Canaccord Genuity Investment Funds plc Circular and Notice of Extraordinary General Meeting to shareholders of: CGWM Select Global Diversity Fund B Shares CGWM Select Global Diversity Fund B SGD Hedged Shares CGWM Select Affinity Fund B Shares CGWM Select Global Affinity Fund B Shares CGWM Select Global Affinity Fund B SGD Hedged Shares CGWM Select Opportunity Fund GBP Shares CGWM Select Global Opportunity Fund US Dollar Shares CGWM Select Global Opportunity Fund B SGD Hedged Shares Each a share class (the Share Class or together the Share Classes ) of a sub-fund (the Fund or together the Funds ) of Canaccord Genuity Investment Funds plc (the Company ) 3 September 2015 This document is important and requires your immediate attention. If you are in doubt as to the action you should take you should seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. The directors of the Company (the Directors ) accept responsibility for the information contained in this document as being accurate as at the date of publication. If you have sold or transferred all of your shares in the Company please pass this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible. To us there are no foreign markets.
Canaccord Genuity Investment Funds plc 3 September 2015 Shareholder name Shareholder address Shareholder address Shareholder address Shareholder address Dear Shareholder, We are writing to inform you as a shareholder of the Share Class (or Share Classes) that the Directors have resolved to convene an extraordinary general meeting (the EGM ) of the shareholders of each Share Class to be held on 25 September 2015 at the registered office of the Company at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland at the following times: Share Class CGWM Select Global Diversity Fund B Shares CGWM Select Global Diversity Fund B SGD Hedged Shares CGWM Select Affinity Fund B Shares CGWM Select Global Affinity Fund B Shares CGWM Select Global Affinity Fund B SGD Hedged Shares CGWM Select Opportunity Fund GBP Shares CGWM Select Global Opportunity Fund US Dollar Shares CGWM Select Global Opportunity Fund B SGD Hedged Shares Time of EGM 9.30 a.m. 10.00 a.m. 10.30 a.m. 11.00 a.m. 11.30 a.m. 12.00 noon 1.00 p.m. 1.30 p.m. The purpose of the EGMs is to consider a proposal to vary the rights attaching to the Share Classes. The Directors also propose to change the name of the Share Classes regardless of the outcome of the EGMs. Unless the context otherwise requires and except as varied or otherwise specified, words and expressions used in this circular and not defined in the circular shall have the same meaning as in the prospectus. 1. Proposed Variation to the Rights Attaching to the Share Classes It is proposed that the Share Classes, which are currently distribution shares, shall become accumulation shares. If shareholders vote in favour of the proposals, any income accrued prior to the date of the variation of rights will be paid out to shareholders as a dividend. By way of background, distributing share classes (such as the Share Classes) were originally created in the Company to avail of UK Distributor Status rules, which required each Share Class to distribute its net income regardless of how small an amount that might be. As the investment objective of each Fund is the generation of capital growth, the Share Classes were not designed to pay an income and dividends would have been minimal or zero. The UK Distributor Status regime has since been replaced by the UK Reporting Status regime, which enables Share Classes to benefit from this status by reporting income rather than having to distribute income. This therefore provides the opportunity to reflect the true nature of the Share Classes whose little income will be rolled up within the Share Class and reflected in the price per share, rather than paid out as a dividend. As accumulation share classes, the Directors believe that there will be a greater potential for marketing the Share Classes and thereby growing the Funds. The Directors propose that the Share Classes become accumulation share classes. 25-28 North Wall Quay, IFSC, Dublin 1, Ireland. Tel + 353 1 649 2000 Fax + 353 1649 2649 Registered in Ireland No.367917. Registered office at the above address. An umbrella investment company with segregated liability between sub-funds. Directors: B McDermott (IE), J Renouf (GB-Guernsey), C Wisener-Keating (IE), B Wright (IE) 3
