Legal

These are the terms and conditions of use of our website. Accessing this website signifies your agreement to the following terms and conditions of use. Please read these terms carefully before using this website.

Norrep Capital Management Ltd. (“NCM”) is pleased to provide you with the products, services, content, tools and information on this website. The website is intended only for your personal, non-commercial use, unless you and Norrep have agreed otherwise. Your use of this website is subject to the following Terms of Use (“Terms”).

These Terms are a binding contract between you and NCM. By using or accessing the website, you accept and agree to be bound by these Terms. Your use of the website is governed by the version of the Terms in effect on each date the website is accessed by you. NCM may modify these Terms at any time without prior notice. These Terms are in addition to, and do not derogate from, any other agreements between you and NCM, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools and information available on this website. Norrep may terminate your access to the website for any reason, without prior notice.

Read the applicable prospectus or offering memorandum and speak to your professional advisors before investing.

Rates of return published in this website are the historical annual compounded total returns including changes in share or unit value and reinvestment of all dividends or distributions and do not take into account sales, redemption, distribution or optional charges or income taxes payable by any security holder that would have reduced returns. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated. Investors will pay management fees and expenses, may pay commissions and trailing commissions, and may experience a gain or loss. If we have included a rate of return or mathematical table to illustrate the potential effects of a compound rate of return, it is not intended to reflect future values of the investment fund or returns on investment in the investment fund.

Website for Information Only

This website is offered for information purposes only. The website and any affiliated websites are continually under development. NCM and its subsidiaries, affiliates and associates, and their respective directors, officers and employees, do not make any representations about the suitability of the information contained in this website for any purpose.

None of the materials contained in this site are intended as or constitute a solicitation or an offering of securities by NCM or any of its affiliated companies, funds or partnerships in any jurisdiction where same is prohibited, and in any case, any such solicitation or offering is only as may be permitted by law. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under or prepared in accordance with corporate and securities legislation of any jurisdiction applicable to NCM and NCM makes no commitment and disclaims any duty to update those documents and materials, except as required by law. Please read the applicable prospectuses, offering memoranda and other materials with respect to investments offered by Norrep and please be advised that the website and any applicable prospectuses or offering memoranda are specifically not intended as an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.

Jurisdictions Outside of Canada

This website can be accessed from countries other than Canada, and may contain references to prospectuses, offering memoranda or similar documents which have not been registered in your country. These references do not imply that Norrep intends to offer securities in any such jurisdiction. Any such offering may only be made in accordance with applicable law.

Warranties

The website is provided on an “as is” basis. Norrep does not warrant that the website will be uninterrupted or error-free. NCM does not warrant or make any representations or claims of any kind, either express or implied, as to the validity, correctness, currency or otherwise of any information (including any software, text or graphics), except to the extent governed by applicable securities laws. There may be delays, omissions, and interruptions in the availability of the website. You acknowledge that the website is provided without any warranties of any kind whatsoever, either express or implied, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement. Use of this website is at your own risk.

The information published on this website may include inaccuracies or typographical errors. Changes are periodically made to the information herein. NCM may make improvements and/or changes in this website at any time. Information on this website is for information purposes only and is not intended to provide financial, legal, accounting or tax advice and should not be relied upon in that regard.

Forward-Looking Information

This website may contain certain information that is forward-looking and is subject to important risks and uncertainties. The words "anticipate", "expect", "believe", "may", "should", "estimate", "project", "outlook", "forecast" or other similar words are used to identify such forward-looking information. Forward-looking statements in this website are intended to provide security holders and potential investors with information regarding NCM and the NCM Group of Funds. All forward-looking statements reflect NCM's beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. By its nature, forward looking information is subject to various risks and uncertainties, which could cause actual results and experience to differ materially from the anticipated results or expectations expressed. Readers are cautioned to not place undue reliance on this forward looking information, which is given as of the date it is expressed in this website or otherwise, and to not use future-oriented information for anything other than its intended purpose. NCM undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Modifications

We may modify these Terms and Conditions of use of this website from time to time. If you do not agree to any modifications, you should terminate your use of the website. Your continued use of the website now, or following the posting of any revised Terms and Conditions of use of this website, will constitute a binding acceptance by you of the Terms and Conditions of use of this website as they may be modified from time to time.

