C.A. Bancorp Canadian Realty Finance Corporation - s. 158(1.1) of the OBCA

Headnote

Order pursuant to subsection 158(1.1) of the Business Corporations Act(Ontario) that an offering corporation is authorized to dispense with its audit committee - Issuer is an investment fund - Issuer exempt from audit committee requirements of Multilateral Instrument 52-110 Audit Committees- Relief conditional upon issuer continuing to satisfy the criteria for relief from audit committee requirements of MI 52-110 or a successor instrument.

Ontario Legislative Provisions Cited

Business Corporations Act, R.S.O. 1990, c. B.16, s. 158(1.1).

Multilateral Instrument 52-110 Audit Committees, ss. 1.2.

February 19, 2008

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B. 16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

C.A. BANCORP CANADIAN REALTY

FINANCE CORPORATION

ORDER

(Subsection 158(1.1) of the OBCA)

UPON the application of C.A. Bancorp Canadian Realty Finance Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 158(1.1) of the OBCA for a determination that the Applicant be authorized to dispense with an audit committee;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation incorporated under the OBCA on December 21, 2007.

2. The Applicant is a non-redeemable investment fund under applicable securities legislation.

3. The Applicant filed a preliminary prospectus dated December 21, 2007 with the securities regulatory authority in each of the provinces and territories of Canada in respect of the offering of the Preferred Shares to the public (the "Offering"). Accordingly, upon completion of the Offering, the Applicant will be a reporting issuer and will be subject to the securities legislation in each of the provinces and territories of Canada.

4. The Applicant's capital structure consists of: (a) an unlimited number of class J shares (the "Class J Shares"), (b) an unlimited number of class A shares (the "Class A Shares"), and (c) an unlimited number of non-voting preferred shares (the "Preferred Shares").

5. Before giving effect to the Offering of the Preferred Shares, one Class J Share will be issued and outstanding. A trust established for the benefit of the holders of the Preferred Shares and the Class A Shares will own all of the issued and outstanding Class J Shares.

6. On the closing of the Offering of the Preferred Shares, C.A. Bancorp will subscribe for Class A Shares such that the net proceeds of the issuance of the Class A Shares, after deducting the expenses of the Offering, equal at least 11.1% of the gross proceeds of the Offering. On the closing of the Offering all of the outstanding Class A Shares will be held by C.A. Bancorp.

7. Multilateral Instrument 52-110 Audit Committees does not apply to reporting issuers that are investment funds.

8. The Applicant is subject to the investment fund specific continuous disclosure and governance rules found in National Instrument 81-106 Investment Fund Continuous Disclosure and National Instrument 81-107 Independent Review Committee for Investment Funds.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the Applicant's shareholders,

IT IS ORDERED, pursuant to subsection 158(1.1) of the OBCA, that the Applicant is authorized to dispense with an audit committee so long as the Applicant remains an investment fund under applicable securities legislation.

"James E. A. Turner"

"Carol S. Perry"