Introduction

Users

Unless stated otherwise, the provisions of this Code of Ethics and Professional Conduct (“Code of Ethics”) applies to all Stonebridge Financial Members (as defined below). This Code of Ethics establishes broad standards for ethical behaviour and Member professional conduct. Members must also refer to the Stonebridge Financial Policies and Procedures Manual for detailed information on the application of these professional conduct standards to operational policies and procedures. 

Format of the Code of Ethics

As laws and regulations can change, if any section of this Code of Ethics inadvertently contradicts the applicable law, the law will prevail. Each section herein described are separate and distinct provisions, severable one from the other and if any provision is determined to be invalid or unenforceable, such invalidity or unenforceability will attach only to the provision so determined and all other provisions will continue in full force and effect.

All Members of Stonebridge Financial have a responsibility for the accuracy, completeness and preservation of this Code of Ethics. Members are strongly encouraged to present in writing any additions, amendments, deletions or improvements to the Chief Compliance Officer (“CCO”) for review by the Board of Directors of Stonebridge Financial.

Definitions

Acknowledgement & Disclosure Statement: a document signed by each Member of Stonebridge Financial at the commencement of their employment, service relationship or appointment, and annually thereafter wherein each Member attests to having read and understood their obligations under this Code of Ethics.

Authorized Officer: The Executive Chairperson and any Officer delegated by one of the Co-CEOs to perform a specific duty or responsibility on behalf of the Co-CEOs, on a one-time basis or for a period of time determined at the sole discretion of the Co-CEOs. 

Board of Directors or Board: a body of persons on the board of Stonebridge Financial who jointly are responsible for overseeing the activities of the Firm.

Chairperson of the Board (or Executive Chairperson): refers to the chairperson of the board of Stonebridge Financial.
Chief Compliance Officer or CCO: the Employee primarily responsible for assessing and monitoring compliance by Stonebridge Financial, and any other Employee acting on its behalf, with securities legislation and regulatory requirements. A detailed description of the duties and responsibilities of the CCO can be found in the Stonebridge Financial Policies and Procedures Manual.

Client: a person or organization who is using, has used or has committed to use the services of Stonebridge Financial.

Confidentiality Agreement: a legal contract between Stonebridge Financial and at least one other person or organization that outlines the terms, usage and restrictions on confidential material, knowledge, or information exchanged. 

Director: a person on the Board of Directors of Stonebridge Financial appointed by the shareholders who jointly with other persons on the Board oversee the activities of the Firm.

Employee: a person employed by Stonebridge Financial for remuneration.

Officer: a senior Employee, appointed by the Board of Directors of Stonebridge Financial, to assume responsibility for the operational management and performance of the Firm. 

Policy Manual: A set of principles, rules, and guidelines implemented by Stonebridge Financial to govern the day to day operations of the Firm as set out in the Firm’s Policies and Procedures Manual.

Premise: the location where Stonebridge Financial conducts its business, principally 20 Adelaide Street East, Suite 1201, Toronto, Ontario, or at a location of any Stonebridge Financial sponsored event or any location where a Member is engaged in the activities of Stonebridge Financial.

Prohibited Securities: directly trading in securities or benefiting from the trading of securities of a publicly traded company, whether for the account of the Member, friends, or family member while in possession of confidential (non-public) information of the traded company obtained through their employment or appointment with Stonebridge Financial.

Members: refers to any Director, Officer or Employee of Stonebridge Financial.

Stakeholders: a person or organization with an interest in or vested relationship with Stonebridge Financial including institutional lenders, institutional investors, and shareholders of or persons on the Board of Directors of Stonebridge Financial.

Stonebridge Financial or the Firm: refers to Stonebridge Financial Corporation. 

Threat: (verbal or written) is a communicated intent to inflict physical or other harm on an individual or to property. A direct threat is a clear and explicit communication distinctly indicating that the potential offending individual intends to do harm. A veiled threat usually involves body language or behaviour that leaves the victimized individual the impression that the offending individual intends to harm.

