Canaccord Genuity Investment Funds plc

Circular and Notice of Extraordinary General Meeting to shareholders 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. Notice convening an extraordinary general meeting (“EGM”) of shareholders of the Company 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 2.00pm is set out in Appendix II. Whether or not you propose to attend the meeting you are requested to complete and return the proxy form in accordance with the instructions printed thereon. If you are a registered holder of Shares in the Company, a form of proxy for use in connection with the EGM is enclosed with this document at Appendix III. To be effective, a form of proxy must be received at the registered office of the Company at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland no later than 48 hours before the time appointed for holding the EGM. If you have sold or transferred your Shares, please forward this document and the accompanying proxies to the purchaser, transferee or other agent through whom the sale or transfer was effected.

To us there are no foreign markets.

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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)

Canaccord Genuity Investment Funds plc3 September 2015

Shareholder name

Shareholder address

Shareholder address Shareholder address Shareholder address

Dear Shareholder,

We are writing to inform you that the Directors have resolved to convene an EGM of the shareholders of the Company 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 2.00pm.

The purpose of the EGM is to consider changes to the Memorandum and Articles of Association of the Company (the “M&A”).

The board has undertaken a review of the articles of association (the “Articles”) of Association of the Company (the “Articles”) and it is proposed that a number of revisions be made. These involve (i) clarification of existing provisions regarding segregated liability and schemes, reconstructions and amalgamations, (ii) the inclusion of a new provision regarding the ability of the Company to convert to an Irish Collective Asset-management Vehicle (“ICAV”), (iii) changes to the definition of a “Market”, (iv) changes to the exiting provisions regarding the method of calculating the preliminary charge, the repurchase fee and the exchange fee, (v) the inclusion of a new provision concerning the investment of assets and (vi) various legal and regulatory updates. These changes are described in section 1 below and set out in more detail in Appendix I.

Words and expressions used in this Circular and not defined in the Circular shall have the same meaning as in the Prospectus of the Company (the “Prospectus”).

1. Proposed changes to the Articles

Appendix I contains a full overview of the proposed amendments to the M&A, highlighting the revisions to be incorporated subject to the approval of the shareholders of the Company.

The proposed changes to the M&A are as follows:

1.1. Segregation of liability

The Articles currently contain provisions on segregation of liability. It is proposed to include more detail on this matter making it clear that the liabilities attributable to a particular sub-fund can only be paid out of the assets of that sub-fund.

1.2. Schemes, reconstructions, amalgamations and mergers

The Articles currently facilitate the ability of the Company to enter into schemes of amalgamations, reconstructions and mergers, as they permit the Company to issue shares for non-cash consideration. It is proposed to include more specific language in the Articles in relation to the Company’s ability to enter into schemes of amalgamations, reconstructions and mergers.

1.3. Conversion of the Company to an ICAV

The ICAV is a new legal structure for Irish authorised funds. It has its own legislative regime distinct from companies established under the Irish Companies Acts. It is proposed that the Directors shall have the power to arrange to convert the Company to an ICAV subject to the shareholders of the Company passing the required special resolution. Please note that the current proposals do not envisage converting the Company to an ICAV at this time.

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1.4 Changes to the definition of Market

It is proposed to amend the definition of “Market” in the Appendix to the Articles in order to remove the current list of specific exchanges and markets. A list of the specific exchanges and markets available for investment by the Company is contained in the Prospectus.

1.5 Changes to the preliminary charge, the repurchase fee and the exchange fee

It is proposed to amend the methodology for calculating the preliminary charge that may be imposed on applicants for shares in the Company. Currently, the preliminary charge must be calculated on the basis of the Subscription Price paid for each share. It is proposed to also allow for the preliminary charge to be based on the full amount to be paid to the Company at the time of subscriptions for shares. Full details of the preliminary charge to be applied in relation to the issue of shares will be set out in the Prospectus.

It is also proposed to amend the methodology for calculating the exit charge that may be imposed on Shareholders. Currently, the exit charge must be calculated on the basis of the Repurchase Price paid for each share. It is proposed to also allow for the exit charge to be based on the value of the redemption amount to be paid by the Company at the time of redemption of the shares.

