CWB CORE FUNDS ANNUAL INFORMATION FORM Dated June 12, 2015 CWB CORE EQUITY FUND CWB CORE FIXED INCOME FUND Relating to the Offering of Units in the provinces of British Columbia, Alberta, Saskatchewan and Manitoba No securities regulatory authority has expressed an opinion about these Units and it is an offence to claim otherwise.
TABLE OF CONTENTS GLOSSARY... 1 NAME, FORMATION AND HISTORY OF THE FUNDS... 1 INVESTMENT RESTRICTIONS... 2 Basic Restrictions... 2 Registered Plan Status... 2 Changes to Investment Objectives... 2 DESCRIPTION OF SECURITIES OFFERED BY THE FUNDS... 3 Units and their Entitlements... 3 Changes in Rights... 3 Matters Requiring Unitholder Approval... 4 VALUATION OF PORTFOLIO SECURITIES... 5 CALCULATION OF NET ASSET VALUE... 7 PURCHASES OF UNITS AND SWITCHES... 8 Process of Making Purchases... 8 Tax Deferred Plans... 9 Tax Free Plans... 10 Switches... 10 REDEMPTION OF UNITS... 11 Procedure... 11 Mandatory Redemption... 12 Suspension of Redemptions... 12 RESPONSIBILITY FOR OPERATIONS... 13 Management of the Funds... 13 Management and Distribution Agreement... 15 Management Fee and Expenses... 15 Change in Manager... 16 Management Fee Reductions and Distributions... 16 Portfolio Advisor... 17 Brokerage Arrangements... 18 Trustee... 19 Valuation and Recordkeeping Services... 20 Custodian... 20 Registrar and Transfer Agent... 21 Auditor... 21 Independent Review Committee... 21 CONFLICTS OF INTEREST... 22 Principal Shareholder of Adroit... 22
Affiliated Entities... 22 General Conflicts Issues... 22 FUND GOVERNANCE... 24 Proxy Voting... 24 Proxy Voting Guidelines... 24 CANADIAN FEDERAL INCOME TAX CONSIDERATIONS... 27 Taxation of the Funds... 28 Taxation of Unitholders... 28 Eligibility for Investment by Tax Deferred Plans and Tax Free Plans... 29 REMUNERATION OF TRUSTEE AND INDEPENDENT REVIEW COMMITTEE... 30 MATERIAL CONTRACTS... 30 LEGAL AND ADMINISTRATIVE PROCEEDINGS... 31 CERTIFICATES... 32 THE CWB CORE FUNDS... 34
GLOSSARY In this Annual Information Form, Adroit, the Manager, us or we refers to Adroit Investment Management Ltd., a company formed on September 1, 2010 by the amalgamation of Adroit Investment Management Ltd. (pre amalgamation, referred to as AIM ) and its wholly owned subsidiary Adroit Group Ltd. ( Adroit Group ). Funds means the CWB Core Equity Fund and the CWB Core Fixed Income Fund and Fund means either one of them as the context requires, CWB means Canadian Western Bank, CWF means Canadian Western Financial Ltd., RBC IS refers to the RBC Investor Services Trust, Securities Regulations means all applicable securities laws, including all legislation, regulations, instruments and policies, Tax Act refers to the Income Tax Act (Canada) and the regulations thereunder, Tax Deferred Plans and Tax Free Plans mean the plans described under the heading Registered Plan Status below, and Units means the units of either of the Funds. NAME, FORMATION AND HISTORY OF THE FUNDS Effective as of June 18, 2014, the name of the Adroit Equity Fund was changed to the CWB Core Equity Fund and the name of the Adroit Fixed Income Fund was changed to the CWB Core Fixed Income Fund. CWB Core Equity Fund and CWB Core Fixed Income Fund (the Funds ) are each open ended investment trusts established under the laws of Alberta pursuant to a Declaration of Trust dated May 4, 2001 (the Declaration of Trust ) as amended by: 1. A Trust Declaration Amending Agreement dated July 16, 2008 to reflect changes in Securities Regulations allowing new auditors of the Funds to be appointed without Unitholder approval provided applicable Securities Regulation is complied with; and 2. A Declaration of Trust Amendment dated September 1, 2010 reflecting the previous change of name of Adroit Canadian Equity Fund to Adroit Equity Fund and the amalgamation of the Funds initial trustee, Adroit Group, with AIM. The head office of the Funds is located at 1250 10303 Jasper Avenue, Edmonton, Alberta, T5J 3N6. The Funds were established by Adroit Group, a wholly owned subsidiary of AIM, as the Funds trustee, manager and distributor and AIM as the Funds portfolio manager. RBC IS is the custodian of the Funds pursuant to a custodian agreement dated May 4, 2001. CWB Core Funds Annual Information Form 1
Effective December 1, 2008, CWB acquired a 72.5% interest in AIM. Through subsequent transactions, CWB currently holds 84% of the issued and outstanding shares in the capital of Adroit. Effective September 1, 2010, AIM and Adroit Group amalgamated to form Adroit. Adroit now acts as the Funds trustee, manager, principal distributor and portfolio manager. Effective June 25, 2010, the name of the Adroit Canadian Equity Fund was changed to the Adroit Equity Fund. INVESTMENT RESTRICTIONS Basic Restrictions The Funds are subject to certain restrictions and practices prescribed by Securities Regulations, including National Instrument 81 102 Mutual Funds ( NI 81 102 ), which is a national policy adopted by the Canadian Securities Administrators. This policy is designed in part to ensure that investments of the Funds are diversified and relatively liquid and to ensure the proper administration of the Funds. The Funds will be managed in accordance with these restrictions and practices. Any deviation from the restrictions and practices prescribed by NI 81 102 requires the prior approval of the securities regulatory authorities of the provinces in which the Funds are distributed. Registered Plan Status Each of the Funds is registered as a registered investment under the Tax Act so that the Units of those funds are qualified investments for registered retirement savings plans ( RRSPs ) and registered retirement income funds ( RRIFs ). These plans, together with variations of RRSPs and RRIFs known as life income funds ( LIFs ), locked in retirement income funds ( LRIFs ) and locked in retirement accounts ( LIRAs ), are collectively referred to as Tax Deferred Plans. Units of the Funds are qualified investments for tax free savings accounts ( TFSAs ), each referred to as a Tax Free Plan in this Annual Information Form. Because the Funds are registered investments, they will make only investments prescribed under the Tax Act for Tax Deferred Plans and Tax Free Plans. The Funds have not, in the past year, deviated from the rules for registered investments prescribed by the Tax Act. Changes to Investment Objectives The fundamental investment objectives of each of the Funds are set out in the Funds Simplified Prospectus. Any proposed significant change to the fundamental investment objectives of any CWB Core Funds Annual Information Form 2
