Securities Law & Instruments

Headnote

Policy Statement 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- merger approval required because merger does not meet the criteria for pre-approval -- continuing fund has different investment objectives than terminating fund -- fee structure not substantially similar -- merger not a "qualifying exchange" or a tax-deferred transaction under the Income Tax Act -- sending of the preliminary fund facts document instead of the final fund facts document in respect of the new series of the continuing funds -- mergers to otherwise comply with pre-approval criteria, including securityholder vote, IRC approval -- securityholders provided with timely and adequate disclosure regarding the mergers.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6, 5.7(1)(b) and 19.1.

[Translation]

May 11, 2017

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF NATIONAL BANK INVESTMENTS INC. (the Filer) AND NBI LONG TERM BOND FUND (formerly, National Bank Long Term Bond Fund) NBI U.S. $ GLOBAL TACTICAL BOND FUND (formerly, National Bank U.S. $ Global Tactical Bond Fund) NBI MONTHLY SECURE INCOME FUND (formerly, National Bank Monthly Secure Income Fund) NBI MONTHLY CONSERVATIVE INCOME FUND (formerly, National Bank Monthly Conservative Income Fund) NBI MONTHLY MODERATE INCOME FUND (formerly, National Bank Monthly Moderate Income Fund) NBI MONTHLY BALANCED INCOME FUND (formerly, National Bank Monthly Balanced Income Fund) NBI MONTHLY GROWTH INCOME FUND (formerly, National Bank Monthly Growth Income Fund) NBI MONTHLY EQUITY INCOME FUND (formerly, National Bank Monthly Equity Income Fund) NATIONAL BANK DIVIDEND INCOME FUND INC. NBI ASSET ALLOCATION FUND (formerly, National Bank Asset Allocation Fund) NBI HIGH DIVIDEND FUND (formerly, National Bank High Dividend Fund) NATIONAL BANK ALTAFUND INVESTMENT CORP. NBI WESTWOOD GLOBAL DIVIDEND FUND (formerly, Westwood Global Dividend Fund) NBI WESTWOOD GLOBAL EQUITY FUND (formerly, Westwood Global Equity Fund) NBI EUROPEAN EQUITY FUND (formerly, National Bank European Equity Fund) NBI ASIA PACIFIC FUND (formerly, National Bank Asia Pacific Fund) NBI JAPANESE EQUITY FUND (formerly, National Bank Japanese Equity Fund) NBI GLOBAL SMALL CAP FUND (formerly, National Bank Global Small Cap Fund) NBI SCIENCE AND TECHNOLOGY FUND (formerly, National Bank Science and Technology Fund) NBI HEALTH SCIENCES FUND (formerly, National Bank Health Sciences Fund) NBI ENERGY FUND (formerly, National Bank Energy Fund) NBI PRECIOUS METALS FUND (formerly, National Bank Precious Metals Fund) NBI CURRENCY-HEDGED U.S. HIGH CONVICTION EQUITY PRIVATE PORTFOLIO NBI CURRENCY-HEDGED INTERNATIONAL HIGH CONVICTION EQUITY PRIVATE PORTFOLIO (each, a Terminating Fund and collectively, the Terminating Funds)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an approval of the proposed mergers of the Terminating Funds into the Continuing Funds (defined below) (the Mergers) pursuant to paragraph 5.5(1)(b) of Regulation 81-102 respecting Investment Funds (Regulation 81-102) (the Approval Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System (c. V-1.1, r.1) (Regulation 11-102) is intended to be relied upon in each of the jurisdictions of Canada other than the Jurisdictions; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions (c. V-1.1, r.3), Regulation 11-102, Regulation 81-101 respecting Mutual Funds Prospectus Disclosure (c.V-1.1, r. 38) (Regulation 81-101), Regulation 81-102, Regulation 81-106 respecting Investment Fund Continuous Disclosure (c. V-1.1, r.42) (Regulation 81-106) and Regulation 81-107 respecting Independent Review Committee for Investment Funds (c. V-1.1, r.43) (Regulation 81-107) have the same meaning if used in this decision, unless otherwise defined. Capitalized terms used in this decision have the following meanings:

