Discretionary Portfolio Management Agreement
The following are the terms and conditions under which you, the account holder (“You”, “Your”, or the “Client”) have appointed OneVest Management Inc. (“OneVest”, or the “Manager”) as the discretionary portfolio manager of the Client’s accounts which have been opened with the Manager’s appointed Custodian, CI Investment Services Inc. (the “Custodian”) (together, the “Account”, or the “Accounts”).
1.1 This appointment is effective as of the date of this Agreement (the “Effective Date”).
1.2 You direct and authorize OneVest to exercise its discretion as your discretionary portfolio manager in determining appropriate trades for the account, and to arrange for the effecting of trades for the account, on your behalf. You agree to be bound by all decisions made by OneVest for the Accounts and to be bound by all instructions issued by OneVest to the Custodian.
1.3 OneVest will gain an understanding of the Client’s investment profile and the Client’s objectives with respect to their Accounts, perform an assessment of suitability of the investments within the Client’s Accounts, and prepare an investment policy statement which will govern the management of the Client’s Accounts (the “Investment Policy Statement”).
2.1 The Manager will manage the Account with complete discretion, in accordance with the Client’s Investment Policy Statement which, among other things, outlines: the Client’s investment needs and objectives, financial circumstances and risk tolerance, as well as the strategies the Manager may use, or restrictions the Manager will adhere to, in managing the Account. Without limiting the authority granted above, the Manager is authorized in managing the Account to:
(a) invest, reinvest, maintain in cash or cash equivalents, acquire, dispose of and otherwise manage, all or any part of the assets in the Account;
(b) unless otherwise instructed by the Client, select and place orders with the Custodian to purchase, sell and otherwise trade in or deal with assets in the Account;
(c) instruct the Custodian to settle such trades as are directed by the Manager;
(d) unless otherwise directed by the Client, instruct the Custodian (i) as to the voting of all proxies received with respect to securities of the Account and execute proxies of voting instruction forms relating to such voting all in accordance with the Manager’s policies on voting proxies, and (ii) to take such actions and exercise all such rights and powers incidental or relating to ownership of securities in the Account as require the exercise of discretion and may be exercised by any owner of such securities;
(e) retain third parties, which may include affiliates of the Manager, to perform any of the duties or obligations of the Manager under this Agreement; and
(f) perform any and all other acts as may be in its judgment necessary or appropriate for the management of the Account, or are necessary to enable the Manager to carry out its obligations under this Agreement without obtaining the prior approval or direction of the Client.
3.1 The services provided by the Manager to the Client are not exclusive. Nothing in this Agreement shall in any way restrict the right of the Manager to provide investment management or other services for any other person or entity or to act for its own account, and the provision of such services for others or for its own account shall not violate or give rise to any duty or obligation to the Client.
4.1 Investment funds (“Funds”) may be used by the Manager to implement all or part of the Investment Policy. This may include Funds that are managed by the Manager. The Client consents to the Manager investing some or all of the assets in the Account in securities of Funds, including Funds managed by the Manager, as the Manager deems appropriate and suitable for the Account and the Client.
5.1 You agree to pay all fees and other charges set out in the OneVest fee schedule as amended from time to time by OneVest in its sole discretion. The OneVest fee schedule can be found in “Appendix A” of this document.
5.2 Fees are subject to Goods and Services Tax and any other taxes which may be applicable.
5.3 In addition to the Fees, the Client acknowledges that if the Account invests in Funds, certain management fees and operating expenses and other costs, inclusive of Goods and Services Tax, are paid by the Funds. If the Account invests in Funds managed by the Manager, the Manager will ensure that there is no duplication of fees payable by the Client for the Account and for the investment by the Account in those Funds, for the same services.
5.4 The Manager may, in its sole discretion, redeem such a number of securities of Funds, or may sell other assets in the Account as may be required to pay the Fees. The Client shall be liable to pay to the Manager any unpaid Fees not satisfied by way of redemption of securities of Funds or the sale or redemption of other assets, as outlined in this paragraph.
6.1 The Manager shall, in carrying out its obligations under this Agreement, act honestly, in good faith and in the best interests of the Client and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent portfolio manager would exercise in similar circumstances. Notwithstanding the foregoing, the Client understands and agrees that the Manager does not represent and cannot guarantee performance results for the Account.
6.2 The Client understands that there are risks attached to the Manager’s investment of the Account in securities, including various market, currency, economic, political and business risks. The Manager will not be liable to the Client for any loss that the Client may suffer as a result of the Manager’s good faith decisions or actions where the Manager exercises the care, diligence and skill expected of a reasonably prudent portfolio manager.
7.1 The Client will hold harmless and indemnify the Manager and any related or affiliate entities, their directors, officers, employees and agents against any and all claims, losses, damages, liabilities and expenses which the Manager and any related or affiliated entities may incur if and to the extent that such loss is caused by the Client’s or the Client’s designees’ own actions or omissions or by any inaccuracy or breach by the Client of any of the Client’s representations, warranties or covenants hereunder or in the documentation associated with the Account, as may be updated from time to time.
8.1 If the Client has opened the account in the names of more than one person (the Account), whether as joint tenants with rights of survivorship (other than in the province of Québec), or as “tenants in common” or as held jointly by such persons (each an “Owner” and collectively, the “Owners”), then the following terms and conditions shall apply:
(a) The Manager may accept and act upon instructions received from any Owner with respect to the operation of the Account as fully and completely as if such Owner alone was interested in the Account. Acceptance of such instructions and the implementation thereof shall be binding upon all of the Owners of the Account. Despite the foregoing, the Manager shall have the right at any time, in its sole discretion, to require that it be authorized by all Owners of the Account before acting upon any instructions received by it.
(b) The Owners hereby jointly and severally (in Québec, solidarily) indemnify and hold the Manager harmless against any loss, claim, damages, liability and expenses of any kind whatsoever arising out of the operation of the Account and to promptly pay to the Manager on demand, any and all amounts owing by the Owners to the Manager. The cash, securities and other property held in the Account shall be subject to a lien in favour of the Manager as security for the discharge of all obligations of the Owners to the Manager and the Manager has the irrevocable authority to deal with the assets in the Account in such manner as it in its sole discretion deems appropriate to satisfy all obligations owing to it.
(c) The Manager may deliver securities, money or other property relating to the Account to any Owner without attracting any liability and without being required to provide notice thereof to any of the other Owners. The Manager reserves the right to refuse to make delivery or payment at any time except to the Owners jointly.
(d) All statements of account, notice or other communications of any kind in respect of the Account may be sent by the Manager to any Owner without being required to provide copies thereof to any of the other Owners. All such communications transmitted in such manner shall be binding upon each of the Owners.
(e) Where the Account has been established for Owners as “tenants in common” or as held jointly by the Owners (including in the province of Québec):
(i) unless otherwise designated in writing by all of the Owners to the Manager, the Owners shall be deemed to be beneficial owners of the assets in the Account in equal shares; and
(ii) following the death of any of them, the continued conduct of the Account shall be upon the same terms and conditions as contained in this Agreement with beneficial ownership in the share of the deceased Owner vesting in his or her beneficiaries.
(f) Where the Account has been established for the Owners as joint tenants with rights of survivorship (in provinces other than Québec), ownership and control of the assets in the Account vests beneficially in all of them. Upon the death of an Owner, and provided proof of death is furnished to the satisfaction of the Manager
(i) beneficial ownership and control of the assets in the Account shall from the date of such death vest solely in the remaining surviving Owner/s; and
(ii) the continued conduct of the Account shall be by the remaining Owners, if applicable, as joint tenants with rights of survivorship upon the same terms and conditions as contained in this Agreement.
(g) The Owners acknowledge that they have not received or relied upon the Manager for any legal or tax advice in regard to the Account or the manner in which ownership therein has been established or with respect to the operation thereof. The Owners further confirm that they have obtained independent professional legal and tax advice to ensure that their respective rights, needs and objectives are satisfied.
8.2 The Owners acknowledge that no other person/s may be appointed as agent/s, attorney/s or substitute/s on the Account for the Owners, nor shall anyone else be authorized to provide the Manager with instructions in respect of the operation of the Account on their behalf.
9.1 OneVest’s Relationship Disclosure Brochure contains summary information about certain matters about the Manager’s business and affairs relating to its management of the Account, including any conflicts of interest that the Manager may have in managing the Account. You acknowledge that you have reviewed, understand and agree to the Relationship Disclosure found in the OneVest application.
10.1 You have reviewed, understand and agree to the terms and conditions outlined in OneVest’s Privacy Policyand Terms and Conditions, which are found as a footer at the bottom of every page of the OneVest website at www.onevest.com
11.1 The Client hereby represents and warrants to the Manager and acknowledges its covenants that:
(a) The Client has the legal power to enter into the Agreement without notice to, or consent of, any party, and entering into and complying with this Agreement will not result in the breach of any term or condition of any agreement that the Client is a party to;
(b) The Client has full power and authority under the provisions of applicable documents, instruments and legislation governing the assets in the Account and the Client to execute, deliver and perform this Agreement on behalf of itself and the contributions to the Account, and the transactions contemplated by this Agreement are duly authorized by the Client, comply with applicable policies, resolutions, agreements or legislation or other supporting documents and, when entered, will be legal, valid and binding obligations of the Client and the contributions to the Account and are consistent with and permissible for the Client and the contributions to the Account, as applicable;
(c) No option, lien, charge, security or encumbrance exists or will, due to any act or omission of the Client, exist over any of the contributions made to the Account;
(d) The Client is not an insider of any reporting issuer or other issuer whose securities are publicly traded (as those terms are defined under applicable securities legislation) except as identified in the investor profile submitted to the Manager;
(e) There are no investment restrictions applicable to the Account imposed by law or by the Client except as set forth in the Investment Policy Statement. The Client acknowledges that the Manager will be relying on, and the Client hereby represents the accuracy and completeness of the information provided in the Investment Policy as the Client acknowledges that the Investment Policy will be used in assessing the suitability of the trades made by the Manager on behalf of the Account. The Client will notify the Manager if any of the information contained in the Investment Policy or in the documentation signed by the Client relating to the Account changes in any material respect;
(f) The execution and delivery of this Agreement and the performance of the obligations contemplated by this Agreement have been duly authorized by all necessary action on the part of Client and this Agreement constitutes a valid and binding obligation of the Client enforceable against it in accordance with its terms;
(g) The Client is not a party to, bound by, affected by, or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter, by-law, order, judgement, decree, licence, law (including regulations) or governmental authorization that would be violated, breached by, or under which default would occur as a result of the execution and delivery of, or performance of obligations under, this Agreement;
(h) The Client acknowledges that the Manager is required by applicable laws, which include tax, anti-money laundering, anti-terrorist financing and securities laws, to determine the identity and reputation of the Client and to collect certain information concerning the Client, including the nature of its business and the identity of those who are beneficial owners of, or exercises control or direction over, more than 10 percent of the voting rights attached to the outstanding voting securities of the Client (if the Client is a corporation) or who exercises control over the affairs of the Client (if the Client is a partnership or trust) and the country of residence of the Client. The Manager may request additional information from time to time and the Client shall provide all such information so requested;
(j) The Client will provide such additional documentation and information as the Manager may reasonably request from time to time;
(k) The Client will advise the Manager of any changes to the information the Client provides to the Manager to open or maintain the Account as soon as the changes occur. This includes, but is not limited to, changes to address, marital status, financial and employment information, investment objectives and risk tolerance or if the Client or anyone who has trading authority for, control over, a financial interest in, and/or a beneficial ownership in the Account is or becomes (i) an insider, significant shareholder or employee of a publicly traded company; or (ii) a securities professional. For the purposes of this Agreement, a securities professional is a partner, director or employee of a firm that is a member of any of the following (i) a stock exchange; (ii) the Mutual Fund Dealers Association of Canada (MFDA); and/or (iii) the Investment Industry Regulatory Organization of Canada (IIROC). The Client will complete and sign in a timely manner any documentation required by the Manager in connection with these changes.
11.2 The Manager represents and warrants that:
(a) The Manager performs investment advisory services for various clients and the investment funds (including the Funds) that it manages. The Manager makes investment decisions for each client’s account and for each Fund dependent on the circumstances, investment objectives and guidelines of the specific client or the Fund. The Manager’s policy and practice is not to intentionally favour or disfavour any client, class of clients, or investment fund in the allocation of investment opportunities so that over a period of time, such opportunities will be allocated among clients and Funds on a fair basis.
(b) The Manager, as required by applicable securities laws, will ensure that all investments and recommendations made on behalf of the Account are suitable for the Client in light of the Investment Policy, which includes, among other things, the Client’s investment objectives, financial circumstances and risk tolerance.
(c) When placing orders with brokers and dealers, the Manager shall seek to obtain best execution for the Account in accordance with the Manager’s policy on best execution and applicable laws. In the event that the Client directs the Manager at any time in writing to use a particular broker or dealer to effect transactions for the Account, the Client acknowledges that commission rates may not necessarily be as favourable as the Manager may have otherwise been able to obtain from a broker or dealer selected by the Manager.
12.1 OneVest may, in its sole discretion, change the terms of this Agreement at any time and, in consideration of OneVest accepting and maintaining your Account(s), you agree to be bound by the terms of any such revised Agreement effective 30 days after the revised Agreement has been posted in the OneVest application, whether or not OneVest notifies you of the posting of the revised Agreement.
13.1 This Agreement may be terminated by either party upon thirty (30) days’ written notice, except where a party is in material breach of this Agreement, in which circumstance the other party may terminate the Agreement immediately.
13.2 The Client’s death, disability or physical or mental incompetence will not automatically terminate or change the terms of this Agreement. If not prohibited by law, the Client’s personal representative, guardian, committee, attorney-in-fact, or other authorized representative may agree to amend the terms of this Agreement, as provided in paragraph 12.1, or terminate this Agreement as provided in paragraph 13.1.
14.1 Unless otherwise agreed with the Client, the Manager may correspond with the Client, including providing the Client with all applicable statements and documentation regarding the Account by means of the internet or other electronic media. Because of the inherent risks associated with the electronic transmission of information on the internet or otherwise, the Manager does not guarantee the security and integrity of any electronic communications sent or received in relation to this engagement. While it is the Manager’s policy to check its electronic mail correspondence with anti-virus software and other security software, the Manager does not guarantee that transmissions will be free from infection and accepts no responsibility or liability for any damages as a result of communicating by means of the internet or other electronic media.
15.1 This Agreement, including the Schedules hereto, sets forth the entire understanding of the parties and is intended to be the complete and exclusive statement of the terms thereof. This Agreement supersedes and cancels any and all prior agreements between the parties, whether written or oral, relating to the management of the Account.
15.2 If, at any time subsequent to the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon, and shall not impair, the enforceability of any other provision of this agreement. Notwithstanding anything in this agreement or any amendment hereof to the contrary, no provision of this Agreement shall be construed so as to violate the requirements of applicable law.
15.3 The privacy and indemnity provisions in paragraphs 10.1 and 7.1 respectively shall survive the termination of this Agreement.
16.1 This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
17.1 The Manager is registered as a portfolio manager and exempt market dealer in each of the provinces and territories of Canada and is registered as an investment fund manager in the provinces of Alberta, Ontario, Quebec and Newfoundland and Labrador. The Manager’s principal regulator is the Alberta Securities Commission. This Agreement is entered into in accordance with and shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Manager’s head office is located in Alberta.
18.1 OneVest may, in its discretion, post a notice to the application connected to your account or may email a notice to your email account which you specified in the OneVest client account application advising you that Account Information about your OneVest Account has been posted. It is your responsibility to keep the email associated with this Account operational. You will immediately inform us of any changes to your email address. In the event you wish to opt out of electronic notifications, please contact a OneVest representative.
19.1 The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, be drawn up in the English language only. Les partis incluses confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, cédules et autorisations s’y rattachant, soient rédigés en anglais seulement.
OneVest Management Inc. is registered as a Portfolio Manager in each of the provinces and territories of Canada and is registered as an Investment Fund Manager in the provinces of Alberta, Ontario, Quebec and Newfoundland and Labrador. OneVest is a wholly owned subsidiary of One Wealth Technologies Inc.
Copyright © 2021, One Wealth Technologies Inc. All rights reserved.
Management fee:
OneVest will charge clients 0.60% on Assets Under Management (AUM) as a discretionary management fee, this fee will include all custody and trade execution charges.
This means for example:
The management fee is calculated based on your average daily account value and is withdrawn from your account on a monthly basis.
Indirect fee(s):
All Management Expense Ratio (MER)1 on 3rd party investment products in the model portfolios are charged within the products themselves. Depending on the type of model portfolio you own, the overall weighted average MER of all 3rd party investment products range between approximately 0.50% to 1.50%2.
Tax(es):
Depending on your province of residence, the management and performance fees you pay are also subject to taxes.
Please see CI Investment Services Administrative Charges schedule for account fees.
1 - The Management Expense Ratio (MER) represents the combined total of the management fee, operating expenses and taxes charged to a fund during a given year expressed as a percentage of a fund's average net assets for that year. All mutual funds and exchange-traded funds have an MER.
2 - On select 3rd party investment products, a performance fee may be charged on excess returns when the investment returns exceed a specified performance benchmark. Performance fees are included in the MER calculation and thus the total reported MER may appear higher for investment products with a performance fee, compared to investment products without a performance fee.
OneVest Management Inc. is registered as a Portfolio Manager in each of the provinces and territories of Canada and is registered as an Investment Fund Manager in the provinces of Alberta, Ontario, Quebec and Newfoundland and Labrador. OneVest is a wholly owned subsidiary of One Wealth Technologies Inc.
Copyright © 2021, One Wealth Technologies Inc. All rights reserved.