One Financial All-Weather Profit Family Inc. -- s. 158(1.1) of the OBCA

Headnote

Order pursuant to subsection 158(1.1) of the Business Corporations Act (Ontario) that an offering corporation is authorized to dispense with its audit committee -- Issuer is a family of corporate class investment funds -- Issuer exempt from audit committee requirements of Multilateral Instrument 52-110 Audit Committees -- Relief conditional upon issuer continuing to satisfy the criteria for relief from audit committee requirements of MI 52-110 or a successor instrument.

Ontario Legislative Provisions Cited

Business Corporations Act,R.S.O. 1990, c. B.16, ss. 158(1.1).

Multilateral Instrument 52-110 Audit Committees.

National Instrument 81-106 Investment Fund Continuous Disclosure.

National Instrument 81-107 Independent Review Committee for Investment Funds.

October 2, 2012

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B. 16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

ONE FINANCIAL ALL-WEATHER PROFIT FAMILY INC.

ORDER

(Subsection 158(1.1) of the OBCA

UPON the application of ONE Financial All-Weather Profit Family Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 158(1.1) of the OBCA for a determination that the Applicant be authorized to dispense with an audit committee;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a mutual fund corporation incorporated under the OBCA on September 21, 2012.

2. The Applicant is an investment fund under applicable securities legislation.

3. None of the Applicant, ONE Financial Corporation, any of the Funds (defined below) or any of the Investment Pools (defined below) is in default under any applicable securities legislation in any of the provinces or territories of Canada.

4. ONE Financial Corporation has launched a family of open-end commodity pools (the "Funds") pursuant to a preliminary long form prospectus (the "Prospectus") dated December 29, 2011, as amended and restated on July 13, 2012, which has been filed with the securities regulatory authority in each of the provinces and territories of Canada.

5. Each Fund may directly invest in one or more investment trusts (the "Investment Pools") or may gain indirect exposure to such Investment Pools by way of a forward agreement.

6. No securities of the Applicant, the Funds or the Investment Pools will be listed for trading on a stock exchange.

7. ONE Financial Corporation will be appointed manager of the Funds and the Investment Pools pursuant to a management agreement between ONE Financial Corporation and the Applicant. ONE Financial Corporation is a corporation incorporated under the laws of the province of Ontario having its head office in Toronto, Ontario. ONE Financial Corporation is registered as an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager with the Commission. ONE Financial Corporation is not a reporting issuer in any province or territory of Canada.

8. Multilateral Instrument 52-110 -- Audit Committees does not apply to reporting issuers that are investment funds.

9. The Applicant is subject to the investment fund specific continuous disclosure and conflict of interest rules found in National Instrument 81-106 -- Investment Fund Continuous Disclosure and National Instrument 81-107 -- Independent Review Committee for Investment Funds.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the Applicant's shareholders,

IT IS ORDERED, pursuant to subsection 158(1.1) of the OBCA, that the Applicant is authorized to dispense with an audit committee so long as the Applicant remains an investment fund under applicable securities legislation.