special meetings of the following investors group …...trust mutual funds (the “unit trust...

SPECIAL MEETINGS

OF THE FOLLOWING INVESTORS GROUP UNIT TRUST MUTUAL FUNDS

INVESTORS CANADIAN BALANCED FUND INVESTORS CORE CANADIAN EQUITY FUND

IG TEMPLETON INTERNATIONAL EQUITY FUND INVESTORS INTERNATIONAL EQUITY FUND

INVESTORS GREATER CHINA FUND ALTO CONSERVATIVE PORTFOLIO

ALTO MODERATE CONSERVATIVE PORTFOLIO ALTO MODERATE PORTFOLIO

ALTO MODERATE AGGRESSIVE PORTFOLIO ALTO MODERATE AGGRESSIVE CANADA FOCUS PORTFOLIO

ALTO AGGRESSIVE PORTFOLIO ALTO AGGRESSIVE CANADA FOCUS PORTFOLIO

ALTO MONTHLY INCOME PORTFOLIO ALTO MONTHLY INCOME AND GROWTH PORTFOLIO

ALTO MONTHLY INCOME AND ENHANCED GROWTH PORTFOLIO ALLEGRO INCOME PORTFOLIO

ALLEGRO INCOME BALANCED PORTFOLIO ALLEGRO BALANCED PORTFOLIO

ALLEGRO BALANCED GROWTH PORTFOLIO ALLEGRO GROWTH PORTFOLIO

ALLEGRO MODERATE AGGRESSIVE CANADA FOCUS PORTFOLIO ALLEGRO AGGRESSIVE CANADA FOCUS PORTFOLIO

- AND -

OF THE FOLLOWING CLASSES ISSUED BY INVESTORS GROUP CORPORATE CLASS INC.

IG TEMPLETON INTERNATIONAL EQUITY CLASS INVESTORS INTERNATIONAL EQUITY CLASS

INVESTORS GREATER CHINA CLASS ALLEGRO BALANCED GROWTH CANADA FOCUS PORTFOLIO CLASS

ALLEGRO GROWTH CANADA FOCUS PORTFOLIO CLASS IG FRANKLIN BISSETT CANADIAN EQUITY CLASS

IG MACKENZIE IVY EUROPEAN CLASS INVESTORS PAN ASIAN EQUITY CLASS

To be Held August 31, 2017

TABLE OF CONTENTS

NOTICE AND SUMMARY ................................................................................................................................................. i

JOINT MANAGEMENT INFORMATION CIRCULAR....................................................................................................... 1

GENERAL INFORMATION .............................................................................................................................................. 2

PURPOSE OF THE MEETINGS ...................................................................................................................................... 3

PART A: CHANGE OF OBJECTIVES .............................................................................................................................. 5

COMPARISON OF THE MERGING FUNDS WITH THE CONTINUING FUNDS ...................................................................... 34

MERGER DETAILS ................................................................................................................................................. 36

Investors Canadian Balanced Fund into Investors Mutual of Canada........................................................ 36

Investors Core Canadian Equity Fund into IG Franklin Bissett Canadian Equity Fund.............................. 38

Investors International Equity Fund into IG Mackenzie Ivy European Fund ............................................... 40

IG Templeton International Equity Fund into IG Mackenzie Ivy European Fund ....................................... 42

Investors Greater China Fund into Investors Pan Asian Equity Fund ........................................................ 44

Alto Portfolios into Allegro Portfolios ...................................................................................................... 46-56

Canada Focus Portfolios ........................................................................................................................ 57-61

FUND MERGER STEPS .............................................................................................................................................. 62

EXCHANGE OF MERGING FUND UNITS FOR CONTINUING FUND UNITS ........................................................................ 62

INCOME TAX CONSEQUENCES OF THE MERGERS ....................................................................................................... 63

MANAGEMENT SOLICITATION OF PROXIES ................................................................................................................. 65

APPOINTMENT AND REVOCATION OF PROXIES ........................................................................................................... 65

EXERCISE OF DISCRETION BY PROXIES ..................................................................................................................... 65

VOTING YOUR UNITS OR SHARES ............................................................................................................................. 65

NON-RETAIL SERIES ................................................................................................................................................ 66

UNITS AND SHARES OF THE VOTING FUNDS ISSUED AND OUTSTANDING ................................................................... 66

PRINCIPAL SECURITYHOLDERS OF THE VOTING FUNDS .............................................................................................. 70

REDEMPTION OF UNITS OR SHARES AND DISSENT RIGHTS ......................................................................................... 70

INTEREST OF MANAGEMENT AND OTHERS IN THE MATTERS TO BE ACTED UPON ........................................................... 71

INFORMED PERSONS ............................................................................................................................................... 72

DIRECTORS AND EXECUTIVE OFFICERS OF I.G. INVESTMENT MANAGEMENT, LTD. ...................................................... 73

DIRECTORS AND EXECUTIVE OFFICERS OF INVESTORS GROUP CORPORATE CLASS INC. ............................................ 74

RESOLUTIONS TO BE CONSIDERED ........................................................................................................................... 75

DISCRETION OF MANAGEMENT................................................................................................................................. 75

RECOMMENDATIONS BY THE INDEPENDENT REVIEW COMMITTEE ............................................................................... 75

RECOMMENDATIONS ............................................................................................................................................... 75

DIRECTORS’ APPROVAL ........................................................................................................................................... 75

APPENDIX I.................................................................................................................................................................... 80

SCHEDULE A RESOLUTIONS FOR CHANGE OF OBJECTIVES PROPOSALS ........................................................ 82

SCHEDULE A-1 INVESTORS INTERNATIONAL EQUITY CLASS .............................................................................. 82

SCHEDULE A-2 IG TEMPLETON INTERNATIONAL EQUITY CLASS ........................................................................ 83

SCHEDULE A-3 INVESTORS GREATER CHINA CLASS ............................................................................................ 84

SCHEDULE A-4 IG FRANKLIN BISSETT CANADIAN EQUITY CLASS....................................................................... 85

SCHEDULE A-5 IG MACKENZIE IVY EUROPEAN CLASS ......................................................................................... 86

SCHEDULE A-6 INVESTORS PAN ASIAN EQUITY CLASS ........................................................................................ 87

SCHEDULE A-7 ALLEGRO BALANCED GROWTH CANADA FOCUS PORTFOLIO CLASS ..................................... 88

SCHEDULE A-8 ALLEGRO GROWTH CANADA FOCUS PORTFOLIO CLASS ......................................................... 89

SCHEDULE A-9 ALLEGRO INCOME PORTFOLIO ...................................................................................................... 90

SCHEDULE A-10 ALLEGRO INCOME BALANCED PORTFOLIO ............................................................................... 91

SCHEDULE A-11 ALLEGRO BALANCED PORTFOLIO ............................................................................................... 92

SCHEDULE A-12 ALLEGRO BALANCED GROWTH PORTFOLIO ............................................................................. 93

SCHEDULE A-13 ALLEGRO GROWTH PORTFOLIO .................................................................................................. 94

SCHEDULE A-14 ALTO MONTHLY INCOME PORTFOLIO ......................................................................................... 95

SCHEDULE A-15 ALTO MONTHLY INCOME AND GROWTH PORTFOLIO ............................................................... 96

SCHEDULE A-16 ALTO MOTHLY INCOME AND ENHANCED GROWTH PORTFOLIO ............................................ 97

SCHEDULE B RESOLUTIONS FOR MERGER PROPOSALS ..................................................................................... 98

SCHEDULE B-1 INVESTORS CANADIAN BALANCED FUND .................................................................................... 98

SCHEDULE B-2 INVESTORS CORE CANADIAN EQUITY FUND ............................................................................... 99

SCHEDULE B-3 INVESTORS INTERNATIONAL EQUITY FUND .............................................................................. 100

SCHEDULE B-4 IG TEMPLETON INTERNATIONAL EQUITY FUND ........................................................................ 101

SCHEDULE B-5 INVESTORS GREATER CHINA FUND ............................................................................................ 102

SCHEDULE B-6 ALTO CONSERVATIVE PORTFOLIO .............................................................................................. 103

SCHEDULE B-7 ALTO MODERATE CONSERVATIVE PORTFOLIO ........................................................................ 104

SCHEDULE B-8 ALTO MODERATE PORTFOLIO...................................................................................................... 105

SCHEDULE B-9 ALTO MODERATE AGGRESSIVE PORTFOLIO ............................................................................. 106

SCHEDULE B-10 ALTO AGGRESSIVE PORTFOLIO ................................................................................................ 107

SCHEDULE B-11 ALTO MODERATE AGGRESSIVE CANADA FOCUS PORTFOLIO ............................................. 108

SCHEDULE B-12 ALLEGRO MODERATE AGGRESIVE CANADA FOCUS PORTFOLIO ........................................ 109

SCHEDULE B-13 ALTO AGGRESSIVE CANADA FOCUS PORTFOLIO .................................................................. 110

SCHEDULE B-14 ALLEGRO AGGRESSIVE CANADA FOCUS PORTFOLIO ........................................................... 111

This is not a solicitation to purchase the securities of any mutual fund. Mutual funds are sold by prospectus only. Please read the prospectus of the mutual funds, before investing. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. There can be no assurances that the full amount of your investment in any mutual fund will be returned to you. Past performance may not be repeated. The Investors Group Funds are distributed across Canada by Investors Group Financial Services Inc., (in Québec, a financial services firm), and by Investors Group Securities Inc., (in Québec, a firm in financial planning). These documents are also available at www.sedar.com and the Investors Group website at http://www.investorsgroup.com/en/legal/proxy (or for the French language version at http://www.groupeinvestors.com/fr/juridique/procuration).

http://www.sedar.com/

http://www.investorsgroup.com/en/legal/proxy

http://www.groupeinvestors.com/fr/juridique/procuration

- i -

NOTICE OF SPECIAL MEETINGS

AND SUMMARY OF THE PROPOSALS

Investors Group is convening Special Meetings (each a “Meeting” and collectively the “Meetings”) of several of its unit trust mutual funds (the “Unit Trust Funds”) and several of the classes of Investors Group Corporate Class Inc. (the “Classes”), to consider, and if deemed advisable, to approve the following matters (referred to as “Proposals”):

1. Change of Objectives: To approve by ordinary resolution changes in the investment objectives and the fundamental investment strategies (referred to as the “Change of Objectives”) of:

PROPOSED CHANGE OF OBJECTIVES

Fund Proposed Changes Page reference in the Circular

Investors International Equity Class*

To invest up to 100% of its assets in IG Mackenzie Ivy European

Fund.

6

IG Templeton International Equity Class*


Fund.

8

Investors Greater China Class*

To invest up to 100% of its assets in Investors Pan Asian Equity

Fund.

10

IG Franklin Bissett Canadian Equity Class

To invest up to 100% of its assets in IG Franklin Bissett Canadian

Equity Fund.

11

IG Mackenzie Ivy European Class


Fund.

12

Investors Pan Asian Equity Class

To invest up to 100% of its assets in Investors Pan Asian Equity

Fund.

14

Allegro Balanced Growth Canada Focus Portfolio Class*

Allegro Growth Canada Focus Portfolio Class*

To allow greater flexibility to invest in, or gain exposure to, equity

and/or fixed income asset classes, and/or other asset classes,

including up to 100% of their assets in foreign securities,

primarily through their investments in Underlying Funds, and/or directly in equity and/or fixed

income securities.

15-18

Allegro Income Portfolio (formerly known as Allegro Conservative Portfolio)

Allegro Income Balanced Portfolio (formerly known as Allegro Moderate Conservative Portfolio)

Allegro Balanced Portfolio (formerly known as Allegro Moderate Portfolio)

Allegro Balanced Growth Portfolio (formerly known as Allegro Moderate Aggressive Portfolio)

Allegro Growth Portfolio (formerly known as Allegro Aggressive Portfolio)

To allocate their assets within a range of exposures to equity

and/or fixed income securities and/or other asset classes

primarily through their investments in Underlying Funds, or directly in

equity and/or fixed income securities.

19-27

- ii -

Alto Monthly Income Portfolio

Alto Monthly Income and Growth Portfolio

Alto Monthly Income and Enhanced Growth Portfolio

To allocate their assets within a range of exposures to equity

and/or fixed income securities and/or other asset classes

primarily through their investments in Underlying Funds, or directly in

equity and/or fixed income securities.

28-33

*It is the intention of Management to cap further investments into these Classes on or about September 6, 2017, to only allow the reinvestment of Dividends and distributions, and investments through pre-authorized contribution plans (PACs) by current Shareholders. Switches between Series within the same Class will also be permitted subject to the usual eligibility requirements.

2. Fund Mergers:

To approve the merger of each “Merging Fund” into a corresponding “Continuing Fund” (each transaction referred to as a “Merger”) as shown in the table below:

PROPOSED MERGERS

Merging Fund Continuing Fund Page reference in the Circular

Investors Canadian Balanced Fund into Investors Mutual of Canada 36

Investors Core Canadian Equity Fund into IG Franklin Bissett Canadian Equity Fund 38

Investors International Equity Fund into IG Mackenzie Ivy European Fund 40

IG Templeton International Equity Fund into IG Mackenzie Ivy European Fund 42

Investors Greater China Fund into Investors Pan Asian Equity Fund 44

Alto Conservative Portfolio into Allegro Income Portfolio

46-56

Alto Moderate Conservative Portfolio into Allegro Income Balanced Portfolio

Alto Moderate Portfolio into Allegro Balanced Portfolio

Alto Moderate Aggressive Portfolio into Allegro Balanced Growth Portfolio

Alto Aggressive Portfolio into Allegro Growth Portfolio

Alto Moderate Aggressive Canada Focus Portfolio

into Allegro Balanced Growth Portfolio

57-61 Allegro Moderate Aggressive Canada Focus Portfolio

Into Allegro Balanced Growth Portfolio

Alto Aggressive Canada Focus Portfolio into Allegro Growth Portfolio

Allegro Aggressive Canada Focus Portfolio Into Allegro Growth Portfolio

3. Other business

Any other business as may properly come before each Meeting or any adjournments of the Meeting(s).

You should read all of the Management Information Circular (the “Circular”) to understand all the details for the Proposal(s) affecting your Fund(s), your rights and applicable income tax consequences. Why are we making these changes? Change of Objectives: The Change of Objectives are proposed for one or more of the following reasons:

1. To potentially provide more comprehensive investment mandates that may result in enhanced portfolio diversification opportunities or increased flexibility to respond more quickly to portfolio management opportunities;

2. For IG Templeton International Equity Class, Investors International Equity Class, Investors Greater China Class, IG Franklin Bissett Canadian Equity Class, IG Mackenzie Ivy European Class and Investors Pan Asian Equity Class, to create a fund-of-funds investment structure to pool their assets with the assets of one or more Investors Group Funds which will provide a larger amount of assets to invest in (or allocate to) the markets. This is expected to enhance their ability to invest in an efficient manner, which may result in reduced trading costs and in some cases to provide broader diversification;

- iii -

3. For the Allegro Portfolio Funds and the Alto Monthly Income Portfolios, to permit a more flexible asset allocation approach that will allow them to respond more quickly to changing market conditions; and

4. For Allegro Balanced Growth Canada Focus Portfolio Class and Allegro Growth Canada Focus Portfolio Class, to expand their ability to invest in or gain exposure to equity, fixed income and/or other asset classes within specified ranges, including up to 100% of their assets in foreign securities, primarily through Underlying Funds and/or directly by investing in fixed income and/or equity securities.

Overall, the Change of Objectives, together with certain fee reductions in some instances, are expected to provide the potential for improved long-term performance. Mergers: The Mergers are proposed for one or more of the following reasons:

1. To provide a more streamlined and simplified product line-up that is easier for investors to understand;

2. To merge smaller Merging Funds into generally larger Continuing Funds, providing the potential for efficiencies in investment management which may include lower portfolio transaction costs; and

3. To potentially provide more comprehensive investment mandates that may result in enhanced portfolio diversification opportunities or increased flexibility to respond more quickly to portfolio management opportunities.

Overall, it is expected that these elements, taken together with certain fee reductions in some instances, will result in the potential for improved long-term performance in larger Continuing Funds.

Why are these Meetings necessary?

Meetings of the Merging Funds are being convened to approve the Mergers because Management views the investment objectives and/or the fundamental investment strategies of the Merging Funds as not substantially similar to those of their corresponding Continuing Funds, or they may not be substantially similar if Securityholders of their corresponding Continuing Funds approve the proposed Change of Objectives (in some instances). Also, the Merging Funds will cease to exist after their Mergers occur. The Mergers are not considered to be a material change for any of the Continuing Funds.

Meetings to approve each Change of Objectives have been convened as required by Canadian securities regulations, and by the documents establishing the Investors Group Funds. When are the Meetings?

The Meetings will be held at the head office of Investors Group, located at 447 Portage Avenue in Winnipeg, Manitoba on August 31, 2017 at 10:00 a.m. CDT. Although the Meetings are scheduled to be held at the same time and place for purposes of convenience, the Securityholders of each Voting Fund will vote separately on each matter. The Record Date for determining Securityholders entitled to vote at the Meetings is July 12, 2017. What am I being asked to do?

Securityholders of each Fund that is seeking a Change of Objectives are being asked to approve the change in the investment objective and/or fundamental strategy of that Fund, by completing the accompanying Proxy Form. (See Part A of the Circular for details.) Securityholders of each Merging Fund are being asked to approve its Merger into a Continuing Fund (and any associated changes applicable to their Investment(s) including any differences in fees), by completing the accompanying Proxy Form. (See Part B of the Circular for details). How to Vote

If you attend the Meeting(s) of your Fund(s) to vote in person, do not complete the Proxy Form that accompanies this Notice. If you will not be attending the Meeting(s), you can appoint someone else as your proxy to attend and vote on your behalf. When you sign, date, and return the Proxy Form to us, you authorize us to vote at the Meeting(s) of the Fund(s) (indicated on your Proxy Form) according to your instructions by checking the applicable box(es) on your Proxy Form. If you sign, date and return your Proxy Form, but leave any vote unmarked, we will vote in favour of the Proposal(s). Completing and returning your Proxy Form allows you to have a say concerning the Proposal(s) affecting your Fund(s). To make sure your vote counts, please complete your Proxy Form and return it in the enclosed postage-paid business reply envelope so it is received no later than 4:00 p.m. (CDT), August 30, 2017 or, should your Meeting(s) be

- iv -

adjourned, at least 24 hours (excluding Saturdays, Sundays and holidays) before the rescheduled date of the Meeting(s). We have tried to reduce duplication by consolidating accounts held by each individual Securityholder; however, under certain circumstances you may receive more than one Proxy Form, and in some instances you may be asked to vote more than once. Unless you attend the Meeting(s) of your Fund(s), please complete, sign, date and return each Proxy Form that you receive.

IF YOU CHOOSE TO VOTE IN FAVOUR OF (ALL OF) THE MATTERS INVOLVING YOUR FUND(S), YOU MAY SIMPLY DATE AND SIGN YOUR PROXY FORM AND RETURN IT TO US IN THE ENCLOSED ENVELOPE.

1

1 Please do not fill in the name of any person on your Proxy Form if you wish to authorize us to vote in accordance with your instructions on your

behalf at the Meetings.

- v -

GENERAL INFORMATION

Under Canadian securities regulations, the Circular must meet certain legal requirements to provide you with details about these Proposals.

We have tried to simplify the benefits for each of the Mergers and the Change of Objectives in this Notice, however, you should read the entire Circular before completing your Proxy Form. If you have any questions about the Proposal(s) concerning your Fund(s), please call Investors Group directly toll free at 1-888-746-6344 (outside Québec) or 1-800-661-4578 (if you live in Québec). Notice and Access Process

We have obtained regulatory relief that allows us to send a notice advising when your Fund(s) has convened a Meeting of Securityholders, and how you may obtain a copy of the Circular for the Meeting(s), without sending you the Circular (referred to as “Notice and Access”). Accordingly, most Securityholders will receive only the Notice of these Meetings (and a copy of the Fund Facts document of the relevant Series of the Continuing Fund if they are being asked to approve the Merger of their Fund into that Continuing Fund), together with a Proxy Form and a postage-paid self-addressed reply envelope with which to return their proxy (the “Proxy Materials”). We are also sending the Proxy Materials directly to beneficial owners. Independent Review Committee

The Investors Group Funds Independent Review Committee (the “IRC”) has reviewed the proposed Mergers and has provided a positive recommendation that the Mergers all achieve a fair and reasonable result for the Merging Funds and the Continuing Funds. (Please see the Circular for more information about the IRC). Text of Resolutions

Details of the Proposals are set forth in the accompanying Circular, which forms part of this Notice. The full texts of the resolutions to be considered at each Meeting are attached to the Circular as Schedules A and B (as indicated in the Circular). Record Date

The Board of Directors of I.G. Investment Management, Ltd., the Trustee of the Unit Trust Funds, and the Board of Directors of Investors Group Corporate Class Inc., the issuer of the Classes, have fixed the close of business on July 12, 2017 as the Record Date to determine Securityholders entitled to receive Notice of these Meetings. DATED at Winnipeg, Manitoba, on June 30

th, 2017.

By Order of the Board of I.G. Investment Management, Ltd., as Trustee of the Unit Trust Funds

“S. Reiss”

Sonya Reiss, Secretary

By Order of the Board of Investors Group Corporate Class Inc., as issuer of the Classes

“S. Reiss”


IMPORTANT

IF YOU ARE UNABLE TO ATTEND THE MEETING(S) OF YOUR VOTING FUND(S) IN PERSON YOU SHOULD READ AND COMPLETE THE ENCLOSED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS NOTED THEREON AND RETURN IT IN THE ENVELOPE PROVIDED SO THAT IT IS RECEIVED BY NO LATER THAN 4:00 P.M. (CDT), AUGUST 30, 2017, OR IF THE MEETING IS ADJOURNED, AT LEAST 24 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE ANY RESCHEDULED MEETING. IF YOU ARE PRESENT IN PERSON, YOUR PROXY FORM WILL BECOME VOID AND YOU MAY VOTE PERSONALLY ON ALL MATTERS BROUGHT BEFORE THE MEETING(S) OF THEIR VOTING FUND(S).

THIS NOTICE IS LIKELY THE ONLY NOTICE OF MEETING(S) WHICH YOU MAY RECEIVE, AND YOU MAY NOT RECEIVE ANOTHER NOTICE AND/OR MANAGEMENT INFORMATION CIRCULAR OR PROXY FORM.

- vi -

FOR MORE INFORMATION You may request that a complete copy of the following materials be sent to you at no charge, or by calling Investors Group directly at the toll free telephone numbers given above, or by fax at 1 866 202-1923 (outside Quebec) or 1 866 815-8881 (if inside Quebec):

Circular

Simplified prospectus, fund facts documents and annual information form of any Continuing Fund

Most recent annual and interim financial statements of any Continuing Fund

Management Report of Fund Performance of any Continuing Fund.

If you wish to have the Circular sent to you in advance of the Meetings, please contact us on or before August 20, 2017, so that you will have sufficient time to complete and return your Proxy Form on or before August 30, 2017. These documents are also available at www.sedar.com, and the Investors Group website at http://www.investorsgroup.com/en/legal/proxy (or for the French language version at http://www.groupeinvestors.com/fr/juridique/procuration).

This is not a solicitation to purchase the securities of any mutual fund. Mutual funds are sold by prospectus only. Please read the prospectus of the mutual funds, before investing. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. There can be no assurances that the full amount of your investment in any mutual fund will be returned to you. Past performance may not be repeated. The Investors Group funds are distributed across Canada by Investors Group Financial Services Inc., (in Québec, a financial services firm), and by Investors Group Securities Inc., (in Québec, a firm in financial planning).

NOTICE OF NAME CHANGES

After September 6, 2017, (subject to approval of the Change of Objectives Proposals by the Securityholders of each of these Classes), we intend to change the names of these Classes as follows:

Investors Core Canadian Equity Class to be known as IG Franklin Bissett Canadian Equity Class II

Investors International Equity Class to be known as IG Mackenzie Ivy European Class II

IG Templeton International Equity Class to be known as IG Mackenzie Ivy European Class III

Investors Greater China Class to be known as Investors Pan Asian Equity Class II

Allegro Moderate Growth Canada Focus Portfolio Class

to be known as Allegro Balanced Growth Portfolio Class II

Allegro Growth Canada Focus Portfolio Class

to be known as Allegro Growth Portfolio Class II.




- 1 -

JOINT MANAGEMENT INFORMATION CIRCULAR

Relating to the Special Meetings of the following Investors Group Unit Trust Funds

INVESTORS CANADIAN BALANCED FUND

INVESTORS CORE CANADIAN EQUITY FUND

IG TEMPLETON INTERNATIONAL EQUITY FUND

INVESTORS INTERNATIONAL EQUITY FUND

INVESTORS GREATER CHINA FUND

ALTO CONSERVATIVE PORTFOLIO

ALTO MODERATE CONSERVATIVE PORTFOLIO

ALTO MODERATE PORTFOLIO

ALTO MODERATE AGGRESSIVE PORTFOLIO

ALTO MODERATE AGGRESSIVE CANADA FOCUS PORTFOLIO

ALTO AGGRESSIVE PORTFOLIO

ALTO AGGRESSIVE CANADA FOCUS PORTFOLIO

ALTO MONTHLY INCOME PORTFOLIO

ALTO MONTHLY INCOME AND GROWTH PORTFOLIO

ALTO MONTHLY INCOME AND ENHANCED GROWTH PORTFOLIO

ALLEGRO INCOME PORTFOLIO

ALLEGRO INCOME BALANCED PORTFOLIO

ALLEGRO BALANCED PORTFOLIO

ALLEGRO BALANCED GROWTH PORTFOLIO

ALLEGRO GROWTH PORTFOLIO

ALLEGRO MODERATE AGGRESSIVE CANADA FOCUS PORTFOLIO

ALLEGRO AGGRESSIVE CANADA FOCUS PORTFOLIO

- AND –

Relating to the Special Meetings of

the following Classes issued by Investors Group Corporate Class Inc.

