SPECIAL MEETINGS OF THE FOLLOWING INVESTORS GROUP UNIT TRUST FUNDS INVESTORS CANADIAN EQUITY FUND IG MACKENZIE CANADIAN EQUITY GROWTH FUND INVESTORS

Transcription

1 SPECIAL MEETINGS OF THE FOLLOWING INVESTORS GROUP UNIT TRUST FUNDS INVESTORS CANADIAN EQUITY FUND IG MACKENZIE CANADIAN EQUITY GROWTH FUND INVESTORS CANADIAN GROWTH FUND INVESTORS CANADIAN LARGE CAP VALUE FUND INVESTORS CANADIAN SMALL CAP FUND IG MACKENZIE IVY CANADIAN BALANCED FUND INVESTORS U.S. DIVIDEND GROWTH FUND INVESTORS U.S. LARGE CAP VALUE FUND IG PUTNAM LOW VOLATILITY U.S. EQUITY FUND INVESTORS CANADIAN BOND FUND IG PUTNAM EMERGING MARKETS INCOME FUND IG MACKENZIE CUNDILL GLOBAL VALUE FUND INVESTORS GLOBAL REAL ESTATE FUND INVESTORS CANADIAN NATURAL RESOURCE FUND INVESTORS CANADIAN SMALL CAP GROWTH FUND ALTO MONTHLY INCOME & GLOBAL GROWTH PORTFOLIO - AND - OF THE FOLLOWING CORPORATE CLASS FUNDS ISSUED BY INVESTORS GROUP CORPORATE CLASS INC. INVESTORS CANADIAN SMALL CAP CLASS INVESTORS CANADIAN SMALL CAP GROWTH CLASS IG MACKENZIE CUNDILL GLOBAL VALUE CLASS INVESTORS CANADIAN EQUITY CLASS IG MACKENZIE CANADIAN EQUITY GROWTH CLASS INVESTORS CANADIAN GROWTH CLASS INVESTORS CANADIAN LARGE CAP VALUE CLASS IG PUTNAM LOW VOLATILITY U.S. EQUITY CLASS To be Held December 4, 2018

2 TABLE OF CONTENTS NOTICE AND SUMMARY... i JOINT MANAGEMENT INFORMATION CIRCULAR... 1 GENERAL INFOMRAITON PART A: CHANGE OF OBJECTIVES... 5 INVESTORS CANADIAN NATURAL RESOURCE FUND... 5 INVESTORS CANADIAN SMALL CAP GROWTH FUND... 7 INVESTORS CANADIAN SMALL CAP GROWTH CLASS... 8 INVESTORS CANADIAN SMALL CAP CLASS IG MACKENZIE CUNDILL GLOBAL VALUE CLASS INVESTORS CANADIAN EQUITY CLASS IG MACKENZIE CANADIAN EQUITY GROWTH CLASS INVESTORS CANADIAN GROWTH CLASS INVESTORS CANADIAN LARGE CAP VALUE CLASS IG PUTNAM LOW VOLATILITY U.S.EQUITY CLASS PART B: MERGER PROPOSALS COMPARISON OF THE MERGING FUNDS WITH THE CONTINUING FUNDS MERGER DETAILS INVESTORS CANADIAN EQUITY FUND IG MACKENZIE CANADIAN EQUITY GROWTH FUND INVESTORS CANADIAN GROWTH FUND INVESTORS CANADIAN LARGE CAP VALUE FUND INVESTORS CANADIAN SMALL CAP FUND IG MACKENZIE IVY CANADIAN BALANCED FUND INVESTORS U.S. DIVIDEND GROWTH FUND INVESTORS U.S. LARGE CAP VALUE FUND IG PUTNAM LOW VOLATILITY U.S.EQUITY FUND INVESTORS CANADIAN BOND FUND IG PUTNAM EMERGING MARKETS INCOME FUND IG MACKENZIE CUNDILL GLOBAL VALUE FUND INVESTORS GLOBAL REAL ESTATE FUND ALTO MONTHLY INCOME & GLOBAL GROWTH PORTOLIO FUND MERGER STEPS EXCHANGE OF MERGING FUND UNITS FOR CONTINUING FUND UNITS INCOME TAX CONSEQUENCES OF THE MERGERS PART C: INFORMATION APPLICABLE TO ALL MEETINGS MANAGEMENT SOLICITATION OF PROXIES APPOINTMENT AND REVOCATION OF PROXIES EXERCISE OF DISCRETION BY PROXIES VOTING YOUR UNITS OR SHARES NON-RETAIL SERIES UNITS AND SHARES OF THE VOTING FUNDS ISSUED AND OUTSTANDING PRINCIPAL SECURITYHOLDERS OF THE VOTING FUNDS REDEMPTION OF UNITS OR SHARES AND DISSENT RIGHTS INTEREST OF MANAGEMENT AND OTHERS IN THE MATTERS TO BE ACTED UPON INFORMED PERSONS DIRECTORS AND EXECUTIVE OFFICERS OF I.G. INVESTMENT MANAGEMENT, LTD DIRECTORS AND EXECUTIVE OFFICERS OF INVESTORS CORPORATE CLASS INC RESOLUTIONS TO BE CONSIDERED DISCRETION OF MANAGEMENT RECOMMENDATIONS TO THE MANAGER BY THE INVESTORS GROUP FUNDS INDEPENDENT REVIEW COMMITTEE RECOMMENDATIONS DIRECTORS' APPROVAL GLOSSARY OF TERMS APPENDIX SCHEDULE A: RESOLUTIONS FOR CHANGE OF OBJECTIVES PROPOSALS SCHEDULE A SCHEDULE A SCHEDULE A SCHEDULE A SCHEDULE A SCHEDULE A SCHEDULE A SCHEDULE A SCHEDULE A SCHEDULE A

