Growthworks Canadian Fund Ltd.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 81-106, s. 17.1 -- Continuous Disclosure Requirements for Investment Funds.

AIF requirement -- A fund wants relief from the requirement that the fund must file an annual information form if the fund has not obtained a receipt for its prospectus during the last 12 months preceding its financial year end -- The fund is a labour-sponsored or venture capital fund with multiple classes or series of shares; the information that NI 81-106 would require the fund to include in an AIF for a class or series that is no longer in distribution is included in the current prospectus for the classes or series that the fund is still distributing; the fund will post a notice on SEDAR about the exemption and will provide a copy of the current prospectus to any holder of the discontinued class or series who requests a copy.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 9.2, 9.3, 17.1.

June 3, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GROWTHWORKS CANADIAN FUND LTD.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:

(a) an exemption from the requirements in sections 9.2 and 9.3 of NI 81-106 Investment Funds Continuous Disclosure (NI 81-106) to prepare and file an AIF for the GWCF Historical Shares, the Merger Shares, the Future Merger Shares, and any other series of Class A Shares (all shares defined below) that the Filer has ceased offering or distributing, or may cease offering or distributing in the future, in one or more of the Reporting Jurisdictions provided the Filer has obtained a receipt for a prospectus in at least one of the Reporting Jurisdictions during the last 12 months preceding its financial year end; and

(b) a revocation of the Filer's MRRS decision (2006 BCSECCOM 3) dated December 29, 2005 (the GWCF Historical Shares Relief), and the Filer's MRRS decision (2006 BCSECCOM 682) dated November 23, 2006 (the Merger Shares Relief);

(the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-201) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Yukon Territory, Northwest Territories and Nunavut; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

2 Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meanings in this decision, unless they are otherwise defined;

1. AIF means the annual information form required by in NI 81-106;

2. AIF Level Disclosure means the disclosure required for an AIF under NI 81-106;

3. LSVCC Legislation means the ITA, The Labour-Sponsored Venture Capital Corporations Act (Manitoba), the Community Small Business Investment Funds Act (Ontario) and theLabour-sponsored Venture Capital Corporations Act (Saskatchewan);

4. Reporting Jurisdictions means all of the provinces and territories of Canada;

Representations

3 This decision is based on the following facts represented by the Filer:

5. the Filer is a corporation incorporated under the Canada Business Corporations Act;

6. as a registered or approved fund or labour-sponsored investment fund under the LSVCC Legislation, the Filer's investing activities are governed by the LSVCC Legislation;

7. the Filer was previously a labour-sponsored venture capital corporation registered under the Equity Tax Credit Act (Nova Scotia) and a prescribed registered labour-sponsored investment fund corporation registered under the Income Tax Act (New Brunswick);

8. the Filer primarily invests in small and medium sized businesses with the objective of obtaining long term capital appreciation and must make "eligible investments" in "eligible businesses" as prescribed under the LSVCC Legislation;

9. the authorized capital of the Filer is as follows:

(a) an unlimited number of Class A shares issuable in series (the Class A Shares), which are widely held, of which there are currently 20 series created and 10 series offered under the Filer's current prospectus;

(b) 1,000 Class B shares which are held by the labour sponsor of the Filer; and

(c) an unlimited number of Class C shares issuable in series, of which there is one issued series designated as "IPA shares" and 100 IPA shares are held by the manager of the Filer to provide for a participating or carried interest in the venture investments of the Filer; participating or carried interests are compensation arrangements commonly provided to venture capital fund managers;

10. the Filer is an investment fund in each of the Reporting Jurisdictions;

11. the Filer's shares are not listed on an exchange;

12. between November 2003 and September 2008, the Filer offered, by prospectus in the Reporting Jurisdictions, the following 14 series of Class A Shares: Venture/Balanced Commission I and II, Venture/Growth Commission I and II, Venture/Resource Commission I and II, Venture/Diversified Commission I and II, Venture/Income Commission I and II, Venture/Financial Services Commission I and II and Venture/GIC Commission I and II;

13. shareholders of the Filer and regulatory authorities approved the conversion of certain previously offered series of Class A Shares into currently offered series of Class A Shares; these conversions were effected on February 20, 2009 as follows:

Series to be Converted:		Converted into:
Venture/Balanced Shares Commission I		Venture/Diversified Shares Commission I
Venture/Balanced Shares Commission II		Venture/Diversified Shares Commission II
Venture/Resource Shares Commission I		Venture/Growth Shares Commission I
Venture/Resource Shares Commission II		Venture/Growth Shares Commission II

14. the Filer now offers the following 10 series of Class A Shares: Venture/Growth Commission I and II, Venture/Diversified Commission I and II, Venture/Income Commission I and II, Venture/Financial Services Commission I and II and Venture/GIC Commission I and II; these series are offered under a prospectus dated November 3, 2008, as amended (the 2008 Prospectus); the 2008 Prospectus is qualified only in Alberta, Saskatchewan, Manitoba, Ontario, Yukon, Northwest Territories and Nunavut;

