MANAGEMENT INFORMATION CIRCULAR

Transcription

1 MANAGEMENT INFORMATION CIRCULAR ANNUAL AND SPECIAL MEETINGS OF INVESTORS OF NBI Long Term Bond (formerly, National Bank Long Term Bond ) NBI U.S. $ Global Tactical Bond (formerly, National Bank U.S. $ Global Tactical Bond ) National Bank Dividend Income Inc. and National Bank Alta Investment Corp. (the Corporate s ) AND SPECIAL MEETINGS OF INVESTORS OF NBI Monthly Secure Income (formerly, National Bank Monthly Secure Income ) NBI Monthly Conservative Income (formerly, National Bank Monthly Conservative Income ) NBI Monthly Moderate Income (formerly, National Bank Monthly Moderate Income ) NBI Monthly Balanced Income (formerly, National Bank Monthly Balanced Income ) NBI Monthly Growth Income (formerly, National Bank Monthly Growth Income ) NBI Asset Allocation (formerly, National Bank Asset Allocation ) NBI Monthly Equity Income (formerly, National Bank Monthly Equity Income ) NBI High Dividend (formerly, National Bank High Dividend ) NBI Westwood Global Dividend (formerly, Westwood Global Dividend ) NBI Westwood Global Equity (formerly, Westwood Global Equity ) NBI European Equity (formerly, National Bank European Equity ) NBI Asia Pacific (formerly, National Bank Asia Pacific ) NBI Japanese Equity (formerly, National Bank Japanese Equity ) NBI Global Small Cap (formerly, National Bank Global Small Cap ) NBI Science and Technology (formerly, National Bank Science and Technology ) NBI Health Sciences (formerly, National Bank Health Sciences ) NBI Energy (formerly, National Bank Energy ) NBI Precious Metals (formerly, National Bank Precious Metals ) NBI U.S. Growth & Income Private Portfolio NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio NBI Currency-Hedged International High Conviction Equity Private Portfolio (the Trust s and together with the Corporate s, the s ) to be held on May 10, 2017 commencing at 9:30 a.m. ET at the offices of National Bank of Canada 600 de la Gauchetière Street West, Level C Montreal, Quebec

2 TABLE OF CONTENTS Page SOLICITATION OF PROXIES... 3 PURPOSE OF THE MEETING... 3 REQUIRED SECURITYHOLDER APPROVAL... 5 PROPOSED MERGERS... 6 PROCEDURE FOR THE MERGERS... 9 CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE MERGERS FUND MERGER DETAILS MERGER OF NBI LONG TERM BOND FUND INTO NBI BOND FUND MERGER OF NBI U.S. $ GLOBAL TACTICAL BOND FUND INTO NBI GLOBAL TACTICAL BOND FUND MERGER OF NBI MONTHLY SECURE INCOME FUND INTO NBI SECURE PORTFOLIO MERGER OF NBI MONTHLY CONSERVATIVE INCOME FUND INTO NBI CONSERVATIVE PORTFOLIO MERGER OF NBI MONTHLY MODERATE INCOME FUND INTO NBI MODERATE PORTFOLIO MERGER OF NBI MONTHLY BALANCED INCOME FUND INTO NBI BALANCED PORTFOLIO MERGER OF NBI MONTHLY GROWTH INCOME FUND INTO NBI GROWTH PORTFOLIO MERGER OF NBI ASSET ALLOCATION FUND INTO NBI GROWTH PORTFOLIO MERGER OF NBI MONTHLY EQUITY INCOME FUND INTO NBI EQUITY PORTFOLIO MERGER OF NATIONAL BANK DIVIDEND INCOME FUND INC. INTO NBI DIVIDEND FUND MERGER OF NBI HIGH DIVIDEND FUND INTO NBI CANADIAN EQUITY FUND MERGER OF NATIONAL BANK ALTAFUND INVESTMENT CORP. INTO NBI CANADIAN EQUITY GROWTH FUND MERGER OF NBI WESTWOOD GLOBAL DIVIDEND FUND INTO NBI GLOBAL EQUITY FUND MERGER OF NBI WESTWOOD GLOBAL EQUITY FUND INTO NBI GLOBAL EQUITY FUND MERGER OF NBI EUROPEAN EQUITY FUND INTO NBI GLOBAL EQUITY FUND... 66

