1832 ASSET MANAGEMENT U.S. INC.

1832 ASSET MANAGEMENT U.S. INC. 40 Temperance Street, 16th Floor Toronto, Ontario, M5H 0B4 (416) 840-7986 Updated: April 2025 Form ADV Disclosure Brochure 1832 Asset Management U.S. Inc. (hereinafter "the Advisor", or the “Manager”) is a corporation formed under the laws of the province of Ontario, Canada. This brochure provides client and prospective clients with information about the Advisor and its advisory services that should be considered before becoming a client of the Advisor. Additional information regarding the Advisor can be found on the United States Securities and Exchange Commission (“SEC”) website at www.adviserinfo.sec.gov. The IARD number for the Advisor is 801- 61257. If you have questions about this brochure, please contact Dana Banks, Chief Compliance Officer of the Advisor at (212) 225-5277 or dana.banks@scotiabank.com. The information contained herein has not been approved or verified by the SEC or any state securities authority. 1  Material Changes The fee schedule has been updated for new clients. It will remain unchanged for existing clients. 2  Table of Contents Form ADV Disclosure Brochure .................................................................................................................. 1 Material Changes .......................................................................................................................................... 2 Advisory Business ........................................................................................................................................ 4 Fees and Compensation ................................................................................................................................ 4 Performance–Based Fees and Side-by-Side Management ........................................................................... 6 Types of Clients ............................................................................................................................................ 6 Methods of Analysis, Investment Strategies, and Risk of Loss .................................................................... 6 Disciplinary Information ............................................................................................................................ 13 Other Financial Industry Activities & Affiliations ..................................................................................... 13 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................. 15 Brokerage Practices .................................................................................................................................... 16 Review of Accounts .................................................................................................................................... 18 Client Referrals and Other Compensation ................................................................................................. 18 Custody....................................................................................................................................................... 19 Investment Discretion ................................................................................................................................. 19 Voting Client Securities ............................................................................................................................. 19 Financial Information ................................................................................................................................. 21 3  Advisory Business The Advisor provides discretionary investment management services for advisory clients and was founded in June of 2002. As of October 2024, the Advisor managed approximately $922,252,042 USD on a discretionary basis. Direct and Indirect Owners • The Advisor is a wholly owned subsidiary of 1832 Asset Management, L.P. ("1832 Canada"), a registered portfolio manager in all provinces, Yukon, and Northwest Territories in Canada; • 1832 Asset Management G.P. Inc. is the General Partner of 1832 Canada; and • The Bank of Nova Scotia ("Scotiabank"), a federally regulated bank in the provinces and the Yukon Territory in Canada, is the parent company of 1832 Canada. Portfolio Management Services • The Advisor's investment advisory services primarily include trading in marketable securities; • The Advisor reserves the right to advise clients on any other type of investment, security, or non-security, that it deems appropriate based on the client's stated goals and objectives; • The Advisor invests in, but is not limited to, stocks, bonds, notes, other debt obligations, commercial paper, loans and deposits, whether or not secured, asset backed securities, and exchange-traded funds; and • The Advisor provides portfolio management services where the investment advice is custom tailored to meet the needs and investment objectives of the client. Fees and Compensation The following describes the fees for the Advisor's portfolio management services: • The annual advisory fee is 1/12th payable monthly in arrears based on a percentage of a client account's market value on the last business day of each month; • In the event the portfolio management agreement is executed at any time other than the first day of the month, fees will be billed on a pro-rata basis; 4  • The advisory fee does not include usual brokerage commissions charged by a brokerage firm on investment transactions in a client's account; • Extraordinary expenses such as wire transfers or global security transaction fees will be charged to a client's account in addition to advisory and custodial fees; • If chosen by the client as its qualified custodian, The Bank of Nova Scotia Trust Company ("Scotiatrust") will directly debit the client fees and remit to the Advisor for applicable clients (see below for custodian fees with Scotiatrust); • Clients will receive written notice, at least 60 days in advance, for any fee changes; • At the Advisor's sole discretion, fees may be negotiated for certain client accounts depending on factors such as: o Amount of assets under management; o Range of investments, and complexity of the client's financial circumstances, among others; o Number of family accounts. Family accounts of a client's same household are aggregated for purposes of determining an advisory fee. This consolidation practice allows the benefit of an increased asset base total resulting in a reduced advisory fee; o Advisor relations. The Advisor's family and friends may be allowed negotiated reduced fees; and institutional o Other factors including large personal accounts, accounts, and non-profit accounts if approved by the Advisor. • The Advisor or the client may terminate the investment management agreement within five (5) days from the date of acceptance without penalty. After the five- day period, either party may terminate the written management agreement upon 30 days written notice to the other party. Custody Fees for Funds or Securities held at an Affiliate Custodian • The Advisor's clients' assets are held in custody by either Scotiatrust or another financial institution offering similar custody and safeguarding of client assets; • When a client enters into an agreement for investment management and custody services with the Advisor and Scotiatrust, the fee for both investment management and custody is calculated and charged by Scotiatrust and remitted to the Advisor. Scotiatrust then charges the Advisor for the custody of the assets; and 5  • Clients should review all fees charged by Scotiatrust or the client's custodian of choice to fully understand the total amount of fees paid by the client. The Advisor’s Fees for Portfolio Management Services are based on the Current Tier Schedule: Minimum fee: $10,000 • 1.50% per annum on the first $1,000,000 • 1.10% per annum on the next $2,000,000 • 0.85% per annum on the next $2,000,000 • 0.50% per annum on the balance Performance–Based Fees and Side-by-Side Management The Advisor does not charge any performance-based fees (fees based on a share of capital gains or capital appreciation of the assets of a client) for separately managed accounts OR engage in side-by-side management. 1832 US may charge different fees for its services to Mutual Funds, including performance-based fees, subject to certain agreed upon limitations and/or waivers established between representatives of the Mutual Funds and 1832 US. Types of Clients The Advisor provides investment advice to a variety of clients including individuals, high net worth individuals, corporations, and other business entities. 1832 US also serves as investment sub-adviser to investment companies (Mutual Funds) registered under the Investment Company Act of 1940. The minimum size for new accounts or relationship size is $1,000,000. For cash management accounts, the minimum account size is $1,000,000. Notwithstanding the above, the Advisor may agree to manage separate accounts below its stated minimum account size due to various reasons including where there is a long standing relationship, anticipated client additions to assets under management, or where more than one individual account is part of an overall larger relationship. 1832 US in its sole discretion may accept and maintain accounts below the stated minimum. Methods of Analysis, Investment Strategies, and Risk of Loss In order to assist investors in making their investment decisions, the following is a general description of the different investment approaches or styles used by the Advisor to manage the portfolios and the specific risks associated with the portfolios. Investing in securities involves risk of loss that clients should be prepared to bear. Methods of Analysis, Investment Strategies • The Advisor uses research obtained from brokers, internal research, and technical, fundamental analysis and proprietary investment strategies developed by its investment professionals or its related advisors with 1832 Canada; and • Company press releases, corporate rating services, financial newspapers and magazines, public research material, inspection of corporate activities, annual 6  reports, and filings with the Securities and Exchange Commission are used as resources. Risk of Loss Investments in securities are not guaranteed. Therefore, the greatest risk is that an investor could lose all or part of the securities investment. Stocks, bonds, money market securities, and funds are not covered by the Federal Deposit Insurance Corporation, Securities Investor Protection Corporation, Canada Deposit Insurance Corporation, or any other government deposit insurer. Portfolios own different kinds of investments depending on their investment objectives. The value of investments in any portfolio will fluctuate on a daily basis, reflecting changes in interest rates, economic conditions, and markets as well as company news. Therefore, the value of any portfolio’s securities may go up or down. The following is a list of risks which may affect a client’s portfolio. While this is not an exhaustive list, we have listed those risks which are most likely to impact 1832 US clients. • Various types of investment strategies involve varying degrees of risk, including: Inflation Risk Interest Rate Risk Investment Trust Risk o Commodity Risk o Concentration Risk o Credit Risk o Currency Risk o Derivatives Risk o Equity Risk o Foreign Investment Risk o o o Gold and Precious Metals Risk o o Liquidity Risk o Sector Risk o Securities Lending Risk o Short Selling Risk o Small Capitalization Risk • The Advisor does not represent, warrant, or imply that its services or methods of analysis can or will successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines; and • Past performance may not be indicative of future results. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable. RISK FACTORS Commodity Risk - Some strategies invest directly or indirectly in gold, silver, platinum, or palladium, or in companies engaged in the energy or natural resource industries, such as gold, silver, platinum, palladium, oil, and gas or other commodity focused industries. 7  These investments, and therefore the value of the strategy’s investment in these commodities or companies, will be affected by changes in the price of commodities which include, among others, gold, silver, palladium, and platinum and which can fluctuate significantly in short time periods. Commodity prices can change as a result of a number of factors, including supply and demand, speculation, government, and regulatory activities, international monetary and political factors, central bank activity, and changes in interest rates and currency values. Direct purchases of bullion by a strategy may generate higher transaction and custody costs than other types of investments which may impact performance of the strategy. Concentration Risk - If the holdings of a strategy in one issuer exceed 10% of the strategy’s assets, it is possible that the strategy may experience reduced liquidity and diversification. Additionally, if the strategy holds significant investments in a few companies, changes in the value of the securities of those companies may increase the volatility of the net asset value of the strategy. Credit Risk - To the extent that a strategy invests in fixed-income securities, debt securities (including mortgages), or mortgage-backed securities, it will be sensitive to credit risk. When a person, company, government, or other entity issues a fixed- income security or a debt security, the issuer promises to pay interest and repay a specified amount on the maturity date, and the credit risk is that the issuer of the security will not live up to that promise. Generally, this risk is lowest among issuers who have received good credit ratings from recognized credit rating agencies, but the risk level may increase in the event of a downgrade in the issuer’s credit rating or a change in the creditworthiness, or perceived creditworthiness, of the issuer. The riskiest fixed-income or debt securities, which are those with a low credit rating or no credit rating at all, usually offer higher interest rates to compensate for the increased credit risk. In the case of mortgages or mortgage-backed securities, the credit risk is that the mortgagor will default on its obligations under a mortgage. A similar credit risk related to default also applies to debt securities other than mortgages. Please see "Foreign Investment Risk" in the case of investments in foreign government debt. Currency Risk - When a strategy purchases an investment priced in a foreign currency and the exchange rate between the US dollar and the foreign currency changes unfavorably, it can reduce the value of the strategy’s investment. Alternatively, exchange rate changes may also increase the value of an investment. A strategy may hedge currency exposure of their foreign portfolio positions to the extent deemed appropriate. Hedging against a decrease in the value of a currency does not, however, eliminate fluctuations in the prices of portfolio securities or prevent losses should the prices of the portfolio securities decline. It may also limit the opportunity for gain as a result of an increase in value of the hedged currency. Furthermore, it may not be possible for a strategy to hedge against generally anticipated devaluation as the strategy may not be able to contract to sell the currency at a price above the anticipated devaluation level. Derivatives Risk - The use of derivatives is usually designed to reduce risk and/or enhance returns, but its use is not without its own risk. Here are some of the most common ones. There is no guarantee that a strategy will be able to complete a derivative contract when it needs to. This could prevent the strategy from making a profit or limiting a loss. 8  • Where the derivatives contract is a commodity futures contract with an underlying interest in sweet crude oil or natural gas, a strategy that is permitted to trade in commodity futures contracts will always endeavor to settle the contract with cash or an offsetting contract. However, there is no guarantee the strategy will be able to do so. This would result in the strategy having to make or take delivery of the underlying commodity. • A securities exchange could impose limits on trading of derivatives, thereby making it difficult to complete a contract. When using derivatives, the strategy relies on the ability of the counterparty to the transaction to perform its obligations. In the event that counterparty fails to complete its obligations, the strategy may bear the risk of loss of the amount expected to be received under options, forward contracts, or other transactions in the event of the default or bankruptcy of counterparty. • The other party to the derivative contract may be unable to honor the terms of the contract. • The price of a derivative may not reflect the true value of the underlying security or index. • The price of derivatives based on a stock index could be distorted if some or all of the stocks that make up the index temporarily stop trading. • Derivatives traded on foreign markets may be harder to close than those traded in Canada or the United States. • In some circumstances, investment dealers and futures brokers may hold some of a strategy’s assets on deposit as collateral in a derivative contract. That increases risk because another party is responsible for the safekeeping of the assets. • A hedging strategy involving the use of derivatives may not always work and could restrict a strategy’s ability to increase in value. 