Legal Notice

1. Definitions
2. Information Source
3. Disclosure and Acknowledgement
4. Use of Password
5. Trade Orders
6. Confidentiality
7. Billing
8. Trademarks and Copyright
9. Limits of Liability
10. General Provisions
11. Electronic Document Transmission Approval
12. Information on Multiple Marketplaces

Whereas Desjardins Online Brokerage, a division of Desjardins Securities Inc., is offering you the use of its online brokerage service (hereinafter, "Internet Services"), subject to your acceptance of each and every term and condition stipulated herein, and of each and every term and condition set forth in the appropriate account agreements, and subject to Desjardins Online Brokerage reserving its right to terminate the present agreement and discontinue its Internet Services, at any time, either in general or for one particular customer, you accept as user of these services (hereinafter the "User"), and consequently agree to each of the following terms and conditions:

Definitions

1. “Password” means the User's personal password, as selected and/or subsequently modified by the User.
2. “Transaction Order” means any order to buy, sell or short sell securities which is transmitted by the User to Desjardins Online Brokerage, using the Internet Services.
3. “Securities” include any stock, any debt equity, any option, any unit of a mutual fund or any other securities.
4. “Suppliers” include, without limitation.
   1. Ice Data Services inc., supplier of Market-Q platform; and
   2. Any other person providing Desjardins Online Brokerage with information, reference material or data.
5. “Computer” includes any type of computer or instrument from which the user can access its brokerage account or online information, including amongst others any similar device such as Blackberry, Palm and other types of smart phones, etc.

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Information

The information, facts and data provided by the Internet Services, including those provided to Desjardins Online Brokerage by any third party have been obtained from generally reliable sources. These information, facts and data are provided for information purposes only. Desjardins Online Brokerage or Desjardins Securities inc. does not represent or warrant, explicitly or implicitly, the timeliness, accuracy, quality or completeness of said information, facts and data. The User agrees and acknowledges that the information, facts and data provided by Desjardins Online Brokerage’s information suppliers may include views and general recommendations but that Desjardins Online Brokerage does not endorse such advice or recommendations, nor does it provide investment recommendations or give tax, accounting or legal opinions, nor does it recommend the purchase and/or sale of any Securities.

Desjardins Online Brokerage, Desjardins Securities Inc. and its information suppliers shall not be liable to the User for the unavailability, interruption, delay, incompleteness or inaccuracy of information, facts and data.

Under no circumstances may Desjardins Online Brokerage, Desjardins Securities Inc. and its suppliers be held responsible, in any manner whatsoever, either by the User or a third party, for direct or indirect, special, punitive, consequential or incidental damages, including interest, notably, and without limiting the generality of the following, any loss of revenue or any loss of prospective economic advantage, due to the interruption of the Internet Services or an increase in operating costs, or any other damage or all other loss, costs or fees or damages stemming from any cause whatsoever, even if Desjardins Online Brokerage, Desjardins Securities Inc., and its suppliers have been informed about the possibility of such damages, including interest, costs or fees, unless the damages are the result of a gross or intentional fault or gross negligence or wilful misconduct, or of a breach of legal or regulatory obligations by Desjardins Securities Inc.

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Disclosure and Acknowledgment

Desjardins Online Brokerage is merely providing an order-execution only service. Desjardins Online Brokerage does not and will not provide any recommendations to the User nor any of its other clients, and will not be responsible for making a suitability determination of trades when accepting orders from a User. The User acknowledges and agrees that he alone is responsible for his investment decisions and that Desjardins Online Brokerage does not and will not consider his financial situation, investment knowledge, investment objectives and risk tolerance when accepting orders from him. The User represents and warrants to Desjardins Online Brokerage that he has the required investment knowledge and appropriate experience in order to make his own investment decisions, and the financial capacity and risk tolerance to sustain any trading losses or loss of anticipated profits that may arise from his investment decisions.

In using the Internet Services and, particularly, in giving transaction orders, the User acknowledges that Desjardins Online Brokerage operates a discount brokerage service that does not provide any advice or recommendation to its customers, and the User represents and warrants to Desjardins Online Brokerage that he has all the required knowledge and the pertinent experience to make his own choices regarding his investments, and that he has consulted or will consult, every time it was or will be either necessary or appropriate, his own investment, tax, accounting or legal advisors.

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Use of Password

The User agrees not to select an obvious Password, such as his date of birth and to change his password on a regular basis to reduce the potential for unauthorized use.

