Multiple Marketplaces & Best Execution Policy

Orders for Canadian listed securities may be executed on Toronto Stock Exchange (TSX), TSX Venture Exchange (TSXV), Canadian Securitas Exchange (CSE) and a number of Alternative Canadian Electronic (ATS) market place, or on a foreign regulated market.

Research Capital Corporation (RCC), has an obligation to use all reasonable efforts to ensure that our clients receive “Best Execution”.

In an effort to ensure best execution, RCC uses an electronic Smart Order Router (SOR). The SOR will look for the best market and the best price at the time the order is entered. The "Best Market" is the marketplace that has the Best Bid (Buy) or Best Ask (Sell) price, or the order has the highest probability of being executed. The SOR will not execute a trade at a price lower than the best bid price or higher than the best offer price on any "protected" marketplace. Certain marketplaces may be "unprotected" because bids and offers are not displayed publicly, tradeable orders are not executed immediately on entry or the marketplace's share of trading is too small.

Hours of Operation for Trading in Listed Canadian Securities

RCC’s advisors, trading staff and systems are available for order execution between 9:30am EST and 4:00pm EST, Monday thru Friday, excluding Canadian statutory holidays. Trading staff maybe available outside marketplace hours, but, trade execution is treated on a “Best Efforts” basis.

Standard Order Routing

All orders that are received for Canadian Listed Securities, will be routed to the Smart Order Router “SOR” and an “ATS”

Handling of Orders

Orders received for listed equity securities will be handled as follows:

1. Pre‐Open
   Orders received prior to the Regular Trading Session will be entered into the pre‐open session of the Default Marketplace and will not be routed to an alternative marketplace unless otherwise requested by the client. Pre‐open orders, if tradable, will receive the opening price of the Default Marketplace. Any unfilled portion of an order and passive limit orders will remain on the Default Marketplace for the Regular Trading Session until the order is filled, changed, or cancelled.
2. Regular Trading Session
   Orders received during the Regular Trading Session will be routed to the marketplace with the best price. Any unfilled portion of an order and passive limit orders will be booked to the Default Marketplace and will remain there until the order is filled, changed, or cancelled. Unfilled day orders will expire at 5 p.m. on the day of entry.
3. Post‐Close
   Orders received after the Regular Trading Session will be entered into the pre‐open of the Default Marketplace on the next business day unless otherwise requested by the client. Requests to route an order to a marketplace other than the Default Marketplace will be handled on a best efforts basis and will expire at the close of trading of that marketplace on the day of entry.

Order Types

1. Day Orders
   A "day order" is an order to trade that expires if it is not executed the day that it is booked to the marketplace. Day orders are booked in accordance with "Order Booking" above. Any unfilled portion of a day order will expire at the close of business of the marketplace where the order was last booked.
2. Good-To-Cancel (“GTC”) Orders
   A good 'til canceled (GTC) order can be placed to buy or sell a security at a specified price that remains active until it is either rescinded by the investor or the trade is executed. Good Til Cancelled orders expire at 5 pm, 90 calendar days after entry. These orders participate in all regular trading sessions, including Market on Open, Continuous Trading, Market on Close, and Extended Trading. GTC orders are accepted on TSX, TSX Venture and TSX Alpha.
3. Good Til Date (GTD)
   Good Til Date orders expire at 5 pm on a specific day. These orders can participate in all trading sessions. Good Til Date orders with a specific time of expiry are not supported. GTD orders are accepted on TSX, TSX Venture and TSX Alpha.
4. Immediate or Cancel (IOC)
   An IOC order is eligible to receive a full or partial fill. Any portion not filled is cancelled immediately. IOC orders are accepted on TSX, TSX Venture and TSX Alpha. IOC orders may have board lot, mixed lot or odd lot volumes.
5. Market and Limit Orders
   A Market Order is an order to buy or sell that is to be executed immediately within the context of the marketplace. Limit Orders are orders to buy or sell at a specified price or better. It provides control over the execution price but reduces the certainty of execution. Market and Limit Orders received before 9:30 a.m. ET will be entered on the Principal Marketplace.
6. Stop Loss Orders
   A contingent limit priced order that remains undisclosed until its limit price is triggered at which time it becomes a displayed limit order. Once triggered the On-Stop order will trade in the CLOB subject to its limit with any untraded volume fully displayed at its limit price.
7. Market on Close Orders
   An order for the purchase or sale of a security entered on a marketplace on a trading day for the purpose of calculating and executing at the closing price of the security on that marketplace on that trading day.
8. Iceberg Orders
   An Iceberg order replenishes the displayed order size as executions are received. Only the disclosed portion of the order has priority at the given price level. Iceberg orders must display a minimum of 1 board lot.
9. Special Terms Orders (i.e. delayed settlement and minimum size)
   Orders with specific terms those are not immediately executable in the regular marketplace. Special terms orders such as minimum size orders will only be posted to the Special Terms Market of the principal marketplace, currently the TSX or TSX-V. Client’s can request guidance from the Research Capital Corp. trading desk on entry of all other special terms orders that would include non-standard settlement (short or delayed), short exempt, insider or significant shareholder order markers and specialty crosses such as internal cross or VWAP cross.