Additionally, it is proposed to amend the methodology for calculating the fee that may be added to the Subscription Price for the shares to be issued on an exchange (or switch) between share classes. Currently, the fee must be calculated on the basis of the Repurchase Price paid for each share. It is proposed to allow for the fee to be based on the full amount to be paid by the Company at the time of redemption of the shares.

1.6 Investments of Assets of the Company

It is proposed to add new wording specifying that, with the exception of permitted investments in unlisted securities or units of an open ended collective investment scheme, the Company shall only invest in securities and derivatives listed markets which meet the relevant regulatory criteria and are listed in the Prospectus.

1.7 Legal and regulatory updates

It is proposed to update all references in the M&A to the “Financial Regulator”, the “2003 UCITS Regulations”, and the “Central Bank Acts” as more particularly described in Appendix I.

2. Shareholders’ Approval

The Directors would like to obtain the approval of the shareholders of the Company to the changes to the M&A as set out at Appendix I and accordingly have convened an EGM of the shareholders of the Company 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 2.00pm. A formal notice of the EGM is attached.

The approval of the proposed amendments to the M&A, highlighted in Appendix I, requires a special resolution to be passed by a 75% majority of the shareholders of the Company, present in person or by proxy, who cast votes at the EGM. If the resolution is passed by the requisite majority, it will be binding on all shareholders of the Company irrespective of how (or whether) they voted. It should be noted that the proposed changes to the M&A are subject to the approval of the Central Bank.

The quorum for the EGM is two shareholders of the Company 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 shareholders of the Company present at the adjourned EGM in person or by proxy.

Votes cast at the EGM will be valid for any adjournment of the EGM.

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3. Details of the EGM

The notice convening the EGM of the shareholders of the Company and setting out of the resolutions to be put before the shareholders of the Company at the EGM is contained in Appendix II.

4. Available Documentation

We enclose with this Circular the following documents relating to the EGM:

• Appendix I, highlighting the proposed amendments to the Articles;• Appendix II, a notice of the EGM; and• Appendix III, a proxy form which allows you to cast your vote by proxy.

Copies of the existing and proposed amended Company 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.

5. Costs

The costs of implementing the changes, as well as the costs of this Circular, making the amendments to the M&A if the resolution is passed, as well as the costs of securing all necessary regulatory and other approvals, will be borne by the Company.

6. Timetable for implementation of the proposals

The schedule for implementing the changes to the M&A (together with the steps necessary for implementation) is outlined in the timetable below.

Qualification date for shareholders of the Company 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 Company 25 September 2015

Dispatch of notice of adjourned EGM (if necessary) 25 September 2015

Adjourned EGM of shareholders of the Company (if necessary) 2 October 2015

If the resolution is passed, the proposed changes to the M&A 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 changes will be made to the M&A.

Shareholders of the Company will be notified of the result of the EGM on the website of the Irish Stock Exchange: http://www.ise.ie/.

7. Proxy Forms

A proxy form to enable the shareholders of the Company to vote at the EGM is enclosed with this circular. Please read the notes printed on the proxy form which will assist you in completing and returning the form. To be valid, your proxy form 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.

8. Conclusion

For the reasons outlined above, the Directors are of the opinion that the proposed changes to the M&A described above is in the best interests of all the shareholders of the Company. Accordingly, the Directors recommend that you vote in favour of the resolution set out in the relevant EGM notice 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.

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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

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Appendix I – Proposed Amendments to the Memorandum and Articles of Association

1. All references in the Memorandum and Articles of Association of the Company to the “European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2003” (S.I. No. 211 of 2003) are to be changed to the “European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011)”.

2. All references in the Articles of Association of the Company to the “Central Bank Acts, 1942 to 1997” are to be changed to the “Central Bank Acts, 1942 to 2013”.

3. All references in the Articles of Association of the Company to the “Financial Regulator” are to be changed to the “Competent Authority”.

