Goodman & Company, Investment Counsel Ltd. et al.

Headnote

National Policy 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted to mutual fund from prohibition against purchasing a specified derivative the underlying interest of which is a physical commodity other than gold -- mutual fund wanting to invest in standardized futures with underlying interests in oil or natural gas as a hedge against related oil and gas investments -- relief granted provided purchase of standardized future is effected through the NYMEX or ICE Europe, the standardized future is traded only for cash or an offsetting standardized future contract, and the standardized future is sold at least one day prior to the date on which delivery of the underlying commodity is due under the standardized future -- relief is subject to limits on investments in oil and natural gas -- National Instrument 81-102 -- Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss. 2.3(h), 19.1.

January 26, 2012

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

DYNAMIC GLOBAL ASSET ALLOCATION FUND

AND

DYNAMIC GLOBAL ASSET ALLOCATION CLASS

(collectively, the "Funds" and individually, a "Fund")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds of which the Filer is the manager, trustee (in the case of Dynamic Global Asset Allocation Fund), principal distributor, registrar, and/or portfolio adviser and to which National Instrument 81-102 Mutual Funds (NI 81-102) applies for a decision under the securities legislation of the Jurisdiction of the principal regulator (Legislation) that notwithstanding clause 2.3(h) of NI 81-102, each Fund be permitted to invest in specified derivatives, namely standardized futures (as such terms are defined in section 1.1 of NI 81-102) with underlying interests in oil or gas, for hedging purposes, provided the investments, in the aggregate, not exceed or represent greater than 20% of the net assets of the Fund, taken at the market value thereof at the time of investment (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 Manager has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the "Jurisdictions").

Interpretation

Terms defined in MI 11 -102, National Instrument 14-101 Definitions and NI 81-102 have the same meaning if used in this decision, unless otherwise defined. References to "oil" and "gas" in this Decision are to sweet crude oil and natural gas, respectively.

Representations

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

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

2 Dynamic Global Asset Allocation Fund is an open-ended mutual fund trust governed by a declaration of trust pursuant to the laws of the Province of Ontario.

3 Dynamic Global Asset Allocation Class is a class of Dynamic Global Fund Corporation, a mutual fund corporation existing under the laws of the Province of Ontario.

4 Neither the Filer nor the Funds are in default of securities legislation in any of the Jurisdictions.

5 The investment objectives of the Funds are to achieve long-term capital growth through investment in a broadly diversified portfolio consisting primarily of equity securities and debt obligations of businesses based outside of Canada.

6 The investment strategies of the Funds allow for portfolio investments in standardized futures with underlying interests in oil and gas.

7 The Filer considers investments in oil and gas standardized futures traded on the ICE Futures Europe ("ICE Europe") and New York Mercantile Exchange ("NYMEX") to be a means of reducing the volatility that can result from the changing prices of securities of issuers in the oil and gas sector. The Filer proposes to trade standardized futures contracts for cash or an offsetting contract to satisfy the obligations in a standardized futures contract.

8 The Filer believes that the oil and gas standardized futures markets on the ICE Europe and NYMEX are highly liquid.

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 provided that:

(a) the purchases, uses and sales of standardized futures which have underlying interests in oil or gas are made in accordance with the provisions otherwise relating to the use of specified derivatives for hedging purposes in NI 81-102;

(b) a standardized futures contract will be traded only for cash or an offsetting standardized future contract to satisfy the obligations under the standardized future and will be sold at least one day prior to the date on which delivery of the underlying commodity is due under the standardized future;

(c) the purchase of a standardized future will be effected through ICE Europe or NYMEX;

(d) each Fund will not purchase a standardized futures with underlying interests in oil or gas for hedging purposes if, immediately following the purchase, the aggregate of such investments would exceed or represent greater than 20% of the net assets of the Fund at the time of purchase;

(e) each Fund will keep proper books and records of all purchases and sales of standardized futures;

(f) the Simplified Prospectus of the Funds or an amendment thereto discloses:

(i) in the investment strategy section in Part B of the Simplified Prospectus of the Funds, that each Fund may invest an aggregate of up to 20% of its net assets in standardized futures with underlying interests in oil and gas as a hedge against oil and gas investments;

(ii) the risks associated with the investments described in (i); and

(iii) this exemptive relief.