management information circular · the information contained in this management information...
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MANAGEMENT INFORMATION CIRCULAR
ANNUAL AND SPECIAL MEETINGS OF INVESTORS OF
National Bank Dividend Income Fund Inc.
and
National Bank AltaFund Investment Corp.
(the “Terminating Corporate Funds”)
AND
SPECIAL MEETINGS OF INVESTORS OF
NBI Long Term Bond Fund (formerly, National Bank
Long Term Bond Fund)
NBI U.S. $ Global Tactical Bond Fund (formerly,
National Bank U.S. $ Global Tactical Bond Fund)
NBI Monthly Secure Income Fund (formerly, National
Bank Monthly Secure Income Fund)
NBI Monthly Conservative Income Fund (formerly,
National Bank Monthly Conservative Income Fund)
NBI Monthly Moderate Income Fund (formerly,
National Bank Monthly Moderate Income Fund)
NBI Monthly Balanced Income Fund (formerly,
National Bank Monthly Balanced Income Fund)
NBI Monthly Growth Income Fund (formerly,
National Bank Monthly Growth Income Fund)
NBI Asset Allocation Fund (formerly, National Bank
Asset Allocation Fund)
NBI Monthly Equity Income Fund (formerly, National
Bank Monthly Equity Income Fund)
NBI High Dividend Fund (formerly, National Bank
High Dividend Fund)
NBI Westwood Global Dividend Fund (formerly,
Westwood Global Dividend Fund)
NBI Westwood Global Equity Fund (formerly,
Westwood Global Equity Fund)
NBI European Equity Fund (formerly, National
Bank European Equity Fund)
NBI Asia Pacific Fund (formerly, National Bank
Asia Pacific Fund)
NBI Japanese Equity Fund (formerly, National
Bank Japanese Equity Fund)
NBI Global Small Cap Fund (formerly, National
Bank Global Small Cap Fund)
NBI Science and Technology Fund (formerly,
National Bank Science and Technology Fund)
NBI Health Sciences Fund (formerly, National
Bank Health Sciences Fund)
NBI Energy Fund (formerly, National Bank
Energy Fund)
NBI Precious Metals Fund (formerly, National
Bank Precious Metals Fund)
NBI U.S. Growth & Income Private Portfolio
NBI Currency-Hedged U.S. High Conviction
Equity Private Portfolio
NBI Currency-Hedged International High
Conviction Equity Private Portfolio
(the “Terminating Trust Funds” and together with the
Terminating Corporate Funds, the “Terminating Funds”)
to be held on
May 10, 2017 commencing at 9:30 a.m. ET
at the offices of National Bank of Canada
600 de la Gauchetière Street West, Level C
Montreal, Quebec
TABLE OF CONTENTS
Page
SOLICITATION OF PROXIES ................................................................................................................... 3
PURPOSE OF THE MEETING ................................................................................................................... 3
REQUIRED SECURITYHOLDER APPROVAL ........................................................................................ 5
PROPOSED MERGERS .............................................................................................................................. 6
PROCEDURE FOR THE MERGERS ......................................................................................................... 9
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE
MERGERS .................................................................................................................................................. 12
FUND MERGER DETAILS ...................................................................................................................... 15
MERGER OF NBI LONG TERM BOND FUND INTO NBI BOND FUND ..................................... 15
MERGER OF NBI U.S. $ GLOBAL TACTICAL BOND FUND INTO NBI GLOBAL
TACTICAL BOND FUND .................................................................................................................. 18
MERGER OF NBI MONTHLY SECURE INCOME FUND INTO NBI SECURE
PORTFOLIO ........................................................................................................................................ 21
MERGER OF NBI MONTHLY CONSERVATIVE INCOME FUND INTO NBI
CONSERVATIVE PORTFOLIO ........................................................................................................ 25
MERGER OF NBI MONTHLY MODERATE INCOME FUND INTO NBI MODERATE
PORTFOLIO ........................................................................................................................................ 29
MERGER OF NBI MONTHLY BALANCED INCOME FUND INTO NBI BALANCED
PORTFOLIO ........................................................................................................................................ 33
MERGER OF NBI MONTHLY GROWTH INCOME FUND INTO NBI GROWTH
PORTFOLIO ........................................................................................................................................ 37
MERGER OF NBI ASSET ALLOCATION FUND INTO NBI GROWTH PORTFOLIO ................ 41
MERGER OF NBI MONTHLY EQUITY INCOME FUND INTO NBI EQUITY PORTFOLIO ..... 45
MERGER OF NATIONAL BANK DIVIDEND INCOME FUND INC. INTO NBI
DIVIDEND FUND ............................................................................................................................... 49
MERGER OF NBI HIGH DIVIDEND FUND INTO NBI CANADIAN EQUITY FUND ................ 52
MERGER OF NATIONAL BANK ALTAFUND INVESTMENT CORP. INTO NBI
CANADIAN EQUITY GROWTH FUND........................................................................................... 56
MERGER OF NBI WESTWOOD GLOBAL DIVIDEND FUND INTO NBI GLOBAL
EQUITY FUND ................................................................................................................................... 59
MERGER OF NBI WESTWOOD GLOBAL EQUITY FUND INTO NBI GLOBAL EQUITY
FUND ................................................................................................................................................... 63
MERGER OF NBI EUROPEAN EQUITY FUND INTO NBI GLOBAL EQUITY FUND .............. 66
- 2 -
MERGER OF NBI ASIA PACIFIC FUND INTO NBI GLOBAL EQUITY FUND .......................... 69
MERGER OF NBI JAPANESE EQUITY FUND INTO NBI GLOBAL EQUITY FUND ................ 72
MERGER OF NBI GLOBAL SMALL CAP FUND INTO NBI GLOBAL EQUITY FUND ............ 75
MERGER OF NBI SCIENCE AND TECHNOLOGY FUND INTO NBI GLOBAL EQUITY
FUND ................................................................................................................................................... 79
MERGER OF NBI HEALTH SCIENCES FUND INTO NBI GLOBAL EQUITY FUND................ 82
MERGER OF NBI ENERGY FUND INTO NBI RESOURCE FUND .............................................. 85
MERGER OF NBI PRECIOUS METALS FUND INTO NBI RESOURCE FUND .......................... 88
MERGER OF NBI U.S. GROWTH & INCOME PRIVATE PORTFOLIO INTO NBI U.S.
HIGH CONVICTION EQUITY PRIVATE PORTFOLIO .................................................................. 91
MERGER OF NBI CURRENCY-HEDGED U.S. HIGH CONVICTION EQUITY PRIVATE
PORTFOLIO INTO NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO ................ 95
MERGER OF NBI CURRENCY-HEDGED INTERNATIONAL HIGH CONVICTION
EQUITY PRIVATE PORTFOLIO INTO NBI INTERNATIONAL HIGH CONVICTION
EQUITY PRIVATE PORTFOLIO ...................................................................................................... 99
AMENDMENT TO THE BY-LAWS OF THE TERMINATING CORPORATE
FUNDS ..................................................................................................................................................... 102
BUSINESS OF THE ANNUAL MEETING FOR THE TERMINATING
CORPORATE FUNDS ............................................................................................................................. 103
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF THE
TERMINATING CORPORATE FUNDS ................................................................................................ 108
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE
TERMINATING CORPORATE FUNDS ................................................................................................ 109
MANAGEMENT OF THE FUNDS ......................................................................................................... 109
APPOINTMENT AND REVOCATION OF PROXIES .......................................................................... 111
EXERCISE OF DISCRETION BY PROXIES ........................................................................................ 112
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ...................................................... 112
GENERAL ................................................................................................................................................ 119
SCHEDULE “A” MERGER RESOLUTIONS ........................................................................................... 1
SCHEDULE “B” RESOLUTIONS TO CONFIRM AMENDMENT TO BY-
LAWS AND APPROVE BUSINESS TRANSACTED AT THE ANNUAL
MEETING OF THE TERMINATING CORPORATE FUNDS .................................................................. 1
3
SOLICITATION OF PROXIES
The information contained in this Management Information Circular (“Information Circular”) is provided
by the board of directors of National Bank Investments Inc. (the “Manager”) in its capacity as manager of
the Terminating Funds, and on behalf of Natcan Trust Company as trustee of each Terminating Trust Fund
other than NBI U.S. Growth & Income Private Portfolio, NBI Currency-Hedged U.S. High Conviction
Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity Private Portfolio
(the “Private Portfolios”) and on behalf of National Bank Trust Inc. as trustee for the Private Portfolios,
and by the boards of directors of the Terminating Corporate Funds in connection with the solicitation of
proxies on behalf of management of the Terminating Funds to be used at the special meetings of the
investors of the Terminating Trust Funds and the annual and special meetings of investors of the
Terminating Corporate Funds.
These meetings are to be held concurrently at the offices of National Bank of Canada, 600 de la Gauchetière
Street West, Level C, Montreal, Quebec on Wednesday, May 10, 2017 commencing at 9:30 a.m. ET
(collectively, the “Meeting”), with securityholders of each Terminating Fund voting together as a fund, for
the purposes outlined in the notice of meeting. The Manager anticipates that the solicitation of proxies will
principally be done by mail. The cost of the solicitation will be borne by the Manager. If the Meeting in
respect of any Terminating Fund is adjourned, the Manager hereby provides notice that the adjourned
meeting will be held at the same time and location on Thursday May 11, 2017.
PURPOSE OF THE MEETING
The purpose of the Meeting is to consider and, if advisable, pass the following resolutions:
1. in respect of each Terminating Fund, to approve the merger (each a “Merger” and collectively the
“Mergers”) of each Terminating Fund into its applicable continuing fund (each a “Continuing
Fund” and collectively the “Continuing Funds”) as set forth below, together with the matters
related thereto, as described in the Information Circular and in the resolutions attached as Schedule
“A” to this Information Circular:
Terminating Fund Continuing Fund
NBI Long Term Bond Fund NBI Bond Fund (formerly, National Bank
Bond Fund)
NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund (formerly,
National Bank Global Tactical Bond Fund)
NBI Monthly Secure Income Fund NBI Secure Portfolio
NBI Monthly Conservative Income Fund NBI Conservative Portfolio
NBI Monthly Moderate Income Fund NBI Moderate Portfolio
NBI Monthly Balanced Income Fund NBI Balanced Portfolio
NBI Monthly Growth Income Fund NBI Growth Portfolio
NBI Asset Allocation Fund
NBI Monthly Equity Income Fund NBI Equity Portfolio
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Terminating Fund Continuing Fund
National Bank Dividend Income Fund Inc. NBI Dividend Fund (formerly, National
Bank Dividend Fund)
NBI High Dividend Fund NBI Canadian Equity Fund (formerly,
National Bank Canadian Equity Fund)
National Bank AltaFund Investment Corp.
NBI Canadian Equity Growth Fund
(formerly, National Bank Canadian Equity
Growth Fund)
NBI Westwood Global Dividend Fund
NBI Global Equity Fund (formerly, National
Bank Global Equity Fund)
NBI Westwood Global Equity Fund
NBI European Equity Fund
NBI Asia Pacific Fund
NBI Japanese Equity Fund
NBI Global Small Cap Fund
NBI Science and Technology Fund
NBI Health Sciences Fund
NBI Energy Fund NBI Resource Fund (formerly, National
Bank Resource Fund) NBI Precious Metals Fund
NBI U.S. Growth & Income Private Portfolio NBI U.S. High Conviction Equity Private
Portfolio NBI Currency-Hedged U.S. High Conviction
Equity Private Portfolio
NBI Currency-Hedged International High
Conviction Equity Private Portfolio
NBI International High Conviction Equity
Private Portfolio
2. in respect of each Terminating Corporate Fund, to appoint the directors of each Terminating
Corporate Fund, together with the matters related thereto, as described in this Information Circular
and in the resolutions attached as Schedule “B” to this Information Circular;
3. in respect of each Terminating Corporate Fund, to re-appoint Raymond Chabot Grant Thornton
LLP as auditors of each Terminating Corporate Fund and authorize the directors to fix the
remuneration of the auditors, together with the matters related thereto, as described in this
Information Circular and in the resolutions attached as Schedule “B” to this Information Circular;
4. in respect of each Terminating Corporate Fund, to confirm the amendment to the by-laws of each
Terminating Corporate Fund, together with the matters related thereto, as described in this
Information Circular and in the resolutions attached as Schedule “B” to this Information Circular;
and
5. to transact such other business as may properly come before the Meeting.
5
REQUIRED SECURITYHOLDER APPROVAL
Voting
Each of the Mergers in respect of the Terminating Trust Funds will not be effective unless approved
by a majority of the votes (i.e., more than 50%) cast by the securityholders of each Terminating Trust
Fund present or represented by proxy and entitled to vote at the Meeting.
Each of the Mergers in respect of the Terminating Corporate Funds will not be effective unless
approved by a special two-thirds majority (i.e. 66⅔%) of the votes cast by the securityholders of each
Terminating Corporate Fund present or represented by proxy and entitled to vote at the Meeting.
No Merger is contingent on any other Merger, and one may proceed even if another is not approved.
The confirmation of the amendment to the by-laws in respect of each Terminating Corporate Fund
requires the approval of a majority (i.e. more than 50%) of the votes cast by the securityholders of
each Terminating Corporate Fund present or represented by proxy and entitled to vote at the
Meeting.
The resolutions regarding the approval of the directors and the appointment of the independent
auditors for each Terminating Corporate Fund must be adopted by a majority (i.e. more than 50%)
of the votes cast by the securityholders of each Terminating Corporate Fund present or represented
by proxy and entitled to vote at the Meeting.
Securityholders of each Terminating Fund are entitled to one vote for each whole security held and no votes
for fractions of a security.
Holders of securities of record at the close of business on March 24, 2017 will be entitled to vote at the
Meeting, except to the extent that such securities are redeemed prior to the Meeting or that a transferee of
securities after that date complies with the required procedures in order to qualify to vote the transferred
securities. If your securities were transferred to you from another holder after March 24, 2017 (this would
occur only in unusual circumstances, such as death of a holder), you should contact the Manager to
determine the documentation necessary to transfer the securities on the Manager’s records. You will only
be able to vote the transferred securities after the transfer has been recorded on the Manager’s records.
Quorum
In order for any Meeting of a Fund to be duly constituted, at least two securityholders of such Fund must
be present in person or represented by proxy at that Meeting. If a quorum is not present at the opening of
any Meeting of a Fund, the Meeting in respect of that Fund may be adjourned to a fixed time and place but
no business may be transacted in respect of that Fund. If any Meeting of a Terminating Trust Fund is
adjourned due to lack of quorum, securityholders present in person or represented by proxy at the adjourned
Meeting, whatever their number and the number of securities held by them, will form a quorum. If any
Meeting of a Terminating Corporate Fund is adjourned due to lack of quorum, two securityholders present
in person or represented by proxy at the adjourned Meeting will form a quorum.
6
PROPOSED MERGERS
Benefits of the proposed mergers
The Manager believes these Mergers will be beneficial to the securityholders of the Funds for the following
reasons:
the Mergers will result in a more streamlined and simplified product line-up that is easier for
investors to understand;
the Mergers will eliminate similar fund offerings, thereby reducing the administrative and
regulatory costs of operating each Terminating Fund and Continuing Fund as separate funds;
in some cases, the Continuing Funds have delivered stronger long term performance than the
applicable Terminating Funds;
in some cases, the Continuing Fund may offer a more global approach to investing;
following the Mergers, each Continuing Fund will have a portfolio of greater value, which may
allow for increased portfolio diversification opportunities if desired;
in some cases, there is significant overlap between portfolio holdings of the Terminating Fund and
portfolio holdings of the Continuing Fund;
each Continuing Fund, as a result of its greater size, may benefit from its larger profile in the
marketplace; and
in some cases, management fees and/or fixed administration fees will be lower for the Continuing
Funds.
Each of the proposed Mergers is conditional upon receiving approval from the applicable
Terminating Fund, as well as regulatory approval.
The historical rates of return for each Terminating Fund and the Continuing Funds are available in the
management report of fund performance for the applicable Fund.
The Manager proposes to effect the following Mergers on a taxable basis (the “Taxable Mergers”):
Terminating Fund Continuing Fund
NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund
National Bank Dividend Income Fund Inc. NBI Dividend Fund
National Bank AltaFund Investment Corp. NBI Canadian Equity Growth Fund
NBI Westwood Global Equity Fund NBI Global Equity Fund
NBI Energy Fund NBI Resource Fund
NBI Precious Metals Fund
7
Terminating Fund Continuing Fund
NBI Currency-Hedged U.S. High Conviction
Equity Private Portfolio
NBI U.S. High Conviction Equity Private
Portfolio
NBI Currency-Hedged International High
Conviction Equity Private Portfolio
NBI International High Conviction Equity
Private Portfolio
The Merger of NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI U.S. High
Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity
Private Portfolio into NBI International High Conviction Equity Private Portfolio (the “High Conviction
Mergers”) will be effected as Taxable Mergers as the sole holdings of the two Terminating Funds are
currency forwards and securities of the applicable Continuing Fund. Therefore, there are no available assets
of either Terminating Fund available to be transferred to the respective Continuing Funds; as is required to
be effected on a tax-deferred basis. The Merger of NBI Westwood Global Equity Fund into NBI Global
Equity Fund cannot be effected as a tax-deferred Merger, as the Terminating Fund is not a mutual fund
trust; as is required to be effected on a tax-deferred basis.
The Manager proposes to effect all of the remaining Taxable Mergers as taxable transactions because the
Manager has determined that it would be in the overall best interest of investors in each of the relevant
Terminating Fund and Continuing Fund. Further, as at the date of this Information Circular, the majority
of investors in the Terminating Funds involved in the Taxable Mergers are tax exempt or have an accrued
loss on their securities. Effecting the Taxable Mergers on a taxable basis will preserve the unused tax losses
of the Continuing Funds, which would otherwise expire upon implementation of the Mergers on a tax-
deferred basis and therefore would not be available to shelter income and capital gains realized by the
Continuing Fund in future years.
The following Mergers (the “Tax-Deferred Mergers”) will be effected on a tax-deferred basis for
securityholders:
Terminating Fund Continuing Fund
NBI Long Term Bond Fund NBI Bond Fund
NBI Monthly Secure Income Fund NBI Secure Portfolio
NBI Monthly Conservative Income Fund NBI Conservative Portfolio
NBI Monthly Moderate Income Fund NBI Moderate Portfolio
NBI Monthly Balanced Income Fund NBI Balanced Portfolio
NBI Monthly Growth Income Fund NBI Growth Portfolio
NBI Asset Allocation Fund
NBI Monthly Equity Income Fund NBI Equity Portfolio
NBI High Dividend Fund NBI Canadian Equity Fund
8
Terminating Fund Continuing Fund
NBI Westwood Global Dividend Fund
NBI Global Equity Fund
NBI European Equity Fund
NBI Asia Pacific Fund
NBI Japanese Equity Fund
NBI Global Small Cap Fund
NBI Science and Technology Fund
NBI Health Sciences Fund
NBI U.S. Growth & Income Private Portfolio NBI U.S. High Conviction Equity Private
Portfolio
The tax consequences of the Mergers are further discussed in the section “Canadian Federal Income Tax
Considerations for the Mergers”. You should read this section and the section that provides a detailed
description of the Merger that affects your Terminating Fund.
No sales charges, redemption fees or other fees or commissions will be payable by securityholders of the
Terminating Funds in connection with the Mergers. All costs and expenses associated with the Mergers
will be borne by the Manager.
If an investor chooses to redeem securities of a Terminating Fund purchased under the deferred sales charge
option or the low sales charge option prior to the Merger, the Manager will not waive any redemption fees
payable by such investor in connection with the redemption of such securities. The existing deferred sales
charge or low load schedule applicable to securities of a Terminating Fund will be carried over to the
securities of the relevant Continuing Fund.
Difference between a Trust Fund and a Corporate Fund
An investment fund may be structured as a trust (a “Trust Fund”) or as a corporation or class of a corporation (a
“Corporate Fund”). All of the Continuing Funds are Trust Funds. Both allow you to pool your money with other
investors, but there are some differences. When you invest in a Trust Fund, you buy units of the trust. When you
invest in a Corporate Fund, you buy shares of the corporation.
The main difference between an investment in a Trust Fund and an investment in a Corporate Fund is in how your
investment is taxed, which may be important if you’re investing outside of a registered plan. Corporate Funds
distribute earnings by declaring ordinary dividends or capital gains dividends. Trust Funds distribute all of their
income and sufficient net realized capital gains so that the applicable Trust Fund will not be subject to tax. For tax
purposes, these distributions to unitholders of a Trust Fund generally retain the same character as the income that
is received by the Trust Fund. For more information, see the simplified prospectus of the Funds.
Investors in a Trust Fund may be granted different voting rights than investors in a Corporate Fund. Trust Fund
investors are granted voting rights under the applicable trust document governing the trust, whereas investors in a
Corporate Fund are granted voting rights by the applicable corporate statute governing the corporation, as well as
by the articles and by-laws governing the Terminating Corporate Fund. In the case of the Terminating Corporate
Funds, the applicable corporate statute is the Canada Business Corporations Act (the “CBCA”). The rights granted
to Terminating Corporate Fund investors under the CBCA include the right to vote in respect of certain fundamental
changes proposed to be made to the Terminating Corporate Funds (including a sale of all or substantially all of its
assets out of the ordinary course of business) and the right to dissent from certain fundamental changes to the
9
Terminating Corporate Fund and to be paid the fair value for their shares. Fundamental changes to a corporation
generally may be made only if approved by a resolution of shareholders of the corporation passed by two-thirds of
the votes cast at a meeting of shareholders or by an instrument in writing signed by all the shareholders.
As required by the CBCA, the Terminating Corporate Funds have a board of directors that is elected annually by
the shareholders. The directors and officers of Terminating Corporate Funds, along with the Manager, manage the
affairs of Terminating Corporate Funds and, in exercising their powers and discharging their duties, are required to
act honestly and in good faith with a view to the best interests of Terminating Corporate Funds, and to exercise the
care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In contrast,
a Trust Fund, such as the Terminating Trust Funds (as defined below), does not have a board of directors. Rather,
under the relevant declaration of trust of each Terminating Trust Fund, the trustee is obliged to exercise its powers
and discharge its duties honestly, in good faith and in the best interest of the Terminating Trust Fund and in
connection therewith to exercise a degree of care, diligence and skill that a reasonably prudent person would
exercise in the circumstances.
The Manager recommends that securityholders of the Terminating Funds vote FOR the Mergers.
The Independent Review Committee (“IRC”) of each of the Funds has reviewed the potential conflict of
interest matters related to the proposed Mergers and has provided a positive recommendation having
determined that the proposed Mergers, if implemented, achieve a fair and reasonable result for each of the
Funds. While the IRC has determined that the implementation of the proposed Mergers would achieve a
fair and reasonable result for each of the Funds, it is not the role of the IRC to recommend that
securityholders vote in favour of the proposed matter. The IRC’s determination does not constitute such a
recommendation. Securityholders should review the proposed Mergers described herein and make their
own decisions.
PROCEDURE FOR THE MERGERS
The proposed Merger of each Terminating Trust Fund (other than the High Conviction Mergers) will be
structured as follows:
Prior to effecting a Merger, if required, each Terminating Trust Fund will sell any securities in its
portfolio that do not meet the investment objectives and investment strategies of the applicable
Continuing Fund that is a trust fund (each, a “Continuing Trust Fund”). As a result, some of the
Terminating Trust Funds may temporarily hold cash or money market instruments and may not be
fully invested in accordance with their investment objectives for a brief period of time prior to the
Merger being effected.
The value of each Terminating Trust Fund’s portfolio and other assets will be determined at the
close of business on the effective date of each applicable Merger in accordance with the constating
documents of the applicable Terminating Trust Fund.
Each Continuing Trust Fund will acquire the investment portfolio and other assets of the applicable
Terminating Trust Fund in exchange for securities of the Continuing Trust Fund.
The securities of each Continuing Trust Fund received by the applicable Terminating Trust Fund
will have an aggregate net asset value equal to the value of the portfolio assets and other assets that
10
the Continuing Trust Fund is acquiring from the Terminating Trust Fund, and the securities of the
Continuing Trust Fund will be issued at the applicable series net asset value per security as of the
close of business on the effective date of the applicable Merger.
Each Continuing Trust Fund will not assume any liabilities of the applicable Terminating Trust
Fund and the Terminating Trust Fund will retain sufficient assets to satisfy its estimated liabilities,
if any, as of the effective date of the applicable Merger.
The Terminating Trust Funds will distribute a sufficient amount of their net income and net realized
capital gains, if any, to securityholders to ensure that the Terminating Trust Funds will not be
subject to tax for their current tax year.
Immediately thereafter, securities of each Continuing Trust Fund received by the applicable
Terminating Trust Fund will be distributed to securityholders of the Terminating Trust Fund in
exchange for their securities in the Terminating Trust Fund on a dollar for dollar and series-by-
series basis, as applicable.
As soon as reasonably possible, and in any case within 90 days following the effective date of each
Merger, the applicable Terminating Trust Fund will be wound up.
The proposed High Conviction Mergers will be structured as follows:
Prior to effecting a Merger, if required, each Terminating Trust Fund will settle all currency
forwards such that its sole investments will be the securities of the Continuing Trust Fund and
sufficient assets to satisfy its estimated liabilities, if any, as of the effective date of the applicable
Merger.
The F Series securities held by the Terminating Trust Fund in the Continuing Trust Fund will be
redesignated by the Manager into the same series of the Continuing Trust Fund which
securityholders of the Terminating Trust Fund will receive upon the Merger on a proportionate
series-by-series basis.
The Terminating Trust Funds will distribute a sufficient amount of their net income and net realized
capital gains, if any, to securityholders to ensure that the Terminating Trust Funds will not be
subject to tax for their current tax year.
Immediately thereafter, securities of each Continuing Trust Fund held by the applicable
Terminating Trust Fund will be distributed to securityholders of the Terminating Trust Fund in
exchange for their securities in the Terminating Trust Fund on a dollar for dollar and series-by-
series basis, as applicable.
As soon as reasonably possible, and in any case within 90 days following the effective date of each
Merger, the applicable Terminating Trust Fund will be wound up.
