MIAA Valet

As of December 11, 2017

VALET MANAGED INVESTMENT ACCOUNT AGREEMENT

This Agreement ("Agreement") along with Client Relationship Disclosure Statement governs the relationship between you the client (“Client”) and WealthBar Financial Services Inc. (“WealthBar”).

Ownership

1. The managed investment account(s) (the “Account”) is or will be registered in the name(s) of the Client.

Where the Account is registered in the name of more than one individual, WealthBar is entitled to accept instructions from any one of such individuals or his or her legal representative without notice to, or the consent of, any other individual.

2. The Accounts are held by one or more external custodian or carrying broker ("Custodian"). A list of Custodians can be found in Schedule D.

Authority

3. The Client authorizes WealthBar to establish the Account in the name of the Client. Furthermore, the Client authorizes WealthBar designated employees to act as advising representatives (each, an “Advising Representative”) in connection with the Account.

The Client acknowledges that the Advising Representatives act as agents of and are responsible for making all investment decisions for the Account.

4. The Client authorizes WealthBar and its qualified agents to construct for the Account portfolio(s) of appropriate investments and manage the portfolio(s) based on the Client’s stated investment objectives, risk tolerance, and other know-your-client information (collectively, “KYC Information”) that the Client has provided to WealthBar.

The Client confirms that the KYC Information is, and will continue to be, correct and acknowledges that WealthBar is managing the Account in accordance with such KYC Information.. The Client accepts the responsibility to inform WealthBar of any material change in the Client’s KYC Information, including by advising WealthBar of any legal and/or contractual restrictions imposed on the Client’s securities trading activities due to the Client’s status as an insider of a reporting issuer or for any other reason.

5. The management of the portfolio and its investments may be changed from time to time, giving consideration to:

The Client confirms that he or she has been advised, in relation to these considerations, that in order to ensure fairness, the allocation of investment opportunities between managed accounts, which such investment opportunities are suitable or appropriate for will be made in accordance with Fair Trade Allocation Policy (Schedule A).

6. The Client acknowledges that although WealthBar is expected to update the Client of any transactions on a regular basis, the prior approval of any such transaction is not required for the Advising Representative to initiate any transaction.

7. The Client gives WealthBar authority to submit to the Custodian funding and withdrawal instructions provided by the Client in relation to managing transfers between the Account and the Client’s bank account on record with the Custodian.

8. Without limiting the authority granted above, WealthBar is authorized with respect to managing the Account to:

Confidentiality

9. As per the acknowledgement of WealthBar’s Privacy Policy and PIPEDA (“Personal Information Protection and Electronic Documents Act”), the Client consents to WealthBar’s use of any provided private and confidential information such that the information is in accordance with WealthBar’s internal policies and procedures and applicable law.

Indemnity

10. The Client agrees to indemnify and hold WealthBar, its officers directors, employees (including its Advising Representatives) and shareholders, and each of their respective affiliates and associates, harmless and to release such parties from any and all damages, actions, causes of action, debits, charges, expenses, or other losses arising out of the operation of the Account provided that such operation of the Account does not involve any act of fraud, willful misconduct or negligence on the part of WealthBar.

Statements

11. WealthBar will provide the Client with a dynamic current summary of the Account. The summary will include holdings, transactions, fees and performance.

Fees

12. WealthBar’s management fee will be inclusive of the following additional costs incurred by the Account:

WealthBar’s management fee does not include fees associated with account closure and transfers out.

13. Annual management fees for WealthBar’s services will be calculated and debited in accordance with the attached Fee Schedule (Schedule C) which may be amended with 60 days’ notice.

14. Fees are subject to Goods and Services Tax and any other taxes, which may be applicable.

15. Fees will be calculated and accrued on a daily basis based on the market value of the Account, and will be debited monthly, in arrears.

