Centerfire Growth Fund Inc. - ss. 4.2 and 9.2 of NI 81-106 Investment Fund Continuous Disclosure

Headnote

Labour sponsored investment fund exempt from requirements to prepare and file annual information form and management report of fund performance for one financial year end as fund intends to sell substantially all of its assets to another fund.

Rules Cited

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.2, 9.2.

December 23, 2005

IN THE MATTER OF

NATIONAL INSTRUMENT 81-106

INVESTMENT FUND CONTINUOUS DISCLOSURE

AND

IN THE MATTER OF

CENTERFIRE GROWTH FUND INC.

(the Fund)

ORDER

Background

The Ontario Securities Commission (the Commission) has received an application from the Fund for a decision pursuant to section 17.1 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) exempting the Fund from:

(a) the requirement to prepare an annual information form (an AIF) as required by section 9.2 of NI 81-106 with respect to the fiscal period ended August 31, 2005; and

(b) the requirement to prepare a management report of fund performance (an MRFP) as required by section 4.2 of NI 81-106 with respect to the fiscal period ended August 31, 2005.

Representations

This Order is based on the following facts represented by the Fund:

1. The Fund is a corporation incorporated under the Canada Business Corporations Act, is registered as a labour sponsored investment fund under the Community Small Business Investment Funds Act (Ontario) and is a reporting issuer in Ontario. The Fund is not in default of any requirement of Ontario's securities laws.

2. Lawrence Asset Management Inc. (LAMI) is the manager and investment adviser of the Fund.

3. Shares of the Fund are currently not qualified for sale to the public by means of a prospectus.

4. The financial year-end of the Fund is August 31^st.

5. In accordance with the requirements of NI 81-106, the Fund is required to file its AIF for the fiscal period ended August 31, 2005 on or before December 29, 2005 (the Filing Date).

6. In accordance with the requirements of NI 81-106, the Fund is required to file its MRFP for the fiscal period ended August 31, 2005 and to deliver a copy to its shareholders on or before the Filing Date.

7. The Fund has been contemplating and intends to sell substantially all of its assets to Lawrence Enterprise Fund Inc. (LEFI) (the Transaction) in the near future. LAMI is also the manager and investment adviser of LEFI. The financial year-end of LEFI is also August 31^st.

8. The Fund will deliver its audited annual financial statements for the fiscal period ended August 31, 2005, together with a cover letter describing the Transaction, to its shareholders on or before the Filing Date.

Order

The Commission is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Fund is exempt from the requirement to prepare and file a copy of its AIF and MRFP with respect to its fiscal period ended August 31, 2005 and, to the extent required, to deliver a copy of such documents to its shareholders, provided that:

(a) the Fund delivers its audited annual financial statements for the fiscal period ended August 31, 2005, together with a cover letter describing the Transaction, to its shareholders on or before the Filing Date; and

(b) a meeting of the Fund's shareholders for the purposes of approving the Transaction is held on or before February 28, 2006.