ANNUAL INFORMATION FORM MAWER MUTUAL FUNDS. Offering Class A, Class F and Class O Units of: Offering Class A and Class O Units of:

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1 No securities regulatory authority has expressed an opinion about these units and it is an offence to claim otherwise. ANNUAL INFORMATION FORM MAWER MUTUAL FUNDS Offering Class A, Class F and Class O Units of: MAWER CANADIAN BOND FUND MAWER CANADIAN BALANCED RETIREMENT SAVINGS FUND MAWER CANADIAN DIVERSIFIED INVESTMENT FUND MAWER CANADIAN EQUITY FUND MAWER U.S. EQUITY FUND MAWER WORLD INVESTMENT FUND MAWER GLOBAL SMALL CAP FUND Offering Class A and Class O Units of: MAWER CANADIAN MONEY MARKET FUND MAWER NEW CANADA FUND August 12, 2008

2 TABLE OF CONTENTS Page NAME, FORMATION AND HISTORY OF THE MAWER MUTUAL FUNDS... 1 INVESTMENT RESTRICTIONS AND PRACTICES... 3 DESCRIPTION OF UNITS... 4 CALCULATION OF CLASS NET ASSET VALUE... 6 VALUATION OF PORTFOLIO SECURITIES... 6 PURCHASES AND SWITCHES... 8 How to Purchase Units... 8 Transfer Among Funds... 8 How to Reclassify Units into another Class... 8 Method of Distribution... 9 Sales Commissions and Trailer Fees... 9 REDEMPTION OF UNITS... 9 Redemption Procedure... 9 Redemption Charge Suspension of Right to Redeem OPTIONAL SERVICES RESPONSIBILITY FOR MUTUAL FUND OPERATIONS General Manager Portfolio Management Brokerage Arrangements Principal Distributor Trustee Custodian Auditors Registrar i-

3 TABLE OF CONTENTS (continued) Page Other Service Providers FEES AND EXPENSES Management Fees and Expenses Management Fee Rebate Programs CONFLICTS OF INTEREST General Principal Holders of Units Affiliated Entities FUND GOVERNANCE REMUNERATION OF DIRECTORS, OFFICERS AND TRUSTEES CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS Taxation of the Funds Taxation of Unitholders Disposition of Units Units Held by Tax Exempt Entities MATERIAL CONTRACTS LEGAL AND ADMINISTRATIVE PROCEEDINGS SEVERAL DISCLOSURE AUDITORS CONSENT CERTIFICATE OF THE FUNDS CERTIFICATE OF THE MANAGER AND PROMOTER CERTIFICATE OF THE DISTRIBUTOR ii-

4 NAME, FORMATION AND HISTORY OF THE MAWER MUTUAL FUNDS The Mawer Mutual Funds described in this annual information form are comprised of the Mawer Canadian Money Market Fund, Mawer Canadian Bond Fund, Mawer Canadian Balanced Retirement Savings Fund, Mawer Canadian Equity Fund, Mawer New Canada Fund, Mawer Canadian Diversified Investment Fund, the Mawer U.S. Equity Fund, the Mawer World Investment Fund and the Mawer Global Small Cap Fund (individually, a Fund and collectively the Funds ). The Funds are open-ended mutual funds which have been established by way of a Declaration of Trust, made as of July 16, 1987, as amended, as amended and restated as of July 27, 2001, as amended as of July 31, 2003, as amended as of October 6, 2003, as amended as of July 30, 2004 and as amended as of August 1, 2007 under the laws of Alberta by Royal Trust Corporation of Canada and subsequently RBC Dexia Investor Services Trust (the Trustee ), as trustee. The date of formation for each Fund is as follows: Fund Date of Formation Mawer Canadian Money Market Fund February 19, 1988 Mawer Canadian Bond Fund June 3, 1991 Mawer Canadian Balanced Retirement Savings Fund February 15, 1988 Mawer Canadian Equity Fund June 3, 1991 Mawer New Canada Fund January 12, 1988 Mawer Canadian Diversified Investment Fund January 12, 1988 Mawer U.S. Equity Fund November 11, 1992 Mawer World Investment Fund Mawer Global Small Cap Fund Over the past 10 years, the Declaration of Trust has been amended as follows: November 4, 1987 August 1, 2007 Date of Amendment April 8, 1991 November 11, 1992 January 5, 1994 March 6, 1996 May 1, 1997 February 12, 1999 December 28, 2000 July 27, 2001 July 31, 2003 Nature of Amendment Establishment of the Mawer Canadian Bond Fund and Mawer Canadian Equity Fund. Establishment of the Mawer Canadian Income Fund and Mawer U.S. Equity Fund. Change of name of North American Shares Fund. Establishment of the High Yield Bond Fund. Amendment to the investment objectives of the Mawer Canadian Money Market Fund to comply with National Policy 39. Amendment to the investment objectives of the Mawer World Investment Fund, amendment to the investment restrictions applicable to all Funds and appointment of a new auditor. Amendment to allow management fee distributions to be paid through a distribution by the Funds as opposed to by the Manager directly. Amendment to the investment objectives of the Mawer New Canada Fund and the Mawer Canadian Equity Fund; and amendments to delete references to the Board of Governors; to amend the investment restrictions of the Funds to clarify that the Funds may use derivatives or engage in securities lending, repurchase and reverse repurchase transactions as permitted by and in accordance with NI81-102; to permit the custodian to provide that in certain markets designated by it where it is providing custodial services that it may not be able to accept some of the liabilities or responsibilities contemplated by the Declaration of Trust and to amend the provisions relating to the obligations of the Manager to the Funds. In addition, amendments to comply with NI or industry practice or to clarify certain provisions relating to the manner in which the Funds are managed. Amendment to adopt a multiclass structure providing the Trustee with the right on the direction of the Manager to create additional classes of units of the Funds and to establish the designation and attributes of