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

4 NOTICE OF SPECIAL MEETINGS AND SUMMARY OF THE PROPOSALS Investors Group is convening Special Meetings (each a Meeting and collectively the Meetings ) of several of its unit trust mutual funds (the Unit Trust Funds ) and several of the classes of Investors Group Corporate Class Inc. (the Corporate Class Funds or Classes, and collectively with the Unit Trust Funds, the Funds or a Fund ), to consider, and if deemed advisable, to approve the following matters (referred to as Proposals ): 1. Change of Objectives: To approve by ordinary resolution changes to the investment objectives (referred to as the Change of Objectives ) of: Fund PROPOSED CHANGE OF OBJECTIVES Proposed Changes Page reference in the Circular Investors Canadian Natural Resource Fund Investors Canadian Small Cap Growth Fund Investors Canadian Small Cap Growth Class Investors Canadian Small Cap Class* IG Mackenzie Cundill Global Value Class* Investors Canadian Equity Class* IG Mackenzie Canadian Equity Growth Class* Investors Canadian Growth Class* Investors Canadian Large Cap Value Class* IG Putnam Low Volatility U.S. Equity Class* Expand the investment objective to permit the Fund to provide exposure to corporations from around the world involved in the natural resources sector. Expand the investment objective to permit the Fund to provide exposure to small and mid cap Canadian companies. Expand the investment objective to permit the Class to provide exposure to small and mid cap Canadian companies. Expand the investment objective to permit the Class to provide exposure to small and mid cap Canadian companies. Change the investment objective to permit the Class to invest primarily in other mutual funds that provide exposure to corporations from around the world. Expand the investment objective to permit the Class to provide exposure primarily to corporations across North America. Expand the investment objective to permit the Class to provide exposure primarily to corporations across North America. Expand the investment objective to permit the Class to provide exposure primarily to corporations across North America. Expand the investment objective to permit the Class to provide exposure primarily to corporations across North America. Expand the investment objective by permitting the Class to seek long-term capital growth through exposure to U.S. equity markets while not limited to a low volatility mandate * It is the intention of Management to close further investment into these Classes on or about February 4, 2019 (for IG Mackenzie Cundill Global Value Class) and February 8, 2019 (for Investors Canadian Small Cap Class, Investors Canadian Equity Class, IG Mackenzie Canadian Equity Growth Class, Investors Canadian Growth Class, Investors Canadian Large Cap Value Class and IG Putnam Low Volatility U.S. Equity Value Class), and to only allow the reinvestment of Dividends, and investments through pre-authorized contribution plans (PACs) by current Shareholders. Switches between Series within the same Class will also be permitted subject to the usual eligibility requirements. - i -

5 2. Fund Mergers: To approve the merger of each Merging Fund into a corresponding Continuing Fund (each transaction referred to as a Merger ) as shown in the table below: Merging Fund Investors Canadian Equity Fund IG Mackenzie Canadian Equity Growth Fund Investors Canadian Growth Fund Investors Canadian Large Cap Value Fund PROPOSED MERGERS Continuing Fund Page reference in the Circular into Investors North American Equity Fund 22 Investors Canadian Small Cap Fund into Investors Canadian Small Cap Growth Fund* 27 IG Mackenzie Ivy Canadian Balanced Fund into Investors Mutual of Canada 29 Investors U.S. Dividend Growth Fund Investors U.S. Large Cap Value Fund IG Putnam Low Volatility U.S. Equity Fund into Investors Core U.S. Equity Fund 31 Investors Canadian Bond Fund into IG Mackenzie Income Fund 35 IG Putnam Emerging Markets Income Fund into IG Putnam U.S. High Yield Income Fund 37 IG Mackenzie Cundill Global Value Fund Investors Global Real Estate Fund into Investors Global Fund 39 Alto Monthly Income & Global Growth Portfolio into Allegro Balanced Growth Portfolio** 42 * The Securityholders of Investors Canadian Small Cap Growth Fund are being asked to vote on a Change of Objectives of their Fund, as further described in Part A of this Circular. Should the Securityholders of Investors Canadian Small Cap Fund vote in favour of the Merger with Investors Canadian Small Cap Growth Fund, the Merger will proceed independently of the vote by the Securityholders of Investors Canadian Small Cap Growth Fund on the Change of Objective. ** Effective on or about November 1, 2018, Allegro Balanced Growth Portfolio will change its name to IG Core Portfolio Balanced Growth. For ease of reference, we will continue to refer to the fund as Allegro Balanced Growth Portfolio. 3. Other Business Any other business as may properly come before each Meeting or any adjournments or postponements of the Meeting(s). You should read all of the Management Information Circular (the Circular ) to understand all the details for the Proposal(s) affecting your Fund(s), your rights and applicable income tax consequences. Why are we making these changes? Change of Objectives: The Change of Objectives are being proposed for: 1. In all cases, to expand the geographic focus and/or the investment objective of each Fund to provide broader investment management diversification opportunities; and 2. In the case of IG Mackenzie Cundill Global Value Class, to create a fund-of-funds investment structure to pool assets with the assets of one or more Investors Group Funds which will provide a larger amount of assets to invest in (or allocate to) the markets. This is expected to enhance its ability to invest in an efficient manner, which may result in reduced trading costs. Overall, the Change of Objectives are expected to provide the potential for improved long-term performance. Mergers: The Mergers are proposed for one or more of the following reasons: 1. To provide a more streamlined and simplified product line-up that is easier for investors to understand; 2. In the case of Alto Monthly Income & Global Growth Portfolio, the Continuing Fund has a more flexible asset allocation approach, which allows it to respond more quickly to changing market conditions; and 3. In the case of IG Mackenzie Ivy Canadian Balanced Fund, IG Putnam Emerging Markets Income Fund and Investors Global Real Estate Fund, the merger will result in lower annual contractual fees payable for each - ii -

