Landry Funds ANNUAL INFORMATION FORM DATED MAY 15, 2017

Transcription

1 Landry Funds ANNUAL INFORMATION FORM DATED MAY 15, 2017 Landry Canadian Equity Fund, Classes A and F Landry U.S. Equity Fund, Classes A and F Landry Global Equity Fund, Classes A and F No securities regulatory authority has expressed an opinion about the units of these Funds and it is an offence to claim otherwise. The Funds and the units of the Funds offered under the Annual Information Form are not registered with the United States Securities and Exchange Commission and may be sold in the United States only in reliance on exemptions from registration.

2 INDEX Page NAME, FORMATION AND HISTORY OF THE FUNDS... 1 INVESTMENT RESTRICTIONS... 2 DESCRIPTION OF UNITS OF THE FUNDS... 4 VALUATION OF PORTFOLIO SECURITIES AND CALCULATION OF NET ASSET VALUE... 5 PURCHASES, SWITCHES AND REDEMPTIONS... 8 RESPONSIBILITY FOR OPERATIONS OF THE FUNDS CONFLICTS OF INTEREST GOVERNANCE OF THE FUNDS FEES AND EXPENSES CANADIAN FEDERAL INCOME TAX CONSIDERATIONS REMUNERATION OF DIRECTORS, OFFICERS AND TRUSTEE MATERIAL CONTRACTS LEGAL AND ADMINISTRATIVE PROCEEDINGS CERTIFICATE OF THE FUNDS

3 NAME, FORMATION AND HISTORY OF THE FUNDS This document constitutes the Annual Information Form of the Landry Canadian Equity Fund, Landry U.S. Equity Fund and the Landry Global Equity Fund (collectively the Funds ). The address of the Funds is that of the head office of their Investment Fund Manager, Landry Investment Management Inc., 1800 avenue McGill College, suite 1430, Montréal, Québec, H3A 3R6, or The Funds are mutual funds established under the laws of Ontario and governed by a master trust agreement made as of April 15, 2003, amended July 30, 2003, March 19, 2004, April 13, 2005, amended and restated September 19, 2006, and amended October 3, 2006, November 27, 2009, March 28, 2011, June 4, 2012, December 19, 2012, April 2 nd, 2013 and amended and updated as of April 29 th, 2015 (the Trust Agreement ) between Landry Investment Management Inc., a company incorporated under the laws of Canada (the Investment Fund Manager, IFM, Landry Investment Management, we, us or our ) and Computershare Trust Company of Canada ( Computershare or the Trustee ). Landry Investment Management is the IFM of the Funds. See "Responsibility for Operations of the Funds" for more information on the Funds management and operations. Prior to the initial public offering of the Funds Units by way of a Simplified Prospectus, the Funds existed as privately offered mutual funds. The following text sets out details about the formation and history of the Funds. Fund Date established Previous name and material events, if any Landry Canadian Equity Fund Landry U.S. Equity Fund Landry Global Equity Fund Constituted by a trust agreement made as April 15, 2003, amended July 30, 2003, March 19, 2004, and April 13, 2005, amended and restated September 19, 2006, and amended October 3, 2006, and November 27, 2009, March 28, 2011, June 4, 2012, December 19, April 2, 2013 and amended and updated as of April 29th, Constituted by a trust agreement made as April 15, 2003, amended July 30, 2003, March 19, 2004, and April 13, 2005, amended and restated September 19, 2006, and amended October 3, 2006, and November 27, 2009, March 28, 2011, June 4, 2012, December 19, April 2, 2013 and amended and updated as of April 29th, Constituted by a trust agreement made as April 15, 2003, amended July 30, 2003, March 19, 2004, and April 13, The Fund changed its name as of April 8, It was previously called the Landry Morin Canadian Momentum Fund. The Fund was a private mutual fund from April 15, 2003 to April 5, From April 5, 2011 to April 8, 2013, the Fund offered units of Class B and Class G by prospectus. On April 8, 2013 the units of Class B and Class G were respectively redesignated as units of Class A and Class F. The Fund changed its name as of April 8, It was previously called the Landry Morin U.S. Momentum Fund. The Fund was a private mutual fund from April 15, 2003 to April 5, From April 5, 2011 to April 8, 2013, the Fund offered units of Class B and Class G by prospectus. On April 8, 2013, the units of Class B and Class G were respectively redesignated as units of Class A and Class F. The Fund changed its name as of April 8, It was called the Landry Morin World Momentum 1