Workplace Harassment: means engaging in a course of vexatious comment or conduct, including virtually through the use of information and communications technology, that is known or ought reasonably to be known to be unwelcome, embarrassing, offensive, threatening, or degrading to another individual. Reasonable actions taken by a supervisor or Officer relating to the management or direction of the Member is not workplace harassment.

Workplace Sexual Harassment: means (a) engaging in a course of vexatious comment or conduct, including virtually through the use of information and communications technology, because of sex, sexual orientation, gender identity or gender expression, where the course of comment or conduct is known or ought reasonably to be known to be unwelcome, or (b) making a sexual solicitation or advance where the person making the solicitation or advance is in a position to confer, grant or deny a benefit or advancement to the Members and the person knows or ought reasonably to know that the solicitation or advance is unwelcome.

Workplace Violence: (a) the exercise of physical force by a person against a Members in a workplace that causes, or could cause, physical injury to the Member; and/ or (b) an attempt to exercise physical force against a Member that could cause physical injury; and/or (c) a statement or behaviour that is reasonable for a Member to interpret as a threat to exercise physical force against the Member that could cause physical injury.

Code of Ethics and Professional Conduct

Introduction

Integrity, trust and innovation are at the cornerstone of the Stonebridge Financial business philosophy and are the fundamental values that govern how we conduct ourselves as a firm, both ethically and professionally. The Firm has committed to these core values by setting high standards in professional excellence, competency, objectivity, honesty, fairness, and respect in dealing with Clients, Stakeholders, Members, and industry professionals. 

Every Member has an obligation to obey the law, to act morally and ethically and to be aware of, and comply with, this Code of Ethics. The provision of this Code of Ethics are mandatory, and full compliance is expected at all times and under all circumstances, as a failure to comply with this Code of Ethics can have severe consequences for both the Member and Stonebridge Financial. 

At the start of a Member’s employment or appointment and every year thereafter, each Member will be required to sign an Acknowledgement and Disclosure Statement which will serve as evidence to the Board of Directors of Stonebridge Financial that the Member has read and understood, this Code of Ethics and their obligations to comply. The Code of Ethics, however, is not a comprehensive document that can address every legal and ethical issue Member may encounter nor is it a summary of all the laws or regulations that may apply to our Firm. As such, the Code of Ethics should serve as a guide to Members on how to act when confronted with a legal or ethical issue, and as a resource in reporting illegal or unethical conduct to uphold the Firm’s commitment to high moral and ethical standards. 

Any conduct that violates this Code of Ethics will be addressed by the Board of Directors of Stonebridge Financial and appropriate discipline, up to an including termination may be imposed.

The Code of Ethics has been developed to comply with all applicable laws and regulatory requirements and closely adheres to the general principles of conduct that form the core of the Asset Manager Code of Conduct published by the CFA Institute. Members not governed by a standard of conduct through membership in a professional organization, such as the CFA Institute, are encouraged to take the self-administered Standard of Practice quizzes provided by the CFA Institute.

The Board of Directors of Stonebridge Financial are responsible for monitoring and ensuring compliance with this Code of Ethics. Any changes or waivers to this Code of Ethics requires the Board of Directors approval.

Code of Ethics

All Members of Stonebridge Financial must:

1) Act with integrity, competence, diligence, respect and in an ethical manner with other Members, Clients, Stakeholders and industry professionals;

2) Place the integrity and reputation of Stonebridge Financial and the interests of Clients and Stakeholders above their own interests;

3) Use reasonable care, and exercise independent professional judgment when recommending investment or amendments, conducting credit analysis, taking any action that binds or obligates the Firm, or engaging in other professional activity;

4) Practice and encourage others to conduct themselves in an ethical and professional manner that reflects positively on themselves and Stonebridge Financial; and

5) Maintain and strive to improve their professional competence.

Professional Conduct 

Knowledge of the Law

Every Member must become familiar with, understand and comply with all applicable laws, rules and regulations of any government, regulatory organization, or professional association governing their professional activities, as well as this Code of Ethics. Whenever a Member is in doubt about the application or interpretation of any legal requirement, the Member must refer the matter to the CCO for a decision. If deemed necessary by the CCO, legal counsel may be consulted to assist with such determination. Members must at all times conduct themselves in a manner that will reflect positively on Stonebridge Financial and reinforce Stonebridge Financial’s reputation for honesty, integrity and faithful performance of its obligations. 

Independence and Objectivity

Members must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members must not offer, solicit, or accept gifts, compensation, consideration or benefit in any way, that could reasonably be expected to compromise their own or another person’s independence and objectivity.

Misrepresentation

Members must not knowingly make any misrepresentations related to their title, investment performance, investment recommendations, investment (credit) analysis, marketing material, prohibited representation, any actions or other professional activities to any Client, prospective Client, Stakeholder, government agency, regulatory organizations, consultants or market professional.

Conflict of Interest

Every Member must avoid all situations where their personal interest conflicts or may conflict with their duties and responsibilities to Stonebridge Financial. Every Member should avoid any activity or interest that deprives Stonebridge Financial of the time and attention required to perform their duties and responsibilities properly and that could reasonably be perceived as impairing their independence and objectivity in performing such duties or responsibilities. Stonebridge Financial’s interests and that of the Firm’s Clients and Stakeholders must be considered paramount when dealing with actual or potential conflicts. Every Member is prohibited from using corporate property, information, or their position for personal gain, or for the personal benefit of their spouse, children, other family relations, friends, or other associates. Every Member has a duty to Stonebridge Financial and its Clients and Stakeholders to fully and fairly, disclose in writing all interests or activities that create an actual or potential conflict with the duties of their employment or appointment. Every Member must immediately disclose any conflict or perceived conflict to the CCO to determine whether the conflict is material and what action is necessary to mitigate the conflict and protect the interests of Stonebridge Financial and its Clients and Stakeholders.

Personal Gain

Every Member is prohibited from using their employment status to obtain personal gain from those doing business with or wishing to do business with Stonebridge Financial. Members should not request or accept gifts, payments, services, privileges, non-business trips or accommodations from any person or organization that is seeking to do business with, or currently provides products or services to Stonebridge Financial, nor should any Member request or accept such benefits from direct or indirect competitors of Stonebridge Financial. A Member may accept modest gifts or entertainment from persons or organizations provided such benefits meet and are consistent with the standards as set out in the Gifts and Entertainment section of this Code of Ethics.

Personal Views

As private individuals, Members are entitled to express their personal views. Every Member should be aware that their conduct outside the workplace may reflect on or affect Stonebridge Financial. A Member should be cautious when making personal statements to avoid implying or giving the impression they are acting on behalf of Stonebridge Financial. Every Member should consider the impact to Stonebridge Financial when offering personal opinions in a public forum (i.e. X (formerly Twitter), Facebook, Linkedin, or other social networking sites) and refrain from making negative personal statements about Stonebridge Financial, other Employees, Clients, potential Clients, Stakeholders or individuals connected to Stonebridge Financial that could reflect negatively on Stonebridge Financial as a corporate entity. Each Member is strictly prohibited from disclosing confidential information about Stonebridge Financial, its Clients, its Employees or others.

Gifts and Entertainment

Each Member is also prohibited from accepting or providing gifts or entertainment that would reflect negatively on Stonebridge Financial or be considered inappropriate by a reasonable person. Each Member must not furnish, directly or indirectly on behalf of Stonebridge Financial, gifts or provide entertainment or benefits to other persons that would be considered to be expensive or excessive by normal industry standards or that would not occur out of the ordinary course of business. Each Member is prohibited from providing or accepting gifts that include cash or negotiable instruments, personal loans, non-business travel, vacation property use, or that contravene any laws or would be interpreted as an improper inducement or payment. 