Fund must be presented to and approved at a meeting of the Unitholders of that Fund by a majority of the votes cast at the meeting. If a change in the material investment strategies used to achieve the fundamental investment objectives of any Fund is to be adopted, Unitholders of that Fund will be given 30 days prior notice of the change. DESCRIPTION OF SECURITIES OFFERED BY THE FUNDS Units and their Entitlements The securities offered by each of the Funds are called Units. Each Unit of a Fund represents an equal undivided beneficial interest in that Fund s assets, less its liabilities. Upon issuance, all Units of each Fund are fully paid and non assessable and have no preemptive or conversion rights. All Units of each Fund are redeemable. Units of one Fund carry no right to participate in the net assets of any other Fund. Fractional Units may be issued, but do not carry the right to vote. Each Fund is authorized to issue an unlimited number of Units of one class. Each Unit of a Fund (with the exception of fractional Units) entitles the holder to one vote at all meetings of Unitholders and to participate pro rata with all other issued Units of that Fund in payments made to Unitholders whether by way of interest, dividends or by distribution of capital (other than payments made on redemption and management fee distributions). Upon liquidation of a Fund, each unit of that Fund entitles the holder to receive an equal share of the distribution of the net assets of that Fund remaining after satisfaction of the outstanding liabilities of that Fund. Changes in Rights Your rights as a Unitholder of a Fund are described in more detail in the Declaration of Trust establishing the Funds, a copy of which may be reviewed at the offices of Adroit during business hours. The Declaration of Trust and the other agreements described under Material Contracts can also be viewed on www.sedar.com. The rights, privileges, restrictions and conditions attaching to the Units of a Fund may be modified, amended or varied only with the approval of a majority of votes cast at a meeting of Unitholders called to consider the matter. CWB Core Funds Annual Information Form 3
Matters Requiring Unitholder Approval In addition to their rights to approve any change in the attributes of their Units, Unitholders of each Fund have the right to vote on all matters that require Unitholder approval under NI 81 102 or the Declaration of Trust. These matters include: * a change in the basis of calculation of a fee or expense that is charged to the Fund in a way that could result in increases in charges to the Fund (unless (i) the Fund deals at arm s length with the person who charges such fee or expense; or (ii) can be considered a no load fund in accordance with NI 81 102 (currently both Funds are no load funds). In either case, Unitholders are given 60 days written notice of the change before it becomes effective); * an introduction of a fee or expense that results in an increase in charges to the Fund (unless (i) the Fund deals at arm s length with the person who charges such fee or expense; or (ii) can be considered a no load fund in accordance with NI 81 102 (currently both Funds are no load funds). In either case, Unitholders are given 60 days written notice of the change before it becomes effective); * a change of the manager of the Fund, unless the new manager is an affiliate of Adroit; * a change in the fundamental investment objectives of the Fund; * a decrease in the frequency of the calculation of the Fund s net asset value ( NAV ) per Unit; * a reorganization of a Fund with, or a transfer of its assets to, another mutual fund, if the Fund ceases to continue after the reorganization or transfer of assets, and the transaction results in the Unitholders of the Fund becoming security holders in the other mutual fund; * a reorganization of a Fund with, or the acquisition of assets from, another mutual fund, if the Fund continues after the reorganization or acquisition of assets, and the transaction results in the security holders of the other mutual fund becoming Unitholders in the Fund and the transaction would be a significant change to the Fund; and * the appointment of a successor trustee of the Fund in certain circumstances. The Funds do not hold regular meetings. However, the approval of the Unitholders of a Fund for any of these matters shall be given by a resolution passed by at least a majority of the votes cast at a meeting of the Unitholders of the Fund, duly called and held to consider the matter. In some circumstances, a reorganization transaction affecting a Fund may also require the CWB Core Funds Annual Information Form 4
approval of the securities regulatory authorities of the provinces in which the Funds are distributed. VALUATION OF PORTFOLIO SECURITIES The following principles will be used in valuing the portfolio securities and calculating the NAV of each Fund: * The value of any cash on hand, on deposit or on call loan, prepaid expenses, cash dividends declared on an ex dividend basis and interest accrued and not yet received, shall be deemed to be the face amount thereof, unless RBC IS determines that any such deposit or call loan is not worth the face amount thereof, in which event the value thereof shall be deemed to be such value as RBC IS determines to be the fair value thereof. * The value of any bonds, debentures and other debt obligations shall be valued by taking the average of the bid and ask prices on a Valuation Day (as defined below) at such times as RBC IS, in its discretion, deems appropriate. Short term investments including notes and money market instruments shall be valued at cost plus accrued interest. * The value of any security, index futures or index options thereon which is listed on any recognized exchange shall be determined by the closing sale price on a Valuation Day or, if there is no closing sale price, the average between the closing bid and