CIBC Global Asset Management: investment adviser

CIBC GAM is also a member of the U.S. National Futures Association and is registered as a U.S. Commodity Trading Advisor with the Commodity Futures Trading Commission. The Firm offers investment advisory services to institutional clients via CIBC GAM and to high net worth retail clients via CIBC Private Investment Counsel (“CPIC”), a division of CIBC GAM.. This Brochure focuses primarily on advisory services as they apply to CIBC GAM’s institutional clients. A separate Brochure is available for CPIC retail clients. CIBC GAM offers discretionary and non-discretionary advisory services to institutional clients. The clients’ individually managed accounts are tailored to their investment requirements and restrictions. Investments by CIBC GAM may be made on clients’ behalf in, but not limited to, the following:

Cash or money market securities issued by government or corporations; Term deposits, banker acceptance notes or similar instruments issued by eligible financial institutions; Bonds, notes, debentures, preferred securities, mortgages, mortgage-backed and asset-backed securities or other debt instruments of governments or corporations; Publicly traded common stocks, including rights, warrants, convertible debentures, installment receipts or other common share equivalents; Income trust units, including royalty trusts, real estate investment trusts or other similar investment vehicles; Currency; Private placements, whether debt or equity, of governments or other issuers.

CIBC GAM accounts may be denominated in Canadian or U.S. dollars. CIBC GAM, through its Client Servicing Managers (each a “CSM”), seeks to develop a full understanding of each client’s investment needs. CIBC GAM Portfolio Managers (each a “PM”) will manage the day-to-day investment decisions in accordance with the client’s investment policy statement. CIBC GAM provides periodic reporting to the client, with support from the CSMs. (Please see Item 13 – Review of Accounts) Funds CIBC GAM and CIBC sponsor and provide discretionary investment advisory services to certain proprietary pooled investment vehicles and mutual funds registered in Canada (the “Funds”). CIBC GAM U.S. institutional clients are not invested in CIBC GAM or CIBC Funds.

Equity Value Strategy Global Equity Strategy Global Equity Growth Strategy International Equity Strategy Qi Global Low Volatility Dividend Strategy Canadian Equity S&P/TSX Index Strategy U.S. Equity S&P 500 Index Strategy International Equity Index Strategy Passive Currency Strategy Constrained Currency Strategy Unconstrained Active Currency Strategy Multi-Asset Absolute Return Strategy

Fees (per annum) 0.20% to 0.35% 0.20% to 0.35% 0.20% to 0.35% 0.40% to 0.65% 0.35% to 0.55% 0.40% to 0.65% 0.35% to 0.55% 0.25% to 0.35% 0.03% to 0.09% 0.03% to 0.09% 0.05% to 0.10% 0.025% to 0.075% 0.025% to 0.10% 14% to 15% of targeted value added objective 0.80% to 1.00%

Management fees for institutional clients may be negotiated on a case-by-case basis and are determined by a number of factors, including the investment strategy, size of the account, and servicing requirements. The client’s IMA provides the fee-related information for the account. Institutional clients are charged a minimum annual fee that varies by strategy. A portion of a client’s account assets may be held in cash to satisfy one or more objectives, including having an allocation to cash as part of an asset allocation, facilitating transaction execution, or having available funds to pay the quarterly advisory management fee. Cash and cash alternatives are subject to the investment management fee. Certain clients may also be charged a performance-based fee, which is typically 20% of the performance generated over a specific performance objective. Performance fees may vary and are negotiated on a client-byclient basis. (Please refer to Item 6 below for additional information regarding performance-based fees.) In addition to management and performance fees, all institutional clients are responsible for any costs or expenses related to brokerage transactions, custodial services, interest, foreign currency transactions, and regulatory requirements. Clients are also responsible for any applicable taxes. (Please see Item 12—Brokerage Practices for additional information regarding brokerage and other expenses.) Institutional clients may elect to be billed directly for fees or authorize CIBC GAM to submit an invoice to their custodian so that management fees may be directly debited from their custodial accounts. Management fees may be prorated for significant cash flows during the applicable calendar quarter. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee.

