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Tangerine® Investment Funds ® TANGERINE INVESTMENT FUNDS ANNUAL INFORMATION FORM Tangerine Balanced Income Portfolio Tangerine Balanced Portfolio Tangerine Balanced Growth Portfolio Tangerine Dividend Portfolio Tangerine Equity Growth Portfolio No securities regulatory authority has expressed an opinion about these units and it is an offence to claim otherwise. The Funds and the units of the Funds offered under this annual information form are not registered with the United States Securities and Exchange Commission and they are sold in the United States only in reliance on exemptions from registration. October 30, 2019 TABLE OF CONTENTS 1. NAME, FORMATION AND HISTORY OF THE FUNDS ...................................................... 3 2. INVESTMENT RESTRICTIONS .............................................................................................. 5 3. DESCRIPTION OF UNITS ........................................................................................................ 6 4. VALUATION OF PORTFOLIO SECURITIES ........................................................................ 8 5. CALCULATION OF UNIT PRICE ......................................................................................... 10 6. PURCHASES, SWITCHES AND REDEMPTIONS OF UNITS ............................................ 11 7. RESPONSIBILITY FOR FUND OPERATIONS .................................................................... 13 8. CONFLICTS OF INTEREST ................................................................................................... 18 9. FUND GOVERNANCE ........................................................................................................... 20 10. INCOME TAX CONSIDERATIONS ...................................................................................... 23 11. REMUNERATION OF DIRECTORS, OFFICERS AND TRUSTEES .................................. 28 12. MATERIAL CONTRACTS ..................................................................................................... 28 13. LEGAL AND ADMINISTRATIVE PROCEEDINGS ............................................................ 30 CERTIFICATE OF THE FUNDS AND THE MANAGER AND PROMOTER OF THE FUNDS .. 31 CERTIFICATE OF TANGERINE INVESTMENT FUNDS LIMITED AS THE PRINCIPAL DISTRIBUTOR OF THE FUNDS ....................................................................................................... 32 1. NAME, FORMATION AND HISTORY OF THE FUNDS Introduction This annual information form contains information concerning the Tangerine Investment Funds listed on the cover page of this document. We refer to the mutual funds described in this document individually as a “Fund” and, collectively, the “Funds”. The Funds are managed by Tangerine Investment Management Inc. (“TIMI”, “our”, “we”, “us”, or the “Manager”), which is also the trustee, manager, promoter and portfolio advisor of the Funds. Units of the Funds are generally referred to in this annual information form as “units”. Units of the Funds are sold through Tangerine Investment Funds Limited (“TIFL” or the “Dealer”), and may from time to time be offered for sale via other authorized dealers. Address of the Funds and TIMI The office of TIMI and the Funds is located at 3389 Steeles Avenue East, Toronto, Ontario M2H 0A1. Formation of the Funds The Funds are open-ended mutual funds, established as trusts under the laws of Ontario and are governed by a Master Declaration of Trust dated November 19, 2008, as amended from time to time (the “Declaration of Trust”). There have been no material amendments made to the Declaration of Trust. Major Changes to the Funds At a special meeting held on January 9, 2009, the shareholders of ING DIRECT Streetwise Balanced Income Class, ING DIRECT Streetwise Balanced Class and ING DIRECT Streetwise Balanced Growth Class (collectively, the “Corporate Funds”), each of which was a class of mutual fund shares of ING Direct Corporate Class Limited (the “Corporation”), were asked to consider a resolution to convert (the “Conversion”) their Corporate Fund into the corresponding Fund. The Conversion took place on January 9, 2009, when the Corporation transferred all of its assets to the Funds in exchange for units of the Funds. The assets of the Corporation attributable to ING DIRECT Streetwise Balanced Income Class were transferred to ING DIRECT Streetwise Balanced Income Fund (such fund’s name was changed to ING DIRECT Streetwise Balanced Income Portfolio and is now known as Tangerine Balanced Income Portfolio). The number of units issued by ING DIRECT Streetwise Balanced Income Fund (currently known as Tangerine Balanced Income Portfolio) was equal to the number of ING DIRECT Streetwise Balanced Income Class shares of the Corporation immediately prior to the transfer. Similar