3 - 2 - MERGER OF NBI ASIA PACIFIC FUND INTO NBI GLOBAL EQUITY FUND MERGER OF NBI JAPANESE EQUITY FUND INTO NBI GLOBAL EQUITY FUND MERGER OF NBI GLOBAL SMALL CAP FUND INTO NBI GLOBAL EQUITY FUND MERGER OF NBI SCIENCE AND TECHNOLOGY FUND INTO NBI GLOBAL EQUITY FUND MERGER OF NBI HEALTH SCIENCES FUND INTO NBI GLOBAL EQUITY FUND MERGER OF NBI ENERGY FUND INTO NBI RESOURCE FUND MERGER OF NBI PRECIOUS METALS FUND INTO NBI RESOURCE FUND MERGER OF NBI U.S. GROWTH & INCOME PRIVATE PORTFOLIO INTO NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO MERGER OF NBI CURRENCY-HEDGED U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO INTO NBI U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO MERGER OF NBI CURRENCY-HEDGED INTERNATIONAL HIGH CONVICTION EQUITY PRIVATE PORTFOLIO INTO NBI INTERNATIONAL HIGH CONVICTION EQUITY PRIVATE PORTFOLIO AMENDMENT TO THE BY-LAWS OF THE TERMINATING CORPORATE FUNDS BUSINESS OF THE ANNUAL MEETING FOR THE TERMINATING CORPORATE FUNDS COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF THE TERMINATING CORPORATE FUNDS INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE TERMINATING CORPORATE FUNDS MANAGEMENT OF THE FUNDS APPOINTMENT AND REVOCATION OF PROXIES EXERCISE OF DISCRETION BY PROXIES VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF GENERAL SCHEDULE A MERGER RESOLUTIONS... 1 SCHEDULE B RESOLUTIONS TO CONFIRM AMENDMENT TO BY- LAWS AND APPROVE BUSINESS TRANSACTED AT THE ANNUAL MEETING OF THE TERMINATING CORPORATE FUNDS... 1

4 3 SOLICITATION OF PROXIES The information contained in this Management Information Circular ( Information Circular ) is provided by the board of directors of National Bank Investments Inc. (the Manager ) in its capacity as manager of the s, and on behalf of Natcan Trust Company as trustee of each Trust other than NBI U.S. Growth & Income Private Portfolio, NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity Private Portfolio (the Private Portfolios ) and on behalf of National Bank Trust Inc. as trustee for the Private Portfolios, and by the boards of directors of the Corporate s in connection with the solicitation of proxies on behalf of management of the s to be used at the special meetings of the investors of the Trust s and the annual and special meetings of investors of the Corporate s. These meetings are to be held concurrently at the offices of National Bank of Canada, 600 de la Gauchetière Street West, Level C, Montreal, Quebec on Wednesday, May 10, 2017 commencing at 9:30 a.m. ET (collectively, the Meeting ), with securityholders of each voting together as a fund, for the purposes outlined in the notice of meeting. The Manager anticipates that the solicitation of proxies will principally be done by mail. The cost of the solicitation will be borne by the Manager. If the Meeting in respect of any is adjourned, the Manager hereby provides notice that the adjourned meeting will be held at the same time and location on Thursday May 11, PURPOSE OF THE MEETING The purpose of the Meeting is to consider and, if advisable, pass the following resolutions: 1. in respect of each, to approve the merger (each a Merger and collectively the Mergers ) of each into its applicable continuing fund (each a Continuing and collectively the Continuing s ) as set forth below, together with the matters related thereto, as described in the Information Circular and in the resolutions attached as Schedule A to this Information Circular: Continuing NBI Long Term Bond NBI U.S. $ Global Tactical Bond NBI Monthly Secure Income NBI Monthly Conservative Income NBI Monthly Moderate Income NBI Monthly Balanced Income NBI Monthly Growth Income NBI Asset Allocation NBI Monthly Equity Income NBI Bond (formerly, National Bank Bond ) NBI Global Tactical Bond (formerly, National Bank Global Tactical Bond ) NBI Secure Portfolio NBI Conservative Portfolio NBI Moderate Portfolio NBI Balanced Portfolio NBI Growth Portfolio NBI Equity Portfolio

5 4 Continuing National Bank Dividend Income Inc. NBI High Dividend National Bank Alta Investment Corp. NBI Dividend (formerly, National Bank Dividend ) NBI Canadian Equity (formerly, National Bank Canadian Equity ) NBI Canadian Equity Growth (formerly, National Bank Canadian Equity Growth ) NBI Westwood Global Dividend NBI Westwood Global Equity NBI European Equity NBI Asia Pacific NBI Japanese Equity NBI Global Equity (formerly, National Bank Global Equity ) NBI Global Small Cap NBI Science and Technology NBI Health Sciences NBI Energy NBI Precious Metals NBI U.S. Growth & Income Private Portfolio NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio NBI Currency-Hedged International High Conviction Equity Private Portfolio NBI Resource (formerly, National Bank Resource ) NBI U.S. High Conviction Equity Private Portfolio NBI International High Conviction Equity Private Portfolio 2. in respect of each Corporate, to appoint the directors of each Corporate, together with the matters related thereto, as described in this Information Circular and in the resolutions attached as Schedule B to this Information Circular; 3. in respect of each Corporate, to re-appoint Raymond Chabot Grant Thornton LLP as auditors of each Corporate and authorize the directors to fix the remuneration of the auditors, together with the matters related thereto, as described in this Information Circular and in the resolutions attached as Schedule B to this Information Circular; 4. in respect of each Corporate, to confirm the amendment to the by-laws of each Corporate, together with the matters related thereto, as described in this Information Circular and in the resolutions attached as Schedule B to this Information Circular; and 5. to transact such other business as may properly come before the Meeting.