Intellectual Property

All material on this website belongs to NCMor is used under license, and is protected under the copyright laws and trademark laws of Canada and other applicable jurisdictions. Materials such as text, photographs, and other images and sound on this website are protected by copyright and/or other intellectual property rights. All copyright and other intellectual property rights in this material are either owned by, or licensed to, NCM. Except as otherwise noted, the trademarks, service marks, logos, icons, designs, names and trade names displayed on this website are the trademarks and logos of NCM, or used by it under proper authority, and may not be used in any way or for any purpose without the written consent of NCM. Written consent is also required to use any trademarks of third parties displayed on this site; for clarity, no license to use any NCMor third party trademarks or other names is granted by use of this website.

Any unauthorized use of the material on this website including re-publication, unauthorized downloading, retransmission, copying, modification, or other exploitation of this website or the information on this website may violate copyright, trademark and other intellectual property laws and may result in legal action. In addition, you may not hyperlink or frame this website without the prior written consent of NCM.

External Links

This website may contain links to other sites. Norrep does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such sites, and when you access such sites, you are doing so at your own risk. In providing links to other sites, NCM is in no way acting as a publisher or disseminator of the material contained on those other sites and does not monitor or control such sites. A link to another site should not be construed to mean that NCM is affiliated or associated with same. NCM does not recommend or endorse any of the content of, including without limitation any hyper-links or content found on, other websites. The mention of another party or its product or service on this website should not be construed as an endorsement of that party or its product or service unless specifically stated.

Limitation of Liability

In no event will Norrep, its affiliates, officers, employees, directors or agents, be liable for any general, special, indirect, incidental, punitive, exemplary, aggravated, economic or consequential damages, howsoever caused, including but not limited to damages for lost revenue, lost or damaged data, costs or other commercial or economic loss, whether based in contract, tort or any other theory of liability, arising out of your access to, use of, reliance on, inability to use or misuse of this website or any material on the website, any use or inability to use any materials, software, content, goods or services located at or made available at any website linked to or from this website, or any consequences flowing therefrom, any inaccuracy or omission in information contained on this website or the failure to keep the information current, any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website, and any other matter connected with this website even if NCM has been advised of the possibility of such damages or claim.

Laws of Alberta

This website (excluding linked sites) is controlled by NCM from its offices within the Province of Alberta, Canada. By accessing this Website you and NCM agree that all matters relating to your access to or use of this website shall be governed by the statutes and laws of the Province of Alberta, without regard to the conflicts of laws principles thereof.

Privacy Policy

At NCM we recognize how important personal privacy is to you and to all of our clients.  To provide the highest possible level of protection to you, we maintain standards designed to protect your privacy and prevent  any misuse of your personal information. We have adopted the following principles and procedures which outline how we  acquire, protect and use personal information, and how we will hold ourselves accountable to you.

What is Personal Information?
"Personal information" is any information that identifies you as an individual and includes information with respect to your name, address, age, gender, income, marital status, finances, employment, trading history and website use information, together  with your personal references and identification numbers (such as a social insurance number). This may also include any  communications you have had with us with concerning your account/investments.

Why is Personal Information Collected?
We use personal information to protect and administer your accounts and records; to comply with certain laws, regulations and  regulatory policies. The information we ask for depends on the products or services you request and in most cases is required by law or Canadian securities regulatory bodies. For example, your social insurance number is required for products that earn investment income, in order to comply with the Canada Revenue Agency's income reporting requirements.

Disclosure of Personal Information
In general, NCM will not sell, trade or lend your personal information to any third parties unless we have your express permission to do so. However, there are times when disclosure of your personal information is necessary. In certain circumstances, disclosing information to a third party may be required to help complete a transaction initiated by you or the disclosure is otherwise lawfully permitted or required. Sometimes it is necessary to provide personal information about you to a party outside our affiliated companies, such as to a vendor or service company that we hire to do our data processing or prepare your account statements or to provide support or services for one or more of our products. We select the company carefully and confirm that it uses standards comparable to ours. The disclosure of personal information would also occur only when permitted by law, such as in response to a subpoena or other legal process or the use of your social insurance number to submit tax reports to Canada Revenue Agency.

Protection and Access of Personal Information
There are several ways we strive to protect your personal information. We have procedures that limit employee access to non-public personal information to those employees with a business need to know such information about you. We educate our employees about the importance of confidentiality and customer privacy through standard operating procedures and training programs. Each employee must certify annually that he or she has maintained the confidentiality of information entrusted to him or her. Our suppliers and agents, as part of their own privacy policies or agreements, and NCM are bound to maintain your confidentiality and may not use the information for any unauthorized purpose. When we provide information in response to a legal or regulatory inquiry or order, we ensure that the order is valid and we disclose only the information that is required - otherwise we will seek your consent prior to disclosing any information. We retain your personal information only as long as it is required for the reasons it was collected or as required by law. This period may extend beyond the end of your relationship with us but only for so long as it is necessary for us to have sufficient information to respond to any issue that may arise at a later date. When your personal information is no longer needed for the purposes explained to you, we have procedures to destroy, delete, erase or convert it to an anonymous form. Upon request and unless prohibited by law, regulation or self-regulation, you will be given access to your personal information,be informed of its existence, use, disclosure and we will also make available to you the policies and practices that apply to the management of your personal information. You may also verify its accuracy and completeness and may request to amend it, if appropriate.