The User agrees to be the sole user of his computer or similar device and not to divulge his Password to anyone, in any manner and for any reason whatsoever, nor to record it on any documentation that is readily accessible. In all cases, the User is solely responsible for all the infractions and omissions of security measures and is solely responsible for all the costs and fees generated and for any operations and transactions made using his Password and for any associated charges and fees. Neither Desjardins Online Brokerage nor Desjardins Securities Inc. may be held responsible for any loss, charges, fees, operations or transactions made following the use of the User’s Password by the User himself, or by any unauthorized person.

The User agrees to immediately notify Desjardins Online Brokerage and to immediately change his Password by accessing the platform of the Desjardins Online Brokerage’s main Web site from the moment he becomes aware of the use of his Password by an unauthorized person, or suspect that another party knows of it and wishes to use it fraudulently and as soon as he is aware of the theft or loss of his computer or similar device or of documentation on which is inscribed the Password.

The User agrees not to let a third party use his computer or similar device or leave his computer or similar device unattended after he has entered his password, unless he first logs off in a secured way from the Internet Services.

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Transaction Orders

The User agrees and acknowledges that all transaction orders are subject to verification of his Desjardins Online Brokerage account, which includes, the sufficiency of funds. The User acknowledges the right of Desjardins Online Brokerage to refuse to execute any transaction orders, at its sole discretion, in accordance with the applicable regulations.

Notwithstanding the above, the User hereby authorizes Desjardins Online Brokerage to execute any transaction order submitted using the Internet Services, and agrees to be solely responsible for any instructions communicated to Desjardins Online Brokerage using the Internet Services.

The User accepts that it is not possible to change, via the Internet Services or otherwise, a transaction order that has already been executed by Desjardins Online Brokerage.

The User agrees and acknowledges that, with respect to subsequent changes to a transaction order that has not yet been executed, Desjardins Online Brokerage is required only to act on a "best efforts" basis, according to the circumstances.

The User agrees that in the case of any inconsistency between the data generated by the User and the data registered by Desjardins Online Brokerage’s systems, the latter shall prevail.

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Confidentiality

Desjardins Online Brokerage cannot guarantee the User the privacy and confidentiality of its Internet Services. Any instructions or messages sent by the User or Desjardins Online Brokerage can be lost, intercepted or modified. The User agrees that they are using the Internet Services at their own risk and that neither Desjardins Online Brokerage nor Desjardins Securities Inc. will be responsible for any damages the User may suffer by the loss of confidential information or transaction orders sent by the User or information that Desjardins Online Brokerage, Desjardins Securities inc. or its suppliers may transmit to the User, unless the damages are the result of a gross or intentional fault or gross negligence or wilful misconduct by Desjardins Securities Inc.

The User also agrees and acknowledges that Desjardins Online Brokerage and Desjardins Securities Inc. will not be responsible for any damages that the User may incur when Desjardins Online Brokerage transmits confidential information to the User, unless the damages are the result of a gross or intentional fault or gross negligence or wilful misconduct by Desjardins Securities Inc.

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Billing

The User agrees to allow Desjardins Online Brokerage to withdraw the amounts required to maintain access to the Internet Service directly from the user’s brokerage account. No matter the date on which the user signs up for the Internet Service, the user agrees to pay the amount of a full month of service excluding the promotional period.

The User who wishes to terminate the Internet Service must advise Desjardins Online Brokerage by e-mail (infodisnat@desjardins.com) no later than the day prior to the last working day of the current month, in order to avoid charges for the following month. User fees for the current month must be paid in full by the User. Access to the Internet Service will be withdrawn from the User the last working day of the month in which the User’s request has been made.

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Trademarks and Copyright

The User acknowledges that all information, facts and data conveyed through the Internet Services are proprietary to Desjardins Online Brokerage, Desjardins Securities Inc. and/or to its information suppliers, and are protected by applicable copyright laws, trademarks laws, device marks law and any other applicable intellectual property laws. The User agrees not to download, retransmit, reproduce or modify the information supplied through the Internet Services, under penalty of a legal proceeding for damages, without the prior consent of Desjardins Online Brokerage and its information suppliers, unless such reproduction is made for the User's personal use only.

The User agrees that he shall receive information, facts and data solely for his own use.

In no case shall the User retransmit or otherwise furnish information to any other person. The User acknowledges that said information, facts and data are and shall remain the property of Desjardins Online Brokerage and/or of its information suppliers.

Any names, services, words, phrases, icons or others that are used may constitute trade names, trademarks or service marks of their respective owners, the use of which may have been licensed to them. The display of trade names, trademarks or service marks does not imply that license of any kind has been granted to anyone.

