Securities Law & Instruments

Headnote

Exemption from the requirement to include financial statements in the prospectus provided that the prospectus incorporates by reference such statements. -- Section 5.2 and Part 11 of Ontario Securities Commission Rule 41-502 Prospectus Requirements for Mutual Funds.

Applicable Legislative Provisions

Ontario Securities Commission Rule 41-502 Prospectus Requirements for Mutual Funds, s/ 5.2 and Part 11.

October 23, 2007

Irwin, White & Jennings
Barristers & Solicitors

Attention: John McLeod

Dear Sirs/Mesdames:

Re:
GrowthWorks Canadian Fund Ltd. and GrowthWorks Commercialization Fund Ltd.(the "Funds")
Exemptive Relief Application under Part 11 of OSC Rule 41-502 Prospectus Requirements for Mutual Funds ("Rule 41-502")
Application No. 2007/0813, Pre-file No. 2356 , SEDAR Project No's. 1162879 and 1165088

By letters dated September 27, 2007 and October 2, 2007 (the "Application"), you applied on behalf of the Funds to the Director of the Ontario Securities Commission (the "Director") pursuant to Part 11 of Rule 41-502 for an exemption to allow the Funds not to include in their prospectuses the financial statements (the "Financial Statements") set out in Section 5.2 of Rule 41-502, including annual financial statements, and interim financial statements (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 exemption to be evidenced by the issuance of a receipt for each Fund's prospectus provided that the prospectus incorporates by reference the Financial Statements.

Yours very truly,

"Vera Nunes"
Assistant Manager
Investment Funds