ADVISOR MANAGEMENT SYSTEM - TERMS AND CONDITIONS

Value Partners Investments Inc. (VPI) requires that all visitors to our on-line ADVISOR MANAGEMENT SYSTEM website (the "AMS") be approved by VPI and adhere to the following terms and conditions ("Terms"). By clicking on the "I AGREE" button at the bottom of these Terms, you indicate your acknowledgment and acceptance of these terms and conditions.

1. Access to AMS Limited to Authorized Use: Access to and use of password protected or otherwise secured areas of the AMS is restricted to Authorized Users only, and only for the Authorized Purpose (as defined in Section 2 below). "Authorized User" is defined as that person to whom VPI has issued a user name ("User Name") and password ("Password") and who agrees to be bound by these Terms. As an Authorized User, you are the only person authorized to access the AMS using your User Name and Password. You are responsible for all uses of the AMS by you or any other person who uses your User Name and Password, with or without your permission. If you are using the AMS on behalf of a company or other organization, you represent and warrant that you are authorized to enter into this agreement on behalf of that organization, and you acknowledge that the rights to use the AMS are expressly conditioned on such representation. You represent that you are a broker/dealer and/or an investment adviser operating in compliance with any and all applicable laws (including any laws or exemptions pertaining to your need to be registered and/or licensed with any self-regulatory organization and/or any provincial, local, municipal or federal governmental authority). Authorization to use the AMS by VPI does not authorize the Authorized Users to sell VPI funds. Unauthorized individuals attempting to access these secured areas of the AMS will be subject to prosecution to the furthest extent permitted by law.

2. Obtaining a User Name and Password: Authorized Users will be given an online User Name and Password that will give the Authorized User access to (a) general information and marketing material occasionally available in the AMS ("arketing Materials"); (b) VPI's new account opening documentation (including the New Account Application Package which contains the Broker/Consultant Instructions, Investment Plan Application and if applicable Locked-in Addenda, Spousal Consent Form and T2033 Registered Transfer Form (collectively, the "New Account Documentation"); (c) Client account reports and information available on the AMS and via a link to Advisortrax.com ("Client Information"); and (d) Shareholders information, for Authorized Users that also owns Value Partners Group Inc. shares.

Authorized Purpose implies (a), (b), (c) and (d) above either collectively or individually. For security purposes it is recommended that the Authorized User memorize this User Name and Password and not write it down.

3. Confidentiality/Agreement Not to Disclose to Third Parties/Use of Marketing Materials and New Account Documentation: You agree that you shall keep all Client Information you obtain through the AMS and on Advisortrax.com in strictest confidence and no part of such Client Information shall be disclosed to any third party (other than the client to which the information pertains) for any reason in any manner whatsoever. Furthermore, you agree to keep your User Name and Password in strictest confidence and shall not disclose your User Name and/or Password to any third party for any reason in any manner whatsoever. If you believe that your User Name and/or Password may have been lost or stolen, or that an unauthorized user has been accessing the AMS, you must notify VPI at once at 1-866-323-4235.

With respect to the Marketing Materials and New Account Documentation, the only statements you are authorized to make about VPI, its products and/or the terms of its services, are those that appear on or are contained in the Marketing Materials and New Account Documentation. You are not authorized to make, represent or agree to any statement and/or representation about VPI, its products and/or the terms of its services, to third parties to whom you present any Marketing Materials and/or New Account Documentation other than those contained in said Marketing Materials and/or New Account Documentation. You agree to be fully and solely responsible and liable for any statements or representations you make to any third party about (a) VPI, its products and/or the terms of its services; (b) any Marketing Materials; and (c) any New Account Documentation in violation of this Paragraph 3.

You agree to fully indemnify, defend and hold VPI harmless for any losses, costs, damages and expenses in connection with your breach of this Paragraph 3 or any other agreement or covenant contained in these Rules.

4. Termination: VPI reserves the right to terminate your use of the AMS at any time for any or no reason at its sole discretion. VPI may at any time modify or terminate any of the features, services or technology requirements or any other aspect of the AMS, at our sole discretion.

