Legal & Regulatory

Kingwest & Company has developed a Business Continuity Plan to respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information.

Our priorities after a significant business disruption are to allow our clients to transact business, recover and resume business operations, safeguard our employees and property, make a financial and operational assessment, and protect the firm’s books and records. We will strive to resume operations as quickly as possible, given the scope and severity of the significant business disruption. if the significant business disruption is so severe that it prevents us from remaining in business, we will assure our clients prompt access to their funds and securities through the facilities of NBIN and other client custodial agents.

Our Business Continuity Plan addresses: data back up and recover; all mission critical systems; financial and operational assessments alternative communications with customers, employees, and regulators; alternate physical location of employees’ critical suppliers, bank, and counter-party impact; regulatory reporting; and assuring our clients prompt access to their funds and securities if we are unable to continue our business.

If, after a significant business disruption, you cannot contact us as you usually do, at (416) 927-7740, please visit this website.

Kingwest & Company has procedures to handle both written and verbal complaints.

If you have a complaint, please submit the details, preferably in writing, to a compliance officer either by email (compliance@kingwest.com), by mail at 86 Avenue Rd, Toronto, Ontario M5R 2H2, or by fax to 416-927-9264.

For confidentiality reasons, we will only communicate with you or an individual who has your express written authorization to speak on your behalf.

Complaint Handling Procedure

Kingwest & Company will acknowledge all complaints within five business days of receiving the complaint. Our acknowledgement letter will include the name, job title, and full contact information of the compliance officer designated to handle this matter. The letter will include a statement indicating that you should contact the designated compliance officer for any inquiries about the status of your complaint. We will provide you with a brochure outlining the options available to you should the resolution of your complaint be unsatisfactory.

We will review all complaints fairly after gathering the necessary information, and we will provide you with our findings in a substantive letter. We will make reasonable effort to respond to all complaints as soon as possible and no later than 90 calendar days from the date of receipt by Kingwest & Company. If we are unable to provide you with the substantive letter within 90 days, and we will provide you with reasons for the delay.

Settlements

In our letter we will either offer to resolve the complaint or deny it. You may have to sign a release. If the case offers a financial settlement, they will be provided with information regarding alternative options including arbitration, litigation, IIROC or OBSI if they are unsatisfied with our response.

This document provides you with information about the Conflicts of Interest policies and procedures of Kingwest & Company (“Kingwest”). It is intended to assist clients in understanding and assessing material potential and actual conflicts of interest, and how the firm addresses them. This is an overview of a complex subject. If you ever have any questions or concerns, whether they involve conflicts of interest or anything else, you should never hesitate to say so and ask your advisor for an explanation; for more information, contact Kingwest at compliance@kingwest.com.

Kingwest provides discretionary investment management services to individuals, families, charitable foundations, and two mutual fund families: the Kingwest Managed Portfolios, Kingwest Avenue Partners L.P. and NEI Investments on their investments in financial markets.

In carrying out its responsibilities, Kingwest and its Employees must always act honestly, in good faith, and in the best interests of clients. This means that the interests of clients must always and in every instance come ahead of the interests of Kingwest or of any personal interest of an Employee.

Kingwest & Company has written policies and procedures in place for identifying and addressing material conflicts of interest.

A “conflict of interest” is considered by the securities regulators as any circumstance where the interests of different parties, such as the interests of a client and those of a registrant, are inconsistent or divergent.

In accordance with NI 31-103, as a registered firm, Kingwest must take reasonable steps to identify existing material conflicts of interest and material conflicts of interest that the Firm, in its reasonable opinion would be expected to arise:

• Between Kingwest, including individuals acting on Kingwest’s behalf, and a client;

• Between clients as a result of competing interests;

• Within Kingwest; and

• With other entities.

Employees are subject to the Kingwest Code of Ethics. Employees are required to read and understand the Kingwest Code of Ethics and abide by both the letter and spirit of the Code.

Employees are required to certify annually that they have read and understand the Kingwest Code of Ethics and that they have complied and will continue to comply with its requirements.

