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Loomis Sayles Global Strategic Alpha Fund

Confidential Offering Memorandum July 22, 2016

CONFIDENTIAL OFFERING MEMORANDUM

This Offering Memorandum constitutes an offering of Units of the Fund only in those jurisdictions where

they may be lawfully offered for sale, only by persons permitted to sell the Units, and only to those

persons to whom they may be lawfully offered for sale. No securities commission or similar regulatory

authority in Canada has reviewed this Offering Memorandum or has in any way passed upon the merits

of the securities offered hereunder. No prospectus has been filed with any such authority in connection

with the sale of the Units. This Offering Memorandum is confidential, is provided to specific prospective

investors for the purpose of assisting them and their professional advisers in evaluating the Units offered

hereby, and is not to be construed as a prospectus or advertisement or a public offering of Units.

Continuous Offering July 22, 2016

LOOMIS SAYLES GLOBAL STRATEGIC ALPHA FUND

Loomis Sayles Global Strategic Alpha Fund (the “Fund”) is a mutual fund established as a trust under the laws of Ontario. The investment objective of the Fund is to seek to provide absolute returns in excess of the three month London Interbank Offered Rate (“LIBOR”) in U.S. dollars plus 2 to 4% with an expected risk volatility goal of approximately 4 to 6% over market cycles (typically 3 – 5 years). The Fund seeks to achieve its investment objective by utilizing a flexible investment approach that allocates investments across a global range of investment opportunities related to credit, currencies and interest rates, while employing risk management strategies to mitigate downside risk.

The Fund was formed pursuant to a declaration of trust dated as of March 16, 2016, as amended and restated July 22, 2016 (the “Declaration of Trust”) and will continue until it is dissolved. NGAM Canada LP (the “Manager”) is the manager and trustee of the Fund. The Manager will

be paid fees for its services as set out in this Offering Memorandum. The Fund is a related and/or connected issuer of the Manager. See “Conflicts of Interest”. The Manager has retained its affiliate, Loomis, Sayles & Company, L.P. (the “Investment Adviser”), to act as portfolio manager of the Fund.

SUBSCRIPTION PRICE: NET ASSET VALUE PER UNIT

An unlimited number of beneficial interests in the Fund referred to as units (the “Units”) are being issued, in three different series: Series A (Hedged) Units, Series F (Hedged) Units and

Series I (Hedged) Units. The Manager may create additional series of Units from time-to-time.

An unlimited number of Units are being offered hereby. The Units are being distributed to investors resident in all provinces and territories of Canada pursuant to available prospectus exemptions under applicable securities laws. This offering may be suspended at any time and from time-to-time.

Subscriptions will be processed on the last day that the Toronto Stock Exchange (“TSX”) is open for business (a “business day”) in each month and on such other days as the Manager may permit (each, a “Subscription Date”), subject to the Manager’s discretion to accept or reject



subscriptions in whole or in part. A fully completed subscription agreement and subscription monies must be received by the Manager no later than 4:00 p.m. (Toronto time), or such other time that the TSX closes on a business day, on the business day prior to the relevant Subscription Date, in order for the subscription to be accepted as at that date; otherwise the subscription will be processed as at the next Subscription Date.

The minimum initial investment is $25,000 for investors who meet the definition of accredited investor under National Instrument 45-106 Prospectus Exemptions and section 73.3 of the Securities Act (Ontario) (together, “NI 45-106”), but may be reduced to a lesser amount in the discretion of the Manager. For Units purchased by investors that are not individuals pursuant to the minimum amount exemption found in section 2.10 of NI 45-106, the minimum initial investment is $150,000.

This offering is not subject to any minimum aggregate subscription level, and therefore any funds invested are available to the Fund and need not be refunded to the subscriber.

Units may be redeemed by entering a request for redemption on the Fundserv network at least 15 days (or such shorter period as the Manager may in its discretion permit) prior to a redemption date, a redemption date being the last business day of each month and on such other dates as the Manager may permit in its absolute discretion from time-to-time. Redemptions may be

suspended in certain circumstances.

All dollar references herein shall be to Canadian dollars, unless otherwise specified.

There is no market through which the Units may be sold and none is expected to develop.

The Units are also subject to resale restrictions under the Fund’s Declaration of Trust and

applicable securities legislation. Persons who receive this Offering Memorandum must

inform themselves of, and observe, all applicable restrictions with respect to the acquisition

or disposition of Units under applicable securities legislation.

These securities are speculative. A subscription for Units should be considered only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in the Fund. There are additional risk factors associated with investing in the

Units. Please see “Risk Factors”.

No person is authorized to give away any information or to make any representation not contained in this Offering Memorandum and any information or representation, other than that contained in this Offering Memorandum, must not be relied upon. This Offering Memorandum is a confidential document furnished solely for the use of prospective purchasers who, by acceptance hereof, agree that they shall not transmit, reproduce or make available this document or any information contained in it.

Subscribers are urged to consult with independent legal, tax and/or investment advisers

and to carefully review the Declaration of Trust (available upon request from the

Manager) prior to signing the subscription agreement for the Units.



TABLE OF CONTENTS

SUMMARY ..................................................................................................................................... i

THE FUND ..................................................................................................................................... 1

Investment Objective of the Fund ....................................................................................... 1

Investment Strategies of the Fund....................................................................................... 2

Investment Guidelines ........................................................................................................ 4

Statutory Caution ................................................................................................................ 8

THE MANAGER............................................................................................................................ 8

Powers and Duties of the Manager ..................................................................................... 9

Fees Payable to the Manager ............................................................................................ 10

Reimbursement of Expenses ............................................................................................. 10

Standard of Care of the Manager and Indemnification ..................................................... 10

THE INVESTMENT ADVISER .................................................................................................. 11

Powers and Duties of the Investment Adviser .................................................................. 13

Fees Payable to the Investment Adviser ........................................................................... 13

Standard of Care of the Investment Adviser ..................................................................... 13

THE TRUSTEE ............................................................................................................................ 13

THE OFFERING .......................................................................................................................... 14

Prospectus Exemptions ..................................................................................................... 15

Accredited Investors ......................................................................................................... 16

Eligible Investors .............................................................................................................. 16

Registered Plans ................................................................................................................ 16

Subscription Procedure ..................................................................................................... 16

Unit Price .......................................................................................................................... 17

Minimum Individual Subscriptions .................................................................................. 17

Dealer Commissions and Fees .......................................................................................... 18

Know-Your-Client and Suitability .................................................................................... 18

REDEMPTIONS........................................................................................................................... 19

COMPUTATION OF NET ASSET VALUE ............................................................................... 20

Valuation Principles .......................................................................................................... 21

DECLARATION OF TRUST ...................................................................................................... 23

The Units ........................................................................................................................... 23

Redemptions ..................................................................................................................... 24



Distributions ...................................................................................................................... 24

Fiscal Year ........................................................................................................................ 25

Indemnification of the Manager (in its Capacity as Trustee of the Fund) ........................ 25

Unitholder Meetings ......................................................................................................... 25

Amendment ....................................................................................................................... 25

Term and Termination ...................................................................................................... 26

Expenses ........................................................................................................................... 26

UNITHOLDER REPORTING ..................................................................................................... 27

CUSTODIAN ............................................................................................................................... 28

REGISTRAR AND TRANSFER AGENT ................................................................................... 28

AUDITOR..................................................................................................................................... 28

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................. 29

Taxation of the Fund ......................................................................................................... 29

Taxation of Unitholders .................................................................................................... 30

Registered Plans ................................................................................................................ 31

RISK FACTORS .......................................................................................................................... 31

Risks Associated with an Investment in the Fund ............................................................ 31

Risks Associated with the Fund’s Underlying Investments ............................................. 36

CONFLICTS OF INTEREST ....................................................................................................... 42

STATEMENT OF POLICIES ...................................................................................................... 43

Privacy Policy ................................................................................................................... 43

Allocation of Investment Opportunities............................................................................ 43

Personal Trading ............................................................................................................... 45

Brokerage Arrangements .................................................................................................. 45

ANTI-TERRORISM AND ANTI-MONEY LAUNDERING LEGISLATION .......................... 45

LEGAL MATTERS ...................................................................................................................... 46

Purchase and Resale Restrictions...................................................................................... 46

Cooling-off Period ............................................................................................................ 46

Rights of Action for Damages or Rescission .................................................................... 46



SUMMARY

Prospective investors are encouraged to consult their own professional advisers as to the tax

and legal consequences of investing in the Fund. The following is a summary only and is

qualified by the more detailed information contained in this Offering Memorandum.

The Fund

The Fund: Loomis Sayles Global Strategic Alpha Fund (the “Fund”) is a mutual fund established as a trust under the laws of the Province of Ontario pursuant to a declaration of trust dated as of March 16, 2016, as amended and restated July 22, 2016 (the “Declaration of

Trust”). NGAM Canada LP is the trustee of the Fund. The office of the Fund is located at 145 King Street West, Suite 1500, Toronto, Ontario, M5H 1J8. See “The Fund”.

Investment Objective,

Strategies and

Guidelines:

The Fund’s investment objective is to seek to provide absolute returns in excess of the three month London Interbank Offered Rate (“LIBOR”) in U.S. dollars plus 2 to 4% with an expected risk volatility goal of approximately 4 to 6% over market cycles (typically 3 – 5 years).

The Fund seeks to achieve its investment objective by utilizing a flexible investment approach that allocates investments across a global range of investment opportunities related to credit, currencies and interest rates, while employing risk management strategies to mitigate downside risk.

The Fund intends to pursue its investment objective primarily through direct investments in Eligible Investments (as defined below) including, but not limited to, government securities, municipal securities, non-U.S. sovereign debt, equity securities, corporate obligations, commercial and residential mortgage-backed securities, asset-backed securities and convertible or preferred securities, and the use of long and short positions in Eligible Derivatives (as defined below) including, but not limited to, contracts to buy or sell futures, structured notes, forward contracts and swap contracts, each as more fully described herein.

A “long” investment exposure is an investment that rises in value with a rise in the value of an asset, asset class or index and declines in value with a decline in the value of that asset, asset class or index. A “short” investment exposure is an investment that rises in value with a decline in the value of an asset, asset class or index and declines in value with a rise in the value of that asset, asset class or index. The value of the Fund’s long and short investment exposures may, at times, each reach 100% of the assets of the Fund (excluding

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instruments primarily used for duration management or yield curve management and short-term investments (such as cash and money market instruments)), although these exposures may be higher or lower at any given time.

Loomis, Sayles & Company, L.P. (the “Investment Adviser”) currently targets an annualized volatility range of 4% to 6% over market cycles (typically 3 – 5 years) (as measured by the standard deviation of the Fund’s returns). The Fund’s actual or realized volatility during certain periods or over time may materially exceed or be lower than its target volatility range for various reasons, including changes in market levels of volatility and because the Fund’s portfolio may include instruments that are inherently volatile. This would increase the risk of investing in the Fund.

See “The Fund – Investment Objective of the Fund”, “The Fund – Investment Strategies of the Fund” and “The Fund – Investment Guidelines”.

The Manager: NGAM Canada LP (the “Manager”) is the manager of the Fund pursuant to a management agreement dated as of March 16, 2016, as amended and restated July 22, 2016 (the “Management

Agreement”). The Manager is a limited partnership established under the laws of Ontario with its head office located in Toronto, Ontario. The general partner of the Manager is NGAM Canada Limited, a corporation incorporated under the laws of Ontario. The Manager is registered as an investment fund manager in each of Ontario, Newfoundland and Labrador and Quebec, as an adviser in the category of portfolio manager and as a dealer in the category of mutual fund dealer in Ontario. The Manager has applied for registration as a dealer in the category of exempt market dealer in each of the jurisdictions of Canada. The Manager is responsible for directing the affairs and managing the business of the Fund and for administering or arranging for the administration of the day-to-day operations of the Fund, including providing or arranging for the provision of investment advice, establishment of brokerage arrangements and bookkeeping and other administrative services for the Fund. The Manager also markets the Fund and acts as a distributor of Units not otherwise sold through another registered dealer.

The Manager will receive fees for its services as set out in this Offering Memorandum. See “The Manager”.

Investment Adviser: The Manager has retained the Investment Adviser to act as portfolio manager of the Fund pursuant to an investment advisory agreement dated as of March 16, 2016, as amended and restated July 22, 2016

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(the “Investment Advisory Agreement”). The Investment Adviser is a limited partnership established under the laws of Delaware with its head office located in Boston, Massachusetts. Pursuant to the Investment Advisory Agreement, the Manager has delegated the responsibility to make investment decisions on behalf of the Fund to the Investment Adviser. See “The Investment Adviser”.

The Offering: An unlimited number of beneficial interests in the Fund, referred to as units (the “Units”), are offered hereby (the “Offering”). Investors in the Fund are referred to as “Unitholders”.

The Fund offers the following three series of Units of one class (the “Hedged Class”):

Series A (Hedged) Units are available to all investors who meet the minimum investment criteria and who purchase Units through a dealer. Series A (Hedged) Units are not available for purchase through the Manager.

Series F (Hedged) Units are available to investors who participate in a fee-for-service or wrap account program offered through a dealer, which has entered into a Series F agreement with the Manager. Series F (Hedged) Units are not available for purchase through the Manager.

Series I (Hedged) Units are available to institutional investors who purchase Units through a dealer, including purchases by Ontario residents through the Manager acting as dealer. Investors in each of the other Canadian jurisdictions may purchase through the Manager acting as dealer upon the Manager obtaining registration as an exempt market dealer in the investor’s jurisdiction of residence.

The series of Units of the Hedged Class are intended for investors who want exposure to foreign investments but wish to minimize the impact of foreign currency movements relative to the Canadian dollar on their investments. The performance of the series of Units of the Hedged Class will reflect the performance of the Fund after hedging substantially all of the foreign currency exposure of the Hedged Class. Additional classes and series of Units may be created and offered in the future without notice to existing investors, including classes and series of Units that do not hedge foreign currency exposure. Such a class is referred to herein as an “Ordinary Class”.

This Offering may be suspended at any time and from time-to-time. See “The Offering” and “Declaration of Trust – The Units”.

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Plan of Distribution: The Units are being distributed to investors resident in each province and territory of Canada pursuant to available prospectus exemptions under the securities laws of those jurisdictions. The Offering is limited to (a) investors who meet the definition of accredited investor under National Instrument 45-106 Prospectus Exemptions

and section 73.3 of the Securities Act (Ontario) (together referred to as “NI 45-106”), (b) investors that are not individuals and that invest a minimum of $150,000 in the Fund (however this exemption will not be made available in Alberta) (the “Minimum Amount

Exemption”), and (c) investors to whom Units may otherwise be sold. See “The Offering”.

Subscription

Procedure:

Subscriptions will be processed on the last day that the Toronto Stock Exchange (“TSX”) is open for business (a “business day”) in each month and on such other days as the Manager may permit (each, a “Subscription Date”), subject to the Manager’s discretion to accept or reject subscriptions in whole or in part.

A fully completed and executed subscription agreement (substantially in the form of the subscription agreement accompanying this Offering Memorandum or such other form of subscription agreement as the Manager may approve from time-to-time), together with payment of the subscription price in a manner acceptable to the Manager, must be received and accepted by the Manager, no later than 4:00 p.m. (Toronto time) or such other time that the TSX closes on a business day, on the business day prior to a Subscription Date in order for the subscription to be processed as at that Subscription Date; otherwise the subscription will be processed as at the next Subscription Date.

The subscription price shall be delivered by wire transfer via the Fundserv network or, in the case of subscriptions for Series I (Hedged) Units made through the Manager acting as dealer, by wire payment of the subscription price directly to the Fund’s custodian.

All subscriptions for Units (other than subscriptions for Series I (Hedged) Units made through the Manager acting as dealer) are to be forwarded by dealers, without charge, to the Manager or delivered via the Fundserv network, as applicable, on the same day that they are received.

Additional subscriptions for Units must be made by delivering a request to that effect via the Fundserv network, or in the case of additional subscriptions for Series I (Hedged) Units made through the Manager acting as dealer, by delivering such a request directly to the Manager.

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See “The Offering – Subscription Procedure”.

Subscription Price: Units of each series will be issued at $10 per Unit for the initial Units issued by the Fund and thereafter at a subscription price equal to the Net Asset Value per Unit (as defined below) of the applicable series of Units being subscribed for on a Subscription Date. See “The Offering” and “Computation of Net Asset Value”.

Minimum Individual

Subscription:

The minimum initial investment is $25,000 for investors who meet the definition of accredited investor under NI 45-106, but may be reduced to a lesser amount in the discretion of the Manager. For Units purchased by investors that are not individuals pursuant to the Minimum Amount Exemption, the minimum initial investment is $150,000. See “The Offering”.

Each additional investment must be in an amount that is not less than $5,000 or such lesser amount as the Manager may accept in its discretion (for investors who are not accredited investors and who initially acquired Units under the Minimum Amount Exemption, at the time of the additional investment, the Units held by the investor must have an acquisition cost or a Net Asset Value (as defined below) equal to at least $150,000).

This Offering is not subject to any minimum aggregate subscription level, and therefore any funds invested are available to the Fund and need not be refunded to the subscriber. See “The Offering - Minimum Individual Subscriptions”.

Registered Plans: Units are not a “qualified investment” under the Income Tax Act (Canada) (the “Tax Act”) for registered retirement savings plans (“RRSPs”), registered retirement income funds (“RRIFs”), tax-free savings accounts (“TFSAs”), registered education savings plans, registered disability savings plans or deferred profit sharing plans (“Registered Plans”). See “Certain Canadian Federal Income Tax Considerations”.

Fees Payable to the

Manager:

The Manager will receive a monthly management fee from the Fund, payable in arrears, on the last business day in each month, equal to:

• 1/12 of 1.60% of the month end Net Asset Value (before any distributions paid on such Valuation Date) of the Series A

(Hedged) Units, plus

• 1/12 of 0.80% of the month end Net Asset Value (before any distributions paid on such Valuation Date) of the Series F

(Hedged) Units.

A portion of the management fee with respect to Series A (Hedged)

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Units may be paid by the Manager to an investor’s dealer. See “The Offering – Dealer Commissions and Fees”.

Management fees payable by the Fund with respect to Series A (Hedged) Units and Series F (Hedged) Units are subject to applicable taxes (such as HST) and will be deducted as an expense of the Fund in the calculation of the Net Asset Value of the Fund, allocable to the applicable series of Units.

From time-to-time, the Manager may agree to arrange for the management fees payable by the Fund with respect to Series A (Hedged) Units and Series F (Hedged) Units to be effectively reduced in respect of a particular Unitholder’s investment in the Fund. In such a case, the Fund will distribute an amount equal to the reduction to the Unitholder. Such distributions will be payable first out of the net income and net realized capital gains of the Fund, and otherwise out of capital. All management fee reductions are in the sole and absolute discretion of the Manager.

Management fees on Series I (Hedged) Units are negotiated with each investor and paid directly by the investor to the Manager.

There are no performance fees payable by the Fund or an investor to the Manager.

See “The Manager – Fees Payable to the Manager”.

Dealer Commissions

and Fees:

The sales commissions and trailing commissions payable by investors or the Manager to a dealer depend upon the series of Units for which an investor has subscribed.

With respect to Series A (Hedged) Units, an investor may pay a sales commission, negotiable with the investor’s dealer, upon the relevant Subscription Date, of up to 5% of the purchase amount applicable to Series A (Hedged) Units. The Manager may pay a quarterly trailing commission to an investor’s dealer based upon the average of the month end Net Asset Value (before any distributions paid on such Valuation Date) of the Series A (Hedged) Units held by such an investor during the quarter.

