No securities regulatory authority has expressed an opinion about these securities and it is an offenceto claim otherwise. This prospectus constitutes a public offering of these securities only in thosejurisdictions where they may be lawfully offered for sale and only by persons permitted to sell thesesecurities.

Continuous Offering April 23, 2018

A TORONTO TRUST™ FUND

PROSPECTUS

Offering Units ofFriedberg Global-Macro Hedge Fund

Friedberg Global-Macro Hedge Fund (the “Fund”) is an open-end mutual fund trust established under thelaws of Ontario which is offering redeemable trust units of the Fund (“Units”). The Fund is the solelimited partner of Friedberg Global-Macro Hedge Fund Limited Partnership (the “Fund LP”), the entitythrough which the Fund conducts its investing activities. The Fund LP, an open-end mutual fund, is alimited partnership formed under the laws of Manitoba.

The Fund is a multi-strategy commodity pool whose investment objective is to seek (investing indirectlythrough the Fund LP) significant total investment returns, consisting of a combination of interest income,currency gains and capital appreciation by investing in the following four discrete groups of investments:(i) long positions in fixed income securities; (ii) long and short positions in equity securities; (iii)currency forwards and futures contracts and options thereon (“Currency Futures Instruments”); and(iv) commodity forwards and futures contracts and options thereon, and other over-the-counter tradedderivatives instruments (“Commodity Futures Instruments”). The Fund will employ leverage wheninvesting in Currency Futures Instruments and Commodity Futures Instruments. Please see “InvestmentObjective” and “Investment Strategies” at page 1. The Fund is subject to certain investment restrictions.Please see “Investment Restrictions” at page 4.

Friedberg Mercantile Group Ltd. (“Friedberg Mercantile”) is the portfolio manager and principaldistributor of the Fund. Friedberg Advisors LP, an affiliate of Friedberg Mercantile, is the sole generalpartner of the Fund LP and provides, or arranges to be provided, investment advice and portfoliomanagement for the Fund LP. The administrative manager and trustee of the Fund, and the administrativemanager of the Fund LP, is Toronto Trust Management Ltd. (the “Manager”), also an affiliate ofFriedberg Mercantile. Please see “Organization and Management Details of the Fund” at page 26.

Units are offered on a continuous basis in U.S. dollars with subscriptions for Units being accepted onthe first business day of each week and the last business day of each month (each, a “Valuation Day”)based on the net asset value per Unit (the “Unit Value”) calculated at the close of business on such day.There is currently no market for the Units and none is expected to develop; however, Units may be

ii

redeemed, at the option of the holder, on any Valuation Day based on the Unit Value determined at theclose of business on that Valuation Day. Please see “Purchases of Units” at page 18 and “Redemptions ofUnits” at page 20.

The minimum amount for an initial individual investment is U.S. $20,000 and for subsequent investments(other than through automatic reinvestment of distributions) is U.S. $1,000.

This offering is made only through dealers registered under applicable legislation and who meet (whereapplicable) the requirements of National Instrument 81-104 Commodity Pools. The Manager may acceptor reject any subscription for Units. If the Manager rejects a subscription for Units, any funds receivedwith the subscription will be returned immediately and in any event within one day of such rejection. TheFund issues fractional Units. Please see “Purchases of Units” at page 18.

Each investor should carefully consider whether his or her financial condition and/or retirementsavings objectives permit him or her to buy Units. Units are speculative and involve a high degreeof risk, some not traditionally associated with mutual funds. The Fund is not intended for investorswhose principal objective is current income or preservation of capital. An investor must be able toafford to lose a substantial portion or even all of the money he or she invests.

The risk of loss in trading derivatives can be substantial. In considering whether to buy Units, theinvestor should be aware that trading in derivatives can quickly lead to large losses as well as largegains. Such trading losses can sharply reduce the net asset value of the Fund and consequently thevalue of an investor’s Units. Market conditions may also make it difficult or impossible for theFund LP to liquidate a position.

The Fund is subject to certain conflicts of interest. Please see “Organization and ManagementDetails of the Fund – Conflicts of Interest” at page 30. This prospectus contains a description of theexpenses charged to the Fund and the Fund LP. Please see “Fees and Expenses” at page 10.

The Fund is (directly, and through the Fund LP) subject to the charges described in this prospectusthat must be offset by revenues and trading gains before an investor will earn a return on his or herinvestment. It may be necessary for the Fund to make substantial trading profits to avoid depletionor exhaustion of its assets before an investor is entitled to a return on his or her investment.

The Fund will be exposed to trades in securities and derivatives outside of Canada. Participation intransactions in securities and derivatives outside of Canada involves the execution and clearing oftrades on or subject to the rules of a foreign market.

None of the Canadian securities regulatory authorities or Canadian exchanges regulates theactivities of any foreign markets, including the execution, delivery and clearing of transactions, orhas the power to compel enforcement of the rule of a foreign market or any applicable foreign laws.Generally, foreign transactions will be governed by applicable foreign law. This is true even if theforeign market is formally linked to a Canadian market so that a position taken in the Canadianmarket may be liquidated by a transaction on the foreign market. Moreover, such laws orregulations will vary depending on the foreign country in which the transaction occurs.

For these reasons, trading through foreign markets may not be afforded certain of the protectivemeasures provided by Canadian legislation and/or the rules of the Canadian exchanges. Inparticular, funds received from customers for transactions may not be provided the sameprotection as funds received in respect of transactions on Canadian exchanges. It is, however,

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expected that substantially all trading for the Fund LP outside of Canada will be through marketsand exchanges in the United States.

The success of the Fund will depend on a number of conditions that are beyond the control of theFund and the Fund LP. There is a substantial risk that the goals of the Fund will not be met.

Investing in Units is not insured by the Canadian Deposit Insurance Corporation or under anyother insurance program.

The Fund is a mutual fund (and, by extension, is an investment fund), but certain provisions ofsecurities legislation which are designed to protect investors who purchase securities of mutualfunds (or, more broadly, investment funds) do not apply.

These brief statements do not disclose all of the risks and other significant aspects of investing inthe Fund. An investor should carefully study this prospectus, including the description of theprincipal risk factors of the Fund, before investing in the Fund. Please see “Risk Factors”commencing at page 12.

Additional information about the Fund is available in the following documents:

1. The most recently filed comparative annual financial statements of the Fund, together with theaccompanying report of the auditors.

2. Any interim financial statements of the Fund filed after those annual financial statements.

3. The most recently filed annual management report of fund performance of the Fund.

4. Any interim management report of fund performance of the Fund filed after that annualmanagement report of fund performance.

These documents are incorporated by reference into this prospectus, which means that they legally formpart of this document just as if they were printed as part of this document. Please see “DocumentsIncorporated by Reference” at page 44 for further details.

TORONTO TRUST MANAGEMENT LTD.Brookfield Place

181 Bay Street, Suite 250Toronto, OntarioCanada M5J 2T3

Tel: (416) 364-1171Toll Free: 1-800-461-2700

Fax: (416) 364-0572e-mail: funds@friedberg.ca

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Table of Contents

Page

PROSPECTUS SUMMARY ........................................................................................................................ 1

ORGANIZATION AND MANAGEMENT OF FRIEDBERG GLOBAL-MACRO HEDGE FUND ........ 5

SUMMARY OF FEES AND EXPENSES ................................................................................................... 7

ANNUAL RETURNS, MANAGEMENT EXPENSE RATIO AND TRADING EXPENSE RATIO..... 10

ABOUT THIS PROSPECTUS ..................................................................................................................... 1

OVERVIEW OF THE STRUCTURE OF THE FUND ............................................................................... 1

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

INVESTMENT OBJECTIVE....................................................................................................................... 1

INVESTMENT STRATEGIES .................................................................................................................... 2

INVESTMENT RESTRICTIONS................................................................................................................ 4

Derivatives Portfolios............................................................................................................................... 4Securities Portfolios.................................................................................................................................. 5

THE FUTURES, FORWARDS AND OPTIONS MARKETS .................................................................... 6

Futures Contracts...................................................................................................................................... 7Forward Contracts .................................................................................................................................... 7Options ............................................................................................................................................ 7Hedgers and Speculators .......................................................................................................................... 7Futures Exchanges.................................................................................................................................... 8Speculative Position Limits ...................................................................................................................... 8Prices ............................................................................................................................................ 8Regulation ............................................................................................................................................ 8Margin ............................................................................................................................................ 9

FEES AND EXPENSES............................................................................................................................. 10

Management Fees................................................................................................................................... 10Incentive Fee Distributions..................................................................................................................... 10Operating Expenses ................................................................................................................................ 11Trailing Commission .............................................................................................................................. 11Redemption Fee...................................................................................................................................... 11Brokerage Arrangements........................................................................................................................ 12

ANNUAL RETURNS, MANAGEMENT EXPENSE RATIO AND TRADING EXPENSE RATIO..... 12

RISK FACTORS ........................................................................................................................................ 12

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Risks Related to the Fund’s Derivatives Portfolios................................................................................ 12Risks Related to the Fund’s Securities Positions.................................................................................... 14General Investment and Fund Risks....................................................................................................... 15

DISTRIBUTION POLICY ......................................................................................................................... 18

PURCHASES OF UNITS........................................................................................................................... 18

Continuous Offering............................................................................................................................... 18Process .......................................................................................................................................... 19Offering Price ......................................................................................................................................... 19Minimum Subscription........................................................................................................................... 19Method of Purchasing Units ................................................................................................................... 19

REDEMPTIONS OF UNITS...................................................................................................................... 20

Redemptions .......................................................................................................................................... 20Short-Term Trading................................................................................................................................ 21

OPTIONAL SERVICES............................................................................................................................. 21

Pre-Authorized Payment Plan ................................................................................................................ 21Automatic Withdrawal Plan ................................................................................................................... 21

INCOME TAX CONSIDERATIONS ........................................................................................................ 21

Status of the Fund................................................................................................................................... 22Taxation of the Fund .............................................................................................................................. 22Taxation of Unitholders.......................................................................................................................... 24Tax Implications of the Fund’s Distribution Policy ............................................................................... 25Taxation of Registered Plans and Tax-Free Savings Accounts.............................................................. 25

ORGANIZATION AND MANAGEMENT DETAILS OF THE FUND .................................................. 26

Trustee and Administrative Manager ..................................................................................................... 26Investment Management ........................................................................................................................ 29Conflicts of Interest ................................................................................................................................ 30The Independent Review Committee ..................................................................................................... 31Custodian .......................................................................................................................................... 32Auditors .......................................................................................................................................... 32Registrar .......................................................................................................................................... 32Promoters .......................................................................................................................................... 32

CALCULATION OF NET ASSET VALUE.............................................................................................. 32

Valuation Policies and Procedures of the Fund...................................................................................... 33Reporting of Unit Value ......................................................................................................................... 35

DESCRIPTION OF UNITS DISTRIBUTED............................................................................................. 35

UNITHOLDER MATTERS ....................................................................................................................... 36

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Meetings of Unitholders ......................................................................................................................... 36Matters Requiring Unitholder Approval................................................................................................. 36Amendment of Trust Agreement............................................................................................................ 37Reporting to Unitholders ........................................................................................................................ 37

LIMITED PARTNERSHIP AGREEMENT OF THE FUND LP .............................................................. 37

Introduction .......................................................................................................................................... 37Functions and Powers of the General Partner......................................................................................... 38Dissolution .......................................................................................................................................... 38Meetings .......................................................................................................................................... 39Power of Attorney .................................................................................................................................. 39Matters Requiring Limited Partner Approval......................................................................................... 39Amendment of Limited Partnership Agreement .................................................................................... 39

TERMINATION OF THE FUND .............................................................................................................. 40

PRINCIPAL HOLDERS OF SECURITIES............................................................................................... 40

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.......................... 40

FUND GOVERNANCE ............................................................................................................................. 41

PROXY VOTING DISCLOSURE ............................................................................................................. 41

MATERIAL CONTRACTS ....................................................................................................................... 42

LEGAL AND ADMINISTRATIVE PROCEEDINGS .............................................................................. 42

LEGAL MATTERS.................................................................................................................................... 43

AUDITORS ................................................................................................................................................ 43

EXEMPTIONS AND APPROVALS ......................................................................................................... 43

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION............................. 43

FINANCIAL REPORTING........................................................................................................................ 43

DOCUMENTS INCORPORATED BY REFERENCE.............................................................................. 44

CERTIFICATE OF THE FUND, THE MANAGER, THE PROMOTER AND THE PRINCIPALDISTRIBUTOR ........................................................................................................................................ C-1

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PROSPECTUS SUMMARY

The following is a summary of the principal features of this distribution and should be read together withthe more detailed information and financial data and statements contained elsewhere in this prospectus orincorporated by reference in this prospectus.

The Fund Friedberg Global-Macro Hedge Fund (the “Fund”) is an open-end mutual fund trust established under the laws of Ontario whichis offering redeemable trust units of the Fund (“Units”) pursuantto this prospectus. The portfolio manager and principal distributorof the Fund is Friedberg Mercantile Group Ltd. (“FriedbergMercantile”).

The administrative manager and trustee of the Fund is TorontoTrust Management Ltd. (the “Manager”), an affiliate ofFriedberg Mercantile.

The Fund LP The Fund is the sole limited partner of Friedberg Global-MacroHedge Fund Limited Partnership (the “Fund LP”), a Manitobalimited partnership open-end mutual fund through which the Fundhas been conducting its investing activities since 2011.References in this prospectus to the activities of the Fund includeits indirect activities through the Fund LP.

Friedberg Advisors LP (“Friedberg Advisors”) is the solegeneral partner of the Fund LP and provides, or arranges to beprovided, investment advice and portfolio management for theFund LP (and the individuals at Friedberg Mercantile responsiblefor portfolio management of the Fund are also the individuals atFriedberg Advisors responsible for portfolio management of theFund LP). The Manager is also the administrative manager of theFund LP.

Investment Objective andStrategies of the Fund Investment Objective

The Fund is a multi-strategy fund whose investment objective isto seek (investing indirectly through the Fund LP) significanttotal investment returns, consisting of a combination of interestincome, currency gains and capital appreciation by investing inthe following four discrete groups of investments: (i) longpositions in fixed income securities; (ii) long and short positionsin equity securities; (iii) currency forwards and futures contractsand options thereon (“Currency Futures Instruments”); and(iv) commodity forwards and futures contracts and optionsthereon, and other over-the-counter traded derivatives instruments(“Commodity Futures Instruments”). The Fund employsleverage when investing in Currency Futures Instruments andCommodity Futures Instruments (and there are no restrictions onthe leverage which the Fund can employ).

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Investment Strategies

In order to seek to achieve the Fund’s investment objective,Friedberg Advisors will allocate the Fund LP’s capital among thefour asset classes in the respective proportions which FriedbergAdvisors believes optimal from time to time. There are no fixedpercentage ranges for allocating the Fund LP’s assets among thefour classes, and Friedberg Advisors may determine that all ormost of the Fund LP’s assets should be allocated to only certain(or only one) of such asset classes.

The respective percentages of the assets of the Fund LP allocatedto each group (and to each set of strategies for equityinvestments) will be adjusted based on Friedberg Advisor’songoing views of the markets and perception of tradingopportunities.

Please see “Investment Objective” and “Investment Strategies” atpage 1. The Fund is subject to certain investment restrictions.Please see “Investment Restrictions” at page 4.

Continuous Offering andOffering Price

This offering is made only through dealers registered underapplicable legislation and who meet (where applicable) therequirements of National Instrument 81-104 Commodity Pools.Units are denominated in U.S. dollars.

Units are offered, on a continuous basis, on the first business dayof each week and on the last business day of each month (each, a“Valuation Day”), based on the net asset value per Unit (the“Unit Value”) determined for the effective date of the acceptanceof the subscription. For the purposes of the Fund, a “businessday” is any day except Saturday, Sunday, a statutory holiday inToronto, Ontario or any other day on which the New York StockExchange is not open for trading.

Subscriptions for Units may be paid for by certified cheque, bankdraft, money order or such other form of payment as may beacceptable to the Manager or Friedberg Mercantile. Subscriptionsand payments for Units must be received by the Manager before4:00 p.m. (EST) on the Valuation Day on which the Unitssubscribed for are to be purchased.

An investor buying Units may be required to pay his or her dealera sales commission on the amount he or she invests in Units. Thesales commission is negotiable between the investor and his orher dealer. None of the Manager, Friedberg Mercantile or any oftheir affiliates will charge or share in any such sales commission.

The Manager may accept or reject any subscription for Units. Ifthe Manager rejects a subscription for Units, any funds receivedwith the subscription will be returned immediately and in any

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event within one day of such rejection.

The Fund issues fractional Units. No market exists for the Unitsand none is expected to develop. However, Units are redeemable.Please see “Purchases of Units” at page 18 and “Redemptions ofUnits” at page 20.

Redemption A unitholder of the Fund (a “Unitholder”) can redeem his or herUnits on any Valuation Day. Orders to redeem Units, if receivedbefore 4:00 p.m. (EST) on a Valuation Day, will be redeemed onthe Valuation Day based on the Unit Value on that ValuationDay.

To avoid the dilutive effect on the remaining Unitholders, when aUnitholder redeems Units, the redemption price will be the UnitValue less 0.375% (3/8 of 1%). The reduction in redemption priceis retained by the Fund (or the Fund LP) and not by the Manager(or Friedberg Advisors), and is used to cover the cost for sellingsecurities and/or liquidating positions in derivatives in order tofund redemption proceeds to the redeeming Unitholder.

Distributions and AutomaticReinvestment

The Fund will distribute sufficient net income (including, ifapplicable, net capital gains) so that the Fund will generally notbe liable for income tax in any given year. The Manager intends,but is under no obligation, to make such distributions on aquarterly basis. All distributions are automatically reinvested onbehalf of each Unitholder in additional Units, unless a Unitholderrequests otherwise. Please see “Distribution Policy” at page 18.

Income Tax Considerations A Unitholder is generally required to include, in computingincome for a taxation year, the amount of income (including anytaxable capital gains) that is paid or becomes payable to theUnitholder by the Fund in that year (including such income that isreinvested in additional Units of the Fund). A Unitholder whodisposes of a Unit that is held as capital property, including on aredemption or otherwise, will realize a capital gain (or capitalloss) to the extent that the proceeds of disposition, net of costs ofdisposition, exceed (or are less than) the adjusted cost base of theUnit. Please see “Income Tax Considerations” at page 21.

Eligibility for Investment Provided that the Fund continues to qualify as a “mutual fundtrust” within the meaning of the Income Tax Act (Canada) (the“Tax Act”), Units will be qualified investments under the TaxAct for trusts governed by registered retirement savings plans,registered retirement income funds, registered education savingsplans, registered disability savings plan, deferred profit sharingplans and for tax-free savings accounts. Annuitants of registeredretirement savings plans and registered retirement income funds,holders of tax-free savings accounts and registered disabilitysavings plans and subscribers of registered education savingsplans should consult their own advisers as to whether units would

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be a “prohibited investment” for their registered retirementsavings plan, registered retirement income fund, tax-free savingsaccount, registered disability savings plan or registered educationsavings plan having regard to their circumstances.