6 5 REQUIRED SECURITYHOLDER APPROVAL Voting Each of the Mergers in respect of the Trust s will not be effective unless approved by a majority of the votes (i.e., more than 50%) cast by the securityholders of each Trust present or represented by proxy and entitled to vote at the Meeting. Each of the Mergers in respect of the Corporate s will not be effective unless approved by a special two-thirds majority (i.e. 66⅔%) of the votes cast by the securityholders of each Corporate present or represented by proxy and entitled to vote at the Meeting. No Merger is contingent on any other Merger, and one may proceed even if another is not approved. The confirmation of the amendment to the by-laws in respect of each Corporate requires the approval of a majority (i.e. more than 50%) of the votes cast by the securityholders of each Corporate present or represented by proxy and entitled to vote at the Meeting. The resolutions regarding the approval of the directors and the appointment of the independent auditors for each Corporate must be adopted by a majority (i.e. more than 50%) of the votes cast by the securityholders of each Corporate present or represented by proxy and entitled to vote at the Meeting. Securityholders of each are entitled to one vote for each whole security held and no votes for fractions of a security. Holders of securities of record at the close of business on March 24, 2017 will be entitled to vote at the Meeting, except to the extent that such securities are redeemed prior to the Meeting or that a transferee of securities after that date complies with the required procedures in order to qualify to vote the transferred securities. If your securities were transferred to you from another holder after March 24, 2017 (this would occur only in unusual circumstances, such as death of a holder), you should contact the Manager to determine the documentation necessary to transfer the securities on the Manager s records. You will only be able to vote the transferred securities after the transfer has been recorded on the Manager s records. Quorum In order for any Meeting of a to be duly constituted, at least two securityholders of such must be present in person or represented by proxy at that Meeting. If a quorum is not present at the opening of any Meeting of a, the Meeting in respect of that may be adjourned to a fixed time and place but no business may be transacted in respect of that. If any Meeting of a Trust is adjourned due to lack of quorum, securityholders present in person or represented by proxy at the adjourned Meeting, whatever their number and the number of securities held by them, will form a quorum. If any Meeting of a Corporate is adjourned due to lack of quorum, two securityholders present in person or represented by proxy at the adjourned Meeting will form a quorum.

7 6 PROPOSED MERGERS Benefits of the proposed mergers The Manager believes these Mergers will be beneficial to the securityholders of the s for the following reasons: the Mergers will result in a more streamlined and simplified product line-up that is easier for investors to understand; the Mergers will eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating each and Continuing as separate funds; in some cases, the Continuing s have delivered stronger long term performance than the applicable s; in some cases, the Continuing may offer a more global approach to investing; following the Mergers, each Continuing will have a portfolio of greater value, which may allow for increased portfolio diversification opportunities if desired; in some cases, there is significant overlap between portfolio holdings of the and portfolio holdings of the Continuing ; each Continuing, as a result of its greater size, may benefit from its larger profile in the marketplace; and in some cases, management fees and/or fixed administration fees will be lower for the Continuing s. Each of the proposed Mergers is conditional upon receiving approval from the applicable, as well as regulatory approval. The historical rates of return for each and the Continuing s are available in the management report of fund performance for the applicable. The Manager proposes to effect the following Mergers on a taxable basis (the Taxable Mergers ): Continuing NBI U.S. $ Global Tactical Bond National Bank Dividend Income Inc. National Bank Alta Investment Corp. NBI Westwood Global Equity NBI Energy NBI Precious Metals NBI Global Tactical Bond NBI Dividend NBI Canadian Equity Growth NBI Global Equity NBI Resource

8 7 Continuing NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio NBI Currency-Hedged International High Conviction Equity Private Portfolio NBI U.S. High Conviction Equity Private Portfolio NBI International High Conviction Equity Private Portfolio The Merger of NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity Private Portfolio into NBI International High Conviction Equity Private Portfolio (the High Conviction Mergers ) will be effected as Taxable Mergers as the sole holdings of the two s are currency forwards and securities of the applicable Continuing. Therefore, there are no available assets of either available to be transferred to the respective Continuing s; as is required to be effected on a tax-deferred basis. The Merger of NBI Westwood Global Equity into NBI Global Equity cannot be effected as a tax-deferred Merger, as the is not a mutual fund trust; as is required to be effected on a tax-deferred basis. The Manager proposes to effect all of the remaining Taxable Mergers as taxable transactions because the Manager has determined that it would be in the overall best interest of investors in each of the relevant and Continuing. Further, as at the date of this Information Circular, the majority of investors in the s involved in the Taxable Mergers are tax exempt or have an accrued loss on their securities. Effecting the Taxable Mergers on a taxable basis will preserve the unused tax losses of the Continuing s, which would otherwise expire upon implementation of the Mergers on a taxdeferred basis and therefore would not be available to shelter income and capital gains realized by the Continuing in future years. The following Mergers (the Tax-Deferred Mergers ) will be effected on a tax-deferred basis for securityholders: Continuing NBI Long Term Bond NBI Monthly Secure Income NBI Monthly Conservative Income NBI Monthly Moderate Income NBI Monthly Balanced Income NBI Monthly Growth Income NBI Asset Allocation NBI Monthly Equity Income NBI High Dividend NBI Bond NBI Secure Portfolio NBI Conservative Portfolio NBI Moderate Portfolio NBI Balanced Portfolio NBI Growth Portfolio NBI Equity Portfolio NBI Canadian Equity

