Boys and Girls Clubs of Canada Foundation Investment Policies and Goals Boys and Girls Clubs of Canada Foundation – Investment Policies and Goals Table of Contents Section 1 - Purpose .............................................................................................................................................................................. 1 Section 2 - Trustee Responsibilities ..................................................................................................................................................... 2 Section 3 - Funds Overview ................................................................................................................................................................. 3 Section 4 - Objectives........................................................................................................................................................................... 4 Section 5 - Degree of Risk and Diversification ..................................................................................................................................... 5 Section 6 - Permitted Categories of Investments ................................................................................................................................. 6 Section 7 - Asset Allocation Guidelines ................................................................................................................................................ 8 Section 8 - Valuation of Investments .................................................................................................................................................. 10 Section 9 - Investment Manager Structure ......................................................................................................................................... 11 Section 10 - Monitoring....................................................................................................................................................................... 12 Section 11 - Conflicts of Interest......................................................................................................................................................... 13 Section 12 - Loans and Borrowing ..................................................................................................................................................... 14 Section 13 - Voting Rights .................................................................................................................................................................. 15 Section 14 - Policy Review ................................................................................................................................................................. 16 i BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 1 - Purpose 1.1 This statement of investment policies and goals applies to the assets held by the Boys & Girls Clubs of Canada Foundation. The purpose of the Policy is to formulate those investment principles and guidelines which are appropriate to the needs and the objectives of the Funds, and to define the management structure and monitoring procedures adopted for the ongoing operation of the Funds. 1.2 This policy may be changed or modified at any time by the Foundation’s Board of Trustees. Any such change shall be promptly communicated to the investment manager or managers appointed by the Trustees. 1.3 Any investment manager or other agent or advisor providing services in connection with the investment of the Funds shall accept and adhere to this Policy. 1 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 2 - Trustee Responsibilities 2.1 The Trustees have the responsibility to administer the Funds and have ultimate responsibility for the prudent investment of the Funds. The Trustees are responsible for all aspects of the investment of the Funds, including developing an investment policy, establishing and maintaining an investment manager structure, and monitoring investment results. 2.2 The Trustee may delegate their responsibilities under this Policy as they deem appropriate. 2.3 The Trustees may adopt regulations which establish the delegated responsibilities and powers and the corresponding delegates (e.g., investment managers, custodians). In the case of delegation regarding any aspects of this Policy, the reference to the Trustees herein shall be interpreted as a reference to the appropriate delegate. In addition, all investments shall be maintained within legal limitations for employee pension plans registered under the Ontario Pension Benefits Standards Act, and in such manner as meets the legal requirements under the Income Tax Act (Canada). 2 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 3 - Funds Overview 3.1 The Boys and Girls Clubs of Canada Endowment Funds provide support exclusively to the Boys and Girls Clubs of Canada’s national budget. Original funding of $1 million was raised in 1968 from various sources. 3.2 The J.W. McConnell Trust Fund provides support to clubs, regions, and when deemed appropriate, the National Organization for: Research and development Consultation Public relations and marketing Program initiatives Facilities and equipment Although not mandatory, applications are normally expected to partially match funds. Original funding was a grant of $1.5 million in 1985 from the J.W. McConnell Foundation. 3 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 4 - Objectives 4.1 To support the work of the movement in a manner consistent with the terms of the original gifts. 4.2 The expected rate of return is an investment objective which recognizes the nature of the Funds and their liabilities. The nature of the liabilities could change over time, and accordingly the objective will be reviewed by the Trustees from time to time in view of the status of the Funds. 4.3 The objective for the Funds is to achieve over four year moving average periods, the total rate of return including capital gains, dividends, interest and rental income, but net of all investment management and custodial expenses, as follows: 4.4 A rate of return, net of investment manager expenses, which exceeds the annual change in the Consumer Price Index for Canada plus 3.5% per annum; and 4.5 A rate of return, net of investment manager expenses in excess of 8.5% per annum. 4.6 On an annual basis, the Funds will retain an amount sufficient to protect the purchasing power of the Funds against projected; at time of last revision the requirement was set at 2.5%. This reserve amount is to be subject to review and revision by the Trustees. 