5 Date of Amendment Nature of Amendment each class. Amendment to reflect the merger of the Canadian Income Fund and the High Yield Bond Fund with the Mawer Canadian Bond Fund. Amendment to the investment objectives of the Mawer Canadian Balanced Retirement Savings Fund and the Mawer Canadian Diversified Investment Fund to allow the Manager to invest up to all of the assets of such Funds in other Funds, when and if such investments are allowed by the securities regulatory authorities or when and if the Funds obtain exemptive relief to do so. Amendment to the investment objectives of the Mawer Canadian Money Market Fund so that the investment objectives meet the requirements of NI Amendment to provide for the offering of Class O Units and the redesignation of existing units as Class A Units. Amendment to clarify that the Manager shall have the right to determine the amount and timing of any distributions. Amendments to revise certain provisions relating to the management of the Funds. October 6, 2003 July 30, 2004 July 26, 2006 August 1, 2007 Amendment to provide for the change of manager from Mawer Investment Management to Mawer Investment Management Ltd. Amendment to reflect the resolution of the unitholders to allow the Manager to invest up to all of the assets of the Mawer Canadian Balanced Retirement Savings Fund and the Mawer Canadian Diversified Investment Fund in other Funds. Amendment to change of name of Funds to add the word Mawer. Amendment to establish the Mawer Global Small Cap Fund. Over the past 10 years, the names of the Funds have changed as follows: Current Name Former Name Date of Name Change Mawer New Canada Fund North American Shares Fund January 5, 1994 Mawer Canadian Money Market Fund Mawer Canadian Bond Fund Mawer Canadian Balanced Retirement Savings Fund Mawer Canadian Diversified Investment Fund Mawer Canadian Equity Fund Mawer New Canada Fund Mawer U.S. Equity Fund Mawer World Investment Fund Canadian Money Market Fund Canadian Bond Fund Canadian Balanced Retirement Savings Fund Canadian Diversified Investment Fund Canadian Equity Fund New Canada Fund U.S. Equity Fund World Investment Fund July 26, 2006 July 26, 2006 July 26, 2006 July 26, 2006 July 26, 2006 July 26, 2006 July 26, 2006 July 26, 2006 Over the past 10 years, the Funds have participated in mergers as follows: Date of Merger July 31, 2003 Description of Merger Merger of the Canadian Income Fund and the High Yield Bond Fund into the Mawer Canadian Bond Fund. Over the past 10 years, the manager of the Funds has changed as follows: Current Manager Former Manager Date of Change of Manager Mawer Investment Management Ltd. Mawer Investment Management October 6, 2003 The head office and principal address of each Fund and the head office and principal address of the manager of the Funds, Mawer Investment Management Ltd. (the Manager or Mawer ), is Suite 900, 603 Seventh Avenue S.W., Calgary, Alberta, T2P 2T5. 2

6 INVESTMENT RESTRICTIONS AND PRACTICES The Declaration of Trust provides that the Funds are required to comply with the standard investment restrictions and investments approved by the provincial securities regulatory authorities in Canada from time to time (including those restrictions and practices relating to the purchase and sale of forward currency contracts or currency futures contracts but not including those applicable to dealer managed mutual funds), which are currently prescribed by NI Mutual Funds ( NI ). These standard investment restrictions have been designed in part to ensure that the investments of the Funds are diversified and relatively liquid and to ensure the proper administration of the Funds. Each of the Funds is managed in accordance with these restrictions and practices. In addition to such standard investment restrictions, a Fund may not: (i) (ii) (iii) concentrate more than 20% of the net assets of the Fund (at market value at the time of the transaction) in a particular industry as defined by the S&P/TSX Composite Index Industry Classifications and their equivalents in the United States or internationally; make any investment other than in securities except that a Fund may invest in derivatives or engage in securities lending, repurchase or reverse repurchase transactions as permitted by applicable securities legislation; or in the case of the Mawer Canadian Money Market Fund, invest in foreign securities. Any material change to the investment objectives, policies or investment restrictions applicable to a Fund requires the prior approval of a majority of Unitholders of that Fund. In addition to the foregoing restrictions, Units of all of the Funds are qualified investments under the Income Tax Act (Canada) (the Income Tax Act ) for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans (collectively Registered Plans ) and registered education savings plans and eligible investments for a registered pension plan under the Pension Benefits Standards Act, 1985 (Canada) and the Employment Pension Plans Act (Alberta). Pursuant to recent changes to securities legislation relating to fund on fund structures, and in accordance with the Funds investment objectives, each of the Mawer Canadian Balanced Retirement Savings Fund and the Mawer Canadian Diversified Investment Fund may invest up to all of its assets in other Mawer Funds. The Manager conducted certain inter-fund trades in 2008 in accordance with the standing instructions provided by the Independent Review Committee (the IRC ). Derivatives A derivative security is a financial instrument that derives its value from an underlying security, such as a stock or bond, a currency or a financial market. The most common types of derivative securities are options, futures and forward contracts. A forward or forward contract is an agreement to buy or sell a security or currency at any agreed price, like any other contract, except that it is dated forward into the future. Futures or future contracts operate in much the same way, but they are standardized contracts that are traded on a futures exchange. An option is similar to a forward contract, but it gives one party the choice of exercising or not exercising the agreement to buy or sell within a certain period of time. Each of the Funds may invest in or use derivative instruments for purposes that are consistent with the investment objectives of the Fund, provided that it does so in accordance with and subject to the provisions of applicable Canadian securities legislation. The Funds may make use of specified derivatives within the meaning of Canadian securities legislation, which include options, futures contracts, forward contracts, debt-like securities, and listed warrants. A Fund may invest in or use such specified derivatives for hedging purposes and for non-hedging purposes. Hedging means a transaction or series of transactions designed to offset or reduce a specific risk associated with specific positions held by a Fund in certain investments or groups of investments. A Fund may use derivatives for hedging purposes with the intention to offset or reduce a risk associated with an investment or group of investments. These risks include currency value fluctuations, stock market risks, and interest rate changes. In addition, a Fund may use derivatives for non-hedging purposes to reduce transaction costs, achieve greater liquidity, create effective exposure to international financial markets, or increase speed and flexibility in making portfolio changes. Derivatives may be used by a Fund to position portfolios so that it may profit from declines in financial markets. 3