Termination of the Fund The Fund may be terminated at the discretion of its trustee(currently the Manager) without Unitholder approval. If theFund’s trustee decides to terminate the Fund, it is empowered totake all steps necessary to effect the termination of the Fund,including ceasing the distribution or redemption of Units andliquidating the assets of the Fund. Please see “Termination of theFund” at page 40.

Risk Factors Investment in Units is speculative, involves a high degree of riskand is suitable only for persons who are able to assume the risk oflosing their entire investment. Prospective investors shouldconsider the following risks, among others, related to the Fundbefore subscribing for Units.

The risk factors relating to the Fund’s derivatives positionsinclude, among others, high leverage, restrictive effect ofspeculative position limits, volatility related to CommodityFutures Instruments and Currency Futures Instruments, forwardtrading in commodities and currencies risk, commodity risk,aggressive investment technique risk and the risk of failure of afutures commission merchant.

The risk factors relating to the Fund’s securities positions include,among others, short selling securities risk, foreign security risk,foreign currency risk, hedging risk, equity risk, specific issuerrisk, credit risk, interest rate risk and securities lending risk.

The general investment and investment fund risk factors relatingto the Fund include, among others, counterparty risk, liquidityrisk, market risk, risk of loss of limited liability, reliance on keypersonnel, possible adverse effects of substantial redemptions,conflicts of interest, active investor risk, change in legislation andtax-related risks.

Please see “Risk Factors” commencing at page 12 for details ofthe foregoing risk factors. Prospective investors should considerthese risks, among others.

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ORGANIZATION AND MANAGEMENT OF FRIEDBERG GLOBAL-MACRO HEDGEFUND

Manager and Trustee:Toronto Trust Management Ltd.181 Bay Street, Suite 250Toronto, OntarioM5J 2T3Tel: 416-364-1171Fax: 416-364-0572Toll free: 1-800-461-2700funds@friedberg.ca

The Manager, a corporation incorporated under the laws of Ontario, isthe manager and trustee of the Fund, and is also the manager of theFund LP. The Manager is an affiliate of Friedberg Advisors andFriedberg Mercantile.

Investment Management forthe Fund:Friedberg Mercantile Group Ltd.181 Bay Street, Suite 250Toronto, OntarioM5J 2T3Tel: 416-364-1171Fax: 416-364-0572Toll free: 1-800-461-2700funds@friedberg.ca

Friedberg Mercantile provides, or arranges to be provided, investmentadvice and portfolio management services to the Fund.

Friedberg Mercantile and its affiliates manage in excess of U.S.$1.65billion in assets and currently serve as portfolio manager, investmentadvisor and/or commodity trading advisor to several investment fundsand commodity pools and have extensive experience in managinginvestment portfolios using strategies similar to those comprising thevarious investment groups of the Fund.

Friedberg Mercantile is authorized to establish, maintain, change andclose brokerage accounts on behalf of the Fund. It is expected thatsubstantially all investments in Currency Futures Instruments andCommodity Futures Instruments for the Fund will be made throughFriedberg Mercantile.

Friedberg Mercantile is one of the largest independent securities,futures and foreign currency brokers in the Canadian financialservices industry. Friedberg Mercantile is a leading Canadian brokerand investment management firm providing, directly or through itssubsidiaries, a full range of financial and investment services toindividual, corporate and institutional clients worldwide. FriedbergMercantile operates in all major international markets, and is amember firm of the Investment Industry Regulatory Organization ofCanada and the Canadian Investor Protection Fund.

Investment Management forthe Fund LP:Friedberg Advisors LP181 Bay Street, Suite 250Toronto, OntarioM5J 2T3Tel: 416-364-1171Fax: 416-364-0572Toll free: 1-800-461-2700funds@friedberg.ca

Friedberg Advisors is the sole general partner of the Fund LP andprovides, or arranges to be provided, investment advice and portfoliomanagement services to the Fund LP. The individuals at FriedbergMercantile responsible for portfolio management of the Fund are alsothe individuals at Friedberg Advisors responsible for portfoliomanagement of the Fund LP.

The sole general partner of Friedberg Advisors is Friedberg AdvisorsGP Inc., which is an affiliate of the Manager, and the sole limitedpartner of Friedberg Advisors is the Manager.

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Promoters:Friedberg Mercantile Group Ltd.Toronto, OntarioToronto Trust Management Ltd.Toronto, Ontario

Friedberg Mercantile and the Manager are the promoters of the Fund.The Manager is a wholly-owned subsidiary of Friedberg Mercantile.

Independent ReviewCommittee:

The independent review committee (the “IRC”) reviews all conflictof interest matters referred to it by the Manager and makesrecommendations on whether a course of action achieves a fair andreasonable result for the Fund and the Fund LP. Only upon makingthat determination would the IRC recommend to the Manager that thetransaction proceed.

The IRC also, at least annually, prepares a report of its activities forUnitholders which is available on the Manager’s website atwww.friedberg.ca or, at a Unitholder’s request at no cost, bycontacting the Manager at funds@friedberg.ca.

For additional information about the IRC, including the names of itsmembers, please see “Organization and Management Details of theFund – The Independent Review Committee” at page 31.

Custodian:CIBC Mellon Trust CompanyToronto, Ontario

CIBC Mellon Trust Company is the custodian of the assets of theFund and the Fund LP.

Registrar:Friedberg Mercantile Group Ltd.Toronto, Ontario

Friedberg Mercantile acts as registrar of the Fund and the Fund LP.The registrar keeps track of the owners of Units, the capital accountsin respect of the Fund LP and processes purchases and redemptions ofUnits and capital contributions and withdrawals in respect of the FundLP.

The Manager (which is the administrative manager and trustee of theFund, and the administrative manager of the Fund LP) is a wholly-owned subsidiary of Friedberg Mercantile.

Auditors:Zeifmans LLPChartered ProfessionalAccountantsToronto, Ontario

Zeifmans LLP are responsible for auditing the annual financialstatements of the Fund.

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SUMMARY OF FEES AND EXPENSES

This table lists the fees, distributions and expenses that you may have to pay if you invest in the FriedbergGlobal-Macro Hedge Fund. You may have to pay some of these fees and expenses directly. The Fund(directly, or through the Fund LP) may have to pay or make some of these fees, distributions andexpenses, which will therefore reduce the value of your investment in the Fund.

Fees and Expenses Payable by the Fund (directly, or through the Fund LP):

Type of Fee Amount and Description

Management Fees The Fund and the Fund LP pay aggregate monthly management fees tothe Manager equal to 1/12 of 2.0% (being monthly fees of 0.167%) ofthe net asset value of the Fund, calculated and payable monthly based onthe net asset value at the end of the month.

For purposes of determining Unit Value, other than at month end,management fees are pro-rated for the number of days already passed inthe subject month and based on the net asset value as at such calculationdate.

Incentive Fee Distributions The Fund LP makes quarterly incentive fee distributions (“Incentive FeeDistributions”) to its general partner (currently Friedberg Advisors)equal to 20% of the net appreciation in the net asset value of the Fund LP(the “Fund LP NAV”) (adjusted for any capital contributions into andwithdrawals from the Fund LP and any distributions to the Fund).

Incentive Fee Distributions will, however, only be payable to the extentthat:

1. the Fund LP NAV (adjusted for any capital contributions intoand withdrawals from the Fund LP and any distributions to the Fund) ishigher than a “high water mark” of the Fund LP NAV on the last day ofthe preceding period in respect of which Incentive Fee Distributionswere paid, and

2. the net realized and unrealized appreciation in the Fund LP NAV(adjusted for any capital contributions into and withdrawals from theFund LP and any distributions to the Fund), exceeds an annualized rateof return equal to the yield on the 2 Year U.S. Treasury Note (the“Hurdle Rate”). The Hurdle Rate for each calendar year is the ratequoted by an external pricing service, such as Bloomberg or Reuters,designated by Friedberg Mercantile, as of the first day of business in acalendar year, will be pro-rated for each quarter of that year and will becompounded as of the beginning of each calendar year. For 2018, theHurdle Rate is 1.88%.

Accrued Incentive Fee Distributions, if any (calculated based on netappreciation in the adjusted Fund LP NAV to the subject calculationdate) are deducted in determining the Fund LP NAV. Accordingly, UnitValue, which is principally determined based on the Fund LP NAV, will

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reflect the accrual of Incentive Fee Distributions, if any.

Operating Expenses The Fund pays all expenses relating to its operation. These expensesinclude, but are not limited to, applicable taxes (including allHarmonized Sales Tax (“HST”) and similar taxes associated with thepayment of the portion of the Management Fees allocable to it), audit,advisory, legal, custody and licensing fees, Unitholder reports, recordkeeping, convening and holding meetings of Unitholders, and any otheradministrative services. The initial costs of organizing the Fund werepaid by Friedberg Mercantile. The expenses connected with marketingthe Fund are also paid by Friedberg Mercantile or its affiliates.

The Fund LP pays all expenses relating to its operation. These expensesinclude, but are not limited to, applicable taxes (including all HST andsimilar taxes associated with the payment of the portion of theManagement Fees allocable to it and the payment of Incentive FeeDistributions), audit, advisory, legal, custody and licensing fees, reportsto limited partners, record keeping, convening and holding meetings oflimited partners, all brokerage commissions and fees relating to thepurchase and sale of assets, and any other administrative services. Theinitial costs of organizing the Fund LP were borne rateably by the Fundand Friedberg Mercantile.

The fees and expenses in connection with the IRC payable by the Fundand the Fund LP will be reimbursed by Friedberg Mercantile or itsaffiliates (for at least the 2018 calendar year). As compensation for theirrole on the IRC, each member of the IRC receives compensation in theamount of $10,000 per annum, payable quarterly. All IRC members arealso entitled to reimbursement of certain costs associated with theperformance of their duties as IRC members. These fees and expensereimbursements are meant to cover the services of the IRC for fourinvestment funds, including the Fund and the Fund LP, that are managedby the Manager and/or its affiliates.

Trailing Commission The Manager pays or causes to be paid (out of the Management Fees itreceives) to each dealer who has clients invested in the Fund a monthlytrailing commission equal to 1/12 of 0.75% (being a monthlycommission of 0.0625%) of the aggregate Unit Value of their clients’Units at the end of each month (pro-rated if the client has only been aUnitholder for part of the month) for the ongoing advice and servicesuch clients receive from the dealer relating to their investment in theFund.

Fees and Expenses Payable by You:

Type of Fee Amount and Description

Redemption Fee To avoid the dilutive effect on the remaining Unitholders, when aUnitholder redeems Units, the redemption price will be the Unit Valueless 0.375% (3/8 of 1%). The reduction in redemption price is retainedby the Fund or the Fund LP and not by Friedberg Mercantile (or

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Friedberg Advisors) or the Manager, and is used to cover the cost forselling securities and/or liquidating positions in derivatives in order topay redemption proceeds to the redeeming Unitholder.

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ANNUAL RETURNS, MANAGEMENT EXPENSE RATIOAND TRADING EXPENSE RATIO

The following table sets out the returns, the management expense ratio (including HST or any analogoustaxes) and the trading expense ratio for the financial years ended December 31, 2017, 2016, 2015, 2014and 2013 as disclosed in the most recently filed annual management report of fund performance of theFund:

2017 2016 2015 2014 2013

Annual Returns: 40.56% -16.06% 15.16% -14.83% -35.49%

Management Expense Ratio(“MER”)*:

2.42% 2.35%** 2.35%** 2.32%** 2.32%**

Trading Expense Ratio(“TER”)*

0.66% 0.46% 0.71% 0.52% 0.92%

* The consolidated MER and TER information for the Fund includes the expenses of, and incentive fee distributions made by, theFund LP.

** Inclusive of HST.

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ABOUT THIS PROSPECTUS

As described above, the Fund (as defined below) has been conducting its trading activities through theFund LP (as defined below) (in which the Fund is the sole limited partner) since 2011.

This prospectus describes the Fund’s investment objectives and strategies, the investment restrictions towhich the Fund is subject and risks related to the Fund and its activities. Such descriptions also apply tothe Fund’s indirect activities through the Fund LP (and the individuals responsible for portfoliomanagement of the Fund are also the individuals responsible for portfolio management of the Fund LP).With respect to the investment restrictions to which the Fund is subject (including, by way of example,the limits on the use of short selling of equity securities), such restrictions apply to the consolidatedpositions of the Fund and the Fund LP.

OVERVIEW OF THE STRUCTURE OF THE FUND

Friedberg Global-Macro Hedge Fund (the “Fund”) is an open-end mutual fund trust established under thelaws of Ontario which is offering redeemable trust units of the Fund (“Units”). The Fund was createdpursuant to a trust agreement made as of the 5th of September 2006, amended and restated as of July 1,2011 (the “Trust Agreement”).

The portfolio manager and principal distributor of the Fund is Friedberg Mercantile Group Ltd.(“Friedberg Mercantile”).

The administrative manager and trustee of the Fund is Toronto Trust Management Ltd. (the “Manager”),an affiliate of Friedberg Mercantile. The head office of Friedberg Mercantile, the Manager and the Fundis Brookfield Place, 181 Bay Street, Suite 250, Toronto, Ontario, M5J 2T3. The Fund is considered a“mutual fund” (and, by extension, an “investment fund”) under securities legislation.

The holders of Units are referred to in this prospectus as the “Unitholders” of the Fund.

THE FUND LP

The Fund is the sole limited partner of Friedberg Global-Macro Hedge Fund Limited Partnership (the“Fund LP”), the entity through which the Fund has been conducting its investment activities since 2011.The Fund LP is a limited partnership formed under the laws of Manitoba.

Friedberg Advisors LP (“Friedberg Advisors”) is the sole general partner of the Fund LP and provides,or arranges to be provided, investment advice and portfolio management for the Fund LP.

The Manager is also the administrative manager of the Fund LP, and the head office of FriedbergAdvisors and the Fund LP are at the same location as the head offices of Friedberg Mercantile, theManager and the Fund.

INVESTMENT OBJECTIVE

The Fund is a multi-strategy fund whose investment objective is to seek (investing indirectly through theFund LP) significant total investment returns, consisting of a combination of interest income, currencygains and capital appreciation by investing in the following four discrete groups of investments: (i) longpositions in fixed income securities; (ii) long and short positions in equity securities; (iii) currencyforwards and futures contracts and options thereon (“Currency Futures Instruments”); and (iv)commodity forwards and futures contracts and options thereon, and other over-the-counter traded

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derivatives instruments (“Commodity Futures Instruments”). The Fund employs leverage wheninvesting in Currency Futures Instruments and Commodity Futures Instruments (and there are norestrictions on the leverage which the Fund can employ).

INVESTMENT STRATEGIES

As more fully described below, the Fund, through the investment activity of the Fund LP, invests in fourdistinct groups, two of which (investments in fixed income securities and investments in equity securities)are comprised of securities and the other two of which (investments in Currency Futures Instruments andinvestments in Commodity Futures Instruments) are comprised of commodity and currency instruments.The two groups comprised of securities are collectively referred to in this prospectus as the Fund’s“Securities Portfolios” and the two groups comprised of commodity and currency instruments arecollectively referred to in this prospectus as the Fund’s “Derivatives Portfolios”.

In order to seek to achieve the Fund’s investment objective, Friedberg Advisors allocates the Fund LP’scapital among the four asset classes in the respective proportions which Friedberg Advisors believesoptimal from time to time. There are no fixed percentage ranges for allocating the Fund LP’s assetsamong the four classes, and Friedberg Advisors may determine that all or most of the Fund LP’s assetsshould be allocated to only certain (or only one) of such asset classes.

The respective percentages of the assets of the Fund LP allocated to each group (and to each set ofstrategies for equity investments) will be adjusted based on Friedberg Advisors’ ongoing views of themarkets and perception of trading opportunities.

An investment in the Fund involves certain risks. Please see “Risk Factors” commencing at page 12.

The following is a concise description of the respective investment strategies that are employed in respectof the Fund LP’s groups of investments.

Fixed Income Investments Generally

The Fund, through the Fund LP, invests in both investment grade and non-investment grade fixed incomeobligations and debt securities of governmental and corporate issuers denominated in various currencies,including corporate bonds and preferred stock, which investments may be issued anywhere in the world.The Fund LP may invest in securities of any maturity. Friedberg Advisors may, in its absolute discretion,dispose of or retain equity securities acquired by the Fund through exercise of the conversion ofconvertible securities.

Friedberg Advisors manages the Fund LP’s portfolio of fixed income obligations to take advantage ofchanging economic and market conditions. Friedberg Advisors analyzes three main areas whenconsidering a security for investment: (i) currency of denomination (currency risk), (ii) average maturity(interest rate risk), and (iii) the financial and other characteristics of specific issuers (credit and liquidityrisk). Friedberg Advisors may, however, determine to hedge the currency component of a fixed incomesecurity or to effectively change the currency denomination of a particular fixed income security throughthe use of Currency Futures Instruments, thereby producing a synthetic security.

Although Friedberg Advisors attempts to reasonably diversify the Fund LP’s fixed income investments,there are no limitations (other than those generally applicable to prospectus offered mutual funds, or morebroadly prospectus offered investment funds, in Canada) on the concentration of the Fund LP’s assets inany issuer, market sector, country, currency or securities of any particular maturity.

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Equity Investments

The Fund LP’s equity investments are comprised of two separate sets of generally applied strategies:

1. a long/short strategy intended to be a “market neutral” strategy (meaning a strategy which seeksto achieve returns by using strategies designed to be insulated (or hedged) from the generaldirection of U.S. equity markets); and

2. investment across global markets, using a strategy which can take long and/or short positions inequity securities but is not intended to be “market neutral”, provided that, taken together, shortpositions in equity securities will not exceed 40% of the Fund’s net assets.

For the purposes of the Fund and the Fund LP, “equity securities” are defined to include, withoutlimitation, common stock, preferred stock, securities convertible into common or preferred stock, stockwarrants and rights, limited partnership interests, units or shares of undertakings for collective investment,depository receipts, investment trusts and exchange traded funds.

Although Friedberg Advisors attempts to reasonably diversify the Fund LP’s investments in equitysecurities, there are no limitations (other than those generally applicable to prospectus offered mutualfunds, or more broadly prospectus offered investment funds, in Canada) on the concentration of the FundLP’s assets in any issue, issuer, market sector, country, currency or securities of any particular maturity orcredit quality.

With respect to market neutral strategy investments, the value of the long and short positions may notnecessarily be equal in value; however, Friedberg Advisors attempts to balance the long and shortpositions in such a way as to minimize systematic or market risks. “Systematic or market risk” refers tothe reactions of individual securities to major market swings. This strategy is designed to enableFriedberg Advisors to focus on security selection rather than market timing. Because some stocks aremore sensitive and others less sensitive to market movements, there is no assurance that FriedbergAdvisors will be successful in eliminating or even reducing systematic risk even as Friedberg Advisorsvaries the mix of the equity investments.

In respect of the non “market neutral” equity portfolio, the Fund LP actively trades such non “marketneutral” equity portfolio and may also use stock index and related options. The Fund LP may also writecovered put and call options on its non “market neutral” equity portfolio to attempt to realize greaterreturns or for hedging purposes, and enter into currency exchange forward contracts for hedging purposes.

