Goodman & Company, Investment Counsel Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual funds subject to NI 81-102 and pooled funds not subject to NI 81-102 to permit applicant funds to purchase long-term debt securities of a related entity under primary offerings of the related entity and on the secondary market -- relief granted to pooled funds not subject to NI 81-102 to purchase securities of a related entity on the secondary market -- future oriented relief -- relief subject to conditions including IRC approval, pricing requirements, and limits on the amount of the primary offering applicant funds can purchase.

Applicable Legislative Provisions

Securities Act (Ontario), ss. 111(2)(a), 111(2)(b) 111(2)(c)(ii), 111(3), 113.

National Instrument 31-103 Registration Requirements and Exemptions, ss. 13.5(2)(a), 15.

National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.2.

March 28, 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 Filer)

AND

IN THE MATTER OF

THE MUTUAL FUNDS LISTED IN SCHEDULE A

AND ANY MUTUAL FUNDS THAT MAY BE

ESTABLISHED IN THE FUTURE FOR WHICH THE

FILER ACTS AS MANAGER AND/OR ADVISER

(the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of existing mutual funds and future mutual funds of which the Filer is the manager and adviser and to which National Instrument 81-102 Mutual Funds (NI 81-102) applies (each, an NI 81-102 Fund and collectively, the NI 81-102 Funds) and on behalf of existing mutual funds and future mutual funds of which the Filer is the manager and adviser and to which NI 81-102 does not apply (each, a Pooled Fund and collectively, the Pooled Funds) for a decision under the securities legislation of the Jurisdiction of the principal regulator (Legislation) exempting the NI 81-102 Funds and Pooled Funds (Funds) from the prohibitions in the Legislation that prohibit a mutual fund from making or holding an investment:

(a) in any person or company who is a substantial security holder of the mutual fund, its management company or distribution company (Related Shareholder);

(b) in an issuer in which a Related Shareholder has a significant interest (Related Person); and

(c) in any issuer in which a responsible person or an associate of a responsible person is a partner, officer or director (Related Issuer) unless the fact is disclosed to the client and the written consent of the client is obtained before the investment is made,

(items (a), (b) and (c) are, collectively, the Exemption Sought).

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is also intended to be relied upon in British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick and Nova Scotia (the Passport Jurisdictions).

Interpretation

Terms defined in MI 11-102 and National Instrument 14-101 Definitions, NI 81-102, National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) and National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) have the same meaning if used in this decision, unless otherwise defined.

In this Application, the term "Related Party" means a Related Shareholder, a Related Person or a Related Issuer depending on the provision that is being considered.

Representations

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

The Filer

1. The Filer is a corporation existing under the laws of the Province of Ontario, is registered with the OSC as a portfolio manager in the category of adviser, is further registered in that category in each of British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick and Nova Scotia and is registered as a commodity trading manager with the OSC.

2. The Filer also is an investment fund manager within the meaning of NI 31-103 and has applied to the OSC for registration in that capacity as required by the Legislation.

3. The Filer is, or will be, the manager and/or portfolio adviser to the Funds.

The Funds

4. Each of the Funds is or will be a mutual fund established under the laws of Ontario or one of the other Passport Jurisdictions.

5. On February 2, 2011, The Bank of Nova Scotia (Scotiabank) completed the acquisition of DundeeWealth Inc. (DundeeWealth), the indirect parent company of the Filer (DundeeWealth Transaction). Pursuant to the Legislation, Scotiabank is a Related Shareholder of the Filer.

6. As of the date of this decision, Scotiabank held, directly and indirectly, more than 10% of the outstanding securities of CI Financial Corporation (CI Financial). Therefore, CI Financial is deemed under the Legislation to be a Related Person of the Filer.

7. The Filer and the Funds are not in default of securities legislation in any jurisdiction, except to the extent that the Funds continue to hold securities of Scotiabank and CI Financial as of the completion of the DundeeWealth Transaction.

