PROSPECTUS. Offering Units of Friedberg Global-Macro Hedge Fund

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities. Continuous Offering April 13, 2017 A TORONTO TRUST FUND PROSPECTUS Offering Units of Friedberg Global-Macro Hedge Fund Friedberg Global-Macro Hedge Fund (the Fund ) is an open-end mutual fund trust established under the laws of Ontario which is offering redeemable trust units of the Fund ( Units ). The Fund is the sole limited partner of Friedberg Global-Macro Hedge Fund Limited Partnership (the Fund LP ), the entity through which the Fund conducts its investing activities. The Fund LP, an open-end mutual fund, is a limited partnership formed under the laws of Manitoba. The Fund is a multi-strategy commodity pool whose investment objective is to seek, through the investments of 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 traded derivatives instruments ( Commodity Futures Instruments ). The Fund LP will employ leverage when investing in Currency Futures Instruments and Commodity Futures Instruments. Please see Investment Objective and Investment Strategies at page 1. The Fund and the Fund LP are subject to certain investment restrictions. Please see Investment Restrictions at page 4. 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 administrative manager and trustee of the Fund, and the administrative manager of the Fund LP, is Toronto Trust Management Ltd. (the Manager ), an affiliate of Friedberg Advisors. 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 on the 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 redeemed, at the option of the holder, on any Valuation Day based on the Unit Value determined at the DOCS v5A

2 close of business on that Valuation Day. Please see Purchases of Units at page 18 and Redemptions of Units at page 19. 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 (where applicable) the requirements of National Instrument Commodity Pools. The Manager may accept or reject any subscription for Units. If the Manager rejects a subscription for Units, any funds received with the subscription will be returned immediately and in any event within one day of such rejection. The Fund issues fractional Units. Please see Purchases of Units at page 18. Each investor should carefully consider whether his or her financial condition and/or retirement savings objectives permit him or her to buy Units. Units are speculative and involve a high degree of risk, some not traditionally associated with mutual funds. The Fund is not intended for investors whose principal objective is current income or preservation of capital. An investor must be able to afford 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, the investor should be aware that trading in derivatives can quickly lead to large losses as well as large gains. Such trading losses can sharply reduce the net asset value of the Fund and consequently the value of an investor s Units. Market conditions may also make it difficult or impossible for the Fund LP to liquidate a position. The Fund is subject to certain conflicts of interest. Please see Organization and Management Details of the Fund Conflicts of Interest at page 30. This prospectus contains a description of the expenses 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 payable by it as described in this prospectus that must be offset by revenues and trading gains before an investor will earn a return on his or her investment. It may be necessary for the Fund (through the Fund LP) to make substantial trading profits to avoid depletion or exhaustion of its assets before an investor is entitled to a return on his or her investment. Through the Fund LP, the Fund will be exposed to trades in securities and derivatives outside of Canada. Participation in transactions in securities and derivatives outside of Canada involves the execution and clearing of trades on or subject to the rules of a foreign market. None of the Canadian securities regulatory authorities or Canadian exchanges regulates the activities of any foreign markets, including the execution, delivery and clearing of transactions, or has 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 the foreign market is formally linked to a Canadian market so that a position taken in the Canadian market may be liquidated by a transaction on the foreign market. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, the trading by the Fund LP through foreign markets may not be afforded certain of the protective measures provided by Canadian legislation and/or the rules of the Canadian exchanges. In particular, funds received from customers for transactions may not be provided the same protection as funds received in respect of transactions on Canadian exchanges. It is, however, DOCS v5A ii

3 expected that substantially all trading for the Fund LP outside of Canada will be through markets and exchanges in the United States. The success of the Fund will depend on a number of conditions that are beyond the control of the Fund 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 any other insurance program. The Fund is a mutual fund (and, by extension, is an investment fund), but certain provisions of securities legislation which are designed to protect investors who purchase securities of mutual funds (or, more broadly, investment funds) do not apply. These brief statements do not disclose all of the risks and other significant aspects of investing in the Fund. An investor should carefully study this prospectus, including the description of the principal 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 the accompanying 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 annual management report of fund performance. These documents are incorporated by reference into this prospectus, which means that they legally form part of this document just as if they were printed as part of this document. Please see Documents Incorporated by Reference at page 43 for further details. TORONTO TRUST MANAGEMENT LTD. Brookfield Place 181 Bay Street, Suite 250 Toronto, Ontario Canada M5J 2T3 Tel: (416) Toll Free: Fax: (416) funds@friedberg.ca DOCS v5A iii