the closing ask price on the Valuation Day, all as are reported by any report in common use or authorized as official by a recognized stock exchange; provided that if such exchange is not open for trading on that date, then on the last previous date on which such stock exchange was open for trading. * The value of any security or other asset for which a market quotation is not readily available shall be its fair market value as determined by RBC IS. * The value of any security, the resale of which is restricted or limited, shall be the lesser of the value thereof based on reported quotations in common use and that percentage of the market value of securities of the same class, the trading of which is not restricted or limited by reason of any representation, undertaking or agreement or by law, equal to the percentage that a Fund s acquisition 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. CWB Core Funds Annual Information Form 5
* 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 option shall be treated as an unrealized gain or loss on investment. The deferred credit shall be deducted in arriving at the net asset value of a Fund. The securities, if any, which are the subject of a written clearing corporation option, or over the counter option shall be valued at their then current market value. * The value of a futures contract, or a forward contract, shall be the gain or loss with respect thereto that would be realized if, at the closing of the valuation day, the position in the futures contract, or the forward contract, as the case may be, were to be closed out unless daily limits are in effect in which case fair value shall be based on the current market value of the underlying interest. * Margin paid or deposited in respect of futures contracts and forward contracts shall be reflected as an account receivable and margin consisting of assets other than cash shall be noted as held as margin. * All Fund property valued in foreign currency and all liabilities and obligations of a Fund payable by a Fund in foreign currency shall be converted into Canadian funds by applying the rate of exchange obtained from the best available sources to RBC IS, including, but not limited to, RBC IS or any of its affiliates. * All expenses or liabilities of a Fund (including fees payable to Adroit) shall be calculated on an accrual basis. * The value of any security or property to which, in the opinion of RBC IS, the above valuation 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 as RBC IS from time to time provides. CWB Core Funds Annual Information Form 6
CALCULATION OF NET ASSET VALUE The value of a Fund s assets, less its liabilities, is referred to as the net asset value (defined above as the NAV) of that Fund. The NAV of each Fund is the basis for calculating the value of the Fund s Units (called NAV per unit ) as well as the management fee and any management fee distributions payable by the Fund. NAV per unit is determined in Canadian dollars by dividing a Fund s NAV by the number of Units outstanding at that time and adjusting the quotient to the nearest tenth of a percent per Unit. Each date on which NAV per unit of each of the Funds is determined is referred to as a Valuation Day. The NAV per unit, when determined on a Valuation Day, remains in effect until the next Valuation Day. For the purpose of the issuance and redemption of Units and for any distribution to Unitholders, the price, value or amount paid to or distributed by that Fund is in Canadian funds, and for the purpose of all necessary conversions of funds from another currency to Canadian currency, the current rate of exchange as quoted to Adroit as nearly as practicable at the time as of which the NAV is being computed shall be used. Purchases, redemptions and switches of the Units of each of the Funds are determined by forward pricing. That means the purchase price or redemption value is based on the NAV per Unit determined on the next Valuation Day following receipt of a purchase order or redemption order. Unless and until a Fund begins using or investing in derivative instruments, the NAV of each Fund and of the Units of that Fund will be calculated at 4:00 p.m. (Toronto time) on Wednesday of each week, except that for the last week of each month, the calculation will instead be made on the last business day of the month. In addition, if a Wednesday is a holiday, the NAV of each Fund and Units will be calculated on the preceding business day (a business day is a day that the Toronto Stock Exchange is open for business). If a Fund begins using or investing in derivative instruments, calculations will be made daily on each business day. In certain exceptional circumstances, a Fund may suspend redemptions of its Units (see Suspension of Redemptions ). In those circumstances, and for as long as they continue, the determination of the NAV of the Fund and its Units will also be suspended. CWB Core Funds Annual Information Form 7
PURCHASES OF UNITS AND SWITCHES Units of the Funds are offered for sale on a continuous basis to investors resident in the Provinces of British Columbia, Alberta, Saskatchewan and Manitoba through Adroit and CWF as permitted by the Securities Regulations of these provinces. You may not purchase Units of either Fund if you live outside of these provinces. Process of Making Purchases Adroit is the principal distributor of the Units of the Funds. Adroit is responsible for marketing the Units and for the acceptance and processing of purchases, switches and redemptions. Previously, the Funds could be purchased only by Adroit on behalf of accounts fully managed by it for its clients ( Adroit Clients ). Adroit has entered into a distribution agreement with CWF dated as of June 30, 2014 for the distribution of the Funds through CWF as participating distributor to its clients ( CWF Clients ). CWF is the sole participating distributor. It is anticipated that CWF will begin selling the Funds to CWF Clients after May 1, 2015. The purchase price of Units of all Funds is the NAV per Unit established on the next Valuation Day following receipt and acceptance of your purchase order by Adroit. No sales charges are applied to the purchase of Units of the Funds. Adroit Clients must place their order