Regulatory information

In Canada, securities regulation requires portfolio managers to comply with certain conflict of interest rules. It is important for us to communicate to you the methods by which we identify and deal with conflicts of interest, as well as how we ensure that the consequences are minimized.

We consider a potential conflict of interest to be any circumstance in which our interests or those of our employees may be incompatible with or diverging from those of our clients or other individuals or entities that use our services.

We take reasonable measures to identify any existing serious conflict of interest or any that are reasonably foreseeable. We then assess the level of risk associated with each conflict. We avoid any circumstances that would create a serious conflict of interest or involve too much risk for clients or the integrity of financial markets. In any other conflict of interest situation, we ensure that appropriate measures are in place to address the conflict with your best interest in mind. 

We could have a conflict of interest in our dealings with:

• Related issuers of securities
• Related brokers and advisors
• Our employees and portfolio managers
• Our clients
• Other related companies
  

The following sections describe each of these potential conflicts of interest, the effects they could have on you and how we address them.

For NBT, a "related issuer" is an issuer of securities on which NBT exercises a decisive influence (e.g., due to the control or influence exercised by NBT on this issuer's securities with voting rights), or an issuer of securities that exercises a decisive influence on NBT. In this context, the term "influence" means to have direct or indirect authority to exercise a decisive influence on the management and policies of the company, either alone or with one or several individuals or companies. In certain jurisdictions, certain connected issuers can be considered related issuers.

For NBT, a "connected issuer" is an issuer or any other issuer related to it who has a debt toward NBT or another type of relationship with NBT, a related issuer of NBT, a director, officer or associate of NBT or a director, officer or associate of NBT, who, as part of the investment of securities of the issuer, is decisive for a potential buyer of securities. Consequently, an issuer is "connected" to NBT if, due to a debt or other type of relationship, a potential buyer of securities could challenge the fact that NBT is independent from the issuer.

As of March 31, 2021, the list of related issuers of NBT that are reporting issuers under Canadian securities laws is as follows. A brief description of the relationship between NBT and each of its related issuers is also provided:

• National Bank of Canada: National Bank of Canada (“NBC”) is a bank incorporated under the Bank Act (Canada) and is a reporting issuer that holds indirectly 100% of the voting and equity shares of National Bank Trust inc. (“NBT”). 
• Canadian Credit Card Trust II: This trust is a trust whose administrator is NBC and whose securities are publicly distributed, which makes it a related issuer.
• NBI ETFs: National Bank Investments Inc. (“NBI”), a wholly owned subsidiary of National Bank of Canada, is the investment fund manager of the NBI ETFs. NBT is the portfolio manager of the NBI ETFs. National Bank Financial Inc. (“NBF”) acts as designated broker and broker of the NBI ETFs. 
• NBI Funds: NBI, a wholly owned subsidiary of NBC, is the investment fund manager of all NBI Funds (including, without limitation, the Meritage Portfolios, as listed in the NBI Funds prospectus, dated June 17, 2021 and updated annually). 
• Investment Grade Managed Duration Income Fund: NBF, which is one of the Agents and the Promoter, is an affiliate of a Canadian chartered bank which has been requested to provide the Fund with a loan facility or prime brokerage facility, the proceeds of which would be used by the Fund for various purposes, including purchasing additional securities for the Portfolio, effecting market purchases of Units, maintaining liquidity and funding redemptions. Thus, this Fund can be deemed to be an issuer related to NBT as per the securities regulations.
• U.S. Banks Income & Growth Fund: NBF, which is one of the Agents and the Promoter for this fund, is an affiliate of a Canadian chartered bank which has been requested to provide the Fund with a loan facility or prime brokerage facility the proceeds of which would be used by the Fund for various purposes, including purchasing additional securities for the Portfolio, effecting market purchases of Units, maintaining liquidity and funding redemptions. Consequently, the Fund may be considered a “connected issuer” of NBT under applicable securities legislation.

NBT has the relationship described above with these related issuers and with National Bank of Canada (“NBC”). NBT or its directors, officers or employees may, from time to time, recommend that you execute a transaction or provide you with advice about a security issued by associated or related issuers. If you would like additional information regarding the relationship between NBT and these associated or related issuers, please contact your NBT representative. For clients residing in Alberta, this is done annually.

