Conflicts of Interest Disclosure Statement

Overview of Client Focused Reforms and Conflicts of Interest Disclosures

The Canadian securities regulators are enhancing their rules to better support your interests as a client. These enhanced rules are based on the fundamental concept that your interests must always come first. At Vesta Wealth Partners Ltd. (‘Vesta’) our goal is to have the client’s best interests at the forefront of everything we do. These new rules require us to provide enhanced disclosure so that you have greater visibility into the efforts we make to always act in your best interests.

About Vesta Wealth Partners Ltd.

Vesta Wealth Partners Ltd. is a family office offering a unique array of active, passive, factor-based and alternatives solutions. Working closely with clients to construct optimal portfolios, we function as an Outsourced Chief Investment Officer ranging from partial to full-discretion mandates.

Red Barn Investment Counsel is a division of Vesta and provides discretionary portfolio management to high net worth clients.

We may provide you with advice or services related to the purchase or sale of securities of our funds or other issuers that are related or connected to us. In most cases, our connection to such funds will be obvious to you because their names will be sufficiently similar to our name. For example, the names of such funds will generally include the word "Vesta".  Our current list of related issuers includes:

• Vesta Diversified Private Equity Fund LP
• Vesta Diversified Private Equity Fund (Canada) LP
• Vesta Diversified Risk Factor Fund LP
• Vesta Diversified Risk Factor Fund (Canada) LP
• Vesta Global Stability Fund LP
• Vesta Global Stability Fund (Canada) LP (collectively the ‘Vesta Funds’)
• Cerulean Private Equity Access Fund
• Cerulean Private Markets II LP
• Pinnacle Institutional Access Fund
• RBIC Alternative Asset Class Fund
• RBIC Enhanced Equity Growth Fund
• RBIC Enhanced Fixed Income Fund
• RBIC Full Cycle EFT Fund (collectively the ‘Red Barn Funds’)
• Pliris TWS 1 Fund

Vesta is a Portfolio Manager, Exempt Market Dealer and Investment Fund Manager regulated by the Alberta Securities Commission and the other relevant provincial securities regulators where we are registered.

Conflicts of Interest

What exactly is a conflict of interest? A conflict of interest means that there is an influence which may affect the decision we, as your portfolio manager, would make in the management of your account, or conversely it may affect the decision that you, as the client, would make regarding your account with us.

How We Manage of Conflicts of Interest

In general, we deal with and manage relevant conflicts as follows:
• Avoidance: This includes avoiding conflicts that are prohibited by law as well as conflicts that cannot effectively be addressed.
• Control: We manage acceptable conflicts through means such as policies and procedures.
• Disclosure: Providing you with information about conflicts, allowing you to assess their significance when evaluating our services.

At Vesta, we have adopted policies and procedures to assist in identifying conflicts of interest. Conflicts deemed too significant to be addressed through controls or disclosures will be avoided.  If the conflict cannot be avoided, we will control the conflict with policies and processes, and where it will assist in managing the conflict, we will provide disclosure to you in order to explain how we manage the conflict in your best interests. This disclosure will help you understand the nature of your relationship with Vesta.

Specific Material Conflicts of Interest

Our existing or reasonably foreseeable material conflicts of interest are described below.  We are also disclosing those potential conflicts that we avoid, in order to better explain how we put the best interests of our clients first.

Potential Conflict of Interest:
Addressed By:
How We Address:

Conflicts arising from proprietary products and related and connected investment fund issuers

Control and Disclosure

Vesta is the investment fund manager and portfolio manager for the Vesta Funds and the Red Barn Funds which are utilized in managed client accounts.  Vesta manages this conflict as we disclose the nature of our relationship with the Funds and obtain client consent prior to the purchase of the respective Fund within the managed account.
The Cerulean Fund and the Pinnacle Fund are sold either by Vesta in its capacity as an Exempt Market Dealer or by third parties. In the event that Vesta sells a Fund in its capacity as an Exempt Market Dealer it manages the conflict by disclosing the nature of relationship and having the client execute a subscription agreement and Vesta satisfies its suitability obligation to ensure that the purchase of the applicable fund is suitable for that investor.

