Mansfield Trust/Fiducie Mansfield - MRRS Decision

Headnote

ApplicableOntario Statutory Provisions

RegulationsCited

PoliciesCited

NationalInstrument 44-101 Short Form Prospectus Distributions.

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO,QUEBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

MANSFIELDTRUST/FIDUCIE MANSFIELD

MRRSDECISION DOCUMENT

WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of British Columbia,Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotiaand Newfoundland (the "Jurisdictions") has received an applicationfrom Sun Life Assurance Company of Canada ("Sun Life Assurance")on behalf of Mansfield Trust/Fiducie Mansfield (the "Issuer"),for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the provisions of theLegislation concerning the preparation, filing and deliveryof interim and annual financial financial statements and theannual filing of an information circular or, where applicable,an annual report in prescribed form in lieu thereof; and toprepare an information circular, where management of the Issuersolicits the proxies of holders of "voting securities" in respectof a meeting of which notice has or will be given, shall notapply to the offering of the Certificates (as defined below)and such additional certificates as may be set forth in theSchedule attached hereto ("Additional Certificates").

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 the Issuer has represented to theDecision Makers as follows:

1.The Issuer is a special purpose trust which was establishedby The Trust Company of Bank of Montreal (the "Issuer Trustee")under the laws of Ontario pursuant to a declaration of trustdated as of May 24, 2001, the beneficiary of which is a registeredcharity. The only security holders of the issuer will be theholders of its asset-backed securities (the "Certificateholders").

2.The Issuer proposes to offer pass-through certificates, fromtime to time to the public in Canada, that will entitle theholders to the cash flows of discrete pools of commercial andresidential mortgages, hypothecs or other charges on real orimmovable property situated in Canada, and other financial assetssuch as bonds, debentures or other evidences of indebtednessand all related assets (including the proceeds thereof and anyrelated security) owned by Sun Life Assurance (collectively,the "Assets") that by their terms convert into cash within afinite time period, and any rights or other assets designedto assure the servicing or timely distribution of proceeds toholders of the Certificates ("asset-backed securities"), tofinance the purchase by the Certificateholders of undividedownership interests in Assets ("Ownership Interests") from SunLife Assurance or an affiliate thereof. The Certificates willbe sold to the public pursuant to short form prospectuses onthe basis of an approved rating by an approved rating organization,as those terms are defined in National Instrument 44-101 ShortForm Prospectus Distributions or any successor instrumentsthereto.

3.The issuer filed a short form prospectus dated July 17, 2001with each of the Canadian provincial securities regulatory authoritiesfor the issuance of approximately $253,300,000 aggregate principalamount of Commercial Mortgage Pass-Through Certificates Series2001-1 (the "Certificates") and received receipts for such prospectusfrom each of the Canadian provincial securities regulatory authorities(the "Transaction").

4.As a special purpose trust, the Issuer will not carry on anyactivities other than purchasing the Assets and issuing asset-backedsecurities. The Issuer may from time to time seek to issue AdditionalCertificates in connection with asset-backed securities transactions,similar to the Transaction, which it may undertake in the future,in which case the Issuer may seek from the Decision Makers avariation of the relief granted hereunder so as to include suchAdditional Certificates.

5.The Issuer currently has and will have no material assets orliabilities other than its rights and obligations arising fromacquiring Assets and immediately issuing Certificates.

6.The Issuer Trustee has delegated its duties under the Declarationof Trust to Sun Life Assurance (in such capacity, the "AdministrativeAgent") pursuant to an administration agreement dated as ofMay 24, 2001 (the "Administration Agreement"). The AdministrativeAgent will be paid the annual administrative fee collected bythe Trust equal to 0.03% of the aggregate principal balanceof the non-residual or non-interest only Certificates of theTrust issued pursuant to the Transaction and then outstanding,less $100 per month. This is the only compensation to be receivedby the Administrative Agent for its agreement to pay the Trust'scosts and expenses.

7.The issuer has no directors and no officers.

8.No insider of the Issuer or associate or affiliate of such insider,has a direct or indirect interest in any transaction which hasmaterially affected or would materially affect the Issuer.

9.The auditors of the Issuer are Deloitte & Touche LLP.

10.The information contained in the interim and annual financialstatements of the Issuer is not and will not be relevant toCertificateholders since such Certificateholders only have recourseto the Assets (or ownership interests therein) securing theirseries of Certificates and do not have any recourse to any otherassets of the Issuer.

11.For each offering of Certificates, the Issuer and, among others,Sun Life Assurance, as master servicer (the "Master Servicer"),The Canada Trust Company, as custodian on behalf of Certificateholders(the "Custodian") and a reporting agent (the "Reporting Agent")will enter into a pooling and servicing agreement (the "Poolingand Servicing Agreement") providing for the issuance of Certificatesand governing the rights of Certificateholders. There is, however,a possibility that other parties acceptable to the rating agenciesrating a particular series of Certificates may serve as MasterServicer.

12.The Pooling and Servicing Agreement will provide for certainadministrative functions relating to the asset-backed securities,such as maintaining a register of holders of asset-backed securitiesand other duties specified in the Pooling and Servicing Agreementincluding the making of periodic reports to Certificateholders.