Examples of situations in which a conflict of interest may arise, include but are not limited to, where:

• Kingwest has relationships with related or connected issuers (e.g. Kingwest Pooled Funds & L.P’s);

• Kingwest has relationships with other issuers;

• There are competing interests of clients;

• Kingwest Employees serve on a board of directors;

• Kingwest Employees have outside business activities; and

• Kingwest employs certain compensation

Where an Employee encounters a situation where they know, or believe, a conflict of interest exists or may arise, they should discuss that situation with the Compliance department to determine what appropriate action is to be taken.

Kingwest is an Introducing Broker and National Bank Independent Network (NBIN), is a Carrying Broker. With respect to transactions clients may enter into NBIN will be responsible for trade execution and settlement, custody of cash and securities, the preparation of confirmations and account statements and the financing of client account positions. Kingwest will be responsible for determining the suitability and ensuring appropriate supervision is performed for all trading activity in client accounts.

Kingwest will provide each client account with quarterly statements of the Portfolio. Representatives of Kingwest will be available to meet with the undersigned at his/her (their mutual) convenience, to report on past activities in the Portfolio and to discuss the investment philosophy and investment policy.

Compensation and incentive programs

Our priority is to understand each client's goals, objectives, needs and investment profile

• We do our best to ensure that any recommendation or action is in the client's best interest

• Our compensation structure does not incentivize one product or service over any other

• Neither the firm nor its employees accept any gifts and entertainment that can be exchanged with mutual fund and insurance companies for the purpose of purchasing that investment

• All client and account activity is supervised by qualified individuals who do not receive any commission or benefit from the actions taken.

Personal financial dealings

• Personal financial dealings between employees and clients is strictly prohibited

• We prohibit personal loans between clients and employees except between immediate family members

• We prohibit employees from being a power of attorney, executor or trustee for a client, except where the client is an immediate family member

• We do not permit employees to be beneficiaries on client accounts except where the client is an immediate family member

• Personal financial dealings involving family members are reviewed and supervised by qualified compliance associates

Personal trading and front running

Kingwest personnel may find themselves in situations where their personal interests may be in conflict with those of a client.

Kingwest’s Code of Ethics and related policies and procedures establish basic principles for employee conduct which, among other things, prohibit an employee from:

• Using confidential information acquired in connection with his or her duties

• Accepting gifts, entertainment and compensation that would influence decisions to be taken in the course of performing his or her duties

• Engaging in activities that could interfere or conflict with his or her duties.

Kingwest does not allow any of its personnel to engage in activities outside the scope of their duties, without first ensuring that such activities do not compromise the interests of Kingwest’s clients.

Kingwest’s Code of Ethics is audited regularly by our regulators. It sets out standards for business conduct and establishes personal trading policies and procedures to monitor personal trades of all employees. Every Kingwest employee must obtain prior written approval for trades in securities in personal accounts and accounts over which they have a beneficial interest or control. All employees are required to send all trading records of personal, related person or immediate family for approval by Kingwest Compliance. Personal trading records are reviewed against brokerage statements and trading approvals monthly.

Outside activities

Potential risk to clients: An outside activity could negatively impact the financial advisor's ability to service clients or motivate the advisor to recommend certain products over others.

An “outside activity” is a non Kingwest activity or association in which an employee is involved.

• We limit the types of outside activities in which employees participate

• All permissible outside activities must be approved by a qualified compliance supervisor

• All approved activities are reviewed and reassessed annually by the compliance department

Referral arrangements

• All referral arrangements are reviewed and approved at the head office to ensure clients’ interests are the primary reason for the arrangement

• The details of any referral arrangement must be disclosed to the client

Managed account compensation

The primary business activity of Kingwest is managing portfolios for individuals, corporations, financial institutions and endowments.

Managers are not compensated on trading activity. Compensation is solely restricted to the excellence of investing.

Product offerings

Kingwest offers clients primarily its own proprietary products. Clients are fully informed that these products are proprietary.

Margin Accounts

The general policy of Kingwest is to not carry margin account except under special circumstances at the request of the client. Compliance and UDP approval is required for all client margin accounts.

Managing:

Kingwest must respond to each identified conflict of interest in a fair, equitable and transparent manner, and exercise responsible business judgment influenced only by the best interests of Kingwest’s clients.

Kingwest will provide prior written disclosure of a conflict of interest to a client when there is a reasonable likelihood that the client would consider the conflict important when entering into a proposed transaction and would expect to be informed.

