PROSPECTUS. Continuous Offering August 8, 2017

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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. PROSPECTUS Continuous Offering August 8, 2017 This prospectus qualifies the distribution of units (the Units ) of the following actively managed exchange-traded funds (each, a Questrade ETF and together, the Questrade ETFs ). Questrade Fixed Income Core Plus ETF ( QCP ) Questrade Global Total Equity ETF ( QGE ) The Questrade ETFs are actively managed exchange-traded mutual funds established under the laws of the province of Ontario. Investment Objectives Questrade Fixed Income Core Plus ETF The investment objective of QCP is to provide a stable rate of return, primarily through income, and to a lesser extent, capital appreciation. QCP seeks to invest primarily in domestic and international high quality fixed income securities issued by corporations and governments ( core fixed-income securities ), and to a lesser extent, adding yield or enhancing returns on the portfolio by opportunistically investing in international fixed-income securities, emerging market debt, preferred shares, convertible bonds and non-investment grade bonds ( non-core fixed income securities ). Questrade Global Total Equity ETF The investment objective of QGE is to seek long-term growth of capital by investing in a portfolio of equity securities of global issuers, either through direct purchases of publicly traded companies or exchange traded funds that represent an equity asset class. See Investment Objectives for further information. Questrade Wealth Management Inc. (the Manager ), a registered portfolio manager and investment fund manager, is the promoter, trustee, manager and portfolio manager of the Questrade ETFs and is responsible for the administration of the Questrade ETFs. See Organization and Management Details of the Questrade ETFs Manager. Listing of Units Units of the Questrade ETFs are currently listed on the Toronto Stock Exchange (the TSX ) and investors can buy or sell such Units on the TSX through registered brokers and dealers in the province or territory where the investor resides. Investors may incur customary brokerage commissions in buying or selling Units. No fees are paid by investors to the Manager or any Questrade ETF in connection with buying or selling of Units on the TSX. Unitholders may also redeem Units of any Questrade ETF for cash at a redemption price per Unit equal to 95% of the closing price for the applicable Units on the TSX on the effective day of redemption, subject to a maximum redemption price per Unit equal to the net asset value per Unit on the effective day of redemption, or exchange a Prescribed Number of Units

2 ii (as defined herein) (or an integral multiple thereof) for Baskets of Securities and cash or, in certain circumstances, for cash. See Information for Unitholders Redemption of Units in any Number for Cash and Information for Designated Broker Exchange of Prescribed Number of Units for further information. The Questrade ETFs will issue Units directly to the Designated Broker (as defined herein) and Dealers (as defined herein). Eligibility for Investment In the opinion of Blake, Cassels & Graydon LLP, provided that a Questrade ETF qualifies as a mutual fund trust within the meaning of the Tax Act, or the Units of that Questrade ETF are listed on a designated stock exchange within the meaning of the Tax Act, the Units of that Questrade ETF, if issued on the date hereof, would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered disability savings plan, a deferred profit sharing plan, a registered education savings plan or a tax-free savings account. Additional Considerations No designated broker or dealer has been involved in the preparation of this prospectus or has performed any review of the contents of this prospectus and as such, the Designated Broker and Dealers do not perform many of the usual underwriting activities in connection with the distribution by the Questrade ETFs of their Units under this prospectus. For a discussion of the risks associated with an investment in Units of the Questrade ETFs, see Risk Factors. Registration of interests in, and transfer of, the Units will be made only through CDS Clearing and Depository Services Inc. Beneficial owners will not have the right to receive physical certificates evidencing their ownership. Each Questrade ETF will be a mutual fund under the securities legislation of certain provinces and territories of Canada. Documents Incorporated by Reference Additional information about each Questrade ETF is or will be available in the most recently filed annual financial statements, any interim financial statements filed after those annual financial statements, the most recently filed annual management report of fund performance ( MRFP ), any interim MRFP filed after the annual MRFP for each Questrade ETF, and the most recently filed ETF Summary Document (defined herein) for each Questrade ETF. These documents are incorporated by reference into, and legally form an integral part of, this prospectus. See Documents Incorporated by Reference for further details.

3 TABLE OF CONTENTS GLOSSARY...i PROSPECTUS SUMMARY...iv OVERVIEW OF THE LEGAL STRUCTURE OF THE QUESTRADE ETFs... 1 INVESTMENT OBJECTIVES... 1 INVESTMENT STRATEGIES... 2 OVERVIEW OF THE SECTORS THAT THE QUESTRADE ETFS INVEST IN... 3 INVESTMENT RESTRICTIONS... 3 Tax Related Investment Restrictions... 3 FEES AND EXPENSES... 4 Fees and Expenses Payable by the Questrade ETFs... 4 Fees and Expenses Payable Directly by the Unitholders... 5 ANNUAL RETURNS, MANAGEMENT EXPENSE RATIOS AND TRADING EXPENSE RATIOS... 5 RISK FACTORS... 5 General Risks Relating to an Investment in the Questrade ETFs... 6 Additional Risks Relating to an Investment in each Questrade ETF... 9 DISTRIBUTION POLICY Reinvestment Plan Pre-Authorized Cash Contributions Systematic Withdrawal Plan Fractional Units Amendments, Suspension or Termination of the Reinvestment Plan Other Provisions PURCHASES, EXCHANGES AND REDEMPTIONS OF UNITS Initial Investment in the Questrade ETFs Continuous Distribution Designated Broker Information for Designated Broker and Dealers Information for Unitholders Exchange and Redemption through CDS Suspension of Exchanges and Redemptions Special Considerations Registration and Transfer through CDS Short-Term Trading PRIOR SALES INCOME TAX CONSIDERATIONS Status of the Questrade ETFs Taxation of the Questrade ETFs Taxation of Holders Taxation of Registered Plans Tax Implications of the Questrade ETF s Distribution Policy ORGANIZATION AND MANAGEMENT DETAILS OF THE QUESTRADE ETFs Manager Officers and Directors of the Manager Sub-Advisors Brokerage Arrangements Conflicts of Interest... 33