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CIBC GAM has adopted procedures and controls that are reasonably designed to treat clients fairly and equitably and to prevent the conflicts described above from influencing the allocation of investment opportunities among clients. (For more information, please see Item 12 - Brokerage Practices / Trade Allocation)

Strategy Description The strategy invests in a diversified portfolio of small, mid and large cap companies combined with a valuation-based stock selection process which is expected to provide superior returns over an investment cycle. The strategy utilizes a bottom-up, fundamental approach to invest in companies with strong management teams that are currently trading at reasonable valuations (measured using multiples and intrinsic values) and which are expected to outperform over the long term. These companies have established track records of success, strong balance sheets that act as risk mitigators, and have demonstrated high capital capabilities. Finally, we use multiples and intrinsic value to assess valuations in order to find growing companies. ADV FORM 2A I 6

Strategy Canadian Equity Large Cap Dividend Value Strategy

U.S. Equity Value Strategy Global Equity Strategy

Global Equity Growth Strategy

International Equity Strategy

Qi Global Low Volatility Dividend Strategy

Canadian Equity S&P/TSX Index Strategy

U.S. Equity S&P 500 Index Strategy

Strategy Description The strategy invests in a diversified portfolio of large cap Canadian companies (over $6 billion Canadian dollars in market capitalization) that emphasizes businesses with strong and growing dividends with the objective of adding consistency and stability to long-term returns. In addition, we believe that under normal circumstances, stock valuation levels will revert to historic means. Markets tend to overreact to shortterm cyclical or operational risks that may create opportunities to accumulate positions in well-managed businesses with attractive valuations. The strategy invests in U.S. businesses trading at a discount to fair value with the objective of generating risk-adjusted returns over time. The strategy is a bottom-up, fundamental approach that invests in companies with capable management teams, trading at attractive valuations that we believe will outperform over the long-term. We invest in companies with sustainable competitive advantages, strong balance sheets, and which have the potential to generate high returns through cycles of about 3 to 5 years. The strategy philosophy is that accelerating growth in revenues and earnings results in significant potential for stock price appreciation. We focus on inflection points in companies’ fundamentals because we believe markets are inefficient at identifying such points. Our process is designed to uncover stocks that outperform as earnings growth accelerates, market expectations rise and multiples expand. The strategy is a bottom-up, fundamental approach that invests in companies with sustainable competitive advantages, strong balance sheets, and which have the potential to generate high returns through cycles of about 3 to 5 years. We are looking at companies that have capable management teams, and trading at attractive valuations that will outperform over the long-term. These companies have established track records of success, aligned incentives for management, and insider ownership. Finally, we consider ourselves as being growth at a reasonable price managers, meaning we buy companies with a margin of safety and significant expected upside. The strategy is driven by a quantitative approach towards enhancing investment decision making and drive superior risk-adjusted returns for clients. We augment investment decision making with quantitative modelling which we believe improves client outcomes. Our strategy has a strong infrastructure driven by the use of high-quality data (data which undergoes a multi-layer vetting process), while we are constantly ensuring that our systems are robust and rigorously tested. Finally, we use strong risk management to enhance risk-adjusted returns and ensure that our portfolios adhere to client expectations. This strategy is expected to provide long-term growth through capital appreciation. The strategy is managed to obtain a return that approximates the performance of the TSX Composite Index. The strategy philosophy believes that ongoing risk management and monitoring are essential to the application of an index strategy. This strategy is expected to provide long-term growth through capital appreciation. The strategy is managed to obtain a return that ADV FORM 2A I 7

