important information regarding the forms...fundserv inc. the exchange tower 130 king street west...

FundSERV Inc. The Exchange Tower 130 King Street West Suite 1730 – P.O. Box 485 Toronto, Ontario M5X 1E5 Tel. No. 416-362-2400 Toll free 866-362-3863 Fax No. 416-362-8772 www.fundserv.com

Thank you for your inquiry about becoming a customer on the FundSERV network. We appreciate your business. Before we can activate your code, you must provide us with all the required information about your company and the services you intend to utilize.

Please complete all of the enclosed forms, print them and have them signed by the appropriate officer of your firm, and return them with the required setup fee to: FundSERV Inc., The Exchange Tower, 130 King Street West, Suite 1700, Toronto, Ont. M5X 1E5.

Setup Fee: To determine your setup fee, please refer to the FundSERV Fee information online at http://www.fundserv.com/become-a-customer

IMPORTANT INFORMATION REGARDING THE FORMS Using these forms: These forms can be filled out electronically. To print the form, use the PRINT FORM button at the end of this form, sign any applicable fields and return it to FundSERV.

Legal Documentation: To facilitate a smooth transition to the FundSERV network, all new customers must complete mandatory testing requirements. To participate in the testing phase, you must sign and return the enclosed contract pieces and obtain a Login ID and Password. To obtain your secure access you must submit a validated Sponsor Form for Local Registration Authority (LRA), the form required to setup the user at your company who will issue the Login ID and Password to your staff.

Net $ettlement Messaging: FundSERV Distributors and Intermediaries are required to be either full N$M or N$M Commission only. Manufacturers must be full N$M. Before your company is able to go live in production, you must submit the N$M Banking Information Form. For more information about N$M and to receive a copy of FundSERV’s N$M Banking Information Form, refer to the N$M Information Guide.

Company Contact Information: To ensure FundSERV is contacting the appropriate people at your company during the testing process and afterwards, we require that you submit the Company Contact Information form prior to testing. This information will be kept confidential.

Services Available: FundSERV offers many services to its customers. Please submit the Services Selection form so we may fully understand your business requirements. To assist you in deciding which services to choose, refer to the information available at: http://www.fundserv.com/services or contact customer relations at 416-350-8310.

Connectivity Options: A company can connect to FundSERV in a variety of ways, including using an independent service provider for software and/or administration.

For additional information about FundSERV, please visit our website at http://www.fundserv.com or contact us directly at 1-866-362-3863 if you have any specific questions or concerns.

Yours truly, FundSERV Inc.

Customer Use Only July 2014 1 of 61

http://www.fundserv.com/become-a-customer

http://www.fundserv.com/services

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Version 5 Page 1 of 16

FUNDSERV INC. CUSTOMER CONTRACT

(“Agreement”)

THIS CUSTOMER CONTRACT is made between

FUNDSERV INC. (“FundSERV”)

and

(Name of Customer)

the customer that has executed this Agreement (the “Customer”).

RECITALS:

(a) Everyone that uses the Services must become a customer of FundSERV by entering into an agreement with FundSERV governing that customer’s use of the Services or must be authorized to use the Services by and on behalf of an entity that has entered into such an agreement;

(b) FundSERV provides the Network and value-added services as described in the Services Selection form, as amended from time to time;

(c) The Customer wishes to use the Services made available by FundSERV;

(d) While FundSERV uses commercially reasonable efforts to ensure the availability and accuracy of the Network and the Services, it makes no representations as to the absolute availability of the Network and Services and does not warrant that the Network and/or Services will be free from error or interruption; and

(e) The Customer recognizes the value of the FundSERV Standards, and acknowledges FundSERV’s right to protect that value.

NOW THEREFORE this Agreement witnesses that, in consideration of the mutual premises and covenants set out herein, FundSERV and the Customer agree as follows:

1. THE AGREEMENT

Attached to this Agreement is the Services Selection form governing the use of the Services and a Definitions Schedule that sets out definitions for use with the Services Selections and this Agreement and other Schedules. All such Schedules, which may be amended from time to time, shall be considered to form part of this Agreement and references to the Agreement include such Schedules. Terms capitalized in this Agreement and not otherwise defined shall have the meaning attributed thereto in the Definitions Schedule. Once the Customer has met the Criteria for Eligibility and FundSERV has approved the Customer’s access to the Network, the Customer will be provided access to the Services. The Services Selection form shall be interpreted so as to



be consistent with the terms of the Agreement. In the event of any inconsistency among the Services Selection form and the remainder of the Agreement, the Agreement shall have precedence and govern. FundSERV shall be entitled to amend any or all of the Agreement at any time and shall provide the Customer with reasonable notice in writing (which may include notice by electronic communication) of such amendments.

2. LIABILITY OF CUSTOMER AS PRINCIPAL

The Customer shall be liable as principal for all obligations and liabilities arising from its use of the Services whether the Customer is acting on its own behalf or whether the Customer utilizes a third party to act on its behalf. (To the extent the Customer has designated other entities pursuant to Section 3, the Customer executing this Agreement shall be liable as principal for all obligations and liabilities arising from the use of the Services by such designated entity/ies.) FundSERV shall be entitled to rely on, and a Customer shall be bound by:

(a) a written, oral or electronic instruction or communication given in accordance with the Agreement; and

(b) every act or document signed by, or communication, transaction, authorization or instruction in respect of the Services given by any individual signing on its behalf, regardless of the medium by which it is communicated, and whether or not it is within the scope of the authority given by the Customer to the Person making it.

FundSERV may accept and rely upon any instructions so given by any medium, form or manner whatsoever. FundSERV shall have no responsibility or liability for an action reasonably taken in good faith in reliance upon such an instruction and the Customer shall be bound by such an instruction, notwithstanding any error which may exist in any magnetic tape document or any other medium delivered to FundSERV, any forgery or fraud by a signing officer, designated third party or a Person (other than an employee of FundSERV) purporting to be such a designated third party or using electronic communication, or any other error, misunderstanding or lack of clarity in any instruction or communication between the Customer and FundSERV.

3. USE OF A THIRD PARTY

In the event that the Customer utilizes a third party to assist the Customer in providing or administering its products or services, FundSERV shall provide such third party with access to the Network on behalf of the Customer provided that:

(a) The Customer notifies FundSERV of the designation of the third party in accordance with the form of designation specified by FundSERV from time to time;

(b) FundSERV has approved providing the third party with access to the Network and/or the FundSERV Standards, which approval shall not be unreasonably withheld;



(c) The third party executes a copy of the Vendor Contract and such other documentation as may reasonably be required by FundSERV from time to time; and

(d) The Customer is responsible for all costs, of every nature and kind whatsoever, associated with the provision of access to the third party.

In the event that the Customer designates a third party to give instructions to FundSERV on behalf of the Customer, FundSERV shall be entitled to rely on instructions received from the third party only. In the event that FundSERV receives instructions from both the third party and the Customer, and the third party has been designated by the Customer in accordance with the form of designation specified by FundSERV from time to time, FundSERV shall accept the instructions from the third party so designated. Without limiting the generality of section 2, the Customer shall be responsible for all actions, of every nature and kind whatsoever, taken by the third party on behalf of and/or in the name of the Customer, whether or not such acts are within the third party’s authority, until such time as the Customer notifies FundSERV in writing, in accordance with the form of designation specified by FundSERV from time to time, of a change.

4. WAIVER OF FUNDSERV REPRESENTATIONS AND WARRANTIES

The Customer expressly waives all representations, warranties and conditions not expressly set forth in this Agreement including, without limitation, implied representations, warranties and conditions of merchantable quality and fitness for a particular purpose.

Without limiting the generality of the complete exclusion of liability found in this Agreement and the Vendor Contract, if applicable, FundSERV shall not be liable for any loss, damage or injury arising from or relating in any way to this Agreement and/or the Services, including without limitation, any claims, whether foreseeable or not, based in contract (including fundamental breach), tort (including negligence), strict liability or any other legal or equitable theory.

5. REPRESENTATIONS AND WARRANTIES

Each of the Customer and FundSERV represents and warrants to the other at the time of execution of this Agreement, and the Customer shall be deemed to be representing and warranting upon each use of a Service, that:

(a) This Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the Agreement’s terms;

(b) It has been duly organized under the laws of its jurisdiction of organization or incorporation and has not been dissolved and is in good standing. It has all necessary power and authority to execute and deliver, and to perform all of its obligations under, this Agreement;

(c) The individual signing this Agreement on its behalf is duly authorized to do so, and the other party is entitled to rely on the representations and certifications



made by and signature of any person on its behalf in respect of any other documentation related to this Agreement;

(d) It is in compliance with all Applicable Laws;

(e) It has taken all necessary action and not omitted any necessary action in respect of any and all Applicable Laws; and

(f) The execution and delivery of the Agreement and performance by it of its obligations hereunder do not and will not conflict with or result in any breach of any of the provisions of or constitute (with or without notice or lapse of time) a default under:

(i) its charter documents, constating documents or by-laws or any resolutions of its directors or shareholders;

(ii) any Applicable Law by which it or any of its assets is bound or to which it or any of its assets is subject;

(iii) any indenture, mortgage, lease, written agreement, instrument, licence, permit, order, judgment or decree by which it is bound or to which any of its assets is subject.

In addition, the Customer represents and warrants at the time of execution of this Agreement and shall be deemed to be representing and warranting upon each use of a Service that:

(g) The Customer is using the Services only as set out in the relevant Schedule to this Agreement;

(h) The Customer is authorized to utilize the Services requested in accordance with the Agreement;

(i) The Customer has obtained and maintained all necessary consents in respect of any and all Applicable Laws;

(j) The execution and delivery of the Agreement and performance by the Customer of the obligations hereunder do not and will not conflict with or result in any breach of any of the provisions of or constitute (with or without notice or lapse of time) a default under the Customer’s obligations under the Agreement and the use of the Services hereunder;

and shall be deemed to be representing and warranting upon each use of a Service that it has adhered to all eligibility requirements in the Agreement.

The representations and warranties provided herein shall survive notwithstanding any investigations made on or behalf of or any knowledge of the party to whom the representations and warranties are made.



6. COVENANTS AND OTHER AGREEMENTS

The Customer covenants that:

(a) It shall adhere to and conform to all terms and conditions of the Agreement that are applicable to it;

(b) It shall not use the Network and the Services for any purpose not authorized by this Agreement or for any unlawful or deceptive purposes;

(c) It shall comply with and conform to all Applicable Laws, including maintenance of all authorizations, registrations and consents required to be obtained by it in respect of this Agreement and the Services hereunder, and shall ensure the compliance of its employees, contractors, agents, and Affiliates, and the employees, contractors, and agents of the Affiliates;

(d) It shall obtain and maintain all necessary consents, take all necessary action and shall not omit to take any necessary action in respect of any and all Applicable Laws;

(e) To the extent that personal information is transferred to it, it shall have reasonable safeguards and security measures to protect any and all such transferred personal information and shall keep it in confidence; and

(f) Under no circumstances shall it attempt unauthorized access to the Network, the FundSERV Standards and/or the Services.

The Customer acknowledges and agrees that provision to the Customer of a copy of the results of FundSERV's CICA Section 5025 audit as such section may be amended from time to time dealing with, inter alia, privacy, security and integrity of data, meets all requirements the Customer may have to audit FundSERV provided its usage is not intended to satisfy a financial statement audit.

Where applicable, FundSERV covenants that to the extent that the Customer transfers personal information to FundSERV for processing, FundSERV shall have reasonable safeguards and security measures to protect such transferred personal information and shall keep it in confidence during processing. In addition, FundSERV covenants that it shall use commercially reasonable efforts to ensure the availability and accuracy of the Network and the Services.

To remain active in the Network, the Customer must maintain an active registration with all appropriate regulators. All attempts will be made by FundSERV to validate the status of the Customer’s registration, if applicable, via the various regulators’ websites. FundSERV reserves the right, however, to request a copy of the Customer’s current registration and/or other appropriate documentation.



7. FEES AND PAYMENTS

The Customer shall pay such fees and charges to FundSERV as shall be specified by FundSERV for the use of the Services from time to time. The Customer shall pay the fees and charges charged to it within 30 days of the invoice date or at such other time as may be specified by FundSERV. FundSERV shall notify the Customer in writing of any increase in fees not less than 90 days prior to implementation of such increase. For the purposes of this section, notification on the FundSERV website shall constitute notice in writing. The Customer shall also pay any taxes and other governmental charges levied or imposed on the Services provided to the Customer.

8. SECURITY/ACCESS

8.1 Security Measures. With respect to security and access to the Network, the Customer shall perform and comply with all terms of any procedures put in place, including the terms of use updated and posted from time to time on the FundSERV website.

8.2 Privacy. The Customer shall comply with all applicable privacy legislation and the FundSERV Privacy Policy. The Customer hereby represents, warrants and covenants that it shall have obtained and maintained, and shall obtain and maintain all necessary consents, and shall take all necessary action, and has not omitted and shall not omit to take any necessary action, to permit FundSERV to collect, use and disclose personal information as may be required for its purposes, in accordance with applicable privacy legislation and the FundSERV Privacy Policy.

