General disclosures

About

Bloomridge Corporation (“Bloomridge”) is a global investment management firm incorporated under the laws of Canada. Bloomridge advises private clients, corporations and non-profit by offering investment management, wealth management and consulting services to its clients.

Use of this website

Content on the Website is provided for informational purposes and does not constitute an offer to buy or sell products or services. It should not be considered as professional advice, and we are not liable for any damages due to reliance on such content.

The information presented on this website is not meant to serve as legal, accounting, financial, or tax guidance and should not be considered as such. It is not intended to provide an exhaustive or intricate explanation of the topics discussed. Numerous factors, which we may not be aware of, could influence how any statement or remark made on our website applies to your specific situation. The information on this website does not represent an invitation to purchase or sell products or services from Bloomridge and its associated companies, and we strongly recommend that every user of this website consult with a professional before taking any action based on the information found here.

Trademarks and intellectual property

Information on the Website is the property of Bloomridge and may not be reproduced without prior written consent. Certain names, words, graphics, and designs on the Website may be trademarks, but their presence does not imply any license. Registered trademarks are denoted by ® and TM symbols.

Privacy

Please visit Bloomridge’s Privacy Policy page for more information on our privacy practices.

Term of use

Please visit Bloomridge’s Term of Use page for more information about the term of use of this Website.

Disclosure of relationship information

Bloomridge is an independent firm that offers investment and asset management services to it’s clients in all provinces where it is registered. Bloomridge offers a wide range of investment products and solutions to help it’s clients achieve their financial goals. 

As a client, Bloomridge helps you preserve and grow your wealth.

Bloomridge’s commitment is simple, putting the interests of its clients first.

The first important step in making this commitment a reality is to provide you with an easy-to-grasp description of:

• Our products and services
• The nature of your account(s) with us and how they operate
• Our responsibilities to you

This document is given to you when you open an account with us or before our investment advice begins. We will update it periodically, whenever a significant change is made.

Bloomridge Corporation. (« Bloomridge »)

We are a portfolio manager registered with l’Autorité des marchés financiers in Quebec, and the Ontario Securities Commission in Ontario.

Our investment product offering

Bloomridge is a manager who can advise you on a variety of investment products. Here is a general list of securities on which we offer advice:

• Common and preferred shares
• Government-guaranteed securities
• Income Trust Securities
• Corporate bonds
• Flow-through shares
• Debentures
• New and secondary issues
• Stripped Coupon Bonds
• Principal Protected Notes
• Guaranteed investment certificates
• Exchange-traded funds
• Cash Instruments
• Hedge fund, Private Equity funds and investment funds.

Your Advisory Representative, duly registered with the Financial Markets Authority (hereinafter, the “Advisory Representatives”), has the freedom to recommend investment products and solutions to enable you to achieve your financial objectives.

Your Advisory Representative can explain to you the specific characteristics of each of these securities, including their structure, how they work and on which markets to obtain them, their risk and return profiles, and whether they are suitable for you. 

Types of risks

When you choose to entrust us with your assets, you should consider certain types of risks to which you may be exposed, such as:

• Economic and Market Conditions: Economic and market conditions, including interest rates, credit availability, inflation rates, economic uncertainty, changes in laws, and domestic and international political conditions, may impact the success of Bloomridge’s business. These factors may impact the level and volatility of prices and the liquidity of investments. Unexpected volatility or illiquidity could harm the profitability of a portfolio or lead to losses.

In addition, unexpected and unpredictable events, such as war, a large-scale health crisis or a global pandemic, acts of terrorism and related geopolitical risks, can lead to a short-term increase in market volatility and have negative consequences, general adverse long-term effects on global economies and markets, including the economies and securities markets of the United States, Canada and other countries. 

For example, the recent spread of the coronavirus disease (COVID-19) has increased volatility in global financial markets and substantially disrupted global business activity, and put the global economy at risk of a downturn. Consequences arising from other unanticipated disruptive events could impact global economies and securities markets in ways that cannot currently be predicted, or could aggravate other existing risks and cause significant market volatility, which would have significant adverse effects on issuers. These consequences could also harm the performance of a portfolio and substantially reduce the value of your investments.

