US EQUITY SMALL CAP POOL

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1 This annual management report of fund performance contains financial highlights but does not contain the complete annual financial statements of the investment pool. You can get a copy of the annual financial statements at your request, and at no cost, by calling , by writing to us at United Financial, 2 Queen Street East, Twentieth Floor, Toronto, ON, M5C 3G7 or by visiting our website at or SEDAR at Securityholders may also contact us using one of these methods to request a copy of the investment pool s proxy voting policies and procedures, proxy voting disclosure record, or quarterly portfolio disclosure. INVESTMENT OBJECTIVE AND STRATEGIES US Equity Small Cap Pool seeks to obtain maximum long-term capital growth through direct and indirect investments in equity and equity-related securities of small to mid-market capitalization U.S. companies. The portfolio advisor uses techniques such as fundamental analysis to assess the value and growth potential of a company. This means evaluating the financial condition and management of a company, its industry and the overall economy. The Pool may use derivatives, but only as permitted by securities regulations. This Pool may also enter into securities lending transactions, repurchase transactions and reverse repurchase transactions, to the extent permitted by securities regulations, to earn additional income. RISK The risks of investing in the Pool remain as discussed in the prospectus. The Pool is suitable for investors who want a medium to high risk investment that is focused on generating capital growth and are planning to hold their investment for the medium and/or long term. RESULTS OF OPERATIONS The Pool s net asset value increased by $2.7 million to $77.6 million from December 31, 11 to December 31, 12. The Pool had net redemptions of $5.6 million for the period, while the portfolio s performance increased assets by $8.3 million. The Pool s one year return for Class A units, Class E units, Class F units, Class I units and Class W units was 9.5%,.3%,.7%, 12.9% and 12.6%, respectively, compared to the return of the benchmark of 13.9% for the same period. The benchmark is the Russell Total Return Index. Epoch Investment Partners, Inc. During the one-year period ended December 31, 12, the Pool provided a double-digit return but lagged the Russell Total Return Index. Stock market returns in 12 were surprisingly robust given the subdued macroeconomic environment. Earnings growth was generally disappointing and economic growth in most developed countries was constrained by excess capacity and the level of public debt relative to GDP. Emerging markets, including China, India and Brazil, saw their growth rates decline. Highly accommodative monetary policy in developed economies, however, encouraged risk taking and has been the primary force behind rising valuation multiples and higher stock prices. From October 11 through September 12, the P/E ratio for developed market equities rose over %, from 9.5% to 12.7%, explaining the entire move in the equity market. The primary detractor to results was stock selection in the information technology and health care sectors where we continue to see investment opportunity. Stock selection among industrials and telecommunications services companies and a less-than-index position in financials also hindered returns. The portfolio s cash position was a drag on returns in a rising market. On the positive side, stock selection among consumer discretionary companies along with a larger-than-index weight in that sector helped returns. Within the consumer discretionary sector, our exposure to apparel companies including Iconix, GIII and Warnaco and homebuilder Ryland Group helped drive returns. Stock selection among materials companies where we have focused on niche players providing differentiated services, as opposed to companies whose business is directly tied to underlying commodity prices, was also beneficial to results. The portfolio s less-than-index exposure to energy companies was a positive factor as it was the weakest performing sector for the year and the only sector to post a negative absolute return. RECENT DEVELOPMENTS Epoch Investment Partners, Inc. While ultra-low interest rates and asset purchases by the world s major central banks may be with us for some time, we do not think valuation multiples have much room to expand further and returns will be dependent on an improvement in company fundamentals. So unlike 12, where central bank action pushed up prices for speculative companies, we expect the next several years to provide more muted returns, led by companies with improving revenue and cash flow generation. These often are companies with competitive advantages from proprietary technology, dominant brands, barriers to entry, new regulations or the flexibility to produce products in low cost markets and sell them in fast growing ones. These companies have tended to exercise caution in an uncertain environment and have excess cash on their balance sheets. We expect U.S. companies to deploy this cash gradually as policies on taxation and federal spending come into view and European companies to conserve cash until they can look through the CIG - 96