No sales commission or trailing commission is payable with respect to Series F (Hedged) Units as such Units may only be purchased by investors who participate in a fee-for-service or wrap account program offered through their dealer. Under the terms of the fee-for-service arrangement, an investor may be required to pay a fee to the investor’s dealer.

No sales commission or trailing commission is payable with respect

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to Series I (Hedged) Units.

See “The Offering – Dealer Commissions and Fees”.

Expenses: The Manager and/or the Investment Adviser are responsible for all costs and expenses incurred in connection with the formation and organization of the Fund.

The Fund is responsible for, and the Manager is entitled to reimbursement from the Fund for, all costs and operating expenses incurred by the Manager in connection with the ongoing activities of the Fund, including but not limited to:

(i) management fees, trustee fees, third party fees and administrative expenses of the Fund, accounting and legal costs, insurance premiums, custodial fees, registrar and transfer agency fees and expenses, bookkeeping and recordkeeping costs, Unitholder communication expenses, costs and expenses of financial and other reports to Unitholders, costs and expenses of preparing the Fund’s disclosure documents including this Offering Memorandum, the cost of maintaining the Fund’s existence, regulatory fees and expenses, participation fees payable by the Manager to securities regulatory authorities, HST and other applicable taxes, and all reasonable extraordinary or non-recurring expenses; and

(ii) fees and expenses relating to the Fund’s portfolio investments, including the cost of securities, interest on borrowings and commitment fees and related expenses payable to lenders and counterparties, brokerage fees, commissions and expenses, and banking fees.

The Manager may absorb some of the Fund’s expenses from time-to-time, in its absolute discretion. The Manager currently intends to absorb certain of the Fund’s expenses, such that the Fund’s expenses will not exceed 0.10% of the Net Asset Value of the Fund (“Expense Cap”). The Manager may cease absorbing any expenses of the Fund at any time in its sole discretion, including with respect to the absorption of expenses associated with the Expense Cap, but shall provide 45 days’ prior notice to Unitholders if the Manager ceases to absorb expenses such that the Fund’s expenses will exceed the Expense Cap.

Common expenses will be allocated to each series based on the respective Net Asset Value of each Series (as defined below). Expenses specific to a series of Units will be allocated to and deducted from the Net Asset Value of that series only.

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See “Declaration of Trust – Expenses”.

Redemptions: A Unitholder may surrender Units for redemption as at the last business day of a month and on such other date as the Manager may in its absolute discretion permit from time-to-time (each, a “Redemption Date”). Redemption requests must be made by submitting a request for redemption to the Manager via the Fundserv network or, for Series I (Hedged) Units purchased through the Manager acting as dealer, directly to the Manager, at least 15 days (or such shorter period as the Manager may in its discretion permit) prior to the proposed Redemption Date. Any request for redemption submitted after such date will be processed on the next applicable Redemption Date. Requests for redemption will be accepted in the order in which they are received. Redemptions are irrevocable except with the consent of the Manager (in its absolute discretion) or following a suspension of the right to redeem Units as described below.

The redemption price for Units being redeemed will be equal to the Net Asset Value per Unit of the applicable series of Units being redeemed as at the close of business on the relevant Redemption Date, less applicable deductions. The redemption price will be paid to the redeeming Unitholder not later than 5 business days following the Redemption Date specified for such redemption using the Fundserv network, or for Series I (Hedged) Units purchased through the Manager acting as dealer, by wire transfer to the account provided by the Unitholder.

The Manager may suspend the calculation of the Net Asset Value per Unit, and the right to redeem Units, when required to do so under any applicable securities legislation or at such other times as would be permitted if the Fund were subject to National Instrument 81-102 Investment Funds (as it may be amended or replaced from time-to-time).

Redemption requests are irrevocable unless they are not honoured on a Redemption Date, in which case they may be withdrawn within 15 days following such Redemption Date.

The Manager has the right to redeem some or all of the Units owned by a Unitholder on a Redemption Date at the Net Asset Value per Unit thereof, by notice in writing to the Unitholder given at least 15 days before the designated Redemption Date, which right may be exercised by the Manager in its absolute discretion. Typically, the Manager will only exercise this discretion where a Unitholder ceases to meet the eligibility criteria with respect to the series of Units held by the Unitholder or where the Unitholder’s continued investment in

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Units is detrimental to the Fund, the Unitholder or other Unitholders.

The Fund is intended as a long-term investment. As a result, the Manager may, in its discretion, charge a Unitholder a short-term redemption fee of up to 2% of the Net Asset Value of the Units being redeemed, if the Unitholder redeems the Unitholder’s investment in Units within a short period of time after subscription (generally 60 days or less). Typically, the Manager will only exercise this discretion where such a redemption is detrimental to the Fund.

See “Redemptions”.

Transfer or Resale of

Units:

Unitholders may liquidate their investment in the Fund by redeeming their Units in accordance with the provisions set out herein. Otherwise, Units may only be transferred with the consent of the Manager. Transfers will generally only be permitted in exceptional circumstances, such as to an affiliate of a Series I Unitholder, provided such transferee is not a “designated beneficiary” of the Fund, as such term is defined in Part XII.2 of the Tax Act. The transfer or resale of Units (which does not include a redemption of Units) is also subject to restrictions under applicable securities legislation. See “Legal Matters – Purchase and Resale Restrictions”.

Calculation of Net Asset

Value of the Fund:

The net asset value (“Net Asset Value”) of the Fund, the net asset value of each series of Units (the “Net Asset Value of each Series”) and the net asset value per Unit of each series (the “Net Asset Value

per Unit”) will be calculated by the Manager, or such other person engaged by the Manager for such purpose, as at 4:00 p.m. (Toronto time) or such other time that the TSX closes on a business day, on the last business day of each month and on each such other day as the Manager determines (each, a “Valuation Date”).

The Net Asset Value of the Fund on any Valuation Date is the value of the Fund’s assets less an amount equal to the Fund’s liabilities on such Valuation Date, after any distributions paid by the Fund but before any subscription amounts received by the Fund or redemption proceeds paid by the Fund on such Valuation Date.

Currently, the Fund offers three series of Units of one class, the Hedged Class. For the series of Units of the Hedged Class, the Fund’s assets allocated to each such series includes the series’ proportionate share of the foreign currency hedging derivatives and related expenses. If the Fund were to offer series of Units of an Ordinary Class (i.e., series of Units of a class that do not hedge foreign currency exposure) in the future, the Fund’s assets allocated

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to each such series of Units would not include the series’ proportionate share of the foreign currency hedging derivatives and related expenses.

The Net Asset Value of each Series will generally increase or decrease proportionately with the increase or decrease in the Net Asset Value of the Fund (before the deduction of series-specific fees, expenses and other deductions and, if applicable, the allocation of a series’ proportionate share of the foreign currency hedging derivatives and related expenses), and the Net Asset Value per Unit shall be determined (after deduction of series-specific fees, expenses and other deductions and, if applicable, the allocation of a series’ proportionate share of the foreign currency hedging derivatives and related expenses) by dividing the Net Asset Value of each Series by the number of Units of such series outstanding.

See “Computation of Net Asset Value”.

Distributions: The Fund intends to distribute income quarterly and capital gains annually in December. The quarterly distributions may also include capital gains and capital. The Fund may pay distributions on any other Valuation Dates as the Manager may decide.

All distributions paid by the Fund (other than distributions paid on the redemption of Units) will be automatically reinvested in additional Units of the same series on which the distributions were paid, on the Valuation Date of the distribution at the Net Asset Value per Unit thereof, unless a Unitholder provides the Manager with a written request to receive distributions in cash.

The Fund will distribute to its Unitholders a sufficient amount of its net income and net realized capital gains for each taxation year so that the Fund will not be liable in any taxation year for income tax under Part I of the Tax Act, other than alternative minimum tax.

Fiscal Year End of the

Fund:

December 31 in each year.

Term and Termination: The Fund does not have a fixed term. The Manager may, in its discretion, terminate the Fund by giving Unitholders 60 days’ prior written notice of the proposed termination. In the event that the Manager resigns as trustee of the Fund, becomes incapable of acting as trustee or if, for any cause, a vacancy occurs in the office of trustee of the Fund, and a permanent successor is not appointed, the Fund shall terminate and its assets shall be distributed in accordance with the provisions of the Declaration of Trust.

Financial and Other Audited financial statements will be available and, where requested,

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Reporting: delivered to Unitholders, within 90 days of each fiscal year end. Unaudited interim financial statements for the first six months of each fiscal year will be available and, where requested, delivered to Unitholders within, 60 days of the end of such period. Unaudited financial information respecting the Net Asset Value per Unit will be available on a monthly basis. Such information will be available on the Manager’s website at www.ngam.natixis.com. See “Unitholder Reporting”.

Tax Considerations: Prospective investors should be aware of the tax consequences of acquiring, holding and redeeming Units. Investors are urged to consult their tax advisers to determine the tax consequences to them of an investment in the Fund. See “Risk Factors” and “Certain Canadian Federal Income Tax Considerations”.

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General

Release of Confidential

Information:

Under applicable securities and anti-money laundering legislation, the Manager is required to collect and may voluntarily release confidential information about Unitholders and, if applicable, about the beneficial owners of non-individual Unitholders, to regulatory or law enforcement authorities in its discretion.

Risk Factors: Investors should consider a number of factors in assessing the risks associated with investing in Units including those generally associated with the investment techniques used by the Investment Adviser. See “Risk Factors”.

Trustee: NGAM Canada LP.

Custodian: State Street Trust Company Canada, Toronto, Ontario.

Registrar and Transfer

Agent:

International Financial Data Services (Canada) Limited, Toronto, Ontario.

Legal Counsel: Borden Ladner Gervais LLP.

Auditor: Deloitte LLP, Toronto, Ontario.



THE FUND

Loomis Sayles Global Strategic Alpha Fund (the “Fund”) is a mutual fund established as a trust under the laws of the Province of Ontario pursuant to a declaration of trust dated as of March 16, 2016, as amended and restated July 22, 2016 (the “Declaration of Trust”). NGAM Canada LP (the “Manager”) is the trustee of the Fund. The head office of the Fund is located at 145 King Street West, Suite 1500, Toronto, Ontario M5H 1J8. A copy of the Declaration of Trust is available from the Manager upon request.

An investment in the Fund is represented by beneficial interests in the form of units (the “Units”), which may be issued in an unlimited number of classes and series of Units. Three series of Units of one class (the “Hedged Class”) are being offered under this Offering Memorandum: Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units. The Manager may create additional classes and series of Units without notice to existing investors. The interest of each holder of Units (a “Unitholder”) represents the same proportion of the total interest of all Unitholders as the net asset value (“Net Asset Value”) of Units held by such Unitholder is of the total Net Asset Value of the Fund (except to the extent that Units of each series may have different distribution entitlements as a result of different fees, expenses and other factors, and to the extent a series of the Hedged Class includes its proportionate share of the foreign currency hedging derivatives and related expenses). See “Declaration of Trust – The Units” and “The Offering” below.

The Fund, for the benefit of its Unitholders, will engage in making investments in accordance with its investment objective, strategies and guidelines, all as disclosed in this Offering Memorandum. The financial instruments available for purchase and sale are not limited and shall be within the discretion of the Manager and any other portfolio manager or sub-adviser who may be engaged from time-to-time by the Manager to invest the Fund’s assets. The Manager has retained Loomis, Sayles & Company, L.P. (the “Investment Adviser”) to act as portfolio manager of the Fund. Some or all of the Fund’s assets may from time-to-time be invested in cash or other investments as the Manager, the Investment Adviser, or any other portfolio manager or sub-adviser who may be engaged from time-to-time by the Manager, may deem prudent in the circumstances. The activities of the Fund shall include all things necessary or advisable to give effect to the Fund’s investment objective. Set out below are the Fund’s investment objective, strategies and guidelines. This Offering Memorandum will be updated to the extent there are any material changes to the Fund’s investment objective, strategies or guidelines.

Investment Objective of the Fund

The Fund’s investment objective is to seek to provide absolute returns in excess of the three month London Interbank Offered Rate (“LIBOR”) in U.S. dollars plus 2 to 4% percent with an expected risk volatility goal of approximately 4 to 6% over market cycles (typically 3 – 5 years).

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Investment Strategies of the Fund

The Fund seeks to achieve its investment objective by utilizing a flexible investment approach that allocates investments across a global range of investment opportunities related to credit, currencies and interest rates, while employing risk management strategies to mitigate downside risk. By employing this investment approach, the Investment Adviser seeks alpha and seeks to manage beta via long/short positions in global credit, currency and yield curve markets.

In selecting investments for the Fund, the Investment Adviser develops long-term portfolio themes driven by macro-economic indicators. These include global economic trends, demographic trends and labour supply, analysis of global capital flows and assessments of geopolitical factors. The Investment Adviser then develops shorter-term portfolio strategies based on factors including, but not limited to, economic, credit and U.S. Federal Reserve cycles, and top-down sector valuations and bottom-up security valuations.

The Investment Adviser intends to actively manage risk, with a focus on managing the Fund’s exposure to credit, interest rate and currency risks in relation to the market. Additionally, the Investment Adviser will use risk management tools, such as models that evaluate risk correlation to various market factors or asset classes, to seek to manage risk on an ongoing basis. The Investment Adviser expects to actively evaluate each investment idea and to decide to buy or sell an investment based upon: (i) its return potential; (ii) its level of risk; and (iii) its fit within the Investment Adviser’s overall macro strategy, with the goal of continually optimizing the Fund’s portfolio.

The Investment Adviser currently targets an annualized volatility range of 4% to 6% over market cycles (typically 3 – 5 years) (as measured by the standard deviation of the Fund’s returns). The Fund’s actual or realized volatility during certain periods or over time may materially exceed or be lower than its target volatility range for various reasons, including changes in market levels of volatility and because the Fund’s portfolio may include instruments that are inherently volatile. This would increase the risk of investing in the Fund.

The Fund intends to pursue its investment objective primarily through direct investments in Eligible Investments and the use of long and short positions in Eligible Derivatives, each as described below.

A “long” investment exposure is an investment that rises in value with a rise in the value of an asset, asset class or index and declines in value with a decline in the value of that asset, asset class or index. A “short” investment exposure is an investment that rises in value with a decline in the value of an asset, asset class or index and declines in value with a rise in the value of that asset, asset class or index. The value of the Fund’s long and short investment exposures may, at times, each reach 100% of the assets of the Fund (excluding instruments primarily used for duration management, interest rate or yield curve management and short-term investments (such as cash and money market instruments)), although these exposures may be higher or lower at any given time.

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Eligible Investments

The Fund may invest a substantial portion of its assets in public or private debt securities and other instruments issued or guaranteed by U.S. or non-U.S. issuers, including, but not limited to, government securities (including their agencies, instrumentalities and sponsored entities), municipal securities, non-U.S. sovereign debt, equity securities, corporate obligations, commercial and residential mortgage-backed securities, asset-backed securities, convertible or preferred securities, synthetic bonds, warrants, derivatives (as described more fully under “Eligible Derivatives”), when-issued and delayed delivery securities, over-the-counter (“OTC”) securities, loans, loan participations and assignments, senior loans, second lien loans, other secured and unsecured loans, real estate investment trusts (“REITs”), securities of issuers in real estate-related industries, structured notes, hybrid instruments, currencies, commingled pools (including, but not limited to, exchange-traded funds (“ETFs”) and closed-end funds, collectively referred to as “Commingled Pools”), temporary high quality cash items and cash equivalents, including commercial paper, short-term investment funds or vehicles and fixed income securities with a maturity of less than one year, and other instruments available now or to be developed in the future (collectively, “Eligible Investments”).

Investments in Commingled Pools may involve a layering of fees and other costs, and may be subject to limitations on redemptions.

Eligible Derivatives

For investment and hedging purposes, the Fund may invest substantially in a broad range of derivatives instruments. The Fund will not use derivatives for borrowing purposes. The Fund will not limit the extent to which it uses derivatives for duration, interest rate or yield curve management purposes.

The Fund may invest in contracts to buy or sell futures on securities, indices, interest rates and currencies (“Futures”); structured notes, including currency-, credit- and index-linked notes; forward contracts for securities, indices, interest rates and currencies (including non-deliverable forwards and cross hedges); swap contracts and other two-party contracts for securities, indices, interest rates and currencies (“Swaps”); total return Swaps; swaptions; contracts for differences; put and call options on securities, indices, interest rates; Futures, Swaps and currencies, including interest rate caps, floors and collars; and other derivative investments identified from time-to-time by the Investment Adviser.

The Fund may invest in credit derivative products to be used in the Fund as substitutes for cash investments or to manage default risk and credit exposure. These products include single-name credit default Swaps (“CDS”) and CDS index products. All CDS instruments (including single name and index Swap instruments) will be assigned the characteristics of the reference entity and will factor into any compliance test referred to in these investment guidelines that would evaluate the underlying reference security. CDS index instruments themselves will not be included in any compliance tests referred to in these investment guidelines, except for the counterparty exposure test as set forth herein.

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The derivative instruments described in the foregoing paragraphs, collectively are referred to as “Eligible Derivatives”.

The Fund may, at times, invest substantially all of its assets in Eligible Derivatives and securities used to support its obligations under such Eligible Derivatives. The Fund’s investment strategies may be highly dependent on the use of Eligible Derivatives, and to the extent that they become unavailable or unattractive, the Fund may be unable to fully implement its investment strategies.

Derivatives Used for Duration, Interest Rate and Yield Curve Management: To manage duration, interest rate or yield curve exposure of the Fund, the Investment Adviser may use Eligible Derivatives to create exposures to securities, currencies, indices or any other financial instruments that are permitted hereunder, and subject to any limits and constraints on such permissible investments. The use of Eligible Derivatives to manage duration, interest rate or yield curve exposure may create leverage or the appearance of leverage.

Derivatives Used to Hedge Foreign Currency Exposure: The Fund uses Eligible Derivatives to hedge that amount of the portfolio’s exposure to the U.S. dollar and other foreign currencies that is allocated to Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units, against the Canadian dollar. While this strategy may not achieve a perfect hedge of the foreign currency exposure of Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units, such series of Units generally will have a rate of return that is based on the performance of the Fund’s portfolio investments excluding the performance attributable to U.S. dollar and foreign currency fluctuations relative to the Canadian dollar.

Derivatives Cover and Leverage: In order to cover its obligations with respect to Eligible Derivatives, the Fund will ensure it maintains liquid assets sufficient to meet its obligations or will enter into offsetting transactions for such obligations. The collateral held by a counterparty or agent thereof may be taken into consideration when determining whether an obligation is covered. Eligible Derivatives used to manage duration, interest rate and yield curve strategies may require notional amounts in excess of the Fund’s value. Futures and other duration-related Eligible Derivatives will be limited by the duration range of the Fund.

Investment Guidelines

The limits and restrictions provided in these guidelines are approximations only and

the Fund may from time-to-time fall outside of these limits.

General Investment Limitations

Under normal market conditions, the Fund intends to remain within the following maximum limits, based on the market value of the Fund at the time of purchase. Each of the limits is net exposure (i.e., long exposures obtained through direct investments in securities and in Eligible Derivatives minus short exposures obtained through Eligible Derivatives).