IG TEMPLETON INTERNATIONAL EQUITY CLASS

INVESTORS INTERNATIONAL EQUITY CLASS

INVESTORS GREATER CHINA CLASS

INVESTORS PAN ASIAN EQUITY CLASS

IG MACKENZIE IVY EUROPEAN CLASS

IG FRANKLIN BISSETT CANADIAN EQUITY CLASS

ALLEGRO BALANCED GROWTH CANADA FOCUS PORTFOLIO CLASS

ALLEGRO GROWTH CANADA FOCUS PORTFOLIO CLASS

- 2 -

GENERAL INFORMATION

Special Meetings (the “Meetings”) are being held for certain Investors Group Funds established as unit trust mutual funds (the “Unit Trust Funds”) or as mutual fund classes (the “Classes”) issued by Investors Group Corporate Class Inc. (the “Corporation”). Collectively, the Investors Group Funds for which Meetings are being convened are referred to as the “Voting Funds”. The Meetings are being held for one or both of the following reasons:

(i) to approve the change of investment objective and/or the fundamental investment strategies for some of the Voting Funds, (the “Change of Objectives”). (See Part A of this Management Information Circular for more details); and

(ii) to approve the mergers of some of the Voting Funds (the “Mergers”). (See Part B of this Management Information Circular for more details).

The Mergers and the Change of Objectives are referred to together as the “Proposals”. These Proposals are independent, meaning that a Securityholder may vote for (or against) each Proposal separately. It also means that the decision to implement one of the Proposals, should it be approved by the Securityholders, will proceed independently of the outcome of the vote on the other Proposals. The Meetings are scheduled to be held at the same time and place for convenience, but the Securityholders of each Voting Fund will vote separately on the matters to be voted upon by them.

I.G. Investment Management, Ltd. (the "Trustee") is the trustee of all the Unit Trust Funds. All of the Funds referred to in this Management Information Circular (the “Circular”) are also managed by I.G. Investment Management, Ltd. (in this capacity referred to as the “Manager”). The external Auditor of the Voting Funds is Deloitte LLP (Winnipeg, Manitoba).

A single combined Circular is being utilized for the purposes set forth in the accompanying Notice calling these Meetings of the Unitholders (of the Unit Trust Funds) or Shareholders (of the Classes) (as the case may be, and collectively referred to as the “Securityholders”) of the Voting Funds. Where appropriate, information pertaining to only some of the Voting Funds has been disclosed separately in this Circular from the commentary applicable to all of the Voting Funds. Each Voting Fund is only responsible for the disclosure relating to it in this Circular and accompanying materials.

This Circular contains the detailed information about the Change of Objectives and the Mergers. The full text of the resolutions to be considered at the Meetings are attached in Schedules A and B. The Management of the Funds encourages Securityholders to read the details of the Proposal(s) relating to their Voting Fund(s) carefully, and recommends that Securityholders vote in favour of the Change of Objectives and the Merger(s) (as the case may be) involving their Voting Fund(s).

Additional information about the Investors Group Funds is contained in the simplified prospectus of the Investors Group Unit Trust Funds and the simplified prospectus of Investors Group Corporate Class Inc., all dated June 30, 2017. The Fund Facts document(s) for the applicable Series of the Continuing Funds into which your investment in a Merging Fund (if applicable) will be invested as a result of the Merger(s) are being provided for informational purposes only and not with the intention of soliciting subscriptions for the purchase of Units of any of the Continuing Funds.

The Investors Group Funds have obtained regulatory relief that allow them to send a notice advising Securityholders when their Fund has convened a Meeting, and how they may obtain a copy of the Circular for those Meetings, without sending them the Circular (referred to as “Notice and Access”). The Manager has elected to make use of Notice and Access for these Meetings. Accordingly, Securityholders of the Voting Funds will receive only the Notice of these Meetings (and a copy of the Fund Facts document of the relevant Series of the Continuing Fund if they are being asked to approve the Merger of their Fund into that Continuing Fund), together with a Proxy Form and a postage paid reply envelope with which to return their proxy (the “Proxy Materials”).

Securityholders of the Voting Funds may request a complete copy of the Circular be sent to them, as well as the simplified prospectus, fund fact documents, the annual information form, the most recent annual and interim financial reports and Management Report of Fund Performance for their corresponding Continuing Fund, at no charge or by calling Investors Group directly toll free at 1 888 746-6344 (outside Quebec) or 1 800 661-4578 (if you live inside Quebec), or by fax at 1 888-746-6344 (outside Quebec) and 1 800-661-4578 (inside Quebec). If you wish to have the Circular sent to you in advance of the Meetings, please contact us on or before August 20, 2017, so that you will have sufficient time to complete and return your Proxy Form on or before August 30, 2017. These documents are also available at www.sedar.com, and the Investors Group website at http://www.investorsgroup.com/en/legal/proxy (or for the French language version at http://www.groupeinvestors.com/fr/juridique/procuration).

Except as otherwise stated, the information stated in this Circular is current to June 30, 2017.




- 3 -

PURPOSE OF THE MEETINGS

The purpose of these Meetings are as follows:

1. Approve Change of Objectives

To consider and if deemed advisable, to authorize by ordinary resolution the change of the investment objective and fundamental investment strategies of: (i) The Allegro Portfolio Funds (other than Allegro Moderate Aggressive Canada Focus Portfolio and Allegro

Aggressive Canada Focus Portfolio); (ii) Allegro Balanced Growth Canada Focus Portfolio Class and Allegro Growth Canada Focus Portfolio

Class; (iii) The Alto Monthly Income Portfolios (other than the Alto Monthly Income and Global Growth Portfolio); (iv) IG Templeton International Equity Class; (v) Investors International Equity Class; (vi) Investors Greater China Class; (vii) IG Franklin Bissett Canadian Equity Class; (viii) IG Mackenzie Ivy European Class; and (ix) Investors Pan Asian Equity Class.

Securityholders of each of these Voting Funds are being asked to approve their respective Change of Objectives because the securities regulations and the constating documents of these Voting Funds provide that these changes must be approved by the majority of their Securityholders who vote at a meeting called for that purpose.

2. Approve Fund Mergers

To consider and, if deemed advisable, authorize by ordinary resolution of each “Merging Fund”, its Merger into a corresponding “Continuing Fund” (as shown in the Table below):

PROPOSED MERGERS

Merging Fund Continuing Fund

Fund Mergers

Investors Canadian Balanced Fund to merge into Investors Mutual of Canada

Investors Core Canadian Equity Fund to merge into IG Franklin Bissett Canadian Equity Fund

Investors International Equity Fund to merge into IG Mackenzie Ivy European Fund

IG Templeton International Equity Fund to merge into IG Mackenzie Ivy European Fund

Investors Greater China Fund to merge into Investors Pan Asian Equity Fund

Alto Conservative Portfolio to merge into Allegro Income Portfolio

Alto Moderate Conservative Portfolio to merge into Allegro Income Balanced Portfolio

Alto Moderate Portfolio to merge into Allegro Balanced Portfolio

Alto Moderate Aggressive Portfolio to merge into Allegro Balanced Growth Portfolio

Alto Aggressive Portfolio to merge into Allegro Growth Portfolio

Allegro Moderate Aggressive Canada Focus Portfolio

to merge into Allegro Balanced Growth Portfolio


to merge into Allegro Balanced Growth Portfolio

Allegro Aggressive Canada Focus Portfolio

to merge into Allegro Growth Portfolio

Alto Aggressive Canada Focus Portfolio to merge into Allegro Growth Portfolio

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In all cases, the Merging Funds will cease to exist upon completion of their Mergers. The Mergers are not considered to be a material change for any of the Continuing Funds.The Investors Group Funds Independent Review Committee (the “IRC”) was formed to review, among other things, conflict of interest matters referred to it by the Manager. The IRC has reviewed the Mergers and has provided a positive recommendation that the Mergers achieve a fair and reasonable result for the Merging Funds and their Securityholders. (Please see Recommendations of Independent Review Committee later for more information.)

3. Other business

Any other business as may properly come before each Meeting or any adjournment of a Meeting.

Part A: Change of Objectives Proposals

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PART A: CHANGE OF OBJECTIVES

I. Change of Objectives for:

Investors International Equity Class

IG Templeton International Equity Class

Investors Greater China Class

IG Franklin Bissett Canadian Equity Class

IG Mackenzie Ivy European Class, and

Investors Pan Asian Equity Class Securityholders of IG Templeton International Equity Class, Investors International Equity Class, Investors Greater China Class, IG Franklin Bissett Canadian Equity Class, IG Mackenzie Ivy European Class and Investors Pan Asian Equity Class are being asked to approve a change to their investment objectives and fundamental investment strategies. Each of these Classes will continue to seek to provide long-term capital growth through exposure to the equity markets, as applicable, but will seek to achieve their objectives by investing up to 100% of their net assets in one or more Investors Group Funds (referred to as the “Underlying Funds”) and/or directly in equity securities. The initial Underlying Funds are expected to be as follows:

Class Underlying Fund

Investors International Equity Class to invest up to 100% of its net assets in

IG Mackenzie Ivy European Fund

IG Templeton International Equity Class to invest up to 100% of its net assets in


Investors Greater China Class to invest up to 100% of its net assets in

Investors Pan Asian Equity Fund

IG Mackenzie Ivy European Class to invest up to 100% of its net assets in


IG Franklin Bissett Canadian Equity Class to invest up to 100% of its net assets in

IG Franklin Bissett Canadian Equity Fund

Investors Pan Asian Equity Class to invest up to 100% of its net assets in


The Change to Objectives for each Class is being undertaken so that they may combine their assets with the assets of their respective Underlying Funds into a larger investment pool that may result in greater portfolio management opportunities, including potential efficiencies such as reduced trading costs. The asset class exposure and volatility of these Classes is not expected to change from their current levels as a result of their respective Change of Objectives because the Underlying Funds have equity market exposures that are substantially similar to their corresponding Classes. If approved by Securityholders, each of these Change of Objectives will take place on a date determined by Management in its sole discretion which is expected to be on or about the close of business on September 6, 2017.


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THE PROPOSED CHANGE OF OBJECTIVES FOR EACH CLASS ARE SET OUT IN THE TABLES BELOW:

Investors International Equity Class (the “Class”)2

Current Investment Objective Proposed Investment Objective

The Class aims to provide long-term capital growth by investing primarily in equity securities of companies outside Canada and the U.S.

The Class aims to provide long-term capital growth, primarily through exposure to European equity markets. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities.

Should the Change of Objectives be approved by Securityholders, the Manager intends to change the investment strategies of the Class to better implement the new investment objective, as set out below:

Current Investment Strategies Proposed Investment Strategies

To achieve the Class’ investment objective, the Class seeks investments of high-quality companies located outside of Canada and the U.S. that offer above-average growth prospects.

The Class combines top down macro and sector views with fundamental stock analysis. The Class takes long-term strategic views in terms of geographic and sector allocations while the Class’ approach to stock selection emphasizes a fundamental approach placing importance on return on equity, free cash flow generation and price to book among other metrics.

The Class may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. These transactions and Derivatives will be used in conjunction with the Class’ other investment strategies in a manner considered most appropriate to achieving the Class’ overall investment objectives and enhancing the Class’ returns as permitted by the Rules.

The Class intends to invest up to 100% of its net assets in one or more Investors Group Funds to facilitate the achievement of the investment objective of the Class. The Underlying Fund(s) of the Class may be changed from time to time without prior notice to Shareholders as long as investment in the Underlying Fund(s) facilitates achieving the Class' investment objective.

It is expected that the Class will invest its assets in IG Mackenzie Ivy European Fund (the "Underlying Fund") or any successor mutual fund(s). The Underlying Fund aims to provide long-term capital growth by investing primarily in European equity markets. To achieve the Underlying Fund's investment objective:

the management team follows a blended value and growth investment style. While the team's focus is on companies that appear likely to have superior and relatively consistent longer-term growth prospects, strong consideration is placed on assessing the investment's true worth relative to its stock price. The disciplined review process includes analysis of the company's competitive position, management strengths, expected profitability and financial position;

the management team will invest primarily in established European markets but may invest in emerging European markets;

once an investment is made, the Underlying Fund expects to be a patient, long-term investor, which generally results in low portfolio turnover, reduced transaction expenses and deferred realization of capital gains; and

portfolio investments generally will be limited to securities of not more than 35 companies.

The Underlying Fund may also invest a portion of its assets in fixed income securities.

The Underlying Fund has obtained regulatory approval to invest up to 35% of its net assets in short-term debt securities (having generally a term to maturity of less than 365 days) issued or guaranteed by foreign governments with an AAA or higher credit rating, and up to 20% of its net assets in debt securities issued or guaranteed by foreign governments with an AA or higher credit rating, provided that the total sovereign debt held by the Underlying Fund in any such foreign country does not exceed these limits. The Underlying Fund can also invest up to 100% of its assets in debt securities issued or guaranteed by the governments of Canada or the United States.

2 If this Change of Objectives is approved by Securityholders, the Manager intends to change the name of this Class to IG Mackenzie Ivy European

Class II. On that date, Mackenzie Financial Corporation will effectively be responsible for providing sub-advisory services for the investment of the assets of the Class.


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The Underlying Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Underlying Fund's other investment strategies in a manner considered most appropriate to achieving the Underlying Fund's overall investment objectives and enhancing the Underlying Fund's returns as permitted by the securities Rules. The Underlying Fund does not intend to engage in any Securities Lending, Repurchase or Reverse Repurchase Transactions at this time.

The Class may also engage in Securities Lending, Repurchase and Reverse Repurchase transactions and use Derivatives. To the extent the Class invests directly in equity securities, it intends to follow the same investment strategies as the Underlying Fund.

A copy of the text of the resolutions for the Change of Objectives with respect to Investors International Equity Class is attached as Schedule A-1 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017.


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IG Templeton International Equity Class (the “Class”)3


The Class aims to provide long-term capital growth by investing primarily in the equity investments of corporations outside Canada and the U.S.

The Class aims to provide long-term capital growth, primarily through exposure to European equity markets. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities.



To achieve the Class’ investment objective, the Class uses a bottom-up approach, selecting investments for long-term value. Using this approach, the Class:

looks for undervalued investments with strong growth potential; and

holds the investments until they reach their fair value, which is typically in the range of five years.



It is expected that the Class will invest its assets in IG Mackenzie Ivy European Fund (the "Underlying Fund"), or any successor mutual fund(s). The Underlying Fund aims to provide long-term capital growth by investing primarily in European equity markets. To achieve the Underlying Fund's investment objective:







The Underlying Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Underlying Fund's other investment

3 If this Change of Objectives is approved by Securityholders, the Manager intends to change the name of this Class to IG Mackenzie Ivy European

Class III on the Effective Date. On that date, Mackenzie Financial Corporation will effectively be responsible for providing sub-advisory services for the investment of the assets of the Class.


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strategies in a manner considered most appropriate to achieving the Underlying Fund's overall investment objectives and enhancing the Underlying Fund's returns as permitted by the securities Rules. The Underlying Fund does not intend to engage in any Securities Lending, Repurchase or Reverse Repurchase Transactions at this time.


A copy of the text of the resolutions for the Change of Objectives with respect to IG Templeton International Equity Class is attached as Schedule A-2 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017.


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Investors Greater China Class (the “Class”)4


The Class aims to provide long-term capital growth by investing primarily in equity securities of companies located in China, Hong Kong, Taiwan and Singapore and in companies that derive a significant portion of their revenues from the Greater China region.

The Class aims to provide long-term capital growth primarily through exposure to equity securities of companies in growth industries throughout Asia, including Japan. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities.



To achieve the Class’ investment objective, the Class will invest in securities of Chinese, Hong Kong, Taiwanese and Singapore issuers and other investments that are tied economically to the Greater China region.



It is expected that the Class will invest its assets in Investors Pan Asian Equity Fund (the "Underlying Fund"), or any successor mutual fund(s). The Underlying Fund aims to provide long-term capital growth by investing primarily in equity securities of companies in growth industries throughout Asia, including Japan. To achieve its investment objective, the Underlying Fund intends to invest primarily in the common shares of companies in Asia, including Japan, following a top-down sector selection and a bottom-up stock selection management style.

The Underlying Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Underlying Fund's other investment strategies in a manner considered most appropriate to achieving the Underlying Fund's overall investment objectives and enhancing the Underlying Fund's returns as permitted by the securities Rules.


A copy of the text of the resolutions for the Change of Objectives with respect to Investors Greater China Class is attached as Schedule A-3 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017. 4 If this Change of Objectives is approved by Securityholders, the Manager intends to change the name of this Class to Investors Pan Asian Equity

Class II.


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IG Franklin Bissett Canadian Equity Class (the “Class”)


The Class aims to provide long-term capital appreciation by investing primarily in a diversified portfolio of mid to large capitalization Canadian equities.

The Class aims to provide long-term capital appreciation primarily through exposure to a diversified portfolio of mid to large capitalization Canadian equities. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities.



To achieve the Class' investment objective, the Class uses a bottom-up approach to identify companies that have a history of sustainable, replicable growth. Using this approach, the Class:

invests primarily in equity securities of mid and large Capitalization growth-oriented companies at reasonable prices;

may invest in foreign securities;

may invest up to 10% of the market value of the Class in mutual funds managed by the Sub-advisor; and

may hold a portion of its assets in cash, money market securities or money market funds while seeking investment opportunities or for defensive purposes.

Generally speaking, the Class' investment in foreign securities will range from 0% to 30% of its assets, but the Class may invest up to 50% of its assets in foreign securities.

The Class may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. These transactions and Derivatives will be used in conjunction with the Class' other investment strategies in a manner considered most appropriate to achieving the Class' overall investment objectives and enhancing the Class' returns as permitted by the Rules.


It is expected that the Class will invest its assets in IG Franklin Bissett Canadian Equity Fund (the "Underlying Fund"), or any successor mutual fund(s). The Underlying Fund aims to provide long-term capital appreciation by investing primarily in a diversified portfolio of mid to large capitalization Canadian equities. To achieve its investment objective, the Underlying Fund uses a bottom-up approach to identify companies that have a history of sustainable, replicable growth. Using this approach, the Underlying Fund:

Invests primarily in equity securities of mid to large capitalization growth-oriented companies at reasonable prices. This range will be adjusted to reflect changes in the capitalization of markets over time;


may invest up to 10% of the market value of the Fund in mutual funds managed by the Sub-advisor; and


Generally speaking, it is the Underlying Fund’s intention that its investment in foreign securities will range from 0 to 30% of its assets, but the Underlying Fund may invest up to 50% of its assets in foreign securities from time to time.

The Underlying Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Underlying Fund's other investment strategies in a manner considered most appropriate to achieving the Underlying Fund's overall investment objectives and enhancing the Underlying Fund's returns as permitted by securities Rules.


A copy of the text of the resolutions for the Change of Objectives with respect to IG Franklin Bissett Canadian Equity Class is attached as Schedule A-4 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017.


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IG Mackenzie Ivy European Class (the “Class”)


The Class aims to provide long-term capital growth, consistent with protection of capital, by investing primarily in the common shares of European corporations.

The Class aims to provide long-term capital growth primarily through exposure to European equity markets. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities.



To achieve the Class' investment objective:

the Class' management team follows a blended value and growth investment style. While the team's focus is on companies that appear likely to have superior and relatively consistent longer-term growth prospects, strong consideration is placed on assessing the investment's true worth relative to its stock price. The disciplined review process includes analysis of the company's competitive position, management strengths, expected profitability and financial position;

the Class' management team will invest primarily in established European markets but may invest in emerging European markets;

once an investment is made, the Class expects to be a patient, long-term investor, which generally results in low portfolio turnover, reduced transaction expenses and deferred realization of capital gains; and


The Class may also invest a portion of its assets in fixed income securities.

The Class has obtained regulatory approval to invest up to 35% of its net assets in short-term debt securities (having generally a term to maturity of less than 365 days) issued or guaranteed by foreign governments with an "AAA" or higher credit rating, and up to 20% of its net assets in debt securities issued or guaranteed by foreign governments with an "AA" or higher credit rating, provided that the total sovereign debt held by the Class in any such foreign country does not exceed these limits. The Class may also invest up to100% of its assets in debt securities issued or guaranteed by the governments of Canada or the United States.



It is expected that the Class will invest its assets in IG Mackenzie Ivy European Fund (the "Underlying Fund"), or any successor mutual fund(s). The Underlying Fund aims to provide long-term capital growth by investing primarily in European equity markets. To achieve the Underlying Fund's investment objective:







The Underlying Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Underlying Fund's other investment strategies in a manner considered most appropriate to achieving the Underlying Fund's overall investment objectives and enhancing the Underlying Fund's returns as permitted by the securities Rules. The Underlying Fund does not intend to


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engage in any Securities Lending, Repurchase or Reverse Repurchase Transactions at this time.


A copy of the text of the resolutions for the Change of Objectives with respect to IG Mackenzie Ivy European Class is attached as Schedule A-5 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017.


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Investors Pan Asian Equity Class (the “Class”)


The Class aims to provide long-term capital growth by investing primarily in common shares of companies located throughout Asia, including Japan.

The Class aims to provide long-term capital growth primarily through exposure to equity securities of companies in growth industries throughout Asia, including Japan. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities.



To achieve its investment objective, the Class intends to invest primarily in the common shares of companies in Asia, including Japan, following a top-down sector selection and a bottom-up stock selection management style.



It is expected that the Class will invest its assets in Investors Pan Asian Equity Fund (the "Underlying Fund"), or any successor mutual fund(s). The Underlying Fund aims to provide long-term capital growth by investing equity securities of companies in growth industries throughout Asia, including Japan. To achieve its investment objective, the Underlying Fund intends to invest primarily in the common shares of companies in Asia, including Japan, following a top-down sector selection and a bottom-up stock selection management style.

The Underlying Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Underlying Fund's other investment strategies in a manner considered most appropriate to achieving the Underlying Fund's overall investment objectives and enhancing the Underlying Fund's returns as permitted by the securities Rules.


A copy of the text of the resolutions for the Change of Objectives with respect to Investors Pan Asian Equity Class is attached as Schedule A-6 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017.


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II. Change of Objectives for the Allegro Canada Focus Portfolio Classes:

Allegro Balanced Growth Canada Focus Portfolio Class

Allegro Growth Canada Focus Portfolio Class Management proposes that both Allegro Balanced Growth Canada Focus Portfolio Class and Allegro Growth Canada Focus Portfolio Class (referred to as the “Portfolio Classes”) change their investment objectives and/or their fundamental investment strategies from investing in a target mix of income, equity and/or other types of Investors Group funds (“Underlying Funds”) focused on Canadian securities markets. Instead, the Portfolio Classes will be able to invest in Underlying Funds and/or directly in securities that provide them with enhanced ability to change their exposures to fixed income, equity, and/or other asset classes within specified ranges and without being limited by any foreign investment restrictions. This Change of Objectives will provide in the Portfolio Classes with more flexibility because they will be able to adjust their exposures to their respective asset classes within a broader range as compared to their current ability to review and adjust their asset class exposures. Currently, Allegro Balanced Growth Canada Focus Portfolio Class may adjust its exposure between fixed income and equity by no more than 5% (up or down) from its target mix, whereas Allegro Growth Canada Focus Portfolio Class may adjust it exposures between Canadian and international equity Underlying Fund types by up to 10%. After the Proposals are implemented, however, Allegro Balanced Growth Canada Focus Portfolio Class will be able to adjust its exposures by twice its current range (and without a foreign investment restriction), and Allegro Growth Canada Focus Portfolio Class will have an unrestricted ability to adjust its exposure to Canadian and foreign equities. It is expected that these changes may result in greater portfolio management opportunities, including the ability to respond more quickly to changing market conditions and efficiencies in the management of their portfolios.


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THE PROPOSED CHANGE OF OBJECTIVES FOR EACH PORTFOLIO CLASS ARE SET OUT IN THE TABLES BELOW:

Allegro Balanced Growth Canada Focus Portfolio Class (the “Class”)5


The Class aims to provide long-term capital appreciation by investing primarily in Underlying Funds that invest in equity markets, with an emphasis on Canadian equities. The Class also invests in Underlying Funds that provide fixed income exposure.

The Class intends to provide investors with a diversified portfolio solution that provides long-term capital appreciation. The Class will primarily invest in or obtain exposure to equity securities. The Class will also provide exposure to fixed income securities and may also invest in other asset classes.



The Class uses a strategic asset allocation strategy and invests in Underlying Funds managed by the Manager. The Class’ target investment mix is:

Underlying Fund type Target Mix

Fixed Income 10%

Equity 80%

Investors Real Property Fund 10%

100%

The Portfolio Advisor may, in its sole discretion, review and adjust the exposure to fixed income and equity underlying fund types by up to 5% from the target mix. For example, the Class may invest anywhere between 5% and 15% of its assets in fixed income type Underlying Funds.

The Class has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund. Currently, it is the Portfolio Advisor's intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Class subject to a variation of up to 2.5% to account for market fluctuations.

Subject to the regulatory restrictions on the maximum investment in Investors Real Property Fund, the Class may invest more than 10% of its net assets in one or more Underlying Funds. The Portfolio Advisor may also change the percentage holdings of any Underlying Fund, remove any Underlying Fund or add any Underlying Fund. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Class, and investments are made in accordance with the objectives of the Underlying Funds.

The Class may also hold a portion of its assets in cash, money market securities or money market mutual funds.

The Class will obtain its exposures by investing in Underlying Funds, and/or directly in securities. Under normal market conditions, exposures to fixed income and equity will be kept within the following ranges:

Asset Class Exposure Range

Fixed Income 10-30%

Equity 70-90%

The Portfolio Advisor may review and adjust the above ranges at any time depending on economic conditions and the relative value of fixed income and equity securities.

Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Underlying Portfolio’s exposures across asset classes and within asset classes with respect to geography, sector, investment style, market capitalization, yield, credit, duration and/or currency.

In addition to fixed income and equity exposures, the Underlying Portfolio may also invest in other asset classes, including Investors Real Property Fund. The Class has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund. Currently, it is the Portfolio Advisor's intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Class subject to a variation of up to 2.5% to account for market fluctuations. The investment by the Class in Investors Real Property Fund may change at any time without prior notice. Subject to the regulatory restrictions on the maximum investment in Investors Real Property Fund, the Class may invest more than 10% of its net assets in one or more Underlying Funds.

