107804763 v22 Circular - Hamilton Mergers - 2020 FINAL...HAMILTON GLOBAL BANK ETF HAMILTON GLOBAL...

SPECIAL MEETINGS OF THE SECURITYHOLDERS OF

HAMILTON GLOBAL BANK ETF HAMILTON GLOBAL FINANCIALS YIELD ETF

HAMILTON U.S. MID-CAP FINANCIALS ETF (USD) HAMILTON CANADIAN BANK VARIABLE-WEIGHT ETF

HAMILTON AUSTRALIAN FINANCIALS YIELD ETF

to be held virtually at 10:00 a.m. (Toronto time) on June 17, 2020

NOTICE OF SPECIAL MEETINGS

AND

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF SPECIAL MEETING OF THE SECURITYHOLDERS OF



HAMILTON AUSTRALIAN FINANCIALS YIELD ETF

(each a “Fund” and collectively the “Funds”)

NOTICE IS HEREBY GIVEN that Hamilton Capital Partners Inc. (“Hamilton ETFs” or the “Manager”), the manager of the Funds, will hold virtual special meetings (each a “Special Meeting” and together the “Special Meetings”) of securityholders of each of the Funds on June 17, 2020 at 10:00 a.m. (Toronto time). As more fully described below, each Special Meeting taking place on June 17, 2020 will be adjourned and will resume on June 18, 2020, commencing at 10:00 a.m. (Toronto time) (each a “Reconvened Meeting” and together the “Reconvened Meetings”) solely in order for the results of the Special Meetings to be announced. This notice shall also constitute notice of: (i) a Reconvened Meeting; and (ii) any adjourned Special Meeting (for example, if a Special Meeting is adjourned for lack of quorum or any other reason aside from announcing the results of the Special Meetings). Any such Reconvened Meetings or adjourned Special Meetings will also be held virtually and no separate mailed notice of a Reconvened Meeting or an adjourned meeting will be provided to securityholders in respect thereof.

Owing to coronavirus (COVID-19), it is not advisable to hold the Special Meetings (or a Reconvened Meeting or any adjourned Special Meeting) in person. Therefore, in order to protect the health and safety of investors, our service providers, our employees and the broader community, the Special Meetings (or a Reconvened Meeting or any adjourned Special Meeting) will be held virtually. As voting will not be permitted during the virtual Special Meetings, even for securityholders who plan to attend the Special Meetings virtually, we strongly encourage you to vote by proxy. As set out below, in order to be valid and acted upon, a properly completed form of proxy or your voting instructions, as applicable, must be received by 11:59 p.m. (Toronto time) on June 17, 2020.

In order to accommodate voting by proxy and the deadline for voting noted above, each Special Meeting will be adjourned on June 17, 2020. Our proxy agent will tabulate the votes received as of the proxy deadline and the Special Meetings shall be resumed on June 18, 2020, commencing at 10:00 a.m. (Toronto time), solely in order for the results of the Special Meetings to be announced. No business, aside from announcing the results of the Special Meetings, will take place at the Reconvened Meetings occurring on June 18, 2020.

To summarize the meeting schedule:

Special Meetings (for discussion, details and securityholder questions)

June 17, 2020 at 10:00 a.m. (Toronto time)

Reconvened Meetings (for results only) June 18, 2020 at 10:00 a.m. (Toronto time)

If required, adjourned Special Meeting(s) (for adjournments resulting from a lack of quorum or for any other reason aside from announcing the results)


In order to join the Special Meetings (including a Reconvened Meeting or any adjourned Special Meeting), prior to the start of the Special Meetings (or Reconvened Meeting or adjourned Special Meeting as the case may be), securityholders should access the following website address to register and arrange access to the Special Meetings:

https://us02web.zoom.us/webinar/register/WN_sL0SPNgkTuWSu8m3mBHUGQ

Securityholders who cannot access such website address should call Hamilton ETFs at 437-374-8277 prior to the Special Meetings to register and arrange access to the Special Meetings.

Securityholders will be able to listen to the Special Meetings and to submit questions in real time while the Special Meetings are being held. Securityholders may not, however, vote at a Special Meeting. In order to vote, and in order to be counted, proxies must be submitted in accordance with the cut-off times and instructions noted herein.

Securityholders and duly appointed proxyholders will have an equal opportunity to participate at the Special Meetings virtually as they would at a physical meeting, provided they remain connected to the internet or phone at all times during the Special Meetings. Securityholders will not, however, be able to vote at the virtual Special Meetings. It is securityholders’ responsibility to ensure connectivity for the duration of the Special Meetings. For any questions regarding securityholders’ ability to participate at the Special Meetings, please contact Broadridge Investor Communication Solutions at [email protected].

The Special Meetings will be held for the following purposes:

1. for securityholders of each Fund to approve the merger into the corresponding continuing fund (each a “Continuing Fund” and collectively, the “Continuing Funds”) shown opposite its name as shown in the chart below (each a “Merger” and collectively the “Mergers”), and on the basis as described in the accompanying Management Information Circular (the “Circular”); and

2. to transact such other business as may properly come before the Special Meetings or any adjournment or postponement thereof.

Proposed Mergers

TERMINATING FUND CONTINUING FUND Hamilton Global Bank ETF Hamilton Global Financials ETF

Hamilton Global Financials Yield ETF Hamilton Global Financials ETFHamilton U.S. Mid-Cap Financials ETF (USD) Hamilton U.S. Mid/Small-Cap Financials ETFHamilton Canadian Bank Variable-Weight ETF Hamilton Canadian Bank Mean Reversion Index ETF

Hamilton Australian Financials Yield ETF Hamilton Australian Bank Equal-Weight Index ETF

The Continuing Funds are each new exchange-traded mutual funds managed by the Manager. A final prospectus and ETF facts dated May 11, 2020 in respect of each Continuing Fund were filed and receipted by the applicable securities regulatory authorities.

The Circular provides additional information relating to the Mergers and all matters to be dealt with at the Special Meetings and is deemed to form part of this notice.

You are only entitled to vote at the Special Meeting of a Fund if you were a securityholder of record in the Fund as of the close of business on May 18, 2020 (the “Record Date”). If you are a registered holder of units of a Fund and are entitled to vote, you may exercise your voting rights by:

entering your vote instruction via the internet at www.proxyvote.com or by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French); or

completing, signing and returning the enclosed form of proxy or voting instruction, as applicable, either in the envelope provided to our proxy agent, Broadridge Investor Communication Solutions or by faxing it to 1-905-507-7793.

In order to be valid and acted upon, a properly completed form of proxy or your voting instructions, as applicable, must be received by 11:59 p.m. (Toronto time) on June 17, 2020.

If you are a beneficial holder of units of a Fund, you may exercise your voting rights by returning a form of proxy or voting instruction form to Broadridge Investor Communication Solutions in the manner set out in the Circular. If a Special Meeting to be held on June 17, 2020 is adjourned owing to a lack or quorum or for any other reason (aside from announcing the results of the Special Meetings), it will not take place, nor will any Reconvened Meeting in respect thereof take place on June 18, 2020. In such circumstance, it will be adjourned to 10:00 a.m. (Toronto time) on Friday, June 19, 2020. As noted, no separate notice of an adjourned meeting will be provided to securityholders. In such instance, a properly completed form of proxy or your voting instructions, as applicable, must be received by 11:59 p.m. (Toronto time) on June 19, 2020. A reconvened meeting will subsequently be held on June 22, 2020 in order to announce the results. Hamilton ETFs recommends that you vote IN FAVOUR of the Merger(s) applicable to you. The Independent Review Committee of the Funds (the “IRC”) has reviewed the Mergers and has determined that the Mergers, if implemented, would achieve a fair and reasonable result for each Fund. While the IRC has considered the Mergers, it is not the role of the IRC to recommend that investors of any Fund vote in favour of a Merger. Investors should review the applicable Merger(s) independently and make their own decisions.

Provided the requisite approvals are obtained, including regulatory approvals, the Mergers are anticipated to become effective after the close of business on or about June 26, 2020 (the “Effective Date”). If a Merger does not receive the required securityholder or regulatory approvals, Hamilton ETFs will not proceed with the Merger and units of the applicable Fund will continue to be offered and listed on the Toronto Stock Exchange.

DATED at Toronto, Ontario this 19th day of May, 2020.