Conflicts arising from being a director of a reporting issuer

Control and Disclosure

An advising representative of Vesta is a director of a reporting issuer, listed on the TSX Venture Exchange. Vesta manages this conflict by having specific policies and procedures regarding trading in reporting issuer. Vesta further manages this conflict by providing disclosure on the specific nature of the conflict and such issues as Vesta not being able to make investment decisions regarding the reporting issuer due to information that the advising representative may have arising out of his directorship duties.

Conflicts arising from third-party compensation

Control and Disclosure

Vesta manages this conflict as our policy is that clients who have products in their accounts which receive trailing commission do not pay any duplicate fees to us.  Disclosure is provided to the client at account opening.

Conflicts in fee-based accounts

Control and Disclosure

Vesta manages this conflict as it is our policy that all fees for portfolio management and performance fees are disclosed and agreed to by the Client at the time of account opening, including the fees within proprietary funds, as applicable.  Vesta provides an annual report on charges and compensation to all clients.

Conflicts arising from internal compensation arrangements and incentive practices

Control and Disclosure

Vesta manages this conflict by disclosing any incentives, which involves an advising representative having a portion of that individual’s compensation tied to the revenue of Vesta.

Addressing conflicts between clients (fairness in allocation of investment opportunities)

Controls and Disclosure

Vesta manages this conflict as our policy is to provide disclosure that our services are not exclusive at the time of account opening. Our Allocation of Investment Opportunities policy is disclosed to clients, so they are aware of the way we address any conflicts in the best interest in the client.

Conflicts arising from referral arrangements

Controls and Disclosure

We control this conflict by having policies and procedures in place governing the initiation, ongoing monitoring and disclosure of all referral arrangements.  We provide disclosure of the referral arrangement to all referred clients and ensure that the fees charged to clients are the same for referred clients as directly sourced clients.

Full control or authority over the financial affairs of a client

Avoidance

Our policy is to not accept appointments.

Individuals who have outside business activities

Avoidance,  Controls and Disclosures

Our policy is that individuals are not allowed to be board members of other registrants who are not affiliates.  For any outside activities, individuals are required to receive prior approval from our Chief Compliance Officer and specific disclosures would be provided where appropriate.  Please see Conflicts arising from being a director of a reporting issuer, above.

Trade and Pricing Errors

Avoidance and Controls

We avoid and manage this conflict as our policy is that for trade or pricing errors that we are responsible for, we correct those errors in favour of our clients.

Personal Trading, use of inside information for personal gain and gifts and entertainment.

Avoidance and Controls

Vesta has personal trading policies which prohibit the use of material non-public information for personal gain.  Please see Conflicts arising from being a director of a reporting issuer, above.
Vesta manages personal trading conflicts by having a personal trading policy, which requires pre-clearance authorisation of access persons prior to trading in securities.  Vesta further manages this conflict as client orders are always given priority over employees when allocating fills.
Vesta manages any gifts and entertainment conflicts as it has a Gifts and Entertainment Policy which requires all gifts above $250 be formally approved.

Valuation of portfolios

Avoidance

Valuations of client holdings are determined by third parties or independent data feeds.

Conflicts arising from marketing misleading or inaccurate performance information

Controls and Disclosure

Vesta manages this conflict by requiring a thorough review and approval of all marketing documents by the Chief Compliance Officer, prior to publication and all required disclaimers or disclosures are provided for in any Vesta marketing materials.

Other Conflicts of Interest – from time-to-time other conflicts of interest may arise.

Avoidance, controls and disclosure

We will continue to take appropriate measures to identify and respond to conflicts of interest and resolve them in the best interests of our clients.