The proposed Merger of each Terminating Corporate Fund will be structured as follows:
Prior to effecting a Merger, if required, each Terminating Corporate Fund will sell any securities
in its portfolio that do not meet the investment objective and investment strategies of the applicable
Continuing Trust Fund. As a result, the portfolios of the Terminating Corporate Funds may
temporarily hold cash or money market instruments and may not be fully invested in accordance
with their investment objectives for a brief period of time prior to the Merger being effected.
11
The value of each Terminating Corporate Fund’s portfolio and other assets will be determined at
the close of business on the effective date of the Merger in accordance with the constating
documents of the applicable Terminating Corporate Fund.
Each Continuing Trust Fund will acquire the investment portfolio and other assets of the applicable
Terminating Corporate Fund in exchange for securities of the Continuing Trust Fund.
The securities of each Continuing Trust Fund received by the applicable Terminating Corporate
Fund will have an aggregate net asset value equal to the value of the portfolio assets and other
assets that the Continuing Trust Fund is acquiring from the Terminating Corporate Fund, and the
securities of the Continuing Trust Fund will be issued at the applicable series net asset value per
security as of the close of business on the effective date of the applicable Merger.
Each Continuing Trust Fund will not assume any liabilities of the applicable Terminating Corporate
Fund and the Terminating Corporate Fund will retain sufficient assets to satisfy its estimated
liabilities, if any, as of the effective date of the applicable Merger.
Each Terminating Corporate Fund may pay ordinary dividends or capital gains dividends to
securityholders of the Terminating Corporate Fund.
Immediately thereafter, securities of each Continuing Trust Fund received by the applicable
Terminating Corporate Fund will be distributed to securityholders of the Terminating Corporate
Fund in exchange for their securities in the Terminating Corporate Fund on a dollar for dollar and
series-by-series basis, as applicable.
As soon as reasonably possible following each Merger, the applicable Terminating Corporate Fund
will be wound up and dissolved.
Suspending redemptions and purchases of securities of the Terminating Funds
Should a proposed Merger be approved, the right of the securityholders of the relevant Terminating Fund
to redeem or switch their securities of the Terminating Fund will end as of the close of business on the
business day immediately preceding the effective date of the applicable Merger. To determine the
applicable Merger date for your Terminating Fund, you should read the section that provides a detailed
description of the Merger that affects your Terminating Fund.
After that, securityholders of each Terminating Fund will be able to redeem or switch out of the securities
of the applicable Continuing Fund that they acquire upon the Merger. Securities of the Continuing Fund
acquired by securityholders upon the Merger are subject to the same redemption charges, if any, to which
their securities of the Terminating Fund were subject prior to the Merger.
Purchases of, and switches into, securities of each Terminating Fund were suspended as of 11:59 p.m. ET
on March 1, 2017, except for purchases made pursuant to pre-existing pre-authorized purchase and
distribution reinvestment plans and purchases made as part of the National Bank Managed Portfolios
program, all of which will be suspended as of the close of business on the effective date of the applicable
Merger. Following the Mergers, pre-authorized purchase plans, distribution reinvestment plans and other
systematic plans that have been established for each Terminating Fund will be continued for the applicable
Continuing Fund, in accordance with the same terms and conditions as the original systematic plan, unless
a securityholder advises otherwise. You may cancel or change a systematic plan at any time.
12
Additional information
Additional information about the Funds is available in their simplified prospectus, annual information form,
fund facts, management report of fund performance and financial statements. You can get a copy of these
documents upon request and at no cost, by calling the Manager toll free at 1-888-270-3941, from your
dealer or by e-mail at [email protected].
These documents and other information about the Funds, such as information circulars and material
contracts, are also available on the Funds’ website www.nbc.ca/investment or at www.sedar.com.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE MERGERS
This is a general summary of the principal Canadian federal income tax considerations, as of the date hereof,
for the Terminating Trust Funds, for the Terminating Corporate Funds and for investors in the Terminating
Funds who are individuals, other than trusts. This summary assumes that, for the purposes of the Income
Tax Act (Canada) (the “Act”), individual investors are resident in Canada and hold securities of the
Terminating Funds as capital property.
This summary is of a general nature only and is not exhaustive of all possible income tax
considerations. You should consult your own tax advisor about your individual circumstances.
If you redeem securities of a Terminating Fund before the date of the Merger, you will realize a capital gain
(or capital loss) to the extent that the proceeds of this redemption exceed (or are exceeded by) the aggregate
of your adjusted cost base of the securities and any costs of redemption. Unless you hold your securities in
a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan,
registered education savings plan, registered disability savings plan or tax-free savings account
(collectively, “Registered Plans”) one-half of any such capital gain must be included in computing your
income and one-half of any such capital loss may be deducted against taxable capital gains, subject to, and
in accordance with, the detailed provisions of the Act.
Taxable Mergers
On or prior to the date of the Merger, each of the Terminating Funds involved in the Taxable Mergers will
dispose of each of their investments for the fair market value thereof at that time and thus, will realize any
accrued capital gains and losses on their investments. Any net realized capital gains of the Terminating
Funds for the year in which the Taxable Mergers occur will be reduced by available loss carryforwards of
the Terminating Funds. The Terminating Funds, other than NBI Westwood Global Equity Fund, NBI
Currency-Hedged U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International
High Conviction Equity Private Portfolio, are expected to have sufficient realizable losses and loss
carryforwards such that they will not realize any capital gain as a result of the disposition of investments in
connection with the Merger. Any unused losses and loss carryforwards of the Terminating Funds will
expire and will not be available for use by the applicable Continuing Fund involved in the Taxable Mergers.
Prior to the distribution of securities of the Continuing Funds to the securityholders of the Terminating
Funds, (1) each of the Terminating Trust Funds will distribute to securityholders a sufficient amount of its
net income for the taxation year in which the Taxable Mergers occur to ensure that the applicable
Terminating Trust Fund will not be subject to tax on its net income, if any, for that year and (2) each of the
Terminating Corporate Funds will pay ordinary dividends and/or capital gains dividends to ensure that the
applicable Terminating Corporate Fund will not be subject to tax. You will receive a statement for tax
purposes identifying your share of the Terminating Fund’s income and capital gains, or dividends, as the
13
case may be, if any, for the 2017 taxation year and the taxable portion of such income and capital gains, or
dividends, must be included in computing your income.
The cost to the Terminating Funds of the securities of the applicable Continuing Fund received in the course
of the Taxable Mergers (if any) will be equal to the fair market value of such Terminating Fund’s assets
transferred to the Continuing Fund. The distribution by the Terminating Fund of securities of the
Continuing Fund to securityholders in exchange for securities of the Terminating Fund (other than on the
High Conviction Mergers) should not result in a capital gain or loss to the Terminating Fund, provided that
such distribution occurs immediately after the transfer of the assets to the Continuing Fund.
Upon the distribution by each of the Terminating Funds of securities of the applicable Continuing Fund in
exchange for securities of the Terminating Fund, securityholders will have a disposition of their securities
of the Terminating Fund for proceeds of disposition equal to the fair market value of the securities of the
Continuing Fund received. As a result, securityholders will realize a capital gain (or a capital loss) equal
to the amount by which such proceeds of disposition exceed (or are exceeded by) the adjusted cost base of
the securityholder’s securities of the Terminating Fund and any reasonable costs of disposition. One-half
of any such capital gain must be included in computing a securityholder’s income and one-half of any such
capital loss may be deducted against taxable capital gains subject to, and in accordance with, the detailed
provisions of the Act. A securityholder will acquire the securities of the applicable Continuing Fund
received on the Taxable Mergers at a cost equal to the fair market value of such securities at the time of the
Merger. This cost will likely be different from the adjusted cost base of the securities of the Terminating
Fund that were exchanged. In determining the adjusted cost base of the securities of the applicable
Continuing Fund, the cost of the new securities of the Continuing Fund must be averaged with the adjusted
cost base of any other identical securities of the Continuing Fund already held by the securityholder.
Tax-Deferred Mergers
Prior to the date of the Tax-Deferred Mergers, securities held by a Terminating Fund will need to be
liquidated if the securities do not meet the investment objectives of the applicable Continuing Fund. As a
result, the Terminating Funds may realize capital gains and capital losses. Each of NBI Monthly Growth
Income Fund, NBI Asset Allocation Fund, NBI Monthly Equity Income Fund, NBI High Dividend Fund,
NBI Westwood Global Dividend Fund and NBI U.S. Growth & Income Private Portfolio is expected to
realize a material net capital gain as a result of such liquidation, and NBI Monthly Moderate Income Fund
is expected to realize a modest net capital gain as a result of the liquidation. Based on current market values,
the Manager expects that any capital gains realized by the other Terminating Funds on the liquidation of
securities will be offset by available losses. The actual amount of gains and losses realized by a Terminating
Fund may be different from the current expectation due to changes in the value of securities held by a
Terminating Fund between the date of this Information Circular and the date of the applicable Tax-Deferred
Merger. On the date of the applicable Tax-Deferred Merger, each Terminating Fund will realize any
remaining accrued capital losses and, to the extent it elects, any remaining accrued capital gains, as a result
of the sale of its assets to the applicable Continuing Fund. Each Terminating Fund intends to elect to realize
capital gains only to the extent that capital losses and loss carryforwards are available to offset such capital
gains.
On the date of the Tax-Deferred Mergers, each Terminating Fund will, if necessary, distribute a sufficient
amount of its net income and net realized capital gains to its securityholders to ensure that the Terminating
Fund will not be subject to tax for its current taxation year, which is deemed to end on the date of the Tax-
Deferred Mergers. The amount of net realized capital gains will include any capital gains or capital losses
realized on the liquidation of securities described above, as well as any previously realized capital gains or
capital losses. Based on current market values, the Manager expects that NBI Monthly Moderate Income
Fund, NBI Monthly Growth Income Fund, NBI Asset Allocation Fund, NBI Monthly Equity Income Fund,
14
NBI High Dividend Fund, NBI Westwood Global Dividend Fund and NBI U.S. Growth & Income Private
Portfolio will distribute capital gains as a result of the liquidation of securities. The actual amount of
distributions paid by a Terminating Fund may be different from the current expectation due to changes in
the value of securities held by a Terminating Fund between the date of this Information Circular and the
date of the applicable Tax-Deferred Merger.
Unless securities are held in a Registered Plan, if you are a securityholder of a Terminating Fund you will
receive a statement for tax purposes identifying your share of the Terminating Fund’s income, if any, for
such taxation year. Any income reported thereon must be included in your income for 2017.
The disposition of securities of a Terminating Fund in exchange for securities of the applicable Continuing
Fund will not result in a capital gain or loss to the Terminating Fund or to securityholders of the Terminating
Fund. The aggregate cost for tax purposes of the securities of a Continuing Fund received by a
securityholder of a Terminating Fund will be equal to the securityholder’s aggregate adjusted cost base of
the securities of the Terminating Fund immediately prior to the exchange. In determining the adjusted cost
base of the securityholder’s securities of a Continuing Fund, the cost of the new securities of the Continuing
Fund will be averaged with the adjusted cost base of any other identical securities of the Continuing Fund
already held by the securityholder.
General
Each of the Trust Funds, other than NBI Westwood Global Equity Fund, is a mutual fund trust within the
meaning of the Act and each of the Terminating Corporate Funds is a mutual fund corporation within the
meaning of the Act. As a result of the Mergers, investors will hold securities of a Continuing Fund which
are all mutual fund trusts within the meaning of the Act. Please refer to the simplified prospectus relating
to the Continuing Funds, which is available from the Manager at no charge upon request, for a description
of the income tax consequences of acquiring, holding and disposing of securities of the applicable
Continuing Funds.
Eligibility for registered plans
Securities of each of the Funds are qualified investments under the Act for Registered Plans. Securities of
a Fund may be a “prohibited investment” for the RRSP, RRIF or TFSA of a particular investor even though
the securities of the Fund are a qualified investment for that Registered Plan. The plan holder of an RRSP,
RRIF or TFSA is generally subject to a 50% potentially refundable tax on the value of the prohibited
investment held in his or her Registered Plan and a 100% tax on income attributable to, and capital gains
realized on, the disposition of that prohibited investment. You should consult your tax advisor about the
special rules that apply to each particular Registered Plan, including whether or not an investment in a Fund
would be a prohibited investment for your Registered Plan.
15
FUND MERGER DETAILS
MERGER OF NBI LONG TERM BOND FUND INTO NBI BOND FUND
(applicable to securityholders of NBI Long Term Bond Fund)
General
The Manager is seeking approval from securityholders of NBI Long Term Bond Fund for the Merger of
this Terminating Fund into NBI Bond Fund, the Continuing Fund. Securityholders of the Terminating Fund
are entitled to vote on the proposed Merger because applicable securities legislation requires the Manager
to seek approval from securityholders of the Terminating Fund in connection with a Merger. If approved,
the Merger will become effective on or about May 19, 2017. The Manager will have the discretion to
postpone implementation of the Merger until a later date (which shall be no later than August 31, 2017) or
to not proceed with the Merger if it is considered in the best interests of the Terminating Fund or its
investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these
Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
in fixed income securities. In exchange for their current securities, investors will receive securities of the
Continuing Fund that have a management fee that is the same as the management fee charged in respect of
the securities of the Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, meaning less risk in a rising rate environment, and the Continuing
Fund may benefit from its larger profile in the marketplace.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
16
NBI Long Term Bond Fund NBI Bond Fund
Investment
Objectives
The investment objective of NBI Long
Term Bond Fund is to provide investors
with superior investment returns over the
long term, while preserving capital, by
investing mainly in longer term fixed-
income securities.
The investment objective of NBI Bond
Fund is to provide a high level of current
income, reasonable unit price stability
and sustained capital growth. The Fund
invests primarily in Canadian federal and
provincial bonds. These offer investors
with secure returns with low risk.
Investment
Strategies
To meet its objective, NBI Long Term
Bond Fund invests primarily in longer-
term government and stripped coupon
bonds, as well as selected foreign bonds,
in a manner consistent with the fund’s
investment objective. The Fund may also
invest in investment-grade corporate
bonds when yields are attractive relative
to government bonds. The portfolio
manager of the Fund may invest
approximately 45% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The portfolio
manager may invest up to 30% of the
fund’s assets in foreign securities. The
Fund’s portfolio is actively managed,
attempting to anticipate changes in
interest rates in order to generate higher
returns. The Fund may use derivatives to
implement the investment strategy and to
manage risks. The Fund may enter into
securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
To meet its objective, NBI Bond Fund
may invest in Canadian federal and
provincial government bonds with
medium or long terms, foreign
government bonds, municipal bonds,
Canadian and foreign corporate bonds
and asset-backed and mortgage-backed
securities. The portfolio manager of the
Fund may invest approximately 45% of
the net assets of the Fund in securities of
underlying mutual funds (including
exchange-traded funds) managed by the
Manager or by third parties. The criteria
used for selecting underlying fund
securities are the same as the criteria
used for selecting other types of
securities. When choosing securities for
this Fund, the portfolio manager looks at
Canadian economic conditions and how
these conditions affect interest rates. If
interest rates are expected to go up, the
portfolio manager will choose securities
with a shorter term. If interest rates are
expected to fall, the portfolio manager
will choose securities with a longer term.
Most of the investment is in federal and
provincial government bonds. A smaller
percentage is in municipal and corporate
bonds. Investments in debt securities of
foreign companies will not exceed
approximately 30% of the Fund’s assets.
The Fund may use derivatives to
implement the investment strategy and to
manage risks. The Fund may enter into
securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
17
As a result of the fact that the Terminating Fund aims to preserve capital and is permitted to invest in any
kind of fixed-income security, while the Continuing Fund seeks to achieve capital growth and is restricted
to investing predominantly in Canadian federal and provincial bonds, the Manager believes a reasonable
person would consider the investment objectives of these funds to be less than substantially similar.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund1 were $102.7 million
and the net assets of the Continuing Fund were $1,976.6 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Investor
Series
1.00% 1.00%
(Investor-
2)3
Variable 0.10%
(Advisor-2)3
1.21% N/A3
(1) The Continuing Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all
reasonable costs and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to
IRC members and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing
education of IRC members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or
might be subject; and costs associated with compliance with any new governmental or regulatory requirement introduced after
September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund.
However, the Terminating Fund pays all of its operating expenses, while the Continuing Fund is charged a
fixed administration fee by the Manager and pays certain operating expenses directly. While the fixed
administration fee charged by the Manager to the Continuing Fund is equivalent to the variable expenses
incurred by the Terminating Fund, during the year ended December 31, 2016, as a result of the fixed
administration fee charged to the Continuing Fund, versus the variable expenses charged to the Terminating
1 Advisor Series and F Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore
have not been included in the calculation of net assets of the Terminating Fund.
18
Fund, it is the opinion of the Manager that a reasonable person would consider the fee structures of the
Terminating Fund and the Continuing Fund not to be substantially similar.
MERGER OF NBI U.S. $ GLOBAL TACTICAL BOND FUND INTO
NBI GLOBAL TACTICAL BOND FUND
(applicable to securityholders of NBI U.S. $ Global Tactical Bond Fund)
General
The Manager is seeking approval from securityholders of NBI U.S. $ Global Tactical Bond Fund for the
Merger of this Terminating Fund into NBI Global Tactical Bond Fund, the Continuing Fund.
Securityholders of the Terminating Fund are entitled to vote on the proposed Merger because applicable
securities legislation requires the Manager to seek approval from securityholders of the Terminating Fund
in connection with a Merger. If approved, the Merger will become effective on or about May 19, 2017.
The Manager will have the discretion to postpone implementation of the Merger until a later date (which
shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best
interests of the Terminating Fund or its investors. Following the Merger, the Terminating Fund will be
wound up. The proposed Merger of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the investment objectives and strategies of the Continuing Fund. In exchange for
their current securities, investors will receive securities of the Continuing Fund that have a management fee
that is the same as the management fee charged in respect of the securities of the Terminating Fund that
they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace. Moreover, there is a significant overlap between the portfolio holdings of the Terminating
Fund and the portfolio holdings of the Continuing Fund. Lastly, investors in the Terminating Fund will
continue to have the same currency exposure to the U.S. dollar as they currently do in the Terminating Fund
as they will be merging into U.S. dollar series of the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, the Terminating Fund will remain
as a separate mutual fund. However, securities of the Terminating Fund will only be available for
pre-existing systematic investment plans and reinvested distributions.
19
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund
Investment
Objectives
The investment objective of NBI U.S. $
Global Tactical Bond Fund is to generate
U.S. dollar income and capital growth
while focusing on capital preservation.
To do this, the fund invests directly, or
indirectly through investments in
securities of other mutual funds or
through the use of derivatives, in a
diversified portfolio mainly composed of
foreign bonds and other fixed-income
securities with various maturities and
credit ratings.
The investment objective of NBI Global
Tactical Bond Fund is to generate
income and capital growth, while
focusing on capital preservation. To do
this, the fund invests directly, or
indirectly through investments in
securities of other mutual funds or
through the use of derivatives, in a
diverse portfolio mainly composed of
bonds and other foreign fixed-income
securities with various maturities and
credit ratings.
Investment
Strategies
To meet its objective, NBI U.S. $ Global
Tactical Bond Fund applies a disciplined
approach and uses various active
investment strategies, such as securities
selection and asset allocation based on
countries, duration, yield curve,
currencies and sectors. These strategies
are employed within a robust risk
management framework. The Fund
invests primarily in a diverse mix of
foreign fixed-income securities, which
may include debt securities issued by
governments, municipalities and
companies in developed and emerging
countries, agency securities and high-
yield bonds. The Fund may also invest
in Treasury Bills, short-term notes and
other money market instruments,
mortgage-backed securities, asset-backed
securities, including asset-backed
commercial paper, floating rate debt
securities and Canadian fixed-income
securities. The Fund chooses
commercial paper rated R-1 or higher by
DBRS Limited or accorded an equivalent
rating by any other designated rating
To meet its objective, NBI Global
Tactical Bond Fund applies a disciplined
approach and uses various active
investment strategies, such as securities
selection and asset allocation based on
countries, duration, yield curve,
currencies and sectors. These strategies
are employed within a robust risk
management framework. The Fund
invests primarily in a diverse mix of
foreign fixed-income securities, which
may include debt securities issued by
governments, municipalities and
companies in developed and emerging
countries, agency securities and high-
yield bonds. The Fund may also invest in
Treasury Bills, short-term notes and
other money market instruments,
mortgage-backed securities, asset-backed
securities, including asset-backed
commercial paper, floating-rate debt
securities and Canadian fixed-income
securities. The Fund chooses
commercial paper rated R-1 or higher by
DBRS Limited or accorded an equivalent
rating by any other designated rating
20
Fund NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund
organization. The portfolio sub-advisor
of the Fund may invest approximately
40% of the net assets of the Fund in
underlying funds managed by the
Manager or by third parties, including
exchange-traded funds. When selecting
units of underlying funds for the Fund,
the portfolio sub-advisor assesses their
ability to generate sustainable risk-
adjusted returns. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
engages in currency management
strategies to hedge against the risk of
currency fluctuations between the U.S.
dollar and the currencies of securities
held by the Fund. The Fund may enter
into securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable income or capital
gains for investors.
organization. The portfolio sub-advisor
of the Fund may invest approximately
40% of the net assets of the Fund in
underlying funds managed by the
Manager or third parties, including
exchange-traded funds. When selecting
units of underlying funds for the Fund,
the portfolio sub-advisor assesses their
ability to generate sustainable and
optimal risk-adjusted returns. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund engages in currency
management strategies to hedge against
the risk of currency fluctuations between
the Canadian dollar and the currencies of
securities held by the Fund. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable income or
capital gains for investors.
Both Funds aim to generate capital growth while focusing on capital preservation, and have portfolios
comprised of foreign bonds and other fixed-income securities and both Funds have adopted the same
investment strategy in order to achieve their investment objectives. However, the Terminating Fund seeks
to generate U.S. dollar income, while the Continuing Fund seeks to generate Canadian dollar income. The
Manager proposes to merge Terminating Fund investors into U.S. dollar New Series of the Continuing
Fund, and as a result, the Manager believes that a reasonable person would consider the investment
objectives of these Funds to be substantially similar, as investors in the Terminating Fund will continue to
have currency exposure to the U.S. dollar. The U.S. dollar New Series will include prospectus disclosure
that the prior consent of securityholders of U.S. dollar New Series will be sought before the Manager may
change the net asset value calculation, purchase and redemption currency for such series.
The portfolio manager of the Terminating Fund and the Continuing Fund is BNY Mellon Asset
Management Canada Ltd., who will continue to be the portfolio manager of the Continuing Fund after the
Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund1 were $35.1 million
and the net assets of the Continuing Fund were $1,064.8 million.
1 Investor Series and R Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore
have not been included in the calculation of net assets of the Terminating Fund.
21
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per Annum Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminatin
g Fund
Continuing
Fund
Terminatin
g Fund
Continuing Fund
Advisor
Series
1.70% 1.70%
(Advisor-U.S.$)3
0.10% 0.10%
(Advisor-
U.S.$)3
2.07% N/A3
Series F 0.89% 0.89%
(F-U.S.$)3
0.10% 0.10%
(F-U.S.$)3
1.14% N/A3
Series
FT
0.89% 0.89%
(FT-U.S.$)3
0.10% 0.10%
(FT-U.S.$)3
1.06% N/A3
Series T 1.70% 1.70%
(T-U.S.$)3
0.10% 0.10%
(T-U.S.$)3
2.00% N/A3
Series O N/A N/A
0.02%
(O-U.S.$)3
0.02%
(O-U.S.$)3
0.06% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after March 23, 2015 with
respect to the Terminating Fund and after January 3, 2014 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created on or about May 12, 2017. As this series will be newly created, it does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a
reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI MONTHLY SECURE INCOME FUND INTO NBI SECURE PORTFOLIO
(applicable to securityholders of NBI Monthly Secure Income Fund)
General
The Manager is seeking approval from securityholders of NBI Monthly Secure Income Fund for the Merger
of this Terminating Fund into NBI Secure Portfolio, the Continuing Fund. The Continuing Fund is a new
22
mutual fund to be created by the Manager, the securities of which are expected to be qualified for sale to
the public pursuant to a simplified prospectus dated on or about May 12, 2017.
Securityholders of the Terminating Fund are entitled to vote on the proposed Merger because applicable
securities legislation requires the Manager to seek approval from securityholders of the Terminating Fund
in connection with a Merger. If approved, the Merger will become effective on or about May 19, 2017.
The Manager will have the discretion to postpone implementation of the Merger until a later date (which
shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best
interests of the Terminating Fund or its investors. Following the Merger, the Terminating Fund will be
wound up. The proposed Merger of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the proposed investment objectives and strategies of the Continuing Fund. However, both
Funds will seek to generate income and invest in fixed income securities. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is the
same as the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
By approving this Merger, securityholders of the Terminating Fund accept the proposed investment
objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax
consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page
12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see
“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds
and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and
expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of the Terminating Fund, including that the Merger will reduce the administrative and
regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,
following the Merger, investors will benefit by the broader investment approach offered by the Continuing
Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk
from the securities selection employed by the portfolio manager. The Continuing Fund is also actively
managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset
classes that are likely to generate better returns in the near future and underweighting others. This allows
the portfolio manager to adapt to the changing moods of financial markets and create added value for the
portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded
funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be
subject to a lower management fee in the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, the Terminating Fund will remain
as a separate mutual fund. However, securities of the Terminating Fund will only be available for
pre-existing systematic investment plans and reinvested distributions.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
23
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Monthly Secure Income Fund NBI Secure Portfolio (proposed
Investment Objectives and Strategies)
Investment
Objectives
The investment objective of NBI
Monthly Secure Income Fund is to
ensure current income and capital
preservation. The Fund invests directly,
or through investments in securities of
other mutual funds, in a portfolio
comprised primarily of money market
securities, fixed-income securities and
preferred shares of Canadian and foreign
corporations.
The investment objective of NBI Secure
Portfolio is to ensure a high level of
current income and some medium-term
capital appreciation. To do this, it invests
primarily in a diverse mix of mutual
funds (that may include exchange-traded
funds (“ETFs”)) that are fixed-income
funds and equity funds.