The Class may also hold a significant portion of its assets in cash, or cash-equivalent instruments in response to, or in anticipation of, unfavorable market conditions and/or for liquidity purposes.

The class has obtained regulatory approval to invest up to 10% of its net assets, at the time of purchase, in aggregate, in gold, gold certificates, silver, silver certificates and Derivatives, the underlying interest of which are gold and/or silver and certain gold/silver exchange traded funds that trade in Canada or the United States on an unlevered basis.

The Class may invest up to 100% of its assets in foreign securities. The Portfolio Advisor may limit foreign currency risk by hedging foreign currency exposure back to Canadian dollars.

5 If this Change of Objectives is approved by Securityholders, the Manager intends to change the name of this Class to Allegro Balanced Growth

Portfolio Class II.


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Derivatives may be used in conjunction with the other investment strategies of the Class in a manner considered most appropriate to achieving the overall investment objectives of the Class and enhancing its returns as permitted by the Rules.

A copy of the text of the resolutions for the Change of Objectives with respect to Allegro Balanced Growth Canada Focus Portfolio Class is attached as Schedule A-7 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017.


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Allegro Growth Canada Focus Portfolio Class (the “Class”)6


The Class aims to provide long-term capital appreciation by investing primarily in Underlying Funds that invest in equity markets, with an emphasis on Canadian equities.

The Class intends to provide investors with a diversified portfolio solution that provides long-term capital appreciation. The Class will primarily invest in or obtain exposure to equity securities. The Class may also provide exposure to other asset classes.



The Class uses a strategic asset allocation strategy and invests in Underlying Funds managed by the Manager. The Class’ target investment mix is:

Underlying Fund type Target Mix

Canadian Equity 70%

Foreign Equity 30%

100%

The Portfolio Advisor may, in its sole discretion, review and adjust the exposure to Canadian and foreign equity underlying fund types by up to 10% from the target mix. For example, the Class may invest anywhere between 60% and 80% of its assets in Canadian equity type Underlying Funds.

The Class may invest more than 10% of its net assets in one or more Underlying Funds. The Portfolio Advisor may also change the percentage holdings of any Underlying Fund, remove any Underlying Fund or add any Underlying Fund. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Class, and investments are made in accordance with the objectives of the Underlying Funds.

The Class will obtain its exposures by investing in equity oriented Underlying Funds, and/or directly in equity securities. Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Class’ exposures with respect to geography, sector, investment style, market capitalization and/or currency.

The Class may invest more than 10% of its net assets in one or more Underlying Funds.

The Class may also hold a significant portion of its assets in cash, or cash-equivalent instruments in response to, or in anticipation of, unfavorable market conditions and/or for liquidity purposes.

The Class has obtained regulatory approval to invest up to 10% of its net assets, at the time of purchase, in aggregate, in gold, gold certificates, silver, silver certificates and Derivatives, the underlying interest of which are gold and/or silver and certain gold/silver exchange traded funds that trade in Canada or the United States on an unlevered basis.

The Class may invest up to 100% of its assets in foreign securities. The Portfolio Advisor may limit foreign currency risk by hedging foreign currency exposure back to Canadian dollars.

Derivatives may be used in conjunction with the other investment strategies of the Class in a manner considered most appropriate to achieving the overall investment objectives of the Class and enhancing its returns as permitted by the Rules.

A copy of the text of the resolutions for the Change of Objectives with respect to Allegro Growth Canada Focus Portfolio Class is attached as Schedule A-8 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Class after the close of business on September 6, 2017. 6 If this Change of Objectives is approved by Securityholders, the Manager intends to change the name of this Class to Allegro Growth Portfolio

Class II.


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III. Change of Objectives for the Allegro Portfolio Funds7

Allegro Income Portfolio (formerly known as Allegro Conservative Portfolio) Allegro Income Balanced Portfolio (formerly known as Allegro Moderate Conservative Portfolio) Allegro Balanced Portfolio (formerly known as Allegro Moderate Portfolio) Allegro Balanced Growth Portfolio (formerly known as Allegro Moderate Aggressive Portfolio) Allegro Growth Portfolio (formerly known as Allegro Aggressive Portfolio)

Management proposes that each of the Allegro Portfolio Funds listed above (the “Allegro Portfolios”) change their fundamental investment strategies from investing in a predetermined mix of Investors Group Funds (the “Underlying Funds”) to instead invest in Underlying Funds and/or directly in securities that provide each Allegro Portfolio with exposure to fixed income securities, equity securities and/or other asset classes that will generally be within a recommended range. This will allow the Allegro Portfolio Funds to actively shift their investments in Underlying Funds without having to provide advance notice to their Securityholders, and without having to amend their prospectuses, as compared to their current ability to vary their investments in each individual Underlying Fund by no more than 10% from its pre-determined fixed weighting. Each Allegro Portfolio Fund will continue to have the ability to invest up to 10% of its net assets in Investors Real Property Fund, subject to a variation of up to 2.5% to account for market fluctuations. Securityholders will no longer know in advance the investment in individual Underlying Funds because each Allegro Portfolio will be able to vary its exposure to Underlying Funds at any time without prior notice. The Change of Objectives for the Allegro Portfolio Funds will result in each Allegro Portfolio adding flexibility that may result in greater portfolio management opportunities, including the ability to respond more quickly to changing market conditions and efficiencies in the management of their portfolios. THE PROPOSED CHANGE OF OBJECTIVES FOR EACH ALLEGRO PORTFOLIO FUND IS SET OUT IN THE TABLES BELOW: Allegro Income Portfolio (the “Portfolio”)


The Portfolio aims to provide high level of income and limited capital appreciation through a balance of investments across several asset classes, by primarily investing in Underlying Funds that invest in Canadian fixed income securities and also have the potential to generate income. The Portfolio also contains limited exposure to Canadian, U.S. and international equity funds.

The Portfolio intends to provide investors with a diversified portfolio solution focused on providing long-term capital stability and income.

The Portfolio will primarily invest in, or obtain exposure to, fixed income securities. The Portfolio will also provide exposure to equity securities and may also invest in other asset classes.

The Manager intends to change the investment strategies of the Portfolio to better implement its revised investment objective, as set out below:


To achieve the Portfolio's investment objective, the Manager invests in the following Underlying Funds:

Income Funds (60%) Weighting

Investors Canadian Corporate Bond Fund 15% Investors Mortgage and Short Term Income Fund

20%

Investors Canadian Bond Fund 10% Investors Global Bond Fund 5% IG Mackenzie Income Fund 5% IG Putnam U.S. High Yield Income Fund 5% Canadian Equity Funds (10%) IG Mackenzie Canadian Equity Growth Fund 10% Foreign Equity Funds (20%) IG AGF U.S. Growth Fund 5% IG Mackenzie Ivy European Fund 5% Investors Pan Asian Equity Fund 5% IG AGF Global Equity Fund 5% Investors Real Property Fund (10%) 10%

100%

The Portfolio will obtain its exposures by investing in Underlying Funds, and/or directly in securities. Under normal market conditions, exposures to fixed income and equity will be kept within the following ranges:


Fixed Income 60-80%

Equity 20-40%


Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Portfolio's exposures across asset classes and within asset classes with respect to geography, sector, investment style, market capitalization, yield, credit, duration and/or currency.

7 No Change of Objectives is proposed for Allegro Moderate Aggressive Canada Focus Portfolio or Allegro Aggressive Canada Focus Portfolio

because Mergers are proposed for these two Allegro Portfolio Funds. Please see Part B of this Management Information Circular for more details.


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The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio's long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 60% in fixed income, 30% in equity and 10% in Investors Real Property Fund. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.

The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund. Currently, it is the Portfolio Advisor's intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Portfolio, subject to a variation of up to 2.5% to account for market fluctuations.

We may implement changes from time to time to the Underlying Funds held by the Portfolio to better enable it to meet its investment objective. These changes will become effective after you have been given at least 21 days prior written notice, and after this Simplified Prospectus has been revised (as necessary) to reflect the change.

In addition to fixed income and equity exposures, the Portfolio may also invest in other asset classes, including Investors Real Property Fund. The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund. Currently, it is the Portfolio Advisor’s intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Portfolio, subject to a variation of up to 2.5% to account for market fluctuations. The investment by the Portfolio in Investors Real Property Fund may change at any time without prior notice. Subject to regulatory restrictions on the maximum investment in Investors Real Property Fund, the Portfolio Advisor may invest more than 10% of its net assets in one or more Underlying Funds.

The Portfolio has obtained regulatory approval to invest up to 10% of its net assets, at the time of purchase, in aggregate, in gold, gold certificates, silver, silver certificates and Derivatives, the underlying interest of which are gold and/or silver and certain gold/silver exchange traded funds that trade in Canada or the United States on an unlevered basis.

The Portfolio may also hold a significant portion of its assets in cash or cash-equivalent instruments in response to or in anticipation of unfavorable market conditions and/or for liquidity purposes.

The Portfolio may invest up to 100% of its assets in foreign securities. The Portfolio Advisor may limit foreign currency risk by hedging foreign currency exposure back to Canadian dollars.

Derivatives may be used in conjunction with the Portfolio's other investment strategies in a manner considered most appropriate to achieving the Portfolio's overall investment objectives and enhancing the Portfolio's returns as permitted by the Rules.

A copy of the text of the resolutions for the Change of Objectives with respect to Allegro Income Portfolio is attached as Schedule A-9 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.


- 21 -

Allegro Income Balanced Portfolio (the “Portfolio”)


The Portfolio aims to provide a relatively high level of income and preservation of capital with moderate capital growth over the long term by investing in Underlying Funds that provide a balance of investments across several asset classes. The Portfolio consists primarily of Underlying Funds that invest in Canadian fixed income securities and also have the potential to generate income. The Portfolio also contains moderate exposure to equities through investment in Underlying Funds

that invest in Canadian, U.S. and international equity markets.

The Portfolio intends to provide investors with a diversified portfolio solution focused on providing long-term capital appreciation with a secondary focus on income.

The Portfolio will maintain a balance of exposures across several asset classes.





Investors Canadian Corporate Bond Fund 10% Investors Mortgage and Short Term Income Fund 20% Investors Canadian Bond Fund 5% IG Mackenzie Income Fund 5% IG Putnam U.S. High Yield Income Fund 5% Canadian Equity Funds (15%) IG Mackenzie Canadian Equity Growth Fund 10% IG FI Canadian Equity Fund 5% Foreign Equity Funds (30%) Investors Pan Asian Equity Fund 5% IG AGF U.S. Growth Fund 14% Investors European Equity Fund 6% IG AGF Global Equity Fund 5% Investors Real Property Fund (10%) 10%

100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio's long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 45% in fixed income, 45% in equity, and 10% in Investors Real Property Fund. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.





Fixed Income 45-65%

Equity 35-55%


Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Portfolio's exposures across asset classes and within asset classes with respect to geography, sector, investment style, market capitalization, yield, credit, duration and/or currency







- 22 -

A copy of the text of the resolutions for the Change of Objectives with respect to Allegro Income Balanced Portfolio is attached as Schedule A-10 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.


- 23 -

Allegro Balanced Portfolio (the “Portfolio”)


The Portfolio aims to provide long-term capital growth, with a secondary focus on modest income. It strives to achieve this by investing in Underlying Funds that maintain investments across several asset classes. The Portfolio invests primarily in Underlying Funds that invest in Canadian, U.S. and international equity markets. The Portfolio also has moderate exposure to fixed income markets through investment in Underlying Funds that invest in Canadian fixed income securities.

The Portfolio intends to provide investors with a diversified portfolio solution that provides long-term capital appreciation.


The Manager intends to change the investment strategies of the Portfolio to better implement its investment objective, as set out below:




Investors Mortgage and Short Term Income Fund

20%

IG Mackenzie Income Fund 5% Investors Canadian High Yield Income Fund 5% Canadian Equity Funds (20%) Investors Canadian Large Cap Value Fund 5% Mackenzie Canadian Growth Fund 5% IG FI Canadian Equity Fund 10% Foreign Equity Funds (40%) Investors Pan Asian Equity Fund 6% Investors European Mid-Cap Equity Fund 5% IG Mackenzie Ivy European Fund 5% Investors Core U.S. Equity Fund 7% IG FI U.S. Large Cap Equity Fund 7% IG Mackenzie Ivy Foreign Equity Class 10% Investors Real Property Fund (10%) 10%

100%






Fixed Income 30-50%

Equity 50-70%








- 24 -


A copy of the text of the resolutions for the Change of Objectives with respect to Allegro Balanced Portfolio is attached as Schedule A-11 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.


- 25 -

Allegro Balanced Growth Portfolio (the “Portfolio”)


The Portfolio aims to provide a high level of long-term growth with limited exposure to fixed income Underlying Funds for diversification. The Portfolio invests primarily in Underlying Funds that invest in Canadian, U.S. and international equity markets. The Portfolio has limited exposure to fixed income securities through investment in Underlying Funds that invest in Canadian fixed income securities.


The Portfolio will primarily invest in, or obtain exposure to, equity securities. The Portfolio will also provide exposure to fixed income securities and may also invest in other asset classes.






5%

IG Mackenzie Income Fund 10% Investors Canadian High Yield Income Fund 5% Canadian Equity Funds (21%) Investors Canadian Large Cap Value Fund 10% Investors Canadian Small Cap Fund 5% IG FI Canadian Equity Fund 6% Foreign Equity Funds (59%) Investors U.S. Large Cap Value Fund 16% Investors European Mid-Cap Equity Fund 10% IG Putnam U.S. Growth Fund 8% Investors Pan Asian Equity Fund 5% Investors Pacific International Fund 5% IG AGF Global Equity Fund 15%

100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio's long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 20% fixed income and 80% in equity markets. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.




Fixed Income 10-30%

Equity 70-90%



In addition to fixed income and equity exposures, the Portfolio may also invest in other asset classes, including Investors Real Property Fund. The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund subject to a variation of up to 2.5% to account for market fluctuations. Currently the Portfolio Advisor does not intend to maintain an investment in Investors Real Property Fund. The investment by the Portfolio in Investors Real Property Fund may change at any time without prior notice. Subject to regulatory restrictions on the maximum investment in Investors Real Property Fund, the Portfolio may invest more than 10% of its net assets in one or more Underlying Funds.






- 26 -

A copy of the text of the resolutions for the Change of Objectives with respect to Allegro Balanced Growth Portfolio is attached as Schedule A-12 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.


- 27 -

Allegro Growth Portfolio (the “Portfolio”)


The Portfolio aims to provide a high level of long-term capital growth. The Portfolio invests primarily in Underlying Funds that invest in Canadian, U.S. and international equity markets.


The Portfolio will primarily invest in, or obtain exposure to, equity securities. The Portfolio may also provide exposure to other asset classes.




Canadian Equity Funds (30%) Weighting

Investors Canadian Large Cap Value Fund 10% IG FI Canadian Equity Fund 10% Investors Canadian Small Cap Fund 5% IG Beutel Goodman Canadian Equity Fund 5% Foreign Equity Funds (70%) Investors U.S. Large Cap Value Fund 10% Investors Pan Asian Equity Fund 5% Investors U.S. Opportunities Fund 5% Investors European Equity Fund 12% IG AGF U.S. Growth Fund 8% IG Mackenzie Emerging Markets Class 10% IG Mackenzie Ivy Foreign Equity Class 15% IG Putnam U.S. Growth Fund 5%

100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio's long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 100% equity markets. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.


The Portfolio will obtain its exposures by investing in equity oriented Underlying Funds, and/or directly in equity securities. Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Portfolio's exposures with respect to geography, sector, investment style, market capitalization, and/or currency.

The Portfolio Advisor may invest more than 10% of its net assets in one or more Underlying Funds.





A copy of the text of the resolutions for the Change of Objectives with respect to Allegro Growth Portfolio is attached as Schedule A-13 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.


- 28 -

IV. Change of Objectives for the Alto Monthly Income Portfolios: Alto Monthly Income Portfolio Alto Monthly Income and Growth Portfolio and Alto Monthly Income and Enhanced Growth Portfolio

Management proposes that each of the Alto Monthly Income Portfolios (referred to as the “Portfolios”) change their fundamental investment strategies from investing in a predetermined mix of Investors Group Funds (the “Underlying Funds”) to instead invest in Underlying Funds and/or directly in securities that will provide each Portfolio with exposure to fixed income securities, equity securities and/or other asset classes within a prescribed range. This will allow the Portfolios to actively shift their investments in Underlying Funds without having to provide advance notice to their Securityholders, and without having to amend their Prospectuses, as compared to their current ability to vary their investments in each individual Underlying Fund by no more than 10% from its pre-determined fixed weighting. Each Portfolio will continue to have the ability to invest up to 10% of its net assets in Investors Real Property Fund, subject to a variation of up to 2.5% to account for market fluctuations. As a result, Securityholders will no longer know in advance their Portfolio’s investments in individual Underlying Funds because each Portfolio will be able to vary its exposure to Underlying Funds at any time without prior notice. The Change of Objectives will result in each Portfolio gaining added flexibility that may result in greater portfolio management opportunities, including the ability to respond more quickly to changing market conditions and efficiencies in the management of their portfolios. THE PROPOSED CHANGE OF OBJECTIVES FOR EACH ALTO MONTHLY INCOME PORTFOLIO IS SET OUT IN THE TABLES BELOW: Alto Monthly Income Portfolio (the “Portfolio”)


The Portfolio aims to provide a steady flow of income and capital stability with potential for capital growth over the long term. The Portfolio invests primarily in Underlying Funds that invest in Canadian fixed income securities. The Portfolio also has limited exposure to equities through investment in Underlying Funds that invest in Canadian equity markets.

The Portfolio intends to provide investors with a diversified portfolio solution that provides a steady flow of income and long-term capital stability.

The Portfolio will primarily invest in, or obtain exposure to, fixed income securities.

The Portfolio will also provide exposure to equity securities and may invest in other asset classes.





IG Mackenzie Income Fund 15% Investors Global Bond Fund 8% Investors Mortgage and Short Term Income Fund

20%

Investors Canadian High Yield Income Fund 10% Balanced Funds (24%) Investors Dividend Fund 10% Investors Global Dividend Fund 5% IG Mackenzie Strategic Income Fund 9% Canadian Equity Funds (13%) IG Mackenzie Dividend Growth Fund 5% Investors Canadian Equity Income Fund 8% Investors Real Property Fund (10%) 10%

100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of



Fixed Income 60-80%

Equity 20-40%


Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Portfolio's exposures across and within asset classes with respect to geography, sector, investment style, market capitalization, yield, credit, duration and/or currency.

In addition to fixed income and equity exposures, the Portfolio may also invest in other asset classes, including Investors Real Property Fund. The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property


- 29 -

the Underlying Funds. Excluding any assets held as cash, the Portfolio's long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 60% in fixed income, 30% in equity, and 10% in Investors Real Property Fund. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.

The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund. Currently, it is the Portfolio Advisor's intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Portfolio, subject to a variation of up to 2.5% to account for market fluctuations. As the Portfolio is required to make fixed monthly Distributions, the Portfolio intends to maintain sufficient liquidity to cover all redemptions in a timely manner and to make Distributions.


Fund. Currently, it is the Portfolio Advisor’s intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Fund, subject to a variation of up to 2.5% to account for market fluctuations. The investment by the Portfolio in Investors Real Property Fund may change at any time without prior notice. Subject to regulatory restrictions on the maximum investment in Investors Real Property Fund, the Portfolio Advisor may invest more than 10% of its net assets in one or more Underlying Funds.


Derivatives may be used in conjunction with the other investment strategies of the Portfolio in a manner considered most appropriate to achieving the Portfolio’s overall investment objectives and enhancing its returns as permitted by the Rules.



A copy of the text of the resolutions for the Change of Objectives with respect to Alto Monthly Income Portfolio is attached as Schedule A-14 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.


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Alto Monthly Income and Growth Portfolio (the “Portfolio”)


The Portfolio aims to provide a steady flow of income, with the potential for moderate capital growth over the long term with a secondary focus on capital stability. The Portfolio invests primarily in Underlying Funds that invest in Canadian fixed income securities. The Portfolio also has moderate exposure to equities through investment in Underlying Funds that invest in Canadian equity markets.

The Portfolio intends to provide investors with a diversified portfolio solution that provides a steady flow of income with a secondary focus on long-term capital stability.







20%

Investors Canadian High Yield Income Fund 5% IG Mackenzie Income Fund 7% IG Putnam U.S. High Yield Income Fund 5% Balanced Funds (31%) Investors Dividend Fund 17% Investors Global Dividend Fund 5% IG Mackenzie Strategic Income Fund 9% Canadian Equity Funds (22%) IG Mackenzie Dividend Growth Fund 10% Investors Canadian Equity Income Fund 12% Investors Real Property Fund (10%) 10%

100%


The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund.

Currently, it is the Portfolio Advisor's intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Portfolio, subject to a variation of up to 2.5% to account for market fluctuations. As the Portfolio is required to make fixed monthly Distributions, the Portfolio intends to maintain sufficient liquidity to cover all redemptions in a timely manner and to make Distributions.




Fixed Income 40-60%

Equity 40-60%









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A copy of the text of the resolutions for the Change of Objectives with respect to Alto Monthly Income and Growth Portfolio is attached as Schedule A-15 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.


- 32 -

Alto Monthly Income and Enhanced Growth Portfolio (the “Portfolio”)


The Portfolio aims to provide a higher flow of steady income and higher potential for long-term capital growth. The Portfolio invests primarily in Underlying Funds that invest in Canadian equity securities. The Portfolio also has moderate exposure to fixed income markets through investment in Underlying Funds that invest in Canadian fixed income securities.

The Portfolio intends to provide investors with a diversified portfolio solution that provides a steady flow of income with a secondary focus on long-term capital appreciation.







16%

Investors Canadian High Yield Income Fund 5% IG Mackenzie Income Fund 5% IG Putnam U.S. High Yield Income Fund 5% Balanced Funds (30%) Investors Dividend Fund 20% Investors Global Dividend Fund 10% Canadian Equity Funds (29%) IG Mackenzie Dividend Growth Fund 14% Investors Canadian Equity Income Fund 15% Foreign Equity Funds (5%) Investors Global Real Estate Fund 5% Investors Real Property Fund (5%) 5%

100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio's long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 35% in fixed income, 60% in equity (including 5% in Investors Global Real Estate Fund), and 5% in Investors Real Property Fund. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations. The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund. Currently, it is the Portfolio Advisor's intention to maintain an investment in Investors Real Property Fund equal to approximately 5% of the assets of the Portfolio, subject to a variation of up to 2.5% to account for market fluctuations.

As the Portfolio is required to make fixed monthly Distributions, the Portfolio intends to maintain sufficient liquidity to cover all redemptions in a timely manner and to make Distributions.


The Portfolio will obtain its exposures by investing in Underlying Funds and/or directly in securities. Under normal market conditions, exposures to fixed income and equity will be kept within the following ranges:


Fixed Income 30-50%

Equity 50-70%









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A copy of the text of the resolutions for the Change of Objectives with respect to Alto Monthly Income and Enhanced Growth Portfolio is attached as Schedule A-16 to this Circular. Management recommends that Securityholders vote in favour of these resolutions. If approved, Management intends to implement the Change of Objectives for the Portfolio after the close of business on or about September 6, 2017.

Part B: Merger Proposals

- 34 -

PART B: MERGER PROPOSALS

Change of Investment Objectives and/or fundamental strategies

Securityholders of each Merging Fund are being asked to approve the Merger of their Fund with a corresponding Continuing Fund having investment objectives and/or fundamental investment strategies that are not substantially the same as their existing investment objectives and strategies. To the extent that the investment objective and/or investment strategies of a Merging Fund differs from that of its corresponding Continuing Fund, these differences are discussed under Comparison of the Merging Funds with the Continuing Funds.

Income Tax Consequences

The Mergers will occur on a tax-deferred basis which means that the exchange of Merging Fund Units for Units of their corresponding Continuing Funds will not result in any immediate capital gains (or losses) to Securityholders with respect to their Units in their Funds.

Please see Income Tax Consequences of the Mergers for more details.

Costs Paid by Investors Group

No sales charges, redemption fees or other fees or commissions will be payable by Securityholders in connection with the Mergers. The costs and expenses specifically associated with the Mergers will be borne by Investors Group.

No Changes to Investment Plans

The Merging Funds will be discontinued after their Mergers. Securityholders who held their Units in dollar averaging accounts (such as accounts with regular pre-authorized contributions or “PACs”), and those with pre-authorized regular redemptions (commonly referred to as systematic withdrawal plans or “SWPs”), and similar services will have these services re-established in the corresponding Continuing Fund, unless they already have a similar service set up in that Continuing Fund or if they wish to discontinue the service. If either of these situations apply to you, please contact your Investors Group Consultant.

No Material Changes to Continuing Funds

The Mergers are not considered by Management to be a material change for the Continuing Funds.

COMPARISON OF THE MERGING FUNDS WITH THE CONTINUING FUNDS

All of the Merging Funds and the Continuing Funds have the same Manager and this will remain the same for the Continuing Funds after the Mergers. Also, I.G. Investment Management, Ltd. and/or its affiliate I.G. International Management Limited, will continue to be the Portfolio Advisors of the Continuing Funds after the Mergers, although the assets of some Merging Funds may be sub-advised by a different Sub-advisor in a few instances.

The assets and liabilities of the Merging Funds and the Continuing Funds are determined using the same valuation policies and procedures. All of the Continuing Funds offer the same Series, having the same purchase options, as their corresponding Merging Funds. The Merging Funds and their corresponding Continuing Funds also have identical distribution policies.

The Continuing Funds will retain their general fee structures, although certain fees of some of the Continuing Funds are scheduled to be reduced after the close of business on or about September 1, 2017, as described in more detail under the “Merger Details” section of this Circular. A Securityholder’s Units in a Continuing Fund after the Mergers will be subject to the same fees, including the same deferred sales charge schedule (if any), as had applied to their investment in its corresponding Merging Fund before the Mergers, however, some of the Continuing Funds (or some of their Series) may have lower management fees, administration fees, service fees and/or trustee fees than their corresponding Merging Fund (or for certain Series of the Merging Fund). In all cases, the fees paid by the Continuing Funds are the same as, or in some instances lower than, those payable by their corresponding Merging Funds on the Effective Date of the Mergers.

