BG Funds Management Limited and Brompton Funds Management Limited - s. 213(3)(b) of the Loan and Trust Corporations Act

Approval

Headnote:

Clause 213(3)(b) of the Loan and Trust Corporations Act -- application by manager, with a 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., clause 213(3)(b).

September 19, 2006

Osler, Hoskin & Harcourt LLP
1 First Canadian Place
Suite 6100
Toronto, ON
M5X 1N8

Attention: Bridget Campbell

Dear Sirs/Mesdames:

Re:
BG Funds Management Limited and Brompton Funds Management Limited (the "Applicants") -- Application pursuant to clause 213(3)(b) of the Loan and Trust Corporations Act (Ontario) for approval to act as trustee

Further to your application dated August 30, 2006 (the "Application") filed on behalf of the Applicants, and based on the facts set out in the Application and the representation by the Applicants that the assets of Barclays Canada S&P®/TSX® Institutional Index Fund, Barclays Equal Weighted Income Fund and Barclays Corporate Bond Fund (the "Funds") and such other funds as Brompton Funds Management Limited ("BFML") 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 Applicants act as trustee of the Funds and that BFML act as trustee of such other funds which may be established and managed by BFML from time to time, the securities of which will be offered pursuant to a prospectus exemption.

Yours truly,

"Paul Bates"
"Harold Hands"