Relationship Disclosure Information

Information about our Relationship with You.

This Relationship Disclosure Information (“RDI”) document aims to provide all the information a client would consider important about their relationship with Foundation Wealth Partners LP (“FWP”, the “Firm”, “we” or “us”). In some cases, we are required by securities regulation to disclose this information to you. But in all cases, this information will help to ensure that our relationship is based on a mutual understanding of our products and services. If we change any information significantly, we will provide you with advance notice.

This document should also be read in conjunction with the Investment Management Agreement (“IMA”) you signed when you opened your accounts and the Investment Policy Statement (“IPS”) to which you and your Portfolio Manager have agreed. There are a number of cross references between the three documents, so it is important that you read all of them. Important information may also be contained in other documents that we have provided to you or will provide to you in the future. If you have any questions about the contents of this document or any of the other documents, please contact your Portfolio Manager directly, or FWP’s general email inbox.

Who we are

FWP is registered as a Portfolio Manager (“PM”) and an Exempt Market Dealer (“EMD”) in all Provinces of Canada and in the Yukon Territories. A Portfolio Manager may act as an adviser in respect of any security, and an Exempt Market Dealer may sell securities without the protections associated with a prospectus. FWP’s principal regulator is the Ontario Securities Commission (“OSC”).

FWP primarily provides discretionary investment management services on the investments of individuals, corporations, trusts and other legal entities who are permitted to hold Canadian investment accounts. We provide the full range of investment accounts to Canadian investors, including registered accounts, like RRSPs, TFSAs and RESPs. In addition, as an EMD we may market certain investment products to our clients or external clients.

In providing our services to you, we may employ or engage a number of outside service providers to facilitate service delivery. These may include custodians, distributors, brokers, depositories, electronic data processors, amongst others. Our selection process for these service providers is thorough and intended to ensure that they can deliver the services at a level that meets the level that we are required to provide to you. We also have oversight procedures to ensure that they continue to deliver the level of service that we have contractually established with them.

Fiduciary Duty to Clients

As a registered portfolio manager, FWP has a fiduciary duty to our clients, and our staff cannot:

Engage in any act or course of business that is fraudulent, deceptive or manipulative;
Engage in any transaction or course of business that may operate as a fraud or deceit upon any client or prospective client;
Employ any device or scheme to defraud any client or prospective client.

To exercise its fiduciary duties and meet the statutory standard of care, FWP must make full and fair disclosure to our clients of all material facts relevant to the transactions affected by FWP for our clients, particularly when the interest of FWP may conflict with our clients’ interest. FWP should always:

Have a reasonable and independent basis for investment advice; and
Ensure that investment advice and actions are suitable to the client’s objectives, needs and circumstances and which place the client’s interests first.

Safekeeping of clients’ assets

When you become a client of FWP, your assets are held by a third-party custodian, Fidelity Clearing Canada ULC (“FCC”). FCC is a member firm of the Canadian Investment Regulatory Organization and we have selected FCC to custody our client accounts because of their ability to service our clients’ needs, their attention to service, their technology platform and their independent nature. FCC will hold your assets in trust for you in nominee accounts. Your investments will be tracked in FCC’s books and records. We may give instructions on the investments in your accounts, but at no time will we hold any cash or securities, nor do we have access to any of your assets. FCC will be responsible for record keeping of your investments and will provide you with tax reporting and tax slips.

Investment assets held by a custodian may potentially be exposed to a risk of loss under the following circumstances: (i) in the event of the custodian’s insolvency and bankruptcy; (ii) if there is a disruption in the custodian’s information technology system or (iii) loss arising from acts of fraud, willful or reckless misconduct, negligence, or errors from the custodian or its personnel. We thoroughly assess the reputation of our custodians, their financial stability, internal controls and ability to deliver custodial services.

Each client account held at FCC is insured by the Canadian Investor Protection Fund (CIPF) up to $1,000,000 for financial losses if a member firm of the Canadian Investment Regulatory Organization becomes insolvent, subject to limitations. Please refer to the CIPF Coverage Policy for more details.

Fund Securities

Some of your investments may be held directly at a fund company or other issuer in your client name. These client name investments are recorded on the books of the fund company or its transfer agent rather than being held by a custodian. Client name securities are subject to the custody and recordkeeping arrangements applicable to the fund company and disclosed in the offering document of the relevant fund. Investments held in client name at the fund company are not protected by CIPF and are subject to risk of loss if the fund company or its custodian become bankrupt or insolvent, or the fund company, its custodian or transfer agent experiences a breakdown in its information systems.

General description of the products and services offered

The Firm is primarily in the business of providing discretionary investment management services to its clients pursuant to the Investment Management Agreement (“IMA”). Services are provided to taxable (non-registered) accounts and certain tax-exempt (registered) accounts in Canada (“Client Accounts” or “Portfolios”). The Firm offers clients a wide range of products, including pooled investment funds and individual securities, held in segregated accounts.

In determining how we provide advice for you, we will discuss your personal circumstances, including your financial situation, your investment goals and needs for current and future cash flow. The outcome of this discussion will be documented in your Investment Policy Statement (“IPS”), which combines your information with key investment principles and the skills of your Portfolio Manager to provide a framework for your investment portfolio. We will also recommend which of our investment services are best for you.

If you open a discretionary investment management account, we will decide what investments to purchase or sell for your account. We will make investment decisions based on the IPS we created with you, alongside considerations on prevailing market conditions.

Products we offer

Generally, we provide an open shelf of products, including but not limited to:

Stocks (common and preferred)
Government-backed securities
Bonds
Guaranteed Investment Certificates (GICs)
Mutual Funds, and other pooled investment funds
Exchange-traded Funds (ETFs)

We do not offer options or any derivative products, but we may invest a small portion of your portfolio in rights or warrants, if deemed suitable. For a comprehensive list of the products and services available, along with detailed information on the characteristics, associated risks and suitability assessment of each product, we kindly ask you engage with your Portfolio Manager. While we offer investment products from our related and connected issuer, Purpose Investments Inc, our recommendations are not exclusively centered around these offerings and are only recommended if we believe the investment is suitable and in your best interest.

