Client Disclosure Summary

Introduction
Our Client Disclosure Summary introduces the following information to our Clients:
- Information about HughesLittle Investment Management Ltd.
- Costs of investing with HughesLittle Investment Management Ltd.
- Our relationships
- Dealings with Related or Connected Issuers
- Allocation of Investment Opportunities
- Soft Dollar and Client Directed-Brokerage Commissions
- Referral Arrangements
- Personal Trading
- Gifts and Business related entertainment
- Shareholding voting procedures (Proxy Voting)
- Directorships and Outside Employment
- Client complaints
- Investment Objectives
- Risk Tolerance
- Investment risk
- Risk of Borrowing Money to Invest
Information about HughesLittle Investment Management Ltd.
HughesLittle Investment Management Ltd. (HughesLittle) acts as the Manager and Adviser of the HughesLittle Value Fund and HughesLittle Balanced Fund. HughesLittle acts as the sole distributor and dealer of the HughesLittle Value Fund and HughesLittle Balanced Fund.

HughesLittle Investment Management Ltd. (HughesLittle) also provides discretionary portfolio management to Clients in accordance with a Client’s Investment Policy Statement. In this Client Disclosure Summary the HughesLittle Value Fund, HughesLittle Balanced Fund and any discretionary managed accounts may be referred to as “managed accounts”. There is a separate disclosure document entitled “Fund Information” that provides additional information on the HughesLittle Value Fund and HughesLittle Balanced Fund.

Costs of Investing with HughesLittle Investment Management Ltd.

HughesLittle Value Fund and HughesLittle Balanced Fund

There are costs associated with investing in the HughesLittle Value Fund and HughesLittle Balanced Fund:

Management Fee – 1% per annum payable monthly at a rate of 1/12^th
Audit fee, Custodian Fee, Legal Fee, Administration Fees and Trustee Fee
Harmonized Sales Tax

The contribution of each type of expense to the Management Expense Ratio for the Funds for the year ended December 31, 2011 was as follows:

                                              Value Fund          Balanced Fund

Management fees                          1.00 %                   1.00%
Audit and Administration fees       0.12                        0.23
Custodian fees                               0.05                        0.06
Trustee fees                                   0.02                        0.03
HST                                                 0.10                        0.10

Total                                               1.29%                     1.42%

Administration fees of $6,000 per year per Fund are paid to HughesLittle for record-keeping and general administration of the Funds.
There are no sales commissions for the purchase or redemption of units of the Funds. No trailer fees or deferred sales charges are charged to the Funds or its Unit Holders,

Segregated Account

Each Segregated Account has its own fee schedule as agreed to in the Investment Management Agreement between the Client and HughesLittle.

Our Relationships

Securities laws require HughesLittle to abide by particular disclosure and other securities laws and regulations. These laws require HughesLittle, prior to trading with or advising their clients, to purchase securities, to inform them of any relevant relationships and connections they may have with the issuer of securities. HughesLittle has no relationships with related or connected issuers of securities that are held in the Pooled Funds or in Segregated Accounts. HughesLittle has no related or connected issuers.

A related issuer is a person or company that influences or is influenced by another person or company. A connected issuer is an issuer of securities that has a relationship with HughesLittle that, in connection with the distribution of securities of the issuer, is material to a prospective purchaser of the securities. If such a relationship existed, the relationship may be material if it likely that a reasonable prospective purchaser would consider it important under the circumstances to their decision to purchase.

A related registrant is a registered adviser or dealer under securities legislation that has a principal shareholder, director or officer that is a principal shareholder, director or officer of HughesLittle. HughesLittle has no related registrants.

Dealings with Related or Connected Issuers

In trading under discretionary authority or advising with respect to investments in its Pooled Funds, HughesLittle will act in accordance with its Client’s Investment Policy Statements or the Trust Deeds of the Funds. In all investment decisions, HughesLittle will deal fairly, honesty and in good faith with each of its Clients.

