Governance

1 a. Conflict Policy

Introduction

The securities laws of the Province of Ontario require securities dealers and advisers (“registrants”), when they trade in or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are related or connected, to do so only in accordance with particular disclosure and other rules. These rules require dealers and advisers, prior to trading with or advising their customers or clients, to inform them of the relevant relationships and connections with the issuer of the securities. Clients and customers should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal adviser.

In addition, Rule 31-501 of the Ontario Securities Commission requires that where a registrant has an officer, director or principal shareholder that is an officer, director or principal shareholder of another registrant, the registrant shall adopt policies and procedures to minimize the potential for conflict of interest resulting from such relationships. The registrant is also required to disclose to clients in writing the details of such relationships and the policies and procedures adopted to minimize the potential for conflict of interest resulting from such relationships.

General

In its capacity as an advisor providing investment counselling and portfolio management services, Schwaben Capital Group Limited (“Schwaben”), may advise and act for a client in connection with securities transactions where the issuer of the securities or another party to the transaction is a firm or a party having an ownership interest in or some other relationship to Schwaben, or vice versa. Since these transactions and relationships may create, or be perceived to create a conflict between the interests of Schwaben or its associates and the interests of a client, Schwaben is required by securities law to disclose to clients relevant information relating to such transactions and relationships, including the policies and procedures adopted to minimize the potential for conflict of interest resulting from such relationships. These disclosures must be made if Schwaben advises a client, or exercises discretion on a client’s behalf, with respect to securities issued by Schwaben, by a related party or, during an initial distribution, by a connected party. In these situations, Schwaben must disclose its relationship with the issuer of the securities. Schwaben must also make disclosure to a client where it knows or should know that, because of its acting as a client’s adviser, or of its exercising discretion on a client’s behalf, securities will be purchased from or sold to Schwaben, an associated party or, in the course of an initial distribution, a connected party. This disclosure is required to be made by Schwaben to each client initially upon establishment of the client’s account with Schwaben; if there are any significant changes to this disclosure, before effecting a trade for or providing advice to a client; and once in each twelve-month period thereafter. In particular:

1. Where Schwaben advises a client with respect to the purchase or sale of securities in the types of transactions described above, the disclosure must be made prior to giving the advice; and
2. Where Schwaben exercises discretion under a client’s authority in the purchase or sale of securities for the client’s account, it may not exercise that discretion for the types of transactions described above unless it has obtained the client’s prior specific and informed written consent.

The applicable laws set forth detailed definitions of terms such as “associated party”, “connected issuer”, “influential security holder”, and “related issuer” all of which are intended to define relationships which may give rise to, or be perceived to create, a conflict between the interests of Schwaben or individuals, firms or entities associated, connected or related to it, and the interests of a Schwaben client. This statement contains the mandatory disclosure as well as additional information regarding issuers which may not be related or connected as defined for the purpose of the applicable laws but have a connection that Schwaben considers should be disclosed. The current list of parties which Schwaben considers should be disclosed is attached to, and forms part of, this document. Such parties that are issuers of securities are, for convenience, referred to below as “Schwaben Issuers”.

Any individual who is a partner, director, officer, employee or independent contractor of Schwaben, or of any affiliate of Schwaben, who participates in the formulation of, or has access prior to the implementation of, investment decisions made on behalf of, or advice given to a client is referred to below as a “responsible person”.

Relationships, Connections and Policies and Procedures Adopted to Minimize the Potential for Conflict of Interest

1. It is Schwaben’s policy not to advise a client, or exercise discretion on a client’s behalf, with respect to securities issued by Schwaben itself.
2. Schwaben’s portfolio management activities include the sponsorship, creation or management of investment fund products, all of which would be Schwaben Issuers. Where appropriate, in light of a client’s objectives and constraints, Schwaben may recommend the purchase of securities of Schwaben Issuers to its clients, or Schwaben may exercise discretionary investment authority to purchase securities of Schwaben Issuers on behalf of a client, provided always that such securities are suitable as determined by the unique circumstances and needs of the client as set out in the Statement of Objectives and Investment Policy established for the …
3. Directors, officers, employees and independent contractors of Schwaben may, from time to time, hold positions in securities that are also held in client’s accounts.
4. Schwaben will not knowingly cause any client account to:

• Invest in the securities of any issuer in which a responsible person or an associate of a responsible person is an officer or director unless such office or directorship is disclosed to the client and the prior written consent of the client to the investment is obtained;
• Make a loan to a responsible person or to an associate of a responsible person;
• Purchase or sell securities from or to the account of Schwaben, any affiliate of Schwaben or any responsible person, or from or to the account of an associate of a responsible person.

