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Are You a Qualified Investor?

Units of the Funds are offered to qualified investors resident in the provinces and territories of Canada (the "Offering Jurisdictions") pursuant to applicable exemptions from the prospectus requirements of the securities laws in the Offering Jurisdictions. Qualified investors must rely on one of the following exemptions available to purchase units of the funds:

1. ACCREDITED INVESTOR EXEMPTION:

   The Funds will accept subscriptions from investors who meet the criteria to be considered an "accredited investor" under NI 45-106 (the "Accredited Investor Exemption"). If you meet the definition "accredited investor", (click here for requirements) you may invest a minimum of $25,000.

   Some of the common ways an individual investor can qualify as an Accredited Investor are:

   • an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
   • an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
   • an individual who, either alone or with a spouse, has net assets of at least $5,000,000.

2. OFFERING MEMORANDUM EXEMPTION:

   For residents in British Columbia, New Brunswick, Nova Scotia, Newfoundland and Labrador, purchasing Units pursuant to the offering memorandum exemption under NI 45-106 (the "Offering Memorandum Exemption"), there is no regulatory minimum investment amount required but the Manager has established a minimum initial investment of $25,000.

3. MINIMUM AMOUNT EXEMPTION:

   Other than in connection with the Accredited Investor Exemption and the Offering Memorandum Exemption, the minimum investment in the Fund for a non-individual resident in the Offering Jurisdictions is subject to meeting the $150,000 minimum amount investment threshold under NI 45-106 (the "Minimum Amount Exemption").

   The Investor hereby certifies that he/she is an "Accredited Investor" within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106") by virtue of satisfying the criterion indicated below.

   The lettering of the categories listed below corresponds to the most commonly used categories of the definition of "accredited investor" in NI 45-106. However, if the Investor qualifies as an "accredited investor" by virtue of a category not included below, please indicate "Other" and specify the relevant category of the "accredited investor" definition.

   (d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

   (e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

   (e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland Labrador);

   (j) an individual who, either alone or with a spouse, beneficially owns financial assets (*) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000;

   (j.1) an individual who beneficially owns financial assets (*) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000;

   (k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

   (l) an individual who, either alone or with a spouse, has net assets (*) of at least $5,000,000;

   (m) a person, other than an individual or investment fund, that has net assets (*) of at least $5,000,000 as shown on its most recently prepared financial statements;

   (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

   (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

   (w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse;

   Other, please specify:

   (*) Financial assets mean (i) cash, (ii) securities, or (iii) a contract of insurance, deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. The value of an investor’s personal residence or other real estate is not included in the calculation of financial assets. By comparison, net assets mean all of the investor’s assets, minus all of his or her liabilities, and so could include an investor’s personal residence and other real estate. For more guidance, please refer to section 3.5 of the Companion Policy to NI 45-106.