Dynamic Focus+ Resources Fund and Goodman & Company, Investment Counsel Ltd. - MRRS Decision

Headnote

MRRS -- Exemption granted from unitholder approval requirement contained in s. 5.1(a) of NI 81-102 -- Exemption required because fund to change basis for calculation of performance fee due to reorganization of the FTSE World Resources Total Return Index -- Fund will calculate fee using Goldman Sachs Natural Resource Index -- new index will perform substantially similar to old index -- change will not result in a material increase, if any, to the fee paid by the fund.

Applicable Legislative Provisions

National Instrument 81-102 -- Mutual Funds -- ss. 5.1(a), 19.1.

September 8, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR,

PRINCE EDWARD ISLAND, NORTHWEST

TERRITORIES, NUNAVUT and YUKON

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DYNAMIC FOCUS+ RESOURCE FUND

(the "Fund")

AND

GOODMAN & COMPANY, INVESTMENT COUNSEL LTD.

(the "Filer")

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 Jurisdictions (the "Legislation") granting an exemption under section 19.1 of National Instrument 81-102 ("NI 81-102") from the requirement in subsection 5.1(a) of NI 81-102 that the Fund obtain the approval of its unitholders before changing the Original Index to the New Index for purposes of calculating the Fee (as those capitalized terms are defined below) (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

(a) 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 represented by the Filer:

1. The Filer is a corporation subsisting under the laws of the Province of Ontario and is registered under the Securities Act (Ontario) as an adviser in the categories of investment counsel and portfolio manager.

2. The Fund is a reporting issuer (or the equivalent) under the securities legislation of each Jurisdiction and is not in default of any requirements of such securities legislation. Units of the Fund are offered for sale on a continuous basis in each Jurisdiction pursuant to a simplified prospectus and annual information form dated December 19, 2005, as amended, (the "Prospectus").

3. The fundamental investment objective of the Fund is to seek to achieve long term capital appreciation by investing primarily in equity securities of businesses around the world involved in resource-based activities.

4. As compensation for its services to the Fund, the Filer is entitled to receive a performance fee (the "Fee") from the Fund which is calculated by comparing the performance of the Fund to the performance of the FTSE World Resources Total Return Index (the "Original Index"). The Fee generally is equal to the average of the month-end net asset values of the Fund (excluding the series I net asset value) during the calendar year, multiplied by 10% of the difference between the percentage increase or decrease in the net asset value of a Series A unit of the Fund in the calendar year and the percentage increase or decrease in the Original Index in the same calendar year. The Fee, if negative, is carried forward to reduce the Fee in future years.

5. Effective January 1, 2006, the Original Index was reorganized in a manner which now focuses specifically on the oil and gas sector and was renamed the "FTSE World Oil & Gas Sub-Index". As the Original Index now reflects a narrower portion of the resources sector, the Filer believes it would be appropriate to replace the Original Index, effective January 1, 2006, with the Goldman Sachs Natural Resource Index (the "New Index") which more closely resembles the broader range of resource sector investments which may be made by the Fund.

6. The New Index is a modified capitalization-weighted index calculated by Goldman Sachs which consists of approximately 125 U.S.-traded natural resource-related stocks. It includes companies in the following categories: extractive industries, energy companies, owners and operators of timber tracts, forestry services, producers of pulp and paper, and owners of plantations.

7. Issuers that are common to both the Original Index and the New Index currently comprise approximately 76%, by weighting, of the New Index.

8. The Filer believes that the New Index is a reasonable substitute for the Original Index and more closely reflects the range of resource sector investments in which the Fund may invest its assets. However, it is possible that this change could result in an increase in charges to the Fund.

9. The replacement of the Original Index with the New Index is described in an amendment dated May 8, 2006 to the Prospectus and will be described in the Fund's management report of fund performance for the year ended June 30, 2006. Accordingly:

(a) all investors who purchased units of the Fund after the receipt for the above-mentioned amendment; and

(b) all existing unitholders of the Fund who receive management reports of fund performance,

will receive notice of the replacement of the Original Index.

10. The Filer will provide a notification of the change from the Original Index to the New Index in its next general mailing to unitholders of the Fund.

11. Replacing the Original Index with the New Index effective January 1, 2006 has a negligible effect on the current net asset value per unit of the Fund.

12. Any negative Fee accrued prior to January 1, 2006 using the Original Index will be carried forward to reduce the Fee calculated using the New Index.

13. The Filer believes that unitholders of the Fund would overwhelmingly approve replacing the Original Index with the New Index if a special meeting of unitholders were called for that purpose.

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.

"Leslie Byberg"