7 The Funds will not use derivatives for speculative trading and will only use derivatives to the extent permitted by applicable Canadian securities legislation. These regulations prohibit, among other things, the use of derivatives for leveraging which could expose a Fund to market risks in excess of the Fund s net assets. A Fund will not begin using derivatives prior to providing unitholders at least 60 days written notice to its unitholders that the Fund intend to begin using derivatives. A Fund s ability to trade in certain derivative securities is subject to the Manager or the portfolio manager of a Fund meeting and maintaining applicable registration and proficiency requirements with respect to derivatives trading. Investing in and using derivative instruments are subject to certain risks which are described in the Funds simplified prospectus. Securities Lending, Repurchase and Reverse Repurchase Transactions The Funds may engage in securities lending, repurchase or reverse repurchase transactions as permitted by applicable securities legislation from time to time. A securities lending transaction takes place when a Fund temporarily lends securities which it owns to another party. The party is typically a securities dealer or a bank which agrees to return an equal number of such securities to the Fund at a later date and to pay a fee to the Fund for borrowing the securities. While the securities are borrowed, the party which borrows the securities provides the Fund with security for the loan consisting of qualified securities, securities that are immediately convertible into, or exchangeable for securities of the same type, the same term and in the same number as those loaned by the Fund or cash or letters of credit with a market value of at least 102 percent of the market value of the loaned securities. A repurchase transaction occurs where a Fund sells portfolio securities that it owns to a third party for cash and agrees to buy back the securities at a later date using the cash received by the Fund from the third party. The cash to be delivered to the Fund at the beginning of the transaction must be received by the Fund either before or at the same time as it delivers the sold securities and the cash must be in an amount equal to at least 102 percent of the market value of the sold securities. A reverse repurchase transaction takes place where a Fund purchases certain types of debt securities from a third party and agrees to sell the securities back to the third party at a later date. The securities to be delivered to the Fund at the beginning of the transaction must be received by the Fund either before or at the same time as it delivers the cash used by it to purchase the securities and the securities must have a market value equal to at least 102 percent of the cash paid for the securities. A Fund may enter into securities lending, repurchase transactions and reverse repurchase transactions to try to earn additional income and to enhance its performance. Canadian securities legislation provides that a Fund may only enter into securities lending, repurchase or reverse repurchase transactions if such transactions take place pursuant to a specific program which is subject to a number of conditions and requirements. The Funds will not enter into such transactions prior to implementing such program. The Funds will not begin engaging in securities lending, repurchase or reverse repurchase transactions prior to providing Unitholders with at least 60 days written notice that they intend to engage in such transactions. A Fund will not enter into any securities lending transaction or a repurchase transaction if, immediately thereafter, the aggregate market value of all securities loaned by the Fund and not yet returned to it or sold by the Fund in a repurchase transaction and not yet repurchased would exceed 50% of the total assets of the Fund (exclusive of security held by the Fund for securities lending transactions and cash held by the Fund for repurchase transactions). DESCRIPTION OF UNITS The authorized capital of each Fund consists of an unlimited number of classes of units and an unlimited number of units of each class. Units of each Fund are sold at the net asset value per unit for each class of the Fund and accordingly, there is no fixed issue price for units of each Fund. Rather, the value of each unit for each class of a Fund will fluctuate proportionately with the market value of the class proportionate share of the assets of the Fund. Units of any one of the Funds have no right of participation in the net assets of any other Fund. Each of the Funds currently offers Class A Units and Class O Units; in addition, each of the Funds other than the Mawer Canadian Money Market Fund and the Mawer New Canada Fund also offers Class F Units subject to the limitations described below (Class A Units, Class F Units and Class O Units, collectively referred to as Units ). The classes offered under this annual information form are: Class A Units Investors residing in Alberta, Saskatchewan, British Columbia and Ontario may purchase directly through Mawer; if they do so, a minimum investment of $50,000 in aggregate in the Mawer Funds is 4

