NOTICE OF SPECIAL MEETINGS OF THE SECURITYHOLDERS AND JOINT MANAGEMENT INFORMATION CIRCULAR

Transcription

1 NOTICE OF SPECIAL MEETINGS OF THE SECURITYHOLDERS AND JOINT MANAGEMENT INFORMATION CIRCULAR LOGIQ GLOBAL BALANCED INCOME CLASS LOGIQ BALANCED MONTHLY INCOME CLASS LOGIQ GLOBAL OPPORTUNITIES CLASS LOGIQ GROWTH CLASS LOGIQ MLP AND INFRASTRUCTURE INCOME CLASS LOGIQ MONEY MARKET CLASS LOGIQ RESOURCE GROWTH AND INCOME CLASS LOGIQ SPECIAL OPPORTUNITIES CLASS LOGIQ TACTICAL BOND CLASS LOGIQ TACTICAL EQUITY CLASS LOGIQ GROWTH FUND LOGIQ TACTICAL BOND FUND LOGIQ GLOBAL RESOURCE FUND LOGIQ HIGH INCOME FUND LOGIQ MILLENNIUM FUND LOGIQ STRATEGIC YIELD FUND LOGIQ TOTAL RETURN FUND (collectively, the Mutual Funds ) AUSTRALIAN BANC INCOME FUND LOGIQ MBB TRUST CANADIAN 50 ADVANTAGED PREFERRED SHARE FUND LOGIQ O&G TRUST GLOBAL CAPITAL SECURITIES TRUST LOGIQ VIP INCOME FUND LOGIQ ADVANTAGE BOND FUND LOGIQ ADVANTAGE OIL & GAS INCOME FUND LOGIQ ADVANTAGE VIP INCOME FUND LOGIQ AVIP TRUST LOW VOLATILITY CANADIAN EQUITIES INCOME FUND MACQUARIE GLOBAL INFRASTRUCTURE INCOME FUND VOYA FLOATING RATE SENIOR LOAN FUND VOYA DIVERSIFIED FLOATING RATE SENIOR LOAN FUND (collectively, the Closed-End Funds ) LOGIQ CREDIT OPPORTUNITIES FUND LOGIQ SELECT EQUITY FUND (together, the Offering Memorandum Funds ) (the Mutual Funds, the Closed-End Funds and the Offering Memorandum Funds collectively, the Funds and each a Fund ) to be held concurrently on November 3, 2017 commencing at 10:00 a.m. (Toronto time) Blake, Cassels & Graydon LLP Suite 4000, Commerce Court West, 199 Bay Street, Toronto OM M5L 1A9 October 3, 2017

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3 Table of Contents SOLICITATION OF PROXIES... 1 PURPOSE OF SPECIAL MEETINGS... 3 SUMMARY OF TRANSACTION AGREEMENT... 5 SUMMARY OF CHANGES TO THE FUNDS... 6 PROPOSAL 1 CHANGE OF MANAGER, CHANGE OF TRUSTEE, INVESTMENT OBJECTIVES CHANGE, INVESTMENT RESTRICTIONS CHANGE, CONVERSION CHANGE AND CHANGE OF AUDITOR PROPOSAL 2 MERGERS CANADIAN FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE PROPOSALS APPROVAL OF RESOLUTIONS VOTING PROCEDURES VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF INTEREST OF CERTAIN PERSONS IN THE PROPOSALS IF YOU DO NOT WISH TO PARTICIPATE IN A PROPOSAL FOR MORE INFORMATION GENERAL Page i

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5 NOTICE OF SPECIAL MEETINGS OF THE SECURITYHOLDERS LOGIQ GLOBAL BALANCED INCOME CLASS LOGIQ BALANCED MONTHLY INCOME CLASS LOGIQ GLOBAL OPPORTUNITIES CLASS LOGIQ GROWTH CLASS LOGIQ MLP AND INFRASTRUCTURE INCOME CLASS LOGIQ MONEY MARKET CLASS LOGIQ RESOURCE GROWTH AND INCOME CLASS LOGIQ SPECIAL OPPORTUNITIES CLASS LOGIQ TACTICAL BOND CLASS LOGIQ TACTICAL EQUITY CLASS LOGIQ GROWTH FUND LOGIQ TACTICAL BOND FUND LOGIQ GLOBAL RESOURCE FUND LOGIQ HIGH INCOME FUND LOGIQ MILLENNIUM FUND LOGIQ STRATEGIC YIELD FUND LOGIQ TOTAL RETURN FUND (collectively, the Mutual Funds ) AUSTRALIAN BANC INCOME FUND LOGIQ MBB TRUST CANADIAN 50 ADVANTAGED PREFERRED SHARE FUND LOGIQ O&G TRUST GLOBAL CAPITAL SECURITIES TRUST LOGIQ VIP INCOME FUND LOGIQ ADVANTAGE BOND FUND LOGIQ ADVANTAGE OIL & GAS INCOME FUND LOGIQ ADVANTAGE VIP INCOME FUND LOGIQ AVIP TRUST LOW VOLATILITY CANADIAN EQUITIES INCOME FUND MACQUARIE GLOBAL INFRASTRUCTURE INCOME FUND VOYA FLOATING RATE SENIOR LOAN FUND VOYA DIVERSIFIED FLOATING RATE SENIOR LOAN FUND (collectively, the Closed-End Funds ) LOGIQ CREDIT OPPORTUNITIES FUND LOGIQ SELECT EQUITY FUND (together, the Offering Memorandum Funds ) (the Mutual Funds, the Closed-End Funds and the Offering Memorandum Funds collectively, the Funds and each, a Fund ) On September 11, 2017, LOGiQ Asset Management Inc. ( LOGiQ ) entered into an agreement pursuant to which, and subject to the terms and conditions thereof, Purpose Investments Inc. ( Purpose ) agreed to acquire and LOGiQ agreed to sell, the management agreements and related assets relating to all of the Funds currently managed by LOGiQ Asset Management Ltd., LOGiQ Capital Partners Inc. and LOGiQ Capital 2016 (each a Manager, and collectively, the Managers ), LOGiQ s registered subsidiaries, or to otherwise transfer the management of the Funds to Purpose by way of Fund mergers (the Transaction ). The Managers are writing to notify you of the fund changes which are proposed in connection with the Transaction (each a Proposal ), details of which are described within the joint management information circular dated October, 3, 2017 (the Information Circular ) accompanying this Notice. A Proposal is specified to be one of the following two types: (1) a proposal to change the manager of each Fund from a Manager to Redwood Asset Management Inc. ( Redwood ), a wholly-owned subsidiary of Purpose ( Change of Manager ); and (a) with respect to Australian Banc Income Fund, Global Capital Securities Trust, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ AVIP Trust, LOGiQ O&G Trust, LOGiQ MBB Trust, LOGiQ i

6 VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Income Fund and Voya Diversified Floating Rate Senior Loan Fund only, to change the trustee of each such Fund from (i) in the case of each of LOGiQ AVIP Trust, LOGiQ O&G Trust and LOGiQ MBB Trust, LOGiQ Asset Management Ltd.; (ii) in the case of each of Australian Banc Income Fund, Global Capital Securities Trust, Low Volatility Canadian Equities Income Fund and Macquarie Global Infrastructure Income Fund, CIBC Mellon Trust Company; (iii) in the case of LOGiQ Advantage Bond Fund, TSX Trust Company; (iv) in the case of each of LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund and LOGiQ VIP Income Fund, Computershare Trust Company of Canada; and (v) in the case of Voya Diversified Floating Rate Senior Loan Fund, RBC Investor Services Trust; to Redwood ( Change of Trustee ); (b) (c) (d) (e) with respect to Australian Banc Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund only, to change the investment objectives of such Fund (the Investment Objectives Change ); with respect to Australian Banc Income Fund and Voya Floating Rate Senior Loan Fund only, to change the investment restrictions of such Fund (the Investment Restrictions Change ); with respect to Australian Banc Income Fund, Global Capital Securities Trust, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund only, to convert such Fund from a closed-end fund to an open-end fund with one or more classes of mutual fund units and a class of exchange traded fund ( ETF ) units (the Conversion Change ), as a result of which unitholders of these Funds (other than holders of Class F units) will receive ETF units of the Fund; and with respect to LOGiQ Growth Fund, LOGiQ Tactical Bond Fund, Australian Banc Income Fund, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ AVIP Trust, LOGiQ MBB Trust, LOGiQ O&G Trust, LOGiQ VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund only to change the auditor of each such Fund from Segal LLP or PricewaterhouseCoopers LLP, as applicable, to Ernst & Young LLP (the Change of Auditor ); or (2) a proposal, with respect to LOGiQ Growth Class, LOGiQ Millennium Fund and Canadian 50 Advantaged Preferred Share Fund only, to change the manager from a Manager to Redwood and immediately thereafter merge such Funds into certain mutual funds managed, or to be managed, by Redwood (the Mergers ). For each Fund, NOTICE IS HEREBY GIVEN THAT the Manager will hold a special meeting of the Fund s securityholders (the Special Meeting ) for the purpose of considering and voting on a resolution in connection with each Proposal and to transact such other business for the Fund as may properly come before the meeting or any adjournments of a Special Meeting. Each Special Meeting will be held on November 3, 2017 at 10:00 a.m. (Toronto time) at Blake, Cassels & Graydon LLP, Suite 4000, Commerce Court West, Toronto ON M5L 1A9 (the Meeting Time ). ii

7 You are only entitled to vote at the Special Meeting of a Fund if you were a securityholder of record in the Fund as of the close of business on October 4, 2017 (the Record Date ). If you are a registered holder of shares or units of a Fund and are entitled to vote but unable to attend the Special Meeting, you may exercise your voting rights by completing, signing and returning the enclosed form of proxy: - either in the envelope provided to our proxy agent, Broadridge Investor Services Inc., or - by faxing it to Alternatively, you may enter your vote instruction by telephone at or via the internet at To be valid at the Special Meeting, your proxy must be received by the deadline specified within the Information Circular (the Proxy Deadline ). If you are a beneficial holder of shares or units of a Fund, you may exercise your voting rights by returning a voting instruction form to Broadridge Financial Solutions Inc. in the manner set out in the Information Circular. If a quorum is not achieved at any Special Meeting, it will be adjourned to November 10, 2017 at 10:00 a.m. (Toronto time) (the Adjournment Time ) at the same location and no separate notice of the adjourned meeting will be provided to securityholders. The necessary quorum at an adjourned meeting for all Funds will be any securityholders then present in person or by proxy. LOGiQ Asset Management Ltd., LOGiQ Capital Partners Inc. and LOGiQ Capital 2016, as managers of the Funds, recommend that you vote IN FAVOUR of the Proposal(s) applicable to you. The Independent Review Committees of the Funds (each a LOGiQ IRC, and together, the LOGiQ IRCs ) have reviewed the Transaction, and have determined that the Proposals, if implemented, would achieve a fair and reasonable result for each relevant Fund. While the LOGiQ IRCs have considered the proposed transaction, including the Change of Manager, the Change of Trustee, the Investment Objectives Change, the Investment Restrictions Change, the Conversion Change and the Mergers, it is not the role of the LOGiQ IRCs to recommend that investors of any Fund vote in favour of a Proposal. Investors should review the applicable Proposal(s) independently and make their own decisions. For each of LOGiQ Global Resource Fund, LOGiQ High Income Fund, LOGiQ Millennium Fund, LOGiQ Strategic Yield Fund, LOGiQ Total Return Fund, LOGiQ AVIP Trust, LOGiQ MBB Trust, LOGiQ O&G Trust, Voya Floating Rate Senior Loan Fund and LOGiQ Credit Opportunities Fund, NOTICE IS HEREBY GIVEN TO SECURITYHOLDERS THAT the Managers intend to resign as trustee of these Funds effective on the closing of the Transaction, which is expected to occur on or about December 15, Such resignation in respect of each Fund is conditional upon the approval by the applicable securityholders of the Proposal and the closing of the Transaction. To fill this vacancy, and in accordance with the Transaction, it is intended that Redwood will be appointed as trustee of the above noted Funds. iii

8 For each of the Offering Memorandum Funds, NOTICE IS HEREBY GIVEN TO UNITHOLDERS that the Manager intends to amend the declarations of trust of each of the Funds pursuant to the Conversion Change. Such amendments are conditional upon approval by the applicable unitholders of the applicable Proposal and the closing of the Transaction. DATED at Toronto, Ontario this 3 rd day of October, By Order of the Board of Directors of LOGiQ Asset Management Ltd. JOE CANAVAN, Chief Executive Officer By Order of the Governance Committee of LOGiQ Capital 2016 TERENCE LUI, Member of the Governance Committee By Order of the Board of Directors of LOGiQ Capital Partners Inc. MARY ANNE PALANGIO, Director iv

9 JOINT MANAGEMENT INFORMATION CIRCULAR dated October 3, 2017 LOGIQ GLOBAL BALANCED INCOME CLASS LOGIQ BALANCED MONTHLY INCOME CLASS LOGIQ GLOBAL OPPORTUNITIES CLASS LOGIQ GROWTH CLASS LOGIQ MLP AND INFRASTRUCTURE INCOME CLASS LOGIQ MONEY MARKET CLASS LOGIQ RESOURCE GROWTH AND INCOME CLASS LOGIQ SPECIAL OPPORTUNITIES CLASS LOGIQ TACTICAL BOND CLASS LOGIQ TACTICAL EQUITY CLASS LOGIQ GROWTH FUND LOGIQ TACTICAL BOND FUND LOGIQ GLOBAL RESOURCE FUND LOGIQ HIGH INCOME FUND LOGIQ MILLENNIUM FUND LOGIQ STRATEGIC YIELD FUND LOGIQ TOTAL RETURN FUND (collectively, the Mutual Funds ) AUSTRALIAN BANC INCOME FUND LOGIQ MBB TRUST CANADIAN 50 ADVANTAGED PREFERRED SHARE FUND LOGIQ O&G TRUST GLOBAL CAPITAL SECURITIES TRUST LOGIQ VIP INCOME FUND LOGIQ ADVANTAGE BOND FUND LOGIQ ADVANTAGE OIL & GAS INCOME FUND LOGIQ ADVANTAGE VIP INCOME FUND LOGIQ AVIP TRUST LOW VOLATILITY CANADIAN EQUITIES INCOME FUND MACQUARIE GLOBAL INFRASTRUCTURE INCOME FUND VOYA FLOATING RATE SENIOR LOAN FUND VOYA DIVERSIFIED FLOATING RATE SENIOR LOAN FUND (collectively, the Closed-End Funds ) LOGIQ CREDIT OPPORTUNITIES FUND LOGIQ SELECT EQUITY FUND (together, the Offering Memorandum Funds ) (the Mutual Funds, the Closed-End Funds and the Offering Memorandum Funds collectively, the Funds and each, a Fund ) SOLICITATION OF PROXIES This joint management information circular dated October 3, 2017 (the Information Circular ) is provided by LOGiQ Asset Management Ltd., LOGiQ Capital Partners Inc. and LOGiQ Capital 2016 (collectively, the Managers, and each, a Manager ), the managers of the Funds. For each Fund, the Manager will hold a special meeting of securityholders (the Special Meeting ) at Blake, Cassels & Graydon LLP, Suite 4000, Commerce Court West, Toronto, ON M5L 1A9, on November 3, 2017 at 10:00 a.m. (Toronto time) (the Meeting Time ) to consider and vote on the resolutions in connection with the proposed fund changes described within this Information Circular (each, a Proposal ). The Managers, as managers of the Funds, are providing this Information Circular in connection with the solicitation of proxies for use at the Special Meetings. The Managers make this solicitation on behalf of the Funds. The Managers, LOGiQ Asset Management Inc. ( LOGiQ ) and/or Purpose Investments Inc. ( Purpose ) will bear the costs of soliciting proxies, if any. It is expected that the solicitation will be primarily by mail. However, the directors, officers, employees or agents of the Managers, LOGiQ, - 1 -

