Bob Rusko got an eerie feeling when he first stepped into the office of Portus Alternative Asset Management Inc.
It was midnight on Friday, March 4, and Rusko's team had been trying to get into the company's two offices in downtown Toronto all evening. Portus had been put into receivership by an Ontario court that afternoon and Rusko, a senior vice-president at KPMG Inc., was named receiver.
Things had gotten off to a bad start. The landlord at the company's main office wouldn't let Rusko's people in. Another team had gone over to Portus's other office, located a few blocks away on the 69th floor of First Canadian Place. This time no one stopped them.
Rusko joined them. When he opened the door, he couldn't believe his eyes. The place had been stripped bare. There were no phones, no computers, no paper. Even the paintings had been ripped from the walls, leaving small gouge marks where the nails had been. Just about the only thing left behind was an empty tequila bottle.
Rusko and his team got into the main Portus office at BCE Place the next afternoon. It looked normal, save for a large garbage bin stuffed with paper. They began searching for records, files, phone lists, office plans--anything that would help them get started. But the information was incomplete and former company executives wouldn't talk, Rusko recalls. Then they found out that thousands of computer files had been deleted, all the backup tapes were missing and someone had quietly tried to get into the office just before they arrived.
One of the principals in Portus would later maintain that the company's financial records had been turned over to regulators, and that he hadn't destroyed any documents. But in 28 years of insolvency work, Rusko had never experienced anything like this. "This is not what we expect," he recalled. "This is unbelievable."
The subject of Rusko's astonishment had been, until a few weeks before the midnight visit, one of the fastest-growing hedge fund companies in Canada. In just two years, it amassed more than $830 million in assets and attracted more than 26,000 clients from across Canada and as far away as Hong Kong and Bermuda. Today the company is insolvent, lawsuits are flying and the RCMP has been called in. Court documents suggest investors might recover 62% of their money, although Rusko is hopeful the amount will be higher.
The Portus debacle has shaken Canada's fast-growing hedge fund industry. For years, hedge funds were considered the purview of the super rich, secret pools of money exempt from most regulatory oversight. Hedge managers were famous for demanding $1-million minimum investments and employing complicated strategies that allowed clients to make money no matter which way stock markets moved.
Portus, however, was part of a new strain of hedge funds that were marketed to average investors. They offered products that guaranteed investors' principal investment and cost as little as $2,000. The sales pitch was an easy one to make: Stock markets are volatile; mutual funds are ridden with scandal; but these hedge funds will deliver safe, stable returns.
Business boomed. The Canadian hedge fund industry has grown from $2.5 billion in 1999 to more than $14 billion in 2004. Dozens of alternative investment firms have popped up across the country. At the time it was shut down, Portus was on track to top $1 billion in assets and was contemplating branching out into mutual funds. Pretty impressive for a couple years' work by two young men with no hedge fund experience.
Boaz Manor and Michael Mendelson met in 1998 at a job fair in Toronto. Both were young entrepreneurs, eager to strike out on their own.
Manor, then 25, had graduated from the University of Toronto two years earlier. He'd dabbled in a series of ventures, including consulting, co-writing a self-published book--The Frustrated Parents Guide to Stress Free Parenting: Brilliant Parenting Secrets Revealed by Two Insiders--and working for his father, Daniel.
The elder Manor had moved to Toronto from Israel in 1988 after a 30-year career developing sensor systems, some of them for the Israeli military. Once in Canada, the Princeton-trained engineer designed a radar system to track highway traffic. In 1989, he founded Electronic Integrated Systems Inc. and began selling his patented tracking system worldwide.
Mendelson is seven years older than Boaz Manor. He studied finance at the University of Texas and already had a couple of start-ups under his belt by the time he met Manor. Those ventures included Equitrade Capital Corp., described as a "finance and development company specializing in infrastructure development technology for Latin America," and Altus Capital, which worked in "equity financing, corporate restructuring, and strategic management consulting for small and medium size companies," according to company records.
Manor and Mendelson immediately hit it off. They had the same business interests, the same kind of personality: Both are friendly, with a quick smile, warm handshake and cool demeanour. Even people they've fired still regard them as nice guys who work harder than anyone else they've ever seen.
Their first venture together was KBL Capital Partners Inc. Backed by Toronto's Pinetree Capital Corp., KBL jumped into the high-tech frenzy of the late 1990s and made a handful of small investments. Their partner in a couple of deals was VC Advantage, a fund run by Mark Valentine, a rising Bay Street star. (Valentine would later gain infamy for getting busted in a massive FBI-RCMP operation, dubbed Bermuda Short, that was unrelated to Portus. Valentine pleaded guilty to one count of securities fraud in the United States. Last year he was penalized by Canadian securities regulators.)
KBL didn't last long. Even people at Pinetree have a hard time remembering much about Manor and Mendelson. When the tech bubble burst in 2000, KBL faded away.
Unfazed, the pair created a new business, Southview Capital Corp. They got some help from Manor's sister-in-law, who invested more than $900,000 through a Hong Kong company, Bringwood Investments.
The duo wasted little time getting Southview established. Its website boasted that the partners' dedication was "unsurpassed in the venture capital community" and that the firm could offer clients a host of services, including public relations, team-building, marketing and management. Within 18 months of its creation, Southview claimed to have executed "over $100 million in transactions." No specific deals were mentioned. The site also sang the praises of Manor, who had "strong experience in high-tech marketing and financial analysis." Manor was said to have "graduated Magna cum Laude in Electrical Engineering from the University of Toronto." That was a bit of fudging. Manor's degree is a bachelor of applied science and engineering. He graduated with honours, but U of T has not used the "magna cum laude" designation in years.
Not long after creating Southview, Manor became interested in the hedge fund business. He found his way to New York and spent a few weeks with hedge fund guru James Park, the head of investments at Paradigm Global Advisors LLC. Paradigm has about $1.5 billion (U.S.) in assets and specializes in a variety of "alternative" investments, including principal protected notes.
Those notes were becoming a popular way to open up hedge funds to average investors. An investor puts as little as $2,000 into an account managed by the hedge fund company. In return, he or she receives a note backed by a bank or government agency that guarantees repayment of the $2,000 when the note matures, usually in eight to 11 years. The fund manager takes a portion of the $2,000 and invests it in a group of hedge funds. When the note matures, the investor gets back the $2,000 plus a portion of whatever the manager made on the hedge funds.
In early 2003, Manor and Mendelson were ready to start their own hedge company. But first they had to develop some credibility in the industry. They made an arrangement to have Park consult for them and then borrowed from his company's name, dubbing their venture Paradigm Asset Management. (The Portus moniker would come later.)
The relationship with Park became a key selling point for Manor and Mendelson. Park was listed on company documents as "lead portfolio manager" and "chairman of the investment committee." Advisers working for Portus were later told that Park would visit Canada to speak to them, but this never happened.
Next, the partners positioned Manor as the public face of Paradigm. His picture dominated the company's website, which also offered a new version of his credentials. He was now a mathematician who "specializes in portfolio construction," having graduated "magna cum laude in high algebra & computer modelling from the University of Toronto."
Prospective investors could also view an on-line video in which Manor outlined Paradigm's investment philosophy and the virtues of alternative investing. "Our commitment is simple and enduring," he says on the video. "To protect our investors' life savings."
Before launching their first fund, Manor and Mendelson made a key decision about how to market Paradigm's products. Most hedge fund companies sell principal protected notes directly through a network of mutual fund dealers, brokers or financial advisers. And most funds are listed on the mutual fund industry's electronic trading system, FundSERV.
Manor and Mendelson charted their own course. They opted to stay out of FundSERV. And they decided to rely on a referral system to market their funds. That meant mutual fund dealers, brokers and advisers wouldn't sell Paradigm products directly, but would refer clients to the company in return for a fee, typically 5% of the money invested. Paradigm was supposed to do the actual selling and perform the required suitability review, ensuring that the investment was appropriate for clients and that they understood what they were doing.
Referrals are a murky subject in the world of securities regulations. Dealers and advisers are supposed to perform some "know your client" review before referring someone to a hedge fund. But just how far advisers have to go isn't clear. Throw in the attraction of juicy fees for referrals, and the issue gets even more complicated.
"If a firm becomes more involved in actually promoting a product, that's probably no longer a referral arrangement," says Doug Brown, enforcement director of the Manitoba Securities Commission. But he acknowledges the rules aren't clear. "That's the whole issue. Where's the line?"
The referral system quickly gave Paradigm a vast network of people pushing its funds. Mutual fund dealers and insurance agents became an instant sales team, all referring clients to Paradigm in return for 5% of whatever was invested, plus additional "trailing" fees. The fees were comparable to those of mutual funds and other hedge funds, but there was no regulatory burden on advisers to do the due-diligence work with the client. That made Paradigm's referral system much easier money.
To get backing for their first fund, Manor and Mendelson struck an agreement with the Canadian arm of the French bank Société Générale, which is a major player in the protected-note industry. The bank agreed to provide the company with a protected note in return for a fee. That's pretty standard in the hedge world. Also standard: Fund companies give their clients a document clearly stating who's backing their notes.
Not Paradigm. The company didn't provide clients with documentation from Société Générale or even mention the bank in its "offering memorandum." The reason? The company said in internal documents that skipping these steps would save money and free up Paradigm to negotiate arrangements with other banks.
But there was more to it. Paradigm's overall investment structure was a thing of mind-boggling complexity. The company collected money from clients and put it into managed accounts. The money was then invested through two companies in the Cayman Islands, a Caribbean jurisdiction famous for its relaxed regulations. From there, the money appears to have ended up in one of several trusts. The trusts acquired principal protected notes from Société Générale. The notes were tied to a group of hedge funds managed by a subsidiary of the bank called Lyxor. When the notes matured, Société Générale was obliged to repay the principal of the note plus a certain percentage of the return on the Lyxor funds.
The upshot was that the principal protection offered by the bank may have been to Paradigm's trusts and not to Paradigm clients. It wasn't clear exactly who controlled the trusts and how money from the notes would ever flow back to the clients. In any case, the principal protection promise that Paradigm gave clients had no substance.
By early 2003, Manor and Mendelson had hired a small staff and opened an office for Paradigm in one of Toronto's most prestigious office towers: BCE Place, home to such titans of corporate Canada as Onex and Brascan.
Manor became a registered portfolio manager with the Ontario Securities Commission, and Paradigm was ready to start its first fund. The Market Neutral Preservation Fund Series 1 was launched on Feb. 14, 2003, offering a nine-year, eight-month principal protected note. In less than three months, it raised $20 million.
Flush with the success of their first effort, Manor and Mendelson created more and more funds, nearly all with the principal protected-note feature. Some had a five-year maturity, almost half the industry standard, making them even more appealing to average investors.
Paradigm quickly gained a reputation as a fund company on the move. The company recruited some well-known industry players, including Jane Rogers from Manulife Financial Corp. A later arrival was Nick Mancini, a former president and chief executive officer of Assante Canada.
In August, 2003, Paradigm arranged a referral deal with Manulife Securities International Ltd., which quickly approved Paradigm's products for its 850 independent agents. In return, Manulife Securities' advisers received a 5% referral fee and the company got a syndication fee of 0.5%.
Although a subsidiary of insurance giant Manulife Financial, Manulife Securities is a relatively small firm, so the deal with Paradigm was seen as a boost for it as well. (In the wake of the Portus shutdown, Manulife has said that its subsidiary did all due diligence on Paradigm. In a letter to affected clients, Manulife CEO Dominic D'Alessandro said that "the fundamental attributes of Portus products and investment structures were not as represented by Portus.")
Other name firms also signed up: Winnipeg-based Wellington West Financial Services Inc., a big player in Western Canada, and Berkshire Group of Companies, a Burlington, Ont.-based investment firm that is a sister company to AIC Ltd. in Michael Lee-Chin's empire.
Selling financial products to the masses is easier with the endorsement of books, videos and seminars, even if these are produced by the company selling the products. Paradigm attended to this part of its business assiduously. In 2004, it bought the rights to A Practical Guide to Hedge Funds by Canadian financial adviser Renata Neufeld. The book was one of three by Neufeld, the self-described "hedge fund" lady, and it had gotten some good reviews in the financial press. Manor hired a ghost writer to rework it and then published it under his name. The book was also adapted into a one-hour compact disc.
Paradigm also enlisted Duff Young, a well-known mutual fund analyst and columnist. Paradigm paid him $15,000 a month to speak to advisers and to license his financial planning software for advisers' use.
Young said he made it clear during each seminar that he was being paid by Paradigm and other fund companies. "At the beginning and end of every single seminar I said I am not the guy you remember me as [from his Globe and Mail column]. I take money from fund companies now," he said in an interview.
