CLIENT RELATIONSHIP DISCLOSURE INFORMATION
Black Swan Dexteritas Inc. (“BSD”) would like to share the following Client Relationship Disclosure Information (“RDI”) with you that we think you would consider important about your relationship with us. If any of the information below raises any questions or concerns, please ask for clarification. Some of the information you may be interested in are incorporated in BSD’s full RDI Policy and can be provided upon request. All Clients are asked to read the RDI carefully before making an investment. BSD will advise Clients in a timely manner if there are any significant changes to the RDI.
OUR SERVICES, OUR CLIENTS and OUR FEES
Local Dealer to Global Managers. BSD is registered as an Investment Fund Manager, Portfolio Manager, Commodities Trading Manager and as an Exempt Market Dealer (EMD). BSD can assist other Issuers on how to navigate through the Canadian regulatory landscape in terms of regulatory updates, compliance, suitability, collection of data and completion of documentation. We will help facilitate investments from Permitted Clients who will complete certifications of eligibility and provide supporting evidence.
BSD will only work with established (global) managers who have engaged independent and reputable Canadian legal counsel. These managers must comply with applicable regulatory requirement including the filing of required notices and exemptions. We will require managers to make an annual certification of compliance that they are abiding by all applicable Canadian rules and regulations.
Sophisticated Capital Liaison. From time to time, BSD may act as a sophisticated capital liaison by introducing special investment opportunities (select exempt products such as funds, private deals, etc.) to specific eligible investors including ultra-high net worth investors (UHNW), family offices (FO) and institutional investors. These investors will generally satisfy Accredited Investor and Permitted Client exemptions. We will not introduce products offered by prospectus that are not exempt products.
BSD performs Know Your Product (KYP) activities, qualitative due diligence and assessments before Clients are introduced to any third-party products. While BSD may liaison the introduction to third-party products, BSD will not be affiliated or otherwise tied to any of these third-parties or their products. While we will introduce products to prospective investors, we may already be advising or trading on behalf of the prospective investor. This arm’s length relationship reduces conflict of interests. Generally, relationships with third-parties will be non-exclusive.
Should BSD engage in introduction services, it will be with full transparency and in accordance with its policies. In most cases, BSD would be compensated by the issuer after a successful introduction has been made and an investor’s investment has been processed. We do not expect the investor to pay us any fees.
Once an investment is made, the Issuer or manager of the product introduced will provide ongoing reporting to investors and manage the Client account. BSD’s role will be transactional in nature and may not be ongoing. Investors will receive regular Client statements and reports from the referred party. The Issuer of the exempt security that we introduced will hold the assets in the Clients accounts.
For Client accounts where BSD is the sole EMD on record, BSD will abide with required delivery of Client confirmations and statements as per section 14 of NI 31-103. As BSD monitors Client accounts and may participate in any ongoing transactions for the Client, the reporting will be transactional information including account balances upon investment.
KYC AND SUITABILITY
BSD will perform Know Your Client (KYC) to confirm Client eligibility and has an obligation to conduct other applicable suitability assessments. A large amount of personal and financial information will be requested prior to a transaction including ID, personal financial information, supporting documents and corporate materials. In assessing suitability, we will consider your age, income, investment knowledge, investment objectives, time horizon, risk tolerance, net worth and personal circumstances.
KYC information including verification of identity will be collected to satisfy securities, banking and anti-money laundering, anti-terrorist financing rules and regulations. The collected information will be reviewed and updated regularly to ensure accuracy and validity. We rely on Clients to provide accurate and up-to-date KYC information. Clients need to keep BSD apprised of any changes to their information.
WHAT WE DO & NOT DO
BSD is registered in the following investment categories – Investment Fund Manager, Portfolio Manager, Commodities Trading Manager and Exempt Market Dealer (“EMD”) . BSD does produce, manufacture, distribute or otherwise promote its own products – BSD Global Tech Hedge Fund L.P. and Cayman EMP/BSD Global Tech Hedge Fund.
BSD will allocate amongst Clients, trade on behalf of investors or offering investment advice to Clients/investors. BSD does manage and has discretion over any Client accounts as documented.
BSD does not offer legal advice to Clients about their financial needs or circumstances. BSD does not offer ancillary corporate services such as tax planning, estate planning, or succession planning but may offer some thoughts on the subject including the advice to seek professional services reflective of the activity or function required by the Client.
BSD only has visibility to Clients funds and cannot direct actual cash to be withdrawn or transferred/moved. All ‘Client-files’ maintained at the head office will be in keeping with security regulations and for reference.
INVESTMENT RISKS
All investments have certain risks. Clients are expected to review the offering documents and marketing materials of any product that elaborate on risks, terms, and rights and duties.
In the exempt market, these product materials and risk documents may not necessarily be reviewed by regulators prior to distribution. Also exempt products do not have the benefit of bank deposit insurance or protection by the Canadian Investor Protection Fund/Investor Protection Corporation. Exempt products may be less liquid than other investments including publicly listed securities. Other risks you may need to consider are those that pertain to key person risk, credit, concentration, currency, foreign investments and interest rates.
There is no guarantee of performance. This means that we cannot guarantee a success (profit), that you will recoup your principal investment.
Clients should careful look at the risk disclosed in any Issuer’s offering documents and marketing collateral. Always refer to Issuer’s information for a discussion on benchmarks and relative performance.
OTHER POTENTIAL CONFLICTS OF INTEREST
BSD expects that all employees will avoid any activity, interest or association which might interfere or give the perception of interference with the best interests of the firm, its Clients and the public. We will also avoid any situation in which our personal interests conflict with their duties at the firm including certain outside business activities and shareholdings. Our code of ethics sets standards of business conduct.
BSD does engage activities requiring consideration of best execution, and fair allocation. We do not operate in shared premises, such that safeguard and privacy measures ensure we continue to abide by the BSD Privacy Protection Policy and Confidentiality Policy.
We have considered other conflicts and have not identified anything else to disclose. We will be mindful and do our best to avoid taking any action we take that benefits us as your expense. Should a questionable situation arise, we will assess the situation to identify the potential conflict, determine the level of risk and respond appropriately.
COMPLAINTS
BSD has procedures that sets out how complaints are dealt with and to ensure they are addressed in a fair and prompt manner. Complaints can be filed with us by contacting our office by mail, phone or email at info@blackswandexteritas.com. If you have a complaint about a product that we have introduced you to or a third party, we may need to direct your complaint to another Client or firm who can better assist you. We recommend that you make complaints in writing with the provision of as much detail as possible. In addition to the internal complaint mechanism, the Ombudsman for Banking Services and Investments (OBSI) is also an available avenue for investors to pursue. The OBSI is a free service and can be accessed by calling 1.888.451.4519.