Desjardins Private Wealth Management

Desjardins Wealth Management, Desjardins Wealth Management Private Wealth Management and Desjardins Private Wealth Management are trade names used by Desjardins Securities Inc.

Desjardins Securities Inc. is a member of Canada's New Self-Regulatory Organization (New SRO) and the Canadian Investor Protection Fund (CIPF).

Desjardins Securities Inc. is the brokerage firm of Desjardins Group. Desjardins Securities scrupulously complies with the regulations governing its activities. The primary objectives of these regulations are to protect clients and preserve financial market integrity.

The Relationship Disclosure Document and Agreements (PDF, 3.94 MB) includes the following:

• Terms of the relationship between Desjardins Securities and its client
• Description of products and services
• Description of the account activity documents the client will receive
• Protection of personal information
• Handling of complaints
• General Account Agreement and specific agreements
• Statement of Principles on Conflicts of Interest
• Notice: Information on multiple marketplaces
• Notice: strip bonds and strip bond packages
• Notice: futures and options trading

Introduction

Desjardins Securities Inc. ("we," "our," "us," or "Desjardins Securities") is an indirectly wholly owned subsidiary of the Fédération des caisses Desjardins du Québec (the "Fédération").

Desjardins Securities is an investment dealer registered in all provinces and territories of Canada.

Desjardins Securities carries out its full-service securities brokerage activities under the trade names "Desjardins Wealth Management" and "Desjardins Wealth Management Private Wealth Management", depending on the network, and its online brokerage activities under the trade name "Desjardins Online Brokerage". Desjardins Securities' institutional brokerage activities are carried out under the trade name "Desjardins Capital Markets".

It is important to Desjardins Securities that its clients be informed of existing or potential material conflicts of interest that could arise in the course of its activities, including how these material conflicts of interest are addressed in the best interest of clients.

A conflict of interest arises when the interests of different persons, e.g., a client and Desjardins Securities or one of its representatives (directors, officers, partners, employees, agents) are incompatible or divergent.

Desjardins Securities takes reasonable measures to identify any material conflicts of interest that exist or that it can reasonably expect to arise. It assesses the level of risk associated with each conflict and avoids any situation that involves a serious conflict of interest, presents too great a risk for its clients or may materially compromise market integrity. In any other material conflict of interest situation, Desjardins Securities ensures that appropriate measures are put in place to effectively control the conflict.

Generally, a conflict of interest is material if the conflict may be reasonably expected to influence either your decisions as a client in the circumstances or Desjardins Securities' or its representatives' decisions in the circumstances.

Desjardins Securities, through this Statement of Principles on Conflicts of Interest (the "Statement of Principles"), informs you of the nature and scope of conflicts of interest that may have an impact on the services it offers you.

Conflict of interest situations

The main situations in which Desjardins Securities could be in a material conflict of interest, and the way in which Desjardins Securities intends to address such conflicts, are described below.

We will inform you in a timely manner should any additional material conflicts of interest be identified after account opening.

1. Related and Connected Issuers

As part of its business activities, Desjardins Securities may buy or sell securities of related and connected issuers on behalf of its clients, exercise its discretion to buy or sell such securities pursuant to discretionary management agreements, or make recommendations in respect of such securities.

Desjardins Securities may also, as part of its business activities, be called upon to act as an underwriter or a member of a selling group for the sale of the securities of such issuers. Its other divisions may at the same time recommend such securities.

We usually manage these conflicts of interest as follows:

• When we exercise discretionary authority to purchase or sell securities of a related or connected issuer with regard to your account, disclosure will be made before we exercise our discretion, either through the delivery of this Statement of Principles or its posting on our website, disclosure in the account agreement governing your account or otherwise.
• When we buy or sell securities of a related or connected issuer on your account, we will disclose our relationship to the issuer in the trade confirmation and account statement.
• When we participate as an underwriter or a member of a selling group of securities of a related or connected issuer, we will disclose our relationship to the issuer in the prospectus or other document being used to qualify these securities.

For a description of a related and/or connected issuer and/or to view a current list of our related and connected issuers, see section Related and connected issuers disclosure below.

2. Proprietary Products

As part of its business activities, Desjardins Securities may buy or sell, on behalf of its clients, products made by our affiliates ("proprietary products"), exercise its discretion to buy or sell such products pursuant to discretionary management agreements, or make recommendations in respect of such products.

These proprietary products include, but are not limited to, DIM Private Funds, other investment funds and exchange traded funds, guaranteed investment certificates, principal-protected notes and high-interest savings accounts offered by our affiliates.

Offering proprietary products generally gives rise to a conflict of interest that could affect the independence of a firm or of its representatives when assessing the suitability or quality of exclusive products.

We usually manage such conflict of interest as follows:

• We implement a process to review and learn about the products that takes into account various factors in assessing whether proprietary products should be included in Desjardins Securities' product offering to clients.
• We continuously monitor products, that includes the performance and suitability of securities with regard to a client's investment profile and objectives.
• We frequently review comparable non-proprietary products offered on the market.
• We disclose related and connected issuer relationships to clients. See also section 1 Related and Connected Issuers above.

