MANAGEMENT INFORMATION CIRCULAR · The information contained in this Management Information Circular (“Information Circular”) is provided by the board of directors of National

MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETINGS OF INVESTORS OF

National Bank Dividend Income Fund Inc.

and

National Bank AltaFund Investment Corp.

(the “Terminating Corporate Funds”)

AND

SPECIAL MEETINGS OF INVESTORS OF

NBI Long Term Bond Fund (formerly, National Bank

Long Term Bond Fund)

NBI U.S. $ Global Tactical Bond Fund (formerly,

National Bank U.S. $ Global Tactical Bond Fund)

NBI Monthly Secure Income Fund (formerly, National

Bank Monthly Secure Income Fund)

NBI Monthly Conservative Income Fund (formerly,

National Bank Monthly Conservative Income Fund)

NBI Monthly Moderate Income Fund (formerly,

National Bank Monthly Moderate Income Fund)

NBI Monthly Balanced Income Fund (formerly,

National Bank Monthly Balanced Income Fund)

NBI Monthly Growth Income Fund (formerly,

National Bank Monthly Growth Income Fund)

NBI Asset Allocation Fund (formerly, National Bank

Asset Allocation Fund)

NBI Monthly Equity Income Fund (formerly, National

Bank Monthly Equity Income Fund)

NBI High Dividend Fund (formerly, National Bank

High Dividend Fund)

NBI Westwood Global Dividend Fund (formerly,

Westwood Global Dividend Fund)

NBI Westwood Global Equity Fund (formerly,

Westwood Global Equity Fund)

NBI European Equity Fund (formerly, National

Bank European Equity Fund)

NBI Asia Pacific Fund (formerly, National Bank

Asia Pacific Fund)

NBI Japanese Equity Fund (formerly, National

Bank Japanese Equity Fund)

NBI Global Small Cap Fund (formerly, National

Bank Global Small Cap Fund)

NBI Science and Technology Fund (formerly,

National Bank Science and Technology Fund)

NBI Health Sciences Fund (formerly, National

Bank Health Sciences Fund)

NBI Energy Fund (formerly, National Bank

Energy Fund)

NBI Precious Metals Fund (formerly, National

Bank Precious Metals Fund)

NBI U.S. Growth & Income Private Portfolio

NBI Currency-Hedged U.S. High Conviction

Equity Private Portfolio

NBI Currency-Hedged International High

Conviction Equity Private Portfolio

(the “Terminating Trust Funds” and together with the

Terminating Corporate Funds, the “Terminating Funds”)

to be held on

May 10, 2017 commencing at 9:30 a.m. ET

at the offices of National Bank of Canada

600 de la Gauchetière Street West, Level C

Montreal, Quebec

TABLE OF CONTENTS

Page

SOLICITATION OF PROXIES ................................................................................................................... 3

PURPOSE OF THE MEETING ................................................................................................................... 3

REQUIRED SECURITYHOLDER APPROVAL ........................................................................................ 5

PROPOSED MERGERS .............................................................................................................................. 6

PROCEDURE FOR THE MERGERS ......................................................................................................... 9

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE

MERGERS .................................................................................................................................................. 12

FUND MERGER DETAILS ...................................................................................................................... 15

MERGER OF NBI LONG TERM BOND FUND INTO NBI BOND FUND ..................................... 15

MERGER OF NBI U.S. $ GLOBAL TACTICAL BOND FUND INTO NBI GLOBAL

TACTICAL BOND FUND .................................................................................................................. 18

MERGER OF NBI MONTHLY SECURE INCOME FUND INTO NBI SECURE

PORTFOLIO ........................................................................................................................................ 21

MERGER OF NBI MONTHLY CONSERVATIVE INCOME FUND INTO NBI

CONSERVATIVE PORTFOLIO ........................................................................................................ 25

MERGER OF NBI MONTHLY MODERATE INCOME FUND INTO NBI MODERATE

PORTFOLIO ........................................................................................................................................ 29

MERGER OF NBI MONTHLY BALANCED INCOME FUND INTO NBI BALANCED

PORTFOLIO ........................................................................................................................................ 33

MERGER OF NBI MONTHLY GROWTH INCOME FUND INTO NBI GROWTH

PORTFOLIO ........................................................................................................................................ 37

MERGER OF NBI ASSET ALLOCATION FUND INTO NBI GROWTH PORTFOLIO ................ 41

MERGER OF NBI MONTHLY EQUITY INCOME FUND INTO NBI EQUITY PORTFOLIO ..... 45

MERGER OF NATIONAL BANK DIVIDEND INCOME FUND INC. INTO NBI

DIVIDEND FUND ............................................................................................................................... 49

MERGER OF NBI HIGH DIVIDEND FUND INTO NBI CANADIAN EQUITY FUND ................ 52

MERGER OF NATIONAL BANK ALTAFUND INVESTMENT CORP. INTO NBI

CANADIAN EQUITY GROWTH FUND........................................................................................... 56

MERGER OF NBI WESTWOOD GLOBAL DIVIDEND FUND INTO NBI GLOBAL

EQUITY FUND ................................................................................................................................... 59

MERGER OF NBI WESTWOOD GLOBAL EQUITY FUND INTO NBI GLOBAL EQUITY

FUND ................................................................................................................................................... 63

MERGER OF NBI EUROPEAN EQUITY FUND INTO NBI GLOBAL EQUITY FUND .............. 66

- 2 -

MERGER OF NBI ASIA PACIFIC FUND INTO NBI GLOBAL EQUITY FUND .......................... 69

MERGER OF NBI JAPANESE EQUITY FUND INTO NBI GLOBAL EQUITY FUND ................ 72

MERGER OF NBI GLOBAL SMALL CAP FUND INTO NBI GLOBAL EQUITY FUND ............ 75

MERGER OF NBI SCIENCE AND TECHNOLOGY FUND INTO NBI GLOBAL EQUITY

FUND ................................................................................................................................................... 79

MERGER OF NBI HEALTH SCIENCES FUND INTO NBI GLOBAL EQUITY FUND................ 82

MERGER OF NBI ENERGY FUND INTO NBI RESOURCE FUND .............................................. 85

MERGER OF NBI PRECIOUS METALS FUND INTO NBI RESOURCE FUND .......................... 88

MERGER OF NBI U.S. GROWTH & INCOME PRIVATE PORTFOLIO INTO NBI U.S.

HIGH CONVICTION EQUITY PRIVATE PORTFOLIO .................................................................. 91

MERGER OF NBI CURRENCY-HEDGED U.S. HIGH CONVICTION EQUITY PRIVATE

PORTFOLIO INTO NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO ................ 95

MERGER OF NBI CURRENCY-HEDGED INTERNATIONAL HIGH CONVICTION

EQUITY PRIVATE PORTFOLIO INTO NBI INTERNATIONAL HIGH CONVICTION

EQUITY PRIVATE PORTFOLIO ...................................................................................................... 99

AMENDMENT TO THE BY-LAWS OF THE TERMINATING CORPORATE

FUNDS ..................................................................................................................................................... 102

BUSINESS OF THE ANNUAL MEETING FOR THE TERMINATING

CORPORATE FUNDS ............................................................................................................................. 103

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF THE

TERMINATING CORPORATE FUNDS ................................................................................................ 108

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE

TERMINATING CORPORATE FUNDS ................................................................................................ 109

MANAGEMENT OF THE FUNDS ......................................................................................................... 109

APPOINTMENT AND REVOCATION OF PROXIES .......................................................................... 111

EXERCISE OF DISCRETION BY PROXIES ........................................................................................ 112

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ...................................................... 112

GENERAL ................................................................................................................................................ 119

SCHEDULE “A” MERGER RESOLUTIONS ........................................................................................... 1

SCHEDULE “B” RESOLUTIONS TO CONFIRM AMENDMENT TO BY-

LAWS AND APPROVE BUSINESS TRANSACTED AT THE ANNUAL

MEETING OF THE TERMINATING CORPORATE FUNDS .................................................................. 1

3

SOLICITATION OF PROXIES

The information contained in this Management Information Circular (“Information Circular”) is provided

by the board of directors of National Bank Investments Inc. (the “Manager”) in its capacity as manager of

the Terminating Funds, and on behalf of Natcan Trust Company as trustee of each Terminating Trust Fund

other than NBI U.S. Growth & Income Private Portfolio, NBI Currency-Hedged U.S. High Conviction

Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity Private Portfolio

(the “Private Portfolios”) and on behalf of National Bank Trust Inc. as trustee for the Private Portfolios,

and by the boards of directors of the Terminating Corporate Funds in connection with the solicitation of

proxies on behalf of management of the Terminating Funds to be used at the special meetings of the

investors of the Terminating Trust Funds and the annual and special meetings of investors of the

Terminating Corporate Funds.

These meetings are to be held concurrently at the offices of National Bank of Canada, 600 de la Gauchetière

Street West, Level C, Montreal, Quebec on Wednesday, May 10, 2017 commencing at 9:30 a.m. ET

(collectively, the “Meeting”), with securityholders of each Terminating Fund voting together as a fund, for

the purposes outlined in the notice of meeting. The Manager anticipates that the solicitation of proxies will

principally be done by mail. The cost of the solicitation will be borne by the Manager. If the Meeting in

respect of any Terminating Fund is adjourned, the Manager hereby provides notice that the adjourned

meeting will be held at the same time and location on Thursday May 11, 2017.

PURPOSE OF THE MEETING

The purpose of the Meeting is to consider and, if advisable, pass the following resolutions:

1. in respect of each Terminating Fund, to approve the merger (each a “Merger” and collectively the

“Mergers”) of each Terminating Fund into its applicable continuing fund (each a “Continuing

Fund” and collectively the “Continuing Funds”) as set forth below, together with the matters

related thereto, as described in the Information Circular and in the resolutions attached as Schedule

“A” to this Information Circular:

Terminating Fund Continuing Fund

NBI Long Term Bond Fund NBI Bond Fund (formerly, National Bank

Bond Fund)

NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund (formerly,

National Bank Global Tactical Bond Fund)

NBI Monthly Secure Income Fund NBI Secure Portfolio

NBI Monthly Conservative Income Fund NBI Conservative Portfolio

NBI Monthly Moderate Income Fund NBI Moderate Portfolio

NBI Monthly Balanced Income Fund NBI Balanced Portfolio

NBI Monthly Growth Income Fund NBI Growth Portfolio

NBI Asset Allocation Fund

NBI Monthly Equity Income Fund NBI Equity Portfolio

4


National Bank Dividend Income Fund Inc. NBI Dividend Fund (formerly, National

Bank Dividend Fund)

NBI High Dividend Fund NBI Canadian Equity Fund (formerly,

National Bank Canadian Equity Fund)


NBI Canadian Equity Growth Fund

(formerly, National Bank Canadian Equity

Growth Fund)

NBI Westwood Global Dividend Fund

NBI Global Equity Fund (formerly, National

Bank Global Equity Fund)

NBI Westwood Global Equity Fund

NBI European Equity Fund

NBI Asia Pacific Fund

NBI Japanese Equity Fund

NBI Global Small Cap Fund

NBI Science and Technology Fund

NBI Health Sciences Fund

NBI Energy Fund NBI Resource Fund (formerly, National

Bank Resource Fund) NBI Precious Metals Fund

NBI U.S. Growth & Income Private Portfolio NBI U.S. High Conviction Equity Private

Portfolio NBI Currency-Hedged U.S. High Conviction




NBI International High Conviction Equity

Private Portfolio

2. in respect of each Terminating Corporate Fund, to appoint the directors of each Terminating

Corporate Fund, together with the matters related thereto, as described in this Information Circular

and in the resolutions attached as Schedule “B” to this Information Circular;

3. in respect of each Terminating Corporate Fund, to re-appoint Raymond Chabot Grant Thornton

LLP as auditors of each Terminating Corporate Fund and authorize the directors to fix the

remuneration of the auditors, together with the matters related thereto, as described in this

Information Circular and in the resolutions attached as Schedule “B” to this Information Circular;

4. in respect of each Terminating Corporate Fund, to confirm the amendment to the by-laws of each

Terminating Corporate Fund, together with the matters related thereto, as described in this

Information Circular and in the resolutions attached as Schedule “B” to this Information Circular;

and

5. to transact such other business as may properly come before the Meeting.

5

REQUIRED SECURITYHOLDER APPROVAL

Voting

Each of the Mergers in respect of the Terminating Trust Funds will not be effective unless approved

by a majority of the votes (i.e., more than 50%) cast by the securityholders of each Terminating Trust

Fund present or represented by proxy and entitled to vote at the Meeting.

Each of the Mergers in respect of the Terminating Corporate Funds will not be effective unless

approved by a special two-thirds majority (i.e. 66⅔%) of the votes cast by the securityholders of each

Terminating Corporate Fund present or represented by proxy and entitled to vote at the Meeting.

No Merger is contingent on any other Merger, and one may proceed even if another is not approved.

The confirmation of the amendment to the by-laws in respect of each Terminating Corporate Fund

requires the approval of a majority (i.e. more than 50%) of the votes cast by the securityholders of

each Terminating Corporate Fund present or represented by proxy and entitled to vote at the

Meeting.

The resolutions regarding the approval of the directors and the appointment of the independent

auditors for each Terminating Corporate Fund must be adopted by a majority (i.e. more than 50%)

of the votes cast by the securityholders of each Terminating Corporate Fund present or represented

by proxy and entitled to vote at the Meeting.

Securityholders of each Terminating Fund are entitled to one vote for each whole security held and no votes

for fractions of a security.

Holders of securities of record at the close of business on March 24, 2017 will be entitled to vote at the

Meeting, except to the extent that such securities are redeemed prior to the Meeting or that a transferee of

securities after that date complies with the required procedures in order to qualify to vote the transferred

securities. If your securities were transferred to you from another holder after March 24, 2017 (this would

occur only in unusual circumstances, such as death of a holder), you should contact the Manager to

determine the documentation necessary to transfer the securities on the Manager’s records. You will only

be able to vote the transferred securities after the transfer has been recorded on the Manager’s records.

Quorum

In order for any Meeting of a Fund to be duly constituted, at least two securityholders of such Fund must

be present in person or represented by proxy at that Meeting. If a quorum is not present at the opening of

any Meeting of a Fund, the Meeting in respect of that Fund may be adjourned to a fixed time and place but

no business may be transacted in respect of that Fund. If any Meeting of a Terminating Trust Fund is

adjourned due to lack of quorum, securityholders present in person or represented by proxy at the adjourned

Meeting, whatever their number and the number of securities held by them, will form a quorum. If any

Meeting of a Terminating Corporate Fund is adjourned due to lack of quorum, two securityholders present

in person or represented by proxy at the adjourned Meeting will form a quorum.

6

PROPOSED MERGERS

Benefits of the proposed mergers

The Manager believes these Mergers will be beneficial to the securityholders of the Funds for the following

reasons:

the Mergers will result in a more streamlined and simplified product line-up that is easier for

investors to understand;

the Mergers will eliminate similar fund offerings, thereby reducing the administrative and

regulatory costs of operating each Terminating Fund and Continuing Fund as separate funds;

in some cases, the Continuing Funds have delivered stronger long term performance than the

applicable Terminating Funds;

in some cases, the Continuing Fund may offer a more global approach to investing;

following the Mergers, each Continuing Fund will have a portfolio of greater value, which may

allow for increased portfolio diversification opportunities if desired;

in some cases, there is significant overlap between portfolio holdings of the Terminating Fund and

portfolio holdings of the Continuing Fund;

each Continuing Fund, as a result of its greater size, may benefit from its larger profile in the

marketplace; and

in some cases, management fees and/or fixed administration fees will be lower for the Continuing

Funds.

Each of the proposed Mergers is conditional upon receiving approval from the applicable

Terminating Fund, as well as regulatory approval.

The historical rates of return for each Terminating Fund and the Continuing Funds are available in the

management report of fund performance for the applicable Fund.

The Manager proposes to effect the following Mergers on a taxable basis (the “Taxable Mergers”):


NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund

National Bank Dividend Income Fund Inc. NBI Dividend Fund

National Bank AltaFund Investment Corp. NBI Canadian Equity Growth Fund

NBI Westwood Global Equity Fund NBI Global Equity Fund

NBI Energy Fund NBI Resource Fund

NBI Precious Metals Fund

7




NBI U.S. High Conviction Equity Private

Portfolio



NBI International High Conviction Equity

Private Portfolio

The Merger of NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI U.S. High

Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity

Private Portfolio into NBI International High Conviction Equity Private Portfolio (the “High Conviction

Mergers”) will be effected as Taxable Mergers as the sole holdings of the two Terminating Funds are

currency forwards and securities of the applicable Continuing Fund. Therefore, there are no available assets

of either Terminating Fund available to be transferred to the respective Continuing Funds; as is required to

be effected on a tax-deferred basis. The Merger of NBI Westwood Global Equity Fund into NBI Global

Equity Fund cannot be effected as a tax-deferred Merger, as the Terminating Fund is not a mutual fund

trust; as is required to be effected on a tax-deferred basis.

The Manager proposes to effect all of the remaining Taxable Mergers as taxable transactions because the

Manager has determined that it would be in the overall best interest of investors in each of the relevant

Terminating Fund and Continuing Fund. Further, as at the date of this Information Circular, the majority

of investors in the Terminating Funds involved in the Taxable Mergers are tax exempt or have an accrued

loss on their securities. Effecting the Taxable Mergers on a taxable basis will preserve the unused tax losses

of the Continuing Funds, which would otherwise expire upon implementation of the Mergers on a tax-

deferred basis and therefore would not be available to shelter income and capital gains realized by the

Continuing Fund in future years.

The following Mergers (the “Tax-Deferred Mergers”) will be effected on a tax-deferred basis for

securityholders:


NBI Long Term Bond Fund NBI Bond Fund

NBI Monthly Secure Income Fund NBI Secure Portfolio

NBI Monthly Conservative Income Fund NBI Conservative Portfolio

NBI Monthly Moderate Income Fund NBI Moderate Portfolio

NBI Monthly Balanced Income Fund NBI Balanced Portfolio

NBI Monthly Growth Income Fund NBI Growth Portfolio

NBI Asset Allocation Fund

NBI Monthly Equity Income Fund NBI Equity Portfolio

NBI High Dividend Fund NBI Canadian Equity Fund

8


NBI Westwood Global Dividend Fund

NBI Global Equity Fund

NBI European Equity Fund

NBI Asia Pacific Fund

NBI Japanese Equity Fund

NBI Global Small Cap Fund

NBI Science and Technology Fund

NBI Health Sciences Fund

NBI U.S. Growth & Income Private Portfolio NBI U.S. High Conviction Equity Private

Portfolio

The tax consequences of the Mergers are further discussed in the section “Canadian Federal Income Tax

Considerations for the Mergers”. You should read this section and the section that provides a detailed

description of the Merger that affects your Terminating Fund.

No sales charges, redemption fees or other fees or commissions will be payable by securityholders of the

Terminating Funds in connection with the Mergers. All costs and expenses associated with the Mergers

will be borne by the Manager.

If an investor chooses to redeem securities of a Terminating Fund purchased under the deferred sales charge

option or the low sales charge option prior to the Merger, the Manager will not waive any redemption fees

payable by such investor in connection with the redemption of such securities. The existing deferred sales

charge or low load schedule applicable to securities of a Terminating Fund will be carried over to the

securities of the relevant Continuing Fund.

Difference between a Trust Fund and a Corporate Fund

An investment fund may be structured as a trust (a “Trust Fund”) or as a corporation or class of a corporation (a

“Corporate Fund”). All of the Continuing Funds are Trust Funds. Both allow you to pool your money with other

investors, but there are some differences. When you invest in a Trust Fund, you buy units of the trust. When you

invest in a Corporate Fund, you buy shares of the corporation.

The main difference between an investment in a Trust Fund and an investment in a Corporate Fund is in how your

investment is taxed, which may be important if you’re investing outside of a registered plan. Corporate Funds

distribute earnings by declaring ordinary dividends or capital gains dividends. Trust Funds distribute all of their

income and sufficient net realized capital gains so that the applicable Trust Fund will not be subject to tax. For tax

purposes, these distributions to unitholders of a Trust Fund generally retain the same character as the income that

is received by the Trust Fund. For more information, see the simplified prospectus of the Funds.

Investors in a Trust Fund may be granted different voting rights than investors in a Corporate Fund. Trust Fund

investors are granted voting rights under the applicable trust document governing the trust, whereas investors in a

Corporate Fund are granted voting rights by the applicable corporate statute governing the corporation, as well as

by the articles and by-laws governing the Terminating Corporate Fund. In the case of the Terminating Corporate

Funds, the applicable corporate statute is the Canada Business Corporations Act (the “CBCA”). The rights granted

to Terminating Corporate Fund investors under the CBCA include the right to vote in respect of certain fundamental

changes proposed to be made to the Terminating Corporate Funds (including a sale of all or substantially all of its

assets out of the ordinary course of business) and the right to dissent from certain fundamental changes to the

9

Terminating Corporate Fund and to be paid the fair value for their shares. Fundamental changes to a corporation

generally may be made only if approved by a resolution of shareholders of the corporation passed by two-thirds of

the votes cast at a meeting of shareholders or by an instrument in writing signed by all the shareholders.

As required by the CBCA, the Terminating Corporate Funds have a board of directors that is elected annually by

the shareholders. The directors and officers of Terminating Corporate Funds, along with the Manager, manage the

affairs of Terminating Corporate Funds and, in exercising their powers and discharging their duties, are required to

act honestly and in good faith with a view to the best interests of Terminating Corporate Funds, and to exercise the

care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In contrast,

a Trust Fund, such as the Terminating Trust Funds (as defined below), does not have a board of directors. Rather,

under the relevant declaration of trust of each Terminating Trust Fund, the trustee is obliged to exercise its powers

and discharge its duties honestly, in good faith and in the best interest of the Terminating Trust Fund and in

connection therewith to exercise a degree of care, diligence and skill that a reasonably prudent person would

exercise in the circumstances.

The Manager recommends that securityholders of the Terminating Funds vote FOR the Mergers.

The Independent Review Committee (“IRC”) of each of the Funds has reviewed the potential conflict of

interest matters related to the proposed Mergers and has provided a positive recommendation having

determined that the proposed Mergers, if implemented, achieve a fair and reasonable result for each of the

Funds. While the IRC has determined that the implementation of the proposed Mergers would achieve a

fair and reasonable result for each of the Funds, it is not the role of the IRC to recommend that

securityholders vote in favour of the proposed matter. The IRC’s determination does not constitute such a

recommendation. Securityholders should review the proposed Mergers described herein and make their

own decisions.

