Securities Law & Instruments

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- NI 41-101 -- Relief granted to an investment fund to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1), 19.1.

May 4, 2009

Stikeman Elliott LLP

Attention: Darin Renton

Dear Sirs/Mesdames:

Re:
Canada Dominion Resources 2009 Limited Partnership (the "Partnership")
Exemptive Relief Application under Section 19.1 of National Instrument 41-101 General Prospectus Requirements ("NI 41-101")
Application No. 2009/0244, SEDAR Project No. 1368368

By letter dated April 28, 2009 (the "Application"), the Partnership applied 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 Partnership's prospectus, provided the Partnership's final prospectus is filed no later than June 15, 2009.

Yours very truly,

"Darren McKall"
Assistant Manager, Investment Funds Branch