3. Relations between Desjardins Securities and other Desjardins Group Entities

As part of its commercial activities, Desjardins Securities may enter into service agreements with affiliated partners who are members of the same financial group, Desjardins Group. These include the asset management service agreements that Desjardins Securities may enter into, as part of its discretionary management mandates and service offers, with Desjardins Global Asset Management Inc., Desjardins Capital Management Inc., Fiera Capital Corporation, or other affiliated portfolio managers. Desjardins Securities will do so, in accordance with applicable regulations and its obligations toward its clients, by implementing a portfolio manager selection process and monitoring portfolio manager performance.

Shared Premises with Desjardins Group Entities

Desjardins Securities is a separate entity from the Fédération, the Caisse Desjardins Ontario Credit Union Inc., as well as their member caisses. In some cases, the premises of these entities are located at the same address and in the same offices. Desjardins Securities representatives perform their duties solely on behalf of Desjardins Securities. In addition, unless Desjardins Securities informs the client otherwise, the securities bought through Desjardins Securities have the following features:

1. They are not guaranteed by a government deposit insurer
2. They are not guaranteed by the caisses
3. Their value may fluctuate

4. Relationship with Other Issuers

As part of its business activities, Desjardins Securities may act in various capacities, often simultaneously, with respect to an issuer.

Desjardins Securities may, for a fee, act as a corporate financing advisor, an underwriter, or a member of a selling group with respect to issuers.

Desjardins Securities may express opinions or issue research reports with recommendations on issuers.

Desjardins Securities may buy or sell securities of an issuer on behalf of its clients, exercise its discretion to buy or sell such securities pursuant to discretionary management agreements, or make recommendations in respect of such securities. Such securities may on occasion be owned or traded by Desjardins Securities and its representatives.

Desjardins Securities may act as a market maker.

These different, and often simultaneous, roles of Desjardins Securities could have an impact on its independence regarding these issuers. Desjardins Securities has therefore put in place the following measures to effectively control the existing or potential conflicts of interest that may arise in the course of its commercial activities:

• The relationships between the different divisions of Desjardins Securities are subject to specific and effective policies and procedures, which are based on the regulations in force and prevent our retail advisory employees from having access to any non-public information that may be available to our corporate finance businesses.
• The offering documents provide full disclosure of all relationships we may have with the issuer.
• We notify you and obtain your consent before exercising our discretion with regard to your account to invest in new or secondary issues underwritten by Desjardins Securities.
• The activities of the research division of Desjardins Securities, which expresses opinions and issues research reports with recommendations on issuers, are subject to policies on disclosure of potential conflicts of interest.

5. Compensation and Incentives

Direct compensation is paid by you to Desjardins Securities and its advisors and consists of management fees as well as commissions and account-related fees.

When Desjardins Securities acts as principal in a trade involving debt securities, it may receive an income resulting from the spread between the buying and selling rates.

In any transaction requiring currency conversion, Desjardins Securities may earn income from the conversion.

For more information on Desjardins Securities forms of compensation, please see the section Our Discretionary Management Service Offering for Desjardins Private Wealth Management in this document.

Desjardins Securities representatives may also receive incentives (monetary or otherwise) for the achievement of individual or business unit objectives, with regards to business development and/or income generated.

In general, compensation and incentives may have the effect of encouraging a firm or its representatives to recommend a product or service that provides them with higher compensation.

We usually manage these conflicts of interest as follows:

• For managed accounts, we disclose the fee rates to you in the account opening documents.
• We have implemented a comprehensive supervision program that is reasonably designed to detect, among other things, conflicts of interests between our representatives and clients with regards to trading activities and inappropriate trading.
• You will also receive, for the period ending December 31 of each year, a report on the fees and other forms of compensation paid to Desjardins Securities for the services and advice you benefited during the year.

6. Referral Arrangements

As part of its activities, Desjardins Securities may enter into referral arrangements with business partners, including with the business partners members of the same financial group, Desjardins Group.

The terms of our referral arrangement will be set out in writing and provided to you prior to the account opening, either through the delivery of this Statement of Principles or otherwise.

Such disclosures will allow you to make an informed decision with respect to the referral, if applicable, and assess any potential conflicts of interest.

We undertake periodic reviews of our referral arrangements in order to ensure that the referral fees received or given do not encourage practices incompatible with our obligations toward our clients.

For further details on the Desjardins Securities referral arrangements, please see section Referral Arrangements Disclosure below.

7. Conflicts Related to the Personal Interests of Desjardins Securities Representatives

Desjardins Securities representatives may find themselves in situations where their personal interests conflict with those of one or several clients of Desjardins Securities. This could occur in the following situations in particular:

• Desjardins Securities representatives may be offered or receive a gift or entertainment that could compromise or give the impression of compromising their independence.
• Desjardins Securities representatives could put themselves in a conflict-of-interest situation by carrying out personal financial dealings with clients or by exercising control over clients' financial affairs outside of their work at Desjardins Securities.
• Desjardins Securities representatives could put themselves in a conflict-of-interest situation by participating in an outside activity that could interfere with or enter into conflict with their duties.
• Desjardins Securities representatives could also put themselves in a situation of conflict of interest by carrying out transactions in their personal account using confidential information, about Desjardins Securities or their clients, acquired in the performance of their duties.

Under Desjardins Securities' Code of Professional Conduct and Compliance Handbook, the interests of clients take precedence over those of Desjardins Securities and its representatives as a matter of basic principle.

