COMPLIANCE POLICIES & PROCEDURES MANUAL (“CPPM”)

INVESTIA FINANCIAL SERVICES INC.

July 2021

COMPLIANCE POLICIES & PROCEDURES MANUAL

(“CPPM”)

Investia Financial Services Inc. Compliance Policies & Procedures Manual

Last Update: November 30, 2021 i

Table of Contents Introduction ............................................................................................................................................................. 1

I. Regulatory Necessity for Compliance ...................................................................................... 1

II. Application ............................................................................................................................... 1

III. Failure to Comply ..................................................................................................................... 1

IV. Standard of Conduct ................................................................................................................ 1

V. Associated Parties Organization Chart ..................................................................................... 2

Chapter 1 – Compliance Supervision........................................................................................................................ 3

I. Responsibility for Compliance .................................................................................................. 3

A) Relationship between Investia and Representatives ............................................................... 3

B) Investia and its Officers ............................................................................................................ 3

C) Chief Compliance Officer ......................................................................................................... 3

D) Creating an Effective Compliance Function ............................................................................. 3

II. Compliance Structure & Roles ................................................................................................. 3

A) Ultimate Designated Person (“UDP”)....................................................................................... 4

B) Chief Compliance Officer (“CCO”) ............................................................................................ 4

C) Director/Assistant Chief Compliance Officer (“ACCO” or collectively “ACCOs”) ..................... 4

D) Coordinator-Corporate Branch Manager ................................................................................. 4

E) Branch Auditor (“BA” or collectively “BAs”) ............................................................................ 4

F) Corporate Branch Manager (“CBM”) ....................................................................................... 5

G) Producing Branch Manager (“PBM”) ....................................................................................... 5

H) Compliance Officer ................................................................................................................... 5

I) Trade Review Coordinator (“TRC”) .......................................................................................... 5

J) Registration Department ......................................................................................................... 5

K) Product Review Coordinator (“PRC”) ....................................................................................... 5

L) Sales Practice Administrator (“SPA”) ....................................................................................... 6

Chapter 2 – Registration........................................................................................................................................... 7

I. Registration Requirements ...................................................................................................... 7

A) Branch and Sub-Branch Registration ....................................................................................... 7

B) Representative Registration ..................................................................................................... 7

C) Individual Qualifications & Proficiency Requirements............................................................. 9

D) Continuing Education Requirements ..................................................................................... 10

E) Client Mobility Exemption (“CME”) ....................................................................................... 11

F) Errors and Omissions Insurance (“E&O”) ............................................................................... 12

G) Resignation & Termination .................................................................................................... 12


Last Update: November 30, 2021 ii

H) Internal Discipline .................................................................................................................. 13

II. Additional Requirements ....................................................................................................... 13

A) Joint Codes ............................................................................................................................. 13

B) Signature Guarantee .............................................................................................................. 14

C) Administrative Assistants ....................................................................................................... 14

D) Associate Advisors .................................................................................................................. 15

E) Trade Names & Business Names ............................................................................................ 15

F) Business Titles ........................................................................................................................ 17

G) Remuneration ........................................................................................................................ 18

H) Absence & Vacation ............................................................................................................... 19

I) Stealth Advising ...................................................................................................................... 19

III. Outside Activities (“OA”) ........................................................................................................ 20

A) Approval of Outside Activities ................................................................................................ 20

B) Fee for Service Financial Planning .......................................................................................... 22

C) Outside Activity (“OA”) Disclosure ......................................................................................... 24

D) Monitoring of Outside Activities ............................................................................................ 25

IV. Referral Arrangements ........................................................................................................... 26

V. Member Reporting Requirements ......................................................................................... 28

Chapter 3 – Legislative Requirements .................................................................................................................... 31

I. Privacy .................................................................................................................................... 31

II. Anti-Money Laundering and Anti-Terrorist Financing (“AML/ATF”)...................................... 35

III. Unsolicited Telecommunication Rules ................................................................................... 35

IV. Canadian Anti-Spam Legislation ............................................................................................. 36

V. Incorrect Client Address ......................................................................................................... 37

VI. Integrated Accessibility Standards Policy .............................................................................. 37

VII. Information and Communications Standards ........................................................................ 38

Chapter 4 – Know Your Client ................................................................................................................................ 39

I. Collection of Know Your Client (“KYC”) Information ............................................................. 39

A) KYC Definitions ....................................................................................................................... 39

B) Client Identity Requirements ................................................................................................. 41

C) Corporate Account Identity Requirements ............................................................................ 42

D) Remote Account Opening Procedure .................................................................................... 43

E) Collection of KYC Information ................................................................................................ 44

F) Investor Questionnaires ......................................................................................................... 44

G) Account Types and Requirements ......................................................................................... 45


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H) Investment Risk Suitability ..................................................................................................... 48

I) Asset Allocation Suitability ..................................................................................................... 49

J) Concentration Risk ................................................................................................................. 50

K) Sales Charge Restriction ......................................................................................................... 53

L) Disclosure of Fees .................................................................................................................. 55

M) Maintaining Client Notes ....................................................................................................... 55

N) Timeliness of Compliance Related Inquiries .......................................................................... 56

O) Reasonability of KYC ............................................................................................................... 57

II. New Client Application Form (“NCAF”) .................................................................................. 58

A) General ................................................................................................................................... 58

B) Statement of Disclosure ......................................................................................................... 59

C) Transferred-In Accounts......................................................................................................... 60

D) Electronic Delivery of Documents .......................................................................................... 60

III. KYC Update ............................................................................................................................. 61

A) Updating KYC .......................................................................................................................... 61

B) Plan Specific KYC .................................................................................................................... 62

C) KYC Information on Univeris .................................................................................................. 63

D) Dealer Statement Negative Option ........................................................................................ 63

IV. Investia Prescribed Forms ...................................................................................................... 63

A) Paperwork Submission ........................................................................................................... 63

B) Electronic Signature ............................................................................................................... 64

C) Limited Authorization Form (“LAF”)....................................................................................... 64

D) Power of Attorney (“POA”), Trustee, Executor of Estate ...................................................... 66

E) Trading Authorization ............................................................................................................ 68

F) Trusted Contact ...................................................................................................................... 69

Chapter 5 – Trading ................................................................................................................................................ 70

I. Investia Product Shelf ............................................................................................................ 70

A) Authorized Products .............................................................................................................. 70

B) Product Approval Request ..................................................................................................... 70

C) Non-Approved Products ........................................................................................................ 71

D) Point-of-Sale Documents ....................................................................................................... 71

E) Guaranteed Investment Certificates (“GIC”) ......................................................................... 71

II. Exempt Market Products ....................................................................................................... 71

A) Accredited Investor ................................................................................................................ 74

B) Offering Memorandum Exemption ........................................................................................ 75


Last Update: November 30, 2021 iv

C) Suitability................................................................................................................................ 79

III. Order Entry Procedures ......................................................................................................... 79

A) Client Instructions .................................................................................................................. 79

B) Transmission of Orders .......................................................................................................... 80

C) Off-Book Transactions / Direct Trading ................................................................................. 81

D) Letters of Indemnity (“LOI”) ................................................................................................... 82

E) Annual Transfer of 10% Free / Matured Units ....................................................................... 83

F) Commission Rebates .............................................................................................................. 84

G) Right of Withdrawal ............................................................................................................... 85

H) Right of Rescission.................................................................................................................. 85

I) Out-of-Province Clients .......................................................................................................... 86

J) United States Residents ......................................................................................................... 86

K) Out-of-Country Residents ...................................................................................................... 88

IV. Model Portfolios – Advance Instructions for Account Rebalancing .............................................................. 89

Chapter 6 – Banking ............................................................................................................................................... 90

I. Monies Received .................................................................................................................... 90

II. Trust Account ......................................................................................................................... 91

III. Disbursements ....................................................................................................................... 92

IV. NSF Cheque Policy .................................................................................................................. 92

V. Changes to Banking Information ............................................................................................ 92

Chapter 7 – Borrowing to Invest (“Leveraging”) .................................................................................................... 94

I. Introduction ........................................................................................................................... 94

II. New Leverage Account Procedures ....................................................................................... 95

III. Transfer in of Leveraged Accounts ......................................................................................... 96

IV. Leverage Suitability Criteria ................................................................................................... 97

V. Ongoing Leverage Review Procedures ................................................................................... 98

VI. Additional Leverage Information ........................................................................................... 99

Chapter 8 – Complaint Handling .......................................................................................................................... 102

I. Introduction ......................................................................................................................... 102

II. Duty to Assess All Complaints .............................................................................................. 103

III. Investia Assistance in Documenting Verbal Complaints ...................................................... 103

IV. Client Access......................................................................................................................... 104

V. Prompt Handling of Complaints ........................................................................................... 104

VI. General Complaint Handling Requirements – Head Office ................................................. 104

VII. General Complaint Handling Requirements – Representatives .......................................... 105


Last Update: November 30, 2021 v

VIII. Settlement Agreements ............................................................................................................ 105

IX. Additional Complaint Handling Requirements .......................................................................... 105

X. Supervisory Investigations ........................................................................................................... 106

XI. Record Retention ........................................................................................................................ 107

Chapter 9 – Conflicts of Interest .......................................................................................................................... 108

I. General ................................................................................................................................. 108

II. Business Promotion Items and Activities ............................................................................. 109

III. Personal Financial Dealings .................................................................................................. 110

IV. Gifts and Gratuities .............................................................................................................. 111

V. Pre-Signed Forms ................................................................................................................. 111

VI. Standing Order Instructions ................................................................................................. 114

VII. Acting Outside Scope of Registration................................................................................... 114

VIII. Churning ............................................................................................................................... 114

IX. Switch Fees ........................................................................................................................... 116

X. Uniformity of KYC ................................................................................................................. 116

Chapter 10 – Books, Records & Reporting ........................................................................................................... 118

I. Requirement for Investia Books and Records ...................................................................... 118

II. Client Files ............................................................................................................................ 119

III. Client Reporting ................................................................................................................... 119

A) Delivery of Account Statement ............................................................................................ 119

B) Content of Account Statement ............................................................................................ 120

IV. Portfolio Summaries ............................................................................................................ 120

V. Trade Confirmations ............................................................................................................ 121

VI. Hold Mail .............................................................................................................................. 121

VII. Paperless Office .................................................................................................................... 121

VIII. Access to Books and Records ............................................................................................... 122

IX. Record Retention ................................................................................................................. 123

X. Disaster Recovery Policy ...................................................................................................... 123

Chapter 11 – Marketing Practices ........................................................................................................................ 124

I. Advertising and Sales Communications ............................................................................... 124

A) Use of the Investia Name and Logo ..................................................................................... 124

B) Equal Size and Prominence of Trade Names ....................................................................... 124

C) Compliance Review .............................................................................................................. 125

D) General Requirements ......................................................................................................... 125

E) Disclaimers ........................................................................................................................... 125


Last Update: November 30, 2021 vi

F) Performance Data ................................................................................................................ 125

G) Prohibited Representations ................................................................................................. 125

H) Communications Regarding Leverage .................................................................................. 126

I) Websites ............................................................................................................................... 126

J) Social Media and Blogs ........................................................................................................ 127

II. Cooperative Marketing ........................................................................................................ 128

A) Request for Pre-Approval Procedure ................................................................................... 128

B) Reimbursement Request ..................................................................................................... 128

C) Requests for Charitable Donations ...................................................................................... 129

D) Requests for Promotional Items & Activities ....................................................................... 129

E) Cooperative Marketing in Relation to Referral Arrangements ............................................ 129

Chapter 12 – Investia Capital Requirements ........................................................................................................ 130

I. Capital Requirements ........................................................................................................... 130

II. Capital and Margin ............................................................................................................... 130

A) Client Lending and Margin ................................................................................................... 130

B) Member Capital ................................................................................................................... 130

C) Advancing Mutual Fund Redemption Proceeds................................................................... 130

D) Guarantees ........................................................................................................................... 130

III. MFDA Financial Form 1 ........................................................................................................ 131

Chapter 13 – Investia Bonding and Insurance Requirements .............................................................................. 132

I. Financial Institution Bond .................................................................................................... 132

II. Notice of Termination .......................................................................................................... 132

III. Terminations or Cancellations ............................................................................................. 132

IV. Amounts Required ............................................................................................................... 133

V. Provisions ............................................................................................................................. 133

VI. Qualified Carriers ................................................................................................................. 133

VII. Global Financial Institution Bonds ....................................................................................... 133

VIII. Notification .......................................................................................................................... 133

Chapter 14 – The Regulators ................................................................................................................................ 134

I. Mutual Fund Dealers Association of Canada (“MFDA”)....................................................... 134

II. Securities Commissions ........................................................................................................ 134


Last Update: November 30, 2021 1

Introduction Investia Financial Services Inc., (“Investia” or the “Dealer”) has created the following manual to comply with applicable legislation and regulatory requirements governing the securities industry and to assist Investia and its Representatives (the “Representative” or collectively the “Representatives”) in establishing a culture of compliance within their business. The Mutual Fund Dealers Association of Canada (the “MFDA”), the Canadian Securities Administrators (the “CSA”) and the provincial securities commissions, as applicable, require dealers to establish and implement internal controls and procedures that are reasonably designed to achieve compliance with various regulations and rules of the securities industry as they pertain to Investia and its Representatives. In creating this Compliance Policies & Procedures Manual (“CPPM”), it is understood that the process of complying with rules and regulations of the industry is ever-changing due to amendments in regulation, dealer events, and changes in the market place. To keep pace with the changing regulatory landscape, Representatives are required to consult the Advisor Centre section of Investia’s website www.investia.ca (www.fundex.com for former FundEX Representatives) for updates to this manual, as well as to review weekly compliance communications. Investia’s Compliance Department (“Head Office Compliance”) will provide Representatives assistance in understanding compliance with laws and regulations. Investia also invite its Representatives to contact their Producing Branch Manager (“PBM”), Corporate Branch Manager (“CBM”), and/or Head Office Compliance for additional guidance, as required. NOTE: Links to various websites are contained within Chapter 14 of this manual to provide Representatives with further access to regulatory information across the country.

I. Regulatory Necessity for Compliance Investia is registered provincially as a Mutual Fund Dealer and Exempt Market Dealer. In each province, requirements and limitations are imposed on the activities of Investia and the Representatives whose registrations it supports. Investia is responsible to the regulators for the business activities of its Representatives. Regulations may restrict the securities in which the Representative may advise, trade, or act in furtherance of a trade. Trading may only be done in those jurisdictions where it is permitted by the provincial regulator, and generally in those jurisdictions where Investia and the Representative are licensed. The activity of conducting a trade includes all correspondence and discussions surrounding the trade and is generally considered to take place in the jurisdiction of the client’s residence. Investia is directly responsible for supervising the activities of its Representatives. As such, Investia must implement its own systems and personnel to monitor Representatives’ activities and registration as well as to interpret and disseminate regulatory requirements and practices.

II. Application The policies and procedures in the CPPM apply to and govern the business activities that all Representatives, Licensed Assistants and other registrants conduct through Investia, each in their capacity as an agent of the dealer. All transactions in products that have been approved for sale by Investia shall be processed in the manner set forth in the CPPM. Investia reserves the right to alter the required policies and processes as it deems necessary.

http://www.investia.ca/

http://www.fundex.com/



III. Failure to Comply Instances of non-compliance may result in disciplinary action and/or penalties, including notification to the MFDA or other applicable regulators. Failure by Representatives to follow the prescribed procedures may affect their ongoing and future registration. It is Investia’s expectation that Representatives will cooperate with Investia personnel in a professional and timely manner. If a Representative breaches Investia’s internal compliance policies and procedures and/or has breached regulatory requirements, their activities may be further reviewed by Head Office Compliance. This may result in the Representative receiving a written warning or additional supervisory measures, fines, suspension or possible termination.

IV. Standard of Conduct All officers, directors, coordinators, producing Branch Managers, Corporate Branch Managers, Branch Auditors, employees and Representatives must at all times deal fairly, honestly, and in good faith with clients, as well as maintain a high standard of conduct in all relationships with clients, colleagues, competitors and the general public. The letter and spirit of all applicable legislation and regulations must be adhered to by all Representatives, who must cooperate fully with regulatory bodies and other agencies or institutions when called upon to do so. Failure to comply with all applicable laws and the policies and procedures outlined in this CPPM may be sufficient cause for dismissal. In addition to complying with securities rules and other applicable legislation, all Representatives must abide by Investia’s Code of Ethics and Conduct as set out below.

Code of Ethics and Conduct The Representative shall:

• Be registered in good and valid standing under applicable legislation, securities regulation and MFDA Rules in the jurisdictions in which the Representative conducts Investia approved business.

• Deal fairly, honestly and in good faith with their clients.

• Observe high standards of ethics and conduct in the transaction of Investia approved business.

• Display absolute trustworthiness, with the client’s best interests being of foremost consideration at all times and in all business dealings.

• Not engage in any business conduct or practice that is unbecoming or detrimental to client or public interest.

• Be of such character and business repute and have such experience and training as is consistent with the standards described by Investia’s policies and procedures, MFDA Rules and applicable legislation.

• Conduct a diligent and business-like effort to learn the essential and current financial and personal circumstances, asset allocations and risk profile of each client. All documentation relevant to Investia approved business must reflect material information and/or any material changes to the client’s status.

• Ensure all recommendations are based on a careful analysis of both the information obtained from the client and any relevant information relating to the particular transaction.

• Refrain from making any untrue or misleading statements and at all times provide full disclosure of all material facts in respect of promoting Investia’s approved products to clients and the public.

• Ensure all sales practices material is approved by Investia prior to distribution and/or publication. Exceptions include prospectuses, Fund Facts documents, offering memoranda, annual reports, brochures and any other standard account reports produced by a fund company.

• Ensure all methods of soliciting and conducting Investia approved business merit public respect and confidence and reflect favourably on the corporate image of Investia and its affiliates.

For additional information regarding conduct please refer to OSC 31-505 - Conditions of Registration, Part 2- General Duties, and MFDA Rule No. 2, which addresses the responsibilities of the Representative.



In the event a Representative is contacted by a regulatory organization, they must respond to such organization as requested and immediately notify their designated PBM/CBM and Head Office Compliance accordingly.

V. Associated Parties Organization Chart

LIST OF SHAREHOLDERS Investia Financial Services Inc.

Industrial Alliance Insurance & Financial Services Inc. 100%

1080, Grande Allée Ouest Quebec City, QC (G1K 7M3)

IAIFG is held by “iA Financial Corporation Inc.”/“iA Société financière inc.”.



Chapter 1 – Compliance Supervision

I. Responsibility for Compliance A) Relationship between Investia and Representatives Investia is responsible for both the clients serviced by its Representatives and for the Representatives themselves. While Investia makes every effort to foster independence among its Representatives and branch or sub-branch offices, Investia must ensure that the best interests of its clients are paramount to the interests of Investia and its Representatives and that our clients remain at the forefront of all business encounters and activities.

B) Investia and its Officers Under MFDA Rule 2.5, Investia is responsible for establishing, implementing and maintaining policies and procedures to ensure that its business is handled in accordance with the By-laws, Rules and Policies of the MFDA and with other applicable legislation. The duties of Investia under Rule 2.5 extend to all directors with respect to their corporate governance responsibilities and to all officers of Investia with regard to their areas of management responsibility.

C) Chief Compliance Officer MFDA Rule 2.5.3 requires Investia to designate an individual registered under applicable securities legislation as a Chief Compliance Officer (“CCO”), who must be an officer or senior manager of Investia. In compliance with regulatory requirements, the responsibilities of the CCO include, but are not limited to:

• Establishing and maintaining policies and procedures for monitoring and assessing compliance by Investia and its Representatives;

• Monitoring and assessing compliance of Investia and its Representatives;

• Reporting to the Ultimate Designated Person (the “UDP”) of Investia as soon as possible if the CCO becomes aware of any circumstances of non-compliance with MFDA By-laws, Rules, Notices and Policies (collectively the “MFDA Rules”) and applicable legislation, which reasonably creates risk of harm to a client or the capital markets or where there has been a pattern of non-compliance; and

• Submitting a report to the Board of Directors, as frequently as necessary and not less than annually, for the purpose of assessing compliance by Investia and its Representatives.

D) Creating an Effective Compliance Function MFDA Policy No. 2 notes that effective self-regulation begins with Investia establishing and maintaining a supervisory environment that fosters the business objectives of Investia and maintains the self-regulatory process. There may be a variety of methods to appropriately address regulatory issues, and Investia will tailor its internal policies and procedures to its specific needs. Regulatory updates and changes will be immediately provided to all Representatives via Investia’s weekly communication. As part of its “Branch Review Program” (“BRP”), Investia will perform regular reviews of the business practices of its Head Office, regional offices, and branch and sub-branch offices to ensure compliance with MFDA Rules. Representatives are expected to review all communications from Head Office and attend mandatory compliance meetings to remain informed of compliance policy developments.

II. Compliance Structure & Roles The role of Head Office Compliance is to ensure that the handling of Investia’s business is in accordance with applicable legislation, securities laws, rules and policies and observes high standards of conduct. To this end, Investia strives to establish, implement and monitor the effectiveness of its policies and procedures and facilitate the ongoing education of its employees, producing Branch Managers, Corporate Branch Managers, Branch Auditors and Representatives.



A) Ultimate Designated Person (“UDP”)

The Ultimate Designated Person (“UDP”) is a senior officer (i.e. the President) with the overall responsibility for the conduct of the dealer. The UDP is responsible for promoting policies and procedures that are developed and ensuring they are implemented and adhered to meet the regulatory requirements of Investia. In accordance with MFDA Rule 2.5.2, the responsibilities of the UDP include the supervision of Investia’s activities that are directed towards ensuring compliance with applicable securities legislation, including MFDA Rules, by both Investia and individuals acting on its behalf.

B) Chief Compliance Officer (“CCO”) The Chief Compliance Officer (“CCO”) is responsible for monitoring adherence by Investia, its employees, producing Branch Managers, Corporate Branch Managers, Branch Auditors and Representatives to applicable legislation, including MFDA Rules. The CCO is a member of Investia’s senior management team reporting to the UDP. The CCO is responsible for ensuring that policies and procedures are established and implemented to meet the regulatory requirements of Investia. The CCO is required to report to the UDP, as soon as possible, of any circumstances indicating that Investia or its Representative(s) may be in non-compliance (where the non-compliance reasonably creates risk of harm to a client, capital markets or is a pattern of non-compliance) and at least annually, to its Board of Directors as necessary, submit a report on the status of compliance at Investia for the purpose of assessing compliance by Investia.

C) Director/Assistant Chief Compliance Officer (“ACCO” or collectively “ACCOs”) Reporting to the CCO, Directors/Assistant Chief Compliance Officers (“ACCOs”) are responsible for supervising and administering the day-to-day functions of Head Office Compliance, including acting as a resource and ensuring they are fulfilling their supervisory function. Ultimately, it is the responsibility of the Director/ACCO to ensure that all regulatory obligations are carried out and escalate any concerns or issues to the CCO. The Director/ACCO may delegate supervisory functions to the relevant Coordinator/CBM/RBM/PBM or a qualified compliance staff member in accordance with applicable securities legislation, including MFDA Rules.

D) Coordinator-Corporate Branch Manager Reporting to the applicable Director/ACCO, Coordinators are responsible for oversight of day-to-day compliance functions and monitor to ensure all functions are carried out according to the prescribed policies and procedures.

E) Branch Auditor (“BA” or collectively “BAs”) The Branch Auditors (“BAs”) report to the Coordinator-Audit and are responsible for carrying out the Branch Review Program (“BRP”) as well as the Annual Compliance Visit (ACV), which includes interviews and substantive testing, as well as a review of client files, sales communications, advertising, client communications and complaints to ensure that Representatives are conducting business on behalf of Investia in a compliant manner. Reviews will be conducted on the branch or sub-branch premises during business hours, and client files and records shall be made available for review. A random sample of client accounts will be reviewed in detail. An exit interview followed by an evaluation report will be completed and forwarded to the Representative for response. General Overview of the BRP The BRP is beneficial to Investia and its Representatives. Investia believes that the only way to confirm policies and procedures are clearly understood and in place is to observe processes at work. This is an opportunity for Representatives and their assistants to ensure proper procedures are in place and that there is an effective paper trail of their daily business activities. The BRP program will help ensure that the Representative is running their individual practice in accordance with internal policies and procedures and regulatory requirements. The BRP will be scheduled and performed within a 3-year cycle. However, the BRP may be administered at any time without notice. The entire BRP complies with MFDA Policy No. 5. Representatives are required to provide the BA and Head Office Compliance access to books and records relating to Investia business, as well as any outside activity approved by Investia. The same applies to those



Representatives having commissions paid to a personal service corporation. The provisions stated herein also extend to applicable provincial securities commissions or similar regulatory authorities, self-regulatory organizations, and law enforcement agencies.

F) Corporate Branch Manager (“CBM”) Reporting to the Coordinator-Corporate Branch Manager, the Corporate Branch Manager (“CBM”) is responsible for tier-1 supervision of all producing Branch Managers and Representatives not otherwise supervised by a producing Branch Manager or an Alternate Branch Manager. In accordance with MFDA Policy No. 2, the CBM must review and approve within one (1) business day of the trade date all applicable trading activity, including segregated funds that flow through Investia. In the event a deficiency is identified, the CBM should issue an inquiry to the Representative and seek a resolution. Complex inquiries or lack of cooperation from Representatives in addressing inquiries should be escalated to the CBM Coordinator (Account Supervision) and/or Director/ACCO (Account Supervision). For a more comprehensive description of CBM supervisory functions, please consult Investia’s Compliance Supervision Manual (“CSM”).

G) Producing Branch Manager (“PBM”) Subject to supervision by their CBM, the producing Branch Manager (“PBM”) is responsible for tier-1 supervision of Representatives within their branch, as well as those within affiliate sub-branches. In accordance with MFDA Policy No. 2, the PBM must review and approve within one (1) business day of the trade date all applicable trading activity, including segregated funds that flow through Investia, which occurs at the branch and/or sub-branch levels. In the event a deficiency is identified, the PBM should inquire and/or escalate the issue or concern to Investia supervisory staff. For a more comprehensive outline of PBM supervisory duties, please consult Investia’s Branch Manager Manual (“BMM”). In the event that a PBM is temporarily absent or unable to perform their responsibilities, Investia shall designate one or more Alternate Branch Managers (“ABM” or collectively “ABMs”) who must be registered as a BM and have the necessary proficiency to carry out the responsibilities of the PBM.

H) Compliance Officer The Compliance Officer is tasked with the review of the monthly and quarterly trend reports to detect potential non-compliant or unusual trading activity and any other functions required by Investia to ensure all relevant compliance duties are fulfilled.

I) Trade Review Coordinator (“TRC”) The Trade Review Coordinator (“TRC”) is responsible for Tier-2 supervision of all Representatives and producing BMs. In accordance with MFDA Policy No. 2, the TRC must review and approve within one (1) business day of the trade date all applicable trading activity, including segregated funds that flow through Investia. In the event a deficiency is identified, the TRC will inquire and/or escalate the concern or issue to the designated CBM, Coordinator for Regional Branch Managers or Director/ACCO – Account Supervision.

J) Registration Department The Registration Department oversees the submission of applications for individual and corporate registrations, including registration updates, renewals, extra-provincial registrations, U.S. registrations, client mobility exemption declarations and terminations. All registration requests and changes should be submitted to the Registration Department to be processed and updated on the National Registration Database (“NRD”).

K) Product Review Coordinator (“PRC”) The Product Review Coordinator (“PRC”) is responsible for reviewing and conducting thorough due diligence of mutual funds, securities-related referrals and exempt products that are presented to the Product Review Committee for review. The PRC acts as the liaison between Investia and the fund company/issuer in regards to



products. Additionally, the PRC maintains the approved product table in the Univeris back-office system. All product requests and inquiries should be directed to the PRC.

L) Sales Practice Administrator (“SPA”) The Sales Practice Administrator (“SPA”) is responsible for the review and pre-approval of all Representatives’ holding out provisions, sales communications, social media, co-op marketing events, advertising and websites.



Chapter 2 – Registration

I. Registration Requirements A) Branch and Sub-Branch Registration Representatives shall carry on business only from a registered branch office (“Branch”) or sub-branch office (“Sub-Branch”) that has been approved by the applicable provincial securities commission(s). All branch and sub-branch locations must be registered on the National Registration Database (“NRD”). To register a branch and/or sub-branch, a written request must be sent to the Registration Department. Additionally, any changes to branch and/or sub-branch information must be submitted so that appropriate changes can be made on NRD. Branch reviews are held at the registered location where the Representative stores their client files and/or the location where the Representative meets with clients. An office is registered as a branch when it consists of four (4) or more producing Representatives (excluding Licensed Assistants). Each branch must have an onsite producing Branch Manager (“PBM”), who shall have specified compliance responsibilities at the branch in accordance with MFDA Rules and Regulation. PBMs must inform Head Office Registration Department of any changes to the registration of their branch and sub-branch locations. In turn, Investia must advise the applicable provincial securities commission(s) of additional registered personnel or of amendments to existing approved locations within ten (10) days of the effective date of such changes or additions. If an office location contains fewer than four (4) producing Representatives (excluding Licensed Assistants), then this location must be registered as a sub-branch. All sub-branches must be supervised by a PBM or HO BM &/or CBM in limited circumstances, i.e. close supervision of the PBM. All branches and sub-branches are expected to be open during market hours. In the case that the Branch or Sub-branch will not be open, clients must be notified and provided with alternative options in the event a trade must be processed. The CBMs must be notified in advance of any alternate arrangements that have been put in place to service the clients. Client files must be maintained in a registered location of Investia in accordance with applicable regulatory requirements (MFDA Rule 5.1). All locations maintaining original client files must be disclosed to and approved by Investia. If the Representative maintains files at a location other than the location where they meet clients, BOTH locations must be registered on NRD. In determining if a secondary location (i.e.: Representative’s home or any other alternate office location) must be approved and registered as a Sub-branch, the following shall be considered:

• Does the Representative maintain client files with documents and/or notes that are not stored at the sub-branch location?

• Does the Representative advertise or hold out this location to the public (i.e. on business cards, letterhead or other sales communications)?

If the answer to any of the above questions is “yes”, then the home (or any other alternate office location) must be approved and registered as a Sub-branch.

B) Representative Registration Pursuant to NI 31-103, a Representative must not perform an activity that requires registration unless the individual has the education, training and experience that a reasonable person would consider necessary to perform the activity competently. Further, the Representative must have the applicable proficiency and registration requirements. Securities regulation prohibits anyone who is not appropriately registered to provide clients with investment advice. The Representative’s Non-Licensed Assistant, administrative assistant or other



personnel are strictly prohibited from meeting with clients and offering advice or recommendations on the purchase or sale of mutual funds. Representatives new to Investia are prohibited from engaging in any trading activity or holding out as a Representative until Investia has contacted them to confirm that their registration in the category of Dealing Representative with the applicable provincial securities commissions is approved. i Registration Procedure

(a) Initial Registration

• An individual requesting registration must complete a Registration Package and submit it to the Registration Department or the Regional Sales Director;

• Upon receipt of the Registration Package, due diligence on the prospective Representative is conducted by Investia Registration, Head Office Compliance and Sales Management;

• Once the individual is approved, the Registration Department begins the registration process and submits the necessary documents to the applicable provincial securities commission(s) via the National Registration Database (“NRD”).

(b) MFDA Policy No. 1- New Registrant Training & Supervision MFDA Rule 1.2 requires all newly registered salespeople to complete a training program within ninety (90) days of being registered with the relevant provincial securities commissions (i.e. 90-day training program for Mutual Fund Dealing Representatives available through the IFSE Institute at www.ifse.ca). Additionally, concurrent supervision by Investia is required for a period of six (6) months, commencing on the date of initial registration. Once this supervision period has passed, the PBM or CBM signs the Confirmation of Completion of New Registrant Training and Supervision Program and provides it to the Registration Department.

Representatives transferring from another dealer must not solicit or accept trades until notice is received from Investia that the applicable provincial securities commission(s) has approved the transfer request to Investia.

(c) Client Account Transfers External Bulk Transfers External bulk transfers are not permitted according to regulatory requirements. NOTE: In the event that a bulk transfer has not been permitted , client authorization (i.e. client signature on file) is required to transfer the client account via a Dealer/Rep Change Form.

Internal Client Transfers Investia may approve an internal bulk transfer of clients to another existing Investia Representative, subject to the following terms and conditions:

• The relinquishing Representative requests the bulk transfer upon their resignation, or partial sale of the book of business;

• Ten (10) days prior to the scheduled transfer date, Investia and the Representative will send a joint notice to the Representative’s clients, informing them that the Representative is no longer registered and/or the Representative is no longer their representative of record with Investia, and if they so elect, may opt out of the transfer;

• The Representative agrees that the letter to be sent to their clients will be approved in advance by Head Office Compliance and/or the SPA;

• The Representative agrees to reimburse Investia for the cost of preparing and mailing letters to clients, as applicable; and

• If the Representative is no longer licensed with Investia, the Representative pays all amounts owed to Investia before Investia proceeds with the bulk transfer of clients.

http://www.ifse.ca/



Investia expects that, for all client accounts, the New Client Application Form (“NCAF”) will be obtained within a reasonable period of time (i.e. 90 days) by the new Representative. No trading will be permitted unless proper account opening documentation is on file.

For an internal client transfer to another Representative at Investia, a KYC Update Form is permitted to be used. Subsequently, the Representative must perform a suitability review, including a review of any strategies, prior to any transaction taking place. The review must be performed within 90 days of the transfer and prior to any transaction taking place. After 90 days, the accounts will be placed under trade watch. ii Representative Registration Record Head Office Compliance will maintain a record for each Investia Representative, including the following:

• Registration documents;

• Registered business and home addresses;

• Any registered trade or business names under which the Representative operates;

• Amendments to registration;

• Contact information;

• Errors & Omission Certificates;

• Proficiency information;

• Copies of the executed Investia Principal/Agent Agreement;

• Copies of all outside activities and referral arrangements and other agreements approved by Investia; and

• Copies of all correspondence with the Representative related to the above. NOTE: All information will be maintained and reconciled using NRD.

iii Renewal of Registration Unless the Registration Department is provided with a written notice to the contrary prior to December 15th of each calendar year, the Representative’s annual registration will automatically be renewed. All annual registration renewal dates are December 31st.

C) Individual Qualifications & Proficiency Requirements All proficiency obtained by a Representative must be updated, before providing service, on NRD by submitting proof of proficiency to the Registration Department. Trades will not be processed if the Representative does not have the required proficiency for a particular product (i.e. exempt market products or segregated funds). i Mutual Fund Dealer - Dealing Representative A Representative must complete any one of the following exams:

• Canadian Securities Course Exam (CSI); or

• Canadian Investments Funds Course Exam (IFSE Institute).

MFDA Rule 2.5 provides that a Representative is deemed not to have passed an examination or successfully completed a program unless the Representative has done so within thirty-six (36) months prior to the date they apply for registration.

ii Exempt Market Dealer (“EMD”) – Dealing Representative A Representative must complete any one of the following courses:


• Exempt Market Products Course (IFSE Institute). If the Representative has completed their CSC more than thirty-six (36) months prior to applying for EMD registration, they will still meet the proficiency requirements provided they can satisfy one of the following criteria for a 12-month period in the 36-month period prior to their EMD application:



• Relevant securities experience; or

• Registration in the same category of registration in another province or territory. NOTE: Investia cannot sponsor a Representative solely under the category of EMD. iii PBM/CBM Proficiencies To be registered as a PBM or CBM, one of the following qualifications is required:

• Successful completion of the Branch Managers Examination Course (IFSE Institute);

• Successful completion of the Branch Managers Course (CSI); PBMs/CBMs must have the same qualifications and registrations as the Representatives they supervise (i.e. If a Representative under the supervision of a PBM/CBM is registered to sell EMD products, the PBM/CBM must also obtain the required qualifications to sell EMD products). The PBM must also have acted as a mutual fund salesperson, trading partner, director, officer, or compliance officer registered under applicable securities legislation for a minimum of two (2) years or have a minimum of two (2) years equivalent experience. Please refer to MFDA Rule 1.2 for full specifications.

D) Continuing Education Requirements Quebec-Only Representatives Every Representative who is registered as a Mutual Fund Dealing Representative in Quebec must comply with the Regulation of the Chambre de la sécurité financière (CSF) respecting compulsory professional development. As such, a Representative must accumulate the following professional development units (PDUs) during each cycle (comprised of 24 months starting every December 1st of an odd-numbered year):

• 10 PDUs in general subjects;

• 10 PDUs in compliance with standards, ethics and business conduct;

• 10 PDUs in topics specific to each sector or registration category in which he or she is authorized to pursue activities (group savings plan brokerage and any other category if applicable).

Representatives are responsible for checking that the training activities completed are recognized by the CSF as well as for entering these activities in their PDU record file the latest on the 30th of November of an odd year. Representatives who have pursued activities in the financial planning sector should check with the Institut québécois de planification financière (IQPF). For more information on professional development requirements, please visit https://www.chambresf.com/en IMPORTANT: Representatives who are licensed in Quebec and in another province need to comply with both the CSF and MFDA requirements as outlined below. MFDA Representatives As set out in MFDA Rule 1.2.6 and MFDA Policy No. 9, every Representative who is registered as a Mutual Fund Dealing Representative must comply with continuing education (“CE”) requirements. During one CE cycle (comprised of 24 months starting every December 1st of an odd-numbered year), Representatives are required to complete:

• 8 Business Conduct credits;

• 20 Professional Development credits;

• 2 MFDA Compliance credits each cycle (obtained by completing CE activities designated by the MFDA).

For additional details on what qualifies for CE credits, please consult the MFDA Policy No. 9.

https://www.chambresf.com/en



CE requirements may vary for partial cycles. Conditions are detailed hereafter:

• Non-application: Representatives are not required to meet CE requirements for any component if in any given cycle, they are subject to that component requirement for less than or equal to 2 months.

• Pro-ration of credits: If a representative is subject to requirements for any CE component for less than a full cycle and the period in question is greater than 2 months, the Representative may satisfy the requirements on a pro-rata basis. Please refer to MFDA Policy No. 9 for details regarding the calculation.

• Leaves of absence (LOAs): The proration of CE credits is permitted in certain circumstances where the Representative is absent for a period of at least 4 consecutive weeks. Representatives will need to report LOAs to [email protected] and Investia will enter the LOA into the MFDA CE Reporting and Tracking System (MFDACERTS). When the LOA is entered on CERTS, the Representative’s credit requirements will automatically be prorated depending on the number of months entered. Representatives who are on a leave of absence at the end of the cycle and have not met the requirements would need to be compliant within a reasonable period after their return.

Representatives must track their progress and report attendance to CE activities on CERTS. Representatives will not be required to report accredited activities offered by Investia as this specific reporting will be handled by the Investia CERTS administrator. Non-Compliance with the CE Requirements

1. Quebec-Only Representatives Failure to comply with the rules governing compulsory professional development will lead to a suspension of the representative’s certificate or of his registration in the sectors or registration categories in which the requirements have not been met. Information Notice No later than 30 days prior to the end of a reference period, the CSF will send an information notice to every Representative who has not accumulated the required number of PDUs, informing him of the consequences of non-compliance with the professional development requirements. Notice of Non-Compliance No later than 30 days after the end of a reference period, the CSF will send a notice of non-compliance to every Representative who has not accumulated the required number of PDUs, informing him of the consequences of non-compliance with the professional development requirements. The Autorité des marchés financiers will be informed that a notice of non-compliance was sent to the Representative.

2. MFDA Representatives Failure to complete the CE requirements may lead to a request from the MFDA that Investia suspends the representative from acting as an Approved Mutual Fund Dealing Representative. The suspension would continue until the representative is compliant with the CE requirements. Continuous failure may result in additional disciplinary action.

E) Client Mobility Exemption (“CME”) Investia permits its Representatives to use the Client Mobility Exemption (“CME”), as contained in National Instrument 31-103. The CME permits a Representative to continue servicing their existing client(s) who have relocated to another jurisdiction, without having to be registered in that non-resident jurisdiction. The Representative may deal with up to five (5) “eligible” clients in each Canadian jurisdiction. Each of the client, their spouse and any children constitute an eligible client. The following conditions must be satisfied in order for the CME to be approved by Investia and the applicable provincial securities commission(s):

mailto:[email protected]



i. The CME request must be submitted in writing and approved prior to placing trade. The client must be an existing client of the Representative living in the Representative’s home jurisdiction and is now relocating to a new province. The initial client account(s) must have originated in the Representative’s home jurisdiction (i.e. NCAF signed in Representative’s home jurisdiction);

ii. If the CME is granted, no more than five (5) clients (i.e. 5 unique SINs) may be serviced per province, per Representative (i.e. 1 SIN = 1 client);

iii. The Representative must request an exemption each time an existing client relocates to a new province, as the Representative is required to complete and return the CME- Representative Declaration Form so that Investia can notify the impacted client(s); and

iv. For clients being serviced under a joint rep code, each Investia Representative is required to complete and submit a CME-Representative Declaration Form. The joint rep code should be applied to the form.

Once the CME is approved, the impacted client(s) will be notified in writing by sending a CME Client Disclosure document to inform the client that their Representative is exempt from registration in the local jurisdiction and is not subject to requirements otherwise applicable under the local securities legislation. The Representative has the obligation to keep, in the client file, a copy of the CME Client Disclosure and method of delivery and make it available for review during an audit. If the client relocates back to the Representative’s province, or to another province, the Representative(s) must ensure to notify Investia’s Registration Department of this change and submit another CME request, if applicable.

F) Errors and Omissions Insurance (“E&O”) Each registrant, whether or not they hold a book of business, is required to maintain a minimum amount of $1,000,000 in coverage at all times. It is the Representative’s responsibility to immediately inform the E&O provider of any client complaints against them as soon as the complaint is received in addition to providing notice to Head Office Compliance. Representatives must keep the E&O provider up to date on any developments that occur as a result of a complaint investigation. Failure to maintain E&O Insurance will lead to termination of the Representative’s registration with Investia. For Representatives resigning or leaving the business, Investia requires that the Representative obtain extended reporting period (“ERP”) coverage for a minimum of five (5) years. Specific instructions regarding the process to obtain ERP coverage is set out in the Notice of Termination issued by the Registration Department. This is a mandatory requirement of Investia.

