New Conflicts of Interest Disclosure
W.A. Robinson Asset Management Ltd. (“WAR”) has introduced a conflict-of-interest disclosure document describing existing and reasonably foreseeable material conflicts of interest that affect your interests as a client of WAR. This detailed disclosure is provided to you, because of the Canadian Securities Administrators’ Client Focused Reforms (the “CFRs”), which are securities law reforms intended to codify industry best practices and existing regulatory guidance.
Pursuant to these new securities laws coming into force on June 30, 2021, we are providing enhanced disclosures below relating to the existing and reasonably foreseeable material conflicts of interest that may affect your interests as our client, including how we address material conflicts of interest in the best interest of our clients.
A conflict of interest may arise where (i) our interests, including those of our registered individuals, and your interests as our client may be inconsistent or different, or (ii) you may perceive us to be influenced to put our interests ahead of yours, or (iii) monetary or non-monetary benefits available to us, or potential negative consequences for us, may affect the trust you have in us. We and our registered individuals address existing or reasonably foreseeable material conflicts of interest with you in your best interest. If a conflict cannot be so addressed, it is avoided. When addressing material conflicts of interest, our registered individuals’ conduct and business activities are expected to follow our Mission Statement, Values, and Code of Conduct and regulatory requirements as set out in applicable policies and procedures so that our relationship with you is managed fairly, honestly and in good faith.
We will try to avoid conflict where possible, and in all other cases either disclose the conflict, or manage it through internal controls and review processes. Disclosures will be made in a timely, meaningful, and prominent manner.
The following information is intended to assist you in understanding and assessing material potential and actual conflicts of interest, including how we address them.
If you ever have any questions or concerns, whether they involve conflicts of interest or anything else, you should never hesitate to say so and ask your advisor for an explanation and more information.
Services of Related Entities and Outside Activities
W.A. Robinson Asset Management Ltd. may receive from, or provide to, WAR and its subsidiaries, other management, administrative, referral or other services for our ongoing business. Pillar Financial Services Inc., a mortgage broker registered under the Mortgage Brokers Act (Ontario) (hereafter “Pillar”) operates within the same corporate group as W.A. Robinson. Pillar provides administration and mortgage underwriting services to the Frontenac Mortgage Investment Corporation (“FMIC”). In consideration of these services, Pillar charges FMIC a monthly administrative fee equal to 1\12th of 1% of the value of its assets.
Certain officers of Pillar and WAR are also officers of the Frontenac Mortgage Investment Corporation (“FMIC”). These individuals may:
- serve as a director of another entity or engage in outside business activities that may allow such representatives to have access to inside information.
- hold shares of the connected issuer; however, none are considered influential shareholders of the connected issuer under National Instrument 33-105 – Underwriting Conflicts.
We manage these conflicts of interest by:
- complying with legal and regulatory requirements imposing restrictions on dealings between related registered companies and/or individuals that are dually registered with related registered companies
- adopting internal policies and procedures that supplement regulatory requirements, including policies on privacy and confidentiality of information; and
- prohibiting individuals registered with WAR to be employed by, participate in, or accept compensation from any other person, outside the scope of their relationshipwith WAR unless they obtain prior approval from WAR.
Related and Connected Issuers
As manager of investment funds, W.A. Robinson Asset Management Ltd. (“WAR”) is connected to its own proprietary investment fund, Frontenac Mortgage Investment Corporation (“FMIC”). WAR offers investments in FMIC and also provides portfolio management services to you.
WAR exercises discretion over the management of the mortgage portfolio(s) and over the operational affairs of the Fund. WAR receives a monthly fee equal to 1\12th of 1% of the value of FMIC’s assets.
WAR manages this conflict through:
- its management of conflicts arising from proprietary products
- detailed disclosure of these relationships and activities provided to clients at account opening and in the FMIC Prospectus receiving instructions from you for any transactions in your account, including related and connected issuers.
Offering proprietary products is considered a material conflict of interest. WAR manages this conflict of interest in various ways, including:
- As a registered Portfolio Management Firm, client investments with WAR are managed on a discretionary basis through separately managed accounts.
- National Bank Independent Network (the “custodian”) is the custodian for your account holdings and is responsible for trade settlement, record keeping and tax reporting. The custodian is solely responsible for performance of these services. Client accounts may be covered by CIPF and other insurance protections that the custodian makes available to its clients.
- obtaining client instructions for transactions in all investments, including proprietary products.
- applying a product review process that considers various factors in assessing whether proprietary products should be included in WAR’s product offering to clients; and
- disclosing to clients related and connected issuer relationships.
- WAR is obligated to ensure your managed account(s) are managed prudently and in accordance with the Know Your Client Form and other suitability documents completed for your account(s).
- WAR registered representatives do not receive greater compensation for the sale or recommendation of proprietary products
Frontenac Mortgage Investment Corporation (“FMIC”)
WAR and its Advising Representatives are obligated to understand the key risks and features of Frontenac. There is a documented process to determine the key features, risks, and investment considerations of the securities and investment strategies offered to managed account Clients. This is referred to as the “Know Your Product” (“KYP”) obligation.
The shares of FMIC that WAR will market to clients are inherently low risk because they represent ownership interests in a diversified pool of primarily first mortgages secured by residential, construction and commercial real estate located in Ontario. The fund has been in operation for over 30 years and has had a stable positive return each year over this period and does not utilize leverage to enhance returns.