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Limits of Liability

1. Desjardins Online Brokerage, Desjardins Securities Inc. and their directors, officers, employees or agents may, at their discretion, use the Internet Services to act in all matters on instructions or transaction orders given or purporting to be given by the User, or on his behalf, and Desjardins Online Brokerage, Desjardins Securities Inc. and their directors, officers, employees or agents shall not incur any liability, by reason of acting or not acting on such instructions or transaction order. Neither Desjardins Online Brokerage, nor Desjardins Securities Inc., nor their directors, officers, employees or agents, nor any information supplier may be held liable for :
   1. any inaccuracy, error, delay, interruption or omission of any information;
   2. any loss or injury caused, in whole or in part, by contingencies beyond their control in procuring, interpreting, compiling, writing, editing, reporting or delivering any information or other services through the Internet Services;
   3. technical hardware or software failures of any kind, lost or unavailable network connections, or failed, incomplete, scrambled or delayed computer transmissions, whether caused by the User, Desjardins Online Brokerage or a third party, or by any of the equipment or programming associated with or utilized by the Internet Services, or by any technical or human error that may occur in processing a transaction order.
   4. any decision made or any action taken by the User in response to information provided through the Internet Services.
2. Notwithstanding the foregoing, the User agrees that Desjardins Online Brokerage, Desjardins Securities Inc. and their directors, officers, employees or agents and its information suppliers shall not be responsible for any kind of legal claim for any loss or damage (whether it be contractual, extra-contractual or otherwise) in any way connected with the Internet Services unless it is caused by intentional or gross fault or gross negligence or wilful misconduct or a breach of legal or regulatory obligations.
3. The User agrees that Desjardins Securities Inc. and their directors, officers, employees or agents and its information suppliers will not be liable for any loss or damage resulting from any cause over which Desjardins Securities Inc. and their directors, officers, employees or agents and its information suppliers have no control, including but not limited to, acts or omissions, failure of electronic or mechanical equipment or communication lines, telephone or other inter-connect problems, unauthorized access, theft, power failure, labour disputes or government intervention.
4. The User agrees to accept full responsibility for any loss caused as a result of the submission of a transaction order.
5. Desjardins Online Brokerage, Desjardins Securities Inc. and their directors, officers, employees or agents and its information suppliers do not warrant the accuracy, completeness, quality, adequacy or content of any information supplied by the Internet Services. Such information is provided "as is" without warranty or condition of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Internet Services could include inaccuracies or typographical errors.
6. In no case shall Desjardins Online Brokerage, Desjardins Securities Inc. and their directors, officers, employees or agents and its information suppliers be held liable for any special, direct, indirect, incidental or consequential damages, including without limitation, lost revenues, lost profits or loss of prospective economic advantage, resulting from the use or misuse of the Internet Services, of the information, documents, software or content thereof, even if advised of the possibility of such damages, or for any claim by another party, unless the damages are the result of a gross or intentional fault or gross negligence or wilful misconduct or of a breach of legal or regulatory obligations by Desjardins Securities Inc.

Desjardins Online Brokerage, Desjardins Securities Inc. and their information suppliers offer no guarantees of any kind, express, implied or statutory, with regard to the Internet Services, including the information provided by their information suppliers. In particular, though without limitation, Desjardins Online Brokerage, Desjardins Securities Inc. and their information suppliers offer no guarantees as to the timely, truthful, sequential, complete, accurate, or continuous nature of the information, facts and data transmitter or shared, nor are any implied warranties given arising from trade usage, course of dealing, course of performance, nor are there any implied warranties of merchantability or compliance for a particular practice or use regarding these information or data.

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General Provisions

1. Modifications of provisions: The User agrees that Desjardins Online Brokerage may, at its sole discretion and without delay, modify any provision of this Agreement and inform the User via the Internet Services.
2. Interruption of the Internet Services: The User agrees and acknowledges that the Internet Services may be interrupted for any cause of any kind and the User agrees to undertake all the risks and suffer all the consequences of all interruptions for any cause of any kind.
3. Non Solicitation clause: The information, facts and data provided by the Internet Services do not constitute in any way a solicitation or an offer to buy or sell any securities.
4. Nullity of Provision: The invalidity or unenforceability of a provision or a condition shall attach only to such provision or condition and shall not affect the remainder of the Agreement.
5. Governing Law: This Agreement shall be governed and construed in accordance with the Canadian province where the User resides.
6. The parties acknowledge that they have required the original agreement and all related documents to be prepared exclusively in English. The User expressly acknowledges having read the Desjardins Online Brokerage Internet Services User Agreement, and agrees to abide by its provisions. The User acknowledges that he was given sufficient time and opportunity to obtain satisfactory explanations and clarifications of the nature and scope of the terms and conditions of the Desjardins Online Brokerage Internet Services User Agreement, by consulting the appropriate sections on the web site, or by contacting Desjardins Online Brokerage by phone at 1-866-873-7103, or in writing at 1170 Peel Street, Suite 105, Montreal, QC, H3B 0A9; as a result, the User declares that he understands and accepts all of the provisions of this Agreement.