In performing its duties as portfolio manager, NBT may:

a) with the client's prior written consent, exercise its discretionary power to buy or sell securities of NBC or other related or connected issuers;

b) formulate recommendations concerning securities of NBC or other related or connected issuers; and

c) sell securities issued by private mutual funds managed by NBT or corporations from the same group.

In addition, NBC or any other related entity may:

a) act as principal or agent for the securities bought or sold by or to NBT clients;

b) act as underwriter or agent for securities sold to NBT clients; and

c) be a secured creditor for securities held in the accounts of NBT clients, including units of private mutual funds managed by NBT.

NBT or its directors, officers or employees may therefore recommend that you carry out a transaction or provide you with advice regarding securities issued by connected or related issuers. Before advising you on the securities of a related issuer or participating in the distribution of securities of a connected issuer, we will inform you, verbally or in writing, of the relationship between the advisor and the issuer of the securities.

NBT's policy is to comply in all areas with applicable securities legislation and provide all required disclosures. In addition, it ensures that any securities transaction involving its related or connected issuers takes the client's situation into account. Should you require further information about the relationship between NBT and its connected or related issuers, please contact your NBT representative.

Because of our affiliation with NBC and its subsidiaries, we have policies in place to address existing or reasonably foreseeable conflicts of interest and ensure that we act in your best interest.

NBT is registered as a portfolio manager. In addition, NBC, the primary shareholder of NBT, is also a primary shareholder of several brokers and advisors, meaning that it owns, directly or indirectly, more than 10% of any class or series of securities with voting rights. NBT is therefore related to these brokers or advisors. Although there may be an overlap between the directors and officers of these companies, they all operate as separate legal entities. 

NBT is properly registered as a portfolio manager. In addition, National Bank of Canada, the principal shareholder of NBT, is also the principal shareholder of the following brokers and advisors:

• National Bank Investments Inc.
• National Bank Financial Inc.
• National Bank of Canada Financial Inc.
• NBC Financial Markets Asia Limited
• NBC Global Finance Limited
• Natcan Trust Company
• Nest Wealth Asset Management Inc.
• NatWealth Asset Management Inc.

From time to time, these entities may work together to offer products and services in the interest of our clients. However, it is understood that under no circumstances can client information be shared without obtaining prior written and express consent from the client. In order to manage these conflicts of interest in the best interests of the client, NBT makes sure to disclose to you, verbally or in writing, the relationship between NBT and these related brokers or advisors.

In addition, in accordance with the Trust Companies and Savings Companies Act (Quebec) and NBT's internal regulations, if NBT enters into a contract with an interested party, i.e., a person or group of persons who has some level of control over NBT, that contract may have to be submitted to the ethics committee and the board of directors for approval, depending on the circumstances. NBT thereby ensures that no contract is signed to the detriment of its clients. 

TMX Group Limited

National Bank Acquisition Holding Inc., one of our affiliates, owns or controls an equity interest in TMX Group Limited in excess of 5% of the issued and outstanding equity securities thereof, and has a nominee director serving on the board. In addition, NBF is a wholly owned subsidiary of NBC. From time to time, NBC may enter into lending or financial arrangements with companies that are the subject of research reports or that are recommended by related entities. At the present date, NBC is a lender to TMX Group Limited under its credit facilities. As such, NBF may be considered to have an economic interest in TMX Group Limited. No person or company is required to obtain products or services from TMX Group Limited or its affiliates as a condition of doing business with TMX Group Limited or its affiliates.

TMX Group Limited is also the owner of Alpha Trading Systems Limited Partnership. Alpha Trading Systems Limited Partnership owns Alpha Exchange Inc., a stock exchange in Canada for the trading of securities.

In the normal course of business, our directors, officers, employees, representatives and agents may find themselves in situations where their personal interests conflict with those of a client.

We therefore have a Code of Conduct and Ethics ("the Code"), a Compliance Manual and internal policies to identify and manage these conflicts in the best interests of our clients. 

These documents provide, among other things, that our employees must never favour their own interests to the detriment of their responsibilities towards clients or NBT, and that they must not, under any circumstances, exert undue pressure on clients to force them to acquire a product or service. They also emphasize that any significant conflict of interest (existing or reasonably foreseeable) must be addressed in a fair, equitable and transparent manner, and in the best interests of clients.