PROCEDURE FOR THE MERGERS

The proposed Merger of each Terminating Trust Fund (other than the High Conviction Mergers) will be

structured as follows:

Prior to effecting a Merger, if required, each Terminating Trust Fund will sell any securities in its

portfolio that do not meet the investment objectives and investment strategies of the applicable

Continuing Fund that is a trust fund (each, a “Continuing Trust Fund”). As a result, some of the

Terminating Trust Funds may temporarily hold cash or money market instruments and may not be

fully invested in accordance with their investment objectives for a brief period of time prior to the

Merger being effected.

The value of each Terminating Trust Fund’s portfolio and other assets will be determined at the

close of business on the effective date of each applicable Merger in accordance with the constating

documents of the applicable Terminating Trust Fund.

Each Continuing Trust Fund will acquire the investment portfolio and other assets of the applicable

Terminating Trust Fund in exchange for securities of the Continuing Trust Fund.

The securities of each Continuing Trust Fund received by the applicable Terminating Trust Fund

will have an aggregate net asset value equal to the value of the portfolio assets and other assets that

10

the Continuing Trust Fund is acquiring from the Terminating Trust Fund, and the securities of the

Continuing Trust Fund will be issued at the applicable series net asset value per security as of the

close of business on the effective date of the applicable Merger.

Each Continuing Trust Fund will not assume any liabilities of the applicable Terminating Trust

Fund and the Terminating Trust Fund will retain sufficient assets to satisfy its estimated liabilities,

if any, as of the effective date of the applicable Merger.

The Terminating Trust Funds will distribute a sufficient amount of their net income and net realized

capital gains, if any, to securityholders to ensure that the Terminating Trust Funds will not be

subject to tax for their current tax year.

Immediately thereafter, securities of each Continuing Trust Fund received by the applicable

Terminating Trust Fund will be distributed to securityholders of the Terminating Trust Fund in

exchange for their securities in the Terminating Trust Fund on a dollar for dollar and series-by-

series basis, as applicable.

As soon as reasonably possible, and in any case within 90 days following the effective date of each

Merger, the applicable Terminating Trust Fund will be wound up.

The proposed High Conviction Mergers will be structured as follows:

Prior to effecting a Merger, if required, each Terminating Trust Fund will settle all currency

forwards such that its sole investments will be the securities of the Continuing Trust Fund and

sufficient assets to satisfy its estimated liabilities, if any, as of the effective date of the applicable

Merger.

The F Series securities held by the Terminating Trust Fund in the Continuing Trust Fund will be

redesignated by the Manager into the same series of the Continuing Trust Fund which

securityholders of the Terminating Trust Fund will receive upon the Merger on a proportionate

series-by-series basis.

The Terminating Trust Funds will distribute a sufficient amount of their net income and net realized

capital gains, if any, to securityholders to ensure that the Terminating Trust Funds will not be

subject to tax for their current tax year.

Immediately thereafter, securities of each Continuing Trust Fund held by the applicable

Terminating Trust Fund will be distributed to securityholders of the Terminating Trust Fund in

exchange for their securities in the Terminating Trust Fund on a dollar for dollar and series-by-

series basis, as applicable.

As soon as reasonably possible, and in any case within 90 days following the effective date of each

Merger, the applicable Terminating Trust Fund will be wound up.

The proposed Merger of each Terminating Corporate Fund will be structured as follows:

Prior to effecting a Merger, if required, each Terminating Corporate Fund will sell any securities

in its portfolio that do not meet the investment objective and investment strategies of the applicable

Continuing Trust Fund. As a result, the portfolios of the Terminating Corporate Funds may

temporarily hold cash or money market instruments and may not be fully invested in accordance

with their investment objectives for a brief period of time prior to the Merger being effected.

11

The value of each Terminating Corporate Fund’s portfolio and other assets will be determined at

the close of business on the effective date of the Merger in accordance with the constating

documents of the applicable Terminating Corporate Fund.

Each Continuing Trust Fund will acquire the investment portfolio and other assets of the applicable

Terminating Corporate Fund in exchange for securities of the Continuing Trust Fund.

The securities of each Continuing Trust Fund received by the applicable Terminating Corporate

Fund will have an aggregate net asset value equal to the value of the portfolio assets and other

assets that the Continuing Trust Fund is acquiring from the Terminating Corporate Fund, and the

securities of the Continuing Trust Fund will be issued at the applicable series net asset value per

security as of the close of business on the effective date of the applicable Merger.

Each Continuing Trust Fund will not assume any liabilities of the applicable Terminating Corporate

Fund and the Terminating Corporate Fund will retain sufficient assets to satisfy its estimated

liabilities, if any, as of the effective date of the applicable Merger.

Each Terminating Corporate Fund may pay ordinary dividends or capital gains dividends to

securityholders of the Terminating Corporate Fund.

Immediately thereafter, securities of each Continuing Trust Fund received by the applicable

Terminating Corporate Fund will be distributed to securityholders of the Terminating Corporate

Fund in exchange for their securities in the Terminating Corporate Fund on a dollar for dollar and

series-by-series basis, as applicable.

As soon as reasonably possible following each Merger, the applicable Terminating Corporate Fund

will be wound up and dissolved.

Suspending redemptions and purchases of securities of the Terminating Funds

Should a proposed Merger be approved, the right of the securityholders of the relevant Terminating Fund

to redeem or switch their securities of the Terminating Fund will end as of the close of business on the

business day immediately preceding the effective date of the applicable Merger. To determine the

applicable Merger date for your Terminating Fund, you should read the section that provides a detailed

description of the Merger that affects your Terminating Fund.

After that, securityholders of each Terminating Fund will be able to redeem or switch out of the securities

of the applicable Continuing Fund that they acquire upon the Merger. Securities of the Continuing Fund

acquired by securityholders upon the Merger are subject to the same redemption charges, if any, to which

their securities of the Terminating Fund were subject prior to the Merger.

Purchases of, and switches into, securities of each Terminating Fund were suspended as of 11:59 p.m. ET

on March 1, 2017, except for purchases made pursuant to pre-existing pre-authorized purchase and

distribution reinvestment plans and purchases made as part of the National Bank Managed Portfolios

program, all of which will be suspended as of the close of business on the effective date of the applicable

Merger. Following the Mergers, pre-authorized purchase plans, distribution reinvestment plans and other

systematic plans that have been established for each Terminating Fund will be continued for the applicable

Continuing Fund, in accordance with the same terms and conditions as the original systematic plan, unless

a securityholder advises otherwise. You may cancel or change a systematic plan at any time.

12

Additional information

Additional information about the Funds is available in their simplified prospectus, annual information form,

fund facts, management report of fund performance and financial statements. You can get a copy of these

documents upon request and at no cost, by calling the Manager toll free at 1-888-270-3941, from your

dealer or by e-mail at [email protected].

These documents and other information about the Funds, such as information circulars and material

contracts, are also available on the Funds’ website www.nbc.ca/investment or at www.sedar.com.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE MERGERS

This is a general summary of the principal Canadian federal income tax considerations, as of the date hereof,

for the Terminating Trust Funds, for the Terminating Corporate Funds and for investors in the Terminating

Funds who are individuals, other than trusts. This summary assumes that, for the purposes of the Income

Tax Act (Canada) (the “Act”), individual investors are resident in Canada and hold securities of the

Terminating Funds as capital property.

This summary is of a general nature only and is not exhaustive of all possible income tax

considerations. You should consult your own tax advisor about your individual circumstances.

If you redeem securities of a Terminating Fund before the date of the Merger, you will realize a capital gain

(or capital loss) to the extent that the proceeds of this redemption exceed (or are exceeded by) the aggregate

of your adjusted cost base of the securities and any costs of redemption. Unless you hold your securities in

a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan,

registered education savings plan, registered disability savings plan or tax-free savings account

(collectively, “Registered Plans”) one-half of any such capital gain must be included in computing your

income and one-half of any such capital loss may be deducted against taxable capital gains, subject to, and

in accordance with, the detailed provisions of the Act.

Taxable Mergers

On or prior to the date of the Merger, each of the Terminating Funds involved in the Taxable Mergers will

dispose of each of their investments for the fair market value thereof at that time and thus, will realize any

accrued capital gains and losses on their investments. Any net realized capital gains of the Terminating

Funds for the year in which the Taxable Mergers occur will be reduced by available loss carryforwards of

the Terminating Funds. The Terminating Funds, other than NBI Westwood Global Equity Fund, NBI

Currency-Hedged U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International

High Conviction Equity Private Portfolio, are expected to have sufficient realizable losses and loss

carryforwards such that they will not realize any capital gain as a result of the disposition of investments in

connection with the Merger. Any unused losses and loss carryforwards of the Terminating Funds will

expire and will not be available for use by the applicable Continuing Fund involved in the Taxable Mergers.

Prior to the distribution of securities of the Continuing Funds to the securityholders of the Terminating

Funds, (1) each of the Terminating Trust Funds will distribute to securityholders a sufficient amount of its

net income for the taxation year in which the Taxable Mergers occur to ensure that the applicable

Terminating Trust Fund will not be subject to tax on its net income, if any, for that year and (2) each of the

Terminating Corporate Funds will pay ordinary dividends and/or capital gains dividends to ensure that the

applicable Terminating Corporate Fund will not be subject to tax. You will receive a statement for tax

purposes identifying your share of the Terminating Fund’s income and capital gains, or dividends, as the

13

case may be, if any, for the 2017 taxation year and the taxable portion of such income and capital gains, or

dividends, must be included in computing your income.

The cost to the Terminating Funds of the securities of the applicable Continuing Fund received in the course

of the Taxable Mergers (if any) will be equal to the fair market value of such Terminating Fund’s assets

transferred to the Continuing Fund. The distribution by the Terminating Fund of securities of the

Continuing Fund to securityholders in exchange for securities of the Terminating Fund (other than on the

High Conviction Mergers) should not result in a capital gain or loss to the Terminating Fund, provided that

such distribution occurs immediately after the transfer of the assets to the Continuing Fund.

Upon the distribution by each of the Terminating Funds of securities of the applicable Continuing Fund in

exchange for securities of the Terminating Fund, securityholders will have a disposition of their securities

of the Terminating Fund for proceeds of disposition equal to the fair market value of the securities of the

Continuing Fund received. As a result, securityholders will realize a capital gain (or a capital loss) equal

to the amount by which such proceeds of disposition exceed (or are exceeded by) the adjusted cost base of

the securityholder’s securities of the Terminating Fund and any reasonable costs of disposition. One-half

of any such capital gain must be included in computing a securityholder’s income and one-half of any such

capital loss may be deducted against taxable capital gains subject to, and in accordance with, the detailed

provisions of the Act. A securityholder will acquire the securities of the applicable Continuing Fund

received on the Taxable Mergers at a cost equal to the fair market value of such securities at the time of the

Merger. This cost will likely be different from the adjusted cost base of the securities of the Terminating

Fund that were exchanged. In determining the adjusted cost base of the securities of the applicable

Continuing Fund, the cost of the new securities of the Continuing Fund must be averaged with the adjusted

cost base of any other identical securities of the Continuing Fund already held by the securityholder.

Tax-Deferred Mergers

Prior to the date of the Tax-Deferred Mergers, securities held by a Terminating Fund will need to be

liquidated if the securities do not meet the investment objectives of the applicable Continuing Fund. As a

result, the Terminating Funds may realize capital gains and capital losses. Each of NBI Monthly Growth

Income Fund, NBI Asset Allocation Fund, NBI Monthly Equity Income Fund, NBI High Dividend Fund,

NBI Westwood Global Dividend Fund and NBI U.S. Growth & Income Private Portfolio is expected to

realize a material net capital gain as a result of such liquidation, and NBI Monthly Moderate Income Fund

is expected to realize a modest net capital gain as a result of the liquidation. Based on current market values,

the Manager expects that any capital gains realized by the other Terminating Funds on the liquidation of

securities will be offset by available losses. The actual amount of gains and losses realized by a Terminating

Fund may be different from the current expectation due to changes in the value of securities held by a

Terminating Fund between the date of this Information Circular and the date of the applicable Tax-Deferred

Merger. On the date of the applicable Tax-Deferred Merger, each Terminating Fund will realize any

remaining accrued capital losses and, to the extent it elects, any remaining accrued capital gains, as a result

of the sale of its assets to the applicable Continuing Fund. Each Terminating Fund intends to elect to realize

capital gains only to the extent that capital losses and loss carryforwards are available to offset such capital

gains.

On the date of the Tax-Deferred Mergers, each Terminating Fund will, if necessary, distribute a sufficient

amount of its net income and net realized capital gains to its securityholders to ensure that the Terminating

Fund will not be subject to tax for its current taxation year, which is deemed to end on the date of the Tax-

Deferred Mergers. The amount of net realized capital gains will include any capital gains or capital losses

realized on the liquidation of securities described above, as well as any previously realized capital gains or

capital losses. Based on current market values, the Manager expects that NBI Monthly Moderate Income

Fund, NBI Monthly Growth Income Fund, NBI Asset Allocation Fund, NBI Monthly Equity Income Fund,

14

NBI High Dividend Fund, NBI Westwood Global Dividend Fund and NBI U.S. Growth & Income Private

Portfolio will distribute capital gains as a result of the liquidation of securities. The actual amount of

distributions paid by a Terminating Fund may be different from the current expectation due to changes in

the value of securities held by a Terminating Fund between the date of this Information Circular and the

date of the applicable Tax-Deferred Merger.

Unless securities are held in a Registered Plan, if you are a securityholder of a Terminating Fund you will

receive a statement for tax purposes identifying your share of the Terminating Fund’s income, if any, for

such taxation year. Any income reported thereon must be included in your income for 2017.

The disposition of securities of a Terminating Fund in exchange for securities of the applicable Continuing

Fund will not result in a capital gain or loss to the Terminating Fund or to securityholders of the Terminating

Fund. The aggregate cost for tax purposes of the securities of a Continuing Fund received by a

securityholder of a Terminating Fund will be equal to the securityholder’s aggregate adjusted cost base of

the securities of the Terminating Fund immediately prior to the exchange. In determining the adjusted cost

base of the securityholder’s securities of a Continuing Fund, the cost of the new securities of the Continuing

Fund will be averaged with the adjusted cost base of any other identical securities of the Continuing Fund

already held by the securityholder.

General

Each of the Trust Funds, other than NBI Westwood Global Equity Fund, is a mutual fund trust within the

meaning of the Act and each of the Terminating Corporate Funds is a mutual fund corporation within the

meaning of the Act. As a result of the Mergers, investors will hold securities of a Continuing Fund which

are all mutual fund trusts within the meaning of the Act. Please refer to the simplified prospectus relating

to the Continuing Funds, which is available from the Manager at no charge upon request, for a description

of the income tax consequences of acquiring, holding and disposing of securities of the applicable

Continuing Funds.

Eligibility for registered plans

Securities of each of the Funds are qualified investments under the Act for Registered Plans. Securities of

a Fund may be a “prohibited investment” for the RRSP, RRIF or TFSA of a particular investor even though

the securities of the Fund are a qualified investment for that Registered Plan. The plan holder of an RRSP,

RRIF or TFSA is generally subject to a 50% potentially refundable tax on the value of the prohibited

investment held in his or her Registered Plan and a 100% tax on income attributable to, and capital gains

realized on, the disposition of that prohibited investment. You should consult your tax advisor about the

special rules that apply to each particular Registered Plan, including whether or not an investment in a Fund

would be a prohibited investment for your Registered Plan.

15

FUND MERGER DETAILS

MERGER OF NBI LONG TERM BOND FUND INTO NBI BOND FUND

(applicable to securityholders of NBI Long Term Bond Fund)

General

The Manager is seeking approval from securityholders of NBI Long Term Bond Fund for the Merger of

this Terminating Fund into NBI Bond Fund, the Continuing Fund. Securityholders of the Terminating Fund

are entitled to vote on the proposed Merger because applicable securities legislation requires the Manager

to seek approval from securityholders of the Terminating Fund in connection with a Merger. If approved,

the Merger will become effective on or about May 19, 2017. The Manager will have the discretion to

postpone implementation of the Merger until a later date (which shall be no later than August 31, 2017) or

to not proceed with the Merger if it is considered in the best interests of the Terminating Fund or its

investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these

Funds is also subject to regulatory approval.

As discussed in greater detail below, the investment objectives and strategies of the Terminating Fund are

different from the investment objectives and strategies of the Continuing Fund. However, both Funds invest

in fixed income securities. In exchange for their current securities, investors will receive securities of the

Continuing Fund that have a management fee that is the same as the management fee charged in respect of

the securities of the Terminating Fund that they currently hold.

By approving this Merger, securityholders of the Terminating Fund accept the investment objectives of the

Continuing Fund, the fee structure of the Continuing Fund, and the tax consequences of the Merger. See

“Canadian Federal Income Tax Considerations for the Mergers” on page 12 for details regarding the tax

consequences of the Merger for Canadian resident individuals, see “Investment Objectives and Strategies”

below for a comparison of the investment objectives of the Funds and see “Comparison of Fund Size,

Management Fee and Expenses” below for a discussion of the fees and expenses of the Funds.

Benefits of this Merger

As discussed above under “Benefits of the Proposed Mergers” on page 6, there are a number of benefits to

securityholders of both the Terminating Fund and the Continuing Fund, including that the Merger will

eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the

Terminating Fund and Continuing Fund as separate funds. Additionally, following the Merger, the

Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio

diversification opportunities if desired, meaning less risk in a rising rate environment, and the Continuing

Fund may benefit from its larger profile in the marketplace.

Recommendation

The Manager recommends that securityholders of the Terminating Fund vote FOR the Merger.

Investment Objectives and Strategies

The investment objectives and primary investment strategies of the Funds are as follows:

16

NBI Long Term Bond Fund NBI Bond Fund

Investment

Objectives

The investment objective of NBI Long

Term Bond Fund is to provide investors

with superior investment returns over the

long term, while preserving capital, by

investing mainly in longer term fixed-

income securities.

The investment objective of NBI Bond

Fund is to provide a high level of current

income, reasonable unit price stability

and sustained capital growth. The Fund

invests primarily in Canadian federal and

provincial bonds. These offer investors

with secure returns with low risk.

Investment

Strategies

To meet its objective, NBI Long Term

Bond Fund invests primarily in longer-

term government and stripped coupon

bonds, as well as selected foreign bonds,

in a manner consistent with the fund’s

investment objective. The Fund may also

invest in investment-grade corporate

bonds when yields are attractive relative

to government bonds. The portfolio

manager of the Fund may invest

approximately 45% of the net assets of

the Fund in securities of underlying

mutual funds managed by the Manager

or by third parties. The criteria used for

selecting underlying fund securities are

the same as the criteria used for selecting

other types of securities. The portfolio

manager may invest up to 30% of the

fund’s assets in foreign securities. The

Fund’s portfolio is actively managed,

attempting to anticipate changes in

interest rates in order to generate higher

returns. The Fund may use derivatives to

implement the investment strategy and to

manage risks. The Fund may enter into

securities lending, repurchase and

reverse repurchase transactions to

improve its performance. The Fund has a

relatively high portfolio turnover rate,

increasing trading costs and the

possibility of taxable gains for investors.

To meet its objective, NBI Bond Fund

may invest in Canadian federal and

provincial government bonds with

medium or long terms, foreign

government bonds, municipal bonds,

Canadian and foreign corporate bonds

and asset-backed and mortgage-backed

securities. The portfolio manager of the

Fund may invest approximately 45% of

the net assets of the Fund in securities of

underlying mutual funds (including

exchange-traded funds) managed by the

Manager or by third parties. The criteria

used for selecting underlying fund

securities are the same as the criteria

used for selecting other types of

securities. When choosing securities for

this Fund, the portfolio manager looks at

Canadian economic conditions and how

these conditions affect interest rates. If

interest rates are expected to go up, the

portfolio manager will choose securities

with a shorter term. If interest rates are

expected to fall, the portfolio manager

will choose securities with a longer term.

Most of the investment is in federal and

provincial government bonds. A smaller

percentage is in municipal and corporate

bonds. Investments in debt securities of

foreign companies will not exceed

approximately 30% of the Fund’s assets.

The Fund may use derivatives to





improve its performance. The Fund has a




17

As a result of the fact that the Terminating Fund aims to preserve capital and is permitted to invest in any

kind of fixed-income security, while the Continuing Fund seeks to achieve capital growth and is restricted

to investing predominantly in Canadian federal and provincial bonds, the Manager believes a reasonable

person would consider the investment objectives of these funds to be less than substantially similar.

The portfolio manager of the Terminating Fund and the Continuing Fund is Fiera Capital Corporation and

Fiera Capital Corporation will continue to be the portfolio manager of the Continuing Fund after the Merger.

Comparison of Fund Size, Management Fee and Expenses

As at the close of business on March 13, 2017, the net assets of the Terminating Fund1 were $102.7 million

and the net assets of the Continuing Fund were $1,976.6 million.

Holders of securities of each applicable series of the Terminating Fund will receive securities of the

equivalent series of the Continuing Fund, determined on a dollar-for-dollar basis, as set out in the table

below. The annual management fee, annual fixed administration fee and management expense ratio of each

applicable series of the Terminating Fund and the Continuing Fund is set out in the table below.

Management Fee per

Annum

Administration Fee per

Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Investor

Series

1.00% 1.00%

(Investor-

2)3

Variable 0.10%

(Advisor-2)3

1.21% N/A3

(1) The Continuing Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all

reasonable costs and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to

IRC members and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing

education of IRC members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or

might be subject; and costs associated with compliance with any new governmental or regulatory requirement introduced after

September 23, 2014.

(2) After waivers and absorptions of expenses, as at the last financial year ended December 31, 2016.

(3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and

reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it

does not yet have a MER.

As a result of the Merger, securityholders of the Terminating Fund will receive securities of the Continuing

Fund that have a management fee that is the same as the management fee charged in respect of their

securities of the Terminating Fund.

However, the Terminating Fund pays all of its operating expenses, while the Continuing Fund is charged a

fixed administration fee by the Manager and pays certain operating expenses directly. While the fixed

administration fee charged by the Manager to the Continuing Fund is equivalent to the variable expenses

incurred by the Terminating Fund, during the year ended December 31, 2016, as a result of the fixed

administration fee charged to the Continuing Fund, versus the variable expenses charged to the Terminating

1 Advisor Series and F Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore

have not been included in the calculation of net assets of the Terminating Fund.

