LEGAL DISCLAIMER

By accessing and using this Website you acknowledge that you have read, understood, and agree to accept and be bound by the terms of the Legal Notices set out below. The Legal Notices may be modified by us from time to time without notice, by posting any changes within this document. Your continued access or use of the services provided by this Website will mean you accept the terms of the Legal Notices including any changes made to them. If you do not accept any of the terms below, please discontinue use of this Website and any of its associated pages. The laws of the Province of Ontario and any applicable federal laws of Canada will govern these terms and your use of this Website.

Legal Notices:

I. Non-Canadian Investors

Counsel Portfolio Services (“Counsel”) products and services are only offered in jurisdictions where they may be lawfully offered for sale, which includes all provinces and territories of Canada other than Quebec. All products and services are subject to the terms of each and every applicable agreement. It is important to note that not all products, services and information are available in all jurisdictions outside Canada. This site should not be considered an offer to sell or solicitation to buy any investment fund or other product, service or information to anyone in any jurisdiction in which an offer or solicitation is not authorized or cannot be legally made or to any person to whom it is unlawful to make an offer or solicitation. Prospective investors who are not resident in Canada should consult with their financial advisor to determine whether these products and services may be lawfully sold in their jurisdiction.

II. Information

The contents of this Website are provided for informational and educational purposes and do not constitute specific advice regarding your personal investment situation or provide specific individual advice about investment, insurance, financial, legal, accounting, tax or similar matters.
Information contained on this Website is believed to be accurate and reliable when placed on this Website, however, we cannot guarantee that it is accurate or complete or current at all times. The information provided is subject to change without notice and Counsel cannot be held liable for any loss arising from any use of or reliance on the information contained on this Website.

III. No Warranties 

All information is provided “as is” without any warranties of any kind andCounsel and its affiliates and their respective officers, directors, employees or agents (collectively, the “Counsel parties”) make no representations and disclaim all express and implied warranties of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Counsel parties assume no responsibility to you or any third party for the consequences of any errors or omissions.

Unless otherwise expressly indicated, all information is unaudited and there is no representation that the financial information has been prepared in accordance with generally accepted accounting principles.

FURTHERMORE, THE COUNSEL PARTIES DO NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE AVAILABLE AND MEET YOUR REQUIREMENTS, THAT ACCESS WILL BE UNINTERRUPTED, THAT THERE WILL BE NO DELAYS, FAILURES, ERRORS (INCLUDING TYPOGRAPHICAL) OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, THAT NO VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE TRANSMITTED OR THAT NO DAMAGE WILL OCCUR TO YOUR COMPUTER SYSTEM. YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT AND TO TAKE REASONABLE AND APPROPRIATE PRECAUTIONS TO SCAN FOR VIRUSES OR OTHER DESTRUCTIVE PROPERTIES.

IV. Indemnification

As a condition of use of this Website, you agree to indemnify Counsel for any and all claims, losses, liabilities and expenses, including, but not limited to legal fees, arising from any use of this Website or your violation of the Legal Notices

V. Use of Website

Counsel is not responsible in any manner and will not be liable to you or anyone else for any loss or damages whatsoever (including direct, indirect, special, incidental, consequential, exemplary or punitive damages, and without limitation, lost revenues or profits or loss of prospective economic advantage) resulting from your use or inability to make use of this Website or the information therein, and/or any web browsers, including any loss or damages you may suffer if you transmit confidential or sensitive information to us or if we communicate such information to you at your request over the Internet.

Furthermore,Counsel is not liable for any action or decision made by you in reliance on this Website or the information contained herein, or any unauthorized use or reproduction of the Website or the information, even if Counsel has been advised of the possibility of loss or damages or could have foreseen the loss or damages. Links to other websites from this Website are for convenience only.

VI. No Endorsements

Links to other websites or references to advice, opinions, information, products, services or publications other than those of Counsel at this Website do not imply the expressed or implied endorsement or approval of such websites, advice, opinions, information, products, services or publications by Counsel.

Links from or to websites outside of this Website are intended for convenience only.Counsel does not review, approve, endorse or control, and is not responsible for any sites linked from or to this Website, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your own risk, and Counsel will not be responsible or liable for any damages in connection with linking.

