Goodman & Company, Investment Counsel Ltd.

Headnote

NP 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- approval granted for change of control of mutual fund manager under s. 5.5(2) of NI 81-102 and approval for abridgement of the related 60 day notice requirement to 35 days under s. 5.8(1)(a) of NI 81-102 -- approval conditional on at least 35 days notice to unit holders and no changes being made to the management, administration or portfolio management of the funds for at least 60 days after the notice delivered.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 5.5(2), 5.8(1)(a), 19.1

January 20, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(THE JURISDICTION)

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 FUNDS LISTED IN SCHEDULE A

(THE FUNDS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Manager for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for:

(a) approval of an indirect change of control of the Manager (the Manager Change of Control) of the Funds in accordance with Section 5.5(2) of National Instrument 81-102 Mutual Funds (NI 81-102) (the Approval Sought); and

(b) an abridgement of the 60 day notice period prescribed by Section 5.8(1)(a) of NI 81-102 for delivering notice of the Manager Change of Control to the security holders of the Funds to 35 days (the Notice Requirement) (the Exemption Sought).

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

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

(b) the Manager 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 each province and territory of Canada other than Ontario (collectively with Ontario, the Jurisdictions).

Interpretation

Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning in this decision unless they are otherwise defined in this decision.

Representations

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

The Manager

1. The Manager is a corporation incorporated under the Business Corporations Act (Ontario) and has its head office in Toronto, Ontario.

2. The Manager is the investment fund manager, portfolio advisor, trustee, principal distributor and registrar of the Funds.

3. The Manager is registered in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan as a portfolio manager and as a commodity trading manager in Ontario, and has applied to become registered as an investment fund manager in Ontario.

4. The Funds are reporting issuers in all of the Jurisdictions and, if in distribution, distribute their securities pursuant to a simplified prospectus and annual information form.

5. Neither the Manager nor any of the Funds is in default of applicable securities legislation in any of the Jurisdictions.

The Transaction

6. The Manager is an indirectly wholly-owned subsidiary of DundeeWealth Inc. (DWI). DWI is a financial services company listed on the Toronto Stock Exchange with its common shares trading under the symbol "DW".

7. The Bank of Nova Scotia (BNS) currently owns approximately 18% of the shares of DWI. In a press release dated November 22, 2010, BNS announced that it intends to acquire DWI and that it has agreed to make an offer for all of the shares of DWI that BNS does not currently own (the Transaction).

8. In accordance with applicable take-over bid legislation, it is possible that BNS could take up the shares of DWI that are tendered to it and that the Transaction could close on January 20, 2011, or on such later date when all of conditions precedent have been satisfied or waived, and all registrations and approvals have been obtained (the Closing).

9. Following the Transaction, while BNS will become the new indirect owner of the Manager, there will not be any change in how the Manager operates or acts in relation to the Funds.

Manager Change of Control

10. In respect of the impact of the Manager Change of Control on the Manager and the management and administration of the Funds:

(a) BNS has confirmed that there is no current intention:

(i) to make any substantive changes to how the Manager operates or administers the Funds;

(ii) to merge the Manager with another investment fund manager;

(iii) immediately following the Transaction, to change the manager of the Funds to either BNS or another affiliate of BNS; and

(iv) within a foreseeable period of time, to change the manager of the Funds to either BNS or another affiliate of BNS;

(b) BNS has confirmed that it currently intends to maintain the Funds as a separately managed fund family managed by the Manager;

(c) the Transaction after Closing is not expected to have any material impact on the business, operations or affairs of the Funds or the securityholders of the Funds;

(d) there is no current intention to change the directors, officers or advising or associate advising representatives of the Manager;

(e) it is not expected that there will be any change in how the Funds are managed or the expenses that are charged to the Funds as a result of the Transaction; and

(f) the Transaction is only expected to benefit the Manager and will not adversely affect its financial position or its ability to fulfill its regulatory obligations.

Notice Requirement

11. The notice to the securityholders of the Funds with respect to the Transaction in accordance with Section 5.8(1)(a) of NI 81-102 (the Notice) was mailed to such securityholders on December 14, 2010 (the Notice Date), which means that if the Closing occurs on January 20, 2011 such securityholders will have received the Notice approximately 35 days in advance of the Manager Change of Control.

12. We hereby respectfully submit that it would not be prejudicial to the securityholders of the Funds to abridge the notice period prescribed by Section 5.8(1)(a) of NI 81-102 from 60 days to not less than 35 days for the following reasons:

(a) while the Transaction will result in the Manager Change of Control, as noted above, there is not expected to be any change in how the Manager administers or manages the Funds;

(b) the Transaction will not have any impact on the securityholders interest in the Funds;

(c) the securityholders of the Funds will still be able to redeem their securities of the Funds prior to Closing; and

(d) the Transaction has been well publicized since November 22, 2010 such that most securityholders of the Funds are probably already aware of the Transaction.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that:

(a) the Approval Sought is granted; and

(b) the Exemption Sought is granted provided that:

(i) the securityholders of the Funds are given at least 35 days notice of the Manager Change of Control; and

(ii) no changes are made to the management, administration or portfolio management of the Funds for at least 60 days following the Notice Date.

SCHEDULE A

THE FUNDS