• Liquidity Risk: Certain investments in securities could constitute an illiquid investment. There would therefore be no market through which these securities could be sold.

In addition, certain investments in funds may not be able to be assigned, encumbered, pledged, mortgaged or transferred. As a result, Bloomridge may not be able to resell these securities other than through a repurchase of the units. These redemptions may be subject to certain restrictions. Bloomridge may not be able to liquidate these securities in a timely manner for a client. 

• Concentration risk: A portfolio could be exclusively invested in specific securities. As a result of such concentration, changes in the financial, economic and business environments and other circumstances affecting the industry, market and economic sector in which such securities operate would have a greater impact on such a portfolio than if he had not concentrated his investments, which could increase the volatility of the portfolio. Such concentration could also restrict the liquidity of such a portfolio.
• Credit risk: Credit risk is the possibility that the issuer of a debt security or a counterparty to a financial instrument will not be able to pay interest, repay principal or fulfill an obligation or commitment that he has contracted. A portfolio would be directly exposed to credit risk in the event of an investment in debt instruments, debt investments, such as bonds, or derivatives.

Your Advisory Representative can explain each type of risk in more detail and how the portfolio manager manages the level of risk in your portfolio.

Leverage Information

Leverage involves purchasing securities using borrowed funds and involves risks when interest rates and inflation are rising because the cost of borrowing increases while the gain decreases, which multiplies losses. While the use of financial leverage can increase the rate of return, it can also increase the magnitude of the loss in unprofitable positions beyond the loss that would have been incurred but for the borrowings. Interest expense and other costs incurred in connection with these borrowings may not be recovered by the appreciation of the securities purchased or held and will be lost if the market value of the securities concerned declines. Leverage will therefore tend to increase losses or gains from investment activities. 

Our account relationship offering

Bloomridge offers two types of account relationships: advised and managed.

Advisory accounts

In an advised relationship, it is your responsibility to make final investment decisions on your behalf. In making these decisions, you can rely on the advice of your Advising Representative, because the latter is responsible for the advice he gives you.

In providing this advice, it is your Advisory Representative’s responsibility to provide you with unbiased investment advice that meets the degree of prudence, skill and diligence of an Advisory Representative of similar reputation and goals.

Managed accounts 

In a managed account relationship, final investment decisions rest with the portfolio manager. In making these decisions, the latter sticks to the specific investment mandate chosen by you or to a personalized investor profile that you have completed. You will not be asked to make specific investment decisions during this relationship.

Throughout the duration of the managed account relationship, it is your Advisory Representative’s responsibility to ensure that you receive impartial investment advice, and that the chosen mandate continues to suit you.

Our range of account types

Bloomridge offers various account types, both in the advised relationship and in the managed account relationship, including:

• Cash & non registered accounts
• Registered plans (RRSP, LIRA, RRIF, LIF)
• Registered education savings plans (RESPs)
• Tax-Free Savings Accounts

How your accounts work

Achieving your financial goals is very important to both Bloomridge and your Advisory Representative. It is therefore essential for you to understand the various roles and responsibilities that you, your Consulting Representative and Bloomridge have with respect to the operation of your accounts.

Your responsibilities

Bloomridge and your Advisory Representative are required by law to ensure that the investments in your accounts are suitable. To assess suitability, we rely on “know your customer” information you provided to us upon account opening. This information includes your investment objectives, risk tolerance, financial situation, time horizon and investment experience. They also include personal information such as your age, occupation, relevant situational information, annual income and net worth. Bloomridge is also required to determine whether you are an insider of a reporting issuer.

The KYC information you provide to us must be accurate to ensure that the investments in your accounts are suitable. Therefore, you must provide us with complete and up-to-date information about your circumstances and your financial situation, and notify us immediately if there is a change in your investment objectives, your horizon, your risk profile or any other change. material that could reasonably result in a change in the types of investments appropriate for you.

