Securities Law & Instruments

Headnote

Clause 213(3)(b) of the Loan and Trust Corporations Act -- application by manager for approval to act as trustee of mutual 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 5, 2007

McCarthy Tetrault LLP
Box 48, Suite 4700
Toronto Dominion Bank Tower
Toronto, ON M5K 1E6

Attention: Ronald Schwass

Dear Sirs/Mesdames:

Re:
Northwater Fund Management Inc.
Application for approval to act as trustee pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) (the "LTCA")
Application No. 2007/0805

Further to your application dated September 28, 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 assets of the Liquidating Trust (the "Fund") will be held in the custody of a trust company incorporated and licensed or registered under the laws of Canada or a jurisdiction or a bank listed in Schedule I, II or III of the Bank Act (Canada) or an affiliate of such bank or trust company, 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 the Fund for which the Applicant acts as manager, the securities of which will be offered pursuant to a prospectus exemption.

Yours truly,

"Harold P. Hands"

"James E. A. Turner"