Goodman & Company, Investment Counsel Ltd.

Headnote

NP 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from self-dealing provisions in s. 118(2)(b) of the Act and s. 115(6) of the Regulation to permit hedge fund to conduct several inter-fund trades with related public mutual funds -- inter-fund trades will comply with conditions in s. 6.1(2) of National Instrument 81-107 -- Independent Review Committee for Investment Funds (NI 81-107) including Independent Review Committee approval -- relief also subject to pricing conditions.

Applicable Legislative Provisions

Securities Act (Ontario), ss. 118(2)(b), 121(2)(a)(ii), 147.

Ontario Regulation 1015 General Regulation, s. 115(6).

National Instrument 81-107 Independent Review Committee for Investment Funds.

October 31, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Principal Jurisdiction)

AND

ALBERTA, SASKATCHEWAN,NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND

AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GOODMAN & COMPANY,

INVESTMENT COUNSEL LTD.

(the "Manager" and the "Filer")

DECISION

Background

The securities regulatory authority or regulator in Ontario has received an application from the Filer for a decision under the securities legislation of the jurisdiction of the principal regulator (the Legislation) for an exemption from the prohibition (the Inter-Fund Trading Prohibition) in section 118(2)(b) of the Legislation in order to permit particular funds managed by the Filer to engage in particular inter-fund trades as described below (the Inter-Fund Trades)(the Passport Exemption).

The securities regulatory authority or regulator in each of Ontario, Alberta, Saskatchewan, Nova Scotia, New Brunswick, Prince Edward Island, and Newfoundland and Labrador (the First Jurisdictions) (the First Coordinated Exemptive Relief Decision Makers) have received an application from the Filer for a decision under the securities legislation of the First Jurisdictions (the First Legislation) for an exemption from the prohibition (the Investment Counsel Prohibition) in the First Legislation that prohibits a purchase or sale of a security in which an investment counsel, or any associate of an investment counsel, has a direct or indirect beneficial interest from or to any portfolio managed or supervised by the investment counsel in order to permit the Inter-fund Trades (the First Coordinated Exemptive Relief).

The securities regulatory authority or regulator in each of Ontario and Newfoundland and Labrador (the Second Jurisdictions) (the Second Coordinated Exemptive Relief Decision Makers and, together with the First Coordinated Exemptive Relief Decision Makers, the Coordinated Exemptive Relief Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Second Jurisdictions (the Second Legislation) for an exemption from the prohibition (the Inter-Fund Trading Prohibition) in the Second Legislation against a portfolio manager knowingly causing an investment portfolio under its management to purchase or sell securities of any issuer from or to the account of a responsible person, any associate of a responsible person or the portfolio manager in order to permit the Inter-Fund Trades (the Second Coordinated Exemptive Relief and together with the First Coordinated Exemptive Relief, the Coordinated Exemptive Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a hybrid application):

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick, and Nova Scotia with respect to the relief sought from s. 118(2)(b) of the Act;

(c) the decision is the decision of the principal regulator; and

(d) the decision evidences the decision of each Coordinated Exemptive Relief Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 - Definitions and Multilateral Instrument 11-102 have the same meaning if used in this decision, unless otherwise defined.

Athabasca means Athabasca Oil Sands Corp.

Athabasca Securities means the 6,091,000 common shares of Athabasca and 10,000,000 warrants representing the right to purchase one Athabasca common share per warrant that the Selling Fund currently holds.

The Inter-Fund Trades means the sale of a portion of the Athabasca Securities from the Selling Fund to each of, or any of, the Recipient Funds.

The Recipient Funds means all of Dynamic Power Canadian Growth Fund (the Growth Fund), Dynamic Power Canadian Growth Class (the Growth Class), and Dynamic Power Balanced Fund (the Balanced Fund).

The Selling Fund means Dynamic Power Hedge Fund.

The Funds means, collectively, the Recipient Funds and the Selling Fund.

Representations

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

1. The Manager is a corporation incorporated under the laws of the Province of Ontario, and holds a registration in the categories of "investment counsel" and "portfolio manager" in Ontario. The Manager also holds a registration in the categories of "investment counsel" and "portfolio manager," or the equivalent, in British Columbia, Alberta, Manitoba, Quebec, New Brunswick, and Nova Scotia. The head office of the Manager is in Toronto, Ontario.

2. The Manager is the manager, trustee (where applicable), principal distributor, and registrar of each of the Funds.

3. The Selling Fund is a trust established under the laws of the Province of Ontario and its securities are qualified for distribution on a private placement basis pursuant to an offering memorandum.

4. Each of the Recipient Funds is a trust established under the laws of the Province of Ontario with the exception of the Growth Class, which is a corporation incorporated pursuant to the laws of Ontario. Each of the Recipient Funds is subject to the provisions of National Instrument 81-102 -- Mutual Funds (NI 81-102) and National Instrument 81-107 -- Independent Review Committee for Investment Funds (NI 81-107). Units or shares in the Recipient Funds are qualified for distribution pursuant to simplified prospectuses and annual information forms that are filed in accordance with the securities legislation of each of the provinces and territories of Canada.

