11/9/2009 Date Mon, 6 Jul 2009 ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Gualtieri, Rinaldo John Smith 37 Fredmir St. Anytown Dollard des Ormeaux, QC Anystreet, Province, PC H9A2R1, Canada APS Investment Policy Statement Dear Gualtieri, Rinaldo John Smith Thank you for your interest in opening a Separately Managed Account with Advisor Portfolio Services (APS). Enclosed you will find your Investment Policy Statement (IPS) that will guide us in the management of your portfolio. This statement was developed from your responses to the APS Client Questionnaire, and reflects your investment objectives, risk tolerance and time horizon. At APS, we believe the implementation of your IPS will increase the probability of meeting your financial goals. It is also important to remember that the IPS is not a comprehensive financial plan, but a tool to help remind you of the purpose of your investment and reduce emotionally based decisions. This Statement includes the following: Purpose of the Investment Policy Statement Investor Profile, Investment Objectives and Constraints, Risk Tolerance Portfolio Characteristics and Recommended Asset Allocation Investment Management Guidelines and Reporting Client Agreement and Confirmation Appendix A: APS Questionnaire Summary Appendix B: Managed Account Agreement P A. B. C. D. E. F. We look forward to working with you to implement and monitor your investment policy. Regards, Anthony Silvestrin Anthony Silvestrin Anthony Portfolio Silvestrin Manager President, Private Senior Vice President, PrivateWealth WealthManagement Management AdvisorVice Portfolio Services Advisor Portfolio PortfolioServices Services 1|Page 2|Page ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Prepared for: John Gualtieri, SmithRinaldo Prepared By: Anthony Silvestrin P Senior Vice-President, Private Wealth Management IA Advisor Portfolio Services, a division of IA Clarington Investments Inc. ("APS") 300-2200 McGill College Montreal, QC H3A 3P8 A. PURPOSE OF THE INVESTMENT POLICY STATEMENT The purpose of this Investment Policy Statement is to establish a clear understanding of the investment goals and objectives applicable to your investment profile. It is a roadmap for your investment strategy and we will refer to it as your personal circumstances evolve. ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s This Statement serves to set out a prudent and acceptable basis for the management of your portfolio and will help all parties remain on course and avoid emotional decisions during periods of market turbulence. During such times, your IPS should then serve as a reference document. This written policy will be used as the basis for all investment decisions going forward. What follows is a summary of your goals, tolerances, and constraints based on the information you provided on your APS Client Questionnaire. If a change occurs in any of the key factors upon which your IPS was founded, then the policy should be reviewed to ensure that your needs continue to be met. P Please review this Statement closely. It is important that it accurately reflects your investor profile and objectives. If you feel changes are needed, they must be made before it is signed and before we proceed with the construction of the portfolio. Client(s) Initials [ ] [ ] 3|Page B. INVESTOR PROFILE,INVESTMENT OBJECTIVES AND CONSTRAINTS,RISK TOLERANCE 4|Page INVESTOR PROFILE ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Many factors are considered in the design your investment portfolio. Your Profile gives us an Many factors are considered design your investment portfolio. Your Your ProfileProfile gives gives us an us portfolio. Many factors arelevel considered inthe the design your investment indication of the of yourinunderstanding and experience with investing. an indication of level the level of your understanding and experience with investing. indication of the of your understanding and experience with investing. You are between 41 and 50 years of age. Your net worth is $100,000 to $200,000 and your current of income is 50 lessyears than $50,000 year. haveisa approximately sophisticated advanced You arelevel between 41 to of age. per Your netYou worth $200,000 to $500,000 and currentknowledge, level of income is between and $100,000 per year. You (high) level of your investment and you follow the $50,000 markets occasionally and have a good feel you have aofgood (moderate) level of their investment knowledge, and that you follow the understanding investment principles and associated risk. markets occasionally and have a good understanding of investment principles and their associated Finally, yourisk have indicated that you are not an Accredited Investor. Finally, you have indicated that you are an Accredited Investor. INVESTMENT OBJECTIVES AND CONSTRAINTS In the questionnaire, you stated that the primary goal of your portfolio is to provide an equal portfolio is tothan provide an equal Inbalance the questionnaire, you stated yourYou primary goal of interest, dividend andthat growth. expect