By order of the Board of Directors of Hamilton

Capital Partners Inc., per

“Robert Wessel” Robert Wessel

Director and Managing Partner

Securityholders can obtain the most recent prospectus, ETF facts, annual and interim financial statements and annual and interim Management Reports of Fund Performance for a Fund, as applicable, at no cost by calling Hamilton ETFs at 416 941 9888, from their dealer directly, via email at [email protected] or on our website at www.hamiltonetfs.com. These documents and other information about the Funds are also available at www.sedar.com. In addition to this Circular, securityholders of a Fund can obtain the prospectus for the Continuing Funds by calling Hamilton ETFs at 416 941 9888 or on our website at www.hamiltonetfs.com or at sedar.com. Securityholders of a Fund are also being provided with the ETF Facts for their corresponding Continuing Fund.

MANAGEMENT INFORMATION CIRCULAR DATED MAY 19, 2020 FOR SECURITYHOLDERS OF



HAMILTON AUSTRALIAN FINANCIALS YIELD ETF (each a “Fund” and collectively the “Funds”)

This Management Information Circular (the “Circular”) is furnished to securityholders of the Funds (the Funds are also referred to herein as the “Terminating Funds” and each a “Terminating Fund”) in connection with the solicitation of proxies by Hamilton Capital Partners Inc. (“Hamilton ETFs”, the “Manager” or the “Portfolio Adviser”) in its capacity as manager of the Funds, to be used at the special meetings (each a “Special Meeting” and collectively the “Special Meetings”) of securityholders of the Funds (“Securityholders”) to be held on Wednesday, June 17, 2020 at 10:00 a.m. (Toronto time). As more fully described below, each Special Meeting taking place on June 17, 2020 will be adjourned and will resume on June 18, 2020, commencing at 10:00 a.m. (Toronto time) (each a “Reconvened Meeting” and together the “Reconvened Meetings”) solely in order for the results of the Special Meetings to be announced.

This notice shall also constitute notice of: (i) a Reconvened Meeting; and (ii) any adjourned Special Meeting (for example, if a Special Meeting is adjourned for lack of quorum or any other reason aside from announcing the results of the Special Meetings). Any such Reconvened Meetings or adjourned Special Meetings will also be held virtually and no separate mailed notice of a Reconvened Meeting or an adjourned meeting will be provided to securityholders in respect thereof.

Owing to coronavirus (COVID-19), it is not advisable to hold the Special Meetings (or a Reconvened Meeting or any adjourned Special Meeting) in person. Therefore, in order to protect the health and safety of investors, our service providers, our employees and the broader community, the Special Meetings (or a Reconvened Meeting or any adjourned Special Meeting) will be held virtually. As voting will not be permitted during the virtual Special Meetings, even for securityholders who plan to attend the Special Meetings virtually, we strongly encourage you to vote by proxy. As set out below, in order to be valid and acted upon, a properly completed form of proxy or your voting instructions, as applicable, must be received by 11:59 p.m. (Toronto time) on June 17, 2020.








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In order to join the Special Meetings (including a Reconvened Meeting or any adjourned Special Meeting), prior to the start of the Special Meetings (or a Reconvened Meeting or any adjourned Special Meeting as the case may be), securityholders should access the following website address to register and arrange access to the Special Meetings:



Securityholders will be able to listen to the Special Meetings and to submit questions in real time while the Special Meetings are being held. Securityholders may not, however, vote at a Special Meeting. In order to vote, and in order to be counted, proxies must be submitted in accordance with the cut-off times and instructions noted herein.

Securityholders and duly appointed proxyholders will have an equal opportunity to participate at the Special Meetings virtually as they would at a physical meeting, provided they remain connected to the internet or phone at all times during the Special Meetings. Securityholders will not, however, be able to vote at the virtual Special Meetings. It is securityholders’ responsibility to ensure connectivity for the duration of the Special Meetings. For any questions regarding securityholders’ ability to participate at the Special Meetings, please contact Broadridge Investor Communication Solutions at [email protected].

The Manager will bear all costs of the Special Meetings, including the solicitation of proxies for the Special Meetings. We anticipate that the solicitation of proxies will principally be done through the internet and by telephone. However, the directors, officers, employees or agents of Hamilton ETFs may also solicit proxies personally, by telephone or by facsimile transmission.

For each Special Meeting of the Funds, two or more Securityholders present in person or by proxy will constitute a quorum. If a quorum is not achieved at any Special Meeting on June 17, 2020, it will not take place, nor will any reconvened meeting in respect thereof take place on June 18, 2020. In such circumstance, it will be adjourned to 10:00 a.m. (Toronto time) on Friday, June 19, 2020. No separate notice of an adjourned meeting will be provided to Securityholders. The necessary quorum at an adjourned meeting will be any Securityholders then present in person or by proxy. In light of the coronavirus (COVID-19) situation and in order to protect the health and safety of investors, our service providers, our employees and the broader community, any such adjourned meeting will also be held solely by means of electronic communication.

The Manager has engaged Broadridge Investor Communication Solutions as its proxy agent to receive and tabulate proxies of Securityholders of the Funds. Completed proxies of Securityholders of the Funds should be sent to Broadridge Investor Communication Solutions, P.O. Box 3700, STN Industrial Park, Markham, Ontario L3R 9Z9, or by faxing it to 1-905-507-7793. Alternatively, you may enter your vote instruction via the internet at www.proxyvote.com or by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French).

In order to be valid and acted upon, a properly completed form of proxy or your voting instructions, as applicable, must be received by 11:59 p.m. (Toronto time) on June 17, 2020. If a Special Meeting is adjourned or postponed to June 19, 2020 owing to a lack of quorum or for any other reason, a properly completed form of proxy or your voting instructions, as applicable, must be received by 11:59 p.m. on June 19, 2020. A reconvened meeting will subsequently be held on June 22, 2020 in order to announce the results.

Except as otherwise stated, the information contained in this Circular is given as of the date hereof.

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Securityholders can obtain the most recent prospectus, ETF facts, annual and interim financial statements and annual and interim Management Reports of Fund Performance for a Fund, as applicable, at no cost by calling Hamilton ETFs at 416 941 9888, from their dealer directly, via email at [email protected] or on our website at www.hamiltonetfs.com. These documents and other information about the Funds are also available at www.sedar.com. In addition to this Circular, securityholders of a Fund can obtain the prospectus for the Continuing Funds by calling Hamilton ETFs at 416 941 9888 or on our website at www.hamiltonetfs.com or at sedar.com. Securityholders of a Fund are also being provided with the ETF Facts for their corresponding Continuing Fund.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this Circular may constitute “forward-looking statements”. All statements, other than statements of historical fact, included in this Circular that address future activities, events, developments or financial performance, are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “future” or “continue” or the negatives thereof or similar variations. These forward-looking statements are based on certain assumptions and analyses made by the Manager and its management in light of their experiences and their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Securityholders are cautioned not to put undue reliance on such forward-looking statements, which reflect the analysis of management of the Manager only as of the date of this Circular and are not a guarantee of performance. Such forward-looking statements are subject to a number of uncertainties, assumptions and other factors, many of which are outside the control of the Manager that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. The Manager undertakes no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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BUSINESS OF THE SPECIAL MEETING - SUMMARY

Proposed Mergers

TERMINATING FUND CONTINUING FUND Hamilton Global Bank ETF Hamilton Global Financials ETF

Hamilton Global Financials Yield ETF Hamilton Global Financials ETFHamilton U.S. Mid-Cap Financials ETF (USD) Hamilton U.S. Mid/Small-Cap Financials ETFHamilton Canadian Bank Variable-Weight ETF Hamilton Canadian Bank Mean Reversion Index ETF

Hamilton Australian Financials Yield ETF Hamilton Australian Bank Equal-Weight Index ETF

Purpose of the Special Meetings

The purpose of the Special Meetings is to consider and, if advisable:

1. for Securityholders of each Terminating Fund to approve the merger into the corresponding continuing fund (each a “Continuing Fund”) shown opposite its name as shown in the chart above (each a “Merger” and collectively the “Mergers”), and on the basis as described in this Circular; and

2. to transact such other business as may properly come before the Special Meetings or any adjournment or postponement thereof.

The full text of the resolutions relating to the Mergers to be considered at the Special Meetings is set out at Schedule “A” to this Circular (the “Resolutions”). Provided the requisite approvals are obtained, including regulatory approvals, the Mergers are anticipated to become effective after the close of business on or about June 26, 2020 (the “Effective Date”).

The Manager may postpone implementing a Merger until a later date and, notwithstanding the receipt of all required approvals, may elect not to proceed with a Merger for any reason, including if it considers such decision to be in the best interests of the Securityholders or the securityholders of the Continuing Funds.

