Wealthsimple Work Service and Fee Agreement

INTRODUCTION

  1. The Canada Trust Company (the “Trustee”), a company amalgamated under the laws of Canada, has agreed to act as trustee of the registered retirement savings plans (“RRSPs”) issued to eligible employees or members of the Sponsor and their spouses (the “Annuitants”) under the Wealthsimple Group Retirement Savings Plan (the “Plan”). 

  2. Wealthsimple will provide certain investment-related services to the Annuitants. 

  3. Wealthsimple Investments Inc., an affiliate of Wealthsimple, has been delegated certain administrative responsibilities by the Trustee.

  4. Wealthsimple and Wealthsimple Investments Inc. (collectively, the “Service Provider”) wish to appoint the Sponsor as their agent, and the Sponsor wishes to accept such appointment, for the limited purposes specifically set out in this agreement ("Agreement").

  5. The Sponsor and the Service Provider wish to clarify the services to be performed by each of them and to define the fees for those services.

THEREFORE, in consideration of the terms and conditions contained in this Agreement, the Sponsor and the Service Provider agree as follows:

1. APPOINTMENT OF SPONSOR AS AGENT

The Service Provider hereby appoints the Sponsor as their agent, and the Sponsor hereby accepts such appointment, for the purpose of and with power to perform the obligations set forth in this Section. The Sponsor shall have no authority to delegate any authority granted to it or responsibility, unless the consent of the Service Provider is first obtained.

a. Contributions

The Sponsor agrees to collect all contributions and deliver them to the Service Provider in a timely fashion and in accordance with (i) the procedure prescribed by the Service Provider for that purpose, and (ii) any applicable law or agreement (including any employment agreement or collective agreement).  

At the time of each deposit, the Sponsor shall ensure that all information entered into the employer dashboard is accurate including the Plan, the Annuitants (name, status, employee number etc.) and the payroll, contribution and, if applicable, matching contribution amounts applicable to each Annuitant. 

b. Information Provided to the Service Provider

The Sponsor agrees to deliver in a timely fashion (i) all instructions, forms, notices and other documents remitted to it by any Annuitant for delivery to the Service Provider; and (ii) such other information requested by the Service Provider for the effective administration of the Plan and the RRSPs.

The Sponsor shall promptly notify the Service Provider of any material matter involving the Plan, the Annuitants or any of the RRSPs, including any claim, inquiry or complaint, which is or may become litigious or with respect to which a demand or indication of demand has been communicated to the Sponsor.

All Annuitant documents and information and any other information required from the Sponsor with respect to the administration of the Plan and the RRSPs shall be in writing and, if applicable, on a form approved by the Service Provider and signed by an authorized signatory of the Sponsor or the Annuitant, as the case may be. No delivery shall be deemed to have been made to the Service Provider unless made in writing.

c. Information Provided to Sponsor 

In connection with the administration of the Plan, the Service Provider may provide the Sponsor with forms, tax receipts, statements and notices to be delivered to Annuitants, and other documents, which it may deem necessary to be remitted to the Sponsor for distribution to Annuitants. When in receipt of any such documents, the Sponsor agrees to distribute such documents to the appropriate Annuitants in a timely fashion. 

The Service Provider may provide the Sponsor with information regarding the Plan to be posted on the Sponsor’s website, subject to the approval of the Sponsor.  If the Sponsor agrees to post, the Sponsor agrees to post such information “as is” without any modifications, additions or deletions, unless agreed to by the Service Provider.

2. ADMINISTRATIVE DUTIES

The Service Provider shall perform such administrative duties as are described in EXHIBIT A and as may be required by Applicable Tax Legislation with respect to the administration of the Plan and the RRSPs. Without limiting the generality of the foregoing duties, the Service Provider shall administer the Plan in accordance with the terms and conditions of the Declaration of Trust.

3. INVESTMENT

Wealthsimple will be appointed by each Annuitant as portfolio manager of the assets held in the Annuitant’s RRSP with full power to supervise and direct the investment of the assets in the RRSP subject to the terms and conditions set out in Wealthsimple’s Discretionary Management Agreement for Group Retirement Savings Plans. 