2. Change of Name of the Share Classes The current retail share class naming convention of the Company is that all A shares in the Company are accumulation shares and all B shares in the Company are distribution shares. The Directors have taken the decision to change this naming convention in order to bring the retail share class names in line with current market practice. This change will mean that in future all retail share classes in the Company will be described as A shares, irrespective of their distribution policy. In order to differentiate between the accumulation and distribution shares in the retail share classes, each share class name will include either the word (Accumulation) for accumulation shares or (Distribution) for distribution share classes. In this regard, if the resolution outlined in section 1 above is passed the Directors will change the name of the relevant Share Class, being a retail share class, to A (Accumulation) shares in connection with the variation of rights described above. However, if the resolution is not passed, the Share Class name will change to become A (Distribution) shares. The currency denomination of each Share Class will also be added to the name, where this information is not already present. In addition to the changes identified above, the name of the CGWM Select Global Opportunity Fund US Dollar Shares will be amended by replacing the words US Dollar with the abbreviation USD. This will bring the name of this Share Class in line with the naming convention used for the other Share Classes of the Company. Therefore, if shareholders vote in favour of the resolution outlined in section 1 above the name of the Share Class will change to CGWM Select Global Opportunity Fund USD (Accumulation). If the resolution is not passed, the name will change to CGWM Select Global Opportunity Fund USD (Distribution). No approval is required of shareholders of the Share Classes in respect of this proposed change of name and the new names will become effective on 28 September 2015 (or 5 October 2015 in the event of an adjourned EGM). The Directors will write to shareholders of the Share Classes within 28 days of each EGM (or within 28 days of any adjourned EGM) to confirm the new name for each Share Class. 3. Shareholders Approval The Directors would like to obtain the approval of the shareholders of the Share Classes to the variation of rights proposal set out at section 1 above and accordingly have convened an EGM of the shareholders of each Share Class which will take place at the registered office of the Company at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 September 2015 at the times stated above. A formal notice of each EGM is attached. The attached notice sets out the wording of the resolution to be proposed at each EGM. Each resolution will be proposed as a special resolution, meaning that it cannot be passed unless it receives the support of at least 75% of the total number of votes cast for and against it. If the resolution is passed it will be binding on all shareholders of the Share Class irrespective of how (or whether) they voted. The quorum for each EGM is two shareholders of the Share Class present (in person or by proxy) entitled to vote upon the business to be transacted. If a quorum is not present within half an hour of the time appointed for the EGM, or if during the EGM a quorum ceases to be present, it will be necessary to adjourn the EGM for not less than seven days. In the event of an adjournment, the adjourned EGM will take place on 2 October 2015 at the same time as the original EGM. The quorum at the adjourned EGM shall be those Share Class holders present at the adjourned EGM in person or by proxy. Votes cast at each EGM will be valid for any adjournment of that EGM. 4
4. Timetable for implementation of the proposals The schedule for implementing the changes (together with the steps necessary for implementation) is outlined in the timetable below. Qualification date for Share Class holders 27 August 2015 Dispatch of circular, notice and proxy forms 3 September 2015 Forms of proxy to be returned by 23 September 2015 EGM of shareholders of the Share Classes 25 September 2015 Dispatch of notice of adjourned EGM (if necessary) 25 September 2015 Adjourned EGM of shareholders of the Share Classes (if necessary) 2 October 2015 If the resolution is passed, the proposed variation to the rights attaching to the Share Classes will become effective on 28 September 2015 (or 5 October 2015 in the event of an adjourned EGM). If the resolution is not passed, no variation will be made to the rights attaching to the Share Classes, however, the change of name for each Share Class will proceed as outlined in section 2 above. Shareholders of the Share Classes will be