Dundee Securities Corp. & CMP 2001 Resource Limited Partnership - MRRS Decision

Headnote

MRRS - Mutual Reliance Review System for Exemptive Relief Applications ­ Issuer is related issuer and connectedissuer of registrant by virtue of common ownership of registrant and general partner of Issuer ­ Issuer is special purposeentity for investing in flow-through shares of resource issuers ­ distribution of units of Issuer on best efforts agency basis­ proposed distribution does not comply with independent underwriter requirements in the Act ­ independent underwriterto receive in excess of 20% of management fees ­ proposed distribution complies with Part 2 of Draft Multi-JurisdictionalInstrument 33-105 Underwriter Conflicts.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am.

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., 219(1), 224(1)(b), 233.

Rules Cited

Proposed Multi-jurisdictional Instrument 33-105 - Underwriting Conflicts (1998) 21 OSCB 781.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, QUEBEC AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DUNDEE SECURITIES CORPORATION AND

CMP 2001 RESOURCE LIMITED PARTNERSHIP

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of Ontario, Quebecand Newfoundland (the "Jurisdictions") has received an application from Dundee Securities Corporation (the "Filer") fora decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirement (the"Independent Underwriter Requirement") contained in the Legislation which restricts a registrant from acting as anunderwriter in connection with a distribution of securities by an issuer made by means of a prospectus, where the issueris a related issuer (or the equivalent) or a connected issuer (or the equivalent) of the registrant unless a portion of thedistribution at least equal to that portion underwritten by non-independent underwriters is underwritten by independentunderwriters shall not apply to the Filer in respect of a proposed distribution (the "Offering") of units (the "Units" or"Offered Securities") of CMP 2001 Resource Limited Partnership (the "Issuer"), pursuant to a prospectus;

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 the Filer has represented to the Decision Makers that:

1. The Issuer is a limited partnership created by the filing of a declaration in accordance with the LimitedPartnerships Act (Ontario).

2. The Issuer is a special purpose entity created for the sole purpose of investing in flow-through shares ofresource companies with a view to achieving capital appreciation for the limited partners of the Issuer. TheIssuer will enter into share purchase agreements with such resource companies under which such companieswill agree to incur Canadian Exploration Expense ("CEE") in carrying out exploration in Canada, renounce suchCEE to the Issuer and issue flow-through shares to the Issuer.

3. The Issuer will be filing a preliminary prospectus (the "Preliminary Prospectus") in each of the provinces andterritories of Canada in connection with the Offering.

4. Under the terms of the Offering, the Issuer is seeking to distribute a minimum of 5,000 Units (for aggregateproceeds of $5,000,000) and a maximum of 100,000 Units (for aggregate proceeds of $100,000,000).

5. The Filer is registered as a securities dealer (or equivalent) under the Legislation in each of the Jurisdictions.The Filer is not in default of any requirements of the Legislation or any rules or regulations made thereunder.

6. The Filer is a member of the Investment Dealers Association of Canada and The Toronto Stock Exchange.

7. Pursuant to an agreement (the "Agency Agreement") to be made between the Filer and certain registeredsecurities dealers (collectively, the "Agents" and individually, an "Agent") and the Issuer, the Issuer will appointthe Agents, as its agents, to offer the Units on a best efforts basis.

8. Pursuant to the Agency Agreement, the Agents will be entitled to receive an aggregate fee (the "Agency Fee")of $75.00 for each Unit sold, with $50.00 per Unit being ultimately paid to dealers (Agents and selling groupmembers) based on the numbers of Units sold through them.

9. The management fee portion of the Agents' Fees will be divided among the Agents as follows:

10. The general partner of the Issuer, Dynamic CMP Funds III Management Inc. (the "General Partner"), is anaffiliate of the Filer by virtue of the fact that both the General Partner and the Filer are wholly-ownedsubsidiaries of Dundee Wealth Management Inc. By reason of this relationship, the Issuer may be considereda related issuer (or the equivalent) of the Filer and may be considered a connected issuer (or the equivalent)of the Filer.

11. With the exception of the Filer, each of the remaining Agents (the "Independent Underwriters") will beindependent underwriters as defined in draft Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (the"Proposed Instrument") with respect to the Offering.

12. The Issuer is not a "related issuer" or "connected issuer" (as those terms are defined in the ProposedInstrument) of any of the Independent Underwriters.

13. The Agents will receive no benefit under the Offering other than the payment of their fees in connection withthe Offering.

14. The nature and details of the relationship between the Issuer and the Filer will be described in the PreliminaryProspectus and in the (final) prospectus. The (final) Prospectus will contain the information specified inAppendix "C" of the Proposed Instrument.

15. The decision to issue the Units, including the determination of the terms of such distribution, has been madethrough negotiations between the Issuer and the Agents.

16. Pursuant to the Agency Agreement, an Independent Underwriter will receive a portion of the total managementfees equal to an amount not less than 20 percent of the total management fees for the distribution.

17. The Independent Underwriters have participated and will continue to participate in the due diligence relatingto the Offering and have participated in the structuring and pricing of the offering of the Units.

18. The certificate in each of the Preliminary Prospectus and the (final) prospectus will be signed by the Agents,including each of the Independent Underwriters.

AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Makers with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers, under the Legislation, is that the Independent Underwriter Requirementshall not apply to the Filer in connection with the Offering provided that:

(i) the Independent Underwriters participate in the offering as stated in paragraphs 16 & 17 above; and

(ii) the relationship between the Issuer and the Filer is disclosed in the Preliminary and (final) prospectus.

March 21, 2001.

"John A. Geller"       "R. Stephen Paddon"