4 Table of Contents 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 OVERVIEW OF THE STRUCTURE OF THE FUND AND THE FUND LP... 1 INVESTMENT OBJECTIVE... 1 INVESTMENT STRATEGIES... 1 INVESTMENT RESTRICTIONS... 4 Derivatives Portfolios... 4 Securities Portfolios... 4 THE FUTURES, FORWARDS AND OPTIONS MARKETS... 6 Futures Contracts... 6 Forward Contracts... 7 Options... 7 Hedgers and Speculators... 7 Futures Exchanges... 8 Speculative Position Limits... 8 Prices... 8 Regulation... 8 Margin... 9 FEES AND EXPENSES Management Fees Incentive Fee Distributions Operating Expenses Trailing Commission Redemption Fee Brokerage Arrangements ANNUAL RETURNS, MANAGEMENT EXPENSE RATIO AND TRADING EXPENSE RATIO RISK FACTORS Risks Related to the Fund s Derivatives Portfolios Risks Related to the Fund s Securities Positions General Investment and Fund Risks Page DOCS v5A iv

5 DISTRIBUTION POLICY PURCHASES OF UNITS Continuous Offering Process Offering Price Minimum Subscription Method of Purchasing Units REDEMPTIONS OF UNITS Redemptions Short-Term Trading OPTIONAL SERVICES Pre-Authorized Payment Plan Automatic Withdrawal Plan INCOME TAX CONSIDERATIONS Status of the Fund Taxation of the Fund Taxation of Unitholders Taxation of Registered Plans and Tax-Free Savings Accounts Tax Implications of the Fund s Distribution Policy ORGANIZATION AND MANAGEMENT DETAILS OF THE FUND Trustee and Administrative Manager Investment Management Conflicts of Interest The Independent Review Committee Custodian Auditors Registrar Promoters CALCULATION OF NET ASSET VALUE Valuation Policies and Procedures of the Fund and the Fund LP Reporting of Unit Value DESCRIPTION OF UNITS DISTRIBUTED UNITHOLDER MATTERS Meetings of Unitholders Matters Requiring Unitholder Approval Amendment of Trust Agreement DOCS v5A v

6 Reporting to Unitholders LIMITED PARTNERSHIP AGREEMENT OF THE FUND LP Introduction Functions and Powers of the General Partner Dissolution Meetings Power of Attorney Matters Requiring Limited Partner Approval Amendment of Limited Partnership Agreement TERMINATION OF THE FUND PRINCIPAL HOLDERS OF SECURITIES INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS FUND GOVERNANCE PROXY VOTING DISCLOSURE MATERIAL CONTRACTS LEGAL AND ADMINISTRATIVE PROCEEDINGS LEGAL MATTERS AUDITORS EXEMPTIONS AND APPROVALS PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION FINANCIAL REPORTING DOCUMENTS INCORPORATED BY REFERENCE CERTIFICATE OF THE FUND, THE MANAGER, THE PROMOTER AND THE PRINCIPAL DISTRIBUTOR... C-1 DOCS v5A vi

7 PROSPECTUS SUMMARY The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus or incorporated by reference in this prospectus. The Fund and the Fund LP Friedberg Global-Macro Hedge Fund (the Fund ) is an openend mutual fund trust established under the laws of Ontario which is offering redeemable trust units of the Fund ( Units ) pursuant to this prospectus. The Fund is the sole limited partner of Friedberg Global-Macro Hedge Fund Limited Partnership (the Fund LP ), the entity through which the Fund conducts its investing activities. The Fund LP, an open-end mutual fund, 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 administrative manager and trustee of the Fund, and the administrative manager of the Fund LP, is Toronto Trust Management Ltd. (the Manager ), an affiliate of Friedberg Advisors. Investment Objective and Strategies of the Fund Investment Objective The Fund is a multi-strategy fund whose investment objective is to seek, through the investments of 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 traded derivatives instruments ( Commodity Futures Instruments ). The Fund LP employs leverage when investing in Currency Futures Instruments and Commodity Futures Instruments (and there are no restrictions on the leverage which the Fund LP can employ). Investment Strategies In order to seek to achieve the Fund s investment objective, Friedberg Advisors will allocate the Fund LP s capital among the four asset classes in the respective proportions which Friedberg Advisors believes optimal from time to time. There are no fixed percentage ranges for allocating the Fund LP s assets among the four classes, and Friedberg Advisors may determine that all or DOCS v5A S-1