Investment
Strategies
To meet its objective, NBI Monthly
Secure Income Fund aims to invest 35%
of net assets in money market
instruments and other short-term
securities, 55% of net assets in bonds,
debentures and mortgage-backed
securities issued by Canadian and
foreign governments or corporations and
10% of net assets in preferred shares of
Canadian and foreign companies,
including high-yield preferred shares,
fixed or floating rate preferred shares and
redeemable, non-redeemable or
retractable preferred shares. The Fund
may invest up to 100% of its net assets in
securities of underlying mutual funds
managed by the Manager or by third
parties. The Fund may invest up to 10%
of its assets in exchange-traded funds
managed by third parties. The portfolio
manager may adjust the target weighting
of each asset class depending on
economic and market conditions. When
selecting securities for the Fund, the
portfolio manager examines the impact
of economic trends on investments that it
believes represent opportunities for
growth, value and high income in a
particular asset class to determine the
proportion of the assets of the Fund that
should be invested in the different types
of securities. The criteria used for
selecting underlying fund securities are
To meet its objective, under normal
market conditions NBI Secure Portfolio
invests up to 20% of its net assets in
equity securities and up to 80% of its net
assets in fixed-income securities. The
Fund may invest up to 100% of its net
assets in mutual funds and ETFs. The
Fund may also invest in other mutual
funds managed by third parties (ETFs
and other types of mutual funds are
collectively referred to as “Underlying
Funds”). The portfolio manager applies
a tactical allocation process in which
asset allocation and the choice of
Underlying Funds are subject to frequent
changes depending on economic and
market conditions. When the target asset
allocation and the choice of Underlying
Funds are modified, the Fund is
generally rebalanced based on the new
selection. The portfolio manager may, in
its sole discretion, select the Underlying
Funds, allocate assets to the Underlying
Funds, change the percentage holding of
any Underlying Fund, remove any
Underlying Fund or add other
Underlying Funds. When selecting an
Underlying Fund in which to invest, the
portfolio manager will consider the
degree of exposure to the various
geographic regions that the Underlying
Fund will provide to the Fund, the
performance of the Underlying Fund,
24
Fund NBI Monthly Secure Income Fund NBI Secure Portfolio (proposed
Investment Objectives and Strategies)
the same as the criteria used for selecting
other types of securities. When choosing
fixed-income securities, the portfolio
manager looks at Canadian economic
conditions and how these conditions
could affect interest rates. The portfolio
manager uses growth and value styles in
choosing shares of Canadian companies.
The portfolio manager gives more
importance to security selection than
sector rotation. The equity investments
of the Fund include different sectors of
the S&P/TSX Composite Index. The
portfolio manager uses a similar
approach in selecting shares of foreign
companies. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
and the expenses (if any) payable by the
Fund which may be associated with the
investment. There will be no duplication
of fees, particularly sales charges,
between the Fund and any Underlying
Fund. From time to time, the Fund may
invest directly in Canadian and foreign
equity securities. The Fund may also
invest in Underlying Funds that hold
shares of small capitalization companies
and/or Underlying Funds that hold
emerging market equity securities. The
Fund may use derivatives to implement
the investment strategy and to manage
risks. The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund may have a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
Each of the Terminating Fund has and the Continuing Fund will have an objective of income and invests
in fixed income securities. However, the Terminating Fund also has an objective of capital preservation,
while the Continuing Fund also will have an objective of medium-term capital appreciation. The
Terminating Fund invests in preferred shares whereas the Continuing Fund will be able to invest more
broadly in all types of equity securities. As a result, the Manager believes that a reasonable person would
consider the investment objectives of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund will seek to generate income and
invest primarily in fixed income securities.
The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will
be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $28.6 million.
There are no net assets of the Continuing Fund as it is a new fund.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
25
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing Fund
Investor
Series
1.25% 1.25%
(Investor-2)3
0.10% 0.10%
(Investor-2)3
1.57% N/A3
Series R 1.25% 1.25%
(R-2)3
0.10% 0.10%
(R-2)3
1.57% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014 with
respect to the Terminating Fund and after May 12, 2017 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the
Continuing Fund that have a management fee that is the same as the management fee charged in respect of
their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI MONTHLY CONSERVATIVE INCOME FUND INTO
NBI CONSERVATIVE PORTFOLIO
(applicable to securityholders of NBI Monthly Conservative Income Fund)
General
The Manager is seeking approval from securityholders of NBI Monthly Conservative Income Fund for the
Merger of this Terminating Fund into NBI Conservative Portfolio, the Continuing Fund. The Continuing
Fund is a new mutual fund to be created by the Manager, the securities of which are expected to be qualified
for sale to the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders
of the Terminating Fund are entitled to vote on the proposed Merger because applicable securities
legislation requires the Manager to seek approval from securityholders of the Terminating Fund in
connection with a Merger. If approved, the Merger will become effective on or about May 19, 2017. The
Manager will have the discretion to postpone implementation of the Merger until a later date (which shall
26
be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best interests
of the Terminating Fund or its investors. Following the Merger, the Terminating Fund will be wound up.
The proposed Merger of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the proposed investment objectives and strategies of the Continuing Fund. In
exchange for their current securities, investors will receive securities of the Continuing Fund that have a
management fee that is the same as the management fee charged in respect of the securities of the
Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the proposed investment
objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax
consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page
12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see
“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds
and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and
expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of the Terminating Fund, including that the Merger will reduce the administrative and
regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,
following the Merger, investors will benefit by the broader investment approach offered by the Continuing
Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk
from the securities selection employed by the portfolio manager. The Continuing Fund is also actively
managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset
classes that are likely to generate better returns in the near future and underweighting others. This allows
the portfolio manager to adapt to the changing moods of financial markets and create added value for the
portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded
funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be
subject to a lower management fee in the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, the Terminating Fund will remain
as a separate mutual fund. However, securities of the Terminating Fund will only be available for
pre-existing systematic investment plans and reinvested distributions.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
27
Fund NBI Monthly Conservative Income
Fund
NBI Conservative Portfolio (proposed
Investment Objectives and Strategies)
Investment
Objectives
The investment objective of NBI
Monthly Conservative Income Fund is to
ensure current income and some capital
appreciation over the medium-term. The
Fund invests directly, or through
investments in securities of other mutual
funds, in a portfolio comprised primarily
of money market securities, fixed-
income securities and common and
preferred shares of Canadian or foreign
corporations.
The investment objective of NBI
Conservative Portfolio is to ensure a high
level of current income and some long-
term capital appreciation. To do this, it
invests primarily in a diverse mix of
mutual funds (that may include
exchange-traded funds (“ETFs”)) that are
fixed-income funds and equity funds.
Investment
Strategies
To meet its objective, NBI Monthly
Conservative Income Fund aims to
invest 15% of net assets in money
market instruments and other short-term
securities, 50% of net assets in bonds,
debentures and mortgage-backed
securities issued by Canadian or foreign
governments or corporations, 15% of net
assets in preferred shares of Canadian
and foreign companies, including high-
yield preferred shares, fixed or floating
rate preferred shares and redeemable,
non-redeemable or retractable preferred
shares and 20% of net assets in common
shares of Canadian or foreign companies
that are expected to yield a high dividend
and in Canadian or foreign income trust
units, real estate investment trusts and
other similar high return income
investments. The Fund may invest up to
100% of its net assets in securities of
underlying mutual funds managed by the
Manager or by third parties. The Fund
may invest up to 10% of its assets in
exchange-traded funds managed by third
parties. The portfolio manager may
adjust the target weighting of each asset
class depending on economic and market
conditions. When selecting securities for
the Fund, the portfolio manager
examines the impact of economic trends
on investments that it believes represent
opportunities for growth, value and high
income in a particular asset class to
determine the proportion of the assets of
the Fund that should be invested in the
To meet its objective, under normal
market conditions NBI Conservative
Portfolio invests up to 30% of its net
assets in equity securities and up to 70%
of its net assets in fixed-income
securities. The Fund may invest up to
100% of its net assets in mutual funds
and ETFs. The Fund may also invest in
other mutual funds managed by third
parties (ETFs and other types of mutual
funds are collectively referred to as
“Underlying Funds”). The portfolio
manager applies a tactical allocation
valuation process in which asset
allocation and the choice of Underlying
Funds are subject to frequent changes
depending on economic and market
conditions. When the target asset
allocation and the choice of Underlying
Funds are modified, the Fund is
generally rebalanced based on the new
selection. The portfolio manager may, in
its sole discretion, select the Underlying
Funds, allocate assets to the Underlying
Funds, change the percentage holding of
any Underlying Fund, remove any
Underlying Fund or add other
Underlying Funds. When selecting an
Underlying Fund in which to invest, the
portfolio manager will consider the
degree of exposure to the various
geographic regions that the Underlying
Fund will provide to the Fund, the
performance of the Underlying Fund,
and the expenses (if any) payable by the
Fund which may be associated with the
28
Fund NBI Monthly Conservative Income
Fund
NBI Conservative Portfolio (proposed
Investment Objectives and Strategies)
different types of securities. The criteria
used for selecting underlying fund
securities are the same as the criteria
used for selecting other types of
securities. When choosing fixed-income
securities, the portfolio manager looks at
Canadian economic conditions and how
these conditions affect interest rates.
The portfolio manager uses growth and
value styles in choosing shares of
Canadian companies. The portfolio
manager gives more importance to
security selection than sector rotation.
The equity investments of the Fund
include different sectors of the S&P/TSX
Composite Index. The portfolio manager
uses a similar approach in selecting
shares of foreign companies. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
investment. There will be no duplication
of fees, particularly sales charges,
between the Fund and any Underlying
Fund. From time to time, the Fund may
invest directly in Canadian and foreign
equity securities. The Fund may also
invest in Underlying Funds that hold
shares of small capitalization companies
and/or Underlying Funds that hold
emerging market equity securities. The
Fund may use derivatives to implement
the investment strategy and to manage
risks. The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund may have a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
Both the Terminating Fund and the Continuing Fund aim or will aim to ensure current income together with
some capital appreciation, by investing in fixed income and equity securities. As a result, the Manager
believes that a reasonable person would consider the investment objectives of these Funds to be
substantially similar.
The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will
be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $86.9 million.
There are no net assets of the Continuing Fund as it is a new fund.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
29
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing Fund
Investor
Series
1.25% 1.25%
(Investor-2)3
0.10% 0.10%
(Investor-2)3
1.56% N/A3
Series R 1.25% 1.25%
(R-2)3
0.10% 0.10%
(R-2)3
1.56% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014 with
respect to the Terminating Fund and after May 12, 2017 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI MONTHLY MODERATE INCOME FUND INTO
NBI MODERATE PORTFOLIO
(applicable to securityholders of NBI Monthly Moderate Income Fund)
General
The Manager is seeking approval from securityholders of NBI Monthly Moderate Income Fund for the
Merger of this Terminating Fund into NBI Moderate Portfolio, the Continuing Fund. The Continuing Fund
is a new mutual fund to be created by the Manager, the securities of which are expected to be qualified for
sale to the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of
the Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
30
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the proposed investment objectives and strategies of the Continuing Fund. In
exchange for their current securities, investors will receive securities of the Continuing Fund that have a
management fee that is the same as the management fee charged in respect of the securities of the
Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the proposed investment
objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax
consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page
12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see
“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds
and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and
expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of the Terminating Fund, including that the Merger will reduce the administrative and
regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,
following the Merger, investors will benefit by the broader investment approach offered by the Continuing
Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk
from the securities selection employed by the portfolio manager. The Continuing Fund is also actively
managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset
classes that are likely to generate better returns in the near future and underweighting others. This allows
the portfolio manager to adapt to the changing moods of financial markets and create added value for the
portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded
funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be
subject to a lower management fee in the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, the Terminating Fund will remain
as a separate mutual fund. However, securities of the Terminating Fund will only be available for
pre-existing systematic investment plans and reinvested distributions.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
31
Fund NBI Monthly Moderate Income Fund NBI Moderate Portfolio (proposed
Investment Objectives and Strategies)
Investment
Objectives
The investment objective of NBI
Monthly Moderate Income Fund is to
ensure current income and long-term
capital appreciation. The Fund invests
directly, or through investments in
securities of other mutual funds, in a
portfolio comprised primarily of fixed-
income securities and preferred and
common shares of Canadian and foreign
companies.
The investment objective of NBI
Moderate Portfolio is to ensure a high
level of current income and some long-
term capital appreciation. To do this, it
invests primarily in a diverse mix of
mutual funds (that may include
exchange-traded funds (“ETFs”)) that are
fixed-income funds and equity funds.
Investment
Strategies
To meet its objective, NBI Monthly
Moderate Income Fund aims to invest
45% of net assets in bonds, debentures,
mortgage-backed securities or money
market instruments issued by Canadian
and foreign governments or companies,
20% of net assets in preferred shares of
Canadian and foreign companies,
including high-yield preferred shares,
fixed or floating rate preferred shares and
redeemable, non-redeemable or
retractable preferred shares and 35% of
net assets in common shares of Canadian
or foreign companies that are expected to
yield a high dividend and in Canadian or
foreign income trust units, real estate
investment trusts and other similar high
return income investments. The Fund
may invest up to 100% of its net assets in
securities of underlying mutual funds
managed by the Manager or by third
parties. The Fund may invest up to 10%
of its assets in exchange-traded funds
managed by third parties. The portfolio
manager may adjust the target weighting
of each asset class depending on
economic and market conditions. When
selecting securities for the Fund, the
portfolio manager examines the impact
of economic trends on investments that it
believes represent opportunities for
growth, value and high income in a
particular asset class to determine the
proportion of the assets of the Fund that
should be invested in the different types
of securities. The criteria used for
selecting underlying fund securities are
To meet its objective, under normal
market conditions NBI Moderate
Portfolio invests up to 45% of its net
assets in equity securities and up to 55%
of its net assets in fixed-income
securities. The Fund may invest up to
100% of its net assets in mutual funds
and ETFs. The Fund may also invest in
other mutual funds managed by third
parties (ETFs and other types of mutual
funds are collectively referred to as
“Underlying Funds”). The portfolio
manager applies a tactical allocation
valuation process in which asset
allocation and the choice of Underlying
Funds are subject to frequent changes
depending on economic and market
conditions. When the target asset
allocation and the choice of Underlying
Funds are modified, the Fund is
generally rebalanced based on the new
selection. The portfolio manager may, in
its sole discretion, select the Underlying
Funds, allocate assets to the Underlying
Funds, change the percentage holding of
any Underlying Fund, remove any
Underlying Fund or add other
Underlying Funds. When selecting an
Underlying Fund in which to invest, the
portfolio manager will consider the
degree of exposure to the various
geographic regions that the Underlying
Fund will provide to the Fund, the
performance of the Underlying Fund,
and the expenses (if any) payable by the
Fund which may be associated with the
investment. There will be no duplication
32
Fund NBI Monthly Moderate Income Fund NBI Moderate Portfolio (proposed
Investment Objectives and Strategies)
the same as the criteria used for selecting
other types of securities. When choosing
fixed-income securities, the portfolio
manager looks at Canadian economic
conditions and how these conditions
affect interest rates. The portfolio
manager uses growth and value styles in
choosing shares of Canadian companies.
The portfolio manager gives more
importance to security selection than
sector rotation. The equity investments
of the Fund include different sectors of
the S&P/TSX Composite Index. The
portfolio manager uses a similar
approach in selecting shares of foreign
companies. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
of fees, particularly sales charges,
between the Fund and any Underlying
Fund. From time to time, the Fund may
invest directly in Canadian and foreign
equity securities. The Fund may also
invest in Underlying Funds that hold
shares of small capitalization companies
and/or Underlying Funds that hold
emerging market equity securities. The
Fund may use derivatives to implement
the investment strategy and to manage
risks. The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund may have a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
As a result of the fact that the Terminating Fund and the Continuing Fund will both aim to ensure current
income together with long-term capital appreciation, as well as the fact that both Funds will invest in fixed-
income securities and equity securities, the Manager believes that a reasonable person would consider the
investment objectives of these Funds to be substantially similar.
The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will
be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $66.1 million.
There were no net assets of the Continuing Fund as it is a new fund.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
33
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing Fund
Investor
Series
1.50% 1.50%
(Investor-2)3
0.10% 0.10%
(Investor-2)3
1.85% N/A3
Series R 1.50% 1.50%
(R-2)3
0.10% 0.10%
(R-2)3
1.85% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014 with
respect to the Terminating Fund and after May 12, 2017 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI MONTHLY BALANCED INCOME FUND INTO
NBI BALANCED PORTFOLIO
(applicable to securityholders of NBI Monthly Balanced Income Fund)
General
The Manager is seeking approval from securityholders of NBI Monthly Balanced Income Fund for the
Merger of this Terminating Fund into NBI Balanced Portfolio, the Continuing Fund. The Continuing Fund
is a new mutual fund to be created by the Manager, the securities of which are expected to be qualified for
sale to the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of
the Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
34
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the proposed investment objectives and strategies of the Continuing Fund. However, both
Funds will invest (directly or indirectly) in equity and fixed income securities. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is the
same as the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
By approving this Merger, securityholders of the Terminating Fund accept the proposed investment
objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax
consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page
12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see
“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds
and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and
expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of the Terminating Fund, including that the Merger will reduce the administrative and
regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,
following the Merger, investors will benefit by the broader investment approach offered by the Continuing
Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk
from the securities selection employed by the portfolio manager. The Continuing Fund is also actively
managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset
classes that are likely to generate better returns in the near future and underweighting others. This allows
the portfolio manager to adapt to the changing moods of financial markets and create added value for the
portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded
funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be
subject to a lower management fee in the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, the Terminating Fund will remain
as a separate mutual fund. However, securities of the Terminating Fund will only be available for
pre-existing systematic investment plans and reinvested distributions.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Monthly Balanced Income Fund NBI Balanced Portfolio (proposed
Investment Objectives and Strategies)
Investment
Objectives
The investment objective of NBI
Monthly Balanced Income Fund is to
ensure high level of current income. The
The investment objective of NBI
Balanced Portfolio is to ensure current
income and long-term capital
35
Fund NBI Monthly Balanced Income Fund NBI Balanced Portfolio (proposed
Investment Objectives and Strategies)
Fund invests directly or indirectly
through investments in securities of other
mutual funds, primarily in income trust
units, common and preferred shares and
Canadian and foreign debt securities.
appreciation. To do this, it invests
primarily in a diverse mix of mutual
funds (that may include exchange-traded
funds (“ETFs”)) that are fixed-income
funds and equity funds.
Investment
Strategies
To meet its objective, NBI Monthly
Balanced Income Fund aims to invest
25% of net assets in bonds, debentures,
mortgage-backed securities or money
market instruments issued by Canadian
or foreign government companies. The
average credit rating of this part of the
portfolio will be at least B, as established
by one or more of the following
designated rating organizations:
Moody’s Canada, Standard & Poor’s
Ratings Services (Canada), Fitch, Inc. or
DBRS Limited. The Fund aims to invest
25% of net assets in preferred shares of
Canadian and foreign companies,
including high-yield preferred shares,
fixed or floating rate preferred shares and
redeemable, non-redeemable or
retractable preferred shares and 50% of
net assets in common shares of Canadian
or foreign companies that are expected to
yield a high dividend and in Canadian or
foreign income trust units, real estate
investment trusts and other similar high
return income investments. The Fund
may invest up to 100% of its net assets in
securities of underlying mutual funds
managed by the Manager or by third
parties. The Fund may invest up to 10%
of its assets in exchange-traded funds
managed by third parties. The portfolio
manager may adjust the target weighting
of each asset class depending on
economic and market conditions. When
selecting securities for the Fund, the
portfolio manager examines the impact
of economic trends on investments that it
believes represent opportunities for
growth, value and high income in a
particular asset class to determine the
proportion of the assets of the Fund that
should be invested in the different types
To meet its objective, under normal
market conditions NBI Balanced
Portfolio invests up to 60% of its net
assets in equity securities and up to 40%
of its net assets in fixed-income
securities. The Fund invests up to 100%
of its net assets in mutual funds and
ETFs. The Fund may also invest in other
mutual funds managed by third parties
(ETFs and other types of mutual funds
are collectively referred to as
“Underlying Funds”). The portfolio
manager applies a tactical allocation
valuation process in which asset
allocation and the choice of Underlying
Funds are subject to frequent changes
depending on economic and market
conditions. When the target asset
allocation and the choice of Underlying
Funds are modified, the Fund is
generally rebalanced based on the new
selection. The portfolio manager may, in
its sole discretion, select the Underlying
Funds, allocate assets to the Underlying
Funds, change the percentage holding of
any Underlying Fund, remove any
Underlying Fund or add other
Underlying Funds. When selecting an
Underlying Fund in which to invest, the
portfolio manager will consider the
degree of exposure to the various
geographic regions that the Underlying
Fund will provide to the Fund, the
performance of the Underlying Fund,
and the expenses (if any) payable by the
Fund which may be associated with the
investment. There will be no duplication
of fees, particularly sales charges,
between the Fund and any Underlying
Fund. From time to time, the Fund may
invest directly in Canadian and foreign
equity securities. The Fund may also
36
Fund NBI Monthly Balanced Income Fund NBI Balanced Portfolio (proposed
Investment Objectives and Strategies)
of securities. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. When choosing
fixed-income securities, the portfolio
manager looks at Canadian economic
conditions and how these conditions
affect interest rates. The portfolio
manager uses growth and value styles in
choosing shares of Canadian companies.
The portfolio manager gives more
importance to security selection than
sector rotation. The equity investments
of the Fund include different sectors of
the S&P/TSX Composite Index. The
portfolio manager uses a similar
approach in selecting shares of foreign
companies. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
invest in Underlying Funds that hold
shares of small capitalization companies
and/or Underlying Funds that hold
emerging market equity securities. The
Fund may use derivatives to implement
the investment strategy and to manage
risks. The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund may have a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
While both Funds will invest (directly or indirectly) in both equity and fixed income securities, as a result
of the fact that the Terminating Fund aims to ensure a high level of current income while the Continuing
Fund will aim to ensure current income and long-term capital appreciation, the Manager believes that a
reasonable person would consider the investment objectives of these Funds to be less than substantially
similar.
The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will
be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $139.4 million.
There are no net assets of the Continuing Fund as it is a new fund.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
37
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing
Fund
(proposed)
Terminating
Fund
Continuing Fund
Advisor
Series
1.50% 1.50%
(Advisor-2)3
0.10% 0.10%
(Advisor-2)3
1.83% N/A3
Investor
Series
1.50% 1.50%
(Investor-2)3
0.10% 0.10%
(Investor-2)3
1.83% N/A3
Series F 0.75% 0.75%
(F-2)3
0.10% 0.10%
(F-2)3
0.97% N/A3
Series R 1.50% 1.50%
(R-2)3
0.10% 0.10%
(R-2)3
1.84% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014 with
respect to the Terminating Fund and after May 12, 2017 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI MONTHLY GROWTH INCOME FUND INTO NBI GROWTH PORTFOLIO
(applicable to securityholders of NBI Monthly Growth Income Fund)
General
The Manager is seeking approval from securityholders of NBI Monthly Growth Income Fund for the
Merger of this Terminating Fund into NBI Growth Portfolio, the Continuing Fund. The Continuing Fund
is a new mutual fund to be created by the Manager, the securities of which are expected to be qualified for
sale to the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of
the Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
38
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the proposed investment objectives and strategies of the Continuing Fund. In
exchange for their current securities, investors will receive securities of the Continuing Fund that have a
management fee that is higher than the management fee charged in respect of the securities of the
Terminating Fund that they currently hold. However, the administration fee charged on securities of the
Continuing Fund is lower than the administration fee that is charged in respect of securities of the
Terminating Fund. Therefore, the net result to securityholders of the Terminating Fund will be a
management fee and administration fee for the Continuing Fund which, taken together, will be the same as
the total management fee and administration fee paid in respect of the Terminating Fund.
By approving this Merger, securityholders of the Terminating Fund accept the proposed investment
objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax
consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page
12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see
“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds
and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and
expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of the Terminating Fund, including that the Merger will reduce the administrative and
regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,
following the Merger, investors will benefit by the broader investment approach offered by the Continuing
Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk
from the securities selection employed by the portfolio manager. The Continuing Fund is also actively
managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset
classes that are likely to generate better returns in the near future and underweighting others. This allows
the portfolio manager to adapt to the changing moods of financial markets and create added value for the
portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded
funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be
subject to a lower management fee in the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, the Terminating Fund will remain
as a separate mutual fund. However, securities of the Terminating Fund will only be available for
pre-existing systematic investment plans and reinvested distributions.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
39
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Monthly Growth Income Fund NBI Growth Portfolio (proposed
Investment Objectives and Strategies)
Investment
Objectives
The investment objective of NBI
Monthly Growth Income Fund is to
ensure a high level of current income and
long-term capital appreciation. The
Fund invests directly, or through
investments in securities of other mutual
funds, in a portfolio comprised primarily
of Canadian and foreign income trust
units, common and preferred shares and
fixed-income securities.
The investment objective of NBI Growth
Portfolio is to ensure long-term capital
appreciation and current income. To do
this, it invests primarily in a diverse mix
of mutual funds (that may include
exchange-traded funds (“ETFs”)) that are
fixed-income funds and equity funds.
Investment
Strategies
To meet its objective, NBI Monthly
Growth Income Fund aims to invest 15%
of net assets in bonds, debentures,
mortgage-backed securities and money
market instruments issued by Canadian
or foreign governments and corporations.
