Relationship Disclosure

At Nest Wealth, we strive to serve your financial needs by providing you with access to investment advice that takes your personal objectives into account. For this reason, we would like you to have a good understanding of:

• Our products and the services we offer;
• Your account(s) and how we operate client accounts; and
• Our relationship with and responsibilities to you.

To ensure you make the most of your experience with us and to foster a mutually successful relationship, we encourage you to:

Keep us Up to Date:  It is important that you provide us with complete and accurate information so we can properly advise. You should also promptly notify us of any change to your personal circumstances, such as a change to your income, employment, net worth, address or marital status.

Keep us Informed: You should understand the potential risks and returns  associated with investments and review the risks outlined in our Investment Management Agreement. Where appropriate, we encourage you to consult professionals, such as lawyers or accountants, for legal and/or tax advice that we cannot offer you as a portfolio manager.

Stay on Top of your Investments: We encourage you to review all account documentation provided by us and our custodians, including account statements and other reports.

Ask us Questions: If you have any questions related to the contents of this document or need to update any information we have on file for you, please contact us at support@nestwealth.com.

Section 2 — Understanding Managed Accounts

Managed Account: Your account is managed by members of Nest Wealth’s portfolio management team that are registered with provincial securities commissions. Our advising representatives have an obligation to assess whether any investment action is suitable for you.

To assess suitability, our representatives rely on the KYC Information collected about you through our digital solution as well as through ongoing discussions with you. In addition, we have an obligation to “know” and understand each investment we purchase for your account. This process is known as the “know your product” (KYP) policy and requires that we analyze factors including, but not limited to, the structure, features, risks, initial and ongoing costs associated with the investment, as well the impact of those costs, the reputation and track record of the investment product and/or its manager, the potential for profit and loss, potential conflicts of interest, the investment’s time horizon and the concentration of investments in your account.

Our risk profile questionnaire (RPQ) and digital onboarding is meant to let us understand your investment needs and objectives, investment time horizon, investment knowledge, risk profile (tolerance and capacity) and other relevant personal and financial circumstances.

Investment Methodology: Our model portfolios consist of Exchange Traded Fund (ETF) model portfolios. Based on your risk score, we invest you into an asset mix which our advising representatives believe to be suitable for you. Please refer to our website or further details about these investment alternatives and our investment process.

Personal Information Updates: We rely on the information that we have on file about you to manage your portfolio and rely on you to keep us informed about big changes in your life so we can properly advise you. By signing our investment management agreement prior to opening an account with us, you agree to update your account information when material changes happen in your life such as a change of employment, change of address, change in income, or any other change that might change the information on the risk profile that we have on file for you. As a PM offering managed accounts, we are required to confirm and/or update your applicable KYC Information on an annual basis. If you have any questions about updating your portfolio or risk profile, please contact us at investors@nestwealth.com.

Digital Advice vs. Traditional Advice Models: You understand that compared with traditional “in-person” advisory firms, person to person contact may be more limited through our service. To help keep you informed, we provide you with 24/7 access to your account online so you can review your account balances, transaction history, account statements, account performance, and other account related information. Of course, we understand that questions do arise and so we also encourage you to contact our support team if you have any questions or concerns.

Custodial Arrangements: As a PM, Nest Wealth does not hold custody of your assets. When you open an account with us, your accounts are held by a custodian appointed by us and we manage the assets in that account.

The custodians that we presently work with are referenced in the table below:

The custodians we have selected are qualified Canadian custodians under applicable securities laws. Each Custodian is independent of Nest Wealth, is required to segregate client assets from its own assets and is subject to regulatory oversight, minimum capital and insurance requirements. The Custodian may hold securities on behalf of the client in its name or as nominee of the client.

Section 3 — Risks To Consider

Investment Risk: Which we assess your investment needs and objectives, personal and financial circumstances, investment time horizon, investment knowledge and risk profile to provide you with a recommended investment portfolio. It is important that you understand that if you invest with us, you are not guaranteed to see positive investment returns.

At Nest Wealth, most of the investments we will make for you will be in ETF portfolios. ETFs fluctuate in value daily and will generally reflect changes in the value of the underlying investments which may fluctuate based on market events including but not limited to changes in interest rates, economic conditions, news and political events.

There are risks associated with investing and the greatest risk to you as an investor is that you could lose all or part of your investment.

Leverage Risk: Using borrowed money to finance the purchase of securities involves greater risk than using cash resources only. If you borrow money to purchase securities, you are responsible for the repayment of any loans you take and pay interest on any borrowed amounts even if the value of the securities that you purchase declines. We do not recommend using short-term debts such as lines of credit or credit cards to invest with us.

Custodian Risk: Our custodians are qualified custodians under applicable securities laws. Each custodian is independent of Nest Wealth, is required to segregate client assets from its own assets and is subject to regulatory oversight, minimum capital and insurance requirements.

Client assets are subject to risk of loss if:
(i) if the Custodian becomes bankrupt or insolvent;
(ii) if there is a breakdown in the Custodian’s information technology systems; or
(iii) due to the fraud, willful or reckless misconduct, negligence or error of the Custodian or its personnel.

On an ongoing basis, we assess our custodians’ relevant internal controls and ability to deliver custodial services effectively. Through these reviews, we aim to ensure that the custodians’ system of controls and supervision is sufficient to manage risks of loss to our clients in accordance with prudent business practice.

Interest Rate Risk: When investing in fixed income securities or securities that are highly impacted by interest rates, there is a risk that changes in interest rates will have an impact on the value of those securities.

Concentration Risk: Concentration risk exists when security holdings are focused on a particular issuer, group of issuers, industry, sector, country or region and may result in increased volatility and a greater risk of financial loss than if security holdings are more diversified.

Currency Risk: When investing in securities denominated in currencies other than the Canadian dollar, such investments may be impacted by changes in the value of the Canadian dollar in relation to the value of the currency in which the security is denominated.

Other Risks: Please refer to our Investment Management Agreement for a complete list of other risks that you should be aware of as an investor using our services.

Section 4 — Account Fees

Portfolio Management Fees: We offer various pricing solutions for different investor types, including those that are already working with a financial advisor when referred to our platform. We provide more information about these fees on our website and through the pricing section of our investment management agreement.

Management Expense Ratio (MER): A Management Expense Ratio (MER) represents the cost associated with owning a fund or ETF. The MER indicates how much a fund or ETF pays in management fees and operating expenses (including taxes) on an annual basis. MERs are generally expressed as a percentage and while this is not charged to you as a separate line item, the MER reduces the returns that you would see as an investor. These fees are charged within the applicable fund or ETF and are not directly charged to your account but will impact the reported return of the fund or ETF. Please consult our ETF page for additional details about the MERs of the products we offer.

Referral Fees: If you were referred to Nest Wealth by your financial professional (“Referrer”), referral fees may be deducted and paid by Nest Wealth to the Referrer. You will receive information about these fees in the disclosure and acknowledgement of referral arrangement documents provided to you during the account opening process which, among other things, will detail the method of calculating the referral fee and to the extent possible, the amount of the fee.

Administrative Fees: Our custodians may charge fees for certain activities and services related to the administration of your accounts. Information about these fees is provided by our custodians through the account opening package which may be delivered to you digitally through our platform or through physical mail to your address on file.

Ongoing fees can reduce the value of your investment portfolio. This is particularly true over time, because not only is your investment balance reduced by the fee, but you also lose any return you would have earned on that fee. Over time, even ongoing fees that are small can have an impact on the value of your investment portfolio.

Nest Wealth will provide 60 days’ notice prior to any change in or introduction of new fees impacting your account.

Section 5 — Conflicts Of Interest

As a portfolio manager, we have a fiduciary responsibility to act with care, honestly, in good faith, and always in the best interests of our clients.

Conflicts of Interest: A conflict of interest includes any circumstance where Nest Wealth or an employee of Nest Wealth has an interest that may conflict with the interests of a client or the ability of Nest Wealth or one of its employees to deal with clients fairly in a manner consistent with the best interests of the client.

We have adopted policies and procedures to help us identify and manage conflicts of interest that may exist as part of our relationship and provide you with more information about these potential or actual conflicts below. We will try to avoid conflicts where possible, and in all other cases disclose the conflict, and/or manage it through our policies and procedures. Conflicts deemed too significant to be addressed through controls or disclosures will be avoided. Disclosures will be made in a timely and meaningful manner.

Management of Conflicts of Interest: The way in which we deal with different conflicts of interest will differ depending on the extent and severity of a specific conflict:

• • Avoidance: This includes avoiding conflicts that are prohibited by law, as well as conflicts that cannot effectively be addressed in a client’s best interest.
  • Management: We manage acceptable conflicts through means such as by implementing specific procedures and solutions
  • Disclosure: For certain conflicts, we will provide you with meaningful information about the conflict so you can assess its significance and make a well-informed decision.

We note that disclosure alone is not sufficient to manage a material conflict of interest and as such, will additionally manage or avoid any material conflict of interest to ensure we are always acting in the clients’ best interests.

Possible Conflicts: Below, we outline potential or actual conflicts of interest that may arise as part of our relationship with you and details about how we address them.