to purchase Units of the Funds directly with Adroit. CWF Clients must place their orders through CWF who will then transmit the order on the day it is received to Adroit for processing. It is the responsibility of CWF to transmit all orders to Adroit in a timely manner and to assume all associated costs. All orders for Units are subject to acceptance or rejection, and Adroit reserves the right to reject any order in whole or in part. The decision to accept or reject any order for Units will be made promptly, and in any event within one business day of receipt of your order by Adroit. If your order for Units is accepted, Adroit will send you a confirmation of your order once it is processed. In the event that your order for Units is rejected, all money received with your order will be returned immediately to you, without interest or deduction. If a cheque for the purchase of Units is not honored, Adroit may reverse the purchase order and hold the unitholder responsible for any costs involved. All orders of Units must be accompanied by payment in full of the amount you wish to invest. Consequently, the number of Units to be issued to you will be determined by dividing your payment by the NAV per Unit established on the next Valuation Day following acceptance of your order. CWB Core Funds Annual Information Form 8
Adroit must receive payment for all purchases within three business days. If the payment and all necessary documents are not received within three business days, Securities Regulations require the Fund to redeem your Units at a price equal to the NAV per Unit established on the next Valuation Day. If the redemption proceeds exceed the purchase price, the Fund will keep the difference. If the redemption proceeds are less than the purchase price, Adroit must pay the shortfall and may collect this amount and any related costs from you. You may invest in one or both of the Funds, provided that your initial investment is at least $25,000 in total and your initial investment in any one Fund is at least $2,500. These minimum investments may be spread across non registered accounts, Tax Deferred Plans or Tax Free Plans. Adroit reserves the right, in its discretion, to accept lower initial investments. All subsequent investments (other than reinvestments of distributions) in each Fund must be at least $1,000. Adroit reserves the right, in its discretion, to accept lower subsequent investments. If you purchase Units of a Fund during a period when the NAV calculation of that Fund is suspended, as described below, you may either withdraw your purchase order prior to the end of the suspension period or receive Units based on the NAV per Unit first calculated following the end of the suspension period. Units of the Funds are sold with no sales charges and no fees payable on redemption, other than early redemption fees at the discretion of Adroit if the Units are redeemed within 90 days of purchase. No certificates will be issued for Units purchased. Tax Deferred Plans Adroit will assist Adroit Clients in establishing a special purpose Tax Deferred Plan to invest in Units of the Funds. The trustee of the Tax Deferred Plans of Adroit is The Royal Trust Company. Adroit and The Royal Trust Company do not charge Adroit Clients for the Tax Deferred Plan services they provide Adroit. Clients establishing a Tax Deferred Plan are charged a yearly administration fee by RBC IS. Currently, the annual administration fee charged by RBC IS totals $40 per plan (plus applicable taxes). CWF Clients who wish to establish such plans should speak to their representative. Employers can arrange for the registration of special purpose retirement savings plans ( Group RRSPs ) under which employers, on behalf of employees, and/or employees on their own behalf can make periodic deposits. The trustees of Group RRSPs are entitled to establish minimum deposit thresholds and to charge fees for their services. If an employee participates as a member of a Group RRSP, the employee should be aware that although the inclusion of the Funds on the list of available investment alternatives for the Group RRSP may have been an employer s decision, the employer generally will not monitor the performance of the Funds on CWB Core Funds Annual Information Form 9
an ongoing basis and will also generally disclaim any responsibility with respect to such performance. Accordingly, the decision as to the purchase of Units of the Funds from the available investment alternatives through the Group RRSP, and the decision as to which Units to retain, may be that of the employee alone. Employees are encouraged to consult the particular dealer, broker or mutual fund specialist through which the Group RRSP investments are made, in order to discuss all available investment alternatives. Employees participating in a Group RRSP may not be required by their employer to have investments made by them or on their behalf through the Group RRSP or to retain investments therein. Such employees may wish to consult their own investment advisors about investment opportunities available to them in addition to those available through the Group RRSP. Tax Free Plans Adroit will assist Adroit Clients in establishing a special purpose Tax Free Plan to invest in Units of the Funds. The trustee of the Tax Free Plans of Adroit is The Royal Trust Company. Adroit and The Royal Trust Company do not charge Adroit Clients for the Tax Free Plan services they provide. Adroit Clients establishing a Tax Free Plan are charged a yearly administration fee by RBC IS, custodian of Adroit s assets. Currently, the annual administration fee charged by RBC IS totals $10 per plan (plus applicable taxes). CWF Clients who wish to establish such plans should speak to their representative. Switches You can transfer all or part of your investment in one Fund to the other Fund by requesting a redemption of the appropriate number of Units (following the procedures set out below in the Redemption of Units section) and directing Adroit to apply not less than $1,000 of the net redemption proceeds to the purchase of Units in the other Fund. Your transfer privilege is also conditional on maintaining the required minimum investment of $2,500 in the Fund from which the transfer is made (see Mandatory Redemption ). You may exercise this transfer privilege no more often than once in each calendar quarter (January through March, April through June, July through September and October through December) without charge. There are no sales charges applicable to such transfers. Permission to transfer from one Fund to another Fund in this manner may be cancelled by Adroit at any time, on 30 days notice to Unitholders. CWB Core Funds Annual Information Form 10
