Regulatory Information

Caldwell Securities Ltd. is regulated by the Investment Industry Regulatory Organization of Canada (IIROC) and is a member of the Canadian Investor Protection Fund (CIPF). As a registered firm we are bound by high standards of regulated and ethical conduct. Below we describe how we comply with some of these regulations.

National Instrument 24-101
TRADE MATCHING AND SETTLEMENT
Trade-Matching Statement

To: All trade-matching parties providing trade orders to,
Acting on behalf of, or executing a trade with:
Caldwell Securities Ltd.

This Trade-Matching Statement is being provided in accordance with National Instrument 24-101 – “Institutional Trade Matching and Settlement” and Companion Policy 24-101CP (this “National Instrument”).

It applies to all trades that are subject to the National Instrument.

We confirm that we have established, maintain and enforce policies and procedures designed to achieve matching in accordance with the National Instrument.

Sally Haldenby Haba
Vice President

Fees

Caldwell endeavours to keep the rates and fees posted on this website current. However, rates, fees and related information are subject to change at any time with prior notice to users and the posted rates and fees at this website may not reflect such changes.

Confidentiality

This website is not a secure medium for e-mail (electronic) communications. Any confidential, proprietary or sensitive information transmitted by a user by means of this website through e-mail may be read and/or copied by unauthorized persons.

Security

Users are solely responsible for the actual password(s) chosen by them. Users of this service are solely responsible for maintaining the security of their logon id and password(s), and ensuring that only the user uses the logon id and password(s). User agrees not to disclose their logon id and password(s) to any other person. Caldwell shall not be responsible for the unauthorized use of the service by any other person with user's logon id or password(s), and Caldwell is under no obligation to confirm the actual identity or authority of any user of the logon id or password(s). User shall notify Caldwell immediately upon becoming aware of any known or suspected unauthorized use of the user's logon id or password(s) to gain access to the service, or any other breach of security involving user's logon id or password(s).

Virus Checks

When using this website, it is up to you to take reasonable precautions to scan for computer viruses and other items of a destructive nature. It is also up to you to ensure that you have a complete and current backup of the information contained on your computer system prior to using this website.

This website is intended to permit clients of Caldwell Financial Ltd. (“CFL”) and its affiliates, Caldwell Securities Ltd. (“CSL”), and Caldwell Investment Management Ltd. (“CIM” and collectively with CFL and CSL referred to as “Caldwell”) to view their account balances and access related information, which may vary from customer to customer depending upon level of access granted. [Some of the services on this website are provided free of charge, but Caldwell reserves the right to charge for these services in the future.]

No portion of the content of this website may be reproduced, other than for personal, non-commercial use, in any form, or by any means, without prior written permission from Caldwell. All other trademarks, service marks, registered trademarks, or registered service marks mentioned in this website are the property of their respective owners.

The information in this service is provided "AS IS" with all faults. While Caldwell believes the information to be correct when posted on this website, it makes no warranty as to the correctness, currency, timeliness, quality, content or completeness of the information. Changes may be made at any time to this service and the information contained therein without prior notice. If you are a Caldwell client, please consult your Investment Advisor.

This website is not intended to provide legal, accounting or tax advice and should not be relied upon in that regard.

CSL is licensed to provide services as a dealer to residents of British Columbia, Alberta, Saskatchewan, Ontario, New Brunswick, Nova Scotia and Newfoundland. CIM is licensed to provide services as an adviser to residents of Ontario. Information from this website regarding services and products of Caldwell is intended for use only in jurisdictions where such services or products may lawfully be offered for use and/or for sale and neither use nor sale is intended where prohibited by law.

Information provided by Caldwell and information provided by other sources on this website is not subject to any guarantee as to its accuracy or completeness or as to its currency. Neither Caldwell nor any third party owner, licensor or supplier of information used or made available through this website, including market data, quotation information and databases, and including news, articles, text, graphs, audio clips, video clips, broadcasts and seminars ("Data") makes or is liable for any representation, warranty or condition, whether express or implied, concerning the Data or the use thereof including, without limitation, that (i) the Data will meet your needs, or that the Data will be available for use at any particular time or for any particular purpose or will be error free, or (ii) the Data is up-to-date, accurate, in sequence, reliable, complete or suitable for any purpose.

Without limiting the foregoing, "real time" quotes viewed on this website, particularly in times of high volumes of trading and market volatility, may not be reflective of a current trading price of a security. Further, all express or implied, direct or indirect, representations, warranties and conditions in respect of Data arising or implied by statute, common law, custom, usage of trade, course of performance, course of dealing or otherwise, including but not limited to any warranties or conditions of merchantable quality and fitness for a particular purpose are expressly excluded.

All the Data is protected by copyright and each supplier of the Data reserves all proprietary and intellectual property rights therein. You shall not reproduce, retransmit, disseminate, sell, rent, distribute, publish, broadcast, circulate or commercially exploit the Data provided through this website in any manner or furnish it to any other person without the prior written consent of Caldwell and the relevant supplier. The user of this website shall use the Data accessible through this website only for the user's individual use.

Caldwell expressly disclaims any liability for losses or damages, whether direct, indirect, specific or consequential incurred by any user of this website and whether by contract, negligence or otherwise.

Links in this website to other websites or references to products, services or publications other than those of Caldwell should not be construed as an endorsement, recommendation or approval of such websites, products, services or publications by Caldwell. Any information, data, opinions or recommendations provided by third parties through links to other websites or otherwise made available through this website are solely those of the third party and not of Caldwell.

Caldwell endeavours to offer customers an electronic service that is easy to use, reliable, secure and capable of meeting their customers' investment information needs. From time to time, however, interruptions, errors or other deficiencies in service may occur. This may be due to a variety of factors, some of which are outside the control of Caldwell, including interruptions in the accessibility of the Internet, a system outage in facilities of a third party service provider (including stock exchanges, Data providers and back office service providers), and market conditions that may result in general market volatility, volatility affecting a particular security or class of securities, or heavy demand and high volumes of trading activity.

All products and services of Caldwell are subject to the terms of any agreement by which they are normally made commercially available. Information in this website does not constitute a solicitation or offer to sell products or services of Caldwell or mutual funds normally distributed by them, or the securities or financial instruments of any issuer.

Best Execution and Multiple Marketplace Disclosure

Caldwell Securities Ltd (“Caldwell”) is committed to make reasonable efforts to ensure clients achieve the most advantageous execution terms reasonably available under the circumstances when executing transactions on behalf of a client, considering factors such as execution price, speed of execution, liquidity, price improvement opportunities, certainty of execution and overall cost of the transaction.   

Caldwell has established practices in accordance with Best Execution and Order Protection regulations such as Investment Industry Regulatory Organization of Canada (“IIROC”) Universal Market Integrity Rule (“UMIR”)5.1, Dealer Member Rule 3300 and National Instrument 23-101, Parts 4 and 6.

Best Execution refers to the obtaining of the most advantageous execution terms reasonably available under the circumstances. Caldwell pursues the execution of each order as expeditiously as practicable under prevailing market conditions.  Orders are routed to the marketplace that will provide the best execution.

Structure of the Canadian Equity Market

There are currently several marketplaces in Canada for the trading of listed securities, including traditional exchanges and Alternative Trading Systems (“ATS”).  The exchange where a company’s stock is listed is referred to as the “primary listing marketplace” for that stock.  Market makers may be appointed by an exchange in order to provide a two-sided market for a security on a continuous basis.  Exchanges set requirements governing the conduct of marketplace participants.

Equity exchanges in Canada used by Caldwell where quotes are protected under current Canadian Order Protection Rules, include:

The Toronto Stock Exchange (“TSX”);
The TSX Venture Exchange (“TSXV”); 
The Canadian Securities Exchange (“CSE”); and
NEO Exchange (“NEO”).

ATS provide automated trading systems to bring together orders from buyers and sellers of securities which are listed on other marketplaces (e.g. exchanges).  Unlike an exchange, ATS do not provide directly, or through one or more subscribers, a guarantee of a two-sided market for a security on a continuous or reasonably continuous basis, do not set requirements governing subscriber conduct, and do not discipline subscribers beyond exclusion from participation.   ATS used by Caldwell where quotes are protected under current Canadian Order Protection Rules include:

Nasdaq CXC;
Nasdaq CX2 (formerly CHI-X Canada);
Omega ATS/ Lynx ATS;
Pure Trading (operated by CSE);
Liquidnet Canada;
CanDeal;

Dark Pools, which are a form of ATS, are private exchanges not accessible by the investing public.  They primarily facilitate block trading by institutional investors who do not wish to impact markets with large orders, though some have expanded to include orders of all sizes. Often used to protect proprietary trading information, they are used to take advantage of possible price improvement for liquidity seeking orders (typically smaller sized orders) and potentially incur lower trading fees.  In some cases, Dark Pools enable dealers to internalize order flow. They are referred to as “dark” due to the lack of transparency, as there is no order-book visible and trade details are released after a delay.  The lack of transparency has the opportunity to work in favour of obtaining a better realized price than through an exchange when there is limited liquidity on the exchange of a particular issue of securities.  Dark pools may be broker-dealer owned, agency broker or exchange owned or electronic market makers.  In Canada, they are generally regulated as an ATS, and are registered dealers with IIROC.  Examples of ones used only occasionally by Caldwell include:

LP MatchNow (TriAct Canada);

Best Execution Factors 

Caldwell considers price (bid and ask), speed, certainty of execution, overall cost of the transaction and any other factor relevant to the execution of the order.