Desjardins Securities' Code of Professional Conduct and Compliance Handbook set forth standards that guide the conduct of its representatives. These standards prohibit them from:

• Using personal or privileged information acquired in the course of or in connection with their duties, or exploiting a situation for the purpose of obtaining an advantage of any kind
• Accepting or giving gifts, entertainment and compensation that could influence decisions to be made in the course of performing their duties
• Accepting any other form of compensation than that paid by the firm without prior approval of Desjardins Securities
• Engaging in outside activities that could interfere or conflict with their duties at Desjardins Securities
• Entering into financial transactions on a personal basis with clients of Desjardins Securities who are not members of their families
• Carrying out transactions in their personal account that conflict with the interests of Desjardins Securities clients despite full knowledge of such fact
• Engaging in any activity, holding an interest in any business or participating in any partnership that may hinder or appear to hinder their independence of judgment in the best interest of Desjardins Securities' clients

Desjardins Securities representatives must disclose to the clients concerned any material conflict of interest and any personal interest in a security or other investment that can be expected to affect their capacity to advise them objectively and impartially.

Desjardins Securities representatives must disclose to their employer any situation that can be reasonably expected to hinder the performance of their duties or their capacity to give objective and impartial advice.

The outside activities of our representatives must be approved by Desjardins Securities, which then assesses the presence or absence of a conflict of interest, their potential risks, and the appropriate control measures.

We monitor and review transactions in accounts of our representatives on a regular basis.

Desjardins Securities ensures that its practices with regards to representative compensation are not incompatible with its obligations toward its clients and do not encourage behaviour against clients' interests.

Related and Connected Issuers Disclosure to Desjardins Securities

An issuer of securities is "related" to Desjardins Securities if, through the ownership of, or direction or control over, voting securities, Desjardins Securities exercises a controlling influence over that issuer, that issuer exercises a controlling influence over Desjardins Securities, or the same third party exercises a controlling influence over both Desjardins Securities and the issuer.

An issuer distributing securities is a "connected issuer" to Desjardins Securities if the relationship between this issuer and Desjardins Securities, a related issuer of Desjardins Securities or the directors, officers or partners of Desjardins Securities or a related issuer of Desjardins Securities, may lead a reasonable prospective purchaser of the securities of the connected issuer to question Desjardins Securities' independence from the issuer with respect to the distribution of the securities of this issuer.

The entities listed below may be considered as issuers related or connected to Desjardins Securities.

Issuers	Issuer Description
Caisses Desjardins	Members of the Fédération des caisses Desjardins du Québec (the Fédération) and the Caisse Desjardins Ontario Credit Union Inc.
Desjardins Capital Inc.	Wholly owned subsidiary of the Fédération, Desjardins Capital's purpose is to offer its own securities in the financial markets and invest the proceeds in securities issued by Desjardins caisses.
Capital régional et coopératif Desjardins Inc. ("CRCD")	Investment funds whose investment fund manager and portfolio manager is Desjardins Capital Management Inc., a wholly owned subsidiary of the Fédération. CRCD raises development capital through public offerings and allocates the funds to cooperatives and businesses. Desjardins Trust Inc. is the custodian of CRCD.
Fiera Capital Corporation	A public corporation in which Desjardins Financial Holding Inc., a wholly owned subsidiary of the Fédération, holds an interest through Fiera Capital L.P. Fiera Capital Corporation is registered as a portfolio manager and investment fund manager. Fiera Capital Corporation acts as a portfolio sub-manager for certain Desjardins Funds.
Fiera Capital Mutual Funds	A family of investment funds for which Fiera Capital Corporation is the investment fund manager and promoter. Fiera Capital Corporation is registered as a portfolio manager and can act in that capacity on behalf of Fiera Capital Mutual Funds. The latter are reporting issuers.
Fédération des caisses Desjardins du Québec	The Fédération is the cooperative entity responsible for strategic policy, oversight, coordination, treasury operations and development for Desjardins Group. It meets the financial needs of the caisses and other components of Desjardins Group. In this regard, it is mandated with providing institutional funds to the Desjardins network and play the role of financial agent, in particular by providing interbank exchange services, including the financial settlement of compensation.
Desjardins Trust Inc.	Indirectly wholly owned subsidiary of the Fédération, this company is a trust institution of Desjardins Group.
Desjardins Funds	A family of investment funds for which the trustee and custodian is Desjardins Trust Inc., which is an indirectly wholly owned subsidiary of the Fédération. Desjardins Investments Inc., a wholly owned subsidiary of Desjardins Financial Security Life Assurance Company, which itself is an indirectly wholly owned subsidiary of the Fédération, is the management company and sponsor of Desjardins Funds. DGAM is their portfolio manager. DGAM is a wholly owned subsidiary of Desjardins Financial Corporation Inc., which itself is an indirectly wholly owned subsidiary of the Fédération.
Trust Company DGAM Funds	A family of investment funds focused on institutional clients, for which DGAM is the investment fund manager and portfolio manager. Trust Company DGAM Funds are not reporting issuers. Desjardins Trust Inc. is the trustee and custodian of Trust Company DGAM Funds.
Limited Partnership DGAM Funds	A family of private limited partnership funds for which a company wholly owned by DGAM is every fund's sole general partner. Limited Partnership DGAM Funds are not reporting issuers.
Desjardins ETFs	A family of exchange traded funds for which Desjardins Trust Inc., an indirectly wholly owned subsidiary of the Fédération, is the trustee. DGAM is the management company and portfolio manager of Desjardins ETFs.
NEI Funds	A family of mutual funds for which Northwest & Ethical Investments L.P. ("NEI Investments") is the trustee and administrator. NEI Investments also acts as investment fund manager and portfolio manager for specific funds. The Fédération has a 50% interest in NEI Investments through its subsidiary Desjardins Financial Holding Inc. Desjardins Trust Inc. is the custodian of these funds.
DIM Private Funds	A family of investment funds focused on private wealth management clients, for which DGAM is the investment fund manager and the portfolio manager is DGAM or an external manager. DIM Private Funds are not reporting issuers. Desjardins Trust Inc. is the trustee and custodian of DIM Private Funds.
Hexavest Funds	A family of private funds focused on institutional clients, for which DGAM is the investment fund manager and portfolio manager. Hexavest Funds are not reporting issuers. RBC Investor Services is the trustee and custodian of Hexavest Funds.
Desjardins Capital PME S.E.C.	A limited partnership for which Desjardins Capital Management Inc, a wholly owned subsidiary of the Fédération, acts as general partner and whose objective is to raise private equity in cooperatives and small and medium enterprises.

Referral Arrangements Disclosure

In this section, "Referral Agreement" refers to an agreement whereby Desjardins Securities agrees to pay or receive a referral fee from another business partner. In the course of its activities, Desjardins Securities has entered into fee-sharing agreements with the following business partners:

• Member caisses of the Fédération des caisses Desjardins du Québec
• Caisse Desjardins Ontario Credit Union Inc.
• Desjardins Financial Security Life Assurance Company ("DFS")
• Desjardins General Insurance Inc. ("DGI")
• Banque Transatlantique S.A. ("BT")

These business partners are members of the same financial group, Desjardins Group, except for BT, which is an outside business partner. The above-mentioned caisses offer banking services.

DFS provides life and health insurance and DGI provides casualty insurance services. BT is a wholly owned subsidiary of Groupe Crédit Mutuel CIC, which provides banking services primarily in the following sectors: private banking, international mobility assistance, employee stock ownership plan administration services and advisory. Depending on the client referral arrangements between Desjardins Securities and the above-mentioned entities, Caisse and BT staff may refer clients to Desjardins Securities, which will be able to provide them with any private wealth management services they offer. Desjardins Securities Advisors are authorized to refer clients to DFS and DGI for insurance products and to BT for banking services outside Canada.

1. Client referrals to Desjardins Securities by member caisses of the Fédération des caisses Desjardins du Québec and by the Caisse Desjardins Ontario Credit Union Inc.

As consideration for client referrals to Desjardins Securities' brokerage networks Signature Service and Desjardins Private Wealth Management, the member caisses receive compensation equal to 15% of the gross commission and fee income generated annually by all the referred clients who are members.

2. Client Referrals to DFS from Desjardins Securities

As consideration for client referrals to DFS, Desjardins Securities receives in the year following the signing of a new insurance contract, as intermediary, a certain percentage of the insurance premium that is calculated based on the types of products or services, as shown in the table below.

Compensation paid by DFS to Desjardins Securities during the first year

• $0 - $999 insurance premium: 15% in compensation
• $1,000 - $4,999 insurance premium: 25% in compensation
• Insurance premium of $5,000 or more: 40% in compensation

The above list shows the compensation offered for the best-selling insurance products and is not comprehensive. Other forms of compensation that may apply to other ancillary products and services offered by DFS, such as group insurance, life insurance for people over 50, travel insurance, accident insurance or GetWell insurance, guaranteed investment funds contracts, personal annuities (life annuity or annuity certain), individual retirement plans, group plans (group RRSPs, defined contribution pension plans, deferred profit sharing plans, etc.), collective annuities, and others.

3. Client Referrals to DGI from Desjardins Securities

As consideration for client referrals to DGI, Desjardins Securities receives compensation equal to 15% of the insurance premium in the case of individuals (1.5% for renewals) and 15% of the insurance premium, up to a maximum of $2,000 in the case of businesses (1.5% for renewals).

4. Client referrals to Desjardins Securities by BT

As consideration for the referral of clients who engaged the services of Desjardins Securities for the discretionary management of their portfolio, BT receives, as intermediary, the following fees:

• 50% of the gross fees generated by the client referred by BT or Crédit Mutuel CIC
• 30% of the gross fees generated by the client referred by a Caisse Desjardins or any other Desjardins Group entity

Fees will be paid to BT annually by Desjardins Securities and calculated from January 1 to December 31 of each year.

Other Referral Arrangements

Desjardins Securities may enter into arrangements whereby it pays or receives compensation for client referrals. The following information is communicated to the client in writing before the opening of the account or the provision of services:

• The name of each party to the referral arrangement
• The purpose and material terms of the referral arrangement, including the nature of the services to be provided by each party
• Any conflicts of interest resulting from the relationship between the parties to the referral arrangement and from any other element of the referral arrangement
• The method for calculating the referral fee and, to the extent possible, the amount of the fee
• The category of registration of each registrant that is a party to the agreement, with a description of the activities that the registrant is authorized to engage in under that category and, considering the nature of the referral, the activities that the registrant is not allowed to engage in
• If a referral is made to a registrant, a statement that all activity requiring registration resulting from the referral arrangement will be provided by the registrant receiving the referral
• Any other information that a reasonable client would consider important in evaluating the referral arrangement

If there is a change to the information set out above, Desjardins Securities must ensure that written disclosure of that change is provided to each client affected by the change as soon as possible and no later than the thirtieth day before the date on which a referral fee is next paid or received.

5. Review

We will notify you of any significant changes to this Statement of Principles. An updated version of the Statement is available on our website at: https://www.desjardins.com/ca/terms-use-legal-notes/private-wealth-management/statement-principles-conflicts-interest.

Summary

The Best Execution of Client Orders and Transactions Policy (the “Policy”) aims to provide an overview of the policy and approach to Desjardins Securities Inc. (“Desjardins Securities, “we,” “our”) orders allowing for the best execution (term defined below) of clients’ orders and transactions.

Desjardins Securities is an indirect wholly owned subsidiary of the Fédération des caisses Desjardins du Québec (the “Federation”). Desjardins Securities is an investment dealer registered in all Canadian provinces and territories.

Desjardins Securities conducts its securities brokerage activities under the trade names Desjardins Wealth Management, Desjardins Wealth Management Securities and Desjardins Wealth Management Private Wealth Management, according to the network. Its online brokerage activities are carried out under the trade name Desjardins Online Brokerage. Desjardins Securities products and services for institutional sector clients are offered under the trade name Desjardins Capital Markets. Through its wholly owned subsidiary, Desjardins Securities International Inc., Desjardins Securities provides trading services on Canadian markets to institutional clients in the United States.

The policy is posted and updated as needed on our website.

Definitions

Derivative: Option, swap, futures contract, forward contract, futures contract option, contract for difference or any other financial or commodity contract or instrument whose market price, value or delivery, payment or settlement obligations depend on an underlying interest, including a value, price, rate, variable, index, event, probability or thing.

Listed derivative: A derivative traded on an exchange pursuant to standardized terms and conditions set out by that exchange and whose trades are cleared and settled by a clearing agency.

Over-the-counter derivative: Any derivative other than a listed derivative.

Last sale price: The price of the last sale of at least one standard trading unit of:

a) A particular security displayed in a consolidated market display but does not include the price of a sale resulting from an order that is a:

1. Basis order
2. Call market order
3. Closing price order
4. Special terms order, unless the order has been executed with an order or orders other than a special terms order
5. Volume-weighted average price order

b) A particular option traded on an exchange

Marketplace: The following entities:

a) A recognized exchange or a commodity futures exchange registered in a jurisdiction of Canada

b) A recognized quotation and trade reporting system

c) A person or company not included in clause a) or b) above that facilitates the trading of securities or derivatives in a jurisdiction of Canada and meets the following conditions:

1. Constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities or derivatives
2. Brings together the orders for securities or derivatives of multiple buyers and sellers
3. Uses established, non-discretionary methods under which the orders interact with each other, and the buyers and sellers entering the orders agree to the terms of a trade.

Unprotected marketplace: A marketplace where orders are not protected, either because it does not offer automated trading functionality, does not meet the established market share threshold or does not display orders.

Foreign organized regulated market: A marketplace located outside Canada that functions as an exchange, a trade reporting and quotation system, an alternative trading system, or a similar facility or function recognized by or registered with a securities regulatory authority that is an ordinary member of the International Organization of Securities Commissions (IOSCO).

Protected marketplace: A marketplace that displays orders in accordance with the Order Protection Rule (OPR), either because it meets the established market share threshold or because the orders pertain to securities that are listed by and traded on that marketplace.

Smart order router: Software that optimizes execution by using advanced routing rules and algorithms to direct orders to multiple markets.

Speed bump: A systematic delay in order processing.

Best execution: The most advantageous execution terms that can reasonably be obtained under the circumstances.

Opening order: An order for the purchase or sale of a security entered on a marketplace prior to the opening of trading on that marketplace on a trading day for the purpose of calculating and executing at the opening price of the security on that marketplace on that trading day provided an order shall cease to be an opening order if the order does not trade at the opening of trading of that security on that marketplace on that trading day.

Order Protection Rule (OPR): The Order Protection Rule requires markets to establish and maintain written policies and procedures that are reasonably designed to prevent off-market trades at inferior prices or the execution of orders ahead of better-priced, visible and directly accessible limit orders.

Security: Any security as defined within the relevant securities law other than a derivative.

Foreign exchange-traded security: A security, other than a listed security, that is listed on a foreign organized regulated market.

Over-the-counter security: Any security other than a listed security, a foreign exchange-traded security, a security that is undergoing a primary market transaction and a derivative.

Scope

The Policy applies to all Desjardins Securities business networks and Desjardins Securities International. It presents the process designed to ensure the best execution for all clients (retail or institutional).

Best execution – Overview

Best execution represents Desjardins Securities’ obligation to execute each client order and transaction on the most advantageous terms that can reasonably be obtained according to the state of the market at the time of execution.

Accordingly, Desjardins Securities commits to making all reasonable efforts to ensure that clients obtain the best execution of their orders for listed securities, foreign exchange-traded securities, listed derivatives, over-the-counter securities and over-the-counter derivatives.

The Policy complies with the requirements of Part C of Rule 3100 of the Canadian Investment Regulatory Organization (CIRO) – Best Execution of Client Orders and Transactions.

