GrowthWorks Canadian Fund Ltd. and GrowthWorks Ltd. -- s. 127(1) of the Act and Rule 16 of the OSC Rules of Procedure (2010), 33 O.S.C.B. 8017

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

AN APPLICATION BY THE SPECIAL COMMITTEE OF

DIRECTORS OF THE VENGROWTH FUNDS

AND

IN THE MATTER OF

GROWTHWORKS CANADIAN FUND LTD. AND GROWTHWORKS LTD.

NOTICE OF HEARING

(Subsection 127(1) of the Act and Rule 16 of the Ontario Securities Commission

Rules of Procedure (2010), 33 O.S.C.B. 8017)

TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to subsection 127(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") at its offices at 20 Queen Street West, 17th Floor, Toronto, Ontario, commencing on June 1, 2011 at 10:00 a.m. or as soon thereafter as the hearing can be held;

TO CONSIDER whether it is in the public interest for the Commission

1. to make an order permitting the application dated May 2, 2011 (the "Application") filed by the Special Committee of Directors of the The VenGrowth Investment Fund Inc., The VenGrowth II Investment Fund Inc., The VenGrowth III Investment Fund Inc., The VenGrowth Advanced Life Sciences Fund Inc., and The VenGrowth Traditional Industries Fund Inc. (the "VenGrowth Funds") to be heard;

2. to make an order pursuant to subsection 127(1)2 of the Act that trading in securities of GrowthWorks Canadian Fund Ltd. ("GrowthWorks") by or on behalf of the respondents, GrowthWorks and GrowthWorks Ltd., with respect to GrowthWorks' proposed acquisition of the VenGrowth Funds, cease for such period as is specified in the order;

3. to make an order pursuant to subsection 127(1)5 of the Act that GrowthWorks' information circular dated March 14, 2011, and its related support agreement and other documents sent to VenGrowth Shareholders or published on the GrowthWorks website not be provided by or on behalf of the respondents to any VenGrowth Shareholders and that these documents be removed from the GrowthWorks website, and

4. to make an order granting such further and other relief as counsel may request and the Commission may order.

BY REASON of the allegations set out in the Application and such additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by counsel at the hearing; and

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and that party is not entitled to any further notice of the proceeding.

DATED at Toronto this 4th day of May, 2011.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

AN APPLICATION BY THE SPECIAL COMMITTEE OF

DIRECTORS OF THE VENGROWTH FUNDS

AND

IN THE MATTER OF

GROWTHWORKS CANADIAN FUND LTD. AND GROWTHWORKS LTD.

NOTICE OF HEARING

(Subsection 127(1) of the Act and Rule 16 of the Ontario Securities Commission

Rules of Procedure (2010), 33 O.S.C.B. 8017)

APPLICATION

This application to the Ontario Securities Commission is brought by the applicant, the Special Committee of Directors of The VenGrowth Investment Fund Inc., The VenGrowth II Investment Fund Inc., The VenGrowth III Investment Fund Inc., The VenGrowth Advanced Life Sciences Fund Inc., and The VenGrowth Traditional Industries Fund Inc. (the "VenGrowth Funds").

This application will come on for a hearing on a date, at a time and at a place to be set by the Secretary of the Commission.

1. The applicant makes application for:

(a) an order permitting this application to be heard,

(b) an order pursuant to subsection 127(1)2 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that trading in securities of GrowthWorks Canadian Fund Ltd. ("GrowthWorks") by or on behalf of the respondents, GrowthWorks and GrowthWorks Ltd., with respect to GrowthWorks' proposed acquisition of the VenGrowth Funds, cease for such period as is specified in the order,

(c) an order pursuant to subsection 127(1)5 of the Act that GrowthWorks' information circular dated March 14, 2011, and its related support agreement and other documents sent to VenGrowth Shareholders or published on the GrowthWorks website not be provided by or on behalf of the respondents to any VenGrowth Shareholders and that these documents be removed from the GrowthWorks website, and

(d) such further and other relief as counsel may request and the Commission may order.

2. The grounds for this application are:

(a) GrowthWorks is attempting to acquire the VenGrowth Funds by soliciting their shareholders (the "VenGrowth Shareholders") to sign support agreements giving GrowthWorks an irrevocable power of attorney to requisition shareholder meetings of the VenGrowth Funds and vote VenGrowth Shareholders' shares at such meetings,

(b) the solicitation is being made, in part, through an "information circular" dated March 14, 2011 and other documents and statements that are misleading and omit material information,

(c) GrowthWorks' solicitation is a solicitation of proxies that contravenes Ontario securities law and the Canada Business Corporations Act ("CBCA"),

(d) GrowthWorks' support agreement contravenes the CBCA and Ontario securities law and is itself misleading,

(e) GrowthWorks' attempt to create an irrevocable proxy to enable it to acquire the VenGrowth Funds is inconsistent with the animating principles of the Act with respect to take-over bids and proxy solicitation,

(f) it is in the public interest for the Commission to permit this application to be heard,

(g) it is in the public interest for the Commission to make orders prohibiting the continuation of GrowthWorks' solicitation and other conduct in furtherance of its proposed acquisition of the VenGrowth Funds,

(h) section 127 of the Act,

(i) Rule 16 of the Ontario Securities Commission Rules of Procedure, and

(j) such further and other grounds as counsel may advise.

3. The documentary evidence to be used at the hearing of this application is:

(a) the Application Record,

(b) any further material as may be necessary for the hearing of this Application,

Date: May 2, 2011

Counsel for the Applicant