Turn8 Private Wealth Inc.

TURN8 Private Wealth Inc. Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of TURN8 Private Wealth Inc. If you have any questions about the contents of this brochure, please contact us at (514) 600-1466 or by email at: Craig.McFadzean@turn8wealth.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about TURN8 Private Wealth Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. TURN8 Private Wealth Inc.’s CRD number is: 167608 277 Lakeshore Rd, Suite 2 Pointe Claire, Quebec. H9S 4L2 (514) 600-1466 www.turn8wealth.com Craig.McFadzean@turn8wealth.com Registration does not imply a certain level of skill or training. Version Date: 05/29/2026 1  Item 2: Material Changes TURN8 filed the last annual update to this brochure on June 11, 2025. TURN8 continues to conduct its business activities and provide investment advisory services in substantially the same manner as described in the last update to the brochure. The ensuing is only a list of changes since the last update that are or may be considered material. It does not identify every change to the brochure since the last update. In addition, there have been minor word enhancements and clarifications throughout the brochure. TURN8’s proxy voting policy in Item 17 has been updated. . i  Item 3: Table of Contents Item 2: Material Changes ........................................................................................................................................ i Item 3: Table of Contents ....................................................................................................................................... ii Item 4: Advisory Business ......................................................................................................................................4 A. Description of the Advisory Firm ................................................................................................................4 B. Types of Advisory Services ...........................................................................................................................4 C. Client Tailored Services and Client Imposed Restrictions ........................................................................6 D. Wrap Fee Programs ........................................................................................................................................7 E. Assets Under Management ............................................................................................................................7 Item 5: Fees and Compensation .............................................................................................................................7 A. Fee Schedule ....................................................................................................................................................7 B. Payment of Fees ...............................................................................................................................................8 C. Client Responsibility for Third Party Fees ..................................................................................................8 D. Prepayment of Fees ........................................................................................................................................8 E. Outside Compensation For the Sale of Securities to Clients .....................................................................8 Item 6: Performance-Based Fees and Side-By-Side Management ....................................................................9 Item 7: Types of Clients ..........................................................................................................................................9 Item 8: Methods of Analysis, Investment Strategies, and Risk of Investment Loss .......................................9 A. Methods of Analysis and Investment Strategies ..................................................................................9 B. Material Risks Involved .........................................................................................................................10 C. Risks of Specific Securities Utilized ......................................................................................................11 Item 9: Disciplinary Information .........................................................................................................................13 A. Criminal or Civil Actions ............................................................................................................................13 B. Administrative Proceedings ........................................................................................................................13 C. Self-regulatory Organization (SRO) Proceedings ....................................................................................13 Item 10: Other Financial Industry Activities and Affiliations .........................................................................13 A. Registration as a Broker-Dealer or Broker-Dealer Representative ...................................................13 Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity B. Trading Advisor ................................................................................................................................................13 ii  Registration Relationships Material to this Advisory Business and Possible Conflicts of C. Interests ...............................................................................................................................................................13 D. Selection of Other Advisors or Managers and How This Advisor is Compensated for Those Selections ............................................................................................................................................................14 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............14 A. Code of Ethics ..........................................................................................................................................14 B. Recommendations Involving Material Financial Interests ...............................................................14 C. Investing Personal Money in the Same Securities as Clients ............................................................14 D. Trading Securities At/Around the Same Time as Clients’ Securities .............................................15 Item 12: Brokerage Practices ................................................................................................................................15 A. Factors Used to Select Custodians and/or Broker-Dealers ...............................................................15 1. Research and Other Soft-Dollar Benefits ..........................................................................................15 