Mutual Reliance Review System for Exemptive Relief Applications - Issuer exemptedfrom interim financial reporting requirements for first and third quarter of each financialyear. Exemption terminates upon the occurrence of a material change in the businessaffairs of the Issuer unless the Decision Makers is satisfied that the exemption shouldcontinue.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as amended, ss. 6(3), s.77(1), 79, 80(b)(iii)
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
DYNAMIC CMP FUND LTD.
MRRS DECISION DOCUMENT
WHEREAS the securities regulatory authority or regulator (the "Decision Maker")in each of the Provinces of British Columbia, Alberta, Ontario, Nova Scotia andNewfoundland (the "Jurisdictions") has received the application of Dynamic CMP Fund Ltd.(the "Corporation") for a decision pursuant to the securities legislation (the "Legislation")of the Jurisdictions exempting the Corporation from the requirements of the Legislation tofile with the Decision Makers and send to its securityholders comparative interim financialstatements for the first and third quarters of each financial year of the Corporation;
AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for such application;
AND WHEREAS the Corporation has represented to the Decision Makers that:
1. The Corporation is a corporation incorporated pursuant to the provisions of theBusiness Corporations Act (Ontario) and has not been dissolved;
2. on June 2, 2000 the Decision Makers issued a receipt for a prospectus (the"Prospectus") dated May 31, 2000 of the Corporation and CMP 2000 ResourceLimited Partnership (the "Partnership") with respect to the offering of units of thePartnership;
3. the Prospectus was a non-offering prospectus for the Corporation;
4. the Partnership was formed for the purpose of investing the proceeds from the issueand sale of units of the Partnership primarily in flow-through shares of corporationsthat represent to the Partnership that they are principal business corporations asdefined in the Income Tax Act (Canada) and that they intend to incur CanadianExploration Expense;
5. it is expected that on or about January 16, 2002, or as soon as substantially allstatutory resale restrictions on the Partnership's investments have expired, thePartnership will be liquidated and the limited partners thereof will receive their prorata share of the net assets of the Partnership, it being the current intention of thegeneral partner of the Partnership to propose prior to such dissolution thatsubstantially all of the assets of the Partnership be exchanged for shares of theCorporation ("Fund Shares") and upon such dissolution, the limited partners of thePartnership would then receive their pro rata share of the Fund Shares;
6. the Corporation has not carried on, and will not carry, any business or investmentactivity until the transfer to it of the assets of the Partnership, except for the enteringinto of a transfer agreement with the Partnership and a management agreementwith Dynamic Mutual Funds Ltd., both such agreements being disclosed in theProspectus and neither agreement being effective until the limited partners of thePartnership approve the transfer agreement and all other regulatory approvalsrequired in connection with such transfer are obtained;
7. Dundee Wealth Management Inc. (the "Shareholder") is currently the soleshareholder of the Corporation; and
8. unless a material change takes place in the business and affairs of the Corporation,the Shareholder will obtain adequate financial information concerning theCorporation from the semi-annual financial statements and the annual reportcontaining audited financial statements of the Corporation together with theauditors' report thereon distributed to such Shareholder;
AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;
THE DECISION of the Decision Makers under the Legislation is that:
1. the Corporation be and is hereby exempted from the requirement to file with theDecision Makers comparative interim financial statements for the first and thirdquarters of each financial year of the Corporation; and
2. the Corporation be and is hereby exempted from the requirement to send to theShareholder comparative interim financial statements for the first and third quartersof each financial year of the Corporation,
3. provided that these exemptions shall terminate upon the occurrence of a materialchange in the affairs of or any change in the shareholdings of the Corporationunless the Corporation satisfies the Decision Makers that the exemptions shouldcontinue, which satisfaction shall be evidenced in writing.
October 16th, 2000.
"J. A. Geller" "R. Stephen Paddon"