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The following terms set out the relationship between Trez Capital Fund
Management Limited Partnership (“Trez”) and the applicant(s) named above
(the “Client”) and are intended to disclose any information that would be
important to you with respect to your investment account.
Any information that the Client provides to Trez will be kept confidential by Trez.
Trez will only disclose information to comply with any regulatory or legal
The New Account Application to help us understand your personal situation
and your financial investment goals. We must gather relevant information about
assets, liabilities and other details about your income tax and estate tax
situation. Before we accept any investment from you, we are obligated to
take reasonable steps to determine whether that investment is suitable for
We consider your information 'confidential' and we confirm that it will be used
solely in connection with your proposed investment in one of the Trez funds
or in a direct mortgage investment offered by Trez (the “Investment”) and no
information will be disclosed to any third-party without your prior written
You are free to invest in any financial products as per your choice. Trez offers
several funds, some of which may only be purchased through securities dealers.
Trez receives fees from each of the funds, as set out in the relevant Offering
Memorandum or Prospectus, or for direct mortgage investments, in the
relevant mortgage participation and servicing agreement.
Each trade should be allocated fairly to each fund managed by Trez or its
affiliates, to the extent they wish to participate, applying the following policy:
1. Each fund which could participate in a mortgage investment must be
2. Mortgage investments must be allocated fairly.
3. Fees and expenses must be allocated fairly.
If the availability of any particular mortgage investment is limited, and that
mortgage investment is appropriate for the investment objective of more than
one fund, that mortgage investment will be allocated on an equitable basis.
Not all mortgage investments may be appropriate for all funds. Certain funds are
designed to have different risk tolerances, and have different investment policies.
Reasonable allocation of the same mortgage investment amongst funds may be
determined by an evaluation of the cash position of each fund, the effect or risk
and liquidity, and the general composition of the funds.

As a result, allocation of mortgage investments to Trez managed funds is a multi-
step process, as follows:

1. All funds will be considered in accordance with each fund’s investment
criteria and investment funds that do not meet the investment parameters of a
particular mortgage investment will be excluded from consideration as a recipient
portion of that investment. For example:
a. if the loan is part of a joint venture where investors are to participate in
ownership of real property, certain funds cannot invest;
b. Trez will not place certain funds into an investment in an unregistered
c. certain funds have restrictions on the percentage a particular mortgage
can represent of the fund’s mortgage portfolio.

2. All funds that are identified as qualified recipients of a particular mortgage
investment will be allocated a portion of the investment based on available cash
at that time.
3. In the event that more than one fund is identified as a qualified recipient with
available cash, Trez will take all the necessary steps to ensure that mortgage
investments are fairly and proportionately allocated amongst the qualified funds.
To ensure fairness:
a. Trez will look back at recent investment allocations, to ensure that
funds which were unable to participate in past investments will participate
in current investments;
b. consideration will be given to sharing mortgage investments
proportionally having regard to the optimization of asset and geographic
diversification of mortgage assets;
c. administrative efficiencies will be taken into account, so that, for example,
a small loan will only be shared by a small number of funds.

On loan pay downs, Trez will attempt to pay down the investment of each
account proportionately. However, Trez may choose to repay syndicated
investors or internal companies first and have investment funds remain
invested in the loan, as this keeps the investment funds invested. If Trez
determines there is a higher risk to remaining in an investment, other
considerations may apply.
In order to assist Trez to determine the suitability of an Investment for you,
we ask that each Client answer the questions provided above in the section
titled “Investor & Risk Profile.”
There are certain types of risk that a Client should consider when making an
investment in Trez such as liquidity and marketability. An investment in a Trez
product involves a number of risk factors and is suitable only for investors who
are aware of the risks inherent in mortgage investments and who have the
ability and willingness to accept the risk of loss of their invested capital and
who have no immediate need for liquidity. There is no assurance of any return
on an investor’s investment.
Prospective investors should consult with their own independent professional
legal, tax, investment and financial advisors before making an Investment in order
to determine the appropriateness of the Investment in relation to their
financial and investment objectives and in relation to the tax consequences of any
such Investment.
Prospective investors should consider the following risks before making an
Investment. Any or all of these risks, or other as yet unidentified risks, may
have a material adverse effect on the return to investors, and include the
No Market – There is no market through which an Investment may be sold, and
Trez does not expect that any market will develop in the future. Accordingly,
an Investment should only be considered by investors who do not require
liquidity. Investments are subject to onerous resale restrictions under
applicable securities legislation.
Borrowed Money – Trez does not recommend using borrowed money to
finance the purchase of securities as the use of borrowed money involves
greater risk than using cash resources only. If you borrow money to purchase
securities, your responsibility to repay the loan and pay interest as required by
its terms remains the same even if the value of the securities purchased

