Pender Growth Fund will submit the Proposed New Structure for the approval of its shareholders by special resolution at the Annual General Meeting of the Fund which it expects to hold in April 2010.

The new structure proposes to close the Fund at the end of this RRSP season, on March 1, 2010 and to convert each current PGF share into:

• One PGF Redemption Share
  • Fixed value of 80% of NAV at reorganization.
  • Shares will become eligible for redemption five years from the original purchase date.
  • Redemptions will be paid out using 70% of the net proceeds from the sale of investments.
  • Convertible into Common Shares at any time on a NAV for NAV basis, subject to a minimum of $0.50 per share.

• One PGF Common Share
  • Initial value of 20% of the NAV at reorganization.
  • Listed on an exchange and traded at market value.
  • Free trading immediately.

 * To be proposed at the AGM in April, 2010. NOT YET APPROVED.

Reasons to Invest

Pender believes that the proposed new structure offers the following advantages to its shareholders:

Options for early liquidity

• Common shares will be free trading immediately
• Redemption shares are convertible into common shares at any time on a NAV for NAV basis.

Greater potential for enhanced performance

• Reduced cost structure.
• Capped fund - full exposure to the mature portfolio of investments without dilution from new shareholders
• 80% of principal is held at fixed face value until redeemed or converted.

As well as offering the following:

30% fully refundable tax credit

• Eligible for RRSP, LIRA or RIFF accounts.
• The 30% cash-back tax credit is paid outside your account. It is tax free and does not affect your marginal tax rate.

Exposure to the technology sector

• Earnings growth.
• International customers.
• Attractive valuations.