Sustainable Innovation & Health Dividend Fund : Annual Information Form

ANNUAL INFORMATION FORM

RESPECTING UNITS OF

Sustainable Innovation & Health Dividend Fund

FOR THE YEAR ENDED DECEMBER 31, 2022

March 31, 2023

TABLE OF CONTENTS
NAME AND FORMATION OF THE FUND	1
HISTORY OF THE FUND	1
INVESTMENT RESTRICTIONS	1
Investment Objectives	2
Investment Strategy	2
Middlefield's ESG Policy	3
ESG Screening Process	4
Investment Restrictions	6
Change in Investment Guidelines	9
Currency Hedging	9
Use of Derivative Instruments	9
Securities Lending	10
DESCRIPTION OF SECURITIES OF THE FUND	10
Meetings of Unitholders and Extraordinary Resolutions	11
Amendments to the Declaration of Trust	12
VALUATION OF PORTFOLIO SECURITIES	13
Valuation Policies and Procedures	13
CALCULATION OF NET ASSET VALUE	15
PURCHASES OF UNITS	15
REDEMPTIONS OF UNITS	16
Suspension of Redemptions	18
RESPONSIBILITY FOR FUND OPERATIONS	18
Manager	18
Portfolio Advisor	19
Trustee	20
Brokerage Arrangements	20
Independent Review Committee	21
Custodian	21
Valuation Agent	21
Auditor	21
Registrar and Transfer Agent	22
Securities Lending Agent	22
Designated Website	22
CONFLICTS OF INTEREST	22
Principal Holders of Securities	22
Affiliated Entities	23
Dealer Manager Disclosure	23
FUND GOVERNANCE	24
Independent Review Committee	24
Derivatives Risk Management	25
Short Selling Risk Management	26
Securities Lending	27
Proxy Voting Policies	27
Short-Term Trades	28
INCOME TAX CONSIDERATIONS	28
Taxation of the Fund	28
Units Held in Registered Tax Plans	30
Units Not Held in Registered Tax Plans	31
International Information Reporting	33

REMUNERATION OF DIRECTORS, OFFICERS AND TRUSTEE	33
MATERIAL CONTRACTS	34

NAME AND FORMATION OF THE FUND

Sustainable Innovation & Health Dividend Fund (the "Fund") is a non-redeemable investment fund established as a trust under the laws of Alberta pursuant to a declaration of trust (as amended, restated, supplemented or replaced from time to time, the "Declaration of Trust") dated July 23, 2020. The Declaration of Trust was amended on May 31, 2022, to change its governing law from the laws of the Province of Alberta to the laws of the Province of Ontario and to change the head office and residence of the Fund to the City of Toronto, in the Province of Ontario.

Middlefield Limited is the trustee (the "Trustee") and manager (the "Manager") of the Fund under the Declaration of Trust.

The investment advisor of the Fund is Middlefield Capital Corporation ("MCC" or the "Advisor").

The head office of the Fund is 1 First Canadian Place, 100 King St. West, 58th Floor, P.O. Box 192, Toronto, Ontario M5X 1A6.

HISTORY OF THE FUND

On August 14, 2020, pursuant to the Fund's prospectus dated July 23, 2020, 8,500,000 units of the Fund (the "Units") were issued at a price of $10.00 per Unit. Of the total number of Units issued, 231,314 Units were issued pursuant to the Fund's exchange option purchase method, in exchange for certain exchange eligible securities. On September 10, 2020, an additional 700,000 Units were issued at a price of $10.00 per Unit pursuant to the Prospectus upon exercise of the over-allotment option granted to the agents who offered the Units for sale.

On September 1, 2022, the Fund commenced a normal course issuer bid which will expire on August 30, 2023. The Fund is permitted to purchase up to 788,740 Units through the facilities of the Toronto Stock Exchange ("TSX") pursuant to this bid.

INVESTMENT RESTRICTIONS

The Fund is considered to be a non-redeemable investment fund under the securities legislation of the provinces and territories of Canada. Consequently, the Fund is subject to and managed in accordance with the various policies and regulations that apply to non-redeemable investment funds, including those provisions of National Instrument 81-102 - Investment Funds ("NI 81-102") that apply to non-redeemable investment funds, but is not subject to the various policies and regulations that apply only to mutual funds, including those provisions of NI 81-102 that apply only to mutual funds.

The Fund currently qualifies and the Manager expects the Fund will continue to qualify as a mutual fund trust under the Income Tax Act (Canada) (the "Tax Act"). Accordingly, Units of the Fund are qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, first home savings accounts (commencing April 1, 2023), registered disability savings plans

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and tax-free savings accounts. The Fund has not deviated in the last year from the rules under the Tax Act relating to its Units' status as qualified investments.

Investment Objectives

The investment objectives of the Fund are to provide holders of Units ("Unitholders") with

1. stable monthly cash distributions; and (b) enhanced long-term total return through capital appreciation of the Fund's investment portfolio, through a diversified, actively managed portfolio comprised primarily of dividend paying securities of global technology and healthcare companies, including initially those which the Advisor believes are positioned to benefit long-term from the trends and changing consumer behaviours resulting from the COVID-19 global pandemic (collectively, "Innovative Technology & Healthcare Issuers"). The Portfolio will focus on sustainable technology and healthcare companies with assets the Advisor believes have been developed and operated taking into account environmental, social and governance considerations.

Investment Strategy

The Fund has been designed to provide investors with a diversified, actively managed portfolio comprised primarily of dividend paying securities of Innovative Technology & Healthcare Issuers, including those whose operations may be related to e-commerce, work from home, digital health and life sciences, as well as those whose operations may fall within traditional technology and healthcare subsectors. The Advisor believes that investments in technology and healthcare will provide investors with excellent diversification and attractive long-term returns as Canadian investors generally do not have significant exposure to these sectors. In addition, the Advisor believes that technology and healthcare companies are well-positioned to develop products and services to address the changing needs of consumers, including changes to consumer behaviour resulting from the COVID-19 pandemic. As set forth in greater detail below under the headings "Middlefield's ESG Policy" and "ESG Screening Process", the Advisor also intends to consider and incorporate environmental, social and governance criteria in the investment process to help screen and evaluate potential issuers.

In order to seek to achieve the Fund's investment objectives, the Fund will invest as follows: (a) at least 80% of the Fund's assets will be invested in an actively managed, diversified, global portfolio comprised primarily of dividend paying securities of publicly listed Innovative Technology & Healthcare Issuers (the "Public Portfolio"); and (b) up to 20% of the Fund's assets will be invested in the securities of private, unlisted Innovative Technology & Healthcare Issuers, identified and vetted by the Advisor, in order to provide access to private market technology and healthcare investment opportunities normally reserved for institutional investors (the "Private Portfolio", and together with the Public Portfolio, the "Portfolio"). The Advisor from time to time shall, pursuant to the Advisory Agreement (as defined below) and subject to the terms of the Fund's investment restrictions, determine the composition of the investments that comprise the Portfolio. The Portfolio may include, without limitation, equity securities, preferred shares, fixed income securities, securities of investment funds and securities convertible or exchangeable into any of the foregoing.

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