ATB Wealth™ Group Investment Plan Access Terms and Conditions (“Agreement”)

The terms and conditions set out in this Agreement, as amended from time to time, apply to your use and access of ATB Wealth’s Group Investment Plan online services that are available from time to time (the "Services"). This Agreement replaces any and all prior agreements between you and ATBSI for the Services.

This Agreement together with ATB Financial’s Legal Terms of Use and Privacy Policy, which can be found at www.atb.com under the heading "Legal" and "Privacy and Security", respectively, govern your use of the Services to which you are granted access under this Agreement. This Agreement constitutes a legal agreement between you and ATBSI.

A. Interpretation

1. The terms defined in section P of this Agreement and elsewhere in this Agreement have the meanings therein for the purposes of this Agreement.
2. If there is any conflict between the terms and conditions in this Agreement and the terms and conditions of any other agreement you may have with ATBSI in relation to a product or service offered by ATBSI (collectively, the "Other Agreements"), then unless otherwise indicated in this Agreement the terms and conditions of the Other Agreements shall apply to the extent of the inconsistency. This Agreement does not replace any of the Other Agreements.

B. Services - General

1. To access the Website and the Services for the first time, you must enter the company key provided by your employer and your email address. You will be required to create and register your profile on the Website, and select a Username and Password. You will also be required to set-up Security Questions.
2. After you have registered your profile on the Website, you will be able to access the Website and the Services with your Username and Password. You may also be required to answer the Security Questions.
3. You agree that the use by you, or purporting to be by you, of your Username and Password together is your electronic signature ("Electronic Signature") and is the legal equivalent to your written, signed instructions. You agree that ATBSI may accept and act upon any instructions provided to us through the Website when your Electronic Signature has been used to access the Website, whether or not it is you who accessed the Services. You agree that electronic display pages accessed by entering your Electronic Signature constitute written documents and that clicking or otherwise electronically activating "OK", "submit", "continue", "approve", or similar areas of such pages according to on-screen instructions or otherwise submitting instructions electronically shall have the same legal effect as if you had signed by hand and delivered hard copy versions of such pages to ATBSI with intent to be legally bound by their contents. You agree that once such instructions are clicked or submitted, ATBSI shall have no obligation to reverse them.
4. You agree that the Services will not be used for illegal or fraudulent purposes or for purposes which could affect the security or integrity of the Services or ATB Financial systems, hardware or software.

5. ATBSI reserves the right to deny access to some or all of the Services, or deny access to the Website all together, under certain circumstances, including:

   1. if in the judgment of ATBSI any use of the Services is for illegal or fraudulent purposes;
   2. if in the judgment of ATBSI access to your use of the Services is being performed fraudulently or without your consent; or
   3. if access to the Website or the Services is being used to attempt to obtain unauthorized access to ATB Financial systems, hardware or software.

   If you request reinstatement of access to any Service or the Website, ATBSI may require that you take certain steps, such as updating security software on your computer or device, before it may permit access.

C. No Advice

1. The information, material and content provided through the Website is not intended to provide specific tax, legal or accounting advice to you, and should not be relied upon in that regard.

D. Copyright Group Investment Plan

1. ATB Financial 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 the Website, or has obtained the permission of the owner of the intellectual property in such content to use the content on the Website. You acknowledge that all information made available to you on the Website is proprietary to ATB Financial or to the appropriate information supplier and is protected by copyright law and other applicable intellectual property laws.
2. You are permitted to use the content that is delivered to you through the Website only in connection with your use and access of the Services. Your right to use the Services is personal to you and not transferable. You may not: (a) copy, reproduce, distribute or create derivative works of any portion of the Services; (b) reverse engineer, decompile, alter, modify disassemble or otherwise attempt to derive source code utilized in the Services or any third party applications incorporated into the Services; (c) sell, rent, sublicense, lease, lend or allow time-share access or use to third parties of any portion of the Services; (d) distribute or provide copies of any portion of the Services to third parties; (e) resell the use of the Services; (f) use the Services to provide services to any third parties; or (g) use the Services as a platform for designing and creating a competing product or service.

E. Alerts

1. If you select to receive electronic alerts through the Website ("Alerts"), we will send the selected Alerts via electronic mail to the email address selected by you. We may not confirm whether the email address is correct or whether you receive the Alerts. The Alerts may not be sent in real time and you should not rely upon the accuracy of any Alert without further verification. Since email is not secure, we cannot guarantee the privacy or security of the Alerts being sent. In addition to section H Limitation of Liability, you agree that we are not liable if any of the Alerts that are sent are intercepted or accessed by someone else, or if the privacy or security of the information contained within any Alert is compromised. You may cancel the Alerts at any time in accordance with the instructions available on the Website.