Caldwell uses an electronic Smart Order Router (“SOR”) to direct all Canadian equity orders in seeking best execution and order protection.  The SOR seeks the best price across all Exchanges and visible ATS simultaneously, filling as much of the order as possible.   Best execution is determined by the consolidated market view or by other price discovery mechanisms, whether the security trades on a listed marketplace or whether it trades Over the Counter (“OTC”).   Unfilled portions are booked on the Default Exchange, which for Caldwell, is the TSX, as it has the highest volume of orders in its book.

The SOR is programmed with parameters to seek the best possible outcome in consideration of prevailing market conditions, the size of the order, the specific security and liquidity.  In the case of a sell, the SOR will route order to the marketplace with the highest bid price, while in the case of a purchase, to the marketplace with the lowest ask price.

In seeking best execution, the SOR may break the order into multiple smaller orders, sending each to multiple execution venues either in parallel or in sequence, in keeping with client instructions on the handling of the order.

In the event not all marketplaces are available for trading, or the SOR is unavailable or limited, orders received are directed to the Default Marketplace or to ATS as determined by the circumstances in the marketplace at the time, consistent with the client best interest and the obligation to seek the most advantageous execution terms reasonably available in the circumstances.

In the event trading on a particular security has been halted in a particular marketplace, all orders for that security will be halted and will remain in that marketplace until the halt has been lifted.

In respect of US equities, Caldwell does not have direct access to exchanges or ATS.  Instead, Caldwell will direct orders to one of a couple of US broker dealer intermediaries for execution.   Such intermediaries also use SORs and are subject to the same requirements as they relate to best execution. 

Hours of Operation for Trading in Canadian Listed Securities

Caldwell trading staff and systems are available for order execution between 9:30 am EST and 4:00 pm EST (“Hours of Operation”), Monday through Friday, excluding Canadian statutory holidays. Staff may be available outside of marketplace hours; however, trade execution outside of the Hours of Operation is treated on a best efforts basis. 

Standard Handling of Orders

Immediately executable orders received for Canadian listed securities are routed to the marketplace with the best bid or offer and the remainder, if any, residing on the default marketplace.

Pre-Open

An order received prior to Default Marketplace opening (9:30AM EST) will be routed in the SOR to book to the pre-opening of the Default Marketplace defined for that security for execution upon opening, in accordance with the Default Marketplace calculated opening price protocol.

Continuous Session

Active orders, defined as any portion of a market order or a limit price order which is immediately tradable based on current market conditions, received during the Hours of Operation, will be routed by the SOR to the marketplace with the best price at the time of execution.  The SOR evaluates all Exchanges and visible ATS for best price when executing active orders.

Passive orders, defined as the unfilled balance of an active order or any limit price order which is not immediately executable, received during the Hours of Operation, are booked to the Default Marketplace for that security where it will remain until filled, changed, expired or cancelled.

Changes to an outstanding order, or portion of an outstanding order, will be handled in the same manner as a new order received, with an active order re-evaluated for best price execution across all Exchanges and visible ATS, and a passive order booked to the Default Marketplace for that security.

Post-Close

Orders received after the Default Marketplace closing (4:00 PM EST) will be queued in the SOR for routing to the pre-opening of the Default Marketplace on the following business day.

Order Execution

Certain types of orders have specific handling implications in a multiple marketplace environment. These have been addressed as follows: 

Day Orders

A Day Order is an order only valid for the day it is entered (between the marketplace hours) and handled as per the “Standard Handling of Orders” noted above.  Any unfilled portion of a Day Order will expire at the close of business of the marketplace where the order was last entered.

Good Until Cancel or Good Through Orders

Good Until Cancel orders are orders that will remain open until filled, cancelled or they expire.  Caldwell will, at the end of each month, cancel any open Good Until Cancel orders.  The system used by Caldwell will also only permit such order to be open for a maximum of 90 days.  The SOR will route any immediately unfilled portion of these orders to the Default Marketplace if they are not immediately executable at the time of entry. These orders will remain booked until executed, cancelled, changed or expired, whichever comes first.

Market Orders

A Market Order is an order to buy or sell a security immediately, at the best available price at the time the order is entered. Market Orders are routed with priority when received. In cases of extreme market volatility or liquidity imbalance, as a result of their being tagged with speed as a priority, a market order may trade at a price which is significantly different than the expected execution price.   Investors are advised to use aggressively priced limit orders in place of market orders to reduce the risk of the order trading at a price outside of a preconceived ‘acceptable’ range.  Any unfilled portion of a Market Order will expire at the close of business of the marketplace where the order was active.

Limit Orders

A Limit Order is an order for a security at a specific minimum sale price or maximum purchase price that is not to be exceeded, which on the one hand provides control over the execution price but on the other, reduces the certainty of execution. Limit Orders will be handled in the priority they are received.

It is possible for a limit order to miss the opportunity to buy or to sell a stock in a fast moving market. Aggressively priced limit orders, meaning an order with a higher/lower price than the prevailing offer/bid price, will trade much like a market order, increasing the certainty of execution without the risk of the order trading at a price outside of a predetermined ‘acceptable’ range.

Any unfilled portion of a Limit Order will expire at the close of business of the marketplace where the order was active.

Factors Considered to Achieve Best Execution Price is the cornerstone of best execution; however, there are additional factors that may also be relevant in achieving best execution for our clients. Certain execution factors may be more important than others given a particular situation, asset class, or client. CSI considers the following broad factors within its best execution policies and procedures on handling client orders:

  • Price
  • Speed of execution
  • Certainty of execution
  • Overall cost of the transaction, when costs are passed on to clients

UPDATED OCTOBER 2020JULY 2019 2 CSL also considers the following factors which are more specific considerations of the above broad factors:

  • Direction of the market for the security
  • Depth of the posted market
  • Last sale price and the prices and volumes of previous trades
  • Size of the spread
  • Liquidity of the security

Specific Client Instructions - Where clients provide specific instructions for order execution, CSL will endeavor to execute the order in accordance with the client instructions on a best-efforts basis, while adhering to market conduct rules, regulatory requirements, and securities laws. Our regulatory and legal obligations as executing broker may prevent client instructions from being met.

Foreign Order Execution

CSI would consider executing on a foreign exchange if specific instructions are received from our client. CSI considers the following when handling foreign orders: speed of execution, opportunity costs of losing better priced fills for delays, and exposure to fluctuations in the FX rate and settlement risk. CSI may also consider trading on a foreign market if we feel the client could benefit from trading through a cross border best priced algorithm.

Orders executed outside of Canada will be executed through an intermediary broker. These orders will be required to be executed in accordance with local rules and regulations applicable to the executing broker and may result in the executing broker applying different criteria to the assessment of execution quality. The executing broker may also have acted as principal or agent and may have derived compensation from the transaction. Stamp fees and/or foreign levies may be passed along to clients for execution into these foreign markets. CSI’s intermediary broker(s) attests that their policies and procedures, and those of their foreign intermediaries are reasonably designed to attain best execution.

Over-The-Counter Securities

Over-the-counter (“OTC”) securities, for the purpose of best execution under Rule 3300, refers to securities that are not executed on a marketplace. For CSI, these would unlisted securities and private unlisted issuers. In accordance with IIROC Rule 3300, CSI must make reasonable efforts to ensure that client trades in OTC securities are executed at prices that are fair and reasonable in relation to prevailing market conditions. When determining best execution, the price, as well as any commission or mark-up are considered in the client’s over-all price. Some of the pricing sources used to determine fair price may include information from: valid electronic trading platforms, outside liquidity providers, general canvass of various sources (i.e. clients, sales people, dealers, issuers) etc.

Special Terms Orders

Special Terms Orders are orders with specific terms that are not executable in the regular marketplace. Special Terms Orders will only post to the Special Terms Market of the primary listing Exchange, unless they are immediately executable on an alternative marketplace at the time of entry. Any unfilled portion of a Special Terms Order will expire at the close of the primary listing Exchange.

Stop Loss Orders (Canadian Markets)

Stop Loss Orders are orders that become Market Orders or Limit Orders when a standard trading unit (referred to as a board lot) trades at or superior to the stop price on the marketplace in which the order has been booked. Stop Loss Orders are booked to the primary listing Exchange. A Stop Loss market order is filled at the best available market price once the stop price is activated. However, if the order enters the market when the stock or overall market is experiencing dramatic fluctuations including rapid declines, an investor may receive a price that is much different than expected.

Caldwell does not encourage the use of Stop Loss limits.  Stop Loss orders received notwithstanding, are reviewed by the Head Trader to ensure the size of the order is not at a level that would result in market volatility should the On Stop price be activated.

Crosses

A cross trade refers to a situation where Caldwell receives an order to buy and an order to sell the same security and approximately the same time.  Internal or intentional crosses are recorded on the market at the midway price between the bid and ask at the time the orders are received. 

Disclosure of Marketplace

Trade confirmations state that an order has been executed on one or more marketplaces or alternative marketplaces. Client may contact their Investment Advisor for further details regarding which marketplace or alternative marketplace a trade was executed.

The information contained herein is current as of Feb 1 2021.

Intermediaries

Caldwell may use the following intermediaries:

  • IRESS and CANDEAL to execute trades in equities, fixed income and U.S. options
  • ITG, Pershing, Cowen, Citadel and Dash to use their algorithmic trading platform and execution in US Markets
  • ITG and ITS for Canada Execution
  • Pershing for accessing other foreign markets
  • FHN, RBC, National Bank, CIBC, BMO and Scotia for Fixed Income

Client orders may be subject to the order handling and routing practices of the intermediaries Caldwell Securities connects to. Caldwell Securities has reviewed our intermediaries order routing practices and are satisfied that they are reasonably designed to achieve best execution.

FEES, PAYMENTS and COMMISSIONS

Caldwell may pay marketplace fees or receive rebates when routing certain orders to certain marketplaces. The costs associated with the fees paid or the amounts of compensation received will not be passed on to the client. Routing decisions are not based on fees paid or payments received.

