Statement Of Policies

The securities legislation of certain Canadian jurisdictions requires securities dealers and advisors to disclose when they trade in or advise 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. In certain provinces, these disclosure rules require dealers and advisors to inform their clients of the relevant relationship and connections with the issuers of the securities prior to trading with or advising them. Clients should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal advisor.

Rothenberg Wealth Management (“RWM”, “we”, “our”, or “us”) is a Broker and Investment dealer. RWM may, from time to time, be deemed to be related or connected to one or more issuers for purposes of the disclosure and other rules of the securities laws referred to above. RWM may act as a dealer in the ordinary course of its business to, and in respect of securities of, any such related or connected Issuer. In those cases, those services must be carried on by RWM In the ordinary course of Its business as a dealer in accordance with its usual practices and procedures and in accordance with all applicable disclosure and other regulatory requirements.

RWM has a relationship with the persons or companies listed in this statement. RWM or its directors, officers, partners, salespersons or other employees may, from time to time, recommend that you trade in a security issued by these listed persons or companies. If you wish further information concerning the relationship between RWM and these listed persons or companies, please contact us.

Related or Connected Issuers of Securities

Sometimes we deal in the securities of companies or people that are related or connected to us. Here is how we define those terms.

A person or company is a “related issuer” of RWM if:

• The person or company is an influential securityholder of RWM;
• RWM is an influential securityholder of the person or company; or
• Each of them is related issuer of the same third person or company.

An issuer or selling securityholder is a “connected issuer” of RWM if they are distributing securities and one of them, or a related issuer of one of them, has a relationship with us that may lead a reasonable prospective purchaser of the securities to question whether we are independent from the issuer or selling securityholder for the distribution. This includes the issuer’s or selling securityholder’s relationship with us, with one of our related issuers, with our directors, officers or partners or with directors, officers or partners of our related issuer

An “influential securityholder” exercises influence over an issuer on the basis of direct or indirect ownership of securities aggregating more than 20% of the voting rights or entitlements to distributions of an issuer (or more than 10% if accompanied by the entitlement to nominate at least 20% of a board of directors). An “influential securityholder” may also control or be a partner of the issuer if the issuer is a general partnership, or control or be a general partner of the issuer if the issuer is a limited partnership.

RWM must make certain disclosures where we act as your broker, advise you, or exercise discretion on your behalf with respect to securities issued or traded by us that are securities of a related issuer, or in the course of a distribution, a connected issuer. In these situations, we must disclose the nature and extent of our relationship with the issuer of the securities.

We make the required disclosures as follows:

• When you open an account with us, we will deliver to you our Statement of Policies, which we update periodically and make available upon request. If you would like an updated Statement of Policies at any time, contact your RWM wealth management advisor.
• Where we underwrite securities, the required disclosure will be contained in the prospectus or other document being used to qualify those securities.
• Where we buy or sell securities for your account, the required disclosure will be contained in the confirmation of trade, which we prepare and send to you.
• Where we advise you with respect to the purchase or sale of securities, the disclosure must be made prior to us giving the advice. Such disclosure will be in the same medium of communication as the medium of communication for the advice.

Before we exercise discretionary authority over securities of a related or connected issuer, we give you our current Statement of Policies. If necessary, we also obtain your specific and informed written consent to exercise the discretionary authority.

Related Issuers

Rothenberg Wealth Management has no related issuers under Canadian securities legislation.

Related Registrants

Securities dealers and advisors are required to inform their clients if they have a principal shareholder, director or officer of another dealer or advisor and of the policies and procedures adopted by the dealer and advisor to minimize the potential for conflicts of interest that may arise from the relationship.

RWM shares no common ownership or affiliation with any other registrants.

RWM is, or may be deemed to be, therefore, related to these dealers and advisors. Although there may be overlaps among the directors and officers of these companies, all of them operate as separate legal entities.

From time-to-time, RWM may enter into cooperative arrangements with other registrants concerning the distribution of our products and services, client referral programs and other support services.

These arrangements are governed by the contractual relationships between the parties as well as certain regulatory requirements which restrict dealings with related registrants.

RWM and its directors, officers, and employees are also governed by organizations which regulate our Industry as well as by policies and procedures established by us, including a comprehensive code of conduct which deals with conflicts of interest. Adherence to our policies and procedures is closely monitored by our compliance department.

If you have any questions, please contact your Wealth Management Advisor or Christopher Mack at 514-934-0586.