FWP may also utilize its own pooled funds in client accounts (“FWP Pooled Funds”). FWP acts as the subadvisor for the following proprietary pooled funds administered by Purpose Investments Inc.:

Foundation Wealth Diversifier Pool
Foundation Wealth Equity Pool
Foundation Wealth Income Pool

FWP Pooled Funds cannot be transferred in-kind to another institution but can be liquidated to cash and settled in T+1 business days. Individual securities held in your accounts may be transferred in-kind or liquidated to cash and settled in T+1 business days. This may result in capital gains or losses in taxable accounts.

Most of the securities held by an account may be sold easily at a fair price. However, some securities may not be as liquid or sold quickly, either due to restrictions, the nature of the investment (e.g. an underlying real asset such as a building or a road that may not be sold easily), or certain characteristics of the security. Any difficulty in selling illiquid securities may result in redemption delays, a loss, or a reduced investment return. We will take reasonable steps to assess and understand securities transferred into clients’ accounts at FWP from another institution, as well as those that are a result of a client directed trade, within a reasonable time after the transfer or trade.

Related and/or Connected Issuers

Under certain circumstances, FWP may trade in, or recommend securities of, a related or connected issuer.

A person or entity is a “related issuer” to FWP if, through the ownership, direction or control over, voting securities or otherwise, (i) the person or company issuing securities is an influential securityholder of FWP, (ii) FWP is an influential securityholder of the person or company issuing securities or (iii) if each of them is a related issuer of the same third person or company.
A “connectedissuer” is an issuer that has a relationship with FWP that, in connection with a distribution of securities of the issuer, may lead a reasonable purchaser of the securities to question if the issuer and FWP are independent of each other. There are potential conflicts of interest which could arise in connection with FWP engaging in activities as an exempt market dealer in respect of securities of related and connected issuers.

The following entities may be considered a related and/or connected issuer of FWP:

Purpose Investments Inc. (PII) is registered as an Investment Fund Manager (IFM), Portfolio Manager (PM), Exempt Market Dealer (EMD), and Commodity Trading Manager (CTM) in Canada. PII primarily manufactures investment products, some of which may included in FWP clients’ investment portfolios. PII is part of the of the corporate group of Purpose Unlimited Inc., which also includes FWP’s service provider Advisor Solutions by Purpose.
Steadyhand Investment Funds Inc. (“SIFI”) is registered as a Mutual Fund Dealer (Canadian Investment Regulatory Organization (“CIRO”) in Canada. SIFI focuses on the distribution and sale of mutual fund units to investors. SIFI is part of the of the corporate group of Purpose Unlimited Inc., which also includes FWP’s service provider Advisor Solutions by Purpose.

FWP will always manage clients’ investment accounts in their best interest. Sometimes, FWP’s Portfolio Managers may elect to invest in proprietary securities manufactured by issuers that are a related and/or connected issuer. While FWP does not get compensated for recommending product by its related issuers, this may nevertheless be regarded as a conflict of interest. This is further detailed in the conflict of interest section of this document.

Prior to any purchase you make of a related or connected issuer, FWP Wealth is required to and shall inform you of the existence of the relationship between FWP and the related or connected issuer, explain the nature and extent of the conflict of interest, either through receipt of this disclosure or otherwise, and explain how it could affect the services FWP provides to you.

The following is a list of proprietary funds offered by our related and/or connected issuers that may be included in FWP’s investment portfolios:

Foundation Wealth Diversifier Pool
Foundation Wealth Equity Pool
Foundation Wealth Income Pool
Longevity Pension Fund
Purpose Bitcoin ETF / Purpose Bitcoin Yield ETF
Purpose Credit Opportunities Fund
Purpose Diversified Real Asset Fund
Purpose Enhanced Premium Yield Fund
Purpose Ether Yield ETF
Purpose Global Bond Class
Purpose Gold Bullion Fund
Purpose High Interest Savings Fund
Purpose International Dividend Fund
Purpose Mezzanine Debt Fund
Purpose Marijuana Opportunities Fund
Purpose Premium Money Market Fund (Capped)
Purpose Structured Equity Yield Fund
Purpose Tactical Asset Allocation Fund
Purpose US Cash Fund

This list of related and connected issuer proprietary product is not exhaustive. It may not include all products offered by our related and/or connected issuers and will change from time to time. Please contact your Portfolio Manager if you would like the most current list of related proprietary products.

Other Related Parties

The following non-issuer entities may, through the ownership, direction or control over, voting securities or otherwise, be regarded as related parties of FWP:

Harness Investment Management Inc. (Harness) is registered as a Portfolio Manager and Exempt Market Dealer in Canada. Harness primarily offers discretionary investment services to clients through introductions from a third-party or affiliated entity. This differs from FWP, which engages clients directly.
FW Partners Insurance Advisors Inc. (FWPIA) is an insurance Managing General Agent that delivers insurance solutions to their clients.
Advisor Solutions by Purpose (PAS) is a technology service provider that provides a complete end-to-end platform that empowers advisors to begin, grow, and manage their independent business. PAS provides comprehensive business support to FWP.

Service model

FWP’s core service model in centered around providing you with discretionary investment management services. Through discussing your goals, your investment horizon, and your tolerance and capacity to take risk, we will build a comprehensive investment plan with you. The investment management advice we provide is offered to you by your Portfolio Manager or Associate Portfolio Manager, who are registered with Canada’s provincial securities commissions. Where our team members are licensed as a financial planner, you may also receive a comprehensive financial plan as part of your investment plan.

