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Personal Trading and Conduct Rules

1. Introduction

1.1 Purpose of Trading and Conduct Rules (the "Rules")

The purpose of these Rules is to set out a code for personal trading and conduct at Altamira. Altamira has a fiduciary duty to our clients which requires that each employee place client interests first. Altamira has long followed the policy that no director, officer, or employee should use their position, or the knowledge gained from it, in such a manner that a conflict of interest might arise between their personal interests and the interests of Altamira clients.

In 1998, IFIC's Board of Directors approved in principle a Model Code of Ethics For Personal Investing (the "Model Code"). Each mutual fund manager of IFIC was mandated to adopt its own personal trading code of conduct which contained the basic principles of the Model Code. The Model Code is designed to ensure fair treatment of mutual funds and their investors.

The Rules are consistent with the provisions in the Model Code and in some cases are more strict in order to ensure that no hint of a conflict of interest or breach of the law arises. While the Rules attempt to deal with most situations in which a conflict might arise, it is clearly not possible to describe every situation that might give rise to a conflict.

If you have any doubt as to the propriety of any activity, you should consult the Legal and Compliance Department. If in doubt, ask first.

1.2 Previous Trading and Conduct Rules

These Rules supercede any previous rules adopted by Altamira. The Rules may be amended from time to time.

2. Application of the Rules

2.1 To Whom do the Rules Apply?

The Rules apply to all full and part-time, permanent and contract, employees of Altamira Investment Services Inc. and Altamira Financial Services Ltd. ("Altamira"). In addition, all "Access Persons" (as defined below) are subject to special rules and restrictions as set out in Section 3.

It is a condition of your continued employment with Altamira that you sign an acknowledgment upon joining Altamira (Appendix "B"- New Employees) and on an annual basis thereafter stating that you have read the Rules and that you agree to abide by their terms. A form of this acknowledgment is attached at Appendix "A"– Current Employees.

2.2 To which Types of Account Transactions do the Rules Apply?

The trading restrictions described in the Rules include the following types of personal securities transactions:

  • transactions for accounts held in your name (solely or jointly) including RRSP's;
  • transactions for accounts for which you are able to exercise control;
  • transactions for accounts for which you have a direct or indirect "Beneficial Interest". Examples of which include but are not limited to:
    • accounts held by your spouse or other family members living in the same household;
    • accounts held by a corporation, partnership or other entity in which you participate in the investment or voting decisions; and
    • accounts held by an investment club of which you are a participant in.

If you have any questions about whether a particular account transaction fits within the above definition, please seek clarification from the Legal and Compliance Department.

2.3 To which Types of Accounts do the Rules apply?

The Rules apply to account transactions described in Section 2.2 which are held at outside mutual fund dealers, investment dealers or brokers including Altamira Securities. Accounts held at Altamira Financial Services Ltd. are not subject to the Rules as these employee accounts are not considered outside accounts and are already subject to internal compliance controls.

2.4 Who is an "Access Person"?

Employees of Altamira who are involved in the investment process, senior management of Altamira and any other persons who may, from time to time, have access to non-public information concerning the portfolio holdings or the ongoing investment programs of our client accounts shall be considered "Access Persons". s a general guideline, if as part of an employee's job duties they are in regular contact with portfolio managers, traders or analysts or are required to be on the trading floor they will be held to fall within the definition of Access Person.

2.5 Who is a "Non-access" Person?

Employees of Altamira who are not considered "Access Persons" (as defined above), including any non-management directors of Altamira, who do not have access to non-public information concerning the portfolio holdings or the ongoing investment programs of our client accounts shall be deemed "Non-Access Persons".

3. Special Rules for "Access Persons" Compliance with the Natcan Code

3.1 Access Persons must not use their position at Altamira to obtain special treatment or investment opportunities not generally available to Altamira mutual funds or the public.

3.2 All Altamira Access Persons shall be subject to the provisions of the Natcan Investment Management Inc. Code of Ethics and Standards of Professional Conduct (the Natcan "Code"). A copy of the Natcan Code code shall be provided to all Altamira Access Persons by Natcan's Compliance Department.