9. INDEMNITY BY CUSTOMER

The Customer shall indemnify and hold harmless FundSERV, and its partners, directors, trustees, officers, employees and agents, from and against any loss, damage, expense, liability, demand, proceeding, liability, deficiency, cost or claim (including without limitation the cost of legal counsel to advise on or defend against such claims and other professional fees and disbursements, interest and penalties and amounts paid in settlement) suffered or incurred by or made against it, arising directly or indirectly from:

(a) Any use by the Customer of the Network, the FundSERV Standards or the Services, which shall include use by any third party or other Person on behalf of or permitted by the Customer;

(b) Any interruption, malfunction or disruption of the Services to the extent caused or contributed to by the negligent, fraudulent or dishonest act or omission of the Customer or of any director, trustee, officer, partner, employee, servant, contractor or agent of the Customer done while acting in the course of his/her office or employment or made possible by information or opportunities afforded by such office or employment;

(c) Any incorrect instructions, information or documentation provided to FundSERV by the Customer by any means of communication;



(d) Any breach by the Customer of its obligations, representations or warranties to FundSERV under the Agreement;

(e) Any communication received by FundSERV originating from the Customer;

(f) The unauthorized use or disclosure of any FundSERV Information by the Customer, Affiliates, employees, contractors or agents, or the employees, contractors or agents of its Affiliates;

(g) Any breach of this Agreement by the Customer, Affiliates, employees, contractors or agents, or the employees, contractors or Agents of its Affiliates;

(h) Any inaccuracy of any representation, warranty or covenant of the Customer contained in this Agreement;

(i) The infringement of any intellectual property or other proprietary right of any third party caused by any information, documentation or other material provided by the Customer to FundSERV; and/or

(j) The operations of the Customer and its Affiliates.

In the event the Customer or FundSERV becomes aware of a claim to which this Section 9 would apply, then it shall notify promptly the other party in writing of such claim.

10. CONFIDENTIALITY AND PROPRIETARY INFORMATION

10.1 FundSERV Information

(a) The Customer acknowledges that any authorized access to FundSERV Information is a privilege and that disclosure of FundSERV Information would be damaging to FundSERV. The Customer acknowledges that the value of the Network, the FundSERV Standards and the Services would be severely compromised by a decrease in the community value of FundSERV Network. The Customer understands that damages may not be a sufficient remedy for any breach or threatened breach of the confidentiality obligations under this Agreement, and such breach will cause irreparable damage to FundSERV. The Customer hereby agrees that upon any such breach or threatened breach by the Customer and/or Affiliates, FundSERV will, in addition to any other legal or equitable remedies, be entitled to an injunction against such breach or threatened breach, without the necessity of proving actual damages.

(b) The Customer acknowledges that FundSERV is the exclusive owner of FundSERV Information. The Customer acknowledges that no right, title or interest in or to FundSERV Information or any part thereof, including, without limitation, the FundSERV Standards, is given or otherwise conveyed to the Customer hereunder. In the event that the Customer has obtained or obtains an interest in FundSERV Information, the Customer hereby assigns any and all right, title and interest to FundSERV, including without limitation, any and all copyright.



(c) The Customer is hereby granted a limited right and licence to use the FundSERV Standards solely in accordance with the terms of this Agreement, including the right to use the FundSERV Standards (i) to communicate through FundSERV Network with other customers of FundSERV; (ii) to communicate with FundSERV; (iii) to communicate with a designated third party that has met the criteria set out in Section 3 hereof; and (iv) for the Customer’s own internal purposes, including communication with an entity affiliated with the Customer.

(d) Disclosure of FundSERV Information shall not be prohibited if the disclosure is required by a valid and existing order of a court or other governmental body or agency within Canada, provided that (i) the Customer has given prompt notice to FundSERV of any possible or prospective order (or proceeding pursuant to which any order may result), and (ii) FundSERV shall have been afforded a reasonable period of time within which to prevent or limit any disclosure. In addition, the obligation of confidentiality does not extend to information which:

(i) was known to the Customer through lawful means;

(ii) the Customer receives without restriction from a Person free to make such disclosure without breach of any legal obligations.

(e) The Customer shall not use any of FundSERV Information in any manner not expressly permitted by FundSERV and shall not disclose any of FundSERV Information to any Person other than to employees of the Customer with a need to know such FundSERV Information, provided that the Customer shall ensure that such employees are subject to the same standard of confidentiality as is imposed on the Customer, and that the Customer shall be responsible for any breach of this covenant of confidentiality by such employees. For greater certainty, the Customer shall use FundSERV Information only for the purposes authorized by FundSERV, and for no other purpose.

(f) All computer software used for FundSERV is the exclusive property of FundSERV or is used under license from FundSERV’s suppliers. The Customer shall have no right or license to use or reproduce any such software other than in connection with FundSERV and subject to the terms of the license agreements provided with such software.

(g) For the purposes of this section 10, the obligations imposed on FundSERV and the Customer extend to their respective directors, trustees, officers, employees, advisers and agents.

10.2 Customer Information

FundSERV shall use reasonable care to preserve the confidentiality of any information concerning a Customer that becomes known to FundSERV through the operation of the Services. Such confidentiality obligation shall not apply to the fact the Customer is a customer of FundSERV or to any information which is or becomes generally available to the public, otherwise than as a result of the breach of this clause. Such confidentiality



obligation shall not preclude the disclosure of confidential information to any of FundSERV’s officers, directors, employees or agents which is reasonably necessary for the operation of the Services. The obligations of FundSERV pursuant to this clause shall be in addition to and shall not derogate from any other obligation of confidentiality arising from any agreement binding on FundSERV.

10.3 Release of Information

The Customer authorizes FundSERV to release information concerning the Customer and any entity designated by the Customer pursuant to Section 3 hereof:

(a) To the auditors of FundSERV;

(b) To the legal counsel of FundSERV as may reasonably be required to perform their duties;

(c) As may be required from time to time by order of, or pursuant to an agreement with, a court, regulatory body or other administrative or regulatory agency, or otherwise pursuant to any Applicable Laws;

(d) That is in a statistical, summary or other format; and/or

(e) To another customer of FundSERV in respect of the Customer’s use of the Services and/or adherence to the Agreement.

11. SURVIVAL OF CUSTOMER'S OBLIGATIONS

The Customer acknowledges that its right to use the Services may be suspended or terminated in accordance with the Agreement. The Customer may withdraw from participation in the Services in accordance with the Agreement. The liabilities and obligations of the Customer to FundSERV and to other customers, and of FundSERV and other customers to the Customer, arising from its use of the Services before such suspension, termination or withdrawal, shall survive the suspension, termination or withdrawal of the Customer as though it were still a Customer.

12. EXCLUSION OF LIABILITY

No director, trustee, adviser, officer, employee, supplier, contractor, or agent of FundSERV shall have any personal liability to the Customer for any act or omission in relation to the Services. FundSERV shall not be liable to the Customer for any loss, damage, cost, expense, liability, claim, loss of opportunity, loss of revenue, loss of profit, loss of market, loss of data, damage to reputation, loss of goodwill, claims or demands by third parties, loss of interest or loss of use of money or securities, or any other direct, indirect, special, punitive, exemplary, aggravated, incidental or consequential loss, damage, cost, expense, liability or claim of any nature or kind whatsoever suffered or incurred by the Customer arising from its use of the Services, the Agreement, or from any conduct of any employee of FundSERV, regardless of the form of action and howsoever arising, including, without limitation, arising from a breach by FundSERV or negligence by FundSERV, or any other act or omission of FundSERV, even where FundSERV has been advised of or could reasonably have foreseen such losses or damages. Without limiting the



generality of the forgoing, FundSERV shall not be liable to the Customer for any loss that arises from any action taken by FundSERV in accordance with a lawful direction of a regulatory authority having jurisdiction over FundSERV or the Customer.

Notwithstanding the forgoing, FundSERV in its sole discretion may determine that it is appropriate to make a claim under its insurance and, in the event it does so and in the event that FundSERV receives proceeds of insurance or payment from any other third party in respect of any loss suffered by a customer from its use of the Services, FundSERV shall distribute such net proceeds (after payment of its reasonable expenses from the proceeds so recovered) to any customer suffering the losses so incurred. If more than one customer suffered a loss and the net recovery is insufficient to reimburse each customer in full, the amount recovered (net of expenses) shall be distributed to all of the customers suffering a loss, pro-rated in proportion to the loss suffered by each customer as calculated by FundSERV in its sole discretion. The maximum total cumulative aggregate amount payable by FundSERV arising under or relating to this Agreement or otherwise shall not exceed the net amount of its recovery from insurance coverage in any circumstance or for any reason whatsoever. FundSERV does not make any representation or warranty that such insurance coverage will be in effect.

13. TERM AND TERMINATION

Term

The term of this Agreement shall commence on the date of its execution by the Customer and shall continue indefinitely subject to termination in accordance with the terms hereof.

Termination on Notice

The Customer may at any time notify FundSERV that it wishes to withdraw from participation in the Services by giving at least 30 days prior written notice on letterhead of the Customer signed by an appropriate signatory. On the expiry of such notice period, the Customer shall cease to be a customer. FundSERV shall promptly communicate to the other customers that the Customer has given notice of its intention to withdraw from use of the Services.

Suspension and Termination for Cause

Suspension

When in its discretion, acting reasonably, FundSERV considers that Adequate Cause exists, FundSERV shall provide written notice to the Customer, which notice shall describe the Adequate Cause relied upon. If the Customer fails to remedy the matter described within the time specified in the notice, FundSERV may suspend the right of the Customer to use any or all of the Services. FundSERV may lift the suspension of a Customer if FundSERV in its discretion, acting reasonably, determines that the Customer has corrected the situation that caused FundSERV to suspend the Customer. The Customer may appeal a decision to suspend to the FundSERV Board of Directors.



Termination

(a) When in its discretion, acting reasonably, FundSERV considers that Adequate Cause exists, FundSERV shall provide written notice to the Customer, which notice shall describe the Adequate Cause relied upon. If the Customer fails to remedy the matter described within the time specified in the notice, FundSERV may terminate the Customer’s use of any or all of the Services. A Customer may appeal such decision to the FundSERV Board of Directors.

(b) FundSERV may terminate this Agreement immediately if the Customer files a voluntary petition in bankruptcy, insolvency or a petition for reorganization; consents to any involuntary petition in bankruptcy or a receiving order is given; or there is an order, judgment or decree approving a petition seeking reorganization or appointing a receiver, trustee or liquidator.

(c) The Customer may terminate this Agreement immediately if FundSERV files a voluntary petition in bankruptcy, insolvency or a petition for reorganization; consents to any involuntary petition in bankruptcy or a receiving order is given; or there is an order, judgment or decree approving a petition seeking reorganization or appointing a receiver, trustee or liquidator.

Procedure on Suspension or Termination

Notice of suspension or termination specifying the cause therefore shall be given by FundSERV promptly to the suspended or terminated Customer, provided that the suspension or termination may be effective immediately and before the Customer has received such notice. Such information may also be communicated as soon as practicable to such other customers as FundSERV deems proper provided, however, that FundSERV shall use reasonable best efforts to ensure the Customer is notified prior to other customers being notified. In order to limit disruption to the Services and to other customers, FundSERV may take any actions that, on the evidence reasonably available to it, it deems necessary or desirable in the best interests of FundSERV and of customers generally to maintain the integrity of the Services. Any actions taken by FundSERV for such purposes may be taken regardless of any provision in any Procedure.

Reinstatement

A Customer which has withdrawn or been terminated may at any time be reinstated by FundSERV upon request by the Customer and on conditions determined by FundSERV, provided the Customer is then eligible for participation, meets the Criteria for Eligibility, and demonstrates to the satisfaction of FundSERV that it has discharged all of its liabilities and indebtedness to FundSERV and the other customers arising from the Services. FundSERV may approve or reject a request for reinstatement in its sole discretion.



Events on Termination

Upon termination of this Agreement:

(a) Or upon the written request of FundSERV, the Customer shall immediately return to FundSERV all materials and/or equipment in its or a third party’s possession or control, where such possession or control arises from the Customer’s actions, containing or referring to FundSERV Information;

(b) The Customer shall cease to be a customer;

(c) The Customer shall promptly pay all amounts due and owing to FundSERV;

(d) FundSERV shall promptly communicate to the other customers that the Customer is no longer a customer;

(e) The Customer’s right and licence to use FundSERV Information, including, without limitation, the FundSERV Standards, shall cease immediately; and

(f) The Customer will take such other actions as this Agreement requires.

14. PRINCIPLES OF INTERPRETATION

Divisions and Headings

The division of any of this Agreement into sections and sub-sections, and the insertion of headings is done for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

Number, Gender

A word importing the singular number includes the plural and vice versa, and a word importing a gender includes all genders.

Action by FundSERV

FundSERV may take any action referred to in the Agreement through any one of its officers, or through any Person designated from time to time by the Board of Directors or by the officers of FundSERV.