Continuing Fund or Continuing Funds means, individually or collectively, NBI Bond Fund (formerly, National Bank Bond Fund), NBI Global Tactical Bond Fund (formerly, National Bank Global Tactical Bond Fund), NBI Secure Portfolio, NBI Conservative Portfolio, NBI Moderate Portfolio, NBI Balanced Portfolio, NBI Growth Portfolio, NBI Equity Portfolio, NBI Dividend Fund (formerly, National Bank Dividend Fund), NBI Canadian Equity Fund (formerly, National Bank Canadian Equity Fund), NBI Canadian Equity Growth Fund (formerly, National Bank Canadian Equity Growth Fund), NBI Global Equity Fund (formerly, National Bank Global Equity Fund), NBI Resource Fund (formerly, National Bank Resource Fund), NBI U.S. High Conviction Equity Private Portfolio and NBI International High Conviction Equity Private Portfolio.

Corporate Fund or Corporate Funds means, individually or collectively, National Bank Dividend Income Fund Inc. and National Bank AltaFund Investment Corp.

Effective Date means on or about May 12, 2017 or on or about May 19, 2017, in each case being the anticipated date of a Merger.

Fee Structure Mergers means the Merger of NBI Long Term Bond Fund into NBI Bond Fund, the Merger of NBI Monthly Growth Income Fund into NBI Growth Portfolio, and the Merger of NBI Asset Allocation Fund into NBI Growth Portfolio.

Fund or Funds means, individually or collectively, the Terminating Funds and the Continuing Funds.

High Conviction Mergers means the Merger of NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI U.S. High Conviction Equity Private Portfolio and the Merger of NBI Currency-Hedged International High Conviction Equity Private Portfolio into NBI International High Conviction Equity Private Portfolio.

Investment Objective Mergers means the Mergers, other than the Merger of NBI U.S. $ Global Tactical Bond Fund into NBI Global Tactical Bond Fund, the Merger of NBI Monthly Conservative Income Fund into NBI Conservative Portfolio, the Merger of NBI Monthly Moderate Income Fund into NBI Moderate Portfolio, the Merger of NBI Monthly Growth Income Fund into NBI Growth Portfolio, the Merger of NBI Asset Allocation Fund into NBI Growth Portfolio, the Merger of National Bank Dividend Income Fund Inc. into NBI Dividend Fund, the Merger of National Bank AltaFund Investment Corp. into NBI Canadian Equity Growth Fund, the Merger of NBI Westwood Global Equity Fund into NBI Global Equity Fund, the Merger of NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI U.S. High Conviction Equity Private Portfolio and the Merger of NBI Currency-Hedged International High Conviction Equity Private Portfolio into NBI International High Conviction Equity Private Portfolio.

IRC means the independent review committee for the Funds.

Meeting Materials means the notice of meeting, management information circular and a proxy related to the special meetings of securityholders held in connection with the Mergers.

New Series means those series of the Continuing Funds that have not been created or qualified for distribution to the public as of the date of mailing the Meeting Materials, on April 10, 2017.

Special Meeting means the special meetings of securityholders held on or about May 10, 2017 in connection with the Mergers.

Taxable Mergers means the Merger of National Bank Dividend Income Fund Inc. into NBI Dividend Fund, NBI U.S. $ Global Tactical Bond Fund into NBI Global Tactical Bond Fund, National Bank AltaFund Investment Corp. into NBI Canadian Equity Growth Fund, NBI Westwood Global Equity Fund into NBI Global Equity Fund, NBI Energy Fund into NBI Resource Fund, NBI Precious Metals Fund into NBI Resource Fund, NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio into NBI U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity Private Portfolio into NBI International High Conviction Equity Private Portfolio.