This disclosure has been modified since the prior posted disclosure (dated May 31, 2019) for the purposes of providing increased transparency regarding:

  • the marketplaces Caldwell’s Smart Order Routing (“SOR”) technology references, 
  • the SOR handling practices by order type, and how the SOR achieves best execution

Disclosure of Conflict of Interest

Urbana Corporation is a related entity of CSL, and owns 49% of the Canadian Securities Exchange (CSE).

INTRODUCTION

Caldwell Securities Ltd. (“Caldwell”) respects your privacy and is committed to protecting it through our compliance with our policy, a copy of which is available upon request (email: privacy@caldwellsecurities.com)

We will only use your personal information in accordance with our policy unless otherwise permitted or required by applicable law. We take steps to ensure we only collect personal information required to provide you with the services you have obtained, ensuring what we collect about you is adequate, relevant, not excessive, and is used and disclosed for purposes of servicing you and as may be required by law.

Privacy laws in Canada generally define “personal information” as any information about an identifiable individual, which includes information that can be used on its own or with other information to identify, contact, or locate a single person.

HOW WE OBTAIN YOUR CONSENT

You provide your consent for Caldwell to collect, retain and use your personal information in a number of ways:

  • Before or at the time you open an account with Caldwell, you will be required to provide certain personal information to establish the account. The information may be collected via a Caldwell New Client Application Form (commonly known as an “NCAF”), in which case you will formally indicate your explicit consent when you sign the application.
  • You may also consent to communications directly from a Caldwell investment advisor by providing your email, phone number, address or other contact details directly to that advisor, in which case you have implied your consent to be contacted.
  • By using our website, you consent to the collection of technical and website interaction information (see “Information we collect about you”) automatically through our website
WITHDRAWING YOUR CONSENT

You are always in control of your personal information and providing us with your information is always your choice, except where required by law.

You can withdraw your consent to the processing of your personal information (where we are processing your personal information based on your consent). If you object to the processing of your personal information, or if you have provided your consent to processing and you later choose to withdraw it, we will respect your decision in accordance with our legal obligations. However, your decision to withhold particular information or to stop processing your information may limit or prevent us from providing investment or financial advice based on your specific needs or providing products or services you have obtained. This may result in the closure of your account and you will be responsible for any fees and taxes associated with the disposition of your investments with us.

If you do not wish to receive promotional materials from us you may contact your investment advisor, or, if you are uncomfortable doing so, contact one of our privacy officers listed in “Contact Information”.

INFORMATION WE COLLECT ABOUT YOU

We collect and use several types of information from and about you, including:

  • Information establishing your identity such as your name, mailing address, e-mail address, telephone number, Internet protocol (IP) address, user name or other similar identifier, social insurance number, date of birth.
  • Information you provide on an application for products and services (and subsequent updates), such as annual income, place of employment, investments, account holdings, beneficiary information, financial information, billing and account information and transaction history.
  • Information to authenticate your identity, such as knowledge-based information (i.e. username, password, security questions or account information) and signature.
  • Banking Information you provide to facilitate deposits and withdrawals to your account or to facilitate the settlement of fund purchases, redemptions, distributions and other similar transactions.
  • Information you provide during communication with us which may include telephone numbers, family details, life events, alternate contact details, goals and your opinions and issues you may have encountered.
  • Technical information, including your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, or information about your internet connection, the equipment. Also, if you communicate with us via electronic means, you are providing us with your email details.
  • Information you provide to establish your eligibility for certain products. Certain investment products are only available to qualifying eligible investors, such as accredited investors. You must provide us the information to support and validate your eligibility before we are able to sell you these products.
  • Electronic mail and contact information, in order to receive any electronic messages from us which you may have subscribed to via our website, through completing an account application, or in speaking with a Caldwell representative.
  • Website interaction information, including the full Uniform Resource Locators (URLs), clickstream to, through and from our Website (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, or any phone number used to call our client service number.
  • Additional information may be requested to help us determine your eligibility for products and services that we offer.
HOW WE COLLECT INFORMATION ABOUT YOU

Most of the information is collected when you interact with us, for example when you:

  • apply for a product, service or account with us; or
  • communicate or interact with us in email, written or verbal communications;

We also collect financial, technical and other information about you from a variety of sources including through:

  • transactions you have made with us; or
  • third parties or publicly available sources, for example, references you provide to us, credit bureaus and reporting agencies, our business partners, other financial institutions, and from regulatory, government and similar authorities; or
  • automated technologies or interactions, as you navigate through our Website. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies
HOW WE USE YOUR INFORMATION

We use information that we collect about you or that you provide to us, including any personal information:

  • To provide you with products, services or information requested and otherwise service your account, which includes making tax payments or reports, meeting legal requirements to verify your identity, checking your credit history where required, recording beneficiary information and providing you with account statements, confirmations, tax receipts, notices about your account or other requested reports.
  • To execute securities transactions on your behalf and advise you concerning your securities transactions or send you communications of a transactional nature.
  • To meet regulatory, legal and governmental requirements and to carry out our obligations and enforce our rights arising from any contracts with you, including managing our risks and operations.
  • To verify your identity and to authenticate you when you contact us.
  • To inform you of the financial products and services that you may be eligible for, or communicate to you any updates, benefits, features and other information about products and services you have with us, or to better understand your financial situation and goals to determine your eligibility for products and services we offer and to manage your products and services with us.
  • To compile non-personal information that does not directly or indirectly reveal your identity or directly relate to an identified individual, such as demographic information, or statistical or aggregated information. Statistical or aggregated data does not directly identify a specific person, but we may derive non-personal statistical or aggregated data from personal information. For example, we may aggregate personal information to calculate the percentage of clients using a particular service.
  • To present our Website and its’ contents to you, notify you about changes to our Website or any products or services for ongoing communications.
  • To fulfill any other purposes for which you provided the information or that were described when it was collected, or any other purpose for which you provide information and consent to its’ use.
DISCLOSURE OF YOUR INFORMATION

We may disclose aggregated information about our users and clients, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide in order to fulfill our obligations. We may disclose to:

  • mutual fund companies, issuers or other intermediaries for securities where you wish to purchase units or for securities in which you hold shares for purposes of distributing shareholder information.
  • our regulators (including the provincial Securities Commissions, the Investment Industry Regulatory Organization of Canada, the Canadian Investor Protection Fund and federal and provincial governments). These regulatory bodies collect, use or disclose such personal information obtained from us for regulatory purposes, including surveillance of trading-related activities, regulatory audits, investigations of potential violations of rules or laws, enforcement or disciplinary proceedings, and information sharing with other regulatory organizations in connection with any of the foregoing.
  • our subsidiaries and affiliates, including Caldwell Financial Ltd., Caldwell Investment Management Ltd., and Caldwell Insurance Services Ltd. in connection with ongoing servicing of your accounts.
  • a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of the assets of Caldwell, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Caldwell about our clients and users is among the assets transferred (in accordance with applicable law).
  • contractors, service providers, and other third parties we use to support our business and who are contractually obligated to keep personal information confidential, use it only for the purposes for which we disclose it to them, and to process the personal information with the same standards set out in our policy.
  • fulfill the purpose for which you provide it or for any other purpose disclosed by us when you provide the information, and with your consent.

We may also disclose your personal information:

  • To comply with any court order, law, or legal process, including to respond to any government or regulatory request, in accordance with applicable law.
  • To enforce or apply our agreements with you, including for billing and collection purposes.
  • To protect the rights, property, or safety of Caldwell, our clients, or others (if we believe disclosure is necessary). This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit, financial or operational risk reduction.
TRANSFERRING YOUR PERSONAL INFORMATION

When engaging our service providers or through the use of new technology we may process, store, and transfer your personal information into the U.S.A., a jurisdiction with different privacy laws that may or may not be as comprehensive as Canadian law. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of that country may be able to obtain access to your personal information through the laws of the foreign country. Whenever we engage a service provider, we require that its privacy and security standards adhere to our policy and applicable Canadian privacy legislation.

You are welcome to contact us to obtain further information about Caldwell policies regarding service providers outside of Canada. See the “Contact Information and Challenging Compliance” section below. By submitting your personal information, engaging with the Websites, or using our products and services, you consent to this transfer, storage, or processing.

DATA SECURITY

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

Please be aware though that, despite these efforts, no security measures are perfect and no systems are impenetrable. Your privacy can be enhanced by taking care to use suitably strong passwords that others cannot guess, that are kept safe by you, and that are not re-used on other sites. Taking steps like avoiding dictionary words or proper names, and adding extra characters and punctuation marks can also help protect you. If you believe your password has been compromised, you should change it immediately.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to us. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures used by Caldwell.

Our Website may include links to third-party websites, plug-ins, services, social networks, or applications. Clicking on those links or enabling those connections may allow the third party to collect or share data about you. If you follow a link to a third-party website or engage a third-party plugin, please note that these third parties have their own privacy and security policies and we do not accept any responsibility or liability for these policies. We do not control these third-party websites, and we encourage you to read the privacy and security policies of every website you visit.

DATA RETENTION

Except as otherwise permitted or required by applicable law or regulation, we will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. When you open an account with us, most information you provide is required to be retained for at least seven years from the date you close your account.

Under some circumstances we may anonymize your personal information so that it can no longer be associated with you. We reserve the right to use such anonymous and de-identified data for any legitimate business purpose without further notice to you or your consent.

ACCESSING AND CORRECTING YOUR PERSONAL INFORMATION

It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes. By law you have the right to request access to and to correct the personal information that we hold about you. You may receive a copy of the personal information we have on file at minimal or no cost to you by contacting our privacy officers listed below.