Business Days

FundSERV shall be open for business as provided in the Procedures. FundSERV shall not be required to open for business on any day solely because it is an operating day in one or more locations where customers engage in business. Any transactions that FundSERV is instructed to effect on days on which FundSERV is not open for business shall be accepted, made or effected on the next day on which FundSERV is open for business.



Includes and Including

References in the Agreement to “includes” or “including” shall mean “includes, without limitation” and “including, without limitation”, respectively.

Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be deemed to be severed herefrom, and the remaining provisions of the document in question shall not be affected thereby and shall remain valid and enforceable.

Entire Agreement

The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, whether written or oral, between the parties, provided, however, that any outstanding payment obligation and/or obligation of confidentiality, indemnity, acknowledgement of liability and/or acknowledgement of intellectual property rights by the Customer in favour of FundSERV and/or the other customers of the Network, the FundSERV Standards and/or Services arising prior to the effective date of this Agreement shall continue in full force and effect. Except as contained herein, there are no conditions, covenants, agreements, representations, warranties, acknowledgements or other provisions, express or implied, collateral, statutory or otherwise, that form part of or affect this Agreement.

Force Majeure

If FundSERV’s performance is prevented, hindered or delayed by reason of any cause(s) beyond FundSERV’s reasonable control, including without limitation, labour disputes, war or civil disorder, governmental regulations, or acts of God, FundSERV shall be excused from performance of its obligations to the extent that it is prevented, hindered, or delayed thereby during the continuance of such cause(s).

Consent to Breach Does Not Constitute Waiver

No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute consent to, waiver of, or excuse for, any other different or subsequent breach.

Independent Contractors

FundSERV and the Customer are independent contractors. Nothing herein shall in any manner or for any purpose render either party an agent, fiduciary, trustee, partner or other representative of the other party.



Counterparts

This Agreement may be executed in counterparts, each of which is deemed to be an original and all of which together are deemed to be one and the same instrument.

15. NOTICE

Method

Any notice to be given under the Agreement whether by FundSERV to the Customer or by the Customer to FundSERV, shall be deemed to have been validly given if given in accordance with the procedure for notice for such communication set out in this Agreement. Where notice is required under this Agreement or any of the Services Selections and a specific procedure for notice for such communication is not set out in this Agreement or a Services Selections form, such notice shall be delivered in writing (which in the case of notice from FundSERV to the Customer may be by electronic communication) or sent by confirmed fax addressed in accordance with this section. Communications between FundSERV and the Customer that are not required under this Agreement or a Service Selection form may be made by any means contemplated by the Agreement, including, without limitation, by electronic communication. For the purposes of the Agreement, “notice” means a communication from FundSERV to the Customer, or from the Customer to FundSERV, in accordance with this Agreement and “notification”, “notify”, “notifies” and “notified” have a corresponding meaning.

Address for Customers

At the time of execution of this Agreement, the Customer shall provide FundSERV with an appropriate street address and other information, including an email address and fax number if available, to be used by FundSERV for the purpose of giving notice to the Customer. The Customer may revise this information from time to time in accordance with the notice provisions set out herein and shall be required to update the information at the request of FundSERV from time to time. FundSERV may rely upon the most recent information provided by the Customer.

Address for FundSERV

Any notice to be given by the Customer to FundSERV under the Agreement shall be addressed as follows:

FundSERV Inc. The Exchange Tower 130 King Street West Suite 1700 Toronto, Ontario, M5X 1E5 Attention: Corporate Secretary Telecopier (Fax): (416) 362-8772

or, if FundSERV notifies the Customer of a change of address, to that other address.



Effective time for Notice

Notice delivered in any one of the foregoing methods or otherwise in accordance with the Agreement by FundSERV to the Customer or by the Customer to FundSERV, is effective:

(a) at the time that such notice is delivered or sent, if the notice is delivered or sent during regular business hours on a Business Day; or

(b) at the next time that FundSERV opens for business, if the notice is delivered or sent outside a Business Day.

16. SURVIVAL

All terms and conditions of this Agreement which by their nature extend beyond the termination or expiration of this Agreement shall survive the termination or expiration, including, without limitation, Sections 2, 3, 7, 8, 9, 10, 11, 12 and this Section 16.

17. ASSIGNMENT

FundSERV may assign its rights and obligations under this Agreement to any of its Affiliates, or to any Person who succeeds to the rights and obligations of FundSERV with respect to the Services generally. FundSERV shall notify the Customer of any such assignment. The Customer may assign its rights and obligations under this Agreement to any of its Affiliates, or to any Person who succeeds to the rights and obligations of the Customer, provided that the assignee meets the Criteria for Eligibility. The Customer shall notify FundSERV of any such proposed assignment. This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Customer and FundSERV.

18. CHOICE OF LAW

Governing Law

This Agreement shall constitute a contract made under the laws of Ontario. Such contract shall be deemed to be performed in Ontario, and shall be governed by, and interpreted and enforced in accordance with, the laws of the Province of Ontario (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction) and the laws of Canada applicable therein.

Submission to Jurisdiction

All suits, actions or proceedings of any kind arising out of or in relation to the Agreement or the Customer's participation in the Services, whether between the Customer and FundSERV or between the Customer and any other customer, shall be brought in the courts of Ontario in Toronto. Each of the Customer and FundSERV submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding and waives any objection which it may have at any time to the venue of any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such party.



Dispute Resolution Among Customers

Responsibility for resolving any dispute arising from the Services shall rest solely upon the customers which are parties to the dispute.

19. LANGUAGE

By executing this Agreement in the English language, the parties hereto declare that it is their wish that this Agreement and the documents related thereto be in the English language only. En signant la version anglaise de la présente convention, les parties aux présentes déclarent vouloir que la présente convention et les documents qui s'y rattachent soient rédigés en langue anglaise seulement. This Agreement is also available in the French language. Cette convention est également disponible en langue française. Versions of the Agreement in English or French are equally authentic. Les versions française et anglaise des documents juridiques font également foi.

THIS CUSTOMER CONTRACT is made as of , 20 .

IN WITNESS WHEREOF the Customer and FundSERV have executed this Agreement under the hands and seals of their respective officers, duly authorized and appointed.

FUNDSERV INC.

(Name of Customer) By:

By:

Name: Title:

Name: Title:

By: By:

Name: Title:

Name: Title:



FUNDSERV DEFINITIONS SCHEDULE

Whenever used in the Agreement or the Services Selection form or in any other Schedule to the Agreement, unless there is something in the subject matter or context inconsistent therewith or unless otherwise provided for, the following words and terms shall have the following interpretations.

“Act” means the Canada Business Corporations Act as amended from time to time;

“Adequate Cause” means the occurrence of any one of the following events:

(a) the Customer fails to make any payment to FundSERV required by the Agreement; within the time required;

(b) the Customer commits a material breach of any provision of the Agreement;

(c) the Customer ceases to satisfy the Criteria for Eligibility;

(d) FundSERV determines on reasonable grounds that the Customer’s continuation as a customer would jeopardize the interests of FundSERV or other customers;

(e) the Customer is expelled or suspended by any regulatory body, or its registration or license to carry on its business is revoked, suspended or made subject to a material restriction by any regulatory body;

(f) the Customer or any Person associated with the Customer is permanently or temporarily enjoined by an order, judgment or decree of any court or body of competent jurisdiction from engaging in or continuing any conduct or practice in connection with the purchase, sale or delivery of any financial instrument, product or security; or

(g) such other event as FundSERV, in its discretion exercised reasonably, determines constitutes adequate cause;

“Affiliate” has the meaning given to that term in the Act;

“Agreement” means the customer contract entered into by FundSERV and the Customer, including the Schedules attached thereto, together with any amendments, additions, deletions or revisions thereto, as may be in force from time to time;

“Applicable Laws” means all applicable laws, legislation, regulations, rules, national instruments, policies, guidelines and all regulatory requirements, including, without limitation, any with respect to privacy, data protection, securities, insurance, banking and anti-money laundering;

“Business Day” means any day, other than a Saturday or a Sunday, on which FundSERV is open for business;

“Criteria for Eligibility” means the following criteria:

(a) conforming with and adhering to all of the FundSERV Standards;

(b) complying with the terms of the Agreement including the Services Selection form;

(c) being able to meet financial obligations to FundSERV and all other customers; and

(d) satisfying such other criteria as FundSERV may from time to time establish for customers;



“Customer” means the Person who has entered into the Agreement and remains or is reinstated as a customer of FundSERV pursuant to the Agreement and includes each Person who is authorized to use the Services by and on behalf of the Customer with the consent of FundSERV;

“Customer Contract” means the Agreement entered into respecting the use of the Services;

“Customer Site” means Customer’s website or sites that provide information on Customer’s financial products and services, including Customer’s Fund Facts;

“Definitions Schedule” means this schedule of definitions;

“Distributor” means a regulated or non-regulated financial firm that distributes financial instruments and products;

“Effective Date” has the meaning given in the forepart;

“File Forwarding System” or “FFS” means File Forwarding System, a Service established by FundSERV that provides for the automated exchange of various standard files among customers;

“Fund Facts” means the Fund Facts documents that are created by Customer for its financial products and services as required by Applicable Laws;

“FundSERV” means FundSERV Inc., a corporation amalgamated under the Canada Business Corporations Act, or means its assignee, if FundSERV Inc. has exercised its right to assign its rights and obligations under the Agreement to any of its Affiliates or to any Person who succeeds to its rights and obligations with respect to the Services generally;

“FundSERV Information” means proprietary information and materials relating to the Network and the provision of Services, including, without limitation, systems, software, designs, methods, techniques, information and technology, copyrights, trade secrets, patents, trade names, trademarks, service marks, and other rights including, without limitation, the FundSERV Standards;

“FundSERV Standards” means the data standards, technical standards, security standards and banking standards and other standards developed by FundSERV, and as amended from time to time;

“GIC File Forwarding System” or “GICFF” means the File Forwarding System for GICs, a Service established by FundSERV that provides for the automated exchange of various standard files among customers;

“GIC Net Settlement Messaging” or “GICN$M” means the Net Settlement Messaging Service for GICs, a Service made available by FundSERV that facilitates the exchange of payment messages among customers to settle payment and other obligations;

“GIC Transaction Forwarding System” or “GICTFS” means the Transaction Forwarding System for GICs, a Service established by FundSERV that makes provisions for the electronic placement of a variety of transactions and receipt of corresponding responses; “GIC Transaction Processing System” or “GICTPS” consists of the three major GIC components; GICFFS, GICN$M, and GICTFS;

“Hosting Services” means the activities of FundSERV to provide for the uploading by FundSERV of Fund Facts by Manufacturers, including Customer, for hosting and display to the public on or through the FundFacts Site;



“Inquiry” means the ability to connect to Manufacturers' systems for account lookup and reconciliation;

“Intermediary” means a "third party" which acts as administrator and record keeper for investor accounts and is recognized as the registered owner of the account;

“Manufacturer” means a company or legal entity that establishes, manages, and administers financial instruments and products;

“Messaging” means the Service established by FundSERV to exchange a variety of non-financial and financial transactions;

“Net Settlement Messaging” or “N$M” means the Net Settlement Messaging Service, a Service made available by FundSERV that facilitates the exchange of payment messages among customers to settle payment and other obligations;

“Net Settlement Reporting” or “NSR” means the Net Settlement Reporting Service, a Service established by FundSERV that matches orders to settlement instructions, facilitates reconciliation, aggregates and reports net settlement amounts and distributes settlement instruction information to customers;

“Network” means the electronic network infrastructure managed by FundSERV;

“Non Financial Update” or “NFU” means the Non Financial Update Service, a Service made available by FundSERV that facilitates the exchange of messages that does not affect the financial status of an account, such as a change of address or sales rep.

“Payment Exchange” means the process of facilitating payments among customers to settle net settlement obligations using N$M;

“Person” includes an individual or a business entity, whether incorporated, sole proprietorship, partnership, trust, joint venture, syndicate, association, agency, board, or any other form of entity or organization;

“Person associated with the Customer” means a person which directly or indirectly controls, is controlled by, or is under common control with such Customer, or a partner, director, officer or employee of the Customer or of any such Person;

“Privacy Policy” means the then current privacy policy which is found on FundSERV’s website;

“Procedures” means the procedures, business rules, business practices, technical papers, white papers and user guides of FundSERV that contain detailed instructions and provide operational and technical information for using the Services;

“Query Tools” means the Service established by FundSERV to provide a variety of fund company query and reporting tools such as FUNDcom or Browser Based Inquiry;

“Schedule” means a schedule to this Agreement and forming part of this Agreement, including the Services Selection form and Definitions Schedule and shall be deemed to include FundSERV's current form used to have customers designate Services from time to time;

“Services” means those services and standards updated from time to time and designated by the Customer in writing in accordance with FundSERV’s then current designation policy and shall always include those services and standards designated from time to time by FundSERV with respect to security and access to the Network and which facilitate secure electronic communications among Customers and between Customers and other persons;



“Services Selection” means a schedule or other documentation containing Services offered to and requested by a customer, which schedule or other documentation, when executed by a customer, forms part of the Agreement;

“Transaction Forwarding System” or “TFS” means the Transaction Forwarding System, a Service established by FundSERV that makes provisions for the electronic placement of a variety of transactions and receipt of corresponding responses;

“Vendor Contract” means the standard form agreement entered into between third party providers for services designated by a customer and FundSERV.