Strategy

International Equity Index Strategy Passive Currency Strategy

Constrained Currency and Unconstrained Active Currency Strategy

Multi-Asset Absolute Return (MAARS) Strategy

Strategy Description approximates the performance of the S&P 500 Index calculated on a total return basis. The S&P 500 Index is a capitalization-weighted index of 500 stocks, designed to measure performance of the broad U.S. economy representing all major industries. This strategy is expected to provide long-term growth through capital appreciation. The strategy is managed to obtain a return that approximates the performance of the MSCI EAFE Index. This strategy is exclusively derivatives-based using over-the-counter (“OTC”) currency forwards, typically three months in maturity, which would be implemented based on the hedging target provided by the client. The tracking of the exposure would be a function of the frequency the client wishes to rebalance the exposure, and we are able to rebalance, daily, monthly and quarterly. The rebalancing threshold is defined in consultation with the client to avoid multiple transactions. When the actual position deviates from target, the threshold defines when rebalancing occurs. Our passive hedging capabilities are fully customizable to allow flexibility in structuring hedging to reflect client needs. The strategy’s investment philosophy emphasizes the importance of market inefficiencies and anomalies in determining the behavior of currency returns. Despite high market liquidity, these inefficiencies and anomalies are expected to persist, reflecting the presence in the currency market of heterogeneous participants (including some with non-profit objectives), behavioral traits, and investment horizons. The MAARS strategy identifies profitable opportunities across 100+ developed and emerging markets (assets in equities, bonds, currencies, commodities, and volatility) using an integrated set of quantitative and qualitative investment strategies in combination with rigorous portfolio construction and risk management techniques. The resulting portfolio spans traditional directional and relative value strategies implemented using a combination of physical securities, exchange-traded funds, and derivatives (swaps, futures, forwards, and options).

Risk of Loss The investment risks described below represent some but not all of the risks associated with various types of investments and investment strategies, including each of the strategies described above. A description of the investment risks associated to specific investment products can be found in the offering documentation for such products, as applicable, and it is available at request. The assets held in your account are not guaranteed and can lose value. There is no guarantee that the principal value of your account will be maintained. Depending on the types of securities that are held in your account, your account is subject to one or more of the following risks, and you should be aware that not all of the risks listed below will apply to every investment strategy, as certain risks may only apply to certain investment strategies or investments in different types of securities. Clients should carefully evaluate all applicable risks with any investment or investment strategy and realize that investing in securities involves risk of loss that all clients should be prepared to bear.

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Market risk: Investments in securities may not perform as expected and the value of securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, external events, and currency and interest rate fluctuations. Management risk: The investment techniques and risk analysis used by the portfolio manager(s) of a fund or strategy may not produce the desired results. Company risk: External and internal factors can affect a company’s profitability and stock prices. Capitalization risk: Significant exposure to securities in a particular capitalization range (large-, mid- or smallcap securities) can pose risk in that the predominant capitalization weighting could underperform other segments of the market as a whole. Interest rate risk: The risk that the value of fixed income securities will fall due to rising interest rates. Credit risk: The risk that the issuer of a security or the counterparty to a contract will default or otherwise become unable to honor a financial obligation. Liquidity risk: Various economic conditions could lead to limited liquidity (the ability to readily convert an investment into cash) and greater volatility. Preferred Stock risk: Preferred stocks are sensitive to interest rate changes, and are also subject to equity risk, which is the risk that stock prices will fall over short or extended periods of time. The rights of preferred stocks on the distribution of a company’s assets in the event of a liquidation are generally subordinate to the rights associated with a company’s debt securities. Leverage risk: The use of leverage can amplify the effects of market volatility on share price and may also cause a liquidation of portfolio positions when it would not be advantageous to do so in order to satisfy obligations. Corporate Fixed Income Securities risk: The prices of corporate fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness and business prospects of individual issuers. Fixed Income Market risk: The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. In the case of foreign (non-U.S.) securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. Asset-Backed Securities risk: Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities, and asset-backed securities may not have the benefit of any security interest in the related assets. Mortgage-Backed Securities risk: Mortgage-backed securities are affected by, among other things, interest rate changes and the possibility of prepayment of the underlying mortgage loans. Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to meet their obligations. U.S. Government Securities risk: Investment in U.S. government obligations may include securities issued or guaranteed as to principal and interest by the U.S. government, or its agencies or instrumentalities. Payment of principal and interest on U.S. government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. There can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so. In addition, U.S. government securities are not guaranteed against price movements due to changing interest rates.