Currency Instruments

Generally, the Fund LP invests in principally four main types of Currency Futures Instruments which aretraded pursuant to the currency investing program of Friedberg Mercantile: (a) exchange traded futures;(b) exchange traded options; (c) over-the-counter (“OTC”) forward contracts; and (d) OTC optionscontracts (OTC forward contracts and OTC options contracts are collectively referred to as “OTCContracts”). Friedberg Advisors chooses among these various contracts, depending on, among otherthings, cost, liquidity and maturity and other then-prevailing market conditions and sentiments. Wheninvesting in futures, forward and option contracts (and where appropriate, spot or cash positions),Friedberg Advisors generally concentrates its investments in the major currencies (e.g., Euro, U.S. Dollar,Japanese Yen, British Pound, Swiss Franc and Canadian Dollar) and may also trade other currencieswhich it believes present opportunities and sufficient liquidity, including, without limitation, theAustralian, New Zealand, Turkish, Brazilian and Polish currencies. The currency program may bemodified at any time without notice.

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The Fund LP invests on all major United States and foreign commodity futures exchanges from time totime, although a majority of the exchange transactions entered into by the Fund LP are generally enteredinto on United States futures exchanges. Non-exchange transactions are entered into by the Fund LPthrough major international brokers and banks.

Please refer to “The Futures, Forwards, and Options Markets” below for a description of futures, forwardsand options contracts and the respective markets on or through which such contracts are issued andtraded.

Commodity Instruments

Commodity Futures Instruments include exchange traded futures and options contracts and OTCContracts on any traded commodity, interest rate and stock index contracts.

The Fund LP may invest on any major United States or foreign commodity futures exchange from time totime, although a majority of the exchange transactions entered into by the Fund LP are expected togenerally be entered into on United States futures exchanges. Non-exchange transactions will be enteredinto by the Fund LP through major international brokers and banks.

Please refer to “The Futures, Forwards, and Options Markets” below for a description of futures, forwardsand options contracts and the respective markets on or through which such contracts are issued andtraded.

INVESTMENT RESTRICTIONS

The Fund and the Fund LP are subject to certain restrictions and practices contained in securitieslegislation, including National Instrument 81-102 Investment Funds (“NI 81-102”), which are designed inpart to ensure that the investments of the Fund, through the Fund LP, are diversified and relatively liquidand to ensure the proper administration of the Fund and the Fund LP. The Fund and the Fund LP aremanaged in accordance with these restrictions and practices set out in NI 81-102, except as otherwisepermitted by National Instrument 81-104 Commodity Pools (“NI 81-104”) or as otherwise describedbelow under “Securities Portfolios”.

Securities legislation distinguishes between the use of derivatives for hedging purposes and for non-hedging purposes. “Hedging” refers to investments that are intended to offset or reduce a specific riskassociated with all or a portion of an existing investment. Commodity pools, such as the Fund and theFund LP, are accorded greater flexibility to invest using derivatives for non-hedging purposes thaninvestment funds that are not subject to NI 81-104.

Under the provisions of the Trust Agreement and the limited partnership agreement of the Fund LP, theinvestment restrictions and practices contained in securities legislation, including NI 81-102 as amendedby NI 81-104, may not be deviated from by the Fund or the Fund LP without the prior consent of theCanadian securities regulatory authorities having jurisdiction over the Fund.

Derivatives Portfolios

The Fund LP, unlike investment funds that are not subject to NI 81-104, is permitted by NI 81-104 tolever the assets in its Derivatives Portfolios; that is, the aggregate underlying market exposure of allderivatives held by the Fund LP in its Derivatives Portfolios calculated on a daily marked-to-market basiscan exceed the Fund LP’s cash and cash equivalents, including cash held as margin on deposit to supportthe Fund LP’s derivatives investing activities in its Derivatives Portfolios.

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Securities Portfolios

Dealer Managed Investment Fund

Friedberg Mercantile is a registered securities dealer. Accordingly, the Fund and the Fund LP areconsidered to be “dealer managed” investment funds for the purposes of NI 81-102. Applicable securitieslegislation imposes restrictions on investments by dealer managed investment funds. If you would like acopy of these restrictions, please contact the Manager and you will be provided with a copy.

In accordance with the dealer managed investment fund rules, neither the Fund nor the Fund LP maymake an investment in any class of securities of any issuer (other than those issued or guaranteed by theGovernment of Canada, the government of a province of Canada or any agency of the foregoing) (i) forwhich Friedberg Advisors’ associates or affiliates has acted as underwriter (except for a small sellinggroup participation) during the preceding 60 days or (ii) of which any director, officer or employee ofFriedberg Advisors or its associates or affiliates is a partner, director, officer or employee, if such personparticipates in the formulation of, influences or has access prior to implementation of, investmentdecisions made on behalf of the Fund LP.

Short Selling

The Fund LP has received permission from the Canadian securities regulatory authorities to deviate fromthe maximum levels for selling securities short otherwise permitted by NI 81-102.

A short sale involves borrowing securities from a lender and selling those securities in the open market(or “selling short” the securities). At a later date, the same number of securities are repurchased by theFund LP and returned to the lender. In the interim, the proceeds from the first sale are deposited with thelender and the Fund LP pays compensation to the lender on the borrowed securities. If the value of thesecurities declines between the time that the Fund LP borrows the securities and the time it repurchasesand returns the securities to the lender, the Fund LP will make a profit for the difference (less anycompensation the Fund LP is required to pay to the lender). Selling short provides the Fund LP with moreopportunities for profits when markets are generally volatile or declining.

The Fund LP is permitted to engage in short selling only within certain controls and limitations (certain ofwhich are prescribed in NI 81-102 and others are included as conditions in the exemptive relief providedby the Canadian securities regulatory authorities). Securities may be sold short only for cash and the FundLP must receive the cash proceeds within normal trading settlement periods for the market in which theshort sale is made.

At the time securities of a particular issuer are sold short, the aggregate market value of all securities ofthat issuer sold short will not exceed 5% of the total assets of the Fund. The aggregate market value of allsecurities sold short by the Fund LP will not exceed 40% of the Fund’s net assets on a daily marked-to-market basis.

The Fund LP is also required to hold “cash cover” (as defined in NI 81-102) in an amount, including theFund LP assets deposited with lenders as security in connection with the short sale transactions, that is atleast 150% of the aggregate market value of all securities sold short on a daily marked-to-market basis.Furthermore, no proceeds from short sales are permitted to be used to purchase long positions insecurities other than cash cover.

Friedberg Advisors must also ensure that for short sale transactions (i) in Canada, every dealer that holdsFund LP assets as security in connection with the short sale transactions by the Fund LP is a registered

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dealer in Canada and a member of a self-regulated organization that is a participating member of theCanadian Investor Protection Fund; and (ii) outside of Canada, every dealer that holds Fund LP assets assecurity in connection with short sale transactions by the Fund LP is (a) a member of a stock exchangeand, as a result, is subject to a regulatory audit and (b) has a net worth in excess of the equivalent ofCDN$50 million determined from its most recent audited financial statements that have been madepublic.

Except where the lender is the Fund LP’s custodian or a sub-custodian thereof, when the Fund LPdeposits Fund LP assets with a lender as security in connection with a short sale transaction, the amountof Fund LP assets deposited with the lender may not, when aggregated with the amount of Fund LP assetsalready held by the lender as security for outstanding short sale of securities transactions of the Fund LP,exceed 10% of the net assets of the Fund LP, taken at market value as at the time of the deposit.

Securities Lending Transactions

A securities lending transaction is where the Fund LP lends portfolio securities that it owns to a thirdparty borrower. The borrower promises to return to the Fund at a later date an equal number of the samesecurities and to pay a fee to the Fund LP for borrowing the securities. While the securities are borrowed,the borrower provides the Fund LP with collateral consisting of a combination of cash and securities. Inthis way, the Fund LP retains exposure to changes in the value of the borrowed securities while earningadditional fees.

A repurchase transaction is where the Fund LP sells portfolio securities that it owns to a third party forcash and simultaneously agrees to buy back the securities at a later date at a specified price using the cashreceived by the Fund LP from the third party. While the Fund LP retains its exposure to changes in thevalue of the portfolio securities, it also earns fees for participating in the repurchase transaction.

A reverse repurchase transaction is where the Fund LP purchases certain types of debt securities from athird party and simultaneously agrees to sell the securities back to the third party at a later date at aspecified price. The difference between the Fund LP’s purchase price for the debt instruments and theresale price provides the Fund LP with additional income.

As indicated above, securities lending, repurchase and reverse repurchase transactions enable the Fund LPto earn additional income and thereby enhance its performance.

The Fund LP does not enter into a securities lending transaction or a repurchase transaction if,immediately thereafter, the aggregate market value of all securities loaned by the Fund LP and not yetreturned to it or sold by the Fund LP in repurchase transactions and not yet repurchased would exceed10% of the total assets of the Fund LP (exclusive of collateral held by the Fund LP for securities lendingtransactions and cash held by the Fund LP for repurchase transactions).

THE FUTURES, FORWARDS AND OPTIONS MARKETS

The following is a concise description of the futures, forwards and options markets. In its DerivativesPortfolios, the Fund uses Currency Futures Instruments and Commodity Futures Instruments forspeculative purposes. The Fund may also use Currency Futures Instruments for purposes of hedging anypart of its Securities Portfolios.

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Futures Contracts

Trades in commodity, interest rate, stock index and currency futures contracts are required to be made ona commodity exchange and call for the future delivery of various commodities, securities and currenciesat a specified time and place. These contractual obligations, depending on whether one is a buyer or aseller, may be satisfied either by cash settlement or by making an offsetting sale or purchase of anequivalent futures contract on the same (or a linked) exchange prior to the designated date of delivery. Inmarket terminology, a trader who purchases a futures contract is “long” in the futures market, and a traderwho sells a futures contract is “short” in the futures market. Outstanding futures contracts (those that havenot been closed out by an offsetting purchase or sale or by delivery) are known as “open trades” or “openpositions”.

Forward Contracts

Currencies or commodities may be purchased or sold for future delivery through major banks or dealerspursuant to OTC Contracts. In such instances, the bank or dealer generally acts as a principal in thetransaction and includes its anticipated profit and costs of the transaction in the prices it quotes for suchOTC Contract. Friedberg Mercantile will be acting as broker (and not as principal) in connection with theFund’s trading in OTC Contracts. Contractual obligations are satisfied by making an off-setting “closing”trade, sale or purchase of an equivalent OTC Contract with the same bank or broker prior to thedesignated date of delivery. Profits or losses on those trades are not received or paid until the settlementdate. The Fund may trade OTC Contracts to a significant extent (please see “Regulation” below). Unlikefutures contracts, OTC Contracts are not of any standard size. Rather, they are the subject of individualnegotiation between the parties involved. The forward markets provide what has typically been a highlyliquid market for OTC Contract trading, and in certain cases the prices quoted for OTC Contracts may bemore favourable than those quoted for comparable futures positions on futures exchanges. The forwardmarkets are substantially unregulated.

Options

An option on a futures contract or an OTC Contract gives the purchaser of the option the right (but not theobligation) to take a position at a specified price (the “striking”, “strike”, or “exercise” price) in theunderlying futures contract or OTC Contract. The seller (or “writer”) of an option is obligated to take afutures or OTC Contract position at a specified price if the option is exercised.

Options have limited life spans, usually tied to the delivery or settlement date of the underlying futurescontract or OTC Contract. Options usually trade at a premium (referred to as the “time value” of theoption) above their intrinsic value (the difference between the market price for the underlying futurescontract or OTC Contract, as the case may be, and the striking price). Increased market volatilityincreases the time value of options. As an option nears its expiration date, the market value and theintrinsic value move into parity as the time value diminishes.

Hedgers and Speculators

The two broad classifications of persons who trade in futures and options contracts are “hedgers” and“speculators”. Commercial interests that either buy goods or sell goods to parties in other countries usethe futures and options markets to a significant extent for hedging commodity, interest rate, currency andprice volatility risks. Hedging is a protective procedure designed to lock in profits that may otherwise beeroded because of fluctuations in the price of commodities, for example, between the time a merchandiseror processor makes a contract and the time the merchandiser must perform the contract. CommodityFutures Instruments enable the hedger to shift the risk of fluctuations in the price of commodities to the

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speculator and Currency Futures Instruments enable the hedger to shift the risk of exchange ratefluctuations to the speculator. The usual objective of the hedger is to protect the profit or costs which heor she expects to earn or incur rather than to profit from trading in Commodity Futures Instruments orCurrency Futures Instruments. The speculator, unlike the hedger, risks his or her capital with the hope ofmaking profits from fluctuations in the price of commodities or exchange rates. Since the speculator maytake either a long or short position, it is possible for him or her to make profits or incur losses regardlessof the direction of commodity prices or exchange rate trends.

Futures Exchanges

Futures exchanges provide centralized market facilities for trading in Commodity Futures Instruments andin Currency Futures Instruments. The International Monetary Market (a division of the ChicagoMercantile Exchange) is the principal currency futures exchange in the United States.

All futures exchanges operate through associated “clearing houses”. Once trades made between membersof an exchange have been confirmed, the clearing house becomes substituted for the clearing memberacting on behalf of each buyer and each seller of contracts traded on the exchange and in effect becomesthe other party to the trade. Thereafter, each party to the trade looks only to the clearing house forperformance.

The regulations governing the practices of futures exchanges organized outside of the United States maydiffer significantly from those relating to United States exchanges.

Speculative Position Limits

All futures exchanges have established limits, referred to as “speculative position limits”, on themaximum net long or net short position that any person (other than a hedger) may hold or control(through, for example, futures contracts). The purpose of speculative position limits is to prevent a“corner” on a market or undue influence on prices by any single trader or group of traders. Please see“Risk Factors – Restrictive Effect of Speculative Position Limits” at page 13. In general, no positionlimits are in effect on non-United States futures exchanges outside of North America, although theprincipal with which the traders trade in such markets may impose such limits as a matter of credit policy.

Prices

Prices of Commodity Futures Instruments and Currency Futures Instruments are volatile and are subjectto many influences, including projections for supply and demand for commodities, the psychology of themarketplace and speculative assessments of future world events. Political forces, interest rates, stockprices, balance of payments, exchange controls and other governmental interventions, as well asnumerous other variables, affect the markets in Commodity Futures Instruments and Currency FuturesInstruments, and even with comparatively complete information, it is difficult for any trader to reliablypredict commodity prices or exchange rates.

Regulation

Commodity exchanges in the United States on which futures and options trade are subject to regulationby the United States Commodity Futures Trading Commission (the “CFTC”) under the United StatesCommodities Exchange Act, as amended. In addition, the various commodity exchanges themselvesexercise regulatory and supervisory authority over their member firms.

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Although banks in the United States are regulated in various ways by the Federal Reserve Board, neitherthe CFTC nor the Comptroller of the Currency or other federal or state banking officials regulate forwardtrading. Forward dealers are not subject to any registration or similar regulatory requirements (other thananti-fraud legislation).

Investors should understand that the regulation of futures and options trading in the United States andother countries is a constantly changing area of the law.

Margin

Margin is the minimum amount of funds that must be deposited by a trader in Commodity FuturesInstruments or Currency Futures Instruments with their broker in order to initiate futures trading or tomaintain the trader’s open positions. A margin deposit, unlike “margin” in the context of securitiestransactions which involves a loan from the broker to the customer, is like a cash performance bond. Ithelps assure the commodity trader’s performance of their obligations under their open positions.Commodity Futures Instruments and Currency Futures Instruments are customarily bought and sold onmargins that range upward from less than two percent of the purchase price of the contract being traded.Because of these low margins, price fluctuations occurring in these markets may create profits and lossesthat are greater than are customary in other forms of investment in relation to the amount of fundsinvested. The minimum amount of margin required in regard to a particular futures or options contract isset from time to time by the exchange upon which, or the parties through which, such contract is tradedand may be modified from time to time by the exchange or such parties during the term of the contract.Brokerage firms, including Friedberg Mercantile, carrying accounts for traders in Commodity FuturesInstruments and Currency Futures Instruments may increase the amount of margin required as a matter ofpolicy in order to further protect themselves. Such increased margin requirements may apply to existingpositions as well as to positions acquired in the future. The Fund may be required to maintain higher thanminimum margin levels in respect of its trading on certain exchanges or through certain parties.

When a trader purchases an option, there is no margin requirement. When a trader sells an option, on theother hand, the trader is required to deposit margin in an amount determined by the margin requirementsestablished for the futures contract (if any) underlying the option, and, in addition, an amountsubstantially equal to the current premium for the option. The margin requirements imposed on thewriting of options, although adjusted to reflect the probability that “out-of-the-money” options will not beexercised, can, in fact, be higher than those imposed in dealing in the futures markets directly.Complicated margin requirements apply to “spreads” and “conversions”, complex trading strategies inwhich a trader acquires a mixture of related futures and options positions.

When the market value of a particular open futures or options position changes to a point where themargin on deposit does not satisfy maintenance margin requirements, a margin call will be made by thetrader’s broker. If the margin call is not met within a reasonable time, the broker is required to close outthe trader’s position. Margin requirements are computed each day by the trader’s broker.

Major exchanges have instituted certain combined margining arrangements involving procedures pursuantto which the futures and options positions held in an account would, in the case of certain accounts, beaggregated and margin requirements assessed on a portfolio basis, measuring the total risk of thecombined positions. Please see “Risk Factors – High Leverage” at page 12.

In Canada, market regulatory authorities and major exchanges have adopted revised policies regardingmargin requirements for unhedged foreign exchange positions. These policies impose different levels ofmargin requirements depending on certain criteria. Under these policies, margin in excess of 25% of face

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value is required for contracts for certain currencies, a rate which may preclude the Fund from achievingthe exposure and results it seeks.

FEES AND EXPENSES

This section summarizes the fees, distributions and expenses to be paid or made by the Fund and the FundLP.

Management Fees

The Fund and the Fund LP pay to the Manager aggregate monthly management fees (“ManagementFees”) equal to 1/12 of 2.0% (being monthly fees of 0.167%) of the net asset value of the Fund,calculated and payable monthly based on the Fund’s net asset value at the end of the month. For purposesof determining the net asset value per Unit of the Fund (the “Unit Value”), other than at month end,Management Fees are pro rated for the number of days already passed in the subject month and based onthe net asset value at such valuation time.

Incentive Fee Distributions

The Fund LP makes quarterly incentive fee distributions (“Incentive Fee Distributions”) to its generalpartner (currently Friedberg Advisors) equal to 20% of the net appreciation in the net asset value of theFund LP (the “Fund LP NAV”) (adjusted for any capital contributions into and withdrawals from theFund LP and any distributions to the Fund).

