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 pooled funds and future pooled funds to be established and managed by the applicant and offered pursuant to a prospectus exemption(s).

Statutes Cited:

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

December 23rd, 2014

AUM Law Professional Corporation
175 Bloor St E., Suite 303, South Tower
Toronto, Ontario  M4W 3R8

Attention: Soma Choudhury

Dear Sirs/Mesdames:

Re:         Stephenson & Company 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 #2014/0863

Further to your application dated November 17, 2014 (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 Stephenson & Company North American Opportunity Trust Fund (the “Original Fund”) and any other future mutual fund trusts that the Applicant may establish and manage from time to time, the securities of which will be offered pursuant to prospectus exemptions, 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 a qualified 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 paragraph 213(3)(b) of the Loan and Trust Corporations Act (Ontario), the Commission approves the proposal that the Applicant act as trustee of the Original Fund and any other future mutual fund trusts, which may be established and managed by the Applicant from time to time, the securities of which will be offered pursuant to prospectus exemptions.

Yours truly,

“Judith N. Robertson”                                                         “Anne Marie Ryan”
Judith N. Robertson                                                            Anne Marie Ryan
Commissioner                                                                     Commissioner
Ontario Securities Commission                                            Ontario Securities Commission