Offering Memorandum

MANITOU INVESTMENT MANAGEMENT LTD. GROUP OF FUNDS

Manitou Dividend Growth Fund
Manitou Equity Fund
Manitou Income Fund

This Offering Memorandum constitutes an offering of the securities described herein only in those jurisdictions where they may be lawfully offered for sale and is not, and under no circumstances to be construed as, a prospectus or public offering of such securities. No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence.

THE FUNDS

Manitou Dividend Growth Fund

The investment objective of the Manitou Dividend Growth Fund (the “Fund”) is to seek to provide investors with an above average total return (capital gains plus dividends or other distributions) consistent with safety of principal. Over the long term, the Fund will focus its investments in common shares of North American listed companies which have a history of growing their earnings and dividends. However, when investment opportunities arise, the Fund may also invest in other publicly traded securities, including, but not limited to convertible debentures, American Depository Receipts (ADRs), Exchange Traded Funds (ETFs), exchange traded options, preferred shares, and corporate and government debt securities. The Fund may also attempt to reduce the risk of depreciation, in Canadian dollar terms of the U.S. dollar or other foreign currencies by entering into forward currency contracts or other arrangements with third parties. For defensive purposes or in order to fund redemptions, a portion or all of the Fund may be invested in cash and cash equivalent securities. A portion of the Fund may, at any time, be invested in debt instruments. A portion of the Fund may be invested in another fund managed by Manitou Investment Management Ltd. (the “Manager”), having consistent investment parameters. In such case, no additional investment Management fee will be charged by the Manager.

Manitou Equity Fund

The investment objective of the Manitou Equity Fund (the “Fund”) is to seek to provide investors with long-term capital appreciation consistent with safety of principal. Over the long term, the Fund will focus its investments in the equity securities of publicly-traded companies listed in North America. However, when investment opportunities arise, the Fund may also invest in other publicly traded securities, including, but not limited to convertible debentures, American Depository Receipts (ADRs), Exchange Traded Funds (ETFs), exchange traded options, preferred shares, and corporate and government debt securities. The Fund may also attempt to reduce the risk of depreciation, in Canadian dollar terms, of the U.S. dollar or other foreign currencies by entering into forward currency contracts or other arrangements with third parties. For defensive purposes or in order to fund redemptions, a portion or all of the Fund may be invested in cash and cash equivalent securities. A portion of the Fund may, at any time, be invested in debt instruments. A portion of the Fund may be invested in another fund managed by Manitou Investment Management Ltd. (the “Manager”), having consistent investment parameters. In such case, no additional investment management fee will be charged by the Manager.

Manitou Income Fund

The investment objective of the Manitou Income Fund (the “Fund”) is to seek to provide investors with stability of capital and income. The Fund will invest primarily in highly rated bonds, treasury bills, and banker’s acceptance notes issued by Canadian governments and Canadian corporations. These securities may be issued in Canadian or U.S. dollars. The Fund may also invest in other publicly traded securities, including, but not limited to Fixed Income Exchange Traded Funds (ETFs), and other debt instruments deemed suitable by the manager. While the Fund’s primary strategy is to invest in Canadian securities, the Fund may also invest a portion of its assets in non-Canadian securities where such an investment is consistent with the investment objectives of the Fund. The Fund may also attempt to reduce the risk of depreciation, in Canadian dollar terms, of foreign currency-denominated investments by utilizing options, forward contracts, futures contracts and other permitted derivatives. For defensive purposes or in order to fund redemptions, a portion or all of the Fund may be invested in cash and cash equivalent securities. A portion of the Fund may be invested in other funds managed by Manitou Investment Management Ltd. (the “Manager”), having consistent investment parameters. In such case, no additional investment management fee will be charged by the Manager.

