There will be no competing interests of Clients. To assure you that we are fully committed to serving and protecting our Clients, Black Swan Dexteritas Inc. (“BSD”)  has developed a dedicated Conflict of Interest Policy documented in BSD Policies and Procedures Manual (available upon request).  All outside business activities and shareholdings have been disclosed to the regulators.

BSD expects that all employees will avoid any activity, interest or association which might interfere or appear to interfere with the independent exercise of their judgment in the best interests of the firm, its Clients and the public. Employees must avoid any situation in which their personal interests are in conflict with their duties at the firm.

When an employee knows a conflict of interest exists or is perceived to exist, all details of the conflict of interest are to be provided to the CCO immediately. If an employee is uncertain as to whether a conflict of interest exists or could arise, the matter should be directed to the CCO. The CCO is responsible for resolving conflicts of interest.

A conflict of interest occurs whenever interests of BSD or an employee could conflict with those of a Client or where BSD or an employee have obligations to more than one party whose interests are different. Examples of conflict-of-interest situations include:

• director positions of an issuer held by an employee, where the Client may receive confidential or market sensitive information. In such a case, the employee will have a duty to the issuer to keep the information confidential and not use the information for personal benefit or to benefit Clients; or
• dealing as principal, where the Client and the firm have opposite interests in terms of the price of the transaction.

NI 31-103 takes a principle-based approach to conflicts. Under s. 13.4 of NI 31-103, BSD must take reasonable steps to identify existing and potential material conflicts that it would expect to arise, between BSD or its employees and a Client. Material conflicts of interest will be disclosed in the best interest of the Client. All employees who have dealings with Clients must report to the Chief Compliance Officer (“CCO”) any situation that might give rise to a real or perceived conflict of interest, including but not limited to:

• outside (business) activities;
• outside activities by a spouse or other relative living in the same residence;
• shareholdings in an issuer of greater than 10% of the issued shares on a fully diluted basis, whether voting or not;
• family affiliation with the controlling management or ownership of an issuer;
• lawsuits or other significant adversarial actions against an issuer, no matter who initiated them;
• information about any undisclosed interests or business of the firm or an employee that a Client would reasonably expect to be told to make an informed decision about a recommendation.

When a conflict or perceived conflict has been identified, the CCO must manage the issue. There are three methods of managing conflicts or perceived conflicts of interest:

1. disclosure of the conflict to the Client;
2. supervision to ensure any party with the conflict acts only in the Clients best interests;
3. refraining from conducting the business that results in the conflict.

If the conflict is managed through disclosure, the disclosure and delivery of it to the Client must be documented. For a Client, the documentation can be maintained in the Client file; where it involves several unrelated Clients, it can be maintained in the representative’s file or identified in the Client relationship disclosure information.

If the conflict is managed through supervision, the procedures can be maintained in the Client file where only a single Client is affected. Where the conflict involves several unrelated Clients, the procedures implemented to protect Clients must be documented.

If BSD or its employees refrain from conducting business, all parties must be notified, and the decision must be approved and documented by the CCO. Business may continue if the conflict has been addressed in the best interest of the Client and continuation approved by the CCO.

Generally, whenever a conflict-of-interest matter arises, and before taking any action in the matter, BSD will determine what action it proposes to take in respect of the matter, having regard to its duties under securities legislation (including its standard of care); and its written policies and procedures on the matter.

CONFLICT OF INTEREST DISCLOSURE

BSD has taken reasonable steps to identify existing and foreseeable material conflicts of interest in its current business structure and activities including between the firm and its Clients and/or anyone acting on BSD’ behalf.

Disclosure of material conflicts will note the nature and extent of the conflict; the potential impact and risks that the conflict can create; and how it will be addressed. It is important that Clients read BSD’ conflict of interest disclosures. This Policy will be posted on the BSD site so that it easily accessible and Clients can read updates.

PROPRIETARY PRODUCTS. BSD does produce, promote or distribute proprietary products. As such BSD does restrict or manage any Client transactions.

IF applicable, BSD has detailed procedures, referral agreements/disclosures forms (outlining compensation received for such introduction). BSD enters into such agreements on success basis only and does not have any internal compensation models that will unfairly entice, influence or incentivize the decision to introduce what securities to which Clients.

Clients’ must look at the issuers conflict of interest policies and disclosures for risk, impact and consequences related to their investments. Pre-trade disclosure will also come from the issuer.

