Nelson Capital Group Ltd. - s. 213(3)(b) of the LTCA

Headnote

Relief granted from certain self-dealing provisions in s. 111 of the Act to permit pooled funds to purchase and hold securities of an issuer where the sole shareholder and director of the pooled funds' manager is a substantial shareholder of the issuer of the securities -- relief is conditional on disclosure of related parties to investors and that the pooled funds will only be offered on an prospectus exempt basis.

Applicable Legislative Provisions

Securities Act (Ontario), sections, 111(2)(c)(i), 111(3) and 113.

August 6, 2008

Attention: Paul A. Dempsey

Dear Sirs/Mesdames:

Further to your application dated April 8, 2008, (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 Nelson Capital Fund 2008 and such other trusts as the Applicant may establish from time to time, 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 Nelson Capital Fund 2008 and such other trusts 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,