4. The provisions of the Articles of Association are to be amended as set out below, with new text shown by double-underlining and deletions shown by striking through the relevant text:

Articles of Association

1. Interpretation

Competent Authority the Central Bank of Ireland or such other or successor authority with responsibility for authorising and supervising the Company;

Financial Regulator The Irish Financial Services Regulatory Authority or such other authority designated as such pursuant to the Regulations

ICAV Irish Collective Asset-management Vehicle formed under the ICAV Act;

ICAV Act Irish Collective Asset-management Vehicles Act, 2015 (No. 2 of 2015), as may be as amended, supplemented, consolidated or otherwise modified from time to time;

104. Schemes, Reconstructions, Amalgamations

104.1. The Directors shall have the power to reconstruct, amalgamate, merge or divide the Company or any Fund on such terms and conditions as set out in a scheme of reconstruction, amalgamation, merger or division approved by the Directors and whether or not such reconstruction or amalgamation involves a merger with or transfer of assets to another entity, whether body corporate or otherwise, subject to the following conditions, namely:

104.1.1. that the reconstruction, amalgamation, merger or division is carried out in accordance with the Competent Authority’s requirements; and

104.1.2. that the Holders of the Company or of the relevant Fund have been provided with particulars of the scheme in the form approved by the Directors and, where required by the Competent Authority, a special resolution of the Holders of the Company or of the relevant Fund, as the case may be, has been passed approving the said scheme.

The relevant scheme of reconstruction, amalgamation, merger or division shall take effect upon such conditions being satisfied or upon such later date as the scheme may provide whereupon the terms of such scheme shall be binding upon on the Holders who shall be bound to give effect thereof and the Directors shall do all such acts and things as may be necessary for the implementation thereof.

104.2. The Directors shall have the power to arrange to convert the Company to an ICAV, subject to:

104.2.1. the approval of the Holders of the Company by way of special resolution; and

104.2.2. complying with all the requirements of the Competent Authority in relation to any such conversion.

105. Segregation of Liability

105.1. Notwithstanding any statutory provision or rule of law to the contrary any liability incurred on behalf of or attributable to any Fund shall be discharged solely out of the assets of that Fund, and no Director, receiver, examiner, liquidator, provisional liquidator or other person shall apply nor be obliged to apply the assets of any such Fund in satisfaction of any liability incurred on behalf of or attributable to any other Fund.

105.2. The assets allocated to a Fund shall be applied solely in respect of the shares of such Fund and no Holder relating to such Fund shall have any claim or right to any asset allocated to any other Fund.

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105.3. Any asset or sum recovered by the Company by any means whatsoever or wheresoever shall, after the deduction or payment of any costs of recovery, be applied to the Fund affected. In the event that assets attributable to a Fund are taken in execution of a liability not attributable to that Fund, and in so far as such assets or compensation in respect thereof cannot otherwise be restored to that Fund, the Directors with the consent of the Custodian, shall certify or cause to be certified, the value of the assets lost to the Fund affected and transfer or pay from the assets of the Fund or Funds to which the liability was attributable, in priority to all other claims against such Fund or Funds, assets or sums sufficient to restore to the Fund affected, the value of the assets or sums lost to it.

105.4. The Company may sue and be sued in respect of a particular Fund and may exercise the same rights of set-off, if any, as between its Funds as apply at law in respect of companies and the property of a Fund is subject to orders of the Irish courts as it would have been if the Fund were a separate legal person.

105.5. In any proceedings brought by any Holder of a particular Fund, any liability of the Company to such Holder in respect of such proceeding shall only be settled out of the assets of the Fund corresponding to such shares without recourse in respect of such liability or any allocation of such liability to any other Fund of the Company.

105.6. Nothing in this Article shall prevent the application of any enactment or rule of law which would require the application of the assets of any Fund in discharge of some or all of the liabilities of any other Fund on the grounds of fraud or misrepresentation and, in particular, by reason of the application of sections 139 and 286 of the Companies Act, 1963.