G) Resignation & Termination Any resignation & termination of registration must be provided to the Registration Department immediately to ensure the required Notice of Termination (“NOT”) is filed with the applicable provincial securities commissions within ten (10) days. Upon termination or resignation of registration, certain procedures must be followed to effect a smooth transition:

• Either Investia or the Representative may terminate the Dealer/Representative Agreement by providing thirty (30) days prior written notice of the effective termination date to the other party;

• Any materials connected to Investia mutual fund business, including but not limited to, original client files and written, printed and electronic versions of notes, forms, manuals, sales material, signature guarantee stamps, bank deposit stamps, business cards, and any computer software, programs or equipment furnished by Investia, must promptly be returned to Investia;

• On the termination date, the Representative must immediately cease to use the name, trademarks, commercial symbols, copyrights and logos of Investia, as well as remove any such name, trademarks, commercial symbols, copyrights and logos from all signs, slogans, symbols, letterhead, stationery, and any and all documents, instruments or forms; and

• The Representative must adhere to all other terms and conditions as detailed in their agreement with Investia.



NOTE: Ninety (90) days after the effective termination date, an accounting of monies owing shall take place between Investia and the Representative. Notwithstanding the 90-day accounting provision, the Representative

must immediately satisfy in full any and all debt obligations payable to Investia.

H) Internal Discipline Breaches of MFDA Rules and Investia policies and procedures may be subject to internal disciplinary procedures. The conduct of the Representative will be reviewed by the CCO and/or applicable Director/ACCO to determine the appropriate type and severity of disciplinary action to be imposed. Types of disciplinary action may include one or more of the following:

• Reimbursement of costs to clients or to Investia;

• Administration of client mailing;

• Warning letter;

• Fines;

• Additional supervisory measures (i.e. strict supervision);

• Temporary suspension of registration; or

• Termination of registration. In all cases, a formal letter will be issued to the Representative outlining the disciplinary sanction(s) imposed. This letter will be maintained in the Representative’s registration file, and, wherever necessary, the MFDA, any applicable provincial securities commissions, and/or other regulatory or enforcement bodies will be notified accordingly. Representatives must understand that a breach of Investia’s internal policies and procedures, as well as non-compliance with regulatory requirements is a serious offence that may warrant disciplinary action.

II. Additional Requirements A) Joint Codes MFDA MSN-0045 provides that the activities of Representatives operating under a joint code are subject to all rules, regulation, legislation, policies and procedures that generally apply to the conduct of Investia business. Investia is responsible for and must supervise all Representatives operating under a joint code in the same manner as the individual Representative. Representatives under a joint code must be registered in the same jurisdiction(s) and must carry the same proficiency. For example, if any of the clients associated with a joint code hold exempt market products in their portfolios, all registrants using that joint code must have successfully completed the Exempt Market Products Course and/or the Canadian Securities Course. If accounts are identified under a joint code and the Representatives do not have the same registration jurisdictions and proficiency, no trades will be permitted until the discrepancies are reconciled. All Representatives under a joint code are responsible for knowing the client and being aware of all essential facts relative to the client’s account(s). This is to ensure that any recommendations made for the client’s account(s) are suitable and in keeping with the client’s KYC information and investment profile. Therefore, all Representatives under a joint code must sign the New Client Application Form and/or KYC Update Form (“NCAF/KYC form”), with applicable supporting documentation (i.e. Confirmation of Identity - Related Parties form) and Limited Authorization Form (where applicable). Where a Representative has not been involved in the collection of Know-Your-Client (“KYC”) information, the Representative must review and confirm the accuracy of the information on file, sign off on or initial the NCAF/KYC form and indicate the date on which the NCAF/KYC form was reviewed. The NCAF/KYC form must be reviewed with the client before making recommendations. The Order Instruction Form can be signed by any Representative named on a joint code, but all Representatives named on the account must be aware of and comfortable with the strategies and investments made in the account.



B) Signature Guarantee Each Representative or authorized Licensed Assistant may be set up to signature guarantee. The Representative/individual agrees to use this stamp honestly and for its intended purpose. The Representative/individual specifically agrees that all relevant forms shall be completed in full prior to guaranteeing the client’s signature. To this end, each Representative/ individual to whom Investia grants authority to signature guarantee must sign the Signature Guarantee Authorization - Fund Companies form. Prior to signature guaranteeing a document, it is the Representative/individual’s responsibility to validate the signature to which they are attesting. This may be accomplished by either witnessing the original signature or comparing the signature against a known specimen already on file.

C) Administrative Assistants Licensed Assistants are employed by Representatives to provide sales support, whereas Non-Licensed Assistants are employed to provide administrative support. Licensed Assistants are registered with the respective provincial securities commissions because their sales support activities may involve engaging in client-related activities that may be considered acts in furtherance of a trade. To differentiate duties between a Licensed Assistant and Non-Licensed Assistant, please consult the following guidelines: i Licensed Assistant1 (“LA” or collectively “LAs”)

• Signs a Dealer/Representative Agreement;

• May meet with clients for the purpose of filling out the documentation required for the execution of an unsolicited mutual fund purchase or sale, including during Representative vacation coverage up to 30 days. Opening new accounts or completing the Know-Your-Client process with clients, including non-financial updates, is prohibited;

• Is restricted to solely providing sales support and cannot establish their own client accounts;

• May not sign as a Representative on account opening forms. Account opening forms must be signed by the Representative who is supported by the LA;

• May only trade on an unsolicited basis on accounts of the Representative they support;

• May accept unsolicited instructions for clients residing in the provinces that his or she is licensed in. If an out-of-province client is requesting a transaction and the Licensed Assistant does not have the licence for that province, then the Representative must find someone else who is licensed in that province to service the client;

• Is required to provide proof to Investia of their mandatory E&O insurance coverage. Investia requires Representatives to maintain mandatory E&O insurance coverage for their Licensed Assistant(s), whether such coverage is provided under the Representative’s insurance policy or under a separate policy specifically for the Licensed Assistant(s);

• Is required to disclose all outside activities (“OAs”) to Head Office, which must be reviewed and approved prior to engaging in the activity; and

• Representatives must notify the Registration Department within (ten) 10 days of resignation or termination of a LA.

1 The Representative is responsible for ensuring that the Licensed Assistant completed the Licensed Assistant Declaration form located on the Advisor Centre and submits it to Head Office Registration Department.

2 The Representative is responsible for ensuring that the Non-Licensed Assistant completed the Non-Licensed Assistant – Declaration form and acknowledged that the Non-Licensed Assistant has read the Investia Schedule

A Privacy Policy, located on the Advisor Centre which the Representative will retain in his/her records.



ii Non-Licensed Assistant2 The Non-Licensed Assistant’s duties include:

• Reception duties;

• Booking appointments with clients;

• Scheduling seminars;

• Filing;

• Processing of trades on Univeris;

• Preparation of correspondence;

• Office management; and

• Forwarding of mutual fund-related information (including Fund Facts sheets) when those activities are not connected with the actual sale of the mutual fund.

NOTE: For any assistant/employee that requires access to Univeris, a unique Univeris login should be obtained. Sharing Univeris login access is not permitted due to potential privacy concerns.

D) Associate Advisors Associate Advisors are employed by Representatives to provide sales support and as such must maintain the proficiency/registration requirements to service any and all clients of the Representative. To differentiate duties between an Associate Advisor and a Representative, please consult the following guidelines: Associate Advisor (“AA” or collectively “AAs”)

• Signs a Dealer/Representative Agreement;

• Is restricted to solely providing sales support and cannot establish their own client accounts;

• Permitted to review and sign majority of documentation, including solicit trades from clients, except for NCAF/KYC. Opening new accounts or completing the Know-Your-Client process with clients is prohibited;

• Account opening/KYC forms must be completed and signed by the Representative who is supported by the AA. The Representative who is supported by the AA is solely responsible for completing the KYC process with the client.

• The Representative is responsible for the AA. The Representative responsible for the AA must review all trading done by the AA on their behalf and document such review;

• Is required to maintain E&O insurance coverage separate from the Representative and provide proof to Investia of their mandatory E&O insurance coverage;

• Is required to disclose all outside activities (“OAs”) to Head Office, which must be reviewed and approved prior to engaging in the activity;

• Representatives must notify the Registration Department within (ten) 10 days of resignation or termination of an OA; and

• In accordance with MFDA rules, remuneration in respect of business conducted by the AA must be paid to the AA through the unregistered corporation of the Representative. Such corporation must adhere to the requirements in Chapter 2, Remuneration of the CPPM. Direct payment from the Representative is prohibited.

E) Trade Names & Business Names A trade name is the name under which the Representative conducts Investia business and, as such, it must be registered with both Investia and the MFDA. A business name, on the other hand, is the registered entity under which the Representative conducts their approved outside activity (“OA”).



NOTE: The use of trade names in Quebec is prohibited. If Representatives intend to conduct securities-related business under a trade name other than Investia Financial Services, Head Office Compliance must grant approval for the use of the trade name prior to its use. Under no circumstances may a Representative use a trade name for its securities-related business prior to obtaining Investia approval. Trade names will not be approved if they are potentially deceptive or misleading to the public, contain corporate endings, such as “Limited”, “Ltd.”, “Corp.” “Incorporated”, or “Inc.”, are promoting of activities not conducted through Investia, or already in use by another Representative or Dealer. Requests for trade name approval and for business name approval must be submitted to the Registration Department, along with a list of all Representatives who will make use of the trade name (or the business name). Prior to final approval, Investia will notify the MFDA of the trade name (or the business name) and corresponding Representatives, as MFDA Rule 1.1.7 currently provides that they may prohibit a Representative or dealer from using any business, trade or style name in a manner that is contrary to any provision of the Rule or that is objectionable to the public interest as it relates to dealer business. Head Office Compliance and the MFDA will use a number of factors to assess whether the use of a business, trade or style name by a Representative complies with the provisions of MFDA Rule 1.1.7, which include the following:

• Evidence that the trade name is broadly used by the Representative in carrying on its business activities;

• Evidence that clients would commonly associate the name with the business of the Representative;

• Whether there are activities other than mutual fund business carried out by a Representative under the trade name in question and whether these are reflected on the books and records of Investia and supervised by Investia;

• Whether the trade name complies with applicable legislation; and

• Whether the name is otherwise deceptive or misleading or is likely to deceive or mislead the public. Once a proposed trade or business or style name has been formally approved by the Registration Department, Investia will submit it for registration with the applicable provincial securities commission(s) via NRD. i Use of Approved Trade Names MFDA Rule 1.1.7 requires that, where a Representative’s trade name is used on communications to clients and the public, Investia’s legal name must appear in at least equal size and prominence to the trade name used by the Representative. This requirement extends to other forms of communication, including but not limited to, signage, business cards, stationery, letterhead, and email signatures. Representatives whose trade names also apply to an approved OA, such as the sale of insurance products, income tax preparation, bookkeeping, estate planning and other approved activities, may use the approved trade name in connection with these outside activities, provided there is no reference to Investia and/or mutual fund activity, and the full legal name of the company providing the OA is also clearly displayed. ii Use of Investia Name Representatives are not required to use a trade name, in which case they will assume the trade name of “Investia Financial Services Inc.”. No Representative shall transact business in approved mutual funds or approved exempt market products, other than under the name and on behalf of “Investia Financial Services Inc.” and their own approved trade name. Investia’s name shall be used in compliance with the following requirements:

• Investia Financial Services Inc. must be displayed on all sales communications, including but not limited to, all stationary, portfolio summaries, business cards, email signatures, signage, advertising, marketing, websites, seminars, and educational initiatives in equal size and prominence to the Representative’s



registered trade name. Where a Representative uses their logo, equal size and prominence may be accomplished by displaying Investia’s logo with the Representative’s logo;

• Notwithstanding the foregoing, only Investia’s legal name of “Investia Financial Services” may appear on contracts, account statements, and confirmations;

• A Investia sign must be displayed at all branches and sub-branches in such a way that it is clearly visible to all persons entering the premises; and

• Clients must at all times be aware that Investia is the Mutual Fund Dealer and Exempt Market Dealer through which mutual funds and approved exempt market products are purchased and sold.

iii Use of Business Name

Representatives are permitted to use a business name other than their trade name for their approved OA. All business names and the business conducted under that name must be disclosed to and approved by Investia prior to engaging in the OA. It is the responsibility of the Representative to clearly differentiate business conducted through Investia from all other non-securities-related OA and referrals in which they are involved.

F) Business Titles Representatives and their staff may not use titles that deceive or mislead a client or any other person as to the proficiency or qualifications of the Representative or their staff. Any generic title that does not represent a particular proficiency or registration status or is misleading of the Representative’s position within the dealer would be considered unacceptable. The SPA must approve all titles of Representatives and their staff prior to using the title. The following chart represents titles available for use at Investia. Additional titles may be approved from time to time as the situation warrants, but no other title shall be used without the prior approval of Investia.

ACCEPTABLE

Title Description

Financial Advisor Financial Advisor is not accepted in Quebec

Investment Funds Advisor

Investment Funds Representative

Investment Funds Salesperson

Mutual Funds Representative

Professional designations such as: Certified Financial Planner (“CFP”), Personal Financial Planner (“PFP”), CA, CGA, CMA, CPA, LLB, MBA, etc. Chartered Financial Planner (‘CFP’)*

Acceptable ONLY if the individual has met the minimum proficiency standards by:

• Successfully completing the required courses;

• Being licensed by the appropriate governing body, if applicable; and

• Continuing to remain in good standing with their association(s). *Note: Certified Financial Planner is not accepted in Quebec.

Acceptable ONLY if the individual has received their certificate or diploma for Chartered Financial Planner *Note: Chartered Financial Planner is not accepted in Quebec

Representative

NOT ACCEPTABLE

Title Description

Broker “Broker” is a recognized category of registration used by members of the IIROC.

Consultant Consultant is considered surrogate for “advisors” and is not acceptable unless the Representative holds that designation.



Independent Executive or Independent Representative

An individual may not use “independent” as it implies disassociation from the dealer who is responsible for their actions.

Investment Advisor An Investment Advisor must be employed by a broker or investment dealer, and be a full securities salesperson specifically registered for that purpose.

Investment Counsellor This is separate registration category with the various securities commissions

President, Vice-President, Controller, Secretary, Officer, Director, Portfolio Advisor, Portfolio Manager, Private Manager, Account Manager or Sales Executive

These titles imply an executive position with the Dealership and may only be used by a member of Head Office staff designated with the title unless specifically attached to the Representatives business/trade name.

Securities Advisor or Securities Representative

• May only be used by a full securities salesperson.

• “Securities salesperson” and “securities advisor” are specific categories of registration.

• This title implies the ability to deal in all securities.

Wealth Manager This is a category of registration not held by Investia Representatives

NOTE: Adding adjectives to professional titles should be based only on objective notions. “Expert”, “Specialist” or “Emeritus” are not accepted.

G) Remuneration MFDA Rule 2.4.1 requires Investia to direct commissions and any other remuneration in respect of business conducted by a Representative on behalf of Investia directly to and in the name of the Representative.

The Rule also permits Investia to direct commissions and any other remuneration to an unregistered corporation, provided that certain requirements are satisfied. An unregistered corporation is understood to be a corporation that is not registered under securities legislation. The ability to make payments to unregistered corporations does not apply to Representatives residing in jurisdictions that do not recognize the MFDA, specifically, Nunavut, the North-West Territories and the Yukon Territories. Additionally, this ability does not extend to commissions derived from a client residing in Alberta. Investia will agree to pay commissions and any other remuneration in respect of Investia business to an unregistered corporation provided that:

• Such arrangements are not prohibited or otherwise limited by the applicable provincial or territorial securities commissions;

• The corporation is incorporated under the laws of Canada or a province or territory of Canada;

• The Representative obtains independent tax advice that this arrangement is appropriate to their individual business structure;

• The Representative provides a void cheque drawn on the corporation’s bank account along with a copy of the corporation’s articles of incorporation, as well as an E&O certificate showing the name of the corporate entity; and

• The Representative and all directors, officers, and at least 10% stakeholders of the corporate complete and sign the prescribed MFDA Agreement for Access to Books and Records schedule, which allows the MFDA and other securities regulatory authorities access to the corporation’s books and records.

All types of remuneration are governed by NI 81-105, which states that all commissions must be paid directly to the dealer. The Representative cannot accept commissions or any other benefit directly without advising the dealer.



Monetary Compensation

• Commissions from securities-related business cannot be paid directly to the Representative, they must always flow through Investia;

• The commission rate paid to the Representative by Investia cannot vary according to any specific fund company; and

• All commissions paid must be described in the applicable prospectus/Fund Facts sheet. Non-Monetary Benefits

• Non-monetary benefits are subject to the Investia Policy on Promotional Items and Activities, as outlined in Chapter 9, Section II) Business Promotion Items and Activities.

H) Absence & Vacation A Representative who plans to be absent or on vacation must delegate another Investia Representative (the “Delegate Representative”) to service their clients’ requests for the duration of their absence. Additionally, any PBM who plans to be absent or on vacation must delegate another qualified individual to complete their supervisory role during their absence. Notification of an absence is to be sent to the PBM or CBM in advance of the leave. Licensed assistants may only process unsolicited trades from clients; they may not open new accounts or complete KYC updates. NOTE: The Delegate Representative must be registered in the required registration categories and have all the necessary proficiency in order to process a particular trade. The best-case scenario would be to delegate a Representative with the same proficiency and registration categories as the Representative on record. All applicable client forms completed for clients during the absence are to note the Rep Code for the Representative on record but signed and dated as the Delegate Representative. Once the Representative of record returns from their absence, they are required to review and sign off on all applicable trade documentation to confirm their acknowledgement of the transaction or updates to the applicable client file.

I) Stealth Advising Stealth advising is strictly prohibited. Stealth advising refers to a situation in which a non-registered individual provides securities-related advice without registration by executing trades through a registered individual. Under such arrangements, client accounts are set up at the dealer, with the registered individual as the Representative of record, and trading activity is processed using that individual’s Representative code. However, a non-registered individual may service the account, providing advice and making recommendations to clients, and directing the registered individual to place trades. The non-registered individual receives compensation which often takes the form of a portion of the commissions paid to the registered individual by the dealer. Representatives should be aware of potential stealth relationships when buying a book of business or if clients are referred from another professional. Due diligence is required whenever a Representative inherits clients from another Representative.

• Questions to ask when considering transferring in clients to avoid potential stealth advising situations: - Is the former Representative retired? - Was the former Representative required to give up registration for regulatory or compliance

reasons? - Is the former Representative maintaining a relationship with clients (i.e. insurance or financial

planning)? and - Did the former Representative recommend off-book investments or unapproved alternative

products (i.e. real estate, MICs, private investments, tax schemes)?

• Is the former Representative the subject of any complaint or claim relating to any of the following? - Inappropriate investments, leverage, fee-for-service relationship; - Personal financial dealings; or



- OAs and referral arrangements.

• Are clients proposing unsolicited trades? If so: - Clients must be questioned as to the source of the recommendation; - Detailed notes must be maintained; - Representatives should monitor the level of unsolicited trades; and - If high volume and the Representative’s recommendations are not considered, then they may

wish to forfeit the client.

Representatives engaging in activities that constitute stealth advising will be subject to sanctions by Investia, the MFDA or the applicable provincial securities commission(s). Please refer to MFDA MSN-0067 for further guidance.

III. Outside Activities (“OA”) An outside activity (“OA”) is any business carried on by a Representative other than business conducted on behalf of Investia, including any business or activity that is subject to regulation by any regulatory authority other than a securities commission and/or for which direct or indirect payment, compensation, consideration or other benefit is received or expected by the Representative. Such business or activity is distinct from the Representative’s business with Investia and is entered into by the Representative in their personal capacity and outside the scope of their registration with Investia. Examples of OAs include, but are not limited to, personal corporations, volunteer activities, part-time employment, accounting or bookkeeping services, financial planning, income tax preparation, estate planning, mortgage agent/broker, sale of life insurance or segregated funds, and GIC sales outside of Investia. NOTE: For any GIC business processed through Investia (e.g. nominee accounts) no OA approval or disclosure is required. Pursuant to MFDA Rule 1.2.1 and MSN-0040, a Representative may only engage in an OA with prior written compliance approval. Outside Activity is defined as follows:

1. All business or employment activity outside of Investia (for which direct or indirect payment, compensation, consideration or other benefit is received or expected);

2. All officer or director positions and any other equivalent positions (including: all non-profit organizations, including charitable, religious, educational, cultural, social, welfare, philanthropic, personal holding company and community organization or a residential condominium corporation);

3. Any other activity involving any position of influence (regardless of whether the registrant receives compensation).

NOTE: In addition, an outside activity can include a single transaction or event and does not necessarily have to occur with repetition, regularity or continuity.

A) Approval of Outside Activities i OA Requirements

Pursuant to MFDA Rule 1.2.1 and MSN-0040, a Representative may only engage in an OA provided that:

• The activity is not prohibited by a securities commission in the jurisdiction in which the Representative carries on business;

• The OA does not impair the ability of the Representative to provide continuous service to clients. This would include the inability to place trades in a timely manner;

• Investia is aware of and have approved the OA in advance of engaging in the OA;

• The activity does not bring Investia or its affiliates, the MFDA or the mutual fund industry into disrepute; and

• Clear disclosure is provided to all affected clients that activities related to any other gainful occupation are neither the business nor responsibility of Investia.



Investia requires the Representative to disclose in writing all business outside of Investia, whether or not for gain, at the time of registration, and in the event the Representative’s OA circumstances change thereafter, Investia must be immediately made aware of any such change. In accordance with provincial securities legislation, Investia must make full and fair disclosure of all OAs as well as any changes thereto, to the applicable provincial securities commission(s) prior to granting formal approval to the Representative. ii Investia Approval of OA The Representative shall complete and submit to Head Office Registration Department an Outside Activity Approval Request Form and obtain formal Investia approval prior to commencing the activity. The form must include the following:

• Name and nature of the OA entity;

• Nature of the activity;

• The title or position the Representative will hold in connection with the OA;

• The number of hours to be devoted to the OA;

• A description of any conflicts of interest or potential for client confusion;

• Any applicable compensation or benefit for the service provided through the activity;

• All websites and social media pages associated with the OA must also be disclosed; and Any applicable supporting documents (i.e. Articles of Incorporation, life licence, etc.).

Representatives must maintain a copy of their formal OA approval for branch review purposes. In the event of a significant change to an approved activity, the Representative shall provide notice in writing to Head Office Registration Department to seek re-approval of the revised OA. Investia may withdraw its approval of the OA at any time and may require an individual to resign a directorship or discontinue an activity as a result of the OA change. NOTE: As noted above, OAs may not be undertaken without the prior approval of the Registration Department. Any late disclosures may be subject to late filing fees and/or compliance sanctions. Investia will consider the following issues prior to approving an OA:

• Conflicts of Interest A conflict of interest is any action or activity that could be deemed by a reasonable person to potentially

compromise the independence of service and duty of care provided by a Representative to a client. The review will include consideration of the compensation to be paid under the arrangement, the nature of the relationship between the Representative and the outside entity, and any other potential conflicts that are identified. If any such conflict cannot be properly managed, the OA will not be approved.

• Potential Client Servicing Issues Investia must ensure that the OA does not impair the ability of the Representative to provide continuous

service to clients.

• Standards of Conduct Investia must be satisfied that the activity will not be inconsistent with the general standards of conduct

imposed under MFDA Rule 2.1.1 and will not bring Investia or the mutual fund industry into disrepute.

• Nature of the Activity A standard of review in considering whether to approve an OA will depend on the nature of the activity. The review process regarding the investment of client funds or financial services provided outside of Investia which are not otherwise regulated will be more stringent than that applied with respect to activities that are clearly unrelated to Investia’s business. As a best practice, reviews will include consideration of educational, experience or other relevant competency thresholds that may reasonably be expected as a prerequisite to allowing certain financial service activities.



Apart from specific exceptions noted in MFDA Rule 1.1, Representatives are prohibited from personally engaging in the sale of any investments that would be deemed securities under applicable legislation or selling or advising in such investments through any entity other than Investia (often referred as “off-book trading”).

• Risk Management Issues Investia must manage the risk and potential exposure to complaints and litigation in the event an activity is permitted.

• Ability to Supervise Investia will evaluate its ability to satisfy supervisory requirements regarding the OA.

• Positions of Influence Positions of influence may be defined as one’s ability to exert undue influences or control over an individual with a direct or indirect benefit being received. Investia must assess the nature of the position and the degree of influence that the Representative holds through that position. If the Representative’s influence is deemed to be significant enough that it would be difficult to separate the influence from the activities that the Representative performs through Investia, the outside activity will not be approved. Examples of positions of influence may include, depending on the circumstances, religious leaders, health care providers, elected officials and military officers. Should Investia determine that it would be inappropriate for the Representative to hold the position of influence, and engage in financial dealing activities as a Representative, the OA will not be approved.

B) Fee for Service Financial Planning Fee-for-service (“FFS”) financial planning is deemed by securities regulators to be an OA. As such, it is subject to the same disclosure and preapproval requirements outlined in the previous section. As stated in MFDA Rule 1.2.1, any Representative that engages in financial planning services other than through or on behalf of Investia must meet the following conditions prior to obtaining Investia approval and engaging in such services:

• Proficiency: Satisfy any applicable proficiency requirements by securities regulatory authorities having jurisdiction.

• Regulations: Provide such services through another person that is either regulated by a governmental authority or statutory agency or subject to the rules and regulations of a widely recognized professional association;

• Legislation: Comply with the requirements of any applicable legislation in connection with the services;

• Access: Ensure that, subject to any applicable legislation, Investia and the MFDA have access to the books and records of any outside activities that must be disclosed to and approved by Investia prepared on behalf of the clients by Representatives of Investia.

A Representative wishing to engage in fee-for-service financial planning must complete and submit to the Head Office Registration Department an Outside Activity Approval Request Form, accompanied by the following additional documents prior to commencing the service.

• Proof of E&O insurance;

• Certificate of registration of business, unless the FP is done under the Representative’s name;

• Copy of the fee schedule;

• Copy of the client letter of engagement;

• A copy of a sample financial plan; and



• A copy of a sample invoice. Pursuant to MFDA Rule 1.3, all FFS financial planning must flow through a regulated entity, which has complaint handling and enforcement departments. In most instances, this would result in the payments flowing through either a corporate insurance entity or Investia. Below are examples of how both compensation and documentation should be completed, based on the structure of each individual plan:

Securities-Related FFS Financial Planning If the financial plan contains securities-related information, all compensation must flow through the books and records of Investia. Additionally, all related documentation must contain both the Investia logo and full mutual fund disclaimer.

Non-Securities Related FFS Financial Planning (Investia) If the financial plan contains no securities-related content, and the Representative intends to process the FFS financial planning arrangement through their trade name associated with Investia, the Representative must clarify through which entity the FFS financial planning is being offered (i.e. financial planning and mutual funds provided by “trade name”; insurance provided by XXX; accounting provided by ZZZ).

Representatives intending to process FFS financial planning services through their trade name associated with Investia are required to provide an invoice to each client. The client’s cheque must be made payable to “Investia Financial Services Inc. In Trust” for the full amount, including HST (QST in Quebec or GST where applicable). Cheques cannot be made payable to the Representative, the Representative’s trade name or the name of their registered corporation. Once payment is received from the client, the Representative must forward the cheque to Investia Head Office together with a copy of the invoice. Any such fees forwarded to Head Office will be remitted on the Representative’s regular commission payout, less the HST (QST in Quebec or GST where applicable).

Non- Securities Related FFS Financial Planning (Other Regulated Entity) If the financial plan contains no securities-related content, and the Representative intends to process the FFS financial planning through their corporate insurance entity, the Representative must clearly identify the entity through which the financial planning service is being provided (i.e. financial planning and insurance provided by XXX; accounting provided by ZZZ; etc.) Additionally, the Representative must provide new clients with the Outside Activity (“OA”) Disclosure document, which clearly states that, although he or she is a mutual fund Representative registered with Investia, Investia neither sponsors nor supervises the FFS financial planning activities being performed.

For those Representatives who process their FFS financial planning through another registered entity, fees are not required to flow through Investia. At this time, registered entities include life licensed entities, such as an AGA, MGA, or a Representative’s personal corporation that holds a corporate life license. Where FFS financial planning flows through a corporate insurance entity, the Representatives must provide clients with the Outside Activity Disclosure Form, which clearly states that all non-mutual fund related business, including FFS financial planning, conducted by the Representative is not in their capacity as an agent of Investia. Accordingly, Investia is neither responsible or liable for any non-mutual fund- related business nor does Investia supervise any such activity. NOTE: MFDA Rule 2.4.3 states that no Representative shall impose on any client or deduct from the account of any client any service fee or service charge relating to services provided by the Representative in connection with the client’s account, unless written notice has been given to the client on the opening of the account or not less than 60 days prior to the imposition or revision of the fee or charge. For the purposes of the Rule, service fees or charges shall not include any commissions charged for executing trades.



Fee-for-Service (“FFS”) Financial Planning Proficiency Requirements In order to engage in FFS financial planning, a Representative must have one of the following designations:

• Certified Financial Planner (“CFP”);

• Personal Financial Planner (“PFP”);

• Chartered Investment Manager (“CIM”);

• Financial Management Advisor (“FMA”); or

• Professional Accounting Designation (i.e. “CA”, “CGA”, “CMA”, “CPA”).

Financial Planning is not regulated in any province, except Quebec. In order for Representatives in Quebec to hold out as Financial Planners they must have been designated as one by the Institute Québécois de planification financière (“IQPF”) and licensed by the Autorité des marchés financiers (“AMF”). Financial plans and all supporting documentation provided to clients must be available to Investia. A sample of the following financial planning documentation may be requested by the BA at the time of branch review or in the event of a client complaint. Investia does not permit financial planning services to be done through the dealer. Additionally, Representatives who do offer financial planning services as an approved OA must not include references to securities, i.e. the formal written plan presented to clients must not make reference to specific mutual funds. FFS Account Supervision The industry has noted a number of cases that have been reported where Representatives have used fee-based accounts, such as comprehensive financial planning, to charge excessive fees to their clients while executing few

trades and giving little advice. Representatives should ensure that fee-based remuneration is appropriately used. Suitability is the proper criterion for deciding whether fee-based remuneration should be recommended to a client (i.e. use of F-Series funds). FFS remuneration may be appropriate for clients who prefer consistent and explicit periodic charges (as opposed to embedded remuneration such as commission on the sale of DSC funds) and are active clients who appreciate the services accompanying FFS accounts. Representatives may provide clients in FFS accounts with services such as research, ongoing advice, personal attention and frequent meetings. Certain clients value these services, even if they are not active traders. A full documented explanation of the different modes of remuneration must be provided to the client, and if the client has knowledgeably opted for a fee-based account, the mere fact that there have been few trades in the account does not conclude that the fee-based remuneration was inappropriate.

Letters of Engagement The Financial Planner Standards Council (“FPSC”) mandated in April of 2006 that when financial planning services are provided by a Certified Financial Planner, clients must first receive a Letter of Engagement (“LOE”) along with the fee schedule. These documents must also be provided to the SPA for review and approval prior to their use. Any subsequent changes to the approved LOR or applicable fee schedule must be submitted to Head Office for prior approval before implementing the changes in the financial planning model.

C) Outside Activity (“OA”) Disclosure Investia has an ongoing obligation to ensure that the distinction between Investia business and the OA is clearly disclosed to clients. Such disclosure must clarify that the OA is not the responsibility of Investia. In accordance with NI 31-103, Investia must take reasonable steps to identify any existing or potential conflicts of interest that, in their reasonable opinion, would expect to arise between the dealer, the Representative, the outside entity and/or the client. Investia must respond to any such existing or potential conflict(s) of interest. If a reasonable client expected to be informed of such conflict(s) of interest, Investia must disclose to the client, in a timely manner, the nature and extent of the conflict(s) of interest.



While Investia does not have specific obligations under the Rules to supervise the approved OA on an ongoing basis, Investia does have a duty to monitor the activities of its Representatives in relation to compliance with MFDA Rules and applicable securities legislation. Therefore, Investia has an ongoing obligation to ensure that the distinction between dealer business and the outside activity is clearly disclosed to clients when the possibility exists that the OA could be confused with the business of the dealer. As outlined in MFDA Rule 1.3.2 (e), such disclosure must clarify that the OA is not the responsibility of Investia. With respect to new clients, Representatives are expected to provide such disclosure at the time the client relationship is established. Where the Representative has an existing relationship with a client and the outside activity is a new activity or there is a change to an existing outside activity, written disclosure to the client is required at the time when the Representative first engages in the outside activity with the client.

Investia and its Representatives are required to provide written disclosure to the client in respect of any outside activity where the outside activity could be confused with the Investia business. For example, where the outside activity deals with financial services such as financial planning, insurance, mortgages, real estate, and tax and estate planning, the outside activity must be disclosed. As noted in the MFDA Bulletin MSN-0040, where there is uncertainty as to whether an outside activity should be disclosed to a client, Investia and its Representatives should provide the required disclosure. In addition, the nature of the outside activity and the name of the legal entity through which the activity is conducted should be disclosed to the client.

In keeping with this disclosure requirement, the Outside Activity Disclosure Form must be provided to all mutual fund clients that are also clients of the OA. This form must be maintained in the client file for review during the Representative’s branch review.

D) Monitoring of Outside Activities Investia shall monitor approved OAs on an ongoing basis for compliance with their policies and procedures, MFDA Rules and applicable securities legislation. To this end, Investia has implemented the following procedures:

• Advertising Reviews – Pursuant to MFDA Rule 2.7.2, advertisements reviewed by Investia may not contain references to activities of which Investia is not aware.

• Website Reviews – Investia is required to review websites of Representatives to ensure compliance with MFDA Rules.

• Approval of Trade Names – Trade names used by Representatives require prior written consent from Investia. Representatives must disclose to Investia all business they intend to conduct under their trade name.

• Disclosure of Business Names – Representatives must disclose to Investia all business names and the business they intend to conduct under their business name(s).

• Financial Planning – Pursuant to MFDA Rule 1.2.1, Representatives engaged in financial planning (i.e. FFS or otherwise) must provide, on request, access to financial plans prepared on behalf of Investia clients.

• Branch Reviews – Branch reviews will be performed and scheduled no less than once every three (3) years and may also be performed at any time without notice.

• Annual Compliance Visit (ACV & BMOR) – Annual periodic visits will be conducted by Auditors or Branch Managers.

• Trade Reviews – Supervisory staff looks for patterns of redemptions where there is no repurchase to ensure that the Representative is not providing recommendations aimed at funding client participation in other OAs not previously disclosed or approved by Investia. In the case a pattern is observed, Head Office will inquire and request an explanation from the Representative. If there is no explanation or it is inadequate, it may result in disciplinary action.

• Review of Commission Reports – Investia looks for unexplained decreases in book size or commission levels received by a Representative (“trend analysis”), as this may indicate movement of client assets to other business activities offered to clients by the Representative.



• Annual Review of Professional Activities (“ARPA”) – All registered Representatives (including Licensed Assistants) must complete the ARPA each year. The ARPA is a questionnaire of all activities carried out by the Representative, including:

- Branch and sub-branch locations; - Registration and proficiency – Mutual Fund & Exempt Market Dealer; - Trade name and/or business name(s); - Outside activities (for new OAs, the ARPA disclosure is not sufficient, a new OA Approval

Request form must be submitted to Head Office Registration Department. The ARPA questionnaire must be completed annually by all registrants and submitted to Investia.

• Best Business Practices Road Shows – Annual meeting that requires attendance by all Representatives. This meeting includes a review of compliance issues, including OAs, as well as the introduction of new compliance rules and regulations.

Notwithstanding the foregoing monitoring requirements, it is incumbent on the Representative to ensure their own compliance with legislative requirements, such as, among other things, the Personal Information Protection and Electronic Documents Act, Proceeds of Crime and Terrorist Financing Act, Unsolicited Telecommunication Rules, Canadian Anti-Spam Legislation, Accessibility for Ontarians with Disabilities Act, and Integrated Accessibility Standard, insofar as their OAs are concerned. In other words, it is not within the purview of Investia’s supervisory obligations to monitor the Representative’s adherence to applicable legislation in the context of their approved OA. Investia Response to Supervisory Issues Investia shall also take reasonable measures to look for evidence of undisclosed outside activities. If any undisclosed OA is identified, Investia will take steps to resolve any issues and discipline the Representative if deemed appropriate. Should Investia become aware of a Representative’s undisclosed OA, Investia will conduct a reasonable investigation to ensure that the issues have been properly addressed. In order to meet their supervisory obligations under MFDA Rules, Investia must ensure that they have access to any files necessary to complete the investigation into the nature and extent of any undisclosed OA. Investia must take action to resolve any concerns, such as providing disclosure to clients, consideration of discipline, or other suitable measures.

Any information received by Investia that would suggest the outside activities of a Representative pose a conflict of interest to Investia will be investigated. Any client complaints received by Investia that relate to an OA will be dealt with in accordance with the provisions of MFDA Policy No. 3.

IV. Referral Arrangements For the purpose of MFDA Rule 2.4.2, a referral arrangement is defined as “An arrangement whereby a Member is paid or Representative agrees to pay or receive a fee for the referral of a client to or from another person or entity”. Investia must ensure that any potential conflict of interest is addressed through the exercise of responsible business judgment influenced only by the best interests of the client. Clients must be given sufficient information to understand the details of the relationship before it takes place. In addition, controls must be put in place to ensure that clients are not misled as to the nature of the relationship between the referring parties, or as to any licensing limitations of the parties to the arrangements. Pursuant to NI 31-103 and MFDA Rule 2.4.2, a Representative must not participate in a referral arrangement unless the following have been satisfied: i All referral arrangements, whether securities-related or non-securities-related, must be reviewed and

approved by Head Office Compliance. ii All fees or commissions must flow through the books and records of Investia. iii Investia is a party to referral arrangements entered into by their Representatives.



iv Before a client is referred by or to Investia or a Representative, the terms of the referral arrangement are set out in a written agreement between Investia and the person or company making or receiving the referral.

v All referral fees received or paid by Investia under an approved referral arrangement will be recorded on the books and records of Investia. As a best practice, Representatives should also keep their own record of fees and commissions they receive under referral arrangements and

vi written disclosure of the referral arrangements is made to clients prior to opening the client’s account or any services being provided to the client under the referral arrangement. The disclosure document must include the following:

1. The name of each party to the referral arrangement; 2. The purpose and material terms of the referral arrangement including the nature of the services

to be provided by each party; 3. Any conflicts of interest resulting from the relationship between the parties to the referral

arrangement and from any other element of the referral arrangement; 4. The method of calculating the referral fee and, to the extent possible, the amount of the fee; 5. The category of registration of each party to the referral arrangement that is registered under

applicable securities legislation, with a description of the activities that the registered party is authorized to engage in under that category and, giving consideration to the nature of the referral, the activities that the registered party is not permitted to engage in;

6. A statement that all activity requiring registration resulting from the referral arrangement will be provided by the appropriately registered party that is receiving the referral; and

7. Any other information that a reasonable client would consider important in evaluating the referral arrangement.

vii If there is a change to the information set out above, Investia must ensure that written disclosure of that change is provided to each client affected by the change as soon as possible and no later than the 30th day before the date on which a referral fee is next paid or received.

Investia will review referral arrangements for compliance with privacy legislation, MFDA Rules and other applicable regulations, at the time of the preliminary review and, as the case may be, during the due diligence process to ensure they continue to be compliant with all applicable rules and regulations. Reasonable Diligence A Member that is party to a referral arrangement must take reasonable steps to satisfy that the other party to the referral arrangement has the appropriate qualifications to provide the services, and if applicable, is registered to provide those services. This includes verifying applicable public registry and the applicable supporting documentation must be kept on file. MFDA Rule 1.1.1, MFDA Rule 2.4.2, MFDA MSN-0030, MSN-0043 and MSN-0071 provide that: i Representatives are not permitted to receive or pay fees in relation to a referral of a client except where

such referral is made with the knowledge and approval of Investia. Representatives may only refer clients to an entity approved by Investia.

ii All referral arrangements, including securities-related and non-securities-related arrangements, may only be entered into by Investia directly on behalf of Representatives provided that such arrangements have first been approved by Investia Compliance. A referral arrangement agreement must be entered into between the referral entity and Investia before any clients may be referred or compensation paid or collected. For securities-related referrals, Representatives may only refer clients to an entity included in the Investia Approved Referral List.

iii All compensation received in relation to referrals shall flow through the books and records of Investia.

iv All referral arrangements must be approved by Investia before any clients are referred to the applicable person or entity. Representatives must record in their own books and records the fees and commissions they receive or pay directly under approved non-securities-related referral arrangements.



v MFDA Rule 1.1.1 requires Representatives to conduct all securities-related activities on behalf of Investia and through Investia. Where a Representative obtains KYC information to open an account for, or on behalf of another registrant, or advises in securities on behalf of another registrant, the Representative is acting contrary to MFDA Rule 1.1.1 and securities licensing requirements.

Permissible: Representatives may provide biographical information (for example, name, address, age, net income and net worth), to other parties at the client’s request. Clients may give their Representative permission to obtain copies of statements of accounts held outside Investia and/or allow their Representative to participate in meetings or conversations with other registrants. In the event that clients give permission for their Representative to obtain a statement, a copy of that statement must be provided directly to the client. However, it should be noted that these activities can increase the risk that the Representative will be perceived as acting beyond the limits of their licence.

Prohibited: Representatives are strictly prohibited from offering advice, meeting with clients, completing account opening documents on behalf of the other registrant and/or making suggestions or recommendations in regards to the activity that the referral pertains to under a referral arrangement.

vi Written disclosure of referral arrangements must be made to clients before any transaction takes place. The Standard Referral Disclosure must be completed and signed by all clients referred under an approved Investia referral arrangement. This disclosure must be maintained in the client file and sent to the imaging system. The Standard Referral Disclosure is a disclosure the client must sign disclosing the name of the Referral Company, the services offered and details of the referral fee as outlined in MFDA Rules.

vii MFDA Rule 1.1.1 and MFDA MSN-0071 provide that Representatives are to conduct all securities related activities on behalf of Investia and through the facilities of Investia. If a securities-related referral arrangement has been approved by Investia, all fees and commissions must flow through the books and records of Investia. Representatives may not obtain KYC information to open an account at another dealer or provide advice in securities on behalf of another dealer (e.g. MRS). Representatives must not act beyond the limits of their registration when participating in any referral arrangement.