To manage this particular conflict of interest, and to confirm that FMIC maintains its low risk assessment:
- On at least an annual basis, WAR will engage a third-party analyst to evaluate key features of Frontenac, including its level of risk, liquidity, and other important factors
- The firm provides clients with an Investment Management Agreement (“IMA”) and an Investment Policy Statement (“IPS”) that clearly outline and identify the services and agreements between WAR and the client, including the investment strategies and asset allocations. These documents are provided on account opening and updated as required and when significant changes occur in the relationship
Gifts and Entertainment
Representatives of WAR may be offered or receive a gift or entertainment which could compromise or give the impression of compromising their independence. For example, a WAR investing representative may potentially offer and/or receive gifts from clients which may influence the services that representatives provide.
WAR manages this conflict of interest by:
- adopting internal policies and procedures that supplement regulatory requirements, including policies regarding gifts and entertainment such as tracking gifts and entertainment received by representatives; and
- prohibiting individuals registered with WAR from accepting certain compensation from any other person, outside the scope of their relationship with WAR, unless they obtain prior approval from WAR.
Representatives of WAR may have access to confidential information regarding the trading activities of any client which such representative may use for their own personal trading purposes, with a potential detriment to the client such as through placing trades ahead of client trades.
WAR manages this conflict of interest by:
- complying with legal and regulatory requirements imposing restrictions on personal trading.
- adopting internal policies and/or procedures that supplement regulatory requirements to address personal trading, including
- at the time of hiring and on an annual basis obtaining from applicable WAR representatives disclosure of personal trading accounts and
- monitoring and reviewing transactions in personal trading accounts on a regular basis.
Trades for WAR managed accounts are executed through National Bank Independent Network for ease of settlement and to avoid costs relating to the execution and settlement of trades in different locations. W.A. Robinson relies on the National Bank Independent Network’s obligation to ensure best execution on the trades it executes for clients.
WAR manages these conflicts of interest through best execution policies and procedures.
Fair Allocation of Investment Opportunities in Managed Accounts
WAR provides discretionary portfolio management and investment counseling services to its clients in accordance with each client’s Investment Policy Statement. WAR implements each client’s Investment Policy Statement by investing the client’s assets in one or more of the Robinson portfolios (the “Portfolios”). Unfair allocation of trades by WAR is a potential conflict of interest.
To manage these potential conflicts of interest, WAR has adopted trading policies designed to ensure fair allocation of securities among clients. To review our Fair Allocation Policy, please see Schedule A as attached.
Conflicts at the Supervisory Level
There is a potential for conflict-of-interest where WAR’s compliance and supervisory staff’s compensation is tied to the sales or revenue generation of the firm overall, or of the registered individuals that they supervise. The Chief Compliance Officer (CCO) is responsible for the oversight of client suitability assessments completed by investing representatives within the firm. Although the compensation structure of the CCO does not depend upon the sales or revenue generation of the firm, or the registered individuals that they supervise, to manage this potential conflict, a semi-annual review of the CCO’s reviews is conducted by a qualified, non-affiliated individual within the firm.
Conflicts can arise when registered individuals are involved in outside activities (OAs), for example, because of the compensation they receive for these activities or due to the nature of the relationship between the individual and the outside entity. WAR manages these potential conflicts by adopting internal policies and procedures that prohibit individuals from engaging in activities that are in direct conflict with WAR’s obligations to its clients without management approval.
Staff are directed to notify management of any undisclosed conflict between their interest and those of WAR clients. Upon notification of a conflict, management will either restrict the activity, establish controls to ensure fair treatment to the affected parties, or provide full disclosure to the affected parties.
Fee Based Accounts
WAR charges its clients a fee for its advisory services calculated as a percentage of the market value of the client account(s). For portfolio managed accounts we disclose the fee rates to you in the account opening documents. WAR could be conflicted where it holds commission-based securities in fee-based accounts. Specifically, it could be perceived that WAR is obtaining dual compensation in that it is earning any fees associated with the management of the account while also recommending securities that drive additional compensation to WAR. This is sometimes referred as “double charging” the client. However, as WAR rebates any expenses charged by a WAR recommended fund, WAR will never “double charge” a client. WAR manages any potential fee-based conflicts by:
- adopting a comprehensive supervision program that is reasonably designed to detect, among other things, conflicts of interests between our representatives and clients with regard to trading activities and inappropriate trading.
- providing clients, for the period ending December 31 of each year, a report on the fees and other forms of compensation paid to WAR for the services and advice you benefited from during the year.
SCHEDULE A – MANAGED ACCOUNT FAIR ALLOCATION POLICY
Fair Allocation of Investment Opportunities
W.A. Robinson may bundle orders for the portfolios under its management. Where orders have been bundled, the respective trade executions will be allocated to each respective portfolio based on the average fill price, net of commissions. Where the entire order has not been completed, the executed volume must be allocated to each portfolio pro-rata, based on the relative size of their initial order, net of commissions. Notwithstanding the above, odd lot fills may be rounded up or down so that only normal lot amounts are allocated to each portfolio.
Where an order is to be completed over a period of more than one day, W.A. Robinson may allocate each day’s execution to the portfolios, net of commissions, using the above methodology. Alternatively, W.A. Robinson may ask the broker to accumulate the executions in a holding account and provide an average price and executed volume for the whole order, net of commissions. The accumulated execution will then be allocated to the portfolios, based on the relative size of their orders and on the average price, net of commissions.
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