9  Equity Risk - Companies issue common shares and other types of equity securities to help finance their operations. Equity securities are investments which give the holder part ownership in a company and the value of an equity security changes with the fortunes of the company that issued it. As the company earns profits and retains some or all of them, its equity value should grow, increasing the net asset value of each common share and making them more attractive to investors. Conversely, a series of losses would reduce retained earnings and therefore reduce the equity worth of the shares. In addition, the company may distribute part of its profit to shareholders in the form of dividends; however, dividends are not obligatory. Although common shares are the most familiar type of equity security, equity securities also include preferred shares, securities convertible into common shares, such as warrants, and units of real estate, royalty, income, and other types of investment trusts. Certain equity securities also have investment trusts risk. See "Investment Trust Risk" below. Foreign Investment Risk - Investments in foreign companies, securities, and governments are influenced by economic and market conditions in the countries in which the government or companies operate. Foreign investments may be considered riskier than investments in the United States as there is often less available information about foreign issuers or governments. Some other countries also have lower standards for accounting, auditing, and financial reporting than those of the United States or Canada. In some countries that may be politically unstable, there may also be a risk of nationalization, expropriation, or currency controls. It can also be difficult to trade foreign securities solely through foreign securities markets as they can be less liquid and due to lower trading volumes, more volatile than securities of comparable issuers traded in North America or securities of governments in North America. These and other risks can contribute to larger and more frequent price changes among foreign investments. Gold and Precious Metals Risk - Investing in securities concentrating in the precious metals sector involves special risks, including those related to fluctuations in the price of gold and other precious metals and increased susceptibility to adverse economic and regulatory developments affecting the sector. To the extent a strategy invests in gold bullion, it will earn no income; appreciation in the market price of gold is the sole manner in which gains on gold bullion may be realized, and such investments may incur higher storage and custody costs as compared to purchasing, holding, and selling more traditional investments. Fluctuations in the price of gold and precious metals may affect the profitability of companies in the gold and precious metals sector. Changes in the political or economic conditions of countries where companies in the gold and precious metals sector are located may have a direct effect on the price of gold and precious metals. Inflation Risk - Inflation is an investment risk which has not been considered for many years. However, it is possible that the value of fixed-income investments and currencies could depreciate as the level of inflation rises in the country of origin. Inflation rates are generally measured by government and are reported as the Consumer Price Index ("CPI"). During times of higher and rising rates of the CPI, investors are better protected by being invested in hard asset investments such as real estate, commodities, and precious metals or mutual funds that invest in companies in these industries. 10  Interest Rate Risk - Strategies that invest in fixed-income securities, such as money market instruments and bonds as well as equity securities will be sensitive to changes in interest rates. Generally, the value of these types of investments tends to fall as interest rates rise and increase as interest rates decline. Those fixed-income securities with longer terms to maturity tend to be more sensitive to interest rate changes. Like all fixed-income securities, commercial paper prices are also susceptible to fluctuations in interest rates. If interest rates rise, commercial paper prices will decline. Investment Trust Risk - The strategy may invest in real estate, royalty, income, and other investment trusts which are investment vehicles in the form of trusts rather than corporations. To the extent that claims, whether in contract, in tort or as a result of tax or statutory liability, against an investment trust are not satisfied by the trust, investors in the investment trust, including a Fund that may have invested in such investment trust, could be held liable for such obligations. Investment trusts generally seek to make this risk remote in the case of contracts by including provisions in their agreements that the obligations of the investment trust will not be binding on investors personally. However, investment trusts could still have exposure to damage claims such as personal injury and environmental claims. Certain jurisdictions have enacted legislation to protect investors in investment trusts Publicly traded income trusts and partnerships will be required to pay tax on distributions to their security holders, thereby reducing the amount available for distributions to such security holders, including to any of the strategy that hold such securities. No assurance may be given that further review of the tax treatment of investment trusts and other flow- through entities will not be undertaken or that federal or provincial income tax law respecting investment trusts and other flow-through entities will not be changed in a manner that adversely affects the Funds and their security holders. Liquidity Risk - Investors often describe the speed and ease with which