Terminating Trust Fund or Terminating Trust Funds, means individually or collectively, NBI Long Term Bond Fund, NBI U.S. $ Global Tactical Bond Fund, NBI Monthly Secure Income Fund, NBI Monthly Conservative Income Fund, NBI Monthly Moderate Income Fund, NBI Monthly Balanced Income Fund, NBI Monthly Growth Income Fund, NBI Monthly Equity Income Fund, NBI Asset Allocation Fund, NBI High Dividend Fund, NBI Westwood Global Dividend Fund, NBI Westwood Global Equity Fund, NBI European Equity Fund, NBI Asia Pacific Fund, NBI Japanese Equity Fund, NBI Global Small Cap Fund, NBI Science and Technology Fund, NBI Health Sciences Fund, NBI Energy Fund, NBI Precious Metals Fund, NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio and NBI Currency-Hedged International High Conviction Equity Private Portfolio.

Trust Fund means each of the Funds, other than the Corporate Funds.

Representations

This decision is based on the following facts represented by the Filer:

General

1. The Filer is a corporation governed by the laws of Canada with its head office in Montréal, Québec.

2. The Filer acts as the investment fund manager of the Terminating Funds and existing Continuing Funds and will act as investment fund manager for the Continuing Funds to be created. The Filer is duly registered as an investment fund manager in each of the provinces of Québec, Ontario and Newfoundland and Labrador.

3. The Funds are or will be either open-ended mutual fund trusts established under the laws of Ontario or Québec or mutual fund corporations governed under the laws of Canada.

4. Other than securities of the New Series and the private series of certain of the Funds (which private series are offered by way of private placement), securities of the Funds are currently qualified for sale under the simplified prospectus, annual information form and fund facts document (Fund Facts) each dated May 12, 2016, as amended on July 14, 2016, July 29, 2016, August 10, 2016, February 6, 2017 and March 1, 2017, as such documents may be amended or renewed (collectively, the Offering Documents).

5. Certain series of some of the Terminating Funds will be merging into the New Series. The New Series (other than the New Series of NBI Global Tactical Bond Fund and the Investor Series and R Series of NBI Growth Portfolio) are being created to facilitate the Mergers and will only be available for investors who invest pursuant to pre-existing pre-authorized purchase plans (PAP Plans) and for reinvested distributions by existing investors in the New Series after the Mergers are complete. The New Series (other than the New Series of NBI Global Tactical Bond Fund and the Investor Series and R Series of NBI Growth Portfolio) will not be available for purchase by new investors.

6. The New Series will be qualified for distribution in each of Quebec and the other jurisdictions under a simplified prospectus, annual information form and Fund Facts dated on or about May 12, 2017.

7. Preliminary fund facts documents (Preliminary Fund Facts) in respect of the New Series were filed via SEDAR on April 4, 2017, at the time of filing the preliminary and proforma Offering Documents for the Funds. As there were no final Fund Facts at the time of sending the Meeting Materials, the Preliminary Fund Facts were sent instead with the Meeting Materials. The Preliminary Fund Facts of each New Series of an existing Continuing Fund that were sent included financial data as of January 31, 2017. Such Preliminary Fund Facts contained substantially the same information as the final Fund Facts which will be dated on or about May 12, 2017.

8. Each of the Funds is or will be a reporting issuer under the securities legislation of each of the jurisdictions of Canada and is or will be subject to the provisions of Regulation 81102.

9. Neither the Filer nor the Terminating Funds and existing Continuing Funds are in default of securities legislation in the jurisdictions of Canada.

10. The net asset value for each series of the Funds is or will be calculated on a daily basis in accordance with the Funds' valuation policy and as described in the Offering Documents. The method of calculating the net asset value for the New Series will not vary from the methods used for the existing series of the applicable Funds.