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Exchange rate or currency risk: The U.S. dollar value of foreign securities, U.S.-listed foreign securities, and American Depositary Receipts varies and is dependent on currency exchange rates, which fluctuate based on various economic, political and social reasons. Volatility risk: Securities prices can be volatile in that they can fall or rise, sometimes rapidly and unpredictably, due to various contributing factors: • Concentration risk: Losses can occur from having a large portion of holdings in a particular investment, asset class, or market segment relative to an investor’s overall portfolio. Concentration can be the result of a number of factors such as company stock concentration, concentration due to correlated assets, concentration in illiquid investments, or concentration due to asset performance. • Event risk: Political, social, economic and other events can adversely affect the financial markets and your investments. Sector risk: Investments with high concentrations in a particular sector (e.g. energy, information technology, consumer products) will be more impacted by adverse effects on companies in those sectors than investments that are broadly diversified. Foreign Security risk: Foreign securities have the potential to be more volatile than U.S. securities due to such factors as adverse economic, political, social or regulatory developments in a country. Emerging Markets risk: Emerging markets could be exposed to greater volatility and market risk than developed markets. ESG risk: A strategy that considers or is focused on environmental, social and governance (“ESG”) investments may exclude securities of certain issuers for non-financial reasons, thereby potentially foregoing certain other market opportunities available to strategies not focused on ESG investments. This may cause the strategy to underperform the financial markets. There is also risk that the companies identified for inclusion in the ESG investment strategy do not operate as expected when addressing ESG issues. Cyber security risk: As the use of technology has become pervasive in the ordinary course of business, we have become potentially more susceptible to operational and other risks through breaches in cyber security. In general, cyber incidents can be the result of intentional and unintentional events for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. This could cause us to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Cyber security breaches may involve unauthorized access to the digital information systems that support an account (e.g., through “hacking” or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users). Authorized persons could also inadvertently or internationally release confidential or proprietary information stored on our systems. In addition, cyber security breaches of third-party service providers that provide services to an account or issuers that an account invests in can also subject us to many of the same risks associated with direct cyber security breaches. Like with operational risk in general, we have established risk management systems in conjunction with our parent company CIBC that are designed to reduce the risks associated with cyber security. CIBC performs routine cyber risk assessments to ensure that we have in place controls designed to minimize user-related risks and prevent unauthorized access to information and systems. This includes threat and vulnerability management testing on the systems used by us and is responsible, in concert with our employees, for cyber security incident response and recovery. A cybersecurity dashboard is reviewed by management on a quarterly basis and includes metrics on areas of cyber risk and description of any significant cyber security incident. Beyond our internal systems, there are cyber risks associated with those systems we do not directly control such as those of issuers or third-party service providers, and therefore we cannot guarantee that clients will not be harmed because of cyberattacks or similar issues on those systems.

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CIBC GAM is also registered as a Commodity Trading Manager and a Derivatives Portfolio Manager in the Canadian provinces of Ontario and Quebec, respectively, which is a requirement for CIBC GAM to be able to provide advice and discretionary trading to certain of its advisory service clients with respect to commodities and derivatives. CIBC GAM is also registered in Canada as an Investment Fund Manager and an Exempt Market Dealer. RELATED ENTITIES AND CONFLICTS OF INTERESTS CIBC has a global portfolio of companies under its control, including advisory affiliates material to the investment advisory services we provide. Our ultimate parent, CIBC, is a publicly traded entity. As such, we have a potential conflict of interest in the support of the CIBC share price through the purchase of shares in our client accounts. CIBC GAM manages this conflict by disclosing this relationship and obtaining the client’s written consent prior to purchasing CIBC shares. (Please refer to Item 17 – Voting Client Securities, for additional information related to proxy voting.) All institutional clients are free to select their own custodian, including custodians affiliated with CIBC (described below) or otherwise. CIBC GAM does not recommend custodians. (Please refer to Item 15 – Custody, for additional information related to custody.) CIBC Mellon Trust Company (“CIBC Mellon”), which is jointly owned by CIBC and the Bank of New York Mellon Corporation, and CIBC Trust Corporation (“CIBC Trust”), which is a CIBC wholly-owned subsidiary, may be selected by certain clients to serve as their custodian. CIBC GAM has determined that CIBC Mellon is “operationally independent” of CIBC GAM by virtue of having separate employees, physical locations, systems, or access from CIBC Mellon. CIBC Trust, however, is not “operationally independent” of CIBC GAM and CIBC GAM annually undergoes a surprise on-site examination by an independent accounting firm. CIBC Trust provides ADV FORM 2A I 11