4 Fund Date established Previous name and material events, if any 2005, amended and restated September 19, 2006, and amended October 3, 2006, and November 27, 2009, March 28, 2011, June 4, 2012, December 19, April 2, 2013 and amended and updated as of April 29th, 2015,. Fund from November 27, 2009 to April 8, It was also called the Landry Morin Small Cap Momentum Fund from April 15, 2003 to November 27, 2009.The Fund changed its investment objective on November 27, The Fund was a private mutual fund from April 15, 2003 to April 5, From April 5, 2011 to April 8, 2013, the Fund offered units of Class B and Class G by prospectus. On April 8, 2013, the units of Class B and Class G were respectively redesignated as units of Class A and Class F. This Annual Information Form contains details on each of the Funds. It must be read in light of the Simplified Prospectus and Fund Facts of the Funds in which you make an investment. If you have questions after reading these documents, please contact your financial advisor or us. Standard Practices and Restrictions INVESTMENT RESTRICTIONS Except as described in this Annual Information Form, each of the Funds is subject to the standard investment restrictions and practices (the Rules ) contained in Canadian securities legislation, including National Instrument Investment Funds, which in the province of Québec is a regulation ( NI ). The Rules are designed in part to ensure that the investments of the Funds are diversified and relatively liquid and to ensure the proper management of the Funds. Each of the Funds respects the Rules. Investment Objective and Investment Strategies Each Fund is designed to meet the investment objectives of different investors and employs investment strategies in an effort to meet these investment objectives. The fundamental investment objective of each Fund may be changed only with the approval of a majority of the unitholders at a meeting called for that purpose. The investment strategies of each Fund may be changed from time to time. Refer to the Simplified Prospectus of the Funds for a description of the investment objective and strategies of each Fund. Short Selling The Funds may engage in short selling which involves borrowing securities from a lender which are then sold in the open market (or "sold short"). At a later date, the same number of securities are repurchased by the Fund and returned to the lender. In the interim, the proceeds from the first sale are deposited with the lender and the Fund pays interest to the lender. If the value of the securities declines between the time that the Fund borrows the securities and the time it repurchases and returns the securities, the Fund makes a profit for the difference (less any interest the Fund is required to pay to the lender). In this way, the Fund has more opportunities for gains when markets are generally volatile or declining. 2

5 Short selling by the Funds will be subject to the following controls in accordance with the Funds written policies and procedures: (i) (ii) (iii) (iv) securities will be sold short for cash, with the Fund assuming the obligation to return to the Custodian or a dealer (the "Borrowing Agent") the securities borrowed to effect the short sale; the short sale will be effected through market facilities through which the securities sold short are normally bought and sold; the Fund will receive cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected; the securities sold short will be liquid securities that: (a) are listed and posted for trading on a stock exchange; and 1. the issuer of which has a market capitalization of not less than Cdn. $100 million, or the equivalent at the time the short sale is effected; or 2. the Fund's Portfolio Manager has pre-arranged to borrow for the purpose of such sale; or (b) are fixed income securities, bonds, debentures or other evidences of indebtedness of, or guaranteed by the Government of Canada or any province or territory of Canada or the Government of the United States of America; (v) (vi) (vii) (viii) at the time securities of a particular issuer are sold short, the aggregate market value of all securities of that issuer sold short by the Fund will not exceed 5 % of the total net asset value of the Fund; the Fund will deposit Fund assets with the Borrowing Agent as security in connection with the short sale transaction; the Fund will keep proper books and records of all short sales and Fund assets deposited with the Borrowing Agents as security; and the Fund will maintain appropriate internal controls regarding short sales prior to conducting any short sales, including written policies and procedures and risk management controls. The Fund will provide existing securityholders with not less than 60 days' notice prior to commencing short selling transactions. Eligibility for Investment Each Fund qualifies as a registered investment under the Income Tax Act (Canada) (the Tax Act ). The Landry Canadian Equity Fund and the Landry Global Equity Fund also qualify as mutual fund trusts under the Tax Act. They will therefore not engage in any undertaking other than the investment of their funds in property for purposes of the Tax Act. The Landry US Equity Fund does not currently meet the requirements to be a mutual fund trust but is registered as a registered investment under the Tax Act. The other Funds have not deviated from the requirements to be a mutual fund trust and a registered investment in the past year. As long as registration as a registered investment continues, units of the Funds will be qualified investments for trusts governed by registered retirement savings plans ( RRSPs ), locked-in retirement savings plan ( LRSP s), registered retirement income funds ( RRIFs ), deferred profit-sharing plans ( DPSPs ), locked-in retirement account ( LIRAs ) and life income fund ( LIFs ). In addition, as long as a 3