FWP may also offer enhanced services for your specific needs, such as ongoing financial planning, estate planning, family enterprise planning, and complex portfolio management solutions. We will tailor these services to you as part of our ongoing discussions on your investment needs.

These services are all fee-based, meaning that FWP only receives compensation from the management fees charged in your accounts. We do not earn any commissions from the sale of financial products or financial transactions.

Registration of Registered Individuals

Registered employees or agents who advise clients must be registered as an Advising Representative (AR), Associate Advising Representative (AAR), or Dealing Representative (DR) of the Firm if they are conducting activities on behalf of the Firm that require registration in these categories (“Registered Individuals”). The registration category will determine the individual’s title and responsibilities. Please refer to our website for the current roles and titles of each individual.

An Advising Representative can use the title “Portfolio Manager”. Your Portfolio Manager is solely responsible to provide you with advice on investments, manage your investment portfolio, make changes to your investments, and discuss your personal and financial circumstances for your investment portfolios. As a discretionary Portfolio Manager, they have a fiduciary duty to always act in your best interest in making these decisions.

An Associate Advising Representative can use the title of “Associate Portfolio Manager”. Your Associate Portfolio Manager may perform the same duties as a Portfolio Manager, subject to the supervision and pre-approval of advice by a Portfolio Manager.

Any individual who is not registered as an Advising Representative or Associate Advising Representative may provide you with additional services as outlined below, but may not provide you with advice on investments, manage your investment portfolio, make changes to your investments, or discuss your personal and financial circumstances for your investment portfolios.

Your Private Wealth Manager will work with you on your financial plan, insurance needs, tax planning, estate planning and any other services, excluding investment recommendations, to provide you with the management of your financial goals. Individuals registered as a Dealing Representative can obtain “know-your-client” (KYC) information, describe the Firm’s services and explain characteristics of the Firm’s products.
Your Client Services team will assist you with your day-to-day administrative support, including your cash flow requests, scheduling appointments and attending to all general enquiries. They do not make investment recommendations or decisions.

There are certain activities, such as financial planning, tax planning, and insurance products and services, which do not require registration with the provincial securities commissions but may be subject to registration requirements and standards by other governing bodies.

Know Your Client and Suitability

The Firm is required under securities law to collect and document sufficient and appropriate Know Your Clients (“KYC”) information to ensure that products and trades are suitable for clients. In addition to the KYC requirement, the Firm must satisfy the suitability requirement. The Firm must take reasonable steps to ensure that a purchase or sale suitable for the client and puts the client’s interests first, before making a recommendation or accepts an instruction from a client.

The personal information that we collect is often called the Know Your Client or KYC information. It can be broken down into three broad areas:

Your identity – This information includes your name, address, birth date, current employment and social insurance number. For non-individuals, this includes legal name, head office address, type of legal entity (corporation, trust, other entity) and whether someone other than the client has financial interest in the account. It helps us verify who you are, if you are an insider or a Politically Exposed Person, and your reputation, to meet our obligations under the federal Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and other federal laws aimed at the prevention and detection of money-laundering and terrorist financing.
Your financial situation – This information includes your current income level, your existing investment portfolios and other assets, any debt you may have against these and your net worth. We will also collect information about your existing banking relationships. It helps us establish the base line from which we will help you reach your financial goals.
Your portfolio requirements – To make a determination on a suitable investment portfolio, we need to understand what your financial goals are and when you expect to start taking money out of your accounts. A crucial part of this analysis is to understand your liquidity needs, time horizon, your understanding of the financial markets, your investment objectives and your tolerance with taking risks to achieve your goals. Your investment goals represent the specific outcomes you aim to achieve through your investments, such as preserving capital, generating income, capital growth or speculation. We have developed a risk assessment questionnaire that helps us to understand who you are. Once we have determined a risk appetite score and profile for you, we will use it to help assess the suitability of all investment advice or actions we provide to you.

We will make reasonable efforts to keep your KYC information current and we will ask you to confirm the accuracy the information we have on file at least on an annual basis. If we determine there has been a significant change made to your KYC, such as a change to your risk profile or investment needs, we will review your portfolio to ensure it remains suitable. We will protect your personal information to ensure that only individuals who need access to service you or support our regulatory obligations can see it, which includes employees of Foundation Wealth and certain service providers. We will protect your information from unauthorized access by external parties. Please review our Privacy Policy for further details on how we deal with your information, and what your rights are related to the information we collect about you.

Trusted Contact Person and Temporary Holds

To assist us in protecting your investments, we will ask you for the name and contact information of a Trusted Contact Person (“TCP”). A TCP is generally someone we would contact to confirm or make inquiries about possible financial exploitation, or if we have concerns about your mental capacity as it relates to your ability to make financial decisions. Financial exploitation generally means the use or control of, or deprivation of the use or control of, a financial asset through undue influence, unlawful conduct or another wrongful act. We will ask for your consent to contact that person in certain circumstances. We may also contact your Trusted Contact Person to confirm your current contact information if we cannot reach you after multiple attempts, or to confirm the name and contact information of a legal guardian, if any. You can replace or revoke your Trusted Contact Person at any time.

If we reasonably believe that you are in a vulnerable position, are being financially exploited, or that you are experiencing diminished mental capacity which may affect your ability to make financial decisions relating to your account(s) held at FWP, we may place a temporary hold on a particular transaction. A vulnerable position includes where an illness, impairment, disability or aging-process limitation places you at risk of financial exploitation. If we place a temporary hold on a particular transaction, we will provide you with notice, either written or verbal, explaining our reasons for the temporary hold, and at least every 30 days thereafter until the temporary hold is revoked. We may also contact your Trusted Contact Person about a temporary hold.

