GMP Capital Trust reports results for third quarter 2007



    
    -   Achieves record quarterly revenue
    -   Declares special cash distribution of $0.65 per unit
    -   Monthly distribution increased 12% to $0.14 per unit
    -   Generates ROE of 50% for quarter
    

    TORONTO, Nov. 7 /CNW/ - GMP Capital Trust (the Fund) today released its
financial results for the three and nine months ended September 30, 2007.
Revenue reached a quarterly record of $130.4 million for third quarter 2007,
up 67% over the same period last year, while revenue for the first nine months
of 2007 was $372.4 million, up 47% over the same period last year. Net income
was $39.3 million in third quarter 2007, the second highest quarterly net
income reported by the Fund since its inception, and $122.3 million for the
first nine months of 2007. Annualized return on unitholders' equity (ROE) was
50.0% for the third quarter and 55.0% for the first nine months of 2007. The
Fund also announced that its Board of Trustees has approved a special cash
distribution of $0.65 per Fund unit, payable to Fund units of record as of
December 31, 2007, and a 12% increase in monthly distributions to $0.14 per
Fund unit that will commence with the November 2007 distribution, which will
be payable in December 2007. Griffiths McBurney L.P. will make the same
distributions to holders of its Class B limited partner units.

    
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    Third Quarter 2007 vs. Third Quarter 2006 Highlights

    -   Revenue of $130.4 million, up 67%
    -   Pre-tax income of $43.0 million, up 75%
    -   Net income of $39.3 million, up 70%
    -   Basic earnings per unit of $0.62, up 68%
    -   ROE of 50.0% compared with 37.5%
    -   Distributable cash of $45.3 million ($0.72 per basic unit), up 64%
        from $27.6 million ($0.45 per basic unit)
    -   Payout ratio of 52.1% compared with 83.9%

    First Nine Months 2007 vs. First Nine Months 2006 Highlights

    -   Revenue of $372.4 million, up 47%
    -   Pre-tax income of $137.0 million, up 42%
    -   Net income of $122.3 million, up 37%
    -   Basic earnings per unit of $1.95, up 29%
    -   ROE of 55.0% compared with 55.6%
    -   Distributable cash of $142.5 million ($2.27 per basic unit), up 49%
        from $95.5 million ($1.62 per basic unit)
    -   Payout ratio of 49.6% compared with 64.5%
    -------------------------------------------------------------------------
    

    "In the third quarter, GMP demonstrated the strength of our franchise and
our ability to prosper in difficult market conditions," said Kevin Sullivan,
Chief Executive Officer. "Despite volatility and uncertainty in the third
quarter, the hard work of our talented people resulted in record quarterly
revenue performance and another excellent quarter of achievements across our
business segments. Our growing revenue, profitability and distributable cash
confirm that our expansion strategies and our positioning in the Canadian
capital markets continue to be on the right track."

    THIRD QUARTER 2007 BUSINESS SEGMENT HIGHLIGHTS

    Capital Markets

    
    -   Revenue of $111.7 million, up 69% from third quarter 2006
    -   Income before income taxes of $48.2 million, up 79% from third
        quarter 2006
    -   Record quarterly investment banking revenue of $68.5 million, up 63%
        from third quarter 2006, primarily driven by strong underwriting
        activity despite a general slowdown in underwriting activity in
        Canada in the quarter, and the completion of several previously
        announced advisory mandates
    -   Record quarterly sales and trading commission income of
        $37.6 million, up 65% from third quarter 2006, primarily driven by
        robust trading volumes
    -   Ranked No. 1 in block trading volume on the Toronto Stock Exchange
        with a market share of 12.2%(1)
    -   Significant growth in underwriting revenue in industrial products,
        technology and non-bank financial services sectors
    -   Ranked No. 2 in the value of common equity underwriting having led or
        co-led six transactions valued at approximately $768 million(2)
    -   Merger and acquisition advisory mandates announced in Canada
        involving GMP Securities valued at approximately US$0.9 billion(3)
    -   GMP Europe contributed $6.6 million in revenue and continues to
        develop its position and broaden its professional base

    ----------------------------
    (1) Source: CanadaEquity.com as at October 23, 2007.
    (2) Source: FPInfomart as at October 23, 2007. Data is ranked by value of
        transactions and is presented on a "Full Credit to Book" basis
        whereby the entire transaction value is allocated to the bookrunner.
        For these purposes, "equity" includes the following: private
        placements with a $1.5 million minimum; special warrants,
        irrespective of whether the issuer has received the total proceeds;
        common shares and units; convertible debt; and exercise of over-
        allotment option of original transaction launched during the period
        reported on. For these purposes, "equity" excludes the following:
        preferred shares, preferred hybrids, income trusts, rights offerings,
        and other derivatives.
    (3) Source: Bloomberg as at October 23 2007. Data contains announced
        transactions based in Canada in the specified period; includes target
        or seller and acquirer.


    Wealth Management

    -   Revenue of $13.4 million, up 102% from third quarter 2006
    -   Income before income taxes of $0.1 million compared with a loss of
        $0.6 million in third quarter 2006
    -   Assets under administration of $4.2 billion, up 76% from third
        quarter 2006
    -   Over $300 million in new client assets added during the third quarter
        as the number of GMP Private Client investment advisory teams
        continued to grow and Investment Advisors successfully transitioned
        client accounts
    -   Established a Montreal branch office

    Private Capital Management

    -   Revenue of $6.2 million, compared with $6.3 million in third quarter
        2006
    -   Income before income taxes of $2.4 million, compared with
        $3.0 million in third quarter 2006
    -   EdgeStone, through Equity Fund III, closed two investments during the
        third quarter: Motion Picture Distribution L.P. and Aurigen Re
        Capital Limited
    

    DISTRIBUTION POLICY AND DISTRIBUTIONS

    Following the announced increase in the monthly distribution, the Board
of Trustees intends to continue to make monthly distributions of $0.14 per
Fund unit. Griffiths McBurney L.P. intends to make equivalent monthly
distributions to holders of its Class B limited partner units, which will be
payable on or about the 20th of each month following declaration.

    Q3 CONFERENCE CALL

    Management will host a conference call and live audio webcast today at
11:00 a.m. (ET) to discuss the Fund's third quarter ended September 30, 2007.
The call may be accessed by dialing 416-644-3419 or 1-866-249-2157. The
webcast will be accessible at gmpcapitaltrust.com and will be archived on the
site. A replay of the conference call will be available from Wednesday,
November 7, at 1:00 p.m. (ET) to Wednesday, November 14, at 11:59 p.m. (ET).
The dial-in number for the replay is 416-640-1917 or 1-877-289-8525; access
code 21249568, followed by the number sign.

    OTHER INFORMATION

    This press release should be read in conjunction with the accompanying
management's discussion and analysis and unaudited interim consolidated
financial statements for the three and nine months ended September 30, 2007,
which are available on the Fund's website at gmpcapitaltrust.com and on SEDAR
at sedar.com.

    Meaning of Certain References

    In this press release all references to "we", "our", "us" and "GMP" refer
to the Fund, together with its consolidated operations. All references to
"Capital Markets" refer to the investment banking, sales and trading and
research segment of the Fund, which includes the following main operating
subsidiaries: GMP Securities L.P. (GMP Securities), Griffiths McBurney Corp.,
and GMP Securities Europe LLP (GMP Europe). All references to "Wealth
Management" refer to the full-service investment brokerage services of the
Fund offered by GMP Private Client L.P. (GMP Private Client). All references
to "Private Capital Management" refer to the capital, strategic direction,
business and financial advice provided to mid-market and early stage companies
by EdgeStone Capital Partners, L.P. (EdgeStone). All references to "Fund
units" refer to trust units of GMP Capital Trust. All references to
"Exchangeable L.P. units" refer to Class B limited partner units of Griffiths
McBurney L.P. All references to "units" refer collectively to the Fund units
and the Exchangeable L.P. units.

    ABOUT GMP CAPITAL TRUST

    GMP Capital Trust carries on business through the following principal
entities: GMP Securities L.P., Griffiths McBurney Corp., GMP Securities Europe
LLP, GMP Private Client L.P. and EdgeStone Capital Partners, L.P. GMP
Securities L.P. is a leading independent Canadian investment dealer focused on
investment banking and institutional equities for corporate clients and
institutional investors. GMP Securities L.P. can be found on the web at
gmpsecurities.com. Griffiths McBurney Corp. services institutional clients in
the United States while GMP Securities Europe LLP provides investment banking
and institutional equity services to clients located in Europe. GMP Private
Client L.P. is a full-service investment firm focused on high-net-worth
private investors that provides wealth preservation, income and growth
strategies delivered by seasoned investment advisors. GMP Private Client L.P.
can be found on the web at gmpprivateclient.com. EdgeStone Capital Partners,
L.P. is one of Canada's leading private equity firms, providing capital,
strategic direction and business and financial advice to help promising
mid-market and early stage companies achieve their full potential. EdgeStone
Capital Partners, L.P. can be found on the web at edgestone.com. GMP Capital
Trust is listed on the Toronto Stock Exchange under the symbol GMP.UN. The
website is gmpcapitaltrust.com. GMP Capital Trust has offices in Toronto,
Calgary, Montreal, Vancouver, Geneva and London.

    Forward-Looking Statements

    This press release may contain "forward-looking statements" (as defined
under applicable securities laws) concerning anticipated future events,
results, circumstances, performance or expectations that are not historical
facts but instead represent our beliefs, expectations, estimates and
projections regarding future events, many of which, by their nature, are
inherently uncertain and beyond our control. These statements are not
guarantees of future performance and are subject to numerous risks and
uncertainties, including those described in the Fund's regulatory filings,
which are available on the Fund's website at gmpcapitaltrust.com and on SEDAR
at sedar.com. The Fund's primary business activities, by their nature, are
both competitive and subject to various risks. These risks include market,
credit, liquidity, operational and regulatory risks and other risk factors
including, without limitation, variations in the value of securities, the
volatility and liquidity of equity trading markets, the volume of new
financings and mergers and acquisitions, competition in the marketplace for
suitable investments, sustainability of fees, nature and type of portfolio
company investments, ability to realize carried interest entitlements and
dependence on key personnel. Other factors, such as general economic
conditions also may have an impact on the Fund's results of operations. Many
of these risks and uncertainties can affect our results and could cause our
actual results to differ materially from those expressed or implied in any
forward-looking statement made by us or on our behalf. Except as required by
applicable law, we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise.

    Non-GAAP Measures

    Certain financial terms included in this press release (e.g.,
"distributable cash", "payout ratio" and "ROE") are not recognized measures
under Canadian generally accepted accounting principles (GAAP) and do not have
any standardized meanings prescribed by GAAP. Therefore, readers are cautioned
that these measures may not be comparable to similar measures presented by
other issuers. For a more comprehensive discussion on the Fund's use of
non-GAAP measures, please see the "Presentation of Financial Information and
Non-GAAP Measures" section of the Fund's management's discussion and analysis
for the year ended December 31, 2006 which is available on the Fund's website
at gmpcapitaltrust.com and on SEDAR at sedar.com.



    
                     Management's Discussion and Analysis
           for the three and nine months ended September 30, 2007
    

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    About This Management's Discussion and Analysis

    This management's discussion and analysis ("MD&A") relates to the third
quarter ended September 30, 2007, which reflects the three-month period from
July 1, 2007 to September 30, 2007 ("third quarter 2007"), and the first nine
months of fiscal 2007 ("first nine months 2007"). Comparative figures provided
in this MD&A relate to the three and nine months ended September 30, 2006
("third quarter 2006" and "first nine months 2006", respectively).
    Unless otherwise stated herein, this MD&A is current as at November 6,
2007. All amounts are in Canadian dollars and are based on financial
statements prepared in accordance with Canadian generally accepted accounting
principles ("GAAP"), unless otherwise specified herein. This MD&A should be
read in conjunction with the unaudited interim consolidated financial
statements of GMP Capital Trust (the "Fund") as at and for the three and nine
months ended September 30, 2007 ("Third Quarter Financial Statements"), the
Fund's management's discussion and analysis for fiscal 2006 ("2006 Annual
MD&A") and the Fund's audited consolidated financial statements for the year
ended December 31, 2006 ("2006 Annual Financial Statements"), which can be
accessed on the Fund's website at gmpcapitaltrust.com and on the SEDAR website
at sedar.com.
    All references to "Capital Markets" refer to the investment banking,
equity research, and sales and trading capabilities of the Fund, which are
provided by the following main operating subsidiaries: GMP Securities,
Griffiths McBurney Corp. and GMP Europe. All references to "Wealth Management"
refer to the full-service investment brokerage services of the Fund, which are
provided by GMP Private Client. All references to "Private Capital Management"
refer to the capital, strategic direction, business and financial advice
provided to mid-market and early stage companies by EdgeStone. All references
to "Corporate" include inter-segment eliminations and enterprise-wide amounts
not specifically allocated to the business segments. Capitalized terms not
otherwise defined in this MD&A have the meaning ascribed to such terms on page
2 of the 2006 Annual MD&A.

    -------------------------------------------------------------------------

    Presentation of Financial Information and Non-GAAP Measures

    Financial results, including related historical comparatives, contained
in this MD&A have been prepared using the continuity of interests method of
accounting. Accordingly, the financial results from December 1, 2005 to
September 30, 2007 are those of the Fund and results from November 1, 2005 to
November 30, 2005 are those of the Company. The acquisition of EdgeStone has
been accounted for under the purchase method and the results of its operations
have been included in the Fund's financial statements since the acquisition
date of July 4, 2006.
    Non-GAAP earnings measures do not have any standard meaning prescribed by
GAAP and are therefore unlikely to be comparable to similar measures presented
by other issuers. Non-GAAP earnings measures should not be considered as
alternatives to net income or comparable metrics determined in accordance with
GAAP as indicators of the Fund's performance, liquidity, cash flows and
profitability. In addition, the Fund uses non-GAAP measures to assess its
financial performance. Investors may find these non-GAAP financial measures
useful in analyzing financial performance. For more information on our use of
non-GAAP measures, see "Presentation of Financial Information and Non-GAAP
Measures" in the 2006 Annual MD&A and "Distributable Cash and Distributions"
section in this MD&A.

    -------------------------------------------------------------------------

    Forward-Looking Statements

    This document contains "forward-looking statements" (as defined under
applicable securities laws) concerning anticipated future events, results,
circumstances, performance or expectations that are not historical facts but
instead represent management's beliefs, expectations, estimates and
projections regarding future events, many of which, by their nature, are
inherently uncertain and beyond our control. These statements are not
guarantees of future performance and are subject to numerous risks and
uncertainties, including those described in this document. The Fund's primary
business activities are both competitive and subject to various risks. These
risks include market, credit, liquidity, operational and regulatory risks and
other risk factors including, without limitation, variations in the market
value of securities, the volatility and liquidity of equity trading markets,
the volume of new financings and mergers and acquisitions ("M&A"), competition
in the marketplace for suitable investments, sustainability of fees, nature
and type of portfolio company investments, ability to realize carried interest
entitlements and dependence on key personnel. Other factors, such as general
economic conditions, including exchange rate fluctuations, also may have an
affect on the Fund's results of operations. Many of these risks and
uncertainties can affect our actual results and could cause our actual results
to differ materially from those expressed or implied in any forward-looking
statement made by us or on our behalf. Except as required by applicable law,
management and the Board of Trustees of the Fund undertake no obligation to
publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. For a description of risks
that could cause our actual results to materially differ from our current
expectations, please see the "Risk Management" section in the 2006 Annual MD&A
and "Description of the Business - Risk Management" and "Risk Factors" in the
Fund's annual information form dated February 28, 2007.