an asset can be sold and converted into cash as its liquidity. Most of the securities owned by a strategy can usually be sold promptly at a fair price and therefore can be described as relatively liquid. But a strategy may also invest in securities that are illiquid, which means they cannot be sold quickly or easily or for the value used in calculating the net asset value. Some securities are illiquid because of legal restrictions, the lack of an organized trading market, the nature of the investment itself, or for other reasons. Sometimes, there may simply be a shortage of buyers. A strategy that has trouble selling a security can lose value or incur extra costs. In addition, illiquid securities may be more difficult to value accurately and may experience larger price changes. This can cause greater fluctuations in a strategy’s value. Sector Risk - Some strategies may concentrate their investments in a certain sector or industry of the marketplace. While this allows these strategies to better focus on a particular sector’s potential, investment in these strategies may also be riskier than strategies with broader diversification. Sector specific strategies tend to experience greater fluctuations in price because securities in the same industry tend to be affected by the same factors. These strategies must continue to follow their investment objectives by investing in their particular sector, even during periods when such sector is performing poorly. Securities Lending Risk - Some strategies may enter into securities lending transactions 11  consistent with their investment objectives and as permitted by applicable securities and tax legislation. Securities lending transactions involve certain risks. If the other party to these agreements goes bankrupt or is for any reason unable to fulfil its obligations under the agreement, such strategies may experience difficulties or delays in receiving payment. To address these risks, any securities lending transactions entered into by a strategy will comply with applicable securities legislation including the requirement that each agreement be, at a minimum, fully collateralized by investment grade securities with a value of at least 102% of the market value of the securities. The strategy will enter into securities lending transactions only with parties that the Advisor believes, through conducting credit evaluation; have adequate resources and financial ability to meet their obligations under such agreements. In addition, the strategy will not expose more than 10% of the total value of their assets with any one entity under these agreements. In the case of securities lending transactions, the aggregate market value of all securities lent and sold by a strategy will not exceed more than 50% of the total value of the assets of that strategy, not including collateral or cash held. In the event that the strategy undertakes securities lending transactions, the strategy will rely on the ability of the counterparty to the transaction to perform its obligations. In the event that counterparty fails to complete its obligations, the strategy may bear the risk of loss of the amount expected to be received under securities lending agreements in the event of the default or bankruptcy of counterparty. Short Selling Risk - Certain strategies may engage in a limited amount of short selling. A "short sale" is where a strategy borrows securities from a lender which are then sold in the open market (or "sold short"). At a later date, the same number of securities are repurchased by the strategy and returned to the lender. In the interim, the proceeds from the first sale are deposited with the lender and the strategy pays interest to the lender. If the value of the securities declines between the time that the strategy borrows the securities and the time it repurchases and returns the securities, the strategy makes a profit for the difference (less any interest the strategy is required to pay to the lender). Short selling involves certain risks. There is no assurance that securities will decline in value during the period of the short sale sufficient to offset the interest paid by the strategy and make a profit for the strategy, and securities sold short may instead appreciate in value. The strategy also may experience difficulties repurchasing and returning the borrowed securities if a liquid market for the securities do not exist. The lender from whom the strategy has borrowed securities may go bankrupt and the strategy may lose the collateral it has deposited with the lender. Each strategy that engages in short selling will adhere to controls and limits that are intended to offset these risks by short selling only securities of larger issuers for which a liquid market is expected to be maintained and by limiting the amount of exposure for short sales. The strategy also will deposit collateral only with lenders that meet certain criteria for creditworthiness and only up to certain limits. 12  Small Capitalization Risk - Strategies that invest in companies with small capitalization are sensitive to small capitalization risk. Capitalization is a measure of the value of a company represented by the current price of a company’s stock, multiplied by the number of shares of the company that are outstanding. Companies with small capitalization may not have a well-developed market for their securities. As a result, these securities may be difficult to trade, making their prices more volatile than those of large companies. Other Material Risks Market Risk - This risk exists in all of our accounts and means that the risk of the price of securities in a market, a sector, or an industry will fluctuate and that such movements might reduce an investment’s value. Private Fund Risk - Investments in private funds may be illiquid and there can be no assurance that such investments can be