Spartan Fund Management Inc. and StoneCastle Cannabis Growth Fund – Part 6 of NI 81-101 Mutual Fund Prospectus Disclosure

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – exemption from ss.2.1(2) of NI 81-101 to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1.

April 16, 2018

Borden Ladner Gervais LLP

Attention: Lynn M. McGrade & Chelsea Papadatos

Dear Sir/Madam:

Re:         Spartan Fund Management Inc. (the Filer)

Preliminary Simplified Prospectus dated December 28, 2017

StoneCastle Cannabis Growth Fund (the Fund)

Exemptive Relief Application under Part 6 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101)

Application No. 2018/0191; SEDAR Project Number 2713828

By letter dated April 13, 2018 (the Application), the Filer, as manager of the Funds, applied on behalf of the Funds to the Director of the Ontario Securities Commission (the Director) under section 6.1 of NI 81-101 for relief from the operation of subsection 2.1(2) of NI 81-101, which prohibits an issuer from filing a final 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 Fund’s final prospectus, subject to the condition that the final prospectus be filed by no later than April 27, 2018.

Yours very truly,

“Raymond Chan”

Manager, Investment Funds & Structured Products Branch

Ontario Securities Commission