4 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 5 - Degree of Risk and Diversification 5.1 The investment objectives for the Funds have been reviewed with regard to the risk tolerance of the Trustees and characteristics of the Funds. The primary observations are: 5.2 The current assets plus investment income are expected to exceed payments and expenses for the foreseeable future. It is unlikely that investments have to be realized to provide for grants. 5.3 In view of the nature of the expected liabilities and the financial position of the Funds, an average degree of risk in terms of short term variability of returns, relative to a broad range of Canadian funds, may be accepted in the investments in pursuit of long term returns. 5.4 Risk of price fluctuations within the asset classes and the uncertainty of future economic and investment conditions, dictate prudent diversification through investment in asset classes whose expected return correlations provide overall risk reduction for the Funds. 5 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 6 - Permitted Categories of Investments 6.1 Subject to other provisions of this Policy, the assets of the Funds may be invested in any or all of the following asset categories and subcategories of investments. These investments may be obligations or securities of Canadian or foreign entities. Investments in foreign property, as defined by the Income Tax Act of Canada to the extent they occur, shall be made so that no amount of income tax becomes payable. (a) common stocks, convertible debentures or preferred securities; (b) bonds, debentures, mortgages, notes or other debt instruments of governments, government agencies, or corporations; (c) private placements, whether debt or equity, of governments, government agencies or corporations; (d) securities, whether debt or equity, of private companies; (e) mortgage loans; (f) investment or participation rights in venture capital; (g) real estate, whether purchased directly, or through closed or open-ended pooled funds, or through participating debentures or shares of corporations or partnerships formed to invest in real estate for pension funds; (h) natural resource properties or participation rights whether purchased directly, or through closed or open-ended pooled funds, or through participating debentures or shares of corporations or partnerships formed to invest in natural resources properties for pension funds; (i) options, financial or currency futures, warrants or share rights, or other derivative instruments; (j) guaranteed investment contracts or equivalent of insurance companies, trust companies, banks or other eligible issuers, or funds which invest primarily in such instruments; (k) annuities, deposit administration contracts or other similar instruments regulated by the Canadian and British Insurance Companies Act (Canada) or comparable provincial law, as amended from time to time; (l) term deposits or similar instruments issued or unconditionally guaranteed by trust companies or banks; (m) cash, or money market securities issued by governments, government agencies or corporations; and 6 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS (n) Mutual, pooled or segregated funds and limited partnerships which may invest in any or all of the above instruments or assets. 6.2 Unless specifically approved elsewhere in this Statement of Investment Policies and Goals, the Funds may not be invested in categories or assets excluded from Section 6.1, including but not limited to investment in: commodities, precious metals or collectibles. (a) While it is not intended that the fund invest in the forgoing instruments directly, it may invest in hedge funds or managed futures programs which hold these investments. 6.3 The Funds may utilize derivative financial instruments, provided that such participation is not for speculative purposes, and is undertaken by suitably qualified investment managers as provided in their mandates. 6.4 Real estate exposure will be achieved through any one of participation in a professionally managed diversified real estate pool, passively through exchange traded funds of REITs, actively by direction to incumbent manager(s) to purchase REIT or by purchase of a fund which invests in REITs. The funds will not take direct ownership of real estate. 6.5 The fund may invest in Income Trusts, including oil and gas royalty trusts and general business trusts, either by direction to incumbent managers(s) or by purchase of a diversified fund of Income Trusts. 6.6 The fund may invest in hedge funds, but will not select single strategies or managers. Hedge fund exposure will only be acquired through investment in a well-diversified, professionally managed fund of funds. 7 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 7 - Asset Allocation Guidelines 7.1 In view of the foregoing, the policy allocation for the Funds, and the associated range for strategic deviation at any time, is as follows: Asset Allocation Ranges (percentage of funds at market value) Asset Class Normal Canadian Equities 36% Bonds 36 Minimal 20% 30 Maximum 60% 45 US Equities 17 0 20 International Equities Hedge Funds Managed Futures Real Estate Private Equity 16 0 0 0 0 0 0 0 0 0 20 10 5 10 5 7.2 Within each asset class, there will be a prudent level of diversification subject to the following limits, based on market value. 7.3 Equities In respect of the total equity context of the Funds, including any cash reserves: (a) not more than 10% shall be invested in the common stock, preferred shares or other equity issues of any one corporation; (b) as regards Canadian holdings: (c) 7.4 (i) investments shall be diversified appropriately among industry groups with no industry group representing more than 30% thereof in any event, (ii) Not more than 8% thereof shall be invested in small capitalization equities defined as having a total market capitalization less than $200 million and no more than 5% shall be invested in securities or private placements which are not publicly traded on a recognized stock exchange. Such small capitalization and non-traded investments are not permitted from non-Canadian holdings; and Non-Canadian holdings shall be broadly diversified by region, country and industry. Debts (bonds) In respect of the total debt content of the Funds: 8 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS (a) Not more than 10% shall be invested in the debt issues of any issuer, except for securities of or fully guaranteed by the Government of Canada or a province of Canada having at least an AA credit rating. (b) quality standards for bond investment shall be as follows: Quality Standards for Bond Investments Debt Rating Maximum % of Debt Portfolio Lower than BBB BBB A or lower AA or higher 5% 10 % 40 % No limit The above limits will be applied with some temporary latitude in the event of the down-rating of a security. 