18

Fund, it is the opinion of the Manager that a reasonable person would consider the fee structures of the

Terminating Fund and the Continuing Fund not to be substantially similar.

MERGER OF NBI U.S. $ GLOBAL TACTICAL BOND FUND INTO

NBI GLOBAL TACTICAL BOND FUND

(applicable to securityholders of NBI U.S. $ Global Tactical Bond Fund)

General

The Manager is seeking approval from securityholders of NBI U.S. $ Global Tactical Bond Fund for the

Merger of this Terminating Fund into NBI Global Tactical Bond Fund, the Continuing Fund.

Securityholders of the Terminating Fund are entitled to vote on the proposed Merger because applicable

securities legislation requires the Manager to seek approval from securityholders of the Terminating Fund

in connection with a Merger. If approved, the Merger will become effective on or about May 19, 2017.

The Manager will have the discretion to postpone implementation of the Merger until a later date (which

shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best

interests of the Terminating Fund or its investors. Following the Merger, the Terminating Fund will be

wound up. The proposed Merger of these Funds is also subject to regulatory approval.


substantially similar to the investment objectives and strategies of the Continuing Fund. In exchange for

their current securities, investors will receive securities of the Continuing Fund that have a management fee

that is the same as the management fee charged in respect of the securities of the Terminating Fund that

they currently hold.













diversification opportunities if desired, and the Continuing Fund may benefit from its larger profile in the

marketplace. Moreover, there is a significant overlap between the portfolio holdings of the Terminating

Fund and the portfolio holdings of the Continuing Fund. Lastly, investors in the Terminating Fund will

continue to have the same currency exposure to the U.S. dollar as they currently do in the Terminating Fund

as they will be merging into U.S. dollar series of the Continuing Fund.

If the Merger is Not Approved

If the Merger is not approved by securityholders of the Terminating Fund, the Terminating Fund will remain

as a separate mutual fund. However, securities of the Terminating Fund will only be available for

pre-existing systematic investment plans and reinvested distributions.

19

Recommendation




Fund NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund

Investment

Objectives

The investment objective of NBI U.S. $

Global Tactical Bond Fund is to generate

U.S. dollar income and capital growth

while focusing on capital preservation.

To do this, the fund invests directly, or

indirectly through investments in

securities of other mutual funds or

through the use of derivatives, in a

diversified portfolio mainly composed of

foreign bonds and other fixed-income

securities with various maturities and

credit ratings.

The investment objective of NBI Global

Tactical Bond Fund is to generate

income and capital growth, while

focusing on capital preservation. To do

this, the fund invests directly, or

indirectly through investments in

securities of other mutual funds or

through the use of derivatives, in a

diverse portfolio mainly composed of

bonds and other foreign fixed-income

securities with various maturities and

credit ratings.

Investment

Strategies

To meet its objective, NBI U.S. $ Global

Tactical Bond Fund applies a disciplined

approach and uses various active

investment strategies, such as securities

selection and asset allocation based on

countries, duration, yield curve,

currencies and sectors. These strategies

are employed within a robust risk

management framework. The Fund

invests primarily in a diverse mix of

foreign fixed-income securities, which

may include debt securities issued by

governments, municipalities and

companies in developed and emerging

countries, agency securities and high-

yield bonds. The Fund may also invest

in Treasury Bills, short-term notes and

other money market instruments,

mortgage-backed securities, asset-backed

securities, including asset-backed

commercial paper, floating rate debt

securities and Canadian fixed-income

securities. The Fund chooses

commercial paper rated R-1 or higher by

DBRS Limited or accorded an equivalent

rating by any other designated rating

To meet its objective, NBI Global

Tactical Bond Fund applies a disciplined

approach and uses various active

investment strategies, such as securities

selection and asset allocation based on

countries, duration, yield curve,

currencies and sectors. These strategies

are employed within a robust risk

management framework. The Fund


foreign fixed-income securities, which

may include debt securities issued by

governments, municipalities and



yield bonds. The Fund may also invest in

Treasury Bills, short-term notes and

other money market instruments,

mortgage-backed securities, asset-backed

securities, including asset-backed

commercial paper, floating-rate debt

securities and Canadian fixed-income

securities. The Fund chooses

commercial paper rated R-1 or higher by

DBRS Limited or accorded an equivalent

rating by any other designated rating

20

Fund NBI U.S. $ Global Tactical Bond Fund NBI Global Tactical Bond Fund

organization. The portfolio sub-advisor

of the Fund may invest approximately

40% of the net assets of the Fund in

underlying funds managed by the

Manager or by third parties, including

exchange-traded funds. When selecting

units of underlying funds for the Fund,

the portfolio sub-advisor assesses their

ability to generate sustainable risk-

adjusted returns. The Fund may use

derivatives to implement the investment

strategy and to manage risks. The Fund

engages in currency management

strategies to hedge against the risk of

currency fluctuations between the U.S.

dollar and the currencies of securities

held by the Fund. The Fund may enter

into securities lending, repurchase and


improve its performance. The Fund has

a relatively high portfolio turnover rate,


possibility of taxable income or capital

gains for investors.

organization. The portfolio sub-advisor

of the Fund may invest approximately

40% of the net assets of the Fund in

underlying funds managed by the

Manager or third parties, including

exchange-traded funds. When selecting

units of underlying funds for the Fund,

the portfolio sub-advisor assesses their

ability to generate sustainable and

optimal risk-adjusted returns. The Fund

may use derivatives to implement the

investment strategy and to manage risks.

The Fund engages in currency

management strategies to hedge against

the risk of currency fluctuations between

the Canadian dollar and the currencies of

securities held by the Fund. The Fund

may enter into securities lending,

repurchase and reverse repurchase

transactions to improve its performance.

The Fund has a relatively high portfolio

turnover rate, increasing trading costs

and the possibility of taxable income or

capital gains for investors.

Both Funds aim to generate capital growth while focusing on capital preservation, and have portfolios

comprised of foreign bonds and other fixed-income securities and both Funds have adopted the same

investment strategy in order to achieve their investment objectives. However, the Terminating Fund seeks

to generate U.S. dollar income, while the Continuing Fund seeks to generate Canadian dollar income. The

Manager proposes to merge Terminating Fund investors into U.S. dollar New Series of the Continuing

Fund, and as a result, the Manager believes that a reasonable person would consider the investment

objectives of these Funds to be substantially similar, as investors in the Terminating Fund will continue to

have currency exposure to the U.S. dollar. The U.S. dollar New Series will include prospectus disclosure

that the prior consent of securityholders of U.S. dollar New Series will be sought before the Manager may

change the net asset value calculation, purchase and redemption currency for such series.

The portfolio manager of the Terminating Fund and the Continuing Fund is BNY Mellon Asset

Management Canada Ltd., who will continue to be the portfolio manager of the Continuing Fund after the

Merger.



and the net assets of the Continuing Fund were $1,064.8 million.

1 Investor Series and R Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore


21





Management Fee per Annum Administration Fee per

Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminatin

g Fund

Continuing

Fund

Terminatin

g Fund

Continuing Fund

Advisor

Series

1.70% 1.70%

(Advisor-U.S.$)3

0.10% 0.10%

(Advisor-

U.S.$)3

2.07% N/A3

Series F 0.89% 0.89%

(F-U.S.$)3

0.10% 0.10%

(F-U.S.$)3

1.14% N/A3

Series

FT

0.89% 0.89%

(FT-U.S.$)3

0.10% 0.10%

(FT-U.S.$)3

1.06% N/A3

Series T 1.70% 1.70%

(T-U.S.$)3

0.10% 0.10%

(T-U.S.$)3

2.00% N/A3

Series O N/A N/A

0.02%

(O-U.S.$)3

0.02%

(O-U.S.$)3

0.06% N/A3

(1) Each Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs

and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to IRC members

and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC

members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or might be subject; and

costs associated with compliance with any new governmental or regulatory requirement introduced after March 23, 2015 with

respect to the Terminating Fund and after January 3, 2014 with respect to the Continuing Fund.


(3) This series will be created on or about May 12, 2017. As this series will be newly created, it does not yet have a MER.



securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive

securities of the Continuing Fund that have an administration fee that is the same as the administration fee

that is charged in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a

reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to

be substantially similar.

MERGER OF NBI MONTHLY SECURE INCOME FUND INTO NBI SECURE PORTFOLIO

(applicable to securityholders of NBI Monthly Secure Income Fund)

General

The Manager is seeking approval from securityholders of NBI Monthly Secure Income Fund for the Merger

of this Terminating Fund into NBI Secure Portfolio, the Continuing Fund. The Continuing Fund is a new

22

mutual fund to be created by the Manager, the securities of which are expected to be qualified for sale to

the public pursuant to a simplified prospectus dated on or about May 12, 2017.

Securityholders of the Terminating Fund are entitled to vote on the proposed Merger because applicable

securities legislation requires the Manager to seek approval from securityholders of the Terminating Fund

in connection with a Merger. If approved, the Merger will become effective on or about May 19, 2017.

The Manager will have the discretion to postpone implementation of the Merger until a later date (which

shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best

interests of the Terminating Fund or its investors. Following the Merger, the Terminating Fund will be

wound up. The proposed Merger of these Funds is also subject to regulatory approval.


different from the proposed investment objectives and strategies of the Continuing Fund. However, both

Funds will seek to generate income and invest in fixed income securities. In exchange for their current

securities, investors will receive securities of the Continuing Fund that have a management fee that is the

same as the management fee charged in respect of the securities of the Terminating Fund that they currently

hold.

By approving this Merger, securityholders of the Terminating Fund accept the proposed investment

objectives of the Continuing Fund, the proposed fee structure of the Continuing Fund, and the tax

consequences of the Merger. See “Canadian Federal Income Tax Considerations for the Mergers” on page

12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see

“Investment Objectives and Strategies” below for a comparison of the investment objectives of the Funds

and see “Comparison of Fund Size, Management Fee and Expenses” below for a discussion of the fees and

expenses of the Funds.



securityholders of the Terminating Fund, including that the Merger will reduce the administrative and

regulatory costs of operating the Terminating Fund and Continuing Fund as separate funds. Additionally,

following the Merger, investors will benefit by the broader investment approach offered by the Continuing

Fund. Investors in the Continuing Fund will also benefit from currency overlay reducing any currency risk

from the securities selection employed by the portfolio manager. The Continuing Fund is also actively

managed and subject to regular analyses and tactical deviations. Deviations involve overweighting asset

classes that are likely to generate better returns in the near future and underweighting others. This allows

the portfolio manager to adapt to the changing moods of financial markets and create added value for the

portfolio of the Continuing Fund. Investors in the Continuing Fund will also be exposed to exchange traded

funds. Lastly, if the management fee reduction plan for high net worth investors applies, investors may be

subject to a lower management fee in the Continuing Fund.





Recommendation


23



Fund NBI Monthly Secure Income Fund NBI Secure Portfolio (proposed

Investment Objectives and Strategies)

Investment

Objectives

The investment objective of NBI

Monthly Secure Income Fund is to

ensure current income and capital

preservation. The Fund invests directly,

or through investments in securities of

other mutual funds, in a portfolio

comprised primarily of money market

securities, fixed-income securities and

preferred shares of Canadian and foreign

corporations.

The investment objective of NBI Secure

Portfolio is to ensure a high level of

current income and some medium-term

capital appreciation. To do this, it invests

primarily in a diverse mix of mutual

funds (that may include exchange-traded

funds (“ETFs”)) that are fixed-income

funds and equity funds.

Investment

Strategies

To meet its objective, NBI Monthly

Secure Income Fund aims to invest 35%

of net assets in money market

instruments and other short-term

securities, 55% of net assets in bonds,

debentures and mortgage-backed

securities issued by Canadian and

foreign governments or corporations and

10% of net assets in preferred shares of

Canadian and foreign companies,

including high-yield preferred shares,

fixed or floating rate preferred shares and

redeemable, non-redeemable or

retractable preferred shares. The Fund

may invest up to 100% of its net assets in

securities of underlying mutual funds

managed by the Manager or by third

parties. The Fund may invest up to 10%

of its assets in exchange-traded funds

managed by third parties. The portfolio

manager may adjust the target weighting

of each asset class depending on

economic and market conditions. When

selecting securities for the Fund, the

portfolio manager examines the impact

of economic trends on investments that it

believes represent opportunities for

growth, value and high income in a

particular asset class to determine the

proportion of the assets of the Fund that

should be invested in the different types

of securities. The criteria used for


To meet its objective, under normal

market conditions NBI Secure Portfolio

invests up to 20% of its net assets in

equity securities and up to 80% of its net

assets in fixed-income securities. The

Fund may invest up to 100% of its net

assets in mutual funds and ETFs. The

Fund may also invest in other mutual

funds managed by third parties (ETFs

and other types of mutual funds are

collectively referred to as “Underlying

Funds”). The portfolio manager applies

a tactical allocation process in which

asset allocation and the choice of

Underlying Funds are subject to frequent

changes depending on economic and

market conditions. When the target asset

allocation and the choice of Underlying

Funds are modified, the Fund is

generally rebalanced based on the new

selection. The portfolio manager may, in

its sole discretion, select the Underlying

Funds, allocate assets to the Underlying

Funds, change the percentage holding of

any Underlying Fund, remove any

Underlying Fund or add other

Underlying Funds. When selecting an

Underlying Fund in which to invest, the

portfolio manager will consider the

degree of exposure to the various

geographic regions that the Underlying

Fund will provide to the Fund, the

performance of the Underlying Fund,

24

Fund NBI Monthly Secure Income Fund NBI Secure Portfolio (proposed



other types of securities. When choosing

fixed-income securities, the portfolio

manager looks at Canadian economic

conditions and how these conditions

could affect interest rates. The portfolio

manager uses growth and value styles in

choosing shares of Canadian companies.

The portfolio manager gives more

importance to security selection than

sector rotation. The equity investments

of the Fund include different sectors of

the S&P/TSX Composite Index. The

portfolio manager uses a similar

approach in selecting shares of foreign

companies. The Fund may use








and the possibility of taxable gains for

investors.

and the expenses (if any) payable by the

Fund which may be associated with the

investment. There will be no duplication

of fees, particularly sales charges,

between the Fund and any Underlying

Fund. From time to time, the Fund may

invest directly in Canadian and foreign

equity securities. The Fund may also

invest in Underlying Funds that hold

shares of small capitalization companies

and/or Underlying Funds that hold

emerging market equity securities. The

Fund may use derivatives to implement

the investment strategy and to manage

risks. The Fund may enter into securities

lending, repurchase and reverse

repurchase transactions to improve its

performance. The Fund may have a




Each of the Terminating Fund has and the Continuing Fund will have an objective of income and invests

in fixed income securities. However, the Terminating Fund also has an objective of capital preservation,

while the Continuing Fund also will have an objective of medium-term capital appreciation. The

Terminating Fund invests in preferred shares whereas the Continuing Fund will be able to invest more

broadly in all types of equity securities. As a result, the Manager believes that a reasonable person would

consider the investment objectives of these Funds to be less than substantially similar.

However, both the Terminating Fund and the Continuing Fund will seek to generate income and

invest primarily in fixed income securities.

The portfolio manager of the Terminating Fund is Fiera Capital Corporation. National Bank Trust Inc. will

be the portfolio manager of the Continuing Fund after the Merger.


As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $28.6 million.

There are no net assets of the Continuing Fund as it is a new fund.



25



Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing Fund

Investor

Series

1.25% 1.25%

(Investor-2)3

0.10% 0.10%

(Investor-2)3

1.57% N/A3

Series R 1.25% 1.25%

(R-2)3

0.10% 0.10%

(R-2)3

1.57% N/A3





costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014 with

respect to the Terminating Fund and after May 12, 2017 with respect to the Continuing Fund.





As a result of the Merger, securityholders of the Terminating Fund will receive securities of the


their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive


that is charged in respect of their securities of the Terminating Fund. It is the opinion of the Manager that

a reasonable person would consider the fee structures of the Terminating Fund and the Continuing Fund to


MERGER OF NBI MONTHLY CONSERVATIVE INCOME FUND INTO

NBI CONSERVATIVE PORTFOLIO

(applicable to securityholders of NBI Monthly Conservative Income Fund)

General

The Manager is seeking approval from securityholders of NBI Monthly Conservative Income Fund for the

Merger of this Terminating Fund into NBI Conservative Portfolio, the Continuing Fund. The Continuing

Fund is a new mutual fund to be created by the Manager, the securities of which are expected to be qualified

for sale to the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders

of the Terminating Fund are entitled to vote on the proposed Merger because applicable securities

legislation requires the Manager to seek approval from securityholders of the Terminating Fund in

connection with a Merger. If approved, the Merger will become effective on or about May 19, 2017. The

Manager will have the discretion to postpone implementation of the Merger until a later date (which shall

26

be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best interests

of the Terminating Fund or its investors. Following the Merger, the Terminating Fund will be wound up.

The proposed Merger of these Funds is also subject to regulatory approval.


substantially similar to the proposed investment objectives and strategies of the Continuing Fund. In

exchange for their current securities, investors will receive securities of the Continuing Fund that have a

management fee that is the same as the management fee charged in respect of the securities of the

Terminating Fund that they currently hold.

























Recommendation




27

Fund NBI Monthly Conservative Income

Fund

NBI Conservative Portfolio (proposed


Investment

Objectives


Monthly Conservative Income Fund is to

ensure current income and some capital

appreciation over the medium-term. The

Fund invests directly, or through

investments in securities of other mutual

funds, in a portfolio comprised primarily

of money market securities, fixed-

income securities and common and

preferred shares of Canadian or foreign

corporations.


Conservative Portfolio is to ensure a high

level of current income and some long-

term capital appreciation. To do this, it


mutual funds (that may include

exchange-traded funds (“ETFs”)) that are

fixed-income funds and equity funds.

Investment

Strategies


Conservative Income Fund aims to

invest 15% of net assets in money

market instruments and other short-term

securities, 50% of net assets in bonds,

debentures and mortgage-backed

securities issued by Canadian or foreign

governments or corporations, 15% of net

assets in preferred shares of Canadian

and foreign companies, including high-

yield preferred shares, fixed or floating

rate preferred shares and redeemable,

non-redeemable or retractable preferred

shares and 20% of net assets in common

shares of Canadian or foreign companies

that are expected to yield a high dividend

and in Canadian or foreign income trust

units, real estate investment trusts and

other similar high return income

investments. The Fund may invest up to

100% of its net assets in securities of

underlying mutual funds managed by the

Manager or by third parties. The Fund

may invest up to 10% of its assets in

exchange-traded funds managed by third

parties. The portfolio manager may

adjust the target weighting of each asset

class depending on economic and market

conditions. When selecting securities for

the Fund, the portfolio manager

examines the impact of economic trends

on investments that it believes represent

opportunities for growth, value and high

income in a particular asset class to

determine the proportion of the assets of

the Fund that should be invested in the


market conditions NBI Conservative

Portfolio invests up to 30% of its net

assets in equity securities and up to 70%

of its net assets in fixed-income

securities. The Fund may invest up to

100% of its net assets in mutual funds

and ETFs. The Fund may also invest in

other mutual funds managed by third

parties (ETFs and other types of mutual

funds are collectively referred to as

“Underlying Funds”). The portfolio

manager applies a tactical allocation

valuation process in which asset


Funds are subject to frequent changes

depending on economic and market

conditions. When the target asset



















28

Fund NBI Monthly Conservative Income

Fund

NBI Conservative Portfolio (proposed


different types of securities. The criteria




securities. When choosing fixed-income

securities, the portfolio manager looks at


these conditions affect interest rates.

The portfolio manager uses growth and

value styles in choosing shares of

Canadian companies. The portfolio

manager gives more importance to

security selection than sector rotation.

The equity investments of the Fund

include different sectors of the S&P/TSX

Composite Index. The portfolio manager

uses a similar approach in selecting

shares of foreign companies. The Fund



The Fund may enter into securities



performance. The Fund has a relatively

high portfolio turnover rate, increasing

trading costs and the possibility of

taxable gains for investors.




















Both the Terminating Fund and the Continuing Fund aim or will aim to ensure current income together with

some capital appreciation, by investing in fixed income and equity securities. As a result, the Manager

believes that a reasonable person would consider the investment objectives of these Funds to be

substantially similar.










29

Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing Fund

Investor

Series

1.25% 1.25%

(Investor-2)3

0.10% 0.10%

(Investor-2)3

1.56% N/A3

Series R 1.25% 1.25%

(R-2)3

0.10% 0.10%

(R-2)3

1.56% N/A3


















MERGER OF NBI MONTHLY MODERATE INCOME FUND INTO

NBI MODERATE PORTFOLIO

(applicable to securityholders of NBI Monthly Moderate Income Fund)

General

The Manager is seeking approval from securityholders of NBI Monthly Moderate Income Fund for the

Merger of this Terminating Fund into NBI Moderate Portfolio, the Continuing Fund. The Continuing Fund

is a new mutual fund to be created by the Manager, the securities of which are expected to be qualified for

sale to the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of

the Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation

requires the Manager to seek approval from securityholders of the Terminating Fund in connection with a

Merger. If approved, the Merger will become effective on or about May 19, 2017. The Manager will have

the discretion to postpone implementation of the Merger until a later date (which shall be no later than

August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating

Fund or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger

of these Funds is also subject to regulatory approval.

30






























Recommendation




31

Fund NBI Monthly Moderate Income Fund NBI Moderate Portfolio (proposed


Investment

Objectives


Monthly Moderate Income Fund is to

ensure current income and long-term

capital appreciation. The Fund invests

directly, or through investments in

securities of other mutual funds, in a

portfolio comprised primarily of fixed-

income securities and preferred and

common shares of Canadian and foreign

companies.


Moderate Portfolio is to ensure a high

level of current income and some long-

term capital appreciation. To do this, it


mutual funds (that may include



Investment

Strategies


Moderate Income Fund aims to invest

45% of net assets in bonds, debentures,

mortgage-backed securities or money

market instruments issued by Canadian

and foreign governments or companies,






retractable preferred shares and 35% of

net assets in common shares of Canadian

or foreign companies that are expected to

yield a high dividend and in Canadian or

foreign income trust units, real estate

investment trusts and other similar high

return income investments. The Fund





















market conditions NBI Moderate




securities. The Fund may invest up to
































32

Fund NBI Monthly Moderate Income Fund NBI Moderate Portfolio (proposed







affect interest rates. The portfolio



















investors.



