To buck up their own sales staff, Manor and Mendelson also held "boot camps" and gave each agent a 28-page manual with tips on what to promote (the ties to Park) and what to play down (the question of how the notes were backed). The bottom line to the sales pitch: Paradigm had a simple, easy-to-understand product that offered average investors something they couldn't get anywhere else.
"It was an easy product for a lot of people to sell," says Mark Kent, president of Calgary-based Portfolio Strategies Corp., a mutual fund dealer that has 340 advisers. Kent looked into Paradigm in the fall of 2003 and was impressed by the young company's connections and offerings.
"For a client, [the five-year maturity] is a little different. Taking a chance for five years is a lot easier than 11," Kent says. "When we looked at who [the managers] were, we'd heard some of the names."
By early 2004, Paradigm's staff had grown so large, topping 100, that the company had to open a new office in First Canadian Place. Financial advisers and fund dealers couldn't sell enough of the fund. "For our firm, there was a cap of five or 10% of [a client's] investible assets that could go in alternative investments like Portus," said Kent. That way, clients' risk would be mitigated. "Some agents, I understand from other firms, would put in 40, 50, 60% and in some cases even 100%."
Behind the glowing picture of growth, trouble was brewing. In the spring of 2004, Paradigm suddenly dropped its connection to Park and changed its name to Portus, Latin for "harbour" or "haven." Park declined to comment for this story on what happened, but in July, 2004, he told the Dow Jones news service that his company had a consulting relationship with Paradigm but did not, contrary to popular impression, manage its funds. "Given the nature of the consulting agreement, we were uncomfortable with the fact that they were calling their franchise Paradigm Asset Management, and we requested and they moved on to change the name," Park said.
Just as Park was pulling out, so was Young. He said the company was headed for "certain scandal" in an e-mail to Manor and Mendelson that was later entered into court. "In my opinion, you have maybe a dozen major--fatal--business risks," Young wrote. One of his big concerns was the company's fee structure. The levies included a management fee of around 2% of the fund's net asset value, performance fees, trust fees and fees for the managers of the underlying hedge funds. The variety of charges wasn't unusual, but the upshot was. Young calculated that Portus had to deliver an annual return of more than 13% just to cover all the fees.
"I do a lot of expert testimony and I know what I'd call an extra secret layer of fees: I'd call it stealing," Young wrote in the e-mail.
He also said the company hadn't fully outlined the cost of the Société Générale guarantee to its clients and added: "I'd bet the discrepancies would be fascinating in a complaint to regulators." The e-mail did not sway its recipients. Young says he raised with the OSC the latitudes Portus was taking, and wasn't more ardent only because he knew Portus was litigious.
While the company was losing the Park and Young stamps of approval, some others in the industry were also growing wary of Portus.
In early 2004, Mark Kent of Portfolio Strategies was becoming uncomfortable with the lack of clarity about Société Générale's role. He could never seem to get a straight explanation. He was also worried that Portus was not doing the know-your-client work on people who had been referred by his company. The last straw came when two commission cheques bounced. Kent dropped Portus. "The whole structure was just too sloppy," he says.
In December, Manor flew out to meet Kent and urged him to re-sign with Portus. "He was very personable," Kent recalled. "He's a good speaker. He's very convincing. He just said that they were relatively new to this and they had made some mistakes, but they had cleaned a lot of things up. He asked us to consider giving them another chance." Kent declined.
Another place where Portus's practices were questioned in early 2004 was at a compliance forum in British Columbia involving regulators and representatives from the mutual fund industry. "There were concerns about the product, the format of the product," said Terry Ford, national compliance officer for Regina-based Partners In Planning Financial Services Ltd., whose staff attended the forum. The issues were serious enough for Ford to instruct his company to stop referring clients to Portus. Officials at the B.C. Securities Commission say not enough was known about Portus at the time for them to take action.
Manor and Mendelson, meanwhile, showed no sign of slowing down. They pushed their staff to reach a goal of $1 billion in assets by the end of the year. When people at a couple of competitors--Blumont Capital Corp. and Pescara Partners Inc.--talked about potential problems with Portus funds, Portus filed lawsuits. The suits were dropped, but another action involving Davee Gunn, an executive at Abria Financial Group, is still before the courts. The action seeks $5 million from Gunn personally.