Incentive Fee Distributions will, however, only be payable to the extent that:

1. the Fund LP NAV (adjusted for any capital contributions into and withdrawals from the Fund LPand any distributions to the Fund) is higher than a “high water mark” of the Fund LP NAV on thelast day of the preceding period in respect of which Incentive Fee Distributions were paid, and

2. the net realized and unrealized appreciation in the Fund LP NAV (adjusted for any capitalcontributions into and withdrawals from the Fund LP and any distributions to the Fund) exceedsan annualized rate of return equal to the yield on the 2 Year U.S. Treasury Note (the “HurdleRate”). The Hurdle Rate for each calendar year is the rate quoted by an external pricing service,such as Bloomberg or Reuters, designated by Friedberg Advisors, as of the first day of business ina calendar year, will be pro-rated for each quarter of that year and will be compounded as of thebeginning of each calendar year. For 2018, the Hurdle Rate is 1.88%.

Incentive Fee Distributions are calculated with respect to the Fund LP as a whole. Accordingly, undercertain circumstances, Incentive Fee Distributions may be made before a Unitholder recovers his or herentire pro rata share of previously incurred net depreciation and the amount of any Incentive FeeDistributions indirectly borne by the Unitholder may be greater or less than 20% of the net appreciation inthe net asset value of such Unitholder’s interest in the Fund.

Accrued Incentive Fee Distributions, if any, (calculated based on net appreciation in the Fund LP NAV tothe subject calculation date) are deducted in determining the Fund LP NAV. Accordingly, Unit Value,which is principally determined based on the Fund LP NAV, will reflect the accrual of Incentive FeeDistributions, if any.

If the Fund LP makes Incentive Fee Distributions, an amount of income of the Fund LP will be allocatedfor tax purposes to the general partner, which must include such amount in its income.

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Operating Expenses

Except as noted below, the Fund pays all expenses relating to its operation. These expenses include, butare not limited to, applicable taxes (including all Harmonized Sales Tax (“HST”) and similar taxesassociated with the payment of the portion of the Management Fees allocable to it), audit, advisory, legal,custody and licensing fees, Unitholder reports, record keeping, convening and holding meetings ofUnitholders and any other administrative services. The initial costs of organizing the Fund were paid byFriedberg Mercantile. The expenses connected with marketing the Fund are also paid by FriedbergMercantile or its affiliates.

The Fund LP pays all expenses relating to its operation. These expenses include, but are not limited to,applicable taxes (including all HST and similar taxes associated with the payment of the portion of theManagement Fees allocable to it and the payment of Incentive Fee Distributions), audit, advisory, legal,custody and licensing fees, reports to limited partners, record keeping, convening and holding meetings oflimited partners, all brokerage commissions and fees relating to the purchase and sale of assets, and anyother administrative services. The initial costs of organizing the Fund LP were borne rateably by the Fundand Friedberg Mercantile.

The fees and expenses in connection with the independent review committee (the “IRC”) payable by theFund and the Fund LP will be reimbursed by Friedberg Mercantile or its affiliates (for at least the 2018calendar year).

As compensation for their role on the IRC, each member of the IRC receives compensation in the amountof $10,000 per annum, payable quarterly. All IRC members are also entitled to reimbursement of certaincosts associated with the performance of their duties as IRC members. These fees and expensereimbursements are meant to cover the services of the IRC for four investment funds, including the Fundand the Fund LP, that are managed by the Manager and/or its affiliates.

For additional information about the IRC, including the names of its members, please see “Organizationand Management Details of the Fund – The Independent Review Committee” at page 31.

Trailing Commission

The Manager pays or causes to be paid (out of the Management Fees it receives) to each dealer who hasclients invested in the Fund a monthly trailing commission equal to 1/12 of 0.75% (being a monthlycommission of 0.0625%) of the aggregate Unit Value of their clients’ Units at the end of each month (prorated if the client has only been a Unitholder of the Fund for part of the month) for the ongoing adviceand service such clients receive from the dealer relating to their investment in the Fund.

Redemption Fee

To avoid the dilutive effect on the remaining Unitholders, when a Unitholder redeems Units, theredemption price will be the Unit Value less 0.375% (3/8 of 1%). The reduction in redemption price isretained by the Fund (or the Fund LP), and not by Friedberg Mercantile (or Friedberg Advisors) or theManager, and is used to cover the cost for selling securities and/or liquidating positions in derivatives inorder to pay redemption proceeds to the redeeming Unitholder.

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Brokerage Arrangements

Friedberg Mercantile is authorized to establish, maintain, change and close brokerage accounts on behalfof the Fund. Substantially all trading in Currency Futures Instruments and Commodity FuturesInstruments for the Fund are done through Friedberg Mercantile.

The purchase and sale of portfolio securities is arranged through registered brokers or dealers selected onthe basis of an assessment of the ability of the broker or dealer to execute transactions promptly and onfavourable terms, and the quality and value of the research services provided to the Fund by the broker ordealer used in assessing potential investments. Since April 2017 (the date of the Fund’s last prospectus),in return for daily research reports, brokerage commissions have been directed to Evercore ISI andCornerstone Macro, LLC.

ANNUAL RETURNS, MANAGEMENT EXPENSE RATIOAND TRADING EXPENSE RATIO

The following table sets out the returns, the management expense ratio (including HST or any analogoustaxes) and the trading expense ratio for the financial years ended December 31, 2017, 2016, 2015, 2014and 2013 as disclosed in the most recently filed annual management report of fund performance of theFund:

2017 2016 2015 2014 2013

Annual Returns: 40.56% -16.06% 15.16% -14.83% -35.49%

Management Expense Ratio(“MER”)*:

2.42% 2.35%** 2.35%** 2.32%** 2.32%**

Trading Expense Ratio(“TER”)*

0.66% 0.46% 0.71% 0.52% 0.92%

* The consolidated MER and TER information for the Fund includes the expenses of, and incentive fee distributions made by, theFund LP.

** Inclusive of HST.

RISK FACTORS

Investment in Units is speculative, involves a high degree of risk and is suitable only for persons who areable to assume the risk of losing their entire investment. Prospective investors should consider thefollowing risks, among others, related to the Fund before subscribing for Units.

Risks Related to the Fund’s Derivatives Portfolios

High Leverage

In respect of its speculative currency and commodity investments, the Fund LP uses a high degree ofleverage (compared to investments in assets other than futures, forward and options contracts), acquiringpositions with a gross value substantially in excess of the Fund LP NAV, and there are no restrictions onthe leverage which can be used by the Fund LP. The use of leverage may cause the Fund LP to sufferlosses on any open position significantly in excess of the assets allocated to such position as margin or ofthe line of credit permitting the Fund LP to maintain such position.

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Restrictive Effect of Speculative Position Limits

The CFTC and U.S. commodities exchanges have established limits referred to as “speculative positionlimits” on the maximum net long or short speculative futures positions that any person may hold orcontrol in derivatives traded on U.S. commodities exchanges. All accounts owned or managed by thecommodity trading advisers, their principals and their affiliates will be combined for position limitpurposes. Friedberg Advisors may in the future reduce the size of positions that would otherwise be takenfor the Fund LP or not trade in certain markets on behalf of the Fund LP in order to avoid exceeding suchlimits. Modification of trades that would otherwise be made by the Fund LP, if required, could adverselyaffect the Fund LP’s operations and profitability.

Volatility Related to Commodity Futures Instruments and Currency Futures Instruments

Prices of Commodity Futures Instruments and Currency Futures Instruments are highly volatile. Pricemovements are influenced by, among other things: fiscal, monetary and exchange control programs andpolicies; national and international political and economic events; climatic conditions; and changes ininterest rates. Certain instruments in which the Fund LP may invest will be relatively illiquid and/orissued by issuers or in currencies which make such investments more susceptible to significant volatility(including the potential for significant loss) due to manipulation by governments or other parties.

Forward Trading in Commodities and Currencies Risk

The Fund LP engages in OTC Contracts trading. OTC Contracts are not traded on exchanges; rather,banks and dealers act as principals in their markets. OTC Contract trading is substantially unregulated,there is no limitation on the daily price movements of OTC Contracts and speculative position limits arenot applicable. The principals who deal in the forward markets are not required to continue to makemarkets in the OTC Contracts they trade. There have been periods during which certain participants in theforward markets have refused to quote prices for OTC Contracts in certain commodities or have quotedprices with an unusually wide spread between the price at which they are prepared to buy and that atwhich they are prepared to sell. The imposition of exchange and credit controls or the fixing of currencyexchange rates by governmental authorities might eliminate or substantially reduce trading in certaincurrencies and might also limit such forward trading to less than that which Friedberg Advisors wouldotherwise recommend, to the possible detriment of the Fund LP and the Fund.

Commodity Risk

The Fund LP’s exposure to the commodities markets may subject the Fund LP to greater volatility thaninvestments in traditional securities. The value of commodity linked derivative instruments may beaffected by changes in overall market movements, commodity index volatility, changes in interest rates,or sectors affecting a particular industry or commodity, such as drought, floods, weather, livestockdisease, embargoes, tariffs and international economic, political and regulatory developments.

Aggressive Investment Technique Risk

The Fund LP uses investment techniques and financial instruments that may be considered aggressive,including the use of futures contracts, options on futures contracts, forward contracts, swap agreementsand similar instruments. Such techniques, particularly when used to create leverage, may expose the FundLP to potentially dramatic changes (losses) in the value of the instruments and imperfect correlationbetween the value of the instruments and the reference security, currency or commodity.

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Failure of Futures Commission Merchant

There is a risk that assets of the Fund LP deposited as margin with a futures commission merchant may,in certain circumstances, be used to satisfy losses of other clients of the futures commission merchantwhich cannot be satisfied by such other clients or by the futures commission merchant. Under the terms ofindustry investor protection fund coverage in Canada and the United States (such as the CanadianInvestor Protection Fund in Canada), assets of an insolvent futures commission merchant are divided up,on a pro rata basis, among its clients. Friedberg Mercantile is a Canadian Investor Protection Fundparticipant (for the purposes of such coverage, the Fund LP will be considered as one single client).

Risks Related to the Fund’s Securities Positions

Short Selling Securities Risk

The Fund LP engages in short selling of securities. A “short sale” is where the Fund LP borrowssecurities from a lender and then sells the borrowed securities (or sells short the securities) in the openmarket. At a later date, the same number of securities are repurchased by the Fund LP and returned to thelender. In the interim, the proceeds from the first sale are deposited with the lender as collateral and theFund LP pays compensation to the lender. If the value of the securities declines between the time that theFund LP borrows the securities and the time it repurchases and returns the securities, the Fund LP makesa profit for the difference (less any compensation the Fund LP pays to the lender). Short selling involvescertain risks. There is no assurance that securities will decline in value during the period of the short salesufficient to offset the compensation paid by the Fund LP and make a profit for the Fund LP, andsecurities sold short may instead increase in value. The Fund LP may also experience difficultiesrepurchasing and returning the borrowed securities if a liquid market for the securities does not exist. Thelender from whom the Fund LP has borrowed securities may go bankrupt and the Fund LP may lose thecollateral it has deposited with the lender.

Foreign Security Risk

There are certain risks involved in investing in equity and fixed income securities of companies andgovernments of foreign nations which are in addition to the usual risks inherent in U.S. or Canadianinvestments. The value of foreign securities will be affected by factors affecting other similar securitiesand could also be affected by additional factors such as the absence of timely information, less stringentauditing standards and less liquid markets. As well, different financial, political and social factors mayinvolve risks not typically associated with investing in Canada or the U.S.

Foreign Currency Risk

As the Fund LP’s securities portfolios will be primarily invested in securities traded in U.S. dollars orother foreign currencies, the Unit Value, when measured in Canadian dollars, will, to the extent this hasnot been hedged against, be affected by changes in the value of the U.S. dollar or other foreign currenciesrelative to the Canadian dollar. The Fund LP’s securities portfolios will not be hedged at all times and,accordingly, no assurance can be given that the Fund LP will not be adversely impacted by changes inforeign exchange rates or other factors.

Hedging Risk

The use of hedges involves special risks, including the possible default by the other party to thetransaction, illiquidity and, to the extent Friedberg Advisors’ assessment of certain market movements isincorrect, the risk that the use of hedges could result in losses greater than if the hedging had not been

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used. The hedging arrangements may have the effect of limiting or reducing the total returns to the FundLP if Friedberg Advisors’ expectations concerning future events or market conditions prove to beincorrect. In addition, the costs associated with the hedging program may outweigh the benefits of thearrangements in such circumstances.

Equity Risk

The equity markets are volatile and the value of securities, futures, options contracts and otherinstruments correlated with the equity markets may fluctuate dramatically from day-to-day. This volatilitymay cause the value of one or more equity investments of the Fund to decrease.

Specific Issuer Risk

The value of all securities will vary positively or negatively with developments within the specificcompanies or governments which issue the securities.

Credit Risk

The value of fixed income securities depends, in part, on the perceived ability of the government orcompany which issued the securities to pay the interest and to repay the original investments. Securitiesissued by issuers that have a low credit rating are considered to have a higher credit risk than securitiesissued by issuers with a high credit rating. In addition, although generally considered less volatile thanequity markets, certain types of fixed income securities and certain market conditions may result insignificant volatility in the value of one or more fixed income investments of the Fund LP.

Interest Rate Risk

The value of fixed income securities will generally rise if interest rates fall (or if the markets expect aninterest rate decrease) and, conversely, will generally fall if interest rates rise (or if the markets expect aninterest rate increase). Changes in interest rates may also affect the value of equity securities; however,this risk applies primarily to fixed income securities.

Securities Lending Risk

The Fund LP may enter into securities lending transactions, repurchase transactions and reverserepurchase transactions in order to earn additional income. There are risks associated with these kinds oftransactions. Over time, the value of the securities loaned under a securities lending transaction or soldunder a repurchase transaction might exceed the value of the cash or collateral held by the Fund LP. If thethird party defaults on its obligation to repay or resell the securities to the Fund LP, the cash or collateralmay be insufficient to enable the Fund LP to purchase replacement securities and the Fund LP may suffera loss for the difference. Likewise, over time, the value of the securities purchased by the Fund under areverse repurchase transaction may decline below the amount of cash paid by the Fund LP to the thirdparty. If the third party defaults on its obligation to repurchase the securities from the Fund LP, the FundLP may need to sell the securities for a lower price and suffer a loss for the difference.

General Investment and Fund Risks

Counterparty Risk

The Fund LP is subject to credit risk with respect to the amount that the Fund LP expects to receive fromcounterparties to financial instruments entered into by the Fund LP or held by special purpose or

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structured vehicles. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due tofinancial difficulties, the Fund LP NAV and, therefore the Unit Value may decline. Friedberg Mercantile,as principal broker, will only use counterparties which it deems creditworthy. This risk is furthermitigated because, as a matter of policy, Friedberg Mercantile, as principal broker, follows the U.S. andCanadian practice which requires that client funds are segregated and not commingled.

Liquidity Risk

In certain circumstances, such as the disruption of orderly markets for equity and/or fixed incomesecurities, currencies, commodities and/or financial instruments in which the Fund LP invests, the FundLP may not be able to dispose of certain holdings quickly or at prices that represent true market value.

Market Risk

The Fund and the Fund LP are subject to market risks that will affect the value of the Fund LP NAV and,therefore the Unit Value, including general economic and market conditions, as well as developments thatimpact specific economic sectors, industries, companies or types of investment instruments.

Loss of Limited Liability

The trust agreement of the Fund includes provisions intended to limit the liability of Unitholders forliabilities and other obligations of the Fund, although no statutory provisions have historically confirmedthe limited liability status of Unitholders in a manner comparable to shareholders of a corporationincorporated under the Ontario Business Corporations Act. However, the Trust Beneficiaries’ LiabilityAct, 2004, provides that Unitholders of the Fund are not liable, as beneficiaries of a trust, for any act,default, obligation or liability of the Fund or the trustee, arising after December 16, 2004. That statute hasnot yet been judicially considered and it is possible that reliance on the statute by a Unitholder could besuccessfully challenged on jurisdictional or other grounds.

The limited partnership agreement of the Fund LP includes provisions intended to limit the liability of itslimited partner (currently the Fund) for liabilities and other obligations of the Fund LP. Limited partnersmay lose their limited liability in certain circumstances. The principles of law in the various jurisdictionsof Canada recognizing the limited liability of the limited partners of limited partnerships subsisting underthe laws of one province but carrying on business in another province or territory have not beenauthoritatively established. If limited liability is lost, there is a risk that limited partners may be liablebeyond their contribution and share of undistributed net income of the limited partnership in the event ofjudgment on a claim in an amount exceeding the sum of the net assets of its general partner and the netassets of the limited partnership.

Reliance on Key Personnel

Unitholders are relying on the abilities of a very limited number of individuals at Friedberg Advisors inthe administration of the Fund’s investment activities through the investments of the Fund LP. The loss ofsuch services for any reason could impair the ability of Friedberg Advisors to perform its investmentactivities on behalf of the Fund LP. Moreover, no assurance can be given that the trading systems andstrategies utilized by Friedberg Advisors will prove successful under all or any market conditions.

Possible Adverse Effects of Substantial Redemptions

In the event that there are redemptions of a substantial number of Units within a limited period of time,resulting in a corresponding capital withdrawal from the Fund LP within such period of time, Friedberg

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Advisors might find it difficult to adjust its trading strategies to the suddenly reduced amount of assetsunder management. Furthermore, under such circumstances, the Fund LP could be required to liquidateopen positions on unfavourable terms in order to provide sufficient funds to fund redemptions.

Conflicts of Interest

The Fund is subject to certain conflicts of interest. Friedberg Mercantile and its affiliates currently serveas portfolio manager, investment advisor and/or commodity trading advisor to various private and publicinvestment funds and commodity pools and managed accounts. Please see “Organization andManagement Details of the Fund – Conflicts of Interest” at page 30.

Active Investor Risk

Active trading of Units by Unitholders may increase the rate of portfolio turnover at the Fund LP, maynegatively impact performance by increasing transaction costs, may generate greater tax liabilities forUnitholders and may negatively impact Friedberg Advisors’ ability to achieve the investment objective ofthe Fund LP or maintain a consistent level of operating expenses. The 0.375% reduction from redemptionproceeds (described below under “Redemptions of Units”) is used to cover the cost to the Fund LP ofselling securities and/or liquidating positions in derivatives held in the Fund LP’s portfolios and todiscourage active trading.

Change in Legislation

There can be no assurance that certain laws applicable to the Fund or the Fund LP, including income taxlaws relating to the treatment of mutual fund trusts or limited partnership investment funds under theIncome Tax Act (Canada) (the “Tax Act”), will not be changed in a manner which could adversely affectthe Fund and/or the Unitholders.

Tax-Related Risks

If the Fund were to cease to qualify as a mutual fund trust as defined in the Tax Act, the income taxconsiderations relating to the Fund and Unitholders described under “Income Tax Considerations” and“Eligibility for Investment” would be materially and adversely different in certain respects. If, in ataxation year, the Fund did not make sufficient income payable to Unitholders, the Fund would be liableto non-refundable tax which would adversely affect returns to Unitholders.