10 Purpose or Redwood Asset Management Inc. ( Redwood ) may also solicit proxies personally, by telephone or by facsimile transmission. The costs of the Special Meetings will be borne by the Managers, LOGiQ and/or Purpose. This Information Circular is divided into two parts. The first part contains general information that is applicable to the Proposals. The second part provides you with specific information about the Proposal affecting the Fund(s) whose shares or units you hold as of the record date. Except as otherwise stated, the information contained in this Information Circular is current to September 29, For each Special Meeting of the following Funds, two or more shareholders present in person or by proxy will constitute a quorum: - LOGiQ Global Balanced Income Class - LOGiQ Balanced Monthly Income Class - LOGiQ Global Opportunities Class - LOGiQ Growth Class - LOGiQ MLP and Infrastructure Income Class - LOGiQ Money Market Class - LOGiQ Resource Growth and Income Class - LOGiQ Special Opportunities Class - LOGiQ Tactical Bond Class - LOGiQ Tactical Equity Class For each Special Meeting of the following Funds, those unitholders present in person or represented by proxy will constitute a quorum: - LOGiQ Growth Fund - LOGiQ Tactical Bond Fund For each Special Meeting of the following Funds, two unitholders present in person or by proxy, or one unitholder representing a majority of units of a Fund entitled to vote, will constitute a quorum: - LOGiQ Global Resource Fund - LOGiQ High Income Fund - LOGiQ Millennium Fund - LOGiQ Strategic Yield Fund - LOGiQ Total Return Fund - LOGiQ Credit Opportunities Fund For each Special Meeting of the following Funds, two or more unitholders present in person or by proxy representing at least 5% of the outstanding units of a Fund entitled to vote will constitute a quorum: - Australian Banc Income Fund - Canadian 50 Advantaged Preferred Share Fund - Global Capital Securities Trust - LOGiQ Advantage Bond Fund - Low Volatility Canadian Equities Income Fund - Macquarie Global Infrastructure Income Fund - Voya Floating Rate Senior Loan Fund - 2 -

11 - Voya Diversified Floating Rate Senior Loan Fund For each Special Meeting of the following Funds, one unitholder present in person or by proxy representing at least 5% of the outstanding units of a Fund entitled to vote will constitute a quorum: - LOGiQ Advantage Oil & Gas Income Fund - LOGiQ Advantage VIP Income Fund - LOGiQ AVIP Trust - LOGiQ MBB Trust - LOGiQ VIP Income Fund - LOGiQ O&G Trust For the Special Meeting of LOGiQ Select Equity Fund, one unitholder present in person or by proxy representing at least 2% of the outstanding units of the Fund entitled to vote will constitute a quorum. If a quorum is not achieved at any Special Meeting, it will be adjourned to November 10, 2017 at 10:00 a.m. (Toronto time) (the Adjournment Time ) at the same location and no separate notice of the adjourned meeting will be provided to securityholders. The necessary quorum at an adjourned meeting for all Funds will be any securityholders then present in person or by proxy. The Manager has engaged Broadridge Investor Services Inc. as its proxy agent to receive and tabulate proxies of securityholders of the Funds. Completed proxies of securityholders of the Funds should be sent to Broadridge Data Processing Centre, PO Box 2800, Stn. LCD, Malton, Mississauga, Ontario, L5T 9Z9, or by faxing it to Alternatively, you may enter your vote instruction by telephone at or via the internet at PURPOSE OF SPECIAL MEETINGS On September 11, 2017, LOGiQ entered into an agreement (the Transaction Agreement ) pursuant to which Purpose agreed to acquire and LOGiQ agreed to sell the management agreements and related assets relating to all of the Funds currently managed by LOGiQ Asset Management Ltd., LOGiQ Capital Partners Inc. and LOGiQ Capital 2016 (the Transaction ). The purpose of the Special Meetings is to consider, and if advisable, adopt resolutions to approve the applicable Proposal. A Proposal is specified to be one of the following two types: (1) a proposal to change the manager of each Fund (except for the Funds identified in Proposal 2 below) from a Manager to Redwood, a wholly-owned subsidiary of Purpose ( Change of Manager ); and (a) with respect to Australian Banc Income Fund, Global Capital Securities Trust, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ AVIP Trust, LOGiQ O&G Trust, LOGiQ MBB Trust, LOGiQ VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Income Fund and Voya Diversified Floating Rate Senior Loan Fund only, to change the trustee of each such Fund from (i) in the case of each of LOGiQ AVIP Trust, LOGiQ O&G Trust and LOGiQ MBB Trust, LOGiQ Asset Management Ltd.; (ii) in the case of each of Australian Banc Income Fund, Global Capital Securities Trust, Low Volatility Canadian Equities Income Fund and Macquarie Global Infrastructure Income Fund, CIBC Mellon Trust Company; (iii) in the case of LOGiQ Advantage Bond Fund, TSX Trust Company; (iv) in the case of each of LOGiQ Advantage Oil & Gas Income - 3 -

12 Fund, LOGiQ Advantage VIP Income Fund and LOGiQ VIP Income Fund, Computershare Trust Company of Canada; and (v) in the case of Voya Diversified Floating Rate Senior Loan Fund, RBC Investor Services Trust; to Redwood ( Change of Trustee ); and (b) (c) (d) (e) with respect to Australian Banc Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund only, to change the investment objectives of such Fund (the Investment Objectives Change ); with respect to Australian Banc Income Fund and Voya Floating Rate Senior Loan Fund only, to change the investment restrictions of such Fund (the Investment Restrictions Change ); with respect to Australian Banc Income Fund, Global Capital Securities Trust, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund only, to convert such Fund from a closed-end fund to an open-end fund with one or more classes of mutual fund units and a class of exchange traded fund ( ETF ) units (the Conversion Change ), as a result of which unitholders of these Funds (other than holders of Class F units) will receive ETF units of the Fund; and with respect to LOGiQ Growth Fund, LOGiQ Tactical Bond Fund, Australian Banc Income Fund, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ AVIP Trust, LOGiQ MBB Trust, LOGiQ O&G Trust, LOGiQ VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund only to change the auditor of each such Fund from Segal LLP or PricewaterhouseCoopers LLP, as applicable, to Ernst & Young LLP (the Change of Auditor ); or (2) a proposal, with respect to LOGiQ Growth Class, LOGiQ Millennium Fund and Canadian 50 Advantaged Preferred Share Fund only, to change the manager from a Manager to Redwood and immediately thereafter merge such Funds into certain mutual funds managed, or to be managed, by Redwood (the Mergers ). In addition, with respect to all Funds, to transact such other business as may come before the meeting. The texts of the resolutions relating to the Proposals listed in (1) (a), (b), (c), (d) and (e), and (2) above is set out in Schedule A to this Information Circular. The implementation of the Proposals is dependent on certain regulatory approvals, as well as the closing of the Transaction (the Closing ), which is expected to occur on or about December 15, 2017 (the Closing Date ). The Closing is contingent upon all necessary approvals by the holders of securities of the Funds, approval by the holders of LOGiQ s common shares ( LOGiQ Shareholders ) and LOGiQ s 7.00% senior unsecured convertible debentures due June 30, 2021 ( LOGiQ Debentureholders ), all required securities regulatory and stock exchange approvals, and satisfaction of other customary closing conditions