If you want to review, verify, correct, or withdraw consent to the use of your personal information you may contact us using the contact information set out below. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

We may request specific information from you to help us confirm your identity and your right to access, and to provide you with the personal information that we hold about you or make your requested changes. Applicable law may allow or require us to refuse to provide you with access to some or all of the personal information that we hold about you, or we may have destroyed, erased, or made your personal information anonymous in accordance with our record retention obligations and practices. If we cannot provide you with access to your personal information, we will inform you of the reasons why, subject to any legal or regulatory restrictions.

CHANGES TO OUR PRIVACY POLICY

We may update this privacy policy from time to time to reflect changes in our privacy practices and will post revised disclosure to our website (https://www.caldwellsecurities.com). Changes are effective immediately and you are to periodically review the privacy policy to see whether it has changed.

To ensure you receive important notices from us, you are responsible for providing us an up-to-date, active, and deliverable email address for you, and for periodically visiting our Website and this privacy policy to check for any changes.

CONTACT INFORMATION AND CHALLENGING COMPLIANCE

We welcome your questions, comments, and requests regarding this privacy policy and our privacy practices.

Privacy Officer: Sally Haldenby-Haba

150 King Street West Suite 1710 Toronto ON M5H 1J9

Telephone: 416-862-7755 Fax: 416-862-9438

Email: privacy@caldwellsecurities.com

We have procedures in place to receive and respond to complaints or inquiries about our handling of personal information, our compliance with our policy, and with applicable privacy laws. To discuss our compliance with our policy please contact one of our Privacy Officers using the contact information listed above.

In the event you find our proposed solutions unacceptable, you may escalate your complaint to the regulators directly:

The Privacy Commission of Canada
112 Kent Street Ottawa,
Ontario K1A 1H3
Phone: 613-995-8210 or 1-800-282-1376

Relationship Disclosure Document       June 30 2021

Caldwell Securities Ltd. wants you to be comfortable with your new relationship with our company. One way to accomplish this is to make sure you know what to expect. This disclosure document describes:

  • our relationship with you,
  • the services and products we offer,
  • the fees and expenses we charge you,
  • how we attempt to mitigate conflicts of interest in a manner that is consisten with your best interest, and
  • other frequently asked questions.

This document will also explain the nature of the roles and responsibilities that you will have in maintaining a successful relationship. If you have any questions related to the contents of this document, please contact us by telephone at (416) 862-7755, toll free (800) 387-0859, by fax at (416) 862-2498, or by e-mail at info@caldwellsecurities.com, or contact your investment advisor directly.

ABOUT CALDWELL SECURITIES LTD

Caldwell Securities Ltd. (afterwards referred to as “CSL”, “we”, “us”, “our”) is registered in the category of investment dealer in Ontario. We are also registered as an investment dealer in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. Weare a member of the Investment Industry Regulatory Organization of Canada (“IIROC”) and the Canadian Investor Protection Fund (“CIPF”). Our head office is located at 150 King Street West, Suite 1710, P.O. Box 47, Toronto, Ontario M5H 1J9.

Our dealing representatives (referred to as “investment advisors”) and portfolio managers are trained to give you the investment advice to assist you in achieving your investment objectives.

Some of the information we are required to provide about our relationship with you may be contained in other documents that we have provided you or will provide you from time to time. All of these documents together form a complete disclosure package.

CSL has provided securities trading and investment advisory services since 1981. The parent shareholder of CSL is Caldwell Financial Ltd. CSL is an affiliate of: Caldwell Investment Management Ltd. (“CIM”), an investment fund manager and advisor; and Caldwell Insurance Services (“CIS”), an insurance broker providing for the living benefits and life insurance needs of clients. CSL, CIM and CIS share physical premises at the address noted above but are separate and distinct legal entities. On occasion, we will work in a cooperative fashion with CIM, CIS or other affiliates in providing services to you.

DESCRIPTION OF SERVICES PROVIDED BY CSL

Types of Accounts

CSL has two different types of relationships with its clients: advisory accounts (an “Advisory Account”) or managed accounts (a “Managed Account”). An Advisory Account is one where you make the final investment decisions regarding the account, with the assistance of your investment advisor. A Managed Account is one where a professional portfolio manager will make all of the investment decisions regarding your account. At CSL, we have two different types of Managed Accounts: (1) a separately managed account (“SM Account”) in which your portfolio manager will buy and sell listed equity securities for your account; and (2) our proprietary managed account program (“MAP Account”) which invests in a combination of investment funds managed by CIM which investment funds provide access to listed equity securities, fixed income, private company opportunities and other alternative asset classes and investment styles.

The operation of your CSL account is governed by legal agreements depending on the type of account that you have.All accounts are governed by the New Client Application Form. Managed Accounts are also governed by the Investment Management Account Agreement for the SM Account and the MAP Account, each as discussed below. A fee based Advisory Account is also governed by the CSL Fee Based Agreement. The applicable agreements will be provided to you on account opening.

Each of the Advisory Account , SM Account and MAP Account have different fee structures that are outlined to you at the time of account opening. The variability in fees charged by us for the different types of accounts offered by us reflect the service features provided in the particular account and the costs we incur in providing those services to you. Before you open your account with CSL, your investment advisor will explain the fees we charge for each type of account and the services provided by us under each type of account arrangement so that you can make an informed choice as what type account is most appropriate and suitable for you in achieving your investment objectives.

Documents you will receive

We will send you a letter confirming that your account has been opened or updated along with an executed copy of your New Client Application Form. Within that letter you will find a list of enclosed documents we are required to provide you.

Advisory Account Services and Relationship

In an advisory relationship, you are responsible for making all investment decisions in respect of your CSL account but you can rely on the investment advice given to you by your investment advisor. We have two different types of advisory services:(1) commission-based; and (2)fee-based.In the commission based advisory relationship, we charge a commission for each trade made in your account, based on either a flat cents per share amount or a percentage of the value of the securities purchased or sold. The commission is negotiated between you and your investment advisor before the trade is executed in your account. The commission is also disclosed on your trade confirmation. In the fee-basedadvisory relationship, we charge a fee that will be applied monthly and charged against your account. It is calculated as a percentage of assets held in your fee-based account at month end. The percentage that we charge you in a fee- based advisory relationship is disclosed to you in the account agreement that you and we sign when the account is opened. You will be given an executed copy of the agreement once your account has been approved and opened. The decision of whether to enter into a commission-based advisory relationship or a fee-based advisory relationship with us is yours to make but you should discuss your preference with your investment advisor because there are a number of factors to consider in deciding what is best for you, including how frequently you expect to trade securities, what types of securities you expect to hold in the account and the potential costs for the account, depending on whether the account is a commission-based or feebased account.

Below is a description of the responsibilities of you, your investment advisor and CSL in an advisory relationship.

Your Responsibilities

You are responsible for making all investment decisions in respect of your CSL account. You are also responsible for providing accurate and up-to-date Know Your Client (“KYC”) information (which is described later in this Relationship Disclosure document) to CSL and for carefully and promptly reviewing all communications you receive from CSL, including trade confirmations and account statements, and informing CSL promptly of any inaccuracies or errors. You are responsible for being an active participant in our relationship, proactively asking questions and requesting information about your account and contacting CSL immediately if you are unsatisfied with the handling of the affairs in your account. You are also responsible for reviewing any and all product disclosure documents, including prospectuses, fund facts and offering memoranda, that we provide to you in connection with the investments you make in your account.

Your Investment Advisor’s Responsibilities

Your investment advisor is responsible for the investment advice given to you and ensuring that it is unbiased, meets an appropriate standard of care and is suitable based on your investment needs and objectives.

CSL’s Responsibilities

CSL is responsible for, among other things, providing you with relationship disclosure information, assessing the suitability of investments in your CSL account, reporting account activity to you through trade confirmations and account statements, tax reporting and various other requirements mandated by securities laws and regulations.

CSL is also responsible for providing you with fund facts, prospectuses, offering memoranda and/or other product disclosuredocuments where required by law. CSL is responsible for the supervision of its investment advisors and for handlingany complaints regarding its services in a fair and reasonable manner.

Managed Account Services and Relationship

A managed account is an investment account which allows you to invest in a diversified portfolio of securities. This portfolio of securities is managed by a professional portfolio manager employed or retained by CSL according to a specific investment mandate chosen by you. Various portfolio managers may manage the managed account. The name(s) of the portfolio manager(s) responsible for managing your managed account will be provided to you when you open such an account.

There are minimum investment amounts for managed accounts. If you have opened a managed account, we will not have an advisory relationship with you in respect of those accounts. Instead, we will have a managed account relationship, which means that investment decisions in respect of those accounts will be made on a continuing basis by the applicable portfolio manager(s) according to a specific investment mandate, and not by you. Below are the responsibilities of you, your investment advisor, your portfolio manager and CSL where you have a managed account.

Your Responsibilities

You are responsible for providing accurate and up-to-date Know Your Client (KYC) information (which is described later in this Relationship Disclosure document) to CSL and for carefully and promptly reviewing all communications you receive from CSL, including account statements, and informing CSL promptly of any inaccuracies or errors. You are responsible for being an active participant in our relationship, proactively asking questions and requesting information about your account and contacting CSL immediately if you are unsatisfied with the handling of the affairs in your account.

Your Investment Advisor’s Responsibilities

Your investment advisor is responsible for the investment advice given to you regarding whether a managed account is suitable for you and if so, which investment mandate is suitable, and ensuring that that advice is unbiased, meets an appropriate standard of care and is suitable based on your investment needs and objectives.