8 most 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 allocated to each group (and to each set of strategies for equity investments) will be adjusted based on Friedberg Advisors ongoing views of the markets and perception of trading opportunities. Please see Investment Objective and Investment Strategies at page 1. The Fund is subject to certain investment restrictions. Please see Investment Restrictions at page 4. Continuous Offering and Offering Price This offering is made only through dealers registered under applicable legislation and who meet (where applicable) the requirements of National Instrument Commodity Pools. Units are denominated in U.S. dollars. Units are offered, on a continuous basis, on the first business day of 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 acceptance of the subscription. For the purposes of the Fund, a business day is any day except Saturday, Sunday, a statutory holiday in Toronto, Ontario or any other day on which the New York Stock Exchange is not open for trading. As all investment activity will take place through the Fund LP, consistent with the fund-on-fund structure, it is expected that there will be a corresponding capital contribution by the Fund to the Fund LP for every net issuance of Units to subscribers. Subscriptions for Units may be paid for by certified cheque, bank draft, money order or such other form of payment as may be acceptable to the Manager or Friedberg Mercantile Group Ltd. ( Friedberg Mercantile ), the Fund s portfolio manager and principal distributor. Subscriptions and payments for Units must be received by the Manager before 4:00 p.m. (EST) on the Valuation Day on which the Units subscribed for are to be purchased. An investor buying Units may be required to pay his or her dealer a sales commission on the amount he or she invests in Units. The sales commission is negotiable between the investor and his or her dealer. Neither the Manager, Friedberg Mercantile nor any of their affiliates will charge or share in any such sales commission. The Manager may accept or reject any subscription for Units. If the Manager rejects a subscription for Units, any funds received with the subscription will be returned immediately and in any event within one day of such rejection. DOCS v5A S-2

9 The Fund issues fractional Units. No market exists for the Units and none is expected to develop. However, Units are redeemable. Please see Purchases of Units at page 18 and Redemptions of Units at page 19. Redemption A unitholder of the Fund (a Unitholder ) can redeem his or her Units on any Valuation Day. Orders to redeem Units, if received before 4:00 p.m. (EST) on a Valuation Day, will be redeemed on the Valuation Day based on the Unit Value on that Valuation Day. To avoid the dilutive effect on the remaining Unitholders, when a Unitholder redeems Units, the redemption price will be the Unit Value less 0.375% (3/8 of 1%). The reduction in redemption price is retained by the Fund LP and not Friedberg Advisors or the Manager, and is used to cover the cost to the Fund LP for selling securities and/or liquidating positions in derivatives held in the Fund LP s portfolio in order to fund redemption proceeds to the redeeming Unitholder. Distributions and Automatic Reinvestment Income Tax Considerations Eligibility for Investment The Fund will distribute sufficient net income (including, if applicable, net capital gains) so that the Fund will generally not be liable for income tax in any given year. The Manager intends, but is under no obligation, to make such distributions on a quarterly basis. All distributions are automatically reinvested on behalf of each Unitholder in additional Units, unless a Unitholder requests otherwise. Please see Distribution Policy at page 18. A Unitholder is generally required to include, in computing income for a taxation year, the amount of income (including any taxable capital gains) that is paid or becomes payable to the Unitholder by the Fund in that year (including such income that is reinvested in additional Units of the Fund). A Unitholder who disposes of a Unit that is held as capital property, including on a redemption or otherwise, will realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of costs of disposition, exceed (or are less than) the adjusted cost base of the Unit. Please see Income Tax Considerations at page 21. Provided that the Fund continues to qualify as a mutual fund trust within the meaning of the Income Tax Act (Canada) (the Tax Act ), Units will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plan, deferred profit sharing plans and for tax-free savings accounts. Annuitants of registered retirement savings plans and registered retirement income funds, holders of tax-free savings accounts and registered disability savings plans and subscribers of registered education savings plans should consult their own advisers as to whether units would be a prohibited investment for their registered retirement DOCS v5A S-3