“Web Services” means the provision of online services and software, code or other instructions by FundSERV to permit Customer to provide on the Customer Site search functions, direct links and/or access to Fund Facts hosted on the FundFacts Site;


EPA Agreement

The Electronic Processing Agreement (EPA) is a centralized master agreement that establishes mutual agreements between fund manufacturers and distributors to increase automation and eliminate paperwork from EPA eligible client name transactions. The EPA also provides a framework for standardizing individual distributor agreements and creating new electronic standards for automation.

The EPA is a mandatory standard for all eligible fund manufacturers and is intended for those manufacturers who permit client name designated accounts and offer funds via simplified prospectus.

The requirements for participation are as follows:

Manufacturers

• Signed EPA

• Must offer either mutual fund or HISA products via client name accounts

• Must offer at least one of the following account types: Open, RRSP, or TFSA

• Must ensure all files are FundSERV Standards compliant

• Must continue to support a manual process

• Must support ADDPAC and EFT redemption instructions

Distributors

• Registration with IIROC or with the MFDA as a level 3 or 4 dealer

• Full N$M participation

• Ability to place/receive electronic trades and receive responses through FundSERV

• Maintenance of a minimum standard of 95% "in good order" transactions as described in the Standard Sampling Protocol process

• Support of electronic trading of the list of Eligible Transaction Types for the EPA initiative

For more details, please visit our website at http://www.fundserv.com/services/applications-and-services/elec-tronic-processing-agreement.

Getting Started

EPA Agreement


http://www.fundserv.com/services/applications-and-services/electronic-processing-agreement




MASTER ELECTRONIC PROCESSING AGREEMENT

THIS MASTER ELECTRONIC PROCESSING AGREEMENT is made effective between each Dealer and each Fund Manager that is listed in, and that has executed this Agreement where indicated on Appendix A, on the date that is so indicated on Appendix A as the effective date for each Party.

RECITALS:

1. The Parties wish to facilitate electronic processing of specified trades in securities of the Funds that are held in Client Name.

2. The Dealer will obtain all required instructions from its clients and retain and maintain documents and records concerning those instructions to conduct the specified trades in securities of the Funds that are held in Client Name and will provide the Fund Manager with electronic instructions regarding those trades using the standards developed by FundSERV. The Fund Manager will process the specified trades in accordance with those instructions of the Dealer.

3. The Dealer will provide the Fund Manager with access to the documents and records of the Dealer concerning the specified trades in securities of the Funds held in Client Name.

4. Each of the Dealer and the Fund Manager have interests in the documents and records concerning the specified trades in securities of the Funds conducted pursuant to this Agreement, given their respective duties to the clients, the unitholders of the Funds, the Funds and the trustees of registered tax plans.

5. The Parties intend this Agreement to be a master agreement for each Dealer and each Fund Manager who uses the facilities of FundSERV to process Transactions (as this word is defined herein) and the Dealer and the Fund Manager wish to enter into this Agreement to document their respective agreements with each other Fund Manager and each other Dealer, as the case may be, who have entered into this Agreement by executing Appendix A hereto.

6. The Parties wish FundSERV to maintain the master Agreement at its offices and to facilitate the addition of new Dealers and new Fund Managers to this master agreement through revisions to Appendix A.

NOW THEREFORE in consideration of the mutual covenants contained herein and other good and valuable consideration (the adequacy of which is hereby acknowledged by the Parties) the Parties hereto agree as set out in the Terms and Conditions and schedules to this Agreement:

1. The Dealer will process the Transactions and hold, retain and otherwise deal with the Documentation to which this Agreement relates in accordance with the provisions of the Terms and Conditions annexed hereto and forming part of this Agreement with respect to each of the Fund Managers indicated on Appendix A attached hereto.

2. The Fund Manager will process the Transactions and deal with the Documentation to which this Agreement relates in accordance with the provisions of the Terms and Conditions annexed hereto and forming part of this Agreement with respect to each of the Dealers indicated on Appendix A attached hereto.


3. This Agreement shall apply to those Transactions relating to securities of the Funds held in Client Name as are set forth in standards published by FundSERV from time to time.

4. This Agreement, together with the Terms and Conditions, all recitals, schedules and appendices attached to this Agreement as any of them may be amended from time to time, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral.

5. The Parties’ objectives in establishing this master electronic processing agreement are to

(a) facilitate electronic transmission of certain trades in securities of Funds that are held in Client Name and

(b) minimize differences in transmitting those trades and in the Documentation that is retained by the Dealers recording such trades and in the rights of the Fund Managers to access such Documentation.

6. The Dealer has executed this Agreement in relation to all Transactions relating to Funds managed by each of the Fund Managers indicated on Appendix A attached hereto and the Fund Manager has executed this Agreement in relation to all Transactions relating to its Funds that have been placed by each of the Dealers indicated on Appendix A attached hereto. Accordingly, the Dealer has entered into this Agreement with the Fund Manager and each other Fund Manager and each Fund Manager has entered into this Agreement with the Dealer and each other Dealer. This Agreement constitutes a separate Agreement between the Dealer and each Fund Manager and also between the Fund Manager and each Dealer, and each such separate Agreement shall be created with effect as of and from the date specified in Appendix A in respect of the relevant Party, upon execution and delivery by each Party of Appendix A. The rights and obligations of the Dealer and of the Fund Manager shall be several and distinct from, and not joint with, the rights and obligations of the Dealer and of the Fund Manager with the other Fund Managers and the other Dealers, as the case may be. This Agreement shall not be effective for a Party between the Party and another Party (Dealer or Fund Manager, as the case may be) if the other Party has indicated the first Party’s name as an exception in the applicable column in Appendix A.

7. The Parties acknowledge that FundSERV shall retain the original copy of the executed Agreement at its offices and further acknowledge FundSERV’s role in administering the Agreement, including facilitating new Dealers and new Fund Managers in entering into the Agreement through executing Appendix A. FundSERV will facilitate new Dealers and new Fund Managers to enter into this Agreement with the Dealer and the Fund Manager, as the case may be, if FundSERV is satisfied, acting reasonably, that the new Dealer and the new Fund Manager meets the Minimum EPA (Client Name) Standards.

8. The Parties further acknowledge and agree with respect to FundSERV that the services of FundSERV in facilitating the administration of this Agreement shall be included in the Services, as that term is defined in each Party’s Customer Agreement entered into between the Party and FundSERV. All of the terms of the Party’s Customer Agreement shall apply to FundSERV’s provision of services in administration of this Agreement as if those services were expressly referred to in the Customer Agreement. Without limiting the generality of the foregoing, the following provisions of the Customer Agreement between each Party and FundSERV shall apply to FundSERV in connection with its services in facilitating the administration of this Agreement:

(a) Waiver of FundSERV representations and warranties.


(b) Indemnity by Customer, being the applicable Party to this Agreement.

(c) Exclusion of liability of FundSERV.

IN WITNESS WHEREOF, by executing where indicated on Appendix A, the Parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers or representatives, as of the day and year so indicated on Appendix A.


ANNEX – TERMS AND CONDITIONS TO THE MASTER ELECTRONIC PROCESSING AGREEMENT

1. INTERPRETATION

1.1 Incorporation into Agreement. These Terms and Conditions form part of the Master Electronic Processing Agreement between the Dealer and the Fund Manager.

1.2 Definitions. Except where the context or subject matter is inconsistent therewith, the terms used in this Agreement shall have the meanings specified or referred to in Schedule 1.2 and grammatical variations of such terms shall have the corresponding meanings.

1.3 Sections and Headings. Division of this Agreement into articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any references in this Agreement to an article, section, subsection or schedule refers to the specified article, section or subsection of or schedule to this Agreement.

1.4 Number, Gender and Persons. In this Agreement, as applicable, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever.

1.5 Master Agreement and Execution of Agreement. Appendix A to this Agreement may be executed in counterparties and, once executed, shall be maintained by FundSERV who will facilitate the execution of this Agreement by the Dealer and the Fund Manager and any new Dealer and new Fund Manager who wishes to enter into this Agreement, provided the new Dealer and the New Fund Manager are considered by FundSERV, acting reasonably, to meet the Minimum EPA (Client Name) Standards. Appendix A as maintained by FundSERV shall be conclusive evidence of the Parties to this Agreement. The Dealer and the Fund Manager may at any time obtain a certified copy of the Agreement, including the executed Appendix A, from FundSERV.

2. TRANSACTION PROCESSING AND DOCUMENTATION

2.1 Transactions. The Dealer will process the Transactions electronically through FundSERV using the currently accepted and approved industry standard format for such Transactions.

2.2 Authorized Persons. The Dealer will restrict electronic transmission of Transactions to authorized persons at its head office and branch offices, including any sub-branch offices. The Fund Manager may rely on any such person who transmits a Transaction electronically pursuant to this Agreement as being an authorized person of the Dealer without further investigation or inquiry. This Agreement covers all offices, employees and representatives affiliated with the Dealer and the Dealer is responsible for ensuring that proper procedures are established and followed by both its head office and any branch office, including any sub-branch office.

2.3 Dealer Obligations respecting Documentation. The Dealer will not process a Transaction electronically through FundSERV unless and until the Dealer has in its safe possession, in accordance with the terms of this Agreement, all Documentation with respect to such Transaction


in accordance with all applicable laws, rules and regulations applicable to the Dealer. By processing a Transaction through FundSERV in accordance with this Agreement, the Dealer certifies that it has complied with this Agreement with respect to that Transaction and represents and warrants that it has obtained the instructions from its client to carry out the specific Transaction and is electronically transmitting those instructions as agent for its client, being the registered holder of the securities of the fund held in Client Name, to the Fund Manager who will proceed with the Transaction. The Dealer acknowledges that it is not acting as the agent of the Fund Manager in processing any Transaction through FundSERV, except that it is acting as the Fund Manager’s agent for the limited purposes of enabling the Fund Manager to meet its obligations as administrator to the trustee of any registered tax plan or TFSA.

2.4 Dealer Responsibility for Trades and other Matters. The Dealer will be responsible for ensuring that all trades constituting a Transaction, all instructions given to a Fund Manager and all actions of the Dealer related to a Transaction, comply with all regulation, policies and practices that apply to those trades, instructions and other actions, including those that apply to the Dealer, as agent for the client, and also to the Fund Manager, as the manager of the applicable Funds and the administrator to the trustee of any registered tax plan or TFSA. Without limiting the generality of the foregoing, the Dealer shall:

(a) Use the most current application forms supplied to the Dealer by the Fund Manager when opening a registered tax plan or TFSA.

(b) If transmitting to the Fund Manager information relating to electronic transfers of funds, transmit information that is in accordance with the instructions received from the Dealer’s client and the Dealer’s responsibilities to its clients, and that instructs the Fund Manager to transfer money only to the client’s bank account and not to any third party.

2.5 Dealer Responsibility for Duplicate Trades. Unless specifically requested to do so by the Fund Manager, the Dealer will not send the original Documentation to the Fund Manager in respect of any Transaction. If this requirement is not complied with for any reason and the Fund Manager duplicates an order as a result of receiving the original Documentation in addition to the electronic transmission of instructions with respect to a Transaction, the Dealer will accept responsibility for any losses incurred by the client, the Funds or the Fund Manager.

2.6 Maintenance of Documentation by Dealer. The Dealer will maintain, retain and otherwise deal with all Documentation submitted, prepared or otherwise obtained or created in connection with the Transactions under this Agreement as required by applicable laws, rules and regulations and subject to this Agreement, including, for greater certainty, the obligation to retain Documentation to satisfy its obligations under Sections 3.3 and 3.4 and to document the client’s instructions regarding electronic transfers of funds by the Dealer and the Fund Manager. Each of the Dealer and the Fund Manager acknowledges and agrees that each of the Dealer and the Fund Manager has an ownership interest in and to the Documentation retained by the Dealer. For greater certainty and without limitation, all processing forms, application forms, including registered tax plan applications, TFSA applications, or letters of direction and electronic transfer of funds directions that document an instruction from a client relating to a Transaction is Documentation in which the Fund Manager has an interest for the purposes of this Agreement.

2.7 Fund Manager Obligations. The Fund Manager will process the Transactions in accordance with applicable laws, the standard settlement cycle and the electronic instructions, including instructions as to electronic transfers of funds, it receives through FundSERV from the Dealer as agent for its client, being the registered holder of the securities of the Fund held in Client Name,


or in the case of an account transfer from nominee name to Client Name, becoming the registered holder of the securities of the Fund held in Client Name as a result of the Transaction. The Fund Manager will acknowledge receipt of instructions to carry out the Transactions by means of an electronic response in the currently accepted and approved industry standard format.

2.8 Processing Errors. Each Party shall be responsible for processing errors made by it. For greater certainty, any instruction received by the Fund Manager from the Dealer relating to an electronic transfer of funds to a bank account other than the bank account of the applicable client will be considered to be a processing error made by the Dealer.