Continuing Funds - Newly Established

Each Continuing Fund is a new exchange-traded mutual fund managed by the Manager. A final prospectus and ETF facts dated May 11, 2020 in respect of each Continuing Fund were filed and receipted by the applicable securities regulatory authorities. The Manager, on behalf of the Continuing Funds, has also applied to list the units of the Continuing Funds on the Toronto Stock Exchange (“TSX”). The TSX has conditionally approved the listing of the units of the Continuing Funds. Listing is subject to the Continuing Funds fulfilling all of the original listing requirements of the TSX.

BUSINESS OF THE SPECIAL MEETING – DETAILS

General

Pursuant to the requirements of applicable legislation, the Manager is seeking the approval of Securityholders of the Funds to consider and, if deemed advisable, to pass the Resolutions authorizing the Mergers. The full text of the Resolutions relating to the Mergers to be considered at the Special Meetings is set out at Schedule “A” to this Circular.

Provided all requisite approvals are obtained, including regulatory approvals, each Merger is expected to become effective after the close of business on or about the Effective Date. As noted above, the Manager may postpone implementing any Merger until a later date (which shall be no later than December 31, 2020) and, notwithstanding the receipt of all required approvals, may elect not to proceed with any Merger for any reason,

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including if it considers such decision to be in the best interests of the Securityholders of the applicable Fund(s) or the securityholders of the Continuing Funds.

All Mergers will be effected on a taxable basis. The Manager intends to manage and administer each Continuing Fund in a similar manner as its corresponding Terminating Fund. If the Mergers are approved, Securityholders will therefore still hold an investment in an investment fund that has a number of common elements. The management fees of each Continuing Fund will, in all cases, be lower than those of the corresponding Terminating Fund.

Each Continuing Fund is a new exchange-traded mutual fund managed by Hamilton ETFs and securities of each Continuing Fund will be offered under a prospectus and related ETF facts. As also noted above, the Manager, on behalf of the Continuing Funds, has also applied to list the units of the Continuing Funds on the TSX. The TSX has conditionally approved the listing of the units of the Continuing Funds. Listing is subject to the Continuing Funds fulfilling all of the original listing requirements of the TSX.

A comparison of the similarities and material differences between a Fund and its corresponding Continuing Fund are set out under the heading “Comparison of the Terminating Funds with the Continuing Funds” below. The implications of the Mergers, including the tax consequences, are also described herein.

Reasons for the Mergers

The Manager believes that the Mergers are in the best interests of the Securityholders of the Funds for the following reasons:

1. The management fees of each Continuing Fund will be lower than those of the corresponding Terminating Fund. The Mergers therefore have the potential to lower costs for Securityholders.

2. In addition, with certain Mergers the operating costs and expenses of the Continuing Fund will be spread over a greater pool of assets when certain Terminating Funds merge into their Continuing Fund, potentially resulting in a lower management expense ratio for the Continuing Fund than may occur otherwise.

3. Although the investment objectives of a Terminating Fund may not be substantially similar to its corresponding Continuing Fund, Hamilton ETFs submits that each Terminating Fund has a similar investment mandate as its corresponding Continuing Fund. As a result, certain Mergers will contribute towards reducing duplication and redundancy across the Hamilton ETFs fund line-up and may potentially reduce the administrative and regulatory operating costs and expenses associated with the Terminating Funds.

4. Certain Mergers will involve an actively managed Terminating Fund merging into a Continuing Fund which will meet its investment objective by attempting to replicate an index. In such cases, the association with the Continuing Fund’s global index provider, Solactive AG, may provide additional reputational strength to the Continuing Fund and may therefore also lead to an increase in assets; an increase which might not otherwise occur. As well, the associated indices will provide Securityholders with access to additional performance history of the strategy, thereby providing greater transparency of returns.

5. In the case of the Continuing Funds that will be actively managed, the investable universe has been widened, giving each Continuing Fund access to additional investment opportunities, increased liquidity and greater flexibility when making investment decisions.

6. Each Continuing Fund will have an asset base of greater size, potentially allowing for increased portfolio diversification opportunities and a smaller proportion of assets set aside to fund redemptions.

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The ability to improve diversification may lead to increased returns and a reduction of risk, while at the same time creating a higher profile that may attract more investors.

7. With respect to certain Mergers, the applicable Continuing Fund is expected to attract more assets as marketing efforts will be concentrated on a single fund, rather than multiple funds with similar investment mandates. The ability to attract assets to a Continuing Fund will benefit investors by ensuring that the Continuing Fund is a viable, long-term, attractive investment vehicle for existing and potential investors.

Delisting of the Funds

Should the proposed Mergers be approved, units of the Funds will be delisted from the TSX on or prior to the Effective Date (the “De-Listing Date”). The de-listing of the Funds will be subject to the approval of the TSX and will be made in accordance with any conditions of such approvals. Securityholders of the Funds will not be able to trade their units on the TSX after the close of business on the De-Listing Date. However, if the Mergers are approved, Securityholders will receive listed ETF securities of a Continuing Fund (that are listed on the TSX and as specifically described under the heading “Equivalent Classes to be Received from Continuing Funds”, below). Securityholders of a Fund will therefore have the ability to trade such listed ETF securities of their corresponding Continuing Fund on the TSX.

Procedures for the Mergers

Each Merger will involve the taxable merger of a Terminating Fund structured as a trust merging into a Continuing Fund that is also structured as a trust. Each Merger will be structured as follows:

(a) Prior to the Effective Date, if required, the Terminating Fund will sell any securities in its portfolio that do not meet the investment objectives and investment strategies of the Continuing Fund. As a result, the Terminating Fund may temporarily hold cash or money market instruments and may not be fully invested in accordance with its investment objectives for a brief period of time prior to the Merger being effected.

(b) Prior to the Merger, the Terminating Fund will distribute any net income and net realized capital gains for its current taxation year to the extent necessary to eliminate its liability for non-refundable income tax.

(c) The value of the Terminating Fund’s portfolio and other assets will be determined at the close of business on the Effective Date in accordance with the constating documents of the Terminating Fund.

(d) The Continuing Fund will acquire the investment portfolio and other assets of the Terminating Fund in consideration for an amount equal to the net asset value of the portfolio assets and other assets that the Continuing Fund is acquiring from the Terminating Fund (the “Purchase Price”).

(e) The Continuing Fund will satisfy the Purchase Price by issuing to the Terminating Fund that number of units of the Continuing Fund that have an aggregate net asset value equal to the Purchase Price, and the units of the Continuing Fund will be issued at the net asset value per unit of the applicable class as of the close of business on the Effective Date.

(f) Immediately thereafter, all of the units of the Terminating Fund will be redeemed and the redemption price therefor will be paid by delivering the applicable number of units of the Continuing Fund to Securityholders of the Terminating Fund based on the number of such units of the Terminating Fund then held, with each Securityholder of the Terminating Fund

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receiving that number of units of the applicable class of the Continuing Fund (rounded down to the nearest whole unit) as is equal to an exchange ratio (which will be equal to the net asset value per class of units of the Terminating Fund at the close of business on the Effective Date, divided by the net asset value per the equivalent class of units of the Continuing Fund on such date) multiplied by the number of units of the applicable class of the Terminating Fund held by such Securityholder immediately prior to the completion of the Merger.

(g) Following the Merger, the Terminating Fund will be terminated and will cease to exist. As soon as reasonably practicable thereafter, a notice pursuant to section 2.10 of NI 81-106 will be filed on the Terminating Fund’s SEDAR profile.

(h) The trust documentation of each of the Terminating Fund and the Continuing Fund may be amended as is necessary to facilitate the foregoing.

The disposition of units of a Terminating Fund in connection with a Merger will be a taxable disposition for purposes of the Income Tax Act (Canada) (“Tax Act”) and, accordingly, a taxable Securityholder who holds units of a Terminating Fund as capital property will generally realize a capital gain or capital loss in connection with the Merger. See “Canadian Federal Income Tax Considerations of the Mergers”.

Equivalent Classes to be Received from Continuing Funds

If a Merger is approved, Securityholders of a Terminating Fund will receive units of an equivalent class of the applicable Continuing Fund. Each Terminating Fund has only Class E - ETF units outstanding. If a Merger is approved, each Securityholder of a Terminating Fund will receive Class E- ETF units of the applicable Continuing Fund.