APPENDIX

PART I - DEFINITIONS

Market means, in relation to any Investment: any stock exchange, over the counter market or other regulated securities market, on which an Investment is listed and/or traded and which is regulated, recognised, open to the public, operating regularly and listed in the Prospectus;

any of the markets and exchanges which are set out below in accordance with the requirements of the Competent Authority which does not issue a list of approved markets and exchanges. With the exception of permitted investments in unlisted securities, the Company will only invest in securities traded on a stock exchange or market which meets with the regulatory criteria (regulated, operates regularly, is recognised and open to the public) and which is listed in the Prospectus. The stock exchanges and/or markets to be listed in the Prospectus will be drawn from the following list:-

(a) any stock exchange which is:

- located in an EEA Member State; or

- located in Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, United States of America; or

(b) any stock exchange included in the following list:-

Albania - Tirana Stock Exchange; Algeria - Algiers Stock Exchange; Argentina - Bolsa de Comercio de Santa Fe, Mercado de Valores de Cordoba, A1, Bolsa

de Comercio de Corboda, Bolsa de Commercio de Mendoza S.A., Mercado de Valores de Mendoza, Buenos Aires Stock Exchange, Bolsa de Comercio Confederada S.A., Mercado Abierto Electronico S.A., Mercado de Valores de Buenos Aires S.A., Mercado a Termino de Buenos Aires S.A., Mercado de Valores del Litoral, Bolsa de Comercio Rosario, Mercado de Valores de Rosario, nueva Bolsa de Comercio de Tucuman S.A. Exchange;

Armenia - Armenian Stock Exchange; Azerbaijan - Baku Stock Exchange, Baku Interbank Currency Exchange; Bahamas - Bahamas International Securities Exchange; Bahrain - Bahrain Stock Exchange; Bangladesh - Chittagong Stock Exchange and Dhaka Stock Exchange; Barbados - Securities Exchange of Barbados; Belarus - Belarus Currency and Stock Exchange; Bermuda - Bermuda Stock Exchange Ltd.

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Bolivia - Mercada La Paz Stock Exchange and Santa Cruz Stock Exchange; Bosnia and Herzegovina - Banja Luka Stock Exchange and Sarajevo Stock Exchange; Botswana - Bolsa Boliviana de Valores S.A; Brazil - Bolsa de Mercadorias E Futuros and Bolsa de Valores de Sao Paulo; Cape Verde - Cape Verde Stock Exchange; Cayman Islands - Cayman Islands Stock Exchange; Channel Islands - Channel Islands Stock Exchange; Chile - La Bolsa Electronica de Chile; Santiago Stock Exchange; China - China Financial Futures Exchange; Shanghai Gold Exchange; China Foreign

Exchange Trade System; Dalian Commodity Exchange; Shanghai Futures Exchange; Shenzhen Stock Exchange; Shanghai Stock Exchange and Zhengzhou Commodity Exchange;

Colombia - Bolsa de Valores de Colombia; Costa Rica - Bolsa Nacional de Valores; Dominican Republic - Bolsa de Valores de la Republica Dominicana SA; Ecuador - Quito Stock Exchange and Guayaquil Stock Exchange; Egypt - Cairo Stock Exchange and Alexandria Stock Exchange; El Salvador - El Salvador Stock Exchange; Fiji - South Pacific Stock Exchange; Ghana - Ghana Stock Exchange; Guatemala - Bolsa de Valores Nacional SA Guatemala; Honduras - Bolsa Centroamericana de Valores SA and Hondurian Stock Exchange; India - Inter-Connected Stock Exchange of India; National Multi- Commodity

Exchange of India; OTC Exchange of India; Bangalore Stock Exchange; Mumbai Stock Exchange, Calcutta Stock Exchange; Delhi Stock Exchange; Multi Commodity Exchange of India; Madras Stock Exchange, National Commodity & Derivatives Exchange Ltd and National Stock Exchange of India;

Indonesia - Jakarta Futures Exchange (Bursa Berjangka Jakarta); Jakarta Stock Exchange; Jakarta Negotiated Board and Surabaya Stock Exchange;

Iran - Tehran Stock Exchange; Iraq - Irak Stock Exchange; Israel - Tel Aviv Stock Exchange; Ivory Coast - Bourse Regionale des Valeurs Mobilieres; Jamaica - Jamaica Stock Exchange; Jordan - Amman Stock Exchange; Kazakstan - Kazakhstan Stock Exchange; Kenya - Nairobi Stock Exchange; Korea - Korea Exchange (Futures Market); Korea Exchange (KOSDAQ) and Korea