8 required. For investors purchasing through a mutual fund dealer other than Mawer in any province of Canada, a minimum of $5,000 in any particular Fund is required. Class F Units Class O Units For investors who have fee-based accounts with a dealer (other than Mawer) through which they deal. Class F Units may only be purchased, switched or redeemed through the dealer with whom the investor has a fee-based account. Effective June 27, 2008, Class F Units will not be available to dealers and their individual advisors who did not hold class F units as of that date. For large private or institutional investors, as determined by Mawer on a case-by-case basis, who have entered into a Class O Unit agreement with Mawer. No management fees are charged to the Funds with respect to Class O Units; rather, the investors who hold Class O Units will pay management fees directly to the Manager, in an amount determined by negotiation with the Manager. All Units of a Fund have equal rights and privileges except for Unitholders entitlement to management fee distributions as described under Management Fee Rebate Program and the allocation of expenses specifically attributable to a class. Each Unit of a class of a Fund entitles the holder to one vote at meetings of all Unitholders of the Fund generally and at meetings of the Unitholders of that class, but does not entitle the holder to vote at meetings at which only the holders of another class of Units are entitled to vote separately as a class. Each Unit of a class of a Fund is entitled to participate equally with respect to all payments made to Unitholders of that class of that Fund, other than management fee distributions, whether representing distributions of interest, dividends, or capital gains earned by the Funds or returns of capital. As each class of Units is entitled to the portion of a distribution equal to that class s proportionate share of the net income and net capital gains of the Fund (see Calculation of Net Asset Value ), the amount of distributions of net income and net capital gains for each class of Units of a Fund will likely be different. The holders of each class of Units of a Fund rank on parity with the holders of all other classes of Units of that Fund on a liquidation, dissolution or winding-up of the Fund based on the relative net asset values of each class of Units of the Fund. The Funds are responsible for paying certain operating expenses incurred in connection with the administration of the Funds. The expenses of each Fund are allocated amongst the classes of Units on a class-by-class basis. Each class bears, as a separate class, any expense item that can be specifically attributed to that class. Common expenses such as audit and custody fees are allocated amongst all classes in the manner determined to be the most appropriate by the Manager based on factors such as the nature of the expense and the relative number of Unitholders of that class and the relative amount of redemptions of Units of that class during any given period. All Units of the Funds will be fully paid and non-assessable when issued and will be transferable. The Units of the Fund are redeemable as described under the heading Redemption of Units on page 9 of this annual information form. The Units of a Fund are not convertible into the Units of another Fund. A Unitholder may however, with the permission of the Manager, direct that his or her investment in one Fund be wholly or partially redeemed and reinvested in Units of another of the Funds subject to the conditions described under Redemption of Units and Purchases and Switches How to Purchase Units. The income tax implications to the Unitholders of such a transfer are summarized under Certain Canadian Federal Income Tax Considerations Disposition of Units. Only eligible investors for Class O Units may reclassify their Class A Units or Class F Units of a Fund into Class O Units of a Fund. See above for a description of investors who are eligible to purchase Class O Units. Subject to the previous sentence, a Unitholder may at any time direct, through the Manager in the prescribed form, that its Units of one class be reclassified as Units of another class of the same Fund. A reclassification of Units of one class into Units of another class of the same Fund is not expected to result in a taxable disposition of such Units (see Certain Canadian Federal Income Tax Considerations Disposition of Units ). The Funds do not hold regular meetings of Unitholders. However, under the terms of the Declaration of Trust and NI81-102, the prior approval of Unitholders of a Fund is required before: (a) the calculation of fees or expenses charged to a Fund are changed; (b) the Manager is changed; (c) the fundamental investment objectives of a Fund are changed; (d) the auditor of the Funds is changed; (e) the frequency of the net asset value calculation of a Fund is decreased; (f) a Fund undertakes a reorganization or transfers its assets or acquires assets from another mutual fund; (g) a material change is made to the Declaration of Trust; (h) the Declaration of Trust applicable to any Fund may be terminated; or (i) any material change is made to the Management Agreement. An amendment to the material attributes and characteristics of the Units of a Fund would be a material change which would require the approval of the Unitholders of that Fund. All such amendments require the prior approval of a majority of the votes cast by Unitholders of the Fund affected at a meeting of such Unitholders. If a class of Units is affected by any matter requiring the approval of Unitholders in a manner that is different from 5

9 Units of another class, the Unitholders of such class shall be entitled to vote separately as a class in respect of such matter, and such matter shall not become effective until it has been approved by the Unitholders of each class entitled to vote thereon. CALCULATION OF CLASS NET ASSET VALUE Units of each class of each Fund are sold on a continuous offering basis and are redeemed at the net asset value for the class of that Fund next determined after a subscription or redemption request has been received. A separate net asset value for each class of Units is determined by the Manager in accordance with industry practice using the near to closing price as at 4:00 pm Eastern Time at the close of trading (the Valuation Time ) on each business day (the Valuation Date ) that The Toronto Stock Exchange is open for trading in order to expedite the calculation of net asset value for each class of Units for each day. The net asset value of each class of Units is based on the value of the proportionate share of the assets of the Fund attributable to the particular class of Units less the liabilities of the Fund attributed only to that class of Units and the proportionate share of the common liabilities of the Fund allocated to that class of Units. A class s proportionate share of the Fund s assets and liabilities is generally determined by comparing that class s net asset value to the aggregate net asset value of the Fund as of the close of business on the previous day. That amount is further adjusted for applicable transactions and cumulative liabilities attributed to that class. The per Unit class net asset value is determined by dividing the class net asset value by the total number of Units of that class outstanding at the time. The Mawer Canadian Money Market Fund will seek to maintain a constant net asset value of $10.00 per Unit. This is achieved by crediting each investor s account with net income (including additional income, if any, due to management fee rebates) and applicable net realized gains (less applicable losses) each business day so that the total number of Units of each class outstanding varies in proportion with that Fund s liabilities and assets. The Manager cannot guarantee that the Mawer Canadian Money Market Fund will always maintain a constant series net asset value. VALUATION OF PORTFOLIO SECURITIES The net asset value of a Fund is the market value of all assets of that Fund less an amount equal to its liabilities and is determined by the Manager in accordance with industry standards and, among other things, on the following basis: (a) (b) (c) (d) (e) the value of any cash on hand or on deposit, bills and demand notes and accounts and accounts receivable, prepaid expenses, cash dividends received (or to be received and having been declared to shareholders of record on a date before the date as of which the net asset value is being determined), and interest accrued and not yet received, shall be deemed to be the full amount thereof; provided that (i) the value of any security which is a debt obligation which, at the time of acquisition, had a remaining term to maturity of 90 days or less shall be the amount paid to acquire the obligation plus the amount of any interest accrued on such obligation since the time of acquisition; and (ii) if the Manager has determined that any such deposit, bill, demand note or account receivable is not worth the full amount thereof, the value thereof shall be deemed to be such value as the Manager determines to be the fair value thereof; the value of any security which is listed or dealt in upon a stock exchange shall be determined by taking the latest available sale price of recent date, or lacking any recent sales or any record thereof, the latest available sale price or the latest available bid price, which in the opinion of the Manager reflects the value thereof, as at the Valuation Date on which the net asset value is being determined, all as reported by any means in common use; the value of any security which is not listed or dealt with upon any stock exchange shall be determined on the basis of such price or yield equivalent quotations (which may be public quotations or may be obtained from major market makers) as the Manager determines best reflects its fair value; Restricted Securities (as defined in the Declaration of Trust) shall be valued at the lesser of the value thereof based on reported quotations in common use and that percentage of the market value of securities of the same class, the trading of which is not restricted or limited by reason of any representation, undertaking or agreement, or by law, equal to the percentage that the Fund s acquisition cost was of the market value of such securities at the time of acquisition, provided that a gradual taking into account of the actual value of the securities may be made when the date on which the restriction will be lifted is known; Clearing Corporation Options (as defined in the Declaration of Trust) purchased by the Funds shall be valued at their current market value; the premium received on Clearing Corporation Options written by the Fund shall be treated as a deferred credit so long as the Fund s obligations under the written option remain outstanding. This 6

10 liability shall be valued at the current market value of an option, the purchase of which would have the effect of extinguishing the Fund s liability under the written option. Any difference resulting from re-evaluation shall be treated as an unrealized gain or loss on investment and the deferred credit shall be deducted in arriving at the net asset value. The Fund s portfolio of securities which are the subject of Clearing Corporation Options written by the Fund shall continue to be valued at current market value; (f) (g) (h) the value of bonds, debentures and other long-term debt obligations shall be determined by taking the average of the bid and ask quotations on a Valuation Date or such value as the Manager may deem to be reasonable; all liquid assets and securities of the Fund valued in terms of foreign currency and contractual obligations payable to the Fund in foreign currency shall be translated into Canadian currency at the applicable rate of exchange prevailing at the Valuation Time at the main branch in Calgary of the Custodian, as determined by the Manager; and the value of any security or property to which, in the opinion of the Manager, the above principles cannot be applied (whether because no price or yield equivalent quotations are available as above provided, or for any other reason) shall be the fair value thereof determined in such manner and on such basis as the Manager from time to time considers reasonable. The Manager has not exercised its discretion in the valuation of securities or deviated from the above valuation methodology during the past three years. For purposes of determining net asset value of a class of Units at any time, portfolio transactions, being transactions of purchase and sale of an investment effected by a Fund, and capital transactions, being issues or redemptions by a Fund, are reflected in the computation of net asset value per Unit of each class of a Fund not later than the first such computation made after the day on which any transaction becomes binding. For the purpose of the issuance and the redemption of the Units and for any distributions to Unitholders, the price, value or amount distributed by or paid to a Fund is in Canadian funds. For the purpose of any conversion of funds from any other currency to Canadian currency, the currency rate of exchange as quoted to the Manager by its sources as nearly as practicable to the time as of which net asset value is being computed shall be used. In certain circumstances the Manager may suspend the determination of net asset value for a Fund. The Manager may declare such suspension for a Fund for the