1. Introduction

In this relationship disclosure information document we provide important information concerning the relationship between VectorGlobal Investment Adivsory Group Canada ULC (“VectorGlobal”, the “Firm”, “we”, “our” or “us”) and our clients (“clients” or “you”).

Other important information you need to know about your relationship with us and the operation of your account is contained in your account opening documentation, which includes your investment management agreement with us.

This information is current as of the date provided to you. Please note that we will post our most current version of this document at www.vectorglobal.ca and inform you when a new update has been posted.

If you have any questions about this document, please contact us at:

333 Bay St., Suite 1230
Toronto, Canada
M5H 2R2
Phone: 647.987.3326
Email: ehowell@vectorglobalwmg.com

Alternatively, please contact your VectorGlobal adviser

2. Who We Are

VectorGlobal is registered as a Portfolio Manager in the provinces of British Columbia, Ontario, and Quebec.

3. Services Offered

Investment Management Services: If you enter into an investment management agreement with us, we will manage your account in our sole discretion using the full discretionary authority that you have granted us pursuant to this agreement. This means that we will be able to make all investment decisions in your account, including purchases and sales, without obtaining your express consent for each such purchase and sale. We will however be required to operate the account in accordance with the investment management agreement and the contents of the investment policy statement that we develop for you based on the information you provide us.

4. Suitability Assessment

As a portfolio manager, VectorGlobal has an obligation to take reasonable steps to ensure that, before it makes a recommendation to you or accepts an instruction from you to buy or sell a security or takes any investment action, as applicable, the investment action is suitable for you. VectorGlobal must put the client’s interest first when it takes an investment action for its clients

To meet this suitability obligation, we collect “know-your-client” (“KYC”) information from you at the time you open an account with us, such as: information about your personal circumstances, financial situation, investment goals and objectives, investment horizon, investment knowledge and experience, and a determination regarding your risk profile, which includes your willingness to accept risk (risk tolerance) and ability to endure financial loss (risk capacity). To satisfy our obligation to assess suitability on an ongoing basis after you open your account, as applicable, we update your KYC information on a periodic basis.

To meet our suitability obligation, we must also “know” and understand each investment we place you in. Through our “know-your-product” (“KYP”) due diligence process, the firm analyzes every investment we place you in or recommend to you. Our KYP process is coordinated by the firm’s advising representative(s), as applicable. Without limitation, as part of the firm’s KYP process, we generally consider such things as the reputation and track record of the investment product, the potential for profit and loss, the associated risk level and potential for conflicts of interest, the investment’s time horizon and complexity and the specific features of any investment, including costs and fees, liquidity, redemption rights and the frequency, completeness and accuracy of an issuer’s disclosure.

Once we have collected your KYC information and we have conducted our KYP process, we can then use all of that information to determine whether or not an investment is suitable for you. Should there be any changes to your KYC information during the year, it is your responsibility to let us know as quickly as possible. All personal, confidential information we receive from you will be treated in accordance with our Privacy Policy, a copy of which is contained at Appendix A to this document.

5. Fees and Operating Expenses

VectorGlobal may charge its advisory fees either at the account level or at the fund level.

Where VectorGlobal charges for its services at the account level, please review the percentages set outin your investment management agreement.

VectorGlobal may also invoice your custodian(s) for the management fee and direct and authorize the custodian to deduct the amount stated in the fee from your account.

In addition to our management fee, you may also incur certain charges imposed by unaffiliated third parties. Such charges may include, but are not limited to custodial fees, brokerage commissions or transaction fees.

6. Custody of Your Assets

If you have granted us discretionary authority to act as your portfolio manager of assets on your account with Fidelity Clearing Canada ULC pursuant to an investment management agreement, the following applies to you. Where you have elected an additional or different custodian, separate disclosure will be provided:

VectorGlobal and Fidelity Clearing Canada ULC (“Fidelity”) have entered into a Managed Account Services Agreement (the “Services Agreement”) pursuant to which Fidelity has agreed to provide certain services including: (i) establishing and servicing an account in your name (the “account”); and (ii) providing certain administrative services in connection with the account; and (iii) executing trades for your account. Fidelity holds your assets in the account as custodian. Under the Services Agreement, VectorGlobal is responsible for providing Fidelity with all instructions related to securities transactions to be executed for the account, ensuring such transactions are suitable for you and for complying with all applicable “know your client”, “know your product” and anti-money laundering obligations (the “Arrangement”).

The Arrangement with Fidelity is intended to enhance the protection of client assets since Fidelity is a qualified custodian that is functionally independent from VectorGlobal. Although VectorGlobal will monitor the services performed by Fidelity and believes that they are an appropriate custodian, in the event of the bankruptcy or insolvency of Fidelity, there is no certainty that you will not incur losses due to your assets being unavailable for a period of time, the ultimate receipt of less than full recovery of your assets, or both.

