CMP 2001 Resource Limited Partnership - MRRS Decision
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, ONTARIO,
NOVA SCOTIA AND NEWFOUNDLAND
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
CMP 2001 RESOURCE LIMITED PARTNERSHIP
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the Provincesof British Columbia, Alberta, Ontario, Nova Scotia and Newfoundland (the "Jurisdictions") has received an applicationfrom CMP 2001 Resource Limited Partnership (the "Partnership") for a decision pursuant to the securities legislation (the"Legislation") of the Jurisdictions exempting the Partnership from the requirements of the Legislation to file with theDecision Makers and send to its securityholders (the "Limited Partners") interim financial statements for the first and thirdquarters of each financial year of the Partnership;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for such application;
AND WHEREAS the Partnership has represented to the Decision Makers that:
1. the Partnership is a limited partnership formed pursuant to the Limited Partnerships Act (Ontario) by declarationof partnership filed on February 26, 2001;
2. the head office of the Partnership is in Ontario;
3. on March 13, 2001 the Decision Makers issued a receipt for a preliminary prospectus of the Partnership (the"Preliminary Prospectus") dated March 12, 2001 with respect to the offering of units of the Partnership(collectively "Partnership Units");
4. the Partnership filed a final prospectus (the "Prospectus") on April 12, 2001 with respect to the offering ofPartnership Units;
5. the Partnership was formed for the purpose of investing the proceeds from the issue and sale of the PartnershipUnits primarily in flow-through shares of corporations that represent to the Partnership that they are principalbusiness corporations as defined in the Income Tax Act (Canada) and that they intend to incur CanadianExploration Expense;
6. the Partnership Units have not been and will not be listed for trading on a stock exchange;
7. on or about January 16, 2003, or as soon as substantially all statutory resale restrictions on the Partnership'sinvestments have expired, the Partnership will be liquidated and the Limited Partners will receive their pro ratashare of the net assets of the Partnership, it being the current intention of the general partner of the Partnershipto propose prior to such dissolution that the Partnership enter into an agreement with Dynamic Global FundCorporation (the "Mutual Fund"), an open end mutual fund, whereby the assets of the Partnership would beexchanged for shares of the Mutual Fund and upon such dissolution, Limited Partners would then receive theirpro rata share of the shares of the Mutual Fund;
8. unless a material change takes place in the business and affairs of the Partnership, the Limited Partners willobtain adequate financial information concerning the Partnership from the semi-annual financial statementsand the annual report containing audited financial statements of the Partnership together with the auditors'report thereon distributed to Limited Partners;
9. given the limited range of business activities to be conducted by the Partnership and the nature of theinvestment of the Limited Partners in the Partnership, the provision by the Partnership of interim financialstatements in respect of the first and third quarters of each financial year of the Partnership will not be ofsignificant benefit to the Limited Partners and may impose a material financial burden on the Partnership;
10. each of the purchasers of Partnership Units will consent to the exemption requested herein by executing thesubscription and power of attorney form in respect of their purchase of Partnership Units; and
11. it is disclosed in the Preliminary Prospectus and will be disclosed in the Prospectus that Dynamic CMP FundsIII Management Inc., as the general partner of the Partnership, will apply for the relief granted herein;
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision")
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that:
1. the Partnership is exempted from the requirement to file with the Decision Makers interim financial statementsfor the first and third quarters of each financial year of the Partnership; and
2. the Partnership is exempted from the requirement to send to the Limited Partners interim financial statementsfor the first and third quarters of each financial year of the Partnership;
3. provided that these exemptions shall terminate upon the occurrence of a material change in the affairs of thePartnership unless the Partnership satisfies the Decision Makers that the exemptions should continue, whichsatisfaction shall be evidenced in writing.
April 27, 2001.
"Paul M. Moore" "Robert W. Korthals"