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Electronic Access Agreement

March 2022

This Electronic Access Agreement (Agreement) applies when you access the Investor Portal. It is a legally binding agreement between you and Kensington (Kensington, we, our, or us).

1. Electronic Delivery of Information

Consent to Delivery: This consent (Consent) governs the electronic delivery to you of Information. Information includes monthly or periodic account statements, disclosures, notices, confirmations, certificates, tax documents, terms and conditions, offering memoranda or other offering documents, subscription agreements and amendments applicable to your accounts, or other information we may be required or permitted to send to you now or in the future under legislation for your accounts.

Terms of Consent:

(a) You consent to receive Information in electronic form only. By consenting to receive Information in electronic form only, you will receive Information through the Investor Portal, rather than in paper form.

(b) This Consent takes effect immediately upon acceptance of this Agreement.

(c) Your Information is deemed to be delivered to you on the day that it is made available to you through the Investor Portal and not on the day that you actually access it.

(d) Electronic Information on the Investor Portal will be available for up to 7 years as long as your delivery preference continues to be electronic form only.

(e) Joint owner, even if added to the account later, will be able to see any current or archived electronic information as well.

Changing Delivery Preference: You may request Information to be delivered in paper and electronic form at any time by emailing investorrelations@kcpl.ca. If you subsequently change your delivery preference back to electronic form only again, this Consent will apply again.

Adobe Reader: Information may be presented as PDF files and may require you to have Adobe Reader or other third-party software installed on your device. We do not own or operate, and are not responsible for, Adobe Reader or any other third-party software.

Your Responsibility to Access Electronic Documents: By consenting to electronic delivery of documents, you understand that you must access the Investor Portal to access your Information and agree to do so on a regular basis but in any event, not less than once every thirty (30) days if you hold any securities in an open-end fund or not less than once every three (3) months if you only hold securities of our closed-end funds. We will not be responsible to you for any damages or costs resulting from your failure to access your Information. All entries will be considered correct and binding on you, unless you provide us with evidence to the contrary within 60 days of the date of the disputed entry.

2. Sign-In Credentials.

You are responsible for actions linked to your sign-in credentials. If you sign into the Investor Portal on a device you do not own, there is a risk that your information (including your sign-in credentials) may be disclosed and accessible from that device. It is your responsibility to keep your sign-in credentials secure. You must always keep your password strictly confidential. You must carefully select your password so that it cannot be easily guessed or reverse engineered by anyone else.

If you believe that someone may know your password you must: (a) immediately notify us; and (b) change your password.

You agree to: (a) not leave your device unattended while logged into the Investor Portal; (b) implement and maintain reasonable and available security measures for your device (for example, up to date virus scanning software and a firewall system); (c) notify us immediately if you become aware of any unusual or suspicious activity.

3. Changes or Termination.

We can change this Agreement by giving you notice of the changes, before the changes take effect. If you use the Investor Portal after being notified of changes to the Agreement and those changes have come into effect, you are deemed to have reviewed and accepted those changes.

At any time, we can terminate any part of this Agreement or suspend or terminate your access to the Investor Portal for any reason whatsoever at any time without prior notice.

4. Website Terms and Conditions.

In addition to this Agreement, terms and conditions displayed on website pages of Kensington under Important Legal Information also apply. You are responsible for accessing and reading all of such terms and conditions.

5. Electronic Records are Equivalent to Paper Records.

Our records are final and conclusive. These records will be admissible in any legal, administrative or other proceedings, and will be conclusive evidence of the contents of those records the same as if they were original paper records. You waive any right to object to the introduction of any such electronic data or records into evidence.

6. No Liability.

WE ARE NOT LIABLE TO YOU FOR ANY DELAY, LOSS, DAMAGE OR EXPENSE THAT YOU INCUR OR ANY INCONVENIENCE WHICH RESULTS FROM OUR PROVIDING OR FAILING TO PROVIDE ANY SERVICE, EXCEPT WHERE SUCH LOSSES RESULT FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY US.

WE ARE NOT RESPONSIBLE FOR DAMAGES ARISING FROM YOUR ACTS OR OMISSIONS OR THOSE OF ANY THIRD PARTY, NOR FOR ANY ACCIDENT, ACT OF AGGRESSION, THEFT, LOSS OR DAMAGE YOU MAY SUFFER WHILE USING THE INVESTOR PORTAL OR OTHER DIGITAL SERVICES OR OTHER SERVICES. TO THE EXTENT THAT WE MAY BE LIABLE TO YOU, WE WILL ONLY BE LIABLE FOR DIRECT DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT, EVEN IF WE ARE NEGLIGENT, WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing, we will not be liable to you for any losses resulting from: (a) your failure to sign-off from the Investor Portal after you have finished using it, (b) failure to use up to date anti-virus software, anti-spyware software and a firewall; or (c) a situation in which the Investor Portal is unavailable for any reason, or is available but subject to delays or errors.

7. Indemnification

You agree to indemnify and hold harmless Kensington, its affiliates, any fund under their management, and any other Fund agents from any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising from any violation of this Agreement, securities laws or regulations, or any third party’s rights, including but not limited to copyright, proprietary and privacy rights.

8. Other Terms.

(a) Severability: If any provision of this Agreement is found to be invalid or unenforceable, this will not affect the validity or enforceability of the other provisions of this Agreement.

(b) Governing Law: This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. You and we agree that the courts of the Province of Ontario shall have exclusive jurisdiction over each of us for the determination of any matters arising out of this Agreement.

(c) Authority: You represent and warrant that you have full authority to accept this Agreement. You understand that accessing the Investor Portal constitutes your consent to the terms of this Agreement.