If HughesLittle relationships change to add related or connected issuers:

Where HughesLittle acts as Manager of the Fund, it will inform you of the relationship before performing any of the management services of the Fund; and
Where HughesLittle acts as your advisor with investment discretion, it will obtain your specific and informed written consent to such investment direction prior to exercising discretion with respect to investments in those issuers.

When acting as your dealer, HughesLittle does not charge or receive any sales charge for any purchase or sale of the HughesLittle Value Fund or the HughesLittle Balanced Fund.

Allocation of Investment Opportunities

HughesLittle expressly recognizes the absolute need for the fairness in the allocation of investment opportunities among the HughesLittle Value Fund, HughesLittle Balanced Fund or other investment accounts that HughesLittle may manage or may manage in the future. In addition the directors, officers and employee of HughesLittle are subject to a personal trading code, which governs their personal investment activities. In compliance with the code, directors, officers, and employees may invest in the HughesLittle Value Fund and HughesLittle Balanced Fund in which HughesLittle client assets are invested.

Our policies are that any director, officer and employee shall:

Ensure that he or she deals fairly in the allocation of investment opportunities among clients;
Always have a reasonable and adequate basis for investment recommendations made to clients supported by appropriate research and investigation;
Exercise diligence, thoroughness and independent professional judgment in making any recommendations to clients and in taking investment action for them
In the event of limited availability of any particular security, such as an initial public offering, or in the event of a limited market for any particular security, allocate the opportunity on an equitable pro rata basis having regard to such factors as we consider relevant in the circumstances
Ensure that any trades done on a bulk basis are allocated amongst clients accounts fairly and equitably; and
Seek best execution with respect to brokerage transactions, taking into account both the ease and timeliness of the trade and cost of such execution.

Soft Dollar and Client Directed-Brokerage Commissions

HughesLittle does not participate in any soft dollar arrangements or client-directed brokerage commission plans. HughesLittle obligation is to achieve best execution for our clients at all times, and by not participating in soft dollar or directed brokerage arrangements will ultimately result in lower commission costs for our clients.

Referral Arrangements

HughesLittle does not participate in any referral arrangements with third parties.

Personal Trading

HughesLittle has implemented personal trading policy to eliminate the conflicts of interest that could arise if employees were permitted to trade in their own accounts (or those over which they have influence) those same securities held by the Firm.

To ensure that HughesLittle upholds its fiduciary responsibilities to its clients, no employee is allowed to trade until all client trades are completed. Blackout periods and pre-approval requirements are invoked as a standard practice. The Firm’s Chief Compliance Officer reviews all employee brokerage statements on a regular basis.

Gifts and Business related entertainment

The acceptance of gifts can be perceived as a conflict of interest; as such HughesLittle has established written policies that limit the acceptance of gifts consistent with CFA Institute guidelines. HughesLittle does not allow its employees to accept gifts that can be reasonably expected to compromise the employee’s independence or objectivity. All gifts are required to be reported to the Chief Compliance Officer. In the last year no employees have received a gift or entertainment, as a result of their employment with HughesLittle from any third party in excess of $150.00. From time to time employees participate in ordinary business-related entertainment paid for by third parties. Employees participate in these types of activities if their purpose is not to influence or reward employees. Non business-related entertainment to be paid for by third parties must be reported to and approved by the Chief Compliance Officer prior to their commencement.

Shareholding voting procedures (Proxy Voting)

HughesLittle has discretion in voting the portfolio securities purchased on behalf of clients. A perceived conflict arises given the opportunity to vote securities in its own interest or agree to certain corporate actions, including for the purpose of getting or maintaining certain issuers as clients. To minimize such conflicts, HughesLittle maintains records of how they vote securities. HughesLittle does not invest in securities of issuers for the purposes of exercising control over, or participating in management of issuers. The following are our Shareholding Voting Procedures:

Owners of common stock in publicly-traded companies have the right to vote on a wide variety of company policies and practices.    The Firm’s basic share-holder voting policy is to only support resolutions that are likely to enhance and increase a company’s long-term financial health:

to support this policy all shareholder voting proposals will be reviewed on a case by case basis by the Firm’s Portfolio Managers. Where votes are controversial or against management the Portfolio Manager will discuss the voting proposal with the Chief Compliance Officer to determine whether additional action is required;
unless specifically asked by a unit holder or segregated account holder the Firm will not be disclose its voting intentions on specific proxy items;
the Firm will not delegate share-voting responsibilities to others; and
the Firm’s shareholder voting record will be maintained by Administration in a binder called “Shareholder Voting”

The Chief Compliance Officer reviews Shareholder Voting on a quarterly basis to ensure that the votes have been made in accordance with these policies.