2. Brokerage for Client Referrals ...........................................................................................................15 3. Clients Directing Which Broker-Dealer/Custodian to Use ...........................................................15 B. Aggregating (Block) Trading for Multiple Client Accounts .............................................................16 Item 13: Reviews of Accounts ..............................................................................................................................16 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ..............................16 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts ............................................16 C. Content and Frequency of Regular Reports Provided to Clients .....................................................16 Item 14: Client Referrals and Other Compensation ..........................................................................................16 Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales A. Awards or Other Prizes) ...................................................................................................................................16 B. Compensation to Non – Advisory Personnel for Client Referrals ...................................................17 Item 15: Custody ....................................................................................................................................................17 Item 16: Investment Discretion ............................................................................................................................17 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................17 Item 18: Financial Information .............................................................................................................................18 A. Balance Sheet ...........................................................................................................................................18 B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients ..................................................................................................................................................................18 C. Bankruptcy Petitions in Previous Ten Years .......................................................................................18 iii  Item 4: Advisory Business A. Description of the Advisory Firm TURN8 Private Wealth Inc. is a corporation organized in Canada. The firm was formed in March of 2012 and the principal owner is Craig Stuart McFadzen. B. Types of Advisory Services TURN8 Private Wealth Inc. (hereinafter “TURN8”) offers the following services to advisory clients: Investment Supervisory Services TURN8 offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. TURN8 creates an Investment Policy Statement (IPS) for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client’s specific situation. TURN8 believes in a written investment policy as the only way to demonstrate a thoughtful process and make well-informed, prudent investment decisions. The firm will help clients develop their overall investment policy approach, create their IPS which outlines the investment selection and monitoring process, and provide unbiased advice on the most appropriate options for their plan. TURN8’s investment Supervisory Services include, but are not limited to, the following: Investment strategy • • Asset allocation • Risk tolerance • Personal investment policy • Asset selection • Regular portfolio monitoring TURN8 evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. TURN8 will require discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. TURN8 may also provide educational seminars/workshops or publication of newsletters free of charge as part of its portfolio management services. Services Limited to Specific Types of Investments TURN8 generally limits its money management to mutual funds, equities, bonds, fixed income, debt securities, ETFs, hedge funds, REITs, commodities, options, private placements, and government securities. TURN8 may use other securities as well to help diversify a portfolio when applicable. 4  Subadvisor Services TURN8 acts as a subadvisor to advisors unaffiliated with TURN8. These third-party advisors outsource portfolio management services to TURN8. This relationship is memorialized in each contract between TURN8 and the third-party advisor and is disclosed to the respective client. Retirement Rollovers A client leaving an employer typically has four options (and may engage in a combination of these options): I. II. III. IV. Leave the money in their former employer’s plan, if permitted, Roll over the assets to their new employer’s plan, if one is available and rollovers are permitted, Rollover to an IRA, or Cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). TURN8 may recommend an investor roll over retirement plan assets to an Individual Retirement Account (IRA) managed by TURN8. As a result, TURN8 may earn an asset-based fee on those assets. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Specifically, if TURN8 recommends a client roll over its retirement assets to a TURN8 managed account, such a recommendation creates a conflict of interest if TURN8 will earn new (or increase its current) compensation as a result of the rollover. Depending on the options available to the individual, rolling over assets to a TURN8 managed account could incur higher fees than leaving it in a current plan or moving to another employer-sponsored plan. In contrast, a recommendation that a client or prospective client leave their plan assets with their old employer or roll the assets to a plan sponsored by a new employer will generally result in no compensation to TURN8. TURN8 has an economic incentive to encourage an investor to roll plan assets into an IRA that TURN8 will manage. There are various factors that TURN8 may consider before recommending a rollover, including but not limited to: I. II. III. IV. V. The investment options available in the plan versus the investment options available in an IRA, Fees and expenses in the plan versus the fees and expenses in an IRA, The services and responsiveness of the plan’s investment professionals versus TURN8’s, Protection of assets from creditors and legal judgments, Required minimum distributions and age considerations, 5  VI. VII. Employer stock tax consequences, if any, Plan’s withdrawal options or limitations, before and/or after retirement No client is under any obligation to rollover retirement plan assets to an account managed by TURN8. C. Client Tailored Services and Client Imposed Restrictions TURN8 offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. PORTFOLIO CONSTRUCTION TURN8 views the world of investing using the fundamentals of Modern Portfolio Theory and the advanced teachings of the CFA program. The basic concept is to maximize a portfolio’s expected return for a given amount of risk, or equivalently minimize risk for a given level of expected return. This is obtained by carefully choosing the mix and allocation of various assets to establish an efficient portfolio using a Core and Satellite approach. In the Core and Satellite approach we divide our portfolios into two categories; Core strategies that tactically provide broad exposure and Satellite strategies that have the potential to deliver higher returns given market conditions. To anchor our Core portfolio allocations, we begin with an understanding of the “Big Picture” Global Macro trends. This process helps TURN8 identify the best risk/reward opportunities across all asset classes spanning the global financial spectrum (economic forecasts, inflation levels, geopolitical risk, fiscal constraints and monetary policy). The results of our Global Macro research is an identification of key asset classes and sectors that represent our strategic asset allocation mix. The most efficient way to gain the exposure needed is the use of country, sector and style ETFs that provide a greater degree of diversification without exposing our clients to single name risk. This approach allows us to manage volatility and achieve diversification while participating in the market intelligently and in a controlled manner. The Satellite allocation of TURN8’s portfolios gives our clients the opportunity to pursue independent or market-driven investment ideas. Satellite investments are typically individual companies, but could also include structured products, commodities, or hedge funds among other assets. TURN8, along with their global research, allocates the satellite investments and the time horizon to ensure our clients obtain the maximum benefit of each holding. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent TURN8 from properly servicing the client account, or if the restrictions would require TURN8 to deviate from its standard suite of services, TURN8 reserves the right to end the relationship. 6  D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and any other administrative fees. TURN8 does not participate in any wrap fee programs. E. Assets Under Management TURN8 has the following assets under management: Discretionary Assets: Non-Discretionary Assets: Date Calculated: $349,991,473 0 March 31, 2026 Item 5: Fees and Compensation A. Fee Schedule Investment Supervisory Services Fees Total Assets Under Management Annual Fee First $500,000 1.25% $500,001 – $1,000,000 0.85% $1,000,001 – $2,000,000 0.65% $2,000,001 – $5,000,000 0.50% $5,000,001 – $10,000,000 0.35% Greater than $10,000,000 0.30% Fees are paid monthly in arrears and the final fee schedule is attached as Exhibit II of the Investment Advisory Contract. Advisory fees may be negotiable in certain cases depending upon various factors, such as the total amount of assets under management for the client or the level of complexity. Because fees are charged in arrears, no refund policy is necessary. TURN8 uses the last day of previous month for purposes of determining the market value of the assets upon which the advisory fee is based. Advisory fees are withdrawn directly from the client’s accounts with client written authorization. Clients may terminate the contract without penalty, for full refund, 7  within five business days of signing the contract. Thereafter, clients may terminate the contract with fifteen days’ written notice. TURN8 may also provide educational seminars/workshops or publication of newsletters free of charge as part of its portfolio management services. Subadvisor Services Fees TURN8 will also act as a subadvisor to unaffiliated third-party advisors. In such cases, TURN8 will receive a share of the fees collected from the third-party advisor’s client. The fees charged are negotiable and will not exceed any limit imposed by any regulatory agency. This relationship will be memorialized in each contract between TURN8 and the third-party advisor and disclosed to the client. B. Payment of Fees Payment of Investment Supervisory Fees Advisory fees are withdrawn directly from the client’s accounts with client written authorization. Fees are paid monthly in arrears. Payment of Subadvisor Fees Subadvisor fees may be withdrawn from client’s accounts or clients may be invoiced for such fees, as disclosed in each contract between TURN8 and the applicable third-party advisor. C. Client Responsibility for Third Party Fees Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by TURN8. Thus, with respect to investments in mutual funds, ETFs, and other pooled investment vehicles, it is important for clients to understand that, in such cases, they are directly and indirectly paying two levels of advisory fees: one layer of fees and expenses at the fund level and one layer of advisory fees to TURN8. It may be possible to purchase such investments directly, without using the services of TURN8 and without incurring our advisory fees. D. Prepayment of Fees TURN8 collects its fees in arrears. It does not collect fees in advance. E. Outside Compensation For the Sale of Securities to Clients Neither TURN8 nor its supervised persons accept any compensation for the sale of securities or 8  other investment products, including asset-based sales charges or services fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management With regard to U.S. clients, TURN8 does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. TURN8 does manage a Canadian alternative investments fund that assesses a performance-based fee. Although this fund is not available to U.S. investors, TURN8’s management of the fund could create a conflict of interest due to the simultaneous management of portfolios that do not charge performance- based fees. In particular, TURN8 has an incentive to allocate more time and resources to the management of the fund compared with non-performance fee accounts. To help mitigate this conflict of interest, TURN8 has policies and procedures to help ensure that all clients are treated fairly and equitably. Item 7: Types of Clients TURN8 generally provides management supervisory services to the following types of clients: Individuals • • High-Net-Worth Individuals • Corporations or Business Entities Minimum Account Size There is no account minimum. Item 8: Methods of Analysis, Investment Strategies, and Risk of Investment Loss A. Methods of Analysis and Investment Strategies Methods of Analysis TURN8’s methods of analysis include quantitative analysis, fundamental analysis, technical analysis, cyclical analysis, and modern portfolio theory. Charting analysis involves the use of patterns in performance charts. TURN8 uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. 