10 savings plan, registered retirement income fund, tax-free savings account, registered disability savings plan or registered education savings plan having regard to their circumstances. Termination of the Fund Risk Factors The Fund may be terminated at the discretion of its trustee (currently the Manager) without Unitholder approval. If the Fund s trustee decides to terminate the Fund, it is empowered to take all steps necessary to effect the termination of the Fund, including ceasing the distribution or redemption of Units and liquidating the assets of the Fund. Please see Termination of the Fund at page 40. Investment in Units is speculative, involves a high degree of risk and is suitable only for persons who are able to assume the risk of losing their entire investment. Prospective investors should consider the following risks, among others, related to the Fund (either directly or as a result of its investing through the Fund LP) before subscribing for Units. The risk factors relating to the Fund s derivatives positions include, among others, high leverage, restrictive effect of speculative position limits, volatility related to Commodity Futures Instruments and Currency Futures Instruments, forward trading in commodities and currencies risk, commodity risk, aggressive investment technique risk and the risk of failure of a futures 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 issuer risk, credit risk, interest rate risk and securities lending risk. The general investment and investment fund risk factors relating to the Fund include, among others, counterparty risk, liquidity risk, market risk, risk of loss of limited liability, reliance on key personnel of Friedberg Advisors, possible adverse effects of substantial redemptions, conflicts of interest, active investor risk, change in legislation and tax-related risks. Please see Risk Factors commencing at page 12 for details of the foregoing risk factors. Prospective investors should consider these risks, among others. DOCS v5A S-4

11 ORGANIZATION AND MANAGEMENT OF FRIEDBERG GLOBAL-MACRO HEDGE FUND Manager and Trustee: Toronto Trust Management Ltd. 181 Bay Street, Suite 250 Toronto, Ontario M5J 2T3 Tel: Fax: Toll free: Investment Management for the Fund LP: Friedberg Advisors LP 181 Bay Street, Suite 250 Toronto, Ontario M5J 2T3 Tel: Fax: Toll free: The Manager, a corporation incorporated under the laws of Ontario, is the manager and trustee of the Fund, and is also the manager of the Fund LP. The Manager is an affiliate of Friedberg Advisors and Friedberg Mercantile. All investment activity of the Fund will be conducted through the Fund LP. Friedberg Advisors is the sole general partner of the Fund LP. Friedberg Advisors provides, or arranges to be provided, investment advice and portfolio management services to the Fund LP. The sole general partner of Friedberg Advisors is Friedberg Advisors GP Inc., which is an affiliate of the Manager, and the sole limited partner of Friedberg Advisors is the Manager. Friedberg Advisors and its affiliates manage in excess of U.S. $1.5 billion in assets and currently serve as portfolio manager, investment advisor and/or commodity trading advisor to several investment funds and commodity pools and have extensive experience in managing investment portfolios using strategies similar to those comprising the various investment groups of the Fund LP. Friedberg Advisors is authorized to establish, maintain, change and close brokerage accounts on behalf of the Fund LP. It is expected that substantially all investments in Currency Futures Instruments and Commodity Futures Instruments for the Fund LP will be made through Friedberg Mercantile. Friedberg Advisors, its general partner and its sole limited partner are wholly owned subsidiaries of Friedberg Mercantile. Friedberg Mercantile is one of the largest independent securities, futures and foreign currency brokers in the Canadian financial services industry. Friedberg Mercantile is a leading Canadian broker and investment management firm providing, directly or through its subsidiaries, a full range of financial and investment services to individual, corporate and institutional clients worldwide. Friedberg Mercantile operates in all major international markets, and is a member firm of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. Promoters: Friedberg Mercantile Group Ltd. Toronto, Ontario Toronto Trust Management Ltd. Friedberg Mercantile and the Manager are the promoters of the Fund. The Manager is a wholly-owned subsidiary of Friedberg Mercantile. DOCS v5A S-5