Exchange (Stock Market); Kuwait - Kuwait Stock Exchange; Kyrgyzstan - Kyrgyz Stock Exchange; Lebanon - Bourse de Beyrouth; Macedonia - Macedonian Stock Exchange; Malaysia - Bursa Malaysia; Labuan International Financial Exchange;

Malaysia Derivatives Exchange BHD and Ringgit Bond Market; Malawi - Malawi Stock Exchange; Mauritius - Stock Exchange of Mauritius; Mexico - Mercado Mexicano de Derivados and Bolsa Mexicana de Valores (Mexican

Stock Exchange; Maldova - Moldova Stock Exchange; Mongolia - Mongolian Stock Exchange; Morocco - Casablanca Stock Exchange; Mozambique - Maputo Stock Exchange;

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Namibia - Namibian Stock Exchange; Nepal - Nepal Stock Exchange; Nicaragua - Bolsa de Valores de Nicaragua; Nigeria - Nigerian Stock Exchange; Oman - Muscat Securities Market; Pakistan - Islamabad Stock Exchange; Karachi Stock Exchange (Guarantee) Limited

and Lahore Stock Exchange; Papua New Guinea - Port Moresby Stock Exchange; Paraguay - Bolsa de Valores Y Productos de Asuncion S.A.; Palestine - Palestine Securities Exchange; Panama - Bolsa de Valores de Panama S.A.; Peru - Bolsa de Valores de Lima; Philippines - Philippines Stock Exchange; Puerto Rico - San Juan Stock Exchange; Quatar - Doha Stock Exchange; Russia - RTS Stock Exchange, MICEX; Saint Kitts and Nevis - Eastern Caribbean Securities Exchange; Saudi Arabia - Saudi Stock Exchange; Serbia - Belgrade Stock Exchange; Singapore - Joint Asian Derivatives Exchange; Singapore Commodity Exchange;

Singapore Exchange and Singapore Exchange Derivatives Clearing Limited; South Africa - Alternative Exchange; Bond Exchange of South Africa; JSE Securities

Exchange; South African Futures Exchange; South African Futures Exchange – Agricultural Market Division and JSSE Yield-X;

Sri Lanka - Colombo Stock Exchange; Sudan - Khartoum Stock Exchange; Swaziland - Swaziland Stock Exchange; Taiwan - Gretai Securities Market; Taiwan Futures Exchange and Taiwan Stock

Exchange; Tanzania - Dar-es-Salaam Stock Exchange; Thailand - Agricultural Futures Exchange of Thailand; Bond Electronic Exchange;

Thailand Futures Exchange; Stock Exchange of Thailand – Foreign Board and Stock Exchange of Thailand;

Trinidad & Tobago - The Trinidad & Tobago Stock Exchange; Tunisia - Bourse de Tunis; Turkey - Istanbul Gold Exchange; Istanbul Stock Exchange and Turkish Derivatives

Exchange; Uganda - Uganda Securities Exchange; Ukraine - First Securities Trading System – Ukrainian OTC; Donetsk Stock Exchange;

Kharkov Commodity Exchange; Kiev Universal Exchange; Kiev International Stock Exchange; Odessa Commodity Exchange; Pridneprovsk Commodity Exchange; Ukrainian Stock Exchange and Ukrainian Universal Commodity Exchange;

United Arab Emirates - Dubai Gold & commodities Exchange DMCC; Dubai international Financial

Exchange Ltd; Dubai Mercantile Exchange; Abu Dhabi Securities Market and Dubai Financial Market;

Uruguay - Bolsa de Valores de Montevideo; Uzbekistan - Uzbek Commodity Exchange; Uzbekistan Republican Currency Exchange;

Khorezm Interregion Commodity Exchange; Republican Stock Exchange and Universal Broker’s Exchange ‘Tashkent’

Vanuatu - GX Marketcentre; Venezuela - Bolsa de Valores de Caracas; Vietnam - Hanoi Securities Trading Centre; Zambia - Lusaka Stock Exchange; Zimbabwe - Zimbabwe Stock Exchange;

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(c) any of the following over the counter markets:

the market organised by the International Capital Market Association;