“Related” may be said to involve positions permitting, through ownership or otherwise, a controlling influence, and would include all companies under a common controlling influence. “Connected” may be said to involve a state of indebtedness to, or other relationship with, the registrant or those “related” to the registrant that, in connection with a distribution of securities, would be material to a purchaser of the securities. Currently, Nest Wealth has no related or connected issuers. In the event that relationships with “related” or “connected” issuers are established in the future, Nest Wealth will maintain a list of such issuers and will make such list available to its clients by posting the list on Nest Wealth’s website and keeping it updated. If a specific conflict with a “related” or “connected” issuer arises, Nest Wealth will provide affected clients with disclosure about the specific conflict with that issuer.

Objectway Financial Solutions Inc. is a related entity of Nest Wealth which offers software-as-a-service (SaaS) to financial advisors and other industry participants to help improve the quality of advice and other service offerings in our industry.

Section 6 — Client Reporting

Account Statements (Nest Wealth): You will receive quarterly statements from us which outline the same detailed information as the custodian statements but presented on a quarterly basis. These statements are posted and made available to you through our client portal. Upon request, we will provide you with monthly statements.

Account Statements (Custodians): You will receive account statements from our custodians monthly, or quarterly if no transactions are executed on a given quarter. These statements outline your account activity over a specific period of time such as purchases and sells of securities, contributions, withdrawals, dividends, interest, transfers, grant payments and any other transactions that may have occurred in the time period covered by the statement. These statements also list your current holdings and the net value of your portfolio.

If your accounts are custodied with FCC, statements will be made available to you through our client portal. For clients with accounts custodied with NBIN, the custodian will mail physical copies to your address on file unless you enroll for digital delivery through NBIN’s MyPortfolio+  service.

Annual Investment Performance Report: The Annual Performance Report is designed to help you better understand how your investments are performing. It contains information about your personal rates of return net of any fees, and it also contains information about changes in the value of your accounts over a given calendar year and since the inception of your account. We generate this report on an annual basis during January and make this available to you in the client portal on the “Statements” section.

Annual Fees Disclosure Report: The Annual Fee Disclosure Report is a summary of investment-related charges you have paid during the calendar year. Our report will summarize for you management fees, referral fees, and taxes on these fees charged to you during a given calendar year. We generate this report on an annual basis during January and make this available to you in the client portal on the “Statements” section.

Our custodians will also make available to you their own Annual Fees Disclosure document which will outline other administrative fees that the custodian may charge from time to time for activities such as partial de-registrations of a registered account. Our custodians will make this report available to you on or about January of each year.

Tax Reporting: Depending on your specific account types and/or investment activity for the year, our custodians will generate tax documentation.

If your accounts are custodied with FCC, tax documentation will be made available to you through our client portal. For clients with accounts custodied with NBIN, the custodian will mail physical copies to your address on file unless you enroll for digital delivery through NBIN’s MyPortfolio+ service.

Section 7 — Complaint Handling Process

Step 1: Client Experience: We manage large volumes of client inquiries on most days, and our support team strives to provide you with the best possible client experience. If you have issues or concerns that you would like us to investigate further, please contact our support team at support@nestwealth.com.

Step 2: Director of Customer Success: If our support team is unable to resolve your concerns or if you feel that your concerns have not been addressed or resolved to your satisfaction, please contact our Customer Success Director at support@nestwealth.com subject line “Attention Director of Customer Success” so we can learn more about your issue and try to find a resolution.

Step 3: Compliance Department: If you are unable to resolve your concerns with our support team or with the Director of Customer Success, you can send your concerns in writing to the Compliance team at compliance@nestwealth.com.

In each case above, where a complaint is made, we will send you an acknowledgement of receipt within five business days of receiving your complaint. In this acknowledgement, we may request additional information to investigate your complaint. We will provide you with a substantive response within ninety (90) calendar days of receiving your complaint.

If we are unable to respond to your complaint within the above time frame, you will be provided with a written explanation for the delay and an estimate of when a full response is expected to be sent to you.

In the decision letter, we will provide you with a summary of your complaint, the results of the investigation, an explanation of the final decision, and other options you may have for seeking compensation if you are not satisfied with the response.

Step 4: Ombudsman for Banking Services (OBSI): If our firm is unable to help you resolve your concerns, clients have the option to escalate their concerns to the Ombudsman for Banking Services and Investments (“OBSI”). OBSI is an independent dispute resolutions service that is available to you at no cost. More information about this process can be found in the OBSI’s services brochure provided at the time of account opening and upon receipt of a complaint.

Section 8 – Trusted Contact Person & Temporary Holds

At the time of account opening and periodically thereafter, Nest Wealth will ask you to designate a trusted contact person (“TCP”). By designating a TCP, you authorize Nest Wealth to contact the TCP and disclose information regarding your investments to your TCP in the following circumstances:

• possible financial exploitation of yourself;
• concerns about your mental capacity as it relates to your financial decision making or lack of decision-making;
• the name and contact information of any of the following:
  • a legal guardian of yourself,
  • an executor of an estate under which you are a beneficiary;
  • a trustee of a trust under which you are a beneficiary, or
  • any other personal or legal representative of yourself; or
• your current contact information.