12 Toronto, Ontario Independent Review Committee: The independent review committee (the IRC ) reviews all conflict of interest matters referred to it by the Manager and makes recommendations on whether a course of action achieves a fair and reasonable result for the Fund and the Fund LP. Only upon making that determination would the IRC recommend to the Manager that the transaction proceed. The IRC also, at least annually, prepares a report of its activities for Unitholders which is available on the Manager s website at or, at a Unitholder s request at no cost, by contacting the Manager at funds@friedberg.ca. For additional information about the IRC, including the names of its members, please see Organization and Management Details of the Fund The Independent Review Committee at page 30. Custodian: CIBC Mellon Trust Company Toronto, Ontario Registrar: Friedberg Mercantile Group Ltd. Toronto, Ontario CIBC Mellon Trust Company is the custodian of the assets of the Fund and the Fund LP. Friedberg Mercantile acts as registrar of the Fund and the Fund LP. The registrar keeps track of the owners of Units, the capital accounts in respect of the Fund LP and processes purchases and redemptions of Units and capital contributions and withdrawals in respect of the Fund LP. The Manager (which is the administrative manager and trustee of the Fund) is a wholly-owned subsidiary of Friedberg Mercantile. Auditors: Zeifmans LLP Chartered Accountants Toronto, Ontario Zeifmans LLP are responsible for auditing the annual financial statements of the Fund. DOCS v5A S-6

13 SUMMARY OF FEES AND EXPENSES This table lists the fees, distributions and expenses that you may have to pay if you invest in the Friedberg Global-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 and expenses, 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 Management Fees Amount and Description The Fund and the Fund LP pay aggregate monthly management fees to the Manager 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 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 in the subject month and based on the net asset value as at such calculation date. Incentive Fee Distributions The Fund LP makes quarterly incentive fee distributions ( Incentive Fee Distributions ) 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 and withdrawals from the Fund 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 LP and any distributions to the Fund) is higher than a high water mark of the Fund LP NAV on the last 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 capital contributions into and withdrawals from the Fund LP and any distributions to the Fund) exceeds an annualized rate of 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 rate quoted by an external pricing service, such as Bloomberg or Reuters, designated by Friedberg Advisors, as of the first day of business in a calendar year, will be pro-rated for each quarter of that year and will be compounded as of the beginning of each calendar year. For 2017, the Hurdle Rate is 1.19%. Accrued Incentive Fee Distributions, if any (calculated based on net appreciation in the Fund LP NAV to the 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 DOCS v5A S-7

14 the accrual of Incentive Fee Distributions, if any. Operating Expenses The Fund pays all expenses relating to its operation. These expenses include, but are not limited to, applicable taxes (including all Harmonized Sales Tax ( HST ) and similar taxes associated 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 of Unitholders and any other administrative services. The initial costs of organizing the Fund were paid by Friedberg Mercantile. The expenses connected with marketing the Fund are also paid by Friedberg Mercantile 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 the Management Fees allocable to it), audit, advisory, legal, custody and licensing fees, reports to limited partners, record keeping, convening and holding meetings of limited partners, all brokerage commissions and fees relating to the purchase and sale of assets of the Fund LP, and any other administrative services. The initial costs of organizing the Fund LP were borne rateably by the Fund and Friedberg Mercantile. The fees and expenses in connection with the IRC payable by the Fund and the Fund LP will be reimbursed by Friedberg Mercantile or its affiliates (for at least the 2017 calendar year). As compensation for their role on the IRC, each member of the IRC receives compensation in the amount of $10,000 per annum, payable quarterly. All IRC members are also entitled to reimbursement of certain costs associated with the performance of their duties as IRC members. These fees and expense reimbursements are meant to cover the services of the IRC for four investment funds, including the Fund and the Fund LP, that are managed by the Manager and/or its affiliates. Trailing Commission The Manager pays or causes to be paid (out of the Management Fees it receives) to each dealer who has clients invested in the Fund a monthly trailing commission equal to 1/12 of 0.75% (being a monthly commission of %) of the aggregate Unit Value of their clients Units at the end of each month (pro-rated if the client has only been a Unitholder for part of the month) for the ongoing advice and service such clients receive from the dealer relating to their investment in the Fund. Fees and Expenses Payable by You: Type of Fee Redemption Fee Amount and Description To avoid the dilutive effect on the remaining Unitholders, when a Unitholder redeems Units, the redemption price will be the Unit Value less 0.375% (3/8 of 1%). The reduction in redemption price is retained by the Fund LP and not Friedberg Advisors or the Manager, and is used to cover the cost to the Fund LP for selling securities and/or liquidating DOCS v5A S-8

