Best Execution Policies & Procedures

1. Best Execution Obligation

“Best execution” as defined in IIROC Rule 3300 means obtaining the most advantageous execution terms for a client order reasonably available under the circumstances.

AltaCorp Capital Inc. (AltaCorp) is required to establish, maintain and ensure compliance with written policies and procedures reasonably designed to achieve best execution for clients.

2. Best Execution Practices

When executing orders in listed securities, AltaCorp Capital must:

• Disclose the order handling and order routing practices intended to achieve best execution

• Take into account order and trade information from all appropriate marketplaces

• Provide a reason for accessing or not a particular marketplace

• Identify circumstances when a trader will move an order entered on one marketplace to another marketplace.

3. Best Execution Factors Considered

AltaCorp’s Best Execution policy takes into account the following broad factors for the purpose of achieving best execution for all client orders:

• Price

• Speed of execution

• Certainty of execution

• The overall cost of the transaction, when these costs are passed onto the client

AltaCorp also considers the following factors which are more specific considerations of the above noted factors:

• Considerations taken into account when determining the appropriate routing strategies for clients

• Fair pricing of Opening Orders when determining where to enter an Opening Order

• Considerations when not all marketplaces are open and available for trading

• How order and trade information from all appropriate marketplaces including unprotected marketplaces is taken into account

• Factors related to executing on unprotected marketplaces

• Factors related to sending orders to a foreign intermediary for execution

AltaCorp is also required to address the following ‘prevailing market conditions’ when manually handling a client order:
• The direction of the market

• The market depth

• The last sale price and prices and volumes of previous trades

• The size of the spread

• The liquidity of the security

4. Specific Client Instructions

Where our clients provide specific instructions, such as using an algorithm program to achieve VWAP, TWAP, percentage of volume, or other types of algorithm orders, AltaCorp will consider instructions received from the clients, however best execution for a client order for any listed security is subject to compliance with Order Protection Rule (see below).

5. Practices Not Allowed in the Execution of the Best Execution of Client Orders

AltaCorp will not send:

• Client orders in listed securities in bulk to a foreign intermediary for execution outside of Canada

• AltaCorp will not purchase over-the-counter securities for its own account from a client or sell over-the-counter securities for its own account to a client except at an aggregate price (including mark-ups or mark-downs) that is fair and reasonable, taking into consideration all relevant factors, including the fair market value of the securities at the time of the transaction, the expense involved in effecting the transactions, the fact that AltaCorp is entitled to a profit and the total value of the transaction

• AltaCorp will not purchase or sell over-the-counter securities as agent for a client for a commission in excess of a fair and reasonable amount, taking into consideration all relevant factors, including expense of execution, the value of the services rendered by AltaCorp, and the amount of any other compensation received by AltaCorp in connection with the transaction

6. Training Obligations of AltaCorp

AltaCorp will ensure that all employees involved in the execution of client orders know and understand the application of AltaCorp’s written best execution policies and procedures.

7. Best Execution and the Order Protection Rule

Regardless of client instructions or consent, all client orders are subject to the Order Protection Rule that requires that AltaCorp not trade through any visible order on any Canadian marketplace.

8. Review of Best Execution Policies and Procedures

AltaCorp will review its Best Execution Policies & Procedures at least annually, or whenever there is any material change to the Canadian trading environment, such as the entry of a new marketplace, or the closing of a current marketplace, or a significant change in any of the marketplaces’ rules.

AltaCorp will also review quarterly trading statistics published by IIROC on marketplace volumes and value traded, as well as other data available to AltaCorp on order completion rate, best prices, and best liquidity values, and a survey of all of our traders to determine if we need to amend our Smart Order Router (SOR) market ranking as determined by our Best Execution Order Committee.

9. Intermediaries

AltaCorp uses intermediaries to access US marketplaces or when it uses certain algorithms, the intermediary it uses for US marketplace is ITG, and for algorithms, it uses Fidessa and ITG. Both of these intermediaries have their own Best Price Execution Policies & Procedures, and AltaCorp can provide copies of each intermediary’s policies and procedures on client request.

10. Fees, Payments and Commissions

AltaCorp does not have any ownership interest in any Canadian or foreign stock exchange or marketplace.

AltaCorp may pay marketplace trading fees or receive marketplace rebates when routing client orders. The fee schedule is available on the website of each marketplace. These costs or rebates are not passed on to AltaCorp’s clients. AltaCorp’s routing strategies are not primarily based on fees or rebates, but which marketplaces are most likely to give clients the best execution.

11. Smart Order Router (SOR)

AltaCorp principally uses the Fidessa SOR to obtain best order execution of client orders. The SOR also prevents any violation of the Order Protection Rule. The SOR scans all accessible marketplaces for the best bid or offer at the time of order entry, the SOR then directs the order to the marketplace with the best bid or offer for execution. Which marketplace an order is directed to first, when two or more marketplaces bids or offers are the same, and where the order will be booked is dependent on how AltaCorp ranks the marketplaces in its SOR. AltaCorp ranks marketplaces based on volume and value of total Canadian equity trading volume and value, experience with that marketplace, whether we will be directing the order through an algorithm and what characteristics that the marketplaces has that may be compatible with that algorithm or client trading instructions.

12. Conflicts

AltaCorp’s overall process designed to achieve best execution includes the requirement to take into account client’s instructions, subject to compliance with any regulatory requirements. Further, AltaCorp must disclose material conflicts of interest that may arise when sending orders for execution and describe how such conflicts are managed.