With the exception of certain standing instructions we may collect from you, we do not hold or have access to your assets. Any agreed upon management fees charged by us are payable directly from your account.

Client Reporting
Fidelity will provide you with quarterly reports in respect of your account or, if specifically requested by you or required by law, Fidelity will provide you with monthly reports in respect of your account. The reports will contain transaction information covering each transaction that was made in the account during the relevant period and a description of the assets held in the account, as required by applicable law. Both VectorGlobal and Fidelity are responsible for ensuring that the information in the statements you receive from Fidelity is complete and accurate. Please contact us at the email address set out in this agreement. VectorGlobal will provide you with a quarterly report on charges and other compensation and an annual investment performance report, as applicable. The assets in the account will be held by Fidelity at its office in Toronto.

7. Your Account Statements and Reports

Every quarter VectorGlobal will provide you with a statement that includes details about each transaction or activity that occurred in your account during the previous quarter and information about each security, including its cost, and the cash balance, if any, in your account at the end of the quarter. VectorGlobal can also produce investment reports at your request.

VectorGlobal will provide you with an annual report on any charges that you paid to us as well as any other compensation that VectorGlobal received in connection with operating your account. VectorGlobal will also provide you with an annual report on the investment performance of each of your accounts or, with your consent, all of your accounts on a consolidated basis. VectorGlobal may not, and is not obligated to, provide such a report to any client who is a “permitted client” as defined in Canadian securities regulations and who is not an individual.

8. Risks Associated with Investing

All investments, apart from certain “guaranteed” investment products, are subject to fluctuationsin value and risk of loss and, unlike bank accounts or guaranteed investment certificates, the value of stocks, bonds, money market securities and investment funds is not covered by the Canada Deposit Insurance Corporation or other government deposit insurer.

Before finalizing an investment policy statement for your account, carefully consider your investment goals, your level of risk tolerance and the risks associated with the type of securities that VectorGlobal might recommend to you or purchase for your account. Following are risks that might affect your investments.

  • General market risk – the risk that the performance of or outlook for an industry, sector, region, or country or the general economic, social or political climate might negatively impact securities in general.
  • Interest rate risk – the risk that a change in interest rates will have a negative effect on the value of fixed income securities or the securities of entities highly affected by interest rate levels.
  • Currency risk – the risk that a security denominated in a currency other than Canadian dollars will be adversely impacted by changes in the value of the Canadian dollar in relation to the value of the currency in which the security is denominated.
  • Inflation risk – risk of decline in the purchasing power of the client’s savings due to a general rise in prices.
  • Security risk – the risk that the issuer of a security will not meet its business, financial and other goals and that this will have a negative effect on the value of the issuer’s securities.
  • Default risk – the risk that the issuer of a security will be unable to pay the interest, dividends or other payments owed to you and the associated risk that the market value of the security will be negatively affected as the possibility of a default increases.
  • Foreign market risk – the risk of heightened volatility in the price of a security and/or a heightened possibility of financial loss as a result of the security being issued in or subject to the laws of a foreign jurisdiction.
  • Concentration risk – the risk that focusing security holdings in a particular issuer, group of issuers, industry, sector, country or region or to produce a particular impact will entail more market value volatility and a great risk of financial loss than if security holdings were more diversified.
  • Derivative risk – the risk that the counterparty to a derivative contract will not meet its obligations.
  • Liquidity risk – the risk that a security cannot readily be converted into cash when required.
  • Additional relevant risks may be applicable depending on the nature of the portfolio you build with your VectorGlobal adviser.

    9. Using Borrowed Money to Purchase Securities

    Securities may be purchased using available cash or a combination of available cash and borrowed money. If available cash is used to pay for the securities in full, the percentage gain or loss will equal the percentage increase or decrease in the value of the securities purchased. However, using borrowed money to purchase securities can magnify the gain or loss on the cash invested. This is called leveraging

    The use of leverage is not suitable for all investors. If you are considering borrowing money to make investments or considering providing us with borrowed money to make investments on your behalf, please be advised that a leveraged purchase involves greater risk than a purchase using available cash resources only. You need to consider carefully to what extent a leveraged purchase may create undue risk based on your personal circumstances, your risk tolerance and return objectives before borrowing money.

    10. Use of Benchmarks

    An investment performance benchmark (“benchmark”) is a standard against which the performance of an investment fund or an investment account can be compared. In some circumstances, a benchmark can be a specified rate of return or the return of another investment option, for example a 5-year Government of Canada bond. But typically, benchmarks are “market indices”, for example the S&P TSX 60 Index, or a blend of market indices that are representative of the investment fund or account being considered.

