October 27, 2008

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 Portfolios set out in Schedule A (the Portfolios)

Decision

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Portfolios for a decision under the securities legislation of the Jurisdiction (the Legislation) for:

(a) approval of the Current Mergers, described in Schedule B and defined below, under subsection 5.5(1)(b) of National Instrument 81-102 Mutual Funds (NI 81-102); and

(b) relief from the financial statements delivery requirements contained in subsection 5.6(1)(f)(ii) of NI 81-102 in respect of:

(i) the Current Mergers; and

(ii) all future mergers of mutual funds managed by the Filer or an affiliate of the Filer (referred to as the Future Mergers and collectively with the Current Mergers, the Mergers)

(collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

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

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland & Labrador, Northwest Territories, Yukon and Nunavut (the Non-Principal Jurisdictions, together with the Jurisdiction, the Jurisdictions).

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 the Province of Ontario and holds a registration in the categories of "investment counsel" and "portfolio manager" in Ontario. The Filer also holds a registration in the categories of "investment counsel" and "portfolio manager" or the equivalent in each of Quebec, British Columbia, Alberta, Manitoba, Saskatchewan, Nova Scotia and New Brunswick. The Filer is the manager, trustee, principal distributor and registrar of the Portfolios.

2. The head office of the Filer is located in Toronto, Ontario.

3. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Portfolios

4. Each of the Portfolios are reporting issuers in the Jurisdictions and are not on the list of defaulting reporting issuers maintained in the Jurisdictions.

5. The Portfolios are not in default of securities legislation in any of the Jurisdictions.

6. Each Portfolio is an open-ended mutual fund trust that is subject to the provisions of NI 81-102. The securities of each Portfolio are qualified in each of the Jurisdictions pursuant to a simplified prospectus and an annual information form that have been previously filed under securities legislation.

The Reorganization

7. The reorganization of the Marquis Investment Program and the Radiant Strategic Portfolios (the Reorganization) to create a single streamlined wrap program is being proposed to encompass the mergers of products with similar mandates, and thereby eliminate overlap while achieving expense ratio cost-efficiencies for securityholders, to reduce management fees for many securityholders, to change the investment objectives of certain Continuing Portfolios (refer to Schedule D) to better reflect the evolving market environment, and to appoint new sub-advisors and underlying mutual funds designed to enhance the Portfolios.

8. The Filer proposes the following steps in connection with the Reorganization:

(a) To merge the mutual fund (each a Terminating Portfolio) identified under the heading "Terminating Portfolio" in Schedule B into the mutual fund (its Continuing Portfolio) identified beside the name of such Terminating Portfolio in Schedule B (individually, a Current Merger and, collectively, the Current Mergers).

(b) To change the name of certain current Portfolios without a Current Merger (refer to Schedule C).

(c) To change the investment objective of certain Continuing Portfolios as described in Schedule D.

(d) To "exchange" the securities of each series of a Terminating Portfolio for securities of an appropriate series of the applicable Continuing Portfolio. The term "exchange" as used in the context of a Current Merger means that the appropriate series of securities of a Continuing Portfolio is issued to the Terminating Portfolio, which then distributes such securities to its securityholders upon redemption of their securities of the Terminating Portfolio.

More particularly, securities of a series of a Terminating Portfolio will be exchanged for securities of the same series of the applicable Continuing Portfolio except as follows: Series C securities of Radiant High Growth Portfolio will be exchanged for Series A securities of Marquis MultiPartners Equity Portfolio (to be renamed as Marquis Growth Portfolio), Series A securities of Marquis Diversified Defensive Portfolio will be exchanged for newly created Series C securities of Marquis Diversified Balanced Portfolio (to be renamed as Marquis Institutional Balanced Portfolio) and Series I securities of Radiant Bond Portfolio will be exchanged for Series O securities of Dynamic Canadian Bond Fund. While the series name of the applicable Continuing Portfolio differs in these cases from the series name of the Terminating Portfolio, there are no differences between the series and, accordingly, there will be no increase in management fees or any other fees or costs borne by securityholders for such exchanges.

(e) To exchange Series C securities of Radiant Growth Portfolio (which are no longer offered for sale) for Series A securities of such portfolio (to be renamed Marquis Balanced Growth Portfolio).

(f) To no longer offer the Series I securities presently offered pursuant to the simplified prospectus dated February 29, 2008 of each of Radiant All Equity (to be renamed as Marquis Equity Portfolio) and Radiant Growth Portfolio (to be renamed as Marquis Growth Portfolio).

(g) The management fees of an applicable Continuing Portfolio will either be reduced to that of or will remain the same as its Terminating Portfolio(s).

(h) To appoint new sub-advisors and terminate the services of certain existing sub-advisors for certain Portfolios.

(i) To invest in new underlying mutual funds and remove other existing ones for certain Portfolios.

9. The Current Merger is subject to securityholder approval and regulatory approval for the applicable Terminating Portfolios and Continuing Portfolios.

10. Securityholders of each of the Terminating Portfolios and the applicable Continuing Portfolios will be asked to approve their Current Mergers at special meetings of securityholders to be held on or around November 4, 2008 (the Meetings). In connection with the Meetings, the Filer has sent the notice of Meetings, the management information circular (the Circular) and a related form of proxy to the securityholders of the applicable Portfolios (the Meeting Materials). If securityholders approve the applicable Current Mergers and applicable regulatory approvals are received, it is proposed that the Reorganization will occur after the close of business on a date to be determined by the Filer (the Effective Date), currently expected to be on or around November 14, 2008. The Filer may, in its discretion, postpone until a later date (which shall be not later than December 31, 2008) and/or elect to not proceed with any Current Merger or any other steps of the Reorganization.

11. Securityholders will continue to have the right to redeem securities of the Terminating Portfolios up to the close of business on the business day that is immediately before the Effective Date.

12. Three business days before the Effective Date, the Filer will suspend purchases and switches into securities of the Terminating Portfolios.

13. The amendments to the simplified prospectuses and annual information forms regarding the announcement of the Reorganization were filed on SEDAR on behalf of each of