If the Fund experiences a “loss restriction event” as defined in the Tax Act, the Fund (i) will be deemedto have a year-end for tax purposes (which, if the Fund has not distributed sufficient net income and netrealized capital gains, if any, for such taxation year, would result in the Fund being liable for income taxon such amounts under Part I of the Tax Act), and (ii) will become subject to the loss restriction rulesgenerally applicable to a corporation that experiences an acquisition of control, including a deemedrealization of any unrealized capital losses and restrictions on its ability to carry forward losses.Generally, the Fund would be subject to a loss restriction event if a person becomes a “majority-interestbeneficiary”, or a group of persons becomes a “majority-interest group of beneficiaries”, of the Fund, asthose terms are defined in the Tax Act. Generally, a Unitholder would be a majority-interest beneficiaryof the Fund if it, together with persons and partnerships with whom it is affiliated, own more than 50% ofthe Units of the Fund.

The “derivative forward rules” (“DFA Rules”) target certain financial arrangements that seek to reducetax by converting the return on an investment that would otherwise have the character of ordinary incometo a capital gain. The DFA Rules are broadly drafted and could apply to other agreements or transactions.

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If the DFA Rules were to apply to certain derivatives utilized by the Fund (or the Fund LP), the gainsrealized in respect of such derivatives could be treated as ordinary income rather than capital gains.

The Tax Act was recently amended to include a specific anti-avoidance rule that targets straddletransactions. In general, the rule will defer the recognition of a loss on income account on the dispositionof a position to the extent of any unrealized gain on an offsetting position. Although Friedberg Mercantilegenerally does not expect this anti-avoidance rule to apply to the Fund (or the Fund LP), it is possible thatit may do so.

Prior to September 2017, Friedberg Advisors did not collect HST in respect of Incentive Fee Distributionsmade to it by the Fund LP. It should be noted that if, contrary to the opinion of special tax counsel to theFund, whether through the application of the general anti-avoidance rule in the Excise Tax Act (Canada)or otherwise, or as a result of a change of law, HST is determined to have been payable in respect ofIncentive Fee Distributions before September 2017, the Fund LP, and indirectly the Fund, will have aliability that has not been taken into account in determining Unit Value, with the result that Unit Valuewill have been overstated. The liability would be borne by those persons who are Unitholders at the timethe liability is established to be payable.

DISTRIBUTION POLICY

The Fund will distribute sufficient net income (including, if applicable, net capital gains) so that the Fundwill generally not be liable for Canadian income tax in any given year. The Manager intends, but is underno obligation, to make such distributions, on a quarterly basis. The Manager expects that, due to thenature of the Fund’s activities, distributions to be made by the Fund will be primarily distributions ofincome rather than net capital gains.

Distributions are made to the Unitholders on a pro rata basis according to the number of Units held bysuch Unitholders on the day before the distribution.

All distributions of the Fund are automatically reinvested in additional Units, unless a Unitholder requestsotherwise. No sales charges are payable in respect of the reinvestment of distributions of the Fund.

PURCHASES OF UNITS

Continuous Offering

Units are only offered through dealers registered under applicable legislation and who meet (whereapplicable) the requirements of NI 81-104. Units are denominated in U.S. dollars.

Units are offered, on a continuous basis, on each Valuation Day, based on the applicable Unit Valuedetermined for the effective date of the acceptance of the subscription. For the purposes of the Fund, a“Valuation Day” is the first business day of each week and the last business day of each month and a“business day” is any day except Saturday, Sunday, a statutory holiday in Toronto, Ontario or any otherday on which the New York Stock Exchange is not open for trading.

The Fund issues fractional Units so as to fully invest subscription proceeds.

No market exists for the Units and none is expected to develop. However, Units are redeemable asdescribed under “Redemptions of Units” at page 20.

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Process

An investor may purchase Units through registered dealers in each province and territory of Canada(although in the Province of Québec Units are only offered on a private placement basis to purchaserseligible to purchase Units without a prospectus). If an investor does not have an investment professional,the investor may call the Manager at (416) 364-1171 or toll free at 1-800-461-2700.

Offering Price

Units are offered at Unit Value as determined on the Valuation Day on which Units are to be purchased.

Minimum Subscription

The minimum initial subscription per subscriber is U.S. $20,000. For all subsequent investments (otherthan through automatic re-investment of distributions), the minimum subscription per subscriber is U.S.$1,000.

Method of Purchasing Units

Subscriptions and payments for Units must be received by the Manager before 4:00 p.m. (EST) on theValuation Day on which the Units subscribed for are to be purchased. Subscriptions for Units may bepaid for by certified cheque, bank draft, money order or such other form of payment as may be acceptableto the Manager or Friedberg Mercantile.

If an investor’s cheque is returned, the Manager will redeem the Units purchased with such cheque on thenext Valuation Day. If the proceeds from the Units redeemed exceed the payment owed, the Fund willkeep the difference. If the proceeds are less than the payment owed, the investor’s dealer must pay theFund the difference (and the dealer may collect this amount, plus any expenses incurred by the dealer,from the investor).

The Manager may accept or reject (or only partially accept) any subscription for Units. If the Managerrejects (in whole or in part) a subscription for Units, any funds received with the subscription (or theportion thereof adjusted by the Manager) will be returned immediately and in any event within one day ofsuch rejection. If the Manager accepts a subscription, the investor or the investor’s dealer will receiveconfirmation of the purchase within seven business days. If the Manager rejects an order (in whole or inpart), any monies received with the order (or the portion thereof adjusted by the Manager) will bereturned immediately without interest.

No certificates will be issued for any Units that are bought by an investor, but will typically be reflectedin a confirmation and the account statements that are sent to the investor or the investor’s dealer.

An investor buying Units may be required to pay his or her dealer a sales commission on the amount heor she invests in Units. The sales commission is negotiable between the investor and his or her dealer.Neither the Manager, Friedberg Mercantile nor their affiliates, will charge or share in any such salescommissions.

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REDEMPTIONS OF UNITS

Redemptions

A Unitholder may redeem Units on any Valuation Day. Orders to redeem Units, if received before 4:00p.m. (EST) on the Valuation Day as of which the Units are to be redeemed, will be redeemed on thatValuation Day based on the Unit Value on that Valuation Day.

Payment for Units redeemed on a Valuation Day (including a mandatory redemption or upon thetermination of the Fund), less any applicable taxes required to be withheld, will be made payable by theFund to the redeeming Unitholder within three business days of the Valuation Day.

An investor may redeem Units at any time by providing written notice to his or her dealer or the Manager.The investor’s dealer is required to send any such redemption request to the Manager on the same day thatthey receive it. The Manager may require that the investor’s signature on the redemption request beguaranteed by a bank, a trust company or the investor’s dealer.

To avoid the dilutive effect on the remaining Unitholders, when a Unitholder redeems Units, theredemption price will be the Unit Value less 0.375% (3/8 of 1%). The reduction in redemption price isretained by the Fund (or the Fund LP) and not Friedberg Mercantile (or Friedberg Advisors) or theManager, and is used to cover the cost of selling securities and/or liquidating positions in derivatives inorder to pay redemption proceeds to the redeeming Unitholder.

If, following a redemption of Units, the aggregate value of the Units held by an investor is less than U.S.$5,000, the Manager may notify the investor of the need to invest additional monies in Units and if theinvestor does not increase his or her investment in Units above such threshold within 15 business days,the Manager may redeem the investor’s Units.

Unless otherwise requested, all redemption proceeds will be sent by cheque to the investor’s dealer.

All redemption proceeds will be paid to investors in either U.S. dollars or the Canadian dollar equivalentthereof.

The calculation of the Unit Value and the redemption of Units may be suspended in the followingsituations:

1. for any period when normal trading is suspended on any stock exchange, options exchange orfutures exchange on which securities are listed and traded, or on which permitted derivatives aretraded, which represent more than 50% in value or underlying market exposure of the total assetsof the Fund, without allowance for liabilities (provided that such securities or derivatives are nottraded on any other exchange that represents a reasonably practical alternative for the Fund); or

2. if the Ontario Securities Commission authorizes such suspension.

If the redemption of Units is suspended, a redeeming Unitholder may withdraw his or her redemptionrequest or receive the redemption proceeds based on the Unit Value of the Units being redeemed on thefirst Valuation Day after the end of the suspension. No Units will be issued while the right to redeemUnits is suspended.

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Short-Term Trading

The Fund is intended to be a long-term investment vehicle and is not designed to provide investors with ameans of speculating on short-term market movements or fluctuations. Investors who engage in excessiveredemption activity in and out of the Fund (commonly referred to as “market timing”) generate additionalcosts which are borne by all of the Unitholders. As well, such activities can interfere with the Fund LP’sorderly investment management as the Fund LP may be required to sell portfolio assets to fundredemptions arising from market timing. Such sales may be at unfavourable times and/or impede the useof long-term investment strategies which may harm investment performance. In order to address theseconcerns, the Manager reserves the right to reject any subscription request that is reasonably determinedto be disruptive to efficient portfolio management, either because of market timing of the investment orprevious excessive trading by the Unitholder.

OPTIONAL SERVICES

Pre-Authorized Payment Plan

Under a pre-authorized payment plan, an investor can indicate a regular amount of investment (not lessthan U.S. $200 and not more than U.S. $13,500) to be made on the first Valuation Day of each month andthe bank chequing account from which the investment is to be debited. An investor may suspend orterminate such a plan on ten days’ prior written notice.

Automatic Withdrawal Plan

A Unitholder can establish an automatic withdrawal plan, provided he or she is not investing through aretirement savings plan. Under an automatic withdrawal plan, a Unitholder can indicate a regular amountof cash withdrawal (not less than U.S. $200) to be made on the first Valuation Day of each month, and thebank chequing account to which the withdrawn amounts are to be credited. Withdrawals will be made byway of redemption of Units, and it should be noted that if withdrawals are in excess of distributionsand net capital appreciation, they will result in encroachment on, or possible exhaustion of, aUnitholder’s original capital. To establish an automatic withdrawal plan in respect of the Fund, aUnitholder’s account must have a minimum value of U.S. $5,000. A Unitholder may modify, suspend orterminate an automatic withdrawal plan on ten days’ prior written notice.

INCOME TAX CONSIDERATIONS

In the opinion of McCarthy Tétrault LLP, counsel to the Fund, the following is, as of the date hereof, asummary of the principal Canadian federal income tax considerations generally applicable under the TaxAct to a purchaser who acquires Units pursuant to this prospectus. This summary is only applicable to aprospective purchaser who is an individual (other than a trust) and who, for the purposes of the Tax Act,is resident in Canada, deals at arm’s length and is not affiliated with the Fund and will hold Units ascapital property. Generally, Units will be considered to be capital property to a purchaser unless thepurchaser holds the Units in the course of carrying on a business of buying and selling securities or hasacquired them in one or more transactions considered to be an adventure in the nature of trade. Certainpurchasers who might not otherwise be considered to hold their Units as capital property may, in certaincircumstances, and provided that the Fund is a mutual fund trust, be entitled to have them and all other“Canadian securities” treated as capital property by making the irrevocable election permitted bysubsection 39(4) of the Tax Act. This summary does not apply to a Unitholder who has entered or willenter into a “derivative forward agreement”, as that term is defined in the Tax Act, with respect to Units.

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This summary is based on the current provisions of the Tax Act, the regulations thereunder and counsel’sunderstanding of the current administrative and assessing practices and policies of the Canada RevenueAgency (the “CRA”) published in writing by it prior to the date hereof. It also takes into account allspecific proposals (“Tax Proposals”) to amend the Tax Act and the regulations thereunder which havebeen publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.There can be no assurance that any Tax Proposals will be implemented in their current form or at all. Thissummary does not otherwise take into account or anticipate any changes in law, whether by legislative,governmental or judicial decision or action and does not take into account other federal, provincial,territorial or foreign tax legislation or considerations, which may differ significantly from those discussedherein.

This summary is based on the assumption that the Fund currently qualifies as a “mutual fund trust” asdefined in the Tax Act and will continue to qualify as a mutual fund trust at all relevant times. If the Fundwere not to qualify continuously as a mutual fund trust, the income tax considerations described belowwould, in some respects, be materially and adversely different.

This summary assumes that Units will not be listed or traded on a stock exchange or other public market.It also assumes that the Fund LP interests will constitute capital property to the Fund for the purposes ofthe Tax Act.

This summary is not exhaustive of all possible Canadian federal income tax considerationsapplicable to an investment in Units. It does not address the deductibility of interest on any fundsborrowed by a Unitholder to purchase Units. It is of a general nature only and is not intended to be,nor should it be construed to be, legal or tax advice to any holder of Units. Prospective investorsshould consult their own tax advisors with respect to the income tax consequences to them of anacquisition of Units based on their particular circumstances.

Status of the Fund

The Manager has confirmed to the Fund’s counsel that, as at the date hereof, the Fund qualifies as a“mutual fund trust” as defined in the Tax Act and is expected to continue to qualify as a mutual fund trustat all relevant times.

Taxation of the Fund

The Fund will be liable to tax under Part I of the Tax Act on its net income (including net realized capitalgains, if any) for a taxation year, less the portion thereof that it deducts in respect of the amount paid orpayable to its Unitholders in the year. An amount will be considered to be payable to a Unitholder in ataxation year if it is paid to the Unitholder in that year by the Fund or if the Unitholder is entitled in thatyear to enforce payment of the amount.

The Fund will be entitled for each taxation year to reduce (or receive a refund in respect of) its liability, ifany, for tax on its net realized taxable capital gains by an amount determined under the Tax Act based onthe redemption of Units during the year (the “capital gains refund”).

The Trust Agreement requires that sufficient amounts be paid or made payable by the Fund to Unitholdersin each year so that the Fund is not liable for income tax under Part I of the Tax Act (other than such taxas may be immediately refunded by reason of the capital gains refund).

Losses incurred by the Fund in a taxation year cannot be allocated to Unitholders, but may be deducted bythe Fund in future years in accordance with the Tax Act.

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The Fund’s income or loss for a taxation year will include its share of the income or, subject to the at-riskrules, its share of the loss, of the Fund LP for the fiscal period of the Fund LP ending in that taxation year,whether or not the Fund has received or will receive a distribution from the Fund LP, and any taxablecapital gains or allowable capital losses realized on the disposition of an interest in the Fund LP. TheFund’s share of the Fund LP’s income (or loss) will generally be treated as if the Fund had derived suchincome (or incurred such loss) directly for the purposes of the Tax Act.

The Fund LP must compute its income (or loss) under the Tax Act for each of its fiscal periods as if itwere a separate person resident in Canada.

The Fund LP is required to include in its income for each taxation year all interest that accrues to it to theend of the year, or becomes receivable or is received by it before the end of the year, except to the extentthat such interest was included in computing its income for a preceding taxation year.

Generally, profits and losses realized from investing in derivatives will be treated as ordinary income (orlosses) rather than capital gains (or capital losses). The Fund LP recognizes income or loss from investingin derivatives on a realization basis.

Upon the actual or deemed disposition of a security held as capital property, the Fund LP will realize acapital gain (or capital loss) to the extent that the proceeds of disposition exceed (or are exceeded by) theadjusted cost base of such property and any reasonable costs of disposition.

If the Fund LP has a high turnover rate with respect to its investments, it may recognize gains and lossesmore frequently, which may result in larger distributions to Unitholders, than if it had a lower turnoverrate.

In computing its income under the Tax Act, the Fund LP may deduct reasonable administrative, interestand other expenses incurred to earn income subject to the detailed rules in the Tax Act.

The Fund may realize capital gains or losses with respect to the disposition of an interest in the Fund LP.The adjusted cost base of the Fund’s interest in the Fund LP at any time will be the cost of such interestreduced by its share of any losses of the Fund LP allocated to it for fiscal periods ending before that time(in each case after taking into account the “at-risk” rules and taking into account the full amount of anycapital losses) and by amounts distributed to the Fund before such time. The adjusted cost base of theFund’s interest in the Fund LP at any time will be increased by any income of the Fund LP allocated tothe Fund, including the full amount of any capital gains realized by the Fund LP, for fiscal periods endingbefore that time. If the adjusted cost base to the Fund of its interest in the Fund LP were negative at theend of a taxation year, the amount by which it is negative will be deemed to be a capital gain realized bythe Fund in that taxation year and the adjusted cost base of the interest will be increased by the amount ofthe deemed gain. The Manager has advised counsel that it does not anticipate that the adjusted cost baseto the Fund of its interest in the Fund LP will be negative at the end of any fiscal year.

The Fund LP is subject to the “suspended loss” rules in the Tax Act which may defer the recognition ofcertain losses.

The Fund LP is required to compute all relevant amounts, including interest, the cost of property andproceeds of disposition, in Canadian dollars using the appropriate exchange rates determined inaccordance with the provisions of the Tax Act. As a result, the amount of income, expenses and capitalgains or capital losses for the Fund LP may be affected by changes in the value of a foreign currencyrelative to the Canadian dollar.

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The Fund LP will derive income or gains from investments in countries other than Canada and, as aresult, may be liable to pay income or profits tax to such countries. The Fund will be considered to havederived its share of such income and gains from these sources and to have paid its share of such taxes.Subject to the detailed rules in the Tax Act, the Fund may designate a portion of its foreign source incomein respect of a Unitholder so that such income and a portion of the foreign tax paid by the Fund on suchincome that has not been deducted by the Fund may be regarded as foreign source income of, and foreigntax paid by, the Unitholder for the purposes of the foreign tax credit provisions of the Tax Act. However,for the purposes of these rules, foreign taxes paid in respect of income from a property that exceed 15% ofsuch income may not be designated to a Unitholder and may generally be deducted by the Fund incomputing its income for the purposes of the Tax Act.

Taxation of Unitholders

A Unitholder will generally be required to include in computing income for a particular taxation year suchportion of the net income of the Fund for a taxation year of the Fund ending in the particular taxationyear, including the taxable portion of any net realized capital gains, as is paid or becomes payable to theUnitholder (whether in cash or reinvested in additional Units) in such taxation year of the Fund. The non-taxable portion of the Fund’s net realized capital gains that are paid or become payable to a Unitholder ina taxation year will not be included in computing the Unitholder’s income for the year and will not reducethe adjusted cost base of the Unitholder’s Units. Any other amount in excess of a Unitholder’s share ofthe net income of the Fund for a taxation year that is paid or becomes payable to the Unitholder in theyear (other than as proceeds in respect of the redemption of Units) will generally not be included in theUnitholder’s income for the year, but will reduce the adjusted cost base of the Unitholder’s Units. To theextent that the adjusted cost base of a Unit would be less than zero, the negative amount will be deemedto be a capital gain realized by the Unitholder from the disposition of the Unit and the Unitholder’sadjusted cost base will be increased by the amount of such deemed capital gain.

Provided that appropriate designations are made by the Fund, such portion of the net realized taxablecapital gains of the Fund, taxable dividends received or deemed to be received by the Fund on shares oftaxable Canadian corporations and the foreign source income of the Fund as is paid or becomes payableto a Unitholder and the amount of foreign taxes paid or deemed to be paid by the Fund, if any, willeffectively retain their character and be treated as such in the hands of the Unitholder for the purposes ofthe Tax Act. A Unitholder may be entitled to claim a foreign tax credit in respect of foreign taxesdesignated to such Unitholder in accordance with the detailed rules in the Tax Act. To the extent thatamounts are designated as taxable dividends from taxable Canadian corporations, the gross-up anddividend tax credit rules will apply, including the enhanced gross-up and dividend tax credit in respect of“eligible dividends” received by the Fund.