6 Fund qualifies as a mutual fund trust, units of the Fund will be qualified investments for trusts governed by registered education savings plans ( RESPs ), registered disability savings plans ( RDSPs ) and taxfree savings accounts ( TFSAs ). Notwithstanding that units of a Fund may be qualified investments, the holder of a TFSA, the annuitant under an RRSP or RRIF, or, based on the recent tax proposals in the 2017 federal budget, the holder of a RDSP or the subscriber of a RESP will be subject to a penalty tax on units of the Fund and other tax consequences may result if the units of the Fund are a "prohibited investment" for the TFSA, RRSP, LIF, LIRA, RRIF, RDSP or RESP, as the case may be. The units of a Fund will generally be a "prohibited investment" if the holder, the annuitant or the subscriber, as the case may be, does not deal at arm's length with the Fund for purposes of the Tax Act or the holder, the annuitant or the subscriber, as the case may be, has a "significant interest" (as defined in the Tax Act) in the Fund or a corporation, partnership or trust with which the Fund does not deal at arm's length for purposes of the Tax Act. Holders are advised to consult their own tax advisors in this regard. DESCRIPTION OF UNITS OF THE FUNDS Each Fund s units are divided into several classes, and each class is divided into units of equal value. Each Fund is authorized to issue an unlimited number of units, which may be issued in an unlimited number of classes. Each Fund offers class A, F, I and J units. However, class I and J units are not offered pursuant to the Simplified Prospectus of the Funds. Class A and F have the following attributes: equal participation in any distributions; one vote at all unitholder meetings; on liquidation, equal participation in the net asset value after payment of liabilities; fractional units that have the same rights and conditions as whole units, except in respect of the voting rights; not transferable; redeemable; may be sub-divided or consolidated on 14 business days prior written notice to unitholders; and no conversion or pre-emptive rights and no liability for future calls. Each class is described below: All investors may purchase class A units. The minimum subscription for class A units is $5,000 per Fund. The minimum subsequent investment is $1,000 per Fund. All investors may purchase class F units in a wrap account. The minimum subscription for class F units is $5,000 per Fund. The minimum subsequent investment is $1,000 per Fund. Class I and J units are not offered pursuant to the Simplified Prospectus of the Funds The expenses of class A and F units of each Fund are tracked separately and a different unit price is calculated for each class. Investments in units by unitholders are tracked on a class-by-class basis. Units are issued only if they are fully paid. Fractions of units are proportionately entitled to these rights and privileges. Subject to each Fund s trust agreement, the IFM may create and authorize the issuance of additional classes of units of any Fund without prior notice. Any changes that will adversely affect the pecuniary value of any unit, or the voting rights of unitholders, must, subject to the terms of the Trust 4

7 Agreement and applicable regulatory requirements, be approved by a majority of the affected unitholders at a meeting of such unitholders called for that purpose. No unitholder owns any asset of a Fund. Unitholders have only those rights mentioned in this Annual Information Form, the Simplified Prospectus of the Funds and the Trust Agreement. Subject to the unitholder approval and notice requirements described below, these attributes may be amended from time to time. Where meetings of more than one class of a Fund are convened jointly, the classes of that Fund shall be voted separately on any matter that requires a class vote. Rights of Unitholders NI currently provides that, subject to certain exceptions, the following changes cannot be made to a Fund without the consent of unitholders by a majority of votes cast at a meeting of unitholders of the Fund: A change in the method used to calculate the fees and expenses charged to a Fund, or to unitholders by the Fund or the IFM in connection with the holding of units of a Fund, in a way that could result in an increase in the fees and expenses charged to the Funds or its unitholders, unless the Fund is at arm s length to the natural or legal person charging the fees and expenses and a notice is sent to the unitholders at least 60 days before the change takes effect; The addition of fees or expenses to be charged to the Fund or directly to its unitholders by the Fund or the IFM in connection with the holding of units of a Fund; A change in the Investment Fund Manager, unless the new IFM is a person from the same group as the IFM; A change in the fundamental investment objectives of the Fund; A reduction in the frequency of calculation of the NAV per Unit of the Fund; Certain types of substantial restructuring of the Fund; and Any other matter covered by the trust agreement governing the Funds or by the laws applicable to the Funds which must be submitted to a vote of the unitholders of the Funds. Subject to applicable laws, the Trust Agreement may be amended without notice to, or the approval of, unitholders, except that unitholders of the Funds must be given prior notice of the proposed amendment if the IFM, acting reasonably, is of the opinion that the amendment will constitute a material prejudice to the interest of the unitholders of the Funds. In addition, subject to IRC s approval, no unitholder approval will be required for a change of auditors of a Fund if unitholders of the Fund are sent notice at least 60 days before the effective date of the change. VALUATION OF PORTFOLIO SECURITIES AND CALCULATION OF NET ASSET VALUE Valuation of Portfolio Securities The value of any security or property held by a Fund or any of its liabilities will be determined in the following way: (a) The value of any cash on hand, on deposit or on call, prepaid expenses, cash dividends declared and interest accrued and not yet received shall be deemed to be the face amount thereof, unless the Valuation Agent and Recordkeeper determines that any such deposit or call 5

8 loan is not worth the face amount thereof, in which event the value thereof shall be deemed to be such value as the Valuation Agent and Recordkeeper determines to be the reasonable value thereof; (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) The value of any bonds, debentures and other debt obligations shall be valued by taking the average of the bid and ask prices provided by a recognized vendor upon the close of trading on a valuation date. Short-term investments, including notes and money market instruments, shall be valued at cost plus accrued interest, which will approximate their fair value; The value of any security, index futures or index options thereon that are listed on any recognized exchange shall be determined by the closing price at the valuation date or, if there is no closing price, the average between the closing bid and the closing ask price on the day on which the NAV per Unit of a Fund is determined, all as reported by any report in common use or authorized as official by a recognized stock exchange. If such stock exchange is not open for trading on that date, the price used is that of the last previous date on which such stock exchange was open for trading; The value of any security or other asset for which a market quotation is not readily available shall be its fair market value as determined by the Valuation Agent and Recordkeeper; The value of any security whose resale is restricted or limited shall be the lesser of the value thereof based on reported quotations in common use and that percentage of the market value of securities of the same class, the trading of which is not restricted or limited by reason of any representation, undertaking or agreement or by law, equal to the percentage that a Fund's acquisition cost was of the market value of such securities at the time of acquisition, provided that a gradual taking into account of the actual value of the securities may be made where the date on which the restriction will be lifted is known; Purchased or written clearing corporation options, options on futures, over-the-counter options, debt-like securities and listed warrants shall be valued at the current market value thereof; Where a covered clearing corporation option, option on futures or over-the-counter option is written, the premium received by a Fund shall be reflected as a deferred credit, which shall be valued at an amount equal to the current market value of the clearing corporation option, option on futures or over-the-counter option that would have the effect of closing the position. Any difference resulting from revaluation of such options shall be treated as an unrealized gain or loss on investment. The deferred credit shall be deducted from the net asset value of a Fund. Securities, if any, that are the subject of a written clearing corporation option, or an over-thecounter option, shall be valued at their then market value; The value of a futures contract, or a forward contract, shall be the gain or loss with respect thereto that would be realized if, at the valuation date, the position in the said contract were to be closed out; Margin paid or deposited in respect of futures contracts and forward contracts shall be reflected as an account receivable, and margin consisting of assets other than cash shall be noted as held as margin; The assets of the Funds valued in a foreign currency and all liabilities and obligations payable by a Fund in a foreign currency shall be converted into their respective currency, at the rate of exchange obtained from the best sources available to the Valuation Agent and Recordkeeper or any of its affiliates; and All expenses (including fees payable to the IFM) or liabilities of a Fund shall be calculated on an accrual basis. 6