Statement of Policies Regarding Related and Connected Issuers

Under certain circumstances we may advise you in respect of securities transactions where the issuer of the securities or the other party to the transaction is a corporation or party having an ownership or business relationship with us.

The securities laws of certain provinces require us, when we trade in or advise with respect to our own securities or securities of certain other issuers to which we are related or connected, to do so only in accordance with particular disclosure and other rules. These rules require us, prior to trading with or advising you, to inform you of the relevant relationships and connections with the issuer of the securities. For the particulars of these rules and your rights, you should refer to the applicable provisions of those securities laws or consult with a legal adviser.

Issuers which are related to Research Capital Corporation are those where, through the ownership of or direction or control over voting or equity securities, directly or indirectly, we are an influential security holder of that issuer or that issuer is an influential security holder of us.

A connected issuer is one which has any relationship with Research Capital Corporation, any of our related issuers, or any of our or their directors or officers, that may lead a reasonable prospective purchaser of the securities to question if we and the issuer are independent of each other in a distribution of the connected issuer's securities.

Research Capital has a relationship with persons or companies listed in this statement. Research Capital, or its directors, officers, partners, salesmen or other employees may from time to time recommend that you trade in, or provide to you advice about, a security issued by those listed persons or companies.

• JFM Water Partnership, L.P.
• Rivalry Corp.
• Urbanfund Corp
• Tembo Financial Inc.
• Developer Capital Inc.

Before we advise you with respect to the purchase or sale of any securities of a related issuer, or in the course of their distribution, of securities of a connected issuer, we will disclose the relationship to you prior to giving the advice.

If you have given us the authority to exercise discretion in the purchase or sale of securities for your account, we will not exercise that discretion for the types of transactions described above unless we have disclosed the relevant relationship to you and you have given your specific written consent.

Before entering into a contract for the sale or purchase of the securities of a related issuer, and before accepting payment in connection with any such trade, our relationship with the related issuer will be specifically disclosed to you.

The confirmation which we prepare and send to you for a trade of any securities of a related issuer, or in the course of their distribution, of securities of a connected issuer, will contain the required disclosure.

If you wish further information concerning the relationship between Research Capital and those listed persons or companies indicated above, please contact us.

Unclaimed Property & Assets

The search form below applies to the province of British Columbia addresses and was put into place as a result of legislation passed and proclaimed in the province of British Columbia - "Unclaimed Property Act".

When Assets Become Unclaimed

Research Capital Corporation ('RCC') considers assets to be unclaimed when:

• Letters, correspondence, Account Statements, Trade Confirmations, Assets, Cheques or other documents are returned by Canada Post as undeliverable, and/or
• RCC is unable to locate the beneficial holder of the assets via telephone and/or email, and/or
• A cheque payable to the client has not been cashed after six months of issuance

How RCC will attempt to contact or locate beneficial owners of unclaimed assets

After six months of assets going unclaimed, RCC will:

• Attempt to contact the client at the last known address and phone number, and/or
• Attempt to locate the client through local phone directories or through any Internet on-line search available at the time
• In some provinces and as required by law, unclaimed or abandoned assets will be surrendered to the applicable Provincial Trustee or Administrator.

What happens when RCC is unable to locate the beneficial owners of any unclaimed assets

When assets have been unclaimed for longer than six months, the name of the beneficial owner will be added to an "Unclaimed Assets" database, administered by RCC.

How to search the "Unclaimed Assets" database

Enter the person's first and last names and click search or if you're looking for a company, use the company search instead.

First Name Last Name

-- OR --

Company Name

Where to go for more information:

Residents of Alberta

• For information on how to make a claim or an appeal against an unclaimed asset, Alberta residents should contact the Alberta Finance, Tax and Revenue Administration ( TRA ) directly at 780-427-3044 (for toll free service in Alberta, call 310-0000; then enter 780-427-3044 ) or visit Government of Alberta website.
• The applicable legislation is known as the Alberta Unclaimed Personal Property and Vested Property Act and Regulation. Both were enacted on September 1st 2008.

Residents of Quebec

• For information on how to make a claim or an appeal against an unclaimed asset, Quebec residents should contact Revenu Québec directly at 1 866 840-6939 or visit Revenu Quebec - Unclaimed property
• The applicable Quebec legislation is known as the Public Curator Act.

Residents of British Columbia

• For information about unclaimed assets held in investment accounts or an interest in an estate or trust, B.C. residents may contact the British Columbia Unclaimed Property Society at 1-888-662-2877 or www.bcunclaimedproperty.bc.ca.
• As well, for information with respect to unclaimed assets, or to make a claim or appeal against an unclaimed asset, B.C. residents may contact RCC at 1-888-860-7606.
• The applicable B.C. legislation is known as the Unclaimed Property Act.

Residents of Other Provinces

• Clients resident in other provinces or territories should contact RCC at 1-888-860-7606.

Complaints

The Research Capital Corporation ("RCC") Complaint Process has been adopted with a commitment to engage in and promote honest and ethical conduct and to provide full, fair, complete, accurate, timely and understandable resolutions to client complaints. As a demonstration of this commitment, RCC has adopted this Complaint Process.

How do I make a Complaint

There are several resources available to you if you wish to make a complaint. Your first option is to contact your Investment Advisor with the issue. If you feel that your issue requires attention at a more senior level, you may direct your concerns to either the business location's Supervisor, or the RCC Compliance Department directly. Complaints may be written or verbal.

How is the Complaint Investigated

All complaints are investigated by the RCC Compliance Department in conjunction with the business location's Supervisor and the staff member involved in the complaint. Upon receipt of a complaint, RCC will acknowledge the issue in writing with a letter to you. The letter will detail the individual responsible for the investigation, his/her contact information so that you may contact him/her throughout the investigation to determine the status of the file, a reference to the maximum amount of time the investigation may take, and will enclose a copy of the Investment Industry Regulatory Organization of Canada ("IIROC") "An Investor's Guide to Making a Complaint" brochure.

Our investigation process includes a review of account documentation, including account opening forms and client statements. Our investigation process may also include a request to interview you to clarify or attain any additional information required to investigate a complaint.

Upon completion of our investigation, we will provide you with a written report or letter that will contain the following:

1. A summary of your complaint;
2. The results of our investigation;
3. Our final decision on the complaint, including an explanation; and
4. A statement describing the options available to you if you are not satisfied with our response, including:
   1. arbitration;
   2. if a request is made within 180 days from the date of our final response, the ombudsperson service (i.e. the Ombudsman for Banking Services and Investments);
   3. submitting a regulatory complaint to IIROC for an assessment of whether disciplinary action is warranted; and
   4. litigation / civil action.