Retraction Liquidity – Investments may be retractable, meaning that Investors
have the right to require Trez to redeem them, upon appropriate advance notice
from the investor to Trez. However, different Investments have different
restrictions on retraction, and the right of retraction may be suspended under the
Absence of Management Rights – Investments do not carry voting rights, and
consequently an investor’s Investment does not carry with it any right to take part
in the control or management of a fund’s business.
Trez provides quarterly statements to all clients via mail unless arrangements
have been made to provide the statement electronically. The quarterly statement
includes number of units held, value per unit ($/ unit), total value ($) of units held,
confirmation of any transactions and other information relevant to an investor.
Should a client require an additional statement or updated statement he or she
may contact Trez to have one mailed out.
A trade confirmation will be sent to clients after a transaction has occurred, as
applicable by law. If you do not object, in writing, to the accuracy of a trade
confirmation within 10 days of the date of receipt, Trez will consider the trade
confirmation to be accurate.
Clients will receive an annual investment performance report. This report will
include the annualized total percentage return for each account held directly with
Trez. This report will show the annualized returns since inception and the one,
three, five, and ten-year annualized return(s) of your account(s), where applicable.
Trez's duty of care with respect to the property in your account shall be
exercised with the same degree of care that it exercises in the custody of its own
property or similar nature.

Computershare Trust Company of Canada acts as trustee for certain mortgage
investment entities, which are Trusts, pursuant to the terms and conditions set out
in the respective declaration of trust. Computershare Trust Company of Canada
is also the custodian of the assets of various mortgages investment entities
pursuant to custodial agreements. Computershare Trust Company of Canada
acts as custodian for mortgages secured by real property in Canada. The
custodian is the company which holds your assets and their involvement provides
clients with an extra layer of protection. For mortgages secured by real property
in the United States various related party bare trustees of Trez Capital Limited
Partnership (“TCLP”) act as custodian. Your assets are registered in your name
and Trez is not authorized to transfer assets into or out of your account nor does
it have access to your assets.
Assets held by a custodian may potentially be at risk of loss: (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 fraud, willful or reckless misconduct,
negligence or error of the custodian or its personnel. Trez completes due diligence
with respect to each custodian’s reputation, financial stability, relevant internal
controls, and ability to deliver custodial services. Trez believes that each
custodians’ internal system of controls is sufficient to manage risks of loss to our
clients in accordance with prudent business practices.
We value our good relationships with clients. However, we accept that, from time
to time, difficulties and misunderstandings may arise. If you are dissatisfied with
the service you receive from us, you should take the matter up, in the first instance,
with your dealing representative. If the matter is not resolved to your satisfaction,
your comments should be referred to our Chief Compliance Officer. If you remain
unsatisfied with our response, you can forward a copy of our response and your
original complaint to the Ombudsman for Banking Services and Investments
(OBSI). OBSI is an independent dispute-resolution service that investigates
unresolved disputes at no charge to you. An alternative to the legal system, it may
recommend compensation up to $350,000. OBSI can be reached at 1-888-451-
4519 or www.obsi.ca, and must be contacted within 180 days of receiving a final
response from our Chief Compliance Officer.