Directorships and Outside Employment

HughesLittle has adopted the following guidelines regarding the appointment of employees on the board of directors and/or committees of external organizations. Employees may not serve on the board of directors or other committees of reporting issuers. Employees may serve on the board of directors or other committees of other organizations or non-reporting issuers, so long as the employee obtains prior approval from the Firm’s Chief Compliance Officer, to ensure this would not interfere or give the appearance of interfering with an employee’s ability to act in the best interest of HughesLittle or its Clients. Mark Hughes is an Officer and Director of Peace Arch Soccer Club and South Fraser Soccer Club – both non-profit societies.

Client complaints

HughesLittle has a written process with respect to Client Complaints. Contact Mark Hughes for information on how to process a complaint. If the Firm does not satisfy the complaint to the Client’s satisfaction, independent dispute resolution or mediation services are available at the Firm’s expense to mediate the dispute.

Investment Objectives

Your investment objective is the primary consideration or goal of your account. Your objective is specific to you and can be different from other Clients. Your objective may be defined as one of the following: “growth” or “income” or growth and income”. Each of these categories is defined below.

Growth – the primary purpose of a growth oriented portfolio is to see the holdings in the portfolio increase over time. You are not concerned with income generation, but want the holding to appreciate in value over time. You may hold a relatively high portion of your account in equities if you also have a higher risk tolerance and long time horizon.

Income - the primary purpose of your account is to generate an income stream in the form of interest and dividends. You are less concerned about growth of the underlying assets. An income generating portfolio should hold a relatively high weighting of bonds or short-term notes.

Growth and Income – you are looking to generate both current income and grow the assets over time. An investor looking for both growth and income will hold both equities and bonds. Depending on your risk tolerance and time horizon, the amount of equities and bonds you hold will vary.

Risk tolerance

This section outlines your ability and willingness to assume risk in your portfolio. All investments have risk. Prior to investing in any investment each investors should understand the risks of investing in the investment.

Every investor has their own tolerance for risk or comfort with volatility. An investor’s risk tolerance is directly related to their investment objectives, investment time horizon and comfort with volatility. An investor with a “low”” risk tolerance is less willing to accept volatility in portfolio value and they may have a shorter investment time horizon. An investor with a “high” tolerance must be willing to accept larger variations in portfolio value and have a longer investment time horizon.

Investment risks

The various risks that the Firm’s Managed Accounts’ investments are exposed to as a result of its direct holdings in equities, fixed income securities or short-term investments are summarized below:

Currency risk

The Firm’s managed accounts holds assets denominated in currencies other than the Firm’s managed accounts functional currency. The Firm’s managed accounts are therefore exposed to currency risk. Exchange rates will fluctuate due to changes in foreign exchange rates. Exchange rates may change independently of the securities market in a particular country and, as a result, gains and losses may be affected by changes in exchange rates. Equities in foreign markets are exposed to currency risk as the prices denominated in foreign currencies are converted to the Firm’s managed accounts functional currency in determining fair value.   The Firm does not undertake hedging activities in an attempt to manage currency risk for its managed accounts.

Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of interest-bearing investments. As a result, the Firm’s managed accounts are subject to interest rate risk due to fluctuations in the prevailing level of market interest rates.   The Firm’s managed accounts exposure to interest rate risk is concentrated in their investment in fixed income and money market instruments. Other assets and liabilities are short-term in nature and/or non–interest bearing.