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The Fund may invest:

• Net Non-Investment Grade Securities: up to ±50% of its net exposure in non-investment grade fixed-income securities (also known as “junk bonds”) and Eligible Derivatives that have returns related to the returns on non-investment grade fixed-income securities. Non-investment grade securities are securities or Eligible Derivatives on securities rated lower than BBB- by Standard & Poor’s Financial Services LLC (“S&P”) or Fitch Ratings Inc. (“Fitch”), or Baa3 or lower by Moody’s Corporation (“Moody’s”). If the ratings assigned to an investment by S&P, Moody’s or Fitch are not the same, the highest rating of these rating agencies will be used. If an investment is not rated by S&P, Moody’s or Fitch, the equivalent rating, determined by the Investment Adviser’s Research Department, will be used;

• Net Industry: up to ±25% of its net exposure in securities issued by issuers in the same industry, excluding securities issued or guaranteed by Government Issuers (as defined below). The Investment Adviser generally uses the Barclays Capital industry classifications to determine industry allocations for fixed income investments, based on Barclays Level 4;

• Net Equity: up to ±5% of its net exposure in equity securities, excluding preferred stock and Commingled Pools;

• Net Commingled Pools: up to ±10% of its net exposure in Commingled Pools;

• Net Single Government Issuer: excluding the U.S. Government, its agencies, instrumentalities or U.S. government-sponsored entities (“U.S. Government

Securities”), which have no limits, up to ±15% of its net exposure in securities issued by non-U.S. sovereign issuers, non-U.S. sovereign-related issuers and supranational entities;

• Net Single Issuer: excluding Government Issuers (as defined below), Related Funds (as defined below) and index derivatives, up to 5% or as low as -15% of its net exposure in securities issued by a single issuer. “Government Issuer” includes the U.S. government, its agencies, or instrumentalities or government sponsored entities, non-U.S. sovereign issuers, non-U.S. sovereign-related issuers and supranational entities. Specific asset-backed and mortgage pools and trusts are considered separate issuers for the purposes of complying with this limitation;

• Net U.S. Dollar Currency Exposure: up to ±100% of its net exposure in investments denominated in U.S. dollars;*

• Net Non-U.S. Dollar Currency Exposure: up to ±50% of its net exposure in investments denominated in non-U.S. dollars, as determined at the time of purchase, including Emerging Market (as defined below) currencies, which may or may not be hedged back to U.S. dollars;*

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• Net Emerging Market Currency Exposure: up to ±20% of its net exposure in investments denominated in currencies of Emerging Market countries, as determined at the time of purchase, which may or may not be hedged back to U.S. dollars. An “Emerging Market” is a jurisdiction that carries a sovereign quality rating that is non-investment grade by either S&P, Moody’s or Fitch or is unrated by all of them;* and

• Net Individual Currency Exposure: up to ±15% of its net exposure in investments denominated in a single currency, excluding investments denominated in U.S. dollars.*

* These amounts exclude the Fund’s exposure resulting from the foreign currency hedging overlay transactions used to hedge that portion of the portfolio allocated to Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units against the Canadian dollar.

Gross Long Exposure and Gross Short Exposure

The value of the Fund’s long and short investment exposures may, at times, each reach 100% of the assets of the Fund (excluding instruments primarily used for duration management, interest rate or yield curve management and short-term investments (such as cash and money market instruments)), although these exposures may be higher or lower at any given time.

Index Derivatives

There is no limit on the amount of the Fund’s investments in Eligible Derivatives on index instruments, including, but not limited, to CDS index products and equity index Futures products, so long as the underlying reference entities are in compliance with the limits set forth in these guidelines.

Derivative Exposure Values

The Fund will not use Eligible Derivatives to take on exposures that exceed these guidelines. When calculating these exposures, the Fund may use the market value, the notional value, an adjusted notional value or some other measure of the value of a derivative, consistent with the Investment Adviser’s policies, in order to reflect what the Investment Adviser believes in good faith to be the most accurate assessment of the Fund’s real economic exposure.

Counterparty Exposure

In calculating the limits under these guidelines, counterparty exposure will be included, so that the combination of unsecured counterparty risk and direct issuer exposure will not exceed the limits under these guidelines. Counterparty exposure secured by the receipt of collateral will not be included in these limits.

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Short Exposure

Short exposure will be achieved primarily through the use of short positions created through investment in Eligible Derivatives. The Fund is prohibited from entering into physical shorting (i.e., shorting of debt or equities securities).

Borrowing

The Fund currently intends to borrow only for temporary or emergency purposes (such as to satisfy withdrawal requests, to remain fully invested in anticipation of expected cash inflows, and to settle transactions). The Fund will not make additional investments while it has any borrowing outstanding.

Effective Duration

The effective duration of the Fund will not exceed 5 years and may be as low as -2 (negative two) years, although these exposures may temporarily go outside of range.

Temporary Defensive Position

For temporary defensive purposes, the Fund may reduce its position in Eligible Investments or Eligible Derivatives and increase, without limit, its position in short-term, liquid, high-grade debt securities, which may include U.S. Government Securities, bank deposits, money market instruments, and short-term debt securities, including notes and bonds, or hold its assets in cash (U.S. dollars, foreign currencies or multinational currency units). While the Fund

is investing for temporary defensive purposes, it may not meet its investment objective.

Guideline Cure Period

With respect to the limitations described herein that are evaluated at the time of purchase, if the Fund’s investment portfolio does not conform to such parameters at the time of investment in a security subject to the parameter, the Investment Adviser shall promptly bring the Fund into compliance with such investment guidelines. With respect to the investment policies and limitations described herein that are to be complied with on an ongoing basis, if at any time the Fund’s investment portfolio does not conform with such parameters as a result of market movements, additions to or withdrawals from the Fund, or other events beyond the control of the Investment Adviser, the Investment Adviser shall have a reasonable period of time, not to exceed six months, to bring the Fund into compliance with the applicable investment guidelines.

With respect to investments in Commingled Pools, the average duration of a Commingled Pool will be referenced for purposes of determining compliance with these guidelines and not the durations of the underlying instruments in a Commingled Pool. If the Fund invests in a Commingled Pool that is not a Related Fund, the Commingled Pool, and not its underlying investments, will be used to determine compliance with the credit quality, country, currency and duration limits set forth herein. A “Related Fund” is a Commingled Pool that is advised or sponsored by the Investment Adviser or an affiliate of the Investment Adviser.

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Notwithstanding anything contained herein, the Fund may receive instruments prohibited or not contemplated herein through the conversion or exchange of an investment or as a result of the reorganization, corporate action or bankruptcy of the issuer of an otherwise permissible investment and may create wholly or substantially owned entities to hold such instruments. The Investment Adviser may hold or dispose of these investments at its discretion

Statutory Caution

There can be no assurances that the Fund will achieve its investment objective. The

Fund could realize substantial losses rather than gains from some or all of the investments

or strategies described herein. Investment in the Fund should not be considered a complete

investment program.

The disclosure in this Offering Memorandum, or in materials deemed to be incorporated into this Offering Memorandum, regarding the investment strategies and intentions of the Fund may constitute “forward-looking information” for the purpose of applicable securities legislation, as it may contain statements of the Manager’s and the Investment Adviser’s intended course of conduct and future operations of the Fund. These statements are based on assumptions made by the Manager and the Investment Adviser of the success of the Fund’s investment strategies in certain market conditions, relying on the experience of the officers and employees of the Manager and the Investment Adviser and their knowledge of historical economic and market trends. Investors are cautioned that the assumptions made by the Manager and the Investment Adviser and the success of the Fund’s investment strategies are subject to a number of mitigating factors. Economic and market conditions may change, which may materially impact the success of the Manager’s and the Investment Adviser’s intended strategies as well as its actual course of conduct. Investors are urged to read “Risk Factors” below for a discussion of other factors that will impact the operations and success of the Fund.

THE MANAGER

The manager of the Fund is NGAM Canada LP, a limited partnership established under the laws of Ontario, pursuant to a management agreement dated as of March 16, 2016, as amended and restated July 22, 2016 (the “Management Agreement”). The general partner of the Manager is NGAM Canada Limited, a corporation incorporated under the laws of Ontario. The office of the Fund, the Manager and the general partner is located at 145 King Street West, Suite 1500, Toronto, Ontario M5H 1J8. The Manager is registered as an investment fund manager in each of Ontario, Newfoundland and Labrador and Quebec, as an adviser in the category of portfolio manager and as a dealer in the category of mutual fund dealer in Ontario. The Manager has applied for registration as a dealer in the category of exempt market dealer in each of the jurisdictions of Canada.

NGAM is indirectly owned by Natixis Global Asset Management, L.P. (“Natixis US”).

Natixis US is part of Natixis Global Asset Management, an international asset management group based in Paris, France, that is in turn owned by Natixis, a French investment banking and financial services firm. Natixis is principally owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and

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complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks.

The 25 global affiliated firms of Natixis Global Asset Management collectively had over USD$884.9 billion in assets under management or administration as of March 31, 2016.

The names and municipalities of residence of the directors and officers of NGAM Canada Limited, the general partner of the Manager, are as follows:

Name and Municipality of Residence Office with NGAM Canada Limited

Abhishek (Abe) Goenka Mississauga, Ontario

Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief

Compliance Officer and Director

Evagelia (Angela) Nikolakakos Toronto, Ontario

Senior Vice-President, General Counsel, Secretary and Director

Abhishek (Abe) Goenka – Chief Executive Officer, Chief Financial Officer, Chief Operating

Officer, Chief Compliance Officer and Director

Mr. Goenka has over fifteen years’ experience in the investment industry. He has been employed with NGAM Canada Limited since 2007 in roles of increasing responsibility. Prior to 2007, Abe worked as a research associate at UBS Securities from March 2007 – June 2007 and as a financial consultant and Director, Capital Markets Controllers Group at CIBC World Markets from 2002 to March 2007. From 1999 – 2002, he was an auditor at PricewaterhouseCoopers LLP. He holds the CFA designation and is a Chartered Professional Accountant.

Evagelia (Angela) Nikolakakos – Senior Vice-President, General Counsel, Secretary and

Director

Ms. Nikolakakos has over 15 years’ experience in the legal and investment industries. She commenced her role with NGAM Canada Limited in June 2016. From 2009 – 2016, she was Senior Counsel and Director in the Wealth Management Group of the Bank of Montreal. From 2007 – 2009, Angela was a partner in the law firm Gowling Lafleur Henderson LLP (now Gowling WLG) and prior thereto was an associate with the same law firm. She is called to the Ontario bar.

Powers and Duties of the Manager

As manager of the Fund, the Manager is responsible for directing the affairs and managing the business of the Fund and for administering or arranging for the administration of the day-to-day operations of the Fund, including providing or arranging for the provision of investment advice, establishment of brokerage arrangements and bookkeeping and other administrative services for the Fund. The Manager also markets the Fund and acts as a distributor of Units not otherwise sold through another registered dealer. The Manager may delegate certain of these duties from time-to-time.

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The Fund and the Manager have entered into the Management Agreement, which sets out the rights and duties of the Manager. The Management Agreement continues for an indefinite term, unless terminated by the Manager or the Fund upon 60 days’ prior written notice. In addition, the Management Agreement may be terminated immediately by any party on written notice in the event that the other party ceases to carry on business, becomes bankrupt or insolvent, resolves to wind up or liquidate or commits a material breach of the Management Agreement and such breach is not remedied within 30 days’ written notice.

The Manager will provide 30 days’ advance notice to Unitholders if it resigns or is removed as manager of the Fund.

Fees Payable to the Manager

The Manager will receive a monthly management fee from the Fund, payable in arrears, on the last business day in each month, equal to:

• 1/12 of 1.60% of the month end Net Asset Value (before any distributions paid on such Valuation Date) of the Series A (Hedged) Units, plus

• 1/12 of 0.80% of the month end Net Asset Value (before any distributions paid on such Valuation Date) of the Series F (Hedged) Units.

A portion of the management fee with respect to Series A (Hedged) Units may be paid by the Manager to an investor’s dealer. See “The Offering – Dealer Commissions and Fees”.

From time-to-time, the Manager may agree to arrange for the management fees payable by the Fund with respect to Series A (Hedged) Units and Series F (Hedged) Units to be effectively reduced in respect of a particular Unitholder’s investment in the Fund. In such a case, the Fund will distribute an amount equal to the reduction to the Unitholder. Such distributions will be payable first out of the net income and net realized capital gains of the Fund, and otherwise out of capital. All management fee reductions are in the sole and absolute discretion of the Manager. See “Declaration of Trust – Distributions” and “Certain Canadian Federal Income Tax Considerations”.

Each investor in Series I (Hedged) Units negotiates and pays a management fee, plus HST (or other applicable taxes) to the Manager directly.

There are no performance fees payable by the Fund or an investor to the Manager.

Reimbursement of Expenses

The Manager will be entitled to reimbursement from the Fund for costs and operating expenses incurred by it in connection with the ongoing activities of the Fund.

Standard of Care of the Manager and Indemnification

The Manager must exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Fund and in connection therewith must exercise the

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degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances (the “Manager’s Standard of Care”). The Manager has adopted policies and procedures to identify and avoid, or address and disclose, conflicts between its own interests and the interests of the Fund and/or the Unitholders, in accordance with applicable securities legislation, but will not be prohibited from, or be required to account to the Fund for, providing services to and receiving fees from any person or entity, including other pooled investment vehicles, similar to those services provided to the Fund.

Pursuant to the Management Agreement, the Manager and its directors, officers and employees will at all times be indemnified and saved harmless by the Fund from and against all legal fees, judgments and amounts paid in settlement, actually and reasonably incurred by the Manager in connection with the services provided to the Fund, if

(a) the Manager had reasonable grounds to believe that the action or inaction that caused the payment of the fees, judgments and amounts paid in settlement was in the best interest of the Fund; and

(b) those fees, judgments and amounts were not incurred as a result of a breach by the Manager’s Standard of Care.

THE INVESTMENT ADVISER

The Manager has retained the Investment Adviser to act as portfolio manager of the Fund pursuant to an investment advisory agreement dated as of March 16, 2016, as amended and restated July 22, 2016 (the “Investment Advisory Agreement”) between the Manager and Loomis, Sayles & Company, L.P. The Investment Adviser is a limited partnership established under the laws of Delaware with its head office located in Boston, Massachusetts.

Founded in 1926, the Investment Adviser is one of the oldest investment advisory firms in the United States with over USD$240.0 billion in assets under management as of June 30, 2016. The Investment Adviser is an affiliate of the Manager as each is indirectly owned by Natixis US.

The individuals principally responsible for providing advice to the Fund on behalf of the Investment Adviser are as follows:

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Name and Municipality of Residence Office with the Investment Adviser

Matthew J. Eagan Boston, Massachusetts

Vice President

Kevin P. Kearns Norwell, Massachusetts

Vice President

Todd P. Vandam Scituate, Massachusetts

Vice President

The Manager will provide notice to Unitholders if there is any change to the above individuals with respect to providing advice to the Fund within 30 days of receipt of notice of such change from the Investment Adviser.

Matthew J. Eagan, CFA – Vice President

Mr. Eagan began his investment career in 1989 and joined the Investment Adviser in 1997. Mr. Eagan received a B.A. from Northeastern University and an M.B.A. from Boston University. He holds the CFA designation.

Kevin P. Kearns – Vice President

Mr. Kearns began his investment career in 1986 and joined the Investment Adviser in 2007. Prior to joining the Investment Adviser, he was director of derivatives, quantitative analysis and risk management at Boldwater Capital Management. Mr. Kearns received a B.S. from Bridgewater State College and an M.B.A. from Bryant College.

Todd P. Vandam, CFA – Vice President

Mr. Vandam began his investment career and joined the Investment Adviser in 1994. Mr. Vandam received a B.A. from Brown University. He holds the CFA designation.

The Investment Adviser has established a Peer Evaluation Committee that has responsibility for performing such reviews of the Investment Adviser’s investment management activities as it deems necessary or appropriate to understand the investment management activities of the Investment Adviser’s investment professionals, and to understand the investment philosophy, disciplines, risk management approach and profile and drivers of current and historical performance of each of the Investment Adviser’s funds and accounts the Investment Adviser advises. These reviews are conducted by the firm’s chief investment risk officer semi-annually with each product team. The Peer Evaluation Committee seeks to improve the investment management process at the Investment Adviser by encouraging the free exchange of investment ideas, the development of new investment expertise and techniques, and the continuing professional growth and development of the firm’s investment management professionals, and by setting up appropriate forums to challenge the assumptions and decisions made, and themes utilized, by the firm’s investment professionals from time-to-time. The chief investment officer has full responsibility for the functions of the Peer Evaluation Committee. The Peer Evaluation Committee generally reviews the performance, attribution, composite dispersion, risk profile and investment activities for each investment style. The Peer Evaluation

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Committee reports material investment related risks to the Investment Adviser’s Risk Management Committee, the chief executive officer or the Board of Directors of the Investment Adviser, as deemed necessary. The Investment Adviser, in its portfolio management of the Fund, will act in a manner generally consistent with the CFA Institute’s Code of Ethics and

Standards of Professional Conduct and the CFA Institute’s Asset Manager Code of Professional

Conduct.

Powers and Duties of the Investment Adviser

Under the Investment Advisory Agreement, the Investment Adviser makes all portfolio investment decisions concerning the Fund and makes all appropriate brokerage arrangements to implement the purchase and sale of the portfolio investments.

The Investment Advisory Agreement may be terminated on 90 days’ written notice by either party. The Investment Advisory Agreement may also be terminated by either party if the other party has committed a material breach of the Investment Advisory Agreement and such breach has not been remedied within 30 days of written notice of the breach. The Investment Advisory Agreement may be immediately terminated by the applicable party in limited circumstances, including bankruptcy, insolvency, change of control and material regulatory or legal proceeding. If the Manager receives notice of resignation or termination from, or issues a notice of termination to, the Investment Adviser, the Manager will provide notice to Unitholders at least 30 days prior to the change (unless such change is triggered by one of the limited circumstances under which no prior notice is required, in which case the Manager will provide notice to Unitholders within 30 days after the change).

Fees Payable to the Investment Adviser

There are no advisory fees payable by the Fund to the Investment Adviser. The Manager is responsible for the payment of an advisory fee to the Investment Adviser.

Standard of Care of the Investment Adviser

The Investment Adviser is required to exercise its powers and discharge its duties honestly, in good faith and in the best interests of the Fund and to exercise the degree of care, diligence and skill that a reasonably prudent portfolio manager would exercise in the circumstances.

THE TRUSTEE

Pursuant to the Declaration of Trust, the Manager is the trustee of the Fund. The Manager, in its capacity as trustee of the Fund, will not be paid a fee by the Fund for acting as trustee. However, the Manager, in its capacity as trustee of the Fund, is entitled to reimbursement of all expenses of the Fund incurred by it.

The Manager may resign as trustee of the Fund by giving written notice to the Unitholders 90 days prior to the date when such resignation shall take effect. Such resignation will take effect on the date specified in the notice, unless at, or prior to such date, a successor trustee is appointed by the Unitholders, in which case the Manager’s resignation will take effect

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immediately upon the appointment of this successor trustee. If a successor trustee cannot be found within the 90-day period, the Manager, in its capacity as trustee of the Fund, will, upon the expiration of this 90-day period, terminate the Fund.

