Securities Law & Instruments

Headnote:

Clause 213(3)(b) of the Loan and Trust Corporations Act -- application by manager, with prior track record acting as trustee, for approval to act as trustee of pooled funds and future 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., clause 213(3)(b).

January 19th, 2007

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

Attention: Adam J. Segal

Dear Sirs/Medames:

RE:
Return on Innovation Management Ltd. (the "Applicant")
Application pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) for approval to act
as trustee
Application No. 2006/0978

Further to your application dated December 16, 2006 (the "Application") filed on behalf of the Applicant, and based on the facts set out in the Application and the representation by the Applicant that the assets of ROI High Yield Private Placement Fund, ROI Private Trust and such other funds as the Applicant may establish from time to time, will be held in the custody of a bank listed in Schedule I, II or III of the Bank Act (Canada) or an affiliate of such bank, the Ontario Securities Commission (the "Commission") makes the following order.

Pursuant to the authority conferred on 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 ROI High Yield Private Placement Fund, ROI Private Trust and such other funds which 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,

"Robert Shirriff"
"Paul Bates"