4. STANDARD OF CARE

The Service Provider shall perform their respective duties (a) in accordance with the terms and conditions set forth in this Agreement; (b) using personnel of of required skill, experience and qualifications; (c) in a timely, workmanlike and professional manner; and, where applicable, (d) in accordance with their regulatory obligations.

The Service Provider shall be entitled to assume that any information provided to them by the Sponsor and/or the Annuitants is correct. The Service Provider shall rely on such accuracy and shall incur no liability to any person as a result of any error in the information provided or as a result of failure of the Sponsor to provide such information.

5. FEES

Wealthsimple shall charge:

  • such administration and other fees in accordance with the Order Form; and

  • if the Sponsor requests any non-standard services to be performed by the Service Provider, such additional fees at an hourly rate or flat rate agreed to by the Service Provider.

Such charges are subject to applicable taxes including GST/HST. 

The Sponsor shall pay fees due under this Agreement following the first Annuitant account being set up and funded. Each monthly payment will be invoiced by Wealthsimple and due and payable in full within 30 days from receipt of such invoice. All payments shall be in Canadian dollars and made by cheque, electronic funds transfer or bank wire.

If fees are not paid within the period specified in the invoice, Wealthsimple reserves the right to charge interest on outstanding fees at the lesser of twenty five percent per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly.

The Sponsor shall notify Wealthsimple in writing of any dispute with any invoice (along with a reasonably detailed description of the dispute) within 30 days from the date of Sponsor's receipt of such invoice. Invoices for which no such timely notification is received shall be deemed accepted by the Sponsor as true and correct. The parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, each party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by the Sponsor of all undisputed fees due and payable.

6. MUTUAL REPRESENTATIONS

Each party to this Agreement represents and warrants that it is duly authorized and empowered to execute, deliver and perform this Agreement and this Agreement is a valid and binding obligation enforceable in accordance with its terms.

7. INDEMNITY

The Service Provider shall indemnify and save harmless the Sponsor from and against any damage, loss, liability, judgment, cost or expense arising from any tax, penalties, claims, demands, actions or causes of action, including reasonable legal fees and expenses which may be made or brought against the Sponsor and/or which the Sponsor may suffer or incur as a result of, in respect of, or arising out of from the failure of a Service Provider to comply with its the standard of care set out in Section 4.

The Sponsor shall indemnify and save harmless the Service Provider from and against any damage, loss, liability, judgment, costs or expense arising from any tax, penalties, claims, demands, actions or causes of action, including reasonable legal fees and expenses which may be made or brought against the Service Provider and/or which the Service Provider may suffer or incur as a result of, in respect of, or arising out of from the Sponsor’s negligence, willful misconduct or breach of this Agreement.

The liability for any claim, whether in contract, tort or equity, arising from this Agreement or the services provided hereunder shall be limited to the recovery of actual direct losses or damages incurred by the injured party.  Neither party shall be liable for any indirect, special, incidental, punitive, exemplary or consequential damages or losses, including business losses or lost profits, incurred by the injured party, which arise out of this Agreement or the services provided hereunder.

8. USE OF THIRD PARTIES

The Service Provider may from time to time retain or hire any person to whom to delegate any of their obligations under this Agreement. The Service Provider shall be required to exercise reasonable care in its choice and use of delegates and shall be responsible for the negligent acts or negligent failures to act of its delegates. Notwithstanding the foregoing, Wealthsimple shall notify the Sponsor at least 30 days prior to delegating the performance of any of its portfolio management responsibilities.

In accordance with Section 1 of this Agreement, the Sponsor may from time to time retain or hire any person to whom to delegate any of its obligations under this Agreement, provided that the Sponsor shall be responsible for exercising reasonable care in its choice and use of delegates and shall be responsible for the negligent acts or negligent failures to act of its delegates. 