To expand their referral network, Manor and Mendelson created the "Portus Academy," where financial advisers were instructed on the merits of alternative investing in general and with Portus in particular. A team of salespeople criss-crossed the country holding as many as eight seminars a week.
Manor and Mendelson also broadened the company's reach beyond Canada. They opened a subsidiary in the British Virgin Islands, a tax haven, and set up a special Asian sales team in Toronto, which attracted clients from Hong Kong and Taiwan.
They also began using a noted offshore trading firm, LOM (Holdings) Ltd. Based in Bermuda, LOM was founded by Donald Lines and his Montreal-born sons, Brian and Scott. The firm is well known among regulators for trading large amounts of stock on behalf of clients from around the world. According to the B.C. Securities Commission, LOM traded more than 800 million shares in Canada last year, with a total market value of $1.2 billion. The brokerage is currently under investigation by the Securities and Exchange Commission over its alleged role in a series of possible stock manipulations that are unrelated to Portus. In court filings, the SEC has alleged LOM provides a "cloak of secrecy" to its clients. It described LOM's trading activity as "staggering." The SEC alleged that in one two-week period in 2003, the firm traded 151 million shares in a variety of companies through one account.
LOM officials declined comment on Portus, saying they don't discuss individual clients. As for the SEC investigation, the firm has denied any wrongdoing and said it operates in the same way as any other offshore brokerage.
As Portus's investments became more international, they also became more complex. The company had more than 100 bank accounts, 16 trusts and connections to several offshore regulatory havens including--in addition to the Cayman Islands--Jersey, Panama and Costa Rica.
Money was flowing all over--$238 million from Canada going offshore--and some was landing in Southview Capital and other companies controlled by Manor and Mendelson. They also collected millions of dollars in fees--$6.5 million was paid by Portus to Southview Asset Management.
In the summer of 2004, Portus's problems went beyond a couple of disgruntled industry players. In July, regulators from the Nova Scotia Securities Commission began calling the company, seeking information about its products. They'd stumbled across Portus during an investigation into a couple of Halifax mutual fund dealers who had referred clients to Portus without proper authorization from their mutual fund company.
Now Portus's chief financial officer, Stephen Ellis, was being summoned to Halifax to answer some tough questions about what his company was selling.
By the end of the summer, Manor and Mendelson pulled back and reorganized Portus. They cut about 30 jobs, almost one-quarter of the staff, including Ellis. In an internal e-mail, Mendelson said the changes were needed to streamline the company, and he urged everyone to stick together. "Success is only possible when we work together as a team," he wrote.
By December, the Nova Scotia Securities Commission had found enough serious issues to alert the Ontario Securities Commission. In late January, the OSC arrived at Portus's office to interview company officials. A few weeks later, it barred the company from taking in more funds, citing violations of record-keeping rules and concerns about the structure of the notes.
Portus put a brave face on the OSC's move and insisted that all client money was safe. But within days of the OSC action, the company suspended all redemptions, saying it was the best way to preserve the assets. "The only way investors face any loss of their principal is by withdrawing funds from their investment account prior to the maturity date of the bank note," Manor said in a letter to investors. He also expressed confidence that all the regulatory issues would be resolved.
But on Feb. 17, Manor and Mendelson sent an e-mail to staff, notifying them that the company was shutting down. About 60 employees were let go. As they filed out, clutching boxes of personal items, the staff were told not to speak to anyone. They'd also been assured the layoffs were temporary and that everyone would be back at work within a few weeks.
While the company was shutting down, the OSC was trying to figure out where Portus had invested its clients' money. Some of the money had gone offshore. OSC enforcement director Mike Watson began tracing it through the Caribbean and a mysterious French company called Premiers Dérivés Paris. He was getting little co-operation from Manor and Mendelson.
On March 4, the OSC decided more drastic action was needed to protect investors. The commission asked an Ontario court to put Portus into receivership and appoint the accounting firm KPMG as receiver. "They are not in any way effectively responding to investors' concerns or questions," Kelley McKinnon, manager of litigation at the OSC, said at the time. "They've just stopped making an effort."