to of beyour invested for less 5 years, with a balance of interest, dividend and growth. You expect to be invested for less than 5 years, chance that you may have to make a significant withdrawal before then as medium (10% to with the chance that you may have to make a significant withdrawal before then as medium 25%).to 25%). (10% With consideration to your time horizon, it is important that your portfolio's performance reflect With consideration to your timeover horizon, it isterm important that your portfolio's an emphasis on growth in value the long but maintains stability throughperformance a well reflects the potential for above average performance. In doing so, you accept that it will balanced mix of income investments. As well, your expected long term return for this portfolio likely experience moderate losses and volatility to achieve this objective. As well, youris expected long-term between 5% to 8%. return for this portfolio is between 5% to 8%. RISK TOLERANCE P Your return objective will only be pursued in accordance with your tolerance for risk. As with your tolerance forofrisk. Your objective will only beofpursued in accordance therereturn will always be some degree uncertainty concerning the amount and pattern futureAs there will always be some degree of uncertainty concerning the amount and pattern of future investmentreturns, returns, investors investors must certainty they areare willing to sacrifice in in investment mustknow knowhow howmuch much certainty they willing to sacrifice exchange for the potential of higher returns. exchange for the potential of higher returns. In any given year, you would be willing to withstand 5% to 10% decline in your portfolio and Inwould any given year, you would willing to withstand a 5% to 10% decline in your portfolio, likely do nothing should be it drop by 20% in any given month. and would likely do nothing should it drop by 20% in any given month. Given a choice of four portfolios consisting of increased degrees of volatility, you would prefer Given a choice of four Portfolio Portfolios consistingtoofhigh increasing degrees ofyou volatility, you would one that demonstrates C (moderate risk). Furthermore, would be most prefer the onewith thata demonstrates C (moderate to high risk). Furthermore, youand would comfortable portfolio whosePortfolio performance range represents a best return of 10%, a be most comfortable with a portfolio whose performance range represents a best return of worstand return of -3%. 10%, a worst return of -3%. Client(s) Initials [ ] [ ] C. PORTFOLIO CHARACTERISTICS AND RECOMMENDED ASSET ALLOCATION PORTFOLIO CHARACTERISTICS ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s A portfolio's strategic asset mix is the allocation of investments between asset classes with a goal of balancing risk and return. The greater the allocation to equities relative to fixedincome securities, the greater the portfolio's potential capital appreciation and the higher the portfolio's potential risk. Conversely, the greater the allocation to fixed-income securities relative to equities, the greater the potential for a consistent income stream, and the lower the portfolio's potential risk. Equities and fixed-income instruments can decline in value, and even a lower-risk portfolio can lose money. ASSET ALLOCATION Your investment objectives, investment time horizon, risk tolerance and liquidity needs have been considered in determining a suitable asset mix for your portfolio. This strategic asset allocation is presented below along with the allocation of your proposed investment of $45,000.00. $100,000.00 Balanced Portfolio Moderate Portfolio Asset Class Asset Class IncomeFunds Funds Income funds Income Canadian equity Funds funds Canadian Equity Funds Canadian Equity Foreign equity funds ForeignEquity EquityFunds Funds Foreign Specialty funds SpecialtyFunds Funds Specialty Weight (%)Weight (%) 55.0025% 40 % 30.0025% 40 % 15.0025% 20 % 0.0025 % 0% P TARGET STRATEGIC ASSET ALLOCATION Client(s) Initials [ ] [ ] Allocation ($) $0.00 $0.00 $24,750.00 $0.00 $13,500.00 $0.00 $6,750.00 $0.00 $0.00 $0.00 $0.00 5|Page 6|Page RECOMMENDED PORTFOLIO INVESTMENTS The following table summarizes the investment products that will be used to implement your asset allocation. Please note that the listed mandates and/or their respective weightings may change from time to time. ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s We may, for a period of time after the opening of your account, hold your funds in short-term investments. We may also gradually invest those funds into the recommended portfolio investments over a period that could be as long as several months. This technique of investing the funds gradually over time is referred to as "dollar-cost averaging". Balanced Portfolio Moderate Portfolio Recommended Portfolio Investments Mandate Mandate Dividend Income IA Clarington Bond8020 Fund Hartford GlobalNavellier High Income IA Clarington US All Cap International Bond Dynamic High Yield Bond International Stock Class iShares CDN Bond Index Weight(%) Allocation($) Weight(%) 30.00 % $13,500.00 10.00 $0.00 0 7.50 % 55.00 % 7.50 % 10.00$3,375.00 $0.00 0 $24,750.00 10.00 $0.00 0 $3,375.00 5.00 $0.00 0 Fixed Income 5.00 $0.00 0 HT Canadian Balanced Equity Canadian Equity 8.00 $0.00 0 IA Clarington Canadian Equity Canadian Equity 10.00 $0.00 0 PH&N Balanced Canadian Equity 6.00 $0.00 0 IA Clarington Cdn Small Cap Canadian Equity 8.00 $0.00 0 Dynamic Power Canadian Growth Canadian Equity 8.00 $0.00 0 IA Clarington American Foreign Equity 3.00 $0.00 0 IA Clarington Global Equity Foreign Equity 2.00 $0.00 0 Dynamic Value Balanced Foreign Equity 5.00 $0.00 0 IA Clarington Global Income Foreign Equity 5.00 $0.00 0 SL Global Dividend Growth Foreign Equity 5.00 $0.00 0 P iShares CDN Real Return Bond Index Type Type Type CanadianFixed Dividend & Income Income Fixed Income US Equity Global Fixed FixedIncome Income International Equity Fixed Income $0.00 0 $0.00 0 $0.00 0 $0.00 0 Client(s) Initials [ ] [ ] 76481088B001 D. INVESTMENT MANAGEMENT GUIDELINES AND REPORTING ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Investment products are selected through a disciplined process using quantitative analysis and the qualitative judgment of qualified investment professionals. Mandates are assessed based on the following criteria: * * * * * Past performance Historical volatility Management style and discipline Correlation among securities Current market conditions Asset class allocations may fluctuate over time due to market movements. The portfolio allocations will be reviewed at least annually. Periodic rebalancing will occur to maintain the desired mix over the long term. Once allocations vary by 5% from the target allocations, the portfolio will be re-balanced. You will receive a quarterly portfolio report from APS that includes the performance of the portfolio during the most recent quarter, year-to-date, selected annual periods and since inception. P On annual basis you will receive a year-end statement detailing performance figures and an outline of your account fees. All applicable tax documentation will be sent separately. Client(s) Initials [ ] [ ] 7|Page 8|Page E. CLIENT AGREEMENT AND CONFIRMATION ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s It is your duty to inform APS of any changes that may affect your investment objectives or constraints. Examples of such changes include, but are not limited to, loss of employment, serious medical illness, or receipt of a large cash windfall. You must also advise APS immediately if you cease to be an accredited investor or if you move outside Canada. A failure to notify APS of these changes could cause a violation of securities laws. APS is responsible for monitoring your portfolio to ensure that it is appropriate for the needs and goals described in this document. At all times when dealing with your portfolio, APS has a duty to act in an ethical manner and place your interests above its own. Please acknowledge your agreement that this Investment Policy Statement accurately reflects your investment profile, your investment objectives and constraints by signing below. A summary of your APS Client Questionnaire responses (see overleaf) should be reviewed prior to signing as it forms the basis for this Policy. _____________ Signature _____________ Date Second Client Name _____________ Signature _____________ Date P John Smith Gualtieri, Rinaldo Client(s) Initials [ ] [ ] F. APPENDIX A: APS CLIENT QUESTIONNAIRE SUMMARY The following following isisaasummary questions and and responses for Gualtieri, Rinaldo The summaryofofthe your questions responses: Responses ✔ Open Regular RRSP Spousal RRSP RRFP/RRIF ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Investor Profile Questions Account Type Information RRIF LRIF/LIF LIRA Individual Family RESP Other RESP Leveraged Account - complete and attach a signed Leverage Disclosure Form 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Source of funds if Mutual funds:(Mutual funds with an active DSC schedule) Are you an Accredited Investor? 14. $100,000.00 45,000.00 Between 41 5050 between 41toto $100,000 toto $200,000 $200,000 $500,000 Less than $50,000 between $50,000 and $100,000 follow the markets occasionally and have good a good follow the markets occasionally andahave understanding of investment principles and their associated understanding of investment principles and their associated risk risk good (moderate) sophisticated advanced (high) Savings Mutual Funds Account Exempt Securities Stocks Mutual Funds Others No Yes I am not an Accredited You, either alone or Investor. with a spouse, beneficially own more than $1 million in financial assets, after debt. Assets can include cash, savings and investments, but not your home. Which of the following statements best provide anequal equal balance of interest, dividend and provide an balance of interest, dividend and growth reflects the primary goal of your investment growth portfolio? an emphasis growth in value over performance. the long term butIn For my