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    Business Environment and Market Outlook

    The Canadian capital markets experienced a volatile third quarter. This
volatility was partially attributable to concerns regarding the decline in
liquidity experienced in the United States and its impact on confidence in the
U.S. capital markets in July, which was triggered by the downturn in the U.S.
sub-prime mortgage industry. These liquidity concerns also expanded to
European and Canadian markets in August, affecting pricing and liquidity of
asset-backed commercial paper and other financial products. To address
liquidity concerns in the Canadian market and to support the stability of the
Canadian financial system, the Bank of Canada provided funding to the
financial markets in August and September. The Bank of Canada left its
overnight lending rate unchanged on September 5 and October 16, 2007, at 4.5%,
stating that this rate was consistent with the bank's objective of maintaining
its inflation target over the medium term.
    Weakening of the U.S. dollar persisted throughout the third quarter and
that helped the Canadian dollar continue its tremendous rise. By the end of
September, the Canadian dollar had risen above parity with the U.S. dollar for
the first time in over 30 years, and many economic forecasters expect it to
remain elevated against the U.S. dollar for the foreseeable future. Overall
commodity prices were strong throughout the third quarter as a result of
strong global demand which continues to be primarily driven by China and other
Asian nations, with oil prices reaching record levels subsequent to quarter
end. However, natural gas prices in North America lagged the oil price
strength due to high gas storage levels. The rising Canadian dollar is
significantly affecting Canadian oil and gas prices and proving to be a
particular challenge for Canadian natural gas producers. Subsequent to quarter
end, on October 25, 2007, the Alberta government announced an increased
royalty structure that is estimated to take an additional $1.4 billion from
the oil and gas sector. This increased royalty structure has resulted in an
immediate and significant weakness in the Canadian small and mid cap oil and
gas stocks.
    Global liquidity concerns also impacted Canadian M&A and equity financing
activity with the pace declining for both during the third quarter compared
with the previous quarter. In the third quarter, there were 464 announced M&A
transactions and 209 common equity financings undertaken, compared with 517
M&A transactions and 398 common equity financings in second quarter 2007, and
457 announced M&A transactions and 193 common equity financings in the third
quarter of 2006.(1)
    Total equity trading volume on the Toronto Stock Exchange ("TSX") in the
third quarter declined 7.8% from the second quarter(2). The benchmark S&P/TSX
Composite Index closed the third quarter at 14,098.98, up 20% over its closing
value at the end of third quarter of 2006 and a 1.4% increase compared with
its closing value at the end of second quarter 2007.
    Despite these pressures and events experienced in the third quarter, the
Canadian capital markets continued to function soundly, while the overall
North American economy, and the Canadian economy in particular, remained
stable. Economic forecasters expect the Canadian economy to experience growth
in the near term, the United States to experience a more moderate level of
growth than anticipated early in the quarter, and the global economy to have
solid prospects for the remainder of the year.

    
    ----------------------------
    (1) Source: FPinfomart as at October 23, 2007.
    (2) Source: TSX eReview reports: May, July, August, September 2007.

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    Third Quarter Financial Highlights

    Selected financial information

    ($000, except
     per unit,
     headcount   Three months ended    Change    Nine months ended    Change
     and %             September 30  increase/        September 30  increase/
     amounts)       2007       2006 (decrease)     2007       2006 (decrease)
    ---------------------- ---------- -------- ---------- ---------- --------
    Revenue       130,382     78,016      67%    372,425    253,715      47%
    Expenses       85,470     53,434      60%    233,897    157,285      49%
    Income before
     income taxes  43,030     24,622      75%    137,018     96,433      42%
    Net income     39,287     23,145      70%    122,322     89,403      37%
    Basic earnings
     per unit       $0.62      $0.37      68%      $1.95      $1.51      29%
    Diluted
     earnings
     per unit       $0.61      $0.36      69%      $1.91      $1.46      31%
    Cash
     distributions
     declared
     per unit      $0.375     $0.375      Nil     $1.125     $1.042       8%
    Distributable
     cash per
     basic unit
     (a),(b)        $0.72      $0.45      60%      $2.27      $1.62      40%
    Payout ratio -
     distributable
     cash(a),(b)    52.1%      83.9%   (31.8%)     49.6%      64.5%   (14.9%)
    Return on
     equity(a)      50.0%      37.5%    12.5%      55.0%      55.6%    (0.6%)
    Total
     assets     1,266,799    898,449      41%  1,266,799    898,449      41%
    Total
     headcount
     (c)              409        315      30%        409        315      30%
    ---------------------- ---------- -------- ---------- ---------- --------
    ---------------------- ---------- -------- ---------- ---------- --------

    (a) Payout ratio - distributable cash, distributable cash per basic unit,
        and return on equity are considered to be non-GAAP measures. These
        measures do not have any standardized meaning prescribed by GAAP and
        are therefore unlikely to be comparable to similar measures
        presented by other issuers. This data should be read in conjunction
        with the "Presentation of Financial Information and Non-GAAP
        Measures" section in this MD&A.
    (b) See the "Distributable Cash and Distributions" section in this MD&A
        for a reconciliation from cash provided by (used in) operating
        activities to distributable cash.
    (c) Total headcount includes employees and partners of the Fund.

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    Third Quarter 2007 vs. Third Quarter 2006

    Revenue for third quarter 2007 reached $130.4 million, a record quarterly
revenue performance by the Fund representing an increase of $52.4 million (or
67%) over third quarter 2006. Despite the slowdown in the Canadian capital
markets in the latter part of the third quarter, our franchise produced strong
results as the growing diversity and expansion of our businesses, the talent
and commitment of our people and our strong client focus and relationships
continued to drive our performance. Capital Markets delivered record quarterly
revenue of $111.7 million, an increase of $45.7 million (or 69%) over the same
period last year; Wealth Management generated $13.4 million in revenue, an
increase of $6.8 million (or 102%) over third quarter 2006, and Private
Capital Management generated $6.2 million in revenue in the quarter compared
with $6.3 million in the same period last year.
    Investment banking revenue grew $26.5 million to reach a record
$68.5 million this quarter, driven by higher underwriting and advisory
revenues across several sectors. Commission revenues increased $19.0 million
to $44.4 million in third quarter 2007 due to a record quarterly revenue
performance achieved in Capital Markets and continued growth in Wealth
Management. Investment management and fee revenue increased $1.7 million over
third quarter 2006 to $9.7 million this quarter, reflecting growth in
fee-based assets under administration in Wealth Management which have more
than doubled from the same period in 2006. Revenue from principal activities
was $0.7 million in third quarter 2007 due primarily to realized net gains
during the quarter, while interest revenue grew $3.3 million mainly as a
result of interest earned on higher client-related balances in Wealth
Management and our own cash position. Other income was a loss of $0.5 million
in third quarter 2007, primarily reflecting foreign currency exchange losses
on our investments due to the strengthening of the Canadian dollar relative to
the U.S. dollar during the quarter.
    Expenses in third quarter 2007 were $85.5 million, an increase of
$32.0 million (or 60%) over third quarter 2006. Compensation and benefits
expenses in the period were $64.0 million, an increase of $25.1 million,
largely due to higher variable incentive-based compensation expenses which
rose $21.7 million as a result of higher revenue generation in Capital Markets
and Wealth Management. Fixed salaries and benefits costs rose $2.8 million in
third quarter 2007 primarily as a result of increased staffing levels and
business expansion in Capital Markets and Wealth Management.
    Non-compensation expenses were $21.5 million in third quarter 2007,
compared with $14.5 million in third quarter 2006. Selling, general and
administrative expenses rose $4.3 million as a result of higher levels of
business activity and growth across Capital Markets and Wealth Management.
Interest expense increased $2.0 million primarily due to higher client cash
balances in Wealth Management and financing costs recorded in the Corporate
segment. Amortization expenses increased $0.7 million mainly due to the
amortization of leasehold improvements completed during September 2006 to our
Toronto offices.
    Income tax expense as a percentage of income before income taxes was 8.7%
in third quarter 2007, compared with 6.0% in third quarter 2006. This
effective tax rate reflects an increase in the relative proportion of earnings
recognized in taxable entities compared to the same period in 2006, including
GMP Europe, which recognized a $0.5 million corporate income tax expense in
third quarter 2007. The effective rate also reflects higher levels of expenses
incurred in non-taxable entities during third quarter 2007. These amounts are
reported in the Corporate segment as enterprise-wide expenses and include the
amortization of intangible assets acquired in connection with the EdgeStone
acquisition and other expenses.
    Net income grew to $39.3 million ($0.62 per basic unit) in third quarter
2007, the second highest quarterly net income reported by the Fund since its
inception, compared with $23.1 million ($0.37 per basic unit) in the same
period last year. Annualized return on equity ("ROE") was 50.0% in third
quarter 2007 compared with 37.5% in third quarter 2006. Distributable cash was
$45.3 million ($0.72 per basic unit) in third quarter 2007 compared with
$27.6 million ($0.45 per basic unit) in third quarter 2006.

    -------------------------------------------------------------------------

    First Nine Months 2007 vs. First Nine Months 2006

    Revenue for the first nine months 2007 reached $372.4 million, an
increase of $118.7 million (or 47%) over the same period last year. Capital
Markets contributed a record $318.2 million in revenue, an increase of
$88.3 million (or 38%) driven by record commission revenues, continued strong
results in investment banking revenue largely due to higher equity
underwriting revenues, and higher results in principal activities reflecting
one-time gains recorded in the first quarter of 2007. Wealth Management
contributed $38.4 million in revenue, an increase of $17.9 million (or 87%) as
a result of successful execution of this segment's growth strategy. Private
Capital Management generated revenues of $18.5 million for the period, largely
through fees generated by EdgeStone in the management of the EdgeStone Funds.
    Expenses for the first nine months 2007 were $233.9 million, an increase
of $76.6 million (or 49%) over the same period last year. Compensation and
benefits expenses rose $51.8 million (or 42%) primarily due to increased
variable incentive-based compensation expense, which rose $40.1 million on
higher revenue generation. Fixed salaries and benefits costs increased
$9.3 million primarily due to higher staffing levels in Wealth Management and
Capital Markets and the inclusion of Private Capital Management for only one
quarter in the comparable figures. Non-compensation expenses rose
$24.8 million (or 71%) compared to the same period in 2006 reflecting higher
levels of business activity in Capital Markets, increased spending in support
of growth and expansion initiatives for GMP Private Client and GMP Europe, and
the inclusion of EdgeStone's results and related expenses for nine months in
2007 compared to three months in 2006.
    Income tax expense as a percentage of income before income taxes was
10.7% in the first nine months 2007, compared with 7.3% in the first nine
months 2006. This effective tax rate reflects a $3.0 million non-cash
adjustment in future income tax liabilities (and expense) recognized in the
first nine months 2007 upon the enactment of new tax legislation by the
Federal Government of Canada in June 2007. This new legislation imposed
additional income taxes upon publicly traded income trusts, including the
Fund. For further details, see the "Changes in Accounting Policies or
Estimates" section in this MD&A. Excluding the impact of this $3.0 million
non-cash adjustment, the effective tax rate for the first nine months 2007 was
8.6% and remains higher than the same period in 2006 due to an increase in the
relative proportion of earnings recognized in taxable entities in 2007 and
higher levels of expenses incurred in non-taxable entities compared to the
same period in 2006.
    Net income was $122.3 million ($1.95 per basic unit) in the first nine
months 2007, compared with $89.4 million ($1.51 per basic unit) in the same
period last year. ROE was 55.0% compared with 55.6% in first nine months 2006.
Distributable cash was $142.5 million ($2.27 per basic unit) in the first nine
months 2007 compared with $95.5 million ($1.62 per basic unit) in the same
period last year.

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    Results of Business Segments

    The Fund's three operational business segments (Capital Markets, Wealth
Management and Private Capital Management) have been established based upon
the type of customer served and the products and services provided by the
Fund. A fourth administrative segment (Corporate) includes inter-segment
eliminations between the business segments and enterprise-wide items. For
further details relating to segmented information, see Note 28 to the Fund's
2006 Annual Financial Statements and the "Overview and Strategy" section in
the 2006 Annual MD&A.

    Capital Markets

    
    ($000,
     unless      Three months ended    Change    Nine months ended    Change
     otherwise         September 30  increase/        September 30  increase/
     indicated)     2007       2006 (decrease)     2007       2006 (decrease)
    ---------------------- ---------- -------- ---------- ---------- --------
    Revenue       111,682     66,010      69%    318,156    229,828      38%
      Investment
       banking     68,456     42,003      63%    177,173    142,159      25%
      Commission
       income      37,629     22,769      65%    106,052     75,571      40%
      Principal
       activities     747     (1,969)    138%     22,688      1,554   1,360%
      Interest
       income       4,443      2,750      62%     10,515      9,462      11%
      Other income    407        457     (11%)     1,728      1,082      60%
    Expenses       63,470     39,098      62%    169,768    127,350      33%
      Employee
       compensation
       and
       benefits    52,618     32,386      62%    140,574    106,598      32%
      Selling,
       general and
       adminis-
       trative      9,487      5,767      65%     25,722     18,252      41%
      Interest        885        751      18%      2,083      1,980       5%
      Amortization    480        194     147%      1,389        520     167%
    ---------------------- ---------- -------- ---------- ---------- --------
    Income before
     income taxes
     and non-
     controlling
     interest      48,212     26,912      79%    148,388    102,478      45%
    Total headcount   253        209      21%        253        209      21%
    ---------------------- ---------- -------- ---------- ---------- --------
    ---------------------- ---------- -------- ---------- ---------- --------
    

    In August 2007, cash consideration of $1.1 million was paid by a wholly
owned subsidiary of the Fund to acquire the remaining 49.9% ownership interest
in Griffiths McBurney (Europe) S.A., from the minority shareholders, bringing
our total ownership of our Geneva, Switzerland representative office to 100%.
The purchase generated goodwill on acquisition of $0.9 million. Management
believes this transaction creates the opportunity to provide a more integrated
service offering to our European clients.

    Third Quarter 2007 vs. Third Quarter 2006

    Capital Markets revenue for third quarter 2007 was $111.7 million, an
increase of $45.7 million (or 69%) over third quarter 2006. Despite the higher
market volatility, widening credit spreads and tightening of liquidity
globally which put pressure on the Canadian capital markets in third quarter
2007, Capital Markets generated record quarterly performances in investment
banking and sales and trading activities. These results also include
$6.6 million in revenues generated by GMP Europe in third quarter 2007.