liquidated or transferred in a timely manner. Disciplinary Information On September 25, 2024, The Bank of Nova Scotia (the parent company of 1832 US) consented to an order from the SEC (the “13(d) Order”) related to violations of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 13(d) and the rules thereunder require any person that directly or indirectly acquires beneficial ownership of 5% or more of a registered class of equity securities to file reports with the SEC from time to time disclosing certain information, including the identity of the beneficial owners and the number of shares beneficially owned. The SEC found that, during the time period described in the 13(d) Order, The Bank of Nova Scotia and its subsidiaries (collectively, “Scotiabank”) collectively failed to monitor and aggregate their beneficial ownership of registered equity securities as required under Section 13(d). As a result of such failures, Scotiabank failed to timely file reports regarding beneficial ownership of registered equity securities issued by at least 22 issuers. Scotiabank agreed to pay a penalty of $375,000 in connection with the 13(d) Order. The SEC noted in the 13(d) Order that its determination of such penalty considered certain remedial acts undertaken by Scotiabank and cooperation afforded to members of the SEC staff, including Scotiabank’s voluntary self-reporting of its violations. Other Financial Industry Activities & Affiliations Scotiabank • Scotiabank and its affiliates are related entities of 1832 US. Companies in which Scotiabank has an investment from time to time may also be considered to be related persons of 1832 US within the meaning of applicable securities legislation. Our relationship to Scotiabank and its other financial services subsidiaries (the Scotiabank group) creates conflicts of interest when we provide products and services to you that are sourced from or provided by other members of the Scotiabank group. 13  Investment Adviser Affiliates • The Advisor is a wholly owned subsidiary of 1832 Canada, that provides discretionary advisory services to individuals, institutional clients, and various families of mutual funds ("Scotia Funds", "Dynamic Funds", "Dynamic Hedge Funds"), and privately held limited partnerships; • The Advisor does not invest in any of the family of funds or limited partnerships on behalf of client accounts; • 1832 Canada engages in a variety of investment strategies that may differ from the investment objectives of the Advisor's client portfolios; • The Advisor has arrangements with 1832 Canada and Scotiabank that may raise conflicts of interest to its advisory business or its clients. The affiliated relationship conducts business under the "Scotia" name and may or may not have certain arm's-length business relationships with the Advisor; • The Advisor shares office space, personnel, facilities, back-office and administrative services, and research services with 1832 Canada and Scotiabank; • Certain of the Advisor's officers and employees are also officers and employees of 1832 Canada. These individuals may perform certain investment related activities on behalf of the Advisor or other affiliates in their capacity as the Advisor's officer or employee; and • The Advisor will treat each registered employee of 1832 Canada who maintains or has access to the Advisor's books and records as a Supervised Person of the Advisor. Affiliate Qualified Custodian • Scotiatrust provides custody and safekeeping services for many of the Advisor's clients; • Should a client prefer an existing custody relationship, the Advisor will accommodate such arrangements; • When Scotiatrust acts as custodian and the Advisor executes a trade denominated in a currency other than the currency of the accounts, Scotiatrust may act in a principal capacity by converting the currency at rates established or determined by Scotiatrust or affiliated parties to Scotiatrust; and 14  • Scotiatrust and its affiliated parties may earn compensation based upon the difference between the applicable bid and ask rates for the currency and the rate is either offset internally, with an affiliate, or in the open market. Affiliate Broker-Dealer • Scotia Capital Inc. ("Scotia Capital") is a brokerage firm operating in Canada, and is also a wholly owned subsidiary of Scotiabank; • Brokerage and trade execution for its discretionary accounts is only performed through Scotia Capital where other options are extremely limited, and with prior client consent; and • Although Scotia Capital creates and packages limited partnerships as a registered broker-dealer, the Advisor does not invest in any limited partnerships on behalf of client portfolios. • Certain supervised persons also act in the capacity of portfolio manager on behalf of ScotiaMcLeod, a division of Scotia Capital, to service Canadian clients in a discretionary and non-discretionary capacity. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics • In accordance with the Investment Advisers Act and the Investment Company Act, the Advisor has adopted a Code of Ethics that sets forth the basic policies of ethical conduct for all managers, officers, and employees of the Advisor; • The Code of Ethics governs personal trading by each of the Advisor's employees deemed to be an Access Person, as defined by the SEC; • The Code of Ethics seeks to ensure that securities transactions effected by Access Persons are conducted in a manner that avoids any actual or potential conflicts of interest between such persons, our clients, or the Advisor's affiliates; • The Advisor collects and maintains records of securities holdings and securities transactions executed by Access Persons. These records are 15  reviewed to identify, detect, and resolve potential conflicts of interest; and • The Advisor shall provide a copy of the Code of Ethics to any client or prospective client upon