    11. Your Privacy

    VectorGlobal has established protocols to prevent the loss of, unauthorized access to, or disclosure of, personal and/or confidential information that we collect about our clients. “Personal information” is defined in Canadian law as information about an identifiable individual and includes, but is not limited to, race, national or ethnic origin, religion, age, marital status, medical, education or employment history, financial information, DNA, social insurance number and driver’s license number.

    12. Conflicts of Interest

    Under applicable Canadian securities laws, we are required to address and manage existing, as well as reasonably foreseeable, material conflicts in the best interests of our clients.

    A conflict of interest can include any circumstance where:?

    • the interests of different parties, such as the interests of the Firm and those of a client, are inconsistent or divergent;
    • the Firm or one of its registered representatives may be influenced to put their interests ahead of a client’s interests; or
    • monetary or non-monetary benefits or disadvantages accruing to VectorGlobal or its registered representatives that might compromise the trust that a reasonable client has in the firm or any of its registered representatives.

    Whether a conflict is “material” or not depends on the circumstances. In determining whether a conflict is material, we will typically consider whether the conflict may be reasonably expected to affect the decisions of our clients in the circumstances, and/or the recommendations or decisions of the Firm or its registered representatives in the circumstances.

    What follows below are details regarding the specific material conflicts of interest that we have identified to date. In case other material conflicts of interest arise, which may happen from time to time, we will inform you of the nature and extent of any such other conflicts of interest prior to any of your subsequent transactions with us or our advice to you.

    Proprietary products – This is a common source of conflicts of interest between portfolio managers and their clients, but we do not manufacture our own products (such as mutual funds, structured notes) so there is currently no potential conflict of interest in this category between us. VectorGlobal Canada does not manufacture any products. In the even that we ever do, we will provide clear notice well in advance and obtain your consent before purchasing any in your account.

    Third-party compensation – This is another common source of conflicts of interest, but VectorGlobal does not receive third party compensation for the sale or recommendation of any securities. Our only compensation is the fee paid to us by you to manage your portfolios. We do not receive any compensation from the issuers of any of the securities that we include in your portfolio and when we use mutual funds or other structured products, we do not receive commissions from the manufacturers of those products.

    Internal compensation and incentive practices – VectorGlobal’s compensation practices do not reward us in any way for the selection of specific securities or products. We receive a fee from you based on the strategies and investment mandates that we execute on your behalf. There are some investment mandates that carry higher fees than others. Typically, equity strategies that involve more frequent monitoring and trading carry a higher management fee. Some equity strategies also have an additional performance fee if investment returns
    outperform a relevant benchmark. For this reason, there is a potential conflict of interest in that there is an incentive to recommend strategies with higher management fees and/or performance fees. We mitigate this conflict of interest through clear disclosure of the management and performance fees for each strategy and we obtain a signature from you acknowledging that you understand the fees related to each strategy. In addition to this, we do a suitability review of accounts on a regular basis to ensure that the strategies we are executing for you are consistent with your objectives, risk tolerance and overall financial picture.

    Compliance or supervisor roles – the compensation of our representatives that take on compliance and supervisory roles is partly tied to the sales and revenue generation of VectorGlobal and the representatives that they supervise. To mitigate this conflict of interest and ensure that they perform their role properly, we have policies and procedures in place that are closely monitored for compliance.

    Fee-based accounts – your account is in a fee-based account, meaning that we charge you a fee that is a fixed percentage of the overall account value. We do not use securities with embedded commissions such as mutual funds or structured products. VectorGlobal performs an ongoing evaluation to ensure this continues to meet your investment needs and objectives

    Conflicts between clients – VectorGlobal has in place an internal system to evaluate how we balance competing interests between you and our other clients. Any conflict of interest of this type is addressed fairly and transparently.

    Referral arrangements – VectorGlobal or our representatives do participate in referral arrangements that involve the sharing of our revenue with parties who refer clients to us. These arrangements will only be entered into with qualified parties after we have considered the benefits to you and any available alternatives to ensure they are in your best interests. All referral arrangements are in writing and all fees paid and received are recorded and disclosed. When a referral arrangement is in place, it never increases the fee that you pay. We simply share a portion of the fee you pay us with the party who referred you.

    Outside Business Activities– VectorGlobal’s registered individuals may become involved in other activities outside of their employment with VectorGlobal (e.g., sitting on boards of directors or providing volunteer services for a charity). These outside activities could: (i) impact the amount of time a registered individual spends on employment or registration obligation; and (ii) create a conflicting interest as to how a registered individual discharges its obligations to VectorGlobal or its clients.

