Disclosure Statement

The following sets forth in general terms the standards of fairness that Focus will exercise in dealing with you and all other clients.

Focus and its employees shall conduct themselves with integrity and act in an ethical manner in their dealings with you.

Focus shall not knowingly participate or assist in the violation of any statute or regulation governing securities markets. Responsible employees shall exercise reasonable supervision over subordinate employees subject to their control to prevent any violation by such persons of applicable statutes or regulations.

Focus shall exercise diligence and thoroughness when taking any investment action for you, and all other clients, and shall have a reasonable and adequate basis for such actions, supported by appropriate research and investigations. In taking investment action for you, we will consider its appropriateness and suitability for your account.

Focus will manage your account within the guidelines established with each client, as detailed in their Investment Management Agreement.

Focus shall ensure that your account is supervised separately and distinctly from our other client accounts; however, in placing orders for the purchase or sale of securities, we may pool your order with that of another client, or clients.

Transactions for client accounts shall have priority over transactions completed for Focus employees so that employee transactions do not act adversely to your interests.

We shall preserve the confidentiality of information communicated by you, and all other clients, concerning matters within the scope of a confidential relationship.

Focus is registered under National Instrument 31‐103 as a Portfolio Manager in Ontario, Quebec, Manitoba, Saskatchewan, Alberta, British Columbia and Nova Scotia. Focus is also registered as an Investment Fund Manager in the provinces of Ontario and Quebec. Registration as an Investment Fund Manager is only required in Focus’ home jurisdiction (Ontario) as well as in the provinces of Quebec and Newfoundland as long as Focus solicits business and has investors resident in that province. Focus is only required to register as an Investment Fund Manager in all other provinces if the firm conducts activities related to investment fund management from within that province.

Focus has a regulatory obligation to make certain disclosures regarding conflicts of interest. This statement provides information with respect to any conflicts that may exist, or could be expected to arise, between Focus and its clients. A conflict would arise in any situation where there is inconsistency between the interests of a client and those of Focus or any of the firm’s employees. Focus has taken steps to identify all potential conflicts of interest and has established policies to address each situation and provide clients with the necessary disclosure.

A description of the key conflicts that may arise in the course of business for Focus and the manner in which Focus will respond to each one are described below.

Focus employees will not knowingly cause an investment portfolio under management to purchase a security of an issuer for which a Focus employee acts as a partner, officer or director. Also, Focus will not trade a security between a client’s portfolio and either of (i) an account that is controlled by an employee of Focus, or (ii) an investment fund for which Focus acts as an advisor.

Focus employees cannot lend money, extend credit or provide margin as part of their relationship with a client (other than to relatives that may also be clients). Likewise, Focus cannot cause a client portfolio to provide a guarantee or a loan to any employees of the company.

Focus provides discretionary portfolio management and investment counselling services to its clients in accordance with each client’s Investment Policy. Focus may implement a particular client’s Investment Policy by investing the client’s assets in one or more of the FAM Balanced Fund, FAM Registered Balanced Fund, FAM Special Situations Fund, or FAM Enhanced Income Fund, collectively referred to as the Focus Asset Management Pooled Funds (the “Pooled Funds”). Focus is the investment manager for the Pooled Funds.

Focus has not established any referral arrangements and does not offer (or accept) payments to (or from) any third parties for the introduction of potential clients. If such an arrangement is ever put in place Focus would be required to detail the terms of the arrangement in a written agreement between Focus and the person or company that is making the referral. Focus would also have to ensure that certain prescribed details regarding the nature of the referral arrangement are provided to the referred client prior to initiating any services that would result from the referral.

Focus charges its clients a management fee based on a percentage of the total market value of their portfolio at the end of each quarter. Details regarding the fee calculation process and the related management fee schedule are included in Schedule C of your investment management agreement.

When Focus executes a trade, a brokerage commission is typically paid to the broker or dealer (“Dealer”). Client brokerage commissions are those commissions that are paid for out of, or charged to, a client’s account including an investment fund managed by Focus. They are a cost to a client when securities are traded. Focus has the ability to direct client brokerage transactions and the related commissions to a particular Dealer in return for order execution or research goods or services that assist with investment or trading decisions, or with effecting securities transactions, on behalf of Focus clients. It is Focus’ objective to ensure that over time all clients will receive equal benefit from the commission paid to all Dealers. Focus will also make a good faith determination that each Dealer provides a reasonable benefit considering the trade execution provided along with the use of the goods or services provided by the Dealer and the amount of client brokerage commissions it is paid. This determination is made by reviewing commission summary reports along with trade cost analysis calculations made after a block trade is executed by each Dealer and by considering the quality and frequency of material provided to Focus that assist the portfolio managers with their investment decision‐making process.