F. Mobile Services

1. If you access the Website from a mobile device:

   1. You must first be enrolled in the Website;
   2. You understand that not all of the Services, functionality, content or information (including Live Chat, notices and legal and privacy terms) of the Website may be available on your mobile device and access may not be available outside of Canada. You agree to regularly access the Website through a technology other than on your mobile device in order to obtain the Services, functionality, content and information of the Website; and
   3. There may be links to or icons to click to terms and conditions or other important information that you must read when clicking in or accessing the Website on your mobile device. You agree to click on those links or icons, read the terms and conditions and information and you agree that by accessing the Website on your mobile device that you are bound by those terms and conditions.

G. Security

1. You are responsible for the care and safety of your Password and Security Questions (together, "Security Information"). You will keep the Security Information confidential and secure from all persons.
2. You will notify ATBSI immediately by telephone if your Security Information may have become known by someone else, has been disclosed to anyone, or if there has been suspicious, fraudulent or unusual activity on any of your Accounts.
3. The computer or electronic device that you use may be vulnerable to viruses or online attacks that seek to intercept or alter information. To reduce the chance of this occurring, you should take all reasonable precautions, including ensuring that any such computer or device you use to access the Website or any of the Services has up to date anti-virus software, anti-spyware software and a firewall, if available. In addition, you should also ensure that you log off of the Website each time you finish using it, as soon as you are finished.

H. Limitation of Liability

1. ATBSI will exercise the care, diligence and skill of a reasonably prudent person to ensure the integrity, confidentiality and security of your confidential investment and personal information. Notwithstanding any other provisions hereof, you release ATBSI, our affiliates, and each of our respective directors, officers, employees, agents, successors and assigns from any liability for any losses you may suffer or breaches of your privacy, whether created by statute, contract, or your expectations, that may arise due to any third party gaining access to your confidential investment and personal information by intercepting or otherwise gaining access to your emails or to your profile through the Website. You further indemnify ATBSI, our affiliates, and each of our respective directors, officers, employees, agents, successors and assigns for any losses you may suffer due to any third party gaining access to your confidential investment and personal information by intercepting or otherwise gaining access to your emails or to your profile through the Website. In no event will we, our affiliates, and each of our respective directors, officers, employees, agent, successors and assigns be liable (even if negligent) for any consequential, incidental, indirect, special, economic, punitive or exemplary loss or damages.
2. ATBSI is not required to verify the identity of, or to confirm if any authority has been granted to, the user of your Electronic Signature or any component of it.

3. ATBSI will make every reasonable effort to ensure performance of the Services. Unless ATBSI is negligent, ATBSI is not liable for any loss, damages, costs, claims, expenses, harm or injury caused by:

   1. service malfunction or failure that affects the accuracy or timing of any functions; or
   2. system or device error, failure, malfunction, unavailability or withdrawal, whether or not within or beyond its control.
4. There are no warranties or conditions, express or implied, with respect to the Services under this Agreement.
5. ATBSI is not responsible for acts or omissions of your Internet service providers.
6. You access and use the Website and the Services at your own risk. The Website and the Services are provided on an "as is" and "as available" basis.

I. Termination, Discontinuance and Amendments

1. You may terminate access to the Website by providing ATBSI with notice. Upon termination you must immediately cease using the Website and the Services. The Website access will also be terminated upon the closure of the relevant Accounts with ATBSI. Neither termination nor discontinuance shall affect your liability or obligation under this Agreement.
2. ATBSI has the right to vary, discontinue or terminate elements of the Services at any time without notice to you.
3. ATBSI may amend the terms and conditions of this Agreement at any time by posting a notice on the Website or by providing notice to you of such amendments. Notice of the amendments may be given either before or after the coming into effect of such amendments. Your use of the Services after the later of either the notice or the date the amendment comes into effect, constitutes your consent to such amendments.

J. No Solicitation

1. The information contained on the Website does not constitute a solicitation or an offer to buy or sell securities or buy or sell products or services of ATBSI and/or our affiliates.

K. No Waiver

1. ATBSI shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by ATBSI. No delay or omission on the part of ATBSI in exercising any right or remedy shall operate as a waiver of such right or remedy or any other rights or remedies. A waiver on any particular occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

L. Fees/Charges

1. No fees will be charged to use the Services. ATBSI will waive the annual account fee on your Account provided your Account is used in connection with your use of the Services. ATBSI may vary or terminate the waiver of the Account fees at any time by providing notice to you before the coming into effect of such variation or termination. Your use of the Services after the date the variation or termination comes into effect constitutes your consent to such variation or termination.

