BMO Asset Management Inc./BMO Gestion d'actifs Inc. -- s. 213(3)(b) of the LTCA

Headnote

Clause 213(3)(b) of the Loan and Trust Corporations Act - application by manager, with no prior track record acting as trustee, for approval to act as trustee of pooled funds and future pooled funds to be managed by the applicant and offered pursuant to prospectus exemptions.

Statutes Cited

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

July 8, 2011

Attention: Kathryn M. Fuller, Matthew P. Williams

Dear Sirs/Mesdames:

Further to your application dated May 26, 2011 (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 the mutual fund trusts listed on Schedule "A" (the "BMO AM Pooled Funds") and any other future mutual fund trusts that the Applicant may manage 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 the BMO AM Pooled Funds and of any other future mutual fund trusts which may be managed by the Applicant from time to time, the securities of which will be offered pursuant to exemptions from the prospectus requirement.

Yours truly,

Schedule "A"

BMO AM Pooled Funds