transfers took place in respect of the other assets of the other two Corporate Funds. On the same day, the Corporation redeemed all the outstanding shares of each of the Corporate Funds at their net asset value and transferred the units of the corresponding Fund to its shareholders as consideration for the redemption. Each ING DIRECT Streetwise Balanced Income Class shareholder received units of ING DIRECT Streetwise Balanced Income Fund (currently known as Tangerine Balanced Income Portfolio) corresponding to the number of shares of the ING DIRECT Streetwise Balanced Income Class they held in exchange for those Shares. A similar matching occurred for the shareholders of the other two Corporate Funds. In connection with the Conversion, the Funds obtained regulatory relief from the Canadian securities administrators to include in their sales communications and reports to unitholders the past performance data and standard performance data, as applicable, of the Corporate Funds. The Corporation was subsequently wound-up and receipt of the Certificate of Dissolution dated June 2, 2011 was issued by Industry Canada pursuant to subsection 210(3) of the Canada Business Corporations Act. On August 29, 2012, ING Groep N.V. announced that it entered into an agreement with The Bank of Nova Scotia (“BNS”) pursuant to which BNS agreed to acquire all of the issued and outstanding shares of Tangerine Bank (formerly known as ING Bank of Canada), the sole shareholder of TIMI (the “ING Bank Transaction”). The ING Bank Transaction closed on November 15, 2012, and resulted in a change of control of TIMI, the manager of the Funds. Accordingly, on or about May 9, 2014, the portfolios were each renamed to reflect the new Tangerine brand name (as described in the table below). Each Fund was established on the date indicated in the following table (which, for the purpose of this document, means the date on which the Fund was first formed). The table also shows whether the Funds’ names have changed and any major events affecting the Funds in the last 10 years (such as mergers, changes in fundamental investment objectives or changes in a portfolio advisor). Former names Major events in Fund in the last 10 years Date of Formation the last 10 years Tangerine Balanced ING DIRECT Streetwise November 19, 2008 Conversion with ING Income Portfolio Balanced Income DIRECT Streetwise Portfolio Balanced Income Class (November 14, 2012 to on January 9, 2009. April 7, 2014) ING DIRECT Streetwise Balanced Income Fund (since inception to November 14, 2012) Tangerine Balanced ING DIRECT Streetwise November 19, 2008 Conversion with ING Portfolio Balanced Portfolio DIRECT Streetwise (November 14, 2012 to Balanced Class on April 7, 2014) January 9, 2009. ING DIRECT Streetwise Balanced Fund (since inception to November 14, 2012) Tangerine Balanced ING DIRECT Streetwise November 19, 2008 Conversion with ING Growth Portfolio Balanced Growth DIRECT Streetwise Portfolio Balanced Growth Class (November 14, 2012 to on January 9, 2009. April 7, 2014) ING DIRECT Streetwise Balanced Growth Fund (since inception to November 14, 2012) 4 Former names Major events in Fund in the last 10 years Date of Formation the last 10 years Tangerine Dividend Not Applicable November 2, 2016 Not applicable Portfolio Tangerine Equity ING DIRECT Streetwise November 17, 2011 Not applicable Growth Portfolio Equity Growth Portfolio (November 14, 2012 to April 7, 2014) ING DIRECT Streetwise Equity Growth Fund (since inception to November 14, 2012) 2. INVESTMENT RESTRICTIONS National Instrument 81-102 The Funds’ simplified prospectus dated October 30, 2019 (the “Simplified Prospectus”) contains detailed descriptions of the investment objectives, investment strategies and risks for the Funds. In addition, the Funds are subject to certain restrictions and practices contained in securities legislation, including National Instrument 81-102 Investment Funds (“NI 81-102”). These restrictions are designed in part to ensure that the investments of mutual funds are diversified and relatively liquid and to ensure the proper administration of mutual funds. We intend to manage the Funds in accordance with these restrictions and practices or to obtain relief from the securities regulatory authorities before implementing any variations. Standard Investment Restrictions and Practices The standard investment restrictions and practices set out in NI 81-102 are deemed to be included in this annual information form. A copy of the investment restrictions and practices adopted by the Funds will be provided to you upon request by writing to us at the address shown under Section 1, “Name, Formation and History of the Funds”. Exemptions and Approvals The Funds have received regulatory approval to purchase long-term debt securities
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