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Electronic Document Transmission Approval

The User confirms having read and understood the following Electronic Document Transmission Approval, and agrees to the electronic transmission of the documents listed below according to the following terms.

1. The User agrees that order confirmations, account statements, or any other document Desjardins Online Brokerage chooses to provide him with in connection with the Internet Service and securities trading accounts opened via the Internet Service (“the Documents”), will be transmitted to him entirely by electronic means, including, access to these documents on the Internet Service site.
2. The user agrees to verify the order confirmations and account statements that Desjardins Online Brokerage makes available to him on the Internet Service site (www.disnat.com) and to advise Desjardins Online Brokerage of any error in accordance with the terms of the account. As for other documents to be issued electronically, Desjardins Online Brokerage will advise the User by e-mail.
3. The User must be equipped with a computer and Internet connection meeting the minimum configuration requirements for the Internet Service; these minimum requirements are outlined at (www.disnat.com);
4. Documents can be screened using the software specified at (www.disnat.com);
5. The User can obtain a hard copy of all Documents issued electronically by making a request by phone, regular mail or by e-mail to one of the telephone numbers and addresses mentioned at the end of this agreement by paying the fees indicated on the fee schedule, posted on the site and updated periodically, at (www.disnat.com). This clause may not apply in certain situations. It is recommended however that the User print out and retain all order confirmations and account statements for future use, especially tax purposes;
6. The Documents can be consulted and downloaded for a period of twelve (12) months after their date of issue;
7. In the event that the Internet Service is not accessible, and service can not be reinstated within a reasonable time, Desjardins Online Brokerage will supply the User with hard copy of order confirmations and account statements free-of-charge, for as long as and until a connection can be re-established;
8. Documents are kept in a secure environment which only the User can access with his Password;
9. The User may, at any time, change the e-mail address to which Documents are transmitted, by writing to one of the Desjardins Online Brokerage addresses indicated at the end of this agreement;
10. The User understands that he is not obliged to consent to the electronic transmission of documents. However, a User who wants to take advantage of the Internet Service, must necessarily accept to use this method of transmission;
11. The User understands that at any time he can withdraw his consent, by notifying Desjardins Online Brokerage, by telephone, by regular mail or by e-mail to one of the addresses or phone numbers at the end of this agreement; however, given the electronic nature of the Internet Service, the User who withdraws consent, agrees to no longer have access to the Internet Service.

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Information on Multiple Marketplaces

Over the last few years, new Exchanges have been established in Canada. With the availability of multiple marketplaces (such as Alpha, Pure and Chi-X), new circumstances come into play in the trade order execution process, which is no longer limited to the Toronto Exchange exclusively. Desjardins Securities and Desjardins Online Brokerage (VMD) therefore prepared an informative document describing the changes applying to various trade types.

For any question, please contact your Desjardins Securities Investment Advisor.

Please note that the trade order execution process may differ for the Desjardins Online Brokerage division. We suggest you consult the user guides on www.disnat.com or contact a Desjardins Online Brokerage representative for additional information.

Hours of Operation for Trading in Listed Canadian Securities
Desjardins Securities’s trading staff is available for order execution between the hours of 9:30 a.m. and 4:00 p.m., Eastern Time ("ET"), Monday through Friday, not including statutory Canadian holidays. Staff may be further available before and after these hours; however Desjardins Securities cannot guarantee any order taking and/or trade execution outside of the hours noted above. For Desjardins Online Brokerage, the trading service is generally available from 8 a.m. to 5 p.m. ET.

Please be advised that unless otherwise stated, or unless otherwise agreed to between an Investment Advisor or Registered Representative of Desjardins Securities and the client:

1. an order received prior to 9:30 a.m. ET will route into the opening sequence of the marketplace for execution on the opening; and
2. an order received after 4:00 p.m. ET can be entered to the after-hours trading of markets where this feature is available, if the trade characteristics allow. If received after “extended-hours” trading becomes unavailable, the order will route the next business day to the pre-opening of the marketplaces.

