Sprott Physical Gold Trust

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemptive relief granted to closed end fund that invests in gold 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 and inclusion of certain financial disclosure -- fund's prospectus will comply with substantive disclosure requirements of Form 41-101F2.

Applicable Legislative Provisions

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

September 15, 2010

Attention: Ora Wexler

Dear Sirs/Mesdames:

By letter dated September 3, 2010 (the "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 section 3.1(2) of NI 41-101. The relief is requested to permit the Trust to file a base prep prospectus that does not fully comply with the form requirements of Form 41-101F2 (the "Requested Relief").

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

Yours very truly,