The policy and procedures Kingwest has in place for managing conflicts allows Kingwest and Employees to identify conflicts of interest that should be avoided, to determine the materiality or level of risk that a conflict of interest raises, and to respond appropriately to conflicts of interest.

The three mechanisms that Kingwest will generally use to deal with conflicts of interest are:

• Disclosure: Kingwest will provide clients with information about any conflicts not avoided so that they are capable of independently assessing their significance when evaluating Kingwest services, products, and any actions Kingwest may take.

• Control: Kingwest manage conflicts of interest that are not avoided through oversight with means such as training and supervision, policies and procedures, and compliance monitoring

• Avoidance: Kingwest will avoid conflicts that are prohibited by law as well as conflicts that cannot effectively be addressed and is sufficiently contrary to the interests of a client or the integrity of the capital markets

Canada has comprehensive and extensive securities regulatory rules and regulations, many of which are directed at protecting client and investor interests, including dealing with conflicts of interest. Kingwest is under the jurisdiction of certain regulatory and self-regulatory organizations, including the Canadian Investment Regulatory Organization(“CIRO”) and this document sets out information required by these organizations. Clients may refer to the websites and publications of the provincial securities commissions through the Canadian Securities Administrators (CSA) and Canadian Investment Regulatory Organization(CIRO) for more information on how Canadian securities regulations address conflicts of interest in order to safeguard the investing public.

Disclosure

1. The client shall place certain of the assets of the Portfolio under the management of Kingwest. Kingwest may trade at Kingwest’s complete discretion and on a continuing basis, in securities on behalf of and for the Portfolio as if Kingwest had been instructed by the client to do so.

2. In consideration for services rendered by Kingwest, the client agrees to pay a fee as set out in Schedule ‘B’ of the Investment Management Agreement. Kingwest provides other documents that inform clients of all fees, commissions and other costs that may be incurred on the operation of their account so that they know, in advance, what they will be paying. Kingwest will ensure its product and service offerings, including fees associated with such offerings, are consistent with the overall wealth building objectives of its clients. The Approved Person will ensure that the transaction, account and service fees and costs to be charged are fair and are properly disclosed to the client.

3. Using borrowed money to finance the purchase of securities involves greater risk than using cash resources only. If clients borrow money to purchase securities, it is their responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities declines.

4. The investments made by Kingwest on behalf of the Portfolio may be comprised, in whole or in part, of investments in one or more of the Kingwest Managed Funds and the Kingwest Avenue Partners L.P. The fees charged to the Portfolio, directly or indirectly, in respect of the portion of the Portfolio invested in such Fund(s) will form part of the total fees paid to Kingwest. Kingwest manages each of the Funds comprising the Kingwest Managed Funds and Kingwest Avenue Partners L.P. Kingwest is the distributor of the securities of such Funds and is paid management fees in respect of such Funds based on the respective net asset values as such Funds and, accordingly, each of such Funds is a “related” and “connected” issuer of Kingwest under applicable securities legislation.

5. Investment funds are subject to stringent conflict of interest requirements and oversight mechanisms. Kingwest is required by securities legislation to prohibit transactions where the individual advisor may have an interest or have influence or control.

6. Kingwest has no fixed methods for allocating investment opportunities among its managed portfolios other than it shall endeavour to act fairly towards each managed portfolio having regard to their respective circumstances and investment objectives.

7. Kingwest in performing its duties shall operate in accordance with its best judgement provided that it shall not be liable for any error in judgement or for any loss suffered as a consequence of any action taken or omitted by it except loss suffered or resulting from its own negligence or willful misconduct.

8. Where Kingwest has referral arrangements, Kingwest will fully disclose the arrangement in accordance with regulatory standards.

9. The trade confirmation will disclose whether Kingwest acted as principal or agent for the transaction. In the case of fixed-income securities (which Kingwest usually sells as principal) Kingwest provide clients with a stated yield to maturity so the client can assess the competitiveness of Kingwest pricing.