REDEMPTION OF UNITS Procedure You may redeem your Units of a Fund through CWF as your dealer (if purchased through CWF) or directly through Adroit (if you are an Adroit Client and purchased your Units from Adroit). If you are an Adroit Client and wish to redeem your Units, you must deliver a properly completed and signed application for redemption to Adroit, specifying your non registered investment account, Tax Deferred Plan or Tax Free Plan and the number of Units in a Fund held by that account or plan that are to be redeemed. Adroit may require that your signature be guaranteed by a Canadian chartered bank, a trust company or an investment dealer acceptable to Adroit if the redemption amount is significant, if you are directing that the net proceeds be paid to another person, or if required by Adroit s policies. You can contact Adroit to determine applicable requirements and documents. If you purchased your Units through CWF as your dealer and wish to redeem your Units, CWF may, upon receipt of your instructions, deliver an order to redeem Units of the Fund by written request, electronically or by fax. Electronic or fax requests must be followed by original written documentation. It is CWF s responsibility to transmit redemption orders to us in a timely manner and to assume all associated costs. There are no charges payable on the redemption of Units unless you redeem Units within 90 days of the date of purchase. If your request for redemption is received within the 90 day period, Adroit may, in its discretion, charge an early redemption charge of 2% of the NAV per Unit of the Units being redeemed. Redemption orders will be processed in the order in which they are received. The Funds will not process redemption requests specifying a forward date (other than the next Valuation Date) or a specific price. A redemption request will be processed at the NAV per Unit established on the next Valuation Day following receipt of your properly documented redemption request. Where Adroit has received a duly completed application for redemption, the relevant Fund will pay the redemption proceeds (less all taxes required to be withheld and any applicable early redemption charges) by issuing a cheque or initiating a direct deposit within three business days from (but not including) the applicable Valuation Day (the Settlement Date ), provided all necessary documents have been received by Adroit. If all necessary documents are not received by Adroit within ten business days of receiving a redemption request, the Fund will be deemed, in accordance with Securities Regulations, to repurchase the Units on the tenth business day at the NAV per Unit calculated on the next Valuation Day. If the amount of the purchase price of such Units is less than the redemption CWB Core Funds Annual Information Form 11
proceeds, that Fund will retain the excess. If the amount of the purchase price for such Units exceeds the redemption proceeds, Adroit, as principal distributor of the Funds, will initially pay to that Fund the amount of the deficiency. Adroit will be entitled to collect such amount together with the charges and expenses incurred, with interest, from CWF, if CWF placed the redemption request. CWF, in turn, has the right to collect these amounts from the investor. Mandatory Redemption Due to the cost of maintaining small accounts, Adroit reserves the right to redeem your Units if your investment in the Funds falls below a minimum threshold, which is currently $2,000 per Fund and $20,000 in total. If the value of your investment in one Fund falls below $2,000 or if the total value of your investment in both Funds falls below $20,000, Adroit may, upon giving you 30 days written notice, redeem all of your Units in the affected Fund or in both Funds (as applicable) without charge, unless you increase your investment to the required minimum within the 30 day period. Adroit will not exercise this right where your redemption request is made to comply with mandatory withdrawal requirements imposed by income tax legislation for certain Tax Deferred Plans, such as RRIFs. Adroit will only exercise this right based on the total number of Units you hold directly and Units you hold in a Tax Deferred Plan or Tax Free Plan. In the event of the termination of a Fund pursuant to the terms of the Declaration of Trust, all outstanding Units of that Fund must be surrendered for redemption and an early redemption charge may be assessed if the Units so redeemed have been issued and outstanding for less than 90 days. Suspension of Redemptions In accordance with Securities Regulations, a Fund may declare a suspension of its Unitholders rights of redemption and postpone the date of payment of redemption proceeds for the whole or part of any period: (i) during which normal trading is suspended on any stock exchange, options exchange or futures exchange within or outside Canada on which securities are listed and traded, or on which specified derivatives are traded, if those securities or specified derivatives represent more than 50% by value or underlying market exposure of the total assets of the Fund (without allowance for liabilities) and if those securities or specified derivatives are not traded on any other exchange that represents a reasonably practical alternative, or (ii) with the prior consent of the securities regulatory authorities of the provinces in which the Funds are distributed. Any such suspension shall continue until the Fund declares the suspension at an end, except that the suspension shall terminate in any event on the first day on which normal trading shall resume on the relevant exchange (if the suspension was declared under (i)) or following expiration of the period specifically consented to by the securities regulatory authorities in the provinces in which the Funds are distributed (in the case of a suspension under (ii)). During any period of suspension of redemption rights, orders for the purchase of Units will not be accepted. In case of suspension of the right of redemption after Adroit has received your CWB Core Funds Annual Information Form 12