Keeping Your Personal Information Accurate
Norrep attempts to keep its records as accurate and complete as possible. You can help us maintain the accuracy of your information by notifying us of any changes to your personal information. If you find any errors in our information about you, let us know and we will make the corrections immediately and make sure they are conveyed to anyone we may have misinformed. For information that remains in dispute, we will note your opinion in the file.

Client Enquiries
You may direct any questions or enquiries with respect to the NCM Privacy Policy by contacting Sonia Maloney at 403.705.2439 or toll-free at 877-531-9355.

Trade Matching Agreement

Business Continuity Plan

NCM has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our Business Continuity Plan. 

Contacting Us- After a significant business disruption you should be able to contact us as at 1-877-431-1407 or by email at Sonia Maloney, with any issues or concerns. In the event that you cannot contact us in the usual manner, please refer to our web site at www.norrep.com

Our Business Continuity Plan - Our plan is aimed at allowing us to recover quickly and resume business operations after a significant business disruption.  Our plan sets out how we safeguard our employees and property, make a financial and operational assessment, protect the firm's books and records, and allow our customers to transact business. In short, our Business Continuity Plan is designed to permit our firm to resume operations as quickly as possible, subject to the scope and severity of the significant business disruption. 

Our Business Continuity Plan addresses: data back-up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, bank and counter-party impact; and regulatory reporting. 

Varying Disruptions - Significant business disruptions can vary in their scope, such as impacting only our firm, a building housing one of our office locations, a business district where our firm is located, a city where we are located, or an entire region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to our firm or a building housing our firm, or a disruption affecting our business district, we will transfer our operations to remote locations as needed and will use our best efforts to recover and resume business within the shortest time possible. If the significant business disruption is so severe that it prevents us from remaining in business, we will use our best efforts to ensure our clients have prompt access to their accounts. 

For more information - If you have questions about our Business Continuity Plan, you can contact our Chief Operating Officer at sonia.maloney@norrep.com.

Proxy Voting Guidelines

NCM believes the right to vote is one of the most effective tools for promoting good corporate governance. Promoting sound corporate governance policies in the companies in which NCM invests is a responsibility NCM takes very seriously. NCM sees strong corporate governance as an essential element in the realization of the growth potential of companies which, ultimately, increases shareholder value.

NCM has developed guidelines regarding how it intends to vote on both routine issues and on issues that are not routine and, in fact, may be potentially contentious. Generally, NCM attempts to vote all proxies as follows:

  • On routine or commonly raised issues, NCM will vote according to management’s recommendations, unless NCM believes there is sufficient and worthy reason to suspect that the management recommendation should not be supported because a vote in favour of management’s recommendation is not in the best interests of the shareholders of that particular company. In such instances, the matter will be considered by the portfolio manager, who will make the decision.
     
  • On non-routine issues and issues which may be potentially contentious, the matter is delegated to the portfolio manager for the fund for detailed consideration. The portfolio manager will then decide whether to consult with, and obtain the opinion of, external industry experts or independent proxy research services in respect of the vote. Ultimately, the portfolio manager will be responsible for making the judgment as to how to vote or to refrain from voting.

NCM's proxy voting guidelines are not viewed by NCM as a strict set of rules but, rather, are utilized as a directive regarding NCM's treatment of most issues that result in a vote. Ultimately, these guidelines communicate NCM's general voting practice on most matters.

If there is a conflict of interest, NCM will vote in the best interests of the Funds on a matter.

Lastly, in order to ensure that NCM's guidelines are adhered to, on a quarterly basis, Norrep Capital’s Chief Risk Officer reviews the proxy voting record.

The policies and procedures NCM follows when voting proxies relating to portfolio securities are available on request, at no cost, by calling 1-877-531-9355 or by writing to:

Norrep Capital Management Ltd.
Suite 1100
606 – 4th Street S.W.
Calgary, Alberta T2P 1T1

Each Fund’s proxy voting record for the most recent period ended June 30 of each year is available free of charge to any securityholder of the Fund upon request at any time after August 31 of that year. The proxy voting record is also available at www.norrep.com.