Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from ss. 2.3(1) of NI 41-101 to file the first amendment to a preliminary prospectus more than 90 days after the date of the receipt for the preliminary prospectus -- National Instrument 41-101 General Prospectus Requirements.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, s. 2.3(1).

March 20, 2015

Artemis Investment Management Limited and

Artemis Floating & Variable Rate Preferred Fund

Attention: Vanessa Hansford

Dear Ms.:

Re: Artemis Investment Management Limited (the Filer)

Preliminary Long Form Prospectus dated December 19, 2014

Artemis Floating & Variable Rate Preferred Fund (the Fund)

Exemptive Relief Application under Part 19 of National Instrument 41-101 General Prospectus Requirements (NI 41-101)

Application No. 2015/0120; SEDAR Project Number 2295171

By letter dated February 25, 2015 (the Application), the Filer, as manager of the Fund, applied on behalf of the Fund to the Director of the Ontario Securities Commission (the Director) under section 19.1 of NI 41-101 for relief from the operation of subsection 2.3(1) of NI 41-101, which prohibits an issuer from filing its first amendment to a preliminary prospectus more than 90 days after the date of the receipt for the preliminary prospectus which relates to the final 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 first amendment to the preliminary prospectus for the Fund, subject to the condition that the first amendment to the preliminary prospectus be filed by no later than April 30, 2015.

Yours very truly,

"Darren McKall"
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission