We wish to notify you of a series of investment industry regulations called the Client Focused Reforms that have been introduced by the Canadian Securities Administrators to help protect investors. As part of these new reforms, all registered firms across Canada must provide their Clients with more detailed disclosures by June 30, 2021, which outline how the firm manages actual or potential conflicts of interest.
Stonebridge is registered under Canadian securities legislation as an Exempt Market Dealer, Portfolio Manager and Investment Fund Manager and is therefore required to identify material conflicts of interest that may arise between Stonebridge, and any individual acting on its behalf, and our Clients and resolve such conflicts in a manner that puts the Client’s interest first. A Conflict of Interest may arise when the business interests of Stonebridge are inconsistent or divergent with that of our Client. While Stonebridge has adopted policies and procedures to identify and manage any potential Conflict of Interest, we recognize the need to disclose the nature and extent of any Conflict of Interest we have identified so that our Clients can assess independently if the conflict, and how we address it, are material to their investment decision.
The purpose of the Conflict of Interest Disclosure Statement is to describe any potential conflict that may arise under each of Stonebridge’s registrant roles, and the measures we have taken to prevent, avoid and mitigate such conflict and otherwise resolve the conflict in a manner consistent with our Client’s best interest.
Referral Arrangements
On rare occasions, Stonebridge may pay a referral fee to an outside party for referral of a successfully arranged financing opportunity.
The Stonebridge Policies and Procedures Manual defines a referral fee as a monetary or non-monetary compensation for services provided by the referring party and establishes the terms of any referral agreement be set out in a written agreement that clearly outlines each participants’ role and responsibilities including any Conflict of Interest that may result from the relationship. Prior to any services being provided, Stonebridge provides written disclosure to our Client of the referral arrangement to ensure our Client understands the extent of the referring parties’ financial interest in the referral arrangement, any potential conflict, and the general terms of the arrangement.
Stonebridge does not receive referral fees from outside parties.
Compensation Arrangements
Stonebridge’s monetary compensation is fee based and consists of financing arrangement fees, advisory fees and administrative agency fees. All fee-based compensation is disclosed and agreed to by our Client in advance and invoiced to our Client when earned by Stonebridge.
All Stonebridge Employees are paid a base salary with certain key Employees being eligible for performance-based bonuses.
Gifts and Entertainment
The Stonebridge Code of Ethics and Professional Conduct sets out the firm’s standard of conduct related to gifts and entertainment.
While Stonebridge permits Employees to accept modest gifts or entertainment below a Board established monetary threshold, Employees are prohibited from receiving or furnishing, directly or indirectly any gifts or entertainment that would be considered expensive or excessive by normal industry standards or that would not occur in the ordinary course of business. The Stonebridge Code of Ethics and Professional Conduct further restricts Employees from accepting or offering gifts, entertainment or other benefits that would compromise or be seen to compromise their judgement or inappropriately influence others.
The Code prohibits Employees from using their employment status with Stonebridge to obtain personal gain from those doing business or wishing to do business with Stonebridge or accepting any gifts or benefits that include cash, personal loans, non-business travel, or that would contravene any laws or would be interpreted as an improper inducement or payment. Employees are prohibited from accepting gifts or entertainment that would reflect negatively on Stonebridge or be considered inappropriate by a reasonable person.
Marketing and Promotion
The use of social media websites creates the potential for compliance and supervisor challenges for Stonebridge. The Stonebridge Code of Ethics and Professional Conduct establishes standards of business conduct related to an Employee’s use of marketing or social media. The use by an Employee of any personal or unauthorized social media web sites, chat rooms or social blogs on any devise for the purpose of promoting, marketing or advertising Stonebridge services is strictly prohibited. While Stonebridge maintains a social media presence that includes our website and company managed social media accounts, content management of these social media accounts is restricted to authorized Employees, with all content reviewed before posting. Under no circumstances will corporately managed social media platforms be used to distribute Fund performance information.
Stonebridge adheres to the principles of dealing fairly, honestly and in good faith with Clients. Stonebridge’s Policies and Procedures Manual directs Employees to take care in the preparation and distribution of marketing materials to Clients or prospective Clients to ensure all information, including any statements or claims are true and the information disclosed is complete, so as to prevent the information from being misleading to the recipient.
Outside Business Activities
The Stonebridge Code of Ethics and Professional Conduct governs outside business activity and prevents employees from engaging in outside business activities that could reasonably be considered to be in conflict with an Employee’s performance of their duties and responsibilities to Stonebridge and our Clients.