Your Portfolio Manager and CSL’s Responsibilities

Your portfolio manager and CSL is responsible for, among other things, providing you with this relationship disclosure information, assessing the suitability of a managed account, reporting account activity to you through account statements and various other requirements mandated by securities laws and regulations. CSL is also responsible for monitoring the services provided by the portfolio managers for, among other things, compliance withthe investment mandates and the operations of the managed account. CSL is responsible for the supervision of its investment advisors and portfolio managers and for handling any complaints regarding its services in a fair and reasonable manner.

Types of Managed Accounts

At CSL, we have the following two types of managed accounts:

(1) our SM Account, is a discretionary investment management service we offerto clients who have an account value of at least $1,000,000. In consultation with your CSL investment advisor and CSL portfolio management team, this account isintended to hold individualstocks, the composition of which is tailored to those clients whose account investment objectives, investment horizon and risk tolerances are suitable for exposure to listed equity securities; and

(2) our MAP Accountisthe most diverse discretionary investment management service we offer to our clients for any account size. In consultation with your CSL investment advisor and the CSL portfolio management team, MAP enables investors to identify their investment objectives and preferences for investment risk through the completion of an investor questionnaire and policy statement (“IQPS”).

The IQPS will assist CSL in recommending one of the following managed portfolios (each a “Managed Portfolio”) as is appropriate for your long term investment objectives and risk tolerances:

(a) Fixed Income Portfolio - is suitable for you if you need income and greater stability from your portfolio, because this Managed Portfolio holds the highest percentage of fixed income securities and focuses on government guaranteed bonds;

(b) Balanced Income Portfolio - is suitable if you are seeking to grow your portfolio with a better return than is available from bank or bond interest alone. This managed portfolio holds mostly government guaranteed fixed income investments, with enough participationin equities to help protect your nest egg from rising prices;

(c) Balanced Growth Portfolio - is suitable if the growth of your investments is important to you and yourtimeframe for needing your money issufficiently long thatshort-term market volatility won’t unsettle you. This portfolio invests in the shares of Canadian, United States and global companies balanced with a portion in government guaranteed bonds;

(d) Equity Growth Portfolio – is suitable if you are an investor with a desire to build wealth and the time to reach your investment destination. This portfolio invests primarily in Canadian, United States and global equities, using complementary investment approaches designed to make the best of what each one has to offer; and

(e) Aggressive Growth Portfolio - is suitable if you are a bold investor whose primary objective is long term gains despite short to medium-term risk to capital. This portfolio holds a geographically diversified group of equities, including private investments, offering the highest potential growth of any of our Managed Portfolios.

Each Managed Portfolio is comprised of units of one or more of the Caldwell investment funds described in the MAP Account offering memorandum (a “Fund”) that will be provided to you should you enroll in a MAP Account. The Managed Portfolios may also own cash or cash equivalents for the purposes of liquidity, covering costs or portfolio adjustments. Each Fund that is included in a MAP Account has its own investment objective and is a separate investment fund. Each Fund has retained CSL’s affiliate, CIM to manage the investments of the Fund. The weighting of the Funds included in a Managed Portfolio is determined by CSL and may change over time. Once developed and implemented, the weighting of each Fund in a Managed Portfolio is constantly monitored by CSL. A reasonable range of weighting variations ispermitted to take into account daily fluctuations in the value of the units of the Funds but, from time to time, rebalancing is required. Rebalancing is the process of adjusting the mix of Funds in the Managed Portfolio as market conditions change so that the Managed Portfolio matches the mandate of the Managed Portfolio over time. CSL will periodically rebalance the mix of Funds in a Managed Portfolio by redeeming units of one or more Funds and applying the redemption price proceeds to purchase units of one or more other Funds. This may occur if one or more Funds exceed the desired weightings for a Managed Portfolio through market fluctuations. Investors will not be contacted prior to a rebalancing, but will receive confirmation of the rebalancing transactions. A redemption of units in order to rebalance the mix of Funds is a disposition for tax purposes of the units redeemed and may give rise to a capital gain or capital loss.

Our Procedures Regarding Handling Cash, Cheques and Securities

CSL does not, nor do we allow our investment advisors or portfolio managers to, accept cash under any circumstances. All cheques for investments within your CSL account must be made payable by you to Caldwell Securities Ltd. Under no circumstances should you leave the name of the payee blank on your signed cheque nor should you make any cheque payable to your CSL investment advisor or portfolio managers or to a numbered or personal holding company.

UNDERSTANDING THE KNOW YOUR CLIENT (KYC) INFORMATION

KYC

CSL and your investment advisor/portfolio manager are required under securities legislation to ensure that investments in your account are suitable for you. To assess suitability, we consider factors including your investment objectives and time horizon, risk exposure and personal circumstances, including your age, annual income, net worth and investment knowledge. This is known in the securities industry as the “know-your-client” or “KYC” information. The KYC information that you provide to CSL and your investment advisor is important. Without up-to-date, accurate and complete information, we cannot accurately assess whether the investments in your account are suitable for you. Therefore, you must provide us with accurate and complete information regarding your life circumstances and objectives, including your financial condition .

You must ensure that this information has been accurately recorded on your account opening documentation and any subsequent updated documentation, and promptly inform us in writing of any inaccuracies or changes to that information. You will receive a copy of the KYC information that we obtain from you when you open your account and when you tell us about any material changes to the information.

As noted above, the KYC information includes your age, investment knowledge, financial situation, investment objectives and time horizon, your current investments and risk exposure.

  • age – we record your date of birth.
  • investment knowledge – this reflects your understanding of investing, investment products and their associatedrisks, which will be recorded on our account documentation as sophisticated, good, limited or little/nil.
  • annual income – this is the approximate amount of your annual income from all relevant sources. We also require your spouse’s income.
  • total net worth – this is calculated as the sum of your fixed assets less estimated liabilities plus your liquidassets less estimated liabilities. We also require your spouse’s total net worth.
  • the nature of your employment.
  • time horizon – this is the period from when you provide this information to us until you need to access a significant portion of your investments.
  • investment approach – this is the result that you would like to achieve from the account. The investments recommended and purchased within your account should be consistent with your investment approach. Your investment approaches are recorded as percentages of fixed income, equities and aggressive investments.
  • risk tolerance – your risk tolerance documents your willingness to accept risk and your ability to withstand declines in your portfolio both on a comfort level and on an actual financial ability level. Your risk tolerance should reflect the relative weighting of the types of investments you wish to hold in the account. The value of the investments we recommend should not exceed the allocation thresholds outlined on your New Client Application Form.

HOW WE ASSESS WHAT TYPE OF ACCOUNT IS MOST SUITABLE FOR YOU

When you become a client of CSL, we will help you make a determination as to which type account is most suitable for achieving your investment objectives, having regard to the KYC information you have provided, your proposed account size, the fees and charges associated with the account. Once you have come to a determination as to whether your preference is for an Advisory Account or a Managed Account, we will then discuss which type of Advisory Account or Managed Account is best for you.

Selecting the Type of Advisory Account

If you are planning to open an Advisory Accounts, we will assess your KYC information and have discussions with you to gain an understanding of how you expect to use your Advisory Account.

In the end, the selection of what type of account you should choose is your decision and it is our responsibility to help you make the decision that is best for you without regard to CSL’s interest.

Selecting the Type of Managed Account

If you are planning to open a Managed Account, we will assess your KYC information and have discussions with you to about key elements of the SM Account and the MAP Account. SM Accounts are available for accounts with a minimum account size of $1,000,000 and are generally suitable for those clients that seek exposure to listed equity securities in U.S. and Canadian markets.

Our MAP Account is available for any account size and is suitable for those clients that seek to have a discretionary managed account tailored for one the following types of portfolios:

a) Fixed Income Portfolio
b) Balanced Income Portfolio
c) Balanced Growth Portfolio
d) Equity Growth Portfolio
e) Aggressive Growth Portfolio

discussed in more detail above under the heading Managed Account Services and Relationship- Types of Managed Accounts. Generally speaking, the fees associated with our MAP Account are higher than the fees associated with our SM Account Accordingly, if you are eligible for either a SM Account or a MAP Account, before we will recommend the selection of a MAP Account instead of a SM Account we will have to disclose that we have a conflict of interest in recommending the MAP Account over the SM Account and be satisfied that the MAP Account is in your best interest based on your account size, investment objective, investment horizon and risk tolerance.

Among the issues we will discuss with you when you open an account at CSL are the potential conflicts of interest that arise between you and CSL based on the type of account you choose. These types of conflicts of interest are described below under the heading “CONFLICTS OF INTEREST- Possible Conflicts and How They Are Managed”.

HOW WE ASSESS SUITABILITY OF INVESTMENTS IN YOUR ACCOUNT

When Suitability Assessments are Done

We conduct a suitability assessment for each recommendation made to you and each trade accepted from you including those proposed by you.

In addition to the above instances, we will also conduct a suitability assessment of the investments in your account if and when: (i) a recommendation is made, (ii) a trade is accepted, (iii) you transfer or deposit assets (other than cash) into your account or cash with a value greater than 25% of the account value; (iv) your investment advisor or portfolio manager becomes aware of a material change to your KYC information; and ( v) there is a change in your investment advisor, portfolio manager or associate portfolio manager.

We will not necessarily review the suitability of the investments in your advisory account whenever significant market events occur. However, should you have any questions or concerns regarding the investments in your account in the event of a significant market fluctuation or at any other time, you should contact your investment advisor to request a review of your account.

The Process We Use For Assessing Suitability of Investments in Your Account

When we do a suitability assessment, we match the existing KYC information on your account to the characteristics of an investment with the overall assets in your account.

If there is a discrepancy between the KYC information and the investments, the investments will generally be considered to be either unsuitable or the KYC information may need to be updated if there have been any material changes to your circumstances.

