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HAP Nexus Hedge Fund Replication Trust (Re), 2012 CanLII 24961 — OSC | minicounsel | minicounsel

April 18, 2012

HAP Nexus Hedge Fund Replication Trust (Re), 2012 CanLII 24961

Case Summary

The applicant investment fund applied to the Director of the Ontario Securities Commission for exemptive relief under section 19.1 of National Instrument 41-101. The applicant sought relief from subsection 2.3(1), which prohibits filing a final prospectus more than 90 days after the receipt for the preliminary prospectus. The Director granted the requested exemption, permitting the final prospectus to be filed no later than May 25, 2012.

Ontario Commission des P.O. Box 55, 19^th Floor CP 55, 19e étage

Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest

Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

Web site: www.osc.gov.on.ca

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) and 19.1.

VIA SEDAR

April 18, 2012

Fasken Martineau DuMoulin LLP

Attention: Munier Saloojee

Dear Sirs/Mesdames:

Re: HAP Nexus Hedge Fund Replication Trust (the Fund)

Exemptive Relief Application under Section 19.1 of National Instrument 41-101 General Prospectus Requirements (“NI 41-101”)

Application No. 2012/0243, SEDAR Project No. 1752410

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,

“Darren McKall”

Darren McKall

Manager, Investment Funds Branch

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) and 19.1.