The Unit Value will reflect any income and gains of the Fund that have accrued or been realized, but havenot been made payable at the time Units are acquired. Accordingly, a Unitholder who acquires Units,including on the reinvestment of distributions, may become taxable on the Unitholder’s share of incomeand gains of the Fund that accrued before Units were acquired.

On the disposition or deemed disposition of a Unit, including on a redemption, a Unitholder will realize acapital gain (or capital loss) to the extent that the Unitholder’s proceeds of disposition (other than anyamount payable by the Fund which represents an amount that is otherwise required to be included in theUnitholder’s income as described above), exceed (or are less than) the adjusted cost base of the Unit and

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any reasonable costs of disposition. For the purpose of determining the adjusted cost base of aUnitholder’s Units, when additional Units are acquired by the Unitholder, the cost of the newly acquiredUnits will be averaged with the adjusted cost base of all Units owned by the Unitholder as capitalproperty immediately before that time. For this purpose, the cost of Units that are acquired onreinvestment of a distribution will generally be equal to the amount reinvested.

One-half of any capital gain (a “taxable capital gain”) realized by a Unitholder on the disposition ofUnits or designated by the Fund in respect of the Unitholder in a taxation year will be included incomputing the Unitholder’s income for that year and one-half of any capital loss realized by theUnitholder in a taxation year must be deducted from taxable capital gains realized by the Unitholder inthe taxation year. Any excess of allowable capital losses over taxable capital gains in a taxation year canbe carried back and deducted against taxable capital gains in the three preceding taxation years or carriedforward to any subsequent taxation year and deducted against taxable capital gains in accordance with theprovisions of the Tax Act.

If a Unitholder would otherwise realize a capital loss on the disposition of a Unit and the Unitholder, theUnitholder’s spouse or another person affiliated with the Unitholder (including a corporation controlledby the Unitholder) acquires Units within 30 days before or after the disposition which are considered tobe “substituted property”, the Unitholder’s capital loss may be deemed to be a superficial loss. If so, theUnitholder will not be allowed to recognize the capital loss and it will be added to the adjusted cost baseto the owner of the Units that are substituted property.

A Unitholder will be required to compute all amounts in Canadian dollars for purposes of the Tax Act.The cost and proceeds of disposition of a Unit must be converted into Canadian dollars using theappropriate exchange rate determined in accordance with the provisions of the Tax Act at the time ofacquisition or disposition respectively. As a result, the capital gain or capital loss that would otherwise berealized by a Unitholder will be affected by changes in the value of the U.S. dollar relative to theCanadian dollar.

Amounts payable by the Fund to a Unitholder and designated as taxable capital gains or dividends, andtaxable capital gains realized on the disposition of Units, may increase the Unitholder’s liability foralternative minimum tax.

Tax Implications of the Fund’s Distribution Policy

The Fund distributes sufficient net income (including, if applicable, net capital gains) in each taxationyear so that the Fund will generally not be liable for tax under the Tax Act. The Manager intends, but isunder no obligation, to make distributions on a quarterly basis. If an investor purchases Units before adistribution date, including late in a calendar year, the investor will generally be required to pay tax on thedistribution whether the distribution is reinvested in additional Units or received in cash.

Taxation of Registered Plans and Tax-Free Savings Accounts

Units are qualified investments under the Tax Act for a trust governed by a registered retirement savingsplan (“RRSP”), registered retirement income fund (“RRIF”), registered education savings plan(“RESP”), deferred profit sharing plan, registered disability savings plan (“RDSP”) and tax-free savingsaccount (“TFSA”) (collectively “Plans”).

Distributions to a Plan in respect of Units held by the Plan and capital gains realized by the Plan on thedisposition thereof will be exempt from tax but amounts withdrawn from Plans (other than from a TFSA ,

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a return of contributions from a RESP or certain withdrawals from a RDSP) will generally be subject totax.

If the Units are a “prohibited investment” for a RRSP, RRIF, RESP, RDSP or TFSA, the annuitant undersuch RRSP or RRIF, the subscriber of such RESP, or the holder of such RDSP or TFSA, as applicable,will be subject to a penalty tax as set out in the Tax Act. A “prohibited investment” includes a unit of atrust which does not deal at arm’s length with the annuitant, holder or subscriber or in which theannuitant, holder or subscriber has a significant interest, which, in general terms, means the ownership of10% or more of the value of the outstanding units by the annuitant, holder or subscriber, either alone ortogether with persons and partnerships with whom the annuitant, holder or subscriber does not deal atarm’s length. Annuitants of RRSPs and RRIFs, subscribers of RESPs and holders of TFSAs andRDSPs should consult with their own tax advisors in this regard.

Exchange of Tax Information

The Tax Act contains due diligence and reporting obligations which were enacted to implement theCanada-United States Enhanced Tax Information Exchange Agreement.

Dealers through which Unitholders hold their Units are subject to due diligence and reporting obligationswith respect to financial accounts they maintain for their clients. Unitholders may be requested to provideinformation to their dealer to identify U.S. persons holding Units and, if applicable, to provide their U.S.federal tax identification number. If a Unitholder is identified as a U.S. person (including a U.S. citizenliving in Canada) or if a Unitholder does not provide the requested information, Part XVIII of the Tax Actgenerally requires information about the Unitholder’s investment in Units to be reported by the Fund, orthe Manager, as the Fund’s sponsoring entity, to the CRA, unless the Units are held within a Plan. TheCRA has agreed to provide the information to the U.S. Internal Revenue Service.

The Tax Act contains provisions to implement the OECD Multilateral Competent Authority Agreementand Common Reporting Standard (“CRS”), which provides for the automatic exchange of tax informationapplicable to residents other than of Canada or the United States. The CRS was effective in Canada as ofJuly 1, 2017 with the first exchanges of financial account information beginning in 2018. Under the CRS,Unitholders will be required to provide certain information, including their tax identification numbers, forthe purpose of such information exchange unless their investment is held within a Plan. The CRA isexpected to provide that information to countries that are party to the CRS.

ORGANIZATION AND MANAGEMENT DETAILS OF THE FUND

Trustee and Administrative Manager

The Manager is the administrative manager and trustee of the Fund, and is the administrative manager ofthe Fund LP. The principal office of the Manager is Brookfield Place, 181 Bay Street, Suite 250, Toronto,Ontario, M5J 2T3. The Manager was incorporated under the laws of Ontario by articles of incorporationdated March 10, 1989, as amended by articles of amendment on March 16, 1989 and November 16, 1995.

Services Provided by the Manager

Pursuant to the Trust Agreement and the administrative management agreement entered into between theManager, the Fund and the Fund LP (the “Administrative Management Agreement”), the Manager isresponsible for the management and certain administrative functions of the Fund and the Fund LP. TheManager may delegate certain of its powers to third parties where, in the discretion of the Manager, itwould be in the best interests of the Fund or the Fund LP, as applicable, to do so.

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The Manager’s duties in regard of the Fund include negotiating contracts with certain third-party serviceproviders, including, but not limited to, investment managers, custodians, registrars, transfer agents,auditors and printers; authorizing the payment of operating expenses incurred on behalf of the Fund;maintaining accounting records for the Fund; preparing the reports to Unitholders and to the applicableCanadian securities regulatory authorities; calculating the amount and determining the frequency ofdistributions by the Fund; preparing financial statements, income tax returns and financial and accountinginformation as required by the Fund; ensuring that Unitholders are provided with financial statements andother reports as are required from time to time by applicable law; ensuring that the Fund complies with allother regulatory requirements including the continuous disclosure obligations of the Fund underapplicable securities legislation; administering purchases, redemptions and other transactions in Units;arranging for any payments required upon termination of the Fund; and dealing and communicating withUnitholders. The Manager provides office facilities and personnel to carry out these services, where nototherwise furnished by another service provider to the Fund. The Manager also monitors the investmentstrategy of the Fund to ensure that the Fund complies with its investment objective, investment strategiesand investment restrictions and practices.

Details of the Agreements

The Manager is required to exercise its powers and discharge its duties honestly, in good faith and in thebest interests of the Fund and the Fund LP, and to exercise the care, diligence and skill that a reasonablyprudent manager would exercise in comparable circumstances. The Manager will incur liability in casesof wilful misconduct, bad faith, negligence or breach of its obligations, duties or standard of care. TheManager and each of its directors, officers, employees and agents will be indemnified by the Fund for allcosts, claims, charges, liabilities and expenses actually and reasonably incurred in connection with anyaction, suit or proceeding that is proposed or commenced or other claim that is made against the Manageror any of its directors, officers, employees or agents in the exercise of its duties as manager of the Fund,except those resulting from such person’s wilful misconduct, bad faith, negligence or breach of itsobligations, duties or standard of care in relation to the matter in respect of which indemnification isclaimed.

The Manager may resign upon 90 days’ prior written notice to the Fund and the Unitholders or upon suchlesser notice period as the Fund may accept. If the Manager resigns it may appoint its successor but,unless its successor is an affiliate of the Manager, the successor must be approved of by the Unitholders.The Manager may be removed as administrative manager of the Fund upon 90 days’ prior written noticeby a resolution of the Unitholders (please see “Unitholder Matters – Matters Requiring UnitholderApproval” at page 36) in the event the Manager is in material breach or default of the provisions of theTrust Agreement or the Administrative Management Agreement and, if capable of being cured, suchbreach or default has not been cured within 20 business days’ notice of such breach or default. If theManager is removed as manager of the Fund, any successor manager must be approved of by theUnitholders prior to the appointment of the successor manager. The Manager will be deemed to haveresigned in certain circumstances, including if the Manager becomes bankrupt or insolvent or in the eventthat the Manager ceases to be resident in Canada for the purposes of the Tax Act. The resignation orremoval of the Manager shall only become effective upon the appointment of a successor manager. If,within 90 days after the resignation or removal of the Manager as the manager of the Fund, theUnitholders have not appointed a successor manager, the Fund shall be terminated.

The Manager may be removed as trustee of the Fund upon 90 days’ written notice by a resolution of theUnitholders or may resign upon 90 days’ prior written notice (please see “Unitholder Matters – MattersRequiring Unitholder Approval” at page 36). The Manager will be deemed to have resigned as trustee incertain circumstances, including if the Manager ceases to be resident in Canada for the purposes of theTax Act or proposes to do so. Any such resignation or removal will become effective on the acceptance

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by or appointment of a successor trustee. If the Manager resigns or is removed as trustee of the Fund bythe Unitholders, the Unitholders must appoint a successor trustee. If no successor has been appointedwithin 90 days of the resignation or removal of the Manager as the trustee of the Fund, the Manager orany Unitholder may apply to a court of competent jurisdiction for the appointment of a successor trustee.If no successor appointee is appointed, the Fund will be terminated.

The Manager (as trustee) is required to exercise its powers and discharge its duties honestly, in good faithand in the best interests of the Fund, and to exercise the degree of care, diligence and skill that areasonably prudent trustee would exercise in comparable circumstances. The Trust Agreement providesthat the Manager (as trustee) will not be liable in carrying out its duties under the Trust Agreement exceptin cases of wilful misconduct, bad faith, negligence or breach of its standard of care. In addition, the TrustAgreement contains other customary provisions limiting the liability of the Manager (as trustee) andindemnifying it in respect of certain liabilities incurred by it in carrying out its duties.

The Manager (as trustee) does not receive any fees from the Fund for services rendered, but will bereimbursed for all expenses and liabilities that it properly incurs in carrying out its activities on behalf ofthe Fund.

Officers and Directors of the Manager

The name, municipality of residence, position and office held with the Manager and current principaloccupation of each of the directors and officers of the Manager are as follows:

Name and Place of Residence Position Held Principal Occupation for theLast Five Years

Albert D. FriedbergToronto, Ontario

Chief Executive Officer,President and a Director*

President of Friedberg Mercantile(or its predecessor) since 1971

Daniel A. GordonToronto, Ontario

Vice-President, ChiefCompliance Officer and aDirector**

Vice-President of FriedbergMercantile (or its predecessor)since 1979

Enrique ZaudererToronto, Ontario

Vice-President and a Director** Vice-President of FriedbergMercantile (or its predecessor)since 1981

Richard KnightToronto, Ontario

Chief Financial Officer Chief Financial Officer ofFriedberg Mercantile since 2017.From 2014 to 2017, Controller ofArrow Capital Management Inc.Prior thereto, IndependentConsultant

* Mr. Friedberg was first appointed as a director upon the reorganization of Friedberg MercantileGroup as Friedberg Mercantile on June 10, 2003.** Appointed as a director of the Manager on June 11, 2003.

As at March 31, 2018, the directors and executive officers of the Manager and related persons andcompanies, as a group, beneficially own, or control or direct, directly or indirectly, 6,448,869 Units (being39.2% of the outstanding Units).

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Ownership of the Manager

As at the date hereof, the Manager is a wholly-owned subsidiary of Friedberg Mercantile.

Investment Management

Friedberg Mercantile is the portfolio manager of the Fund, although the sole investment of the Fund is itslimited partnership interest in the Fund LP.

Friedberg Advisors is the sole general partner of the Fund LP. Pursuant to the limited partnershipagreement of the Fund LP, Friedberg Advisors is to provide, or arrange to have provided, investmentadvice and portfolio management services to the Fund LP. Please see “Limited Partnership Agreement ofthe Fund LP” at page 37.

Friedberg Mercantile and its affiliates manage in excess of U.S. $1.65 billion in assets and currently serveas portfolio manager, investment advisor and/or commodity trading advisor to several investment fundsand commodity pools and have extensive experience in managing investment portfolios using strategiessimilar to those comprising the various investment groups of the Fund.

The principal office of Friedberg Mercantile and Friedberg Advisors is at Brookfield Place, 181 BayStreet, Suite 250, Toronto, Ontario, M5J 2T3.

Ownership of Friedberg Mercantile and Friedberg Advisors

As at the date hereof, FCMI Financial Corporation owns all of the issued and outstanding shares ofFriedberg Mercantile. As at the date hereof, all of the outstanding shares of FCMI Financial Corporationare beneficially owned by Albert D. Friedberg and/or a trust formed for members of Mr. Friedberg’simmediate family.

The sole general partner of Friedberg Advisors is Friedberg Advisors GP Inc., a wholly owned subsidiaryof Friedberg Mercantile. The sole limited partner of Friedberg Advisors is the Manager.

Officers of Friedberg Advisors and Officers and Directors of its general partner and FriedbergMercantile

The officers of Friedberg Advisors are the same as for the Manager. The officers and directors of itsgeneral partner and Friedberg Mercantile are the same as for the Manager.

Summary Biographies of the Officers and Directors of Friedberg Advisors, the Manager and FriedbergMercantile

The backgrounds of the principals of Friedberg Advisors, the Manager and Friedberg Mercantile are asfollows:

Albert D. Friedberg has been the President and a director and the indirect controlling person of FriedbergMercantile and its predecessor entities, and is the individual principally responsible for the investmentadvising of the Fund and the Fund LP. Mr. Friedberg established Friedberg & Co. Ltd., formerly a futuresbrokerage firm and foreign exchange dealer in Ontario, in 1971, with which he was associated untilNovember 1978, when Friedberg Mercantile succeeded to its futures brokerage business. Mr. Friedbergcurrently is in charge of futures and securities trading activities at Friedberg Mercantile, and a substantialportion of his activities in connection therewith consists of his management of discretionary trading

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accounts. Mr. Friedberg has a B.A. degree in Economics from Johns Hopkins University, an M.B.A.degree in International Banking from Columbia University and a Doctor in Philosophy in Near andMiddle Eastern Civilization from the University of Toronto. Mr. Friedberg has written numerous articleson the commodities and futures markets, and market and economic outlook generally. In October 1979,Mr. Friedberg was appointed by the Premier of the Province of Ontario as one of the five members of theCommodity Futures Investment Advisory Board of Ontario, and he served as Chairman of the TorontoFutures Exchange from March 1985 to June 1988.

Daniel A. Gordon is a Vice-President, Chief Compliance Officer and a director and has been employedwith Friedberg Mercantile (and its predecessor entities) since 1979. He has held various positions ofincreasing responsibility since that time and is the Commodities Supervisor of Friedberg Mercantile incharge of futures trading. He has a B.A. degree from Brooklyn College, and he subsequently attendedBenjamin N. Cardozo School of Law.

Enrique Zauderer is a Vice-President and a director and has been employed at Friedberg Mercantile (andits predecessor entities) since 1981. He is an Investment Officer, primarily in the areas of futures markets,foreign exchange and debt securities. Mr. Zauderer has a B.A. degree in Economics and BusinessAdministration from Bar Ilan University, Tel Aviv, Israel.

Richard Knight is the Chief Financial Officer of Friedberg Mercantile and has been an employee ofFriedberg Mercantile since April 2017. Responsible for financial and regulatory reporting, tax planning,treasury, back office, internal controls and related systems for Friedberg Mercantile Group Ltd. andcertain of its affiliates. Mr. Knight is a Chartered Professional Accountant and holds the CFAdesignation.

Conflicts of Interest

The Manager, Friedberg Mercantile, Friedberg Advisors and their respective directors, officers, partnersand affiliates do not devote their time exclusively to the management of the Fund and the Fund LP, asapplicable. In addition, such persons perform similar or different services for others and may sponsor orestablish other investment funds (public and private) during the same period that they act on behalf of theFund and the Fund LP. Such persons therefore will have conflicts of interest in allocating managementtime, services and functions to the Fund and the Fund LP and the other persons for which they providesimilar services.

The Manager, Friedberg Mercantile, Friedberg Advisors and their respective directors, officers, partnersand affiliates may trade and make investments for their own accounts, and such persons currently tradeand manage and will continue to trade and manage accounts other than the Fund’s accounts utilizingtrading and investment strategies which are the same as or different from the ones to be utilized in makinginvestment decisions for the Fund LP. In addition, in proprietary trading and investment, the Manager,Friedberg Mercantile, Friedberg Advisors and their respective directors, officers, partners and affiliatesmay take positions the same as, different than or opposite to those of the Fund LP. Furthermore, all of thepositions held by accounts owned, managed or controlled by Friedberg Advisors will be aggregated forpurposes of applying certain exchange position limits. As a result, the Fund LP may not be able to enterinto or maintain certain positions if such positions, when added to the positions already held by the FundLP and such other accounts, would exceed applicable limits. All of such trading and investment activitiesmay also increase the level of competition experienced with respect to priorities of order entry andallocations of executed trades. Please see “Risk Factors” commencing at page 12.

The Manager, Friedberg Advisors and Friedberg Mercantile are affiliated entities and may at times haveinterests that differ from the interests of the Unitholders.

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In evaluating these conflicts of interest, potential investors should be aware that the Manager, FriedbergAdvisors and Friedberg Mercantile have a responsibility to the Unitholders to exercise good faith andfairness in all dealings affecting the Fund and the Fund LP. In the event that a Unitholder believes that theManager, Friedberg Advisors or Friedberg Mercantile has violated their duty to such Unitholder, theUnitholder may seek relief for itself or on behalf of the Fund to recover damages from or to require anaccounting by the Manager, Friedberg Advisors or Friedberg Mercantile. Unitholders should be awarethat the performance by the Manager, Friedberg Advisors or Friedberg Mercantile of its responsibilities tothe Fund or the Fund LP will be measured in accordance with the provisions of the Trust Agreement andthe limited partnership agreement of the Fund LP, as applicable, and applicable laws.

