Investment Fund Account Terms

Introduction

The following pages contain important details you need to know about your Investment Fund Account.

Tangerine Investment Funds are managed by Tangerine Investment Management Inc. and are distributed exclusively by Tangerine Investment Funds Limited. Both companies are wholly owned subsidiaries of Tangerine Bank. Since Tangerine Investment Funds are proprietary, if you would like to transfer your Account to another financial institution, you will have to sell your units before doing so, transferring the assets “in cash”.

When you open an Account with us, you confirm that the information you have provided is true, complete and accurate. You agree to notify us of any changes to your information in a timely manner, and you agree to the terms set out in this Agreement.

Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. There can be no assurances that any mutual fund will be able to maintain its net asset value per security at a constant amount or that the full amount of your investment in the fund will be returned to you. Mutual fund units are not deposits or obligations of any bank, are not guaranteed by any bank or other Canadian financial institution, are not insured by the Canada Deposit Insurance Corporation or any government deposit insurer, and investment in mutual fund units involves risk, including the possible loss of principal. Using borrowed money to finance the purchase of mutual fund units involves greater risk than a purchase using cash resources only. If you borrow money to purchase mutual fund units, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the mutual fund units purchased declines.

If you have any questions, we would be pleased to help you. Call us at 1-877-464-5678 or visit our website: tangerine.ca/investments.

By opening an Account at Tangerine Investment Funds Limited, you agree and accept the following Account Terms:

A. General Terms – applicable to all Accounts

Our definitions

The words “you”, “your”, “Account holder” and “Client” mean each individual who opens an Account with Tangerine Investment Funds Limited. The words “we”, “us”, “our” and “Tangerine Investments” refer to Tangerine Investment Funds Limited. “Account” and “Investment Fund Account” mean any and all Investment Fund Accounts you have with Tangerine Investment Funds Limited. The “primary Account holder” is the person whose name appears first on the Tangerine Investment Funds Limited Account statement. “External Account” means an account that you hold with another financial institution that has been linked to your Investment Fund Account, according to the procedures outlined in these Terms and Conditions, excluding Tangerine Bank Account(s).

Investment Fund Account

The Account Terms apply to all of your Investment Fund Accounts. Additional terms and conditions may also be outlined on the Investment Fund Account application form and in the Investment Funds Privacy Code, and you agree to be bound by those terms and conditions in addition to these Account Terms.

The terms and conditions that apply to you are binding on you, your estate, your heirs, executors, administrators and your personal legal representatives.

Each agreement contained in this document is a separate contract. If a court rules that any part of this document is invalid, the remaining parts continue to be in effect and binding.

The Account Terms apply if your Account is closed, temporarily reopened, or if you are assigned another Account Number, as well as if there are joint Account holder(s).

You confirm that you are a Canadian Resident and have reached the age of majority in the province or territory in which you reside.

You understand that Retirement Savings Plans, Retirement Income Funds and Tax-Free Savings Accounts are governed by the relevant Declaration of Trust, and if you have one of these Accounts, that you have read and understood this document. You understand that you must provide us with all the required information for registration of these Accounts, including your Social Insurance Number, and if you do not, the Canada Revenue Agency may refuse to register your Account, in which case you consent to the closing of your Account.

You agree that we do not provide you with any legal, tax or accounting advice regarding your Investment Funds. You assume full responsibility for all transactions in your Account and all your investment decisions.

Opening an Account

To open an Account with us, you must provide us with an initial investment by way of a personal deposit cheque or an electronic funds transfer from either Tangerine Bank or an External Account. In all cases, we will establish a link to that Tangerine Bank or External Account, which you may continue to use for future transactions, and which you may also cancel at any time. We may limit the number of Tangerine Bank or External Accounts that can be linked.

All transactions by telephone, computer or other means, electronic or otherwise, will have the same legal effect as if you authorized these transactions in writing. You agree that all further business with us may be conducted on your instructions through any of these channels. We reserve the right not to open an Account if our Account opening requirements are not met. Your Account cannot be opened if you submit an incomplete Tangerine Investment Fund Account enrollment form.

Purchase and sales transactions

You may request and/or authorize purchases and redemptions of mutual funds by telephone, or any other means provided by us. We will make electronic funds transfers to or from your External Account or Tangerine Bank Account upon your request. Before we make an electronic funds transfer for you, we will ask you to provide instructions and any, all, or some of the following pieces of identification information: (a) your Client Number; (b) your Account Number(s); (c) your Personal Identification Number (PIN); and/or (d) any other identifying information that is deemed necessary in order to confirm your identity.

Funds usually arrive in your Tangerine Bank Account or your External Account within one to two business days after the settlement date on your redemption order. We are unable to guarantee the date your funds will arrive in your Tangerine Bank Account or External Account.

Purchases and redemptions of mutual funds may be made by telephone during our regular business hours of 8 a.m. – 8 p.m. Eastern Time, from Monday to Friday, excluding holidays. Purchase and redemption orders received by us prior to 3 p.m. Eastern Time will be processed according to that mutual fund’s closing net asset value as of that date. Purchase and redemption orders received by us between 3 p.m. and 4 p.m. Eastern Time are processed on a best-efforts basis. This means that you may receive that day’s closing net asset value; however, you may receive the following business day’s net asset value depending on the number of trades being processed. Purchase and redemption orders received by us after 4 p.m. Eastern Time will be processed according to the closing net asset value of that mutual fund the following business date, without exceptions.

You agree that we are not responsible for a delayed calculation of the net asset value of your purchase or redemption order in the event of any superior force situation that affects us or any other party which is responsible for processing your order (for example the mutual fund company which issues your mutual fund units) that is beyond our control, including, but not limited to strikes, lockouts or other work stoppages, any act of God, power outages, weather-related events, earthquakes, floods, fires, civil disturbances, terrorism, breakage of or accident or serious malfunction of machinery or computing and data systems, or any legislative, administrative or judicial action which has been resisted in good faith by all reasonable legal means.

Purchases or redemptions of mutual funds from your Account may be reversed if the electronic funds transfer cannot be delivered to/from your other financial institution or is returned for any reason without any notification. In the case of a redemption, the proceeds of the sale will be placed in your Cash control Account until we receive further instructions on where to transfer the funds. We will not accept traveller’s cheques, cheques issued by a financial institution located outside of Canada, cash or coinage for purchase orders. If you send cash to us, we will not be responsible for any loss that you may incur as a result. Transactions and/or balances may be limited in dollar amounts or otherwise as may be determined by us, and such limits may be changed in our sole discretion without notice to you.

We will not be liable for any direct, indirect or consequential loss, damage or inconvenience arising directly or indirectly out of your use of, or inability to access, Tangerine Investments or our services. This includes but is not limited to any fraud committed against your Account or our failure to carry out instructions that you have given to us, but does not include any reason caused by our bad faith, breach of applicable regulations, negligence, willful default or fraud. We reserve the right to contact you to obtain confirmation of any written or verbal instructions before processing any transaction but we will not be liable due to our inability or failure to contact you in order to confirm such instructions. You agree that all telephone calls and other electronic correspondence may be recorded and kept as a record of your instructions. We may change the requirements for and manner of transferring funds into and out of your Account at any time.

You understand that Investment Fund subscriptions are made on the terms and conditions described in the prospectus and that they are subject to approval by us. We reserve the right, without providing any notice or reasons to you, to decline to accept or execute any order, direction or request from you. We may refuse to execute any trading order or direction for any reason including if we determine (and we have no obligation to do so) that it would be imprudent to execute it because of our assessment of the state of the Account, the nature of the transaction requested, your financial position, or for your own protection. We may also refuse any trading instruction, order or direction made from outside Canada. You are responsible for all trading instructions given by you. You acknowledge that a trading instruction is final, and you cannot object to the order at a later date.

If you do not pay for the Investment Funds as required under these Account Terms, you will be responsible for any losses we sustain or costs we incur and we may, without prior notice to you, do whatever we consider is necessary in order to avoid or minimize any potential loss or inconvenience to us, including without limitation, settling and then reversing the trade, suspending your trading privileges or terminating your Account.

If you trade excessively

We discourage investors from trading excessively and from using market-timing strategies on a regular basis. Excessive trading can harm an Investment Fund’s performance and the value of other investors’ holdings in the Investment Fund, and can be particularly problematic when large sums are involved. Excessive trading can include buying and then redeeming or switching a large number of units of a Fund within 30 days of buying them. We have policies and procedures to detect and deter excessive trading and frequent use of market timing strategies that include the ability to refuse your present or future order(s) to buy or switch Investment Funds. If, in our sole discretion, we determine that you are trading excessively, in addition to taking other available remedies, the relevant Investment Fund may charge you a short-term trading penalty to be paid directly to the Fund out of the redemption proceeds.

Short-term trading

An inappropriate short-term trade is defined as a combination of a purchase and redemption (including switches between Funds) within 90 days that we believe is detrimental to investors and that may take advantage of securities priced in other time zones or illiquid securities that trade infrequently. We may take steps to prevent inappropriate short-term trading. These steps may include the delivery of a warning to the Account holder, placing your Account on a watch list to monitor your trading activity and the subsequent refusal of further trades by you if you continue to attempt such trading activity, and/or closure of your Account. If we reject your transaction, any money will be returned to you, without interest.

Evidence regarding electronic communication

A copy of any electronic communication will be admissible in any legal, administrative or other proceedings in the same manner as an original document in writing. You agree to waive any right to object to the introduction of any copy of electronic communications in evidence.

Clearing, settlement and payment

We may present and deliver instruments for payment, clearing, collection, acceptance or otherwise through any bank or other party as we deem appropriate. The bank or other party shall be considered to be your agent and we will not in any circumstances, be responsible or liable to you for the acts or omissions of this bank or other parties, however caused, in the performance of this service. We are also not liable for the loss, theft, destruction or delayed delivery of any instrument while in transit to or from, or in the possession of, any bank or other party. If our agent or we present an instrument to another financial institution for payment on your behalf, and the other financial institution refuses to recognize or provide payment on that instrument for whatever reason, you will remain responsible for delivering to us the amount of that instrument.

Indemnity

You agree to indemnify us against any claims, costs or liabilities incurred by us in connection with any services provided to you or any other dealings between us, including any claim or liability resulting from our endorsement on any instrument, arising out of a forged or unauthorized signature on that instrument or otherwise. This indemnity will not apply to any losses that are a direct result of our bad faith, breach of applicable securities laws, negligence, willful default or fraud.

Updated/new personal information

You agree to promptly advise us if you need to update any information relating to your Account. In particular, you agree to advise us immediately if your address, investment objectives or risk tolerance change or if there is any significant change in your financial affairs.

When we receive new or updated personal information concerning your Account, we may put a hold on your Account in order to verify such information. We may also request supporting documentation so that we can confirm updated or new information, and we may maintain the hold on your Account until your updated or new personal information can be confirmed.

Automatic Savings Program

By requesting that an Automatic Savings Program (or ASP) be set up for you, you authorize Tangerine Investments and your other financial institution(s) to transfer money to and from your External Account(s) or Tangerine Bank Account(s) in accordance with your instructions, and you confirm your understanding, acceptance and participation in the Automatic Savings Program.

Privacy

Tangerine recognizes the importance of your personal information, and we never take for granted the trust that you - as a Client have placed in us to protect that information. The Tangerine Privacy Code forms part of these terms and conditions, and applies to your relationship with us. A full explanation about how, when and why we may collect, use and disclose your information, as well as your rights relating to that information can be found here.

Information we collect about you

Information that we collect about you will often come from you directly (for example, when you apply for a new product). We may tell you that certain information is mandatory. If you do not provide personal information that is required for a particular product or service, then we may not be able to provide it, or meet all our obligations to you. We may also collect information about you from other sources, including information from credit agencies (for example, where you apply for credit, or where we must identify you), people appointed to act on your behalf, our social media pages, or other banks or financial institutions (for example, where you have switched your accounts to us, or where we have received information to investigate incorrect payments).

How we use your information

We will process your information where you have provided us with consent to use it, where processing will allow us to take actions that are necessary to provide you with the product or service you want, to allow us to meet our legal obligations (for example, to identify you), to understand how Clients use our services or to manage our risks. We may also use your information to send you messages, either by post, telephone, text message, email or other digital methods, including through ABMs, apps, and online banking services. These messages may be to help you manage your Account, to meet our regulatory obligations, to inform you about product or service features or to tell you about products and services (including those of other companies) that may be of interest to you.

Who we will share your information with

We will keep your information confidential, but we may share it with third parties (who also have to keep it secure and confidential) in certain circumstances, including: the Scotiabank Group of Companies† (for example, for marketing purposes or internal reporting where those companies provide services to us), payment processing services (for example, credit card networks), our service providers and their agents (for example, collection agents, statement printers), fraud prevention agencies, and other banks or financial institutions. Some of these third parties may be located outside Quebec or Canada.

† The Scotiabank Group of Companies means The Bank of Nova Scotia and its affiliates who provide deposit, investment, loan, securities, trust, insurance and other products and services.

Keeping your information

We will keep your information for as long as you are our Client. Once our relationship has ended, we will only keep your information for so long as is appropriate for the type of information, and the purpose for which we’re retaining it. The period we keep your information for is generally linked to the amount of time available for you to bring a legal claim. We may keep the information longer than this, if there an existing claim or complaint that will require us to keep your information or for regulatory or technical reasons. If we do keep it for a longer period, we will continue to protect your information.

Automated Processing and Decision Making

The way we analyze your personal information may involve automated decisions. That is, we may process your personal information using software that can evaluate your personal circumstances and other factors to address risks or outcomes. We may use such methods to make decisions about you relating to credit checks, identity and address checks, monitoring your Account(s) for fraud or other financial crime or for other reasons that we’ll disclose to you.

Your rights and how to refuse or withdraw your consent

You have certain rights over the personal information we hold about you, including the right to ask for a copy of the information, to correct or rectify personal information that we hold about you or not to use your information for a particular purpose (i.e. withdraw consent). Note that your ability to exercise these rights will depend on a number of factors, and in some situations, we may not be able to agree to your request. You can refuse to consent to our collection, use or disclosure of your personal information, or you may withdraw your consent to our further collection, use or disclosure of your personal information at any time by giving us reasonable notice, subject to limited exceptions. This includes withdrawing your consent to use your Social Insurance Number to verify credit information or to confirm your identity. More information about withdrawing your consent and about any of the items described in this section is available here.

You agree that, in order to complete any purchase or redemption of your Investment Funds, your personal information will be transmitted to the mutual fund company that issues your mutual fund investment. You acknowledge that the mutual fund company requires the same information that you provided us at the time of Account opening in order to process your order for Investment Funds. You agree that any complaints concerning your personal information that was transmitted according to these Account Terms to a mutual fund company that issued your mutual fund investments will be submitted directly to that mutual fund company.

Confidentiality and accessing your Account with your PIN

To protect your privacy and your investments, when you become a Client with us you must select a Personal Identification Number (PIN). The PIN allows you access to your Account and you must always provide it to us before we will follow any instructions regarding your Account. If you forget your PIN, we may accept a combination of alternate pieces of personal identification information. You are responsible for, and give us your authorization to carry out, all instructions given using your Account Number(s) and/or PIN. We will not be liable to you for any loss or claim arising out of our relying on verbal or electronic instructions provided to us using your PIN.

Your PIN must be kept confidential. You alone are responsible for your PIN security. When you give us instructions by cellular phone, email, or other non-secure methods, we cannot guarantee confidentiality because third parties can intercept these methods of communication. If any other person becomes aware of your PIN for any reason, you must immediately notify us. You will be liable for all transactions that are made before we are notified.

Right of Set-off

We reserve the right to use all of the money in your Account(s) to pay any debts or other obligations you owe us (including any contingent obligations) regardless of how the debt or liability arose, without notice (that is what is known as a “Set-off”). In the case of a joint Account, all Account holders consent to our using all money up to the full amount invested, as payment for any debt or obligations you owe us, regardless of each individual joint Account holder’s contribution to the Account. If you have more than one Account with us, we may, without prior notice and at any time, combine those Accounts whether in respect of Investment Funds or money, and make such adjustments between those Accounts, as we deem necessary. For example, we may transfer any credit balance from one Account to offset any debit balance in another Account. We may do this with respect to any Account in which you have an interest, whether jointly or otherwise.

Minimum amounts

Some Investment Funds may have a minimum balance and/or transaction amount. Details can be found in the simplified prospectus.

Tangerine Investments requires a minimum balance of $10.00 in your Investment Fund Account. If minimums are not maintained for a period of 120 days or more, we reserve the right to redeem the balance and close the Account to cover our administrative costs.

Limitation of liability

We are not responsible for any losses, costs, damages or any failure to obtain any profit in connection with your Account or with any optional service related to your Account, without limitation and however caused, unless we were negligent, acted in bad faith or breached applicable securities laws, acted with willful default or committed fraud. For all circumstances other than these exceptions, you will not hold us liable for any indirect, special or consequential damages. We will make every reasonable effort to provide you with access to your Account or any service. You will be responsible for any loss, cost or liability (including reasonable legal charges) incurred by us as a result of your failure to comply with these Account Terms.

Account statements and confirmation of transactions

Account statements will be provided to you on a quarterly basis, either by mail or by electronic means. However, we may provide you with Account statements on a more frequent basis. Your Account balances are also available by telephone, through our Mobile Banking app or online at tangerine.ca. Account statements will be delivered to each Account holder’s last address in our records. If you opt for electronic delivery, you will be notified of the delivery of the Account statement by a message in your online Inbox. You agree that you will examine all of your Account statements and other transaction records regularly. If you discover any errors or omissions in your Account statements and/or other transaction records, you must notify us of such errors or omissions within 30 days of the date of the Account statement or the transaction date. We will consider Account statements and other transaction records to be accurate if we do not receive any notice from you to the contrary. We will not be liable to you for any loss or claim arising as a result of any errors or omissions in Account statements or other transaction records.

Unless we otherwise agree, trade confirmations will be provided to you for each trade, except for recurring trades that form part of an Automatic Savings Program that you have initiated for the purchase of your Investment Funds. In this case, you will receive a confirmation of the first transaction only. You will examine every trade confirmation sent to you as soon as you receive it, and advise us of any errors. If you do not object within 10 business days of the settlement date shown on the trade confirmation, then we may consider the trade authorized, correct and complete, and you cannot object to it at a later date.

Funds Transfer requests

By signing the Investment Fund Account enrollment form and providing an External Account to link to, you agree that this authorization is provided for the benefit of your other financial institution and you authorize us to process Funds Transfer requests against your External Account according to the rules of Payments Canada. You authorize and assure us that all individuals who have signed the Investment Fund Account enrollment form are all those who are required to sign on your External Account(s).

You agree that this authorization is provided for our benefit and for the benefit of the other designated financial institution(s). You also agree that this authorization is provided in consideration of us agreeing to process debits against your designated Tangerine Bank or External Account(s) in accordance with these Account Terms as agreed to with us. Cancelling this authorization does not terminate any other agreement that exists between us.

Your authorization applies only to the method of payment and does not otherwise have any bearing on any agreement for services with us. The financial institution(s) at which you maintain your Tangerine Bank or External Account(s) is/are not required to verify that the debits are drawn in accordance with this authorization.

You further agree that your Client Number and assigned PIN or other security code or other signature equivalents may be used and will constitute valid authorization for Tangerine Investments to process the debits to your account(s) that you have requested. You also agree that delivering this authorization to us also constitutes delivery by you to the designated financial institution(s).

Your initial request and all such subsequent requests to have money transferred to and/or from your Tangerine Investment Fund Account and your Tangerine Bank or External Account(s), including an ASP, constitutes a Funds Transfer Pre-Authorized Debit (PAD). All Funds Transfers are Client-initiated pre-authorized debits where money is moved by the same Client from the account of one financial institution to the account of another financial institution. Tangerine Investments will process a Funds Transfer and move funds only at the Client’s initiation and request, and as per the Client’s instructions, including amount, frequency, etc. The timing and amount of Funds Transfers will vary according to the instructions received from you. To arrange a Funds Transfer, you may contact Tangerine Investments at 1-877-464-5678 and provide your instructions and authorization to an Investment Funds Advisor or you may log in on our website to initiate and authorize a Funds Transfer online. It is your responsibility to either provide us with, or enter online, the correct information in order to process your Funds Transfer. Tangerine Investments will process such transaction in accordance with the rules of Payments Canada and these Account Terms. For an overview of your rights and responsibilities with respect to PADs, please visit Payments Canada at payments.ca.

The External Account(s) at your other financial institution(s), which we are authorized to draw funds from upon your request, is specified by you by providing an initial investment from that account. You agree to inform us by telephone or other means provided by us from time to time of any change in the account information provided before any request for the transfer of funds. You may cancel this authorization at any time by providing notice to us, in writing or as otherwise stipulated by us. You may cancel or revoke your authorization of an ASP at any time by providing us with at least 10 days notice before your next scheduled Funds Transfer PAD. You agree that your cancellation of this authorization will take effect upon its receipt and confirmation by us. You can obtain a sample cancellation form or further information on your rights to cancel a PAD by visiting Payments Canada's website at payments.ca.

You waive your right to receive pre-notification of the amount of the PAD and agree that you do not require advance notice of the amount of PADs before the debit is processed. You acknowledge that you will not receive written notice from us of the amount to be debited or the due dates of the debiting.

You confirm that the information you have provided is correct and accurate and that you have authorized Tangerine Investments to act on your instructions and process your requested Funds Transfer PAD(s).

You have certain recourse rights if any debit does not comply with this agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with these terms. To obtain more information on your recourse rights, you may contact your financial institution or visit payments.ca.

Exception: Please note that a Funds Transfer PAD, being a debit authorized by the Client wherein funds are moved among the Client’s accounts held at different financial institutions, the recourse rights noted above through Payments Canada are not applicable. However, if a discrepancy occurs in a Funds Transfer PAD that you initiated through Tangerine Investments, please contact us at 1-877-464-5678 and one of our Investment Funds Advisors will do their best to clarify the matter.

Closing of Accounts

You may close your Account(s) with us at any time. We also have the right to close your Account(s) for any reason including excessive trading, or if we have reason to believe that the Account has been used for any fraudulent, unlawful or improper purposes, and pay you the balance, if any, according to our Rights of Set-off described above. On the death of an Account holder, we are authorized to take such steps or require such documentation (including but not limited to a certified copy of the death certificate, a letter of direction and notarized copy of the Certificate of Appointment of Estate Trustee or Executor) or restrict transactions in the Account, as we deem prudent or advisable. Upon receipt of the proper legal documentation following your death, we will transfer the balance of your mutual funds to your legal representative and close your Account. An estate representative of a deceased Account holder will have the same rights, responsibilities and obligations under these Account Terms as the Account holder, unless we determine otherwise in our sole discretion.

A fee will apply to transfer your registered funds to another financial institution. These fees are outlined in the Fee Schedule available at tangerine.ca/feeschedule and are available in print if requested.

Miscellaneous Terms

Acceptance of Account Terms

At our discretion, we may accept your signature, or other evidence of your acceptance of these Account Terms received by facsimile, telephone or other electronic means, as your original signature or acceptance. We can delay, or refrain from exercising, any of our rights under these Account Terms without losing them.

Communication

All communications from us to you will be sent according to your delivery preferences recorded in your file. Some documents are not available in an electronic format and are therefore sent by regular mail to the mailing address on file.

Payment and clearing systems

We do not control the national payments system or other payment system participants used in the process of transferring your money. We cannot guarantee a time of delivery for requested Funds Transfers. However, we will make reasonable efforts to facilitate your Funds Transfer requests.

Language

You have expressly requested that this document, and all related documents to your Account(s) be written in English. Vous avez expressément demandé que ce document, et tout autre document concernant votre (vos) compte(s) soient rédigés en anglais.

Unclaimed property

The provinces of British Columbia, Alberta, Quebec, and New Brunswick have regulations respecting the monitoring, reporting and remittance of unclaimed property. As a mutual fund dealer, Tangerine Investments is subject to these regulations. If your Account or the Investment Funds in your Account become unclaimed property within the meaning of any applicable legislation governing unclaimed property, we may restrict your Account and sell any or all of the units in your Account for the purpose of converting your Account holdings into cash and transfer proceeds to:

1. In Alberta, the Alberta Treasury Board and Finance, Tax and Revenue Administration;
2. In Quebec, Revenu Quebec’s Register of unclaimed property; and
3. In New Brunswick, the Director of Unclaimed Property.

Complaints or concerns about these Account Terms and your Account

Except where provided elsewhere in these Account Terms, the Investment Fund Account Terms are governed by the laws of the province where you have your residence. If you move outside of Canada, the laws of the Province of Ontario will apply to your Account. If you have any questions regarding these Account Terms or you have complaints in connection with your Account, please call us at 1-877-464-5678, or visit the Tangerine Investments website (tangerine.ca/investments).

Summary of Tangerine Investment Funds Limited complaint handling procedures

Tangerine Investments has procedures in place to handle any written or verbal complaint received from Clients in a fair and prompt manner. This is a summary of those procedures, which we provide to new Clients and Clients who have filed a complaint, and that we also make available on our website at tangerine.ca/investments.

The Client Complaint Information Form

Tangerine Investments will provide new Clients and Clients who complain with a separate document called the Client Complaint Information Form (CCIF) that provides general information about their options for making a complaint.

How to file a complaint with Tangerine Investments

Clients of a mutual fund dealer who are not satisfied with a financial product or service have a right to make a complaint and to seek resolution of the problem. In many cases, complaints are easily solved by a phone call to Tangerine Investments at 1-877-464-5678. All complaints to Tangerine Investments will be handled by qualified personnel.

If you have made a complaint to Tangerine Investments, and your questions or complaints are not resolved to your satisfaction, please write to: The Customer Complaints Appeals Office (CCAO), Tangerine Investment Funds Limited, 3389 Steeles Ave E, Toronto, Ontario M2H 0A1.

Where Clients have difficulty putting their complaint in writing, they should advise us so that we can provide assistance. For confidentiality reasons, we will only deal with the owner of the Account.