The following are some of the regulations covered in these documents:

• Confidential information: Employees are prohibited from using confidential information acquired in the performance of their duties for their personal benefit or for the benefit of a third party. This includes information related to clients, transactions or client accounts. Employees may not exploit any situation for the purpose of obtaining an advantage of any nature whatsoever.
  
  
• Gifts, entertainment and payments: Employees are prohibited from accepting gifts, entertainment, payments or any form of compensation that could influence the decisions they make in performing their duties. Any decision must remain objective and impartial, and in the best interests of our clients. Unless they have the prior approval of NBT, employees cannot receive any form of compensation other than that paid by NBT. NBT ensures that employee compensation practices do not conflict with the duties of employees toward clients.
  
  NBT takes reasonable measures to ensure that it and any person acting on its behalf does not pay or accept any fee or commission, or provide or receive any non-monetary benefit that could be contrary to any duty that NBT has toward its clients or conflict with any obligation that the recipient firm has toward its clients.
  
  
• Outside activities: Employees are prohibited from engaging in activities that are likely to conflict with their duties. NBT does not permit any employee to engage in activities outside the scope of their duties without prior authorization and without first ensuring that these activities do not compromise clients’ interests or harm the reputation of NBT or that of the industry. If NBT cannot properly limit reasonably foreseeable conflict of interest, it will not permit the outside activity.
  
  NBT prevents this type of potential conflict by requiring that its representatives obtain authorization before accepting to engage in any outside activity, and by integrating strict provisions with regards to outside activities in its Code. NBT would also consider an employee to be in a reasonably foreseeable conflict of interest situation if they were designated as the beneficiary of a client’s estate or otherwise inherited a portion of a client’s estate.
  
  
• Appointment for boards of directors: NBT employees, officers or directors may not serve as directors of publicly traded companies (or companies that may become publicly traded). In rare circumstances and if it is determined that the directorship would be consistent with the interests of NBT and not contrary to the interests of NBT clients or the portfolio management decision-making process at NBT, these activities may be permitted.
  
  Any employee who serves on the board of directors of a company must refrain from voting on any matter concerning NBC, NBT and their affiliates, either directly or indirectly.
  
  
• Investment decisions: NBT has implemented policies and procedures to avoid all significant conflicts of interest (existing or reasonably foreseeable), and ensure that investment decisions are made and executed in the best interest of clients.
  
  Investment decisions to buy and sell securities in the portfolios of clients are made in the normal course of business without the involvement or influence of NBC or any other entity related or connected to NBT. NBT maintains an independent decision-making process in managing its clients' assets and in selecting securities.
  
  NBT's portfolio managers make investment decisions independently, with solid judgment and financial analysis knowledge, without any influence other than that of the clients' best interest.
  
  
  
• Ethics: Fair treatment of investors involves applying the strictest standards of integrity and professional conduct. This can only be obtained by ensuring NBT employees, officers and directors always comply with the strictest rules of conduct in performing their duties as well as in their dealings with clients, colleagues, competitors and the public in general. NBT employees must recognize, through their conduct and personal transactions, that the interests of NBT clients must always take priority over employees' own interests.
  
  NBT portfolio managers must act honestly and in good faith, and in the best interests of NBT clients, as well as demonstrate the level of care, diligence and skill that a reasonably prudent manager would exercise under the same circumstances. This also means that the portfolio manager has a duty to select the best investment for a given client, even if it is an investment that directly competes with the products and services we offer. No portfolio manager is authorized to make recommendations solely for the purpose of generating revenue or promoting in-house investments if these recommendations are not in the client's best interests.
  
  NBT takes the required measures to ensure that it and the portfolio sub-managers whose services, if any it has retained comply with applicable regulations in performing their duties.
  
  NBT employees, officers and directors are bound to comply with the provisions of the Code and, as applicable, the regulations of the professional associations that govern the professional activities of NBT employees, such as those of the Chartered Financial Analyst Institute and the Certificate in Investment Performance Measurement, the regulations of applicable securities and the management limits imposed by NBT. NBT also has a Compliance Manual that covers situations specific to the activities of its employees. It reiterates that employees must never favour their own interests to the detriment of their responsibilities towards clients and NBT.
  