At all times the majority of the securities held by the Fund must be rated A or better as determined by a recognized rating agency. As deemed suitable by the Manager, a maximum of 10% of the Fund’s market value may be invested in non-rated instruments or below investment grade bonds (i.e. Baa3/BBB- as determined by a recognized rating agency such as Moody’s or S&P, respectively,). For greater certainty, 90% of the value of the Fund will be invested in investment grade securities.

Investment Considerations
Manitou Dividend Growth Fund
Manitou Equity Fund
Manitou Income Fund

Because the net asset value of each Fund is directly related to the market value of the securities in the Fund’s portfolio, the value of units of a Fund will increase or decrease with the market value of such securities. The market value of the securities will fluctuate with the financial performance of the issuer of the securities and general economic conditions in debt, equity or commodities markets, currency rates, political, economic or social developments or instability in the relevant capital markets.

The value of bonds and other fixed income investments are directly affected by changes in the general level of interest rates. As interest rates increase, the price of these investments may fall and vice versa. Fixed income securities like bonds are also subject to credit risk or the risk that the government or company issuing a fixed income security will not be able to pay the interest as required or pay back the original principal. Securities that have a low credit rating have high credit risk and vice versa. As the Fund may also invest in foreign securities, the Fund may also be exposed to currency risk and foreign market risk. The value of investments denominated in a currency other than Canadian dollars is affected by changes in the value of the Canadian dollar in relation to the value of the currency in which the investment is denominated. When the value of the Canadian dollar falls in relation to foreign currencies, then the value of foreign investments rises. When the value of the Canadian dollar rises, the value of foreign investments falls.

There may also be risks associated with the use of derivatives. Although the use of derivatives for hedging or other purposes can be effective, derivatives also have certain risks. For example, there is no guarantee that the use of derivatives for hedging will be effective. Hedging also does not prevent changes in the market value of the investments in a fund’s portfolio or prevent losses if the market value of the investments falls. Hedging can also prevent the fund from making a gain if the value of the underlying security, currency, commodity or market index rises, or if interest rates fall.

Trust Agreement

The Funds are open end trusts established by the Manager under the laws of the Province of Ontario by a trust agreement (the “Trust Agreement”) between the Manager and RBC Investor Services Trust (the “Trustee”).

The Trustee is the custodian and the record- keeper of the Funds. The Trust Agreement may be amended by the Manager or the Trustee in their discretion except as such amendments would adversely affect the interests of the Unitholders. In such a case, approval of the amendments by a majority of Unitholders at a duly constituted meeting will be required.

The Trustee

As described in the Trust Agreement, the Trustee is generally responsible for all matters pertaining to the Funds except for those relating to the investment of the assets of the Funds. The principal office of the Trustee in Ontario is located at 155 Wellington Street West, Street Level, Toronto, Ontario, M5V 3L3.

The Trustee may resign as trustee of the Funds by giving not less than ninety (90) days’ notice of its intention to resign to the Manager. The Manager may remove the Trustee as trustee of the Funds on 90 days’ notice.

The Manager

The Manager is Manitou Investment Management Ltd. The principal office of the Manager is Suite 3710, 77 King Street West, Toronto-Dominion Centre, Toronto, Ontario M5K 1K7.

Investment Management

Pursuant to the Trust Agreement, the Manager has exclusive responsibility for investing or causing to be invested assets of the Funds, including arranging for execution of all trades. If the Manager wishes to terminate the contract to manage the Funds, the Funds will be wound up.

Management Fees
Manitou Dividend Growth Fund
Manitou Equity Fund

All investment management fees will be paid outside the Funds pursuant to discretionary investment management agreements between the Manager and each unitholder.

Manitou Income Fund

An annual management fee of up to .75% of the average net asset value of the Fund will be paid by the Fund to the Manager. The fee (plus applicable taxes) is calculated and accrued on each Valuation Day of the Fund.  It is the Manager’s intention to ensure that the fee charged is in line with the current interest rate environment.  Currently the Manager is applying a partial waiver and is charging the Fund .50% plus applicable taxes.  The Manager may discontinue this fee waiver at any time.