13.The Issuer, Master Servicer or Reporting Agent will provide,on a website to be identified in the relevant short form prospectusfor the Certificates or in correspondence sent to Certificateholders,or otherwise as provided for in the relevant prospectus, nolater than the fifteenth day of each month (or such subsequentbusiness day as is provided in the Pooling and Servicing Agreementif the fifteenth day of the month is not a business day) thefinancial and other information prescribed therein to be deliveredor made available to Certificateholders on a monthly basis,together with such additional information as may be prescribedby the Decision Makers (the "Distribution Date Statement"),signed by the Issuer or on its behalf by its duly appointedrepresentative, and will contemporaneously file or cause tobe filed reasonably contemporaneously therewith a summary ofsuch information as contained in the Distribution Date Statementon the System for Electronic Document Analysis and Retrieval("SEDAR"). The monthly information includes (i) a DistributionDate Statement in the form attached to the applicable prospectusand (ii) a Commercial Mortgage Securities Association ("CMSA")loan periodic update file.

14.Notwithstanding paragraph 13, the Issuer may amend the contentsof the financial and other information posted on the websiteand filed on SEDAR in order not to disclose the names of individualobligors of Assets as may be required by confidentiality agreementsor other obligations of confidentiality binding on the Issuer.

15.There will be no annual meetings of Certificateholders. ThePooling and Servicing Agreement provides that only the holdersof a certain percentage of Certificates of each series of theIssuer have the right to direct the Custodian to take certainactions under the Pooling and Servicing Agreement with respectto such series of asset-backed securities.

16.On not less than an annual basis, the Issuer will request intermediariesto deliver a notice to Certificateholders pursuant to the proceduresstipulated by the Rule entitled In the Matter of CertainReporting Issuers [including National Policy StatementNo. 41] (1998) 21 OSCB 6437, or any successor instrument thereto,advising Certificateholders that the monthly information prescribedin paragraph 13 hereof, the quarterly information prescribedin paragraph 18 and the annual information prescribed in paragraph19 is available on SEDAR and on a website, the website address,and that Certificateholders may request that paper copies ofsuch reports be provided to them by ordinary mail.

17.On a quarterly basis, the Issuer will publish in a nationalbusiness newspaper in circulation throughout Canada and in aFrench language newspaper in Montreal a notice to Certificateholdersadvising Certificateholders 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 a website, the websiteaddress, and that Certificateholders may request that papercopies of such reports be provided to them by ordinary mail.

18.Within 60 days of the end of each fiscal quarter of the Issuer,the Issuer or its duly appointed representative or agent willpost on the applicable website or mail to Certificateholderswho so request in accordance with the procedures set forth aboveand will contemporaneously file on SEDAR management's discussionand analysis ("MD&A") with respect to the applicable poolof Assets included in the Issuer's Annual Information Form filedwith the Decision Makers (as supplemented by any short formprospectuses filed by the Issuer during the intervening period).

19.Within 140 days of the end of each fiscal year of the Issuer,the Issuer or its duly appointed representative or agent willpost on the applicable website or mail to Certificateholderswho so request in accordance with the procedures set forth aboveand will contemporaneously file on SEDAR:

(a) cumulative financial and other information as prescribedby the Decision Makers for the last completed fiscal year withrespect to the applicable pool of Assets;

(b) MD&A with respect to the applicable pool of Assets includedin the Issuer's Annual Information Form filed with the DecisionMakers (as supplemented by any short form prospectuses filedby the Issuer during the intervening period);

(c) an annual statement of compliance signed by a senior officerof each applicable Master Servicer or other party acting ina similar capacity on behalf of the Issuer for the applicablepool of Assets, certifying that the Master Servicer or suchother party acting in a similar capacity has fulfilled all ofits obligations under the related Pooling and Servicing Agreementduring the year or, if there has been a Default, specifyingeach such Default and the status thereof; and

(d) an annual accountants' report in form and content acceptableto the Decision Makers prepared by a firm of independent publicor chartered accountants acceptable to the Decision Makers respectingcompliance, with the exception noted below, by the Master Servicer(or such other party acting in a similar capacity) with theUniform Single Attestation Program (USAP) or such other servicingstandard acceptable to the Decision Makers. Pursuant to thePooling and Servicing Agreement, the Master Servicer does nothave to have in effect a fidelity bond and errors and omissionspolicy, required under Article VII of the USAP, so long as itmaintains a minimum rating of "A" (or its equivalent) from prescribedrating organizations.

20.The Issuer will issue press releases and file material changereports in accordance with the requirements of the Legislationin respect of material changes in its affairs and in respectof changes in the status (including defaults in payments dueto Certificateholders), of the Assets underlying the Certificateswhich may reasonably be considered to be material to Certificateholders.

21.The provision of information to Certificateholders on a monthly,quarterly and annual basis as described in paragraphs 13, 18and 19 hereof, as well as the quarterly and annual notices tobe given by the Issuer as to the availability of such informationgiven pursuant to terms of paragraphs 16 and 17 hereof willmeet the objectives of allowing the Certificateholders to monitorand make informed decisions about their investment.

AND WHEREAS pursuant to the System this DecisionDocument evidences the decision of each Decision Maker (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 Issuer is exempted from the requirementsof the Legislation concerning the preparation, filing and deliveryof interim and annual financial statements and the annual filingof an information circular or, where applicable, a report inprescribed form in lieu thereof, and the preparation of an informationcircular, where management of the Issuer solicits proxies ofholders of "voting securities" in respect of a meeting of whichnotice has or will be given, in connection with the Certificatesand Additional Certificates, provided that:

(a) the Issuer complies with paragraphs 13, 16, 17, 18, 19 and20 hereof; and

(b) the exemption from the requirements of the Legislation concerningthe annual filing of an information circular or, where applicable,a report in lieu thereof, shall terminate sixty days after theoccurrence of a material change in any of the representationsof the Issuer contained in paragraphs 5 through 9 inclusive,unless the Issuer satisfies the Decision Makers that the exemptionshould continue.
November 28, 2001 "K.D. Adams"      "Howard I. Wetson"