Outline of Services : Chris and Michelle Dowling M. Baron & Associates January, 2013

1. See last page contact info Outline of Services : Chris and Michelle Dowling M. Baron & AssociatesJanuary, 2013

2. Our Firm: What are the Benefits • Independent Investment Advice: Two levels of “Active Management” • No incentives to sell Proprietary products, like the banks • Best selection based on your personal needs and requirements • Services, for those investing > $350k, what you get included are: • Annual Income Tax preparation : you and your spouse • Continuous Tax planning and strategies from Qualified Professionals: C.A. • Financial/Retirement plans, updated annually to meet changing needs • Simplified costs; typically lower costs than Traditional Financial Institutions • No or only Low load Commissions, no back end deferred sales charges , no switching penalties • Risk Management assessment: Insurance review and Estate planning • Experienced Professionals in the business for over 20 years • Tax planning, strategy and Return preparation , Investments, Financial Planning • Track record of success • Personalized service

3. Commission on Sale (one time) No Load or Front Load: pay on purchase Low Load: pay only if sell within 2-3 years DSC: Back end load: pay if sell within 6 years Management Fees Portfolio Manager and expenses Annual Trailer paid to Advisor Administration and Overhead Overhead for Financial institution Record keeping, tax, mailing, Audit , Legal No tax work, limited financial plannning No commissions on Sale No load WE do NOT sell DSC back end loads. Management fee Portfolio Manager and expenses Annual Trailer paid to Advisor Administration and Overhead Same as Mutual fund Same as Mutual fund Additional Services you will receive Tax preparation, Strategies & Planning Financial Plans/Retirement plans Mutual Funds compared to Fee based account Our Approach Mutual Funds

4. Mutual Fund – Fees and how we get paid? Sales Commissions on Purchase: Some Institutions charge a commission on Mutual Funds: -Deferred Service Charges or Back ended Load -must hold for 7 yrs OR you pay a DSC to get out early -Low Load -must hold for 3 years or you pay a penalty to get out -Front Load –you pay a commission up front when buying Some institutions have no Load – i.e. most Bank funds Our Way:NO COMMISSIONS, we gain our revenue from Annual trailer portion of MER% on selected solutions

5. How we select Portfolio managers/Mutual Funds:We look for: • We review and select managers based upon their track records and how they performed in different markets • Review performance in history, the portfolio manager’s approach • Select a small stable of good Pooled funds or Mutual funds, with sound managers • 4-5 for equities, 1-2 for fixed income • Negotiate lower fees…. institutional Management fee rates, not retail rates • Request our clients to move on a timely basis to our recommendations • No charges or switching fees • Continuous monitoring of performance,…with the ability to “fire a portfolio manager” if we need to quickly

6. Fee for Service • We can also arrange our services to you on a fee for service platform, usually with assets > $700k • We invest in F class mutual funds (fee charged is lower than traditional A class ) are represents only the investment portfolio manager fee which are lower than traditional MER% structures • You and I negotiate our firm’s service fee directly, based on specific need • The fee is paid through a % of assets under management, and the fee charged each month from your investment returns or we can invoice you bi-annually directly. • Fees can be allocated to non Registered assets to achieve good tax efficiency.

7. Specific Fee for service alternatives • Asset Level • 0-$350k Traditional A class MER%, MBA svcs paid usingTrailers on Pooled/Mutual funds All services (Tax prep, planning, Retirement and Education plans) are charged at separate negotiated , non discounted fee/hr & HST All managed Funds are held at B2B Bank • $350-$500 Same as above on MER% compensation , All services are included in MER%, so so you get them without an extra fee charged all managed Funds are held at B2B Bank • $500-above Manage your assets independent of location, we negotiate a fee for MBA services . You can keep assets where they are or locate at B2B Bank,your choice

8. Dowling Fee for Service for assets $500 to $1000k • MB&A fee of $ 5000/annum & HST, or .60 bps plus HST, no other fees Assessed by invoicing directly bi annually. • Personal T1 Tax returns for Chris and Michelle (sole proprietorship) • Tax planning and implementation included (spousal loan, corporate class structure on Non registered assets, tax efficiency rebalancing between Registered and Non Registered and TFSA • No fees for switching, no commissions • Financial plan for retirement , initial creation and annual updates, refresh • Financial plan for education funding • Consulting income planning for either Chris or Michelle, including corporate structures…………..discounted price on corporate T2 tax preparation • Risk Management / insurance reviews • Investment counsel , asset allocation and risk reviews, full portfolio analysis quarterly

9. How we work with our clients? • We jointly decide on optimal asset allocation to meet your specific life requirements, risk tolerance and financial objectives • Select appropriate investments from stable of proven portfolio managers • We tell you up front what the Management fees are for each fund (MER%) • Switching your holdings…usually. occurs without transfer fee, ie • if we think you should change your fund within equities portfolio, there is no charge • If we decide to amend asset allocation, the only fee change is on the above mix through the MER% changing • B2B Bank does charge an annual registration / reporting fee to house each account: • $135 plus HST for the first account, with an additional $75 plus HST charge for each additional registered (RRSP, RRIF, LIRA, etc.) account.