whole or any part of any period during which trading is suspended on any stock exchange on which securities are listed which represent more than 50% by value of the total assets of the Fund, without allowance for liabilities or, subject to the consent of the appropriate securities commission, for any period during which the Manager determines that conditions exist as a result of which disposal by a Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable to determine fairly the value of its net assets. See also Redemption of Units Suspension of Right to Redeem. Section 3855 On April 1, 2005, the Canadian Institute of Chartered Accountants issued Section 3855 Financial Instruments Recognition and Measurement. Section 3855 applies to fiscal years beginning on or after October 1, 2006, and so will apply to the Funds in respect of their fiscal year ending December 31, 2007 and following fiscal years. The adoption of Section 3855 impacts the method of calculation of the Funds net asset value, as well as disclosure, for financial statement reporting purposes by requiring the Funds to determine the value of securities listed on a public recognized securities exchange as being the closing bid price for long positions and the closing ask price for short positions, instead of the closing or last trade price for all positions. Because the Funds are required under National Instrument Investment Fund Continuous Disclosure ( NI ) to calculate their net asset value for all purposes in accordance with Canadian generally accepted accounting principles, this section would require the Funds to adopt the valuation principles prescribed by Section 3855 rather than as described above. However, the Canadian Securities Administrators ( CSA ) have granted relief to investment funds generally, including the Funds, on an interim basis from complying with the requirements of Section 3855 (other than for financial statement reporting purposes) to permit a further review by the CSA of the suitability of these requirements as they relate to purposes other than financial statement reporting, such as the prices at which purchases and redemptions of investment fund securities are made. Unless the CSA s decision to grant exemptive relief is extended, the exemptive relief granted by it will terminate on the earlier of September 30, 2008 and the date on which amendments to NI come into effect with respect to the calculation of net asset value. The Funds have determined to rely on this relief, pending completion by the CSA of their review of this matter. For financial statement reporting purposes, on the other hand, the Funds will use the principles set forth in Section In accordance with the 7

11 decision made by the CSA, the notes to the Funds financial statements for the appropriate reporting periods will include a reconciliation of the net asset values calculated for purposes of determining the purchase price or redemption price of the Funds Units and the net asset values calculated for financial statement reporting purposes. PURCHASES AND SWITCHES How to Purchase Units Units of each class of each Fund are sold on a continuous offering basis at their net asset value for the class of that Fund next determined after a subscription has been received. See Calculation of Net Asset Value. Investors residing in Alberta, Saskatchewan, British Columbia and Ontario may purchase Class A Units through Mawer; if they do so, they must initially subscribe for Class A Units valued at a minimum of $50,000 in the Funds. Investors in any province of Canada whose subscription is made through a mutual fund dealer other than the Manager must initially subscribe for Class A Units valued at a minimum of $5,000 in any particular Fund. An investor purchasing Class O Units through the Manager must have entered into a Class O Unit agreement with the Manager. Investments may be made in any amount in excess of the above minimum. The restriction on the amount of this initial investment by an investor may be waived at the discretion of the Manager. Investments may be made in any amount in excess of the above minimum. All requests made directly through Mawer for any purchases, switches, or redemptions of Units in the Funds must be received by Mawer prior to 12:00 noon (Mountain Time) on a trading day in order to receive that trading day s Unit price. If your request is received after 12:00 noon (Mountain Time), the Unit price applied to your request will be determined on the next following trading day. All requests made through an authorized mutual fund dealer other than Mawer must be received by the Fund by 2 pm (Mountain Time), failing which the Unit price applied to the request will be determined on the next following trading day. If the payment for Units purchased either directly through Mawer or through an authorized mutual fund dealer is not received within three days of your order, (including a cheque not being honoured by the financial institution upon which it is drawn), the Manager will be deemed to have received and accepted, on the next business day after the expiration of the applicable time period, an order to redeem the Units which were purchased and not paid for and, if the deemed redemption proceeds are greater than the purchase amount, the Fund will add the difference to its net asset value. If, however, the deemed redemption proceeds are less than the purchase amount: (a) (b) in the event the order was placed by a registered dealer, such dealer will be required forthwith to pay the Fund the amount of the deficiency and will be entitled to collect such amount together with its costs, charges and expenses in so doing and interest thereon from the investor who has failed to settle the order in question; or in the event the order was placed by an individual, the Fund will be entitled to collect the amount of the deficiency together with its costs, charges and expenses in so doing and interest thereon from the investor who has failed to settle the order in question. The Funds and the Distributor reserve the right to accept or reject a subscription, provided that any decision to reject a subscription will be made promptly and in any event within one business day of receipt of the subscription and any amounts received will be returned to the investor immediately. Transfer Among Funds At any time a Unitholder may direct, through