Notice of Special Meeting of the Shareholders and Management Information Circular of. Dynamic Venture Opportunities Fund Ltd.

Transcription

1 Notice of Special Meeting of the Shareholders and Management Information Circular of Dynamic Venture Opportunities Fund Ltd. to be held on October 10, 2018 at 12:00 p.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto,

2 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF DYNAMIC VENTURE OPPORTUNITIES FUND LTD. (the Fund ) On July 31, 2018, the Fund announced that the Board of Directors of the Fund (the Board ) approved the entering into by 1832 Asset Management L.P. ( 1832 LP ), the current investment fund manager and portfolio manager of the Fund, and B.E.S.T. Investment Counsel Limited ( BEST ), of an acquisition agreement providing for the acquisition by BEST of the management, services and principal distribution contracts of the Fund from 1832 LP (the Transaction ). Upon closing of the Transaction, BEST will become the investment fund manager, portfolio manager and principal distributor of the Fund. The closing of the Transaction is subject to a number of conditions precedent, including receipt of the required approval of shareholders of the Fund. None of the costs of the Transaction will be borne by the Fund and will instead be borne by 1832 LP and/or BEST. Additional details regarding the Transaction and related matters are set out in the management information circular dated September 7, 2018 that accompanies this notice of the Meeting (this Notice ). NOTICE IS HEREBY GIVEN that a special meeting (the Meeting ) of shareholders of the Fund will be held for the purpose of considering and voting on resolutions in connection with the Transaction (collectively, the Resolutions ) and to transact such other business for the Fund as may properly come before the Meeting (or any adjournment or postponement thereof). The proposed Resolutions include approvals (i) to change the manager of the Fund from 1832 LP to BEST and (ii) to change the name of the Fund from Dynamic Venture Opportunities Fund Ltd. to B.E.S.T. Venture Opportunities Fund Inc. A copy of the full text of the proposed Resolutions is attached as Schedule A to this Notice. The Meeting will be held on October 10, 2018 at 12:00 p.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto,. The Board has approved the Transaction as being in the best interests of the Fund and its shareholders. The independent review committee of the Fund (the IRC ) has reviewed the Transaction and has provided a recommendation to 1832 LP that, in the IRC s opinion, after reasonable inquiry, the Transaction, if implemented, would achieve a fair and reasonable result for the Fund. Although the IRC has considered the Transaction (including the proposed Change of Manager), it is not the role of the IRC to recommend that shareholders vote in favour of the Transaction. Shareholders should instead review the Transaction independently and make their own decisions. You are only entitled to notice of the Meeting if you were a shareholder of record of the Fund as of the close of business on August 31, 2018 (the Record Date ). You are only entitled to vote at the Meeting if you were a shareholder of record of the Fund as of the close of business on the Record Date. The Record Date is also the date of determination of beneficial ownership of shares of the Fund for the purpose of determining which shareholders are entitled to receive notice of, and to vote at, the Meeting. In order for the Meeting to be duly constituted for the transaction of business by the Fund, at least two (2) individuals must be present in person, each of whom must be either a shareholder entitled to attend and vote at the Meeting or a proxyholder appointed by such a shareholder. This Notice is accompanied by a management information circular and either a form of proxy or a voting instruction form. Registered shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy in the enclosed postage paid return envelope provided for that purpose. In order to be voted at the Meeting, your proxy must be received at Proxy Processing Department, 94 Scarsdale Road, North York,, M3B 9Z9, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting or any adjournment or postponement thereof. Alternatively, you may either fax your proxy to 1 (888) by such time, in which event you should ensure that all pages of your proxy are returned, or the proxy may be completed online at by such time, in which case the paper form should not be returned. Your proxy may also be deposited with the Chairman of the Meeting prior to the

3 commencement thereof. Non-registered (beneficial) shareholders should carefully follow the instructions on the enclosed voting instruction form with respect to the procedures to be followed for voting. FOR ASSISTANCE IN CONNECTION WITH THE MEETING, KINDLY CONTACT THE MANAGER OF THE FUND AT 1 (800) Dated at Toronto, this 7 th day of September, By Order of the Board of Directors of Dynamic Venture Opportunities Fund Ltd. Rian Sharpe Rian Sharpe Chairman

