Goodman & Company, Investment Counsel Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief in Multiple Jurisdictions -- Relief granted from conflict of interest reporting requirements in subsections 117(1)(a), 117(1)(c) and 117(1)(d) of the Securities Act (Ontario) for transactions involving related parties of a mutual fund -- mutual funds may use related dealer for portfolio transactions and may participate in offerings in which related dealer acts as underwriter -- monthly reporting not required provided that similar disclosure is made in the management reports on fund performance for each mutual fund and that certain records of related party portfolio transactions are kept by the mutual funds.

Applicable Legislative Provisions

Securities Act (Ontario), ss. 117(1)(a), 117(1)(c), 117(1)(d) and 117(2).

July 27, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATION IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GOODMAN & COMPANY, INVESTMENT

COUNSEL LTD.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in Ontario has received an application from the Filer for a decision under the securities legislation in Ontario (the Legislation) exempting the Filer from the management company reporting requirements in the Legislation which require the Filer to:

(a) file a report of every transaction of purchase or sale of securities between a mutual fund and any related person or company;

(b) file a report of every transaction of purchase and sale effected by the mutual fund through any related person or company with respect to which the related person or company receives a fee either from the mutual fund or from the other party to the transaction or from both; and

(c) to file a report of every transaction, other than an arrangement relating to insider trading in portfolio securities, in which the mutual fund is a joint participant with one or more of its related persons or companies

((a), (b), and (c) are collectively, the Mutual Fund Conflict of Interest Reporting Requirements)

in respect of the funds listed in Appendix A hereto (the Listed Funds) (the Passport Exemption)

AND

The securities regulatory authority or regulator in each of Ontario and Newfoundland and Labrador (the Jurisdictions) (Coordinated Exemptive Relief Decision Makers) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the Mutual Fund Conflict of Interest Reporting Requirements in respect of the Listed Funds (the Coordinated Exemptive Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

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

(b) the Filer 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 British Columbia, Alberta, Saskatchewan, Nova Scotia and New Brunswick,

(c) the decision is the decision of the principal regulator, and

(d) the decision evidences the decision of each Coordinated Exemptive Relief Decision Maker.

Interpretation

Terms defined in MI 11-102 and National Instrument 14-101 Definitions have the same meaning if used in this Decision, unless otherwise defined.

Representations

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

1. The Filer is a corporation incorporated under the laws of the Province of Ontario, and is registered in the categories of "investment counsel" and "portfolio manager" in Ontario. The Filer also holds a registration in the categories of "investment counsel" and "portfolio manager," or the equivalent, in British Columbia, Alberta, Manitoba, Quebec, New Brunswick, and Nova Scotia. The head office of the Filer is in Toronto, Ontario.

2. The Manager has entered into various management agreements with the Listed Funds pursuant to which the Filer provides investment management advice to the Listed Funds for valuable consideration. The Filer is the manager and portfolio adviser of the Listed Funds.

3. Based on the foregoing, the Filer is a "management company" as defined in the Act.

4. Both the Filer and Dundee Securities Corporation ("DSC") are wholly-owned subsidiaries of DWM Inc. Therefore, DSC is a related person or company of the Listed Funds as such term is defined in section 106 of the Act.

5. A Listed Fund is a "related person or company" in respect of another Listed Fund and in respect of other investment funds and managed accounts managed by the Manager, as such term is defined in section 106 of the Act.

6. Provided that pricing, service and other terms are comparable or less costly than those offered by other dealers, it is anticipated that portfolio transactions of the Listed Funds will be arranged through DSC.

7. Pursuant to exemptive relief dated August 24, 2007 which grants relief from the prohibition in subsection 4.1(1) of National Instrument 81-102 -- Mutual Funds ("NI 81-102"), a Listed Fund may invest in a private placement offering of equity securities of a reporting issuer and/or acquire securities of the class subject to the offering in the market during the 60-day prohibition period (referred to in subsection 4.1(1) of NI 81-102) notwithstanding that DSC acts as an underwriter in connection with such private placement.

8. Pursuant to subsection 4.1(4) of NI 81-102, a Listed Fund may invest in a prospectus offering and/or acquire securities of the class subject to the offering in the market during the 60-day prohibition period (referred to in subsection 4.1(1) of NI 81-102) notwithstanding that DSC acts as an underwriter in connection with the offering.

9. Pursuant to subsection 6.1(4) of National Instrument 81-107 Independent Review Committee for Investment Funds and exemptive relief dated September 12, 2008 and September 19, 2008 which grant relief from the prohibitions in subsection 4.2(1) of NI 81-102 and subsection 118(2)(c) of the Act and subsection 115(6) of the Regulation to the Act, a Listed Fund may purchase securities from or sell securities to another investment fund or managed account managed by the Manager.

10. A Listed Fund may invest in one or more underlying mutual funds managed by the Manager in accordance with section 2.5 of NI 81-102 and/or any applicable exemptive relief obtained.

11. National Instrument 81-106 -- Investment Fund Continuous Disclosure ("NI 81-106") requires each Listed Fund to disclose in its interim and annual management reports of fund performance ("MRFPs") any transactions involving related persons or companies, including the identity of the related person or company, its relationship to the Listed Fund, the purpose of the transaction, the measurement basis used to determine the recorded amount and any ongoing commitments to the related party. A discussion of portfolio transactions with a related person or company in this report must include the dollar amount of commission, spread or any other fee paid that a Listed fund paid to any related person or company in connection with the transaction.

12. In the absence of the Passport Exemption and Coordinated Exemptive Relief, the Mutual Fund Conflict of Interest Reporting Requirements would require the Filer to file a report of any purchase or sale of securities by a Listed Fund that is effected through DSC or another related person or company, as well as a report of every transaction in which, by arrangement, a Listed Fund, with one or more of its related persons or companies, acts as a joint participant, within 30 days of the end of the month in which each transaction occurs. The report in each case, would have to disclose the issuer of the securities purchased or sold, the class or designation of the securities, the amount or number of securities, the consideration, the name of the related person or company receiving a fee, the name of the person or company that paid the fee to the related person or company and the amount of the fee received by the related person or company.

13. It is costly and time consuming for the Filer to provide the information required by the Mutual Fund Conflict of Interest Reporting Requirements, which is similar to information required by NI 81-106 to be disclosed in the MRFPs, on a monthly and segregated basis for each Listed Fund.

Decision

Each of the principal regulator and the Coordinated Exemptive Relief Decision Makers is satisfied that the decision meets the test set out in the Legislation for the relevant regulator or securities regulatory authority to make the decision.

The decision of the principal regulator under the Legislation and the decision of the Coordinated Exemptive Relief Decision Makers is that the Passport Exemption and the Coordinated Exemptive Relief are granted provided that:

(a) the annual and interim MRFP for each Listed Fund disclose

(i) the name of the related person or company,

(ii) the amount of fees paid to each related person or company, and

(iii) the person or company who paid the fees, if they were not paid by the Listed Fund; and

(b) the records of portfolio transactions maintained by each Listed Fund include, separately, for every portfolio transaction effected by the Listed Fund through a related person or company,

(i) the name of the related person or company,

(ii) the amount of fees paid to the related person or company, and

(iii) person or company who paid the fees.

APPENDIX A

Listed Funds

Dynamic Focus+ Funds

Dynamic Income Funds

Dynamic Power Funds

Dynamic Specialty Funds

Dynamic Strategic Portfolios

Dynamic Value Funds

DynamicEdge Portfolios

Dynamic Aurion Funds

Marquis Investment Program

Dynamic Labour Sponsored Fund

Dynamic Venture Opportunities Fund Ltd