2 current recession and access to capital improves. Companies that can generate strong cash flows will have the ability to upgrade their competitive positions through internal investments or a higher level of acquisitions than we saw in 12. They will also be able to increase dividends, share buybacks and debt repayment and differentiate themselves from companies that have high levels of dividend yield without the means to support it. Our investment philosophy and process focuses on companies that can grow free cash flow and allocate it wisely, based on their cost of capital, for the benefit of shareholders. We believe this is a philosophy that will be rewarded in an environment of subdued economic growth and market returns. Management Fees Approximately 23% of total management fees were used to pay for sales and trailing commissions and other services required. The remaining 77% of management fees were used to pay for investment management and other general administration. Principal Distributor The Manager has the exclusive right to arrange for the distribution of units of the Pool. Pursuant to a series of agreements, the right to distribute such units has been granted, on a collective basis, to the following dealers, each of which is an affiliate of the Manager. International Financial Reporting Standards As previously confirmed by the Canadian Accounting Standards Board ( AcSB ), most Canadian publicly accountable entities adopted International Financial Reporting Standards ( IFRS ), as published by the International Accounting Standards Board, on January 1, 11. However, the AcSB has allowed most investment funds to defer adoption of IFRS until fiscal years beginning on or after January 1, 14. Accordingly, the Pool will adopt IFRS for its fiscal period beginning January 1, 14, and will issue its initial financial statements in accordance with IFRS, including comparative information, for the interim period ending June, 14. RELATED PARTY TRANSACTIONS Manager and Trustee CI Investments Inc. is the Manager and Trustee of the Pool. CI Investments Inc. is a subsidiary of CI Financial Corp. The Manager, in consideration of management fees, provided management services required in the day-to-day operations of the Pool. The Manager bears all of the operating expenses of the Pool (other than taxes, borrowing costs and new governmental fees) in return for a fixed administration fee. Management fee and fixed administration fee rates as at December 31, 12, for each of the classes are shown below: Annual management fee rate (%) The Manager received $.8 million in management fees and $.1 million in fixed administration fees for the period. Annual fixed administration fee rate (%) Class A Class E Class F Class I Paid directly by investors Paid directly Class W by investors.21 Assante Capital Management Ltd. Assante Financial Management Ltd. Broker Commissions During the period, the Pool did not pay brokerage commissions to The Bank of Nova Scotia or its subsidiaries. The Bank of Nova Scotia has a significant interest in CI Financial Corp., the parent company of CI Investments Inc. Independent Review Committee The Pool received standing instructions from the Board of Governors ( BoG ) in its capacity as the Independent Review Committee ( IRC ) with respect to the following Related Party Transactions: a) trades in securities of CI Financial Corp. and The Bank of Nova Scotia; b) purchases or sales of securities of an issuer from or to another investment fund managed by the Manager (referred to as Inter-Fund Trades ); and c) mergers of funds with another fund that is subject to National Instrument 81-2 ( Fund Mergers ). The applicable standing instructions require that Related Party Transactions be conducted in accordance with the Manager s policies and procedures. The Manager is required to advise the BoG of any material breach of a condition of the standing instructions. The standing instructions require, among other things, that the investment decision in respect to Related Party Transactions (a) are made by the Manager free from any influence by any entities related to the Manager and without taking into account any consideration to any affiliate of the Manager; (b) represent the business judgment of the Manager uninfluenced by considerations other than the best interests of the Pool; and (c) are made in compliance with the Manager s policies and procedures. Transactions made by the Manager under the standing instructions are subsequently reviewed by the BoG on a quarterly basis to monitor compliance. The Pool relied on the BoG s standing instructions regarding Related Party Transactions during this reporting period.

3 FINANCIAL HIGHLIGHTS The following tables show selected key financial information about the Pool and are intended to help you understand the Pool s financial performance for the past five years, as applicable. The shown below are based on Net Asset Values. The Pool s Net Assets per Unit ($) (1) (2) * Class A (Commencement of operations December 28, 6) Year Ended Year Ended Year Ended Year Ended Year Ended (.) (.28) (.24) (.) (.23) (.95) (1.39).65 (.22) (.) (1.73) ,456 11,86 18,111 21,125 22, ,166 1,9 2,622 3, *Footnotes for the tables are found at the end of the Financial Highlights section.

4 FINANCIAL HIGHLIGHTS (cont d) The Pool s Net Assets per Unit ($) (1) (2) * Class E (Commencement of operations September, 8) Period from Year Ended Year Ended Year Ended Year Ended Inception to (.27) (.25) (.22) (.18) (.5) (.49) (1.46).74 (.15) ,846 23,8 19,79 9,263 2,31 2,546 2,166 1,818 1, *Footnotes for the tables are found at the end of the Financial Highlights section.

5 FINANCIAL HIGHLIGHTS (cont d) The Pool s Net Assets per Unit ($) (1) (2) * Class F (Commencement of operations September 1, 7) Year Ended Year Ended Year Ended Year Ended Year Ended (.21) (.) (.16) (.14) (.13) (1.1) (2.52).41 (.8) (1.7) (4.27) *Footnotes for the tables are found at the end of the Financial Highlights section.