The following conflict of interest situations will also be disclosed to the client by Kingwest:

• Where one client has guaranteed the account obligations of another client, such that there are potentially conflicting client interests, Kingwest & Company will disclose to the guarantor in writing that the suitability of the transactions in the guaranteed client’s account will not be reviewed in relation to the guarantor’s risk tolerance or investment objectives

• Each confirmation issued for trades involving securities:

a. Of Kingwest & Company or a related issuer to Kingwest, in the course of a distribution or

b. Of a connected issuer of Kingwest

Control

1. Kingwest has discretion or control over transactions in managed accounts. Kingwest has policies and procedures prohibiting recommendations solely for the purpose of generating revenue for Kingwest without any benefit to the client. When Kingwest has discretionary power to manage client accounts, regulations require that Kingwest disclose to them and obtain their specific approval to buy securities of either related or connected companies.

2. Kingwest shall not, without the client’s written consent, knowingly cause the Portfolio to (a) invest in any issuer in which a responsible person is an officer or director, (b) purchase or sell securities of any issuer from or to the account of a responsible person, or (c) make a loan to a responsible person. For the purposes of the foregoing, a responsible person means Kingwest and every individual who is a partner or employee of Kingwest, if such individual participates in the formulation of, or has access prior to implementation to investment decisions made on behalf of or the advice given to clients by Kingwest.

3. Kingwest is required by securities legislation to prohibit transactions where the individual advisor may have an interest or have influence or control.

4. Kingwest may need to select which clients will be offered certain securities if availability is limited.

5. If Client holds an applicable security, Kingwest may be paid by issuers, offerors or others to solicit client’s proxy or vote in their favour with respect to takeover bids, corporate reorganizations, solicitation of proxies and other corporate actions.

6. Kingwest may have access to commercially sensitive or inside information. Confidential information that cannot be publicly disclosed is protected through internal information barriers so that it is not shared and does not influence any retail advisory activities.

Avoidance

Any existing or potential material conflict of interest between Kingwest and/or an Approved Person and the client that cannot be addressed in a fair, equitable and transparent manner and consistent will be avoided (see below). Unless a material conflict of interest has been avoided, the conflict interest will be disclosed to the client in all cases where a reasonable client would expect to be informed.

In addition, Kingwest will avoid material conflict of interest situations:

• Involving confidential, commercially sensitive or material, non-public information which we are prohibited from disclosing to the client and a reasonable client would expect to be provided with this information

• Inconsistent with the interests of the client and/or there is a high risk of harm to the client and the situation cannot be addressed in any fashion to reduce this inconsistency/risk of harm

• A registered representative or investment representative may not engage in another gainful occupation if the specific occupation introduces inappropriate conflicts of interest, disrupts continuous client service or is disreputable

Other Potential Conflicts of Interests:

As well as the potential conflicts of interest we have set out above, there are a number of other potential relevant conflicts that may arise:

• Gifts and entertainment from third parties with which we have active or potential business relationships;

• Directorships with other firms or other organizations;

• Connections to outside political or charitable activities;

• Other outside of Kingwest & Company activities; and

• Interests in the business of a supplier, contractor, competitor etc.

These types of potential conflicts will be monitored and supervised by Kingwest on an internal basis and, if appropriate, will be disclosed to clients.

The units of the Kingwest Managed Portfolios are intended exclusively for Canadian residents. This document is provided for information purposes only to clients or potential clients of Kingwest & Company.

All dollar references herein are in Canadian dollars. Performance data set forth herein is gross of all management fees, unless otherwise stated. The performance data provided assumes reinvestment of distributions only and does not take into account sales, redemptions, distributions, optional charges or income taxes payable by any security holder that would have reduced returns. Management fees, commissions and expenses may all be associated with pooled fund investments such as an investment in units of the Kingwest Managed Portfolios. Pooled fund investments are not covered by the Canada Deposit Insurance Corporation or by any other government deposit insurer.

Past performance is not necessarily a guide to future performance. Unit values change frequently and past performance may not be repeated. The payment of distributions is not guaranteed and may fluctuate. The value of investments and income from them can fall and rise. Investments denominated in foreign currencies are subject to fluctuations in exchange rates, which may have an adverse affect on the value of the investments, sale proceeds and on income.