15 DOCS v5A S-9 positions in derivatives held in the Fund LP s portfolio in order to pay redemption proceeds to the redeeming Unitholder.

16 ANNUAL RETURNS, MANAGEMENT EXPENSE RATIO AND TRADING EXPENSE RATIO The following table sets out the returns, the management expense ratio (including HST or any analogous taxes) and the trading expense ratio for the financial years ended December 31, 2016, 2015, 2014, 2013 and 2012 as disclosed in the most recently filed annual management report of fund performance of the Fund: Annual Returns: % 15.16% % % -8.05% Management Expense Ratio 2.35%** 2.35%** 2.32%** 2.32%** 2.45%** ( MER )*: Trading Expense Ratio ( TER )* 0.46% 0.71% 0.52% 0.92% 0.88% * The consolidated MER and TER information for the Fund includes the expenses of, and Incentive Fee Distributions made by, the Fund LP. ** Inclusive of HST. DOCS v5A S-10

17 OVERVIEW OF THE STRUCTURE OF THE FUND AND THE FUND LP Friedberg Global-Macro Hedge Fund (the Fund ) is an open-end mutual fund trust established under the laws of Ontario which is offering redeemable trust units of the Fund ( Units ). The Fund was created pursuant to a trust agreement made as of the 5th of September 2006, and amended and restated as of July 1, 2011 (the Trust Agreement ). The Fund is the sole limited partner of Friedberg Global-Macro Hedge Fund Limited Partnership (the Fund LP ), the entity through which the Fund conducts its investment activities. 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 administrative manager and trustee of the Fund is Toronto Trust Management Ltd. (the Manager ), an affiliate of Friedberg Advisors. The Manager is also the administrative manager of the Fund LP. The head office of Friedberg Advisors, the Manager, the Fund and the Fund LP is 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. INVESTMENT OBJECTIVE The Fund is a multi-strategy fund whose investment objective is to seek, through the investments of 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 traded derivatives instruments ( Commodity Futures Instruments ). The Fund LP employs leverage when investing in Currency Futures Instruments and Commodity Futures Instruments (and there are no restrictions on the leverage which the Fund LP can employ). INVESTMENT STRATEGIES As more fully described below, the Fund, through the investment activity of the Fund LP, invests in four distinct 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 and investments 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 are collectively referred to in this prospectus as the Fund s Derivatives Portfolios. In order to seek to achieve the Fund s investment objective, Friedberg Advisors will allocate the Fund LP s capital among the four asset classes in the respective proportions which Friedberg Advisors believes optimal from time to time. There are no fixed percentage ranges for allocating the Fund LP s assets among the four classes, and Friedberg Advisors may determine that all or most 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 allocated to each group (and to each set of strategies for equity investments) will be adjusted based on Friedberg Advisors ongoing views of the markets and perception of trading opportunities. DOCS v5A 1

18 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 respect of 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 income obligations 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 of convertible securities. Friedberg Advisors manages the Fund LP s portfolio of fixed income obligations to take advantage of changing economic and market conditions. Friedberg Advisors analyzes three main areas when considering 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 liquidity risk). Friedberg Advisors may, however, determine to hedge the currency component of a fixed income security or to effectively change the currency denomination of a particular fixed income security through the 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 more broadly prospectus offered investment funds, in Canada) on the concentration of the Fund LP s assets in any issuer, market sector, country, currency or securities of any particular maturity. 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 seeks to achieve returns by using strategies designed to be insulated (or hedged) from the general direction of U.S. equity markets); and 2. investment across global markets, using a strategy which can take long and/or short positions in equity securities but is not intended to be market neutral, provided that, taken together, short positions in equity securities will not exceed 40% of the Fund LP s net assets. For the purposes of the Fund and the Fund LP, equity securities are defined to include, without limitation, common stock, preferred stock, securities convertible into common or preferred stock, stock warrants 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 equity securities, there are no limitations (other than those generally applicable to prospectus offered mutual funds, or more broadly prospectus offered investment funds, in Canada) on the concentration of the Fund LP s assets in any issue, issuer, market sector, country, currency or securities of any particular maturity or credit quality. DOCS v5A 2