  
• Personal transactions: NBT employees have a fiduciary duty toward the clients of the corporation, an obligation that requires that every employee act exclusively in the interest of NBT clients, and complies with the related provisions of the Code. The clients' interests always take priority over the personal transactions of portfolio managers and other individuals who have access to non-public information about clients' portfolio assets, market activities and their current investment programs. For example, NBT employees' personal brokerage accounts are monitored, and other special measures are taken to ensure that the priority of employees remains providing clients with quality service.
  
  
• Fair allocation of investment opportunities: Fair treatment of investors is a fundamental policy of NBT. NBT recognizes its fiduciary duty towards its clients and ensures fair treatment with regard to the allocation of investment opportunities. To do so, NBT ensures that when investment opportunities correspond to the investment goals and constraints of more than one client, and that they arise at the same time or around the same time, these opportunities are fairly distributed among these clients.
  
  NBT’s policy is to ensure fair treatment of all clients in situations where two or more client accounts simultaneously participate in a buy or sell program involving the same security or in an IPO. This is achieved by doing a pro rata allocation between the different accounts involved in the transaction when the order is received, at the average execution price. When an order is partly executed, it is distributed among all the affected accounts in accordance with the original pro rata allocation standards. The method used to allocate commissions is the same as the one described above.
  
  NBT recognizes that a single inflexible rule does not always result in a fair and reasonable outcome and it may therefore be desirable under certain circumstances to consider alternatives. However, the basic principle remains applicable–be fair and reasonable to all clients based on their investment goals and policies, and avoid any favoritism or discrimination with clients.
  
  
• Best execution: One element of NBT’s fiduciary duty is the obligation to obtain the best execution for clients’ securities transactions. NBT takes all reasonable steps to achieve the best execution and obtain the best possible result in this execution. This does not always mean the lowest price for a purchase or the highest price for a sale, but rather takes into consideration a range of different factors.
  
  NBT’s policy on the best execution is to apply the same standards, and use the same processes in all markets and with all financial instruments which we trade. However, the diversity in these markets and instruments means that different factors must be considered when NBT assesses the nature of the best execution policy in the context of different financial instruments and markets.
  
  
• Proxy voting: NBT has a fiduciary duty to act in the best interests of its clients. NBT’s proxy voting policy aims to ensure that all votes concerning securities held by clients are carried out in accordance with the best interests of its clients. NBT is required to follow the guidelines set out in the proxy voting policy.
  
  Conflicts of interests may arise when NBT (i) is related to the issuer of securities; or (ii) has a material business relationship with the issuer of securities (including other mandates that are related to the issuer of securities). Some portfolios may hold common shares of NBC (a related issuer of NBT). There is the potential for a conflict between the interests of clients and the interests of NBT or its employees in exercising voting rights of NBC shares. There is also a reasonably foreseeable conflict of interests in connection with the exercise of voting rights attached to the shares of other issuers, where the outcome of the vote may directly impact the price of NBC shares.
  
  In exercising proxy voting rights, to balance the interests of clients with the desire to avoid conflicts of interests or the perception of conflicts of interests, the standards outlined in the proxy voting policy enable NBT to comply with its fiduciary duties as well as to set proxy voting guidelines based on NBT’s professional judgment. This allows NBT to vote in the best interests of shareholders only, without any influence by or consideration for NBC or a member of the same group.
  
  
• Compensation: We are compensated for the work we do for our clients. The level of compensation varies depending on the product and the type of compensation agreed upon with clients or third parties. The following are some examples of how compensation could lead to a conflict of interest, and the steps we take to avoid them:
  
  
  • Fees: Portfolio managers receive compensation based on the discretionary portfolio management services provided to the client. We prohibit portfolio managers from making recommendations for the sole purpose of generating revenue without any benefit to the client.
  • Compensation related to business development: NBT employees receive an incentive compensation when the income they generate reaches a certain threshold. We prohibit our employees from making recommendations for the sole purpose of generating income, without the customer benefiting from them. In addition, this incentive remuneration is paid annually and does not represent the majority of their remuneration. We have put in place a supervisory program to ensure that their recommendations are appropriate to clients' investment objectives and horizon, as well as their risk profile, investment knowledge and overall financial situation.
     
• Material error: Material errors should be corrected in a manner deemed appropriate by NBT depending on the specific facts and circumstances of the error and in accordance with the respective fiduciary duties to act in the best interest of clients. A policy and procedures have been established to manage these errors.
  

