Annual Report of the Independent Review Committee ( IRC ) of the Fiera Closed-end Funds
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1 Annual Report of the Independent Review Committee ( IRC ) of the Fiera Closed-end Funds January 29, 2016 IRC Annual Report to: Securityholders in the Fiera Closed-end Funds group of funds (the Funds ) as listed at the end of this report Dear Securityholders, In accordance with National Instrument Independent Review Committee for Investment Funds ( NI or the Instrument ), the former manager established an Independent Review Committee (the Committee or IRC ) for the Funds on November 2, On September 2, Fiera Capital Corporation ( Fiera or the Manager ) acquired Propel Capital Corporation ( Propel or the former manager ) of the Funds (the Acquisition ). As a result of the Acquisition, Propel underwent a change of control, and therefore all of the existing members of the Propel Independent Review Committee ceased to be members of the IRC. The Manager re-appointed the same members to the IRC effective as of the date of the Acquisition for a period of one year. In light of the Acquisition and change of manager, the IRC decided it was appropriate to change the name of the IRC from Propel Independent Review Committee to Fiera Closed End Funds Independent Review Committee. The IRC has functioned in accordance with the applicable securities laws and is composed of three individuals, each of whom is independent of the Fund, the Manager and each entity related to the Manager (as defined in the Instrument). The IRC is pleased to publish its annual report to securityholders, covering the period from January 1, 2015 to December 31, 2015 (the Reporting Period ). Mandate of the IRC In accordance with the Instrument, the mandate of the IRC is to consider and provide recommendations to the Manager on conflicts of interest to which the Manager may be subject when managing the Fund. The Manager is required under the Instrument to identify potential conflicts of interest inherent in its management of the Fund, develop written policies and procedures guiding its management of those conflicts and request input from the IRC on those written policies and procedures, hereinafter referred to as the Conflict of Interest Matters manual. When a conflict matter arises, the Manager must refer its proposed course of action in respect of such conflict to the IRC for its review. While certain matters require the IRC s prior approval, in most cases the IRC will provide a recommendation to the Manager as to whether or not, in the opinion of the IRC, the Manager s proposed action provides a fair and reasonable result for the Fund. For recurring conflict of interest matters, the IRC can provide the Manager with Standing Instructions ( SIs ) that enable the Manager to proceed with certain matters without having to refer them to the IRC each time for approval, providing the Manager deals with the conflicts in accordance with the SIs. The IRC is empowered to represent the best interest of the Fund in any matter where the Manager has referred a conflict of interest matter to it. In those cases, it has sought to ensure that the Manager s proposed course of action represents a fair and reasonable result for the Fund. Composition of the IRC Toronto, M4W 3R8 1
2 The current members of the IRC, and their principal occupations, are as follows: Name and municipality of residence Principal Occupation Term of Office Gerry O Connor, Toronto, Ontario Chair Mark Leung, Toronto, Ontario President, Blackrock Corporate Services Corporate Controller, Capital Investment Group Inc. Initial Appointment: September 2, until December 31, 2017 with effect Initial Appointment: September 2, until December 31, 2016 with effect Michael Boyd, Toronto, Ontario Corporate Director Initial Appointment: September 2, until December 31, 2017 with effect Gerry O Connor s term was renewed on October 16, 2015 with effect from September 2, 2015 to December 31, Michael Boyd s term was renewed on October 16, 2015 with effect from September 2, 2015 to December 31, Mark Leung s term was renewed on October 16, 2015 with effect from September 2, 2015 to December 31, Compensation and Indemnification Review of Compensation At least annually, the IRC reviews its compensation giving consideration to the following: the nature and complexity of the investment fund for which the IRC acts; the nature and extent of the workload of each member of the IRC, including the commitment of time and energy expected from each member; the number of meetings required by the IRC including special meetings to consider conflict issues brought to the committee; industry best practices, including industry averages and surveys on IRC compensation; and the complexity of the conflict issues brought to the IRC. Members Fees In aggregate the IRC members earned $26,250 in 2015, plus applicable taxes. Indemnities Granted Toronto, M4W 3R8 2
