Securities Law & Instruments

Headnote

Clause 213(3)(b) of the Loan and Trust Corporations Act -- application by manager for approval 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).

November 23, 2004

Stikeman Elliot LLP
5300 Commerce Court West
199 Bay Street, Toronto
M5L 1B9

Attention: Adam Kline

Dear Sirs/Mesdames:

Re:
Application by ESC II Holdings Limited (the "Applicant") for approval to act as trustee of the Royalty Fund II and certain other funds to be established by the Applicant from time to time and offered pursuant to prospectus exemptions (the "Funds")
Application No. 891/04

Further to the application dated October 7, 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 (Ontario), the Commission approves the proposal that the Applicant act as trustee of the Funds which it will manage.

"Paul Moore"
"David L. Knight"