CIBC GAM with an annual internal control report prepared by an independent accounting firm that is subject to examination by the U.S. Public Company Accounting Oversight Board (PCAOB). CIBC Private Wealth Advisors, Inc. (CPWA), a wholly-owned subsidiary of CIBC based in the U.S. and with offices in several U.S. cities, is registered with the SEC as an investment adviser. CPWA and CIBC GAM, although affiliated, do not, among other things, offer all of the same strategies or charge the same fees for their services. We have in place an agreement with respect to sharing fees for client referrals. CIBC GAM engages CPWA as sub-adviser to certain Funds. CPWA receives an asset-based investment advisory fee for the services it provides to these Funds. CIBC World Markets Inc. and CIBC World Markets Corp. are affiliated broker-dealers that are wholly-owned subsidiaries of CIBC. CIBC GAM may affect trades for client accounts with an affiliated broker-dealer. Our affiliate broker-dealer may also act as an underwriter for certain securities that may be purchased in CIBC GAM accounts. As such, the affiliated broker-dealer will earn a commission or other fees in connection with such transactions. (Please refer to Item 12—Brokerage Practices below for additional information regarding CIBC GAM’s brokerage practices.) CIBC GAM will take reasonable steps to identify existing material conflicts of interest that we may reasonably expect to arise between us and our affiliates. We will respond as appropriate to each such conflict of interest by avoiding, controlling, or disclosing the conflicts of interest to our clients. Some of our directors, executive officers and employees are also directors, officers, employees or registered persons of one or more affiliates. In addition to managing your assets, we also manage the assets of other clients. We may give advice and take action in the performance of our duties for other clients that may differ from advice given, or in the timing and nature of action taken, with respect to your account. (Please refer to Item 12 – Brokerage Practices, for additional information related to soft dollars, trading allocation and cross-trading.) CIBC GAM also has referral arrangements with its affiliate entities. (Please refer to Item 14 – Client Referrals and Other Compensation for additional information related to referral arrangements.)

An obligation not only to personally comply with all applicable U.S. federal securities and relevant state laws, but also An obligation to affirmatively report to the persons and/or in the manner indicated in the CIBC Code of Conduct or the Personal Trading Policy as applicable, any personal, witnessed, or suspected violations ADV FORM 2A I 12

by other supervised personnel of any provision of either the CIBC GAM Code of Ethics or U.S. federal securities laws.

CODE OF CONDUCT The CIBC Code of Conduct (the “Code”) sets forth the principles that supervised persons are expected to follow to maintain the integrity of the Firm. The Code identifies policies to guide the actions of relevant personnel to promote a culture of compliance and accountability. Such policies include those related to financial crimes, whistleblower protection, political contributions, gifts and entertainment, personal loans, outside business activities, use of social media, confidentiality and privacy, amongst others. The Code policies further enhance the Firm’s ability to detect and address conflicts of interest. Training on the Code is provided and supervised persons must attest that they have read, understood and followed the Code on an annual basis. An employee who contravenes any provision of the Code or a CIBC policy may be subject to disciplinary action up to and including termination of employment as well as other actions. PERSONAL TRADING POLICY The Personal Trading Policy prohibits employees from short term and abusive trading and requires all CIBC GAM employees to comply with certain trading restrictions on securities transactions. The Personal Trading Policy guides the personal investment activities of employees, officers and directors, and accounts in which employees have an interest, to ensure that, among other things, the personal securities transactions of all employees are conducted in accordance with the following general principles:

a duty at all times to place the interests of clients first and foremost; the requirement that all personal securities transactions be conducted in a manner that avoids any actual or potential conflict of interest or the appearance of a conflict of interest or any abuse of an employee’s position of trust and responsibility; and that employees should not take inappropriate advantage of their positions.

The Personal Trading Policy requires employees of CIBC GAM to: (a) maintain their trading account at a CIBC affiliate or where an exception has been granted, to provide duplicate confirmations to CIBC GAM of any transactions in accounts held directly by an employee or beneficially owned by an employee; (b) comply with restrictions regarding certain securities as detailed in the Personal Trading Policy; and, (c) pre-clear certain personal securities transactions as detailed in the Personal Trading Policy. Under the Personal Trading Policy, certain classes of securities have been designated as exempt transactions based upon a determination that these are highly liquid and personal trading in such securities will have no impact on client holdings. Because the Personal Trading Policy in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from investment activity in a client’s account. Due to this conflict of interest between us and our clients, CIBC GAM’s Compliance department (part of CIBC's Compliance & Global Regulatory Affairs team) monitors and reviews transactions against the activity on the trading blotters and/or employee personal account statements. An employee who fails to comply with any provision of the Personal Trading Policy may be subject to disciplinary action including, without limitation, formal warning with manager notification, reversal of a trade, suspension of trading privileges, and/or suspension or termination of employment. CIBC GAM will provide a copy of the Code of Ethics to any client or prospective client upon request.