Each Member must not accept gifts, entertainment or benefits that will compromise, or be seen as compromising their judgment or inappropriately influencing others. The acceptance of modest gifts or entertainment is permitted up to a value of $500 and if it is considered reasonable and provided in the ordinary course of business. All gifts in excess of $500 in value must be reported to the CCO who will determine whether the gift or entertainment will be permitted. Invitations to attend educational and industry conferences are permitted if considered standard industry practice and if it can reasonably be assumed that similar invitations are being made to other participants.

Outside Activities

No Member should engage in any employment or other activity outside Stonebridge Financial that could reasonably be considered to be in conflict with the interests of Stonebridge Financial or with the performance of their duties and responsibilities to Stonebridge Financial.

Each Member must not accept or hold an external directorship with a company or organization that is considered a competitor of Stonebridge Financial or that would interfere with the proper discharge of their duties and responsibilities to Stonebridge Financial. Stonebridge Financial encourages each Member to participate in political, personal interest, social or community-based organizations including holding a position on their board if the Members’s participation does not reflect negatively on Stonebridge Financial and these outside activities do not consume Stonebridge Financial resources or interfere with the Member’s fulfillment of their duties and responsibilities. Each Member must obtain the written consent of the CCO to accept or hold any external directorship. Member registered with a provincial regulatory authority as a requirement of their employment or appointment with Stonebridge Financial are required to disclose all outside business activity to the CCO and to the regulatory authority. A failure to fully disclose outside business activity to a provincial regulatory authority can expose the Member and Stonebridge Financial to financial penalties and sanctions.

Each Member is prohibited from being employed by, having a financial interest in, or borrowing from a Client, Stakeholder, or any organization that provides services to Stonebridge Financial. No Members may personally receive a fee or personally gain from referring a Stonebridge Financial Client to an outside party or for referring an outside party to Stonebridge Financial.

Securities Trading

Each Members is strictly prohibited from directly trading in securities, or benefiting from the direct trading of securities, of a publicly traded company whether for the account of the Member, Member’s spouse, children, other family relations, friends or other associates while in possession of confidential (non-public) information of the traded company obtained through their employment with Stonebridge Financial or through a relationship of Stonebridge Financial. 

If a Member indirectly holds a Prohibited Security through a pooled investment (i.e. mutual fund) and where it can reasonably be determined the Member has no discretion over the investments held within such pooled investment, the Member’s participation in the pooled investment is permitted. Any questions and requests for clarification related to the trading of Prohibited Securities are to be referred to the CCO. 

Confidential Information

Members in fulfilling their duties and responsibilities to Stonebridge Financial may be privy to confidential information related to Stonebridge Financial, its Employees, its Clients and Stakeholders. Members are strictly prohibited from disclosing or releasing information of a confidential or sensitive nature, or information not available to the general public to any person or organization outside the Firm at any time without proper consent or authorization, except as may be required by law. 

Members are to also keep confidential all information concerning Stonebridge Financial and its methods of conducting its business, and its proprietary systems, structures and techniques. In the event confidential, sensitive or proprietary information (information not available to the general public) is required to be provided by Stonebridge Financial to a third party, whether to facilitate the arranging of financing or for any other reason, a Confidentiality Agreement must be obtained unless written consent to the release of the confidential information has been previously provided by the disclosing party or if it can be reasonably expected that in disclosing the confidential information, the disclosing party has provided their implied consent to its release to facilitate the arranging of financing. 

If a Member is in doubt as to whether or not certain information is confidential, the Member must seek clarification from the CCO before making any disclosure of the information. This confidentiality provision is considered to survive for a perpetual period if a Member leaves the employment or appointment of Stonebridge Financial.

