Legal Disclosures
2.0 Capital Partners Ltd.
1. Registration and Regulatory Status
2.0 Capital Partners Ltd. (“2CP”) is registered as an Exempt Market Dealer (“EMD”) in Ontario, British Columbia, Alberta, Saskatchewan and Manitoba. 2CP may conduct activities in other jurisdictions in reliance on applicable registration exemptions, where permitted by securities laws.
2CP is an independent investment distribution and consulting firm that works with third-party investment managers, issuers and promoters. In its capacity as an EMD, 2CP facilitates the distribution and placement of exempt-market securities to eligible investors, including through relationships with registered dealers, advisers and portfolio managers.
2CP does not provide discretionary investment management services and does not hold or maintain custody of client assets.
2. Third-Party Investment Products and Information
The investment products and strategies referenced on this website are managed or sponsored by third-party investment managers, issuers or promoters, and not by 2CP, unless expressly stated otherwise.
Product descriptions, factsheets, presentations, performance reports and other investment materials made available through this website may be prepared by the applicable investment manager, issuer or promoter and distributed by 2CP in their original form.
2CP conducts due diligence and reviews investment products and associated marketing materials in accordance with its policies and applicable regulatory obligations. However, information provided by third parties may be based on assumptions, estimates, valuations and other information supplied by the applicable manager or issuer. Although 2CP takes reasonable steps to assess the information it distributes, it does not independently audit or verify every underlying representation, calculation or financial statement.
The inclusion of an investment product on this website should not be interpreted as a recommendation that the investment is suitable for any particular investor or as a guarantee of its performance, liquidity or financial condition.
3. Compensation and Material Conflicts of Interest
2CP is engaged and compensated by the issuers, investment managers and/or promoters of securities that it represents for distribution, placement and related services.
Compensation arrangements vary by mandate and may include retainers, upfront or transaction-based fees or commissions, participation in management fees, performance or incentive fees, and other ongoing compensation attributable to capital sourced by 2CP or while an investor remains invested.
These compensation arrangements create a material conflict of interest. In particular:
2CP may have a financial incentive to facilitate an investment in a security from which it receives compensation.
2CP may have an incentive to favour an investment product that provides greater compensation to 2CP over an available alternative.
Where 2CP participates in ongoing management-fee economics, it may benefit financially from an investor remaining invested.
Where 2CP participates in performance or incentive-fee economics, it may benefit when the applicable investment generates performance-based compensation.
The nature and amount of compensation received by 2CP may differ materially between investment products and mandates. Compensation may be paid directly by the manager, issuer or promoter and may not appear as a separate charge to the investor. Such compensation may nevertheless be funded, directly or indirectly, from fees, expenses or other amounts borne by the investment product or its investors.
Additional product-specific compensation and conflict-of-interest disclosures will be provided where required under applicable securities laws.
4. Management of Conflicts of Interest
2CP identifies, assesses and addresses material conflicts of interest in accordance with its policies, procedures and applicable securities-law obligations, including taking reasonable steps to address material conflicts in the best interests of its clients.
These measures include investment product due diligence, Know Your Product (“KYP”) reviews, compliance oversight, review of marketing materials and assessment of compensation arrangements and other relevant conflicts.
2CP's compensation arrangements do not replace or reduce its KYP, Know Your Client (“KYC”), suitability or other applicable regulatory obligations and are not intended to influence its product-approval or client-recommendation decisions.
Where a material conflict cannot be addressed in the best interests of clients, 2CP will avoid the conflict or the activity giving rise to it, as required by applicable securities laws.
5. Intended Audience and Distribution Restrictions
The information on this website is intended primarily for registered dealers, advisers, portfolio managers and other registered intermediaries, as well as Permitted Clients and other investors with whom 2CP is permitted to deal under applicable securities laws.
Information provided to registered intermediaries is for informational and due diligence purposes and is not intended to constitute investment advice to, or a recommendation for, any underlying client. The recipient intermediary remains responsible for its own regulatory obligations, including its independent review of an investment product and determination of suitability for its clients, where applicable.
The availability of any investment product is subject to applicable securities laws, investor eligibility requirements, offering restrictions and the terms of the relevant offering documents.
Not all investment products referenced on this website are available in every jurisdiction or to every category of investor.
6. Investment Risks and Performance Information
Investments in private markets, alternative investment funds and other exempt-market securities involve risks, including the potential loss of some or all invested capital.
Depending on the investment, risks may include limited liquidity, redemption restrictions, valuation uncertainty, leverage, concentration, credit risk, market volatility, foreign currency exposure and the absence of an established secondary market.
Certain investments may be subject to lock-up periods, redemption gates, suspensions or other restrictions that limit an investor's ability to redeem or sell an investment.
Any historical returns, targeted returns, projected distributions, yields or other performance information are provided for informational purposes only. Past performance is not indicative of future results, and targeted or projected returns are not guaranteed.
Performance information may be prepared by the applicable investment manager or issuer and may reflect different assumptions, methodologies, fee treatments or valuation practices. Investors should review the relevant offering documents and accompanying disclosures to understand the basis on which performance information is presented.
7. No Offer or Investment Recommendation
Information on this website is provided for general informational purposes and does not constitute an offer to sell, or a solicitation of an offer to purchase, any security in a jurisdiction where such offer or solicitation would be unlawful.
The information is not intended to constitute personalized investment, legal, tax or accounting advice.
Any offering of securities will be made only through the applicable offering memorandum, subscription agreement or other definitive offering documentation, and only to investors who satisfy the relevant eligibility requirements.
Investors should review all applicable offering documents, including the investment objectives, strategies, risks, fees, expenses, conflicts of interest and liquidity provisions, before making an investment decision.
8. Regulatory Disclosures and Client Relationships
Where 2CP establishes a direct client relationship, it will provide applicable regulatory disclosures and documentation in accordance with its obligations under securities laws, including relationship disclosure information, conflicts-of-interest disclosures and transaction-specific information, as required.
The information on this website and any general disclosures contained in communications from 2CP are not intended to replace any specific disclosure, documentation or regulatory process required in connection with a particular client relationship or securities transaction.
9. Accuracy and Changes to Information
Although 2CP seeks to maintain accurate and current information, investment product details, terms, performance, fees, liquidity provisions and other information may change without notice.
Information on this website may not reflect the most recent developments concerning an investment manager, issuer or investment product.
In the event of any inconsistency between information on this website and the applicable definitive offering documents, the definitive offering documents will govern the terms of the investment.
2.0 Capital Partners Ltd.
Registered Exempt Market Dealer — Ontario, British Columbia, Alberta, Saskatchewan and Manitoba.
For additional information regarding an investment product, applicable eligibility requirements or 2CP's services and disclosures, please contact 2CP directly.