    
                 Three months ended    Change    Nine months ended    Change
                       September 30  increase/        September 30  increase/
    ($000)          2007       2006 (decrease)     2007       2006 (decrease)
    ---------------------- ---------- -------- ---------- ---------- --------
    Mining         15,911     11,936      33%     73,049     65,918      11%
    Oil and gas    35,900     29,049      24%     58,364     54,071       8%
    Industrials
     and special
     situations     6,801        130   5,132%     23,476     13,659      72%
    Technology and
     healthcare     2,485        840     196%     11,050      5,503     101%
    Non-bank
     financial
     services       7,035         24  29,213%      8,905      1,537     479%
    Telecommuni-
     cations, cable
     and media        324         24   1,250%      2,329      1,471      58%
    ---------------------- ---------- -------- ---------- ---------- --------
    Total
     Investment
     Banking
     Revenue       68,456     42,003      63%    177,173    142,159      25%
    ---------------------- ---------- -------- ---------- ---------- --------
    ---------------------- ---------- -------- ---------- ---------- --------
    

    Investment banking revenue was $68.5 million in third quarter 2007, an
increase of $26.5 million (or 63%) compared with third quarter 2006,
reflecting strong results in underwriting activity compared to last year.
Underwriting revenues of $46.5 million in third quarter 2007 increased
$25.7 million compared with the same period last year and declined by 9.4%
from the record levels achieved in second quarter 2007 as a result of the
slowdown in underwriting activity in the Canadian markets in third quarter
2007. While the oil and gas and mining sectors remained the largest
contributors to Capital Market's underwriting revenues in third quarter 2007,
several other sectors made significant contributions including non-bank
financial services, industrials and special situations, and technology and
healthcare. M&A advisory fees of $22.0 million in third quarter 2007 rose $0.8
million compared to third quarter 2006 and increased 80.3% from second quarter
2007, reflecting notable contributions from several sectors this quarter.
    GMP Securities ranked second among Canadian investment dealers in the
dollar value of common equity issuance completed in third quarter 2007
(unchanged from third quarter 2006) having led or co-led six underwriting
transactions valued at approximately $767.6 million(3), compared with 12
transactions valued at approximately $298.7 million in third quarter 2006.
Although GMP Securities participated as a bookrunner on fewer deals in third
quarter 2007, the average dollar value of individual transactions has grown
compared to the same period in 2006 and the second quarter of 2007. GMP
Securities partnered with GMP Europe on two equity underwriting transactions
this quarter. GMP Securities ranked ninth among financial advisors in the
number of M&A transactions announced in Canada during third quarter 2007 with
three advisory mandates valued at approximately US$0.9 billion(4) compared
with two transactions with a total value of approximately US$1.0 billion in
third quarter 2006.
    Record quarterly sales and trading commissions were achieved in third
quarter 2007 with revenues of $37.6 million reported, an increase of
$1.0 million (or 3%) compared with the previous record reported in the second
quarter of 2007 and an increase of $14.9 million compared with the same period
last year. These strong results were primarily driven by higher overall equity
trading volumes on the TSX, greater volume executed by GMP Securities and
lower facilitation losses, which were 7.0% of gross commissions generated in
third quarter 2007, compared with 17.8% in the same period last year. GMP
Securities achieved the number one ranking in block trading volume on the TSX
with a market share of 12.2% in third quarter 2007 (compared with a second
place ranking and a 10.3% market share in third quarter 2006) having traded
1.7 billion shares in third quarter 2007(5), compared with 1.3 billion shares
in the same period last year.
    Revenue generated from principal activities was $0.7 million in third
quarter 2007, compared with a loss of $2.0 million recorded in third quarter
2006, driven primarily by realized net gains recorded on shares and other
securities acquired incidental to our core business. Revenue for third quarter
2007 included unrealized net losses of $1.2 million.

    
    ----------------------------
    (3) Source: FPinfomart as at October 23, 2007. Data is ranked by value of
        completed transactions and is presented on a "Full Credit to Book"
        basis whereby the entire transaction value is allocated to the
        bookrunner. For these purposes, "equity" includes the following:
        private placements with a $1.5 million minimum; special warrants,
        irrespective of whether the issuer has received the total proceeds;
        common shares and units; convertible debt; and exercise of over-
        allotment option of original transaction launched during the period
        reported on. For these purposes, "equity" excludes the following:
        preferred shares, preferred hybrids, income trusts, rights offerings,
        and other derivatives.
    (4) Source: Bloomberg as at October 23, 2007. Data contains announced
        transactions based in Canada in the specified period; includes target
        seller and acquirer.
    (5) Source: CanadaEquity.com as at October 23, 2007.



    ($000,
     unless      Three months ended    Change    Nine months ended    Change
     otherwise         September 30  increase/        September 30  increase/
     indicated)     2007       2006 (decrease)     2007       2006 (decrease)
    ---------------------- ---------- -------- ---------- ---------- --------
    Fixed salaries
     and benefits   5,600      3,404      65%     14,799     10,273      44%
    Variable
     incentive-
     based
     compensation  44,819     27,081      65%    118,829     90,715      31%
    Fund unit-
     based
     compensation   2,199      1,901      16%      6,946      5,610      24%
    ---------------------- ---------- -------- ---------- ---------- --------
    Total Employee
     Compensation
     and Benefits  52,618     32,386      62%    140,574    106,598      32%
    Ratio of Total
     Compensation
     and Benefits
     to Revenue     47.1%      49.1%    (2.0%)     44.2%      46.4%    (2.2%)
    ---------------------- ---------- -------- ---------- ---------- --------
    ---------------------- ---------- -------- ---------- ---------- --------
    

    Employee compensation and benefits expenses increased by $20.2 million
over third quarter 2006. Variable incentive-based compensation as a percentage
of revenue was 40.1% in third quarter 2007 compared with 41.0% last year.
Fixed salaries and benefits include $1.3 million of employee costs incurred in
third quarter 2007 due to restructuring in the investment banking group. Fixed
salaries and benefits also rose as employment levels increased 21%. As of the
date hereof, GMP Europe has seen its headcount increase to 14 from 10 with the
transfer of two institutional equity sales professionals from GMP Securities
subsequent to quarter-end and the addition of two operations and compliance
professionals in London to support the growth of the business. The ratio of
total compensation and benefits expenses to revenue for third quarter 2007 was
47.1% compared with 49.1% last year. Variations in this ratio are largely
driven by revenue from certain principal activities, which are excluded from
the variable compensation pool. This ratio for third quarter 2007 continues to
compare favourably with that of our peer group of independent investment
dealers in Canada and the United States.
    Total non-compensation expenses were $10.9 million, an increase of
$4.1 million over third quarter 2006. Non-compensation expenses for the
current period include the following items:

    
    -   a $1.2 million charitable donation by GMP Securities to the Clinton
        Foundation's Clinton Giustra Sustainable Growth Initiative. GMP
        Securities and other syndicate members matched the contribution made
        by Petro Rubiales Energy Corp., which donated the equivalent of 1% of
        the funds it had raised in July 2007 for its crude oil operations in
        Colombia. The initiative, established earlier this year, focuses on
        alleviating poverty and building sustainable economies in developing
        countries by bringing together key stakeholders from the natural
        resources sector and the business community in the developing world;
        and
    -   $0.9 million in expenses associated with the European operations of
        GMP Europe for which no comparable period exists.
    

    The remaining increase in expense was driven primarily by increased
levels of business activity, which resulted in higher brokerage, clearing and
exchange fees, and higher levels of travel and promotional expenses in third
quarter 2007.
    Capital Markets recorded income before income taxes and non-controlling
interest of $48.2 million for third quarter 2007, representing an increase of
79% from $26.9 million in third quarter 2006.

    First Nine Months 2007 vs. First Nine Months 2006

    Capital Markets revenue increased $88.3 million (or 38%) from a year ago
reflecting strong revenue growth across all our businesses. Investment banking
revenue grew $35.0 million (or 25%) driven by higher underwriting revenues
which rose $37.5 million over the same period last year on continued strength
in mining, and oil and gas and strong performances in third quarter 2007 in
the non-bank financial services and industrials and special situations
sectors. Record sales and trading commissions were achieved in the first nine
months 2007 with each quarter in 2007 setting a new quarterly record. Rising
equity prices, strong client-driven demand, increases in market share and
lower facilitation losses of 11.2% in the first nine months 2007 (compared
with 16.9% last year) have all contributed to this record performance. Revenue
from principal activities rose $21.1 million compared to the same period last
year and included $13.0 million in realized gains attributable to our sale of
shares of Montreal Exchange Inc. shortly after its listing on the TSX in 2007.
    Employee compensation and benefits expenses for the first nine months
2007 increased $34.0 million (or 32%) reflecting the impact of higher revenue
generation. Fixed salaries and benefits include $2.3 million in restructuring
costs incurred in the first nine months 2007 in the investment banking group.
The ratio of total compensation and benefits to revenue was 44.2% in the first
nine months 2007 compared with 46.4% in the first nine months 2006. Excluding
from revenues the one-time gain attributable to our holding of shares in
Montreal Exchange Inc., this ratio was 46.1% in the first nine months 2007.
Total non-compensation expenses rose $8.4 million in support of higher
business activity and growth and also include $2.2 million of expenses
relating to GMP Europe and $1.4 million in higher occupancy and infrastructure
costs associated with the additional space and update of our Toronto offices.
Capital Markets expenses also include staff costs and transactional costs in
support of GMP Securities' carrying broker responsibilities to GMP Private
Client which are recovered through a ticket processing fee. These fees were
$2.6 million in the first nine months 2007, an increase of $1.9 million
compared to the first nine months 2006 due to growth in GMP Private Client
over this period.
    Capital Markets recorded income before income taxes and non-controlling
interest of $148.4 million in the first nine months 2007, representing an
increase of 45% from $102.5 million for the same period last year.

    -------------------------------------------------------------------------
    Wealth Management

    
    ($000,
     unless      Three months ended    Change    Nine months ended    Change
     otherwise         September 30  increase/        September 30  increase/
     indicated)     2007       2006 (decrease)     2007       2006 (decrease)
    ---------------------- ---------- -------- ---------- ---------- --------
    Revenue        13,376      6,625     102%     38,378     20,469      87%
      Commission
       income       6,802      2,690     153%     21,132     10,435     103%
      Investment
       management
       and fee
       income       3,548      1,742     104%      9,719      4,029     141%
      Interest
       income       2,961      2,154      37%      7,331      5,966      23%
      Other income     65         39      67%        196         39     403%
    Expenses       13,230      7,214      83%     37,568     22,513      67%
      Employee
       compensation
       and
       benefits     7,908      3,766     110%     22,906     11,682      96%
      Selling,
       general and
       adminis-
       trative      2,732      1,573      74%      8,295      5,524      50%
      Interest      2,104      1,485      42%      4,912      4,242      16%
      Amortization    486        390      25%      1,455      1,065      37%
    Income/(loss)
     before income
     taxes and non-
     controlling
     interest         146       (589)    125%        810     (2,044)    140%
    Total headcount   120         71      69%        120         71      69%
    Number of
     investment
     advisors          47         25      88%         47         25      88%
    Number of
     advisory teams    32         21      52%         32         21      52%
    Assets under
     administration
     ($millions)    4,200      2,380      76%      4,200      2,380      76%
    ---------------------- ---------- -------- ---------- ---------- --------
    ---------------------- ---------- -------- ---------- ---------- --------
    

    Third Quarter 2007 vs. Third Quarter 2006

    Wealth Management revenue was $13.4 million in third quarter 2007, an
increase of $6.8 million over third quarter 2006, reflecting the growing
contribution of GMP Private Client's investment advisory teams, and
significant growth in commission and fee-based revenues. Revenues in third
quarter 2007 were $0.8 million lower than second quarter 2007, reflecting a 9%
decline in transactional volumes affecting commission income as a result of
the challenging market conditions evidenced in the latter part of the quarter.
Fee-based revenues in third quarter 2007 were higher than second quarter 2007
due to higher client assets mostly driven by the continued successful
transition of investment management assets from new investment advisory teams
joining GMP Private Client earlier in 2007.
    As of the date hereof, GMP Private Client manages approximately
$4.3 billion of client assets in equities, fixed income securities, mutual
funds, and managed account programs. The increase in total assets under
administration includes noteworthy growth in investment management and fee
products, which at September 30, 2007, stood at $1 billion or 24% of total
assets under administration.
    Growth in new client accounts has been strong despite the market
uncertainty and the fact that the third quarter is a typically slow hiring and
transition period for new investment advisory teams. Over $300 million in new
client assets were added in third quarter 2007. We attribute part of the
growth to the maturation of the advisory practices that were early adopters in
our partnership and the strengthening of GMP Private Client's brand as a
high-quality, independent firm for high net-worth clients. Another key
component in the organic growth of GMP Private Client continues to be the
strong relationship between our investment advisors and the professionals at
GMP Securities. As this relationship evolves, we are beginning to see
opportunities develop through the integration of these two enterprises and the
realization of significant benefits to our mutual clients.
    One advisory team was added during the third quarter 2007, which was in
line with management's expectations given the seasonally slow summer months
for recruitment. This addition brought the total number of advisory teams in
Wealth Management to 32 as at September 30, 2007.

    
    Office Location                                           Advisory Teams
    -------------------------------------------------------------------------
                           At November 6,  At September 30,  At September 30,
                                    2007              2007              2006
    -------------------------------------------------------------------------
    Toronto                           17                17                13
    Montreal                           1                 1                 -
    Calgary                            9                 9                 5
    Vancouver                          5                 5                 3
    -------------------------------------------------------------------------
    Total                             32                32                21
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    In July 2007, GMP Private Client opened an office in Montreal and two
senior professionals have joined to establish the branch. This new Montreal
branch, along with our existing branches in Toronto, Calgary, and Vancouver,
contributes further to our strong recruiting pipeline which management
believes will attract new advisory teams in fourth quarter of 2007 and the
first half of 2008. Coupling this strong and growing presence in existing
markets with opportunities to establish branches in additional and selective
markets, we expect our recruitment momentum to continue.
    Subsequent to quarter-end, a senior investment advisor joined the Calgary
office as branch manager and another advisor joined us to be part of an
existing team in Toronto. While the environment in Canada remains competitive,
we believe we remain uniquely and strongly positioned in this marketplace.

    
                 Three months ended    Change    Nine months ended    Change
                       September 30  increase/        September 30  increase/
    ($000)          2007       2006 (decrease)     2007       2006 (decrease)
    ---------------------- ---------- -------- ---------- ---------- --------
    Fixed salaries
     and benefits   1,519        990      53%      4,182      2,988      40%
    Variable
     incentive-
     based
     compensation   5,678      2,381     138%     16,756      7,586     121%
    Fund
     unit-based
     compensation     104        108      (4%)       306        308      (1%)
    Investment
     advisor
     transition
     assistance       607        287     111%      1,662        800     108%
    ---------------------- ---------- -------- ---------- ---------- --------
    Total Employee
     Compensation
     and Benefits   7,908      3,766     110%     22,906     11,682      96%
    ---------------------- ---------- -------- ---------- ---------- --------
    ---------------------- ---------- -------- ---------- ---------- --------
    

    Expenses for Wealth Management were $13.2 million in third quarter 2007,
compared with $7.2 million in third quarter 2006. These expenses include
$7.9 million in compensation and benefits expenses and $5.3 million in
non-compensation related expenses. Variable compensation as a percentage of
commission and fee-based revenues was 54.9% in third quarter 2007 compared to
53.7% in the same period last year. The majority of the increase is related to
the hiring of teams with larger assets under administration at the beginning
of the year which has resulted in a proportionate increase in variable
compensation payouts, as these teams earn payouts at the higher grid payout
levels, and also reflects an increase in management and staff bonuses in
support of the infrastructure of the business.
    The increase in fixed salaries and benefits expense is directly
attributable to the increase in total headcount of 27 sales and administrative
staff hired to support the 22 new advisors who have joined us since
September 30, 2006. The investment advisor transition assistance expense
increased in line with the hiring of 11 new teams since the end of third
quarter 2006. This increase is consistent with management's expectations for
their originally anticipated revenues, which forms the general basis for
determining the level of transition assistance support.
    Non-compensation expenses for third quarter 2007 increased $1.9 million
over third quarter 2006, reflecting increased selling, general and
administrative expenses primarily due to expenses incurred in the
establishment of the Montreal office, and an increase in back-office support
required to facilitate the overall growth in business activity for GMP Private
Client compared with the same period last year.
    Wealth Management reported income before income taxes and non-controlling
interest of $0.1 million for third quarter 2007, compared with a loss of
$0.6 million for third quarter 2006.