Employee Privacy and Personal Information

Stonebridge Financial is committed to ensuring its Members take all reasonable steps to protect the privacy of Clients, Stakeholders, Employees and other persons whose personal information is within our control. All Members are expected to comply with and adhere to the Firm’s Privacy Policy. 

Know your Client

As a fundamental principle of sound corporate governance and to comply with federal laws and securities laws and regulations, Stonebridge Financial is obligated to establish the identity of, and conduct due diligence on its Clients and institutional investors, unless either is exempt from such investigation under securities law. Employees must take reasonable steps to obtain and periodically update information about Clients and Institutional Investors, when applicable. In addition, as a registered exempt market dealer Stonebridge Financial must confirm whether the Borrower Client is an insider of a reporting issuer or any other issuer. 

Employees must know and understand Stonebridge Financial’s regulatory obligations pertaining to investment suitability and must submit, for approval, evidence to the CCO that the institutional investor has satisfied the suitability requirement unless it has been previously determined, in accordance with securities laws, that the suitability requirements do not apply to the institutional investor or the institutional investor has waived the suitability requirement in writing. 

Proceeds of Crime and Money Laundering

Stonebridge Financial is committed to complying fully with all applicable laws, including anti-money laundering and proceeds of crime laws. Stonebridge Financial will only conduct business with Clients who are involved in legitimate business activities and where sources of funds are identifiable and from a legitimate source. All Employees must take reasonable measures to ensure that Stonebridge Financial and its Employees in conducting business do not take part or promote any form of illegal activities or accept funds from a source that has not been properly verified. Where an Employee considers there are reasonable grounds to suspect that a transaction or an attempted transaction is related to the commission of a money laundering offence or terrorist activity, it should be reported immediately to the CCO to perform such investigation and action.

Whistleblower Protection

Stonebridge Financial promotes a work environment that allows Employees to assert genuine concerns related to a violation of this Code of Ethics, any applicable law, regulatory regulations, fraud, criminal activity or health and safety issues or attempt to conceal any of the above activities. Stonebridge Financial encourages Employees to report any concerning activity, after considering the severity of the violation and the position of the Employee responsible for such activity, to any one of their immediate supervisor, the CCO, or the Chair of the Board. Stonebridge Financial is committed to protect Employees from retaliation for reporting, in good faith, any concerns with respect to the above matters. Employees must report any retaliation arising from their reporting of a concerning activity directly to the Chairperson of the Board.

Information Technology

Stonebridge Financial provides Employees with certain tools to support the Firm’s business and to assist Employees in the fulfillment of their responsibilities and duties including internet access, email service, mobile devices, where applicable, and other electronic devices (collectively “Stonebridge Financial Resources”). Employees are responsible to ensure that Stonebridge Financial Resources are used primarily for authorized business purposes and in a manner that respects and does not violate this Code of Ethics, confidentiality obligations, or any federal, provincial or local laws, including privacy, copyright, harassment and property laws. While limited use of these resources for personal purposes is generally permitted such use should not reflect negatively on Stonebridge Financial and its Employees. The integrity of Stonebridge Financial’s information technology network infrastructure is paramount to our operations. Employees must take reasonable measures to prevent unauthorized access or the corruption of the Stonebridge Financial IT infrastructure. 

Remote Workplace Security

Employees working or using Stonebridge Financial resources from a location other than the Premise must act with extra care to ensure the security of Stonebridge Financial resources including, confidential information, laptop computers and mobile devices. To ensure the integrity of the Stonebridge Financial Information Technology and to comply with Firm confidentiality and privacy requirements. 

