Top 20 U.S. Dividend Trust. Class A Units and Class U Units Maximum $150,000,000 (15,000,000 Class A Units and/or Class U Units)

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1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of those laws. PROSPECTUS Initial Public Offering September 12, 2012 Top 20 U.S. Dividend Trust Class A Units and Class U Units Maximum $150,000,000 (15,000,000 Class A Units and/or Class U Units) Top 20 U.S. Dividend Trust (the Fund ) was established to provide holders of units ( Unitholders ) with investment exposure, on a tax-advantaged basis, to an equally-weighted portfolio (the Portfolio ) comprised of the 20 highest yielding equity securities included in the Dow Jones Industrial Average (the Dow ). The Fund will obtain economic exposure to the Portfolio through one or more forward purchase agreements (collectively, the Forward Agreement ) with one or more Schedule I Canadian chartered banks or affiliates thereof (each a Counterparty ), which initially will be The Bank of Nova Scotia. The Portfolio will be held by TTU Trust, a newly formed investment fund established for the purpose of acquiring and holding the Portfolio. The Fund is therefore fully exposed to the credit risk associated with the Counterparty, however, the Counterparty will pledge collateral in favour of the Fund to secure its obligations under the Forward Agreement. By virtue of the Forward Agreement, the performance of the Fund will be dependent on the performance of the Portfolio. See Overview of the Investment Structure The Forward Agreement and Risk Factors. The Fund is a closed-end investment fund established as a trust under the laws of the Province of Ontario. This prospectus qualifies the distribution of Class A Units and Class U Units of the Fund (collectively, the Units and each, a Unit ) at a price of $10.00 per Class A Unit and US$10.00 per Class U Unit (collectively, the Offering ). Class U Units are designed for investors wishing to make their investment in U.S. dollars. See Purchases of Securities and Attributes of the Units Class U Units Converted to Class A Units for Liquidity Purposes. The Fund s investment objectives are to provide Unitholders with: (i) stable monthly tax-advantaged distributions; and (ii) the opportunity for capital appreciation, in each case through exposure by virtue of the Forward Agreement to an equally-weighted portfolio comprised of the 20 highest yielding equity securities included in the Dow. See Investment Objectives. The Portfolio will be reconstituted annually to include the then top 20 highest yielding constituents of the Dow on an equally-weighted basis. In addition, the Portfolio will be rebalanced to an equal weight basis prior to the end of each calendar quarter. Highstreet Asset Management Inc. (the Portfolio Manager and Options Advisor or Highstreet ) will write covered call options from time to time in respect of not more than 33% of the Portfolio in order to earn income from option premiums to supplement the dividends and distributions generated by the Portfolio. The Portfolio Manager and Options Advisor will generally only write covered calls to the extent needed to increase the yield on the Portfolio to a targeted yield. This targeted yield will enable the Fund, by virtue of the Forward Agreement, to pay the targeted distribution and to fund a mandatory market purchase program. See Investment Objectives, Investment Strategy and Attributes of the Units Mandatory Market Purchases. Scotia Managed Companies Administration Inc. (the Manager ), a wholly-owned subsidiary of Scotia Capital Inc., will act as the manager of the Fund and TTU Trust and will provide all administrative services required by the Fund and TTU Trust. See Organization and Management Details of the Fund The Manager to the Fund and TTU Trust. The Manager has retained Highstreet as the portfolio manager and options advisor to the Fund and TTU Trust to execute and maintain TTU Trust s option writing activities. See Organization and Management Details of the Fund The Portfolio Manager and Options Advisor. Price: $10.00 per Class A Unit Minimum Purchase: $2,000 (200 Class A Units)

2 2 Price: US$10.00 per Class U Unit Minimum Purchase: US$2,000 (200 Class U Units) Price to the Public (1) Agents Fees Net Proceeds to the Fund (2) Per Class A Unit... $10.00 $0.525 $9.475 Per Class U Unit... US$10.00 US$0.525 US$9.475 Total Minimum Offering (3)(4)... $40,000,000 $2,100,000 $37,900,000 Total Maximum Offering (4)... $150,000,000 $7,875,000 $142,125,000 Notes: (1) The offering price was established by negotiation between the Fund and the Agents. (2) Before deducting the expenses of the Offering and organizational expenses (collectively estimated at $600,000), which, subject to a maximum amount equal to 1.5% of the gross proceeds of the Offering, together with the Agents fees will be paid from the proceeds of the Offering. (3) There will be no closing