For information regarding the procedure of the other referral entity, including the name of the person to be contacted or the required forms to be completed, the Representative must contact the other referral entity directly. Please refer to the “Product Approval and or Referral Arrangement Request” procedure as outlined on the Investia Advisor Centre for specifics of our approval process. Representatives are expected to be aware of and comply with any other rules regarding non-securities related referrals established by other governmental or regulatory authorities. A list of securities related referral arrangements that Investia have in place can be found on the List of Referral Arrangements available on the Investia Advisor Centre. It is prohibited to refer a client to a third party if the referral arrangement has not been approved by Investia.

V. Member Reporting Requirements MFDA reporting requirements as outlined in MFDA Policy No. 6 require Investia to electronically file on the MFDA Member Event Tracking System (“METS”) reports of events, or potential events, as they relate to Investia and/or its Representatives. Representatives are responsible for notifying Head Office Compliance immediately if the Representative is:

• Charged with, convicted of, pleads guilty or no contest to any criminal offence in any jurisdiction;

• Named as a defendant or respondent in, or is the subject of any proceeding or disciplinary action, in any jurisdiction, alleging contravention of regulatory requirements;



• Denied registration or a licence that allows a person to deal with the public in any capacity by any regulatory body, or has such registration or licence cancelled, suspended or terminated, or made subject to terms and conditions;

• Named as a defendant in a civil claim, in any jurisdiction, relating to the handling of client accounts or trading or advising in securities;

• Becomes bankrupt, makes an application into bankruptcy, suspends payment of debts generally, makes an arrangement with creditors or makes an assignment or is deemed insolvent;

• There are garnishments outstanding or rendered against Investia or a Representative;

• The Representative is the subject of a client complaint in writing;

• The Representative is aware of a complaint from any person, whether in writing or any other form, and with respect to him or herself, or any other Representative, involving allegations of:

o Theft, fraud, misappropriation, forgery, money laundering, market manipulation, insider trading, misrepresentation, or unauthorized trading;

o A breach of client confidentiality; o Engaging in securities related business outside of Investia; o Engaging in an undeclared occupation outside of Investia; or o Personal financial dealings with a client.

NOTE: Reportable events pertaining to Investia and its Representatives shall not be limited to securities-related business only, but shall include all business conducted by Investia or the Representative on behalf of Investia as well as any OAs. As specified in MFDA Policy No. 6, Representatives shall disclose any reportable events, along with supporting details to Investia, within two (2) business days of the occurrence of the event. Investia will process the filing through METS within five (5) business days. A $100 per day late filing fee will be charged to the Representative who fails to report within the prescribed time limits. If the Representative becomes aware of the event later than two (2) business days after the occurrence of the event, they must report it to Investia as soon as they become aware of the situation and Investia must report it through METS as soon as it is received. Reporting of Updates and Resolution of Events Investia shall update event reports previously reported in order to reflect updates to, or the resolution of, any event listed above as a general event to be reported within five (5) business days of the occurrence of the update or resolution. Such update or resolution shall include, without being limited to:

• Any judgments, awards, arbitration awards or orders and settlements in any jurisdiction;

• Compensation paid to clients directly or indirectly, or any benefit received by clients from Investia or a Representative directly or indirectly;

• Any internal disciplinary action or sanction against a Representative by Investia;

• The termination of a Representative;

• The results of any internal investigation conducted. Other Reporting Requirements for Investia For matters that are not the subject of a general event report, Investia shall report to the MFDA within five (5) business days:

• Whenever Investia has initiated disciplinary action that involves suspension, demotion or the imposition of increased supervision on a Representative;

• Whenever Investia has initiated disciplinary action that involves the withholding of commissions or the imposition of a financial penalty in excess of $1,000;

• Whenever an employment or agency relationship with a Representative is terminated and the Notice of Termination filed with the applicable provincial securities commissions discloses that the Representative



was terminated for cause, or discloses information regarding internal discipline matters or restrictions for violations of regulatory requirements;

• Whenever Investia or a Representative has paid compensation to a client either directly or indirectly in an amount exceeding $15,000.

In addition, Investia will report to the MFDA within five (5) business days any changes in the following:

• The legal name of the Member, the names under which the Member carries on business, and trade, business or style names used by the Representatives

• An address for service, main telephone or fax number;

• Type of registration or licensing with the relevant provincial securities commissions, jurisdictions;

• Jurisdictions in which any dealer business of Investia is conducted;

• Investment products traded or dealt in;

• Investia’s directors, officers, and compliance officers;

• Business other than the sale of investment products, which Investia engages in or proposes to engage in; and

• Auditor and/or audit engagement partner of Investia. All Investia Representatives, including Licensed Assistants, are required to devote a major portion of their time to performing their duties as a mutual fund Representative. The full-time requirement is thirty (30) hours per week spent on mutual fund activities. Should any change in employment reduce the hours spent on mutual fund activities, the Representative must notify Investia. Reporting of Terminations/Resignations Representatives must inform their PBM/CBM and the Registration Department of their intent to resign from Investia. The Registration Department will, in turn, file a Notice of Termination (“NOT”) on the NRD within ten (10) days of resignation or termination from Investia. Among other things, the “NOT” must disclose the reason for termination, whether the termination was for cause, as well as other pertinent details required by the applicable provincial securities commission(s). NOTE: It is the responsibility of the Representative to ensure that the Registration Department receives appropriate notification of the resignation of any Licensed Assistants and Non-Licensed Assistants who may be employed in their branch or sub-branch location.



Chapter 3 – Legislative Requirements

I. Privacy Investia is committed to protecting the privacy, confidentiality, accuracy, and security of the personal information they collect, use, retain, and disclose in the course of their business activities. Investia adheres to a privacy policy and access to information principles that were developed in accordance with the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and other existing privacy legislation and guidelines. Investia adheres to the following ten (10) Privacy Principles as established by PIPEDA:

1) Accountability: Each Representative is responsible for personal information under their control and must be compliant with these principles.

2) Identifying Purposes: The purpose for which personal information is collected shall be identified before or at the time the information is collected.

3) Consent: The prior knowledge and consent of the individual are required for the collection, use or disclosure of personal information, except for legal or security reasons.

4) Limiting Collection: The collection of personal information shall be limited to that which is necessary for the purposes identified. Personal information shall be collected by fair and lawful means.

5) Limiting use, Disclosure and Retention: Personal information shall not be used or disclosed for purposes other than those for which the information was collected, except with the permission of the individual, or as otherwise permitted or required by law.

6) Accuracy: Personal information shall be as accurate, complete and current as is necessary for the purpose for which it is intended.

7) Safeguards: Personal information shall be protected by safeguards appropriate to the sensitivity of the information.

8) Openness: Representatives will make readily available to their customer-specific information about Investia’s policies and procedures relating to the management of their personal information.

9) Individual Access: Upon request, an individual may be informed of the existence, use and disclosure of their personal information and shall be given access to it. An individual will be able to challenge the accuracy and completeness of the information and have it amended as appropriate.

10) Handling Customer Complaints: Individuals can address any complaint regarding compliance with the above principles to Investia’s Privacy Officer.

Investia encourages Representatives to conduct ongoing assessments of their practice in light of these principles in order to identify areas requiring improvement and implement the necessary changes. The following are additional practices to assist in the reduction of potential risk: General Office

• Locking of filing cabinets and offices;

• Putting in place and using a security system;

• Performing a nightly backup of the computer;

• Utilizing an automatic screen saver on the computer; and

• Implementing daily paper shredding and clean desk policies.

Client Communication

• Confirming the identity of the client prior to giving information, and only providing information to the account owner;

• Ensuring that the client understands and agrees to the intended use of the information;

• Sending letters to the investment fund/account owner;

• Not commingling family information without written approval from the client(s); and



• Refraining from cross-marketing campaigns without prior client approval.

Client Trade Processing and Filing

• Processing trades promptly;

• Providing access to properly trained individuals only;

• Filing paperwork in individual files; and

• No blending of files according to the family, unless the product is jointly owned.

Staff Confidentiality

• Training of staff on the ten (10) Privacy Principles;

• Requiring staff to sign the Non-Licensed Assistants - Code of Ethics and Declaration forms or, for Licensed Assistants to sign the Dealer/Representative Agreement as required;

• Obtaining information only as required for the service or product provided; and

• Limiting access to private information to those individuals who truly require it.

System Safeguards

• Ensuring adequate safeguards are in place for all electronic devices, such as passwords that are changed on a regular basis and for which the Representative has adequate protective firewalls to prevent potential hacking.

In the event of an actual or perceived breach, Representatives are responsible for notifying the Privacy Officer immediately of any actual or potential breach of privacy. Investigation of the breach and complaint resolution, if applicable, will be handled by the Privacy Officer.

Complaint Resolution

• Notifying the Privacy Officer immediately of any actual or potential breach of privacy. NOTE: For mutual fund files (electronic and/or paper file), the Representative must keep all NCAFs/KYC forms, signed trade documents, applications, and disclosures for a period of no less than seven (7) years after account closure. Avoid Breaches of Privacy Personal information collected during the conduct of business activities must not be used or disclosed for purposes other than those for which it was obtained, unless the consent of the person is obtained, or as otherwise required by law. There are several ways the Representative may avoid breaches of privacy including:

• Appropriate device encryption must be enabled on and all devices (i.e. computer, mobile phone and any other electronic device) which include client information;

• The Client Portal (Wealthview for former FundEX Representatives) should be used to share documents with clients.

• Keeping records in a locked filing cabinet;

• Ensure that access to their office is limited;

• Protecting their computer, mobile phone and any other electronic devices with a password and the use of encryption as an added level of security. If the Representative must carry their computer in their vehicle, the computer must be concealed and locked in the trunk;

• Not disclosing client information to anyone from other business organizations;

Privacy Officer Investia Financial Services Inc.

6700 Pierre-Bertrand Boulevard, Suite 300 Québec City, QC G2J 0B4

Phone: 418.684.5548 • 1.888.684.5548



• Refraining from discussing personal business matters in public;

• If no email encryption is in place, please do not share any confidential information over email;

• If there is a need to share confidential information, then a proper email encryption solution must be used;

• Periodically deleting any Univeris records of prospective clients who have not become clients of Investia; and

• Avoiding the use of software providers who would have access to clients' contact information, unless their adherence to all applicable privacy legislation and requirements can be ascertained.

Confidential Information All client information obtained by Investia or any of its Representatives must be held in strict confidence. Confidential information includes, but is not limited to a client’s trading activities and financial matters. This duty of confidentiality extends to all staff and other employees of a Representative. Client information can only be disclosed to employees and Head Office as may be required during the normal course of business. i Employees The number of employees having access to personal information should be restricted to those employees to whom access is strictly necessary for the performance of their normal duties. ii Authorized Disclosure No information regarding any aspect of a client’s account may be disclosed except with the client’s written consent, or as may be required by a legal process or statutory authority. If a client authorizes disclosure of information, such disclosure shall be limited to the information to which the client’s consent relates. Written consent authorizing release of client information shall be kept on file detailing the information disclosed, to whom it was disclosed, and the date of disclosure. iii Third Party If a Representative wants to use information collected by another Representative or another company, they should get the written consent of the party concerned before using this information and keep a copy of the consent in their file. This approval should be obtained before servicing the client with Investia, in other words, before opening an account or requesting a transaction. iv Client Files Representatives must ensure that client files be kept in a locked, secure location, with access strictly controlled and monitored.

Shared Office Space The practice of Representatives sharing office space with other businesses, professionals and/or mutual fund representatives from other dealers is generally acceptable under the following conditions:

• Separate and distinct signage must be visible;

• Separate telephone and fax lines must be maintained;

• Services of an assistant must not be shared;

• Client files must be secure and access restricted from the other business or entity;

• Office doors must be locked in the Representative’s absence;

• Additional privacy restrictions must be adhered to. The greatest risk of sharing office space is the protection and adherence to client privacy rights. When a client gives their consent to the sharing and use of certain information at the time of account opening, this DOES NOT include the sharing of information with individuals or businesses with whom the Representative shares office space. Therefore, special care must be taken to ensure there is no sharing of client contact records or other information with anyone other than Investia personnel.



Special regard must be given to such day-to-day matters:

• Closing and storing client files securely when not in use;

• Ensuring faxing practices are confidential and secure; and

• Ensuring telephone conversations with clients regarding confidential matters are private and discreet. If the office space is shared with another financial entity, the potential for client confusion must be addressed. It must be clear which products and services are provided through and supervised by Investia. It is the responsibility of the Representative to ensure that the client understands that there is more than one financial entity in the same office space and that they are separate businesses. NOTE: It is not sufficient to have a non-employee sign a confidentiality disclosure; all of the above requirements must be met. Digital Storage Space Digital storage is now a common practice which offers many advantages. Information can be stored on numerous devices such as: internal hard drive, external hard drive, USB key, tablet, smart phone, local server, cloud computing, etc. Digital storage has brought a whole new set of challenges in terms of privacy protection. However, our responsibility remains the same as that pertaining to information held in paper format. To guide you through this process, please refer to the chart below for a summary of various safeguards to apply based on the technology used. In addition, you may also refer to the Investia Advisor Centre for further assistance about data encryption, cloud computing, imaging and related topics.



II. Anti-Money Laundering and Anti-Terrorist Financing (“AML/ATF”) Investia has a number of duties to meet in complying with Anti-Money Laundering and Anti-Terrorist Financing (“AML/ATF”) legislation. Those that most directly affect Representatives are as follows: i Client Identification at Account Opening

• Representatives must note on the NCAF the type of client ID, ID reference number, place of issue (please specify the province of delivery, do not enter “Canada”), and expiry date of each piece of identification on the NCAF.

ii Reporting Suspicious Transactions

• All suspicious transactions must be reported to CBM/RBM and/or Coordinator-Corporate Branch Manager.

• Suspicious transactions are financial transactions that the Representative has reasonable grounds to suspect are related to the commission of a money laundering offence. This includes attempted or completed transactions.

• Suspicious transactions also include financial transactions that the Representative has reasonable grounds to suspect are related to the commission of a terrorist activity financing offence. This includes attempted or completed transactions.

• Investia is required to, at a minimum, ascertain the source of funds for any transaction of $50,000 or more in open/non-registered accounts including TFSA accounts. Should Investia have reasonable grounds, however, to suspect that a transaction may be related to potential money laundering or terrorist financing activity, then Investia reserves the right to confirm the source of funds, irrespective of the amount of the trade.

Under no circumstances can an Investia Representative accept cash or deposit cash to the Investia Financial Services Inc. trust account on behalf of the client.

III. Unsolicited Telecommunication Rules The National Do Not Call List (“DNCL”) was launched on September 30, 2008. Members of the public can register their home phone and fax numbers to a national list if they do not wish to receive calls from telemarketers, subject to certain exceptions. This framework of rules for telecommunications affects how Representatives do business and it is the Representative's responsibility to become familiar with and follow the requirements of this legislation. Telemarketing communications subject to the rules include both phone calls and faxes (emails are not subject to the Rules of DNCL requirements). The Unsolicited Telecommunication Rules (the “CRTC Rules”) do NOT apply to communications to existing clients in the context of servicing their account(s). For example, calls to convey and obtain information about client accounts and/or investments and to make recommendations in respect of appropriate products and services fall within the normal Representative-Client relationship and are not subject to the CRTC Rules. The pre-existing relationship exemption cannot be extended to affiliates or joint marketing partners. Representatives may not think of themselves as a telemarketer but the Canadian Radio-Television and Telecommunications Commission (“CRTC”) defines telemarketing as “the use of telecommunication facilities to make unsolicited calls for the purpose of solicitation” and soliciting means “selling or promoting of a product or service, or the soliciting of money or money’s worth." Therefore, a Representative may be deemed to be a telemarketer, and if they engage in cold calling (on their own behalf or hire a third party), must follow the CRTC Rules, and subscribe to access the DNCL. Cold calling is the practice of prospecting for clients by calling potential clients with whom the Representative has not had previous contact.



If the Representative is referred to a potential client but has not received express consent form that individual to be called, the Representative must follow the Rules and subscribe to the DNCL. Consent can be given through email, a conversation, conventional mail, or a telecommunication initiated by the client. NOTE: Investia is not registered as telemarketers and does not subscribe to the DNCL. Any sales communication used for cold calling must be approved by the SPA.

IV. Canadian Anti-Spam Legislation Investia is committed to acting in accordance with Canada’s Anti-Spam Legislation (“CASL”), as it may be amended from time to time. Investia understands that the goal of the anti-spam legislation in Canada is to deter damaging and misleading forms of spam. Investia is also aware that CASL’s framework hinges on the premise that consent, either implied or express, is required to send a commercial electronic message (“CEM”), and that this consent may be withdrawn at any time. Investia realizes that the education and awareness of its employees and Representatives is the key to ensuring necessary steps are taken to combat spam. Investia will further ensure that network security programs, spam filter and anti-virus software is utilized at all times in company computers and related technologies.

To be compliant with CASL, Investia employees and Representatives who send CEMS must meet the following criteria:

• Have the consent of the recipient;

• Clearly identify themselves and the party on whose behalf the message is being sent; and

• Provide a simple way in which the recipient can unsubscribe from receiving further CEMs in the future.

These requirements are the consequence of a regulatory framework, pursuant to which Investia specifically prohibits:

• The sending of CEMS without the recipient’s consent (permission), including messages to electronic addresses and social networking accounts, as well as text messages sent to a cell or smart phone;

• The alteration of transmission data in an electronic message which results in the message being delivered to a different destination without consent;

• The installation of computer programs without the express consent of the owner of the computer system or an authorization person thereof;

• The use of false or misleading representations in the promotion of products or services;

• The collection of personal information through accessing a computer system in violation of federal law (i.e. the Criminal Code of Canada); and

• The collection of electronic addresses by the use of computer programs or the use of such addresses, without permission (i.e. address harvesting).

Investia will only permit the transmission of CEMs in the following contexts:

• The recipient has expressly consented to receive such messages;

• The recipient has given implied consent to receive such messages by virtue of an existing business relationship between the Representative and the recipient as detailed in the Act;

• The Representative is responding to a request for information from the recipient;

• The Representative is communicating information directly relating to a recipient’s account, portfolio, or other service or product with Investia;

• To provide information that the recipient is entitled to receive relating to products or services the recipient (i.e. client) has purchased from Investia;

• The message(s) are related to a legal or regulatory obligation, the enforcement of legal rights, or the provision of legal notice; and/or

• CEMs that are sent and received within limited access, secure and confidential accounts to which only Investia or the Representative can send messages to the recipient client, such as though the Client Portal.



Investia, its employees and Representatives will adhere to the following practices when sending CEMs:

• Maintain a rigorous distribution list management system;

• Include the following essential information predominantly within the message:

• The sender’s name and contact information, including address and phone number;

• Identification of a third-party supplier, if used;

• Include Investia’s prescribed opt out (or unsubscribe) language and link conspicuously within the message. The requisite language and link are located in the Compliance Communications tab of the Advisor Centre;

• Ensure no false or misleading information is contained within the subject line or otherwise within the message itself.

For more information, please consult the reference document entitled “FAQ – Canadian Anti-Spam Legislation”, which may be found on the Advisor Centre. You may also find other relevant information on this subject at the following address: https://fightspam.gc.ca/

V. Incorrect Client Address In compliance with anti-money laundering legislation and MFDA Rule 5.4.1 – Delivery of Confirmations, Investia is required to keep a record of clients’ residential addresses and deliver quarterly account statements and written trade confirmations to clients. It is crucial that valid and correct client addresses be recorded in Univeris. There are two ways to obtain a list of clients with incorrect addresses on file:

1. Generate a report in Univeris under the Reports / Marketing / Client List Report section. Simply tag the “Incorrect Address” box and select “Generate”. It is recommended that this report be run at least quarterly;

2. You may also obtain a list of clients with incorrect addresses on the Advisor Centre Dashboard. Investia does not permit trades into client accounts with incorrect addresses on file. A compliance rule in Univeris ensures that any such trades are halted from trading. If a document is returned to Investia with a non-delivery notice due to an incorrect address, Head Office staff will ensure that the box “Incorrect Address” is checked off in Univeris. Any trades executed for a client with an incorrect address flag will be halted without exception until the client’s address is corrected. NOTE: Unchecking the “Incorrect Address” checkbox in order to place a trade while the client’s address continues to be incorrect is strictly prohibited.

VI. Integrated Accessibility Standards Policy Investia and its Representatives strive to provide goods and services in a way that respects the dignity and independence of people with disabilities. Investia recognizes its obligations under the Accessibility for Ontarians with Disabilities Act, 2005 (the “AODA”) and believes in integration and equal opportunity. Investia is committed to meeting the needs of persons with disabilities in a timely manner, and will do so by preventing and removing barriers to accessibility and offering people with disabilities the same opportunity to access its goods and services and to benefit from those services, in the same place and in a similar manner as other clients. Accessibility Plan As required under the Integrated Accessibility Standard (the “Standard”), Investia will develop, maintain and document a multi-year Accessibility Plan outlining the company’s strategy to prevent and remove barriers from their workplace and to improve opportunities for people with disabilities. The Accessibility Plan will be reviewed and updated at least once every five (5) years, and will be posted on the company’s internal and external websites.

https://fightspam.gc.ca/



Training Employees and Representatives Investia will ensure that training is provided on the requirements of the accessibility standards referred to in the Standard and continue to provide training on the Human Rights Code as it pertains to persons with disabilities to:

• Its employees, Representatives and volunteers; and

• All persons who provide goods, services or facilities in Ontario on behalf of Investia. Training will be provided in accordance with the Standard and will include:

a) The purpose of the AODA and the requirements of the Standard; b) The Ontario Human Rights Code as it pertains to persons with disabilities; c) How to interact and communicate with people with various types of disabilities; d) How to interact with people with disabilities who use an assistive device or require the assistance of a

service animal or support person; e) What to do if a person with a disability is having difficulty in accessing the company’s goods and services;

and f) This Policy and any changes thereto.

VII. Information and Communications Standards Feedback Investia and its Representatives will ensure that their processes for receiving and responding to feedback are accessible to persons with disabilities by providing, or arranging for the provision of, accessible formats and communication supports, upon request. Accessible Formats and Communication Support Upon request, Investia and its Representatives will provide, or arrange for the provision of, accessible formats and communication supports for persons with disabilities in a timely manner, taking into account the person’s accessibility needs due to disability. Accessible Websites and Content Investia and its Representatives will ensure that their respective internet websites, including Web content, conform to the World Wide Web Consortium Web Content Accessibility Guidelines (WCAG) 2.0 – Level A, except where this is impracticable.



Chapter 4 – Know Your Client I. Collection of Know Your Client (“KYC”) Information It is the primary responsibility of the Representative to know the essential facts relative to each client and to ensure that each order accepted or recommended is suitable for the client. To comply with this requirement, the Representative must review and update as necessary, information on file for each client at a minimum:

• Whenever the Representative becomes aware that there has been a material change with respect to the client;

• Whenever a Representative takes over an account from another Investia Representative*;

• Whenever an account is transferred to Investia; and

• Every three (3) years, even if no other updates have occurred. * A new KYC Update Form is not required at the time of internal transfers if one was completed by the former Investia Representative within the last 12 months as at the date of transfer to the new Representative. However, the new Representative is required, at minimum, to contact the client and confirm the current KYC information on file within 90 days, and if no material changes, the new Representative may sign, date and indicate method of contact with the client on the existing KYC Update Form. The “Compliant Update Date” field in Univeris can then be updated with the date of contact and copy of form sent for PBM/CBM approval and dealer records. This process is applicable for reviewing applicable LARFs with the client as well. The collection of client KYC information must be reflected on the NCAF/KYC form. Properly completed NCAF/KYC forms set the minimum standard to adequately assess the suitability of investment decisions for each plan. While it is valid that a Representative considers the client’s overall financial situation when recommending investment strategies, it is also important to recognize that the client may have a different asset allocation, time horizon and risk profile for different plans. For example, one would expect that a client’s risk profile, asset allocation and time horizon may be different for an ITF or RESP plan set up to fund a child’s education versus a personal RSP or LIRA. By detailing KYC information per plan, the Representative can better demonstrate that they took the time to fully understand and document the client’s situation prior to making any investment recommendations. In addition, the client, by signing the KYC Update Form every 3 years at a minimum, agrees that the information for each plan accurately depicts their situation. If the Representative is ever challenged by a client regarding their investment recommendations (and assuming that the investments correspond with the KYC), the KYC Update Form will be an integral part of the Representative’s defence against any suitability claim.

NOTE: It is a regulatory requirement that the client receive a signed copy of the NCAF/KYC form.

A) KYC Definitions Representatives must discuss KYC information definitions with clients when completing account opening forms as described below: Income In the case of a joint account, the primary owner’s income and the joint owner’s income must be recorded separately.



There are seven categories of income:

• < $30,000

• $30,001 - $50,000

• $50,001 - $70,000

• $70,001 – $100,000

• $100,001 – $200,000

• $200,001 – $300,000

• > $300,001

Net Worth The difference between a client’s assets and liabilities, calculated as:

Liquid Assets + Non-Liquid Assets – Liabilities = Net Worth

Liquid assets include those that are not subject to restrictions and are readily converted to cash without penalty. Generally, investments would be considered liquid assets unless they are locked in or held in a registered plan. A home, or other property, is considered a non-liquid asset. Liabilities may include, but not limited to, mortgages, lines of credit, credit cards and any loans. For individuals in a spousal relationship any joint assets or liabilities should be divided in half, when calculating net worth for an individual account. Investment Knowledge There are three categories of investment knowledge:

• Limited: The client has no or very limited investment knowledge or experience. He/she relies on his/her Investia Representative for recommendations related to investment products.

• Moderate: The client has reasonable investment knowledge or experience, as well as a fair understanding of a variety of investment product types such as government-guaranteed bonds, labour-sponsored funds and various classes of mutual funds. However, the client does not necessarily understand the complexities associated with all of the products and he/she relies on his/her Investia Representative to assist him/her in such areas.

• Extensive: The client has extensive investment knowledge or experience, as well as a thorough understanding of a variety of investment product types such as stocks, government-guaranteed bonds, exempt market products, labour-sponsored funds and various classes of mutual funds such as equity funds, balanced funds, asset allocation funds, sector-specific funds and specialty funds. The client still relies on his/her Investia Representative to provide guidance with his/her investment decisions.

Asset Allocation(s) The client’s primary purpose for the money invested. If clients have more than one objective, multiple objectives may be achieved by having different KYCs for each plan and selecting one objective per plan. Alternatively, a percentage (%) may be allocated to more than one asset allocation totalling 100%. There are three categories of asset allocations:

• Safety: This portion of the client’s investment is intended to protect his/her capital investment. Investments that will satisfy this objective are composed of cash, GICs or money market funds.

• Fixed Income: This portion of the client’s investment is intended to generate an income and he/she is less concerned with capital growth. Examples of products the client may choose to invest in include income funds, bond funds and other income-generating funds.

• Equities: This portion of the client’s investment is intended to generate capital growth and may be more volatile. Generating income from this portion of his/her investment is not a requirement. Examples of products the client may choose to invest in include equity funds.

NOTE: Balanced funds are composed of a mix of fixed income and equity assets and may be appropriate for clients with an allocation for a need of Fixed Income funds and Equity funds.



Risk Profile The client’s attitude towards the potential for growth and their ability to accept losses and volatility in their portfolio separated into five (5) categories of risk:

• Low: The client is willing to forego the potential for gains to ensure that losses and volatility in his/her portfolio are minimal. Examples of products the client may choose to invest in: cash, GICs, money market funds, short-term bonds or instruments where principal is guaranteed.

• Low to Moderate: It is important for the client that losses and volatility in his/her portfolio be limited, but he/she desires growth of his/her portfolio to keep pace with inflation. Examples of products the client may choose to invest in: bond funds, asset allocation funds and balanced funds.

• Moderate: The client desires a portfolio that has the potential for some growth in value and he/she is willing to accept the potential for some losses and moderate volatility. Examples of products the client may choose to invest in: dividend funds and equity funds.

• Moderate to High: The client desires above average performance. In doing so, he/she accepts that his/her portfolio has the increased potential to experience larger losses and higher than average volatility. Examples of products the client may choose to invest in: small and mid -cap equity funds or some sector specific funds (such as health care or natural resources funds).

• High: The client desires the potential for the greatest amount of growth. In doing so, he/she accepts that his/her portfolio will likely experience significant losses from time to time and have high volatility. Examples of products the client may invest in: emerging market equity funds or instruments using alternative strategies.

Time Horizon This identifies the time frame in which the client will need to withdraw a substantial portion (1/3 or more) of the money invested.

• Less than 3 years

• 3-7 years

• Greater than 7 years

B) Client Identity Requirements Under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (“PCMLTFA”), Representatives must ascertain the client’s identity at account opening. Identification requirements extend to all beneficial owners of an account and individuals assigned trading authority or Power of Attorney (“POA”) on any type of accounts. For corporate accounts, identification must be obtained for directors, signing officers, and all beneficial shareholders of the corporation. The client’s name, address, date of birth, principal business or occupation of the individual/entity, type of client ID, ID reference number, expiry date and place of issue must be collected for all new clients. Any piece of identification used must not be expired. When referring to a document for the purpose of identifying an individual, it must be an original, not a copy of the document. Copies of the identification relied on should not be retained in the client file, so as to reduce the retention of personal information once the obligation has been met by the Representative. For a document to be acceptable for identification purposes, it must have a unique identifier number and photo. It must also have been issued by a provincial, territorial, or federal government. The identification number must be recorded on the NCAF/KYC form. Acceptable forms of government-issued photo identification include:

• Driver’s licence;

• Passport;

• Permanent resident card; and

• Other similar document issued by government entities*.



*Provincial legislation in Ontario, Manitoba and Prince Edward Island prohibits the use of a health card for identification purposes. In Quebec, the Representative may not request to see a client’s health card, but may accept it if the client wishes to use it for identification purposes. Representatives must take reasonable measures to determine if an individual is a Politically Exposed Foreign Person (“PEFP”), a Politically Exposed Domestic Person (“PEDP”) or a Head of International Organization (“HIO”) and respond to the applicable questions on the NCAF/KYC form. For further details on identification procedures and requirements at account opening, please refer to the Proceeds of Crime (Money Laundering) & Terrorist Financing Act & Regulations Reference Manual on the Advisor Centre.

C) Corporate Account Identity Requirements At the opening of a corporate account, the Representative must obtain, image and keep a record of all required information and documentation confirming the existence of the entity. In order to comply with his/her AML obligations, the Representative must take the following steps: Corporations:

1. Obtain the certificate of incorporation (also known as “article of incorporation”); 2. Complete the Complementary Form – Corporations, Formal Trust and Other Entities, more specifically

to record the following information: a. Name and occupation of all directors of the corporation; b. Name, address and occupation of all individuals who, directly or indirectly, own or control 25% or

more of the shares of the corporation; c. Name, complete address, date of birth and main occupation of each individual authorized to trade

on the account. 3. Obtain a corporate resolution, which designates the individual to trade on the account. Note that you

may use Investia’s Corporate Resolution form available in Univeris if the corporation has not already provided one.

Formal Trusts:

1. Obtain the trust agreement or a document amending the trust; 2. Complete the Complementary Form – Corporations, Formal Trust and Other Entities, more specifically

to record the following information: a. Name and complete address of the trustees; b. Name and complete address of the settlors; c. Name and complete address of the beneficiaries; d. Name, complete address, date of birth and main occupation of each individual authorized to trade

on the account. 3. Obtain the trust’s resolution or a letter of direction, which designates the individual authorized to trade

on the account.

Not-for-Profit Organizations: 1. Obtain the documentation supporting the existence of the not-for-profit organization; 2. Determine whether or not the entity is a registered charity for income tax purposes:

a. If the entity is not a registered charity, determine whether or not it solicits charitable financial donations from the public.

3. Complete the Complementary Form – Corporations, Formal Trust and Other Entities; and Obtain a letter of direction, which designates the individual authorized to trade on the account.

All Other Entities: 1. Obtain the documentation supporting the creation or existence of the entity (e.g. partnership

agreement, letter patent, etc.);



2. Complete the Complementary Form – Corporations, Formal Trust and Other Entities; and 3. Obtain the resolution or a letter of direction, which designate the individual authorized to trade on the

account. Representatives must take reasonable measures to determine if the entity is subject to the Foreign Account Tax Compliance Act (“FATCA”) and Common Reporting Standard (“CRS”) requirements, and respond to the applicable questions on the Complementary Form. For further details on identification procedures and requirements at account opening, please refer to the Proceeds of Crime (Money Laundering) & Terrorist Financing Act & Regulations Reference Manual on the Advisor Centre.

D) Remote Account Opening Procedure The remote account opening procedure can be utilized in instances where the Representative is unable to meet with a prospective client in person for identification purposes. The procedure allows the Representative to open an account remotely for new clients in a secure, compliant and entirely digital way. The requirement for verification, validation and identification must be met for each account holder of the account, including all authorized individuals acting on behalf of the account. No accounts may be opened and transacted within until all required supporting documentation is received. This requirement is in place to ensure compliance with the Proceeds of Crime (Money Laundering) & Terrorist Financing Act and regulations. It is important to note that the documentation mentioned below must be provided by every account holder if the account is for more than one individual. The Representative must ask the client via a secure video conferencing tool to share the information listed below through the secure “Document Sharing” option of the Client Portal (Wealthview for former FundEX Representatives).

i. A valid government-issued photo identification document, such as a driver’s licence or passport; ii. A personalized void cheque (clear and legible scan/picture of paper void cheque or PDF coming from

the bank institution); iii. A clear and legible picture of a sample signature (written client name and signature); and iv. Other documents required to open a corporate/entity account (e.g. corporate registry documents,

complimentary forms, each authorized individual’s required documents if they are remotely identified, etc.), if applicable.

NOTE: If the client does not have a scanner; a picture of the above documents/information will be sufficient. In order to be eligible, the document must appear to be valid and not have been altered. If information has been crossed out, the document is not eligible. Other applicable documents could be required to be shared by the client via the secure document sharing feature of the Investia Client Portal (Wealthview for former FundEX Representatives) (e.g. certificate of incorporation for a corporate account, trust agreement for a formal trust, etc.). For entities, the person who must be identified via the dual method must be the authorized signatory, and not any of the shareholders, directors, trustees, settlors, beneficiaries, partners, of the company unless they are authorized signatories. The method of client identification must be recorded on the New Client Application Form (i.e. the method used for identification is the dual source method) or the “Communications/Notes” section of Univeris. Example of acceptable note:

“The method used for identification is the dual source method. A virtual meeting was held on [date] at [time]. The documentation was sent to imaging.”



For details on Identification Procedures and requirements at account opening, please refer to the Proceeds of Crime (Money Laundering) & Terrorist Financing Act & Regulations” Reference Manual available on the Advisor Centre.

E) Collection of KYC Information Once the NCAF/KYC form has been completed in full, the Representative must ensure that the following practices are adopted. These will assist Head Office Compliance and the Representative in meeting their suitability obligations:

• Ensuring the form(s) are signed and dated by the client;

• Keeping the form(s) in the Representative’s files (electronic and/or paper file) to act as a permanent record of the client’s instructions;

• Ensuring the client understands that it is their responsibility to inform the Representative of any changes;

• Ensuring that, in the absence of the client contacting the Representative on a triennial basis, the Representative contacts the client in order to ascertain whether or not there have been any material changes in their affairs;

• Any client that is a U.S. Citizen or U.S. resident for tax purposes must provide his/her Tax Identification number (“TIN”) or social security number (“SSN) in compliance with the Foreign Account Tax Compliance Act (“FATCA”) legislation;

• Any client that is a citizen or resident from a country other than Canada or the United States for tax purposes must provide his/her Tax Identification number (“TIN”) in compliance with Common Reporting Standard (“CRS”) requirements;

• Updating KYC information on Univeris and ensuring that all updated/amended KYCs are received on the same day that the Representative confirmed the details of and signed the document; and

• All leveraged accounts must be identified as such on the NCAF/KYC form and Univeris;

• Investments using borrowed proceeds such as Home Equity LOCs “HELOC” or any other personal lines of credit are considered by Investia and regulators to be leveraged accounts.

In the event of a complaint, the KYC Update Form is the first documents to be scrutinized. An outdated or incomplete KYC Update Form cannot be relied upon to support the actions of a Representative. Representatives must use the most current version of Investia’s KYC Update Form. Any other version of this form will be rejected. NOTE: Investia and the MFDA require that Representatives decline to accept or administer an account in respect of an individual who does not consent to the disclosure of their personal information to obtain complete KYC information.

F) Investor Questionnaires An investor questionnaire (“IQ” or collectively “IQs”), when used appropriately, may serve as an effective tool in the determination of a client’s risk profile, as it assists in providing structure and consistency in the approach to collecting client KYC information and assessing risk profile. While there are many benefits to the use of an IQ, there are also limitations. The results of an IQ should not be solely relied upon to complete the client’s KYC profile and should not be used to replace the discussion between the Representative and their client. Rather, an IQ should help to support that discussion and allow for greater examination of the client’s goals, investment preferences and the relationship between risk and return. An IQ should be used in conjunction with other relevant client information, including but not limited to, the client’s current financial situation, income, net worth, goals, time horizon, asset allocations, number of dependants and age. As part of this process, it is important to ensure that information presented on both the IQ and NCAF/KYC form are consistent, and that no discrepancies exist between the two documents. Only when all relevant information has been updated on the NCAF/KYC Update form should investment recommendations be presented to the client.



A completed copy of the IQ must be sent to imaging (via fax or the Secure File Upload Tool) for dealer records and maintained in the client’s electronic or paper file. Reminder: All IQs must be pre-approved by Head Office Sales Compliance prior to implementation as questionnaires of this nature are considered items requiring approval as per Chapter 11 – Marketing Practices.

G) Account Types and Requirements i Individual Accounts Individual accounts belong to one individual and no other name appears on this type of account unless there is a Power of Attorney (“POA”). If there is a POA, a notarized or certified true copy of the POA document disclosing the name(s) of the account holder(s) in connection with the POA must be obtained. When setting up an individual account, the investment decisions should be based on the account holder’s goals and objectives. Please refer to the POA section for more details. ii Joint Accounts When setting up a joint client on Univeris it defaults to a joint account requiring all client signatures for all trading activity. To set up a joint account where either of the signatures of any of the clients is sufficient for trading purposes, the clients must sign a Letter of Direction (“LOD”) indicating that they wish to have only one signature of any of the joint clients permitted for all trading activity. Once the LOD is received, the Representative should update Univeris by selecting the “Edit” feature under the “Client Details” tab and uncheck the “All Signatures Received” box. Please check with the fund companies for joint account set up requirements and required documentation for only one signature on a joint account. Any time a joint account is set up, whereby only one signature is required, the client’s LOD must be sent to the imaging system, and the PBM/CBM notified accordingly.

• Joint with Rights of Survivorship (“JTWROS”): In certain jurisdictions, upon death of one of the clients, the remaining client acquires full ownership of the account by right of survivorship. This form of ownership is not available in the province of Quebec.

• Joint Tenants in Common (“JTIC”): Each client owns a specific portion of the assets and upon death of one client; the deceased’s share goes to their estate. The remaining client retains their portion of the account.

When an account is held in joint names, the KYC information should be based on the information provided by all joint account holders. The six (6) key areas of the KYC should be completed as follows:

• Gross Annual Income – Should be completed for each individual named on the account.

• Net Worth – Should be completed for each individual named on the account.

• Investment Knowledge – Each client must indicate their investment knowledge level.

• Risk Profile – Each client must agree on the acceptable level of risk for the account.

• Asset Allocation – Each client must agree on the asset allocation(s) for the account.

• Date of Birth – Investia requires each client’s date of birth. Additionally, each client must sign and date the KYC Update Form, agree to information sharing, and provide consent to disclosure for privacy purposes to open the account/plan. NOTE: Trading instructions for joint accounts must be taken by/confirmed by each joint account holder, unless a LOD is on file. iii Corporate A corporate account is established for a business/holding company. The identification of the corporate officers authorized to trade on the account must be detailed on the KYC Update Form and on the Complementary Form - Corporations, Formal Trusts and Other Entities and verified with current, government-issued identification. The existence of the corporation itself must also be verified. Furthermore, on the Complementary Form - Corporations, Formal Trusts and Other Entities form, the entity must be classified to identify if the account is reportable for FATCA and CRS purposes. When an account is corporately held, all KYC information should be



based on the company with the exception of the investment knowledge, which should be based on the knowledge of the authorized trading officers. In addition to the NCAF/KYC form, the Representative shall obtain:

• A copy of the articles of incorporation or a certificate of incorporation;

• A copy of the directors’ resolution authorizing the opening of the account;

• A list of those persons authorized to provide investment instructions;

• A list of the corporation signing officers with specimen signatures;

• The names of the directors must be recorded; and

• A list of the names, addresses, and occupations of all individuals who own or control, either directly or indirectly, 25% or more of the entity.

NOTE: Representatives are required to review the list of authorized signing officers at the time of each trade to ensure no changes have been made to either the corporate and/or ownership structures. iv Not-for-Profit Corporation In the case of an entity that is a not-for-profit organization, please indicate as such on the NCAF and:

• Determine whether or not the entity is a registered charity for income tax purposes and keep a record to that effect. The Representative may either ask the client or consult the charities listing on the website of Canada Revenue Agency.