As a result of the fact that the Terminating Fund and the Continuing Fund will both aim to ensure current

income together with long-term capital appreciation, as well as the fact that both Funds will invest in fixed-

income securities and equity securities, the Manager believes that a reasonable person would consider the

investment objectives of these Funds to be substantially similar.





There were no net assets of the Continuing Fund as it is a new fund.





33

Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing Fund

Investor

Series

1.50% 1.50%

(Investor-2)3

0.10% 0.10%

(Investor-2)3

1.85% N/A3

Series R 1.50% 1.50%

(R-2)3

0.10% 0.10%

(R-2)3

1.85% N/A3


















MERGER OF NBI MONTHLY BALANCED INCOME FUND INTO

NBI BALANCED PORTFOLIO

(applicable to securityholders of NBI Monthly Balanced Income Fund)

General

The Manager is seeking approval from securityholders of NBI Monthly Balanced Income Fund for the

Merger of this Terminating Fund into NBI Balanced Portfolio, the Continuing Fund. The Continuing Fund










34



Funds will invest (directly or indirectly) in equity and fixed income securities. In exchange for their current



hold.

























Recommendation




Fund NBI Monthly Balanced Income Fund NBI Balanced Portfolio (proposed


Investment

Objectives


Monthly Balanced Income Fund is to

ensure high level of current income. The


Balanced Portfolio is to ensure current

income and long-term capital

35



Fund invests directly or indirectly

through investments in securities of other

mutual funds, primarily in income trust

units, common and preferred shares and

Canadian and foreign debt securities.

appreciation. To do this, it invests





Investment

Strategies


Balanced Income Fund aims to invest

25% of net assets in bonds, debentures,

mortgage-backed securities or money


or foreign government companies. The

average credit rating of this part of the

portfolio will be at least B, as established

by one or more of the following

designated rating organizations:

Moody’s Canada, Standard & Poor’s

Ratings Services (Canada), Fitch, Inc. or

DBRS Limited. The Fund aims to invest












return income investments. The Fund



















market conditions NBI Balanced




securities. The Fund invests up to 100%

of its net assets in mutual funds and

ETFs. The Fund may also invest in other

mutual funds managed by third parties

(ETFs and other types of mutual funds

are collectively referred to as
































36





























investors.














While both Funds will invest (directly or indirectly) in both equity and fixed income securities, as a result

of the fact that the Terminating Fund aims to ensure a high level of current income while the Continuing

Fund will aim to ensure current income and long-term capital appreciation, the Manager believes that a

reasonable person would consider the investment objectives of these Funds to be less than substantially

similar.










37

Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing

Fund

(proposed)

Terminating

Fund

Continuing Fund

Advisor

Series

1.50% 1.50%

(Advisor-2)3

0.10% 0.10%

(Advisor-2)3

1.83% N/A3

Investor

Series

1.50% 1.50%

(Investor-2)3

0.10% 0.10%

(Investor-2)3

1.83% N/A3

Series F 0.75% 0.75%

(F-2)3

0.10% 0.10%

(F-2)3

0.97% N/A3

Series R 1.50% 1.50%

(R-2)3

0.10% 0.10%

(R-2)3

1.84% N/A3


















MERGER OF NBI MONTHLY GROWTH INCOME FUND INTO NBI GROWTH PORTFOLIO

(applicable to securityholders of NBI Monthly Growth Income Fund)

General

The Manager is seeking approval from securityholders of NBI Monthly Growth Income Fund for the

Merger of this Terminating Fund into NBI Growth Portfolio, the Continuing Fund. The Continuing Fund






38








management fee that is higher than the management fee charged in respect of the securities of the

Terminating Fund that they currently hold. However, the administration fee charged on securities of the

Continuing Fund is lower than the administration fee that is charged in respect of securities of the

Terminating Fund. Therefore, the net result to securityholders of the Terminating Fund will be a

management fee and administration fee for the Continuing Fund which, taken together, will be the same as

the total management fee and administration fee paid in respect of the Terminating Fund.

























Recommendation


39



Fund NBI Monthly Growth Income Fund NBI Growth Portfolio (proposed


Investment

Objectives


Monthly Growth Income Fund is to

ensure a high level of current income and

long-term capital appreciation. The




of Canadian and foreign income trust

units, common and preferred shares and

fixed-income securities.

The investment objective of NBI Growth

Portfolio is to ensure long-term capital

appreciation and current income. To do

this, it invests primarily in a diverse mix

of mutual funds (that may include



Investment

Strategies


Growth Income Fund aims to invest 15%

of net assets in bonds, debentures,

mortgage-backed securities and money


or foreign governments and corporations.

The average credit rating of this part of

the portfolio is at least B, as established
















investment trusts and other high return

income investments. The Fund may

invest up to 100% of its net assets in









market conditions NBI Growth Portfolio




Fund invests up to 100% of its net assets

in mutual funds and ETFs. The Fund

may also invest in other mutual funds

managed by third parties (ETFs and

other types of mutual funds are



a tactical allocation valuation process in

which asset allocation and the choice of




















40

Fund NBI Monthly Growth Income Fund NBI Growth Portfolio (proposed





































investors.






















Both the Terminating Fund and the Continuing Fund will aim to ensure current income together with long-

term capital appreciation and will both invest (directly or indirectly) in fixed income and equity securities.

As a result, the Manager believes that a reasonable person would consider the investment objectives of

these Funds to be substantially similar.



41








Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Investor

Series

1.80% 1.90% 0.26% 0.16% 2.36% N/A3

Series R 1.80% 1.90% 0.26% 0.16% 2.36% N/A3








(3) As this series will be newly created, it does not yet have a MER.


Fund that have a management fee that is higher than the management fee charged in respect of their

securities of the Terminating Fund. However, securityholders of the Terminating Fund will receive

securities of the Continuing Fund that have an administration fee that is lower than the administration fee

that is charged in respect of their securities of the Terminating Fund. Therefore, the net result to

securityholders of the Terminating Fund will be a management fee and administration fee for the

Continuing Fund which, taken together, will be the same as the total management fee and administration

fee paid in respect of the Terminating Fund. However, due to the higher management fee charged by the

Continuing Fund, it is the opinion of the Manager that a reasonable person may consider the fee structures

of the Terminating Fund and the Continuing Fund to be less than substantially similar.

MERGER OF NBI ASSET ALLOCATION FUND INTO NBI GROWTH PORTFOLIO

(applicable to securityholders of NBI Asset Allocation Fund)

General

The Manager is seeking approval from securityholders of NBI Asset Allocation Fund for the Merger of this

Terminating Fund into NBI Growth Portfolio, the Continuing Fund. The Continuing Fund is a new mutual

fund to be created by the Manager, the securities of which are expected to be qualified for sale to the public

pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of the Terminating

42

Fund are entitled to vote on the proposed Merger because applicable securities legislation requires the

Manager to seek approval from securityholders of the Terminating Fund in connection with a Merger. If

approved, the Merger will become effective on or about May 19, 2017. The Manager will have the

discretion to postpone implementation of the Merger until a later date (which shall be no later than





























Recommendation




43

Fund NBI Asset Allocation Fund NBI Growth Portfolio (proposed


Investment

Objectives

The investment objective of NBI Asset

Allocation Fund is to produce income

with moderate capital appreciation and

volatility by investing mainly in stocks

and fixed-income securities in whatever

proportion the portfolio manager deems

appropriate. The Fund will normally

have an equity bias.

The investment objective of NBI Growth


appreciation and current income. To do

this, it invests primarily in a diverse mix

of mutual funds (that may include



Investment

Strategies

To meet its objective, NBI Asset

Allocation Fund invests in a mix of

Canadian and foreign common stocks,

government and corporate bonds,

convertible bonds, other fixed-income

securities, preferred shares, cash

equivalents and asset-backed and

mortgage-backed securities. The

portfolio manager primarily uses a

bottom-up approach, focusing on

company and security specific

characteristics to select portfolio

investments. The Fund may invest up to

100% of its net assets in other underlying





other types of securities. The Fund may

invest in foreign fixed-income securities,

which may include debt securities issued

by governments, municipalities and



yield bonds. The Fund may invest in


parties, including exchange-traded funds

that utilize leverage in an attempt to

magnify returns, but will not invest in

exchange-traded funds whose reference

index is based, directly or indirectly

through a derivative or otherwise, on a

physical commodity other than gold.








market conditions NBI Growth Portfolio




Fund invests up to 100% of its net assets

in mutual funds and ETFs. The Fund

may also invest in other mutual funds

managed by third parties (ETFs and

other types of mutual funds are



a tactical allocation valuation process in

which asset allocation and the choice of





Funds are modified, the portfolio is





















44

Fund NBI Asset Allocation Fund NBI Growth Portfolio (proposed




















As a result of the fact that both the Terminating Fund and the Continuing Fund will seek to produce income

and capital appreciation by investing (directly or indirectly) in equity securities and fixed-income securities,

the Manager believes that a reasonable person would consider the investment objectives of these Funds to





As at the close of business on March 13, 2017, the net assets of the Terminating Fund1 were $54.6 million.






Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Investor

Series

1.40% 1.40%

(Investor-2)3

Variable 0%

(Investor-2)3

2.36% N/A3

1 Advisor Series and F Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore


45

(1) The Continuing Fund also pays certain operating expenses directly, including interest or other borrowing expenses; all

reasonable costs and expenses incurred in relation to compliance with NI 81-107, including compensation and expenses payable to

IRC members and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing

education of IRC members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the Fund is or

might be subject; and costs associated with compliance with any new governmental or regulatory requirement introduced after May

12, 2017.







securities of the Terminating Fund.

The Manager pays all of the Terminating Fund’s operating expenses, while the Continuing Fund will pay

only certain operating expenses directly and will pay a fixed administration fee that is set at zero in respect

of the New Series. Therefore, although the Continuing Fund has adopted a fixed administration fee, it is

expected that the actual fees charged in respect of the New Series of the Continuing Fund will be the same

as the expenses paid in respect of the securities they held of the Terminating Fund. However, as a result of

the fixed administration fee structure for the Continuing Fund, versus the variable expense structure for the

Terminating Fund, it is the opinion of the Manager that a reasonable person may consider the fee structures

of the Terminating Fund and the Continuing Fund not to be substantially similar.

MERGER OF NBI MONTHLY EQUITY INCOME FUND INTO NBI EQUITY PORTFOLIO

(applicable to securityholders of NBI Monthly Equity Income Fund)

General

The Manager is seeking approval from securityholders of NBI Monthly Equity Income Fund for the Merger

of this Terminating Fund into NBI Equity Portfolio, the Continuing Fund. The Continuing Fund is a new

mutual fund to be created by the Manager, the securities of which are expected to be qualified for sale to

the public pursuant to a simplified prospectus dated on or about May 12, 2017. Securityholders of the

Terminating Fund are entitled to vote on the proposed Merger because applicable securities legislation









Funds will invest (directly or indirectly) primarily in equity securities. In exchange for their current



hold.




46



















If the Merger is not approved by securityholders of the Terminating Fund, securityholders are hereby

provided notice that the Terminating Fund will be wound up on or about June 12, 2017.

Recommendation




Fund NBI Monthly Equity Income Fund NBI Equity Portfolio (proposed


Investment

Objectives


Monthly Equity Income Fund is to

ensure a high level of current income and

long-term capital appreciation. The




of Canadian and foreign common shares

and fixed-income securities.

The investment objective of NBI Equity


appreciation. To do this, it invests





Investment

Strategies


Equity Income Fund aims to invest 10%

of net assets in bonds, debentures,


market conditions NBI Equity Portfolio


47



mortgage-backed securities and money


or foreign governments and corporations.

The average credit rating of this part of

the portfolio is at least B, as established






90% of net assets in common shares of

Canadian or foreign companies that are

expected to yield a high dividend and in

Canadian or foreign income trust units,

real estate investment trusts and other

high return income investments. The

Fund may also invest in preferred shares

of Canadian or foreign corporations,

including high-yield preferred shares.

The Fund may invest up to 100% of its

net assets in securities of underlying


or by third parties. The Fund may invest

up to 10% of its assets in exchange-

traded funds managed by third parties.

The portfolio manager may adjust the

target weighting of each asset class


conditions. When selecting securities for

the Fund, the portfolio manager

examines the impact of economic trends

on investments that it believes represent

opportunities for growth, value and high

income in a particular asset class to

determine the proportion of the assets of

the Fund that should be invested in the

different types of securities. The criteria




securities. When choosing fixed-income

securities, the portfolio manager looks at


these conditions affect interest rates.

The portfolio manager uses growth and

value styles in choosing shares of

Canadian companies. The portfolio

manager gives more importance to

equity securities. The Fund invests up to
















































48



security selection than sector rotation.

The equity investments of the Fund

include different sectors of the S&P/TSX

Composite Index. The portfolio manager

uses a similar approach in selecting

shares of foreign companies. The Fund












As a result of the fact that the Terminating Fund aims to ensure a high level of current income and long-

term capital appreciation while the Continuing Fund will aim to ensure only long-term capital appreciation,

as well as the fact that the Terminating Fund may invest its assets in common shares and fixed-income

securities while the Continuing Fund may invest in fixed income and any kind of equity securities, the

Manager believes that a reasonable person would consider the investment objectives of these Funds to be

less than substantially similar.

However, both the Terminating Fund and the Continuing Fund will invest primarily in equity

securities.





There were no net assets of the Continuing Fund as it is a new fund.





49

Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Investor

Series

1.80% 1.80%

(Investor-2)3

0.26% 0.26%

(Investor-2)3

2.35% N/A3

Series R 1.80% 1.80%

(R-2)3

0.26% 0.26%

(R-2)3

2.36% N/A3


















MERGER OF NATIONAL BANK DIVIDEND INCOME FUND INC. INTO

NBI DIVIDEND FUND

(applicable to securityholders of National Bank Dividend Income Fund Inc.)

General

The Manager and Board of Directors of National Bank Dividend Income Fund Inc. are seeking approval

from securityholders of National Bank Dividend Income Fund Inc. for the Merger of this Terminating Fund

into NBI Dividend Fund, the Continuing Fund. Securityholders of the Terminating Fund are entitled to vote

on the proposed Merger because applicable securities legislation requires the Manager to seek approval

from securityholders of the Terminating Fund in connection with a Merger. If approved, the Merger will

become effective on or about May 19, 2017. The Manager will have the discretion to postpone

implementation of the Merger until a later date (which shall be no later than August 31, 2017) or to not

proceed with the Merger if it is considered in the best interests of the Terminating Fund or its investors.

Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these Funds is

also subject to regulatory approval.



50


that is lower than the management fee charged in respect of the securities of the Terminating Fund that they

currently hold.














marketplace. Finally, investors will receive securities of the Continuing Fund that have a management fee

that is lower than the management fee charged in respect of the securities of the Terminating Fund that they

currently hold.

Recommendation

The Manager and the Board of Directors of the Terminating Fund recommend that securityholders

of the Terminating Fund vote FOR the Merger.

Dissent Rights

As the Merger is an exchange of all or part of the securities of the Terminating Fund for securities of the

Continuing Fund, securityholders of the Terminating Fund may exercise their right to dissent to the Merger

if it is approved, as provided by the CBCA. There are certain steps you must take to exercise this right,

including provide written notice of your objection to the Merger to the Manager at or before the date of the

Meeting. Securityholders should consult with their legal advisor, keeping in mind that they may receive the

fair market value of their securities (less any applicable redemption fees) by simply submitting a redemption

request to the Manager prior to the effective date of the Merger.



Fund National Bank Dividend Income Fund

Inc.

NBI Dividend Fund

Investment

Objectives

The investment objective of National

Bank Dividend Income Fund Inc. is to

achieve a maximum level of dividend

income as is consistent with prudent

levels of capital preservation and


Dividend Fund is to provide high

dividend income while preserving

capital. The Fund invests primarily in

preferred and common shares of

51

Fund National Bank Dividend Income Fund

Inc.

NBI Dividend Fund

liquidity. The Fund invests primarily in

common and preferred stocks of

Canadian companies that pay dividends.

Canadian companies that pay dividend

income.

Investment

Strategies

To meet its objective, National Bank

Dividend Income Fund Inc. invests

mainly in Canadian companies so that

investors can benefit from the stable

income and the favourable tax treatment

of dividends. The Fund may also invest

in debt securities, asset-backed and

mortgage-backed securities, income

trusts and in foreign securities, in a

manner consistent with the Fund’s

investment objectives. The portfolio










Fund’s assets in foreign securities. The

portfolio manager uses growth and value

styles in selecting common shares with a

high dividend yield and a limited risk of

loss. Most of the common shares are

chosen from the largest companies on the

S&P/TSX Composite Index. The Fund










To meet its objective, NBI Dividend

Fund may invest in preferred shares,

including fixed-rate and floating-rate

preferred shares, redeemable, non-

redeemable and retractable preferred

shares, common shares of Canadian and

foreign corporations, Canadian or



return investments, bonds, term deposits

and other money market instruments.

The portfolio manager of the Fund may

invest approximately 45% of the net

assets of the Fund in securities of






securities. At least half of the fund’s

assets are invested in preferred and

common shares of Canadian companies.

The portfolio manager may invest up to

20% of the Fund’s assets in foreign

securities. The portfolio manager uses

growth and value styles in selecting

common shares with a high dividend

yield and a limited risk of loss. Most of

the common shares are chosen from the

largest companies on the S&P/TSX

Composite Index. The Fund may use






The fund has a relatively high portfolio



investors.

As a result of the fact that the Terminating Fund and Continuing Fund both (i) aim to provide a high level

of dividend income while preserving capital, (ii) are invested predominantly in preferred and common

shares of Canadian dividend paying companies contained within the S&P/TSX Composite Index, and

52

(iii) have similar exposure to foreign securities, the Manager believes that a reasonable person would

consider the investment objectives of these Funds to be substantially similar.




As at the close of business on March 13, 2017, the net assets of the Terminating Fund were $84.7 million

and the net assets of the Continuing Fund were $1030.9 million.





Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Investor

Series

1.25% 1.20%

(Investor-2)3

0.12% 0.12%

(Investor-2)3

1.53% 1.88%





costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, 2014.






Fund that have a management fee that is lower than the management fee charged in respect of their securities

of the Terminating Fund. In addition, securityholders of the Terminating fund will receive securities of the

Continuing Fund that have an administration fee that is the same as the administration fee charged in respect

of their securities of the Terminating Fund. It is the Manager’s opinion that a reasonable person would

consider the fee structures of the Terminating Fund and the Continuing Fund to be substantially similar.

MERGER OF NBI HIGH DIVIDEND FUND INTO NBI CANADIAN EQUITY FUND

(applicable to securityholders of NBI High Dividend Fund)

General

The Manager is seeking approval from securityholders of NBI High Dividend Fund for the Merger of this

Terminating Fund into NBI Canadian Equity Fund, the Continuing Fund. Securityholders of the


53









(directly or indirectly) primarily in Canadian equity securities. In exchange for their current securities,

investors will receive securities of the Continuing Fund that have a management fee that is the same as the

management fee charged in respect of the securities of the Terminating Fund that they currently hold.














marketplace.

Recommendation




Fund NBI High Dividend Fund NBI Canadian Equity Fund

Investment

Objectives

The investment objective of NBI High

Dividend Fund is to maximize the long-

term capital growth potential and to

generate a high dividend income. This



funds, in a portfolio mainly composed of

Canadian dividend-paying common


Canadian Equity Fund is to ensure long-

term capital growth while applying

policies focused on protection of

invested capital. The fund invests

primarily in equity securities of a variety

of Canadian companies traded on

recognized markets such as common

shares, preferred shares and convertible

54

Fund NBI High Dividend Fund NBI Canadian Equity Fund

shares and other income generating

Canadian equities.

securities which, when exercised, will

enable the purchase of these types of

shares.

Investment

Strategies

To meet its objective, NBI High

Dividend Fund uses an investment

process that is principally based on

fundamental research, but the portfolio

manager will also consider quantitative

and technical factors. The final portfolio

securities selection is based on

knowledge of the company, its industry

and its growth prospects. In order to

maximize the global performance

potential of the portfolio, the portfolio

manager uses an active strategy for

trading securities and reinvesting

dividends. The Fund may also invest in

income trusts, fixed-income securities

and Canadian and foreign equities. The

Fund may invest up to 100% of its net

assets in underlying funds managed by

the Manager or third parties, including

exchange-traded funds. The criteria used

for selecting underlying fund securities

are the same as the criteria used for

selecting other types of securities. The

Fund may invest approximately 10% of

its assets in foreign securities. The Fund










To meet its objective, NBI Canadian

Equity Fund may invest in common

shares of Canadian companies, preferred

shares of Canadian companies, securities

convertible into common or preferred

shares, such as warrants or options,

shares of foreign companies and income

trusts. The portfolio manager of the

Fund may invest up to 45% of the net



Manager or third parties, including

exchange-traded funds. The portfolio

manager chooses securities from

Canadian companies with large market

capitalization that are listed on

recognized markets in Canada and

elsewhere. By choosing a diversified

portfolio of equities, the portfolio

manager minimizes risk and increases

the potential for capital gain. The

portfolio manager uses growth and value

styles in choosing shares of Canadian

companies and attaches more importance

to security selection than sector rotation.

However, the equity investments of the

Fund include different sectors of the

S&P/TSX Composite Index. The



companies. The portfolio manager may

invest up to 30% of the Fund’s assets in

foreign securities. The Fund may use









investors.

While both the Continuing Fund and Terminating Fund aim to provide investors with long term capital

growth, the Terminating Fund also aims to generate a high dividend income while the Continuing Fund

aims to protect investors’ capital. The Terminating Fund also invests primarily in dividend-paying equities,

55

while the Continuing Fund does not have this income-producing focus. Lastly, the Terminating Fund limits

its investments in foreign securities to 10% of the Terminating Fund’s assets, whereas the Continuing Fund

may invest up to 30% of its assets in foreign securities. For these reasons, the Manager believes that a

reasonable person would consider the investment objectives of these Funds to be less than substantially

similar.

However, both the Terminating Fund and the Continuing Fund invest primarily (directly or

indirectly) in Canadian equity securities.

The portfolio manager of the Terminating Fund is Intact Investment Management Inc. and Jarislowsky,

Fraser Limited is the portfolio manager of the Continuing Fund. Jarislowsky, Fraser Limited will continue

to be the portfolio manager of the Continuing Fund after the Merger.








Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

1.70% 1.70%

(Advisor-2)3

0.19% 0.19%

(Advisor-2)3

2.16% N/A3

Investor

Series

1.70% 1.70%

(Investor-2)3

0.19% 0.19%

(Investor-2)3

2.16% N/A3

Series F 0.70% 0.70%

(F-2)3

0.19% 0.19%

(F-2)3

0.95% N/A3

Series R 1.70% 1.70%

(R-2)3

0.19% 0.19%

(R-2)3

2.17% N/A3

Series O N/A N/A 0.02% 0.02% 0.02% 0.02%







56











MERGER OF NATIONAL BANK ALTAFUND INVESTMENT CORP. INTO

NBI CANADIAN EQUITY GROWTH FUND

(applicable to securityholders of National Bank AltaFund Investment Corp.)

General

The Manager and the Board of Directors of National Bank AltaFund Investment Corp. are seeking approval

from securityholders of National Bank AltaFund Investment Corp. for the Merger of this Terminating Fund

into NBI Canadian Equity Growth Fund, the Continuing Fund. Securityholders of the Terminating Fund


























marketplace. Investors will also receive securities of the Continuing Fund that have a management fee that

is lower than the management fee charged in respect of the securities of the Terminating Fund that they

57

currently hold. Further, the Continuing Fund has delivered stronger long term performance than the

Terminating Fund. Lastly, there is a significant overlap between the portfolio holdings of the Terminating

Fund and the portfolio holdings of the Continuing Fund.

Recommendation

The Manager and Board of Directors of the Terminating Fund recommend that securityholders of

the Terminating Fund vote FOR the Merger.

Dissent Rights

As the Merger is an exchange of all or part of the securities of the Terminating Fund for securities of the

Continuing Fund, securityholders of the Terminating Fund may exercise their right to dissent to the Merger

if it is approved, as provided by the CBCA. There are certain steps you must take to exercise this right,

including provide written notice of your objection to the Merger to the Manager at or before the date of the

Meeting. Securityholders should consult with their legal advisor, keeping in mind that they may receive the

fair market value of their securities (less any applicable redemption fees) by simply submitting a redemption

request to the Manager prior to the effective date of the Merger.



Fund National Bank AltaFund Investment

Corp.


Investment

Objectives

The investment objective of National

Bank AltaFund Investment Corp. is to

provide investors with superior

investment returns over the long term,

having regard for the safety of capital, by

investing primarily in Canadian equity

securities.


Canadian Equity Growth Fund is to

provide investors with superior

investment returns over the long term,

having regard for the safety of capital.

The Fund invests in a diversified

portfolio of primarily Canadian equities.

Investment

Strategies

To meet its objective, National Bank

AltaFund Investment Corp. emphasizes

companies that have a significant

business presence in Western Canada

and that the portfolio manager believes

offer opportunities for gains from capital

growth. The Fund may also invest in

foreign securities and hold foreign

currencies, in a manner consistent with

the Fund’s investment objective. The

portfolio manager of the Fund may





To meet its objective, NBI Canadian

Equity Growth Fund invests mainly in

Canadian equities which will provide the

best opportunities for capital growth.

The Fund may also invest in foreign

securities and hold foreign currencies, in

a manner consistent with the Fund’s

investment objectives. The portfolio





or third parties, including exchange-

traded funds. The criteria used for


58

Fund National Bank AltaFund Investment

Corp.





securities. The Fund may invest in





exchange-traded funds whose reference




The portfolio manager may invest up to

30% of the Fund’s assets in foreign

securities and foreign currencies. Using

a bottom-up investment approach, the

portfolio manager will select companies

that have the best combination of relative

valuation, growth potential, competitive

positioning and management ability.









possibility of taxable gains for investors..




Fund’s assets in foreign securities or

foreign currencies. The Fund seeks to

invest in companies and industry sectors

that provide the best opportunities for

gains. The portfolio manager primarily

uses a growth style for the Fund and a

mix of investment approaches. The

Fund may invest in exchange-traded

funds managed by third parties,

including exchange-traded funds that

utilize leverage in an attempt to magnify

returns, but will not invest in exchange-

traded funds whose reference index is

based, directly or indirectly through a

derivative or otherwise, on a physical

commodity other than gold. The Fund










As both the Terminating Fund and the Continuing Fund have the objective of superior investment returns,

having regard for the safety of capital and both invest primarily in Canadian equity securities, the Manager

believes a reasonable person would consider the investment objectives of these Funds to be substantially

similar.






1 Advisor Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore have not been

included in the calculation of net assets of the Terminating Fund.

59





Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Investor

Series

2.00% 1.95%

(Investor-2)3

0.19% 0.19%

(Investor-2)3

2.38% N/A3





costs associated with compliance with any new governmental or regulatory requirement introduced after February 13, 2015 with

respect to the Terminating Fund and after September 23, 2014 with respect to the Continuing Fund.







of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive securities of the

Continuing Fund that have an administration fee that is the same as the administration fee that is charged

in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a reasonable person

would consider the fee structures of the Terminating Fund and the Continuing Fund to be substantially

similar.

MERGER OF NBI WESTWOOD GLOBAL DIVIDEND FUND INTO

NBI GLOBAL EQUITY FUND

(applicable to securityholders of NBI Westwood Global Dividend Fund)

General

The Manager is seeking approval from securityholders of NBI Westwood Global Dividend Fund for the

Merger of this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of








60



in global equity securities. In exchange for their current securities, investors will receive securities of the
















marketplace. Further, the Continuing Fund has delivered stronger long term performance than the

Terminating Fund. Lastly, some investors of the Terminating Fund will receive securities of the Continuing

Fund that have a management fee that is lower than the management fee charged in respect of the securities

of the Terminating Fund that they currently hold.

Recommendation




Fund NBI Westwood Global Dividend Fund NBI Global Equity Fund

Investment

Objectives


Westwood Global Dividend Fund is to

ensure long-term capital growth, with a

focus on dividend income. The Fund

will invest directly or indirectly in a

portfolio comprised mainly of dividend-

paying equity securities of companies

located around the world.


Equity Fund is to achieve long-term

capital growth. It builds a diversified

portfolio of common and preferred

shares listed on recognized stock

exchanges.

Investment

Strategies

To meet its objective, NBI Westwood

Global Dividend Fund aims to achieve

high total investment return. The Fund

invests primarily in dividend paying

To meet its objective, NBI Global Equity

Fund invests its assets in equity

securities of corporations located around

the world. The Fund may also invest in

61

Fund NBI Westwood Global Dividend Fund NBI Global Equity Fund

equity securities of companies located

around the world. The Fund may also

invest in American Depositary Receipts

(ADRs) and Global Depositary Receipts

(GDRs). The portfolio manager of the

Fund may invest up to 30% of the net

assets of the Fund in securities of mutual

funds managed by the Manager or by

third parties, including exchange traded

funds that are index participation units.

When selecting units of underlying funds

for the Fund, the portfolio manager

assesses their ability to generate

sustainable and optimal risk-adjusted

returns. When selecting securities for

the Fund, the portfolio manager uses an

extensive database to screen for liquidity

and evidence and/or potential for

positive economic profit for each

security. Based on key metrics, the

portfolio manager determines the country

allocation weights. Thereafter,

fundamental research is conducted to

identify stocks with sustainable earning

growth prospects not recognized by the

market and which are trading at

attractive valuations. The Fund may use






American Depositary Receipts (ADRs)

and Global Depositary Receipts (GDRs).

When choosing securities for this Fund,

the portfolio manager first carries out a

macroeconomic analysis to determine

which regions and economic sectors will

perform well. The portfolio manager of

the Fund may invest approximately 45%

of the net assets of the Fund in securities

of underlying mutual funds managed by

the Manager or by third parties,

including exchange traded funds. The

criteria used for selecting underlying

fund securities are the same as the

criteria used for selecting other types of

securities. The portfolio manager seeks

undervalued shares in every sector, and

also considers the quality and liquidity of

the securities. The portfolio manager

uses an extensive database to screen

securities in order to select the best

companies in global markets. The Fund










While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital growth, as a

result of the fact that the Terminating Fund is focused on dividend income and invests predominantly in

dividend-paying equity securities while the Continuing Fund invests in undervalued common and preferred

shares listed on recognized stock exchanges, the Manager believes that a reasonable person would consider

the investment objectives of these Funds to be less than substantially similar.

However, both the Terminating Fund and the Continuing Fund invest primarily in global equity

securities.

The portfolio manager of the Terminating Fund is Westwood International Advisors Inc. and the portfolio

manager of the Continuing Fund is Fiera Capital Corporation. Fiera Capital Corporation will continue to


62








Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00%

(Advisor-2)3

0.22% 0.22%

(Advisor-2)3

2.43% N/A3

Investor

Series

2.00% 2.00%

(Investor-2)3

0.22% 0.22%

(Investor-2)3

2.43% N/A3

Series F 0.95% 0.75%

(F-2)3

0.22% 0.22%

(F-2)3

1.30% N/A3

Series O N/A N/A 0.02% 0.02% 0.02% 0.02%











Fund that have a management fee that is the same as or lower than the management fee charged in respect

of their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive





1 F5 Series and T5 Series of the Terminating Fund will be terminating on or about May 11, 2017 and therefore have

not been included in the calculation of net assets of the Terminating Fund.

63

MERGER OF NBI WESTWOOD GLOBAL EQUITY FUND INTO NBI GLOBAL EQUITY

FUND

(applicable to securityholders of NBI Westwood Global Equity Fund)

General

The Manager is seeking approval from securityholders of NBI Westwood Global Equity Fund for the

Merger of this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of


























marketplace. Further, the Continuing Fund has delivered stronger long term performance than the

Terminating Fund. Lastly, some investors of the Terminating Fund will receive securities of the Continuing

Fund that have a management fee that is lower than the management fee charged in respect of the securities

of the Terminating Fund that they currently hold.




Recommendation


64



Fund NBI Westwood Global Equity Fund NBI Global Equity Fund

Investment

Objectives


Westwood Global Equity Fund is to

ensure long-term capital growth. The

Fund will invest directly or indirectly in

a portfolio comprised mainly of equity

securities of companies located around

the world.






exchanges.

Investment

Strategies

To meet its objective, NBI Westwood

Global Equity Fund aims to achieve

long-term capital growth by investing

primarily in a portfolio of equity

securities of companies from all

capitalization and located around the

world. The Fund may also invest in




invest up to 30% of the net assets of the

Fund in securities of mutual funds


parties, including exchange traded funds

that are index participation units. When

selecting units of underlying funds for

the Fund, the portfolio manager assesses

their ability to generate sustainable and

optimal risk-adjusted returns. When


portfolio manager uses an extensive

database to screen for liquidity and

evidence and/or potential for positive

economic profit for each security. Based

on key metrics, the portfolio manager

determines the country allocation

weights. Thereafter, fundamental

research is conducted to identify stocks

with sustainable earning growth

prospects not recognized by the market

and which are trading at attractive

valuations. The Fund may use



















including exchange-traded funds. The




















65

Fund NBI Westwood Global Equity Fund NBI Global Equity Fund



As a result of the fact that both the Continuing Fund and the Terminating Fund’s investment objective is to

ensure long-term capital growth through investing in a portfolio of global equities, the Manager believes

that a reasonable person would consider the investment objectives of these Funds to be substantially similar.

The portfolio manager of the Terminating Fund is Westwood International Advisors Inc. and the portfolio

manager of the Continuing Fund is Fiera Capital Corporation. Fiera Capital Corporation will continue to









Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00%

(Advisor-2)3

0.22% 0.22%

(Advisor-2)3

2.48% N/A3

Investor

Series

2.00% 2.00%

(Investor-2)3

0.22% 0.22%

(Investor-2)3

2.48% N/A3

Series F 0.90% 0.75%

(F-2)3

0.22% 0.22%

(F-2)3

1.29% N/A3

Series O N/A N/A 0.02% 0.02% 0.02% 0.02%







66











MERGER OF NBI EUROPEAN EQUITY FUND INTO NBI GLOBAL EQUITY FUND

(applicable to securityholders of NBI European Equity Fund)

General

The Manager is seeking approval from securityholders of NBI European Equity Fund for the Merger of this

Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the Terminating




discretion to postpone implementation of the Merger until a later date (which shall be no later than August

31, 2017) or to not proceed with the Merger if it is considered in the best interests of the Terminating Fund

or its investors. Following the Merger, the Terminating Fund will be wound up. The proposed Merger of

these Funds is also subject to regulatory approval.



primarily in equity securities and aim to achieve long-term capital growth. In exchange for their current



hold.










reduce the administrative and regulatory costs of operating the Terminating Fund and Continuing Fund as

separate funds. Additionally, following the Merger, the Continuing Fund will have a portfolio of greater

value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing

Fund may benefit from its larger profile in the marketplace. Investors will also receive securities of the

Continuing Fund that have an administration fee that is lower than the administration fee charged in respect

of the securities of the Terminating Fund that they currently hold. Further, the Continuing Fund has

67

delivered stronger long term performance than the Terminating Fund. Lastly, following the Merger,

investors will benefit by the broader investment approach offered by the Continuing Fund.

Recommendation




Fund NBI European Equity Fund NBI Global Equity Fund

Investment

Objectives


European Equity Fund is to achieve

capital appreciation and, as a secondary

objective, to earn income. To meet the

objectives, the Fund invests primarily in

securities of companies located or doing

business in Europe.






exchanges.

Investment

Strategies

To meet its objective, NBI European

Equity Fund is actively managed. The

Fund invests primarily in companies

with principal business activities in

Europe and seeks stability by investing

in a diversified portfolio of mainly equity

securities across European markets. The

Fund may also invest in American

Depositary Receipts (ADRs) and Global

Depositary Receipts (GDRs). When

choosing foreign securities for this Fund,

the portfolio manager carries out a


which regions of Europe and which

economic sectors will perform well. The

portfolio manager seeks undervalued

shares in every sector, and also considers

the quality and liquidity of the securities.

The portfolio manager uses an extensive

database to screen securities in order to

select the best companies in the

European markets. The portfolio





or by third parties, including exchange






























68

Fund NBI European Equity Fund NBI Global Equity Fund




use derivatives to implement the












strategy. The Fund has a relatively high

portfolio turnover rate, increasing trading

costs and the possibility of taxable gains

for investors.

While both the Terminating Fund and the Continuing Fund aim to achieve capital growth, as a result of the

fact that the secondary focus of the Terminating Fund is on income and the fact that the Terminating Fund’s

portfolio is comprised primarily of companies located in or doing business in Europe, while the Continuing

Fund has a broader global focus, the Manager believes that a reasonable person would consider the

investment objectives of these Funds to be less than substantially similar.

However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities

and aim to achieve long-term capital growth.










Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00%

(Advisor-2)3

0.24% 0.22%

(Advisor-2)3

2.49% N/A3

Investor

Series

2.00% 2.00%

(Investor-2)3

0.24% 0.22%

(Investor-2)3

2.49% N/A3

69

Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Series F 0.75% 0.75%

(F-2)3

0.24% 0.22%

(F-2)3

1.05% N/A3

















MERGER OF NBI ASIA PACIFIC FUND INTO NBI GLOBAL EQUITY FUND

(applicable to securityholders of NBI Asia Pacific Fund)

General

The Manager is seeking approval from securityholders of NBI Asia Pacific Fund for the Merger of this











in primarily in equity securities and aim to achieve long-term capital growth. In exchange for their current



hold.

70


















Recommendation




Fund NBI Asia Pacific Fund NBI Global Equity Fund

Investment

Objectives

The investment objective of NBI Asia

Pacific Fund is to achieve long-term

capital growth through investment in a

portfolio of equity securities of

companies located (or that have their

principal business activities) in Asia or

the Pacific Rim region.






exchanges.

Investment

Strategies

To meet its objective, NBI Asia Pacific

Fund may invest in equities in any or all

of Japan, Australia, New Zealand, Hong

Kong, India, South Korea, Malaysia,

Thailand, Singapore, the Philippines,

Indonesia, Taiwan and the Republic of

China and other countries in the Pacific

Rim region or companies that have their

principal business activities in those

countries. The Fund may also invest in













71

Fund NBI Asia Pacific Fund NBI Global Equity Fund










selecting other types of securities. When

choosing securities for this Fund, the

portfolio manager carries out a


which markets and economic sectors will

perform well. The portfolio manager

seeks undervalued shares in every sector,

and also considers the quality and

liquidity of the securities. The portfolio

manager uses an extensive database to

screen securities in order to select the

best companies in the Asia Pacific

markets. The Fund may use derivatives

to implement the investment strategy and

to manage risks. The Fund may enter
































result of the fact that the Terminating Fund’s portfolio is comprised primarily of companies located in Asia

or the Pacific Rim region, while the Continuing Fund may invest in any geographical region, the Manager

believes that a reasonable person would consider the investment objectives of these Funds to be less than

substantially similar.


and aim to achieve long term capital growth.






72





Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00%

(Advisor-2)3

0.29% 0.22%

(Advisor-2)3

2.54% N/A3

Investor

Series

2.00% 2.00%

(Investor-2)3

0.29% 0.22%

(Investor-2)3

2.54% N/A3

Series F 0.75% 0.75%

(F-2)3

0.29% 0.22%

(F-2)3

1.10% N/A3

















MERGER OF NBI JAPANESE EQUITY FUND INTO NBI GLOBAL EQUITY FUND

(applicable to securityholders of NBI Japanese Equity Fund)

General

The Manager is seeking approval from securityholders of NBI Japanese Equity Fund for the Merger of this







73





primarily in equity securities and aim to achieve long term capital growth. In exchange for their current



hold.





















Recommendation




Fund NBI Japanese Equity Fund NBI Global Equity Fund

Investment

Objectives


Japanese Equity Fund is to achieve long-

term capital growth primarily through

investment in securities of Japanese

issuers. The Fund invests mainly in





74

Fund NBI Japanese Equity Fund NBI Global Equity Fund

common shares of Japanese issuers and

issuers that have a significant business

presence in Japan.


exchanges.

Investment

Strategies

To meet its objective, NBI Japanese

Equity Fund may invest in securities of

firms of all sizes and may also invest in



The portfolio manager has a growth bias

for the Fund and uses a bottom-up

investment approach. The portfolio





or by third parties, including exchange-


















































result of the fact that the Terminating Fund’s portfolio is comprised primarily of companies located in Japan

and issuers that have a significant business presence in Japan, while the Continuing Fund may invest in any

geographical region, the Manager believes that a reasonable person would consider the investment

objectives of these Funds to be less than substantially similar.



75










Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00%

(Advisor-2)3

0.29% 0.22%

(Advisor-2)3

2.53% N/A3

Investor

Series

2.00% 2.00%

(Investor-2)3

0.29% 0.22%

(Investor-2)3

2.53% N/A3

















MERGER OF NBI GLOBAL SMALL CAP FUND INTO NBI GLOBAL EQUITY FUND

(applicable to securityholders of NBI Global Small Cap Fund)

General

The Manager is seeking approval from securityholders of NBI Global Small Cap Fund for the Merger of

this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the

76










primarily in equity securities and aim to achieve long term capital growth. In exchange for their current



hold.





















Recommendation




77

Fund NBI Global Small Cap Fund NBI Global Equity Fund

Investment

Objectives


Small Cap Fund is to achieve long-term

capital appreciation primarily by

investing in equities of smaller

companies with market capitalization of

less than US$2 billion. The Fund will

primarily invest in developed markets

but may also invest in emerging markets.






exchanges.

Investment

Strategies

To meet its objective, NBI Global Small

Cap Fund will primarily invest in more

developed markets such as North

America, Europe, Japan and Australia,

but may also invest in the emerging

markets of Asia, Latin America, Eastern

Europe and Africa. Using a bottom-up

investment approach, the portfolio

manager will select companies that have

the best combination of relative

valuation, growth potential, competitive

positioning and management ability.









selecting other types of securities. The

Fund may invest in exchange-traded

funds that are index participation units.

The Fund may also invest in American


Depositary Receipts (GDRs). The Fund













































While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital appreciation

by investing in equities, as a result of the fact that the Terminating Fund seeks to invest in companies with

a market capitalization of less than US$2 billion, while the Continuing Fund does not have any market

78

capital constraint, the Manager believes that a reasonable person would consider the investment objectives

of these Funds to be less than substantially similar.












Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00%

(Advisor-2)3

0.29% 0.22%

(Advisor-2)3

2.56% N/A3

Investor

Series

2.00% 2.00%

(Investor-2)3

0.29% 0.22%

(Investor-2)3

2.56% N/A3

Series F 0.75% 0.75%

(F-2)3

0.29% 0.22%

(F-2)3

1.20% N/A3















79



MERGER OF NBI SCIENCE AND TECHNOLOGY FUND INTO NBI GLOBAL EQUITY FUND

(applicable to securityholders of NBI Science and Technology Fund)

General

The Manager is seeking approval from securityholders of NBI Science and Technology Fund for the Merger

of this Terminating Fund into NBI Global Equity Fund, the Continuing Fund. Securityholders of the










in global equity securities. In exchange for their current securities, investors will receive securities of the

















of the securities of the Terminating Fund that they currently hold. Lastly, following the Merger, investors

will benefit by the broader investment approach offered by the Continuing Fund.

Recommendation




80

Fund NBI Science and Technology Fund NBI Global Equity Fund

Investment

Objectives

The investment objective of NBI Science

and Technology Fund is to aggressively

seek capital appreciation for investors

over the long term (greater than five

years) primarily by investing in global

companies whose activities are partially

focused on scientific and technological

research.






exchanges.

Investment

Strategies

To meet its objective, NBI Science and

Technology Fund will endeavour to

maximize returns by investing in a

diversified portfolio of companies in

industries including but not limited to the

telecommunications, biotechnology,

environmental technology, health care

and computer industries. The portfolio

manager primarily uses a growth style

and bottom-up approach, focusing on



investments for the Fund. The portfolio























































result of the fact that the Terminating Fund seeks to primarily invest in global companies whose activities

81

are partially focused on scientific and technological research, while the Continuing Fund can invest in any

industry, the Manager believes that a reasonable person would consider the investment objectives of these

Funds to be less than substantially similar.


securities.










Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00%

(Advisor-2)3

0.24% 0.22%

(Advisor-2)3

2.48% N/A3

Investor

Series

2.00% 2.00%

(Investor-2)3

0.24% 0.22%

(Investor-2)3

2.48% N/A3










As a result of the Merger, securityholders of the Terminating Fund will receive securities of the


their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive





82

MERGER OF NBI HEALTH SCIENCES FUND INTO NBI GLOBAL EQUITY FUND

(applicable to securityholders of NBI Health Sciences Fund)

General

The Manager is seeking approval from securityholders of NBI Health Sciences Fund for the Merger of this











primarily in global equity securities and aim to achieve long term capital growth. In exchange for their

current securities, investors will receive securities of the Continuing Fund that have a management fee that

is the same as the management fee charged in respect of the securities of the Terminating Fund that they

currently hold.













Fund may benefit from its larger profile in the marketplace. Additionally, following the Merger, investors

will benefit by the broader investment approach offered by the Continuing Fund.

Recommendation




83

Fund NBI Health Sciences Fund NBI Global Equity Fund

Investment

Objectives

The investment objective of NBI Health

Sciences Fund is to seek long-term

capital appreciation by investing

primarily in global equity securities of

companies that develop, produce or

distribute products or services related to

health care.






exchanges.

Investment

Strategies

To meet its objective, NBI Health

Sciences Fund will target dynamically

managed, innovative companies. The

portfolio manager will aim to blend well-

established health care firms with faster-

growing, more dynamic entities. Well-

established health care companies

typically provide liquidity and earnings

potential for the portfolio and represent

core holdings in the Fund. The

industries include, but are not limited to,

medical equipment or supplies,

pharmaceuticals, health care facilities,

biotechnology and applied research and

development of new products or

services, managed care and health

insurance companies. The remainder of

the portfolio consists of faster-growing,

more dynamic health care companies,

which have new products or are

increasing the market share of existing

products. The portfolio manager

primarily uses a growth style and a

bottom-up approach, focusing on



investments for the Fund. The portfolio





or by third parties, including exchange













































84

Fund NBI Health Sciences Fund NBI Global Equity Fund





While both the Terminating Fund and the Continuing Fund aim to achieve long-term capital appreciation,

as a result of the fact that the Terminating Fund seeks to primarily invest in global equity securities of

companies that develop, produce or distribute products or services related to health care, while the

Continuing Fund can invest in any industry, the Manager believes that a reasonable person would consider

the investment objectives of these Funds to be less than substantially similar.


securities and aim to achieve long term capital growth.










Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.25% 2.25% 0.24% 0.24% 2.78% 2.85%

Investor

Series

2.25% 2.25% 0.24% 0.24% 2.78% 2.85%







85








MERGER OF NBI ENERGY FUND INTO NBI RESOURCE FUND

(applicable to securityholders of NBI Energy Fund)

General

The Manager is seeking approval from securityholders of NBI Energy Fund for the Merger of this

Terminating Fund into NBI Resource Fund, the Continuing Fund. Securityholders of the Terminating Fund










in primarily in equity securities and aim to achieve long term capital growth. In exchange for their current

securities, investors will receive securities of the Continuing Fund that have a management fee that is lower

than the management fee charged in respect of the securities of the Terminating Fund that they currently

hold.














marketplace. Investors will also receive securities of the Continuing Fund that have a management fee that

is lower than the management fee charged in respect of the securities of the Terminating Fund that they

currently hold. Lastly, there is a significant overlap between the portfolio holdings of the Terminating Fund

and the portfolio holdings of the Continuing Fund.

86

Recommendation




Fund NBI Energy Fund NBI Resource Fund

Investment

Objectives

The investment objective of NBI Energy

Fund is to provide maximum capital

appreciation by investing in Canadian

and global companies primarily engaged

in the exploration, production,

transportation and distribution of all

forms of energy and companies that

support them.


Resource Fund is to achieve capital

growth primarily by investing in equities

of Canadian natural resource companies

and companies that support resource

companies.

Investment

Strategies

To meet its objective, NBI Energy Fund

invests primarily in equity securities of

Canadian and global companies engage

in the exploration, production,

transportation and distribution of all

forms of energy, as well as companies

engaged in energy related activities, such

as pipelines, utilities and manufacturing.

The Fund will also invest in alternative

energy opportunities such as companies

engaged in developing fuel cells, solar

energy, biofuels, and wind platforms.

The Fund’s equity investments may

include Canadian and foreign income

trust units, Canadian and foreign

common shares, Canadian and foreign

preferred shares and exchange-traded

funds. Up to approximately 30% of the

Fund’s assets may be invested in foreign

securities. The Fund may also invest in

investment grade corporate bonds rated

BBB- or higher by Standard & Poor’s

Ratings Services (Canada) or other

designated rating organizations. The

portfolio manager uses a combination of

growth and value styles to select

portfolio investments for the Fund. The

portfolio manager of the Fund may



To meet its objective, NBI Resource

Fund invests in companies that engage in

natural resource activities, such as

mining, oil and gas, energy, forest

products, water resources and fishing and

companies that support those industries.

The portfolio manager uses a

combination of growth and value styles

and a mix of investment strategies to

select portfolio investments for the Fund.

The Fund may invest in income trusts

and in foreign securities, in a manner

consistent with the Fund’s investment

objective. Up to approximately 30% of

the Fund’s assets may be invested in

foreign securities. The portfolio









invest in exchange-traded funds managed

by third parties, including exchange-

traded funds that utilize leverage in an

attempt to magnify returns, but will not

invest in exchange traded funds whose

reference index is based, directly or

87

Fund NBI Energy Fund NBI Resource Fund







exchange-traded funds that are not

managed by the Manager or an affiliate

or associate of the Manager. When

selecting an exchange-traded fund to

invest in, the portfolio manager will

consider the degree of exposure to the

sector that the exchange-traded fund will

provide to the Fund, the performance of

the exchange-traded fund and the

expense to the Fund relating to the

investment in the exchange-traded fund.










indirectly through a derivate or

otherwise, on a physical commodity

other than gold. The Fund may use









investors.

While both Funds have the objective of capital growth, as a result of the fact that the Terminating Fund

invests primarily in Canadian and global energy companies and companies that support them, while the

Continuing Fund invests more broadly in Canadian natural resource companies and companies that support

resource companies, the Manager believes that a reasonable person would consider the investment


However, both the Terminating Fund and the Continuing Fund invest primarily in equity securities and aim to achieve long term capital growth.










88

Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.15% 2.00% 0.23% 0.23% 2.65% 2.47%

Investor

Series

2.15% 2.00% 0.23% 0.23% 2.65% 2.47%







As a result of the Merger, securityholders of the Terminating Fund will receive securities in the Continuing


of the Terminating Fund. In addition, securityholders of the Terminating Fund will receive securities of the

Continuing Fund that have an administration fee that is the same as the administration fee that is charged

in respect of their securities of the Terminating Fund. It is the Manager’s opinion that a reasonable person

would consider the fee structures of the Terminating Fund and the Continuing Fund to be substantially

similar.

MERGER OF NBI PRECIOUS METALS FUND INTO NBI RESOURCE FUND

(applicable to securityholders of NBI Precious Metals Fund)

General

The Manager is seeking approval from securityholders of NBI Precious Metals Fund for the Merger of this

Terminating Fund into NBI Resource Fund, the Continuing Fund. Securityholders of the Terminating Fund










in equity securities and aim to achieve long term capital growth . In exchange for their current securities,

investors will receive securities of the Continuing Fund that have a management fee that is the same as the

management fee charged in respect of the securities of the Terminating Fund that they currently hold.



89











Fund may benefit from its larger profile in the marketplace. Lastly, the Continuing Fund has delivered

stronger long term performance than the Terminating Fund.

Recommendation




Fund NBI Precious Metals Fund NBI Resource Fund

Investment

Objectives


Precious Metals Fund is to achieve long-

term growth through investment

primarily in securities of companies or

securities whose value is dependent upon

the value of gold, silver, platinum and

palladium (“Precious Metals”) or

strategic metals (such as rhodium,

titanium, chromium, cobalt and iridium)

or strategic minerals or diamonds.


Resource Fund is to achieve capital

growth primarily by investing in equities

of Canadian natural resource companies

and companies that support resource

companies.

Investment

Strategies

To meet its objective, NBI Precious

Metals Fund invests mainly in Canadian

and foreign companies engaged in the

exploration for, or the mining,

production or distribution of Precious

Metals. The portfolio manager seeks






companies. The Fund may also invest

directly in Precious Metals by buying

To meet its objective, NBI Resource

Fund invests in companies that engage in

natural resource activities, such as

mining, oil and gas, energy, forest

products, water resources and fishing and

companies that support those industries.

The portfolio manager uses a

combination of growth and value styles

and a mix of investment strategies to

select portfolio investments for the Fund.

The Fund may invest in income trusts

and in foreign securities, in a manner

consistent with the Fund’s investment

90

Fund NBI Precious Metals Fund NBI Resource Fund

bullion, coins or certificates and other

evidences of purchase. Up to

approximately 30% of the Fund’s assets

may be invested in foreign securities.














exchange traded funds whose reference













objective. Up to approximately 30% of

the Fund’s assets may be invested in

foreign securities. The portfolio









invest in exchange-traded funds managed

by third parties, including exchange-

traded funds that utilize leverage in an

attempt to magnify returns, but will not

invest in exchange traded funds whose

reference index is based, directly or

indirectly through a derivate or

otherwise, on a physical commodity

other than gold. The Fund may use









investors.

While both Funds have the objective of capital growth, as a result of the fact that the Terminating Fund

aims to invest primarily in securities of Canadian or foreign companies or securities whose value is

dependent on the value of Precious Metals, strategic metals or strategic minerals or diamonds, while the

Continuing Fund invests more broadly in Canadian natural resource companies and companies that support

resource companies, the Manager believes that a reasonable person would consider the investment









91





Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

2.00% 2.00% 0.23% 0.23% 2.46% 2.47%

Investor

Series

2.00% 2.00% 0.23% 0.23% 2.46% 2.47%














MERGER OF NBI U.S. GROWTH & INCOME PRIVATE PORTFOLIO INTO

NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO

(applicable to securityholders of NBI U.S. Growth & Income Private Portfolio)

General

The Manager is seeking approval from securityholders of NBI U.S. Growth & Income Private Portfolio for

the Merger of this Terminating Fund into NBI U.S. High conviction Equity Private Portfolio, the

Continuing Fund. Securityholders of the Terminating Fund are entitled to vote on the proposed Merger

because applicable securities legislation requires the Manager to seek approval from securityholders of the

Terminating Fund in connection with a Merger. If approved, the Merger will become effective on or about

May 12, 2017. The Manager will have the discretion to postpone implementation of the Merger until a

later date (which shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered

in the best interests of the Terminating Fund or its investors. Following the Merger, the Terminating Fund

will be wound up. The proposed Merger of these Funds is also subject to regulatory approval.


substantially similar to the investment objectives and strategies of the Continuing Fund, as both the

92

Terminating Fund and Continuing Fund aim to provide long-term capital growth through a portfolio

consisting primarily of common shares of U.S. companies. In exchange for their current securities,

investors will receive securities of the Continuing Fund that have a management fee and administration fee

that is the same as the management fee and administration fee charged in respect of the securities of the















marketplace.




Recommendation


93



Fund NBI U.S. Growth & Income Private

Portfolio

NBI U.S. High Conviction Equity

Private Portfolio

Investment

Objectives

The investment objective of NBI U.S.

Growth & Income Private Portfolio is to

provide long-term capital growth. The

Fund invests, directly or through


funds, in a portfolio consisting primarily

of common shares of U.S. companies

that provide a combination of capital

growth and dividend income.


High Conviction Equity Private Portfolio

is to provide long-term capital growth.

The Fund invests directly, or through




selected using a high conviction

investment approach.

Investment

Strategies

To meet its objective, NBI U.S. Growth

& Income Private Portfolio invests in a

portfolio consisting primarily of common

shares of U.S. companies that provide

investors with a combination of capital

appreciation and dividend income. The

portfolio manager seeks to choose high

quality companies in the principal

sectors of the U.S. economy, while

paying particular attention to risk

management. The portfolio manager of

the Fund may invest up to 100% of the

net assets of the Fund in securities of
















To meet its objective, NBI U.S. High


invests in a portfolio consisting primarily

of common shares of U.S. large

capitalization companies. The Fund may

also invest in preferred shares, in

common shares of companies doing

business in the U.S. and in American


Depositary Receipts (GDRs). The

portfolio manager uses a mix of

strategies to select portfolio investments

for the Fund. The portfolio manager




manager relies on its convictions to

select portfolio securities. In applying

this high conviction investment

approach, the sector and geographic

allocation and weighting of each security

present in the portfolio are based on the

convictions of the portfolio manager,

without regard to the content of the

reference indices for the type of fund.





parties, including exchange-traded funds.

The criteria used for selecting underlying



securities. The Fund may use derivatives

94

Fund NBI U.S. Growth & Income Private

Portfolio


Private Portfolio









As a result of the fact that both the Terminating Fund and Continuing Fund aim to provide long-term capital

growth through a portfolio consisting primarily of common shares of U.S. companies, the Manager believes

that a reasonable person would consider the investment objectives of these Funds to be substantially similar.










Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

1.60% 1.60% 0.15% 0.15% 1.96% 1.99%

Series F 0.45% 0.45% 0.15% 0.15% 0.68% 0.68%

Series

F5

0.45% 0.45% 0.15% 0.15% 0.68% 0.65%

Series

T5

1.60% 1.60% 0.15% 0.15% 2.01% 1.98%





95

costs associated with compliance with any new governmental or regulatory requirement introduced after May 14, 2015 in the case

of the Terminating Fund and after May 21, 2015 in the case of the Continuing Fund.









MERGER OF NBI CURRENCY-HEDGED U.S. HIGH CONVICTION EQUITY PRIVATE

PORTFOLIO INTO NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO

(applicable to securityholders of NBI Currency-Hedged U.S. High Conviction Equity Private

Portfolio)

General

The Manager is seeking approval from securityholders of NBI Currency-Hedged U.S. High Conviction

Equity Private Portfolio for the Merger of this Terminating Fund into NBI U.S. High conviction Equity

Private Portfolio, the Continuing Fund. Securityholders of the Terminating Fund are entitled to vote on the

proposed Merger because applicable securities legislation requires the Manager to seek approval from

securityholders of the Terminating Fund in connection with a Merger. If approved, the Merger will become

effective on or about May 12, 2017. The Manager will have the discretion to postpone implementation of

the Merger until a later date (which shall be no later than August 31, 2017) or to not proceed with the

Merger if it is considered in the best interests of the Terminating Fund or its investors. Following the

Merger, the Terminating Fund will be wound up. The proposed Merger of these Funds is also subject to

regulatory approval.



















96

marketplace. Some investors will also receive securities of the Continuing Fund that have a management

fee that is lower than the management fee charged in respect of the securities of the Terminating Fund that

they currently hold. Moreover, there is a significant overlap between the portfolio holdings of the

Terminating Fund and the portfolio holdings of the Continuing Fund. Lastly, investors in the Terminating

Fund will continue to have the same currency exposure as they currently do in the Terminating Fund as

they will be merging into a currency hedged series of the Continuing Fund.




Recommendation




Fund NBI Currency-Hedged U.S. High



Private Portfolio

Investment

Objectives


Currency-Hedged U.S. High Conviction

Equity Private Portfolio is to provide

long-term capital growth, while

minimizing exposure to fluctuations in

the value of the U.S. dollar against the

Canadian dollar. The Fund invests



portfolio composed mainly of common

shares of U.S. companies selected using

a high conviction approach. The fund

will also use derivatives to minimize

currency risk.



is to provide long-term capital growth.

The Fund invests directly, or through




selected using a high conviction

investment approach.

Investment

Strategies

To meet its objective, NBI Currency-

Hedged U.S. High Conviction Equity

Private Portfolio invests in a portfolio

composed mainly of common shares of

U.S. large capitalization companies. The

Fund may also invest in preferred shares,

in common shares of companies doing





To meet its objective, NBI U.S. High


invests in a portfolio consisting primarily

of common shares of U.S. large

capitalization companies. The Fund may

also invest in preferred shares, in

common shares of companies doing





97

Fund NBI Currency-Hedged U.S. High



Private Portfolio

























to manage risks. The Fund engages in

currency management strategies to hedge

against the risk of currency fluctuations

between the Canadian dollar and the U.S.

dollar. The Fund may enter into






































The investment objectives and strategies of the Terminating Fund and the Continuing Fund are identical,

but for the fact that the Terminating Fund seeks to minimize exposure to fluctuations in the value of the

U.S. dollar against the Canadian dollar. The Manager proposes to merge Terminating Fund investors into

H Series or FH Series securities of the Continuing Fund which will be similarly hedged to minimize

exposure to fluctuations in the value of the U.S. dollar against the Canadian dollar and, as a result, the

Manager believes that a reasonable person would consider the investment objectives of these Funds to be

substantially similar. H Series and FH Series, which will be New Series, will include prospectus disclosure

that the prior consent of securityholders of H Series and FH Series will be sought before the Manager

changes the hedging of such series.

98










Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

1.70% 1.55%

(H)3

0.15% 0.15%

(H)3

2.13% N/A3

Series F 0.55% 0.55%

(FH)3

0.15% 0.15%

(FH)3

0.81% N/A3

PW

Series

0.31% 0.31%

(PWH)3 0.15% 0.15%

(PWH)3

0.67% N/A3

PWO

Series

N/A N/A

(PWOH)3

0.15% 0.15%

(PWOH)3

0.32% N/A3








(3) This series will be created to facilitate the Mergers. As this series will be newly created, it does not yet have a MER.







be substantially similar. The simplified prospectus of the Funds will include disclosure in respect of the

New Series of the Continuing Fund, which will be a hedged series, that prior approval of securityholders

of the hedged New Series will be obtained before the currency hedging strategy of such series is changed.

99

MERGER OF NBI CURRENCY-HEDGED INTERNATIONAL HIGH CONVICTION EQUITY

PRIVATE PORTFOLIO INTO NBI INTERNATIONAL HIGH CONVICTION

EQUITY PRIVATE PORTFOLIO

(applicable to securityholders of NBI Currency-Hedged International High Conviction Equity

Private Portfolio)

General

The Manager is seeking approval from securityholders of NBI Currency-Hedged International High

Conviction Equity Private Portfolio for the Merger of this Terminating Fund into NBI International High

Conviction Equity Private Portfolio, the Continuing Fund. Securityholders of the Terminating Fund are

entitled to vote on the proposed Merger because applicable securities legislation requires the Manager to

seek approval from securityholders of the Terminating Fund in connection with a Merger. If approved, the

Merger will become effective on or about May 12, 2017. The Manager will have the discretion to postpone

implementation of the Merger until a later date (which shall be no later than August 31, 2017) or to not

proceed with the Merger if it is considered in the best interests of the Terminating Fund or its investors.

Following the Merger, the Terminating Fund will be wound up. The proposed Merger of these Funds is

also subject to regulatory approval.



















marketplace. Some investors will also receive securities of the Continuing Fund that have a management

fee that is lower than the management fee charged in respect of the securities of the Terminating Fund that

they currently hold. Lastly, there is a significant overlap between the portfolio holdings of the Terminating

Fund and the portfolio holdings of the Continuing Fund. Lastly, investors in the Terminating Fund will

continue to have the same currency exposure as they currently do in the Terminating Fund as they will be

merging into a currency hedged series of the Continuing Fund.




100

Recommendation




Fund NBI Currency-Hedged International

High Conviction Equity Private

Portfolio

NBI International High Conviction


Investment

Objectives


Currency-Hedged International High

Conviction Equity Private Portfolio is to

provide long-term capital growth, while

minimizing exposure to fluctuations in

the value of foreign currencies against

the Canadian dollar. The Fund invests



portfolio composed mainly of common

shares of companies located outside of

North America selected using a high

conviction approach. The Fund will also

use derivatives to minimize currency

risk.


International High Conviction Equity

Private Portfolio is to provide long-term

capital growth. The Fund invests,

directly or through investments in


portfolio comprised primarily of

common shares of companies located

outside of North America selected using

a high conviction investment approach.

Investment

Strategies

To meet its objective, NBI Currency-

Hedged International High Conviction

Equity Private Portfolio invests in a

geographically diversified portfolio

consisting primarily of common shares

of medium and large capitalization

companies located outside of North

America. The Fund may also invest in

common and preferred shares of U.S.

companies, preferred shares of

companies located outside North

America and American Depositary

Receipts (ADRs) and Global Depositary

Receipts (GDRs). The portfolio manager

conducts a macroeconomic analysis to

determine which geographic regions and

sectors of the economy will produce

good returns. The portfolio manager




To meet its objective, NBI International


invests in a geographically diversified

portfolio consisting primarily of common

shares of medium and large

capitalization companies located outside

of North America. The Fund may also

invest in common and preferred shares of

U.S. companies, preferred shares of

companies located outside North

America and American Depositary

Receipts (ADRs) and Global Depositary

Receipts (GDRs). The portfolio manager

conducts a macroeconomic analysis to

determine which geographic regions and

sectors of the economy will produce

good returns. The portfolio manager





101

Fund NBI Currency-Hedged International


Portfolio

NBI International High Conviction













Fund in securities of underlying funds








to manage risks. The Fund engages in

currency management strategies to hedge

against the risk of currency fluctuations

between the Canadian dollar and the

various foreign currencies. The Fund






and the possibility of taxable income or












Fund in securities of underlying funds















The investment objectives and strategies of the Terminating Fund and the Continuing Fund are identical

but for the fact that the Terminating Fund seeks to minimize exposure to fluctuations in the value of foreign

currencies against the Canadian dollar. The Manager proposes to merge Terminating Fund investors into H

Series or FH Series securities of the Continuing Fund which will be similarly hedged to minimize exposure

to fluctuations in the value of foreign currencies against the Canadian dollar and, as a result, the Manager

believes that a reasonable person would consider the investment objectives of these Funds to be

substantially similar. H Series and FH Series, which will be New Series, will include prospectus disclosure

that the prior consent of securityholders of H Series and FH Series will be sought before the Manager

changes the hedging of such series.



