NOTICE OF SPECIAL MEETING and MANAGEMENT ...Appendix “B” to the accompanying management...

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SPECIAL MEETING OF THE SHAREHOLDERS OF CIX SPLIT CORP. to be held at 10:00 a.m. on Tuesday, December 23, 2008 at CI Investments Inc. 2 Queen Street East, Twentieth Floor Toronto, Ontario M5C 3G7 NOTICE OF SPECIAL MEETING and MANAGEMENT INFORMATION CIRCULAR

Transcript of NOTICE OF SPECIAL MEETING and MANAGEMENT ...Appendix “B” to the accompanying management...

  • SPECIAL MEETING OF THE SHAREHOLDERS OF

    CIX SPLIT CORP.

    to be held at 10:00 a.m. on Tuesday, December 23, 2008

    at CI Investments Inc.

    2 Queen Street East, Twentieth Floor Toronto, Ontario

    M5C 3G7

    NOTICE OF SPECIAL MEETING

    and

    MANAGEMENT INFORMATION CIRCULAR

  • NOTICE OF SPECIAL MEETING OF SHAREHOLDERS of

    CIX SPLIT CORP. (the “Corporation”)

    NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders (“Shareholders”) of Priority Equity Shares and Class A Shares of the Corporation will be held on December 23, 2008, commencing at 10:00 a.m. (Toronto time), at the offices of CI Investments Inc., 2 Queen Street East, Twentieth Floor, Toronto, Ontario M5C 3G7 for the purposes set out below:

    1. to consider and, if thought advisable, to adopt, with or without variation, a special resolution in the form attached as Appendix “A” to the accompanying management information circular authorizing and approving the amendments to the investment objectives of the Priority Equity Shares and the Class A Shares of the Corporation and the investment strategies and restrictions of the Corporation (together, the “Mandate Change”), as more fully described in the accompanying management information circular;

    2. in the event that the Mandate Change is not approved by Shareholders, to consider and, if thought advisable, to adopt, with or without variation, a special resolution in the form attached as Appendix “B” to the accompanying management information circular authorizing and approving the dissolution of the Corporation on or about December 31, 2008 and all transactions and matters ancillary thereto (the “Dissolution”), as more fully described in the accompanying management information circular; and

    3. to transact such other business as may properly come before the Meeting or any adjournments(s) or postponement(s) thereof.

    This Notice is accompanied by a form of proxy and a management information circular which provides particulars of the matters set out in this Notice.

    The independent review committee of the Corporation has reviewed the proposed Mandate Change and concluded that it achieves a fair and reasonable result for the Corporation.

    DATED at Toronto, Ontario the 22nd day of November, 2008.

    BY ORDER OF THE BOARD OF DIRECTORS OF CIX SPLIT CORP. “David R. McBain” Chief Executive Officer

    Shareholders who are unable to attend the Meeting in person can exercise their right to vote by completing, dating and signing the enclosed form of proxy and mailing it to, or depositing it with, Computershare Investor Services Inc. (the “Transfer Agent”). In order to be valid and voted at the Meeting, proxies must be received at least twenty-four (24) hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or any adjournment or postponement thereof, or deposited with the Chair of the Meeting prior to the commencement thereof. At the Meeting, Shareholders are entitled to one vote per Priority Equity Share or Class A Share.

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    MANAGEMENT INFORMATION CIRCULAR IN RESPECT OF THE SPECIAL MEETING OF SHAREHOLDERS OF

    CIX SPLIT CORP.

    INTRODUCTION

    This management information circular (this “Circular”) is furnished in connection with the solicitation of proxies by CIX Split Corp. (the “Corporation”) for use at the special meeting of the shareholders (“Shareholders”) of the Corporation to held at the office of CI Investments Inc. (the “Manager”) at 2 Queen Street East, Twentieth Floor, Toronto, Ontario M5C 3G7 on Tuesday, December 23, 2008 at 10:00 a.m. (Toronto time) and at any adjournment thereof (the “Meeting”) for the purposes set forth in the accompanying notice of the Meeting (the “Notice”).

    At the Meeting, Shareholders will be asked to consider a special resolution (the “Mandate Change Resolution”) authorizing and approving proposed amendments to the investment objectives of the Priority Equity Shares and the Class A Shares (each, a “Share” and collectively, the “Shares”) of the Corporation as well as amendments to the investment strategies and restrictions of the Corporation (together, the “Mandate Change”). In the event that Shareholders do not approve the Mandate Change Resolution, Shareholders will be asked to consider a special resolution (the “Dissolution Resolution”) authorizing and approving the dissolution of the Corporation and all transactions and matters ancillary thereto on or about December 31, 2008 (the “Dissolution”).

    Accordingly, as set out in the Notice, Shareholders are being asked to consider and, if thought advisable, authorize and approve, with or without variation, the Mandate Change Resolution or, in the event the Mandate Change Resolution is not approved, the Dissolution Resolution in the forms attached hereto as Appendices “A” and “B”, respectively.

    NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This Circular includes certain statements that are “forward-looking statements”. All statements, other than statements of historical fact, included in this Circular that address activities, events or developments that the Corporation or the Manager expects or anticipates will or may occur in the future are forward-looking statements, including such things as expected benefits to be derived from the Mandate Change. These forward-looking statements are subject to various risks and uncertainties that could cause actual financial performance and expectations to differ materially from the anticipated performance or other expectations expressed. Factors that could cause results to differ from those anticipated include, among others: uncertainties regarding future performance of the investment portfolio of the Corporation; general economic and stock market conditions; and the risk factors related to the Corporation. The forward-looking statements contained in this Circular in relation to the Corporation constitute the current estimates of the Corporation and the Manager, as of the date of this Circular, with respect to the matters covered hereby. Readers and others should not assume that any forward-looking statement contained in this Circular represents the Corporation’s or the Manager’s estimate as of any date other than the date of this Circular. Readers are cautioned not to place undue reliance on these forward-looking statements.

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    PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

    1. MANDATE CHANGE

    Background to the Mandate Change

    Background to the Corporation

    The Corporation was created in April 2007 with the objective to provide tax-efficient exposure to the total return on trust units (“Trust Units”) of CI Financial Income Fund (“CIX”). In order to fulfill the Corporation’s objectives, the Corporation’s current investment strategies are to invest a portion of the Corporation’s assets directly in Trust Units and to invest the balance of its assets in a portfolio of common shares of Canadian public companies (the “Common Share Portfolio”). The Corporation also has entered into a forward purchase and sale agreement (the “Forward Agreement”) with a Canadian chartered bank (the “Counterparty”). Under the Forward Agreement, the Counterparty has agreed to pay to the Corporation on or about January 31, 2011, as the purchase price for the Common Share Portfolio, an amount calculated by reference to the market value of a Reference Number (as defined below) of Trust Units and the distributions paid on such Trust Units during the term of the Forward Agreement (such aggregate amount being referred to as the “CIX Total Return Value”). The “Reference Number” initially was equal to the number of Trust Units that could have been acquired in the market on or about the effective date of the Forward Agreement for an amount approximately equal to the net asset value of the Corporation excluding the assets of the Corporation invested directly in Trust Units. In this way, the Forward Agreement provides the Corporation with economic exposure to the total return on the Reference Number of Trust Units.

    Background to CIX

    CIX was established as an income trust pursuant to an arrangement effective June 30, 2006 under the Business Corporations Act (Ontario). CIX was initially able to operate under a trust structure which allowed it to continue to execute its stated business strategy while providing its unitholders with regular monthly cash distributions. However, four months after the creation of CIX, the Canadian federal government announced fundamental changes to the taxation of income trusts which severely impacted CIX’s ability to execute on its growth strategy. Due to these unexpected changes and the impact of these changes on the pursuit of CIX’s growth strategy, the board of trustees and management of CIX determined that it was necessary and appropriate to propose a conversion of CIX back to a corporate form. Accordingly, on October 15, 2008, CIX announced that its board of trustees had approved a proposal to convert CIX to a corporate form in order to position CIX to pursue the growth opportunities that are available as a result of the current extraordinary and economic conditions. A special meeting of the holders of Trust Units and special voting units of CIX (the “CIX Special Meeting”) has been called to take place on Friday, December 19, 2008 to consider the conversion of CIX from an income trust structure to a corporate form (the “Arrangement”). If approved, the Arrangement will result in CIX becoming a public corporation that is expected to be named “CI Financial Corp.” (“CI Corp.”).

    Upon the completion of the Arrangement, the former holders of Trust Units will become common shareholders of CI Corp. Accordingly, if the Arrangement is approved at the CIX Special Meeting and the Mandate Change Resolution is approved by Shareholders at the Meeting, all of the Trust Units held by the Corporation will be converted into common shares (“Common Shares”) of CI Corp.

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    Effects of the Arrangement on the Corporation

    At the time of the initial public offering of Shares by the Corporation (the “Offering”), CIX’s distribution policy as an income trust was to pay distributions of $0.18 per Trust Unit to the holders thereof on a monthly basis. Based on the then market prices of Trust Units and CIX’s distribution policy, CIX was expected to generate a gross yield (aggregate annual distributions divided by current market price) of 7.20% per annum which, after paying expenses of the Corporation, was expected to be used by the Corporation to fund the payment of monthly distributions on its Shares. In particular, the Corporation expected to pay, as and when declared by the board of directors of the Corporation, a fixed cumulative preferential monthly distribution of $0.04167 per Priority Equity Share to the holders thereof to yield approximately 5.0% per annum on the original issue price of the Priority Equity Shares. Although no assurance was given, the Corporation also endeavoured to declare and pay regular monthly distributions targeted to be $0.0875 per Class A Share to the holders thereof to yield 7.0% per annum on the original issue price of the Class A Shares.

    If the Arrangement is implemented, the distribution paid by CIX on November 14, 2008 to holders of record of Trust Units on October 31, 2008 will be the last distribution paid to holders of Trust Units. In addition, if the Arrangement is implemented effective January 1, 2009, thereafter CI Corp. will pay dividends to its shareholders rather than distribute income in the manner of CIX. It is anticipated that the dividend policy for CI Corp. initially will be to pay dividends at the rate (the “Dividend Rate”) of $0.12 per Common Share per quarter ($0.48 per annum), with the first post-Arrangement dividend to be declared in respect of the quarter ending March 31, 2009, and that an additional one-time dividend of $0.04 per Common Share will be declared in respect of the quarter ending March 31, 2009.

    Due to the changes described above, it is anticipated that the Arrangement will result in the Corporation receiving less frequent dividends from CI Corp. than the monthly distributions the Corporation has been receiving from CIX. As well, under the anticipated dividend policy of CI Corp., the aggregate amount of dividends to be paid by CI Corp. on an annual basis will be less than the aggregate amount of distributions currently paid by CIX on an annual basis. As a result, the Corporation expects that the amount of dividends it will receive from CI Corp. on an annual basis, including returns under the Forward Agreement, will be slightly less than the amount required to continue funding monthly distributions on the Priority Equity Shares at their current rate after payment of the annual expenses of the Corporation.