Other Price Risk

Other price risk is the risk that securities will fluctuate in value because of changes in other factors (other than those arising from interest rate or currency risk).   These changes can be caused by factors specific to the individual security such as potential or actual profitability of the underlying company, number and caliber of competitors and the effect of potential or actual regulation on business operations. Changes can also be caused by factors affecting all similar securities traded in the market such as macroeconomic or political conditions.

All security investments present a risk of loss of capital. The maximum risk is determined by the fair value of the securities held by the Firm’s managed accounts. The Firm moderates this risk through a careful selection of securities within specified limits and the Firm’s managed accounts market price risk is managed through diversification of the investment portfolio. The Firm’s portfolio managers monitor the Firm’s overall market positions on a daily basis and positions are maintained within established ranges. The Firm cannot control the market price of securities that the Firm’s managed accounts invest in.

Credit Risk

Credit risk is the risk that the Firm’s managed accounts would incur potential loss if the counterparties to a financial instrument such as a fixed income security or derivative, failed to perform in accordance with the terms of their obligation to the Firm’s managed accounts. The Firm limits its managed account’s exposure to credit loss by investing in fixed income securities with high credit quality and by dealing through approved brokers. To ensure the credit quality of its investments, the Firm performs ongoing credit evaluations based upon factors surrounding the credit risk of customers, historical trends and other information.

Payment for purchases is made only when the securities have been received by the broker. Delivery of securities sold is made only when the payment is received by the broker.

The Firm’s managed accounts only invest in financial assets having an investment grade rated primarily by Dominion Bond Rating Services, Standard & Poors and Moody’s Corporation.   The Firm’s managed accounts have no investments in derivatives.

Liquidity risk

Liquidity risk is the risk that the Firm’s managed accounts may not be able to settle or meet its managed accounts obligations on time or at a reasonable price.

The Pooled Funds the Firm manages are exposed to bi-monthly redemptions of redeemable units in the Funds.   The units of the Funds are redeemable on demand at the current Transactional NAV per unit at the option of the unit holder. Liquidity risk is managed by investing the majority of the Fund’s assets in investments that are traded in an active market and can be readily disposed of. The Fund’s investment portfolio is considered readily realizable and highly liquid.

Segregated Account clients are able to make cash requests at any time. Liquidity risk is managed by investing the majority of the Segregated Account’s assets in investments that are traded in an active market and can be readily disposed of. The investment portfolios of Segregated Account clients are considered readily realizable and highly liquid.

The market prices of investments can be volatile. Clients must understand this and be prepared for the day-to-day volatility of these prices. In some cases the price of an investment can go to zero and all of the money invested in the particular investment can be lost. HughesLittle Investment Management Ltd. takes certain steps to reduce this volatility and to reduce the possibility of an investment going to zero. Sometimes however, despite these steps, investments do become worthless.

Risk of Borrowing Money to Invest

There are risks to borrowing money to invest. The following are some risks and factors that should be considered before borrowing to invest:

Is Borrowing Money to Invest Right forYou:

Borrowing money to invest is risky. You should only consider borrowing to invest if:

You are comfortable with taking risk.
You are comfortable taking on debt to buy investments that may go up or down in value.
You are investing for the long-term.
You have a stable income.

You should not borrow to invest if:

You have a low tolerance for risk.
You are investing for a short period of time.
You intend to rely on income from the investments to pay living expenses
You intend to rely on income from the investments to repay the loan. If this income stops or decreases you may not be able to pay back the loan.

You can end up losing money:

If the investments go down in value and you have borrowed money, your losses would be larger than had you invested using your own money.
Whether your investments make money or not you still have to pay back the loan plus interest. You may have to sell other assets or use money you had set aside for other purposes to pay back the loan.
If the investments go up in value, you may still not make enough money to cover the costs of borrowing.

At any and all times HughesLittle Investment Management Ltd. has an obligation to assess whether a purchase or sale of a security is suitable for a Client or a potential Client.

If after reading this Client Disclosure Summary you have any questions please contact Mark Hughes.