7.5 7.6 Short Term Paper (a) Any short term portion of the Funds or of an equity, real estate or debt portfolio shall be invested in readily liquidated securities with a term to maturity (or in the case of floating rate securities, to interest rate reestablishment) of no more than one year, or held in cash. (b) All short term investments shall be rated DBRS (Dominion Bond Rating Service) R-1, or equivalent. Investments may be made in the above asset classes either directly, or by holding units of pooled, segregated or mutual funds investing in one or more of the asset classes or by participating in a master trust fund if one is established to commingle the assets of the Funds. The Trustees shall monitor, or cause to be monitored, the contents of the pooled and/or master trust fund portfolios for their degree of compliance with the foregoing expectations, and may make or cause to be made such changes in their choice of pooled funds as are deemed appropriate to meet the objectives of the Policy. 9 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 8 - Valuation of Investments 8.1 Investments in publicly traded securities shall be valued no less frequently than monthly at their market value. 8.2 Investment in pooled funds comprising publicly traded securities shall be valued according to the unit values published at least monthly by the pooled fund manager. 8.3 If a market valuation of the investment is not readily available, then a fair value shall be determined by the Manager. For each such non-traded investment, an estimate of fair value shall be supplied to the custodian no less frequently than quarterly. In all cases, the methodology should be applied consistently over time. 10 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 9 - Investment Manager Structure 9.1 Competent external professional investment manager(s) shall be appointed by the Trustees, when satisfied as to their suitability and competence to act as agents for the Funds. The Trustees shall also make any Manager changes, from time to time, as are deemed in the best interest of the Funds and its beneficiaries. To be considered for appointments, an investment manager should have a suitable investment approach, demonstrated financial stability, low turnover of personnel, capacity to undertake the account, performance record of at least two years, and relevant experience and expertise. 11 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 10 - Monitoring 10.1 10.2 The Trustees shall: (a) review the assets and net cash flow of the Funds on a regular basis; (b) review the current economic outlook and investment plans of the Managers; (c) review of the current asset mix, and take any action necessary to ensure compliance with this Policy; and (d) Receive and consider statistics on the investment performance of the managers and the Funds. The Trustees shall monitor the performance of each Manager; such monitoring will include, but not be limited to, regular meetings as scheduled by the Trustees, quarterly reports from the manager, and ongoing evaluation of performance relative to standards appropriate to the Mandate and the management contract. 12 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 11 - Conflicts of Interest 11.1 Trustees shall not benefit personally from knowledge gained as Trustees that is not in the public domain nor shall they make any decisions which may be affected by considerations other than those properly taken into account in their role as Trustees. 11.2 Should a conflict of interest arise, the Trustees in the actual or perceived conflict, or any person who becomes aware of a conflict of interest situation, shall immediately disclose the conflict to the Chair of the Board. Any such party will thereafter abstain from decision-making with respect to the area of conflict, and a written record of the conflict shall be maintained by the Trustees. 11.3 No part of the Funds shall be loaned to any member of the organization or any legal person owned or controlled by any of the aforementioned except in accordance with stated investment policies. 11.4 The Trustees shall be satisfied that an appropriate policy regarding conflicts of interest exists and is followed by any Manager appointed by the Trustees. As a minimum, the Code of Ethics and Standards of Professional Conduct adopted by the Association of Investment Management and Research (AIMR) shall be expected to apply to such Manager. 13 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 12 - Loans and Borrowing 12.1 No part of the Funds shall be loaned to any person, partnership or association except as may be determined permissible by the Trustees provided in this Section or eligible investments described in Section 6.1. 12.2 The Trustees may approve the lending of securities through the custodian, subject to applicable legislation and provided that a minimum liquid, high quality collateral coverage of at least 105% of the current market value of the loaned securities is maintained at all times. 12.3 Neither the Trustees nor the Manager may pledge, hypothecate, or otherwise encumber in any way, the assets of the Funds, except to the extent that temporary overdrafts occur in the normal course of business. 12.4 The Trustees shall not borrow on behalf of the Funds except to a limited and temporary extent for the timely payment of financial commitments and administrative costs. 14 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 13 - Voting Rights 13.1 The responsibility of exercising and directing voting rights acquired through Fund investments shall normally be delegated to the Managers, who shall at all times act prudently and in the best interests of the Funds and its beneficiaries. 13.2 The Trustees reserve the right to direct, or override, the voting decision of the manager(s), if in its view such action is in the best interests of the Funds and its beneficiaries. 13.3 It is recognized however, that the above constraints and policy on voting rights are not enforceable to the extent that the Funds are invested in pooled funds. 15 BOYS AND GIRLS CLUBS OF CANADA FOUNDATION – INVESTMENT POLICIES AND GOALS Section 14 - Policy Review 14.1 This Policy shall be reviewed by the Trustees at least annually, but otherwise whenever a major change is necessary. Such review may be caused by: (a) a fundamental change in the objectives of the Funds; (b) significant revisions to the expected on-term trade-off between risk and reward on key asset classes, normally dependent upon basic economic/political/social factors; (c) a major change in the expense expectation; (d) shortcomings of the Policy that emerge in its practical application, or substantive modifications that are recommended to the Trustees by a Manager; and (e) Applicable changes in legislation. 16 7100 Woodbine Avenue, Suite 204 Markham, ON L3R 5J2 Tel 905-477-7272 Fax 905-477-2056 www.bgccan.com