request. Participation or Interest in Client Transactions and Personal Trading • The Advisor's personnel or affiliates may invest in securities or investment products owned by or recommended to the Advisor's clients with respect to its separately managed accounts; • These situations may present a potential conflict of interest when the Advisor's personnel and affiliates provide investment advice for client accounts that may differ from investments made by the Advisor and the Advisor's affiliates on behalf of their own personal investments; • 1832 Canada may manage accounts with different investment objectives to the Advisor and other affiliates with differing fees; • The Advisor may, from time to time, unknowingly recommend the purchase or sale of securities in which employees or officers within its affiliates have a position or interest or do business. The affiliates' multiple lines of business make this occurrence likely; • The existence of inter-company arrangements, business relationships, and investment practices between the Advisor and its affiliates create the potential for conflicts of interest; • In all such cases, the Advisor seeks to avoid conflicts with clients and to manage each account independently and fairly; • The Advisor maintains policies and procedures to mitigate any potential conflicts of interest, such as requiring that related persons of the Advisor shall not have trading priority over any client account in the purchase or sale of securities; and • The Advisor monitors such conflicts through its review of employee personal trading activities as stipulated in the Advisor's Code of Ethics and personal trading procedures. Brokerage Practices Broker Selection Process • The Advisor has discretion to determine, without obtaining prior client 16  consent or approval: o The selection and amount of securities to be bought or sold; o Broker-dealers to be used; and o Commission rates to be paid by client accounts. In negotiating commission rates, the Advisor will consider, but is not limited to, the following qualitative and quantitative factors in broker selection: • Financial stability; reputation; brokerage research; best execution capabilities; nature of the security being traded; size and type of transactions; nature and character of the market venues for securities traded on; trade anonymity; liquidity; ability to achieve prompt and reliable executions at favorable prices; operational efficiency; the facilities of the broker; reliability; and the competitiveness of commission rates in comparison with other brokers. 1832 Canada is responsible for the trading of accounts of the Advisor and undertakes various tasks disclosed in this Brochure. Research and Other Soft Dollar Benefits A statutory "safe harbor" allows an investment adviser to pay for research and brokerage services with commission dollars generated by certain client account transactions. While the Advisor does not pay for research and brokerage services with commission dollars generated by client account transactions for most individual separately managed accounts, it may do so for Mutual Fund accounts. All such services qualify for safe harbor in Section 28(e) of the Securities Exchange Act of 1934 as they aid in investment decision making. While engaging in any trading arrangement, it is understood that this practice should have no adverse effect on the cost or quality of a particular transaction. Brokerage for Client Referrals The Advisor's choice of brokerage does not include any reference to client referrals. Directed Brokerage At this time, the Advisor has no agreements in place regarding client-directed brokerage arrangements. 17  Trade Aggregation • Occasionally, it may be appropriate for more than one client account to trade in the same securities at the same time as one or more client accounts managed by the Advisor or its affiliate 1832 Canada; • The Advisor will aggregate or "block" transactions on behalf of the Advisor's separately managed accounts in order to seek best overall execution and possibly negotiate more favorable pricing and commission rates; • Accounts with similar investment objectives will participate in a block order entered at the average share price for a security on any given day and transaction costs are shared pro rata based on participation; and • The Advisor will seek to ensure that all accounts are treated fairly and equitably in accordance with its fiduciary duties. Review of Accounts • Client portfolios are monitored continuously to ensure equitable asset allocation and investment objectives are being diligently pursued; • Changes in portfolios are triggered by rebalancing to maintain current strategy or rebalancing to accommodate a change in strategy; • Once the portfolio is constructed, the Advisor provides ongoing supervision and re-optimization of the portfolio as changes in market conditions and client circumstances may require; • The Advisor provides all clients with a quarterly statement of their account; and • On a quarterly basis, Scotiatrust or the custodian of record provides custodial account statements to all the Advisor's clients. Client Referrals and Other Compensation • The Advisor has referral arrangements in place with certain affiliates including The Bank of Nova Scotia Trust Company, 1832 Asset Management L.P., Scotia Securities Inc., Scotiabank & Trust (Cayman) Ltd., and Scotia Capital Inc. (including International Investment Advisory and ScotiaMcLeod); • The Advisor may on occasion enter into solicitation agreements, endorsements, or testimonials with individuals, 18  financial intermediaries, or others who may or may not be affiliated with the Advisor; • All solicitation agreements, endorsements, or testimonials will comply with Rule 206(4)-1(b) under the Investment Advisers Act of 1940 and any other provinces or territories as applicable; and • Payment to