4 Independent Review Committee Trustee Custodian Auditors Transfer Agent and Registrar Fund Administrator Securities Lending Agents (applicable to QGE only) Promoter CALCULATION OF NET ASSET VALUE Valuation Policies and Procedures of the Questrade ETFs Reporting of Net Asset Value ATTRIBUTES OF THE SECURITIES Description of the Securities Distributed UNITHOLDER MATTERS Meetings of Unitholders Matters Requiring Unitholder Approval Amendments to the Declaration of Trust Permitted Mergers Accounting and Reporting to Unitholders Exchange of Tax Information TERMINATION OF THE QUESTRADE ETFs PLAN OF DISTRIBUTION Non-Resident Unitholders RELATIONSHIP BETWEEN THE QUESTRADE ETFs AND THE DEALERS PRINCIPAL HOLDERS OF UNITS PROXY VOTING DISCLOSURE FOR PORTFOLIO SECURITIES HELD Summary of the Proxy Voting Policies and Procedures ( Proxy Policy ) for JFL Proxy Policy for OCM Proxy Voting Policy for the Manager MATERIAL CONTRACTS LEGAL AND ADMINISTRATIVE PROCEEDINGS EXPERTS EXEMPTIONS AND APPROVALS OTHER MATERIAL FACTS PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION DOCUMENTS INCORPORATED BY REFERENCE CERTIFICATE OF THE QUESTRADE ETFS, THE MANAGER AND PROMOTER... C-1

5 GLOSSARY Unless otherwise indicated, the references to dollar amounts in this prospectus are to Canadian dollars and all references to times in this prospectus are to Toronto time. Basket of Securities means, in relation to a particular Questrade ETF, a group of securities and/or assets determined by the Manager or the Sub-Advisor from time to time representing the constituents of the portfolio of the Questrade ETF. Canadian securities legislation means the securities legislation in force in each province and territory of Canada, all regulations, rules, orders and policies made thereunder and all multilateral and national instruments adopted by the securities regulatory authorities, as the same may be amended, restated or replaced from time to time. Cash Creation Fee means the fee payable in connection with any cash payments for subscriptions of a PNU of the applicable Questrade ETF, representing, as applicable, brokerage expenses, commissions, transaction costs and other costs or expenses that the Questrade ETF incurs or expects to incur in purchasing securities on the market with such cash proceeds. Cash Exchange Fee means the fee payable in connection with any cash payments for exchange of a PNU of the applicable Questrade ETF, representing, as applicable, brokerage expenses, commissions, transaction costs and other costs or expenses that the Questrade ETF incurs or expects to incur in selling securities on the market to obtain the necessary cash for the exchange. CDS means CDS Clearing and Depositary Services Inc. CDS Participant means a registered dealer or other financial institution that is a participant in CDS and that holds Units on behalf of beneficial owners of Units. CRA means the Canada Revenue Agency. Custodian means CIBC Mellon Trust Company or its successor. Custodian Agreement means the master custodian agreement dated December 8, 2014 between the Manager, on behalf of the Questrade ETFs, the Custodian and/or certain affiliates of the Custodian, as the same may be amended, restated or replaced from time to time. Dealer means a registered dealer (that may or may not be a Designated Broker) that has entered into a continuous distribution dealer agreement with the Manager, on behalf of a Questrade ETF, and that subscribes for and purchases Units from that Questrade ETF. Declaration of Trust means the master declaration of trust establishing, among others, the Questrade ETFs dated September 9, 2015, as the same may be amended, restated or replaced from time to time. Designated Broker means a registered dealer that has entered into a designated broker agreement with the Manager, on behalf of a Questrade ETF, pursuant to which the Designated Broker agrees to perform certain duties in relation to that Questrade ETF. Distribution Record Date means a date designated by QWM as a record date for the determination of Unitholders of a Questrade ETF entitled to receive a distribution. DPSP means a deferred profit sharing plan within the meaning of the Tax Act. Draft Amendments has the meaning ascribed to such term under the heading Purchases, Exchanges and Redemptions of Units Designated Broker. ETF Summary Document means a document which summarizes certain features of a Questrade ETF and which is publicly available at Fund Administration Agreement means the master agreement dated December 8, 2014 between the Manager and the Fund Administrator, as the same may be amended, restated or replaced from time to time. Fund Administrator means CIBC Mellon Global Securities Services Company or its successor. GST/HST means taxes exigible under Part IX of the Excise Tax Act (Canada) and the regulations made thereunder.