15. the Filer intends to file annually a renewal prospectus in one or more of the Reporting Jurisdictions to permit the Filer to continue to offer one or more series of Class A Shares;

16. the Filer previously offered, by prospectus, the WV Canadian -- Commission I Class A Shares (the GWCF Historical Shares) which have a common venture portfolio as the Filer's currently offered series of Class A Shares; they only differ in how they invest their non-venture portfolio;

17. to the extent that the series of Class A Shares invest their non-venture portfolios differently, they are considered to be separate investment funds for the purposes of NI 81-106; section 9.2 of NI 81-106 requires an investment fund that does not have a current prospectus as at its financial year end to file an AIF;

18. on December 29, 2005, the Filer received the GWCF Historical Shares Relief exempting the Filer from the requirements in section 9.2 of NI 81-106 to prepare and file an AIF for the GWCF Historical Shares; the British Columbia Securities Commission was the principal regulator for the GWCF Historical Shares Relief;

19. at the time when the GWCF Historical Shares Relief was obtained, the Filer was a reporting issuer in each of the Reporting Jurisdictions, but the then current prospectus (the 2005 Prospectus) had only been filed, and the Filer was only offering its series of Class A Shares, in Alberta, Saskatchewan, Manitoba, Ontario, Yukon, the Northwest Territories, Nunavut and Quebec;

20. in accordance with the terms of the GWCF Historical Shares Relief, the Filer's 2005 Prospectus and all renewal prospectuses have contained AIF Level Disclosure concerning the GWCF Historical Shares; in addition, the Filer has filed notices containing information as mandated by the GWCF Historical Shares Relief;

21. effective November 29, 2005, the Filer completed a merger involving the acquisition of assets of Capital Alliance Ventures Inc., Canadian Science and Technology Growth Fund Inc. and GrowthWorks Opportunity Fund Ltd.; effective July 14, 2006, the Filer completed a merger involving the acquisition of assets of First Ontario Labour Sponsored Investment Fund Ltd.; in connection with those mergers, the Filer created and distributed a total of four new series of Class A Shares to reflect an allocation of risks and certain fees and charges associated with each of the mergers; none of the share issued in connection with the mergers were issued under a prospectus; shareholders of the merging funds received prospectus-level disclosure about the Filer and the shares in connection with the merger approval process; the series of shares issued in connection with the mergers have rights and restrictions, which are substantially similar to the other currently offered series of Class A Shares, except that they do not currently have any other designated shares in the Filer's capital that they may switch into; all mergers were approved by applicable securities regulators pursuant to clause 5.5(1)(b)A of National Instrument 81-102 Mutual Funds;

22. on November 23, 2006, the Filer received the Merger Shares Relief exempting the Filer from the requirements in sections 9.2 and 9.3 of NI 81-106 to prepare and file an AIF for the shares issued in connection with the 2005 and 2006 mergers referred to in paragraph 18 and any future merger shares (together, the Merger Shares); British Columbia was the principal regulator for the Merger Shares Relief; in accordance with the terms of the Merger Shares Relief, the Filer's 2005 Prospectus and all renewal prospectuses have contained AIF Level Disclosure concerning the Merger Shares; in addition, the Filer has filed notices containing information as mandated by the Merger Shares Relief; the Filer has delivered financial statements, management reports of fund performance and notices as required under securities legislation and NI 81-106;

23. at the time when the Filer obtained the Merger Shares Relief, the Filer was a reporting issuer in each of the Reporting Jurisdictions; however, the Filer's then current prospectus, the 2005 Prospectus, had only been filed, and the Filer was only offering its series of Class A Shares, in Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Yukon, the Northwest Territories and Nunavut;

24. in December 2006, the Filer ceased offering its series of Class A Shares in Quebec; the Filer continued to file its prospectus for its series of Class A Shares in each of Alberta, Saskatchewan, Manitoba, Ontario, Yukon, Northwest Territories and Nunavut; the renewal prospectuses filed in December 2006 and thereafter contained AIF Level Disclosure on the GWCF Historical Shares and Merger Shares and prospectus-level disclosure on the currently offered series of Class A Shares; the 2008 Prospectus contains AIF Level Disclosure on the GWCF Historical Shares and Merger Shares and prospectus-level disclosure on the currently offered series of Class A Shares;

25. on October 24, 2008, the Filer completed a merger with ENSIS Growth Fund Inc.; in connection with the merger, the Filer created a new series of Class A Shares in its capital which it distributed to former shareholders of ENSIS Growth Fund; these shares are Merger Shares, but are considered "future merger shares" under the provisions of the Merger Shares Relief; as a result, the Filer's 2008 Prospectus contains substantially the same disclosure as required by an AIF;

