This document provides you with important information concerning your relationship with ReSolve Asset Management Inc. (“ReSolve”, the “Firm”, “we”, “our”, “us”). The document describes the products and services that we offer, the costs to operate an account with us, the types of risks that you should consider when making an investment decision and other important information.
This document also describes material conflicts of interest that arise or may arise between us, individuals acting on our behalf and our clients, or between the differing interests of two or more of our clients to whom we owe a duty. The material conflicts described are those that a reasonable investor would expect to be informed of or that we believe are necessary to disclose to our clients to ensure they are adequately informed of matters that may affect the services we provide to them.
Other important information you need to know about your relationship with us and the operation of your account is contained in your account opening documentation, which includes, as applicable, account opening forms, the Discretionary Investment Management Agreement entered into between you and us, any offering memorandums and subscription documentation provided to you, and is also contained in the periodic account statements and reports that will be provided to you.
If there is a significant change to any of the information contained in this document, we will provide you with an update as soon as possible.
ReSolve is incorporated under the laws of Canada and its head office is located at 401 Bay Street, 16th Floor, Toronto, Ontario M5H 2Y4. ReSolve is registered as an Investment Fund Manager in Ontario, Quebec and Newfoundland and Labrador, and as a Portfolio Manager and Exempt Market Dealer ("EMD") in Ontario, Alberta, British Columbia and Newfoundland and Labrador. ReSolve is also registered as a Commodity Trading Manager in Ontario and as a Derivatives Portfolio Manager in Quebec. ReSolve may also apply to be registered in additional jurisdictions as its business dictates. The Firm’s principal Canadian regulator is the Ontario Securities Commission.
In the U.S., ReSolve is registered with the United States Securities and Exchange Commission as a Registered Investment Advisor (RIA), and with the Commodity Futures Trading Commission as a Commodity Trading Advisor. This latter registration is administered through the National Futures Association.
As a registrant under securities laws, ReSolve must deal fairly, honestly and in good faith with its clients. The Firm is also required to devote such time and attention and exercise such degree of care, diligence and skill as a prudent and experienced investment adviser would exercise in comparable circumstances.
ReSolve is majority owned by its senior employees. Additionally, ReSolve’s affiliate, ReSolve Asset Management SEZC (Cayman) (“ReSolve Cayman”), indirectly owns 45% of the voting shares of ReSolve. ReSolve Cayman was founded by the former founders of ReSolve, namely Michael Philbrick, Adam Butler and Rodrigo Gordillo. ReSolve Cayman is a Cayman-Islands based hedge fund manager that manages offshore funds, and that solicits offshore investors for investment in those funds. ReSolve Cayman does not provide discretionary portfolio management services to individuals or entities in Canada. Conflicts of interest arising from this affiliation are discussed under the caption “Conflicts of Interest – Proprietary Products and Connected Issuers” below.
ReSolve provides investment management services to individual and institutional clients and acts as the portfolio and/or investment fund manager and/or sub-advisor to several investment funds which are further described herein. The investment funds for which we provide these services are primarily proprietary funds that were established by ReSolve (collectively, the "ReSolve Funds") as opposed to being third-party funds.
Given our affiliation with ReSolve Cayman, we also consider any funds established by ReSolve Cayman or for whom ReSolve Cayman acts as the portfolio and/or investment fund manager and/or sub-advisor as “ReSolve Funds”.
We generally use our discretionary authority over your managed account to invest some or all of the assets of your portfolio in our proprietary ReSolve Funds in accordance with our suitability assessment and, as the case may be, your Investment Policy Statement with us. Subject to some exceptions that may be made on a client-by-client basis, we generally do not offer non-proprietary products to our clients.
A copy of the offering memorandums and subscription documents for the ReSolve Funds can be found on our website at www.investresolve.com and will be provided on request.
ReSolve also acts as an EMD in connection with distributions of securities, including securities of the ReSolve Funds, to individuals and institutional clients that qualify as "accredited investors" under securities laws or that otherwise qualify for an exemption from the prospectus requirement. In order to distribute securities of the ReSolve Funds to you using ReSolve’s EMD registration, you would be required to enter into the subscription documents used by the Firm and the ReSolve Funds.
ReSolve may offer additional products and services in the future.
As further detailed herein, investing the money in your discretionary managed account into one or more ReSolve Funds or us recommending that you subscribe for units of one or more ReSolve Funds presents a material conflict of interest given that the ReSolve Funds are proprietary products and are connected issuers of the Firm. This material conflict of interest is further detailed herein under the caption “Conflicts of Interest – Proprietary Products and Connected Issuers”.
INFORMATION ABOUT YOUR ACCOUNT
By entering into a Discretionary Investment Management Agreement with us, you will effectively engage us to act as your portfolio manager. More specifically, you will have established one or more accounts with us with respect to which we have been granted full discretionary authority to purchase and sell securities held in the account without obtaining your express consent for each such purchase and sale, including units of the various ReSolve Funds.
In the above instance, investments will be made by ReSolve for your account based on and in accordance with the account opening documentation and other documentation, including the Discretionary Investment Management Agreement that you enter into with us and, as the case may be, the Investment Policy Statement that is developed to govern the management of your account. As an advisory client of ours, you will also open an account at a custodian where your assets will be held.
ReSolve may also act as an EMD in connection with distributions of securities to you, including securities of the ReSolve Funds as well as securities of investment products managed by a third party. In this instance, ReSolve will only distribute securities to you where you qualify as an "accredited investor" under securities laws or otherwise qualify to purchase exempt market securities.
Specific information about the account(s) you have with ReSolve, including information referred to as know-your- client ("KYC") information (described below), which ReSolve is required to collect under securities laws, is contained in the account opening documentation and applicable agreements and disclosure documents. The operation of your account with ReSolve is governed by the terms of the applicable documents and agreements between you and us, including, as the case may be, your Discretionary Investment Management Agreement with us.
Please be aware that account statements and information may be delivered to you in hard copy to your mailing address or may be delivered to you electronically. You may specifically request to receive these statements and information in hard copy.
For clients for whom we act as a portfolio manager, we will provide statements to you about your account every three months, unless you advise us that you would like the statements provided on a monthly basis, in which case they will be provided to you on such basis.
For clients for whom we act as an EMD on an ongoing basis and as required by securities laws, we will provide statements to you about your account every three months unless: (i) there has been a transaction in your account during a month, in which case you will be provided with a statement for that month, or (ii) you advise us that you would like the statements provided on a monthly basis, in which case they will be provided to you on such basis.
Among other information, the statements that we will provide to you will contain:
- information about each transaction conducted for you during the time period covered by the statement (including the date of the transaction, whether the transaction was a purchase, sale or transfer, the name of the security, the number of securities, the price per security and the total value of the transaction), and
- information about each security held, and the cash balance, in your account at the end of the time period covered by the statement (including the name and quantity of each security in the account, the market value of each security in the account, the total market value of each security position in the account, and the total market value of all cash and securities in the account).
On an annual basis, you will also receive: (i) a report on charges and other compensation, and (ii) an investment performance report.
The report on charges and other compensation shows the amount of fees and compensation ReSolve has received from you during the relevant period. The investment performance report will provide rate of return information in respect of your accounts.
For clients for whom we act as EMD in connection with a purchase or sale of a security, we will promptly deliver to you (or to a registered adviser acting on your behalf, if you so request) a written confirmation setting out the particulars of the transaction, including, among other information, the quantity and description of the security purchased or sold, the price per security paid or received, and any commission, sales charge, service charge or other amount charged by us in respect of the transaction.
As a portfolio manager and EMD, ReSolve has an obligation to assess whether a purchase of a security is suitable for you and puts your interests first, having regard to your particular circumstances. The Firm is required to conduct a suitability assessment at the time of your account opening, prior to taking any investment action on behalf of your account, and in the event we become aware of any significant change in your personal or financial circumstances that could give rise to a change in your investment needs or objectives or in the way in which we manage your account. Examples include: marriage or divorce; the birth or adoption of a child; the death of a spouse; the onset of any chronic or terminal illness; any loss or change in income, savings or employment; or any similar development.
To meet this suitability obligation, we collect KYC information from you at the time you open an account with us. Our KYC obligation is one of our most fundamental duties to you as a client. We have a responsibility to understand your financial and personal circumstances in order to make suitable investment recommendations for your account. Accordingly, we need to obtain current and accurate personal and financial information about you such as your age, marital and employment status, income, net worth,investment knowledge, investment needs and objectives, risk profile (e.g., risk tolerance and risk capacity) and time horizon.
As part of its KYC obligation, the Firm also must take reasonable steps to establish:
- a client’s identity and, if the Firm has cause for concern, make reasonable inquiries as to the client’s reputation; and
- whether a client is an insider of a reporting issuer or any other issuer whose securities are publicly
For establishing the identity of a client that is a corporation, partnership or trust, ReSolve must establish the following:
- the nature of the client’s business; and
- the identity of any individualwho:
- in the case of a corporation, is a beneficial owner of, or exercises direct or indirect control or direction over, more than 25% of the voting rights attached to the outstanding voting securities of the corporation, or
- in the case of a partnership or trust, exercises control over the affairs of the partnership or trust.
ReSolve endeavours to keep client KYC information up-to-date and takes reasonable steps to obtain updated KYC information from a client no less frequently than once every 12 months. As the KYC information we collect from you will be relied upon by us to assist in making suitability determinations for your account, we would ask that you please promptly notify us of any change to your KYC information, including, in particular, any change to your risk profile, investment time horizon or investment needs and objectives, as well as any other change that would reasonably be expected to have a significant impact on your net worth or income.
In the event we serve as your portfolio manager, you will be required to open an account and enter into a written custodial agreement with our recommended third-party custodian (“Custodian”). In accordance with applicable securities laws, we have determined that our Custodians are qualified custodians that are functionally independent from us.
The Custodian will hold the assets of your account in book-based form or at its head office or at any other office or location where it is customary for the Custodian to keep like cash and securities, and the Custodian may hold same through a sub-custodian, agent or nominee if necessary or usual for it to do so in respect of like securities. The Custodian will take all reasonable steps to receive and collect all proceeds, income or other revenue or distributions from the securities held, as well as enter into and settle foreign exchange transactions, notify ReSolve of matters affecting the securities, such as corporate action notices, and ensure that all property is kept separate and distinct from its own assets and those of other clients and keep a separate record for each account.
Appointing an independent Custodian is intended to enhance the protection of your assets. However, because of the range of possible factual scenarios involving the insolvency of the Custodian, or any of its material affiliates, it is impossible to generalize about the effect of its insolvency on your account and your assets. You should assume that the bankruptcy or insolvency of the Custodian, a sub-custodian or any of their respective material affiliates, may result in the loss of all or a portion of your assets held by or through the Custodian and/or cause a delay in the payment of withdrawal proceeds. Additional risk factors include, without limitation, the risk of potential loss in the event of a breakdown in the Custodian’s information technology systems or if the Custodian is involved in a material cybersecurity incident, including the unauthorized access of its information technology systems by a malicious third party, or if the Custodian or any of its representatives are involved in fraudulent acts, acts of willful misconduct or are grossly negligent. ReSolve has considered the Custodians’ reputation, financial stability and ability to deliver custodial services and has concluded that the Custodians conduct their services and have developed safeguards in accordance with prudent business practices.
ReSolve is responsible for providing the Custodian with all instructions related to securities transactions to be executed for your account, ensuring that such transactions are suitable for you and put your interests first, and for complying with all applicable KYC and “know-your-product” (“KYP”) obligations.
Fees and Costs associated with your Account
For clients that enter into a Discretionary Investment Management Agreement with us, we charge a wealth management fee calculated as a percentage of the market value of your account. This fee is based on an annual percentage of your account’s assets under management and is agreed to with you at the time of account opening. This fee is set out in your Discretionary Investment Management Agreement with us. Each month you pay to us 1/12 of the wealth management fee that has been agreed upon and set out in your Discretionary Investment Management Agreement with us based on the net asset value of your investment account with us on the last day of the previous month. These fees are subject to HST and any other taxes which may be applicable in your province of residency.
As stated above, the Firm generally uses its discretionary authority over its managed account clients’ assets to invest some or all of these assets in ReSolve Funds. In addition to the wealth management fee clients pay directly in respect of their account with ReSolve, ReSolve or ReSolve Cayman also receive management fees from the ReSolve Funds. Depending on the class of security of the ReSolve Fund, ReSolve or ReSolve Cayman may also be entitled to a performance fee from the relevant fund in the event the fund exceeds its high-water mark during the relevant time- period; the high-water mark being the highest value that your investment fund had ever previously reached. Full details are available in the offering memorandum or prospectus, as the case may be, for the relevant ReSolve Fund and we would be glad to provide you with a copy of these documents at your request.
ReSolve absorbs all custody and transaction charges in connection with the operation of your managed account. ReSolve does not receive, or expect to receive, benefits from any third-party in connection with a client’s purchase or ownership of a security through the Firm.
ReSolve will not impose any new operating charges in respect of your account or increase the amount of any existing operating charge unless written notice of the new or increased operating charge is provided to you at least 60 days before the date on which the imposition or increase becomes effective.
In general, the wealth management fee charged by us lower what would otherwise be the investment returns you may make from your investments with us, as do any costs that you are responsible to pay for. Additionally, any fees and expenses that are charged and borne by a ReSolve Fund (in accordance with its constating and offering documents) are not charged directly to the client but are taken from the fund as a percentage of its total assets. The fees and expenses will be deducted from the returns of the particular ReSolve Fund, and therefore will affect the client’s returns on their investment in the particular ReSolve Fund for so long as the client owns the fund. When you as the client receive information about the value of your investment in a ReSolve Fund, the fees and expenses of the fund have already been taken into consideration.
The payment of fees and expenses also effects the return that could otherwise be earned on an account due to compounding interest. Compound interest is a process by which interest is earned on the principal balance in an account. If this interest earned is retained and reinvested into the principal balance of the account, it thereby generates incremental interest on the prior interest generated in the account. That is, compounding refers to generating earnings on previous earnings. The effect of paying fees or expenses in a client account is to reduce the principal balance of the account. Therefore, the effect of paying fees and expenses is the cost of the fees and expenses themselves in addition to the fact that there is less principal in the account subject to the effects of compounding returns in the future.
Redemption, Liquidation and Resale Restrictions
As set out above, we generally use our discretionary authority over your managed account to invest some or all of the assets of your portfolio in proprietary ReSolve Funds. The units of these ReSolve Funds are subject to redemption, liquidation and resale restrictions, the details of which are contained in the offering memorandum or prospectus, as the case may be, for the relevant ReSolve Fund.
Without limiting the generality of the foregoing, the ReSolve Funds in particular that are not qualified by a prospectus in your jurisdiction of residence may be subject to more significant redemption, liquidation and resale restrictions, including that:
- redemptions may only be effected on specified “valuation days”;
- redemptions, particularly those within a defined time period from the date of purchase of the units, may be subject to a short-term trading fee;
- ReSolve may have the right to delay or suspend redemptions in certain circumstances; and
- units of a non-prospectus qualified fund cannot generally be transferred or resold unless, in exceptional circumstances, specifically permitted by ReSolve in accordance with applicable securities
RISK FACTORS TO CONSIDER
In the event you wish to enter into a Discretionary Investment Management Agreement with us, you should carefully consider whether our proposed investment strategy for you is appropriate in light of your experience, objectives, financial resources and other relevant circumstances. You should understand the nature of your investment strategy with us and the extent of your exposure to risk. In the event you engage us to act as an EMD in connection with a distribution of securities to you, you should understand the potential return and the risks associated with that distribution.
Depending on the nature of your investment, the type of investment risk will vary. As noted above, risk tolerance and risk capacity are two of the factors that ReSolve must take into account when assessing the suitability of an investment for you. ReSolve monitors the risk of the investment portfolios of its portfolio management clients to verify that they are meeting their objectives and remain within their risk constraints.
Generally, all or a substantial portion of the assets of your account with ReSolve will be invested in one or more investment funds, including the ReSolve Funds. There are certain general risks associated with an investment in a fund, including the risks set out below. More specific risk factors are contained in the offering documents of the ReSolve Funds and the offering documents of the other funds or issuers in which the assets of your account may be invested. At your request, we would be pleased to provide you with any offering documents you may wish to review.
No Assurance of Achieving Investment Objective
There can be no assurance that a fund will achieve its investment objectives or that an investment in units of a fund will earn any positive return in the short or long term. The value of fund units may increase or decrease depending on market, economic, political, regulatory and other conditions affecting the fund’s portfolio. All potential investors in a fund should understand the investment approaches and techniques that the fund’s portfolio manager expects to use in the management of the fund and the particular risks associated with those approaches and techniques.
Liquidity of Units
The redemption of units of a particular fund may be generally restricted or may, under certain circumstances, be temporarily restricted or suspended. An investment in fund units is often suitable only for sophisticated investors who do not need full liquidity with respect to their investment in a fund.
Reliance on the Fund’s Portfolio Manager
A fund will be relying on the skill, judgment, and expertise of its portfolio manager. The loss of key personnel of the portfolio manager could affect a fund. Unitholders of a fund generally have no right to take part in the management or in the decisions of the portfolio manager of a fund.
Fund portfolio managers are generally registered to perform such services under applicable securities laws. However, these registrations do not imply any endorsement of the portfolio manager’s abilities under such registrations or its ability to generate positive results for a fund.
Liquidity of Investments
Underlying positions in a fund cannot always be liquidated at the desired price. In certain circumstances it may not be possible to initiate or liquidate a position promptly.
A fund will generally be subject to credit risk with respect to any assets that it places on deposit with financial institutions or its investments in money market instruments, as the case may be.
A fund may invest in securities denominated or traded in foreign currencies. Changes in foreign exchange rates may affect the value of securities in a fund.
Fees and Expenses
Regardless of whether a fund realizes a profit, it may be obligated to pay management fees, trading costs and other expenses. Under certain circumstances, a fund may be subject to indemnification obligations payable out of its assets in respect of its portfolio manager and/or certain parties related to it.
Trades for a fund may be placed using an electronic order routing system. Electronic trading, while more efficient than traditional order placement methods, exposes a fund to the risks associated with the system including the failure of hardware or software components. The result of such failure can lead to order execution problems that can result in losses. Portfolio managers typically have procedures and backups in place to mitigate the effect of any system outage. However, provided a portfolio manager has adhered to its standard of care, the portfolio manager will typically not be responsible for any losses that may be incurred due to failures of the electronic trading system or the failure of any other technology.
Changes in Applicable Law
Legal, tax and regulatory changes may occur that may adversely affect a fund and its unitholders.
Effect of Redemptions and Termination
A significant redemption of units by any unitholder may cause a temporary imbalance in a fund’s portfolio / assets that may adversely affect the remaining unitholders. In addition, a fund may be wound up at any time. In the event of termination, a fund will typically distribute to each unitholder their pro rata interest in the assets of the applicable series of units of the fund held by such unitholders. A significant redemption of units or the termination of a fund may also create adverse tax and/or economic consequences to unitholders depending on the timing of such redemption or termination.
Risks of Using Borrowed Money to Finance an Investment
ReSolve does not lend money, extend credit or provide margin to its clients. If at any time you use borrowed money to finance any part of a purchase of a security it is important to know that using borrowed money to finance the purchase of securities involves greater risk than a purchase 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.
CONFLICTS OF INTEREST
Under applicable Canadian securities laws, we are required to address and manage existing, as well as reasonably foreseeable, material conflicts in the best interest of our clients. A conflict of interest can include any circumstance where:
- the interests of different parties, such as the interests of the firm and those of a client, are inconsistent or divergent;
- the firm or one of its registered representatives may be influenced to put their interests ahead of a client’s
- interests; or
- monetary or non-monetary benefits available to the firm or a registered representative, or potential detriments to which they may be subject, may compromise the trust that a reasonable client has in the firm or the
Whether a conflict is “material” or not depends on the circumstances. In determining whether a conflict is material, we will typically consider whether the conflict may be reasonably expected to affect the decisions of the client in the circumstances, and/or the recommendations or decisions of the Firm or its registered representatives in the circumstances.
In addition to other measures that will be taken to address existing and reasonably foreseeable material conflicts of interest, we will typically provide our clients with disclosure in respect to the potential conflict. It is important that you read this disclosure to help inform your decisions when evaluating our business practices, conflicts management and overall performance. The Canadian Securities Administrators (the “CSA”) note that conflict disclosure is critical to a client’s ability to make an informed decision about how to manage and evaluate their relationship with a Firm.
What follows below are details regarding the specific material conflicts of interest that we have identified to date:
Proprietary Products and Connected Issuers
The ReSolve Funds are proprietary products and connected issuers (as such terms are defined under applicable Canadian securities laws) of ReSolve because the Firm (or its affiliate, ReSolve Cayman) established certain of these funds and provides portfolio management and other services to them. Additionally, the Firm (and its affiliate, ReSolve Cayman) earns fees from such funds, the amount of such fees being determined by the amount of the assets under management of such funds.
The Firm generally uses its discretionary authority over its managed account clients’ assets to invest some or all of these assets in ReSolve Funds. In addition to the wealth management fee clients pay directly in respect of their account with ReSolve, as detailed earlier under the caption “Fees and Costs associated with your Account”, ReSolve or ReSolve Cayman also receive management fees and may receive performance fees from the ReSolve Funds. These fees effectively reduce the potential return on investment of the ReSolve Funds.
ReSolve also may act as an EMD in connection with distributions of securities, including securities of the ReSolve Funds, to individuals and institutional clients that qualify as "accredited investors" under securities laws or that otherwise qualify for an exemption from the prospectus requirement. Recommending a client subscribe for units of one or more ReSolve Funds also presents a material conflict of interest even though, in these instances, ReSolve does not charge a sales commission or earn any trade-based compensation for placing units of the ReSolve Funds to its clients.
The CSA have noted that in the above fact scenarios, a material conflict of interest exists between a registered firm’s (such as ReSolve) incentive to distribute securities of its connected proprietary products (e.g., securities of the ReSolve Funds) to its clients and the firm’s general obligations to its clients, including its KYC, KYP and suitability obligations, as well as its fair dealing duty. The extent of this conflict in respect to ReSolve may be viewed as significant because the Firm does not generally consider the larger market of non-proprietary investment funds or whether those non-proprietary investment funds would be better, worse or equal than the ReSolve Funds in meeting your investment needs and objectives.
The CSA have also noted the nature of this specific conflict of interest is that it gives rise to inconsistent, competing or divergent interests, which may make it difficult for a registered firm to fulfil its duties to investors objectively. The potential impact and risk of this conflict is that it may lead a firm, for example, to:
- fail to disclose or provide inadequate disclosure to investors about connected issuers in cases where there is negative information (for example, where the issuer is experiencing financial difficulty), resulting in investors taking on more risk than they could bear or more risk than they wish to bear;
- be financially dependent on the connected issuer, creating an incentive to distribute an unsuitable product;
- inadequately disclose significant fees and charges paid to connected issuers, in some instances for little or no apparent services performed, resulting in investors not understanding the costs associated with their investment; and
- not monitor whether connected issuers are using the proceeds raised from their distributions for purposes other than those stated in their offering or marketing
In addition to disclosing this conflict of interest to you and highlighting the risks that it presents, ReSolve further addresses this conflict by permitting a client’s money to be invested in securities of the ReSolve Funds only following ReSolve’s: (A) collection and analysis of client KYC information, and (B) suitability analysis and determination, including a determination that an investment in a ReSolve Fund puts a client’s interest first.
More specifically, you should be explicitly aware that ReSolve generally does not offer non-proprietary products to our clients. ReSolve proposes that clients who engage the Firm and invest in the ReSolve Funds are seeking the services of a firm that focuses on a risk balanced approach to asset allocation via globally diversified portfolios, integrating asset classes and investment factors to achieve consistent levels of portfolio volatility throughout changing economic regimes and market cycles. ReSolve portfolios are intended to provide global diversification and better risk-adjusted return than the traditional 60/40 portfolio or any asset class that is dominated by a single risk over a full market cycle. The Firm invests globally across equities, bonds, commodities, currencies and other liquid assets via futures contracts or exchange-traded funds. Strategies are available as both passive and active and with or without leverage. Generally, lower volatility assets, like bonds and rates are leveraged to balance their volatility and risk against higher volatility assets such as commodities and equities.
The Firm believes its funds can be attractive for clients who:
- are looking for global diversification;
- understand the key to long-term investment success is diversity and balance as they reduce the reliance on any single risk environment and reduce volatility thus resulting in higher risk adjusted returns over full market cycles;
- understand real diversification requires allocating investments to unique sources of risk as different risks thrive in different economic regimes;
- understand that to achieve balance allocation amongst various asset classes must consider risk contribution;
- understand that leverage is often required to achieve the above objective of balance and diversity;
- want to fully integrate systematic alpha and tail protection strategies into their globally diversified
Via investment of assets in various ReSolve Funds, the Firm creates portfolios that target specific volatilities which are monitored regularly. Clients select the portfolio with the appropriate expected volatility for their risk tolerance and goals.
ReSolve is of the view that the use of pooled funds, such as the ReSolve Funds, is the favourable option for clients who seek a program that allows them to participate in future markets, in part for the following reasons:
- without pooling, the contract sizes are too large which makes a separately managed account with anything less than $5 million in assets non optimal;
- via the use of a pooled fund, there is the ability to access favourable borrowing and execution (e.g., trading) costs;
- the use of pooled funds provides greater portfolio diversity (typically with exposure of up to 70-90 assets) and more asset classes with better risk management overall;
- the use of pooled funds provides enhanced rebalancing and reinvestment opportunities;
- registered accounts may only participate through a pooled fund;
- the use of pooled funds provides for reconciliation and error minimization and makes workflows easier to manage;
- the use of pooled funds may offer some tax advantages in non-registered accounts;
- rebalancing, contribution and withdrawal ability would pose a challenge for a separately managed account; and
- pooled funds are subject to third-party audit
Valuation of the ReSolve Funds
In respect of the ReSolve Funds for which ReSolve is the investment fund manager, the Firm has a material conflict of interest when determining the valuation of a ReSolve Fund or in dealing with a pricing error, should one occur. The potential impact and risk of these conflicts is that ReSolve may be motivated to support a valuation of a ReSolve Fund or deal with a pricing error in a manner that would be in its interest as a Firm rather than purely in the interest of the holders of the units of the ReSolve Fund.
In addition to disclosing this conflict of interest to you, we note that we use independent, third-party service providers to calculate the net asset value of each ReSolve Fund and to record transactions. Our policies and procedures establish standards for any correction to the calculation of a net asset value in a consistent manner and in accordance with industry guidelines.
Pricing and Account Errors
ReSolve may have a material conflict of interest when determining when and how to deal with a pricing error or other type of client account error. The potential impact and risk of this conflict is that we may be motivated to pass the cost of an error to a client’s account or to a ReSolve Fund rather than to have the cost absorbed by the Firm.
We use third-party service providers to calculate net asset values of and to record client transactions. We have a written policy that establishes standards for the correction of discrepancies in the calculation of net asset value in a consistent manner and which is in accordance with industry guidelines.
ReSolve Fund Expense Allocation
In respect of the ReSolve Funds, the Firm may have a material conflict of interest when determining whether certain expenses should be allocated to the Firm or to the relevant ReSolve Fund (in which case, the expense being borne by the fund will reduce its potential investment return to its unitholders). The CSA have signaled through staff guidance, and in some cases compliance and enforcement actions, that they are in certain instances concerned about the expense allocation practices of registrants.
The nature of this conflict of interest and risk is that it could be in ReSolve’s interest to allocate expenses to a ReSolve Fund rather than to the Firm itself, as expenses allocated to a ReSolve Fund are indirectly borne by its holders rather than by the Firm. The amount of expenses charged to a ReSolve Fund has a direct impact on its management expense ratio and will reduce its potential investment return to its holders. The extent of this conflict may be viewed as significant as ReSolve manages and is required to make expense allocation determinations in respect of a number of ReSolve Funds.
ReSolve has a duty to make sure that expenses are allocated to itself or to the relevant ReSolve Fund in a fair, accurate and appropriate manner and in accordance with the requirements of applicable Canadian securities laws. Similarly, ReSolve’s expense allocation practices must be consistent with the terms of the agreements governing the relevant fund and the disclosure of such terms in the relevant fund’s offering documents.
To address this potential conflict of interest, ReSolve has adopted an expense allocation policy and makes its expense allocation determinations in accordance with the policy.
Fairness in Allocating Investment Opportunities
Allocating investment opportunities can present a material conflict of interest, for example, when a security is unusually attractive at the time of purchase, and/or difficult to obtain, or it is unattractive, or difficult to dispose of, at the time of sale. As ReSolve has multiple clients, the potential exists for the Firm to favour one client over another in the allocation of an attractive investment opportunity. The potential impact and risk of this conflict is that ReSolve could be motivated to provide select investment opportunities to favoured clients in preference to other clients.
Under Canadian securities laws, ReSolve has an obligation to deal fairly, honestly and in good faith with its clients, which includes a requirement to ensure fairness in allocating investment opportunities among its clients. In connection with complying with its obligations in this respect, the Firm is required to inform its clients of its policy with respect to the fair allocation of investment opportunities.
The Firm’s fairness policy provides:
Any staff member with knowledge of a Client order is prohibited from trading in that security until the Client order is fully filled. In order to prevent any unintentional trading ahead of or alongside a Client’s order, a list of securities held by the Clients will be maintained by the CCO or his delegate and circulated to all staff in a manner and with the frequency as determined by the CCO. If a staff member wishes to trade in any security on the list, they must receive pre-approval from compliance.
Compliance will grant approval once they determine that there are no open or pending client orders.
The pre-approval is only valid for the day received.
ReSolve models and trades each investment product it manages separately. As a result, there is no allocation of securities between the Fund and any other account. ReSolve models the trading strategies directly on to the Fund, and the resulting trades reflect only the Fund’s requirements. ReSolve trades futures contracts for other investment products; these products are also modelled on their own and frequently no trading is required for these products when the Fund is trading and vice versa. When the Fund trades a futures contract that another product is trading, each trade is entered independently of the other, at separate times, with a trading algorithm that randomizes the number of contracts submitted as well as the time of submission, subject to certain parameters.
ReSolve does not invest in initial public offerings.
ReSolve’s President, Ultimate Designated Person and Chief Compliance Officer is also a Significant Shareholder of the Firm
There is not a total separation in ReSolve’s staff between compliance responsibilities and ownership interests. For example, Cheryl Davidson is the Firm’s President and a significant shareholder of the Firm, and for compliance purposes, its Ultimate Designated Person and Chief Compliance Officer.
Per the above, Ms. Davidson, as an owner of ReSolve, has an interest in the revenue generation activities and decisions of the Firm, as well as being the individual responsible for the Firm’s compliance activities. The CSA have noted that if a firm’s compliance or supervisory staff’s compensation is tied to the sales or revenue generation of the firm overall or the registered individuals that they supervise, the potential impact and risk of this conflict is that it may cause them to put their interests ahead of clients’ interests. The extent of this conflict may be significant as a result of Ms. Davidson’s ownership interest in the Firm.
ReSolve does not specifically tie an individual’s compensation to the sales or revenue generation of the Firm overall or to the registered persons that an individual may supervise. Rather, the Firm’s compensation structure is based on properly servicing Firm and client needs within a staff members roles and responsibilities, as well as showing initiative, creating value and other soft target measurables. Compensation at the Firm is not commission driven. However, the overall success of the Firm plays into the compensation available to all of its staff and also increases Cheryl Davidson’s return opportunities as an equity owner of the Firm.
In addition to disclosing this potential conflict of interest to you, ReSolve manages this conflict by adhering to its well-developed compliance policies and procedures, including conducting proper KYC, KYP and suitability assessments. Given the heavily regulated environment in which the Firm operates, the value of the Firm’s business and compliance reputation and the trust clients put into the Firm to manage their assets in a regulatory compliant manner, the Firm believes its compliance and supervisory staff properly promote compliance and understand that it is not in the best interest of the Firm or its clients to forsake compliance for client or growth opportunities generally.
When employees engage in certain activities, interests or associations outside of ReSolve, a conflict of interest may arise between the employee’s personal interests and those of the Firm and its clients. The potential impact and risk of this conflict is that the employee could be motivated to put their personal interests ahead of those of the Firm or its clients. The CSA have noted this may arise, for example, because of the compensation they receive for these activities or because of the nature of the relationship between the employee and the outside entity. In limited circumstances, a ReSolve employee’s outside activities may include serving on the board of directors or other governing body of a publicly traded company.
ReSolve has developed policies and procedures that govern employees outside activities and to which all employees must adhere. This includes a pre-approval process to restrict any outside activity of a registered adviser of the Firm that would interfere or give the appearance of interfering with the representative’s ability to act in the best interests of, or perform work for, the Firm and its clients.
The purpose of monitoring and restricting employee personal trading is to ensure that employees do not take advantage of their knowledge of confidential client trading information or their position with ReSolve to unfairly profit through their personal trading activities. The potential impact and risk of this conflict is that a bad actor may attempt to use their access to information to self-profit by engaging in prohibited practices, including self-dealing and front running. Personal trading policies and procedures are designed to help prevent and detect these and other potential abusive practices.
We have personal trading policies and procedures in place that sets forth standards to which our personnel are held and that is intended to appropriately manage this potential conflict of interest. In addition to our policies and procedures in these regards, the Firm and its personnel must comply with applicable Canadian securities laws which, without limitation, prohibit activities such as insider trading, tipping and front running.
Personal Financial Dealing With Clients
A conflict of interest can arise when a registered adviser has personal financial dealings with a client, including when they are granted a power of attorney or appointed as a trustee and have control or authority over a client’s financial affairs or acquire assets from a client outside of the normal course of the client’s business. The potential impact and risk of this conflict is that these types of dealings could cause an adviser to put its interests ahead of a client’s interests in taking any investment action. As such, we have policies and procedures in place which generally prohibit these personal financial dealings with clients who are not family members.
Gifts and Business Entertainment
Our employees may receive offers of gifts and/or entertainment from business relationships and/or clients. Additionally, our employees may offer gifts or business entertainment to clients.
The potential impact and risk of this conflict is that receiving gifts or business entertainment from a client outside of acceptable standards may lead an individual to put that client’s interests ahead of other client’s interests. Additionally, providing gifts or business entertainment to a client outside of acceptable standards may be viewed as an undue attempt to gain a client’s favour.
Our policies require employees not to accept or provide any gifts or entertainment, above a minimum threshold, intended to improperly influence a business decision.
An investment performance benchmark is a standard or index against which the performance of your investment portfolio may be measured. Comparing your investment strategy with ReSolve to indices such as the S&P TSX index, S&P 500 Index or bond indices is difficult because:
- many of the strategies we employ have allocations that dynamically adapt to market environments whereas benchmark portfolio allocations are typically static;
- the composition of your investment portfolio reflects the investment strategy you have agreed upon, which will, to a varying extent, be different than the composition of the investment performance benchmark;
- for the comparison to be meaningful, a benchmark must replicate the portfolio you are monitoring, including its general composition and risk profile, as closely as possible;
- investment performance benchmarks do not generally include charges and other
However, you may nonetheless wish to use published investment performance benchmark information to measure the performance of your investment portfolio with us. You should contact your portfolio manager at ReSolve in the event you wish to discuss how to assess the performance of your investments with us against a performance benchmark.
TRUSTED CONTACT PERSON
In accordance with applicable securities laws, each individual client of ReSolve, regardless of age, is requested to designate a trusted contact person (“TCP”). This is required in order for ReSolve to comply with its obligation to take reasonable steps to obtain the name and contact information of a client’s TCP, as well as the client’s written consent for ReSolve and its representatives to contact the TCP in prescribed circumstances.
While we would strongly encourage you to appoint a TCP, you can choose to refuse to provide us with a designated TCP.
Why appoint a TCP and when will ReSolve contact them?
We cannot share private information about you without your permission. By making this appointment you allow ReSolve to contact and share information with TCP (or your alternate TCP if we are unable to contact your primary TCP) in the following circumstances:
- we are concerned about your mental capacity as it relates to financial decision making;
- we need to know or confirm the identity and contact information of your legal representative (if any);
- we need to confirm your current contact information; or
- we are concerned that you might be subject to financial exploitation, which could include fraud, coercion or unauthorized transactions.
ReSolve is not obligated in any circumstance to contact your TCP. Your TCP has no authority to instruct ReSolve unless he or she is also your legal representative – that is, unless the TCP is also your guardian or attorney for property.
Who should I designate as my TCP?
You should designate someone who you trust, is mature and has the ability to communicate and engage with us in conversations about your personal circumstances if we call them in the circumstances described above. We encourage you to select an individual who is not involved in making decisions about your account(s) (i.e., someone who is not already your legal representative).
Can I change my mind?
If you want to replace your TCP and appoint a new one, please contact us and we will send you a new form to allow you to identify your new TCP. By designating a new TCP, you will revoke all prior designations. We will rely on the most recent appointment in our files.
What if I choose not to designate a TCP?
You are not obligated to designate a TCP. In making your decision, please consider that the purpose of the TCP is to allow us to release confidential information to someone you have selected if we have concerns about your welfare. Without your permission, if a situation arises where ReSolve has concerns about your welfare, we will not have the option of trying to resolve these concerns by communicating them to the TCP. In the worst case, this could lead to a situation where ReSolve is obligated to stop or refuse transactions in, or place a hold on, your account(s) while we take the steps necessary to meet and address our concerns.
Under applicable securities laws, we are permitted to place a temporary hold on all or a portion of the assets in your account with us in certain circumstances as described below. In these circumstances, we may place a temporary hold regardless of whether or not you have designated a TCP. The decision to place a temporary hold will be made by our Chief Compliance Officer.
A temporary hold on the basis of financial exploitation may be appropriate in instances where our Chief Compliance Officer reasonably believes a client has become a vulnerable client and financial exploitation in respect of its account has occurred, is occurring, has been attempted or may be attempted. A “vulnerable client” is a client who might have an illness, impairment, disability or aging-process limitation that places the client at risk of financial exploitation.
A temporary hold on the basis of a lack of mental capacity may be appropriate in instances where our Chief Compliance Officer reasonably believes that a client no longer has the mental capacity to make decisions involving financial matters. There may be other circumstances under which a temporary hold can be placed on an account.
If a temporary hold is placed on your account, we will promptly provide you with written notice of the temporary hold and the reasons for such hold being placed on some or all of the assets of your account with us. We will then notify you when the temporary hold has been terminated. Within 30 days of placing a temporary hold, and unless the hold has been previously terminated, within every subsequent 30-day period, we will be required to terminate the temporary hold or to provide you with notice of our decision to not terminate the hold and the reasons for that decision.
COMPLAINTS AND DISPUTE RESOLUTION
ReSolve has a written complaints policy and will document and respond to each complaint made about any product or service offered by ReSolve or its representatives. For more information in respect of how we handle complaints and your potential right to have an independent dispute resolution service made available to you at our expense, please refer to the document entitled “What to Do If You Have a Complaint”.
OTHER INFORMATION ABOUT YOUR RELATIONSHIP WITH US
ReSolve encourages you to actively participate in your relationship with us by doing the following:
Keep us up to date. You should provide full and accurate information to ReSolve and the registered individuals acting for us. You should promptly inform us of any change to information that could reasonably result in a change to the types of investments appropriate for you, such as a change to your personal or financial circumstances, investment needs and objectives, risk tolerance or investment horizon.
Stay informed. You should understand the potential risks and returns on investments. You should carefully review literature provided to you by us. Where appropriate, you should consult professionals, such as a lawyer or an accountant for legal or tax advice.
Ask questions. You should ask questions and request information from ReSolve to resolve questions about your account, transactions or investments, or your relationship with ReSolve or a registered individual acting for us.
Stay on top of your investments. You should review all account documentation provided to you by ReSolve and regularly review portfolio holdings and performance.
If you have any questions about dealing with ReSolve, please do not hesitate to contact us at:
ReSolve Asset Management Inc. (“ReSolve”) needs to collect private information from our clients and prospective clients in order to properly fulfill our duties. Understanding a client’s needs and wants, financial position and family circumstances enables us to ensure that all investment recommendations are suitable. This is both a regulatory requirement and good business. ReSolve is committed to protecting our clients’ privacy and the confidentiality of their personal information in our possession. This document explains the measures we take to fulfill these commitments.
We ask our clients for no more personal information than necessary.
The “Know Your Client” information forms we ask clients to complete elicit only the information we need for contractual, regulatory and income tax requirements including: name, address, phone and fax numbers, email addresses, birth date, social insurance numbers, asset holdings and values, investment knowledge and objectives, spouse’s name and occupation, and children’s and dependents’ names and ages. Our application forms for registered retirement accounts elicit only the information needed to register these accounts with the government including: social insurance number, spouse’s or designated beneficiary’s name and birth date. We do not disclose any non-public personal information to any third party except as required by law or as outlined in this Policy.
We limit access to client’s personal information.
We record client’s personal information electronically on computer servers to which only authorized persons have access, and only by means of secure passwords. We authorize employees to have access to client’s personal information only on a “need to know” basis. We have installed hardware and software security to keep our servers clean and secure. We maintain a duplicate copy of our data at an offsite location for disaster recovery purposes. This data is password protected. We keep paper copies of client’s personal information in filing cabinets. We keep the computers and filing cabinets in which such information is stored in areas of our business premises that are kept locked when not in use.
We prevent unauthorized disclosure of client’s personal information.
We train our employees to keep client’s personal information strictly private and confidential. We require all of our staff to sign our privacy document that obliges them to respect and protect client’s personal information. We ensure that departing staff understands they remain contractually obliged to respect the privacy of client’s personal information. We shred paper documents containing client’s personal information before discarding such documents.
We expect similar safeguards from our service providers.
We take privacy seriously.
What to Do If You Have a Complaint
Filing a complaint with us:
If you have a complaint about our services or a product, contact us at:
401 Bay Street, 16th Floor
Toronto, ON M5H 2Y4, Canada,
1 855 446-4170,
You may want to consider using a method other than email for sensitive information.
- what went wrong
- when it happened
- what you expect, for example, money back, an apology, account correction
A word about legal advice
You always have the right to go to a lawyer or seek other ways of resolving your dispute at any time. A lawyer can advise you of your options. There are time limits for taking legal action. Delays could limit your options and legal rights later on.We will acknowledge your complaint:
We will acknowledge your complaint in writing, as soon as possible, typically within 5 business days of receiving your complaint.
We may ask you to provide clarification or more information to help us resolve your complaint.Help us resolve your complaint sooner:
- make your complaint as soon as possible
- reply promptly if we ask you for more information
- keep copies of all relevant documents, such as letters, emails and notes of conversations with us
We will provide our decision:
We normally provide our decision in writing, within 90 days of receiving a complaint. It will include:
- a summary of the complaint
- the results of our investigation
- our decision to make an offer to resolve the complaint or deny it, and an explanation of our decision
If our decision is delayed:
If we cannot provide you with our decision within 90 days, we will:
- inform you of the delay
- explain why our decision is delayed, and
- give you a new date for our decision
If you are not satisfied with our decision:
You may be eligible for the independent dispute resolution service offered by the Ombudsman for Banking Services and Investments (OBSI).
If you are a Québec resident
You may consider the free mediation service offered by the Autorité des marchés financiers (Québec).
TAKING YOUR COMPLAINT TO OBSI
You may be eligible for OBSI’s free and independent dispute resolution service if:
- we do not provide our decision within 90 days after you made your complaint, or
- you are not satisfied with our decision
OBSI can recommend compensation of up to $350,000.
OBSI’s service is available to clients of our firm. This does not restrict your ability to take a complaint to a dispute resolution service of your choosing at your own expense, or to bring an action in court. Keep in mind there are time limits for taking legal action.
Who can use OBSI:
You have the right to use OBSI’s service if:
- your complaint relates to a trading or advising activity of our firm or by one of our representatives
- you brought your complaint to us within 6 years from the time that you first knew, or ought to have known about the event that caused the complaint, and
- you file your complaint with OBSI according to its time limits below
Time limits apply:
- If we do not provide you with our decision within 90 days, you can take your complaint to OBSI any time after the 90-day period has ended.
- If you are not satisfied with our decision, you have up to 180 days after we provide you with our decision to take your complaint to OBSI.
Information OBSI needs to help you
OBSI can help you best if you promptly provide all relevant information, including:
- your name and contact information
- our firm’s name and contact information
- the names and contact information of any of our representatives who have been involved in your complaint
- details of your complaint
- all relevant documents, including any correspondence and notes of discussions with us
Filing a complaint with OBSI:
Telephone: 1-888-451-4519 or 416-287-2877 in Toronto
OBSI will investigate
OBSI works confidentially and in an informal manner. It is not like going to court, and you do not need a lawyer. During its investigation, OBSI may interview you and representatives of our firm. We are required to cooperate in OBSI’s investigations.
OBSI will provide its recommendations
Once OBSI has completed its investigation, it will provide its recommendations to you and us. OBSI’s recommendations are not binding on you or us. OBSI can recommend compensation of up to $350,000. If your claim is higher, you will have to agree to that limit on any compensation you seek through OBSI. If you want to recover more than $350,000, you may want to consider another option, such as legal action, to resolve your complaint.
For more information about OBSI, visit www.obsi.ca
If you have other questions, please feel free to contact us at 1-855-446-4170 or
ReSolve Asset Management Inc.
401 Bay Street, 16th Floor
Toronto, ON M5H 2Y4, Canada
T: 1 855 446-4170 or (416) 572-5474
ReSolve Asset Management Inc. (“ReSolve”) is registered with the Securities and Exchange Commission (SEC) as an investment adviser. Brokerage and investment advisory services and fees differ and it is important for you to understand these differences. Free and simple tools are available to research firms and financial professionals at Investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.
What investment services and advice can you provide me?
We offer portfolio management services to retail investors and manage investment accounts on a discretionary basis. A discretionary account allows us to buy and sell investments in your account without asking for your approval in advance. ReSolve’s minimum initial deposit is $1,000,000 for a separately managed account. As part of your portfolio management services, we will continuously monitor your investments and provide advice. We do not limit the types of investments that we recommend.
For additional information, please see our Form ADV Part 2A, Items 4, 7, 13 and 16.
What fees will I pay?
As compensation for our discretionary advisory services, we charge a management fee between 0.60% and 2.42% annually. The fee is accrued daily and paid monthly, in arrears, generally during the first week of the following month. The management fee is calculated on the account net asset value (“Net Asset Value”), which is the value of the actual assets in the account minus the value of the liabilities in the account, determined in accordance with International Financial Reporting Standards. The exact amount of the fee percentage is negotiable and based on account size, strategy, investment horizon, and other factors we deem relevant in our sole discretion.
The more assets there are in your account, the more you will pay in fees, so we have an incentive to encourage you to increase the assets in your account.
You may pay expenses in addition to the fees you pay to us. For example, you may pay brokerage commissions, transaction fees, custodial fees, transfer taxes, wire transfer fees, and other fees and taxes charged to brokerage accounts and securities transactions. Mutual funds and ETFs also charge internal management fees, which are disclosed in each fund’s offering documents. We do not charge performance-based fees to clients who invest in the separately managed accounts.
You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying.
For additional information, please see our Form ADV Part 2A brochure Items 5 and 6.
What are your legal obligations to me when acting as my investment adviser? How else does your firm make money and what conflicts of interest do you have?
When we act as your investment adviser, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they affect the recommendations we provide you. Here are some examples to help you understand what this means.
- Proprietary products: We offer privately offered pooled investment vehicles. We receive fees from these funds and therefore have an incentive to recommend them to you.
- Third-Party Payments: Certain products offered by ReSolve, such as funds, can pay us additional compensation related to your investments. These are not charges to you, but these payments can create a conflict of interest in that there are additional financial incentives for us to recommend such funds.
More detailed information can be found on our Form ADV Part 2 Items 11, 12, and 18.
How do your financial professionals make money?
Our financial professionals are primarily compensated with a fixed annual salary. Additional compensation may be based on the amount of client assets they service, the time and complexity needed to meet a client’s needs and the revenue the firm earns from advisory services. There is no compensation linked to the investments offered or from sales commissions.
Do your financial professionals have legal or disciplinary history?
No. Visit Investor.gov/CRS for a free and simple search tool to research us and our financial professionals.
For additional information about our services or to request a copy of Form CRS, please contact us at:
Adviser's policy is to ensure the privacy and security of Client records.
Background & Description
Client information in the possession of an investment adviser is governed by federal law and, in some cases state law. The Gramm-Leach-Bliley Act (GLB) and Regulation S-P require financial institutions, including investment advisers, to provide a notice to each customer that describes the investment adviser's policies and practices regarding the disclosure to third parties of nonpublic personal information. In general, the privacy notice must describe an investment adviser's policies and practices with respect to disclosing nonpublic personal information about a Client to both affiliated and nonaffiliated third parties and provide a Client a reasonable opportunity to opt out of the sharing of nonpublic personal information about the Client with nonaffiliated third parties. As part of its privacy notice, the privacy rule requires an investment adviser to include specific items of information, such as the categories of nonpublic personal information that the investment adviser collects and the categories of third parties to which the investment adviser may disclose the information.
These privacy procedures are designed to:
- Ensure the security and confidentiality of Client information;
- Protect against any anticipated threats or hazards to the security or integrity of Client records and other Client information; and
- Protect against unauthorized access to, or use of, Client information that could result in substantial harm or inconvenience to any Client.
PRIVACY PROCEDURES DEFINITIONS
"Affiliate" of Adviser means any company that controls, is controlled by, or is under common control with Adviser.
"Consumer" means an individual who obtains or has obtained a financial product or service from Adviser that is to be used primarily for personal, family, or household purposes. For example, an individual is a consumer of Adviser if he or she provides nonpublic personal information to Adviser in connection with obtaining or seeking to obtain investment advisory services, whether or not Adviser provides advisory services to the individual or establish a "continuing relationship" with the individual.
"Continuing relationship" a consumer has a continuing relationship with Adviser if the consumer has entered into an investment advisory contract with Adviser (whether written or oral).
"Customer" means a consumer who has a "customer relationship" with Adviser.
"Customer relationship" means a "continuing relationship" between a consumer and Adviser under which Adviser provides one or more financial products or services to the consumer that are to be used primarily for personal, family, or household purposes.