Extended Trading Hours
Some marketplaces may offer extended trading hours for brokers and investors. Extended trading hours allow the possibility to buy and sell securities beyond regular hours of operation of the principal marketplaces (9:30 am to 4:00 pm, ET). Mostly used by investment professionals, extended trading hours often have low liquidity rates and wider spreads between bid and ask prices, resulting in risks of having orders executed at a less favorable price than during regular trading hours. An order placed during extended trading hours will not necessarily be completed at the desired time and may be executed at a price lower than the one indicated on another trading system during extended trading hours or during regular hours of operation of marketplaces. Furthermore, the market price during extended trading hours is not always consistent with the market price registered at the time of closing of the principal marketplaces and may be highly volatile. Orders placed during extended trading hours are valid only during the particular trading session in which they are placed and will expire at the end of the said session.

Principal Marketplace
For those securities listed on the Toronto Stock Exchange ("TSX") and trading on other alternative marketplaces, the principal marketplace will be the TSX unless notified otherwise by Desjardins Securities.

"Best market"
The “Best market” is defined as the market with the best bid (buy price) or offer (sell price) and/or best historical liquidity and where Desjardins Securities feels the order has the highest probability of being executed.

Trade characteristics

Day Orders
A Day Order is an order that is only valid during the market opening hours on and for the day it is entered. A Day Order received after the opening of the principal marketplace will be entered into the "best market" at the time of entry. From there, the order will trade on any marketplace VMD has access to and/or can access for the purpose of best execution. The order will expire, if not filled in full, on the market where the last portion of the order remains live and will expire at 4:00 p.m. ET, or at the time after-hours market activities cease on that market.

Special Terms Orders
Special Terms Orders are orders with specific terms that are not executable in the regular marketplace. Special Terms Orders will only post to the Special Terms Market of the principal marketplace, currently the TSX, unless they are immediately executable on an alternative marketplace at the time of entry and they will only be live between 9:30 a.m. and 4:00 p.m. ET.

Good-Til-Cancelled Orders
Good-Til-Cancelled Orders are orders that the client wants to remain open until a specified date of expiry. These orders will be sent to a marketplace determined by Desjardins Securities’s established routing map. The order will remain in the principal marketplace until executed or expired, whichever comes first. It is the client's responsibility to ensure they know what the date of expiry will be and to contact their Investment Advisor/Registered Representative on the expiry date should they wish the order to be re-instated.

All-or-None Orders
Note: The TSX no longer accepts “All-or-None” orders.
Retail All-or-None Orders are orders that must be executed in full; no partial fills are to be executed or booked pending a complete fill. In the multiple marketplace environments, an All-or-None order may not be executed due to limited volume on more than one marketplace. While the total volume on all marketplaces might complete the order, the All-or-None terms apply only to the individual marketplace where entered. An All-or-None order received after the opening of the principal marketplace will be booked to the "best market" at the time of entry.
Institutional All-or-None orders are orders that must be executed for large block volume in full, and do not book to the marketplace unless they can be filled in full for their entire volume at the time of receipt. These can be executed on any marketplace as agreed to between both parties at the time of receipt.

Market Orders
An order is considered a “Market Order” when the client has instructed a dealer to buy or sell at whatever prices are available in the marketplace to help ensure a complete and full fill. These orders require immediate completion. A market order received after the opening of the principal marketplace will be entered into the "best market" at the time of entry. In an effort to avoid unusual market impacts, all market orders will be converted to limit orders with a reasonably aggressive price before being sent to a marketplace. This measure ensures that market orders still receive a full and immediate fill, except in cases where there is unusual liquidity rates or erroneous order parameters which would result in significant market impacts and a likelihood of breaching market liquidity thresholds. From there, the order will trade on any marketplace VMD has access to and/or can access for the purpose of best execution. The order will expire, if not filled in full, on the market where the last portion of the order remains live until that marketplace closes.

Limit Orders
A limit order has a specific minimum sale price or maximum purchase price provided by the client. On or after 9:30 a.m. ET, if a limit order is not immediately executable on any marketplace, the order will be sent to a marketplace determined by VMD’s established routing map. The order will expire, if not filled in full, on the market where the last portion of the order remains live until that marketplace closes.

Disclosure of Marketplace
An order executed using one or more marketplaces or alternative marketplaces in either Canada or the United States will be reported to the client using a trade confirmation that will read (not limited to the following); "we confirm the following purchase/sale for your account traded on a North American Marketplace". If multiple prices or marketplaces were used in the completion of the order, a further disclaimer will be provided which reads; "multiple marketplaces and/or average prices used, details available on request". Should you receive such a confirmation, you are free to contact your Investment Advisor/Registered Representative to obtain further information.

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Desjardins Securities Inc. uses the trade name “Desjardins Online Brokerage” for its discount brokerage activities. Discount brokerage products and services are consolidated under the trademark “Disnat”. 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 includes the following:

• Terms of the relationship between Desjardins Online Brokerage and its client
• Description of products and services
• Fees and commissions schedules
• Description of the account activity documents the client will receive
• Protection of personal information
• Handling of complaints
• Statement of Principles on Conflicts of Interest
• Information on multiple marketplaces
• Disclosure: leverage
• Disclosure: strip bonds and strip bond packages
• Disclosure: options and futures trading

You can contact a Desjardins Online Brokerage representative for any questions on the content of this document.

Introduction

Desjardins Securities Inc. (“we,” “our,” “us,” or “the firm”) 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, Securities”, and its online brokerage activities under the trade name “Desjardins Online Brokerage”. Desjardins Securities’s corporate and 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’s 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:

• Where we advise you on the purchase or sale of securities of a related and/or connected issuer, we will notify you of our relationship with the issuer when giving you advice.
• When we exercise discretionary authority to purchase or sell securities of a related or connected issuer on 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 advisory accounts, we ensure that the suitability of the securities held in your account is reviewed when we make a recommendation.

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, mutual 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 these conflicts of interest as follows:

• We implement a product review process that takes into account various factors in assessing whether proprietary products should be included in the firm’s product offering to clients.
• For advisory accounts, we ensure that the suitability of the securities held in your account is reviewed when we make a recommendation.
• We adopt compensation and incentive practices that do not encourage our representatives to favour proprietary products over other products.
• 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., NEI Investments, 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 des caisses Desjardins du Québec, 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:

a) They are not guaranteed by a government deposit insurer

b) They are not guaranteed by the caisses

c) 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 is called upon to act as a principal or an agent when it buys or sells for or on behalf of its clients.

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 on 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.
• Desjardins Securities and employee trades are identified as such and client trades are given priority over firm and employee trades in accordance with industry “client priority” regulations.
• We will tell you whether we acted as principal or agent for each transaction on the trade confirmation.

5. Compensation and incentives

Desjardins Securities and its representatives may collect two types of compensation, direct and indirect. Direct compensation is paid by you and consists of brokerage commissions, management fees and account-related fees. Indirect compensation consists of trailing fees or other forms of compensation from third parties in connection with certain transactions involving the purchase, holding or sale of securities in your account, including units in mutual funds, exchange traded funds, bonds, principal-protected notes or newly issued securities sold by Desjardins Securities as underwriter or agent.

Ongoing trailing commissions may be paid to us by managers of investment funds for the services and advice we provide you. You are not directly charged the trailing commissions. However, these fees affect you because they reduce the fund’s return paid to you.

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 prices.

In any transaction requiring currency conversion, Desjardins Securities may earn income from the conversion in addition to brokerage fees.

For more information on Desjardins Securities forms of compensation, please see the section “Commissions schedule” of 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 advisory accounts, we ensure that the suitability of the securities held in your account is reviewed when we make a recommendation.
• Except for managed accounts, we inform you of all the fees payable related to a transaction before said transaction is executed.
• For fee-based advisory accounts and 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, the 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 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 business activity that could interfere with or enter into conflict with their duties.
• Our 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’s 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’s Code of Professional Conduct and Compliance Handbook of set forth standards that guide the conduct of its representatives. These standards prohibit them from:

• Using confidential 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 the firm
• Engaging in outside business 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’s 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 business 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

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 issuers 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.
Capital Desjardins Inc.	Wholly owned subsidiary of the Fédération, Capital Desjardins’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.
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 the 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.
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 DesjardinsFunds.
Fiera Capital Mutual Funds	A family of mutual 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.
Desjardins Funds	A family of mutual 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. Desjardins Global Asset Management Inc. (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.
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.
DGAM Funds	A family of investment funds focused on institutional clients, for which DGAM is the investment fund manager and portfolio manager. DGAM Funds are not reporting issuers. DesjardinsTrust Inc. is the trustee and custodian of DGAM Funds.
Desjardins Investment Management Inc. (DIM)	An indirectly wholly owned subsidiary of the Fédération registered as a portfolio manager in Québec, Alberta, Ontario, British Columbia, Nova Scotia, Saskatchewan, Newfoundland and Labrador and New Brunswick. It is also registered as an investment fund manager in Québec and Ontario as part of the management of DIM Private Funds, which are available in provinces where DIM is registered as a portfolio manager. DIM offers discretionary portfolio management services and equity and/or private funds mandates to its clients.
Desjardins Trust Inc.	Indirectly wholly owned subsidiary of the Fédération, this company is a trust institution of Desjardins Group.
NEI Funds	A family of mutual funds for which Northwest & Ethical Investments L.P. is the trustee and administrator. Northwest & Ethical Investments L.P. (NEI investments) also acts as portfolio manager for specific funds. The Fédération has a 50% interest in Northwest & Ethical Investments L.P. through its subsidiary Desjardins) Financial Holding Inc. Desjardins Trust Inc. is the custodian of these funds.