    First Nine Months 2007 vs. First Nine Months 2006

    Wealth Management revenue was $38.4 million for the first nine months
2007, an increase of $17.9 million compared with the same period last year.
Commission and fee-based revenues have more than doubled over this period,
increasing $16.4 million to $30.9 million from the same period last year.
Expenses were $37.6 million, an increase of $15.1 million compared with the
first nine months 2006, primarily reflecting increased variable compensation
expense in support of revenue generation and costs associated with
establishing or expanding GMP Private Client's branch offices and the
operational costs of supporting the growth in the number of its investment
advisors.
    Wealth Management reported income before income taxes and non-controlling
interest of $0.8 million for the first nine months 2007, compared with a loss
of $2.0 million in the same period last year.

    -------------------------------------------------------------------------

    Private Capital Management

    The following table presents the results for Private Capital Management,
which consists of the business and operations of EdgeStone, for the three and
nine months ended September 30, 2007, as well as a comparison of third quarter
2007 with third quarter 2006. The results of EdgeStone's operations have been
included in the Fund's financial statements since the acquisition date of
July 4, 2006.

    

                                                                 Nine months
                                                                       ended
                                    Three months ended   Change(a) September
    ($000, unless                         September 30   Increase/        30
    otherwise indicated)             2007         2006  (decrease)      2007
    -------------------------------------------------------------------------
    Revenue                           6,193      6,296        (2%)    18,478
      Investment management and
       fee income                     6,173      6,309        (2%)    18,484
      Interest income                   100         19       426%        217
      Other income                      (80)       (32)     (150%)      (223)
    Expenses                          3,800      3,300        15%     11,599
      Employee compensation and
       benefits                       2,542      2,202        15%      7,627
      Selling, general and
       administrative                 1,084      1,007         8%      3,508
      Interest                          115          6     1,817%        273
      Amortization                       59         85       (31%)       191
    ---------------------------------------  ----------  ---------  ---------
    Income before income taxes
     and non-controlling interest     2,393      2,996       (20%)     6,879
    Total headcount                      36         35         3%         36
    ---------------------------------------  ----------  ---------  ---------
    ---------------------------------------  ----------  ---------  ---------

    (a) Refers to a comparison of the results of the Private Capital
        Management segment for the three months ended September 30, 2007 with
        the three months ended September 30, 2006.
    ---------------------------
    

    Private Capital Management revenue was $6.2 million for third quarter
2007, compared with $6.3 million in third quarter 2006.
    During third quarter 2007, EdgeStone, through Equity Fund III, closed on
its investment in Motion Picture Distribution L.P. following the receipt of
approval by the unitholders of Motion Picture Distribution L.P. Additionally,
EdgeStone, through Equity Fund III, closed on its initial investment in
Aurigen Re Capital Limited in third quarter 2007, a life reinsurance provider
focused on the Canadian market.

    
    -------------------------------------------------------------------------
                                                                 Nine months
                                                                       ended
                                    Three months ended   Change(a) September
    ($000)                                September 30   Increase/        30
                                     2007         2006  (decrease)      2007
    -------------------------------------------------------------------------
    Fixed salaries and benefits       1,692      1,699          -      5,229
    Variable incentive-based
     compensation                       769        456        69%      2,155
    Fund unit-based compensation         81         47        72%        243
    ----------------------------------------  ---------  ---------  ---------
    Total Employee Compensation
     and Benefits                     2,542      2,202        15%      7,627
    ----------------------------------------  ---------  ---------  ---------
    ----------------------------------------  ---------  ---------  ---------

    (a) Refers to a comparison of the results of the Private Capital
        Management segment for the three months ended September 30, 2007 with
        the three months ended September 30, 2006.
    

    Expenses for third quarter 2007 reflect normal operating activities and
include $2.5 million in employee compensation and benefits and $1.3 million in
non-compensation expenses.
    Private Capital Management reported income before income taxes and
non-controlling interest of $2.4 million for third quarter 2007, compared with
$3.0 million for the same period last year.

    First Nine Months 2007

    Private Capital Management revenue was $18.5 million for the first nine
months 2007. Expenses for the period were $11.6 million. Private Capital
Management reported income before income taxes and non-controlling interest of
$6.9 million for the first nine months 2007.

    -------------------------------------------------------------------------

    Corporate

    Corporate includes inter-segment eliminations between business segments
and enterprise-wide items. For further details relating to inter-segment
eliminations, see the "Results of Business Segments - Corporate" section in
the 2006 Annual MD&A. Due to the nature of the activities reported in this
segment, management believes that a period-over-period comparison is not
useful.

    
                                             Three months ended September 30
                       Inter-segment     Enterprise-wide     Total Corporate
    ---------------------------------  ------------------  ------------------
    ($000)           2007       2006     2007       2006       2007     2006
    ----------------------  ---------  -------  ---------  ---------  -------

    Revenue          (887)      (915)      18          -       (869)    (915)
    Expenses         (887)      (915)   5,857      4,737      4,970    3,822
      Employee
       compensation
       and benefits     -          -      936        560        936      560
      Selling,
       general and
       admini-
       strative      (887)      (195)     751        738       (136)     543
      Interest          -       (720)     900        495        900     (225)
      Amortization      -          -    3,270      2,944      3,270    2,944
    ----------------------  ---------  -------  ---------  ---------  -------
    Loss before
     income taxes
     and non-
     controlling
     interest           -          -   (5,839)    (4,737)    (5,839)  (4,737)
    ----------------------  ---------  -------  ---------  ---------  -------
    ----------------------  ---------  -------  ---------  ---------  -------


                                              Nine months ended September 30
                       Inter-segment     Enterprise-wide     Total Corporate
    ---------------------------------  ------------------  ------------------
    ($000)           2007       2006     2007       2006       2007     2006
    ----------------------  ---------  -------  ---------  ---------  -------
    Revenue        (2,613)    (2,887)      26          9     (2,587)  (2,878)
    Expenses       (2,613)    (2,887)  17,575      7,008     14,962    4,121
      Employee
       compensation
       and benefits     -          -    2,896      1,681      2,896    1,681
      Selling,
       general and
       admini-
       strative    (2,613)      (759)   2,294      1,945       (319)   1,186
      Interest          -     (2,128)   2,680        476      2,680   (1,652)
      Amortization      -          -    9,705      2,906      9,705    2,906
    ----------------------  ---------  -------  ---------  ---------  -------
    Loss before
     income taxes and
     non-controlling
     interest           -          -  (17,549)    (6,999)   (17,549)  (6,999)
    ----------------------  ---------  -------  ---------  ---------  -------
    ----------------------  ---------  -------  ---------  ---------  -------
    

    Third Quarter 2007 and First Nine Months 2007

    The net loss before income taxes and non-controlling interest of
$5.8 million for third quarter 2007 and $17.5 million for the first nine
months 2007 reflects amortization expenses related to intangible assets
acquired in connection with the EdgeStone acquisition. Employee compensation
and benefits expenses include the accrued compensation relating to the Chief
Executive Officer of the Administrator, the administrator of the Fund, and
other administrative support. Selling, general and administrative expense
includes enterprise-wide expenses that are not allocated to the business
segments. Interest expenses include financing costs associated with the
issuance of senior unsecured notes by GMP Holding Partnership by way of
private placement in November 2006.

    Third Quarter 2006 and First Nine Months 2006

    The net loss before income taxes and non-controlling interest of
$4.7 million for third quarter 2006 and $7.0 million for the first nine months
2006 reflects primarily executive incentive-based compensation amounts accrued
in the respective period and selling, general and administrative expenses not
allocated to business segments.

    
    -------------------------------------------------------------------------

    Historical Quarterly Information

                                                           Fiscal     Fiscal
                                                             2007       2006
    -------------------------------------------------------------- ----------
                                                     Three months
    ($000, except per unit/                                 ended
    common share amounts)         30-Sep-07  30-Jun-07  31-Mar-07  31-Dec-06
    ---------------------------------------- ---------- ---------- ----------
    Revenue                         130,382    127,387    114,656    103,597
    Net income                       39,287     38,566     44,469     30,561
    Basic earnings per unit/
    common share                      $0.62      $0.61      $0.71      $0.49
    Diluted earnings per unit/
    common share                      $0.61      $0.60      $0.70      $0.48


                                                     Fiscal 2006  Fiscal 2005
    -------------------------------------------------------------- ----------
                                                                         Two
                                                            Three     months
                                                           months      ended
    ($000, except per unit/                                 ended     31-Dec-
    common share amounts)        30-Sept-06  30-Jun-06  31-Mar-06       05(a)
    ---------------------------------------- ---------- ---------- ----------
    Revenue                          78,016     78,830     96,869     53,225
    Net income                       23,145     27,650     38,608     13,520
    Basic earnings per unit/
    common share                      $0.37      $0.48      $0.67      $0.24
    Diluted earnings per unit/
    common share                      $0.36      $0.46      $0.65      $0.23

    (a) Common share amounts have been restated to reflect a two-for-one
        exchange of one common share of the Company for two Fund units.
        Common share amounts have been restated based on average common
        shares outstanding during the period presented.

    Pro Forma Net Income Reconciliation

    The following pro forma data is considered to be non-GAAP earnings
measures. Because of the differences in accounting between the Fund and the
Company, we have presented certain non-GAAP measures to assist in comparing
the historical financial performance of the Company to the Fund's results.
This pro forma information is intended to reflect the financial results of the
Company as if it had carried on business as an income trust.

                                                                 Fiscal 2005
                                                            Two months ended
    ($000)                                                         31-Dec-05
    -------------------------------------------------------------------------
    Net income as reported                                            13,520
    Add: Income taxes as reported                                      5,738
    -------------------------------------------------------------------------
    Income before income taxes as reported                            19,258
    Pro forma income tax expense(a)                                    1,970
    Pro forma net income(a)                                           17,288
    -------------------------------------------------------------------------
    Pro forma basic earnings per unit                                  $0.30
    Pro forma diluted earnings per unit                                $0.29
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (a) Net income reflects an adjustment to income tax expense to reflect
        the current tax attributes of the Fund under the income trust
        structure. The pro forma income tax expense reflects required taxes
        relating to the corporate subsidiaries of the Fund.
    

    The Fund's revenue and operating results will fluctuate from
month-to-month, quarter-to-quarter and year-to-year as a result of a
combination of factors including economic, political and market conditions
which, in turn, affect the level of public offerings, M&A transactions,
securities trading activity in the Canadian marketplace, competition in the
marketplace for suitable investments, sustainability of fees, nature and type
of portfolio company investments, ability to realize carried interest
entitlements and dependence on key personnel, all of which ultimately impact
the Fund's revenue and operating results. This section should be read in
conjunction with the "Risk Factors - Risks Related to the Business -
Significant Fluctuations in Results" section in the Fund's annual information
form dated February 28, 2007 and the "Historical Quarterly Information -
Quarterly Earnings Trends and Analysis" section in the 2006 Annual MD&A, each
of which is incorporated by reference herein.

    -------------------------------------------------------------------------

    Distributable Cash and Distributions

    Management views distributable cash and distributable cash per basic unit
as key measures used by investors, management and other stakeholders to
evaluate the ongoing performance of the Fund. The Fund intends to continue to
make distributions based on distributable cash, taking into account market
cycles.
    On July 6, 2007, the Canadian Securities Administrators issued amended
National Policy 41-201, Income Trusts and Other Indirect Offerings ("NP
41-201"). The amendments to NP 41-201 contain enhanced recommendations on the
discussion of distributed cash in an income trust's MD&A. Management has
adopted NP 41-201 in its disclosures this quarter. In addition, on July
18, 2007, the CICA finalized its guidance on the preparation and disclosure of
distributable cash as provided in Standardized Distributable Cash in Income
Trusts and Other Flow-Through Entities: Guidance on Preparation and
Disclosure. The objective of the guidance is to improve the disclosure,
transparency and standardization in the reporting of distributable cash.
Management has adopted, where appropriate, the new CICA guidance for its third
quarter 2007.
    The following table presents the Fund's determination of distributable
cash for third quarter and first nine months of fiscal 2007 and fiscal 2006.
Management has amended the distributable cash and payout ratio calculations in
2006, as described in the "Distributable Cash and Distributions" section in
the 2006 Annual Report and comparative amounts shown below have been restated
to reflect the revised presentation.

    
                                    Three months ended     Nine months ended
    ($000, 000 of units, except           September 30          September 30
    per unit amounts)                  2007       2006       2007       2006
    ---------------------------------------- ---------- ---------- ----------
    Cash provided by operating
     activities                      64,387     10,930     43,260    110,837
    Add/(Deduct):
      Net change in non-cash
       operating items(a)           (16,351)    16,859    103,385    (13,424)
      Maintenance capital
       expenditures(b)                 (673)      (400)    (2,002)    (1,013)
      Non-controlling interest       (1,882)        40     (1,510)         3
      Earnings of corporate
       subsidiaries not available
       for distribution(c)              (42)      (332)      (434)    (1,230)
      Future income taxes(d)           (168)       534       (231)       373
    ---------------------------------------- ---------- ---------- ----------
    Distributable cash(e)            45,271     27,631    142,468     95,546
    ---------------------------------------- ---------- ---------- ----------
    Weighted-average number of
     units - basic                   62,882     61,821     62,798     59,013
    Weighted-average number of
     units - diluted                 64,131     63,787     64,100     61,060
    Cash distributions declared
     per unit                        $0.375     $0.375     $1.125     $1.042
    Cash distributions declared      23,581     23,182     70,648     61,602
    Distributable cash per
     basic unit(e)(f)                 $0.72      $0.45      $2.27      $1.62
    Distributable cash per diluted
     unit(e)(f)                       $0.71      $0.43      $2.22      $1.56
    Payout ratio - distributable
     cash(e)(g)                       52.1%      83.9%      49.6%      64.5%
    ---------------------------------------- ---------- ---------- ----------
    ---------------------------------------- ---------- ---------- ----------

    (a) Represents the change in non-cash operating items recorded on the
        Fund's unaudited interim consolidated statement of cash flows in the
        Third Quarter Financial Statements. For further details see the
        discussion below.
    (b) Maintenance capital expenditures are determined based on the capital
        requirements necessary to sustain current levels of economic
        activity. For further details see the discussion below.
    (c) The net income of the Fund's corporate subsidiaries is not included
        in the determination of distributable cash.
    (d) Future income taxes represent a non-cash item recorded on the Fund's
        unaudited interim consolidated statement of cash flows in the Third
        Quarter Financial Statements. Management excludes these amounts in
        the determination of distributable cash in accordance with the
        limited partnership agreement of each Operating Partnership which
        states that all income tax obligations should be deducted in arriving
        at distributable cash.
    (e) Distributable cash, distributable cash per basic unit, distributable
        cash per diluted unit and payout ratio - distributable cash, are not
        recognized measures under GAAP and do not have any standardized
        meanings prescribed by GAAP. Therefore, these measures may not be
        comparable to similar measures presented by other issuers. For
        further details, see the "Presentation of Financial Information and
        Non-GAAP Measures" section in this MD&A.
    (f) Distributable cash per basic unit and distributable cash per diluted
        unit are determined by dividing distributable cash by the weighted-
        average number of basic and diluted units, respectively, outstanding
        for the applicable period, on a basis consistent with the
        determination of net income per unit.
    (g) Payout ratio - distributable cash is determined by dividing cash
        distributions declared by distributable cash.
    