properly completed redemption request, you may either withdraw your application for redemption or receive payment based on the applicable NAV per Unit established on the next Valuation Day following the termination of such suspension. RESPONSIBILITY FOR OPERATIONS Management of the Funds The Manager of the Funds is Adroit Investment Management Ltd., a corporation existing under the laws of Alberta with its head office located at: 1250 10303 Jasper Avenue Edmonton, Alberta T5J 3N6 The telephone number for the Manager is 780.429.3500 and the email address is info@adroitinvestments.ca. The Manager is also the trustee of the Funds (the Trustee ), registrar and transfer agent, principal distributor and portfolio manager of the Funds. RBC IS acts as custodian of the Funds and provides fund accounting and valuation services to the Funds. CWF is currently the sole participating dealer for the Funds. The names and municipalities of residence of the directors and the officers of Adroit and the offices or positions held by each with Adroit are as follows: Name and Municipality of Residence Randell W. Garvey Edmonton, Alberta M. Glen Eastwood Strathmore, Alberta Michael N. Halliwell Edmonton, AB Gail L. Harding, Q.C. Calgary, Alberta Position with Adroit Director Director Director Director and Corporate Secretary Principal Occupation Executive Vice President, Canadian Western Bank Senior Vice President and Regional General Manager, Prairies Canadian Western Bank Senior Vice President and Regional General Manager, Northern Alberta, Canadian Western Bank Senior Vice President, General Counsel and Corporate Secretary, Canadian Western Bank CWB Core Funds Annual Information Form 13
Name and Municipality of Residence Maria K. Holowinsky Edmonton, Alberta Linnea M. McKercher Spruce Grove, Alberta Gregory J. Sprung Vancouver, British Columbia Summer N. Bradko Edmonton, Alberta Malcolm J. Jones Edmonton, Alberta Allen D. Stephen Edmonton, Alberta Position with Adroit Director, President and Chief Executive Officer Director, Vice President and Chief Compliance Officer Director Assistant Corporate Secretary Director and Vice President Director, Vice President and Chief Accountant Principal Occupation President and Chief Executive Officer, Adroit Vice President and Chief Compliance Officer, Adroit Executive Vice President, Banking Canadian Western Bank Assistant Vice President and Senior Legal Counsel, Canadian Western Bank Vice President, Adroit Vice President and Chief Accountant, Canadian Western Bank Each of the directors and officers of Adroit has held his or her present principal occupation for the last five years, except for the following: Mr. Eastwood held the position of Senior Assistant Vice President and Branch Manager from November 2008 to February 2011, and Vice President and Regional Manager from February 2011 until December 2011 when he was appointed Senior Vice President and Regional Manager. Ms. Holowinsky held the position of President and Chief Investment Officer until December 2014, when she was appointed President and Chief Executive Officer. Ms. Holowinsky held the position of Vice President until June 2010, and Executive Vice President until August 2013 when she was appointed President and Chief Investment Officer. Mr. Jones held the position of Portfolio Manager until June 2010 when he was appointed Vice President. Ms. McKercher held the position of Portfolio Manager until June 2010 when she was appointed Vice President and Chief Compliance Officer. Mr. Sprung held the position of Senior Vice President and Regional General Manager of CWB until December 2012 when he was appointed Executive Vice President, Banking. Ms. Bradko joined CWB as Legal Counsel in April 2011; she was promoted to Assistant Vice President and Senior Legal Counsel in May 2014. Prior to joining CWB, she held the position of Legal Counsel at AW Holdings Corp. until October 2009 and acted as a private practice solicitor from October 2009 to April 2011. CWB Core Funds Annual Information Form 14
Mr. Stephen held the position of Vice President and Deputy Chief Accountant until July 2014, when he was appointed Vice President and Chief Accountant. Mr. Stephen held the position of Senior Assistant Vice President, Finance of CWB until May 2013 when he was appointed Vice President and Deputy Chief Accountant. CWB is a Schedule I Canadian Chartered Bank, that offers a full range of business and personal banking services across the four western provinces of Canada. Management and Distribution Agreement The Trustee, on behalf of the Funds, entered into a Management and Distribution Agreement (the Management Agreement ) dated May 4, 2001 with the Manager, as amended on September 1, 2010 to reflect Adroit succeeding Adroit Group as the Funds manager. Pursuant to the Management Agreement, the Funds have retained Adroit (i) to provide or make provision for all general management and administrative services required by the Funds in their day to day operations, (ii) to serve as the Funds Registrar and Transfer Agent, and (iii) to serve as the principal distributor of the Funds, with primary responsibility for marketing the Units of the Funds. The Management Agreement will continue in force until Adroit resigns as manager of a Fund or the Fund removes Adroit as manager. Adroit may resign as manager of a Fund on giving 90 days prior notice, but the resignation will not take effect until a successor manager is appointed. Adroit may be removed as manager of a Fund in the event (i) Adroit becomes bankrupt or insolvent or otherwise becomes incapable of performing its duties as manager, (ii) Adroit is found by a court to have been guilty of bad faith or gross negligence, (iii) Adroit has committed and failed to rectify a material breach of the Management Agreement or is found guilty of bad faith or reckless disregard of its duties, or (iv) Adroit ceases to maintain any registrations required under applicable Securities