6 FINANCIAL HIGHLIGHTS (cont d) The Pool s Net Assets per Unit ($) (1) (2) * Class I (Commencement of operations September 18, 8) Period from Year Ended Year Ended Year Ended Year Ended Inception to (.53) (1.46).9 (.19) ,688 7,266 7,184 3, *Footnotes for the tables are found at the end of the Financial Highlights section.

7 FINANCIAL HIGHLIGHTS (cont d) The Pool s Net Assets per Unit ($) (1) (2) Class W (Commencement of operations October 28, 5) Year Ended Year Ended Year Ended Year Ended Year Ended (.3) (.3) (.2) (.2) (.2) (1.22) (1.51).85 (.25) (.5) (1.92) ,569 32,712 48,69 62,848 83,259 2,74 2,674 4,96 6,43, (1) This information is derived from the Pool s audited annual financial statements. The net assets per unit presented in the financial statements differs from the net asset value calculated for Pool pricing purposes. An explanation of these differences can be found in the notes to the financial statements or in footnote (7) below. (2) Net assets per unit and distributions per unit are based on the actual number of units outstanding for the relevant class at the relevant time. The increase (decrease) in net assets from operations per unit is based on the weighted average number of units outstanding for the relevant class over the fiscal year. (3) Distributions are automatically reinvested in additional units of the Pool. (4) Management expense ratio is calculated based on expenses charged to the Pool (excluding commissions and other portfolio transaction costs) and is expressed as an annualized percentage of daily average net asset value for the period. As of July 1,, Ontario combined the federal goods and services tax ( GST - 5%) with the provincial retail sales tax ( PST - 8%). The combination resulted in a Harmonized sales tax ( HST ) rate of 13%. The Effective HST tax rate is calculated using the attribution percentage for each province based on unitholder residency and can be different from 13%. For any particular year, the rate shown will be prorated based on the different rates in effect during that year. For the year ended December 31,, the rate applied is 5% for the period January 1, to June, and the Pool s Effective HST rate for the period from July 1, to December 31,. The rate shown for the year ended December 31, is the time weighted average of these rates. Beginning January 1, 11, the HST rate is based on the residency of the unitholder. (5) The Pool s portfolio turnover rate indicates how actively the Pool s portfolio advisor manages its portfolio investments. A portfolio turnover rate of % is equivalent to the Pool buying and selling all of the securities in its portfolio once in the course of the fiscal year. The higher a Pool s portfolio turnover rate in a year, the greater the trading costs payable by the Pool in the year, and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a higher turnover rate and the performance of a Pool. Portfolio turnover rate is calculated by dividing the lesser of the cost of purchases and the proceeds of sales of portfolio securities for the year, and excluding cash and short-term investments maturing in less than one year, and before assets acquired from a merger, if applicable, by the average of the monthly fair value of investments during the year. (6) The trading expense ratio represents total commissions and other portfolio transaction costs disclosed in the statements of operations expressed as an annualized percentage of daily average net asset value of the Pool during the year. (7) Section 14.2 of National Instrument 81-6 requires the net assets of an investment fund to be calculated using the fair value of the fund s assets and liabilities. Canadian GAAP requires a different valuation method for calculating net assets for financial reporting purposes. For the purpose of processing unitholder transactions, net assets are calculated based on the closing market price (referred to as Net Asset Value ), while for financial statement purposes net assets are calculated based on bid/ask price (referred to as Net Assets ).

