Conversion to Corporation

Effective Jan 3, 2012, Carfinco Income Fund was converted to a corporation named Carfinco Financial Group Inc. on a one for one basis. The conversion was deemed to be a tax-deferred event. If a disposition of shares of the corporation involved units purchased as the predecessor income trust, then Canada Revenue Agency will require an ACB calculation if a portion of the distribution received from the trust was deemed to have been return of capital.