9 In this Annual Information Form, unless otherwise indicated, "current market value" shall mean the most recently available sale price applicable to the relevant security on the principal market on which it is traded immediately preceding the valuation time on the valuation date, provided that, if no sale has taken place on a valuation date, the average of the bid and ask quotations immediately prior to the valuation time on the valuation date shall be used. The value of any security or other property of a Fund, for which market quotation is not readily available or to which, in the opinion of the Valuation Agent and Recordkeeper, the above principles cannot be applied or for which, in the opinion of the Valuation Agent and Recordkeeper, the market quotations do not properly reflect the fair value of such securities, will be determined by the Valuation Agent and Recordkeeper by valuing the securities at such prices as appear to the Valuation Agent and Recordkeeper to most closely reflect the fair value of the securities. The Valuation Agent and Recordkeeper confirms that, since taking over responsibility for the calculation of net asset value on October 1, 2006, it has not deviated from the above-mentioned valuation methods. The NAV per unit of the Funds, for all purposes other than financial reporting, is calculated according to the previously stated criteria. Prior to January 1, 2014, and pursuant to National Instrument Investment Fund Continuous Disclosure, each Fund was obliged to calculate the net asset per unit for the purposes of the financial statements in accordance with Canadian generally accepted accounting principles ( GAAP ). Under Canadian GAAP, securities that were quoted in active markets were measured based on the bid price for long positions and the ask price for short positions, while under the valuation criteria stated above, such securities were valued using the closing price. As such, this might have resulted in a different NAV per unit for the purpose of the financial statements compare to the NAV per unit as calculated for the purpose of redemption and purchase of units of the Funds. For annual periods beginning on or after January 1, 2014, the financial statements of each Fund are required to be prepared in accordance with International Financial Reporting Standards ( IFRS ). Under IFRS, each Funds accounting policies for measuring the fair value of its securities for the purposes of the financial statements are expected to be similar with those used in measuring their NAV per unit for the purpose of redemption and purchase of units of the Funds, with the exception of bonds which are measured, as stated in the valuation criteria above, by taking the average of the bid and ask prices rather than by taking the closing price. However, if the closing price of a security of a Fund falls outside of the bid and ask price spread of the security, the Fund may adjust the net assets attributable to holders of redeemable units per Series per unit in the Fund s financial statements. As such, the NAV per unit for transactions with unitholders may be different from the NAV per unit that is reported in such Fund s financial statements under IFRS. Calculation of Net Asset Value For all Funds, a valuation date is any day that the Toronto Stock Exchange is open for business. In certain circumstances where other markets are open and the Toronto Stock Exchange is closed, we may value the Funds despite the Toronto Stock Exchange s being closed. A valuation date ends at the earlier of 4:00 p.m. Eastern Time or the end of a trading day on the Toronto Stock Exchange. Any purchase, switch or redemption instruction received at or after the end of a valuation date will be processed on the next valuation date. Where a Fund has more than one class of units, the price of a unit of each class is determined by calculation of the class s proportionate share of the value of the Fund s assets less the class s liabilities and its proportionate share of the common liabilities of the Funds. This gives us the net asset value for the class. We then divide that amount by the total number of units outstanding in the class to obtain the net asset value per unit for such class. Each class will pay separately for any expense item that can be specifically attributed to that class. An expense that relates solely to one class will be allocated only to that class. Common expenses, such as audit and custody fees, will be allocated among the classes in the manner determined to be most appropriate by the IFM according to the nature of the expense. As a result, a separate price will be calculated for each class of units because the fees and operating 7

