Statement of Policies and Conflicts of Interest

Here are some highlights from our Policies:

Confidential Information: Our employees are prohibited from using confidential information gained in the course of their duties, for their personal benefit or for the benefit of a third party. This includes information related to clients, transactions or client accounts. Our employees may not take advantage of any situation for the purpose of obtaining a benefit of any kind to the detriment of respecting the protection of confidential client information.

Gifts, Entertainment and Compensation: Employees are prohibited from accepting gifts, entertainment or compensation that could influence the decisions they make in the course of performing their duties and to compromise or give the impression of compromising their independence. All decisions must remain objective and impartial in the best interests of clients. Unless they have our prior approval, our employees may not receive any form of compensation other than what we pay them. We ensure that our employee compensation practices do not conflict with employees' obligations towards our clients.

Outside Business Activities: Employees are prohibited from engaging in activities that could interfere or be in conflict with their duties. We will not permit any employee to engage in business activities outside the scope of their duties without our prior approval and without ensuring that these activities do not compromise our clients' interests or harm our own reputation or that of the industry. We would also consider an employee to be in a potential conflict of interest if he or she were designated as a beneficiary of a client's estate or otherwise inherit from a client's estate.

Client's Best Interests: The interests of clients must always be given priority over those of NBF and its employees. When we receive two orders for the same security at the same or better price, we always execute the client's order before our or our employee's order. This also means that the Registered Representative has an obligation to choose the best investment for a given client, even if it is an investment that directly competes with our offerings. No Registered Representative is authorized to make recommendations solely for the purpose of generating revenue or promoting in-house investments if there is no benefit to the client and that the recommendations do not constitute the best execution and the best investment for the client.

Referral Agreements: On occasion, third parties may refer clients to us for our products and services. We or our Registered Representatives may also refer clients to third parties. In all cases, referrals should prioritize the interest of clients. When these referrals involve a commission, the commission must comply with existing regulations, and we notify the referred client about the commission and other relevant information. This allows the client to make an informed decision about the referral and consider any potential conflicts of interest. Any agreement must be made in the best interests of clients and not just for the purpose of receiving a commission.

Corporate Financing, Advisory and Research Activities: We offer corporate financing, advisory and research services for a fee. We have established procedures and policies to avoid conflicts of interest and to protect the confidentiality of privileged information. In addition, our departments involved in advisory and research activities are physically isolated from all our trading activities thus avoiding the unauthorized communication of privileged information.

Underwriting and Market Maker Activities: In some cases, we may act as an underwriter, meaning we administer the public issue and distribution of securities. We may also act as market maker, which means we hold an inventory of securities and use it to quickly complete buy and sell orders. In some cases, the interests of the parties we work for can differ from the interests of our clients. Regulations govern the various roles we play. In a case of conflict, we are duty bound to abide by the applicable legislations and regulations. We will always give the client's best interest priority over our own interest.

Tied Selling: It is not allowed for us to require a client to purchase, use or invest in any product, service, derivative or security as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying, continuing to supply or selling a product, service, derivative or security.

Best Execution: We have a policy that deals with best executions, which ensures that the most advantageous execution terms are available under the circumstances.

Allocation of Securities: We have a policy that deals with the allocation of securities among our clients when there are not enough securities to meet the demand. This policy is intended to ensure fair distribution of securities and thus avoid that a client entitled to a quantity of securities does not receive his fair share.

Private Placements and Personal Investments: Employees who wish to participate in a private placement, as a buyer or promoter, must first go through our authorization and verification procedure to avoid or supervise conflicts of interest. Our employees' personal investments are also subject to our policies and supervision. Employees cannot make personal investments based on confidential information held by NBF. We must always put clients' interests first over those of employees.