Termination

16. This Agreement may be terminated at any time by either party without cause. Termination by WealthBar will be effective on the date specified in the termination notice. This date will not be earlier than 10 days from the delivery of the notice by email to the Client’s last email address appearing in the records of WealthBar. Notwithstanding such termination, adequate provision will be made for the proper settlement of all outstanding commitments. Termination by the Client will be effective upon WealthBar’s receipt of the termination notice except with respect to any transaction(s) entered prior to notice.

Assignment

17. This agreement is non-assignable by the Client.

Representation and Warranties

18. The Client represents and warrants that

19. All notices or other communications required or permitted to be given by one party to the other will be given in writing via WealthBar’s Website, by email or personal delivery or by prepaid regular mail as follows:

Such notices or other communication are considered received when personally delivered or within three business days after mailing, emailing or submitting via website. In the event that regular postal service is interrupted due to postal strike or other event, notice of other communication is considered delivered three business days after regular postal service is restored.

Enurement

20. The terms of this Agreement will be binding upon and ensured to the benefit of the heirs, executors, administrators, and successors (as the case may be) of the Client, and to the successors and assigns of WealthBar.

Governing Law

21. This Agreement will be construed and interpreted in accordance with the laws of the applicable province and each party hereby agrees to such provincial jurisdiction.

Standard of Care

22. WealthBar shall, in carrying out its obligations under this Agreement, act honestly, in good faith and in the best interests of the Client and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent portfolio manager would exercise in similar circumstances. Notwithstanding the foregoing, the Client understands and agrees that WealthBar does not represent and cannot guarantee performance results for the Account.

23. The Client understands that there are risks associated with WealthBar’s investment of the Account in securities, including various market, currency, economic, political and business risks. The Client agrees that WealthBar will not be liable to the Client for any loss that the Client may suffer as a result of the WealthBar’s good faith decisions or actions where WealthBar exercises the care, diligence and skill expected of a reasonably prudent portfolio manager.

Entire Agreement

24. The term “this Agreement” refers to this Agreement and the schedules hereto and includes any agreement, schedule, or instrument supplementary or ancillary. Which include: Schedule A, Schedule B, Schedule C, Schedule D, Client Relationship Disclosure Statement.

25. The Client has entered into a separate Financial Planning Service Fee Agreement with the Client’s financial advisor (the “Advisor”). WealthBar is not a party to the Client’s agreement with the Advisor. The Client has authorized WealthBar to remit fees and provide Account information to the Advisor under the Fee Agreement and Client Disclosure Statement set out in Schedule C of this Agreement.

26. In this Agreement, unless the context requires otherwise, words importing the singular include plural and vice versa and words importing the neutral gender include the masculine and feminine genders, and vice versa.

27. This Agreement constitutes the entire agreement between the parties and supersedes and replaces all prior negotiations, written or oral understandings, and agreements made between the parties.

28. Unless in writing, and signed by a designated officer or director of WealthBar and by or on behalf of the Client, no waivers, modifications, or the alterations of terms of this Agreement will be binding upon either party.

SCHEDULE “A”

Fair Trade Allocation Policy

WealthBar has in place a fairness policy (the “Policy”), which discusses the procedures for the fair treatment of all clients of WealthBar, with respect to the allocation of investment opportunities.

WealthBar manages client accounts in accordance to specified investment models.

WealthBar will allocate investment opportunities that are suitable for client accounts. In determining the suitability of each investment opportunity to a client account, consideration will be given to a number of factors, which include but are not limited to:

When an investment opportunity is suitable for two or more client accounts, WealthBar will allocate such an investment opportunity on a pro rata basis. Each account involved will receive a percentage of the executed portion of the order based upon such account’s percentage participation in the entire order. This procedure applies to all accounts participating in the trade falling under the same trading deals. Calculating the average price of all executions taken, as well as the expenses incurred pursuant to the particular order, will determine the security selling or purchase price, and the transaction costs incurred upon the trade. There may be circumstances where the automatic pro rata apportionment will be inappropriate. Should such a circumstance arise, an allocation will be determined by WealthBar on a fair and reasonable basis.