8. The securities of each of the NI 81-102 Funds are, or will be, qualified for distribution pursuant to simplified prospectuses and annual information forms that have been, or will be, prepared and filed in accordance with the securities legislation of each of the Jurisdiction and the Passport Jurisdictions.

9. Each of the NI 81-102 Funds is, or will be, a reporting issuer in one or more of the Jurisdiction and the Passport Jurisdictions.

10. The securities of the Pooled Funds are or will be offered for sale only on an exempt basis pursuant to available prospectus and registration exemptions from the prospectus requirements in one or more of the Passport Jurisdictions. None of the Pooled Funds is or will be a reporting issuer.

11. The investment strategies of each of the Funds that relies on the Exemption Sought permit, or will permit, it to invest in the securities purchased.

12. The manager of the Funds has established, or will establish, an independent review committee (IRC) in respect of each NI 81-102 Fund (in accordance with the requirements of NI 81-107) and in respect of each Pooled Fund (in accordance with section 3.7 of NI 81-107).

13. The purchase of securities of Related Persons by a Fund will be referred to the IRC of such Fund (in the case of an NI 81-102 Fund under subsection 5.1(1)(b) of NI 81-107).

14. Section 6.2 of NI 81-107 provides the NI 81-102 Funds with an exemption from the prohibitions comprising the Exemption Sought in respect of purchasing exchange-traded securities, such as common shares, in the secondary market. It does not permit an NI 81-102 Fund, or the Filer on behalf of a NI 81-102 Fund, to purchase non-exchange-traded securities issued by Related Parties. Some securities, such as debt securities, of Related Parties of the Filer are not listed and traded (NET debt securities).

15. NI 81-107 does not apply to the Pooled Funds as they are not reporting issuers. Accordingly, in the absence of the Exemption Sought, the Pooled Funds may not purchase or hold exchange-traded securities or NET debt securities of a Related Party.

16. The Filer is seeking the Exemption Sought to permit (a) the Funds to purchase and hold NET debt securities and (b) the Pooled Funds to purchase and hold exchange-traded securities of Related Parties.

17. The Filer has determined that it would be in the best interests of the Funds to receive the Exemption Sought.

18. Certain Related Parties of the Filer are significant issuers of securities and they are issuers of debt instruments. The Filer considers that the Funds should have access to such securities for the following reasons:

(a) there is limited supply of highly rated corporate debt;

(b) diversification is reduced to the extent that a Fund is limited with respect to investment opportunities; and

(c) to the extent that a Fund seeks to track or outperform a benchmark it is important for the Fund to be able to purchase any securities included in the benchmark. Debt securities of Related Parties of the Filer are included in most of the Canadian debt indices.

19. Where the NET debt security is purchased by a Fund in a primary distribution or treasury offering (Primary Offering) pursuant to the Exemption Sought:

(a) the debt security, other than an asset backed commercial paper security, will have a term to maturity of 365 days or more and will be issued by a Related Party that has been given and continues to have, at the time of purchase, an "approved credit rating" by an approved credit rating organization; and

(b) the terms of the Primary Offering, such as the size and the pricing, will be a matter of public record as evidenced in a prospectus, offering memorandum, press release or other public document.

20. Where the NET debt security is purchased by a Fund in the secondary market pursuant to the Exemption Sought and not in a Primary Offering, the debt security has been given and continues to have, at the time of purchase, an "approved credit rating" by an approved credit rating organization.

21. If a Fund's purchase of NET debt securities involves an inter-fund trade with another Fund, the provisions of the relief received by the Filer on behalf of the Funds dated September 19, 2008, as may be amended, will apply to such 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 the Exemption Sought is granted to permit the Filer to purchase and hold NET debt securities on behalf of the Funds on condition that:

(a) the purchase or holding is consistent with, or is necessary to meet, the investment objective of the Fund;

(b) at the time of the purchase the IRC of the Fund has approved the transaction in accordance with Section 5.2(2) of NI 81-107;

(c) the manager of the Fund complies with section 5.1 of NI 81-107 and the manager and the IRC of the Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(d) in the case of NET debt securities to be purchased in a Primary Offering:

(i) the size of the Primary Offering is at least $100 million;

(ii) at least 2 purchasers who are independent, arm's length purchasers, which may include "independent underwriters" within the meaning of National Instrument 33-105 Underwriting Conflicts, collectively purchase at least 20% of the Primary Offering;

(iii) no Fund shall participate in the Primary Offering if following its purchase the Fund together with related Funds will hold more than 20% of the securities issued in the Primary Offering;

(iv) no Fund shall participate in the Primary Offering if following its purchase the Fund would have more than 5% of its net assets invested in NET debt securities of a Related Issuer;

(v) the price paid for the securities by a Fund in the Primary Offering shall be no higher than the lowest price paid by any of the arm's length purchasers who participate in the Primary Offering;

(e) in the case of NET debt securities to be purchased in the secondary market:

(i) the security has been given and continues, at the time of the purchase, to have an "approved credit rating" by an "approved credit rating organization" within the meaning of those terms in NI 81-102;

(ii) the price payable for the security is not more than the ask price of the security;

(iii) the ask price of the security is determined as follows:

(1) If the purchase occurs on a marketplace, the price payable is determined in accordance with the requirements of that marketplace; or

(2) If the purchase does not occur on a marketplace,

(A) the Fund may pay the price for the security at which an independent, arm's length seller is willing to sell the security, or

(B) If the Fund does not purchase the security from an independent, arm's length seller, the fund must pay the price quoted publicly by an independent marketplace or obtain, immediately before the purchase, at least one quote from an independent, arm's length purchaser or seller and not pay more than that quote;

(iv) the transaction complies with any applicable "market integrity requirements" as defined in NI 81-107;

(f) no later than the time a NI 81-102 Fund files its annual financial statements, or on or before the 90th day after the end of each financial year of a Pooled Fund, the Filer files with the securities regulatory authority or regulator the particulars of any investments made in reliance on this relief;

(g) the IRC of the Fund complies with section 4.5 of NI 81-107 in connection with any instance that it becomes aware that the Filer did not comply with any of the conditions of this decision; and

(h) the decision with respect to NET debt securities purchased pursuant to a Primary Offering or in the secondary market will expire on the coming into force of any securities legislation relating to fund purchases of NET debt securities purchased pursuant to a Primary Offering or in the secondary market.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted to permit the Filer to purchase and hold exchange-traded securities on behalf of the Pooled Funds on condition that:

(a) the purchase or holding is consistent with, or is necessary to meet, the investment objective of the Pooled Fund;

(b) at the time of the purchase the IRC of the Pooled Fund has approved the transaction in accordance with Section 5.2(2) of NI 81-107;

(c) the manager of the Pooled Fund complies with section 5.1 of NI 81-107 and the manager and the IRC of the Pooled Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the transactions;

(d) the purchase is made in the secondary market on an exchange on which the securities are listed and traded;

(e) on or before the 90th day after the end of each financial year of a Pooled Fund, the Filer files with the securities regulatory authority or regulator the particulars of any investments made in reliance on this relief;

(f) the IRC of the Pooled Fund complies with section 4.5 of NI 81-107 in connection with any instance that it becomes aware that the Filer did not comply with any of the conditions of this decision; and

(g) the decision with respect to purchases of exchange-traded securities by the Pooled Funds will expire on the coming into force of any securities legislation relating to purchases of exchange-traded securities of a Related Party by mutual funds not governed by NI 81-102.

Related Issuer Relief

NI 31-103 Relief

Schedule A

Pooled Funds

Dynamic Alpha Performance Fund

Dynamic Contrarian Fund

Dynamic Income Opportunities Fund

Dynamic Power Emerging Markets Fund

Dynamic Power Hedge Fund

Dynamic Real Estate & Infrastructure Income Fund

Goodman Private Wealth Management Diversified Bond Pool

Goodman Private Wealth Management Core Equity Pool

Goodman & Company Canadian Value Strategy

Goodman & Company Equity Income Strategy

Goodman & Company Global Value Strategy

Goodman & Company Growth Strategy

NI 81-102 Funds