RELATIONSHIP DISCLOSURE INFORMATION

Securities legislation in Canada requires that Fecteau Côté Manocchio (“FCM”) delivers to each client disclosure documentation which describes the nature of FCM’s relationship with you, including the products and services that FCM offers, and to inform you of any conflicts of interest that may arise between you and FCM.

 

FCM’s office is located in Mont-Saint-Hilaire, Quebec, and the firm is registered as an exempt market dealer (EMD) in the province of Quebec.  The Autorité des marchés financiers (AMF) is the primary regulator for FCM.  As an EMD, FCM can trade and underwrite exempt market securities.

 

Business Activities 

FCM is a boutique firm that specializes in providing corporate finance services to small public and private companies as well as various advisory services.  In doing so, FCM typically engages with issuers under an agency agreement whereby FCM advises the issuer on the capital raise, agrees to contact Investment Dealers who will sell the new issues to their clients. As an Exempt Market Dealer (“EMD”), FCM may act as an agent in new issue distributions between issuers and investors who become clients of FCM, under various prospectus exemptions. The Company may also offer or promote structured financial products to wealthy investors (exempt securities) to meet the specific investment needs of such wealthy investors. The Company does not custody (or hold) any cash or investments on behalf of its clients.  Any investors that deal with FCM directly as an EMD will receive securities directly from the issuer and any cheques received from clients for a new issue investment will be forwarded promptly to the issuer or the issuer’s trustee.

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Services Offered to Clients

As EMD, FCM may act as an agent in new issue distributions between issuers and investors who deal directly with FCM, under various prospectus exemptions.  When we do deal with investors directly, we are required to meet regulatory requirements that apply to EMDs such as opening accounts, verifying the identity of our clients, gathering and assessing information on our clients so that we can determine what investments are suitable for them (“Know Your Client” information) and reporting to clients on the transactions they make through FCM. In providing these services, FCM works with its clients on a transactional basis only.  This means that our relationship with our clients is not ongoing.  Once we complete a transaction for a client then our service is completed and there should be no expectation that FCM will continue to engage with a client on a periodic or regular basis, or at all.

 

Suitability of Investments

In dealing directly with investors, FCM will earn an agency fee for acting as the agent in the sale of a new issue to its clients.  The amount of this fee will vary depending on the offering, and the Agent may allocate a portion of the fee to other advisors or persons whose clients have purchased the offered securities.  FCM’s representatives will also be available to fully discuss the details of each transaction with our clients before any transactions are made. FCM may also earn a corporate finance fee from Issuers for facilitating the distribution of a new issue of their securities. The details of all fees or other compensation are disclosed in offering documents or when asked will be declared.

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Fees and Compensation

In dealing directly with investors, FCM will earn an agency fee for acting as the agent in the sale of a new issue to its clients.  The amount of this fee will vary depending on the offering, and the Agent may allocate a portion of the fee to other advisors or persons whose clients have purchased the offered securities.  FCM’s representatives will also be available to fully discuss the details of each transaction with our clients before any transactions are made. FCM may also earn a corporate finance fee from Issuers for facilitating the distribution of a new issue of their securities. The details of all fees or other compensation are disclosed in offering documents or when asked will be declared.

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Trade Confirmation and Transaction Statement

As an EMD, FCM will promptly send out written confirmation of each transaction that has been referred to an Issuer. The trade confirmation and transaction statement will set out the purchase, price, volume, trade date, fees and other significant details of the transaction.

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Confidentiality and Privacy

Unless required by law, FCM and its employees are prohibited from disclosing to any person not associated with FCM any information relating to the securities holdings of any client account, any transactions executed for any client account, any client trading decisions, strategies or trading techniques, any information regarding the counterparties to any transaction involving a client account or non-public personal information. Non-public personal information means, non-public information concerning investors, employees, consultants and natural person service providers; such as name, address, social insurance number, tax identification number, net worth, total assets, income and other information that could be used to identify any such person. Should there be a breach to our safeguards of your personal information and it is determined the breach will cause significant harm, FCM will provide details of the breach to the Privacy Commissioner and all affected individuals.

Updates

If any material changes occur to this relationship disclosure document, FCM will take reasonable steps to provide each client with a revised copy of this relationship disclosure document before it acts for that client. You can contact FCM for a copy of our most current relationship disclosure document.