8 PAST PERFORMANCE This section describes how the Pool has performed in the past. Remember, past returns do not indicate how the Pool will perform in the future. The information shown assumes that distributions made by the Pool in the years shown were reinvested in additional units of the relevant classes of the Pool. In addition, the information does not take into account sales, redemption, distribution or other optional charges that would have reduced returns or performance. Year-by-Year Returns The following charts show the Pool s annual performance for each of the years shown and illustrate how the Pool s performance has changed from year to year. In percentage terms, the charts show how much an investment made on the first day of each financial year would have grown or decreased by the last day of each financial year, except where noted Dec. 6* Dec. 7 *For the period from December 28, 6 to December 31, 6. **For the period from September, 8 to December 31, Dec. 8 Dec. 9 Dec. Dec. 11 Dec Dec. 8* Dec. 9 Dec. Dec. 11 Dec Class A Class E Annual Compound Returns The following table shows the Pool s annual compound returns for each period indicated, compared to the Russell Total Return Index. The Russell Total Return Index is comprised of the 2, smallest companies that are part of the Russell Index, representing approximately % of the total market capitalization of Russell Index. The Index is market cap-weighted and includes only common stocks incorporated in the U.S. and its territories. A discussion of the performance of the Pool as compared to the benchmark is found in the Results of Operations section of this report. Class A One Three Five Ten Since Year Years Years Years Inception US Equity Small Cap Pool (%) N/A.7 Russell Total Return Index (%) N/A. Class E US Equity Small Cap Pool (%) N/A N/A 4.5 Russell Total Return Index (%) N/A N/A 5.3 Class F US Equity Small Cap Pool (%).7.1 N/A N/A 2.7 Russell Total Return Index (%) N/A N/A 4.3 Class I US Equity Small Cap Pool (%) N/A N/A 8.1 Russell Total Return Index (%) N/A N/A 5.3 Class W US Equity Small Cap Pool (%) N/A 4.6 Russell Total Return Index (%) N/A 2.8 Dec. 7* Dec. 8 Dec. 9 Dec. Dec. 11 Dec. 12 Dec. 8** Dec. 9 Dec. Dec. 11 Dec. 12 *For the period from Septmber 1, 7 to December 31, 8. **For the period from September 18, 8 to December 31, 8. Class F Class I Dec. 5* Dec. 6 Dec. 7 Dec. 8 Dec. 9 Dec. Dec. 11 Dec. 12 Class W *For the period from October 28, 5 to December 31, 5.

9 SUMMARY OF INVESTMENT PORTFOLIO as at December 31, 12 Portfolio Breakdown Percentage of Category Net Asset Value (%) Portfolio Breakdown (cont d) Percentage of Category Net Asset Value (%) Top 25 Holdings Percentage of Security Name Net Asset Value (%) Country allocation U.S.A. 9.1 Cash & Equivalents 5.6 Ireland 1.7 Canada 1.5 Bermuda 1. Other Net Assets (Liabilities).1 Sector allocation Industrials 19.9 Consumer Discretionary 16.3 Financials 13.9 Health Care 13.4 Information Technology 13.2 Cash & Equivalents 5.6 Materials 5.1 Utilities 4.5 Consumer Staples 4.3 Telecommunication Services 2.7 Energy 1. Other Net Assets (Liabilities).1 Cash & Equivalents 5.6 NeuStar Inc., Class A 2.1 Mueller Industries Inc. 2.1 Ingredion Inc. 2. Ryland Group Inc. 1.9 Woodward Inc. 1.9 Alkermes PLC 1.7 Great Plains Energy Inc. 1.7 Arthur J. Gallagher & Co. 1.6 Genesee & Wyoming Inc. 1.6 Hexcel Corp. 1.6 Bio-Reference Laboratories Inc. 1.5 Harsco Corp. 1.5 Wright Medical Group Inc. 1.5 Vectren Corp. 1.5 Harmonic Inc. 1.5 Methanex Corp. (USD) 1.5 ViewPoint Financial Group 1.5 WellCare Health Plans Inc. 1.5 Brinker International Inc. 1.4 Sonic Automotive Inc., Class A 1.4 Service Corp. International 1.4 Iconix Brand Group Inc. 1.4 Haemonetics Corp. 1.3 Bankunited Inc. 1.3 Total Net Asset Value (in $ s) $77,585 The summary of investment portfolio may change due to ongoing portfolio transactions of the Pool and updates are available on a quarterly basis. A NOTE ON FORWARD-LOOKING STATEMENTS This report may contain forward-looking statements about the Pool, its future performance, strategies or prospects, and possible future Pool action. The words may, could, should, would, suspect, outlook, believe, plan, anticipate, estimate, expect, intend, forecast, objective, and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance. Forward-looking statements involve inherent risks and uncertainties, both about the Pool and general economic factors, so it is possible that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution you not to place undue reliance on these statements as a number of important factors could cause actual events or results to differ materially from those expressed or implied in any forward-looking statement made by the Pool. These factors include, but are not limited to, general economic, political and market factors in Canada, the United States and internationally, interest and foreign exchanges rates, global equity and capital markets, business competition, technological changes, changes in laws and regulations, judicial or regulatory judgments, legal proceedings and catastrophic events. The above list of important factors that may affect future results is not exhaustive. Before making any investment decisions, we encourage you to consider these and other factors carefully. All opinions contained in forward-looking statements are subject to change without notice and are provided in good faith but without legal responsibility.