notified of the result of the EGM on the website of the Irish Stock Exchange: http://www.ise.ie/ 5. Proxy Forms A proxy form to enable the shareholders of each Share Class to vote at the EGM is enclosed with this circular. Please read the notes printed on the form which will assist you in completing and returning the form. To be valid, your form of proxy must be received not less than 48 hours before the time appointed for the holding of the EGM or adjourned EGM. You may attend and vote at the EGM even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote. 6. Enquiries Copies of the existing and proposed amended Company documents and Fund documents are available for inspection during normal business hours from the date of this circular up to and including the time of and during, the EGM (and any adjourned EGM) at the registered office of the Company at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland. 7. Conclusion For the reasons outlined above, the Directors are of the opinion that the proposed amendment to the Share Classes described above is in the best interests of all the shareholders of the Share Classes. Accordingly the Directors recommend that you vote in favour of the resolution set out in the relevant EGM notice(s) by either attending in person at the EGM or by appointing a proxy by completing the enclosed proxy form and returning it to 25-28 North Wall Quay, IFSC, Dublin 1, Ireland at any time before the EGM to arrive no later than 48 hours prior to the EGM. The Directors accept responsibility for the information contained in this circular. If you have any queries or require any further clarification on this matter please contact Northern Trust International Fund Administration Services (Ireland) Ltd by telephone +353 1 434 5089 or email cgwmenquries@ntrs.com. Yours faithfully Director Canaccord Genuity Investment Funds plc 5
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Canaccord Genuity Investment Funds plc Notice of Extraordinary General Meeting Of shareholders of the following share classes: CGWM SELECT GLOBAL DIVERSITY FUND B SHARES CGWM SELECT GLOBAL DIVERSITY FUND B SGD HEDGED SHARES CGWM SELECT AFFINITY FUND B SHARES CGWM SELECT GLOBAL AFFINITY FUND B SHARES CGWM SELECT GLOBAL AFFINITY FUND B SGD HEDGED SHARES CGWM SELECT OPPORTUNITY FUND GBP SHARES CGWM SELECT GLOBAL OPPORTUNITY FUND US DOLLAR SHARES CGWM SELECT GLOBAL OPPORTUNITY FUND B SGD HEDGED SHARES Each a share class (the Share Class or together the Share Classes ) of a sub-fund (a Fund or together the Funds ) of Canaccord Genuity Investment Funds plc (the Company ) NOTICE IS HEREBY GIVEN that extraordinary general meetings ( EGMs ) of the shareholders of the Share Classes will be held to consider and, if thought fit, pass the special resolution(s) set out below. The EGMs will be held at the registered office of the Company at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 September 2015 at the following times: Share Class name Time 1. CGWM Select Global Diversity Fund B Shares 9.30 a.m. 2. CGWM Select Global Diversity Fund B SGD Hedged Shares 10.00 a.m. 3. CGWM Select Affinity Fund B Shares 10.30 a.m. 4. CGWM Select Global Affinity Fund B Shares 11.00 a.m. 5. CGWM Select Global Affinity Fund B SGD Hedged Shares 11.30 a.m. 6. CGWM Select Opportunity Fund GBP Shares 12 noon 7. CGWM Select Global Opportunity Fund US Dollar Shares 1.00 p.m. 8. CGWM Select Global Opportunity Fund B SGD Hedged Shares 1.30 p.m. Special Resolution To change the Share Classes from distribution share classes to accumulation share classes. Voting A member entitled to attend and vote may appoint a proxy to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. By Order of the Board Secretary 3 September 2015 25-28 North Wall Quay, IFSC, Dublin 1, Ireland. Tel + 353 1 649 2000 Fax + 353 1649 2649 Registered in Ireland No.367917. Registered office at the above address. An umbrella investment company with segregated liability between sub-funds. Directors: B McDermott (IE), J Renouf (GB-Guernsey), C Wisener-Keating (IE), B Wright (IE) 7