10. What can we buy for you? • We do business with most mutual fund companies in Canada • Current stable of portfolio managers includes: • PH&N , Fidelity, BMO, RBC, TD, Acuity (now AGF) • GIC’s/Bonds: Direct access to some banks and trust companies to make these purchases for you • Money Market accounts • Direct purchase of Stocks & Bonds: • Although today , not a large part of our business model, for trades in other securities we refer clients to B2B Securities Inc., a company related to B2B Bank.

11. Mike Baron & Associates – Experience matters! • Experienced Professionals in the business for over 20 years – Tax , Investments, Planning • Track record of success • Been through several recessions and economic cycles • Small size, independent advice • Leverage research from Internet based Investment expertise • = lower overhead than big firms/banks • Team of only Qualified professionals, no juniors • High quality services at a reasonable cost to you • Protection of your Assets: risk coverage same as Big firms • CDIC/MFDA protection coverage • Back office: FundEX Investments Inc. • Industrial Alliance Insurance owns FundEX • Full compliance requirements, oversees what happens, audits

12. How your money is invested and how is it protected? M.Baron & Associates (MB&A): Your money is not deposited in Mike Baron (MB&A), we are your investment counsel only, The funds are held in Trust with the trustee/custodian of the investment you endorse/choose through our recommendations. FundEX is our dealer, who provides compliance and audit checks and balances on what we recommend to ensure what we recommend is in alignment with your written objectives (investment policy statement) B2B Bankis our custodian/trust, they administer your account, independent of MB & A. They provide all the normal reporting and statement communication directly to you. The statements are both mailed quarterly and are available on line any day/24hrs/7 days/week. Investment Vehicle: For most investments other than GIC’s, there are no “guarantees” of return performance. Depending on the investment type selected , many investments offer consumer protection, exactly the same as those offered by Chartered Banks Custodian Trust co: eg. RBC, CIBC, State Street trust etc For most investment vehicles, the assets are actually held in Trust for the Mutual fund co. as an example. The trust operates independently from the Mutual fund co. to ensure protection. Your Money $ M. Baron & Associates FundEX Mutual funds provided through FundEX investments inc B2B Bank Investment Eg: Mutual Fund Trust Co.

13. Is my Money safe ? • FundEX Investments Inc (www.fundex.com) is our investment “dealer” ($11B in assets) • wholly owned by Industrial Alliance Insurance, a major global company • Supervises the Investment funds advisor, provides compliance monitoring and control based on your stated written risk tolerance and financial objectives • Assists the advisor in providing advice and supporting research • B2B Bank (https://b2bbank.com/), is the “trust/custodian of your investment” • B2B Bank is a wholly-owned subsidiary of Laurentian Bank of Canada • located in the heart of Toronto’s financial district and has regional representation coast to coast. • Executes, clears and settles the trades made by M.Baron and Associates (Mike) • handle the processing of the transactions in your account(s) • provide reporting services both on line/Web and with Quarterly Mailed statements. • A annual fee for this service – currently $135 plus HST for the first account, with an additional $75 plus HST charge for each additional registered (RRSP, RRIF, LIRA, etc.) account. • For a further explanation of the relationship between Dealers (FundEX) and trustee (B2B) and advisors (M.Baron & Associates) Log onto: The above links also provide the details on “protections against insolvency”

14. Investor/Consumer protection There are no performance guarantees with any products other than GIC’s. Investment TypeOverseeing Regulatory BodyInvestor ProtectionAmount/Coverage • Mutual Funds & Mutual Fund Dealers Association Investor Protection $1,000,000 for every (MFDA) Corporation (IPC) General Account • GIC, Bank Deposits Canada Deposit Insurance $100k per depositor Corporation (CDIC) in each institution • Insurance/Segmented Funds Assuris Assuris $60000 on insurance per policy holder YOUR MONEY IS PROTECTED TO THE SAME LEVELS AS IT WOULD BE WITH ANY BANK OR FINANCIAL INSTITUTION TO ENSURE WE ARE LICENCED AND REGISTERED WITH THE ONTARIO SECURITIES COMMISSION PLEASE REVIEW THIS WEB SITE: http://www.osc.gov.on.ca/Dealers/RegistrantList/reg_registrantlist-tc_index.jsp

15. Contact information • Mike Baron, C.A. • M. Baron and Associates • Financial and Tax Professionals • 34 King Street East, • Suite 1010 • Canadian Press Building • Toronto , Ontario • M5C 2X8 • Phone: (416) 367-2557 • Fax: (416) 367-2167 • Email: mbaron@slsfinancial.ca