Approval of the Mergers

Each Merger is, among other things, conditional upon receipt of approval by the Securityholders and the approval of the securities regulatory authorities and the TSX. Pursuant to applicable legislation and the constating documents of a Fund, approval by or on behalf of Securityholders of record must be given by a majority of the votes cast. Securityholders will be asked to confirm their approval of a Merger by voting in favour of the Resolution set out in Schedule “A” to this Circular. By approving a Merger, Securityholders also will be authorizing any director or officer of the Manager to take all such steps as may be necessary or desirable to give effect to the Merger. The Manager will be authorized, in its discretion, not to proceed with a Merger even if the Securityholders provide their approval for such Merger. As noted above, in addition to Securityholder approval for a Merger, the applicable regulatory authorities must also approve the Mergers. In this regard, the Manager filed an application for approval of the Mergers with the relevant securities regulatory authorities on April 29, 2020. An application has also been made to the TSX to de-list each such Fund in connection with the completion of the Mergers and as described above. The Manager, on behalf of the Continuing Funds, has also applied to list the units of the Continuing Funds on the TSX. The TSX has conditionally approved the listing of the units of the Continuing Funds. Listing is subject to the Continuing Funds fulfilling all of the original listing requirements of the TSX.

As investment funds listed on a stock exchange, retail investors typically do not purchase or redeem Fund units directly from the Manager. Rather, retail investors trade Fund units on the TSX. Should a Merger receive all required approvals, Securityholders of the Funds will be able to trade their units on the TSX up until the close of business on the De-Listing Date.

If you participate in an automatic distribution reinvestment plan in connection with any Terminating Fund(s), this plan will be continued following the Effective Date with the corresponding class of units of the relevant Continuing Fund(s).

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The Funds will not bear any of the costs and expenses associated with the Mergers. Such costs will be borne by the Manager. These costs may include legal and accounting fees, proxy solicitation, printing and mailing costs and regulatory fees.

If a Merger is Not Approved

If a Merger does not receive the required Securityholder or regulatory approvals, Hamilton ETFs will not proceed with the Merger and units of the applicable Fund will continue to be offered and listed on the TSX.

Comparison of the Terminating Funds with the Continuing Funds

The following tables provide a comparison of each Terminating Fund with its corresponding Continuing Fund. Terminating Fund Securityholders are also encouraged to review the ETF Facts for their corresponding Continuing Fund. Such ETF Facts provide a description of the material terms of the Continuing Fund class in which a Terminating Fund Securityholder will become an investor should their Merger be approved.

Merger of Hamilton Global Bank ETF into Hamilton Global Financials ETF

Fund Hamilton Global Bank ETF Hamilton Global Financials ETF

Manager Hamilton Capital Partners Inc. Hamilton Capital Partners Inc.

Fundamental Investment Objective

The fundamental investment objective of the Fund is to seek long-term total returns consisting of long-term capital appreciation and regular dividend income from an actively managed portfolio comprised primarily of equity securities of banks and other deposit-taking institutions located around the globe.

The fundamental investment objective of the Continuing Fund is to seek long-term returns from an actively managed equity portfolio consisting of long-term capital growth and dividend income by investing in financial services companies located around the globe.

Summary of Investment Strategies

The Terminating Fund seeks to achieve its investment objective by investing in a portfolio of equity securities across the global banking sector. By investing worldwide, the Portfolio Adviser aims to take advantage of the most attractive opportunities in global banking, while reducing country-specific and concentration risks. The Fund’s portfolio is generally anticipated to include approximately 40-60 banks and other deposit-taking institutions, from over 10 countries, with a geographic split of roughly 50% U.S./Canada, 25% Europe and 25% other countries. However, the number of positions and percentages by region may vary based on the Portfolio Adviser’s assessment of the most attractive risk/reward opportunities. For certain markets, investments will be made predominantly in American Depository Receipts (“ADRs”). The Fund’s investments may be selected from any country, subsector or capitalization level of the global banking sector. The Portfolio Adviser may, at its discretion, hedge some or all of the Fund’s non-Canadian dollar currency exposure. The Portfolio Adviser’s investment strategies consider both top-down themes as well as bottom-up analysis. Top-down themes may include, but are not limited to, favourable GDP growth, inflation and interest trends, fiscal and monetary policies, and regulatory trends. The Portfolio Adviser’s bottom-up investment process is primarily based on fundamental research, as well as quantitative and technical factors. Investment decisions are ultimately based on an understanding of a company, its business, and its expected outlook, including earnings growth, asset quality,

The Continuing Fund will seek to achieve its investment objective by investing in a portfolio of financial services companies located around the globe, including but not limited to, commercial and investment banks, insurance companies, brokerages, asset managers, exchanges, financial technology companies, real estate investment trusts and other investment companies. By investing globally, the Portfolio Adviser aims to take advantage of the most attractive opportunities in the financial services sector, while managing country, sub-sector and concentration risks. To determine those companies that fit this criteria, the Portfolio Adviser will apply specialized analysis and expertise, reviewing a company’s individual attributes such as its valuation and growth prospects, as well as its macro environment, including, but not limited to, GDP growth, inflation and interest rate trends, fiscal and monetary policies, and regulatory and sector trends. At any time, it is anticipated that the Fund’s portfolio will be made up of between approximately 40 and 65 issuers. Such investments will be diversified by country and by sub-sector. The Fund will primarily invest in equity securities listed on major global exchanges, including ADRs, and may also, from time to time, invest in preferred securities. The Portfolio Adviser may, at its discretion, hedge some or all of the Fund’s non-Canadian dollar currency exposure.

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capital and reserves, as well as business mix and dividend policy. The Portfolio Adviser monitors and reviews the Fund’s investments on an ongoing basis to try to ensure the best relative values are identified.

Fund Structure Exchange-traded open-end mutual fund trust Exchange-traded open-end mutual fund trust

Eligible Registered Plans

Securities are qualified investments for Registered Plans. Securities are expected to be qualified investments for Registered Plans.

Portfolio Adviser Hamilton Capital Partners Inc. Hamilton Capital Partners Inc.

Net Asset Value (April 30, 2020)

$12.2 M N/A (new fund)

Maximum Management Fee

Class E - ETF units: 0.85%


Management Expense Ratio as at Fund year end


Class E - ETF units: N/A

Annual Returns (as at December 31, 2019)

1 year

3 years

5 years

Since Inception Annual Returns

1 year

3 years

5 years

Since Inception

Class E - ETF Units

17.59% 3.27% N/A 9.34% Class E - ETF Units

N/A N/A N/A N/A

Risk Rating Medium Medium

Other Matters - Similarities

The Continuing Fund will have the same policy as the Terminating Fund with respect to other fees payable directly by investors. In addition, each will have the same redemption rights, distribution policies and valuation procedures.

Merger of Hamilton Global Financials Yield ETF into Hamilton Global Financials ETF

Fund Hamilton Global Financials Yield ETF Hamilton Global Financials ETF



The fundamental investment objective of the Fund is to seek long-term returns from an actively managed portfolio consisting of regular dividend and distribution income with modest long-term capital growth by investing in global financial services companies, including but not limited to, commercial and investment banks, insurance companies, brokerages, asset managers, exchanges, real estate investment trusts and other investment companies. The Fund invests primarily in equity and equity related securities of financial companies located around the globe.

The fundamental investment objective of the Continuing Fund is to seek long-term returns from an actively managed equity portfolio consisting of long-term capital growth and dividend income by investing in financial services companies located around the globe.


The Terminating Fund will seek to achieve its investment objective through the selection of financial services companies located around the globe that, in the Portfolio Adviser’s view, have good long-term prospects of increasing dividends and distribution payments. To determine those companies that fit this criteria, the Portfolio Adviser will apply specialized analysis and expertise, reviewing a company’s individual attributes such as its own yield, valuation and growth prospects, as well as its macro environment, including, but not limited to, GDP growth, inflation and interest trends, fiscal and monetary policies, and regulatory trends. At any time, it is anticipated that the Fund’s

The Continuing Fund will seek to achieve its investment objective by investing in a portfolio of financial services companies located around the globe, including but not limited to, commercial and investment banks, insurance companies, brokerages, asset managers, exchanges, financial technology companies, real estate investment trusts and other investment companies. By investing globally, the Portfolio Adviser aims to take advantage of the most attractive opportunities in the financial services sector, while managing country, sub-sector and concentration risks. To determine those companies that fit this criteria, the Portfolio Adviser will apply specialized analysis and expertise, reviewing a company’s individual attributes such as its valuation and growth prospects, as well as its macro environment, including, but not limited to, GDP growth, inflation and

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portfolio will be made up of between approximately 50 and 80 issuers. Such investments will be diversified by country and by sub-sector. The Fund will primarily invest in equity securities listed on major global exchanges, including ADRs, and may also, from time to time, invest in preferred securities. The Portfolio Adviser may, at its discretion, hedge some or all of the ETF’s non-Canadian dollar currency exposure.

interest rate trends, fiscal and monetary policies, and regulatory and sector trends. At any time, it is anticipated that the Fund’s portfolio will be made up of between approximately 40 and 65 issuers. Such investments will be diversified by country and by sub-sector. The Fund will primarily invest in equity securities listed on major global exchanges, including ADRs, and may also, from time to time, invest in preferred securities. The Portfolio Adviser may, at its discretion, hedge some or all of the Fund’s non-Canadian dollar currency exposure.



Securities are qualified investments for Registered Plans.

Securities are expected to be qualified investments for Registered Plans.




Maximum Management Fees







1 year

3 years

5 years


1 year

3 years

5 years

Since Inception

Class E - ETF Units 21.58% N/A N/A 5.86% Class E - ETF Units

N/A N/A N/A N/A

Risk Rating Low-to-Medium Medium



Merger of Hamilton U.S. Mid-Cap Financials ETF (USD) into Hamilton U.S. Mid/Small-Cap Financials ETF

Fund Hamilton U.S. Mid-Cap Financials ETF (USD)

Hamilton U.S. Mid/Small-Cap Financials ETF



The Fund’s investment objective is to seek long-term returns, consisting of long-term capital growth and dividends from an actively managed equity portfolio of, primarily, United States-based mid-cap financial services companies.

The Continuing Fund’s investment objective is to seek long-term returns from an actively managed equity portfolio of, primarily, United States-based small and mid-cap financial services companies.


The Terminating Fund will seek to achieve its investment objective through the selection of equity investments in financial services companies that, in the Portfolio Adviser’s view, represent an attractive investment opportunity, relative to other such companies. In determining which companies to include in the Fund’s portfolio, the Portfolio Adviser will apply specialized analysis and expertise, reviewing a company’s individual attributes such as its valuation and growth prospects, as well as the macro environment, including, but not limited to, GDP growth, inflation and

The Continuing Fund will seek to achieve its investment objective through the selection of equity investments in U.S. financial services companies that, in the Portfolio Adviser’s view, represent an attractive investment opportunity, relative to other such companies. In determining which companies to include in the Continuing Fund’s portfolio, the Portfolio Adviser will apply specialized analysis and expertise, reviewing a company’s individual attributes such as its valuation and growth prospects, as well as the macro environment, including, but not limited to, GDP growth, inflation and interest rate trends, fiscal and monetary policies, and regulatory and sector trends.

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interest rate trends, fiscal and monetary policies, and regulatory trends within its subsector, or geography. The Fund’s portfolio is anticipated to be comprised primarily of mid-cap (i.e., having a market capitalization of between US$500 million and US$20 billion) companies based in the United States. However, the Fund’s investments may be selected from any subsector, country, or capitalization level of the global financial services sector. Specifically, the portfolio may include, but is not limited to, commercial and investment banks, insurance companies, brokerages, asset managers, exchanges, real estate investment trusts and other investment companies. The Fund does not seek to hedge its exposure to the U.S. dollar back to the Canadian dollar.

The Continuing Fund’s portfolio is anticipated to be comprised primarily of mid-cap (i.e., having a market capitalization of between US$2 billion and US$20 billion), and to a lesser extent, small-cap (i.e., having a market capitalization of between US$300 million and US$2 billion) companies based in the United States. However, the Continuing Fund’s investments may be selected from any subsector, country, or capitalization level of the global financial services sector. Specifically, the portfolio may include, but is not limited to, commercial and investment banks, insurance companies, brokerages, asset managers, exchanges, financial technology companies, real estate investment trusts and other investment companies. At any time, it is anticipated that the Continuing Fund’s portfolio will be made up of between approximately 40 and 70 issuers. Such investments will be by sub-sector. The Portfolio Adviser may, at its discretion, hedge some or all of the Continuing Fund’s non-Canadian dollar currency exposure.







US$39.4M N/A (new fund)








1 year

3 years

5 years

Since Inception

Annual Returns

1 year

3 years

5 years

Since Inception

Class E - ETF Units 27.60% N/A N/A 4.15% Class E - ETF Units

N/A N/A N/A N/A

Risk Rating Medium-to-High Medium



Merger of Hamilton Canadian Bank Variable-Weight ETF into Hamilton Canadian Bank Mean Reversion Index ETF

Fund Hamilton Canadian Bank Variable-Weight ETF

Hamilton Canadian Bank Mean Reversion Index ETF



The Fund’s investment objective is to generate long-term returns consisting of long-term capital growth as well as regular dividend income by investing in an equity portfolio of Canadian banks. The Fund will employ a proprietary rules-based portfolio rebalancing methodology in an effort to improve the return potential of the Fund.

The Continuing Fund’s investment objective is to replicate, to the extent reasonably possible and before the deduction of fees and expenses, the performance of a rules-based, variable-weight Canadian bank index. The Continuing Fund currently seeks to replicate the Solactive Canadian Bank Mean Reversion Index (or any successor thereto).

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The Fund will seek to achieve its investment objective by applying a dynamic re-weighting strategy to a portfolio of the six largest Canadian banks. Such Canadian banks to be invested in are: the Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada and The Toronto-Dominion Bank or in the event of a merger, acquisition or other significant corporate action or event of or affecting any such bank, the top six Canadian banks listed on the Toronto Stock Exchange or other recognized exchange in Canada by market capitalization. In determining the portfolio’s composition, the portfolio adviser will apply its own proprietary rules-based re-weighting strategy. This weighting strategy is based on the historical long-term mean-reversion tendencies of the sector. That is, the portfolio adviser has observed that – over short-term periods – if a Canadian bank stock significantly underperforms those of its peers significantly, the likelihood that it outperforms its peers in the following time period is materially higher than the likelihood that it continues to underperform. Conversely, if a Canadian bank outperforms its peers over the same time period, the likelihood that it underperforms in the future is greater than the likelihood of continued outperformance. The Fund will seek to capitalize on these mean-reverting tendencies by overweighting those bank stocks that are expected to positively mean-revert (after a period of underperformance), and underweighting those bank stocks that are expected to negatively mean-revert (after they have outperformed), and rebalancing the portfolio regularly. The rules-based mean-reversion strategy will function as follows. On the last trading day of each calendar month (each an “HCB Rebalance Date”), the Portfolio Adviser will rebalance the Fund’s portfolio such that three Banks are over-weighted and three Banks are under-weighted. For trading efficiency, an HCB Rebalance Date for a particular calendar month may be moved to the second last trading day of a calendar month or the first trading day of the following calendar month. The portfolio composition is determined based on the percent difference between each Bank’s stock price and its 50-day average price. On an HCB Rebalance Date: (i) the three Banks with the lowest percentage difference between their current trading price and their 50-day average price are “over-weighted” at approximately 26.5% each of the Fund’s portfolio; and (ii) the three Banks with the highest percentage difference between their current trading price and their 50-day average price are “under-weighted” at approximately 6.5% each of the Fund’s portfolio. Such portfolio weightings are maintained until the next HCB Rebalance Date, at which point the rebalancing process is repeated. The Fund may also, from time to time, hold cash and cash equivalents or other money market instruments in order to meet its current obligations.

The Continuing Fund will seek to achieve its investment objective by investing in and holding a proportionate share of, or a sampling of the constituent securities of, the Solactive Canadian Bank Mean Reversion Index in order to track such Index’s performance. As an alternative to, or in conjunction with investing in and holding the constituent securities, the Continuing Fund may also invest in other securities to obtain exposure to the constituent securities of the Index in a manner that is consistent with the Continuing Fund’s investment objective. The Continuing Fund may also hold cash and cash equivalents or other money market instruments in order to meet its obligations. The Solactive Canadian Bank Mean Reversion Index includes Canadian exchange listed securities in the diversified bank industry. Constituents are subject to minimum market capitalization and liquidity screens and are rebalanced monthly according to a rules-based re-weighting strategy. The constituent securities are the top six Canadian banks listed on the Toronto Stock Exchange or other recognized exchange in Canada by market capitalization. Currently, the constituents are Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada and The Toronto-Dominion Bank. The re-weighting strategy is based on the historical long-term mean-reversion tendencies of the sector. The Solactive Canadian Bank Mean Reversion Index’s rules-based mean-reversion strategy rebalances the portfolio on the last calendar day of the month (an “HCA Rebalance Date”) based on the percent difference between each Bank’s stock price and its 50-day average price. On an HCA Rebalance Date: (i) the three Banks with the lowest percentage difference between their current trading price and their 50-day average price are “over-weighted” at approximately 26.5% each of the Index; and (ii) the three Banks with the highest percentage difference between their current trading price and their 50-day average price are “under-weighted” at approximately 6.5% each of the Index. Such portfolio weightings are maintained until the next HCA Rebalance Date, at which point the rebalancing process is repeated.

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Annual Returns (as at December 31, 2019

1 year

3 years

5 years


1 year

3 years

5 years

Since Inception

Class E - ETF Units 13.71%

N/A

N/A

-0.97%

Class E - ETF Units

N/A N/A N/A N/A

Risk Rating Medium Medium



Merger of Hamilton Australian Financials Yield ETF into Hamilton Australian Bank Equal-Weight Index ETF

Fund Hamilton Australian Financials Yield ETF Hamilton Australian Bank Equal-Weight Index ETF



The Fund’s investment objective is to seek long-term returns consisting of regular dividend income with modest long-term capital growth from an actively managed equity portfolio comprised primarily of Australia-based financial services companies. These companies would include, but not be limited to, commercial and investment banks, insurance companies, brokerages, asset managers, exchanges, real estate investment trusts and other investment companies.

The Continuing Fund’s investment objective is to replicate, to the extent reasonably possible and before the deduction of fees and expenses, the performance of an equal-weight Australian bank index. The ETF currently seeks to replicate the Solactive Australian Bank Equal-Weight Index (or any successor thereto).


The Fund will seek to achieve its investment objective through the selection of financial services companies located primarily in Australia that, in the Portfolio Adviser’s view, have attractive dividend yields and/or good long-term prospects of increasing dividends and distribution payments. To determine those companies that fit this criteria, the Portfolio Adviser will apply specialized analysis and expertise, reviewing a company’s individual attributes such as its own yield, valuation and growth prospects, as well as its position within the current macro environment (including, but not limited to, how it may be affected by GDP growth, inflation and interest rate trends, fiscal and monetary policies, and regulatory trends). To mitigate downside risk and generate income, the Fund will generally write covered call options on up to 100% of the portfolio securities held by HFA. The level of covered call option writing may vary based on market volatility and other factors. The Fund will primarily invest in equity securities listed

The Continuing Fund will seek to achieve its investment objective by investing in and holding a proportionate share of or a sampling of the constituent securities of the Solactive Australian Bank Equal-Weight Index to seek to track such Index’s performance. As an alternative to, or in conjunction with investing in and holding the constituent securities, the Continuing Fund may also invest in other securities to obtain exposure to the constituent securities of the Index in a manner that is consistent with the Continuing Fund’s investment objective. The Continuing Fund may also hold cash and cash equivalents or other money market instruments in order to meet its obligations. The Solactive Australian Bank Equal-Weight Index includes Australian exchange listed securities in the diversified bank industry. Constituents are subject to minimum market capitalization and liquidity screens and are rebalanced semi-annually (an “HBA Rebalance Date”). Currently, the constituents are Commonwealth Bank of Australia, Australia and New Zealand Banking Group,

- 14 -

in the major Australian exchanges and may also, from time to time, invest in preferred securities. The Portfolio Adviser expects to hedge most of the ETF’s non-Canadian dollar currency exposure, although the actual percentage of the portfolio hedged may vary based on market volatility and other factors.

Westpac Banking Corporation, National Australia Bank and Macquarie Group Inc. Each security in this Index is allocated an equal weight rather than a market capitalization weight.



Securities are qualified investments for Registered Plans. Securities are expected to be qualified investments for Registered Plans.


Sub-Adviser Horizons ETFs Management (Canada) Inc. (solely in respect of the writing of covered-call options)

N/A




Class E - ETF units: 0.65% Class E - ETF units: 0.55%


Class E - ETF units: 0.65% Class E - ETF units: 0.55%


1 year

3 years

5 years


1 year

3 years

5 years

Since Inception

Class E - ETF Units 8.90%

N/A

N/A

9.77%

Class E - ETF Units

N/A N/A N/A N/A

Risk Rating Medium Medium-to-high Distribution Policy

Distributions are made monthly. Such distributions will be paid in cash unless a unitholder is participating in the reinvestment plan.

Distributions are made quarterly. Such distributions will be paid in cash unless a unitholder is participating in the reinvestment plan.


The Continuing Fund will have the same policy as the Terminating Fund with respect to other fees payable directly by investors. In addition, each will have the same redemption rights and valuation procedures.

Implementation of the Mergers

Each Merger is conditional upon receipt of Securityholder approval given by a majority of the votes cast. Should all requisite Securityholder and regulatory approvals be received, each Merger is expected to be effective after the close of business on the Effective Date. The Funds will not bear any of the costs and expenses associated with the Mergers.

VOTING PROCEDURES AND PROXIES

Appointment of Proxies

As a Securityholder in a Fund, you have the right to appoint a person to act on your behalf at the applicable Special Meeting. To do this, you must sign the form of proxy or voting instruction, as applicable, accompanying this Circular and return it by mail in the reply envelope or by facsimile.

The persons named in the form of proxy and voting instruction are officers of Hamilton ETFs. If you wish to appoint, as your proxy, a person, other than the persons specified in the form of proxy or voting instruction, as applicable, you must write that person’s name in the blank space provided for this purpose before you sign and return the form of proxy or voting instruction, as applicable.

- 15 -

You may use the form of proxy or voting instruction, as applicable to specify whether the securities registered in your name shall be voted FOR or AGAINST the applicable Resolutions. On any ballot, your securities will then be voted for or against the Resolutions, in accordance with the instructions you have provided. If you return the form of proxy without specifying how your proxy nominee is required to vote, then your securities will be voted FOR the Resolutions.

The form of proxy or voting instruction, as applicable, confers discretionary authority on the designated individuals relating to amendments to or variations of matters identified in the Notice attached to this Circular and relating to other matters that may properly come before the Special Meeting. As of the date of this Circular, the Manager does not know of any such amendments, variations or other matters to come before the Special Meetings.

Owing to coronavirus (COVID-19), it is not advisable to hold the Special Meetings (or a Reconvened Meeting or any adjourned Special Meeting) in person. Therefore, in order to protect the health and safety of investors, our service providers, our employees and the broader community, the Special Meetings (or a Reconvened Meeting or any adjourned Special Meeting) will be held virtually. As voting will not be permitted during the virtual Special Meetings, we strongly encourage you to vote by proxy. As set out herein, in order to be valid and acted upon, a properly completed form of proxy or your voting instructions, as applicable, must be received by 11:59 p.m. (Toronto time) on June 17, 2020.








In order to join the Special Meetings (including a Reconvened Meeting or any adjourned Special Meeting), prior to the start of the Special Meetings (or a Reconvened Meeting or an adjourned Special Meeting as the case may be), securityholders should access the following website address to register and arrange access to the Special Meetings:



Securityholders will be able to listen to the Special Meetings and to submit questions in real time while the Special Meetings are being held. Securityholders may not, however, vote at a Special Meeting. In order to vote, and in order to be counted, proxies must be submitted in accordance with the cut-off times and instructions noted herein. Absent the ability to vote, Securityholders and duly appointed proxyholders will have an equal opportunity to participate at the Special Meetings virtually as they would at a physical meeting,

- 16 -

provided they remain connected to the internet or phone at all times during the Special Meetings. It is securityholders’ responsibility to ensure connectivity for the duration of the Special Meetings. For any questions regarding securityholders’ ability to participate at the Special Meetings, please contact Broadridge Investor Communication Solutions at [email protected].

Revocability of Proxy

If you have given a proxy for use at a Special Meeting, you may revoke it at any time prior to its use. In addition to revocation in any other manner permitted by law, you or your duly authorized attorney may revoke your proxy by depositing an instrument in writing executed by you or your attorney authorized in writing to Broadridge Investor Communication Solutions, P.O. Box 3700, STN Industrial Park, Markham, Ontario L3R 9Z9, at any time up to 11:59 p.m. on June 17, 2020. If a Special Meeting is adjourned or postponed to June 19, 2020 owing to a lack of quorum or for any other reason (aside from announcing the results of the Special Meetings), the deadline for revoking your applicable proxy will be 11:59 p.m. on June 19, 2020.