10 expenses for each class are different. Expenses of each class, however, continue to be liabilities of the Fund as a whole. Accordingly, the investment performance, expenses or liabilities of one class may affect the value of the units of another class in the same Fund. The net asset value per unit of a Fund is referred to in this Annual Information Form as the NAV per Unit. We calculate the net asset value of the Landry Canadian Equity Fund in Canadian dollars and that of the Landry U.S. Equity Fund and the Landry Global Equity Fund in US dollars. We calculate the NAV per Unit for every Fund at 4:00 p.m. Eastern Time on every valuation date. The information with regards to the net asset value and the net asset value per unit is available at no cost to the public. The prices are published daily in the mutual fund listings of most major newspapers in Canada. The NAV per Unit of a Fund can fluctuate. General PURCHASES, SWITCHES AND REDEMPTIONS Class A and F units of each Fund are offered for sale on a continuous basis. Class I and J units are not offered pursuant to the Simplified Prospectus of the Funds. Orders can be placed through dealers qualified in the province of purchase. The order must be received by the dealer no later than 3:00 p.m. Eastern Time on the valuation date. The IFM does not accept any purchase orders that come directly from investors. Please note that your dealer may put in place earlier cut-off times for receiving orders so that it can transmit the orders to the Valuation Agent and Recordkeeper by 3:00 p.m. Eastern Time. Your dealer may charge you a fee for its services. Dealers are retained by you and are not agents of the Funds or the IFM. The IFM confirms that it does not have any affiliation with any dealer in Canada. Purchasing Units of the Funds To invest in a Fund, you purchase units, or fractions of units, of the Fund from your dealer. The price depends on the NAV per Unit of the Fund at 4:00 p.m. Eastern Time, which is calculated as stated under the heading "Valuation of Portfolio Securities". The Valuation Agent and Recordkeeper will process your purchase order the same day it receives your instructions if it is properly notified before 3:00 p.m. Eastern Time on a valuation date. If the Valuation Agent and Recordkeeper receives proper instructions at 3:00 p.m. Eastern Time or later, it will process your purchase on the next valuation date. When you submit money with a purchase order, any interest the money earns before it is invested in a Fund is credited to the Fund, not to you. The Valuation Agent and Recordkeeper does not issue certificates when you purchase units of the Funds. For more information on the minimum initial investments required, see Minimum Investment in the Funds Simplified Prospectus. Payment of subscription monies must be made in the reference currency of the Fund for value three business days after the relevant valuation date to the Valuation Agent and Recordkeeper, and the proper identity of the subscriber(s) and the relevant Fund(s) in which units are being subscribed to 1 must be stated. However, if the Fund does not receive payment in full on or before the third business day after the valuation date applicable to the purchase order or if a cheque is returned because you do not have sufficient money in your bank account: The Valuation Agent and Recordkeeper will redeem the units that you bought before 3:00 p.m. on the fourth business day after the valuation date applicable to the purchase order or on the date the Fund knows the payment will not be honoured; 1 Note that starting on September 5, 2017, all Canadian Securities Administrators will adopt a shorter standard settlement cycle of two business days. Consequently, and if authorized under applicable securities laws, starting on September 5, 2017, we would require that the subscription price be received by no later than the second business day after the relevant valuation date. 8

11 If the redemption price is higher than the original purchase price, the Fund will keep the difference; and If the redemption price is lower than the original purchase price, your Dealer will pay the difference and then collect that amount, plus any costs or interest, directly from you or will debit your bank account. Your dealer may apply a sales charge from 0 % to 5 % of the purchase price of Class A units only. You must negotiate this charge with your dealer. This charge, as applicable, is deducted from the amount of your investment and is paid to your dealer as a commission. Dealers are retained by you and are not agents of the Funds or the IFM. There is no sales charge for Class F units. In the arrangements it makes with an investor, a dealer may provide that the investor will compensate it in respect of any loss incurred by the dealer as a result of failure to settle a subscription for units of a Fund caused by the investor. You have to pay for units of the Landry Canadian Equity Fund in Canadian dollars. You have to pay for units of the Landry U.S. Equity Fund and the Landry Global Equity Fund in US dollars. Dealers may allow you to hold Funds purchased in US dollars in their registered accounts. Security Interest in Units of the Funds You must provide the Valuation Agent and Recordkeeper with written notice before you give, transfer, assign or pledge to anyone else a security interest in any units of any Fund you may own. You must also pay all costs and expenses (including legal fees) plus reasonable administration charges incurred for the collection of all or any of your indebtedness. Switching Units of the Funds Before proceeding with any switch, it is important that you discuss the proposed switch with your dealer as well as your tax advisor so that you are fully aware of all the implications of making the switch. You can switch units of one Fund for units of another Landry Fund denominated in the same currency or for Units of another class of the same Fund. When you switch, you sell the units of the Landry Fund you own at their NAV per Unit. Then you buy units of the other Landry Fund to which you are switching, also at their NAV per Unit. See "Valuation of Portfolio Securities". You may want to switch if your investment objectives have changed. Before you make a switch, read about the investment objective, investment strategies and risk factors, contained in the Simplified Prospectus of the Landry Fund to which you are switching to make sure it meets your investment needs. The Valuation Agent and Recordkeeper will process your switch the same day if it receives proper instructions before 3:00 p.m. Eastern Time and if it is a valuation date for the Landry Fund you own and the other Landry Fund to which you are switching. If the Valuation Agent and Recordkeeper receives proper instructions at 3:00 p.m. Eastern Time or later, it will process your switch on the next valuation date. The redemption of units to make a switch, unless a switch of units of a class for units of another class of a same Fund, constitutes a disposition for tax purposes and consequently may result in your having to pay tax on any capital gain, unless such units are held in a registered plan such as an RRSP or a RRIF. The tax consequences of redemptions are discussed under "Canadian Federal Income Tax Considerations". Units cannot be switched during any period when redemptions have been suspended. Switches will be subject to the minimum investment requirements governing the Landry Funds and classes. 9

