Securities Law & Instruments

Headnote

Approval under clause 213(3)(b) of the Loan and Trust Corporations Act -- Manager of pooled funds unable to rely upon Approval 81-901 -- Approval of Trustees of Mutual Fund Trusts as units to be sold pursuant to dealer registration and prospectus exemptions - manager approved to act as trustee.

Statutes Cited

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

February 8, 2005

Stikeman Elliott LLP
Barristers & Solicitors
5300 Commerce Court West, 199 Bay St.
Toronto, Ont.
M5L 1B9

Attention: Ms. Tanya Padberg

Re:
I.H. Rotenberg Investment Counsel, Inc. -- Approval to act as Trustee under clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) (the LTCA) -- No. 025/05

By way of letter dated January 13, 2005 (the Application), you applied on behalf of I.H. Rotenberg Investment Counsel, Inc. (the Applicant) to the Ontario Securities Commission (the Commission), under clause 213(3)(b) of the LTCA, for an approval to act as the trustee of the Owners Fund and the Owners RRSP Fund and any other pooled fund to be established and managed by the Applicant from time to time (together, the "Pooled Funds").

Each of the Pooled Funds will be "mutual funds" for the purposes of the Securities Act (Ontario), but will not be reporting issuers as their securities will be sold pursuant to available dealer registration and prospectus exemptions.

This letter confirms that, based on the information and representations set out in the Application, and for the purposes described in the Application, the Commission hereby approves the proposal that the Applicant act as trustee of the Pooled Funds that it will manage.

"Paul M. Moore"
"Wendell S. Wigle