REGISTRATION CATEGORIES. BSD is currently registered as an Investment Fund Manager, Portfolio Manager, Commodities Trading Manager, and Exempt Market Dealer in Ontario – its Head Office. BSD is also registered in other Canadian provinces and may seek registration in other Canadian offering jurisdictions, details available upon request.

As a registered dealer, BSD has the responsibility for KYC, KYP, suitability, etc. so it can objectively assess the merits of introduced BSD Funds and/or Separately Managed Accounts to determine what would be the most suitable to the investor.

OUTSIDE ACTIVITIES (OA). All employees must disclose all outside activities to the CCO, including any directorships, personal contracts, or ownership of other entities on their application for registration. BSD staff must immediately notify the CCO of any changes to this information. OAs must be reported to the regulators through the National Registration Database (NRD) system within 10 days.

OA includes:

• activities with another registered firm
• activities with another entity that receives compensation from a registered firm for a registerable activity
• other securities related activity
• provision of financial services activity
• positions of influence (as determined by a reasonable person) such as religious leader, professor or lawyer
• any employment or business activities, whether or not the activities are related to the investment industry
• membership on any board of directors or similar body of a corporation or other entity carrying on business activities, regardless of whether compensation is received

Paid or unpaid roles with any charitable, social, fraternal or religious organization or paid or unpaid membership on any board of directors or similar body of such an organization must be disclosed where the Client is in a position of power or influence and where the activity places the registered Client in contact with Clients or a potential Client, including positions where the registered Client handles investments or monies of the organization.

BSD maintains the following restrictions for all employees relating to outside business activities:

• an employee shall not be employed by or receive compensation from any other company, excluding any BSD related company or affiliated companies, without prior written approval from the UDP;
• an employee must not conduct any outside business activities from BSD’ offices without prior written approval from the UDP; and
• an employee shall not engage in outside business activities if it appears that the Client is acting on behalf of BSD outside an approved role.

When reporting of an outside business activity the employee must include:

• the number of hours per week the employee will be devoting to this business activity or employment,
• the employee’s analysis of any potential for confusion by Clients and any potential for conflicts of interest arising from the proposed business activities.

All employees that are engaged in OAs must monitor such activities to ensure that they are not in conflict or competition with their duties and responsibilities to BSD. On an annual basis, all employees must provide the CCO with a report identifying all outside business activities in sufficient detail that the CCO can determine whether such activities could potentially conflict with the business of BSD. Any change in outside activities must be reported to the CCO and the employee’s registration information must be amended in accordance with BSD Policy.

DIRECTORSHIPS. Any employee that wishes to hold a director position with an external Issuer must receive approval from the CCO and the UDP in writing. Director’s with an external Issuer must not be involved in any due diligence review or other consideration of the relevant Issuer’s securities in relation to a recommendation to purchase or sell the investment.

GIFTS. Employees of BSD will only give or receive gifts or gratuities that are customary or of an industry standard to or from any Client who acts on behalf of another firm. All gifts given or received will be disclosed to the CCO and the UDP. Further details available upon request to BSD.

FEES. BSD follows standard industry practices relating to the payment of fees and commissions. BSD generally does not accept referral fees from investor Clients or third-parties, thereby minimizing actual or perceived conflict of interests.

PERSONAL TRADING. All employees have a responsibility to comply with securities laws and exercise appropriate judgment in connection with any trade in securities. All employees should avoid even the appearance of impropriety with respect to trading securities and may occasionally have to forego or delay a proposed or contemplated transaction even if the transaction had been planned before learning of material non-public information. Employees are reminded that violations of this Manual will result in BSD taking disciplinary action, which may include termination.

INSIDE OR NON-PUBLIC INFORMATION.

BSD is not privy to material non-public information.

All employees are prohibited, non the less, from trading for their own account any security in which they MAY have inside or non-public information. The prohibition also applies to trading in securities of other companies whose value might be affected by the non-public information. Clients’ affairs must be held in strictest confidence. At no time, should an employee personally benefit from knowledge of a Clients affairs, or by disclosing confidential information to allow another party, be it a spouse, friend, or Client, before such knowledge is generally available to the public.

Insider trading occurs when a person in a special or fiduciary relationship reveals material non-public information to someone who then takes investment action with this non-public information. Information is deemed material when it is of sufficient importance to have caused an informed investor to take investment action. Anyone taking action with such information can be found guilty of insider trading or tipping, even if they have not received such information directly from the person in the fiduciary relationship.

BSD does not engage or is privy to non-public information and therefore the risk related to insider trading are extremely low.