VII. Confidentiality (Internet and E-mail)

Counsel cannot ensure the privacy and authenticity of any information or instructions you send to us or that we send to you over the Internet. Counsel will not be responsible for any loss or damages you may incur if you communicate confidential information to us over the Internet or if we communicate such information to you at your request.

E-mail over the Internet is not a secure medium and privacy cannot be assured. E-mail communication is not confidential, is subject to possible interception or loss, and is also subject to possible alteration. Counsel is not responsible for and will not be liable for any loss or damages in connection with an E-mail containing personal or confidential information sent by you to Counsel, or an E-mail by Counsel to you at your request.

VIII. Trademarks and Copyrights

Certain names, words, titles, phrases, logos, icons, graphics or designs or other content in the pages of this Website may constitute trade names, registered or unregistered trademarks or service marks (collectively, the “trademarks”) ofCounsel and its affiliates or of third parties and are used under licence by Counsel and its affiliates. However, the display of the trademarks on this Website does not imply that a licence has been granted to any third party. All goodwill generated from the use of the trademarks on any Website will endure to Counsel’s benefit.

All information on this Website is protectedunder the copyright laws of Canada and other countries. The information is for your personal, educational and non-commercial use only and may be used and reproduced provided that it is not modified and that you maintain all copyright and other notices contained in the Website. The contents of the Website may not be otherwise used, copied, redistributed, reproduced, republished, stored in any medium, retransmitted, modified or broadcasted, in any form.

Nothing in this document shall be construed as conferring any right orlicence under any copyright of Counsel or any other person who owns the copyright in the content provided on our Website.

Counsel disclaims any and all liability that may result from any unauthorized reproduction or use of the information from this Website.

Any unauthorized downloading,retransmission, or other copying or modification of trademarks and/or the contents of this Website may be a violation of any federal or other law that may apply to trademarks and/or copyrights and could subject the violator to legal action.

IX. Use of Intellectual Property Rights

Counsel either owns the intellectual property rights in the underlying HTML, text images, audio clips, video clips, software and other content that is made available to you on our Website, or has obtained the permission of the owner of the intellectual property in such content to use the content on our Website.

Counsel grants you a non-exclusive, personal, non-transferable, non-sublicensable, limited and revocable right to display on your computer, print, download and use the underlying HTML, text, images, audio clips, video clips, software and other content that is made available to you on our Website for your personal, educational and non-commercial use only, provided that you do not modify any such content and you include with and display on each copy of such content the associated copyright notice and this intellectual property notice. No other use is permitted.

You may not publicly perform, publicly display, transmit, publish, participate in the sale or transfer of, modify, or create derivative works based on anything available through the Website, in whole or in part. You are prohibited from storing electronically any significant portion of any part of the Website. No reverse engineering, linking, framing, or modification of any part of this Website is allowed without our written approval. Any modification or unauthorized use is a violation of Counsel’s intellectual property rights and other proprietary rights.

X. Mutual Funds Disclosure

Each mutual fund has a simplified prospectus, which contains important information about the fund, including its investment objective, purchaseoptions and applicable charges. Please read the prospectus of the funds in which investments may be made before investing.

Commissions, trailing commissions, managementfees and expenses all may be associated with mutual fund investments. The indicated rates of return for the funds are the historical annual compounded total returns including changes in unit value and reinvestment of all distributions and do not take into account sales, redemption, distribution or optional charges or income taxes payable by any investor that would have reduced returns.

Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. Mutual fund securities are not insured by the Canada Deposit Insurance Corporation or by any other government deposit insurer.

With respect to money market funds, the performance data provided assumes reinvestment of distributions only and does not take into account sales, redemption, distribution or optional charges or income taxes payable by any investor that would have reduced returns. There can be no assurances that the fund will be able to maintain its net asset value per security at a constant amount or that the full amount of your investment in the fund will be returned to you. Past performance may not be repeated.

XI. Index Disclosure

The indices cited are widely accepted benchmarks for investment performance within their relevant regions, sectors or asset class, represent non-managed investment portfolios, and are not necessarily indicative of future investment returns.

XII. Distribution Disclosure

The payment of distributions is not guaranteed and may fluctuate. The payment of distributions should not be confused with a fund’s performance,rate of return or yield. If distributions paid by the fund are greater than the performance of the fund, your original investment will shrink. Distributions paid as a result of capital gains realized by a fund, and income and dividends earned by a fund are taxable in your hands in the year they are paid.