9 8 Continuing NBI Westwood Global Dividend NBI European Equity NBI Asia Pacific NBI Japanese Equity NBI Global Small Cap NBI Science and Technology NBI Health Sciences NBI U.S. Growth & Income Private Portfolio NBI Global Equity NBI U.S. High Conviction Equity Private Portfolio The tax consequences of the Mergers are further discussed in the section Canadian Federal Income Tax Considerations for the Mergers. You should read this section and the section that provides a detailed description of the Merger that affects your. No sales charges, redemption fees or other fees or commissions will be payable by securityholders of the s in connection with the Mergers. All costs and expenses associated with the Mergers will be borne by the Manager. If an investor chooses to redeem securities of a purchased under the deferred sales charge option or the low sales charge option prior to the Merger, the Manager will not waive any redemption fees payable by such investor in connection with the redemption of such securities. The existing deferred sales charge or low load schedule applicable to securities of a will be carried over to the securities of the relevant Continuing. Difference between a Trust and a Corporate An investment fund may be structured as a trust (a Trust ) or as a corporation or class of a corporation (a Corporate ). All of the Continuing s are Trust s. Both allow you to pool your money with other investors, but there are some differences. When you invest in a Trust, you buy units of the trust. When you invest in a Corporate, you buy shares of the corporation. The main difference between an investment in a Trust and an investment in a Corporate is in how your investment is taxed, which may be important if you re investing outside of a registered plan. Corporate s distribute earnings by declaring ordinary dividends or capital gains dividends. Trust s distribute all of their income and sufficient net realized capital gains so that the applicable Trust will not be subject to tax. For tax purposes, these distributions to unitholders of a Trust generally retain the same character as the income that is received by the Trust. For more information, see the simplified prospectus of the s. Investors in a Trust may be granted different voting rights than investors in a Corporate. Trust investors are granted voting rights under the applicable trust document governing the trust, whereas investors in a Corporate are granted voting rights by the applicable corporate statute governing the corporation, as well as by the articles and by-laws governing the Corporate. In the case of the Corporate s, the applicable corporate statute is the Canada Business Corporations Act (the CBCA ). The rights granted to Corporate investors under the CBCA include the right to vote in respect of certain fundamental changes proposed to be made to the Corporate s (including a sale of all or substantially all of its assets out of the ordinary course of business) and the right to dissent from certain fundamental changes to the

10 9 Corporate and to be paid the fair value for their shares. amental changes to a corporation generally may be made only if approved by a resolution of shareholders of the corporation passed by two-thirds of the votes cast at a meeting of shareholders or by an instrument in writing signed by all the shareholders. As required by the CBCA, the Corporate s have a board of directors that is elected annually by the shareholders. The directors and officers of Corporate s, along with the Manager, manage the affairs of Corporate s and, in exercising their powers and discharging their duties, are required to act honestly and in good faith with a view to the best interests of Corporate s, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In contrast, a Trust, such as the Trust s (as defined below), does not have a board of directors. Rather, under the relevant declaration of trust of each Trust, the trustee is obliged to exercise its powers and discharge its duties honestly, in good faith and in the best interest of the Trust and in connection therewith to exercise a degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. The Manager recommends that securityholders of the s vote FOR the Mergers. The Independent Review Committee ( IRC ) of each of the s has reviewed the potential conflict of interest matters related to the proposed Mergers and has provided a positive recommendation having determined that the proposed Mergers, if implemented, achieve a fair and reasonable result for each of the s. While the IRC has determined that the implementation of the proposed Mergers would achieve a fair and reasonable result for each of the s, it is not the role of the IRC to recommend that securityholders vote in favour of the proposed matter. The IRC s determination does not constitute such a recommendation. Securityholders should review the proposed Mergers described herein and make their own decisions. PROCEDURE FOR THE MERGERS The proposed Merger of each Trust (other than the High Conviction Mergers) will be structured as follows: Prior to effecting a Merger, if required, each Trust will sell any securities in its portfolio that do not meet the investment objectives and investment strategies of the applicable Continuing that is a trust fund (each, a Continuing Trust ). As a result, some of the Trust s may temporarily hold cash or money market instruments and may not be fully invested in accordance with their investment objectives for a brief period of time prior to the Merger being effected. The value of each Trust s portfolio and other assets will be determined at the close of business on the effective date of each applicable Merger in accordance with the constating documents of the applicable Trust. Each Continuing Trust will acquire the investment portfolio and other assets of the applicable Trust in exchange for securities of the Continuing Trust. The securities of each Continuing Trust received by the applicable Trust will have an aggregate net asset value equal to the value of the portfolio assets and other assets that