    Distributable cash is defined in the limited partnership agreement of
each Operating Partnership to mean earnings before income taxes, interest,
depreciation and amortization earned by the Operating Partnerships, plus any
additional cash on hand that the General Partner may determine to include in
distributable cash, less payments to satisfy debt service obligations, general
and administrative expenses, capital expenditures, and other expense
obligations and commitments of the Operating Partnerships.
    Management believes a comparison between cash distributions declared and
cash flows from operating activities is not meaningful for the Fund due to the
net change in non-cash operating items which is determined on a trade-date
basis and, as such, may vary significantly on a day-to-day basis. These
amounts include balances relating to trading securities, obligations related
to securities sold short, receivables and payables relating to client cash
balances and unsettled trades, broker receivables and payables and amounts
payable to issuers. Due to the unique nature of our business, these variances
in non-cash working capital items do not necessarily represent any change in
the Fund's financial position, its financial performance or its ability to
generate distributable cash, and, as such, non-cash operating items are
excluded from the determination of distributable cash.
    Management expects its ongoing capital maintenance strategy to be funded
through cash flows from operations and not through the issuance of external
debt. The Fund's productive capital includes $17.1 million of capital assets
and $130.4 million of goodwill and other intangible assets as at September
30, 2007. Maintenance capital expenditures reflect the amortization expense
associated with existing capital assets over their expected service life.
Additions to capital in 2007 are described further in the "Liquidity and
Capital Resources" section in this MD&A.
    While the Fund uses its capital assets to build and maintain a robust
operating platform, management views the strength of its human capital as its
biggest productive asset. Management believes the most appropriate measures of
productive capacity for the Fund are represented by our staffing levels. Total
headcount was 409 as at September 30, 2007, up 94 from the same period last
year, largely due to growth in Wealth Management and Capital Markets. We
expect further growth in staffing levels and productive capacity in support of
the successful growth of our businesses. The Fund's businesses depend on
highly skilled, and often highly specialized, individuals it employs and
retention of these employees is particularly important to the Fund's ability
to maintain productive capacity. The level of competition for key personnel
remains high and while we have historically experienced little turnover in
professional employees, there can be no assurance that losses in key personnel
will not occur in the future and adversely affect the Fund's future productive
capacity and operating results. Based on our current level of productive
capacity, and assuming no material changes in current market, economic and
business conditions in which the Fund operates, management expects the Fund
will continue to generate a sufficient amount of cash in the foreseeable
future through its current operating activities to maintain or grow
distributions to unitholders.
    Management is not aware of any restrictions on distributions arising from
compliance with financial covenants operational as at September 30, 2007 and
those that would be likely to become operational within the reasonably
foreseeable future assuming no material changes in current conditions in which
the Fund operates.
    The Fund's payout ratio from distributable cash in third quarter 2007 was
52.1% compared to 83.9% in the comparable period last year while the ratio in
the first nine months of 2007 was 49.6% compared to 64.5% for the same period
last year. The excess of net income over cash distributions declared was
$15.7 million for third quarter 2007 and $51.7 million for the first nine
months 2007. The net income of the Fund and distributable cash fluctuates
monthly based on the financial performance of the Operating Partnerships.
Distributable cash in the first nine months of 2007 was $142.5 million, up
$46.9 million compared to the same period last year. This increase was
primarily driven by strong performances in Capital Markets and Wealth
Management and inclusion of EdgeStone's contribution for a full nine months in
Private Capital Management's results. The level of cash approved for
distribution to unitholders is affected by any reserves that the board of
directors of the General Partners may withhold based on current and
anticipated business needs. The General Partners have exercised this
discretion and have maintained certain reserves during the first nine months
2007.
    On November 6, 2007, the Fund's Board of Trustees approved a special cash
distribution of $0.65 per Fund unit to be paid on January 18, 2008 to Fund
units of record as of December 31, 2007. The Board of Trustees also approved
an increase to the monthly distribution from $0.125 to $0.14 per Fund unit,
commencing with the November 2007 distribution to Fund units of record on
November 30, 2007. GMP Holding Partnership will make equivalent distributions
to holders of its Exchangeable L.P. units. The Board of Trustees reviews the
distribution rate periodically based on current and anticipated business and
regulatory capital requirements. The Fund expects to provide tax guidance for
2007 distributions in conjunction with fourth quarter 2007 reporting.
    For a further discussion on distributable cash, refer to the
"Distributable Cash and Distributions" section in the 2006 Annual MD&A.

    -------------------------------------------------------------------------

    Liquidity and Capital Resources

    The Fund's approach to the management of liquidity and capital resources
has not changed significantly from that described in the "Liquidity and
Capital Resources" section in the 2006 Annual MD&A. We consider our liquidity
profile to be sound and management is not aware of any trends, demands,
commitments or events that are likely to change materially our current
liquidity position.
    Certain of the Operating Partnerships have credit facilities with
Canadian chartered banks as described in the "Liquidity and Capital Resources"
section in the 2006 Annual MD&A. In June 2007, to accommodate the current
growth in business experienced in GMP Securities and GMP Private Client, GMP
Securities secured an increase of approximately $175 million in its credit
facilities, bringing the aggregate credit facilities outstanding with Canadian
chartered banks to approximately $525 million as of the date hereof. As at
September 30, 2007, the Fund had no short-term borrowings outstanding under
these facilities.
    Cash provided by operating activities was $64.4 million for the third
quarter 2007 (up $53.5 million from third quarter 2006) and $43.3 million for
the first nine months 2007 (down $67.6 million from first nine months 2006).
Excluding non-cash operating items, cash provided by operations was
$48.0 million for third quarter 2007 (up $20.2 million) and $146.6 million for
the first nine months 2007 (up $49.2 million) due to strong earnings
generation in 2007. The new tax legislation enacted in the second quarter of
2007 and described in the "Changes in Accounting Policies or Estimates"
section in this MD&A does not affect the Fund's cash provided by operations.
    Financing activities consumed $100.5 million of cash in the first nine
months 2007 (up $64.3 million from the first nine months 2006) and reflect
cash distributions of $101.9 million paid, including the payment of a
$0.50 per unit special distribution in January 2007, compared with $59.8
million in cash distributions last year. The issuance of Fund units through
the Fund unit option plan generated cash of $2.6 million compared with $3.8
million for the same period last year. Short-term borrowings of $35 million
arranged in the second quarter of 2007 to facilitate certain securities
transactions were repaid in third quarter 2007. To finance a portion of the
EdgeStone acquisition in July 2006, GMP Securities secured a subordinated
loan, resulting in a net source of cash of $20.0 million for the three and
nine months ended September 30, 2006.
    Investing activities consumed $4.5 million of cash in first nine months
2007 compared with $77.4 million in the first nine months 2006. Prior period
investing activities reflect $66.8 million in net cash consideration paid in
July 2006 related to the EdgeStone acquisition. Cash consideration of
$1.1 million was paid in third quarter 2007 to acquire the remaining ownership
interest in Griffiths McBurney (Europe) S.A., our representative office in
Geneva, Switzerland. Capital expenditures of $3.3 million in the first nine
months 2007 mainly relate to the expansion of GMP Private Client's Toronto and
Vancouver offices while expenditures in the same period last year of
$10.6 million primarily reflect the build out of the Toronto offices for GMP
Securities and GMP Private Client and the Vancouver and Calgary offices of GMP
Private Client. Management expects continued capital expenditures not yet
committed but required to meet planned growth in Wealth Management.

    -------------------------------------------------------------------------

    Balance Sheet Data and Analysis

    As at September 30, 2007, total assets were $1,266.8 million, an increase
of $233.3 million from December 31, 2006, primarily reflecting increases in
trading securities ($121.4 million), client receivables ($145.9 million) and
broker receivables ($31.5 million), offset primarily by declines in cash and
cash equivalents ($61.7 million).
    Trading securities may fluctuate significantly on a day-to-day basis and
reflect normal client-driven and proprietary activities. The increase in
receivable from clients is primarily a function of the level of current open
transactions with clients as at September 30, 2007 compared to December 31 
2006 and reflects the higher level of market activity compared to December
31, 2006. These transactions may fluctuate significantly on a daily basis
depending on the volume of trading activity. For details relating to the
decrease in cash and cash equivalents, see the "Liquidity and Capital
Resources" section in this MD&A. The Fund invests its excess liquidity in cash
and cash equivalents which include government issued treasury bills and
bankers' acceptances. The Fund currently has no investments in asset-backed
commercial paper.
    As at September 30, 2007, total liabilities were $941.6 million, an
increase of $175.7 million from December 31, 2006. The increase primarily
reflects increases in payables to clients ($137.0 million) and brokers
($36.8 million), obligations related to securities sold short ($42.7 million)
and accounts payable and accrued liabilities ($33.4 million). These increases
were offset primarily by declines in distributions payable ($31.3 million) and
amounts payable to issuers ($31.5 million).
    The amounts payable to clients, brokers and issuers may fluctuate
significantly on a day-to-day basis and primarily reflect the level of open
transactions outstanding with clients, brokers and issuers as at September
30, 2007. Obligations related to securities sold short reflects volume growth
attributed to client-driven and proprietary activities. Accounts payable and
accrued liabilities have increased due to higher bonus accruals reflecting
timing of payments and stronger revenue generation. Distributions payable as
at September 30, 2007 declined due to the special cash distribution, which
totalled an aggregate of $31.3 million that was accrued as at December
31, 2006 and paid in January 2007.
    Unitholders' equity as at September 30, 2007 increased by $57.2 million
from December 31, 2006, primarily due to an increase in retained earnings.

    Outstanding Unit Data

    The Fund is authorized to issue an unlimited number of Fund units and an
unlimited number of special voting units. Each special voting unit is issued
together with each Exchangeable L.P. unit issued by GMP Holding Partnership.
Each Exchangeable L.P. unit is indirectly exchangeable for one Fund unit.
Exchangeable L.P. units are not exchangeable for a period of one year from
issuance, except with the consent of the board of directors of GMP Corp., the
general partner of GMP Holding Partnership. During the first nine months 2007,
2.314 million Exchangeable L.P. units valued at $4.1 million were exchanged
for Fund units.

    
                                                Units issued and outstanding
                                                    as at September 30, 2007
    ------------------------------------------------------------------------
    (000)                                                  No.             $
    -----------------------------------------------------------  ------------
    Fund units                                          43,004        94,182
    Exchangeable L.P. units(a)                          19,926        99,307
    -----------------------------------------------------------  ------------
    Total                                               62,930       193,489
    -----------------------------------------------------------  ------------
    -----------------------------------------------------------  ------------

    (a) On July 4, 2007, 1.608 million Exchangeable L.P. units issued in
        conjunction with the EdgeStone acquisition on July 4, 2006 were
        released from escrow. The 2.411 million remaining Exchangeable L.P.
        units related to the EdgeStone acquisition are held in escrow and are
        scheduled to be released on each of the second and third anniversary
        dates following the date of acquisition as follows: 50% and 50%.
    

    As of the date hereof, the outstanding capital of the Fund consists of
43.004 million Fund units and 19.926 million special voting units that are
issued together with each Exchangeable L.P. unit. Accordingly, there are
outstanding 19.926 million Exchangeable L.P. units as at the date hereof. As
of November 6, 2007, 3.912 million options to acquire Fund units on a
one-for-one basis were outstanding.

    -------------------------------------------------------------------------

    Commitments and Contingencies

    Details of the Fund's commitments and contingencies can be found in Note
26 to the 2006 Annual Financial Statements and in the "Commitments and
Contingencies" section of the 2006 Annual MD&A. On March 21, 2007, we entered
into a seven-year lease arrangement for premises in Vancouver in support of
the continued build-out of the Wealth Management segment. Future minimum
annual lease payments total $2.1 million in aggregate, and the commitment
period expires in May 2014. There have been no other significant changes to
these commitments and contingencies during the first nine months 2007.

    -------------------------------------------------------------------------

    Off-Balance Sheet Arrangements

    In the normal course of business, the Fund engages in certain financial
transactions that, under GAAP, are not recorded on the consolidated balance
sheet. These include variable interest entities, derivatives and financial
guarantees. Details of our off-balance sheet arrangements are provided in
"Off-Balance Arrangements" in the 2006 Annual MD&A. For additional details
regarding derivatives and financial guarantees, please see Notes 5 and 11,
respectively, to the Third Quarter Financial Statements. There have been no
significant changes to off-balance sheet arrangements during the nine months
ended September 30, 2007.

    -------------------------------------------------------------------------

    Related-Party Transactions

    The Fund's policies and procedures for related-party transactions and the
nature of the Fund's related-party transactions have not changed materially
from December 31, 2006. For further information, refer to Note 17 in the 2006
Annual Financial Statements. Additional details on these transactions can be
found in Note 16 to the Third Quarter Financial Statements.

    -------------------------------------------------------------------------

    Critical Accounting Policies and Estimates

    The Fund's significant accounting policies are disclosed in Note 2 of the
2006 Annual Financial Statements. Certain of these policies require the use of
estimates or assumptions that in some cases may relate to matters that are
inherently uncertain. Accounting policies that require management's judgment
and estimates are described in the "Critical Accounting Policies and
Estimates" section of the 2006 Annual MD&A. Changes in critical accounting
estimates were adopted in second quarter 2007 in response to new tax
legislation enacted in June 2007 and changes in accounting policies were
adopted on January 1, 2007 related to the financial instruments standards.
These changes are described below in the "Changes in Accounting Policies or
Estimates" section in this MD&A.

    -------------------------------------------------------------------------

    Changes in Accounting Policies or Estimates

    Financial Instruments

    Commencing January 1, 2007, the Fund adopted three new accounting
standards issued by the CICA: Handbook Section 1530, Comprehensive Income,
Handbook Section 3855, Financial Instruments - Recognition and Measurement and
Handbook Section 3865, Hedges. These standards were adopted prospectively and
accordingly, comparative amounts for prior periods were not restated. There
were no changes in the carrying values of the Fund's financial assets and
financial liabilities as a result of implementing these new accounting
standards. For further details see Note 1 to the Third Quarter Financial
Statements.

