Securities Law & Instruments


Exemption granted to a participatingdealer from the "equity interest" disclosure and consentprovisions of National Instrument 81-105 Mutual Fund Sales Practicesin connection with a small equity interest held by one registeredrepresentative of the dealer in a member of the organizationof a mutual fund, subject to certain specified conditions.

Rules Cited

National Instrument 81-105Mutual Fund Sales Practices, subsections 8.2(3) and 8.2(4),section 9.1.






WHEREAS the Canadiansecurities regulatory authorities or regulators (the "DecisionMakers") in the jurisdictions of Ontario, British Columbia,Alberta, Saskatchewan, Manitoba, Québec, New Brunswick,Nova Scotia, Newfoundland and Labrador, Prince Edward Island,the Yukon Territory, the Northwest Territories, and Nunavuthave received an application from Dundee Securities Corporation("Dundee") on behalf of its current and future representatives(the "Representatives") from time to time for a decisionpursuant to section 9.1 of National Instrument 81-105 MutualFund Sales Practices ("NI 81-105") that the pointof sale disclosure and consent requirements contained in subsections8.2(3) and 8.2(4) of NI 81-105 shall not apply in respect ofthe equity interest of a registered representative of Dundeein ClaringtonFunds Inc. ("Clarington");

AND WHEREAS pursuantto the Mutual Reliance Review System for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this application;

AND WHEREAS Dundee hasrepresented to the Decision Makers as follows:

1. Dundee is registered asan investment dealer in, and has offices and representativeslocated in, each of the provinces of Canada except for PrinceEdward Island and may in the future become registered in allof the jurisdictions in Canada.

2. A registered representativeof Dundee resident in Ontario and associated with the NorthYork sub-branch of Dundee (the "Ontario Representative")beneficially owns 1.57% of the outstanding shares of Clarington(the "Clarington Equity Interest"). The OntarioRepresentative is not an officer, director or branch managerof Dundee and does not otherwise have a position of influenceover other registered representatives of Dundee.

3. Clarington is a memberof the organization (as that term is defined in NI 81-105)of the Clarington group of mutual funds (the "ClaringtonFunds"). The Clarington Funds are, and will continueto be, sold in all provinces and territories of Canada underone or more simplified prospectuses.

4. No registered representativeof Dundee, other than the Ontario Representative, holds sharesof Clarington or has an equity interest (as defined in NI81-105) of any other member of the organization of the ClaringtonFunds. The Ontario Representative does not have an equityinterest in any other member of the organization of the ClaringtonFunds.

5. Subsection 8.2(3) of NI81-105 would require of the Representatives of Dundee in allapplicable jurisdictions of Canada to give those clients whowish to acquire units of the Clarington Funds a disclosurestatement outlining the Ontario Representative's ClaringtonEquity Interest. Subsection 8.2(4) of NI 81-105 would requireeach of the Representatives of Dundee to obtain a consentfrom any client wishing to acquire units of the ClaringtonFunds.

6. Dundee seeks an exemptionfrom subsections 8.2(3) and 8.2(4) of NI 81-105 so that onlythe Ontario Representative and Dundee itself will be requiredto give the required disclosure statement to clients of theOntario Representative who wish to acquire securities of theClarington Funds. Similarly, only the Ontario Representativeand Dundee will obtain the client's consent before finalizingany acquisition by the client of units of the Clarington Funds.

7. Having regard to the sizeof the Clarington Equity Interest, the Ontario Representative'sregistration status with Dundee and the large number of representativesof Dundee located across Canada, Dundee submits that compliancewith subsections 8.2(3) and 8.2(4) of NI 81-105 would be undulyonerous and is not necessary in order to meet the policy underpinningsection 8.2 of NI 81-105.

AND WHEREAS pursuantto the System this Decision Document evidences the decisionof each Decision Maker (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in NI 81-105that provides the Decision Maker with the jurisdiction to makethe Decision has been met;

THE DECISION of the DecisionMakers pursuant to section 9.1 of NI 81-105 is that Dundee andits Representatives are exempted from compliance with subsections8.2(3) and 8.2(4) of NI 81-105 with respect to the ClaringtonEquity Interest of the Ontario Representative;

PROVIDED that in respectof such Clarington Equity Interest:

(i) the Ontario Representativecomplies with the requirements of subsections 8.2(3) and8.2(4) of NI 81-105;

(ii) Dundee complies withthe requirements of subsections 8.2(3) and 8.2(4) of NI81-105 in connection with clients of Dundee who deal withthe Ontario Representative; and

(iii) in the event the OntarioRepresentative assumes a position of authority or supervisionover other registered representatives of Dundee, those otherregistered representatives and Dundee comply with subsections8.2(3) and 8.2(4) of NI 81-105.

June 11, 2002.

"Paul M. Moore"                    "HowardI. Wetston"