11 10 the Continuing Trust is acquiring from the Trust, and the securities of the Continuing Trust will be issued at the applicable series net asset value per security as of the close of business on the effective date of the applicable Merger. Each Continuing Trust will not assume any liabilities of the applicable Trust and the Trust will retain sufficient assets to satisfy its estimated liabilities, if any, as of the effective date of the applicable Merger. The Trust s will distribute a sufficient amount of their net income and net realized capital gains, if any, to securityholders to ensure that the Trust s will not be subject to tax for their current tax year. Immediately thereafter, securities of each Continuing Trust received by the applicable Trust will be distributed to securityholders of the Trust in exchange for their securities in the Trust on a dollar for dollar and series-byseries basis, as applicable. As soon as reasonably possible, and in any case within 90 days following the effective date of each Merger, the applicable Trust will be wound up. The proposed High Conviction Mergers will be structured as follows: Prior to effecting a Merger, if required, each Trust will settle all currency forwards such that its sole investments will be the securities of the Continuing Trust and sufficient assets to satisfy its estimated liabilities, if any, as of the effective date of the applicable Merger. The F securities held by the Trust in the Continuing Trust will be redesignated by the Manager into the same series of the Continuing Trust which securityholders of the Trust will receive upon the Merger on a proportionate series-by-series basis. The Trust s will distribute a sufficient amount of their net income and net realized capital gains, if any, to securityholders to ensure that the Trust s will not be subject to tax for their current tax year. Immediately thereafter, securities of each Continuing Trust held by the applicable Trust will be distributed to securityholders of the Trust in exchange for their securities in the Trust on a dollar for dollar and series-byseries basis, as applicable. As soon as reasonably possible, and in any case within 90 days following the effective date of each Merger, the applicable Trust will be wound up. The proposed Merger of each Corporate will be structured as follows: Prior to effecting a Merger, if required, each Corporate will sell any securities in its portfolio that do not meet the investment objective and investment strategies of the applicable Continuing Trust. As a result, the portfolios of the Corporate s may temporarily hold cash or money market instruments and may not be fully invested in accordance with their investment objectives for a brief period of time prior to the Merger being effected.

12 11 The value of each Corporate s portfolio and other assets will be determined at the close of business on the effective date of the Merger in accordance with the constating documents of the applicable Corporate. Each Continuing Trust will acquire the investment portfolio and other assets of the applicable Corporate in exchange for securities of the Continuing Trust. The securities of each Continuing Trust received by the applicable Corporate will have an aggregate net asset value equal to the value of the portfolio assets and other assets that the Continuing Trust is acquiring from the Corporate, and the securities of the Continuing Trust will be issued at the applicable series net asset value per security as of the close of business on the effective date of the applicable Merger. Each Continuing Trust will not assume any liabilities of the applicable Corporate and the Corporate will retain sufficient assets to satisfy its estimated liabilities, if any, as of the effective date of the applicable Merger. Each Corporate may pay ordinary dividends or capital gains dividends to securityholders of the Corporate. Immediately thereafter, securities of each Continuing Trust received by the applicable Corporate will be distributed to securityholders of the Corporate in exchange for their securities in the Corporate on a dollar for dollar and series-by-series basis, as applicable. As soon as reasonably possible following each Merger, the applicable Corporate will be wound up and dissolved. Suspending redemptions and purchases of securities of the s Should a proposed Merger be approved, the right of the securityholders of the relevant to redeem or switch their securities of the will end as of the close of business on the business day immediately preceding the effective date of the applicable Merger. To determine the applicable Merger date for your, you should read the section that provides a detailed description of the Merger that affects your. After that, securityholders of each will be able to redeem or switch out of the securities of the applicable Continuing that they acquire upon the Merger. Securities of the Continuing acquired by securityholders upon the Merger are subject to the same redemption charges, if any, to which their securities of the were subject prior to the Merger. Purchases of, and switches into, securities of each were suspended as of 11:59 p.m. ET on March 1, 2017, except for purchases made pursuant to pre-existing pre-authorized purchase and distribution reinvestment plans and purchases made as part of the National Bank Managed Portfolios program, all of which will be suspended as of the close of business on the effective date of the applicable Merger. Following the Mergers, pre-authorized purchase plans, distribution reinvestment plans and other systematic plans that have been established for each will be continued for the applicable Continuing, in accordance with the same terms and conditions as the original systematic plan, unless a securityholder advises otherwise. You may cancel or change a systematic plan at any time.

13 12 Additional information Additional information about the s is available in their simplified prospectus, annual information form, fund facts, management report of fund performance and financial statements. You can get a copy of these documents upon request and at no cost, by calling the Manager toll free at , from your dealer or by at investments@nbc.ca. These documents and other information about the s, such as information circulars and material contracts, are also available on the s website or at CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THE MERGERS This is a general summary of the principal Canadian federal income tax considerations, as of the date hereof, for the Trust s, for the Corporate s and for investors in the s who are individuals, other than trusts. This summary assumes that, for the purposes of the Income Tax Act (Canada) (the Act ), individual investors are resident in Canada and hold securities of the s as capital property. This summary is of a general nature only and is not exhaustive of all possible income tax considerations. You should consult your own tax advisor about your individual circumstances. If you redeem securities of a before the date of the Merger, you will realize a capital gain (or capital loss) to the extent that the proceeds of this redemption exceed (or are exceeded by) the aggregate of your adjusted cost base of the securities and any costs of redemption. Unless you hold your securities in a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered education savings plan, registered disability savings plan or tax-free savings account (collectively, Registered Plans ) one-half of any such capital gain must be included in computing your income and one-half of any such capital loss may be deducted against taxable capital gains, subject to, and in accordance with, the detailed provisions of the Act. Taxable Mergers On or prior to the date of the Merger, each of the s involved in the Taxable Mergers will dispose of each of their investments for the fair market value thereof at that time and thus, will realize any accrued capital gains and losses on their investments. Any net realized capital gains of the s for the year in which the Taxable Mergers occur will be reduced by available loss carryforwards of the s. The s, other than NBI Westwood Global Equity, NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity Private Portfolio, are expected to have sufficient realizable losses and loss carryforwards such that they will not realize any capital gain as a result of the disposition of investments in connection with the Merger. Any unused losses and loss carryforwards of the s will expire and will not be available for use by the applicable Continuing involved in the Taxable Mergers. Prior to the distribution of securities of the Continuing s to the securityholders of the s, (1) each of the Trust s will distribute to securityholders a sufficient amount of its net income for the taxation year in which the Taxable Mergers occur to ensure that the applicable Trust will not be subject to tax on its net income, if any, for that year and (2) each of the Corporate s will pay ordinary dividends and/or capital gains dividends to ensure that the applicable Corporate will not be subject to tax. You will receive a statement for tax purposes identifying your share of the s income and capital gains, or dividends, as the