9  Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Technical analysis involves the analysis of past market data; primarily price and volume. Cyclical analysis involved the analysis of business cycles to find favorable conditions for buying and/or selling a security. Modern portfolio theory is a theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully choosing the proportions of various assets. Investment Strategies TURN8 uses long term trading, short term trading, short sales, and options writing (including covered options, uncovered options, or spreading strategies). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Quantitative analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in solely using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not work long term. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two-fold: 1) the markets do not always repeat cyclical patterns and 2) if too many investors begin to implement this strategy, it changes the very cycles these investors are trying to exploit. Modern Portfolio Theory assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an 10  investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Investment Strategies Short term trading, short sales, and options writing generally hold greater risk and clients should be aware that there is a material risk of loss using any of those strategies. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short term trading risks include liquidity, economic stability and inflation, in addition to the long term trading risks listed above. Frequent trading, when done, can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Short sales risks include the upward trend of the market and the infinite possibility of loss. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Options writing or trading involves a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value and the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. Short term trading, short sales, and options writing generally hold greater risk and clients should be aware that there is a material risk of loss using any of those strategies. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized TURN8 generally seeks investment strategies that do not involve significant or unusual risk beyond that of the general domestic and/or international equity markets. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. 11  Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. They can be of bond “fixed income” nature (lower risk) or stock “equity” nature (mentioned above). Equity investment generally refers to buying shares of stocks by an individual or firms in return for receiving a future payment of dividends and capital gains if the value of the stock increases. There is an innate risk involved when purchasing a stock that it may decrease in value and the investment may incur a loss. Treasury Inflation Protected/Inflation Linked Bonds: The Risk of default on these bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Fixed Income is an investment that guarantees fixed periodic payments in the future that may involve economic risks such as inflationary risk, interest rate risk, default risk, repayment of principal risk, etc. Debt securities carry risks such as the possibility of default on the principal, fluctuation in interest rates, and counterparties being unable to meet obligations. Stocks & Exchange Traded Funds (ETF): Investing in stocks & ETF's carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Hedge Funds are not suitable for all investors and involve a high degree of risk due to several factors that may contribute to above average gains or significant losses. Such factors include leveraging or other speculative investment practices, commodity trading, complex tax structures, a lack of transparency in the underlying investments, and generally the absence of a secondary market. REITs have specific risks including valuation due to cash flows, dividends paid in stock rather than cash, and the payment of debt resulting in dilution of shares. Private placements carry a substantial risk as they are largely unregulated offerings not subject to securities laws. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal): Investing in precious metal ETFs carries the risk of capital loss. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same 12  underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option writing also involves risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Past performance is not a guarantee of future returns. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker-Dealer or Broker-Dealer Representative Neither TURN8 nor its representatives are registered as or have pending applications to become a broker/dealer or as representatives of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither TURN8 nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests 13  TURN8 is registered in Canada with the Autorite des marches financiers and the Ontario, Alberta, and British Columbia Securities Commissions. A significant component of TURN8’s business relates to the management of Canadian funds, which requires considerable resources to manage – resources that may not directly benefit U.S. clients, who do not have access to those investments. In addition, as noted above in Item 6, one of these Canadian funds is assessed performance-based fees, which creates a conflict of interest as TURN8 has an incentive to allocate more time and resources to that fund compared with other, non-performance accounts. D. Selection of Other Advisors or Managers and How This Advisor is Compensated for Those Selections TURN8 neither receives any compensation from third-party money managers nor has any business relationships with such managers that creates conflicts of interest. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics TURN8 has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. Our Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests TURN8 does not recommend that clients buy or sell any security in which a related person to TURN8 or TURN8 has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of TURN8 may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of TURN8 to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. TURN8 will always document any transactions that could be construed as conflicts of interest and will always transact client business before their own when similar securities are being bought or sold. 14  D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of TURN8 may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of TURN8 to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. Whenever possible TURN8 will transact client’s transactions before its own when similar securities are being bought or sold. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker-Dealers TURN8 recommends the following three custodians to clients: Interactive Brokers, LLP and Charles Schwab for U.S. domiciled accounts and National Bank Independent Network for Canadian domiciled accounts. In recommending custodians to clients, TURN8 considers the full range of the services of the custodian/broker-dealer, including without limitation, execution capabilities, commission rate, financial responsibility, administrative resources and responsiveness. TURN8 will never charge a premium or commission on transactions, beyond the actual cost imposed by the custodian. 1. Research and Other Soft-Dollar Benefits Although TURN8 does receive research from Charles Schwab and National Bank Independent Network on an unsolicited basis, the firm otherwise does not receive any products or services from custodians, broker-dealers, or other third-parties in connection with client securities transactions (“soft dollar benefits”). As a result, while there potentially could be an incentive for TURN8 to direct clients to these particular custodians and broker-dealers over other firms who offer the same services, the first consideration when recommending custodians and broker/dealers to clients is best execution. TURN8 always acts in the best interest of the client. 2. Brokerage for Client Referrals TURN8 receives no referrals from a custodian/broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker-Dealer/Custodian to Use TURN8 will allow clients to direct brokerage; however, TURN8 may recommend custodians. TURN8 may be unable to achieve most favorable execution of client transactions if clients choose to direct brokerage. This may cost clients money because without the ability to direct brokerage, TURN8 may not be able to aggregate orders to reduce transactions costs, resulting in higher brokerage commissions and less favorable prices. Not all investment advisors allow their clients to direct brokerage. 15  B. Aggregating (Block) Trading for Multiple Client Accounts When possible, TURN8 will effect advisory transactions on behalf of clients as part of block transaction. When purchasing or selling a common security for both clients in Canada and in the U.S., TURN8 will, whenever possible, execute transactions on behalf of both clients at approximately the same time. If it is not possible to effect trades for Canadian and U.S. clients at approximately the same time, TURN8 will generally select accounts using a computer-based randomizer to determine the order in which accounts’ orders are placed. Block trading may benefit a large group of clients by providing TURN8 the ability to purchase larger blocks resulting in smaller transaction costs to the client. Declining to block trade can cause more expensive trades for clients. Item 13: Reviews of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews Client accounts are reviewed at least quarterly by Craig Stuart McFadzean, Chief Investment Officer. Craig Stuart McFadzean is the chief advisor and is instructed to review clients’ accounts with regard to clients’ respective investment policies and risk tolerance levels. All accounts at TURN8 are assigned to these reviewers. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client will receive at least quarterly from the custodian, a written report that details the client’s account including assets held and asset value. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) TURN8 does not receive any economic benefit, directly or indirectly from any third party for advice rendered to TURN8 clients. 16  B. Compensation to Non – Advisory Personnel for Client Referrals TURN8 may compensate third-parties for referring clients to the firm. In such cases, TURN8 will maintain a written agreement with these persons and ensure that all referral activities are conducted in accordance with the Advisers Act, where applicable. Typically, the person making the referral will be paid a portion of the advisory fees charged by TURN8 for referring clients. At no time will the referral arrangement result in any additional charge to the client. Item 15: Custody TURN8, with client written authority, has limited custody of client’s assets through direct fee deduction of TURN8’s fees only. If the client chooses to be billed directly by the custodian, TURN8 would have constructive custody over that account and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Item 16: Investment Discretion TURN8 will have investment discretion and the client has given TURN8 written discretionary authority over the client’s accounts with respect to securities to be bought or sold and the amount of securities to be bought or sold. Details of this relationship are fully disclosed to the client before any advisory relationship has commenced. The client provides TURN8 discretionary authority via a discretionary investment management clause in the Investment Advisory Contract and/or a limited power of attorney clause in the contract between the client and the custodian. Item 17: Voting Client Securities (Proxy Voting) TURN8 acknowledges its fiduciary obligation to vote proxies on behalf of those clients that have delegated to it, or for which it is deemed to have, proxy voting authority. TURN8 will vote proxies on behalf of clients solely in their best interest and has established general guidelines for voting proxies. TURN8 may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that a client’s interests are better served by abstaining. Further, since proxy proposals and individual company facts and circumstances may vary, TURN8 may vote in a manner that is contrary to the general guidelines if it believes that doing so would be in a client’s best interest to do so. Conflicts of interest may arise in the proxy decision-making process. We are committed to resolving all conflicts in our clients’ best interests and will generally address conflicts on a case-by-case basis in accordance with our proxy voting policies and procedures. The steps taken to address the issue will be documented in writing. Possible resolutions of such conflicts may include voting in accordance with the guidance of an independent consultant or outside counsel. Clients may obtain a complete copy of the proxy voting policies and procedures by contacting TURN8 in writing and requesting such information. Each client may also request, by contacting TURN8 in writing, 17  information concerning the manner in which proxy votes have been cast with respect to portfolio securities held by the relevant client during the prior annual period. Item 18: Financial Information A. Balance Sheet TURN8 does not require nor solicit prepayment of more than $1,200 in fees per client, six months or more in advance and therefore does not need to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither TURN8 nor its management have any financial conditions that are likely to reasonably impair our ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years TURN8 has not been the subject of a bankruptcy petition in the last ten years. 18