I.A. Michael Investment Counsel Ltd. (the “Manager”) is the manager of the ABC Fully-Managed Fund, ABC Fundamental-Value Fund and the ABC American-Value Fund (each, a “Fund” and together, the “Funds”). Related and Connected Issuers The Manager engages in activities as investment fund manager, portfolio manager and exempt market dealer in respect of securities of related or connected issuers. We will do so, however, only in compliance with applicable securities legislation. The securities legislation of certain jurisdictions in Canada require dealers and advisers, when they trade in or advise with respect to their own securities or securities related to them, 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. Investors should refer to the applicable provisions of securities legislation for the details of such provisions and their rights or consult with a legal advisor. As an exempt market dealer, we sell securities of the Funds and related and/or connected investment funds in accordance with the applicable laws, and are not remunerated for acting in that capacity. We are the investment fund manager and portfolio manager of the Funds. Each Fund pays a management fee to the Manager. Due to the foregoing relationships, each of the Funds may be considered a related and/or connected issuer of the Manager under applicable securities legislation. The Manager and its respective principals and affiliates may not devote their time exclusively to the management or portfolio management of the Funds. Consequently, we may have conflicts of interest in allocating management time, services and functions to the Funds. Accordingly, certain opportunities to purchase or sell securities or engage in other permissible transactions may be allocated among the Manager’s clients. The Manager will, however, allocate available transactions among the Funds and other clients in a manner believed by the Manager to be fair and equitable. Fair Allocation Policies It may be determined that the purchase or sale of a particular security is appropriate for more than one Fund. As a result, Fund orders may be aggregated or “bunched” when placing orders for the purchase or sale of securities. The Manager may pool a Fund’s order with that of another Fund or Funds since placing a number of separate, competing orders may adversely affect the price of a security. Therefore, where appropriate, when bunching orders, and allocating block purchases and block sales, it is the Manager’s policy to treat all Funds fairly and to achieve an equitable distribution of bunched orders. All new issues of securities and block trades of securities will be purchased for, or allocated amongst, all applicable accounts of the Manager’s Funds in a manner it considers to be fair and equitable. In general, it is the Manager’s policy to allocate securities proportionately to the size of the Fund and at the same average price. Personal Trading The Manager has adopted a policy to limit, monitor and, in certain instances, restrict personal trading by the officers and employees of the Manager. This is done to ensure that there is no conflict between such personal trading and the interests of the investment funds managed by the Manager. Soft Dollar Arrangements Soft dollar arrangements occur when brokers have agreed to provide other services (relating to research and trade execution) at no cost to the Manager in exchange for brokerage business from the Manager’s investment funds. The Manager may enter into such arrangements in accordance with industry standards when it is of the view that such arrangements are for the benefit of its clients. Referral Arrangements The Manager may enter into referral arrangements whereby the Manager pays a fee for the referral of a client to the Manager or to the Funds. No such payments will be made unless the referred investors are advised of the arrangement and all applicable securities legislation are complied with. Ongoing Conflicts of Interest Review We are quite comfortable with our ABC Funds “Statement on Conflicts of Interest”. Our compliance team, however, is constantly reviewing any potential issues that might arise and negatively impact the best interests of our clients. As a result, we are continuously monitoring, updating and remedying any possible conflicts of interest and will incorporate them expeditiously into our Compliance Manual and day to day business operations. Irwin A. Michael, President I.A. Michael Investment Counsel Ltd.
