Securities Law & Instruments

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemptive relief granted to closed end fund that invests in gold bullion -- fund a foreign private issuer and not an investment company in the U.S. -- offering primarily intended for U.S. investors -- fund initially filed prospectus confidentially as contemplated under section G of OSC Staff Notice 51-706 (2006) -- relief granted only to extent that fund's prospectus deviates from prescribed headings and order of headings in Form 41-101F2 -- fund's prospectus will comply with substantive disclosure requirements of Form 41-101F2.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 19.1.

December 16, 2009

Heenan Blaikie
Bay Adelaide Centre
333 Bay Street, Suite 2900
P.O. Box 2900
Toronto, Ontario
M5H 2T4

Attention: Sonia Yung

Dear Sirs/Mesdames:

Re:
Sprott Physical Gold Trust (the "Trust")
Exemptive Relief Application under Part 19 of National Instrument 41-101 General Prospectus Requirements ("NI 41-101")
Application No. 2009/0792, SEDAR Project No. 1513451

By letter dated December 9, 2009 (the "Application"), the Trust applied to the Director of the Ontario Securities Commission (the "Director") under section 19.1 of NI 41-101 for relief from sub-section 3.1(2) of NI 41-101. The relief is requested only to the extent that the Trust's prospectus does not comply with the headings prescribed by Form 41-101F2 and the headings appear in a different order than that mandated by Form 41-101F2 (the "Requested Relief").

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 Relief to be evidenced by the issuance of a receipt for the Trust's prospectus.

Yours very truly,

"Darren McKall"
Assistant Manager, Investment Funds Branch