Securities Law & Instruments

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 to be established and managed by the applicant and offered pursuant to a prospectus exemption.

Statutes Cited

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

December 16, 2008

Tetrem Capital Management Ltd.
1450-201 Portage Avenue
Winnipeg, MB R3B 3K6

Attention: Junior Damianidis

Dear Sirs/Mesdames:

Re:
Tetrem Capital Management Ltd. (the "Applicant")
Application pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) for approval to act as trustee
Application No. 2008/0465

Further to your application dated July 2, 2008 (the "Application") filed on behalf of the Applicant, and based on the facts set out in the Application, in the e-mails dated July 22, July 24 and August 22, 2008 and during the conference call dated August 27, 2008, and the representation by the Applicant that the assets of the Tetrem Canadian Equity Fund and the Tetrem U.S. Equity Fund are or 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 Tetrem Canadian Equity Fund and the Tetrem U.S. Equity Fund, the securities of which will be offered pursuant to a prospectus exemption.

Yours truly,

"Margot C. Howard"

"Mary G. Condon"