All of the Merging Funds and Continuing Funds are responsible for their own Fund Costs and taxes in the same manner. Harmonized Sales Tax (HST) is payable on all management fees and most operating expenses charged to the Merging and Continuing Funds. For each Series, HST is charged at a rate based, in general, on the residence of the Securityholders of that Series, as determined under the HST regulations. Upon completion of each Merger, HST charged to a Series of the Continuing Fund may be greater or less than the HST that would otherwise be charged to the corresponding Series of Merging Fund or the Continuing Fund.

The investment objectives and/or fundamental investment strategies of the Merging Funds and their corresponding Continuing Funds are not substantially the same or may not be substantially the same on the Effective Date of the Mergers and, accordingly, there are differences in the composition of their investment portfolios. These differences are discussed on the following pages. A detailed description of the current investment objective and investment strategy of each Continuing Fund can be found in the Fund Facts document(s) sent to Securityholders of the Merging Funds.


- 35 -

Securityholders of each Merging Fund are, by voting in favour of the Merger involving their Fund, accepting the investment objective and investment strategies as they exist today of its corresponding Continuing Fund or as they may be revised should any Change of Objectives (if applicable) be approved be Securityholders of the Continuing Fund, as well as the fees payable by the Continuing Fund, unless specifically described otherwise in this Circular.

If approved by the Securityholders, the Mergers will take place on a date determined by Management in its sole discretion which is expected to be on or about the close of business on September 8, 2017.

Summary of Benefits to You

The Mergers are proposed for one or more of the following reasons:

1. To provide a more streamlined and simplified product line-up that is easier for investors to understand;

2. To merge smaller Merging Funds into generally larger Continuing Funds, providing the potential for efficiencies in investment management which may include lower portfolio transaction costs; and

3. To potentially provide more comprehensive investment mandates that may result in enhanced portfolio diversification opportunities or increased flexibility to respond more quickly to portfolio management opportunities.

Overall, it is expected that these elements, taken together with certain fee reductions in some instances, will result in the potential for improved long-term performance in larger Continuing Funds.


- 36 -

MERGER DETAILS

MERGING FUND INTO CONTINUING FUND

Investors Canadian Balanced Fund Investors Mutual of Canada

Benefits of the Merger include:

Larger pool of assets in the combined Continuing Fund provides potential investment management efficiencies, including lower portfolio trading costs; and

Continuing Fund has a lower level of volatility risk.

Under the volatility classification guidelines recommended by the Investment Funds Institute of Canada, the Merging Fund is classified as having a medium level of volatility risk, whereas the Continuing Fund has a low-to-medium level of volatility risk.

Securityholders of the Merging Fund are being asked to approve this Merger because the investment objective and/or fundamental investment strategies of the Merging Fund is not substantially the same as those of the Continuing Fund. A copy of the text of the resolutions for the Merger is attached separately as Schedule B-1 to this Circular. The Management of the Merging Fund recommends that Securityholders vote in favour of these resolutions.

Financial Highlights and Fee Comparison:

In all cases, the fee structure of the Continuing Fund is the same as the fee structure for the corresponding Series of the Merging Fund.

The following tables show the financial highlights of the Merging and Continuing Funds, as at June 30, 2017 (unless otherwise indicated below):


Investors Canadian Balanced Fund

Investment Objective and Strategies:

Investors Mutual of Canada

Investment Objective and Strategies:

Investment objective

The Fund aims to provide returns that are consistent with a balanced portfolio comprised primarily of large capitalization Canadian stocks and investment credit quality corporate and government debt instruments.

Investment strategies

To achieve the Fund’s investment objective, the Advisor will vary the Fund’s asset mix in order to maintain a mix of equities, debt, and cash that represents its view of the most optimal combination of these investments based on:

economic outlook;

market conditions; and

the relative value of these investments.

The Fund’s investments may also include debt securities rated BBB or less, or their equivalent, as well as small cap stocks.

Generally speaking, it is the Fund’s intention that its investment in foreign securities will range from 0% to 30% of its assets, but the Fund may invest up to 50% of its assets in foreign securities from time to time.

The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund’s other investment strategies in a manner considered most appropriate to achieving the Fund’s overall investment objectives and enhancing the Fund’s returns as permitted by the securities Rules.


The Fund aims to provide an above-average income yield and long-term capital growth by investing primarily in debt and equity investments of Canadian corporations involved in various industries.


To achieve the Fund’s investment objective, the Fund is expected to maintain a relatively stable asset mix of primarily equities and some fixed income investments based on pre-established guidelines, but there is no restriction on the weighting that may be placed on any type of investments.



Net Assets: $663.9. million

($663.7 million on the Effective Date upon anticipated redemption of Non-retail Series)

Net Assets: $1,919.1 million


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Investors Canadian Balanced Fund Investors Mutual of Canada

Management Fee: 1.70% (Series A, TDSC, B and TNL) 1.90% (Series C and TC) 1.45% (Series JDSC and JNL, TJNL and TJDSC) 0.60% (Series U and TU)

Management Fee: 1.70% (Series A, TDSC, B and TNL) 1.90% (Series C and TC) 1.45% (Series JDSC JNL, TJNL and TJDSC) 0.60% (Series U and TU)

Trustee Fee: 0.05% Trustee Fee: 0.05%

Service Fee: 0.30% (Series A, B, JDSC and JNL) 0.30 % (Series TDSC, TNL, TJDSC and

TJNL) Up to 0.50% (Series C and TC)

Service Fee: 0.30% (Series A, B, JDSC and JNL) 0.30 % (Series TDSC, TNL, TJDSC and

TJNL) Up to 0.50% (Series C and TC)

Administration Fee: 0.17% Administration Fee: 0.17%

MER1 : 2.42% Series A

2.48% Series B 2.83% Series C 2.13% Series JDSC 2.20% Series JNL 0.96% Series U 2.73% Series TC 2.40% Series TDSC 2.41% Series TNL 2.23% Series TJDSC 2.13% Series TJNL 0.98% Series TU

MER1: 2.43% Series A

2.48% Series B 2.83% Series C 2.14% Series JDSC 2.22% Series JNL 0.97% Series U 2.82% Series TC 2.46% Series TDSC 2.51% Series TNL 2.17% Series TJDSC 2.13% Series TJNL 1.02% Series TU

1 MER is the ratio of management fees plus other expenses (excluding brokerage commissions and trading costs) to average net assets for the 12

month period ended March 31, 2017.


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MERGER OF INTO CONTINUING FUND

Investors Core Canadian Equity Fund IG Franklin Bissett Canadian Equity Fund


Larger pool of assets in the combined Continuing Fund provides potential investment management efficiencies, including lower portfolio trading costs.

The Merger will result in the assets of the Merging Fund being sub-advised by Franklin Bissett Investment Management (the “Sub-advisor”) based in Calgary, Alberta.

The Continuing Fund has a similar investment mandate as the Merging Fund, but with a greater focus on mid to large capitalization Canadian companies. Both Merging and Continuing Funds may invest up to 50% of their assets in foreign equities, but generally their investment in foreign equities will range from 0-30% of their assets.

Securityholders of the Merging Fund are being asked to approve the Merger because the investment objective of the Merging Fund is not substantially the same as the Continuing Fund. A copy of the text of the resolutions for the Merger is attached separately as Schedule B-2 to this Management Information Circular. The Management of the Merging Fund recommends that Securityholders vote in favour of these resolutions.


The fee structure of the Continuing Fund is the same as the fee structure for the corresponding Series of the Merging Fund.

The following table shows the financial highlights of the Merging and Continuing Funds, as at June 30, 2017 (unless otherwise indicated below):


Investors Core Canadian Equity Fund

Investment Objective and Strategies

IG Franklin Bissett Canadian Equity Fund



The Fund aims to provide long-term capital growth by investing primarily in Canadian equity securities.


To achieve the Fund’s investment objective, investments are allocated by the Portfolio Advisor to specific components that are generally managed within market capitalization (cap) ranges. The components for the Fund are:

Canadian Large Cap;

Canadian Mid Cap; and

Canadian Small Cap.

The allocations to the components will generally reflect the broad Canadian market. The Portfolio Advisor will vary the allocations based on an assessment of overall economic and market conditions from time to time and may change the Fund’s investment components at any time without prior notice.


The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund’s other investment strategies in a manner considered most appropriate to achieving the Fund’s overall investment objective and enhancing the Fund’s returns as permitted by the securities Rules.


The Fund aims to provide long-term capital appreciation by investing primarily in a diversified portfolio of mid to large capitalization Canadian equities.


To achieve the Fund’s investment objective, the Fund uses a bottom-up approach to identify companies that have a history of sustainable, replicable growth. Using this approach, the Fund:

invests primarily in equity securities of mid to large capitalization growth-oriented companies at reasonable prices. This range will be adjusted to reflect changes in the capitalization of markets over time;


may invest up to 10% of the market value of the Fund in mutual funds managed by the Sub-advisor; and



The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund’s other investment strategies in a manner considered most appropriate to achieving the Fund’s overall investment objectives and enhancing the Fund’s returns as permitted by securities Rules.

Net Assets: $71.7 million




- 39 -

Investors Core Canadian Equity Fund IG Franklin Bissett Canadian Equity Fund

Management Fee: 1.85% (Series A and B) 2.00% (Series C) 1.60% (Series JDSC and JNL) 0.75% (Series U)



Service Fee: 0.30% (Series A, B, JDSC and JNL) Up to 0.50% (Series C)




2.66% Series B 2.95% Series C 2.31% Series JDSC 2.41% Series JNL 1.13% Series U





Note: As permitted by securities regulations, Management has determined that Shareholders of Investors Core Canadian Equity Class (which invests up to 100% of its assets in Investors Core Canadian Equity Fund), will not participate in the Meeting regarding this Merger, or be asked to indicate how the Manager should vote the holdings of their Class in Investors Core Canadian Equity Fund. This is because the objective of Investors Core Canadian Equity Class (the “Class”) is not changing, and the strategies of the Class allow it to invest in any Investors Group Fund in order to achieve its objective including any successor mutual fund to Investors Core Canadian Equity Fund.


- 40 -

MERGERS OF INTO CONTINUING FUNDS

Investors International Equity Fund IG Mackenzie Ivy European Fund


Larger pool of assets in the combined Continuing Fund provides potential investment management efficiencies, including lower portfolio trading costs.

The Merger will result in I.G. Investment Management, Ltd. being the Portfolio Advisor of the assets of the Merging Fund, and those assets will be sub-advised by Mackenzie Financial Corporation (“Mackenzie Investments”).

Although the Merging Fund typically invests more than 60% of its assets in Europe, the Continuing Fund has a more focused investment mandate than the Merging Fund because it limits its investments primarily to European markets.

Securityholders of the Merging Fund are being asked to approve the Merger because the investment objectives of the Merging Fund are not substantially the same as the Continuing Fund. A copy of the text of the resolutions for the Merger is attached separately as Schedules B-3 to this Management Information Circular. The Management of the Merging Fund recommends that Securityholders vote in favour of these resolutions.


The fee structure of the Continuing Funds is the same as the fee structure for the corresponding Series of the Merging Fund.

The following table shows the financial highlights of the Merging and Continuing Funds, as at June 30, 2017 (unless otherwise indicated below):


Investors International Equity Fund





The Fund aims to provide long-term capital growth by investing primarily in equity securities of companies outside of Canada and the U.S.


To achieve the Fund’s investment objective, the Fund seeks investments of high-quality companies located outside of Canada and the U.S. that offer above-average growth prospects. The Fund combines top-down macro and sector views with fundamental stock analysis. The Fund takes long-term strategic views in terms of geographic and sector allocation, while the Fund’s approach to stock selection emphasizes a fundamental approach placing importance on return on equity, free cash flow generation and price to book, among other metrics.



The Fund aims to provide long-term capital growth by investing primarily in European equity markets.


To achieve the Fund’s investment objective:

the management team follows a blended value and growth investment style. While the team’s focus is on companies that appear likely to have superior and relatively consistent longer-term growth prospects, strong consideration is placed on assessing the investment’s true worth relative to its stock price. The disciplined review process includes analysis of the company’s competitive position, management strengths, expected profitability and financial position;


once an investment is made, the Fund expects to be a patient, long-term investor, which generally results in low portfolio turnover, reduced transaction expenses and deferred realization of capital gains; and


The Fund may also invest a portion of its assets in fixed income securities.

The Fund has obtained regulatory approval to invest up to 35% of its net assets in short-term debt securities (having generally a term to maturity of less than 365 days) issued or guaranteed by foreign governments with an AAA or higher credit rating, and up to 20% of its net assets in debt securities issued or guaranteed by foreign governments with an AA or higher credit rating, provided that the total sovereign debt held by the Fund in any such foreign country does not exceed these limits. The Fund can also invest up to 100% of its assets in debt securities issued or guaranteed by the governments of Canada or the United States.


- 41 -

Investors International Equity Fund IG Mackenzie Ivy European Fund

The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund’s other investment strategies in a manner considered most appropriate to achieving the Fund’s overall investment objectives and enhancing the Fund’s returns as permitted by the securities Rules. The Fund does not intend to engage in any Securities Lending, Repurchase or Reverse Repurchase Transactions at this time.



Net Assets: $566.5 million2











1 MER is the ratio of management fees plus other expenses (excluding brokerage commissions and trading costs) to average net assets for the 12 month period ended March 31, 2017.

2 The net assets of IG Mackenzie Ivy European Fund is expected to be approximately $793.9 million if the Mergers including IG Templeton International Equity Fund and Investors International Equity Fund are both approved.


- 42 -


IG Templeton International Equity Fund IG Mackenzie Ivy European Fund


Larger pool of assets in the combined Continuing Fund provides potential investment management efficiencies, including lower portfolio trading costs; and

Lower annual management fees payable by some Series.

The Merger will result in the assets of the Merging Fund being sub-advised by Mackenzie Financial Corporation (“Mackenzie Investments”).

Although the Merging Fund typically invests more than 60% of its assets in Europe, the Continuing Fund has a more focused investment mandate than the Merging Fund because it limits its investments primarily to European markets.

Securityholders of the Merging Fund are being asked to approve the Merger because the investment objectives of the Merging Fund are not substantially the same as the Continuing Fund. A copy of the text of the resolutions for the Merger is attached separately as Schedule B-4 to this Management Information Circular. The Management of the Merging Fund recommends that Securityholders vote in favour of these resolutions.


The fee structure of the Continuing Fund is the same as the fee structure for the corresponding Series of the Merging Fund, or lower in some instances as shown in the following table which shows the financial highlights of the Merging and Continuing Funds, as at June 30, 2017 (unless otherwise indicated below):


IG Templeton International Equity Fund





The Fund aims to provide long-term capital growth by investing in equity investments of companies outside Canada and the U.S.


To achieve the Fund’s investment objective, the Fund uses a bottom-up approach, selecting primarily the common shares of companies for long-term value. Using this approach, the Fund:

looks for undervalued investments with strong growth potential; and

holds the investments until they reach their fair value, which is typically in the range of five years.



The Fund aims to provide long-term capital growth by investing primarily in European equity markets.


To achieve the Fund’s investment objective:

the management team follows a blended value and growth investment style. While the team’s focus is on companies that appear likely to have superior and relatively consistent longer-term growth prospects, strong consideration is placed on assessing the investment’s true worth relative to its stock price. The disciplined review process includes analysis of the company’s competitive position, management strengths, expected profitability and financial position;


once an investment is made, the Fund expects to be a patient, long-term investor, which generally results in low portfolio turnover, reduced transaction expenses and deferred realization of capital gains; and


The Fund may also invest a portion of its assets in fixed income securities.

The Fund has obtained regulatory approval to invest up to 35% of its net assets in short-term debt securities (having generally a term to maturity of less than 365 days) issued or guaranteed by foreign governments with an AAA or higher credit rating, and up to 20% of its net assets in debt securities issued or guaranteed by foreign governments with an AA or higher credit rating, provided that the total sovereign debt held by the Fund in any such foreign country does not exceed these limits. The Fund can also invest up to 100% of its assets in debt securities issued or guaranteed by the governments of Canada or the United States.


- 43 -

IG Templeton International Equity Fund IG Mackenzie Ivy European Fund

The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund’s other investment strategies in a manner considered most appropriate to achieving the Fund’s overall investment objectives and enhancing the Fund’s returns as permitted by the securities Rules. The Fund does not intend to engage in any Securities Lending, Repurchase or Reverse Repurchase Transactions at this time.

Net Assets: $197.2 million Net Assets: $566.5 million2






Administration Fee:

0.18% Administration Fee:

0.18%






month period ended March 31, 2017. 2

The net assets of IG Mackenzie Ivy European Fund is expected to be approximately $793.9 million if the Mergers of IG Templeton International Equity Fund and Investors International Equity Fund into this Fund are both approved.


- 44 -

MERGER OF INTO CONTINUING FUND

Investors Greater China Fund Investors Pan Asian Equity Fund


Larger pool of assets in the combined Continuing Fund provides potential investment management efficiencies, including lower portfolio trading costs;

Continuing Fund has a generally more comprehensive investment mandate that may result in enhanced diversification and greater portfolio management opportunities;

Lower annual management fees for most Series of the Merging Fund; and Continuing Fund has a lower level of volatility risk.

The Continuing Fund has a more comprehensive investment mandate than the Merging Fund because it invests in issuers located throughout Asia (including Japan) and not just in China or companies that are tied economically to the Greater China region. This may result in enhanced diversification and greater portfolio management opportunities.

Under the volatility classification guidelines recommended by the Investment Funds Institute of Canada, the Merging Fund is classified as having a high level of volatility risk, whereas the Continuing Fund has a medium-to-high level of volatility risk.

Securityholders of the Merging Fund are being asked to approve the Merger because the investment objectives of the Merging Fund is not substantially the same as the Continuing Fund. A copy of the text of the resolutions for the Merger is attached separately as Schedules B-5 to this Management Information Circular. The Management of the Merging Fund recommends that Securityholders vote in favour of these resolutions.


The fee structure of the Continuing Fund is the same as the fee structure for the corresponding Series of the Merging Fund, or lower in some instances as shown in the following table which shows the financial highlights of the Merging and Continuing Funds, as at June 30, 2017 (unless otherwise indicated below):


Investors Greater China Fund





The Fund aims to provide long-term capital growth by investing primarily in equity securities of companies located in China, Hong Kong, Taiwan and Singapore and in companies that derive a significant portion of their revenues from the Greater China region.


To achieve the Fund’s investment objective, the Fund will invest in securities of Chinese, Hong Kong, Taiwanese and Singapore issuers and other investments that are tied economically to the Greater China region.



The Fund aims to provide long-term capital growth by investing primarily in equity securities of companies in growth industries throughout Asia, including Japan.


To achieve its investment objective, the Fund intends to invest primarily in the common shares of companies in Asia, including Japan, following a top-down sector selection and a bottom-up stock selection management style.


Net Assets: $73.6 million Net Assets: $1,062.8 million







- 45 -

Investors Greater China Fund Investors Pan Asian Equity Fund

Administration Fee: 0.18% Administration Fee:

0.18%








- 46 -


Alto Conservative Portfolio

Alto Moderate Conservative Portfolio

Alto Moderate Portfolio

Alto Moderate Aggressive Portfolio

Alto Aggressive Portfolio

Allegro Income Portfolio

Allegro Income Balanced Portfolio

Allegro Balanced Portfolio

Allegro Balanced Growth Portfolio

Allegro Growth Portfolio

Benefits of the Mergers include:

The Continuing Funds offer broader investment management diversification opportunities;

The Continuing Funds are expected to have a more flexible investment approach that will provide enhanced diversification opportunities, including the ability to respond more quickly to changes in market conditions, if the Change of Objectives are approved by their Securityholders; and

Lower annual management fees, administration fees and/or trustee fees payable by some Series of the Merging Funds.

Currently, all of the Merging and Continuing Funds are passively managed, meaning that their investments in each of their Underlying Funds will not vary by more than 10% up or down, other than with respect to their investments (if any) in Investors Real Property Fund. All of these Funds have obtained regulatory relief to invest up to 10% of their net assets in that Underlying Fund subject to a variation of up to 2.5% to account for market fluctuations. Should any of the Merging Funds or Continuing Funds wish to change their investments in any Underlying Fund(s), they must provide their Securityholders with 21 days advance notice.

Meetings have also been convened for each of these Continuing Funds to approve a change in their fundamental investment strategies to allow them to invest in any Underlying Fund without specifying in advance the investment in any particular Underlying Fund (other than Investors Real Property Fund, if applicable). Using this approach, each Continuing Fund will be permitted to adjust its exposure to fixed income and/or equity securities (and other asset classes in some instances) within a prescribed range by increasing or decreasing its investments in any Underlying Fund at any time without prior notice to their Securityholders. If approved by their Securityholders, it is expected that this more flexible investment approach will provide the Continuing Funds with greater portfolio management opportunities, including added flexibility to respond more quickly to changes in the market conditions. (Please see Part A: Change of Objectives of this Circular for more details about the Proposal to change the investment strategies of these Continuing Funds.)

Securityholders of the Merging Funds are being asked to approve these Mergers because the fundamental investment strategies of the Merging Funds will not be substantially the same on the Effective Date of the Mergers as those of the Continuing Funds if the Change of Objectives are approved by Securityholders of the Continuing Funds

8. By voting to

approve these Mergers, Securityholders of the Merging Funds support Merging into their corresponding Continuing Funds regardless of whether the Change of Objectives proposed for these Continuing Funds are adopted. A copy of the text of the resolutions for each of these Mergers are attached separately as Schedules B-6 through B-10, respectively, to this Management Information Circular. The Management of the Merging Funds recommends that Securityholders vote in favour of these resolutions.


In all cases, the fee structure of the Continuing Funds is the same as the fee structure for the corresponding Series of the Merging Funds, or lower in some instances as shown in the following tables which show the financial highlights of the Merging and Continuing Funds, as at June 30, 2017 (unless otherwise indicated below):


Alto Conservative Portfolio


Allegro Income Portfolio

Proposed Investment Objective and Strategies1 (as proposed

to be effective September 6, 2017, subject to the Securityholder approval)


The Portfolio aims to provide a high level of income and capital preservation with limited capital growth over the long term. The Portfolio invests primarily in Underlying Funds that invest in Canadian fixed income securities. The Portfolio also has limited exposure to equities through investment in Underlying Funds that invest in Canadian, U.S. and international equity funds.

Proposed Investment objective

The Portfolio intends to provide investors with a diversified portfolio solution focused on providing long-term capital stability and income.

8 Note: Securityholders of the Continuing Funds are also being asked to approve a Change of Objectives for their Funds as described in Part A of

this Management Information Circular.


- 47 -


Alto Conservative Portfolio Allegro Income Portfolio


Weighting

Income Funds (60%)

IG Mackenzie Income Fund 15% Investors Global Bond Fund 5% Investors Canadian Corporate Bond Fund 10% Investors Mortgage and Short Term Income Fund 20% Investors Canadian Bond Fund % Investors Canadian high Yield Income Fund 5% Canadian Equity Funds (13%)

Investors Core Canadian Equity Fund 13% Foreign Equity Funds (17%)

Investors U.S. Large Cap Value Fund 7% IG Mackenzie Ivy European Fund 5% Investors Pan Asian Equity Fund 5% Investors Real Property Fund (10%) 10%

100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio’s long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 60% in fixed income, 30% in equity, and 10% in Investors Real Property Fund. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.

The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund. Currently, it is the Portfolio Advisor’s intention to maintain an investment in Investors Real Property Fund equal to approximately 10% of the assets of the Portfolio, subject to a variation of up to 2.5% to account for market fluctuations.


The Portfolio will primarily invest in, or obtain exposure to, fixed income securities. The Portfolio will also provide exposure to equity securities and may also invest in other asset classes.

Proposed Investment strategies


Asset Class Exposures Range

Fixed Income 60-80%

Equity 20-40%








Net Assets: $346.1 million Net Assets: $906.9 million

Management Fee:

1.695% (Series A, B, A-RDSP and B-RDSP) 1.695% (Series C) 1.445% (Series JDSC and JNL) 0.454% (Series U)

Management Fee: (Effective September 1, 2017)




- 48 -

Alto Conservative Portfolio Allegro Income Portfolio

Service Fee: 0.120% (Series A, B, JDSC, JNL, A-RDSP and B-RDSP) Up to 0.200% (Series C)

Service Fee: 0.120% (Series A, B, JDSC, JNL, A-RDSP and B-RDSP) Up to 0.200% (Series C)

Administration Fee:


0.15%

Distribution Fee:

0.10% Distribution Fee: 0.10%


2.37% Series B 2.42% Series C 2.04% Series JDSC 2.07% Series JNL 0.87% Series U 2.35% Series A-RDSP 2.37% Series B-RDSP



1 The revised investment objective and strategies in this table reflect the proposed Change of Objectives for the Continuing Fund. Please see Part A

of this Circular for information about the current objective and strategies of the Continuing Fund. If approved, this Merger will occur whether or not the Change of Objectives for the Continuing Fund are approved. Therefore, Securityholders of the Merging Fund should assume that either the current or revised investment objective and strategies of the Continuing Fund will apply after the Merger. 2

MER is the ratio of management fees plus other expenses (excluding brokerage commissions and trading costs) to average net assets for the 12 month period ended March 31, 2017.


- 49 -


Alto Moderate Conservative Portfolio


Allegro Income Balanced Portfolio

Proposed Investment Objective and Strategies1

(as proposed to be effective September 6, 2017, subject to Securityholder approval)


The Portfolio aims to provide a relatively high level of income and preservation of capital with moderate capital growth over the long term. The Portfolio invests primarily in Underlying Funds that invest in Canadian fixed income securities. The Portfolio also has moderate exposure to equities through investment in Underlying Funds that invest in Canadian, U.S. and international equity markets.