3 The Fund and the Manager have provided each IRC Member with a contractual indemnity in keeping with NI No payments were paid to the IRC Members pursuant to this indemnity by the Fund or the Manager during the Reporting Period. Disclosure of IRC Members Holdings As at December 31, 2015, the IRC Members did not beneficially own, directly or indirectly: any units in the Fund; any interests in the former Manager or the current Manager; or any interests in a company or person that provides services to the former Manager or the current Manager or the Fund. Decisions and Approvals On February 10, 2015 the Manager proposed to execute an inter-fund trade for a debenture; Data & A-V Enterprises 9.50% Apr. 29, 2018 (the Debenture ).from the CHFY Trust to the Diversified Convertibles Fund (the Funds ). After making reasonable enquiry, the IRC concluded that the proposed inter-fund trade would achieve a fair and reasonable result for each of the Funds. The IRC based their decision on the representations of the Manager through the materials provided to the IRC. Shortly thereafter, the IRC provided Fiera with a standing instruction, SI No 3, with regards to inter fund trades. On May 12, 2015 the Manager proposed making a secondary offering of units in its Investment Grade Infrastructure Bond Fund. After making reasonable enquiry, the IRC concluded that the proposed secondary offering of units in the Investment Grade Infrastructure Bond Fund would achieve a fair and reasonable result for the Investment Grade Infrastructure Bond Fund. The IRC based their decision on the representations of the Manager through the materials provided by the Manager to the IRC. On November 5, 2015 the Manager proposed making a secondary offering of units in its Canadian Preferred Share Trust. After making reasonable enquiry, the IRC concluded that the proposed secondary offering of units in its Canadian Preferred Share Trust would achieve a fair and reasonable result for the Canadian Preferred Share Trust. The IRC based their decision on the representations of the Manager through the materials provided by the Manager to the IRC. The Committee made no further decisions or approvals during the Reporting Period. Standing Instructions Approved The IRC has approved three Standing Instruction (SI), each of which constitute a written approval or decision from the IRC that permits the Manager to proceed with the specific action(s) set out in the SI on an ongoing basis, without having to refer the conflict of interest matter or its proposed action to the IRC, provided that the Manager complies with the terms and conditions of the SI. In each case, the SI requires that the Manager comply with its related policy and procedures and to report periodically to the IRC. The Manager relied on the SIs Nos. 1, 2 and 3 during the Reporting Period. Standing Instruction No. 1: Omnibus. This SI deals with a number of conflict of interest matters including: 1. Fees and Expenses 2. Trade Allocations 3. Portfolio Pricing Issues Toronto, M4W 3R8 3
4 4. Pricing Errors and other Errors 5. Best Execution 6. Voting proxies 7. Changing sub-advisors 8. Outsourcing to Third-Party Services 9. Personal Trading 10. Client Complaints 11. Investing in related issuers 12. Services provided by related parties Standing Instruction No. 2: Related Party Issues: Trades in securities of related issuers Standing Instruction No. 3: Related Party Issuers: Inter-Fund Trades Manager s Reports on its Standing Instructions In all cases, the IRC gave Fiera standing instructions to follow its policies and procedures related to the applicable conflicts of interest matters in all material respects and to report to the IRC Committee on a periodic basis. In accordance with the Instrument, the Manager provided written reports to the IRC describing its reliance on the SIs during the Reporting Period. Funds served by the IRC Canadian Convertibles Plus Fund Canadian Preferred Share Trust Diversified Convertibles Fund Canadian High Yield Focus Fund CHYF Trust Strategic Income Allocation Fund SIA Trust North American REIT Income Fund North American Preferred Share Fund Senior Secured Floating Rate Loan Fund Investment Grade Infrastructure Bond Fund Real Asset Income and Growth Fund This report is available on the Manager s website at under any of the Funds or you may request a copy, at no cost to you, by contacting Fiera by telephone at or by at retailmarkets@fieracapital.com. This document and other information about Fiera and Funds are also available at Signed by, Gerry O Connor Gerry O Connor, Chair Toronto, M4W 3R8 4
5 Schedule of IRC Members who sit on IRCs for other Fund Families Michael Boyd serves as a member of the Independent Review Committees for the following fund: Investment funds that are reporting issuers managed by Onex Credit Partners, LLC Toronto, M4W 3R8 5
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