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.
• Caisse Alliance Limitée
• Desjardins Securities Financial Services Inc. (DSFS)
• Desjardins Financial Security Investments Inc. (DFSI)

These business partners are members of the same financial group, Desjardins Group. The above-mentioned caisses offer banking services.

Desjardins Financial Security Investments Inc. (DFSI) is a wholly owned subsidiary of the Fédération. In Québec, DFSI operates under the business name “SFL Investments” and is registered with the AMF, particularly, as a mutual fund dealer, an exempt market dealer and a restricted dealer. DFSI is also authorized to pursue insurance activities. It is registered with the AMF as a firm in the insurance of persons and as a firm in the group insurance of persons. It is also registered as a firm in financial planning. DFSI also holds similar registrations in other Canadian provinces.

Desjardins Securities Financial Services Inc. (DSFS) is a wholly owned subsidiary of Desjardins Securities. DSFS is registered with the Autorité des marchés financiers (AMF) as a financial services firm and with the Financial Services Regulatory Authority of Ontario (FSRA) as an insurance agency.

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

a) As consideration for client referrals to the Full-Service Brokerage division of Desjardins Securities, the caisses receive, as intermediaries, compensation based on the revenues generated by the referred accounts, according to the percentages in the table below.

The term “generated income” includes gross fees, gross income on maintaining outstanding funds and gross commissions from all Desjardins Securities’ accounts of the referred member (Full-service Brokerage division).

Compensation received by the caisses

New clients since January 1, 2017	Clients before January 1, 2017
Recurring rate of 12.5% of the generated revenues Bonus rate of 72% of the generated revenues for the 12 first months Value of the assets under management in the account greater than $250,000.	Recurring rate of 12.5% of the generated revenues This rate applies to all clients, regardless of the value of the assets under management in their account.

Regarding the Discretionary Management Service Program at Desjardins Securities, compensation is based on net fees.

Regarding members referred to the Advisory Branch, compensation is based on a recurring rate of 24% of the generated revenues.

b) As consideration for client referrals to Desjardins Online Brokerage for the brokerage platform Disnat Classic, the caisses receive, as intermediaries, compensation based on all gross commissions generated on each transaction, including those from bank transfers and other brokers, on all accounts of the referred member, according to the percentages in the table below.

Gross commissions generated in accounts	Compensation % received by the caisses
Accounts generating 3 transactions and more for the first 12 months	30% of the generated revenues for the first 12 months
All accounts	Recurring rate between 3% and 7%

c) As consideration for client referrals to Desjardins Online Brokerage for the brokerage platform Disnat Direct, the caisses receive, as intermediaries, compensation based on the gross commissions generated on each transaction, including those from bank transfers and other brokers, on all accounts of the referred member, according to the percentages in the table below.

Gross commissions generated on each transaction	Compensation % received by the caisses
For the first year following the opening of each new account	2%
For the second year following the opening of each new account*	3%

* No compensation will be received by the caisses after the second year for accounts held by a referred member to Disnat Direct.

2. Client referrals to Desjardins Securities by DFSI

a) As consideration for client referrals to the Full-Service Brokerage division, DFSI receives, as intermediary, compensation based on the net commissions generated on each transaction according to the percentages in the table below.

Net commissions generated on each transaction	Compensation % received by DFSI
Referred clients prior to the implementation of the referral arrangement	20%
Referred clients after the implementation of the referral arrangement	15%

b) As consideration for client referrals to Desjardins Online Brokerage, brokerage platform Disnat Classic, DFSI receives, as intermediary, compensation based on the gross commissions generated on each transaction, including those from bank transfers and other brokers, according to the percentages in the table below.

Gross commissions generated on each transaction Compensation	% received by DFSI
For one (1) year following the opening of each new account*	30%
For each subsequent year following the opening of each new account	Between 3% and 5%

* Accounts generating at least 3 transactions during the first year.

c) As consideration for client referrals to Desjardins Online Brokerage, for the brokerage platform Disnat Direct, DFSI receives, as intermediary, compensation based on the gross commissions generated on each transaction according to the percentages in the table below.