Administration Fees and Expenses of the Funds
Manitou Dividend Growth Fund
Manitou Equity Fund
Manitou Income Fund

The Funds will pay all brokerage and other fees relating to the purchase and sale of the assets of the Fund, interest expense (if any) and all taxes, assessments or other governmental charges levied against the Fund. The Manager will pay the remaining fees and expenses including record keeping fees and expenses, audit, accounting, and legal fees and expenses, certain expenses of the Trustee, custody and safekeeping charges, insurance fees, all costs and expenses associated with providing reports to Unitholders and convening and conducting meetings of Unitholders.

Valuation Day

The Funds will be valued as of the last business day of each week, the last business day of each month and any other day that the Manager and Trustee agree (the “Valuation Day”).

Net Asset Value

The net asset value per Unit is the quotient obtained by dividing the net asset value of the Funds on a Valuation Day by the number of Units outstanding on that day. The net asset value of the Funds on a Valuation Day is the value of the assets of the Funds at that time less the amount of the liabilities of the Funds (if any) determined as per the Funds’ Trust Agreement. Net asset value will be calculated within two business days of a Valuation Day. The Funds will be valued in Canadian dollars. Pursuant to a Valuation and Recordkeeping Services Agreement, the Manager has appointed RBC Investor Services Trust in its capacity as Service Provider to provide certain valuation and recordkeeping services. The Manager is responsible for the valuation of the Manitou Equity Fund. Units of a Fund may be purchased with cash or at the discretion of the Manager by delivering to the Fund, underlying securities of the Fund.

Redemption Procedure

Units of the Funds may be redeemed at the discretion of the Manager in the normal course of managing a client’s portfolio or by a written request for redemption delivered to the Manager. Redemptions will be implemented at the applicable net asset value per Unit as determined by the Manager as of the next Valuation Day following receipt of the request for redemption. Payment of the redemption price will be made within three business days after the Valuation Day. No charges are payable on the redemption of Units. Units of the Funds may be redeemed by delivery to the unitholder of underlying securities of the Funds.

The Manager has the right to suspend the determination of the net asset value of the Funds and the right to redeem Units of the Funds for any period during which, in the determination of the Manager, there exist conditions as a result of which disposal of the assets of the Funds is not reasonably practical or it is not reasonably practical to determine fairly the value of the assets of the Funds or any part thereof.

If the right of redemption is suspended, a Unitholder may at its option either withdraw its order for redemption or receive payment based on the net asset value per Unit next determined after the end of suspension of the redemptions.

Income Tax Considerations

The Funds are required to include in computing income in respect of each calendar year all dividends received, accrued interest and the taxable portion of net realized capital gains. The Funds will obtain a deduction in respect of reasonable expenses incurred by it in each calendar year for the purpose of earning income, and income of the Funds paid or payable to Unitholders in that year. Net income and net realized taxable capital gains of the Funds paid or payable to any taxable Unitholder will be required to be included in the income of the taxable Unitholder in the year the amount is so paid or payable to them.

Distribution of Income and Capital Gains
Manitou Dividend Growth Fund
Manitou Equity Fund
Manitou Income Fund

Net income will be credited and paid as of the last business day of each calendar quarter to Unitholders of record on the preceding business day. Sufficient net realized capital gains will be payable to Unitholders not later than December 31st of each year so that the Fund will not be liable for income tax thereon. Distributions be automatically reinvested in additional units at the net asset value per unit on the date of distribution or payable in cash at the discretion of the Manager or the Unitholder.

Qualification for Tax Plans

Units of the Funds will be “qualified investments” under the Tax Act (Canada) (“Tax Act”) for registered retirement savings plans, registered retirement income funds and other deferred tax plans.