Rusko's team discovered the one office denuded, and the headquarters effectively in the same state. (Rusko learned later that the First Canadian Place offices he'd found empty had been vacated months earlier.) They immediately began sifting through what documents they could find to piece together the investment structure. It wasn't easy. Few financial records could be found, and the co-founders weren't helpful. "We're calling their homes, their contact points," he said. "No one is getting back to us."
One of Rusko's colleagues in the operation was Robert Castonguay, a former RCMP officer. He secured the company's computer system and later began downloading. As he recounted in an affidavit filed in Ontario court, he quickly found that most of the spreadsheet and database files had been deleted. He checked a laptop in Manor's office and found more than 3,300 files had been wiped out. Hard drives in several other company computers had also been reformatted.
And there was more, KPMG recounted in a receiver's report. Just before the OSC ordered Portus to stop taking deposits, about $3 million had been wired to an account that the directors and officers of an entity called Portus Trust were beneficiaries of. Another transfer of $900,000 had gone to Manor's sister-in-law. Bank accounts of Southview Asset Management were empty and company records were in disarray: Some key contracts and agreements were not even signed.
Rusko had little success reaching former employees. Those he did manage to talk to knew little about the overall operation and sometimes offered conflicting information. Some said the offshore money had been returned to Canada, but others said only Manor knew the investment structure.
On March 15, Rusko received a "bombshell." Portus's former lawyers, McMillan Binch LLP, sent him an e-mail outlining the status of more than a dozen trusts Portus had used as part of its investment strategy. Nearly all of the trusts lacked proper documentation, the law firm said, which meant their legal status was questionable. The e-mail made Rusko anxious. If the trusts weren't properly set up by Portus, where would that leave investors?
There was no question that Société Générale had issued Portus more than a dozen protected notes, with maturity dates running to the end of 2011. Rusko had already found them at the brokerage arm of Royal Bank of Canada. However, the notes, which were purchased for $529 million, had been issued to several Portus entities, including the wobbly trusts. And money from Portus had flowed through two Cayman Island companies, including Premiers Dérivés, whose ownership was not certain.
"We have no reason to believe [the notes] are not valid," Rusko said. Société Générale "will pay them to an entity. We don't know who owns that entity."
As KPMG continued its investigation, Mendelson made an unsuccessful move to win back control of a related, similarly named, business, Portus Asset Management. In an affidavit, he denied destroying any documents and said Portus's financial records had been turned over to the OSC. Mendelson also said he had co-operated with the regulators and the receiver.
While Mendelson talked to KPMG, Manor didn't. In late March, an Ontario judge ordered him to submit to an interview with Rusko. A few days later, Manor moved to Israel. Lawyers for KPMG told the court they were "surprised and disturbed" by his departure. A few weeks later, an Israeli law firm sent KPMG a letter saying Manor would agree to an interview, in Israel. (He offered to cover the receiver's airfare and accommodation.)
Rusko says he can't understand Manor's departure and has yet to figure out why Portus was moving so much money around. "We're much further ahead, but we have not had a business explanation for what was done and we've got flows of funds offshore which we don't understand."
Investors have gotten some good news. Manulife is covering all principal investments made by clients of its brokerage arm who were referred to Portus. "We're not in business to screw our clients," said Dominic D'Alessandro, Manulife's CEO. The move could cost the insurance giant $235 million, although D'Alessandro is confident his company will recover most of that through the Portus receivership. No other company has matched Manulife's offer, and some are worried about the precedent it sets. Michael Lee-Chin's Berkshire Group has had nothing to say publicly, but it told clients in an e-mail that it has "been working towards developing an industry initiative to address the Portus situation." The company did not provide details of the initiative.
While Manulife's offer helps some Portus clients, the majority can only hope and wait. Some in both camps have sunk a large part of their retirement savings into Portus. Manuel Soler, 61, invested $100,000 last summer after months of badgering by his Manulife financial adviser.
"My financial adviser insisted that it was wise to put a large portion of my RRSP into these types of funds because they were secure, they were not subject to the uncertainty of the other funds in the market," recalled Soler. "I trusted him totally."
Soler said he had no idea he was putting about a third of his savings into hedge funds and only found out after Portus was shut down. He remembered calling his adviser to give him hell. "Well, Manuel, I'm sorry about this happening," the adviser responded. "But I am in the same boat because I also invested in Portus."
© 2007 The Globe and Mail. All rights reserved.
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