2.9 Third Party Agreements. Each Party shall cause all third party agreements necessary to be amended as required to permit compliance by the Parties with the provisions of this Agreement.

2.10 Applicable Laws. Each Party shall comply with the laws, rules and regulations that apply to it in the processing of the Transactions and in maintaining, retaining, accessing or otherwise dealing with the Documentation, including laws governing privacy, electronic funds transfers, record retention and anti-money laundering and anti-terrorist financing and taxation. In particular, among other things, the Dealer will comply with the client identification and verification and transaction monitoring obligations that apply to it in the processing of the Transactions under anti-money laundering and anti-terrorist financing laws.

3. CERTIFICATION AND ACCESS

3.1 Annual Certificate of Compliance. The Dealer shall provide FundSERV within 60 days from the last day of the preceding calendar year with an annual certificate of compliance from the chief compliance officer of the Dealer certifying that the Dealer has complied with all provisions of this Agreement in such preceding year, in substantially the form attached hereto as Schedule 3.1. The Dealer acknowledges that FundSERV will notify the Fund Manager if it does not receive the compliance certificate in the form required hereunder.

3.2 Dealer Compliance. The Dealer shall notify the Fund Manager, in writing, as soon as practicably possible, if the Dealer

(a) has been informed by its applicable regulator, including any self-regulatory organization, that its policies and procedures regarding creation, maintenance and retention of Documentation and processing of Transactions does not comply with applicable laws, including regulations, rules and policies of an applicable self-regulatory organization or

(b) becomes aware that any of the Documentation or Transactions processed pursuant to this Agreement were created or processed, as the case may be, negligently or fraudulently by any employee, representative or agent of the Dealer.

3.3 Imaged Documentation. The Dealer shall provide the Fund Manager with an Imaged Documentation or other certified copy of Documentation reasonably acceptable to the Fund Manager:

(a) with respect to a Transaction pending settlement, within one Business Day; and

(b) with respect to a settled Transaction, within ten calendar days


in both cases, of the Dealer’s receipt of any request by the Fund Manager for the Documentation relating to the applicable Transaction. If the Dealer is unable to supply Imaged Documentation or other certified copy of the Documentation reasonably acceptable to the Fund Manager, then the Dealer shall provide the Fund Manager with the original of the Documentation.

3.4 Access By Fund Manager.

(a) The Dealer will provide access to the Fund Manager on reasonable written notice by the Fund Manager to the Dealer, to review or inspect the Documentation for the purposes of ensuring compliance with this Agreement.

(b) In the event the Fund Manager or the Funds undergo regulatory inspection, review, litigation, investigation, supervision or audit or other authorized requests to produce documents, the Dealer will comply with any reasonable requests of the Fund Manager for access to the Documentation to the extent necessary to allow the Fund Manager to meet the demands of such regulatory inspection, review, litigation, investigation, supervision or audit.

(c) Pursuant to the Standard Sampling Protocol, the Fund Manager, together with other Fund Managers and facilitated by FundSERV will periodically review and inspect Documentation held by the Dealer for the purposes of ensuring compliance with this Agreement. The Dealer will provide the form of access contemplated by the Standard Sampling Protocol.

(d) The access to the Documentation contemplated in this Section 3.4 will be subject to any reasonable security and privacy policies and procedures of the Dealer. The Dealer acknowledges that its privacy policies and procedures do not restrict the Fund Manager, including when facilitated by FundSERV, from having access to the Documentation for the purposes of this Section 3.4.

4. INDEMNITY AND INSURANCE

4.1 Indemnity. Each Party (an Indemnifying Party) shall defend, indemnify, and hold harmless the other Party and its affiliates, managers, directors, officers and agents and employees (collectively, the Indemnified Parties) at the Indemnifying Party’s sole expense against any and all proceedings, demands, actions, causes of action, assessments, orders, settlements, suits, claims, debts or liabilities against the Indemnified Parties, including, but not limited to, costs and solicitors’ fees, and amounts paid in settlement arising out of or in connection with:

(a) any claim arising as a result of a breach or alleged breach of this Agreement by the Indemnifying Party;

(b) any claim arising from or related to any injury to persons, damage to property, loss of use of property or fidelity or crime loss; and

(c) any claim arising from the electronic processing of Transactions by a Party in accordance with the electronic instructions or responses transmitted through FundSERV pursuant to this Agreement.

4.2 Insurance. The Dealer shall obtain and maintain during the term of this Agreement insurance required by applicable laws.


5. CONTRACT MANAGEMENT AND DISPUTE RESOLUTION

5.1 Each Party will appoint one contract manager and, for periods when any contract manager is sick or on holidays, a deputy for him or her (the Contract Manager), who will be the initial point of contact for the other Party for the overall management of this Agreement. The initial Contract Managers are named in Appendix A for the Dealer and the Fund Manager. A Party shall direct all notices and communications, other than the routine transmission of Documentation under this Agreement to the other Party’s Contract Manager unless otherwise stated.

5.2 Each Party shall:

(a) be entitled to treat the other Party’s Contract Manager or any respective deputy as the authorised representatives of the other Party in respect of the matters conferred on the Contract Managers under this Agreement; and

(b) notify promptly from time to time the other Party of any planned change of its Contract Manager or any deputy to the Contract Manager.

5.3 In the event of a dispute in connection with this Agreement, and the Parties are unable to resolve the dispute through their Contract Managers, the dispute shall be appropriately escalated within the Dealer and the Fund Manager for resolution. If the Parties are still not able to resolve the dispute within a reasonable period of time after such escalation, then the Parties may exercise their respective rights under this Agreement.

5.4 All disputes arising in connection with this Agreement shall be finally settled under the Rules of the ADR Institute of Canada by a single arbitrator appointed in accordance with such Rules. The place of arbitration shall be Toronto, Ontario. The language to be used during the proceedings shall be the English language. The arbitrators shall be instructed that time is of the essence in proceeding with their determination of any dispute and, unless otherwise agreed by the Parties, the decision of the arbitrators should be rendered within thirty (30) days of the conclusion of the final hearing of such dispute. The decision of the arbitral tribunal shall be in writing and shall be final and binding with rights of appeal in accordance with the Arbitration Act, 1991 (Ontario). Either Party may request any competent court, wherever situated, to declare the award enforceable and any legal fees and expenses incurred by such Party in connection with such request shall be paid by the non-executing party. Subject to applicable laws, the Parties undertake to keep strictly confidential the content of the arbitral proceedings and any arbitration award made in such proceedings.

5.5 While any bona fide, good faith dispute between the Parties is being resolved, and subject to any rights, including termination rights, arising after the matter in dispute, the Parties shall continue to process Transactions and maintain Documentation pursuant to the terms of this Agreement.

6. TERM AND TERMINATION

6.1 Term. The term of this Agreement shall be one year from the date of this Agreement, unless earlier terminated in accordance with the terms hereof. This Agreement shall be automatically renewed for successive periods of one year each, unless earlier terminated in accordance with the terms hereof.

6.2 Termination. Either Party may terminate this Agreement in respect of the other Party:


(a) upon ninety (90) days written notice of its intention to terminate this Agreement;

(b) immediately, without notice, if Bankruptcy occurs with respect to the other Party;

(c) in the case of the Fund Manager, immediately, without notice, if either of the following occur:

(i) the Dealer does not provide copies of or access to the Documentation in accordance with this Agreement, or

(ii) as a result of reviewing the Documentation provided to the Fund Manager, whether on request of the Fund Manager or pursuant to the Standard Sampling Protocol, the Fund Manager determines that the Dealer is materially in breach of maintaining and retaining the Documentation in accordance with the terms of this Agreement.

(d) immediately, upon written notice, if the Party does not wish to enter into this Agreement with a new Party to this Agreement who was not a Party when the Agreement became effective for the first Party with other dealers or fund managers, as the case may be;

(e) immediately, without notice, upon any material breach of this Agreement by the other Party;

(f) upon sixty (60) days’ written notice, if a change of control of the other Party occurs;

(g) upon sixty (60) days’ written notice in the event of: (i) the consolidation, merger, amalgamation, arrangement, reorganization or other business combination of the other Party with another person or entity; (ii) the consolidation, merger, amalgamation, arrangement, reorganization or other business combination of another person or entity into the other Party; or (iii) the purchase or other acquisition by the other Party of all or substantially all of the business and assets of another person or entity; or

(h) upon sixty (60) days’ written notice if there is a non-material breach of a Party’s obligations to the other Party under this Agreement of which such Party has received written notice from the other Party but has failed to cure such breach in a reasonable period of time.

6.3 Notice of Termination In the event of termination by a Party to the other Party to this Agreement, then the terminating Party shall notify FundSERV of that termination and instruct FundSERV to amend Appendix A to reflect the name of the terminating Party as an exception for the applicable Party on Appendix A. For greater certainty, the Dealer or the Fund Manager, as the case may be, may exercise its right to terminate this Agreement as against the other Party without affecting the continuation of the Agreement between the Dealer and other Fund Managers or between the Fund Manager and other Dealers, as the case may be.

6.4 Provision of Documentation on Termination On termination of this Agreement and at the request of the Fund Manager, acting reasonably, the Dealer shall provide the Fund Manager with a copy of the Documentation for a Transaction or Transactions processed during the term of this Agreement. The Dealer shall provide the requested copies in such format as the Fund Manager may reasonably request as soon as possible after the request of the Fund Manager, but no later


than sixty (60) days following the date of the request. This right shall be in addition to the Fund Manager’s right to receive Imaged Documentation provided for in Section 3.3.

6.5 Other Remedies. Nothing in this section is intended to replace or derogate from any other remedy that a Party may have at law or in equity in consequence of any breach of, or failure to observe and perform, any covenant, representation or warranty in this Agreement by the other Party.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Representations of the Parties. Each of the Fund Manager and the Dealer hereby represents and warrants that:

(a) It is duly formed and existing under the laws of the jurisdiction where it was created;

(b) It has all requisite power and authority to carry on the activities described in this Agreement;

(c) It has authorized, by all necessary action, the execution and delivery of this Agreement;

(d) The execution and delivery of this Agreement does not and will not result in any breach of any of the terms, conditions or any provision of, or constitute a default under, any provision of any charter, by-laws, trust agreement, indenture or any other agreement to which it is a party; and

(e) This Agreement is a legal, valid and binding obligation, enforceable against it, in accordance with its terms, subject to the usual exceptions in relation to equitable remedies and creditors’ rights generally.

7.2 Dealer Representation. The Dealer represents and warrants that it is, and covenants to remain during the term of this Agreement, duly registered under applicable laws to carry out its obligations hereunder and to its clients and a member in good standing of the applicable self-regulatory organization of which it is a member. The Dealer hereby covenants to act in compliance with the rules of the applicable self-regulatory organization throughout the term of this Agreement.

7.3 Fund Manager Representation. The Fund Manager is registered with the applicable securities regulators to carry out its obligations as an investment fund manager for the Funds, and covenants to act in compliance with applicable laws.

8. GENERAL

8.1 Notices. All notices, documents or other communications required or permitted to be given under this Agreement shall be in writing and shall be effectively given if sent by prepaid courier service or registered mail, delivered personally or sent by facsimile transmission to the other Party as set forth in Appendix A.

Any notice to be given to FundSERV as required by this Agreement shall be sent by the applicable Party to Customer Service of FundSERV at FundSERV’s then usual and customary address.


Any such notice, document or other communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered personally, or on the day of facsimile transmission or sending by e-mail, provided that such day is a Business Day and the communication is so delivered, transmitted by facsimile or sent prior to 4:00 pm ET on such day. Otherwise, such communication will be deemed to have been given and made and to have been received on the next Business Day if sent by courier, personal delivery, e-mail or fax, or on the third Business Day following the mailing thereof; provided that no such communication shall be mailed during any actual or apprehended disruption of postal services.

Each of the Parties hereto shall be entitled to specify a different address for purposes of this Section only by giving notice to FundSERV in accordance with the terms hereof which contains the information required in Appendix A and instructing FundSERV to amend Appendix A to reflect the new address.

8.2 Time of the Essence. The Parties acknowledge and agree that timely performance of the covenants agreed to herein is of the essence of this Agreement.

8.3 Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada and the Parties attorn to the jurisdiction of the courts of Ontario.

8.4 Severability. Should any provision of this Agreement be found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision, and such invalid provision shall be deemed severed and the remainder of this Agreement shall remain in full force and effect.

8.5 Survival. The Dealer’s obligations under Sections 2.6, 2.10, 3.2(b), 3.3, 3.4, 4.1, 6.4 and 6.5 of the Terms and Conditions shall survive the termination of this Agreement. The Fund Manager’s obligations under Section 4.1 of the Terms and Conditions shall survive the termination of this Agreement. Both Parties acknowledge and agree that section 8 of the Agreement shall survive the termination of this Agreement regarding their Customer Agreements with FundSERV.

8.6 Enurement. This Agreement shall enure to the benefit of and be binding upon each of the Parties and their respective successors and permitted assigns.

8.7 Assignment. The Dealer may not assign this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party, which consent shall not be unreasonably withheld.

8.8 Force Majeure. Neither Party shall be deemed to be in default hereunder or liable for any delay or failure to perform its obligations hereunder (other than payment obligations) that is caused, in whole or in part, from any act or omission or causes beyond such Party’s reasonable control, including labour disputes, malfunction or failure of third party systems or services (including telecommunications services), worms, viruses and other similar means such that the Transactions cannot be processed or are otherwise incapable of being performed or that restrict or diminish their performance, acts of God, war, acts or orders of government, earthquakes, floods, storms or other similar causes provided that such Party has applied appropriate diligence and foresight to prevent such Force Majeure, including the establishment of appropriate back up plans, disaster recovery and business continuity plans, provided prompt notice of the Force Majeure and an action plan to correct the problem or effect a workaround, and takes all commercially reasonable


actions to correct the problem or effect a workaround. Subject to the foregoing, in the event that an Event of Force Majeure continues for a period of 30 days and the Transactions still cannot be processed or the ability to process Transactions is diminished, then either Party may terminate this Agreement without further liability.

8.9 Waiver. Any waiver of, breach, non-compliance or consent to depart from the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise and no delay in exercising any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

8.10 Further Assurances. Each Party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as any other Party may in writing at any time and from time to time reasonably request be done or executed in order to give full effect to the provisions of this Agreement.

8.11 Independent Contractors. The Parties are independent contractors from each other and shall not be considered to be in partnership with each other.

8.12 Independent Legal Advice. Each of the Parties acknowledges having obtained its own independent legal advice with respect to the terms of this Agreement prior to its execution.


SCHEDULE 1.2 - DEFINITIONS

“Agreement” means the master electronic processing agreement dated [insert date], 2010, the Terms and Conditions annexed thereto, and all recitals, schedules and appendices attached to or which reference or supplement the Agreement or the Terms and Conditions and “hereto” and “herein” and similar expressions mean and refer to the Agreement and not to any particular article, section, subsection, schedule, appendix or annex;

“Bankruptcy” shall be considered to occur in respect of a Party if:

(a) any voluntary proceeding is commenced (by the filing of any originating process, notice or assignment or otherwise) by the Party pursuant to an Insolvency Act;

(b) any proceeding is commenced (by the filing of any originating process or otherwise) against the Party pursuant to an Insolvency Act, and

(i) such proceeding is not contested, diligently and on a timely basis, by that Party,

(ii) Bankruptcy occurs in respect of that Party within the meaning of any other paragraph of this definition during the contestation of such proceeding or such contestation under (i) is unsuccessful, or

(iii) such proceeding is not dismissed, withdrawn or permanently stayed within thirty (30) days of commencement and any enforcement proceedings are not and do not remain stayed during the contestation of such proceeding;

(c) any voluntary proceeding is commenced (by the filing of any originating process or notice or otherwise) by or respecting a Party pursuant to the corporate or company statute under which the Party is organised from time to time or any other statute of any relevant jurisdiction which is not an Insolvency Act seeking any stay of creditor remedies or moratorium, compromise, arrangement, adjustment, extension or re-organisation of debts or other liabilities;

(d) any statute, regulation, declaration, order or other stipulation having or purporting to have the force of law is passed, adopted, made or issued by any regulatory authority which does or seeks to expropriate or nationalise the Party or all or substantially all of its property, assets and undertaking;

(e) any voluntary or other proceeding is commenced (by the filing of any originating process or notice or otherwise) by or against the Party seeking appointment (provisional, interim or permanent) of a receiver, manager, receiver and manager, interim receiver, trustee, sequestrator, custodian, liquidator or Person with like or comparable powers for that Party or for all or substantially all of its property, assets and undertaking, and

(i) such proceeding is not contested, diligently and on a timely basis, by that Party,

(ii) Bankruptcy occurs in respect of that Party within the meaning of any other paragraph of this definition during the contestation of such proceeding or such contestation under (i) is unsuccessful, or


(iii) such proceeding is not dismissed, withdrawn or permanently stayed within thirty (30) days of commencement and any enforcement proceedings are not and do not remain stayed during the contestation of such proceeding;

(f) any secured creditor of the Party takes possession or control (actual or constructive) of, or appoints any agent, receiver, manager, receiver and manager or Person with like or comparable powers in respect of, that Party or all or substantially all of its property, assets and undertaking; or

(g) a majority of the directors or shareholders of the Party voting thereon pass or ratify any resolution for its liquidation, winding up or dissolution, to authorize any voluntary proceeding by or in respect of that Party described above or to consent to or refrain from contesting any proceeding or step against or in respect of that Party or its property, assets or undertaking described above.

“Business Day” means a day, other than a Saturday or Sunday, which is a day upon which the TSX is open for the transaction of business;

“Client Name” means the registration of a security of a Fund in the name of the beneficial owner of that security on the securityholder records of the Fund maintained by the Fund Manager or by another service provider to the Fund or the Fund Manager.

“Contract Manager” means the contract manager appointed and designated by each Party pursuant to Section 5.1 of the Terms and Conditions to this Agreement and any deputy contract manager;

“Dealer” means each of the entities listed in Appendix A under the heading “Dealers”. References to “the Dealer” in this Agreement shall refer to each one of those Dealers as applicable.

“Documentation” means any documentation in whatever form or medium, related to the Transactions, including, without limitation, instructions, order entry forms, electronic transfer of funds instructions, application forms and such other documentation as may be required in order to meet applicable In Good Order Requirements;

“Fund Manager” means each of the entities listed in Appendix A under the heading “Fund Managers”. References to “the Fund Manager” in this Agreement shall refer to each one of those Fund Managers as applicable.

“Funds” means all mutual funds managed by the Fund Manager from time to time and shall include any other investment product of the Fund Manager that FundSERV permits Transactions relating to that product to be electronically transmitted pursuant to this Agreement;

“FundSERV” means FundSERV Inc., a provider of the investment fund transaction processing system used by the Parties;

“Imaged Documentation” means copies of any Documentation that, if used as evidence in a court of law in the province of Ontario, would meet the applicable standards of evidence for that court of law;


“Including” means the terms “include”, “including” and “such as” are illustrative and not limitative;

“In Good Order Requirements” means, for any Transaction, the requirements that may be agreed to from time to time, for such Transaction by the Fund Manager and the other Fund Managers, facilitated by FundSERV;

“Insolvency Act” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or any other statute of any relevant jurisdiction relating to bankruptcy, insolvency, stay of creditor remedies, moratorium, compromise, arrangement, extension, adjustment or re-organisation of debts or other liabilities, liquidation, winding up or dissolution;

“Minimum EPA (Client Name) Standards” means those standards that are developed by the Parties, facilitated by FundSERV, and that must be met by a dealer or a fund manager wishing to enter into this Agreement. The Minimum EPA (Client Name) Standards in effect from time to time will be communicated to the Parties by FundSERV;

“Party” means either the Fund Manager or the Dealer or either of them; and “Parties” means both of them or each Dealer and each Fund Manager, collectively, entering into this Agreement, as the context suggests;

“Person” means an individual, corporation, partnership, trust, joint venture, co-ownership, syndicate, unincorporated organization, body corporate, co-operative association, governmental body, trustee, executor, administrator or other legal or personal representative;

“Standard Sampling Protocol” means the protocol developed by the Fund Manager in conjunction with other Fund Managers and facilitated by FundSERV, regarding review of the Documentation required to be maintained by the Dealer under this Agreement. The Standard Sampling Protocol in effect from time to time will be communicated to the Parties by FundSERV;

“Taxes” means all taxes, duties, charges or levies by a governmental body or agency, including sales tax and goods and services tax, which are applicable now or may be imposed in the future;

“Terms and Conditions” means the terms and conditions set out in this annex to this Agreement which form part of this Agreement;

“Transaction” means a purchase, redemption or other action of or with respect to a security issued by a Fund and held in Client Name, and includes an account transfer from nominee name to Client Name, as designated by FundSERV from time to time and includes instructions to electronically transfer funds from one account to another.


SCHEDULE 3.1 - CERTIFICATE OF COMPLIANCE

I, , the Chief Compliance Officer of the Dealer understands the Dealer’s obligations under the Master Electronic Processing Agreement and hereby certifies, that the Dealer has complied with terms of the Master Electronic Processing Agreement throughout the preceding twelve month period ending .

DATED this day of , 20 .

DEALER Name:

This Certificate of Compliance must be delivered to FundSERV Inc. as required by section 3.1 of the Agreement.


APPENDIX A

DEALERS

REGISTERED NAME

DEALER CODES

NOTICE ADDRESS

(SECTION 8.1)

CONTRACT MANAGER AND ALTERNATIVE

CONTRACT MANAGER

(SECTION 5.1)

EXECUTION BY AUTHORIZED SIGNATORY

(NAME AND TITLE)

EFFECTIVE DATE

EXCEPTIONS

DEALER DOES NOT

CONTRACT WITH THE

FUND MANAGERS INDICATED:

BY:_______________

BY:_______________

Effective Date:

BY:_______________

BY:_______________

Effective Date:

BY:_______________

BY:_______________

Effective Date:

BY:_______________

BY:_______________

Effective Date:

BY:_______________

BY:_______________

Effective Date:

BY:_______________

BY:_______________


FUND MANAGERS

REGISTERED NAME

FUND MANAGER

CODES

NOTICE ADDRESS

(SECTION 8.1)

CONTRACT MANAGER AND ALTERNATIVE

CONTRACT MANAGER

(SECTION 5.1)

EXECUTION BY AUTHORIZED SIGNATORY

(NAME AND TITLE)

EFFECTIVE DATE

EXCEPTIONS

FUND MANAGER DOES NOT

CONTRACT WITH THE DEALERS

INDICATED:

BY:_______________

BY:_______________

Effective Date:


January 2013 Classification: FundSERV Customers Only 1

EPA Eligible Transactions Types (As of January 2013)

To automate Client Name transactions, participating manufacturers must establish a standard by which transactions will be

allowed to flow electronically and without follow-up paper work. The terms of the FundSERV initiative for sub delegating of the

paper requirements are:

CATEGORY TRANSACTIONS

All Transactions • Product Type = M (Mutual Fund); and T (Non-security Interest Bearing Product) with v20

• Country Code = CAN

• N$M or non-N$M Settlement; Settlement Status = B (Bulk) or I (Individual)

Purchases (Buy) Transaction Type

= 5

Purchases: 1

• Open – Account Type = 01

• Individual, ITF, Joint (recipient codes 1, 2 or 7)

• New Account Opening (recipient code 1; or recipient code 2 or 7 when Joint Signature Type = A & O)

• RRSP Contributions – Account Type = 02

• Individual and spousal contributions; Spousal Flag = Y

• New Account Opening including Declaration of Trust

• TFSA (Tax Free Savings Account) – Account Type = 17

• Commission rebates (all account types)

• ICT Buy side

Redemptions (Sell)

Transaction Type = 6

Switches

Transaction Type = 8, Trans Type Dtl = 1

Transfers

Transaction Type = 8, Trans Type Dtl = 4, 8, 9

Redemptions:2

• Redemptions not greater than $25,000 gross at the account level (currency neutral)

• Account Types 01, 02, 17

Switches:

• All account types

• Individual, Joint and Corporate accounts (recipient codes 1, 2, 3 or 7)

ICT

• Redemption side any amount

Account Transfers:

Account Types – Internal Transfers (AcctDesig 1 to 1) 1. Open (01) to account types TFSA (17), Open (01), and Non-Spousal RRSP (02) 2. RRSP (02) (including non-spousal, spousal, group, and group spousal) to account types

RRSP (02) (including non-spousal, spousal, group, and group spousal)

3. TFSA (17) to account types TFSA (17), Open (01), Non-Spousal RRSP (02)

Account Types – Open (01),RRSP (02) and TFSA (17)

• Client name to Intermediary (AcctDesig 1 to 3)

• Internal transfer Intermediary to Client Name (AcctDesig 3 to 1)

• External transfers Client Name to Intermediary (AcctDesig 1 to 3)

• Non-ATON internal and external transfer Client Name to Nominee (AcctDesig 1 to 2)

• Internal Nominee to Client Name (AcctDesig 2 to 1)

Error Corrections N$M Distributors only, Open (01), RRSP (02), and TFSA (17) account types only

• Purchase and switch reversals (Action Code = REV)

• As of purchases and switches (Action Code = AOT)

• Purchase, ICT, and Redemption Cancellation (Action Code = CAX)

Non-Financial Updates (NFU) Distributor /Financial Advisor updates:

• Add/Modify financial advisor record information (AddModRep)

• Bulk movement of accounts from one advisor code to

another (ModBulkRep)

• Change financial advisor code on client account (ModAcctAttrib)

• Dealer code change on client account (if under same dealer umbrella) (ModAcctAttrib)

Client Account Updates:

• Add/Change investor email (AddModClientInfo)

• Change address (AddModAddress)

• Add SIN/BN (AddModClientInfo)

• Add date of birth (AddModClientInfo)

• Add/Change language (AddModClientInfo)

• Modify distribution information (ModDistributions)

• TFSA Successor Update (AddTFSAS)

• Add investor PAC (AddPAC)

I. Purchases excluded: Contribution Withdrawal Code = J (60J Pension Transfer) or L (60L Transfer on Death).

II. Redemptions excluded: Corporate accounts, non-N$M redemptions payable to different Payee (including the dealer) or different address , Formal Trust accounts, Homebuyer or Life Long

Learning Redemptions, Redemptions for certificated or assigned units, Redemptions with recent address change, Marriage breakdowns, and Estates.