4 SCHEDULE A TO NOTICE OF MEETING RESOLUTIONS OF THE SHAREHOLDERS OF THE FUND ORDINARY RESOLUTIONS WHEREAS the Board of Directors (the Board ) of Dynamic Venture Opportunities Fund Ltd. (the Fund ) has determined that it is in the best interests of the Fund and its shareholders to change the investment fund manager of the Fund from 1832 Asset Management L.P. to B.E.S.T. Investment Counsel Limited. (the Change of Manager ), as hereinafter provided. THEREFORE, BE IT RESOLVED THAT: 1. the proposed Change of Manager as described in the management information circular dated September 7, 2018 (the Circular ) and all matters relating thereto are hereby authorized and approved; 2. the Board is hereby authorized to revoke any of the above resolutions for any reason whatsoever in its sole and absolute discretion, without further approval of the shareholders of the Fund, at any time prior to the implementation of the Change of Manager, if it is considered to be in the best interests of the Fund and its shareholders not to proceed; and 3. any member of the Board and any director or officer of the investment fund manager of the Fund (or of a successor investment fund manager of the Fund), as applicable, is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such members or directors or officers shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendments to, assignment or termination of, or the entering into of new material agreements of the Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or their doing of any such act or thing. SPECIAL RESOLUTIONS WHEREAS the Board of Directors of Dynamic Venture Opportunities Fund Ltd. (the Fund ) has determined that it is in the best interests of the Fund and its shareholders to change the investment fund manager of the Fund from 1832 Asset Management L.P. to B.E.S.T. Investment Counsel Limited (the Change of Manager ), as described in the management information circular dated September 7, 2018 (the Circular ). AND WHEREAS the Board of Directors of the Fund (the Board ) has determined that it is in the best interests of the Fund and its shareholders to change the name of the Fund from Dynamic Venture Opportunities Fund Ltd. to B.E.S.T. Venture Opportunities Fund Inc. following completion of the Change of Manager (the Change of Name ), as hereinafter provided. THEREFORE, BE IT RESOLVED THAT: 1. the proposed Change of Name as described in the Circular and all matters relating thereto are hereby authorized and approved; 2. the Board is hereby authorized to revoke any of the above resolutions for any reason whatsoever in its sole and absolute discretion, without further approval of the shareholders of the Fund, at any

5 time prior to the implementation of the Change of Name, if it is considered to be in the best interests of the Fund and its shareholders not to proceed; and 3. any member of the Board and any director or officer of the investment fund manager of the Fund (or of a successor manager of the Fund), as applicable, is authorized and directed to execute or cause to be executed and to deliver or cause to be delivered all such documents, agreements and instruments and to do or cause to be done all such other acts and things as such members or directors or officers shall determine to be necessary or desirable in order to carry out the intent of the foregoing resolutions and the matters authorized thereby, including any amendments to the Articles of Incorporation of the Fund, such determination to be conclusively evidenced by their execution and delivery of such document, agreement or instrument or their doing of any such act or thing.

6 MANAGEMENT INFORMATION CIRCULAR DYNAMIC VENTURE OPPORTUNITIES FUND LTD. September 7 th, 2018

7 TABLE OF CONTENTS GENERAL... 1 PROXY AND VOTING INFORMATION... 1 Solicitation of Proxies... 1 Record Date... 1 Non-Registered (Beneficial) Holders... 2 Registered Holders... 2 Appointment of Proxies... 2 Revocation of Proxies... 3 Voting by Proxies... 3 Voting Shares and Principal Holders... 3 Quorum... 3 PURPOSE OF MEETING... 4 The Transaction LP and BEST... 5 More about BEST... 5 REQUESTED APPROVALS... 8 Resolutions... 8 Change of Manager... 9 Change of Name... 9 Change of Custodian... 9 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND... 9 MANAGEMENT ARRANGEMENTS... 9 Indebtedness of Directors or Executive Officers of the Manager INTEREST OF INFORMED PERSONS OR COMPANIES IN MATERIAL TRANSACTIONS BOARD OF DIRECTORS OF THE FUND AUDITOR ADDITIONAL INFORMATION OTHER BUSINESS DIRECTORS APPROVAL SCHEDULE A TO MANAGEMENT INFORMATION CIRCULAR... 1

8 MANAGEMENT INFORMATION CIRCULAR GENERAL On July 31, 2018, Dynamic Venture Opportunities Fund Ltd. (the Fund ) announced that the Board of Directors of the Fund (the Board ) approved the entering into by 1832 Asset Management L.P. ( 1832 LP ), the current investment fund manager and portfolio manager of the Fund, and B.E.S.T. Investment Counsel Limited ( BEST ), of an acquisition agreement providing for the acquisition by BEST of the management, services and principal distribution contracts of the Fund from 1832 LP (the Transaction ). The closing of the Transaction is subject to a number of conditions precedent, including receipt of the required approval of shareholders of the Fund. None of the costs of the Transaction will be borne by the Fund and will instead be borne by 1832 LP and/or BEST. Upon closing of the Transaction, BEST will become the investment fund manager, portfolio manager and principal distributor of the Fund. Additional details regarding the Transaction and related matters are set out in this management information circular (this Circular ) and in the notice of a special meeting of the shareholders of the Fund dated September 7 th, 2018 that accompanies this Circular (the Notice ). This Circular is being furnished in connection with a special meeting (the Meeting ) of shareholders of the Fund called for the purpose of considering and voting on resolutions in connection with the Transaction (collectively, the Resolutions ) and to transact such other business for the Fund as may properly come before the Meeting. The proposed Resolutions include approvals (i) to change the manager of the Fund from 1832 LP to BEST and (ii) to change the name of the Fund from Dynamic Venture Opportunities Fund Ltd. to B.E.S.T. Venture Opportunities Fund Inc. A copy of the full text of the proposed Resolutions is attached as Schedule A to this Circular. The Meeting will be held on October 10, 2018 at 12:00 p.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto,. References in this Circular to the Meeting include references to any adjournment or postponement thereof, as the context requires. Except as otherwise stated, the information contained in this Circular is given as of August 21, Solicitation of Proxies PROXY AND VOTING INFORMATION This Circular is being furnished in connection with the solicitation by management of the Fund of proxies to be used at the Meeting which is being held on October 10, 2018 at 12:00 p.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, for the purposes set forth in the Notice. While management of the Fund intends to solicit proxies primarily by mail, some proxies may be solicited personally, or by facsimile transmission by directors or officers of the Fund at a nominal cost. The cost of such solicitation, if any, will be borne by 1832 LP and not by the Fund. The Fund may employ soliciting agents on commercially reasonable terms to assist the Fund with the solicitation of proxies. The cost of any soliciting agents engagement will be borne by 1832 LP and not by the Fund. Record Date The Board has fixed the close of business on August 31, 2018 as the record date (the Record Date ) for the Meeting. You are only entitled to notice of the Meeting and to vote at the Meeting if you were a shareholder of record in the Fund as of the close of business on the Record Date. The Record Date is also the date of determination of beneficial ownership of shares of the Fund for the purpose of determining which shareholders are entitled to receive notice of, and to vote at, the Meeting.