If that entity is not a registered charity:

• Determine whether or not it solicits charitable financial donations from the public and keep a record to that effect.

v In-Trust for Minors Typically trust accounts are opened for minors by their parents, grandparents or guardians. When an account is held “in trust” for a minor, all KYC information should be recorded based on the trustee’s information (i.e. mother, father, grandparent, or another trustee). The trustee must therefore provide their name, address, city, and province, date of birth, occupation, driver’s licence ID, annual income, net worth, and investment knowledge. This information establishes who is responsible for the account. However, the asset allocation, time horizon and risk profile should reflect those of the beneficiary of the ITF account and not those of the trustee. The SIN assigned to the ITF account should be that of the individual who is responsible for reporting any taxable income on the account. The Canada Revenue Agency’s attribution rules should be considered. Trustees should seek their own income tax advice on this matter. NOTE: If a client wishes to set up an informal trust for one beneficiary, an informal ITF account must be set up for each beneficial owner. Assets held in trust belong to the beneficial owner; therefore, Investia requires that separate informal ITFs (i.e. unique client ID number on Univeris) are set up for each beneficial owner. Also note that ownership rules differ from one province to another, especially when the children reach legal age and Representatives should seek legal advice or consult the applicable fund company prior to setting up this type of account. vi Formal Trust A formal trust is established by a written trust agreement (trust indenture or will), which names a trustee who has authority to make decisions (i.e. age of majority) with respect to the account. In this case, the Representative shall complete a Complementary Form – Corporations, Formal Trusts and Other Entities, signed by each of the authorized individuals, and obtain a copy of the trust agreement. Where no formal trust agreement has been entered into, the arrangement is simply informal. The use of “ITF” after the trustee name will indicate it as an informal trust. The name, SIN and date of birth of the ITF individual must be recorded on Univeris.



vii In Trust for Pension Account When the account is a pension plan held in trust, the KYC information should be based on the individual for whom the account is being held, with the exception of risk profile and investment knowledge, which should be based on the trustee of the account. Where applicable, the Individual Pension Plan (“IPP”) trust agreement and proof of registration with the Canada Revenue Agency (“CRA”) should accompany the KYC. viii Registered Retirement Savings Plan (“RRSP”) Clients must have a valid SIN in order to open an RRSP account. A minor (i.e. younger than 18) who earns income may open a registered account in their name if they have a valid SIN. Note: The account must be opened by a parent, legal guardian, or court-appointed custodian with this individual acting as the signatory until the minor reaches the age of majority. In the case where a spouse is the contributor to the RRSP, a spousal RSP (“SRSP”) plan may be set up. If the contributing spouse is an Investia client, the information collected from the contributing spouse must include DOB, SIN and client ID. Where the spouse is the beneficial owner of the account, all information, including occupation and confirmation of ID, must be collected. ix Registered Retirement Income Fund (“RRIF”) The time horizon should reflect the expected duration of the plan and not the individual’s withdrawal schedule.

x Locked-In Retirement Account/Locked-In Registered Savings Plan (“LIRA/LRSP”) Locked-in accounts must have the following information:

• Signed locked-in agreement;

• Signed spousal waiver (if applicable); and

• Portion of commuted value of assets (if any) being transferred to the LIRA/LRSP. xi Registered Education Savings Plan (“RESP”) When setting up a new RESP account, the RESP information must include the beneficiary’s SIN number. xii Registered Disability Savings Plan (“RDSP”) If the beneficiary has reached the age of majority and is legally able to enter into a contract, then an RDSP can be established for such a beneficiary by the beneficiary and/or the legal parent who is, at the time the plan is established, a holder of a pre-existing RDSP of the beneficiary.

If the beneficiary is a minor, another person can open an RDSP for the beneficiary and become a holder if that person is:

• A legal parent of the beneficiary;

• A guardian, tutor, or curator of the beneficiary, or an individual who is legally authorized to act for the beneficiary; or

• A public department, agency, or institution that is legally authorized to act for the beneficiary. xiii Tax-Free Savings Account (“TFSA”) To be eligible for a TFSA, the client must be a resident of Canada. xiv Deceased Clients When a Representative is notified that a client has passed away, Investia Head Office and the fund companies must be informed. All trading must cease until all the necessary estate documents have been collected, in order to determine who is authorized to act on behalf of the deceased. Required documentation includes, but may not be limited to:

• Original/Notarized Death Certificate;

• Original/Notarized Last Will and Testament;

• Original/Notarized Letters of Probate and/or Appointment of Executor Certificate;



• Confirmation of Identity Form – Related Parties (to capture mandatory information for each Executor).

Univeris must be flagged to identify that the client is deceased, by entering the date of death and changing the client status to “Deceased”. NOTE: Power of Attorney ceases at death. If there is an active POA on the account, that POA is no longer effective after the death of the client and no trade instructions may be accepted from the attorney. Any disbursements from the accounts must be processed “direct/off book” by the Estate Department at the applicable fund company/Nominee Department. The Representative’s role is to assist the fund company’s Estate Department in gathering the documentation they require in order to disburse the assets to the beneficiaries or to the estate of the deceased. All documentation sent to the fund company (including death certificate, last will of deceased, etc.) must also be sent to the imaging system, as support for any off book trading. Please consult with the applicable fund company for their specific requirements, as documentation or information required may vary for each fund company.

xv Estate Clients If it is determined that assets from a deceased client will be transferring into an estate account, a new Estate client must be set up in Univeris with a distinct client ID. In order to set up an Estate client on Univeris, a letter of Probate and/or Appointment of Executor Certificate must be obtained in order to validate the trustee(s) on the account. In addition, the following documentation must be completed for the estate client:

• Original/Notarized Letters of Probate and/or Appointment of Executor Certificate;

• New NCAF in the name of the Estate of the deceased, signed by the Executors;

• Confirmation of Identity Form – Related Parties (to capture mandatory information for each Executor);

• Original/Notarized Last Will and Testament Once ownership of the account(s) has changed at the appropriate fund company, and provided that all required documentation is on file, any account(s) transferring from the deceased client will be moved to the new Estate client in Univeris.

H) Investment Risk Suitability The Representative must properly ascertain the client’s risk profile, asset allocation(s) and time horizon for their investment goals prior to making investment recommendations. As clients mature and/or develop experience, their risk profile, asset allocation(s) and time horizon is likely to change and so their portfolio may then be modified to reflect these changes. A crucial part of the Representative’s role is to monitor the client’s situation and portfolios to ensure that, at all times, they are general ly compatible with one another. Mismatches or gradual changes must be identified, the investments reassessed, and trades initiated to make the portfolio compatible with the client’s investment profile and more specifically, their actual risk profile. There have been a number of disciplinary cases involving situations where accounts were “papered” to match the contents of the portfolio (i.e. changing of the client’s risk profile to reflect portfolio shifts). It is important to recognize that the focus must always be to ascertain the client’s financial situation, knowledge, goals and risk profile, and subsequently ensure that the products in the portfolio reflect the client’s current KYC profile. The Representative must be able to demonstrate how the client’s risk profile was determined. Investia has adopted the Investment Funds Institute of Canada (“IFIC”) risk model ranking system to help in understanding the underlying volatility (risk) of certain mutual fund classifications for the purpose of assessing their suitability in client portfolios.



IFIC guidelines assist Investia’s Product Review Committee (“PRC”) in determining the best and accurate categorization of all mutual fund products on our shelf. The Committee must conduct an objective and thorough review of all current and proposed products, independent of any third-party assessment. Consequently, there may be instances where the Committee establishes a ranking on a fund that is inconsistent with IFIC’s Risk Model. Therefore, it is important that Representatives always look to the classification for each fund available within the “Product Search” tab on Univeris. If a Representative has a question about a risk ranking of a fund in Univeris which differs from the offering documents of the investment, please contact the Product Review Coordinator. A fund sold to a client may not exceed the risk profile(s) stated on the KYC Update Form. For example, if a client indicates that no more than 20% of their portfolio may be in high-risk funds, the investment recommendations must be consistent with the stated parameter. A 10% tolerance zone is established to account for market fluctuations. This tolerance zone does not apply when the stated risk is 0% (e.g. 0% in high-risk funds). Asset allocation should be performed accordingly (i.e. no high-risk funds); otherwise, it would be appropriate to conclude that the trade is not suitable or that the KYC is outdated. Investia utilizes a review rule in Univeris, namely the Risk vs Risk Suitability Rule. This rule will assess the suitability of the risk rating of the fund(s) you are recommending to your client(s) to ensure it is consistent with the risk profile indicated on the client’s stated NCAF or KYC Update. Should a trade fail to coincide with the client’s stated risk profile (for example, a client with a stated risk profile of 100% Moderate to High, purchasing into a fund with a high-risk rating), then the trade will be captured in Univeris “Order Affirmation”, where it will remain pending CBM/RBM/PBM preapproval.

I) Asset Allocation Suitability Asset allocations are a component of the client’s overall investment profile, which represent the appropriate asset allocation mix that will be used by the client to reach a specific goal. To the extent a client has multiple goals, the recommended asset mix must also adequately represent the multiple objectives. As an example, for an asset allocation of 50% Equity and 50% Fixed Income, the portfolio should hold a mix of balanced funds with a split of 50% Equity and 50% Fixed Income or a 50/50 mix between equities, balanced and fixed-income funds. Clients may have broad or vague overall goal they wish to reach (such as “retirement savings” or “tax planning”), however, asset allocations must always reflect the type of investment mix purchased to reach this goal and satisfy suitability requirements. In order to differentiate between client goals and asset allocations, a description as to what the client wishes to do with the account must be indicated under the “Intended Use of Investments” section at the plan KYC level. Additionally, the asset allocation must be determined also at the plan level, as well as the asset allocation to reach this client goal.

Fund Categorization Canadian Investment Funds Standard Committee (“CIFSC”) categorizations are used to define the asset allocations of approved products based on the asset class. The CIFSC reviews the fund’s stated mandate, its historical investment behaviour, historical risk/return behaviour, and the manager’s stated intent in order to determine the most appropriate category. Material Changes Any material change(s) on the KYC (including asset allocations) must reflect the client’s personal circumstances. Accordingly, changes to the KYC to “paper” a flagged suitability issue are discouraged, unless a robust documented explanation is provided as to what happened in the client’s life circumstances that required the change within the KYC details. The KYC update should clearly evidence the reason for the change if any of the KYC profile selections are changing during an update. See Chapter 4.III Updating KYC.



Underinvested Portfolios Underinvested portfolios refer to those portfolios where the fund recommendations are not in line with the stated asset allocations and typically are scaled downwards from Equity to Fixed Income to Safety asset allocations. It is imperative that the investment fund selection recommended to clients be in line with the asset allocation and not invested more conservatively than what the client allocated for their profile. For example, a client holding a balanced fund that is 70% Fixed Income and 30% Equity whose KYC shows 100% Equity objectives should trigger a suitability concern as the recommended funds would not appear to be in line with the client’s stated asset allocations. Depletion Plans or Plans with a Structured Income Payout For clients holding plans with a structured depletion/income stream mandate (e.g. RRIF/LIF plans, open plans with an AWD program, etc.), it is strongly recommended that a portion of the KYC objectives should contain fixed income objectives. Where these types of plans have 100% Equity asset allocations, there is a presumption then that the client is capable of being fully invested in assets that are geared towards “capital appreciation and current income from your investments is not a requirement.” In these types of circumstances, the client may be in depletion/income stream plans with 100% Equity asset allocations upon a review of:

1. Representative notes that speak to the client’s ability to handle 100% Equity asset allocations; 2. Size of plan market value relative to the client’s portfolio and/or net worth; 3. Verification that generated income is not required based on the client’s personal circumstances (e.g. the

client has no need to take the RRIF payment as income due to sufficient cash flow from other sources and elects to reinvest into an open plan);

4. Verification that there is a long-time horizon on the plan, which means that there would be no need for redemptions as the client’s intent is to remain invested.

The list below are some examples of scenarios where a reasonability inquiry would be issued. Please note that this is not an exhaustive list.

• High risk profile and Safety objectives (unusual product that would fit these combined categories);

• Moderate/High risk and Fixed Income objectives (unusual product that would fit these combined categories);

• Equity objectives and <3-year time horizon (generally growth is achieved over a longer period of time);

• Equity objectives, low investment knowledge, low net worth, older client and <3-year time horizon;

• Safety objective with risk profile that is stated as higher than “Low”.

J) Concentration Risk Sector and EMD Concentration Investing in funds with a single sector focus will typically be more volatile than funds, which invest broadly across markets, as there is a greater risk due to the concentration of the fund holdings in issuers of the same or similar offering. For this reason, Investia has imposed a cumulative concentration limit in sector/EMD funds of twenty-five percent (25%), meaning that Investia will not permit clients to invest more than 25% of their portfolio in sector/EMD funds. Funds in the following asset classes are considered “sector funds” and will be subject to the prescribed concentration limit:

• Precious Metals Equity

• Natural Resources Equity

• Commodities Funds in the following investment type are considered “EMD funds” and will be subject to the prescribed concentration limit:

• Hedge funds;



• Flow-through limited partnerships (“FTLP”);

• Real estate investment trusts (“REIT”); or

• Any mutual funds, pooled funds, and all other securities sold by Offering Memorandum. Where the total client Sector and EMD exposure is above the permissible threshold of 25% of all investments with Investia, the client’s total net investible assets will be assessed to determine if the sector fund and/or EMD fund investments constitute less than 10% of this amount, in which case Investia may accept the investment, pending suitability analysis. However, any client relying on their total net investible assets to meet the concentration threshold will be subject to validation as noted on the NCAF/KYC, including providing supporting backup documentation confirming external holdings. In the absence of the client providing this evidence in the form of statement(s) from outside firm(s), the permissible concentration threshold must be based solely on Investia assets. If, the client’s total sector/EMD fund exposure exceeds the allotted 25% of investments with Investia and exceeds more than 10% of the net investible assets, Investia will issue a query to the Representative requesting that the recommendation be reviewed, and new investment instructions be provided. Net investible assets are defined as a measure of wealth that gives a clear picture of what a client has to work with when it comes time to investment decisions making. Net investible assets include the balances held in the bank accounts, certificates of deposit, mutual funds, stocks and bonds. Insurance contracts with a cash value are also regarded as investible assets, as are funds held in retirement accounts. Excluded from investible assets are those not easily converted to cash, also known as physical or tangible assets (which may include items like real estate properties, automobiles, art, jewelry, furniture, and collectibles, etc.).

High Risk Concentration Similarly, to the sector concentration risks, high-risk funds also pose a greater level of risk within a client portfolio when not diversified among other less volatile funds. Consequently, a concentration limit of 25% on high-risk funds within the following high-risk asset classes has also been prescribed:

• Asia Pacific ex-Japan Equity

• Emerging Markets Equity

• Greater China Equity

• Energy Equity

NOTE: High-risk concentration review is exclusive only to high-risk funds in the above four (4) asset classes. Funds within any of these same asset classes, holding a risk ranking of medium to high or lower, are omitted from concentration review. Where the total client high-risk funds allocation is above the permissible threshold of 25% of all investments with Investia, the client’s total net investible assets will be assessed to determine if the high-risk fund investments constitute less than 10% of this amount, in which case Investia may accept the investment, pending suitability analysis. However, any client relying on their total net investible assets to meet the concentration threshold will be subject to validation as noted on the NCAF/KYC; including providing supporting backup documentation confirming external holdings. In the absence of the client providing this evidence in the form of statement(s) from outside firm(s), the permissible concentration threshold must be based solely on Investia assets. In the course of trading for clients, the Representative must be aware of concentration thresholds and make changes as appropriate (i.e. rebalancing of the portfolio or a KYC Update).



For ease of reference, the concentration policy is summarized in the table below and client portfolio allocation meeting any of the concentration categories, independently or collectively, may not exceed 25% of Investia holdings:

Concentration Type Criteria used

for Inclusion Criteria Details Notes

Sector Funds % and EMD Funds %

Asset Class Investment Type

All funds in Asset Class:

• Precious Metals

• Commodities

• Natural Resources All funds with Investment Type:

• Hedge Fund

• Mortgage

• Mutual Funds (Exempt)

• Limited Partnerships

• Pooled funds

• REITs

Funds with all risk ratings included Funds with all risk ratings included

High Risk Funds%

Asset Class & Fund Risk

All funds in one of the following Asset Classes:

• Asia Pacific ex-Japan Equity

• Emerging Markets Equity

• Greater China Equity

• Energy Equity AND Fund Risk = High

Only Funds with High risk rating included

If, the client’s total concentrated fund exposure exceeds the allotted 25% of investments with Investia and exceeds more than 10% of the net investible assets, Investia will issue a query to the Representative requesting that the recommendation be reviewed and new investment instructions be provided. When relying on the net investible assets for the purpose of observing concentration limits, full details of the net investible assets must be provided including external statements confirming the amounts at the time of concentration inquiry. NOTE: Investia adheres to three separate concentration policies, however, the Sector & EMD concentration policies are not mutually exclusive and the prescribed threshold of 25% concentration limit must not be exceeded when the investment total, as per these two policies, is combined. For example, a client having a 25% sector concentration cannot also be 25% concentrated in exempt market products. However, client accounts holding 25% Sector products and 25% high-risk products are permissible and subjected to a concentration limit of 25% independently. NOTE: Investia does not permit the purchase of Sector, EMD and qualifying high-risk products using borrowed funds (leverage), i.e. proceeds from investment loans or personal lines of credit (“LOC”).



K) Sales Charge Restriction Investia considers the suitability of investment recommendations to be an integral part of serving in clients’ best interests. While we acknowledge that the use of front-end load charge, deferred sales charge (“DSC”) or low sales charge (“LSC”) funds may be suitable for many, but it is not suitable for all clients. The associated redemption schedules and potential charges may limit a client’s ability and options to withdraw money when emergencies arise or to rebalance their portfolios when circumstances require them to change investment products. Of particular concern is the use of fees for senior and vulnerable clients, who typically have an income need and whose investment time horizon may be unpredictable or shorter than initially anticipated. The permitted commission schedules for Investia clients over the age of 65 will be restricted for mutual and segregated funds as per the chart below. This restriction will apply to all transaction types (i.e.: purchases, switches and transfers).

Client's Age Restricted Commission Types

65 years old and older No DSC or FEL + %

70 years old and older No DSC, LSC or FEL + %

Proper disclosure related to redemption schedules and the applicable charges that will apply in the event of early redemption is a mandatory requirement prior to any recommendation of a DSC or LSC fund. All such charges must be disclosed to a client prior to trading and evidence of such charges must be noted on all applicable trading documents. It is with the above items in mind and general industry trends regarding the reduced use of front-end-load charges/DSC/LSC type funds that Investia has implemented the following Sales Charge Restriction:

1) No DSC/FEL+% purchases are permitted in any account of a client aged 65 or older. 2) No fees are permitted to be charged for any purchases in any account of a client aged 70 or older. 3) No fees are permitted to be charged for any purchases in registered income-paying accounts, i.e. RRIF,

LRIF, LIF, RLIF or PRIF. 4) FEL purchases are capped at 1.5% regardless of the client’s age. 5) No DSC/LSC/FEL +% purchases in any account of a client age 70 or older; 6) No DSC/LSC purchases in registered income-paying accounts (i.e. RRIF, LRIF, LIF, RLIF or PRIF); 7) No DSC purchases are permitted for clients whose stated time horizon is less than 7 years. 8) No LSC purchases are permitted for clients whose stated time horizon is less than 3 years. 9) No rebalancing or reinvesting is permitted into a new DSC/LSC fund or front-end load fund, unless within

the same fund family, where the Representative recommended the initial purchase of the fund. The options available for rebalancing are front-end load (“FEL”) at 0% or into F-Series funds in a fee-based account.

10) Exception to #9: Representatives transferring in client assets that are subject to a DSC/LSC charge are permitted to use DSC/LSC funds in order to facilitate a commission rebate to commensurate with any fees incurred as a result of the redemption and transfer, provided that the recommendations are suitable for the client.



FREQUENTLY ASKED DSC QUESTIONS Q. Do the commissions earned have to be disclosed? A. Yes. Disclosure of commission information is required to ensure that clients know what the Representative is

earning in a transfer situation. Q. Are DSC to DSC transactions permitted? A. No. Please refer to the section for further clarification. Q. Does the Representative need to use Investia’s Fund Transfer Fee Disclosure Form mentioned in the policy

for a transfer in from an external source (i.e. different Representative/Dealer)? A. Yes. The policy is intended to apply to transfers of funds already held at Investia, as well as to funds coming

in from an external source with a different Representative. Q. How does this policy apply to situations where funds are transferred to a no-load money market fund and

then reallocated to DSC funds as part of an asset allocation or dollar cost averaging process? A. Investia recognizes that many Representatives make use of a zero front-end load money market fund to gather

assets being transferred in from other sources and, once all assets are received*, determine and implement an appropriate investment strategy that may include the use of DSC funds. Although this approach is an accepted practice, Investia Representatives are responsible for reimbursing any fees the client may have incurred in moving their funds to a zero front-end load fund prior to reinvesting in any other investment funds or initiating any new investment strategy.

*Investia will allow a maximum period of 6 months to transfer to a different sales charge. Q. Does this policy apply to transfers of 10% DSC free to FEL zero? A. No, because there is no DSC fee triggered when DSC free or matured units are transferred. Q. Can the Representative transfer DSC units to FEL once DSC units are off schedule (i.e. matured)? A. Yes. Provided it is a 0% front-end load structure or F Class.

If the transaction does not meet the above-mentioned criteria, it will not be considered suitable regardless of whether or not the client has signed a disclosure. In addition, for senior clients who own investment plans where there are additional owners attached (such as Joint Ownership with Rights of Survivorship or Joint Tenants in Common) or transfer assets over to designated beneficiaries (such as RESP, RDSP, or non-registered in trust for accounts), the application of the Sales Charge Restriction will be based on the age of the oldest client. Producing Branch Managers and Head Office Compliance Staff will monitor potential violations of this policy and if identified, certain transactions may be reversed and/or moved into the equivalent FEL 0% option. Fee-for-Service Compensation Policy Investia’s policy is to have a maximum compensation limit of 1.5% for all fee-for-service offerings on applicable mutual fund investments.



L) Disclosure of Fees The Representatives must disclose all fees and charges to the client in writing prior to the trade being placed. Fees and charge include, but are not limited to, sales charges, redemption fees, switch fees, and applicable withholding taxes. At all times, any information given to the client must be clear and transparent and include any applicable fees and charges in relation to the transaction. The expectation is that all related fees or charges are disclosed on the order instruction form that the client signs. If the trade is done via LAF or for nominee accounts, including where verbal and/or email instructions are received from the client, detailed notes must be kept in regard to the Representative’s discussions with the client and the disclosure of fees clearly noted on the trade ticket or under the “Communications/Notes” section of Univeris.

M) Maintaining Client Notes Investia Representatives are required to take notes for all client meetings and conversations. Client notes are an important part of the client file and as such should be available to Head Office via imaging (Synergize) or within the Univeris trading system. At a minimum, the following information should be recorded:

• Who attended the meeting?

• When was the meeting? (date and time)

• Where did the meeting take place? (in person, what location/on the phone)

• What was discussed?

• What recommendations were made? and

• Has the meeting resulted in any other action(s)? If a trade recommendation is made pursuant to a client meeting or discussion, MFDA Rule 5.1 and MSN-0035 also require that Representatives maintain notes regarding:

• Whether recommended trades or trades requested by the client were executed or cancelled or modified;

• Particulars of the securities to be purchased, switched or redeemed (and to which account);

• Confirmation as to the discussions of any fees, trailer, commissions, or charges to be paid on the transaction; and

• In the case of redemptions, instructions as to where the proceeds of the redemption are to be sent or whether they are to be reinvested and how they are to be reinvested.

Please refer to Chapter 4, Section IV for additional information on content of note requirement. NOTE: All client files, including notes (both paper and electronic) of client discussions, must be readily available in Univeris for review by supervisory staff and regulators. In the case a Representative resigns or is terminated, a copy of their client files must be sent to Investia Head Office to keep on file. Maintaining a detailed and accurate record of client instructions at the time they are given (or shortly thereafter) is an important internal control, which provides an audit trail for Investia to confirm transactions and assist in verifying trade details in the event of a dispute. A Representative’s file is their main defence in the event of a client complaint and regulators specifically request copies of client files and meeting notes when reviewing a client complaint or completing a regulatory investigation. Notes including a summary of discussions of meetings; a log of telephone conversations and the nature of each call; a log of unsuccessful attempts to contact clients; copies of correspondence, emails and fax communications are all valuable tools in the event of a client complaint. Many E&O insurance providers are now asking for details of note taking when renewing E&O policies and client notes are requested when they assess potential claims. Unsolicited Trades Pursuant to MFDA MSN-0025, in the event that the Representative receives an unsolicited order that they determine is unsuitable for the client, they must advise the client before proceeding. The Representative is required to make clients aware that the proposed transaction is not suitable based on the information provided



on their NCAF/KYC form and provide appropriate cautionary advice. Sufficient notes should be documented in the client file to note the cautionary advice to the client and that the client insisted on proceeding with the trade. The notes should be signed by the client and must include the following information:

• The transaction was unsolicited;

• A suitability review was performed;

• The client was advised that the proposed transaction was unsuitable. Accepting an unsolicited order does not remove the requirement to review the trade for suitability. All unsolicited and unsuitable trades must be reviewed and approved by the PBM and/or CBM prior to the trade being placed. Investia is not obligated to accept a purchase order from a client that is determined by the Representative and/or supervisory staff to be unsuitable.

N) Timeliness of Compliance Related Inquiries As part of the PBM, CBM or RBM’s daily reviews and regulatory requirements, inquiries may be sent to Representatives to request more information, documentation or clarification in the event that the information available in Univeris and/or documentation in imaging (Synergize) is incomplete, unavailable or may appear not to be in line with dealer policies and/or procedures on the day of review. Portfolio and transaction suitability must be considered a priority. To provide clarification on what constitutes a timely response to the PBM, CBM or RBM inquiry, please note the summary below of the inquiry response, follow-up and resolution process:

WITHIN 2 BUSINESS DAYS WITHIN 7 BUSINESS DAYS WITHIN 21 BUSINESS DAYS

PBM/CBM/RBM sends inquiry on the same day of the review

The Representative must respond to the inquiry to demonstrate they understand the inquiry and will prioritize and outline the resolution. The response should include: • The action to be undertaken to resolve the situation; • The timeframe required to undertake this action.

Resolution of suitability inquiries (trades offside with risk profile, asset allocation suitability, time horizon suitability, inadequate fee structure, concentration risk, etc.)

Any other inquiries must be resolved. (missing initials, disclosure documents, etc.)

If a resolution or a firm and appropriate action plan is not provided within a reasonable period of time, the PBM or CBM may take further action. Such action may include trade reversal and/or amend the transaction to a suitable holding. In such circumstances, a 48-hour notification will be provided to the Representative by email or phone prior to proceeding. The client must be informed of any amendments to the originally signed instructions and reason for amendment by the PBM/CBM or Representative. IMPORTANT: If the appropriate New Client Application Form (“NCAF”)/KYC Information is not on file when a new plan is opened, AND if the NCAF/KYC Update form is not received for review within 24 hours of the trade processing date, the plan and trade may be reversed due to the lack of evidence to validate that the trade is suitable/appropriate and the inability for suitability assessment to be completed.



Examples of adequate response to a supervisory inquiry:

• Within two (2) business days, the Representative responds: “The requested disclosure form has been faxed to imaging today at 2:00 p.m.”;

• Within two (2) business days, the Representative responds: “I will call the client by the end of the day to verify if she is still comfortable with her holdings or if we should rebalance the portfolio. I will get back to you with the answer after my call, or provide you with a time frame for resolution”;

• Alternatively, your response can be as simple as “Received, I will get back to you by the end of the day or tomorrow”.

In exceptional circumstances, the account will be placed under trade watch, for example, in the event that it would be unreasonable to reverse the transaction or refuse the account opening (due to missing information). Only redemptions or rebalancing trades to bring the account in line with the client’s KYC information are permitted on accounts that have been placed under trade watch. Any restrictions or trade watches on an account must be resolved prior to processing any subsequent trades or updates. The reason for restriction or trade watch is documented in the communication notes of the client profile. Representatives should always reference Univeris to ensure that they are aware of any such restrictions and to ensure that there is no delay in processing subsequent transactions or additional follow-ups to clients. NOTE: All trading activity in segregated funds, GICs and all products sold through Investia will be reviewed and approved by supervisory staff with all the same standard of the review as currently applied to the mutual fund trading activity.

O) Reasonability of KYC The reasonability of client information must be considered during KYC collection or updates to the existing KYC profile. The Representative must ensure that the client profile information is appropriate for the client given their circumstances (i.e. age, investment knowledge, net worth, occupation, time horizon, intended use, etc.). For example, the Representative should question any instances where the information provided on the KYC is inconsistent, such as High risk profile but objective of Safety or High risk profile but less than 3-year time horizon. In addition, for elderly clients where asset allocation is stated as Equities and risk profile as High, the Representative should determine the reasonability of such KYC profile and document the reasonability on the NCAF/KYC Update form or under the “Communications/Notes” section of Univeris. See Chapter 4.I.H Asset Allocations. For instances where a KYC profile has been updated over a short period of time and/or involves a material change (e.g. a change to a more aggressive profile), the reasons for the change must be documented on the NCAF/KYC Update form or the “Communications/Notes” section of Univeris.

The below list are some examples of scenarios where a reasonability inquiry may be issued. Please note that this is not an exhaustive list. Example 1: A 70-year-old client that is retired with less than <$30K of income having a Time Horizon of greater than 7 years and risk profile of High will be issued an inquiry to determine how the time horizon and risk profile are suitable for the client given his age and income. Example 2: A 50- and 51-year-old couple with 100% equity asset allocation and time horizon of less than 3 years will be issued an inquiry as to how the asset allocation is suitable given short time horizon is suitable for the clients.



Example 3: A 21-year-old client with his first full-time job earning $30,000 annually and net worth of $25,000, opening an account with $100,000 to invest, will be issued an inquiry as to the source of the funds given the clients limited income and net worth. Example 4: A 64-year-old retired teacher with a low risk profile, having a 100% equity objective and time horizon of less than 3 years will be issued an inquiry as to how the asset allocation is suitable given the client’s conservative risk profile and short time horizon.

II. New Client Application Form (“NCAF”) A) General An agreement with a client is initiated with the completion of a New Client Application Form (“NCAF”) at the time of account opening. The agreement is binding when it has been signed by the client, the Representative, and the dealer. MFDA Policy No. 2 requires a NCAF with specified information to be completed for each new account. It is very important to note that, in addition to being contractually bound to the client, a Representative has an obligation to act in the best interest of the client. When a client opens a new account, it is the responsibility of the Representative to discuss KYC information definitions to ensure the client clearly understands each component of the form. The collection and assessment of new client information, including KYC information, is required in order to determine a client’s asset allocations and financial goals. As the Mutual Fund Dealer, Investia is expected to retain new client information in order to conduct trade suitability reviews. It is a requirement that Representatives enter KYC information into Univeris prior to any trades taking place. Investia PBMs and CBMs are required to review all new account openings no later than one business day after the initial transaction date. The PBM and/or CBM, if applicable, will review the NCAF for the following:

• Ensure that all KYC information is current and has been entered properly;

• Ensure that the risk levels, asset allocation and time horizon are appropriate for the client given their other personal KYC information (i.e., age, investment knowledge, net worth, etc.);

• Ensure that where personal data seems inconsistent with risk profile and time horizon, there are adequate notes to explain why the client’s risk profile and time horizon are reflected as they are (i.e. although this woman is 64 years old and has an annual income of $55K and a net worth in excess of $200K, she is a business woman who owns her several properties outright - overall value in excess of $2M – and has a very high level of understanding of investments. Also, this high-risk Hedge Fund investment represents less than 5% of her net worth); and

• Ensure that the initial trade is suitable given the KYC information.

NOTE: New client accounts opened under producing BMs will be reviewed by their designated CBM. The following documentation is required to be submitted to the designated PBM or CBM for review on the same day the trade is placed:

• Completed Investia NCAF;

• Order Instruction Form and/or fund company application(s);

• Cheques, if applicable;

• POA document, if applicable;

• Complementary Form to the New Account Application, Corporate Resolution, Certificate of incorporation, if applicable.

• Supporting documents (i.e. additional notes regarding client trades); and

• Completed Leverage Account Review Form (if applicable).



Both the Representative and the PBM or CBM should ensure that client information has been recorded properly in Univeris and that all initial trades are suitable given the client’s stated KYC information. For any instance of incomplete or unsuitable information, the PBM, CBM and/or Head Office Compliance staff will issue an inquiry which must be addressed in a timely manner. Failing to do so may result in a reversed trade and all associated costs will be borne by the Representative. The Representative must keep a copy of each client’s KYC document, together with supporting documentation. The original KYC document must be stored at the branch or sub-branch office. A signed copy of the completed, signed NCAF and all subsequent KYC Update Forms must be provided to the client. For Representatives who have transferred from another dealer, a NCAF must be filed with Investia before any transactions are processed. New Representatives have ninety (90) days from the date they joined Investia to submit NCAF/KYC information for their existing client accounts, but in any event, prior to any trading. If the Representative fails to complete and/or submit the necessary documentation in full, Investia will suspend trading in the account. NOTE: The client must have a valid Canadian social insurance number (“SIN”), a valid Canadian government issued photo identification and Canadian bank account prior to opening an account at Investia.

B) Statement of Disclosure Under the Securities Act and MFDA Rules, Representatives are required to disclose a number of important issues to clients pertaining to their mutual fund sales activities. It is important that the Representative thoroughly reviews and explains all sections of Investia’s Statement of Disclosure (“SOD”) to all clients to ensure they have a thorough understanding of these issues. NOTE: The SOD must be provided to all new clients. The SOD contains, among other things, information concerning the following:

• Who is Investia? It is required by securities laws to disclose to clients any relevant relationships and connections with our related entities. Therefore, Investia’s association with Industrial Alliance as the owner of Investia.

• Disclosure of Related Registrants (Affiliates): The client must be informed of the role and relationships between Industrial Alliance and Investia and all other related entities.

• Products and Services Offered by Investia: Investia is a mutual fund dealer and an exempt market dealer.

• Nature of the Advisory Relationship: The role of the Representative has been explained.

• Intermediary Accounts: Investia is an introducing dealer and the relationship with carrying dealers has been explained.

• Referral Arrangements: To ensure that clients receive a disclosure statement with respect to other accounts.

• Outside Activity Disclosure: As registrants of Investia, all Representatives must disclose the type of products they are licensed to sell through Investia. In addition, clients must be aware that non-securities related business conducted by the Representative is not in their capacity as an agent of Investia.

• Foreign Account Tax Compliance Act (“FATCA”): Information regarding FATCA legislation to target tax non-compliance by United States taxpayers with foreign (i.e. non-US) accounts.

• Common Reporting Standard (“CRS”): Information regarding Common Reporting Standard requirements to target instances of tax invasion by foreign taxpayers.

• Suitability Review of Trades: Information concerning Investia’s requirement to ensure that each recommendation to purchase a mutual fund or other approved investment products made by its Representatives to clients is suitable.



• Mutual Fund Fee Information: Information regarding front-end fees, DSC fees, trailer or service fees, trustee fees, Group RSPs, systematic withdrawal plans, right of rescission and withdrawal, and LAFs.

• Mutual Funds are not Guaranteed: Mutual funds are not guaranteed and are subject to daily fluctuations in market value.

• Mutual Fund Classification: Information regarding the ranking system of the Canadian Investment Funds Standards Committee (“CIFSC”).

• Benchmarking: Benchmarks show the performance over time of a select group of securities.

• Risk of Borrowing to Invest: Disclosure of risks and factors that must be considered before borrowing to invest.

• Procedures Regarding Handling of Cash, Cheques and Failed Statement: It is required by securities laws to have procedures regarding the handling of cash, cheques and failed settlement.

• Content and Frequency of Reporting: Investia will issue a quarterly statement to all clients. Additionally, a monthly statement will be sent to those clients who have trading activity in exempt market products.

• Privacy and Confidentiality: It is the responsibility of Investia and the Representative to maintain client privacy and confidentiality.

• Commercial Email Consent: Information regarding Canada’s Anti-Spam Legislation (“CASL”) requiring consent to send electronic messages that could be considered as promotional or commercial.

• Email Delivery of Documents: This satisfies the notice, evidence and access components of email delivery.

• Complaint Handling Procedures: Investia has procedures in place to handle any written or verbal complaints received from clients in a fair and prompt manner.

• Client Complaint Information Form: This is a required disclosure for all provinces, except Quebec. In addition to the information found within the SOD, it is important to disclose the following information to all clients:

• Trade Name: Information regarding the Representative’s registered trade name;

• Outside Activities: Information regarding all approved OAs of the Representative;

• Not Guaranteed: Reiterates that mutual funds are not guaranteed and are subject to daily fluctuations in the market place;

• Information about You: To reinforce to clients their responsibility to ensure that the funds selected are suitable for their specific asset allocations, their financial position, the level of risk they are willing to assume, and their responsibility to ensure that they provide the Representative with accurate and complete details of their financial situation as well as changes to their financial situation.

C) Transferred-In Accounts The transfer of a client’s account(s) to a Investia Representative requires written authorization from the client agreeing to the transfer. The Representative is required to obtain updated Investia documents for clients transferring in assets. A new Investia NCAF must be completed for every client of a Representative who is transferring an account from another dealer or a KYC Update Form for an internal client transfer to another Representative at Investia. Subsequently, the Representative must perform a suitability review, including a review of any strategies, prior to any transaction taking place. The review must be performed within 90 days of the transfer and prior to any transaction taking place. After 90 days, the accounts will be placed under trade watch.

D) Electronic Delivery of Documents There are four basic components to the electronic delivery of documents:

• The recipient (the client) should receive notice that the document has been, or will be sent electronically or otherwise electronically made available;

• The client has easy access to the documents;



• The deliverer (Dealer or Representative) has evidence that the document has been delivered or otherwise made available to the client; and

• The document that is received by the client is not different from the document delivered or made available by the Dealer or Representatives.

The client may agree to the electronic delivery by signing the Consent to Electronic Delivery of Documents or NCAF. A copy of the form should be provided to the client and a copy should be maintained in the client file. IMPORTANT NOTE: If the document is sent by email or any other electronic means, secure safeguards must be put in place, such as an encrypted communication channel. Investia’s Client Portal (Wealthview for former FundEX Representatives) is a secure channel. A password protection in a non-secure channel (e.g. email) is not sufficient.

III. KYC Update At a minimum, Representatives must complete a new KYC Update Form and obtain a client signature (wet signature or electronic signature) once every three years even if there has been no change to the KYC information on file. If a client has an outdated KYC (3 years and more), no trade will be processed until such time that an updated KYC Update Form has been received and Univeris updated accordingly. NOTE: For the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (“PCMLTFA”) and associated regulations, clients who are deemed to be Politically Exposed Foreign Persons (“PEFP”) are subject to enhanced review procedures, including more frequent ongoing monitoring of client account activities. Note that other clients who are considered at risk for money laundering will also be subject to such requirements. As such, if a client is identified as a PEFP, or at risk of money laundering, Investia will require that a KYC update be performed at least once every 2 years in order to ensure more efficient and thorough monitoring of accounts in

accordance with PCMLTFA requirements.

A) Updating KYC Whenever a Representative becomes aware of material information or change, the client’s KYC must be updated using the current Investia KYC Update Form. For all material changes. The Representative must document the reason for the change in the “Representative Notes” on the KYC Update Form. Material changes may include, but are not limited to:

• Name

• Civic Address

• Mailing Address

• Marital status

• Employment/Occupation

• Number of Dependants

• POA

• Income

• Net worth

• Risk profile

• Asset allocation

• Investment knowledge

• Time horizon

NOTE: Representatives must enter all updated KYC information on Univeris and maintain copies of all KYC Update Forms in the client file. Each individual change made to the KYC Update Form must be initialled by the client. An outdated or incomplete KYC Update Form cannot be relied upon to evidence the client’s intentions and/or support the actions of a Representative. Entity Accounts (Corporation, Formal Trust or Other) In compliance with the requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act requirements, you are required to ensure, upon each KYC update, that the information included in the



Complementary Form - Corporation, Formal Trust and Other Entities is up-to-date and that the documentation confirming the establishment and existence of the entity is sent to the imaging system. Once these verifications have been completed, you must answer the applicable question included in the “Representative Disclosures” section of the KYC Update Form. Note that if you answer “Yes” to this question, you will not be required to update the Complementary Form since you will have met your anti-money laundering and terrorist financing obligations. Client Name Change For all client name changes (i.e. legal name change, marriage, divorce/separation) client authorization is required. In order to initiate a client name change a Non-Financial Instructions Form must be obtained and signed with both the client’s old signature and the client’s new signature in the ‘Name Change’ section. Alternatively, a client name change may be effected by way of a KYC Update Form or letter of direction (‘LOD”), provided that it is clearly noted that a name change has occurred and that all requisite signatures have been obtained. In addition, the client must provide supporting documentation to evidence the name change (i.e. Driver’s licence with new name, Change of Name Certificate, Marriage Certificate and/or Certificate of Divorce). If client-authorized documentation is not received within 20 business days of the change, the name will be reverted to the previous name on file until such time the client authorizes the change. NOTE: Pursuant to a client name change, an existing LAF on file will cease to be in effect. A new LAF must be completed with new client name and signature. Change of Address Address change requests must be made in writing and signed (via wet signature or electronic signature) by the client, according to MFDA Policy #2. Signature via the Client Portal (Wealthview for former FundEX Representatives) is accepted. If client-authorized documentation (i.e. NCAF/KYC Update Form, Non-Financial Instruction Form, Letter of Direction is not received within 20 business days of the change, the address will be reverted to the previous valid address on file until such time as the client provides the required documentation and authorizes the change. NOTE: For Quebec Resident Clients Only, an email from the client is permissible to update the client address on Univeris provided certain conditions are met. The representative must validate the address change with the client by phone using the phone number on file and document the client’s confirmation in Univeris under the “Communications/Notes” section of Univeris while ensuring to include the date, time, and phone number used to reach the client. The client must confirm some security questions prior to the Representative discussing anything related to the client’s account.

