IRC Report

Corporate Governance Practices:

At Goodwood we are firmly committed to providing investors with a level of governance that instills business ethics in all areas of our firm.  We believe that appropriate governance begins with communication and we promote a large degree of transparency to our investors. To ensure that investors’ interests are protected, Goodwood has adopted practices to meet regulatory requirements and maintain the highest standards of compliance through defined and specific measures:.

Maintaining High Regulatory Standards

Goodwood takes careful and controlled measures to ensure our investors’ interests are protected.

1. Goodwood is a licensed member with the Investment Industry Regulatory Organization of Canada (IIROC)

Goodwood Inc. is a registered investment dealer and has been a member of the Investment Industry Regulatory Organization of Canada (IIROC) since 1999. As Canada’s national self-regulatory organization for the securities industry, IIROC regulates the activities of its members in terms of their capital adequacy and conduct of business. To qualify as a Member firm, Goodwood must meet stringent capital requirements, demonstrate an ability and willingness to conduct business in a manner consistent with the by-laws, rules and regulations of the Association, and be subject to ongoing supervision. Investment professionals at Goodwood are registered with IIROC and respective securities commissions, and therefore fall subject to regulatory matters such as proficiency, record keeping and capital requirements.

For more information http://www.iiroc.ca

2. Goodwood is a member of the Alternative Investment Management Association (AIMA)

The Alternative Investment Management Association (AIMA) represents the global alternative investment community, working closely with regulators to promote and control the use of alternative investments. Goodwood Inc. is a proud founding member of AIMA Canada, supporting the objectives to increase investor education, transparency and promote due diligence and related best practices.

For more information http://www.aima-canada.org

3. Goodwood is a member of the Canadian Investor Protection Fund (CIPF)

Goodwood Inc. has been a member of the Canadian Investor Protection Fund (CIPF) since 1999. As an IIROC member, the CIPF ensures, within defined limits, that your cash and securities are protected against the unlikely event of bankruptcy.

For more information http://www.cipf.ca

Transparency & Communication Standards

Goodwood believes that superior governance should be used as a primary method for communicating our investment philosophy and reporting our progression to investors. This transparent structure also acts to our own benefit, as we operate with the belief that informed investors become long term investors.

Full and detailed transparency is available to each unit holder upon request. In addition to this we emphasize the importance of open and continuous investor communication. For this reason, on the first business day of each month we send out a report (via email) of the funds’ net asset value, detailed review of fund performance vs. underlying benchmark and quantitative statistics. Included is a monthly manager commentary that provides a snapshot of the portfolio and related events. Investors also receive account statements, semi-annual financial statements and an audited annual financial report.

Independent Third Party Organizations

Goodwood has engaged Citigroup Fund Services Canada, Inc., as an independent third party organization responsible for daily administration, investor record keeping, fund valuation and reporting. All assets for the Goodwood Fund and Goodwood Capital Fund are held in custody at National Bank. Audits conducted annually by KPMG, LLP are performed on the Goodwood Fund and Goodwood Capital Fund.  In addition, Goodwood may be subject to other annual audits from regulatory bodies such as the Ontario Securities Commission, IIROC and the Canadian Investor Protection Fund.

Complaint Process

Goodwood is committed to resolving your concern in a fair and timely manner.  Should you have a concern or complaint with our products or services, please advise us of the situation by contacting:

Katie Sherkey, Chief Compliance Officer
Goodwood Inc.
212 King St West, Suite 201
Toronto, Ontario M5H 1K5
Phone:  416-203-2522
Fax: 416-203-0734
Email: ksherkey@goodwoodfunds.com

The Chief Compliance Officer is also the Designated Complaints Officer and will take all actions required to assemble material necessary to fully understand your issue and formulate a recommended solution in a timely manner.

Please click here for a copy of Goodwood’s Complaint Handling Procedures.