102








Management Fee per

Annum


Annum(1)

MER(2)

Series Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing

Fund

Terminating

Fund

Continuing Fund

Advisor

Series

1.70% 1.55%

(H)3

0.15% 0.15%

(H)3

2.09% N/A3

Series F 0.55% 0.55%

(FH)3

0.15% 0.15%

(FH)3

0.77% N/A3

PW

Series

0.31% 0.31%

(PWH)3

0.15% 0.15%

(PWH)3

0.66% N/A3

PWO

Series

N/A N/A

(PWOH)3 0.15% 0.15%

(PWOH)3

0.31% N/A3








(3) This series will be created to facilitate the Mergers. As this series will be newly created, it does not yet have a MER.



of their securities of the Terminating Fund. In addition, securityholders of the Terminating Fund will

receive securities of the Continuing Fund that have an administration fee that is the same as the

administration fee that is charged in respect of their securities of the Terminating Fund. It is the Manager’s

opinion that a reasonable person would consider the fee structures of the Terminating Fund and the

Continuing Fund to be substantially similar.

AMENDMENT TO THE BY-LAWS OF THE TERMINATING CORPORATE FUNDS

At the Meeting, shareholders of each Terminating Corporate Fund will be asked to consider and, if deemed

advisable, confirm an amendment passed by the board of directors of the Terminating Corporate Fund (the

“By-Law Amendment”) to the by-laws of the Terminating Corporate Fund (the “By-Laws”). The By-

103

Law Amendment permits the Terminating Corporate Funds to offer shareholders the option to receive

certain notices or documents by electronic means in order to reduce printing and postage costs.

Pursuant to exemptive relief granted by the Autorité des marchés financiers on September 8, 2016 (the

“Notice-and-Access Relief”), all investment funds managed by the Manager, including the Terminating

Corporate Funds, have been permitted to provide shareholders with a notice-and-access document and

follow the notice-and-access procedures (“Notice and Access”) in a manner analogous to the “notice-and-

access” procedures set forth in National Instrument 54-101 – Communications with Beneficial Owners of

Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51-102 – Continuous Disclosure

Obligations (“NI 51-102”). Notice and Access allows reporting issuers to post Meeting Materials (as

defined below) on a website instead of having to mail materials to registered securityholders and to

beneficial securityholders.

Notice and Access may be used to provide access to the notice of meeting, information circular, and such

other materials as may be permitted under securities laws (collectively the “Meeting Materials”) by

posting such materials on System for Electronic Document Analysis and Retrieval (“SEDAR”) and on a

non-SEDAR website (such as the Manager’s website), and concurrently posting and sending to

securityholders a Notice and Access document together with a form of proxy (for registered

securityholders), or applicable voting instruction form (for beneficial securityholders) (the “Notice

Package”), rather than delivering such materials by mail. Notice and Access is available for all meetings,

including special meetings. Shareholders of the Terminating Corporate Funds will still be entitled to request

delivery of paper copies of the Meeting Materials at no expense. The Terminating Corporate Funds have

used Notice and Access for the purposes of providing the Meeting Materials to shareholders for the

Meeting.

The Manager anticipates that Notice and Access will substantially reduce both postage and material costs

and also will promote environmental responsibility by decreasing the large volume of paper documents

generated by printing Meeting Materials. While the boards of directors of the Terminating Corporate Funds

have already approved the By-Law Amendment, under applicable corporate law the Terminating Corporate

Funds must seek shareholder approval of the By-Law Amendment at the next meeting of shareholders. At

the Meeting, the shareholders of the Terminating Corporate Funds will be asked to consider and, if deemed

advisable, to confirm, by ordinary resolution, the adoption of the By-Law Amendment, as set out in

Schedule B to this Information Circular.

BUSINESS OF THE ANNUAL MEETING FOR THE TERMINATING CORPORATE FUNDS

Audited Financial Statements and Independent Auditors’ Report

The audited financial statements of each of the Terminating Corporate Funds and the respective

independent auditors’ reports for the fiscal year ended December 31, 2016 will be sent to shareholders not

later than April 19, 2017 in accordance with Section 159(1) of the CBCA.

Election of Directors

Pursuant to the articles of each of the Terminating Corporate Funds, the Board of Directors (each, a

“Board”) of each Terminating Corporate Fund consists of a minimum of three members and a maximum

of ten members. The number of directors within such range is determined from time to time by the Board

of each Terminating Corporate Fund. The number of directors to be elected at the Meeting in respect of

each Terminating Corporate Funds is five.

Mr. Joe Nakhle, a director of each Terminating Corporate Fund since September 2, 2015, tendered his

resignation to the respective Boards on August 9, 2016. Each of the Boards filled the vacancy left by the

104

departure of Mr. Nakhle by appointing Mr. Patrick Loranger on August 9, 2016. Mr. Loranger is soliciting

his first election as director of each of the Terminating Corporate Funds.

Unless the form of proxy specifies that the rights relating to the securities it represents should be withheld

from voting in respect of the election of directors or unless someone other than the persons named in the

form of proxy is appointed as proxyholder, the proxyholders designated in the form of proxy intend to vote

FOR the election of the director nominees whose names are set forth below. All the director nominees are

current members of the Board and have been since the date indicated.

Each director elected at the Meeting will hold office until the next annual meeting of securityholders of

each Terminating Corporate Fund, or until his or her respective successor is duly elected or appointed in

accordance with applicable laws and the by-laws of each Terminating Corporate Fund.

National Bank Dividend Income Fund Inc.

The following table lists information about the director nominees for National Bank Dividend Income Fund

Inc.

Director Nominee Position Principal Occupation For the

Past Five Years

Director

since

Securities held1

as at March 13,

2017

Richard Cooper

Quebec,

Canada

Director and

Chairman of the

Board

(Independent)

Consultant to financial companies

in mergers and acquisitions

June

2004

-

The Giang Diep

Quebec,

Canada

Director and

Chief Financial

Officer

Senior Manager, Fund

Administration, National Bank of

Canada. Previously, Manager of

Review, Support and Taxation

Unit, National Bank of Canada

January

2015

-

David M. McEntyre

Quebec,

Canada

Director

(Independent)

Retired. Previously, Director,

Windermere Capital Fund SPC

February

2016

-

Patrick Loranger

Quebec,

Canada

Director Senior Advisor, Investment

Solutions, National Bank of

Canada. Previously, AVP,

Investment and Mutual Funds,

Laurentian Bank; Manager, Retail

Investment Products, Standard

Life; Senior Consultant, Mutual

Fund, Standard Life

August

2016

-

Tina Tremblay-

Girard

Quebec,

Canada

Director and

President and

Chief Executive

Officer

Senior Manager, Administration

and Business Initiatives, National

Bank of Canada and Vice-

President, Administration and

Strategy for the Manager.

Previously, Senior Advisor,

National Bank of Canada and

Assistant Chief Financial Officer

for the Manager

June

2015

124

1 Securities of National Bank Dividend Income Fund Inc. beneficially owned or controlled

To the knowledge of National Bank Dividend Income Fund Inc., no director nominee for election to the

Board is, at the date of this Information Circular, or has been, within 10 years before the date of the

Information Circular, a director, chief executive officer or chief financial officer of any company, including

105

National Bank Dividend Income Fund Inc., that was subject to an order that was issued while the director

nominee was acting in the capacity as director, chief executive officer or chief financial officer, or was

subject to an order that was issued after the director nominee ceased to be a director, chief executive officer

or chief financial officer and which resulted from an event that occurred while that person was acting in the

capacity as director, chief executive officer or chief financial officer.

To the knowledge of National Bank Dividend Income Fund Inc., no director nominee for election to the

Board is, at the date of the Information Circular, or has been within 10 years before the date of the Circular,

a director or executive officer of any company, including National Bank Dividend Income Fund Inc., that,

while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity,

became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject

to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver

manager or trustee appointed to hold its assets.

In addition, to the knowledge of National Bank Dividend Income Fund Inc., no director nominee for

election to the Board has, within the 10 years before the date of the Information Circular, become bankrupt,

made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or

instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager

or trustee appointed to hold its assets.

Furthermore, to the knowledge of National Bank Dividend Income Fund Inc., no director nominee for

election to the Board has been subject to any penalties or sanctions imposed by a court relating to securities

legislation or by a securities regulatory authority, or has entered into a settlement agreement with a

securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court

or regulatory body that would likely be considered important to a reasonable securityholder in deciding

whether to vote for a director nominee.

The following table lists the directors and executive officers of National Bank Dividend Income Fund Inc.

including the province in which they live and their positions with the corporation.

Name and Province of Residence Position with the Corporation

Philip Boudreau

Québec

Assistant Corporate Secretary

Martin-Pierre Boulianne

Québec

Corporate Secretary

Richard Cooper

Québec

Director and Chairman of the Board

The Giang Diep

Québec

Chief Financial Officer and Director

David M. McEntyre

Québec

Director

Caroline Moreau

Québec


Patrick Loranger Québec

Director

Tina Tremblay-Girard Québec

President and Chief Executive Officer and Director

106


The following table lists information about the director nominees for National Bank AltaFund Investment

Corp.

Director Nominee Position Principal Occupation for the

Past Five Years

Director

since

Securities held1

as at March 13,

2017

The Giang Diep

Quebec,

Canada

Director and

Chief Financial

Officer

Senior Manager, Fund

Administration, National Bank of

Canada. Previously, Manager of

Review, Support and Taxation

Unit, National Bank of Canada

January

2015

-

William Lyle

Hodgson

Alberta,

Canada

Director

(Independent)

President and Business

Development Consultant, Kairos

Coaching Ltd, consulting to

Murphy Oil Company Ltd.

January

2013

986

Patrick Loranger

Quebec,

Canada

Director Senior Advisor, Investment

Solutions, National Bank of

Canada. Previously, AVP,

Investment and Mutual Funds,

Laurentian Bank; Manager, Retail

Investment Products, Standard

Life; Senior Consultant, Mutual

Fund, Standard Life

August

2016

-

Tina Tremblay-

Girard

Quebec,

Canada

Director and

President and

Chief Executive

Officer

Senior Manager, Administration

and Business Initiatives, National

Bank of Canada and Vice-

President, Administration and

Strategy of the Manager.

Previously, Senior Advisor,

National Bank of Canada and

Assistant Chief Financial Officer

of the Manager

June

2015

87

Mark Wayne

Alberta,

Canada

Director

(Independent)

Vice-President, IA Securities Inc.

(formerly MBI Securities), an

investment dealer

July,

1986

47,793

1 Securities of National Bank AltaFund Investment Corp. beneficially owned or controlled

To the knowledge of National Bank AltaFund Investment Corp., no director nominee for election to the

Board is, at the date of this Information Circular, or has been, within 10 years before the date of the

Information Circular, a director, chief executive officer or chief financial officer of any company, including

National Bank AltaFund Investment Corp., that was subject to an order that was issued while the director

nominee was acting in the capacity as director, chief executive officer or chief financial officer, or was

subject to an order that was issued after the director nominee ceased to be a director, chief executive officer

or chief financial officer and which resulted from an event that occurred while that person was acting in the

capacity as director, chief executive officer or chief financial officer.

To the knowledge of National Bank AltaFund Investment Corp., except as noted below, no director

nominee for election to the Board is, at the date of the Information Circular, or has been within 10 years

before the date of the Information Circular, a director or executive officer of any company, including

National Bank AltaFund Investment Corp., that, while that person was acting in that capacity, or within a

year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation

107

relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or

compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Until June 26, 2008, Mr. Wayne was a director of Railpower Technologies Corp. On February 4, 2009, this

corporation filed for protection from its creditors. On May 29, 2009, it sold the majority of its assets to R.J.

Corman Railroad Group, LLC.

In addition, to the knowledge of National Bank AltaFund Investment Corp., no director nominee for

election to the Board has, within the 10 years before the date of the Information Circular, become bankrupt,

made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or

instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager

or trustee appointed to hold its assets.

Furthermore, to the knowledge of National Bank AltaFund Investment Corp., no director nominee for

election to the Board has been subject to any penalties or sanctions imposed by a court relating to securities

legislation or by a securities regulatory authority, or has entered into a settlement agreement with a

securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court

or regulatory body that would likely be considered important to a reasonable securityholder in deciding

whether to vote for a director nominee.

The following table lists the directors and executive officers of National Bank AltaFund Investment Corp.

including the province in which they live and their positions with the corporation.

Name and Province of Residence Position with the Corporation

Philip Boudreau

Québec



Québec

Corporate Secretary

The Giang Diep

Québec

Chief Financial Officer and Director

Mark Wayne

Alberta

Director

Caroline Moreau

Québec


Patrick Loranger Québec

Director


President and Chief Executive Officer and President of the Board and

Director

William Lyle Hodgson

Alberta

Director

Appointment of Independent Auditors

At the Meeting, securityholders of each Terminating Corporate Fund will be asked to re-appoint Raymond

Chabot Grant Thornton LLP as independent auditors of the respective Terminating Corporate Fund for the

fiscal year starting January 1, 2017 and ending December 31, 2017 (or such earlier date if the proposal to

Merge the Terminating Corporate Fund is approved).

Raymond Chabot Grant Thornton LLP have served as independent auditors of each of the Terminating

Corporate Funds since May 27, 2011.

108

The resolution regarding the appointment of the independent auditors must be adopted by a majority of the

votes cast by the securityholders present or represented by proxy and entitled to vote at the Meeting.

Unless the form of proxy specifies that the securities it represents should be withheld from voting on the

appointment of the independent auditors or unless someone other than the persons named in the form of

proxy is appointed as proxyholder, the designated proxyholders in the accompanying form of proxy intend

to vote FOR the re-appointment of Raymond Chabot Grant Thornton LLP as independent auditors of each

Terminating Corporate Fund.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

OF THE TERMINATING CORPORATE FUNDS

Directors

Until August 9, 2016, an annual retainer of $5,000 and a meeting fee of $500 were payable to each of the

directors of each Terminating Corporate Fund (each an “Independent Director”), except for those

directors whose principal occupation is acting as management for the respective Terminating Corporate

Fund or as an employee of the National Bank Financial Group. On August 9, 2016, the Board of each

Terminating Corporate Fund amended the compensation payable to each Independent Director by

abolishing the meeting fee and adopting an annual retainer of $7,000 per year, payable to each Independent

Director.

The compensation paid to the Independent Directors of National Bank Dividend Income Fund Inc. for the

financial year ended on December 31, 2016 is detailed in the table below.

Director Annual Retainer Meeting Fees1 Attendance to

Meetings

Total

Compensation

Richard Cooper $6,000 $1,000 3/3 $7,000

David M. McEntyre $6,000 $1,000 3/3 $7,000 1 The Board held two meetings during the fiscal year ended on December 31, 2016. Following the amendment of the

compensation, no meeting fee was paid for the meeting held on August 9, 2016.

The compensation paid to the Independent Directors of National Bank AltaFund Investment Corp. for the

financial year ended on December 31, 2016 is detailed in the table below.

Director Annual Retainer Meeting Fees1 Attendance to

Meetings

Total

Compensation

William Lyle Hodgson $6,000 $1,000 3/3 $7,000

Mark Wayne $6,000 $1,000 3/3 $7,000 1 The Board held two meetings during the fiscal year ended on December 31, 2016. Following the amendment of the

compensation, no meeting fee was paid for the meeting held on August 9, 2016.

Executive Officers

Each of the Terminating Corporate Funds had two executive officers during the year ended December 31,

2016, namely, Tina Tremblay-Girard, President and Chief Executive Officer, and The Giang Diep, Chief

Financial Officer. Neither of these executive officers received any compensation from either of the

Terminating Corporate Funds for services rendered during the fiscal year ended December 31, 2016.

109

Plans

Neither of the Terminating Corporate Funds currently have any other compensation plans (including in

respect of a termination of employment or a change in responsibilities following a change of control) or

any stock option plans for its executive officers or its directors.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

OF THE TERMINATING CORPORATE FUNDS

No director or executive officer or any of their associates or affiliates is or has been indebted to either of

the Terminating Corporate Funds at any time during the fiscal year ended December 31, 2016, or as at the

date of this Information Circular.

MANAGEMENT OF THE FUNDS

Management of the Funds’ day to day affairs is the responsibility of the Manager pursuant to an amended

and restated master management agreement between the Manager and each of Natcan Trust Company as

trustee of each of the Trust Funds other than the Private Portfolios, National Bank Trust Inc. as trustee of

each of the Private Portfolios and the Terminating Corporate Funds. The Funds pay fees to the Manager for

the services provided to the Funds.

The head office of the Manager is located at 1100 Robert-Bourassa Boulevard, 10th Floor, Montréal,

Quebec, H3B 2G7.

The financial year end of the Funds is December 31. The auditor of NBI Asset Allocation Fund, NBI U.S.

High Conviction Equity Private Portfolio and NBI International High Conviction Equity Private Portfolio

is Deloitte LLP and the auditor of the other Funds is Raymond Chabot Grant Thornton LLP.

The aggregate management fees (exclusive of GST and HST) paid to the Manager during the period from

the beginning of the most recently completed financial year of the Funds to March 13, 2017 (i.e. the period

from January 1, 2016 to March 13, 2017) by each Fund in respect of all of series of securities were as

follows:

Name of Fund

Management Fees

Paid During the

Financial Year

Ended

December 31,

2016

Management Fees

Paid During the

Period

January 1, 2017 to

March 13, 2017

NBI Long Term Bond Fund $ 1,293,440.58 $ 237,342.04

NBI U.S. $ Global Tactical Bond Fund $ 169,040.95 $ 31,920.03

NBI Monthly Secure Income Fund $ 453,877.40 $ 78,752.22

NBI Monthly Conservative Income Fund $ 1,341,309.22 $ 243,033.48

NBI Monthly Moderate Income Fund $ 1,199,806.62 $ 217,405.44

NBI Monthly Balanced Income Fund $ 2, 420,111.27 $ 454,002.15

NBI Monthly Growth Income Fund $ 205,199.19 $ 39,382.06

NBI Monthly Equity Income Fund $ 91,434.67 $ 18,286.63

National Bank Dividend Income Fund Inc. $ 1,126,808.78 $ 231,673.52

NBI Asset Allocation Fund $ 782,645.23 $ 155,986.62

NBI High Dividend Fund $ 2,797,271.81 $ 375,432.36

National Bank AltaFund Investment Corp. $ 676,090.28 $ 139,277.40

NBI Westwood Global Dividend Fund $ 642,484.86 $ 121,272.98

110

Name of Fund

Management Fees

Paid During the

Financial Year

Ended

December 31,

2016

Management Fees

Paid During the

Period

January 1, 2017 to

March 13, 2017

NBI Westwood Global Equity Fund $ 50,318.46 $ 10,132.78

NBI European Equity Fund $ 685,509.92 $ 125,050.68

NBI Asia Pacific Fund $ 771,477.88 $ 153,574.97

NBI Japanese Equity Fund $ 183,462.35 $ 31,447.62

NBI Global Small Cap Fund $ 467,975.51 $ 87,489.12

NBI Science and Technology Fund $ 1,088,555.39 $ 234,173.28

NBI Health Sciences Fund $ 793,547.94 $ 146,266.46

NBI Energy Fund $ 336,387.12 $ 68,360.99

NBI Precious Metals Fund $ 874,225.53 $ 169,360.95

NBI U.S. Growth & Income Private Portfolio $ 185,130.65 $ 39,526.36

NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio $ 4,199.11 $ 2,177.46

NBI Currency-Hedged International High Conviction Equity Private

Portfolio

$ 5,002.42 $ 4,526.93

The following table lists the directors and executive officers of the Manager including the province in which

they live and their positions with the Manager.

Name and Province of

Residence

Position with the Manager

Geneviève Beauchamp Québec

Chief Compliance Officer

Philip Boudreau

Québec



Québec

Corporate Secretary

Marie Brault Québec

Vice-President, Legal Services

Bianca Dupuis

Québec

Officer responsible for approval of publicity and Director

Jonathan Durocher Québec

President, Chief Executive Officer, Chairman of the Board and Director

Diane Giard

Québec

Executive Vice-President and Chief of Distribution

Joe Nakhle Québec

General Manager, Investment Solutions and Director

Nancy Paquet

Québec

Officer responsible for financial planning and Director

Sébastien René Québec

Chief Financial Officer

Annamaria Testani Québec

Vice-President, National Sales


Vice-President, Administration and Strategy, and Director

111

None of the directors and executive officers of the Manager have been indebted to or have had any

transaction or arrangement with any of the Terminating Funds during the fiscal year ended December 31,

2016.

In addition to the directors and executive officers of the Manager and the Terminating Funds, as of March

13, 2017, NBI Science and Technology Fund is considered an insider of NBI Health Sciences Fund because

it owned more than 10% of the securities of NBI Health Sciences Fund, NBI U.S. Bond Private Portfolio

is considered an insider of NBI U.S. $ Global Tactical Bond Fund because it owned more than 10% of the

securities of NBI U.S. $ Global Tactical Bond Fund, 9254-6969 Quebec Inc., 9254-7421 Quebec Inc., 9254-

7470 Quebec Inc. and 9256-1000 Quebec Inc. are considered insiders of NBI Currency-Hedged U.S. High

Conviction Equity Private Portfolio because they each owned more than 10% of the securities of NBI

Currency-Hedged U.S. High Conviction Equity Private Portfolio, National Bank Financial Inc. and

National Bank Financial Ltd. are considered insiders of NBI U.S. Growth & Income Private Portfolio

because they each owned more than 10% of the securities of NBI U.S. Growth & Income Private Portfolio,

National Bank Financial Inc. and NBI Monthly Balanced Income Fund are considered insiders of NBI

Westwood Global Dividend Fund because they each owned more than 10% of the securities of NBI

Westwood Global Dividend Fund, and NBI Asset Allocation Fund and the National Bank of Canada are

considered insiders of NBI Westwood Global Equity Fund because they each owned more than 10% of the

securities of NBI Westwood Global Equity Fund. In making these determinations, the Manager has not

included securities held in the Advisor Series and F Series of NBI Long Term Bond Fund and NBI Asset

Allocation Fund, Advisor Series of National Bank AltaFund Investment Corp., F5 Series and T5 Series of

NBI Westwood Global Dividend Fund and Investor Series and R Series of NBI U.S. $ Global Tactical

Bond Fund (collectively, the “Terminating Series”) which will be terminating on or about May 11, 2017.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers and/or employees of the Manager. You have

the right to appoint some other person (who need not be an investor of a Terminating Fund) to attend or act

on your behalf at the Meeting by striking out the printed names and inserting the name of such other person

in the blank space provided in the form of proxy, or by completing another proxy in the proper form. To

be valid, proxies must be mailed, or deposited with, Computershare Investor Services Inc., 8th Floor, 100

University Avenue, Toronto, Ontario M5J 2Y1 or be faxed to 1-866-249-7775 / 416-263-9524 in each case

so as to arrive no later than two business days before the start of the Meeting (i.e. by 5:00 p.m. on Monday,

May 8, 2017) or any adjourned, postponed or continued Meeting.