13 LOGiQ Asset Management Ltd., LOGiQ Capital Partners and LOGiQ Capital 2016, as managers of the Funds, recommend that you vote IN FAVOUR of the Proposal(s) applicable to you. The Independent Review Committees of the Funds (each a LOGiQ IRC, and together, the LOGiQ IRCs ) have reviewed the Transaction and have determined that the Proposals, if implemented, would achieve a fair and reasonable result for each relevant Fund. While the LOGiQ IRCs have considered the Transaction, including the Change of Manager, the Change of Trustee, the Investment Objectives Change, the Investment Restrictions Change, the Conversion Change and the Mergers, it is not the role of the LOGiQ IRCs to recommend that investors of any Fund vote in favour of a Proposal. Investors should review the applicable Proposal(s) independently and make their own decisions. SUMMARY OF TRANSACTION AGREEMENT As noted above, the implementation of the Proposals is dependent on the receipt of all necessary approvals and the satisfaction of various closing conditions pursuant to the Transaction Agreement. The Closing conditions and termination provisions of the Transaction Agreement are summarized below. The following summary is qualified by the terms of the Transaction Agreement, a copy of which is filed on LOGiQ s profile on the SEDAR website at Closing Conditions The obligation of Purpose to complete the Transaction is subject to a number of conditions including the following: (i) the receipt of approval by LOGiQ Shareholders and LOGiQ Debentureholders, (ii) the receipt of all required regulatory approvals, (iii) the assignment of certain Fund sub-advisory agreements to Purpose and consents to the assignment or termination of specified Fund contracts is received, (iv) the execution of an employment agreement with a specified employee of LOGiQ Asset Management Ltd., (v) that the assets under management (calculated as of the last business day prior to the Closing Date) of those Funds whose securityholders who have approved the Transaction must be at least $900 million (that of open-end funds whose securityholders who have approved the Transaction must be at least $500 million), and (vi) that securityholders of the LOGiQ High Income Fund, LOGiQ Strategic Yield Fund, LOGiQ MLP & Infrastructure Income Class and LOGiQ Special Opportunities Class shall have approved the Transaction. Expected Closing Date The Transaction is expected to close on or about December 15, Termination Conditions The Transaction Agreement may be terminated: (a) by mutual consent of the parties; (b) by a party on notice to the other if (i) the Closing Date has not occurred by January 31, 2018; (ii) there is a material breach of a representation, warranty or covenant by the other - 5 -

14 that is not cured by the other in accordance with the provisions of the Transaction Agreement; or (iii) there is a change in law that makes completion of the Transaction illegal or a governmental authority issues an order restraining or enjoining the Transaction; or (c) by Purpose if the recommendation of the board of directors of LOGiQ to LOGiQ Shareholders and LOGiQ Debentureholders to vote in favour of the Transaction, or if its recommendation to Fund securityholders to vote in favour of the matters to be approved by such securityholders, is withdrawn or changed. In the event Purpose terminates the Transaction Agreement under paragraph (b)(ii), in circumstances where as a result of a failure of the Managers to perform or comply with the Transaction Agreement except where such failure is as a result of an event, fact or condition of a type that cannot be cured through no fault of these parties, a condition to closing in favour of Purpose is not capable of being satisfied, or pursuant to paragraph (c), a termination payment equal to 3.5% of the Purchase Price is payable by LOGiQ to Purpose. SUMMARY OF CHANGES TO THE FUNDS Below is a table summarizing the proposed changes applicable to each Fund: Name of Fund Proposed Changes Mutual Funds LOGiQ Global Balanced Income Class (to be renamed Redwood Global Balanced Income Fund) LOGiQ Balanced Monthly Income Class (to be renamed Redwood Balanced Income Fund) LOGiQ Global Opportunities Class (to be renamed Redwood Global Opportunities Fund ) LOGiQ Growth Class Change of manager and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Change of manager and portfolio manager to Redwood effective on Closing Merger into LOGiQ Special Opportunities Class (to be renamed Redwood Special Opportunities Fund) effective on Closing - 6 -

15 Name of Fund LOGiQ MLP and Infrastructure Income Class (to be renamed Redwood MLP & Infrastructure Income Fund) LOGiQ Money Market Class (to be renamed Redwood Money Market Fund) Proposed Changes Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Change of manager and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ Resource Growth and Income Class (to be renamed Redwood Resource Growth & Income Fund) LOGiQ Special Opportunities Class (to be renamed Redwood Special Opportunities Fund) Change of manager and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Change of manager and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ Tactical Bond Class (to be renamed Redwood Tactical Credit Fund) Change of manager and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ Tactical Equity Class (to be renamed Redwood Tactical Equity Fund) Change of manager and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ Growth Fund (to be renamed Redwood Growth Fund) Change of manager and portfolio manager to Redwood effective on Closing Change of trustee effective following Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ Tactical Bond Fund (to be renamed Redwood Tactical Bond Fund) Change of manager and portfolio manager to Redwood effective on Closing Change of trustee effective following Closing Change of auditor to Ernst & Young LLP following - 7 -