In addition, you must verify that the KYC information you provide is accurately recorded in your account opening documents and other subsequently updated documents, and promptly notify us of any inaccuracy or modification to this information.

It is your responsibility to review carefully and promptly all communications you receive from Bloomridge, including execution slips and account statements, and to promptly inform your Advisory Representative of any inaccuracies or errors.

It is your responsibility to actively participate in the relationship of the account you have selected, to ask questions and request information from your Advising Representative regarding the transactions made in your account, its holdings and its performance.

You should contact Bloomridge immediately if you are dissatisfied with the handling of matters in your accounts. See in this regard the section related to the handling of complaints below as well as the summary of our policy on the handling of complaints available on our website.

It is your responsibility to review product communications, including prospectuses and offering memorandum, that you receive in connection with investments made in your accounts. In doing so, it is your responsibility to understand the potential risks of certain assets and, where appropriate, you should seek legal and tax advice from qualified professionals.

You are responsible for paying all administration, service, commission, transaction and negotiation fees for the operation of your account. Your obligation to pay these fees is stated in the Account Agreement. The latter further specifies the circumstances where Bloomridge may sell a portion of your assets to reduce or write off the debt in your account if you are unable to pay these charges by other means.

The responsibilities of your Consulting Representative

Account relationship with advice

In an advised account relationship, it is your Advising Representative’s responsibility to ensure that their investment advice is unbiased and consistent with KYC information. It is also up to him to carry out a suitability assessment if:

• An operation is proposed by you
• An operation is recommended for you
• Securities are deposited or transferred to your account
• Your Bloomridge Consulting Representative is replaced
• A change is made to KYC information

Your Advising Representative is not required to make a suitability assessment if significant market events occur. However, it may re-examine your accounts if such an event causes a considerable deterioration in your financial situation or if you request a re-examination.

Your Advising Representative’s suitability assessment involves matching your existing KYC information to the risk or return characteristics of a particular security within your current account holdings. This KYC information includes your financial situation, investment objectives, risk tolerance, time horizon and current investment knowledge, as well as any relevant situational considerations.

If the suitability assessment reveals a material inconsistency between the KYC information and the holdings in your account, either the holdings will be considered unsuitable or the KYC information will need to be updated.

If KYC information is inaccurate, your Consulting Representative will contact you and request updates. You must respond promptly to your Advising Representative’s request for updated information, or your account may be prohibited from trading.

If the investment is not suitable, your Advisory Representative will discuss it with you to explain why the investment is not suitable and will recommend an alternative measure that would be suitable such as not subscribing to an investment. , sell the unsuitable investment (if it is already in your account) or rebalance the holdings in your account to ensure the overall suitability of the account. If you still wish to purchase an investment that your Advisory Representative considers unsuitable, your Advisory Representative may proceed with the investment after recording your confirmation to proceed with this investment. However, Bloomridge’s Advisory Representatives may also (on a case-by-case basis) refuse to carry out such an operation.

In accordance with securities regulations, in evaluating the suitability of your investments, Bloomridge, through your Advisory Representative, must give priority to your interests.

Managed account relationship

In a managed account relationship, it is your Advising Representative’s responsibility to verify that the investment mandate you select is appropriate based on the KYC information you have provided to us. Managed accounts are subject to ongoing suitability assessments throughout the duration of the managed account relationship.

In accordance with securities regulations, in evaluating the suitability of your investments, Bloomridge, through your Advisory Representative, must give priority to your interests.

Bloomridge Responsibilities

It is our responsibility to evaluate the suitability of the investments in your accounts, and we are required to monitor your Advisory Representative. We are also responsible for the following aspects:

Account Documents

It is our responsibility to provide you with the following documents:

• Disclosure of the client-consulting representative relationship
• Disclosure of conflicts of interest
• Privacy Notice
• Custodian Relationship Disclosure, regarding Bloomridge’s relationship with the custodian of your accounts.

All of these documents are part of the new client welcome kit.

