PenderFund Capital Management Ltd. Pender Small Cap Opportunities Fund

Transcription

1 No securities regulatory authority has expressed an opinion about these units and it is an offence to claim otherwise. None of the securities described in this document nor the Funds are registered with the United States Securities and Exchange Commission. PenderFund Capital Management Ltd. ANNUAL INFORMATION FORM for Pender Small Cap Opportunities Fund Offering Class A, Class B, Class F, Class G, Class I, Class N and Class O Units and Pender Canadian Opportunities Fund Pender North American Small Cap Fund Pender Strategic Growth and Income Fund Pender Value Fund Offering Class A, Class D, Class F, Class H, Class I and Class O Units and Pender Corporate Bond Fund Pender US All Cap Equity Fund Offering Class A, Class A (US$), Class D, Class F, Class F (US$), Class H, Class I and Class O Units June 25, 2018

2 Table of Contents Name, Formation and History of the Funds... 1 Introduction... 1 Investment Restrictions and Practices... 2 National Instrument Change in Objectives and Strategies... 2 Description of Securities of the Funds... 3 Classes of Units... 3 Conversion and Switching... 3 Redemption Rights... 3 Distribution Rights... 3 Voting Rights... 4 Valuation of Securities and Calculation of Net Asset Value... 4 Purchases, Switches and Changing Classes... 7 Purchases... 7 Changing Classes... 7 Switches... 8 Redemptions... 8 Pre-Authorized Chequing Plans (PAC)... 9 Short-Term Trading... 9 Responsibility for Fund Operations... 9 Manager... 9 Officers and Directors of the Manager... 9 Terms of Management Agreement Independent Review Committee Brokerage Arrangements Trustee Promoter Custodian Registrar Auditor Conflicts of Interest Principal Holders of Securities Fund Governance Codes of Ethics Risk Management Fund Governance over Portfolio Advisors Derivatives Trading Securities Lending Transactions Short Selling Risk Management Proxy Voting Disclosure Proxy Voting Record Short-Term Trades Independent Review Committee Fees and Expenses Management Fees Operating Expenses Performance Fees Fee Distributions Income Tax Considerations for Investors Taxation of the Funds For Units Not Held in a Registered Plan For Units Held in a Registered Plan... 25

3 Information Exchange Material Contracts Certificate of the Funds, the Manager, the Promoter and the Trustee ii

4 Name, Formation and History of the Funds Introduction This annual information form contains information concerning the following mutual funds: Pender Canadian Opportunities Fund Pender Corporate Bond Fund Pender North American Small Cap Fund Pender Small Cap Opportunities Fund Pender Strategic Growth and Income Fund Pender US All Cap Equity Fund Pender Value Fund (each, a Fund, and collectively, the Funds ). Each of the Funds is managed by PenderFund Capital Management Ltd. ( Pender or the Manager ). The Manager may start other mutual funds, investment funds or venture funds in the future. To make this document easier to read and understand, we have used personal pronouns throughout much of the text. References to Pender, the "Manager", our, we or us generally refer to Pender in its capacity as Manager of the Funds. References to you are directed to the reader as a potential or actual investor in the Funds. References to Dealer refer to both the dealer and the registered representative in your jurisdiction who advises you on your investment. Head Office The head office of the Funds and the Manager is located at West Hastings St., Vancouver, BC V6E 3X1. Formation and History of the Funds Each of the Funds is an open-end investment trust governed under the laws of the Province of British Columbia pursuant to the Tenth Amended and Restated Mutual Fund Trust Agreement dated May 22, 2018 (originally dated May 26, 2009) (the Trust Agreement ) between Pender, in its capacity as Manager of the Funds, and Pender, in its capacity as trustee of the Funds. Pender Corporate Bond Fund and Pender Small Cap Opportunities Fund were formed on May 26, The amendments to the Trust Agreement on October 18, 2010 were made to create the Pender Strategic Growth and Income Fund and Pender Canadian Opportunities Fund and to address administrative matters. The amendments to the Trust Agreement on March 20, 2012 were made to reflect the change of trustee of the Funds to Pender. The amendments to the Trust Agreement on June 27, 2013 were made to create the Pender US All Cap Equity Fund and Pender Value Fund. The amendments to the Trust Agreement on August 13, 2013 and June 18, 2014 were made to add additional classes to the Funds. The amendments to the Trust Agreement on May 22, 2015 were made to add additional classes to the Funds and amend the investment objective of the Pender Canadian Opportunities Fund. The amendments to the Trust Agreement on September 9, 2015 were made to change the name of the Pender Balanced Fund to Pender Strategic Growth and Income Fund and to change the name of Pender Canadian Equity Fund to Pender Canadian Opportunities Fund. The amendments to the Trust Agreement on May 20, 2016 were made to add additional classes to the Pender Canadian Opportunities Fund. The amendments to the Trust Agreement on April 27, 2017 were made to add additional classes to the Pender 1

5 Small Cap Opportunities Fund and the Pender Strategic Growth and Income Fund. On April 28, 2017, with consent from the independent review committee, the Pender Small Cap Opportunities Fund acquired all of the assets of Pender Small Cap Equity Fund. Pender Small Cap Equity Fund was a pooled fund distributed pursuant to certain exemptions found in National Instrument Prospectus Exemptions and was wound up on April 28, The amendments to the Trust Agreement on May 22, 2018 were made to add the Pender North American Small Cap Fund and to add additional classes to the Pender Small Cap Opportunities Fund. The Trust Agreement may be examined by holders of units ( Unitholders ) of the Funds at the head office of the Manager during regular business hours. You can contact the Manager at or info@penderfund.com for more details. The Trust Agreement can also be found on the SEDAR website at On June 25, 2018, the Funds filed a simplified prospectus (the Simplified Prospectus ) with the securities authorities in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec, Saskatchewan, Northwest Territories, Nunavut, and Yukon Territory. The Funds have entered into certain material contracts since formation, as set forth in the Material Contracts section of this annual information form. National Instrument Investment Restrictions and Practices The Simplified Prospectus contains detailed descriptions of the investment objectives, investment strategies and the investment risks for each of the Funds. In addition, the Funds are subject to certain restrictions and practices contained in securities legislation, including National Instrument Investment Funds ( NI ), which are designed, in part, to ensure that the investments of mutual funds are diversified and relatively liquid and to ensure the proper administration of the Funds. The Funds will be managed in accordance with these restrictions and practices. The Funds will obtain relief from the securities regulatory authorities before implementing any variations from these restrictions and practices. On March 18, 2016, the Pender Corporate Bond Fund was granted an exemption from the restrictions found in subsections 2.5(2)(a) and (c) of NI in order to permit it to invest in credit closed-end funds. Credit closed-end funds are non-redeemable investment funds whose securities are traded on a recognized exchange in Canada or the United States, are distributed in Canada or the United States, invest primarily in fixed income and, in respect of a Canadian credit closed-end fund, are subject to NI A copy of the investment restrictions and practices applicable to and adopted by the Funds may be obtained from the Manager upon request. Change in Objectives and Strategies The fundamental investment objectives and the investment strategies of each Fund are set out in the Simplified Prospectus. The fundamental investment objectives of the Funds may only be changed with the approval of the Independent Review Committee and a simple majority of the unitholders of all classes of units of the Funds at a meeting called for that purpose. The Manager may change a Fund s investment strategies from time to time at its discretion. 2

6 Description of Securities of the Funds Classes of Units The Funds are authorized to have an unlimited number of classes of units and may issue an unlimited number of units of each class. The following table lists the classes each Fund has created and authorized and each class it offers for purchase under the Simplified Prospectus: Fund Classes Authorized Classes Offered for Purchase Pender Canadian Opportunities Fund A, D, F, H, I, O A, D, F, H, I, O Pender Corporate Bond Fund A, A (US$), D, F, F (US$), H, I, O A, A (US$), D F, F (US$), H, I, O Pender North American Small Cap Fund A, D, F, H, I, O A, D, F, H, I, O Pender Small Cap Opportunities Fund A, B, F, G, I, N, O A, B, F, G, I, N, O Pender Strategic Growth and Income Fund A, D, F, H, I, O A, D, F, H, I, O Pender US All Cap Equity Fund A, A (US$), D, F, F (US$), H, I, O A, A (US$), D F, F (US$), H, I, O Pender Value Fund A, D, F, H, I, O A, D, F, H, I, O Without your consent or notice to you, the Manager may establish additional classes of units of the Funds and may determine the rights as between those classes. The principal differences between the classes of units of the Funds relate to the management fees payable to Pender. These are described under Dealer Compensation and under Fees and Expenses in the Simplified Prospectus. All units of a Fund are entitled to participate in the Fund s assets on liquidation on a class basis. All classes of units are issued as fully paid and non-assessable and are redeemable at their net asset value. Conversion and Switching Units of the Funds have the conversion and switching rights described below under the heading Purchases, Switches and Changing Classes. Redemption Rights Units of the Funds have the redemption rights described below under the heading Redemption of Securities. Distribution Rights The Funds distribute their net investment income and capital gains according to the following table. Distributions on all units of the Funds will be automatically reinvested in additional units of the Fund, unless a payment in cash is requested. Reinvested distributions will be invested at the net asset value per unit of that class on the date of distribution. 3

7 Distribution frequency Fund Net investment income Net capital gains Pender Canadian Opportunities Fund Annually Annually Pender Corporate Bond Fund Monthly Annually Pender North American Small Cap Fund Annually Annually Pender Small Cap Opportunities Fund Annually Annually Pender Strategic Growth and Income Fund Quarterly Annually Pender US All Cap Equity Fund Annually Annually Pender Value Fund Annually Annually Voting Rights You have the right to exercise one vote for each unit of a Fund held at meetings of Unitholders of the Fund and at any meetings of investors of that class. Pender is required to convene a meeting of a Fund to ask Unitholders to consider and approve, by not less than a majority of the votes cast at the meeting, certain material changes proposed for the Fund. Unitholders are permitted to vote on all matters that require Unitholder approval under National Instrument Investment Funds or under the Trust Agreement. These matters include: a change in the basis of the calculation of a fee or expense charged to a Fund or a class by non-arm's length parties (such as the Manager), or charged to Unitholders by the Manager in connection with the holding of units of a Fund, if the change could result in an increase in charges to a Fund, a class or you; the introduction of a fee or expense charged to a Fund or a class by non-arm's length parties, or charged to Unitholders by the Manager in connection with the holding of units of a Fund; a change of the manager, unless the new manager is an affiliate of the Manager; a change in the fundamental investment objectives of a Fund; a decrease in the frequency of the calculation of the net asset value per unit of a Fund; and certain material reorganizations of a Fund. You will receive notice in advance of any other significant proposed changes in a Fund in which you are a Unitholder, except for routine administrative or compliance changes that would not have an adverse monetary impact on your investment. Where the nature of the business to be transacted at a Unitholder meeting concerns an issue that is relevant only to the Unitholders of a particular class or classes, only Unitholders of those classes to which such business is relevant will be entitled to vote and such units will be voted separately as a class. Valuation of Securities and Calculation of Net Asset Value As described in this annual information form under the headings Purchases, Switches and Changing Classes and Redemption of Securities, units of a Fund may be purchased or redeemed at the price per unit of that Fund class as next determined after the receipt of a purchase order or a redemption order as the case may be. 4

8 The price per unit of the Funds will be the net asset value per unit of that class of units. The net asset value per unit of each class of unit of each Fund is determined on a daily or weekly basis, as the case may be, as indicated in the following table: Fund Pender Canadian Opportunities Fund Pender Corporate Bond Fund Pender North American Small Cap Fund Pender Small Cap Opportunities Fund Pender Strategic Growth and Income Fund Pender US All Cap Equity Fund Pender Value Fund Valuation Frequency Weekly Daily Weekly Weekly Daily Weekly Daily Any Fund that is valued weekly will be valued daily once it engages in short-selling or specified derivatives as part of its investment strategy. The Fund is valued only on a day that the Toronto Stock Exchange (TSX) is open for trading or such other time as the Manager determines appropriate ( Valuation Date ). The Manager shall determine and calculate or cause to be determined and calculated the net asset value of a Fund on a particular Valuation Date on behalf of the Fund in accordance with the following principles: (a) (b) (c) (d) (e) (f) the value of any cash on hand, on deposit or on call, prepaid expenses, cash dividends declared and interest accrued and not yet received, shall be deemed to be the face amount thereof, unless the Manager determines that any such deposit or call loan is not worth the face amount thereof, in which event the value thereof shall be deemed to be such value as the Manager determines to be the reasonable value thereof; the value of any bonds, debentures, and other debt obligations shall be valued by taking the average of the bid and ask prices on a Valuation Date at such times as the Manager, in its discretion, deems appropriate. Short-term investments including notes and money market instruments shall be held at amortized cost, which approximates fair value; the value of any security, index futures or index options thereon which is listed on any recognized exchange shall be determined by the last traded price on the Valuation Date or, if the last traded price is not available, the average between the closing bid and asked quotations on the Valuation Date, all as reported by any report in common use or authorized as official by a recognized stock exchange; provided that if such stock exchange is not open for trading on that date, then on the last previous date on which such stock exchange was open for trading; the value of any mutual funds ( Underlying Funds ) held by the Funds will be valued at their respective net asset values on each Valuation Date. The Underlying Funds calculate their respective net asset values on the same basis as the Funds; the value of any security or other asset for which a market quotation is not readily available shall be its fair market value as determined by the Manager using a valuation technique that requires the use of inputs and assumptions based on observable market data; the value of any security, the resale of which is restricted or limited, shall be the lesser of the value thereof based on reported quotations in common use and that percentage of the market value of securities of the same class, the trading of which is not restricted or limited by reason of any representation, undertaking or agreement or by law, equal to the percentage that a Fund's acquisition 5

9 (g) (h) (i) (j) (k) (l) cost was of the market value of such securities at the time of acquisition; provided that a gradual taking into account of the actual value of the securities may be made where the date on which the restriction will be lifted is known; purchased or written clearing corporation options, options on futures, over-the-counter options, debtlike securities and listed warrants shall be valued at the current market value thereof; where a covered clearing corporation option, option on futures or over-the-counter option is written, the premium received by a Fund shall be reflected as a deferred credit which shall be valued at an amount equal to the current market value of the clearing corporation option, option on futures or over-thecounter option that would have the effect of closing the position. Any difference resulting from revaluation of such options shall be treated as an unrealized gain or loss on investment. The deferred credit shall be deducted in arriving at the net asset value of a Fund. The securities, if any, which are the subject of a written clearing corporation option, or over-the-counter option shall be valued at their then current market value; the value of a futures contract, or a forward contract, shall be the gain or loss with respect thereto that would be realized if, on the Valuation Date, the position in the futures contract, or the forward contract, as the case may be, were to be closed out unless daily limits are in effect in which case fair value shall be based on the current market value of the underlying interest; margin paid or deposited in respect of futures contracts and forward contracts shall be reflected as an account receivable and margin consisting of assets other than cash shall be noted as held as margin; all property of a Fund valued in a foreign currency and all liabilities and obligations of a Fund payable by a Fund in foreign currency shall be converted into Canadian funds by applying the rate of exchange obtained from the best available sources to the Manager, including, but not limited to, the Manager or any of its affiliates; and all expenses or liabilities (including fees payable to the Manager) of a Fund shall be calculated on an accrual basis. The value of any security or property to which, in the opinion of the Manager, the above principles cannot be applied (whether because no price or yield equivalent quotations are available as above provided, or for any other reason) shall be the fair value thereof determined in good faith in such manner as the Manager from time to time adopts. The value of assets and liabilities of the Funds established by the Manager in accordance with these rules shall be conclusive and binding on all Unitholders. Where the Manager is provided with a value, quotation, estimate or other information related to the value of any property of a Fund by a third party (collectively Third Party Data ), the Manager may rely on such Third Party Data and shall have no responsibility or liability, whatsoever, for any loss or damage arising out of or in connection with the Manager s reliance on such Third Party Data. Pursuant to the Notice of Amendment to National Instrument Investment Fund Continuous Disclosure ( NI ), investment funds calculate their net asset value using fair value (as defined therein) for the purposes of unitholder transactions. The Manager has established policies to determine the fair value of the securities held by the Fund in accordance with NI and such policies have been approved by the Board of Directors of the Manager of the Fund. The net asset value and net asset value per unit for each Fund is published by various media outlets on each Valuation Date. You can also obtain this information, at no cost to you, by contacting the Manager at or info@penderfund.com. This information is also available on our website at 6

10 Purchases, Switches and Changing Classes Purchases You may only buy Class A, Class A (US$), Class B and Class H units via the front-end load sales charge method. Class A (US$) units are denominated in US dollars. There is no sales charge on the purchase or redemption of Class D, Class N or Class O units. Class F, Class F (US$), Class G and Class I units can be purchased only through your investment advisor who has obtained the consent of Pender to offer these classes of units. There are no sales charges on the purchase or redemption of Class F, Class F (US$), Class G and Class I units. Class F (US$) units are denominated in US dollars. Units of the Funds are distributed by authorized registered Dealers. You may purchase units by sending the purchase amount to your Dealer. The price of a unit of a Fund is the applicable net asset value per unit next determined after receipt by the Fund of an order to purchase together with the front-end sales charge, if any. The price per unit of the Funds will be the net asset value per unit of that class of units. On the same day your order is received, your Dealer will forward the order to the Manager s head office by courier, priority post or telecommunications facility without cost to you. Certificates will not be issued for units purchased. Class A (US$) and Class F (US$) units of the Pender Corporate Bond Fund hedges against changes in the US currency relative to the Canadian currency and in doing so attempts to eliminate the impact of fluctuations between the Canadian and US currencies such that the performance of these units is expected to be similar to that of the performance of the Class A and Class F units denominated in Canadian dollars. However, there may be factors beyond the fund s control such as derivative transaction costs that may cause there to be differences in the performance of such classes. As such, these units are intended for investors who wish to purchase the Pender Corporate Bond Fund in US currency but wish to minimize the impact of fluctuations in value of the Canadian and US currencies. These classes will be substantially hedged using derivative instruments such as foreign currency forward contracts although there may be circumstances, from time to time, in which the fund may not be able to fully hedge its Canadian dollars exposure back to US dollars in respect of these classes. Your initial investment in any class of units, other than Class H, Class I, Class N and Class O units of the Funds, must be at least $5,000. After your initial investment, you can make further investments of at least $100 per investment. With respect to Class H and Class I units, your initial investment must be at least $100,000 and your subsequent purchases must be a minimum of $1,000 With respect to Class N and Class O units, minimum initial investment amounts are to be negotiated between the Unitholder and the Manager. We will determine, and from time to time may change, the minimum amounts for initial and subsequent investments in any class. If we do not receive payment within three business days of processing your purchase order for units of a Fund, we must redeem your units on the next business day. If the proceeds are greater than the payment you owe, the Fund will keep the difference. If the proceeds are less than the payment you owe, we will pay the difference to the Fund on your behalf and collect this amount from your Dealer who may collect the amount from you. We may reject your purchase order within one business day of receiving it. Any monies sent with your order will be returned immediately without interest. Changing Classes You may change between classes of the same Fund if you are an eligible investor for the class of units into which you are changing. See Purchases, Switches and Redemptions in the Simplified Prospectus. In order to complete a change of units of one class for units of another class, you must provide instructions to your Dealer who will then coordinate with us to effect the change. 7

11 If you cease to be eligible to hold units of a particular class, we may change your units into a different class after giving you 30 days prior notice, unless you notify us during the notice period and we agree that you are once again eligible to hold that class of units. Your Dealer may charge you a fee for changing classes. Switches You may redeem all or a portion of your units of one Fund to buy units of another Fund, as long as you meet the minimum initial investment. This is called a switch. In order to complete a switch, you must provide instructions to your Dealer who will then coordinate with us to effect the switch. Depending on the class of units, the purchase option you are switching from and to, and the length of time you have owned the units, your switch will affect the fees you pay and the compensation your Dealer receives, including the following: A short-term trading fee may apply if the units are switched within 30 days from the date of purchase. See Fees and Expenses in the Simplified Prospectus. Your Dealer may charge you a fee for doing a switch. See Fees and Expenses in the Simplified Prospectus. Depending on the Fund, class of unit and purchase option you switch between, your Dealer may be paid a higher or lower trailing commission. See Dealer Compensation in the Simplified Prospectus. When we receive your order to switch, we will redeem your units in the original Fund and use the proceeds to buy units of the same class of the other Fund. Redemptions You can redeem your units for cash at any time, subject to the Manager's right to suspend redemptions in the circumstances described below. Your Dealer will forward your redemption order to us on the same day the Dealer receives it from you. The Fund will redeem units for the redemption price, which is equal to the total of the net asset value per unit of that class as at the end of the Valuation Date which falls on or occurs immediately after the date on which a fully completed redemption request is received by the Fund (with any redemption request received after 4:00 p.m. ET on a Valuation Date being deemed, for such purpose, to be received on the following Valuation Date). If you originally purchased units of the Pender Corporate Bond Fund or Pender US All Cap Equity Fund in US dollars, we will pay you in US dollars. Redemptions of all remaining Funds will be paid in Canadian dollars. For wire order redemptions, if we do not receive all the documentation we need from you to complete the redemption order within ten business days, we must repurchase your units. If the repurchase price is less than the redemption price for the units, the Fund keeps the difference. If the repurchase price is greater than the redemption price for the units, your Dealer will be responsible for paying this difference and the associated costs. Your Dealer may require you to reimburse the amount paid. If at any time you request a partial redemption of your units so that the aggregate net asset value of your units of a Fund would be less than $5,000, we may require that all such units of the Fund be redeemed after we provide you with at least 30 days written notice. Your Dealer may make provisions in the arrangements that it has with you that will require you to compensate the Dealer for any losses suffered by the Dealer in connection with any failure by you to satisfy the requirements of a Fund or securities legislation for a redemption of units of a Fund. You should consult with your Dealer regarding any such provisions. Under certain circumstances, your right to redeem may be suspended in accordance with securities legislation. For example, your right to redeem units of a Fund may be suspended if trading is suspended on stock exchanges on which over 50% of the investments of the Fund trade. We may also suspend your right to 8

12 redeem units of a Fund with the consent of applicable securities regulatory authorities if we cannot determine the value of the net assets of the Fund or underlying investments are illiquid. Pre-Authorized Chequing Plans (PAC) You can purchase units of a Fund by making regular investments through a PAC. Your initial investment in any class of units, other than Class H, Class I, and Class O units of the Funds, must be at least $5,000. With respect to Class H and Class I units, your initial investment must be at least $100,000. After your initial investment, you can make further investments via a PAC on a regular basis of at least $100 per investment. We will determine, and from time to time may change, the minimum amounts for initial and subsequent investments in any class. You can invest semi-monthly, monthly, quarterly, semi-annually or annually. We may stop your PAC if a payment is not made when due. We may change or discontinue this service at any time. You will not have a withdrawal right for purchases under a PAC, other than the initial purchase or sale, but you will have the rights described under section What are your Legal Rights? in Part A of the Simplified Prospectus for any misrepresentation about the Funds contained in the Simplified Prospectus, annual information form, fund facts sheets or financial statements. Short-Term Trading If you redeem units of a Fund within 30 days of buying them, we may reduce the amount otherwise payable to you on the redemption by imposing a short-term trading fee to be retained by the Fund. See Fees and Expenses in the Simplified Prospectus. We may also restrict purchases if you engage in such short-term trading. Manager Responsibility for Fund Operations PenderFund Capital Management Ltd. is the manager of the Funds. The Manager s address is West Hastings St., Vancouver, BC V6E 3X1. Additional information about the Manager and the Funds can be obtained from the Manager s website at or by contacting the Manager at or info@penderfund.com. The Manager was incorporated under the Company Act (British Columbia) (replaced by the Business Corporations Act (British Columbia)) on November 18, 2002 under the name B.C. Ltd. The Manager changed its name to PenderFund Capital Management Ltd. in April For information about the ownership of the Manager and its affiliates, see "Conflicts of Interest regarding the principal holders of units. Under the Trust Agreement of the Funds, the Manager is responsible for the management and administration of the Funds. The Manager furnishes or arranges for the furnishing of the office space and facilities, computer equipment and software, clerical help, bookkeeping and internal accounting services required by the Funds. Registry and transfer agency services and all Unitholder servicing requirements are also arranged by the Manager. Officers and Directors of the Manager The name, municipality of residence, office, and principal occupation within the preceding five years of each of the current directors and executive officers of the Manager are set in the following table: 9

13 Name and Municipality of Residence Position with Manager Length of Service Principal Occupation KELLY EDMISON, LLB Vancouver, BC DAVID BARR, CFA North Vancouver, BC GINA JONES, CPA, CA, CF, ICD.D Vancouver, BC FELIX NARHI, CFA North Vancouver, BC DONALD CAMPBELL, LLB Winnipeg, MB Director, Chairman of the Board of Directors President, Chief Executive Officer, Director Chief Financial Officer, Chief Compliance Officer, Corporate Secretary Chief Investment Officer, Director Director Since April 2003 Since May 2003 Since June 2017 Since July 2013 Since April 2009 President and Chief Executive Officer of the Manager from December 2007 to April 2016; President, Chief Executive Officer and Director of Pender Financial Group Corp. from February 2002 to December Chairman of the Board since June Chief Investment Officer of the Manager from April 2009 to April 2016; Co-Chief Investment Officer of the Manager from April 2016 to April 2017; President and Chief Executive Officer of the Manager since April 2016; Chief Executive Officer of the Fund since November 2006; and Director of the Fund since June Chief Operating Officer of the Manager from June 2017 to June 2018; Chief Compliance Officer of the Manager since July 2017; Chief Financial Officer and Corporate Secretary of the Manager since June Portfolio Manager of the Manager since August 2013; Co-Chief Investment Officer of the Manager from April 2016 to April Chief Investment Officer of the Manager since April Director of the Manager since October Partner of Law Office of Donald I Campbell, specializing in securities law and regulatory compliance since The following are biographical descriptions of the Directors and Officers of the Manager: Kelly Edmison, Director and Chairman of the Board of Directors Mr. Edmison has been active in the Vancouver investment community for over 25 years. A graduate of the University of Toronto and Queen's University, Mr. Edmison practiced law for over 20 years. Mr. Edmison spent his early career in Calgary and Hong Kong before joining Ladner Downs (now Borden Ladner Gervais) in 1985 where he practiced securities and commercial law until Mr. Edmison then established his own practice focused exclusively on representing Vancouver based junior technology companies. Mr. Edmison has since 10

14 ceased to practice law. Mr. Edmison founded the Manager in 2003 and is currently a shareholder, director and Chairman of the Board of Directors of the Manager. Mr. Edmison has been a director of a number of other public and private technology companies and is currently a director of BSM Technologies Inc. (previously, BSM Wireless). David Barr, President, Chief Executive Officer and Director Mr. Barr joined the Manager as an Investment Manager in 2003 and was appointed Chief Financial Officer on November 26, 2005 and Corporate Secretary on November 8, Mr. Barr served as Chief Financial Officer until April 2009 and was appointed Chief Investment Officer of the Manager in April Mr. Barr was appointed President and Chief Executive Officer of the Manager in April He is the portfolio manager of a number of investment funds also managed by the Manager. Mr. Barr is also a director and shareholder of the Manager. Previously, Mr. Barr worked as a consultant to emerging technology companies assisting the companies in development of strategic and financing plans. Mr. Barr holds a Bachelor of Science Degree from the University of British Columbia and a Masters of Business Administration from Schulich School of Business at York University. Mr. Barr is a CFA charterholder and a member of the CFA Institute. Mr. Barr is a registered Investment Counsel/Portfolio Manager with the British Columbia Securities Commission and a past president of CFA Vancouver. Gina Jones, Chief Operating Officer, Chief Compliance Officer and Chief Financial Officer Gina Jones joined the Manager as Chief Operating Officer in June 2017 and assumed the role of Chief Compliance Officer in July In June 2018 she surrendered the title of Chief Operating Officer and assumed the role of Chief Financial Officer and Corporate Secretary. Previously, Ms. Jones was the Chief Operating Officer and Chief Financial Officer of Salman Partners Inc., an independent brokerage firm in Vancouver, and also Chief Financial Officer of its subsidiary, Salman Partners (USA) Inc. Prior to that, Ms. Jones was CFO at two Vancouver investment dealers, Woodstone Capital Inc. and Golden Capital Securities Inc. Ms. Jones holds a Bachelor of Commerce degree from UBC, articled with PricewaterhouseCoopers LLP, and is a CPA, CA and CF, a Chartered Professional Accountant with Corporate Finance specialty designation, and holds an ICD.D designation from the Institute of Corporate Directors. Felix Narhi, Chief Investment Officer and Director Mr. Narhi is the portfolio manager of the Pender US All Cap Equity Fund and Pender Strategic Growth and Income Fund, and co-manager of the Pender Value Fund. Mr. Narhi was appointed Co-Chief Investment Officer in April 2016 until April 2017, when he was appointed Chief Investment Officer. Prior to joining Pender in July 2013, Mr. Narhi spent nine years at Odlum Brown Limited, an independent and value-oriented investment firm in Vancouver. As a Director and Senior Equity Analyst, Mr. Narhi contributed thought leadership and primarily US investment equity ideas to the company s Model Portfolio, a concentrated equity portfolio that has outpaced the North American benchmarks since its inception in Mr. Narhi holds a Bachelor of Commerce degree from the University of British Columbia. He is a CFA charterholder and is a member of the CFA Institute. Donald Campbell, Director Mr. Campbell is a graduate of the University of Manitoba's Faculty of Law and has been practicing law in Winnipeg since From 2002 to 2003 he was the National Director of Compliance for IQON Financial Inc, a 400 advisor mutual fund dealer based in Winnipeg and was Legal Counsel - Compliance, with Assante Asset Management Ltd. from 2000 to Mr. Campbell is a founding member of the Compliance Officers' Forum of Manitoba. Mr. Campbell focuses his practice on advising clients in the advisory and mutual fund business. 11

15 Terms of Management Agreement Under the management agreement (the Management Agreement ) between the Manager and the Funds, Pender is appointed as the Manager of the Funds. As Manager, Pender is responsible for directing the affairs and managing the business of the Funds, administering or arranging for the administration of the day-to-day operations of the Funds, including investment decisions, execution of investment orders, sales of units, maintaining records, fund reporting, voting of portfolio securities and custodial arrangements. The Management Agreement also sets forth the fees payable to the Manager as described in this annual information form. The Manager s appointment continues indefinitely but may be terminated by us or the Funds upon giving 60 days' prior notice or such shorter notice as the Manager and the Funds may agree. The Management Agreement may also be terminated by the Funds or the Manager upon giving notice in writing to the other party if the other party ceases to carry on business, becomes bankrupt or insolvent, resolves to wind-up or liquidate or if a receiver of any of its assets is appointed or if the other party commits a material breach of the Management Agreement which is not remedied within 30 days of receipt of notice of such breach. Portfolio Management - PenderFund Capital Management Ltd. The Manager is also the Portfolio Advisor of the Funds. The following table sets forth information in respect of the persons employed by the Manager who are principally responsible for day-to-day management of the Funds indicated above. Name DAVID BARR, CFA North Vancouver, BC Position President, Chief Executive Officer, Director Length of Service Since May 2003 Business Experience Chief Investment Officer of the Manager from April 2009 to April 2016; Co-Chief Investment Officer of the Manager from April 2016 to April 2017; President and Chief Executive Officer of the Manager since April 2016; Chief Executive Officer of the Fund since November 2006; and Director of the Fund since June

16 Name FELIX NARHI, CFA North Vancouver, BC GEOFF CASTLE North Vancouver, BC AMAR PANDYA, CFA Vancouver, BC Position Chief Investment Officer, Director Portfolio Manager Associate Portfolio Manager, Senior Investment Analyst Length of Service Since July 2013 Since August 2015 Since October 2017 Business Experience Portfolio Manager of the Manager since August 2013; Co-Chief Investment Officer of the Manager from April 2016 to April Chief Investment Officer of the Manager since April Director of the Manager since October Manager, Group Investments of Kestrel Holdings Ltd. from 2011 to Senior Credit Analyst of Powerex Corp. from 2009 to Manager, Research of McElvaine Investment Management from 2007 to Vice-President and Portfolio Manager of AIC Ltd. from 2006 to Associate Portfolio Manager, Tetrem Capital Management Ltd. from January to September Investment Analyst, Tetrem Capital Management Ltd. from 2015 to These individuals are tasked with responsibilities including making investment decisions, executing investment orders, assisting with sales efforts, record keeping in respect of portfolio transactions and voting of portfolio securities, in accordance with the investment objectives and strategies of each Fund. Independent Review Committee The independent review committee is responsible for oversight of the Manager with respect to conflict of interest matters. See Fund Governance. Brokerage Arrangements The portfolio advisor of each Fund also makes decisions regarding the execution of portfolio transactions with respect to the cash and cash equivalent portions of the Funds, including, when applicable, the selection of markets, brokers and the negotiation of commissions. If and when effecting such portfolio transactions, the portfolio advisors place brokerage business with investment dealers and brokers on the basis of the best price and service. To the extent that the execution offered by more than one dealer or broker are comparable, the portfolio advisor may, in its discretion, determine to effect transactions with the dealers and brokers who provide research, statistical and other similar services to the Fund or to the portfolio advisor at transaction prices which reflect those services. None of the Funds have agreements or arrangements in place with any dealer for the portfolio transactions regarding the Funds; however, the portfolio advisor for the Funds may, from time to time, receive research that it uses in connection with its management of the Funds. This research may or may not be used in connection with the management of the Funds, and is not a factor used in determining the dealers through whom it will place portfolio transactions for the Funds. The portfolio advisor for the Funds reviews each trade for the Funds to determine, among other things, whether the Funds received reasonable benefit considering the applicable research, if any is received, and the amount of brokerage commissions paid. The names of the dealer(s) that provided the Manager with the services described above in connection with the portfolio transactions for the Funds during the last financial year of the Funds will be provided on request by contacting the Manager at or at info@penderfund.com. 13

17 Trustee The trustee of the Funds is PenderFund Capital Management Ltd. (the Trustee ). The Trustee is located at West Hastings St. Vancouver, BC, V6E 3X1. The Funds are governed by a Tenth Amended and Restated Mutual Fund Trust Agreement dated May 22, 2018 which sets forth the terms governing the creation, operation, management and administration of the Funds, including the powers and duties of the Trustee, the attributes of the units of the Funds, procedures for purchase, exchange and redemption of units, recordkeeping, calculation of the Funds income and other administrative procedures. The Trustee may be removed by the Manager at any time by giving notice to the Trustee not less than 45 days prior to the date that such removal is to take effect. The Trustee may resign by giving notice to the Manager not less than 45 days prior to the date that such resignation is to take effect. The Manager must appoint a new trustee to take office when the removal or resignation becomes effective, failing which a Fund will terminate. Promoter Pender is the Promoter of the Funds. Custodian The custodian of the assets of the Funds is CIBC Mellon Trust Company of 320 Bay Street P.O. Box 1, Toronto, ON, M5H 4A6. The custodian shall not be responsible for holding or control of any assets of the Funds that are not directly held by the custodian or its appointed sub-custodians including any assets loaned or pledged to a counterparty. Registrar The registrar of the Funds is CIBC Mellon Trust Company of 320 Bay Street P.O. Box 1, Toronto, ON, M5H 4A6. The registrar keeps a record of the owners of units of each Fund in Toronto, ON. Auditor The auditor of the Funds is KPMG LLP of 777 Dunsmuir St., P.O. Box Vancouver, BC, V7Y 1K3. KPMG LLP is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of British Columbia. Under applicable securities laws, the auditor of the Funds may be changed without the approval of Unitholders provided that the IRC of the Funds has approved the proposed change and we provide you with at least 60 days notice of the proposed change. Principal Holders of Securities Conflicts of Interest The following table sets out the persons or companies who, as at June 8, 2018, are owners on record of or who to the knowledge of Pender own beneficially, directly or indirectly, more than 10% of the units of the Funds. Name of Fund Pender Value Fund Class Name of Unitholder Type of Ownership Number of Units % of Class' Outstanding Units Class O Community Foundation Beneficial 403,247 47% Class O Vision Wealth Bamboo Fund Beneficial 212,157 25% Capstone Traditional Equity 180,866 Class O Pool Beneficial 21% Class D Individual Investor 1 Beneficial 53,064 17% 14

18 Name of Fund Pender Small Cap Opportunities Fund Pender Corporate Bond Fund Pender Strategic Growth and Income Fund Pender Canadian Opportunities Fund Pender US All Cap Equity Fund Class Name of Unitholder Type of Ownership Number of Units % of Class' Outstanding Units Class O Community Foundation Beneficial 184,798 79% Pender Strategic Growth & 33,973 Class O Income Fund Beneficial 15% Class F JAMK Holdings Inc Beneficial 740,646 21% Class I Merlin Pacific Capital Corp Beneficial 148,805 18% Class I Nazca Limited Beneficial 119,671 14% Class I NFC Tactical Asset Beneficial 100,564 12% Class I Sullivan Holdings Ltd. Beneficial 98,222 12% Class B Kelly Edmison Beneficial % Class G Kelly Edmison Beneficial % Class A (US$) Individual Investor 2 Beneficial 26,178 13% Class A (US$) Individual Investor 3 Beneficial 24,680 12% Class O Community Foundation Beneficial 421,082 40% Pender Strategic Growth & 295,564 Class O Income Fund Beneficial 28% Class O Vision Wealth Cedar Fund Beneficial 245,304 23% Class D Individual Investor 4 Beneficial 90,198 57% Class O Kelly Edmison Beneficial % Class H Kelvin Kwong Beneficial % Class I Individual Investor 5 Beneficial 15,249 18% Class I Individual Investor 6 Beneficial 13,240 16% Class D Individual Investor 7 Beneficial % Class D Individual Investor 8 Beneficial % Class D Kelly Edmison Beneficial % Class D Individual Investor 9 Beneficial % Class O Linda Robins Beneficial 12,122 50% Class O Kelly Edmison Beneficial 11,191 46% Class H Kelly Edmison Beneficial % Class I Individual Investor 10 Beneficial 10,223 40% Class I Arbutus Family Holdings Ltd. Beneficial 9,241 36% Class D Individual Investor 11 Beneficial 3,461 57% Class D Individual Investor 12 Beneficial % Class D Kelly Edmison Beneficial % Class A (US$) Individual Investor 13 Beneficial 17,464 32% Class A (US$) BC Ltd. Beneficial 14,025 26% Class F Merlin Pacific Capital Corp Beneficial 142,841 37% Class F (US$) Arbutus Family Holdings Ltd. Beneficial 13,133 25% Class F (US$) Individual Investor 14 Beneficial 12,829 25% Class F (US$) Individual Investor 15 Beneficial 7,502 14% Class O Community Foundation Beneficial 338,506 76% Class O Felix Narhi Beneficial 75,545 17% Class H Philco Investments Ltd. Beneficial 13,204 29% Class H Individual Investor 16 Beneficial 11,454 25% Class H Individual Investor 17 Beneficial 10,925 24% 15

19 Name of Fund Pender North American Small Cap Fund Class Name of Unitholder Type of Ownership Number of Units % of Class' Outstanding Units Class H Individual Investor 18 Beneficial 9,899 22% Class I BC Ltd. Beneficial 14,630 69% Class I Spring Day Investments Ltd. Beneficial 6,420 30% Class D David Barr Beneficial 1, % Class A Kelly Edmison Beneficial % Class F Kelly Edmison Beneficial % Class O Kelly Edmison Beneficial 7,500 60% Class O Jennifer Barr Beneficial 3,500 28% Class O David Barr Beneficial 1,500 12% Class H Kelly Edmison Beneficial % Class I Kelly Edmison Beneficial % Class D Kelly Edmison Beneficial % Note 1: Due to privacy reasons, the name of the unitholder has been omitted and the information is available on request by contacting the Manager at or info@penderfund.com. The following table sets out the persons or companies who, as at June 8, 2018, are owners of record of or who own beneficially, directly or indirectly, more than 10% of any class or series of voting securities of the Manager: Name Arbutus Family Holdings Ltd 1 Garibaldi Ventures Partners Ltd BC Ltd 3 Type of Shares Common Common Common Type of Ownership Beneficial Beneficial Beneficial Number of Shares 900, , ,000 % of Outstanding Shares 25% 25% 25% Note 1: Arbutus Family Holdings Ltd is 100% owned by Kelly Edmison. Note 2: Garibaldi Ventures Partners Ltd is 100% owned by David Barr. Note 3: BC Ltd is 100% owned by William Rand. In addition to the above, as of June 8, 2018, the directors and officers of the Manager collectively held (a) less than 1% of the Funds units; (b) 67% of the outstanding securities of the Manager; and (c) less than 1% of the voting or equity securities of any company that provides services to the Funds or the Manager. As of June 8, 2018, the members of the IRC collectively held (a) less than 1% of the Funds units; (b) no voting or equity securities of the Manager; and (c) less than 1% of the voting or equity securities of any company that provides services to the Funds or the Manager. Conflict of Interest between the Funds and the Manager The Manager currently provides management services to other investment funds and the services of the Manager are not exclusive to the Funds. The Manager may provide similar services to other parties, including venture capital funds, mutual funds or investment funds (collectively an Investment Fund ) engaged in a similar business to that of the Funds. The Manager has adopted the following policy with respect to the allocation of investments between Investment Funds that it manages. In the event that securities are purchased for the accounts of more than one Investment Fund and an insufficient number of securities are available to satisfy the purchase order, the securities available will be allocated to the extent possible pro rata to the size of the Investment Funds accounts. There may be occasions, however, where strict application of this rule does not lead to a fair and 16