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).

April 21, 2015

Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario M5V 3J7

Attention: A. Timothy Baron

Dear Sirs/Mesdames:

Re: AYAL Capital Advisors Limited (the "Applicant")

Application pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) for Approval to act as trustee

Application #2015/0047

Further to your application dated January 29, 2015 (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 AYAL Capital Advisors Trust (the "Original Trust") 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 by a custodian that meets the requirements of section 6.2 of National Instrument 81-102 -- Investment Funds ("NI 81-102"), if such assets are to be held in Canada, or section 6.3 of NI 81-102, if such assets are to be held outside of Canada, 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 Trust 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,

"Christopher Portner"
"James D. Carnwath"
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission