April 2026

MECKELBORG FINANCIAL GROUP LTD.

General Disclosure Information

National Instrument 31-103 – Registration Requirements and Exemptions ("NI 31-103") requires registered firms such as Meckelborg Financial Group Ltd. (“MFG”, the “Firm”, “we” or “us”) to deliver to a client all information that a reasonable investor would consider important about the client's relationship with the registered firm, material conflicts of interest that have arisen or may arise between the firm, including each individual acting on the firm's behalf, and a client, and other relevant disclosures.

As a result, this disclosure document provides the relevant information to MFG’s prospective and existing clients (each a “Client” or “you”). The Firm is not required to provide relationship and certain other information to non-individual “Permitted Clients” as defined under NI 31-103.

 

In order that the Firm can provide you with the best possible products and services we ask you to:

• Keep us up to date about your personal circumstances and promptly advising MFG of any changes of information that could potentially and reasonably result in a change to the types of investments that are appropriate for you.
• Stay well informed about your investments with us and the corresponding investment risks and returns. Review investor and performance reports, statements, and other information we provide about your account, transactions conducted in your account and holdings. Consult your professional advisors as necessary.
• Ask us questions about your investments, MFG or any of our registered individuals, at any time.

 

Queries relating to this document, a MFG managed investment fund or investor account should be addressed to the Chief Compliance Officer via email to the Portfolio Manager/Partner responsible at benoit@mfgltd.com or by telephone at (306) 933-9993.

About MFG

MFG is registered as an investment fund manager ("IFM"), adviser (specifically as portfolio manager or "PM") and/or dealer (specifically as exempt market dealer or "EMD") in the Canadian provinces of Saskatchewan, Alberta, British Columbia, Manitoba, and Ontario. MFG’s primary business is to act as an adviser to separately managed accounts (including its proprietary pooled investment funds) (“Managed Accounts”) and IFM to the Firm’s proprietary pooled investment funds (“Funds”). As an EMD, MFG distributes its pooled Funds to investors who invest directly with MFG in non-Managed Accounts (“Direct Investors”) . Funds are offered in Canada to Managed Account holders under an allowable exemption in NI 31-103, and to Direct Investors in reliance of a prospectus exemption available under NI 45-106, Prospectus Exemptions. At the time of publication of this document, MFG no longer distributes its Funds as EMD and is not engaging in any other EMD activities.

As an IFM, MFG is responsible for the day-to-day business, operations, and administration of an investment fund; as a PM, MFG advises on securities and manages portfolio assets in the Funds and in separately managed accounts; as an EMD, MFG distributes securities of its own Funds, although is no longer doing so.

 

Under securities laws, as a registrant, MFG and its employees have a general obligation to deal fairly, honestly and in good faith with its clients. As a PM, MFG and certain employees also have a fiduciary duty under common law to place the interests of the Funds ahead of their own interests. Finally, as an IFM, MFG has a statutory obligation to exercise the degree of due care, diligence, and skill that a reasonably prudent person would exercise in the circumstances. As an EMD MFG is required to consider the best interests of Fund Investors. These obligations

require MFG and its employees to act in the best interests of clients legally and ethically.

In acting in its capacities as IFM, PM and EMD, MFG will exercise its powers and duties honestly, in good faith and in the best interests of clients. Additionally, MFG will devote such time and attention and exercise such degree of care, diligence and skill as a prudent and experienced registrant would.

MFG’s principal regulator for all services provided, is the Financial and Consumer Affairs Authority in Saskatchewan.

RELATIONSHIP DISCLOSURE INFORMATION

1. PRODUCTS AND SERVICES OFFERED

MFG’s primary business is to act as adviser to its Managed Accounts, and its own Funds (“proprietary products”). Managed Accountholders include private clients, corporations, foundations, and small pension funds. MFG is also registered as EMD to distribute interests in these Funds further to a prospectus exemption under applicable securities legislation; however, at the time of publication of this document, is no longer doing so nor does it distribute interests in third-party funds. The Firm also provides insurance -related and financial planning services.

As an adviser, MFG advises on and trades in both individual securities and its propriety products to meet Client investment objectives in Managed Accounts.

Purchases in and redemptions from the Funds may only occur on the date established in the Funds’ offering documents (a “Valuation Date”). There are no minimum investments in the Funds. Investments in a Fund must be received by the Fund’s administrator before a Valuation Date. Interests may not be resold or otherwise transferred by the Client, except further to instruction by MFG as adviser.

For Direct Investors, interests may be sold only further to the restrictions set out in the offering documents. There is no marketplace for these units.

Managed Accountholders are charged an ongoing management fee for the advisory services MFG performs, calculated monthly and charged quarterly in arrears. Entities affiliated with the Firm/Firm may receive a performance allocation. As EMD, MFG does not charge Direct Investors any other fees.

2. ACCOUNT TYPE

A Managed Account holder will have an account with MFG that will record the particulars of any investments made by a Client pursuant to its relationship with MFG. There is no minimum account size that is required to be maintained in your account. These accounts are fee-based accounts.

Certain Funds have a performance allocation equal to an established percentage of the net appreciation in a Fund’s NAV in excess of the applicable Fund’s high-water mark.

Management fees are calculated monthly and charged quarterly; performance allocations are calculated weekly and remitted quarterly.

Currently, the Firm does not distribute securities under its EMD registration. However, Direct Investors have an account with the Firm which hold both MFG and non-MFG related products. A Direct Investor’s account with the Firm is governed by the terms of the applicable offering documents relating to the Fund or Funds in which the Direct Investor wishes to invest. There are no minimum subscription amounts for Direct Investors. Additionally, there are no fees or commissions charged to your account.

3. CUSTODY & SAFEGUARDING OF SECURITIES AND CASH

PMs and IFMs generally have direct and/or indirect access to client assets. Such access is not limited to obvious cases of possession of assets but is also in situations in which the adviser receives the proceeds from redemption of client investments, has the authority to withdraw funds or securities from a client account for purposes other than authorized investing (i.e., has authority to deduct fees or other expenses directly from a client’s account, or acts in any capacity that gives the adviser legal ownership of, or access to, client assets). MFG has access to Managed Account (including Fund) assets in its capacity IFM and/or PM.

At the current time, Managed Account assets (including the Funds) are custodied by National Bank Independent Network (“NBIN”) or Olympia Trust Co. (“OTC”), both a qualified custodian in Canada (a “Canadian Custodian”).

As an EMD MFG does not have access to Direct Investor assets. Therefore, MFG does not custody the investments made by Direct Investors. Rather, these securities are recorded on the books of the security’s issuer, or the transfer agent of the security’s issuer, and are in the name of the Direct Investor.

Assets of the Managed Accounts (including Funds), excluding cash that is in transit, are held in trust at the Canadian independent “qualified” Canadian custodians (as defined in Canadian securities law) in segregated accounts as described in the offering documents for a Fund, subject to the exceptions set out below. NBIN is an investment dealer subsidiary of a major Canadian chartered bank with investment grade credit ratings, and is registered with the Investment Industry Regulatory Organization of Canada (“IIROC”), a self-regulatory organization (and therefore, subject to regulatory oversight, minimum capital, insurance, and investor protection requirements). OTC is an established trust company subject to the requirements set out in the applicable Loan and Trust Corporations Act. Custody services to the Funds may be provided by the prime brokerage division (the “Prime Broker”) of the IIROC registered bank subsidiary, particularly if leverage is employed (see the discussion of leverage below).

MFG has entered into certain contractual agreements with NBIN and OTC. NBIN and OTC are headquartered in Canada, are qualified custodians under applicable securities law and are regulated entities. Further to the terms of each custodial agreement, NBIN and OTC have the right to appoint a sub-custodian. Non-Canadian assets may be held by a local sub-custodian appointed by NBIN or OTC under its authority in various foreign jurisdictions where a Managed Account may hold assets or based on the types of securities held.

To ensure that Managed Account securities and cash are segregated and safeguarded in the respective accounts and are not improperly used, Managed Accounts with any custodian can only be opened with the direct authorization of the Client and are in the Client’s name only. MFG has trading authority over Managed Account assets held at NBIN or OTC, and does have access to these assets and is authorized to transfer securities or cash into or out of accounts held at the qualified custodian, as well as described below under “Access to Client Assets.”

Each Managed Account held at NBIN is insured by the Canadian Investor Protection Fund (“CIPF”) in an amount up to CAD $1,000,000.

Some of the benefits of using Canadian Custodians are that assets are held in Canada, these organizations have expertise in working with the types of investments that MFG manages, the custodians themselves are regulated entities and leading financial service providers, some offer insurance by way of CIPF, and are in Canada.

MFG has conducted a general due diligence review of each Canadian Custodian and has concluded that each’s system of controls and supervision is sufficient to manage risks of loss to Client assets in accordance with prudent business practices.

Managed Account assets, particularly foreign securities, may be held by qualified foreign custodians or sub-custodians in jurisdictions outside Canada in order to facilitate investing in such securities. In these cases, these arrangements increase the risk of not being able to realize assets in the event of the insolvency of the foreign custodian or sub-custodian. The risk of such a loss is reduced by the fact that the qualified Canadian Custodian is responsible for the selection and ongoing monitoring of all sub-custodians to ensure that they meet Canadian regulatory requirement standards and have appropriate levels of capital. At the time of publication of this document, the Firm does not utilize the services of foreign custodians.

Fund-related cash in transit, for purchases or redemptions, is held in separate bank accounts with major financial entities in the name of the applicable Fund. The bank accounts are managed by the Funds’ administrator (“Administrator”), SGGG Fund Services Inc. When a client directly transacts in units of a Fund through the Firm serving as an EMD, the transactions are processed through a separate bank account in the Funds’ name, by the Administrator (subject to wire instructions), to/from the applicable Canadian Custodian. Cash transfers to clients are confirmed by the Administrator for correctness and the Administrator sends a cheque or wire transfer to the client.

Interests in a Fund purchased directly by a client, outside a Managed Account, are recorded in the Fund records under the clients’ name by the Administrator as the registrar and transfer agent. Clients, as securityholders, receive written confirmation of their purchase but certificates representing units are not issued as ownership is under a “book only” system. This is consistent with Canadian industry practice.

At the time of publication of this document, the Firm does not distribute interests in Funds to investors outside of Managed Accounts.

These custodial arrangements generally do not apply to non-individual and non-investment fund “Permitted Clients,” as defined in Canadian securities laws, if waived by the Permitted Client.

 

Access to Client Assets

Although Managed Account assets are held by a Canadian Custodian, further to securities laws MFG may also have access to Managed Account assets in certain circumstances, including but not limited to:

• MFG may accept delivery of securities from or to a Managed Account on a temporary basis to

• facilitate a deposit or the settlement of a trade;

• MFG may have authority to transfer cash from the Managed Account’s at the Custodian to

• the Managed Account’s bank account; or

• MFG may have authority to pay expenses from the Managed Account, including management fees.

In these cases, by having access to Managed Account assets, MFG may expose these assets to risk of loss for various reasons, including: (i) if there is a breakdown in MFG’s information technology systems; or (ii) due to the fraud, willful or reckless misconduct, negligence, or error of MFG or its personnel. MFG is required under applicable Canadian securities laws to insure against the additional risk of loss which arises due to its access to client assets.

Securities registered only in the name of a Fund on the books of an issuer or transfer agent are not required to be held under the regulatory custodial requirements.

 

Use of Leverage

MFG is currently authorized to buy securities on margin, sell securities short, trade in derivative instruments, and/or use other forms of leverage for Funds. Use of leverage or margin generally requires MFG to post Fund assets as collateral with a lender, borrowing agent, Prime Broker, or other counterparty (each, a “Counterparty”) or for assets to be rehypothecated for use. Even if the Counterparty is a qualified custodian under applicable securities laws, collateral posted with the Counterparty may, in some circumstances, not be held in the Fund’s segregated account and may be commingled with the Counterparty’s assets. While these arrangements reduce the cost of the borrowing by the Fund and are standard industry practice, such collateral is at a greater risk of loss than Fund assets held in a segregated account with the Custodian for various reasons, including: (i) if the Counterparty becomes bankrupt or insolvent; (ii) if there is a breakdown in the Counterparty’s information technology systems; or (iii) due to the fraud, willful or reckless misconduct, negligence or error of the Counterparty or its personnel.

MFG has taken reasonable steps to ensure that each Counterparty’s records show each Fund as beneficial owner of the cash or securities held as collateral by the Counterparty. MFG has conducted a general due diligence review of each Counterparty and has concluded that each Counterparty’s system of controls and supervision is sufficient to assist in managing the risks of loss to client assets in accordance with prudent business practices, having regard for the potential for the leverage strategies used by MFG to hedge certain investment risks associated with, and/or enhance the returns of, the Fund account.

4. INVESTMENT RISKS

When planning to invest in a Managed Account including a Fund, a Client should consider the various risks as well as potential rewards associated with such a decision. Risk of loss is often inversely related to potential reward. Generally, all investments in securities are subject to market fluctuations and risk of loss. The risks and rewards associated with an investment will depend on a variety of factors including, but not limited to, macroeconomic conditions, the investment objectives of a portfolio, and the complexity of the security itself. There is no guarantee that the value of an investment held by a Fund, an underlying security in a Fund, or a security in a Managed Account will increase.

The risks associated with an investment in a Fund are set forth in the applicable offering documents for the Fund.

 

Investment risks generally associated with investments via MFG include:

• General investment risk – Changes in interest rates, economic conditions, and market and company news will result in frequent and substantial changes in the value of investments.

• Liquidity risk – Some investments may not be readily saleable.

• Currency risk – Securities denominated in a currency other than Canadian dollars will be affected by changes in the value of the Canadian dollar in relation to the value of the currency in which the security is denominated.

• Interest rate risk – Investments are affected by interest rate fluctuations – e.g., an increase in interest rates may reduce the return on fixed income securities.

• Business risk – The risk inherent in the operations and results of the entity or industry in which you have invested, including the risk associated with the amount of leverage or debt that the entity in which you have invested used to finance assets.

• Leverage risk – Investments may be purchased using available cash or a combination of available cash and borrowed money. If available cash is used to pay for the investment, then the percentage gain or loss will equal the percentage increase or decrease in the value of the purchased investment. Using borrowed money to purchase investments can magnify the gain or loss on the cash invested.

• Private company risk – Investing in non-publicly traded companies can be riskier than investing in publicly traded companies. There is not an available market for private company securities so it can be difficult to buy or sell such securities to capture gains or limit losses.

• Short-selling risk - Short selling involves borrowing a security whose price an investor thinks will fall, selling it on the open market, and then repurchasing it later, hopefully for a lower price than what it sold it for. After repaying the initial loan (and associated costs) the balance is the profit. Risks include potentially limitless losses if the price of the security (which must be bought back) rise; increases in the cost to borrow the securities; margin calls on borrowed securities which require more cash or securities to be deposited; and the increase in costs due to dividends/income on borrowed securities.

5. RISKS ASSOCIATED WITH THE USE OF BORROWED MONEY

Securities may be purchased using available cash, borrowed money or a combination of both. If available cash is used to pay for the securities in full, the percentage gain or loss will equal the percentage increase or decrease in the value of the securities purchased. Using borrowed money (i.e., leveraging) to purchase securities can magnify the gain or loss on the cash invested. MFG currently does not offer, does not arrange for, and does not recommend that a Client borrow money in order to invest.

If a Client borrows money to invest, the Client remains responsible to repay the loan (principal) and to pay interest as required by the terms of the loan, even if the value of the related investment declines.

6. CHARGES AND OTHER COMPENSATION

There are various costs associated the operation of a Managed Account (including a Fund). These costs are described in the offering documents for the Fund and in the investment management agreement (“IMA”) of segregated Managed Accounts. Generally, these costs fall into one of two categories: operating charges or transaction charges. Operating charges and transaction charges only include charges paid to MFG by a Client. These charges may be subject to GST.

As PM, MFG earns fees for the advisory services it provides to all Managed Accounts (excluding Funds). Expenses (such as transactional, administrative, legal, financial, and other costs) are charged directly to the applicable Fund in accordance with the terms of the governing documents for the portfolio or to segregated non-Fund Managed Accounts by external service providers, further to the IMA.

If your assets are invested in Funds, MFG will ensure that the management fees paid in relation to your Managed Account do not duplicate any similar fees received by MFG from the Funds. The fees received by MFG in connection with MFG’s role as adviser to the Funds are described in detail in the Fund offering documents. However, if all your assets are invested in the Funds or other types of investment funds, you will also bear a portion of the fees and other expenses paid by those funds. In addition, certain actions in relation to the purchase and redemption of your investment in an individual Fund may be subject to further fees or expenses, as described in the applicable Fund’s offering documents.

At this time, MFG as EMD, does not charge direct Investors in Funds, any fees, or other costs for the operation of their account; nor is MFG compensated for distributing its Funds. However, these direct Investors in a Fund may bear a portion of the ongoing fees and operating expenses paid by the Fund owned, and in addition, the redemption of an investment may be subject to certain redemption fees.

 

OPERATING CHARGES

Operating charges relate to the operation, transfer or termination of an account and includes any federal, provincial, or territorial sales taxes paid on that amount. Examples include, but are not limited to service charges, administration fees, safekeeping fees, management fees, transfer fees, account closing fees, and any other charges associated with maintaining and using an account that are paid to MFG. Where a Managed Account (excluding Funds) hold individuals securities, or the Managed Account is held at a custodian, there may be additional fees and expenses, such as custodial fees, charged by third parties who provide services in relation to the Client’s Managed Account.

The offering documents of Funds and the Managed Account IMA describe the costs, and applicable rates, that may be charged to a Managed Account such as management fees, custodial fees, and in the case of a Fund, audit, legal and administration fees etc.

Management fees are earned by the Firm for the provision of its advisory services to a Managed Account. Management fees are a percentage of the value of a portfolio and are payable whether the Managed Account has increased in value. Management fee rates may vary by class or series and are described in full in the offering memorandum. Please read the document carefully, as well as the “Conflicts of Interest” section of this disclosure document, to ensure that you understand these fees and the potential conflicts of interest that may be raised by such fees.

The Firm will provide at least 60 days’ written notice before making any new or increased charge associated with the operation, transfer, or termination of your Managed Account.

Expenses of a Fund are allocated pro rata to each class or series of units of a Fund based on the relative net asset value of each class or series of interests. These expenses are allocated to the Funds in accordance with MFG’s policies and procedures which have been designed to ensure that expenses are allocated in an accurate and appropriate manner. Funds may also invest in underlying funds, which will also bear their own expenses; this will reduce the returns of the underlying funds and in turn reduce the returns of the Funds. Please carefully review the offering documents of the Funds for more information on expenses payable by the Funds.

The Firm does not receive any compensation from third parties on any securities purchased in Funds.

 

TRANSACTION CHARGES

Transaction charges are any amount charged to a Client in respect of a purchase or sale of a security and includes any federal, provincial, or territorial sales taxes paid on that amount. Examples include, but are not limited to commissions or transaction fees.

Other transaction charges such as brokerage commissions on trades, dealer commissions, transaction fees etc. may be incurred in a Managed Account and paid to other parties. Such charges are not paid to the Firm.

The Manager receives a profit allocation over a specified performance threshold for certain Funds. The applicable Funds are not charged a performance fee. Please read the Fund offering document carefully, as well as the “Conflicts of Interest” section of this disclosure document, to ensure that you understand the potential conflicts of interest that may be raised in such circumstances.

 

IMPACT ON INVESTMENT RETURNS

Operating and transaction charges are paid by a portfolio and reduce the returns earned on a Client’s investments. Expenses within a portfolio are paid by the Client and deducted by portfolio assets. The effect of expenses being deducted every year not only reduces the portfolio’s return in any given year but has a compounding impact over time. This is because you lose any future return that would have been earned on the amount of fees had they stayed in the portfolio and been invested.

MFG provides an annual Report on Compensation and Other Charges (see below) as part of the end-of-year account statement to Clients which provides information on the Firm’s charges and other compensation received by the Firm in connection with Client investments. MFG also provides an annual Investment Performance Report which provides the performance returns earned by the Client on their investment and withdrawals made over various time periods, including since the inception of the account. This report also includes the rate of return the investment earned for the same periods.

7. CLIENT REPORTING

Clients receive the reports and information below with respect to their investments:

1. Trade Confirmations – Following each transaction of interests and each distribution by the Fund to a direct Investor (i.e., under the Firm’s EMD registration), the Firm will send, or cause to be sent, in a timely manner a trade confirmation statement to the direct Investor containing prescribed information concerning such transaction or distribution;

2. Account Statement – For all Clients, a quarterly account statement containing prescribed details of the transactions during the month, interests owned including position cost, market value, and settlement information;

3. Annual Investment Performance Report (“IPR”) – For all Clients. The IPR is provided as part of the year-end account statement and shows the money weighted returns on investment. This includes the opening and closing market value of all cash and securities in the account, change in the value of the account (both dollar and percentage terms for prescribed time periods), and the components of the change, e.g., deposits, withdrawals, and market growth. The IPR is intended to assist the Client in reviewing progress towards their investment goals.

4. Annual Report on the Firm’s Charges and Other Compensation (“ARCC”) – for Managed Accountholders. The ARCC is also provided as part of the year-end account statements and identifies the account operating and transaction charges paid by the client during the period covered by the report. As an EMD, MFG does not provide direct Investors with such a report because, as previously noted above, MFG does not charge and does not receive from direct Investor accounts operating or transactional costs associated with these accounts.

You should also receive a statement at least quarterly from your custodian, where applicable, and should review and compare these for consistency and accuracy based on your records.

 

8. COMPLAINTS

The Firm is committed to dealing with all Clients in a fair, open, and transparent manner. This includes responding in a timely manner to any questions or concerns about the Firm’s management of a Client account or the manner in which its services have been provided. The Firm maintains an ongoing membership with the Ombudsman for Banking Services and Investments (“OBSI”). OBSI may be utilized by a Client if they are not satisfied with the Firm’s decision with respect to a complaint. Please see Appendix A Error! Reference source not found.to this RDI for a description of the Firm’s complaint handling process and the procedure to be followed if you wish to have your complaint resolved by OBSI.

 

9. ENSURING WE KNOW OUR CLIENTS

Under Canadian securities and other federal legislation, the Firm and its registered individuals are subject to conduct rules relating to “know-your-client” (“KYC”) obligations. This obligation requires registrants to take reasonable steps to obtain and periodically update information about their clients. Certain KYC information is not required to be collected from certain Managed Accountholders who meet the definition of a non-individual “Permitted Client” and have waived this requirement in writing. Certain KYC information is not required to be collected from all direct Investors who meet the definition of a “Permitted Client” and have waived this requirement in writing. The waiver is optional and is included in the Firm’s client onboarding documentation.

The KYC process is an ongoing one which does not end after the initial KYC analysis is complete. The KYC process involves meaningful interactions and learning about a Client including, among other things information related to their identity and reputation, personal and financial information, investment needs and objectives, investment knowledge and experience, investment time horizon, risk profile and the name of a trusted contact person (explanations of these terms are provided at the end of this section, for your reference). For non-individual Clients, information concerning the nature of a prospective client’s business, control structure and beneficial ownership is also required. The purpose of collecting this information is to determine suitability of an investment, in order to protect the client, the registrant and the integrity of the capital markets.

The Firm also utilizes this information to verify that you are qualified as an accredited investor or otherwise satisfy the requirements of any other prospectus exemption relied upon to purchase interests in Funds.

The Firm collects the KYC information from Clients in the Firm’s client onboarding documentation which is then reviewed with a registered employee of the Firm. By completing and executing the KYC Form Clients consent to our collection, use and disclosure of their personal information as necessary to comply with applicable legislation, it being understood that this personal information may only be used and disclosed for the purposes it was collected.

We are required to keep this information current; therefore, we will update KYC information on at least an annual basis. At this time, we will provide you with a copy of the KYC information we have collected for your review and confirmation of accuracy and any changes. You can help us in this endeavor by providing us with new information on a timely basis and you should promptly advise us of any material changes to your life circumstances or investment objectives.

 

Definitions:

Identity/Reputation – verifying the identify of a Client to ensure “they are who they say they are,” determining if the Client is an insider or a reporting issuer or any issuer whose securities are publicly traded, and determining if there a concern about a Client’s reputation. MFG is required to confirm the accuracy of the information it collects and make a reasonable effort to determine, for example, the nature of the Client’s business or the identity of beneficial owners where the Client is a corporation, partnership, or trust.

Personal and Financial Information – For individuals, personal information refers to: date of birth, address and contact information, civil status or family situation, number of dependents, employment status and occupation, whether someone other than the Client is authorized to provide instructions on the account, and whether someone other than the Client has a financial interest in the account. For non-individuals, this includes: legal name, head office address and contact information, type of legal entity, i.e. corporation, trust, or other entity, form and details regarding the organization of the legal entity, i.e. articles of incorporation, trust deed, or other constating documents, nature of business, persons authorized to provide instructions on the account and details of any restrictions on their authority, and whether someone other than the Client has a financial interest in the account. Financial circumstances refer to annual income, liquidity needs, financial assets, net worth, and whether the Client is using leverage or borrowing to finance the purchase of securities. This is important to help us assess the size of your investment account with the Firm and fit it with your overall investment objectives and needs. This information is also important to assess your qualification as an accredited investor or to be able to rely on other prospectus exemptions.

Investment Needs and Objectives – A Client’s investment objectives are the results they want to achieve when investing, such as capital preservation, income generated by invested capital, capital growth or speculation. They may include liquidity, discussed above as an aspect of financial circumstances. This information is requested both for your investment with the Firm and for your overall investment portfolio, as your investment with the Firm might have a different objective depending on its proportion of your total financial assets.

Investment Knowledge and Experience – This includes the Client’s understanding of financial markets, the relative risk, and limitations of various types of investments, and how the level of risk taken affects potential returns. This information also plays a role in MFG’s assessment of the Client’s risk profile. Your experience in making investments in the past, e.g., your knowledge might be considered extensive if you follow the markets regularly and have traded in both fixed income, equity, and other securities.

Investment Time Horizon – This generally refers to the duration the Client wants to be invested for. The length of you investment time horizon impacts the types of investments that may be suitable for you. Clients with a longer investment time horizon may have a greater degree of flexibility when building a portfolio.

Risk Profile – Establishing a Client’s risk profile involves understanding the Client’s willingness to accept risk, sometimes referred to as risk tolerance (i.e., what is your tolerance for the possibility of losing money on your investment, recognizing that there is always a trade-off between risk and return), and their ability to endure potential financial loss, sometimes referred to as risk capacity (i.e., can you afford to take such a risk in the event of loss?). Risk tolerance and risk capacity are separate considerations that together make up a Client’s overall risk profile. This information is requested both for your investment with the Firm and for your overall investment portfolio, as your investment with the Firm might have a different risk tolerance depending on its objective and its proportion of your total financial assets.

Trusted Contact Person – an individual identified by a Client to MFG whom MFG may contact in accordance with your written consent. This person may be contacted in circumstances where MFG or its registered individuals have concerns about possible financial exploitation of an individual Client, concerns about an individual Client’s mental capacity as it relates to the ability of the Client to make decisions involving financial matters, there is a need to confirm or make inquiries about the name and contact information of a legal representative of the Client, or a need to confirm or make inquiries about the Client’s contact information.

10. SUITABILITY OF INVESTMENTS

Before making or recommending an investment in a proprietary product, MFG and its registered individuals are required to ensure that such trades are suitable for a Client and that the interests of Clients are placed ahead are in the interest of MFG/registered individuals. This suitability determination is based on the information collected from the Clients and well as the “Know-Your-Product” (“KYP”) due diligence conducted by MFG/registered individuals and is a matter of professional judgement. The impact of an investment in a portfolio on the overall financial situation of a Client is part of the suitability determination.

MFG/registered individuals are not required to make a suitability assessment for Managed Accountholders who meet the definition of a non-individual “Permitted Client,” or for any Direct Investor who meets the definition of “Permitted Client” and have waived this requirement in writing. The waiver is optional and is included in the Firm’s client onboarding documentation.

As an EMD, MFG’s business model is to distribute proprietary products only. MFG does not distribute securities of any other issuer. The suitability determination for a Direct Investor’s investment conducted by the Firm and its representatives will not consider the larger market of non-proprietary or third-party products or whether those non-proprietary products would be better, worse, or equal in meeting a Direct Investor’s investment needs and objectives.

As a PM when effecting a trade in portfolio securities for one or more of the Funds, MFG/registered individuals are obligated to ensure such trades are suitable and in line with the investment objectives and constraints set out in the applicable Fund’s offering documents.

11. TRUSTED CONTACT PERSON (“TCP”)

MFG will ask individual Clients to provide us with the name and contact information of a TCP, who is an individual we may contact in accordance with your written consent. You may appoint a TCP, decline to appoint a TCP, or revoke or change a previously appointed TCP, by completing the Firm’s client onboarding documentation.

A TCP is intended to be a resource for the Firm to protect your financial interests or assets when responding to possible circumstances of financial exploitation or concerns about your mental capacity. A TCP could also be utilized by the Firm to confirm or make inquiries about the name and contact information of your legal guardian, an executor of an estate under which you are a beneficiary or a trustee of a trust under which you are a beneficiary.

When you provide us with a name of a TCP, you confirm to us that you have the consent of that person to provide us with their name and contact information and that the person knows you are naming them as your trusted contact.

A TCP does not replace or assume the role of a client-designated attorney under a power of attorney, nor does the TCP have the authority to transact on your account or to make any other decision on your behalf by virtue of being named a TCP. A client-designated attorney under a power of attorney can be named as a TCP, but the Firm encourages you to name an individual who is not involved in making decisions with respect to your account. A TCP should not be your dealing representative or advising representative of your account.

When concerns about financial exploitation or mental capacity to make decisions involving financial matters arise, the Firm will speak to you about concerns they have with your account or wellbeing before contacting others, including your TCP.

You may name more than one TCP on your account. We encourage you to name a TCP who is trusted, mature and has the ability to communicate and engage in potentially difficult conversations with the registrant about your personal situation.

If your consent has been obtained, the Firm might contact your TCP in the circumstances set out in the applicable consent. When contacting your TCP, the Firm will be mindful of privacy obligations under applicable privacy legislation and client agreements relating the collection, use and disclosure of personal information.

12. TEMPORARY HOLDS ON ACCOUNTS

Registered firms and individuals can be in a unique position to notice signs of financial exploitation, vulnerability, and a lack of mental capacity in clients because of the interactions they have with them and the knowledge they acquire through the client relationship. If the Firm reasonably believes that financial exploitation of a vulnerable individual Client has occurred, is occurring, has been attempted, or will be attempted, or that an individual Fund Investor lacks mental capacity to make decisions involving financial matters, the Firm may place a temporary hold on the Client’s account in accordance with applicable securities laws. Temporary holds will not be placed on an entire account, but only applied to a specific transaction, and each transaction will be reviewed separately.

The Firm will notify you in writing of any temporary hold. The temporary hold will be reviewed frequently, as decided by the CCO, to confirm that it remains appropriate. If a temporary hold is continued, the Firm will provide further notice to you of the reasons why the temporary hold is continuing. When the temporary hold is lifted, the Firm will issue a letter to you documenting the Firm’s decision and rationale for allowing or disallowing the transaction or withdrawal.

13. BENCHMARKS

Generally, benchmarks show the performance over time of a select group of securities. Investment benchmarks provide a broad measure of returns generated by specific stock market indices or asset classes over a given time period. A client may assess the performance of their investment by comparing it to a benchmark. Benchmarks are also helpful for developing realistic expectations about the returns that a client’s portfolio can generate over the long term. However, it is important to note that the composition of a benchmark may not be the same as a client’s investment portfolio.

There are various benchmarks that clients can use to measure the performance of any given investment. When evaluating the performance of any investment, it is important to compare it against an appropriate benchmark that replicates the security or portfolio you are monitoring as closely as possible for the comparison to be meaningful. Examples of benchmarks would include the S&P/TSX Composite Index for Canadian stocks, the DEX Universe Bond Index for Canadian bonds and the S&P 500 Index for U.S. stocks. For a portfolio composed of securities from several different asset classes, the appropriate benchmark may be a blend of indices weighted according to the portfolio’s asset mix. Comparatively, the S&P/TSX Composite Index would not be an appropriate benchmark if investments are diversified in other products or geographic areas or limited to a narrower investment mandate.

For regulatory purposes, the use of benchmarks for investment performance reporting by a registered firm, is optional. MFG, as a PM, seeks to add value for Clients by investing in securities that will outperform a relevant general benchmark overall. Reference to an index by the Firm does not imply that a portfolio or investment strategy will achieve returns, volatility, or other results similar to the index. Benchmarks should be considered only as a guide as they also do not include operating or transaction charges or other costs associated with investing or the same currency. The return earned in a Client’s account can also be impacted by the timing and amount of deposits and withdrawals in the account. Due to the nature and composition of portfolios, MFG does not compare performance of portfolios to any benchmark.

14. RELATED & CONNECTED ISSUERS

Prior to trading with or advising clients, dealers and advisers are required to inform those clients of any relevant relationships and connections with an issuer of securities. A potential for conflicts of interests may arise when an adviser or dealer is recommending investments in related or connected issuers, from which it may receive compensation or otherwise has a relationship. See item 1 below under “Conflicts of Interests Disclosures”, for further information).

The terms “Influential Securityholder,” “Related Issuer,” and “Connected Issuer” used throughout this document are defined as follows:

• Influential Securityholder – An influential securityholder exercises influence over an issuer on the basis of direct or indirect ownership of securities aggregating more than 20% of the voting rights or entitlements to distributions of an issuer (or more than 10% if accompanied by the entitlement to nominate at least 20% of a board of directors).
• Related Issuer – A person or company is a related issuer to another person or company if the first person or company is an influential securityholder of the other person or company, the other person or company is an influential securityholder of the first person or company, or each of them is a related issuer of the same third person or company.

• Connected Issuer – For MFG, a connected issuer means an issuer/selling securityholder distributing securities if the issuer/selling securityholder or a related issuer of the issuer/selling securityholder has a relationship with any of the following persons or companies that may lead a reasonable prospective purchaser of the securities to question if the registrant and the issuer/selling securityholder are independent of each other for the distribution:
  • MFG;
  • a related issuer of MFG;
  • a director, officer, or partner of MFG;
  • a director, officer, or partner of a related issuer of MFG.

The definition of Related Issuer focuses on the ownership of securities of an issuer that enables a party to cast more than 20% of the votes for the election or removal of directors. The definition of a Connected Issuer means an issuer that has a relationship with certain identified parties such that a reasonable prospective purchaser may question whether the issuer and the registrant are independent of each other for the purposes of the distribution. The related and/or connected issuers of MFG are listed in Appendix B.

15. PRIVACY NOTICE

MFG has established this privacy policy to comply with applicable federal and/or provincial legislation regarding the collection, use, disclosure, and protection of Personal Information (as defined below) of individual investors in prospectus exempt securities or separately managed accounts (collectively “Clients”). MFG is committed to protecting Personal Information and MFG employees are responsible for and obligated to always protect such information.

Personal Information

“Personal Information” is defined as information that identifies an individual and includes, but is not limited to, their name, email, address, age, marital status, race/nationality, financial records, religion, or social insurance number.

Clients are requested to notify MFG as soon as possible of any changes, deletions, or corrections to their Personal Information so that MFG may keep such information up-to-date.

 

Purposes of Collection, Use and Disclosure of Personal Information and Client Consent

MFG collects and maintains Personal Information about Clients in connection with the offering and sale of interests in MFG private investment funds, the opening and operating of managed accounts, Client communications, or otherwise as required by law. MFG collects and maintains Personal Information in order to:

• Establish, service and administer Client accounts (such as providing tax receipts, transaction confirmations, statements; investment fund financial statements, and other information that may be requested or needed to service these accounts);
• Establish the identity of a Client or an authorized individual;
• Assess a Client’s eligibility in a MFG fund;
• Execute transactions;
• File with applicable Canadian regulatory authorities a report setting out a Client’s name, address, telephone number, email address and other information relating to a Client, the class and series of Interests issued, the date of issuance, the purchase price of Interests issued to a Client and other details of the distribution;
• Protect MFG and its Clients from error and fraud;
• Comply with anti-money laundering/anti-terrorist financing and other regulatory requirements; and
• Establish MFG’s legal rights or defend against legal claims.

Personal Information collected from a client includes name, address, date of birth, and social insurance number; MFG typically collects this information from the following sources:

• Subscription agreements submitted by an investor or prospective investor;
• Investment management agreements;
• Transactions with MFG or any of its affiliates;
• Communications between MFG and a Client; and
• Other information provided.

Personal Information shall not be used or disclosed for purposes other than those for which it was collected. MFG may disclose Personal Information to third parties and to MFG affiliates, when necessary and without the consent of a Client, including:

• financial service providers, such as banks and others used to finance or facilitate transactions by, or the operations of, a MFG Fund and/or managed account;

• other service providers to a Fund and/or managed account such as fund administrators, accounting, legal, or tax preparation services; and

• regulatory, tax or other government authorities and agencies. MFG will only disclose Personal Information to a governmental entity or other regulatory or self-regulatory organization when required to do so by such laws and regulations, or by court order.

The collection of Client information will be limited to that which is necessary for MFG to provide services to a Client and for third-party service providers to be able to provide services to MFG, its Funds and/or managed accounts. Before MFG may use Personal Information for a purpose not previously identified to a Client, the new purpose shall be identified and consent will be obtained from the Client before the information is used for the new purpose (or the client may opt-out), unless the use is otherwise required by law.

Security Safeguards

MFG maintains physical, technological, and organizational controls consistent with regulatory standards to safeguard Personal Information in its possession. Reasonable security safeguards have been implemented to help protect Personal Information from loss, misuse, unauthorized access, or disclosure. These measures include, but are not limited to:

• Restricted physical and system access controls;
• Safeguards to detect and prevent security system failures;
• Use of secure user authentication protocols for access to records with Personal Information;
• Use of reasonably up-to-date firewall protection and operating system security patches;
• Use of reasonably up-to-date versions of system security agent software including malware protection and virus definitions;
• Reviewing safeguarding controls of service providers who receive Personal Information as part of the provision of MFG services; and
• Employee training on MFG’s privacy obligations.

MFG remains responsible for Personal Information it has disclosed to third parties and endeavors to protect this information through contractual agreements. MFG does not sell or lease Personal Information to third parties nor does it share Personal Information with third parties for their marketing purposes.

Notwithstanding the controls, there remains a residual risk of a breach of security safeguards which could result in a real risk of significant harm. See section “Breaches and Risk of Harm” below for MFG’s reporting and notification procedures to deal with a privacy breach which results in a real risk of significant harm to an individual.

In the event of a sale, transfer, or reorganization of MFG, MFG may disclose Personal Information to the acquiring organization, but will require the acquiring organization to agree to protect the privacy of Personal Information in a manner that is consistent with this privacy policy.

Personal Information will be retained for at least seven years following the end of the relationship (unless there are legal requirements that require its retention) after which all documentation will be destroyed in a manner commensurate with its sensitivity.

Website

When a Client accesses MFG’s website, MFG collects device information in order to render its website. For the purpose of this policy device information is not considered to be Personal Information, and therefore, this information is not stored. MFG does not use cookies on its website.

Client Access to their Personal Information

MFG's Chief Financial Officer has been appointed Chief Privacy Officer ("CPO"). The CPO oversees privacy governance including the development of policies, adherence to procedures, training, and education, reporting to MFG’s Board, and dispute resolution. Clients may contact MFG’s Chief Privacy Officer in writing if they wish to:

• access their Personal Information;
• correct their Personal Information;
• withdraw consent to any use and disclosure of their Personal Information (however, this may limit the Client’s opportunity to access MFG’s services or products);
• obtain more information or have concerns; and
• file a complaint relating to how MFG has handled their Personal Information (if a Client is dissatisfied with the results of an investigation of a complaint, they may bring the complaint to the attention of the Office of the Privacy Commissioner of Canada (“OPC”)).

Costs associated with the provision of Personal Information further to a Client’s written request are borne by the Client. Requested information will generally be provided within 30 days of the request being made. MFG’s Chief Privacy Officer may be contacted at:

Meckelborg Financial Group Ltd.

300, 728 Spadina Cres East

Saskatoon SK S7K 3H2

T: (306) 933-9993

Email: mindy@mfgltd.com

Breaches and Risk of Harm

MFG is subject to reporting and notification obligations in the event a privacy breach occurs which results in a real risk of significant harm to an individual. A privacy breach is the loss of, unauthorized access to, or disclosure of, Personal Information resulting from a breach of an organization's security safeguards. A real risk of significant harm includes but is not limited to damage to reputation or relationships, identity theft, humiliation, or financial loss.

In the event of a privacy breach, MFG will investigate and assess the implications of the breach as soon as feasible. Where MFG has determined the breach creates a real risk of significant harm to an individual, MFG will investigate the matter, report to the OPC and notify affected individuals as soon as feasible, and take remedial measures as applicable.

 

 

 

CONFLICTS OF INTEREST DISCLOSURE

Under applicable securities regulations, MFG, in its role as a registered adviser, dealer and investment fund manager, is required to take reasonable steps to identify material conflicts of interest that could arise between MFG (including each individual acting on its behalf) and its clients. Further, if a reasonable client would expect to be informed of the nature and extent of an identified material conflict of interest, MFG must disclose that conflict of interest to them.

Under Canadian securities laws, a conflict of interest includes any circumstance where:

• the interests of different parties, such as the interests of a client and those of a registrant or an individual acting on a registrant’s behalf, are inconsistent, competing, or divergent;

• a registrant or an individual acting on a registrant’s behalf may be influenced to put their interests ahead of their client’s interests; or

• monetary or non-monetary benefits available to a registrant or an individual acting on a registrant’s behalf, or potential detriments to which a registrant or an individual acting on a registrant’s behalf may be subject, may compromise the trust that a reasonable client has in their registrant.

Under securities laws, as a registrant, MFG and its employees have a general obligation to deal fairly, honestly and in good faith with its clients. As an adviser, MFG and certain employees also have a fiduciary duty under common law to place the interests of the Funds ahead of their own interests. Finally, as an investment fund manager, MFG has a statutory obligation to exercise the degree of due care, diligence, and skill that a reasonably prudent person would exercise in the circumstances. These obligations require MFG and its employees to act in the best interests of clients legally and ethically.

MFG’s policies and procedures for managing material conflicts require the Firm and its staff to identify material conflicts of interest that might arise among MFG, each individual acting on MFG’s behalf and its clients. This enables MFG to then ensure that it addresses those conflicts in the best interest of a client. Where a material conflict cannot be addressed in the best interest of a client, MFG will seek to avoid the conflict.

The following disclosure provides clients with a description of the material conflicts of interest that MFG has identified, the nature and extent of the material conflict, the potential impact on and risk that the material conflict could pose to a client, and how the material conflict has been or will be addressed. From time to time, other conflicts of interest may arise. MFG will continue to take appropriate measures to identify material conflicts and respond to such situations fairly and reasonably and in the best interests of its clients. Accordingly, this disclosure document will be updated and provided to clients in a timely manner. These disclosures are being provided so clients may independently assess if the identified conflicts are significant to them.

MFG has considered several other possible conflicts of interest which have not been identified below but that are generally relevant in the investment industry. MFG has determined that these other conflicts are either immaterial or not applicable to its current business. Please contact the Portfolio Manager/Partner responsible at benoit@mfgltd.com or by telephone at (306) 933-9993, if you have any questions.

1.Recommending Proprietary Investment Products

Inherent conflicts of interests exist when an adviser or dealer trades in or recommends investments in related and/or connected issuers, including its proprietary (i.e., its own) products or services, from which it may receive monetary or non-monetary benefits but where the investment might not be suitable for a client. As a dealer of a private fund, a registrant may earn trading fees or commissions on such trades. As an adviser to a private fund, a registrant may receive ongoing management fees from increased assets under management, and/or performance fees/allocations if those assets increase in value.

At the date of publication of this document, MFG’s related and/or connected issuers are listed in Appendix B. MFG does not take significant positions in issuers that are deemed to be, or constitute, de facto positions of control. MFG does not seek to influence management of those companies by seeking board seats, launching proxy battles, or offering financial sponsorship.

The potential impact or risk to a client regarding this type of conflict matter is that a client may have limited investment options available to them or that a recommended related or connected issuer may not be suitable for a client. The suitability determination conducted by the Firm and its representatives may not consider the larger market of non-proprietary products or whether those non-proprietary products would be better, worse, or equal in meeting the client’s investment needs and objectives. Additionally, there may be restrictions or limitations in redeeming investments made.

As a dealer, MFG only distributes securities of its proprietary Funds, which are related issuers to MFG. MFG is not in the business of distributing private or other funds/investment products managed or issued by third-parties.

As an adviser, MFG currently advises Managed Accounts which include investing in its Funds.

MFG manages this conflict in the best interest of a Client in the following manner:

• As adviser, MFG only invests in its Funds where such investments meet the Client’s investment needs, objectives and time horizons.

• MFG does not offer financial incentives to its individual registrants to have Clients invest in proprietary products/related or connected issuers.

• MFG has policies and procedures to ensure investments decisions in proprietary products are suitable based on a robust “Know-Your-Client” (“KYC”) process (unless a client, determined to be an applicable “permitted client” has waived this obligation in writing). MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.

2.Internal Compensation Arrangements and Incentive Practices for Individual Registrants

Inherent conflicts of interest exist where a registered firm creates internal compensation incentives for its individual registrants (such as sales or revenue targets) to recommend certain products or services. An individual registrant may be biased in recommending a product or service due to the compensation arrangement/incentive practice in place or the negative consequences of not achieving the sales/revenue targets.

The potential impact or risk to a client regarding this conflict matter is that an individual registrant may be biased in trading in or recommending a particular investment product or service due to the compensation arrangement in place, and not consider the suitability of a product or the appropriateness of the service.

As a dealer, MFG does not receive any compensation for distributing its own Funds to Clients. As an adviser, MFG receives management fees to manage its Funds and MFG may also receive a profit allocation where the performance of the Fund exceeds an established high-watermark.

As a matter of corporate policy, the compensation of individual advisers is not tied to investments made in MFG products or services provided. Individual dealing representatives (who are not partners of the Firm) may receive a small nominal gift (in the form of a gift card) once targeted annual asset targets are reached (i.e., $250 gift card).

MFG manages this conflict in the best interest of a client in the following manner:

• MFG does not provide compensation or incentive arrangements (including sales or revenue targets) to registered individuals in respect of distributing Funds or making non-Fund investments in Managed Accounts.
• Any compensation or incentive arrangements to registered individuals in respect of advising activities are discretionary and directed at the contribution to the overall performance of a particular client and not for trades or recommendations to invest in a particular product or service.
• MFG has policies and procedures to ensure that all investments (including in proprietary products) by Clients, and investment decisions for Funds, are suitable based on a robust KYC process (unless a Client, determined to be an applicable Permitted Client has waived this obligation in writing). MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.

3.Compensation of Supervisory and Compliance Staff

Inherent conflicts of interest exist where the compensation of a registered firm’s supervisory or compliance staff (whether registered or not) is tied to sales or revenue targets, and which induce those staff to prioritize these targets. The compliance or supervisory staff may not appropriately oversee individual registrants and ensure that recommended products or services are suitable/appropriate for a client, if they have concerns about not achieving the compensation incentives arising from those financial targets.

The potential impact or risk to a client regarding this conflict matter is that a trade or recommended investment product or advisory service may not be suitable for a client.

MFG manages this conflict in the best interest of a client in the following manner:

• MFG does not provide compensation or incentive arrangements (including sales or revenue targets) to supervisory or compliance staff in respect of distributing Funds or its advisory activities.

• Any compensation or incentive arrangements to supervisory or compliance staff in respect of advising activities are discretionary and directed at the contribution to the overall performance of a particular client, not directly linked to overall firm performance.

• MFG has policies and procedures to ensure investments in proprietary products by dealer clients, and investment decisions for adviser clients, are suitable based on a robust KYC process (unless a client, determined to be an applicable Permitted Client has waived this obligation in writing). MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.

4.Fee-Based Accounts

Conflicts may arise if a client is in a fee-based account and that account holds securities with embedded commissions.

The potential impact or risk to a client regarding this conflict matter, is that a client will incur two types of charges on the same investment product.

MFG manages this conflict in the best interest of a client in the following manner:

• The Firm does not charge account level fees for its dealer clients.
• For advising clients, the Firm charges management fees at the account level and does not charge any management fees at the Fund level. Therefore, clients are not "double charged".
• The Firm does not invest in underlying securities in any portfolios that have embedded commissions. However, if this were to change, whereby if any product has any embedded commissions, the asset will be tagged in the Firm's portfolio management system as being non-feeable to avoid a double charge. As a matter of policy, MFG will not earn both types of compensation on any product within a fee-based account.
• Fees applicable to a portfolio are charged in accordance with the portfolio/Fund offering documents.

5.Outside Activities (including Serving on a Board of Directors of an Issuer)

Conflicts may arise when registered individuals are involved in activities not directly related to the registrant’s regulated activities. Those conflicts have the potential to be most acute when the registered individual owes fiduciary or other legal obligations in connection with those outside activities, but may also arise as a result of compensation received for the outside activities or due to the time commitment required for the outside activities.

One notable instance of this conflict can arise when a registered individual serves on the board of directors of another entity, including on the board of directors of a reporting issuer. The associated conflict may arise from tension between the fiduciary duties owed by the individual to the other entity and the individual’s obligations to the registrant and its clients. Additionally, there may be conflicts in relation to matters of insider or confidential information, trading, timely disclosure, and conflicting demands on the individual’s time.

A registered individual in a “position of influence” or acting as a director/officer/partner/adviser to another organization (a non-issuer) may also raise a conflict of interest due to competing interests of time or compensation, or the potential for undue influence over a potential client. As well, client confusion may arise as to which entity the client is dealing with.

The potential impact or risk to a client regarding this conflict matter is that an individual registrant may put the interests associated with the various outside activities ahead of the registered individual’s obligations and responsibilities to the registered firm and its clients, which may result in, among other things, unsuitable investments recommended to or traded in for a client.

MFG manages this conflict in the best interest of a client in the following manner:

• MFG has established policies and procedures that govern outside activities of employees. These include a notification and pre-approval process to identify and address any potential conflicts, and to restrict any outside activity that would interfere or give the appearance of interfering with an employee’s ability to act in the best interests of, or perform work for, MFG and its clients.
• The CCO monitors outside activities of registered individuals on an ongoing basis to identify and address any new conflicts arising from changes to activities.
• Outside activities of registered individuals are disclosed to the Canadian securities regulators.
• MFG has policies and procedures to ensure investments trades in proprietary products and investment decisions for adviser clients, are suitable based on a robust KYC process (unless a client, determined to be a Permitted Client has waived this obligation in writing). MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.

Where a registered individual has a position on the board of a public issuer, the associated conflicts of interest are addressed in the best interest of a client as follows:

• The process to approve such outside activities includes considering additional mitigating controls whenever an individual is considering taking a position on the board of a reporting issuer. For example, where applicable, MFG establishes conflict walls or comparable controls to prevent confidential information moving from a person acting as a member of a board of a reporting issuer, to other employees of the Firm.
• Registered individuals serving on the board of a reporting issuer are not permitted to be involved in the investment decision making process nor trading activities relating to the reporting issuer, in a Fund.
• MFG maintains a “restricted securities list” which is used to ensure material non-public information which may have been received from a reporting issuer is not traded upon either personally or for any Client portfolio.

MFG will determine if it is in the best interests of its Clients for registered individuals to act as directors of issuers, given the increased ability of MFG, through a board seat, to seek to positively influence and to monitor the management of the issuers. (See item 9 below for additional information).

6.Referral Arrangements

Conflicts arise when registrants receive or pay referral fees from affiliated entities or third parties. The associated conflict may arise where the registrant is incentivized to distribute or trade in securities, or maintain a client in an investment, due to the associated benefit. Additionally, a conflict may arise if clients are paying more for the same or similar products with the registrant. The potential impact or risk to a client regarding this type of conflict matter is that a client may have limited investment options presented to them due to the referral arrangement or investments made or held may be unsuitable for the client.

At the time of publication of this document, MFG has not entered into any referral arrangements; however, it may do so in the future. If such arrangements are entered into, MFG shall manage this conflict in the best interest of a client in the following manner:

• The Firm has established policies and procedures regarding referral arrangements. These include ensuring the terms of the referral arrangement are set out in a written agreement formal agreement and the recording and monitoring of all referral fees.
• Prior to taking on a referred client, MFG will provide a disclosure to the Client which includes prescribed regulatory information. Changes to the written disclosure document are to be provided to the affected client, as soon as possible and no later than the 30th day before the date on which a referral fee is next paid/received.
• MFG has policies and procedures to ensure investments decisions in proprietary products are suitable based on a robust “Know-Your-Client” (“KYC”) process (unless a client, determined to be an applicable “permitted client” has waived this obligation in writing). MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.
• Investment decisions for a portfolio are made by the Investment Committee.
• The Firm’s Chief Financial Officer reviews and monitors all referral arrangements and fees remitted on a regular basis.

7.Allocation of Fund Expenses

Investment funds generally pay management fees and operating expenses to cover the various costs of their operation. The management agreement or material contracts between a fund and the investment fund manager generally sets out which services are intended to be covered by the management fees and which services are covered by the fund’s operating expenses. As the investment fund manager (i) typically executes the management or material contracts on its own behalf and also on behalf of the investment funds it manages, and (ii) exercises discretion over the allocation of expenses, the investment fund manager may have a conflict of interest when allocating expenses between itself and these investment funds. In particular, they may wish to allocate more expenses to a fund than should be allocated, in order to reduce their own costs, and therefore, increase their own profits. Inappropriate charging of expenses can be a breach of an investment fund manager’s standard of care.

The potential impact or risk to a client regarding this conflict matter is that an investment fund manager may charge excessive expenses to an investment fund it manages, which in turn would negatively impact returns of the investment fund and its investors.

MFG manages this conflict in the best interest of a client in the following manner:

• Investment fund offering documents and other legal agreements outline the expenses that may be charged by MFG to a Fund. MFG charges expenses to Funds in accordance with these offering documents.
• MFG has established policies and procedures to minimize any conflicts relating to expenses charged to Funds, including establishing an allocation methodology and approving and monitoring of all expenses charged to Funds by the CCO on an ongoing basis to ensure compliance with the established policies and procedures.

8.Use of Client Brokerage Commissions (“Soft Dollars”), Best Execution and Broker Selection

Conflicts arise with the allocation of client brokerage commissions by an adviser, and collateral benefits offered by external dealers (aka soft dollars) to advisers. The associated conflict arises because an adviser’s discretion to allocate client commission dollars among executing dealers may be based on criteria that serves their own interests rather than a client’s interests. These situations include but are not limited to: choosing a broker that has higher execution costs than another broker in order to obtain research and other services that the adviser would otherwise have to pay for; or brokers providing research or trade execution services at a reduced or no cost in exchange for brokerage business from the adviser.

The potential impact or risk to a client regarding this conflict matter is that an adviser may trade excessively in an investment fund to generate these client brokerage commissions or direct trades to certain brokers who provide research and trade execution services at reduced or no rates, rather than on the basis of seeking best execution. These situations may result in increased operating costs for the investment fund and reduced returns for the client.

At the current time, MFG does not engage in any soft dollar activities and has policies and procedures to this effect.

9.Trades for a Managed Accounts where a Responsible Person is a Partner / Director Officer of an Issuer

Conflicts may arise if a “responsible person” recommends or purchases securities of an issuer, where the responsible person is a partner/director/officer of that issuer. The responsible person may be incentivized to invest in the issuer due to their position at the issuer and the associated potential benefits, rather than because the investment is in the best interests of a client. These transactions are prohibited unless appropriate disclosure is provided to, and written consent is received from, the client prior to the purchase.

For a registered adviser, a “responsible person” is defined as:

• the adviser (i.e., both a registered firm and individual registered as an advising representative)
• a partner, director, or officer of the adviser and
• each of the following who has access to, or participates in formulating, an investment decision made on behalf of a client of the adviser or advice to be given to a client of the adviser:
  • an employee or agent of the adviser
  • an affiliate of the adviser or
  • partner, director, officer, employee, or agent of an affiliate of the adviser.

This conflict-of-interest overlaps with conflicts arising from outside activities, set out above in item #4 above.

The potential impact or risk to a client regarding this conflict matter is that an adviser may invest in the issuer to the detriment of a client due to the potential personal benefits the adviser may derive from increased investment in the issuer.

MFG manages this conflict in the best interest of a client in the following manner

• MFG has policies and procedures to ensure investments for its Funds are suitable based on a robust KYC process unless a client, determined to be an applicable Permitted Client has waived this obligation in writing). MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.
• Where appropriate, a responsible person is separated from the investment decision-making process and trading activities relating to the issuer.
• MFG discloses this conflict to investors in the applicable Fund; the disclosure shall be provided to, and the consent obtained from, each security holder of the investment fund. MFG may provide this disclosure in the applicable offering memorandum that is provided to investors, IMA, or separately.
• The CCO monitors Fund trades where a responsible person at MFG is a director/officer/partner of an issuer to ensure the conditions laid out in the exemptive relief are adhered to.

10.Restrictions on Trades with Certain Investment Portfolios

Conflicts may arise where an adviser recommends or effects a trade between clients of the adviser, or between a client and the adviser (or its personnel). These transactions are known as “cross trades.” These conflicts include inter-fund trades where the adviser for an investment fund knowingly directs a trade in portfolio securities to another investment fund that it acts for, or instructs an external dealer to execute the trade with the other investment fund. This leads to an inherent conflict of interest since the adviser is effectively negotiating for both sides of the trade (i.e., with respect to the sale of such investment between the funds as it manages both the selling fund that controls the portfolio asset and the follow-on fund purchasing the investment in the portfolio asset). The adviser may be incentivized to benefit one fund over the other to maximize its fees. It should be noted that Canadian securities laws generally prohibit these cross trades between investment funds outright (with limited exceptions for public prospectus qualified investment funds) unless exemptive relief has been obtained.

The potential impact or risk to a client regarding this conflict matter is that an adviser may recommend or effect trades that are not in the best interests of each adviser client, may preference the interests of one adviser client over another adviser client, or of the adviser (or its personnel) over an adviser client, or which may increase costs to the adviser client. In turn, investors in a fund may be negatively impacted.

MFG does not engage in any cross-trading activities and has policies and procedures to this effect. Additionally, MFG also has policies and procedures to ensure investments within a portfolio are suitable based on the objectives and restrictions of each portfolio.

11.Sale of Securities of the Registrant or its Affiliates to Clients

Conflicts may arise when registrants sell securities in themselves or affiliates to prospective or existing clients, as the activity combines the client relationship with the registrant’s own financing activities. Members of the Firm’s management team are shareholders in the Firm, as well as being Clients of the Firm.

As a matter of policy, the registrant will not sell interests in the firm to any independent/third-party client.

The potential impact or risk to a client is that it becomes unclear whether the registrant is acting on behalf of clients or in its capacity as an issuer (whether acting as adviser for a managed account or as an EMD).

MFG manages this conflict in the best interest of a client in the following manner:

• Disclosure to Clients in this Relationship Disclosure.
• MFG has a strict prohibition on selling interests in the Firm to an independent/third-party Client.

12.Personal Trading

Conflicts may arise if registered individuals (and other employees) are permitted to trade in the same securities considered for or held by client portfolios, in their personal investment portfolios.

The potential impact or risk to a client regarding this conflict matter is that an individual registrant (and other employees) may give priority to the performance of their personal investment portfolio to the detriment of client portfolios. The associated conflict may also raise a number of issues, including but not limited to, front running trades by investment fund clients and retaining certain investment opportunities for personal portfolios.

MFG manages this conflict in the best interest of a client in the following manner:

• MFG has policies and procedures which impose various restrictions on personal trading, including requiring pre-clearance of personal securities transactions and post-trade monitoring by the CCO.
• Personal trading is not permitted in issuers that MFG has placed, or is considering placing, in client investment accounts, as well as in issuers on MFG’s restricted list.

13.Gifts and Entertainment

Conflicts of interest may arise where a firm or registered individual of the firm is provided benefits (including gifts and entertainment) by a party with which the registered individual or firm interacts on behalf of clients, or where the registered individual or firm provides comparable benefits to third parties. The associated conflict arises because registrants may be incentivized, or may incentivize others, through the provision or receipt of such benefits, in a manner that may compromise objective and independent business decisions, to the detriment of clients.

The potential impact or risk to a client regarding this conflict matter is that the exchange of frequent and/or extravagant gifts and business-related entertainment may impair the independence and/or objectivity of the recipient, which could impact investment management decisions, trading activities, or expenses incurred by an investment account to the detriment of clients.

MFG manages this conflict in the best interest of a client in the following manner:

• MFG has policies and procedures (including a Code of Conduct) which governs the provision/receipt of gifts and business entertainment to/from persons or entities with which MFG has an existing or potential business relationship. Employees of MFG may give or accept gifts or business entertainment of only a nominal prescribed value per person per year and only where such gifts or entertainment given or received in connection with services provided to clients are not so frequent or so large as to compromise the employee’s independence or objectivity.

• MFG has policies and procedures to ensure investments in its Funds by dealer clients, and investment decisions for adviser clients, are suitable based on a robust KYC process unless a client, determined to be a “permitted client” has waived this obligation in writing). MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.

14.Valuation

Conflicts of interest may arise when a registrant is involved in the valuation of securities held in client accounts. The conflict may arise where the registrant is incentivized (via management, performance, or account fees) to establish higher values in pricing portfolio positions. Inflating valuations may also help the registrant by overstating investment fund performance thus potentially attracting additional client investment, thereby increasing assets under management, which in turn may increase asset-linked fees.

The potential impact or risk to a client regarding this conflict matter is that securities in a portfolio could be overvalued, which could increase management, performance and/or account fees, or cause an investor in a fund to overpay for their investment in that fund.

MFG manages this conflict in the best interest of a client in the following manner:

• MFG has established policies and procedures governing the valuation of securities, in accordance with applicable recognized accounting standards and industry practices governing the fair valuation of investments. Valuation of investments is overseen by MFG’s Pricing Committee.
• The fund administrator for Fund clients values Fund investments in accordance with MFG’s policies and procedures (including an established pricing matrix) and offering documents for each Fund. Any changes or overrides to policies and procedures must be properly documented and approved by the Pricing Committee.
• Valuations of investments made by Clients are reported in client statements and performance reports unless a client, determined to be a non-individual Permitted Client.

15.Proxy Voting

Conflicts of interest may arise when an adviser has the discretion to exercise voting rights arising from client portfolio holdings, and has incentives to not exercise those rights in the best interest of the client and/or where the registrant can derive benefits from the exercise of those rights that do not accrue entirely for the benefit of the client portfolio generating the voting rights (such as where the adviser has a material relationship with a proponent / opponent of a particular initiative that is the subject of the voting process, or with a service provider retained to solicit proxy votes for a proponent/opponent).

The potential impact or risk to a client regarding this conflict matter is that proxies may not be voted in the best interest of a client, and instead be voted in a manner that benefits the adviser.

MFG generally has discretion in voting the portfolio securities purchased on behalf of advisory clients and manages this conflict in the best interest of a Client in the following manner:

• MFG has established policies and procedures providing guidance on voting guidelines and governing the exercise of voting rights, which are designed to promote the best interests of client portfolios, rather than MFG’s interests.
• Proxies voted are reviewed periodically by the CCO to ensure that voting was conducted in the best interests of clients.
• MFG has established policies and procedures such that registered individuals are required to disclose any potential conflicts of interest relevant to voting rights, including business relationships with issuers, as part of their outside activities. Additionally, where appropriate, the registered individual is separated from investment decision-making relating to the exercise of voting rights.

16.Marketing Practices

Conflicts of interest may arise from the discretion that a registered firm has over marketing materials (and representations included in those materials) made to current and prospective clients. The conflicts may arise given that attracting and retaining investment capital is critical to the profitability and general success of the registered firm. The registrant may have an incentive to misrepresent or overstate various evaluation metrics (including but not limited to investment performance, strategy, and service offerings) in order to influence capital allocation decisions of current and prospective clients, possibly to the detriment of those clients. For example, key representations may include historical and hypothetical portfolio returns, prior track records from other firms / registrants, and sample investment case studies.

The potential impact or risk to a client regarding this conflict matter is that a decision to establish a relationship with the registered firm may be based on misleading or exaggerated information provided to the client, and not on the basis that the advancement of such a relationship should be based on the best interest of a client. In turn, this could result in unsuitable investments being made on behalf of a client.

MFG manages this conflict in the best interest of a client in the following manner:

• Marketing materials are reviewed and approved by the CCO prior to use or distribution, to ensure information is accurate, complete, not misleading and can be substantiated.

• Performance metrics are required to be calculated in accordance with established policies and procedures.

• Performance criteria are disclosed in accordance with regulatory obligations.

• Detailed disclosure of applicable calculation criteria is specified when providing hypothetical or back tested performance.

• Fund returns are determined by the Fund administrator and not by MFG.

• MFG does not actively market its products or services to the public.

17.Fair Allocation of Investments Amongst Clients

Conflicts of interest may arise if investment opportunities are not allocated across different clients in a fair and reasonable manner. A registrant may have an incentive (such as increased fees) to allocate superior investment opportunities to new clients, higher fee-paying clients, Employee accounts, proprietary accounts, or proprietary-controlled clients. This concern is most acute when a security is unusually attractive at the time of purchase and/or difficult to obtain, or it is unattractive at the time of sale and disposal is difficult.

The potential impact or risk regarding this conflict matter is that investment opportunities may not be allocated in a fair and reasonable manner to all clients, such that certain clients may be deprived of advantageous opportunities.

MFG manages this conflict in the best interest of a Client in the following manner:

• MFG has policies and procedures which have been established to ensure the fair and reasonable treatment of all accounts managed by MFG in situations where one or more accounts have parallel strategies, overlapping strategies or participate simultaneously in a buy or sell program involving the same security. This policy is designed to ensure that MFG does not unfairly favor one account over another. To ensure fairness in the allocation of opportunities among advisory clients, MFG will ensure that: investment strategies pursued for a client are consistent with the mandate for that client; risk limits and parameters are adhered to; and legal, regulatory, tax and other restrictions are complied with.
• MFG’s Investment Committee is responsible for determining allocations to portfolios, taking into consideration a variety of factors including but not limited to:
  • overall portfolio construction;
  • risk management;
  • relative capitalization and cash availability;
  • investment time horizon;
  • liquidity preferences; and
  • investment strategy.
• Investments are generally allocated pro rata across Client portfolios engaged in similar investment strategies (e.g., based on assets under management, available capital, or existing position size). Target weighting is considered at the time of order entry, subject to consideration of the appropriateness of the investment for each client. However, it should be noted that regulatory, tax and / or other restrictions may result in a situation where investment strategies are implemented differently for different clients, further to each Client’s KYC.
• MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.
• Employees who have accounts with MFG may only invest in a security where there is sufficient allocation for all existing Clients to first participate.
• Employees are required to pre-clear investments personal investing requests with the CCO further to item – above.
• Fund offering documents generally disclose eligibility and allocation process for investment opportunities.

18.Large Investors in Funds

Conflicts of interest may arise in respect of large or significant investors in a registrant-managed investment fund. The associated conflict arises because the investment fund manager may be incentivized (either through management fees and/or performance incentives) to preference the interests of the large investor over the interests of other investors in the fund.

The potential impact or risk regarding this conflict matter is that the interests of investors in a fund (large or small) may be compromised due to the financial incentives the registered firm may have.

MFG manages this conflict in the best interest of a client in the following manner:

• Special treatment to large investors may only be provided where doing so would not give rise to a conflict. The CCO reviews and documents such scenarios to ensure the best interests of Clients are considered.

19.Complaints Management

Conflicts of interest may arise when addressing complaints from clients. A registrant may have an incentive to minimize, neglect or otherwise obstruct client complaints, to avoid negative consequences (including potential obligations to provide financial compensation to clients who filed complaints of wrongdoing against the registrant or an individual at the registrant).

The potential impact or risk regarding this conflict matter is that client complaints may not be given appropriate consideration and financial restitution, where warranted, may not be granted.

MFG manages this conflict in the best interest of a client in the following manner:

• MFG has policies and procedures to address complaints from Clients, to ensure those complaints are investigated and addressed in a timely and documented manner, with appropriate communication to the Client through the complaint process.
• Clients may request details on MFG’s complaint management policies and procedures for further review and a Client may contact MFG if they wish to file a complaint.
• MFG is a member if good standing with the Ombudsman for Banking Services and Investments (“OBSI”). Generally, OBSI provides independent dispute resolution or mediation service to a client, at a registered firm's expense for specified complaints where the firm's internal complaint handling process has not produced a timely decision that is satisfactory to the client.

20.Material Non-Public Information (“MNPI”) and Insider Trading

MNPI refers to any material information that might influence an investment decision relating to a security, or which may affect an analysis of the value of a security, and which has not been disclosed to the public. The determination as to whether certain non-public information is material may be difficult and may involve analysis of several factors.

When a firm or individual registrant comes into possession of MNPI, various legal obligations and trading prohibitions may be engaged, as well as prohibitions on further dissemination of the information. A registered firm and/or its employees may have financial or other incentives to trade on the MNPI or disseminate the MNPI in violation of applicable securities laws.

The potential impact or risk regarding this conflict matter is that trades in client accounts may be made in contravention of these prohibitions, which would be a violation of securities laws and whose consequences to the client could be severe, including but not limited to severe legal and regulatory consequences, which may include disgorgement remedies.

MFG manages this issue and conflict in the best interest of a client in the following manner:

• MFG maintains a comprehensive set of policies and procedures that prohibit the use of MNPI by the Firm and its employees.
• The CCO must be involved in any determination of whether non-public information is material.
• MFG uses a restricted securities list to ensure that MNPI from a reporting issuer is not traded upon, either within any client portfolio or personally by an employee.
• MFG has established policies and procedures relating to employee personal trading restrictions and processes. See item #9 above.
• All employees are subject to a Code of Conduct contained within MFG’s policies and procedures, which mandates fair treatment for the accounts managed or advised by MFG through the highest standards of integrity and ethical business conduct by all employees. Employees are required to attest annually they have adhered to the Code of Conduct. MFG’s CCO reviews these attestations and the Firm’s executive management team review employee conduct on an ongoing basis.

21.Error Management (Fund Valuation, Trade or Pricing Errors)

Conflicts of interest may arise in connection with the treatment of fund valuation, trade, and pricing errors in a client account / investment fund. Fund valuation errors include the overstatement or understatement of the value of a fund’s net assets or a client’s investment in a fund. Trade errors include trades in securities in the incorrect amount of securities intended to trade for a fund or account; a purchase (sale) of a security when it should have been sold (or purchased); the purchase or sale of a security not intended for the fund or account, and/or contrary to investment guidelines or restrictions; and incorrect allocations of trades. Pricing errors include the overstatement or understatement in the valuation of a client portfolio security. The associated conflict arises because the registered firm may wish to protect its own interests rather than acknowledge its error and/or engage any obligations to compensate a client portfolio for a loss or to hold onto a gain.

The potential impact or risk to a client regarding this conflict matter is that errors may not be appropriately resolved resulting in incorrect client portfolio security pricing, incorrect fund valuation determinations, incorrect fund or client fees or increased costs to a client account resulting from corrective measures, all of which may negatively impact a client’s investment or return.

MFG manages this conflict in the best interest of a client in the following manner:

• Errors are addressed in accordance with the relevant IMA or Fund offering/constating documents. Clients will be made whole where there is a valuation error arising from the Firm’s fraud, bad faith, or gross negligence. Provisions in Fund offering documents specify how MFG is required to address other errors relating to the Funds.
• Daily trade matching occurs to ensure trade details are correct and have been input to the portfolio management system correctly so trade errors are identified and rectified in a timely manner.
• MFG uses price variance reports to monitor and investigate notable price fluctuations from the prior valuation period, to address potential pricing errors in a timely manner.
• MFG oversees the Fund administrator to ensure proper valuation of securities held in each Fund and calculation of each Fund’s net assets and a client’s investment in each Fund.

22.Multiple Clients Investing in Same Portfolio Company but in Different Asset Classes

Conflicts may arise when different clients of an adviser invest in the same portfolio company, but at different levels of the capital structure (e.g., in separate equity and debt instruments).

The potential impact or risk is that the adviser may manage the investments in a manner that potentially preferences the interests of one client over the interests of another client.

MFG manages this conflict in the best interest of a client in the following manner:

• MFG has policies and procedures to ensure investments in its Funds by dealer clients, and investment decisions for adviser clients, are suitable based on a robust KYC process unless a client, determined to be an applicable “permitted client” has waived this obligation in writing.
• Investments in securities are subject to a robust Know-Your-Product and suitability assessment by the Investment Committee.
• MFG’s CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies.

23.Performance Incentives

Conflicts may arise if an adviser receives performance incentives (such as a performance fee or profit allocation) that incentivizes the registrant to maximize performance returns in a portfolio by incurring additional risk outside the anticipated investment parameters of the portfolio. This conflict could arise either at the individual or firm registrant level.

The potential impact or risk to a client regarding this conflict matter is that investments could be made which are not suitable for the client.

MFG manages this conflict in the best interest of a Client in the following manner:

• All investment recommendations and decisions for Clients are reviewed for suitability and approved by the Investment Committee prior to execution.
• The CCO reviews trading activity on a monthly basis, to detect non-compliance with MFG’s internal trading policies, including to ensure adherence to investment mandates of the portfolios.
• MFG’s principals are invested in Funds alongside Clients, in order to align interests and reduce incentives to take undue risk.

 

APPENDIX A – COMPLAINTS MANAGEMENT PROCESS

MFG maintains an ongoing membership with the Ombudsman for Banking Services and Investments ("OBSI"). If a Client (meeting the definition of a non-individual “permitted client” under applicable law), other than in Quebec, has a complaint, they may contact MFG to ensure their concerns can be addressed. Maintaining Client confidence and trust is of utmost importance to MFG. A Client can contact MFG regarding a service or a product related complaint or these complaint handling procedures, at:

Chief Compliance Officer Benoit Gaudet 728 Spadina Crescent E #300, Saskatoon, SK S7K 3H2 306-933-9993 benoit@mfgltd.com

Acknowledgement of Complaint

MFG will acknowledge a Client complaint in writing as soon as possible but typically within five business days of receiving the complaint. MFG may also seek more information from the Client to help resolve the complaint.

Provision of Decision

MFG will normally provide its decision in writing within 90 days of receiving a complaint. This decision will include:

• a summary of the complaint;
• the results of MFG's investigation; and
• MFG's decision to make an offer to resolve the complaint or deny it, and an explanation of the decision.

If MFG cannot provide a decision within this 90-day period, it will inform the Client of the delay, explain why the decision is delayed and provide a new date for a decision. If a Client is not satisfied with a decision, a Client may be eligible for a free and independent dispute resolution service offered by OBSI. OBSI can be contacted by email at ombudsman@obsi.ca or by telephone at 1-888-451-4519.

In order to take advantage of OBSI's free services, a complaint must meet the following criteria:

• the complaint must relate to investment management or exempt market dealing services offered by MFG;
• the complaint must be brought to MFG's attention within six years from the time that the Client first knew, or ought to have known about the event that caused the complaint;
• the claim against MFG must be under $350,000 CAD; and
• the complaint must be taken to OBSI in accordance with the time limits below.

If a decision is not provided within the 90-day period, the Client may file their complaint with OBSI any time after the 90-day period has ended. If the Client is not satisfied with a decision, they have up to 180 days after a MFG decision has been provided to take the complaint to OBSI. OBSI will conduct its own independent investigation and provide its recommendations to the Client and MFG. Note that OBSI's recommendations are not binding on either the Client or MFG. More information is available at www.obsi.ca.

Alternative dispute resolution options

A Client is not obligated to use OBSI as their dispute resolution provider. A Client may choose another dispute resolution provider at their own expense, such as an arbitrator, or pursue legal action to resolve a complaint. A Client may also do this if their complaint does not fit within OBSI's criteria

 

APPENDIX B – RELATED & CONNECTED ISSUERS

1. ICM Bluebird Canadian Self Storage Trust
2. ICM Bluebird Canadian Self Storage LP
3. Mahogany Storage Limited Partnership
4. Mahogany Wash Limited Partnership
5. StoreWest Aviation Limited Partnership
6. Buffalo Run Wash Limited Partnership
7. StoreWest Dufferin Limited Partnership
8. Henri Bourassa Storage LP
9. Wright-Parkway Self-Storage LP
10. StoreWest Bluebird Partners Development LP
11. StoreWest Bluebird Partners Development II LP
12. BlueWest Partners LP
13. MFG Balanced Fund
14. MFG Growth Fund
15. Great White Car Wash LP
16. Great White Car Wash Fund
17. Member Partners Solar Energy LP