Mawer or through an authorized mutual fund dealer in the prescribed form, that his investment in one Fund be wholly or partially redeemed and reinvested in another of the Funds subject to the conditions described under Redemption of Units and Purchases and Switches How to Purchase Units. The tax implications to the Unitholders of a transfer are summarized under Certain Canadian Federal Income Tax Considerations Disposition of Units. How to Reclassify Units into another Class Only eligible investors for Class O Units may reclassify their Class A Units or Class F Units of a Fund into Class O Units of the same Fund. For a description of investors who are eligible to purchase Class O Units, see Description of Units. A reclassification of Class A Units or Class F Units into Class O Units of the same Fund is not expected to result in a taxable disposition of such Class A Units or Class F Units (see Certain Canadian Federal Income Tax Considerations Disposition of Units ). 8

12 Method of Distribution The Funds have entered into a Distribution Agreement, as amended, with Mawer whereby Mawer will perform the sales function for the Funds. Mawer is the primary distributor of the Units of the Funds in Alberta, Saskatchewan, British Columbia and Ontario. In the provinces and territories of Canada other than Alberta, Saskatchewan, British Columbia and Ontario distribution of Units of the Funds is made through authorized mutual fund dealers who act as sub-distributors of Mawer. The Funds may also be distributed through investment dealers and authorized mutual fund dealers who may receive a fee for their services from investors. Sales Commissions and Trailer Fees As the Funds are no-load funds, the Distributor does not receive a sales commission for Units sold by it. Mawer has, and may in the future, make arrangements with certain mutual fund dealers to provide distribution services in respect of the Funds in consideration for a fee. These fees are paid by Mawer with respect to the Class A Units and are calculated on the average daily balance in an applicable Fund multiplied by a percentage fee established by the Manager as follows: Fund Percentage Fee charged with respect to Class A Units Mawer Canadian Money Market Fund 0.10% Mawer Canadian Bond Fund 0.15% Mawer Canadian Balanced Retirement Savings Fund 0.15% Mawer Canadian Equity Fund 0.20% Mawer New Canada Fund 0.20% Mawer Canadian Diversified Investment Fund 0.15% Mawer U.S. Equity Fund 0.20% Mawer World Investment Fund 0.20% Mawer Global Small Cap Fund 0.20% Such fees are not paid by the investor or the Funds but rather, will be paid by Mawer. To the extent that Class A Units or Class F Units of the Funds are purchased through mutual fund dealers who have not entered into an agreement with Mawer, such mutual fund dealers may levy a sales commission or other sales charge. That charge is a matter between the mutual fund dealer and the investor. However, in certain circumstances Mawer may, in its sole discretion, pay the sales commission or other sales charge on behalf of the investor out of the management fees received by Mawer in respect of the Fund being purchased by the investor. Except as stated in the previous paragraph, there are no sales commissions or trailer fees associated with the purchase of Class F Units or Class O Units. REDEMPTION OF UNITS Redemption Procedure Each Unitholder, at its option, is entitled at any time, and from time to time, by making application to a Fund, through Mawer or an authorized mutual fund dealer, to require the Fund to accept for surrender and redemption all or any part of the Units registered in the name of the Unitholder upon the books of the Fund, at the net asset value for the class of Units thereof. Applications for redemption of Units of a Fund, which are received by such Fund, will be accepted for surrender by the Fund at the net asset value for the class of such Units determined after receipt of an application for redemption; provided that any application for redemption received after 12 noon on a Valuation Date for a Fund shall, at the discretion of the Manager, be deemed to be received on the next business day after such Valuation Date. Payment for the Units so accepted for surrender will be made by the respective Fund within three days after the day on which the net asset value for the class is determined for the purpose of effecting redemption. In the event that a redemption request has been made by a Unitholder and the Manager has effected the redemption but the documentation required by the Manager has not been delivered to the Manager on or before the tenth business day after the determination of the net asset value for the class for the purposes of effecting such redemption, on the next business day the Manager will be deemed to have received and accepted an order to purchase an equivalent number of Units of the class of the Fund as have been redeemed and will apply the redemption proceeds to payment of the purchase price of such Units. If the purchase price of such Units is less than the proceeds from the redemption, the excess will belong to the Fund. If, however, the redemption proceeds are less than the purchase price of such Units, the Unitholder will be required forthwith to pay the Fund the amount of the deficiency and the 9

13 Fund will be entitled to collect such amount together with its costs, charges and expenses in so doing and interest thereon from the investor who has failed to provide the documentation required by the Manager to complete the redemption request. Redemption Charge No fees will be charged on Units redeemed. However, if Units of a Fund are redeemed within 90 days of such Units being purchased, the Fund may retain an amount equal to 2% of the net asset value for the class of Units redeemed, at the discretion of the Manager. This early redemption amount will not apply to redemptions in the normal course of business under an automatic withdrawal account. No such amount will be retained by a Fund on a redemption if purchasers exercise their statutory right of rescission or withdrawal or if the Units are redeemed following the death of the Unitholder within the 90 day period. In addition, no such early redemption amount will be retained for redemptions of Units of the Canadian Money Market Fund. Suspension of Right to Redeem The right of Unitholders of a Fund