Strategic Advisors Corp. and Strategic Capital Partners Inc. - cl. 213(3)(b) of the LTCA

Headnote

Approval under clause 213(3)(b) of the Loan and Trust Corporations Act -- Manager of pooled funds sold pursuant to dealer registration and prospectus exemptions approved to act as trustee.

Statutes Cited

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

January 11, 2005

Attention: Adam Abramson, Vice President

Dear Sir/Mesdames:

By way of letter dated October 27, 2004 (the "Application"), you applied on behalf of SAC and SCPI (together, the "Applicants") to the Ontario Securities Commission (the "Commission"), pursuant to the authority conferred upon the Commission in clause 213(3)(b) of the LTCA, for an approval to act as the trustee of the Strategic Value Trust and any other pooled fund established and managed by one or both of the Applicants from time to time (together, the "Pooled Funds").

Each of the Pooled funds will be "mutual funds" for the purposes of the Securities Act (Ontario), but will not be reporting issuers as their securities will be sold pursuant to available dealer registration and prospectus exemptions.

This letter confirms that, based on the information and representations set out in the Application, and for the purposes described in the Application, the Commission hereby approves the proposal that the Applicants act as trustee of the Pooled Funds which they will manage.