4. Non-Access Persons Personal Trading Restrictions

4.1 The following personal trading restrictions apply to all employees of Altamira who are deemed to be Non-Access Persons:

There are no restrictions on the types of securities or Issuers whose securities that may be traded except for:

  • initial public offerings or secondary offerings; and
  • private placements including junior capital pools.

4.2 Trading activity will not be subject to any prior approval or pre-clearance requirements. However, all personal securities transactions (other than Exempt Securities listed below) shall be reported to the Legal and Compliance Department within one business day of the trade.

4.3 Personal securities transactions shall be reported to the Legal and Compliance Department by completing the Excel spreadsheet (attached as Appendix "E"). The e-mail version of the spreadsheet shall be sent out by the Legal and Compliance Department to all Altamira staff who are reporting trades.

4.4 Exempt Securities

The following securities are exempt from the next day reporting procedures described in Section 4.2:

  • Securities of open-ended mutual funds (including Altamira and other third party funds);
  • Segregated funds and pooled trust funds;
  • Securities issued or guaranteed by the Government of Canada or the Government of any province in Canada;
  • Guaranteed investment certificates, certificates of deposit and other deposits with financial institutions;
  • Securities acquired pursuant to automatic dividend plan acquisitions; and
  • Securities acquired pursuant to non-volitional acquisitions (including gifts or transactions over which you have no control over timing or corporate actions such as stock splits, tender offers, mergers, stock dividends etc.).

4.5 All trading activities of Non-Access Persons will continue to be subject to the Trade Reporting Requirements set out in Section 5 of the Rules.

5. Trade Reporting Requirements

5.1 Outside Brokerage Accounts – New and Current Employees

To ensure that Altamira employees who are deemed Non-Access Persons conduct their personal trading in a professional manner free of all potential conflicts of interest, all new Altamira employees must file a copy of their latest outside brokerage account client statement(s) with the Legal and Compliance Department within ten (10) days of commencing employment with Altamira. Copies of client statement(s) must be submitted for each outside brokerage account covered by the Rules as set out in Section 2.3.

The client statement(s) shall be attached to the Acknowledgement (Appendix "B"- New Employees). If the new Altamira employee holds no outside brokerage accounts this fact shall also be disclosed in the Acknowledgement.

All current Altamira employees who are deemed Non-Access Persons who hold outside brokerage accounts as set out in Section 2.3 should have previously made arrangements with their outside broker/dealer to send to Altamira duplicate account statements and trade confirmations as described in Section 5.2 below.

5.2 Opening Accounts with Outside Brokers

Altamira consent required
While all employees are encouraged to carry out personal securities transactions through Altamira Securities (a division of National Bank Discount Broker), it is recognized that outside brokerage accounts may be required to be maintained by employees.

Obligations imposed by regulatory authorities require that prior approval be obtained by you from Altamira for the opening of outside brokerage accounts over which you have authority or control. This would include accounts held jointly, in nominee names or in the names of family members. You are also required to disclose the existence of such accounts already in place as detailed in Section 5.1 above.

Direction to outside brokers to forward statements to Altamira
Altamira also requires that you direct your outside brokers to forward copies of client account statements and trade confirmations for all outside brokerage accounts to Altamira. The form of direction is attached as Appendix "C" and a letter in this form should be provided to the broker at the time the outside account is opened or should be sent to the broker as soon as possible if the account has already been opened.

Broker Authorization Letter
After Altamira has consented to the outside brokerage account and in order to facilitate the opening of accounts held with outside brokers, Altamira will forward a Broker Authorization Letter to the Broker (if necessary or if requested to do so) in the form attached as Appendix "D".

6. Other Restricted Activities

There are certain other activities that may involve a potential conflict of interest with our clients or may be contrary to law. This is not an exhaustive list, and any questions about the propriety of any situation should be reviewed with the Legal and Compliance Department.