Reasons for Approval Sought

11. The Approval Sought is required because each Merger does not satisfy all of the criteria for pre-approved reorganizations and transfers set out in section 5.6 of Regulation 81102 (identified in Schedule A of this decision as applicable to each relevant Merger):

(a) the fundamental investment objectives of the Continuing Funds in the Investment Objective Mergers are not substantially similar to the investment objectives of their corresponding Terminating Funds, as required by subparagraph 5.6(1)(a)(ii);

(b) the fee structure of the Continuing Funds in the Fee Structure Mergers are not substantially similar to the fee structure of their corresponding Terminating Funds, as required by subparagraph 5.6(1)(a)(ii);

(c) the Taxable Mergers will not be completed as a "qualifying exchange" or other tax-deferred transaction under the ITA, as required by paragraph 5.6(1)(b); and

(d) the materials sent to securityholders of certain of the Terminating Funds will not include the most recently filed fund facts of its corresponding Continuing Fund in respect of the New Series, as required by subparagraph 5.6(1)(f)(ii).

12. Except as described above, the Mergers comply with all of the other criteria for pre-approved reorganizations and transfers set out in section 5.6 of Regulation 81-102.

The Mergers

13. The Filer intends to reorganize the Funds as follows:

Terminating Fund

Continuing Fund

1

NBI Long Term Bond Fund

NBI Bond Fund{2}

2

NBI U.S. $ Global Tactical Bond Fund

NBI Global Tactical Bond Fund{2}

3

NBI Monthly Secure Income Fund

NBI Secure Portfolio{1}

4

NBI Monthly Conservative Income Fund

NBI Conservative Portfolio{1}

5

NBI Monthly Moderate Income Fund

NBI Moderate Portfolio{1}

6

NBI Monthly Balanced Income Fund

NBI Balanced Portfolio{1}

7

NBI Monthly Growth Income Fund

NBI Growth Portfolio{1}

8

NBI Monthly Equity Income Fund

NBI Equity Portfolio{1}

9

National Bank Dividend Income Fund Inc.

NBI Dividend Fund{2}

10

NBI Asset Allocation Fund

NBI Growth Portfolio{1}

11

NBI High Dividend Fund

NBI Canadian Equity Fund{2}

12

National Bank AltaFund Investment Corp.

NBI Canadian Equity Growth Fund{2}

13

NBI Westwood Global Dividend Fund

NBI Global Equity Fund{2}

14

NBI Westwood Global Equity Fund

NBI Global Equity Fund{2}

15

NBI European Equity Fund

NBI Global Equity Fund{2}

16

NBI Asia Pacific Fund

NBI Global Equity Fund{2}

17

NBI Japanese Equity Fund

NBI Global Equity Fund{2}

18

NBI Global Small Cap Fund

NBI Global Equity Fund{2}

19

NBI Science and TechnologyFund

NBI Global Equity Fund{2}

20

NBI Health Sciences Fund

NBI Global Equity Fund

21

NBI Energy Fund

NBI Resource Fund

22

NBI Precious Metals Fund

NBI Resource Fund

23

NBI Currency-Hedged U.S. High Conviction Equity Private Portfolio

NBI U.S. High Conviction Equity Private Portfolio

24

NBI Currency-Hedged International High Conviction Equity Private Portfolio

NBI International High Conviction Equity Private Portfolio

{1} Continuing Fund that has not been created or qualified for distribution to the public as of the date of mailing the Meeting Materials.

{2} Certain series of the Terminating Fund will be merged into New Series of an existing Continuing Fund that have not been created or qualified for distribution to the public as of the date of mailing the Meeting Materials.

14. In accordance with section 11.2 of Regulation 81-106, a press release announcing the Mergers was issued and filed on SEDAR on March 1, 2017 and a material change report and amendments to the Offering Documents of the Terminating Funds with respect to the Mergers were filed via SEDAR on March 3, 2017.

15. In accordance with paragraph 5.3(1)(a) of Regulation 81-107, the Filer presented the terms of the proposed Mergers to the IRC at an IRC meeting held on February 28, 2017. The IRC reviewed the potential conflict of interest matters related to the Mergers, and the process to be followed in connection with each Merger, and has provided a positive recommendation after determining that the proposed action of the Filer in implementing each such Merger would achieve a fair and reasonable result for each applicable Fund.