9 . Non-Registered (Beneficial) Holders A person is a non-registered (beneficial) shareholder ("Non-Registered Holder") if his, her or its shares are held in a nominee s name such as a bank, trust company, securities broker or other nominee. Only registered holders of shares of the Fund or the persons such holders appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, shares beneficially owned by a Non-Registered Holder are registered in the name of an intermediary that the Non-Registered Holder deals with in respect of the shares, such as, among others, dealers through which the Non-Registered Holder purchased his, her or its shares LP, on behalf of management of the Fund, will send an omnibus proxy to each intermediary to obtain their consent to permit management of the Fund to vote the shares registered in the name of the intermediary in accordance with voting instructions received from the Non-Registered Holders whose shares are represented by the omnibus proxy. Non-Registered Holders will be sent a voting instruction form, which must be completed and signed by the Non-Registered Holder in accordance with the directions on the voting instruction form (which will permit the completion of the voting instruction form online). The purpose of this procedure is to permit Non-Registered Holders to direct 1832 LP, on behalf of management of the Fund, with respect to the voting of the shares the Non-Registered Holders beneficially own. Should a Non-Registered Holder who receives a voting instruction form wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should follow the instructions on the voting instruction form. Non-Registered Holders should carefully follow the instructions on the voting instruction form. Registered Holders A person is a registered shareholder if his, her or its shares are held in his, her or its own name. Registered shareholders that beneficially own the shares of the Fund that are registered in their name will receive a form of proxy for the Meeting. Appointment of Proxies The persons named in the form of proxy provided are independent directors of the Fund. A shareholder has the right to appoint a person or company (who need not be a shareholder of the Fund) other than the person or company, if any, designated in the form of proxy, to represent the shareholder at the Meeting. To exercise this right, a shareholder may either insert such other person s or company s name in the blank space provided in the form of proxy provided, or complete another proper form of proxy. In order to be voted at the Meeting, your proxy must be received at Proxy Processing Department, 94 Scarsdale Road, North York,, M3B 9Z9, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting or any adjournment or postponement thereof. Alternatively, you may either fax your proxy to 1 (888) by such time, in which event you should ensure that all pages of your proxy are returned, or the proxy may be completed online by the specified time at by such time, in which case the paper form should not be returned. Your proxy may also be deposited with the Chairman of the Meeting prior to the commencement thereof. Non-registered (beneficial) shareholders should carefully follow the instructions on the enclosed voting instruction form with respect to the procedures to be followed for voting. FOR ASSISTANCE IN CONNECTION WITH THE MEETING, KINDLY CONTACT THE MANAGER OF THE FUND AT 1 (800)

10 Revocation of Proxies In addition to revocation in any other manner permitted by law, a shareholder may revoke a proxy given pursuant to this solicitation by depositing an instrument in writing (including another proxy bearing a later date) executed by the shareholder or by an attorney authorized in writing or by transmitting, by telephonic or electronic means, a revocation that is signed by electronic signature to Proxy Processing Department, 94 Scarsdale Road, North York,, M3B 9Z9, or at the registered office of the Fund, 1 Adelaide Street East, 28th Floor, Toronto,, M5C 2V9, at any time up to and including the last business day preceding the day of the Meeting or with the Chairman of the Meeting on the day of the Meeting before the taking of any vote in respect of which the proxy is to be used. If a person who executed a proxy attends in person at the Meeting at which the proxy is to be used, the proxy is thereupon revoked. Voting by Proxies Shares of the Fund represented by properly executed and valid proxies which appoint the management representatives designated in the form of proxy provided will be voted for each of the matters as described in this Circular to be voted on by shareholders or withheld from voting or voted against, if so indicated on the form of proxy, and in accordance with the instructions of the shareholder on any ballot that may be called for. Where no choice is specified, the proxy will confer discretionary authority in respect of the matters to be voted on and will be voted in favour of each Resolution for which no choice has been specified. The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. At the date of this Circular, management of the Fund is not aware of any such amendments, variations or other matters. In the event that such amendments, variations or other matters properly come before the Meeting, the management representatives of the Fund designated in the form of proxy intend to vote in accordance with their judgment pursuant to the discretionary authority conferred by such proxy. Voting Shares and Principal Holders The authorized capital of the Fund consists of an unlimited number of Class A Shares ( Class A Shares ), issuable in series, 1,000 Class B Shares ( Class B Shares ) and an unlimited number of Class C Shares ( Class C Shares ), issuable in series. As of the close of business on the Record Date, there were 374, Class A Shares, Series I, 2,051, Class A Shares, Series II, four (4) Class B Shares and no Class C Shares issued and outstanding. Each shareholder of record at the close of business on the Record Date is entitled to one vote for each Class A Share and each Class B Share shown as registered in the shareholder s name on the list of shareholders prepared as of the Record Date. A holder of record of a fractional Class A Share is entitled to exercise voting rights to the extent of such fraction. To the knowledge of the directors and officers of the Fund, as at the Record Date, the only persons or companies that beneficially own, or control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to any class of voting shares of the Fund are the Labourers International Union of North America, UNITE HERE Canada, the United Brotherhood of Carpenters and Joiners of America and the United Food and Commercial Workers International Union, Canadian Region, each of which own one (1) Class B Share representing 25% of the issued and outstanding Class B Shares of the Fund. Quorum In order for the Meeting to be duly constituted for the transaction of business of the Fund, at least two (2) individuals must be present in person, each of whom must be either a shareholder entitled to attend and vote at the Meeting or a proxyholder appointed by such a shareholder

11 PURPOSE OF MEETING The Transaction In response to a request made to the Board by 1832 LP for the Board to consider options for the Fund to continue its operations without 1832 LP as manager, the Board established an independent committee (the Special Committee ) comprised of certain of the independent members of the Board to consider available and appropriate options for the future operation of the Fund. A number of discussions and enquiries were conducted including a canvas by the Special Committee on behalf of the Board of qualified investment funds and portfolio managers which had an interest in succeeding 1832 LP in its various roles. After considering all feasible options for the Fund, and reviewing the Transaction and the Acquisition Agreement (as defined below) and conducting detailed due diligence on BEST and its management team, the Special Committee issued a report to the Board stating that the Special Committee viewed the Transaction as being in the best interests of the Fund and its shareholders and accordingly recommended the Transaction to the Board for the Board s approval. On July 31, 2018, the Fund announced that the Board approved the entering into by 1832 LP, the current investment fund manager and portfolio manager of the Fund, and BEST, of an acquisition agreement (the Acquisition Agreement ) providing for the acquisition by BEST of the management, services and principal distribution contracts of the Fund from 1832 LP by way of assignment. The Acquisition Agreement was executed on July 31, 2018 and a copy of it has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR) under the Fund s profile. Upon closing of the Transaction, BEST will become the investment fund manager, portfolio manager and principal distributor of the Fund. The Acquisition Agreement also includes provisions relating to the change of the custodian of the Fund from the current custodian, State Street Trust Company Canada, to CIBC Mellon Trust Company, subject to the agreement of such parties (the Change of Custodian ). Following the completion of the change of investment fund manager from 1832 LP to BEST (the Change of Manager ), the name of the Fund will be changed from Dynamic Venture Opportunities Fund Ltd. to B.E.S.T. Venture Opportunities Fund Inc. (the Change of Name ). The completion of the Transaction is subject to the satisfaction of certain closing conditions, including the approval of shareholders in respect of the Change of Manager and Change of Name, and the approval of the applicable securities regulatory authorities in respect of the Change of Manager and Change of Custodian, as set out in more detail under Requested Approvals below. The Transaction is scheduled to close by the third business day following the day on which the closing conditions set out in the Acquisition Agreement have been satisfied or waived, which is expected to occur in the fall of 2018, following the Meeting (assuming all conditions of closing are satisfied, including obtaining the required shareholder and regulatory approvals). Pursuant to the Acquisition Agreement, none of the costs of the Transaction will be borne by the Fund. The costs of the Transaction will instead be borne by 1832 LP and/or BEST. The Board has approved the Transaction as being in the best interests of the Fund and its Shareholders. The independent review committee of the Fund (the IRC ) has reviewed the Transaction and has provided a recommendation to 1832 LP that, in the IRC s opinion, after reasonable inquiry, the Transaction, if implemented, would achieve a fair and reasonable result for the Fund. Although the IRC has considered the Transaction (including the proposed Change of Manager), it is not the role of the IRC to recommend that Shareholders vote in favour of the Transaction. Shareholders should instead review the Transaction independently and make their own decisions. It is expected that the closing of the Transaction and Change of Manager will be effected shortly after the date of the Meeting, provided that the conditions of closing of the Transaction are met by such time, including the requirement to obtain the required shareholder approval and the required approval of the applicable securities regulatory authorities as further described under Requested Approvals below. Upon closing of the Transaction (including completion of the Change of Manager), the current members of the IRC of the Fund will cease to act as members pursuant to Section 3.10(1)(b) of National Instrument - 4 -

12 Independent Review Committee of Investment Funds and BEST, as manager of the Fund at that time, will appoint new members to serve on the IRC of the Fund upon closing. BEST intends to appoint the members the independent review committee that BEST has established for B.E.S.T. Total Return Fund Inc., a labour sponsored investment fund corporation formed in 2003 (the BEST Fund ), as the new IRC of the Fund. Accordingly, upon closing of the Transaction, the IRC of the Fund (the New IRC) is expected to comprise Geoffrey Ralph Bedford (Chairman), Aleksandar Daskalovic and Brent William Bere. The New IRC will be responsible for overseeing all conflict of interest matters relating to the operation of investment funds managed by BEST and its affiliates. The reasonable fees and expenses of members of the New IRC, as well as a premium for insurance coverage for such members, will be paid by the Fund and the other investment funds managed by BEST for which the New IRC may act as the independent review committee, and allocated among such funds on a basis that, in BEST s view, is considered fair and reasonable. BEST will set the initial compensation of the New IRC following closing of the Transaction as follows: the Chairman of the New IRC will receive an annual fee of $7,500, each other member of the New IRC will receive an annual retainer of $5,500 and each New IRC member is entitled to a $660 per meeting fee. In addition, the Fund will indemnify the members of the New IRC against certain liabilities. The New IRC will prepare, at least annually, a report of its activities for shareholders which will be available on the Fund s website Change of Custodian State Street Trust Company Canada is the custodian of the Fund. BEST currently manages the BEST Fund. The custodian of the BEST Fund is CIBC Mellon Trust Company. Accordingly, to achieve operational efficiencies and economies of scale, it is proposed that the custodian of the Fund be changed from State Street Trust Company Canada to CIBC Mellon Trust Company. CIBC Mellon Trust Company must meet all applicable regulatory requirements to act as the Fund s custodian following the closing of the Transaction, including those requirements prescribed by National Instrument Investment Funds ( NI ). Under NI , the approval of the applicable securities regulatory authority is required before the Change in Custodian is implemented, since the Change of Custodian will be made in connection with the proposed Change of Manager, 1832 LP, on behalf of the Fund, is applying to the applicable securities regulatory authority to obtain that approval LP and BEST 1832 LP has decided to exit the business of acting as investment fund manager of labour-sponsored investment funds (such as the Fund), and accordingly, following completion of the Transaction 1832 LP will no longer act as investment fund manager of the Fund or any other labour-sponsored investment fund. BEST is, and following completion of the Transaction will remain, in the business of acting as investment fund manager of labour-sponsored investment funds. More about BEST BEST, established in 1998, is experienced in raising, investing and managing venture capital and venture debt for companies in emerging sectors. BEST also has substantial experience managing public equity and fixed income securities. BEST currently manages the BEST Fund and has been the manager and - 5 -

13 investment advisor of two other mutual funds. BEST works closely with founders, entrepreneurs and its network of business partners to meet the challenges faced by growing Canadian companies. The registered office of BEST is 181 Bay Street, Suite 810, Toronto, M5J 2T3. BEST can be contacted by telephone at or (toll free) BEST (2378) or by at Further information about BEST may be found on its website at The name, municipality of residence, position with BEST and principal occupation of each director and executive officer of BEST are set forth below: Name and Municipality of Residence Positions with BEST Principal Occupation (1) John Michael Anthony Richardson (2) Waterdown, President and Director Chief Executive Officer of each of the BEST Fund and T1 General Partner Corp. and President and a director of BEST and President, sole director and corporate secretary of B.E.S.T. Capital Administration Inc. Thomas William Robert Lunan Toronto, Vice-President and Chief Compliance Officer Chief Financial Officer of each of the BEST Fund and T1 General Partner Corp. and Vice-President and Chief Compliance Officer of BEST Mark D. Donatelli Toronto, Vice-President Corporate Secretary of the BEST Fund and Vice-President of BEST Richard Alexander Brown Toronto, Director Consultant David Rodney Kenneth Bernard Allen, Texas, U.S.A. Director Business + Information Solutions for Global R&D and Sustainability at PepsiCo Robert John Roy Toronto, Director Consultant (1) Each of the directors and officers of BEST has held the principal occupation listed above for the last five years, except as set out below. (2) BEST is a wholly owned subsidiary of Inc. Mr. Richardson controls Inc. and is a director and officer of Inc. The following is a brief biographical description for each director and executive officer of BEST. John Michael Anthony Richardson is the founder, President and a director of BEST and the Chief Executive Officer of the BEST Fund. Currently, he serves as a director on a number of private company boards. He is a Chartered Accountant, Chartered Professional Accountant, Chartered Business Valuator and holds a Master of Business Administration degree from the State University of New York. Thomas William Robert Lunan is the Vice-President and Chief Compliance Officer of BEST and the Chief Financial Officer of each of the BEST Fund and T1 General Partner Corp. Prior to joining BEST, Mr. Lunan was a Manager, Company Listings at the Toronto Stock Exchange (the TSX ) and, prior to that, - 6 -

14 Mr. Lunan was at the Securities Commission in the Corporate Finance Branch. Mr. Lunan is a past director of Canadian World Fund Ltd., a TSX listed closed-end fund and the Toronto CFA Society and a director of several private companies. Mr. Lunan is a Chartered Accountant and has been awarded the Chartered Financial Analyst designation. Mark David Donatelli is a Vice President with BEST and is involved in conducting due diligence on prospective opportunities as well as business development planning and regulatory compliance. Mr. Donatelli is Corporate Secretary of the BEST Fund. Prior to joining BEST, Mr. Donatelli was involved in a range of business functions, including managerial roles in finance and accounting at Wave Financial Inc., Northbridge Financial Corp., a Fairfax Company, PricewaterhouseCoopers LLP and OpenText Corp. He is a Chartered Financial Analyst, Chartered Accountant, Chartered Professional Accountant and Chartered Business Valuator. Richard Alexander Brown is a consultant to and an investor in various finance, security software and manufacturing companies. Mr. Brown was the founder of H.D. Brown Enterprises Ltd., one of the largest sporting goods distributors and manufacturers in Canada until its sale in Mr. Brown is also a director of various private companies. David Rodney Kenneth Bernard is currently Senior Vice President, Chief Information Officer (CIO) of Dean Foods Inc. and is responsible for the Company s information technology solutions and innovation. Mr. Bernard was previously at PepsiCo, where he most recently served as a member of its Global Executive IT Leadership Team and led the Global Research and Development and Sustainability IT Business Engagement Team from 2014 to During his 21-year tenure with PepsiCo, Mr. Bernard served in a number of information technology and innovation leadership roles, including CIO Frito Lay Canada, CIO PepsiCo UK & Ireland, CIO Power of One Sales and Global Marketing, and Global Innovation Strategy and Services. He was a member of the CIO IT Leadership Team for PepsiCo s Global Functions (2010 to 2017), PepsiCo International (2007 to 2010), and Frito Lay North America (2001 to 2007) and served on the Finance Leadership Team for Frito Lay International (1995 to 2001). Mr. Bernard currently serves as a Board Member of Toronto-based B.E.S.T. Investment Counsel Limited, a privatelyheld investment firm which is the manager and investment advisor of B.E.S.T. Total Return Fund Inc. He is a former member of the Board of Directors of Aidmatrix Foundation, Inc., a supply chain software developer for non-profits and humanitarian and disaster relief organizations. Robert John Roy is currently a consultant to a number of business ventures. He is also a director of T1 General Partner Corp. He was the Managing Director of Equity and Head of Ventures for Roynat Capital, a subsidiary of a Canadian chartered bank, from January 1996 to July While at Roynat, Mr. Roy was involved in sourcing, structuring, investing, monitoring and divesting its equity investments as well as representing Roynat s interests on the board of numerous investee companies. Mr. Roy has over 30 years experience in mergers and acquisitions, private equity and venture capital. He received his Chartered Accountant designation in 1981 and received a Bachelor of Commerce degree from McMaster University in He served as a Director of the Canadian Venture Capital Association from and was Conference Chairman in As of the date hereof, none of the directors or officers of BEST own any securities of the Fund. Benefits of the Proposed Transaction Benefits to shareholders of the Funds of the Transaction, including specifically the proposed Change of Manager, are anticipated to include the following: 1832 LP has decided to exit the business of managing labour-sponsored investment funds (such as the Fund) and therefore has chosen to focus on its other product lines. BEST is and following the completion of the Transaction will remain in the business of managing labour-sponsored investment funds and has therefore chosen to focus more on labour-sponsored investment funds

15 The education and experience of each of the directors and executive officers of BEST, as described above under More about BEST, demonstrates that these individuals have managed investment fund portfolios for many years and are sophisticated and experienced in the investment fund industry and specifically in the labour-sponsored investment fund industry. BEST intends to manage and administer the Fund in substantially the same manner as 1832 LP. BEST has no current intention to change the fundamental investment objective or strategies or fees and expenses to the Fund. BEST has no current intention to change any of the material agreements of the Fund in any material way, except that a new custodian agreement will be entered into in connection with the Change of Custodian. The Transaction, if implemented, would give shareholders the opportunity to continue participating in the Fund and its benefits. BEST has expended significant resources in furtherance of the proposed Transaction, which indicates BEST s desire and financial commitment to complete the Transaction in the interest of the long-term success of the Fund. The Change of Manager, Change of Custodian and Change of Name should not have any income tax consequences to the Fund and Shareholders in and of themselves. Failure to Approve the Proposed Transaction If shareholders of the Fund do not approve the Resolutions with respect to the Transaction, the Board will continue to evaluate options that are available to the Fund in the best interest of shareholders, but the management agreement of the Fund may be terminated by 1832 LP providing 60 days prior written notice to the Fund that it wishes to resign from its appointment as investment fund manager. In such a case, there is no guarantee that a successor manager could be appointed by the Fund in a timely manner, which could have adverse consequences to shareholders of the Fund including adverse effects on the Fund s performance and liquidity and the potential termination of the Fund which could result in negative tax consequences to certain shareholders. Resolutions REQUESTED APPROVALS The Meeting is being held for shareholders of the Fund to approve of the Change of Manager and Change of Name. Accordingly, at the Meeting shareholders of the Fund will be asked to consider, and if deemed advisable: (i) (ii) to pass an ordinary resolution to approve the Change of Manager, and to pass a special resolution to approve the Change of Name. Shareholders will also be asked to authorize any member of the Board and any director or officer of the Manager (or of a successor investment fund manager of the Fund) to do or cause to be done all such other acts and things as such members or directors or officers shall determine to be necessary or desirable in order to carry out the intent of the Resolutions and the matters authorized thereby. The resolutions will only be effective if the requisite number of affirmative votes attaching to the shares of the Fund are received for each particular resolution, as set out above. Notwithstanding the receipt of all required approvals, 1832 LP or the Board may, in their sole discretion, decide not to proceed with, or to delay, the implementation of the resolutions at any time prior to the implementation of the particular resolution if it is considered to be in the best interests of the Fund and its shareholders not to proceed. The full text of the Resolutions to be considered at the Meeting in connection with the above matters is set out in Schedule A to this Circular

16 The Board has approved the Transaction as being in the best interests of the Fund and its shareholders and recommends that shareholders vote FOR each of the Resolutions set out in Schedule A hereto. Change of Manager Pursuant to NI , the approval of the securityholders of an investment fund is required to change the investment fund manager unless the new manager is an affiliate of the current manager. As 1832 LP and BEST are not affiliates, the approval of the shareholders of the Fund is required before the Change of Manager can occur. Specifically, the approval of shareholders must be given by way of an ordinary resolution passed by at least a majority (i.e., more than 50%) of the votes cast by Shareholders at the Meeting. The full text of the Change of Manager Resolution to be considered at the Meeting is set out in Schedule A to this Circular. NI also requires that the approval of the applicable securities regulatory authority be obtained before the Change of Manager occurs LP, on behalf of the Fund, is applying to the applicable securities regulatory authority to obtain that approval. Change of Name The Fund is incorporated under the Canada Business Corporations Act ( CBCA ). The Change of Name may be effected by amending the Fund s Articles of Incorporation pursuant to the CBCA, provided that the amendment is approved by special resolution of the shareholders of the Fund. As a result, the approval of the Change of Name is being sought at the Meeting by way of special resolution, i.e., passed by not less than two-thirds of the votes cast by the shareholders at the Meeting in respect of such Resolution. The full text of the Change of Name Resolution to be considered at the Meeting is set out in Schedule A to this Circular. Change of Custodian The approval of the shareholders of the Fund is not required in respect of the Change of Custodian. However, because the Change of Custodian will be made in connection with the Change of Manager, NI requires that the approval of the applicable securities regulatory authority be obtained before the Change of Custodian occurs LP, on behalf of the Fund, is applying to the applicable securities regulatory authority to obtain that approval. PROXIES RECEIVED WILL BE VOTED IN FAVOUR OF EACH OF THE RESOLUTIONS ATTACHED AS SCHEDULE A HERETO UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE VOTED AGAINST THE APPLICABLE RESOLUTIONS. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND None of the directors, executive officers, employees, nominees or former directors, executive officers or employees of the Fund or any of its subsidiaries or any associate of any current director, executive officer or nominee is indebted to the Fund or had indebtedness outstanding as at a date within thirty days before the date of this Circular, other than routine indebtedness (if any). MANAGEMENT ARRANGEMENTS Pursuant to a management agreement (the "Management Agreement") dated as of November 13, 1996, as amended, 1832 LP, 1 Adelaide Street East, 28th Floor, Toronto,, M5C 2V9, acts as the investment fund manager of the Fund (the Manager ). For its services under the Management Agreement, the Manager is entitled to be paid by the Fund an annual management fee equal to 3% of the net asset value of the Fund and to be reimbursed for expenses it incurs on behalf of the Fund. The Manager is also entitled to be paid an annual performance - 9 -