XIII. Morningstar Star Ratings

Any Morningstar Star Ratings reflect performance as of a particular date and are subject to change monthly. The ratings are an objective, quantitative measure of a fund’s historical risk-adjusted performance relative to other funds in its category. Only funds with at least a three-year track record are considered. Ratings are calculated based on a fund’s three-, five- and ten-year performance returns, as available. The overall rating is a weighted combination of the three-, five- and ten-year ratings. A fund can only be rated if there are a sufficient number of funds in its peer group to allow comparison for at least three years. For each time period, the top 10% of the funds in a category get five stars. For more details on the calculation of Morningstar Star Ratings, see www.morningstar.ca

XIV. Borrowing Money to Buy Securities (Leveraging)

A purchase of securities with borrowed money involves greater risk than a purchase using cash only. The extent of that risk depends on the circumstances of the investor and the type of investment purchased. If cash is used to pay for the securities purchase in full, the percentage gain or loss on the investment will equal the percentage increase or decrease in the value of the securities. The purchase of securities using borrowed money magnifies the gain or loss on the cash invested. This effect is called leveraging.

An investor should also be aware of the terms of a loan used to purchase securities. The lender may require that the amount outstanding on the loan not rise above an agreed percentage of the market value of the securities. In these circumstances, the investor must pay down the loan or sell the securities to return the loan amount to the agreed percentage. If the investor does not have enough cash, the investor must sell securities, even at a loss, to provide money to reduce the loan.

Money is also required to pay interest on the loan. Investors who borrow money to purchase securities should have adequate financial resources available to pay interest and reduce the loan if necessary.

XV. Independent Views

Views expressed regarding a particular company, security, industry or market sector are the views of only that speaker/author as of the time expressed and do not necessarily represent the views ofCounsel. Any such views are subject to change at any time based upon markets and other conditions and Counsel disclaims any responsibility to update such views. These views are not a recommendation to buy or sell and may not be relied on as investment advice and, because investment decisions for Counsel funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Counsel fund.

Speculation or stated beliefs about future events, such as market and economic conditions, company or security performance, upcoming product offerings or other projections are “forward-looking statements”. These forward-looking statements represent the beliefs of the speaker/author and do not necessarily represent the views ofCounsel. General business, market, economic and political conditions could cause actual results to differ materially from what the speaker/author presently anticipates or projects.

XVI. Forward-Looking Statements

This Website may contain forward-looking statements, which reflect our current expectations or forecasts of future events. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “preliminary”, “typical”, and other similar expressions. In addition, these statements may relate to future corporate actions,future financial performance of a fund or a security and their future investment strategies and prospects. Forward-looking statements are inherently subject to, among other things, risks, uncertainties and assumptions which could cause actual events, results, performance or prospects to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and assumptions may include, without limitation, general economic, political and market factors in North America and internationally, interest and foreign exchange rates, the volatility of global equity and capital markets, business competition, technological change, changes in government regulations, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events and the ability of Counsel to attract or retain key employees. The foregoing list of important risks, uncertainties and assumptions is not exhaustive. Please consider these and other factors carefully and not place undue reliance on forward-looking statements.

The forward-looking information contained on this Website is current only as of the date the statement was made. There should not be an expectation that such information will in all circumstances be updated, supplemented or revised whether as a result of new information, changing circumstances, future events or otherwise.

XVII. Termination

You acknowledge and agree thatCounsel may restrict, suspend or terminate your access to, and use of, all or any part of this Website, including any links to third party websites, at any time, with or without cause, including, without limitation, any breach of the terms of the Legal Notices set out herein, in Counsel’s absolute discretion and without prior notice or liability.

XVIII. Information Collected

We do not collect personal information from individuals browsing our site. Personal information is collected if you are a licensed representative seeking additional information or ordering material. Individuals who order literature by mail or through download, or e-mail inquiry may be asked for certain information.

Information collected from you is used to address your specific requests and provide the latest information regarding our products and services. Certain employees will be provided with your information in order to fulfill the request. We have stringent standards in handling the personal information of our clients. We do not transmit any personal information collected through our website to any third parties.