Following this assessment, if an investment is considered to be unsuitable, your investment advisor will discuss the situation with you and may recommend that you not proceed to purchase the investment or that you sell the unsuitable investment if it is already in your account or that you make changes to the other investments in your account to ensure suitability of your account overall. If you nevertheless wish to purchase an investment that we have determined to be unsuitable, we will, on a case-by-case basis, determine whether we will proceed with the transaction.

THE ACCOUNT REPORTING THAT WE PROVIDE TO YOU

You will receive reporting with respect to your account from CSL in the form of trade confirmations and account statements. It is important that you carefully review each trade confirmation and account statement that is sent to you and inform CSL promptly if you feel there are any errors or discrepancies or if you should have any questions or concerns. You can elect to receive your account reporting statements and confirmations in electronic or paper form.

Trade Confirmations

You will receive a trade confirmation promptly from CSL for each trade (purchases and sales) in your account.

Account Statements

We will send you an account statement once a month for each of your accounts that have activity in that month. If there is no activity in the account, you will receive a statement on a calendar quarter basis.

The account statement will include various details about the activity in your account since your last statement, including, among other things, the opening and closing balance of the account; all debits and credits in the account during the period; the quantity and description of each security purchased, sold or transferred and the dates of each transaction; and the quantity, description, average cost and market value of each security position held for the account.

Income Tax Forms

We will send you all the relevant tax forms connected to the type of account you hold and investment activity and holdings in your account. Tax forms are sent out from early January to March 31st. Please be sure that you have received all your tax forms from CSL before you file your personal income taxes. If you are unsure as to whether or not you have received all the forms due to you, please contact your investment advisor.

Performance Report and Charges and Compensation Report

On an annual basis, you will receive a performance report for each of your accounts. The report will provide a totalvalue summary for the year; the change in the value of your account reflecting changes in market value, deposits to and withdrawals from the account; and the rate of return for the previous calendar year. The performance reporting will begin only after the account has been opened for a full calendar year.

On an annual basis, you will receive a charges and compensation report for each of your accounts. The report will detail in dollar amounts the specific operating and transaction charges paid directly from your account and third party compensation related to your account in the prior calendar year.

These two reports are delivered to you at the same time.

THE FEES AND CHARGES YOU WILL INCUR IN RESPECT OF YOUR INVESTMENTS AND YOUR CSL ACCOUNT

You will pay various fees and charges in connection with your investments and your CSL account. Fees and charges relating to you making and holding your investments may be charged to you by the product manufacturer (such as a mutual fund company). Fees and charges relating to the operation of your CSL account may be charged to you by CSL. We have described these two instances further below.

If you invest in equity securities in a commission-based account

You will pay commissions to CSL if you ask us to trade in any securities for your account.

These commissions compensate CSL and your investment advisor for the services we undertake for you in carrying out the trade.

For any equity or other security listed on a stock exchange (such as common shares, preferred shares, flow-through shares, warrants or rights, exchange-traded funds), you pay us a commission on each purchase or sale of the security. The amount of the commissions you pay are negotiated between you and your investment advisor and may vary depending on the security, its trading and listed status on the stock exchanges and the amount of the trade. Commissions are disclosed on trade confirmations.

If you invest in fixed income securities

For most fixed income securities (bonds, treasury bills, debentures, etc.) the commission you pay is built into the price of the security. The portion of the price you pay for the fixed income security that we retain as our commission is also known as the “spread”. This “spread” will be disclosed to you on the trade confirmation you receive from CSL as “Total Compensation”.

If you invest in mutual funds or other investment fund pools

You will be charged fees and certain charges by the product manufacturer (such as a mutual fund company) in respect of you making, holding, and selling your actual investment. For example, product manufacturers typically charge a management fee which they deduct from the mutual fund or product that you have invested in. Product manufacturers use this fee in part to pay dealers such as CSL for our services. Product manufacturers may also charge you a “Low Load” charge when you redeem your investment prior to the expiry of a set schedule. Your investment advisor will inform you of a potential Low Load charge at the time of your purchase and the fee schedule for redemptions.

CSL may receive a commission from the product manufacturer at the time of your purchase. This commission may be either deducted directly from your initial investment or it may be paid to CSL by the product manufacturer from its management fee. CSL may also receive an ongoing commission (known as a trailer or service fee) from the product manufacturer for as long as you hold the investment in your CSL account. There may be other fees or costs charged to you by the product manufacturer depending on the investment product. Your investment advisor will inform you if CSL will receive trailing commissions from your purchase.

All information with respect to the fees and costs associated with you making and holding the investment and the compensation paid by the product manufacturer to CSL is set out in the product manufacturer’s offering document, such as a prospectus or offering memorandum.

Fees and Charges Relating to Your CSL Account

Separate and apart from the compensation described above in respect of your investments, you may be charged fees by CSL relating to us operating your CSL account. These are administration and service fees that CSL charges directly to you. These administration and service fees are set out in more detail in CSL’s “Schedule of Administrative Charges” that is provided to you at the time your account is approved and opened at CSL and then again on an annual basis.

A WORD ABOUT BENCHMARKS

You may choose to assess the performance of your investments by comparing them to an investment performance benchmark. Benchmarks show the performance over time of a particular group of securities. An appropriate benchmark for comparison with your account should reflect the same type of securities in your account. If you hold a variety of investments, like Canadian equities, foreign investments, bonds, shares of smaller companies, etc. you may need to choose several benchmarks to compare to each portion of your portfolio.

Benchmarks should be used as a general guide only. Keep in mind that your portfolio rate of return will differ from the benchmark return based on the individual securities that you hold and when you purchased them, the income that those securities have earned, the timing of any deposits or withdrawals that you have made, and tax considerations.

CSL does not provide benchmarks on your account statement. Please contact your investment advisor if you have questions about the performance of your portfolio or benchmarks.

CONFLICTS OF INTEREST

General Description

Actual, potential and perceived conflicts of interest exist in almost all human interactions. Our relationship with you is no different. For instance, CSL is a business and our parent company, Caldwell Financial Ltd., is owned by shareholders. We have a legal responsibility to maximize economic returns for our shareholders and other stakeholders. We believe the best way to achieve our goal is to provide you with trusted advice and personalized financial solutions that help you achieve your financial goalsin order to retain your continued patronage and encourageyou to recommend our services and products to others.

CSL is what is referred to as a “self-clearing” investment firm. Your investments are held by us – we execute,settle and report all your trade activity to you.

The general types of conflicts of interest which can arise are:

  • Conflicts of interest between you and us,
  • Conflicts of interest between you and our other clients, and
  • Conflicts of interest between us and our related and associated companies.

Description of Role of an Investment Dealer

As an investment dealer, we are a financial intermediary. On most occasions, we simply facilitate a transaction between you as our client and a third party on the other side of the transaction through an “agency” trade where we have no ownership interest in the security traded. As is the common practice in the brokerage industry, for fixed income trades we will be the party on the other side of the transaction (referred to as a “principal” trade) where we own the security we sell to you.

Management of Conflicts of Interest

In general, we deal with and manage relevant conflicts as follows:

  • Avoidance: This includes avoiding conflicts that are prohibited by law as well as conflicts that cannot effectivelybe addressed.
  • Control: We manage acceptable conflicts through means such as physically separating different business functionsand restricting the internal exchange of information.
  • Disclosure: By providing you with information about conflicts, you are able to assess independently their significance when evaluating our recommendations and any actions we take.

The following information is intended to assist you in understanding and assessing material potential and actual conflicts of interest, including how we address them. This is an overview of a complex subject. Despite that, we believe the simplest control is the most effective – your continued satisfaction and patronage. If you ever have any questions or concerns, whether they involve conflicts of interest or anything else, you should never hesitate to say so and ask your investment advisor for an explanation and more information.

Referral Arrangements

Referral arrangements may exist from time to time within the Caldwell group of companies or with third parties. Referral arrangements are arrangements in which an existing or prospective client is referred to or from CSL to or from another registered firm or individual, and compensation is provided to or by a registrant in respect of the referral.The purpose of these referrals is to introduce you to a company within the Caldwell group or a third party who is best suited to provide the service/product as determined from time to time.

A referral fee may be paid or received by CSL, or, indirectly, by a referring employee of CSL. The amount of any referral fee paid or received for referral services will not affect the fees paid or payable by you. Particulars of the referral arrangement and the fees paid or received by CSL in respect of the referral will be provided to you in writing prior to opening an account or providing services to you.

Policies and procedures have been adopted by CSL to identify and address any conflicts of interest that may arise from these referral arrangements.

Fair and Equitable Allocation

We must ensure the fair treatment of our clientsthrough the higheststandards of integrity and ethical business conduct. The principle of fair treatment must be recognized by all officers and employees of CSL in order to provide a true benefit to our clients. Our clients have the right to be assured that their interests will always take precedence over the personal trading activities of CSL employees.

All officers and employees of CSL must give priority to investments made on behalf of CSL clients over those that benefit their own or another CSL employee's interest.

If you have a managed account with CSL, we may, but are not obligated to, combine orders for a number of client accounts for the purchase or sale of a particular security. A potential conflict of interest can arise when selecting which client accounts will participate in the allocation, and to what extent. CSL has adopted policies which are designed to ensure that, all accounts are treated as equitably and fairly as possible.

Where a combined order is executed in a series of transactions at various prices on a given day, each client's proportionate share of the order will typically reflect the average price paid or received on the trades executed on that day. In those cases where CSL does not get filled on a combined order in its entirety on the same day, the fills received on that day will generally be allocated amongst the client accounts, pro rata, on the basis of each account's order size as determined by the portfolio manager at the time of order entry.