Regulations to provide its services as manager, in all cases with the approval of two thirds of the votes cast at a meeting of the Unitholders of that Fund duly called to consider the proposed removal and, if approved, to appoint a replacement manager with the approval of a majority of votes cast at that meeting. The Management Agreement requires Adroit (i) to execute its powers and discharge its duties as manager honestly, in good faith and in the best interests of the Funds, and (ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances. Adroit is not entitled to indemnification by the Funds in respect of expenses or liabilities it incurs that arise out of its failure to meet this standard of conduct. Management Fee and Expenses In consideration of the services to be provided by Adroit under the Management Agreement, each Fund pays Adroit a management fee and reimburses Adroit for all expenses incurred by CWB Core Funds Annual Information Form 15
Adroit in connection with the operation, management and administration of the Funds, with the exception of fees payable to Adroit for investment management services. The management fee, net of applicable taxes, is calculated at the rate of 1/12 of 1.0% of the NAV of each Fund per month. The management fee is calculated and accrued weekly on each Valuation Day and is payable monthly in arrears at the end of each month. As described below, in certain circumstances Adroit may agree to reduce its management fee. Any change to the basis of the calculation of the management fee set out above or the expenses chargeable to a Fund that could result in an increase in the management fee or such expenses may be made only with the approval of a majority of the votes cast at a meeting of the Unitholders of that Fund unless the Fund can be described as a no load fund under NI 81 102 (currently, both Funds are considered no load funds) or the person or company charging the expense deals at arm s length with the Fund. In cases where Unitholder approval is not required, Adroit will give the Unitholders of the affected Fund at least 60 days written notice in advance of the change becoming effective. Change in Manager Any change in the manager of a Fund (other than to an affiliate of Adroit) may be made only with the approval of a majority of the votes cast at a meeting of the Unitholders of that Fund called to consider the change and, where applicable, the approval of the securities regulatory authorities of the provinces in which the Funds are distributed in accordance with NI 81 102. Management Fee Reductions and Distributions Adroit reserves the right to offer a reduced management fee to selected investors. The reduced management fee is negotiated between Adroit and the investor and is generally dependent upon the size of the investment in the Fund at the time the investment is made. When a lower management fee is negotiated, Adroit will refund a portion of the management fee charged to the relevant Fund based on the total NAV per Unit of the Units held by that investor, and the Fund will distribute the amount of the fee reduction to the investor (a Management Fee Distribution ). Unless the investor requests otherwise, Management Fee Distributions are reinvested in additional units of the Fund. Management Fee Distributions are calculated and credited weekly on each Valuation Day and are usually paid quarterly, first out of income and capital gains and then out of capital of the Fund. Management Fee Distributions are included in the income of the investor who receives them and are taxed in the same manner as other distributions from the Funds. As of the date of this annual information form, no investor, other than employees of Adroit, is receiving or is anticipated by Adroit to receive a reduced management fee. Management Fee Distributions will not result in adverse tax consequences to a Fund. CWB Core Funds Annual Information Form 16
Portfolio Advisor Adroit provides portfolio management services to each Fund pursuant to an investment management agreement dated May 4, 2001 (the Investment Management Agreement ). Under the Investment Management Agreement, the services to be provided by Adroit, as portfolio advisor to the Funds include providing investment analysis, making investment decisions, and making brokerage arrangements for the purchase and sale of securities comprising a Fund s investment portfolio. Adroit has carried on business as a portfolio manager and investment counsel since 1993. Its traditional focus has been providing investment advisory services to corporations, pension plans, charitable foundations, pension plans, and high net worth individuals through discretionary accounts. As of March 31, 2015, Adroit had approximately $1 billion under management. Investment decisions relating to the Funds are made by designated officers of Adroit and are not subject to oversight, approval or ratification of a committee, other than issues within the mandate of the Independent Review Committee that are required by law to be referred to it by Adroit. Malcolm Jones (Vice President of Adroit) is responsible for managing the portfolio and executing the investment strategies for the CWB Core Fixed Income Fund. Mr. Jones holds both a Masters degree in Business Administration and a Chartered Financial Analyst designation and has 24 years of investment experience. Linnea McKercher (Vice President and Chief Compliance Officer of Adroit) is responsible for managing the Canadian equities component of the CWB Core Equity Fund s portfolio and executing the investment strategies related to that component. Ms. McKercher holds both a Masters degree in Business Administration and a Chartered Financial Analyst designation and has 17 years of investment experience. Maria Holowinsky (President and Chief Executive Officer of Adroit) is responsible for managing the foreign equities component of the CWB Core Equity Fund s portfolio and executing investment strategies related to that component. Ms. Holowinsky, who holds a Chartered Financial Analyst designation, has over 30 years of experience in portfolio management, with an emphasis on Canadian and U.S. equities, including the management of investments for a large pension fund. The Investment Management Agreement will continue in force until Adroit resigns as portfolio advisor or the Manager removes Adroit. Adroit s fees for its services are paid by the Manager and expenses incurred by Adroit in providing its services will be paid by the Manager subject to reimbursement by the relevant Fund. Adroit may resign as portfolio manager on giving 90 days prior notice, but the resignation will not take effect until a successor investment manager is appointed. Adroit may be removed in the event (i) Adroit becomes bankrupt or insolvent or otherwise becomes incapable of performing its duties as investment manager, (ii) Adroit is CWB Core Funds Annual Information Form 17