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INTEREST IN CLIENT TRANSACTIONS CIBC GAM may recommend that clients buy or sell securities in which CIBC GAM has a financial interest. These securities include securities of an issuer related or connected to CIBC GAM; and in which CIBC GAM, its officers, employees, and affiliates may have a direct or indirect financial interest. When a client enters an agreement with CIBC GAM or prior to the first transaction in securities related or connected to CIBC GAM, CIBC GAM discloses this conflict and obtains client consent.

the broker-dealers are adequately registered; reputation for fair dealing, stability and integrity in the marketplace the broker-dealer’s execution capability (i.e., trading experience, competency on block trading, ability to commit capital, access to underwriting and secondary market offerings, etc.); commission rates; access to electronic communication networks; ability to execute transactions in the desired size under various market conditions; and the quality and relevance of the research and/or order execution goods and services offered.

When deciding to which broker-dealer a given trade should be directed, CIBC GAM takes into account the following additional factors:

the equity team commission budget; the fixed income team dealer evaluation; the global trading and global beta team broker and counterparty evaluation; the broker-dealer’s execution capability (e.g., reliability in executing trades); commission rates; financial responsibility, strength and stability; responsiveness, reliability, and accuracy of communications; fairness in resolving disputes; ability to execute transactions: o in a timely and accurate manner at the time of the trade; o in the desired size under various market conditions; and o within the context of market price levels under various market conditions.

CIBC GAM seeks to achieve “best execution” by executing our clients’ trades at the most favorable execution terms reasonably available under the particular circumstances at that time. While, pursuant to this process, CIBC GAM may direct trades to CIBC World Markets Inc. and CIBC World Markets Corp. (collectively, “CIBC World Markets”), CIBC GAM affiliated broker-dealers, CIBC GAM does not treat CIBC World Markets more favorably than other broker-dealers or apply the factors discussed above ADV FORM 2A I 14

differently to CIBC World Markets. Securities transactions executed through CIBC World Markets on behalf of U.S. clients are executed on an agency basis. To mitigate any conflict that could arise in the brokerage selection process due to the provision of gifts and entertainment to our personnel, the CIBC Code of Conduct includes a provision that restricts an employee’s ability to give or accept gifts. That provision prohibits any employee from giving or accepting one or a series of gifts worth an aggregate of $200 (CDN) each year to or from any person, firm, or company with which CPIC does or seeks to do business, provided that such gifts are in accordance with normally accepted business practices.

SOFT DOLLAR ARRANGEMENTS “Soft dollars” refers to the practice of directing client brokerage commissions to a dealer in return for the provision of goods and services, other than order execution, from the dealer or a third-party provider. Soft dollar arrangements may give rise to potential conflicts of interest. This concern arises as these arrangements could provide an incentive for CIBC GAM to prioritize placing trades through brokers in return for goods and services that would benefit CIBC GAM’s investment decision making and/or order execution processes without CIBC GAM needing to spend its own resources to obtain them, over best execution. Securities legislation and our own internal policies set out a number of rules that are designed to identify, address, and mitigate such conflicts of interest. CIBC GAM is committed to dealing fairly, honestly, and in good faith in matters of trade execution and soft dollar arrangements and ensuring that trade execution decisions will be made on the basis of the best interests of our clients. Section 28(e) of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) provides a safe harbor that allows an investment adviser to pay more than the lowest available commission to obtain brokerage and research services (commonly referred to as a “soft dollar” arrangement). The Section 28(e) safe harbor is available for transactions in which:

The adviser has investment discretion over all of the accounts in question; The brokerage and research services are provided by the broker-dealer; The adviser makes a good faith determination that the commissions are reasonable in relation to the value of brokerage and research services provided, viewed in terms of either a particular transaction or the adviser’s overall responsibilities to all discretionary accounts; and The adviser discloses its policies and practices regarding the payment of commissions pursuant to soft dollar arrangements.