19 With respect to the Fund LP s market neutral strategy investments, the value of the Fund LP s long and short positions may not necessarily be equal in value; however, Friedberg Advisors attempts to balance the Fund LP s long and short positions in such a way as to minimize systematic or market risks. Systematic or market risk refers to the reactions of individual securities to major market swings. This strategy is designed to enable Friedberg Advisors to focus on security selection rather than market timing. Because some stocks are more sensitive and others less sensitive to market movements, there is no assurance that Friedberg Advisors will be successful in eliminating or even reducing systematic risk even as Friedberg Advisors varies the mix of the Fund LP s equity investments. In respect of the Fund LP s non market neutral equity portfolio, the Fund LP actively trades such non market neutral equity portfolio and may also use stock index and related options. The Fund LP may also write covered put and call options on its non market neutral equity portfolio to attempt to realize greater returns 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 are traded pursuant to the currency investing program of Friedberg Advisors affiliate Friedberg Mercantile Group Ltd. ( Friedberg Mercantile ): (a) exchange traded futures; (b) exchange traded options; (c) overthe-counter ( OTC ) forward contracts; and (d) OTC options contracts (OTC forward contracts and OTC options contracts are collectively referred to as OTC Contracts ). Friedberg Advisors chooses among these various contracts, depending on, among other things, cost, liquidity and maturity and other thenprevailing market conditions and sentiments. When investing 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 currencies which it believes present opportunities and sufficient liquidity, including, without limitation, the Australian, New Zealand, Turkish, Brazilian and Polish currencies. The currency program may be modified at any time without notice. The Fund LP invests on all major United States and foreign commodity futures exchanges from time to time, although a majority of the exchange transactions entered into by the Fund LP are generally entered into on United States futures exchanges. Non-exchange transactions are entered into 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, forwards and options contracts and the respective markets on or through which such contracts are issued and traded. Commodity Instruments Commodity Futures Instruments include exchange traded futures and options contracts and OTC Contracts 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 to time, although a majority of the exchange transactions entered into by the Fund LP are expected to generally be entered into on United States futures exchanges. Non-exchange transactions will be entered into by the Fund LP through major international brokers and banks. DOCS v5A 3

20 Please refer to The Futures, Forwards, and Options Markets below for a description of futures, forwards and options contracts and the respective markets on or through which such contracts are issued and traded. INVESTMENT RESTRICTIONS The Fund and the Fund LP are subject to certain restrictions and practices contained in securities legislation, including National Instrument Investment Funds ( NI ), which are designed in part to ensure that the investments of the Fund, through the Fund LP, are diversified and relatively liquid and to ensure the proper administration of the Fund and the Fund LP. The Fund and the Fund LP are managed in accordance with these restrictions and practices set out in NI , except as otherwise permitted by National Instrument Commodity Pools ( NI ) or as otherwise described below under Securities Portfolios. Securities legislation distinguishes between the use of derivatives for hedging purposes and for nonhedging purposes. Hedging refers to investments that are intended to offset or reduce a specific risk associated with all or a portion of an existing investment. Commodity pools, such as the Fund and the Fund LP, are accorded greater flexibility to invest using derivatives for non-hedging purposes than investment funds that are not subject to NI Under the provisions of the Trust Agreement and the limited partnership agreement of the Fund LP, the investment restrictions and practices contained in securities legislation, including NI as amended by NI , may not be deviated from by the Fund or the Fund LP without the prior consent of the Canadian securities regulatory authorities having jurisdiction over the Fund. Derivatives Portfolios The Fund LP, unlike investment funds that are not subject to NI , is permitted by NI to lever the assets in its Derivatives Portfolios; that is, the aggregate underlying market exposure of all derivatives held by the Fund LP in its Derivatives Portfolios calculated on a daily marked-to-market basis can exceed the Fund LP s cash and cash equivalents, including cash held as margin on deposit to support the Fund LP s derivatives investing activities in its Derivatives Portfolios. Securities Portfolios Dealer Managed Investment Fund Friedberg Mercantile, an affiliate of Friedberg Advisors and the principal broker of the Fund LP, is a registered securities dealer. Accordingly, the Fund and the Fund LP are considered to be dealer managed investment funds for the purposes of NI Applicable securities legislation imposes restrictions on investments by dealer managed investment funds. If you would like a copy 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 may make an investment in any class of securities of any issuer (other than those issued or guaranteed by the Government of Canada, the government of a province of Canada or any agency of the foregoing) (i) for which Friedberg Advisors associates or affiliates has acted as underwriter (except for a small selling group participation) during the preceding 60 days or (ii) of which any director, officer or employee of Friedberg Advisors or its associates or affiliates is a partner, director, officer or employee, if such person participates in the formulation of, influences or has access prior to implementation of, investment decisions made on behalf of the Fund LP. DOCS v5A 4