In certain circumstances, Nest Wealth may place a temporary hold on your investments. A temporary hold means a hold that is placed by Nest Wealth on the purchase or sale of a security on your behalf or on the withdrawal or transfer of cash or securities from your account. Nest Wealth will not place a temporary hold on your accounts unless we reasonably believe that:

• you are a vulnerable client;
• you have been financially exploited, financial exploitation is occurring, has been attempted or will be attempted; or
• we reasonably believe that you do not have the mental capacity to make decisions involving financial matters.

Should a temporary hold be placed on your accounts we will provide you notice of the temporary hold and the reasons for the temporary hold as soon as possible.

We will continue to review the relevant facts on an ongoing basis to determine if continuing the hold is appropriate.  Within 30 days of placing the temporary hold and, until the hold is revoked, we will update you on a monthly basis to inform you if we have revoked the temporary hold or provide you with notice of our decision to continue the hold, and the reasons for that decision.

Section 9 – Fair Allocation Policy

In some cases, where it is practical and possible, orders for portfolios of the same security are grouped and entered as a block order. Each account receives its pro rata share and the same blended price of each fill wherever practicable. Partial fills are allocated equitably on a pro-rata basis across all accounts for the asset class except on the rare occasion that minimum transaction charges will make this uneconomic for the client (i.e. transaction expenses are too high compared with the value of the transaction). Brokers are asked to hold uneconomic partial fills until such time as the transaction becomes large enough to be allocated fairly amongst all relevant accounts in a cost-effective manner. Each account receives its pro rata amount, rounded to a board lot. This process is repeated until the entire position is purchased. If the broker is not able to hold the partial fill until it is economic for all accounts, then fills are allocated to those accounts for which it is economic. This applies equally to orders for initial public offerings that are only partially filled.

Section 10 — Other Information

Address Updates: If you move, it is important that you update our support team with your new address as timely as possible. Failure to update your address in a timely manner can result in restrictions being placed on your account by our custodians, which may impair our ability to service your account effectively.

Privacy & Confidentiality: By signing our investment management agreement, you consent to the sharing of your information as outlined in our Privacy and Security policies. We strongly encourage you to review these policies carefully prior to deciding to use our service and to contact our team if you have any questions.

Electronic Communications: By signing up for our service, you understand that our process for providing investment advice is largely delivered through electronic means, and that notices will be delivered to you electronically as described in our investment management agreement.

Benchmarks: An investment performance benchmark is a market or industry sector index against which you can measure the relative performance of your investment. By comparing your investment to an appropriate benchmark, you can see how your investment performed compared to the market or industry sector in general.

Benchmarks should reflect a similar asset class, industry sector and/or risk level, so that they are comparable to the investment you are comparing the performance to. We do not currently, and we do not intend to, provide our clients with any benchmark comparisons.

Updates to this Document: Nest Wealth may from time to time make updates to the contents of this document. We will ensure that clients are made aware of any materials changes via or email or through the online portal and will post the most current version of this document on our website.

Errors: You understand that it is important for you to review carefully and promptly your account statements and other documentation (as requested) to make sure that there are no unintentional errors that may have arisen.

If you identify any errors in your account statement, you must notify us within a reasonable time period from receiving the statement so that our team can help to amend any errors.

Disclosures & Important Information

*Fidelity Clearing Canada ULC (FCC) is an indirect wholly owned subsidiary of 483 Bay Street Holdings LP, which is a joint venture between FIL Limited and Fidelity Canada Investors LLC. FCC and two other separate related legal entities are also Canadian securities registrants – Fidelity Investments Canada ULC and Fidelity (Canada) Asset Management ULC – conduct business under the “Fidelity Investments” brand, which is a trademark of Fidelity Investments Canada ULC and a registered business name of FCC. However, each Canadian securities registrants operates and conducts its business independently of each other. FCC is a member of and regulated by the Canadian Investment Regulatory Organization (CIRO) and is a member of the Canadian Investor Protection Fund (CIPF), which provides limited protection for property held by a member firm if the member firm becomes insolvent.

National Bank Financial (NBF) acting through its National Bank Independent Network division (NBIN), which is an indirect, wholly owned subsidiary of National Bank of Canada (NBC). NBIN’s offices are located at Suite 3000, 130 King Street West, Toronto, Ontario. NBC is a federally regulated Schedule I bank and a public company listed on the TSX. NBF is a member of and regulated by CIRO and is a member of the Canada Investor Protection Fund, which provides limited protection for property held by a member firm if the member firm becomes insolvent.