12 Your dealer may apply a switch fee from 0 % to 5 % of the purchase price of the units you acquire when you switch from Class F units to Class A or between class A units of Landry Funds. You must negotiate such fee with your dealer. This fee, as applicable, is deducted from the amount of your investment and is paid to your dealer as a commission. Dealers are retained by you and are not agents of the Funds or the IFM. You cannot switch units of one of the Landry Funds denominated in one currency to units of another one of the Landry Funds denominated in a different currency. Redeeming Units of the Funds You can take your money out of a Fund by selling, or redeeming, units or fractions of units of the Fund. Redemption orders can be placed through your dealer, provided that the redemption order is received by the dealer no later than 3:00 p.m. Eastern Time on the valuation date. We will redeem your units at the NAV per Unit of the Fund at the close of business on the valuation date you sell. The Valuation Agent and Recordkeeper will redeem your units at the NAV per Unit of the Fund at 3:00 p.m. Eastern Time on the valuation date you sell. The Funds have no redemption charges. The redemption of units constitutes a disposition for tax purposes and consequently may result in your having to pay tax on any capital gain, unless such units are held in a registered plan, such as an RRSP or a RRIF. The tax consequences of redemptions are discussed under "Canadian Federal Income Tax Considerations". The Valuation Agent and Recordkeeper will process your order to redeem the same day that it receives instructions from your dealer, if it is properly notified and sent any required documents in good order before 3:00 p.m. Eastern Time on a valuation date. If the Valuation Agent and Recordkeeper receives proper instructions at 3:00 p.m. Eastern Time or later, it will process your order to sell on the next valuation date. The Valuation Agent and Recordkeeper will send you or your dealer your money from the redemption of your Funds on the next business day or on or before three business days after the valuation date used to process your sell order 2. Your dealer will advise you of the documents required. Any interest earned on the proceeds of an order to redeem before you or your dealer receive the money will be credited to the Fund, not to your account. In the arrangements it makes with an investor, a dealer may provide that the investor will compensate it for any loss it incurs as a result of the investor s failure to fulfill the requirements of the Fund or of securities legislation in respect of redemption of units of the Fund. If the Valuation Agent and Recordkeeper does not receive the required documentation in good order on or before ten business days after the valuation date, it will repurchase the units for your account. If the cost of repurchasing the units is less than the sales proceeds, the Fund will keep the difference. If the cost of repurchase is more than the sales proceeds, your dealer will pay the difference and any related costs. You will receive Canadian dollars when you redeem units of the Landry Canadian Equity Fund and US dollars when you redeem units of the Landry U.S. Equity Fund or the Landry Global Equity Fund. The monies will be paid to you by cheque or deposited directly into a bank account at a financial institution in Canada. The IFM may authorize the Valuation Agent and Recordkeeper to redeem all units of a unitholder if the IFM determines that: (i) the unitholder engages in short-term or excessive trading; (ii) the unitholder becomes a resident, for securities laws or tax purposes, of a foreign jurisdiction where such foreign residency may have negative legal, regulatory or tax effects on the Fund; (iii) the criteria for eligibility to hold units, either specified in the relevant disclosure documents of the Fund or in respect of which 2 Note that starting on September 5, 2017, all Canadian Securities Administrating will adopt a shorter standard settlement cycle of two business days. 10