Stonebridge encourages Employees to participate in political, personal interest, social or community-based organizations including holding a position on the board, if the activity does not reflect negatively on Stonebridge and these outside activities do not interfere with the fulfillment of their duties and responsibilities. Each Employee must disclose and obtain written consent to accept or hold an external directorship or a position of influence in an outside organization. Employees registered with a provincial regulatory authority are required to disclose all outside business activity as a requirement of employment.
Furthermore, Employees are prohibited from having a financial interest in, or borrowing personally from a Client, Stakeholder or any organization that provides services to Stonebridge. Employees are also prohibited from personally receiving a fee or personally gaining from referring a Stonebridge Client to an outside party or for referring an outside party to Stonebridge.
At the start of their employment and annually thereafter all Employees must acknowledge they have read and understand the Stonebridge Code of Ethics and Professional Conduct.
Personal Trading
The Stonebridge Code of Ethics and Professional Conduct sets forth the standard for Employee’s personal trading. Employees are strictly prohibited form directly trading in securities, or benefiting from the direct trading of securities of a publicly traded company, whether for the account of the Employee, their spouse, children, or other family members, friends or other associates while in possession of confidential (non-public) information of the traded company obtained through their employment with Stonebridge or through a relationship of Stonebridge.
Where an Employee indirectly holds a prohibited security through a pooled investment (mutual fund), and where it can be reasonably determined the Employee has no discretion over the investments held within such pooled investment, an Employee’s participation in the pooled investment is permitted.
Investment in Related and Connected Issuers
The only investment fund securities sold by Stonebridge are securities of the Stonebridge Infrastructure Debt Fund I LP and Stonebridge Infrastructure Debt Fund II LP (“Stonebridge Funds”), each of which are a related/connected issuer for purposes of National Instrument 33-105, Underwriting Conflicts, as each Stonebridge Fund is managed by Stonebridge. Stonebridge receives a management fee for its services as manager of the Stonebridge Funds. Stonebridge’s relationship with the Stonebridge Funds may cause Stonebridge to perform due diligence on the products that we offer with a less independent view. We may also be considered to have an added incentive to sell the securities of the Stonebridge Funds, including that the judgment of our Dealing Representatives, management and supervisory staff may be affected by this relationship. While we do have policies and procedures in place to assess a purchase as suitable for a Client, you may wish to get independent advice from a trusted professional before you consider purchasing securities of a Stonebridge Fund through Stonebridge.
Listing of “related or connected issuer” products offered by us which are offered to permitted clients as defined in NI 31-103 and accredited investors as defined in NI 45-106 by way of an offering memorandum and subscription document include:
- Stonebridge Infrastructure Debt Fund I LP
- Stonebridge Infrastructure Debt Fund II LP
Financing Opportunities
Stonebridge arranges, structures, syndicates and closes private placement debt financing transactions in the institutional market with a focus on renewable energy, health, social infrastructure and bulk lease financing. These private placement debt investments are governed by a negotiated credit agreement and security documentation entered into by the Client and borrower, in each case with independent legal counsel representation.
Fair Allocation
Stonebridge strives to be fair and equitable in the allocation of new financing opportunities to Clients.
When determining the participants for the distribution of a new financing opportunity, Stonebridge considers factors such as the transaction size, the term, the commitment and financing timelines, the potential Client market sector interest, any preliminary feedback from potential Clients, and the Client’s funding availability and staffing resources.
The fair allocation of Client financing commitments on financing transactions that are undersubscribed or at the financing commitment amount, are governed solely by the Client and the amount of their financing commitment.
On financing transactions that are oversubscribed, Stonebridge considers a number of factors in determining a fair and appropriate financing allocation, including the monetary size and timing of each commitment, the Investment objectives of the Client, the amount of the oversubscription, any commitment limitations or conditions imposed by the Client, the similarities of each Client’s commitment terms and conditions, and other influences.
All things being equal, Stonebridge allocates the participation of each Client on a pro rata basis to their initial commitment. If the Client does not accept the pro rata allocation or if the financing commitments are not identical, Stonebridge enters into active discussions with the Client to reach a negotiated solution that is in the best interest of the Client.
Fund Allocation
To ensure adherence to the principles of fairness, honesty and good faith when dealing with Fund Clients, Stonebridge assesses each Stonebridge originated debt investment to ensure it is suitable for and complies with the investment objectives of our Fund Clients. Each debt investment is subject to the approval of the Stonebridge credit investment committee, presently comprised of five individuals including three external, independent members.
Fund Expense Allocation
All Fund expenses are governed by a Limited Partnership Agreement and are allocated on a pro rata basis based on the Fund Client’s capital commitment.