The average credit rating of this part of
the portfolio is at least B, as established
by one or more of the following
designated rating organizations:
Moody’s Canada, Standard & Poor’s
Ratings Services (Canada), Fitch, Inc. or
DBRS Limited. The Fund aims to invest
10% of net assets in preferred shares of
Canadian and foreign companies,
including high-yield preferred shares,
fixed or floating rate preferred shares and
redeemable, non-redeemable or
retractable preferred shares and 75% of
net assets in common shares of Canadian
or foreign companies that are expected to
yield a high dividend and in Canadian or
foreign income trust units, real estate
investment trusts and other high return
income investments. The Fund may
invest up to 100% of its net assets in
securities of underlying mutual funds
managed by the Manager or by third
parties. The Fund may invest up to 10%
of its assets in exchange-traded funds
managed by third parties. The portfolio
manager may adjust the target weighting
of each asset class depending on
To meet its objective, under normal
market conditions NBI Growth Portfolio
invests up to 80% of its net assets in
equity securities and up to 20% of its net
assets in fixed-income securities. The
Fund invests up to 100% of its net assets
in mutual funds and ETFs. The Fund
may also invest in other mutual funds
managed by third parties (ETFs and
other types of mutual funds are
collectively referred to as “Underlying
Funds”). The portfolio manager applies
a tactical allocation valuation process in
which asset allocation and the choice of
Underlying Funds are subject to frequent
changes depending on economic and
market conditions. When the target asset
allocation and the choice of Underlying
Funds are modified, the Fund is
generally rebalanced based on the new
selection. The portfolio manager may, in
its sole discretion, select the Underlying
Funds, allocate assets to the Underlying
Funds, change the percentage holding of
any Underlying Fund, remove any
Underlying Fund or add other
Underlying Funds. When selecting an
Underlying Fund in which to invest, the
portfolio manager will consider the
degree of exposure to the various
geographic regions that the Underlying
Fund will provide to the Fund, the
performance of the Underlying Fund,
40
Fund NBI Monthly Growth Income Fund NBI Growth Portfolio (proposed
Investment Objectives and Strategies)
economic and market conditions. When
selecting securities for the Fund, the
portfolio manager examines the impact
of economic trends on investments that it
believes represent opportunities for
growth, value and high income in a
particular asset class to determine the
proportion of the assets of the Fund that
should be invested in the different types
of securities. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. When choosing
fixed-income securities, the portfolio
manager looks at Canadian economic
conditions and how these conditions
affect interest rates. The portfolio
manager uses growth and value styles in
choosing shares of Canadian companies.
The portfolio manager gives more
importance to security selection than
sector rotation. The equity investments
of the Fund include different sectors of
the S&P/TSX Composite Index. The
portfolio manager uses a similar
approach in selecting shares of foreign
companies. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
and the expenses (if any) payable by the
Fund which may be associated with the
investment. There will be no duplication
of fees, particularly sales charges,
between the Fund and any Underlying
Fund. From time to time, the Fund may
invest directly in Canadian and foreign
equity securities. The Fund may also
invest in Underlying Funds that hold
shares of small capitalization companies
and/or Underlying Funds that hold
emerging market equity securities. The
Fund may use derivatives to implement
the investment strategy and to manage
risks. The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund may have a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
Both the Terminating Fund and the Continuing Fund will aim to ensure current income together with long-
term capital appreciation and will both invest (directly or indirectly) in fixed income and equity securities.
As a result, the Manager believes that a reasonable person would consider the investment objectives of
these Funds to be substantially similar.
The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will
be the portfolio manager of the Continuing Fund after the Merger.
41
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $9.4 million.
There are no net assets of the Continuing Fund as it is a new fund.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Investor
Series
1.80% 1.90% 0.26% 0.16% 2.36% N/A3
Series R 1.80% 1.90% 0.26% 0.16% 2.36% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014 with
respect to the Terminating Fund and after May 12, 2017 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) As this series will be newly created, it does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is higher than the management fee charged in respect of their
securities of the Terminating Fund. However, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is lower than the administration fee
that is charged in respect of their securities of the Terminating Fund. Therefore, the net result to
securityholders of the Terminating Fund will be a management fee and administration fee for the
Continuing Fund which, taken together, will be the same as the total management fee and administration
fee paid in respect of the Terminating Fund. However, due to the higher management fee charged by the
Continuing Fund, it is the opinion of the Manager that a reasonable person may consider the fee structures
of the Terminating Fund and the Continuing Fund to be less than substantially similar.
MERGER OF NBI ASSET ALLOCATION FUND INTO NBI GROWTH PORTFOLIO
(applicable to securityholders of NBI Asset Allocation Fund)
General
The Manager is seeking approval from securityholders of NBI Asset Allocation Fund for the Merger of this
Terminating Fund into NBI Growth Portfolio, the Continuing Fund. The Continuing Fund is a new mutual
fund to be created by the Manager, the securities of which are expected to be qualified for sale to the public
pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of the Terminating
42
Fund are entitled to vote on the proposed Merger because applicable securities legislation requires the
Manager to seek approval from securityholders of the Terminating Fund in connection with a Merger. If
approved, the Merger will become effective on or about May 19, 2017. The Manager will have the
discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the proposed investment objectives and strategies of the Continuing Fund. In
exchange for their current securities, investors will receive securities of the Continuing Fund that have a
management fee that is the same as the management fee charged in respect of the securities of the
Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the proposed investment
objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax
consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page
12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see
“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds
and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and
expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of the Terminating Fund, including that the Merger will reduce the administrative and
regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,
following the Merger, investors will benefit by the broader investment approach offered by the Continuing
Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk
from the securities selection employed by the portfolio manager. The Continuing Fund is also actively
managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset
classes that are likely to generate better returns in the near future and underweighting others. This allows
the portfolio manager to adapt to the changing moods of financial markets and create added value for the
portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded
funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be
subject to a lower management fee in the Continuing Fund.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
43
Fund NBI Asset Allocation Fund NBI Growth Portfolio (proposed
Investment Objectives and Strategies)
Investment
Objectives
The investment objective of NBI Asset
Allocation Fund is to produce income
with moderate capital appreciation and
volatility by investing mainly in stocks
and fixed-income securities in whatever
proportion the portfolio manager deems
appropriate. The Fund will normally
have an equity bias.
The investment objective of NBI Growth
Portfolio is to ensure long-term capital
appreciation and current income. To do
this, it invests primarily in a diverse mix
of mutual funds (that may include
exchange-traded funds (“ETFs”)) that are
fixed-income funds and equity funds.
Investment
Strategies
To meet its objective, NBI Asset
Allocation Fund invests in a mix of
Canadian and foreign common stocks,
government and corporate bonds,
convertible bonds, other fixed-income
securities, preferred shares, cash
equivalents and asset-backed and
mortgage-backed securities. The
portfolio manager primarily uses a
bottom-up approach, focusing on
company and security specific
characteristics to select portfolio
investments. The Fund may invest up to
100% of its net assets in other underlying
mutual funds managed by the Manager
or by third parties. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
invest in foreign fixed-income securities,
which may include debt securities issued
by governments, municipalities and
companies in developed and emerging
countries, agency securities and high-
yield bonds. The Fund may invest in
exchange-traded funds managed by third
parties, including exchange-traded funds
that utilize leverage in an attempt to
magnify returns, but will not invest in
exchange-traded funds whose reference
index is based, directly or indirectly
through a derivative or otherwise, on a
physical commodity other than gold.
The Fund may use derivatives to
implement the investment strategy and to
manage risks. The Fund may enter into
securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
To meet its objective, under normal
market conditions NBI Growth Portfolio
invests up to 80% of its net assets in
equity securities and up to 20% of its net
assets in fixed-income securities. The
Fund invests up to 100% of its net assets
in mutual funds and ETFs. The Fund
may also invest in other mutual funds
managed by third parties (ETFs and
other types of mutual funds are
collectively referred to as “Underlying
Funds”). The portfolio manager applies
a tactical allocation valuation process in
which asset allocation and the choice of
Underlying Funds are subject to frequent
changes depending on economic and
market conditions. When the target asset
allocation and the choice of Underlying
Funds are modified, the portfolio is
generally rebalanced based on the new
selection. The portfolio manager may, in
its sole discretion, select the Underlying
Funds, allocate assets to the Underlying
Funds, change the percentage holding of
any Underlying Fund, remove any
Underlying Fund or add other
Underlying Funds. When selecting an
Underlying Fund in which to invest, the
portfolio manager will consider the
degree of exposure to the various
geographic regions that the Underlying
Fund will provide to the Fund, the
performance of the Underlying Fund,
and the expenses (if any) payable by the
Fund which may be associated with the
investment. There will be no duplication
of fees, particularly sales charges,
between the Fund and any Underlying
Fund. From time to time, the Fund may
44
Fund NBI Asset Allocation Fund NBI Growth Portfolio (proposed
Investment Objectives and Strategies)
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
invest directly in Canadian and foreign
equity securities. The Fund may also
invest in Underlying Funds that hold
shares of small capitalization companies
and/or Underlying Funds that hold
emerging market equity securities. The
Fund may use derivatives to implement
the investment strategy and to manage
risks. The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund may have a
relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
As a result of the fact that both the Terminating Fund and the Continuing Fund will seek to produce income
and capital appreciation by investing (directly or indirectly) in equity securities and fixed-income securities,
the Manager believes that a reasonable person would consider the investment objectives of these Funds to
be substantially similar.
The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will
be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund1 were $54.6 million.
There are no net assets of the Continuing Fund as it is a new fund.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Investor
Series
1.40% 1.40%
(Investor-2)3
Variable 0%
(Investor-2)3
2.36% N/A3
1 Advisor Series and F Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore
have not been included in the calculation of net assets of the Terminating Fund.
45
(1) The Continuing Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all
reasonable costs and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to
IRC members and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing
education of IRC members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or
might be subject; and costs associated with compliance with any new governmental or regulatory requirement introduced after May
12, 2017.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund.
The Manager pays all of the Terminating Fund’s operating expenses, while the Continuing Fund will pay
only certain operating expenses directly and will pay a fixed administration fee that is set at zero in respect
of the New Series. Therefore, although the Continuing Fund has adopted a fixed administration fee, it is
expected that the actual fees charged in respect of the New Series of the Continuing Fund will be the same
as the expenses paid in respect of the securities they held of the Terminating Fund. However, as a result of
the fixed administration fee structure for the Continuing Fund, versus the variable expense structure for the
Terminating Fund, it is the opinion of the Manager that a reasonable person may consider the fee structures
of the Terminating Fund and the Continuing Fund not to be substantially similar.
MERGER OF NBI MONTHLY EQUITY INCOME FUND INTO NBI EQUITY PORTFOLIO
(applicable to securityholders of NBI Monthly Equity Income Fund)
General
The Manager is seeking approval from securityholders of NBI Monthly Equity Income Fund for the Merger
of this Terminating Fund into NBI Equity Portfolio, the Continuing Fund. The Continuing Fund is a new
mutual fund to be created by the Manager, the securities of which are expected to be qualified for sale to
the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of the
Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the proposed investment objectives and strategies of the Continuing Fund. However, both
Funds will invest (directly or indirectly) primarily in equity securities. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is the
same as the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
By approving this Merger, securityholders of the Terminating Fund accept the proposed investment
objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax
consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page
46
12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see
“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds
and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and
expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of the Terminating Fund, including that the Merger will reduce the administrative and
regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,
following the Merger, investors will benefit by the broader investment approach offered by the Continuing
Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk
from the securities selection employed by the portfolio manager. The Continuing Fund is also actively
managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset
classes that are likely to generate better returns in the near future and underweighting others. This allows
the portfolio manager to adapt to the changing moods of financial markets and create added value for the
portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded
funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be
subject to a lower management fee in the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby
provided notice that the Terminating Fund will be wound up on or about June 12, 2017.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Monthly Equity Income Fund NBI Equity Portfolio (proposed
Investment Objectives and Strategies)
Investment
Objectives
The investment objective of NBI
Monthly Equity Income Fund is to
ensure a high level of current income and
long-term capital appreciation. The
Fund invests directly, or through
investments in securities of other mutual
funds, in a portfolio comprised primarily
of Canadian and foreign common shares
and fixed-income securities.
The investment objective of NBI Equity
Portfolio is to ensure long-term capital
appreciation. To do this, it invests
primarily in a diverse mix of mutual
funds (that may include exchange-traded
funds (“ETFs”)) that are fixed-income
funds and equity funds.
Investment
Strategies
To meet its objective, NBI Monthly
Equity Income Fund aims to invest 10%
of net assets in bonds, debentures,
To meet its objective, under normal
market conditions NBI Equity Portfolio
invests up to 100% of its net assets in
47
Fund NBI Monthly Equity Income Fund NBI Equity Portfolio (proposed
Investment Objectives and Strategies)
mortgage-backed securities and money
market instruments issued by Canadian
or foreign governments and corporations.
The average credit rating of this part of
the portfolio is at least B, as established
by one or more of the following
designated rating organizations:
Moody’s Canada, Standard & Poor’s
Ratings Services (Canada), Fitch, Inc. or
DBRS Limited. The Fund aims to invest
90% of net assets in common shares of
Canadian or foreign companies that are
expected to yield a high dividend and in
Canadian or foreign income trust units,
real estate investment trusts and other
high return income investments. The
Fund may also invest in preferred shares
of Canadian or foreign corporations,
including high-yield preferred shares.
The Fund may invest up to 100% of its
net assets in securities of underlying
mutual funds managed by the Manager
or by third parties. The Fund may invest
up to 10% of its assets in exchange-
traded funds managed by third parties.
The portfolio manager may adjust the
target weighting of each asset class
depending on economic and market
conditions. When selecting securities for
the Fund, the portfolio manager
examines the impact of economic trends
on investments that it believes represent
opportunities for growth, value and high
income in a particular asset class to
determine the proportion of the assets of
the Fund that should be invested in the
different types of securities. The criteria
used for selecting underlying fund
securities are the same as the criteria
used for selecting other types of
securities. When choosing fixed-income
securities, the portfolio manager looks at
Canadian economic conditions and how
these conditions affect interest rates.
The portfolio manager uses growth and
value styles in choosing shares of
Canadian companies. The portfolio
manager gives more importance to
equity securities. The Fund invests up to
100% of its net assets in mutual funds
and ETFs. The Fund may also invest in
other mutual funds managed by third
parties (ETFs and other types of mutual
funds are collectively referred to as
“Underlying Funds”). The portfolio
manager applies a tactical allocation
valuation process in which asset
allocation and the choice of Underlying
Funds are subject to frequent changes
depending on economic and market
conditions. When the target asset
allocation and the choice of Underlying
Funds are modified, the Fund is
generally rebalanced based on the new
selection. The portfolio manager may, in
its sole discretion, select the Underlying
Funds, allocate assets to the Underlying
Funds, change the percentage holding of
any Underlying Fund, remove any
Underlying Fund or add other
Underlying Funds. When selecting an
Underlying Fund in which to invest, the
portfolio manager will consider the
degree of exposure to the various
geographic regions that the Underlying
Fund will provide to the Fund, the
performance of the Underlying Fund,
and the expenses (if any) payable by the
Fund which may be associated with the
investment. There will be no duplication
of fees, particularly sales charges,
between the Fund and any Underlying
Fund. From time to time, the Fund may
invest directly in Canadian and foreign
equity securities. The Fund may also
invest in Underlying Funds that hold
shares of small capitalization companies
and/or Underlying Funds that hold
emerging market equity securities. The
Fund may use derivatives to implement
the investment strategy and to manage
risks. The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund may have a
relatively high portfolio turnover rate,
48
Fund NBI Monthly Equity Income Fund NBI Equity Portfolio (proposed
Investment Objectives and Strategies)
security selection than sector rotation.
The equity investments of the Fund
include different sectors of the S&P/TSX
Composite Index. The portfolio manager
uses a similar approach in selecting
shares of foreign companies. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
increasing trading costs and the
possibility of taxable gains for investors.
As a result of the fact that the Terminating Fund aims to ensure a high level of current income and long-
term capital appreciation while the Continuing Fund will aim to ensure only long-term capital appreciation,
as well as the fact that the Terminating Fund may invest its assets in common shares and fixed-income
securities while the Continuing Fund may invest in fixed income and any kind of equity securities, the
Manager believes that a reasonable person would consider the investment objectives of these Funds to be
less than substantially similar.
However, both the Terminating Fund and the Continuing Fund will invest primarily in equity
securities.
The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will
be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $4.5 million.
There were no net assets of the Continuing Fund as it is a new fund.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
49
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Investor
Series
1.80% 1.80%
(Investor-2)3
0.26% 0.26%
(Investor-2)3
2.35% N/A3
Series R 1.80% 1.80%
(R-2)3
0.26% 0.26%
(R-2)3
2.36% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014 with
respect to the Terminating Fund and after May 12, 2017 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NATIONAL BANK DIVIDEND INCOME FUND INC. INTO
NBI DIVIDEND FUND
(applicable to securityholders of National Bank Dividend Income Fund Inc.)
General
The Manager and Board of Directors of National Bank Dividend Income Fund Inc. are seeking approval
from securityholders of National Bank Dividend Income Fund Inc. for the Merger of this Terminating Fund
into NBI Dividend Fund, the Continuing Fund. Securityholders of the Terminating Fund are entitled to vote
on the proposed Merger because applicable securities legislation requires the Manager to seek approval
from securityholders of the Terminating Fund in connection with a Merger. If approved, the Merger will
become effective on or about May 19, 2017. The Manager will have the discretion to postpone
implementation of the Merger until a later date (which shall be no later than August 31, 2017) or to not
proceed with the Merger if it is considered in the best interests of the Terminating Fund or its investors.
Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these Funds is
also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the investment objectives and strategies of the Continuing Fund. In exchange for
50
their current securities, investors will receive securities of the Continuing Fund that have a management fee
that is lower than the management fee charged in respect of the securities of the Terminating Fund that they
currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace. Finally, investors will receive securities of the Continuing Fund that have a management fee
that is lower than the management fee charged in respect of the securities of the Terminating Fund that they
currently hold.
Recommendation
The Manager and the Board of Directors of the Terminating Fund recommend that securityholders
of the Terminating Fund vote FOR the Merger.
Dissent Rights
As the Merger is an exchange of all or part of the securities of the Terminating Fund for securities of the
Continuing Fund, securityholders of the Terminating Fund may exercise their right to dissent to the Merger
if it is approved, as provided by the CBCA. There are certain steps you must take to exercise this right,
including provide written notice of your objection to the Merger to the Manager at or before the date of the
Meeting. Securityholders should consult with their legal advisor, keeping in mind that they may receive the
fair market value of their securities (less any applicable redemption fees) by simply submitting a redemption
request to the Manager prior to the effective date of the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund National Bank Dividend Income Fund
Inc.
NBI Dividend Fund
Investment
Objectives
The investment objective of National
Bank Dividend Income Fund Inc. is to
achieve a maximum level of dividend
income as is consistent with prudent
levels of capital preservation and
The investment objective of NBI
Dividend Fund is to provide high
dividend income while preserving
capital. The Fund invests primarily in
preferred and common shares of
51
Fund National Bank Dividend Income Fund
Inc.
NBI Dividend Fund
liquidity. The Fund invests primarily in
common and preferred stocks of
Canadian companies that pay dividends.
Canadian companies that pay dividend
income.
Investment
Strategies
To meet its objective, National Bank
Dividend Income Fund Inc. invests
mainly in Canadian companies so that
investors can benefit from the stable
income and the favourable tax treatment
of dividends. The Fund may also invest
in debt securities, asset-backed and
mortgage-backed securities, income
trusts and in foreign securities, in a
manner consistent with the Fund’s
investment objectives. The portfolio
manager of the Fund may invest
approximately 40% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The portfolio
manager may invest up to 30% of the
Fund’s assets in foreign securities. The
portfolio manager uses growth and value
styles in selecting common shares with a
high dividend yield and a limited risk of
loss. Most of the common shares are
chosen from the largest companies on the
S&P/TSX Composite Index. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
To meet its objective, NBI Dividend
Fund may invest in preferred shares,
including fixed-rate and floating-rate
preferred shares, redeemable, non-
redeemable and retractable preferred
shares, common shares of Canadian and
foreign corporations, Canadian or
foreign income trust units, real estate
investment trusts and other similar high
return investments, bonds, term deposits
and other money market instruments.
The portfolio manager of the Fund may
invest approximately 45% of the net
assets of the Fund in securities of
underlying mutual funds managed by the
Manager or by third parties. The criteria
used for selecting underlying fund
securities are the same as the criteria
used for selecting other types of
securities. At least half of the fund’s
assets are invested in preferred and
common shares of Canadian companies.
The portfolio manager may invest up to
20% of the Fund’s assets in foreign
securities. The portfolio manager uses
growth and value styles in selecting
common shares with a high dividend
yield and a limited risk of loss. Most of
the common shares are chosen from the
largest companies on the S&P/TSX
Composite Index. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
As a result of the fact that the Terminating Fund and Continuing Fund both (i) aim to provide a high level
of dividend income while preserving capital, (ii) are invested predominantly in preferred and common
shares of Canadian dividend paying companies contained within the S&P/TSX Composite Index, and
52
(iii) have similar exposure to foreign securities, the Manager believes that a reasonable person would
consider the investment objectives of these Funds to be substantially similar.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $84.7 million
and the net assets of the Continuing Fund were $1030.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Investor
Series
1.25% 1.20%
(Investor-2)3
0.12% 0.12%
(Investor-2)3
1.53% 1.88%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is lower than the management fee charged in respect of their securities
of the Terminating Fund. In addition, securityholders of the Terminating fund will receive securities of the
Continuing Fund that have an administration fee that is the same as the administration fee charged in respect
of their securities of the Terminating Fund. It is the Manager’s opinion that a reasonable person would
consider the fee structures of the Terminating Fund and the Continuing Fund to be substantially similar.
MERGER OF NBI HIGH DIVIDEND FUND INTO NBI CANADIAN EQUITY FUND
(applicable to securityholders of NBI High Dividend Fund)
General
The Manager is seeking approval from securityholders of NBI High Dividend Fund for the Merger of this
Terminating Fund into NBI Canadian Equity Fund, the Continuing Fund. Securityholders of the
Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
53
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
(directly or indirectly) primarily in Canadian equity securities. In exchange for their current securities,
investors will receive securities of the Continuing Fund that have a management fee that is the same as the
management fee charged in respect of the securities of the Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI High Dividend Fund NBI Canadian Equity Fund
Investment
Objectives
The investment objective of NBI High
Dividend Fund is to maximize the long-
term capital growth potential and to
generate a high dividend income. This
Fund invests directly, or through
investments in securities of other mutual
funds, in a portfolio mainly composed of
Canadian dividend-paying common
The investment objective of NBI
Canadian Equity Fund is to ensure long-
term capital growth while applying
policies focused on protection of
invested capital. The fund invests
primarily in equity securities of a variety
of Canadian companies traded on
recognized markets such as common
shares, preferred shares and convertible
54
Fund NBI High Dividend Fund NBI Canadian Equity Fund
shares and other income generating
Canadian equities.
securities which, when exercised, will
enable the purchase of these types of
shares.
Investment
Strategies
To meet its objective, NBI High
Dividend Fund uses an investment
process that is principally based on
fundamental research, but the portfolio
manager will also consider quantitative
and technical factors. The final portfolio
securities selection is based on
knowledge of the company, its industry
and its growth prospects. In order to
maximize the global performance
potential of the portfolio, the portfolio
manager uses an active strategy for
trading securities and reinvesting
dividends. The Fund may also invest in
income trusts, fixed-income securities
and Canadian and foreign equities. The
Fund may invest up to 100% of its net
assets in underlying funds managed by
the Manager or third parties, including
exchange-traded funds. The criteria used
for selecting underlying fund securities
are the same as the criteria used for
selecting other types of securities. The
Fund may invest approximately 10% of
its assets in foreign securities. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
To meet its objective, NBI Canadian
Equity Fund may invest in common
shares of Canadian companies, preferred
shares of Canadian companies, securities
convertible into common or preferred
shares, such as warrants or options,
shares of foreign companies and income
trusts. The portfolio manager of the
Fund may invest up to 45% of the net
assets of the Fund in securities of
underlying mutual funds managed by the
Manager or third parties, including
exchange-traded funds. The portfolio
manager chooses securities from
Canadian companies with large market
capitalization that are listed on
recognized markets in Canada and
elsewhere. By choosing a diversified
portfolio of equities, the portfolio
manager minimizes risk and increases
the potential for capital gain. The
portfolio manager uses growth and value
styles in choosing shares of Canadian
companies and attaches more importance
to security selection than sector rotation.
However, the equity investments of the
Fund include different sectors of the
S&P/TSX Composite Index. The
portfolio manager uses a similar
approach in selecting shares of foreign
companies. The portfolio manager may
invest up to 30% of the Fund’s assets in
foreign securities. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
While both the Continuing Fund and Terminating Fund aim to provide investors with long term capital
growth, the Terminating Fund also aims to generate a high dividend income while the Continuing Fund
aims to protect investors’ capital. The Terminating Fund also invests primarily in dividend-paying equities,
55
while the Continuing Fund does not have this income-producing focus. Lastly, the Terminating Fund limits
its investments in foreign securities to 10% of the Terminating Fund’s assets, whereas the Continuing Fund
may invest up to 30% of its assets in foreign securities. For these reasons, the Manager believes that a
reasonable person would consider the investment objectives of these Funds to be less than substantially
similar.
However, both the Terminating Fund and the Continuing Fund invest primarily (directly or
indirectly) in Canadian equity securities.
The portfolio manager of the Terminating Fund is Intact Investment Management Inc. and Jarislowsky,
Fraser Limited is the portfolio manager of the Continuing Fund. Jarislowsky, Fraser Limited will continue
to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 24, 2017, the net assets of the Terminating Fund were $33.71 million
and the net assets of the Continuing Fund were $335.86 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
1.70% 1.70%
(Advisor-2)3
0.19% 0.19%
(Advisor-2)3
2.16% N/A3
Investor
Series
1.70% 1.70%
(Investor-2)3
0.19% 0.19%
(Investor-2)3
2.16% N/A3
Series F 0.70% 0.70%
(F-2)3
0.19% 0.19%
(F-2)3
0.95% N/A3
Series R 1.70% 1.70%
(R-2)3
0.19% 0.19%
(R-2)3
2.17% N/A3
Series O N/A N/A 0.02% 0.02% 0.02% 0.02%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
56
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NATIONAL BANK ALTAFUND INVESTMENT CORP. INTO
NBI CANADIAN EQUITY GROWTH FUND
(applicable to securityholders of National Bank AltaFund Investment Corp.)
