Mackenzie 2004 Resource Limited Partnership - MRRS Decision

Headnote

Issuer exempted from interim financial reporting requirements for first and third quarter of each financial year. Exemption terminates upon the occurrence of a material change in the business affairs of the Issuer unless the 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 LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, ONTARIO,

NOVA SCOTIA AND NEWFOUNDLAND (the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MACKENZIE 2004 RESOURCE LIMITED PARTNERSHIP (the Filer)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirements to file with the Decision Makers and send to its securityholders (the Limited Partners) interim financial statements for the first and third quarters of each financial year of the Filer (the Requested Relief);

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a limited partnership formed pursuant to the Limited Partnerships Act (Ontario) on March 3, 2004;

2. On April 29, 2004, the Decision Makers issued a receipt for a prospectus of the Filer (the Prospectus) dated April 28, 2004 with respect to the offering of units of the Filer (Units);

3. The Filer was formed for the purpose of investing the proceeds from the issue and sale of the Units primarily in flow-through shares of issuers whose principal business is oil and gas or mining exploration and who represent that they intend to incur Canadian Exploration Expense (as such term is defined in the Income Tax Act (Canada));

4. The Units have not been and will not be listed for trading on a stock exchange;

5. It is disclosed in the Prospectus that Mackenzie 2004 GP Inc., as the General Partner of the Filer, will apply for the relief granted herein;

6. Mackenzie 2004 GP Inc., as general partner of the Filer, on or about February 3, 2006, intends to exchange substantially all of the assets of the Filer for shares of an open-end mutual fund corporation managed by Mackenzie Financial Corporation. Following this exchange, the Filer will be dissolved and the Limited Partners of the Filer will receive their pro rata share of the assets of the Filer, then consisting of such mutual fund shares;

7. Unless a material change takes place in the business and affairs of the Filer, the Limited Partners will obtain adequate financial information concerning the Filer from the semi-annual financial statements and the annual report containing audited financial statements of the Filer together with the auditors' report thereon distributed to the Limited Partners;

8. Given the limited range of business activities to be conducted by the Filer and the nature of the investment of the Limited Partners in the Filer, the provision by the Filer of interim financial statements in respect of the first and third quarters of each financial year of the Filer will not be of significant benefit to the Limited Partners and may impose a material financial burden on the Filer; and

9. Each of the Limited Partners has, by subscribing for the Units offered by the Filer in accordance with the Prospectus, agreed to the irrevocable power of attorney contained in Article 18 of the Amended and Restated Limited Partnership Agreement scheduled to the Prospectus and has thereby consented to the making of this application for the exemption requested herein;

DECISION

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that the decision shall terminate upon the occurrence of a material change in the affairs of the Filer unless the Filer satisfies the Decision Makers that the decision should continue, which satisfaction shall be evidenced in writing.

August 27, 2004.