Goodman & Company, Investment Counsel Ltd.

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Coordinated Review -- The relief provides an exemption, pursuant to section 233 of Regulation 1015 made under the Securities Act (Ontario) (the Regulation) from the prohibition in section 227(2)(b)(ii) of the Regulation. The prohibition prevents a registrant, when acting as a portfolio manager with discretionary authority, from providing advice with respect to a client's account to purchase and/or sell the securities of a related issuer or a connected issuer of the registrant, unless the registrant (i) secures the specific and informed written consent of the client once in each twelve month period and (ii) provides the client with its statement of policies.

Statutes Cited

Regulation 1015 made under the Securities Act (Ontario), ss. 227(2)(b)(ii), 233.

August 18, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, NOVA SCOTIA and NEW BRUNSWICK

(the Jurisdictions)

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)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement that a registrant acting as an adviser and exercising discretionary authority with respect to the investment portfolio or account of a client (in each case, a Client) not purchase or sell securities of a related issuer or, in the course of an initial distribution or a distribution (depending on the Jurisdiction) securities of a connected issuer, to invest in securities of funds managed, or to be managed, by the Filer or an associate or affiliate of the Filer, unless once in each twelve month period it provides the Client with a copy of its statement of policies and secures the specific and informed written consent of the client to the exercise of the discretionary authority in respect of the securities (the Exemptive Relief Sought).

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

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

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in 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 formed under the laws of the Province of Ontario. The Filer is registered as an adviser in each of the Jurisdictions and has its head office and carries on business in Ontario. To the best of its knowledge, the Filer is not in default of securities legislation in any jurisdiction.

2. Goodman Private Wealth Management (GPWM), the investment counsel division of the Filer, offers investment management services to institutional and high net worth Clients.

3. Clients whose investments are managed by GPWM will enter into an investment management agreement with GPWM that authorizes GPWM to manage their investments by investing in the funds listed in Schedule A hereto (the Funds) (the Investment Management Agreement).

4. Each Client of GPWM will receive a statement of policies of the Filer which specifically identifies the relationship between the Filer, GPWM and the Funds.

5. Pursuant to the Investment Management Agreement, each Client of GPWM will consent to investing in the Funds, each of which are managed by the Filer. Each Client of GPWM will specifically consent to GPWM exercising its discretion under the Investment Management Agreement to buy and sell securities of the Funds.

6. The Funds are "investment funds" or "mutual funds" as defined in the Securities Act (Ontario) and are created under the laws of the Province of Ontario. The Funds are distributed to residents of the Jurisdictions under a simplified prospectus, a long-form prospectus or with an offering memorandum.

7. The Funds may be considered as connected and/or related issuers of GCICL within the meaning of the Legislation.

8. All Clients of GPWM will receive a statement of policies when they enter into an Investment Management Agreement with GPWM, which includes a conflicts statement listing the related and connected issuers of GCICL, including the Funds. In the event of a significant change in the statement of policies, GPWM will provide to each of its Clients a copy of the revised version of, or amendment to, such statement of policies.

Decision

Each of the Decision makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted provided that:

1. GPWM will secure the specific and informed consent of its Clients in advance of the exercise of discretionary authority in respect of the Funds; and

2. GPWM has previously provided its Clients with a statement of policies of the Filer which identifies the relationship between the Filer, GPWM and the Funds and, in the event of a significant change in the statement of policies, will provide to each of its Clients a copy of the revised version of, or amendment to, such statement of policies.

Schedule A

Funds

and any future funds managed by Goodman & Company, Investment Counsel, Ltd.