6.1 Trading with Inside Information

Persons in a "special relationship" with an issuer are subject to the insider trading provisions under provincial securities laws and are prohibited from trading in the securities of the issuer with knowledge of a "material fact" or "material change" that has not been generally disclosed. Such persons are also prohibited from tipping others as to an undisclosed material fact or change. The terms "material change" and "material fact" refer to changes or facts concerning the issuer that would reasonably be expected to have a significant effect on the market price or the value of the securities.

Altamira Mutual Funds
As an employee of Altamira with access to material information concerning the Altamira Mutual Funds, you would be in a "special relationship" to any of the Altamira Mutual Funds. You are restricted from trading in the units of the Funds with knowledge of a material fact or change that has not been generally disclosed and from informing others of this information, except in the normal course of business. This restriction will generally extend to family members and any company or trust over which you or your family members exercise control.

What would constitute a "material change" or "material fact" with to the respect to the Funds can not be precisely determined, but could include such matters as a change in the portfolio manager, significant changes in operations or to the investment strategy of a particular Fund.

Other Issuers
If at Altamira, you are informed of a "material change" or "material fact" concerning another issuer, you will likely be placed in a "special relationship" with that issuer and subject to the restrictions discussed above with respect to trading or tipping prior to such information becoming generally known. A "material change" or "material fact" could include a decision to issue or redeem securities, to enter into a significant business transaction, to introduce a new product, significant management changes and any other change or fact that is reasonably expected to have a significant effect on the market price or value of the securities.

6.2 Accepting Gifts and Other Sensitive Payments

Employees should not seek, accept or offer any gifts or favors of material value ($200 or more) or any preferential treatment in dealing with any client, broker/dealer, financial institution or any other organization with whom Altamira transacts business. Extreme caution is to be exercised in any instance in which business related travel and lodgings are paid for other than by Altamira. Participation in lunches, dinners, cocktail parties, sporting activities or similar social gatherings for business purposes are not prohibited. However, in keeping with the intent of these Rules, it is extremely important that even the appearance of a possible conflict of interest is to be avoided.

6.3 Use of Confidential Information

Employees are not permitted to disclose confidential information concerning Altamira to persons outside the organization, except in the ordinary course of business, and are not permitted to use this information for personal gain or in a manner that may conflict with the interests of a client. For this purpose confidential information includes, but is not limited to, information concerning the trading program of a portfolio, the securities contained in the portfolio, and information provided to Altamira by a client relative to the investment strategy of that client. For further information, refer to Altamira's Privacy Policy contained in the Altamira Financial Policies and Procedures Manual.

6.4 Outside Activities

All outside relationships such as directorships or trusteeships of any kind or membership in investment organizations (e.g., an investment club) should be discussed with the General Counsel prior to acceptance of such position.

As a general matter, directorships in unaffiliated public companies or companies which may reasonably be expected to become public companies will not be authorized because of the potential conflicts which may impede Altamira's freedom to act in the best interests of it's clients.

6.5 CFA Code of Conduct

Nothing in the Rules shall in any way derogate or limit the applicability of the professional rules of conduct applicable to CFA's. All CFA's are expected to adhere to such rules of conduct in addition to the Rules.

7. Condition of Employment

Adherence to these Rules and to the Natcan Code (if applicable) is considered a condition of employment with Altamira. The Legal and Compliance Department will monitor compliance with the Rules and review violations of the Rules and determine what action or sanctions are appropriate in the event of a violation. Natcan's Compliance Department will monitor compliance by Altamira Access Persons with the Natcan Code.

Employees must recognize that a violation of the Rules may result in immediate dismissal or other sanctions deemed appropriate.

7.1 The Legal and Compliance Department

The Legal and Compliance Department has the responsibility of enforcing the Rules. They will conduct monthly reviews of all personal trading activity. The results of the monthly reviews and any violations will be reported to Altamira's Management Committee.

The Legal and Compliance Department is obligated to ensure that all Altamira employee's personal information will be kept in the strictest confidence.

Altamira emphasizes the importance of reporting all personal securities transactions in accordance with these Rules and the avoidance of situations which might involve a real or apparent conflict of interest.

Questions regarding interpretation of these Rules or questions related to specific situations should be directed to the Legal and Compliance Department.