The Independent Review Committee

In accordance with National Instrument 81-107 Independent Review Committee for Investment Funds(“NI 81-107”), the IRC has been established for the Friedberg family of funds, including the Fund and theFund LP. The Manager must refer all conflict of interest matters in respect of the Fund or the Fund LP forreview or approval to the IRC. NI 81-107 also imposes obligations upon the Manager to establish writtenpolicies and procedures for dealing with conflict of interest matters, to maintain records in respect ofthese matters and to provide the IRC with guidance and assistance in carrying out its functions and duties.According to NI 81-107, the IRC must be comprised of a minimum of three independent members, and isalso subject to requirements to conduct regular assessments of its members and provide reports, at leastannually, to the Fund and to its Unitholders in respect of those functions.

The report prepared by the IRC is available on the Manager’s website (www.friedberg.ca), or at aUnitholder’s request at no cost, by contacting the Fund at Brookfield Place, 181 Bay Street, Suite 250,Box 866, Toronto, Ontario, M5J 2T3 or by telephone at (416) 364-1171 or toll free at 1-800-461-2700.

The members of the IRC for the Fund and the Fund LP, who were appointed to the IRC as of May 1,2007, are Messrs. Bernard Wolf, George Weinberger and Mark Kamstra. Mr. Kamstra is the currentChair of the IRC.

The IRC engages in the following activities:

1. reviews and provides input on the Manager’s written policies and procedures that deal withconflict of interest matters;

2. reviews conflict of interest matters referred to it by the Manager and makes recommendations tothe Manager regarding whether the Manager’s proposed actions in connection with the conflict ofinterest matter achieve a fair and reasonable result for the Fund;

3. considers and, if deemed appropriate, approves the Manager’s decision on a conflict of interestmatter that the Manager refers to the IRC for approval; and

4. performs other duties as may be required of the IRC under applicable securities laws.

As compensation for their role on the IRC, each member of the IRC receives compensation in the amountof $10,000 per annum, payable quarterly. All IRC members are also entitled to reimbursement of certaincosts associated with the performance of their duties as IRC members. These fees and expensereimbursements are meant to cover the services of the IRC for four investment funds, including the Fundand the Fund LP, which are managed by the Manager and/or its affiliates.

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Custodian

CIBC Mellon Trust Company (the “Custodian”) is the custodian of the Fund’s assets pursuant to acustody agreement made as of the 15th day of May, 2009 between, among others, the Fund and theCustodian (the “Fund Custodian Agreement”). The Custodian is the custodian of the Fund LP’s assetspursuant to a custody agreement made as of the 1st day of July, 2011 between, among others, the FundLP and the Custodian (the “Fund LP Custodian Agreement”). The Custodian is located in Toronto,Ontario. In the event that any portfolio assets are acquired which cannot be held in Canada, sub-custodialarrangements will be entered into with sub-custodians who are qualified to act as such pursuant to NI 81-102. Provided the Custodian has not breached its standard of care as set out in the Fund CustodianAgreement and the Fund LP Custodian Agreement, the Custodian will not be responsible for the holdingor control of any property of the Fund or the Fund LP which is not directly held by the Custodian or itsappointed sub-custodians, including any property of the Fund that is loaned or pledged to a counterparty.

Assets of the Fund LP committed as margin in respect of trading in Commodity Futures Instruments andCurrency Futures Instruments will be deposited with Friedberg Mercantile. Friedberg Mercantile will payinterest on such assets of the Fund LP held by Friedberg Mercantile, excluding open trade equity on OTCContracts and unrealized option values, at a rate of interest equal to the average monthly auction rate paidon 90 day United States Treasury Bills, less 1%.

Auditors

The auditors of the Fund are Zeifmans LLP, Chartered Professional Accountants. The address ofZeifmans LLP is 201 Bridgeland Avenue, Toronto, Ontario, M6A 1Y7.

Registrar

Friedberg Mercantile acts as registrar of the Fund and the Fund LP. The registrar keeps track of theowners of Units, the capital accounts in respect of the Fund LP and processes purchases and redemptionsof Units and capital contributions and withdrawals in respect of the Fund LP.

Promoters

Friedberg Mercantile and the Manager took the initiative in founding and organizing the Fund and are,accordingly, the promoters of the Fund within the meaning of securities legislation of certain provincesand territories of Canada. The Manager and Friedberg Advisors, which are affiliates of FriedbergMercantile, receive compensation or distributions from the Fund and/or the Fund LP. Please see “Feesand Expenses” at page 10.

CALCULATION OF NET ASSET VALUE

The Unit Value is computed by adding up the value of the cash, securities and other assets of the Fund,deducting its liabilities and dividing the value of the net assets of the Fund by the total number of Unitsoutstanding. The Unit Value so determined is adjusted to the nearest cent per Unit and remains in effectuntil the time as at which the next determination of the Unit Value is made. The Unit Value is calculatedon each Valuation Day. Typically, the Unit Value is calculated at approximately 4:00 p.m. (EST). UnitValue is also calculated for information purposes on a daily basis, and is usually disseminated daily to thefinancial press. In the event that additional series of Units are offered in the future, a separate net assetvalue and Unit Value will be calculated for each series, and voting rights and other entitlements willgenerally be based on the respective Unit Values of each series.

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Valuation Policies and Procedures of the Fund

As described above, the Fund will engage in its investing activities through the Fund LP, and will be thesole limited partner of the Fund LP. As such, the assets of the Fund will be primarily comprised of theFund’s interest in the Fund LP. The following valuation procedures are used in determining the UnitValue and the Fund LP NAV on each Valuation Day:

1. The value of any cash on hand, on deposit or on call, bills and notes and accounts receivable,prepaid expenses, cash dividends to be received and interest accrued and not yet received, isdeemed to be the face amount thereof, unless Friedberg Advisors or the Fund LP’s principalbroker determines that any such deposit, call loan, bill, note or account receivable is not worth theface amount thereof, in which event the value thereof is deemed to be such value as FriedbergAdvisors or the Fund LP’s principal broker determines, on such basis and in such manner as maybe approved by Friedberg Advisors or the Fund LP’s principal broker to be the reasonable valuethereof.

2. The value of any security or interest therein which is listed or dealt in upon a stock exchange isdetermined by:

(i) in the case of securities which were traded on that Valuation Day, the price ofsuch securities as determined at approximately 4:00 p.m. (EST); and

(ii) in the case of securities not traded on that Valuation Day, a price estimated to bethe fair value thereof by Friedberg Advisors or the Fund LP’s principal broker onsuch basis and in such manner as may be approved of by Friedberg Advisors orthe Fund LP’s principal broker, such price being between the closing asked andbid prices for the securities or interest therein as reported by any report incommon use or authorized as official by a stock exchange.

3. The value of any exchange traded Commodity Futures Instruments is the price established by theapplicable futures exchange at approximately 4:00 p.m. (EST) on the subject Valuation Day.

4. Long positions in clearing corporation options, options on futures, over-the-counter options, debt-like securities and listed warrants are valued at the current market value thereof. Where a coveredclearing corporation option, option on futures or over-the-counter option is written, the premiumreceived is reflected as a deferred credit which is valued at an amount equal to the current marketvalue of the clearing corporation option, option on futures or over-the-counter option that wouldhave the effect of closing the position. Any difference resulting from any revaluation is treated asan unrealized gain or loss on investment. The deferred credit is deducted in arriving at the netasset value of such instrument. The securities, if any, which are the subject of a written clearingcorporation option or over-the-counter option are valued at the current market value. The value ofa futures contract or a forward contract is the gain or loss with respect thereto that will be realizedif, on that Valuation Day, the position in the futures contract, or the forward contract, as the casemay be, were to be closed out unless “daily limits” are in effect, in which case fair value is basedon the current market value of the underlying interest.

5. Margin paid or deposited in respect of futures contracts and forward contracts is reflected as anaccount receivable, and margin consisting of assets other than cash is noted as held as margin.

6. In the case of any security or property for which no price quotations are available as providedabove, the value thereof is determined from time to time by Friedberg Advisors or the Fund LP’s

34

principal broker, where applicable, in accordance with the principles described in paragraph 2(ii)above, except that Friedberg Advisors or the Fund LP’s principal broker may use, for the purposeof determining the sale price or the asked and bid price of such security or interest, any publicquotations in common use which may be available, or where such principles are not applicable, insuch manner as may be approved of by Friedberg Advisors or the Fund LP’s principal broker.

7. The liabilities of the Fund or the Fund LP, as applicable, include:

(i) all bills, notes and accounts payable of which the Fund or the Fund LP is anobligor;

(ii) all brokerage expenses;

(iii) all administrative or operating expenses payable or accrued or both (includingManagement Fees);

(iv) all contractual obligations of the Fund or the Fund LP for the payment of moneyor property, including the amount of any unpaid distribution to the Fund creditedto Unitholders or unpaid Incentive Fee Distributions by the Fund LP on or beforethat Valuation Day;

(v) all allowances of the Fund or the Fund LP authorized or approved by theFriedberg Advisors or the Fund LP’s principal broker for taxes (if any) orcontingencies; and

(vi) all other liabilities of the Fund or the Fund LP of whatsoever kind and nature.

8. Any market price reported in currency other than U.S. dollars is translated into U.S. currency atthe prevailing rate of exchange, as determined by the Friedberg Advisors or the Fund LP’sprincipal broker, on that Valuation Day.

9. Each transaction of purchase or sale of a portfolio asset effected by the Fund LP is reflected by nolater than the next time that the Unit Value and Fund LP NAV is calculated.

In calculating the Unit Value and Fund LP NAV, investments are generally valued based on market valueat the time the Unit Value and Fund LP NAV are calculated. If no market value is available for aninvestment, or if Friedberg Advisors or the Fund LP’s principal broker determines that such value isinappropriate in the circumstances (i.e., when the value of an investment has been materially changed byeffects occurring after the market closes), Friedberg Advisors or the Fund LP’s principal broker valuessuch investments using methods that have generally been adopted by the marketplace. Fair valuinginvestments may be appropriate if: (i) market quotations do not accurately reflect the fair value of aninvestment; (ii) an investment’s value has been materially affected by events occurring after the close ofthe exchange or market on which the investment is principally traded (for example, a foreign exchange ormarket); (iii) a trading halt closes an exchange or market early; or (iv) other events result in an exchangeor market delaying its normal close. The risk in fair valuing an investment is that the value of theinvestment may be higher or lower than the price that the Fund LP may be able to realize if theinvestment had to be sold. Except as described in the next sentence, neither Friedberg Mercantile orFriedberg Advisors nor the Fund LP’s principal broker have had to exercise their discretion under items(i), (ii), (iii) and (iv) above to determine the fair market value of any assets or securities. As a result ofFriedberg Mercantile and Friedberg Advisors’ experience in trading certain credit swap derivatives,which have seen significant trading and pricing volatility, Friedberg Advisors has determined (for so long

35

as market conditions warrant doing so) to apply a discount to quoted bid prices in valuing suchinstruments in the Fund LP’s portfolio to better reflect the expected proceeds on their disposition(continuing the determination previously made by Friedberg Mercantile for the Fund in such regard).Given the significant volatility, Friedberg Advisors reviews the discount after each trade and, if itdetermines it appropriate to do so, adjusts the discount for going forward purposes in an effort to reflectchanging market conditions (with the discount in 2017 and in 2018 to date ranging from 5% to 10%).

Consistent with the Canadian investment fund industry and Canadian accounting standards, effective for2014 the Fund and Fund LP adopted International Financial Reporting Standards (“IFRS”) as their basisof accounting. Prior to 2014 the Fund and the Fund LP followed Canadian generally accepted accountingprinciples (“GAAP”). GAAP required that the fair value of financial instruments (specifically portfoliosecurities and positions held or sold short that are actively traded) be measured based on the bid price forthe security for long positions and the ask price for short positions, instead of the close price or last saleprice of the security for the day. This requirement was reflected in the reported value of the investmentsreflected in the Fund’s annual and interim financial statements, as these financial statements wereprepared in accordance with GAAP for the years ended December 31, 2012 and 2013. IFRS require thatthe fair value of financial instruments (specifically portfolio securities and positions held or sold short thatare actively traded) be measured based on the close price or last sale price of the security for the day.Investments are valued at the closing market price for investments where the closing price falls withinthat day’s bid-ask spread. In circumstance where the closing market price does not fall within the bid-askspread, the Manager determines the point within the bid-ask spread that is the most representative of fairvalue based on the relevant facts and circumstances. In accordance with amendments to NationalInstrument 81-106 Investment Fund Continuous Disclosure, the fair value of a portfolio security orposition used to determine the daily price of securities and positions for purchases and redemptions byinvestors are based on the valuation principles set out above, which are not necessarily the same as theGAAP or IFRS requirements.

Any assets of the Fund will be valued in accordance with the procedures described above (but anyreferences above to determinations by Friedberg Advisors or the Fund LP’s principal broker would bedeterminations by Friedberg Mercantile or the Fund’s principal broker).

Units that are being redeemed are only deemed to be outstanding until (and not after) the close of businesson the day on which such Units are redeemed and the redemption proceeds thereafter, until paid, aretreated as a liability of the Fund.

Units and distributions to Unitholders are valued in U.S. dollars.

Reporting of Unit Value

Persons or companies that wish to be provided with the most recent Unit Value may call the Manager at(416) 364-1171 or toll free at 1-800-461-2700, e-mail the Manager at funds@friedberg.ca or check theManager’s website at www.friedberg.ca.

DESCRIPTION OF UNITS DISTRIBUTED

The Fund is authorized to issue an unlimited number of series, and an unlimited number of Units in eachseries, although at this time only one series of Units is being offered. Each whole Unit entitles the ownerto one vote at meetings of Unitholders. Additionally, by way of flow-through voting, each Unit entitlesthe owner to one vote at all meetings of the Fund LP. Each Unit is entitled to participate equally with allother Units with respect to all payments made to Unitholders whether by way of income or capitaldistributions and, on liquidation, to participate equally in the net assets of the Fund remaining after

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satisfaction of outstanding liabilities that are attributable to the Fund. All Units will be fully paid and non-assessable when issued and will not be transferable except by operation of law. Unitholders are entitled torequire the Fund to redeem their Units as outlined under the heading “Redemptions of Units” at page 20.Fractions of Units may be issued by the Fund which will have attached thereto the rights, restrictions,conditions and limitations attaching to whole Units in the proportion which they bear to a whole Unit(other than voting rights as described above).

Changes in the provisions attaching to the Units must be approved by a majority of the votes cast by theUnitholders present or represented by proxy at a meeting of Unitholders duly called for the purpose ofconsidering such matter. Except as hereinafter provided, Unitholders will be entitled to vote in the eventof a material change to the Trust Agreement, including a material change in the fundamental investmentobjective of the Fund, a change in auditors, a change in the administrative manager of the Fund (unless itssuccessor manager is an affiliate of the Manager), any decrease in the frequency of calculating the UnitValue or as otherwise required by law. However, the Fund’s trustee may make a material change to theTrust Agreement (apart from the aforementioned specific changes) if the trustee is of the view (afterconsultation with legal counsel) that such change is for the purpose of protecting the Unitholders as wellas in other situations. Reference is made to the Trust Agreement for further details.

In addition, the Fund’s trustee (currently the Manager) may amend the Trust Agreement (including anymaterial change) without Unitholder approval provided that 30 days prior notice of the proposedamendment is provided to Unitholders and subject to any requirement under NI 81-102 or under the TrustAgreement for Unitholder approval for the proposed change.

UNITHOLDER MATTERS

Meetings of Unitholders

Meetings of Unitholders will be held if called by the Manager or upon the written request to the Managerof Unitholders holding not less than 25% of the then outstanding Units. Approval of Unitholders will bedeemed to have been given if expressed by resolution passed at a meeting of Unitholders, duly called onat least 21 days’ notice and held for the purpose of considering the same, by at least a majority of thevotes cast.

Matters Requiring Unitholder Approval

NI 81-102 requires a meeting of Unitholders to be called to approve any of the following: (i) the basis ofthe calculation of, or the introduction of, a fee or expense that is charged to the Fund is changed in a waythat could result in an increase in charges to the Fund; (ii) the administrative manager of the Fund ischanged, unless the new manager is an affiliate of the Manager; (iii) the fundamental investment objectiveof the Fund is changed; (iv) the auditor of the Fund is changed; (v) the Fund decreases the frequency ofthe calculation of its Unit Value; (vi) the Fund undertakes a reorganization with, or transfers its assets to,another mutual fund, if the Fund ceases to continue after the reorganization or transfer of assets and thetransaction results in the Unitholders becoming securityholders in the other mutual fund; or (vii) the Fundundertakes a reorganization with, or acquires assets from, another mutual fund, if the Fund continues afterthe reorganization or acquisition of assets and the transaction results in the securityholders of the othermutual fund becoming Unitholders, and the transaction would be a material change to the Fund.

Unitholder approval will also be required in order for the Fund, as the sole limited partner of the Fund LP,to approve any of the matters described in the previous paragraph in relation to the Fund LP.

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Amendment of Trust Agreement

The Trust Agreement may be amended by the Fund’s trustee (currently the Manager) in any way it seesfit, subject to the following changes which can only occur if duly approved by at least a majority, or suchlesser percentage as may be permitted by securities legislation, of the Unitholders present in person or byproxy at a meeting of Unitholders which has been duly called and held for that purpose:

1. amendments to the Trust Agreement, changes to the Fund or any matters relating to theadministration of the Fund for which the approval of Unitholders is required by securitieslegislation; or

2. any modification, amendment, alteration or deletion of the rights, privileges or restrictionsattaching to the Units which, in the opinion of the Fund’s trustee, would materially adverselyaffect the interest of the Unitholders.

Any other amendment(s) to the Trust Agreement will take effect 30 days after the Unitholders have beennotified of such amendment(s).

The Fund’s trustee may (after consultation with legal counsel) make certain changes to the TrustAgreement if such changes are not material and will not have any adverse material effect on theUnitholders.

Notwithstanding the above, no amendment or change may be made to the Trust Agreement, any materialcontract relating to the Fund or any matter relating to the management or administration of the Fundwhich, in the opinion of counsel to the Fund, may jeopardize or adversely affect in any mannerwhatsoever, the limited liability of the Unitholders.

Reporting to Unitholders

The Fund makes available to Unitholders such financial statements and other continuous disclosuredocuments as are required by applicable law. The Fund makes available to each Unitholder annually,within the time periods prescribed by law, information necessary to enable such Unitholder to completean income tax return with respect to the amounts payable by the Fund.

LIMITED PARTNERSHIP AGREEMENT OF THE FUND LP

Introduction

The following is a summary of the limited partnership agreement of the Fund LP (the “LimitedPartnership Agreement”). It is not intended to be complete and each subscriber should carefully reviewthe Limited Partnership Agreement which is available upon request. Please see “Material Contracts” onpage 42.