For advice-only accounts, we are responsible for providing you with facts and figures, prospectuses, fund offering memorandum and other product disclosure documents as required by law.

The operation of your account is governed by legal agreements depending on the type of account you have opened. All accounts are governed by the customer account agreement, while managed accounts are, in addition, governed by the account agreement.

All applicable conventions are presented to you when you open an account.

We are additionally responsible for providing you with other account forms, including, but not limited to, the following:

• Account Information Form
• RRSP and TFSA – Application forms
• Locked-in RRSP/RRIF application form
• Investment Policy Statement
• Additional account profile
• Business Resolution
• Acknowledgment of non-solicitation
• Nominee Account Agreement (for informal trust accounts)
• Pension plans – Lock-in addendum
• Forms W-8BEN/W-9 (United States)
• Knowledge of a product and understanding
• Declaration for tax treaty purposes
• Updating Account Information

The documents you receive depend on the account type and relationship you choose.

Account statements

Through our custodian, you will receive a quarterly account statement for each of your accounts, and a monthly statement if you request one. Account statements include, among other things, details of all security transactions (the name of the security, the price and quantity at which it traded); opening and closing balances; the cost and market value of your assets at the end of the statement period. Both Bloomridge and the Custodian are responsible for ensuring the completeness and accuracy of account statements.

If your Consulting Representative does not hear from you within 30 days of the date of the statement, Bloomridge considers the contents of the statement to be accurate, complete and approved by you. If you have any questions about your account statement, you can contact your Consulting Representative, or write to us: 

Bloomridge Corporation 1155 Rue Metcalfe, 15It is floor Montreal, Quebec H3B 2V6

Performance disclosure requirements adopted by the Canadian Securities Administrators include reporting on client account costs, cumulative account performance information and annual compound return percentage data. Bloomridge complies with new performance reporting requirements. We will ensure that this report is communicated to you, in accordance with applicable regulatory requirements.

Investment performance benchmarks

If chosen correctly, benchmarks are an effective way to assess the relative performance of your investment strategy, and they represent an excellent starting point when it comes to assessing the overall success of your choices. shift. Additionally, they can help you have realistic expectations about the possible returns generated by your portfolio over the long term. So, a 5% annual return in a diversified portfolio of equity holdings may seem low; however, if the return on the portfolio’s benchmark index is 3% during the same holding period, in fact the equity portfolio would have outperformed its benchmark index.

Many investors opt for a broad market index as a benchmark for investment performance.

For example, the S&P 500 is a benchmark index composed of the 500 leading companies in the US equity market segment, and it would provide a good reference point for the client who has invested in large cap US stocks. United. Similarly, the DEX Canada Bond Universe Index would be an appropriate benchmark for a portfolio composed of Canadian bonds, since this index tracks the performance of investments in the fixed income category in the Canadian market. In the case of a portfolio composed of securities from several different asset categories, the correct reference point could be a combination of indices weighted according to the mix of assets in the portfolio.

Information about the custody of your assets

Your assets are held in Canada in a fully transparent separate account with National Bank Independent Network (« National Bank“) (the “Depositary”). Each customer account held with the depositories is insured by the Canada Deposit Insurance Corporation (the “SADC”). Each of the Depositaries is a Canadian Depositary and a Qualified Depositary under applicable securities laws.

Bloomridge has the authority to trade in client assets held by the custodians, but does not have access to these assets, nor is it authorized to transfer securities or cash amounts to client accounts held with depositories or from these accounts. Custodians, which are independent of Bloomridge, are required to segregate client assets from their own assets, and are subject to the regulatory framework of the competent authorities as well as minimum capital and insurance requirements.

Custodians may hold securities on behalf of a client on behalf of the client or as the client’s nominee. Custodians may appoint sub-custodians to hold client assets in foreign jurisdictions, or to hold client assets other than cash or securities. Client assets are subject to risk of loss:

• If the depositaries become bankrupt or insolvent;
• In the event of a breakdown of the depositaries’ IT systems; Or
• In the event of fraud, intentional or reckless misconduct, negligence or error by depositaries or members of their staff.

