CMP 2002 Resource Limited Partnership - MRRS Decision

MRRS Decision

Headnote

Issuer exempted from interimfinancial reporting requirements for first and third quarterof each financial year. Exemption terminates upon the occurrenceof a material change in the business affairs of the Issuer unlessthe Decision Makers is satisfied that the exemption should continue.

Applicable Ontario Statutes

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 SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,ONTARIO,

NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CMP 2002 RESOURCE LIMITEDPARTNERSHIP

 

MRRS DECISION DOCUMENT

WHEREAS the securitiesregulatory 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 2002 Resource Limited Partnership(the "Partnership") for a decision pursuant to thesecurities legislation (the "Legislation") of theJurisdictions exempting the Partnership from the requirementsof the Legislation to file with the Decision Makers and sendto its securityholders (the "Limited Partners") interimfinancial statements for the first and third quarters of eachfinancial year of the Partnership;

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 the Partnershiphas represented to the Decision Makers that:

1. the Partnership is a limitedpartnership formed pursuant to the Limited PartnershipsAct (Ontario) by declaration of partnership filed on August29, 1988;

2. on April 10, 2002 the DecisionMakers issued a receipt for a prospectus of the Partnership(the "Prospectus") dated April 5, 2002 with respectto the offering of units of the Partnership ("PartnershipUnits");

3. the Partnership was formedfor the purpose of investing the proceeds from the issue andsale of the Partnership Units primarily in flow-through sharesof corporations that represent to the Partnership that theyare principal business corporations as defined in the IncomeTax Act (Canada) and that they intend to incur CanadianExploration Expense;

4. the Partnership Units havenot been and will not be listed for trading on a stock exchange;

5. on or about January 16,2004, 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 thePartnership prior to such dissolution to enter into an agreementwith an open-end mutual fund corporation managed by DynamicMutual Funds Ltd. (the "Mutual Fund"), whereby theassets of the Partnership would be exchanged for shares ofthe Mutual Fund and upon such dissolution, Limited Partnerswould then receive their pro rata share of the sharesof the Mutual Fund;

6. unless a material changetakes place in the business and affairs of the Partnership,the Limited Partners will obtain adequate financial informationconcerning the Partnership from the semi-annual financialstatements and the annual report containing audited financialstatements of the Partnership together with the auditors'report thereon distributed to Limited Partners;

7. given the limited rangeof business activities to be conducted by the Partnershipand the nature of the investment of the Limited Partners inthe Partnership, the provision by the Partnership of interimfinancial statements in respect of the first and third quartersof each financial year of the Partnership will not be of significantbenefit to the Limited Partners and may impose a materialfinancial burden on the Partnership;

8. each of the purchasersof Partnership Units will consent to the exemption requestedherein by executing the subscription and power of attorneyform in respect of their purchase of Partnership Units; and

9. it is disclosed in theProspectus that Dynamic CMP Funds V Management Inc., as thegeneral partner of the Partnership, will apply for the reliefgranted herein;

AND WHEREAS under theSystem, this MRRS Decision Document evidences the decision ofeach Decision Maker (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION of the DecisionMakers under the Legislation is that:

1. the Partnership is exemptedfrom the requirement to file with the Decision Makers interimfinancial statements for the first and third quarters of eachfinancial year of the Partnership; and

2. the Partnership is exemptedfrom the requirement to send to the Limited Partners interimfinancial statements for the first and third quarters of eachfinancial year of the Partnership, provided that these exemptionsshall terminate upon the occurrence of a material change inthe affairs of the Partnership unless the Partnership satisfiesthe Decision Makers that the exemptions should continue, whichsatisfaction shall be evidenced in writing.

July 3, 2002.

"Robert W. Korthals"                    "HaroldP. Hands"