Securities Law & Instruments

Headnote:

Clause 213(3)(b) of the Loan and Trust Corporations Act -- application by manager, with no prior track record acting as trustee, for approval to act as trustee of pooled funds to be established and managed by the applicant and offered pursuant to a prospectus exemption.

Statutes Cited:

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

October 4, 2005

Borden Ladner Gervais LLP
Scotia Plaza, 40 King Street West
Toronto, Ontario
Canada
M5H 3Y4

Attention: Kathryn E. Ash

Dear Sirs/Medames:

RE:
Perennial Asset Management Corp. (the "Applicant")
Application pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) for approval to act as trustee
Application #623/05

Further to your application dated September 2, 2005, as supplemented by correspondence dated September 26, 2005 (collectively, 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 Perennial Canadian Equity Portfolio, Perennial U.S. Equity Portfolio and Perennial Fixed Income Portfolio and other pooled funds that may be established and managed by the Applicant from time to time, the securities of which will be offered pursuant to a prospectus exemption.

Yours truly,

"Suresh Thakrar"

"Paul K. Bates"