Bloomridge reviewed the custodians’ reputation, financial stability, relevant internal controls and ability to provide custody services, and concluded that the custodians’ control and monitoring systems are adequate to manage the risk of loss of deposits. client assets in accordance with prudent business practices.

Securities of investment funds or other issuers that are held by the client (each, a “Fund”) and that are recorded on the records of the fund or its transfer agent solely in the name of the client are not held by the depositaries.

The securities of a fund are subject to the custody and recordkeeping arrangements applicable to that fund and disclosed in the fund’s offering documents and/or governing documents and/or relationship disclosure documents. Client assets are subject to the risk of loss if the fund or its custodian becomes bankrupt or insolvent, or if the fund, its custodian or its transfer agent experience a failure of their computer systems. Bloomridge has reviewed the system of controls and monitoring maintained for each fund, and has concluded that its system is adequate to ensure management of the risk of loss to clients, consistent with prudent professional practices.

Significant conflicts of interest

A conflict of interest exists if the interests of different parties, such as yours and those of your Consulting Representative or Bloomridge, are incompatible.

Bloomridge has a regulatory responsibility to identify and manage these material conflicts of interest in a fair, impartial and transparent manner and in your best interests. We deal with relevant conflicts and manage them as follows:

• Avoid: Conflicts that are prohibited by law or cannot be managed in the best interest of clients.
• Control: Some conflicts must be controlled; for example, the physical separation of units or services to limit the flow of very sensitive information.
• Deal: Bloomridge deals with all material conflicts of interest between a client and itself, including each individual acting on its own behalf, which cannot be avoided in the best interests of the client.
• Disclose: Some conflicts can be managed through full disclosure to you, which allows you to assess their importance independently, for example, in the case of investment recommendations made by your Advisory Representative.

In the course of providing investment advice, from time to time a material conflict of interest may arise between you and your Advising Representative, or between you and Bloomridge. It is important that you understand these conflicts and how Bloomridge will resolve them.

To this end, we invite you to read the document “Disclosure of significant conflicts of interest” that you will receive in the new client welcome kit. It highlights the most common conflicts of interest that your Consulting Representative or Bloomridge faces in providing our products and services to you, and will help you understand how these conflicts will be managed. Any material conflicts of interest that have not already been disclosed in this document or that arise in the course of your relationship with your Consulting Representative or Bloomridge will be communicated to you as they arise.

Temporary blocking

If Bloomridge reasonably believes that financial exploitation has occurred or is occurring, or that an attempt at financial exploitation against you has occurred or will occur or you do not have the mental capacity necessary to make decisions regarding financial matters, nothing in securities law prevents it or its registered employees from imposing a temporary freeze which they are legally authorized to impose.

Bloomridge and its registered employees may only impose a temporary block on the basis of financial exploitation of a vulnerable customer when Bloomridge reasonably believes that the following conditions are met:

• You are a vulnerable customer;
• A case of financial exploitation has occurred or is occurring, or an attempt at financial exploitation against you has occurred or will occur.

In the event that Bloomridge or any registered employee imposes the temporary block, Bloomridge has the following obligations:

• Record the facts and reasons leading to its imposition and, if applicable, to maintaining it;
• As soon as possible after imposing it, notify you, specifying the reasons;
• Review the relevant facts as soon as possible after imposing it, and at a reasonable frequency, in order to establish whether its continuation is appropriate;
• Within 30 days after its imposition and, until it is lifted, during each subsequent 30-day period, take one of the following actions:
  • Lift the temporary blockage; Or
  • Notify you of their decision to maintain it, specifying the reasons.

When Bloomridge or any registered employee imposes a temporary block, this is done in accordance with their obligation to act with honesty, good faith and loyalty to you.

The temporary blocking does not relate to your entire account, but rather to a specific subscription, purchase or sale of securities, or withdrawal or transfer of funds or securities from the account in question. Each subscription, purchase or sale of securities, or withdrawal or transfer of funds or securities are examined separately. If all account assets are affected, it may be reasonable to impose such a hold on your entire account, but without limiting ongoing fee payments.