General
The Manager and the Board of Directors of National Bank AltaFund Investment Corp. are seeking approval
from securityholders of National Bank AltaFund Investment Corp. for the Merger of this Terminating Fund
into NBI Canadian Equity Growth Fund, the Continuing Fund. Securityholders of the Terminating Fund
are entitled to vote on the proposed Merger because applicable securities legislation requires the Manager
to seek approval from securityholders of the Terminating Fund in connection with a Merger. If approved,
the Merger will become effective on or about May 19, 2017. The Manager will have the discretion to
postpone implementation of the Merger until a later date (which shall be no later than August 31, 2017) or
to not proceed with the Merger if it is considered in the best interests of the Terminating Fund or its
investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these
Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the investment objectives and strategies of the Continuing Fund. In exchange for
their current securities, investors will receive securities of the Continuing Fund that have a management fee
that is the same as the management fee charged in respect of the securities of the Terminating Fund that
they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace. Investors will also receive securities of the Continuing Fund that have a management fee that
is lower than the management fee charged in respect of the securities of the Terminating Fund that they
57
currently hold. Further, the Continuing Fund has delivered stronger long term performance than the
Terminating Fund. Lastly, there is a significant overlap between the portfolio holdings of the Terminating
Fund and the portfolio holdings of the Continuing Fund.
Recommendation
The Manager and Board of Directors of the Terminating Fund recommend that securityholders of
the Terminating Fund vote FOR the Merger.
Dissent Rights
As the Merger is an exchange of all or part of the securities of the Terminating Fund for securities of the
Continuing Fund, securityholders of the Terminating Fund may exercise their right to dissent to the Merger
if it is approved, as provided by the CBCA. There are certain steps you must take to exercise this right,
including provide written notice of your objection to the Merger to the Manager at or before the date of the
Meeting. Securityholders should consult with their legal advisor, keeping in mind that they may receive the
fair market value of their securities (less any applicable redemption fees) by simply submitting a redemption
request to the Manager prior to the effective date of the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund National Bank AltaFund Investment
Corp.
NBI Canadian Equity Growth Fund
Investment
Objectives
The investment objective of National
Bank AltaFund Investment Corp. is to
provide investors with superior
investment returns over the long term,
having regard for the safety of capital, by
investing primarily in Canadian equity
securities.
The investment objective of NBI
Canadian Equity Growth Fund is to
provide investors with superior
investment returns over the long term,
having regard for the safety of capital.
The Fund invests in a diversified
portfolio of primarily Canadian equities.
Investment
Strategies
To meet its objective, National Bank
AltaFund Investment Corp. emphasizes
companies that have a significant
business presence in Western Canada
and that the portfolio manager believes
offer opportunities for gains from capital
growth. The Fund may also invest in
foreign securities and hold foreign
currencies, in a manner consistent with
the Fund’s investment objective. The
portfolio manager of the Fund may
invest approximately 45% of the net
assets of the Fund in securities of
underlying mutual funds managed by the
Manager or by third parties. The criteria
To meet its objective, NBI Canadian
Equity Growth Fund invests mainly in
Canadian equities which will provide the
best opportunities for capital growth.
The Fund may also invest in foreign
securities and hold foreign currencies, in
a manner consistent with the Fund’s
investment objectives. The portfolio
manager of the Fund may invest
approximately 45% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or third parties, including exchange-
traded funds. The criteria used for
selecting underlying fund securities are
58
Fund National Bank AltaFund Investment
Corp.
NBI Canadian Equity Growth Fund
used for selecting underlying fund
securities are the same as the criteria
used for selecting other types of
securities. The Fund may invest in
exchange-traded funds managed by third
parties, including exchange-traded funds
that utilize leverage in an attempt to
magnify returns, but will not invest in
exchange-traded funds whose reference
index is based, directly or indirectly
through a derivative or otherwise, on a
physical commodity other than gold.
The portfolio manager may invest up to
30% of the Fund’s assets in foreign
securities and foreign currencies. Using
a bottom-up investment approach, the
portfolio manager will select companies
that have the best combination of relative
valuation, growth potential, competitive
positioning and management ability.
The Fund may use derivatives to
implement the investment strategy and to
manage risks. The Fund may enter into
securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors..
the same as the criteria used for selecting
other types of securities. The portfolio
manager may invest up to 30% of the
Fund’s assets in foreign securities or
foreign currencies. The Fund seeks to
invest in companies and industry sectors
that provide the best opportunities for
gains. The portfolio manager primarily
uses a growth style for the Fund and a
mix of investment approaches. The
Fund may invest in exchange-traded
funds managed by third parties,
including exchange-traded funds that
utilize leverage in an attempt to magnify
returns, but will not invest in exchange-
traded funds whose reference index is
based, directly or indirectly through a
derivative or otherwise, on a physical
commodity other than gold. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
As both the Terminating Fund and the Continuing Fund have the objective of superior investment returns,
having regard for the safety of capital and both invest primarily in Canadian equity securities, the Manager
believes a reasonable person would consider the investment objectives of these Funds to be substantially
similar.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund1 were $31.0 million
and the net assets of the Continuing Fund were $979.5 million.
1 Advisor Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore have not been
included in the calculation of net assets of the Terminating Fund.
59
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Investor
Series
2.00% 1.95%
(Investor-2)3
0.19% 0.19%
(Investor-2)3
2.38% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after February 13, 2015 with
respect to the Terminating Fund and after September 23, 2014 with respect to the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is lower than the management fee charged in respect of their securities
of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive securities of the
Continuing Fund that have an administration fee that is the same as the administration fee that is charged
in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a reasonable person
would consider the fee structures of the Terminating Fund and the Continuing Fund to be substantially
similar.
MERGER OF NBI WESTWOOD GLOBAL DIVIDEND FUND INTO
NBI GLOBAL EQUITY FUND
(applicable to securityholders of NBI Westwood Global Dividend Fund)
General
The Manager is seeking approval from securityholders of NBI Westwood Global Dividend Fund for the
Merger of this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of
the Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
60
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
in global equity securities. In exchange for their current securities, investors will receive securities of the
Continuing Fund that have a management fee that is the same as the management fee charged in respect of
the securities of the Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace. Further, the Continuing Fund has delivered stronger long term performance than the
Terminating Fund. Lastly, some investors of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is lower than the management fee charged in respect of the securities
of the Terminating Fund that they currently hold.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Westwood Global Dividend Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI
Westwood Global Dividend Fund is to
ensure long-term capital growth, with a
focus on dividend income. The Fund
will invest directly or indirectly in a
portfolio comprised mainly of dividend-
paying equity securities of companies
located around the world.
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI Westwood
Global Dividend Fund aims to achieve
high total investment return. The Fund
invests primarily in dividend paying
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
61
Fund NBI Westwood Global Dividend Fund NBI Global Equity Fund
equity securities of companies located
around the world. The Fund may also
invest in American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). The portfolio manager of the
Fund may invest up to 30% of the net
assets of the Fund in securities of mutual
funds managed by the Manager or by
third parties, including exchange traded
funds that are index participation units.
When selecting units of underlying funds
for the Fund, the portfolio manager
assesses their ability to generate
sustainable and optimal risk-adjusted
returns. When selecting securities for
the Fund, the portfolio manager uses an
extensive database to screen for liquidity
and evidence and/or potential for
positive economic profit for each
security. Based on key metrics, the
portfolio manager determines the country
allocation weights. Thereafter,
fundamental research is conducted to
identify stocks with sustainable earning
growth prospects not recognized by the
market and which are trading at
attractive valuations. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital growth, as a
result of the fact that the Terminating Fund is focused on dividend income and invests predominantly in
dividend-paying equity securities while the Continuing Fund invests in undervalued common and preferred
shares listed on recognized stock exchanges, the Manager believes that a reasonable person would consider
the investment objectives of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in global equity
securities.
The portfolio manager of the Terminating Fund is Westwood International Advisors Inc. and the portfolio
manager of the Continuing Fund is Fiera Capital Corporation. Fiera Capital Corporation will continue to
be the portfolio manager of the Continuing Fund after the Merger.
62
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund1 were $69.1 million
and the net assets of the Continuing Fund were $836.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00%
(Advisor-2)3
0.22% 0.22%
(Advisor-2)3
2.43% N/A3
Investor
Series
2.00% 2.00%
(Investor-2)3
0.22% 0.22%
(Investor-2)3
2.43% N/A3
Series F 0.95% 0.75%
(F-2)3
0.22% 0.22%
(F-2)3
1.30% N/A3
Series O N/A N/A 0.02% 0.02% 0.02% 0.02%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as or lower than the management fee charged in respect
of their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
1 F5 Series and T5 Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore have
not been included in the calculation of net assets of the Terminating Fund.
63
MERGER OF NBI WESTWOOD GLOBAL EQUITY FUND INTO NBI GLOBAL EQUITY
FUND
(applicable to securityholders of NBI Westwood Global Equity Fund)
General
The Manager is seeking approval from securityholders of NBI Westwood Global Equity Fund for the
Merger of this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of
the Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the investment objectives and strategies of the Continuing Fund. In exchange for
their current securities, investors will receive securities of the Continuing Fund that have a management fee
that is the same as the management fee charged in respect of the securities of the Terminating Fund that
they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace. Further, the Continuing Fund has delivered stronger long term performance than the
Terminating Fund. Lastly, some investors of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is lower than the management fee charged in respect of the securities
of the Terminating Fund that they currently hold.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby
provided notice that the Terminating Fund will be wound up on or about June 12, 2017.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
64
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Westwood Global Equity Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI
Westwood Global Equity Fund is to
ensure long-term capital growth. The
Fund will invest directly or indirectly in
a portfolio comprised mainly of equity
securities of companies located around
the world.
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI Westwood
Global Equity Fund aims to achieve
long-term capital growth by investing
primarily in a portfolio of equity
securities of companies from all
capitalization and located around the
world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
The portfolio manager of the Fund may
invest up to 30% of the net assets of the
Fund in securities of mutual funds
managed by the Manager or by third
parties, including exchange traded funds
that are index participation units. When
selecting units of underlying funds for
the Fund, the portfolio manager assesses
their ability to generate sustainable and
optimal risk-adjusted returns. When
selecting securities for the Fund, the
portfolio manager uses an extensive
database to screen for liquidity and
evidence and/or potential for positive
economic profit for each security. Based
on key metrics, the portfolio manager
determines the country allocation
weights. Thereafter, fundamental
research is conducted to identify stocks
with sustainable earning growth
prospects not recognized by the market
and which are trading at attractive
valuations. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange-traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
65
Fund NBI Westwood Global Equity Fund NBI Global Equity Fund
repurchase and reverse repurchase
transactions to improve its performance.
As a result of the fact that both the Continuing Fund and the Terminating Fund’s investment objective is to
ensure long-term capital growth through investing in a portfolio of global equities, the Manager believes
that a reasonable person would consider the investment objectives of these Funds to be substantially similar.
The portfolio manager of the Terminating Fund is Westwood International Advisors Inc. and the portfolio
manager of the Continuing Fund is Fiera Capital Corporation. Fiera Capital Corporation will continue to
be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $11.1 million
and the net assets of the Continuing Fund were $836.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00%
(Advisor-2)3
0.22% 0.22%
(Advisor-2)3
2.48% N/A3
Investor
Series
2.00% 2.00%
(Investor-2)3
0.22% 0.22%
(Investor-2)3
2.48% N/A3
Series F 0.90% 0.75%
(F-2)3
0.22% 0.22%
(F-2)3
1.29% N/A3
Series O N/A N/A 0.02% 0.02% 0.02% 0.02%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
66
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as or lower than the management fee charged in respect
of their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI EUROPEAN EQUITY FUND INTO NBI GLOBAL EQUITY FUND
(applicable to securityholders of NBI European Equity Fund)
General
The Manager is seeking approval from securityholders of NBI European Equity Fund for the Merger of this
Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the Terminating
Fund are entitled to vote on the proposed Merger because applicable securities legislation requires the
Manager to seek approval from securityholders of the Terminating Fund in connection with a Merger. If
approved, the Merger will become effective on or about May 19, 2017. The Manager will have the
discretion to postpone implementation of the Merger until a later date (which shall be no later than August
31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating Fund
or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger of
these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
primarily in equity securities and aim to achieve long-term capital growth. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is the
same as the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as
separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater
value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing
Fund may benefit from its larger profile in the marketplace. Investors will also receive securities of the
Continuing Fund that have an administration fee that is lower than the administration fee charged in respect
of the securities of the Terminating Fund that they currently hold. Further, the Continuing Fund has
67
delivered stronger long term performance than the Terminating Fund. Lastly, following the Merger,
investors will benefit by the broader investment approach offered by the Continuing Fund.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI European Equity Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI
European Equity Fund is to achieve
capital appreciation and, as a secondary
objective, to earn income. To meet the
objectives, the Fund invests primarily in
securities of companies located or doing
business in Europe.
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI European
Equity Fund is actively managed. The
Fund invests primarily in companies
with principal business activities in
Europe and seeks stability by investing
in a diversified portfolio of mainly equity
securities across European markets. The
Fund may also invest in American
Depositary Receipts (ADRs) and Global
Depositary Receipts (GDRs). When
choosing foreign securities for this Fund,
the portfolio manager carries out a
macroeconomic analysis to determine
which regions of Europe and which
economic sectors will perform well. The
portfolio manager seeks undervalued
shares in every sector, and also considers
the quality and liquidity of the securities.
The portfolio manager uses an extensive
database to screen securities in order to
select the best companies in the
European markets. The portfolio
manager of the Fund may invest
approximately 45% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties, including exchange
traded funds. The criteria used for
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange-traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
68
Fund NBI European Equity Fund NBI Global Equity Fund
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
strategy. The Fund has a relatively high
portfolio turnover rate, increasing trading
costs and the possibility of taxable gains
for investors.
While both the Terminating Fund and the Continuing Fund aim to achieve capital growth, as a result of the
fact that the secondary focus of the Terminating Fund is on income and the fact that the Terminating Fund’s
portfolio is comprised primarily of companies located in or doing business in Europe, while the Continuing
Fund has a broader global focus, the Manager believes that a reasonable person would consider the
investment objectives of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities
and aim to achieve long-term capital growth.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $29.7 million
and the net assets of the Continuing Fund were $836.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00%
(Advisor-2)3
0.24% 0.22%
(Advisor-2)3
2.49% N/A3
Investor
Series
2.00% 2.00%
(Investor-2)3
0.24% 0.22%
(Investor-2)3
2.49% N/A3
69
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Series F 0.75% 0.75%
(F-2)3
0.24% 0.22%
(F-2)3
1.05% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is lower than the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI ASIA PACIFIC FUND INTO NBI GLOBAL EQUITY FUND
(applicable to securityholders of NBI Asia Pacific Fund)
General
The Manager is seeking approval from securityholders of NBI Asia Pacific Fund for the Merger of this
Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the Terminating
Fund are entitled to vote on the proposed Merger because applicable securities legislation requires the
Manager to seek approval from securityholders of the Terminating Fund in connection with a Merger. If
approved, the Merger will become effective on or about May 19, 2017. The Manager will have the
discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
in primarily in equity securities and aim to achieve long-term capital growth. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is the
same as the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
70
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as
separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater
value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing
Fund may benefit from its larger profile in the marketplace. Investors will also receive securities of the
Continuing Fund that have an administration fee that is lower than the administration fee charged in respect
of the securities of the Terminating Fund that they currently hold. Further, the Continuing Fund has
delivered stronger long term performance than the Terminating Fund. Lastly, following the Merger,
investors will benefit by the broader investment approach offered by the Continuing Fund.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Asia Pacific Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI Asia
Pacific Fund is to achieve long-term
capital growth through investment in a
portfolio of equity securities of
companies located (or that have their
principal business activities) in Asia or
the Pacific Rim region.
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI Asia Pacific
Fund may invest in equities in any or all
of Japan, Australia, New Zealand, Hong
Kong, India, South Korea, Malaysia,
Thailand, Singapore, the Philippines,
Indonesia, Taiwan and the Republic of
China and other countries in the Pacific
Rim region or companies that have their
principal business activities in those
countries. The Fund may also invest in
American Depositary Receipts (ADRs)
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
71
Fund NBI Asia Pacific Fund NBI Global Equity Fund
and Global Depositary Receipts (GDRs).
The portfolio manager of the Fund may
invest approximately 45% of the net
assets of the Fund in securities of
underlying mutual funds managed by the
Manager or by third parties, including
exchange-traded funds. The criteria used
for selecting underlying fund securities
are the same as the criteria used for
selecting other types of securities. When
choosing securities for this Fund, the
portfolio manager carries out a
macroeconomic analysis to determine
which markets and economic sectors will
perform well. The portfolio manager
seeks undervalued shares in every sector,
and also considers the quality and
liquidity of the securities. The portfolio
manager uses an extensive database to
screen securities in order to select the
best companies in the Asia Pacific
markets. The Fund may use derivatives
to implement the investment strategy and
to manage risks. The Fund may enter
into securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange-traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital growth, as a
result of the fact that the Terminating Fund’s portfolio is comprised primarily of companies located in Asia
or the Pacific Rim region, while the Continuing Fund may invest in any geographical region, the Manager
believes that a reasonable person would consider the investment objectives of these Funds to be less than
substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities
and aim to achieve long term capital growth.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $35.0 million
and the net assets of the Continuing Fund were $836.9 million.
72
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00%
(Advisor-2)3
0.29% 0.22%
(Advisor-2)3
2.54% N/A3
Investor
Series
2.00% 2.00%
(Investor-2)3
0.29% 0.22%
(Investor-2)3
2.54% N/A3
Series F 0.75% 0.75%
(F-2)3
0.29% 0.22%
(F-2)3
1.10% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is lower than the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI JAPANESE EQUITY FUND INTO NBI GLOBAL EQUITY FUND
(applicable to securityholders of NBI Japanese Equity Fund)
General
The Manager is seeking approval from securityholders of NBI Japanese Equity Fund for the Merger of this
Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the Terminating
Fund are entitled to vote on the proposed Merger because applicable securities legislation requires the
Manager to seek approval from securityholders of the Terminating Fund in connection with a Merger. If
approved, the Merger will become effective on or about May 19, 2017. The Manager will have the
discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
73
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
primarily in equity securities and aim to achieve long term capital growth. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is the
same as the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as
separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater
value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing
Fund may benefit from its larger profile in the marketplace. Investors will also receive securities of the
Continuing Fund that have an administration fee that is lower than the administration fee charged in respect
of the securities of the Terminating Fund that they currently hold. Further, the Continuing Fund has
delivered stronger long term performance than the Terminating Fund. Lastly, following the Merger,
investors will benefit by the broader investment approach offered by the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby
provided notice that the Terminating Fund will be wound up on or about June 12, 2017.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Japanese Equity Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI
Japanese Equity Fund is to achieve long-
term capital growth primarily through
investment in securities of Japanese
issuers. The Fund invests mainly in
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
74
Fund NBI Japanese Equity Fund NBI Global Equity Fund
common shares of Japanese issuers and
issuers that have a significant business
presence in Japan.
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI Japanese
Equity Fund may invest in securities of
firms of all sizes and may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
The portfolio manager has a growth bias
for the Fund and uses a bottom-up
investment approach. The portfolio
manager of the Fund may invest
approximately 40% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties, including exchange-
traded funds. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange-traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital growth, as a
result of the fact that the Terminating Fund’s portfolio is comprised primarily of companies located in Japan
and issuers that have a significant business presence in Japan, while the Continuing Fund may invest in any
geographical region, the Manager believes that a reasonable person would consider the investment
objectives of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities
and aim to achieve long term capital growth.
75
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $7.0 million
and the net assets of the Continuing Fund were $836.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00%
(Advisor-2)3
0.29% 0.22%
(Advisor-2)3
2.53% N/A3
Investor
Series
2.00% 2.00%
(Investor-2)3
0.29% 0.22%
(Investor-2)3
2.53% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is lower than the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI GLOBAL SMALL CAP FUND INTO NBI GLOBAL EQUITY FUND
(applicable to securityholders of NBI Global Small Cap Fund)
General
The Manager is seeking approval from securityholders of NBI Global Small Cap Fund for the Merger of
this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the
76
Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
primarily in equity securities and aim to achieve long term capital growth. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is the
same as the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as
separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater
value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing
Fund may benefit from its larger profile in the marketplace. Investors will also receive securities of the
Continuing Fund that have an administration fee that is lower than the administration fee charged in respect
of the securities of the Terminating Fund that they currently hold. Further, the Continuing Fund has
delivered stronger long term performance than the Terminating Fund. Lastly, following the Merger,
investors will benefit by the broader investment approach offered by the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby
provided notice that the Terminating Fund will be wound up on or about June 12, 2017.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
77
Fund NBI Global Small Cap Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI Global
Small Cap Fund is to achieve long-term
capital appreciation primarily by
investing in equities of smaller
companies with market capitalization of
less than US$2 billion. The Fund will
primarily invest in developed markets
but may also invest in emerging markets.
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI Global Small
Cap Fund will primarily invest in more
developed markets such as North
America, Europe, Japan and Australia,
but may also invest in the emerging
markets of Asia, Latin America, Eastern
Europe and Africa. Using a bottom-up
investment approach, the portfolio
manager will select companies that have
the best combination of relative
valuation, growth potential, competitive
positioning and management ability.
The portfolio manager of the Fund may
invest approximately 45% of the net
assets of the Fund in securities of
underlying mutual funds managed by the
Manager or by third parties, including
exchange-traded funds. The criteria used
for selecting underlying fund securities
are the same as the criteria used for
selecting other types of securities. The
Fund may invest in exchange-traded
funds that are index participation units.
The Fund may also invest in American
Depositary Receipts (ADRs) and Global
Depositary Receipts (GDRs). The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital appreciation
by investing in equities, as a result of the fact that the Terminating Fund seeks to invest in companies with
a market capitalization of less than US$2 billion, while the Continuing Fund does not have any market
78
capital constraint, the Manager believes that a reasonable person would consider the investment objectives
of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities
and aim to achieve long term capital growth.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $19.1 million
and the net assets of the Continuing Fund were $836.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00%
(Advisor-2)3
0.29% 0.22%
(Advisor-2)3
2.56% N/A3
Investor
Series
2.00% 2.00%
(Investor-2)3
0.29% 0.22%
(Investor-2)3
2.56% N/A3
Series F 0.75% 0.75%
(F-2)3
0.29% 0.22%
(F-2)3
1.20% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is lower than the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
79
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI SCIENCE AND TECHNOLOGY FUND INTO NBI GLOBAL EQUITY FUND
(applicable to securityholders of NBI Science and Technology Fund)
General
The Manager is seeking approval from securityholders of NBI Science and Technology Fund for the Merger
of this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the
Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation
requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a
Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have
the discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
in global equity securities. In exchange for their current securities, investors will receive securities of the
Continuing Fund that have a management fee that is the same as the management fee charged in respect of
the securities of the Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as
separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater
value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing
Fund may benefit from its larger profile in the marketplace. Investors will also receive securities of the
Continuing Fund that have an administration fee that is lower than the administration fee charged in respect
of the securities of the Terminating Fund that they currently hold. Lastly, following the Merger, investors
will benefit by the broader investment approach offered by the Continuing Fund.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
80
Fund NBI Science and Technology Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI Science
and Technology Fund is to aggressively
seek capital appreciation for investors
over the long term (greater than five
years) primarily by investing in global
companies whose activities are partially
focused on scientific and technological
research.
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI Science and
Technology Fund will endeavour to
maximize returns by investing in a
diversified portfolio of companies in
industries including but not limited to the
telecommunications, biotechnology,
environmental technology, health care
and computer industries. The portfolio
manager primarily uses a growth style
and bottom-up approach, focusing on
company and security specific
characteristics to select portfolio
investments for the Fund. The portfolio
manager of the Fund may invest
approximately 40% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties, including exchange-
traded funds. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange-traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital growth, as a
result of the fact that the Terminating Fund seeks to primarily invest in global companies whose activities
81
are partially focused on scientific and technological research, while the Continuing Fund can invest in any
industry, the Manager believes that a reasonable person would consider the investment objectives of these
Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in global equity
securities.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $64.9 million
and the net assets of the Continuing Fund were $836.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00%
(Advisor-2)3
0.24% 0.22%
(Advisor-2)3
2.48% N/A3
Investor
Series
2.00% 2.00%
(Investor-2)3
0.24% 0.22%
(Investor-2)3
2.48% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and
reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it
does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the
Continuing Fund that have a management fee that is the same as the management fee charged in respect of
their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is lower than the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
82
MERGER OF NBI HEALTH SCIENCES FUND INTO NBI GLOBAL EQUITY FUND
(applicable to securityholders of NBI Health Sciences Fund)
General
The Manager is seeking approval from securityholders of NBI Health Sciences Fund for the Merger of this
Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the Terminating
Fund are entitled to vote on the proposed Merger because applicable securities legislation requires the
Manager to seek approval from securityholders of the Terminating Fund in connection with a Merger. If
approved, the Merger will become effective on or about May 12, 2017. The Manager will have the
discretion to postpone implementation of the Merger until a later date (which shall be no later than
August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating
Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger
of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
primarily in global equity securities and aim to achieve long term capital growth. In exchange for their
current securities, investors will receive securities of the Continuing Fund that have a management fee that
is the same as the management fee charged in respect of the securities of the Terminating Fund that they
currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as
separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater
value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing
Fund may benefit from its larger profile in the marketplace. Additionally, following the Merger, investors
will benefit by the broader investment approach offered by the Continuing Fund.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
83
Fund NBI Health Sciences Fund NBI Global Equity Fund
Investment
Objectives
The investment objective of NBI Health
Sciences Fund is to seek long-term
capital appreciation by investing
primarily in global equity securities of
companies that develop, produce or
distribute products or services related to
health care.
The investment objective of NBI Global
Equity Fund is to achieve long-term
capital growth. It builds a diversified
portfolio of common and preferred
shares listed on recognized stock
exchanges.