B) Plan Specific KYC Each trade must be consistent with the asset allocation(s), risk profile and time horizon stated on the KYC form for each client plan (i.e. OPEN, RRSP, Spousal RRSP, RRIF, RESP, etc.). Although the client’s core KYC information will be identical for each plan (i.e. age, knowledge, income, net worth) the client’s intended use, asset allocation(s), risk profile and time horizon could be quite different from plan to plan. In the event that a client has multiple plans with different suitability profiles, please ensure that each plan type has its own risk profile on the NCAF/KYC form. If the client demonstrates that they have a different asset allocation(s), risk profile and time horizon for different plans, separate KYC plan information must be competed for each applicable plan. NOTE: At a minimum, a separate KYC profile must be created per Univeris Client ID. When establishing a new plan for an existing client where the KYC information and intended use is the same for all plans, all applicable existing plan types, as well as the new plan type, must be identified on the new KYC Update Form and on Univeris if the same KYC is being used for multiple plans.



C) KYC Information on Univeris Transactions cannot be placed for new or existing clients without current and complete KYC information on file. Therefore, complete KYC information must be entered into Univeris, which must match the updated KYC Update Form on file. The Representative must ensure that they enter the date the client signed the NCAF/KYC form in the “Compliant Update Date” field whenever updating the KYC information on Univeris. If a client has incomplete or outdated KYC information, a trade cannot be processed until such time that an updated KYC Update Form has been received and Univeris updated accordingly.

D) Dealer Statement Negative Option MFDA Rule 2.2.4 requires that Investia must at least annually, in writing, request each client to notify Investia if there has been any material change in the information previously provided to Investia or if their circumstances have materially changed. Investia includes a section in the dealer statement, which discloses the KYC information on file and requests an update within 90 calendar days of the release of the statement. If no response is received, Investia and the Representative will assume the information on file remains current. If the Representative receives no updates to the KYC information from their client, they can assume that the information on file remains correct. However, the Representative can only rely on the negative option provided by the dealer statement for three years following the date of the last signed KYC Update Form on file. If the Representative receives a change to the KYC information from the client, they must complete a new KYC Update Form with the client and update the KYC information on Univeris. NOTE: The “Compliance Update Date” field on Univeris must reflect the date of the last signed KYC Update Form on file.

IV. Investia Prescribed Forms Only Investia prescribed or approved forms may be used when processing mutual fund business. Representatives may not modify Investia standard forms in any way. All non-standard forms must be approved by compliance prior to their use. The use of non-approved Investia forms is prohibited.

A) Paperwork Submission The use of the imaging system allows Investia to maintain adequate books and records of the required client documentation. Head Office Compliance staff use the imaging system to gain efficient access to client documentation in order to perform mandatory suitability reviews. The Fax Agreement is part of the Dealer/Representative Agreement which must be signed by all Representatives. All documentation must be either faxed to the Fax Server, Nominee Fax line or securely uploaded through the Advisor Centre via the Secure File Upload Tool. Since electronic messages may be intercepted by unauthorized parties, the use of email for processing purposes is not authorized by Investia.

NOMINEE FAX LINE (Processing) FAX SERVER (Imaging) Secure File Upload Tool – Select “Processing” or

Fax: 1-877-684-5549

Secure File Upload Tool – Select “Imaging” or Fax: 1-866-892-7333

When uploading a document through the Secure File Upload Tool on the Advisor Centre, two options are available - Processing and Imaging. Processing - For documents requiring head office processing: To send documents to Head Office for processing purposes, please select “Processing (Actionable documents for head office)”. Below are a few examples of documents which may be sent to Head Office for processing:



• Order Instruction Forms;

• Systematic Instruction Forms;

• Cheques;

• Any other document which includes client instructions and requires Head Office processing. The Imaging System – For archiving purposes: To send documents to the imaging system for archiving purposes only, simply select “Imaging (Archive of documents”). Below are a few examples of documents which may be sent to Head Office for archiving:

• Annual Conversion of Free/Matured Units;

• Client Contact Record Form

• KYC Update Form

• New Client Application Form

For the sake of timely review and approval by supervisory staff, it is imperative that all documentation be sent to your PBM and/or the imaging system on the same day that they were authorized by the client.

B) Electronic Signature Investia’s E-Signature tool is entirely managed and controlled by Investia which ensures compliance with all Fundserv standards. The E-Signature tool is only available for Investia Representatives and must solely be used for Investia-related mutual fund business and cannot be used for any of the Representatives’ outside business activities (e.g. financial planning, insurance) and/or other lines of business. For these activities, a different solution must be used, keeping in mind that it should respect the applicable integrity and security requirements. Before a new client can electronically sign a document, he or she must be identified in person or via remote account opening by means of a valid identification document. It is recommended that clients register for the Client Portal (Wealthview for former FundEX Representatives), however, Representatives can accept electronic signatures without client registration provided the Investia E-Signature tool is used to electronically sign documents. By registering to the Client Portal, the client can easily view any archived documents that they have signed. The electronic signature must be displayed at the same place on the document as a handwritten signature would have appeared. To be eligible to sign documents electronically, clients must meet the following two criteria:

1. They must be a Investia client; 2. They must have at least one email address programmed into Univeris. Only email addresses that have

been programmed into Univeris will be authorized in this process, in other words, email addresses that have been validated on a NCAF/KYC Update Form or that have been changed in accordance with Administrative Procedure #24A – Change or Addition of Email Address.

The term “signing ceremony” is used to refer to the entire process of providing electronic consent. NOTE: Investia does not permit the use of other Electronic Signature Tools such as but not limited to DocuSign and OneSpan.

C) Limited Authorization Form (“LAF”) The Limited Authorization Form (“LAF”) is a tool used by many Representatives to carry out client instructions for mutual fund trading when obtaining the client’s signature presents significant challenges. The LAF is an industry authorized form that aims to allow flexibility and efficiency in processing orders without a client’s signature. The LAF prescribes the manner in which a client may give specific instructions to the Representative for accounts in client-name accounts only, including joint accounts, and may not be used for intermediary, nominee, corporate and in trust for accounts or for out of country clients. All trading for such clients or accounts requires a client signature.



The LAF (Version IFIC/LA-I&J-February 2019) allows for the set-up of systematic instructions and changes Pre-

Authorized Contributions (“PAC”) plans, Systematic Withdrawal Plans (“SWP”), Automatic Withdrawal (“AWD”) plans, Systematic Switching Plans (SSPs”) and in-cash transfers. NOTE: Please be advised that when using the LAF to set up systematic instructions, the Canadian Payments Association (CPA) Rule H1 form, now embedded into the LAF, must also be completed and signed by the client. Any LAFs submitted to HO for approval without the H1 form will be rejected and sent back for completion. The use of a LAF does not eliminate the need to receive specific client authorization – it merely removes the need to obtain the client’s signature. A Representative relying on the LAF must take specific, complete and accurate instructions from the client for the types of transactions indicated in the form (i.e. purchases, switches, and redemptions). NOTE: Redemptions and subsequent repurchases that result in a change of ownership may not be processed using the LAF – client signatures must be obtained (i.e. a redemption from one spouse’s individual account and a subsequent repurchase with the proceeds into the other spouse’s individual account, OR a redemption from a joint account and a subsequent repurchase into one of the joint account holder’s individual accounts). No discretion in client authorization of the details of the trade, including the investment(s) nature, amount, or timing is permissible. Failure to obtain and record client instructions for the transaction(s) is a violation of Investia’s policies and procedures and may result in the initiation of internal disciplinary action. Representatives may be required to provide evidence of the instructions (i.e. to the fund company) on which they relied when acting pursuant to a LAF. As such, Representatives should be in the practice of recording and retaining good quality notes, in written or electronic format, of their conversations with clients. Records of client trade instructions should include, at a minimum:

• Date and time of the discussion;

• Particulars of the securities to be purchased, redeemed, or switched;

• Confirmation as to the discussion of any fees, or charges including commissions and trailers to be paid on the transaction; and

• In the case of redemptions, instructions as to where the proceeds of the redemption are to be sent, or whether they are to be reinvested, and how they are to be reinvested..

NOTE: Whenever relying on an email communication to evidence client notes in support of trades, the Representative may copy the relevant email string directly into Univeris under the “Notes” section of the applicable plan, provided the details of the transaction are in great detail. For redemptions, where client instructions are received via email, a follow-up phone call or scheduled client meeting must be conducted to verify the identity of the client and client request.

To assist Representatives in maintaining sufficient evidence of client authorization the Client Contact Record Form (“CCRF”) was created and is available on Univeris. The Order Instruction Form, along with the CCRF or any other documentation to support the client’s instructions, must be sent to the imaging system when using the LAF option. Prior to processing a transaction pursuant to the LAF, the original LAF must be submitted to Head Office Compliance for processing via the Secure File Upload Tool on the Advisor Centre and approved by Head Office Compliance or authorized Producing Branch Manager. Representatives must take care to ensure all signatures on the LAF are original. Photocopies or facsimiles of signatures will not be accepted. NOTE: For the purpose of providing trading instructions, a separate LAF is required for individual and joint accounts. A joint LAF may only be used for client held joint accounts, while an individual LAF is only permitted for client held individual accounts.



Head Office Compliance and/or Producing Branch Manager will send an approved copy of the LAF to Imaging. Representatives may obtain a copy of the approved LAF under the Documents section of Univeris. The Representative, in turn, should forward a copy to the client and maintain the approved LAF in the branch LAF folder. Compliance will also flag in Univeris the client’s accounts as relevant to the LAF, and the Representative is required to check off the corresponding LAF box on the OIF. It is necessary for the Representative to ensure that the client has been set up in Univeris prior to submitting the LAF, failure of which will result in the return of an unprocessed LAF to the Representative. When processing a trade via a LAF, please ensure the box “Client Signature Received” remains unchecked in the “Details” section of the order entry screen in Univeris. Where trade instructions are received at a meeting for which the client is present, it is Investia’s expectation that a client signature on the OIF be obtained and the LAF not relied on. For the LAF to be effective, the Representative code indicated on the trade request must be the same as the Representative code of the account. For example, when the Representative is on vacation and the Delegate Representative is dealing with the client on their behalf, or if a junior Representative employed by the branch or sub-branch is servicing the client(s), the Representative of Record is required to follow up/sign off on any trading conducted during their absence by the delegated Representative. Expiry of the Authorization The LAF will expire immediately upon the occurrence of one of the following:

• Written notice of revocation by the client;

• Death of the client;

• Written notice to or receipt of evidence by Investia of the client’s mental incapacity or bankruptcy;

• Change in the Dealer of record (i.e. transfer of the client to another Dealer);

• Transfer of the client’s Representative to another Dealer;

• Bankruptcy of Investia; or

• Execution of a new LAF by the client.

D) Power of Attorney (“POA”), Trustee, Executor of Estate Accounts with a named Power of Attorney, Executor, or Trustee Where the Representative receives instructions from a person appointed as an attorney (the “Attorney” or collectively the “Attorney(s)”) under a Power of Attorney for Property (“POA”), an original, original notarized copy, or certified true copy of the POA document(s) must be provided to and reviewed by the Representative prior to accepting any trade instructions from the Attorney(s).3 Representatives must be aware of the extent of authority conferred on the attorney(s) and the circumstances surrounding such power or authority:

• Is the power of a continuing or non-continuing variety?

• Is the appointment limited to specific transactions and/or a particular period of incapacity?

• Is the power to come into effect on a specified date, or event, and correspondingly is such a date or event to be determined in accordance with the POA document(s) or other requirements pursuant to the Substitute Decisions Act, 1992?

• Is the power to be exercised solely, jointly, or jointly and severally with another?

• Are there alternate attorney(s) of whom to be mindful? The Representative must also be aware that a POA appointment expires on the death of the person who granted the authority (the “grantor”). The Representative must scan and fax a notarized copy of the POA document(s) to the imaging system and notify their PBM/CBM in writing as to the existence of the POA prior to accepting and

3 A notary may not notarize a document if he or she has any financial or beneficial interest in the transaction(s) that the document is codifying. As such, Representatives are prohibited from notarizing or certifying as true any power of attorney or other legal document in support of their clients.



effecting any trade instructions from the attorney(s). To properly identify all parties to the POA, the Representative must require (the “grantor”) and attorney(s) to complete the Confirmation of Identity – Related Parties form. Granting a POA over an existing account is a material change. Accordingly, a KYC Update Form must be completed on all affected accounts to indicate the existence of the POA. For all POA accounts, the attorney’s information must be recorded in the “Related Parties” section of Univeris and Confirmation of Identity – Related Parties form. Circumstances under which Investia may not accept the POA and/or the Attorney(s)'s Instructions In some circumstances, Investia may not be able to accept the POA or allow the attorney(s) to complete the transaction requested. Such circumstances may include situations where:

• Investia cannot verify the identity of the Grantor and/or the Attorney(s);

• The POA provided does not meet applicable jurisdictional and/or formal requirements (i.e. improper or missing witness signature);

• The Attorney(s)’s instructions fall outside the terms of the POA;

• The Attorney(s)’s instructions do not appear, in Investia’s judgment, to be in the best interest of the Grantor or Investia have concerns about potential financial abuse;

• The Attorney(s)’s instructions are in conflict with one or more of Investia’s policies or procedures;

• Investia will not accept the Attorney(s)’s instruction to appoint or change a beneficiary; and/or

• Investia will not accept the attorney(s)’s instruction to turn an individual account into a joint account.

Representative Appointment as Attorney Representatives are prohibited from having full or partial control or authority over the financial affairs of a client, including:

• Accepting or acting upon a power of attorney (“POA”) from a client;

• Accepting an appointment to act as a trustee or executor of a client; or

• Acting as a trustee or executor in respect of the estate of a client. The above prohibitions also include Representatives from accepting appointments as conditional POAs, Alternate Attorneys and other conditional appointments. NOTE: It is not sufficient to have clients sign an acknowledgement of potential conflict of interest for any of the above appointments. As a reminder, discretionary trading is strictly prohibited by Representatives. Exception Despite the above prohibitions, a Representative may accept full or partial control or authority over the financial affairs of a client provided that:

• The client is a Related Person of the Representative, as defined by the Income Tax Act (Canada)*;

• The Representative notifies Investia of their appointment and must send a copy of the POA documents to the imaging system;

• The Representative obtains written approval from Investia prior to accepting or acting upon the control or authority; and

• Any such other conditions that may be prescribed by the MFDA. * The most common examples are: Blood Relationship – parent and a child (or other descendants, i.e. grandchild or great-grandchild), brother/sister, Marriage Relationship - immediate spouse, plus the spouse’s parents and siblings, common-law partnership – conjugal relationship, brother’s spouse, sister’s spouse (excludes the spouse’s siblings’ spouse/common-law partner).

http://www.td.com/to-our-customers/power-of-attorney.jsp



Under the Income Tax Act, all of the following clients are considered being a related person:

The term partner includes a person connected by marriage or common-law partnership. Conditional Powers of Attorney, Alternate Attorneys and Other Conditional Appointments In the event that the power of attorney is of a conditional variety (“conditional POA”), such that it may only be acted on subsequent to the mental incapacity of the client, or if the Representative is named as an alternate (or substitute) attorney (“Alternate”) whereby the Representative would only act if the primary attorney is unable or unwilling to continue acting in this capacity, the Representative may remain the Representative of record until such time that their appointment takes effect. The same exception may apply to appointments of trustee (co-trustee or alternate trustee), conditional upon a specified event, or of executor of the client's estate. In the event that a Representative is appointed as POA/Trustee/Executor for a client where no related relationship as defined by the Income Tax Act (Canada), the Representative must acknowledge appointment via writing to their PBM/CBM and the client must be transferred out to another financial institution/dealer prior to accepting the appointment. The Representative may not transfer the client to another Representative within the same dealer in order to accept the appointment. Trade Review Due to the extent of authority that can be exercised under a POA or similar authority, Investia has implemented more stringent measures than those required for trades placed pursuant to a LAF. In particular, the PBM/CBM must review each trade executed by authority of a POA or similar authorization. Investia does not permit trades under a POA that will result in a transfer of assets to the person exercising the authority, even when the impacted accounts are held jointly with the grantor.

E) Trading Authorization If a client does not have a power of attorney (“POA”) in place but would still like to appoint someone to operate one or more Investia accounts on his/her behalf, he or she may do so by completing the Trading Authorization Form. The Trading Authority (“TA”), is a limited power of attorney and indemnity authorization a client (“Grantor”) may complete to authorize an individual (“Attorney”) to act as the grantor’s agent, and has full power and authority to act in the same capacity as the grantor, to buy, sell and trade in financial products (including, without limitation, mutual fund units, guaranteed investment certificates and other financial products distributed by

Brothers/ Sisters Partners Representative

Partners Parents

Grandparents

Partners Children

Partner

Parents

Children

Brothers/ Sisters

Grandchildren



Investia Financial Services Inc. and Fund Companies (hereinafter the “Companies”) all in accordance with the general terms and conditions of the Companies and with the usual practice of Companies, subject to all laws, regulations and orders of any governmental authority that may be applicable. The Representative must obtain and complete the following:

• As the Trading Authority is specific to the Client ID and not to the individual, if a client has an individual

account under one Client ID and a joint account under another, a second TA form with all account holder signatures must be completed for the joint account.

• It is a best business practice for the Representative to document the intent for why the TA is being appointed or required to act on behalf of the client(s).

• The investment decisions should be based on the client(s)’s goals and objectives.

• Investia does not permit the Trading Authority to: o Open a new account o Update a KYC or Non-Financial change form o Transfer assets to him or herself, or to another party, including joint accounts held with the

client/Grantor. (I.e.: All transactions must result in the Grantor being the beneficial owner of the proceeds.)

o Appoint or change beneficiaries; o Transfer of an individual account into a joint account.

• If a Trading Authorization is set up on an account for a client who has an enacted POA, the Representative must obtain a signed LOD from the client, validating which of them will have authority over the account. If both the POA and Trading Authority are given authority to trade on the account, the LOD must specify this along with if one or both signatures are required to trade.

• If a client becomes legally incapacitated while a trading authority is established on his or her account, the trading authority may continue to trade on the account up until the point the current KYC expires or the KYC is updated by an enduring POA.

• The trading authorization appointment expires on the death of the client/Grantor who granted the authority or upon his or her written request to cease the trading authorization.

F) Trusted Contact A Trusted Contact disclosure is incorporated into the Investia NCAF/KYC Update Form, which allows the client to identify the name and contact information of another person in the event a situation of vulnerability is identified or a doubt arises concerning the client’s ability to understand recommendations given by his/her Representative.

NCAF or KYC Update form completed and signed by the client (owner of the account);

Trading Authorization form completed and signed by the client with

Confirmation of ID of Trading Authority ("TA") done in person.



Chapter 5 – Trading

I. Investia Product Shelf

A) Authorized Products As per MFDA Rules and guidelines, all securities-related business must be placed through Investia. Additionally, only securities listed on Investia’s Approved Product List are to be sold by its Representatives. Specific reference to these dealer requirements appears below. MFDA Rule 1.1.1 states, in part, that: “No Member or Representative in respect of a Member shall, directly or indirectly, engage in any securities-related business except in accordance with the following:

• All such securities-related business is carried on for the account of the Member, through the facilities of the Member and in accordance with the By-laws and Rules;

• All revenues, fees or consideration in any form relating to any business engaged in by the Member is paid or credited directly to the Member and is recorded on the books of the Member”.

MFDA MSN-0048 provides details of the expectation on all Member firms to perform a reasonable level of due diligence on each and every product on the Investia product shelf. This means that a review must be undertaken of each product and evidence of that review must be maintained in the books and records of Investia. To ascertain which particular funds are available for sale by an approved supplier, please refer to the product catalogue in Univeris. A List of Referral Arrangements may be found on the Advisor Centre, which also lists all available referral arrangements.

B) Product Approval Request A Representative who wishes to offer a product for sale offered by a supplier which is not currently on Investia’s Approved Product List must submit the following to the Product Review Committee “PRC” by fax to 1-877-684-5549 or by email to [email protected].

• A completed Product Approval Request Form (F84-372A): If requesting a new product1/fund company. This form is available on the Advisor Centre;

• A completed iA Wealth – Product Review Request Form (F51-374A): If requesting a new exempt market

product2. This form is available on the Advisor Centre;

• Supporting documentation: Prospectus, Fund Facts sheets, information statements, agreements, etc. For each product request, Investia will perform a reasonable due diligence review before submitting the product approval request to the PRC. The PRC will review the due diligence report and all applicable documentation in order to make a decision to approve or decline the product. Upon approval, the product will be added to the Investia product shelf. The PRC must also review and approve all securities-related referral arrangements (i.e. Portfolio Managers or Investment Fund Managers) before any client referral can take place. Investia may refuse to approve any new products or referral arrangements, including any mutual funds, notes or any alternative investment products. Investia does not authorize the sale of or referral to any Charitable Donation Programs (i.e. Art Donation Programs) or Syndicated Mortgage Investments (“SMI”) by its Representatives. The Representative is prohibited from offering products to clients without receiving prior formal approval from Investia. Furthermore, Investia Representatives are not allowed to refer, solicit or recommend syndicated mortgage investments to Investia clients using their mortgage agent/broker licence and additionally are not allowed to enter into a referral arrangement with a mortgage agent/broker to facilitate SMI transactions. 1Mutual fund offered by prospectus, segregated fund, labour-sponsored fund, or principal-protected note 2 Exempt market product, hedge fund, limited partnership or pooled fund.




C) Non-Approved Products

Investia does not automatically review new product offerings as they are released. Investia will only consider, review and approve new products if requested by a Representative. Irrespective of whether compensation is received for a sale or referral of a non-approved product, under no circumstances is a Representative permitted to sell or refer clients to a securities product that does not specifically appear on Investia’s Approved Product List.

NOTE: Transacting business in any product that is not expressly authorized by Investia shall be grounds for disciplinary action, including termination, and may affect the Representative’s ongoing and future registration.

D) Point-of-Sale Documents Delivery of the simplified prospectus to investors is no longer required, as NI 81-101 mandates the delivery of the Fund Facts document in place of the simplified prospectus. No changes to the actual delivery requirements have been made at this stage, nor have the withdrawal and rescission rights been amended. Representatives are required to deliver to the client prior the trade the most recently filed Fund Facts document for each class or series of a mutual fund in all instances where delivery of the simplified prospectus would have been required. Delivery of the Fund Facts sheet applies to any new fund that the client has not held previously as a result of a purchase, switch or transfer. When the client makes a subsequent purchase in the same fund and the Fund Facts sheet has not been updated since the date of the last transaction in the fund, you are not required to provide the client another copy of the sheet. If, however, the Fund Facts sheet has changed since the last transaction in the fund, the updated Fund Facts sheet must be provided to the client. For systematic purchase transactions (i.e. PACs), delivery of the Fund Facts sheet is required on the initial trade only. Acceptable forms of delivery include manual/hand delivery, delivery by mail or courier, and electronic delivery, subject to client authorization via the Consent to Electronic Delivery of Documents form. Should you elect to transmit the Fund Facts document via email, please be reminded that the full document must be attached to the message; simply embedding a link to the Fund Facts sheet in the body of the email will not suffice. NOTE: The obligation to provide the client with a Fund Facts sheet rests entirely with the Representative. Representatives must maintain evidence of Fund Facts sheet delivery, in particular, the time of review and delivery. A review of the Representative’s procedures to provide the Fund Facts sheet is included in Investia’s BRP. Timeliness of trade processing must continue to be satisfied while meeting pre-delivery obligations.

E) Guaranteed Investment Certificates (“GIC”) MFDA Rule 5.3 requires that the market value of GICs sold through a Member Firm, such as Investia be reported on the firm’s official portfolio statement. The requirement to report GICs is applicable in those situations where the Representative has placed business through Investia’s agent code and is relevant to all client-name term deposits for which Investia has an active agreement in place. This requirement does not apply to business where the Representative is dealing by means of a direct relationship with the supplier. These GIC assets will be included as part of the official assets showing for each of the Representative’s clients in Univeris. Any assets that appear under the non-managed assets section of Univeris, which were not sold using Investia’s agent code, are maintained accordingly and are the responsibility of the Representative.

II. Exempt Market Products Exempt market products have become more popular with clients looking at alternative ways to attain diversification in their portfolios. Since these products are exempt from filing a prospectus with the respective provincial securities commissions, there are certain guidelines put in place by the respective provincial securities



commissions to ensure a potential client has both the knowledge and the means to take on an investment with the added risk associated with Exempt Market Products. Under NI 31-103, the Exempt Market Dealer (“EMD”) category of registration has been introduced in all provinces and territories across Canada. The EMD registration category replaces the former Limited Market Dealer (“LMD”) registration category in Ontario (ON) and Newfoundland and Labrador (NF). Investia is registered as an Exempt Market Dealer in all provinces and jurisdictions across Canada. All Representatives who wish to trade in products offered under prospectus exemptions are required to be registered in the EMD category before trading in these products unless the product qualifies as a mutual fund, even if offered under the prospectus exemption. The EMD registration category now has proficiency, experience, capital and insurance requirements, which the previous LMD registration did not have. Trades will not be processed if the Representative does not have the required proficiency and registration requirements. Representatives who wish to apply for EMD registration are required to have passed either of the following exams within 36 months of their application:


• Exempt Market Products Exam (CSI or IFSE Institute). If the Representative completed the CSI more than thirty-six (36) months prior to applying for EMD registration, the proficiency requirements must be met by either passing one of the courses identified above or satisfying one of the following criteria for a 12-month period in the 36-month period prior to their EMD application:

• Relevant securities experience; or

• Registration in the same category of registration in another province or territory. NOTE: There will be an annual fee per province to be registered under the EMD category. Exempt market products sold under the EMD registration include:

• Flow-through limited partnerships (“FTLP”);

• Real estate investment trusts (“REIT”);

• Pooled Funds;

• Hedge Funds; or

• Any other products that do not qualify as a mutual fund and are offered under a prospectus exemption.

Certain conditions may apply for certain products. NOTE: Principal-Protected Notes (“PPN”) are exempt from EMD registration requirement. Clients must be provided with appropriate documentation in relation to the products the Representative is offering. It is the Representative’s responsibility to ensure that the clients receive offering memoranda, Information Statements, Fund Facts sheets, Accredited Investor Information and any other information that may apply, including applicable Investia prescribed disclosures where applicable. Investia Representatives are prohibited from selling any unapproved product. The following are examples of exempt securities of non-arm's length issuers that are prohibited through direct sale or referral arrangements by all Representatives:

• Shares or debentures in corporations owned by Representatives;

• Promissory notes issued by entities related or connected to Representatives;

• Securities guaranteed directly by Representatives;

• Investments in limited partnerships where Representatives act as General Partner or Manager;

• Other ventures such as investments in land developments, factoring corporations and mortgage investments, and



• Syndicated mortgages*.

NOTE: *Holding a mortgage agent/broker licence does not exempt an Investia Representative from this prohibition. The MFDA is of the opinion that the practice of selling exempt securities of issuers in these and similar situations cannot generally be done in accordance with the requirements of Rule 2.1.4. Exceptions to this general rule may apply to:

• Exempt securities that are issued or guaranteed by an appropriately regulated financial institution such as a Schedule I or II chartered bank, credit union or trust company; and

• Securities managed by related portfolio managers or investment fund managers. NOTE: All securities-related business, including exempt securities, must be processed through the books and records of Investia. Prospectus and Registration Exemptions MFDA MSN-0048 provides guidelines for Investia when performing due diligence with respect to new products. The MSN-0048 also reminds Investia and its Representatives of their responsibility to perform suitability reviews in relation to exempt market products. Specifically, the classification of a client as “accredited” does not negate the obligations to perform suitability reviews from a dealer and a Representative perspective. The Accredited Investor Check List or similar disclosure provided by the EMD product’s issuer must be completed at the point of sale both for the Representative’s records and the records of Investia. The expectation of the regulators and Investia is to provide clear disclosure to ensure that clients fully understand the products being offered before entering into any transactions. The following pieces of information are important and must be disclosed to the client at the time of the sale:

• The security is being sold under an exemption;

• The implications of any restrictions that may apply with respect to time horizon and the potential absence of a secondary market; and

• The exempt product is offered under an offering memorandum that may be provided prior to the sale of some exempt securities is not a prospectus, and that certain protections, rights and remedies that may exist under securities legislation in relation to prospectus offerings, including statutory rights of rescission and damages, may not be available to the client.

It is the Representative’s responsibility to be familiar with the EMD products that they recommend to clients, and, if the product is sold under a prospectus or registration exemption, to demonstrate at the point of sale that the client satisfied this exemption, and how they satisfied the exemption. All documentation required by the EMD product issuer must be completed and maintained in the client file, and the exemption relied upon must also be specified on the applicable fund company subscription agreement. It is strongly recommended that the Representative’s Checklist - Exempt Market Products be completed to ensure that all required documentation is on file. This checklist is located on the Advisor Centre. NOTE: The Representative must also be aware of Investia’s Concentration Policy thresholds to ensure recommendations meet the required limits. Refer to Chapter 4 Section 1. J). The most commonly relied upon prospectus and registration exemptions are the Accredited Investor exemption and the Offering Memorandum exemption, which are described in detail below.



A) Accredited Investor NI 45-106 provides a list of variables that determine whether an individual is considered an accredited investor. It is not enough for the client to simply select a box in a subscription agreement that says they are an accredited investor. It is the Representative’s duty to:

• Understand the different qualification criteria for accredited investor status;

• Explain them simply and clearly to the client so that they understand; and

• Obtain reasonable proof that the client does in fact qualify. The Representative must ascertain the client’s qualification at the time of each trade into an EMD product, but is not required to monitor the purchaser’s continuing qualification as an accredited investor after the trade is completed. However, material changes to a client’s financial situation must be updated and continued suitability of their investments monitored accordingly. The accredited investor exemption requires a purchaser to meet certain income or asset tests in order for securities to be sold in reliance on the exemption. An individual is an “accredited investor” for the purposes of NI 45-106 if the individual satisfies one of three tests set out in the accredited investor definition in section 1.1 of NI 45-106:

i. The $1,000,000 financial asset test; ii. The net income test;

iii. The net asset test.

i An individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets of more than $1,000,000. For a person or married couple to qualify for this, ONLY the following assets may be considered:

• Cash;

• Investments (including RRSPs, spousal RRSPs, GICs, alternative investments, securities dealer investment accounts, etc.), but does not include Group RRSPs;

• Money held on their behalf by a trustee so long as the investor has control and gets the clear benefit of the money in the trust; and

• Monies owing under an insurance contract (i.e., a claim about to be paid). NOTE: Real Estate (i.e. client’s home or other property) is not included in “financial assets” under this definition. ii An individual whose net income before taxes exceeded $200,000 in each of the two (2) most recent calendar

years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two (2) most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year.

This means that any individual whose earned net income (before taxes) in each of the last two (2) years of at least $200,000 qualifies so long as it appears they will earn at least that amount again in the current and subsequent years. If a married couple together earned at least $300,000, the Representative may sell to both clients even if individually one or both of them would not qualify (i.e., each earned $150,000). Again, there should be every reason to believe they will earn at least the same amount in the current and subsequent years.

iii An individual who, either alone or with a spouse, has net assets of at least $5,000,000. Under this exemption, the Representative may include all of a client’s assets, including real estate, minus any debts, including:

• Mortgages;

• Investment loans;

• Credit cards and credit lines; and



• Other personal debts.

Individuals relying on this exemption, based on the three (3) income and asset tests described above, must complete and sign a new risk acknowledgement form that describes, in plain language, the categories of individual accredited investors and identifies the key risks associated with purchasing securities in the exempt market products. Representatives, themselves, are also required to complete and sign the new risk acknowledgement form. The new risk acknowledgement form should be included in the subscription agreement package provided by the individual fund company. Some individual investors may not understand the risks of investing under the accredited investor prospectus exemption or may not, in fact, qualify as accredited investors. Other non-individual tests for eligibility as an accredited investor include: iv A corporation or limited partnership that has net assets of at least $5,000,000 as shown on its most recently

prepared financial statements. v A registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from

a Representative registered to give advice on the securities being traded. To allow a client to qualify under this exemption, the Representative must obtain from them:

• Proof that they are registered under the Income Tax Act (Canada) as a registered charity and that the registration is current, and

• Proof in writing that they have received advice about this purchase from: - An eligible Representative or a Representative under the securities legislation of the

jurisdiction of the registered charity who is qualified to give advice on a product like this. vi An individual accredited investor who wants to purchase through a wholly owned holding company. The

Representative must ensure that the shareholders behind the holding company qualify as accredited investors under another exemption listed above (i.e., over $200,000 in income or financial assets over $1,000,000, etc.).

B) Offering Memorandum Exemption To rely on the Offering Memorandum exemption, the issuing fund company must prepare the Offering Memorandum in the required form, as set in the forms to NI 45-106. Further, the investor requirements vary depending on the province where the issuer and investor reside. Although the OM exemption was previously available in Alberta, New Brunswick, Nova Scotia, Quebec and Saskatchewan (participating jurisdictions), the regulators in those jurisdictions made amendments on April 30, 2016, to harmonize their existing OM exemptions with the terms of the new Ontario OM exemption, which came into effect on January 13, 2016. Risk Acknowledgement Investors purchasing securities in reliance on the OM exemption are required to sign a prescribed risk acknowledgement form, which highlights the key risks associated with investing in exempt market securities. In the participating jurisdictions, the risk acknowledgement form includes two new schedules that must be completed by each individual investor to confirm the investment limit that is applicable to the investor and to confirm that the investment falls within the applicable investment limit.



Below are three variations of the OM exemption in Canada.

Alberta, New Brunswick, Nova Scotia, Ontario, Quebec, Saskatchewan:

Investor Category Qualifications Investments

Non-Eligible Investor • An individual who, alone or with a spouse, has net assets of less than $400,000; and

• An individual whose net income before taxes is less than $75,000 or whose income combined with that of a spouse is less than $125,000

• Via offering memorandum, may invest up to $10,000 over a period of 12 months

*Eligible Investor • An individual who, alone or with a spouse, has net assets exceeding $400,000; or

• An individual whose net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year; or

• An individual whose net income before taxes combined with that of a spouse exceeded $125,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year.

• Via offering memorandum, may invest up to $30,000 over a period of 12 months

• Via offering memorandum, may invest up to $100,000 over a period of 12 months provided that the investment is deemed suitable by the dealer.

Accredited Investor

• An individual who, either alone or with a spouse, has net assets of at least $5 million; or

• An individual who, either alone or with spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes and net of any related liabilities, exceed $1 million; or

• An individual whose net income before taxes exceeded $200,000 or whose net income combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that income level in the current calendar year.

• No maximum

• No offering memorandum required



Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Yukon:


Non-Eligible Investor • An individual who, alone or with a spouse, has net assets of less than $400,000; and

• An individual whose net income before taxes is less than $75,000 or whose income combined with that of a spouse is less than $125,000.

• Via offering memorandum, may invest up to an acquisition cost that does not exceed $10,000

*Eligible Investor • An individual who, alone or with a spouse, has net assets exceeding $400,000; or

• An individual whose net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year; or

• An individual whose net income before taxes combined with that of a spouse exceeded $125,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year.

• No maximum

• Via offering memorandum

Accredited Investor


• An individual who, either alone or with spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes and net of any related liabilities, exceed $1 million; or


• No maximum




British Columbia, Newfoundland and Labrador:

*An "eligible investor" means: 1. a person whose:

(i) net assets, alone or with a spouse, in the case of an individual, exceed $400,000; (ii) net income before taxes exceeded $75 000 in each of the two most recent calendar years and who

reasonably expects to exceed that income level in the current calendar year, or net income before taxes, alone or with a spouse; and/or

(iii) In the case of an individual, exceeded $125,000 in each of the two most recent calendar years and who reasonably expects to exceed that income level in the current calendar year

2. a person of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors,

3. a general partnership of which all of the partners are eligible investors, 4. a limited partnership of which the majority of the general partners are eligible investors, 5. a trust or estate in which all of the beneficiaries or a majority of the trustees or executors are eligible

investors, 6. an accredited investor, 7. a person described in section 2.5 [Family, friends and business associates], or 8. a person that has obtained advice regarding the suitability of the investment and, if the person is a

resident in a jurisdiction of Canada, that advice has been obtained from an "eligibility advisor".


Non-Accredited Investor


• An individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes and net of any related liabilities, are less than $1 million; or

• An individual whose net income before taxes was less than $200,000 or whose net income combined with that of a spouse was less than $300,000 in each of the 2 most recent calendar years.

• No maximum

• Via offering memorandum

Accredited Investor

• Total net worth exceeding $5 million; or

• An individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes and net of any related liabilities, exceed $1 million; or


• No maximum




An "eligibility advisor" means: (a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of securities being distributed, and (b) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not (i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and (ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.

C) Suitability In order to adequately assess suitability of EMD products for clients, it is imperative that Representatives have complete and accurate KYC information on file, including current annual income and net worth, with a breakdown of liquid and non-liquid assets, and liabilities. The financial information recorded on NCAF/KYC forms will be relied on by supervisory staff when conducting their daily trade supervision. Please note that just because a client qualifies as an accredited investor. This does not relieve Representatives of their responsibility to ensure the product is suitable for the proposed client. Clients must be aware that these products are sold under prospectus exemption and are almost universally viewed by regulators as high risk because of this exemption. Therefore, extra care must be taken to ensure clients who engage in exempt market trading understand what they are purchasing by:

• Acknowledging their understanding in writing, i.e. the applicable Acknowledgement form has been completed;

• Qualify under the appropriate rules to own the product (i.e. accredited investor); and

• Meet minimum suitability criteria set by Investia including: - High risk profile; - Long-term time horizon (in excess of seven (7) years); - Moderate investment knowledge; and - Do not exceed EMD concentration limits.

III. Order Entry Procedures A) Client Instructions For client-name accounts, Representatives must act only on written instructions from the client. Such directions must be documented on the Order Instruction Form (“OIF”) or fund company application. If a LAF is in place, trade instructions may be accepted verbally and documented on either the Order Instruction Form, referencing a LAF on file where a client signature is required, or Client Contact Record Form (“CCRF”). In the event that a client with a LAF emails redemption and/or deregistration instructions to the Representative, the Representative must ensure that they confirm such instructions verbally prior to executing any transactions and/or changes to the account. For banking changes, please refer to Chapter 6 – Banking, section V Changes to Banking Information. As a best practice, if the Representative is meeting with a client in person, it is strongly recommended that a client signature is obtained even in the case a LAF is on file. The OIF and CCRF must be completed in full, sent to the imaging system and kept on file by the Representative. The appropriate signed client documentation must also be on file prior to acting on client instructions. This includes NCAF/KYC forms, disclosure documents and T2033 forms (if applicable). NOTE: The use of OIFs, which has not been approved by Investia, is prohibited and will not be considered as a valid order entry request.



If an error is made on any client documentation, the error must be crossed out, changed and initialled by the client. The use of liquid paper (i.e. white out, correction fluid, etc.) is strictly prohibited under MFDA MSN-0066. For further details on form alternations and preventing signature falsification, please refer to Chapter 9 Pre-Signed Forms. Should a client who has a LAF in place contact the Representative via email to switch funds, the email from the client must be attached to the OIF and sent to the imaging system. The following information must be recorded on the OIF and/or accompanying email:

• Who gave the client instructions?

• When were the client instructions given (date and time)?

• Where did the meeting take place (in person, location, phone or email)?

• What was discussed?

• What recommendations were made (whether the transactions were executed or not)?

• Any other actions resulting from the meeting?

• Particulars of the securities to be purchased, switched or redeemed and to which account;

• Confirmation as to the discussions of any fees or charges, including commissions and trailers to be paid on the transaction; and

• In the case of redemptions, instructions as to where the proceeds of the redemption are to be sent or whether they are to be reinvested and how they are to be reinvested.

NOTE: The above items may also be documented on the CCRF, but in the absence of this, complete notes to evidence client instructions or other documentation to support the client’s instructions must be sent to the imaging system when using the LAF option. For nominee accounts, a client signature is not necessary to process trades, and a LAF is not required to take verbal and/or email instructions from the client. However, detailed client notes, including the information listed above, evidencing client authorization is required for each trade before a transaction can take place. As a suggested best practice, the Representative is strongly encouraged to utilize the CCRF in transactions of this type. Discretionary trading is strictly prohibited. In accordance with MFDA Rule 2.2.1 and MSN-0025, all Investia Representatives are required to use due diligence to ensure that each order accepted or recommendation made for any account of a client is suitable for the client and in line with the client’s asset allocations. The obligation to make a suitability determination applies to all proposed trades, whether or not a recommendation is made. MFDA Rule 2.2.1 requires that where a transaction proposed by a client is not suitable for a client and in keeping with the client’s asset allocations, Investia Representatives must advise the client accordingly before execution of the trade and record detailed notes of client discussions on the KYC Update Form or under the “Communications/Notes” section of Univeris. NOTE: All client files, including notes of client discussions must be readily available for all supervisors and regulators. In the case a Representative resigns or is terminated, a copy of their client files must be sent to Investia Head Office as these files are considered part of the official books and records of Investia.

B) Transmission of Orders All transactions shall be executed on a timely basis. Orders must be transmitted on the same day they are received. However, orders received after 4:00 p.m. EST or on a non-business day may be transmitted on the following business day. If there is a special situation that prevents the Representative from meeting this deadline, it is important to document the reason in the client’s file. Additionally, the client must be notified of any longer than expected delays, i.e. 2 or more days. Representatives shall ensure that the acceptance of any order for any account is within the bounds of good business practice, that the order is suitable for the client, and is consistent with the client’s stated KYC information. PBMs, CBMs and other Head Office staff will review transactions the following day for suitability, reasonability and timeliness of processing and seek clarification when necessary. This also applies to all cancelled and rejected orders.



NOTE: Trades entered on Univeris after 3:00 PM EST will be processed on a best efforts basis. i Late Trading Late trading is illegal and occurs when purchase or redemption orders are received by the mutual fund company after the close of business, but are filled at that day's price rather than the next day's price. Late trading is a violation of NI 81-102, which regulates the distribution of mutual funds.

Orders must be received no later than 3:59:59 PM Eastern Standard/Daylight Time. All orders received after this cut-off time will be executed at the following business day’s net asset value (NAV). In most cases, NAVs are set as at 4:00:00 p.m. Eastern Standard/Daylight Time, meaning that all orders received by the fund company after that time must be valued at the NAV set on the next business day, even if the Representative or dealer received the order from the client just prior to 4:00:00 p.m. EST. Late trading is not excused or mitigated as a result of the consent or acquiescence of a mutual fund company. ii Market Timing Market timing involves short-term trading of mutual fund securities to take advantage of short-term discrepancies between the price of a mutual fund’s securities and the sale value of the securities within the fund’s portfolio. Market timing transactions include mutual fund trades that occur when the purchaser or seller believes that the mutual fund's NAV does not fully reflect the value of the fund's holdings as for example, when the fund has in its portfolio particular holdings which are priced on a basis that does not include the most updated information possible. International funds are the most vulnerable to this type of trading abuse as traders can exploit differences between time zones. Funds holding thinly traded securities are another example of a type of fund vulnerable to such abuse.