Reporting to Unitholders

By March 31 of each year the Manager will forward to each Unitholder a statement as of December 31 in the preceding year setting out the number of Units of the Fund registered in the name of such Unitholder as at December 31 in the preceding year and such other information as is necessary to enable the Unitholder to file returns under the Tax Act with respect to its income from the Fund.

THE OFFERING

For Clients

Units of the Funds are distributed in each of Ontario, Alberta, Manitoba and Nova Scotia (the “Jurisdictions”), to clients who have signed a discretionary investment management agreement with the Manager and (a) who are accredited investors under National Instrument 45-106 Prospectus and Registration Exemptions or (b) who reside in the Jurisdictions other than Alberta and who invest a minimum of $150,000 in the Funds or (c) who are “secondary clients” in Ontario within the meaning set out in the ruling of the Ontario Securities Commission granted to the Manager on February 23, 2007.

Clients of the Manager may invest in Units of the Funds. No fees or commissions will be levied against Unitholders in respect of purchases or redemptions of Units. Where a Unitholder has retained the Manager as discretionary investment manager, the Unitholder will grant to the Manager the power to act on the Unitholder’s behalf in connection with the Units.

Minimum Investment

Generally speaking, investors will not be permitted to invest in the Funds unless they, together with members of their immediate family, have at least $2,000,000 managed, in Funds or otherwise, by the Manager. The Manager may, at any time, waive this condition.

Purchase Price

Units will be issued at the applicable Net Asset Value per Unit determined on the next Valuation Day provided the subscription request is received before 4 p.m. on such Valuation Day.

Unit Certificates

Certificates for Units will not be issued.

Rights of Action

Each investor is entitled to certain contractual rights described in Schedule A attached hereto.

SCHEDULE A

PURCHASERS’ RIGHTS

If you purchase these units you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer.

Two-Day Cancellation Right

Purchasers may cancel their agreement to purchase the units. To do so, a purchaser must send a notice to the Manager by midnight on the 2nd business day after the purchaser signs the agreement to buy units of the Fund.

Statutory Rights of Action in the Event of a Misrepresentation

Securities legislation in certain of the provinces and territories of Canada provides purchasers or requires purchasers to be provided with a remedy for rescission or damages where an offering memorandum and any amendment to it contains a Misrepresentation. 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 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. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limit prescribed by the applicable securities legislation.

These rights are in addition to any other right that a purchaser may have at law.

Rights for Investors in Ontario

If this Offering Memorandum, or any amendment hereto, delivered to an investor resident in Ontario contains a Misrepresentation, the investor to whom this Offering Memorandum has been delivered and who purchases a unit offered by this Offering Memorandum shall have, without regard to whether the investor relied upon the Misrepresentation, a right of action for damages against the Fund or, at the election of the investor, a right of rescission against the Fund (in which case the investor shall cease to have a right of action for damages against the Fund), provided that:

  • no action may be commenced by an investor resident in Ontario to enforce a right of action
    1. for rescission more than 180 days after the date of the purchase; and
    2. for damages later than the earlier of (A) 180 days after the investor first had knowledge of the facts giving rise to the cause of action, and (B) three years after the date of purchase;
  • the Fund will not be liable if it proves that the investor purchased the units with knowledge of the Misrepresentation;
  • in the case of an action for damages, the Fund will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the units as a result of the Misrepresentation relied upon;
  • in no case will the amount recoverable in any action exceed the price at which the units were sold to the investor; and
  • the Fund will not be liable for a Misrepresentation in forward-looking information if the Fund proves that:
    1. 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
    2. the Fund has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information.

The foregoing rights do not apply if the investor purchased units of the Fund using the “accredited investor” exemption and is:

  1. an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act;
  2. a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
  3. a Schedule III bank;
  4. the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
  5. a subsidiary of any person referred to in paragraphs (a) to (d) above, 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 Investors in Manitoba

If this Offering Memorandum, or any amendment hereto, delivered to an investor resident in Manitoba contains a Misrepresentation, the investor to whom this Offering Memorandum has been delivered and who purchases units offered hereunder will be deemed to have relied upon such Misrepresentation if it was a Misrepresentation at the time of purchase. Such investor will hava 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 amendment hereto; and

  1. 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 amendment hereto; and
  2. a right of rescission against the Fund, in which case the investor shall have no right of action for damages.