The (i) market conducted by banks and other institutions regulated by the Financial Services Authority (FSA) and subject to the Inter-Professional Conduct provisions of the FSA’s Market Conduct Sourcebook and (ii) market in non-investment products which is subject to the guidance contained in the Non Investment Products Code drawn up by the participants in the London market, including the FSA and the Bank of England;

The market in US government securities conducted by primary dealers regulated by the Federal Reserve Bank of New York and the US Securities and Exchange Commission;

The over-the-counter market in the United States conducted by primary and second dealers regulated by the Securities and Exchanges Commission and by the National Association of Securities Dealers (and by banking institutions regulated by the US Comptroller of the Currency, the Federal Reserve System or Federal Deposit Insurance Corporation);

The over-the-counter market in Japan regulated by the Securities

Dealers Association of Japan;

The Over-the-Counter market in Canadian Government Bonds as regulated by the Investment Dealers Association of Canada;

The French market for Titres de Creance Negotiable (over-the-counter market in negotiable debt instruments);

(d) any of the following electronic exchanges:

NASDAQ;

KOSDAQ; [Korea]

SESDAQ; [Singapore]

TAISDAQ/Gretai Market; [Taiwan]

RASDAQ; [Romania]

In relation to any exchange traded financial derivative contract, any exchange or market which is regulated, operates regularly, is recognised and open to the public and which is (i) located in an EEA Member State or (ii) located in Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, or the United States or (iii) the Channel Islands Stock Exchange or (iv) listed at (d) above or (v) any of the following:

Australia - Australian Securities Exchange; Canada - Canada’s New Stock Exchange; - Toronto Stock Exchange; - Bourse de Montreal Channel Islands (Guernsey & Jersey) - Channel Islands Stock Exchange; Hong Kong - Hong Kong Stock Exchange; - Hong Kong Futures Exchange; New Zealand - New Zealand Stock Exchange; Switzerland - SWX Swiss Exchange; United States of America - Boston Stock Exchange; - Chicago Stock Exchange; - The Chicago Board of Trade; - The Chicago Mercantile Exchange; - The Chicago Board Options Exchange

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- National Stock Exchange; - New York Stock Exchange; - New York Mercantile Exchange - New York Board of Trade; - Philadelphia Stock Exchange; - United States Stock Exchange; Japan - Japanese Stock Exchange; - Tokyo International Financial Futures Exchange. - Osaka Securities Exchange; New Zealand - New Zealand Futures and Options Exchange; United Kingdom - EDX London; Singapore - Singapore Commodity Exchange;

APPENDIX

PART II - ISSUE OF SHARES

(ARTICLE 7)

5. Preliminary Charge

The Directors may require any person to whom Shares of any class are to be allotted to pay to the Company or any of its appointees such third parties as it may direct, for its or their absolute use and benefit, a preliminary charge in respect of each sShare to be allotted of such amount as may be determined by the Directors but not exceeding in respect of each sShare an amount equal to 5 per cent of either (i) the full amount paid to the Company, or (ii) the Subscription Price of such sShare. Specific details of the preliminary charge which may be applied to a class of shares shall be set out in the Prospectus. The Directors may on any Dealing Day differentiate between applicants as to the amount of the preliminary charge required to be paid to the Company, or its appointees or such third parties as it may direct, and as to the amount of preliminary charge to be levied on each class of sShare (subject to the maximum aforesaid).

PART V – INVESTMENT OF ASSETS

(ARTICLE 2)

13. Investments of Assets of the Company

13.2 With the exception of permitted investments in unlisted securities or in units of open ended collective investment schemes, the Company and each Fund will only invest in those securities and derivative instruments listed or traded on a Market that meets the regulatory criteria (regulated, operates regularly, is recognised and open to the public) and which is listed in the Prospectus.