6 ii IRC means the independent review committee of the Questrade ETFs established under NI JFL means Jarislowsky, Fraser Limited. JFL Sub-Advisory Agreement has the meaning ascribed to such term under the heading Organization and Management Details of the Questrade ETFs Sub-Advisors. Manager means QWM, in its capacity as investment fund manager of the Questrade ETFs pursuant to the Declaration of Trust. Management Fee has the meaning ascribed to such term under the heading Fees and Expenses Fees and Expenses Payable by the Questrade ETFs Management Fees. NAV and NAV per Unit means, in relation to a particular Questrade ETF, the net asset value of the Questrade ETF and the net asset value per Unit, calculated by the Fund Administrator as described in Calculation of Net Asset Value. NI means National Instrument Investment Funds, as the same may be amended, restated or replaced from time to time. NI means National Instrument Investment Fund Continuous Disclosure, as the same may be amended, restated or replaced from time to time. NI means National Instrument Independent Review Committee for Investment Funds, as the same may be amended, restated or replaced from time to time. OCM means One Capital Management, LLC. OCM Sub-Advisory Agreement has the meaning ascribed to such term under the heading Organization and Management Details of the Questrade ETFs Sub-Advisors. PACC has the meaning ascribed to such term under the heading Distribution Policy Pre-Authorized Cash Contributions. Payment Date has the meaning ascribed to such term under the heading Distribution Policy Pre-Authorized Cash Contributions. Plan Agent means Computershare Trust Company of Canada or its successor, as the plan agent under the Reinvestment Plan. Plan Participant has the meaning ascribed to such term under the heading Distribution Policy Reinvestment Plan. Plans has the meaning ascribed to such term under the heading Income Tax Considerations Status of the Questrade ETFs. Plan Units has the meaning ascribed to such term under the heading Distribution Policy - Reinvestment Plan. PNU or Prescribed Number of Units means, in relation to a particular Questrade ETF, the number of Units determined by the Manager from time to time for the purpose of subscription orders, exchanges, redemptions or for other purposes. QFG means Questrade Financial Group Inc. Questrade ETFs means collectively, QCP and QGE, and each, an investment trust established under the laws of Ontario pursuant to the Declaration of Trust. QWM means Questrade Wealth Management Inc., the promoter, manager, trustee and portfolio manager of the Questrade ETFs. RDSP means a registered disability savings plan within the meaning of the Tax Act. Registrar and Transfer Agent means Computershare Trust Company of Canada or its successor. Reinvestment Plan has the meaning ascribed to such term under the heading Distribution Policy Reinvestment Plan.

7 iii REITs means real estate investment trusts. REOCs means real estate operating companies. RESP means a registered education savings plan within the meaning of the Tax Act. RRIF means a registered retirement income fund within the meaning of the Tax Act. RRSP means a registered retirement savings plan within the meaning of the Tax Act. Securities Lending Agreement has the meaning ascribed to such term under the heading Organization and Management Details of the Questrade ETFs Securities Lending Agent. Securities regulatory authorities means the securities commission or similar regulatory authority in each province and territory of Canada that is responsible for administering the Canadian securities legislation in force in such province or territory. SIFT Rules means the rules in the Tax Act that apply to a SIFT trust and its unitholders. Sub-Advisors means JFL, in its capacity as sub-advisor of QCP and OCM, in its capacity as sub-advisor of QGE, and their respective successors, as applicable. SWP has the meaning ascribed to such term under the heading Distribution Policy Systematic Withdrawal Plan. Tax Act means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time. Tax Amendment means a proposed amendment to the Tax Act publicly announced by the Minister of Finance (Canada) prior to the date hereof. TFSA means a tax-free savings account within the meaning of the Tax Act. Trading Day means, for each Questrade ETF, unless otherwise agreed by the Manager, a day on which: (i) a regular session of the TSX is held, and (ii) the primary market or exchange for the securities held by the Questrade ETF is open for trading. Trustee means QWM, in its capacity as trustee of the Questrade ETFs pursuant to the Declaration of Trust, or its successor. TSX means the Toronto Stock Exchange. Unit means, in relation to a particular Questrade ETF, a redeemable, transferable unit of the Questrade ETF, which represents an equal, undivided interest in such Questrade ETF. Unitholder means a holder of Units of a Questrade ETF. Valuation Date means each Trading Day or any other day designated by the Manager on which the NAV and NAV per Unit of a Questrade ETF is calculated. Valuation Time means, in relation to a Questrade ETF, 4:00 p.m. (EST) on a Valuation Date or such other time that the Manager deems appropriate on each Valuation Date. WisdomTree Canada has the meaning ascribed to such term under the heading Overview of the Legal Structure of the Questrade ETFs Proposed Change of Manager.