Investment
Strategies
To meet its objective, NBI Health
Sciences Fund will target dynamically
managed, innovative companies. The
portfolio manager will aim to blend well-
established health care firms with faster-
growing, more dynamic entities. Well-
established health care companies
typically provide liquidity and earnings
potential for the portfolio and represent
core holdings in the Fund. The
industries include, but are not limited to,
medical equipment or supplies,
pharmaceuticals, health care facilities,
biotechnology and applied research and
development of new products or
services, managed care and health
insurance companies. The remainder of
the portfolio consists of faster-growing,
more dynamic health care companies,
which have new products or are
increasing the market share of existing
products. The portfolio manager
primarily uses a growth style and a
bottom-up approach, focusing on
company and security specific
characteristics to select portfolio
investments for the Fund. The portfolio
manager of the Fund may invest
approximately 40% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties, including exchange
traded funds. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
To meet its objective, NBI Global Equity
Fund invests its assets in equity
securities of corporations located around
the world. The Fund may also invest in
American Depositary Receipts (ADRs)
and Global Depositary Receipts (GDRs).
When choosing securities for this Fund,
the portfolio manager first carries out a
macroeconomic analysis to determine
which regions and economic sectors will
perform well. The portfolio manager of
the Fund may invest approximately 45%
of the net assets of the Fund in securities
of underlying mutual funds managed by
the Manager or by third parties,
including exchange traded funds. The
criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies in global markets. The Fund
may use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
84
Fund NBI Health Sciences Fund NBI Global Equity Fund
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital appreciation,
as a result of the fact that the Terminating Fund seeks to primarily invest in global equity securities of
companies that develop, produce or distribute products or services related to health care, while the
Continuing Fund can invest in any industry, the Manager believes that a reasonable person would consider
the investment objectives of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in global equity
securities and aim to achieve long term capital growth.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $30.6 million
and the net assets of the Continuing Fund were $836.9 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.25% 2.25% 0.24% 0.24% 2.78% 2.85%
Investor
Series
2.25% 2.25% 0.24% 0.24% 2.78% 2.85%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
85
As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that
a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI ENERGY FUND INTO NBI RESOURCE FUND
(applicable to securityholders of NBI Energy Fund)
General
The Manager is seeking approval from securityholders of NBI Energy Fund for the Merger of this
Terminating Fund into NBI Resource Fund, the Continuing Fund. Securityholders of the Terminating Fund
are entitled to vote on the proposed Merger because applicable securities legislation requires the Manager
to seek approval from securityholders of the Terminating Fund in connection with a Merger. If approved,
the Merger will become effective on or about May 12, 2017. The Manager will have the discretion to
postpone implementation of the Merger until a later date (which shall be no later than August 31, 2017) or
to not proceed with the Merger if it is considered in the best interests of the Terminating Fund or its
investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these
Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
in primarily in equity securities and aim to achieve long term capital growth. In exchange for their current
securities, investors will receive securities of the Continuing Fund that have a management fee that is lower
than the management fee charged in respect of the securities of the Terminating Fund that they currently
hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace. Investors will also receive securities of the Continuing Fund that have a management fee that
is lower than the management fee charged in respect of the securities of the Terminating Fund that they
currently hold. Lastly, there is a significant overlap between the portfolio holdings of the Terminating Fund
and the portfolio holdings of the Continuing Fund.
86
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Energy Fund NBI Resource Fund
Investment
Objectives
The investment objective of NBI Energy
Fund is to provide maximum capital
appreciation by investing in Canadian
and global companies primarily engaged
in the exploration, production,
transportation and distribution of all
forms of energy and companies that
support them.
The investment objective of NBI
Resource Fund is to achieve capital
growth primarily by investing in equities
of Canadian natural resource companies
and companies that support resource
companies.
Investment
Strategies
To meet its objective, NBI Energy Fund
invests primarily in equity securities of
Canadian and global companies engage
in the exploration, production,
transportation and distribution of all
forms of energy, as well as companies
engaged in energy related activities, such
as pipelines, utilities and manufacturing.
The Fund will also invest in alternative
energy opportunities such as companies
engaged in developing fuel cells, solar
energy, biofuels, and wind platforms.
The Fund’s equity investments may
include Canadian and foreign income
trust units, Canadian and foreign
common shares, Canadian and foreign
preferred shares and exchange-traded
funds. Up to approximately 30% of the
Fund’s assets may be invested in foreign
securities. The Fund may also invest in
investment grade corporate bonds rated
BBB- or higher by Standard & Poor’s
Ratings Services (Canada) or other
designated rating organizations. The
portfolio manager uses a combination of
growth and value styles to select
portfolio investments for the Fund. The
portfolio manager of the Fund may
invest approximately 40% of the net
assets of the Fund in securities of
To meet its objective, NBI Resource
Fund invests in companies that engage in
natural resource activities, such as
mining, oil and gas, energy, forest
products, water resources and fishing and
companies that support those industries.
The portfolio manager uses a
combination of growth and value styles
and a mix of investment strategies to
select portfolio investments for the Fund.
The Fund may invest in income trusts
and in foreign securities, in a manner
consistent with the Fund’s investment
objective. Up to approximately 30% of
the Fund’s assets may be invested in
foreign securities. The portfolio
manager of the Fund may invest
approximately 45% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
invest in exchange-traded funds managed
by third parties, including exchange-
traded funds that utilize leverage in an
attempt to magnify returns, but will not
invest in exchange traded funds whose
reference index is based, directly or
87
Fund NBI Energy Fund NBI Resource Fund
underlying mutual funds managed by the
Manager or by third parties. The criteria
used for selecting underlying fund
securities are the same as the criteria
used for selecting other types of
securities. The Fund may invest in
exchange-traded funds that are not
managed by the Manager or an affiliate
or associate of the Manager. When
selecting an exchange-traded fund to
invest in, the portfolio manager will
consider the degree of exposure to the
sector that the exchange-traded fund will
provide to the Fund, the performance of
the exchange-traded fund and the
expense to the Fund relating to the
investment in the exchange-traded fund.
The Fund may use derivatives to
implement the investment strategy and to
manage risks. The Fund may enter into
securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
indirectly through a derivate or
otherwise, on a physical commodity
other than gold. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
While both Funds have the objective of capital growth, as a result of the fact that the Terminating Fund
invests primarily in Canadian and global energy companies and companies that support them, while the
Continuing Fund invests more broadly in Canadian natural resource companies and companies that support
resource companies, the Manager believes that a reasonable person would consider the investment
objectives of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities and aim to achieve long term capital growth.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $13.4 million
and the net assets of the Continuing Fund were $72.6 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
88
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.15% 2.00% 0.23% 0.23% 2.65% 2.47%
Investor
Series
2.15% 2.00% 0.23% 0.23% 2.65% 2.47%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
As a result of the Merger, securityholders of the Terminating Fund will receive securities in the Continuing
Fund that have a management fee that is lower than the management fee charged in respect of their securities
of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive securities of the
Continuing Fund that have an administration fee that is the same as the administration fee that is charged
in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a reasonable person
would consider the fee structures of the Terminating Fund and the Continuing Fund to be substantially
similar.
MERGER OF NBI PRECIOUS METALS FUND INTO NBI RESOURCE FUND
(applicable to securityholders of NBI Precious Metals Fund)
General
The Manager is seeking approval from securityholders of NBI Precious Metals Fund for the Merger of this
Terminating Fund into NBI Resource Fund, the Continuing Fund. Securityholders of the Terminating Fund
are entitled to vote on the proposed Merger because applicable securities legislation requires the Manager
to seek approval from securityholders of the Terminating Fund in connection with a Merger. If approved,
the Merger will become effective on or about May 12, 2017. The Manager will have the discretion to
postpone implementation of the Merger until a later date (which shall be no later than August 31, 2017) or
to not proceed with the Merger if it is considered in the best interests of the Terminating Fund or its
investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these
Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest
in equity securities and aim to achieve long term capital growth . In exchange for their current securities,
investors will receive securities of the Continuing Fund that have a management fee that is the same as the
management fee charged in respect of the securities of the Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
89
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as
separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater
value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing
Fund may benefit from its larger profile in the marketplace. Lastly, the Continuing Fund has delivered
stronger long term performance than the Terminating Fund.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Precious Metals Fund NBI Resource Fund
Investment
Objectives
The investment objective of NBI
Precious Metals Fund is to achieve long-
term growth through investment
primarily in securities of companies or
securities whose value is dependent upon
the value of gold, silver, platinum and
palladium (“Precious Metals”) or
strategic metals (such as rhodium,
titanium, chromium, cobalt and iridium)
or strategic minerals or diamonds.
The investment objective of NBI
Resource Fund is to achieve capital
growth primarily by investing in equities
of Canadian natural resource companies
and companies that support resource
companies.
Investment
Strategies
To meet its objective, NBI Precious
Metals Fund invests mainly in Canadian
and foreign companies engaged in the
exploration for, or the mining,
production or distribution of Precious
Metals. The portfolio manager seeks
undervalued shares in every sector, and
also considers the quality and liquidity of
the securities. The portfolio manager
uses an extensive database to screen
securities in order to select the best
companies. The Fund may also invest
directly in Precious Metals by buying
To meet its objective, NBI Resource
Fund invests in companies that engage in
natural resource activities, such as
mining, oil and gas, energy, forest
products, water resources and fishing and
companies that support those industries.
The portfolio manager uses a
combination of growth and value styles
and a mix of investment strategies to
select portfolio investments for the Fund.
The Fund may invest in income trusts
and in foreign securities, in a manner
consistent with the Fund’s investment
90
Fund NBI Precious Metals Fund NBI Resource Fund
bullion, coins or certificates and other
evidences of purchase. Up to
approximately 30% of the Fund’s assets
may be invested in foreign securities.
The portfolio manager of the Fund may
invest approximately 40% of the net
assets of the Fund in securities of
underlying mutual funds managed by the
Manager or by third parties. The criteria
used for selecting underlying fund
securities are the same as the criteria
used for selecting other types of
securities. The Fund may invest in
exchange-traded funds managed by third
parties, including exchange-traded funds
that utilize leverage in an attempt to
magnify returns, but will not invest in
exchange traded funds whose reference
index is based, directly or indirectly
through a derivative or otherwise, on a
physical commodity other than gold.
The Fund may use derivatives to
implement the investment strategy and to
manage risks. The Fund may enter into
securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
objective. Up to approximately 30% of
the Fund’s assets may be invested in
foreign securities. The portfolio
manager of the Fund may invest
approximately 45% of the net assets of
the Fund in securities of underlying
mutual funds managed by the Manager
or by third parties. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
invest in exchange-traded funds managed
by third parties, including exchange-
traded funds that utilize leverage in an
attempt to magnify returns, but will not
invest in exchange traded funds whose
reference index is based, directly or
indirectly through a derivate or
otherwise, on a physical commodity
other than gold. The Fund may use
derivatives to implement the investment
strategy and to manage risks. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable gains for
investors.
While both Funds have the objective of capital growth, as a result of the fact that the Terminating Fund
aims to invest primarily in securities of Canadian or foreign companies or securities whose value is
dependent on the value of Precious Metals, strategic metals or strategic minerals or diamonds, while the
Continuing Fund invests more broadly in Canadian natural resource companies and companies that support
resource companies, the Manager believes that a reasonable person would consider the investment
objectives of these Funds to be less than substantially similar.
However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities
and aim to achieve long term capital growth.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $36.2 million
and the net assets of the Continuing Fund were $72.6 million.
91
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
2.00% 2.00% 0.23% 0.23% 2.46% 2.47%
Investor
Series
2.00% 2.00% 0.23% 0.23% 2.46% 2.47%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
As a result of the Merger, securityholders of the Terminating Fund will receive securities in the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a
reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI U.S. GROWTH & INCOME PRIVATE PORTFOLIO INTO
NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO
(applicable to securityholders of NBI U.S. Growth & Income Private Portfolio)
General
The Manager is seeking approval from securityholders of NBI U.S. Growth & Income Private Portfolio for
the Merger of this Terminating Fund into NBI U.S. High conviction Equity Private Portfolio, the
Continuing Fund. Securityholders of the Terminating Fund are entitled to vote on the proposed Merger
because applicable securities legislation requires the Manager to seek approval from securityholders of the
Terminating Fund in connection with a Merger. If approved, the Merger will become effective on or about
May 12, 2017. The Manager will have the discretion to postpone implementation of the Merger until a
later date (which shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered
in the best interests of the Terminating Fund or its investors. Following the Merger, the Terminating Fund
will be wound up. The proposed Merger of these Funds is also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the investment objectives and strategies of the Continuing Fund, as both the
92
Terminating Fund and Continuing Fund aim to provide long-term capital growth through a portfolio
consisting primarily of common shares of U.S. companies. In exchange for their current securities,
investors will receive securities of the Continuing Fund that have a management fee and administration fee
that is the same as the management fee and administration fee charged in respect of the securities of the
Terminating Fund that they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby
provided notice that the Terminating Fund will be wound up on or about June 12, 2017.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
93
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI U.S. Growth & Income Private
Portfolio
NBI U.S. High Conviction Equity
Private Portfolio
Investment
Objectives
The investment objective of NBI U.S.
Growth & Income Private Portfolio is to
provide long-term capital growth. The
Fund invests, directly or through
investments in securities of other mutual
funds, in a portfolio consisting primarily
of common shares of U.S. companies
that provide a combination of capital
growth and dividend income.
The investment objective of NBI U.S.
High Conviction Equity Private Portfolio
is to provide long-term capital growth.
The Fund invests directly, or through
investments in securities of other mutual
funds, in a portfolio consisting primarily
of common shares of U.S. companies
selected using a high conviction
investment approach.
Investment
Strategies
To meet its objective, NBI U.S. Growth
& Income Private Portfolio invests in a
portfolio consisting primarily of common
shares of U.S. companies that provide
investors with a combination of capital
appreciation and dividend income. The
portfolio manager seeks to choose high
quality companies in the principal
sectors of the U.S. economy, while
paying particular attention to risk
management. The portfolio manager of
the Fund may invest up to 100% of the
net assets of the Fund in securities of
mutual funds managed by the Manager
or by third parties, including exchange-
traded funds. The criteria used for
selecting underlying fund securities are
the same as the criteria used for selecting
other types of securities. The Fund may
use derivatives to implement the
investment strategy and to manage risks.
The Fund may enter into securities
lending, repurchase and reverse
repurchase transactions to improve its
performance. The Fund has a relatively
high portfolio turnover rate, increasing
trading costs and the possibility of
taxable gains for investors.
To meet its objective, NBI U.S. High
Conviction Equity Private Portfolio
invests in a portfolio consisting primarily
of common shares of U.S. large
capitalization companies. The Fund may
also invest in preferred shares, in
common shares of companies doing
business in the U.S. and in American
Depositary Receipts (ADRs) and Global
Depositary Receipts (GDRs). The
portfolio manager uses a mix of
strategies to select portfolio investments
for the Fund. The portfolio manager
seeks undervalued shares in every sector,
and also considers the quality and
liquidity of the securities. The portfolio
manager relies on its convictions to
select portfolio securities. In applying
this high conviction investment
approach, the sector and geographic
allocation and weighting of each security
present in the portfolio are based on the
convictions of the portfolio manager,
without regard to the content of the
reference indices for the type of fund.
The portfolio manager of the Fund may
invest up to 100% of the net assets of the
Fund in securities of mutual funds
managed by the Manager or by third
parties, including exchange-traded funds.
The criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The Fund may use derivatives
94
Fund NBI U.S. Growth & Income Private
Portfolio
NBI U.S. High Conviction Equity
Private Portfolio
to implement the investment strategy and
to manage risks. The Fund may enter
into securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
As a result of the fact that both the Terminating Fund and Continuing Fund aim to provide long-term capital
growth through a portfolio consisting primarily of common shares of U.S. companies, the Manager believes
that a reasonable person would consider the investment objectives of these Funds to be substantially similar.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $25.8 million
and the net assets of the Continuing Fund were $512.1 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
1.60% 1.60% 0.15% 0.15% 1.96% 1.99%
Series F 0.45% 0.45% 0.15% 0.15% 0.68% 0.68%
Series
F5
0.45% 0.45% 0.15% 0.15% 0.68% 0.65%
Series
T5
1.60% 1.60% 0.15% 0.15% 2.01% 1.98%
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
95
costs associated with compliance with any new governmental or regulatory requirement introduced after May 14, 2015 in the case
of the Terminating Fund and after May 21, 2015 in the case of the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
As a result of the Merger, securityholders of the Terminating Fund will receive securities in the Continuing
Fund that have a management fee that is the same as the management fee charged in respect of their
securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a
reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar.
MERGER OF NBI CURRENCY-HEDGED U.S. HIGH CONVICTION EQUITY PRIVATE
PORTFOLIO INTO NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO
(applicable to securityholders of NBI Currency-Hedged U.S. High Conviction Equity Private
Portfolio)
General
The Manager is seeking approval from securityholders of NBI Currency-Hedged U.S. High Conviction
Equity Private Portfolio for the Merger of this Terminating Fund into NBI U.S. High conviction Equity
Private Portfolio, the Continuing Fund. Securityholders of the Terminating Fund are entitled to vote on the
proposed Merger because applicable securities legislation requires the Manager to seek approval from
securityholders of the Terminating Fund in connection with a Merger. If approved, the Merger will become
effective on or about May 12, 2017. The Manager will have the discretion to postpone implementation of
the Merger until a later date (which shall be no later than August 31, 2017) or to not proceed with the
Merger if it is considered in the best interests of the Terminating Fund or its investors. Following the
Merger, the Terminating Fund will be wound up. The proposed Merger of these Funds is also subject to
regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the investment objectives and strategies of the Continuing Fund. In exchange for
their current securities, investors will receive securities of the Continuing Fund that have a management fee
that is the same as the management fee charged in respect of the securities of the Terminating Fund that
they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
96
marketplace. Some investors will also receive securities of the Continuing Fund that have a management
fee that is lower than the management fee charged in respect of the securities of the Terminating Fund that
they currently hold. Moreover, there is a significant overlap between the portfolio holdings of the
Terminating Fund and the portfolio holdings of the Continuing Fund. Lastly, investors in the Terminating
Fund will continue to have the same currency exposure as they currently do in the Terminating Fund as
they will be merging into a currency hedged series of the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby
provided notice that the Terminating Fund will be wound up on or about June 12, 2017.
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Currency-Hedged U.S. High
Conviction Equity Private Portfolio
NBI U.S. High Conviction Equity
Private Portfolio
Investment
Objectives
The investment objective of NBI
Currency-Hedged U.S. High Conviction
Equity Private Portfolio is to provide
long-term capital growth, while
minimizing exposure to fluctuations in
the value of the U.S. dollar against the
Canadian dollar. The Fund invests
directly, or through investments in
securities of other mutual funds, in a
portfolio composed mainly of common
shares of U.S. companies selected using
a high conviction approach. The fund
will also use derivatives to minimize
currency risk.
The investment objective of NBI U.S.
High Conviction Equity Private Portfolio
is to provide long-term capital growth.
The Fund invests directly, or through
investments in securities of other mutual
funds, in a portfolio consisting primarily
of common shares of U.S. companies
selected using a high conviction
investment approach.
Investment
Strategies
To meet its objective, NBI Currency-
Hedged U.S. High Conviction Equity
Private Portfolio invests in a portfolio
composed mainly of common shares of
U.S. large capitalization companies. The
Fund may also invest in preferred shares,
in common shares of companies doing
business in the U.S. and in American
Depositary Receipts (ADRs) and Global
Depositary Receipts (GDRs). The
portfolio manager uses a mix of
To meet its objective, NBI U.S. High
Conviction Equity Private Portfolio
invests in a portfolio consisting primarily
of common shares of U.S. large
capitalization companies. The Fund may
also invest in preferred shares, in
common shares of companies doing
business in the U.S. and in American
Depositary Receipts (ADRs) and Global
Depositary Receipts (GDRs). The
portfolio manager uses a mix of
97
Fund NBI Currency-Hedged U.S. High
Conviction Equity Private Portfolio
NBI U.S. High Conviction Equity
Private Portfolio
strategies to select portfolio investments
for the Fund. The portfolio manager
seeks undervalued shares in every sector,
and also considers the quality and
liquidity of the securities. The portfolio
manager relies on its convictions to
select portfolio securities. In applying
this high conviction investment
approach, the sector and geographic
allocation and weighting of each security
present in the portfolio are based on the
convictions of the portfolio manager,
without regard to the content of the
reference indices for the type of fund.
The portfolio manager of the Fund may
invest up to 100% of the net assets of the
Fund in securities of mutual funds
managed by the Manager or by third
parties, including exchange-traded funds.
The criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The Fund may use derivatives
to implement the investment strategy and
to manage risks. The Fund engages in
currency management strategies to hedge
against the risk of currency fluctuations
between the Canadian dollar and the U.S.
dollar. The Fund may enter into
securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
strategies to select portfolio investments
for the Fund. The portfolio manager
seeks undervalued shares in every sector,
and also considers the quality and
liquidity of the securities. The portfolio
manager relies on its convictions to
select portfolio securities. In applying
this high conviction investment
approach, the sector and geographic
allocation and weighting of each security
present in the portfolio are based on the
convictions of the portfolio manager,
without regard to the content of the
reference indices for the type of fund.
The portfolio manager of the Fund may
invest up to 100% of the net assets of the
Fund in securities of mutual funds
managed by the Manager or by third
parties, including exchange-traded funds.
The criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The Fund may use derivatives
to implement the investment strategy and
to manage risks. The Fund may enter
into securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
The investment objectives and strategies of the Terminating Fund and the Continuing Fund are identical,
but for the fact that the Terminating Fund seeks to minimize exposure to fluctuations in the value of the
U.S. dollar against the Canadian dollar. The Manager proposes to merge Terminating Fund investors into
H Series or FH Series securities of the Continuing Fund which will be similarly hedged to minimize
exposure to fluctuations in the value of the U.S. dollar against the Canadian dollar and, as a result, the
Manager believes that a reasonable person would consider the investment objectives of these Funds to be
substantially similar. H Series and FH Series, which will be New Series, will include prospectus disclosure
that the prior consent of securityholders of H Series and FH Series will be sought before the Manager
changes the hedging of such series.
98
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $3.0 million
and the net assets of the Continuing Fund were $512.1 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
1.70% 1.55%
(H)3
0.15% 0.15%
(H)3
2.13% N/A3
Series F 0.55% 0.55%
(FH)3
0.15% 0.15%
(FH)3
0.81% N/A3
PW
Series
0.31% 0.31%
(PWH)3 0.15% 0.15%
(PWH)3
0.67% N/A3
PWO
Series
N/A N/A
(PWOH)3
0.15% 0.15%
(PWOH)3
0.32% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after May 12, 2016 in the case
of the Terminating Fund and after May 21, 2015 in the case of the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers. As this series will be newly created, it does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities in the Continuing
Fund that have a management fee that is the same as or lower than the management fee charged in respect
of their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive
securities of the Continuing Fund that have an administration fee that is the same as the administration fee
that is charged in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a
reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to
be substantially similar. The simplified prospectus of the Funds will include disclosure in respect of the
New Series of the Continuing Fund, which will be a hedged series, that prior approval of securityholders
of the hedged New Series will be obtained before the currency hedging strategy of such series is changed.
99
MERGER OF NBI CURRENCY-HEDGED INTERNATIONAL HIGH CONVICTION EQUITY
PRIVATE PORTFOLIO INTO NBI INTERNATIONAL HIGH CONVICTION
EQUITY PRIVATE PORTFOLIO
(applicable to securityholders of NBI Currency-Hedged International High Conviction Equity
Private Portfolio)
General
The Manager is seeking approval from securityholders of NBI Currency-Hedged International High
Conviction Equity Private Portfolio for the Merger of this Terminating Fund into NBI International High
Conviction Equity Private Portfolio, the Continuing Fund. Securityholders of the Terminating Fund are
entitled to vote on the proposed Merger because applicable securities legislation requires the Manager to
seek approval from securityholders of the Terminating Fund in connection with a Merger. If approved, the
Merger will become effective on or about May 12, 2017. The Manager will have the discretion to postpone
implementation of the Merger until a later date (which shall be no later than August 31, 2017) or to not
proceed with the Merger if it is considered in the best interests of the Terminating Fund or its investors.
Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these Funds is
also subject to regulatory approval.
As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are
substantially similar to the investment objectives and strategies of the Continuing Fund. In exchange for
their current securities, investors will receive securities of the Continuing Fund that have a management fee
that is the same as the management fee charged in respect of the securities of the Terminating Fund that
they currently hold.
By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the
Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See
“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax
consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”
below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,
Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.
Benefits of this Merger
As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to
securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will
eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the
Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the
Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio
diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the
marketplace. Some investors will also receive securities of the Continuing Fund that have a management
fee that is lower than the management fee charged in respect of the securities of the Terminating Fund that
they currently hold. Lastly, there is a significant overlap between the portfolio holdings of the Terminating
Fund and the portfolio holdings of the Continuing Fund. Lastly, investors in the Terminating Fund will
continue to have the same currency exposure as they currently do in the Terminating Fund as they will be
merging into a currency hedged series of the Continuing Fund.
If the Merger is Not Approved
If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby
provided notice that the Terminating Fund will be wound up on or about June 12, 2017.
100
Recommendation
The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.
Investment Objectives and Strategies
The investment objectives and primary investment strategies of the Funds are as follows:
Fund NBI Currency-Hedged International
High Conviction Equity Private
Portfolio
NBI International High Conviction
Equity Private Portfolio
Investment
Objectives
The investment objective of NBI
Currency-Hedged International High
Conviction Equity Private Portfolio is to
provide long-term capital growth, while
minimizing exposure to fluctuations in
the value of foreign currencies against
the Canadian dollar. The Fund invests
directly, or through investments in
securities of other mutual funds, in a
portfolio composed mainly of common
shares of companies located outside of
North America selected using a high
conviction approach. The Fund will also
use derivatives to minimize currency
risk.
The investment objective of NBI
International High Conviction Equity
Private Portfolio is to provide long-term
capital growth. The Fund invests,
directly or through investments in
securities of other mutual funds, in a
portfolio comprised primarily of
common shares of companies located
outside of North America selected using
a high conviction investment approach.