Marketing and Social Media

Employees should take care in preparing marketing materials to ensure that all information, including any statements or claims are true and the information disclosed is complete to prevent the information from being misleading to the recipient. The use of social media as a means of communicating with Clients or potential Clients creates compliance and supervisory challenges for Stonebridge Financial. As social media includes both real time and static content, Stonebridge Financial is unable to adequately monitor marketing information or retain adequate records of business activities to comply with applicable securities rules and regulations. The use of any personal social media sites, such as x (formerly Twitter), Linkedin, Facebook, or other platforms by Members for the purposes of promoting, marketing or advertising Stonebridge Financial services is strictly prohibited. Administrative access to the Firm’s corporately managed social media platforms are restricted to the Co-CEOs, EVP, COO & CCO or a designated Employee, authorized by the Co-CEOs, EVP, COO & CCO, to manage the social media sites. All posted content to the Firm’s corporate social media sites must be reviewed and approved by the Chief Compliance Officer or authorized officer prior to posting. Under no circumstances should social media sites or other web platforms be used to distribute Fund performance information or Firm transaction information. 

Discrimination and Workplace Violence Free Work Environment

The safety and well-being of all Stonebridge Financial Employees is paramount. Workplace Harassment, Workplace Sexual Harassment or Workplace Violence are prohibited by Stonebridge Financial. Members should refer to the Policy Manual for the Firm’s formal policies and procedures regarding workplace harassment and violence. 

Substance Abuse

Stonebridge Financial is committed to ensuring the health, safety and well-being of its Employees and to the delivery of a high standard of service to our Clients and Stakeholders. To minimize the risk associated with impairment by drug, medication and alcohol use and to ensure Members’ fitness for duty, all Members are required to adhere to the standards set out in the Firm’s Policy and Procedures Manual.

Environment

Stonebridge Financial is committed to protecting the environment and promotes the application of re-use, reduce and recycle for all corporate consumables. Members are encouraged to make suggestions regarding environmental controls in the workplace, and to promote and participate in initiatives and programs that encourage environmental stewardship. 

Health & Safety

The health and safety of our Employees is a priority for Stonebridge Financial. Employees should consult the Stonebridge Financial Health & Safety Reference Manual for emergency contact details, building emergency fire procedures, WHMIS, hazard report forms and other important safety information. 

Record Retention and Record Keeping

Certain legal and regulatory practice requires the retention of records such as tax, personnel, payroll, health and safety, financial for specified period of time. A failure to retain documents for the minimum periods dictated by these practices can subject Stonebridge Financial to possible fines and penalties. To comply with all known legal and regulatory practices Stonebridge Financial has established a standard that requires all records to be retained for a minimum period of seven years from the date of creation. The destruction of records must not be carried out without consultation with the EVP, COO & CCO. Under no circumstance should records or documents be altered or destroyed prior to an audit or investigation. Destruction of records to avoid disclosure is a violation of the Code of Ethics and may constitute a criminal offence.

Duty to Report

Each Members has a duty to adhere to this Code of Ethics and to all Stonebridge Financial policies and procedures and to report any suspected violations to their direct supervisor and/or appropriate individual. When a concern arises over the conduct of an Officer of Stonebridge Financial in respect of the Code of Ethics the matter should be directed to the Chairperson of the Board of the Firm. Any concern may be reported to the Chairperson of the Board on an anonymous basis if the matter relates to financial mismanagement or fraud. Members may be subject to disciplinary action if they condone or promote misconduct or fail to demonstrate leadership to ensure compliance with the Code of Ethics. Stonebridge Financial will not permit any form of retaliation, including termination, demotion, or any form of discrimination against any Employee who has truthfully and in good faith reported a violation of the Code of Ethics or any violation of applicable law, including securities law. 

Compliance

Ultimate responsibility for compliance with the Code of Ethics resides with the Board of Directors. The Board however may delegate certain administrative responsibilities to the CCO related to the implementation and monitoring of compliance with the Code of Ethics. The Board is responsible for:

1) Reviewing the Code of Ethics on an annual basis and approving any amendments;

2) Granting, where applicable, waivers to Employees from adhering to specific provisions or provisions of the Code of Ethics; and

3) Supervising the implementation and monitoring of the Code of Ethics by the CCO or a person designated by the CCO to perform such responsibility.