If a client requires further information concerning the relationship between Schwaben and any of the Schwaben Issuers or other entities identified on the attached list, or if a client has any questions, the client should contact Schwaben at its head office at:

Schwaben Capital Group Limited
3811 – One Palace Pier Court
Toronto ON M8V 3W9
Telephone: 416-477-7216
Facsimile:   647-930-6924
Email: aweller@schwaben.ca

Schwaben Issuers and Associates

The following is a list, as at the date above, of parties that may be considered to be related and connected issuers and associates of Schwaben (as well as issuers which may not be related or connected as defined for the purpose of the applicable laws, but have a connection that Schwaben considers should be disclosed) for the purposes of the Statement Concerning Conflicts of Interest with Related Issuers and Connected Issuers and as to Certain Relationships and the Policies and Procedures Adopted to Minimize the Potential for Conflict of Interest Resulting from Such Relationships.

Name of Issuer/Associated Party Nature of Relationship to Schwaben

Schwaben Financial Counsel Inc. Albrecht Weller is President and portfolio manager of Schwaben Capital Group Limited. He is also President of Schwaben Financial Counsel Inc. Schwaben Financial Counsel Inc. is a Life Company that is licensed with the Financial Services Commission of Ontario to sell life, accident and sickness insurance as well as annuities and segregated funds. At times there may be instances where a solution may be a portfolio management solution offered by Schwaben Capital Group Limited or through an annuity, segregated fund or life insurance policy offered by Schwaben Financial Counsel Inc.

1 b. Fairness Policy

Procedures Designed to Ensure Fairness in the Allocation of Investment Opportunities

Schwaben Capital Group Limited (“Schwaben”) is required by law to maintain standards directed to ensuring fairness in the allocation of investment opportunities among its clients and to furnish a copy of its established policies to each client.

When orders for more than one account are entered as a combined order, and transactions are executed at varying prices, Schwaben will endeavor to treat all clients on a basis that is fair and reasonable in the context of the nature of the particular transaction and the transaction costs. This may include calculating a weighted average execution price and commission to be attributed to all accounts having orders included in the combined order. For greater certainty, when trades are bunched or blocked, the policy of Schwaben is to allocate the commissions amongst clients on a pro rata basis.

The principal determination used by Schwaben in allocating investment opportunities amongst its clients is the suitability of purchase and sale transactions as determined by the unique circumstances and needs of each client as set out in the Statement of Objectives and Investment Policy or other document containing the investment objectives and policy established for the client’s account, …

When orders for more than one account are entered as a combined order and less than the total order is executed as a block, Schwaben will generally attempt to make pro-rata allocations based on order size. Schwaben will also take into consideration the proportion of the portfolio (or portfolio section) that the security represents, the weight of the industry or security type in the portfolio (or portfolio section) and the cash reserve position in the portfolio (or portfolio section).

When orders for more than one account are entered as a combined order and the transactions are all executed at the same price, each client account will be given the same execution price.

Subject to market conditions and stock exchange procedures, Schwaben will use its best efforts to ensure that orders are processed and executed on a first-in, first-out basis.

When orders for an initial public offering are entered for more than one account and are completely or partially filled, Schwaben will attempt to the best of its ability to allocate the filled orders on a pro rata basis according to the proportion of the total of all orders submitted by Schwaben for that initial public offering and Schwaben will attempt to the best of its ability to calculate a weighted average execution price and commission to be attributed to all accounts included in orders for that initial public offering.

Schwaben will endeavor to ensure that orders and modifications or cancellations of orders are recorded and are time-stamped.

The foregoing procedures will be revised from time to time in keeping with changes in regulatory requirements and industry practices. In the event of any such revision, Schwaben will, as required, furnish a copy of the revised policies to each client.

1 c. Privacy Policy

Privacy Information

Visitors and clients are assured of our commitment to the safety, security and confidentiality of personal and portfolio information on this web site. We have taken extensive steps to prevent unauthorized access to this information.

Securities laws require us to collect personal information, such as your name, address, birthdate, and Social Insurance Number. This means that we must sometimes share information with others (such as outside vendors who provide trading, custody, record keeping and performance reporting services, for your portfolio). These vendors are only transmitted information that is as required by governing provincial securities commissions and other regulatory and government entities.

Our primary goal in collecting personal information is to provide you with a smooth, efficient and customized experience. This allows us to provide features that meet your needs, and to customize our service to make your experience easier.