Record Date

May 18, 2020 is the record date (the “Record Date”) for the determination of Securityholders entitled to receive notice of the Special Meetings and to vote thereat.

Beneficial Holders

The information set forth in this section is of significant importance to beneficial holders of units of the Funds (“Beneficial Holders”). All of the units of each Fund are held in the book based system in the name of CDS & Co., the nominee of CDS, and not in the name of the Beneficial Holders. Beneficial Holders should note that only proxies deposited by Securityholders whose names appear on the records of the Funds as the registered holders of units can be recognized and acted upon at the Special Meetings. Units held by brokers, dealers or their nominees through CDS & Co. can only be voted upon the instructions of the Beneficial Holder. Without specific instructions, CDS & Co. and brokers, dealers and their nominees are prohibited from voting units for their clients. The Funds do not know for whose benefit the units registered in the name of CDS & Co. are held. Therefore, Beneficial Holders cannot be recognized at the Special Meetings for purposes of voting their units in person or by way of proxy unless they comply with the procedure described below.

Applicable regulatory policy requires brokers, dealers and other intermediaries to seek voting instructions from Beneficial Holders in advance of the Special Meetings. Every intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Holders in order to ensure that their units are voted and counted. Often, the form of proxy supplied to a Beneficial Holder by its intermediary is identical to that provided to registered Securityholders. However, its purpose is limited to instructing the registered Securityholders how to vote on behalf of the Beneficial Holders. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions (“Broadridge”). Broadridge typically prepares a voting instruction form that it mails to the Beneficial Holders and asks Beneficial Holders to complete and return directly to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of units to be represented at the Special Meeting. A Beneficial Holder receiving a voting instruction form cannot use that form to vote units directly. Rather, the voting instruction form must be returned to Broadridge to have the units voted.

Voting instruction forms sent by Broadridge may be completed through the internet at www.proxyvote.com or by telephone or mail.

- 17 -

Voting of Securities and Principal Holders Thereof

Each Fund is authorized to issue an unlimited number of units, as applicable. For each Fund, the number units in each class, as applicable, issued and outstanding as of May 18, 2020 (the “Voting Securities”) is set out in Schedule “B” to this Circular.

To the knowledge of the directors and senior officers of the Manager, other than certain designated brokers or dealers, no person or company (other than CDS & Co., as nominee of CDS) beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the units of any Fund as of May 18, 2020.

Each whole unit of a Fund entitles the Securityholder to one vote in respect of that Fund.

As May 18, 2020, the directors and officers of Hamilton ETFs as a group beneficially owned, directly or indirectly, less than 10% of the securities of each Fund (calculated without regard to class of units).

OTHER INFORMATION

Interest of Hamilton ETFs in the Mergers

Hamilton ETFs provides each Fund with management and administrative services and facilities in return for a management fee. Such management services will continue unless otherwise terminated in accordance with the terms of the applicable material contract under which such services are provided. The management fees paid by the Funds to the Manager during the most recent year-end (the year ended December 31, 2019), were as follows:

Fund Management Fees Paid for most recent year end

Hamilton Global Bank ETF $411,097

Hamilton Global Financials Yield ETF $593,815

Hamilton U.S. Mid-Cap Financials ETF (USD) $624,191

Hamilton Canadian Bank Variable-Weight ETF $68,117

Hamilton Australian Financials Yield ETF $199,425

The name and municipality of residence and present position of each of the directors and executive officers of Hamilton ETFs are as follows:

Name and Municipality of Residence

Principal Occupation with the Manager

ROBERT WESSEL Oakville, Ontario

Director, and Managing Partner, acting Chief Executive Officer and Ultimate Designated Person

JENNIFER MERSEREAU Toronto, Ontario

Director, and Partner

DEREK SMITH Mississauga, Ontario

Managing Director, Chief Financial Officer, acting Corporate Secretary and Chief Compliance Officer

HOWARD ATKINSON Toronto, Ontario

Independent Director

ROBERT BROOKS Toronto, Ontario

Independent Director

Except as disclosed in this Circular, to the knowledge of the directors and officers of Hamilton ETFs, no person who has been a director or officer of Hamilton ETFs at any time since the beginning of Hamilton ETFs’ most recently completed financial year, or any associate or affiliate of those persons, has any interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the Mergers.

- 18 -

Directors and officers of Hamilton ETFs who hold units of a Terminating Fund as of the record date will not vote such units. The units of any Terminating Fund that are held by directors and officers of Hamilton ETFs will also not be used for quorum purposes.

None of the insiders of Hamilton ETFs are paid or otherwise compensated or reimbursed for expenses by the Funds. Other than ownership of securities of the Funds, none of the above individuals was indebted to or had any transaction or arrangement with the Funds during the most recently completed and publicly disclosed financial year of the Funds. Except as described above, no Fund has paid, or is obligated to pay, any remuneration to any director or officer of Hamilton ETFs.

If You Do Not Wish to Participate in the Mergers

If you do not wish to participate in a Merger and you own units of a Fund, then you may vote against the Merger or you may instead dispose of your units on the TSX at any time prior to the close of business on the De-listing Date.

AUDITOR

The auditors of the Funds are KPMG LLP. The office of the auditors is located at 333 Bay Street, Suite 4600, Toronto, Ontario, M5H 2S5.

ADDITIONAL INFORMATION

Additional information relating to the Funds is available on SEDAR at www.sedar.com. Financial information is provided in each Fund’s comparative financial statements and management reports of fund performance for its most recently completed financial year. A Securityholder can contact Hamilton ETFs at 416 941 9888 or by e-mail at [email protected] to request copies of a Fund’s financial statements and management reports of fund performance at no cost. These documents are also available on Hamilton ETFs’ website at www.hamiltonetfs.com or on SEDAR at www.sedar.com.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS OF THE MERGERS

The following is a general summary of the principal Canadian federal income tax considerations relating to the Mergers. This summary is based on the facts set out in this Circular, the current provisions of the Tax Act and the regulations thereunder, all specific proposals to amend the Tax Act and the regulations thereunder that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and the current administrative policies and assessing practices of the Canada Revenue Agency (“CRA”) made publicly available prior to the date hereof. There can be no assurance that the Tax Proposals will be implemented in their current form, or at all.

This summary is not exhaustive of all possible Canadian federal income tax considerations and does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, other than the Tax Proposals. This summary does not address foreign, provincial or territorial income tax considerations, which may differ from the federal considerations. This summary is of a general nature only and is not intended to be, nor should it be treated as, legal or tax advice to any particular holder. Holders should consult their own tax advisors for advice having regard to their specific circumstances. This summary is based on the assumption that none of Continuing Funds will be subject to a “loss restriction event” as is defined in the Tax Act as a result of a Merger.

If approved, each Merger will occur on a taxable basis under the Tax Act.

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Tax Considerations relating to the Mergers

As noted, each of the Mergers are proposed to occur on a taxable basis. This portion of the summary applies to Securityholders of a Terminating Fund and the relevant Continuing Fund who, for purposes of the Tax Act, are resident in Canada, deal at arm’s length with the Terminating Fund and the corresponding Continuing Fund, are not affiliated with the Terminating Fund or Continuing Fund, and hold their securities of the applicable Terminating Fund as capital property. Provided that the relevant Terminating Fund qualifies as a “mutual fund trust” for purposes of the Tax Act, certain Securityholders of such Fund to whom units of such Fund might not otherwise qualify as capital property may be entitled to make the irrevocable election in the circumstances permitted by subsection 39(4) of the Tax Act to deem such units (and all other Canadian securities owned by the Securityholder, including units of a Continuing Fund to be received as a consequence of the Merger) to be capital property. Each Terminating Fund is currently a mutual fund trust for purposes of the Tax Act.

This portion of the summary does not apply to a Securityholder (i) that is a “financial institution” as defined in the Tax Act for purposes of the “mark-to-market” rules, (ii) that is a “specified financial institution” as defined in the Tax Act, (iii) an interest in which would be a “tax shelter investment” as defined in the Tax Act, (iv) that makes the functional currency reporting election in accordance with the provisions of the Tax Act in that regard, or (v) who has entered or will enter into a “derivative forward agreement” as that term is defined in the Tax Act with respect to the securities of a Fund.

