Securities Law & Instruments

Headnote

Application pursuant to s.6.1 of OSC Rule 13-502 Fees - exemption from requirement to pay activity fee of $5,500 in connection with an application brought under s.147 of the Act because the application is in substance an application for a lapse date extension under s.62(5) of Act to which an activity fee of only $1,500 should apply.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5 as am., ss. 62(5), 147.

Rules Cited

Ontario Securities Commission Rule 13-502 Fees, Appendix C, Items F(1) and F(3).

October 20, 2005

McCarthy Tétrault LLP
Box 48, Suite 4700
Toronto Dominion Bank Tower
Toronto, Ontario
M5K 1E6

Attention: Katherine Gurney

Dear Sirs/Mesdames:

Re:
Goodman & Company, Investment Counsel Ltd. And Cartier MultiPartners Portfolios
Application under s. 6.1 of OSC Rule 13-502-Fees ("Rule 13-502")
App. No. 643/05

By letter dated September 14, 2005 (the "Application"), you applied on behalf of Goodman & Company, Investment Counsel Ltd. ("Goodman & Company"), the manager and trustee of the MultiPartners Balanced Growth RSP Portfolio, MultiPartners Balanced RSP Portfolio, MultiPartners Global Balanced Portfolio, MultiPartners High Growth Portfolio, MultiPartners Balanced Growth Portfolio and MultiPartners High Growth RSP Portfolio (collectively, the "Funds"), to the Canadian securities regulatory authorities under section 147 of the Securities Act (Ontario) (the "Act") and its equivalent provision in the securities legislation in each of the other provinces and territories of Canada for an extension of the time limits pertaining to the distribution of units under the simplified prospectus and annual information form of the Funds dated October 14, 2004, as amended from time to time (together, the "Prospectus").

By letter dated September 14, 2005 (the "Fee Application"), you additionally applied to the Director on behalf of Goodman & Company for the following:

(i) an exemption, pursuant to subsection 6.1 of Rule 13-502 from the requirement to pay an activity fee of $5,500 in connection with the Application in accordance with item F(1) of Appendix C of Rule 13-502, on the condition that fees be paid on the basis that the Application be treated as an application for other regulatory relief under item F(3) of Appendix C of Rule 13-502; and

(ii) an exemption from the requirement to pay an activity fee of $1,500 in connection with the Fee Exemption application.

From our review of the Application, the Fee Application, and other information communicated to staff, we understand the relevant facts and representations to be as follows:

1. Each Fund is a reporting issuer in each of the provinces and territories of Canada (the "Jurisdictions") and is not in default of any filing requirements under the securities legislation of any of the Jurisdictions.

2. The units of the Funds (the "Units") are qualified for distribution in each of the Jurisdictions by means of the Prospectus that was prepared and filed in accordance with Canadian securities regulatory requirements.

3. The lapse date of the Prospectus was October 14, 2005, however, the MultiPartners Global Balanced Portfolio, MultiPartners High Growth Portfolio and MultiPartners Balanced Growth Portfolio are expected to be merged into other mutual funds managed by Goodman & Company (the "Mergers") on a date to be determined (which date is scheduled to be on or before November 28, 2005).

4. Goodman & Company intends to renew the simplified prospectus for MultiPartners Balanced Growth RSP Portfolio, MultiPartners Balanced RSP Portfolio and MultiPartners High Growth RSP Portfolio, which Funds are not involved in the Mergers, on or before November 28, 2005.

5. In the Application, Goodman & Company requested under section 147 of the Act for an extension of the time limits pertaining to the distribution of Units under the Prospectus. Item F(1) of Appendix C of Rule 13-502 specifies that applications under section 147 of the Act pay an activity fee of $5,500.

6. If Goodman & Company were renewing the Prospectus, rather than merging the MultiPartners Global Balanced Portfolio, MultiPartners High Growth Portfolio and MultiPartners Balanced Growth Portfolio, it could have sought an extension of the lapse date applicable to the Prospectus pursuant to subsection 62(5) of the Act. The activity fee for such an application would be $1,500 in accordance with item F(3) of Appendix C of Rule 13-502.

Decision

This letter confirms that, based on the information provided in the Application, the Fee Application, and the facts and representations above, and for the purposes described in the Fee Application, the Director hereby exempts Goodman & Company and the Funds from:

(a) paying an activity fee of $5,500 in connection with the Application, provided that the Funds pay an activity fee on the basis that the Application be treated as an application for other regulatory relief under item F(3) of Appendix C to Rule 13-502; and

(b) paying an activity fee of $1,500 in connection with the Fee Application under item F(3) of Appendix C to Rule 13-502.

Yours truly,

"Leslie Byberg"
Leslie Byberg
Manager, Investment Funds Branch