RCC Designated Complaints Officer

RCC has designated the Chief Compliance Officer as the Designated Complaints Officer. The Designated Complaints Officer is charged with oversight of the complaint handling process and may also act as a liaison between RCC and Regulatory bodies. Any questions with regard to the RCC complaint handling process should be forwarded to the Designated Complaints Officer by contacting 416-860-7600.

Fair Allocation Policy

We treat all clients and customers fairly when disseminating investment recommendations, disseminating material changes in prior investment advice and taking investment action. We conduct ourselves in such a manner that transactions for all customers and clients have priority over personal transactions.

Portfolios for which Research Capital acts as an advisor are governed by the principle of fair allocation of investment opportunities. The investment trade allocation policy ("Allocation Policy") is reviewed and updated on a periodic basis.

This Allocation Policy applies to all portfolios advised by Research Capital.

Trades will be allocated on a basis believed to be fair and equitable; no portfolio will receive preferential treatment over any other. The portfolio management team will take steps to ensure that no portfolio will be systematically disadvantaged by the aggregation, placement, or allocation of trades.

Transactions are allocated promptly, usually on the trade date, and no reallocations are permitted from one account to another except where the original allocation was done in error.

Principle of Fair Allocation of Investment Opportunities

In order to ensure fairness in the allocation of investment opportunities among the portfolios it manages, Research Capital will allocate investment opportunities with consideration to the prime determinants of market exposure, cash availability and industry sector exposure and with regard to the suitability of such investments for a portfolio. In determining the suitability of each investment opportunity to a portfolio, consideration will be given to a number of factors, the most important being the portfolio's investment objectives and strategies, existing portfolio composition and cash levels.

Where an investment opportunity is suitable for two or more portfolios, Research Capital will allocate such investment opportunity equitably in order to ensure that portfolios have equal access to the same quality and quantity of investment opportunities, and in determining such allocations will consider a variety of factors and principles, including, but not limited to, the following:

• Legal and regulatory restrictions affecting the participation rates for any portfolios managed.
• The need within a particular portfolio for liquidity.
• Other investment opportunities that may be available to a portfolio.
• Anticipated volatility associated with the investment in respect of each portfolio's investment strategy and objectives.
• Each portfolio's own investment restrictions.
• Where allocation of an investment opportunity would be insufficient to make up a meaningful portion of an individual portfolio's portfolio.
• Transactions are allocated promptly, usually on the trade date, and no reallocations are permitted from one account to another except where the original allocation was done in error.
• The allocation for each trade will be reflected in the managed account by the next business day on which the order is filled. Taking into consideration the prime determinants described above and/or specific portfolio objectives and restrictions, certain trades will not be allocated across all portfolios.
• Given different inception dates and historical cash flows, each portfolio may hold the same position with a different cost base.

Prime Determinants

• Overall market exposure;
• Industry sector exposure; and
• Cash availability

Primary distributions and IPOs

In circumstances where RCC is acting as Lead Underwriter or Lead Agent the Portfolio Manager will solicit the transaction after disclosing potential conflicts of interest before being contracted to an account.

Trade Match Statement

For Research Capital Corporation's Trade Match Statement please click here.

CONFLICTS OF INTEREST

General Description

Actual, potential and perceived conflicts of interest may exist in any interaction you have with an individual or organization. Our relationship with you is no different.

Description of Our Business

Research Capital Corporation ('RCC') is what is referred to as an "integrated" investment firm (or an integrated investment dealer) since we provide a broad range of corporate finance, institutional trading and retail client services and products. We recognize that by definition we are more susceptible to conflicts of interest than many other business activities since we may for example represent both sides to a transaction, namely, the buyer and the seller.There are generally three types of conflicts that can arise:

• Conflicts of interest between you and us,
• Conflicts of interest between you and our other clients, and
• Conflicts of interest between us and our related and associated companies.