Tax Considerations for Securityholders of a Terminating Fund

Upon the disposition by a Securityholder of securities of a Terminating Fund, which will occur on the redemption of securities of the Terminating Fund in exchange for securities of the Continuing Fund, the Securityholder will realize a capital gain (or capital loss) to the extent that the proceeds of disposition thereof exceed (or are less than) the aggregate of the adjusted cost base of the securities of the Terminating Fund to the securityholder immediately before the disposition and any reasonable costs of disposition. The proceeds of disposition realized by a Securityholder upon the disposition of securities of the Terminating Fund will be equal to the aggregate fair market value of the securities of the Continuing Fund received in respect of the disposition of the securities of the Terminating Fund. The cost of such securities of the Continuing Fund acquired by such Securityholder will be equal to the amount of such proceeds of disposition. Based on currently available information, the Manager expects that the majority of Securityholders will recognize a capital loss.

Following the Merger, the normal tax rules that currently apply to Securityholders of a Terminating Fund in respect of their investment in the Terminating Fund will continue to apply in the same manner to the Securityholders in respect of their investment in the Continuing Fund.

Based on available information, each Terminating Fund is expected to realize a net capital loss as a result of the Mergers in the amounts set out in the table below:

TERMINATING FUND APPROXIMATE AMOUNT OF NET CAPITAL LOSS

Hamilton Global Bank ETF ($3,388,232.76)

Hamilton Global Financials Yield ETF ($7,388,868.29)

Hamilton U.S. Mid-Cap Financials ETF (USD) (US$13,298,722.62)

Hamilton Canadian Bank Variable-Weight ETF ($1,183,781.68)

Hamilton Australian Financials Yield ETF ($10,186,965.74)

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Securityholder in a taxation year must be included in computing the income of the Securityholder for that year and one-half of any capital

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loss (an “allowable capital loss”) realized by a Securityholder in a taxation year generally must be deducted from taxable capital gains realized by the Securityholder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against taxable capital gains realized in those years.

In general terms, individuals (and certain trusts) who realize net taxable capital gains in connection with the Merger may be subject to an alternative minimum tax under the Tax Act. An amount in respect of taxable capital gains of a Securityholder that is a Canadian-controlled private corporation, as defined in the Tax Act, may be subject to an additional refundable tax.

Tax Considerations for the Terminating Fund and Continuing Fund

In respect of the disposition of any assets in the portfolio of a Terminating Fund prior to the Merger, such Terminating Fund will generally realize a capital gain (or capital loss) to the extent that the proceeds of disposition in respect of such asset exceed (or are exceeded by) the aggregate of the adjusted cost base of such asset and any reasonable costs of disposition unless the Terminating Fund were considered to be trading or dealing in securities or otherwise carrying on a business of buying and selling securities or the Terminating Fund has acquired the security in a transaction or transactions considered to be an adventure or concern in the nature of trade.

The Manager of the Terminating Funds anticipates that gains, if any, realized by a Terminating Fund on the disposition of the assets in its portfolio prior to or as a consequence of a Merger and any income earned or realized in the current year will be fully offset by the realization of losses, if any, in the current year, the carry-forward of losses from prior years and the deduction of distributions made in the current year. As such, based on information currently available, the Manager anticipates that the Terminating Funds will not be required to make an additional distribution of income to Securityholders prior to the Mergers in order to avoid liability for non-refundable income tax under Part I of the Tax Act for the taxation year in which the Merger occurs.

Any accumulated loss carry-forwards of a Terminating Fund, as well as any losses arising from the disposition of the assets in its portfolio, will remain with the Terminating Fund and will not be available to be deducted against taxable income, including taxable capital gains, of the applicable Continuing Fund that arise after the Merger.

Eligibility for Investment

Units of each of the Terminating Funds are qualified investments for a trust governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account or deferred profit sharing plan, all as defined in the Tax Act, (“Registered Plans”). Provided that units of a Continuing Fund are listed on the TSX, or the Continuing Fund is a mutual fund trust for purposes of the Tax Act, such units will be a qualified investment for Registered Plans.

APPROVAL OF THE INDEPENDENT REVIEW COMMITTEE

National Instrument 81-107 Independent Review Committee for Investment Funds (“NI 81-107”) requires managers of mutual funds, including Hamilton ETFs, to bring “conflict of interest” matters as described in NI 81-107 to the Independent Review Committee for its review and recommendations to the manager or, in certain circumstances, approval of the matter. Each Merger may give rise to a “conflict of interest” matter as described in NI 81-107. However, NI 81-107 recognizes that even though a manager has the potential for a conflict of interest, a proposal to Securityholders may still be fair and reasonable to investors. Further information about the composition and duties of the Independent Review Committee is contained in the Funds’ prospectus.

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In accordance with the provisions of NI 81-107, Hamilton ETFs has referred matters relating to the Mergers to the Independent Review Committee for its review. Hamilton ETFs has provided a variety of information to the Independent Review Committee in connection with its review, including the following: (a) an identification of Hamilton ETFs’ conflict of interest in connection with the Mergers; and (b) a basis for the Independent Review Committee to conclude that each Merger achieves a fair and reasonable result for the Funds.

Based on the foregoing, the Independent Review Committee has advised Hamilton ETFs that, after reasonable inquiry, it concluded that each Merger, if implemented, will achieve a fair and reasonable result for the applicable Funds. While the Independent Review Committee has considered the proposed Mergers from a “conflict of interest” perspective, it is not the role of the Independent Review Committee to recommend that Securityholders vote in favour of the Mergers. Securityholders should review the proposed Mergers, as described herein, and make their own decisions.

RECOMMENDATION OF BOARD OF DIRECTORS

For the reasons set out in this Circular, the board of directors of Hamilton ETFs unanimously recommends that Securityholders vote in favour of the Resolutions set out in the attached Schedule “A” to this Circular.

CERTIFICATE

The contents of this Circular and its distribution have been approved by the board of directors of Hamilton Capital Partners Inc., as the manager of the Funds.

DATED at Toronto, the 19th day of May, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

OF HAMILTON CAPITAL PARTNERS INC., THE MANAGER OF THE FUNDS

By: “Robert Wessel” Robert Wessel Director, and Managing Partner

SCHEDULE “A” RESOLUTIONS

The resolutions for the Mergers are as follows:

RESOLUTION OF THE SECURITYHOLDERS OF EACH TERMINATING FUND

(each a “Terminating Fund”)

WHEREAS it is in the best interests of the Terminating Fund and its securityholders to merge the Terminating Fund into its corresponding continuing fund (each a “Continuing Fund”), as described in the Management Information Circular dated May 19, 2020 (the “Circular”), and to wind-up the Terminating Fund as hereinafter provided (the “Merger”);

BE IT RESOLVED THAT:

1. the Merger, in the manner described in the Circular, including the investment of some or all of the Terminating Fund’s portfolio assets in cash or money market instruments immediately prior to the Merger, be and the same is hereby authorized and approved;

2. Hamilton Capital Partners Inc. (the “Manager”), the manager of the Terminating Fund, be and is hereby authorized to proceed with the Merger in the manner and on the terms described in the Circular;

3. all amendments to any agreements or declaration to which the Terminating Fund or the Manager, on behalf of the Terminating Fund or on its own behalf, is a party that are required to give effect to these resolutions be and are hereby authorized and approved;

4. any one officer or director of the Manager be and is hereby authorized and directed, on behalf of the Terminating Fund, to execute and deliver all such documents and do all such other acts and things as may be necessary or desirable for the implementation of these resolutions; and

5. the Manager be and is hereby authorized to revoke this resolution for any reason whatsoever in its sole and absolute discretion, without further approval of the securityholders of the Terminating Fund, at any time prior to the implementation of the changes described above if it is considered to be in the best interests of the Terminating Fund and its securityholders not to proceed.

SCHEDULE “B”

ISSUED AND OUTSTANDING SECURITIES OF THE FUNDS

As at the close of business on May 18, 2020, the Funds had the following approximate number of issued and outstanding securities.

Fund Class Units Outstanding

Hamilton Global Bank ETF Class E - ETF Units 822,485

Hamilton Global Financials Yield ETF Class E - ETF Units 3,847,959

Hamilton U.S. Mid-Cap Financials ETF (USD) Class E - ETF Units 3,350,094

Hamilton Canadian Bank Variable-Weight ETF Class E - ETF Units 1,025,773

Hamilton Australian Financials Yield ETF Class E - ETF Units 4,449,354

107804763 v22 Circular - Hamilton Mergers - 2020 FINAL...HAMILTON GLOBAL BANK ETF HAMILTON GLOBAL...

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