Innovation Fund Inc. - OSC Rule 41-502 Prospectus Requirements for Mutual Funds, s. 5.2 and Part 11

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

Attention: R. Steve Thomas

Dear Sirs/Mesdames:

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,