9. CONFIDENTIAL INFORMATION  

In order for the Service Provider to perform their duties under this Agreement, the Service Provider will collect from the Sponsor information about identifiable individuals (“Personal Information”) and information about the Sponsor, including financial and other information and details from transactions arising in the course of the relationship between the Service Provider and the Sponsor (“Sponsor Information”). This information will be made available to the Service Provider as well as its employees and agents. The Service Provider and such persons will be required to maintain the confidentiality of this information.

a. Personal Information

The Service Provider is bound by legislation with respect to the collection, use, disclosure and retention of and access to Personal Information. The parties agree to cooperate with each other to allow each party to be in compliance with its respective obligations under applicable privacy legislation, rules or regulations, including any privacy incident or breach reporting requirements. The Service Provider will correct any inaccuracy with any Personal Information promptly after it is notified of the inaccuracy by the Sponsor or the applicable Annuitant. The Service Provider will not sell, share, or otherwise transfer, or disclose any Personal Information or Sponsor Information unless required by law or specifically authorized by the Sponsor or the applicable Annuitant, as applicable.

The Service Provider shall provide an appropriate level of guidance and training on privacy program safeguards and protecting Personal Information to its employees and contractors prior to granting access to such information and subsequently on a recurrent basis.

In the event that a service provider of the Service Provider is located outside of Canada, the service provider is bound by, and the Personal Information may be disclosed in accordance with, the laws of the jurisdiction in which the service provider is located. The Service Provider will require its service providers to provide a comparable level of protection when processing the Personal Information, consistent with the Service Provider’s obligations under Canadian privacy legislation, rules and regulations. 

The Service Provider will retain Personal Information as long as reasonably necessary to fulfill its intended purposes and in accordance with applicable legal and regulatory requirements, after which time it will be destroyed in accordance with Service Provider’s data disposal policies.

b. Sponsor Information

If the Sponsor also deals with other affiliated companies of the Service Provider, the Service Provider may, where not prohibited by law, consolidate Sponsor Information with information they have about the Sponsor to allow them to manage their relationship with the Sponsor.

The Service Provider shall take all reasonable steps to return, securely destroy, or arrange for the secure destruction and permanently erase from all Service Provider owned hardware and software the Sponsor Information at the termination of the Agreement.

10. NOTICE

Any notice or other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) the next business day if sent by email, or (c) five business days after having been sent by registered or certified mail, or (d) one business day after deposit with a nationally recognized overnight courier. 

If notice is given to the Sponsor, it shall be delivered in accordance with the contact information provided on the Order Form. 

If notice is given to the Service Provider, it shall be delivered to: 

Attn: Wealthsimple Work Address: 400-80 Spadina Avenue, Toronto, ON, M5V 2J4 Email: wswork@wealthsimple.com with a copy to legal@wealthsimple.com

Communications of a purely administrative nature should be directed to the applicable contact person communicated to Sponsor from time to time.

11. AMENDMENT

The Service Provider may change this Agreement periodically. The Sponsor will be given at least 30 days’ prior written notice of each change. All amendments must conform to the Applicable Tax Legislation and no such amendment shall authorize or permit any part of an RRSP to be used for or diverted to purposes other than those specified in the Plan. If the Sponsor continues to keep the Plan in force after the effective date of the change, or provides information to the Service Provider by way of e-mail message or file transfer over the Internet, the Sponsor shall be deemed to have agreed to the change. In the event that any such amendment would be of material detriment to the Sponsor and is not required by law, the Sponsor must inform the Service Provider of the Sponsor’s objection within ten (10) days of receiving the notice provided under this provision. If the parties, negotiating in good faith cannot reach agreement within thirty (30) days, the Sponsor may terminate the portion of this Agreement by written notice to the Service Provider.

No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Service Provider and then, only for the purpose for which the waiver is given by the Service Provider.

12. TERMINATION OF AGREEMENT

This Agreement shall remain in force until it is terminated in accordance with this Section or the Sponsors termination right under Section 11.

Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: 

  • materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or

  • (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 

Either party may terminate this Agreement by giving sixty (60) days’ written notice to the other party. Such notice requirement may be waived or reduced by written mutual agreement signed by the Sponsor and the Service Provider. 

Unless otherwise terminated, this Agreement shall automatically terminate on the date on which no assets remain in the Plan. 

The provisions of Sections 7 and 9 shall survive the termination of this Agreement.