found by a court to have been guilty of bad faith or gross negligence, (iii) Adroit has committed and failed to rectify a material breach of the Management Agreement or is found guilty of bad faith or reckless disregard of its duties, or (iv) Adroit ceases to maintain any registrations required under applicable Securities Regulations to provide its services. Pursuant to the Investment Management Agreement, Adroit s fees for services are paid monthly in arrears as a percentage of the NAV of the Funds, and are paid out of the management fee received by Adroit in its capacity as Manager of the Funds. Presently the management fee is 1/12 of 1% of the monthly NAV of each Fund. Brokerage Arrangements The Investment Management Agreement provides that Adroit is responsible for selecting brokers and dealers for the execution of each Fund s portfolio transactions and, when applicable, the negotiation of commissions in connection therewith. All decisions and placements are made in accordance with the following principles: * Purchase and sale orders are usually placed with brokers who are selected by Adroit as able to achieve best execution of such orders. Best execution means prompt and reliable execution at the most favourable securities price, taking into account the other provisions set out below. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations, including, without limitation, the overall direct net economic result to a Fund (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future, and the financial strength and stability of the broker. Such considerations are judgmental and are weighed by Adroit in determining the overall reasonableness of brokerage commissions. * In selecting brokers for portfolio transactions, Adroit takes into account its past experience as to brokers qualified to achieve best execution, including brokers who specialize in any foreign securities held by the Fund. * Adroit is authorized to allocate brokerage business to brokers who provide or have provided statistical research and other research related services for the Funds and/or other accounts, if any, for which Adroit exercises investment discretion; and to cause the Fund to pay a commission for effecting a securities transaction that may exceed the amount another broker would have charged for effecting that transaction, if Adroit reasonably determines that such amount of commission is reasonable in relation to the value of the statistical, research or other services provided by such broker, viewed in terms of either that particular transaction or Adroit s overall responsibilities with respect to the Fund and the other accounts, if any, as to which it exercises investment discretion. Research furnished by brokers through whom a Fund effects securities CWB Core Funds Annual Information Form 18
transactions may be used by Adroit for any of its accounts, and not all such research may be used by Adroit for the Funds. * Adroit may however, from time to time, enter into arrangements whereby a portion of broker commissions paid by Adroit is set aside to purchase proprietary research or access to market information from third parties at the direction of Adroit. These services supplement Adroit s internal research efforts. The benefits received by Adroit, purchased with brokerage commissions, are considered soft dollar benefits. At least annually, Adroit reviews each benefit received to ensure that its value exceeds its cost. The consideration of value includes the quality of the research or the market information and whether all clients share in the benefit. The consideration of cost weighs how much Adroit would have to pay to internally replicate the service or purchase a similar service from a third party outside of the brokerage arrangement. As members of the CFA Institute, Adroit s portfolio managers are also guided by the CFA Institute s Soft Dollar Standards which sets out principles to ensure that the best interests of clients are the primary consideration of any soft dollar arrangement. The name of any dealer or third party that provides soft dollar benefits will be provided upon request by contacting the Funds by calling Adroit collect at (780) 429 3500 or by emailing Adroit at info@adroitinvestments.ca. Trustee Adroit Group established the Funds pursuant to a Declaration of Trust dated May 4, 2001, as amended by Amending Agreement dated June 4, 2008 and a Trust Declaration Amendment dated September 1, 2010. Pursuant to the amalgamation of Adroit Group and AIM on September 1, 2010, Adroit is the Trustee of each of the Funds. Information relating to the directors and officers of Adroit is shown above under Management of the Funds. For the fiscal year ended December 31, 2013, no fees were paid to Adroit for acting as Trustee of the Funds. Adroit may resign as Trustee of the Funds by appointing a successor to assume the duties and responsibilities of the Trustee provided that (i) except in the case of a successor which is an affiliate of the Trustee, the prior approval of the Unitholders by a majority of the votes cast on the matter at a duly held meeting of the Unitholders, and (ii) such successor agrees to assume such duties and responsibilities. The Trustee may be removed by the manager at any time on not less than 60 days notice, provided either (i) a successor trustee has been appointed by the manager and, except in the case of a successor who is an affiliate of the Trustee, such appointment has been approved by the Unitholders at a duly held meeting of Unitholders, or (ii) the Funds are terminated. CWB Core Funds Annual Information Form 19