Complaint handling procedures

Tangerine Investments will acknowledge receipt of complaints promptly, generally within five days. We review all complaints fairly, taking into account all relevant documents and statements obtained from the Client, our records, our staff members and any other relevant source. Once our review is complete, we provide Clients with our response, which will be in writing if the complaint was made in writing. Our response may be an offer to resolve your complaint, a denial of the complaint with reasons or another appropriate response. Where the complaint relates to certain serious allegations, our initial acknowledgement will include copies of this summary and the CCIF. Our response will summarize your complaint, our findings and will contain a reminder about your options with the Ombudsman for Banking Services and Investments.

We will generally provide our response within 90 days, unless we are waiting for additional information from you, or the case is novel or very complicated.

We will respond to communications you send us after the date of our response to the extent necessary to implement a resolution or to address any new issues or information you provide.

Settlements

If we offer you a financial settlement, we may ask you to sign a release and waiver for legal reasons.

Contacting Tangerine Investments

Clients may contact us at any time to provide further information or to inquire as to the status of their complaint, by contacting the individual handling their complaint or by contacting:

Tangerine Investment Funds Limited
Chief Compliance Officer
3389 Steeles Ave E
Toronto, Ontario M2H 0A1
Telephone: 1-877-464-5678

Client Complaint Information Form

Clients of a mutual fund dealer who are not satisfied with a financial product or service have a right to make a complaint and to seek resolution of the problem. Mutual Fund Dealers Association of Canada (MFDA) Members have a responsibility to their clients to ensure that all complaints are dealt with fairly and promptly. If you have a complaint, these are some of the steps you can take:

• Contact Tangerine Investments. We are responsible to you, the investor, for monitoring the actions of our representatives to ensure that they are in compliance with by-laws, rules and policies governing our activities. Tangerine Investments will investigate any complaint that you initiate and respond back to you with the results of our investigation within the time period expected of an MFDA Member acting diligently in the circumstances, in most cases within three months of receipt of the complaint. It is helpful if your complaint is in writing.

• Contact the MFDA, which is the self-regulatory organization in Canada to which Tangerine Investments belongs. The MFDA investigates complaints about mutual fund dealers and their representatives, and takes enforcement action where appropriate. You may make a complaint to the MFDA at any time, whether or not you have complained to Tangerine Investments. The MFDA can be contacted:

  • By completing the online complaint form at mfda.ca

  • By telephone in Toronto at (416) 361-6332, or toll-free at 1-888-466-6332

  • By email at complaints@mfda.ca

  • In writing by mail to 121 King Street West, Suite 1000, Toronto, ON M5H 3T9 or by fax at (416) 361-9073

Compensation

The MFDA does not order compensation or restitution to clients of Members. The MFDA exists to regulate the operations, standards of practice and business conduct of its Members and their representatives with a mandate to enhance investor protection and strengthen public confidence in the Canadian mutual fund industry. If you are seeking compensation, you may consider the following:

1. Ombudsman for Banking Services and Investments (OBSI): You may make a complaint to OBSI after you have complained to the dealer, at either of the following times:

   1. If the dealer’s Compliance Department has not responded to your complaint within 90 days of the date you complained; or

   2. After the dealer’s Compliance Department has responded to your complaint and you are not satisfied with the response. Please note that you have 180 calendar days to bring your complaint to OBSI after receiving the dealer’s response.

   OBSI provides an independent and impartial process for the investigation and resolution of complaints about the provision of financial services to clients. OBSI can make a non-binding recommendation that your firm compensate you (up to $350,000) if it determines that you have been treated unfairly, taking into account the criteria of good financial services and business practice, relevant codes of practice or conduct, industry regulation and the law. The OBSI process is free of charge and is confidential. OBSI can be contacted:

   3. By telephone in Toronto at (416) 287-2877, or toll-free at 1-888-451-4519

   4. By email at ombudsman@obsi.ca

2. Legal Assistance: You may consider retaining a lawyer to assist with the complaint. You should be aware that there are legal time limits for taking civil action. A lawyer can advise you of your options and recourses. Once the applicable limitation period expires, you may lose rights to pursue some claims.

3. Manitoba, New Brunswick and Saskatchewan: Securities regulatory authorities in these provinces have the power to, in appropriate cases, order that a person or company that has contravened securities laws in their province pay compensation to a claimant. The claimant is then able to enforce such an order as if it were a judgment of the superior court in that province. For more information, please visit:

   1. Manitoba: msc.gov.mb.ca

   2. New Brunswick: nbsc-cvmnb.ca

   3. Saskatchewan: sfsc.gov.sk.ca

4. Quebec:

   1. If you are not satisfied with the outcome or with the examination of a complaint, the Autorité des marchés financiers (AMF) can examine your complaint and may provide dispute resolution services.

   2. If you think you are a victim of fraud, fraudulent tactics or embezzlement, you can contact the AMF to see if you meet the eligibility to submit a claim to the Fonds d’indemnisation des services financiers (“Financial Services Compensation Fund”). An indemnity up to $200,000 can be payable through monies accumulated in the fund for an eligible claim.

   3. For more information:

      1. Contact the AMF by telephone at (418) 525-0337 (in Quebec), or toll-free at 1-877-525-0337

      2. Visit lautorite.qc.ca

Jurisdiction of the laws of your province of residence

We do not currently have a physical location in the following provinces and territories: Alberta, British Columbia, Manitoba, Quebec, Saskatchewan, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut. We are provincially licenced in each of these provinces and territories, and will service your Account from our Contact Centre(s) located in Ontario. If you ever have a complaint or concern relating to your Account, please contact us first so that we can deal with any matter that may arise.

Non-residents

Tangerine Investments is only permitted to distribute Investment Funds in Canada. If you move outside of Canada temporarily or permanently, we may not be allowed to accept trading instructions from you or do business with you. You will only be permitted to redeem units in your Account(s). If your country of residence changes, you will be responsible for any withholding taxes that you may face. Any transactions you make may also be subject to the laws of your new country of residence.

Neither Tangerine Investments nor any of the Investment Funds it offers are registered with the U.S. Securities and Exchange Commission, and we are not permitted to engage in securities transactions with U.S. Persons.

Our services are not to be seen as an offer or solicitation in the United States of America or its territories or possessions, in the United Kingdom, or in any other country outside of Canada.

Trademark and copyright

Certain names, words, titles, phrases, logos, icons, graphics or designs on our website or in any other materials provided to you from time to time may constitute trade names, trademarks or service marks of Tangerine Investments or other entities affiliated therewith, the use of which may have been licenced among them. The display of trademarks on our website or in any other materials provided to you from time to time does not imply that a licence of any kind has been granted to anyone else. All such information is protected under the copyright laws of Canada and in other countries. Unless otherwise specified, no one has permission to copy, redistribute, reproduce and republish, in any form, any of this information.

Successors and assigns

These Account Terms are binding upon you and each of your successors, assigns and legal representatives. You cannot transfer any of your rights or obligations under these Account Terms to anyone else.

Risks of Borrowing to Invest

Here are some risks and factors that you should consider before borrowing to invest:

Is it right for you?

1. Borrowing money to invest is risky. You should only consider borrowing to invest if:

   1. You are comfortable with taking risk.

   2. You are comfortable taking on debt to buy investments that may go up or down in value.

   3. You are investing for the long term.

   4. You have a stable income.

2. You should not borrow to invest if:

   1. You have a low tolerance for risk.

   2. You are investing for a short period of time.

   3. You intend to rely on income from the investments to pay living expenses.

   4. You intend to rely on income from the investments to repay the loan. If this income stops or decreases, you may not be able to pay back the loan.

You can end up losing money

• If the investments go down in value and you have borrowed money, your losses would be larger than had you invested using your own money.

• Whether your investments make money or not, you will still have to pay back the loan plus interest. You may have to sell other assets or use money you had set aside for other purposes to pay back the loan.

• If you used your home as security for the loan, you may lose your home.

• If the investments go up in value, you may still not make enough money to cover the costs of borrowing.

Tax considerations

• You should not borrow to invest just to receive a tax deduction.

• Interest costs are not always tax deductible. You may not be entitled to a tax deduction and may be reassessed for past deductions. You may want to consult a tax professional to determine whether your interest costs will be deductible before borrowing to invest.

Tangerine Investments should discuss with you the risks of borrowing to invest.

Changes to this agreement

We may change these Account Terms at any time, and we will provide notice of any changes at least 30 days before they take effect. Notice of changes to the Account Terms may be distributed through Investment Fund statements, letters and/or posted on the Tangerine Investments website. If you access or continue to hold Investment Funds in any Account with us after the effective date of the change, you automatically accept the change.

B. Terms that apply to joint Accounts and Accounts for the benefit of others only (in addition to General Terms above)

Joint Accounts

For joint Accounts, we may accept instructions for the Account or deliver mutual fund units, money, property, confirmations, statements and other information to any person authorized to give instructions in respect of the Account. All Account holders will receive confirmations, statements, Annual Fee and Compensation Reports and Annual Performance Reports. All joint Account holders will be responsible for ensuring that the decision-making process in respect of the Account is properly followed. Tangerine Investments will accept instructions from any joint Account holder, without the express authorization of any joint Account holder, to (i) update Account information and the Investor Profile, including risk tolerance, investment objectives and investment time horizon all of which are used to assess suitability of your Investments; (ii) buy or sell units of mutual fund; and (iii) transfer Investment Funds and proceeds of redemptions to any Account holder or other third party. In addition, all joint Account holders are responsible, both individually and jointly, for all of the Account’s debts and liabilities and for all obligations arising from these Account Terms. Each Account holder chooses their own PIN.

In the event of the death of either or any of the joint Account holders, the entire beneficial interest of that joint Account will vest in the surviving Account holder(s) on the established Terms and Conditions associated with the Account. If one of the joint Account holders dies, the surviving Account holder(s) must immediately inform us in writing, and until such time, we may carry out orders and treat the Account as if all Account holders are living. The death of one of the joint Account holders will not in any way affect the right of the surviving Account holder(s) to redeem the investments in the Account(s), subject to all applicable laws relating to succession duties and estate and inheritance taxes. For Quebec residents only, any positive balance will be settled in accordance with the estate of the deceased joint Account holder in keeping with Quebec’s Civil Code and other laws that will apply if one of the Account holders die.

Accounts for the benefit of others – “In Trust”, etc.

We are not required to recognize anyone other than you as having any interest in your Account, except joint Account holders when an Account is a joint Account. For example, if you request that we open an Account in your name, but you use “In Trust” or “As Nominee” or some similar designation, whether or not it is for a specified third party, we will only accept instructions for that Account from you. We are under no obligation to obtain permission from any other person.

If you open an “In Trust” Account, you agree that you are liable to us for all liabilities and obligations respecting the Account in your personal capacity, and not as a Trustee, agent or otherwise. We have no obligation to observe the terms of any trust or agency, whether written, verbal, implied, constructive or otherwise, and you are solely responsible for ensuring any restrictions of the trust and any applicable laws are adhered to. You will be liable to us in connection with your Account in your personal capacity and not as a Trustee, agent or otherwise. You will indemnify us against any loss, claim, damages, liability and expenses of any kind whatsoever arising out of operation of the Account.

You are responsible for making sure that all investment income and capital gains are correctly reported to the Canada Revenue Agency (CRA), according to the attribution rules set by them. If you have questions about the requirements for reporting investment income, you should contact CRA or your own personal tax advisor.

All proceeds from redemptions for “In Trust Accounts” will be payable to an account bearing the same name as the Account (e.g., John Smith, ITF Jane Smith) or, by way of direction in the name of the beneficiary.

You are responsible for ensuring that the assets held “In Trust” are transferred to the Beneficiary when they reach age of majority.

Tangerine Investments – Client Relationship Disclosure, including conflicts of interest

(a) The advisory relationship

We are committed to providing advice that will help our Clients reach their financial goals. When you consult with a Tangerine Investment Funds Advisor, you will be provided with investment product recommendations that are suitable for you based on your Investor Profile and that put your interests first. The suitability of an Investment is determined by the information that we receive from you and record in your Investor Profile. The information you provide in the Tangerine Investment Fund Account enrollment form is used to evaluate product suitability and includes your age, income, net worth, investment experience and knowledge, time horizon, investment objectives and risk profile (your capacity for risk and your tolerance for risk). We also ensure that our recommendations to you, and the action we take for your Account under your instructions, put your interests first.

If your information changes, you should immediately communicate the changes to an Investment Funds Advisor. This information should be reviewed with your Investment Funds Advisor on a yearly basis. If such a review has not taken place within the past 12 months, Tangerine Investments reserves the right to restrict additional transactions in your Account. It is your decision to accept the advice of a representative and provide investment directions. It is your option to not accept advice and provide alternative investment directions. We will only provide you with Investments that you have directed us to provide and that we consider suitable for you. If you choose to purchase investments that are not recommended and that we consider are unsuitable for your Account, you accept the risk of the unsuitable investment. Our Investment Funds Advisors may refuse to accept your instructions to trade in an unsuitable investment. When you purchase Investment Funds from Tangerine Investments, you are dealing with employees of Tangerine Investments who may also be employed by Tangerine Bank and who may sell other Tangerine Bank financial products and services. Activities conducted on behalf of Tangerine Bank are not the business or responsibility of Tangerine Investments. Tangerine Investments is only responsible for the purchases and sales you make of the Investment Funds.