III. Transfers excluded: Client Name RRSP to Client Name RRIF (internal transfer)


January 2013 Classification: FundSERV Customers Only 2

Redemption Processing

• When the order Value is E for and EFT, then the manufacturer will use the information provided in the order.

• The pilot group has also agreed to standardize the timeline to allow redemptions after a client address change. This will be

managed by the manufacturer.

• Any applicable change request received after T+1 (T for T+1 transactions) will be handled on a best efforts basis (EFT

request for redemptions).

ICT Buy Side Rejects

When an ICT buy transaction is rejected by the manufacturer (before 4pm ET on T+1) the distributor will receive a reject

“F99” response from the manufacturer. In this scenario the distributor will research the error code, and the sell side transaction

will be settled individually unless the trade is cancelled by the distributor. Where applicable, the distributor will also contact the

manufacturer associated with the ICT buy side to address the rejection and next steps required.

Please note that the ICT Buy side rejects are part of the EPA, and paperwork will not be required if rejected.

Settlement Cycles for Trades supported by the EPA

Trades may be settled via N$M, or non-N$M. There are no changes for N$M settlement. However, non-N$M settlement has a change related to redemptions. Specifically non-N$M redemptions that are placed electronically will be guaranteed

proceeds on T+3. To accommodate this change the settlement date in the Account Transaction (AT) file will be changed

to T+2.

Please note that FundSERV is not changing industry settlement cycles, and the Account Reconciliation (AF) file will

remain unchanged.

Electronic Orders Not Supported by the EPA Electronic orders not supported by the EPA can be placed electronically via FundSERV. However, documentation is required by the manufacturer to complete settlement.

Not supported transactions settle on the day all documentation and/or money is received in good order or according to the

same settlement cycle as trades supported by the EPA (see the settlement cycle for trades supported by the EPA). If

documentation and/or money are not received within the timelines, the order will be offset and the distributor charged for

any dilution.

Special Considerations for Orders Not Supported by the EPA

• When a redemption is processed electronically by the distributor, and falls outside of the eligible EPA transactions,

manufacturers will work with the distributors to receive the required paperwork.

• When a redemption request is for a payee who is different than the manufacturer records, the distributor has until

4 p.m. ET on T+1 (T for T+1 transactions) to forward the supporting documentation. There is no guarantee of

transaction fulfillment if the documents are received on T+2 or thereafter.

All orders sent manually to the manufacturers to process will be processed by the manufacturers (will not be rejected).


FundSERV Services Selection

Company Code:

FundSERV provides a variety of services to our customers. To assist you in deciding which services to choose, please refer to the information available at http://www.fundserv.com/services

Manufacturers must complete all three sections.

1. Please indicate which services you intend to utilize upon joining the FundSERV Network.

Transaction Forwarding System (TFS)

File Forwarding System (FFS)

Non-Financial Updates (NFU)

Off-Shore Fund Services

GICSERV

2. Please select only one of the following settlement options (manufacturers must select N$M)

Net $ettlement Messaging (N$M)

Net $ettlement Messaging Commission only (N$M Commission Only)

3. For manufacturers only. One of the following Inquiry services is mandatory. Please indicate which Inquiry services you intend to utilize upon joining the FundSERV Network.

Inquiry website

FUNDcom

4. Please select whether your company wants to utilize our secure FTP service.

Note: This service enables the secure transfer of files over the FundSERV network. Please read through the connectivity information in order to facilitate the setup process. As with most FundSERV services, some testing is required. Please contact our technical support dept. at 1-800-267-3526 or by email at [email protected] to inquire about the testing process.

SFTP

5. Training

FundSERV is pleased to offer training services. You can request that a training associate be sent to your office, or we invite you to come down to ours. Simply choose a course, or customize one that best fits your needs at http://www.fundserv.com/services/training.

Send us an email at: [email protected] and we will be more than happy to help.

Getting Started

Services Selection Form



http://www.fundserv.com/services/training

mailto:[email protected]

https://estandards.fundserv.com/secure/english/technical_papers/tech_specs_toc.htm


https://estandards.fundserv.com/secure/english/technical_papers/tech_specs_toc.htm

DESIGNATION OF CUSTOMER CODES (This document may be a schedule to a customer contract signed by the undersigned or may be a stand

alone document.)

This document is being provided to FundSERV Inc. (“FundSERV”) pursuant to a customer contract dated ___________________, 20______ (the "Customer Contract") between FundSERV and the undersigned (the “Customer”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Customer Contract. The Customer acknowledges and confirms that FundSERV has granted codes as noted below. The Customer shall be responsible for all actions, of every nature and kind whatsoever, taken under each of the codes listed below and shall be responsible for all costs, of every nature and kind whatsoever, associated with the provision of such access. Name Code(s) __________________________________ ______________________________________________ __________________________________ ______________________________________________ __________________________________ ______________________________________________ __________________________________ ______________________________________________ In the event that there is a change to this information, the Customer shall immediately notify FundSERV in writing of the change by updating and executing a new version of this document. Access to the Network will be restricted accordingly. Date: (Name of Customer) By: Name: Title:


Version 2 September 2010 Page 1 of 2

DESIGNATION OF THIRD PARTY (This document may be a Schedule to a Customer Contract signed by the undersigned or may be a stand

alone document.)

This document is being provided to FundSERV Inc. (“FundSERV”) pursuant to a customer contract dated ___________________, 20_______ (the "Customer Contract") between FundSERV and the undersigned customer (the “Customer”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Customer Contract. The Customer hereby designates the third party set out below and requests that FundSERV rely on the following information to give access to the Network to the third party, as indicated below, on behalf of the Customer until the Customer provides other updated information to FundSERV in accordance with the Customer Contract, provided, however, that the third party must execute such documentation as may be required by FundSERV from time to time. The Customer shall continue to be responsible for all costs, of every nature and kind whatsoever, associated with the provision of access to the third party and shall be responsible for all actions, of every nature and kind whatsoever, of the third party taken on behalf of and/or in the name of the Customer and shall continue to be bound by the terms and conditions of the Customer Contract and under any instrument or document delivered pursuant to the Customer Contract, including the representations, warranties and indemnities contained in the Customer Contract and in any such other instrument or document, all of which are and shall be deemed to be obligations and liabilities of the Customer. Third Party Information: Full Legal Name of Third Party: Address: Attention: Telephone Number: Facsimile Number: E-mail address: In those instances where the third party is to be provided access to the Services, the Customer acknowledges and agrees that FundSERV shall be entitled to rely on instructions received from the designated third party only and shall communicate with the designated third party in all respects as if the designated third party were the Customer as indicated herein. In the event that FundSERV receives instructions from both the designated third party and the Customer, FundSERV shall accept the instructions from the designated third party.

1. Provide the third party with access to the following codes:

Company codes (if known): _____________________________________

2. Provide the third party with access to the following:

Data Standards: Network:

Connectivity: Third party has system-to-system access to FundSERV network via:

Router FTP


Version 2 September 2010 Page 2 of 2

Services: Third party is authorized to access the following services: (the customer and third party can access the same services)

Customer (you) Third party _________________________

Order Entry File Transfer N$M NFU (messaging) Off-Shore Fund Services GICSERV

Query Tools:

Third party is authorized to access the following Query Tools:

Third party _______________________________

Inquiry FUNDcom

eBilling contacts (minimum 2): Complete this section if a third party manages the customer’s eBilling. Name: _______________________________________________ E-mail address: _______________________________________________ Name: _______________________________________________ E-mail address: _______________________________________________ In the event that there is a change or termination of the designated third party, the Customer shall immediately notify FundSERV in writing of the change and/or termination by updating and executing a new version of this document. Access to the Network will be restricted accordingly. Signed by a duly authorized signing officer of the Customer this _____ day of __________, 20_____.

Acknowledged and signed by the designated third party this ________ day of __________, 20_____.

Name of Customer

Customer Code Name of Third Party

By: By: Name: Title:

Name: Title:

I am authorized to bind the third party.


SPONSOR FORM FOR LOCAL REGISTRATION AUTHORITY (LRA) OR REGISTRATION AUTHORITY (RA)

A separate form must be completed for each LRA or RA to be appointed.

REGISTRATION

Select one from the following options:

Local Registration Authority (LRA) Registration Authority (RA)

for

(Company Name)

(Company Code)

LRA/RA Candidate: Name Signature

Business email address

AUTHORIZATION

Signing Officer:

By signing this form, I (Signing Officer) am confirming my approval for the appointment of the above LRA or RA candidate. I understand that I am responsible for notifying FundSERV of any personnel changes affecting the registration of the above LRA/RA or any suspected compromise to the LRA/RA encryption and/or digital signature keys.

Name Signature

Title Date (DD/MM/YY)

AUTHENTICATION

Human Resources or Internal Security Officer: By signing this form, I (Human Resources or Internal Security Officer) certify that I have authenticated the identity of LRA/RA candidate and that he/she has read and agreed to all terms and conditions outlined in the Security Policy. I further certify that I have advised the above candidate that his/her name, company name, business contact information may be shared with other FundSERV Network Participants as necessary and the above candidate has consented to the collection, use and disclosure of his/her information for such purpose.

Name Signature

Title Date (DD/MM/YY)


Banking ResolutionAs part of the FundSERV on-boarding process each new client must provide FundSERV with a signed copy of their Board of Directors banking resolution authorizing the use of specific bank accounts at specific banks which FundSERV will use to transfer funds. This would include all new clients who use the FundSERV settlement services known as Net Settlement Messaging or N$M for all currencies and for all transaction settlement and commission payments.

Note: Failure to provide FundSERV with a Board of Directors banking resolution may result in on-boarding delays.

Getting Started

Banking Resolution


N$M Banking Information Form - Account Information This form must be accompanied by a Board of Directors banking resolution.

Company Information Company name Company code

FundSERV GICSERV Full N$M Commission only N$M

Account Information 1. Trade-related activity (Account used for purchases, redemptions, cash distributions, SWPs, and dilutions.)

Action Add new account Add new account Modify existing account Modify existing account

Purpose (if modify)

Currency Canadian US (N/A if you do not settle in US currency.)

Name on bank account (If not company name)

Financial institution

Bank number

Transit number

Account number

2. Commission-related activity (Account used for commissions, service fees, and dilutions.)

Action Add new account Add new account Modify existing account Modify existing account

Purpose (if modify)

Currency Canadian US (N/A if you do not settle in US currency.)

Name on bank account (If not company name)

Financial institution

Bank number

Transit number

Account number

Effective date

Signature Date

Name Title


N$M Banking Information Form Contact Information

Use this form to submit information about the contacts you have for payment exchange.

Company Information

Company name Company code

Contact Information

Please provide at least three contacts.

Name Title

Telephone Email

Name Title

Telephone Email

Name Title

Telephone Email

Name Title

Telephone Email

Name Title

Telephone Email

FundSERV Use Only

Contact Title

Comment

Email Confirmation Date


What is Net $ettlement Messaging (N$M)?Net settlement Messaging (N$M) is a service made available to facilitate the exchange of payment messages (wire transfers) among customers to settle payments and other obligations. FundSERV receives payments from customers in a net payable position then forwards those payments to those in a net receivable position through RBC Express. Using N$M, customers either receive or pay the net of their settlements for all their investment fund transactions, commissions and other payments.

N$M can be utilized by all FundSERV customers. Distributors making regular payments to multiple parties can reduce their costs by consolidating their settlement into one payment using N$M.

What is Net Settlement Reporting (NSR)?This service calculates the payment amounts that are facilitated through N$M. NSR matches orders to settlement instructions, facilitates reconciliation, aggregates and reports net settlement amounts and distributes settlement instruction information to the distribution channel.

NSR screens are available to all customers. This tool is used to reconcile daily settlements and to retrieve details on orders and contracts that make up your settlement amount. As a stand-alone service that facilitates quick reconciliation, NSR can be used before N$M is adopted by your firm.

Who can use NSR and N$M?NSR is available today to all customers, even those not using N$M. This tool is used to reconcile daily settlements and inquire on orders and contracts. It is a stand-alone service that facilitates quick reconciliation and can be used before N$M is adopted by your firm.

Distributors making regular payments to multiple parties could reduce their costs by consolidating their settlement into one payment using N$M. N$M provides the greatest benefits to the nominee business model as payments for both purchases and redemptions are included. However, there are benefits to distributors using the client name model as purchases are settled through N$M, while redemptions are settled directly with the investor.

How does it work?The Net Settlement Reporting (NSR) application calculates the net amount owed by or to a customer. This amount is calculated by netting all settlements owed to a customer against all amounts owed by that same customer. Net payable amounts become a customer's settlement obligation while net receivable amounts will be paid to customers through FundSERV.

Full N$M participants settle all trade related payments through N$M as well as receive all commissions and trailer fees from manufacturers. Dilutions owing may also be exchanged using N$M.