XIX. Web-based Account Inquiry Services – “Counsel Connect” (the “Service”)

A. About the Service

Counsel Connect is provided to you by Counsel. Counsel Connect allows financial advisors to obtain up-to-date account information, reporting, planning tools and marketing materials.

B. Conditions of Use

Access to and use of the Service constitutes your acceptance of and compliance with the Conditions of Use set out on the Service websites and in the Legal Disclaimer. If you do not accept these conditions, please discontinue use of the Service. Counsel may change the Conditions of Use at any time without notice by updating this posting. You agree to review the Conditions of Use regularly and your continued access or use of the Service will mean that you agree to any changes.

C. User Information

References to “you and “your” in these conditions are directed to the reader as an authorized user of the Service. You represent and warrant that all the information and identification provided to Counsel is true, accurate and complete.

D. Limitation of Liability

The Service is presented on an “as is” basis only; Internet software or transmission problems may produce inaccurate or incomplete copies of information and materials that may be accessed and displayed on your computer. Each of the terms and conditions in these Legal Noticesapply to the Service, as applicable.
You assume full responsibility for risk of loss of any nature whatsoever resulting from your use of the Service. The Counsel parties will not be liable for any loss, damage or injury related to, or connected with the Service suffered by the user whether direct, indirect, special or consequential, including without limitation, any claims, whether or not foreseeable, based in contract (including fundamental breach), tort (including negligence), strict liability or any other legal or equitable theory.

E. Indemnity by User

For Counsel Connect users only: The user shall make whole and save harmless the Counsel parties from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising directly or indirectly as a consequence of such matter, suffered or incurred by such parties as a result of, arising directly or indirectly out of, or in connection with:

• The content, use or reliance of any party upon Counsel Connect;
• The unauthorized use or disclosure of any User IDs or passwords for use in relation to Counsel Connect;
• The unauthorized use or disclosure of any confidential information by you, your dealer firm and its employees, contractors or agents (collectively, the “dealer parties”);
• Any breach of this agreement by the dealer parties;
• Any inaccuracy of any representation, warranty or covenant made by the dealer parties in this document;
•  The infringement of any intellectual property orother proprietary right of any third party caused by any information, documentation or other material provided by the dealer parties to Counsel in connection with Counsel Connect;
• The operations of your dealer firm and its affiliates.

F. Security

You are solely responsible for maintaining the security of your User ID and password and ensuring that you are the only person using the User ID and password. You agree not to disclose your User ID and password to any other person including any employees of Counsel. Counsel is not responsible for the unauthorized use of the Service by any other person with your User ID or password andCounsel is under no obligation to confirm the actual identity or authority of anyone using your User ID or password

You agree to notify Counsel immediately upon becoming aware of any known or suspected unauthorized use of your User ID or password to gain access to the Service, or any breachin security involving your User ID or password.

G. Confidentiality

The Service is designed to be a secure service and communications within the Service are encrypted. The Service is not a secure medium for e-mail communications because the email is not encrypted. Any confidential, proprietary or sensitive information which you transmit by means of the Service through e-mail may be read and forwarded or copied by unauthorized persons.

You agree to keep strictly confidential: (a) User IDs, passwords or any other information provided to you by Counsel for the purpose of establishing your identity; and (b) all other information received by you with the exception of (i) information which has been disclosed to the general public; (ii) information which is required to be disclosed by law, or (iii) information authorized to be disclosed by the person to whom the information pertains.

H. Privacy Protection

Counsel is committed to protecting the privacy of all client personal information that we collect and maintain in the course of carrying on our business whether over the Internet or in more traditional ways. We have a Personal Information Policy to inform you of the ways we collect, hold, use and disclose personal information.

I. Cookies

A cookie is a small file containing certain pieces of information that the Service creates when you use it. There are two common types of cookies, "session cookies" and "persistent cookies". A "session cookie" stores information only for the length of time that you are connected to the Service and is not written onto your hard drive. A "persistent cookie" is written onto your hard drive and remains there until its expiry date. The Service currently only uses session cookies to identify your current session to the webserver, and ensure that at all times during your session we are dealing with you. The Service may in the future use persistent cookies to store information that you are aware of, for example, if you choose the option on our log-in screen to remember your User ID, your computer will remember it automatically and input your User ID each time you access the Website.