Exchange Bulletin

First Asset Core U.S. Equity ETF (CES) To Trade On Toronto Stock Exchange


January 20, 2015

First Asset Core U.S. Equity ETF (the "ETF") - An application has been granted for the original listing in the Industrial category of 30,000 common units (the “C$ Common Units”), 10,000 advisor class units (the “C$ Advisor Class Units”), 20,000 unhedged common units (the "C$ Unhedged Common Units”) and 10,000 unhedged advisor class units (the “C$ Unhedged Advisor Class Units”, and together with the C$ Common Units, the C$ Advisor Class Units, and the C$ Unhedged Common Units, collectively the “C$ Units”) of the ETF, all of which will be issued and outstanding, upon the completion of an initial public offering (the “Offering”).

An application has also been granted for the original listing of 20,000 US$ unhedged common units (the “US$ Unhedged Common Units”) and 10,000 US$ advisor class units, (the US$ Unhedged Advisor Class Units” and together with the US$ Unhedged Common Units, the ”US$ Units”) of the ETF, all of which will be issued and outstanding upon completion of the Offering. The US$ Units will be traded in U.S. funds. Accordingly, they will appear under the heading U.S. funds in newspapers and the Exchange’s Daily Record and Monthly Review.

Listing of the C$ Units and the US$ Units (collectively, the “Units”) will become effective at 5:01 p.m. on Monday, January 19, 2015 in anticipation of the offering closing prior to the opening of trading on Tuesday, January 20, 2015. The Units will be posted for trading at the opening on January 20, 2015 upon confirmation of the closing.

The ETF is authorized to issue an unlimited number of Units of each of the C$ Units and the US$ Units, each of which represents an undivided interest in the net assets of the ETF. Units of the ETF are being offered for sale on a continuous basis and there is no maximum number of Units of the ETF that may be issued.

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

Additional information on the Units may be found in the final prospectus of the ETF dated January 12, 2015 (the “Prospectus”) which is available at www.SEDAR.com. Capitalized terms not otherwise defined below are as defined in the Prospectus.

C$ Common Units

Stock Symbol: "CES" CUSIP: 31865E 10 8 Trading Currency: CDN$

C$ Advisor Class Units

Stock Symbol: "CES.A" CUSIP: 31865E 20 7 Trading Currency: CDN$

C$ Unhedged Common Units

Stock Symbol: "CES.B" CUSIP: 31865E 30 6 Trading Currency: CDN$

C$ Unhedged Advisor Class Units

Stock Symbol: "CES.D" CUSIP: 31865E 40 5 Trading Currency: CDN$

US$ Unhedged Common Units

Stock Symbol: "CES.U" CUSIP: 31865E 50 4 Trading Currency: US$

US$ Unhedged Advisor Class Units

Stock Symbol: "CES.V" CUSIP: 31865E 60 3 Trading Currency: US$



Designated Market Maker: BMO Nesbitt Burns Inc.
Other Markets: None
Head Office Address: 95 Wellington Street West
Suite 1400
Toronto, Ontario
M5J 2N7
Email Address: info@firstasset.com
Website: www.firstasset.com
Head Office Telephone Number: (416) 642-1289
Fax Number: (416) 362-2199
Investor Relations: Z. Edward Akkawi
Tel:(416) 6640-4938
eakkawi@firstasset.com
Manager: First Asset Investment Management Inc.
Transfer Agent & Registrar: Computershare Trust Company of Canada at its principal office in Toronto.
Chief Financial Officer: Karen Wagman
Corporate Secretary: Z. Edward Akkawi
Fiscal Year End: December 31
Incorporation: The ETF is an open-ended mutual fund trust established on January 12, 2015 under the laws of the Province of Ontario by an amended and restated Declaration of Trust.
Nature of Business: The ETF’s investment objective is to seek to provide holders of its Units with (i) long term capital appreciation with an attractive risk-adjusted rate of return; and (ii) consistent dividend income, through investing the ETF’s portfolio to gain exposure to equity securities of primarily large and mid-capitalization U.S. issuers.
Common Units and Advisor Class Units: The only difference between Common Units and Advisor Class Units is the Management Fee payable by the ETF due to the service fee payable by the Manager in respect of the Advisor Class Units. Accordingly, the net asset value per Unit of each class will not be the same as a result of the fees allocable to each class of Units.
Hedged Units, Unhedged Units, US$ Hedged Units and US$ Unhedged Units: The primary difference between currency hedged Units and Unhedged Units is that the exposure of the Unhedged Units to currencies other than the Canadian dollar will not be hedged back to the Canadian dollar. The primary difference between Unhedged Units and US$ Unhedged Units is that the US$ Unhedged Units will be denominated in US dollars whereas the Unhedged Units will be denominated in Canadian dollars.
Conversion of C$ Units and US$ Units: Unitholders may convert Units of any class of the First Asset ETF (the “Converting Units”) into whole Units of anyother class of the First Asset ETF (the “Converted Units”) in any month. To do so, the Converting Units must be surrendered and the Unitholder’s CDS Participant must deliver to CDS (at its office in the City of Toronto) on behalf of the Unitholder a written notice of the Unitholder’s intention to convert during the period from the first day of a month until 5:00 p.m. (Toronto time) on the last business day prior to the 16th day of such month. Converting Units surrendered for conversion will be converted on the last Trading Day of that month (the “Monthly Conversion Date”). For a Unitholder’s Converting Units so converted, the Unitholder will receive a number of whole Converted Units equal to the net asset value per Converting Unit as of the Monthly Conversion Date, multiplied by the number of Converting Units so converted divided by the net asset value per Converted Unit as of the Monthly Conversion Date. In the case of a conversion to or from US$ Units, the applicable net asset value per Converting Unit or Converted Unit, as the case may be, will be determined for purposes of such conversion using the applicable rate of exchange determined by the Manager on the Monthly Conversion Date. As no fractional Units will be issued upon conversion, any remaining fraction of a Converting Unit will be redeemed at its net asset value.

Unitholders who desire to convert their Units should ensure that the CDS Participant is provided with notice of his or her intention to do so sufficiently in advance of the relevant notice period so as to permit the CDS Participant to deliver notice to CDS and so as to permit CDS to deliver notice to the Registrar and Transfer Agent in advance of the required time.
Distributions: Any cash distributions of income on Units of the ETF are expected to be made at least quarterly in the currency in which the Units of the ETF are denominated. As a result of the higher management fees on the Advisor Class Units, any such cash distributions on the Advisor Class Units are expected to be less than the distributions payable on the Common Units.
Initial Issuance of Units: Pursuant to the Prospectus, 30,000 C$ Common Units, 10,000 C$ Advisor Class Units, 20,000 C$ Unhedged Common Units, 10,000 C$ Unhedged Advisor Class Units, 20,000 US$ Unhedged Common Units and 10,000 US$ Unhedged Advisor Class Units will be initially issued at an issue price of $20.00 per C$ Unit and US$20.00 per US$ Unit.