In addition, market timing can involve frequent switches or active short-term purchase and redemption strategies. Heavy short-term trading creates more transaction costs, which reduces returns for other long-term clients. Market timing is strictly prohibited. Investia supervisory staff will review on a daily, monthly and/or quarterly basis the trading activity in client accounts in order to comply with MFDA MSN-0023:

• Excessive trading or switching between funds within a 90-day period from the date of the initial transaction;

• In and out trades which may indicate market timing, including any transactions where fees have been incurred; and

• High concentration in speculative investments.

Investia Representatives are not permitted to engage in disreputable market timing or late trading strategies. Potential noted instances of such trading activity may result in trades being reversed and disciplinary action being taken if an internal investigation identifies any trading concerns.

C) Off-Book Transactions / Direct Trading Direct Trading or Off Book Trading is the act of processing trades in securities directly with the fund company or Issuer, which can be deemed as potentially attempting to bypass the mutual fund dealer’s internal supervisory controls. Regulators have mandated that the dealer is responsible for the supervision and approval of all trading activity by its Representatives. When a trade is not processed through Investia, it eliminates or minimizes Investia’s ability to perform its supervisory responsibilities. As part of the daily review conducted by PBMs, CBMs and Head Office Compliance supervisory staff, all off-book transactions are captured and reviewed in the Univeris Supervision Module. Supervisory staff will be able to readily identify off-book trades, as there will not be a corresponding wire order number reflecting that the trade was placed through Univeris.



Under no circumstances will off-book transactions be permitted when they can be placed on Univeris. If a trade cannot be placed through Univeris, all off-book trading documents must be faxed to the imaging system at 1-866-892-7333 noting not processed on Univeris. Additionally, the PBM and/or CBM should be informed and a note placed on Univeris explaining the reason for any required off-book trades on the same day the trade is processed. Should a Representative place an off-book trade that could have been processed on Univeris, the Representative will be contacted by supervisory staff to request an explanation for the breach in policy. NOTE: If it is determined that off-book trading is being done intentionally to bypass Investia’s supervisory controls, appropriate action will be taken to address any concerns, including escalation to senior management and appropriate disciplinary action.

D) Letters of Indemnity (“LOI”) A Letter of Indemnity (“LOI”) is correspondence Investia forwards to a fund company if an error has occurred in the set-up or trading of a client’s investments. If information was incorrectly submitted and/or not submitted in a timely manner, or if there was an error in the processing of a trade, Head Office Operations will submit a LOI to the appropriate fund company instructing them to reverse the trade and process it as intended. The LOI must include an explanation of the error made and the financial implications of the error and must be accompanied by documentation that clearly demonstrates client authorization for the proposed corrective instructions. The LOI consists of an indemnification clause, whereby Investia agrees to indemnify the applicable fund company from any repercussions arising from the corrective action sought in the letter. Reasons for a LOI Common financial and non-financial errors include, but are not limited to:

• A wire order transaction placed for the wrong account and/or client;

• Incorrect transaction amount (i.e. incorrect amount of units or dollars, incorrect commission rate, or incorrect gross/net instructions);

• Incorrect fund choice; or

• Incorrect transaction type (i.e. a sell/buy order should have been a switch; a sell should have been a buy, etc.).

LOI Alternatives and Avoidance There are times when a LOI is not required, as the issue may be resolved with a Letter of Direction (“LOD”) prepared by the Representative. Issues that may be resolved with a LOD include:

• Client name/address/information corrections;

• Changes to present or future Pre-Authorized Chequing (“PAC”) or Automatic Withdrawal Deposit (“AWD”) instructions; or

• Changes to account beneficiaries. Corrections may be processed at the current or a backdated and/or a future trade date, provided clear client authorization is obtained. Requesting a LOI The Letter of Indemnity Application Form must be completed by the Representative and sent to Head Office for processing, by fax or via the Secure File Upload Tool on the Advisor Centre. The LOI must include all pertinent information related to the correction, including:

• Client name(s);

• Full transaction information (i.e. fund name, account number, trade date, wire order, etc.);

• Nature of the error and the corrective action required; and

• Documentation to support the request for correction.



NOTE: The LOI request must come with the Representative’s signature, or it must come from the branch with

signed instructions from the Representative when he or she assumes responsibility. Financial adjustments require additional information to accompany the LOI request, including:

• Supporting documentation that clearly displays the client’s intent (i.e. OIF, account application, loan application, client LOD, copy of client cheque to substantiate date, etc.);

• Requests to adjust a net purchase require the commission to be returned to the fund company. These will be processed by Head Office and noted on the commission statements;

• Requests to reverse redemptions require the proceeds to be returned with the LOI;

• If certificates were issued for transfers, switches, redemptions, etc., the outstanding certificate must be returned with the LOI; and

• Requests involving the cancellation/amendment of issued tax receipts require original receipts to be returned with the LOI.

NOTE: If the request exceeds tax limitations, Investia will not process LOIs for registered plans. For example, LOIs will generally not be processed for transactions that were placed in previous years, nor will Investia process LOIs for trades initiated at another dealer. LOI Authorization In order for Investia to act pursuant to the instructions on the LOI, an authorized signing officer at Head Office must approve and sign the letter. Representatives may not submit their own LOI to fund companies/intermediaries and indemnify themselves on behalf of Investia. Losses As the price of mutual funds fluctuate daily, the processing of financial corrections, such as cancellations and reverse/reprocess transactions, may result in a gain/loss calculation. In some cases, the gains and losses for the reversal and reprocessing of amounts within related funds may be netted, but this is by no means guaranteed. Depending on the structure of the relationship between two funds, netting may not be possible. Under NI 81-102, the fund is to retain all gains, and applicable losses are invoiced to the dealer. Investia will not attempt to calculate or estimate potential losses arising from a LOI correction. The fund company involved may be able to provide an estimate regarding the potential losses, but this, too, is not guaranteed. The responsibility to pay any loss lies with the Representative. Investia Head Office will typically receive a loss invoice within a week of the correction. The invoiced amount will subsequently be deducted from the Representative’s commissions and/or from the branch’s commissions, if applicable. NOTE: All LOIs are recorded in a file. This will be analyzed on a quarterly basis to validate the recurrence of certain representatives, the reasons for LOI requests and any other information relevant to the determination of trends. In the event that trends are detected, an appropriate action plan will be put in place to intervene with the representative.

E) Annual Transfer of 10% Free / Matured Units Free/matured unit conversions may be effected in a variety of ways. Some fund companies offer programs within their product offerings, while others rely on client authorization to execute such transactions. Fund Company - Automatic 10% Free/Matured Unit Bulk Switch Programs This policy is not intended to apply to automatic conversion programs where a fund company has included the appropriate information and disclosure in their prospectus and/or Fund Facts sheet, stating that it automatically converts free or matured units to the FEL 0% version of the same DSC fund initially purchased by the client. In this instance, fund company processes should be followed. Fund companies often place this conversion through a “bulk switch” of all eligible DSC units held by clients of the Representative on a date set by the Representative.



In the absence of a prescribed fund company annual conversion program, Investia offers the following vehicles through which transactions of this type may be processed:

i Client trading instructions via the OIF; a) Authorized by way of client signature; or b) Authorized via the LAF.

ii Automatic Conversion of Free Units Form In all cases, Representatives must ensure that appropriate disclosure is provided to the client(s) and their consent obtained prior to engaging in any automatic switch/conversion program. The substance of the disclosure and consent requirement must include:

• A signature line to evidence the client's consent to the switch;

• Disclosure of any change in remuneration, specifically an increase in trailer fees;

• Disclosure of any potential tax implications;

• Reference to the applicable Fund Facts sheet. Order Instruction Form Requirements Representatives may choose to use the OIF with client signature(s) or OIF/CCRF accompanied by a LAF with clear evidence of client authorization to process the conversion. In either case, full and plain disclosure must be made to the client regarding any change in trailer commissions/service fees and potential tax implications. This disclosure must be duly noted on the OIF and/or in the client notes. The signed OIF must be maintained in the client file and a copy sent to the imaging system. For additional information on how to effectively employ the LAF, please consult Chapter 4, IV Investia Prescribed Forms, B) Limited Authorization Form (“LAF”) of this manual. Automatic Conversion of Free Units Form To facilitate compliance with the above disclosure and consent requirements, Investia has created an Automatic Conversion of Free Units form (the “ACF”). Representatives utilizing the ACF must have clients sign the form and list the applicable fund company name(s) and account number(s). Use of the ACF eliminates the annual requirement to have clients complete and sign an OIF for each transaction. In order to comply with MFDA MSN-041, where client consent is obtained at the commencement of the program, the representative must notify the client each year prior to the annual switch. Such notice can be sent by letter or email. NOTE: If the client adds a new fund company to their portfolio which was not previously included among the list of fund companies when the ACF was signed, the client’s authorization will be required each time a new fund is added to his/her portfolio to ensure the client understands that this fund may be subject to an automatic unit switch. This authorization may be provided as follows:

• By having the client sign a new Automatic Conversion of Units form (for Investia nominee accounts), wet or electronic signature; or

• Via clear and detailed notes in Univeris stating that the client has been informed that his/her new fund(s) may be subject to an automatic conversion on January 31st.

F) Commission Rebates If fees are payable by a client for a redemption, the Representative may rebate all or part of the mutual fund commission generated from the new investment of the redemption proceeds. For all commission rebates the Representative must provide written disclosure, including financial implications and potential tax consequences, to the client using the Investia Fund Transfer Fee Disclosure Form. All commission rebates must flow through the books and records of Investia. In order to process commission rebate requests on a timely basis, Investia requires the following documents to be submitted to the Operations Department in conjunction with the Fund Transfer Fee Disclosure Form:



• A reasonable estimate of the amount of redemption charges to which the client will be subject, expressed both as a dollar amount and percentage of the value of the securities being redeemed;

• A reasonable estimate of the amount of commission being earned by the Representative on the purchase;

• The amount of fees to be rebated to the client, up to a maximum of the total fees incurred on the redemption.

NOTE: As information on fees for internal transfers is available on Univeris, supporting documentation is not required for transfers of this type. Investia is unable to process rebate requests unless all documentation is provided. Any delays in providing the above mentioned documents to Investia will result in delays in the processing of the client’s rebate request. Once the commission rebate request is authorized by the client, and the applicable documentation has been received by the Representative, the Representative must process the commission rebate in a timely manner. The Fund Transfer Fee Disclosure Form must be provided, explained and signed by the client at the time of each applicable transaction. Evidence that the disclosure has been provided to the client must be maintained in the client’s file. NOTE: Having the client sign disclosures does not absolve Investia and Representatives of the requirement to ensure that all trading activity is in the best interest of the client. New DSC/LSC schedules and products must always be in the client’s best interest. In all cases, it is important to keep documented notes from client meetings regarding the strategy disclosed to the client.

G) Right of Withdrawal All clients must be advised of the right of withdrawal. The right of withdrawal is to provide the client with the opportunity to review the prospectus and change their mind. The client must receive the Fund Facts sheet before entering into a purchase. If the client does not receive the Fund Facts sheet, they have the right to cancel the purchase and receive the purchase amount paid, including any fees incurred due to the transaction. Important points to note:

• The obligation to provide the client with Fund Facts sheet rests entirely with the Representative.

• If the Fund Facts sheet has been sent by prepaid mail, securities legislation deems it to have been conclusively received by that person in the ordinary course of mail.

• Should there be a loss due to market fluctuations, and in the event the fund manager does not absorb the loss, the Representative will be charged for any costs to make the client whole. Should there be a gain due to market fluctuations; the increased value does not go to the Representative.

• The right of withdrawal is available in all provinces except New Brunswick, Quebec and the Territories.

• Requests to exercise this right must be in writing to Investia in original form by no later than midnight on the second business day following receipt of the latest Fund Facts sheet and any amendment thereof. A facsimile or email request will not be accepted. Head Office Compliance must approve any such request before client funds are returned.

H) Right of Rescission

All clients must be advised of their right of rescission. Where the Fund Facts sheet contains a material misrepresentation, the client may rescind their purchase and receive back the original price paid for the unit value. The request must be made within 48 hours of receipt of the trade confirmation. Investia does not send confirmations to clients, but rather relies on fund managers for this service. Should there be a loss due to market fluctuations, and in the event the fund manager does not absorb the loss, the Representative will be charged for any costs to make the client whole. The amount the purchaser is entitled to shall not exceed the net asset value of the securities purchased at the time the right is exercised.



I) Out-of-Province Clients Representatives shall not solicit or in any way act in furtherance of a trade for clients unless the client is a resident in the jurisdiction in which the Representative is registered or the client has qualified under the Client Mobility Exemption (“CME”). A mobility exemption can only be allowed for an existing Investia client of the advisor and dealer. Trades placed by Representatives for clients not approved in a particular jurisdiction will not be processed and/or reversed if processed at the expense of the Representative. If the Representative is not registered in a particular jurisdiction and/or the client does not qualify for CME, the Representative must notify the client in writing that they are not registered under applicable securities legislation to trade in mutual funds in the client’s jurisdiction of residence. The account will be placed on trade watch and restricted to redemption transactions only. Representatives registered with any provincial securities commission, as a non-resident Representative must comply with all rules and regulations applicable in each jurisdiction of registration.

The following is the only exception to this rule: Group Plans: If the Representative is registered in the province in which the company Head Office is located and where the group plan was initiated, they are able to service employees residing in other provinces. Clients of Group Plans must be set up in Univeris with the client’s residential address. If a client ceases to be employed with the company, the Representative must obtain registration in the applicable province if the Representative wishes to continue servicing that client.

NOTE: When a client has moved and the Representative modifies the province of residence field in Univeris, the Representative must ensure that the country of residence field is also updated.

J) United States Residents In June 2000, the U.S. Securities and Exchange Commission (“SEC”) granted an exemption from broker-Dealer registration for SRO Members and their Representatives dealing with U.S. residents, including Canadian citizens who are temporarily in the U.S. The exemption is subject to the following conditions:

• No Open/Non-Registered, TFSA or RESP accounts are allowed under any circumstance.

• The account must be a tax-advantaged retirement account (RRSP, RRIF).

• The account must be managed by the client (i.e. the client must select or control the funds).

• On an annual basis it is the responsibility of the Representative to disclose to clients that such accounts are not regulated under the securities laws of the U.S. and that Investia is not subject to regulations in the U.S. The disclosure form can be found in Univeris named U.S. Resident Disclosure.

• Investia must have a genuine pre-existing mutual fund relationship with the client before they entered the U.S. Soliciting accounts from U.S. residents is not allowed.

• Investia Representatives are not to advertise to or solicit U.S. customers. In the U.S., each State separately regulates securities trading and distribution. This means that in addition to the Federal SEC rules, which allow Canadians to manage their registered retirement accounts, there are particular State laws which must be considered and whose conditions must be met in order to provide certain services to clients. Representatives should always contact the Registration Department before setting up any accounts for United States residents to confirm current state requirements, as State requirements do change from time to time. If the client holds an open/non-registered account, the account must be transferred to an institution that can service their financial needs, or be liquidated. When no instructions are received from the client and it is client-name held, it will be transferred into a house account, under restriction to redeem only, and no commissions will be paid to the Representative. These measures are necessary to comply with U.S. securities legislation.



Generally, States can be divided into three categories in this regard: Model A In States that support management of client accounts, Investia must:

• Be members in good standing with the Mutual Fund Dealers Association of Canada (“MFDA”);

• Not have an office or physical presence in the state;

• Allow transactions only within a self-directed tax-advantaged retirement plan of which the client is the holder or contributor;

• Have a genuine pre-existing mutual fund business relationship with the client before the client enters to the U.S.;

• Ensure that Representatives provide the U.S. Resident Disclosure form to disclose to clients annually that it is not subject to the full regulatory requirements of the Securities Act and related legislation in the state; and

• Not be in violation of the anti-fraud laws of the State in connection with its securities transactions. Model A States:

Arkansas California Colorado

Connecticut Florida Georgia Hawaii Idaho

Illinois Kansas

Kentucky Louisiana Maryland

Massachusetts Michigan

Minnesota

Missouri Nebraska Nevada

New Jersey New Mexico

Ohio Oklahoma

Pennsylvania South Carolina

South Dakota Tennessee

Texas Vermont

Washington West Virginia

Wisconsin Wyoming

Model B In States that provide an exemption for Investia and the Representative, Investia must ensure:

• All conditions in Model A are met;

• The Representative is required to provide the U.S. Resident Disclosure form to disclose to clients annually that it is not subject to the full regulatory requirements of the Securities Act and related legislation in the state;

• Investia and/or the Representative must file a registration application; and

• No filing fees are required. Model B States:

Alabama Arizona

Delaware Indiana

Maine Mississippi Montana

North Dakota

Rhode Island Utah

Model C Special registration procedures for Investia and the Representative:

• All conditions in Model A are met;

• Representatives must file a registration application and renew that application annually and pay renewal fees if applicable; and

• The Representative must provide the U.S. Resident Disclosure form to disclose to clients annually that it is not subject to the full regulatory requirements of the Securities Act and related legislation in the state.



Model C States:

Alaska Iowa

New Hampshire North Carolina

Oregon Virginia

If the Representative chooses not to proceed with applying for/paying for an exemption in the applicable Model C state, the Representative will no longer be able to service the client’s account(s) going forward, and the following steps must be followed:

• Please confirm the client’s name/account(s) with the CBM and the Registration Department as this account will be placed on trade watch and restricted to redemptions only;

• The client(s) are not required to liquidate their accounts. However, they should be informed in writing that they are restricted to “redeem only” status - this includes accounts belonging to snowbird clients; and

• Fax a copy of the client letter to the imaging system and retain a copy in your client’s file. NOTE: New York is a Closed State. Investia Representatives are unable to service clients residing in New York in any capacity (with the exception of redemption(s) only).

NOTE: The Representative must contact Investia’s Registration Department for requirements for specific states. For all United States residents, all appropriate registration requirements must be fulfilled according to the Model which they fall into. This information may change without notice.

K) Out-of-Country Residents Below is the list of the countries with whom Representatives are authorized to trade, under certain conditions outlined below:

Argentina Greece New Zealand Austria Guernsey Norway Belgium Hong Kong Portugal Bermuda Isle of Man Saudi Arabia Cayman Islands Italy South Africa Costa Rica Japan Spain Denmark Jersey Sweden Egypt Luxemburg Switzerland Finland Mexico Taiwan France Netherlands Turks/Caicos Germany

IMPORTANT: The client must be an Investia client before becoming an out-of-country resident client. The client must have been dually identified prior his/her departure, have a valid Canadian social insurance number (“SIN”) and a Canadian bank account. Soliciting accounts of clients who are residing outside of Canada or who are not physically present in Canada is not allowed. The accounts should not be actively managed; the Representative can do transactions as if the client was in Canada, but the client must have initiated requests for trading, rebalancing, and investing. These conditions apply for both registered and non-registered accounts. NOTE: If any of the conditions set out in this section are not met, or if the country is not in this list, the client’s account will be put under restriction (redemptions only) or liquidated.



IV. Model Portfolios – Advance Instructions for Account Rebalancing Investia automatic rebalancing Model Portfolio program allows clients to provide advance instructions to have their account(s) rebalanced to a set target asset allocation within a specified timing and frequency. Model Portfolio holdings are limited to F series and fund-end load funds. These holdings are rebalanced in accordance with their targeted weightings and the client’s risk profile, objectives and time horizon. Should rebalancing opportunities exist in which the current market value of any fund holding is equal or greater than $500.00 from the target allocation, the client’s portfolio will be rebalanced. Representatives must obtain preapproval from head office prior to any recommendation of the automatic

rebalancing Model Portfolio program to their clients.

Note: This program is in a pilot phase and is not open to all Representatives. Please contact your Practice

Management and Training Specialist for more details and to discuss the eligibility requirements.

A) Documentation Pursuant to MFDA Rule 2.3.1 and MSN-0084, Representatives must complete the Investia Model Portfolio Service Agreement with the client to document the following:

• The account;

• The rebalancing timing and frequency: annually (March 15th) or semiannually (March 15th and September 15th).

• The target allocation specifying the allocation to each of the specific mutual funds or investments.

Note: Should March 15th or September 15th falls on a statutory holiday or weekend, the trade will be executed one business day prior to the 15th. Representatives must explain to the client:

• The terms and conditions in the Model Portfolio Service Agreement; and

• The acknowledgement section Model Portfolio Service Agreement.

The Representative must maintain in the client file any notes evidencing such discussion(s). A signed copy of the Model Portfolio Service Agreement must be provided to the client. Similar to all trading activity, the assets and the target allocation should be suitable based on the client’s documented KYC. Annual Communication of Advance Instructions On an annual basis, Investia will instruct clients under the automatic rebalancing Model Portfolio program to review their existing rebalancing instructions. Clients will be advised to contact their Representative to discuss any updates to their standing rebalancing instructions. Representatives are required to maintain notes of all such discussions (see section on Maintaining Client Notes). B) Delivery of Point-of-Sale Documents The Representative is responsible for providing the latest copy of the Fund Facts sheet to the client prior to the initial trade. If the Fund Facts sheet has changed since the last transaction in the fund, the Representative must provide the updated Fund Facts must be provided to the client (see section on Point-of-Sale Document).



Chapter 6 – Banking

I. Monies Received Representatives may only accept personal and corporate cheques, money orders and bank drafts. Money orders and bank drafts must be accompanied by a receipt, statement or letter from the financial institution confirming that the funds were drawn on the account holder’s personal account. Representatives may not accept cash or traveller’s cheques for any transaction, regardless of size, and third party cheques are only acceptable in limited circumstances (see below). All funds must come from a Canadian bank account. NOTE: Representatives must send copies of all cheques, with supporting paperwork where applicable, to the imaging system. For any purchase in an open/non-registered or TFSA account in the amount of $50,000, and/or totalling $50,000 in a consecutive period of 30 days, a note of the client’s source of funds is required either on the Order Instruction Form or on the Cheque Transmission or Banking Information Addition Form. NOTE: Source of funds needs to be specific and not vague. As such, chequing or savings account is not considered to be acceptable for the source of funds description as it does not provide details on how the proceeds were accumulated. Instead, the Representative must provide detailed background or rationale of where the savings originated. Third Party Cheques A third party cheque is any cheque not drawn from the client’s personal account or a corporation’s corporate bank account with the exception of fund company issued cheques. However, the following exceptions can be made:

• Deposit to spousal accounts;

• Deposit to an RESP or ITF account by an immediate family member;

• Deposit to an RDSP by an immediate family member; and

• Deposit to a RRSP/group RRSP/Pension drawn on an employer’s account. NOTE: Immediate family members in this instance means parent, child, or grandparent, provided that they are existing clients of Investia and there is a current NCAF on file for that individual. RRSP Contributions from a Corporation 1Contributions to an individual’s RRSP/group RRSP/pension account can be made through a corporate bank account; however, Investia reserves the right to require the following:

• Dealer consent;

• Imprinted corporate void cheque;

• Signature(s) of individual(s) authorized to sign on behalf of the corporate bank account; and

• Banking resolution for the corporate entity indicating the individual(s) who has signing authority over the corporate bank account.

Additionally, the corporation must understand and acknowledge that:

• The individual account holder(s) has/have access to all account information; and

• The individual account holder(s) has/have the ability to contact the fund company to stop/stall/restart systematic purchases.

1The name of the employer on the cheque provided must match the name of the employer on the New Client Application

Form.



TFSA Third Party Contributions – Related Parties

As per the Income Tax Act (Canada), a tax-free savings account (“TFSA”) is a qualifying arrangement which must meet several conditions, one of which is that the contributions must be made by the TFSA account holder only. In certain instances, funds received from a third party as a gift can be attributed as contributions with the beneficial property of the TFSA account holder. For all such instances, Investia will permit Representatives to accept such contributions provided that the contributing individuals are considered as related parties and not third parties. To this end, the following conditions must be met:

• Prior to the Representative accepting any contributions, the new “Related Party TFSA Contribution Form” declaration form must be completed by the TFSA account holder (including initial PAC or any initial or subsequent contributions);

• The contributor must be a related person of the client as defined by the Income Tax Act, as defined in the illustration in Chapter 4, Section IV D).

In limited circumstances, a TFSA contribution may also be accepted from the account holder’s employer, provided that the employer is clearly identified on the client’s current NCAF/KYC Update Form and the TFSA contribution cheque clearly displays the employer’s name. For any such contributions, a listing of the employer’s authorized signing officers may be required. NOTE: If any of the TFSA qualifying arrangement conditions are not met, it may result in adverse tax consequences for the account holder and the third party contributor. Ensuring that all conditions are met is the sole responsibility of the account holder and third party contributor, which is why they should refer to a tax advisor or legal counsel to ensure all TFSA contributions are made in accordance with the Income Tax Act.

II. Trust Account Funds received for client transactions must not be comingled with any other funds. In accordance with the regulatory requirements under NI 81-102, client funds must be accounted for separately and deposited into a trust account for the sole purpose of client transactions. Investia shall:

• Advise in writing the financial institution with which the account is opened at the time of account opening and annually thereafter, that:

- The account is established for the purpose of holding client funds in trust; - The account is to be labelled by the financial institution as a “trust account”; - The account is not to be accessed by any person other than authorized Representatives of

Investia; and - The funds in the trust account may not be used to cover shortfalls in any accounts of Investia.

• Ensure that any charges against the trust account are not paid or reimbursed out of the trust account. The following procedures apply to trust account deposits:

• Cheques MUST BE made payable to “Investia Financial Services Inc. in Trust”.

• Cheques made payable to other payees CANNOT to be deposited to the Investia trust account.

• Cheques for the purchase of mutual funds must be made payable and deposited to Investia’s mutual fund trust account.

• Cheques for the purchase of segregated funds must be made payable and deposited to Investia’s segregated fund trust account.

• Representatives are prohibited from accepting cash from clients or depositing cash into the trust account on behalf of a client. Mutual fund purchases must be made in the form a personal or corporate cheque, money order or bank draft, or certified cheque (with supporting documentation).

• Client cheques must be deposited on the same day the purchase is to be made. Conversely, a purchase cannot be made unless client funds have been deposited to the trust account.



• Investia is not permitted to use monies in the trust account for any purpose other than the settlement of mutual fund purchases.

• Investia does not accept post-dated cheques unless the client has given specific instructions along with completed and signed documentation. If the Representative chooses to accept post-dated cheques with standing instructions and fully completed documentation, they must ensure that the cheque is processed as per the client instructions. Any cost for delay in processing will be paid for by the Representative.

• Cheques drawn on a Representative’s personal or business account on behalf of a client is not permitted.

• U.S. funds cannot be deposited to the Canadian trust account.

• Canadian funds cannot be deposited to the U.S. trust account.

• In the event of a deficiency in the amount of cash required to be held in trust for a client, Investia shall immediately provide from its own funds an amount necessary to correct the deficiency and any unsatisfied obligation to do so shall be immediately charged to the capital of Investia.

Reconciliation of Trust Account The trust account is reconciled on a daily basis. Reconciliation reports are reviewed and approved by the VP of Finance each business day.

III. Disbursements Disbursements from the trust account can only be made to clients and the Fund Companies. Disbursements cannot be made to third parties. For cheques to be picked up by clients, a log must be set up at the registered branch or sub-branch office for client signature at the time of pick up. In the event that the individual whose name appears on the cheque is not the individual picking up the cheque, the recipient must provide ID and an authorization letter from the client. Investia requires that two authorized individuals sign all cheques.

IV. NSF Cheque Policy When Investia is notified that a cheque issued by a client has been returned as NSF, the Representative will be contacted and notified that the client must issue a replacement cheque. If a replacement cheque cannot be obtained and deposited, then all the related trades will be cancelled. Charges incurred for reversing any trades will be charged back to the Representative. NOTE: In the event of an NSF or returned cheque, Investia reserves the right to charge the client a $30.00 service fee.

V. Changes to Banking Information Nominee All banking information addition requests must be signed by the client (via wet signature or electronic signature), accompanied by a void cheque and sent to Head Office on Order Entry Day via the Secure File Upload Tool or fax. It is recommended that Representatives utilize the Cheque Transmission or Banking Information Addition Form available in Univeris. NOTE: Signature via the Client Portal is accepted provided there are detailed notes under the “Communications/Notes” section of Univeris confirming specifically that the Representative received the client’s banking information via the Client Portal. Absence of the notes will result in the rejection of the change request. If a client seeks to effect banking changes via electronic means (i.e. email), the Representative must validate such changes verbally with the client before proceeding and request signed documents and copy of a void cheque to effect the change.



Client Name All banking change requests must be made in writing, must be signed by the client and accompanied by a void cheque. Such directions must be documented on the Order Instruction Form (“OIF”) or fund company application. All client-authorized documentation must be submitted to the fund company. NOTE: For any instances where change to banking information is requested in conjunction with a redemption request, the Representative must take additional precautions to validate the details provided.



Chapter 7 – Borrowing to Invest (“Leveraging”)

I. Introduction Leveraging is by nature a complex investment strategy that requires increased oversight and controls. The following policies are intended to apply primarily to all open/non-registered leverage accounts, including new recommendations, transferred-in accounts, investments using home equity line of credit monies and/or personal loan monies, as well as rewrites of existing leverage strategies which increase the principal loan amount. The use of the Leverage Account Review Form (“LARF”) remains mandatory in all of the aforementioned scenarios. NOTE: An RRSP loan of more than $50,000 with a repayment term of more than 2 years (24 months) will be considered as a leveraged account. Investia Nominee Platform Leveraged accounts with a collateral required by the lender are not allowed in nominee accounts. No Tax Advice Representatives are cautioned that they should not be recommending or providing advice on leverage strategies on the basis of tax advantages. Representatives are not permitted to provide tax advice. The tax planning involved can be complex and the Canada Revenue Agency (CRA) has demonstrated a willingness to aggressively challenge taxpayers using such programs. In such cases, it should be expected that clients may not only seek recourse against their Representative for investment losses, they may also seek compensation for any negative tax implications, and legal fees, associated with adopting the strategy. Regardless of tax considerations, leveraged investing increases risk. Representatives who recommend any leveraged investment program to a client need to ensure that the recommendation is suitable for the client and the client understands the associated risks. A leverage strategy is not necessarily suitable simply because it is being used as a means to take advantage of tax deductions; there is specific tax legislation governing the deductibility of interest and, if the conditions are not complied with, it may lead to a reassessment. General Guidelines

• Representatives with leverage AUA of 20% or more of their total AUA may not add any new or transferred-in leverage to their book of business without the prior approval of the CCO;

• For any new leverage recommendation and leverage investment strategy, the following applies: - The use of DSC/LSC funds is prohibited; - The use of exempt market products or high-risk sector funds is prohibited; - Loan repayments must be principal and interest (“P&I”). - The use of Return of Capital (“ROC”) or T-Series funds is not permitted unless the distributions

are directed to pay down the principal of the loan or are being reinvested into the leverage plan or are being invested into a separate investment plan held at Investia;

• All new leverage recommendations must be pre-approved by Head Office Compliance prior to implementation and loan proceeds being invested;

• As part of the pre-approval process for new leverage recommendations, Investia reserves the right to impose certain other conditions, such as:

- Reduced leverage amount; or - Use of fee-based funds.

• For existing leverage accounts where funds are being rebalanced, Investia does not permit investments into a new DSC/LSC schedule;

• Compliance pre-approval is required for all new and transferred-in loans; however, supporting documentation is not mandatory for loans of $50K or less but may be requested if suitability concern is identified.



• Existing leverage accounts must be reviewed at least once every three (3) years by completing a LARF. Investia, however, recommends a more frequent review of the strategy;

• An annual review of existing leverage accounts is required for clients who meet or exceed the noted leverage suitability criteria in Section V below;

• The net worth values and annual income stated on the NCAF/KYC form must be consistent with the loan application and LARF and must also reflect the financial information provided on the supporting documentation.

II. New Leverage Account Procedures All new leverage applications must undergo a two-tier leverage review process. In these instances, the leverage application must be pre-approved by the CBM/PBM with final pre-approval by the designated Head Office Compliance Officer (“CO”) prior to proceeds being funded and any transactions taking place. For all leverage applications, the Representative must complete the LARF with the client. All of the risks of borrowing to invest and leverage disclosures must be explained to the client in detail by the Representative before proceeding with a leverage strategy. Once the LARF has been completed, the following documents must be submitted to the CBM/PBM for their preliminary review and approval:

• NCAF or KYC Update Form;

• Completed LARF signed and dated by the client and Representative;

• Loan application, including complete financial details, and loan information (i.e. interest rate, monthly payment, amortization period);

• Copy of the cheque, if the client is putting up their own capital as collateral (i.e. 1-for-1, 2-for-1 or 3-for-1 loans);

• Investment instructions; and

• Other required supporting documentation (i.e. proof of income, proof of real estate, support for other assets owned or owed liabilities, or any other relevant documentation).

When multiple investment loans exist, the LARF should be completed at the household level. For example, if a husband and wife each have an individual loan, as well as a joint loan for investment purposes, detailed information for each investment loan must be disclosed on one LARF. NOTE: The LARF includes formulas to calculate the Net Worth (“NW”), Debt Service Ratio (“DSR”), and Loan/Net Worth Ratio (“LNWR”). If Representatives opt to complete the LARF document by hand at a client meeting, they must ensure that the NW, DSR and LNWR are accurately recorded. In instances where the financial ratios are inaccurately documented, the LARF will be rejected, and an updated LARF affixed with the client’s signature will be required. Following the CBM/PBM’s initial review of the new leveraged account, the CBM/PBM will evidence their review by signing and dating the LARF and the NCAF/KYC form. If the LARF and/or NCAF/KYC form are rejected, the CBM/PBM will indicate the reason in the applicable section of the LARF and will email the Representative requesting a new NCAF/KYC form, an updated LARF or additional supporting documentation. General Leverage Review Process Tier 1: The CBM/PBM must review the LARF completed by the Representative and client, along with all applicable supporting documentation. For any case where information is unclear or a suitability concern is raised, the CBM/PBM must issue an inquiry to the Representative and document the response and/or resolution. After the review has been completed, the CBM/PBM must sign and date the LARF to evidence their preliminary review and approval and forward all documentation to the designated CO.

Tier 2: The tier-2 leverage suitability assessment will be performed by the designated CBM or CO. All inquiries from the tier-2 reviewer must be communicated to the CBM/PBM, who in turn will follow up with the



Representative. A final decision to approve/decline the leverage application or transfer-in will be made following the tier-2 review. For both the tier-1 and tier-2 leverage suitability review, the following items should be addressed:

• Review of the leveraging plan to ensure the strategy is suitable for the client in accordance with Investia policies, the client’s stated KYC information and financial circumstance;

• An inquiry must be issued for any case where a suitability concern is raised;

• The rationale for the leverage strategy must be stated by the Representative; and

• Review of all supporting documentation including, but not limited to, the LARF, NCAF/KYC form and the loan application.

To perform their analysis, the tier-1 and tier-2 reviewers will rely on the financial information as presented on the loan application, LARF and supporting documents (i.e. pay stub, property assessment notice, financial statements from other entities, notice of assessments, etc.). They will also inspect the client’s NCAF/KYC form to ensure consistency with the loan application documents, (i.e. age, marital status, annual income, net worth and occupation of the client(s)). The tier-1 and/or tier-2 reviewers will obtain clarification if discrepancies are noted. If any of the loan documents or NCAF/KYC form are not properly completed, the leverage application will not be approved until such time that all requested information is obtained from the Representative/Producing Branch Manager.

Once the review is complete, the designated CBM/RBM or CO will:

• Add notes to the completed LARF;

• State whether the proposed leveraging is “approved” or “declined”;

• Sign and date the form;

• Notify the Representative and PBM that the leveraging has been approved; and

• Update the “Loans/Collateral” section on Univeris. NOTE: Loan documents may not be submitted to the funding institution prior to Investia’s approval.

The tier-2 reviewer is responsible for inserting a note in Univeris under the “Communications/Notes” section as well as updating Investia’s internal log. The LARF, as well as all applicable supporting documentation, copies of emails, notes and evidence of approval must be sent to the imaging system.

III. Transfer in of Leveraged Accounts Representatives transferring in new clients who have engaged in a leverage strategy with a former Representative must be comfortable taking on the leverage strategy, as all transferred-in leverage accounts are subject to new leverage account guidelines. This requirement applies to clients who are new to Investia, as well as new Representatives to Investia with existing leverage accounts that are to be transferred into Investia. Representatives must seek prior approval for any leveraged account before transferring it to Investia. Investia reserves the right to reverse any transfer processed without prior approval. The following documents must be provided for transferred-in leverage accounts:

• NCAF or new KYC Update, the latter applying to existing clients only;

• Completed LARF signed and dated by the client and Representative;

• Copy of the original loan application, if available;

• Other supporting documentation (i.e. proof of income, proof of real estate, support for other assets owned or owed liabilities, or any other relevant documentation); and

• If applicable, new investment instructions. In the case where a Representative and supervisory staff deem the transferred-in leverage strategy to be unsuitable, the Representative must indicate the course of action they intend to take to ensure the client’s understanding and comfort to maintain the strategy, including holdings are suitable on a go-forward basis.



IV. Leverage Suitability Criteria The following suitability criteria will trigger a more in-depth review of the leverage recommendation and may lead to the leverage proposal being declined:

• A client who is 60+ in years of age;

• Loan amount(s) exceeds 30% of the client’s stated net worth (“LNWR”);

• Debt service ratio exceeds 35% (“DSR”);

• A client with “limited” investment knowledge;

• A client with a “low to moderate” or “low” risk profile;

• A client with a “fixed income” or “safety” asset allocation;

• A client with a time horizon of 7 years or less;

• A client with relatively low income compared to the loan amount;

• A client who is unemployed, retired or has an unstable income.

The following must be considered for each leveraged account prior to approval: • If both the DSR and LNWR exceed Investia’s criteria, the leveraged loan will not be approved; • If the client has a “low to moderate” or “low” risk profile, the leveraged loan will not be approved; • If the client has “limited” investment knowledge, the leveraged loan will not be approved; • If the client’s time horizon 7 years or less, the leveraged loan will not be approved; • Review by the ACCO or CCO is required for the following:

- Client is 60+ years of age; - LNWR exceeds 30%; and - DSR exceeds 35%.

In all cases where a guideline has been exceeded, a detailed rationale must be provided to explain why it may still be suitable for the client. Without a detailed and acceptable rationale, the leveraging strategy will not be approved. Additional Suitability Criteria: Leveraging strategies should not require clients to:

• Rely on the growth of mutual funds or distributions from their investment holdings in the account to make payments on the leveraged loan; and

• Make withdrawals from registered investments to make payments on their leveraged loan. It is equally important, when recommending a leverage strategy, that proper and adequate scenarios are presented to clients relevant to various market conditions and investment performance. Poor market conditions result in some clients experiencing an increase in borrowing costs, reduction in investment returns and a decrease in the value of leveraged portfolios. A consistent annual leverage review process is essential to ascertain the continued suitability of a leveraging strategy. Having current LARFs completed and signed on file will be instrumental in supporting the continuation of the leveraging strategy. Where suitability issues are identified, there will be an opportunity for the Representative and the client to explore options together and document the agreed upon course of action.

As part of the leverage review, for instances where the strategy is employing the return of capital funds, the CBM/PBM will assess the likelihood that the strategy will benefit the client given the potential risk factors and also confirm that the Representative confirmed with the client that he/she understands the following:

a) Erosion of investment value due to the return of capital distributions resulting in a shortfall between the investment value and outstanding loan amount;

b) Tax liability resulting from reduction in adjusted cost base of the investment; c) Deductibility of interest costs where distributions are not reinvested; and d) Sustainability of distribution considering payout rate and fund returns.



General Guidelines for Completing the LARF • Household goods/chattels are generally not permitted to help a client qualify for a leverage account.

For example, televisions, furniture, exercise equipment, and other general household goods are not considered assets on a leverage application. A possible exception to this rule would be if a client has a valuable item or collection. An example of this would be a fine art collection, gold collection, or antiques. For any valuable item that a client includes on the leverage application, the client must provide evidence of appraisal.

• The inclusion of the Present Value (“PV”) of a Defined Benefit/Contribution Pension Plan (“DBPP” or “DCPP”) as an asset on the LARF is generally not permitted. The Regulators have cautioned Dealers and Representatives about including the PV of a DBPP or DCPP as an asset when calculating a client’s Net Worth to assess suitability of leveraging. The main arguments presented are that no actual amount has been received by the client today and that a pension plan is intended for future cash flow at retirement and therefore should not be listed as an asset today. Additionally, the valuation process used to calculate the PV has come under heavy scrutiny from the Regulators and courts when handling client complaints. It is worth noting on the LARF that clients have other valued assets such as a DBPP or DCPP that would be accessible upon retirement as added cash flow. However, the current transfer value could be considered as an asset on the LARF conditional on a statement from the pension administrator as a supporting document to confirm the current transfer amount.

• The inclusion of a life insurance policy as an asset is generally not permitted. Similar to the above

rationale above for PV of a DBPP or DCPP, it represents an amount not yet received by the client today. What would be worth noting on the LARF is the current cash surrender value of a policy. Again, supporting documentation from the underwriter would be required to support the amount being included on the LARF.

• The inclusion or commingling of a client’s corporation is generally not permitted. If the corporation

assets are to be considered, so must the liabilities and all items must be confirmed by way of supporting corporate financial documents. Additionally, only personal corporations owned solely or jointly by a spouse would be considered for conclusion upon receipt of supporting documentation confirming such ownership.

• Important: If a property is jointly owned with a spouse/individual, only 50% of the property value should

be included on the LARF. Similarly, jointly owned liabilities should also be accounted for at 50% with the monthly mortgage payment accounting for 100% on the LARF.