To achieve the Portfolio’s investment objective, the Manager invests in the following Underlying Funds:


Weighting

Income Funds (45%)

Investors Canadian Bond Fund 15% Investors Mortgage and Short Term Income Fund 20% Investors Canadian Corporate Bond Fund 5% Investors Canadian High Yield Income Fund 5% Canadian Equity Funds (20%)

IG Mackenzie Canadian Equity Growth Fund 5% Investors Canadian Large Cap Value Fund 5% Foreign Equity Funds (25%)

IG Putnam U.S. Growth Fund 5% Investors U.S. Large Cap Value Fund 10% Investors Pan Asian Equity Fund 5% IG Mackenzie Ivy European Fund 5% Investors Real Property Fund (10%) 10%

100%




Proposed Investment Objective

The Portfolio intends to provide investors with a diversified portfolio solution focused on providing long-term capital appreciation with a secondary focus on income.





Fixed Income 45-65%

Equity 35-55%









- 50 -

Alto Moderate Conservative Portfolio Allegro Income Balanced Portfolio

Net Assets: $304.3 million Net Assets: $714.9 million

Management Fee:

1.730% (Series A, B, C, A-RDSP and B-RDSP) 1.480% (Series JDSC and JNL) 0.530% (Series U)

Management Fee (effective September 1, 2017):

1.730% (Series A, B, C, A-RDSP and B-RDSP) 1.480% (Series JDSC and JNL) 0.530% (Series U)


Service Fee: 0.165% (Series A, B, A-RDSP, B-RDSP, JDSC and JNL) Up to 0.275% (Series C)

Service Fee: 0.165% (Series A, B, A-RDSP, B-RDSP, JDSC

and JNL) Up to 0.275% (Series C)

Administration Fee:


0.16%

Distribution Fee:

0.10% Distribution Fee:

0.10%




2.51% Series B 2.58% Series C 2.19% Series JDSC 2.22% Series JNL 1.01% Series U 2.50% Series A-RDSP 2.49% Series B- RDSP





- 51 -


Alto Moderate Portfolio


Allegro Balanced Portfolio




The Portfolio aims to provide long-term capital growth, with a secondary focus on modest income. The Portfolio invests primarily in Underlying Funds that invest in Canadian, U.S. and international equity markets. The Portfolio also has moderate exposure to fixed income markets through investments in Underlying Funds that invest in Canadian fixed income securities.


Weighting

Income Funds (30%)

Investors Mortgage and Short Term Income Fund 20% IG Mackenzie Income Fund 10% Canadian Equity Funds (30%)

Investors Canadian Large Cap Value Fund 10% IG Mackenzie Canadian Equity Growth Fund 15% Investors Canadian Small Cap Growth Fund 5% Foreign Equity Funds (30%)

IG Putnam U.S. Growth Fund 5% Investors U.S. Large Cap Value Fund 9% Investors European Mid-Cap Equity Fund 5% Investors Pan Asian Equity Fund 6% IG Mackenzie Ivy European Fund 5% Investors Real Property Fund (10%) 10%

100%










Fixed Income 30-50%

Equity 50-70%









- 52 -

Alto Moderate Portfolio Allegro Balanced Portfolio

Net Assets: $1,061.3 million Net Assets: $2,099.6 million

Management Fee:


Management Fee:


Trustee Fee: 0.0475% Trustee Fee (effective September 1, 2017):

0.0475%



Distribution Fee:


Administration Fee:


0.16%


2.59% Series B 2.67% Series C 2.25% Series JDSC 2.30% Series JNL 1.08% Series U 2.55% Series A-RSDP 2.61% Series B-RDSP


2.57% Series B 2.66% Series C 2.25% Series JDSC 2.29% Series JNL 1.07% Series U 2.55% Series A-RSDP 2.60% Series B-RDSP


of this Circular for information about the current objective and strategies of the Continuing Fund. If approved, this Merger will occur whether or not the Change of Objectives for the Continuing Fund are approved. Therefore, Securityholders of the Merging Fund should assume that either the current or revised investment objective and strategies of the Continuing Fund will apply after the Merger. 2 MER is the ratio of management fees plus other expenses (excluding brokerage commissions and trading costs) to average net assets for the 12



- 53 -


Alto Moderate Aggressive Portfolio



Proposed Investment Objective and Strategies1 (as

proposed to be effective September 6, 2017, subject to Securityholder approval)


The Portfolio aims to provide a high level of long-term capital growth with limited exposure to fixed income markets for diversification. The Portfolio invests primarily in Underlying Funds that invest in Canadian, U.S. and international equity markets. The Portfolio has limited exposure to fixed income securities through investment in Underlying Funds that invest in Canadian fixed income securities.



Weighting Income Funds (20%)

Investors Mortgage and Short Term Income Fund 5% IG Mackenzie Income Fund 10% Investors Canadian High Yield Income Fund 5% Canadian Equity Funds (38%)

Investors Canadian Large Cap Value Fund 15% Investors Canadian Small Cap Fund 5% Investors Canadian Growth Fund 10% IG Mackenzie Canadian Equity Growth Fund 8% Foreign Equity Funds (42%)

IG Putnam U.S. Growth Fund 7% Investors U.S. Large Cap Value Fund 15% Investors European Mid-Cap Equity Fund 10% Investors Pan Asian Equity Fund 5% Investors Pacific International Fund 5% 100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio’s long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 20% in fixed income and 80% in equity markets. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.








Fixed Income 10-30%

Equity 70-90%


Based on its assessment of economic and market conditions, the Portfolio Advisor will actively shift the allocation of the Portfolio's exposures across asset classes and within asset classes with respect to geography, sector, investment style, market capitalization, yield, credit, duration and/or currency.

In addition to fixed income and equity exposures, the Portfolio may also invest in other asset classes, including Investors Real Property Fund. The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund subject to a variation of up to 2.5% to account for market fluctuations. Currently the Portfolio Advisor does not intend to maintain an investment in Investors Real Property Fund. The investment by the Portfolio in Investors Real Property Fund may change at any time without prior notice.

Subject to regulatory restrictions on the maximum investment in Investors Real Property Fund, the Portfolio may invest more than 10% of its net assets in one or more Underlying Funds.






- 54 -

Alto Moderate Aggressive Portfolio Allegro Balanced Growth Portfolio

Net Assets: $435.5 million Net Assets: $1,225.4 million2

Management Fee:

1.838% (Series A, B, A-RDSP, B-RDSP and C) 1.588% (Series JDSC and JNL) 0.706% (Series U)

Management Fee:

(Effective September 1, 2017)

1.823% (Series A, B, A-RDSP, B-RDSP and C) 1.573% (Series JDSC and JNL) 0.691% (Series U)




Distribution Fee:


Administration Fee:



0.17%







It is proposed that Alto Moderate Aggressive Portfolio, Alto Moderate Aggressive Canada Focus Portfolio and Allegro Moderate Aggressive Canada Focus Portfolio each merge into Allegro Balanced Growth Portfolio. If all of these Mergers are approved by Securityholders, respectively approximately $1,057.9 million of assets are expected to be transferred into the Continuing Fund. 3 MER is the ratio of management fees plus other expenses (excluding brokerage commissions and trading costs) to average net assets for the

12 month period ended March 31, 2017.


- 55 -


Alto Aggressive Portfolio






The Portfolio aims to provide a high level of long-term capital growth. The Portfolio invests in Underlying Funds that invest in Canadian, U.S. and international equity markets.



Weighting Canadian Equity Funds (40%)

Investors Canadian Large Cap Value Fund 15% Investors Canadian Growth Fund 15% IG Mackenzie Canadian Equity Growth Fund 5% Investors Canadian Small Cap Fund 5% Foreign Equity Funds (60%)

IG Mackenzie Emerging Markets Class 10% Investors European Equity Fund 5% Investors U.S. Opportunities Fund 5% Investors U.S. Large Cap Value Fund 20% Investors European Mid-Cap Equity Fund 5% Investors Pan Asian Equity Fund 5% IG Putnam U.S. Growth Fund 5% 100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio’s long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 100% equity markets. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.




The Portfolio will primarily invest in or obtain exposure to equity securities. The Portfolio may also provide exposure to other asset classes.


The Portfolio will obtain its exposures by investing in Underlying Funds, and/or directly in securities. Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Portfolio's exposures with respect to geography, sector, investment style, market capitalization, and/or currency.






Net Assets: $217.8 million Net Assets: $409.4 million2

Management Fee: 1.920% (Series A, B, A-RDSP and B-RDSP) 1.920% (Series C) 1.670% (Series JDSC and JNL) 0.800% (Series U)

Management Fee:



Trustee Fee: 0.040% Trustee Fee:


0.040%


of this Circular for information about the current objective and strategies of the Continuing Fund. If approved, this Merger will occur whether or not the Change of Objectives for the Continuing Fund are approved. Therefore, Securityholders of the Merging Fund should assume that either the current or revised investment objective and strategies of the Continuing Fund will apply after the Merger.

2 It is proposed that Alto Aggressive Portfolio, Alto Aggressive Canada Focus Portfolio and Allegro Aggressive Canada Focus Portfolio each merge

into Allegro Growth Portfolio. If all of these Mergers are approved by Securityholders, respectively approximately $445.0 million of assets are expected to be transferred into the Continuing Fund.


- 56 -

Alto Aggressive Portfolio Allegro Growth Portfolio



Distribution Fee: 0.10% Distribution Fee: 0.10%

Administration Fee:



0.17%








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Alto Moderate Aggressive Canada Focus Portfolio Allegro Balanced Growth Portfolio


Alto Aggressive Canada Focus Portfolio Allegro Growth Portfolio


Benefits of the Mergers include:

The Continuing Funds are expected to have a more flexible investment approach that will provide enhanced diversification opportunities, including the ability to respond more quickly to changes in market conditions, if the proposed Change of Objectives are approved by their Securityholders; and

Lower annual management fees and/or trustee fees payable by some Series of the Merging Funds in most instances.

Given that the Merging Funds and their corresponding Continuing Funds have identical (or substantially similar) investment objectives (other than that the Merging Funds focus on Canadian securities), Management believes that Securityholders will benefit from these Mergers for the reasons indicated above, including the more comprehensive investment mandates offered by the Continuing Funds.

Currently, both the Merging and Continuing Funds are passively managed, meaning that their investments in each of their Underlying Funds will not vary by more than 10% up or down from its predetermined weighting, other than with respect to their investments (if any) in Investors Real Property Fund. All of these Funds have obtained regulatory relief to invest up to 10% of their net assets in that Underlying Fund subject to a variation of up to 2.5% to account for market fluctuations. Should any of the Merging or Continuing Funds wish to change their investments in any Underlying Fund(s), they must provide their Securityholders with 21 days advance notice.

Meetings have also been convened for both Continuing Funds to approve a change in their fundamental investment strategies to allow them to invest in any Underlying Fund without specifying in advance their investment in any particular Underlying Fund (other than Investors Real Property Fund, if applicable), into which they wish to invest. Using this approach, each Continuing Fund will be permitted to adjust its exposure to fixed income and/or equity securities (and other asset classes in some instances) by increasing or decreasing the amount of their investments in any Underlying Fund and/or in other securities at any time without prior notice to their Securityholders. If approved by their Securityholders, it is expected that this more flexible investment approach will provide the Continuing Funds with greater portfolio management opportunities, including added flexibility to respond more quickly to changes in market conditions. (Please see Part A: Change of Objectives of this Circular for more details about the Proposals to change the investment strategies of the Continuing Funds.)

Securityholders of the Merging Funds are being asked to approve these Mergers because the fundamental investment strategies of the Merging Funds are not substantially the same as those of the Continuing Funds. By voting to approve these Mergers, Securityholders of the Merging Funds support Merging into their corresponding Continuing Funds regardless of whether the Change of Objectives proposed for these Continuing Funds are adopted. A copy of the text of the resolutions for each of the Mergers is attached separately as Schedules B-11 through B-14 to this Management Information Circular, respectively. The Management of the Merging Funds recommends that Securityholders vote in favour of these resolutions.


In all cases the fee structure of the Continuing Funds is the same as the fee structure for the corresponding Series of the Merging Funds, or lower in some instances as shown in the following tables which show the financial highlights of the Merging and Continuing Funds, as at June 30, 2017 (unless otherwise indicated below):







Proposed Investment Objective and Strategies

1 (as proposed to be effective

September 6, 2017, subject to Securityholder approval)


of this Circular for information about the current objective and strategies of the Continuing Fund. If approved, this Merger will occur whether or not the Change of Objectives for the Continuing Fund are approved. Therefore, Securityholders of the Merging Funds should assume that either the current or revised investment objective and strategies of the Continuing Fund will apply after the Merger.


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The Portfolio aims to provide a high level of long-term capital growth with limited exposure to fixed income investments for diversification. The Portfolio invests primarily in Underlying Funds that invest in Canadian, U.S. and international equity markets. The Portfolio also has limited exposure to fixed income securities through investment in Underlying Funds that invest in Canadian fixed income markets.



Weighting Income Funds (20%) Investors Mortgage and Short Term Income Fund 5% IG Mackenzie Income Fund 10% Investors Canadian High Yield Income Fund 5% Canadian Equity Funds (50%) Investors Canadian Large Cap Value Fund 15% Investors Canadian Small Cap Fund 5% Investors Canadian Growth Fund 15% IG Mackenzie Canadian Equity Growth Fund 15% Foreign Equity Funds (30%) IG Mackenzie Ivy European Fund 5% IG Putnam U.S. Growth Fund 5% Investors U.S. Large Cap Value Fund 9% Investors European Mid-Cap Equity Fund 5% Investors Pan Asian Equity Fund 6% 100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio’s long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 20% in fixed income and 80% in equity markets. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.



The Portfolio aims to provide a high level of long-term capital growth with limited exposure to fixed income investments for diversification. The Portfolio invests primarily in Underlying Funds that invest in Canadian, U.S. and international equity markets. The Portfolio also has limited exposure to fixed income securities through investment in Underlying Funds that invest in Canadian fixed income securities.



Weighting Income Funds (20%) Investors Mortgage and Short Term Income Fund 5% IG Mackenzie Income Fund 10% Investors Canadian High Yield Income Fund 5% Canadian Equity Funds (50%) Investors Canadian Small Cap Fund 5% IG Mackenzie Canadian Equity Growth Fund 15% IG Franklin Bissett Canadian Equity Fund 15% IG FI Canadian Equity Fund 15% Foreign Equity Funds (30%) IG Putnam U.S. Growth Fund 5% Investors U.S. Large Cap Value Fund 9% Investors European Mid-Cap Equity Fund 5% Investors Pan Asian Equity Fund 6% Investors Pacific International Fund 5% 100%

The Portfolio is passively managed, meaning that the investments in the Underlying Funds will not vary by more than 10%, up or down from the percentages shown above, in response to market fluctuations. The Portfolio Advisors of the Underlying Funds manage the assets invested in the Portfolio, and investments are made in accordance with the objectives of the Underlying Funds. Excluding any assets held as cash, the Portfolio’s long-term asset class exposure based on its mix of Underlying Funds is generally expected to be about 20% fixed income and 80% in equity markets. This allocation will vary from time to time as a result of daily management of the Underlying Funds and market fluctuations.








Fixed Income Securities 10-30%

Equity Securities 70-90%


Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Portfolio's exposures across asset classes and within asset classes with respect to geography, sector, investment style, market capitalization, yield, credit, duration and/or currency. In addition to fixed income and equity exposures, the Portfolio may also invest in other asset classes, including Investors Real Property Fund. The Portfolio has received regulatory approval to invest up to 10% of its net assets in Investors Real Property Fund subject to a variation of up to 2.5% to account for market fluctuations. Currently, the Portfolio Advisor does not intend to maintain an investment in Investors Real Property Fund. The investment by the Portfolio in Investors Real Property Fund may change at any time without prior notice. Subject to regulatory restrictions on the maximum investment in Investors Real Property Fund, the Portfolio may invest more than 10% of its net assets in one or more Underlying Funds.



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The Portfolio may also hold a significant portion of its assets in cash or cash-equivalent instruments in response to or in anticipation of unfavorable market conditions and/or for liquidity purposes







Net Assets: $163.3 million $459.1 million $1,225.4 million (approximately

$2,283.3 million after the Effective Date)

2

Management Fee: 1.833% (Series A, B and C) 1.583% (Series JDSC and JNL) 0.701% (Series U)

1.823% (Series A, B and C) 1.573% (Series JDSC and JNL) 0.691% (Series U)

Effective September 1, 2017


Trustee Fee: 0.0475% 0.05% 0.046%

Service Fee: 0.240% (Series A, B, JDSC and JNL) up to 0.400 % (Series C)

0.240% (Series A, B, JDSC and JNL) up to 0.400 % (Series C)

0.240% (Series A, B, A-RDSP, B-RDSP, JDSC and JNL) Up to 0.400% (Series C)

Administration Fee:

0.17% 0.17% Effective September 1, 2017

0.17%

Distribution Fee: 0.10% 0.10% 0.10%



2.58% Series A 2.65% Series B 2.75% Series C 2.30% Series JDSC 2.38% Series JNL 1.13% Series U

2.62% Series A 2.66% Series B 2.77% Series C 2.34% Series JDSC 2.39% Series JNL 1.18% Series U 2.65% A-RDSP 2.70% B-RDSP

2 It is proposed that Alto Moderate Aggressive Portfolio, Alto Moderate Aggressive Canada Focus Portfolio and Allegro Moderate Aggressive

Canada Focus Portfolio each merge into Allegro Balanced Growth Portfolio. If all of these Mergers are approved by Securityholders, respectively approximately $1,057.9 million of assets are expected to be transferred into the Continuing Fund. 3



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Merging Funds Continuing Fund

Alto Aggressive Canada Focus Portfolio





Proposed Investment Objective and Strategies

1 (as proposed to be effective

September 6, 2017, subject to Securityholder approval)


The Portfolio aims to provide a high level of long-term capital growth. The Portfolio invests in Underlying Funds invested in Canadian, U.S. and international equity markets.



Weighting Canadian Equity Funds (70%) Investors Canadian Large Cap Value Fund 20% Investors Canadian Growth Fund 15% IG Mackenzie Canadian Equity Growth Fund 20% Investors Canadian Small Cap Fund 10% Investors Canadian Equity Fund 5% Foreign Equity Funds (30%) IG Mackenzie Ivy European Fund 5% IG Putnam U.S. Growth Fund 5% Investors Pan Asian Equity Fund 6% Investors U.S. Large Cap Value Fund 9% Investors European Mid-Cap Equity Fund 5% 100%




The Portfolio aims to provide a high level of long-term capital growth. The Portfolio invests in Underlying Funds invested in Canada, U.S. and international equity markets.



Weighting Canadian Equity Funds (65%) Investors Canadian Large Cap Value Fund 15% Investors Canadian Small Cap Fund 5% IG Mackenzie Canadian Equity Growth Fund 13% IG FI Canadian Equity Fund 17% IG Beutel Goodman Canadian Equity Fund 15% Foreign Equity Funds (35%) IG Putnam U.S. Growth Fund 5% Investors U.S. Large Cap Value Fund 9% Investors European Equity Fund 5% Investors European Mid-Cap Equity Fund 5 % Investors Pan Asian Equity Fund 6% IG AGF Global Equity Fund 5% 100%





The Portfolio will primarily invest in, or obtain exposure to, equity securities. The Portfolio may also provide exposure to other asset classes.


The Portfolio will obtain its exposures by investing in equity oriented Underlying Funds, and/or directly in equity securities. Based on its assessment of economic and market conditions, the Portfolio Advisor may actively shift the allocation of the Portfolio's exposures with respect to geography, sector, investment style, market capitalization, and/or currency.







of this Circular for information about the current objective and strategies of the Continuing Fund. If approved, this Merger will occur whether or not the Change of Objectives for the Continuing Fund are approved. Therefore, Securityholders of the Merging Funds should assume that either the current or revised investment objective and strategies of the Continuing Fund will apply after the Merger.


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Merging Funds Continuing Fund

Alto Aggressive Canada Focus Portfolio



Net Assets: $108.7 million $118.5 million $409.4 million (approximately

$854.4 million on the Effective Date)

2


1.881% (Series A, B, and C) 1.631% (Series JDSC and JNL) 0.781% (Series U)

Effective September 1, 2017


Trustee Fee: 0.05% 0.05% Effective September 1, 2017

0.04%


0.30% (Series A, B, JDSC and JNL) up to 0.50 % (Series C)

0.30% (Series A, B, A-RDSP, B-RDSP, JDSC and JNL) Up to 0.50% (Series C)

Administration Fee:

0.17% 0.17% Effective September 1, 2017

0.17%

Distribution Fee: 0.10% 0.10% 0.10%



2.71% Series A 2.78% Series B 2.91% Series C 2.43% Series JDSC 2.47% Series JNL 1.31% Series U

2.78% Series A 2.85% Series B 2.99% Series C 2.51% Series JDSC 2.59% Series JNL 1.33% Series U 2.81% Series A-RDSP 2.89% Series B-RDSP

2 It is proposed that Alto Aggressive Portfolio, Alto Aggressive Canada Focus Portfolio and Allegro Aggressive Canada Focus Portfolio each merge

into Allegro Growth Portfolio. If all of these Mergers are approved by Securityholders, respectively approximately $445.0 million of assets are expected to be transferred into the Continuing Fund. 3



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FUND MERGER STEPS

Upon completion of the Mergers, each Continuing Fund will have acquired the net assets of the applicable Merging Fund, and will continue as an open-end mutual fund trust governed by the laws of Manitoba.

The Mergers will take place on a date determined by the Management of the Funds (the “Effective Date”), in its sole discretion which is expected to be after the close of business on or about September 8, 2017. Any outstanding Unit certificates of the Merging Funds will be cancelled and new certificates issued (upon request) for Units of equal value in the Continuing Fund (based on the fair market value on the Effective Date). It is expected that the Merging Funds will be wound-up within 60 days of the Mergers.

The Manager has reviewed the investment portfolios of the Merging Funds and anticipates that some of the portfolio assets of the Merging Funds are not suitable for their corresponding Continuing Funds and may have to be liquidated (at least in part) by the Portfolio Advisor prior to the Mergers. If portfolio assets must be sold because of the Proposed Mergers, and not as a result of ongoing portfolio management decisions, the transactional costs (if any) relating to those dispositions will be borne by Investors Group. If the Merging Funds convert some or all of their holdings to cash, they will hold their assets as cash (or cash-like investments such as overnight deposits and commercial paper) for up to three business days prior to the Mergers. Alternatively, in circumstances where permitted, the Manager may elect to use this cash to purchase Units of the corresponding Continuing Fund (or of the Underlying Fund into which the Continuing Fund intends to invest) so that these assets are invested during this period of time. Accordingly, on the Effective Date, up to 100% of the assets of the Merging Funds may consist of the Units of these other Funds. On the Effective Date:

(i) The Units of the Continuing Funds held by the Merging Funds will be redeemed; and

(ii) Units of any Underlying Funds into which the Continuing Funds invest (or intend to invest) that are held by the Merging Funds will be transferred to their corresponding Continuing Funds.

Please refer to Resolutions to be considered and to Schedule B for the text of the resolutions Securityholders are asked to vote upon with respect to the Mergers at the Meetings.

Subject to regulatory approval (as may be required) and Securityholder approval, the Mergers will occur as follows:

Step 1: Prior to the Mergers, the Merging Funds and the Continuing Funds will determine the amount of income and net capital gains each has realized during the taxation year up to the Effective Date. These Funds will then distribute sufficient income and net capital gains to their Securityholders to ensure that the Funds will not pay any taxes.

Step 2: Each Merging Fund will transfer or sell all of its net assets (being its investment portfolio, other assets including cash, and liabilities) to its corresponding Continuing Fund in exchange for Units of equivalent value in the Continuing Fund, as determined on the Effective Date.

Step 3: Following Step 2, each Merging Fund will immediately thereafter redeem its own Units at their net asset value per Unit. Securityholders of the Merging Fund will receive Units of the equivalent Series of the corresponding Continuing Fund in an amount equal to the fair market value of their Units in the Merging Fund. After this step, Securityholders of each Merging Fund will become Securityholders of its corresponding Continuing Fund.

Step 4: Within 60 days after the Merger, the Merging Funds each will be wound-up.

EXCHANGE OF MERGING FUND UNITS FOR CONTINUING FUND UNITS

The Merging Funds issue several different Series of Units, each with different pricing options. (Please see Units and Shares of the Voting Funds Issued and Outstanding for more information). Securityholders of the Merging Funds will exchange their Units for the equivalent Series of Units of the Continuing Funds under the corresponding purchase option. Accordingly, the Units of the Continuing Fund they receive will have the same deferred sales charge (if any) as had applied to the Units they held in the Merging Fund, including the same service fee and service fee rebate (where applicable). (Please see Financial Highlights and Fee Comparison with respect to each Merger for more details about any differences in fees between the Merging and Continuing Funds.)

The number of Units of a Continuing Fund that Securityholders will receive for each Unit of their Merging Fund will depend on the Net Asset Value per Unit (generally referred to as the Unit “price”) of the Merging Fund, and of the Continuing Fund, on the Effective Date. For example, if the price of a Unit of a Merging Fund is $10.00 on the Effective Date, and the price of the corresponding Unit of the Continuing Fund is $5.00, the Securityholder will receive two Units of the Continuing Fund for each of their Units of the Merging Fund. The Unit prices of the Merging and Continuing Funds fluctuate on a daily basis and may be higher or lower on the Effective Date.


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INCOME TAX CONSEQUENCES OF THE MERGERS

These summaries1 describe the principal Canadian federal income tax consequences of the Mergers and assume that

Securityholders, at all relevant times for purposes of the Income Tax Act, are resident in Canada, hold their Units or Shares as capital property, deal with each Fund at arm’s length and have not entered into, and will not enter into, a “derivative forward agreement” as defined under the Income Tax Act with respect to their investments. These summaries are based on the current provisions of the Income Tax Act, the Regulations thereunder, specific proposals to amend the Income Tax Act (if any) publicly announced prior to the date hereof (the “Tax Proposals”) and an understanding of the current published administrative policies and practices of the Canada Revenue Agency, but do not take into account the tax laws of any province or territory of Canada or of any foreign jurisdiction. Except for the Tax Proposals (if any), the summaries do not take into account or anticipate any changes in law whether by legislative, governmental or judicial action or any changes in administrative practices.