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Tear Here Tear Here Form of Proxy Shareholders of the following share classes: CGWM SELECT GLOBAL DIVERSITY FUND B SHARES Canaccord Genuity Investment Funds plc CGWM SELECT GLOBAL DIVERSITY FUND B SGD HEDGED SHARES CGWM SELECT AFFINITY FUND B SHARES CGWM SELECT GLOBAL AFFINITY FUND B SHARES CGWM SELECT GLOBAL AFFINITY FUND B SGD HEDGED SHARES CGWM SELECT OPPORTUNITY FUND GBP SHARES CGWM SELECT GLOBAL OPPORTUNITY FUND US DOLLAR SHARES CGWM SELECT GLOBAL OPPORTUNITY FUND B SGD SHARES Each a share class (the Share Class or together the Share Classes ) of a sub-fund (a Fund or together Funds ) of Canaccord Genuity Investment Funds plc (the Company ) Shareholder Name: Account Number: I/We, being a shareholder of one or more of the Share Classes, hereby appoint the Chairman of the meeting, or failing him/her an authorised representative of Northern Trust Fund Administration Services (Ireland) Limited, or failing him/her, or failing any of these any Director of the Company (see note 2 below), as my/our* proxy to vote for me/us* on my/our* behalf at an extraordinary general meeting ( EGM ) of the shareholders of the Share Classes to be held at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland at the relevant time below on 25 September 2015 and at any adjournment thereof. Share Class Name 1. CGWM Select Global Diversity Fund B 9.30 a.m. 2. CGWM Select Global Diversity Fund B SGD Hedged 10.00 a.m. 3. CGWM Select Affinity Fund B 10.30 a.m. 4. CGWM Select Global Affinity Fund B 11.00 a.m. 5. CGWM Select Global Affinity Fund B SGD Hedged 11.30 a.m. 6. CGWM Select Opportunity Fund GBP 12.00 a.m. 7. CGWM Select Global Opportunity Fund US Dollar 1.00 p.m. 8. CGWM Select Global Opportunity Fund B SGD Hedged 1.30 p.m. Signature: Date: PLEASE TURN OVER TO INDICATE HOW YOU WISH YOUR VOTE(S) TO BE CAST. UNLESS INSTRUCTED, THE PROXY MAY VOTE OR ABSTAIN FROM VOTING AS HE/SHE THINKS FIT. * Please delete as appropriate Time 9
Please indicate with an X in the space(s) below how you wish your vote(s) to be cast. Unless otherwise instructed, the proxy will vote or abstain from voting as he/she thinks fit. 1. CGWM Select Global Diversity Fund B Shares Special Resolution FOR AGAINST To change the B shares in the CGWM Select Global Diversity Fund from distribution shares to accumulation shares. 2. CGWM Select Global Diversity Fund B SGD Hedged Shares Special Resolution FOR AGAINST To change the B SGD Hedged shares in the CGWM Select Global Diversity Fund from distribution shares to accumulation shares. 3. CGWM Select Affinity Fund B Shares Special Resolution FOR AGAINST To change the B shares in the CGWM Select Affinity Fund from distribution shares to accumulation shares. 4. CGWM Select Global Affinity Fund B Shares Special Resolution FOR AGAINST To change the B shares in the CGWM Select Global Affinity Fund from distribution shares to accumulation shares. 5. CGWM Select Global Affinity Fund B SGD Hedged Shares Special Resolution FOR AGAINST To change the B SGD Hedged shares in the CGWM Select Global Affinity Fund from distribution shares to accumulation shares. 6. CGWM Select Opportunity Fund GBP Shares Special Resolution FOR AGAINST To change the GBP shares in the CGWM Select Opportunity Fund from distribution shares to accumulation shares. 7. CGWM Select Global Opportunity Fund US Dollar Shares Special Resolution FOR AGAINST To change the US Dollar shares in the CGWM Select Global Opportunity Fund from distribution shares to accumulation shares. 8. CGWM Select Global Opportunity Fund B SGD Shares Special Resolution FOR AGAINST To change the B SGD Hedged shares in the CGWM Select Global Opportunity Fund from distribution shares to accumulation shares. Notes: 1. This proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be sent to, or deposited at, the registered offices of Canaccord Genuity Investment Funds plc, 25-28 North Wall Quay, IFSC, Dublin 1, Ireland for the attention of Emma O Sullivan to arrive no later than 48 hours before the EGM or the adjourned EGM (if necessary). The proxy form may be faxed in the first instance to the Company on +353 1649 2649 or emailed to GSLFunds@algoodbody.com but the originals should be forwarded by mail to the address set out earlier in this note. 2. If you wish to appoint as your proxy some person other than the Chairman of the EGM, Northern Trust Fund Administration Services (Ireland) Limited or a Director of the Company, insert in block capitals the full name of the person of your choice. A proxy need not be a shareholder of the Company. 3. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of the resolution, and on any business or resolution considered at the EGM other than the resolution referred to in the notice of the EGM. 4. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of some officer or attorney duly authorised on its behalf. In the case of joint shareholders, any one shareholder may sign. 5. The completion and return of the proxy form will not preclude shareholders from attending and voting at the said EGM should they decide to do so. 10
To us there are no foreign markets.