(Last modified on Jan 14, 2021)


This communication is not, and under no circumstances is to be construed as, an invitation to make an investment in the Fund nor does it constitute a public offering to sell the Fund or any other products described herein.

Applications for the Fund will only be considered on the terms of the Confidential Offering Memorandum (the ‘OM’).

Each purchaser of the units (the ‘Units’) may have statutory or contractual rights of action under certain circumstances as disclosed in the OM.

Please review Schedule A to the OM or provisions of the applicable securities legislation for particulars of these rights.

No securities commission or similar regulatory authority in Canada has passed on the merits of the securities offered nor has it reviewed the Fund’s OM and any representation to the contrary is an offence.

Persons who will be acquiring units pursuant to this OM will not have the benefit of the review of the material by the securities commissions or similar authorities in Canada.

The units offered by the Fund will be issued through registered dealers and under exemptions from the registration and prospectus requirements of the applicable securities laws of the provinces and territories of Canada, and the rules, regulations and policies thereunder and will be subject to certain resale restrictions.

Units of the Fund have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States.

Units of the Fund may not be offered or sold in the United States except pursuant to exemptions from registration under the U.S. Securities Act and all applicable states securities laws.

The term “United States” is as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The following does not purport to be a complete summary of all of the risks associated with an investment in the Fund.

Please see the Fund’s OM for a complete listing and description of the risks associated with an investment in the Fund.


The Fund is generally exposed to the following risks:

  • speculative investment; general investment risk;
  • limited operating history;
  • class risk;
  • changes in investment strategy;
  • limited ability to liquidate investment;
  • capital depletion risk;
  • redemptions;
  • unitholders not entitled to participate in management;
  • reliance on the manager;
  • dependence of the manager on key personnel;
  • taxation of the fund;
  • no ownership interest in the portfolio;
  • distributions;
  • potential indemnification obligations;
  • liability of unitholders;
  • lack of independent experts representing unitholders;
  • no involvement of unaffiliated selling agent;
  • not a public mutual fund; charges to the fund;
  • class risk;
  • valuation of the portfolio trust’s investments;
  • lack of independent experts representing unitholders;
  • general economic and market conditions;
  • liquidity of underlying investments;
  • fixed income securities;
  • equity securities;
  • currency risk;
  • foreign investment risk;
  • leverage; concentration;
  • liquidity; hedging;
  • indebtedness;
  • suspension of trading;
  • credit risk and default in repayment obligations by borrowers;
  • decline in the industries in which the portfolio invests;
  • inability to realize on or dispose of security granted by borrowers on a defaulted instrument.
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