14 13 case may be, if any, for the 2017 taxation year and the taxable portion of such income and capital gains, or dividends, must be included in computing your income. The cost to the s of the securities of the applicable Continuing received in the course of the Taxable Mergers (if any) will be equal to the fair market value of such s assets transferred to the Continuing. The distribution by the of securities of the Continuing to securityholders in exchange for securities of the (other than on the High Conviction Mergers) should not result in a capital gain or loss to the, provided that such distribution occurs immediately after the transfer of the assets to the Continuing. Upon the distribution by each of the s of securities of the applicable Continuing in exchange for securities of the, securityholders will have a disposition of their securities of the for proceeds of disposition equal to the fair market value of the securities of the Continuing received. As a result, securityholders will realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition exceed (or are exceeded by) the adjusted cost base of the securityholder s securities of the and any reasonable costs of disposition. One-half of any such capital gain must be included in computing a securityholder s income and one-half of any such capital loss may be deducted against taxable capital gains subject to, and in accordance with, the detailed provisions of the Act. A securityholder will acquire the securities of the applicable Continuing received on the Taxable Mergers at a cost equal to the fair market value of such securities at the time of the Merger. This cost will likely be different from the adjusted cost base of the securities of the that were exchanged. In determining the adjusted cost base of the securities of the applicable Continuing, the cost of the new securities of the Continuing must be averaged with the adjusted cost base of any other identical securities of the Continuing already held by the securityholder. Tax-Deferred Mergers Prior to the date of the Tax-Deferred Mergers, securities held by a will need to be liquidated if the securities do not meet the investment objectives of the applicable Continuing. As a result, the s may realize capital gains and capital losses. Each of NBI Monthly Growth Income, NBI Asset Allocation, NBI Monthly Equity Income, NBI High Dividend, NBI Westwood Global Dividend and NBI U.S. Growth & Income Private Portfolio is expected to realize a material net capital gain as a result of such liquidation, and NBI Monthly Moderate Income is expected to realize a modest net capital gain as a result of the liquidation. Based on current market values, the Manager expects that any capital gains realized by the other s on the liquidation of securities will be offset by available losses. The actual amount of gains and losses realized by a may be different from the current expectation due to changes in the value of securities held by a between the date of this Information Circular and the date of the applicable Tax-Deferred Merger. On the date of the applicable Tax-Deferred Merger, each will realize any remaining accrued capital losses and, to the extent it elects, any remaining accrued capital gains, as a result of the sale of its assets to the applicable Continuing. Each intends to elect to realize capital gains only to the extent that capital losses and loss carryforwards are available to offset such capital gains. On the date of the Tax-Deferred Mergers, each will, if necessary, distribute a sufficient amount of its net income and net realized capital gains to its securityholders to ensure that the will not be subject to tax for its current taxation year, which is deemed to end on the date of the Tax- Deferred Mergers. The amount of net realized capital gains will include any capital gains or capital losses realized on the liquidation of securities described above, as well as any previously realized capital gains or capital losses. Based on current market values, the Manager expects that NBI Monthly Moderate Income, NBI Monthly Growth Income, NBI Asset Allocation, NBI Monthly Equity Income,