portfolio, the most important aspect the potentialonfor above average maintains throughthat a well balanced of income of its performance is that it reflects? doing so,stability you accept it will likely mix experience investmentslosses and volatility to achieve this moderate objective What is the minimum length of time you will less than5 5years years less than be invested before you will need a substantial portion of your investment (i.e., please consider your working and retirement years)? P 13. Amount of initial investment $ What is your age? What is your approximate Net Worth (excluding business assets and principal residence)? What is your gross annual income? Which one of the following statements describes your investment experience best? How would you rate your investment knowledge? Source of funds (please choose all that apply): Client(s) Initials [ ] [ ] 9|Page 10 | P a g e 15. 16. medium(10% (10% to 25%) medium to 25%) When you think about Risk, which word immediately comes to mind? opportunity do nothing nothing do 5%toto10% 10% 5% ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s 17. What is the chance you will need to withdraw a substantial portion of your investment earlier than anticipated? If your $50,000 investment falls by $10,000 (i.e., by 20%) this month what are you likely to do? What is the maximum decline you can withstand in your portfolio over one year? What is your expected long-term return for this portfolio? Over the course of a 10 year period, which portfolio suits you best? Of the following four portfolios whose best and worst one-year returns are shown, which one would you choose? 18. 19. 20. P 21. Client(s) Initials [ ] [ ] between5% 5% between to to 8%8% PortfolioCC(moderate (moderate to high Portfolio to high risk) risk) bestreturn return 10%, a worst best of of 10%, andand a worst returnreturn of -3% of -3% F. APPENDIX B: MANAGED ACCOUNT AGREEMENT ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Between: John Smith 11 | P a g e Gualtieri, Rinaldo 37 Fredmir St. Dollard des Ormeaux, QC H9A2R1, Canada And: P IA Clarington Investments Inc. 300- 2200, McGill College Ave. Montreal, Quebec H3A 3P8 The undersigned wishes to participate in the Advisor Portfolio Service (the "Service") offered by IA Clarington Investments Inc. ("APS"). This agreement sets out the terms and conditions of the Service. 12 | P a g e 1. MANDATE ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s I entrust APS and its representatives with the management of the assets, securities and other titles that I entrust or will entrust to them from time to time, and including any distributions, dividends, income or gains from those assets, securities or titles (collectively, the 'Assets'). The Assets will be held under the guardianship of the Custodian identified below. 2. SEPERATELY MANAGED ACCOUNT APS shall operate one or more separate accounts in my name (the 'Accounts') for the management of all the Assets. 3. INVESTMENT POLICY APS has developed jointly with me, an Investment Policy Statement ('IPS' or the 'Policy') that is consistent with the needs, goals and constraints that I have identified on the APS Client Questionnaire. I agree to notify APS, in writing, of any change affecting my investment goals in order to allow them to analyse that change and to modify, if necessary, the investment policy and the method of management of my account. I agree that not withstanding the model portfolio identified in the Policy (the 'Portfolio'), APS may (a) hold cash from time to time to facilitate purchases, withdrawals and settlement of securities transactions and (b) hold securities not identified in the Portfolio from time to time or vary the relative weightings of securities identified in the Portfolio as it deems appropriate in the circumstances. 4. TRANSACTIONS APS shall manage the Assets in accordance with the IPS and, to that end, is authorized to carry out any and all transactions deemed necessary or desirable for the management of the Assets in accordance with the Policy, including: P a) invest or reinvest the Assets in securities, titles or other assets, including money; b) buy, sell, exchange and deliver the Assets and use the resulting proceeds for any other action it deems necessary to usefully execute this Agreement; c) buy, sell or exercise rights or subscription warrants related to the Assets, exercise the conversion and redemption privileges and sell and negotiate options; d) vote or refrain from voting at the shareholders or security holders meetings with regard to the Assets; e) agree to any transaction or compromise affecting the Assets; f) grant or refrain from granting its consent or take part or refrain from taking part in any reorganization, recapitalization, merger or similar operation with regard to a company whose shares or titles are managed on my behalf; Client(s) Initials [ ] [ ] 13 | P a g e ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s g) If APS is permitted to purchase or sell securities of issuers related to it, it may: i. carry out transactions