& CLIENT-FOCUSED OPERATING STATEMENT
PURSUANT TO CHANGES IN CLIENT FOCUSED REFORMS (CFR) DISCLOSURE GUIDELINES, AND NATIONAL INSTRUMENT 33-105, THE FOLLOWING DISCLOSURES AND OPERATING STATEMENTS ARE MADE. SEE TANGERINE TANGO GROUP (THE "GROUP" OR "TANGERINE TANGO GROUP") DIAGRAM BELOW. THE ADVISOR, ASSET MANAGER AND REGISTRANT ARE RELATED PARTIES, AS ALL ARE WHOLLY OWNED BY THE PARENT. THE PARENT CONTROLS THE REGISTRANT, ASSET MANAGER AND THE ADVISOR. THE REGISTRANT AND ASSET MANAGER ARE BOTH CONTRACTED WITH THE REGISTRANT, WHICH HAS OVERSITE OF BOTH COMPANIES REGARDING ACTIVITIES REQUIRING REGULATORY OVERSITE. THE GROUP CROSS-LICENSES THE REGISTERED TRADEMARK OF "TANGERINE-TANGO" TO ALL GROUP COMPANIES IN A "DOING BUSINESS AS" ("DBA") CAPACITY. THE TANGERINE TANGO GROUP AND RESPECTIVE LEGAL NAMES, DBAS AND OWNERSHIP SUMMARIES ARE OUTLINED, AS FOLLOWS:
Tangerine Tango Group Structure
Disclosure & Client Focused Operating Statement
Collectively, the Parent, Advisor, Asset Manager and Registrant are hereinafter referred to as the "Tangerine Tango Group" or "Group". Additionally, the following related party relationships are disclosed: William R. Tharp ("Tharp") is Chief Executive Officer (CEO) of the Parent Company, Asset Manager, Registrant and Advisor, and Ultimate Designated Person (UDP) and Chief Compliance Officer (CCO) of the Registrant (registered with the Ontario Securities Commission: Exempt Market Dealer # 38960), and controlling shareholder of the Parent Company. Group employees may make investments, receive fees and equity interests, receive asset management and performance fees and may be able to recover certain permitted costs.
Additionally, conflicts of interest could arise, for other reasons, as follows:
- the Group's strategy includes co-investment strategies through consortium or partnership arrangements, and funds created or administered by the Group may make co-investments with Group capital and/or Group sponsored funds, consortiums and partnerships, which typically will require that the Group owes fiduciary duties to the other partners or consortium members that it may not owe to others;
- there may be circumstances where the Group will determine that an investment or acquisition opportunity is suitable for itself which may have a bearing on the activities and services offered;
- where the Group, or members of the Group, has, or have, made an investment, acquisition or provided a service in return for an interest, it may transfer the interest held at a later date;
- the various members of the Group involve a number of arrangements pursuant to which members may provide various services and access to financing arrangements, and circumstances may arise in which these arrangements will need to be amended or new arrangements will need to be entered into;
- the members of the Group may be generally entitled to share in the returns generated, which could create an incentive for the Group, or individual Group members, to assume greater risks when making decisions than they otherwise would in the absence of such arrangements;
- Group members are permitted to pursue other business activities and provide services to third parties that compete directly with our business and activities without providing us with an opportunity to participate, which could result in the allocation of Group and/or the member’s resources, personnel and opportunities to others who compete with the Assignment; and
- the Group may not owe any fiduciary duties, which may limit recourse against it.
With respect to situations in which there is greater potential for a conflict of interest to arise, management may be required to seek the prior approval of the Registrant pursuant to conflict of interest guidelines. The Registrant maintains a conflicts policy approach to assist the Group and Registrant in the resolution of these potential or actual conflicts which strive towards conflicts being resolved based on principles of transparency, independent validation, awareness and, where required, approvals. The approach recognizes the benefit the Advisor may receive in its relationship with the Group and the Group's intent to pursue a strategy that seeks to maximize the benefits from this relationship.
In general, the strategy is to carry out transactions on the basis that considerations paid be no more, on a proportionate basis, than the consideration that would be paid by the Group or other participants, as applicable. The approach also provides that any fees or carried interest payable in respect of the Advisor's or Asset Manager's proportionate investment, or in respect of an investment made, be credited in the manner contemplated herein or that such fees or carried interest must either have been negotiated with another arm’s length participant or otherwise demonstrated to be on market terms.
Clients and interested parties can contact the company, as follows:
For Legal Delivery
- Tangerine Tango Advisory Services Inc. C/O WeirFoulds LLP
- 66 Wellington St W #4100, TO, ON, M5K 1B7 CANADA
- Attention: David Brown or Rochelle Perera Tel: 416-365-1110
- Email: DBROWN@weirfoulds.com or firstname.lastname@example.org
For Direct Contact
- Tangerine Tango Group
- Attention: William R. Tharp Tel: 416-505-3256
- Email: email@example.com or firstname.lastname@example.org