Electronic privacy is a vital element in the ongoing success of the Internet. The information you enter here will be kept in strict confidence and will never be sold or rented.

This privacy statement applies only to our site. Links to other sites will have their own statement of privacy and should be read during your visit.

Cookies

You should be aware that, like most commercial web sites, we use what is known as “cookie” technology. A cookie is a non-executable piece of data that a web site can send to a user’s browser when the user links to that site. By assigning a unique date element to each visitor, the web site is then able to recognize repeat users, track usage patterns and better serve you when you return to that site. The cookie does not extract personal information about you. Most browsers provide a simple procedure that will enable you to control whether you want to receive cookies by notifying you when a web site is about to deposit a file.

Some of our business partners use cookies on our site. However, we have no access to or control over these cookies.

Log Files

We use IP addresses to analyze trends, administer the site, track user’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Security

This web site takes every precaution to protect users’ information. When you submit sensitive information via the web site, your information is protected both on-line and off-line.

While we use encryption to protect sensitive information online, we also do everything in our power to protect information off-line. Access to all our users’ information is restricted in our offices. Only employees who need the information to perform a specific job (for example, our billing clerk or a customer service representative) are granted access to personally identifiable information. [Our employees must use password-protected screensavers when they leave their desk. When they return, they must re-enter their password to re-gain access to your information.] Furthermore, all employees are kept up to date on our security and privacy practices. Every quarter, as well as any time new policies are added, our employees are notified and/or reminded about the importance we place on privacy, and what they can do to ensure our customers’ information is protected. Finally, the servers that we use to store personally identifiable information are kept in a secure environment.

Site and Service Updates

We also send the user site and service announcement updates which contain important information about the service. We communicate with the user to provide requested services and in connection with issues relating to their account via e-mail or telephone.

Correction/Updating Personal Information

If a user’s personally identifiable information changes, or if a user no longer desires to use our services, we will endeavor to provide a way to correct, update or remove that user’s personal data provided to us.

Notification of Changes

If we decide to change our privacy policy, we will post the date of the last change so that you are always aware of what information we collect, how we use it, and under what circumstances we disclose it.

If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

Your Consent

By using this web site, you consent to the collection and use of your personal information by Schwaben Capital Group Limited, its subsidiaries, subscribers, affiliates, partners and associated businesses.

Please feel free to raise any questions and comments about privacy. Please see our contact us page to get in touch.

1 d. Schwaben Policies & Procedures

Introduction

The Schwaben Capital Group Limited (“Schwaben”) Policies & Procedures Manual is designed to outline Schwaben’s policies, procedures, monitoring, and control practices relating to the management of investment funds for our clients. These practices have been created to ensure that the highest standards of governance are met in the ongoing management of all investment funds. They are designed to ensure that we are operating in the best interests of all our clients by avoiding any conflict, or potential conflict, between the policies and objectives of our clients and those of Schwaben.

The Schwaben Capital Group Limited (“Schwaben”) Policies & Procedures Manual is designed to outline Schwaben’s policies, procedures, monitoring, and control practices relating to the management of investment funds for our clients.

These practices have been created to ensure that the highest standards of governance are met in the ongoing management of all investment funds. They are designed to ensure that we are operating in the best interests of all our clients by avoiding any conflict, or potential conflict, between the policies and objectives of our clients and those of Schwaben.

Schwaben seeks to meet its duty of care, due diligence and compliance with the law, codes and standards of professional conduct of industry-related governing bodies (e.g., the Ontario Securities Commission, the Toronto Stock Exchange, the U.S. Securities and Exchange Commission, CFA Institute, IFIC, etc.), accepted industry practice and fair dealing. It is a requirement of employment applied to all Associates of Schwaben and other Access Personnel to be knowledgeable of, and to act in compliance with, legal and regulatory requirements as they relate to their responsibilities and their actions on behalf of Schwaben. To the extent that any Associate lacks such knowledge or has any doubts relating to any issues or situations that may arise, it is the responsibility of the Associate and Access Personnel to seek the assistance of the Compliance Officer.

The spirit, as well as the letter, of this Manual must be observed. For greater clarity observance of the precise wording of the principles, procedures and rules does not suffice where there is a clear breach of the spirit. The highest level of personal integrity is expected of all Associates. This Manual applies to all Schwaben Associates and other Access Personnel.

To obtain a complete copy of the Schwaben Policy and Procedures, please contact us at Schwaben Capital Group Limited.