PART VII - REPURCHASE OF SHARES

(ARTICLE 9)

20. Repurchase Price of Shares

20.2 The Directors may on any Dealing Day require an applicant to pay to the Company or any of its appointees such third parties as it may direct an exit charge in respect of each Share to be repurchased of not more than 3 per cent of either (i) the value of the redemption amount to be paid by the Company, or (ii) the Repurchase Price of a Share prevailing on that Dealing Day and/or any applicable CDSC. The amount of any such charge may be deducted from the amount to be paid by the Company to the applicant in respect of the Shares to be repurchased. Where an Anti-Dilution Levy has not been deducted in calculating the Repurchase Price pursuant Clause 20.1 above, the Directors in their sole and absolute discretion, may deduct any applicable Anti-Dilution Levy from the Repurchase Price payable in respect of Shares repurchased on any Dealing Day. Any such amount deducted will be retained for the benefit of the relevant Fund.

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PART VIII - FUNDS

(ARTICLE 2)

23. Funds

23.5. The Company currently has seven twelve Funds, namely the Collins Stewart Continental Europe Focus Fund, Collins Stewart US Equity Focus Fund, Collins Stewart CGWM Total Return Bond Fund, Collins Stewart UK Equity Growth Fund, Collins Stewart UK Catalyst Fund, Collins Stewart Emerging Market Debt Fund and Collins Stewart UK Focus CGWM Select Income Fund, CGWM Select Diversity Fund, CGWM Select Global Diversity Fund, CGWM Select Affinity Fund, CGWM Select Global Affinity Fund, CGWM Select Opportunity Fund, CGWM Select Global Opportunity Fund, CGWM REMAP 4 Fund, CGWM REMAP 4(i) Fund, CGWM REMAP 5 Fund, CGWM Bond Fund. Additional Funds may be created with the prior approval of the Financial Regulator Competent Authority. Additional classes of Share may also be created by the Directors and notified to the Financial Regulator Competent Authority.

24. Fund Exchanges

24.6 On any exchange of Shares pursuant to this Clause 24, the Directors may add a fee to the Subscription Price per sShare for the Shares of the New Class to be issued a fee, for payment to the Company or any of its appointees or as any of them may direct such third parties as it may direct, out of the Fund repurchase proceeds payable in relation to the Shares in the First Class, or (ii) relating to the Shares of such class, an amount for each Share not exceeding 5 per cent of the Repurchase Price per sShare of Shares in the First Class to be issued calculated as at the relevant Valuation Point for the Dealing Day on which the exchange is effected.

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Canaccord Genuity Investment Funds plc

Appendix II

NOTICE OF EXTRAORDINARY GENERAL MEETINGTo Shareholders of Canaccord Genuity Investment Funds plc (the “Company”)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of the shareholders of the Company will be held to consider and, if thought fit, pass the special resolutions set out below.

The EGM will be held on 25 September 2015 at the registered office of the Company at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland at 2.00pm.

Special Resolution

1. That all current references in the Memorandum and Articles of Association to the “European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations, 2003 (S.I. No. 211 of 2003)” and the “Central Bank Acts, 1942 to 1997”, be replaced with references to the “European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011)” and “the Central Bank Acts, 1942 to 2013”, respectively; and

2. That the Articles of Association of the Company be amended in accordance with the proposed amendments set out in Appendix I to the Circular to Shareholders dated 3 September 2015 or with such minor amendments thereto as may be required in order to facilitate the requirements of the Central Bank of Ireland.

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 shareholder 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)

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Canaccord Genuity Investment Funds plc

Appendix III

FORM OF PROXYShareholders of Canaccord Genuity Investment Funds plc (the “Company”)

Shareholder Name:

Account Number:

I/We, being a shareholder of the Company, 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 Company 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 2.00pm.

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

Tear

Her

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ar H

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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 thinks fit.

Special Resolution FOR AGAINST

1. That all current references in the Memorandum and Articles of Association to the “European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations, 2003 (S.I. No. 211 of 2003)” and the “Central Bank Acts, 1942 to 1997”, be replaced with references to the “European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011)” and the “Central Bank Acts, 1942 to 2013”, respectively.

2. That the Articles of Association of the Company be amended in accordance with the proposed amendments set out in Appendix I to the Circular to Shareholders dated 3 September 2015 or with such minor amendments thereto as may be required in order to facilitate the requirements of the Central Bank of Ireland.

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 on (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 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 this proxy form will not preclude shareholders from attending and voting at the said EGM should they decide to do so.

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