    VectorGlobal has policies and procedures to ensure that all outside activities are reported to and considered by its Chief Compliance Officer. The Chief Compliance Officer will only approve such outside activities that do not conflict with VectorGlobal’s operations or obligations.

    VectorGlobal has policies and procedures in place to address other potential conflicts of interest that may occur in different contexts from time to time, and disclosure will be provided to clients as they arise. If you have any questions or concerns about anything included in this disclosure piece, please do not hesitate to contact Edan Howell, President and Chief Compliance Officer, VectorGlobal Investment Advisory Group Canada ULC, at ehowell@vectorglobalwmg.com.

    13. Our Complaint Handling Process

    If you have a complaint, we will make every reasonable effort to deal with it to your satisfaction. You may make your complaint orally or in writing. However, we request that you make your complaint in writing and provide as many relevant details as possible.

    If you have a complaint about our services or a product, contact our Chief Compliance Officer at ehowell@vectorglobalwmg.com. or by phone 647.987.3326

    Tell us:

    • what went wrong
    • when it happened
    • what you expect, for example, money back, an apology, account correction

    We will acknowledge your complaint in writing, as soon as possible, typically within 5 business days of receiving your complaint.

    We may ask you to provide clarification or more information to help us resolve your complaint.

    We normally provide our decision in writing, within 90 days of receiving a complaint. It will include:

    • a summary of the complaint
    • the results of our investigation
    • our decision to make an offer to resolve the complaint or deny it, and an explanation of our decision If we cannot provide you with our decision within 90 days, we will:
    • inform you of the delay
    • explain why our decision is delayed, and
    • give you a new date for our decision

    If you are not satisfied with our decision you may be eligible for the independent dispute resolution service offered by the Ombudsman for Banking Services and Investments (OBSI)

    Taking your complaint to OBSI

    You may be eligible for OBSI’s free and independent dispute resolution service if:

    • we do not provide our decision within 90 days after you made your complaint, or
    • you are not satisfied with our decision

    OBSI can recommend compensation of up to $350,000. OBSI’s service is available to clients of our firm. This does not restrict your ability to take a complaint to a dispute resolution service of your choosing at your own expense, or to bring an action in court. Keep in mind there are time limits for taking legal action.

    Who can use OBSI?

    You have the right to use OBSI’s service if:

    • your complaint relates to a trading or advising activity of our firm or by one of our representatives
    • you brought your complaint to us within 6 years from the time that you first knew, or ought to have known, about the event that caused the complaint, and
    • you file your complaint with OBSI according to its time limits below

    Time limits apply

    • If we do not provide you with our decision within 90 days, you can take your complaint to OBSI any time after the 90-day period has ended.
    • If you are not satisfied with our decision, you have up to 180 days after we provide you with our decision to take your complaint to OBSI.

    Filing a complaint with OBSI

    Contact OBSI

    Email: ombudsman@obsi.ca

    Telephone: 1-888-451-4519 or 416-287-2877 in Toronto

    OBSI works confidentially and in an informal manner. It is not like going to court, and you do not need a lawyer.

    During its investigation, OBSI may interview you and representatives of our firm. We are required to cooperate in OBSI’s investigations.

    If you are a resident of Quebec: Your independent service will be the Autorité des marchés financiers (the “AMF”). For more information about the AMF, please visit lautorite.qc.ca. You can contact the AMF via telephone toll-free at 1-877-525-0337

    14. Your Protection as an Investor

    VectorGlobal carries financial institution bond insurance in the amounts prescribed under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations against various losses including but not limited to employee dishonesty, forgery, theft and other fraudulent means.

    If your assets are held by a custodian, there may be additional coverage protecting your assets. Please consult your custodian(s) directly for additional information.

    15. Your Role in Our Relationship

    It is important that you participate actively in our relationship. We encourage you to:

    • provide us with full and accurate information about your financial situation, investment objectives,risk profile, time horizon and other information relevant to assisting you to meet your investment goals and promptly inform us of any material changes to that information that could result in a change in our assessment of the types of investments suitable for you;
    • carefully review the information in your account opening documentation and any other information provided to you in relation to your account and ask us any question you have about the information;
    • carefully review all account statements and reports you receive from VectorGlobal and your custodian(s) and promptly contact us to discuss and resolve any discrepancies between them and your own records;
    • consult professionals, such as a lawyer or an accountant for legal or tax advice where appropriate; and
    • ensure that you understand the information contained in this document by reading it carefully and asking questions of VectorGlobal or your VectorGlobal adviser if you need any clarification of your relationship with us or any individual acting on our behalf