In the event that the Manager, in its capacity of trustee of the Fund, becomes incapable of acting or if, for any cause, a vacancy shall occur in the office of trustee, the Manager, in its capacity of trustee of the Fund, will or, if the Manager fails to do so, any Unitholder may call a meeting of Unitholders within 30 days after such incapacity or vacancy for the purpose of appointing a successor trustee. If the Unitholders do not appoint a permanent successor trustee at such meeting, the Fund will be terminated.

See under the heading “Declaration of Trust” for a description of certain other provisions of the Declaration of Trust.

THE OFFERING

An unlimited number of Units are being offered on a continuous basis to investors resident in each province and territory of Canada (the “Offering Jurisdictions”) pursuant to certain exemptions from prospectus requirements contained in National Instrument 45-106 Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) (together referred to as “NI 45-106”).

The Fund offers the following three series of Units of one class, the Hedged Class:

• Series A (Hedged) Units are available to all investors who meet the minimum investment criteria and who purchase Units through a dealer. An investor may pay a sales commission, negotiable with the investor’s dealer, upon the relevant Subscription Date (as defined below), of up to 5% of the purchase amount applicable to Series A (Hedged) Units. See “The Offering – Dealer Commissions and Fees”. Series A (Hedged) Units are not available for purchase through the Manager.

The Fund pays the Manager a management fee in respect of Series A (Hedged) Units of the Fund. See “The Manager – Fees Payable to the Manager”. A portion of this management fee may be paid by the Manager to an investor’s dealer as a trailing commission. See “The Offering – Dealer Commissions and Fees”.

• Series F (Hedged) Units are available to investors who participate in a fee-for-service or wrap account program offered through a dealer, which has entered into a Series F agreement with the Manager. No sales commission is payable with respect to Series F (Hedged) Units. See “The Offering – Dealer Commissions and Fees”. Series F (Hedged) Units are not available for purchase through the Manager.

The Fund pays the Manager a management fee in respect of the Series F (Hedged) Units of the Fund. See “The Manager – Fees Payable to the Manager”. No trailing commission is payable by the Manager to the dealer in respect of Series F (Hedged) Units. Instead, under the terms of the fee-for-service arrangement

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between the investor and the investor’s dealer, the investor may be required to pay a service fee to the dealer. See “The Offering – Dealer Commissions and Fees”.

• Series I (Hedged) Units are available to institutional investors who purchase Units through a dealer, including purchases by Ontario residents through the Manager acting as dealer. Investors in each of the other Canadian jurisdictions may purchase through the Manager acting as dealer upon the Manager obtaining registration as an exempt market dealer in the investor’s jurisdiction of residence. No sales commission is payable with respect to Series I (Hedged) Units. See “The Offering – Dealer Commissions and Fees”.

No management fee is payable by the Fund in respect of Series I (Hedged) Units. Each investor in Series I (Hedged) Units negotiates and pays a management fee, plus HST (or other applicable taxes) to the Manager directly. See “The Manager – Fees Payable to the Manager”. No trailing commission is payable with respect to Series I (Hedged) Units. See “The Offering – Dealer Commissions and Fees”.

The series of Units of the Hedged Class are intended for investors who want exposure to foreign investments but wish to minimize the impact of foreign currency movements relative to the Canadian dollar on their investments. The performance of the series of Units of the Hedged Class will reflect the performance of the Fund after hedging substantially all of the foreign currency exposure of the Hedged Class. Additional classes and series of Units may be created and offered in the future without notice to existing investors, including classes and series of Units that do not hedge foreign currency exposure. Such a class is referred to herein as an “Ordinary Class”.

Such offering may be suspended by the Manager at any time and from time-to-time.

Prospectus Exemptions

Units are being sold under available exemptions from the prospectus requirements under NI 45-106, which has been adopted by the securities regulatory authorities in each of the Offering Jurisdictions. The Units are being distributed only to (a) investors who meet the definition of “accredited investor” in NI 45-106, (b) investors that are not individuals and that invest a minimum of $150,000 in the Fund (the “Minimum Amount Exemption”), and (c) investors to whom Units may otherwise be sold. Purchasers will be required to make certain representations in the subscription agreement and the Manager will rely on such representations to establish the availability of the exemptions from prospectus requirements described above. Investors, other than individuals, that are not accredited investors, or are accredited investors solely on the basis that they have net assets of at least $5,000,000, must also represent to the Manager (and may be required to provide additional evidence at the request of the Manager to establish) that such investor was not formed solely in order to make private placement investments which may not have otherwise been available to any persons holding an interest in such investor. The so-called “Offering Memorandum Exemption” is not being relied on in

any jurisdiction, nor is the Minimum Amount Exemption being relied on in Alberta, and

investors do not have the benefit of certain additional protections that applicable securities

laws give to investors when an issuer relies on the Offering Memorandum Exemption.

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Accredited Investors

A list of accredited investors is set out in the subscription agreement delivered with this Offering Memorandum, but generally includes individuals who have net investment assets of at least $1,000,000, or personal income of at least $200,000 or combined spousal income of at least $300,000 (in the previous two years with reasonable prospects of same in the current year). NI 45-106 requires that individuals who invest on the basis that they are accredited investors (other than certain high net worth individuals) must sign a Risk Acknowledgement form, which is included in the subscription agreement delivered with this Offering Memorandum.

Eligible Investors

Any prospective subscriber that is a “non-resident”, “financial institution” or “designated beneficiary” within the meaning of the Tax Act shall disclose its status to the Fund at the time of subscription, and any Unitholder shall immediately notify the Manager of any change in its status. The Manager will not accept subscriptions from, and will not direct the issuance or transfer of Units to: (a) any person who is or would be a “designated beneficiary” of the Fund, as such term is defined in Part XII.2 of the Tax Act, if, as a consequence thereof, the Fund would be liable for tax under Part XII.2 of the Tax Act; or (b) a “financial institution”, as defined in the Tax Act for the purposes of the mark-to-market rules, if the Fund itself would be deemed to be a “financial institution” under such rules as a result of such subscription and/or issuance of Units. If at any time the Manager becomes aware that Units are beneficially owned by one or more entities described above, including when notified by a Unitholder, the Fund may redeem all or such portion of the Units on such terms as the Manager deems appropriate in the circumstances. All subscriptions for and/or transfers of Units will, if required by the Manager, be accompanied by evidence satisfactory to the Manager confirming that the investor making the subscription or transfer is not and will not be a “designated beneficiary” of the Fund.

Registered Plans

Units are not a “qualified investment” under the Tax Act for Registered Plans.

Subscription Procedure

Subscriptions will be processed on the last day that the Toronto Stock Exchange (“TSX”) is open for business (a “business day”) in each month and on such other days as the Manager may permit (each, a “Subscription Date”), subject to the Manager’s discretion to accept or reject subscriptions in whole or in part.

A fully completed and executed subscription agreement (substantially in the form of the subscription agreement accompanying this Offering Memorandum or such other form of subscription agreement as the Manager may approve from time-to-time), together with payment of the subscription price in a manner acceptable to the Manager, must be received and accepted by the Manager, no later than 4:00 p.m. (Toronto time) or such other time that the TSX closes on a business day, on the business day prior to a Subscription Date in order for the subscription to be processed as at that Subscription Date; otherwise the subscription will be processed as at the next Subscription Date.

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The subscription price shall be delivered by wire transfer via the Fundserv network or, in the case of subscriptions for Series I (Hedged) Units made through the Manager acting as dealer, by wire payment of the subscription price directly to the Fund’s custodian.

All subscriptions for Units (other than subscriptions for Series I (Hedged) Units made through the Manager acting as dealer) are to be forwarded by dealers, without charge, to the Manager or delivered via the Fundserv network, as applicable, on the same day that they are received.

Additional subscriptions for Units must be made by delivering a request to that effect via the Fundserv network, or in the case of additional subscriptions for Series I (Hedged) Units made through the Manager acting as dealer, by delivering such a request directly to the Manager.

Subscription funds provided prior to a Subscription Date will be kept in a segregated account with the custodian without interest accruing thereon.

No subscription will be accepted unless the Manager is satisfied that the subscription is in compliance with applicable securities laws. The Manager reserves the right to accept or reject a subscription in whole or in part and any subscription price received with a rejected subscription will be returned without interest, other compensation or deduction after the Manager has made such determination. Also see “The Offering – Eligible Investors”.

All subscriptions are irrevocable. Fractional Units may be issued up to three decimal points.

Units can only be purchased in Canadian dollars.

A book-based system of registration is maintained for the Fund. Unit certificates will not be issued. International Financial Data Services (Canada) Limited maintains the registers of Units of the Fund at its offices in Toronto, Ontario.

Unit Price

Units of each series will be issued at $10 per Unit for the initial Units issued by the Fund and thereafter at a subscription price equal to the Net Asset Value per Unit (as defined below) of the applicable series of Units being subscribed for on a Subscription Date.

Minimum Individual Subscriptions

The minimum initial investment is $25,000 for investors who meet the definition of accredited investor under NI 45-106, but may be reduced to a lesser amount in the discretion of the Manager. For Units purchased by investors that are not individuals pursuant to Minimum Amount Exemption, the minimum initial investment is $150,000.

Each additional investment must be in an amount that is not less than $5,000 or such lesser amount as the Manager may accept in its discretion (for investors who are not accredited investors and who initially acquired Units under the Minimum Amount Exemption, at the time of

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the additional investment, the Units held by the investor must have an acquisition cost or a Net Asset Value equal to at least $150,000).

These minimums are net of any sales commissions paid by an investor to the

investor’s dealer.

This offering is not subject to any minimum aggregate subscription level, and therefore any funds invested are available to the Fund and need not be refunded to the subscriber.

Dealer Commissions and Fees

Sales Commissions

With respect to Series A (Hedged) Units, an investor may pay a sales commission, negotiable with the investor’s dealer, upon the relevant Subscription Date, of up to 5% of the purchase amount applicable to Series A (Hedged) Units.

No sales commission is payable with respect to Series F (Hedged) Units as such Units may only be purchased by investors who participate in a fee-for-service or wrap account program offered through their dealer. Under the terms of the fee-for-service arrangement, an investor may be required to pay a service fee to the investor’s dealer.

No sales commission is payable with respect to Series I (Hedged) Units.

Trailing Commissions

With respect to Series A (Hedged) Units, the Manager may pay a quarterly trailing commission to an investor’s dealer based upon the average of the month end Net Asset Value (before any distributions paid on such Valuation Date) of the Series A (Hedged) Units held by such an investor during the quarter. The trailing commission is paid as a portion of the management fee that the Manager receives from the Fund with respect to Series A (Hedged) Units and will not exceed a maximum of 0.80%.

No trailing commission is payable by the Manager to dealers with respect to Series F (Hedged) Units as such Units may only be purchased by investors who participate in a fee-for-service or wrap account program offered through their dealer. Under the terms of the fee-for-service arrangement, an investor may be required to pay a service fee to the investor’s dealer.

No trailing commission is payable with respect to Series I (Hedged) Units.

Know-Your-Client and Suitability

Whether the subscriber for Units is purchasing through his, her or its own dealer or directly from the Manager (in its capacity as dealer), the dealer through whom the Units are purchased has an obligation under applicable securities laws to determine the suitability of the investment for such purchaser, unless the purchaser is a “permitted client” and either waives such requirement or the dealer is otherwise exempt from such requirement. Subscribers

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purchasing directly from the Manager will be required to provide certain information in the subscription agreement (referred to as know-your-client information).

REDEMPTIONS

A Unitholder may surrender Units for redemption as at the last business day of a month and on such other date as the Manager may in its absolute discretion permit from time-to-time (each, a “Redemption Date”). Redemption requests must be made by submitting a request for redemption to the Manager via the Fundserv network or, for Series I (Hedged) Units purchased through the Manager acting as dealer, directly to the Manager, at least 15 days (or such shorter period as the Manager may in its discretion permit) prior to the proposed Redemption Date. Any request for redemption submitted after such date will be processed on the next applicable Redemption Date. Requests for redemption will be accepted in the order in which they are received. Redemptions are irrevocable except with the consent of the Manager (in its absolute discretion) or following a suspension of the right to redeem Units as described below.

The redemption price for Units being redeemed will be equal to the Net Asset Value per Unit of the applicable series of Units being redeemed as at the close of business on the relevant Redemption Date, less applicable deductions. The redemption price paid to a Unitholder may include income and/or capital gains realized by the Fund during the year of redemption. The remaining portion of the redemption price will be paid as proceeds of redemption. See “Declaration of Trust – Distributions”.

The redemption price will be paid to the redeeming Unitholder not later than 5 business days following the Redemption Date specified for such redemption using the Fundserv network, or for Series I (Hedged) Units purchased through the Manager acting as dealer, by wire transfer to the account provided by the Unitholder. Any such payment, unless such payment is not honoured, will discharge the Fund and the Manager and their agents from all liability to the redeeming Unitholder in respect of the payment and the Units redeemed and the Unitholder will cease to have any further rights with respect to such Units as of the Redemption Date. The redemption price will be paid in Canadian dollars unless the Manager chooses to pay such amount in specie and the Unitholder consents to payment of such amount through the transfer of portfolio assets to the redeeming Unitholder.

The Manager may suspend the calculation of the Net Asset Value per Unit, and the right to redeem Units, when required to do so under any applicable securities legislation or at such other times as would be permitted if the Fund were subject to National Instrument 81-102 Investment Funds (as it may be amended or replaced from time-to-time).

Redemption requests which are rejected as at a Redemption Date will be accepted on the next Redemption Date on which redemption requests are honoured in priority to redemption requests made after the deadline for redemption requests in respect of such earlier Redemption Date. Partial redemptions on a Redemption Date will be made on a pro rata basis. Redemption requests are irrevocable unless they are not honoured on a Redemption Date, in which case they may be withdrawn within 15 days following such Redemption Date.

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The Manager will promptly notify Unitholders if (a) redemptions are or will be suspended on a Redemption Date or (b) there is any reduction in the frequency of redemption rights.

The Manager has the right to redeem some or all of the Units owned by a Unitholder on a Redemption Date at the Net Asset Value per Unit thereof, by notice in writing to the Unitholder given at least 15 days before the designated Redemption Date, which right may be exercised by the Manager in its absolute discretion. Typically, the Manager will only exercise this discretion where a Unitholder ceases to meet the eligibility criteria with respect to the series of Units held by the Unitholder or where the Unitholder’s continued investment in Units is detrimental to the Fund.

The Fund is intended as a long-term investment. As a result, the Manager may, in its discretion, charge a Unitholder a short-term redemption fee of up to 2% of the Net Asset Value of the Units being redeemed, if the Unitholder redeems the Unitholder’s investment in Units within a short period of time after subscription (generally 60 days or less). Typically, the Manager will only exercise this discretion where such a redemption by a Unitholder is detrimental to the Fund or other Unitholders.

COMPUTATION OF NET ASSET VALUE

As at 4:00 p.m. (Toronto time) or such other time that the TSX closes on a business day, on the last business day of each month and on each such other day as the Manager determines (each, a “Valuation Date”), the Manager will determine the Net Asset Value of the Fund, the Net Asset Value of each series of Units (the “Net Asset Value of each Series”) and the Net Asset Value of each Unit of each series (the “Net Asset Value per Unit”).

The Net Asset Value of the Fund on any Valuation Date is the value of the Fund’s assets less an amount equal to the Fund’s liabilities on such Valuation Date, after any distributions paid by the Fund but before any subscription amounts received by the Fund or redemption proceeds paid by the Fund on such Valuation Date.

Currently, the Fund offers three series of Units of one class, the Hedged Class. For the series of Units of the Hedged Class, the Fund’s assets allocated to each such series includes the series’ proportionate share of the foreign currency hedging derivatives and related expenses. If the Fund were to offer series of Units of an Ordinary Class (i.e., series of Units of a class that do not hedge foreign currency exposure) in the future, the Fund’s assets allocated to each such series of Units would not include the series’ proportionate share of the foreign currency hedging derivatives and related expenses.

The Net Asset Value of each Series will generally increase or decrease proportionately with the increase or decrease in the Net Asset Value of the Fund (before the deduction of series-specific fees, expenses and other deductions and, if applicable, the allocation of a series’ proportionate share of the foreign currency hedging derivatives and related expenses), and the Net Asset Value per Unit shall be determined (after deduction of series-specific fees, expenses and other deductions and, if applicable, the allocation of a series’ proportionate share of the

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foreign currency hedging derivatives and related expenses) by dividing the Net Asset Value of each Series by the number of Units of such series outstanding.

Valuation Principles

The portfolio securities of the Fund are valued at the close of business (the “valuation

time”) on each Valuation Date. The value of the portfolio securities and other assets of the Fund will be calculated in such manner as the Manager shall determine from time-to-time. The Manager has determined that the value of the portfolio securities and other assets of the Fund will be calculated at prices that represent the fair value of such assets as determined in accordance with the Manager’s pricing policies and procedures (“Pricing Policies”). The following is a summary of the Manager’s Pricing Policies. Such Pricing Policies may be revised at any time and without notice at the sole discretion of the Manager:

(a) Debt securities for which market quotations are readily available (other than short-term obligations with a remaining maturity of sixty days or less) are generally valued at market price on the basis of valuations furnished to the Fund by a pricing service approved under the Pricing Policies, which service determines valuations for normal, institutional size-trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.

(b) Dealer bid quotations may be used to value debt and equity securities where a pricing service does not price a security or where a pricing service does not provide a reliable price for the security.

(c) In instances where dealer bid quotations are not available, certain securities held by the Fund may be valued on the basis of a price provided by a principal market maker. The prices provided by the principal market makers may differ from the value that would be realized if the securities were sold.

(d) Short-term obligations with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value.

(e) Options, interest rate futures and options thereon that are traded on exchanges are valued at their last sale price as of the close of such exchanges.

(f) Securities for which current market quotations are not readily available and all other assets are valued at fair value as determined in good faith under the Pricing Policies.

(g) Generally, trading in non-U.S. government securities and other fixed-income securities, as well as trading in equity securities in markets outside the United States and Canada, is substantially completed each day at various times prior to the time the Net Asset Value is calculated on a Valuation Date. Securities traded on a non-U.S. and non-Canadian exchange will be valued at their market price on the foreign exchange. The value of other securities principally traded outside the

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United States and Canada will be computed as of the completion of substantial trading for the day on the markets on which such securities principally trade. Securities principally traded outside the United States and Canada will generally be valued several hours before the time the Net Asset Value is calculated on a Valuation Date. Occasionally, events affecting the value of securities principally traded outside the United States may occur between the completion of substantial trading of such securities for the day and the time the Net Asset Value is calculated on a Valuation Date, which events will not be reflected in the Net Asset Value of the Fund. If, in the determination of the Manager or persons acting at its direction including the Investment Adviser, events materially affecting the value of the Fund’s securities occur during such period, then these securities may be fair valued at the time the Fund determines its Net Asset Value by or pursuant to procedures approved by the Manager. When fair valuing its securities, the Fund may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time the Net Asset Value of the Fund is calculated.

(h) Equity securities, including closed-end investment funds, for which market quotations are readily available, are valued at market value, as reported by pricing services approved by the Manager. Such pricing services generally use the security’s last sale price on the exchange or market where primarily traded or, if there is no reported sale during the day, the closing bid price. Securities traded on the NASDAQ National Market are valued at the NASDAQ Official Closing Price (“NOCP”), or if lacking an NOCP, at the most recent bid quotation on the NASDAQ National Market.

Because of fair value pricing, securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced based on independent sources to the extent appropriate or by another method that the Manager believes is more likely to result in a price that reflects fair value. The Fund may also value securities at fair value or estimate their value pursuant to procedures approved by the Manager in other circumstances such as when extraordinary events occur after the close of the relevant market but prior to the time the Net Asset Value is calculated. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuer’s security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S., Canadian and/or foreign markets).

Trading in some of the portfolio securities of the Fund takes place in various markets outside the United States and Canada on days and at times other than before the time the Net Asset Value is calculated on a Valuation Date. Therefore, the calculation of the Net Asset Value of the Fund does not take place at the same time as the prices of certain of its portfolio securities are determined, and the value of the Fund’s portfolio may change on days when the Net Asset Value of the Fund is determined and Units may not be subscribed for or redeemed.

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The Declaration of Trust contains details of the liabilities to be included in calculating the Net Asset Value of the Fund, the Net Asset Value of each Series and the Net Asset Value per Unit. The liabilities of the Fund include, without limitation, all bills, notes and accounts payable, all expenses incurred or payable by the Fund, including, but not limited to, management fees and amounts to be reimbursed to the Manager, all contractual obligations for the payment of money or property, all allowances authorized or approved by the Manager, in its capacity as trustee, for taxes (if any) or contingencies and all other liabilities of the Fund. In making the calculation of the Net Asset Value of the Fund, the Net Asset Value of each Series and the Net Asset Value per Unit, the Manager will use the latest reported information available to it on each Valuation Date. The purchase or sale of portfolio securities by the Fund will be reflected in the first calculation of the Net Asset Value of the Fund, the Net Asset Value of each Series and the Net Asset Value per Unit after the date on which the transaction becomes binding.

The Fund will calculate its Net Asset Value in accordance with the valuation principles set out above, which may not be the same as International Financial Reporting Standards (“IFRS”). The Net Asset Value calculated for the purpose of subscriptions, redemptions and other purposes may be different from the net assets reported in the financial statements of the Fund, which are prepared in accordance with IFRS.

If required, the financial statements of the Fund will contain a reconciliation of the net assets that are reported in such financial statements in accordance with IFRS to the Net Asset Value used by the Fund for all other purposes, as determined in accordance with the valuation principles set out above.

DECLARATION OF TRUST

The rights and obligations of the Manager, in its capacity as trustee of the Fund, and the Unitholders of the Fund are governed by the Declaration of Trust (as amended from time-to-time). The following is a summary of the Declaration of Trust. This summary is not intended to be complete and each investor should carefully review the Declaration of Trust itself for full details of these provisions.

The Units

The Manager has the sole discretion to determine whether the beneficial interests in the Fund are to be divided into one or more classes and/or series of Units, the attributes that shall attach to each class and series of Units and whether any series of Units should be redesignated as or converted into a different series of Units from time-to-time. Currently, one class of Units, the Hedged Class, has been created, of which three different series, Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units, are being offered hereby. Each Unit is without nominal or par value and entitles the holder thereof to one vote at all meetings of Unitholders of the Fund where all Unitholders of all series vote together and to one vote at all meetings of Unitholders of the Fund where that particular series votes separately as a series. Each Unit of a particular series entitles the holder thereof to participate pro rata, in accordance with the provisions of the Declaration of Trust, with respect to all distributions made to that series (except with respect to Expense Distributions, as defined below, and distributions of income and capital gains to Unitholders upon the redemption of Units) and, upon liquidation of the Fund, to

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participate pro rata with the other Unitholders of that same series in the Net Asset Value of such series remaining after the satisfaction of outstanding liabilities of the Fund in accordance with the provisions of the Declaration of Trust. Once the subscription price thereof has been paid, Units shall be non-assessable so that there shall be no liability for future calls or assessments with respect to the Units. Each Unit of a particular series may be redesignated or converted by the Manager as or into a Unit of another series based on the respective Net Asset Value per Unit for each of the two series of Units on the date of the redesignation or conversion. Fractional Units may be issued and shall be proportionately entitled to all the same rights as whole Units of the same series, except voting rights (however fractional Units held by a single Unitholder may be combined). There is no limit to the number of Units, classes or series that may be issued.

Redemptions

Redemption rights are described above under the heading “Redemptions”.

Distributions

The Fund will distribute to its Unitholders a sufficient amount of its net income and net realized capital gains for each taxation year so that the Fund will not be liable in any taxation year for income tax under Part I of the Tax Act, other than alternative minimum tax.

The Fund intends to distribute income quarterly and capital gains annually in December. Quarterly distributions may also include capital gains and capital. The Fund may pay distributions of income, capital gains and capital on any other Valuation Dates as the Manager in its discretion may decide.

All distributions paid by the Fund (other than distributions paid on the redemption of Units) will be automatically reinvested in additional Units of the same series on which the distributions were paid, on the Valuation Date of the distribution at the Net Asset Value per Unit thereof, unless a Unitholder provides the Manager with a written request to receive distributions in cash.

If the Manager agrees to accept a reduction or provide a rebate of all or any portion of a Unitholder’s share of fees, including with respect to management fees payable by the Fund with respect to Series A (Hedged) Units and Series F (Hedged) Units, or expenses of the Fund on condition that such an amount otherwise payable by the Fund is paid to the Unitholder, the Fund will distribute to the Unitholder an amount equal to the reduction or rebate (an “Expense

Distribution”). Expense Distributions, if any, will be distributed by the Fund at such intervals as prescribed from time-to-time by the Manager and will be payable first out of the net income and net realized capital gains of the Fund, and otherwise out of capital. All Expense Distributions are in the sole and absolute discretion of the Manager.

In addition, the Fund may distribute some or all of its net income and net realized capital gains for a year to a Unitholder who redeem Units of the Fund during the year. The Manager has the sole discretion to determine the amount of income and capital gains, if any, to be distributed to such a Unitholder, provided that the amount shall not exceed the Unitholder’s share of the Fund’s undistributed income and capital gains as determined by the Manager in its sole discretion.

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Fiscal Year

The fiscal year of the Fund shall end on December 31 in each year.

Indemnification of the Manager (in its Capacity as Trustee of the Fund)

Pursuant to the Declaration of Trust, the Manager, in its capacity of trustee of the Fund, and its affiliates, and their respective directors, officers, employees and agents will be indemnified and saved harmless out of the assets of the Fund from and against all claims whatsoever, including costs (including legal costs on a solicitor and his own client basis), charges and expenses in connection therewith, that is brought, commenced or prosecuted against it or any of them for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the duties as trustee of the Fund, and also from and against all other costs (including legal costs on a solicitor and his own client basis), charges, and expenses which it or any sustains or incurs in or about or in relation to the affairs of the Fund, except as such may be incurred as a result of the Manager, in its capacity of trustee of the Fund, failing to exercise its powers and discharge its duties honestly, in good faith and in the best interests of the Fund and to perform its duties to the standard of care, diligence and skill a reasonably prudent person would exercise in the circumstances.

Unitholder Meetings

Meetings of the Unitholders may be convened by the Manager at such time and on such day as the Manager may from time-to-time determine, for the purpose of considering the matters required or desired to be placed before such meetings, and for the transaction of such other matters as the Manager determines. Details regarding the calling and holding of Unitholder meetings are set out in the Declaration of Trust.

Any action which may be taken by Unitholders at a meeting of Unitholders may also be taken and exercised by a resolution in writing signed by Unitholders who hold not less than a majority of the votes determined pursuant to the provisions of the Declaration of Trust. Notice of any such written resolution shall be given by the Manager to the Unitholders within 30 days of the date on which the resolution was passed.

No action taken by Unitholders at any meeting of Unitholders or by a written resolution of Unitholder shall in any way bind the Fund or the Manager without the approval of the Manager.

Amendment

Subject to the foregoing, any provision of the Declaration of Trust may be amended, deleted, expanded or varied by Manager in its capacity as trustee of the Fund. No amendment may be made which materially adversely affects the interests of the Unitholders of the Fund as a whole and/or of a class or series of Units of the Fund unless the Manager, in its capacity as trustee of the Fund, either:

(a) obtains the approval of not less than a majority of the votes cast at a meeting of Unitholders of the Fund or that class or series, as the case may be, duly called for

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the purpose of considering the proposed change (or by written resolution in accordance with the Declaration of Trust); or

(b) gives at least 60 days’ written notice of the proposed change to the affected Unitholders in accordance with the Declaration of Trust and each such Unitholder has been given the opportunity to redeem all of such Unitholder’s Units prior to the effective date of such change.

All persons remaining or becoming Unitholders after the effective date of such change shall be bound by such change.

Term and Termination

The Fund has no fixed term. The Manager may, in its discretion, terminate the Fund or a class or series of the Fund by giving Unitholders 60 days’ prior written notice of the proposed termination. The Manager may resign as trustee of the Fund by giving written notice to the Unitholders 90 days prior to the date when such resignation shall take effect. Such resignation will take effect on the date specified in the notice, unless at or prior to such date a successor trustee is appointed by the Unitholders, in which case the Manager’s resignation shall take effect immediately upon the appointment of this successor trustee. If a successor trustee cannot be found within the 90-day period, the Manager, in its capacity as trustee of the Fund, will, upon the expiration of this 90-day period, terminate the Fund.

In the event that the Manager, in its capacity of trustee of the Fund, becomes incapable of acting or if, for any cause, a vacancy shall occur in the office of trustee, the Manager, in its capacity of trustee of the Fund, will or, if the Manager fails to do so, any Unitholder may call a meeting of Unitholders within 30 days after such incapacity or vacancy for the purpose of appointing a successor trustee. If the Unitholders do not appoint a permanent successor trustee at such meeting, the Fund will be terminated.

In effecting the termination of the Fund, class or series, the Manager, in its capacity of trustee of the Fund, will determine whether to sell all non-cash assets of the Fund. The Manager, in its capacity of trustee of the Fund, will be entitled to retain out of any moneys in its hands full provision for all costs, charges, expenses, claims and demands incurred, made or reasonably anticipated by the Manager in connection with or arising out of the termination of the Fund, class or series and the distribution of the assets of the Fund, class or series to Unitholders and out of the moneys so retained to be indemnified and saved harmless against any such costs, charges, expenses, claims and demands.

Expenses

The Manager and/or the Investment Adviser are responsible for all costs and expenses incurred in connection with the formation and organization of the Fund.

The Fund is responsible for all costs and operating expenses incurred by the Manager in connection with the ongoing activities of the Fund, including but not limited to:

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(a) management fees, trustee fees, third party fees and administrative expenses of the Fund, accounting and legal costs, insurance premiums, custodial fees, registrar and transfer agency fees and expenses, bookkeeping and recordkeeping costs, Unitholder communication expenses, costs and expenses of financial and other reports to Unitholders, costs and expenses of preparing the Fund’s disclosure documents including this Offering Memorandum, the cost of maintaining the Fund’s existence, regulatory fees and expenses, participation fees payable by the Manager to securities regulatory authorities, HST and other applicable taxes, and all reasonable extraordinary or non-recurring expenses; and

(b) fees and expenses relating to the Fund’s portfolio investments, including the cost of securities, interest on borrowings and commitment fees and related expenses payable to lenders and counterparties, brokerage fees, commissions and expenses, and banking fees.

To the extent that such expenses are borne by the Manager, the Manager shall be reimbursed by the Fund from time-to-time.

The foregoing expenses will be allocated by the Manager to each series of Units of the Fund on the basis that (i) all Series Expenses (as defined below) shall be allocated only to the series of Units of the Fund in respect of which the Series Expenses were incurred, and (ii) each type of Common Expense (as defined below) shall be allocated among the series of Units of the Fund as determined by the Manager, in its sole discretion (generally based on respective Net Asset Values of each Series). In this regard, “Common Expenses” means all expenses of the Fund other than Series Expenses; and “Series Expenses” in respect of any particular series of Units means the expenses of the Fund (including but not limited to management and other fees and, if applicable, a series’ proportionate share of the expenses related to foreign currency hedging derivatives) that relate only to that series.

The Manager may absorb some of the Fund’s expenses from time-to-time, in its absolute discretion. The Manager currently intends to absorb certain of the Fund’s expenses, such that the Fund’s expenses will not exceed 0.10% of the Net Asset Value of the Fund (“Expense Cap”). The Manager may cease absorbing any expenses of the Fund at any time in its sole discretion, including with respect to the absorption of expenses associated with the Expense Cap, but shall provide 45 days’ prior notice to Unitholders if the Manager ceases to absorb expenses such that the Fund’s expenses will exceed the Expense Cap.

UNITHOLDER REPORTING

Within 90 days after the end of each fiscal year, the Manager will forward to each Unitholder an annual report for such fiscal year consisting of (i) if requested, audited financial statements for such fiscal year together with a report of the auditor on such financial statements; and (ii) tax information to enable each Unitholder to properly complete and file the Unitholder’s tax returns in Canada in relation to an investment in Units.

Within 60 days following the end of the first six months of each fiscal year, the Manager will forward to each Unitholder, if requested, unaudited semi-annual financial statements.

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The Manager will also make available to each Unitholder monthly unaudited financial information respecting the Net Asset Value per Unit of the Units.

The Manager will deliver or make available such other reports to Unitholders as are from time-to-time required by applicable law, including quarterly account statements within 10 business days of the end of each quarter for those Unitholders for whom the Manager acts as dealer on the trade, unless a Unitholder requests to receive such statements on a monthly basis or unless a transaction was effected during the month, in which case the Unitholder will receive monthly statements within 10 business days of the end of the month.

The Manager will make available senior representatives of the Investment Adviser to present to Unitholders about the Fund on an annual basis.

Such information and reports will be available on the Manager’s website at www.ngam.natixis.com.

CUSTODIAN

The Manager has the authority to appoint one or more custodians of the Fund. State Street Trust Company of Canada, Toronto, Ontario, has been appointed the custodian of the Fund’s portfolio securities pursuant to a custodian agreement dated May 6, 2006, as amended, (the “Custodian Agreement”) among the Manager, certain mutual funds managed by the Manager (including the Fund) and State Street Trust Company Canada. Under the Custodian Agreement, all cash, securities and other assets of the Fund shall be held by the custodian, an authorized foreign bank (which may include itself or any of its affiliates) or its subcustodians. The Custodian Agreement is for an indefinite term and may be terminated by any party on 90 days’ prior written notice. If the Manager receives notice of resignation or termination from, or issues a notice of termination to, the custodian, the Manager will provide notice to Unitholders at least 30 days prior to the change (unless such change is triggered by one of the limited circumstances under which no prior notice is required, in which case the Manager will provide notice to Unitholders within 30 days after the change).

REGISTRAR AND TRANSFER AGENT

Pursuant to a securityholder services agreement dated May 4, 2006, as amended, International Financial Data Services (Canada) Limited (“IFDS”) has been appointed by the Manager as the registrar and transfer agent of the Fund. IFDS maintains the registers of securities of the Fund at its offices in Toronto, Ontario. If the Manager receives notice of resignation or termination from, or issues a notice of termination to, the registrar and transfer agent, the Manager will provide notice to Unitholders at least 30 days prior to the change (unless such change is triggered by one of the limited circumstances under which no prior notice is required, in which case the Manager will provide notice to Unitholders within 30 days after the change).

AUDITOR

The auditor of the Fund is Deloitte LLP, Toronto, Ontario, which shall continue in such office until it has resigned or has been terminated by the Manager. The Manager shall appoint

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any successor auditor. The Manager will provide notice to Unitholders if the Manager or the Fund receives notice of resignation or termination from, or issues a notice of termination to, the auditor.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

This section provides a general summary of the Canadian federal income tax considerations, as of the date hereof, for the Fund and prospective investors who acquire Units under this Offering Memorandum and who, for the purposes of the Tax Act, is an individual (other than a trust) resident in Canada, who holds Units of the Fund as capital property, deals at arm’s length with the Fund and is not affiliated with the Fund. This summary is based on the current provisions of the Tax Act and the regulations made under the Tax Act (the “Regulations”), specific proposals to amend the Tax Act and the Regulations that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof and the published administrative practices and assessing policies of the CRA. This summary does not otherwise take into account or anticipate any other changes in law, whether by legislative, government, or judicial decision or action or changes in the administrative practices of the CRA. This summary does not take into account or consider any provincial, territorial or foreign income tax considerations.

This summary is of a general nature only. It is not exhaustive of all possible income

tax considerations and is not intended to be legal or tax advice to any particular investor.

Prospective investors should consult their own tax adviser about their particular

circumstances.

The Fund is a “unit trust”, but is not expected to qualify as a “mutual fund trust” under the Tax Act. The Fund will not be a “SIFT trust” under the Tax Act. The Fund will not become a “registered investment” under the Tax Act. This summary assumes that no more than 50% of the fair market value of the Fund will at any time be held by one or more “financial institutions”, as defined for the purposes of the mark-to-market rules in the Tax Act, and that no Units of the Fund will be held by a non-resident or other “designated beneficiary”, as defined for the purposes of Part XII.2 of the Tax Act.

Taxation of the Fund

The Fund will distribute to its Unitholders a sufficient amount of its net income and net realized capital gains for each taxation year so that the Fund will not be liable in any taxation year for income tax under Part I of the Tax Act, other than alternative minimum tax. The Fund is not entitled to claim a capital gains refund under the Tax Act and may be subject to alternative minimum tax.

The Fund is required to calculate its net income, including net taxable capital gains, in Canadian dollars, for each taxation year according to the rules in the Tax Act. Foreign source income received by the Fund will generally be net of any taxes withheld in the foreign jurisdiction. The foreign taxes so withheld will be included in the calculation of the Fund’s income. Gains and losses from cash-settled options, futures and other derivatives are generally treated as income rather than capital gains, though in certain situations, gains and losses on

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derivatives used by the Fund as a hedge to limit gains and losses on a specific capital asset or group of capital assets held by the Fund may be a capital gain or capital loss. Gains and losses from short sales are generally treated as income rather than capital gains.

In certain circumstances, losses realized by the Fund may be suspended or restricted and, as a result, would not be available to shelter income and/or capital gains. For example, the Fund will experience a “loss restriction event” when an investor (counted together with affiliates) becomes the holder of Units worth more than 50% of the Fund unless the Fund satisfies certain investment diversification and other conditions as stipulated under the Tax Act. Each time the Fund experiences a loss restriction event, the taxation year of the Fund will be deemed to end and the Fund will be deemed to realize its capital losses. The Fund may elect to realize its capital gains to offset capital losses and non-capital losses. Generally, any undeducted losses will expire and may not be deducted in future years. The Declaration of Trust provides for the automatic distribution to Unitholders of a sufficient amount of net income and net realized capital gains for each taxation year (including a taxation year that is deemed to end) so that the Fund will not be liable for income tax under Part I of the Tax Act, other than alternative minimum tax. The Declaration of Trust also provides that this distribution is automatically reinvested in Units of the Fund and the Units are immediately consolidated to the pre-distribution Net Asset Value.

All of the Fund’s deductible expenses, including Common Expenses and Series Expenses will be taken into account in determining the income or loss of the Fund as a whole.

Taxation of Unitholders

Each Unitholder of the Fund is required to include in computing the Unitholder’s income for tax purposes the amount of any net income and the taxable portion of any net realized capital gains paid or payable to the Unitholder by the Fund in the year (including by way of Expense Distribution or redemption distribution), whether the amount is reinvested in additional Units or paid in cash. Distributions to a Unitholder may include income and capital gains that was earned, realized or accrued in the Fund before the Unitholder purchased the Unitholder’s Units.

Distributions of capital by the Fund will not be taxable to a Unitholder but will reduce the adjusted cost base (“ACB”) of the Unitholder’s Units. To the extent that the ACB of a Unitholder’s Units would otherwise be reduced to less than zero, the Unitholder will be deemed to realize a capital gain and subsequently the ACB will be increased to nil.

To the extent permitted by the Act, the Fund will designate the portion of the income distributed to Unitholders as may reasonably be considered to consist of taxable dividends received by the Fund from taxable Canadian corporations and net taxable capital gains. The designated amounts will effectively retain their character for tax purposes and will be treated, respectively, as taxable dividends and taxable capital gains of the investors. Amounts that retain their character as taxable dividends from taxable Canadian corporations will be subject to the gross up and dividend credit rules under the Act. An enhanced gross up and dividend tax credit is available for eligible dividends. Similarly, the Fund may make a designation of its foreign source income so that Unitholders are able to claim a foreign tax credit for foreign taxes paid (but not deducted) by the Fund.

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Upon a redemption or other disposition of a Unit, the Unitholder will realize a capital gain (or a capital loss) to the extent that the proceeds of disposition, less any costs of disposition, are greater (or less) than the ACB to the Unitholder of the Unit. The consolidation of Units is not a disposition for tax purposes. Generally one-half of a capital gain is included as a taxable capital gain in determining a Unitholder’s income and one half of a capital loss may generally be deducted from taxable capital gains in accordance with the provisions of the Act.

Registered Plans

The Fund is not a qualified investment for Registered Plans. If a Registered Plan acquires Units of the Fund, serious adverse tax consequences may arise for the planholder of the Registered Plan and/or the Registered Plan.

RISK FACTORS

Before investing, prospective investors should carefully consider the following risks. The following risk factors do not purport to be a complete explanation of all risks involved

in purchasing Units. Potential investors should read this entire Offering Memorandum

and consult with their legal and other professional advisers before determining to invest in

Units.

Risks Associated with an Investment in the Fund

Speculative Investment

On its own, an investment in the Fund may be deemed speculative and is not intended as a complete investment program. A subscription for Units should be considered only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in the Fund. Investors should review closely the investment objective, investment strategies and investment guidelines to be utilized by the Fund as outlined herein to familiarize themselves with the risks associated with an investment in the Fund.

There is no assurance that the Fund will be able to achieve its investment objective.

General Investment Risk

The Net Asset Value per Unit will vary directly with the market value and return of the investment portfolio of the Fund. There can be no assurance that the Fund will not incur losses. There is no guarantee that the Fund will earn a return.

Fees and Expenses

The Fund is obligated to pay brokerage commissions and legal, accounting, filing and other expenses regardless of whether it realizes profits. Investors in the Fund will bear their share of expenses of the Fund. The Fund will pay management fees to the Manager in respect of Series A (Hedged) Units and Series F (Hedged) Units. Investors in Series I (Hedged) Units will negotiate and pay a management fee directly to the Manager.

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Limited Ability to Liquidate Investment

There is no formal market for Units and one is not expected to develop. This offering of Units is not qualified by way of prospectus, and consequently the resale of Units is subject to restrictions under applicable securities legislation. In addition, Units may not be assigned, encumbered, pledged, hypothecated or otherwise transferred except with the prior written consent of the Manager, which may be withheld in the Manager’s sole and absolute discretion. Accordingly, it is possible that Unitholders may not be able to resell their Units other than by way of redemption of their Units on a Redemption Date, which redemption will be subject to the limitations described under “Redemptions”. Unitholders may not be able to liquidate their investments in a timely manner. As a result, an investment in the Units is suitable only for sophisticated investors who do not require liquidity for their investment and are able to bear the financial risk of the investment for an extended period of time.

Not a Trust Company

The Fund is not a trust company and, accordingly, is not registered under the trust company legislation of any jurisdiction. Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under provisions of that statute or any other legislation.

Not a Public Mutual Fund

The Fund is not subject to the restrictions placed on public mutual funds to ensure diversification and liquidity of the Fund’s portfolio.

Valuation of the Fund’s Investments

Valuation of the portfolio securities and other investments may involve uncertainties and judgmental determinations and, if such valuations should prove to be incorrect, the Net Asset Value of the Fund, the Net Asset Value of each Series and the Net Asset Value per Unit could be adversely affected. Independent pricing information may not at times be available regarding certain of the Fund’s securities and other investments. Valuation determinations will be made in good faith in accordance with the Declaration of Trust and the valuation principles set out herein.

The Fund may from time-to-time invest in securities and other investments which by their nature may be extremely difficult to value accurately. To the extent that the value assigned to any such investment differs from the actual value, the Net Asset Value per Unit may be understated or overstated, as the case may be. In light of the foregoing, there is a risk that a Unitholder who redeems all or part of the Unitholder’s Units while the Fund holds such investments will be paid an amount less than such Unitholder would otherwise be paid if the actual value of such investments is higher than the value designated by the Manager, or such third party appointed by the Manager, to determine Net Asset Value. Similarly, there is a risk that such Unitholder might, in effect, be overpaid if the actual value of such investments is lower than the value designated by the Manager, or such third party appointed by the Manager, to determine Net Asset Value in respect of a redemption. In addition, there is risk that an investment in the Fund by a new investor (or an additional investment by an existing investor) could dilute the value of such investments for existing Unitholders in the Fund if the actual value

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of such investments is higher than the value designated by the Manager or such third party appointed by the Manager to determine Net Asset Value. Further, there is a risk that a new investor in the Fund (or an existing investor that makes an additional investment) could pay more than it might otherwise if the actual value of such investments is lower than the value designated.

Reliance on Manager and the Investment Adviser and Track Record

The success of the Fund will be primarily dependent upon the skill, judgment and expertise of the Manager and its principals and the Investment Adviser and the portfolio managers employed by the Investment Adviser who advise the Fund. Although persons involved in the management of the Fund and the service providers to the Fund have had experience in their respective fields of specialization, the Fund has limited operating and performing history upon which prospective investors can evaluate the Fund’s likely performance. Investors should be aware that the past performance by those involved in the investment management of the Fund should not be considered as an indication of future results.

Further, there is no assurance that the investment techniques employed by the Investment Adviser will achieve the Fund’s investment objective. The portfolio managers of the Investment Adviser will apply their investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that such decisions will produce the desired results.

In the event of the loss of the services of the Manager, the Investment Adviser, or of a key person of the Manager or Investment Adviser, the business of the Fund may be adversely affected.

Dependence of Manager on Key Personnel

The Manager will depend, to a great extent, on the services of a limited number of individuals in the administration of the Fund’s activities. The loss of such individuals for any reason could impair the ability of the Manager to perform its management activities on behalf of the Fund.

Possible Effect of Redemptions

Substantial redemptions of Units could require the Fund to liquidate positions more rapidly than otherwise desirable to raise the necessary cash to fund redemptions and achieve a market position appropriately reflecting a smaller asset base. Such factors could adversely affect the value of the Units redeemed and of the Units remaining.

Potential Indemnification Obligations

Under certain circumstances, the Fund might be subject to significant indemnification obligations in favour of the Manager and other service providers. The Fund will not carry any insurance to cover such potential obligations and, to the Manager’s knowledge, none of the foregoing parties will be insured for losses for which the Fund has agreed to indemnify them. Any indemnification paid by the Fund would reduce the Net Asset Value of the Fund and, by extension, the value of the Units.

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Availability of Investment Strategies

The identification and exploitation of the investment strategies pursued by the Fund involves a high degree of uncertainty. No assurance can be given that the Investment Adviser will be able to locate suitable investment opportunities in which to invest the assets of the Fund.

Regulatory Risk

Securities, tax and other regulators make changes to legislation, rules and administrative practice. Those changes may have an adverse impact on the value of the Fund. Interpretation of the law or administrative practice may affect the characterization of the Fund’s earnings as income or capital gain, which characterization affects the amount of taxable distributions paid by the fund. There can be no assurance that the Canada Revenue Agency (“CRA”) will agree with the tax treatment adopted by the Fund in filing its tax return. The CRA could reassess the Fund on a basis that results in tax being payable by the Fund or in an increase in the taxable component of distributions considered to have been paid to Unitholders.

Unitholders not Entitled to Participate in Management

Unitholders are not entitled to participate in the management or control of the Fund or its operations. Unitholders do not have any input into the Fund’s trading. The success or failure of the Fund will ultimately depend on the indirect investment of the assets of the Fund, with which Unitholders will not have any direct dealings.

Large Investor Risk

Ownership of Units of the Fund may be concentrated in one or a few large investors. These investors may redeem Units in large quantities or on a frequent basis. If a large investor redeems a portion or all of its investment in the Fund or redeems frequently, the Fund may be forced to sell investments at unfavorable times or prices, which can affect the performance of the Fund.

There are tax loss restriction rules that may apply when an investor acquires more than 50% of the Fund, including as a result of redemptions by other investors. Each time this happens, the taxation year of the Fund will be deemed to end (unless the Fund is exempt from the application of the tax “loss restriction event” rules), and an automatic unscheduled distribution of the Fund’s net income and net realized capital gain may occur by virtue of the terms of the Declaration of Trust so that the Fund will not be liable for ordinary income tax under Part I of the Tax Act. Generally, the Fund’s net losses will expire and will not carry forward to future years. As a result, income and capital gain distributions in the future may be larger than they otherwise would have been. The Fund will be exempt from the application of the tax “loss restriction event” rules if it satisfies certain conditions. However, it is not clear whether the Fund will satisfy the necessary conditions. Therefore, there can be no assurances that the Fund will not experience a loss restriction event. There can be no assurances regarding when or to whom the distributions resulting from a loss restriction event will be made.

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Liability of Unitholders

The Declaration of Trust provides that no Unitholder shall be subject to any liability whatsoever, in tort, contract or otherwise, to any person in connection with the investment obligations, affairs or assets of the Fund and all such persons shall look solely to the Fund’s assets for satisfaction of claims of any nature arising out of or in connection therewith. There is a risk, which is considered by the Manager to be remote in the circumstances, that a Unitholder could be held personally liable, notwithstanding the foregoing statement in the Declaration of Trust, for obligations of the Fund to the extent that claims are not satisfied out of the assets of the Fund. It is intended that the operations of the Fund will be conducted in such manner so as to minimize such risk. In the event that a Unitholder should be required to satisfy any obligation of the Fund, such Unitholder will be entitled to reimbursement from any available assets of the Fund.

Trading Errors

In the course of carrying out trading and investing responsibilities on behalf of the Fund, employees of the Manager or Investment Adviser may make “trading errors” — i.e., errors in executing specific trading instructions. Examples of trading errors include: (i) buying or selling an investment asset at a price or quantity that is inconsistent with the specific trading instructions generated by a particular strategy; or (ii) buying rather than selling a particular investment asset (and vice versa). Trading errors are an intrinsic factor in any complex investment process, and will occur notwithstanding the exercise of due care and special procedures designed to prevent trading errors. Trading errors are, therefore, distinguishable from errors in judgment, due diligence or other factors leading to a specific trading instruction being generated, as well as from unauthorized trading or other improper conduct by employees of the Manager or Investment Adviser. Consequently, the Manager will (unless the Manager otherwise determines) treat all trading errors (including those which result in losses and those which result in gains) as for the account of the Fund, unless they are the result of conduct by the Manager or Investment Adviser which is inconsistent with the standard of care applicable to the Manager or Investment Adviser, as the case may be.

No Involvement of Unaffiliated Selling Agent

No outside selling agent unaffiliated with the Manager has made any review or investigation of the terms of this offering, the structure of the Fund or the background of the Manager.

Lack of Independent Experts Representing Unitholders

Each of the Fund and the Manager have consulted with a single legal counsel regarding the formation and terms of the Fund and the offering of Units. Unitholders have not, however, been independently represented. Therefore, to the extent that the Fund, Unitholders or this offering could benefit by further independent review, such benefit will not be available. Each prospective investor should consult the investor’s own legal, tax and financial advisers regarding the desirability of purchasing Units and the suitability of investing in the Fund.

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Custody Risk

The Fund does not control the custodianship of all of its securities. The banks or brokerage firms selected to act as custodians may become insolvent, causing the Fund to lose all or a portion of the funds or securities held by those custodians. Consequently, the Fund may suffer losses.

Series Risk

The Fund currently offers three series of Units. Each series of Units has its own series-specific fees and expenses. If the Fund cannot pay the expenses of one series using that series’ share of the Fund’s assets, the Fund will have to pay those expenses out of the other series’ share of the Fund’s assets attributable to those series. This could lower the investment return of the other series.

Changes in Investment Strategies

The Manager may alter the Fund’s investment objective, strategies and guidelines without prior approval by Unitholders to adapt to changing circumstances, subject to providing Unitholders with at least 60 days’ notice in writing of any changes that it determines in good faith materially adversely affect the interests of the Unitholders of the Fund and each Unitholder is given the opportunity to redeem their Units prior to the effective date of any such changes.

Risks Associated with the Fund’s Underlying Investments

Market Risk

This is the risk that the market value of a security will move up and down, sometimes rapidly and unpredictably, based upon a change in an issuer’s financial condition, as well as overall market and economic conditions. The Investment Adviser will attempt to reduce this risk by implementing various volatility management strategies and techniques. However, there is no guarantee that such strategies and techniques will produce the intended result.

Derivatives Risk

The use of derivative instruments (such as those in which the Fund may invest, including futures contracts, forward contracts, options, warrants and swap transactions) involves special risks. Derivatives are financial contracts whose value depends upon or is derived from the value of an underlying asset, reference rate or index. There is no guarantee that the use of derivatives will be effective or that suitable transactions will be available. Even a small investment in derivatives may give rise to leverage risk and can have a significant impact on the Fund’s exposure to securities markets values, interest rates or currency exchange rates. The Fund’s use of derivatives involves other risks, such as the credit and counterparty risk relating to a dealer or other party to a derivative contract (which is greater for OTC derivatives), the risk of difficulties in pricing and valuation, the risk that changes in the value of a derivative may not correlate as expected with relevant assets, rates or indices, liquidity risk and the risk of losing more than the initial margin required to initiate derivatives positions. There is also the risk that the Fund may be unable to terminate or sell a derivatives position at an advantageous time or price. The use of

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derivatives may cause the Fund to incur losses greater than those which would have occurred had derivatives not been used. It is possible that the Fund’s liquid assets may be insufficient to support its obligations under its derivatives positions. To the extent that the Fund uses a derivative for purposes other than as a hedge, or if the Fund hedges imperfectly, the Fund is directly exposed to the risks of that derivative and any loss generated by the derivative will not be offset by a gain.

Leverage Risk

Use of derivative instruments may involve leverage. Taking short positions also results in a form of leverage. Leverage is the risk associated with securities or practices that multiply small index, market or asset-price movements into larger changes in value. Leverage magnifies the potential for gain and the risk of loss. As a result, a relatively small decline in the value of the underlying investments could result in a relatively large loss. Although the Investment Adviser will seek to manage the Fund’s risk from the leverage associated with derivative investments by closely monitoring the volatility of such investments, the Investment Adviser may not be successful in this respect. The use of leverage will increase the impact of gains and losses on the Fund’s returns, and may lead to significant losses if investments are not successful.

Short Exposure Risk

A short exposure through a derivative may present various risks, including credit/counterparty risk and leverage risk. If the value of the asset, asset class or index on which the Fund has obtained a short investment exposure increases, the Fund will incur a loss. Unlike a direct cash investment like a stock, bond or ETF, where the potential loss is limited to the purchase price, the potential risk of loss from a short exposure is theoretically unlimited. Moreover, there can be no assurance that securities necessary to cover a short position will be available for purchase.

Fixed-Income Securities Risk

Fixed-income securities are subject to credit risk, interest rate risk and liquidity risk. Generally, the value of fixed-income securities rises when prevailing interest rates fall and falls when prevailing interest rates rise. This means that you may lose money on your investment due to unpredictable drops in a security’s value or periods of below-average performance in a given security or in the securities market as a whole. In addition, an economic downturn or period of rising interest rates could adversely affect the market of these securities and reduce the Fund’s ability to sell them. Below investment grade fixed-income securities may be subject to these risks (including the risk of default) to a greater extent than other fixed-income securities. These securities are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. Zero-coupon bonds may be subject to these risks to a greater extent than other fixed-income securities.

Below Investment Grade Fixed-Income Securities Risk

Below investment grade fixed-income securities, also known as “junk bonds,” are rated below investment grade quality and may be considered speculative with respect to the issuer’s continuing ability to make principal and interest payments. To be considered rated below

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investment grade quality, none of the three major rating agencies (S&P, Moody’s or Fitch) must have rated the security in one of their respective top four rating categories at the time the Fund acquires the security or, if the security is unrated, the portfolio managers of the Investment Adviser have determined it to be of comparable quality. Analysis of the creditworthiness of issuers of below investment grade fixed-income securities may be more complex than for issuers of higher-quality debt securities, and the Fund’s ability to achieve its investment objective may, to the extent the Fund invests in below investment grade fixed-income securities, be more dependent upon the portfolio managers' credit analysis than would be the case if the Fund were investing in higher-quality securities. The issuers of these securities may be in default or have a currently identifiable vulnerability to default on their payments of principal and interest, or may otherwise present elements of danger with respect to payments of principal or interest. Below investment grade fixed-income securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher-grade securities. Yields on below investment grade fixed-income securities will fluctuate. If the issuer of below investment grade fixed-income securities defaults, the Fund may incur additional expenses to seek recovery.

Credit/Counterparty Risk

Credit risk is the risk that the issuer or the guarantor of a fixed-income security, or the counterparty to a derivatives or other transaction, will be unable or unwilling to make timely payments of interest or principal or to otherwise honor its obligations. The Fund will be subject to credit risks with respect to the counterparties of its derivative transactions. Many of the protections afforded to participants on organized exchanges, such as the performance guarantee of an exchange clearing house, are not available in connection with OTC derivative transactions, such as foreign currency transactions. As a result, in instances when the Fund enters into OTC derivative transactions, the Fund will be subject to the risk that its counterparties will not perform their obligations under the transactions and that the Fund will sustain losses or be unable to realize gains. Additionally, when the Fund enters into cleared derivatives transactions, the Fund will be subject to the credit risk of the clearinghouse and clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivatives transaction.

Interest Rate Risk

This is the risk that changes in interest rates will affect the value of the Fund’s investments in fixed-income securities, such as bonds, notes, asset-backed securities and other income-producing securities and derivatives. Fixed-income securities are obligations of the issuer to make payments of principal and/or interest on future dates. Increases in interest rates may cause the value of the Fund’s investments to decline. A prolonged period of low interest rates may cause the Fund to have a low or negative yield, potentially reducing the value of an investor’s investment. Generally, the value of fixed-income securities, including short-term fixed-income securities, rises when prevailing interest rates fall and falls when interest rates rise. Interest rate risk generally is greater for funds that invest in fixed-income securities with relatively longer durations than for funds that invest in fixed-income securities with shorter durations. A significant change in interest rates could cause the Net Asset Value of the Fund (and the value of an investor’s investment) to change. The value of zero-coupon bonds may be more sensitive to fluctuations in interest rates than other fixed-income securities.

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Liquidity Risk

Liquidity risk is the risk that the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects. Decreases in the number of financial institutions willing to make markets in the Fund’s investments or in their capacity or willingness to transact may increase the Fund’s exposure to this risk. Events that may lead to increased redemptions, such as market disruptions or increases in interest rates, may also negatively impact the liquidity of the Fund’s investments when it needs to dispose of them. If the Fund is forced to sell its investments at an unfavorable time and/or under adverse conditions in order to meet redemption requests, such sales could negatively affect the Fund. Securities acquired in a private placement are generally subject to greater liquidity risk because they are subject to strict restrictions on resale and there may be no liquid secondary market or ready purchaser for such securities. Non-exchange traded derivatives are generally subject to greater liquidity risk as well. Liquidity issues may also make it difficult to value the Fund’s investments.

Equity Securities Risk

An investor may lose money on an investment in the Fund due to unpredictable declines in the value of individual securities and/or periods of below-average performance in individual securities, industries or in the equity market as a whole. This may impact the Fund’s performance and may result in higher portfolio turnover, which may increase the expenses incurred by the Fund. The market value of a security can change daily due to political, economic and other events that affect the securities markets generally, as well as those that affect particular companies or governments. These price movements, sometimes called volatility, will vary depending on the types of securities the Fund owns and the markets in which they trade. Historically, the equity markets have moved in cycles, and the value of the Fund’s equity securities may fluctuate drastically from day-to-day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response to such trends and developments. Common stocks represent an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of the issuer’s bonds generally take precedence over the claims of those who own preferred stock or common stock.

Foreign Securities Risk

This is the risk associated with investments in issuers located in foreign countries. The Fund’s investments in foreign securities may experience more rapid and extreme changes in value than investments in securities of Canadian or U.S. issuers. The securities markets of many foreign countries are relatively small, with a limited number of issuers and a small number of securities. In addition, foreign companies often are not subject to the same degree of regulation as North American companies. Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from Canadian and U.S. standards. Many countries, including developed nations and emerging markets, are faced with concerns about high government debt levels, credit rating downgrades, the future of the euro as a common currency, possible government debt restructuring and related issues, all of which may cause the value of the Fund’s non-Canadian and non-U.S. investments to decline. Nationalization, expropriation or confiscatory taxation, currency blockage, the imposition of sanctions by the U.S., Canadian or

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governments, political changes or diplomatic developments may also cause the value of the Fund’s non-Canadian and non-U.S. investments to decline. When imposed, foreign withholding or other taxes reduce the Fund’s return on foreign securities. In the event of nationalization, expropriation or other confiscation, the Fund could lose its entire foreign investment. Investments in emerging markets may be subject to these risks to a greater extent than those in more developed markets and securities of developed market companies that conduct substantial business in emerging markets may also be subject to greater risk. These risks also apply to securities of foreign issuers traded in Canada or the United States or through depositary receipt programs. To the extent the Fund invests a significant portion of its assets in a specific geographic region, the Fund may have more exposure to regional political, economic, environmental, credit and information risks. In addition, foreign securities may be subject to increased credit risk because of the potential difficulties of requiring foreign entities to honor their contractual commitments.

Currency Risk

Fluctuations in the exchange rates between different currencies may negatively affect an investment. The Fund may be subject to currency risk because it will invest a significant portion of its assets in securities or other instruments denominated in U.S. dollars or other foreign currencies and it may receive revenues in U.S. dollars and other foreign currencies from such securities or other instruments. The Fund is valued in Canadian dollars; as a result, changes in the value of the Canadian dollar compared to the U.S. dollar and other foreign currencies will affect the value, in Canadian dollars, of any foreign securities or instruments held by the Fund and any revenues received in U.S. dollars and other foreign currencies. For example, if the Canadian dollar rises relative to the U.S. dollar, the Fund’s U.S. holdings will be worth fewer Canadian dollars. This decline in value may reduce, or even eliminate, any return the Fund has earned.

The Fund will use derivatives to attempt to eliminate the effect of fluctuations in the exchange rates between different currencies with respect to Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units, however there is no guarantee that attempts to hedge currency risk will be successful and no hedging strategy can eliminate currency risk entirely. There may be an imperfect correlation between the behaviour of the derivative instrument and the currency being hedged. In addition, the inability to close out derivative positions could prevent the Fund from investing in derivatives to effectively hedge its currency exposure. Should a hedging strategy be incomplete or unsuccessful, the value of the Fund’s assets allocated to Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units can remain vulnerable to fluctuations in currency exchange rates. There may be circumstances in which a hedging transaction may reduce currency gains that would otherwise arise in the valuation of the Fund. The gains or losses on and the costs of such hedging transactions will accrue solely to the Hedged Class of the Fund, including Series A (Hedged) Units, Series F (Hedged) Units and Series I (Hedged) Units.

The Fund may also be subject to currency risk because it may invest a significant portion of its assets in currency-related instruments. The market for some or all currencies may from time-to-time have low trading volume and become illiquid, which may prevent the Fund from

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effecting a position or from promptly liquidating unfavorable positions in such markets, thus subjecting the Fund to substantial losses.

Emerging Markets Risk

This is the risk associated with investing in issuers located in emerging markets, which may be smaller and have shorter operating histories than issuers in developed markets. In addition to the risks of investing in foreign investments generally, emerging markets investments are subject to greater risks arising from political or economic instability, nationalization or confiscatory taxation, currency exchange restrictions, sanctions by the Canadian, U.S. or other governments and an issuer’s unwillingness or inability to make principal or interest payments on its obligations.

Inflation/Deflation Risk

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the present value of future payments. Deflation risk is the risk that prices throughout the economy decline over time (the opposite of inflation). Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio. Because the Fund seeks positive returns that exceed the rate of inflation over time, if the inflation forecasts of the portfolio managers of the Investment Adviser are incorrect, the Fund may be more severely impacted than other funds.

Portfolio Turnover

The Fund expects to engage in active and frequent trading of securities and other instruments. Effects of frequent trading may include high transaction costs, which may lower the Fund’s return. Trading costs associated with frequent trading may adversely affect the Fund’s performance.

Agency Securities Risk

Certain debt securities issued or guaranteed by agencies of the U.S. government are guaranteed as to the payment of principal and interest by the relevant entity but have not been backed by the full faith and credit of the U.S. government. Instead, they have been supported only by the discretionary authority of the U.S. government to purchase the agency’s obligations. An event affecting the guaranteeing entity could adversely affect the payment of principal or interest or both on the security and, therefore, these types of securities should be considered to be riskier than U.S. government securities. In addition, in 2008 the U.S. Treasury Department placed certain government-sponsored companies into conservatorship. The companies remain in conservatorship, and the effect that this conservatorship will have on the companies’ debt and equity securities is unclear.

Mortgage Related and Asset-Backed Securities Risk

In addition to the risks associated with investments in fixed-income securities generally (for example, credit/counterparty and liquidity risks), mortgage-related and asset-backed

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securities are subject to the risks of the mortgages and assets underlying the securities as well as prepayment risk, the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. Conversely, there is a risk that an unexpected rise in interest rates will extend the life of a mortgage-related or asset-backed security beyond the expected prepayment time, typically reducing the security’s value. The Fund also may incur a loss when there is a prepayment of securities that were purchased at a premium. The Fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.

Issuer Risk

The value of the Fund’s investments may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods and services.

Non-Diversification Risk

Compared with other investment funds, the Fund may invest a greater percentage of its assets in a particular issuer and may invest in fewer issuers. Therefore, the Fund may have more risk because changes in the value of a single security or the impact of a single economic, political or regulatory occurrence may have a greater adverse impact on the Net Asset Value of the Fund.

The foregoing statement of risks does not purport to be a complete explanation of all

the risks involved in purchasing the Units. Potential investors should read this entire

Offering Memorandum and consult with their legal, tax and financial advisers, before

making a decision to invest in the Units.

CONFLICTS OF INTEREST

Each of the Manager and the Investment Adviser may face certain conflicts of interest in relation to the Fund, including, without limitation, involvement with other entities utilizing investment strategies similar to those of the Fund and other accounts managed by the Manager or the Investment Adviser. The Manager, the Investment Adviser and their affiliates may from time-to-time conduct business with affiliated funds or other accounts, may deal with the Fund, may have dealings with others who deal with the Fund or be engaged in competitive activities and may earn fees from or receive or provide other consideration from or to any of the foregoing. In particular, the Manager and the Investment Adviser may provide services similar to those provided to the Fund with respect to affiliated funds or other accounts investing directly or indirectly in the Fund.

The Manager or the Investment Adviser may act as portfolio manager or manager for other accounts other than those described herein that utilize investment strategies similar to those of the Fund. There is no limit on the number of other accounts that may be managed or advised by the Manager or the Investment Adviser. Certain investment opportunities may have capacity constraints. See “Statement of Policies – Allocation of Investment Opportunities” for information on how the Investment Adviser allocates investment opportunities among accounts that it advises.

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The Manager is manager and trustee of the Fund and acts as a distributor of Units not otherwise sold through another registered dealer. As a result, the Fund is a related and connected issuer of the Manager. In executing its duties on behalf of the Fund, the Manager will do so in good faith and with a view to the best interests of the Fund and its Unitholders.

STATEMENT OF POLICIES

Privacy Policy

The Manager has adopted a policy outlining collection, use and disclosure of personal information. This policy is available on the Manager’s website at www.ngam.natixis.com.

Neither the Fund, the Manager, the Investment Adviser nor any of their respective affiliates will (a) disclose any confidential information of any Unitholder, including the fact of its participation in the Fund, to any third party, or (b) use the name of any Unitholder in any offering document, press release, published notice or other publication referring to a Unitholder’s investment in the Fund, in each case, without the prior written consent of the Unitholder. However, the Fund, the Manager, the Investment Adviser and their respective affiliates may (i) make any disclosure to the Fund’s custodian or other service providers in connection with the operation of the Fund, and (ii) make any other disclosure regarding a Unitholder’s investment in the Fund determined by the Manager, acting reasonably, to be required by applicable law, regulation or legal process.

Allocation of Investment Opportunities

The business of the Investment Adviser is the investment of client accounts. The orders of the Fund may be executed in competition with the other accounts advised by the Investment Adviser. To manage this potential conflict, the Investment Adviser has implemented Trade Aggregation and Allocation Policies and Procedures, pursuant to which, the Investment Adviser’s policy is to allocate purchase and sale opportunities among its clients’ accounts, including the Fund, in a fair and equitable manner over time. A summary of the general terms of the Investment Adviser’s Trade Aggregation and Allocation Policies and Procedures is described herein.

The Investment Adviser makes decisions to recommend, purchase, sell or hold securities for all of its client accounts, including the Fund, based on the specific investment objective, guidelines, restrictions and circumstances of each account (including, but not limited to, such factors as an account’s existing holdings of the same or similar issuers or sectors, cash position and account size and, in some instances, certain relevant tax considerations) and other relevant factors, which may include but are not limited to, the size of an available purchase or sale opportunity, the availability of other comparable opportunities and Investment Adviser’s desire to treat its clients’ accounts fairly and equitably over time. The goal of the Investment Adviser’s policies and procedures is to act in good faith and to treat all client accounts in a fair and equitable manner over time, regardless of the client’s strategy or fee arrangements.

The decision on which accounts should participate in an investment opportunity, and in what amount, is based on the type of security or other asset, the present or desired structure of the various portfolios and the nature of the account’s investment objective. Other factors include

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risk tolerance, tax status, permitted investment techniques and, for fixed-income accounts, the size of the account, number of bonds available and other practical considerations. As a result, different price limits may exist for buying or selling a security in different accounts.

The Investment Adviser’s policy is to allocate purchase opportunities, including securities being offered in private placements, initial public offerings, secondary offerings and other investment opportunities that may have limited availability, and sale opportunities it identifies as being appropriate for particular client accounts, among its clients’ accounts, on a fair and equitable basis over time. Because it is not possible to allocate every purchase or sale opportunity to every client for which the opportunity would be appropriate and desirable, particular clients may not participate in transactions that would be appropriate and desirable for those clients, as a result of the Investment Adviser’s decision to allocate those particular opportunities to other client accounts. Sometimes, however, investment opportunities are in short supply and there are not enough securities available to create a meaningful holding in every account for which the security might be a suitable investment. In these cases, the Investment Adviser’s policies allow it to allocate available securities among accounts with investment objectives most closely aligned to the investment’s attributes.

Unitholders should understand that, notwithstanding the fact that certain client accounts may have the same individual portfolio manager and similar investment objectives, investment guidelines, risk tolerances and asset size, there may often be differences in portfolio security composition among such clients’ accounts, especially fixed income client accounts, due in part to the timing of the accounts’ entering the market and the liquidity, pricing and credit opinion (as applicable) of the available securities at such times and, in some cases, the tax sensitivities of the clients. However, the Investment Adviser intends that the portfolio manager of such client accounts will generally seek to manage such accounts in a way that they will generally have similar portfolio characteristics (such as industry and sector weightings, average credit quality and duration, as applicable) where appropriate and feasible.

When the Investment Adviser believes it is desirable, appropriate and feasible to purchase or sell the same security for a number of client accounts at the same time, the Investment Adviser may (but is not obligated to) aggregate its clients’ orders (“Aggregated

Orders”), including orders on behalf of affiliated clients and funds, in a way that seeks to obtain more favorable executions, in terms of the price at which the security is purchased or sold, the cost of the execution of the orders, and the efficiency of the processing of the transactions. Subject to certain exceptions, all client accounts participating in an Aggregated Order, including affiliated clients and funds, will participate at the average price at which the Aggregated Order was executed and will bear a pro rata portion of the execution cost of the Aggregated Order. When an Aggregated Order cannot be completely filled on the day it is placed in the market for execution, the portion of the Aggregated Order that is filled on any particular day will generally be allocated to each account participating in the Aggregated Order on a pro rata basis relative to the number of securities that were intended to be traded (i.e., trade order size) for each account participating in that Aggregated Order, such accounts will generally participate at the average price at which such partially-filled Aggregated Order was executed and will bear a pro rata portion of the execution cost of the partially-filled Aggregated Order for such day.

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Notwithstanding the above, the Investment Adviser may allocate investments purchased or sold in a manner that is other than pro rata, when a pro rata allocation would be impractical or would lead to an inefficient or undesirable result.

Personal Trading

Each of the Manager and the Investment Adviser has adopted a policy intended to restrict and monitor all personal trading by the respective employees of the Manager and the Investment Adviser in order to ensure that there is no conflict between such personal trading and the interests of the investment funds and accounts managed and/or advised by the Manager and the Investment Adviser and their other clients. Failure to comply with each policy is cause for disciplinary action.

Brokerage Arrangements

Decisions as to the purchase and sale of portfolio securities and decisions as to the execution of all portfolio transactions, including selection of market, dealer or broker, and the negotiation, where applicable, of commissions, are made by the Investment Adviser as provided under the Investment Advisory Agreement.

The Investment Adviser has a duty to seek best execution as provided and defined in the Investment Advisory Agreement. In selecting dealers, various factors will be considered in the context of any particular trade, including but not limited to: (i) price, (ii) size and type of transaction, (iii) commission, (iv) speed and certainty of execution, (v) market, (vi) liquidity, (vii) reliability and trading relationship with the dealer, and/or (viii) the provision of additional brokerage and research products and services.

To the extent that these factors offered by more than one dealer or broker are comparable, the Investment Adviser may, in its discretion, choose to effect portfolio transactions with dealers and brokers who provide research goods and services and/or order execution goods and services to the Fund. Such services include order execution, goods and services directly related to order execution, advice relating to the value of a security or the advisability of effecting a transaction in a security; an analysis or report concerning a security, portfolio strategy, issuer, industry or an economic or political factor or trend and a database or software, to the extent it supports such services.

ANTI-TERRORISM AND ANTI-MONEY LAUNDERING LEGISLATION

The Manager is required to comply with all applicable laws, regulations and administrative pronouncements concerning money laundering and other criminal activities (“Anti-Money Laundering Laws”). In furtherance of those efforts, a subscriber for Units will be required to provide certain information and documentation and make a number of representations to the Manager regarding the source of subscription monies and other matters. The subscription agreement contains detailed guidance on whether identification verification materials will need to be provided with the subscription agreement and, if so, a list of the documents and information required.

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A Unitholder will be required to promptly notify the Manager if, to the knowledge of the Unitholder, any of its representations with respect to Anti-Money Laundering Laws cease to be true and accurate. A Unitholder must agree to provide to the Manager, promptly upon receipt of the Manager’s written request therefor, any additional information regarding the Unitholder or their beneficial owner(s) that the Manager deems necessary or advisable to ensure compliance with all Anti-Money Laundering Laws. If at any time it is discovered that a Unitholder’s representations with respect to Anti-Money Laundering Laws are incorrect, or if otherwise required by Anti-Money Laundering Laws, the Manager may undertake appropriate actions to ensure that the Manager is in compliance with all such Anti-Money Laundering Laws. The Manager may release confidential information about a Unitholder and, if applicable, any underlying beneficial owner(s), to governmental authorities.

LEGAL MATTERS

Purchase and Resale Restrictions

The Units are being offered on a private placement basis in reliance upon prospectus exemptions under applicable securities legislation in each of the provinces and territories of Canada. Resale of the Units will be subject to restrictions under applicable securities legislation, which will vary depending upon the relevant jurisdiction. Generally, the Units may be resold only pursuant to an exemption from the prospectus requirements of applicable securities legislation, pursuant to an exemption order granted by appropriate securities regulatory authorities or after the expiry of a hold period following the date on which the Fund becomes a reporting issuer under applicable securities legislation. It is not anticipated that the Fund will become a reporting issuer. In addition, Unitholders reselling Units may have reporting and other obligations. Accordingly, Unitholders are advised to seek legal advice with respect to such restrictions. Resale of Units is also restricted under the terms of the Declaration of Trust. Transfers will generally only be permitted in exceptional circumstances, such as to an affiliate of a Series I Unitholder, provided such transferee is not a “designated beneficiary” of the Fund, as such term is defined in Part XII.2 of the Tax Act. Accordingly, each prospective investor must be prepared to bear the economic risk of the investment for an indefinite period.

Each purchaser of Units will be required to deliver to the Fund a subscription agreement in which such purchaser will represent to the Fund that such purchaser is entitled under applicable provincial securities laws to purchase such Units without the benefit of a prospectus qualified under such securities laws.

Cooling-off Period

Securities legislation in certain provinces may give a purchaser certain rights of rescission, against the registered dealer who sold Units to them, but those rights must be exercised within a certain time period as little as forty-eight (48) hours) following the purchase of Units.

Rights of Action for Damages or Rescission

Securities legislation in certain of the Offering Jurisdictions provides that a purchaser has or must be granted rights of rescission or damages, or both, where this Offering Memorandum

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and any amendment hereto contains a Misrepresentation. However, such rights and remedies, or notice with respect thereto, must be exercised by the purchaser within the time limits prescribed by the applicable securities legislation. Notwithstanding that the securities legislation of each of British Columbia, Alberta and Québec does not require the Fund to provide Unitholders resident in these provinces with such rights, the Fund is providing contractual rights of rescission or damages, or both, where this Offering Memorandum and any amendment hereto contains a Misrepresentation, to Unitholders resident in British Columbia, Alberta and Quebec.

As used herein, “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement in the Offering Memorandum or any amendment hereto not misleading in light of the circumstances in which it was made. A “material fact” means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the Units.

A summary of these rights of rescission or damages is provided in Schedule “A” attached hereto. The summary contained in this Offering Memorandum (including Schedule “A”) is subject to the express provisions of the securities legislation in each of the jurisdictions, and the regulations, rules and policy statements under such legislation, and reference is made to such legislation, regulations, rules and policies for the complete text of such provisions. Unitholders should consult with their legal advisers to determine whether and the extent to which they may have a right of action or rescission in their province or territory of residence. The rights discussed in Schedule “A” are in addition to and without derogation from any other rights or remedies available at law to a purchaser of Units.

TOR01: 6172222: v23



NGAM Canada LP

145 King Street West

Suite 1500

Toronto, Ontario M5H 1J8

Telephone No.: 416-775-3727 or 1-866-378-7119

Email: [email protected]

www.ngam.natixis.com



SCHEDULE “A”

Rights of Action for Damages or Rescission

Rights for Unitholders in Ontario

If this Offering Memorandum, together with any amendment hereto, is delivered to a Unitholder resident in Ontario and contains a Misrepresentation, without regard to whether the Misrepresentation was relied upon by the Unitholder, the Unitholder will have a right of action against the Fund for damages or, alternatively, while still the owner of the purchased Units, for rescission, provided that:

1. no action may be commenced to enforce a right of action:

(a) for rescission more than 180 days after the date of the purchase; or

(b) for damages more than the earlier of (i) 180 days after the Unitholder first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of purchase;

2. the rights conferred here are in addition to and without derogation from any other rights or remedies available at law to the Unitholder;

3. the Fund will not be liable if it proves that the Unitholder purchased the Units with knowledge of the Misrepresentation;

4. the Fund will not be liable for a Misrepresentation in forward-looking information if the Fund proves that:

(a) this Offering Memorandum contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward looking information; and

(b) the Fund had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward looking information;

5. the Fund, and every director of the Fund (if applicable) at the date of the Offering Memorandum who is not a selling securityholder, is not liable if the Fund does not receive any proceeds from the distribution of the Units and the Misrepresentation was not based on information provided by the Fund, unless the Misrepresentation:

(a) was based on information previously publicly disclosed by the Fund;

(b) was a Misrepresentation at the time of its previous public disclosure; and

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(c) was not subsequently publicly corrected or superseded by the Fund before completion of the distribution of the funds being distributed.

6. in an action for damages, the Fund will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon; and

7. in no case shall the amount recoverable exceed the price at which the Units were sold to the Unitholder;

8. all persons or companies referred to above that are found to be liable or accept liability are jointly and severally liable. A defendant who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is jointly and severally liable to make the same payment in the same cause of action unless, in all the circumstances of the case, the court is satisfied that it would not be just and equitable.

The foregoing rights do not apply if the purchaser is:

(a) a Canadian financial institution (as defined in NI 45-106) or a Schedule III bank;

(b) the Business Development Bank of Canada incorporated under the Business

Development Bank of Canada Act (Canada); or

(c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

Rights for Unitholders in Alberta

If this Offering Memorandum, together with any amendment hereto, is delivered to a Unitholder resident in Alberta and contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the Unitholder will be deemed to have relied upon the Misrepresentation and will have a right of action against the Fund, every director of the Fund (if applicable) at the date of this Offering Memorandum and every person who signed this Offering Memorandum for damages or, alternatively, while still the owner of the purchased Units, for rescission against the Fund, provided that:




2. no person or company will be liable if the person or company proves that the Unitholder purchased the Units with knowledge of the Misrepresentation;

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3. no person or company (but excluding the Fund) will be liable if the person or company proves that:

(a) the Offering Memorandum was delivered to the Unitholder without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the Fund that it was delivered without the person’s or company’s knowledge or consent; or

(b) on becoming aware of any Misrepresentation in the Offering Memorandum, the person or company withdrew the person’s or company’s consent to the Offering Memorandum and reasonable notice to the Fund of the withdrawal and the reason for it, or

(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Offering Memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

4. no person or company (but excluding the Fund) will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert, or to be a copy of, or an extract from, a report, opinion or statement of expert unless the person or company failed to conduct an investigation to provide reasonable grounds for a belief that there had been no Misrepresentation, or believed that there had been a Misrepresentation;



(b) the Fund had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward looking information.

6. in an action for damages, the defendant will not be liable for all or any portion of the damages that the defendant proves does not represent the depreciation in value of the Units as a result of the Misrepresentation; and


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8. if the Misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into, an Offering Memorandum, the Misrepresentation is deemed to be contained in the Offering Memorandum;


Rights for Unitholders in British Columbia

If this Offering Memorandum, together with any amendment hereto, is delivered to a Unitholder resident in British Columbia and contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the Unitholder will be deemed to have relied upon the Misrepresentation and will have a right of action against the Fund, every director of the Fund (if applicable) at the date of this Offering Memorandum and every person who signed this Offering Memorandum for damages or, alternatively, while still the owner of the purchased Units, for rescission against the Fund, provided that:







(a) the Offering Memorandum was delivered to the Unitholder without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave written notice to the Fund that it was delivered without the person’s or company’s knowledge or consent; or

(b) on becoming aware of any Misrepresentation in the Offering Memorandum, the person or company withdrew the person’s or company’s consent to the Offering Memorandum and gave written notice to the Fund of the withdrawal and the reason for it; or

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(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Offering Memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

5. no person or company (but excluding the Fund) will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert, or to be a copy of, or an extract from, a report, opinion or statement of expert unless the person or company failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation, or believed that there had been a Misrepresentation;



(b) the Fund had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward looking information;

7. in an action for damages, the defendant will not be liable for all or any portion of the damages that the defendant proves does not represent the depreciation in value of the Units as a result of the Misrepresentation; and




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Rights for Unitholders in Saskatchewan

If this Offering Memorandum, together with any amendment hereto, is delivered to a Unitholder resident in Saskatchewan and contains a Misrepresentation at the time of purchase, the Unitholder is deemed to have relied upon that Misrepresentation and will have a right for damages against the Fund, every promoter and director of the Fund (as the case may be), every person or company who signed this Offering Memorandum and every person or company who sells Units on behalf of the Fund, or alternatively, while still the owner of the purchased Units, for rescission against the Fund, provided that:

1. no action shall be commenced to enforce the foregoing rights:

(a) in the case of an action for rescission, more than 180 days after the date of the transaction that gave rise to the cause of action; or

(b) in the case of any action, other than an action for rescission, the earlier of (i) one year after the Unitholder first had knowledge of the facts giving rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of the action;


3. no person or company (excluding the Fund) will be liable if the person or company proves that:

(a) the Offering Memorandum was delivered without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company immediately gave reasonable general notice that it was delivered without the person’s or company’s knowledge; or

(b) After the filing of the Offering Memorandum or amendment to the Offering Memorandum, and before the purchase of securities by the purchaser, on becoming aware of any Misrepresentation, the person or company withdrew the person’s or company’s consent to the Offering Memorandum and gave reasonable general notice of the withdrawal and the reason for it; or

(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Offering Memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of or extract from the report, opinion or statement of the expert;

4. no person or company (but excluding the Fund) will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert, or to be a copy of, or an extract from a report, opinion or statement of an expert, unless the

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person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation, or believed there had been a Misrepresentation;




6. No person or company, other than the Fund or fund distributer, is liable if the person or company proves that with respect to any part of the Offering Memorandum or of the amendment to the Offering Memorandum purporting to be made on the person’s or company’s own authority as an expert or purporting to be a copy of or an extract from the person’s or company’s own report, opinion or statement as an expert that contains a Misrepresentation attributable to failure to represent fairly his, her or its report, opinion or statement as an expert:

(a) the person or company had, after reasonable investigation, reasonable grounds to believe and did believe that the part of the Offering Memorandum or of the amendment to the Offering Memorandum fairly represented the person’s or company’s report, opinion or statement; or

(b) on becoming aware that the part of the Offering Memorandum did not fairly represent the person’s or company’s report, opinion or statement as expert, the person or company immediately advised the Commission and gave reasonable general notice that such use had been made of it and that the person or company would not be responsible for that part of the Offering Memorandum or the amendment to the Offering Memorandum;

7. No person or company, other than the Fund or fund distributer, is liable for any part of the Offering Memorandum or the amendment to the Offering Memorandum purporting to be made on the person’s or company’s own authority as an expert or purporting to be a copy of or an extract from the person’s or company’s own report, opinion or statement as an expert, unless the person or company:

(a) failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation; or

(b) believe there had been a Misrepresentation;

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8. No person or company, other than the Fund or fund distributer, is liable if the person or company proves that with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, the statement was a correct and fair representation of the statement or copy of or extract from the document and the person or company had reasonable grounds to believe, and did believe, that the statement was true;

9. No person or company responsible for selling Units on behalf of the Fund, or alternatively, while still the owner of the purchased Units, is liable if that person or company can establish that he, she or it cannot reasonably be expected to have had knowledge of any Misrepresentation in the Offering Memorandum or the amendment to the Offering Memorandum;

10. in an action for damages, the Fund will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon;

11. in no case shall the amount recoverable exceed the price at which the Units were sold to the Unitholder; and


A Unitholder resident in Saskatchewan who has entered into an agreement for the purchase of Units, which has not yet been completed, and who receives an amendment to this Offering Memorandum that discloses (i) a material change in the affairs of the Fund, (ii) a change in the terms or conditions of the offering as described in this Offering Memorandum or (iii) securities to be distributed that are in addition to the Units described herein, that occurred or arose before the Unitholder entered into the agreement for the purchase of the Units, may within two business days (as defined in the securities legislation of Saskatchewan) of receiving the amendment deliver a notice to the Manager or agent through whom the Units are being purchased indicating the Unitholder's intention not to be bound by the purchase agreement.

Rights for Unitholders in Manitoba

In the event that this Offering Memorandum or any amendment hereto contains a Misrepresentation, a Unitholder is deemed to have relied on the Misrepresentation and has a right of action for damages against the Fund, every director of the Fund at the date of the Offering Memorandum and every person or company who signed the Offering Memorandum, or alternatively, while still the owner of the purchased Units, a right of rescission against the Fund, provided that:



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(b) for damages, the earlier of (i) 180 days after the Unitholder first had knowledge of the facts giving rise to the cause of action, or (ii) two years after the date of the purchase;



(a) the Offering Memorandum was sent to the Unitholder without the person’s or company’s knowledge or consent, and that, after becoming aware its delivery, the person or company promptly gave reasonable notice to the Fund that it was sent without the person's or company's knowledge and consent; or

(b) on becoming aware of the Misrepresentation, the person or company withdrew their respective consent to the Offering Memorandum and gave reasonable notice to the Fund of the withdrawal and the reason for it; or

(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert’s report, opinion or statement, the person or company proves that they had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Offering Memorandum did not fairly represent the expert’s report, opinion or statement, or was not a fair copy of, or an extract from, the expert’s report or statement;

4. no person or company (excluding the Fund) will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation, or believed that there had been a Misrepresentation;




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6. in an action for damages, the defendant will not be liable for all or any portion of the damages that the defendant proves does not represent the depreciation in value of the Units as a result of the Misrepresentation;




Rights for Unitholders in Québec

If this Offering Memorandum, together with any amendment thereto, as delivered to a Unitholder resident in Québec, contains a Misrepresentation, the Unitholder will have (i) a right of action for damages against the Fund, every officer and director of the Fund, the dealer (if any) under contract to the Fund, any person who is required to sign an attestation in the prospectus and any expert whose opinion, containing a Misrepresentation, appeared, with the expert's consent in this Offering Memorandum, or (ii) a right of action against the Fund for rescission of the purchase contract or revision of the price at which the Securities were sold to the Unitholder, provided that:

1. No action may be commenced to enforce such a right of action:

(a) for rescission or revision of price more than three years after the date of the purchase; or

(b) for damages later than the earlier of (i) three years after the Unitholder first had knowledge of the facts giving rise to the cause of action, except on proof of tardy knowledge imputable to the negligence of the Unitholder, or (ii) five years from the filing of the Offering Memorandum with the Autorité des marches financiers.

2. No person or company will be liable if the person or company proves that the Unitholder purchased the Units with knowledge of the Misrepresentation; or in an action for damages, that it acted prudently and diligently (except in an action brought against the Fund);


(a) this Offering Memorandum contains, proximate to the forward-looking information, (i) reasonable cautionary language identifying the forward-

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information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or project in the forward-looking information, and (ii) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection; and


Rights for Unitholders in New Brunswick

If the Offering Memorandum, together with any amendment thereto, delivered to a Unitholder resident in New Brunswick contains a Misrepresentation that was a Misrepresentation at the time of purchase, the Unitholder will be deemed to have relied on the Misrepresentation and will have a right of action against the Fund for damages or, alternatively, while still the owner of the purchased Units, for rescission, provided that:



(b) for damages more than the earlier of (i) one year after the Unitholder first had knowledge of the facts giving rise to the cause of action, and (ii) six years after the date of purchase;


3. the Fund will not be liable if it proves that the Unitholder purchased the Units with knowledge of the Misrepresentation;



(b) the Fund had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward looking information; and


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(c) was not subsequently publicly corrected or superseded by the Fund before completion of the distribution of the funds being distributed;

6. in an action for damages, the Fund will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon; and



Rights for Unitholders in Nova Scotia

In Nova Scotia, in the event that this Offering Memorandum, together with any amendment hereto or any advertising or sales literature (as defined in the Securities Act (Nova Scotia) (the “Nova Scotia Act”)), contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the Unitholder resident in Nova Scotia will be deemed to have relied upon the Misrepresentation and will have a right of action against the Fund, every director of the Fund (if applicable) at the date of this Offering Memorandum and every person who signed this Offering Memorandum for damages or, alternatively, while still the owner of the purchased Units, for rescission against the Fund, provided that:

1. no action may be commenced to enforce a right of action more than 120 days:

(a) after the date on which payment was made for the Units or;

(b) after the date on which the initial payment was made;




(a) the Offering Memorandum was delivered to the Unitholder without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery,

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the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent;

(b) after delivery of the Offering Memorandum and before the purchase of the Units by the Unitholder, on becoming aware of any Misrepresentation in the Offering Memorandum, the person or company withdrew the person’s or company’s consent to the Offering Memorandum and gave reasonable general notice of the withdrawal and the reason for it; or

(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of the Offering Memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert; or

5. no person or company (but excluding the Fund) will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert, or to be a copy, or an extract from, a report, opinion or statement of expert unless the person or company failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation, or believed that there had been a Misrepresentation;




7. in an action for damages, the defendant will not be liable for all or any portion of the damages that the defendant proves does not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon; and

8. in no case will the amount recoverable in any action exceed the price at which the Units were sold to the Unitholder;


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These rights are intended to correspond with the rights against a seller of securities provided in the Nova Scotia Act and the securities regulations thereto and are subject to defences contained therein.

Rights for Unitholders in Prince Edward Island

If this Offering Memorandum, together with any amendment hereto, delivered to a Unitholder resident in Prince Edward Island contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the Unitholder will be deemed to have relied upon the Misrepresentation and will have a right of action against the Fund, every director of the Fund (if applicable) at the date of this Offering Memorandum and every person who signed this Offering Memorandum for damages or, alternatively, while still the owner of the purchased Units, for rescission against the Fund, provided that:



(b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the Unitholder first had knowledge of the facts giving rise to the cause of the action, or (ii) three years after the date of the transaction that gave rise to the cause of the action;



4. no person or company (but excluding the Fund) will be liable if it proves that:

(a) the Offering Memorandum was delivered to the Unitholder without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable notice to the Fund that it was delivered without the person’s or company’s knowledge or consent;

(b) the person or company, on becoming aware of any Misrepresentation in the Offering Memorandum, withdrew the person’s or company’s consent to the Offering Memorandum and gave reasonable notice of the withdrawal and the reason for it; or

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(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (i) there had been a Misrepresentation, or (ii) the relevant part of the Offering Memorandum did not fairly represent the report, a statement or opinion of the expert, or was not a fair copy of, or an extract from, the report, statement or opinion of the expert;

5. no person or company (but excluding the Fund) will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or, (ii) believed that there had been a Misrepresentation;

6. no person or company will be liable for a Misrepresentation in forward-looking information if:

(a) the Offering Memorandum contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information;





8. in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon; and


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Rights for Unitholders in Newfoundland and Labrador

If this Offering Memorandum, together with any amendment hereto, delivered to a Unitholder resident in Newfoundland contains a Misrepresentation and it was a Misrepresentation at the time of purchase, the Unitholder will be deemed to have relied upon the Misrepresentation and will have a right of action for damages against the Fund, a director of the Fund (if applicable) at the date of this Offering Memorandum, a person or company whose consent has been filed with respect to reports, opinions or statements that have been made by them and a person or company who signed this Offering Memorandum, or alternatively, while still the owner of the purchased Units, a right for rescission against the Fund, provided that:



(b) in the case of any action, other than an action for rescission, the earlier of: (i) 180 days after the Unitholder first had knowledge of the facts giving rise to the cause of the action; or (ii) three years after the date of the transaction that gave rise to the cause of the action;

2. no person or company will be liable if the person or company proves that the Unitholder purchased the Offering Memorandum with knowledge of the Misrepresentation;

3. no person or company (but excluding the Fund) will be liable if:

(a) the person or company proves that this Offering Memorandum was sent to the Unitholder without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the Fund that it was sent without the knowledge and consent of the person or company;

(b) the person or company proves that the person or company, on becoming aware of any Misrepresentation in this Offering Memorandum, withdrew the person’s or company’s consent to this Offering Memorandum and gave reasonable notice of the withdrawal to the Fund and the reason for it;

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(c) with respect to any part of this Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or statement of an expert, the person or company proves that they did not have any reasonable grounds to believe and did not believe that: (i) there had been a Misrepresentation; or (ii) the relevant part of this Offering Memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert; and

4. no person or company (but excluding the Fund) will be liable with respect to any part of this Offering Memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation; or (ii) believed that there had been a Misrepresentation;





6. in an action for damages, the defendant will not be liable for all or any part of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation; and




Rights for Unitholders in the Northwest Territories, Nunavut or Yukon

If this Offering Memorandum, together with any amendment hereto, delivered to a Unitholder resident in the Northwest Territories, Nunavut or Yukon contains a Misrepresentation and it was

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a Misrepresentation at the time of purchase, the Unitholder will be deemed to have relied upon the Misrepresentation and will have a right of action against the Fund, every director of the Fund (if applicable) at the date of this Offering Memorandum and every person who signed this Offering Memorandum for damages or, alternatively, while still the owner of the purchased Units, for rescission against the Fund, provided that:



(b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the Unitholder first had knowledge of the facts giving rise to the cause of the action, or (ii) three years after the date of the transaction that gave rise to the cause of the action;



4. no person or company (but excluding the Fund) will be liable if it proves that:

(a) the Offering Memorandum was delivered to the Unitholder without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company gave reasonable notice to the Fund that it was sent without the person’s or company’s knowledge or consent; or

(b) the person or company, on becoming aware of any Misrepresentation in the Offering Memorandum, withdrew the person’s or company’s consent to the Offering Memorandum and gave reasonable general notice to the Fund of the withdrawal and the reason for it; or

(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (i) there had been a Misrepresentation, or (ii) the relevant part of the Offering Memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert;

5. no person or company (but excluding the Fund) will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or, (ii) believed that there had been a Misrepresentation;

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6. no person or company will be liable for a Misrepresentation in forward-looking information if:

(a) the Offering Memorandum contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and

(b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information;





8. in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Units as a result of the Misrepresentation relied upon; and




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