Securities Law & Instruments

Headnote

Approval under clause 213(3)(b) of the Loan and Trust Corporation Act - Manager of the trust 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 - trust created to facilitate public offering by another trust - each trusts' portfolio linked to the other through forward agreement - 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)

April 29, 2005

Fasken Martineau DuMoulin LLP

Attention: Krisztian Toth

Re: Application by FT NSI Floating rate Management Co. (the Applicant) for approval to act as trustee of First Trust/Highland Capital Senior Loan Trust (the Trust) pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) (the "Applicant")

Application No. 255/05

Further to the application dated April 14, 2005 (the Application) filed on behalf of the Applicant, and based on the facts set out in the Application, under 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 Trust which it will manage.

"Carol S. Perry"
"Paul K. Bates"