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 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., s. 213(3)(b).

April 13th, 2007

Fogler, Rubinoff LLP
Barristers and Solicitors
95 Wellington Street West
Suite 1200, Toronto-Dominion Centre
Toronto, ON
M5J 2Z9

Attention: Eric Roblin

Dear Sirs/Medames:

RE:
Lionridge Capital Management Inc. (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. 2007/0110

Further to your application dated February 9, 2007 (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 Peer Advantage Income Fund, Peer Diversified AMP Opportunities Fund 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 Peer Advantage Income Fund, Peer Diversified AMP Opportunities Fund 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 L. Shirriff"

"Paul K. Bates"