a solicitor by the Advisor will not increase the management fees paid by the prospective client. Custody • Scotiatrust, a qualified and affiliated custodian provides safekeeping of certain of the Advisor's clients' funds and securities; • Therefore, the Advisor is deemed to have custody solely as a result of its affiliation with a qualified custodian and because its affiliated custodian has access and holds client funds and securities. • However, since Scotiatrust is deemed operationally independent of the Advisor, this presents substantially lower client custodial risks not significantly different relationship between than a custodial unaffiliated parties; and • The Advisor shall comply with the provisions of the SEC's custody rule for registered investment advisers by notifying clients where assets are maintained, forming a reasonable belief that its affiliate qualified custodian, Scotiatrust, delivers clients account statements, and obtaining an internal control report evaluating the operations of its affiliate custodian. Investment Discretion • The Advisor is authorized to make the following determinations in accordance with client accounts' objectives and restrictions without obtaining prior client consent: • Which securities or instruments to buy or sell; • Total amount of securities or instruments to buy or sell; • The executing broker or dealer for a transaction; and • Commission rates or commission equivalents paid for transactions. 19  Voting Client Securities The Advisor will determine how to vote proxies based on its reasonable judgment that the vote will produce favorable financial results for its clients. • The Advisor retains a third-party proxy advisory company (Advisory voting to provide services, including research, Firm) recommendations, and voting of certain client proxies. • The Advisor operates from a model portfolio and a list of approved securities in the management of accounts for its clients. The Advisory Firm will receive and vote proxies for each of the companies that make up this list. • On occasion, some clients may wish to hold securities within their portfolios that are outside of the scope of the Advisor’s investment platform. The Advisory Firm does not vote these securities; rather, the client’s portfolio manager and the client will discuss how and whether to vote this proxy. • Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of the shareholders and management, increase shareholder value, maintain, or increase shareholder influence over the issuer's board of directors and management, and maintain or increase the rights of shareholders; • The Advisor, or its designate, will vote in a way that it believes, consistent with its fiduciary duty, will cause the issue to increase the most or decline the least in value; • The Advisor, or its designate, will consider both sides of each proxy issue consistent with the Advisor's commitment to the financial investment goals of its clients; • There is the potential for a conflict of interest between the interests of the accounts managed by the Advisor and the interests of the Advisor or its employees in connection with the exercise of the client’s voting rights attached to the Scotiabank shares. There is also the potential for a conflict of interest in connection with personal or professional relationships with a company or with the directors, candidates for directors, or senior executives of a company that is owned by a client or the exercise of the client's voting rights attached to the shares of another issuer, where the outcome of the vote may directly impact the price of Scotiabank shares. To the extent that a portfolio manager has any conflict of interest with respect to a company or a matter presented 20  in a proxy proposal, that portfolio manager is required to report to the Compliance Department any such conflicts of interest. Any new conflict of interest situations must also be referred to the Compliance Department. In order to balance the interests of the clients in exercising proxies with the desire to avoid the perception of a conflict of interest, the Advisor has instituted procedures to help ensure that a client's proxy is voted: in accordance with the business judgment of the portfolio manager, uninfluenced by considerations other than the best interests of the client; and free from any influence by Scotiabank and without taking into account any consideration relevant to Scotiabank or any of its associates or affiliates. The Advisor will maintain records relating to a client's proxy voting activity. These will include a record of all proxies received; a record of votes cast; a copy of the reasons for voting against management; a copy of reasons for a portfolio manager voting differently from another portfolio manager; and a copy of any documents prepared or used by the Advisor that were material to deciding on how to vote, or that memorialized the basis for a decision; • Where the Advisor provides sub advisory investment management services to a registered investment company, there is the potential for a conflict of interest between the interests of the fund and the interests of the Advisor. In order to balance the interests of the fund in exercising proxies with the desire to avoid the perception of a conflict of interest, the Advisor has instituted procedures to help ensure that a fund’s proxy is voted in accordance with the business judgment of the portfolio manager, uninfluenced by considerations other than the best interest of the fund. • For a copy of the Advisor's proxy voting policy and record of votes, please contact Dana Banks, Chief Compliance Officer. Financial Information • The Advisor is not aware of any financial condition that may affect its ability to manage client accounts; and • Does not require or solicit clients for prepayment of fees in excess of $1,200 six months or more in advance. 21