    Income Trusts - Accounting for Income Taxes

    In June 2007, the Federal Government of Canada enacted new legislation
imposing additional income taxes upon publicly traded income trusts, including
the Fund, commencing January 1, 2011. Prior to June 2007, the Fund estimated
the future income tax on certain temporary differences between amounts
recorded on its balance sheet for book and tax purposes at a nil effective tax
rate. Under the new legislation, the Fund now estimates the effective tax rate
on the post-2010 reversal of these temporary differences to be 31.5%. The Fund
estimates, as at September 30, 2007, that $9.4 million in net taxable
temporary differences will reverse after January 1, 2011, which resulted in an
additional $3.0 million of future income tax liability recognized in the first
nine months 2007. The taxable temporary differences relate to the intangible
assets acquired in connection with the EdgeStone acquisition. As the
legislation is new, future technical interpretations of the legislation could
occur and could materially affect management's estimate of the Fund's future
income tax liability. In addition, the amount and timing of reversals of
temporary differences will also depend on the Fund's future operating results,
acquisitions and dispositions of assets and liabilities and distribution
policy. For further details, see Note 2 to the Third Quarter Financial
Statements.

    Cash Flow Statements

    In February 2007, the CICA amended Handbook Section 1540, Cash Flow
Statements, to address the disclosure requirements related to cash
distributions on financial instruments classified as equity that are
determined in accordance with a contractual agreement or relevant document.
The Fund adopted the new disclosure requirements in second quarter 2007. For
further details, please refer to Note 15 to the Third Quarter Financial
Statements.

    -------------------------------------------------------------------------

    Future Changes in Accounting Policies or Estimates

    The following new guidance will be effective for the Fund's financial
statements in the future: i) CICA Handbook Section 1535, Capital Disclosures:
a new standard that requires an entity to disclose both qualitative and
quantitative information that enables users of financial statements to
evaluate the entity's objectives, policies and processes for managing capital,
which will be effective for the Fund beginning January 1, 2008; and ii) CICA
Handbook Section 3862, Financial Instruments - Disclosures, and CICA Handbook
Section 3863, Financial Instruments - Presentation: new standards to enhance
disclosure requirements related to the nature and extent of risks arising from
financial instruments and how the entity manages those risks, which will be
effective for the Fund beginning January 1, 2008.

    -------------------------------------------------------------------------

    Controls and Procedures

    Disclosure Controls and Procedures

    Management of the Administrator has designed disclosure controls and
procedures to provide reasonable assurance that material information relating
to the Fund is made known to the Chief Executive Officer and Chief Financial
Officer of the Administrator to allow for timely decisions regarding required
disclosure and to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP.

    Changes in Internal Control over Financial Reporting

    To the best of the knowledge and belief of the Chief Executive Officer
and Chief Financial Officer of the Administrator, no changes were made in the
Fund's internal control over financial reporting during third quarter 2007
that have materially affected, or are reasonably likely to materially affect,
the Fund's internal control over financial reporting.

    -------------------------------------------------------------------------

    Risk Management

    Our approach to the management of risk has not changed significantly from
that described in the "Risk Management" section of the 2006 Annual MD&A and
the "Description of the Business - Risk Management" section in our annual
information form dated February 28, 2007. To support higher client-driven
equity trading volumes experienced during 2007, increases in GMP Securities'
capital limits for facilitative liability trading were recommended by senior
management in the second and third quarters. These limit increases were
approved by the Fund's Board of Trustees on August 8, 2007 and November
6, 2007. The Fund's revised capital limits are now $23.5 million, up from the
previous limit of $17.5 million. During periods of unusual activity, this
limit can be increased to $30.0 million with the approval of the Chief
Executive Officer of the Administrator. In the event that capital required on
liability trading exceeds $30.0 million or 50% of risk adjusted capital,
calculated in accordance with the guidelines issued by the Investment Dealers
Association of Canada, the approval of the Chief Executive Officer is required
and notification to the independent members of the Fund's Board of Trustees
will be made with subsequent approval sought.

    -------------------------------------------------------------------------

    Risk Factors

    An investment in securities of the Fund involves a number of risks in
addition to those described in the "Forward-Looking Statements" section in
this MD&A, the "Risk Management" section of the 2006 Annual MD&A and the "Risk
Factors" and "Description of the Business - Risk Management" sections in the
Fund's annual information form dated February 28, 2007. Additional risks and
uncertainties not currently known to the Fund, or that the Fund currently
considers immaterial, may also impair the operations of the Fund. If any such
risks actually occur, the business, financial condition, or liquidity and
results of operations of the Fund, and the ability of the Fund to make
distributions on the Fund units (and on GMP Holding Partnership to make
distributions on the Exchangeable L.P. units), could be materially adversely
affected.

    -------------------------------------------------------------------------

    Additional Information

    Additional information relating to the Fund is available on our website
at gmpcapitaltrust.com and on the SEDAR website at sedar.com, including the
Fund's annual information form.


    
                       Unaudited Interim Consolidated
                             Financial Statements

       as at and for the three and nine months ended September 30, 2007

    -------------------------------------------------------------------------
    Interim Consolidated Balance Sheet
                                                          As at        As at
                                                   September 30, December 31,
    ($000)                                                 2007         2006
    ------------------------------------------------------------ ------------

    Assets
    Current
    Cash and cash equivalents                            78,027      139,691
    Securities
      Trading (NOTES 1 and 6)                           201,507       80,106
      Available-for-sale (NOTE 1)                         4,055            -
      Investment (NOTE 1)                                     -          897
    Receivable from
      Clients (NOTE 16)                                 561,130      415,233
      Brokers (NOTE 7)                                  185,466      153,940
    Other assets (NOTE 8)                                67,273       62,166
    ------------------------------------------------------------ ------------
    Total current assets                              1,097,458      852,033
    ------------------------------------------------------------ ------------
    Deferred costs (NOTE 9)                               5,335        8,279
    Capital assets (NOTE 10)                             17,078       15,775
    Employee loans receivable (NOTES 11, 12,
     13 and 16)                                          16,547       16,854
    Future income taxes (NOTE 2)                              -        1,302
    Goodwill and other intangible assets (NOTE 4)       130,381      139,234
    ------------------------------------------------------------ ------------
    Total assets                                      1,266,799    1,033,477
    ------------------------------------------------------------ ------------
    ------------------------------------------------------------ ------------

    Liabilities and Unitholders' Equity
    Current
    Obligations related to securities sold short
     (NOTES 1 and 6)                                     78,759       36,102
    Payable to
      Clients (NOTE 16)                                 607,276      470,272
      Brokers (NOTE 7)                                   51,942       15,103
      Issuers                                            31,500       63,006
    Accounts payable and accrued liabilities             83,859       50,413
    Distributions payable (NOTE 15)                       7,866       39,161
    Other liabilities (NOTE 14)                          16,981       28,543
    ------------------------------------------------------------ ------------
    Total current liabilities                           878,183      702,600
    ------------------------------------------------------------ ------------
    Long-term debt                                       60,000       60,000
    Future income taxes (NOTE 2)                          1,468            -
    Agency fee obligation (NOTE 18)                       1,968        3,319
    ------------------------------------------------------------ ------------
    Total liabilities                                   941,619      765,919
    ------------------------------------------------------------ ------------
    Non-controlling interest                              2,172        1,738
    ------------------------------------------------------------ ------------

    Unitholders' equity                                 323,008      265,820
    ------------------------------------------------------------ ------------
    Total liabilities and unitholders' equity         1,266,799    1,033,477
    ------------------------------------------------------------ ------------
    ------------------------------------------------------------ ------------

    Commitments and contingencies (NOTE 22)

    See accompanying notes, which are an integral part of these unaudited
    interim consolidated financial statements.



    -------------------------------------------------------------------------

    Interim Consolidated Statements of Income

                                Three months ended         Nine months ended
    ($000, except per unit            September 30              September 30
     amounts)                    2007         2006         2007         2006
    ---------------------------------- ------------ ------------ ------------

    Revenue
    Investment banking         68,456       42,003      177,173      142,159
    Commissions                44,431       25,458      127,184       86,005
    Investment management
     and fee income             9,721        8,051       28,203       10,338
    Principal activities          747       (1,969)      22,688        1,554
    Interest                    7,505        4,206       18,066       13,320
    Other                        (478)         267         (889)         339
    ---------------------------------- ------------ ------------ ------------
                              130,382       78,016      372,425      253,715
    ---------------------------------- ------------ ------------ ------------

    Expenses
    Employee compensation
     and benefits              64,004       38,914      174,003      122,163
    Selling, general and
     administrative            13,167        8,890       37,206       25,970
    Interest                    4,004        2,017        9,948        4,576
    Amortization                4,295        3,613       12,740        4,576
    ---------------------------------- ------------ ------------ ------------
                               85,470       53,434      233,897      157,285
    ---------------------------------- ------------ ------------ ------------
    Income before the
     undernoted                44,912       24,582      138,528       96,430
    Non-controlling interest    1,882          (40)       1,510           (3)
    ---------------------------------- ------------ ------------ ------------
    Income before income
     taxes                     43,030       24,622      137,018       96,433
    Income taxes (NOTE 2)
      Current                   3,479        2,011       11,488        7,403
      Future                      264         (534)       3,208         (373)
    ---------------------------------- ------------ ------------ ------------
                                3,743        1,477       14,696        7,030
    ---------------------------------- ------------ ------------ ------------
    Net income                 39,287       23,145      122,322       89,403
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    Net income per unit
     (NOTE 19)
    Basic                       $0.62        $0.37        $1.95        $1.51
    Diluted                     $0.61        $0.36        $1.91        $1.46
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    See accompanying notes, which are an integral part of these unaudited
    interim consolidated financial statements.



    -------------------------------------------------------------------------
    Interim Consolidated Statements of Comprehensive Income

                                                   Three months  Nine months
                                                          ended        ended
                                                  September 30, September 30,
    ($000)                                                 2007         2007
    ------------------------------------------------------------ ------------

    Net income                                           39,287      122,322
    Other comprehensive income, net of taxes:
    Net unrealized losses on translation of
     foreign operations                                    (445)        (632)
    ------------------------------------------------------------ ------------
    Other comprehensive loss                               (445)        (632)
    ------------------------------------------------------------ ------------
    Total comprehensive income                           38,842      121,690
    ------------------------------------------------------------ ------------
    ------------------------------------------------------------ ------------

    See accompanying notes, which are an integral part of these unaudited
    interim consolidated financial statements.



    -------------------------------------------------------------------------
    Interim Consolidated Statement of Changes in Unitholders' Equity

                                                   Exchangeable Exchangeable
                           Fund units   Fund units   L.P. units   L.P. units
    (000)                         No.            $          No.            $
    ---------------------------------- ------------ ------------ ------------

    Balance, December 31,
     2006                      40,417       86,819       22,240      103,396
    Net unrealized loss
     on translation of
     foreign operations             -            -            -            -
    Issued under unit option
     plans (NOTE 17)              273        3,274            -            -
    Exchange of Exchangeable
     L.P. units into Fund
     units                      2,314        4,089       (2,314)      (4,089)
    Fund unit-based
     compensation expense
     (NOTE 17)                      -            -            -            -
    Cash distributions
     declared - Fund units
     (NOTE 15)                      -            -            -            -
    Cash distributions
     declared - Exchangeable
     L.P. units (NOTE 15)           -            -            -            -
    Net income                      -            -            -            -
    ---------------------------------- ------------ ------------ ------------
    Balance, September 30,
     2007                      43,004       94,182       19,926       99,307
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


                                                    Accumulated
                                                          other        Total
                          Contributed     Retained comprehensive unitholders'
                              surplus     earnings income (loss)      equity
    (000)                           $            $            $            $
    ---------------------------------- ------------ ------------ ------------

    Balance, December 31,
     2006                       2,649       72,945           11      265,820
    Net unrealized loss
     on translation of
     foreign operations             -            -         (632)        (632)
    Issued under unit option
     plans (NOTE 17)             (715)           -            -        2,559
    Exchange of Exchangeable
     L.P. units into Fund
     units                          -            -            -            -
    Fund unit-based
     compensation expense
     (NOTE 17)                  3,587            -            -        3,587
    Cash distributions
     declared - Fund units
     (NOTE 15)                      -      (46,657)           -      (46,657)
    Cash distributions
     declared - Exchangeable
     L.P. units (NOTE 15)           -      (23,991)           -      (23,991)
    Net income                      -      122,322            -      122,322
    ---------------------------------- ------------ ------------ ------------
    Balance, September 30,
     2007                       5,521      124,619         (621)     323,008
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    See accompanying notes, which are an integral part of these unaudited
    interim consolidated financial statements.



    -------------------------------------------------------------------------
    Interim Consolidated Statements of Cash Flows

                                Three months ended         Nine months ended
                                      September 30              September 30
    ($000)                       2007         2006         2007         2006
    ---------------------------------- ------------ ------------ ------------

    Operating Activities
    Net income                 39,287       23,145      122,322       89,403
    Add (deduct) items not
     involving cash
      Amortization              4,295        3,613       12,740        4,576
      Amortization of agency
       fees and private
       placement costs            426          408        1,358          408
      Amortization of lease
       inducement                 (79)           -         (218)           -
      Future income taxes         264         (534)       3,208         (373)
      Fund unit-based
       compensation expense     1,167          910        3,587        2,602
      Transition assistance
       and other loan
       amortization               794          287        2,138          800
      Non-controlling interest  1,882          (40)       1,510           (3)
    ---------------------------------- ------------ ------------ ------------
                               48,036       27,789      146,645       97,413
    Net change in non-cash
     operating items (NOTE 21) 16,351      (16,859)    (103,385)      13,424
    ---------------------------------- ------------ ------------ ------------
    Cash provided by operating
     activities                64,387       10,930       43,260      110,837
    ---------------------------------- ------------ ------------ ------------

    Financing Activities
    Repayment of short-term
     borrowing                (35,000)           -            -          (54)
    Proceeds from
     subordinated loan              -       20,000            -       20,000
    Issuance of Fund units        812          416        2,559        3,780
    Cash distributions paid
     on Fund units            (15,649)     (14,166)     (66,543)     (37,994)
    Cash distributions paid
     on Exchangeable L.P.
     units                     (7,921)      (8,509)     (35,400)     (21,853)
    Increase (decrease) in
     non-controlling interest    (332)         (28)      (1,076)         (26)
    ---------------------------------- ------------ ------------ ------------
    Cash used in financing
     activities               (58,090)      (2,287)    (100,460)     (36,147)
    ---------------------------------- ------------ ------------ ------------

    Investing Activities
    Increase in subsidiary
     investment (NOTE 3)       (1,096)           -       (1,096)           -
    Business acquisition            -      (66,805)           -      (66,805)
    Purchase of capital assets (1,090)      (7,222)      (3,283)     (10,589)
    Pre-operating expenditures      -            -          (85)           -
    ---------------------------------- ------------ ------------ ------------
    Cash used in investing
     activities                (2,186)     (74,027)      (4,464)     (77,394)
    ---------------------------------- ------------ ------------ ------------

    Net increase (decrease)
     in cash and cash
     equivalents                4,111      (65,384)     (61,664)      (2,704)
    Cash and cash equivalents,
     beginning of period       73,916      120,419      139,691       57,739
    ---------------------------------- ------------ ------------ ------------
    Cash and cash equivalents,
     end of period             78,027       55,035       78,027       55,035
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    Supplemental cash flow
     information
    Interest paid               3,055        1,837        8,403        4,396
    Income taxes paid           1,765        1,546        7,750       21,128
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    See accompanying notes, which are an integral part of these unaudited
    interim consolidated financial statements.