16. Securityholders of the Terminating Funds will be asked to approve the Mergers at the Special Meeting.

17. The Meeting Materials were prepared and sent to securityholders of the Terminating Funds on April 10, 2017 and were filed via SEDAR in accordance with applicable securities legislation.

18. Fund Facts relating to the relevant series of the Continuing Funds or Preliminary Fund Facts (including financial data) relating to the New Series of the Continuing Funds, as applicable, were sent to securityholders of the corresponding Terminating Funds with the Meeting Materials. Should there be a material difference between the Preliminary Fund Facts sent to securityholders and the final Fund Facts, the Filer will send the applicable final Fund Facts to the affected securityholders.

19. The Meeting Materials with the Fund Facts or Preliminary Fund Facts of the Continuing Funds provided sufficient information to securityholders to permit them to make an informed decision about the Mergers and to vote on each applicable Merger.

20. Securityholders of each Terminating Fund will continue to have the right to redeem securities of the Terminating Fund at any time up to the close of business on the business day immediately before the Effective Date.

21. Following the Mergers, PAP Plans, distribution reinvestment plans and other systematic plans that have been established for each Terminating Fund will be continued on a series-for-series basis in the applicable Continuing Fund, in accordance with the same terms and conditions as the original systematic plan, unless a securityholder advises the Filer otherwise.

Merger Steps

22. The Mergers of a Trust Fund into another Trust Fund, other than the High Conviction Mergers, will be structured as follows:

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

(b) The value of each Terminating Trust 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 applicable Terminating Trust Fund.

(c) Each Continuing Trust Fund will acquire the investment portfolio and other assets of the applicable Terminating Trust Fund in exchange for securities of the Continuing Trust Fund.

(d) The securities of each Continuing Trust Fund received by the applicable Terminating Trust Fund will have an aggregate net asset value equal to the value of the portfolio assets and other assets that the Continuing Trust Fund is acquiring from the Terminating Trust Fund, and the securities of the Continuing Trust Fund will be issued at the applicable series net asset value per security as of the close of business on the Effective Date.

(e) Each Continuing Trust Fund will not assume any liabilities of the applicable Terminating Trust Fund and the Terminating Trust Fund will retain sufficient assets to satisfy its estimated liabilities, if any, as of the Effective Date.

(f) The Terminating Trust Funds will distribute a sufficient amount of their net income and net realized capital gains, if any, to securityholders to ensure that the Terminating Trust Funds will not be subject to tax for their current tax year.

(g) Immediately thereafter, securities of each Continuing Trust Fund received by the applicable Terminating Trust Fund will be distributed to securityholders of the Terminating Trust Fund in exchange for their securities in the Terminating Trust Fund on a dollar-for-dollar and series-by-series basis, as applicable.

(h) As soon as reasonably possible, and in any case within 90 days following the Effective Date, the applicable Terminating Trust Fund will be wound up.

23. The Merger of a Corporate Fund into a Trust Fund will be structured as follows:

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

(b) The value of each Corporate 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 applicable Corporate Fund.

(c) Each Continuing Trust Fund will acquire the investment portfolio and other assets of the applicable Corporate Fund in exchange for securities of the Continuing Trust Fund.

(d) The securities of each Continuing Trust Fund received by the applicable Corporate Fund will have an aggregate net asset value equal to the value of the portfolio assets and other assets that the Continuing Trust Fund is acquiring from the Corporate Fund, and the securities of the Continuing Trust Fund will be issued at the applicable series net asset value per security as of the close of business on the Effective Date.

(e) Each Continuing Trust Fund will not assume any liabilities of the applicable Corporate Fund and the Corporate Fund will retain sufficient assets to satisfy its estimated liabilities, if any, as of the Effective Date.

(f) Each Corporate Fund may pay ordinary dividends or capital gains dividends to securityholders of the Corporate Fund.

(g) Immediately thereafter, securities of each Continuing Trust Fund received by the applicable Corporate Fund will be distributed to securityholders of the Corporate Fund in exchange for their securities in the Corporate Fund on a dollar-for-dollar and series-by-series basis, as applicable.

(h) As soon as reasonably possible following each Merger, the applicable Corporate Fund will be wound up and dissolved.

24. The proposed High Conviction Mergers will be structured as follows:

(a) Prior to effecting a Merger, if required, each Terminating Trust Fund will settle all currency forwards such that its sole investments will be the securities of the Continuing Trust Fund and sufficient assets to satisfy its estimated liabilities, if any, as of the Effective Date.

(b) The Terminating Trust Funds will distribute a sufficient amount of their net income and net realized capital gains, if any, to securityholders to ensure that they will not be subject to tax for their current tax year.

(c) Immediately thereafter, securities of each Continuing Trust Fund received by the applicable Terminating Trust Fund will be distributed to securityholders of the Terminating Trust Fund in exchange for their securities in the Terminating Trust Fund on a dollar-for-dollar and series-by-series basis, as applicable.

(d) As soon as reasonably possible following each Merger, and in any case within 90 days following the Effective Date, the applicable Terminating Trust Fund will be wound up.

25. The High Conviction Mergers and the Merger of NBI Westwood Global Equity Fund into NBI Global Equity Fund cannot be implemented on a tax-deferred basis. The remaining Taxable Mergers will be effected as taxable transactions due to the Filer's assessment of the impact of such transaction on each of the Terminating Funds and Continuing Funds and upon the securityholders in the Terminating Funds. In deciding to proceed with the Taxable Mergers on a taxable basis, the Filer weighed the impact of the applicable Merger on each of the Terminating Fund and Continuing Fund, and on the securityholders in the Terminating Fund and the Continuing Fund, and determined that the negative effects of the applicable Taxable Merger were greater on the Continuing Fund and the securityholders of the Continuing Fund than on the Terminating Fund and the securityholders of the Terminating Fund should the Merger proceed on a tax-deferred basis.

26. The capital gains and capital losses on the portfolio assets of the Terminating Funds involved in the Taxable Mergers will be realized, and any net capital gains will be distributed to securityholders of such Terminating Funds. The securityholders of such Terminating Funds will realize any accrued capital gain or capital loss on their units (or shares) of such Terminating Funds.

27. The Filer will pay for the costs of the Mergers. These costs consist mainly of brokerage charges associated with the Merger-related trades that occur both before and after the effective date of the Mergers and legal, proxy solicitation, printing, mailing and regulatory fees.

28. No sales charges, redemption fees or other fees or commissions will be payable in connection with the acquisition by a Continuing Fund of the investment portfolio of its applicable Terminating Fund.

29. The investment portfolio and other assets of each Terminating Fund to be acquired by the applicable Continuing Fund in order to effect the Mergers are currently, or will be, acceptable, on or prior to the Effective Date, to the portfolio manager(s) of the applicable Continuing Fund and are, or will be, consistent with the investment objectives of the applicable Continuing Fund.

30. The Mergers do not require approval of securityholders of the Continuing Funds as the Filer has determined that each Merger does not constitute a material change to any Continuing Fund.

Benefits of Mergers

31. The Filer believes that the Mergers are beneficial to securityholders of each Terminating Fund and Continuing Fund for the following reasons:

(a) the Mergers will result in a more streamlined and simplified product line-up that is easier for investors to understand;

(b) the Mergers may eliminate similar fund offerings which may have the effect of reducing the administrative and regulatory costs of operating each Terminating Fund and Continuing Fund as separate funds;

(c) following the Mergers, each Continuing Fund will have a portfolio of greater value, which may allow for increased portfolio diversification opportunities if desired; and

(d) each Continuing Fund, as a result of its greater size, may benefit from its larger profile in the marketplace by potentially attracting more securityholders and enabling it to maintain a "critical mass".

32. In addition to the reasons set out in paragraph 31, the Filer believes that the Mergers are beneficial to securityholders of each of the Terminating Funds and the Continuing Funds for the following reasons (identified in Schedule A of this decision as applicable to each relevant Merger):

(a) in certain cases, the Continuing Funds have delivered stronger long term performance than the applicable Terminating Funds;

(b) in certain cases, the Continuing Funds may offer a more broad approach to investing;

(c) in certain cases, there is significant overlap between portfolio holdings of the Terminating Fund and portfolio holdings of the Continuing Fund; and

(d) in certain cases, management fees and/or fixed administration fees will be lower for the Continuing Fund.

33. The Approval Sought is not detrimental to the protection of investors.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

Hugo Lacroix
Senior Director Investment Funds
Autorité des marches financiers

Schedule A

Terminating Fund

Continuing Fund

Effective Date

Not Substantially Similar

Taxable Merger

Delivery of Preliminary Fund Facts

Stronger Long Term Performance

Broader Investment Approach

Overlap in Portfolio Holdings

Lower Continuing Fund Fees

Investment Objective

Fee Structure

1.

NBI Long Term Bond Fund

NBI Bond Fund

May 19, 2017

X

X

X

2.

NBI U.S. $ Global Tactical Bond Fund

NBI Global Tactical Bond Fund

May 19, 2017

X

X

X

3.

NBI Monthly Secure Income Fund

NBI Secure Portfolio

May 19, 2017

X

X

X

4.

NBI Monthly Conservative Income Fund

NBI Conservative Portfolio

May 19, 2017

X

X

5.

NBI Monthly Moderate Income Fund

NBI Moderate Portfolio

May 19, 2017

X

X

6.

NBI Monthly Balanced Income Fund

NBI Balanced Portfolio

May 19, 2017

X

X

X

7.

NBI Monthly Growth Income Fund

NBI Growth Portfolio

May 19, 2017

X

X

X

8.

NBI Asset Allocation Fund

NBI Growth Portfolio

May 19, 2017

X

X

X

9.

NBI Monthly Equity Income Fund

NBI Equity Portfolio

May 19, 2017

X

X

X

10

National Bank Dividend Income Fund Inc.

NBI Dividend Fund

May 19, 2017

X

X

X

11

NBI High Dividend Fund

NBI Canadian Equity Fund

May 19, 2017

X

X

12

National Bank AltaFund Investment Corp.

NBI Canadian Equity Growth Fund

May 19, 2017

X

X

X

X

X

13

NBI Westwood Global Dividend Fund

NBI Global Equity Fund

May 19, 2017

X

X

X

x{1}

14

NBI Westwood Global Equity Fund

NBI Global Equity Fund

May 19, 2017

X

X

X

x{1}

15

NBI European Equity Fund

NBI Global Equity Fund

May 19, 2017

X

X

X

X

X

16

NBI Asia Pacific Fund

NBI Global Equity Fund

May 19, 2017

X

X

X

X

X

17

NBI Japanese Equity Fund

NBI Global Equity Fund

May 19, 2017

X

X

X

X

X

18

NBI Global Small Cap Fund

NBI Global Equity Fund

May 19, 2017

X

X

X

X

X

19

NBI Science and Technology Fund

NBI Global Equity Fund

May 19, 2017

X

X

X

X

20

NBI Health Sciences Fund

NBI Global Equity Fund

May 12, 2017

X

X

21

NBI Energy Fund

NBI Resource Fund

May 12, 2017

X

X

X

X

22

NBI Precious Metals Fund

NBI Resource Fund

May 12, 2017

X

X

X

23

NBI Currency-- Hedged U.S. High Conviction Equity Private Portfolio

NBI U.S. High Conviction Equity Private Portfolio

May 12, 2017

X

X

x{1}

24

NBI Currency-- Hedged International High Conviction Equity Private Portfolio

NBI International High Conviction Equity Private Portfolio

May 12, 2017

X

X

x{1}

{1} applicable for certain series only.