The Policy also takes into account the best execution requirements from the following Rules:

• Rules of the Montréal Exchange, Article 7.3 – Best Execution Required
• FINRA Rule 5310 – Best Execution and Interpositioning
• FINRA Rule 2121 – Fair Prices and Commissions

Best execution factors taken into consideration

Listed securities, foreign exchange-traded securities or listed derivatives

When executing client orders for listed securities, foreign exchange-traded securities or listed derivatives, Desjardins Securities considers the following factors (the “Broad Factors”):

• The price at which the client’s order would be executed
• The speed of execution of the client’s order
• The certainty of execution/percentage of execution of the client’s orders
• The overall cost of the transaction, when costs are passed on to clients

Listed securities and foreign exchange-traded securities (other factors)

When executing client orders for listed securities and foreign exchange-traded securities, in addition to the Broad Factors, Desjardins Securities considers:

1. The considerations taken into account when determining appropriate routing strategies for client orders
2. The considerations for fair pricing of opening orders when determining where to enter an opening order
3. The considerations when not all marketplaces are open and available for trading
4. How order and trade information from all appropriate marketplaces, including unprotected marketplaces and foreign organized regulated markets, is taken into account
5. The factors related to executing client orders on unprotected marketplaces
6. The factors related to sending client orders to a foreign intermediary for execution

When manually handling client orders for trades on a marketplace, Desjardins Securities takes into account factors used to achieve best execution, including the following factors related to “prevailing market conditions:”

1. The direction of the market for the security or derivative
2. The depth of the posted market
3. The last sale price and the prices and volumes of previous trades
4. The size of the spread
5. The liquidity of the security or derivative

Over-the-counter security or derivative transactions

Regarding transactions involving over-the-counter securities or derivatives, Desjardins Securities has implemented best execution measures to ensure client transactions are executed in a manner that establishes a fair price.

Fair pricing when Desjardins Securities acts as a principal

To ensure fair pricing, when acting as a principal, Desjardins Securities:

• Does not purchase over-the-counter securities from a client for its own account
• Does not sell over-the-counter securities from its own account to a client
• Does not transact in over-the-counter derivatives with a client

However, the factors above do not apply when a transaction is executed by Desjardins Securities as a principal if the transaction is executed at an aggregate price (including any markup or markdown) that is fair and reasonable, taking into consideration all relevant factors, including the following:

• In the case of a transaction in over-the-counter securities, the fair market value of the securities and of any securities exchanged or traded in connection with the transaction at the time of the transaction
• In the case of transactions in over-the-counter derivatives:
  • The fair market value or settlement price of the equivalent listed derivative
  • The fair market value of the derivatives underlying interest and of any related derivatives involved in the same trading strategy, at the time of the transaction
• The expense involved in effecting the transaction or transactions
• The fact that Desjardins Securities is entitled to a profit
• The total dollar amount or dollar amount at risk of the transaction or transactions

Fair pricing when Desjardins Securities acts as an agent

To ensure fair pricing when acting as an agent, Desjardins Securities does not purchase over-the-counter securities, sell over-the-counter securities, or transact in over-the-counter derivatives on behalf of a client for a commission or service charge in excess of a fair and reasonable amount, taking into consideration all relevant factors, including the following:

• The availability of the securities or derivatives involved in the transaction
• The expense involved in effecting the transaction or transactions
• The value of the services rendered by Desjardins Securities
• The amount of any other compensation received or to be received by Desjardins Securities in connection with the transaction

Order handling and routing practice

Background

Subject to its obligations under CIRO requirements and securities laws, Desjardins Securities is required to consider client instructions for orders or transactions.

In compliance with these obligations, Desjardins Securities has implemented policies and procedures that specifically address how to ensure best execution and that we execute and allocate your orders promptly and fairly, while managing any material conflicts of interest that may arise.

We will execute your order in conjunction with other comparable client orders on a sequential basis and promptly, unless: i) it is not possible due to features of your order or market conditions; or ii) your interests require a different approach.

In accordance with our obligation to ensure best execution, we may refuse or modify your order when we deem it necessary, without having to notify you of such refusal or change. We are not liable for any loss, fees or damage you may incur if we reject or modify any instructions related to your order.

During the execution of your order, we may decide to aggregate it with a transaction for our own account or that of another client. This aggregation may occur, for example, to obtain a better price or reduce costs by executing a larger number of transactions. If we are unable to execute an aggregated order in full, we will allocate the executed portion fairly and equitably. We will make reasonable efforts to notify you of the status of your order’s execution and allocation as soon as reasonably possible.

When you do not provide specific instructions, we will execute and allocate your order as soon as reasonably possible unless we believe it is in your best interest to delay execution.

Markets and intermediaries

Appendix 1 lists the markets where we route our clients’ listed security orders for handling and execution. This list may be updated from time to time.

The factors considered in selecting these markets may include the level of liquidity a particular market can offer, the probability of execution, execution speed, system reliability and availability, and historical trading activity.

Appendix 2 lists the US and Canadian intermediaries through which Desjardins Securities may route client orders for handling and execution. In these cases, the orders will be subject to the intermediaries’ order handling and routing practices.

Desjardins Securities, the Federation, or any other affiliated entity do not hold any ownership interest in any market or intermediary listed in appendixes 1 and 2. Additionally, Desjardins Securities, the Federation, or any other affiliated entity have not entered into any agreements of any kind with an intermediary listed in Appendix 2.

Primary market

Securities listed on the Toronto Stock Exchange (TSX), TSX Venture Exchange, Canadian Securities Exchange (CSE) or the Aequitas NEO Exchange may be traded on parallel markets.