The rights and obligations of the limited partners (being the Fund) and the general partner (beingFriedberg Advisors) under the Limited Partnership Agreement are governed by the laws of the Provinceof Manitoba.

The Limited Partnership Agreement provides that, unless otherwise approved by the Fund, the Fund is toremain as the sole limited partner of the Fund LP.

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Functions and Powers of the General Partner

The general partner of the Fund LP, which is currently Friedberg Advisors, has exclusive authority tomanage the operations and affairs of the Fund LP, to make all decisions regarding the business of theFund LP (in respect of certain of such decisions, the general partner has retained the Manager) and to bindthe Fund LP.

Friedberg Advisors and the Manager are required to exercise their powers and discharge their dutieshonestly, in good faith and in the best interests of the Fund LP and to exercise the care, diligence and skillof prudent and qualified administrators. Certain restrictions are imposed on Friedberg Advisors, includingthat it may not dissolve the Fund LP nor wind-up the Fund LP’s affairs except in accordance with theprovisions of the Limited Partnership Agreement. Subject to applicable regulatory requirements,Friedberg Advisors will have the power to change the Fund LP’s year end if determined to be in the bestinterests of the Fund LP and its limited partners.

Friedberg Advisors has the power to make on behalf of the Fund LP and each limited partner, in respectof such limited partner’s interest in the Fund LP, any and all elections, determinations or designationsunder the Tax Act or any other taxation or other legislation or laws of like import of Canada or of anyprovince or jurisdiction. Friedberg Advisors is to file, on behalf of itself and the limited partners, anyinformation return required to be filed in respect of the activities of the Fund LP under the Tax Act or anyother taxation or other legislation or laws of like import of Canada or of any province or jurisdiction.

Pursuant to the Limited Partnership Agreement, Friedberg Advisors is responsible for, or is to delegateresponsibility for, the management (including investment management) and certain administrativefunctions for the Fund LP, including maintaining books of account and providing monthly reports tolimited partners, calculating Fund LP NAV, determining the amounts of distributions to limited partners,if any, monitoring the performance of the Manager, preparing, filing and mailing all reports and otherdocumentation required to be delivered to governmental authorities and processing redemptions.

Friedberg Advisors is not entitled to any fees from the Fund LP in respect of its activities as generalpartner. As discussed under “Fees and Expenses” on page 10, Friedberg Advisors is entitled to IncentiveFee Distributions based on the investment performance of the Fund LP and will be allocated an amount ofpartnership income for tax purposes.

The Limited Partnership Agreement provides that Friedberg Advisors assumes no responsibility to theFund LP and will bear no liability to the Fund LP or any limited partner for any loss suffered by the FundLP which arises out of any action or inaction of Friedberg Advisors if such course of conduct did notconstitute negligence or misconduct of Friedberg Advisors and if Friedberg Advisors, in good faith,determined that such course of conduct was in the best interests of the Fund LP. The Limited PartnershipAgreement also provides that Friedberg Advisors will be entitled to indemnification out of the assets ofthe Fund LP against expenses, including legal fees, judgments and amounts paid in settlement, actuallyand reasonably incurred by it in connection with the Fund LP, provided such expenses were not the resultof negligence or misconduct on the part of Friedberg Advisors. Similar provisions are included in theAdministrative Management Agreement as they relate to the Manager.

Dissolution

Unless dissolved earlier, upon the occurrence of certain events stated in the Limited PartnershipAgreement, the Fund LP will continue until on or about September 5, 2096. The dissolution of the FundLP may be postponed to a later date by extraordinary resolution of the limited partners. Friedberg

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Advisors must give 15 days’ prior written notice to the limited partners of any proposed dissolution of theFund LP.

Upon the dissolution of the Fund LP, Friedberg Advisors will, after payment or provision for the paymentof the debts and liabilities of the Fund LP and any earned but unpaid Incentive Fee Distributions andliquidation expenses, distribute on a pro rata basis to the limited partners of record on the date ofdissolution, 99.99% of the remaining assets of the Fund LP and 0.01% of the remaining assets of the FundLP will be distributed to Friedberg Advisors.

Meetings

By way of flow through voting, Unitholders will be entitled to one vote per Unit at meetings of the FundLP. Meetings will be held if called by the Manager or upon the written request to the Manager ofUnitholders of the Fund holding not less than 25% of the then outstanding Units. Approval of limitedpartners will be deemed to have been given if expressed by resolution passed at a meeting of Unitholders,duly called on at least 21 days’ notice and held for the purpose of considering the same, by at least amajority of the votes cast.

Power of Attorney

The Limited Partnership Agreement includes an irrevocable power of attorney authorizing FriedbergAdvisors on behalf of the limited partners to execute the Limited Partnership Agreement, anyamendments to the Limited Partnership Agreement and all instruments necessary to reflect the dissolutionof the Fund LP as well as any elections, determinations or designations under the Tax Act or taxationlegislation of any province or jurisdiction with respect to the affairs of the Fund LP or a limited partner’sinterest in the Fund LP.

Matters Requiring Limited Partner Approval

NI 81-102 requires a meeting of the Fund LP to be called to approve any of the following: (i) the basis ofthe calculation of, or the introduction of, a fee or expense (including, for these purposes, the basis forcalculating Incentive Fee Distributions) that is charged to the Fund LP is changed in a way that couldresult in an increase in charges to the Fund LP; (ii) the administrative manager of the Fund LP is changed,unless the new manager is an affiliate of the Manager; (iii) the fundamental investment objective of theFund LP is changed; (iv) the auditor of the Fund LP is changed; (v) the Fund LP decreases the frequencyof the calculation of its Net Asset Value; (vi) the Fund LP undertakes a reorganization with, or transfersits assets to, another mutual fund, if the Fund LP ceases to continue after the reorganization or transfer ofassets and the transaction results in the limited partners becoming securityholders in the other mutualfund; or (vii) the Fund LP undertakes a reorganization with, or acquires assets from, another mutual fund,if the Fund LP continues after the reorganization or acquisition of assets and the transaction results in thesecurityholders of the other mutual fund becoming limited partners, and the transaction would be amaterial change to the Fund LP.

As described above, voting at meetings of the Fund LP is to be by the Unitholders.

Amendment of Limited Partnership Agreement

The Limited Partnership Agreement may be amended by the Fund LP’s general partner (currentlyFriedberg Advisors) in any way it sees fit, subject to the following changes which can only occur if dulyapproved by at least a majority, or such lesser percentage as may be permitted by securities legislation, of

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the Unitholders (by way of flow through voting) present in person or by proxy at a meeting which hasbeen duly called and held for that purpose:

1. amendments to the Limited Partnership Agreement, changes to the Fund LP or any mattersrelating to the administration of the Fund LP for which the approval of limited partners isrequired by securities legislation; or

2. any modification, amendment, alteration or deletion of the rights, privileges or restrictionsattaching to the Units which, in the opinion of the Fund LP’s general partner, would materiallyadversely affect the interest of the limited partners.

Any other amendment(s) to the Limited Partnership Agreement will take effect 30 days after theUnitholders have been notified of such amendment(s).

The Fund LP’s general partner may (after consultation with legal counsel) make certain changes to theLimited Partnership Agreement if such changes are not material and will not have any adverse materialeffect on the Fund, as the Fund LP’s sole limited partner.

Notwithstanding the above, no amendment or change may be made to the Limited PartnershipAgreement, any material contract relating to the Fund LP or any matter relating to the management oradministration of the Fund LP which, in the opinion of counsel to the Fund LP, may jeopardize oradversely affect in any manner whatsoever, the limited liability of its limited partner. Unless anextraordinary resolution is passed by the Unitholders, no additional limited partners will be admitted tothe Fund LP.

TERMINATION OF THE FUND

The Fund may be terminated at the discretion of its trustee (currently the Manager) without Unitholderapproval. If the Fund’s trustee decides to terminate the Fund, it is empowered to take all steps necessaryto effect the termination of the Fund, including ceasing the distribution or redemption of Units andliquidating the assets of the Fund. Prior to terminating the Fund, the Fund’s trustee may discharge all ofthe liabilities of the Fund (and cause all liabilities of the Fund LP to be discharged) and distribute the netassets of the Fund to the Unitholders. This distribution can be made at such time or times and in cash or inkind or partly in both as the trustee in its sole discretion may determine.

No predetermined net asset value or Unit Value level has been established at which the Fund wouldautomatically be wound up.

PRINCIPAL HOLDERS OF SECURITIES

As of March 31, 2018, no person owned of record or beneficially, directly or indirectly, more than 10% ofthe outstanding Units except (i) a foundation established by an officer of Friedberg Mercantile, whichowns 2,055,813 Units (being 12.5% of the outstanding Units) and (ii) a company beneficially owned byan officer of Friedberg Mercantile and/or a trust formed for members of his immediate family, whichowns 2,860,000 Units (being 17.4% of the outstanding Units).

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director or officer of the Manager has a material interest that has materially affected or is reasonablyexpected to materially affect the Fund.

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FUND GOVERNANCE

The Manager has responsibility for governance of the Fund and the Fund LP and maintains policies,procedures and guidelines concerning governance of the Fund and the Fund LP. These policies,procedures and guidelines aim to monitor and manage the business and sales practices, risks and internalconflicts of interest relating to the Fund and the Fund LP, and to ensure compliance with regulatory andcorporate requirements.

In addition to the policies, practices or guidelines applicable to the Fund and the Fund LP relating tobusiness practices, sales practices, risk management or internal conflicts described above and thevaluation policies already disclosed earlier in this document, Friedberg Mercantile also has a Code ofBusiness Conduct (the “Code”) which applies to all of its employees and to the employees of FriedbergAdvisors and the Manager. The Code is in place to ensure that all employees of Friedberg Mercantile,Friedberg Advisors and the Manager are working with the sole purpose of doing what is best for theclients with no real or perceived conflicts of interest. The Code provides mandatory policies in respect ofthe conduct of business including conflicts of interest, privacy and confidentiality.

Albert D. Friedberg (the chief executive officer of the Manager and Friedberg Advisors) and Daniel A.Gordon (the chief compliance officer of the Manager and Friedberg Advisors) are principally responsiblefor ensuring compliance by Friedberg Advisors and the Manager with the applicable policies, proceduresand guidelines.

The Fund LP uses derivatives instruments and engages in short selling of securities, consistent with itsinvestment objective as described in this prospectus. Friedberg Advisors has written policies andprocedures in place that set out the objectives and goals for short selling and the risk managementprocedures applicable to short selling. Albert D. Friedberg is responsible for setting and reviewing on adaily basis the policies and procedures for derivatives trading and short selling. The exposure of the FundLP to derivatives is monitored daily by senior management of Friedberg Advisors (including personsother than Albert D. Friedberg). The senior management of Friedberg Advisors (including persons otherthan Albert D. Friedberg) is also responsible for determining the trading limits and other controls onderivatives trading and short selling, and for authorizing the trading and placing limits or other controlson the trading.

PROXY VOTING DISCLOSURE

The Manager assigns all securities voting responsibilities in respect of the securities held by the Fund LPto Friedberg Advisors and expects that Friedberg Advisors will exercise that responsibility in accordancewith the best economic interests of the Fund LP and, as a result, the Fund and the Unitholders. FriedbergAdvisors has established proxy voting policies, procedures and guidelines (the “Proxy Voting Policy”)for securities held by the Fund LP to which voting rights are attached. The Proxy Voting Policy isintended to provide for the exercise of such voting rights in accordance with the best interests of the Fund.

The Proxy Voting Policy sets out the guidelines and procedures that Friedberg Advisors will follow todetermine whether and how to vote on any matter for which the Fund LP receives proxy materials.Issuers’ proxies most frequently contain proposals to elect corporate directors, to appoint external auditorsand set their compensation, to adopt or amend management compensation plans, and to amend thecapitalization of the company.

Pursuant to the Proxy Voting Policy, Friedberg Advisors will generally cause the Fund LP to vote onthese matters as follows:

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1. Boards of Directors – Friedberg Advisors supports resolutions that promote the effectiveness ofboards in acting in the best interests of shareholders. Friedberg Advisors will generally cause theFund LP to vote in favour of the election of directors for boards having a majority of independentdirectors and an independent chair, where the chairs of all board committees and at least amajority of committee members are independent.

2. Auditors and Auditor Compensation – Where all members of an issuer’s audit committee areindependent, Friedberg Advisors will generally cause the Fund LP to support the appointment ofauditors and the approval of the recommended auditor compensation.

3. Management Compensation – The goal of Friedberg Advisors is to support compensationarrangements that are tied to long-term corporate performance and shareholder value. Thesearrangements should induce management to purchase and hold equity in the company to betteralign management’s interests with those of shareholders. Stock option plans that are overlygenerous or excessively dilutive to other shareholders will not be supported.

4. Changes in Capitalization – Friedberg Advisors recognizes the need for management of anissuer to have flexibility in the issue or buyback of shares to meet changing financial conditions.Changes in capitalization will generally be supported where a reasonable need for the change isdemonstrated; however, changes resulting in excessive dilution of existing shareholder value willnot be supported.

Other issues, including those business issues specific to the issuer or those raised by shareholders of theissuer, are addressed on a case-by-case basis with a focus on the potential impact of the vote onshareholder value.

If the potential for a conflict of interest arises in connection with proxy voting and if deemed advisable tomaintain impartiality, the Proxy Voting Policy provides that Friedberg Advisors may choose to seek outand follow the voting recommendation of an independent proxy research and voting service.

The Proxy Voting Policy is available on request, at no cost, by calling the Manager toll-free at 1-800-461-2700 or e-mailing the Manager at funds@friedberg.ca. The Fund’s proxy voting record is also availableon Friedberg Advisors’ Internet site at www.friedberg.ca.

MATERIAL CONTRACTS

The only contracts material to the Fund are the Trust Agreement, the Limited Partnership Agreement, theAdministrative Management Agreement, the Fund Custodian Agreement and the Fund LP CustodianAgreement.

Copies of these agreements may be examined at the head office of the Fund, Brookfield Place, 181 BayStreet, Suite 250, Toronto, Ontario, Canada M5J 2T3, during normal business hours.

LEGAL AND ADMINISTRATIVE PROCEEDINGS

There are no legal or administrative proceedings material to the Fund or the Manager to which the Fundor the Manager is a party or to which any of their respective property is subject and no such legal oradministrative proceedings are known to be contemplated.

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LEGAL MATTERS

The matters referred to under “Income Tax Considerations” and certain other legal matters relating to theFund will be passed upon by McCarthy Tétrault LLP. As of the date hereof, the partners and associatesof McCarthy Tétrault LLP, as a group, beneficially own, directly or indirectly, less than 1% of theoutstanding Units.

AUDITORS

The Fund’s annual financial statements were audited by Zeifmans LLP.

EXEMPTIONS AND APPROVALS

The Fund has received permission from the Canadian securities regulatory authorities to deviate from NI81-102 by selling securities short, by providing a security interest over Fund assets in connection with theshort sales and by depositing Fund assets with dealers as security in connection with such transactions.Please see “Investment Restrictions – Securities Portfolios – Short Selling” at page 5 for more details.The Fund has also received permission from the Canadian securities regulatory authorities to deviate fromNI 81-102 to hold net assets in its limited partnership interest in the Fund LP, in order to allow the Fundto conduct investing activity through the Fund LP.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with theright to withdraw from an agreement to purchase mutual fund securities. This right may be exercisedwithin two business days after receipt or deemed receipt of a prospectus and any amendment or within 48hours after the receipt of a confirmation of a purchase of such securities. If the agreement is to purchasesuch securities under a contractual plan, the time period during which withdrawal may be made may belonger. In several of the provinces and territories, the securities legislation further provides a purchaserwith remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectusand any amendment contains a misrepresentation or is not delivered to the purchaser, provided that theremedies for rescission, revisions of the price or damages are exercised by the purchaser within the timelimit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser shouldrefer to any applicable provisions of the securities legislation of the purchaser’s province or territory forthe particulars of these rights or consult with a legal adviser.

FINANCIAL REPORTING

The Manager, on behalf of the Fund, furnishes or causes to be furnished to each Unitholder, unauditedsemi-annual financial statements for the Fund and interim management reports of fund performancewithin 60 days of the end of each semi-annual period and audited annual financial statements for the Fundand annual management reports of fund performance within 90 days of the end of each financial year.Both the semi-annual and the annual financial statements of the Fund will contain a statement of netassets, a statement of operations, a statement of changes in net assets, a statement of cash flows and astatement of investment portfolio.

The financial statements of the Fund or the corresponding management reports of fund performance willalso disclose the minimum and maximum levels of leverage in respect of the Derivatives Portfoliosexperienced by the Fund in the period covered by such statements, together with a brief explanation ofhow the Fund uses leverage and the significance of the minimum and maximum levels of leverage to theFund.

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Any tax information necessary for Unitholders to prepare their annual federal income tax returns is alsodistributed to them within 90 days after the end of each financial year of the Fund.

The Unit Value is determined by the Manager or Friedberg Mercantile on each Valuation Day. UnitValue is also determined daily for information purposes, and will usually be disseminated daily to thefinancial press.

DOCUMENTS INCORPORATED BY REFERENCE

Additional information about the Fund is available in the following documents:

1. The most recently filed comparative annual financial statements of the Fund, together with theaccompanying report of the auditor.

2. Any interim financial statements of the Fund filed after those annual financial statements.

3. The most recently filed annual management report of fund performance of the Fund.

4. Any interim management report of fund performance of the Fund filed after that annualmanagement report of fund performance.

These documents are incorporated by reference into this prospectus, which means that they legally formpart of this document just as if they were printed as part of this document. You can get a copy of thesedocuments, at your request, and at no cost, by calling (416) 364-1171 or toll free at 1-800-461-2700, orfrom your dealer. These documents are available on the Manager’s Internet site at www.friedberg.ca, orby contacting the Manager at funds@friedberg.ca.

These documents and other information about the Fund are available on the Internet at www.sedar.com.

Any documents of the type described above, if filed by the Fund after the date hereof and before thetermination of the distribution, are deemed to be incorporated by reference into this prospectus.

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CERTIFICATE OF THE FUND, THE MANAGER, THE PROMOTERAND THE PRINCIPAL DISTRIBUTOR

April 23, 2018

This prospectus, together with the documents incorporated herein by reference, constitutes full, true andplain disclosure of all material facts relating to the securities offered by this prospectus as required by thesecurities legislation of all of the provinces and territories of Canada (except the Province of Québec).

TORONTO TRUST MANAGEMENT LTD.,AS MANAGER, TRUSTEE AND A PROMOTER OF THE FUND

“Albert D. Friedberg” “Richard Knight”

Albert D. FriedbergChief Executive Officer

Richard KnightChief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORSOF TORONTO TRUST MANAGEMENT LTD.

“Daniel A. Gordon” “Enrique Zauderer”

Daniel A. GordonDirector

Enrique ZaudererDirector

FRIEDBERG MERCANTILE GROUP LTD.AS PRINCIPAL DISTRIBUTOR AND A PROMOTER OF THE FUND

“Albert D. Friedberg”

Albert D. FriedbergChief Executive Officer