16 Name of Fund Proposed Changes Closing LOGiQ Global Resource Fund (to be renamed Redwood Global Resource Fund) Change of manager, trustee and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ High Income Fund (to be renamed Redwood High Income Fund) Change of manager, trustee and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ Millennium Fund Change of manager, trustee and portfolio manager to Redwood effective on Closing Merger into LOGiQ High Income Fund (to be renamed Redwood High Income Fund) effective on Closing LOGiQ Strategic Yield Fund (to be renamed Redwood Strategic Yield Fund) Change of manager, trustee and portfolio manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing LOGiQ Total Return Fund (to be renamed Redwood Total Return Fund) Change of manager and trustee to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Closed-End Funds Australian Banc Income Fund (to be renamed Redwood Global Financials Fund) Change of manager to Redwood effective on Closing Change investment objectives to global financials portfolio effective on Closing Change of investment restrictions effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the Class A units - 8 -

17 Name of Fund Proposed Changes of the Fund) and open-end fund (in respect of the Class F units of the Fund) effective following Closing Canadian 50 Advantaged Preferred Share Fund Change of manager to Redwood effective on Closing Merger into Redwood Canadian Preferred Share Fund effective on Closing Global Capital Securities Trust (to be renamed Redwood Global Financials Income Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the Class A units of the Fund) and open-end fund (in respect of the Class F units of the Fund) effective following Closing LOGiQ Advantage Bond Fund (to be renamed Redwood Total Return Bond Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the Class A units of the Fund) and open-end fund (in respect of the Class F units of the Fund) effective following Closing LOGiQ Advantage Oil & Gas Income Fund (to be renamed Redwood Energy Income Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the units of the Fund) and open-end fund effective following Closing LOGiQ Advantage VIP Income Fund (to be renamed Redwood Advantage Monthly Income Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following - 9 -

18 Name of Fund Proposed Changes Closing Conversion to an ETF (in respect of the units of the Fund) and open-end fund effective following Closing LOGiQ AVIP Trust (to be renamed Redwood AVIP Trust) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing LOGiQ MBB Trust (to be renamed Redwood MBB Trust) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing LOGiQ O&G Trust (to be renamed Redwood O&G Trust) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing LOGiQ VIP Income Fund (to be renamed Redwood Monthly Income Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the units of the Fund) and open-end fund effective following Closing Low Volatility Canadian Equities Income Fund (to be renamed Redwood Low Volatility High Income Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the units of the

19 Name of Fund Proposed Changes Fund) and open-end fund effective following Closing Macquarie Global Infrastructure Income Fund (to be renamed Redwood Global Infrastructure Income Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the units of the Fund) and open-end fund effective following Closing Voya Floating Rate Senior Loan Fund (to be renamed Redwood Floating Rate Income Fund) Change of manager to Redwood effective on Closing Expand investment objectives to add other corporate fixed income securities in addition to senior loans effective on Closing Change of investment restrictions effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the Class A and Class U units of the Fund) and open-end fund effective following Closing Voya Diversified Floating Rate Senior Loan Fund (to be renamed Redwood Floating Rate Bond Fund) Change of manager to Redwood effective on Closing Expand investment objectives to add other corporate fixed income securities in addition to senior loans effective on Closing Change of auditor to Ernst & Young LLP effective following Closing Change of trustee to Redwood effective following Closing Conversion to an ETF (in respect of the Class A and Class U units of the Fund) and open-end fund effective following Closing Offering Memorandum Funds

20 Name of Fund LOGiQ Credit Opportunities Fund (to be renamed Redwood Credit Opportunities Fund) Proposed Changes Change of manager and trustee to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Authorizing conversion to a public mutual fund subject to the requirements of NI following Closing LOGIQ Select Equity Fund (to be renamed Redwood Select Equity Fund) Change of manager to Redwood effective on Closing Change of auditor to Ernst & Young LLP following Closing Change of trustee to Redwood effective following Closing Authorizing conversion to a public mutual fund subject to the requirements of NI following Closing All costs and expenses associated with the Proposals, including the costs of the Special Meetings, will be borne by LOGiQ, the Managers and/or Purpose and will not be charged to the Funds. PROPOSAL 1 CHANGE OF MANAGER, CHANGE OF TRUSTEE, INVESTMENT OBJECTIVES CHANGE, INVESTMENT RESTRICTIONS CHANGE, CONVERSION CHANGE AND CHANGE OF AUDITOR 1. Change of Manager In connection with the Transaction, the Managers propose to change the manager of each Fund from either LOGiQ Capital 2016, LOGiQ Asset Management Ltd. or LOGiQ Capital Partners Inc. to Redwood. Redwood is a corporation incorporated under the laws of the Province of Ontario. The address, phone number, address and website of Redwood is 130 Adelaide Street West, Suite 1700, P.O. Box 83, Toronto, Ontario M5H 3P5, , invest@redwoodasset.com and Redwood is registered as an investment fund manager in Ontario, Québec and Newfoundland and Labrador, as an adviser in the category of portfolio manager in Ontario and as a dealer in the category of exempt market dealer in Alberta, British Columbia, Ontario and Québec. Redwood is focused on delivering unique investment solutions managed by boutique global investment managers to Canadian investors. Redwood is a wholly owned subsidiary of Purpose, which as of September 27, 2017 had over $3.6 billion in assets under management. The names, municipalities of residence, position with Redwood, principal occupation and background of the current directors and senior officers of Redwood are set forth below:

21 Name and Municipality of Residence Position with Redwood Principal Occupation Peter Shippen Toronto, Ontario Som Seif Toronto, Ontario Scott Bartholomew Milton, Ontario Director, President, Chief Executive Officer, acting Chief Compliance Officer Director Director and Chief Financial Officer Director, President, Chief Executive Officer, acting Chief Compliance Officer of Redwood President and Chief Executive Officer of Purpose Chief Financial Officer and Chief Operating Officer of Purpose A description of the experience and background relevant to the business of the Funds of each of the directors and officers of Redwood is set out below. Peter J. Shippen is currently the President, Chief Executive Officer, acting Chief Compliance Officer and a Director of Redwood. Mr. Shippen has been Chief Compliance Officer since September He was an executive officer and a Director of Ark Fund Management Ltd. and its affiliated entities from September 2007 until its amalgamation with Redwood on January 1, From July 2002 until August 2007, Mr. Shippen worked at TD Waterhouse Canada Inc., most recently as Vice President, Fund Research and Product Due Diligence. Mr. Shippen is a CFA Charterholder, holder of the CAIA designation and earned a BA, Economics from Wilfrid Laurier University. Som Seif is the founder and President and Chief Executive Officer of Purpose which he formed following the sale of Claymore Investments, Inc. ( Claymore ) to BlackRock Inc. ( Blackrock ) in March Mr. Seif started Claymore in Canada in January 2005 and was the former President and Chief Executive Officer leading the implementation of the company s business development and corporate strategies. Over the seven years of its operation, Claymore organically grew to $8 billion in assets and established itself as a Canadian leader in bringing intelligent, low-cost exchange-traded funds to investors through its family of thirty-four exchange-traded funds across broad asset classes. Prior to joining Claymore, Mr. Seif was an investment banker with RBC Capital Markets, where he worked since He played a key role in developing the structured products group at RBC Capital Markets in both Canada and the U.S., where he structured and raised capital for both Canadian and U.S. asset managers. Mr. Seif is a CFA charterholder and has a Bachelor of Applied Science with an emphasis on Industrial and Systems Engineering from the University of Toronto. Scott Bartholomew is the Chief Financial Officer and Chief Operating Officer of Purpose. He has 20 years of experience in the Canadian investment fund industry. Mr. Bartholomew was an integral part in the development of the Canadian mutual fund services business during his 14 years at State Street Fund Services Toronto Inc. as Assistant Vice-President of Fund Administration. From 2008 until 2012 Mr. Bartholomew ran the operations for Claymore and, in 2011, Mr. Bartholomew became the Chief Compliance Officer of the firm. Upon the sale of Claymore to BlackRock in 2012, Mr. Bartholomew assisted BlackRock in the transition and integration of the Claymore business leaving BlackRock in late 2012 to start Purpose, with other partners. He has a Bachelor of Commerce from Ryerson University and is a CFA Charterholder

22 Rationale for the Change of Manager Proposal Purpose is an independent investment management firm that is focused on growing its investment management business in Canada. Purpose has determined it is appropriate to acquire additional assets under management. As the Funds were created by a similarly independent investment fund manager, Purpose believes the addition of the Funds to the actively-managed lineup of funds managed by Redwood will be a natural fit for investors in the Funds and their advisors. LOGiQ believes that the Change of Manager is in the best interests of the Funds as this is expected to lead to greater efficiencies, economies of scale and a pooling of resources which will create an even stronger family of Redwood funds to serve investors. The proposed Transaction, including the Change of Manager, has been the result of an extensive analysis by LOGiQ of trends in the investment fund industry and the need for consolidation given increasing costs. After exploring various alternatives, LOGiQ has determined that the acquisition by Purpose of substantially all of retail asset management agreements owned by LOGiQ and its affiliates would be the best alternative for the Funds. 2. Change of Trustee Under applicable law, LOGiQ Asset Management Ltd. and LOGiQ Capital Partners Inc. cannot continue to act as trustee of a Fund without also being the manager of such Fund. Provided that the Change of Manager proposal is approved and the Transaction closes, effective on Closing, Redwood will become the manager of the Funds and LOGiQ Asset Management Ltd. will resign as trustee of LOGiQ Global Resource Fund, LOGiQ High Income Fund, LOGiQ Strategic Yield Fund, LOGiQ Total Return Fund, LOGiQ AVIP Trust, LOGiQ MBB Trust, LOGiQ O&G Trust and Voya Floating Rate Senior Loan Fund, and LOGiQ Capital Partners Inc. will resign as trustee of LOGiQ Credit Opportunities Fund. Unitholders accordingly are asked to approve a change in trustee for each of LOGiQ AVIP Trust, LOGiQ MBB Trust and LOGiQ O&G Trust. Unitholders in each of LOGiQ Global Resource Fund, LOGiQ High Income Fund, LOGiQ Strategic Yield Fund, LOGiQ Total Return Fund, Voya Floating Rate Senior Loan Fund and LOGiQ Credit Opportunities Fund are not being asked to approve the Change of Trustee, as the declarations of trust governing such Funds do not require Unitholder approval to change the trustee; the successor trustee may be appointed by the Manager. For those Funds for which the trustee is a Canadian trust company, the trustee will also be changed to Redwood, following Closing in accordance with the terms of the Fund s trust agreement or declaration of trust, as applicable. Unitholders accordingly are asked to approve a change in trustee for each of Australian Banc Income Fund, Global Capital Securities Trust, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Fund and Voya Diversified Floating Rate Senior Loan Fund. Unitholders in each of LOGiQ Growth Fund, LOGiQ Tactical Bond Fund and LOGiQ Select Equity Fund are not being asked to approve the Change of Trustee, as the declarations of trust governing such Funds do not require Unitholder approval to change the trustee; the successor trustee may be appointed by the Manager. 3. Investment Objectives Change and Investment Restrictions Change As provided in the Transaction Agreement, the Manager is proposing to change the investment objectives of each of Australian Banc Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund as described below effective on Closing