Your role in our relationship

It is important that you actively participate in our relationship. In particular we encourage you to:

Keep us fully and accurately informed regarding your personal circumstances, and promptly advise us of any change to information that could reasonably result in a change to the types of investments appropriate for you, such as a change to your income, employment status, investment objectives, time horizon or net worth.
Review the documentation and other information we provide to you regarding your accounts, transactions conducted in your accounts and the holdings in your portfolio.
Ask questions of and request information from us to address any questions you have about your accounts, transactions conducted in your accounts or the holdings in your portfolio, or your relationship with us.

Fees and other expenses

FWP charges management fees for its services offered based on the assets under management in your accounts, as outlined in the fee schedule in your Investment Management Agreement in conjunction with your Investment Policy Statement. This fee is calculated monthly based on the average daily value of your portfolios and charged monthly in arrears. Unless you indicate differently, we will deduct our management fee from your investment account.

FWP does not charge brokerage commissions (soft dollars) on the securities traded for and held in your accounts, nor are third party brokerage commissions charged to your accounts.

FWP does not receive, or expect to receive, compensation from a person or company other than its clients in connection with the purchase or ownership of a security in your account.

Trailer fees – some securities may have an embedded trailing commission for the advisor. While FWP’s policy is that Portfolio Managers will not purchase any securities with a trailer fee, clients may transfer in these securities into their FWP accounts from their investment accounts at an external institution. We refer to these securities as legacy assets. Where possible and available, FWP Portfolio Managers will seek to switch these securities out for a non-trailer fee paying fund series, or find a suitable comparable investment, within a reasonable period of time. If we receive compensation via trailer fees in this manner, we will refrain from imposing additional management fees that would result in a duplication of fees. We have systems in place to monitor that we are not compensated twice for the same investment.

The custodian of your investment accounts may charge operating and transactional fees that may apply to your accounts, such as transfer fees, registered plan deregistration fees, or NSF charges. These fees are outlined in your Investment Management Agreement. For greater clarity, these fees are not paid to FWP but are paid directly by you to the custodian.

Within certain securities that may be held within your investment portfolio, additional charges from the investment fund manager of the issuer of the securities may apply. Detailed information pertaining to the associated fees, cost (and any compensation remitted to FWP by the product manufacturer, should that be applicable) will be outlined in the issuer’s offering documents such as Fund Facts, EFT facts, prospectus or offering memorandum. Your Portfolio Manager can provide this information to you when making a recommendation, ensuring such an investment is suitable and in your best interest. FWP does not receive any sub-advisory fee compensation for the Foundation pooled funds it sub-advises on.

The advisory fees you pay to FWP and custodial fees that you pay to FCC and other fund management, operating and transaction charges, impact the market value of your portfolio. The impact of fees reduces investment returns and this impact, due to the effect of compounding, increases over time.

Account Statements

On a monthly basis, or quarterly if there is no activity in the account, FWP will provide you with the statement produced by the custodian of your investment accounts. These statements include all your account holdings and account activity.

On a quarterly basis, FWP will provide quarterly reports. These quarterly reports contain (a) information about each transaction conducted for you during the time period, (b) information about each security held in your account and (c) information about performance and charges, if any, relating to your investments.

On an annual basis, we will provide you with a report that includes the charges and compensation that have been paid by you to us through your investment accounts, as well as an investment performance report:

The Charges and Compensation report will include the total amount of our management fee and any other operating and transaction charges. It will also include the amount of any other compensation that we have received related to your account from other parties, including trailing commissions.
The Investment Performance report will include the market value of your account assets at the beginning and end of the period as well as all cash flows in and out of the account. It will also provide a percentage return for an account and your portfolio over several time frames.
It is important that you carefully review each statement and report that is sent to you and inform us promptly if you feel that there are any errors or discrepancies or if you have any questions or concerns.

We will generally make the FWP reports available to you electronically through our reporting portal. You will be notified by email when the reports are available. If you would prefer to receive paper copies of any report, we will make them available to you.

Trade Confirmations

On request, clients may opt in to receive trade confirmations for each trade. The confirmation will include details about the trade including the quantity and a description of the security purchased or sold, the price paid or received and any commission or other charges you will pay in respect of the trade.

Risks

General Risks of Investing

You should be comfortable about where your money is invested. This requires you to think about and understand your own tolerance for losing money, even temporarily, your ability to experience losses without changing your budget (known as risk capacity) and the risk level of your investments. It is important that you understand that your investments are not guaranteed. Therefore, the greatest risk to you as an investor is that you could lose all or part of your investment. Unlike bank accounts or guaranteed investment certificates (GICs), stocks, bonds, money market securities and funds are not covered by the Canada Deposit Insurance Corporation or any other government deposit insurer.

Accounts hold different kinds of investments depending on their investment mandate. The value of investments in any account will fluctuate on a daily basis, reflecting changes in interest rates, economic conditions and markets as well as company news. Therefore, the value of any portfolio’s securities may go up or down. As a result, the value of your investment when you sell it may be more or less than when you bought it.

Risk-Return Trade Off

Risk and return are closely related. This means that to obtain a higher return, you may have to accept a higher possibility of losing money. A higher risk portfolio is generally less stable and it goes up or down in value, or “fluctuates” more. The more a portfolio’s return fluctuates, the more risk is associated with the portfolio. High-risk investments generally offer higher long-term returns than safer ones. Since they fluctuate more, high risk investments may post more negative short-term returns, compared to lower-risk investments.

Risks of Using Borrowed Money (Leveraging) to Finance the Purchase of a Security

Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines.