5. No Warranties: ALL INFORMATION ON THE AMS IS PROVIDED TO YOU "AS IS" WITHOUT REPRESENTATION, GUARANTEE OR WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND SUITABILITY FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR THE LIKE, SECURITY OR ACCURACY. VPI is not responsible for any information, opinion, advice or other content of the AMS ("Content") obtained from third parties. VPI does not endorse and is not responsible for the accuracy or reliability of any opinion, advice or statement made through the AMS by any party other than VPI. Under no circumstance will VPI be liable for any loss or damage caused by any user's reliance on any Content obtained through the AMS. It is your responsibility to evaluate the accuracy, completeness, suitability or usefulness of any Content. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific Content.

The Content should not be construed as investment or financial advice. VPI expressly disclaims all liability in respect to actions taken or actions not taken based on any or all of the Content.

The Content has been included for informational purposes only, and may not reflect current financial data, developments and/or market conditions. No recipient of Content, clients, brokers or otherwise, should act or refrain from acting on the basis of any Content without seeking the appropriate financial or other professional advice on the particular facts and circumstances at issue.

References in the AMS to specific securities should not be construed as particularized investment advice or as recommendations that you or any investors purchase or sell these securities on their own account. Some information contained in the AMS has been obtained from sources believed to be reliable, but the accuracy and/or completeness of any Content cannot be guaranteed. Any transactional detail respecting any client account accessed through the AMS does not supersede your normal trade confirmations or statements. Nothing in the AMS may be relied upon for tax purposes.

6. Limitation of Liability: VPI specifically disclaims any liability (whether based in contract, tort, strict liability or otherwise) for any direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with access to or use of the AMS, (even if VPI has been advised of the possibility of such damages), including without limitation, liability associated with any viruses which may infect a user's computer equipment or any other computer security breaches.

7. The AMS enables you to send from your electronic account an electronic message containing Marketing Materials and other materials to recipients that you select and provide electronic addresses for. You are fully and solely responsible and liable for complying with any applicable anti-spam or similar legislation (Anti-Spam Laws), including without limitation Canadas anti-spam legislation. You represent, warrant and covenant, and acknowledge that VPI is relying on your representation, warranty and covenant, to obtain the requisite consent from the recipients to send such electronic messages to the recipients, and that you will comply with all other requirements under Anti-Spam Laws from time to time. Nothing provided on the AMS implies or provide you with any consent or other permission to send electronic messages to any particular recipient. You acknowledge and agree that electronic messages sent through the AMS must be sent through your electronic account only.

8. Laws and Regulations: Your access to and use of the AMS is subject to all applicable federal, provincial and local laws and regulations as well as all applicable foreign laws and regulations. You agree to comply with all applicable federal, provincial and local laws and regulations as well as all applicable foreign laws and regulations in your access to and use of the AMS, including, without limitation, Anti-Spam Laws and laws relating to the collection, use and disclosure of personal information. 

9. Changes to Rules and Regulations: We reserve the right to modify these Rules at any time. We will post a notice at the AMS that a change has been made, along with the modified Rules. If any modification or addition is unacceptable to you, you must discontinue your use of the AMS. Your continued use of the AMS will mean that you have accepted your use of the AMS in accordance with the modified Rules.

10. Violation of Rules and Regulations: VPI reserves the right to seek all remedies available at law and in equity for violations of these Rules, including the right to block access in any way it deems appropriate including, without limitation, by blocking access from a particular Internet address to the AMS or by any particular person.

11. Copyright and Trademark Protection: The trademarks, logos and service marks displayed on the AMS ("Marks") are the property of VPI and other parties. You are prohibited from using any Marks without the written permission of VPI or such third party that may own the Marks. You agree and acknowledge that the Marketing Materials, New Account Documentation and all other Content is protected by copyright, trademark, data protection, privacy and other proprietary and personal rights law. VPI and its licensors retain full and complete title and ownership of all intellectual property and other rights in all information. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any of the Marketing Materials, New Account Documentation, Client Information and/or other Content for commercial or public purposes not expressly authorized herein.

Last updated: Oct 17, 2016