Related Registrants

Where CSL has a principal shareholder, partner or officer that is a principal shareholder, partner, director or officer of another registrant, CSL will adopt policies and procedures to minimize the potential for conflict of interest resulting from such relationship(s). CSL is also required to disclose to clients in writing, initially before making a trade for or providing advice to the client, and in a timely manner thereafter and, if possible, before making the next trade for or providing advice to the client, if there are any significant changes to this disclosure, the details of the relationship(s) and the policies and procedures adopted to minimize the potential for conflicts of interest resulting from such relationships.

CIM is a related registrant to CSL by virtue of each of CSL and CIM having the same sole shareholder, Caldwell Financial Ltd. CIM receives management fees and/or performance fees from or in relation to its services and may pay trailing commissions or other fees to CSL in respect of client investments managed by such registrants.

Shared Premises

CSL, CIM and CIS share physical premises at 150 King Street W., Suites 1702 and 1710, Toronto, Ontario M5H 1J9 but are separate and distinct legal entities.

Personal Financial Dealings with Clients

As a general rule, our employees are prohibited under IIROC rules from acting as an attorney, trustee or executor for a client or otherwise having control over the financial affairs of a client unless they are related to that client.

Related and/or Connected Issuers

There are potential conflicts of interest which could arise in connection with CSL engaging in activities as an adviser in respect of securities of related and connected issuers. CSL will only engage in activities as an adviser in respect of securities of related and/or connected issuers in compliance with applicable securities laws.

The securities laws of certain jurisdictions of Canada require securities dealers and advisers, when they trade in or advise with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are related and/or connected, to do so only in accordance with particular disclosure and other rules. These rules require dealers and advisers, prior to trading with or advising their customers or clients, to inform them of the relevant relationships and connections with the issuer of the securities. Clients and customers should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal advisor.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations requires CSL to disclose to investors whether any securities it recommends to investors to buy, sell or hold are securities issued by CSL, a related issuer or, during the distribution of the securities, a connected issuer of CSL. An issuer is related to CSL if, through the ownership of, or control over, voting securities or otherwise, the issuer is an influential security holder of CSL, CSL is an influential security holder of the issuer or if each of them is a related issuer of the same third party. An issuer is connected to CSL if it has a business relationship with CSL that, in connection with a distribution of securities of that issuer, may lead a reasonable prospective purchaser to question if the issuer and CSL are independent of each other.

In addition, CSL must disclose the name of any related issuer that is a reporting issuer in Ontario or that has distributed securities outside Ontario on a basis that, if it had done so in Ontario, would have made such issuer a reporting issuer. As at the date hereof, the issuers listed below are related and/or connected issuers of CSL.

MUTUAL FUNDSACTIVELY MANAGED
EXCHANGE TRADED
FUNDS
POOLED FUNDSOTHER ISSUERS
Caldwell Canadian
Value Momentum
Fund
Caldwell U.S. Dividend
Advantage Fund
Caldwell Growth
Opportunities
Fund
Urbana
Corporation
Caldwell North
American Fund
Canadian Royalty
Funding
Corporation
Tactical Sovereign
Bond Fund
Evolve Funds
Group Inc. and its’
exchange traded
funds
IGPC Ethanol Inc.
CNSX Markets
Inc.

Each of these mutual funds, pooled funds, exchange traded funds and Urbana is a related and/or connected issuer of CSL for purposes of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”).

CSL may, from time to time, be deemed to be related and/or connected to one or more other issuers for purposes of the disclosure and other rules of the securities laws referred to above. CSL is prepared to act as an adviser in the ordinary course of our business to, and in respect of securities of, any such related or connected issuer and, in connection therewith to provide the full range of services customarily provided by us to, and in respect of securities of, other issuers. In any such case, such adviser and other services shall be carried on by us in the ordinary course of our business as an adviser in accordance with our usual practices and procedures and in accordance with all applicable disclosure and other regulatory requirements.

More Information on Conflicts of Interest

Canada has comprehensive and extensive securities regulatory rules and regulations, many of which are directed at protecting client and investor interests, including dealing with conflicts of interest. The IIROC Dealer Member Rules and applicable securities law require that we take reasonable steps to identify material conflicts of interest, to disclose in writing all such material conflicts of interest to our clients whose interests are affected by the conflict, address all such material conflicts of interest in the best interest of our clients and avoid any material conflict of interest if the conflict is not, or cannot, be, otherwise addressed in the best interest of the client. We suggest that you refer to the websites and publications of the provincial securities commissions through the Canadian Securities Administrators (“CSA”) and Investment Industry Regulatory Organization of Canada (“IIROC”) for more information on how Canadian securities regulations address conflicts of interest in order to safeguard the investing public.

In the table below, we have set out the material conflicts of interest that we have identified that could affect our clients and how we address such conflicts such that they are resolved in a manner that is consistent with the best interests of our clients.

Material Conflicts and How They Are Managed

Material Conflict of Interest Address By How Conflicts Will Be Addressed
Ongong Material Conflict of Interest
We earn compensation by selling products and services to you for which you pay us. Disclosure - We will inform you of fees, commissions and other compensation in advance so that you know what you will be paying.
Different products and services have associated levels of compensation that could affect how we make our recommendations to you. For example: Disclosure - Our compensation is disclosed to you and we require your informed consent before you select an account or product that presents conflicts of interest between us and you.
(a) in our Advisory Account services, you could incur fees/charges that improperly favour us at your expense depending on whether you choose a Commission Based Account or a Fee Based Account; Control - All compensation practices at CSL are neutral. That is, your investment advisor or representative receives the same compensation for all mutual funds, irrespective of whether they are proprietary or not.
(b) in our Managed Account services, our MAP Account involves investing in proprietary products and generally higher account fees than our SM Account Control

- For either Advisory or Managed Accounts as the case may be, we will advise you of all the attributes, positive and negative and the costs to determine which account type is in your best interest.

Control

- We have established policies and procedures for the approval of new products, and may decide on the basis of discussions with you and all relevant factors, not to offer a product to you in one or either of an Advisory or Managed Account.

Avoidance

- We are required by industry regulations and firm policy only to make “suitable” investment recommendations without reference CSL’s own interest. Accordingly, if we recommend an account or security, the recommendation must be based upon putting your interest ahead of ours and, if we make a recommendation that involves higher charges or expenses to you as compared to other options, we must be able to explain why our recommendation is consistent with putting your interest ahead of ours.

- We may choose not to offer a complex product that carries a high commission

We would like you to use more of our services and buy more of our products.

Avoidance

- We do not engage in “tied selling”, where purchase of one service is conditional on buying another as well, a practice that is prohibited by regulation in any event.

Control

- We have policies and procedures prohibiting recommendations solely for the purpose of generating revenue for us without any benefit to you.

Control

- Management has put in place compliance programs to monitor investment advisors to help identify and address concerns.

If you have a managed account, we have discretion or control over transactions in your account.   - When we have discretionary power to manage your account for you, regulations require that we disclose to you and obtain your specific approval to buy securities of either related and/or connected companies or issuers for whom we are offering securities as syndicate agent
Material Conflict of Interest May Occur
We would like you to use more of the services offered by members of the Caldwell Group and buy more of the products offered by other members of the Caldwell Group.

Control

- Where we use referral arrangements, we disclose and manage them according to regulatory standards.

Disclosure

- We have policies and procedures, against which we monitor our advisors’ activities, prohibiting recommendations solely for the purpose of generating revenue for us without any benefit to you.

We may receive compensation from securities issuers and other third parties based on their products we sell to you, such as commissions and “trailer fees” on mutual funds or commissions and or Finder’s Fees on New Issues.

Disclosure

- We disclose to you the situations and type of third party compensation we may receive. Please refer to other sections of this Relationship Disclosure.

Disclosure

- Securities regulations require issuers to provide specific disclosure in the offering document (e.g., prospectus) of such arrangements and the compensation we will receive.

Disclosure

- For advisory accounts, your investment advisor will inform you if DSC or Low Load charges may apply and the relevant charge schedule. Your investment advisor will also inform you if CSL will receive trailing commissions as a result of your purchase.

Avoidance

- We do not allow new issues to be purchased in Managed Accounts, without the client’s consent.

Control

- We have controls in place to ensure that new issue securities are fairly allocated to you.

We may sell you securities which we own (called principal trades) and profit by doing so.

Disclosure

- We will tell you whether we acted as principal or agent for each transaction on the trade confirmation.

Disclosure

- In the case of fixed-income securities (which we usually sell as principal) we provide you with a stated yield to maturity so you can assess the competitiveness of our pricing (“total compensation”) based on the price from the third party from whom we bought/sold the bond.

We may need to select which clients will be offered certain securities if availability is limited.

Control

- We have a “fair allocation” policy for managed accounts and pooled investment funds.

Control

- For non-discretionary accounts, individual advisors make the determination based on individual client relationships.

If you hold an applicable security, we may be paid by issuers, offerors or others to solicit your proxy or vote in their favour with respect to takeover bids, corporate reorganizations, solicitation of proxies and other corporate actions.

Disclosure

- Securities regulations require specific disclosure of such arrangements and the compensation we will receive in documents such as information circulars, takeover bid circulars and issuer bid circulars.

We may have access to commercially sensitive or inside information.

Avoidance

- We may decline to provide a service to avoid insider trading provision in securities legislation.

Control

- We have specific procedures for responding to conflicts of interests that involve inside information and for complying with insider trading provisions.

We distribute investment research that is produced by third parties.

Control

- We have and follow written procedures under IIROC regulations that govern the distribution of third-party research.

Control

- Our research and recommendations are subject to extensive and detailed regulatory requirements and internal standards.

Your advisor or representative may make permitted personal investments in private companies that manufacture investment products.

Control

- Your advisor or representative must declare and have approved by us any such private investments before they are made.