Securities may be purchased using available cash, or a combination of cash and borrowed money. If cash is used to pay for the security in full, the percentage gain or loss will equal the percentage increase or decrease in value of the security. The purchase of a security using borrowed money magnifies the gain or loss on the cash invested. This effect is called leveraging. For example, if $100,000 of securities are purchased and paid for with $25,000 from available cash and $75,000 from borrowings, and the value of the securities declines by 10% to $90,000, your equity interest (the difference between the value of the securities and the amount borrowed) has declined by 40% (i.e. from $25,000 to $15,000).

It is apparent that leveraging magnifies gains or losses. It is important that are aware that a leveraged purchase involves greater risk than a purchase using cash resources only if you are interested in using leverage for your accounts. The point at which the additional risk from a leveraged purchase becomes excessive is a determination to be made on an individual case basis by you and will vary depending on your circumstances and the security purchased.

It is also important that you are aware of the terms of a loan secured by securities. The lender may require that the amount outstanding on the loan not fall below an agreed percentage of the market value of the securities. Should this occur, you must pay down the loan or sell some of the securities so as to return the loan to the agreed percentage. In our example above, the lender may require that the loan not exceed 75% of the market value of the securities. On a decline of value of the securities to $90,000 you must reduce the loan to $67,500 (75% of $90,000). If you do not have cash available, you would have to sell securities to provide money to reduce the loan.

Cash is, of course, also required to pay interest on the loan. If you choose to use leverage for your investments, you are advised to have adequate financial resources available both to pay interest and also to repay the loan if the borrowing arrangements require such a payment.

Risks Relating to Currency

Whenever an account buys assets in a currency other than the base currency (for Canadians this is generally Canadian dollars), there are risks relating to exchange rates. As the base currency changes in value against the other currencies, the value of the portfolio securities purchased in those other currencies will fluctuate.

Some client accounts denominate the value of their securities in Canadian dollars, but invest in different currencies. The total value of their securities will fluctuate as foreign currencies change value in relation to the Canadian dollar. Some client accounts denominate the value of their securities in both U.S. and Canadian dollars. The total value of their securities denominated in Canadian dollars will fluctuate in relation to the U.S. dollar.

Risks Relating to Interest Rate Fluctuations

Investments are affected by interest rate fluctuations. An increase in interest rates will generally result in a decrease in the value of a fixed income security. An increase in interest rates may reduce the return of accounts holding debt or fixed income securities. On the other hand, a drop in interest rates may reduce the return of money market securities.

Risk Relating to Liquidity

Liquidity refers to the speed and ease with which an asset may be sold and converted into cash. Most of the securities held by an account may be sold easily at a fair price and thus represent investments which are relatively liquid. However, an account may invest in securities which are not liquid, i.e., which may not be sold quickly or easily. Some securities may not be liquid because of legal restrictions, the nature of the investment or certain characteristics of the security. The lack of purchasers interested in a given security or market could also explain why a security may be less liquid. The difficulty of selling illiquid securities may result in a loss or a reduced return for an account.

Risks Relating to Credit

An account can lose money if the issuer of a bond or other fixed income security cannot pay interest or repay the principal when it comes due. This risk is higher if the fixed income security has a low credit rating or no rating at all. This risk also exists if there is a reduction in credit rating or changes in general economic or business conditions result in the market perceiving that the risk of a failure to meet a required payment has increased. Fixed income securities with a low credit rating usually offer a higher yield than securities with a high credit rating but they also have the potential for substantial loss. These are known as “high yield securities”.

Risks Relating to Companies Listed on Stock Markets

The value of an account will increase or decrease with the market value of the securities in it. If an account holds stocks, the value of the account will fluctuate with changes in the market value of the stocks it holds. The market value of a stock will fluctuate according to the performance of the company that issued the stock, economic conditions, interest rates, stock market tendencies and other factors. Historically, equity securities are more volatile than fixed income securities. Securities of small market capitalization companies can be more volatile than securities of large market capitalization companies.

Conflicts of Interest

What is a Conflict of Interest?

In the course of providing services to you, there may be situations in which there is an apparent difference between our interests and yours. A conflict of interest exists where the interests of different parties, such as the interests of clients and those of FWP or the interests of two or more clients, diverge or are inconsistent. We always put your interests ahead of ours and we are driven to identify the situations in which such a conflict may arise and address them promptly. In addition, our regulators require us to take reasonable steps to identify and respond to potential conflicts of interest. There may be a real conflict, but equally as important, is the potential that the conflict may be perceived by an outside person. When faced with such a conflict, we will exercise the business judgment of a reasonable person, uninfluenced by considerations other than the best interests of our clients.

In exercising our judgement, we consider whether a real or perceived conflict of Interest can best be dealt with by 1) Avoiding the conflict, 2) Controlling the conflict through policies and procedures or 3) Disclosing the conflict to clients. Once we determine our course of action for an identified conflict of interest, we update our policies and procedures to ensure that all employees are familiar with their responsibilities in relation to the conflict. Some of the measures we may use include controlling the sharing of information within the company, segregating tasks and the supervisory responsibility for them and adjusting financial incentives. Finally, we may also require that the conflict be disclosed to you and that you provide us with your consent to proceed.

Portfolio Management and related and connected issuers

The Firm offers products manufactured by Purpose Investments and Foundation Wealth Partners pooled funds, which are considered to be “proprietary products” as they are offered by a related and connected issuer (Purpose Investments). A conflict of interest may arise if the Firm can be seen as making a decision to offer its own (Self-dealing) or related party products and make decisions or recommendations to purchase, redeem or hold the products. The potential risk and impact to clients is that the Firm is providing clients with access to or promoting products offered by a related and connected issuer. The Firm may have direct or indirect interest in the success of the product, if FWP partners, officers or portfolio managers have ownership interest in the related and connected issuer. FWP manages this conflict in the best interest of the client by maintaining policies and procedures in place (including its Dealing with Clients Policy) which require the portfolio manager to conduct a suitability assessment to ensure that each investment is suitable for a client and in their best interests, and in line with their personal, financial and other circumstances. The Firm is incentivized to create products with the best possible long term returns and risk as this is the foundation of client attraction and retention. The Firm also offers investments in third party products, so any suitability determination conducted by the Firm and its representatives may consider the larger market of non-proprietary products and whether those products would be better or worse in meeting the investment needs and objectives of the clients. FWP does not receive compensation based on the investment products used in their clients’ investment portfolios. FWP is compensated by clients through management fees charged on assets under management (AUM). The Compliance Team samples clients’ IPS to ensure that the portfolio recommendation is in line with the clients’ investment goals and objectives, KYC, KYP, and suitability assessment.

