Goodman & Company, Investment Counsel Ltd. - MRRS Decision

Headnote

MRRS -- relief granted from the investment prohibition in subsection 4.1(1) of NI 81-102 to permit purchases under private placements where the issuer is a reporting issuer in one or more jurisdiction --relief conditional on funds complying with conditions under s. 4.1(4)(a), (b), (c)(ii), and (d) which include approval by the funds' independent review committee.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, ss.s 4.1(1), 19.1.

National Instrument 81-107 -- Independent Review Committees for Investment Funds, s. 5.2.

August 24, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR, AND THE

NORTHWEST TERRITORIES, NUNAVUT

AND THE YUKON

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GOODMAN & COMPANY, INVESTMENT

COUNSEL LTD.

(the "Applicant")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application (the "Application") under the securities legislation of the Jurisdictions (the "Legislation")from the Applicant (or "Dealer Manager") on behalf of the mutual funds listed in Appendix "A" for which the Applicant currently acts as manager or portfolio adviser or both (the "Existing Funds") and any other mutual fund subject to National Instrument81\_102 Mutual Funds ("NI 81-102") which may be created in the future for which the Applicant or an affiliate of the Applicant will act as manager or portfolio adviser or both (the "Future Funds", and together with the Existing Funds, the "Funds" or "Dealer Managed Funds"), for a decision under section 19.1 of NI 81-102 for:

•an exemption from subsection 4.1(1) of NI 81-102, to enable the Dealer Managed Funds to purchase equity securities (the "Securities") of a reporting issuer during the period of distribution (the "Distribution") of the issuer's Securities pursuant to a private placement offering (a "Private Placement") and for the 60-day period (the "60-Day Period") following completion of the Distribution (the Distribution and the 60-Day Period together, the "Prohibition Period"), notwithstanding that Dundee Securities Corporation ("DSC") (or a "Related Underwriter") acts as an underwriter in connection with the Private Placement (each a "Relevant Offering"), such relief referred to as the "Requested Relief".

Under the Mutual Reliance Review System for Exemptive Relief Applications:

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

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meanings in this decision (the "Decision") unless they are defined in this Decision.

Representations

This Decision is based on the following facts represented by the Applicant:

1. Each of the Dealer Managed Funds is or 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 Dealer Managed Funds are or will be qualified for distribution in the Jurisdictions pursuant to simplified prospectuses and annual information forms that have been prepared and filed in accordance with the securities legislation of the Jurisdictions.

2. The Applicant is or will be the manager, trustee (where applicable), portfolio adviser, principal distributor and registrar of the Dealer Managed Funds. The Applicant currently is, and will be in the future, a "dealer manager" with respect to the Funds, and each Fund is or will be a "dealer managed fund", as such terms are defined in section1.1 of NI81-102.

3. The Applicant is a corporation incorporated under the laws of Ontario, and is registered as an adviser in the categories of investment counsel and portfolio adviser in Ontario. The Applicant holds similar adviser registrations in Quebec, British Columbia, Alberta, Manitoba, Saskatchewan, Nova Scotia and New Brunswick. The head office of the Applicant is in Toronto, Ontario.

4. The Applicant has appointed an independent review committee ("IRC") under National Instrument 81-107, Independent Review Committee for Investment Funds ("NI 81-107") for the Existing Funds and will appoint an IRC for the Future Funds.

5. The investment objective of each Existing Fund permits it to invest in the relevant Securities. The investment objective of each Future Fund will permit it to invest in the relevant Securities.

6. DSC may be a party to the underwriting agreement with a reporting issuer of Securities in a Relevant Offering. In respect of each Relevant Offering in which the Related Underwriter participates as an underwriter, the Dealer Manager may wish to cause the Dealer Managed Funds to invest in Securities during the Prohibition Period of the Relevant Offering.

7. To the extent DSC participates as an underwriter in a Relevant Offering, the investment prohibition contained in subsection 4.1(1) of NI81-102 (the "Investment Prohibition") restricts the Dealer Managed Funds from making certain investments in the issuer's Securities during the relevant Prohibition Period and can result in the portfolio adviser incurring extra costs, which are ultimately borne by the relevant Fund, to substitute investments for those that it is prohibited from buying.

8. Subsection 4.1(1) provides an exemption if the dealer manager or any of its associates or affiliates only acts as a member of a selling group distributing five percent or less of the underwritten securities. However, this de minimis exemption is not available to entities that are underwriting a Distribution (as opposed to being in the selling group), and therefore the Dealer Managed Funds cannot avail themselves of this exemption.

9. The Funds would not be restricted by the Investment Prohibition if, in accordance with subsection 4.1(4) of NI 81-102, certain conditions are met, including that a prospectus is filed in one or more of the Jurisdictions in connection with a Relevant Offering and an IRC established for the Funds under NI 81-107 has approved the investment under NI 81-107.

