Redwood Asset Management Inc. – s. 6.1 of NI 81-101 Mutual Fund Prospectus Disclosure

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from ss. 2.1(2) of NI 81-101 to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, s. 2.1(2), 6.1.

July 14, 2015

Attention: Fern Karsh

Dear Sirs/Mesdames:

Re: Redwood Asset Management Inc. (the Filer)

Preliminary Simplified Prospectus, Annual Information Form and Fund Facts dated April 14, 2015

Connected Wealth Tactical Class and Connected Wealth Core Income Class (collectively, the Funds)

Application under section 6.1 of National Instrument 81-101 -- Mutual Fund Prospectus Disclosure (NI 81-101) for an extension of the 90 day period under subsection 2.1(2) of NI 81-101

Application No. 2015/0446; SEDAR Project No. 2335447

By letter dated July 8, 2015 (the Application), the Filer, as the manager of the Funds, applied on behalf of the Funds to the Director of the Ontario Securities Commission (the Director) under section 6.1 of NI 81-101 for relief from subsection 2.1(2) of NI 81-101, which prohibits a mutual fund from filing a prospectus more than 90 days after the date of the receipt for the preliminary simplified prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Funds' prospectus, subject to the condition that the prospectus be filed no later than September 14, 2015.

Yours very truly,