(b) Trusted Contact Person and Temporary Holds

Canadian securities regulations require us to ask you for the name and contact information for a person that you trust (Trusted Contact Person, or TCP), so that we may contact your TCP to assist us in protecting your financial interests and assets in certain circumstances. We may contact your TCP if we notice signs of financial exploitation, or if you exhibit signs of diminished mental capacity which we believe may affect your ability to make financial decisions relating to your Account(s). We may also contact your TCP to confirm your contact information if we are unsuccessful in contacting you after repeated attempts, particularly if our failure to contact you is unusual. We may also ask the TCP to confirm the name and contact information of a legal guardian, executor, trustee or any other personal or legal representative, such as an attorney under a power of attorney. In providing us with the name and contact information of your TCP, you confirm to us that you have your TCP’s permission to give us this information, and that your TCP has agreed to act in this capacity. You will promptly notify us if you’d like to change your TCP. Otherwise we will assume your TCP is the individual you have designated in your most recent documentation. We are not obligated to contact your TCP in any circumstances.

If we have a reasonable belief that you are being financially exploited or that you are experiencing diminished mental capacity which may affect your ability to make financial decisions relating to your Account(s), we may place a temporary hold on your Account or on a particular transaction. We will provide you with a verbal or written notice explaining our actions, in addition to contacting your TCP, as above. On a regular basis, we will review the facts behind the temporary hold to determine whether the temporary hold should continue. We may contact your TCP to discuss our reasons for the temporary hold.

(c) The nature of the products and services we offer

We are the sole distributor of Tangerine Investment Funds, which are managed by Tangerine Investment Management Inc. Both Tangerine Investment Management Inc. and Tangerine Investment Funds Limited are wholly-owned subsidiaries of Tangerine Bank. Tangerine Investment Funds cannot be transferred to other dealers, and as a result, must be redeemed to a cash position in order to transfer to another dealer. A cash transfer may result in tax consequences for non-registered Accounts and may trigger tax on earned income or capital gains. There are no tax consequences if cash transfers are from one registered Account to another registered account. Investment Funds Advisors with Tangerine Investments are licenced across Canada, and will supply information as needed to assist Clients with their investment decisions. Services offered by Investment Funds Advisors include Account opening and maintenance of Client Accounts for both Tangerine Investments and any other mutual fund products that continue to be a part of our existing offering.

You may acquire only Tangerine Investment Funds in your Account with us. In making recommendations for investments in Tangerine Investment Funds, our representatives will not consider other mutual funds or investments or whether those funds or investments would be better, worse, or equal in meeting your investment needs and objectives.

Because you will be investing in publicly offered mutual funds, you will generally have the right to redeem the securities you hold at their applicable net asset value. Some mutual funds (if you transferred them into your Account) may require you to pay a deferred sales charge on redemption. Mutual funds may suspend the right to redeem, but this will only occur if there are significant market concerns preventing the mutual fund from being able to trade securities they hold or calculate net asset value.

You should note that Tangerine Investments is indirectly wholly owned by The Bank of Nova Scotia, such that we are a member of the Scotiabank group of registrants and companies. This means we or Tangerine Investment Management Inc. may do business with other members of the Scotiabank group, including our affiliates 1832 Asset Management L.P. We or Tangerine Investment Management Inc. will only do this when we consider that such firms can provide services to us that are in the best interests of our Clients and investors.

You may also acquire Tangerine Bank Guaranteed Investments (GIC) and Savings Accounts through Tangerine Investments.

(d) Our procedures regarding handling of cash and cheques

Tangerine Investments does not accept cash transactions under any circumstances. A Client may transact with Tangerine Investments using a pre-printed cheque drawn on a bank account with a recognized Canadian financial institution, made payable to Tangerine Investment Funds Limited, or by an established domestic link (EFT) in Canadian currency only.

Non pre-printed cheques (i.e. cheques that do not detail Client name, address, or phone number) are accepted after the funds have been cleared with the financial institution. We use our Clients’ cheques as a way to confirm their identity, so third party cheques cannot be used for this purpose. However, for a spousal RSP Investment Fund Account contribution, if both parties are Clients of Tangerine Bank, an appropriate third party cheque can be presented.

Tangerine Investments will not accept endorsed cheques for deposit/purchase or to set up links to an External Account under any circumstances. We also will not accept cheques payable to an Investment Funds Advisor, and our Investment Funds Advisors are prohibited from accepting cash for settlement of transactions.

(e) Suitability of orders and recommendations

When a Client opens an Account with Tangerine Investments, we obtain information about the Client’s investment objectives, risk profile (risk capacity and risk tolerance), time horizon and general financial condition. We use this to create an Investor Profile. Regulations require us to maintain Client records and revisit their profile on a per transaction basis, but at a minimum annually, as well as whenever we become aware of a material change in their circumstances. Any guidance provided by Investment Funds Advisors will be based on the Client’s profile, so it is necessary that Client information be kept up-to-date and accurate at all times. Investment Fund dealers are required by law to ensure that each recommendation or trade proposed by the Client is suitable for them, based on their investment objectives, risk profile, and other personal financial circumstances. All investment recommendations provided to you must put your interests first in order to be suitable under applicable securities laws.

(f) Investor Profile terms and definitions

Once a year, Tangerine Investments will contact Clients in order to ensure that the Investor Profile information on file remains current and accurate. The following terms (based on their definitions) are what is being confirmed.

Risk profile – Your risk profile is determined by your willingness, ability and capacity to assume risk.

Risk capacity – Your risk capacity is determined by 5 elements:

• Income: Your total gross income, which could include employment, rental, pension, investment income, etc.

• Net worth: Your total assets minus liabilities

• Liquidity: Likelihood of drawing down on your investment before the desired time horizon

• Asset concentration: The percentage of your total investments and savings invested in your Account

• Age group

Time horizon – The amount of time until you will need to access a significant portion of the money invested in the Account.

Investment objective – A financial goal that helps determine the type of investments you make. For example, if you want a source of regular income, you might select a portfolio of high-rated bonds and dividend-paying stocks, or if you had growth as an objective, your portfolio might consist of equities.

Investment knowledge and experience – Your experience with investing in securities and knowledge of how stock markets behave.

We will also contact you at least every 36 months to review the holdings in your Account to ensure that they remain suitable for you in accordance with your Investor Profile on file with us (and updated by you).

(g) Content and frequency of reporting

Clients are sent trade confirmations promptly, within two business days after a trade has been completed. For an Automatic Savings Program, a single trade confirmation is sent after the initial purchase. Each trade confirmation details the following:

1. the quantity of units and name of the mutual fund

2. the price per unit effective at the time of the trade

3. the amount of the transaction

4. our name

5. the type of Account through which the trade was conducted

6. the commission, if any, charged in respect of the trade

7. the amount deducted by way of sales and service charges

8. the trade date

9. the settlement date

Account statements will be delivered to all Clients on a quarterly basis. Account statements detail the following:

1. the opening and closing balances

2. all debits and credits

3. the quantity of units and description of each mutual fund purchased, sold or transferred and the dates of each transaction

4. the quantity of units and description and market value of each mutual fund held for the Account

5. the type of Account and Account Number

6. the period covered by the statement

7. name, address and telephone number for Tangerine Investment Funds Limited.

An Annual Fee and Compensation Report will be delivered to all Clients within 10 days of the year-end statement, described above. This report provides a summary of all the costs and compensation you paid to Tangerine Investment Funds Limited over the previous year. This will include the amount of trailing commissions we receive over the past year – please see the discussion below about trailing commissions.

An Annual Investment Performance Report will be also delivered to all Clients within 10 days of the year-end statement. This report provides information on the performance of your Account holdings, highlighting the change in value of your Investment and including a personal rate of return.

(h) Costs

Mutual funds pay a management fee to their manager (Tangerine Investment Management Inc. in the case of the Investment Funds) as compensation for the management and other services provided by the manager to the mutual funds. A portion of the management fee paid to the manager by each Investment Fund in which you invest is paid by the manager to Tangerine Investments in the form of a trailing commission. Each Investment Fund also generally pays other operating charges, which, when combined with the management fees paid by the Fund, equals the management expense ratio for the Fund. These fees and charges, including the trailing commissions paid, are described in the Prospectus and the Fund Facts document for each Fund. You do not pay any of these fees directly; however, they do affect you because they reduce your return from your investment in the Fund and the overall performance of your Account. You should note that every dollar taken out to cover fees is one dollar less to invest in your Account. The impact of these fees compound over time as a deduction to the overall value of your Account and over larger periods of time, this impact increases. Our Investment Funds Advisors can answer any questions you may have about the fees and expenses payable by each Investment Fund in which you invest. We encourage you to review the Fund Facts document about the Investment Funds in which you will invest prior to investing.

You may also be charged by Tangerine Investment Management Inc. a short-term trading fee if you redeem or switch the mutual fund securities you acquired within a specific time period. This fee is paid to the Fund each time you redeem or switch the mutual fund you acquired within the specified time period and compensates the Fund for the effects of short-term trading. 

The Investment Fund manager, Tangerine Investment Management Inc., pays Tangerine Investments a trailing commission in recognition of the services provided for as long as an investor owns units of the Investment Fund. Investment Fund managers are required to prepare and file a Simplified Prospectus and Fund Facts document for all Funds offered. Fees, expenses and dealer compensation for each Tangerine Investment Fund are disclosed and explained in the Investment Fund’s Simplified Prospectus and Fund Facts. Each Simplified Prospectus and Fund Facts document for the Investment Funds is available at tangerine.ca and can be provided to you in paper format upon request.

(i) Trust Account Interest Rates

Current rates on Tangerine Investments Trust Account – 0.00%.

(j) Investment performance benchmarks

You may assess the performance of your investments by comparing them to an investment performance benchmark. Benchmarks show the performance over time of a select group of securities. There are many different benchmarks. When selecting a benchmark, care must be taken to choose a benchmark that reflects your investments. For example, the S&P/TSX Composite Index follows the share prices of the largest companies listed on the Toronto Stock Exchange. The S&P/TSX Composite Index would be a good benchmark for assessing performance of a Canadian Equity fund that only invests in large Canadian companies. It would be a poor benchmark if your investments are diversified in other products, sectors or geographic areas. We do not provide benchmark comparisons in our Account reporting.

Tangerine Investment Management Inc., as manager of the Tangerine Investment Funds, compares the performance of each Fund against an appropriate benchmark. This performance comparison is provided to you in the management reports of Fund performance that are available online.

Conflicts of interest

There will be situations where a conflict will arise between our interests and/or our Investment Funds Advisors and your interest. These conflicts may be actual conflicts of interest or you may perceive that we or our Investment Funds Advisors have a conflict of interest. Conflicts can give rise to a concern that we or our Investment Funds Advisors may act or will act with a view to their own business or personal interest.

Canadian securities laws require us to take reasonable steps to identify and respond to material conflicts of interest in your best interest and tell you about them, including how the conflicts might impact you and how we address them in your best interest.

We seek to avoid or minimize conflicts where reasonably possible. We seek to avoid actual or perceived favouritism or discrimination amongst Clients and to ensure that no Client receives preferential treatment over another in the operation and management of their Account and execution of trades. Some conflicts cannot be avoided, including those conflicts that are inherent in our relationship with Tangerine Bank and with our affiliates arising out of our membership in the Scotiabank group. It is important that you are fully informed regarding our conflicts, including how we address them in your best interests. 

This conflicts disclosure sets out important information regarding our material conflicts of interest. These are described in this conflicts disclosure, along with the potential impact on you and risk that the conflict could pose to you and how we address the conflict to minimize its impact and risks to you and our other Clients.

In situations where we do not or cannot avoid a conflict of interest, where our interests may compete with yours, we will always give your interests priority to ours, which allows you to be confident that we address conflicts in your best interest. Generally speaking, we deal with and manage conflicts as follows:

• We avoid conflicts which are prohibited by law, as well as conflicts that we cannot effectively control in your best interest.

• Our Investment Funds Advisors are required to comply with various policies and procedures, which are designed to ensure that our Investment Funds Advisors follow ethical and Client-first business practices. These policies and procedures include the Scotiabank Code of Conduct and Tangerine Investments Policies and Procedures Manual.

• We are a separate entity from Tangerine Bank and the other members of the Scotiabank group. We control or manage acceptable conflicts by physically separating different business functions and restricting the internal exchange of information.

• Our internal compensation practices are designed to ensure that Investment Funds Advisors are not incented or influenced to make investments in your Account in specific issuers or financial products.

• For each material conflict, we seek to resolve it in your best interest.

• We disclose information about conflicts material to you so that you can assess independently if these conflicts are significant to you.