Bloomridge lifts the temporary block when it no longer reasonably believes that a case of financial exploitation has occurred or is occurring, or that an attempt at financial exploitation against you has occurred or will occur, or that you do not own lack the mental faculties necessary to make decisions regarding financial matters.

Handling complaints

It is our responsibility to respond to your comments effectively and efficiently, and to resolve any complaints you may have regarding your accounts or your Bloomridge Consulting Representative. In most cases, your Advisory Representative can resolve the complaint. However, if you believe that your complaint cannot be resolved by your Advisory Representative, contact our Chief Compliance Officer (CCO) directly at:

Head of Compliance

Bloomridge Corporation.

1155 Rue Metcalfe, 15It is floor

Montreal, Quebec

H3B 2V6 

It is the responsibility of the CCO to acknowledge receipt of your complaint within ten (10) days. The acknowledgment of receipt includes the contact details of the person handling your complaint, a summary of our complaints handling procedures, the estimated time after which you will receive a substantive response to your complaint, and the alternative measures available in the event that you are dissatisfied with our findings of examination of the complaint.

If you are not satisfied with the handling of your complaint, you can ask us to forward your complaint file to the Financial Markets Authority. Please refer to the website of the Financial Markets Authority (www.lautorite.qc.ca)

The substantive response letter we send you will include a summary of your complaint, an explanation of our investigation, our final decision, and the options available to you if you are dissatisfied with this decision.

For further information regarding our complaints handling policy, please refer to the summary of this policy available on our website at the following  

Fees and service costs charged in the operation of your accounts

Bloomridge deducts from your account fees and costs for services related to the operation of your account and portfolio management. The amount charged may depend, among other things, on the type of account relationship retained by you, the balance of your account, the types of investments.

Administration, account maintenance and additional fees

Depending on the total value of the assets you hold with Bloomridge, you may be required to pay administration, account maintenance and processing fees. Other miscellaneous charges may be deducted from your account for certain services. The list of all these fees is communicated to you in the document [Fee schedule] as well as in the price list of the security guard included in the document [Relationship with the security guard] of the new customer welcome kit. Bloomridge will provide you with 60 days written notice before charging fees revised from the then current [Fee Schedule].

The aforementioned fees are separate from those related to fees or commissions charged for the purchase and sale of securities in your advised account and fees charged to your account managed by the custodian.

Accounts with advice – Fees and commissions

When you buy or sell certain investment products in your Advised Account, you are charged a commission.

As for transactions in most fixed income securities, the commission paid is part of the price of the security. Your Advisory Representative can provide you with the actuarial rate of return before subscribing to your security, which will allow you to judge the competitiveness of our pricing.

In the case of transactions on securities listed on a stock exchange, such as shares, you pay a commission. This is excluded from the price of the security, but separate fees are added to the total amount due on a subscription, and are deducted from the total proceeds of a sale. The amount of commission you pay varies depending on the size of the transaction. Depending on your level of trading activity, you may negotiate, through your Advising Representative, the specific terms of your advisory relationship with respect to commission.

For trading in mutual funds and other manufactured products, you must pay fees charged by the product manufacturer to buy, sell or hold equity units. For example, some mutual funds charge a redemption fee (often called a redemption fee or exit charge) if you sell units of the fund before the agreed-upon redemption schedule expires. Additionally, most mutual funds and other manufactured products charge a proportional fee (often called a management expense ratio or MER) to the fund. Bloomridge may also earn a commission at the time of your purchase. This may be deducted from your initial investment (often called an entry fee) or paid to Bloomridge by its MER product manufacturer.

Your Advisory Representative may charge a minimum fee when switching your investment from one mutual fund to another in the same fund family (often called a switching fee). Bloomridge may also earn an ongoing commission (often called a trailing commission) from the product manufacturer for as long as you hold the investment in your advised account. 