UPDATES & TRAINING: BSD policy is updated/reviewed as needed, usually annually. Key to the review will be to identify any conflict then determine its materiality. Employee training may include some in depth discussions and analysis of the conflicts of interests infrastructure.

1 a. Conflict Policy

Introduction

The securities laws of the Province of Ontario requires BSD (“registrant”), 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 BSD, 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 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, National Instrument Rule 31-501 of the Ontario Securities Commission requires that where BSD has an officer, director or principal shareholder that is an officer, director or principal shareholder of another registrant, BSD shall adopt policies and procedures to minimize the potential for conflict of interest resulting from such relationships. BSD 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, BSD, 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 BSD, or vice versa. Since these transactions and relationships may create, or be perceived to create a conflict between the interests of BSD and the interests of a Client, BSD 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 BSD advises a Client, or exercises discretion on a Clients behalf, with respect to securities issued by BSD, by a related party or, during an initial distribution, by a connected party.

In these situations, BSD must disclose its relationship with the issuer of the securities. BSD must also make disclosure to a Client where it knows or should know that, because of its acting as a Clients adviser, or of its exercising discretion on a Clients behalf, securities will be purchased from or sold to BSD, an associated party or, in the course of an initial distribution, a connected party.

This disclosure is required to be made by BSD to each Client initially upon establishment of the Clients account with BSD; if there are any significant changes to this disclosure, before effecting a trade for or providing advice to a Client; and once in each annual period thereafter.

In particular:

1. Where BSD 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 unless a trading authority exists between BSD and the Client ; and
2. Where BSD exercises discretion under a Clients trading authority in the purchase or sale of securities for the Clients account, it may not exercise that discretion for the types of transactions described above unless it has reviewed the Clients suitability to the security.

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 BSD or Clients, firms or entities associated, connected or related to it, and the interests of a BSD 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 BSD considers should be disclosed. Any Client who is a director, officer, employee or independent contractor of BSD, 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”.

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

1. It is BSD’s policy to notify/advise a Client, or exercise discretion on a Clients behalf, with respect to securities that are also issued by BSD itself.
2. BSD’s portfolio management activities include the management of its own investment fund products. Where appropriate, in light of a Clients objectives and constraints, BSD may recommend the purchase of securities of BSD as an EMD Issuer to its Clients, or BSD may exercise discretionary investment authority to purchase securities of BSD as an EMD Issuer 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 Investment Policy Statement established for the Client.
3. Directors, officers, employees and independent consultants of BSD may, from time to time, hold positions in securities (e.g., BSD Global Tech Hedge Fund) that are also held in Clients accounts.

• BSD will not knowingly cause any Client account to:
• Invest in the securities managed by BSD as an EMD Issuer unless it is disclosed to the Client and suitability is assessed;
• Make a loan to any BSD staff member;
• Purchase or sell securities from or to the account of BSD 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 BSD and any of other entities, or if a Client has any questions, the Client should contact Kim Bolton, President & Portfolio Manager, BSD, at its head office:

Black Swan Dexteritas Inc.
151 Bloor Street West, Suite #702
Toronto ON M5S 1S4
Telephone: 416-360-3421
Email: Kim@blackswandexteritas.com

1 b. Fairness Policy

Procedures Designed to Ensure Fairness in the Allocation of Investment Opportunities

BSD 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, BSD 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 BSD is to allocate the commissions amongst Clients on a pro rata basis.

The principal determination used by BSD 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 Investment Policy Statement or other document containing the investment objectives and policy established for the Clients 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, BSD will generally attempt to make pro-rata allocations based on order size. BSD 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, BSD will use its best efforts to ensure that orders are processed and executed on a first-in, first-out basis.

If orders for an initial public offering are entered for more than one account and are completely or partially filled, BSD 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 BSD for that initial public offering; or, if applicable, BSD 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. BSD will endeavor to ensure that orders and modifications or cancellations of orders are recorded and are trading system 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, BSD will, as required, update its website and its Policy & Procedures Manual.

1 c. BSD Policies & Procedures

Introduction

Black Swan Dexteritas Inc. (“BSD”) Policies & Procedures Manual is designed to outline BSD’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 BSD.

BSD 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, etc.), accepted industry practice and fair dealing. It is a requirement of employment applied to all staff of BSD 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 BSD. To the extent that any staff lacks such knowledge or has any doubts relating to any issues or situations that may arise, it is the responsibility of the staff member to seek the assistance of BSD’s Chief 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 Staff. This Manual applies to all BSD Staff.

To obtain specific policies in the BSD Policy and Procedures Manual, please contact us at info@blackswandexteritas.com.