Material Conflicts Arising from Being a Member of the Scotiabank Group

We are a wholly-owned subsidiary of Tangerine Bank, which in turn is a subsidiary of Scotiabank. Our relationship to Scotiabank and its other financial services subsidiaries (the Scotiabank group) creates conflicts of interest when we provide products and services to you that are sourced from or provided by other members of the Scotiabank group. 

Scotiabank and its various financial services subsidiaries, including Tangerine Bank and the Tangerine registrants, are commercial businesses and seek to maximize profits while providing fair, honest and appropriate services to Clients. This means we may encourage you to do more business with us and the other members of the Scotiabank group, and we may engage our affiliates to provide us with products and services for your Account, but will always do so in a way that we consider in your best interests. We will only enter into these transactions or arrangements where they are permitted under applicable securities laws and where we believe they are in your best interests.

Although we are under common ownership with the other members of the Scotiabank group and may from time to time have directors and officers in common with these other firms, we are a separate and distinct corporate entity.

We generally carry on activities independent of the other firms owned by Scotiabank. However, from time to time there may be certain cooperative business arrangements between us and the other firms, such as arrangements relating to introduction of Clients, distribution of products, advisory relationships or administrative support.

In addition to applicable regulatory provisions and contractual provisions respecting any business arrangements that may exist between us and the other Scotiabank group firms, the directors, officers and employees of each of the firms are subject to Guidelines or Codes of Conduct governing their actions. These Guidelines and Codes of Conduct are supplemented by our internal compliance policies and procedures.

In all cases, the conflicts described in this section raise perceptions that we will favour the business interests of the various members of the Scotiabank group, when the products and services we provide to you that are sourced from or provided by those members may not be in your best interests. These conflicts and how we manage them to ensure that we act in your best interests are described below.

Recommendations for Investments in Tangerine Investment Funds

We will make recommendations to you to invest in Investment Funds managed by our affiliate Tangerine Investment Management Inc. or other savings products offered by our affiliate Tangerine Bank. You may not invest in any other mutual funds, although you may hold in your Account securities of third party mutual funds as an accommodation to you. This means that when considering and recommending products that are suitable for you, we will not consider other proprietary products nor any non-proprietary products or whether those products would be better, worse, or equal in meeting your investment needs and objectives.

We manage the conflicts inherent in Clients opening Accounts and investing in Tangerine Investment Funds by conducting thorough due diligence on those Funds with a view to ensuring that such products are suitable for the range of Clients opening Accounts with us. Our Investment Funds Advisors make recommendations to you on the different Tangerine Investment Funds that they consider are suitable for you and put your interest first. Since our Investment Funds Advisors only recommend Tangerine Investment Funds to Clients and receive compensation that is based on such recommendations, they do not face the conflicts that would be present if they had the ability to also recommend investments in other third party products and services and receive compensation in respect of those recommendations.

Our affiliate Tangerine Investment Management Inc., the manager of the Tangerine Investment Funds, receives revenues due to your investment in the Tangerine Investment Funds, a portion of which it pays to us by way of trailing commission. Tangerine Investment Management Inc. engages our affiliate 1832 Asset Management L.P. to manage certain of the Tangerine Investment Funds in which you may invest. 1832 Asset Management L.P. earns revenues based on your investment in these Investment Funds.

Our Investment Funds Advisors are not incented to make recommendations for one Tangerine Investment Fund over another.

Tangerine Investment Management Inc. manages conflicts of interest inherent in managing Tangerine Investment Funds, including causing those Funds to invest in securities issued by or traded by other members of the Scotiabank group or investing in securities underwritten by dealers that are members of the Scotiabank group, in the best interests of the applicable Funds and obtains approvals and positive recommendations from the Independent Review Committee for the Funds, as appropriate before taking such actions. The conflicts of interest considered by the Independent Review Committee for Tangerine Investment Funds are disclosed in the Independent Review Committee's annual report which is available on the Tangerine website.

Certain senior officers of our firm may also be officers of Tangerine Investment Management Inc. This occurs when the respective directors of our firms consider there are appropriate efficiencies and synergies for such sharing of officers, and the individual can carry out their roles with both firms appropriately and without conflict. This will only occur if the directors consider that this dual role does not cause any additional conflicts of interest for both firms, or if there any additional conflicts, they can be managed appropriately in the best interests of our respective Clients. 

Tangerine Guaranteed Investments (GIC) and Savings Accounts

You may also deposit into Tangerine Bank GICs and Savings Accounts. You may not acquire any other GICs through Tangerine Investments. This means that when considering and recommending products that are suitable for you, Tangerine Investments will not consider other proprietary products nor any non-proprietary products or whether those products would be better, worse, or equal in meeting your investment needs and objectives.

Compensation of Investment Funds Advisors

The compensation that is paid to our Investment Funds Advisors depend, in part, on the levels of sales. Investments you make in long-term Investment Funds will give our Investment Funds Advisors a higher level of compensation, all other things being equal. In all cases, we ensure that any recommendations made to you by our Investment Funds Advisors are suitable for you, having regard to your financial and personal circumstances. We also ensure that overall performance of Investment Funds Advisors is measured based on specific performance measures, of which level of sales and type of sales is only one part. Compensation of Advisors is based on the results of the performance scorecards.

Referral arrangements

You may have been referred to Tangerine Investments by participating in the Refer a Friend program administered by Tangerine Bank. Under this referral arrangement, Clients of Tangerine Bank can refer other Clients to Tangerine Bank and Tangerine Investments, and may receive a referral Bonus. The referred Client will also receive a referral Bonus as a deposit to an Account held at Tangerine Bank or with an affiliate. All activities requiring registration with the provincial securities commissions in servicing Clients’ Accounts are performed by Tangerine Investments. Participants in the Refer a Friend program may not be registered to provide investment advice. Investors referred to Tangerine Investments should ensure that the product or service fulfills their requirements. For additional details on how the Refer a Friend program works, please see tangerine.ca/referafriend.

You may also have been referred to us by another member of the Scotiabank group. Or, you may be referred by us to another member of the Scotiabank group that is qualified and licenced or registered to offer you products or services not offered by us. The purpose of these referrals is to introduce you to experts within the Scotiabank group who are best suited to help you achieve your financial goals.

A referral fee may be paid if a referral arrangement is entered into between us and a person or entity outside of the Scotiabank group. Details of these referral arrangements, including the manner in which the referral fee for referral services is calculated and the party to whom it is paid, will be provided to referred Clients. All services resulting from a referral arrangement relating to your Account which require registration under applicable securities laws will be provided by the registrant receiving the referral.

Policies and procedures have been adopted by the Scotiabank group to assist in identifying and addressing any conflicts of interest that may arise from these referral arrangements.

Related Registrants

The following is a list of registrants under the Securities Act (Ontario) which are wholly owned, directly or indirectly, by The Bank of Nova Scotia:

1832 Asset Management

Jarislowsky, Fraser Limited

MD Financial Management Inc.

MD Management Limited

Scotia Capital Inc.

Scotia Managed Companies Administration Inc.

Scotia Securities Inc.

Tangerine Investment Funds Limited

Tangerine Investment Management Inc.

Although we are under common ownership with the other registrants and may from time to time have directors and officers in common with the other registrants, we are a separate and distinct corporate entity.

We generally carry on our activities independent of the other registrants. However, from time to time, there may be certain co‑operative business arrangements between us and the other registrants. These include arrangements related to referral of Clients, distribution of products or administrative support.

Other material conflicts

Outside business activities: At times, our Investment Funds Advisors may participate in outside business activities such as serving on a board of directors, participating in community events or pursuing personal outside business interests.

• We have policies in place which require Investment Funds Advisors to disclose situations where a conflict of interest may arise prior to engaging in any outside business activity in order to determine how such conflicts may be addressed.

• Our Investment Funds Advisors may only engage in such outside business activities if approved by an applicable supervisor pursuant to our policies.

Gifts and entertainment: Our executives and Investment Funds Advisors are not permitted to accept gifts or entertainment beyond what we consider consistent with reasonable business practice and applicable laws. We set maximum thresholds for such permitted gifts and entertainment so that there cannot be a perception that the gifts or entertainment will influence decision-making.

Personal dealings with Clients: From time to time, our executives and Investment Funds Advisors may have a relationship with our Clients, but are not permitted to provide any different services or recommendations to those Clients than they would be unrelated Clients.

Declaration of Trust

Tax-Free Savings Account Declaration of Trust

We, Concentra Trust, hereby declare that we accept the trust created between us and the Holder when the Application was signed, upon the following terms:

1. Definitions:

The following definitions apply:

“Agent” Tangerine Investment Funds Limited

“Contribution” Any amount paid or Qualified Investment deposited into your Tax-Free Savings Account (TFSA) by you.

“Holder” As defined by the Income Tax Act, until your death, is you, and, at and after your death, your Spouse who acquires the rights as Successor Holder as appointed by you.

“Income Tax Act” The Income Tax Act (Canada), and regulations thereto, both as amended from time to time.

“Prohibited Investment” Shall have the meaning of the term “prohibited investment” as set out in subsection 207.01(1) of the Income Tax Act.

“Qualified Investment” Shall have the meaning of the term “qualified investment” as set out in subsection 207.01(1) of the Income Tax Act.

“Spouse” As recognized in the Income Tax Act as your Survivor for the purposes of Tax-Free Savings Accounts and, where applicable, incorporates the meaning of the term “common-law partner” as set out in Subsection 248(1) of the Income Tax Act.

“Survivor” Of an individual means another individual who is, immediately before the individual’s death, a spouse or common-law partner of the individual.

“TFSA” The Tangerine Investment Funds Limited Tax-Free Savings Account consisting of the Application and this Declaration of Trust.

“Trustee”, “we”, “our” and “us” Concentra Trust

2. Registration:

We will file an election to register this arrangement as a TFSA under the Income Tax Act. If registered, this TFSA will be a “qualifying arrangement” as that term is defined in subsection 146.2(1) of the Income Tax Act. However, the arrangement will not be considered a qualifying arrangement unless the Holder is at least 18 years of age at the time the arrangement is entered into.

3. Contributions:

We will only accept Contributions made by you, and we will hold all Contributions made to your TFSA, and any income earned on these Contributions, as outlined in this Declaration of Trust and as required by the Income Tax Act.

4. Withdrawal of Contributions:

Upon receipt of your written application (or in such other manner as may be acceptable to the Trustee), we will refund to you the amount determined in accordance with Paragraph 146.2(2)(d) of the Income Tax Act.

You are permitted to make withdrawals from the TFSA at any time. However, you may be restricted due to the conditions imposed by terms of the investments held in your TFSA.

5. Record Keeping:

We will record the details of all Contributions to your TFSA, their investment, and of all payments from your TFSA. We will supply you with a statement of these details at least annually. We will complete the regulatory reporting as required by the Income Tax Act.

6. Investment:

All Contributions made to your TFSA and all income earned on these Contributions will be deposited or invested with our Agent in eligible deposits or equity accounts, in accordance with the Income Tax Act, as directed by you in your Enrollment Form.

The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility that the TFSA holds a non-Qualified Investment; however, you are also responsible for ensuring that the investments held in your TFSA are at all times Qualified Investments. We may request additional documentation from you proving the investment to be purchased is a Qualified Investment. The Trustee reserves the right to refuse to hold or accept certain investments even though they may be Qualified Investments. If the TFSA holds a non-Qualified Investment, the Trustee may, at its sole discretion, withdraw such non-Qualified Investment from the TFSA in specie, or by way of realization of the investment in cash, and the Trustee shall not be responsible for any loss which arises therefrom.

You are solely responsible for ensuring the investments held under the TFSA do not at any time include a Prohibited Investment.

In the event the TFSA acquires an investment that is a non-Qualified Investment or if property held in the TFSA becomes a non-Qualified Investment, the Trustee will notify you and the Canada Revenue Agency (the “CRA”) of details of that investment and you may be liable for reporting and payment of taxes under the Income Tax Act.

7. Transfers:

We will transfer all investments held in your TFSA, or such portion as you direct, to another TFSA registered in your name, or in the name of your Spouse, or former Spouse, pursuant to a decree, order or judgment of a competent tribunal or a written separation agreement, relating to a division of property between yourself and your Spouse or former Spouse in settlement of rights arising out of your marriage/ common-law partnership, on or after the breakdown of your marriage/common-law partnership. Any transfer is subject to the terms of the investments under the TFSA, and compliance with all requirements under the Income Tax Act. We may, at our discretion, charge a fee for each transfer out of the TFSA.

8. Successor Holder Election:

In those provinces where the law so permits, you may elect to have your surviving Spouse become the holder of your TFSA after your death.

9. Beneficiary Designation:

You may designate a Beneficiary, in those provinces and territories where the law so permits, to receive the remaining proceeds of your TFSA in the event of your death while your TFSA continues to exist and where your Spouse did not become entitled to all future rights under the TFSA as permitted under Clause 8. Details of our requirements for making, changing or revoking such a designation are available from the offices of the Agent. You may make, change or revoke your designation in compliance and in a manner and form acceptable to the Trustee. The Trustee will be fully discharged of any liability under the Declaration of Trust upon payment or transfer of your TFSA to your designated beneficiary, notwithstanding any determination that the designation may be found invalid as a testamentary instrument.