6 Series of the Merging Fund (except for the fees of Series C of Investors Global Real Estate Fund which will remain at the same level). Overall, it is expected that these elements will result in the potential for improved long-term performance in larger Continuing Funds. Why are these Meetings necessary? Meetings of the Merging Funds are being convened to approve the Mergers because Management views the investment objectives of the Merging Funds as not substantially similar to those of their corresponding Continuing Funds. Also, the Merging Funds will cease to exist after their Mergers occur. The Mergers are not considered to be a material change for any of the Continuing Funds. Meetings to approve each Change of Objectives have been convened as required by Canadian securities regulations, and by the documents establishing the Investors Group Funds. When are the Meetings? The Meetings will be held at the head office of Investors Group, located at 447 Portage Avenue in Winnipeg, Manitoba on December 4, 2018 at 10:00 a.m. CST. Although the Meetings are scheduled to be held at the same time and place for purposes of convenience, the Securityholders of each Voting Fund will vote separately on each matter. The Record Date for determining Securityholders entitled to vote at the Meetings is October 5, What am I being asked to do? Securityholders of each Fund that is seeking a Change of Objectives are being asked to approve the change in the investment objective of that Fund, by completing the Proxy Form sent to them. (See Part A of the Circular for details.) Securityholders of each Merging Fund are being asked to approve its Merger into a Continuing Fund (and any associated changes to their Investment(s) including any fee changes), by completing the Proxy Form sent to them. (See Part B of the Circular for details). How to Vote If you attend the Meeting(s) of your Fund(s) to vote in person, do not complete the Proxy Form that accompanies this Notice. If you will not be attending the Meeting(s), you can appoint someone else as your proxy to attend and vote on your behalf. When you sign, date, and return the Proxy Form to us, you authorize us to vote at the Meeting(s) of the Fund(s) (indicated on your Proxy Form) according to your instructions by checking the applicable box(es) on your Proxy Form. If you sign, date and return your Proxy Form, but leave any vote unmarked, we will vote in favour of the Proposal(s). Completing and returning your Proxy Form allows you to have a say concerning the Proposal(s) (and any associated changes) affecting your Fund(s). To make sure your vote counts, please complete your Proxy Form and return it in the enclosed postage-paid business reply envelope so it is received no later than 4:00 p.m. (CST), November 30, 2018 or, should your Meeting(s) be adjourned or postponed, at least 24 hours (excluding Saturdays, Sundays and holidays) before the rescheduled date of the Meeting(s). We have tried to reduce duplication by consolidating accounts held by each individual Securityholder; however, under certain circumstances you may receive more than one Proxy Form, and in some instances, you may be asked to vote more than once. Unless you attend the Meetings, please complete, sign, date and return each Proxy Form that you receive. IF YOU CHOOSE TO VOTE IN FAVOUR OF (ALL OF) THE MATTERS INVOLVING YOUR FUND(S), YOU MAY SIMPLY DATE AND SIGN YOUR PROXY FORM AND RETURN IT TO US IN THE ENCLOSED ENVELOPE. 1 1 Please do not fill in the name of any person on your Proxy Form if you wish to authorize us to vote in accordance with your instructions on your behalf at the Meetings. - iii -

7 GENERAL INFORMATION Under Canadian securities regulations, the Circular must meet certain legal requirements to provide you with details about these Proposals. We have tried to simplify the benefits for each of the Mergers and the Change of Objectives in this Notice, however, you should read the entire Circular before completing your Proxy Form. If you have any questions about the Proposal(s) concerning your Fund(s), please call Investors Group directly toll free at (outside Québec) or (if you live in Québec). Notice and Access Process We have obtained regulatory relief that allows us to send a notice advising when your Fund(s) has convened a Meeting of Securityholders, and how you may obtain a copy of the Circular for those Meetings, without sending you the Circular (referred to as Notice and Access ). Accordingly, most Securityholders will receive only the Notice of these Meetings (and a copy of the Fund Facts document of the relevant Series of the Continuing Fund if they are being asked to approve the Merger of their Fund into that Continuing Fund), together with a Proxy Form and a postage-paid self-addressed reply envelope with which to return their proxy (the Proxy Materials ). We are also sending the Proxy Materials directly to beneficial owners. Independent Review Committee The Investors Group Funds Independent Review Committee (the IRC ) has reviewed the proposed Mergers and has provided a positive recommendation to the Manager that the Mergers all achieve a fair and reasonable result for the Merging Funds and the Continuing Funds. (Please see the Circular for more information about the IRC). Text of Resolutions Details of the Proposals are set forth in the accompanying Circular, which forms part of this Notice. The full texts of the resolutions to be considered at each Meeting are attached to the Circular as Schedules A and B (as indicated in the Circular). Record Date The Board of Directors of I.G. Investment Management, Ltd., the Trustee of the Unit Trust Funds and as Manager of the Funds, and the Board of Directors of Investors Group Corporate Class Inc., the issuer of the Classes, have fixed the close of business on October 5, 2018 as the Record Date to determine Securityholders entitled to receive Notice of these Meetings. DATED at Winnipeg, Manitoba, on September 25 th, By Order of the Board of I.G. Investment Management, Ltd., as Trustee of the Unit Trust Funds S. Reiss Sonya Reiss, Secretary By Order of the Board of Investors Group Corporate Class Inc., as issuer of the Classes S. Reiss Sonya Reiss, Secretary IMPORTANT IF YOU ARE UNABLE TO ATTEND THE MEETING(S) OF YOUR VOTING FUND(S) IN PERSON YOU SHOULD READ AND COMPLETE THE ENCLOSED PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS NOTED THEREON AND RETURN IT IN THE ENVELOPE PROVIDED SO THAT IT IS RECEIVED BY NO LATER THAN 4:00 P.M. (CST), NOVEMBER 30, 2018, OR IF THE MEETING IS ADJOURNED OR POSTPONED, AT LEAST 24 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE ANY RESCHEDULED MEETING. IF YOU ARE PRESENT IN PERSON, YOUR PROXY FORM WILL BECOME VOID AND YOU MAY VOTE PERSONALLY ON ALL MATTERS BROUGHT BEFORE THE MEETING(S) OF THEIR VOTING FUND(S). THIS NOTICE IS LIKELY THE ONLY NOTICE OF MEETING(S) WHICH YOU MAY RECEIVE, AND YOU MAY NOT RECEIVE ANOTHER NOTICE AND/OR MANAGEMENT INFORMATION CIRCULAR OR PROXY FORM. - iv -

8 FOR MORE INFORMATION You may request that a complete copy of the following materials be sent to you at no charge, or by calling Investors Group directly at the toll-free telephone numbers given above, or by fax at (outside Quebec) or (if inside Quebec): Circular; Simplified prospectus and annual information form of any Continuing Fund; Most recent annual and interim financial statements of any Continuing Fund; Management Report of Fund Performance of any Continuing Fund. If you wish to have the Circular sent to you in advance of the Meetings, please contact us on or before November 20, 2018, so that you will have sufficient time to complete and return your Proxy Form on or before November 30, These documents are also available at and the Investors Group website at This is not a solicitation to purchase the securities of any mutual fund. Mutual funds are sold by prospectus only. Please read the prospectus of the mutual funds, before investing. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. There can be no assurances that the full amount of your investment in any mutual fund will be returned to you. Past performance may not be repeated. The Investors Group funds are distributed across Canada by Investors Group Financial Services Inc., (in Québec, a financial services firm), and by Investors Group Securities Inc., (in Québec, a firm in financial planning). - v -

9 JOINT MANAGEMENT INFORMATION CIRCULAR Relating to the Special Meetings of the following Investors Group Unit Trust Funds INVESTORS CANADIAN EQUITY FUND IG MACKENZIE CANADIAN EQUITY GROWTH FUND INVESTORS CANADIAN GROWTH FUND INVESTORS CANADIAN LARGE CAP VALUE FUND INVESTORS CANADIAN SMALL CAP FUND IG MACKENZIE IVY CANADIAN BALANCED FUND INVESTORS U.S. DIVIDEND GROWTH FUND INVESTORS U.S. LARGE CAP VALUE FUND IG PUTNAM LOW VOLATILITY U.S. EQUITY FUND INVESTORS CANADIAN BOND FUND IG PUTNAM EMERGING MARKETS INCOME FUND IG MACKENZIE CUNDILL GLOBAL VALUE FUND INVESTORS GLOBAL REAL ESTATE FUND INVESTORS CANADIAN NATURAL RESOURCE FUND INVESTORS CANADIAN SMALL CAP GROWTH FUND ALTO MONTHLY INCOME & GLOBAL GROWTH PORTFOLIO - and - Of the following Investors Group Corporate Class Funds issued by Investors Group Corporation Class Inc. IG MACKENZIE CUNDILL GLOBAL VALUE CLASS INVESTORS CANADIAN EQUITY CLASS IG MACKENZIE CANADIAN EQUITY GROWTH CLASS INVESTORS CANADIAN GROWTH CLASS INVESTORS CANADIAN LARGE CAP VALUE CLASS IG PUTNAM LOW VOLATILITY U.S. EQUITY CLASS INVESTORS CANADIAN SMALL CAP CLASS INVESTORS CANADIAN SMALL CAP GROWTH CLASS - 1 -