10. The Applicant will not be able to rely on subsection 4.1(4) of NI 81-102 in connection with a Relevant Offering as a prospectus would not be filed in connection with a Private Placement. However, the Applicant will comply with each of the other conditions in subsection 4.1(4) including that the Funds' IRC will approve any purchases under the Relevant Offerings under subsection 5.2(2) of NI 81-107.

11. The Applicant previously received an exemption from the Investment Prohibition in connection with purchases under the Relevant Offerings in a decision dated August 8, 2006 ("the Previous Decision"). The exemption provided in the Previous Decision expires on the earlier of the date on which the Applicant provides notification under section 8.2 of NI 81-107 and November 1, 2007. This Decision will replace the Previous Decision at that time.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make this Decision has been met.

The Decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that the following conditions are satisfied:

The Investment Decision

I. At the time of each purchase by a Dealer Managed Fund during a Prohibition Period for a Relevant Offering, the Dealer Managed Fund has an IRC that complies with NI 81-107 and the IRC of the Dealer Managed fund will have approved the investment in accordance with each of paragraph (a) of subsection 4.1(4) of NI 81-102 and NI 81\_107. The Dealer Managed Fund will also comply with paragraphs (c)(ii) and (d) of subsection 4.1(4) of NI 81-102.

II. Each issuer of a Relevant Offering is a reporting issuer or equivalent under the Legislation at the time of each purchase by a Dealer Managed Fund during the Prohibition Period for the Relevant Offering.

Transparency

III. Prior to the first reliance on this Decision, the internet website of the Dealer Managed Fund or Dealer Manager, as applicable, discloses,

and

on the date which is the earlier of (i) the date when an amendment to the simplified prospectus of the Dealer Managed Fund is filed for reasons other than this Decision and (ii) the date on which the initial or renewal simplified prospectus is receipted, PartA of the simplified prospectus of the Dealer Managed Fund discloses that the Dealer Managed Fund may invest in Securities during the Prohibition Period pursuant to this Decision, notwithstanding that the Related Underwriter has acted as underwriter in the Relevant Offering of the same class of such Securities.

IV. On the date which is the earlier of

(i) the date when an amendment to the annual information form of the Dealer Managed Fund is filed for reasons other than this Decision and

(ii) the date on which the initial or renewal annual information form is receipted,

the annual information form of the Dealer Managed Fund discloses the information referred to in paragraph III above and describes the policies or procedures and, standing approvals if any, that have been approved by the IRC as related to investments that can only be made pursuant to the Decision.

Sunset

V. This Decision, as it relates to the jurisdiction of a Decision Maker, will terminate on the coming into force of any legislation or rule of the Decision Makers dealing with Private Placements in the context of Section 4.1 of NI 81-102.

APPENDIX "A" -- Existing Mutual Funds

Dynamic Funds

Dynamic Focus+ Balanced Fund

Dynamic Focus+ Diversified Income Trust Fund

Dynamic Focus+ Energy Income Trust Fund

Dynamic Focus+ Equity Fund

Dynamic Focus+ Real Estate Fund

Dynamic Focus+ Resource Fund

Dynamic Focus+ Small Business Fund

Dynamic Focus+ Wealth Management Fund

Dynamic Dividend Fund

Dynamic Dividend Income Fund

Dynamic Power American Growth Fund

Dynamic Power Balanced Fund

Dynamic Power Canadian Growth Fund

Dynamic Power Small Cap Fund

Dynamic Diversified Real Asset Fund

Dynamic Precious Metals Fund

Dynamic American Value Fund

Dynamic Canadian Dividend Fund

Dynamic Dividend Value Fund

Dynamic European Value Fund

Dynamic Far East Value Fund

Dynamic Global Discovery Fund

Dynamic Global Dividend Value Fund

Dynamic Global Value Balanced Fund

Dynamic Global Value Fund

Dynamic Value Balanced Fund

Dynamic Value Fund of Canada

Dynamic Canadian Value Class

Dynamic Global Value Class

Dynamic Power American Growth Class

Dynamic Power Canadian Growth Class

Dynamic Power Global Growth Class

Dynamic Canadian Dividend Class

Dynamic Global Dividend Value Class

Dynamic Value Balanced Class

DMP Resource Class

Dynamic Venture Opportunities Fund Ltd.

Dynamic Venture Opportunities Fund Ltd.

Radiant Strategic Portfolios

Radiant All Equity Portfolio

Radian Balanced Portfolio

Radiant Bond Portfolio

Radiant Conservative Portfolio

Radiant Defensive Portfolio

Radiant Growth Portfolio

Radiant High Growth Portfolio

Radiant All Income Portfolio

Marquis Investment Program

Marquis Canadian Bond Pool

Marquis Canadian Equity Pool

Marquis International Equity Pool

Marquis U.S. Equity Pool

Marquis Diversified All Equity Portfolio

Marquis Diversified All Income Portfolio

Marquis Diversified Balanced Portfolio

Marquis Diversified Conservative Portfolio

Marquis Diversified Defensive Portfolio

Marquis Diversified Growth Portfolio

Marquis Diversified High Growth Portfolio

Marquis Enhanced Canadian Equity Pool

Marquis Global Equity Pool