Amendment to General Instruction to National Instrument 81-106 on Investment Fund Continuous Disclosure

AMENDMENT TO THE GENERAL INSTRUCTION RELATING TO NATIONAL INSTRUMENT 81-106 ON INVESTMENT FUND CONTINUOUS DISCLOSURE

1. The General Instruction relating to National Instrument 81-106 on Investment Fund Continuous Disclosure is amended by inserting, after section 8.1, the following:

« 8.2. Notification and Access Procedures

1) In the Instrument and this General Instruction, references to registered holders and beneficial owners concern references to proxy forms or voting instruction forms, as applicable.

Any person soliciting proxies should only resort to notification and access procedures for a given meeting if they have no reason to believe that their use is inappropriate or incompatible with their purpose, considering the following factors:

• the purpose of the meeting;
• the fact that participation rates would be higher if the proxy solicitation circular were sent with other proxy-related documents;
• the fact that, in previous meetings, the use of notification and access procedures resulted in a significant decrease in the participation rate of beneficial owners in voting.

2) Regarding matters submitted to a vote, the notice must provide only a description of each matter or group of related matters indicated in the proxy form or voting instruction form, unless this information is already included in the proxy form or voting instruction form. We expect that persons using notification and access procedures will state these matters in a reasonably clear and understandable manner. For example, it would not be appropriate to refer solely to information provided in the circular by stating "To vote For or Against the resolution stated in Appendix A of the Management Proxy Solicitation Circular."

The explanations of notification and access procedures provided in plain language in the notice may also cover other aspects of the proxy voting process. However, they should not contain a substantive discussion of the matters on the agenda of the meeting.

3) Paragraph h of section 12.2.1 of the Instrument provides for the availability of a toll-free telephone number for registered holders or beneficial owners to request a printed copy of the proxy solicitation circular. Any person soliciting proxies may offer other ways to request this document, but is not required to do so. If they do, they must respect the time limit set out in paragraph i of that section.

4) Section 12.2.2 of the Instrument aims to restrict the intentional collection of information about registered holders or beneficial owners who request printed copies of the proxy solicitation circular or access the other website other than SEDAR.

5) Section 12.2.3 of the Instrument aims to empower registered holders and beneficial owners to easily access documents related to proxies that have been disseminated. For example, it would be difficult to have to navigate through several web pages, even within the same website, to access these documents. On the other hand, providing the URL where the documents are located would facilitate access. We encourage persons soliciting proxies and their service providers to adopt best practices in this regard.

6) We expect that the use of assembly otherwise than for the purpose of complying with the instructions of the registered holder or beneficial owner aims to improve communication, and that it should not be used if it potentially deprives them of their right to vote.

7) Section 12.2.5 of the Instrument allows the use of other transmission methods, including electronic means, to send documents related to proxies if the registered holder or beneficial owner consents.

8) General Instruction 11-201 relating to the electronic transmission of documents (Decision 2011-OSC-0183, 2011-11-17) deals with the sending of documents by electronic means. The indications provided therein, particularly those recommending obtaining the recipient's consent for the electronic transmission of a document, apply to documents sent under the Instrument.

9) The question of whether persons soliciting proxies can do so in accordance with foreign rules on notification and access is not under study.

10) It may happen that an investor holds securities of a category or series in several accounts with the same address. They satisfy the transmission obligations provided by the Instrument by transmitting a single set of documents for the holders. We encourage this practice as a means of reducing communication costs with holders.

11) The expression "notification and access procedures" used in the following provisions of the General Instruction relating to National Instrument 54-101 on Communication with Beneficial Owners of Securities of an Issuer (Decision 2012-OSC-0235) is understood in the sense of the Instrument, with necessary adaptations:

• paragraph 1 of section 3.1;
• paragraph 2 of section 3.4.1;
• section 5.1. ».