Securities Law & Instruments

Headnote

Clause 213(3)(b) of the Loan and Trust Corporations Act. Application by Manager to act as trustee of a mutual fund trust.

Statutes Cited

Loan and Trust Corporations Act, R.S.O. 1990, c. L.25, as am., clause 213(3)(b).

March 12, 2004

Goodman and Carr LLP

Attention: Gary Litwack

Dear Sirs/Mesdames:

Re:
Turtle Creek Asset Management Inc. (the "Applicant")
Application pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) for approval to act as trustee
Application # 279/04

Further to the application dated February 23, 2004 (the "Application") filed on behalf of the Applicant, and based on the facts set out in the Application, pursuant to the authority conferred on the Ontario Securities Commission (the "Commission") in clause 213(3)(b) of the Loan and Trust Corporations Act, 1987 (Ontario), the Commission approves the proposal that the Applicant act as trustee of the Turtle Creek Investment Fund and other pooled funds that may be established and managed by the Applicant, the securities of which will be offered pursuant to a prospectus exemption.

"Paul Moore"
"Suresh Thakrar"