13 notice has been given to unitholders, are not met; or (iv) it would be in the best interest of the Fund to do so. In addition, the IFM has the right to instruct the Valuation Agent and Recordkeeper to not accept subscriptions from and to not direct the issuance or transfer of Landry U.S. Equity Fund units to and to redeem all or such portion of the Landry U.S. Equity Fund units on such terms as the IFM deems appropriate in the circumstances of: (a) any person who is or would be a designated beneficiary of the Landry U.S. Equity Fund, as such term is defined in Part XII.2 of the Tax Act, if, as a consequence thereof, the Landry U.S. Equity Fund would be liable for tax under Part XII.2 of the Tax Act; or (b) a financial institution, as defined in the Tax Act for the purposes of the mark-to-market rules, if the Landry U.S. Equity Fund itself would be deemed to be a financial institution under such rules as a result of such subscription/issuance of Landry U.S. Equity Fund units. Unitholders will be responsible for all the tax consequences, costs and losses, if any, associated with the redemption of units in a Fund upon the exercise of the right to redeem by the Valuation Agent and Recordkeeper. Suspension of Redemption of Units Under extraordinary circumstances, your right to redeem units of a Fund may be suspended: with the approval of the Canadian Securities Administrators (CSA); or when normal trading is suspended on a stock, options or futures exchange in Canada or outside Canada on which are traded securities or derivatives that make up more than 50 % of the value or underlying exposure of the total assets of the Fund, not including any liabilities of the Fund, if those securities or derivatives are not traded on any other exchange that represents a reasonably practical alternative for the Fund. During any period of suspension, no calculation of the NAV per Unit will be made, and a Fund will not be permitted to issue further units or redeem or switch any units previously issued. Right to Refuse a Purchase, Switch or Redemption The IFM has the right to instruct the Valuation Agent and Recordkeeper to refuse instructions to purchase, switch or redeem units of any of the Funds. It exercises this right of refusal on the day your order is received or the following business day and will instruct the Valuation Agent and Recordkeeper, where applicable, to return your money to you or your dealer, as the case may be. While the Valuation Agent and Recordkeeper is not obliged to explain why your purchase, switch or redemption was refused, the most common reason is moving in and out of the same Fund or another Landry Fund within 90 days. This kind of short-term or excessive trading can increase administrative costs to all investors. Mutual funds are typically long-term investments. Investors who try to second-guess the ups and downs of the markets by short-term or excessive trading may be disappointed with the performance of their investments. The Funds have policies and procedures designed to monitor, detect and deter short-term or excessive trading. The policies and procedures contemplate mutual fund structures, investment products and services that are not designed to facilitate harmful short-term or excessive trading. If you switch or redeem units of a Fund within 90 days of buying them, you may be charged a short-term trading fee of up to 2 % of the value of the units. This fee is paid to the Fund and not to us. If you do not pay this short-term trading fee in full immediately after it is due, you pledge units of any Landry Fund you may own as security for the outstanding fee and hereby give us a power of attorney, including the right to execute and deliver all necessary documents, in order to collect this fee by redeeming such other units of any Landry Fund that you may own without notice to you, and you shall be responsible for any tax consequences or other related costs. The IFM may in its sole discretion decide which units are to be redeemed and instruct the Valuation Agent and Recordkeeper accordingly, and any such redemptions may be made without prior notice to you in such manner as it may decide is advisable. 11

14 The short-term trading fee does not apply to units you receive from reinvested distributions. RESPONSIBILITY FOR OPERATIONS OF THE FUNDS The following diagram shows the persons responsible for providing important services to the Funds and how they are related. Landry Investment Management Inc. Investment Fund Manager Provides for all general administrative and day-to-day management of the business and operations of the Funds Portfolio Manager Provides investment advice and assists in the selection of investments for the Funds Computershare Trust Company of Canada Trustee Acts as trustee of the Funds in accordance with the Trust Agreement KPMG LLP Auditors Examine and expresse an opinion on the financial statements of the Funds CIBC Mellon Trust Company Custodian Acts as custodian of the assets of the Funds in accordance with the Trust Agreement and the Custodian Agreement CIBC Mellon Global Securities Services Company Valuation Agent and Recordkeeper Administers the Funds in accordance with the Valuation and Recordkeeping Services Agreements Investment Fund Manager and Portfolio Manager The Investment Fund Manager of the Funds is Landry Investmement Management Inc. Its principal office is located at 1800, McGill College, suite 1430, Montreal, Québec, H3A 3J6. The IFM s phone number is , its address is info@landryinvest.com and the address of its website is The IFM is responsible for the day-to-day activities, business and operations of the Funds, and provides investment advisory, marketing and administrative services to the Funds. The Landry Funds have named Landry Investment Management Inc. as Investment Fund Manager thereof pursuant to a management agreement (the Management Agreement ) made between Landry Investment Management, as IFM of the Funds, and Computershare, as Trustee of the Landry Funds, as 12

15 of March 28, 2011, as amended on June 4, 2012, April 2nd, 2013, September 28, 2016 and May 15, Pursuant to the Management Agreement, the Landry Funds have delegated to the IFM management of all the business of the Landry Funds, including the provision of administrative services and premises and facilities for the Landry Funds as well as investment of the assets of each of the Landry Funds. The IFM may provide such services directly or may retain the services of agents to perform them in its place. The IFM is entitled to receive the fees disclosed under Fees and Expenses. It may, in some cases, waive fees or absorb a portion of the operating expenses. The decision to waive management fees or absorb operating expenses is reviewed annually and determined at the discretion of the IFM. Under the Management Agreement, the IFM may resign upon 90 days written notice. Directors and Executive Officers of the IFM The names and municipalities of residence of the directors and executive officers of the IFM, their position(s) with the IFM and their principal occupations are as follows: Name and municipality of residence Jean-Luc Landry Montréal, Québec Benoit Perraton Brillon Montréal, Québec Kit Dalaroy Montréal, Québec Colette E. Bournival Town of Mount Royal, Québec Principal occupation held with the IFM Chairman, Chief Executive Officer, Ultimate Designated Person, Director and Advising Representative Chief Investment Officer, Director and Advising Representative Chief Financial Officer Vice-President, Chief Compliance Officer, Secretary and Advising Representative Principal occupations held over the past five years Chairman, Chief Executive Officer, Chief Investment Officer (from September 2002 to January 2013), Ultimate Designated Person, Director and Advising Representative of Landry Investment Management Chief Investment Officer, Director and Advising Representative of Landry Investment Management (since February 2013). Chief Financial Officer, Chief Investment Officer and Advising Representative of Landry Investment Management (from January 2013 to February 2013), Advising Representative, Landry Investment Management (from November 2012 to January 2013), President, Canada Inc. (from 2011 to 2012), Secretary and Advising Representative, Selexia Investment Management Inc. (from 2007 to 2011) Chief Financial Officer at Landry Investment Management (since February 2013), Financial analyst at Landry Investment Management (from January 2013 to February 2013), Senior Advisor at Champlain Financial Corporation (from April 2012 to January 2013), Managing Director at National Bank Financial (from December 2009 to December 2011) and Managing Director, Corporate Advisory Group at Deutsche Bank Securities Limited (from April 2006 to December 2009) Vice-President, Chief Compliance Officer, Secretary and Advising Representative of Landry Investment Management (since February 2013). Vice-President, Chief Compliance Officer, Director and Advising Representative of Landry 13