Client accounts, which are managed in accordance to a model portfolio, will maintain the investment composition of the applicable model. WealthBar will group similar client accounts based on the client’s investment objectives, and strategies to be managed in line with similar models. WealthBar reviews and approves all allocations.

The Policy applies to all client accounts managed by WealthBar and is continuously monitored, reviewed, and updated on a periodic basis.

SCHEDULE “B”

Proxy Voting Policy

WealthBar will generally abide by the Proxy Voting Policies of the funds and financial instruments that it recommends to its clients. In the event that WealthBar is sent proxy- voting material on behalf of the client, WealthBar recognizes its rights and responsibility to exercise voting rights in the best interests of its clients. This can sometimes mean voting proxies against proposals that, in our opinion, are likely to decrease shareholder value. WealthBar takes a holistic, long-term view of shareholder value, understanding that resolutions that may have short–term costs (and thus decrease the value temporarily) can be beneficial to the long-term health of the corporation.

When WealthBar receives proxy-voting materials relating to a meeting of security holders of an issuer, WealthBar records and keeps on record proxy voting information that includes:

If WealthBar decides to vote, the proxy is completed and signed by the portfolio manager who is voting the shares. WealthBar will record all information concerning how it voted.

To exercise the vote, WealthBar may either:

Proxy Voting Records

WealthBar proxy voting records are posted within 30 days of the result of the vote and can be accessed by the clients via secure site on www.wealthbar.com.

SCHEDULE “C”

Fee Agreement and Client Disclosure Statement

You have entered into a managed investment account agreement with WealthBar Financial Services Inc. (“WealthBar”) under which you have authorized WealthBar to establish and advise your Account on a discretionary basis (the “Agreement”). This Fee Agreement and Client Disclosure Statement is attached to, and forms a part of the Agreement. All capitalized words used and not defined in this Fee Agreement and Client Disclosure Statement have the meanings given to them in the Agreement.

Role of WealthBar

As a registered portfolio manager under the securities laws of your jurisdiction, WealthBar is authorized to act as your discretionary investment manager. WealthBar will construct portfolio(s) of appropriate investments for your Account and manage the portfolio(s) based on the KYC Information that you have provided to WealthBar, as updated by you to reflect material changes to your KYC Information.

WealthBar does not collect commissions from the products it sells. In order to maintain objectivity when advising your Account, WealthBar charges you an annual fee equal to 0.70% of your assets under WealthBar’s management (the “Management Fee”).

Management Fees will be calculated and accrued on a daily basis, and will be debited monthly, plus applicable taxes in your jurisdiction, from your Account. If there were any commissions paid to WealthBar as a result of products held in your Account, the commissions will be rebated to your Account on a pro-rata basis, based on the holdings in the Account and the time the security was held by you during the billing period.

Management Fee calculation will start on the date of your initial deposit to the Account, which will be the “account opening date”. Accounts that are redeemed prior to the end of the billing period will be charged on the pro-rata basis for the amount of days it was under WealthBar’s management.

Role of Your Advisor

Your licensed insurance advisor (your “Advisor”) introduced you to WealthBar. Your Advisor is not involved in any services provided by WealthBar under the Agreement. WealthBar provides discretionary investment management services to you, not to your Advisor.

You have entered into a separate Financial Planning Services Fee Agreement with your Advisor under which you have agreed to pay your Advisor a financial planning fee calculated as a percentage of the aggregate net asset value of your assets in the Account (the “Financial Planning Fee”). In the Financial Planning Services Fee Agreement, you have acknowledged and agreed that WealthBar will withdraw the Financial Planning Fee, plus applicable taxes, from your Account as of the last business day of each month and pay the Financial Planning Fee, plus applicable taxes, to your Advisor by no later than 45 days after month-end.