REFERRALS BY THIRD PARTIES OR BETWEEN NBT AND OTHER COMPANIES OF THE NATIONAL BANK GROUP

Third parties may, from time to time, refer clients to NBT for our products and services. NBT may also refer clients to third parties. When such referrals entail a commission, this commission must comply with the regulations in effect and be subject to the required disclosures with the referred clients. This allows the client to make an informed decision about the referral and to consider any reasonably foreseeable conflict of interest. Any agreement must be made in the best interests of the clients and not solely for the purpose of receiving a commission.

NBT and other members of the National Bank group refer clients to each other according to the needs of each client, provided the client has given us their consent. If one member of the National Bank group does not offer the services that a client needs, that member will refer the client to another member of the group that does. Referrals must always prioritize the interests of clients, regardless of the commission or benefits received. To ensure this, a referral program is in place to guide these practices.

Some business units in the National Bank group, including NBT, are registered under securities legislation. If you are referred to an entity for a product or service that requires securities registration, that entity is responsible toward you for activities that require registration.

REFERRAL COMMISSIONS

The referral agreements that NBT concludes from time to time with other members of the group, under which NBT refers its clients to other members of the group or has clients referred by other members of the group, set out how commissions are to be shared. These referral agreements do not increase costs or fees related to services provided to clients. Clients therefore do not pay higher fees because a referral agreement was signed between NBT and another member of the group. However, the commissions that NBT and the other members of the group share encourage each of them to refer clients to the other. The amount of the commission varies depending on the member of the group taking part in the agreement and on whether the client is referred to NBT or by NBT. All clients will be specifically informed of the referral agreements that may affect them at the time of the account opening.

NBT and the members of the group have adopted policies and procedures to help them identify and address any material conflicts of interest that could arise from client referral agreements. NBT will not be a stakeholder in and will not be apprised of your particular transactions with the other member of the group other than with regard to any client referral commission generated or any specific authorization you may give to the group member in your account opening form allowing it to continue to provide you with its services.

NBT's service offering focuses almost exclusively on products and services manufactured and offered by NBC and its subsidiaries, including: NBI Funds, NBI Private Portfolios, exchange traded funds, linked notes, guaranteed investment certificates including those related to markets issued by NBC or a member of its group, and liquidity solutions such as the Altamira CashPerformer^® Account

We manage this conflict by assessing each client's investment needs and objectives and ensuring that the proposed NBI product best suits the client’s needs. If this is not the case, a competing product will be offered to him. Our employees receive no compensation or benefit from recommending an exclusive product. A due diligence review of the products offered is carried out on an ongoing basis.

From time to time, other situations of existing or reasonably foreseeable conflicts of interest may arise. NBT undertakes to do what is needed to identify and handle these situations in a fair and reasonable way, given the due diligence standard with which we must comply in our dealings with clients.

In addition to the discretionary portfolio management services, NBT, as a trust company, also offers the following services: fiscal trustees, fiduciary and testamentary services, estate planning, custody or custodian services and specialized services to institutional clients.  

In managing a client's portfolio, we must obtain financial or personal details from the client, including their name, address, phone number, email address and if applicable, information about their job and financial situation. This information is used specifically for identification purposes and, if applicable, to determine their investor profile.

Prior to making a recommendation for buying or selling securities for your managed account, NBT is required to ensure that the transaction corresponds to the investment policy established based on your investor profile.

In accordance with regulations, your agreement with the custodian National Bank Independent Network (“NBIN”) and the agreement between NBT and NBIN, you will receive a statement of account at least quarterly. This statement includes data relating to all positions and transactions made during the reporting period. It also presents information about the securities such as the quantity and cost, price and value of each security held. In the case of transactions carried out during the period, the statement indicates the nature of the transactions, the dates on which they occurred as well as the name and number of the securities held. Both NBIN and NBT are responsible for ensuring the completeness and accuracy of the information contained in the statement provided by NBIN.

In addition, BNT provides you with quarterly information on the main financial markets and the portfolio manager's outlook in this regard. Semiannual and annual financial reports presenting all investment portfolios are also sent to clients who hold NBI Funds.