If a Misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into, the Offering Memorandum, the Misrepresentation is deemed to be contained in the Offering Memorandum.

In Manitoba, no action may be commenced to enforce such right of action more than:

  • in the case of an action for rescission, 180 days after the day of the transaction that gave rise to the cause of action; or
    1. 180 days after the day that the investor first had knowledge of the facts giving rise to the cause of action, or
    2. two years after the day of the transaction that gave rise to the cause of action.

There are various defences available. In particular, no person or company will be liable if it proves that the investor purchased the units with knowledge of the Misrepresentation. In addition, no person or company (other than the Fund) will be liable if:

  • the person or company proves:
    1. that this Offering Memorandum was sent to the investor without the person’s or company’s knowledge or consent, and
    2. that, after becoming aware that it was sent, 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;
  • the person or company proves that, after becoming aware of the Misrepresentation, the person or company withdrew the person’s or company’s consent to this Offering Memorandum and gave reasonable notice to the Fund of the withdrawal and the reason for it;
  • 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, an expert’s report, opinion or statement, the person or company proves that the person or company did not have any reasonable grounds to believe and did not believe that:
    1. there had been a Misrepresentation, or
    2. the relevant part of this 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, opinion or statement; or
    3. with respect to any part of this Offering Memorandum not purporting to be made on an expert’s authority 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 there had been a Misrepresentation.

In an action for damages, the defendant is not 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. The amount recoverable under this right of action shall not exceed the price at which the units were offered.

Rights for Investors in Nova Scotia

If this Offering Memorandum, together with any amendment hereto, delivered to an investor resident in Nova Scotia, or any advertising or sales literature, contains a Misrepresentation and it was a Misrepresentation at the time of purchase of units by such investor, the investor will be deemed to have relied on such Misrepresentation and the investor will have a right of action for damages against the Fund, every director of the Fund at the date of the Offering Memorandum and every person who signed the Offering Memorandum. An investor may elect to exercise a right of rescission against the Fund, in which case the investor shall have no right of action for damages.

If a Misrepresentation is contained in a record incorporated by reference in or deemed to be incorporated into, the Offering Memorandum or any amendment hereto, the Misrepresentation is deemed to be contained in the Offering Memorandum or amendment.

The right of action for rescission or damages is exercisable if an action is commenced to enforce this right within 120 days after the date on which payment was made for the units or after the date on which the initial payment for the units was made.

There are various defences available. In particular, no person or company will be liable if it proves that the investor purchased the units with knowledge of the Misrepresentation. In addition, no person or company (other than the Fund) will be liable if the person or company proves thatthis Offering Memorandum or any amendment thereto was sent or delivered to the investor without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent,

  1. this Offering Memorandum or any amendment thereto was sent or delivered to the investor without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent,
  2. after delivery of this Offering Memorandum or any amendment thereto and before the purchase of the units by the investor, on becoming aware of any Misrepresentation in this Offering Memorandum or any amendment thereto, the person or company withdrew the person’s or company’s consent to this Offering Memorandum or any amendment thereto and gave reasonable general notice of the withdrawal and the reason for it, or
  3. with respect to any part of this Offering Memorandum or any amendment thereto 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 this Offering Memorandum or any amendment thereto 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.

No person or company (other than the Fund) will be liable with respect to any part of this Offering Memorandum or any amendment thereto 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 an 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.

In the case of an action for damages, the defendant will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the units resulting from the Misrepresentation. In no case will the amount recoverable in any action exceed the price at which the units were offered.

Rights for Investors in British Columbia

If this Offering Memorandum, or any amendment hereto, delivered to an investor resident in British Columbia contains a Misrepresentation, the investor to whom this Offering Memorandum has been delivered and who purchases a unit offered by this Offering Memorandum shall have 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 amendment hereto, or, at the election of the investor, a right of rescission against the Fund (in which case the investor shall cease to have a right of action for damages against the Fund), provided that:

  • no action may be commenced by an investor resident in British Columbia to enforce a right of action
    1. for rescission more than 180 days after the date of the purchase; and
    2. for damages later than the earlier of (A) 180 days after the investor first had knowledge of the facts giving rise to the cause of action, and (B) three years after the date of purchase;
  • the Fund will not be liable if it proves that the investor purchased the units with knowledge of the Misrepresentation;
  • in the case of an action for damages, the Fund will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the units as a result of the Misrepresentation relied upon;
  • in no case will the amount recoverable in any action exceed the price at which the units were sold to the investor;
  • no person (excluding the Fund) will be liable if it proves that (i) the Offering Memorandum was delivered to the investor without the person’s knowledge or consent and that, on becoming aware of its delivery, the person gave notice that it was delivered without the person’s knowledge or consent, (ii) after the delivery of the Offering Memorandum and before the purchase of the units by the investor, on becoming aware of any Misrepresentation in the Offering Memorandum, the person withdrew the person’s consent to the Offering Memorandum and gave notice of the withdrawal and the reason for it, or (iii) 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 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;
  • no person (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 or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person (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;
  • no person will be liable for a Misrepresentation in forward-looking information if the person proves that:
    1. 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
    2. the person has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information; and
  • if a Misrepresentation is contained in a record incorporated by reference in, or deemed to be incorporated into, this Offering Memorandum, the Misrepresentation is deemed to be contained in this Offering Memorandum.

In British Columbia, the investor is deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase.
The right of action for rescission or damages will be exercisable by an investor resident in British Columbia only if the investor gives notice to the Fund, not later than 90 days after the date on which the payment is made for the units, that the investor is exercising this right.

Rights for Investors in Alberta

If this Offering Memorandum, or any amendment hereto, delivered to an investor resident in Alberta contains a Misrepresentation, the investor to whom this Offering Memorandum has been delivered and who purchases a unit offered by this Offering Memorandum shall have, without regard to whether the investor relied upon the Misrepresentation, a right of action for damages against the Fund, every director of the Fund at the date of this Offering Memorandum, and every person who signed this Offering Memorandum, or, at the election of the investor, a right of rescission against the Fund (in which case the investor shall cease to have a right of action for damages), provided that:

  • no person will be liable if the person proves that the investor purchased the units with knowledge of the Misrepresentation;
  • in the case of an action for damages, the defendant will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the units as a result of the Misrepresentation relied upon;
  • in no case will the amount recoverable in any action exceed the price at which the units were sold to the investor;
  • no person (excluding the Fund) will be liable if it proves that (i) the Offering Memorandum was delivered to the investor without the person’s knowledge or consent and that, on becoming aware of its delivery, the person gave reasonable general notice that it was delivered without the person’s knowledge or consent, (ii) after the delivery of the Offering Memorandum and before the purchase of the units by the investor, on becoming aware of any Misrepresentation in the Offering Memorandum, the person withdrew the person’s consent to the Offering Memorandum and gave reasonable general notice of the withdrawal and the reason for it, or (iii) 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 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;
  • no person (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 or to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person (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;
  • no person will be liable for a Misrepresentation in forward-looking information if the person proves that:
    1. 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
    2. the person has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information; and
  • if a Misrepresentation is contained in a record incorporated by reference in, or deemed to be incorporated into, this Offering Memorandum, the Misrepresentation is deemed to be contained in this Offering Memorandum.

General

The foregoing summaries are subject to any express provisions of the securities legislation of each offering jurisdiction and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions.

The rights of action described herein are in addition to and without derogation from any other right or remedy that the purchaser may have at law.