Valuation of Proprietary Products

FPW monitors the valuation of its related proprietary funds managed and administered by Purpose Investments Inc. to ensure that securities are valued accurately and consistently, and I accordance with Purpose Investment Inc.’s Valuation Policy. This Valuation Policy outlines processes to deal with exceptional circumstances, to address any conflict of interest, if any, and to outline a process to detect and prevent incorrect valuation in order to ensure fair treatment to all FWP clients invested in Foundation proprietary or related funds.

Compensation: Trailer fee paying securities

A perceived or potential conflict of interest may arise if a client has a fee-based advisory account if that account also holds securities with embedded fees (“Trailer Fee”). The potential risk and impact to clients is that if these securities are not excluded from the advice fee calculation for FWP’s fee-based accounts, a client could pay for advice twice. FWP manages this conflict in the best interest of the client as the FWP’s accounts are fee-based, meaning the Firm is paid by charging management fees on assets under management. In turn, FWP’s Portfolio Managers may receive compensation through salary, and commissions linked to on assets under management. Neither FWP nor its Portfolio Managers receive financial compensation or sales incentives for recommending securities. FWP has policies and procedures in place (including its Portfolio Management Policy) which prohibits its Portfolio Managers from purchasing securities with trailer fees. When clients transfer in trailer fee paying assets from external investment accounts into their FWP accounts, the Portfolio Manager will convert these securities into a non-trailer fee paying series, if available, or look for a suitable substitute within a reasonable period, limiting where possible redemption penalties may apply in the best interest of the client. The Compliance Team tests samples to determine how long a trailer fee paying security is held in an account to ensure that Portfolio Managers are looking for suitable non-trailer fee paying alternatives. For any trailer fee paying securities that are held in clients’ accounts, the Firm excludes the market value of these assets from its management fee calculation, preventing the client from being charged twice for advice provided. The Firm’s Compliance Team reviews the Firm’s fee calculations, which includes checking to ensure that clients are not being charged management fees on securities that have trailer fees.

Fees: different management fee schedules

A perceived or potential conflict of interest could arise where a client is charged more than other clients for the same or substantially similar products or services. The potential risk and impact to clients is that is that there could be a breach of the registrant’s duty to treat clients fairly, honestly and in good faith. FWP is in the process of reassessing its management fee program to ensure that clients that receive similar products and services pay similar management fees, and that any deviations to FWP’s standard fee schedule have acceptable and measurable criteria in place to justify the fee differences among clients. In addition to disclosure of this conflict through the Relationship Disclosure Information document, this conflict will also be addressed through the IMA as part of its Fee Schedule.

Gifts and entertainment

A perceived or potential conflict of interest could arise if a Registered Individual, officer, or director of the Firm gives or accepts gifts, donations, sponsorships, entertainment, compensation or gratuities from business partners or other parties of more than a minimal value in connection with the services provided to the client. For example, it could be perceived that a Registered Individual, may potentially offer and/or receive gifts from clients that may influence the services that Registered Individuals provide. The potential risk and impact to clients is that the gift, donation, sponsorship, entertainment, compensation, or gratuity from business partners or other parties may influence the Registered Individual’s or client’s decision-making. FWP manages this conflict in the best interest of the client by maintaining policies and procedures in place (including its Gifts and Entertainment Policy) that prohibit Registered Individuals, officers and directors from accepting gifts or entertainment beyond what the Firm considers consistent with reasonable business practice and applicable laws and pursuant to internal guidelines and limits. The Compliance Team maintains oversight through a tracking log of gifts and entertainment, and asks staff to certify on a quarterly basis their compliance with the policies and procedures and the limits described therein.

Outside activities (“OAs”)

A perceived or potential conflict of interest may arise because of an employee’s, officer’s or director’s activities or associations outside of their position with the Firm. A perceived or potential conflict can arise from such an individual engaging in such activities as a result of compensation received, the time commitment required, or the position held by the individual in respect to the outside activities. The potential risk and impact to clients is that outside activities may call into question or interfere with an individual’s ability to carry out their responsibilities and services to the Firm or its clients. This could give rise to confusion as to which entity the individual is acting for which providing services to the Firm or its client, and/or place the individual in a position of power or influence over clients or prospects. FWP manages this conflict in the best interest of the client by maintaining policies and procedures in place (including its Registration Policy) to ensure Outside Activities are reported and disclosed. Annually, compliance will review LinkedIn profiles and perform Google searches of the Firm’s Registered Individuals to identify unreported outside activities. The Compliance Team maintains a tracking log of Outside Activities and asks staff to certify on a quarterly basis their compliance with the policies and procedures.