10 GENERAL INFORMATION Special Meetings (the Meetings ) are being held for certain Investors Group Funds established as unit trust mutual funds (the Unit Trust Funds ) or as mutual fund classes (the Corporate Class Funds or Classes ) issued by Investors Group Corporate Class Inc. (the Corporation ). Collectively, the Investors Group Funds for which Meetings are being convened are referred to as the Voting Funds. The Meetings are being held for one of the following reasons: (i) to approve the change of investment objective for some of the Voting Funds, (the Change of Objectives ), (see Part A of this Management Information Circular for more details); and (ii) to approve the mergers of some of the Voting Funds (the Mergers ), (see Part B of this Management Information Circular for more details). The Mergers and the Change of Objectives are referred to together as the Proposals. These Proposals are independent, meaning that a Securityholder may vote for (or against) each Proposal separately. It also means that the decision to implement one of the Proposals, should it be approved by the Securityholders, will proceed independently of the outcome of the vote on the other Proposals. The Meetings are scheduled to be held at the same time and place for convenience, but the Securityholders of each Voting Fund will vote separately on the matters to be voted upon by them. I.G. Investment Management, Ltd. (the "Trustee") is the trustee of all the Unit Trust Funds. All of the Funds referred to in this Management Information Circular (the Circular ) are also managed by I.G. Investment Management, Ltd. (in this capacity referred to as the Manager ). The external Auditor of the Voting Funds is Deloitte LLP (Winnipeg, Manitoba). A single combined Circular is being utilized for the purposes set forth in the accompanying Notice calling these Meetings of the Unitholders (of the Unit Trust Funds) or Shareholders (of the Classes) (as the case may be, and collectively referred to as the Securityholders ) of the Voting Funds. Where appropriate, information pertaining to only some of the Voting Funds has been disclosed separately in this Circular from the commentary applicable to all of the Voting Funds. Each Voting Fund is only responsible for the disclosure relating to it in this Circular and accompanying materials. This Circular contains the detailed information about the Proposals. Securityholders are being asked to approve the Proposal relating to their Funds because the securities regulations and the constating documents of the Funds provide that these changes must be approved by the majority of their Securityholders who vote at a meeting called for that purpose. The full text of the resolutions to be considered at the Meetings are attached in Schedules A and B. The Management of the Funds encourages Securityholders to read the details of the Proposal(s) relating to their Voting Fund(s) carefully, and recommends that Securityholders vote in favour of the Change of Objectives and the Merger(s) (as the case may be) involving their Voting Fund(s). Additional information about the Investors Group Funds is contained in the simplified prospectus of the Investors Group Unit Trust Funds and the simplified prospectus of Investors Group Corporate Class Inc., both dated June 30, 2018 as amended and restated on September 20, The Fund Facts document(s) for the applicable Series of the Continuing Funds into which your investment in a Merging Fund (if applicable) will be invested as a result of the Merger(s) accompany the Notice of Meeting and are being provided for informational purposes only and not with the intention of soliciting subscriptions for the purchase of Units of any of the Continuing Funds. The Investors Group Funds have obtained regulatory relief that allow them to send a notice advising Securityholders when their Fund has convened a Meeting, and how they may obtain a copy of the Circular for those Meetings, without sending them the Circular (referred to as Notice and Access ). The Manager has elected to make use of Notice and Access for these Meetings. Accordingly, Securityholders of the Voting Funds will receive only the Notice of these Meetings (and a copy of the Fund Facts document of the relevant Series of the Continuing Fund if they are being asked to approve the Merger of their Fund into that Continuing Fund), together with a Proxy Form and a postage paid reply envelope with which to return their proxy (the Proxy Materials ). Securityholders of the Voting Funds may request a complete copy of the Circular be sent to them, as well as the simplified prospectus, the annual information form, the most recent annual and interim financial reports and Management Report of Fund Performance for their corresponding Continuing Fund, at no charge or by calling Investors Group directly toll free at (outside Quebec) or (if you live inside Quebec), or by fax at (outside Quebec) and (inside Quebec). If you wish to have the Circular sent to you in advance of the Meetings, please contact us on or before November 20, 2018, so that you will have sufficient time to complete and return your Proxy Form on or before November 30, These documents are also available at and the Investors Group website at Except as otherwise stated, the information stated in this Circular is current to September 25,

11 Purpose of the Meetings The purpose of these Meetings are as follows: 1. Approve Change of Objectives To consider and if deemed advisable, to authorize by ordinary resolution the change of the investment objective of: (i) Investors Canadian Natural Resource Fund; (ii) IG Mackenzie Cundill Global Value Class; (iii) Investors Canadian Equity Class; (iv) IG Mackenzie Canadian Equity Growth Class; (v) Investors Canadian Growth Class; (vi) Investors Canadian Large Cap Value Class; (vii) IG Putnam Low Volatility U.S. Equity Class; (viii) Investors Canadian Small Cap Growth Fund; (ix) Investors Canadian Small Cap Growth Class; and (x) Investors Canadian Small Cap Class. 2. Approve Fund Mergers To consider and, if deemed advisable, authorize by ordinary resolution of each Merging Fund, its Merger into a corresponding Continuing Fund (as shown in the Table below): Merging Fund PROPOSED MERGERS Continuing Fund Investors Canadian Equity Fund IG Mackenzie Canadian Equity Growth Fund Investors Canadian Growth Fund Investors Canadian Large Cap Value Fund Into Investors North American Equity Fund Investors Canadian Small Cap Fund Into Investors Canadian Small Cap Growth Fund* IG Mackenzie Ivy Canadian Balanced Fund Into Investors Mutual of Canada Investors U.S. Dividend Growth Fund Investors U.S. Large Cap Value Fund IG Putnam Low Volatility U.S. Equity Fund Into Investors Core U.S. Equity Fund Investors Canadian Bond Fund Into IG Mackenzie Income Fund IG Putnam Emerging Markets Income Fund Into IG Putnam U.S. High Yield Income Fund IG Mackenzie Cundill Global Value Fund Investors Global Real Estate Fund Into Investors Global Fund Alto Monthly Income & Global Growth Portfolio Into Allegro Balanced Growth Portfolio** * If the Securityholders of Investors Canadian Small Cap Growth Fund vote in favour of the Change of Objective as described in Part I of this Notice, the Manager will change the name of Investors Canadian Small Cap Growth Fund to Investors Canadian Small/Mid Cap Fund to better reflect the Fund s objective. ** Effective on or about November 1, 2018, Allegro Balanced Growth Portfolio will change its name to IG Core Portfolio Balanced Growth. For ease of reference, we will continue to refer to the fund as Allegro Balanced Growth Portfolio

