BetaPro Management Inc. et al. -- s. 19.1 of NI 41-101 General Prospectus Requirements

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption from section 2.3(1) of National Instrument 41-101 General Prospectus Requirements to permit filing of a final prospectus more than 90 days after the date of receipt for the preliminary prospectus.

Applicable Legislative Provisions

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

April 7, 2010

BetaPro Management Inc.

Attention: Michael R. Holder, General Counsel

Dear Sir:

By letter dated March 15, 2010 (the Application), the Manager applied on behalf of the ETFs to the Director of the Ontario Securities Commission (the Director) pursuant to 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 a prospectus more than 90 days after the date of the receipt for the preliminary 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 grants the requested exemption to be evidenced by the issuance of a receipt for the ETFs' prospectus, provided the ETFs' final prospectus is filed no later than April 30, 2010.

Yours very truly,