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 silver bullion -- fund a foreign private issuer and not an investment company in the U.S. -- offering primarily intended for U.S. investors -- relief granted to permit fund's prospectus to not strictly comply with the form requirements of Form 41-101F2 regarding prescribed headings and order of headings -- fund's prospectus will comply with substantive disclosure requirements of Form 41-101F2 -- relief granted to permit filing of a final prospectus more than 90 days after the date of receipt for the preliminary prospectus -- extension granted until December 31, 2010.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1), 3.1(2) and 19.1.

VIA SEDAR

October 8, 2010

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

Dear Sirs/Mesdames:

Re:
Sprott Physical Silver Trust (the "Trust")
Exemptive Relief Application under Part 19 of National Instrument 41-101 General Prospectus Requirements ("NI 41-101")
Application No. 2010/0611, SEDAR Project No. 1605635

By letter dated July 9, 2010 (the "Initial 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 subsection 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 "Form Relief").

By letter dated October 7, 2010 (the "Subsequent Application"), the Fund applied to 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 (the "Filing Relief").

This letter confirms that, based on the information and representations made in the Initial Application and for the purposes described in the Initial Application, the Director intends to grant the Form Relief to be evidenced by the issuance of a receipt for the Trust's prospectus.

This letter also confirms that, based on the information and representations made in the Subsequent Application, and for the purposes described in the Subsequent Application, the Director grants the Filing Relief to be evidenced by the issuance of a receipt for the Trust's prospectus, provided the Fund's final prospectus is filed no later than December 31, 2010.

Yours very truly,

"Vera Nunes"
Assistant Manager, Investment Funds Branch