12 In all cases, the Merging Funds will cease to exist upon completion of their Mergers. The Mergers are not considered to be a material change for any of the Continuing Funds. The Investors Group Funds Independent Review Committee (the IRC ) was formed to review, among other things, conflict of interest matters referred to it by the Manager. The IRC has reviewed the Mergers and has provided a positive recommendation to the Manager that the Mergers achieve a fair and reasonable result for the Merging and the Continuing Funds and their Securityholders. (Please see Recommendations to the Manager by the Investors Group Funds Independent Review Committee later for more information.) 3. Other business Any other business as may properly come before each Meeting or any adjournment of a Meeting

13 Part A: Change of Objective Proposals PART A: CHANGE OF OBJECTIVES I. Change of Objectives for: Investors Canadian Natural Resource Fund Securityholders of Investors Canadian Natural Resource Fund are being asked to approve a change to its investment objective. The Fund aims to provide long-term capital growth by investing primarily in securities issued by Canadian corporations involved in natural resource industries, or those who supply goods and services to these industries. The proposed change to the investment objective will broaden the Fund s mandate, permitting it to invest in corporations from around the world involved in natural resource industries, or those who supply goods and services to those industries. The intention is that the expanded geographic focus and investment objective will provide broader investment management diversification opportunities. The asset class exposure and volatility of the Fund is not expected to change from current levels as a result of the Change of Objectives. If approved by Securityholders, the Change of Objectives will take place on a date determined by Management in its sole discretion which is expected to be on or about the close of business on February 4, 2019 at which time the name of the Fund is expected to change to IG Mackenzie Global Natural Resources Fund. THE PROPOSED CHANGE OF OBJECTIVES FOR THE FUND IS SET OUT IN THE TABLE BELOW: Current Investment Objective The Fund aims to provide long-term capital growth by investing primarily in securities issued by Canadian corporations involved in natural resource industries, or who supply goods and services to these industries. Proposed Investment Objective The Fund aims to provide long-term capital growth by investing primarily in securities issued by corporations from around the world involved in natural resource industries, or who supply goods and services to these industries. Should the Change of Objectives be approved by Securityholders, the Manager intends to change the investment strategies of the Fund to better implement the new investment objective, as set out below: Current Investment Strategies To achieve the Fund s investment objective, the Fund selects primarily the common shares of Canadian companies based on: value analysis, including both quantitative and qualitative factors, such as price-to-earnings ratios and management; and macro-economic factors to determine their effects on market development and capital market prices such as GDP growth and inflation. The Fund may also invest in commodities such as gold, silver and natural gas up to 20% of its total net assets. The Fund may invest up to 50% of its assets in foreign securities. The Fund s Portfolio Turnover Rate may be expected to be more than 70%. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the securities Rules. Proposed Investment Strategies To achieve the Fund s investment objective, the Fund: invests primarily in the global energy and materials industries which include the following sub-sectors: o energy equipment and services, o oil and gas, o chemicals, o construction materials, o metals and mining, and o paper and forest products; adheres to a disciplined research approach driven by fundamental analysis, integrating both quantitative and qualitative investment perspectives, and ensures adequate geographic and industry diversification and typically makes investments within the context of a long-term horizon. Investments are continuously monitored for changes in company fundamentals. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the securities Rules. A copy of the text of the resolution for the Change of Objectives with respect to Investors Canadian Natural Resource Fund is attached as Schedule A-1 to this Circular. Management recommends that Securityholders vote in favour of this resolution