Focus does not generally compare returns of its clients to a specific benchmark unless the client incorporates such a request in their mandate. The following benchmarks may be provided to clients as part of their review package for information purposes only.

The RBC Broad Bond Index is a broad measure of the Canadian investment‐grade fixed income market, weighted by market capitalization.

The S&P/TSX Composite Index is a widely known equity index of Canadian publicly traded, large‐ capitalization companies.

The S&P 500 Index is a widely known equity index of the 500 leading publicly traded, large‐capitalization companies in the US stock market.

The Canadian and the United States Consumer Price Index are measures for each respective country that examines the weighted average of prices of a basket of consumer goods and services to asses price changes associated with the cost of living.

Focus manages both pooled funds and segregated client accounts (collectively referred to as “Accounts” or individually as an “Account”). It is Focus’ policy to ensure that it deals fairly, honestly and in good faith when allocating investment opportunities (which includes securities traded on public exchanges, private equity issues or participation in an initial public offering) across all Accounts so that no single Account or type of Account will receive preference in the allocation of investment opportunities.

The principal determination when allocating investment opportunities among client Accounts is the suitability of the transaction given each client’s particular investment mandate. When transactions are completed that will affect more than one Account they will be bulked together and executed as one block trade. Once the block trade is completed, or partially completed if the order needs to be executed over more than one trading day, each Account will be given its pro‐rata share of the order so that all Accounts transact at the same price and pay the same rate of commission. If a block trade is completed using more than one Dealer, which results in materially different prices and/or different commission rates, then Accounts will be allocated their pro‐rata share from each of the separate trades.

Where it is not possible to apply a rigid pro‐rata formula when allocating a partially filled block order (for example, if the Dealer is only able to complete a very small portion of the total order) then other criteria will be considered in an attempt to ensure the allocations are fair and reasonable. Such considerations may include: the proportion of the portfolio that the traded security represents, the overall weighting of the asset class or industry sector for the traded security in the Account, the cash reserve position of the Account or the target weighting for the security in relation to the total size of the Account. If, for any reason, an investment opportunity cannot be allocated using a pro‐rata formula that can be applied to all participating Accounts then every effort will be made to address trading inequities at the next opportunity so that every Account will, over time, receive equitable treatment in the allocation of investment opportunities.

When completing pro‐rata allocations, any segregated Accounts that are managed solely for the benefit of an employee of Focus, or an immediate family member, will be filled only after all other Accounts receive their full allocation.

Focus employees trade in the same securities as our clients. While some employees invest directly in pooled funds managed by Focus, others hold securities in Accounts that are segregated and therefore trades will be executed in the same individual securities held by our clients. Where this is the case every attempt is made to have employees trade right alongside clients so that all Accounts are treated fairly.

Focus has created a personal trading policy that employees must adhere to when executing orders for any accounts where they, or an immediate family member, are a beneficial owner or where the employee influences control over the account. The policy has procedures in place that require pre-clearance for all trades and enforce a blackout period where trading is prohibited under certain circumstances. Employees are also obligated to attest on an annual basis to a full and complete list of all accounts that would be subject to this policy.

Focus employees may at times find themselves in a situation where there is a conflict between their own personal interests and those of a client. In order to address these situations Focus has established a Code of Conduct (“Code”) that employees must abide by. Employees must also attest to their knowledge and understanding of the Code on an annual basis. The Code covers a number of potential conflicts; among them are situations involving outside business activities, accepting gifts and entertainment from service providers and the use of confidential information. The Code also incorporates the CFA Institute Code of Ethics and Standards of Professional Conduct.

Focus maintains detailed policies and procedures for handling client complaints which are outlined below. Effective May 1, 2014, the Canadian Securities Administrators implemented a requirement for all registered firms to ensure that the Ombudsman for Banking Services and Investments (OBSI) is made available as an independent dispute resolution or mediation service for all clients that have an eligible complaint. Focus is registered as a Participating Firm with the OBSI.

Any complaints with respect to the services provided by Focus should first be directed to a representative of Focus at:

Focus Asset Management
333 Bay Street, Suite 1630, Box, 19 Toronto, Ontario
M5H 2R2
Phone: 416‐815‐1800
Fax: 416‐815‐1805

When registering a complaint, please tell us what went wrong, when it happened and what you expect (for example, money back, an apology, an account correction).

We will acknowledge your complaint in writing, as soon as possible, but no later than five business days after receiving your complaint. We may ask you to provide clarification or more information to help us resolve your complaint. In order to help us respond as quickly as possible, you should make your complaint as soon as possible after the event that causes the complaint occurs, reply promptly if we ask you for more information and keep copies of all relevant documents, such as letters, emails and notes of conversations with us.