23 Investment Objectives Change and Investment Restrictions Change for Australian Banc Income Fund and Rationale for Adopting the Change The following chart sets out the current and proposed investment objectives of Australian Banc Income Fund: Current Investment Objectives Proposed Investment Objectives The Fund s investment objectives are to: (i) provide unitholders with quarterly distributions; (ii) provide the opportunity for capital appreciation; and (iii) lower overall volatility of portfolio returns than would be experienced by owning common shares of the Australian banks directly. The Fund s investment objectives are to: (i) maximize total return through capital appreciation and distributions; and (ii) provide Unitholders with monthly distributions through investment in a portfolio of global financial services companies. Redwood believes that the new investment objectives will provide greater flexibility for the portfolio manager while keeping the Fund s investments primarily in global financials securities. The investment objectives change will shift the focus of the Fund from a portfolio of common shares of the Australian banks, to a broader global financials portfolio. Investors will also be asked to approve changes to the Fund s investment restrictions necessary to give effect to the revised investment objective and to conform to the standard investment restrictions in National Instrument Investment Funds ( NI ). Investment Objectives Change and Investment Restrictions Change for Voya Floating Rate Senior Loan Fund and Rationale for Adopting the Change The following chart sets out the current and proposed investment objectives of Voya Floating Rate Senior Loan Fund: Current Investment Objectives Proposed Investment Objectives The Fund s investment objectives are to: (i) provide taxadvantaged distributions consisting primarily of returns of capital; (ii) preserve capital; and (iii) generate increased returns in the event that short-term interest rates rise, in each case, through exposure to a diversified portfolio consisting primarily of senior, secured floating rate corporate loans and other senior debt obligations of non-investment grade North American borrowers held by Class A and Class U units of ISL Loan Trust and actively managed by Voya Investment Management Co. LLC The Fund s investment objectives are to generate current income and preserve capital by investing primarily in floating rate debt securities, short-term debt securities, high yield debt securities and asset-backed and mortgagebacked securities. Redwood believes that the new investment objectives will provide greater investment flexibility for the portfolio manager by allowing the portfolio manager to invest in a broader range of corporate fixed income securities, in addition to senior, secured floating rate corporate loans and other senior debt obligations of non-investment grade North American borrowers, thereby providing greater diversification

24 to investors. This investment objectives change will provide investors with a more diversified global portfolio. Investors will also be asked to approve changes to the Fund s investment restrictions necessary to give effect to the revised investment objective and to conform to the standard investment restrictions in NI Investment Objectives Change for Voya Diversified Floating Rate Senior Loan Fund and Rationale for Adopting the Change The following chart sets out the current and proposed investment objectives of Voya Diversified Floating Rate Senior Loan Fund: Current Investment Objectives Proposed Investment Objectives The Fund s investment objectives are to: (i) provide taxadvantaged monthly cash distributions consisting primarily of returns of capital; (ii) preserve capital; and (iii) generate increased returns in the event that shortterm interest rates rise above applicable LIBOR floors, in each case, through exposure to a diversified portfolio consisting primarily of senior, secured floating rate corporate loans and other senior debt obligations of non-investment grade North American borrowers held by ISL Loan Trust II and actively managed by Voya Investment Management Co. LLC The Fund s investment objectives are to generate current income and preserve capital by investing primarily in floating rate debt securities, short-term debt securities, high yield debt securities and asset-backed and mortgagebacked securities. Redwood believes that the new investment objectives will provide greater investment flexibility for the portfolio manager by allowing the portfolio manager to invest in other corporate fixed income securities, in addition to senior, secured floating rate corporate loans and other senior debt obligations of noninvestment grade North American borrowers, thereby providing greater diversification to investors. This investment objectives change will provide investors with a more diversified global portfolio. 4. Conversion Change With respect to each of Australian Banc Income Fund, Global Capital Securities Trust, LOGiQ Advantage Bond Fund, LOGiQ Advantage Oil & Gas Income Fund, LOGiQ Advantage VIP Income Fund, LOGiQ VIP Income Fund, Low Volatility Canadian Equities Income Fund, Macquarie Global Infrastructure Income Fund, Voya Floating Rate Senior Loan Fund and Voya Diversified Floating Rate Senior Loan Fund, provided that the Transaction closes, Redwood is proposing that each such Fund will undergo a conversion from a closed-end fund to an open-end fund with one or more classes of mutual fund units and a class of ETF units. With respect to the Offering Memorandum Funds, provided that the Transaction closes, Redwood is proposing that each such Fund will, in Redwood s discretion, undergo a conversion to a public mutual fund subject to the requirements of NI following Closing. Unitholders of the Offering Memorandum Funds are not being asked to approve the Conversion Change, as the declarations of trust governing such funds do not require unitholder approval to convert to a public mutual fund. Instead, such Funds may undergo the Conversion Change upon written notice. Except for such changes as are necessary to give effect to the Investment Objectives Change, each of these Fund will continue to pursue substantially the same investment strategies which the Fund currently pursues to the extent such strategies are permitted in accordance with NI , or any exemption that