14 Part A: Change of Objective Proposals II. Change of Objectives for: Investors Canadian Small Cap Growth Fund Investors Canadian Small Cap Growth Class Investors Canadian Small Cap Class Securityholders of Investors Canadian Small Cap Growth Fund, Investors Canadian Small Cap Growth Class and Investors Canadian Small Cap Class are being asked to approve a change to their investment objectives. Each of these Funds will continue to seek to provide long-term capital growth through exposure to the equities markets of Canada, but will seek to achieve their objectives through exposure to both small and mid capitalization Canadian corporations, rather than primarily small capitalization Canadian corporations. Investors Canadian Small Cap Growth Fund will seek to achieve this objective by investing directly in equity securities, whereas Investors Canadian Small Cap Growth Class and Investors Canadian Small Cap Class will achieve this objective by investing up to 100% of their net assets in of one or more Investors Group Funds (referred to as the Underlying Funds ) and/or directly in equity securities. The Manager intends that the initial Underlying Fund for Investors Canadian Small Cap Growth Class and Investors Canadian Small Cap Class to be Investors Canadian Small Cap Growth Fund. If the Change of Objectives is approved, Management also proposes to change the names of the Funds to better reflect the Change of Objectives: from Investors Canadian Small Cap Growth Fund to Investors Canadian Small/Mid Cap Fund; from Investors Canadian Small Cap Growth Class to Investors Canadian Small/Mid Cap Class and from Investors Canadian Small Cap Class to Investors Canadian Small/Mid Cap Class II. It is the intention of Management to close further investment to Investors Canadian Small Cap Class on or about February 8, The reinvestment of Dividends and investments through pre-authorized contribution plans (PACs) by current Shareholders will continue even after the Class is closed to new investments, as will switches between Series within the same Class, subject to the usual eligibility requirements. The Change of Objectives is being undertaken to expand the investment objective of the Funds, to provide broader investment management diversification opportunities. The asset class exposure and volatility of these Funds is not expected to change from their current levels as a result of their respective Change of Objectives. If approved by Securityholders, each of these Change of Objectives will take place on a date determined by Management in its sole discretion which is expected to be on or about the close of business on February 4, 2019 (for Investors Canadian Small Cap Growth Fund and Investors Small Cap Growth Class) and February 8, 2019 (for Investors Canadian Small Cap Class)

15 Part A: Change of Objective Proposals THE PROPOSED CHANGE OF OBJECTIVES FOR EACH FUND ARE SET OUT IN THE TABLES BELOW: Investors Canadian Small Cap Growth Fund (the Fund ) Current Investment Objective The Fund aims to provide long-term capital growth by investing primarily in Canadian small cap corporations, diversified geographically and by industry. Proposed Investment Objective The Fund aims to provide long-term capital growth by investing primarily in Canadian small and mid cap corporations, diversified geographically and by industry Should the Change of Objectives be approved by Securityholders, the Manager intends to change the investment strategies of the Fund to better implement the new investment objective, as set out below: Current Investment Strategies To achieve the Fund s investment objective, it invests primarily in: the common shares of small capitalization Canadian companies diversified geographically and by industry; companies with positive fundamentals, strong balance sheets and compelling valuations; companies with above-average growth prospects; and companies that have strong management teams, are market leaders, address market niches and have significant potential markets, using a growth investment style with growth stocks that meet investment criteria under a fundamental approach. The Fund may also: invest in corporations with larger capitalizations if market conditions warrant; and hold investments in corporations which later achieve a larger capitalization. The Manager intends to apply fundamental analysis to stock selection and valuation. Generally speaking, it is the Fund s intention that its investment in foreign securities will not exceed 50% of its assets, at the discretion of the Portfolio Advisor. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the securities Rules. Proposed Investment Strategies To achieve the Fund s investment objective, it invests primarily in: the common shares of small and medium capitalization Canadian companies diversified geographically and by industry; companies with positive fundamentals, strong balance sheets and compelling valuations; companies with above-average growth prospects; and companies that have strong management teams, are market leaders, address market niches and have significant potential markets, using a growth investment style with growth stocks that meet investment criteria under a fundamental approach. The Fund may also: invest in corporations with larger capitalizations if market conditions warrant; and hold investments in corporations which later achieve a larger capitalization. The Manager intends to apply fundamental analysis to stock selection and valuation. Generally speaking, it is the Fund s intention that its investment in foreign securities will not exceed 50% of its assets, at the discretion of the Portfolio Advisor. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions, and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the securities Rules. A copy of the text of the resolution for the Change of Objectives with respect to Investors Canadian Small Cap Growth Fund is attached as Schedule A-2 to this Circular. Management recommends that Securityholders vote in favour of this resolution

16 Part A: Change of Objective Proposals Investors Canadian Small Cap Growth Class (the Class ) Current Investment Objective The Class aims to provide long-term capital growth primarily through exposure to the common shares of small capitalization Canadian corporations. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities. Proposed Investment Objective The Class aims to provide long-term capital growth primarily through exposure to the common shares of small and mid capitalization Canadian corporations. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities. Should the Change of Objectives be approved by Securityholders, the Manager intends to change the investment strategies of the Class to better implement the new investment objective, as set out on the following page. Current Investment Strategies To achieve its investment objective, the Class intends to invest up to 100% of its net assets in one or more Investors Group Funds to facilitate the achievement of the investment objective of the Class. The Underlying Fund(s) of the Class may be changed from time to time without prior notice to Shareholders as long as investment in the Underlying Fund(s) facilitates achieving the Class investment objective. Investors Canadian Small Cap Growth Fund (the Fund ) is an Underlying Fund of the Class. The Fund aims to provide long-term capital growth by investing primarily in Canadian small cap corporations diversified geographically and by industry. To achieve the Fund s investment objective, it invests primarily in: the common shares of small capitalization Canadian companies diversified geographically and by industry; companies with positive fundamentals, strong balance sheets and compelling valuations; companies with above-average growth prospects; and companies that have strong management teams, are market leaders, address market niches and have significant potential markets using a blended style which incorporates both growth and value stocks that meet the investment criteria under a fundamental approach. The Fund may also: invest in corporations with larger capitalizations if market conditions warrant; and hold securities in corporations which later achieve a larger capitalization. Generally speaking, it is the Fund s intention that its investment in foreign securities will range from 0% to 30% of its assets, but the Fund may invest up to 50% of its assets in foreign securities from time to time. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the Rules. The Class may also engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. To the extent the Class invests directly Proposed Investment Strategies To achieve its investment objective, the Class intends to invest up to 100% of its net assets in one or more Investors Group Funds to facilitate the achievement of the investment objective of the Class. The Underlying Fund(s) of the Class may be changed from time to time without prior notice to Shareholders as long as investment in the Underlying Fund(s) facilitates achieving the Class investment objective. It is expected that that the Class will invest its assets in Investors Canadian Small/Mid Cap Fund 1 (the Fund ) as an Underlying Fund of the Class. The Fund aims to provide long-term capital growth by investing primarily in Canadian small and mid cap corporations. To achieve the Fund s investment objective, it invests primarily in: the common shares of small and medium capitalization Canadian corporations diversified geographically and by industry; companies with positive fundamentals, strong balance sheets and compelling valuations; companies with above-average growth prospects; and companies that have strong management teams, are market leaders, address market niches and have significant potential markets, using a growth investment style with growth stocks. The Fund may also: invest in corporations with larger capitalizations if market conditions warrant; and hold securities in corporations which later achieve a larger capitalization. The Manager intends to apply fundamental analysis to stock selection and valuation. Generally speaking, it is the Fund s intention that its investment in foreign securities will not exceed 50% of its assets, at the discretion of the Portfolio Advisor. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the Rules. The Class may also engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and

