AMENDMENT NO. 1 dated February 13, 2014 to the annual information form dated November 27, 2013, (the “AIF”) of:
REDWOOD INCOME STRATEGIES CLASS (the “Fund”)
Offering Series A, F, AA and FF shares
This amendment to the AIF of the Fund provides certain additional information relating to the Fund, and the AIF, as amended, should be read subject to this information.
All capitalized terms not defined herein have the respective meanings set out in the AIF. REASON FOR AMENDMENT
Redwood Asset Management Inc. (“Redwood”), the manager of the Fund, has entered into a purchase agreement with Aston Hill Asset Management Inc. (“Aston Hill”) and Ark Mutual Funds Ltd., pursuant to which, and subject to the approval of the securityholders of the Fund, all necessary regulatory approvals and the satisfaction of all other conditions precedent to the proposed transaction, including approval of the Merger (as defined below), the manager of the Fund will change from Redwood to Aston Hill (the “Change of Manager”).
As part of the transaction, and subject also to all necessary securityholder and regulatory approvals, as well as completion of the Change of Manager, the Fund will be merged with Aston Hill Growth & Income Fund (the “Continuing Fund”), with the result that the securityholders of the Fund will become securityholders of the Continuing Fund (the “Merger” and together with the Change of Manager, the “Transaction”). The Merger will be effected, on a taxable basis, through a transfer of assets of the Fund to the Continuing Fund, in exchange for units of the Continuing Fund having a net asset value equal to the net asset value of the transferred assets as of the close of business on the Effective Date (as defined below).
The Continuing Fund, which is structured as a mutual fund trust, is managed by Aston Hill and is offered under a simplified prospectus, annual information and fund facts each dated May 30, 2013.
A special meeting of securityholders of the Fund will be held on or about March 28, 2014 (the “Special Meeting”). At the Special Meeting, securityholders of the Fund will be asked to approve the proposed Transaction. If all necessary approvals are obtained, it is expected that the Change of Manager will be effective on or about April 15, 2014 (the “Effective Date”) and the Merger will be effective after the close of business on the Effective Date. The Fund will be wound-up and terminated as soon as possible after the Merger is complete.
Prior to the Effective Date, Redwood may suspend purchases of, or switches to, securities of the Fund. Investors will have the right to redeem securities of the Fund up to the close of business on the day before the Effective Date. Following the Merger, all optional plans, including
pauthorized contribution plans, which were established with respect to the Fund, will be re-established in comparable plans with respect to the Continuing Fund unless investors advise otherwise.
As required by applicable securities legislation, a positive recommendation for the Transaction was sought and obtained from the independent review committee of the Fund. The independent review committee of Aston Hill also intends to meet to consider the Merger and will make a determination, after reasonable inquiry, as to whether the Merger would achieve a fair and reasonable result for the Continuing Fund.
The materials in respect of the Special Meeting, including Redwood’s management information circular, are expected to be mailed on or before March 6, 2014 to securityholders of record on February 25, 2014. Further details of the proposed Transaction will be provided in such meeting materials.
For further information with respect to the Continuing Fund, please refer to its current simplified prospectus dated May 30, 2013. Additional information about the Continuing Fund is also available in its annual information form and most recently filed fund facts. These documents and other information about the Continuing Fund are available on the Internet site of SEDAR (the System for Electronic Document Analysis and Retrieval, established by the Canadian Securities Administrators) at www.sedar.com.
AMENDMENT TO AIF
The following is inserted at the lower part of the cover page of the AIF immediately above the paragraph that begins with “No securities regulatory authority has expressed an opinion...”: “On February 4, 2014, Redwood Asset Management Inc. (“Redwood”), the manager of the Redwood Income Strategies Class (“RISC”), entered into a purchase agreement with Aston Hill Asset Management Inc. (“Aston Hill”) and Ark Mutual Funds Ltd., pursuant to which, and subject to the approval of the securityholders of RISC, all necessary regulatory approvals and the satisfaction of all other conditions precedent to the proposed transaction, including approval of the Merger (as defined below), the manager of RISC will change from Redwood to Aston Hill (the “Change of Manager”).
As part of the transaction, and subject also to all necessary securityholder and regulatory approvals, as well as completion of the Change of Manager, RISC will be merged with Aston Hill Growth & Income Fund (the “Continuing Fund”), with the result that the securityholders of RISC will become securityholders of the Continuing Fund (the “Merger” and together with the Change of Manager, the “Transaction”). The Merger will be effected, on a taxable basis, through a transfer of assets of the Fund to the Continuing Fund, in exchange for units of the Continuing Fund having a net asset value equal to the net asset value of the transferred assets as of the close of business on the Effective Date (as defined below).
If all necessary approvals are obtained, it is expected that the Change of Manager will be effective on or about April 15, 2014 (the “Effective Date”) and the Merger will be effective after the close of business on the Effective Date. The Fund will be wound-up and terminated as soon
as possible after the Merger is complete. On the Effective Date, therefore, all information in this AIF relating to RISC shall hereby be deleted.”
CERTIFICATE OF THE FUND OF ARK MUTUAL FUNDS LTD. REDWOOD INCOME STRATEGIES CLASS
(the “Fund)
This Amendment No. 1 dated February 13, 2014, together with the annual information form dated November 27, 2013, and the simplified prospectus dated November 27, 2013, as amended by Amendment No. 1 dated February 13, 2014, and the documents incorporated by reference into the simplified prospectus, as amended, constitute full, true and plain disclosure of all material facts relating to the securities of the Fund offered by the simplified prospectus, as amended, as required by the securities legislation of each of the provinces of Canada and do not contain any misrepresentations.
Dated: February 13, 2014
“Jonathan Clapham” “Peter Shippen”
Jonathan Clapham Peter Shippen
Chief Executive Officer Chief Financial Officer
Ark Mutual Funds Ltd. Ark Mutual Funds Ltd.
ON BEHALF OF THE BOARD OF DIRECTORS OF ARK MUTUAL FUNDS LTD.
“Jonathan Clapham” “Peter Shippen”
Jonathan Clapham Peter Shippen
Director Director
“Gian DelZotto”
Gian DelZotto Director
CERTIFICATE OF THE MANAGER AND PROMOTER OF REDWOOD INCOME STRATEGIES CLASS
(the “Fund”)
This Amendment No. 1 dated February 13, 2014, together with the annual information form dated November 27, 2013, and the simplified prospectus dated November 27, 2013, as amended by Amendment No. 1 dated February 13, 2014, and the documents incorporated by reference into the simplified prospectus, as amended, constitute full, true and plain disclosure of all material facts relating to the securities of the Fund offered by the simplified prospectus, as amended, as required by the securities legislation of each of the provinces of Canada and do not contain any misrepresentations.
Dated: February 13, 2014
REDWOOD ASSET MANAGEMENT INC.
“Jonathan Clapham” “Peter Shippen”
Jonathan Clapham Peter Shippen
Chief Executive Officer Chief Financial Officer
Redwood Asset Management Inc. Redwood Asset Management Inc. (as Manager of the Fund) (as Manager of the Fund)
ON BEHALF OF THE BOARD OF DIRECTORS OF REDWOOD ASSET MANAGEMENT INC., AS THE MANAGER AND THE PROMOTER OF THE FUND
“Gian DelZotto”
Gian DelZotto Director
