Securities Law & Instruments


Issuerexempted from interim financial reporting requirements for firstand third quarter of each financial year. Exemption terminatesupon the occurrence of a material change in the business affairsof the Issuer unless the Decision Makers is satisfied that theexemption should continue.

ApplicableOntario Statutes

SecuritiesAct, R.S.O. 1990, c.S.5, as amended, ss. 6(3), s.77(1), 79, 80(b)(iii).













WHEREAS the securities regulatory authority or regulator(the "Decision Maker") in each of the Provinces of British Columbia,Alberta, Ontario, Nova Scotia and Newfoundland (the "Jurisdictions")has received the application of CMP 2001 II Resource LimitedPartnership (the "Partnership") for a decision pursuant to thesecurities legislation (the "Legislation") of the Jurisdictionsexempting the Partnership from the requirements of the Legislationto file with the Decision Makers and send to its securityholders(the "Limited Partners") interim financial statements for thefirst and third quarters of each financial year of the Partnership;

AND WHEREAS pursuant to the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"), theOntario Securities Commission is the principal regulator forthis application;

AND WHEREAS the Partnership has represented to theDecision Makers that:

1.the Partnership is a limited partnership formed pursuant tothe Limited Partnerships Act (Ontario) by declarationof partnership filed on September 28, 2001;

2. on November 23,2001 the Decision Makers issued a receipt for a prospectus ofthe Partnership (the "Prospectus") dated November 21, 2001 withrespect to the offering of units of the Partnership ("PartnershipUnits");

3. the Partnershipwas formed for the purpose of investing the proceeds from theissue and sale of the Partnership Units primarily in flow-throughshares of corporations that represent to the Partnership thatthey are principal business corporations as defined in the IncomeTax Act (Canada) and that they intend to incur Canadian ExplorationExpense;

4. the PartnershipUnits have not been and will not be listed for trading on a stockexchange;

5. on or about January16, 2003, or as soon as substantially all statutory resale restrictionson the Partnership's investments have expired, the Partnershipwill be liquidated and the Limited Partners will receive theirpro rata share of the net assets of the Partnership.It is the current intention of the general partner of the Partnershipprior to such dissolution, to enter into an agreement with anopen-end mutual fund corporation managed by Dynamic Mutual FundsLtd. (the "Mutual Fund"), whereby the assets of the Partnershipwould be exchanged for shares of the Mutual Fund and upon suchdissolution, Limited Partners would then receive their prorata share of the shares of the Mutual Fund;

6. unless a materialchange takes place in the business and affairs of the Partnership,the Limited Partners will obtain adequate financial informationconcerning the Partnership from the semi-annual financial statementsand the annual report containing audited financial statementsof the Partnership together with the auditors' report thereondistributed to Limited Partners;

7. given the limitedrange of business activities to be conducted by the Partnershipand the nature of the investment of the Limited Partners in thePartnership, the provision by the Partnership of interim financialstatements in respect of the first and third quarters of eachfinancial year of the Partnership will not be of significant benefitto the Limited Partners and may impose a material financial burdenon the Partnership;

8. each of the purchasersof Partnership Units will consent to the exemption requested hereinby executing the subscription and power of attorney form in respectof their purchase of Partnership Units; and

9. it is disclosedin the Prospectus that Dynamic CMP Funds IV Management Inc., asthe general partner of the Partnership, will apply for the reliefgranted herein;

AND WHEREASunder the System, this MRRS Decision Document evidences the decisionof each Marker (collectively, the "Decision");

AND WHEREASeach of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISIONof the Decision Makers under the Legislation is that:

1. the Partnershipis exempted from the requirement to file with the Decision Makersinterim financial statements for the first and third quartersof each financial year of the Partnership; and

2. the Partnershipis exempted from the requirement to send to the Limited Partnersinterim financial statements for the first and third quartersof each financial year of the Partnership,

3. provided that theseexemptions shall terminate upon the occurrence of a material changein the affairs of the Partnership unless the Partnership satisfiesthe Decision Makers that the exemptions should continue, whichsatisfaction shall be evidenced in writing.

January 7, 2002.

"PaulMoore"       "David A. Brown"