"Nonaffiliated third party" means any person except:
- Adviser's affiliate; or
- A person employed jointly by Adviser and any company that is not Adviser's affiliate (but nonaffiliated third party includes the other company that jointly employs the person).
"Nonpublic personal information" does not include:
- Publicly available information, except when the publicly available information is disclosed in a manner that indicates the individual is or has been Adviser's consumer; or
- Any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived without using any personally identifiable financial information that is not publicly available information.
"Personally identifiable financial information" means any information:
- A consumer provides to Adviser to obtain a financial product or service from Adviser;
- About a consumer resulting from any transaction involving a financial product or service between Adviser and a consumer; or
- Adviser otherwise obtains about a consumer in connection with providing a financial product or service to that consumer.
"Publicly available information" means any information that Adviser reasonably believes is lawfully made available to the general public from:
- Federal, State, or local government records;
- Widely distributed media; or
- Disclosures to the general public that are required to be made by federal, State, or local law.
The CCO on the behalf of Adviser will maintain an updated privacy notice ("Privacy Notice"), the current version of which is attached below. The Privacy Notice will describe:
- The categories of nonpublic personal information that Adviser collects;
- The categories of nonpublic personal information that Adviser discloses;
- The categories of affiliates and nonaffiliated third parties to whom Adviser discloses nonpublic personal information, other than those parties to whom Adviser discloses information under exceptions to notice and opt out requirements for processing and servicing transactions and certain other exceptions in Regulation S-P;
- The categories of nonpublic personal information about Adviser's former Clients that it discloses and the categories of affiliates and nonaffiliated third parties to whom Adviser discloses nonpublic personal information about its former Clients, other than those parties to whom Adviser discloses information under exceptions to notice and opt out requirements for processing and servicing transactions and other exceptions in Regulation S-P;
- Whether Adviser discloses information under exceptions to notice and opt out requirements for processing and servicing transactions and other exceptions in Regulation S-P;
- If Adviser discloses nonpublic personal information to a nonaffiliated third party under the exception to opt out requirements for service providers and joint marketing, the notice will contain a separate statement of the categories of information it discloses and the categories of third parties with whom it has contracted;
- An explanation of the consumer's right under Regulation S-P to opt out of the disclosure of nonpublic personal information to nonaffiliated third parties, including the method(s) by which the consumer may exercise that right at that time;
- Any disclosures that Adviser makes under the Fair Credit Reporting Act (that is, notices regarding the ability to opt out of disclosures of information among affiliates); and
- Adviser's policies and practices with respect to protecting the confidentiality and security of nonpublic personal information.
PRIVACY NOTICE DELIVERY
A copy of the Privacy Notice shall be provided to:
- An individual who becomes a "customer" of Adviser not later than when Adviser establishes a customer
relationship, or a "consumer," before Adviser discloses any nonpublic personal information about the
consumer to any nonaffiliated third party; and
- Existing customers each year.
Adviser shall satisfy the annual delivery requirement if it provides its privacy notice to each Client at least once in any period of 12 consecutive months during which that Client relationship exists.
Adviser will provide privacy notices and opt out notices so that each consumer can reasonably be expected to receive actual notice in writing or, if the consumer agrees, electronically. Adviser may reasonably expect that a consumer will receive actual notice if it:
- Hand-delivers a printed copy of the notice to the consumer;
- Mails a printed copy of the notice to the last known address of the consumer; or
- For the consumer who conducts transactions electronically, posts the notice on the electronic site and requires the consumer to acknowledge receipt of the notice as a necessary step to obtaining a particular financial product or service.
CLIENTS WHO OPT OUT OF INFORMATION SHARING
Adviser does not share nonpublic personal information about a Client with third parties. If it were to do so, the CCO will provide each Client with a notice that allows Clients to opt out of such information sharing ("Opt Out Notice").
The Opt Out Notice will be clear, conspicuous and accurately:
- Explain that Adviser discloses or reserves the right to disclose nonpublic personal information about Clients to a nonaffiliated third party;
- Explain that the Client has the right to opt out of that disclosure; and
- Provide the Client a reasonable means by which he or she may exercise the opt out right.
The CCO shall maintain a list of Clients who have opted to not permit their nonpublic personal information to be shared except to the extent permitted by law.
The following securities measures will be implemented and maintained to protect the confidentiality of Client information:
ENCRYPTION AND IDENTITY THEFT
The CCO will make sure that Adviser encrypts electronic Client information while in transit or in storage on networks or systems to which unauthorized individuals may have access. Adviser's website (if any) and certain other electronic files will be encrypted if Client information is transmitted.
Adviser will take other measures to prevent outsiders from gaining access to Clients' personal information, including preventing outsiders from obtaining Client information under false pretenses. Adviser will consider the use of passwords and other measures to ensure the correct identity of any person seeking information.
The CCO will cause Adviser to implement physical safeguards to protect non-public personal information that is in hard copy. Such safeguards will be designed to protect physical records against destruction, loss, or damage due to potential environmental hazards, such as fire and water damage or technological failures.
Electronic files containing Client information will operate under a "lock out" system whereby passwords or some other form of verification will be required to access Client data. In addition:
- Passwords will be periodically changed;
- Internal systems will be put in place that are designed to ensure that only authorized Adviser personnel can access the information contained in the system;
- Website servers (if any) used to gather and transmit personal data will be stored in secure and environmentally controlled locations; and
- Computer systems will be equipped to provide warnings of possible attacks or intrusions into information systems, accompanied by response mechanisms that take appropriate action when unauthorized access to protected information is suspected or detected.
SHARING CLIENT INFORMATION WITH THIRD PARTIES
No nonpublic personal information of a Client may be provided to a nonaffiliated third party service provider until the CCO has determined that there is a contractual agreement prohibiting the third party from disclosing or using the information other than to carry out the purposes for which the information is to be disclosed.
The CCO shall require, by contract, that each service provider implement appropriate measures designed to meet the objectives of these procedures and shall monitor its compliance therewith, and no service provider may be retained without the approval of the CCO.
FUND PRIVACY POLICIES
The CCO shall ensure that Adviser complies with all privacy policies adopted by Fund Clients.
The CCO shall report to the senior officers of Adviser on the condition and status of the Privacy Procedures not less frequently than annually. Access Persons of Adviser shall report any breaches or violations of these Privacy Procedures to the CCO.
To protect your privacy and provide our clients with a broad range of financial products and services as efficiently as possible, we use technology to manage and maintain client information. We want you to understand what information we collect and how we use it.
Information We Collect
We may collect personally identifiable information about you from the following sources:
- Information we receive from you on applications or other account forms;
- Information about your transactions with us, our affiliates or others;
- Information we receive from outside sources such as your financial consultant;
- Information obtained electronically, such as from our Website.
Information We Disclose
We do not disclose any confidential information about our clients or former clients to anyone, unless:
- such disclosure is required or permitted by law, statute or regulation;
- such disclosure to service or information providers is required in order to deliver our products and services to our clients. (e.g., custodians, transacting brokers, etc.)
For example, we use information to administer your accounts with us through such activities as sending you quarterly reports.
Our Security Procedures
We take steps to safeguard customer information. We restrict access to your personal and account information to those Access Persons who need to know that information to provide products or services to you. We also maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.
Should you need any further information please feel free to contact us via email at firstname.lastname@example.org