26. effective May 22, 2009, the Filer completed a merger with Canadian Medical Discoveries Fund Inc.; in connection with the merger, the Filer created a new series of Class A Shares in its capital which it distributed to former shareholders of Canadian Medical Discoveries Fund Inc.; these shares are Merger Shares, but are considered "future merger shares" under the provisions of the Merger Shares Relief; as a result, the Filer's 2008 Prospectus, as amended, contains substantially the same disclosure as required by an AIF;

27. the Merger Shares and any Future Merger Shares, described in paragraphs 24, 25 and 26, share in the same venture portfolio as the GWCF Historical Shares and the currently offered series of Class A Shares and invest in the same non-venture investment portfolio as the GWCF Historical Shares;

28. the Filer continues to examine the portfolios of other venture capital funds to identify possible merger candidates, which may result in future mergers with other venture capital funds, subject to obtaining any necessary regulatory and shareholder approvals; as part of the merger transactions, the Filer may issue a new series of Class A Shares (Future Merger Shares) to shareholders of such other venture capital funds to reflect the allocation of risks and certain fees and charges associated with any such merger transaction;

29. due to changing market conditions and sales performance, the Filer has in the past ceased offering its Menu Shares in Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland; given the universal accessibility to the Filer's prospectus on SEDAR, the Filer believed that no AIF was required to be filed in those jurisdictions provided the series was qualified under a current prospectus that was filed in one or more of the Reporting Jurisdictions and available to the public on SEDAR;

30. given the current economic climate, and the changing venture capital conditions in Canada, the Filer may, in the future commence or cease offering by prospectus some series of Class A Shares in some of the Reporting Jurisdictions;

31. the Filer was informed by certain Reporting Jurisdictions that reference to "prospectus" in section 9.2 of NI 81-106 is interpreted to mean "prospectus filed in each jurisdiction in which the investment fund is reporting"; accordingly, despite the GWCF Historical Shares Relief and the Merger Shares Relief, in jurisdictions where the Filer does not file a prospectus, the Filer is required to file an AIF in respect of any shares for which a prospectus has not been receipted in the jurisdiction within the prior 12 months; and the GWCF Historical Shares Relief and the Merger Shares Relief may not be valid in those Reporting Jurisdictions where the Filer has not filed a prospectus for those shares within the prior 12 months;

32. the Filer was advised by certain Reporting Jurisdictions that it was considered to be in default in certain provinces and therefore, the Filer filed its prospectus for 2006, 2007 and 2008 in those jurisdictions in which it was noted in default;

33. the financial year end of the Filer is August 31; therefore, without the requested relief, the Filer would have to file an AIF for certain of the Class A Shares, by November 29, 2009.

Decision

4 Each of the Decision Makers is satisfied that the decision meets the test contained in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

(a) the Filer has a current prospectus which has been filed and receipted by at least one securities regulatory authority or regulator in Canada during the last 12 months preceding its financial year end;

(b) the Filer's prospectus contain, and any renewal prospectuses of the Filer contain:

(i) AIF Level Disclosure for the GWCF Historical Shares, the Merger Shares, any Future Merger Shares, and any other series of Class A Shares that the Filer has ceased offering or distributing; and

(ii) prospectus-level disclosure for all series of Class A Shares offered in at least one of the Reporting Jurisdictions but has ceased offering or distributing in one or more of the Reporting Jurisdictions;

(c) no later than November 29, 2009, and on annual basis thereafter, the Filer files on SEDAR a notice that includes the following information:

(i) the Filer received an exemption from the requirement to file an AIF for the GWCF Historical Shares, the Merger Shares, any Future Merger Shares, and any other series of Class A Shares that the Filer has ceased offering or distributing, or may cease offering or distributing in the future, in one or more of the Reporting Jurisdictions; and

(ii) a notice to holders of such shares that they should refer to the then current prospectus of the Filer for information concerning the GWCF Historical Shares, the Merger Shares, any Future Merger Shares, and any other series of Class A Shares that the Filer has ceased offering or distributing, or may cease offering or distributing in the future, in one or more of the Reporting Jurisdictions; and

(d) if a holder of the GWCF Historical Shares, the Merger Shares, any Future Merger Shares, or any other series of Class A Shares that are no longer offered at all or that are not offered or distributed in a particular Reporting Jurisdiction, requests a copy of the AIF, the Filer will send, without charge, within 10 calendar days after the request, a copy of the most recent prospectus of the Filer, together with clear and concise statements indicating that the prospectus contains information about the GWCF Historical Shares, the Merger Shares, any Future Merger Shares, or any other series of Class A Shares that are no longer offered or distributed at all or that are not offered or distributed in a particular Reporting Jurisdiction, that would otherwise be disclosed in an AIF.