Investment
Strategies
To meet its objective, NBI Currency-
Hedged International High Conviction
Equity Private Portfolio invests in a
geographically diversified portfolio
consisting primarily of common shares
of medium and large capitalization
companies located outside of North
America. The Fund may also invest in
common and preferred shares of U.S.
companies, preferred shares of
companies located outside North
America and American Depositary
Receipts (ADRs) and Global Depositary
Receipts (GDRs). The portfolio manager
conducts a macroeconomic analysis to
determine which geographic regions and
sectors of the economy will produce
good returns. The portfolio manager
seeks undervalued shares in every sector,
and also considers the quality and
liquidity of the securities. The portfolio
To meet its objective, NBI International
High Conviction Equity Private Portfolio
invests in a geographically diversified
portfolio consisting primarily of common
shares of medium and large
capitalization companies located outside
of North America. The Fund may also
invest in common and preferred shares of
U.S. companies, preferred shares of
companies located outside North
America and American Depositary
Receipts (ADRs) and Global Depositary
Receipts (GDRs). The portfolio manager
conducts a macroeconomic analysis to
determine which geographic regions and
sectors of the economy will produce
good returns. The portfolio manager
seeks undervalued shares in every sector,
and also considers the quality and
liquidity of the securities. The portfolio
manager relies on its convictions to
101
Fund NBI Currency-Hedged International
High Conviction Equity Private
Portfolio
NBI International High Conviction
Equity Private Portfolio
manager relies on its convictions to
select portfolio securities. In applying
this high conviction investment
approach, the sector and geographic
allocation and weighting of each security
present in the portfolio are based on the
convictions of the portfolio manager,
without regard to the content of the
reference indices for the type of fund.
The portfolio manager of the Fund may
invest up to 100% of the net assets of the
Fund in securities of underlying funds
managed by the Manager or by third
parties, including exchange-traded funds.
The criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The Fund may use derivatives
to implement the investment strategy and
to manage risks. The Fund engages in
currency management strategies to hedge
against the risk of currency fluctuations
between the Canadian dollar and the
various foreign currencies. The Fund
may enter into securities lending,
repurchase and reverse repurchase
transactions to improve its performance.
The Fund has a relatively high portfolio
turnover rate, increasing trading costs
and the possibility of taxable income or
taxable gains for investors.
select portfolio securities. In applying
this high conviction investment
approach, the sector and geographic
allocation and weighting of each security
present in the portfolio are based on the
convictions of the portfolio manager,
without regard to the content of the
reference indices for the type of fund.
The portfolio manager of the Fund may
invest up to 100% of the net assets of the
Fund in securities of underlying funds
managed by the Manager or by third
parties, including exchange-traded funds.
The criteria used for selecting underlying
fund securities are the same as the
criteria used for selecting other types of
securities. The Fund may use derivatives
to implement the investment strategy and
to manage risks. The Fund may enter
into securities lending, repurchase and
reverse repurchase transactions to
improve its performance. The Fund has
a relatively high portfolio turnover rate,
increasing trading costs and the
possibility of taxable gains for investors.
The investment objectives and strategies of the Terminating Fund and the Continuing Fund are identical
but for the fact that the Terminating Fund seeks to minimize exposure to fluctuations in the value of foreign
currencies against the Canadian dollar. The Manager proposes to merge Terminating Fund investors into H
Series or FH Series securities of the Continuing Fund which will be similarly hedged to minimize exposure
to fluctuations in the value of foreign currencies against the Canadian dollar and, as a result, the Manager
believes that a reasonable person would consider the investment objectives of these Funds to be
substantially similar. H Series and FH Series, which will be New Series, will include prospectus disclosure
that the prior consent of securityholders of H Series and FH Series will be sought before the Manager
changes the hedging of such series.
The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and
Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.
102
Comparison of Fund Size, Management Fee and Expenses
As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $13.9 million
and the net assets of the Continuing Fund were $269.3 million.
Holders of securities of each applicable series of the Terminating Fund will receive securities of the
equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table
below. The annual management fee, annual fixed administration fee and management expense ratio of each
applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.
Management Fee per
Annum
Administration Fee per
Annum(1)
MER(2)
Series Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing
Fund
Terminating
Fund
Continuing Fund
Advisor
Series
1.70% 1.55%
(H)3
0.15% 0.15%
(H)3
2.09% N/A3
Series F 0.55% 0.55%
(FH)3
0.15% 0.15%
(FH)3
0.77% N/A3
PW
Series
0.31% 0.31%
(PWH)3
0.15% 0.15%
(PWH)3
0.66% N/A3
PWO
Series
N/A N/A
(PWOH)3 0.15% 0.15%
(PWOH)3
0.31% N/A3
(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs
and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members
and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC
members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and
costs associated with compliance with any new governmental or regulatory requirement introduced after May 12, 2016 in the case
of the Terminating Fund and after May 21, 2015 in the case of the Continuing Fund.
(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.
(3) This series will be created to facilitate the Mergers. As this series will be newly created, it does not yet have a MER.
As a result of the Merger, securityholders of the Terminating Fund will receive securities in the Continuing
Fund that have a management fee that is the same as or lower than the management fee charged in respect
of their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will
receive securities of the Continuing Fund that have an administration fee that is the same as the
administration fee that is charged in respect of their securities of the Terminating Fund. It is the Manager’s
opinion that a reasonable person would consider the fee structures of the Terminating Fund and the
Continuing Fund to be substantially similar.
AMENDMENT TO THE BY-LAWS OF THE TERMINATING CORPORATE FUNDS
At the Meeting, shareholders of each Terminating Corporate Fund will be asked to consider and, if deemed
advisable, confirm an amendment passed by the board of directors of the Terminating Corporate Fund (the
“By-Law Amendment”) to the by-laws of the Terminating Corporate Fund (the “By-Laws”). The By-
103
Law Amendment permits the Terminating Corporate Funds to offer shareholders the option to receive
certain notices or documents by electronic means in order to reduce printing and postage costs.
Pursuant to exemptive relief granted by the Autorité des marchés financiers on September 8, 2016 (the
“Notice-and-Access Relief”), all investment funds managed by the Manager, including the Terminating
Corporate Funds, have been permitted to provide shareholders with a notice-and-access document and
follow the notice-and-access procedures (“Notice and Access”) in a manner analogous to the “notice-and-
access” procedures set forth in National Instrument 54-101 – Communications with Beneficial Owners of
Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51-102 – Continuous Disclosure
Obligations (“NI 51-102”). Notice and Access allows reporting issuers to post Meeting Materials (as
defined below) on a website instead of having to mail materials to registered securityholders and to
beneficial securityholders.
Notice and Access may be used to provide access to the notice of meeting, information circular, and such
other materials as may be permitted under securities laws (collectively the “Meeting Materials”) by
posting such materials on System for Electronic Document Analysis and Retrieval (“SEDAR”) and on a
non-SEDAR website (such as the Manager’s website), and concurrently posting and sending to
securityholders a Notice and Access document together with a form of proxy (for registered
securityholders), or applicable voting instruction form (for beneficial securityholders) (the “Notice
Package”), rather than delivering such materials by mail. Notice and Access is available for all meetings,
including special meetings. Shareholders of the Terminating Corporate Funds will still be entitled to request
delivery of paper copies of the Meeting Materials at no expense. The Terminating Corporate Funds have
used Notice and Access for the purposes of providing the Meeting Materials to shareholders for the
Meeting.
The Manager anticipates that Notice and Access will substantially reduce both postage and material costs
and also will promote environmental responsibility by decreasing the large volume of paper documents
generated by printing Meeting Materials. While the boards of directors of the Terminating Corporate Funds
have already approved the By-Law Amendment, under applicable corporate law the Terminating Corporate
Funds must seek shareholder approval of the By-Law Amendment at the next meeting of shareholders. At
the Meeting, the shareholders of the Terminating Corporate Funds will be asked to consider and, if deemed
advisable, to confirm, by ordinary resolution, the adoption of the By-Law Amendment, as set out in
Schedule B to this Information Circular.
BUSINESS OF THE ANNUAL MEETING FOR THE TERMINATING CORPORATE FUNDS
Audited Financial Statements and Independent Auditors’ Report
The audited financial statements of each of the Terminating Corporate Funds and the respective
independent auditors’ reports for the fiscal year ended December 31, 2016 will be sent to shareholders not
later than April 19, 2017 in accordance with Section 159(1) of the CBCA.
Election of Directors
Pursuant to the articles of each of the Terminating Corporate Funds, the Board of Directors (each, a
“Board”) of each Terminating Corporate Fund consists of a minimum of three members and a maximum
of ten members. The number of directors within such range is determined from time to time by the Board
of each Terminating Corporate Fund. The number of directors to be elected at the Meeting in respect of
each Terminating Corporate Funds is five.
Mr. Joe Nakhle, a director of each Terminating Corporate Fund since September 2, 2015, tendered his
resignation to the respective Boards on August 9, 2016. Each of the Boards filled the vacancy left by the
104
departure of Mr. Nakhle by appointing Mr. Patrick Loranger on August 9, 2016. Mr. Loranger is soliciting
his first election as director of each of the Terminating Corporate Funds.
Unless the form of proxy specifies that the rights relating to the securities it represents should be withheld
from voting in respect of the election of directors or unless someone other than the persons named in the
form of proxy is appointed as proxyholder, the proxyholders designated in the form of proxy intend to vote
FOR the election of the director nominees whose names are set forth below. All the director nominees are
current members of the Board and have been since the date indicated.
Each director elected at the Meeting will hold office until the next annual meeting of securityholders of
each Terminating Corporate Fund, or until his or her respective successor is duly elected or appointed in
accordance with applicable laws and the by-laws of each Terminating Corporate Fund.
National Bank Dividend Income Fund Inc.
The following table lists information about the director nominees for National Bank Dividend Income Fund
Inc.
Director Nominee Position Principal Occupation For the
Past Five Years
Director
since
Securities held1
as at March 13,
2017
Richard Cooper
Quebec,
Canada
Director and
Chairman of the
Board
(Independent)
Consultant to financial companies
in mergers and acquisitions
June
2004
-
The Giang Diep
Quebec,
Canada
Director and
Chief Financial
Officer
Senior Manager, Fund
Administration, National Bank of
Canada. Previously, Manager of
Review, Support and Taxation
Unit, National Bank of Canada
January
2015
-
David M. McEntyre
Quebec,
Canada
Director
(Independent)
Retired. Previously, Director,
Windermere Capital Fund SPC
February
2016
-
Patrick Loranger
Quebec,
Canada
Director Senior Advisor, Investment
Solutions, National Bank of
Canada. Previously, AVP,
Investment and Mutual Funds,
Laurentian Bank; Manager, Retail
Investment Products, Standard
Life; Senior Consultant, Mutual
Fund, Standard Life
August
2016
-
Tina Tremblay-
Girard
Quebec,
Canada
Director and
President and
Chief Executive
Officer
Senior Manager, Administration
and Business Initiatives, National
Bank of Canada and Vice-
President, Administration and
Strategy for the Manager.
Previously, Senior Advisor,
National Bank of Canada and
Assistant Chief Financial Officer
for the Manager
June
2015
124
1 Securities of National Bank Dividend Income Fund Inc. beneficially owned or controlled
To the knowledge of National Bank Dividend Income Fund Inc., no director nominee for election to the
Board is, at the date of this Information Circular, or has been, within 10 years before the date of the
Information Circular, a director, chief executive officer or chief financial officer of any company, including
105
National Bank Dividend Income Fund Inc., that was subject to an order that was issued while the director
nominee was acting in the capacity as director, chief executive officer or chief financial officer, or was
subject to an order that was issued after the director nominee ceased to be a director, chief executive officer
or chief financial officer and which resulted from an event that occurred while that person was acting in the
capacity as director, chief executive officer or chief financial officer.
To the knowledge of National Bank Dividend Income Fund Inc., no director nominee for election to the
Board is, at the date of the Information Circular, or has been within 10 years before the date of the Circular,
a director or executive officer of any company, including National Bank Dividend Income Fund Inc., that,
while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity,
became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject
to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver
manager or trustee appointed to hold its assets.
In addition, to the knowledge of National Bank Dividend Income Fund Inc., no director nominee for
election to the Board has, within the 10 years before the date of the Information Circular, become bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or
instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager
or trustee appointed to hold its assets.
Furthermore, to the knowledge of National Bank Dividend Income Fund Inc., no director nominee for
election to the Board has been subject to any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority, or has entered into a settlement agreement with a
securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court
or regulatory body that would likely be considered important to a reasonable securityholder in deciding
whether to vote for a director nominee.
The following table lists the directors and executive officers of National Bank Dividend Income Fund Inc.
including the province in which they live and their positions with the corporation.
Name and Province of Residence Position with the Corporation
Philip Boudreau
Québec
Assistant Corporate Secretary
Martin-Pierre Boulianne
Québec
Corporate Secretary
Richard Cooper
Québec
Director and Chairman of the Board
The Giang Diep
Québec
Chief Financial Officer and Director
David M. McEntyre
Québec
Director
Caroline Moreau
Québec
Assistant Corporate Secretary
Patrick Loranger Québec
Director
Tina Tremblay-Girard Québec
President and Chief Executive Officer and Director
106
National Bank AltaFund Investment Corp.
The following table lists information about the director nominees for National Bank AltaFund Investment
Corp.
Director Nominee Position Principal Occupation for the
Past Five Years
Director
since
Securities held1
as at March 13,
2017
The Giang Diep
Quebec,
Canada
Director and
Chief Financial
Officer
Senior Manager, Fund
Administration, National Bank of
Canada. Previously, Manager of
Review, Support and Taxation
Unit, National Bank of Canada
January
2015
-
William Lyle
Hodgson
Alberta,
Canada
Director
(Independent)
President and Business
Development Consultant, Kairos
Coaching Ltd, consulting to
Murphy Oil Company Ltd.
January
2013
986
Patrick Loranger
Quebec,
Canada
Director Senior Advisor, Investment
Solutions, National Bank of
Canada. Previously, AVP,
Investment and Mutual Funds,
Laurentian Bank; Manager, Retail
Investment Products, Standard
Life; Senior Consultant, Mutual
Fund, Standard Life
August
2016
-
Tina Tremblay-
Girard
Quebec,
Canada
Director and
President and
Chief Executive
Officer
Senior Manager, Administration
and Business Initiatives, National
Bank of Canada and Vice-
President, Administration and
Strategy of the Manager.
Previously, Senior Advisor,
National Bank of Canada and
Assistant Chief Financial Officer
of the Manager
June
2015
87
Mark Wayne
Alberta,
Canada
Director
(Independent)
Vice-President, IA Securities Inc.
(formerly MBI Securities), an
investment dealer
July,
1986
47,793
1 Securities of National Bank AltaFund Investment Corp. beneficially owned or controlled
To the knowledge of National Bank AltaFund Investment Corp., no director nominee for election to the
Board is, at the date of this Information Circular, or has been, within 10 years before the date of the
Information Circular, a director, chief executive officer or chief financial officer of any company, including
National Bank AltaFund Investment Corp., that was subject to an order that was issued while the director
nominee was acting in the capacity as director, chief executive officer or chief financial officer, or was
subject to an order that was issued after the director nominee ceased to be a director, chief executive officer
or chief financial officer and which resulted from an event that occurred while that person was acting in the
capacity as director, chief executive officer or chief financial officer.
To the knowledge of National Bank AltaFund Investment Corp., except as noted below, no director
nominee for election to the Board is, at the date of the Information Circular, or has been within 10 years
before the date of the Information Circular, a director or executive officer of any company, including
National Bank AltaFund Investment Corp., that, while that person was acting in that capacity, or within a
year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation
107
relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Until June 26, 2008, Mr. Wayne was a director of Railpower Technologies Corp. On February 4, 2009, this
corporation filed for protection from its creditors. On May 29, 2009, it sold the majority of its assets to R.J.
Corman Railroad Group, LLC.
In addition, to the knowledge of National Bank AltaFund Investment Corp., no director nominee for
election to the Board has, within the 10 years before the date of the Information Circular, become bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or
instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager
or trustee appointed to hold its assets.
Furthermore, to the knowledge of National Bank AltaFund Investment Corp., no director nominee for
election to the Board has been subject to any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority, or has entered into a settlement agreement with a
securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court
or regulatory body that would likely be considered important to a reasonable securityholder in deciding
whether to vote for a director nominee.
The following table lists the directors and executive officers of National Bank AltaFund Investment Corp.
including the province in which they live and their positions with the corporation.
Name and Province of Residence Position with the Corporation
Philip Boudreau
Québec
Assistant Corporate Secretary
Martin-Pierre Boulianne
Québec
Corporate Secretary
The Giang Diep
Québec
Chief Financial Officer and Director
Mark Wayne
Alberta
Director
Caroline Moreau
Québec
Assistant Corporate Secretary
Patrick Loranger Québec
Director
Tina Tremblay-Girard Québec
President and Chief Executive Officer and President of the Board and
Director
William Lyle Hodgson
Alberta
Director
Appointment of Independent Auditors
At the Meeting, securityholders of each Terminating Corporate Fund will be asked to re-appoint Raymond
Chabot Grant Thornton LLP as independent auditors of the respective Terminating Corporate Fund for the
fiscal year starting January 1, 2017 and ending December 31, 2017 (or such earlier date if the proposal to
Merge the Terminating Corporate Fund is approved).
Raymond Chabot Grant Thornton LLP have served as independent auditors of each of the Terminating
Corporate Funds since May 27, 2011.
108
The resolution regarding the appointment of the independent auditors must be adopted by a majority of the
votes cast by the securityholders present or represented by proxy and entitled to vote at the Meeting.
Unless the form of proxy specifies that the securities it represents should be withheld from voting on the
appointment of the independent auditors or unless someone other than the persons named in the form of
proxy is appointed as proxyholder, the designated proxyholders in the accompanying form of proxy intend
to vote FOR the re-appointment of Raymond Chabot Grant Thornton LLP as independent auditors of each
Terminating Corporate Fund.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
OF THE TERMINATING CORPORATE FUNDS
Directors
Until August 9, 2016, an annual retainer of $5,000 and a meeting fee of $500 were payable to each of the
directors of each Terminating Corporate Fund (each an “Independent Director”), except for those
directors whose principal occupation is acting as management for the respective Terminating Corporate
Fund or as an employee of the National Bank Financial Group. On August 9, 2016, the Board of each
Terminating Corporate Fund amended the compensation payable to each Independent Director by
abolishing the meeting fee and adopting an annual retainer of $7,000 per year, payable to each Independent
Director.
The compensation paid to the Independent Directors of National Bank Dividend Income Fund Inc. for the
financial year ended on December 31, 2016 is detailed in the table below.
Director Annual Retainer Meeting Fees1 Attendance to
Meetings
Total
Compensation
Richard Cooper $6,000 $1,000 3/3 $7,000
David M. McEntyre $6,000 $1,000 3/3 $7,000 1 The Board held two meetings during the fiscal year ended on December 31, 2016. Following the amendment of the
compensation, no meeting fee was paid for the meeting held on August 9, 2016.
The compensation paid to the Independent Directors of National Bank AltaFund Investment Corp. for the
financial year ended on December 31, 2016 is detailed in the table below.
Director Annual Retainer Meeting Fees1 Attendance to
Meetings
Total
Compensation
William Lyle Hodgson $6,000 $1,000 3/3 $7,000
Mark Wayne $6,000 $1,000 3/3 $7,000 1 The Board held two meetings during the fiscal year ended on December 31, 2016. Following the amendment of the
compensation, no meeting fee was paid for the meeting held on August 9, 2016.
Executive Officers
Each of the Terminating Corporate Funds had two executive officers during the year ended December 31,
2016, namely, Tina Tremblay-Girard, President and Chief Executive Officer, and The Giang Diep, Chief
Financial Officer. Neither of these executive officers received any compensation from either of the
Terminating Corporate Funds for services rendered during the fiscal year ended December 31, 2016.
109
Plans
Neither of the Terminating Corporate Funds currently have any other compensation plans (including in
respect of a termination of employment or a change in responsibilities following a change of control) or
any stock option plans for its executive officers or its directors.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
OF THE TERMINATING CORPORATE FUNDS
No director or executive officer or any of their associates or affiliates is or has been indebted to either of
the Terminating Corporate Funds at any time during the fiscal year ended December 31, 2016, or as at the
date of this Information Circular.
MANAGEMENT OF THE FUNDS
Management of the Funds’ day to day affairs is the responsibility of the Manager pursuant to an amended
and restated master management agreement between the Manager and each of Natcan Trust Company as
trustee of each of the Trust Funds other than the Private Portfolios, National Bank Trust Inc. as trustee of
each of the Private Portfolios and the Terminating Corporate Funds. The Funds pay fees to the Manager for
the services provided to the Funds.
The head office of the Manager is located at 1100 Robert-Bourassa Boulevard, 10th Floor, Montréal,
Quebec, H3B 2G7.
The financial year end of the Funds is December 31. The auditor of NBI Asset Allocation Fund, NBI U.S.
High Conviction Equity Private Portfolio and NBI International High Conviction Equity Private Portfolio
is Deloitte LLP and the auditor of the other Funds is Raymond Chabot Grant Thornton LLP.
The aggregate management fees (exclusive of GST and HST) paid to the Manager during the period from
the beginning of the most recently completed financial year of the Funds to March 13, 2017 (i.e. the period
from January 1, 2016 to March 13, 2017) by each Fund in respect of all of series of securities were as
follows:
Name of Fund
Management Fees
Paid During the
Financial Year
Ended
December 31,
2016
Management Fees
Paid During the
Period
January 1, 2017 to
March 13, 2017
NBI Long Term Bond Fund $ 1,293,440.58 $ 237,342.04
NBI U.S. $ Global Tactical Bond Fund $ 169,040.95 $ 31,920.03
NBI Monthly Secure Income Fund $ 453,877.40 $ 78,752.22
NBI Monthly Conservative Income Fund $ 1,341,309.22 $ 243,033.48
NBI Monthly Moderate Income Fund $ 1,199,806.62 $ 217,405.44
NBI Monthly Balanced Income Fund $ 2, 420,111.27 $ 454,002.15
NBI Monthly Growth Income Fund $ 205,199.19 $ 39,382.06
NBI Monthly Equity Income Fund $ 91,434.67 $ 18,286.63
National Bank Dividend Income Fund Inc. $ 1,126,808.78 $ 231,673.52
NBI Asset Allocation Fund $ 782,645.23 $ 155,986.62
NBI High Dividend Fund $ 2,797,271.81 $ 375,432.36
National Bank AltaFund Investment Corp. $ 676,090.28 $ 139,277.40
NBI Westwood Global Dividend Fund $ 642,484.86 $ 121,272.98
110
Name of Fund
Management Fees
Paid During the
Financial Year
Ended
December 31,
2016
Management Fees
Paid During the
Period
January 1, 2017 to
March 13, 2017
NBI Westwood Global Equity Fund $ 50,318.46 $ 10,132.78
NBI European Equity Fund $ 685,509.92 $ 125,050.68
NBI Asia Pacific Fund $ 771,477.88 $ 153,574.97
NBI Japanese Equity Fund $ 183,462.35 $ 31,447.62
NBI Global Small Cap Fund $ 467,975.51 $ 87,489.12
NBI Science and Technology Fund $ 1,088,555.39 $ 234,173.28
NBI Health Sciences Fund $ 793,547.94 $ 146,266.46
NBI Energy Fund $ 336,387.12 $ 68,360.99
NBI Precious Metals Fund $ 874,225.53 $ 169,360.95
NBI U.S. Growth & Income Private Portfolio $ 185,130.65 $ 39,526.36
NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio $ 4,199.11 $ 2,177.46
NBI Currency-Hedged International High Conviction Equity Private
Portfolio
$ 5,002.42 $ 4,526.93
The following table lists the directors and executive officers of the Manager including the province in which
they live and their positions with the Manager.
Name and Province of
Residence
Position with the Manager
Geneviève Beauchamp Québec
Chief Compliance Officer
Philip Boudreau
Québec
Assistant Corporate Secretary
Martin-Pierre Boulianne
Québec
Corporate Secretary
Marie Brault Québec
Vice-President, Legal Services
Bianca Dupuis
Québec
Officer responsible for approval of publicity and Director
Jonathan Durocher Québec
President, Chief Executive Officer, Chairman of the Board and Director
Diane Giard
Québec
Executive Vice-President and Chief of Distribution
Joe Nakhle Québec
General Manager, Investment Solutions and Director
Nancy Paquet
Québec
Officer responsible for financial planning and Director
Sébastien René Québec
Chief Financial Officer
Annamaria Testani Québec
Vice-President, National Sales
Tina Tremblay-Girard Québec
Vice-President, Administration and Strategy, and Director
111
None of the directors and executive officers of the Manager have been indebted to or have had any
transaction or arrangement with any of the Terminating Funds during the fiscal year ended December 31,
2016.