5. The Selling Fund currently holds the Athabasca Securities. The Athabasca Securities were acquired on September 5, 2006 through a private placement. At that time, the aggregate cost of the Athabasca Securities was $6,091,000 and the Selling Fund had a net asset value of approximately $358 million, with the result that the Athabasca Securities represented approximately 1.7 percent of the Selling Fund's net asset value. Athabasca is not a reporting issuer under the Legislation and the Athabasca Securities are not listed on a stock exchange.

6. The market capitalization of Athabasca as of December 31, 2006 was estimated to be $346 million.

7. Since September 5, 2006, the fair market value of the Athabasca Securities has materially increased. As of December 31, 2007, the market capitalization of Athabasca was estimated to be $4.65 billion.

8. At July 11, 2008, a third party trade took place wherein 1,073,875 Athabasca common shares were sold for $13.50 per share. Based upon this information, the Manager's Valuation Committee determined that the Athabasca common shares had a fair value of at least $13.50 per share and the Athabasca warrants had a fair value of $12.25 per warrant. As of September 27, 2008, the Athabasca Securities were valued at $184,256,000, representing 42.5 percent of the Selling Fund's net asset value. Subsequent market events have resulted in further adjustments to the price of the Athabasca Securities. In addition, at October 9, 2008, another third party trade took place wherein approximately 500,000 Athabasca common shares were sold for $9.00 per share.

9. The Manager will satisfy the conditions in NI 81-107 that the bid and ask price of the Athabasca Securities be "readily available" by obtaining either the last arm's length trade price from the executing dealer or an independent quote from a dealer. The Manager will consider that price to be the current market price of the Athabasca Securities at which the Inter-Fund Trades will be executed in accordance with NI 81-107.

10. The Manager understands that Athabasca received independent engineering reports from GLJ Petroleum Consultants and DeGolyer and MacNaughton Canada Ltd. in June of 2008 which, in the Manager's view, translate into net asset value of $47 per common share (diluted) as of December 2007.

11. The Manager believes that it would be prudent to reduce the Selling Fund's current position in the Athabasca Securities as a proportion of total net asset value. The Manager continues to believe, however, that Athabasca common shares and warrants are attractive investments. Athabasca common shares and warrants are not readily obtained and once sold cannot be easily replaced. As a result, the Manager desires to sell to each of the Recipient Funds sufficient of the Athabasca Securities to achieve a meaningful reduction in the percentage of net asset value that the Athabasca Securities represents in the Selling Fund, and at the same time build a meaningful position in the Recipient Funds. The Manager's target positioning of the Athabasca Securities in the Recipient Funds would be approximately 2 percent of the net asset value of each of the Recipient Funds. As stated, the Manager would like to transfer this portion of the Athabasca Securities to the Recipient Funds rather than to an arm's length third party as the Manager has determined that an investment in Athabasca falls within the investment objectives and strategies of the Recipient Funds and is in the best interests of the Recipient Funds.

12. At the time of initial purchase, the Athabasca Securities were not a suitable investment for the Recipient Funds because of their speculative nature. In the intervening period, given the significant internal events that have affected the value of Athabasca, the Manager has concluded that the Athabasca Securities have become a suitable investment for the Recipient Funds, that it would be in the best interests of the Recipient Funds to purchase a portion of the Athabasca Securities and that such purchase is within the investment objectives of the Recipient Funds.

13. The Inter-Fund Trades will not result in a breach of the illiquid asset thresholds, prescribed in subsection 2.4(1) of NI 81-102, of any of the Recipient Funds.

14. The Selling Fund and each of the Recipient Funds other than the Growth Class, which is a corporation, are "associates" of the Manager as defined in the Act.

15. The Manager is currently compliant with and acting in reliance on NI 81-107 and has established an Independent Review Committee (IRC) for the Recipient Funds that will review the Inter-Fund Trades. An IRC will review the Inter-Fund Trades for the Selling Fund.

16. The Manager is not in default of securities legislation in any jurisdiction in Canada in which the Funds are reporting issuers.

Decision

Each of the principal regulator and the Coordinated Exemptive Relief Decision Makers is satisfied that the decision meets the test set out in the legislation for the relevant regulator or securities regulatory authority to make the decision.

The decision of the principal regulator under the Legislation and the Coordinated Exemptive Relief Decision Makers under the First Legislation and the Second Legislation is that the Passport Exemption and the Coordinated Exemptive Relief are granted provided that the following conditions are satisfied:

(a) the Inter-Fund Trades are consistent with the investment objectives of each of the Recipient Funds;

(b) the IRC of each Recipient Fund has approved the Inter-Fund Trades in respect of that Fund and an IRC for the Selling Fund has approved the Inter-Fund Trades in respect of the Selling Fund in accordance with section 5.2 of NI 81-107; and

(c) the Inter-Fund Trades comply with paragraphs (b), (c), (d), (e), (f), and (g) of subsection 6.1(2) of NI 81-107.

"Mary Condon"

"James E. A. Turner"