    Notes to Unaudited Interim Consolidated Financial Statements

    ($000 except per unit amounts)

    -------------------------------------------------------------------------
    Note 1   Significant Accounting Policies

    Basis of presentation

    These unaudited interim consolidated financial statements of GMP Capital
    Trust (the "Fund") have been prepared by management in accordance with
    Canadian generally accepted accounting principles ("GAAP") and include
    the accounts of the Fund and its subsidiaries. These unaudited interim
    consolidated financial statements follow the same accounting principles
    and methods of application as those disclosed in note 2 to the Fund's
    audited annual consolidated financial statements as at and for the year
    ended December 31, 2006 ("2006 Annual Financial Statements"), except as
    described below. The Fund's unaudited interim consolidated financial
    statements do not include all disclosures required by GAAP for annual
    consolidated financial statements and accordingly, should be read in
    conjunction with the 2006 Annual Financial Statements. Certain
    comparative amounts have been reclassified to conform to the current
    period's presentation.

    Changes in accounting policy

    Financial Instruments

    Commencing January 1, 2007, the Fund adopted three new accounting
    standards issued by the Canadian Institute of Chartered Accountants
    ("CICA"): Handbook Section 1530, Comprehensive Income, Handbook Section
    3855, Financial Instruments - Recognition and Measurement and Handbook
    Section 3865, Hedges. These standards were adopted prospectively and
    accordingly, comparative amounts for prior periods have not been
    restated.

    Comprehensive Income

    Section 1530 introduces Other Comprehensive Income ("OCI"). OCI
    represents changes in unitholders' equity arising from unrealized gains
    and losses on financial assets classified as available-for-sale, net
    unrealized foreign currency translation gains or losses arising from
    self-sustaining foreign operations, and changes in the fair value of the
    effective portion of cash flow hedging instruments. As required, the Fund
    has included in its unaudited interim consolidated financial statements a
    statement of comprehensive income to report the changes in these items
    during the nine months ended September 30, 2007. The cumulative changes
    in OCI are included in accumulated other comprehensive income ("AOCI"),
    which is presented as a new category of unitholders' equity in the
    unaudited interim consolidated statement of changes in unitholders'
    equity.

    Financial Instruments - Recognition and Measurement

    Section 3855 requires that all financial assets and financial liabilities
    (including derivatives) be measured at fair value on initial recognition
    except for certain related-party transactions. Measurement in subsequent
    periods depends on whether the financial asset or liability has been
    classified as held-for-trading, available-for-sale, held to maturity,
    loans and receivables or other liabilities.

    Financial instruments classified as held-for-trading are measured at fair
    value and unrealized gains and losses are included in net income in the
    period in which they arise. The Fund's financial instruments classified
    as held-for-trading include trading securities, securities sold short,
    and broker warrants. The Fund has historically measured these instruments
    at fair value and any unrealized gains and losses have been included in
    net income. The Fund's accounting treatment of trading securities,
    securities sold short and broker warrants remains unchanged as a result
    of implementing these new accounting standards.

    Derivative financial instruments that are not designated as effective
    hedging instruments must also be classified as held-for-trading and
    measured accordingly. The Fund enters into forward contracts in order to
    manage foreign exchange risk on pending security settlements in foreign
    currencies and these contracts are not designated as hedging instruments.
    Historically, the forward contracts have been recorded at their estimated
    fair market value with realized and unrealized gains and losses recorded
    in net income during the period. The Fund's accounting treatment of these
    forward contracts remains unchanged as a result of implementing these new
    accounting standards.

    For those financial assets and financial liabilities that have been
    designated as held-for-trading, the Fund is not required to identify any
    embedded derivatives that might exist within these instruments. The Fund
    conducted a search for embedded derivatives in all other contractual
    arrangements and did not identify any embedded features which required
    separate presentation from the related host contract.

    Available-for-sale assets are those non-derivative financial assets that
    are designated as available-for-sale or are not classified as held-for-
    trading, held to maturity, or loans and receivables. Available-for-sale
    assets are measured at fair value with unrealized gains and losses
    recorded in other comprehensive income until realized, at which time they
    will be recognized in income. The Fund's financial assets classified as
    available-for-sale include all securities previously classified as
    investment securities. These securities do not have a quoted market price
    and have been historically recorded at cost with write-downs to reflect
    other than temporary impairments in value. This historic treatment is
    consistent with the new standard; therefore, the Fund's accounting
    treatment for its available-for-sale securities remains unchanged as a
    result of implementing these new accounting standards.

    Financial assets classified as loans and receivables, as well as other
    financial liabilities, are measured at amortized cost using the effective
    interest method of amortization.

    Transition

    On January 1, 2007, the Fund recognized all of its financial assets and
    financial liabilities in the consolidated balance sheet according to
    their classification under the new standards. As described above, there
    were no changes in the carrying values of the Fund's financial assets and
    financial liabilities as a result of implementing these new accounting
    standards.

    The Fund reclassified $11 of cumulative translation adjustments related
    to net investments in self-sustaining foreign operations to the opening
    balance of AOCI.

    Cash Flow Statements

    In February 2007, the CICA amended Handbook Section 1540, Cash Flow
    Statements, to address the disclosure requirements related to cash
    distributions on financial instruments classified as equity that are
    determined in accordance with a contractual agreement or relevant
    document. The Fund has adopted the new disclosure requirements effective
    April 1, 2007. For further details of the Fund's distribution policy,
    please refer to note 15 of these unaudited interim consolidated financial
    statements.

    Future accounting changes

    Capital Disclosures

    The CICA issued a new accounting standard, Section 1535, Capital
    Disclosures, which requires the disclosure of both qualitative and
    quantitative information that enables users of financial statements to
    evaluate the entity's objectives, policies and processes for managing
    capital. This new standard will be effective for the Fund effective
    January 1, 2008.

    Financial Instruments

    The CICA issued two new accounting standards, Section 3862, Financial
    Instruments - Disclosure and Section 3863, Financial Instruments -
    Presentation, which apply to interim and annual financial statements
    relating to fiscal years beginning on or after October 1, 2007. The Fund
    intends to adopt these new standards effective January 1, 2008.


    -------------------------------------------------------------------------
    Note 2   Future Income Taxes

    In June 2007, the Federal Government of Canada enacted new legislation
    imposing additional income taxes upon publicly traded income trusts,
    including the Fund, effective January 1, 2011. Prior to June 2007, the
    Fund estimated the future income tax on certain temporary differences
    between the amounts recorded on its balance sheet for book and tax
    purposes at a zero effective tax rate. Under the new enacted legislation,
    the Fund now estimates the effective tax rate on the post-2010 reversal
    of the identified temporary differences to be 31.5%. Temporary
    differences reversing prior to January 1, 2011 will not give rise to
    future income taxes.

    Based on its assets and liabilities as at September 30, 2007, the Fund
    has estimated the amount of its temporary differences which were
    previously not subject to tax and has estimated the periods in which
    these differences will reverse. The Fund estimates that approximately
    $9,449 of net taxable temporary differences will reverse after January 1,
    2011, resulting in an additional $2,976 in future income tax expense
    recognized in the current year. The taxable temporary differences relate
    principally to the excess of net book value of intangible assets that
    were acquired during the acquisition of EdgeStone Capital Partners L.P.
    ("EdgeStone") in excess of their respective tax values.


    -------------------------------------------------------------------------
    Note 3   Corporate Transaction

    During the quarter, the Fund acquired the remaining 49.9% ownership
    interest in its subsidiary, Griffiths McBurney (Europe) S.A. ("GMP
    Geneva"), for total cash consideration of $1,096. The purchase generated
    additional goodwill on acquisition of $852.


    -------------------------------------------------------------------------
    Note 4   Goodwill and Other Intangible Assets

    Goodwill and other intangible assets consist of the following:

                                                   September 30, December 31,
                                                           2007         2006
    ------------------------------------------------------------ ------------
                                        Accumulated    Net book     Net book
                                 Cost  amortization       value        value
    ---------------------------------- ------------ ------------ ------------

    Goodwill                   76,131            -       76,131       75,279
    Finite life intangibles
    Management contracts       46,500        9,668       36,832       42,646
    Carried interest           23,300        6,343       16,957       20,771
    Other                         440          129          311          388

    Indefinite life
     intangibles
    Trade name                    150            -          150          150
    ---------------------------------- ------------ ------------ ------------
                              146,521       16,140      130,381      139,234
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 5   Derivative Financial Instruments

    The following table presents the notional amounts of forward contracts
    outstanding:

                                      September 30, 2007   December 31, 2006
    ----------------------------------------------------- -------------------
                                          Sold
                                Sold       GBP    Bought    Bought      Sold
                                 US$ (pnds stlg)      C$       US$        C$
    --------------------------------- --------- --------- --------- ---------
    Forward contracts          2,100     2,860     7,912    40,762    47,111
    --------------------------------- --------- --------- --------- ---------
    --------------------------------- --------- --------- --------- ---------


    -------------------------------------------------------------------------
    Note 6   Trading Securities and Obligations Related to Securities Sold
             Short

    Trading securities and obligations related to securities sold short
    consist of the following:

                                September 30, 2007         December 31, 2006
    ----------------------------------------------- -------------------------
                              Trading   Securities      Trading   Securities
                           securities   sold short   securities   sold short
    ---------------------------------- ------------ ------------ ------------

    Equities                  199,055       78,759       76,226       36,102
    Broker warrants             2,452            -        3,880            -
    ---------------------------------- ------------ ------------ ------------
                              201,507       78,759       80,106       36,102
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 7   Securities Lending and Borrowing

    Securities lending and borrowing consist of the following:

                                              Cash                Securities
    -------------------------------------------------------------------------
                            Loaned or  Borrowed or    Loaned or  Borrowed or
                         delivered as  received as delivered as  received as
                           collateral   collateral   collateral   collateral
    ---------------------------------- ------------ ------------ ------------

    As at September 30, 2007  123,755        3,979        3,932      123,073
    As at December 31, 2006   115,108            -            -      114,100
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 8   Other Assets

    Other assets consist of the following:

                                                   September 30, December 31,
                                                           2007         2006
    ------------------------------------------------------------ ------------
    Funds deposited in trust                             49,130       39,478
    Accounts receivable and other                        16,369       18,186
    Amounts receivable from EdgeStone Funds               1,172        2,301
    Prepaid expenses                                        602        2,038
    Future income taxes                                       -          163
    ------------------------------------------------------------ ------------
                                                         67,273       62,166
    ------------------------------------------------------------ ------------
    ------------------------------------------------------------ ------------


    -------------------------------------------------------------------------
    Note 9   Deferred Costs

    Deferred costs consist of the following:

                                                   September 30, December 31,
                                                           2007         2006
    ------------------------------------------------------------ ------------
                                        Accumulated    Net book     Net book
                                 Cost  amortization       value        value
    ---------------------------------- ------------ ------------ ------------
    Pre-operating costs, GMP
     Private Client L.P.        3,172        2,555          617        1,409
    Pre-operating costs, GMP
     Europe                       947          220          727          920
    Agency fees                 5,741        2,202        3,539        5,342
    Financing costs               543           91          452          608
    ---------------------------------- ------------ ------------ ------------
                               10,403        5,068        5,335        8,279
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 10  Capital  Assets

    Capital assets consist of the following:

                                                   September 30, December 31,
                                                           2007         2006
    ------------------------------------------------------------ ------------
                                        Accumulated    Net book     Net book
                                 Cost  amortization       value        value
    ---------------------------------- ------------ ------------ ------------

    Furniture and fixtures     10,221        3,688        6,533        6,180
    Computer equipment          2,007        1,698          309          442
    Computer software           1,925          625        1,300          691
    Leasehold improvements     12,236        3,300        8,936        8,462
    ---------------------------------- ------------ ------------ ------------
                               26,389        9,311       17,078       15,775
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 11  Executive Unit Loan Plan

    The executive unit loan plan (the "Executive Unit Loan Plan") of GMP
    Securities L.P. ("GMP Securities"), as amended and restated in December
    2006, is designed to incent senior executives of GMP Securities and
    better align their interests with those of GMP Securities and the Fund.
    During the nine months ended September 30, 2007, there have been no
    changes to the Executive Unit Loan Plan.

    The value of pledged units against advances made to participating
    executives by GMP Securities and a Schedule I bank as at September 30,
    2007 was $38,644 (December 31, 2006 - $52,562). GMP Securities has
    provided a financial guarantee to the Schedule I bank in relation to the
    obligations of certain executives in the plan. The maximum potential
    amount of future payments under this guarantee is $2,167 as at
    September 30, 2007 (December 31, 2006 - $3,439).

    Included in accounts payable and accrued liabilities as at September 30,
    2007 is a bonus accrual of $5,824 (December 31, 2006 - $2,156) in
    connection with GMP Securities' obligation to pay cash bonuses to repay
    50% of the total loans under the plan.

    The loans bear interest at rates between prime and prime plus 0.5% and
    interest charged to executives related to these loans for the three and
    nine months ended September 30, 2007 was $93 and $303, respectively,
    (three and nine months ended September 30, 2006 - $82 and $239,
    respectively). As at September 30, 2007, amounts owing to GMP Securities
    related to these loans were $5,319 (December 31, 2006 - $6,742) and are
    included in employee loans receivable.


    -------------------------------------------------------------------------
    Note 12  Investment Advisor Transition Assistance Program

    During the three and nine months ended September 30, 2007, the Fund
    recorded $607 and $1,662, respectively, (three months and nine months
    ended September 30, 2006 - $287 and $800, respectively) in compensation
    expenses for transition assistance provided to investment advisors, with
    a corresponding reduction to loans outstanding. As at September 30, 2007,
    amounts owing to GMP Private Client L.P. ("GMP Private Client") related
    to these loans were $9,001 (December 31, 2006 - $7,028) and are included
    in employee loans receivable.


    -------------------------------------------------------------------------
    Note 13  Co-Investment Program

    As at September 30, 2007, the amount owing to EdgeStone related to loans
    made under the co-investment program was $965 (December 31, 2006 -
    $1,699) and is included in employee loans receivable.

    As at September 30, 2007, in connection with the co-investment program,
    EdgeStone has total commitments to fund cash of $1,675 (December 31, 2006
    - $1,824) upon capital calls made by the underlying EdgeStone Funds.