In addition to the directors and executive officers of the Manager and the Terminating Funds, as of March
13, 2017, NBI Science and Technology Fund is considered an insider of NBI Health Sciences Fund because
it owned more than 10% of the securities of NBI Health Sciences Fund, NBI U.S. Bond Private Portfolio
is considered an insider of NBI U.S. $ Global Tactical Bond Fund because it owned more than 10% of the
securities of NBI U.S. $ Global Tactical Bond Fund, 9254-6969 Quebec Inc., 9254-7421 Quebec Inc., 9254-
7470 Quebec Inc. and 9256-1000 Quebec Inc. are considered insiders of NBI Currency-Hedged U.S. High
Conviction Equity Private Portfolio because they each owned more than 10% of the securities of NBI
Currency-Hedged U.S. High Conviction Equity Private Portfolio, National Bank Financial Inc. and
National Bank Financial Ltd. are considered insiders of NBI U.S. Growth & Income Private Portfolio
because they each owned more than 10% of the securities of NBI U.S. Growth & Income Private Portfolio,
National Bank Financial Inc. and NBI Monthly Balanced Income Fund are considered insiders of NBI
Westwood Global Dividend Fund because they each owned more than 10% of the securities of NBI
Westwood Global Dividend Fund, and NBI Asset Allocation Fund and the National Bank of Canada are
considered insiders of NBI Westwood Global Equity Fund because they each owned more than 10% of the
securities of NBI Westwood Global Equity Fund. In making these determinations, the Manager has not
included securities held in the Advisor Series and F Series of NBI Long Term Bond Fund and NBI Asset
Allocation Fund, Advisor Series of National Bank AltaFund Investment Corp., F5 Series and T5 Series of
NBI Westwood Global Dividend Fund and Investor Series and R Series of NBI U.S. $ Global Tactical
Bond Fund (collectively, the “Terminating Series”) which will be terminating on or about May 11, 2017.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy are officers and/or employees of the Manager. You have
the right to appoint some other person (who need not be an investor of a Terminating Fund) to attend or act
on your behalf at the Meeting by striking out the printed names and inserting the name of such other person
in the blank space provided in the form of proxy, or by completing another proxy in the proper form. To
be valid, proxies must be mailed, or deposited with, Computershare Investor Services Inc., 8th Floor, 100
University Avenue, Toronto, Ontario M5J 2Y1 or be faxed to 1-866-249-7775 / 416-263-9524 in each case
so as to arrive no later than two business days before the start of the Meeting (i.e. by 5:00 p.m. on Monday,
May 8, 2017) or any adjourned, postponed or continued Meeting.
If you give a proxy, you may revoke it in relation to any matter, provided a vote has not already been taken
on that matter. You can revoke your proxy by:
completing and signing a proxy bearing a later date and depositing it as described above;
depositing a written revocation executed by you, or by your attorney who you have authorized in
writing to act on your behalf, at the above address at any time up to and including the last business
day preceding the day of the Meeting, or any postponement(s), adjournment(s) or continuance(s),
at which the proxy is to be used, or with the chair of the Meeting prior to the beginning of the
Meeting on the day of the Meeting or any postponements(s), adjournment(s) or continuance(s); or
any other manner permitted by law.
112
EXERCISE OF DISCRETION BY PROXIES
The management representatives designated in the enclosed form of proxy will vote the securities for which
they are appointed proxy in accordance with your instructions as indicated on the form of proxy. In the
absence of such direction, such securities will be voted by the management representatives IN
FAVOUR of the resolutions set out in Schedule “A” to this Information Circular.
The enclosed form of proxy confers discretionary authority on the designated management representatives
relating to amendments to or variations of matters identified in the Notice attached to this Information
Circular and relating to other matters that may properly come before the Meeting. At the date of this
Information Circular, the Manager does not know of any such amendments, variations or other matters.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Each of the Terminating Corporate Funds has one class of shares that is divided into series, the number of
shares of each series being unlimited in number. Each of the Terminating Trust Funds is organized as a
trust and each Terminating Trust Fund is divided into series with an unlimited number of units.
As at the close of business on March 13, 2017, or in the case of NBI High Dividend Fund as at the close of
business on March 24, 2017, the Terminating Funds had the following number of issued and outstanding
securities for each series identified below:
113
Fund
Number of Securities Issued and Outstanding
Investor
Series
Advisor
Series
F R FT F5 T T5 O
NBI Long Term Bond Fund
5,058,281.2149
NBI U.S. $ Global Tactical Bond
Fund
199,164.6531 1,033,128.2724 277,198.2959 1,284,060.4874
NBI Monthly Secure Income Fund 2,300,568.6062 669,929.5446
NBI Monthly Conservative Income
Fund 6,528,695.5357 2,006,985.2305
NBI Monthly Moderate Income Fund 4,754,372.6597 1,509,115.3033
NBI Monthly Balanced Income Fund 9,651,502.7173 684,878.6462 76,965.0967 1,541,133.8903
NBI Monthly Growth Income Fund 626,625.7579 205,043.4610
NBI Monthly Equity Income Fund 246,737.6970 140,333.4354
National Bank Dividend Income Fund
Inc. 15,947,973.7708
NBI Asset Allocation Fund 3,948,217.6698
NBI High Dividend Fund 324,115.85 2,894,485.92 380,940.87 154.71
National Bank AltaFund Investment
Corp. 698,899.2391
114
Fund
Number of Securities Issued and Outstanding
Investor
Series
Advisor
Series
F R FT F5 T T5 O
NBI Westwood Global Dividend
Fund 4,132.5645 1,133,091.7163 1,245,345.7739 2,219,029.7536
NBI Westwood Global Equity Fund 6,422.9018 86,190.0984 175,163.5865 604,854.4463
NBI European Equity Fund 1,150,222.7785 56,682.3025 132,968.3447
NBI Asia Pacific Fund 1,422,852.9822 16,816.4740 23,662.6110
NBI Japanese Equity Fund 961,890.6023 62,539.9358
NBI Global Small Cap Fund 1,511,304.9994 19,704.5360 9,522.5100
NBI Science and Technology Fund 2,929,562.2829 36,602.1552
NBI Health Sciences Fund 943,724.9100 37,911.6466
NBI Energy Fund 713,339.5202 109,434.0690
NBI Precious Metals Fund 2,482,268.7285 250,882.2695
NBI U.S. Growth & Income Private
Portfolio 471,880.5313 1,550,624.7747 154,023.2038 11,081.7731
NBI Currency-Hedged U.S. High
Conviction Equity Private Portfolio 44,087.9308 217,830.8421
NBI Currency-Hedged International
High Conviction Equity Private
Portfolio 9,081.7916 1,225,313.9167
115
Securityholders of the Terminating Funds are entitled to one vote for each whole security held and no votes
for fractions of a security.
The Manager, on behalf of Natcan Trust Company as trustee of each of the Terminating Trust Funds other
than the Private Portfolios and on behalf of National Bank Trust Inc. as trustee for the Private Portfolios,
and the Boards of Directors of the Terminating Corporate Funds have fixed March 24, 2017 to be the date
for determining which investors of the Funds are entitled to receive notice of the Meeting and to vote.
The quorum requirement for each of the Terminating Funds is set out above under the heading “Required
Securityholder Approval”.
To the knowledge of the directors and executive officers of the Manager, as of the close of business on
March 13, 2017, or in the case of NBI High Dividend Fund as of the close of business on March 24, 2017,
no person or company beneficially owns, directly or indirectly, or exercises control or direction over, more
than 10% of the voting rights attached to the securities of any series of a Terminating Fund entitled to be
voted at the Meeting except as follows1:
Investor Name Fund Series Type of
ownership
Number of
securities
% of series
of Issued
and
Outstanding
securities
NBI U.S. Bond Private
Portfolio
NBI U.S. $ Global
Tactical Bond Fund O
Corporation
1,283,924.33 99.99%
NBI Asset Allocation
Fund
NBI Westwood Global
Equity Fund O
Corporation
604,747.70 99.98%
National Bank of Canada
NBI Westwood Global
Equity Fund F
Corporation
159,171.85 90.87%
National Bank Financial
Inc.
NBI Westwood Global
Dividend Fund F
Corporation
613,640.09 49.27%
John Speer
NBI Global Small Cap
Fund F
Individual
4,260.00 44.74%
Jonathan Gravel
NBI Westwood Global
Equity Fund Investor
Individual
2,618.02 40.76%
Daniel Molina
NBI U.S. $ Global
Tactical Bond Fund T
Individual
108,502.79 39.14%
Andylan Inc.
NBI U.S. $ Global
Tactical Bond Fund F
Corporation
76,792.10 38.56%
National Bank
Investments Inc.
NBI Monthly Equity
Income Fund R
Corporation
53,374.40 38.03%
National Bank Financial
Inc.
NBI U.S. Growth &
Income Private Portfolio F
Corporation
581,059.97 37.47%
Bryan Shone
NBI Science and
Technology Fund Advisor
Individual
10,956.32 29.93%
Peter Spelliscy NBI Asia Pacific Fund F
Individual
6,653.61 28.12%
1 The Terminating Series have been excluded from this table.
116
Investor Name Fund Series Type of
ownership
Number of
securities
% of series
of Issued
and
Outstanding
securities
Robert-Hugo Gendron,
M.D. Inc.
NBI Currency-Hedged
U.S. High Conviction
Equity Private Portfolio
Advisor
Corporation
11,764.42 26.68%
Jean-Guy Touchette
NBI U.S. Growth &
Income Private Portfolio T5
Individual
2,726.10 24.60%
NBI Monthly Balanced
Income Fund
NBI Westwood Global
Dividend Fund O
Corporation
524,967.41 23.66%
Man Hi Liang
NBI Monthly Growth
Income Fund R
Individual
47,608.39 23.22%
Diane Labrecque
NBI Global Small Cap
Fund F
Individual
2,030.58 21.32%
Groupe Rahma-BB Inc.
NBI U.S. $ Global
Tactical Bond Fund F
Corporation
40,518.15 20.34%
NBI Science and
Technology Fund
NBI Health Sciences
Fund Investor
Corporation
191,692.68 20.33%
Dale Henley
NBI Currency-Hedged
International High
Conviction Equity
Private Portfolio
Advisor
Individual
1,838.24 20.24%
Khean Tang
NBI Westwood Global
Equity Fund Investor
Individual
1,289.13 20.07%
John Comper NBI Asia Pacific Fund Advisor
Individual
3,300.37 19.63%
Jens Ole Hansen
NBI European Equity
Fund Advisor
Individual
10,716.85 18.91%
National Bank Financial
Ltd.
NBI U.S. Growth &
Income Private Portfolio F
Corporation
280,327.60 18.08%
John Baltus
NBI Global Small Cap
Fund F
Individual
1,681.39 17.66%
Daniel Mark McAreavey
NBI U.S. $ Global
Tactical Bond Fund F
Individual
34,309.56 17.23%
9254-6969 Quebec Inc.
NBI Currency-Hedged
U.S. High Conviction
Equity Private Portfolio
F
Corporation
35,545.74 16.32%
9254-7421 Quebec Inc.
NBI Currency-Hedged
U.S. High Conviction
Equity Private Portfolio
F
Corporation
35,545.74 16.32%
9254-7470 Quebec Inc.
NBI Currency-Hedged
U.S. High Conviction
Equity Private Portfolio
F
Corporation
35,545.74 16.32%
9256-1000 Quebec Inc.
NBI Currency-Hedged
U.S. High Conviction
Equity Private Portfolio
F
Corporation
35,545.74 16.32%
Joanne Tolsma
NBI Currency-Hedged
International High
Conviction Equity
Private Portfolio
Advisor
Individual
1,440.59 15.86%
117
Investor Name Fund Series Type of
ownership
Number of
securities
% of series
of Issued
and
Outstanding
securities
Barbara Tetreault
NBI Currency-Hedged
International High
Conviction Equity
Private Portfolio
Advisor
Individual
1,425.86 15.70%
Line Laramee Essiambre
NBI Currency-Hedged
U.S. High Conviction
Equity Private Portfolio
Advisor
Individual
6,889.76 15.63%
Derryl Lubell NBI Asia Pacific Fund F
Individual
3,668.38 15.50%
Vallance Investments Inc. NBI Asia Pacific Fund F
Corporation
3,521.64 14.88%
Mario Dolfato
NBI U.S. Growth &
Income Private Portfolio T5
Individual
1,629.33 14.70%
Sylvain Tetreault
NBI Currency-Hedged
International High
Conviction Equity
Private Portfolio
Advisor
Individual
1,330.80 14.65%
Imad Saba
NBI Westwood Global
Dividend Fund Investor
Individual
595.40 14.41%
1840281 Ontario Ltd.
NBI U.S. Growth &
Income Private Portfolio F5
Corporation
21,136.31 13.72%
William Galloway
NBI Monthly Balanced
Income Fund F
Individual
10,022.67 13.02%
Monique Norval
NBI U.S. $ Global
Tactical Bond Fund F
Individual
25,271.00 12.69%
Charlotte Sauvageau
NBI Japanese Equity
Fund Advisor
Individual
7,224.54 12.58%
Richard Pirio NBI Energy Fund Advisor
Individual
13,378.98 12.23%
Loic Tasse
NBI Westwood Global
Equity Fund Investor
Individual
739.28 11.51%
Sylvain Lacasse
NBI Westwood Global
Dividend Fund Investor
Individual
455.87 11.03%
Lynn Fee
NBI Currency-Hedged
International High
Conviction Equity
Private Portfolio
Advisor
Individual
989.61 10.90%
Gabriel Tourigny
NBI Westwood Global
Dividend Fund Investor
Individual
449.92 10.89%
Michel Duval
NBI U.S. Growth &
Income Private Portfolio T5
Individual
1,173.39 10.59%
Sharon Kirk
NBI Monthly Balanced
Income Fund F
Individual
8,121.14 10.55%
NBI Monthly Moderate
Income Fund
NBI Westwood Global
Dividend Fund O
Corporation
228,254.99 10.29%
National Bank
Investments Inc. NBI High Dividend Fund O
Corporation 154.71 100.00%
118
Investor Name Fund Series Type of
ownership
Number of
securities
% of series
of Issued
and
Outstanding
securities
Gestion L'Écureuil Inc. NBI High Dividend Fund Investor
Corporation 220,831.29 68.13%
1334857 Ontario Ltd. NBI High Dividend Fund F
Corporation 107,798.98 28.30%
As of the close of business on March 13, 2017, or in the case of NBI High Dividend Fund as of the close
of business on March 24, 2017, the Manager owned the following issued and outstanding securities of the
Funds that are entitled to vote at the Meeting1:
Fund Series
Number
Held
Percentage of the
Series
Percentage of the
Fund
NBI Monthly Equity Income Fund R 53,374.40 38.03% 13.79%
NBI U.S. $ Global Tactical Bond Fund F 102.69 0.05% 0.00%
NBI U.S. $ Global Tactical Bond Fund O 136.16 0.01% 0.00%
NBI Global Small Cap Fund F 100.00 1.05% 0.01%
NBI Westwood Global Equity Fund F 159,171.85 90.87% 18.24%
NBI Westwood Global Equity Fund O 106.75 0.02% 0.01%
NBI Westwood Global Dividend Fund O 108.74 0.00% 0.00%
NBI Currency-Hedged International High
Conviction Equity Private Portfolio
Advisor 104.69 1.15% 0.01%
NBI Currency-Hedged U.S. High Conviction
Equity Private Portfolio
Advisor 100.00 0.23% 0.04%
NBI High Dividend Fund O 154.71 100.00% 0.00%
Any securities of any Terminating Fund that are held by the Manager will be used for quorum purposes.
These securities will only be voted by the Manager to the extent that no other securityholder of the
applicable Terminating Fund exercises its right to vote on a resolution. Securities of any Terminating
Fund that are held by other mutual funds managed by the Manager will not be voted at the Meeting.
As of the close of business on March 13, 2017, the directors and officers of the Manager owned less than
1% of any series of any Terminating Fund. None of these individuals received any form of compensation
from the Terminating Funds and none of them was indebted to or had any transaction or arrangement with
the Terminating Funds during the most recently completed financial year of the Terminating Funds.
1 The Terminating Series have been excluded from this table.
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GENERAL
The contents of this Information Circular and the sending of it to securityholders of the Terminating Funds
have been approved by the Board of Directors of the Manager, as manager of the Terminating Funds and
on behalf of Natcan Trust Company as trustee of each Terminating Trust Fund other than the Private
Portfolios and on behalf of National Bank Trust Inc. as trustee for the Private Portfolios, and by the Boards
of Directors of the Terminating Corporate Funds.
By Order of the Board of Directors of
National Bank Investments Inc., as manager of the
Funds and on behalf of Natcan Trust Company as trustee
of each Terminating Trust Fund other than the Private
Portfolios and on behalf of National Bank Trust Inc. as
trustee for the Private Portfolios
(Signed) “Jonathan Durocher”
Name: Jonathan Durocher
Title: President and Chief Executive Officer
By Order of the Board of Directors of National Bank
AltaFund Investment Corp.
(Signed) “Tina Tremblay”
Name: Tina Tremblay
Title: President and Chief Executive Officer
By Order of the Board of Directors of National Bank
Dividend Income Fund Inc.
(Signed) “Tina Tremblay”
Name: Tina Tremblay
Title: President and Chief Executive Officer
March 27, 2017
SCHEDULE “A”
MERGER RESOLUTIONS
Resolution to merge National Bank Dividend Income Fund Inc. into NBI Dividend Fund and to
merge National Bank AltaFund Investment Corp. into NBI Canadian Equity Growth Fund
(for securityholders of National Bank Dividend Income Fund Inc. and National Bank AltaFund
Investment Corp.)
WHEREAS it is in the best interests of each Terminating Fund and each Continuing Fund and their
securityholders to merge the Terminating Fund into the Continuing Fund, as described in the management
information circular dated March 27, 2017 and to dissolve the Terminating Fund as hereinafter provided;
BE IT RESOLVED THAT:
1. the Merger of the Terminating Fund into the Continuing Fund, as described in the management
information circular dated March 27, 2017, including the investment of the Terminating Fund’s
portfolio assets in cash or in securities that meet the investment objectives of the Continuing Fund
immediately prior to the Merger, be and the same is hereby authorized and approved;
2. The Terminating Fund is hereby authorized to:
(a) sell the net assets of the Terminating Fund to the Continuing Fund in exchange for
securities of the applicable series of the Continuing Fund;
(b) distribute the securities of the Continuing Fund received by the Terminating Fund to
securityholders of the Terminating Fund in exchange for all of these securityholders’
existing securities of the Terminating Fund on a dollar-for-dollar and series-by-series basis;
(c) wind up the Terminating Fund as soon as reasonably possible following the Merger; and
(d) file articles of dissolution in the prescribed form with the Director of Corporations Canada
for the dissolution of the Terminating Fund pursuant to section 210(3) of the Canada
Business Corporations Act;
3. all amendments to any agreements to which the Corporation is a party that are required to give
effect to the matters approved in this resolution be and are hereby authorized and approved;
4. any one officer or director of National Bank Investments Inc., as manager (the “Manager”) of the
Terminating Fund and the Continuing Fund, and any one officer or director of the Terminating
Fund, be and is hereby authorized and directed, on behalf of the Terminating Fund and Continuing
Fund, to execute and deliver all such documents and do all such other acts and things as may be
necessary or desirable for the implementation of this resolution;
5. the Manager shall have the discretion to postpone implementing the Merger until a later date (which
shall be no later than August 31, 2017) if it considers such postponement to be advantageous to
either the Terminating Fund, the Continuing Fund or both, for tax or other reasons; and
6. the Manager be and is hereby authorized to revoke this resolution for any reason whatsoever in its
sole and absolute discretion, without further approval of the investors of the Terminating Fund, at
2
any time prior to the implementation of the changes described above if it is considered to be in the
best interests of the Terminating Fund or Continuing Fund and their securityholders not to proceed.
*
Resolution to merge each of the Terminating Trust Funds into its corresponding Continuing Trust
Fund (other than the High Conviction Mergers)
(for securityholders of each Terminating Trust Fund other than NBI Currency-Hedged U.S. High
Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity
Private Portfolio)
WHEREAS it is in the best interests of each Terminating Fund and its securityholders to merge the
Terminating Fund into the Continuing Fund, as described in the management information circular dated
March 27, 2017 and to wind up the Terminating Fund as hereinafter provided;
BE IT RESOLVED THAT:
1. the Merger of the Terminating Fund into the Continuing Fund, as described in the management
information circular dated March 27, 2017, including the investment of the Terminating Fund’s
portfolio assets in cash or in securities that meet the investment objectives of the Continuing Fund
immediately prior to the Merger, be and the same is hereby authorized and approved;
2. National Bank Investments Inc., as manager of the Terminating Fund (the “Manager”) and Natcan
Trust Company or National Bank Trust Inc., as applicable (the “Trustee”), as trustee of the
Terminating Fund be and is hereby authorized to:
(a) sell the net assets of the Terminating Fund to the Continuing Fund in exchange for
securities of the applicable series of the Continuing Fund;
(b) distribute the securities of the Continuing Fund received by the Terminating Fund to
securityholders of the Terminating Fund in exchange for all of these securityholders’
existing securities of the Terminating Fund on a dollar-for-dollar and series-by-series basis;
(c) wind up the Terminating Fund as soon as reasonably possible following the Merger; and
(d) amend the declaration of trust of the Terminating Fund to the extent necessary to give effect
to the foregoing;
3. all amendments to any agreements to which the Terminating Fund is a party that are required to
give effect to the matters approved in this resolution be and are hereby authorized and approved;
4. any one officer or director of the Manager and any one officer or director of the Trustee be and is
hereby authorized and directed, on behalf of the Terminating Fund, to execute and deliver all such
documents and do all such other acts and things as may be necessary or desirable for the
implementation of this resolution;
5. the Manager shall have the discretion to postpone implementing the Merger until a later date (which
shall be no later than August 31, 2017) if it considers such postponement to be advantageous to
either the Terminating Fund, the Continuing Fund or both, for tax or other reasons; and
3
6. the Manager be and is hereby authorized to revoke this resolution for any reason whatsoever in its
sole and absolute discretion, without further approval of the investors of the Terminating Fund at
any time prior to the implementation of the changes described above if it is considered to be in the
best interests of the Terminating Fund and its securityholders not to proceed.
*
Resolution to merge NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI
U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International High
Conviction Equity Private Portfolio into NBI International High Conviction Equity Private
Portfolio
(for securityholders of NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio and NBI
Currency-Hedged International High Conviction Equity Private Portfolio)
WHEREAS it is in the best interests of each Terminating Fund and its securityholders to merge the
Terminating Fund into the Continuing Fund, as described in the management information circular dated
March 27, 2017 and to wind up the Terminating Fund as hereinafter provided;
BE IT RESOLVED THAT:
1. the Merger of the Terminating Fund into the Continuing Fund, as described in the management
information circular dated March 27, 2017, including the investment of the Terminating Fund’s
portfolio assets in cash or in securities that meet the investment objectives of the Continuing Fund
immediately prior to the Merger, be and the same is hereby authorized and approved;
2. National Bank Investments Inc., as manager of the Terminating Fund (the “Manager”) and
National Bank Trust Inc. (the “Trustee”) as trustee of the Terminating Fund be and is hereby
authorized to:
(a) settle all currency forwards such that its sole investments will be the securities of the
Continuing Trust Fund and sufficient assets to satisfy its estimated liabilities, if any, as of
the effective date of the Merger;
(b) distribute a sufficient amount of the Terminating Fund’s net income and net realized capital
gains, if any, to securityholders to ensure that they will not be subject to tax for their current
tax year;
(c) distribute the securities of the Continuing Fund received by the Terminating Fund to
securityholders of the Terminating Fund in exchange for all of these securityholders’
existing securities of the Terminating Fund on a dollar-for-dollar and series-by-series basis;
(d) wind up the Terminating Fund as soon as reasonably possible following the Merger; and
(e) amend the declaration of trust of the Terminating Fund to the extent necessary to give effect
to the foregoing;
3. all amendments to any agreements to which the Terminating Fund is a party that are required to
give effect to the matters approved in this resolution be and are hereby authorized and approved;
4
4. any one officer or director of the Manager and any one officer or director of the Trustee be and is
hereby authorized and directed, on behalf of the Terminating Fund, to execute and deliver all such
documents and do all such other acts and things as may be necessary or desirable for the
implementation of this resolution;
5. the Manager shall have the discretion to postpone implementing the Merger until a later date (which
shall be no later than August 31, 2017) if it considers such postponement to be advantageous to
either the Terminating Fund, the Continuing Fund or both, for tax or other reasons; and
6. the Manager be and is hereby authorized to revoke this resolution for any reason whatsoever in its
sole and absolute discretion, without further approval of the investors of the Terminating Fund at
any time prior to the implementation of the changes described above if it is considered to be in the
best interests of the Terminating Fund and its securityholders not to proceed.
SCHEDULE “B”
RESOLUTIONS TO CONFIRM AMENDMENT TO BY-LAWS AND APPROVE BUSINESS
TRANSACTED AT THE ANNUAL MEETING OF THE TERMINATING CORPORATE FUNDS
(for securityholders of National Bank Dividend Income Fund Inc. and National Bank AltaFund
Investment Corp. only (each a “Corporation”))
BE IT RESOLVED THAT:
1. The section relating to “Service” in the by-laws of the Corporation be deleted in its entirety and the
following be substituted therefore:
“Service. Any notice or document required by the Act, the articles or the by-laws to be
sent to any shareholder or director shall be sufficiently given if delivered personally or
mailed to the shareholder at his latest address as shown on the records of the Corporation
or its transfer agent or the director at his latest address as shown in records of the
Corporation or in the last notice filed under the Act, or if delivered to the shareholder or
director by any form of electronic means permitted by the Act at the shareholder or
director’s recorded address or through the use the Notice-and-Access procedure as defined
in the exemptive relief granted by the Autorité des marchés financiers on September 8,
2016 to the Corporation. A notice or document so delivered shall be deemed to have been
given when it is delivered personally or to the recorded address as aforesaid; a notice or
document so mailed shall be deemed to have been given when the notice was properly
addressed and put into a post office or into a post office letter box; and a notice or document
so sent by any form of electronic means permitted by the Act shall be deemed to have been
given when sent.”
2. The financial statements of the Corporation for the financial period ended December 31, 2016, as
reported on by the Corporation’s auditors, are received.
3. Each of the following persons are elected as directors of the Corporation to hold office, subject to
the provisions of the Corporation's by-laws, until the next annual meeting of the Corporation or
until their respective successors have been duly elected or appointed:
For National Bank Dividend Income Fund Inc.:
Richard Cooper
The Giang Diep
David M. McEntyre
Patrick Loranger
Tina Tremblay-Girard
For National Bank AltaFund Investment Corp.:
The Giang Diep
William Lyle Hodgson
Patrick Loranger
Tina Tremblay-Girard
Mark Wayne
2
4. Raymond Chabot Grant Thornton LLP, are appointed auditors of the Corporation to hold office
until the next annual meeting of the Corporation or until their successors are appointed, at a
remuneration to be fixed by the directors, the directors being authorized to fix such remuneration.
5. Any one officer or director of the Corporation be and is hereby authorized and directed, on behalf
of the Corporation, to execute and deliver all such documents and do all such other acts and things
as may be necessary or desirable for the implementation of these resolutions.