Compensation and Other Benefits: We are compensated for the business we do with our clients. The level of compensation varies depending on the product and the type of remuneration. At all times, recommendations to clients are appropriate and put their interests first, regardless of the compensation associated with the recommended product or service. There is no undue pressure on clients to influence them to acquire a product or service. In order to oversee these practices and ensure the absence of conflicts of interest, several controls are in place. Here are some examples of how compensation could lead to a conflict of interest and how we avoid such conflicts:

• Compensation and Benefits from Issuers: Issuers of securities or other related parties may compensate us based on the sale of their securities to our clients. An example is trailing commissions we receive for selling mutual funds. Securities regulations require issuers to include details in their offering documents about such arrangements and the compensation involved. Issuers can also pay or reimburse us for certain costs (registration for educational events, sales communications, conferences, seminars, etc.), allow us to attend conferences or seminars and provide us with promotional items of minimal value. Regulations surrounding these sales practices are very strict and only benefits that meet the conditions must be accepted.
  
• Currency and Interest Rates: On occasion, we may be compensated indirectly. For example, in a foreign currency exchange, we may receive compensation based on the difference between the price our clients pay for the currency and the price we pay for the same currency. We could also be compensated based on the difference between the interest rate we receive on invested funds and the interest rate actually paid to our clients.
• Marketplaces: We may receive compensation based on the marketplace we use to carry out our clients' transactions. Regulations control the conditions under which we carry out our client transactions.
• Over-the-counter Securities: We may receive compensation for the purchase or sale of some over-the-counter securities. These investments are traded outside of the formal exchanges. We mark up the final price clients pay when they buy these securities and mark down the final price clients receive when they sell these securities.
• Compensation for Investment Advisors: Investment Advisors may qualify for different types of incentives, such as bonuses, when the revenue they generate crosses a certain threshold. We prohibit Investment Advisors from making recommendations solely for the purpose of generating revenue without any benefit to the client. We have a comprehensive supervision program in place to monitor Investment Advisors and ensure that any recommendation they make is suited to the client's investment objectives, time horizon, risk profile, investment knowledge and overall financial situation.
• Fee-Based or Commission Accounts: There may be situations where it would be less expensive for clients to pay a commission per trade instead of a fee based on the assets they hold. Investment Advisors must always ensure that clients are billed the method that is most suitable to their needs.
  
  

Proxy Voting: Your Registered Representative may ask whether you intend to vote on a specific matter or ask questions relating to the securities you hold. Your Registered Representative may even recommend you vote in a specific manner. Our employees are prohibited from accepting payment from the issuer or any other party to request your vote or a proxy in their favor. Our policy is that any recommendation the Registered Representative makes must be in the best interest of the client.

Transaction Between Two Clients: In some circumstances, we may have one client who wants to buy a security through us and another client who wants to sell the same security through us. Our policy is to ensure that we make such transactions at fair market value. Neither we nor our Registered Representative are authorized to favour one client over another. Regulations and our policies require Investment Advisors to make only suitable investment recommendations to clients in their best interests.

Margin Accounts and Investment Loans: A margin account or an investment loan generates debit interest and additional fees or commissions when we invest the amount borrowed. This benefits the Investment Advisor, as well as us or one of our related companies that makes the loan. Any investment recommendation made by the Investment Advisor s must be suitable for the clients and puts his interest first. Our employees cannot recommend a product solely on the basis of the amount it will bring us.

Brokerage Commissions: We charge brokerage fees when an Investment Advisor exercises discretionary power by trading investments on behalf of a third party. Examples include transactions carried out for an investment fund or for an account under discretionary management. We adhere to requirements intended to ensure that the brokerage fees are proportionate to the services the client receives. We ensure that the client receives fair and reasonable benefit considering both the use of services and the amount of client brokerage commissions paid.

Discretionary Management: We offer discretionary management services to our clients. In some instances, the securities making up the portfolios under management may also be held by some of our employees, officers or directors, or may come from our related or connected issuers. Our discretionary management services must comply with the applicable legislations and regulations. We must always put clients' interests first over those of NBF and its employees.