If you terminate the Financial Planning Services Fee Agreement, or otherwise terminate your relationship with your Advisor, you need to notify WealthBar in writing as soon as possible so that WealthBar knows to stop debiting the Financial Planning Fee from your Account and paying such fee to the advisor. If you switch to a new advisor and enter into a new Financial Planning Services Fee Agreement with the new advisor, you need to notify WealthBar in writing as soon as possible so that WealthBar can adopt the new fee payment arrangement for your Account.

Disclosure of Personal Information

In your Financial Planning Services Fee Agreement, you authorize and direct WealthBar to disclose all information to your Advisor regarding your assets invested in the Account from time to time, including information related to investment performance, transfers, account expenses, beneficiaries, deposits and withdrawals.

You may withdraw this consent at any time by providing written notice to WealthBar. Notwithstanding such withdrawal of consent, Financial Planning Fees will continue to be debited from your Account and paid to your Advisor unless you notify WealthBar that the Financial Planning Services Agreement has been terminated as described above under “Role of Your Advisor”.

Additional information about how WealthBar protects your privacy and shares certain information with third parties can be found in WealthBar’s privacy policy, available online at: https://www.wealthbar.com/privacy.

Potential Conflicts of Interest

The possibility of a conflict of interest may arise in any paid arrangement where a firm and its representatives have a financial interest in introducing you to another firm. WealthBar and your Advisor have entered into an Advisory Services Agreement which provides a mechanism for your Advisor to collect Financial Planning Fees directly from your Account with WealthBar, in accordance with your authorization under the Financial Planning Services Fee Agreement. The existence of the Advisory Services Agreement may therefore have impacted your Advisor’s decision to introduce you to WealthBar.

Your Advisor participates in a network of insurance advisors (“PPI’s Advisor Network”) serviced by PPI Solutions Inc. (“PPI”). WealthBar and PPI operate a digital wealth management platform ( “PPI Valet”) which has been developed, and is being offered to the PPI Advisor Network, jointly by PPI and WealthBar pursuant to a Platform Development and Distribution Agreement. Under the terms of that agreement, PPI Valet is the exclusive digital wealth management platform being offered by PPI to the PPI Advisor Network, and WealthBar will not develop a similar platform for use by any other managing general agent in North America that services independent advisors, subject to limited exceptions. PPI is compensated by WealthBar for the services that it provides in marketing and promoting PPI Valet to PPI’s Advisor Network.

The compensation that PPI receives from WealthBar for marketing and promoting PPI Valet may have impacted PPI’s decision to provide your Advisor with access to PPI Valet, which facilitates your Advisor’s provision of financial planning services to you and collection of Financial Planning Fees from your Account.

WealthBar is not affiliated with your Advisor or PPI. Each of WealthBar, your Advisor and PPI have their own policies and procedures which govern conflicts of interest.

SCHEDULE “D”

Custodian

The Accounts are held by one or more Custodians as listed below:

BBS Securities Inc.4100 Yonge Street, Suite 506,
Toronto, Ontario M2P 2B5
Interactive Brokers Canada Inc.1800 McGill College Avenue, Suite 210
Montreal, Quebec H3A 3J6
National Bank Corespondent Network130 King St. West, Suite 3000
Toronto, Ontario M5X 1J9
Credential Securities Inc.700 – 1111 West Georgia St
Vancouver, BC V6E 4T6

CLIENT RELATIONSHIP DISCLOSURE STATEMENT

We believe that successful long term bilateral relationships rest on a foundation where both sides clearly understand their roles, obligations and expectations.

In keeping with that position, and to meet the requirements of securities legislation, we are providing you with a client relationship disclosure document that outlines the following;

This document forms part of your Managed Investment Account Agreement ("Agreement") with WealthBar Financial Services Inc (“WealthBar”).

