ScotiaMocatta Physical Copper Fund -- ss. 2.3(1), 19.1 of NI 41-101 General Prospectus Requirements

Headnote

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

Applicable Legislative Provisions

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

VIA SEDAR

February 10, 2010

Osler, Hoskin & Harcourt

Attention: Mary Sum

Dear Sirs/Mesdames:

By letter dated January 29, 2010 (the "Application"), the Fund 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 Fund's prospectus, provided the Fund's final prospectus is filed no later than April 30, 2010.

Yours very truly,