IPCIC Statement of Policies
STATEMENT OF POLICIES
Conflicts of Interest
Securities laws of Canada require securities dealers and other registrants to take reasonable steps to identify existing material conflicts of interest and material conflicts of interest that the registrant in its reasonable opinion would expect to arise between the registrant, including an individual acting on behalf of the registrant, and a client. In addition, when a registrant trades in or advises with respect to their own securities or securities of certain other issuers to which they, or certain other parties related to them, are related or connected, they are required to provide particular disclosure to the client.
These rules require dealers and advisers, prior to trading with or advising their customers or clients, to inform them of the relevant relationships and connections with the issuer of the securities.
To maintain public confidence and respect, IPC Investment Corporation (“IPCIC”) has adopted policies and procedures to assist IPCIC in identifying and minimizing any conflicts of interest that IPCIC may face.
A. General
Under certain circumstances, IPCIC may deal with you or for you in securities transactions where the issuer of those securities or the other party to the transaction is IPCIC or a party having an ownership or business relationship with IPCIC.
Since these transactions may create a conflict between IPCIC’s interest and yours, IPCIC is required by securities law to disclose to you certain relevant matters relating to the transactions.
This statement contains a general description of the required disclosure.
B. Important Concepts
“Related Issuer” – A person or company is a related issuer to IPCIC if:
- (a) the person or company issuing securities is an influential securityholder of IPCIC;
- (b) IPCIC is an influential securityholder of the person or company issuing securities; or
- (c) IPCIC, and the person or company issuing securities, are a related issuer of the same third person or company.
“Connected Issuer” – A connected issuer means an issuer or selling securityholder distributing securities where the issuer or selling securityholder, or a related issuer of the issuer or selling securityholder, has a relationship with any of the following persons or companies that may lead a reasonable prospective purchaser of the securities to question if IPCIC and the issuer are independent of each other for the distribution:
- (a) IPCIC;
- (b) a related issuer of IPCIC;
- (c) a director, officer or partner of IPCIC; or
- (d) a director, officer or partner of a related issuer of IPCIC.
Attached to this statement is a list of Related Issuers and Connected Issuers of IPCIC together with a concise statement of the relationship between them and IPCIC.
C. Disclosure
Where IPCIC acts as your dealer or advises you with respect to securities issued by IPCIC or by a Related Issuer or, in the course of distribution, by a Connected Issuer IPCIC must disclose the nature and extent of its relationship with the issuer of the securities, or that IPCIC is the issuer. IPCIC will also disclose to you where IPCIC knows or should know that, if as a result of IPCIC acting as your dealer or adviser, securities will be purchased from or sold to IPCIC, a Related Issuer or, in the course of distribution, from a Connected Issuer.
The following is a list of the time and manner in which these disclosures will be made:
- (a) Where IPCIC buys or sells securities for your account, the required disclosure will be contained in the trade confirmation and [monthly] account statement which [we prepare and send] are sent to you;
- (b) Where IPCIC advises you with respect to the purchase or sale of securities, the disclosure must be made prior to the giving of the advice, either through the receipt of this disclosure or otherwise; or
- (c) Where IPCIC underwrites securities, the required disclosure will be contained in the prospectus or other document being used to qualify those securities.
IPCIC may, from time to time, be deemed to be related or connected to one or more issuers for purposes of this disclosure and other rules of the securities laws. IPCIC may have acted, and is prepared to continue to act, where permitted by law, as an adviser, dealer or underwriter with respect to securities of such Related and Connected Issuers and to provide the full range of services customarily provided by IPCIC in respect of securities of other issuers. IPCIC shall carry out such services in the ordinary course of its business in accordance with our usual practices and procedures and in accordance with all applicable disclosure and other regulatory requirements.
D. Revision or Amendment
Revisions or amendments to this statement will be provided to each client periodically. An up to date version of this statement is available on request from the Compliance Department as specified below.
DISCLOSURE OF RELATED REGISTRANTS
In addition, IPCIC wishes to advise its clients if it has any principal shareholders, officers, partners or directors who are also principal shareholders, officers, partners or directors of another securities registrant or another entity that, but for a registration exemption, would be required to be a securities registrant and to provide details of the policies and procedures adopted to minimize the potential for conflict of interest resulting from these relationships.
As of April 9, 2012, each of the following Related Registrants is a direct or indirect subsidiary of Power Financial Corporation (“PWF”).
Related Registrants Registered in Canada
(individually, a “Related Registrant”)
| Canada Life Asset Management Limited Counsel Portfolio Services Inc. IPC Investment Corporation IPC Securities Corporation Mackenzie Financial Corporation Investors Group Securities Inc. Investors Group Financial Services Inc. I.G. Investment Management, Ltd. |
I.G. International Management Limited |
In addition, Related Registrants may include other dealers and advisers which become subsidiaries of PWF.
A Related Registrant may from time to time have directors and/or officers who are also directors and/or officers of another Related Registrant.
Each of PWF and the Related Registrants is a separate legal entity that generally carries on its business independently. However, a Related Registrant may enter into arrangements with another Related Registrant respecting such matters as the provision of support services, distribution or products and services, and client referrals.
Conflicts of interest resulting from the above relationships are minimized in a number of ways. Regulations, policies and procedures made by the industry regulating bodies restrict, and otherwise regulate the relationships among dealers, advisers and Related Registrants and govern their relationships with one another and clients. As well, each Related Registrant has its own conflict of interest policies. Compliance with both internal and external regulations, policies and procedures are monitored at all levels of the company under the guidance of IPCIC Compliance Department.
In addition to the foregoing, officers and employees of each Related Registrant are subject to Codes of Conduct governing their actions and internal compliance policies and procedures.
For further information concerning these matters, please contact the Compliance Department:
IPC Investment Corporation
2680 Skymark Avenue, Suite 700
Mississauga, Ontario, L4W 5L6
Tel: (905) 212-9799
Fax: (905) 212-9167
Website: www.ipcc.ca
LIST OF RELATED AND CONNECTED ISSUERS
The following is a list as of April 9, 2012 of issuers that are Related Issuers or Connected Issuers to IPCIC by virtue of the ownership of equity interests, directly or indirectly, by affiliates or subsidiaries of Power Financial Corporation. Only Connected Issuers who offer their securities in Canada are included in the following list of Related and Connected Issuers.
|
Power Financial Corporation |
Mackenzie Financial Capital Corporation |