Trading hours for Canadian-listed securities

The trading staff at Desjardins Securities is available to process orders between 9 a.m. and 4 p.m. (Eastern Time), Monday to Friday, excluding Canadian holidays. Although staff may be available beyond these hours, Desjardins Securities cannot guarantee the entry of orders or execution of transactions outside of the hours specified above.

Please note that, unless the specifics of a transaction require otherwise or an agreement has been made between a representative and the client:

a) An order received before 9:30 AM (Eastern Time) will be routed to the pre-market session.

b) An order received after 4 PM (Eastern Time) may be routed to after-hours trading if the market offers this and the specifics of the transaction allow for it. If received at a time when this is no longer available, the order will be registered for the pre-market session on the next business day.

Transaction details

Day order

A day order is an order that is valid only during the market’s trading hours for the duration of the day it is placed. A day order received after the opening of the primary market will be registered at the best market at the time of entry. The order may then be traded on any market to which Desjardins Securities has access or can access to ensure best execution. If the order is not executed in full, it will expire at the market’s close.

Special terms order

A special terms order cannot be executed on regular markets. This type of order will be registered only on the primary market’s special terms order market, currently the TSX, unless it can be executed on a parallel market upon entry, and will only be valid between 9:30 AM and 4 PM (Eastern Time).

Good till cancelled (GTC) order

A GTC order is an order that the client wants to remain open until a specified expiration date. These orders are routed to a market determined by Desjardins Securities’ smart order routing mechanism. The order will remain on the primary market until it is either executed or expires, whichever comes first. It is the client’s responsibility to be aware of the expiration date and contact their representative when that date arrives if they wish for the order to be renewed.

All or none order

An all or none order must be executed in full; no partial execution will be made or registered while awaiting its full execution. In a multi-market environment, an all or none order may not be executed due to limited volume spread across several markets.While the total volume across all markets may be sufficient to complete the order, the conditions of this type of order only apply to the market where it was registered. An all or none order received after the opening of the primary market will be registered at the best available market at that time.

An institutional all or none order is an order representing a large block of securities that can be executed in full at the time of receipt; otherwise, it cannot be registered on the markets. It can be executed on any market agreed upon between the parties at the time the order is received.

Market order

A market order instructs the dealer to buy or sell at any price currently available on a market that ensures the order is fully executed. These orders must be executed immediately. A market order received after the opening of the primary market will be registered at the best available market at that time. To avoid adverse market impacts, all market orders will be converted into limit orders with a reasonably high price before being completed on a market. This measure ensures that every market order is fully executed, except in cases of unusual liquidity conditions, erroneous trades materially affecting the markets, or when there is a high probability of breaching market liquidity thresholds. The order may be traded on any market to which Desjardins Securities has access or can access to ensure best execution. If the order is not fully executed and remains pending on a market, it will expire at market close.

Limit order

A limit order is an order with a maximum purchase price or minimum sale price set by the client. If a limit order cannot be immediately completed on a market as at 9:30 AM (Eastern Time), it will be routed to a designated market through Desjardins Securities’ smart order routing system. If not fully executed, the order will expire at the closing time of the market where the remaining portion remains pending.

Market disclosure

If an order is executed on one or more parallel markets in Canada or the United States, the client will be notified via a purchase or sale confirmation on a North American market. If the order was executed on multiple markets or at different prices, a statement to that effect will also be provided. Clients receiving such notifications are encouraged to contact their representative for further details.

Extended trading hours

Some markets offer extended trading hours for dealers and investors, allowing orders to be executed outside of primary markets’ regular hours (9:30 AM to 4 PM [Eastern Time]). Generally favoured by investment professionals, these trading sessions often feature low liquidity and wide bid-ask spreads, running the risk of obtaining less favourable prices compared to regular trading hours. An order placed during extended trading hours may not be executed at the desired time and could be executed at a lower or higher price than that quoted on another trading system during extended or regular market hours. Additionally, security prices during extended trading sessions do not always match closing market prices and can be highly volatile. Orders placed during extended trading hours are only valid for that specific session at the price at which they were placed. They will expire at its close.

Execution of orders on foreign organized regulated markets

Desjardins Securities will access liquidity on foreign organized regulated markets for securities or derivatives when market conditions indicate that this can be done on terms favourable to the client, considering both price and other best execution factors, taking into account Canadian market conditions.

Handling of market rebates and fees

Desjardins Securities incurs fees for executing client orders on Canadian and US markets. However, certain intermediaries may provide Desjardins Securities with cash rebates, which vary by market and security and are often based on factors such as the total volume of routed orders, the liquidity created by orders, or whether the order originates from a retail or institutional client. These fees and rebates are not directly charged or credited to clients. Desjardins Securities may consider execution costs (fees paid by Desjardins Securities and potential rebates) when determining its order routing strategy.

Use of smart order routing technology

Desjardins Securities will use the most advanced and relevant smart order routing technology available for its trading strategy and execution framework. Desjardins Securities also uses third-party smart order routing mechanisms and typically employs a spray strategy for order routing purposes.

Unprotected marketplaces

Unprotected marketplaces are considered if they have demonstrated a reasonable probability of liquidity for a given security based on the client’s order size.

Speed bumps

Markets with speed bumps are considered if they have demonstrated a reasonable probability of liquidity for a given security based on the client’s order size.

Review of intermediary order handling and routing practices

Desjardins Securities continuously reviews the order handling and routing practices of intermediaries involved in best execution to implement any necessary improvements. This includes reviewing how intermediaries handle and route client orders to ensure that their execution aligns as closely as possible with Desjardins Securities’ best execution standards.

