MultiPartners Balanced Growth RSP Portfolio et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Application -- Extension of distribution beyond lapse date for certain funds until the effective date of the mergers of the funds.

Applicable Statutory Provisions

Securities Act, R.S.O 1990, c. S.5, as am., s. 147.

October 13, 2005

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, ONTARIO, QUÉBEC,

NEW BRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR,

YUKON AND NUNAVUT (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MULTIPARTNERS BALANCED GROWTH RSP PORTFOLIO,

MULTIPARTNERS BALANCED RSP PORTFOLIO,

MULTIPARTNERS GLOBAL BALANCED PORTFOLIO,

MULTIPARTNERS HIGH GROWTH PORTFOLIO,

MULTIPARTNERS BALANCED GROWTH PORTFOLIO

AND MULTIPARTNERS HIGH GROWTH

RSP PORTFOLIO (COLLECTIVELY, THE FUNDS)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from Goodman & Company, Investment Counsel Ltd. (Goodman & Company or the Filer), the manager of the Funds, for a decision under the securities legislation of the Jurisdictions (the Legislation) for

• an exemption that the time limits pertaining to the distribution of securities under the simplified prospectus and annual information form dated October 14, 2004 of the Funds, as amended from time to time, (collectively, the Prospectus) be extended to permit the continued distribution of securities of the Funds until November 28, 2005 (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 meaning in this decision unless they are defined in this decision.

Representations

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

1. Each Fund currently distributes its securities in each of the Jurisdictions pursuant to the Prospectus that was prepared and filed in accordance with Canadian securities regulatory requirements. The earliest lapse date of the Prospectus under the Legislation is October 14, 2005.

2. Each Fund is a reporting issuer as defined in the Legislation and is not in default of any of the requirements of such Legislation.

3. There have been no material changes in the affairs of any Fund since the filing of the Prospectus, other than those for which amendments have been filed. Accordingly, the Prospectus represents current information regarding each Fund and will not be prejudicial to the public interest.

4. On a date to be determined (which date is scheduled to be on or before November 28, 2005), Goodman & Company intends to merge MultiPartners Global Balanced Portfolio, MultiPartners High Growth Portfolio and MultiPartners Balanced Growth Portfolio into other mutual funds managed by Goodman & Company in order to rationalize the line-up of funds managed by Goodman & Company and thereby eliminate duplicative funds and reduce carrying costs. Such mergers are hereinafter referred to as the "Mergers". Goodman & Company has issued a press release and filed a material change report and amendments to the Prospectus announcing the proposed Mergers, as contemplated by sections 5.6(1)(g) and 5.10 of National Instrument 81-102 ("NI 81-102") of the CSA.

5. The Mergers will be effected in accordance with the requirements of NI 81-102 including, without limitation, obtaining the approval of securityholders of the Funds as contemplated by section 5.1(f) of NI 81-102 and the approval of the Decision Makers to the extent not already provided by section 5.6(1) of NI 81-102.

6. Goodman & Company intends to renew the simplified prospectus for MultiPartners Balanced Growth RSP Portfolio, MultiPartners Balanced RSP Portfolio and MultiPartners High Growth RSP Portfolio, which Funds are not involved in the Mergers, on or before November 28, 2005.

Decision

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

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.