Exchange Bulletin

U.S. Financials Income Fund (USF.UN) To Trade On Toronto Stock Exchange


February 20, 2015

U.S. Financials Income Fund (the “Fund”) - An application has been granted for the original listing in the Industrial category of up to 8,625,000 Class A Units of the Fund, of which up to a maximum of 7,500,000 Class A Units will be issued and outstanding and up to 1,125,000 Class A Units will be reserved for issuance upon completion of an initial public offering (the “Offering”).

Listing of the Class A Units will become effective at 5:01 p.m. on Monday, February 23, 2015 in anticipation of the Offering closing on Tuesday, February 24, 2015. The Class A Units will be posted for trading at the opening on February 24, 2015.

Registration of interests in and transfers of the Class A Units will be made only through the book-based system of CDS Clearing and Depository Services Inc. (“CDS”). Class A Units must be purchased, converted, transferred and surrendered for redemption through a CDS Participant. Upon the purchase of Class A Units, the owner will receive only a customary confirmation.

Additional information on the Class A Units may be found in the Fund’s final prospectus dated January 29, 2015 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.

 

Stock Symbol: "USF.UN" CUSIP: 90290Q 10 2 Trading Currency: CDN$

 

Temporary Market Maker: Jones Gable & Company Ltd.
Other Markets: None
Head Office Address: 121 King Street West
Standard Life Centre
P.O. Box 113, Suite 2600
Toronto, Ontario
M5H 3T9
Email Address: droode@strathbridge.com
Website: www.strathbridge.com
Head Office Telephone Number: (416) 681-3940
Fax Number: (416) 681-3901
Investor Relations: David Roode
(416) 681-3940 or 1-800-725-7172
Email: info@strathbridge.com
Chief Financial Officer: John D. Germain
Corporate Secretary: John P. Mulvihill
Manager of the Fund: Strathbridge Asset Management Inc.
Incorporation: The Fund is a closed-end investment trust established under the laws of the Province of Ontario pursuant to a trust agreement dated January 29, 2015.
Fiscal Year End: December 31
Nature of Business: The Fund will seek to achieve its investment objectives by investing in an actively managed portfolio (the ‘‘Portfolio’’) of U.S. Financial issuers (defined herein) selected from the S&P 500 Index that are classified as ‘‘financials’’ by Standard & Poor’s Global Industry Classification Standard and which have a market capitalization of at least US$10 billion and a credit rating issued by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. of at least A- at the time of purchase (‘‘U.S. Financial issuers’’). The Portfolio will also include U.S. publicly listed alternative asset management issuers which have a market capitalization of at least US$5 billion at the time of purchase (‘‘Alternative Asset Managers’’). U.S. Financial issuers may include, but are not limited to, issuers operating in the following financial industry sub-sectors: retail and commercial banking, investment banking, wealth management, insurance and real estate. Alternative Asset Manager issuers may include, but are not limited to, managers or investment advisors who structure, promote, sponsor or operate investment and other funds focused on non-traditional asset classes such as private equity, real estate, commodities and alternative investment strategies.
Transfer Agent & Registrar: Computershare Investor Services Inc., at its principal offices in Toronto.
Distributions: The Fund intends to make quarterly cash distributions to Unitholders on the last business day of March, June, September and December. The Fund intends to pay equal quarterly distributions (equal to one-fourth of the annual targeted rate) initially expected to be $0.125 per Unit (approximately $0.50 per annum, representing an annual cash distribution of 5.00% based upon the $10.00 per Unit issue price). The initial cash distribution for the period from the Closing Date (anticipated to be February 24, 2015) until March 31, 2015, will be paid on or about March 31, 2015. The first distribution will be prorated to reflect the period from the Closing Date to March 31, 2015. Distributions paid by the Fund are generally expected to be sourced from U.S. source dividend income and realized capital gains. The Fund will not have a fixed distribution but intends to announce distributions annually based on, among other things, the actual and expected distributions and returns generated by the Portfolio less the Fund’s estimated expenses. Cash distributions will be payable in Canadian dollars to holders of Class A Units and in U.S. dollars to holders of Class U Units.
Conversion of Class U Units into Class A Units: In addition to the Class A Units, the Fund is offering Class U Units under the Prospectus. The Class U Units are designed for investors wishing to make their investment in U.S. dollars and will not be listed on a stock exchange. A holder of Class U Units may convert such Class U Units into Class A Units on a weekly basis and it is expected that liquidity for the Class U Units will be obtained primarily by means of conversion into Class A Units and the sale of such Class A Units. Class U Units may be converted in any week on the first business day of such week (“Conversion Date”) by delivering a notice and surrendering such Class U Units by 3:00 p.m. (Toronto time) at least five business days prior to the applicable Conversion Date.

For each Class U Unit so converted, a holder will receive that number of Class A Units equal to the Net Asset Value per Class U Unit as at the close of trading on the business day immediately preceding the Conversion Date divided by the Net Asset Value per Class A Unit as at such time. As the Units are denominated in different currencies, the Fund will utilize the applicable Reference Exchange Rate, or as nearly as practicable to, the Conversion Date. No fraction of a Class A Unit will be issued upon any conversion of Class U Units and any fractional amounts will be rounded down to the nearest whole number of Class A Units. Reference Exchange Rate means the Bank of England’s 4:00 p.m. US/CAD spot rate as found on: www.bankofengland.co.uk/statistics/pages/iadb/notesiadb/Spot_rates.aspx.
Public Offering: Pursuant to the terms of the Prospectus, up to a maximum of 7,500,000 Class A Units and 1,500,000 Class U Units (unlisted) are being offered to the public by Scotia Capital Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., TD Securities Inc., GMP Securities L.P., Raymond James Ltd., Canaccord Genuity Corp., Desjardins Securities Inc., Dundee Securities Ltd. and Mackie Research Capital Corporation, as agents, at a price of $10.00 per Class A Unit and U.S. $10.00 per Class U Unit.