Checking the box indicating you agree to the Agreement confirms that you have received this document and understand its contents. It also acknowledges your consent to the disclosure of information as described herein. If you have any questions related to the contents of this document, please contact:

Neville Joanes at 888 373 7674 or via email at neville.joanes@wealthbar.com

About WealthBar

WealthBar is based in Vancouver, British Columbia. We are currently registered with Canadian securities regulatory authorities in British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, Saskatchewan, Yukon, Northwest Territories and Nunavut (“Provincial Securities Regulators”) as a portfolio manager.

You can confirm our registration in the provinces mentioned above by visiting the Canadian Securities Administrators’ website at http://www.csa-acvm.ca

At WealthBar, we provide a unique approach to wealth management through our specialized investment focus and the highest standard of client care. We seek clients who understand our investment philosophy and who share our values, as we build a relationship that goes beyond managing money.

We offer our investment management services to clients through discretionary investment accounts managed by us.

WealthBar is registered with Insurance Council of British Columbia (“Provincial Insurance Council”) as a life insurance agent.

WealthBar Investment Philosophy

WealthBar manages portfolios utilizing a low cost, cashflow orientated, asset allocation strategy. We combine low cost tax-efficient indexed investments and selective active management in an effort to maximize client returns at any risk level.

To achieve that objective, WealthBar believes that investments should be diversified among equities, fixed income, real estate and alternative strategies, and that asset mix is the primary determinant of portfolio returns.

Client Relationship

WealthBar’s main product offering will be initially in the form of Exchange Traded Funds (ETFs) and non- commission mutual funds ("F Class") whenever possible. Clients will be exposed to multiple asset classes thus diversifying their holdings which will ultimately create an overall portfolio with lower volatility.

WealthBar only maintains discretionary accounts. Accordingly, investment decisions shall be made only by WealthBar’s Advising Representatives who are registered with the applicable provisional securities.

Once the Client has completed Know Your Client Form, the Advising Representative will recommend one of WealthBar’s portfolios that suits that client’s profile.

The parties have requested that this agreement and all related documents be drafted in the English language only. Les parties reconnaissent que ce contrat et tous les documents qui s’y rapportent soient rédigés en anglais seulement.

Common Risk Considerations

Given that WealthBar will be constructing baskets of ETFs and F Class funds, the same risks that apply to the purchase of individual securities will apply.

In addition WealthBar would like to highlight the following risks:

WealthBar will not administer or help clients attain borrowed funds for the purpose of investing, but they may choose to borrow funds and invest on their own. Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only.

The purchase of a security using borrowed money magnifies the gain or loss on the cash invested.It is important that an investor proposing a leveraged purchase of securities be aware that a leveraged purchase involves greater risk than a purchase using cash resources only. To what extent a leveraged purchase involves undue risk is a determination to be made on an individual case basis by each purchaser and will vary depending on the circumstances of the purchaser and the security purchased.

If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines.

Conflicts of Interest

It is important for you to be informed about how we identify and respond to conflicts of interest in order to minimize their impact. In addition, we are required by Canadian securities laws to take reasonable steps to identify and respond to existing and potential material conflicts of interest, and in certain circumstances, to provide you with certain information regarding these conflicts and also to obtain your prior consent before we engage in certain types of transactions

We consider a conflict of interest to be any situation where the interests of a client and those of WealthBar are inconsistent.

WealthBar shall take reasonable steps to identify and respond to existing material conflicts of interest, and material conflicts of interest that in its reasonable opinion would arise, between WealthBar, including each WealthBar’s Employee and a client. WealthBar will disclose, in a timely manner, the nature and extent of the conflict of interest to the client whose interest conflicts with the interest identified. WealthBar will manage conflicts using a system of Avoidance, Control and Disclosure.

Avoidance: This includes avoiding conflicts that are prohibited by law as well as conflicts that cannot effectively be addressed.

Control: We manage acceptable conflicts through means such as physically separating different business functions and limiting the internal exchange of information.

Disclosure: By providing you with information about conflicts, you are able to assess independently their significance when evaluating our recommendations and any actions we take.