These summaries assume that all of the Merging and Continuing Funds qualify and will continue to qualify as mutual fund trusts, for purposes of the Income Tax Act at all material times.

Units of the Merging and Continuing Funds (as applicable) are qualified investments for Registered Plans. Following the Mergers, the Units of the Continuing Funds will remain qualified investments for Registered Plans.

As of the date of this Management Information Circular, it is expected that all of the Mergers will occur on a tax-deferred basis.

Tax Impact on Funds:

The Mergers will trigger a tax year-end for both the Merging and Continuing Funds on the Effective Date. Prior to the Mergers, both Funds involved in the Mergers intend to distribute sufficient income and net realized capital gains so they will not pay tax. Had the Mergers occurred on June 30, 2017, all of the Merging and Continuing Funds (other than Investors Greater China Fund) would have had accrued income to distribute, but in all cases their income distributions were estimated to be less than 1% of their net assets, respectively. Some of the Funds would also have had realized capital gains, but the largest estimated capital gains distribution would not have exceeded approximately 1.1% of the net assets of any Fund.

On the Effective Date, the Merging Funds and the Continuing Funds will realize for tax purposes all of their unrealized capital losses, if any, on investments in their portfolios and may elect to realize sufficient capital gains to maximize the use of losses and the capital gains refunds available to the Funds. If any Fund has any unused tax losses, including losses it realizes as a result of a Merger, these losses cannot be used to shelter income or gains arising after the Merger.

The expiry of any unused tax losses will not affect the net asset values, or Unit values, of any Funds, but the fact that they will expire means that there may be a higher likelihood that the Continuing Funds may make a capital gains or income distribution in the future. As at the date of this Circular, it is not anticipated that there will be any significant unused tax losses accrued to the Continuing Funds that will expire as a result of the Mergers other than for Investors Greater China Fund which would have had unutilized losses of approximately $6.47 million as at June 30, 2017. If there are any unused losses of the Merging Funds these losses will expire after the Mergers.

Had the Mergers occurred on June 30, 2017, none of the Continuing Funds would have had any tax losses expire as a result of the Mergers.

If any of the Mergers result in the tax losses of the Merging Fund or Continuing Fund (or both) not being utilized, the Trustee believes Securityholders will still benefit from these Mergers as described under Summary of Benefits to You. Accordingly, the Trustee intends to proceed with these Mergers on a tax-deferred basis as described herein if they are approved at the Meetings.

Tax Impact on Securityholders:

Each of the Merging and Continuing Funds intends to distribute sufficient income and net realized capital gains (if any) to ensure that the Funds will not be required to pay any tax as a result of the Mergers. These distributions, if any, will occur within a few days prior to the Mergers, and if reinvested into each Securityholder’s account, the amount of any distribution will be added to the cost for purposes of determining the Securityholder’s adjusted cost base of their Units. These distributions must be included in the income for the taxation year of the Securityholder in which a distribution is received, unless the Securityholder’s investment is held in a Registered Plan.

If a capital gains distribution is required to be made by a Merging Fund prior to its Merger, it is not expected to be significant since it is anticipated that the Merging Funds will have sufficient entitlement to a capital gains refund or they will be able to offset any realized capital gains by losses that are deemed to be realized as a result of the Mergers. 1 These summaries are general in nature only and are not intended to be, nor should they be treated as, legal or tax advice. They are not

exhaustive of all possible tax consequences. Securityholders should consult their own tax advisors about their particular circumstances.


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Accordingly, as at June 30, 2017, it is anticipated that there will not be any significant distributions2 of income

or net realized capital gains arising as a result of the Mergers.

Securityholders will not realize any capital gain or loss for tax purposes as a result of the exchange of their Units in the Merging Fund for Units of the Continuing Fund. The aggregate adjusted cost base for tax purposes of the Units of the Continuing Fund received will be equal to the Securityholder’s adjusted cost base of the Units of the Merging Fund immediately prior to the Merger taking into account any reinvested distributions, as described above.

For all the Mergers, the adjusted cost base of the new Units of the Continuing Fund will be averaged with the adjusted cost base of any other Units of the same Series of the Continuing Fund already held by the Securityholder.

2 Being Distributions greater than 3% of any Fund’s net assets as at June 30, 2017.

Part C: Information Applicable to all Meetings

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PART C: INFORMATION APPLICABLE TO ALL MEETINGS

MANAGEMENT SOLICITATION OF PROXIES

This Circular is being made available to all Securityholders of the Voting Funds in connection with the solicitation of proxies for the Meetings. It is expected that the solicitation will be primarily by mail. The cost of solicitation by Management and any other costs and expenses directly associated with the Change of Objectives and the Mergers will be borne by Investors Group. Proxies are being solicited by Management. (Please see Voting your Units or Shares later for more information.)

APPOINTMENT AND REVOCATION OF PROXIES

The Management is named in the accompanying Proxy Form to attend and vote upon the matters to be discussed at the Meetings. A SECURITYHOLDER OF A VOTING FUND DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT HIM OR HER AT THE MEETING OF THEIR FUND MAY DO SO either by inserting the person's name in the accompanying Proxy Form or by completing another proxy in proper form and, in either case, delivering the completed proxy to the Secretary or the Chairperson prior to the Meeting(s) of their Fund(s).

A Securityholder who has given a proxy may revoke it either: (a) by signing a proxy bearing a later date and delivering it to the Secretary or the Chairperson prior to the Meeting; or (b) as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by the proxy, by signing a written notice of revocation and delivering it to the Secretary or the Chairperson at the Meeting; or (c) attending the Meeting in person.

Securityholders are asked to complete, date and sign the Proxy Form that accompanied the Notice for these Meetings and return it to the address shown on the postage paid return envelope. PROXIES SHOULD BE RETURNED AS SOON AS POSSIBLE, AND THE SECURITYHOLDER SHOULD ENSURE THAT THEY ARE RECEIVED BY NO LATER THAN 4:00 P.M. (CDT) ON AUGUST 30, 2017, OR IF ANY OF THE MEETINGS ARE ADJOURNED, AT LEAST 24 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) PRIOR TO THE RE-SCHEDULED MEETING(S).

EXERCISE OF DISCRETION BY PROXIES

Units or Shares of a Voting Fund represented by a properly executed Proxy Form (or other proxy in proper form) will be voted in accordance with the instructions indicated thereon (including on any ballot that may be called for in regard to any matter before the Meeting(s)). The Proxy Form that accompanied the Notice for these Meetings confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meetings. At the time of printing this Circular, Management knows of no such amendments, variations or other matters to come before the Meetings.

IMPORTANT: IF YOU ARE A SECURITYHOLDER OF MORE THAN ONE OF THE VOTING FUNDS, OR IF YOUR VOTING FUND IS BEING ASKED TO APPROVE MORE THAN ONE PROPOSAL, THEN THE PROXY MUST BE COMPLETED IN ALL PLACES WHERE INDICATED AND SIGNED IN ORDER FOR THAT PROXY TO BE CONSIDERED VALID FOR THE VOTING FUNDS OF WHICH YOU ARE A SECURITYHOLDER. IN THE ABSENCE OF ANY INSTRUCTIONS, THE UNITS OR SHARES REPRESENTED BY ANY SIGNED AND RETURNED PROXY FORM WILL BE VOTED IN FAVOUR OF EACH OF THE MATTERS REFERRED TO IN THE ACCOMPANYING NOTICE. ACCORDINGLY, IF YOU CHOOSE TO VOTE IN FAVOUR OF THE PROPOSAL(S) YOU MAY SIMPLY DATE AND SIGN YOUR PROXY FORM AND RETURN IT TO US IN THE ENCLOSED ENVELOPE.

VOTING YOUR UNITS OR SHARES

Only those persons included on the list of Securityholders of a Voting Fund as at the close of business on July 12, 2017 (the “Record Date”) will be entitled to vote at that Fund’s Meeting. If a Securityholder transfers the ownership of any Units or Shares after the Record Date, or if a person purchases Units or Shares of a Voting Fund after the Record Date, the new owner may be entitled to vote in the same manner as described above, provided that he or she establishes proper ownership and requests, not later than ten days before the Meeting, to be included in the list of Securityholders of that Voting Fund.

Each Merger, and each Change of Objectives must be approved by ordinary resolution, which is the affirmative vote of the holders of not less than a simple majority (50%) of the Units or Shares present in person or represented by proxy at the Meeting.

Only the Securityholders of a Voting Fund will vote on the Proposals with respect to that Fund. In order for the Meeting of any Voting Fund to be duly constituted, at least two Securityholders of that Fund must be present in person or represented by proxy at the meeting regardless of the number of Units or Shares they hold.


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Please note that if a quorum is not achieved to convene a Meeting, the Manager reserves the right to adjourn the Meeting as announced at the time and place of the original Meeting and reconvene the Meeting at (or about) the same location and time of day within 21 days of the original Meeting date, at which time attendance by any Securityholder in person or represented by proxy shall be quorum to constitute the Meeting. If the Meeting is adjourned to any time beyond 21 days after the original Meeting date, the Manager may provide notice of the adjourned Meeting similar to the Notice for the original Meeting date by means of publishing same in a newspaper of general circulation, or by any other means as permitted by applicable securities regulations. In the event that quorum is not present at a Meeting, Investors Group reserves the right to be present at that Meeting for purposes of helping achieve quorum, but will limit its participation by voting no more than one Share or Unit of any invested ‘seed capital’ or other investment it holds in that Fund. Please note, however, that any informed persons (see Informed Persons below) and any employees or consultants of Investors Group may vote their personal holdings at the Meetings.

NON-RETAIL SERIES

Some Securityholders of the Voting Funds may include certain other Investors Group Funds (that invest in Series P or F Units). As well, some segregated funds and Guaranteed Investment Funds (referred to as “GIFs”) administered by the Great-West Life Assurance Company invest in Series “S” Units or Shares issued by some Voting Funds, and a few of the Voting Funds also issue Series “DC” Units or Shares that are for the exclusive investment by (or on behalf of) the Investors Group Employee Defined Contribution Pension Plan. The Series P, Series F, Series S and Series DC Units or Shares are referred to as the “Non-retail Series”. These Non-retail Series have different fees in order to ensure that there is no duplication of management (or other) fees.

The Securityholders that invest in any of the Non-retail Series (other than Series ‘S’ currently held by one or more IG/GWL Segregated Funds and GIFs) are not required to approve, and are not being asked to approve, any of the Mergers or Change of Objectives because it is anticipated that these Non-retail Series Securityholders (other than IG/GWL Segregated Funds and GIFs) will redeem their investments in any of the Voting Funds prior to the Effective Dates of the Mergers and/or Change of Objectives, or Management has determined not to vote such Non-retail Series other than for the purposes disclosed under Voting Your Units or Shares. Accordingly, as of the date of this Management Information Circular, it is expected that Securityholders of Series S will be the only Non-retail Series participating at any of the Meetings.

UNITS AND SHARES OF THE VOTING FUNDS ISSUED AND OUTSTANDING

The Voting Funds have each issued and outstanding securities, commonly known as mutual fund Units (or simply “Units”) in the case of the Unit Trust Funds, or mutual fund Shares (or simply “Shares”) in the case of the Corporate Class Funds, which rank pari passu with each other for voting purposes at the Meeting of each Voting Fund, as applicable.

The Corporate Class Funds are issued by Investors Group Corporate Class Inc., a corporation governed by the Canada Business Corporations Act (the “CBCA”). The Unit Trust Funds are open-end mutual fund trusts established (or continued) under a Master Declaration of Trust governed by the laws of Manitoba with I.G. Investment Management, Ltd. as their Trustee. Under the CBCA (in the case of the Corporate Class Funds), and under the terms of the Master Declaration of Trust (in the case of the Unit Trust Funds), Securityholders of the Voting Funds have certain rights, including the right to vote in respect of certain fundamental changes.

Each Securityholder is entitled to one vote for each Unit or Share registered in the Securityholder’s name on the books of a Voting Fund

1. There are no votes attached to fractional Units or Shares. As at June 26, 2017, the number of Units

or Shares of each Voting Fund issued and outstanding, excluding investments by Investors Group such as “seed capital” if any which will not be voted other than in the manner and under the circumstances disclosed under Voting Your Units or Shares, and excluding the common shares of the Corporation as well as any Non-retail Series Securityholders (other than the IG/GWL Segregated Funds and GIFs) which will also not be voted, were as follows:

1 For this purpose, the term “Securityholder” includes persons whose investment in a Voting Fund is held by an intermediary

through a nominee name account.


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Voting Unit Trust Funds

Retail Series A, B, C, JDSC, JNL, TDSC, TNL, TC, TJDSC, TJNL, A-

RDSP, B-RDSP, U and TU Units (as applicable for each Voting Fund)

Issued and Outstanding

Voting Classes*

Retail Series A, B, JDSC, JNL, TDSC, TNL, TC, TJDSC, TJNL, U and TU

Shares (as applicable for each

Voting Fund) Issued and

Outstanding

Investors Canadian Balanced Fund 43,420,912.184 IG Templeton

International Equity Class 2,236,363.768

Investors Core Canadian Equity Fund 5,311,412.621 Investors International

Equity Class 364,040.033

IG Templeton International Equity Fund 13,584,709.438 Investors Greater China

Class 969,028.141

Investors International Equity Fund 2,181,035.426 Investors Pan Asian

Equity Class 1,573,826.219

Investors Greater China Fund 4,296,336.810 IG Mackenzie Ivy European Class

4,130,129.091

Alto Conservative Portfolio 22,745,021.588 IG Franklin Bissett

Canadian Equity Class 9,517,875.941

Alto Moderate Conservative Portfolio 20,204,066.996 Allegro Balanced Growth Canada Focus Portfolio

Class 4,030,544.925

Alto Moderate Portfolio 81,024,322.151 Allegro Growth Canada Focus Portfolio Class

984,826.874

Alto Moderate Aggressive Portfolio 29,779,971.209


12,602,798.556

Alto Aggressive Portfolio 13,811,418.731

Alto Aggressive Canada Focus Portfolio 8,826,559.484

Alto Monthly Income Portfolio 87,172,139.879

Alto Monthly Income and Growth Portfolio 61,379,792.055

Alto Monthly Income and Enhanced Growth Portfolio

75,896,723.982

Allegro Income Portfolio 70,287,015.794

Allegro Income Balanced Portfolio 55,196,426.436

Allegro Balanced Portfolio 175,905,713.268

Allegro Balanced Growth Portfolio 96,456,808.524


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Voting Unit Trust Funds

Retail Series A, B, C, JDSC, JNL, TDSC, TNL, TC, TJDSC, TJNL, A-

RDSP, B-RDSP, U and TU Units (as applicable for each Voting Fund)

Issued and Outstanding

Voting Classes*

Retail Series A, B, JDSC, JNL, TDSC, TNL, TC, TJDSC, TJNL, U and TU

Shares (as applicable for each

Voting Fund) Issued and

Outstanding

Allegro Growth Portfolio 35,235,675.456


40,080,008.031


10,864,629.759

*The Corporate Class Funds do not issue Series C, TC or Series A-RDSP or B-RDSP Shares

*In addition to the Units/Shares shown above as being issued and outstanding, the following Voting Funds have Series S Units issued and outstanding to one or more IG/GWL Segregated Funds and/or Guaranteed Investment Funds administered by the Great-West Life Assurance Company:

4,783,027.327 Series S Units by Investors Canadian Balanced Fund

7,787,196.445 Series S Units by Allegro Income Portfolio

7,280,008.226 Series S Units by Allegro Income Balanced Portfolio

8,676,915.275 Series S Units by Allegro Balanced Portfolio

3,736,386.531 Series S Units by Allegro Balanced Growth Portfolio

129,601.704 Series S Units by Allegro Moderate Aggressive Canada Focus Portfolio

728,429.613 Series S Units by Allegro Growth Portfolio

62,836.217 Series S Units by Allegro Aggressive Canada Focus Portfolio

8,245,217.249 Series S Units by Alto Conservative Portfolio

5,328,806.184 Series S Units by Alto Moderate Conservative Portfolio

6,611,558,290 Series S Units by Alto Moderate Portfolio

1,973,112.344 Series S Units by Alto Moderate Aggressive Portfolio

263,141.358 Series S Units by Alto Aggressive Portfolio

405,071.689 Series S Units by Alto Moderate Aggressive Canada Focus Portfolio

48,178.395 Series S Units by Alto Aggressive Canada Focus Portfolio

As the Voting Funds are mutual funds in continuous distribution, further Units or Shares will have been issued and some will have been surrendered for cancellation since those shown in the table above and prior to or after the Record Date. At the date of the Meetings, the number of issued and outstanding Units and Shares will have changed accordingly.

As mentioned under Non-retail Series, some of the Funds have issued one or more Non-retail Series to qualified investors, including other Investors Group Funds. These Non-retail Series generally have the same rights and privileges as the other Series, but have a different fee structure in order to ensure that there is no duplication of fees under a “fund-of-fund” investment arrangement. As stated earlier, it is expected that the Non-retail Series (other than Series ‘S’) will be redeemed prior to the Effective Dates of the Mergers and Change of Objectives, respectively, or otherwise will not be voted other than as indicated under Voting Your Units or Shares above.

(i) Unit Trust Funds

The Unit Trust Funds currently issue up to 14 classes of Units to retail purchasers referred to as “Series”. These Series of Units available to retail Securityholders have different fees and purchase options as follows:

Series A Units: These are Units subject to a Deferred Sales Charge (that were issued on or after July 28, 2003);

Series B Units: These are No-Load Units (that were issued on or after July 28, 2003);

Series C Units: These are both No-Load Units, and Units subject to a Deferred Sales Charge, that were issued prior to July 28, 2003, (or were issued subsequent to that date for purchases under an existing pre-authorized contribution (PAC) arrangement), or issued upon a switch of Series C or TC investments from other Investors Group Funds after that date;

Series JDSC Units: These are Units subject to a Deferred Sales Charge available for purchase by investors who generally have a minimum of $500,000 of Household Investments;

Series JNL Units: These are No-Load Units available for purchase by investors who generally have a minimum of $500,000 of Household Investments;


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Series U Units: These are usually No-Load Units available for purchase by investors who generally have a minimum of $500,000 of Household Investments, and which are subject to a separate advisory fee payable by Securityholders directly to the Principal Distributors;

Series TDSC Units: These are Units subject to a Deferred Sales Charge and which pay a monthly distribution of a fixed amount per Unit on or about every month end;

Series TNL Units: These are No-Load Units which pay a distribution of a fixed amount per Unit on or about every month end;

Series TC Units: These are both No-Load Units and Units subject to a Deferred Sales Charge which pay a distribution of a fixed amount per Unit on or about every month end, that were issued prior to July 28, 2003, or were issued subsequent to that date for purchases under an existing pre-authorized contribution (PAC) arrangement, or issued upon a switch of Series C or TC investments from other Investors Group Funds after that date;

Series TJDSC Units: These are Units subject to a Deferred Sales Charge available for purchase by investors who generally have purchased (and currently own) a minimum of $500,000 of Household Investments and which pay a regular distribution of a fixed amount per Unit on or about every month end.

Series TJNL Units: These are No-Load Units available for purchase by investors who generally have purchased (and currently own) a minimum of $500,000 of Household Investments and which pay a distribution of a fixed amount per Unit on or about every month end;

Series TU Units: These are usually No-Load Units available for purchase by investors who generally have a minimum of $500,000 of Household Investments and which are subject to a separate advisory free payable by Securityholders directly to the Principal Distributors, and which pay a distribution of a fixed amount per Unit on or about every month end;

Series A-RDSP: These are Units subject to a Deferred Sales Charge available for purchase by investors who are eligible for the federal Disability Tax Credit; and

Series B-RDSP: These are No-Load Units available for purchase by investors who are eligible for the federal Disability Tax Credit.

(ii) Corporate Class Funds

Investors Group Corporate Class Inc. (the “Corporation”) currently issues 60 separate classes of mutual fund Shares.

Each Class currently issues up to 10 types of mutual fund Shares to retail purchasers, referred to as “Series”. These Series of Shares to available to retail Securityholders have different fees and purchase options, as follows:

Series A Shares: These are Shares subject to a Deferred Sales Charge;

Series B Shares: These are No-Load Shares;

Series JDSC Shares: These are Shares subject to a Deferred Sales Charge available for purchase by investors who generally have a minimum of $500,000 of Household Investments;

Series JNL Shares: These are No-Load Shares available for purchase by investors who generally have a minimum of $500,000 of Household Investments;

Series U Shares: These are usually No-Load Shares available for purchase by investors who generally have a minimum of $500,000 of Household Investments, and which are subject to a separate advisory fee payable by Securityholders directly to the Principal Distributors;

Series TDSC Shares: These are Shares subject to a Deferred Sales Charge and which pay a regular capital distribution of a fixed amount per Share on or about every month end and/or as determined by the Corporation’s Board of Directors;

Series TNL Shares: These are No-Load Shares which pay a regular capital distribution of a fixed amount per Share on or about every month end and/or as determined by the Corporation’s Board of Directors;

Series TJDSC Shares: These are Shares subject to a Deferred Sales Charge available for purchase by investors who generally have purchased (and currently own) a minimum of $500,000 of Household Investments and which pay a regular capital distribution of a fixed amount per Share on or about every month end and/or as determined by the Corporation’s Board of Directors;

Series TJNL Shares: These are No-Load Shares available for purchase by investors who generally have purchased (and currently own) a minimum of $500,000 of Household Investments and which pay a regular capital distribution of a fixed amount per Share on or about every month end and/or as determined by the Corporation’s Board of Directors; and

Series TU Shares: These are usually No-Load Shares available for purchase by investors who generally have a minimum of $500,000 of Household Investments and which are subject to a separate advisory free payable by Securityholders directly to the Principal Distributors, and which pay a regular capital distribution of a fixed amount per Share on or about every month and/or as determined by the Board of Directors of the Corporation.

In addition, the Corporation has issued and outstanding common shares. These common shares are held by the Manager and will not be voted at any of the Meetings involving a Corporate Class Fund.


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PRINCIPAL SECURITYHOLDERS OF THE VOTING FUNDS

As at the Record Date, Management of the Voting Funds has no knowledge of any person or company beneficially owning, directly or indirectly, or exercising control or direction over, more than 10% of the issued and outstanding Units or Shares of any Series of the Voting Funds, other than with respect to:

(1) investments by Investors Group as “seed capital” (if any) when a Voting Fund was launched;

(2) investments by Securityholders in Non-retail Series including:

(i) other Investor Group Funds who hold 100% of Series F and P Units or Shares;

(ii) IG/GWL Segregated Funds and Guaranteed Investment Funds (which comprise 100% of the issued and outstanding Series S Units or Shares); and

(iii) by the Investors Group Employee Defined Contribution Pension Plan (which comprises 100% of the issued and outstanding Series DC Units or Shares);

(3) investments by the Manager in the common shares of the Corporation which will also not be voted because they are not issued by any of the Classes; and

(4) investments by certain retail Securityholders may exceed more than 10% of the value of the Units or Shares in some Series, but in each instance those investments represent less than 10% of the issued and outstanding Units or Shares of any Voting Fund. Please see Appendix I for more details.

Any investments by Investors Group will not be voted for purposes of these Meetings – other than for purposes as discussed earlier under Voting Your Units or Shares.

REDEMPTION OF UNITS OR SHARES AND DISSENT RIGHTS

Securityholders of the Continuing Funds may continue to redeem their Units as provided by the simplified prospectus of their Fund. The Mergers will not have any effect on their ability to redeem their Units. Similarly, the Funds for which a Change of Objectives is proposed may continue to redeem their Units or Shares and their deferred sales charge (redemption fee) schedule will not change and continues to apply.

Prior to the Mergers, Securityholders of the Merging Funds may continue to redeem their Units as provided by their Fund’s simplified prospectus. Requests to redeem Units of a Merging Fund may be made up to the close of business on the Effective Date of a Merger. Redemption requests received prior to or on the Effective Date, but not settled until after the Mergers, will be processed as requests to redeem Units of the corresponding Continuing Fund, and the normal settlement procedures will apply after the Mergers. A Securityholder’s deferred sales charge (redemption fee) schedule will not change as a result of the Mergers. As already stated, there are no sales charges, redemption, exchange, switch or transfer fees payable in connection with the exchange of Units held by a Securityholder between the Merging and Continuing Funds arising from the Mergers.

A Securityholder who does not hold their investment in a Registered Plan and who redeems Units of a Merging Fund before the Effective Date, or of a Continuing Fund before or after the Mergers, or Units or Shares of a Fund for which a Change of Objectives is proposed, will realize a capital gain (or loss) to the extent that the proceeds of disposition exceed (or are exceeded by) the Securityholder’s adjusted cost base for those Units or Shares.

There are no dissent rights associated with the approval of the Mergers or Changes of Objectives involving the Unit Trust Funds, however, Shareholders of the Classes may exercise the right to dissent to the Change of Objectives of their Class as provided by the Canada Business Corporations Act. To do so the Shareholder must provide the Corporation with a written objection to the resolutions to be considered by their Class at or before its Meeting. Dissenting Shareholders must demand payment for the “fair value” of their Shares (which is considered by the Board of the Corporation to be essentially the net asset value of their Shares on the date of demand) within 20 days of their becoming aware of the adoption of the resolution. (Results of the vote held at each Meeting will be posted on SEDAR www.sedar.com shortly after the Meetings). Shareholders of a Class that wish to exercise this right should consult with their legal advisor, keeping in mind that they may likewise receive the fair market value of their Shares (less any applicable redemption fees and tax) earlier than by exercising their right of dissent by simply submitting a redemption request prior to the Effective Dates, or at any time thereafter.