    The actual results of the Corporation will vary based on (a) the actual Dividend Rate in effect throughout the period (the “Remaining Investment Period”) from January 1, 2009 (the anticipated date on which the Arrangement would take effect) to December 31, 2010 (the last day before the Corporation commences to wind down its operations), and (b) the market value of the Common Shares throughout the Remaining Investment Period. As of November 21, 2008, the net asset value per unit (the “NAVPU”) of the Corporation consisting of one Priority Equity Share and one Class A Share, together, was $10.47, of which $10.00 was attributable to the Priority Equity Share and $0.47 was attributable to the Class A Share. On November 21, 2008, the closing trading price of a Trust Unit on the Toronto Stock Exchange was $12.40. Tables I, II and III below provide calculations of the anticipated NAVPU, net asset value per Priority Equity Share and net asset value per Class A Share, respectively, on December 31, 2010 assuming various combinations of (a) annual Dividend Rates on the Common Shares throughout the Remaining Investment Period, and (b) market prices of the Common Shares throughout the Remaining Investment Period.

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    Table I Illustrations of NAVPU on December 31, 2010

    Assuming Differing Annual Dividend Rates and Market Prices of Common Shares

    Assumed Annual Dividend Rate

    Assumed Market Price of Common Shares

    $10.00 $11.00 $12.00 $12.40 $13.00 $14.00 $15.00 $0.40 $7.86 $8.69 $9.51 $9.84 $10.33 $11.15 $11.97 $0.44 $7.93 $8.76 $9.58 $9.91 $10.40 $11.22 $12.04 $0.48 $8.00 $8.82 $9.65 $9.98 $10.47 $11.28 $12.10 $0.52 $8.07 $8.89 $9.71 $10.04 $10.53 $11.35 $12.17 $0.56 $8.13 $8.96 $9.78 $10.11 $10.60 $11.42 $12.23 $0.60 $8.20 $9.03 $9.85 $10.18 $10.67 $11.49 $12.30 $0.64 $8.27 $9.09 $9.92 $10.25 $10.74 $11.55 $12.37

    Table II Illustrations of Net Asset Value Per Priority Equity Share on December 31, 2010

    Assuming Differing Annual Dividend Rates and Market Prices of Common Shares

    Assumed Annual Dividend Rate

    Assumed Market Price of Common Shares

    $10.00 $11.00 $12.00 $12.40 $13.00 $14.00 $15.00 $0.40 $7.86 $8.69 $9.51 $9.84 $10.00 $10.00 $10.00 $0.44 $7.93 $8.76 $9.58 $9.91 $10.00 $10.00 $10.00 $0.48 $8.00 $8.82 $9.65 $9.98 $10.00 $10.00 $10.00 $0.52 $8.07 $8.89 $9.71 $10.00 $10.00 $10.00 $10.00 $0.56 $8.13 $8.96 $9.78 $10.00 $10.00 $10.00 $10.00 $0.60 $8.20 $9.03 $9.85 $10.00 $10.00 $10.00 $10.00 $0.64 $8.27 $9.09 $9.92 $10.00 $10.00 $10.00 $10.00

    Table III Illustrations of Net Asset Value Per Class A Share on December 31, 2010

    Assuming Differing Annual Dividend Rates and Market Prices of Common Shares

    Assumed Annual Dividend Rate

    Assumed Market Price of Common Shares

    $10.00 $11.00 $12.00 $12.40 $13.00 $14.00 $15.00 $0.40 - - - - $0.33 $1.15 $1.97 $0.44 - - - - $0.40 $1.22 $2.04 $0.48 - - - - $0.47 $1.28 $2.10 $0.52 - - - $0.04 $0.53 $1.35 $2.17 $0.56 - - - $0.11 $0.60 $1.42 $2.23 $0.60 - - - $0.18 $0.67 $1.49 $2.30 $0.64 - - - $0.25 $0.74 $1.55 $2.37

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    Each of Tables I, II and III above have been prepared using the following assumptions:

    1. The assumed market price of the Common Shares and the assumed annual Dividend Rate on the Common Shares will remain unchanged throughout the Remaining Investment Period. All calculations include the one-time dividend of $0.04 per Common Share to be declared by CI Corp. for the quarter ending March 31, 2009 and the dividend that will be payable on Common Shares in January 2011.

    2. Any excess cash of the Corporation will be invested in additional Common Shares. Any shortfall in the cash required by the Corporation to fund payment of expenses and the monthly distributions on the Priority Equity Shares is funded through the sale of Common Shares.

    3. The Corporation will continue to be charged annual management fees equal to 0.25% of the net asset value of the Corporation, annual service fees equal to 0.40% of the net asset value of the Class A Shares as compensation to dealers whose clients hold Class A Shares, and annual operating expenses of approximately 0.25% of the net asset value of the Corporation.

    4. The Corporation will complete the sale of the Common Share Portfolio pursuant to the Forward Agreement before the commencement of the Remaining Investment Period.

    5. The number of currently outstanding Priority Equity Shares and Class A Shares will remain unchanged during the Remaining Investment Period.

    As illustrated above, if (a) the market price of the Common Shares throughout the Investment Period remains the same as the market price of the Trust Units on November 21, 2008 (namely, $12.40), and (b) the annual Dividend Rate on the Common Shares is $0.48 throughout the Investment Period, then the anticipated NAVPU on December 31, 2010 is $9.98. This illustrates that, based on these assumptions, the Corporation will continue to be able to pay monthly distributions on the Priority Equity Shares at the current rate and pay $9.98 per Priority Equity Share to the holders thereof at the end of the Investment Period. However, the net asset value per Class A Share will decline from $0.47 to nil. The other scenarios illustrate what may be the net asset values of the Priority Equity Shares and the Class A Shares on December 31, 2010 using different assumptions concerning the market price of the Common Shares and the annual Dividend Rate throughout the Remaining Investment Period.

    The distributions (which includes dividends and other forms of distributions) currently paid by the Corporation in respect of its Shares consist primarily of returns of capital and capital gains dividends. As such, these distributions are considered to be tax-efficient because returns of capital are generally not subject to tax (returns of capital instead reduce the adjusted cost base of Shares) and capital gains dividends are generally taxed at a lower effective rate than other types of dividends.

    After the Arrangement is implemented, the distributions that will be made by the Corporation on its Shares are expected to consist almost entirely of taxable dividends which are less tax-efficient to individual shareholders than the distributions currently being paid by the Corporation. See “Canadian Federal Income Tax Considerations – Mandate Change – Tax Consequences to Holders” below for additional information.

    The Mandate Change

    The Corporation is seeking the approval of the Shareholders to change the current investment objectives of the Priority Equity Shares and the Class A Shares, and the investment strategies and restrictions of the Corporation (together, the “Current Mandate”) in order to reflect the changes that the Corporation will experience after the Arrangement is implemented. Once the Arrangement is implemented, the Current Mandate will no longer be appropriate because:

    (a) it does not permit the Corporation to invest, directly or indirectly, in Common Shares;

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    (b) it requires the Corporation to remain a party to the Forward Agreement even though the Forward Agreement will no longer provide tax-efficient exposure to the total returns on Trust Units;

    (c) the Corporation will be unable to provide tax-efficient distributions on either its Priority Equity Shares or its Class A Shares; and

    (d) the Corporation will receive insufficient cash dividends from CI Corp. to continue pursuing an objective to pay monthly distributions on the Class A Shares equal to $0.0875 per Class A Share.

    For these reasons, the Corporation proposes to Shareholders that the Corporation implement the Mandate Change in order to permit the Corporation to continue to invest in the corporate successor to CIX after the Arrangement is implemented. The Corporation believes that the Mandate Change is in the best interests of Shareholders for the following reasons:

    1. The Corporation’s distribution policy for the Priority Equity Shares continues to provide the holders thereof with an attractive yield relative to the original issue price of the Priority Equity Shares. Through a combination of (a) the dividends which the Corporation expects to receive on the CI Corp. Common Shares it will hold, (b) potential capital appreciation of the Common Shares it will hold, and (c) if necessary, liquidation of a portion of the Common Shares it will hold, the Corporation expects to have sufficient assets to continue paying distributions on the Priority Equity Shares at their current rate until the date the Corporation is terminated and to repay the original issue price of $10 per Priority Equity Share on such termination date.

    2. The Corporation believes that significant opportunity exists for capital appreciation of the Common Shares between now and the date the Corporation is terminated. To the extent that such capital appreciation together with dividends paid on the Common Shares held by the Corporation exceeds the distributions paid on the Priority Equity Shares and the expenses of the Corporation, such capital appreciation will accrue to the benefit of the holders of Class A Shares in the form of dividends and/or increases in the value of the Class A Shares on a leveraged basis.

    If approved, the Mandate Change would involve the following specific changes to the Current Mandate:

    Current Investment Objective for Priority Equity Shares:

    New Investment Objective for Priority Equity Shares:

    Summary of Mandate Change

    The Corporation’s current investment objectives with respect to the Priority Equity Shares are: (a) to provide holders of the Priority

    Equity Shares with tax-efficient fixed cumulative preferential monthly cash distributions in the amount of $0.04167 per Priority Equity Share to yield approximately 5.0% per annum on the original issue price; and

    (b) on or about January 31, 2011 or such

    other date as the Corporation may terminate (the “Termination Date”),

    The Corporation's new investment objectives with respect to the Priority Equity Shares will be: (a) to provide holders of Priority

    Equity Shares with fixed cumulative preferential monthly cash distributions in the amount of $0.04167 per Priority Equity Share to yield approximately 5.0% per annum on the original issue price; and

    (b) on or about the Termination Date,

    to pay to the holders of the

    The reference to monthly cash distributions on the Priority Equity Shares being “tax-efficient” will be deleted.

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    to pay to the holders of the Priority Equity Shares the original issue price of the Priority Equity Shares.

    Priority Equity Shares the original issue price of the Priority Equity Shares.

    Current Investment Objective for Class A Shares:

    New Investment Objective for Class A Shares:

    Summary of Mandate Change

    The Corporation’s current investment objectives with respect to the Class A Shares are: (a) to provide holders of Class A Shares

    with regular tax-efficient monthly cash distributions targeted to be $0.0875 per Class A Share to yield 7.0% per annum on the original issue price; and

    (b) on or about the Termination Date, to

    pay to the holders of Class A Shares at least the original issue price of the Class A Shares.

    The Company’s new investment objectives with respect to the Class A Shares will be: (a) to seek capital appreciation for the

    Class A Shares; and (b) on or about the Termination Date,

    to pay to the holders of Class A Shares at least the original issue price of the Class A Shares.

    The reference to monthly distributions on Class A Shares will be deleted and replaced with an objective to seek capital appreciation.

    Current Investment Strategies of the Corporation

    New Investment Strategies of the Corporation

    Summary of Mandate Change

    The current investment strategies of the Corporation are summarized as follows: The Corporation has invested in the Common Share Portfolio and entered into the Forward Agreement. The Corporation may, from time to time, invest a portion of its assets directly in Trust Units when the Manager considers it efficient for the Corporation to do so. The Corporation also may enter into replacement or additional forward agreements with the same or other counterparties that have an approved credit rating.

    The new investment strategies of the Corporation are summarized as follows: The Corporation will invest in common shares of CI Financial Corp.

    Under the new investment strategies of the Corporation, all references to (a) purchasing common shares of Canadian public companies, (b) entering into one or more forward agreements (including the Forward Agreement), and (c) investing directly in Trust Units will be deleted.

    Current Investment Restriction

    New Investment Restriction Summary of Mandate Change

    A current investment restriction of the Corporation is that it may invest a portion of its assets in Trust Units.

    The new investment restriction will permit the Corporation to invest up to all of its assets in Common Shares.

    The current investment restriction permitting investments in Trust Units will be replaced by a new investment restriction which permits investments in Common Shares.

    As part of the implementation of the Mandate Change, the Corporation would complete the sale of the Common Share Portfolio to the Counterparty on or about December 31, 2008 rather than January 31, 2011 for a purchase price equal to the CIX Total Return Value determined on the day such sale is completed.

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    In order to be implemented, each class of Shareholders, voting separately, must adopt the Mandate Change Resolution set out in Appendix “A” to this Circular as a Special Resolution. If approved, the Mandate Change will be implemented to coincide with the implementation of the Arrangement on or about January 1, 2009.

    2. DISSOLUTION IF MANDATE CHANGE NOT APPROVED

    If the Arrangement is approved at the CIX Special Meeting and the Mandate Change Resolution is not approved by Shareholders at the Meeting, the Corporation will be unable to continue pursuing and complying with the Current Mandate and will be forced to liquidate its assets.

    Accordingly, if the Mandate Change Resolution is not approved by the Shareholders, the Corporation will seek the approval of Shareholders to dissolve the Corporation on or about December 31, 2008. The text of the Dissolution Resolution is set out in Appendix “B” to this Circular. In order to be implemented, each class of Shareholders, voting separately, must adopt the Dissolution Resolution set out in Appendix “B” to this Circular as a Special Resolution.

    RECOMMENDATIONS

    The board of directors of the Corporation recommends that Shareholders vote FOR the Mandate Change Resolution as set out in Appendix “A” and, if necessary, FOR the Dissolution Resolution.

    As required by National Instrument 81-107 – Independent Review Committee for Investment Funds, the Manager has referred the proposed Mandate Change to the Corporation’s independent review committee (the “IRC”) as a conflict of interest matter. The IRC considered the matter presented and, after due consideration and reasonable inquiry, the IRC concluded that the proposed action regarding the Mandate Change achieves a fair and reasonable result for the Corporation.

    CANADIAN FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of the principal Canadian federal income tax considerations generally applicable to holders of Priority Equity Shares and/or Class A Shares in connection with the transactions proposed in this Circular. The summary only applies to holders who, for purposes of the Income Tax Act (Canada) (“Tax Act”), are resident in Canada, deal at arm’s length with the Corporation, hold their Priority Equity Shares and Class A Shares as capital property, and are not affiliated with the Corporation (a “Holder”). This summary is based upon the current provisions of the Tax Act and the regulations thereunder, and the current published administrative policies and assessing practices of the Canada Revenue Agency publicly available prior to the date hereof. This summary does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action, nor does it take into account other federal or any provincial, territorial or foreign income tax legislation or considerations. This summary is not exhaustive of all possible Canadian federal tax considerations and is of a general nature only and is not intended to be legal or tax advice to any Shareholder. Shareholders should consult their own tax advisors for advice with respect to the income tax consequences of the transactions proposed in this Circular based on their particular circumstances. This summary is based on the assumptions that the Corporation qualifies at all times as a “mutual fund corporation” within the meaning of the Tax Act.

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    Mandate Change If the Arrangement is approved at the CIX Special Meeting and the Mandate Change Resolution is approved, the Corporation will terminate the Forward Agreement and the proceeds received from the Counterparty will be invested in Common Shares. The tax consequences of the foregoing to the Corporation and Holders are outlined below.

    Tax Consequences to the Corporation If the Corporation elects physical settlement under the Forward Agreement and thereupon delivers securities in the Common Share Portfolio and receives a payment for such securities from the Counterparty equal to the price stipulated in the Forward Agreement, the resulting gain or loss realized by the Corporation will be a capital gain or loss. The Corporation expects to realize a significant capital loss upon settling the Forward Agreement in this manner. Such capital loss cannot be flowed out to Shareholders and can only be used by the Corporation to reduce capital gains realized by it in its current taxation year or any subsequent taxation year. Following the termination of the Forward Agreement, the Corporation’s sole investment will consist of Common Shares. To the extent that the Corporation receives dividends on Common Shares, such dividends will be included in the Corporation’s income but will be deductible in computing its taxable income. The Corporation will generally be liable to pay a 33 1/3% refundable tax under Part IV of the Tax Act on the amount by which such dividends received by it on Common Shares exceed the Corporation’s non-capital losses claimed in a year. However, any Part IV tax that is paid will be fully refunded to the Corporation on the payment by the Corporation of sufficient taxable dividends (other than capital gains dividends) in the year or in subsequent taxation years, in accordance with the provisions of the Tax Act. The Corporation is a “financial intermediary corporation” as defined in the Tax Act and, therefore, the Corporation will not be subject to tax under Part VI.1 of the Tax Act on dividends that it pays on its Shares.

    Tax Consequences to Holders If the Mandate Change resolution is approved, there will be no immediate income tax consequences to Holders. Based on the new investment objectives, on a going-forward basis a Holder of Class A Shares is not expected to receive any material amount of distributions and a Holder of Priority Equity Shares should expect to receive distributions that consist primarily of dividends other than capital gains dividends (“Ordinary Dividends”) as opposed to current distributions which consist primarily of capital gains dividends and returns of capital. Holders must include in income any Ordinary Dividends received from the Corporation. Ordinary Dividends received by a Holder who is an individual will generally be subject to the gross-up and dividend tax credit rules applicable with respect to taxable dividends paid by taxable Canadian corporations under the Tax Act. An enhanced gross-up and dividend tax credit is available on “eligible dividends” received from the Corporation which are so designated by the Corporation. Ordinary Dividends received by a Holder that is corporation will generally be deductible in computing its taxable income. A Holder that is a private corporation (as defined in the Tax Act) or any other corporation controlled by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts) will generally be liable to pay a refundable tax under Part IV of the Tax Act on Ordinary Dividends at the rate of 33 1⁄3% to the extent such dividends are deductible in computing the corporation’s taxable income.

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    The amount of any capital gains dividend received by a Holder will be considered to be a capital gain of the Holder from the disposition of capital property in the taxation year of the Holder in which the capital gains dividend is received. Individuals (other than certain trusts) receiving dividends (either capital gains dividends or Ordinary Dividends) from the Corporation may be subject to an alternative minimum tax under the Tax Act.

    Dissolution of the Corporation If the Mandate Change Resolution is not approved by the Shareholders, the Corporation will seek the approval of Shareholders to dissolve the Corporation. In such event, the Corporation will terminate the Forward Agreement for cash proceeds and dispose of its investment in Trust Units for cash proceeds. The Corporation will use such cash proceeds to pay its liabilities and distribute the balance to the Shareholders on the dissolution of the Corporation. If the Corporation elects physical settlement under the Forward Agreement and thereupon delivers securities in the Common Share Portfolio and receives a payment for such securities from the Counterparty equal to the price stipulated in the Forward Agreement, the resulting gain or loss realized by the Corporation will be a capital gain or loss. The Corporation expects to realize a significant capital loss upon settling the Forward Agreement in this manner. Similarly, on the disposition of its investment in Trust Units, the Corporation expects to realize a capital loss. Capital losses realized by the Corporation cannot be flowed out to Shareholders. Upon the dissolution of the Corporation, the Shares will be disposed of by Holders to the Corporation. As a result of such disposition, a capital gain (or a capital loss) will be realized by the Holder to the extent that the proceeds of disposition of the Holder’s Shares exceed (or are less than) the aggregate of the Holder’s adjusted cost base of the Shares less any reasonable costs of disposition. Where the Holder is a corporation, a trust of which a corporation is a beneficiary, or a partnership of which a corporation is a member, in certain circumstances, the amount of any capital loss otherwise determined may be reduced by the amount of Ordinary Dividends previously received on a Share. These rules may also apply where a trust or partnership is a member of a partnership or a beneficiary of a trust that owns shares. The adjusted cost base of each Share will generally be the weighted average of the cost of the Shares of that class acquired by a Holder at a particular time and the aggregate adjusted cost base of any Shares of that class already held as capital property. The adjusted cost base of a Share will be reduced by amounts paid to the Holder on the reduction of the stated capital of the Share. In general, one-half of a capital gain (the “taxable capital gain”) is included in computing the income of a taxpayer and one-half of a capital loss is deductible against taxable capital gains in accordance with the detailed provisions of the Tax Act in that regard. A Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be subject to an additional refundable tax of 6 2⁄3% on investment income for the year, which is defined to include taxable capital gains.

    Individuals (other than certain trusts) realizing capital gains on the disposition of their Shares may be subject to an alternative minimum tax under the Tax Act.

  • - 11 -

    VOTING SECURITIES, PRINCIPAL HOLDERS OF SHARES AND SOLICITATION OF PROXIES

    The Board of Directors of the Corporation has fixed the close of business on November 21, 2008 (the “Record Date”) for the purpose of determining which Shareholders are entitled to receive notice of the Meeting. Ten percent (10%) of the outstanding Shares of each class, represented in person or by proxy at the Meeting, will constitute a quorum. If no quorum is present, the Shareholders then present will constitute a quorum at an adjourned meeting. To be adopted, each Special Resolution must be approved by no less than two-thirds of the votes cast at the Meeting by Shareholders of each class, voting separately.

    The authorized capital of the Corporation presently consists of an unlimited number of Priority Equity Shares, an unlimited number of Class A Shares, and 100 Class B Shares of which 2,152,300 Priority Equity Shares, 2,152,300 Class A Shares and 100 Class B Shares were issued and outstanding as fully paid and non-assessable as of the Record Date. Each Priority Equity and Class A Share entitles the holder to one (1) vote at the Meeting. All the issued and outstanding Class B Shares of the Corporation are owned by CIX Split Corp. Holding Trust (the “Holding Trust”), an Ontario trust. David C. Pauli and Stuart P. Hensman are the trustees of the Holding Trust and the beneficiaries of the Holding Trust are the holders of the Shares outstanding from time to time. The Class B Shares of the Corporation will not be voted at the Meeting.

    As at the close of business on the Record Date, all the issued and outstanding Shares of the Corporation were held by CDS & Co. To the knowledge of the directors and senior officers of the Corporation, as at the close of business on the Record Date, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the voting rights attached to the Priority Equity Shares or the Class A Shares entitled to be voted at the Meeting, except for CDS & Co.

    It is expected that the solicitation of proxies will be primarily by mail, but proxies may be solicited personally by directors, officers, employees or agents of the Manager. The Manager also may engage the services of a proxy solicitation company to provide solicitation services in connection with the Meeting. The cost of the solicitation of proxies and the Meeting will be borne by the Corporation.

    To be used at the Meeting, a proxy must be deposited with the Transfer Agent at 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, or by facsimile at 1-866-249-7775 at least twenty-four (24) hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or any adjournment(s) or postponement(s) of the Meeting or deposited with the Chair of the Meeting prior to the commencement thereof.

    The form of proxy affords each Shareholder an opportunity to specify that the Shares registered in his or her name shall be voted for or against the approval of the Mandate Change Resolution and the Dissolution Resolution. The persons named in the accompanying form of proxy are officers and/or directors of the Corporation.

    A Shareholder of the Corporation may appoint any other person as proxy (who need not be a Shareholder) to attend and act on his or her behalf at the Meeting either by inserting the person’s name in the blank space provided in the form of proxy or by completing another proper form of proxy and, in either case, delivering the completed proxy to the Corporation or to the Transfer Agent at 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not later than twenty-four (24) hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or by depositing it with the Chair of the Meeting prior to the commencement of the Meeting.

  • - 12 -

    Shares represented by a proxy which is hereby solicited, if properly executed and deposited, will be voted in accordance with the instructions of the Shareholder. Where a Shareholder fails to specify a choice with respect to any matter referred to in the Notice of Meeting in a proxy appointing a nominee of the Corporation (being the nominee specified in the form of proxy delivered with this Circular) as proxyholder, the Shares represented by such proxy will be voted FOR and in favour of such matter.

    The enclosed form of proxy confers discretionary authority upon the proxy nominees with respect to amendments or variations of matters identified in the Notice and other matters which may properly come before the Meeting. As of the date hereof, the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

    A Shareholder who has deposited or returned a proxy may revoke it (i) by depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, under the corporate seal or under the hand of an officer or attorney so authorized, at the registered office of the Corporation at any time up to twenty-four (24) hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or any adjournment thereof, or (ii) by depositing such instrument in writing with the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or (iii) in any other manner permitted by law.

    Information for Beneficial Shareholders

    The Shares are issued in “book-entry only” form. Accordingly, all of the outstanding Shares are registered in the name of CDS & Co. (the nominee for CDS Clearing and Depository Services Inc. (“CDS”), which operates the book-based system through which many Canadian brokerage firms hold securities). Beneficial Shareholders hold their Shares through brokers and other intermediaries that are participants in the CDS depository service. CDS depository service participants include securities dealers or brokers, banks, trust companies and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans and similar tax-advantaged plans. CDS maintains a record of the number of Shares held in the account of each CDS depository service participant holding Shares. Each such CDS depository service participant maintains a record of the number of Shares held in its account in the CDS depository service for each beneficial Shareholder on whose behalf it holds Shares.

    Beneficial Shareholders may exercise their rights as Shareholders only though CDS, and beneficial Shareholders’ rights are limited to those rights established by law and agreements between such beneficial Shareholders and CDS or CDS depository service participants. Accordingly, beneficial Shareholders wishing to vote at the Meeting must exercise their right to vote their Shares through the intermediary in whose CDS depository service account such Shares are held.

    Shares held by intermediaries through CDS for beneficial Shareholders can be voted for or against resolutions only on the instructions of the beneficial Shareholder. Without specific instructions, intermediaries and their agents and nominees are generally prohibited from voting Shares for the intermediary’s clients. Therefore, beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

    Applicable regulatory policy requires intermediaries to seek voting instructions from beneficial Shareholders in advance of the Meeting. Each intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a beneficial Shareholder by its broker is identical to that provided to registered Shareholders. However, its

  • - 13 -

    purpose is limited to instructing the registered Shareholder how to vote on behalf of the beneficial Shareholder. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically prepares a voting instruction form which it mails to beneficial Shareholders and asks beneficial Shareholders to complete and return directly to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions to the transfer agent respecting the voting of Shares to be represented at the Meeting. A beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction form to vote Shares directly at the Meeting; the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted.

    If you wish to vote in person at the Meeting, please contact your broker or agent well in advance of the Meeting to determine how you can do so.

    OTHER INFORMATION

    Manager

    Pursuant to an agreement between the Corporation and the Manager dated May 30, 2007 (the “Management Agreement”), the Manager is responsible for providing or arranging for all portfolio management and administrative services required by the Corporation including, without limitation, managing the Corporation’s investment portfolio in a manner consistent with the investment objectives and investment strategies of the Corporation; authorizing the payment of operating expenses incurred on behalf of the Corporation; preparing financial statements and financial and accounting information as required by the Corporation; ensuring that shareholders are provided with such financial statements (including semi-annual and annual financial statements) as they have requested and such other reports as are from time to time required by applicable law; ensuring that the Corporation complies with regulatory requirements and applicable stock exchange listing requirements; preparing the Corporation’s reports to shareholders and the Canadian securities regulatory authorities; determining the amount of distributions to be paid by the Corporation; and negotiating contractual agreements with third-party providers of services, including registrars, transfer agents, auditors and printers. The principal office address of the Manager is at 2 Queen Street East, Twentieth Floor, Toronto, Ontario M5C 3G7.

    The Corporation pays to the Manager an annual fee (the “Management Fee”) equal to 0.25% of the net asset value of the Corporation, calculated and paid monthly. For the financial year ended December 31, 2007, the Corporation paid Management Fees to the Manager in the amount of $65,000. For the period from January 1, 2008 to October 31, 2008, the Corporation paid Management Fees to the Manager in the amount of $81,014.

    The following persons are the directors of the Manager and the officers of the Manager who are involved in the management of the Corporation.

  • - 14 -

    Name and Municipality of Residence

    Office

    DAVID R. MCBAIN Toronto, Ontario

    Senior Vice-President

    DOUGLAS J. JAMIESON Toronto, Ontario

    Senior Vice-President, Finance and Chief Financial Officer

    WILLIAM T. HOLLAND Toronto, Ontario

    Director and Chairman

    STEPHEN A. MACPHAIL Toronto, Ontario

    Director

    PETER W. ANDERSON Markham, Ontario

    Director and Chief Executive Officer

    SHEILA A. MURRAY Toronto, Ontario

    Director, Senior Vice-President, General Counsel and Corporate Secretary

    None of the above individuals were indebted to or had any transaction or arrangement with the Corporation during the financial year of the Corporation.

    Pursuant to the Management Agreement, the Manager is the manager of the Corporation and is entitled to receive the Management Fees from the Corporation, as described above. If the Mandate Change Resolution is approved by Shareholders, the Manager will continue to be the manager of the Corporation and will continue to receive Management Fees.

    Auditor, Transfer Agent and Custodian

    The auditor of the Corporation is PricewaterhouseCoopers LLP. The address of the auditor is 77 King Street West, Toronto, Ontario, M5K 1G8.

    Computershare Investor Services Inc. is the registrar and transfer agent for the Shares of the Corporation.

    RBC Dexia Investor Services Trust has been appointed the custodian of the Corporation. As custodian, they hold the Corporation’s securities and other portfolio assets through a second amended and restated custodian agreement dated July 2, 2006. The address of the custodian is 77 King Street West, 11th Floor, Royal Trust Tower, Toronto-Dominion Centre, Toronto, Ontario M5W 1P9.

    Additional Information

    Financial information is provided in the Corporation’s comparative financial statements and management report of fund performance for its most recently completed financial year and six months ended June 30, 2008. The Corporation will provide, without charge to any Shareholder, a copy of the Corporation’s financial statements and management reports of fund performance. Any request for these documents should be made to CI Investments Inc., 2 Queen Street East, 20th Floor, Toronto, Ontario M5C 3G7. Additional information relating to the Corporation also may be accessed on SEDAR at www.sedar.com.

  • - 15 -

    Approval

    The contents of this Circular and its distribution to Shareholders of the Corporation has been approved by the Board of Directors of the Corporation.

    DATED at Toronto, Ontario the 22nd day of November, 2008.

    CIX SPLIT CORP. “David R. McBain”

    David R. McBain Chief Executive Officer

  • APPENDIX “A”

    MANDATE CHANGE RESOLUTION

    BE IT RESOLVED AS A SPECIAL RESOLUTION that:

    1. the changes to the investment objectives of the Priority Equity Shares and the Class A Shares, and to the investment strategies and restrictions of the Corporation, as described in the management information circular dated November 22, 2008, (together, the “Mandate Change”) are authorized and approved;

    2. any director or officer is hereby authorized and directed to do, sign and execute all things, deeds and documents as, in the opinion of such director or officer, are necessary or desirable for the due carrying out of the foregoing; and

    3. the board of directors of the Corporation may, in its sole and absolute discretion and without any further approval from the shareholders of the Corporation, determine that the Corporation shall not implement the Mandate Change if the board of directors of the Corporation determines that such decision is in the best interests of the shareholders of the Corporation.

  • APPENDIX “B”

    DISSOLUTION RESOLUTION

    BE IT RESOLVED AS A SPECIAL RESOLUTION that the dissolution of the Corporation on or about December 31, 2008 be and is hereby authorized and approved and, without limiting the generality of the foregoing:

    1. the Corporation be dissolved pursuant to section 237 of the Business Corporations Act;

    2. as incidental to the foregoing, all of the property of the Corporation be distributed to the shareholders of the Corporation according to their respective rights and interests in the Corporation;

    3. any director or officer is hereby authorized and directed to do, sign and execute all things, deeds and documents as, in the opinion of such director or officer, are necessary or desirable for the due carrying out of the foregoing; and

    4. the board of directors of the Corporation may, in its sole and absolute discretion and without any further approval from the shareholders of the Corporation, determine that the Corporation shall not dissolve if the board of directors of the Corporation determines that such decision is in the best interests of the shareholders of the Corporation.

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