All of these fees vary depending on the type of mutual fund or other manufactured product you purchase. All fees associated with this type of investment – ​​MER, fees charged on redemption, entry fees – and the remuneration paid to Bloomridge are specified in the product manufacturer’s offering document, for example simplified mutual fund prospectus.

Managed Account – Fees 

Management fees are calculated as a percentage of the market value of the account. Fees vary depending on the specific investment mandate you have chosen or the personalized investor profile you have completed.

All these fees, and their method of calculation and negotiation, are declared in the Appendix B – Fees, as well as in the document Customer profile – Account opening, which was completed when opening the account.

Taxes

Applicable taxes may be deducted from your account, including, but not limited to:

• Goods and services tax and any other federal, provincial or municipal tax payable or calculated in connection with commissions, fees or expenses payable under the customer account agreement
• Tax withholdings arising from investments from American and other sources
• Tax withholdings arising from payments to non-residents of Canada
• Tax withholdings payable to government authorities arising from payments or withdrawals or unenrollment from a retirement savings plan

Important Definitions

Net assets

Means total assets less total liabilities and, for greater certainty, includes the value of the client’s personal residence or other real property and the amount of any liabilities (such as a mortgage) relating to the customer’s personal residence or other real estate.

Financial assets :

One of the following:

Cash

Securities;

An insurance contract, deposit or security representing a deposit that does not constitute a form of investment subject to securities legislation.

Administrator :

Depending on the case :

In the case of a joint stock company, a member of the board of directors or the natural person who performs similar functions for a joint stock company;

In the case of an entity other than a joint stock company, a natural person who exercises functions similar to those of a director of a joint stock company.

Bank :

A bank listed in Schedule I or Schedule II of the Bank Act (L.C. 1991, c. 46).

Schedule III Bank:

Authorized foreign bank listed in Schedule III of the Bank Act (Canada).

Account managed under discretionary mandate:

Any account of a client for which a person makes investment decisions, to the extent that he or she has the discretionary power to carry out transactions in securities, without having to obtain the consent of the client for each transaction.

Spouse :

In relation to a natural person, one of the following natural persons:

A natural person to whom she is married and who does not live separately from her within the meaning of the Divorce Act (R.S.C. 1985, c. 3 (2nd suppl.));

A natural person with whom he or she lives in a relationship similar to marriage, including a person of the same sex;

In Alberta, in addition to a person referred to in paragraph a or b, an adult interdependent partner within the meaning ofAdult Interdependent Relationships Act (S.A. 2002, c. A-4.5).

Eligibility Advisor:

The following people :

A registered investment dealer who is authorized to give advice with respect to the type of securities being distributed;

In Manitoba, in addition to the above, a practicing lawyer who is a member in good standing of the bar of a jurisdiction of Canada or a chartered professional accountant who is a member in good standing of a body of chartered professional accountants in a jurisdiction of Canada provided it meets the following conditions:

He does not have a professional, commercial or personal relationship with the issuer or with any of its directors, members of senior management or founders or persons participating in the control thereof

He did not act on behalf of a person having acted on behalf of the issuer, one of the directors, members of senior management or founders of the issuer or persons participating in the control of the latter or having been engaged by one of them during the preceding 12 months, nor been engaged personally or otherwise as an employee, member of senior management or director of a person having acted on behalf of the issuer, one of the directors, members of senior management or founders of the issuer or persons participating in the control thereof or having been engaged by one of these, of a person with whom one of these has links or an associate of one of these during the preceding 12 months.

Insurance contract

Has the meaning given to it in the securities legislation of the province or territory of Canada in which the client resides.

Control

A person is considered to exercise control over another person in the following cases:

It has the beneficial ownership of securities of this other person ensuring a sufficient number of votes to elect the majority of the latter’s directors or directly or indirectly exercises control over such securities, unless it only holds them as security for an obligation;

In the case of a partnership other than a limited partnership, it holds more than 50% of the shares;

In the case of a limited partnership, it is the general partner.