M. Notices

1. Any notices to be sent to you pursuant to this Agreement, may be sent to you by ATBSI by mail to the last mailing address we have for you in our records, or by email if you have elected to receive communication electronically.
2. You agree to regularly review your emails for such notices.

N. Privacy and Use of Your Personal Information

1. ATBSI will collect, use and disclose your personal information in accordance with ATB’s Collection, Use and Disclosure Statement, a copy of which you can obtain at any branch or online at atb.com. Details of ATBSI’s commitment to protecting our customers’ privacy are set out in ATB’s Privacy Code, which is also available at any branch or online at atb.com. Personal information that is obtained through or entered into the Website is stored in the United States of America. You may access ATB’s Out of Canada Service Providers Statement at www.atb.com under the heading Privacy and Security. If you have questions about the collection, use or disclosure of your personal information outside Canada, you may contact ATB’s Privacy Officer at (780) 408-7588.

2. By participating in the Group Investment Plan and using the Services, you acknowledge and agree that for purposes of administering the Group Investment Plan:

   1. You expressly consent to ATBSI sharing with your employer such Account information as is reasonably required;
   2. You expressly consent to ATBSI notifying your employer of any funds you may withdraw from your Account, and that such withdrawal of funds may result in the cessation of contributions from your employer; and
   3. Your employer may share with ATBSI certain information regarding your employment status.

O. Account Opening

1. Terms and conditions in this section O apply only if you apply to open an ATBSI account through the Website, and are in addition to all other terms and conditions in this Agreement. If there is a conflict between this section O and the remaining terms of this Agreement, this section O will prevail to the extent of the inconsistency.
2. We are required by law to verify your identity. If you do not have an existing account with ATBSI, ATB Wealth or ATB Financial, we will be verifying your identity through a few different ways, including asking you to attend at any of our branches to provide your identification or asking you to provide your identification to your employer.
3. Once you submit your application through the Website, you will be contacted by telephone, by email or by mail, in accordance with your elected communication preference, if we require further information from you in order to process your application, or if we have approved to open your account.
4. Once your account has been opened, you will receive by facsimile, by email or by mail, in accordance with your elected delivery preference, additional account agreements and/or disclosures depending on your account.

P. Definitions and Interpretation

1. In this Agreement, unless the context requires otherwise:

   • "Account" means the account with ATBSI that is opened in connection with the Services and for which ATBSI has approved and accepted.
   • "ATB Financial" is the trade name/ registered trademark of ATB Financial, the parent company of ATBSI.
   • "ATBSI", "us", "we" and "our" means ATB Securities Inc., a wholly owned subsidiary of ATB Financial and a member of the Investment Industry Regulatory Organization of Canada.
   • "ATB Wealth" consists of a range of financial services provided by ATB Financial and certain of its subsidiaries. ATB Investment Management Inc., ATB Securities Inc., and ATB Insurance Advisors Inc. are individually licensed users of the registered trade name ATB Wealth. ATB Securities Inc. is a member of the Canadian Investor Protection Fund and Investment Industry Regulatory Organization of Canada.
   • "Including" means including but not limited to.
   • "Live Chat" means the communication point that you may access when accessing the Website where you and ATBSI may securely communicate with each other.
   • "Password" means the combination of letters and numbers that you select and that you use to access the Website.
   • "Security Questions" means the questions and answers that you may be required to choose and provide answers to when prompted in order to assist ATBSI in confirming that you are the person accessing the Services.
   • "Username" means the unique login that you select as your Username. Your Username must be used together with your Password to access the Services.
   • "Website" means the secure website for the Group Investment Plan that may be used by you to directly access the Services.
   • "You" and "your" means the person enrolled with ATBSI to access the Website and the Services.
2. This Agreement shall be governed by and interpreted in accordance with the laws in force in the Province of Alberta and you agree to submit to the jurisdiction of the Courts of the Province of Alberta.
3. Headings used in this Agreement are for convenience only and do not affect its interpretation.
4. This Agreement binds you, your successors and assigns, heirs, executors, administrators and legal representatives.

ATB Wealth consists of a range of financial services provided by ATB Financial and certain of its subsidiaries. ATB Investment Management Inc.; ATB Securities Inc. are individually licensed users of the registered trade name ATB Wealth. ATB Securities Inc. is a member of the Canadian Investor Protection Fund and Investment Industry Regulatory Organization of Canada. ATB Investment Management Inc. manages the Compass Portfolio Series. Additional information about the Compass Portfolio Series and other important disclosures may be found on the ATB Compass Portfolios page.