13. FORCE MAJEURE

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party's reasonable control including, without limitation, natural catastrophe, pandemics, labour, industrial or civil disturbances, armed conflict, government regulations (whether or not valid), Acts of God, market conditions, and delays caused by other parties.

14. JURISDICTION

Wealthsimple is registered as a portfolio manager in each of the provinces and territories of Canada and Wealthsimple’s principal regulator is the Ontario Securities Commission. Wealthsimple Investments Inc. is a registered investment dealer in each province and territory of Canada and a member of the Investment Industry Regulatory Organization of Canada. Wealthsimple’s head office is located in Ontario. This Agreement is entered into in accordance with and shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

15. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

16. SUCCESSORS AND ASSIGNS

All of the terms and provisions of this Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns, provided that the Sponsor may not assign to any other person or entity the Sponsor’s rights or obligations under this Agreement, without the prior written consent of the Service Provider.

Notwithstanding the above, any party may assign any of its rights or delegate any of its duties under this Agreement on 30 days notice of such assignment or delegation is to:

  • an affiliate or subsidiary of the party;

  • a successor of the party, by amalgamation or operation of law; or

  • a purchaser of all or substantially all of the party's assets.

17. LANGUAGE

The Sponsor has expressly requested that this Agreement and all related documents, including notices, be drawn up in the English language.  La compagnie a expressément demandé que la présente convention et tout document y afférent, y compris tous avis, soient rédigés en langue anglaise.

EXHIBIT A

ADMINISTRATIVE DUTIES

The services outlined in this EXHIBIT A are standard services offered by the Service Provider.

Implementation

Upon receipt of all necessary information from the Sponsor, the Service Provider will provide the Sponsor the following documents in its standard format: (i) this Agreement, (ii) a copy of the Declaration of Trust for the Plan that conforms to the specimen group retirement savings plan approved by the Canada Revenue Agency, and (iii) a copy of the Wealthsimple Inc. Discretionary Management Agreement for Group Retirement Savings Plans.

Ongoing Administration Services 

  1. The Service Provider will:

    1. prepare and distribute information about the Plan upon the enrolment of an Annuitant into the Plan;

    2. upon completion of an Application for membership in the Plan and receipt of all necessary information, apply for the registration of each Annuitant's RRSP with the appropriate regulatory authorities and create a separate account for each such Annuitant to record all transactions affecting the RRSP;

    3. maintain locked-in funds (if any) transferred on behalf of the Annuitant in an account which is separate from all other accounts for that Annuitant;

    4. apply contributions to the applicable RRSP;

    5. if permitted under the Plan, accept asset transfers from other financial institutions;

    6. prepare benefit option statements on an Annuitant’s death, termination of employment, retirement or upon a full or partial termination of the Plan;

    7. pay out applicable benefits including, withdrawals, credit splitting (marriage breakdown), bankruptcies, financial hardship withdrawals, retirements, termination of employment, shortened life expectancy or death before retirement (less appropriate taxes and withholdings);

    8. prepare and distribute tax forms / receipts required for the purpose of supporting tax returns of Annuitants under the Applicable Tax Legislation and provide any replacement tax forms/receipts where requested by an Annuitant;

    9. make account information available to Annuitants through the Wealthsimple website and/or app;

    10. make available a customer service helpline that Annuitants can call to speak to a service representative to get information regarding their Plan, their RRSP and make changes to their personal data;

    11. provide the Sponsor access to a report on Employee and Employer contributions on demand; and

    12. amend the Plan if required to comply with Applicable Tax Legislation.

  2. Wealthsimple will:

    1. invest the assets held in each RRSP in accordance with the Discretionary Investment Management Agreement entered into with the Annuitant; and

    2. make available to Annuitants an online platform allowing them to make changes to their personal data and to review their account balance, performance, investment mix, tax-related details and/or such other information as determined by Wealthsimple.

Non-Standard Services

Non-standard services are provided on a flat dollar fee or an hourly fee depending on the service requested. Any fees in relation to non-standard services that have been agreed to by the Service Provider will be described in the Order Form. Upon the Sponsor’s request, the Service Provider will provide an estimate of the cost prior to providing the applicable non-standard service. Non-standard services will be invoiced within a reasonable period after they have been incurred.