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.

Securities Act, R.S.O. 1990, c. S.5, as am.

December 3, 2007

Borden Ladner Gervais LLP
World Exchange Plaza
100 Queen Street, Suite 1100
Ottawa, ON K1P 1J9

Attention: R. Steve Thomas

Dear Sirs/Mesdames:

Re:
Return on Innovation Fund Inc. (the "Fund")
Exemptive Relief Application under Part 11 of OSC Rule 41-502 Prospectus Requirements for Mutual Funds ("Rule 41-502")
Application No. 2007/0989, SEDAR Project No. 1184944

By letter dated November 19, 2007 (the "Application"), you applied on behalf of the Fund to the Director of the Ontario Securities Commission (the "Director") pursuant to Part 11 of Rule 41-502 for an exemption to allow the Fund not to include in its prospectus 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 the Fund's prospectus provided that the prospectus incorporates by reference the Financial Statements.

Yours very truly,

"Vera Nunes"
Assistant Manager, Investment Funds Branch