Headnote

Representatives of mutual fund dealer exempted from the prohibition against payment of commission/fee rebates to clients who switch investments from one mutual fund to another mutual fund related to the dealer, subject to specified conditions.

National Instrument Cited

NI 81-105, ss. 4.2(1), 7.1(1)(a), 7.1(1)(b), 9.1, Part 8

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, Nunavut and the Yukon and Northwest Territories (the "Jurisdictions") has received an application from Dynamic Mutual Funds Ltd., Dundee Securities Corporation and Dundee Private Investors Inc. (collectively, "Dundee") on behalf of themselves and future affiliates of Dynamic Mutual Funds Ltd. who are dealers (the "Future Affiliated Dealers") and their respective sales representatives (the " Representatives") from time to time for a decision pursuant to section 9.1 of National Instrument 81-105 ("NI 81-105") that the prohibitions on certain rebates ("Rebates") of redemption commissions or fees contained in paragraph 7.1(1)(b) of NI 81-105 shall not apply to Rebates paid by Representatives to clients who switch from third party mutual funds to Dynamic Funds (as hereinafter defined) ("Proprietary Rebates");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System") the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS Dundee has represented to the Decision Makers that:

1. Dundee Private Investors Inc. ("Dundee Private Investors") is a subsidiary of Dundee Wealth Management Inc. ("Dundee Wealth") and is registered as a mutual fund dealer in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia and Newfoundland, and Dundee Securities Corporation ("Dundee Securities") is a subsidiary of Dundee Wealth and is registered as a securities dealer in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, New Brunswick, Nova Scotia and Newfoundland;

2. Dynamic Mutual Funds Ltd. ("Dynamic") is a subsidiary of Dundee Wealth and is registered as an adviser in the categories of investment counsel and portfolio manager in the Provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia, and as a mutual fund dealer in the Provinces of Quebec, British Columbia, Manitoba and Ontario;

3. Dynamic is the manager of mutual funds known as the Dynamic Funds, the Viscount Funds and the Canmore Funds (these mutual funds together with any mutual funds of which Dynamic or any affiliate of Dynamic becomes manager in the future are referred to collectively as the "Dynamic Funds");

4. Dundee Private Investors and Dundee Securities are participating dealers of the Dynamic Funds as well as of third party mutual funds ("Third Party Funds");

5. No Representative owns more than 10% of the outstanding voting or equity securities of Dundee Wealth and no Representative owns any of the outstanding voting or equity securities of Dynamic, Dundee Securities or Dundee Private Investors;

6. Dundee Securities and Dundee Private Investors are affiliates of Dynamic and are therefore "members of the organization" of the Dynamic Funds pursuant to NI 81-105;

7. Paragraph 7.1(1)(b) of NI 81-105 prohibits Representatives from paying Proprietary Rebates;

8. This relief is being applied for in order to permit Rebates to be paid by Representatives to clients who are switching from Third Party Funds to Dynamic Funds;

9. The decision to provide Proprietary Rebates will be made by the Representatives based on the best interests of the client;

10. Representatives are not required by Dynamic or any of its affiliates to sell Dynamic Funds to clients and accordingly have no quotas in respect of selling Dynamic Funds and are not provided with incentives by Dynamic (other than as permitted by NI 81-105) or any of its affiliates to sell Dynamic Funds.

AND WHEREAS pursuant to the System this Decision Document evidences the decision of each Decision Maker (collectively the "Decision");

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

THE DECISION of the Decision Makers pursuant to section 9.1 of NI 81-105 is that the Representatives are exempt from the prohibitions on Rebates contained in paragraph 7.1(1)(b) of NI 81-105 to the extent necessary to allow Representatives to pay Proprietary Rebates;

PROVIDED that in respect of each such payment:

(i) Dynamic, the relevant affiliate of Dynamic and the relevant Representative, as the case may be, complies with the informed written consent provisions of paragraph 7.1(1)(a) and the disclosure and consent provisions of Part 8 of NI 81-105 except to the extent that Dundee obtains or has obtained permission from the Canadian Securities Administrators to deviate from such requirements;

(ii) clients are advised, in advance, that any Rebate proposed to be made available by a Representative in connection with the purchase of securities of Dynamic Funds will be available to the client regardless of whether the redemption proceeds are invested in a Dynamic Fund or a Third Party Fund (to a maximum of the commission earned by the Representative on the purchase);

(iii) neither Dynamic nor any of its affiliates provided a monetary or non-monetary benefit other than is permitted by NI 81-105;

(iv) neither Dundee Private Investors, Dundee Securities nor the Future Affiliated Dealers provided an incentive to the Representative to recommend a Dynamic Fund over a Third Party Fund, other than as is permitted by NI 81-105;

(v) the amount of the Proprietary Rebate is determined by the Representative and the client;

(vi) the Representative who makes the Proprietary Rebate is not and will not be reimbursed directly or indirectly for such payment by Dynamic or any affiliate other than through the commissions (including trailing commissions) earned by the Representative on the purchase of the Dynamic Fund;

AND PROVIDED FURTHER that:

(vii) Representatives are not and shall not in the future be subject to quotas (either express or implied) in respect of the distribution of Dynamic Funds and shall continue to be entitled to sell Third Party Funds;

(viii) a Representative who makes a Proprietary Rebate is employed by or on contract with a dealer that is an affiliate of Dynamic registered in the jurisdiction in which the Proprietary Rebate is paid.

AND PROVIDED FURTHER that this Decision Document shall cease to be operative with respect to a Decision Maker following the entry into force of a rule of that Decision Maker that replaces or amends section 7.1 of NI 81-105.

April 28^th, 2000.

"J. A. Geller"       "Theresa McLeod"