Goodman & Company, Investment Counsel Ltd. and Goodman Alternative Opportunities Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Relief from investment limits prohibiting a mutual fund from knowingly making or holding an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder - Mutual fund sold pursuant to available exemptions from prospectus and dealer registration requirements to invest its assets in units of underlying funds under common management - Mutual fund may become a "substantial security holder" of related underlying fund - Relief granted subject to certain conditions.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(3), 113.

April 4, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GOODMAN & COMPANY, INVESTMENT COUNSEL LTD.

(the Filer)

AND

GOODMAN ALTERNATIVE OPPORTUNITIES FUND

(the Fund)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the applicable Jurisdictions (the Legislation) exempting the Fund from the restriction in the Legislation prohibiting a mutual fund from knowingly making or holding an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder (the Investment Limits) (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications

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

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

Interpretation

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

Representations

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

1. The Filer is a corporation incorporated under the laws of Ontario and has its head office in Toronto.

2. The Filer has established the Fund, as a fund of funds, whose investment objective will be achieved through investments in one or more underlying funds managed by the Filer.

3. The Filer is the manager of the Fund and the funds listed in the Schedule (the Existing Underlying Funds) and will be the manager of one or more additional funds (the Future Underlying Funds) (the Existing Underlying Funds and the Future Underlying Funds are individually, an Underlying Fund and collectively, the Underlying Funds).

4. The Fund is a mutual fund in Ontario, as defined under the Securities Act (Ontario) or a mutual fund, as defined under the Securities Act (Alberta) but is not and will not be a reporting issuer. Units of the Fund are offered for sale only on a private placement basis pursuant to available prospectus and registration exemptions in each of the provinces and territories of Canada.

5. The Fund proposes to invest its assets in units of the Underlying Funds.

6. The Fund will actively manage its investments in an Underlying Fund with discretion to buy and sell units of the Underlying Fund as well as alter its holdings in any Underlying Fund in which it invests. The actual weighting of the investment by the Fund in an Underlying Fund will be reviewed on a regular basis and adjusted in order to provide the Fund with the asset mix determined to be appropriate by the Filer from time to time to ensure that the investment weightings continue to be appropriate for the Fund's investment objectives.

7. The Fund may become a "substantial security holder" of the respective Underlying Funds pursuant to the Legislation at any time the Fund, alone or together with one or more related mutual funds, holds more than 20% of the outstanding units of an Underlying Fund.

8. The Fund's unitholders may obtain a copy of the applicable Underlying Funds' disclosure documents (if any) or the annual or semi-annual financial statements free of charge upon request to the Filer.

9. Through investing in the Underlying Funds, the Fund will achieve greater diversification at a lower cost than investing directly in the securities held by the applicable Underlying Funds. This investment structure will also allow investors with smaller investments to have access to a larger variety of investments than would otherwise be available.

10. Investment by the Fund in the Underlying Funds will increase the asset base of the Underlying Funds, enabling the Underlying Funds to further diversify their portfolios to the benefit of all their investors. The larger asset base will also benefit investors in the Underlying Funds through achieving favourable pricing and transaction costs on portfolio trades, increased access to investments where there is a minimum subscription or purchase amount and economies of scale through greater administrative efficiency.

11. The Filer expects that the Fund may make the initial investment in Future Underlying Funds and accordingly its investment in a Future Underlying Fund will be in excess of the Investment Limits for a period of time.

12. In addition, depending on investment decisions made by the Filer and the other investors in the Existing and Future Underlying Funds, the investment of the Fund in both the Existing and Future Underlying Funds could exceed the Investment Limits from time to time.

13. No sales fees or redemption fees will be payable in connection with the purchases or redemptions by the Fund of units of the Underlying Funds.

14. No management or other fee will be payable by the Fund that, to a reasonable person, would duplicate a fee payable by the applicable Underlying Funds for the same service.

15. Where a matter relating to an Underlying Fund requires a vote of unitholders of the Underlying Fund, the Filer will not cause the units of the Underlying Fund held by the Fund to be voted at such meeting.

16. In the absence of the Requested Relief, the Investment Limits prohibit the Fund from knowingly making and holding an investment in an Underlying Fund if the Fund, alone or together with one or more related mutual funds, would be a substantial security holder of the Underlying Fund.

17. An investment by the Fund in units of the Underlying Funds will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Fund.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that the following conditions are satisfied:

(a) units of the Fund are sold solely pursuant to available prospectus and dealer registration exemptions in each of the provinces of Canada;

(b) no management or incentive fees are payable by the Fund that, to a reasonable person, would duplicate a fee payable by the Underlying Fund for the same service;

(c) no sales or redemption fees are payable by the Fund in relation to its purchases or redemptions of the units of the Underlying Funds;

(d) the Fund does not vote on any of the units it holds of the Underlying Funds, unless the Fund is the sole owner of units of an Underlying Fund at the time of the meeting or the effective date of the resolution, in which case the Filer will arrange for all of the units of the Underlying Fund held by the Fund to be voted by the beneficial owners of units of the Fund; and

(e) if available, the offering memorandum (or other similar document) of the Fund will disclose:

(i) that the Fund may purchase units of the Underlying Funds;

(ii) the fact that both the Fund and the Underlying Funds are managed by the Filer; and

(iii) the approximate or maximum percentage of net assets of the Fund that is dedicated to investment in units of the Underlying Funds.

SCHEDULE