Coigne Capital Inc. – Last Reviewed: 2 June 2025

Coigne Capital Inc. (“Coigne Capital,” “we,” “our,” “us”) is committed to the highest standards of ethics, professionalism, and regulatory compliance. This policy explains how we identify, disclose, avoid, and manage conflicts of interest in accordance with:

• National Instrument 31‑103 and the Client‑Focused Reforms (CFRs) that became fully effective on 31 December 2021;

• The rules and guidance of the Canadian Investment Regulatory Organization (CIRO), in force since 1 January 2023;

• The Act Respecting the Distribution of Financial Products and Services (Québec), related AMF policy statements, and the Autorité des marchés financiers (AMF) Regulation 31‑103;

• Any other applicable federal or provincial legislation, self‑regulatory‑organization (SRO) instruments, or industry best‑practice guidelines.

Our objective is simple: a client’s best interest comes first, every time.

1  Purpose

This statement:

1. Defines what constitutes a conflict of interest.

2. Describes our guiding principles for handling conflicts.

3. Explains the procedures we follow to prevent or control conflicts, and the disclosures we provide to clients.

2  Scope

The policy applies to:

• Coigne Capital Inc. and its operating divisions or trade names (including Pacto Capitale);

• All employees, registered representatives, licensed advisors, directors, officers, and contractors;

• All activities carried out under our insurance licence (through Qualified Financial Services Inc.) and our mutual‑fund registration (through Global Maxfin Investments Inc., a CIRO‑regulated dealer).

3  Regulatory Framework

4  Definition of a Conflict of Interest

A conflict of interest exists when Coigne Capital or one of its representatives has a relationship or interest—financial, personal, or otherwise—that could reasonably be expected to influence the recommendation or service provided to a client.

Conflicts may be actual, potential, or perceived, and may arise from:

• Personal or family relationships;

• Financial incentives (e.g., commissions, bonuses, referral fees);

• Multiple roles (e.g., dual registration for insurance and mutual funds);

• Outside business activities (OBAs) or volunteer positions;

• Proprietary products or revenue‑sharing arrangements;

• Gifts or entertainment from third parties.

5  Guiding Principles

1. Client First – We must place the client’s interest ahead of our own at all times.

2. Transparency – Material conflicts are disclosed in plain language before or at the time of recommendation.

3. Proportionality – Mitigation measures are commensurate with the conflict’s nature and magnitude.

4. Documentation – All conflicts and their resolutions are recorded in our compliance system.

5. Supervision & Training – Supervisors review conflict disclosures; staff receive annual training.

6  Identification & Assessment Process

1. Self‑Assessment by Advisors – Each registered or licensed individual completes an annual Conflict of Interest & OBA questionnaire and updates it within 10 days of any material change.

2. Supervisor Review – Branch Managers or the Chief Compliance Officer (CCO) review disclosures to classify conflicts as Material or Immaterial and decide appropriate action (avoid, control, or disclose & mitigate).

3. Central Registry – Material conflicts are logged in a secure registry accessible to Compliance and senior management.

7  Control & Mitigation Techniques

• Avoidance – We will avoid a conflict when controls cannot ensure client‑first outcomes (e.g., personal financial dealings with clients).

• Structural Controls – Segregated supervisory reporting lines; separate remuneration for distinct business lines; pre‑approval of new products.

• Disclosure & Client Consent – Plain‑language explanation, provided before or at the time of the recommendation, summarizing:

  • The nature and extent of the conflict;

  • The potential impact on the client;

  • The steps we have taken to mitigate the conflict;

  • The client’s right to ask questions or refuse the service.

• Independent Second Opinion – Where appropriate, clients are encouraged to seek outside professional advice.

8  Prohibited Activities

To comply with CIRO and AMF rules, Coigne Capital representatives must not:

1. Act as Power of Attorney, Executor, or Trustee for a client who is not an immediate family member (as defined in the Income Tax Act).

2. Borrow from or lend money or securities to a client.

3. Engage in undisclosed personal trading that may affect client interests.

4. Accept cash or cash equivalents from clients for investment purposes.

9  Dual Registration & Outside Activities

9.1  Dual Licensing (Insurance & Mutual Funds)

• Advisors clearly disclose their dual capacity verbally and in writing.

• Compensation structures are fully explained; commissions never influence the suitability analysis.

• Where a conflict is unavoidable, the advisor must document how client interests remain paramount.

9.2  Outside Business Activities (OBAs)

• All OBAs require pre‑approval from Coigne Capital and, where applicable, CIRO & AMF filing.

• OBAs are reassessed annually to ensure they do not:

  • Reduce the advisor’s capacity to serve clients;

  • Create confusion about the nature of services;

  • Introduce new conflicts that cannot be adequately mitigated.

10  Compensation & Referral Arrangements

• Commissions & Fees – We disclose the type and amount (or range) of compensation before the client purchases a product or service.

• Grid or Bonus Structures – Designed so that no product pays higher compensation that would reasonably influence an advisor to recommend it over a more suitable alternative.

• Referral Agreements

  • Clients receive a written referral disclosure before acting on the referral.

  • Disclosure includes: parties involved, limits of each party’s responsibility, referral fee amount, and confirmation that the fee does not increase client costs.

  • All referral agreements are filed with CIRO and the AMF as required.

11  Complaint Handling & Dispute Resolution

• All complaints are forwarded immediately to the Compliance Department (complaints@coignecapital.ca).

• We follow CIRO/AMF timelines:

  • Acknowledgment within 5 business days;

  • Substantive response or 90‑day letter within 90 calendar days.

• Independent Industry Ombuds – If the client is unsatisfied, they may escalate to the Ombudsman for Banking Services and Investments (OBSI) or the Autorité des marchés financiers’ mediation service, as applicable.

• Advisors may not offer restitution directly or discourage clients from using dispute‑resolution options.

12  Record‑Keeping

• Conflict disclosures, mitigation plans, and related client correspondence are retained for at least seven (7) years in accordance with NI 31‑103 and AMF record‑keeping rules.

• Electronic records are maintained on encrypted servers located in Canada and protected under Québec’s Act 25 privacy amendments.

13  Training & Monitoring

• Annual Training – Mandatory module covering new CIRO/AMF guidance and real‑world case studies.

• Branch Audits – Periodic testing of advisor files to ensure conflict disclosures are complete and timely.

• Key Risk Indicators (KRIs) – Dashboard monitoring of compensation patterns, product concentration, and late disclosures.

14  Policy Review Cycle

This policy is reviewed at least annually or sooner if:

• There is a material regulatory change (e.g., new CIRO guidance, AMF notice, or legislative amendment);

• Internal audits identify deficiencies; or

• A significant conflict event triggers an ad‑hoc review.

Revisions require approval by the Chief Compliance Officer and the Board of Directors. Material changes are communicated to clients no later than 60 days after approval.

15  Contact Information

Postal Address
Coigne Capital Inc.
3773 Côte‑Vertu Blvd., Suite 460
Saint‑Laurent, Québec  H4R 1R2

Telephone
Toll‑Free Canada/US: 1 (888) 333‑0398

Email
info@coignecapital.ca

Questions? Please contact your Coigne Capital advisor or the Compliance Department at compliance@coignecapital.ca.

Approved by the Board of Directors on 2 June 2025
Next scheduled review June 2026