8 iv PROSPECTUS SUMMARY The following is a summary of the principal features of the Units of the Questrade ETFs and should be read together with the more detailed information, financial data and financial statements contained elsewhere in this prospectus or incorporated by reference in this prospectus. Issuers: Questrade Fixed Income Core Plus ETF ( QCP ) Questrade Global Total Equity ETF ( QGE ) (each, a Questrade ETF and together, the Questrade ETFs ) Each Questrade ETF is an actively managed exchange-traded mutual fund established under the laws of the province of Ontario. Questrade Wealth Management Inc. ( QWM ) is the promoter, trustee, manager and portfolio manager of the Questrade ETFs and is responsible for the administration of the Questrade ETFs. In its capacity as portfolio manager of the Questrade ETFs, QWM has appointed Jarislowsky, Fraser Limited ( JFL ) as sub-advisor in respect of QCP, and One Capital Management, LLC ( OCM ) as sub-advisor in respect of QGE. Continuous Distribution: Investment Objectives: Specific Investment Each Questrade ETF issues Units on a continuous basis and there is no maximum number of Units that may be issued. Units of the Questrade ETFs are currently listed on the Toronto Stock Exchange (the TSX ) and investors can buy or sell such Units on the TSX through registered brokers and dealers in the province or territory where the investor resides. Investors may incur customary brokerage commissions in buying or selling Units. No fees are paid by investors to the Manager or any Questrade ETF in connection with the buying or selling of Units on the TSX. Investors may trade Units in the same way as other securities listed on the TSX, including by using market orders and limit orders. The Questrade ETFs will issue Units directly to the Designated Broker and Dealers. See Information for Designated Broker and Dealers Issuance of Units. Questrade ETF QCP QGE See Investment Objectives. Investment Objectives The investment objective of QCP is to provide a stable rate of return, primarily through income, and to a lesser extent, capital appreciation. QCP seeks to invest primarily in domestic and international high quality fixed income securities issued by corporations and governments ( core fixed-income securities ), and to a lesser extent, adding yield or enhancing returns on the portfolio by opportunistically investing in international fixedincome securities, emerging market debt, preferred shares, convertible bonds and non-investment grade bonds ( non-core fixed income securities ). The investment objective of QGE is to seek long-term growth of capital by investing in a portfolio of equity securities of global issuers, either through direct purchases of publicly traded companies or exchange traded funds that represent an equity asset class. The investment strategy of each Questrade ETF is to invest in and hold a portfolio of

9 v Strategies: securities selected by the Sub-Advisor in order to achieve its investment objectives. QCP To achieve QCP s investment objective, QCP will invest primarily in core fixed-income securities. QCP s portfolio may also include, at the discretion of the Sub-Advisor, non-core fixed-income securities. Generally, at the discretion of the Sub-Advisor, no less than 70% of QCP s portfolio will be invested in core-fixed income securities at any time. At the time of purchase, the Sub- Advisor will seek to achieve an average quality rating on all debt securities included in the portfolio of investment grade quality as rated by DBRS. Should DBRS not rate an issuer, the Sub-Advisor may use Standard & Poor s, followed by the Moody s equivalent. In the event of a non-rated security, the lowest rating of an issue from the same issuer will be used. The Sub-Advisor seeks to diversify the portfolio by investing in securities of governments and corporate issuers in a variety of sectors. Government bonds will be used primarily for purposes of adjusting duration. The Sub-Advisor uses fundamental credit research to select issuers that, based on the Sub-Advisor s view of the issuer s industry and growth prospects, are believed to offer attractive risk adjusted returns. In order to select securities for QCP, the Sub-Advisor will rely on its in-depth fundamental credit research, view of long term trends, analysis of each issuer s competitive position and review of the return relative to the issuer s risk and general market conditions. The Manager has appointed JFL as sub-advisor for QCP. QGE QGE will invest in a portfolio of equity securities of global issuers, either through direct purchases of publicly traded companies or exchange traded funds that represent an equity asset class. The Fund will have geographic diversification including Canada, U.S., developed markets in Europe and Asia and developing markets. The Fund will also be diversified by market capitalization from large-cap companies to micro-cap companies around the world. The Fund will include exposure to publicly traded real estate investment trusts ( REITs ). The Sub-Advisor seeks diversification by equity asset class, industry sector and geographic region and relies on its in-depth fundamental research, view of market trends, analysis of a company s competitive position, and review of the expected return of an asset class or company relative to the expected risk of any alternative equity asset class, industry sector or company s risk and general market conditions. The Sub-Advisor will also direct the currency hedging strategy for QGE. The Manager has appointed OCM as sub-advisor for QGE.