of the Offering unless a minimum of 2,000,000 Class A Units are sold. If subscriptions for a minimum of 2,000,000 Class A Units have not been received within 90 days following the date of issuance of a receipt for a final prospectus, the Offering may not continue without the consent of the securities regulatory authorities and those who have subscribed for Units on or before such date. (4) The Fund has granted to the Agents an option (the Over-Allotment Option ), exercisable for a period of 30 days from the Closing Date, to purchase up to 15% of the aggregate number of Class A Units issued on the Closing Date on the same terms as set forth above solely to cover over-allotments, if any. If the Over-Allotment Option is exercised in full under the maximum Offering, the price to the public, Agents fees and net proceeds to the Fund are estimated to be $172,500,000, $9,056,250 and $163,443,750 respectively (assuming only Class A Units are sold). This prospectus also qualifies the grant of the Over- Allotment Option and the distribution of the Class A Units issuable on the exercise of the Over-Allotment Option. A purchaser who acquires Class A Units forming part of the Agents over-allocation position acquires such Class A Units under this prospectus, regardless of whether the Agents over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See Plan of Distribution. There is no guarantee that an investment in the Fund will earn any positive return in the short or long term nor is there any guarantee that the Fund s investment objectives will be achieved or that the Net Asset Value per Unit will appreciate or be preserved. An investment in the Fund is appropriate only for investors who have the capacity to absorb investment losses. There are certain risks associated with an investment in the Units. Prospective purchasers should carefully review this prospectus, including the description of the principal risk factors before deciding to invest in the Units. There is no market through which the Units may be sold and purchasers may not be able to resell securities purchased under this prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Units and the extent of issuer regulation. See Risk Factors. The TSX has conditionally approved the listing of the Class A Units subject to the Fund fulfilling all of the requirements of the TSX on or before December 4, Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp., Desjardins Securities, Inc. GMP Securities L.P., Raymond James Ltd., Dundee Securities Ltd., Mackie Research Capital Corporation, Macquarie Private Wealth Inc., Manulife Securities Incorporated, Union Securities Ltd. (the Agents ) conditionally offer the Units, subject to prior sale, on a best efforts basis, if, as and when issued by the Fund and accepted by the Agents in accordance with the conditions contained in the Agency Agreement referred to under Plan of Distribution and subject to the approval of certain legal matters by Stikeman Elliott LLP on behalf of the Fund and the Agents. The Agents may also over-allot or effect transactions as more fully described under Plan of Distribution. Scotia Capital Inc. is an agent in connection with the Offering. The Manager, a wholly-owned subsidiary of Scotia Capital Inc., is the promoter of the Fund and will administer the operations of the Fund and TTU Trust pursuant to the Fund Management Agreement and TTU Management Agreement (each as defined herein), respectively, and will receive fees therefor. Certain of the directors and officers of the Manager are employees of Scotia Capital Inc. The Fund will enter into the Forward Agreement with the Counterparty, which initially will be The Bank of Nova Scotia, the parent company of Scotia Capital Inc. Accordingly, the Fund may be considered a connected issuer of Scotia Capital Inc. under applicable securities legislation by virtue of Scotia Capital Inc. s relationship with the Fund. See Fees and Expenses, Interest of Management and Others in Material Transactions, Organization and Management Details of the Fund The Manager to the Fund and TTU Trust and Organization and Management Details of the Fund Conflicts of Interest. Subscriptions for Units will be received subject to acceptance or rejection in whole or in part, and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to occur on or about October 15, 2012, or such other date as the Fund and the Agents may agree, but in any event no later than 90 days after a receipt for a final prospectus is issued (the Closing Date ). Registrations and transfers of Units will be effected only through the book-entry only system administered by CDS Clearing and Depository Services Inc. Beneficial owners of Units will not have the right to receive physical certificates evidencing their ownership. See Attributes of the Units Book-Entry Only System. Certain capitalized terms used, but not defined, in the foregoing are defined in the Glossary of Terms.