Corresponding debts

Includes the following debts:

Debts contracted or assumed in order to finance the acquisition or ownership of financial assets;

Debts guaranteed by financial assets.

Financial statements

Includes interim financial reports.

Subsidiary company

An issuer that is controlled directly or indirectly by another issuer and any subsidiary of that subsidiary.

Founder

With regard to an issuer, a person who meets the following conditions:

Acting alone, in collaboration or in concert with one or more other persons, it takes the initiative, directly or indirectly, to found or constitute the company of the issuer or to reorganize it in a significant manner;

At the time of the placement or the transaction concerned, it actively participates in the activity of the issuer.

Mutual fund

Has the meaning given to it in the securities legislation of the province or territory of Canada in which the client resides.

Investment Funds

Any collective investment scheme or closed-end investment fund including, in British Columbia, anyemployee venture capital corporation whose constitutive instrument is not restrictive, which is registered under Part 2 of theEmployee Investment Act (R.S.B.C. 1996, c. 112) of British Columbia and whose objective is to make investments and anyventure capital corporation which is registered under Part 1 of theSmall Business Venture Capital Act (R.S.B.C. 1996, c. 429) of British Columbia and whose objective is to make investments, and in Quebec, the Solidarity Fund of Quebec Workers (F.T.Q.) Fondaction, the Development Fund of the Confederation of National Unions for cooperation and employment and Capital régional et coopératif Desjardins.

Closed-end investment funds

The transmitter which combines the following characteristics:

Its main purpose is to invest the sums of money provided to it by its holders;

It does not make an investment:

Either for the purpose of exercising or seeking to exercise control of issuers, with the exception of any issuer which is a collective investment undertaking or a closed-end investment fund;

Either for the purpose of actively participating in the management of the issuers in which it invests, with the exception of any issuer which is a collective investment undertaking or a closed-end investment fund

It is not a collective investment scheme.

Financial institution

Banks listed in Schedule I, II or III of the Bank Act (Canada);

Associations to which the Cooperative Credit Associations Act (Canada) applies or central credit unions to which an order made under subsection 473 (1) of that Act applies;

Loan companies, trust companies, trust companies, insurance companies, entities called “treasury branches”, credit unions, financial services cooperatives or federations of credit unions which are authorized by a law of Canada or Ontario to carry on commercial activities in Canada or Ontario, as the case may be; Or

The Business Development Bank of Canada.

Canadian financial institution

Means the following entities:

Of an association governed by theCooperative Credit Associations Act (Canada) or a central credit cooperative for which an order has been made in accordance with paragraph 1 of section 473 of that Act;

A bank, loan company, trust company, insurance company, Treasury branch, credit union, credit union, financial services cooperative or league which, in each case, is authorized by a legislative text of Canada or a jurisdiction of Canada to carry on its activities in Canada or in a jurisdiction of Canada.

Member of senior management

With respect to an issuer, one of the following natural persons:

The chairman of the board, the vice-chairman of the board or the president of the issuer;

A vice president responsible for a business unit, division or primary function, such as sales, finance or production;

A natural person exercising decision-making power with regard to the main orientations of the issuer, excluding those referred to in paragraphs (a) and (b).

Person

In particular, the following people and entities:

A physical person;

A moral person;

A partnership, trust, fund, association, union, organization or any other group of people, whether incorporated or not; And

An individual or another person in his or her capacity as trustee, executor, administrator or personal representative or other registered legal representative.

Authorized natural person

Any natural person who meets one of the following conditions:

He is a director, chief executive officer, chief financial officer or chief operating officer of a company or exercises a similar function;

It has beneficial ownership of at least 10% of the voting securities of a company or exercises, directly or indirectly, control over them; Or

She is a trustee, liquidator, executor or legal representative and exercises control, directly or indirectly, of at least 10% of the voting securities of a company.

and, for these purposes, the term “company” means any person registered or any person applying to register as a broker, advisor or investment fund manager.

Person in control

Has the meaning given to it in the securities legislation of the province or territory of Canada in which the client resides.