10 vi General Investment Strategies: Each Questrade ETF will invest in its own actively managed portfolio comprised of various securities and instruments which may include, but are not limited to, equity and equity related securities, debt securities, futures contracts and exchange traded funds. Equity related securities held by a Questrade ETF may include, but are not limited to, convertible debt, income trust units, single issuer equity options, preferred shares and warrants. If market conditions require, in order to preserve capital, a Questrade ETF may seek to invest a substantial portion of its assets in cash and cash equivalents. Investment in other Investment Funds In accordance with applicable securities legislation, as part of its investment strategy and as an alternative to or in conjunction with investing in and holding securities directly, a Questrade ETF may invest in one or more other investment funds or exchange-traded funds listed on a stock exchange in Canada or the United States, including other investment funds managed by the Manager or advised by the Sub-Advisors, provided that no management fees or incentive fees are payable by the Questrade ETF that, to a reasonable person, would duplicate a fee payable by the other investment fund for the same service. Use of Derivatives Each Questrade ETF may use derivative instruments to seek to hedge all or only a portion of its foreign currency exposure, if any, back to the Canadian dollar. Any use of derivative instruments by a Questrade ETF will be in compliance with NI and other applicable derivatives legislation and will be consistent with the investment objective and investment strategies of the Questrade ETF. Hedging currency exposure to reduce the impact of fluctuations in exchange rates is intended to reduce the direct exposure to foreign currency risk for Unitholders. Securities Lending (applicable to QGE only) A Questrade ETF may enter into securities lending transactions, repurchase and reverse purchase transactions in compliance with NI to earn additional income for the Questrade ETF. See Investment Strategies. Special Considerations for Purchasers: Risk Factors: The Manager, on behalf of the Questrade ETFs, has obtained exemptive relief from (i) the so-called early warning reporting requirements under Canadian securities legislation that would otherwise apply if a person or company acquires 10% or more of the Units of a Questrade ETF, and (ii) to permit Unitholders to acquire more than 20% of the Units of a Questrade ETF through purchases on the TSX without regard to the takeover bid requirements of applicable Canadian securities legislation, provided that any such Unitholder, and any person acting jointly or in concert with the Unitholder, provides the Manager with an undertaking not to exercise any votes attached to Units that represent more than 20% of the votes attached to all outstanding Units of that Questrade ETF at any meeting of Unitholders of that Questrade ETF. See Attributes of the Securities Description of the Securities Distributed. There are certain general risk factors inherent in an investment in the Questrade ETFs, including: (a) (b) (c) (d) (e) (f) (g) the general risks of investments; the risks associated with investing in particular asset classes; the risks associated with the issuers in which the Questrade ETF s invest; the risks associated with illiquid securities; the risks associated with reliance on key personnel; the risk that Units may trade at a premium or a discount to the NAV per Unit; fluctuations in the NAV and NAV per Unit of the Questrade ETFs;

11 vii (h) (i) (j) (k) (l) (m) the risks associated with the cease trading of securities held by the Questrade ETFs; the Questrade ETFs may have investment objectives that are less diversified than the overall market; the risks associated with the use of derivative instruments; the risks associated with changes in legislation, including tax legislation; risks relating to the taxation of the Questrade ETFs; and the risks associated with the potential cease trading of Units. See Risk Factors General Risks Relating to an Investment in the Questrade ETFs. In addition to the general risk factors, the following additional risk factors are inherent in an investment in one or more of the Questrade ETFs as indicated in the table below: See Risk Factors. ETF Specific Risks QCP QGE Counterparty Risk Associated with Securities Lending Country Risk Credit Rating Related Risk Currency Hedging Risk Emerging Markets Risk Exchange Rate Risk Exchange Traded Funds Risk Extension Risk General Risks of Debt Instruments General Risks of Equity Investments General Risks of Foreign Investments General Risks of Preferred Shares Real Estate Risk Small and Micro Capitalization Risk Underlying Fund Risk Income Tax Considerations: A Unitholder of a Questrade ETF who is resident in Canada will generally be required to include, in computing income for a taxation year, the amount of income (including any net realized taxable capital gains) that is paid or becomes payable to the Unitholder by that Questrade ETF in that year (including such income that is reinvested in additional Units of the Questrade ETF). A Unitholder of a Questrade ETF who disposes of a Unit of that Questrade ETF that is held as capital property, including on a redemption or otherwise, will generally realize a capital gain (or capital loss) to the extent that the proceeds of disposition (which do not include any amount of capital gains made payable by the Questrade ETF to the Unitholder which represents capital gains realized by the Questrade ETF in connection with dispositions to fund the redemption), net of costs of disposition, exceed (or are less than) the adjusted cost base of that Unit. Each investor should satisfy himself or herself as to the federal and provincial tax consequences of an investment in Units of a Questrade ETF by obtaining advice from his or

12 viii Exchanges and Redemptions: Distributions: Distribution Reinvestment: Termination: Eligibility for Investment: her tax advisor. See Income Tax Considerations. In addition to the ability to sell Units on the TSX, Unitholders may also redeem Units of any Questrade ETF for cash at a redemption price per Unit equal to 95% of the closing price for the applicable Units on the TSX on the effective day of redemption, subject to a maximum redemption price per Unit equal to the NAV per Unit on the effective day of redemption, or exchange a PNU (or an integral multiple thereof) for Baskets of Securities and cash or, in certain circumstances, for cash. See Information for Unitholders Redemption of Units in any Number for Cash and Information for Designated Broker Exchange of Prescribed Number of Units for further information. The Questrade ETFs will not have a fixed distribution amount. The amount and frequency of distributions, if any, will be based on the Manager s assessment of anticipated cash flow and anticipated expenses of the Questrade ETFs from time to time. The date of any cash distribution of each Questrade ETF will be announced in advance by issuance of a press release. The Manager may, in its complete discretion, change the frequency of these distributions and any such change will be announced by press release. Depending on the underlying investments of a Questrade ETF, distributions on Units may consist of ordinary income, including foreign source income sourced from foreign dividends, distributions or interest received by the Questrade ETF and dividends from taxable Canadian corporations but may also include net realized capital gains, in any case, less the expenses of that Questrade ETF and may include returns of capital. The tax treatment to Unitholders of distributions is discussed under the heading Income Tax Considerations. See Distribution Policy. The Manager may implement a Reinvestment Plan for one or more of the Questrade ETFs under which cash distributions are used to acquire Plan Units in the market, which are credited to the account of the Plan Participant through CDS. Following implementation of the Reinvestment Plan for a Questrade ETF, a Unitholder may elect to participate in the Reinvestment Plan by contacting the CDS Participant through which the Unitholder holds his, her or its Units. See Distribution Policy Reinvestment Plan for additional information relating to other aspects of the Reinvestment Plans including the pre-authorized cash contribution and systematic withdrawal provisions available to Unitholders. The Questrade ETFs do not have a fixed termination date but may be terminated at the discretion of the Manager in accordance with the terms of the Declaration of Trust. See Termination of the Questrade ETFs. Provided that a Questrade ETF qualifies as a mutual fund trust within the meaning of the Tax Act, or the Units of that Questrade ETF are listed on a designated stock exchange within the meaning of the Tax Act, Units of that Questrade ETF, if issued on the date hereof, would be qualified investments under the Tax Act for a trust governed by an RRSP, a RRIF, an RDSP, a DPSP, an RESP or a TFSA. See Income Tax Considerations Taxation of Registered Plans.