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INTEREST OF MANAGEMENT AND OTHERS IN THE MATTERS TO BE ACTED UPON

I.G. Investment Management, Ltd. (IGIM) is the Manager of the Voting Funds pursuant to separate master administrative management agreements with the Trustee (for the Unit Trust Funds) and the Corporation (for the Corporate Class Funds). Under the terms of these agreements (collectively the “Management Agreements”), the Manager is responsible for all general management and administrative services required for the day-to-day operations of the Voting Funds. As compensation for all these services, the Voting Funds pay an annual management fee (inclusive of any fees that are payable for investment advisory services provided by the Portfolio Advisors) and an administration fee, calculated in accordance with these agreements as disclosed in the simplified prospectus of each Voting Fund. In addition, the Manager and Portfolio Advisors will continue to receive a management fee and administration fee (as applicable) for their services provided to each of the Continuing Funds. In its capacity as Trustee, IGIM receives a trustee fee from the Unit Trust Funds. The Voting Funds also pay an annual service fee (and in certain cases an annual distribution fee) to the Principal Distributors (whom are affiliates of the Manager) that varies by Series.

The management fees, administration fees, trustee fees (if applicable), service fees and distribution fees (excluding any Sales Taxes as applicable) paid by the Voting Funds during the most recently completed fiscal year, ended on June 30, 2017, are set out below:

Voting Unit Trust Fund

Fees (excluding Sales Taxes) for the year ended

March 31, 2017 ($’000)

Fees (excluding Sales Taxes) for the period from April 1, 2017 to

June 30, 2017 ($’000)

Investors Canadian Balanced Fund 14,902.4 3,416.8

Investors Core Canadian Equity Fund 1,432.6 360.9

IG Templeton International Equity Fund 4,897.8 1,209.8

Investors International Equity Fund 729.2 182.3

Investors Greater China Fund 1,724.3 429.7

Alto Conservative Portfolio 6,300.4 1,650.3

Alto Moderate Conservative Portfolio 6,014.6 1,559.3

Alto Moderate Portfolio 22,863.1 5,863.4

Alto Moderate Aggressive Portfolio 9,645.5 2,532.6

Alto Moderate Aggressive Canada Focus Portfolio 3,920.9 973.4

Alto Aggressive Portfolio 4,847.6 1,321.8

Alto Aggressive Canada Focus Portfolio 2,672.1 669.8

Alto Monthly Income Portfolio 16,336.0 4,368.2

Alto Monthly Income and Growth Portfolio 13,957.1 3,392.0

Alto Monthly Income and Enhanced Growth Portfolio 17,559.7 4,380.9

Allegro Income Portfolio 13,997.4 4,174.7

Allegro Income Balanced Portfolio 12,964.7 3,657.0

Allegro Balanced Portfolio 43,051.7 11,418.9

Allegro Balanced Growth Portfolio 24,754.0 7,000.9

Allegro Growth Portfolio 8,686.9 2,507.5

Allegro Moderate Aggressive Canada Focus Portfolio 10,637.7 2,695.2

Allegro Aggressive Canada Focus Portfolio 2,864.5 734.3


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Voting Class

Fees (excluding Sales Taxes) for the year ended

March 31, 2017

($’000)

Fees (excluding Sales Taxes) for the period from April 1, 2017 to

June 30, 2017

($’000)

IG Templeton International Equity Class 832.3 184.6

Investors International Equity Class 102.7 25.0

Investors Greater China Class 354.2 82.2

IG Franklin Bissett Canadian Equity Class 2,834.2 662.1

IG Mackenzie Ivy European Class 1,306.1 295.1

Investors Pan Asian Equity Class 569.3 130.3

Allegro Balanced Growth Canada Focus Portfolio Class 1,016.5 258.5

Allegro Growth Canada Focus Portfolio Class 280.2 74.1

In addition, Securityholders with investments in Series U and TU pay a separate advisory fee directly to the Principal Distributors which are not included in the tables above. This advisory fee is negotiable for each Series U and TU Securityholder and depends on their Household Investments in Series U or TU and the level of service they receive (amongst other things). The advisory fee rate payable by Series U and TU Securityholders will not change because of the Mergers (or because of the Change of Objectives); however, the investment from which this fee is paid may change after the Mergers depending on each Securityholder’s holdings of Investors Group Funds. Contact your Investors Group Consultant to determine whether this applies to you.

I.G. Investment Management, Ltd. and/or I.G. International Management Limited (an affiliate of the Manager) are also the Portfolio Advisors for the Voting Funds, however, the Funds do not pay a separate fee for their advisory services because these fees are paid from the management fees. Additional details concerning the management fees and other fees and expenses paid by each Voting Fund in prior years are contained in their audited annual and unaudited interim financial statements.

Overall, the Mergers will not result in any increase in fees or expenses payable to the Manager or its affiliates and, in fact, some fees will be reduced in conjunction with the Mergers as disclosed in the “Merger Details” section of this Circular. However, Investors Group will benefit to the extent that there is a net reduction or elimination of any expenses, or other administrative efficiencies that arise as a result of the Mergers. Also, with respect to the proposed Merger of IG Templeton International Equity Fund into IG Mackenzie Ivy European Fund, the assets of the Merging Fund will be sub-advised by Mackenzie Financial Corporation (an affiliate of the Manager) after its Merger, whereas the current subadvisor of this Merging Fund is not an affiliate of the Manager. Sub-advisory fees will continue to be paid to the subadvisors by the Manager, but these amounts may change after the Mergers.

Similarly, by adopting a fund-of-funds structure, the IG Franklin Bissett Canadian Equity Class, Investors International Equity Class, IG Templeton International Equity Class, IG Mackenzie Ivy European Class, Investors Pan Asian Equity Class and Investors Greater China Class may achieve certain administrative efficiencies which could benefit the Manager.

INFORMED PERSONS

Informed persons of the Voting Funds include directors and executive officers of the Manager and any person who beneficially owns, controls or directs more than 10% of the voting securities of the Manager or the Voting Funds. As I.G. Investment Management, Ltd. is the Trustee of the Unit Trust Funds and Manager of all the Voting Funds, and the Corporate Class Funds are part of Investors Group Corporate Class Inc., information concerning the Manager’s and Corporation’s directors and executive officers is set out below, as these individuals are considered “informed persons” of the Voting Funds. (Please see Directors and Executive Officers of I.G. Investment Management, Ltd. and Directors and Executive Officers of Investors Group Corporate Class Inc., respectively, for more information.)

None of the informed persons, nor any associate or affiliate of them was indebted to the Voting Funds, nor did they have any transaction or arrangement with the Voting Funds during the last fiscal year, other than indirectly with respect to the Management Agreements between the Voting Funds and I.G. Investment Management, Ltd., as Manager of the Voting Funds. None of the executive officers of the Manager, Corporation or Trustee are compensated by the Voting Funds, but rather are compensated as employees of Investors Group (or its affiliates). If the Mergers are approved, the Manager will continue to provide management services to the Corporation, to the Continuing Funds, as well as to any Fund for which a Change of Objectives is proposed.


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In all other respects, the directors and executive officers of the Trustee and Manager, and the directors and executive officers of Investors Group Corporate Class Inc., have no material interest in the matters to be acted upon at the Meetings.

As mentioned under Principal Holders of the Voting Funds, certain Investors Group Funds hold 100% of Series F or P Units or Shares; certain IG/GWL Segregated Funds and Guaranteed Investment Funds hold 100% of Series S Units or Shares, and the Investors Group Employee Defined Contribution Pension Plan holds 100% of Series DC Units or Shares. These Securitholders are managed by the Manager or by an associate or affiliate of the Manager (such as The Great-West Life Assurance Company or one of its affiliates). In some cases the holdings of these Non-retail Securityholders may equal 10% of more of the outstanding voting Securities of a Voting Fund, but are not held for purposes of exercising control of any Voting Fund.

DIRECTORS AND EXECUTIVE OFFICERS OF I.G. INVESTMENT MANAGEMENT, LTD.

The Unit Trust Funds are not incorporated entities and, therefore, do not have their own board of directors or executive officers, but I.G. Investment Management, Ltd. (as their Trustee) performs these functions on their behalf. I.G. Investment Management, Ltd. is also the Manager of the Voting Funds.

The Board of Directors of I.G. Investment Management, Ltd. consists of 6 persons, 5 of whom are non-management directors not otherwise affiliated with IGM Financial Inc. or its affiliates as officers or employees other than as disclosed herein.

The names of the directors and executive officers and other insiders of the Trustee, I.G. Investment Management, Ltd., are as follows:

(i) DIRECTORS OF I.G. INVESTMENT MANAGEMENT, LTD.

Jeffrey R. Carney Director and Chairman of the Board Winnipeg, Manitoba

Robert MacDonald Director East St. Paul, Manitoba

Jean-Claude Bachand Director Montreal, Quebec

The Hon. Martin Cauchon, P.C., LL.M. Director Montreal, Quebec

Bernd S. Christmas Director Toronto, Ontario

William J. Assini Director London, Ontario

(ii) EXECUTIVE OFFICERS OF I.G. INVESTMENT MANAGEMENT, LTD.

Jeffrey R. Carney Chairman of the Board and President Winnipeg, Manitoba

Jeffrey Singer Executive Vice-President and Chief Investment Officer, Cambridge, Massachusetts

Todd Asman Executive Vice-President, Products and Financial Planning Winnipeg, Manitoba

David Cheop, Q.C. Chief Compliance Officer Winnipeg, Manitoba

Ian Lawrence Chief Financial Officer Winnipeg, Manitoba

The executive officers are compensated by the Manager and/or Investors Group and do not receive any compensation from the Unit Trust Funds for acting as officers of the Manager.

(iii) INSIDERS OF I.G. INVESTMENT MANAGEMENT, LTD.

IGM Financial Inc. Power Financial Corporation (and its other affiliates) Insider Insider Winnipeg, Manitoba Montreal, Quebec


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The voting common shares of I.G. Investment Management, Ltd. are held by Investors Group Inc., located at One Canada Centre, 447 Portage Avenue, Winnipeg, Manitoba, Canada R3B 3H5. IGM Financial Inc. indirectly owns 100% of the shares of the Manager. Other than the directors and officers of I.G. Investment Management, Ltd., there are no other insiders of I.G. INVESTMENT MANAGEMENT, LTD.

As at December 31, 2016, Power Corporation of Canada owned, directly or indirectly, 65.59% of the outstanding voting shares of Power Financial Corporation. As at that date, Power Financial Corporation, owned directly or indirectly, 65.33% of the outstanding voting shares of IGM Financial Inc. of which 61.51% was held directly, and 3.84% was held indirectly through Great-West Life (excluding 39,813 shares representing 0.016% held by Great-West Life in its segregated funds or for similar purposes), and 3.19%, was held indirectly through wholly-owned subsidiaries of Power Financial Corporation. The Desmarais Family Residuary Trust, a trust for the benefit of members of the family of the late Mr. Paul G. Desmarais has voting control, directly and indirectly, of Power Corporation of Canada.

DIRECTORS AND EXECUTIVE OFFICERS OF INVESTORS GROUP CORPORATE CLASS INC.

The Classes are separate classes of mutual fund Shares issued by Investors Group Corporate Class Inc. The Board of Directors of Investors Group Corporate Class Inc. consists of 6 persons, 5 of whom are non-management directors not otherwise affiliated with IGM Financial Inc. or its affiliates as officers or employees other than as disclosed herein.

The names of the directors and executive officers and other insiders of the Investors Group Corporate Class Inc. are as follows:

(i) DIRECTORS OF INVESTORS GROUP CORPORATE CLASS INC.

Jeffrey R. Carney Director and Chairman of the Board Winnipeg, Manitoba

Robert MacDonald Director East St. Paul, Manitoba

Jean-Claude Bachand Director Montreal, Quebec

The Hon. Martin Cauchon, P.C., LL.M. Director Montreal, Quebec

Bernd S. Christmas Director Toronto, Ontario

William J. Assini Director London, Ontario

(ii) EXECUTIVE OFFICERS OF INVESTORS GROUP CORPORATE CLASS INC.

Jeffrey. R. Carney Chairman of the Board Winnipeg, Manitoba

Keith Potter President and Chief Executive Officer Winnipeg, Manitoba

Barbara Jean Reid Vice-President, Finance and Chief Financial Officer Winnipeg, Manitoba

The executive officers of the Corporation are compensated by the Manager and/or Investors Group and do not receive any compensation from the Corporation for acting as officers of the Corporation.

(iii) INSIDERS OF INVESTORS GROUP CORPORATE CLASS INC.

IGM Financial Inc. Power Financial Corporation (and its other affiliates) Insider Insider Winnipeg, Manitoba Montreal, Quebec

The voting common shares of Investors Group Corporate Class Inc. are held by I.G. Investment Management, Ltd. IGM Financial Inc., located at One Canada Centre, 447 Portage Avenue, Winnipeg, Manitoba, Canada R3B 3H5, indirectly owns 100% of the shares of the Manager. Other than the directors and executive officers of Investors Group Corporate Class Inc., there are no other insiders of Investors Group Corporate Class Inc. See the section Insiders of I.G. Investment Management, Ltd. for more information on the ownership of Power Financial Corporation and its affiliates.


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RESOLUTIONS TO BE CONSIDERED

To be passed, the Merger resolutions and the Change of Objectives resolutions must be approved by the affirmative vote of not less than a majority of the votes cast by the Securityholders at each Meeting.

Each Proposal will be considered separately. Management may, in its discretion, not proceed with (or may delay) the implementation of one or more of the Proposals (as explained under Discretion of Management below). Following successful votes, and subject to any necessary regulatory approvals, we anticipate that:

(i) the Change of Objectives will take place after the close of business on or about September 6, 2017; and

(ii) the Mergers will take place after the close of business on or about September 8, 2017. The Merging Funds will be wound-up within 60 days (and not later than by December 31, 2017).

Copies of the text of the resolutions for each Change of Objectives are attached as Schedule A to this Circular, and each of the Merger resolutions are attached as Schedule B to this Circular. Management recommends that Securityholders vote in favour of the resolutions.

DISCRETION OF MANAGEMENT

The Proposals involve a number of components and some aspects may require regulatory approval. As a result, there are contingencies that may or may not occur. These contingencies prevent Management from determining, in advance, the appropriate action to take if the requested approvals are not all obtained. Therefore, the Proposals are being submitted to the Meetings on the basis that, if they are approved by Securityholders, the actions authorized by their approval may be implemented in the sole discretion of the Manager. Accordingly, even if any Proposal is approved, it may not be implemented in full, or may be postponed, or may not proceed at all.

RECOMMENDATIONS BY THE INDEPENDENT REVIEW COMMITTEE

The Manager has referred each of the Mergers to the IRC for review with respect to any actual, potential or perceived conflicts of interest arising from the Mergers. The IRC consists of individuals who are not in any way related to the Manager, the Corporation or their affiliates. The Voting Funds will pay their portion of the member fees and any expenses of the IRC (“IRC Costs”). IRC Costs include, without limitation, an annual retainer, a per meeting fee for each meeting attended and reimbursement of reasonable expenses incurred by the members of the IRC in the performance of their duties (such as travel and accommodation). After review, the IRC has determined that the Mergers each achieve a fair and reasonable result for the Merging Funds and the Continuing Funds.

While the IRC has reviewed the Mergers from a “conflict of interest” perspective, it is not the role of the IRC to recommend that Securityholders of any of the Funds vote in favour of the Proposals. Therefore, Securityholders of the Voting Funds should review each of the proposed Change of Objectives and Mergers involving their Fund(s) and make their own decision.

RECOMMENDATIONS

Change of Objectives: The Manager and the Corporation recommend that Securityholders vote to approve the Change of Objectives for their Fund(s) (if applicable) as described in this Circular by voting “FOR” the resolutions set out in Schedule A approving the Change of Objectives of their Fund(s).

Mergers: The Manager recommends that Securityholders of the Merging Funds, vote to approve the Mergers as described in this Circular by voting “FOR” the respective resolutions set out in Schedule B approving each Merger of their Fund(s).

DIRECTORS’ APPROVAL

The contents and the mailing of this Management Information Circular have been authorized by resolution of the Board of Directors of the Trustee (for the Unit Trust Funds), and by resolution of the Board of Directors of Investors Group Corporate Class Inc. (for the Classes).

DATED at Winnipeg, Manitoba, this 30th day of June 2017.

By Order of the Board of I.G. Investment Management, Ltd., as Trustee of the Unit Trust Funds

“S. Reiss”


By Order of the Board of Investors Group Corporate Class Inc., as issuer of the Classes

“S. Reiss”


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GLOSSARY OF TERMS

The following terms are used throughout the Notice and Summary and this Management Information Circular:

“Allegro Portfolio Classes” or “Portfolio Classes” refers to any one or both of:

Allegro Balanced Growth Canada Focus Portfolio Class, and Allegro Growth Canada Focus Portfolio Class.

“Allegro Portfolio Funds” refers to any one or more of:

Allegro Income Portfolio Allegro Income Balanced Portfolio Allegro Balanced Portfolio Allegro Balanced Growth Portfolio Allegro Moderate Aggressive Canada Focus Portfolio

1

Allegro Growth Portfolio; and Allegro Aggressive Canada Focus Portfolio.

1

“Alto Monthly Income Portfolios” refers to any one or more of:

Alto Monthly Income Portfolio Alto Monthly Income And Growth Portfolio; and Alto Monthly Income And Enhanced Growth Portfolio.

“Balanced Funds” refers to any one or more of:

Investors Canadian Balanced Fund1;

Investors Dividend Fund; Investors Global Dividend Fund; Investors Mutual of Canada; Investors U.S. Dividend Registered Fund; IG AGF Canadian Balanced Fund (to be known as IG CI Canadian Balanced Fund); IG Beutel Goodman Canadian Balanced Fund; IG Mackenzie Ivy Canadian Balanced Fund, and IG Mackenzie Strategic Income Fund.

“CBCA” means the Canada Business Corporations Act.

“Change of Objectives” means the change of the investment objective and/or fundamental investment strategy for one or more of the following Classes and Unit Trust Funds:

Investors International Equity Class IG Templeton International Equity Class Investors Greater China Class IG Franklin Bissett Canadian Equity Class IG Mackenzie Ivy European Class Investors Pan Asian Equity Class Allegro Portfolio Funds (other than the Allegro Moderate Aggressive Canada Focus Portfolio and the Allegro

Aggressive Canada Focus Portfolio) Allegro Balanced Growth Focus Portfolio Class and Allegro Growth Canada Focus Portfolio Class; and the Alto Monthly Income Portfolios.

“Class” or “Classes” means any one or more of IG Templeton International Equity Class, Investors International Equity Class, Investors Greater China Class, IG Franklin Bissett Canadian Equity Class, Investors Pan Asian Equity Class, IG Mackenzie Ivy European Class, Allegro Balanced Growth Canada Focus Portfolio Class and Allegro Growth Canada Focus Portfolio Class, as the context requires.

“Continuing Fund” or “Continuing Funds” means any one or more of the Investors Group Funds into which one or more of the Merging Funds are merging their assets.

“Corporate Class Fund” or “Corporate Class Funds” means any one or more of the mutual funds issued by Investors Group Corporate Class Inc., including the Classes.

“Corporation” means Investors Group Corporate Class Inc.

1 These Voting Funds are proposed to merge into other Investors Group Funds on or about September 8, 2017, subject to Securityholder approval.

Please see Part B of this Circular for details.

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“Derivative(s)” means a financial instrument that derives its value from the value of another security, index, economic indicator or other financial instrument. Please see each Fund’s Simplified Prospectus for examples of Derivatives.

“Effective Dates” are:

(i) for the Mergers expected to be on or about the close of business on September 8, 2017, subject to regulatory and Securityholder approvals, and

(ii) for the Change of Objectives expected to be on or about the close of business on September 6, 2017, subject to Securityholder approvals.

“Equity Income” refers to the income received from investments deemed to have equity-like characteristics. This may include, but is not limited to, income from dividend-paying common shares, and preferred shares and distributions from real estate investment trusts, income and royalty trusts. This could also include securities that provide a return of capital or that could be converted to equity securities.

“Fixed Distribution Series” refers to any or all of the Series TDSC, Series TNL, Series TC, Series TJDSC, Series TJNL and Series TU.

“Fund” or “Funds” means any one or more of the mutual funds issued by Investors Group Corporate Class Inc., or for which I.G. Investment Management, Ltd. is the trustee, and includes all of the Voting Funds.

“Fund Costs” consist of interest and borrowing costs, all applicable taxes (including, without limitation, Sales Taxes, income taxes and withholding taxes), all fees and expenses of the Investors Group Funds Independent Review Committee (the fees of which are set by the Investors Group Funds Independent Review Committee in consultation with Investors Group), the costs of complying with any new regulatory requirements (including, without limitation, any new fees) imposed after July 25, 2007 and any new third-party administrative charge that is not standard within the Canadian mutual fund industry as of that date. Fund Costs also include any Trustee, service, management, administration and distribution fees paid directly by a Fund, the mortgage administration and servicing fee paid by Funds that invest in mortgages administered by the Manager (if applicable), as well as brokerage fees and other transaction costs, including the costs associated with the use of Derivatives.

“Guaranteed Investment Funds” or “GIFs” refers to the family of segregated funds names “IG/GWL Guaranteed Investment Funds” which are issued by The Great-West Life Assurance Company and are available exclusively through Investors Group Consultants.

“Household” includes individuals residing at the same primary residence who, generally, are advised by the same Investors Group Consultant. Some exceptions may apply for certain client relationships, including but not limited to corporations and foundations.

“Household Investments” includes investments made and still held by a Household in all Investors Group Funds (other than investments in RDSP Series units offered by some Investors Group Funds) and in GIFs, except for the purpose of determining the advisory fees payable for Series U Shares or Units and Series TU Shares or Units where GIFs and RDSP Series are not included.

“Income Tax Act” means the federal legislation including regulations pertaining to the Income Tax Act, R.S.C. 1985 (5

th Supp.) c.1, as amended.

“Investors Group” means IGM Financial Inc. and its subsidiaries, including the Trustee and the Manager, but excluding Mackenzie Financial Corporation and Investment Planning Counsel Inc.

“Investors Group Fund” or “Investors Group Funds” means any one or more of the mutual funds issued by Investors Group Corporate Class Inc., or for which I.G. Investment Management Ltd., is the Trustee.

“IRC” means the Investors Group Funds Independent Review Committee.

“Management Expense Ratio” or “MER” means the percentage obtained by dividing the total expenses of a Series of a Fund during the year by the average net assets of that Series of the Fund during that year.

“Management Information Circular” refers to this document, dated June 30, 2017.

“Management of the Funds” or “Management” means the officers of Manager for the Unit Trust Funds, and/or the officers of Investors Group Corporate Class Inc. for the Corporate Class Funds, as applicable.

“Manager” means I.G. Investment Management, Ltd., the investment fund manager of all of the Investors Group Funds and Trustee of the Unit Trust Funds.

“Meeting” or “Meetings” mean any one or more of the Special Meetings of the Funds to be held at 10:00 a.m. (CDT), August 31, 2017, 447 Portage Avenue, Winnipeg, Manitoba or any adjournment(s) or postponements of such Meeting(s).

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“Meeting Date” means August 31, 2017.

“Merger(s)” means to combine one or more of the Merging Funds into a Continuing Fund, as applicable.

“Merging Fund”, “Merging Funds”, means any one or more of the Funds that are merging their assets into other Investors Group Funds.

“NI 81-102” refers to National Instrument 81-102 – Investment Funds, being the regulatory policy adopted by the Canadian Securities Administrators with respect to the regulation of retail mutual funds in Canada.

“Non-retail Series” refers to Units (or Shares, as applicable) that may be offered by the Funds from time to time for investment by qualified investors, including Investors Group Funds as well as the IG/GWL Segregated Funds, GIFs and other segregated funds offered by The Great-West Life Assurance Company (or its affiliates), and the Investors Group Employee Defined Contribution Pension Plan, being Series F, Series P, Series S and Series DC.

“Principal Distributors” means Investors Group Financial Services Inc. and Investors Group Securities Inc.

“Proposals” or “Proposals” means any Change of Objectives or any Merger individually, or any or either in combination.

“Proxy Form” refers to both the (i) Request for Voting instructions made by a Reporting Issuer (Form 54-101 F6) and (ii) Request for voting instructions made by a Reporting Issuer (Form 54-101 F7).

“Record Date” means the date on which the list of registered Unitholders or Shareholders of the Funds to whom this Notice and Management Information Circular is being sent was determined, being the close of business on July 12, 2017.

“Registered Plan” means a registered retirement savings plan (RRSP), registered retirement income fund (RRIF), registered education savings plan (RESP), Tax Free Savings Account (TFSA), or other similar tax-deferred plan under the Income Tax Act.

“RDSP Funds” refers to the Voting Funds that issue Series A-RDSP and Series B-RDSP Units, being the Alto Conservative Portfolio, Alto Moderate Conservative Portfolio, Alto Moderate Portfolio, Alto Moderate Aggressive Portfolio, Alto Aggressive Portfolio, Allegro Income Portfolio, Allegro Income Balanced Portfolio, Allegro Balanced Portfolio, Allegro Balanced Growth Portfolio, and Allegro Growth Portfolio.

“Sales Taxes” means Goods and Services Tax (GST), Harmonized Sales Tax (HST) and Quebec Sales Tax (QST) as applicable.

“Securityholders” means the Unitholders (in the case of the Unit Trust Funds), and mutual fund Shareholders (in the case of the Corporate Class Funds), that are entitled to vote at one or more of the Meetings. For purposes of this Notice and the Management Information Circular, Securityholders of Non-retail Series of any of the Voting Funds on the Record Date may not be considered as Securityholders for purposes of these Meetings in circumstances where it is contemplated that those Non-retail Series Securityholders will not be Securityholders at the time when the Mergers and/or Change of Objectives are expected to occur or when the Management has determined not to vote the Non-Retail Series.

“Series” means a series of Shares of a Corporate Class Fund or a series of Units of a Unit Trust Fund.

“Shares” means the mutual fund shares of a Series of one or more of the Corporate Class Funds.

“Shareholders” means the owners of mutual fund Shares in one or more of the Corporate Class Funds.

“Trustee” means I.G. Investment Management, Ltd., or any successor of I.G. Investment Management, Ltd. as trustee for each of the Unit Trust Funds.

“Unitholders” means the owners of mutual fund Units in one or more of the Unit Trust Funds on the Record Date.

