Northwood Stephens Private Counsel Inc. - s. 213(3)(b) of the LTCA

Headnote

Clause 213(3)(b) of the Loan and Trust Corporations Act -- Application for approval to act as trustee of pooled funds to be established and managed by the applicant and offered pursuant to a prospectus exemption.

Applicable Legislative Provisions:

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

April 20, 2007

Attention: Kathryn M. Fuller

Dear Sirs/Mesdames:

Further to your application dated March 20, 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 NSPC Fixed Income Fund, NSPC Dividend Income Fund, NSPC Canadian Equity Fund, NSPC US Equity Fund and NSPC International Equity Fund (the "NSPC Funds") and any other future mutual fund trusts for which the Applicant acts as manager, 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 NSPC Funds and any other future mutual fund trusts for which the Applicant acts as manager, the securities of which will be offered pursuant to a prospectus exemption.

Yours truly,

"Robert L. Shirriff"

"Suresh Thakrar"