Goodman & Company, Investment Counsel Ltd. and the Funds Listed in Schedule A

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual funds for extension of lapse date of prospectus for 37 days -- Lapse date extended to permit adding additional funds and classes or series -- Extension of lapse date will not affect the currency or accuracy of the information contained in the prospectus -- Securities Act (Ontario).

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

December 13, 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 FUNDS LISTED IN SCHEDULE A

(the "Existing Funds")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Existing Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator ("Legislation") for an exemption that the time limits pertaining to filing the renewal prospectuses of the Existing Funds be extended as if the lapse date of the simplified prospectus and annual information form of the Existing Funds dated December 14, 2010 (the "Current Prospectus") is January 20, 2012 (the "Requested Relief").

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

(a) the Ontario Securities Commission 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 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 National Instrument 14-101 -- Definitions have the same meaning if used in this decision, unless otherwise defined in this decision.

Representations

1. Pursuant to the Legislation, the "lapse date" for the Current Prospectus is December 14, 2011.

2. On November 14, 2011, a pro forma simplified prospectus and a pro forma annual information form (the "Pro Forma Prospectus") were filed with the principal regulator. In order to comply with the requirements of the Legislation the final simplified prospectus and annual information form (the "Final Renewal Prospectus") must be filed on or before December 24, 2011.

3. The Filer has decided to establish and make available for distribution to the public two new mutual funds (collectively, the "New Funds"). The Filer has also decided to offer additional series of securities of certain Existing Funds (the "New Series"). The Filer would like to qualify the New Funds and the New Series in each of the Jurisdictions by including the New Funds and New Series in (i) an amended and restated pro forma and preliminary simplified prospectus and annual information form (the "Amended and Restated Pro Forma Prospectus") and (ii) the Final Renewal Prospectus.

4. The Filer is a corporation existing under the laws of the Province of Ontario, is registered with the principal regulator 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, Prince Edward Island and Nova Scotia and is registered as a commodity trading manager and investment fund manager with the principal regulator. For each of the Existing Funds and New Funds, the Filer is or will be the (i) trustee (where applicable), principal distributor and registrar and (ii) manager and/or portfolio adviser.

5. Each of the Existing Funds is an open-ended mutual fund trust or corporation established under the laws of the Province of Ontario. The securities of each of the Existing Funds are qualified for distribution in the Jurisdictions pursuant to the Current Prospectus.

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

7. Each of the New Funds will be an open-ended mutual fund trust or corporation established under the laws of the Province of Ontario. The securities of each of the New Funds will be qualified for distribution in the Jurisdictions pursuant to the Final Renewal Prospectus.

8. There have been no material changes in the affairs of the Existing Funds since the date of the Current Prospectus, other than those for which amendments have been filed. Accordingly, the Current Prospectus represents current information regarding each Existing Fund.

9. The Requested Relief will not affect the accuracy of the information in the Current Prospectus and therefore will not be prejudicial to the public interest. The granting of the Requested Relief will allow sufficent time for (i) the Filer to prepare and file with the principal regulator the Amended and Restated Pro Forma Prospectus; (ii) the principal regulator to review and comment on the Amended and Restated Pro Forma Prospectus and (iii) the Filer to prepare and file with the principal regulator the Final Renewal Prospectus.

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 Requested Relief is granted.

SCHEDULE "A"

The Existing Funds