The situations in which WealthBar could be in a conflict of interest, and the way in which WealthBar intends to respond to such conflicts, are described below.

Whenever applicable, WealthBar will offer full disclosure to clients regarding any potential of perceived conflict of interest, the fees that they pay to WealthBar, and any other management or administrative fees charged by the products sold.

WealthBar will not be compensated by any fund companies underlying the portfolios and thus will strive to be independent and free from conflicts of interest. Portfolio construction will be highly transparent and clearly explained in all marketing materials. Given that WealthBar will be constructing baskets of ETFs and other funds, the same risks that apply to the purchase of individual securities will apply.

WealthBar and its employees are required by securities legislation to disclose Outside Business Activities (OBAs.) WealthBar will monitor and supervise OBAs and to consider the potential for a conflict of interest that could arise.

WealthBar’s personal trading policy put’s the interest of our clients ahead of our personal self- interests. We do not take unfair advantage of our position, knowledge or relationship with our clients, or engage in any conduct that is not in the best interests of the clients.

In the event that WealthBar is sent proxy-voting material on behalf of the client, WealthBar recognizes its rights and responsibility to exercise voting rights in the best interests of its clients. This can sometimes mean voting proxies against proposals that, in our opinion, are likely to decrease shareholder value. WealthBar takes a holistic, long-term view of shareholder value, understanding that resolutions that may have short–term costs (and thus decrease the value temporarily) can be beneficial to the long-term health of the corporation.

WealthBar and it’s employees must not accept gifts, benefits, compensation, or consideration that competes with or might reasonably be expected to create a conflict of interest with their employer’s interest unless they obtain written consent from all parties involved.

WealthBar has in place a fairness policy, which discusses the procedures for the fair treatment of all clients of WealthBar, with respect to the allocation of investment opportunities. Soft dollar arrangements occur when brokers have agreed to provide other services (relating to research and trade execution) at no cost to WealthBar in exchange for brokerage business from the company’s managed accounts. Although the brokers involved in soft dollar arrangements do not necessarily charge the lowest brokerage commissions, WealthBar will nonetheless enter into such arrangements when it is of the view that such brokers provide best execution and/or the value of the research and other services exceeds any incremental commission costs.

From time to time, other conflicts of interest may arise. WealthBar will continue to take appropriate measures to identify and respond to such situations fairly and reasonably and in the best interests of its clients.

Related Parties

Nicola Wealth Management Ltd. (“NWM”) holds a minority ownership position in WealthBar. NWM is registered as a Portfolio Manager, Exempt Market Dealer and Investment Fund Manager in various provinces of Canada.

John Nicola is the Chairman and CEO of NWM and also provides consulting services to WealthBar with respect to financial planning. John Nicola’s activities are limited to provision of free services (insurance nominee and business advisory). Mr. Nicola does not have any influence on the investment products selected by WealthBar for Client portfolios.

Howard Atkinson is an independent member of the board of directors for Hamilton Capital and also provides consulting services to WealthBar with respect to business development and marketing. Howard's activities are limited to provision of free services (business advisory). Howard does not have any influence on the investment products selected by WealthBar for Client portfolios.

WealthBar may also invest Client portfolios in certain private investment pools (“Pools”) managed by NWM. NWM charges a management fee to those Pools, and therefore will indirectly receive a benefit from any investments in the Pools. NWM doesn’t have any influence on the investment products selected for Client portfolios. WealthBar conducts independent due diligence on the Pools and any inclusion of the Pools in Client portfolios is at the sole discretion of WealthBar and will be reviewed by WealthBar’s Chief Compliance Officer. WealthBar’s selection process with respect to the Pools will be the same as any other investment product and will be dependent on the investment products’ characteristics and suitability to the Client portfolio.

In the course of providing services to you, we may from time to time advise you with respect to the purchase or sale of securities from or to, or issued by, persons or companies which are related or connected to us.