Control

- If such personal investments have been approved, your advisor or representative will and we will disclose such an investment to you in writing.

We may receive compensation by trading destinations, including electronic communication networks, market makers and exchanges in connection with trades on markets we direct to such destinations through affiliates or directly.

Control

- Industry regulations dictate our best price and best execution obligations to you.

Disclosure

- We disclose to you our ownership interests in marketplaces and policies and procedures for order routing.

Individuals registered with us may also be registered with another registered firm related to CSL and provide services to clients of that firm

Control

These relationships are subject to legislative and industry regulatory requirements that impose restrictions on dealings between related registered firms and/or individuals that are dually registered with a related registered firm. Such restrictions are intended to minimize the potential for conflicts of interest resulting from these relationships.

We may permit certain individuals who are registered with us (including your Investment advisor or account representative) to be employed by, participate in, or accept compensation from other persons or firms, outside the scope of his/her relationship with us.

Avoidance

- We will thoroughly assess all requests from individuals who are registered with us, to determine and prevent any activity that would be contrary to your best interests.

Individuals may serve on a board of directors or take on other activities that could take time or attention away from your account.

Avoidance

- Securities legislation prohibits an individual from serving as a director of another registered firm that is not an affiliate of our firm.

Control

- We have adopted internal policies and procedures that supplement the regulatory requirements, including policies on privacy, confidentiality of information and pre-approval of any outside business activities.

Control

- When an advisor or representative sits on a board of directors of a charity or undertakes other community activities in any substantive way, they are subject to regulatory guidance on the disclosure

Disclosure

- We disclose to you any related and connected issuers that may exist as a result of any permitted employment with, participation in or compensation received by individuals registered with us, including your investment advisor or account representative.

Some of our senior supervisory staff are closely related family members.

Control

- We will not permit a CSL individual to be supervised in securities related activities by someone who is a closely related family member and such related individuals will have their securities related activities supervised by a CSL supervisor that is not a closely related family member.

We may execute trades on the Canadian Securities Exchange (“CSE”), an exchange in which Brendan. Caldwell, a director and officer of CSL is also a director of CSE.

Disclosure

- We disclose to you on your trade confirmation at what venue your trade was executed

Manage

- We have implemented policies and procedures to achieve best execution of client orders and manage the conflict

Note: Potential relevant conflicts may arise from: (i) gifts and entertainment from third parties with which CSL has active or potential business relationships;(ii) directorships with other firms or other organizations; (iii) connections to outside political or charitable activities (iv) other outside of CSL activities; and (v) interest in the business of a supplier, contractor, competitor etc. These types of potential conflicts are monitored and supervised by CSL on an internal basis and, if appropriate, will be disclosed to clients.    

Related Securities

The principal business activity of CSL is to trade securities on behalf of clients and provide investment advice in respect of these trades. In providing trading and advisory services to our clients it is important that our clients understand our interests in the service or transaction.

We must make certain disclosures where we (a) act as your dealer/broker; or (b) advise you, with respect to securities issued by us, by a related issuer or, in the course of a distribution, by a connected issuer (collectively, “Related Securities”).

In these situations, we must disclose our relationship with the issuer of the securities. We must also make disclosure to you where we know or should know that, as a result of our acting as your dealer/broker, Related Securities will be purchased or sold by you through us.

The following is a list of the time and manner in which these disclosures must be made:

  • Where we purchase or sell securities for your account, the required disclosure will be contained in the confirmation of trade which we prepare and send to you.
  • Where we advise you with respect to the purchase or sale of securities, the disclosure must be made prior to our giving the advice.
  • If there is a significant change to the information previously disclosed to you, CSL will notify you of the change in a timely manner and, if possible, before making the next purchase or sale of the securities for you or providing advice to you to purchase or sell the securities.

Potential for Conflict with CIM Investment Funds and Related Issuers

To the extent that CSL determines it to be in the interests of its clients to engage the services of, or invest in financial products offered by, CIM, it could be subject to a potential conflict of interest, given its relationship with CIM. CSL and its officers and employees must ensure that if they select CIM to assist a CSL client it is based on the determination that CIM is an appropriate selection having regard to the client’s circumstances.

Representatives of CSL may from time to time act as officers of CIM. CSL has adopted policies and procedures that minimize the potential for conflicts of interest resulting from the relationships of the officers and CSL and CIM, and all officers are required to observe such policies in carrying out their duties.

CSL and CIM propose to manage potential conflicts associated with the dual registration of the individuals in the following manner:

  • Each dually registered individual will have sufficient time in their work week to fully and properly discharge their responsibilities at CSL and CIM.
  • In order to protect client confidentiality, each dually registered individual shall be prohibited from disclosing any confidential client information to any person other than the staff of the relevant entity or for the purpose of performing the relevant services for the client.

Potential for Conflict with Urbana Corporation

Urbana Corporation (“Urbana”), a TSX listed corporation, is also a related and/or connected issuer of CSL. Many CSL staff members are shareholders of Urbana and Thomas S. Caldwell, the Chairman of CSL, is the President, CEO,a director and the controlling shareholder of Urbana.

In addition, Urbana Corporation, a TSX listed corporation, is also a related and/or connected issuer of CSL for purposes of NI 33-105.

Potential for Conflict with the Canadian Securities Exchange

CNSX Markets Inc., which owns and operates the Canadian Securities Exchange (“CSE”), is also a related and/or connected issuer of CSL. Brendan Caldwell, a director and officer of CSL, is also a director of the CSE.

In addition, Urbana Corporation (see above) owns 49% of CNSX Markets Inc. and is a significant shareholder of Caldwell Financial Ltd.

Potential for Conflict with Evolve Funds Group Inc.

Evolve Funds Group Inc. (“Evolve”) is a Portfolio Manager and Investment Fund Manager operating multiple Exchange Traded Funds (“ETFs”) listed on multiple exchanges in Canada.

Urbana Corporation (see above) is a significant shareholder of Evolve Funds Group Inc. and of Caldwell Financial Ltd.

For a complete list of the funds offered by Evolve please visit https://evolveetfs.com/ or speak to your investment advisor.

Potential for Other Conflicts

CSL is required to identify conflicts of interest that could arise in connection with the provision of services to you and to take steps to either avoid such conflicts or disclose such conflicts to you and address them in a fair, equitable and transparent manner consistent with your best interests without consideration to our interests.

COMPLAINTS

At the time your account at CSL is approved for opening, we will provide you with a copy of the IIROC brochures entitled How IIROC Protects Investors, Making a Compliant: A Guide for Investors Part 1 of 2, and How can I Get My Money Back: A Guide for Investors Part 2 or 2.

If you have any complaints about your account, please direct them to our Complaints Officer, Sally Haldenby-Haba. If your complaint concerns an administrative matter such as failure to receive a confirmation, statement or other document you were expecting, or an error in a transaction, please contact us by telephone at (416) 862-7755, or toll free (800) 387-0859.

If your complaint is about your investments or the handling of your account, please make your complaint in writing. It will be helpful to have as much detail as possible about the complaint. If you feel unable to explain the complaint in writing or determine what information is relevant, please call our Compliance Department at (416) 862-7755, or toll free (800) 387-0859 who will assist you in doing so.

If we receive a complaint from you in writing we will attempt to resolve your complaint immediately. If we cannot do so within five business days of receipt, we will write to you advising you of how the complaint is being dealt with, who to contact if you require further information and when you may expect a response. The investigation of your complaint will normally be handled internally, although CSL may seek outside assistance, if needed, to properly investigate your complaint or because of a conflict of interest.

Under normal circumstances, you willreceive a written acknowledgement assoon as possible and in all cases no more than 90 days after your complaint is received. If the investigation of your complaint is complex and lengthy so that more than 90 days is required, we will inform you and let you know when to expect our response.

If you are not satisfied with our handling of your complaint, you may contact IIROC or the Ombudsman for Banking Securities and Investment (OBSI).

CONFIDENTIALITY AND PRIVACY

CSL has adopted a privacy policy in accordance with the Personal Information Protection and Electronic DocumentsAct (Canada) with respect to personal information of CSL clients. This policy states that CSL will only disclose this information to third parties or its affiliates in limited specific circumstances on a strictly confidential basis.

ANTI – MONEY LAUNDERING

Canada’s anti-money laundering regulations require us to verify your identity before we can execute any transactions on your behalf. The methods of identity verification are prescribed in the regulations of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

LEVERAGE RISK DISCLOSURE

Using borrowed money to finance the purchase of securities involves greater risk than using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines. CSL neither facilitates nor recommends that clients borrow money to finance the purchase of securities.

CALDWELL SECURITIES LTD. TRADING HOURS

CSL offers trading between the hours of 9:30 a.m. and 4:00 p.m. on each day that the Toronto Stock Exchange is open for business.

INVESTMENT RISK DISCLOSURE

Detailed descriptions of the different types of investment risks you may encounter are described on the back of the New Client Application Form.

ACCOUNT OPENING DOCUMENTATION

  • Welcome letter
  • Opening an Investment Account- A Guide for Investors
  • Making a Complaint, A guide for Investors Part 1 of 2 — Brochure
  • How Can I Get My Money Back? A Guide for Investors Part 2 of 2 —Brochure
  • Schedule of Administrative Charges
  • New Client Application Form (NCAF) in executed form.
  • Account agreement for managed accounts or fee-based advisory accounts ( if applicable )
  • Relationship Disclosure Document ( delivered before account opening )
  • Canadian Investor Protection Fund (CIPF) - Brochure dated December 2016
  • How IIROC Protects Investors - Brochure dated November, 2016
  • Strip Bonds and Strip Bond Packages Information Statement - Brochure dated June 2014

All of these documents will be provided to you once you become a client of CSL.