10. Death:

Where you have not properly elected to have your Spouse become the holder of your TFSA as provided for by Clause 8, we will, once we have received the documentation we require, pay the TFSA proceeds by a single payment, less required income tax deductions, to your designated Beneficiary and notify your estate representative of any resulting tax liability. You authorize us to release information about your TFSA to your estate representative. Where you have designated a trustee as your beneficiary, upon payment to the trustee we are fully discharged from any obligation to see to the due execution of any trust imposed on such trustee. In instances where you have not designated or in instances where your designated beneficiary has predeceased you, the proceeds of your TFSA will be paid or transferred as a single payment, less required income tax deductions, to your estate. When we have made the payment of the TFSA proceeds to your designated Beneficiary or to your estate, we will be considered as fully discharged from any further liability with respect to your TFSA.

11. Your Responsibilities:

It is your responsibility to ensure, that:

1. the Contributions to the TFSA do not exceed the allowable maximum under the Income Tax Act;

2. the Holder residency requirement is met at each particular time a Contribution is made to the TFSA;

3. all assets acquired by your TFSA are and continue to be Qualified Investments;

4. all assets acquired by your TFSA do not at any time include Prohibited Investments;

5. you provide your correct residential address, email address, and telephone number and advise the Agent, in writing (or such other manner as may be acceptable to the Trustee), immediately upon any change in address, telephone number or residency;

6. your birthdate and social insurance number as recorded on your application are accurate.

12. No Advantage:

No advantage, as defined under subsection 207.01(1) of the Income Tax Act, that is conditional in any way on the existence of the TFSA may be extended to you or any person with whom you do not deal at arm’s length other than those advantages and benefits which may be permitted from time to time under the Income Tax Act.

13. Amendments:

We may from time to time amend your TFSA by giving you notice of such change. Any amendment cannot, however, be contrary to the provisions of the Income Tax Act.

In the event of changes to the Income Tax Act, your TFSA will be considered to have been amended to conform to such changes effective the date such changes come into force.

Your TFSA will comply with the prescribed conditions under the Income Tax Act.

14. Notices:

Any notices given to us by you under this TFSA shall be sufficiently given if mailed, postage prepaid by you, to any of our offices and shall be deemed to have been given on the day that such notice is received by us. Any notices given by us to you shall be sufficiently given if mailed, postage prepaid by us, to you at your last address supplied by you or, subject to applicable law, sent by email or other electronic communications and shall be deemed to have been given on the day of mailing or sending.

15. Limits of our Liability:

The Trustee will not provide any investment advice regarding any of the assets held or acquired by your TFSA and shall act solely on your instructions or those of your authorized agent. The Trustee shall not otherwise be liable for the making, retention or sale of any investment or reinvestment as herein provided or for any loss or diminution of the assets comprising the TFSA except due to our negligence or wrongful act. The Trustee may, without your instructions, apply any cash held in the TFSA for the payment of fees or expenses or taxes, interest, penalties or charges (“Liabilities”) levied or imposed on the TFSA or upon us (excluding amounts imposed under the Income Tax Act for which the Trustee is liable other than any such amounts for which the Trustee is jointly liable with the TFSA or amounts the Trustee has paid on behalf of the TFSA and is entitled, pursuant to the Income Tax Act, to recover from the TFSA). Where there is insufficient cash, the Trustee may, in its sole discretion, liquidate all or a portion of the TFSA assets in order to realize sufficient cash to make the payment. Neither the Trustee nor the Agent shall be responsible for any loss occasioned by any such realization. You and your heirs, executors and administrators shall at all times indemnify us and save us harmless in respect of any Liabilities levied or imposed upon us in respect of the TFSA, to the extent permitted by applicable law.

16. TFSA Trust Borrowing Prohibited:

This TFSA is a trust arrangement and is prohibited from borrowing money or other property for the purpose of this TFSA.

17. Use of TFSA as Security for a Loan:

You may not use your interest or, for civil law, right in the TFSA as security for a loan or other indebtedness unless agreed by us in writing. If agreed to, then

1. the terms and conditions of the indebtedness must be those which persons dealing at arm’s length from each other would have entered into;

2. it must be reasonable to conclude that none of the main purposes for such use is to enable a person (other than you) or a partnership to benefit from the exemption from tax provided by the TFSA; and

3. to the extent that the provisions of the second paragraph of Section 4, Section 7 and the first paragraph of Section 19 hereof are inconsistent with using an interest or right in the TFSA as security for a loan or other indebtedness, they will not apply.

18. Trustee’s Financial Conditions:

We or the Agent shall provide you with a copy of the fee schedule in effect from time to time. We shall be entitled to such fees and to reimbursement for all expenses reasonably incurred by us in administering the TFSA as may be provided for in any fee schedule in effect at that time. The fees payable to us are subject to change provided that you shall be given at least 30 days’ notice prior to any change in such fees becoming effective. The Agent (or an affiliate) in its capacity as your investment advisory firm may also charge fees, commissions and expenses to the TFSA. Notwithstanding any other provision contained herein, we shall be entitled to additional fees for extraordinary services performed by us from time to time commensurate with the time and responsibility involved. We are fully authorized by you to sell investments of the TFSA in order to realize sufficient monies for the payment of the above fees and expenses and to withdraw payment from the assets of the TFSA without seeking your prior approval or instruction.

19. Other Conditions:

We will maintain this TFSA for the exclusive benefit of you, and while you are the Holder under your TFSA, no one other than you or us shall have rights to the TFSA relating to the amount and timing of distributions and the investment of funds.

20. Resignation of Trustee:

The Trustee may resign as trustee or the Agent may remove the Trustee as trustee by providing such notice as may be required under the terms of an agreement entered into between the Trustee and the Agent. If the Trustee resigns or is removed, the Agent, on behalf of the Trustee, will deliver 30 days’ notice to you. In the event of the resignation or removal of the Trustee, the Agent shall appoint a successor Trustee who will be acceptable to the Trustee. We will deliver the property comprised of the investments within the TFSA and the related records, and will execute such deeds and assurances and do such things as may be requisite in order to ensure the continued and uninterrupted operation of the TFSA. We will give the successor trustee all the information necessary for the continued administration of the TFSA. If the Agent neglects or refuses to appoint a successor Trustee who will be acceptable to us, we reserve the right to appoint a successor trustee on your behalf, or transfer assets in specie to you as a withdrawal from your TFSA.

21. Application for Advice and Direction:

If there is a disagreement or dispute over the entitlement to the TFSA proceeds on your death, upon your relationship breakdown with your Spouse or former Spouse, on the enforcement of any legal demand or claim against the TFSA assets, or if we after reasonable efforts are unable to locate you or obtain your instructions in connection with any aspect of this TFSA, the Trustee, where the applicable law permits, reserves the right to, and may at its sole discretion, apply to the court for advice and direction or pay the TFSA proceeds into court. The Trustee is entitled to recover all of its legal fees and disbursements that it incurs in this regard from the TFSA.

22. Ultimate Responsibility:

We have entered into an Agency Agreement with the Agent purposes of administration of this TFSA. However, we are ultimately responsible for the administration of the TFSA in accordance with the Income Tax Act.

Self-Directed Retirement Savings Plan Declaration of Trust

Concentra Trust, a trust company incorporated under the laws of Canada (hereinafter referred to as the “Trustee”, “we” or “us”), hereby declares that it agrees to act as Trustee for the Annuitant as defined in the Income Tax Act (hereinafter referred to as “you”) named under the Tangerine Investment Funds Limited Self-Directed Retirement Savings Plan Application which, with the Declaration of Trust and the addendum or addenda thereto, where applicable, (hereinafter referred to as the “Plan”), forms the application for the accumulation of mutual fund securities (hereinafter referred to as “Securities”) specified by you from time to time.

1. Registration:

We will apply for registration of the Plan in accordance with the Income Tax Act (Canada), (the “Act”), and if applicable, the provisions of any income tax legislation of the province or territory indicated by you as your address on the Application. The Plan will at all times comply with all relevant provisions of the Act, and if applicable, the Taxation Act (Quebec), with respect to RSPs. You agree to be bound by the Terms and Conditions imposed on the Plan by the above legislation.

2. Appointment of Agent:

We have appointed Tangerine Investment Funds Limited (the “Agent”) to perform certain administrative duties relating to the operation of the Plan. However, we will remain ultimately responsible for the administration of the Plan pursuant to the provisions of this Declaration of Trust.

3. Contributions:

We will accept contributions of cash or Securities as may be made by you or your spouse, which together with the investment income thereon will constitute a trust fund (the “Trust Fund”) to be used, invested and held subject to these terms. If Securities are not available for investment, we may suspend or terminate your right to make further contributions to the Plan.

4. Investment of Deposits:

Each cash deposit received by us under the Plan will be invested as indicated by you in units of a mutual fund(s) (the “Fund” or the “Funds”) named on the Application at the net asset value on the valuation date next following our receipt of such deposit. All cash dividends or distributions we receive with respect to any investments we make pursuant to the provisions here will be reinvested by us in units of the Fund or Funds from which such dividends or distributions were received at the net asset value. All investments we make for you will be credited to your Account.

We will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility that the Plan holds a non-qualified investment; however, you are also responsible for ensuring that the investments held in your Plan are at all times qualified investments. We may request additional documentation from you proving the investment to be purchased is a qualified investment. The Trustee reserves the right to refuse to hold or accept certain investments even though they may be qualified investments. If the Plan holds a non-qualified investment, the Trustee may, at its sole discretion, withdraw such non-qualified investment from the Plan in specie, or by way of realization of the investment in cash, and the Trustee shall not be responsible for any loss which arises therefrom.

You are solely responsible for ensuring the investments held under the Plan do not at any time include a prohibited investment.

In the event the Plan acquires an investment that is a non-qualified investment or if property held in the Plan becomes a non-qualified investment, the Trustee will notify you and the Canada Revenue Agency (the “CRA”) of details of that investment and you may be liable for reporting and payment of taxes under the Act.

5. Annuitant’s Account:

We will maintain an Account in your name showing all contributions made to the Plan and all investment transactions made at your direction. We will forward to you, at least annually, a statement showing all contributions and investment transactions made and all income earned and expenses incurred during such period.

6. Contribution Receipts:

If applicable, we will provide you or your spouse with a receipt, or receipts, showing contributions by you or your spouse during the preceding calendar year and within 60 days thereafter.

7. Payment Before Maturity:

At any time before the commencement of a retirement income payment, you may request that we pay to you, as a payment or refund of premiums as permitted under paragraph 146(2)(a) of the Act, all or any part of the assets held under the Plan, subject to applicable withholding tax, and we may liquidate any investments held under the Plan to the extent deemed necessary for that purpose.

8. Excess Contributions:

It is the responsibility of you or your spouse, if applicable, to ensure that no contribution exceeds the maximum permitted under the Act. We will, upon receipt of an approved application by you or your spouse, as the case may be, in accordance with the Act, refund to that applicant an amount as defined in paragraph 146(2)(c.1) of the Act required to reduce the amount of tax otherwise payable under Part X.1 of the Act. We may liquidate investments held under the Plan to the extent deemed necessary for that purpose.

9. Retirement Income:

The value of the property held in the Plan we maintain for you will be invested, used and applied by us for the purposes of providing you with a retirement income in accordance with the Act.

You will, upon 90 days’ written notice to us (or in such other manner as may be acceptable to the Trustee), specify the date for the commencement of a retirement income, which date shall not be later than the maturity date provided in the Act (such date being referred to here as “the Maturity Date”). This notice will indicate the name of the company from which the retirement income will be purchased and will instruct us to liquidate in the Plan and to apply the proceeds for the provision of a retirement income. You may choose to receive income from any one of, or any combination of, a life annuity, a fixed term annuity providing benefits for a term of years equal to 90 minus the age in whole years of the Annuitant at the Maturity of the Plan (or the Annuitant’s spouse if the spouse is younger, and the Annuitant so elects to use the spouse’s age), a registered retirement income fund or other retirement income option that may be provided for in the Act. If the retirement income you choose to receive is an annuity, it must meet the following conditions:

1. It must be paid out in a single lump sum if it becomes payable to someone other than your spouse upon or after your death.

2. It must be paid in equal annual or more frequent periodic payments until such time as you fully or partially commute this retirement income and, where such commutation is partial, equal annual or more frequent periodic payments thereafter.

3. It must not provide for any increase in the amount of the periodic payments as a result of your death where payments are to continue to your spouse following your death.

4. It may not be assigned in whole or in part.

10. Failure to Select Retirement Income:

If you have not advised the Trustee in writing (or such other manner as may be acceptable to the Trustee) at least 90 days (or such shorter notice as the Trustee may in its sole discretion permit) prior to the maturity date provided in the Act of your selection of a retirement income, and provided that the Plan meets the following criteria (the “RIF Criteria”): (i) the Plan has a minimum fair market value of $10,000 (or such greater or lesser amounts as the Trustee may determine in its sole discretion); and (ii) the assets held under the Plan may in the opinion of the Trustee reasonably be converted to cash to readily pay a cash income stream from a retirement income fund, then the Trustee will transfer the property under the Plan to a retirement income fund for you trusteed by the Trustee prior to the end of December 31st of the year in which your Plan is required to mature and will apply for registration of your retirement income fund under the Act. For purposes of the retirement income fund, you will be:

1. deemed not to have elected to have your spouse to continue to receive payments after your death;

2. deemed not to have made any designation of beneficiary to receive the proceeds of your retirement income fund on your death;

3. deemed to have elected to use your age for purposes of calculating the minimum amount under the Act; and

4. bound by the terms of the Declaration of Trust made under the retirement income fund then in force.

If the RIF Criteria are not met, the Trustee may, in its sole discretion, on or after December 1st of the year in which your Plan is required to mature, but before December 31st of that year, elect to:

1. (i) sell all or a portion of the assets within the Plan and/or (ii) transfer all or a portion of the assets within the Plan in specie and pay the same to you as a withdrawal from your Plan; or

2. transfer the property held under the Plan to a retirement income fund established for you in the manner described above.

11. Death of Annuitant:

If you die prior to the provision of a retirement income, we will, upon receipt of satisfactory evidence, realize your interest in the Plan, and subject to the deduction of all proper charges, including income tax, if any, required to be withheld, the proceeds of this realization will be held by us in trust. The proceeds will be paid in a lump sum to your legal personal representatives, upon such representatives furnishing us with documentation as may be required or as counsel may advise, unless there is a validly designated Beneficiary, as provided in Section 12, or by will, in which case the proceeds will be payable in a lump sum to such designated Beneficiary upon receipt of such releases and other documents as may be required or as counsel may advise. Where we have made the payment to your designated Beneficiary, we will be considered fully discharged from any further liability with respect to the Plan.

You authorize us to release information about your Plan to your legal personal representatives.

12. Designation of Beneficiary:

If you are domiciled in a jurisdiction in which according to applicable law, a participant in a Retirement Savings Plan may validly designate a Beneficiary, you may, by instrument in writing in a form prescribed by us and delivered to us prior to your death, designate your spouse or any other person as Beneficiary to be entitled to receive the value of your property in the Trust Fund on your death. Such person shall be deemed to be the designated Beneficiary for the purposes of the Plan, unless such person predeceases you or unless you, by instrument in writing in a form prescribed by us and delivered to us prior to your death, revoke or change such designation. If your Plan contains funds that are locked-in under pension legislation, that legislation may restrict who you may designate as a beneficiary on your Plan. The Trustee will be fully discharged of any liability under the Declaration of Trust upon payment or transfer of your Plan to your designated beneficiary, notwithstanding any determination that the designation may be found invalid as a testamentary instrument.

13. Your Responsibilities:

It is your responsibility to ensure, that:

1. the contributions to the Plan do not exceed the allowable maximum under the Act;

2. all assets acquired by your Plan are and continue to be qualified investments;

3. all assets acquired by your Plan do not at any time include prohibited investments;

4. you provide your correct residential address, email address, and telephone number and advise the Agent, in writing (or such other manner as may be acceptable to the Trustee), immediately upon any change in address, email address, telephone number or residency;

5. your birthdate and social insurance number as recorded on your application are accurate;

6. you will promptly elect, as spelled out by Section 9 of this Declaration, the type of retirement income you choose to receive.

14. Ownership:

We may generally exercise the power of an owner with respect to the units of the Fund or Funds or any other Securities registered in the name of the Trustee and credited to your Account, including the right to vote or give proxies as provided here.

15. Voting Rights:

The voting rights attached to the units of the Fund or Funds or to any other Securities registered in the name of the Trustee and credited to your Account will be exercised by us by proxy given in favour of the Manager of the Fund or Funds or in favour of the management of the issuer of such other securities.

However, you may, by written notice received by us at least forty-eight hours prior to any meeting, request us to authorize you to act as our representative for the purpose of exercising the voting rights attached to any Securities registered in the name of the Trustee and credited to your Account, at any meeting of Security holders whereupon we will give such authorization to you.

16. Transfers:

The Plan may be amended to permit the payment or transfer, on your behalf, of any funds as allowed by the Act. At any time before the maturity of the Plan, you may instruct the Trustee to make a withdrawal from the Plan or to pay or transfer on your behalf all or part of the Plan, in accordance with subsection 146(16) of the Act, to another registered retirement savings plan, a registered retirement income fund or a registered pension plan. Any withdrawal or transfer is subject to the terms of the investments under the Plan, the withholding of any applicable tax, and compliance with all requirements of the Act. In the event you seek to transfer some, but not all, of the assets in the Plan, the Trustee reserves the right to require that all assets or certain assets other than those requested by you be transferred. We may, at our discretion, charge a fee for each transfer out of the Plan.

17. Advisors:

We will be entitled to employ such person or persons including but not limited to, lawyers and auditors, as we may determine. We may rely and act upon information and advice furnished by such person or persons or refrain from acting thereon and will not be liable to you as a result of so acting or refraining from so acting.

18. Trustee Fees and Expenses:

If applicable, we or the Agent will provide you with a copy of the fee schedule in effect from time to time. We will be entitled to such fees and to reimbursement for all expenses reasonably incurred by us in administering the Plan as may be provided for in any fee schedule in effect at that time. The fees payable to us are subject to change, provided that we have given you at least 30 days’ notice prior to any change in such fees taking effect. Notwithstanding any other provision contained here, we will be entitled to additional fees for extraordinary services we perform from time to time commensurate with the time and responsibility involved. You fully authorize us to sell investments of the Plan in order to realize sufficient monies for the payment of the above fees and expenses and to withdraw payment from the assets of the Plan without seeking prior approval or instruction from you.

19. Other Conditions:

While this Plan continues to be a Retirement Savings Plan under the provisions of the Act, it shall constitute an inter vivos trust. Neither the Plan nor the assets of the Plan may be used as security for a loan.

20. Amendments:

We may, from time to time at our discretion, amend this Declaration of Trust with the concurrence of the Agent and of the authorities administering the Act by giving you notice provided, however, that any such amendments will not have the effect of disqualifying the Plan as a registered Retirement Savings Plan within the meaning of the Act. In the event of changes to the Act or any pension legislation governing your Plan, the terms of your Plan and any addendum thereto, may be amended without notice to you to ensure that your Plan continues to comply with all applicable legislation.

21. Notice:

Any notice given by you to us will be sufficiently given if mailed, postage prepaid, addressed to us or our Agent, in either case, addressed to us at the principal office of the Agent in the City of Toronto, in the Province of Ontario, and will be deemed to have been given on the day that such notice is received by the Agent. Any notice, statement or receipt we give to you will be sufficiently given if mailed, postage prepaid, to you at the address set out in the Application or at any subsequent address of which you will have notified us or, subject to applicable law, sent by email or other electronic communication and any such notice will be deemed to have been given on the day of mailing or sending.

22. Liability:

The Trustee will not provide any investment advice regarding any of the assets held or acquired by your Plan and shall act solely on your instructions or those of your authorized agent. The Trustee shall not otherwise be liable for the making, retention or sale of any investment or reinvestment as herein provided or for any loss or diminution of the assets comprising the Plan except due to our negligence or wrongful act. The Trustee may, without your instructions, apply any cash held in the Plan for the payment of fees or expenses or taxes, interest, penalties or charges (“Liabilities”) levied or imposed on the Plan or upon us (excluding amounts imposed under the Act for which the Trustee is liable other than any such amounts for which the Trustee is jointly liable with the Plan or amounts the Trustee has paid on behalf of the Plan and is entitled, pursuant to the Act, to recover from the Plan). Where there is insufficient cash the Trustee may, in its sole discretion, liquidate all or a portion of the Plan assets in order to realize sufficient cash to make the payment. Neither the Trustee nor the Agent shall be responsible for any loss occasioned by any such realization. You and your heirs, executors and administrators shall at all times indemnify us and save us harmless in respect of any Liabilities levied or imposed upon us in respect of the Plan, to the extent permitted by applicable law.

23. Proof of Age:

The statement of your date of birth on the Application will constitute your certification and an undertaking to furnish further evidence of proof of age as may be required for the provision of a retirement income.

24. No Advantage:

No advantage that is conditional in any way on the existence of the Plan may be extended to you or to any person with whom you do not deal at arm’s length, other than those advantages or benefits which may be permitted from time to time under the Act.

25. Non-Resident:

In the event that you are no longer a resident of Canada, for purposes of the Act, you authorize us to liquidate the investments held within this Plan, and you agree to make arrangements to transfer the funds remaining in the Plan to another issuer/carrier.

26. Successor Trustee:

We may resign as trustee or the Agent may remove us as trustee by providing such notice as may be required under the terms of an agreement entered into between us and the Agent. If the Trustee resigns or is removed, the Agent, on behalf of the Trustee, will deliver 30 days’ notice to you. In the event of the resignation or removal of the Trustee, the Agent shall appoint a successor trustee who will be acceptable to us. We will deliver the property comprised of the investments within the Plan and the related records, and will execute such deeds and assurances and do such things as may be requisite in order to ensure the continued and uninterrupted operation of the Plan. If the Agent neglects or refuses to appoint a successor trustee who will be acceptable to us, we reserve the right to appoint a successor trustee on your behalf, or transfer assets in specie to you as a withdrawal from your Plan.

27. Application for Advice and Direction:

If there is a disagreement or dispute over the entitlement to the Plan proceeds on your death, upon your relationship breakdown with your spouse or former spouse, on the enforcement of any legal demand or claim against the Plan assets, or if we, after reasonable efforts, are unable to locate you or obtain your instructions in connection with any aspect of this Plan, the Trustee, where the applicable law permits, reserves the right to, and may at its sole discretion, apply to the court for advice and direction or pay the Plan proceeds into the court. The Trustee is entitled to recover all of its legal fees and disbursements that it incurs in this regard from the Plan.

28. Ultimate Responsibility:

We have entered into an Agency Agreement, with the Agent, for purposes of administration of this Plan. However, we are ultimately responsible for the administration of the Plan in accordance with the Act.

29. Definition of Spouse:

The term “spouse” will have the meaning of “spouse” as recognized in the Act for the purposes of registered retirement savings plans and, where applicable, incorporates the meaning of the term “common-law partner” as set out in Sub-section 248(1) of the Act.

30. Assignment By Agent:

The Agent may assign its rights and obligations to any other corporation resident in Canada and authorized to assume and discharge the obligations of the Agent under the Plan, provided that such corporation will execute any agreement which is necessary or advisable for the purpose of assuming such rights and obligations, and further provided that no such assignment may be made without prior written notice to us.

31. Governing Law:

This Declaration of Trust shall be construed and enforced according to the laws of the Province of Ontario, and all provisions hereof will be administered according to the laws of that province.

Self-Directed Retirement Income Fund Declaration of Trust

Concentra Trust, a trust company incorporated under the laws of Canada (hereinafter referred to as the “Trustee”, “we” or “us”), hereby declares that it agrees to act as Trustee for the Annuitant as defined in the Income Tax Act (hereinafter referred to as “you”) named under the Tangerine Investment Funds Limited Self-Directed Retirement Savings Plan Application which, with the Declaration of Trust and the addendum or addenda thereto, where applicable, (hereinafter referred to as the “Plan”), forms the application for the accumulation of mutual fund securities (hereinafter referred to as “Securities”) specified by you from time to time.

1. Registration:

We will apply for registration of the RIF in accordance with the Income Tax Act (Canada) (hereinafter referred to as the “Act”), and if applicable, the provisions of any income tax legislation of the province or territory indicated by you as your address on the Application. The RIF will at all times comply with the Act and if applicable, the Taxation Act (Quebec), with respect to retirement income funds. Any amendment to the RIF, which is necessary to ensure such compliance, may be made by us without notice to you and without further action.

2. Appointment of Agent:

We have appointed Tangerine Investment Funds Limited (the “Agent”) as our agent to perform certain administrative duties relating to the operation of the RIF. However, we will remain ultimately responsible for the administration of the RIF pursuant to the provision of this Declaration of Trust.

3. Transfers to the RIF:

We will accept only such transfers of cash or of units of mutual funds (the “Fund” or “Funds”) managed by the Agent in a form acceptable to it, which are “qualified investments” for registered Retirement Income Funds within the meaning of the Act, as may be directed by you or on your behalf to be transferred to us to be held in your RIF, provided that such cash or mutual fund securities may only be transferred from:

1. either a registered Retirement Income Fund or a registered Retirement Savings Plan under which you are the Annuitant; or

2. you, to the extent only that the amount of the consideration was an amount described in paragraph 60(l)(v) of the Act; or

3. either a registered Retirement Savings Plan or a registered Retirement Income Fund pursuant to a decree, order or judgment of a competent tribunal or a written separation agreement, relating to a division of property between you and your spouse or former spouse in settlement of rights arising out of your marriage/common-law partnership on or after the breakdown of your marriage/common-law partnership; or

4. amounts transferred directly from certain registered and prescribed pension plan funds, as permissible under sub-paragraphs 146.3(2)(f)(v), (vi), (vii) and (viii) of the Act.