13 ix Documents Incorporated by Reference: Additional information about each Questrade ETF is or will be available in the most recently filed annual financial statements, any interim financial statements filed after those annual financial statements, the most recently filed annual management report of fund performance ( MRFP ), any interim MRFP filed after the annual MRFP for each Questrade ETF, and the most recently filed ETF Summary Document for each Questrade ETF. These documents are incorporated by reference into, and legally form an integral part of, this prospectus. These documents are publicly available on the Manager s website at and may be obtained upon request, at no cost, by calling or by contacting a registered dealer. These documents and other information about the Questrade ETFs are also publicly available at See Documents Incorporated by Reference. Organization and Management of the Questrade ETFs Manager and Trustee: Sub-Advisors Promoter: Custodian: In its capacity as manager of the Questrade ETFs, QWM is responsible for the administration and operations of the Questrade ETFs. In its capacity as trustee of the Questrade ETFs, QWM holds title to the assets of each Questrade ETF in trust for the Unitholders. QWM is a wholly-owned subsidiary of Questrade Financial Group Inc. ( QFG ). The registered office of the Questrade ETFs and QWM is located at 5650 Yonge St., Suite 1700, Toronto, Ontario, M2M 4G3. See Organization and Management Details of the Questrade ETFs Manager and Organization and Management Details of the Questrade ETFs Trustee. The Manager, as portfolio manager of the Questreade ETFs, has appointed Jarislowsky, Fraser Limited as the sub-advisor of QCP to provide investment sub-advisory services, except for any decisions relating to currency hedging and derivatives which shall be the responsibility of the Manager. The Manager has appointed One Capital Management, LLC as the sub-advisor of QGE to provide investment sub-advisory services. In its capacity as portfolio manager, QWM is responsible for the oversight and provision of investment advisory services to the Questrade ETFs by the Sub-Advisors. See Organization and Management Details of the Questrade ETF The Sub-Advisors. QWM has taken the initiative in founding and organizing the Questrade ETFs and is, accordingly, the promoter of the Questrade ETFs within the meaning of securities legislation of certain provinces and territories of Canada. See Organization and Management Details of the Questrade ETFs Promoter. CIBC Mellon Trust Company, at its principal offices in Toronto, Ontario, is the Custodian of the assets of the Questrade ETFs and holds those assets in safekeeping. The Custodian is entitled to receive fees from the Manager as described under Fees and Expenses and to be reimbursed for all expenses and liabilities that are properly incurred by the Custodian in connection with the activities of the Questrade ETFs. See Organization and Management Details of the Questrade ETFs Custodian.

14 x Fund Administrator: Registrar and Transfer Agent: Securities Lending Agents: Auditors: Summary of Fees and Expenses CIBC Mellon Global Securities Services Company, at its principal offices in Toronto, Ontario, is the Fund Administrator. The Fund Administrator is responsible for certain aspects of the day-to day administration of the Questrade ETFs, including NAV calculations, calculating net income and net realized capital gains of the Questrade ETFs and maintaining books and records with respect to each Questrade ETF. See Organization and Management Details of the Questrade ETFs Fund Administrator. Computershare Trust Company of Canada, at its principal office in Toronto, Ontario, is the registrar and transfer agent for the Units of the Questrade ETFs and maintains the register of registered Unitholders. The register of the Questrade ETFs is kept in Toronto, Ontario. See Organization and Management Details of the Questrade ETFs Transfer Agent and Registrar. Canadian Imperial Bank of Commerce, at its principal office in Toronto, Ontario, and The Bank of New York Mellon, at its principal office in New York, New York, may each act as the securities lending agent for the Questrade ETFs pursuant to a securities lending authorization agreement. See Organization and Management Details of the Questrade ETFs Securities Lending Agents. KPMG LLP, at its principal offices in Toronto, Ontario, are the auditors of the Questrade ETFs. The auditors will audit each Questrade ETF s annual financial statements and provide an opinion as to whether they present fairly the Questrade ETF s financial position, financial performance and cash flows in accordance with International Financial Reporting Standards. The auditors are independent of the Manager. See Organization and Management Details of the Questrade ETFs Auditors. This table lists the fees and expenses that an investor may have to pay if the investor invests in the Questrade ETFs. An investor may have to pay some of these fees and expenses directly. The Questrade ETFs may have to pay some of these fees and expenses, which will therefore reduce the value of an investment in the Questrade ETFs. See Fees and Expenses. Fees and Expenses Payable by the Questrade ETFs Type of Fee Management Fee: Certain Operating Expenses: Amount and Description The Manager is entitled to receive a fee for acting as trustee and manager of the Questrade ETFs (the Management Fee ). The Manager, in its capacity as manager of each Questrade ETF, manages the day-to-day business of each Questrade ETF, including negotiating contractual agreements with service providers, including the Sub-Advisors, and preparing reports to Unitholders and Securities regulatory authorities. The Manager also acts as trustee of each Questrade ETF. The Management Fee is based on a percentage of the NAV of each of the following Questrade ETFs and is listed below: Questrade ETFs QCP QGE Management Fee (annual rate) 0.50% of NAV 0.85% of NAV Note: the management fee for each Questrade ETF listed above is calculated and accrued daily and generally paid monthly. The management fee is exclusive of applicable GST/HST. Unless otherwise waived or reimbursed by the Manager, and subject to compliance with NI , it is expected that the expenses for each of the Questrade ETFs will include, as applicable: the applicable Management Fee, audit fees; trustee and custodial expenses;