21 Short Selling The Fund LP has received permission from the Canadian securities regulatory authorities to deviate from the maximum levels for selling securities short otherwise permitted by NI 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 the Fund LP and returned to the lender. In the interim, the proceeds from the first sale are deposited with the lender and the Fund LP pays compensation to the lender on the borrowed securities. If the value of the securities declines between the time that the Fund LP borrows the securities and the time it repurchases and returns the securities to the lender, the Fund LP will make a profit for the difference (less any compensation the Fund LP is required to pay to the lender). Selling short provides the Fund LP with more opportunities 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 of which are prescribed in NI and others are included as conditions in the exemptive relief provided by the Canadian securities regulatory authorities). Securities may be sold short only for cash and the Fund LP must receive the cash proceeds within normal trading settlement periods for the market in which the short sale is made. All short sales are to be effected only through market facilities through which those securities normally are bought and sold and the Fund LP may short sell a security only if: (i) the security is listed and posted for trading on a stock exchange and the issuer of the security has a market capitalization of not less than CDN$300 million of the security sold short at the time the short sale is made or Friedberg Advisors has pre-arranged to borrow securities for the purposes of such short sale; or (ii) the security is a bond, debenture or other evidence of indebtedness of or guaranteed by the Government of Canada or any province or territory of Canada or the Government of the United States of America. At the time securities of a particular issuer are sold short by the Fund LP, the aggregate market value of all securities of that issuer sold short will not exceed 5% of the total assets of the Fund LP. The Fund LP must also place a stop-loss order (effectively a standing instruction) with a dealer to immediately repurchase for the Fund LP the securities sold short if the trading price of the securities exceeds 120% (or a lower percentage determined by Friedberg Advisors) of the price at which the securities were sold short. The aggregate market value of all securities sold short by the Fund LP will not exceed 40% of its net assets on a daily marked-to-market basis. The Fund LP is also required to hold cash cover (as defined in NI ) in an amount, including the Fund LP assets deposited with lenders as security in connection with the short sale transactions, that is at least 150% of the aggregate market value of all securities sold short by the Fund LP on a daily marked-tomarket basis. Furthermore, no proceeds from short sales by the Fund LP are permitted to be used by the Fund LP to purchase long positions in securities other than cash cover. Friedberg Advisors must also ensure that for short sale transactions (i) in Canada, every dealer that holds Fund LP assets as security in connection with the short sale transactions by the Fund LP is a registered dealer in Canada and a member of a self-regulated organization that is a participating member of the Canadian Investor Protection Fund; and (ii) outside of Canada, every dealer that holds Fund LP assets as security in connection with short sale transactions by the Fund LP is (a) a member of a stock exchange and, as a result, is subject to a regulatory audit and (b) has a net worth in excess of the equivalent of CDN$50 million determined from its most recent audited financial statements that have been made public. DOCS v5A 5

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