Gross commissions generated on each transaction	Compensation % received by DFSI
For one year following the opening of each new account	2%
For the second year following the opening of each new account	3%

3. Client referrals to DSFS from Desjardins Securities

As consideration of client referrals to DSFS, the Full-Service Brokerage division, receives, as intermediary, compensation corresponding to 30% of insurance premiums, both at the time of the subscription and of the renewal.

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.

4. Review

We will notify you of any significant changes to this Statement. An updated version of the Statement is available on our website at https://www.disnat.com/en/legal-notes.

By signing up for the Service, you accept the following terms of use. These terms are in addition to the Desjardins Online Brokerage Internet terms of use and are deemed to be an integral part thereof. In the terms below, “you” means “the user” within the meaning of the Internet terms of use.

All fingerprints recorded in your device allow you to identify and authenticate yourself to gain access to the Internet service. It is both your access code/user code and password. You must therefore ensure that only your fingerprints are recorded in the device on which you are activating the Service.

You may sign up for the Service on only one device. If you wish to add a device to the Service, you must sign up again on the other device and the other device must be eligible for the Service.

For security reasons, if you add a new fingerprint to your device after having signed up for the Service, the Service will automatically be deactivated on the device and you will have to sign up for the Service again to be able to use it. Signing up for the Service is optional. At no time do Desjardins Group components have access to your fingerprint data.

Adding your fingerprint to your device is subject to other terms of use that are not established by Desjardins Group entities (i.e., manufacturer's terms and conditions). Desjardins Group has no control over these terms, which you must also have accepted before you can sign up for the Service.

Client acknowledges that Desjardins Online Brokerage, a division of Desjardins Securities Inc., is solely providing an order execution service. Desjardins Online Brokerage does not and will not provide any recommendations to its customers, and will not be responsible for making a suitability determination of trades when accepting orders from a customer, nor shall Desjardins Online Brokerage be liable for any losses or damages incurred by Client in relation to unfulfilled orders, or errors of any kind resulting from incomplete or erroneous inputting of trade order data by Client. Furthermore, as a customer of Desjardins Online Brokerage, Client acknowledges and agrees that it is alone responsible for its investment decisions and that Desjardins Online Brokerage does not and will not consider my financial situation, investment knowledge, investment objectives and risk tolerance when accepting orders from Client.

Client also understands and agrees herein that electronic securities trading is inherently subject to risks and uncertainties beyond Desjardins Online Brokerage's control that may lead to trading losses on the part of Client and / or its customers. These risks include, without limitation, temporary or permanent breakdown or loss of telecommunication connections, delayed, inaccurate or incomplete market data, sabotage, hacker attacks, malfunction of hardware and equipment not located on Desjardins Online Brokerage premises, as well as operating system and application software not owned by Desjardins Online Brokerage. Accordingly, in no event shall Desjardins Online Brokerage, nor Desjardins Securities Inc. (including its directors, officers, employees or agents), nor its information suppliers be liable in any way to the Client or to any other person whatsoever for indirect, direct, special, punitive, consequential or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect loss or damage) or any other loss or damage of any nature arising from any cause whatsoever even if Desjardins Online Brokerage, Desjardins Securities Inc. or its information suppliers were advised of the possibility of such damages.

Read our Privacy Policy

At Desjardins Online Brokerage, we make reasonable efforts to locate and notify owners of unclaimed property in our possession, including but not limited to:

• Contacting the owner at his or her last known address
• Locating the owner using a local telephone directory or the Canada 411 online directory assistance service
• Using online search tools

What is unclaimed property?

Due or payable amounts, cash, securities (stocks, bonds, mutual funds) or other property held in client accounts become unclaimed property in certain circumstances, including:

• When written communications with clients are returned to Desjardins Online Brokerage marked "undeliverable"
• When no claims or transactions have been made nor instructions given in respect of the property for a period of time established by legislation
• When certain periods of time established by provincial laws expire

In these circumstances, and after reasonable efforts have been made to find and notify the owners of this property, it is deemed to be unclaimed.

Questions or comments

In Quebec, unclaimed property must be delivered to Revenu Québec, which administers unclaimed property and keeps a public register of this property. For more information, please go to the Revenu Québec website.

In New Brunswick, unclaimed property must be delivered to the Financial and Consumer Services Commission (FCNB) which administers unclaimed property and keeps a public register of this property for the residents of that province. For more information, please go to the FCNB website.

In Alberta, unclaimed property must be delivered to the Tax and Revenue Administration (TRA), which administers unclaimed property and keeps a public register of this property for the residents of that province. For more information, please go to the TRA website.

For residents of other Canadian provinces, if you believe that Desjardins Online Brokerage holds unclaimed property of which you are the owner, or for any question concerning unclaimed property, we invite you to contact us at: