HAP Nexus Hedge Fund Replication Trust -- s. 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.

Applicable Legislative Provisions

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

April 18, 2012

Fasken Martineau DuMoulin LLP

Attention: Munier Saloojee

Dear Sirs/Mesdames:

By letter dated April 16, 2012 (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 Partnership's prospectus, provided the Partnership's final prospectus is filed no later than May 25, 2012.

Yours very truly,