GCIC Ltd. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from investment prohibition in subsection 4.1(1) of NI 81-102 to permit certain mutual funds to purchase securities under a private placement where the issuer is not a reporting issuer in any of the jurisdictions -- relief conditional on the fund complying with subsection 4.1(4)(a), (c)(ii) and (d) which include approval by the mutual funds' independent review committee.

Applicable Legislative Provisions

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

April 13, 2012

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

GCIC LTD. ("GCICL") and

SCOTIA ASSET MANAGEMENT L.P.

("SAM" and, collectively with GCICL, the "Filers")

AND

THE MUTUAL FUNDS LISTED IN SCHEDULE A

(collectively, the "Funds")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers on behalf of the Funds for a decision under the securities legislation of the Jurisdiction of the principal regulator ("Legislation") for an exemption from subsection 4.1(1) of 81-102 -- Mutual Funds ("NI 81-102") to enable the Funds to purchase common shares (the "Securities") of The Williams Companies, Inc. (the "Issuer"), a non-reporting issuer in the Jurisdictions (as defined below), during the 60-day period (the "60-Day Period") following the period of distribution of the Issuer's Securities pursuant to a private placement offering (a "Private Placement"), notwithstanding that Scotia Capital Inc. (the "Related Underwriter") acted as an underwriter in connection with the Private Placement (the "Requested Relief").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission ("OSC") is the principal regulator for this application, and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the "Jurisdictions").

Interpretation

Unless otherwise defined herein, terms defined in National Instrument 14-101 Definitions, NI 81-102 and National Instrument 81-107 Independent Review Committee for Investment Funds ("NI 81-107") have the same meaning in this application.

Representations

1. GCICL is a corporation existing under the laws of the Province of Ontario, is registered with the OSC as a portfolio manager in the category of adviser, is further registered in that category in each of British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick, Prince Edward Island and Nova Scotia and is registered as a commodity trading manager and investment fund manager with the OSC.

2. SAM is a limited partnership established under the laws of Ontario and is registered as a portfolio manager, investment fund manager, exempt market dealer and commodity trading manager in Ontario; as a portfolio manager and exempt market dealer in British Columbia, Alberta, Manitoba, Quebec, New Brunswick, Nova Scotia, and Newfoundland and Labrador; and as a portfolio manager in Saskatchewan, Prince Edward Island and Yukon.

3. GCICL and SAM are affiliates.

4. GCICL is the manager, trustee (where applicable), principal distributor, registrar, and portfolio adviser of each Fund listed in Column 1 of Schedule A.

5. SAM is the manager, trustee, registrar and portfolio manager of each Fund listed in Column 2 of Schedule A and has appointed GCICL as the sub-advisor to each of those Funds.

6. Each of the Funds is an open-ended mutual fund trust or corporation established under the laws of the Province of Ontario. The securities of each of the Funds are qualified for distribution in the Jurisdictions pursuant to simplified prospectuses and annual information forms prepared and filed in accordance with the securities legislation of the Jurisdictions.

7. Each Filer is currently a "dealer manager" with respect to the Funds for which they act as a portfolio manager and/or portfolio advisor and each Fund is "dealer managed mutual fund", as such terms are defined in Section 1.1 of NI 81-102.

8. Neither the Filers nor any Fund is in default of securities legislation in any of the Jurisdictions.

9. Each Filer has appointed an independent review committee ("IRC") under NI 81-107 for each of the Funds that they manage.

10. The Private Placement, which was marketed on an underwritten basis in connection with a public offering of Securities in the United States (collectively with the Private Placement, the "Offering"), closed in April, 2012.

11. According to the Canadian offering memorandum for the Private Placement dated March 29, 2012:

(a) the Offering was for 26,000,000 Securities at a price of US$30.59 per Security;

(b) the Related Underwriter and its U.S. affiliate had a 3% interest in the Offering;

(c) the underwriters for the Offering ("Underwriters") were granted an option (which was subsequently exercised) to increase by 3,900,000 the number of Securities being offered;

(d) the Underwriters' fee of US$ 0.9177 per Security sold in the Offering was equal to the difference between the amount the Underwriters paid the Issuer for each Security and the initial price of the Security to the public; and

(e) the net proceeds of the Offering will be used to purchase additional common units of Williams Partners L.P and any net proceeds not used for such purpose will be used for general corporate purposes.

12. The investment objective of each Fund permits an investment in the Securities.

13. Despite the affiliation between a Filer and the Related Underwriter, they operate independently of each other. In particular, the investment banking and related dealer activities of the Related Underwriter and the investment portfolio management activities of each Filer on behalf of the Funds are separated by "ethical" walls. Accordingly, no information flows from one to the other concerning their respective business operations or activities generally, except in the following or similar circumstances:

(a) in respect of compliance matters (for example, a Filer and the Related Underwriter may communicate to enable the Filer to maintain an up to date restricted-issuer list to ensure that the Filer complies with applicable securities laws); and

(b) a Filer and the Related Underwriter may share general market information such as discussion on general economic conditions, bank rates, etc.

14. As the Related Underwriter participated in the Private Placement, the investment prohibition contained in subsection 4.1(1) of NI 81-102 (the "Prohibition") restricts the Funds from making certain investments in the Securities during the 60-Day Period, which can result in the applicable Filer incurring extra costs, which are ultimately borne by the Funds, to substitute investments for those that it is prohibited from purchasing.

15. The Funds would not be restricted by the Prohibition if, in accordance with subsection 4.1(4) of NI 81-102, certain conditions are met, including that the distribution is made by a prospectus filed in one or more of the Jurisdictions and the IRC of the Funds has approved the transaction in accordance with subsection 5.2(2) of NI 81-107.

16. As a prospectus was not filed in any Jurisdiction in connection with the Private Placement the Funds cannot rely on the exemption from the Prohibition contained in subsection 4.1(4) of NI 81-102. However, the Securities trade on the New York Stock Exchange and the Filers will comply with subparagraphs 4.1(4)(a), (c)(ii) and (d) of NI 81-102 when purchasing Securities.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Requested Relief is granted provided that at the time of each purchase of Securities by a Fund during the 60-Day Period:

(a) the investment will be in compliance with the investment objectives of the Fund;

(b) the Fund has an IRC that complies with NI 81-107;

(c) the IRC of the Fund will have approved the investment in accordance with subsection 4.1(4)(a) of NI 81-102 and with NI 81-107; and

(d) the Fund complies with paragraphs 4.1(4)(c)(ii) and 4.1(4)(d) of NI 81-102.

SCHEDULE "A"

List of Funds