For purposes of the Section 28(e) safe harbor, a broker-dealer “provides brokerage and research services” when it:

Furnishes advice, directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or trading counterparties; Furnishes analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; or Affects securities transactions and performs associated functions such as clearance, settlement, and custody.

Section 28(e) specifically excludes transactions involving securities futures from the safe harbor. As CIBC GAM places orders for its clients with broker-dealers, some brokers provide a credit for a portion of the commissions paid that can be used by CIBC GAM to obtain research and other products or services that are designed to assist it in its investment decision-making or order execution processes for clients. This credit, also referred to as soft dollars, can be spent on eligible research and execution-related services and products. Where we have the ability to choose which brokers or dealers to use when placing trades for your account, CIBC GAM can select a broker that provides us with soft dollars, which can be used to purchase research and execution related services and products. ADV FORM 2A I 15

Best execution is the primary factor considered when choosing which brokers or dealers to use when placing trades for your account. However, when soft dollars are available to use, CIBC GAM has established controls, monitoring, and record keeping procedures to confirm that the client accounts that generated the soft dollar commissions receive reasonable benefit over a reasonable period of time considering the use of the goods and services received and the amount of commissions paid. These procedures require pre-approval of all goods or services paid for with soft dollar commissions and take into account the fair value of the goods or services received where determinable. It is, however, possible that accounts other than those that generated the soft dollar commissions may benefit from the goods and services obtained through soft dollars. CLIENT DIRECTED BROKERAGE ARRANGEMENTS Clients may direct CIBC GAM to execute trades through specific broker-dealers. CIBC GAM may not be able to achieve best execution with respect to transactions executed on behalf of such client accounts. Further, directed brokerage account clients may pay higher brokerage commissions because CIBC GAM may not be able to aggregate orders to reduce transaction costs or otherwise negotiate commissions.

TRADE ALLOCATION Under all circumstances, CIBC GAM aims to be fair, reasonable and equitable to all clients based on their investment objectives and investment policies and must avoid conflicts of interest or favoritism among clients or groups of clients. When making an investment decision, the Portfolio Manager must consider if all client accounts managed with similar mandates should participate in the transaction to ensure they all have access to the same investment opportunities and no client accounts are disadvantaged. This remains a requirement even if clients sharing similar mandates happen to have different portfolios due, for example, to different cash flow and/or inception dates. In addition, CIBC GAM endeavors to combine or aggregate orders for clients in respect of trades in the same security that have identical terms (i.e., price limits) and approximate time of entry. If the approximate time of entry is different and there is still an active portion of the trade remaining on the desk, we will still endeavor to aggregate the balance of the existing order with a new order if the terms are identical. Also, if the full amount of the order originally placed is not received (i.e., a “partial fill” occurs), the order will generally be allocated on a pro rata basis across client accounts. Allocations of partial fills are made at the average execution price. Deviations from a pro rata allocation may be required in certain circumstances for fairness. With respect to equity securities, this may occur, for example, where: (1) only a small allocation has been obtained compared to the size of the original order, (2) the value of the order is, on relative terms, insignificant compared to the total value of the account, or (3) the parameters of an order with respect to a particular client (or clients) is modified, so that the execution of the order needs to be revisited. Any deviation from a pro rata allocation must be documented and be approved by the applicable Head of Asset Class or a senior manager who is at arm’s length to the transaction. CROSS TRADES From time to time, we may effect cross-transactions between CIBC GAM investment advisory clients, with the clients’ consent. CIBC GAM will ensure that the terms of the purchase and sale will be no less beneficial to the accounts involved than those generally available to other market participants in arm’s length transactions. ADV FORM 2A I 16

CIBC GAM utilizes various pre- and post-trade controls and monitoring techniques, including automated or manual processes. The Investment Controls group performs monitoring of accounts holdings to verify that portfolios are managed in accordance with investment guidelines and regulatory requirements. PMs are required to review any deviations resulting from these monitoring results, provide rationales and, if required, initiate corrective action. CSMs conduct periodic account reviews with their clients at least annually to ensure consistency with the client’s strategy and performance objectives. Client reporting of deviations from policies is prepared on a frequency agreed upon with each client. Institutional clients are provided with a written monthly report detailing performance and the assets that should be held in their custodial accounts. A written quarterly report is also issued that includes performance and portfolio characteristics. Each client’s qualified custodian maintains the official books and records for the client account and reports holdings and activities in the account during the previous period, by delivering account statements to the client. Clients are urged to carefully review the account statements received from their custodian and to promptly notify us, and their custodian, if they find any discrepancies or have any questions.