15 xi valuation, accounting and record keeping costs; legal expenses; permitted prospectus preparation and filing expenses; any costs associated with the printing and distribution of any documents that the securities regulatory authorities require be sent or delivered to purchasers of Units of the Questrade ETF; listing and annual stock exchange fees; CDS fees; bank related fees and interest charges; extraordinary expenses; Unitholder reports and servicing costs; Registrar and Transfer Agent fees; expenses related to the implementation and on-going operation of the IRC; the cost of complying with governmental or regulatory requirements introduced after the establishment of the applicable Questrade ETF; any GST/HST on those expenses; any income, withholding or other taxes; and brokerage expenses and commissions and portfolio transaction costs. Such expenses will also include expenses of any action, suit or other proceedings in which or in relation to which the Manager, any Sub-Advisor, the Custodian, the IRC and/or any of their respective officers, directors, employees, consultants or agents is entitled to indemnity by a Questrade ETF. Fees and Expenses Payable Directly by Unitholders Redemption Fee: An amount of up to 0.05% of the issue, exchange or redemption price, as the case may be, of a Questrade ETF may be charged to offset certain transaction costs associated with an issue, exchange or redemption of Units of that Questrade ETF. This charge does not apply to Unitholders who buy and sell their Units through the facilities of the TSX. See Purchases, Exchanges and Redemptions of Units Information for Designated Broker and Dealers Costs Associated with Exchanges and Redemptions. Annual Returns, Management Expense Ratios and Trading Expense Ratios The following chart provides the annual returns, management expense ratios and trading expense ratios for the Questrade ETFs, as disclosed in each Questrade ETF s most recently filed annual management report of fund performance. The indicated rates of return are historical total returns. These returns assume the reinvestment of distributions, which increases returns, but do not take into account customary brokerage commissions for buying or selling Units on the TSX, redemption fees or income taxes payable by any Unitholder that would have reduced the returns. Questrade Fixed Income Core Plus ETF Annual Return (%) 3.93% % MER (%) 0.70% 0.67% 2 TER (%) 0.01% 0.00% Questrade Global Total Equity ETF Annual Return (%) 13.21% 0.42% MER (%) 1.28% 1.02% 4 TER (%) 0.01% 0.04% * MER means management expense ratio based on management fees and operating expenses (excluding commissions and other portfolio transaction costs) expressed as an annualized percentage of daily net asset value. 1 Returns from commencement of operations September 21, 2015 to December 31, After waivers and/or absorptions by the Manager, at its discretion, of a portion of the fees and/or expenses otherwise payable by the Questrade ETF. The MER before waivers and absorptions for the period September 21, 2015 to December 31, 2015 would have been 7.11%. 3 Returns for the period from commencement of operations September 21, 2015 to December 31, After waivers and/or absorptions by the Manager, at its discretion, of a portion of the fees and/or expenses otherwise payable by the Questrade ETF. The MER before waivers and absorptions for the period September 21, 2015 to December 31, 2015 would have been 7.98%.

16 xii ** TER means trading expense ratio and represents total commissions and other portfolio transaction costs expressed as an annualized percentage of daily net asset value.