Investing in financial instruments, regardless of their nature, involves significant potential risks. You should therefore not agree to invest in financial instruments if you do not know the nature or scope of the risks to which they will expose you. This is also true when giving a discretionary portfolio management mandate because by doing so, you mandate a manager to choose financial instruments on your behalf. We have therefore prepared the following information to better explain the risks involved in discretionary management and investing in general. Please read this information carefully and feel free to contact your account representative if you have any questions. It is important to understand that this list is not exhaustive and does not cover all risks resulting from the use of the financial instruments available as part of the services NBT provides. 

We will begin by explaining the most important basic correlation in investing: the risk-return ratio. We will then cover the main types of risks inherent in investment management: market risk and investment management risk.

Risk-Return Ratio

Risk and returns are closely related. To increase the potential rate of return of your investments, you should probably opt for instruments that carry a greater risk factor (defined in this context as the degree to which the investment’s market value and rate of return can vary). The daily values of “risky” investments tend to fluctuate more often than those of “safe” investments, so the riskier the investment, the greater you can expect these fluctuations to be. Since these fluctuations can result in an increase or decrease in the investment’s value, this will result in gains during certain periods and losses during others. 

Risky investments generally offer higher potential long-term returns than less risky investments. However, since the magnitude of price variations for risky investments tends to be greater, such investments can also result in much bigger losses than safer investments. 

Every management mandate is governed by an investment policy established by the client and their portfolio manager (usually called an investment policy) and this investment policy defines the client's position on the risk/return scale. Certain regulatory measures complete it based on the circumstances. NBT is required to manage each mandate within applicable management constraints.

Before investing, you must carefully establish your investment policy or your investor profile, as applicable, and be comfortable with the corresponding level of risk.

Market Risk

Market risk is a type of risk directly or indirectly inherent to any investment in financial markets, whether in be in debt securities, equities or derivatives. It concerns the unpredictability of returns in the short term delivered by such investments, which are very volatile in some cases. These returns are impacted by the economic outlook, political events and investor psychology as well as fluctuations in interest rates and currency exchange rates. 

Because NBT uses different forms of investment in financial markets such as equities, debt securities and derivatives, you must be aware that all funds entrusted to NBT are exposed to market risk; your original investment (capital) is therefore not guaranteed. However, we make sure that the allocation of your investments in your portfolio strictly complies with your investment policy.

Investment Management Risk

Investment management risk is connected to the strategic choices made by portfolio managers and the individual securities transactions executed to implement them. A decision to over- or underweight a specific security, asset class, economic sector or geographic region can result in either positive or negative performance compared to benchmark market indexes.

Our active risk management approach is focused on diversifying securities and sectors. Our managers firmly believe that capital preservation and a low level of absolute volatility are the cornerstone of sound risk management. In this way, our management philosophy favours value-based sectors and securities as well as solid financial structures to overvalued or momentum-type investments.

In exchange for portfolio management services provided to you by NBT, you must pay fees calculated based on the grid set out in the discretionary management agreement. NBT's portfolio management fees are generally set based on a declining scale according to the portfolio's value. These fees are calculated and billed on a basis agreed upon with you.

Certain fees and charges are subject to applicable federal and provincial taxes.

Independent dispute resolution or mediation services are available to resolve any dispute that could arise from the discretionary management services offered by NBT.

As an NBT client, you have the right to file a complaint directly with NBT, which will forward it to the appropriate department, in accordance with our internal complaint and dispute resolution procedure. In the event that the internal resolution process does not provide a satisfactory solution, you then have access to the services of the Client Complaint Appeal Office (CCAO) as well as those of the Ombudsman for Banking Services and Investments of Canada.

If you are a Quebec client, the Autorité des marchés financiers also offers you mediation services if the complaint and dispute resolution mechanisms that we offer do not result in a satisfactory outcome. In this context, you can request to have your written complaint forwarded directly to the Autorité des marchés financiers so that it may analyze your file and recommend mediation, as needed.

Under existing regulations, NBT must notify you of the following information:

a) Its head office is located in the province of Quebec.
b) It is a non-resident corporation in the other Canadian provinces and territories.

Below are the names and addresses of NBT agents in the provinces outside Quebec where it carries out its activities:

1. National Bank Trust is a trademark used by National Bank Trust inc., a wholly owned subsidiary of the National Bank of Canada, hereinafter “NBC”.