to redeem will be suspended when the Manager suspends the determination of net asset value for such Fund. The Manager may declare such suspension for a Fund for the whole or any part of any period during which trading is suspended on any stock exchange on which securities are listed which represent more than 50% by value of the total assets of the Fund, without allowance for liabilities or, subject to the consent of the appropriate securities commission, for any period during which the Manager determines that conditions exist as a result of which disposal by a Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable to determine fairly the value of its net assets. In case of suspension of the right of redemption, a Unitholder may either withdraw his application for redemption or receive payment based on the net asset value next determined after the termination of such suspension. OPTIONAL SERVICES At the time of subscription, you may elect, through a written instruction to the Manager, to redeem Units in any Fund on a regular basis for distribution to you of an amount stipulated by you for no additional charge. This is referred to as an Automatic Withdrawal or AWD. Such AWD may be modified or rescinded through a further written instruction from you to the Manager. Monies received from such redemptions may be paid to you on a monthly, quarterly, or annual basis. All such redemptions are calculated on the net asset value of the class of Units of the applicable Fund at the time of such redemption and are subject to conditions described under Redemptions of Units on page 9. Pre-authorized chequing plans, also known as automatic purchase plans, are available to enable you to make regular investments without writing cheques or sending in purchase requests. The Manager can arrange to withdraw money from your bank account on a monthly, quarterly or annual basis. A trade confirmation is issued only for the first trade, and all future trades will be reflected on your account statement; if you use such a plan, you will receive a copy of the new simplified prospectus that we file each year for the Funds. Additional information is contained in the forms that you must complete to set up a plan. There are no additional charges for the use of a plan. Units of the Funds may, subject to the provisions of the Income Tax Act, at no additional charge, be acquired and held through a registered retirement savings plan established by the Manager and accepted for registration by the Canada Revenue Agency. The Manager has appointed The Royal Trust Company (Toronto, Ontario) as trustee to administer the Mawer Investment Funds Registered Retirement Savings Plan. Please note that investors wishing to acquire Units of a fund through a registered education savings plan ( RESP ) must establish such plan through a duly authorized financial institution, such as a bank or investment dealer that offers trusteed RESPs. RESPONSIBILITY FOR MUTUAL FUND OPERATIONS General The operations of the Funds and the party who is involved in the administration of such operations are as follows: Operation Responsibility Nature of Operations General Management and Administration Mawer Investment Management Ltd. Provides management and administration of the Funds, including responsibility for valuation services, Fund accounting and Unitholder records and registrar of services. 10

14 Operation Responsibility Nature of Operations Management of Portfolio Assets Mawer Investment Management Ltd. Provides management of the portfolio assets, including the provision of investment analysis, investment recommendations and the making of investment decisions. Purchase and Sale of Portfolio Assets Mawer Investment Management Ltd. Responsible for the purchase and sale of portfolio assets by a Fund and the making of brokerage arrangements relating to the portfolio assets. Distribution of Funds Mawer Investment Management Ltd. and authorized mutual fund dealers Provides for the distribution of the Units of the Funds. Trustee RBC Dexia Investor Services Trust Responsible for the maintenance of the Funds. Custodian RBC Dexia Investor Services Trust Holds the assets of the Funds. A more detailed discussion of each of these Fund operations is set forth below: Manager The Manager of the Funds is Mawer Investment Management Ltd. The Manager may be contacted at: Mawer Investment Management Ltd. 900, 603 Seventh Avenue S.W. Calgary, Alberta T2P 2T5 Phone: (403) Fax: (403) info@mawer.com Website: Mawer Investment Management Ltd. is the manager and principal distributor of the Funds. Mawer is registered in Alberta as Portfolio Manager & Investment Counsel, and Mutual Fund Dealer, in Saskatchewan as Investment Counsel/Portfolio Manager and Mutual Fund Dealer, in Ontario as Investment Counsel & Portfolio Manager, Mutual Fund Dealer and Limited Market Dealer, in Manitoba as Portfolio Manager, in British Columbia as Portfolio Manager and Investment Counsel (Securities) and Mutual Fund Dealer, and in Nova Scotia as Investment Counsel and Portfolio Manager. The Mawer group has provided professional investment management for institutional and personal clients since 1974 and provides such services for the Funds. The Manager is engaged exclusively in the business of investment management. The Manager currently manages approximately $5.3 billion in assets ranging from registered pension plans and profit sharing plans, charitable foundations, to personal portfolios. The Manager provides services including research and analysis, security selection, and transaction supervisory functions to the Funds and its institutional and personal clients. The name, municipality of residence, position and principal occupation of each director and officer of the Manager are as follows: Name & Municipality of and Residence Gerald A. Cooper-Key Calgary, Alberta James C.E. Hall Calgary, Alberta William R. MacLachlan Calgary, Alberta Office held with Mawer Investment Management Ltd. Honorary Chairman, Director Chairman, Director Director Principal Occupation Portfolio manager with the Manager; previously portfolio manager with Mawer Investment Management since May Portfolio manager with the Manager; previously portfolio manager with Mawer Investment Management since July Portfolio manager with the Manager; previously portfolio manager with Mawer Investment Management since September