Units of the Kingwest Managed Portfolios are prospectus-exempt products, and are being offered on a continuous private placement basis in accordance with applicable securities legislation to investors who either invest a regulatory minimum of $150,000, or who meet the definition of “accredited investor” under the applicable Canadian securities legislation.

The S&P/TSX Composite Index Total Return has provided investors with a premier indicator of market activity for Canadian equity markets since its launch in 1977. With approximately 95% coverage of the Canadian equities market, it is the primary gauge for Canadian-based, Toronto Stock Exchange listed companies.

The S&P/TSX Composite Index Total Return is designed to offer the representation of a broad benchmark index.

The Total Return Index Value is based on the aggregate, float quoted market value of the index constituents (Stock Price Index Value) plus their paid dividends/distributions. The S&P 500, or the Standard & Poor’s 500, is an American stock market index based on the market capitalizations of 500 large companies having common stock listed on the NYSE or NASDAQ. It is one of the most commonly followed equity indices, and many consider it one of the best representations of the U.S. stock market.

All content on this website is owned and controlled by Kingwest & Company (“Kingwest”) and certain of the information is protected by copyright laws. You may download content only for your personal use for non-commercial purposes but no modification or further reproduction of the content is permitted. The content may otherwise not be copied or used in any way.

Kingwest will use reasonable efforts to include up-to-date and accurate information on this website, but makes no representations, warranties, or assurances as to the accuracy, currency, or completeness of the information provided. Kingwest shall not be liable for any damages or injury resulting from your access to, or inability to access, this website, or from your reliance on any information provided on this website.

Internet software or transmission problems could produce inaccurate or incomplete copies of various documents when downloaded and displayed on a user's computer.

The information and documents available on this website are not intended to provide specific legal, accounting, investment/financial or tax advice to any user.

This website is intended for use by residents of Canada. This website may provide links or references to other websites. Kingwest makes no representations, warranties or assurances as to any information on such websites and has no responsibility for the content of such other websites and shall not be liable for any damages or injury arising from such content. Any links to other websites are provided as merely a convenience to the users of this website.

The trademarks, service marks, trade names, trade dress and products on this website are protected internationally. No use of any of these may be made without the prior, written authorization of Kingwest, except to identify the products or services of Kingwest.
The sender of any communications to this website or otherwise to Kingwest shall be responsible for the content and information contained therein, including its truthfulness and accuracy.

This website is provided as a service to its visitors. Kingwest reserves the right to delete, modify or supplement the content of this site at any time for any reason without notification to anyone.

Canada’s federal privacy law, the Personal Information Protection and Electronic Documents Act (“PIPEDA”), effective January 1, 2004, requires that Kingwest and Company (“Kingwest”) obtain from all existing, new and prospective clients knowledgeable consent for the collection, use and/or disclosure of his or her personal information.

At Kingwest we have always maintained and used your personal information in the strictest of confidence. To this end Kingwest has policies and procedures that must be followed by all staff. Your personal information is collected, used and disclosed only where it is needed to service your account. This includes:

• Collecting your name, address, telephone number, social insurance number, date of birth and beneficiary information;

• Using information for preparing financial plans and for placing security trades;

• Sharing information with NBIN in order to execute trades on your behalf;

• Sharing information with other companies in order to service your needs such as account transfers, registered transfers and verifying your personal identity.

As well, for regulatory purposes, self-regulatory organizations (“SROs”), including the Investment Dealers Association of Canada to which Kingwest belongs, require access to personal information of current and former clients, employees, agents, directors, officers, partners and others that has been collected or used by Kingwest. SROs collect, use or disclose such personal information obtains from Kingwest for regulatory purposes, including:

• Surveillance of trading-related activity

• Sales, financial compliance, trade desk review and other regulatory audits

• Investigation of potential regulatory and statutory violations

• Regulatory databases

• Enforcement or disciplinary proceedings

• Reporting to securities regulators; and

• Information-sharing with securities regulatory authorities, regulated marketplaces, other self-regulatory organizations and law enforcement agencies in any jurisdiction in connection with any of the foregoing.

If you have any questions regarding how Kingwest collects, uses and discloses your personal information, or if you do not wish to receive information about our services or products, please contact our Privacy Policy Compliance Administrator, Tina Lin at privacy@kingwest.com or at (416) 927-7740 or 1 (800) 850-6393.