    -------------------------------------------------------------------------
    Note 14  Other Liabilities

    Other liabilities consist of the following:

                                                   September 30, December 31,
                                                           2007         2006
    ------------------------------------------------------------ ------------

    Amounts payable to EdgeStone Funds                    5,584       12,623
    Amounts payable to investors in EdgeStone Funds       1,411        6,533
    Deferred fee income                                   3,954        4,284
    Deferred lease inducement                             2,504        2,670
    Current portion of agency fee obligation (NOTE 18)    1,722        1,859
    Income taxes payable                                  1,029            -
    Future income taxes                                     777            -
    Other                                                     -          574
    ------------------------------------------------------------ ------------
                                                         16,981       28,543
    ------------------------------------------------------------ ------------
    ------------------------------------------------------------ ------------


    -------------------------------------------------------------------------
    Note 15  Distributions

    There have been no changes to the Fund's distribution policy during the
    nine months ended September 30, 2007. For further details regarding
    unitholder distributions, refer to note 18 to the 2006 Annual Financial
    Statements. Loans receivable from electing holders of $16,023 as at
    September 30, 2007 (December 31, 2006 - $23,834) are recorded on the
    unaudited interim consolidated balance sheets net of cash distributions
    payable to these unitholders. Distributions are calculated and recorded
    on an accrual basis of accounting. Distributions declared during the nine
    months ended September 30, 2007 are as follows:

                                          Cash distribution per        Total
                                          Fund and Exchangeable distribution
    Record date              Payment date             L.P. unit       amount
    ------------------------------------- ---------------------- ------------

    January 31, 2007    February 20, 2007            $    0.125   $    7,832
    February 28, 2007      March 20, 2007            $    0.125   $    7,833
    March 30, 2007         April 20, 2007            $    0.125   $    7,848
    April 30, 2007           May 18, 2007            $    0.125   $    7,848
    May 31, 2007            June 20, 2007            $    0.125   $    7,853
    June 29, 2007           July 20, 2007            $    0.125   $    7,854
    July 31, 2007         August 20, 2007            $    0.125   $    7,855
    August 31, 2007    September 20, 2007            $    0.125   $    7,860
    September 28, 2007   October 19, 2007            $    0.125   $    7,866
    ------------------------------------- ---------------------- ------------
    ------------------------------------- ---------------------- ------------

    The monthly cash distributions are determined by the Board of Trustees of
    the Fund based on the determination of distributable cash within GMP
    Securities, GMP Private Client, EdgeStone and GMP Europe (collectively,
    the "Operating Partnerships"). Distributable cash is defined in the
    limited partnership agreement of each Operating Partnership to mean
    earnings before income taxes, interest expense, depreciation and
    amortization ("EBITDA") earned by the Operating Partnerships for the
    distribution period, plus any additional cash on hand that the general
    partner of each Operating Partnership (collectively, the "General
    Partners") may reasonably determine to include in distributable cash,
    less payments to satisfy debt service obligations incurred in the period,
    general and administrative expenses, capital expenditures, and other
    expense obligations and commitments of the Operating Partnerships. Cash
    distributions are discretionary and the board of directors of each
    General Partner, in its sole discretion, may withhold reasonable reserves
    having regard to current and anticipated business and regulatory capital
    requirements of the Operating Partnerships, and to stabilize
    distributions having regard to recent and anticipated distributable cash.


    -------------------------------------------------------------------------
    Note 16  Related-Party Transactions

    The following balances arose from transactions with related parties:

                                                   September 30, December 31,
                                                           2007         2006
    ------------------------------------------------------------ ------------

    Current assets
    Receivable from clients                              71,600       53,174
    Employee loans receivable                            16,547       16,854
    Other assets - amounts receivable from
     EdgeStone Funds (NOTE 8)                             1,172        2,301

    Current liabilities
    Payable to clients                                   51,203       88,578
    Other liabilities - amounts payable to
     EdgeStone Funds (NOTE 14)                            5,584       12,623
    ------------------------------------------------------------ ------------
    ------------------------------------------------------------ ------------


    -------------------------------------------------------------------------
    Note 17  Unit Option Plans

    The Fund has two plans under which options are outstanding. The first
    plan, the trust unit option plan, governs the options issued in exchange
    for share options as part of the conversion of GMP Capital Corp. into the
    Fund (the "Replacement Plan"). The second plan is the amended and
    restated trust unit and incentive unit option plan (the "New Plan") that
    was approved by the unitholders of the Fund at the annual general meeting
    held on April 18, 2006. For further details about the plans, refer to
    note 23 of the 2006 Annual Financial Statements.

    A summary of the status of the Fund's unit option plans as at
    September 30, 2007 and the changes during the nine months then ended is
    as follows:

                                          New Plan          Replacement Plan
    ----------------------------------------------- -------------------------
                                          Weighted                  Weighted
                                 Fund      average         Fund      average
                                 unit     exercise         unit     exercise
                              options        price      options        price
                                  No.            $          No.            $
    ---------------------------------- ------------ ------------ ------------

    Balance, December 31,
     2006                       2,027        20.71        2,178         8.23
    Fund unit options issued      114        20.88            -            -
    Incentive unit options
     issued                         3            -            -            -
    Exercise of Fund unit
     options                      (27)       17.50         (243)        8.54
    Exercise of incentive
     unit options                  (3)           -            -            -
    Forfeitures                   (61)       20.64          (70)        7.12
    ---------------------------------- ------------ ------------ ------------
    Balance, September 30,
     2007                       2,053        20.77        1,865         8.24
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    Options outstanding and vested under the Fund's unit-option plans as at
    September 30, 2007 are as follows:

                                                       Weighted
                                          Weighted      average
                                           average    remaining
                                          exercise  contractual
    Range of              Outstanding        price         life       Vested
     exercise prices              No.            $       (years)         No.
    ---------------------------------- ------------ ------------ ------------

    Replacement Plan:
    $5.50                         797         5.50         6.19          184
    $7.00 to $9.85                909         9.65         7.01          187
    $10.56 to $17.70              159        13.85         7.87           47
    ---------------------------------- ------------ ------------ ------------
                                1,865                                    418
    ---------------------------------- ------------ ------------ ------------

    New Plan:
    $17.50                        687        17.50         8.20          128
    $18.45 to $27.75            1,366        22.41         9.06          116
    ---------------------------------- ------------ ------------ ------------
                                2,053                                    244
    ---------------------------------- ------------ ------------ ------------
    Balance, September 30,
     2007                       3,918                                    662
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    Options outstanding under the New Plan and the Replacement Plan as a
    percentage of Fund units and Exchangeable L.P. units outstanding as at
    September 30, 2007 was 6.23%.

    Fund unit compensation and contributed surplus

    During the three and nine-month periods ended September 30, 2007, the
    Fund recorded $1,167 and $3,587 in Fund unit-based compensation expense,
    respectively (three and nine months ended September 30, 2006 - $910 and
    $2,602, respectively), for options issued to employees, with a
    corresponding increase to contributed surplus. The weighted-average fair
    value of options issued under the New Plan during the nine months ended
    September 30, 2007 was $5.34 per Fund unit option (nine month period
    ended September 30, 2006 - $6.23).

    The Fund follows the fair value method of accounting recommended by CICA
    Handbook Section 3870, Stock-Based Compensation and Other Stock-Based
    Payments.

    The weighted-average fair value of the options granted during the nine
    months ended September 30, 2007 was calculated using the Black-Scholes
    option pricing model assuming the following weighted-average assumptions:

                                                          September 30, 2007
    -------------------------------------------------------------------------
    Risk-free interest rate                                            4.17%
    Distribution yield(a)                                              1.44%
    Expected volatility                                                  25%
    Expected option life                                             5 years
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (a) For valuation purposes, the weighted-average distribution yield for
        the New Plan has been reduced on a percentage basis by an equivalent
        amount of the anticipated distributions, less a base distribution.


    -------------------------------------------------------------------------
    Note 18  Agency Fee Obligation

    The agency fee obligation in respect of private placement costs of
    EdgeStone Capital Equity Fund III, L.P. ("Equity Fund III") has principal
    repayments due on a quarterly basis over the period in which management
    fees associated with Equity Fund III are earned. Interest is payable at a
    fixed rate of 5.5% per annum. The principal repayments are estimated as
    follows:

                                                                           $
    -------------------------------------------------------------------------
    2007                                                                 615
    2008                                                               1,476
    2009                                                               1,476
    2010                                                                 123
    -------------------------------------------------------------------------
                                                                       3,690
    Less current portion                                               1,722
    -------------------------------------------------------------------------
                                                                       1,968
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    Note 19  Net Income Per Unit

    Net income per unit consists of the following:

                                Three months ended         Nine months ended
                                      September 30              September 30
                                 2007         2006         2007         2006
    ---------------------------------- ------------ ------------ ------------

    Net income available
     to unitholders            39,287       23,145      122,322       89,403
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    Weighted-average number
     of units outstanding
    Basic
      Fund units               42,184       37,790       41,459       37,661
      Exchangeable L.P. units  20,698       24,031       21,339       21,352
    ---------------------------------- ------------ ------------ ------------
                               62,882       61,821       62,798       59,013
    Effect of Fund unit
     options                    1,249        1,966        1,302        2,047
    ---------------------------------- ------------ ------------ ------------
    Diluted                    64,131       63,787       64,100       61,060
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------

    Net income per unit
    Basic                       $0.62        $0.37        $1.95        $1.51
    Diluted                     $0.61        $0.36        $1.91        $1.46
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 20  Segmented Information

    The following tables present information regarding the results of the
    three business segments and corporate segment of the Fund, together with
    its consolidated operations:

    Three months ended September 30                                     2007
    -------------------------------------------------------------------------
                                                 Private
                                        Wealth   Capital
                             Capital   Manage-   Manage-     Corp-
                             Markets      ment      ment     orate     Total
    --------------------------------- --------- --------- --------- ---------

    Revenue                  111,682    13,376     6,193      (869)  130,382

    Employee compensation
     and benefits             52,618     7,908     2,542       936    64,004
    Selling, general and
     administrative            9,487     2,732     1,084      (136)   13,167
    Interest                     885     2,104       115       900     4,004
    Amortization                 480       486        59     3,270     4,295
    --------------------------------- --------- --------- --------- ---------
    Income (loss) before
     income taxes and non-
     controlling interest     48,212       146     2,393    (5,839)   44,912
    --------------------------------- --------- --------- --------- ---------
    --------------------------------- --------- --------- --------- ---------


    Three months ended September 30                                     2006
    -------------------------------------------------------------------------
                                                 Private
                                        Wealth   Capital
                             Capital   Manage-   Manage-     Corp-
                             Markets      ment      ment     orate     Total
    --------------------------------- --------- --------- --------- ---------

    Revenue                   66,010     6,625     6,296      (915)   78,016

    Employee compensation
     and benefits             32,386     3,766     2,202       560    38,914
    Selling, general and
     administrative            5,767     1,573     1,007       543     8,890
    Interest                     751     1,485         6      (225)    2,017
    Amortization                 194       390        85     2,944     3,613
    --------------------------------- --------- --------- --------- ---------
    Income (loss) before
     income taxes and non-
     controlling interest     26,912      (589)    2,996    (4,737)   24,582
    --------------------------------- --------- --------- --------- ---------
    --------------------------------- --------- --------- --------- ---------


    Nine months ended September 30                                      2007
    -------------------------------------------------------------------------
                                                 Private
                                        Wealth   Capital
                             Capital   Manage-   Manage-     Corp-
                             Markets      ment      ment     orate     Total
    --------------------------------- --------- --------- --------- ---------

    Revenue                  318,156    38,378    18,478    (2,587)  372,425

    Employee compensation
     and benefits            140,574    22,906     7,627     2,896   174,003
    Selling, general and
     administrative           25,722     8,295     3,508      (319)   37,206
    Interest                   2,083     4,912       273     2,680     9,948
    Amortization               1,389     1,455       191     9,705    12,740
    --------------------------------- --------- --------- --------- ---------
    Income (loss) before
     income taxes and non-
     controlling interest    148,388       810     6,879   (17,549)  138,528
    --------------------------------- --------- --------- --------- ---------
    --------------------------------- --------- --------- --------- ---------


    Nine months ended September 30                                      2006
    -------------------------------------------------------------------------
                                                 Private
                                        Wealth   Capital
                             Capital   Manage-   Manage-     Corp-
                             Markets      ment      ment     orate     Total
    --------------------------------- --------- --------- --------- ---------

    Revenue                  229,828    20,469     6,296    (2,878)  253,715

    Employee compensation
     and benefits            106,598    11,682     2,202     1,681   122,163
    Selling, general and
     administrative           18,253     5,524     1,007     1,186    25,970
    Interest                   1,980     4,242         6    (1,652)    4,576
    Amortization                 520     1,065        85     2,906     4,576
    --------------------------------- --------- --------- --------- ---------
    Income (loss) before
     income taxes and non-
     controlling interest    102,477    (2,044)    2,996    (6,999)   96,430
    --------------------------------- --------- --------- --------- ---------
    --------------------------------- --------- --------- --------- ---------

    Revenue by geographic location

    For geographic reporting purposes, the Fund's business segments are
    grouped into Canada, the United States and Europe. Transactions are
    primarily recorded in the location that corresponds with the geographic
    location of the client. The following table presents the revenues of the
    Fund by geographic location:

                                Three months ended         Nine months ended
                                      September 30              September 30
                                 2007         2006         2007         2006
    ---------------------------------- ------------ ------------ ------------

    Canada                    116,180       71,382      337,860      231,972
    United States               8,449        6,634       23,686       21,743
    Europe                      5,753            -       10,879            -
    ---------------------------------- ------------ ------------ ------------
                              130,382       78,016      372,425      253,715
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 21  Net Change In Non-Cash Operating Items

    The net change in non-cash operating items consists of the following:

                                Three months ended         Nine months ended
                                      September 30              September 30
                                 2007         2006         2007         2006
    ---------------------------------- ------------ ------------ ------------

    Trading securities       (100,686)      63,072     (121,401)     (15,709)
    Available-for-sale
     securities                  (908)           -       (4,055)           -
    Investment securities           -            -          897            -
    Receivable from clients   152,568       40,996     (145,897)     (18,053)
    Receivable from brokers   (32,134)     (17,575)     (31,526)      (1,557)
    Other assets                5,599        5,823       (5,270)      (9,389)
    Deferred costs                116            -        1,064            -
    Employee loans receivable     598            9       (1,831)         698
    Future income taxes           620          166          502          495
    Obligations related to
     securities sold short     56,495        4,217       42,657       17,522
    Payable to clients        (38,106)      14,801      137,004       83,906
    Payable to brokers        (14,638)     (73,646)      36,839        7,617
    Payable to issuers        (18,334)     (49,075)     (31,506)     (33,484)
    Accounts payable and
     accrued liabilities        5,430       (7,036)      32,611       (8,730)
    Other liabilities             181        1,471      (12,122)      (9,810)
    Agency fee obligation        (450)         (82)      (1,351)         (82)
    ---------------------------------- ------------ ------------ ------------
                               16,351      (16,859)    (103,385)      13,424
    ---------------------------------- ------------ ------------ ------------
    ---------------------------------- ------------ ------------ ------------


    -------------------------------------------------------------------------
    Note 22  Commitments and Contingencies

    A full description of the commitments and contingencies outstanding as at
    December 31, 2006 can be found in note 26 to the 2006 Annual Financial
    Statements. There have been no significant changes to these commitments
    and contingencies during the three and nine months ended September 30,
    2007.

    During the second quarter, the Fund entered into a lease arrangement for
    new Vancouver premises in support of the continued build-out of the
    Wealth Management segment. Future minimum annual lease payments total
    $2,120, in aggregate. The commitment period expires in May 2014.


    -------------------------------------------------------------------------
    Note 23  Subsequent Event

    Subsequent to quarter end, the Board of Trustees approved a special cash
    distribution of $0.65 per unit to be paid on January 18, 2008 to
    unitholders of record as of December 31, 2007. In addition, the Board
    approved an increase to the monthly distribution from $0.125 to $0.140
    per unit, commencing with the November 2007 distribution (payable in
    December 2007 to unitholders of record on November 30, 2007).
    





For further information:

For further information: GMP Capital Trust Investor Relations, 145 King
Street West, Suite 300, Toronto, Ontario, M5H 1J8, Tel: (416) 367-8600, Fax:
(416) 941-0839, investorrelations@gmpcapitaltrust.com


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