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INDEPENDENT REVIEW COMMITTEE Report to Securityholders January 31, 2017 We are pleased to publish the Independent Review Committee’s (“IRC”) Annual Report to Securityholders relating to investment funds managed by LOGiQ Capital 2016 (formerly Front Street Capital 2004) (the “Manager”) having a fiscal year end of December 31, 2016, as listed in Appendix A (the “Funds”). The IRC’s mandate is to review and to provide approval or recommendations in respect of conflicts of interest that arise between the Manager’s own interests and the Manager’s duty to manage the investment funds in the Funds’ best interests. The Manager is responsible for referring to the IRC any matters in which a reasonable person could view the Manager as having an interest that may conflict with its ability to act in the best interests of the investment funds, unless they are addressed in standing instructions previously approved by the IRC (“Standing Instructions”). The IRC reviews each matter and provides its approval or recommendation as to whether the proposed course of action will achieve a fair and reasonable result for the Funds. The IRC has adopted a written charter that includes the IRC functions, and the procedures it will follow when performing its functions. Huggins was first appointed member of the IRC in 2010 and each member was reappointed by the Manager in 2016. Each IRC member is independent of the Manager, its affiliates or related entities. Ownership of Securities i. ii. iii. As at December 31, 2016, the aggregate percentage of securities of each class or series of voting or equity securities beneficially owned, directly or indirectly, by members of the IRC did not exceed 10 percent; As at December 31, 2016, no member of the IRC beneficially owned, directly or indirectly, any class or series of voting or equity securities of the Manager; and As at December 31, 2016, the percentage of securities of each class or series of voting or equity securities beneficially owned, directly or indirectly, in aggregate, by members of the IRC was less than 0.01 percent. IRC APPROVALS AND RECOMMENDATIONS IN FISCAL 2016 John Clarke (Chairperson) Frank Cooper Gary Huggins The IRC has approved certain Standing Instructions which permit the Manager to proceed with the specific action set out in the Standing Instructions on an ongoing basis, without having to refer the Conflict of Interest Policy or its proposed action to the IRC, provided that the Manager complies with its terms and conditions. The Manager provided written and verbal reports to the IRC evidencing its reliance and compliance with any terms and conditions in any Standing Instructions. Mr. John Clarke and Mr. Frank Cooper were first appointed members of the IRC in 2007 and Mr. Gary On February 23, 2016, the IRC reviewed and approved an update to the IRC’s Standing THE IRC Members Instructions to reflect the change of control of the Manager that occurred on February 22, 2016. On April 19, 2016, the IRC reviewed, confirmed and ratified the Front Street Flow-Through 2014-I Limited Partnership and Front Street Flow-Through 2014-II Limited Partnership rollovers of limited partnership units into Class B shares of Front Street Resource Growth and Income Class. On April 19, 2016, the IRC reviewed and updated the Manager’s policy and procedures on conflicts of interest to address potential conflict issues raised by the Ontario Securities Commission (the “OSC”) arising from an investment made by a fund (or a portfolio) managed by the Manager, and for which the Manager was also the portfolio advisor, resulting from the common majority ownership of the Manager and Marquest Asset Management Inc. following the change of control of the Manager in February 2016. While the Manager did not raise any other conflict of interest matter with the IRC in the last fiscal year of the Funds, the Manager acted in the following conflicts of interest matters where the IRC had previously provided Standing Instructions in accordance with the Manager’s Conflict of Interest Policies: a. b. c. d. Execution of Fund Trades through Tuscarora (including the receipt by Tuscarora of associated commissions); Inter-Fund Trading by the Funds; Allocation of Trades amongst Funds at the Discretion of the Manager; and Funds investing in other funds managed by the Manager and/or for which the Manager was the investment advisor. COMPLIANCE The IRC is not aware of any instance in which the Manager acted, with respect to the Funds, (a) without referral to the IRC on a matter that was required to have been referred; (b) in contravention of a recommendation of the IRC; or (c) in contravention of any conditions in any Standing Instructions or the Manager’s conflict of interest policy. ANNUAL ASSESSMENTS The IRC conducted a self-assessment review during the financial year. Following the self-assessment review and for the purposes of reporting to the Manager, the IRC provided to the Manager the minutes and materials of the IRC meeting addressing that review. In accordance with the IRC’s written charter, the IRC conducted an annual review of the following: the adequacy and effectiveness of the Manager’s written policies and procedures concerning conflicts of interest; the adequacy and effectiveness of the Standing Instructions provided to the Manager; and Compliance with any conditions imposed by the IRC in a recommendation or approval provided. IRC COMPENSATION For the period January 1, 2016 to December 31, 2016, members of the IRC were paid aggregate fees of $6,855 allocated to the Funds. These fees consisted of pro rata amounts based on an annual retainer for the chairman of $30,000 and for the other members of $25,000 each, including three IRC meetings per year, and any expenses reasonably incurred by the IRC members. Additional fees of $3,000 were billed for IRC meetings attended by the member over and above three meetings per year in respect of the Funds. 2016 IRC Report | 2 On an annual basis the IRC determines its compensation for the following fiscal year, giving consideration to the following: i. ii. iii. iv. v. the best interest of the Funds and the other funds within the Front Street family of funds; the fact that each Fund must pay its reasonable allocation of the compensation of the IRC from the assets of the fund; compensation paid to the IRC should fairly and reasonably reflect the general and specific benefits accruing to the fund; the number, nature and complexity of the funds for which the IRC acts; and the nature and extent of the workload of each of the members of the IRC in carrying out his or her duties. APPENDIX A LIST OF FUNDS (December 31 year ends) MUTUAL FUNDS Front Street Tactical Bond Fund Front Street Growth Fund FOR FURTHER INFORMATION, PLEASE CONTACT LOGIQ CAPITAL 2016 33 YONGE STREET, SUITE 600 TORONTO, ONTARIO M5E 1G4 PHONE: 416-597-9595 FAX: 416-597-9325 EMAIL: [email protected] VISIT FRONTSTREETCAPITAL.COM This report is available on LOGiQ Capital 2016’s website at http://www.frontstreetcapital.com or you may request a copy, at no cost to you, by contacting the Manager at 416-597-9595. 2016 IRC Report | 3