Mavrix Explore Québec 2006 FT Limited Partnership - Form 41-501F1, item 27.2

Headnote

Exemption from the provisions of Item 27.2 of Form 41-501F1 which requires that an issuer attach a copy of the limited partnership agreement to both the preliminary and final prospectus, subject to certain conditions.

Rules Cited

Ontario Securities Commission Rule 41-501 - General Prospectus Requirements, s. 15.1.

Form 41-501F1 - Information Required in a Prospectus, item 27.2.

September 19, 2006

Blake, Cassels & Graydon LLP

Attention: Kym Zelinski

Dear Sirs/Mesdames:

By letter dated August 30, 2006 (the "Application"), the Partnership applied to the Director of the Ontario Securities Commission (the "Director") pursuant to section 15.1 of Rule 41-501 for relief from the operation of item 27.2 of Form 41-501F1 which requires that an issuer attach a copy of the limited partnership agreement to both its preliminary and final prospectus.

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 Partnerships' prospectus, subject to the following conditions:

1. the final prospectus will include a summary of all material provisions of the limited partnership agreement; and

2. the final prospectus will advise investors and potential investors of the various means by which they can obtain copies of the limited partnership agreement, which will include:

a. inspection during normal business hours at the Partnership's principal place of business;

b. from SEDAR;

c. upon written request to the General Partner; and

d. from the website of the Partnership's manager.

Yours very truly,