V. Ongoing Leverage Review Procedures As part of the ongoing monitoring and supervision of leveraged accounts, for all clients who do not exceed any leveraging suitability guidelines, a LARF must be completed, at a minimum, once every three (3) years, or earlier if there is a material change in the client’s financial circumstances. If one (1) or more leverage guidelines have been exceeded, a LARF must be completed on an annual basis. This is required to assist Representatives in ensuring that a client’s leveraging strategy remains suitable and on track by allowing for more detailed monitoring of their financial circumstances. Annual Leverage Review Requirement A LARF must be completed on an annual basis for all clients who meet or exceed any one or more of the following leverage suitability criteria:

• LNW is > 30%; or

• DSR is > 35%; or

• Client is older than 60; or

• Client has less than “moderate” investment knowledge.



When performing the required leverage review, Representatives must complete the LARF to evidence their review. The LARF also requires BM review and approval at the time of completion. All LARFs must be maintained in the client’s file and forwarded to the imaging system. They must also be readily available for review during scheduled branch reviews. At the time of leverage review, any and all significant material changes must be updated on the account using the LARF & KYC Update Form. Upon approval, the Univeris “Loans/Collateral” section must be updated by the PBM/CBM to reflect the current loan status, balance outstanding, monthly payment and any other information that may have changed. As best business practice, a note should be recorded under the “Communications/Notes” of Univeris stating: “Annual LARF completed with the client on (date), no guidelines exceeded”. If any guidelines are exceeded, it should be recorded as such in this section of Univeris, and a review of the LARF should be made on an annual basis with the client, as required. Annual LARF reviews do not require tier-2 approval regardless of whether any guidelines are exceeded. The exception may be a producing Branch Manager’s annual LARF to be reviewed and approved by the designated Investia Compliance staff member. Exceptions: Completion of the ongoing LARF is not required for:

• Accounts with an RSP or TFSA loan amount less than $50,000 and/or a repayment term within 2 years (24 months).

VI. Additional Leverage Information Flagging Leverage Accounts on Univeris All leveraged accounts must be flagged on Univeris, including accounts where clients have invested proceeds from a HELOC, personal LOC, or any other LOC. Additionally, the loan details must be recorded in the “Loans/Collateral” section and must be attached to the specific leveraged plan. The following mandatory fields must be completed:

• Type

• Financial Institution

• Loan / Collateral #

• Status

• LARF on file

• Completion Date - LARF

• Start Date

• Payment Frequency

• Payment Amount

• Balance

• LARF cycle (1 yr-3 yrs)

• Review Date - LARF

• Term (months)

• Collateral Amount

• Rate

• Loan amount

NOTE: This should be completed for all leverage accounts, including HELOC, personal LOC, and any other LOC. Leveraged accounts with a collateral required by the lender are not allowed in nominee accounts.



Sales Communications Regarding Leverage Any sales communication relating to leveraging is subject to specified guidelines, as set out in MFDA MSN-0070. Specifically, it should not:

• Suggest that leverage is appropriate for all clients;

• Promise clients that “mortgage will be tax deductible”;

• Recommend the use of borrowed funds with “no additional risk”;

• Project or presume unrealistic returns or feature overly optimistic examples;

• Promise returns; and

• Failure to provide adequate disclosure of downside risk or potential negative returns. Pursuant to MSN-0070, where an Investia Representative becomes aware that a client has received misleading information regarding leverage through some other source, the Representative must take steps to make the client aware of the risks involved in borrowing to invest. Additionally, the client must be provided with a balanced presentation of available options and the risks associated with the use of leverage must be clearly disclosed. Client concerns often arise because of the client’s failure to fully understand certain key considerations before borrowing money to invest such as:

• The strategy should only be used by individuals that are comfortable with the general risks associated with leveraging;

• The value of the leveraged portfolio may fall below the value of the loan;

• There is magnification of the investment risk where a leverage strategy is used;

• Even where returns on leveraged investments are positive, interest costs may exceed the returns received;

• Whether the investment returns are positive or negative, clients must still pay back the loan plus agreed interest;

• The clients may be forced to realize losses as a result of the terms of secured loans;

• Any loans secured against a client’s home can put the client’s equity interest in the home at risk;

• If a client is relying on investment returns to cover borrowing costs and the investment falls in value, the client could default on the loan if they do not have adequate liquid net worth; and

• A leverage strategy is not necessarily suitable simply because it is being used as a means to take advantage of tax deductions. There is specific tax legislation governing the deductibility of interest and, if the conditions are not complied with, it may lead to a reassessment by the CRA.

NOTE: Any sales communication, including those previously approved, which is not consistent with MSN-0070, is no longer considered approved and cannot be used. Leverage Disclosure At time of account opening, a standard Leverage Disclosure Document must be provided to all clients whether or not they have leveraged accounts. Therefore, Investia has included the Leverage Disclosure Information within Investia’s Statement of Disclosure (“SOD”). If in the future, the Representative becomes aware that the client does intend to borrow to buy mutual funds or has used borrowed funds without previously disclosing it, the Representative must have the client complete a LARF and follow the new leverage procedures. RSP and TFSA Loans $50K and less Compliance preapproval and the LARF is not required on RSP/TFSA loans less than $50K if the client has signed a NCAF acknowledging receipt of Investia’s Statement of Disclosure. Additionally, the Representative is not required to input loan details in the “Loans/Collateral” section on Univeris. However, the Representative is required to make note of the RSP/TFSA loan information in the “Plan/Details/Notes” section of Univeris.



RSP and TFSA Loans greater than $50K For RSP/TFSA loans greater than $50K, compliance preapproval and the LARF is not required if the loan is to be repaid within 2 years. If an RSP/TFSA loan is greater than $50K and amortized longer than 2 years, it must go through the same two-tier leverage pre-approval process as investment loans to ensure suitability. The “Loans/Collateral” section on Univeris will be updated by the CBM/RBM or CO upon receipt of approval by the designated Investia Compliance staff. Lines of Credit (“LOC”) Investments using the proceeds from Home Equity LOCs (“HELOC”) or any other personal lines of credit are considered borrowed funds and, as such, are subject to Investia’s leveraging policies. Additionally, details of the actual borrowed amount against the LOC must be recorded in the “Loans/Collateral” section on Univeris. Loan Rewrites Loan rewrites that do not increase the current outstanding loan balance will not be required to go through the full two-tier leverage suitability review and approval process. However, Representatives are required to complete the LARF at the time of the rewrite, which must be submitted to their PBM or CBM for their review and approval.

Exit Strategies It is Investia’s policy not to retain leveraged investments after a client has reached the age of 70. With this in mind, Representatives are expected to develop an exit strategy with these clients after a client has reached the age of 60. The progress of each planned exit strategy is to be assessed each year by the Representative and is subject to review by your Producing Branch Manager and/or Corporate Branch Manager. Representatives are required to keep notes of these annual discussions with clients and to highlight the amount of the outstanding loan in the client file. Exceptions Exceptions to the policy are generally not permitted and can only be approved by senior management.



Chapter 8 – Complaint Handling

I. Introduction Investia will ensure that any complaint it receives will be investigated promptly, thoroughly and fairly and in accordance with the policies and procedures herein prescribed. A “complaint” shall be deemed to mean any written or verbal expression or statement, including electronic correspondence, of a client, former client, or any person with written authorization4 to act on behalf of a client, alleging a grievance involving the conduct, business or affairs of Investia or any of its employees or Representatives. Complaints may be either service related5 or securities related6 in nature. Irrespective of its type, however, a complaint should include at least one of the following three (3) elements:

• A specific complaint about Investia and/or its employee(s) or Representative(s);

• Potential damages or actual damages suffered by the client; or

• Request for corrective measures.

For greater certainty, errors that Investia has accepted to correct are not considered complaints unless repetition or recurrence causes grievances to the client. Verbal Complaints Where Investia receives a verbal complaint, it may request from the complainant(s) that the complaint, and any related additional information, be documented in writing. Where the complainant(s) decline(s) to do so, however, Investia is obliged to proceed with a thorough investigation of the complaint. Complaints From Non-Clients Complaints from non-clients alleging violations defined herein will be handled by Investia in accordance with its complaint handling policies and procedures. In such cases, Investia is entitled to consider the absence of an account relationship in making its substantive response. In certain situations, the non-client may be under the mistaken belief that they are a client of Investia. Notwithstanding the error in this assumption, there may be factual situations where it would be reasonable for the non-client to believe they are an Investia client.

4 Where another person acts on behalf of a complainant, Investia shall seek appropriate and authentic documentation of the client’s authorization before dealing with the individual. This is to ensure adequate privacy protection of client account information and to make certain that the wishes of the complainant are being followed.

5 Service related complaints are those which are founded on customer service issues and which are not the subject of: (i) any legislation or law concerning mutual funds or securities of any jurisdiction, inside or outside of Canada; or (ii) by-laws, rules, regulations, rulings or policies of any securities or financial services regulatory or self-regulatory organization in any jurisdiction, inside or outside of Canada.

6 Securities related complaints are those complaints concerning: (i) any matter related to mutual funds or other securities; (ii) any matter relating to the handling of client accounts or dealings with clients; (iii) any matter that is the subject of any legislation or law concerning mutual funds or securities of any jurisdiction, inside or outside of Canada; or (iv) any matter that is the subject of by-laws, rules, regulations, rulings or policies of any securities or financial services regulatory or self-regulatory organization in any jurisdiction, inside or outside of Canada.



Complaints or inquiries on the resolution of a complaint may be addressed to: Director/ACCO, Advisor Audits & Complaints

Investia Financial Services Inc. 6700 Pierre-Bertrand Blvd., Suite 300

Quebec City, QC G2J 0B4 Email: [email protected]

A written letter of complaint must include:

• Name of the person(s) subject to the complaint;

• Affected account number(s);

• Nature of the complaint;

• Dates on which any relevant issues transpired; and

• Desired outcome.

II. Duty to Assess All Complaints Investia has a duty to engage in adequate and reasonable assessment of all complaints. All complaints are subject to the general complaint handling requirements outlined in Section VI of this chapter. Certain complaints are subject to the additional complaint handling requirements prescribed in Section IX of this chapter, as reasonably assessed and adjudged by Investia’s compliance staff. All securities-related complaints, including complaints from non-clients in respect of their own affairs, in any way alleging or relating to the following must be dealt with in accordance with Section IX Additional Complaint Handling Requirements:

• A breach of client confidentiality;

• Unsuitable investments or leveraging recommendations relating to Investia business;

• Theft, fraud, misappropriation or misuse of funds or securities, forgery, money laundering, market manipulation, insider trading, misrepresentation or unauthorized trading;

• Engaging in securities-related business outside of Investia;

• Engaging in an undeclared or unapproved occupation outside of Investia;

• Personal financial dealing with a client; and/or

• Any other matter that reasonably requires the application of additional complaint handling requirements.

Where Investia determines that a complaint does not meet any of the above criteria (i.e. a service-related complaint), the complaint must be handled fairly and promptly, but may be concluded through an informal or administrative resolution. In the event of such determination, and where a complaint subject to informal or administrative resolution is received in writing, Investia is obliged to provide its response in writing. Investia’s obligation to handle complaints in accordance with its policies and procedures is not altered when a complainant engages legal counsel in the complaint process and where no litigation has commenced. Where litigation has been initiated by the complainant, Investia participates in the litigation process in a timely manner in accordance with the rules of procedure of the applicable jurisdiction and refrains from acting in any prejudicial manner.

III. Investia Assistance in Documenting Verbal Complaints In accordance with the provisions of the Accessibility for Ontarians with Disabilities Act, 2005 (the “AODA”), Investia is prepared to assist complainants in documenting verbal complaints where it is apparent that such assistance is required.




IV. Client Access At the time of account opening, Investia must provide to new clients a Client Complaint Information Form (“CCIF”), a copy of which is contained within the SOD. The CCIF describes complaint escalation options, including complaining to the Ombudsman for Banking Services and Investments and/or complaining to the MFDA. A standalone copy of the CCIF must also be presented to complainants at the time of the complaint, which evidence will be maintained within the respective complaint file.

V. Prompt Handling of Complaints Investia will address complaints and provide its substantive response within the period expected of a dealer acting diligently in the circumstances. The period may vary depending on the complexity of the matter, but in most cases Investia will have determined its substantive response and notified the complainant(s) in writing within ninety (90) days of receipt of the complaint. If the complainant fails to cooperate during the complaint resolution process, or if the matter requires an extensive amount of fact-finding or complex legal analysis, time frames for the substantive response may require extension. In cases where a substantive response will not be provided within the intended ninety (90) days, Investia will advise the complainants as such, provide an explanation for the delay and offer its best estimate of additional time required for delivery of the substantive response. The complainants are not required to accept Investia’s substantive response. Where Investia has communicated its substantive response to the complainants, Investia will continue to proactively address further communications from the complainants in a prompt manner until no further action is required on its part.

VI. General Complaint Handling Requirements – Head Office 1. Upon receipt of a written complaint or a verbal allegation of misconduct, Investia’s Compliance Department

will immediately record the complaint in its complaint log. 2. If applicable, Investia shall report the complaint on the MFDA Member Event Tracking System (“METS”)7. 3. All verbal or written complaints will be reviewed by a Complaints Officer. Individuals that are the subject of

the complaints, as well as their supervisors or PBMs/CBMs, will be notified of Investia’s receipt of a complaint as well as the outcome of the ensuing investigation.

4. Upon receipt of a verbal allegation of misconduct, Investia will promptly undertake a preliminary investigation to determine whether the allegation may have merit and meets the definition of a complaint as described above. Where a preliminary investigation of a verbal expression of dissatisfaction has been performed and Investia determines that:

a) There is evidence to suggest that a verbal allegation of misconduct may have merit, it will be treated in the same manner as a recorded expression of dissatisfaction. In accordance with normal investigative processes, Investia may request that the complainant submit a written outline of the complaints. In any event, an acknowledgement letter will be sent to the complainant within five (5) business days, whether or not the written complaint is received.

b) The nature of the complaint is unclear or there is no evidence to indicate that the complaint has merit, Investia will request that the client submit a written outline of the complaint. Where the client:

i. Documents and submits the complaint in recorded form, the complaint will be treated in the same manner as if it had originally been submitted as a recorded expression of dissatisfaction;

ii. Fails to document and submit the complaint in recorded form, Investia may exercise its professional judgment and terminate its investigation of the complaint.

7 Pursuant to MFDA Policy No. 6, securities related verbal and written complaints are reportable by Investia to the MFDA at the allegation stage. Certain verbal complaints of a service related nature, with the exception of suitability complaints, are not reportable on METS.



5. Representatives must report to Investia any complaint they have received within two (2) business days. Representatives are also required to provide Investia with other information relevant to the complaint as requested.

6. Investia’s Compliance Staff will inform senior management of all logged complaints within at least a 60-day period. Internal procedures and practices will be reviewed where frequent and repetitive complaints made with respect to the same matter or against the same individual are detected, and the CCO will make recommendations to the appropriate management level to remedy any such systemic or recurring matters.

7. Follow-up and supporting documentation for all complaints are housed in a central location along with a consolidated log of complaints.

8. Where the events relating to a complaint took place in part at another dealer, Investia, its employees and Representatives will cooperate with other dealers in the sharing of information necessary to address the complaint.

VII. General Complaint Handling Requirements – Representatives In the event that a Representative receives a complaint directly from a client, they must adhere to the following imperatives:

• All complaints must be brought to the attention of the CCO and/or the ACCO of Complaints within two (2) business days of receipt.

• Representatives must send a copy of the client file, including all client notes, to Head Office.

• Representatives must contact the E&O provider to notify them of the complaint. It is the responsibility of the Representative to update the E&O insurer throughout the complaint-handling process.

• Records of all documentation and notes relating to a client complaint must be kept at the branch/sub-branch level and at Head Office. The branch/sub-branch must maintain a complaint log, reflective of the following information:

o Date of the complaint; o Complainant’s name; o Name of the Representative who is identified in the complaint; o Security or services which are the subject of the complaint; and o Date and conclusions of the decision rendered in connection with the complaint.

• Head Office must be notified of all developments relating to the complaint.

• Head Office Compliance expects the Representative to cooperate throughout the complaint-handling process to ensure efficient resolution.

VIII. Settlement Agreements No Representative shall, without the prior written consent of Investia, enter into any settlement agreement with, pay any compensation to or make any restitution to a client. Neither Investia nor its Representatives will impose confidentiality restrictions on clients or a requirement to withdraw a complaint with respect to the MFDA or a provincial securities commission, regulatory authority, law enforcement agency, SRO, stock exchange or other trading market as part of a resolution of a dispute or otherwise.

IX. Additional Complaint Handling Requirements Investia’s procedures for handling complaints that are subject to additional complaint handling imperatives include: 1. Initial Response: An initial written response letter will be sent to the complainant(s) generally within five (5)

business days of receipt of the complaint. If a complaint can be concluded in less than five (5) business days, then an initial response letter is not necessary. Examples of complaints that generally fall into this category involve:

• Non-disclosure of fees;

• Non-disclosure of DSC penalties;

• Delay in transfer of accounts; and



• Failure to follow trading instructions.

To the extent that an initial response letter is required, it shall include the following information:

• A written acknowledgement of the complaint;

• A request to the complainant for any additional reasonable information required to resolve the complaint;

• The name, title and contact coordinates of the Investia Complaints Officer handling the complaint;

• A statement indicating that the complainant(s) should contact the Complaints Officer handling the complaint if they wish to inquire about the status of the complaint;

• A summary of Investia’s internal complaint handling process, including general timelines for providing Investia’s response to complaints and a statement advising clients that each province and territory has a time limit for taking legal action; and

• A reference to an attached copy of the CCIF, and a reference to the fact that the CCIF contains information about the applicable limitation periods.

2. Substantive Response: Investia will provide a written substantive response to the complainant(s), such as a

fair offer to resolve the complaint or a denial of the complaint with reasons, generally within ninety (90) days of receipt of the complaint. The level of detail of the substantive response will depend on the nature of the complaint. Where Investia offers to the complainant(s) reimbursement of the requested relief, a simple offer may suffice. Where, however, Investia denies the relief requested by the complainant(s), the substantive response will detail the reasons for denial. At a minimum, however, the substantive response will comprise the following:

• An outline of the complaint;

• Investia’s substantive decision on the complaint, and in the event of a denial, reasons for the decision; and

• A reminder to the complainant(s) that they have the right to consider: i. Presenting the complaint to the Ombudsman for Banking Services and Investments, which

will consider complaints brought to it within six (6) months of the substantive response letter;

ii. Making such a complaint to the MFDA; and/or iii. Litigation/civil action.

X. Supervisory Investigations Through its supervisory personnel, Investia monitors all information that it receives from both internal and external sources regarding potential breaches of applicable requirements on its part and that of its current and former Representatives which raise the possibility of risk to Investia, its clients and other investors. Applicable requirements include MFDA By-laws, Rules and Policies, other applicable legal and regulatory requirements and Investia’s related internal policies and procedures. For purposes of clarity, where the information is received by way of a client complaint, Investia’s supervisory duty exceeds addressing the relief sought by the complainant(s) and extends to a consideration of general risk to Investia, its Representatives and clients. The duty to deal with the supervisory aspects of the matter continues when a complainant purports to withdraw the complaint or indicates satisfaction with the result of Investia’s complaint handling. Investia will take reasonable supervisory action in relation to such information, the extent of which will in part depend on the severity of the allegation and complexity of the issues. In all cases, Investia will track such information and note trends in risk, including those related to specific Representatives or branches/sub-branches, subject matter, product types, procedures and cases, and take necessary action in response to those trends as appropriate.



The investigation will be sufficiently detailed and will entail all reasonable steps to ascertain the potential occurrence of the activity, specifically:

a) Interviewing or otherwise communicating with individuals such as:

• The individuals of concern;

• Related supervisory staff;

• Other branch/sub-branch staff;

• Head office personnel;

• The client(s) or other external individuals who brought the information to Investia’s attention; or

• Other clients who may have been impacted by the activity. b) Conducting a review of the branch or sub-branch; c) Reviewing documentation, such as:

• Representative(s)’s files relating to Investia business; or

• Files and other documents in Investia’s custody or control that relate to outside business, where there is a reasonable possibility that such information is relevant to the investigation. Investia has the right to require such information to meet its supervisory responsibilities, and Representatives have an obligation to adhere to such requests.

XI. Record Retention The following list sets out the type of information regarding a complaint that Investia maintain in its consolidated complaint log:

• The complainant(s)’s name(s);

• The date of the complaint;

• The nature of the complaint;

• The name of the individual who is the subject of the complaint;

• The product or services which are the subject of the complaint; and

• The date and conclusions of the decision rendered in connection with the complaint. Investia will also maintain records of documents associated with their complaint-handling activity, either at Head Office or at a branch or sub-branch office, provided the information is accessible in a timely manner. These records will be maintained for seven (7) years from the creation of the record and will include the materials reviewed in the investigation and the name, titles, and date individuals were interviewed for the investigation, if applicable.



Chapter 9 – Conflicts of Interest

I. General Clients' interests must at all times take priority over the interests of their Representatives, Investia, and its officers, directors, employees, PBMs and CBMs. It is essential that the highest standards of personal integrity, honesty and good faith be observed in conducting business with clients. MFDA Rule 2.1.4 clarifies the role of Representatives in the management of conflicts of interest. Representatives play an important role in ensuring that conflicts are properly managed when dealing with clients. Therefore, it is important that Representatives notify Investia when a potential conflict of interest is identified and support Investia in taking the appropriate action to ensure that the conflict is addressed in the best interests of the client. MFDA Rule 2.1.4 is intended to function as a rule of general application with respect to the treatment of conflicts. It is meant to provide Investia and Representatives with a broad principle under which specific standards are to be created to manage and resolve conflicts, whether real or perceived. It is important to note that there are two distinct aspects to MFDA Rule 2.1.4. There is a requirement that prior Investia approved written disclosure be provided to clients regarding potential conflicts that have been identified. There is also an obligation to address the conflict by the exercise of responsible business judgment, influenced only by the best interests of the client. Investia approved written disclosure must be provided in all cases where there is a reasonable likelihood that a client would consider the conflict important when entering into a proposed transaction. Investia expects that Representatives and employees will avoid any activity, interest or association that might interfere, or appear to interfere, with the best interests of clients, Investia, and the public. A conflict may arise when a Representative, officer, director, or employee takes action or has an interest that may make it difficult to perform their own work objectively and effectively. Conflicts of interest may also exist in circumstances where the actions or activities of the Representative, officer, director, or employee may result in, or give the appearance of, an undisclosed personal gain or advantage to the individual, improper gain or advantage to a third party, an ability to exert undue influence over others or an unnecessarily adverse effect on clients. It is not feasible to present a list of all situations to which Rule 2.1.4 applies. The purpose of this section is to identify certain situations in which the rule has a particular application in order that potential conflicts of interest may be avoided. The following highlights situations in which conflicts of interest may exist:

• Personal investments;

• Corporate opportunities;

• Business affiliations;

• Activities outside of Investia;

• Industry and civic activities;

• Business entertainment and gifts;

• Gratuities;

• Confidential information;

• Fair dealing and integrity;

• Accounting controls;

• Discrimination and harassment;

• Reporting of any illegal or unethical behaviour;

• Accepting appointments of and/or acting as POA, Executor or Trustee on behalf of clients; and/or

• Positions of authority or influence.



A Representative shall immediately disclose to their designated PBM or CBM and to Head Office Compliance full and complete details if they are in, or could reasonably be perceived to be in, a conflict of interest position not previously disclosed. If it is determined that a Representative is in a conflict of interest position, Investia will require all individuals affected by the conflict to be contacted in writing and for appropriate action be taken to address, mitigate or remove the conflict prior to the provision of further transactions or services. If such a conflict or potential conflict of interest occurs, Investia will assume the role of informing the affected client of the actual or perceived conflict of interest situation. Notification to the client will be tailored to the situation to ensure that the client understands the nature and scope of all the potential conflicts involved. For example, a potential conflict of interest may arise in a situation where a Representative refers a client for tax preparation services to a company in which the Representative has an ownership interest. In some cases, a general disclosure to clients at the point of sale, service, or referral may suffice. In other cases, ongoing disclosure, or disclosure specifically related to the timing of a transaction, service or referral, may be required. In the event that an officer or director of Investia is in a potential conflict of interest position, or is perceived to be in conflict, full and immediate disclosure must be made to the Industrial Alliance Legal Department. Conflicts Related to Outside Activities (“OA”) MFDA regulation prohibits involvement in an OA without prior review and approval from Head Office Compliance. Investia is responsible to review all OAs to identify and manage any actual or potential conflicts of interest and has an ongoing obligation to supervise the activity to prevent any such occurrences. This would include consideration of compensation to be paid under the arrangement, the nature of the relationship between the Representative and the outside entity, and any other potential conflicts that are identified. If any conflict cannot be properly managed in accordance with Rule 2.1.4, the OA shall not be permitted. Please refer to Chapter 2, Section III for additional information on OA.

II. Business Promotion Items and Activities Mutual fund companies and other approved products issuers may provide Representatives with non-monetary benefits of a promotional nature and of minimal value. However, these non-monetary benefits must not improperly influence the investment advice given by Representatives to their clients.

The chart below represents the limit amount8 which can be received from an issuer9 in a year:

Activity/Item Limit per Activity/Item Limit per Year

Business Promotion Activity10 $250 $1,800

Business Promotion Item11 $100 $1,800

Aggregate Limit (Activity and Item) $350 $1,800

There is an aggregate limit of $5,000 for activities and items provided by different issuers. Examples of permitted business promotion activities and items: dinner, round of golf, tickets to sporting events, pens, calendars, t-shirts, hats, coffee mugs, paperweights, golf balls. The requirement is that the activity/item must be of a promotional nature and reasonable nominal value.

8 The determination of the value of the item/activity is based on the comparison with a similar item/activity available in the market. Amounts include all taxes, fees and gratuities. 9 Issuers refer to mutual fund companies or any financial entities distributing their products, including entities with referral arrangements. 10 A representative of the issuer must be present at the event. Amounts include all taxes, gratuities and guest costs. 11 The item must be branded with the issuer’s name or logo.



Examples of non-permitted business promotion activities and items: attendance at sporting events in corporate boxes or during playoffs, other VIP/exclusive events, alcohol, gift baskets and electronics. Cash, cash equivalents and gift cards are not permitted. Charitable Donations Representatives may accept donations from issuers for the benefit of recognized and registered charitable organizations, up to a yearly maximum amount of $1,000. A tax receipt for deduction purposes must be issued to the charitable organization (more specifically, a cheque must be issued to the organization and not in the name of the Representative). Other considerations such as the relationship between the charity and the Representative (e.g. donation for fund raising and public recognition of the Representative) will be taken into account. Additional Considerations

o The item or activity should not be provided to someone related to the Representative (e.g. spouse, friend, business partner, etc.) to circumvent the application of the policy;

o Activities should be reasonable and should not be recurring or offered with the expectation that it will improperly influence the behaviour of the Representative;

o This policy also applies to Head Office, support and back-office employees. Reporting Requirements In order for Investia to comply with its supervisory requirements, Representatives must keep a log of promotional items/activities which includes the date, name of the issuer, name of the representative of the issuer, description of the activity/item and value of the activity/item when the value is $100 and over per item/activity. This log must be made readily available to Compliance staff upon request, and the Representatives must confirm on a yearly basis that is it up to date and complete. Representatives are also required to self-report promotional items/activities offered by issuers which are prohibited as per Investia’s policy.

III. Personal Financial Dealings In addition to the general conflict of interest requirements described in the previous section, the following provides further clarification on specific situations involving personal financial dealings with clients. Borrowing from Clients Investia does not permit Representatives to borrow from clients nor have clients provide a loan guarantee on their behalf, as this activity would create a significant and direct conflict of interest that is impossible to resolve in any acceptable manner. No circumstances exist where Representatives proposing to enter into borrowing arrangements with clients would be able to demonstrate that conflicts of interest have been properly dealt with. Lending to Clients MFDA Rule 3.2.1 specifically prohibits Representatives from lending or extending credit to clients or borrowing from any client for any reason including, but not limited to, the purchase of mutual funds. Under no circumstances may a Representative write cheques to clients or accept cheques from clients made payable directly to the Representative for securities-related business. Lending funds to or borrowing funds from a client, regardless of the term, constitutes a conflict of interest and breach of business professionalism and will result in disciplinary action and/or dismissal. Private Investment Schemes with Clients The involvement of Representatives with clients in private investment schemes results in significant and direct conflicts of interest in the Representative’s ability to exercise reasonable business judgment.



Prohibited activities include:

• Investment clubs in which the Representative and the client invest together and the Representative makes investment decisions on behalf of the club;

• Arrangements where client funds are placed into investments that are directly or indirectly managed by the Representative; and

• Co-investments by the Representative and the client in pyramid-like schemes or other questionable investments.

Personal Involvement in an Approved OA Business arrangements as a partner, shareholder, director or officer of a business owned, co-owned, or controlled by a client may be permissible in certain circumstances subject to Head Office Compliance prior review and approval and provided that Investia’s policies regarding OA are fully satisfied. Head Office Compliance will review the activity to ensure proper disclosure and controls for potential conflict of interests are in place before granting the Representative formal approval to engage in the OA. Monetary or Non-Monetary Benefits to or from Clients It is prohibited for Representatives to accept cash from clients. Non-monetary benefits such as gifts or charitable donations cannot be used to circumvent guidelines and rules. For example, they may be used by a Representative to negotiate a private monetary or non-monetary settlement aimed at concealing a breach of MFDA requirements on their behalf. Any compensation to a client for a client referral must flow through Investia. Therefore, all monetary and non-monetary benefits provided directly or indirectly to or from clients must flow through Investia. As an exception, Representatives may provide non-monetary benefits of a nominal nature to the client without notice to Investia, provided the nominal value of the benefit does not exceed $500 and is not afforded so frequently as to bring into question their continued nominal valuation. For example, if the Representative simply wishes to reimburse the client for B2B trustee fees and/or NSF cheques, these reimbursements must flow through Investia. The Representative must prepare and submit a LOD to the Operations Department requesting reimbursement of the fees (with proof of fees), at which time Investia will write a cheque payable to the client and deduct the amount from the Representative’s commissions. Commission and fee rebates must flow through the books and records of Investia. It is not permitted for Representatives to write cheques directly to clients, an investment fund company or other issuer on behalf of the client.

IV. Gifts and Gratuities

In keeping with NI 81-105, Representatives, members of their immediate family, and officers, directors, CBMs, and employees of Investia may not, directly or indirectly, take, accept or receive bonuses, fees or commissions, other than compensation paid by Investia to all such individuals. Promotional gifts, gratuities, entertainment or any other similar form of consideration may be accepted by a Representative, or given to a client by the Representative, but may not be so extensive nor so frequent as to cause a reasonable person to question whether they would improperly influence the investment advice given to a client.

V. Pre-Signed Forms Under no circumstances should an Investia Representative be holding blank or incomplete pre-signed documents (“pre-signed forms”) in client files. Some examples of pre-signed forms include, but are not limited to, blank/incomplete Order Instruction Forms or Letters of Direction, cheques, NCAF/KYC form, fund company account application forms, leverage loan application forms or the Leverage Account Review Form, or any blank/incomplete pre-signed forms indicating PBM or head office approval. A possible exception to this rule is a signed T2033 for a GIC that is maturing within the next thirty (30) days. However, in this case, the signed form must be fully complete and dated to indicate the day the Representative met with the client and that it is a standing order for a one-time future execution. Pursuant to MFDA MSN-0066, the existence of pre-signed forms in client files may be evidence that a Representative is engaging in potential discretionary trading. Under securities legislation and MFDA Rules,



Representatives are not permitted to execute discretionary trades for a client and therefore, under no circumstances will blank or incomplete pre-signed forms be tolerated. Consequently, if blank or incomplete pre-signed forms are discovered in the Representative’s client files, the following measures may be taken:

• BRP of the Representative’s branch;

• 100% client file review by a Sales Compliance Examiner or other Head Office Compliance Staff;

• A warning letter issued to the Representative and filed in their Registration folder;

• Head Office may report the findings to the MFDA via METS (their electronic filing system);

• The MFDA will most likely open an investigation file;

• Head Office may be required to issue a letter and an account statement with all transactions since inception to the Representative’s clients requesting that they confirm that all transactions were authorized by them;

• Potential close supervision requirements for a minimum of ninety (90) days, including fines; and

• Potential suspension or termination of the Representative’s registration with Investia, should there be any indication or evidence of discretionary trading.

Additionally, the client must complete the date field section of the OIF at the time of signature. For example, the date of a client’s signature should reflect the day they gave a trade instruction, and all documents completed during client meetings should match the date of notes in the client file. It is also important to ensure that the NCAF/KYC form is completed in full prior to a client signing the document. As a best practice, when requesting KYC updates from clients, it is recommended that blank forms are not mailed to clients without accompanying it with detailed instructions for completion. Under no circumstances should changes be made to a NCAF/KYC form subsequent to the client signing the document without client acknowledgement (i.e. all changes initialled by the client). NOTE: In the event the client indicates material changes to the KYC information are required, as a best practice, a new KYC document should be completed for client signature. Clients often sign blank or incomplete forms and send them to Head Office for processing, thereby resulting in a requirement for Head Office Compliance to review the potential use of pre-signed forms in the Representative’s business practices. Even in cases where there is no evidence of intent to use a pre-signed form for the purpose of discretionary trading, the existence and use of such forms are prohibited because their existence alone destroys the integrity of the audit trail for activity in the relevant client’s account. The improper use of client documentation negatively affects the credibility of the Representative’s conduct and adversely affects the reliability of the documentation. Any such misuse is unacceptable whether or not:

• It is done for the purposes of client convenience;

• The client instructs or otherwise consents to the falsifying of the document;

• The client complains or there is financial harm to the client;

• It was the Representative’s intention to deceive a client or other person;

• The document is used to commit a further breach of the rules NOTE: Representatives also must not instruct nor permit others to create, use or possess such forms. They must ensure that, in their supervision of support persons, they proactively address the issue of improper use of forms.



Escalation by Investia If a form, as described above, is found, an onsite audit of client files will be conducted for more evidence of improperly used forms and the deficiency will be escalated. A client mailing may be required to eliminate the possibility that forms were used for discretionary trading. The Representative can also expect a period of Strict Supervision for a minimum period of ninety days. The Representative will be required to pay for a client mailing and any additional supervisory functions required by Investia. Further repercussions and penalties could follow depending on the severity of the case, including termination and additional fines. Escalation by MFDA For Representatives under MFDA oversight, Investia is required to file with the regulator whenever any misuse of forms that has been detected. Representatives have faced significant penalties, including suspensions, fines, and requirements to take educational courses. Where the misuse of forms has been employed to commit further violations, this has led to additional sanctions including permanent prohibitions. Escalation by Other Regulatory Actions The misuse of forms may also result in action from provincial securities regulators through either enforcement where Terms and Conditions are being placed on the Representative’s registration and/or additional disciplinary sanctions. NOTE: The proper use of a Limited Authorization Form (“LAF”) or nominee account eliminates the “convenience to the client” rationale often used by representatives to justify their inappropriate use of trading documentation. When using a LAF, or in the case of a nominee account, it is not appropriate to sign a client’s signature on a trading form. NOTE: Representatives on Strict Supervision are required to obtain client signature for all trades submitted for preapproval; utilization of the LAF form in these cases will not be permitted. Additionally, Representatives on Strict Supervision are not permitted to provide coverage for another Representative if he or she is on leave.

Signature Falsification (MFDA MSN 0066)

Representatives are strictly prohibited from creating, processing or using Know-Your-Client- (“KYC”) forms, trade forms and cheques which have been pre-signed or on which client signatures have been falsified. Representatives may only use forms that are executed by the client after the information on the form has been properly completed. Under MFDA Rule 2.1.1 (Standard of Conduct), Representatives are obligated to deal fairly, honestly and in good faith with their clients and observe high standards of ethics and conduct in the transaction of business.

Examples of signature falsification identified in MFDA Hearing Panel decisions include, but are not limited to the following:

• Having a client sign a form which is blank or only partially completed (“A Pre-Signed Form”);

• Having a client sign multiple forms for the use in future trading;

• Signing a client’s name to a document;

• Cutting, and pasting, photocopying or using liquid paper on a document to “re-use” a previous signature;

• Altering or correcting any information on a signed document, without the client initialing the document to show the change was approved;

• Reproducing client initials beside changes made to a document where the client forgot to initial;

• Using liquid paper to white out old instructions and write in new instructions on a signed client form;

• Receiving client instructions over the phone or by email and signing the client’s signature on an account form to carry out the instructions; and

• Photocopying a previously submitted form and altering the trade details in order to process a new trade.



In addition, Representatives must not instruct or permit others (i.e. Licensed Assistants or administrative staff) to engage in signature falsification. Representatives should in their supervision of administrative support staff proactively address the issue of signature falsification and take steps to ensure it does not occur. If the event of any type of signature falsification/alternation occurs on client documentation, the Representative will face compliance or regulatory disciplinary actions.

VI. Standing Order Instructions If the Representative does not have a LAF authorized by the client and their business practice is to obtain standing order instructions from clients for trades in advance of the date that they are processed, i.e. a GIC maturing in the near future, the Representative must obtain complete, signed and dated trade instructions during the client meeting. Detailed notes to reflect the client’s intentions must be maintained in the client’s file. The only time Representatives may accept post-dated cheques is when proper standing trade instructions exist. The post-dated cheque must be processed as per the client instructions. NOTE: If the intended date of processing is not known, the Representative must include an explanation and the anticipated trade date in the notes section of the Order Instruction Form. Additionally, if the dollar ($) amount of the trade is not known, the Representative should use the percentage (%) amount. Standing order instructions must not be accepted more than 60 days in advance of the intended trade being placed. Representatives will be held accountable for any losses associated with holding and missing any intended trade date. As a best practice, if more than 30 days have passed since the standing order instructions were received, the Representatives should reconfirm the client’s instructions by phone or email prior to proceeding with the previously authorized trades. Representatives should also document that client contact follow up on the Order Instruction Form.

VII. Acting Outside Scope of Registration Representatives are prohibited from engaging in the following activities:

• A Representative shall not make any representations that they will resell, repurchase or refund all or any part of the purchase price of any mutual fund unless the mutual fund carries such a right or obligation and is apart from rebating any portion of a deferred sales commission.

• A Representative shall not make any representation as to the future value or price of any mutual fund.

• A Representative shall not make any representation as to guaranteeing client losses and/or gains.

• A Representative shall not provide advice to any client or prospective client with respect to any product included in the definition of “Security” under the Securities Act except for approved mutual funds and exempt products for which he/she is appropriately registered to sell.

VIII. Churning Churning is defined as any practice whereby a Representative recommends a trade or multiple trades in a client’s account where there is little or no economic benefit for the client and where there is little or no rationale for the trades other than the generation of commissions or other benefits for the Representative. Pursuant to MFDA MSN-0065, the following represents examples of prohibited trades:

• The redemption and subsequent re-purchase of the same fund, generating a commission on the transaction for the Representative;

• The movement of money between funds in the same fund family executed as a redemption and repurchase rather than a switch, generating a commission higher than a typical switch fee;

• Rebalancing of a portfolio without adequate rationale supporting the new investment and initiating a DSC schedule.

While transactions of this nature often involve DSC funds, they may also involve FEL or other sales charge types, i.e. LSC. In some cases, money may be “parked” temporarily between redemption and repurchase by purchasing



a money market fund or no load fund, or may be left in cash for a short period to evade controls. Depending on the situation and type of sales charge, the consequences to the client may include tax implications, redemption charges, direct costs to repurchase a front-end fund or, in the case of a DSC fund, resetting the client’s DSC schedule (i.e. one DSC fund is redeemed and another DSC fund, not from the same fund family, is purchased). Such transactions may in some cases be executed using free or matured units where the client is not paying a redemption fee or using units where the DSC schedule has not yet expired and the client pays a redemption fee, which may or may not be rebated. In any case, the client’s DSC schedule is reset, which can lead to redemption fees later should the client unexpectedly require their funds. In addition, there may be tax implications in non-registered accounts and there is typically limited transparency of the commissions earned by the Representative. Transactions of this nature may only be executed if there is a valid documented reason for the trade and it is not executed simply for the purpose of increasing the Representative’s compensation. Additionally, it is the expectation of Investia that Representatives not be paid more than once on the same investment.

• A statement that the client’s DSC schedule will be reset;

• Specific details of the commissions the Representative will earn on the new trade(s); and

• Specific details of any direct costs to the client on the trade(s). Under limited circumstances, and provided that the transaction constitutes a one-time occurrence and not a trend across all clients, DSC to DSC, DSC to LSC, FEL to DSC/LSC trading is permitted. Investia describes these limited circumstances as follows:

• The product is only offered as a DSC fund;

• The client is new and transferring funds from another institution;

• An existing client wishes to transfer additional funds from another institution;

• A change to the fund manager and/or change to the fund’s objectives can be clearly demonstrated;

• It can be clearly demonstrated that there is not a comparable fund in the same fund family with similar asset allocations.

• Material changes have been made to the client KYC information, requiring changes to be made to the client’s portfolio; or

• Special circumstances to support and validate changes to the client’s account.

Please refer to the Sales Charge Restriction included in this manual for more detailed information.

In all cases, a Representative should not be paid more than once on the same investment unless the Representative can demonstrate a reason why the same proceeds have to be invested in a new fund with a redemption schedule. When a Representative invests a client in a DSC/LSC investment and is being paid a commission, it is Investia’s belief that in a typical client relationship the trailer fees earned in subsequent years provides Representatives with reasonable ongoing compensation for their investment advice. NOTE: For all of the above circumstances, the Representative must maintain notes in the client file describing the circumstance being relied upon for the trade. Additionally, the notes must include a description of why this strategy is being implemented for the particular client and that the front end/no load version of the fund was discussed with the client. Furthermore, rebalancing software cannot be used to justify DSC to DSC transactions as underlying performance is the same in the front end/no load version of the fund. To ensure client awareness of the Sales Charge Restriction and the impact of transfer activities, as well as to protect the Representative’s interests, the Fund Transfer Fee Disclosure Form, which is available on Univeris, is mandatory and requires the Representative to indicate their reasons for the transfer. The form must be completed and signed by the client prior to initiation of any transfer involving sales charge fees. The Representative must forward a copy of the form with the trade and keep a copy in the client file.



IX. Switch Fees Switch fees are permitted on front-end load funds up to a maximum amount as specified in the applicable fund’s prospectus and/or Fund Facts sheet. These types of switches are supported by and should be processed directly on Univeris. In addition, the Representative must ensure that the client has been informed of the switch fee and that adequate disclosure of the fees to be charged has been provided to the client. Evidence of this fee disclosure must be maintained in the client file. However, excessive use of switch fees will not be permitted. If such a trading pattern is identified, the Representative will be asked to demonstrate the rationale for the charge. Switch fees in deferred sales charge funds are not permitted, and as such they are not supported by Univeris. In the event the Representative wishes to charge a fee when dealing with DSC funds, approval by the CBM prior to processing the trade is required. All documents pertaining to the switch must be submitted to the CBM for review and approval. The documentation should include, but is not limited to the signed OIF with the applicable switch fee(s) appropriately disclosed and noted. Once the trades are approved by the CBM, the Representative will be notified and will be able to place the trades at that time.

X. Uniformity of KYC Uniformity is defined as KYC information (risk profile, asset allocations and time horizon) that is uniform across all or nearly all of the Representative’s client accounts. In particular, the concern is where the risk profile, objectives and time horizon for clients appear identical despite differences in age and financial situation. To comply with KYC and suitability requirements, Representatives must collect and maintain accurate and current KYC information to ensure recommendations made for any account are and continue to be suitable for the client’s asset allocations. KYC completion cannot be a one-size-fits-all approach. Accurate completion of the KYC documentation at the time of account opening or during a material change in client information allows the Representative and supervisory staff to conduct the necessary reviews to ensure that recommendations made for any account are appropriate for the client and in keeping with the asset allocations. With an increased regulatory focus on KYC uniformity and investment patterns, the Investia Compliance Department will generate a report on a semi-annual basis to conduct periodic reviews of the Representatives’ book of business. The Compliance Department will perform an analysis of client investments holdings and KYC information to identify possible trends or patterns of concern. Where patterns of KYC uniformity are identified in the Representative’s book of business, a list of impacted clients will be provided to the Representative along with the dealer’s expectation to resolve the concern(s) within a timely manner using the key recommendations outlined below. The Representative’s CBM/PBM will also be aware of the impacted clients. The key recommendations are as follows:

• Update the client’s KYC profile to accurately reflect his/her current goals/intended use of investments, risk, and asset allocation; or

• Review the client’s asset allocations and risk profile to ensure it adequately represents the client’s goals; or

• Provide sufficient documentation to support how the asset allocation, risk profile and time horizon were determined. The Representative must ensure the notes provided are adequate in explaining how the portfolio recommendations are suitable for the client.

For example: The AMF investor questionnaire was completed with the client, and the client’s daily cost of living is covered by her OAs and pension as a teacher. She reinvests her annual income payments and does not rely on these investment monies for anything as the purpose is to save for her estate/beneficiaries. The 100% equity objective is suitable for the client’s TFSA account. NOTE: Where external client investments are a significant factor in determining the KYC information and investment recommendations for the investment account, detailed notes of external investments may be



requested by Head Office Compliance. In certain circumstances and based on certain proof of value of external investments, documentation such as client statement(s) may be requested.

Should a Representative fail to address the uniformity concern within a timely manner, the PBM/CBM will escalate the issue to the Coordinator for further review.



Chapter 10 – Books, Records & Reporting

I. Requirement for Investia Books and Records Investia Representatives shall keep books, records and other documents as necessary for the proper recording of all transactions and financial affairs that are executed on behalf of clients, as well as any other books, records and documents as may be otherwise required by Investia Head Office. Such books and records shall contain at a minimum the following:

• Client notes detailing: - Who attended the meeting? - When was the meeting? (date and time)

- Where did the meeting take place? (in person, what location / on the phone) - What was discussed? - What recommendations were made? - Any fees and/or withholding taxes and/or deemed dispositions? - Any other actions resulting from the meeting?

• All written agreements (or copies thereof) entered into by the Representative relating to their business including NCAF/KYC forms, leveraging documentation, disclosure materials and agreements relating to any account, transaction or approved OA;

• All Limited Authorization Forms (“LAF”) in respect of any account, and copies of resolutions empowering an agent to act on behalf of a corporation;

• Trading instructions, which shall document for all securities: - The name of the fund(s) and/or fund code(s); - The load type of the funds, i.e. DSC, LSC, FEL; - The number of units or value of the amount to be transacted; - The client’s signature or evidence of authorization, i.e. LOD or client notes if executed under a

LAF, and the date the client signed or authorized the trade instructions; and - Name and signature of the Representative who received and accepted the trading instructions,

including date received and/or signed.

• All documentation relating to the redemption of funds to or on behalf of a client, including deposit instructions (i.e. EFT to the client’s bank account or cheque to the client);

• The accounts that are related to each other, i.e. by family, personal corporation or joint ownership;

• The time of entry or receipt, and to the extent feasible, the time of execution or cancellation; and

• If applicable, the name of the individual other than the person in whose name the account is operated, or the individual acting on behalf of a client that is a company who is placing the order.

NOTE: Pursuant to MFDA Rule 5.1, Representatives must, in general, keep such books and records, which shall contain an adequate record of each order, and of any other instruction, given or received for the purchase or sale of securities, whether executed or not. Any person preparing or maintaining books and records as a service in respect of the business of Investia or its Representatives shall do so in accordance with the requirements of MFDA Rule 5, and such books and records shall be available for review by Investia, the Representative and the MFDA during normal business hours in accordance with MFDA Rules.



II. Client Files Regulation governing the mutual fund industry requires Investia and its Representatives to keep an updated file on each client.

Minimum Required Documentation to Be Kept in the Client File:

• NCAF/KYC form;

• LAFs, if applicable;

• Copy of requests to buy, switch or redeem funds;

• A log or register of communications with clients concerning mutual funds;

• POAs, if applicable;

• Detailed notes of all conversations with the client and instructions given by the client;

• Completed LARFs and supporting documents;

• Trading documentation (including transfer forms, LODs, etc.);

• Copies of cheques;

• Copies of each Daily Deposit Reports;

• Bank deposit slips stamped by the bank or ATM slips; and

• Any other pertinent documentation. In accordance with MFDA Rule 2.1.3, all information received by Investia relating to a client or the business and affairs of a client shall be maintained in confidence by Representatives and Investia, including all Head Office staff. No information shall be disclosed to any other person or used for the advantage of Representatives of Investia without the prior written consent of the client. Furthermore, the client file must be kept separate from any other file of the same client. For example, if a Representative has clients that hold both mutual funds and insurance products, including segregated funds, the Representative must keep separate files for the two lines of business (i.e. a separate folder for mutual fund business and a separate folder for insurance business). All files must be maintained in a secure location, preferably under lock and key. Additionally, it is not permitted to comingle family accounts in the same file. For example, Representatives may maintain a family/household folder, but there should be separate files within the folder for the husband’s individual account(s), the wife’s individual account(s) and for any joint account(s). It is the Representative’s responsibility to maintain and keep client files for at least seven (7) years following an account closure. This is required to ensure that all the necessary information is available in case of any future client complaint or legal proceedings with a client.

III. Client Reporting A) Delivery of Account Statement In accordance with NI 31-103 and MFDA Rules, it is a requirement for Investia to deliver quarterly statements to all mutual fund clients who have accounts administered by Investia, regardless if there is trading activity in the client account during the applicable quarter. These statements will include all holdings and trading activity placed through Investia for the applicable quarter. Additionally, in accordance with NI 31-103, it is a requirement for Investia as an EMD Dealer to deliver a monthly statement to those clients who have trading activity in exempt market products for that month. If there is no trading activity in a specific month, it is required that each client receive a quarterly statement as noted above. NOTE: For EMD statements - systematic transactions, i.e. PACs, AWDs, SWPs and payments of distributions do not trigger a monthly statement.



Clients will receive their quarterly and/or monthly statement within the first 30 days of the end of the applicable statement period. Quarterly statements are scheduled to be mailed out in January, April, July, and October of each year.

B) Content of Account Statement Statements delivered to clients by Head Office are considered to be the official statements of Investia. Each Investia account statement will contain the following information: For nominee accounts:

• The opening balance;

• All debits and credits;

• The closing balance;

• The quantity and description of each security purchased, sold or transferred and the dates of each transaction; and

• The quantity, description and market value of each security position held for the account. For client-name accounts:

• All debits and credits;

• The quantity and description of each security purchased, sold or transferred and the dates of each transaction; and

• For systematic transactions, the date the plan was initiated, a description of the security and the initial payment amount made under the plan.

For all accounts:

• The name, address and telephone number of Investia;

• The name of the Representative(s) servicing the account, if applicable;

• The type of account;

• The account number;

• The date the statement was issued;

• The period covered by the statement;

• A summary of portfolio holdings; and

• A summary of trading activity for the specified period. NOTE: Only approved products and transactions executed by Investia may appear on the account statement. For regulatory purposes, only the quarterly statements prepared and delivered to clients by Investia via mail or through electronic statements via the Client Portal, are considered an official Dealer statement. It is important that any interim portfolio summaries sent to clients by Representatives should not in any way lead clients to believe that they represent a dealer statement.

IV. Portfolio Summaries All portfolio summaries sent to a client that may include consolidated information and/or rates of return, must meet the following standards:

• They must include a prominently displayed disclaimer that they are not official account statements of Investia and that they are supplemental to the fund company/issuer statements delivered to the client for each account with Investia;

• They must clearly identify the legal entity, i.e. the fund company or issuer at which each transaction occurred or which is holding each asset or money balance;

• They must explain that the MFDA’s Investor Protection Corporation does not necessarily apply to all positions disclosed and that the client should refer to the official Investia account statements to determine which client assets are eligible for coverage;



• They must include a statement to the effect that Investia cannot verify that the information relating to other financial service products that are not offered through or held by Investia is accurate; and

• The method used in calculating the rate of return must be explained to the client in sufficient detail and clarity to reasonably permit the client to understand the basis for the return. Therefore, any portfolio summary containing or referring to a rate of return regarding a specific account or group of accounts must include the dealer’s rate of return methodology; and

• All rates of returns must be annualized. NOTE: Statements and/or portfolio summaries, listing Investia holdings, may only be generated from Univeris. During the scheduled Policy 5 review, Investia auditors will validate that no statements/portfolio summaries generated outside of Univeris include Investia holdings.

V. Trade Confirmations Investia relies on the fund manufacturer to deliver trade confirmations to clients, with the exception of EMD transactions, which will be produced and delivered by the dealer.

VI. Hold Mail Client hold mail requests will only be granted in exceptional circumstances. Clients must submit a formal written authorization for all hold mail requests, which must include the specific reason for the request and the period that the request is to be effective. Specifically, the written authorization must state an end date to the hold mail request. Hold mail requests are valid for a maximum period of six (6) months. All hold mail requests must be approved by the CBM and/or other Head Office Compliance staff. Head Office staff will maintain a log of all hold mail requests as part of its ongoing monitoring requirements and will contact Representatives when scheduled end dates of the request are approaching. All mail held pursuant to the request must be forwarded to or retrieved by the client at the end of the hold mail term. Representatives must contact the client before the expiry of the hold mail request to confirm the client’s address to which mail should be delivered going forward again.

VII. Paperless Office The scope of the Paperless Office is to allow the disposal of source paper documents after they have been transferred to an electronic format (i.e. imaged), when performed in the ordinary course of business.

In compliance with regulatory and legislative requirements, several key conditions must be met, as detailed further in this procedure, to ensure that electronic versions of documents have the same value as source paper documents that are being destroyed. Targeted Goals:

• Increased document traceability;

• Proof of document creation date and inalterability;

• Easier access to documents by Regulators;

• Better protection for investors;

• Cost efficiency for Representatives.

IMPORTANT NOTES:

• This procedure complements other Investia policies and procedures, including those related to document retention, record keeping, imaging procedures, security of information, protection of personal information, etc., which remain applicable.



• This procedure, including any future amendments, must be adhered to by any Representative who wishes to benefit from it. The privilege may be revoked at any time, either for failure to comply or for regulatory or legislative reasons.

To operate a paperless office, the Representative must read all the documentation pertaining to the paperless office available on the Investia Advisor Centre (Paperless Office Procedure and Device Encryption Guide) and send a completed Paperless Office Request Form to Head Office. In order to operate a paperless office, the Representative must ensure that the following requirements are met:

1) You and your staff members must have read Investia’s Paperless Office Procedure; 2) Your existing and future electronic document retention procedures fully meet the Paperless Office

Procedure criteria; 3) You have tested your electronic document retention process to ensure that the format of your

documents meets the minimum requirements; 4) You keep backup copies of all your electronic documents; 5) Your insurance and segregated fund documents are kept separate from your mutual fund

documents. You understand that insurance and segregated fund documents cannot be shredded or otherwise destroyed;

6) Your computer and IT tools are encrypted and protected by passwords; 7) Emails with personal information that you send are encrypted; 8) You save your documents in a way that ensures they are retained in an unalterable format and/or

include reliable metadata such as PDF\A or TIF; 9) Your E&O plan covers breaches of privacy for information stored electronically; 10) In the event of a death or disability, you have a protocol in place to ensure the accessibility of your

documents. If you do not meet the above-mentioned criteria, you cannot operate a paperless office. Shredding or destroying documents prior to being qualified and having sent the completed Paperless Office Request Form to Head Office is strictly forbidden. An approved Representative must keep his or her documents in order following these criteria:

• Client documents must be filed by client and by plan. Joint account documents cannot be comingled. Each client should have his/her individual folder. If they have a joint plan, there should be a joint folder.

• In addition, each document must be named according to the document type, followed by the date that it was signed by the client. Example: “NCAF DD-MM-YYYY”.

Full access to your electronic files must be provided to Head Office employees (i.e. Branch Auditors, Compliance Officers, compliance review staff, etc.), either by providing access to your device or by sharing a link to your imaging system. Head Office employees must be able to review all imaged files and documents independently. All documents must be made readily available to Investia upon request, regardless of the medium on which they are stored, including after your departure from Investia, for a period of seven (7) years after file closure. For more information related to the Paperless Office Procedure, please contact Head Office at [email protected]

VIII. Access to Books and Records All books, records, documentation and other information required to be kept and maintained shall be available for review by Investia Head Office and the MFDA or other regulators. This includes all original documentation and/or client information stored electronically in a client contact management system that is maintained by the Representative. Since all such documentation and information is considered to make up part of the official books




and records of the dealer, Investia is entitled to make copies thereof and retain them for the purposes of carrying out its responsibilities under the applicable securities legislation and the By-laws or the Rules of the MFDA.

IX. Record Retention Copies of all client documentation, including client notes, either handwritten or electronic, must be kept for a minimum of seven (7) years after the relationship with the client has ended or the final service is rendered, or for any other period as determined by Investia Head Office. No files should be destroyed without prior approval from Head Office Compliance. If files are destroyed after seven (7) years, the files must be destroyed in a confidential manner in accordance with applicable legislation.

X. Disaster Recovery Policy All branch and sub-branch offices should have a disaster recovery plan that at a minimum identifies and protects against risks to technical systems and client files in the event of disaster. The recovery policy should include a plan to restore files and systems if a disaster occurs, and at a minimum, should be reviewed and tested on at least an annual basis. The primary objectives of the Disaster Recovery Policy are:

• To reduce the risk of disruption of operations or loss of information; and

• To establish a plan to restore information and operations following a disaster. Disaster recovery plans should consider the following fundamentals:

• Information is an asset. It has value to the branch and Investia, and needs to be adequately protected;

• Information resources must be available when needed; and

• Risks to information resources must be managed. Disaster recovery plans may include the following elements:

• A business impact analysis;

• Safeguards to avoid disasters, which can include protective measures such as redundancy, and fire suppression;

• Backups or offsite storage; and

• Written policy detailing branch employees’ responsibilities for implementing the disaster recovery.



Chapter 11 – Marketing Practices

I. Advertising and Sales Communications A sales communication is any and all advertising and marketing materials that will be available in the public domain or provided to the Representative’s client base en masse, including but not limited to, business cards, letterhead, fax cover sheets, brochures, pamphlets, newsletters, articles, product recommendations via mailings, signs, print advertising, electronic advertising, electronic signatures, social media and websites. All sales communications must be submitted to the Sales Practices Administrator (“SPA”) for approval prior to publication or use. General Items Adequate disclaimers must appear on all advertising and marketing materials. The Representative must contact the SPA for information regarding disclaimers for their advertising or marketing proposals. Representatives must not make any oral or written representation that a securities commission has in any way approved their registration as this can be deemed as a false endorsement of the Representative and their abilities. As such, Representatives cannot advertise the approval of their registration by the commission in any materials used in connection with a sale or by any other means whatsoever. In Quebec: It is prohibited to refer to the Autorité des marchés financiers (“AMF”) and it is forbidden to use the AMF logo.

A) Use of the Investia Name and Logo The use of the Investia Financial Services Inc. (“Investia”) name and logo must be strictly controlled and any use of Investia’s name or logo must receive approval from the SPA prior to publication or use. Communication with the Public It is imperative that for any communication with the public, the communication must not be misleading. For this reason, the prospect/client must understand that they are doing business with a mutual fund Representative registered with Investia, Mutual Fund Dealer (and Exempt Market Dealer, if applicable). This may be done in the following ways:

• Using a business card approved by Investia;

• Displaying approved Investia signage in the Representative’s business place. This sign should be easily seen when entering the office;

• Using Investia approved forms, i.e. letterhead and envelopes;

• Ensuring that all correspondence related to the Dealer’s business includes the Investia name and/or logo, and if applicable, the Representative’s approved trade name, which must be in at least equal size and prominence to Investia’s name and logo; and

• Being aware that any advertisement used in the Representative’s correspondence should be consistent with the rules and standards of the industry.

NOTE: Any non-Investia form must be approved by the SPA prior to its use.

B) Equal Size and Prominence of Trade Names In accordance with MFDA Rule 1.1.7, when approved trade names and/or logos are to be used by Representatives on stationery, advertising and marketing materials, they must also identify Investia’s legal name, Investia Financial Services Inc. in at least equal size and prominence as the trade name and/or logo of the Representative. Representatives are only permitted to use trade names that are pre-approved by Investia. No other business name, other than the corporate name of Investia Financial Services Inc. may be used on such materials or communications, unless it is for an approved OA not related to Investia’s business and it is clearly stated what products and/or services are offered through each entity.



C) Compliance Review All advertising and marketing materials that will be in the public domain must be submitted to the SPA at [email protected] or [email protected] with a lead time of at least ten (10) business days to allow sufficient time for review, comment, and change (if required). Evidence of review, approval and the date of approval by the SPA will be maintained at Head Office in the applicable Representative file. The Representative is also responsible for maintaining evidence of review, approval, and the date of approval by the SPA in their files.

D) General Requirements No Investia Representative shall issue or knowingly allow their name or Investia’s name to be used in respect of any advertisement or marketing piece which:

• Contains an untrue statement or omission of a material fact or is otherwise false or misleading, including the use of a visual image such as a photograph, sketch, drawing, logo, or graph which conveys a misleading impression;

• Contains any unjustified promise of specific results;

• Uses unrepresentative statistics to suggest unwarranted conclusions or fails to identify material assumptions upon which such conclusions are based;

• Contains any opinion or forecast of future events that is not clearly labelled as such;

• Fails to fairly present the potential risks to the client;

• Is detrimental to the interests of the public or Investia;

• Does not comply with applicable legislation or the guidelines, policies or directives of any regulatory authority having jurisdiction over Investia;

• Is inconsistent or confusing with any information provided by Investia or Representative; and

• Implies that a regulatory body has approved the content of the marketing material.

E) Disclaimers The Representative must contact the SPA for information regarding adequate disclaimers for their advertising or marketing proposals. All disclaimers must be displayed in at least 10-point font size.

F) Performance Data There are detailed and strict requirements governing the use of performance data in an advertisement, which is clearly noted in NI 81-102. Any client communication or portfolio summary generated from Univeris that contains or refers to a rate of return (“ROR”) regarding a specific product(s), account or group of accounts must be based on an annualized ROR. There must also be an explanation about the methodology used in the ROR calculation with sufficient detail and clarity to reasonably permit the client to understand the basis of the ROR. For information regarding required disclosures, please review Part 15 of NI 81-102.

G) Prohibited Representations Misleading Sales Communications NI 81-102 prohibits misleading sales communications relating to mutual funds and asset allocation services. The following list sets out some of the circumstances in which a sales communication would be considered misleading: i If it lacks explanations, qualifications, limitations or other statements necessary or appropriate to make the

statement clear to a reasonable person. ii Representation about past or future performance that is not justified under the circumstances, for example:

• Portrayal of past income, gain or growth of assets that conveys an impression of the net investment results achieved by an actual or hypothetical investment;





• Representation about security of capital or expenses associated with an investment or a representation about possible future gains or income; and

• Representation or presentation of past investment performance that implies future gains or income. iii Statement about characteristics of attributes of a mutual fund or an asset allocation service if:

• It concerns possible benefits and does not give equal prominence to any risks or associated limitations;

• It makes exaggerated or unsubstantiated claims about management skill or techniques, characteristics of the mutual fund, investment in securities issued by the fund, services offered by the fund or their respective manager, and effects of government supervision; and

• It makes unwarranted or incompletely explained comparisons to other investment vehicles or indices. iv A sales communication that quotes a third party and the quote were out of context and proper attribution

of the source were not given.

Examples of prohibited types of misleading statements on advertising and sales communication:

• Comparing performance of specific funds without including proper historical data for all funds (i.e. 1 year, 3 years, 5 years, 10 years and since inception);

• Suggestions that a particular strategy or fund is appropriate for all clients;

• A newsletter that does not indicate the date of issue and/or the period it covers;

• Advertising a mailing address that is not registered on NRD;

• Identifying the Representative’s trade name as an incorporated entity and not disclosing it to Investia; and

• Statements that promise returns, but does not provide disclosure or inadequate disclosure of the downside risk or potential negative returns.

H) Communications Regarding Leverage Client communications containing information regarding leveraging must not be misleading and must include details of the risks of borrowing to invest. Some examples of misleading communications pursuant to MSN-0070 include statements such as:

• Suggestions that leverage is appropriate for all clients;

• Promises to clients to “make your mortgage tax deductible”;

• Recommendations for the use of borrowed funds with “no additional risk”;

• Projections that presume unrealistic returns or fund distributions and/or feature overly optimistic examples; and

• Statements that promise returns but provide no disclosure or inadequate disclosure of downside risk or potential negative returns.

I) Websites MFDA Rule 2.7 requires that Representatives' websites be approved prior to being launched. Furthermore, any changes or additions to existing websites must also be approved before they can be incorporated into the live website. Websites must be submitted to the SPA with a lead time of at least ten (10) business days to allow sufficient time for review, comment, and change (if required). As part of Investia’s required review of Representative’s websites, Investia must ensure compliance with the MFDA Rules and all other applicable legislation, including the following:

• Requirement that all securities-related business as defined in MFDA By-law 1 be carried on through Investia, except as otherwise provided in MFDA Rule 1.1.1;

• Requirements with respect to dual occupations as set out in MFDA Rule 1.2, in particular, the requirement for Investia to be aware and approve all outside activities as promoted on the website;

• Disclosure on the website of the products and services that are being offered by the Representative and which entity these products and services are being offered through. This is to clarify which products and



services are the responsibility of Investia and which products and services are being carried on as an outside business activity and therefore are not the responsibility of Investia;

• Requirements with respect to trade, business or style names as described under MFDA Rule 1.1.7, and in particular the requirement to disclose Investia’s name where a trade name of a Representative is used in connection with Investia business; and

• Requirements with respect to business titles, which Investia may prohibit the use of if any disclosed business name or designation of qualifications or professional experience deceives or misleads or could reasonably be expected to deceive or mislead a client or any other person as to the proficiency or qualifications of the Representative.

Prior to requesting an in-depth review of a website, please ensure that it complies with the following:

• The full legal name, “Investia Financial Services Inc.” and/or Investia logo must be present. The Investia name/logo must be in equal size and prominence to any other approved trade name or logo used on the website and must be clearly visible on every page of the website;

• The following language, “Mutual Funds Provided Through Investia Financial Services Inc.” must be displayed in at least a 10-point font size and must be visible on every page of the website;

• The standard Investia disclaimer must be displayed in at least a 10-point font size and be visible on, or accessible from, every page of the website; and

• The Investia Investor Privacy Notice must be displayed in at least a 10-point font size and be visible on, or accessible from, every page of the website.

Disclaimers Certain disclaimers are a regulatory requirement put in place to protect the client, the Representative and the dealer. These disclaimers must either be visible on every page or have a clearly noted hyperlink on every page, which must be provided in a minimum 10-point font size. Please contact the SPA for information regarding specific disclaimer requirements. Investor Privacy Notice The Investor Privacy Notice must either be visible on every page or contain a clear hyperlink on every page, and must be provided in a minimum 10-point font size. For information regarding adequate Privacy Notice, please contact the SPA. NOTE: Investia may request that the Representative temporarily suspend their website pending resolution of noted deficiencies. Further to MFDA Rule 2.7, for Representatives who may have their names listed on websites belonging to other industry associations (i.e. CFP, Advocis, etc.), it is the opinion of the MFDA that this exercise is a form of advertising, particularly when including their mutual fund trade name. As a consequence, approval is required if the Representative is currently listed on any website that could be construed as advertising. If the Representative intends to have their name and/or trade name indicated on a third-party website, they should contact the SPA to receive preapproval.

J) Social Media and Blogs The use of social media sites and blogs for marketing and advertising is permitted by Investia. However, social media must not be used for acts that may be considered in furtherance of a trade with a client. For example, a Representative must not give trade instructions or recommendations to a specific client or the general public through the means of a social media site. If a Representative intends to use social media for the purpose of business or marketing (i.e. not personal use) and has an existing profile or intends to create a new profile on a social media site such as LinkedIn, Facebook, Twitter, or other social media platforms, the Representative must notify the SPA for prior review and approval.



All mutual fund sales communications posted on social media sites must be submitted to the SPA for review before being posted to the website. Sales communications used on social media sites and blogs will be subject to the same review process as all other sales communications. Such advertising must meet the same general requirements as sales communications used in other media, and no Representative shall issue or knowingly allow their name or Investia’s to be used in respect of any advertisement or marketing piece that contravenes the general requirements detailed in section D above. The same disclaimer and/or disclosures required with other advertising and marketing items will be required to be included on any social media sites.

II. Cooperative Marketing In accordance with NI 81-105, all cooperative marketing requests must be submitted to the SPA for review prior to them being submitted to the applicable fund companies. This includes requests for promotional items. Representatives may request up to 50% of eligible costs of those initiatives that fall within the guidelines as outlined in NI 81-105, or 100% of eligible educational costs. The primary purpose of cooperative marketing is to promote or provide educational information concerning a specific mutual fund, a specific fund family or mutual funds in general. Please contact the SPA for information regarding compliance of any proposed cooperative marketing initiative or course coverage. All cooperative marketing initiatives must be submitted to the SPA for approval prior to the commencement of the course or initiative. Please note that “Client Appreciation” events, “Business Building” and “Practice Management” courses are typically not eligible for cooperative marketing support. All cooperative marketing requests are to be submitted on applicable fund company forms. Cooperative payments must be made directly to “Investia Financial Services Inc.” and not to the Representative. Investia will then submit a payment to the Representative.

A) Request for Pre-Approval Procedure The request must be completed and signed and sent to the attention of the SPA, along with the applicable supporting documentation prior to the event or initiative taking place. Some examples of supporting documentation are:

• Proof of Registration in an approved course of study;

• Proof copy of the ad material or seminar presentation;

• Proof copy of the Invitation for an event;

• Proof copy of the Agenda for an event, and

• Copy of the Budget. NOTE: The mention “paid in part by (fund company name)” must show on the invitation to the event.

B) Reimbursement Request The applicable Fund Company reimbursement request form must be completed, signed and sent by email to the attention of the SPA, along with the applicable supporting documentation. Copies of proper invoices are required for reimbursements up to a maximum of 50% of total direct costs incurred. Some examples of supporting documentation are:

• Grade Certificate or proof of attendance;

• Copies of all invoices in support of the request;

• Tear sheets from the publisher (copy of the ad as it ran);

• The audio/video feed for a radio or video ad; and/or

• Should there be more than two invoices, a balance sheet must be provided on the Representative’s letterhead listing all applicable invoices and providing a total.



NOTE: Fund companies follow the same cooperative marketing requirements as Investia, but may have their own additional requirements and as such, may decline a submission if the primary purpose is not met or the submitted expenses do not qualify for reimbursement.

C) Requests for Charitable Donations Representatives may make a request to a fund company to make a donation to a registered charity, or to financially support a community event, sports or cultural group or other events. However, it is prohibited for fund companies to make and Representatives to receive charitable donations for the benefit of participating Representatives, their associates or affiliates. Representatives must complete the applicable fund company preapproval forms concerning all charitable donations and submit them to the SPA for prior review and approval. Requests for charitable donations are subject the Investia Policy on Promotional Items and Activities, as outlined in Chapter 9, Section II) Business Promotion Items and Activities.

D) Requests for Promotional Items & Activities A Fund Manager or Issuer may provide non-monetary benefits of a promotional nature and of minimal value to Representatives. They may also engage in business promotion activities that result in a Representative receiving a non-monetary benefit. Non-monetary benefits are subject the Investia Policy on Promotional Items and Activities, as outlined in Chapter 9, Section II) Business Promotion Items and Activities.

E) Cooperative Marketing in Relation to Referral Arrangements Investia does not permit cooperative marketing practices or third-party sponsorship for marketing, promotional or education expenses from entities named in an approved referral arrangement.



Chapter 12 – Investia Capital Requirements I. Capital Requirements Risk Adjusted Capital Investia calculates risk adjusted capital in accordance with MFDA Form 1. Please refer to MFDA Form 1, Part 1 – Statement B for a detailed calculation of risk-adjusted capital. NOTE: If at any time the risk-adjusted capital of Investia is less than zero, Investia shall immediately notify the MFDA. Minimum Levels For the purposes of the By-laws, Rules, Policies and Forms, Investia shall have and maintain at all times risk adjusted capital greater than zero, and minimum capital in the amounts referred to below for the Level in which Investia is designated as calculated in accordance with Form 1 and with such requirements as the MFDA may from time to time prescribe:

Level 1: $25,000 for a Member which is an introducing dealer and which satisfies the requirements of MFDA Rule 1.1, is not a Level 2, 3, or 4 Member and is not otherwise registered in any other category of registration under securities legislation.

Level 2: $50,000 for a Member which does not hold client cash, securities or other property. Level 3: $75,000 for a Member which does not hold client securities or other property, except client

cash in a trust account. Level 4: $200,000 for any other Member, including a Member which acts as a carrying dealer in

accordance with MFDA Rule 1.1. NOTE: Investia is registered as Level 4 dealer with the MFDA.

II. Capital and Margin A) Client Lending and Margin No one shall lend or extend credit to a client or permit the purchase of securities by a client on the margin. Investia does not permit opening or maintaining margin accounts.

B) Member Capital Investia shall maintain the required capital in respect of its business.

C) Advancing Mutual Fund Redemption Proceeds No one shall advance funds or extend credit to or on behalf of a client, directly or indirectly, in anticipation of the receipt of funds on the redemption of mutual fund securities.

D) Guarantees Investia will be responsible for and shall guarantee the obligations to clients on the following basis:

• Where Investia holds an ownership interest in a related Member, the related Member shall provide a guarantee of Investia in an amount equal to 100% of the total financial statement capital;

• Where Investia holds a percentage ownership interest in a related Member, the related Member shall provide a guarantee of Investia in an amount that corresponds to the percentage of ownership interest Investia holds in the related Member; and

• Where two related Members are related because of a common ownership interest held by the same person(s), each related Member shall provide a guarantee of the other in an amount equal to the percentage of its total financial statement of capital that corresponds to the percentage ownership interest held by the person(s) who holds the common ownership interest.



A guarantee shall not be required at all or in the amount prescribed where Investia in its discretion determines that a guarantee is not appropriate. A guarantee shall be required in such greater or lesser amount where Investia in its discretion determines that such greater or lesser guarantee amount is appropriate. If a guarantee is required it shall be in the form prescribed from time to time by Investia.

III. MFDA Financial Form 1 Investia prepares statements and schedules in accordance with international financial reporting standards (“IFRS”), except as modified by the MFDA or the MFDA Investor Protection Corporation (“IPC”). The Canadian Institute of Chartered Accountants' Handbook requires the Auditors’ Report to clearly disclose the following details to the readers of the financial statements:

• The basis of accounting used (i.e. in accordance with MFDA Rules);

• The purpose and specified users of the statements (i.e. MFDA and IPC); and

• The fact that financial statements are not intended to be, and should not be, used by anyone other than the specified users or for any other purpose.

The following, while not necessarily inclusive, is a list of departures from IFRS required by the Form 1 that are considered by Investia and its auditor:

• No statement of cash flows is required;

• Marketable securities owned and sold short must be reported at market value;

• Client cash held in trust by Investia and the corresponding liability must be included in the statements;

• Certain statements are prepared in accordance with MFDA requirements;

• Certain statements and all schedules are prepared in accordance with MFDA requirements and are not contemplated under IFRS;

• Subordinated loans are reported as capital;

• Differential reporting may not be used; and

• The financial statements are prepared on a non-consolidated basis. Using the Electronic Filing System (“EFS”) Investia shall:

• File monthly with the MFDA within twenty (20) business days of the month’s end a copy of Investia’s monthly Form 1; and

• File annually with the MFDA two (2) copies of Investia’s audited Form 1 within ninety (90) days of the end of the fiscal year for Investia.

For each unaudited electronically filed Form 1, Investia performs the following procedures:

• Investia maintains a copy of the complete Form 1 in paper format in accordance with MFDA Rule 5.6. A date stamp will be denoted on each page of the Form 1 that coincides with the time the electronic filing was submitted to the MFDA; and

• In accordance with the Notes and Instructions to the Certificate of Partners or Directors, two qualified individuals must sign the Certificate.



Chapter 13 – Investia Bonding and Insurance Requirements

I. Financial Institution Bond Investia shall, by means of a Financial Institution Bond or Bonds (with Discovery Rider attached or Discovery Provisions incorporated to the Bond) and/or mail insurance, effect and keep in force insurance against losses arising as follows:

Clause (A) - Fidelity Any loss through any dishonest or fraudulent act of any of its employees or agents, committed anywhere and whether committed alone or in collusion with others, including loss of property through any such act of any of the employees. Clause (B) - On Premises Any loss of cash and securities or other property through robbery, burglary, theft, hold-ups or other fraudulent means, mysterious disappearance, damage or destruction while within any of the insured's offices, the offices of any banking institution or clearing house or within any recognized place of safe deposit, as more fully defined in the Standard Form of Financial Institution Bond (herein referred to as the "Standard Form"). Clause (C) - In Transit and Mail Any loss of cash and securities or other property through robbery, burglary, theft, hold-ups, misplacement, mysterious disappearance, damage or destruction, while in transit or in the mail. Clause (D) - Forgery or Alterations Any loss through forgery or alteration of any cheques, drafts, promissory notes or other written orders or directions to pay sums in cash, excluding securities, as more fully defined in the Standard Form. Clause (E) – Securities Any loss through having purchased or acquired, sold or delivered, or acted upon securities or other written instruments which prove to have been forged, counterfeited, raised or altered, or lost or stolen, or through having guaranteed in writing or witnessed any signatures upon any transfers, assignments or other documents or written instruments, as more fully defined in the Standard Form. Investia is not required to effect and keep in force mail insurance where Investia does not use mail for outgoing shipments of cash, securities or other property, negotiable or non-negotiable.

II. Notice of Termination Each Financial Institution Bond maintained by Investia shall contain a rider requiring the underwriter to notify Investia at least thirty (30) days prior to the termination or cancellation of the Bond, except in the event of the termination of the Bond due to:

• The expiration of the Bond period specified;

• Cancellation of the Bond as a result of the receipt of written notice from the insured of its desire to cancel the Bond;

• Upon the taking over of the insured by a receiver or other liquidator, or by provincial, federal or state officials; or

• Upon taking over of the insured by another institution or entity. In the event of the termination of the Bond, the underwriter shall, upon becoming aware of such termination, give immediate written notice of the termination to Investia. Such notice shall not impair or delay the effectiveness of the termination.

III. Terminations or Cancellations In the event of the takeover of Investia by another institution or entity, who shall ensure that there is bond coverage which provides a period of twelve (12) months from the date of such takeover within which to discover the losses, if any, sustained by Investia prior to the effective date of such takeover and pay, or cause to be paid, any applicable additional premium.



IV. Amounts Required Minimum The minimum amount of insurance to be maintained for each Clause shall be the greater of:

• In the case of Investia designated as Level 4 dealers, $50,000 for each Representative up to a maximum of $500,000; or

• 1% of the base amount (as defined herein) provided that for each Clause such minimum amount need not exceed $25,000,000.

Base Amount The term "base amount" shall mean the greater of:

• The net value of cash and securities held by Investia on behalf of clients; and

• The total allowable assets of Investia.

V. Provisions The amount of insurance required to be maintained by Investia shall be as a minimum by way of a Financial Institution Bond with a double aggregate limit or a provision for full reinstatement. Should there be insufficient coverage. Investia shall comply with the following:

• Any deficiency does not exceed 10% of the insurance requirement and that evidence is furnished within two (2) months of the dates of completion of the monthly operations questionnaires and the annual audit that the deficiency has been corrected; and

• If the deficiency is 10% or more of the insurance requirement, Investia will take actions to correct the deficiency within ten (10) days of its determination and Investia will immediately notify the MFDA.

NOTE: A Financial Institution Bond may contain a clause or rider stating that all claims made under the bond are subject to a deductible.

VI. Qualified Carriers Insurance required to be affected and kept in force by Investia pursuant may be underwritten directly by either:

• An insurer registered or licensed under the laws of Canada or any province of Canada; or

• Any foreign insurer approved by Investia. No foreign insurer shall be approved by Investia unless the insurer has the minimum net worth required of $75 million on the last audited balance sheet, provided acceptable financial information with respect to such corporation is available for inspection and that Investia is satisfied that the insurer is subject to supervision by regulatory authorities in the jurisdiction of incorporation of the insurer which is substantially similar to the supervision of insurance companies in Canada.

VII. Global Financial Institution Bonds Where the insurance maintained by Investia names as the insured or benefits Investia, together with any other person or group of persons, whether within Canada or elsewhere, the following must apply:

• Investia must have the right to claim directly against the insurer in respect of losses, and any payment or satisfaction of such losses shall be made directly to Investia; and

• The individual or aggregate limits under the policy will only be affected by claims made by or on behalf of:

- Investia Financial Services Inc.; or - Any of Investia’s subsidiaries whose financial results are consolidated with those of Investia,

without regard to the claims, experience or any other factor referable to any other person.

VIII. Notification Claims notifications are provided to senior management of Investia, the MFDA, and applicable securities commissions.



Chapter 14 – The Regulators I. Mutual Fund Dealers Association of Canada (“MFDA”) The MFDA is the Self-Regulatory Organization (“SRO”) for the mutual fund industry on the distribution side and is responsible for regulating all sales of mutual funds by their Mutual Fund Members in Canada. The MFDA does not regulate the funds or fund manufacturers. This responsibility has remained with the provincial securities commissions. The MFDA was created, in part, to protect this public confidence. The main goal of the MFDA is to establish a level playing field for clients, regardless of where they chose to deal. As a result, the approach to policy is based on regulatory harmonization that is the same rules for all SRO's, except where legitimate business practices justify different but adequate rules. All Mutual Fund Dealers became members of a Self-Regulatory Organization by July 2002 to ensure their continued registration with provincial securities commissions. The MFDA Rules must be obtained and reviewed by all Investia Representatives. They can be obtained at www.mfda.ca.

II. Securities Commissions Securities Commissions in Canada are independent provincial government agencies responsible for regulating trading in securities in each province. Their collective mission is to:

• Ensure the securities market is fair and efficient and warrants public confidence;

• Foster a dynamic and competitive securities industry that provides investment opportunities and access to capital;

• Ensure that clients have access to the information they need to make informed investment decisions;

• Provide rules of fair play for the markets;

• Establish qualifications and standards of conduct for people registered to advise clients and to trade on their behalf; and

• Protect the integrity of the capital markets and the confidence of clients.

Autorité des marchés financiers (Québec) www.lautorite.qc.ca

Ontario Securities Commission www.osc.gov.on.ca

Alberta Securities Commission www.albertasecurities.com

British Columbia Securities Commission www.bcsc.bc.ca

Government of Northwest Territories www.justice.gov.nt.ca/en/divisions/legal-registries-division/securities-office/

Manitoba Securities Commission https://mbsecurities.ca

New Brunswick Financial and Consumer Services Commission www.fcnb.ca

Nova Scotia Securities Commission https://nssc.novascotia.ca/

Nunavut Securities Office http://nunavutlegalregistries.ca/sr_index_en.shtml

Office of the Superintendent – Newfoundland and Labrador www.gov.nl.ca/gs

Office of the Yukon Superintendent of Securities https://yukon.ca/en/doing-business/securities

Prince Edward Island Securities Commission www.princeedwardisland.ca/en/topic/securities

Saskatchewan Financial and Consumers Affairs Authority www.fcaa.gov.sk.ca

http://www.mfda.ca/

http://www.lautorite.qc.ca/

http://www.osc.gov.on.ca/

http://www.albertasecurities.com/

http://www.bcsc.bc.ca/

https://www.justice.gov.nt.ca/en/divisions/legal-registries-division/securities-office/

https://www.justice.gov.nt.ca/en/divisions/legal-registries-division/securities-office/

https://mbsecurities.ca/

http://www.fcnb.ca/

https://nssc.novascotia.ca/

http://nunavutlegalregistries.ca/sr_index_en.shtml

http://www.gov.nl.ca/gs

https://yukon.ca/en/doing-business/securities

http://www.princeedwardisland.ca/en/topic/securities

http://www.fcaa.gov.sk.ca/