These transactions and arrangements will give rise to conflicts of interest, and we have adopted policies and procedures to identify and respond to these conflicts. We will only enter into these transactions or arrangements where they are permitted under applicable securities laws, where they are consistent with your investment objectives, policies and restrictions and where we believe they are in your best interests in the applicable circumstances.

WealthBar does not foresee any conflicts of interest with its other related parties at this point.

Account Disclosures

All WealthBar Client accounts are held by an external custodian or carrying broker (“Custodian”). WealthBar has selected the one or more of the following companies to act your Custodian: BBS Securities Inc., National Bank Correspondent Network Inc., Interactive Brokers Canada Inc., and Credential Securities Inc.

The Custodian is a member Canadian Investor Protector Fund (CIPF). Therefore providing you with the coverage for a customer account at a CIPF member. What is important for clients to understand is that WealthBar does not have access to your funds held at the Custodian. The Agreement simply grants us authority to instruct the Custodian to buy and sell securities in your account(s) and debit fees.

You may assess the performance of your accounts by comparing them to an investment performance benchmark. There are many different benchmarks. Although a singular benchmark may be used, a blend of benchmarks may be appropriate for accounts which include different asset classes and/or investments. We do not provide benchmark comparisons in our account reporting.

WealthBar does not collect commissions from the products it sells. In order to maintain objective advice point of view, we charge the clients directly a percentage of assets under WealthBar’s management. Fees will be calculated at the end of each day based on the previous day’s ending balance using a daily pro-rata rate according to the yearly fee schedule outlined in your Agreement. Any commission that is paid to WealthBar by the investment manager will be credited to the Client’s account.

WealthBar’s management fee will be inclusive of the following additional cost incurred by client’s accounts: custodial fees, trading fees incurred by rebalancing, annual account administration fees and registration fees (for registered accounts).

WealthBar will strive to search commission free, low cost products, while staying true to our mandate of great investments. WealthBar however, does not control the costs and the management fees of the products it provides and as such does not include that fee into its management fee. In cases where the management fee of the product includes a commission to WealthBar, WealthBar will credit that commission back to the client as per mentioned above in this Agreement.

WealthBar’s management fee does not include account closure and withdrawal fees, except in circumstance where such transaction was caused by WealthBar in a regular course of managing the client’s account.

Fees will be automatically debited from the appropriate account (based on the client’s choosing) on a monthly basis. This will be done by the carrying broker.

Statement will be provided to the client via their WealthBar dashboard. If there were any commissions paid to WealthBar as a result of products held in the client’s name, they will be credited to the account on a pro-rata basis, based on the holdings in the account and the time the security was held by the client during the billing period. This credit will show on Client’s statement. WealthBar offers Clients portfolio management and life insurance in provinces where it is registered registered to do so. Activities relating to portfolio management and insurance will be regulated by Provincial Securities Regulators and Provincial Insurance Councils respectively. Client account information relating to portfolio management and insurance will separated to facilitate oversight by regulators.

WealthBar will provide the Client with a summary of their Account(s) monthly. The summary will include a report of security holdings and a report of transactions.

Dispute Resolution

WealthBar will document and respond to each complaint made concerning any product or service offered by the firm or a representative of the firm through a complaint log. This complaint log will be internally maintained and must detail any and all client complaints, what issues were presented and how the complaints were eventually resolved.

WealthBar will ensure that independent dispute resolution or mediation services are made available through the Ombudsman for Banking Services and Investments (OBSI), at the firm's expense, to a client for a complaint that is eligible.

Details of our complaint process and how to use the OBSI are in Appendix A - What to do if you have a complaint.

Suitability and Know Your Client

WealthBar collects specific information to ensure each recommendation made must be suitable for you in relation to your investment objective, risk tolerance and other personal circumstances, often referred to as know-your-client (“KYC”) information. Factors taken into consideration when assessing the suitability of a recommendation to purchase, sell, exchange any product or service, including your personal circumstances, financial information, investment knowledge and risk tolerance.