When the client’s custodian is CIBC Trust, CIBC GAM is deemed to have custody because it is affiliated with CIBC Trust through a common parent and CIBC Trust is not operationally independent of CIBC GAM. In that case and on an annual basis, CIBC Trust retains an independent accounting firm that is registered with, and subject to regular inspection by, the PCAOB and delivers an internal controls report to CIBC GAM. In addition, CIBC GAM undergoes a surprise examination by an independent accountant to perform a physical examination of client funds and securities maintained in the custody of CIBC Trust Please refer to the above-mentioned conflict of interest related to custody.

CIBC GAM has developed proxy voting guidelines (the “Guidelines”) that set out how CIBC GAM intends to vote on routine and non-routine issues. These Guidelines are based on the premise that environmental, social and governance issues may affect investment performance. Votes would normally be cast in accordance with the recommendations of the Proxy Adviser applying the Guidelines. However, due to the factual situation at hand and/or the interpretation of the Guidelines, the PMs may have a different opinion and therefore vote differently from the Proxy Adviser’s voting recommendation. Votes will be cast based on CIBC GAM’s best judgment of the economic interests of the clients based on the information that was available at the time of the proxy vote. CIBC GAM may participate in shareholder action groups where deemed appropriate. All proxy voting decisions, including voting CIBC securities, that do not follow the Proxy Adviser’s recommendations will be documented and include the rationale for the decision. Any deviations related to voting CIBC securities held in the Funds will be referred to the independent review committee for their consideration, in accordance with applicable Canadian regulations. CIBC GAM will undertake reasonable efforts to vote all proxies in its possession with the understanding that CIBC GAM will only be able to do so if it has the required documentation and sufficient information to make an informed decision within the given time frame. However, due to operational challenges that can surround proxy voting activity or for other reasons that may impede CIBC GAM’s ability to assess all of its clients’ best interests, CIBC GAM might not vote proxies in all instances. ADV FORM 2A I 18

With respect to a company where CIBC or any of its subsidiaries is providing advice, funding, underwriting or other financial services, or any other case where CIBC might have an interest in the outcome of the vote, the votes are generally cast in accordance with the Guidelines and the Proxy Adviser’s recommendation. CIBC has established ethical walls/information barriers designed to prevent the transmission of information and undue influence by CIBC and its subsidiaries on CIBC GAM. If an actual or perceived conflict of interest between CIBC GAM and a client or clients is identified, CIBC GAM will always place the interests of the client and their respective beneficiaries above its own. When a conflict of interest involving CIBC GAM (but not any of its affiliates) has been identified for a particular vote, whether it results from any material business, personal or familial relationship with senior personnel at a corporation in question or a material arrangement by CIBC GAM with any such corporation or any other reason, CIBC GAM will generally refrain from making a decision on the proxy vote at issue and will rely on the Proxy Adviser’s recommendation on voting the proxies unless it concludes that the Proxy Adviser’s recommendation is not in the best interest of its clients, in which case, the proxy Guidelines will apply. CIBC GAM will assess on an annual basis whether the Proxy Adviser remains independent and will assess its ability to make recommendations for voting proxies in an impartial manner and in the best interest of CIBC GAM's clients and their respective beneficiaries. The Guidelines will be reviewed at least annually by management to ensure that CIBC GAM follows the evolution of proxy voting practices. All relevant CIBC GAM investment professionals will also be asked to participate in this review process. CIBC GAM’s complete proxy voting policy and procedures are available to clients upon request. In addition, a record of all proxy votes cast on behalf of clients is available upon request. To receive a copy, please contact us at institutional@cibc.com.