As an investment dealer, we are a financial intermediary. As is the common practice in the brokerage industry, sometimes we may be the party on the other side of the transaction (referred to as a "principal" trade) where we own the security we sell to you. On other occasions, we simply facilitate a transaction between you as our client and a third party on the other side of the transaction through an "agency" trade where we have no ownership interest in the security traded. In still other cases, we advise an issuer of securities on how to best raise funds by selling securities while, at the same time, recommending that our clients buy those same securities.

More information about RCC may be found throughout this website.

Management of Conflicts of Interest

In general, we deal with and manage relevant conflicts as follows:

• 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 restricting 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 following information is intended to assist you in understanding and assessing material potential and actual conflicts of interest, including how we address them. However, this is an overview of a complex subject and is not meant to be an all-inclusive list of conflicts of interest.

If you ever have any questions or concerns, whether they involve conflicts of interest or anything else, you should never hesitate to say so and you should ask your advisor for an explanation as well as for more information.

Possible Conflicts and How They Are Managed at Our Firm

More Information

Canada has comprehensive and extensive securities regulatory rules and regulations, many of which are directed at protecting client and investor interests, including dealing with conflicts of interest. For more information on how Canadian securities regulations address conflicts of interest in order to safeguard the investing public, we suggest that you refer to the websites and publications of the provincial securities commissions (which are available through the Canadian Securities Administrators (CSA)) and the Investment Industry Regulatory Organization of Canada (IIROC).

ACCESSIBLE CUSTOMER SERVICE POLICY

Research Capital Corporation (RCC) is committed to excellence in serving all clients, including clients with disabilities, while bearing in mind the principles of independence, dignity, integration and equal opportunity.

Assistive Devices

RCC will ensure that our employees and agents are trained and familiar with various assistive devices that may be used by clients with disabilities while accessing our services and facilities.

Service Animals

We welcome clients with disabilities and their service animals. Service animals are allowed on the parts of our premises that are open to the public.

Support Persons

A client with a disability who is accompanied by a support person will be allowed to have that person accompany them on our premises.

Service Disruptions

RCC will provide clients with notice in the event of a planned or unexpected disruption in all the facilities or services used by clients. Notices will include information about the reason for the disruption, the anticipated duration of the disruption, and a description of alternative facilities or services, if available.

Notices will be placed at all public entrances, service counters located on the premises, and if appropriate, RCC websites and outgoing telephone messages.

Training

RCC will provide training to all employees on our accessible client service policy. This training will include:

• An overview of the Accessibility for Ontarians with Disabilities Act, 2005 and the requirements of the customer service standard
• RCC's plan related to providing accessible customer service
• How to interact and communicate with people with various types of disabilities
• How to interact with people with disabilities who use an assistive device or require the assistance of a service animal or a support person
• What to do if a person with a disability is having difficulty in accessing RCC's goods and services

Employees will be trained as soon as practical following their date of hire, no more than 90 days after their start date, as well as when changes occur to applicable policies, procedures and practices.

All documents required by the Accessibility Standards for Customer Service will be available upon request, subject to privacy protection laws. When providing such documents to a person with a disability, RCC personnel will provide the document, or the information contained in the document, in a format that takes into consideration the person's disability.

Feedback process

RCC is committed to providing high quality service to all of our clients. Feedback from clients about the delivery of services to persons with disabilities may be given in confidence by telephone, in person, in writing, in electronic format or through other methods.

Email To: Contact@researchcapital.com

Mail or deliver to:

Research Capital Corporation
Human Resources
4500 . 199 Bay Street
Toronto, Ontario
M5L 1G2

Telephone:

1-888-860-7606 (please ask for someone in Human Resources)

Fax to:

416.860.7671