Trading: Personal Trading

Trading of securities by employees creates a perceived or potential conflict of interest because there is a potential that they take advantage of investment opportunities to the detriment of clients. In addition, employees with knowledge of trading decisions for the Firm’s clients and proprietary or related funds could use that information for their benefit. The potential risk and impact to clients is employee front running, and other prohibited trading practices. The employees may utilize material non-public information regarding the trading of securities for clients for their own personal benefit, potentially to the detriment of clients or take advantage of investment opportunities to the detriment of clients for the funds. FWP manages this conflict in the best interest of the client as the Firm’s employees are subject to the personal trading policies and procedures. The policies are intended to ensure that employees do not put their personal interests ahead of our clients. The Firm ensures that employees who have direct knowledge of client assets, like portfolio managers, are required to request approval for trades in their personal accounts, or accounts in which they have a beneficial interest, for most securities. Employees, directors, and officers are required to provide account statements from their brokers as a way to monitor trading activity to ensure compliance with the policies. The Compliance Team reviews on a quarterly basis that all employees’ personal account statements have been provided to its personal trading monitoring software StarCompliance and ensures that all trades were pre-cleared in accordance with the Personal Trading policy. Registered Individuals are required to report access to Material Non-Public Information (MNPI) to the Firm’s Compliance Team as per its Personal Trading policy. Any securities where Registered Individuals have reported access to MNPI will be added to a trade restriction list.

Compensation: direct or indirect share ownership in service providers (PAS)

A perceived or potential conflict of interest may arise as some FWP’s partners, employees or agents may own shares in its service provider Advisor Solutions by Purpose (“PAS”), or receive compensation in the form of Equity Stock Options or Restricted Share Rights in its service provider (“PAS”) or its parent company Purpose Unlimited (“PU”). This conflict may also extend to individuals or entities at PU having ownership interest or control in other service providers that provide services either directly or indirectly to FWP. The potential risk and impact to clients is that a direct or indirect ownership interest in its service provider by employees or agents may affect FWP’s ability to objectively assess the quality of services provided by PAS and associated service providers as FWP’s key service provider. FWP manages this conflict in the best interest of the client by maintaining policies and procedures in place (including its Service Provider Oversight Policy) to regularly assess the quality of services provided by its service providers, which includes PAS and associated service providers. The Compliance Team monitors that the Service Provider Oversight assessment is completed by FWP’s Head of Operations to ensure that PAS is adequately delivering its services. The service provider oversight is conducted by agents of FWP through its General Partner (GP). These agents may receive Equity Stock Options or Restricted Share Rights in PAS or PU as part of their compensation. While we recognize as a potential conflict, their ownership (excluding the CEO) is generally not material. FWP’s CEO, who is also CEO and a material shareholder of PAS, will not perform the oversight assessment to promote the assessment’s objectivity. FWP Partners do not decide on the day-to-day business operations of the Firm, which is managed by the FWP General Partner (GP). As such, any PAS or PU share ownership by partners does not materially impact FWP’s ability to objectively assess the quality of services provided by PAS. FWP’s business and compliance representatives have a bi-weekly risk meeting to discuss risks and priorities within FWP. In addition, they have a separate bi-weekly risk meeting with PAS to discuss any risks that arise from its use of PAS’ services and related service providers.

Shared Premises

A perceived or potential conflict of interest may arise as the Firm shares premises with Purpose Unlimited and its affiliated entities, including Purpose Investments Inc., Advisor Solutions by Purpose, Harness Investment Management, and Driven by Purpose. The Firm may also share premises with third parties. A perceived or potential conflict of interest may arise if the entities share confidential or client information. Shared premises may also lead to client confusion about which entity the client is dealing with. The potential risk and impact to clients is that client’s personally identifiable information (PII) is shared with an external party, or that clients are unclear which entity they are dealing with. FWP manages this conflict in the best interest of the client as the Firm has an NDA in place with each entity it shares an office with. The Compliance Team ensures that client information for each entity is held in strict confidence and is maintained separately, unless expressly authorized by law or with the clients consent to share such information. All FWP clients are assigned to a Portfolio Manager that works for FWP. There should be no confusion to clients as the PM is not dually employed. The PMs business card, email, signature lines represent their employment with FWP. All FWP offices clearly use FWP signage.

FWP has policies and procedures in place (including its Marketing policy) where the CCO or delegate must approve all corporate titles, social media titles and business cards of Permitted Individuals, Registered Individuals and Employees to make sure they are accurate. The business card must identify the individual’s name, position (e.g., an advising representative or an associate advising representative of the Firm), office address, telephone number and other contact information.

Trading: fair allocation; cross trading

Aggregation & Allocation: A perceived or potential conflict of interest may arise where the Portfolio Manager may aggregate orders for a number of client accounts for the purchase of a particular security. The selection of which client accounts will participate in the allocation may result in a conflict of interest. This may also be true in cases where a Portfolio Manager could aggregate and/or allocate trades in a manner that favours itself rather than the clients. The potential risk and impact to clients is that the Portfolio Manager may allocate trades in a manner that is more favourable to certain accounts rather than treating all accounts equally. For example, accounts where the Portfolio Managers have interest in the account or a personal relationship with the account holder. FWP manages this conflict in the best interest of the client as FWP has policies and procedures in place (including its Fair Allocation policy) to control any potential conflict and ensure all executed trades are allocated in accordance with its policy. Executed trades are allocated in proportion to the size of the orders, without favoritism to specific clients. The Compliance Team will verify with the Trading Team that all trades have been processed in accordance with the Fair Allocation policy.

Cross Trading: A perceived or potential conflict of interest may arise if the Portfolio Manager facilitates a trade between clients (“Cross Trading”) and has conflicting loyalties between the buying and selling parties. The potential risk and impact to clients is that if cross trades are not conducted transparently, it can potentially lead to the prioritization of one client’s interest over the other. FWP manages this conflict in the best interest of the client as FWP has policies and procedures in place (including its Cross Trading policy) to control any potential conflict and ensure that such trades are executed at the appropriate market price and in the best interest of both clients. In general, the Firm does not permit cross trading, unless approved by the CCO. The CCO will review and exercise its judgement that a cross trade is in the best interests of two clients.