16 Name and municipality of residence Pierre Simard Westmount, Québec Alain Fortin, Montreal, Québec Principal occupation held with the IFM Director Director Principal occupations held over the past five years Investment Management (from November 2012 to February 2013), Vice-President, and Advising Representative of Landry Investment Management since January 2008 President of Corporation financière Champlain (Canada) (since April 2006) and managing partner of Champlain Capital Management LLC (since January 2002). Vice President Customer Service Claims for Quebec Division at Intact Insurance Company (since September 2015) and Vice President and Chief Operating Officer at Intact Investment Management Inc (between March 2009 and September 2015). Pursuant to the Management Agreement, the IFM is also the portfolio manager of the Funds and, in that capacity, is responsible for management of the investment portfolios, establishment of investment policies and guidelines, and provision of investment analyses in respect of the Funds. The Management Agreement will continue until terminated by any party upon giving 90 days prior notice or such other period as the parties may agree. The Management Agreement may also be terminated by the Trustee (i) at any time if an order is made or resolution passed or other proceedings taken for the dissolution of the IFM; (ii) if the IFM consents to or makes a general assignement for the benefits of creditors, or makes a proposal to creditors under any insolvency law, or is declared bankrupt or if a liquidator, trustee in bankruptcy, custodian or receiver and administrator or interim receiver or other officer with similar power is appointed for the Manager; or (iii) if, according to the provisions of any applicable laws, the IFM ceases to be qualified to act as the Investment Fund Manager of the Fund. The Management Agreement may not be assigned without the prior written consent of the other party, except to an affiliate of the IFM. In providing investment management services, the IFM acts in an equitable manner and in good faith in the interest of each of the Landry Funds. If investment advice applies to two or more Landry Funds, the securities will be allocated proportionally or in a manner that the IFM deems reasonable, fair and equitable. Investment decisions are generally made based on a quantitative screening developed by the IFM and are approved by an investment committee consisting of members of management and analysts. The Chief Investment Officer is ultimately responsible for the purchase and sale of the portfolio assets. The names and positions of the persons employed by the IFM and principally responsible for day-to-day management of a substantial portion of the portfolio of the Landry Funds are as follows: Name Jean-Luc Landry Montréal, Québec Position Chairman, Chief Executive Officer, Ultimate Designated Person, Director and Advising Representative Principal occupations held over the past five years Chairman, Chief Executive Officer, Chief Investment Officer (from September 2002 to January 2013), Ultimate Designated Person, Director and Advising 14

17 Name Benoit Perraton Brillon Montréal, Québec Position Chief Investment Officer, Director and Advising Representative Principal occupations held over the past five years Representative of Landry Investment Management Chief Investment Officer, Director and Advising Representative of Landry Investment Management (since February 2013). Chief Financial Officer, Chief Investment Officer and Advising Representative of Landry Investment Management (from January 2013 to February 2013), Advising Representative, Landry Investment Management (from November 2012 to January 2013), President, Canada Inc. (from 2011 to 2012), Secretary and Advising Representative, Selexia Investment Management Inc. (from 2007 to 2011) Brokerage and Soft Dollar Arrangements No arrangements exist for the awarding of brokerage business in proportion to, or on the basis of, the sale of the Funds by dealers, and there are no commissions on brokerage transactions that are linked to the sale of the units of the Funds. Generally speaking, brokerage business covering the purchase or sale of a security is allocated by the IFM to those dealers that can offer the best net result for the Fund, considering the relevant elements, including, but not limited to, price, speed of execution, certainty of execution and total transaction cost. Subject to selection based on the following criteria, preference may be given to those dealers that, in the opinion of the IFM, provide or pay for investment decision-making services. Some or all of these services may be paid for through commissions or brokerage transactions executed on behalf of the Funds. Dealer selection is based on the following criteria: advice as to the value of securities and the advisability of effecting transactions in securities; analysis and reports concerning securities, portfolio strategy or performance, issuers, industries, and economic or political factors and trends; and databases and software used by the various dealers and designed mainly to support the services referred to in the two preceding points. In allocating fund brokerage business to a dealer, consideration may be given to the nature of goods and services provided by a dealer, other than order-execution services (referred to in the industry as "softdollar" arrangements). In addition to their basic order-execution services, dealers may offer goods and services related to research. For example, they may provide proprietary market-research services and access to proprietary order-management systems. The value of such goods and services is incorporated into the brokerage commission charged in respect of the transaction. When a dealer offers such services, the IFM will ensure that each of the Funds receives a reasonable advantage and that the brokerage commissions paid to the dealer are reasonable in relation to the value of the services or 15