17 OVERVIEW OF THE LEGAL STRUCTURE OF THE QUESTRADE ETFs The Questrade ETFs are actively managed exchange traded mutual funds established under the laws of the Province of Ontario, pursuant to the terms of the Declaration of Trust. Each Questrade ETF is a mutual fund under the securities legislation of the provinces and territories of Canada. QWM, a registered portfolio manager and investment fund manager, is the promoter, trustee, manager and portfolio manager of the Questrade ETFs and is responsible for the administration of the Questrade ETFs. The registered office of the Questrade ETFs and QWM is located at 5650 Yonge St., Suite 1700, Toronto, Ontario, M2M 4G3. The Manager has appointed Jarislowsky, Fraser Limited as the sub-advisor of QCP and One Capital Management, LLC as the sub-advisor of QGE to provide investment sub-advisory services to those Questrade ETF. In its capacity as portfolio manager, QWM is responsible for the oversight and provision of investment advisory services to the Questrade ETFs by the Sub-Advisors, and shall maintain responsibility for any decisions relating to currency hedging and derivatives in respect of QCP. The following chart sets out the full legal name as well as the TSX ticker symbol for each of the Questrade ETFs: Questrade ETF Questrade Fixed Income Core Plus ETF Questrade Global Total Equity ETF Proposed Change of Manager and Trustee TSX Ticker Symbol QCP QGE On July 27, 2017, QWM and its sister company Questrade announced that they have entered into a series of agreements with WisdomTree Asset Management Canada, Inc. ( WisdomTree Canada ) pursuant to which, among other things, and subject to regulatory and unitholder approvals, WisdomTree Canada will acquire all of the Questrade ETFs currently managed by QWM. The acquisition is subject to regulatory and unitholder approvals, and it is expected the Questrade ETFs will either merge into an existing exchange traded fund managed by WisdomTree Canada or WisdomTree Canada will become the manager and trustee of the Questrade ETF, as applicable. This will result in a change of the fund manager for the Questrade ETFs. QWM will provide unitholders with specific details of these transactions, including the record date and timing for the unitholder meetings to approve the change of trustee and manager and related mergers, as applicable, at a later date. INVESTMENT OBJECTIVES The investment objective of each of the Questrade ETFs is described below. Questrade Fixed Income Core Plus ETF The investment objective of QCP is to provide a stable rate of return, primarily through income, and to a lesser extent, capital appreciation. QCP seeks to invest primarily in domestic and international high quality fixed income securities issued by corporations and governments ( core fixed-income securities ), and to a lesser extent, adding yield or enhancing returns on the portfolio by opportunistically investing in international fixed-income securities, emerging market debt, preferred shares, convertible bonds and non-investment grade bonds ( non-core fixed income securities ). Questrade Global Total Equity ETF The investment objective of QGE is to seek long-term growth of capital by investing in a portfolio of equity securities of global issuers, either through direct purchases of publicly traded companies or exchange traded funds that represent an equity asset class. The investment objective of each Questrade ETF may not be changed except with the approval of its Unitholders. See Unitholder Matters for additional descriptions of the process for calling a meeting of Unitholders and the requirements of Unitholder approval.

18 - 2 - INVESTMENT STRATEGIES The investment strategy of each Questrade ETF is to invest in and hold a portfolio of securities selected by its Sub- Advisor in order to achieve its investment objective. Questrade Fixed Income Core Plus ETF To achieve QCP s investment objective, QCP will invest primarily in core fixed-income securities. QCP s portfolio may also include, at the discretion of the Sub-Advisor, non-core fixed-income securities. Generally, at the discretion of the Sub-Advisor, no less than 70% of QCP s portfolio will be invested in core-fixed income securities at any time. At the time of purchase, the Sub-Advisor will seek to achieve an average quality rating on all debt securities included in the portfolio of investment grade quality as rated by DBRS. Should DBRS not rate an issuer, the Sub- Advisor may use Standard & Poor s, followed by the Moody s equivalent. In the event of a non-rated security, the lowest rating of an issue from the same issuer will be used. The Sub-Advisor seeks to diversify the portfolio by investing in securities of governments and corporate issuers in a variety of sectors. Government bonds will be used primarily for purposes of adjusting duration. The Sub-Advisor uses fundamental credit research to select issuers that, based on the Sub-Advisor s view of the issuer s industry and growth prospects, are believed to offer attractive risk adjusted returns. In order to select securities for QCP, the Sub-Advisor will rely on its in depth fundamental credit research, view of long term trends, analysis of each issuer s competitive position and review of the return relative to the issuer s risk and general market conditions. The Manager has appointed JFL as sub-advisor for QCP. Questrade Global Total Equity ETF QGE will invest in a portfolio of equity securities of global issuers, either through direct purchases of publicly traded companies or exchange traded funds that represent an equity asset class. The Fund will have geographic diversification including Canada, U.S., developed markets in Europe and Asia and developing markets. The Fund will also be diversified by market capitalization from large cap companies to micro-cap companies around the world. The Fund will include exposure to publicly traded REITs. The Sub-Advisor seeks diversification by equity asset class, industry sector and geographic region and relies on its in-depth fundamental research, view of market trends, analysis of a company s competitive position, and review of the expected return of an asset class or company relative to the expected risk of any alternative equity asset class, industry sector or company s risk and general market conditions. The Sub-Advisor will also direct the currency hedging strategy for QGE. The Manager has appointed OCM as sub-advisor for QGE. General Investment Strategies of the Questrade ETFs Each Questrade ETF will invest in its own actively managed portfolio comprised of various securities and instruments which may include, but are not limited to, equity and equity related securities, debt securities, futures contracts and exchange traded funds. Equity related securities held by a Questrade ETF may include but are not limited to, convertible debt, income trust units, single issuer equity options, preferred shares and warrants. If market conditions require, in order to preserve capital, a Questrade ETF may seek to invest a substantial portion of its assets in cash and cash equivalents. Sub-Advisors may invest directly or may provide instructions to the Manager to invest the portfolio assets of a Questrade ETF. Investment in other Investment Funds In accordance with applicable securities legislation, as part of its investment strategy and as an alternative to or in conjunction with investing in and holding securities directly, a Questrade ETF may invest in one or more other investment funds or exchange-traded funds listed on a stock exchange in Canada or the United States, including other investment funds managed by the Manager or advised by the Sub-Advisors, provided that no management fees