Mansfield Trust/Fiducie Mansfield - MRRS Decision

Headnote

Mutual Reliance Review System -- previous orderprovided that issuer of asset-backed securities exempt fromthe requirement to prepare, file and deliver interim and annualfinancial statements and annual information circulars or, whereapplicable, annual reports in lieu of an information circularsubject to conditions, including the requirement to prepare,file and deliver monthly and annual reports regarding performanceof pools of securities assets -- previous order revoked andreplaced.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 77, 78, 79, 80(b)(iii), 81(2), and 144.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC,NOVA SCOTIA

AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MANSFIELD TRUST/FIDUCIE MANSFIELD

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec,Nova Scotia and Newfoundland and Labrador (collectively, theJurisdictions) issued on November 28, 2001 a decision (the PreviousDecision) pursuant to the securities legislation of the Jurisdictions(the Legislation) that Mansfield Trust/Fiducie Mansfield (theIssuer) is exempted, on certain terms and conditions, from therequirements of the Legislation concerning the preparation,filing and delivery of interim and annual financial statementsand the annual filing of an information circular or, where applicable,a report in prescribed form in lieu thereof, and the preparationof an information circular, where management of the Issuer solicitsproxies of holders of "voting securities" (the DisclosureRequirements) in connection with certain commercial mortgagepass-through certificates;

AND WHEREAS each Decision Maker has receivedan application from the Issuer for a decision under the Legislationthat the Previous Decision be varied to not require that theIssuer on a quarterly basis, publish in newspapers a noticesetting forth certain reporting requirements in respect of theCertificates, where such reports are located and that upon requestpaper copies will be delivered by ordinary mail, as describedin paragraph 17 of the Previous Decision;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the System),the Ontario Securities Commission is the Principal Regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 -- Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS the Issuer has representedto the Decision Makers that:

1. The Issuer is a special purpose trust whichwas established by The Trust Company of Bank of Montreal (theIssuer Trustee) under the laws of Ontario pursuant to a declarationof trust dated as of May 24, 2001, the beneficiary of whichis a registered charity. The only security holders of theIssuer will be holders of its asset-backed securities (theCertificateholders).

2. The Issuer Trustee is located in Toronto,Ontario and the head office of Sun Life Assurance Companyof Canada, the administrative agent of the Trust, is locatedin Toronto, Ontario.

3. The Issuer filed a short form prospectus(the Prospectus) dated July 17, 2001 with each of the Canadianprovincial securities regulatory authorities for the issuanceof approximately $253,300,000 aggregate principal amount ofCommercial Mortgage Pass-Through Certificates Series 2001-1(the Certificates) and received receipts for such prospectusfrom each of the Canadian provincial securities regulatoryauthorities.

4. The Issuer is a reporting issuer, or theequivalent, in each of the provinces and territories of Canadathat provides for a reporting issuer regime and to its knowledgeis currently not in default of any applicable requirementsunder the securities legislation thereunder.

5. The Issuer is a special-purpose trust anddoes not carry on any activities other than issuing asset-backedsecurities and purchasing assets in connection thereto (theAssets).

6. The Issuer has no material assets or liabilitiesother than its rights and obligations arising from acquiringAssets and in respect of the Certificates.

7. On November 28, 2001, the Decision Makersissued the Previous Decision.

8. To the knowledge of the Trust's AdministrativeAgent, no Certificateholder has requested paper copies ofthe reports referenced in paragraph 17 of the Previous Decision.

9. In the past few years, the Canadian marketfor asset-backed securities has matured and investors havebecome familiar with the types of reports to which holdersof such securities are entitled and where such reports areavailable.

10. The Prospectus advises investors thatcertain reports will be available on the website of the reportingagent appointed by the Issuer in connection with the Certificatesand on SEDAR, and provides the web address in respect of both,and that upon request paper copies will be delivered by ordinarymail.

11. Except as otherwise stated in this application,all of the factual statements concerning the Issuer containedin the Previous Decision remain true as of, and as if madeon, the date hereof.

AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the Decision);

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that the Previous Decision be varied by:

(a) deleting in its entirety paragraph 17of the Previous Decision and substituting therefor the following:

"The Issuer will advise investors inthe relevant short form prospectus under which any AdditionalCertificates are offered, that the monthly information prescribedin paragraph 13 hereof, the quarterly information prescribedin paragraph 18 hereof and the annual information prescribedin paragraph 19 hereof is available on the Reporting Agent'swebsite and on SEDAR, and provide the website address inrespect of both, and that Certificateholders may requestthat paper copies of such reports be provided to them byordinary mail."

(b) deleting in its entirety paragraph 21of the Previous Decision and substituting therefor the following:

"The provision of information to Certificateholderson a monthly, quarterly and annual basis as described inparagraphs 13, 18 and 19 hereof, as well as the annual noticesto be given by the Issuer as to availability of such informationgiven pursuant to paragraph 16 hereof, will meet the objectivesof allowing the Certificateholders to monitor and make informeddecisions about their investments"; and

(c) deleting in its entirety the Decisionof the Previous Decision and substituting therefor the following:

"THE DECISION of the DecisionMakers pursuant to the Legislation is that the Issuer isexempted from the requirements of the Legislation concerningthe preparation, filing and delivery of interim and annualfinancial statements and annual report, where applicable,and the annual filing of an information circular or, whereapplicable, a report in prescribed form in lieu thereof,and the preparation of an information circular, where managementof the Issuer solicits proxies of holders of "votingsecurities" in respect of a meeting of which noticehas or will be given, in connection with the Certificatesand Additional Certificates, provided that:

(i) the Issuer complies with paragraphs13, 16, 17, 18, 19 and 20 hereof; and

(ii) the exemption from the requirementsof the Legislation concerning the annual filing of aninformation circular or, where applicable, a report inlieu thereof, shall terminate sixty days after the occurrenceof a material change in any of the representations ofthe Issuer contained in paragraphs 5 through 9 inclusive,unless the Issuer satisfies the Decision Makers that theexemption should continue."

June 7, 2003.