17 fee equal to 20% of the amount by which the increase in value of the venture investment portfolio of the Fund (including revenues, net of expenses, from the venture investment portfolio) exceeds a benchmark equal to the average annual percentage rate of return for three to five year Government of Canada bonds during such financial year of the Fund plus 3%. Since the commencement of the most recently completed financial year of the Fund (which commenced September 1, 2017) until August 21, 2018, $1,154,938 in management fees and nil in performance fees on the performance of the Fund s venture investment portfolio, as described above, were paid or payable to the Manager, inclusive of HST. The initial term of the Manager in respect of the Fund is approximately five years and is automatically renewed for a further five years unless, at least 60 days prior to any such automatic renewal, the Fund gives written notice to the Manager of the Fund intent not to renew the Management Agreement. Further, the Management Agreement may be terminated by the Fund, with the approval of the holders of the Class A Shares (the Class A Shareholders ) evidenced by a resolution of the Class A Shareholders, upon not less than 90 days written notice to the Manager in the event of the commission by the Manager of any material fraudulent act or any material deliberate misrepresentation or the persistent failure of the Manager to perform its duties and discharge its obligations or the continuing malfeasance or misfeasance of the Manager in the performance of its duties or if the Manager becomes bankrupt or insolvent, passes a resolution for its winding-up or dissolution or is ordered dissolved or makes a general assignment for the benefit of creditors. In addition, the Manager may resign from its appointment as Manager upon not less than 60 days prior written notice to the Fund. Upon completion of the Transaction, and subject to the conditions of closing and other approvals described in this Circular, the Management Agreement will be assigned by 1832 LP to BEST. As at August 21, 2018, the names and province of residence of each executive officer of 1832 LP are as follows: Name Glen Gowland Simon Mielniczuk Bruno Carchidi Anil Mohan Province of Residence As at August 21, 2018, the names and provinces of residence of each executive officer and director of 1832 Asset Management G.P. Inc., the general partner of 1832 LP, are as follows: Name John Pereira Jim Morris Glen Gowland Brett Bastin Craig Gilchrist Erin Griffiths Anil Mohan Simon Mielniczuk Gregory Joseph Province of Residence Pursuant to a services agreement (the Services Agreement ) dated August 1, 1996, as amended, the Manager also provides the Fund with certain administration support services. For its services under the Services Agreement, the Manager is entitled to be paid by the Fund an annual administration fee of $150,000 per annum. Since the commencement of the most recently completed financial year of the Fund

18 (which commenced September 1, 2017) until August 21, 2018, $164,856 was paid or payable to the Manager in administration fees, inclusive of HST. The Fund is responsible for all of its operating and other expenses except to the extent that another party agrees to assume such expenses. Under the Services Agreement, the initial term of the Manager in respect of the Fund is approximately five years and is automatically renewed for a further five years unless, at least 60 days prior to any such automatic renewal, the Fund gives written notice to the Manager of the Fund s intent not to renew the Services Agreement. Further, the Services Agreement may be terminated by the Fund, with the approval of the Class A Shareholders evidenced by a resolution of the Class A Shareholders, upon not less than 90 days written notice to the Manager in the event of the commission by the Manager of any material fraudulent act or any material deliberate misrepresentation or the persistent failure of the Manager to perform its duties and discharge its obligations or the continuing malfeasance or misfeasance of the Manager in the performance of its duties or if the Manager becomes bankrupt or insolvent, passes a resolution for its winding-up or dissolution or is ordered dissolved or makes a general assignment for the benefit of creditors. Notwithstanding the foregoing, the Fund is not entitled to terminate or not renew the Services Agreement at any time that the Management Agreement continues to be in effect. In addition, the Manager may resign from its appointment pursuant to the Services Agreement upon not less than 30 days prior notice to the Fund. Upon completion of the Transaction, and subject to the conditions of closing and other approvals described in this Circular, the Services Agreement will be assigned by 1832 LP to BEST. Pursuant to a principal distribution agreement (the Principal Distribution Agreement ) dated December 23, 2003 between the Fund and the Manager, the Manager acts as principal distributor of the Class A Shares, Series II ( Series II Shares ). For its services under the Principal Distribution Agreement, the Manager is entitled to be paid by the Fund an annual principal distribution fee equal to 1.25% of the net asset value of the Class A, Series II Shares. Since the commencement of the most recently completed financial year of the Fund (which commenced September 1, 2017) until August 21, 2018, $405,137 was paid or payable to the Manager under the Principal Distribution Agreement, inclusive of HST. The Principal Distribution Agreement may be terminated by the Manager or the Fund with the written consent of both parties provided that the Manager may resign from its appointment as principal distributor upon not less than 60 days prior notice to the Fund. Upon completion of the Transaction, and subject to the conditions of closing and other approvals described in this Circular, the Principal Distribution Agreement will be assigned by 1832 LP to BEST. Indebtedness of Directors or Executive Officers of the Manager Since the start of the Fund s most recently completed financial year, neither the Manager, its directors and executive officers nor their respective affiliates and associates, as applicable, were indebted to the Fund or were involved in any transaction or arrangement with the Fund other than as set out herein. INTEREST OF INFORMED PERSONS OR COMPANIES IN MATERIAL TRANSACTIONS Pursuant to the Management Agreement, the Services Agreement and the Principal Distributor Agreement, the Fund has retained the Manager to provide various services to the Fund. Mr. Stephan Smith, of Toronto,, Mr. Justin Ashley, of Toronto, and Mr. Simon Mielniczuk, of Toronto,, each of whom is a director and/or executive officer of the Fund, is also an executive officer and/or employee of 1832 LP. Mr. Stephan Smith is also the portfolio manager of the Fund. With the exception of the Management Agreement, the Services Agreement and the Principal Distributor Agreement, and other than Mr. Smith, Mr. Ashley and Mr. Mielniczuk, no informed person of the Fund, director of the Fund, nor any associate or affiliate of any informed person or director has or has had a material interest, direct or indirect, in any transaction (including the Transaction) since the