Trading: Best Execution

A portfolio manager has the duty to perform its activities in a competent manner and must act solely for the benefit of the client. A perceived or potential conflict of interest may arise when the portfolio manager or its executing broker does not conduct an analysis that trades are achieved with the best outcome for the client. The potential risk and impact to clients is that trades are not executed with the best possible price and in the client’s best interest. FWP manages this conflict in the best interest of the client as the Firm uses Fidelity Clearing Canada to execute its trades. FWP has policies and procedures in place (including its Best Execution Policy) to ensure trades are reviewed and executed while seeking the best overall price and execution to meet its clients’ needs. The Compliance Team will assess whether the Firm’s trading team has executed trades in accordance with the Best Execution Policy.

Marketing: Third-party sponsored events

The Firm’s employees may sponsor or donate to charitable events, which may create a perceived or potential conflict where a prospective client, referral party or business partner may be connected to such event. The potential risk and impact to clients is that the Portfolio Manager is in a position of influence where the attendees feel obligated to use the services of the Firm as quid pro quo. FWP manages this conflict in the best interest of the client by maintaining policies and procedures in place (including its Gifts and Entertainment policy) which outlines that its employees are permitted sponsor events or donate to charities, including where a prospective client or business partner may be connected to such event. The amount of any such sponsorship or donation must be within the limit specified and pre-approved with the Compliance Team. All activities at industry-sponsored events are expected to be consistent with the sales practices rules per National Instrument 81-105 as guidance.

Misleading Communications related to Marketing Material

Marketing material may create a perceived or potential conflict of interest if material is not clear, accurate and contains exaggerated statements. The potential risk and impact to clients is that clients will be reviewing and making decisions based on inaccurate and/or misleading statements. FWP manages this conflict in the best interest of the client as marketing material is reviewed by the Compliance team on a pre-approval basis before being disseminated to the public as outlined in its Marketing Policy. FWP places reasonable reliance on the creation and maintenance of marketing documentation related to the FWP Pooled Funds by Purpose Investments Inc., which is the funds’ Investment Fund Manager and Portfolio Manager. FWP is the subadvisor to the FWP Pooled Funds and the FWP Compliance Team also reviews these materials. These pooled fund marketing documents are available on FWP’s website.

Misleading Communications related to Titles & Designation

Misleading communications related to titles & designations may be viewed as a perceived or potential conflict of interest, as the client places reliance that the Registered Individual has the requisite knowledge, experience and credentials to present them with advice and recommendations. The potential risk and impact to clients is that the client may make a decision based on advice and recommendations made to them by a person that is not qualified or registered in a capacity to do so. FWP manages this conflict in the best interest of the client by implementing policies and procedures related to registrations of individuals prior to client onboarding. Per its Registration of Registered Individuals policy, an individual may not engage in registerable activities until his or her registration is approved by the relevant Commissions. FWP may temporarily assign the advisor’s clients to an existing registered employee/agent for the purpose of handling registerable activities, to ensure registerable activities are performed by individuals with the appropriate registration while the transfer is being processed. FWP has a title policy with pre-approved titles, which employees have to adhere to. Only Registered Individuals can use Portfolio Manager (AR) or Associate Portfolio Manager (AAR). Clients receive a ‘new client letter’ before they onboard with the Firm which explains the roles & responsibilities of the individuals that will service them. The Compliance Team reviews all ‘new client letters’ prior to a client’s onboarding. They also review all employees’ use of titles per the Firm’s title policy.

Proxy voting

A perceived or potential conflict of interest may arise if FWP does not exercise proxy voting decisions in the long-term economic best interests of the beneficial owner of the securities, but instead exercises them in the interest of FWP’s own corporate interests, the interests of its related or connected issuers, or the interests of a service provider retained to cast proxy votes on the firm’s behalf. The risk and impact to clients is that proxy votes may be voted in ways that prefer the interests of FWP other special interest groups to the detriment of the long-term economic interests of the beneficial owner of the securities. FWP manages this conflict in the best interest of the client by maintaining policies and procedures in place (including a Proxy Voting Policy) which outline the general voting principles it follows in exercising its proxy votes. For greater clarity, the Firm does not invest in securities of issuers to exercise control over, or to participate in, the management of those issuers. FWP relies on an independent third-party service provider (Institutional Shareholder Services, “ISS”) to provide comprehensive research and voting recommendations, in alignment with FWP’s policies. ISS must vote in accordance with the proxy voting policy in the best long-term economic interests of the beneficial owner of the securities, and not in the interest of FWP or any of its related or connected issuers.

Vulnerable clients and trusted persons

A perceived or potential conflict of interest may arise if FWP’s Registered Individuals do not act in the best interests of vulnerable clients. This conflict may include failing to identify a client is vulnerable to persons that act unfairly, dishonestly and in bad faith towards the client. A conflict may also arise if the Registered Individual acts in a dual capacity where they provide advice and do no not disclose that they are also acting as a sole beneficiary, executor, trustee, or power of attorney to the client’s estate. The potential risk and impact to clients is that FWP fails to identify financial exploitation of its client and act in accordance with its duties a fiduciary. In cases where FWP’s Registered Individual also acts in a capacity where they might have a personal interest in the client’s account, the potential risk and impact is that they might choose their own interests instead of those in the best interest of the client. FWP manages this conflict in the best interest of the client by maintaining policies and procedures in place (including its Dealing with Clients Policy) which the advisors’ obligation to conduct a comprehensive Know Your Client (KYC) assessment, including the identification of signs of vulnerability (e.g. diminished capacity and financial exploitation), and the appointment of a Trusted Contact Person (TCP). FWP has policies and procedures in place (including its Dealing with Clients Policy) which prohibits personal financial dealings with clients e.g. sharing accounts with clients (other than family members), borrowing from clients, taking full control or authority over the financial affairs of a client, or purchasing assets from a client outside the normal course of a registrant’s business.

Version: June 2025