Following its most recent review, Desjardins Securities is confident that its intermediaries’ order handling and routing practices provide reasonable assurance that best execution is achieved for client orders.

Policy review

Desjardins Securities conducts an annual review of this Policy to assess opportunities for improving the quality of client order execution. This may include adding or changing marketplaces, assessing the relative importance of execution factors in different circumstances or modifying other aspects of the Policy.

Additionally, the Policy is reviewed whenever material changes occur in the trading environment or market structure that could impact our ability to achieve best execution for our clients.

Information requests

If you have any questions about the Policy, email us.

Appendix 1 – Markets

The table below lists the markets that allow Desjardins Securities to achieve the best possible outcome when executing client orders and transactions.

Markets	Products
Toronto Stock Exchange	Equities
TSX Venture Exchange	Equities
Alpha Exchange Inc.	Equities
Aequitas NEO	Equities
Aequitas LIT	Equities
Canadian Securities Exchange (CSE)	Equities
Canadian Securities Exchange (CSE2)	Equities
Pure Market	Equities
Nasdaq CXC	Equities
Nasdaq CX2	Equities
Omega ATS / Lynx ATS	Equities
Canadian Unlisted Board	Equities
MATCH Now (operated by Cboe)	Equities
MATCH Now (exploité par Cboe)	Equities
Nasdaq Chi X Dark	Equities
NEO-D (Dark)	Equities
TSX Dark	Equities
Montréal Exchange	Equity options

Appendix 2 – Intermediaries

The table below lists the intermediaries to whom Desjardins Securities may route client orders for handling or execution.

Intermediary	Region	Products
Citadel Securities, LLC	US	Equities and options
StoneX Financial Inc.	US and foreign	Equities
Virtu Americas, LLC	US	Equities
BNY Pershing	US	Equities and options
Clearpool, Inc.	US	Equities

At Desjardins Securities, we make every reasonable effort to locate and notify the owners (or right-holder) of unclaimed property in our possession. When required, we ensure the secure transfer of these assets to the relevant authorities.

What is unclaimed property?

Amounts due, securities, mutual funds, and other assets held in brokerage accounts become unclaimed property when:

• Mail sent to the property owner is returned to Desjardins Securities.
• The property has not been claimed, transacted, or instructed upon within the period provided by applicable regulations (generally 3 years).
• Despite reasonable efforts, Desjardins Securities has not been able to locate the property owner.

What efforts are made to locate property owners?

Securities undertakes the following reasonable efforts to locate the owner of unclaimed property:

• Making phone calls to the last known number.
• Conducting online searches (e.g., Canada 411).
• Consulting public records.
• Sending a letter to the last known address.

Depending on the applicable legislation, unclaimed property is either transferred to the relevant authority or retained by Desjardins Securities.

How to recover unclaimed property?

Currently, only the provinces of Quebec, Alberta, New Brunswick, and British Columbia have enacted laws governing the return of unclaimed property.

If you believe that Desjardins Securities holds property that belongs to you or to someone you represent, please refer to the section corresponding to your province or territory of residence for information on how to recover the property.

Quebec

Unclaimed property is transferred to Revenu Québec. For more information, visit the Revenu Québec website - External link..

Search the Revenu Québec registry - External link..

New Brunswick

Unclaimed property is transferred to the Financial and Consumer Services Commission (the "Commission"). For more information, visit the Commission's website - External link..

Search the Commission's registry - External link..

Alberta

Unclaimed property is transferred to the Tax and Revenue Administration (TRA). For more information, visit the TRA website - External link..

Search the TRA registry - External link..

British Columbia

The transfer of unclaimed property is done on a voluntary basis to the British Columbia Unclaimed Property Society (BC Unclaimed). For more information, visit the BC Unclaimed website - External link..

Desjardins Securities does not transfer unclaimed property to BC Unclaimed, but retains these assets and records the related information in a register. If you believe that Desjardins Securities holds property in your name, please contact our team.

Other Provinces and Territories in Canada

In some cases where the unclaimed property is located in Quebec, Desjardins Securities may transfer it to Revenu Québec.

Search the Revenu Québec registry - External link..

If the unclaimed property is not transferred to Revenu Québec, it is retained by Desjardins Securities and the related information is recorded in a register.

If you believe that Desjardins Securities holds property in your name, please contact our team.

Contact our team

Montreal
By phone : 1 877 286-3180
By mail : 2, complexe Desjardins
Case postale 991, succursale Desjardins
Tour Est, 22e étage
Montréal (Québec) H5B 1C1

Quebec
By phone : 1 800 653-7922
By mail : 2828, boul. Laurier
Bureau 900
Québec (Québec) G1V 0B9

Ontario-Gatineau
By phone : 1 866 567-2885
By mail : 1173, Cyrville Road
3e étage, bureau 310
Gloucester (Ontario) K1J 7S6

Considering the fact that Desjardins Wealth Management Private Wealth Management offers you the possibility of using its Internet Information Service (hereinafter the "Internet Service"), subject to your agreement to all the conditions provided herein, the conditions contained in each appropriate account agreement and subject to Desjardins Wealth Management Private Wealth Management’s right to terminate this service at any time, either generally or for a specific client, you agree to comply, as user (the "User"), to each of the following terms and conditions.

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