The KYC Form will require updating on an annual basis or as circumstances change whichever is first. On the anniversary of a client’s account opening, the client will be sent an email to log on to their profile and update their circumstances, if necessary. If there have been no changes in circumstances, they will need to sign off that their circumstances remain the same and that no changes are needed at this time. At the outset of the relationship and as stated in the management agreement the client must agree to being responsible for updating their client information.

WealthBar must take reasonable steps to ensure that, before it makes a recommendation to or accepts an instruction from you to buy or sell a security, or makes a purchase or sale of a security for your managed account, the purchase or sale is suitable for you as per information provided in KYC. If you instruct WealthBar to buy, sell or hold a security and in WealthBar’s reasonable opinion following the instruction would not be suitable for you, WealthBar will inform you of WealthBar’s opinion and must not buy or sell the security unless you instruct WealthBar to proceed nonetheless. Before any trades can take place, the Advising Representatives must approve the suitability of the product based on the client information provided.

The Advising Representatives shall conduct a regular review of your accounts to ensure that they are suitable for your needs and objectives, in accordance with the model designed for you and based upon information contained in documents and forms that you provided, such as your financial planning questionnaire and Know Your Client Form.

Appendix A

What to do if you have a complaint

Our complaint Process Filling a complaint with us

If you have a complaint about our services or a product, contact us at:

Attention: Neville Joanes

WealthBar Financial Services Inc.

#490 - 1122 Mainland Street, Vancouver, BC V6B 5L1

Telephone: 888-373-7674

Fax: 888-373-7674

info@wealthbar.com

Tell us:

We will acknowledge your complaint.

We will acknowledge your complaint in writing, as soon as possible, typically within 5 business days of receiving your complaint.

We may ask you to provide clarification or more information to help us resolve your complaint.

Help us resolve your complaint sooner:

We will provide our decision. We normally provide our decision in writing, within 90 days of receiving a complaint. It will include:

If our decision is delayed. If we cannot provide you with our decision within 90 days, we will:

You may be eligible for the independent dispute resolution service offered by the Ombudsman for Banking Services and Investments (OBSI).

If you are not satisfied with our decision you may be eligible for OBSI’s dispute resolution service.

If you are a Québec resident

You may consider the free mediation service offered by the Autorité des marchés financiers

A word about legal advice

You always have the right to go to a lawyer or seek other ways of resolving your dispute at any time. A lawyer can advise you of your options. There are time limits for taking legal action. Delays could limit your options and legal rights later on.

Taking your complaint to OBSI

You may be eligible for OBSI’s free and independent dispute resolution service if:

OBSI can recommend compensation of up to $350,000.

OBSI’s service is available to clients of our firm. This does not restrict your ability to take a complaint to a dispute resolution service of your choosing at your own expense, or to bring an action in court. Keep in mind there are time limits for taking legal action.

Who can use OBSI

You have the right to use OBSI’s service if:

Time limits apply

Filing a complaint with OBSI

Contact OBSI

Email: ombudsman@obsi.ca

Telephone: 1-888-451-4519 or 416-287-2877 in Toronto

OBSI will investigate

OBSI works confidentially and in an informal manner. It is not like going to court, and you do not need a lawyer.

During its investigation, OBSI may interview you and representatives of our firm. We are required to cooperate in OBSI’s investigations.

OBSI will provide its recommendations

Once OBSI has completed its investigation, it will provide its recommendations to you and us. OBSI’s recommendations are not binding on you or us.

OBSI can recommend compensation of up to $350,000. If your claim is higher, you will have to agree to that limit on any compensation you seek through OBSI. If you want to recover more than $350,000, you may want to consider another option, such as legal action, to resolve your complaint.

Information OBSI needs to help you

OBSI can help you best if you promptly provide all relevant information, including:

For more information about OBSI, visit www.obsi.ca