Such transfers to the RIF, together with any related income, will constitute a Trust Fund (the “Trust Fund”) to be used, invested and held subject to the terms of this Declaration of Trust.

4. Investment of Deposits:

Subject as hereinafter provided, each deposit received by us under the RIF will be invested in units of the Fund or Funds as indicated by you at the net asset value on the valuation date next following our receipt of such deposit.

All cash dividends or distributions we receive with respect to any investments we make pursuant to the provisions here will be reinvested by us in units of the Fund or Funds from which such dividends or distributions were received at the net asset value. In the event that units of such Fund or Funds are not, at the time that we are required to make any investment under the provisions here, available for purchase or are not “qualified investments” for registered retirement income funds within the meaning of such term as such term may then be used in the Act, we may, at your direction, invest such deposits or such cash dividends or distribution in units of another Fund or Funds managed by the Agent that are qualified investments for registered retirement income funds within the meaning of such term as such term may then be used in the Act. All investments we make for you will be credited to your Account.

We will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility that the Plan holds a non-qualified investment; however, you are also responsible for ensuring that the investments held in your Plan are at all times qualified investments. We may request additional documentation from you proving the investment to be purchased is a qualified investment. The Trustee reserves the right to refuse to hold or accept certain investments even though they may be qualified investments. If the Plan holds a non-qualified investment, the Trustee may, at its sole discretion, withdraw such non-qualified investment from the Plan in specie, or by way of realization of the investment in cash, and the Trustee shall not be responsible for any loss which arises therefrom.

You are solely responsible for ensuring the investments held under the Plan do not at any time include a prohibited investment.

In the event the Plan acquires an investment that is a non-qualified investment or if property held in the Plan becomes a non-qualified investment, the Trustee will notify you and the Canada Revenue Agency (the “CRA”) of details of that investment and you may be liable for reporting and payment of taxes under the Act.

5. Annuitant’s Account:

We will maintain an Account in your name showing all deposits made to the RIF and all investment transactions made at your direction. We will forward to you, at least annually, a statement showing all deposits and investment transactions made and all income earned and expenses incurred during such period.

6. Income Tax Information:

We will provide you with appropriate information slips, in prescribed form, by the end of February of each year showing the total of all payments made from the RIF during the preceding calendar year to enable you to report such payments on your income tax return.

7. Payments from the RIF:

The whole of the Trust Fund will be invested, used and applied by us only for the provision of payments to you or, if applicable, to a surviving spouse as follows:

In each year, commencing not later than the first complete calendar year after the RIF is established, we will make one or more payments, the aggregate of which is not less than the minimum amount set forth below, and not exceeding the value of the Trust Fund immediately before any payment. The minimum amount for the year in which the RIF commences is nil, and for each subsequent year, is the minimum amount obtained in accordance with the definition contained in Subsection 146.3(1) of the Act as amended from time to time.

No payment required to be made in accordance with the provisions here will be capable of assignment in whole or in part.

We will permit the payment or transfer, on your behalf, of any funds under the Fund as allowed by the Act. At your direction, we will transfer all or part of the Trust Fund, together with all information necessary for the continuance of the RIF in accordance with paragraph 146.3(2)(e) of the Act, to another Retirement Income Fund registered in your name, or in the name of your spouse, or former spouse, pursuant to a decree, order or judgment of a competent tribunal or a written separation agreement, relating to a division of property between yourself and your spouse or former spouse in settlement of rights arising out of your marriage/common-law partnership, on or after the breakdown of your marriage/common-law partnership. If you have directed transfer of the entire Trust Fund and we have not paid the minimum amount required for the year, we will retain sufficient property of the RIF in order that the minimum amount for the calendar year will be paid to you in that year. Any withdrawal or transfer is subject to the terms of the investments under the Fund, the withholding of any applicable tax, and compliance with all requirements under the Act.

Notwithstanding the provisions of this Section 7, we may pay from the Trust Fund any taxes imposed by the Act, including any penalties which may arise with respect to the investments held in the Trust Fund which may be non-qualified or “foreign property” as defined in the Act, excluding those taxes and penalties imposed against the Trustee under the Act.

8. Death of Annuitant:

In the event of your death prior to the making of the final payment as provided in Section 7, we will, upon receipt of satisfactory evidence of death, realize your interest in the RIF, and subject to the deduction of all proper charges including income tax, if any, required to be withheld, the proceeds of such realization will be held by us for payment in a lump sum to the Beneficiary, if any, designated pursuant to Section 9, or to your legal personal representatives, upon such Beneficiary or representatives furnishing us with such release and other documents as may be required or as counsel may advise, unless your spouse has been designated specifically as the Successor Annuitant as provided for in Section 9, or by will, in which case we will continue the payments to your spouse in accordance with the provisions of Section 7, upon your spouse providing us with such documents as may be required or as counsel may advise. Where we have made the payment to your designated Beneficiary, we will be considered fully discharged from any further liability with respect to the RIF.

You authorize us to release information about your Plan to your legal personal representatives.

9. Designation of Successor Annuitant or Beneficiary:

If you are domiciled in a jurisdiction in which, according to applicable law, a participant in a Retirement Income Fund may validly designate a Beneficiary or a Successor Annuitant, you may, by instrument in writing in a form prescribed by us and delivered to us prior to your death, designate your spouse as Successor Annuitant or any person as Beneficiary to be entitled to receive the value of your property in the Trust Fund on your death. Such person will be deemed to be the Successor Annuitant or designated Beneficiary, as the case may be, for the purposes of the RIF, unless such person predeceases you or unless you, by instrument in writing in a form prescribed by us and delivered to us prior to your death, revoke or change such designation. If your Fund contains funds that are locked-in under pension legislation, that legislation may restrict who you may designate as a beneficiary of your Fund. The Trustee will be fully discharged of any liability under the Declaration of Trust upon payment or transfer of your Fund to your designated beneficiary, notwithstanding any determination that the designation may be found invalid as a testamentary instrument.

10. Your Responsibilities:

It is your responsibility to ensure, that:

1. all assets acquired by your Fund are and continue to be qualified investments;

2. all assets acquired by your Fund do not at any time include prohibited investments;

3. you provide your correct residential address, email address, and telephone number and advise the Agent, in writing (or such other manner as may be acceptable to the Trustee), immediately upon any change in address, email address, telephone number or residency; and

4. ensure that your birthdate and Social Insurance Number as recorded on your Application are accurate.

11. Ownership:

We may generally exercise the power of an owner with respect to the units of the Fund or Funds or any other Securities registered in the name of the Trustee and credited to your Account, including the right to vote or give proxies as provided here.

12. Voting Rights:

The voting rights attached to the units of the Fund or Funds registered in the name of the Trustee and credited to your Account will be exercised by us by proxy given in favour of the Manager of the Fund or Funds or in favour of the management of the issuer of such Securities. However, you may, by written notice received by us at least forty-eight hours prior to any meeting, request us to authorize you to act as our representative for the purpose of exercising the voting rights attached to any Securities registered in the name of the Trustee and credited to your Account, at any meeting of Security holders, whereupon we will give such authorization to you.

13. Advisors:

We will be entitled to employ such person or persons including, but not limited to, lawyers and auditors, as you may determine. We may rely and act upon information and advice furnished by such person or persons or refrain from acting thereon and will not be liable to you as a result of so acting or refraining from so acting.

14. Trustee Fees and Expenses:

If applicable, we or the Agent will provide you with a copy of the fee schedule in effect from time to time. We will be entitled to such fees and to reimbursement for all expenses reasonably incurred by us in administering the RIF as may be provided for in any fee schedule in effect at that time. The fees payable to us are subject to change, provided that we have given you at least 30 days’ notice prior to any change in such fees taking effect. Notwithstanding any other provision contained here, we will be entitled to additional fees for extraordinary services we perform from time to time commensurate with the time and responsibility involved. You fully authorize us to sell investments of the RIF in order to realize sufficient monies for the payment of the above fees and expenses and to withdraw payment from the assets of the RIF without seeking prior approval or instruction from you.

15. Other Conditions:

You cannot use any of the assets held in your Fund as security for a loan and you cannot assign in whole or in part or otherwise encumber payments from your Fund.

Your ability to take payments in excess of minimum or to transfer funds to another Retirement Income Fund may be restricted due to the conditions imposed by Fixed Term investments held by your Fund.

16. Amendments:

We may, from time to time at our discretion, amend this Declaration of Trust with the concurrence of the Agent and the authorities administering the Act by giving you notice provided, however, that any such amendments will not have the effect of disqualifying the RIF as a registered Retirement Income Fund within the meaning of the Act. In the event of changes to the Act or any pension legislation governing your RIF, the terms of your RIF and any addendum thereto, may be amended without notice to you to ensure that your RIF continues to comply with all applicable legislation.

17. Notice:

Any notice given by you to us will be sufficiently given if mailed, postage prepaid, to us or to our Agent, in either case, addressed to us at the principal office of the Agent in the City of Toronto, in the Province of Ontario, and will be deemed to have been given on the day that such notice is received by the Agent. Any notice, statement or receipt we give to you will be sufficiently given if mailed, postage prepaid, to you at the address set out in the Application or at any subsequent address of which you will have notified us or, subject to applicable law, sent by email or other electronic communication and any such notice will be deemed to have been given on the day of mailing or sending.

18. Liability:

The Trustee will not provide any investment advice regarding any of the assets held or acquired by your Fund and shall act solely on your instructions or those of your authorized agent. The Trustee shall not otherwise be liable for the making, retention or sale of any investment or reinvestment as herein provided or for any loss or diminution of the assets comprising the Fund except due to our negligence or wrongful act. The Trustee may, without your instructions, apply any cash held in the Fund for the payment of fees or expenses or taxes, interest, penalties or charges (“Liabilities”) levied or imposed on the Fund or upon us (excluding amounts imposed under the Act for which the Trustee is liable other than any such amounts for which the Trustee is jointly liable with the Fund or amounts the Trustee has paid on behalf of the Fund and is entitled, pursuant to the Act, to recover from the Fund). Where there is insufficient cash, the Trustee may, in its sole discretion, liquidate all or a portion of the Fund assets in order to realize sufficient cash to make the payment. Neither the Trustee nor the Agent shall be responsible for any loss occasioned by any such realization. You and your heirs, executors and administrators shall at all times indemnify us and save us harmless in respect of any Liabilities levied or imposed upon us in respect of the Fund, to the extent permitted by applicable law.

19. Proof of Age:

The statement of your date of birth on the application will constitute a certification by you and an undertaking to furnish further evidence of proof of age as may be required for the provision of a retirement income.

20. No Benefit or Loan:

No benefit or loan that is conditional in any way on the existence of the RIF may be extended to you or to any person with whom you do not deal at arm’s length, other than those benefits or loans which may be permitted from time to time under the Act.

21. Non-Resident:

In the event that you are no longer a resident of Canada, for purposes of the Act, you authorize us to liquidate the investments held within this RIF, and you agree to make arrangements to transfer the funds remaining in the RIF to another issuer/carrier.

22. Successor Trustee:

We may resign as trustee or the Agent may remove us as trustee by providing such notice as may be required under the terms of an agreement entered into between us and the Agent. If the Trustee resigns or is removed, the Agent, on behalf of the Trustee, will deliver 30 days’ notice to you. In the event of the resignation or removal of the Trustee, the Agent shall appoint a successor trustee who will be acceptable to us. We will deliver the property comprised of the investments within the RIF and the related records, and will execute such deeds and assurances and do such things as may be requisite in order to ensure the continued and uninterrupted operation of the RIF. If the Agent neglects or refuses to appoint a successor trustee who will be acceptable to us, we reserve the right to appoint a successor trustee on your behalf, or transfer the assets in specie to you as a withdrawal from your RIF.

23. Application for Advice and Direction:

If there is a disagreement or dispute over the entitlement to the Fund proceeds on your death, upon your relationship breakdown with your spouse or former spouse, on the enforcement of any legal demand or claim against the Fund assets, or if we, after reasonable efforts, are unable to locate you or obtain your instructions in connection with any aspect of this Fund, the Trustee, where the applicable law permits, reserves the right to, and may, at its sole discretion, apply to the court for advice and direction or pay the Fund proceeds into court. The Trustee is entitled to recover all of its legal fees and disbursements that it incurs in this regard from the Fund.

24. Ultimate Responsibility:

We have entered into an Agency Agreement, with the Agent, for purposes of administration of this Plan. However, we are ultimately responsible for the administration of the Plan in accordance with the Act.

25. Definition of Spouse:

The term “spouse” will have the meaning of “spouse” as recognized in the Act for the purposes of registered retirement income funds and, where applicable, incorporates the meaning of the term “common-law partner” as set out in Subsection 248(1) of the Act.

26. Assignment by Agent:

The Agent may assign its rights and obligations to any other corporation resident in Canada and authorized to assume and discharge the obligations of the Agent under the RIF, provided that such corporation will execute any agreement which is necessary or advisable for the purpose of assuming such rights and obligations, and further provided that no such assignment may be made without prior written notice to us.

27. Governing Law:

This Declaration of Trust shall be construed and enforced according to the laws of the Province of Ontario, and all provisions hereof will be administered according to the laws of that province.

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