15 14 NBI High Dividend, NBI Westwood Global Dividend and NBI U.S. Growth & Income Private Portfolio will distribute capital gains as a result of the liquidation of securities. The actual amount of distributions paid by a may be different from the current expectation due to changes in the value of securities held by a between the date of this Information Circular and the date of the applicable Tax-Deferred Merger. Unless securities are held in a Registered Plan, if you are a securityholder of a you will receive a statement for tax purposes identifying your share of the s income, if any, for such taxation year. Any income reported thereon must be included in your income for The disposition of securities of a in exchange for securities of the applicable Continuing will not result in a capital gain or loss to the or to securityholders of the. The aggregate cost for tax purposes of the securities of a Continuing received by a securityholder of a will be equal to the securityholder s aggregate adjusted cost base of the securities of the immediately prior to the exchange. In determining the adjusted cost base of the securityholder s securities of a Continuing, the cost of the new securities of the Continuing will be averaged with the adjusted cost base of any other identical securities of the Continuing already held by the securityholder. General Each of the Trust s, other than NBI Westwood Global Equity, is a mutual fund trust within the meaning of the Act and each of the Corporate s is a mutual fund corporation within the meaning of the Act. As a result of the Mergers, investors will hold securities of a Continuing which are all mutual fund trusts within the meaning of the Act. Please refer to the simplified prospectus relating to the Continuing s, which is available from the Manager at no charge upon request, for a description of the income tax consequences of acquiring, holding and disposing of securities of the applicable Continuing s. Eligibility for registered plans Securities of each of the s are qualified investments under the Act for Registered Plans. Securities of a may be a prohibited investment for the RRSP, RRIF or TFSA of a particular investor even though the securities of the are a qualified investment for that Registered Plan. The plan holder of an RRSP, RRIF or TFSA is generally subject to a 50% potentially refundable tax on the value of the prohibited investment held in his or her Registered Plan and a 100% tax on income attributable to, and capital gains realized on, the disposition of that prohibited investment. You should consult your tax advisor about the special rules that apply to each particular Registered Plan, including whether or not an investment in a would be a prohibited investment for your Registered Plan.

16 15 FUND MERGER DETAILS MERGER OF NBI LONG TERM BOND FUND INTO NBI BOND FUND (applicable to securityholders of NBI Long Term Bond ) General The Manager is seeking approval from securityholders of NBI Long Term Bond for the Merger of this into NBI Bond, the Continuing. Securityholders of the are entitled to vote on the proposed Merger because applicable securities legislation requires the Manager to seek approval from securityholders of the in connection with a Merger. If approved, the Merger will become effective on or about May 19, The Manager will have the discretion to postpone implementation of the Merger until a later date (which shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the or its investors. Following the Merger, the will be wound up. The proposed Merger of these s is also subject to regulatory approval. As discussed in greater detail below, the investment objectives and strategies of the are different from the investment objectives and strategies of the Continuing. However, both s invest in fixed income securities. In exchange for their current securities, investors will receive securities of the Continuing that have a management fee that is the same as the management fee charged in respect of the securities of the that they currently hold. By approving this Merger, securityholders of the accept the investment objectives of the Continuing, the fee structure of the Continuing, and the tax consequences of the Merger. See Canadian Federal Income Tax Considerations for the Mergers on page 12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see Investment Objectives and Strategies below for a comparison of the investment objectives of the s and see Comparison of Size, Management Fee and Expenses below for a discussion of the fees and expenses of the s. Benefits of this Merger As discussed above under Benefits of the Proposed Mergers on page 6, there are a number of benefits to securityholders of both the and the Continuing, including that the Merger will eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the and Continuing as separate funds. Additionally, following the Merger, the Continuing will have a portfolio of greater value, which may allow for increased portfolio diversification opportunities if desired, meaning less risk in a rising rate environment, and the Continuing may benefit from its larger profile in the marketplace. Recommendation The Manager recommends that securityholders of the vote FOR the Merger. Investment Objectives and Strategies The investment objectives and primary investment strategies of the s are as follows:

17 16 Investment Objectives Investment Strategies NBI Long Term Bond The investment objective of NBI Long Term Bond is to provide investors with superior investment returns over the long term, while preserving capital, by investing mainly in longer term fixedincome securities. To meet its objective, NBI Long Term Bond invests primarily in longerterm government and stripped coupon bonds, as well as selected foreign bonds, in a manner consistent with the fund s investment objective. The may also invest in investment-grade corporate bonds when yields are attractive relative to government bonds. The portfolio manager of the may invest approximately 45% of the net assets of the in securities of underlying mutual funds managed by the Manager or by third parties. The criteria used for selecting underlying fund securities are the same as the criteria used for selecting other types of securities. The portfolio manager may invest up to 30% of the fund s assets in foreign securities. The s portfolio is actively managed, attempting to anticipate changes in interest rates in order to generate higher returns. The may use derivatives to implement the investment strategy and to manage risks. The may enter into securities lending, repurchase and reverse repurchase transactions to improve its performance. The has a relatively high portfolio turnover rate, increasing trading costs and the possibility of taxable gains for investors. NBI Bond The investment objective of NBI Bond is to provide a high level of current income, reasonable unit price stability and sustained capital growth. The invests primarily in Canadian federal and provincial bonds. These offer investors with secure returns with low risk. To meet its objective, NBI Bond may invest in Canadian federal and provincial government bonds with medium or long terms, foreign government bonds, municipal bonds, Canadian and foreign corporate bonds and asset-backed and mortgage-backed securities. The portfolio manager of the may invest approximately 45% of the net assets of the in securities of underlying mutual funds (including exchange-traded funds) managed by the Manager or by third parties. The criteria used for selecting underlying fund securities are the same as the criteria used for selecting other types of securities. When choosing securities for this, the portfolio manager looks at Canadian economic conditions and how these conditions affect interest rates. If interest rates are expected to go up, the portfolio manager will choose securities with a shorter term. If interest rates are expected to fall, the portfolio manager will choose securities with a longer term. Most of the investment is in federal and provincial government bonds. A smaller percentage is in municipal and corporate bonds. Investments in debt securities of foreign companies will not exceed approximately 30% of the s assets. The may use derivatives to implement the investment strategy and to manage risks. The may enter into securities lending, repurchase and reverse repurchase transactions to improve its performance. The has a relatively high portfolio turnover rate, increasing trading costs and the possibility of taxable gains for investors.