17 Part A: Change of Objective Proposals in equity securities, it intends to follow the same investment strategies as the Fund. use Derivatives. To the extent the Class invests directly in equity securities, it intends to follow the same investment strategies as the Fund. 1 Currently, this Fund is known as Investors Canadian Small Cap Growth Fund. Management intends to change the name of the Fund to Investors Canadian Small/Mid Cap Fund if Securityholders approve the Proposal to change its investment objectives, as described earlier in this Circular. A copy of the text of the resolution for the Change of Objectives with respect to Investors Canadian Small Cap Growth Class is attached as Schedule A-3 to this Circular. Management recommends that Securityholders vote in favour of this resolution

18 Part A: Change of Objective Proposals Investors Canadian Small Cap Class (the Class ) Current Investment Objective The Class aims to provide long-term capital growth primarily through exposure to the common shares of small capitalization Canadian corporations. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities. Proposed Investment Objective The Class aims to provide long-term capital growth primarily through exposure to the common shares of small and mid capitalization Canadian corporations. The Class aims to achieve this exposure by investing primarily in other Investors Group mutual fund(s) and/or directly in equity securities. Should the Change of Objectives be approved by Securityholders, the Manager intends to change the investment strategies of the Class to better implement the new investment objective, as set out below: Current Investment Strategies To achieve its investment objective, the Class intends to invest up to 100% of its net assets in one or more Investors Group Funds to facilitate the achievement of the investment objective of the Class. The Underlying Fund(s) of the Class may be changed from time to time without prior notice to Shareholders as long as investment in the Underlying Fund(s) facilitates achieving the Class investment objective. Investors Canadian Small Cap Fund (the Fund ) is an Underlying Fund of the Class. The Fund aims to provide long-term capital growth by investing primarily in Canadian small cap corporations diversified geographically and by industry. To achieve the Fund s investment objective, it invests primarily in: the common shares of small capitalization Canadian companies diversified geographically and by industry; companies with positive fundamentals, strong balance sheets and compelling valuations; and companies that have strong management teams, are market leaders, address market niches and have significant potential markets using a blended style which incorporates both growth and value stocks that meet the investment criteria under a fundamental approach. The Fund may also: invest in corporations with larger capitalizations if market conditions warrant; and hold securities in corporations which later achieve a larger capitalization. Generally speaking, it is the Fund s intention that its investment in foreign securities will range from 0% to 30% of its assets, but the Fund may invest up to 50% of its assets in foreign securities from time to time. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the Rules. The Class may also engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. To the extent the Class invests directly Proposed Investment Strategies To achieve its investment objective, the Class intends to invest up to 100% of its net assets in one or more Investors Group Funds to facilitate the achievement of the investment objective of the Class. The Underlying Fund(s) of the Class may be changed from time to time without prior notice to Shareholders as long as investment in the Underlying Fund(s) facilitates achieving the Class investment objective. It is expected that that the Class will invest its assets in Investors Canadian Small/Mid Cap Fund 1 (the Fund ) as an Underlying Fund of the Class. The Fund aims to provide long-term capital growth by investing primarily in Canadian small and mid cap corporations. To achieve the Fund s investment objective, it invests primarily in: the common shares of small and medium capitalization Canadian corporations diversified geographically and by industry; companies with positive fundamentals, strong balance sheets and compelling valuations; companies with above-average growth prospects; and companies that have strong management teams, are market leaders, address market niches and have significant potential markets, using a growth investment style with growth stocks. The Fund may also: invest in corporations with larger capitalizations if market conditions warrant; and hold securities in corporations which later achieve a larger capitalization. The Manager intends to apply fundamental analysis to stock selection and valuation. Generally speaking, it is the Fund s intention that its investment in foreign securities will not exceed 50% of its assets, at the discretion of the Portfolio Advisor. The Fund may engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and use Derivatives. These transactions and Derivatives will be used in conjunction with the Fund s other investment strategies in a manner considered most appropriate to achieving the Fund s overall investment objectives and enhancing the Fund s returns as permitted by the Rules. The Class may also engage in Securities Lending, Repurchase and Reverse Repurchase Transactions and