SEAMARK Asset Management Ltd. - s. 213(3)(b) of the LTCA

Headnote

Clause 213(3)(b) of the Loan and Trust Corporations Act -- application by manager, with prior track record acting as trustee, for approval to act as trustee of pooled funds and future 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.13(3)(b).

August 29, 2008

Attention: Basia Dzierzanowska

Dear Sirs/Medames:

Further to your application dated July 21, 2008 (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 SEAMARK Pooled Balanced Fund, SEAMARK Pooled Canadian Bond Fund, SEAMARK Pooled Canadian Equity Fund, SEAMARK Pooled International Equity Fund, SEAMARK Pooled Money Market Fund, SEAMARK Pooled U.S. Equity Fund, SEAMARK Pooled Balanced (Taxable) Fund, SEAMARK Pooled Canadian Small Cap Fund, SEAMARK Pooled Foreign Equity Fund, SEAMARK Pooled Total Equity (Taxable) Fund and SEAMARK Pooled Total Equity Fund (the "Funds") and such other funds as the Applicant may establish 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 Funds and such other funds which may be established and managed by the Applicant from time to time, the securities of which will be offered pursuant to a prospectus exemption.

Yours truly,