Goodman & Company, Investment Management Inc. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Pooled mutual funds managed by a fund manager or an affiliate prohibited from making and holding investments in listed securities of the Dundee REIT -- Relief granted from s. 111(2)(c)(ii), s. 111(2)(b) and s. 111(3) of the Act to permit the Funds to make and hold investments in securities of the 'related' REIT, subject to IRC approval.

Applicable Legislative Provisions

Securities Act , R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c)(ii), 111(3), 113.

January 29, 2010

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 MANAGEMENT INC.

(the Filer)

AND

DYNAMIC REAL ESTATE AND INFRASTRUCTURE

INCOME FUND, DYNAMIC INCOME

OPPORTUNITIES FUND, DYNAMIC STRATEGIC

VALUE FUND AND GOODMAN & COMPANY

EQUITY INCOME STRATEGY FUND

(each an Existing Fund)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting each Existing Fund and each new fund established by the Filer or an affiliate of the Filer to which National Instrument 81-102 Mutual Funds does not apply (the Future Funds and together with the Existing Funds, the Funds and individually, a Fund) from the investment restrictions in the Legislation which prohibit each Fund from knowingly:

(a) making an investment in any issuer in which that Fund alone or together with one or more related mutual funds, is a substantial security holder;

(b) making an investment in any issuer in which any person who is a substantial security holder of that Fund, its management company or distribution company, has a significant interest; and

(c) holding an investment described in (a) or (b) above,

(collectively, the Exemption Sought).

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

1. the Ontario Securities Commission is the principal regulator for this application; and;

2. 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 Alberta.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 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:

The Filer

1. The Filer is a corporation incorporated under the laws of Ontario with its head office in Toronto, Ontario.

2. The Filer is a wholly-owned subsidiary of DundeeWealth Inc. (Dundee Wealth). The common shares of DundeeWealth are listed on the Toronto Stock Exchange (the TSX). As of October 21, 2009, Dundee Corporation is the principal shareholder of DundeeWealth, holding substantially more than 20% of the voting securities of DundeeWealth.

3. The Filer is registered as a portfolio manager in all provinces of Canada except Prince Edward Island and Newfoundland and Labrador. The Filer is also registered as a commodity trading manager in Ontario.

4. The Filer is not in default of securities legislation of any jurisdiction of Canada.

The Funds

5. Each Fund is or will be an open-ended trust established under the laws of the Province of Ontario. No Fund is or will be a reporting issuer (as such term is defined in the Legislation). Units of each Fund are or will be offered for sale only on an exempt basis pursuant to available prospectus and registration exemptions in each of the provinces and territories of Canada.

6. The Filer or an affiliate of the Filer acts or will act as the manager, adviser and/or promoter of each Fund.

7. Each Fund has or will have an investment objective of providing income and/or long-term capital appreciation primarily through investment in a diversified portfolio of securities including interests in real estate.

8. Each Fund is not or will not be in default under the securities legislation of any jurisdiction of Canada.

Dundee REIT

9. The Dundee Real Estate Investment Trust (the Dundee REIT) is an unincorporated open-ended real estate investment trust governed by the laws of Ontario. Units of the Dundee REIT are listed on the TSX.

10. As at October 21, 2009, Dundee Corporation held, directly and indirectly, more than 10% of the outstanding securities of the Dundee REIT.

Investment by the Fund in the Dundee REIT

11. As a result of its holdings, Dundee Corporation owns (a) indirectly more than 20% of the outstanding voting shares of the Filer and (b) directly or indirectly owns more than 10% of the outstanding securities of the Dundee REIT, and is therefore a "substantial security holder" of the Filer and has a "significant interest" in the Dundee REIT within the meaning of these terms in the Legislation.

12. Each Fund is or will be a "related mutual fund" and is or will be prohibited by the Legislation from making or holding an investment in units of the Dundee REIT.

13. Each Fund is or will be unable to rely on the related issuer investment exemption in section 6.2(2) of National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107) to invest in units of the Dundee REIT since NI 81-107 does not apply to any Fund as no Fund is or will be a reporting issuer.

14. Each Fund has established or will establish an independent review committee (an IRC) that is composed in accordance with the requirements of section 3.7 of NI 81-107. The IRC of each Fund will comply with the standard of care set out in section 3.9 of NI 81-107 as if that Fund were subject to that rule. The only conflict of interest matter that will be referred by each Fund to its IRC will be investments made by that Fund in units of the Dundee REIT.

15. The Filer considers that each Fund should be permitted to invest in units of the Dundee REIT because they provide each Fund with the opportunity to achieve greater diversification at a lower cost than investing directly in the assets held by the Dundee REIT.

16. The investments by each Fund in units of the Dundee REIT will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of that Fund.

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 investment by each Fund in units of the Dundee REIT will be in accordance with that Fund's investment objective;

(b) each Fund will purchase units of the Dundee REIT on an exchange on which units of the Dundee REIT are listed and traded;

(c) each Fund maintains an IRC that is composed in accordance with the requirements of section 3.7 of NI 81-107 and that complies with the standard of care set out in section 3.9 of NI 81-107;

(d) the IRC of each Fund approves the purchase of units of the Dundee REIT by that Fund in the manner contemplated by section 5.2(2) of NI 81-107;

(e) the Filer complies with section 5.1 of NI 81-107, and the Filer and the IRC of each Fund comply with section 5.4 of NI 81-107 for any standing instructions the IRC provides in connection with the purchase of units of the Dundee REIT by that Fund;

(f) no later than the time that a Fund is required to file its annual financial statements, the Fund files with the applicable securities regulatory authorities or regulator the particulars of any such investments; and

(g) the reporting obligation in section 4.5 of NI 81-107 applies to the Exemption Sought and the IRC of each Fund relying on the Exemption Sought complies with section 4.5 of NI 81-107 as if that Fund were subject to that rule, in connection with any instance that it becomes aware that such Fund does not comply with any of the conditions of this decision.