with regard to such titles on my behalf; ii. buy or sell such titles on my behalf; iii. act as advisor with regard to such titles; and iv. make recommendations with regard to such titles. h) APS may buy or sell on my behalf institutional series of securities of investment funds ('Institutional Securities'). If I hold Institutional Securities, I will not pay a separate management fee to the manager of the relevant fund in respect of those securities, although expenses may be allocated to those securities. I understand that the Institutional Securities will be held in an omnibus account and that if I cease to participate in the Service, APS may switch me to another series of securities of the same fund that is generally available to the public, or redeem those Institutional Securities on my behalf. i) I authorize APS to: i. open and operate in my name one or more accounts with brokerage firms of its choice and to issue orders for transactions to be carried out in such accounts; ii. take any and all actions and have sign and deliver any and all documents or other paperwork needed for or useful to the execution of this Agreement; and iii. borrow money in my name only for a transitory period pending the settlement of the securities sale carried out on my behalf. j) APS may: i. buy, sell or negotiate securities identical to the Assets or of the same category or nature as the Assets, on its behalf or on behalf of a third party; and ii. use for other purposes the knowledge gained in the execution of this Agreement provided this use does not affect the management of the Assets. 5. SAFEKEEPING OF ASSETS P I acknowledge that the Assets are under the charge of the Custodian indicated below or of one of its authorized agents under an agreement with it (the 'Custodian'). Because APS is not the Custodian, I must make sure that the Custodian carries out its duties in a diligent manner, including following the instructions received from APS. I agree not to remove the safekeeping of the Assets from the Custodian without notifying APS beforehand. 6. STATEMENTS APS will maintain records of all transactions made by it in the Accounts. APS will provide me with a statement of my account on a quarterly basis. This statement shall be sent to me by ordinary mail to my last address known by APS. I agree to notify APS of a change to my address. Client(s) Initials [ ] [ ] 14 | P a g e 7. COMPLIANCE WITH LAWS All transactions related to the Assets are subject to the by-laws, rules, regulations and customs of the stock exchange or market over which they are carried out as well as those which apply to the investment consultants at the time of the transaction. ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s 8. RESPONSIBILITY APS shall act with care and diligence in the execution of its duties. APS cannot be held responsible for any loss or decline of the value of the assets in the account, unless they result from bad faith or gross negligence on its part. 9. CHARGES AND FEES I agree to reimburse APS for any expenses and disbursements incurred in the management of my Accounts (e.g. brokerage fees), and to pay the fees as per Schedule A of this Agreement. The fees and disbursements shall be calculated and drawn on a monthly basis from the Assets on my behalf. APS will also charge sales taxes (including GST and provincial value-added taxes), where applicable. 10. TERMINATION Either party may terminate this Agreement by giving written notice to the other party. 11. PERSONAL INFORMATION I understand that APS is required to collect certain personal information from me in order to provide the managed account services to me, and that it may use or disclose that information in connection with the provision of these services, as required by law or as set out in its privacy policy. I allow access to my personal information to the persons I have authorized, as well as to the employees, representatives or agents of IA Clarington Investments Inc. provided such information is needed for the exercise of their duties or for any other authorized purpose. I have the right to examine my file and, if needed, to correct any error in the personal information recorded in my file. If I wish to examine my file and, if needed, correct it, I may contact my portfolio advisor or the privacy officer of IA Clarington Investments Inc. P The IA Clarington privacy policy, and the particulars for its privacy officer, is available on its website, www.iaclarington.com. 12. MISCELLANEOUS I may not assign this Agreement. APS may assign this Agreement to an acquiror of its private client business, on notice to me. This Agreement binds not only the parties herein but also their successors, permitted assigns and respective legal representatives. Client(s) Initials [ ] [ ] 15 | P a g e ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Any notice or other written communication to be issued as part of this Agreement shall be deemed duly issued to IA Clarington Investments Inc. if sent to it at the address set out above, and to the undersigned if sent to the address appearing from time to time in IA Clarington's books. Such notices and written communications shall be deemed received on the 3rd working day following their mailing or on the first working day following their transmission by fax. This Agreement is governed by the laws of the Province of Ontario. If one or other provision of this Agreement is invalid or void under applicable laws, the other provisions of this Agreement shall not be affected and each provision of this Agreement shall be valid and enforceable in all the extent allowed by the law. Where the context requires it, the singular may be interpreted as the plural, the masculine as the feminine and vice-versa and shall include a legal person, if the context so requires. enen fran?ais. parties ontont express?ment requis que Cette convention conventionest estaussi aussidisponible disponible francais.Les Les parties expressément requis la pr?sente convention soit r?dig?e en anglais. que la présente convention soit rédigée en anglais. CUSTODIAN Penson Financial Services Canada 360 St. Jacques West, 11th Floor Montreal, Quebec H2Y 1P5 IA CLARINGTON INVESTMENTS INC. _____________ Signature _____________ Date John Smith Gualtieri, Rinaldo _____________ Signature _____________ Date _____________ Signature _____________ Date P Anthony Silvestrin Senior Vice-President Private Wealth Management Second Client Name Client(s) Initials [ ] [ ] 16 | P a g e Schedule A: Fee Schedule ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s This This Schedule Schedule isis an an integral integral part part of of the the Agreement Agreement signed signed by by the the client(s) client(s) and and IA IA This Schedule is an integral part of the Agreement signed by Gualtieri, Rinaldo and IA Clarington Inc. value of the assets under Clarington Investments InvestmentsInc. Inc. Based Based on on the the market market value valueof ofthe theassets assetsunder undermanagement Clarington Investments Based on the market the following fee schedule will apply: management the following fee schedule will apply: management the following fee schedule will apply: Balanced Portfolio Moderate Portfolio Type Portfolio Management Fee: Advisor Portfolio Services Fee: Referral Fee: Total: Rate (%) 0.68 % 0.44% 0.55 % 0.55% 1.00 % 0.95% -----------2.23 % 1.94% * All fees shown are expressed as Annual Rates. * Fees will be calculated and paid monthly in arrears at the end of each month based on the total market value of the Assets on the last business day of the month. If an account is closed during a month, fees for the last month are applied according to the number of days elapsed. FundEX Investments Investments Inc. Inc. ('FundEX'), ('FundEX'), aa * The referral fee identified above will be paid to FundEX registered mutual fund dealer. APS will provide you with discretionary portfolio management services in accordance with this Agreement, and FundEX will continue to oversee the entirety of your FundEX account. Your securities holdings with APS may from time to be time be disclosed to FundEX FundEX. * Fees may be changed from time to time by APS on notice to you. Notice of any fee change will be delivered as per the stated preferred method (i.e., electronic, mail). If you object to a fee change, you may provide notice of objection and termination of the account to APS within 60 days of the fee change; APS will then refund the amount of any fee increase to you from the date of the increase to the date of termination. IA CLARINGTON INVESTMENTS INC. _____________ Signature _____________ Date John Smith Gualtieri, Rinaldo _____________ Signature _____________ Date Second Client Name _____________ Signature _____________ Date P Anthony Silvestrin Senior Vice-President Private Wealth Management Client(s) Initials [ ] [ ] 17 | P a g e Schedule B: Policy Statement ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s Securities laws in certain Canadian provinces require that dealers and advisers, insofar as their activities concern their own securities or the securities of issuers who are related to or connected with them or who are related to or connected with a third party related to them, must comply with certain rules and regulations, in particular, in respect of the information to be provided. Such rules and regulations require that dealers or advisers inform their clients of their relationship or connection with securities issuers before effecting a transaction on their behalf or advising them. It would be advisable for clients to refer to the applicable provisions to obtain further information on these rules and regulations and their rights or to consult a legal adviser. Industrial Alliance Insurance and Financial Services Inc. ('IA-LIFE') is the sole shareholder of IA Clarington Investments Inc. ('IAC'). IA-LIFE is a public company whose common shares are listed on the Toronto Stock Exchange under the stock symbol 'IAG' and consequently IALIFE is a related securities issuer of IAC. IAC is an investment advisor and a portfolio manager. In addition, as of November 1, 2006, IA-LIFE, the shareholder of IAC, controls the following companies and consequently, IAC is related to these companies: * * * * * Industrial Alliance Pacific Insurance and Financial Services; Investia Financial Services Inc., a group savings firm; FundEX Investments Inc., a mutual funds dealer; Industrial Alliance Securities Inc., a securities dealer; Industrial Alliance Trust Inc., a trust company. P It is IAC's policy not to give investment advice on the purchase or sale of securities of which its mother company, Industrial Alliance Insurance and Financial Services Inc., is the issuer, regardless of whether or not it is in the course of an investment, unless there is an express written request from the client to effect the purchase or sale of one of these securities. It is also IAC's policy to comply in all respects with the applicable securities laws and to make all the required disclosures, and in this context IAC has also established a Protocol with a view to reducing to a minimum potential conflicts of interest, which is appended hereto. Client(s) Initials [ ] [ ] Schedule B: Policy Statement 18 | P a g e Protocol to reduce to a minimum potential conflicts of interest P ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s The relationship that binds IAC to IA-LIFE and its affiliates makes it necessary to establish the policies set forth below, with a view to dealing with potential conflicts of interest and ensuring that the investment decisions are made and executed in the best interest of IAC clients. Although the administrators and senior executives may exercise functions in more than one of the companies related to IAC, they are operated as separate legal entities. a) All investment decisions regarding the purchase and sale of securities making up the client's portfolio shall be taken in the normal course of the company's activities, without IA-LIFE or one of the entities currently associated or affiliated with IA-LIFE intervening. IAC shall remain autonomous in respect of the decision-making and operations regarding the management of client's funds and the choice of their investments. b) Investment decisions shall be made in good faith by the portfolio managers, without such decisions being influenced by reasons other than the best interest of clients. c) Neither IA-LIFE nor any other entity affiliated with IA-LIFE, their administrators, senior executives, employees shall take part in or influence, directly or indirectly, the formulation of any investment advice that IAC shall give to clients. However, some of these affiliated companies may provide IAC, on request, with investment research services, and from time to time, such entities may collaborate with a view to offering products and services in the interest of IAC clients. It is however understood that in such a case, no information on the client may be exchanged without first obtaining the client's express written consent. d) Subject to the applicable laws, IAC may, from time to time, purchase the securities of related or connected issuers for its client's portfolios. IAC shall obtain its client's consent in accordance with the consent form appended to Schedule 'C', prior to exercising the same discretionary power on behalf of its client as that granted under the terms of the Mandate in respect of the securities of a related issuer and, at the time of the investment of a security (for example, as part of an initial placement of securities, such as an initial public offering, or in respect of the resale of securities subject to restrictions from a firm underwriter) regarding the securities of a connected issuer. For client's residing in Ontario, Nova Scotia and Newfoundland, consent shall be obtained once every 12 months. IAC shall also obtain the client's consent in all other cases where the applicable laws or regulations require. e) When IAC produces reports for the client concerning transactions effected in the exercise of its discretionary management power, IAC shall disclose its relationship with its related issuers in compliance with the provisions of the law. f) IAC may, from time to time, advise its clients on the purchase and sale of mutual funds of related issuers referred to herein, insofar as: * IAC deems that the purchase or sale is in the best interest of its client; * the purchase does not generate dual management fees; and * the prior consent of the client was obtained, and for clients residing in Ontario, Nova Scotia and Newfoundland, consent shall be obtained once every 12 months. Client(s) Initials [ ] [ ] 19 | P a g e Schedule B: Policy Statement CONSENT FORM ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s When an account is opened with IA Clarington Investments Inc. ('IA Clarington'), Securities laws require that IA Clarington obtain its client's consent to exercise the same discretionary power over their accounts as that granted under the terms of the Mandate with respect to its related dealers or advisers and related issuers, and in some cases, with respect to its connected issuers. For clients residing in Ontario and Nova Scotia, such consent shall be obtained once every 12 months (please refer to the Statement of Policies). CONSEQUENTLY: Except for the purchase or sale of securities issued by Industrial Alliance Insurance and Financial Services Inc., which the Client must expressly request in writing to IA Clarington to be included in its Portfolio, the undersigned (or each of the undersigned) hereby confer(s) upon IA Clarington the authority to exercise the same discretionary power over his (their) account as that granted under the terms of the Mandate for: (i) the purchase or sale of securities of related issuers of IA Refused if initialled Clarington, such issuers being listed in the Statement of Policies, and for the purchase or sale of securities of connected issuers of IA Clarington, whether in the context of an investment or not; (ii) the purchase or sale of securities held by IA Clarington or Refused if initialled a company in the Industrial Alliance group, the purchase or sale of securities in an investment in which or a company in the same group participates, or the purchase or sale of securities issued by a company that has a senior executive who is also a senior executive of IAC; P (iii) the purchase or sale of mutual fund securities whose Refused if initialled manager is IA Clarington or an affiliate and/or whose name appears in the Statement of Policies, including both public mutual funds and private pools, if applicable. IA Clarington's specific powers with respect to any of the investments listed above are set out in detail in section 4, including in particular subsections 4(g), 4(h) and 4(i) of the attached agreement. Client(s) Initials [ ] [ ] 20 | P a g e To refuse your consent with respect to one of the above statements, please cross out the statement in question and place your initials beside it. _____________ Signature _____________ Date _____________ Signature _____________ Date ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s John Smith Gualtieri, Rinaldo P Second Client Name Client(s) Initials [ ] [ ] 21 | P a g e Schedule C: Consent to Electronic Delivery of Documents ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s I have read and understand this "Consent to Electronic Delivery of Documents" and consent to the electronic delivery of the documents listed below that APS elects to deliver to me electronically, all in accordance with my instructions below. 1. APS will provide the following documents electronically: a.Account statements; b. Trade confirmations; c. Any documents requiring my attention or signature; d. Shareholder communications (if any) 2. Documents will be delivered by email to the email address provided by me and updated by me with no other notice of delivery. 3. Documents will be sent via electronic mail in a variety of formats including Microsoft Office Formats, plain text format, or as an Adobe Acrobat file. You must have a computer capable of running the software to view these documents. Adobe Acrobat Reader is available free of charge from Adobe at www.adobe.com. In a case where the Client does not have the capability of viewing a sent document, we will send in a suitable format or send in paper format at our election. 4. I acknowledge that I may receive at no cost from the deliverer a paper copy of any documents delivered electronically if I contact APS by telephone, regular mail or electronic mail at (866) 425-5861, ext. 3884, or IA Clarington Investments Inc. - Advisor Portfolio Services, 300-2200 McGill College, Montreal, QC, H3A 3P8, or [email protected]. Documents will generally be available for 3 months from date of origination. P 5. I understand that my consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if I have provided an electronic mail address), at any time by notifying the deliverer of such revised or revoked consent by telephone, regular mail or electronic mail at (866) 425-5861, ext. 3884, or IA Clarington Investments Inc. - Advisor Portfolio Services, 300-2200 McGill College, Montreal, QC, H3A 3P8, or [email protected]. 6. I understand that I will be provided with a paper copy of any documents delivered electronically if electronic delivery fails. 22 | P a g e ro Sa P p m or e p tf rty le ol io of Co S Ad py er v vi is ce or s 7. All reasonable precautions will be taken to protect the confidential information of all clients. a. Use of my identifying information by way of telephone or electronic means is at my own risk. b. I acknowledge and agree that the security and privacy provided by electronic means and telephone is not complete or reliable and can be circumvented by an unauthorized person. 8. I understand that I am not required to consent to electronic delivery. I hereby consent to the electronic delivery of documents with respect to the terms of this Schedule: _____________ Signature _____________ Date Second Client Name _____________ Signature _____________ Date P John Smith Gualtieri, Rinaldo
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