If you give a proxy, you may revoke it in relation to any matter, provided a vote has not already been taken

on that matter. You can revoke your proxy by:

completing and signing a proxy bearing a later date and depositing it as described above;

depositing a written revocation executed by you, or by your attorney who you have authorized in

writing to act on your behalf, at the above address at any time up to and including the last business

day preceding the day of the Meeting, or any postponement(s), adjournment(s) or continuance(s),

at which the proxy is to be used, or with the chair of the Meeting prior to the beginning of the

Meeting on the day of the Meeting or any postponements(s), adjournment(s) or continuance(s); or

any other manner permitted by law.

112

EXERCISE OF DISCRETION BY PROXIES

The management representatives designated in the enclosed form of proxy will vote the securities for which

they are appointed proxy in accordance with your instructions as indicated on the form of proxy. In the

absence of such direction, such securities will be voted by the management representatives IN

FAVOUR of the resolutions set out in Schedule “A” to this Information Circular.

The enclosed form of proxy confers discretionary authority on the designated management representatives

relating to amendments to or variations of matters identified in the Notice attached to this Information

Circular and relating to other matters that may properly come before the Meeting. At the date of this

Information Circular, the Manager does not know of any such amendments, variations or other matters.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Each of the Terminating Corporate Funds has one class of shares that is divided into series, the number of

shares of each series being unlimited in number. Each of the Terminating Trust Funds is organized as a

trust and each Terminating Trust Fund is divided into series with an unlimited number of units.

As at the close of business on March 13, 2017, or in the case of NBI High Dividend Fund as at the close of

business on March 24, 2017, the Terminating Funds had the following number of issued and outstanding

securities for each series identified below:

113

Fund

Number of Securities Issued and Outstanding

Investor

Series

Advisor

Series

F R FT F5 T T5 O

NBI Long Term Bond Fund

5,058,281.2149

NBI U.S. $ Global Tactical Bond

Fund

199,164.6531 1,033,128.2724 277,198.2959 1,284,060.4874

NBI Monthly Secure Income Fund 2,300,568.6062 669,929.5446

NBI Monthly Conservative Income

Fund 6,528,695.5357 2,006,985.2305

NBI Monthly Moderate Income Fund 4,754,372.6597 1,509,115.3033

NBI Monthly Balanced Income Fund 9,651,502.7173 684,878.6462 76,965.0967 1,541,133.8903

NBI Monthly Growth Income Fund 626,625.7579 205,043.4610

NBI Monthly Equity Income Fund 246,737.6970 140,333.4354

National Bank Dividend Income Fund

Inc. 15,947,973.7708

NBI Asset Allocation Fund 3,948,217.6698

NBI High Dividend Fund 324,115.85 2,894,485.92 380,940.87 154.71

National Bank AltaFund Investment

Corp. 698,899.2391

114

Fund

Number of Securities Issued and Outstanding

Investor

Series

Advisor

Series

F R FT F5 T T5 O

NBI Westwood Global Dividend

Fund 4,132.5645 1,133,091.7163 1,245,345.7739 2,219,029.7536

NBI Westwood Global Equity Fund 6,422.9018 86,190.0984 175,163.5865 604,854.4463

NBI European Equity Fund 1,150,222.7785 56,682.3025 132,968.3447

NBI Asia Pacific Fund 1,422,852.9822 16,816.4740 23,662.6110

NBI Japanese Equity Fund 961,890.6023 62,539.9358

NBI Global Small Cap Fund 1,511,304.9994 19,704.5360 9,522.5100

NBI Science and Technology Fund 2,929,562.2829 36,602.1552

NBI Health Sciences Fund 943,724.9100 37,911.6466

NBI Energy Fund 713,339.5202 109,434.0690

NBI Precious Metals Fund 2,482,268.7285 250,882.2695

NBI U.S. Growth & Income Private

Portfolio 471,880.5313 1,550,624.7747 154,023.2038 11,081.7731

NBI Currency-Hedged U.S. High

Conviction Equity Private Portfolio 44,087.9308 217,830.8421

NBI Currency-Hedged International


Portfolio 9,081.7916 1,225,313.9167

115

Securityholders of the Terminating Funds are entitled to one vote for each whole security held and no votes

for fractions of a security.

The Manager, on behalf of Natcan Trust Company as trustee of each of the Terminating Trust Funds other

than the Private Portfolios and on behalf of National Bank Trust Inc. as trustee for the Private Portfolios,

and the Boards of Directors of the Terminating Corporate Funds have fixed March 24, 2017 to be the date

for determining which investors of the Funds are entitled to receive notice of the Meeting and to vote.

The quorum requirement for each of the Terminating Funds is set out above under the heading “Required

Securityholder Approval”.

To the knowledge of the directors and executive officers of the Manager, as of the close of business on

March 13, 2017, or in the case of NBI High Dividend Fund as of the close of business on March 24, 2017,

no person or company beneficially owns, directly or indirectly, or exercises control or direction over, more

than 10% of the voting rights attached to the securities of any series of a Terminating Fund entitled to be

voted at the Meeting except as follows1:

Investor Name Fund Series Type of

ownership

Number of

securities

% of series

of Issued

and

Outstanding

securities

NBI U.S. Bond Private

Portfolio

NBI U.S. $ Global

Tactical Bond Fund O

Corporation

1,283,924.33 99.99%

NBI Asset Allocation

Fund

NBI Westwood Global

Equity Fund O

Corporation

604,747.70 99.98%

National Bank of Canada

NBI Westwood Global

Equity Fund F

Corporation

159,171.85 90.87%

National Bank Financial

Inc.

NBI Westwood Global

Dividend Fund F

Corporation

613,640.09 49.27%

John Speer

NBI Global Small Cap

Fund F

Individual

4,260.00 44.74%

Jonathan Gravel

NBI Westwood Global

Equity Fund Investor

Individual

2,618.02 40.76%

Daniel Molina

NBI U.S. $ Global

Tactical Bond Fund T

Individual

108,502.79 39.14%

Andylan Inc.

NBI U.S. $ Global

Tactical Bond Fund F

Corporation

76,792.10 38.56%

National Bank

Investments Inc.

NBI Monthly Equity

Income Fund R

Corporation

53,374.40 38.03%


Inc.

NBI U.S. Growth &

Income Private Portfolio F

Corporation

581,059.97 37.47%

Bryan Shone

NBI Science and

Technology Fund Advisor

Individual

10,956.32 29.93%

Peter Spelliscy NBI Asia Pacific Fund F

Individual

6,653.61 28.12%

1 The Terminating Series have been excluded from this table.

116


ownership

Number of

securities

% of series

of Issued

and

Outstanding

securities

Robert-Hugo Gendron,

M.D. Inc.

NBI Currency-Hedged

U.S. High Conviction


Advisor

Corporation

11,764.42 26.68%

Jean-Guy Touchette

NBI U.S. Growth &

Income Private Portfolio T5

Individual

2,726.10 24.60%

NBI Monthly Balanced

Income Fund

NBI Westwood Global

Dividend Fund O

Corporation

524,967.41 23.66%

Man Hi Liang

NBI Monthly Growth

Income Fund R

Individual

47,608.39 23.22%

Diane Labrecque


Fund F

Individual

2,030.58 21.32%

Groupe Rahma-BB Inc.

NBI U.S. $ Global


Corporation

40,518.15 20.34%

NBI Science and

Technology Fund

NBI Health Sciences

Fund Investor

Corporation

191,692.68 20.33%

Dale Henley

NBI Currency-Hedged

International High

Conviction Equity

Private Portfolio

Advisor

Individual

1,838.24 20.24%

Khean Tang

NBI Westwood Global


Individual

1,289.13 20.07%

John Comper NBI Asia Pacific Fund Advisor

Individual

3,300.37 19.63%

Jens Ole Hansen

NBI European Equity

Fund Advisor

Individual

10,716.85 18.91%


Ltd.

NBI U.S. Growth &

Income Private Portfolio F

Corporation

280,327.60 18.08%

John Baltus


Fund F

Individual

1,681.39 17.66%

Daniel Mark McAreavey

NBI U.S. $ Global


Individual

34,309.56 17.23%

9254-6969 Quebec Inc.

NBI Currency-Hedged



F

Corporation

35,545.74 16.32%


NBI Currency-Hedged



F

Corporation

35,545.74 16.32%


NBI Currency-Hedged



F

Corporation

35,545.74 16.32%


NBI Currency-Hedged



F

Corporation

35,545.74 16.32%

Joanne Tolsma

NBI Currency-Hedged

International High

Conviction Equity

Private Portfolio

Advisor

Individual

1,440.59 15.86%

117


ownership

Number of

securities

% of series

of Issued

and

Outstanding

securities

Barbara Tetreault

NBI Currency-Hedged

International High

Conviction Equity

Private Portfolio

Advisor

Individual

1,425.86 15.70%

Line Laramee Essiambre

NBI Currency-Hedged



Advisor

Individual

6,889.76 15.63%

Derryl Lubell NBI Asia Pacific Fund F

Individual

3,668.38 15.50%

Vallance Investments Inc. NBI Asia Pacific Fund F

Corporation

3,521.64 14.88%

Mario Dolfato

NBI U.S. Growth &


Individual

1,629.33 14.70%

Sylvain Tetreault

NBI Currency-Hedged

International High

Conviction Equity

Private Portfolio

Advisor

Individual

1,330.80 14.65%

Imad Saba

NBI Westwood Global

Dividend Fund Investor

Individual

595.40 14.41%

1840281 Ontario Ltd.

NBI U.S. Growth &

Income Private Portfolio F5

Corporation

21,136.31 13.72%

William Galloway


Income Fund F

Individual

10,022.67 13.02%

Monique Norval

NBI U.S. $ Global


Individual

25,271.00 12.69%

Charlotte Sauvageau

NBI Japanese Equity

Fund Advisor

Individual

7,224.54 12.58%

Richard Pirio NBI Energy Fund Advisor

Individual

13,378.98 12.23%

Loic Tasse

NBI Westwood Global


Individual

739.28 11.51%

Sylvain Lacasse

NBI Westwood Global


Individual

455.87 11.03%

Lynn Fee

NBI Currency-Hedged

International High

Conviction Equity

Private Portfolio

Advisor

Individual

989.61 10.90%

Gabriel Tourigny

NBI Westwood Global


Individual

449.92 10.89%

Michel Duval

NBI U.S. Growth &


Individual

1,173.39 10.59%

Sharon Kirk


Income Fund F

Individual

8,121.14 10.55%

NBI Monthly Moderate

Income Fund

NBI Westwood Global

Dividend Fund O

Corporation

228,254.99 10.29%

National Bank

Investments Inc. NBI High Dividend Fund O

Corporation 154.71 100.00%

118


ownership

Number of

securities

% of series

of Issued

and

Outstanding

securities

Gestion L'Écureuil Inc. NBI High Dividend Fund Investor

Corporation 220,831.29 68.13%

1334857 Ontario Ltd. NBI High Dividend Fund F

Corporation 107,798.98 28.30%

As of the close of business on March 13, 2017, or in the case of NBI High Dividend Fund as of the close

of business on March 24, 2017, the Manager owned the following issued and outstanding securities of the

Funds that are entitled to vote at the Meeting1:

Fund Series

Number

Held

Percentage of the

Series

Percentage of the

Fund

NBI Monthly Equity Income Fund R 53,374.40 38.03% 13.79%

NBI U.S. $ Global Tactical Bond Fund F 102.69 0.05% 0.00%

NBI U.S. $ Global Tactical Bond Fund O 136.16 0.01% 0.00%

NBI Global Small Cap Fund F 100.00 1.05% 0.01%

NBI Westwood Global Equity Fund F 159,171.85 90.87% 18.24%

NBI Westwood Global Equity Fund O 106.75 0.02% 0.01%

NBI Westwood Global Dividend Fund O 108.74 0.00% 0.00%



Advisor 104.69 1.15% 0.01%



Advisor 100.00 0.23% 0.04%

NBI High Dividend Fund O 154.71 100.00% 0.00%

Any securities of any Terminating Fund that are held by the Manager will be used for quorum purposes.

These securities will only be voted by the Manager to the extent that no other securityholder of the

applicable Terminating Fund exercises its right to vote on a resolution. Securities of any Terminating

Fund that are held by other mutual funds managed by the Manager will not be voted at the Meeting.

As of the close of business on March 13, 2017, the directors and officers of the Manager owned less than

1% of any series of any Terminating Fund. None of these individuals received any form of compensation

from the Terminating Funds and none of them was indebted to or had any transaction or arrangement with

the Terminating Funds during the most recently completed financial year of the Terminating Funds.

1 The Terminating Series have been excluded from this table.

119

GENERAL

The contents of this Information Circular and the sending of it to securityholders of the Terminating Funds

have been approved by the Board of Directors of the Manager, as manager of the Terminating Funds and

on behalf of Natcan Trust Company as trustee of each Terminating Trust Fund other than the Private

Portfolios and on behalf of National Bank Trust Inc. as trustee for the Private Portfolios, and by the Boards

of Directors of the Terminating Corporate Funds.

By Order of the Board of Directors of

National Bank Investments Inc., as manager of the

Funds and on behalf of Natcan Trust Company as trustee

of each Terminating Trust Fund other than the Private

Portfolios and on behalf of National Bank Trust Inc. as

trustee for the Private Portfolios

(Signed) “Jonathan Durocher”

Name: Jonathan Durocher

Title: President and Chief Executive Officer

By Order of the Board of Directors of National Bank

AltaFund Investment Corp.

(Signed) “Tina Tremblay”

Name: Tina Tremblay


By Order of the Board of Directors of National Bank

Dividend Income Fund Inc.

(Signed) “Tina Tremblay”

Name: Tina Tremblay


March 27, 2017

SCHEDULE “A”

MERGER RESOLUTIONS

Resolution to merge National Bank Dividend Income Fund Inc. into NBI Dividend Fund and to

merge National Bank AltaFund Investment Corp. into NBI Canadian Equity Growth Fund

(for securityholders of National Bank Dividend Income Fund Inc. and National Bank AltaFund

Investment Corp.)

WHEREAS it is in the best interests of each Terminating Fund and each Continuing Fund and their

securityholders to merge the Terminating Fund into the Continuing Fund, as described in the management

information circular dated March 27, 2017 and to dissolve the Terminating Fund as hereinafter provided;

BE IT RESOLVED THAT:

1. the Merger of the Terminating Fund into the Continuing Fund, as described in the management

information circular dated March 27, 2017, including the investment of the Terminating Fund’s

portfolio assets in cash or in securities that meet the investment objectives of the Continuing Fund

immediately prior to the Merger, be and the same is hereby authorized and approved;

2. The Terminating Fund is hereby authorized to:

(a) sell the net assets of the Terminating Fund to the Continuing Fund in exchange for

securities of the applicable series of the Continuing Fund;

(b) distribute the securities of the Continuing Fund received by the Terminating Fund to

securityholders of the Terminating Fund in exchange for all of these securityholders’

existing securities of the Terminating Fund on a dollar-for-dollar and series-by-series basis;

(c) wind up the Terminating Fund as soon as reasonably possible following the Merger; and

(d) file articles of dissolution in the prescribed form with the Director of Corporations Canada

for the dissolution of the Terminating Fund pursuant to section 210(3) of the Canada

Business Corporations Act;

3. all amendments to any agreements to which the Corporation is a party that are required to give

effect to the matters approved in this resolution be and are hereby authorized and approved;

4. any one officer or director of National Bank Investments Inc., as manager (the “Manager”) of the

Terminating Fund and the Continuing Fund, and any one officer or director of the Terminating

Fund, be and is hereby authorized and directed, on behalf of the Terminating Fund and Continuing

Fund, to execute and deliver all such documents and do all such other acts and things as may be

necessary or desirable for the implementation of this resolution;

5. the Manager shall have the discretion to postpone implementing the Merger until a later date (which

shall be no later than August 31, 2017) if it considers such postponement to be advantageous to

either the Terminating Fund, the Continuing Fund or both, for tax or other reasons; and

6. the Manager be and is hereby authorized to revoke this resolution for any reason whatsoever in its

sole and absolute discretion, without further approval of the investors of the Terminating Fund, at

2

any time prior to the implementation of the changes described above if it is considered to be in the

best interests of the Terminating Fund or Continuing Fund and their securityholders not to proceed.

*

Resolution to merge each of the Terminating Trust Funds into its corresponding Continuing Trust

Fund (other than the High Conviction Mergers)

(for securityholders of each Terminating Trust Fund other than NBI Currency-Hedged U.S. High

Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity

Private Portfolio)

WHEREAS it is in the best interests of each Terminating Fund and its securityholders to merge the

Terminating Fund into the Continuing Fund, as described in the management information circular dated

March 27, 2017 and to wind up the Terminating Fund as hereinafter provided;






2. National Bank Investments Inc., as manager of the Terminating Fund (the “Manager”) and Natcan

Trust Company or National Bank Trust Inc., as applicable (the “Trustee”), as trustee of the

Terminating Fund be and is hereby authorized to:

(a) sell the net assets of the Terminating Fund to the Continuing Fund in exchange for

securities of the applicable series of the Continuing Fund;

(b) distribute the securities of the Continuing Fund received by the Terminating Fund to



(c) wind up the Terminating Fund as soon as reasonably possible following the Merger; and

(d) amend the declaration of trust of the Terminating Fund to the extent necessary to give effect

to the foregoing;

3. all amendments to any agreements to which the Terminating Fund is a party that are required to

give effect to the matters approved in this resolution be and are hereby authorized and approved;

4. any one officer or director of the Manager and any one officer or director of the Trustee be and is

hereby authorized and directed, on behalf of the Terminating Fund, to execute and deliver all such

documents and do all such other acts and things as may be necessary or desirable for the

implementation of this resolution;




3


sole and absolute discretion, without further approval of the investors of the Terminating Fund at


best interests of the Terminating Fund and its securityholders not to proceed.

*

Resolution to merge NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI

U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International High

Conviction Equity Private Portfolio into NBI International High Conviction Equity Private

Portfolio

(for securityholders of NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio and NBI

Currency-Hedged International High Conviction Equity Private Portfolio)

WHEREAS it is in the best interests of each Terminating Fund and its securityholders to merge the

Terminating Fund into the Continuing Fund, as described in the management information circular dated

March 27, 2017 and to wind up the Terminating Fund as hereinafter provided;






2. National Bank Investments Inc., as manager of the Terminating Fund (the “Manager”) and

National Bank Trust Inc. (the “Trustee”) as trustee of the Terminating Fund be and is hereby

authorized to:

(a) settle all currency forwards such that its sole investments will be the securities of the

Continuing Trust Fund and sufficient assets to satisfy its estimated liabilities, if any, as of

the effective date of the Merger;

(b) distribute a sufficient amount of the Terminating Fund’s net income and net realized capital

gains, if any, to securityholders to ensure that they will not be subject to tax for their current

tax year;

(c) distribute the securities of the Continuing Fund received by the Terminating Fund to



(d) wind up the Terminating Fund as soon as reasonably possible following the Merger; and

(e) amend the declaration of trust of the Terminating Fund to the extent necessary to give effect

to the foregoing;

3. all amendments to any agreements to which the Terminating Fund is a party that are required to

give effect to the matters approved in this resolution be and are hereby authorized and approved;

4

4. any one officer or director of the Manager and any one officer or director of the Trustee be and is

hereby authorized and directed, on behalf of the Terminating Fund, to execute and deliver all such

documents and do all such other acts and things as may be necessary or desirable for the

implementation of this resolution;





sole and absolute discretion, without further approval of the investors of the Terminating Fund at


best interests of the Terminating Fund and its securityholders not to proceed.

SCHEDULE “B”

RESOLUTIONS TO CONFIRM AMENDMENT TO BY-LAWS AND APPROVE BUSINESS

TRANSACTED AT THE ANNUAL MEETING OF THE TERMINATING CORPORATE FUNDS

(for securityholders of National Bank Dividend Income Fund Inc. and National Bank AltaFund

Investment Corp. only (each a “Corporation”))


1. The section relating to “Service” in the by-laws of the Corporation be deleted in its entirety and the

following be substituted therefore:

“Service. Any notice or document required by the Act, the articles or the by-laws to be

sent to any shareholder or director shall be sufficiently given if delivered personally or

mailed to the shareholder at his latest address as shown on the records of the Corporation

or its transfer agent or the director at his latest address as shown in records of the

Corporation or in the last notice filed under the Act, or if delivered to the shareholder or

director by any form of electronic means permitted by the Act at the shareholder or

director’s recorded address or through the use the Notice-and-Access procedure as defined

in the exemptive relief granted by the Autorité des marchés financiers on September 8,

2016 to the Corporation. A notice or document so delivered shall be deemed to have been

given when it is delivered personally or to the recorded address as aforesaid; a notice or

document so mailed shall be deemed to have been given when the notice was properly

addressed and put into a post office or into a post office letter box; and a notice or document

so sent by any form of electronic means permitted by the Act shall be deemed to have been

given when sent.”

2. The financial statements of the Corporation for the financial period ended December 31, 2016, as

reported on by the Corporation’s auditors, are received.

3. Each of the following persons are elected as directors of the Corporation to hold office, subject to

the provisions of the Corporation's by-laws, until the next annual meeting of the Corporation or

until their respective successors have been duly elected or appointed:

For National Bank Dividend Income Fund Inc.:

Richard Cooper

The Giang Diep

David M. McEntyre

Patrick Loranger

Tina Tremblay-Girard

For National Bank AltaFund Investment Corp.:

The Giang Diep

William Lyle Hodgson

Patrick Loranger

Tina Tremblay-Girard

Mark Wayne

2

4. Raymond Chabot Grant Thornton LLP, are appointed auditors of the Corporation to hold office

until the next annual meeting of the Corporation or until their successors are appointed, at a

remuneration to be fixed by the directors, the directors being authorized to fix such remuneration.

5. Any one officer or director of the Corporation be and is hereby authorized and directed, on behalf

of the Corporation, to execute and deliver all such documents and do all such other acts and things

as may be necessary or desirable for the implementation of these resolutions.

Documents

MANAGEMENT INFORMATION CIRCULAR · The information contained in this Management Information Circular (“Information Circular”) is provided by the board of directors of National