Statement of Policies

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

Registration Categories:

Breton Hill Capital Ltd. (BHC) is registered with the Ontario Securities Commission (OSC) in the categories of Investment Fund Manager (IFM), Portfolio Manager (PM), Commodity Trading Manager (CTM) and Exempt Market Dealer (EMD). A list of BHC’s individual registrants can be found on the OSC website at www.osc.gov.on.ca

Primary Business Activities:

The primary business activity of BHC is to manufacture and provide portfolio management services to alternative investment products. BHC’s flagship funds are non-Canadian investment vehicles. BHC’s public fund business was launched in 2013 through a strategic partnership with Purpose Investments to whom BHC offers investment advisory services.

Related and Connected Issuers:

BHC provides sub-advisory services to certain prospectus-offered public funds that are considered reporting issuers in the Canadian offering jurisdictions. Other than this relationship to the public funds, BHC does not have any related issuers that are reporting issuers or those have distributed securities outside of Ontario on a basis that, if they had done so in Ontario, would have made them reporting issuers.

BHC May Act as a Dealer and Advisor:

The OSC requires a securities dealer and adviser to inform its clients if it provides services as both a dealer and an adviser, and of the policies and procedures adopted by the dealer and adviser to minimize the potential for conflicts of interest that may result from its activities of both a dealer and an adviser.

At this time, BHC does not generally accept direct client accounts although it has obtained its EMD license and may decide to do so in the future. If this is the case, these services and activities will be carried on by BHC in the usual course of its business as an adviser and EMD in accordance with its usual practices and procedures.

For greater certainty, BHC may wish, from time to time, to:

(a) act as an advisor or dealer in Canada with respect to its funds or any other future BHC product;

(b) make recommendations in respect of its funds or any other future BHC product; and

(c) act as the manager, portfolio manager or promoter with respect to the funds or any other future BHC product.

BHC may be involved in transactions where related issuers may be: (a) acting as principal or agent in respect of securities purchased or sold by or to or on behalf of, clients; (b) participating in the distribution of securities sold to clients; or (c) acting as managers, portfolio managers or promoters with respect to issuers of securities sold to clients.

BHC will govern itself in accordance with all applicable disclosure and other regulatory requirements. BHC will adhere to requisite Know Your Client and suitability requirements for client accounts.

Conflicts of Interests:

BHC has defined policies around Conflicts of Interest that address actual and potential conflicts of interests. These policies also discuss how conflicts will be dealt with.
Certain inherent conflicts of interest may arise from the fact that BHC may: (a) act as counterparties in transactions with other related issuers and affiliates of BHC and may be paid significant fees which have not been negotiated at arm’s length; (b) act as directors or officers of other entities that provide services relating to related issuers and affiliates of BHC; and (c) affect decisions that govern the relationships of related issuers and affiliates of BHC pertaining to BHC’s products.
BHC will take the necessary measures to ensure that the clients’ interests are paramount to any other interests, including those of any existing or future connected or related issuers. Employees are required to meet the requisite standard of care in exercising their duties with respect to BHC’s products. All employees must follow BHC’s Code of Ethics that governs employee behavior and states that no employees may take unfair advantage of an investor’s position or engage in business that is not in the best interest of the funds or their investors. Adherence to BHC’s policies and procedures is enforced via an annual attestation of all employees confirming that they are in compliance.
Future business activities, including the manufacturing and promotion of other investment funds, may give rise to additional conflicts of interest. Prospective clients should read the risks and conflicts of interest sections of the applicable offering documents in detail and seek independent advice with regards to any BHC products.

Policy on Fairness:

BHC has dedicated policies on trading which has been created to minimize any potential conflicts of interest.

Privacy Policy:

BHC’s Privacy Policy (Canadian Clients) governs the collection, use and disclosure of personal client information. Specifically, this policy outlines how BHC complies with Canadian provincial and federal regulations governing client information including the Privacy Act and the Personal Information Protection and Electronics Document Act (PIPEDA).

Non-Public Personal Information will only be collected as needed for identified purposes. Such information may be shared with BHC’s service providers including the back office, auditors, trustees, legal counsel and registrar and transfer agent; investors’ financial institutions, representatives or agents; self-regulatory bodies or government authorities as required for compliance and reporting purposes; and other parties as required by a court of law or for legal proceedings.

Anti-Money Laundering & Anti-Terrorism Financing Policy:

As outlined by the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, BHC is required to implement certain measures to detect and deter money laundering and terrorist financing activities. Accordingly, BHC has established the BHC Anti-Money Laundering and Anti-Terrorism Financing Policy (AML Policy). The AML Policy is created to ensure that appropriate client information is acquired and legitimate business activities are distinguished from illegal or suspicious activities. As a result, ensuring that only legitimate transactions by legitimate clients are permitted. The AML Policy is supported by the appointment of a designated Canadian Anti-Money Laundering Officer, development of written policies and procedures, and a periodic review of the effectiveness of the compliance regime.

Should any employee of BHC suspect engagement in money laundering or terrorist financing activities, BHC will be obligated to comply with the provisions of the law and make a report to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). This reporting will not be considered a breach of privacy and/or confidentiality restrictions imposed by law, policy and regulations or otherwise.

Please do not hesitate to contact BHC should you have any questions with regards to the Statement of Policies or should you require further details on any of BHC’s other policies and practices.

Breton Hill Capital Ltd.
2 Bloor St. East, Suite 2830
P.O. Box 152
Toronto, ON, M4W 1A8, Canada
Tel: 647-347-9371
www.bretonhillcapital.com