18 17 As a result of the fact that the aims to preserve capital and is permitted to invest in any kind of fixed-income security, while the Continuing seeks to achieve capital growth and is restricted to investing predominantly in Canadian federal and provincial bonds, the Manager believes a reasonable person would consider the investment objectives of these funds to be less than substantially similar. The portfolio manager of the and the Continuing is Fiera Capital Corporation and Fiera Capital Corporation will continue to be the portfolio manager of the Continuing after the Merger. Comparison of Size, Management Fee and Expenses As at the close of business on March 13, 2017, the net assets of the 1 were $102.7 million and the net assets of the Continuing were $1,976.6 million. Holders of securities of each applicable series of the will receive securities of the equivalent series of the Continuing, determined on a dollar-for-dollar basis, as set out in the table below. The annual management fee, annual fixed administration fee and management expense ratio of each applicable series of the and the Continuing is set out in the table below. Management Fee per Annum Administration Fee per Annum (1) MER (2) Continuing Continuing Continuing Investor 1.00% 1.00% (Investor- 2) 3 Variable 0.10% (Advisor-2) % N/A 3 (1) The Continuing also pays certain operating expenses directly, including interest or other borrowing expenses; all reasonable costs and expenses incurred in relation to compliance with NI , including compensation and expenses payable to IRC members and any independent counsel or other advisors employed by the IRC, the costs of the orientation and continuing education of IRC members and the costs and expenses associated with IRC meetings; taxes of all kinds to which the is or might be subject; and costs associated with compliance with any new governmental or regulatory requirement introduced after September 23, (2) After waivers and absorptions of expenses, as at the last financial year ended December 31, (3) This series will be created to facilitate the Mergers and will only be available for pre-existing systematic investment plans and reinvested distributions by existing investors of this series after the Mergers are complete. As this series will be newly created, it does not yet have a MER. As a result of the Merger, securityholders of the will receive securities of the Continuing that have a management fee that is the same as the management fee charged in respect of their securities of the. However, the pays all of its operating expenses, while the Continuing is charged a fixed administration fee by the Manager and pays certain operating expenses directly. While the fixed administration fee charged by the Manager to the Continuing is equivalent to the variable expenses incurred by the, during the year ended December 31, 2016, as a result of the fixed administration fee charged to the Continuing, versus the variable expenses charged to the 1 Advisor and F of the will be terminating on or about May 11, 2017 and therefore have not been included in the calculation of net assets of the.

19 18, it is the opinion of the Manager that a reasonable person would consider the fee structures of the and the Continuing not to be substantially similar. General MERGER OF NBI U.S. $ GLOBAL TACTICAL BOND FUND INTO NBI GLOBAL TACTICAL BOND FUND (applicable to securityholders of NBI U.S. $ Global Tactical Bond ) The Manager is seeking approval from securityholders of NBI U.S. $ Global Tactical Bond for the Merger of this into NBI Global Tactical Bond, the Continuing. Securityholders of the are entitled to vote on the proposed Merger because applicable securities legislation requires the Manager to seek approval from securityholders of the in connection with a Merger. If approved, the Merger will become effective on or about May 19, The Manager will have the discretion to postpone implementation of the Merger until a later date (which shall be no later than August 31, 2017) or to not proceed with the Merger if it is considered in the best interests of the or its investors. Following the Merger, the will be wound up. The proposed Merger of these s is also subject to regulatory approval. As discussed in greater detail below, the investment objectives and strategies of the are substantially similar to the investment objectives and strategies of the Continuing. In exchange for their current securities, investors will receive securities of the Continuing that have a management fee that is the same as the management fee charged in respect of the securities of the that they currently hold. By approving this Merger, securityholders of the accept the investment objectives of the Continuing, the fee structure of the Continuing, and the tax consequences of the Merger. See Canadian Federal Income Tax Considerations for the Mergers on page 12 for details regarding the tax consequences of the Merger for Canadian resident individuals, see Investment Objectives and Strategies below for a comparison of the investment objectives of the s and see Comparison of Size, Management Fee and Expenses below for a discussion of the fees and expenses of the s. Benefits of this Merger As discussed above under Benefits of the Proposed Mergers on page 6, there are a number of benefits to securityholders of both the and the Continuing, including that the Merger will eliminate similar fund offerings, thereby reducing the administrative and regulatory costs of operating the and Continuing as separate funds. Additionally, following the Merger, the Continuing will have a portfolio of greater value, which may allow for increased portfolio diversification opportunities if desired, and the Continuing may benefit from its larger profile in the marketplace. Moreover, there is a significant overlap between the portfolio holdings of the and the portfolio holdings of the Continuing. Lastly, investors in the will continue to have the same currency exposure to the U.S. dollar as they currently do in the as they will be merging into U.S. dollar series of the Continuing. If the Merger is Not Approved If the Merger is not approved by securityholders of the, the will remain as a separate mutual fund. However, securities of the will only be available for pre-existing systematic investment plans and reinvested distributions.