“Unit Trust Fund” or “Unit Trust Funds” means Investors Canadian Balanced Fund, Investors Core Canadian Equity Fund, IG Templeton International Equity Fund, Investors International Equity Fund, Investors Greater China Fund, Alto Conservative Portfolio, Alto Moderate Conservative Portfolio, Alto Moderate Portfolio, Alto Moderate Aggressive Portfolio, Alto Moderate Aggressive Canada Focus Portfolio, Alto Aggressive Portfolio, Alto Aggressive Canada Focus Portfolio, Alto Monthly Income Portfolio, Alto Monthly Income and Growth Portfolio, Alto Monthly Income and Enhanced Growth Portfolio, Allegro Income Portfolio, Allegro Income Balanced Portfolio, Allegro Balanced Portfolio, Allegro Balanced Growth Portfolio, Allegro Growth Portfolio, Allegro Moderate Aggressive Canada Focus Portfolio and Allegro Aggressive Canada Focus Portfolio.

“Units” means the mutual fund Units of a Series of one or more of the Unit Trust Funds.

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“Underlying Fund” or “Underlying Funds” means any one or more of the Investors Group Funds, or other mutual funds managed by an affiliate or associate of the Manager (as the context requires), into which one or more Investors Group Funds invest or intends to invest.

“Voting Funds” means any one or all of the Classes and Unit Trust Funds, being the Investors Group Funds for which the Meetings are being convened to approve the Mergers, and/or to approve a Change of Objectives.

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APPENDIX I

PRINCIPAL SECURITYHOLDERS OF THE FUNDS (RETAIL SERIES)

As at June 26, 2017, only the following persons were known by the Manager to own, of record or beneficially, directly or indirectly, more than 10% of the voting securities of any retail Series of the Funds:

Name of Fund Series Number of Units or Shares

% of Series

Investor

Allegro Aggressive Canada Focus Portfolio JNL 34507.557 42.49% Individual Investor #1

Allegro Aggressive Canada Focus Portfolio JNL 19985.731 24.61% Individual Investor #2

Allegro Balanced Growth Canada Focus Portfolio Class TDSC 46750.365 10.53% Individual Investor #3

Allegro Balanced Growth Canada Focus Portfolio Class TNL 10610.470 10.60% Individual Investor #4


Allegro Balanced Growth Canada Focus Portfolio Class TNL 18356.024 18.34% Valois United Church Board

Trustee


Allegro Balanced Growth Canada Focus Portfolio Class TU 86097.925 22.36% Individual Investor #7

Allegro Balanced Growth Canada Focus Portfolio Class TU 48195.644 12.52% Marcmatt Investments Inc.

Allegro Balanced Growth Canada Focus Portfolio Class JNL 13972.968 14.98% Individual Investor #8

Allegro Balanced Growth Canada Focus Portfolio Class JNL 15301.841 16.41% 2363807 Ontario Inc.

Allegro Balanced Growth Canada Focus Portfolio Class JDSC 92010.959 10.29% Individual Investor #9

Allegro Balanced Growth Canada Focus Portfolio Class TJDSC 67332.432 13.86% Anne Martin Trust

Allegro Balanced Growth Canada Focus Portfolio Class TJNL 10214.207 12.96% Individual Investor #10





Allegro Growth Canada Focus Portfolio Class U 39857.158 12.00% Individual Investor #14

Allegro Growth Canada Focus Portfolio Class B 13361.124 16.93% Individual Investor #15

Allegro Growth Canada Focus Portfolio Class B 11574.417 14.67% Parkland Corporate

Development

Allegro Growth Canada Focus Portfolio Class JDSC 82831.471 29.38% Individual Investor #16

Allegro Growth Canada Focus Portfolio Class JNL 5661.721 15.00% Individual Investor #17



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Name of Fund Series Number of Units or Shares

% of Series

Investor

Alto Aggressive Canada Focus Portfolio JNL 4771.466 14.74% Individual Investor #20



Alto Aggressive Canada Focus Portfolio U 20246.472 10.93% Individual Investor #23

Alto Moderate Aggressive Canada Focus Portfolio JNL 12542.131 10.92% Individual Investor #24

Alto Monthly Income and Enhanced Growth Portfolio TJNL 56045.008 10.39% Individual Investor #25



Alto Monthly Income and Enhanced Growth Portfolio TC(DSC) 32133.826 10.38% Individual Investor #28

Alto Monthly Income and Growth Portfolio TJNL 86298.240 18.68% Individual Investor #29

Alto Monthly Income and Growth Portfolio TJNL 72648.306 15.73% Individual Investor #30

Alto Monthly Income and Growth Portfolio TU 264332.674 22.69% Individual Investor #31

Alto Monthly Income and Growth Portfolio TC(DSC) 23599.923 10.72% Individual Investor #32

Alto Monthly Income and Growth Portfolio TC(DSC) 26577.918 12.07% Individual Investor #33

Alto Monthly Income Portfolio TC(DSC) 21134.040 13.75% Individual Investor #34

Alto Monthly Income Portfolio TJDSC 82756.383 10.76% Individual Investor #35

Alto Monthly Income Portfolio TU 291925.082 13.32% Individual Investor #36

IG Mackenzie Ivy European Class B 24543.090 12.54% Individual Investor #37

Investors International Equity Class JDSC 10583.842 11.87% 1131435 Alberta Ltd.

Investors International Equity Class JNL 6807.815 17.26% 8288178 Canada Inc.

Investors International Equity Class JNL 11917.673 30.22% Individual Investor #38

Investors International Equity Fund JNL 6539.512 11.22% Individual Investor #39

Investors Canadian Balanced Fund TDSC 7669.608 69.95% Individual Investor #40

Investors Canadian Balanced Fund TDSC 1397.016 12.74% Individual Investor #41

Investors Canadian Balanced Fund TJDSC 5142.774 44.25% Individual Investor #42

Investors Canadian Balanced Fund TJDSC 6352.936 54.67% Individual Investor #43

Investors Canadian Balanced Fund TU 981.151 100.00% Individual Investor #44

Investors Greater China Class JNL 11130.924 30.61% Individual Investor #45

Securityholder contact information is available from the Manager upon request.

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SCHEDULE A RESOLUTIONS FOR

CHANGE OF OBJECTIVES PROPOSALS

SCHEDULE A-1

RESOLUTION TO BE CONSIDERED IN RESPECT OF THE CHANGE OF OBJECTIVE

BY SECURITYHOLDERS OF INVESTORS INTERNATIONAL EQUITY CLASS

AT THE SPECIAL MEETING TO BE HELD AUGUST 31, 2017

WHEREAS it is desirable and in the interest of Investors International Equity Class (the “Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Class be revised as more fully disclosed in the Management Information Circular to provide that the Class aims to provide long-term capital growth, consistent with protection of capital, primarily through exposure to European equity markets. The Class aims to achieve this exposure by investing primarily in other Investors Group Funds and/or directly in equity securities. The Class intends to invest up to 100% of its net assets primarily in IG Mackenzie Ivy European Fund or other Underlying Fund(s);

(b) The Manager be authorized to describe the revised investment objective and fundamental investment strategy as referred to in sub-paragraph 1(a) of this resolution in such a manner as it deems advisable in the best interests of the Class’ Shareholders to reflect the Change of Objectives.

2. Investors Group Corporate Class Inc. (the “Corporation”) and the Manager are authorized to adopt the revised

investment objective and fundamental investment strategy as authorized above and their respective officers are authorized to amend and/or file such other documents to implement the Change of Objectives and to take any other actions as they deem necessary or desirable to give effect to the foregoing.

3. Any one or more of the authorized officers and directors of the Manager are authorized to implement this

resolution on the date or the dates determined by the Manager, or to revoke or delay in whole or in part the implementation of this resolution for any reason whatsoever, in their sole and absolute discretion without further approval of the Securityholders of the Class if they consider such course to be in the best interests of the Class and its Securityholders.

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SCHEDULE A-2


BY SECURITYHOLDERS OF IG TEMPLETON INTERNATIONAL EQUITY CLASS


WHEREAS it is desirable and in the interest of IG Templeton International Equity Class (the “Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Class be revised as more fully disclosed in the Management Information Circular to provide that the Class aims to provide long-term capital growth, consistent with protection of capital, primarily through exposure to European equity markets. The Class aims to achieve this exposure by investing primarily in other Investors Group Funds and/or directly in equity securities. The Class intends to invest up to 100% of its net assets primarily in IG Mackenzie Ivy European Fund or other Underlying Fund(s);






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SCHEDULE A-3


BY SECURITYHOLDERS OF INVESTORS GREATER CHINA CLASS


WHEREAS it is desirable and in the interest of Investors Greater China Class (the “Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Class be revised as more fully disclosed in the Management Information Circular to provide that the Class aims to provide long-term capital growth primarily through exposure to common shares of companies located throughout Asia, including Japan. To achieve this exposure the Class will invest primarily in other Investors Group Funds and/or directly in equity securities. The Class intends to invest up to 100% of its net assets primarily in Investors Pan Asian Equity Fund or other Underlying Fund(s);





reduction resolution on the date or the dates determined by the Manager, or to revoke or delay in whole or in part the implementation of this resolution for any reason whatsoever, in their sole and absolute discretion without further approval of the securityholders Securityholders of the Class if they consider such course to be in the best interests of the Class and its Securityholders.

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SCHEDULE A-4


BY SECURITYHOLDERS OF IG FRANKLIN BISSETT CANADIAN EQUITY CLASS


WHEREAS it is desirable and in the interest of IG Franklin Bissett Canadian Equity Class (the “Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Class be revised as more fully disclosed in the Management Information Circular to provide that the Class aims to provide long-term capital appreciation primarily through exposure to mid to large capitalization Canadian equities. To achieve this exposure the Class aims to invest primarily in other Investors Group Funds and/or directly in equity securities. The Class intends to invest up to 100% of its net assets primarily in IG Franklin Bissett Canadian Equity Fund or other Underlying Fund(s);






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SCHEDULE A-5


BY SECURITYHOLDERS OF IG MACKENZIE IVY EUROPEAN CLASS


WHEREAS it is desirable and in the interest of IG Mackenzie Ivy European Class (the “Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Class be revised as more fully disclosed in the Management Information Circular to provide that the Class aims to provide long-term capital growth, consistent with protection of capital, by investing primarily in European equity markets. The Class aims to achieve this exposure primarily through exposure to other Investors Group Funds and/or directly in equity securities. The Class intends to invest up to 100% of its net assets primarily in IG Mackenzie Ivy European Fund or other Underlying Fund(s);






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SCHEDULE A-6


BY SECURITYHOLDERS OF INVESTORS PAN ASIAN EQUITY CLASS


WHEREAS it is desirable and in the interest of Investors Pan Asian Equity Class (the “Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Class be revised as more fully disclosed in the Management Information Circular to provide that the Class aims to provide long-term capital growth primarily through exposure to common shares of companies located throughout Asia, including Japan. To achieve this exposure the Class will invest primarily in other Investors Group Funds and/or directly in equity securities. The Class intends to invest up to 100% of its net assets primarily in Investors Pan Asian Equity Fund or other Underlying Fund(s);





reduction resolution on the date or the dates determined by the Manager, or to revoke or delay in whole or in part the implementation of this resolution for any reason whatsoever, in their sole and absolute discretion without further approval of the securityholders Securityholders of the Class if they consider such course to be in the best interests of the Class and its Securityholders.

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SCHEDULE A-7


BY SECURITYHOLDERS OF ALLEGRO BALANCED GROWTH CANADA FOCUS PORTFOLIO CLASS


WHEREAS it is desirable and in the interest of Allegro Balanced Growth Canada Focus Portfolio Class (the “Portfolio Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Portfolio Class be revised as more fully disclosed in the Management Information Circular to provide a diversified portfolio solution that provides long-term capital appreciation by investing primarily in Underlying Funds that invest in, or gain exposure to, equity and fixed income securities or other asset classes that, under normal market conditions, have exposures to fixed income and equity kept within the following ranges, being:

Range

Fixed Income 10-30%

Equity 70-90%

(b) The Manager be authorized to describe the revised investment objective and fundamental investment

strategy as referred to in sub-paragraph 1(a) of this resolution in such a manner as it deems advisable in the best interests of the Portfolio Class’ Shareholders to reflect the Change of Objectives.




resolution on the date or the dates determined by the Manager, or to revoke or delay in whole or in part the implementation of this resolution for any reason whatsoever, in their sole and absolute discretion without further approval of the Securityholders of the Portfolio Class if they consider such course to be in the best interests of the Portfolio Class and its Securityholders.

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SCHEDULE A-8


BY SECURITYHOLDERS OF ALLEGRO GROWTH CANADA FOCUS PORTFOLIO CLASS


WHEREAS it is desirable and in the interest of Allegro Growth Canada Focus Portfolio Class (the “Portfolio Class”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Portfolio Class be revised as more fully disclosed in the Management Information Circular to provide a diversified portfolio solution that provides long-term capital appreciation by investing primarily in equity oriented Underlying Funds and/or in equity securities;

(b) The Manager be authorized to describe the revised investment objective and fundamental investment strategy as referred to in sub-paragraph 1(a) of this resolution in such a manner as it deems advisable in the best interests of the Portfolio Class’ Shareholders to reflect the Change of Objectives.




resolution on the date or the dates determined by the Manager, or to revoke or delay in whole or in part the implementation of this resolution for any reason whatsoever, in their sole and absolute discretion without further approval of the Securityholders of the Portfolio Class if they consider such course to be in the best interests of the Portfolio Class and its Securityholders.

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SCHEDULE A-9

RESOLUTION TO BE CONSIDERED IN RESPECT OF THE CHANGE OF INVESTMENT OBJECTIVE AND/OR FUNDAMENTAL

INVESTMENT STRATEGY BY SECURITYHOLDERS OF

ALLEGRO INCOME PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Allegro Income Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategies (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategies of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide a diversified portfolio solution focused on providing long-term capital stability and income by investing primarily in Underlying Funds that invest in, or gain exposure to, equity and fixed income securities or other asset classes that, under normal market conditions, have exposures to fixed income and equity kept within the following ranges being:

Range

Fixed Income 60-80%

Equity 20-40%

(b) The Manager be authorized to describe the revised investment objective and fundamental investment strategies as referred to in sub-paragraph 1(a) of this resolution in such a manner as it deems advisable in the best interests of the Portfolio’s Securityholders to reflect the Change of Objectives.

2. The Trustee and the Manager are authorized to adopt the revised investment objective and fundamental

investment strategies as authorized above and their respective officers are authorized to amend and/or file such other documents to implement this Change of Objectives and to take any other actions as they deem necessary or desirable to give effect to the foregoing.


resolution at the date or dates determined by the Manager, or to revoke or delay the implementation of this resolution in whole or in part for any reason whatsoever, in their sole and absolute discretion without further approval of the Securityholders of the Portfolio if they consider such course to be in the best interests of the Portfolio and its Securityholders.

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SCHEDULE A-10


BY SECURITYHOLDERS OF ALLEGRO INCOME BALANCED PORTFOLIO


WHEREAS it is desirable and in the interest of Allegro Income Balanced Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategies (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategies of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide a diversified portfolio solution focused on providing long-term capital appreciation with a secondary focus on income by investing primarily in Underlying Funds that maintain a balance of exposures across several asset classes that, under normal market conditions, have exposures to fixed income and equity kept within the following ranges:

Range

Fixed Income 45-65%

Equity 35-55%


strategies as referred to in sub-paragraph 1(a) of this resolution in such a manner as it deems advisable in the best interests of the Portfolio’s Securityholders to reflect the Change of Objectives.





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SCHEDULE A-11


BY SECURITYHOLDERS OF ALLEGRO BALANCED PORTFOLIO


WHEREAS it is desirable and in the interest of Allegro Balanced Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategies of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide a diversified portfolio solution that provides long-term capital appreciation, by investing primarily in Underlying Funds that maintain a balance of exposures across several asset classes that, under normal market conditions, have exposures to fixed income and equity kept within the following ranges:

Range

Fixed Income 30-50%

Equity 50-70%







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SCHEDULE A-12


BY SECURITYHOLDERS OF ALLEGRO BALANCED GROWTH PORTFOLIO


WHEREAS it is desirable and in the interest of Allegro Balanced Growth Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategies of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide a diversified portfolio solution that provides long-term capital appreciation by investing primarily in Underlying Funds that invest in, or obtain exposure to, equity and fixed income securities or other asset classes that under normal market conditions, have exposures to fixed income and equity kept within the following ranges:

Range

Fixed Income 10-30%

Equity 70-90%







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SCHEDULE A-13


BY SECURITYHOLDERS OF ALLEGRO GROWTH PORTFOLIO


WHEREAS it is desirable and in the interest of Allegro Growth Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategies (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategies of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide a diversified portfolio solution that provides long-term capital appreciation by investing primarily in Underlying Funds that invest in or obtain exposure to equity securities.

(b) The Manager be authorized to describe the revised investment objective and fundamental investment strategies as referred to in sub-paragraph 1(a) of this resolution in such a manner as it deems advisable in the best interests of the Portfolio’s Securityholders to reflect the Change of Objectives.





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SCHEDULE A-14


BY SECURITYHOLDERS OF ALTO MONTHLY INCOME PORTFOLIO


WHEREAS it is desirable and in the interest of Alto Monthly Income Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide that the Portfolio intends to provide a diversified portfolio solution with a steady flow of income and long-term capital stability by primarily investing in Underlying Funds that invest in, or obtain exposure to, fixed income securities, and exposure to other asset classes that, under normal market conditions, have exposures to fixed income and equity kept within the following ranges:

Range

Fixed Income 60-80%

Equity 20-40%

(b) The Manager be authorized to describe the revised objective and fundamental investment strategy as

referred to in sub-paragraph 1(a) of this resolution in such a manner as it deems advisable in the best interests of the Portfolio’s Securityholders to reflect the Change of Objectives.


investment strategy as authorized above and their respective officers are authorized to amend and/or file such other documents to implement this Change of Objectives and to take any other actions as they deem necessary or desirable to give effect to the foregoing.


resolution on the date or dates as determined by the Manager, or to revoke or delay in whole or in part the implementation of this resolution for any reason whatsoever, in their sole and absolute discretion without further approval of the Securityholders of the Portfolio if they consider such course to be in the best interests of the Portfolio and its Securityholders.

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SCHEDULE A-15


BY SECURITYHOLDERS OF ALTO MONTHLY INCOME AND GROWTH PORTFOLIO


WHEREAS it is desirable and in the interest of Alto Monthly Income and Growth Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide that the Portfolio intends to provide a diversified portfolio with a steady flow of income with a secondary focus on long-term capital stability by primarily investing in Underlying Funds that maintain a balance of exposures across several asset classes that, under normal market conditions, have exposures to fixed income and equity kept within the following ranges:

Range

Fixed Income 40-60%

Equity 40-60%







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SCHEDULE A-16


BY SECURITYHOLDERS OF ALTO MONTHLY INCOME AND ENHANCED GROWTH PORTFOLIO


WHEREAS it is desirable and in the interest of Alto Monthly Income and Enhanced Growth Portfolio (the “Portfolio”) to change its investment objective and/or its fundamental investment strategy (the “Change of Objectives”); RESOLVED THAT: 1. Subject to paragraph 3 below, effective on or about September 6, 2017:

(a) The investment objective and/or fundamental investment strategy of the Portfolio be revised as more fully disclosed in the Management Information Circular to provide that the Portfolio intends to provide a diversified portfolio solution with a steady flow of income with a secondary focus on long-term capital appreciation by primarily investing in Underlying Funds that maintain a balance of exposures across several asset classes that, under normal market conditions, have exposures to fixed income and equity kept within the following ranges:

Range

Fixed Income 30-50%

Equity 50-70%







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SCHEDULE B RESOLUTIONS FOR MERGER PROPOSALS

SCHEDULE B-1

RESOLUTION TO BE CONSIDERED BY UNITHOLDERS OF

INVESTORS CANADIAN BALANCED FUND AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Investors Canadian Balanced Fund (the “Merging Fund”) to merge the Fund into Investors Mutual of Canada (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units

of the Continuing Fund of a corresponding Series to the outstanding Units of the Merging Fund, as determined in the reasonable judgement of the Manager, at an aggregate net asset value equal to the aggregate net asset value of the Merging Fund;

2. The Merging Fund redeem all of its outstanding Units and distribute the Units of the corresponding Series of

the Continuing Fund it receives to Unitholders of the Merging Fund as proceeds of redemption so that Unitholders of the Merging Fund receive the same Series of the Continuing Fund as they held in the Merging Fund (or the corresponding Series as determined in the reasonable judgement of the Manager), on a pro rata basis;

3. The Merger proceed on a tax deferred basis (as described in the Management Information Circular), or in such

manner as the Manager may determine is in the best interests of the Merging Fund and Unitholders of the Merging Fund;

4. No deferred sales charge shall be payable upon the redemption of Units of the Merging Fund referred to in

paragraph 2 and the Units of the Continuing Fund received by a Unitholder of the Merging Fund shall be subject to the same deferred sales charge schedule (if any) as applicable to the Units of the Merging Fund that are redeemed, but in all other respects the Units of the Continuing Fund received by Unitholders of the Merging Fund shall be subject to the same fees as applicable to other Unitholders of the same Series of the Continuing Fund;

5. The Merging Fund be terminated as soon as is reasonably practical and, in any event, within 60 days of the

transfer of assets and liabilities to the Continuing Fund;

6. Any one or more of the authorized officers and directors of the Manager (as applicable) are authorized and directed, on behalf of the Merging Fund, to execute and deliver all such documents and do all such acts and things (including the filing of any applications for regulatory relief and tax elections) as may be necessary or desirable to implement this resolution, including without limitation, the execution of any amendments to the Master Declaration of Trust relating to the Merging Fund and the filing of any revisions to the Simplified Prospectus (including any documents incorporated by reference into the Simplified Prospectus) of the Merging Fund; and

7. Any one or more of the authorized officers and directors of the Manager (as applicable) shall have the right to

revoke or delay the implementation of this resolution for any reason whatsoever in their sole and absolute discretion without further approval of the Unitholders of the Merging Fund if they consider such course to be in the best interests of the Merging Fund and its Unitholders.

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SCHEDULE B-2


INVESTORS CORE CANADIAN EQUITY FUND AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Investors Core Canadian Equity Fund (the “Merging Fund”) to merge into IG Franklin Bissett Canadian Equity Fund (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units

of the Continuing Fund of a corresponding Series to the outstanding Units of the Merging Fund, as determined in the reasonable judgement of the Manager at an aggregate net asset value equal to the aggregate net asset value of the Merging Fund;












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SCHEDULE B-3


INVESTORS INTERNATIONAL EQUITY FUND AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Investors International Equity Fund (the “Merging Fund”) to merge the Fund into IG Mackenzie Ivy European Fund (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units




3. The Merger proceed on a taxed deferred basis (as described in the Management Information Circular), or in

such manner as the Manager may determine is in the best interests of the Merging Fund and Unitholders of the Merging Fund;








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SCHEDULE B-4


IG TEMPLETON INTERNATIONAL EQUITY FUND AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of IG Templeton International Equity Fund (the “Merging Fund”) to merge into IG Mackenzie Ivy European Fund (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units












revoke or delay the implementation of this resolution for any reason whatsoever in their sole and absolute discretion without further approval of the Unitholders of the Merging Fund if they consider such course to be in the best interests of the Merging Fund and its unitholders.

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SCHEDULE B-5


INVESTORS GREATER CHINA FUND AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Investors Greater China Fund (the “Merging Fund”) to merge into Investors Pan Asian Equity Fund (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units

of the Continuing Fund of a corresponding Series to the outstanding Units of the Merging Fund, as determined in the reasonable judgement of I.G. Investment Management, Ltd. (the “Manager”), at an aggregate net asset value equal to the aggregate net asset value of the Merging Fund;












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SCHEDULE B-6


ALTO CONSERVATIVE PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Alto Conservative Portfolio (the “Merging Fund”) to merge into Allegro Income Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units











7. The authorized officers and directors of the Manager shall have the right to revoke or delay the implementation

of this resolution for any reason whatsoever in their sole and absolute discretion without further approval of the Unitholders of the Merging Fund if it considers such course to be in the best interests of the Merging Fund and its Unitholders.

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SCHEDULE B-7


ALTO MODERATE CONSERVATIVE PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Alto Moderate Conservative Portfolio (the “Merging Fund”) to into Allegro Income Balanced Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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SCHEDULE B-8


ALTO MODERATE PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Alto Moderate Portfolio (the “Merging Fund”) to merge into Allegro Balanced Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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SCHEDULE B-9


ALTO MODERATE AGGRESSIVE PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Alto Moderate Aggressive Portfolio (the “Merging Fund”) to merge into Allegro Balanced Growth Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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SCHEDULE B-10


ALTO AGGRESSIVE PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Alto Aggressive Portfolio (the “Merging Fund”) to merge into Allegro Growth Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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SCHEDULE B-11


ALTO MODERATE AGGRESSIVE CANADA FOCUS PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Alto Moderate Aggressive Canada Focus Portfolio (the “Merging Fund”) to merge into Allegro Balanced Growth Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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SCHEDULE B-12


ALLEGRO MODERATE AGGRESSIVE CANADA FOCUS PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Allegro Moderate Aggressive Canada Focus Portfolio (the “Merging Fund”) to merge into Allegro Balanced Growth Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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SCHEDULE B-13


ALTO AGGRESSIVE CANADA FOCUS PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Alto Aggressive Canada Focus Portfolio (the “Merging Fund”) to merge into Allegro Growth Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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SCHEDULE B-14


ALLEGRO AGGRESSIVE CANADA FOCUS PORTFOLIO AT THE SPECIAL MEETING

TO BE HELD AUGUST 31, 2017 WHEREAS it is desirable and in the interest of Allegro Aggressive Canada Focus Portfolio (the “Merging Fund”) to merge into Allegro Growth Portfolio (the “Continuing Fund”); AND WHEREAS this Merger has been submitted to the Investors Group Funds Independent Review Committee (the “IRC”) which, after review, has determined that this Merger achieves a fair and reasonable result. RESOLVED THAT: 1. All of the assets and liabilities of the Merging Fund be transferred to the Continuing Fund in exchange for Units













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