Trez, when acting as an exempt market dealer in selling securities of an
investment entity formed by Trez, may also be the Manager of that investment
entity or an affiliate of the Manager of that investment entity, and
consequently, the investment entity may be considered a “connected
issuer” of Trez, within the meaning of applicable securities legislation.
During our normal business activities, Trez has the responsibility to deal fairly,
honestly, act in good faith, and act in the best interest of our clients. Trez
recognizes that there is potential for conflicts of interest to arise between the
interests of our clients and the interests of the firm.
Trez will manage potential conflicts of interest in the best interest of the clients.
Trez will take reasonable steps to identify existing and reasonably foreseeable
material conflicts of interest and address them in the best interest of the clients.
Trez will disclose any material conflicts of interest to the client in a timely manner
upon their identification so the client may factor it into their decision-making
process. Depending on the circumstance, and in cases where material conflicts
of interest cannot be addressed in the best interest of the clients, it will be
Under certain circumstances, Trez may deal with you in transactions where the
issuer of the securities is a related issuer and connected issuer. As these
transactions may create conflicting interests between Trez and yourself, we are
informing you of the relevant relationships and connections relating to the

An entity is considered a “related issuer” if the entity is an influential security
holder of Trez, Trez is an influential security holder of the entity, or both Trez
and the entity are related issuers of the same entity. A “connected issuer” is a
party that distributes securities and has a relationship with Trez that may lead a
reasonable prospective purchaser of the securities to question if we and the
issuer are independent of each other concerning the distribution of such
As is common in the investment industry, Trez has relationships with both related
issuers and connected issuers. Certain principals of Trez will be the principals of
the general partners of the entities in which the Trust invests. The issuers will be
managed by Trez who acts as the Investment Fund Manager for the issuer. The
Trust is a connected issuer and a related issuer of Trez.
When investment companies have multiple related businesses, compensation
received from a related party could influence investment recommendations. Trez
is in a similar situation as it could recommend investments in a related party. To
manage this conflict of interest, Trez and the dealing representative are required
to only recommend an investment when it is in the best interest of the client to do
so, based on the know-your-client information that has been provided.
Additionally, at the time of the account opening or recommendation, we will
disclose (e.g., offering memorandum) the fact that the issuer is a related issuer
and connected issuer to Trez.
Trez is require to ask you for the name and contact information of a person that
you trust, has the ability to communicate and engage in potentially difficult
conversations about your personal situation and preferably is not involved with
making decisions with respect to your account at account opening and on a
periodic basis.
If applicable in your particular circumstances, we may, in our sole discretion,
contact your TCP or your legal representative on file with us, if we notice signs
of financial exploitation or if you exhibit signs of diminished mental capacity
for decisions involving financial matters relating to your account(s). Trez may
also contact your TCP to confirm your contact information if we are unsuccessful
in contacting you after repeated attempts, particularly if failure to contact you is
unusual. We may ask the TCP to confirm the name and contact information of a
legal representative (e.g. attorney under a power of attorney or a legal guardian).
You can change your TCP by contacting your dealing representative.

You have agreed to (i) notify the TCP that you have identified them as your trusted
contact person, and advise us if they decline to serve as your TCP; and (ii) release
us from all claims that relate to any decision we make regarding whether or not to
contact the TCP, in your personal circumstances, and any information that we may
share with the TCP.
If you want to replace your TCP and appoint a new one, please contact your
dealing representative and they will provide you with the appropriate form to allow
you to identify your new TCP. By designating a new TCP, you will revoke all prior
designations. We will rely on the most recent TCP appointment in our files.
You are not obligated to designate a TCP. If you do not wish to designate a TCP,
please indicate this in the appropriate checkbox in the TCP section. In
making your decision, please consider that the purpose of the TCP is to allow us
to release confidential information to someone you have selected if we have
concerns about your welfare. Without your permission, if a situation arises in
which Trez has concerns about your welfare, we will not have the option of trying
to resolve these concerns by communicating them to the TCP. In the worst case
scenario, this could lead to a situation in which Trez is obligated to stop or refuse
transactions in, or place a hold on, your account while we take the steps necessary
to meet and address our concerns.

If Trez has a reasonable belief that you are being financially exploited or that
you are experiencing diminished mental capacity which may affect your ability
to make decisions involving financial matters relating to your account(s), Trez
may place a temporary hold on your account or a particular transaction,
in appropriate circumstance permitted by law and will provide you with a
verbal or written notice explaining the temporary hold, in addition to contacting
your TCP, if any, as above. Trez will review the facts behind placing the
temporary hold on a regular basis to determine whether the temporary hold
should continue.