Commission-Only N$M participants receive all commission payments through N$M, but must settle all trades individually with each manufacturer.

Due to restrictions on commingling of money (refer to National Instrument 81-102), FundSERV's procedures support the establishment of separate account and payment streams for trade related and commission related activity.

Canadian dollar payment exchanges are placed using the Canadian Payments Association's Large Value Transfer System (LVTS). LVTS is the electronic wire transfer system that enables businesses to exchange irrevocable, same-day payments in Canadian dollars. American dollar payment exchanges are also placed using the Fedwire system.

RBC Financial Group (RBC) is FundSERV's banker for payment exchange. FundSERV's bank information can be located here: Bank Information.

Getting Connected

Net $ettlement Messaging (N$M) Information Guide


https://estandards.fundserv.com/secure/english/download/nsmpay_bankinfo.pdf


What are the benefits?Easier Reconciliation: NSR replaces all mass and net settlement arrangements between individual parties. Settlement administrators save time by reconciling one daily settlement payment using reports available on the NSR screens.

Lower Administration Costs: Your firm settles once with N$M based on the daily net amount calculated by NSR. The savings result from no longer calculating, generating, signing, delivering and reconciling separate mass or net settlement cheques or EFT payments.

Improved Service: All transfers are completed on the day they are initiated, generally in a matter of minutes. Quicker money movement benefits advisors and investors and avoids service issues from lost or misdirected cheques. N$M commission payments are distributed on the day they are received, allowing quicker payout to advisors.

Straight-Through-Processing: Reduces manual effort by eliminating physical cheques and increasing your firm's automation rate. It also reduces cycle time and lowers risk associated with manual intervention.

Payment Certainty: Payments are final and irrevocable in real time, even in the unlikely event of a bank's failure. Once a payment is sent and passes the systems' risk tests, it cannot be returned or unwound - settlement is fully collateralized and certain. The Canadian Payments Association (CPA) operates the Large Value Transfer System (LVTS) while the Federal Reserve in the United States supports the Fedwire system.

What are the costs?The NSR service is presently available to both N$M and non-N$M customers. There are no additional FundSERV charges for N$M. In order to take advantage of the N$M service, customers need to ensure that they meet the necessary banking and operational requirements outlined below.

Bank Account Requirements

• Account Set-up - You might need two bank accounts for each currency in which your firm does business: one for trade-related activity, and one for commission-related activity. FundSERV keeps monies for trade-related activity separate from monies for commission-related activity in order to comply with stipulations in National Instrument 81-102. IDA brokers are exempted from the commingling rule.

• Trust account - Your firm might operate a trust account to: a) deposit investor cheques b) generate / receive N$M payments. Investor purchase cheques are made payable to the distributor. Under MFDA rules, to operate a trust account your firm must be a level three dealer and maintain minimum capital of $75,000.

• Line of credit - Your bank may require that your firm obtain a credit facility to ensure that the transactional risk line is sufficient to meet settlement obligations.

Wire Payment Requirements

• Banking software - Obtain and install a software package that enables your company to make wire payments through your financial institution.

• Staffing - Assign and train staff to give the bank wire order instructions. Staff must be on site and able to make payments into FundSERV by 12:00 Toronto time (commission payments) and by 13:00 Toronto Time (trade Payments) and be prepared to troubleshoot any payment exchange problems.

• Back-up plan - Maintain a back-up method in case the electronic connection to your bank is disrupted. Have a fax agreement with your bank that allows you to send wire payment instructions by fax.

• Wire Transfer costs - Each firm pays the wire transfer costs charged by their financial institution to send and receive payments.

Penalty Information: When a N$M customer is late in making a payment, it has an adverse impact on all other customers. To deter late payments and offset any related costs, FundSERV charges fees on an escalating basis for late payments. For more information on N$M Penalties, please refer to the document Penalties for Payment Delay and Default.


http://www.fundserv.com/userfiles/file/nsm_penalties.pdf

http://www.fundserv.com/userfiles/file/nsm_penalties.pdf


For further N$M details, including with respect to Payment Exchange and default, please refer to the N$M Payment Exchange Procedures.

How do I sign up for N$M or modify an existing bank account currently set up withFundSERV?To sign up for N$M, or to make a change to an existing N$M bank account that is currently set up with FundSERV, please submit the N$M Banking Information Form to FundSERV at [email protected]. or fax to 416-362-8772. After the N$M Banking Information Form is received, you will be contacted by FundSERV's Payment Exchange team to complete a simple banking test to validate the authenticity of the accounts you are trying to set up and to test your ability to send and receive regular wire payments.

For further information, please refer to the below task-oriented user guides that provide a step-by-step approach to using the FundSERV Web Services for NSR and N$M.

NSR & N$M Guide for Distributors

NSR & N$M Guide for Manufacturers

User Guide for Commission and Service Fee Payments for Commission-only N$M Dealers

Walkthrough (Simulation) on how to use the N$M and NSR services to view commission-related settlement amounts & commission and service fee contracts

I am a current N$M customer. How do I find out who our company has set up as N$M con-tacts and what do I need to do to change them, if necessary?FundSERV will contact the N$M contacts on file in cases where there are any issues involving Payment Exchange, sending or receiving payments, or important changes to FundSERV's N$M Procedures. To modify or add N$M Contacts to your account, please contact FundSERV at [email protected]. or call 416-350-8310.


https://estandards.fundserv.com/secure/english/download/banking_form.pdf

https://estandards.fundserv.com/secure/english/download/pay_exch_procedures.pdf

https://estandards.fundserv.com/secure/english/download/pay_exch_procedures.pdf



https://estandards.fundserv.com/secure/english/download/ds_fsv_userguide_nsr_nsm.pdf

https://estandards.fundserv.com/secure/english/download/mnf_fsv_userguide_nsr_nsm.pdf

https://estandards.fundserv.com/secure/english/download/ds_fsv_userguide_comm.pdf

https://estandards.fundserv.com/secure/english/nsm_nsr.htm

We need your help to keep our contact information up to date!

Please provide us with the following confidential contact information. (Allow ten minutes to complete this form.) Providing this information ensures that FundSERV directs important industry communications to the appropriate individual.

Using these forms: This form can be filled in electronically. To view and print these documents, you need to have Adobe Reader installed on your system. Please verify that the form has printed correctly before submitting it. You can use the RESET FORM button at the end of the form if you need to start over.

1. Completed by:

2. Company Code:

3. Third party system(s) used by your company: (Check all that apply)

This company connects to FundSERV and forwards your company’s transactions to FundSERV for reconciliation.

Getting Started

BlueSun Prometa

Broadridge Just Systems

CGI RPM

CIBC Mellon SGGG

L & T Infotech Softext

FNIS Univeris

Harmonic VirtGroup

IBM Winfund

IFDS Winsted

Other Custom

Company Contact Information



4. Third party administrator(s) used by your company: (Check all that apply)

5. Senior Executive:(provide contact information for this role, even if they do not deal directly with FundSERV.)

Name: Mr. Ms

Telephone number: ext.

Fax number:

E-mail address:

Alternate address if this contact’s business address differs from the company address:

Language of correspondence: English French

6. Chief Financial Officer (CFO):(provide contact information even if they do not deal directly with FundSERV)

Name: Mr. Ms


Fax number:

E-mail address:



BackOffice Consultants National Bank

CIBC Mellon Penson

CIBC Mellon Global Securities Services Inc.

RBC Investor and Treasury Services

Citigroup SGGG

IAS TD Waterhouse

IFDS Custom

N/A Prometa

DataCore Fund Services Inc.

Other



7. Signing Officer:(This individual will be responsible for any maintenance to the FundSERV Customer Contract and other legal documentation.)

Name: Mr. Ms


Fax number:

E-mail address:



8. Senior contact:This individual will be the escalation point for any FundSERV matters. They will also receive high levelinformation and distributions. The Senior Contact will be responsible for resolution of escalated items.

Name: Mr. Ms

Title: (do not leave blank)


Fax number:

E-mail address:



9. Business Operations:This individual will be notified of any customer related changes to the FundSERV Network, FundSERV Standards, hours of operation, and application downtimes. The expectation is that this contact will notify the appropriate parties within their company to ensure notification and/or resolution of any issues.

Name: Mr. Ms



Fax number:

E-mail address:





10. Billing contacts: Each Billing Information contact requires a Login ID and Password.Only the primary contact will receive monthly electronic invoices from FundSERV. (In the event that we do not receive a response from the primary contact, we will use the additional contacts.)This individual will receive monthly electronic invoices from FundSERV.

Primary Contact

Name: Mr. Ms



Fax number:

E-mail address:



Additional Contact

Name: Mr. Ms



Fax number:

E-mail address:



Additional Contact

Name: Mr. Ms



Fax number:

E-mail address:





11. IT Operations:This individual is responsible for network connections, testing, error notifications, and secure access expiry notifications. The expectation is that this contact will notify the appropriate parties within their company to ensure resolution of any issues.

Name: Mr. Ms


Telephone Direct or Main: ext.

Cell Phone: Pager:

Fax number:

E-mail address:



12. Emergency Contact:This individual must be a senior level decision maker who can be reached in cases of a major FundSERV or industry disruptions and is responsible for notifying the appropriate areas/contacts within their company. This would include any after-hours communications.

Name: Mr. Ms



Cell Phone: Pager:

Fax number:

E-mail address:





13. BCP and DR Testing ContactThis individual will be the main contact for all FundSERV Business Continuity exercises and/or disaster recovery tests. They will notify all appropriate parties within their organization of all related BCP/DR test activity. Where appropriate, they will be responsible for both ensuring their company's participation in the exercises and tests and for providing feedback to FundSERV.

Name: Mr. Ms



Cell Phone: Pager:

Fax number:

E-mail address:



14. FundSTATE Subscriber/SubscriptionComplete this to allow FundSERV to add an e-mail address for automated notification offund company MQ queue connectivity (Subscriber) and associated management companies (Subscription).

Name: Mr. Ms



E-mail address:

Notification Schedule (Select one (1) option in each of the three (3) following subsections)

Days

Time

Delivery

15. FundSTATE Subscriber/Subscription (Additional Contact)Complete this to allow FundSERV to add an e-mail address for automated notification offund company MQ queue connectivity (Subscriber) and associated management companies (Subscription).

Name: Mr. Ms



E-mail address:

Notification Schedule (Select one (1) option in each of the three (3) following subsections)

Days

Time

Delivery



16. Standards Adherence:(Manufacturer only) This individual will be notified if their company has any outstanding mandatory adherence issues as per the FundSERV Standards and will receive monthly audit reports and notifications of any penalties.

Name: Mr. Ms



Cell Phone: Pager:

Fax number:

E-mail address:




What is a Login ID and dual factor authentication?Your new Login ID will be your company email address. Email addresses are unique, secure, and easy to remember. Dual factor authentication simply means that two forms of authentication are used when accessing web screens. This is typically a combination of something you have and something you know; usually a Login ID and password and/or the answer to a security question depending on whether or not you are logging in from a computer with previous successful logins. This process is similar to the security used by many online banking sites.

What is an LRA?An LRA (Local Registration Authority) creates and maintains secure FundSERV access for the users at their company. As an LRA, you a responsible for which users at your company do and do not have access to the FundSERV applications.

A company can have more than one LRA, we suggest a minimum of two LRAs in the event that one LRA is unavailable. If you would like to add another LRA at any point in time, fill out the Sponsor Form for LRA and send to it to [email protected]. If you wish to remove an LRA, fill out the Request for Identity Services form.

Why is it important to maintain accurate access information?Ensuring that users have appropriate access to FundSERV applications, and that user access is up to date, is a vital risk management process for your company.

Granting active users the access they need to complete their job functions and ensuring their secure accessinformation is accurate, will allow users to do their day to day activities without interruption while assuring Fund-SERV is able to assist them efficiently should there be any issues.

Deactivating and deleting access for users who have changed job functions, or have left the company, guarantees that parties will not be able to access FundSERV applications without proper authorization. Creation and maintenance of access is done using our Access Manager application. For more information please visit our Web Authentication information section.

What is required from you now?It is very important that you set up your own Login ID and Password and one for the electronic billing contact as soon as possible as these actions must be completed before your company can go live on the FundSERV network.

Once you have LRA access, you can use the Access Manager application to create login access for other users at your company. Refer to the LRA Guide at our Web Authentication information area to create the access for your billing contact

What are the different services we offer?To view a complete list of applications and services, please see the FundSERV Applications and Services page.

Interested in new customer training?FundSERV offers free on-site or teleconference training on all of our applications and services. For moreinformation, please contact FundSERV at [email protected].

How to complete the Sponsor Form for Local Registration Authority (LRA):1. Check off the option Local Registration Authority (LRA) and fill out the Company Name with the name that is

associated with your new code.2. Complete the LRA Candidate section.

The Signing Officer section should be completed by someone other than the new LRA, whenever possible.

Getting Started

LRA Introduction





https://estandards.fundserv.com/secure/english/docs_web_authentication.shtml

https://estandards.fundserv.com/secure/english/docs_web_authentication.shtml

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