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).

September 11, 2009

Borden Ladner Gervais, LLP
Scotia Plaza, 40 King Street West
Toronto, Ontario M5H 3Y4

Attention: Sarah K. Gardiner

Dear Sirs/Mesdames:

RE:
Artemis Investment Management Limited (previously named Alpha Scout Management Inc.) (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. 2008/0496

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 Alpha Scout RSP Fund and such other mutual fund trusts established and managed by the Applicant and the future mutual fund trusts managed by the Applicant 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 Alpha Scout RSP Fund and such other mutual fund trusts established and managed by the Applicant and the future mutual fund trusts managed by the Applicant from time to time, the securities of which will be offered pursuant to a prospectus exemption.

Yours truly,

"James Turner"

"Mary G. Condon"