3 3 TABLE OF CONTENTS PROSPECTUS SUMMARY... 5 SUMMARY OF FEES AND EXPENSES...13 GLOSSARY OF TERMS...14 FORWARD LOOKING INFORMATION...18 DISCLOSURE BASED ON PUBLICLY AVAILABLE INFORMATION...18 OVERVIEW OF THE STRUCTURE OF THE FUND...19 INVESTMENT OBJECTIVES...19 INVESTMENT STRATEGY...19 Overview...19 Leverage...25 OVERVIEW OF THE INVESTMENT STRUCTURE...25 The Forward Agreement...26 INVESTMENT RESTRICTIONS...27 Investment Restrictions of TTU Trust...27 Investment Restrictions of the Fund...28 FEES AND EXPENSES...29 Initial Fees and Expenses...29 Management Fee...29 Counterparty Fee...29 Operating Expenses...29 RISK FACTORS...30 Risk Factors of the Investment Strategy...30 Risks Relating to Fluctuations in Value of Portfolio Securities and Performance of the Portfolio...30 General Risks of Investing in Equity Securities...30 Use of Options and Other Derivative Instruments...30 Reliance on the Manager and the Portfolio Manager and Options Advisor...31 Market Disruptions...31 Global Financial Developments...31 Changes to the Dow...31 Withholding Tax Risks...31 Risk Factors of the Fund...32 No Assurances of Achieving Investment Objectives and No Guaranteed Rate of Return...32 Loss of Investment Risk...32 Currency Exposure...32 Volatility in Trading Price of Units...32 Lack of Prior Operating History of the Fund...32 Risks Relating to Redemptions...32 Changes to Interest Rates...32 Risks Relating to Market Purchases...33 Use of Leverage...33 Securities Lending...33 Taxation of the Fund...33 No Recourse to Portfolio...34 Changes in Legislation and Regulatory Risk...34 Risks Relating to the Status of the Fund...34 Potential Conflict of Interest...34 Performance of the Portfolio...35 Risks Relating to the Nature of the Units...35 Forward Counterparty Risk...35 Early Termination of the Forward Agreement...35 Forward Agreement Proceeds...35 Absence of an Active Market for the Units...35 Liability of Unitholders...35 DISTRIBUTION POLICY...36 PURCHASES OF SECURITIES...37 REDEMPTION OF UNITS...37 Annual Redemptions...37 Monthly Redemptions...37 Pre-Settling the Forward Agreement...38 Exercise of Redemption Right...38 Suspension of Redemptions...38 INCOME TAX CONSIDERATIONS...39 Status of the Fund...39 Taxation of the Fund...40 Taxation of Unitholders...40 Taxation of Registered Plans...41 Tax Implications of the Fund s Distribution Policy...41 Eligibility for Investment...41 ORGANIZATION AND MANAGEMENT DETAILS OF THE FUND...41 The Trustee...41 Duties and Services to be Provided by the Trustee and Details of the Fund Declaration of Trust...42 Officers and Directors of the Trustee...42 The Manager to the Fund and TTU Trust...42 Duties and Services to be Provided by the Manager and Details of the Management Agreements...43 Officers and Directors of the Manager...43 The Portfolio Manager and Options Advisor...44 Officers and Directors of the Portfolio Manager and Options Advisor...44 Details of the Portfolio Management Agreements...45 Conflicts of Interest...46 Independent Review Committee...46 Custodian...47 Registrar and Transfer Agent...47 Auditors...48 Promoter...48

4 4 Accounting and Reporting...48 CALCULATION OF NET ASSET VALUE...48 Net Asset Value...48 Valuation Policies and Procedures of the Fund...49 Reporting of Net Asset Value...50 Suspension of Calculation of Net Asset Value...50 ATTRIBUTES OF THE UNITS...50 Description of the Units Offered...50 Class U Units Converted to Class A Units for Liquidity Purposes...51 Purchase for Cancellation...51 Take-over Bids...51 Mandatory Market Purchases...51 Book-Entry Only System...52 UNITHOLDER MATTERS...52 Meetings of Unitholders...52 Matters Requiring Unitholder Approval...53 Amendments to the Fund Declaration of Trust...54 Reporting to Unitholders...55 TERMINATION OF THE FUND...55 USE OF PROCEEDS...55 PLAN OF DISTRIBUTION...55 Relationship between the Fund and the Agents...56 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...57 PROXY VOTING DISCLOSURE...57 MATERIAL CONTRACTS...57 LEGAL AND ADMINISTRATIVE PROCEEDINGS...58 EXPERTS...58 NOTICE OF TRADEMARKS/DISCLAIMER...58 PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...59 AUDITORS CONSENT...60 INDEPENDENT AUDITORS REPORT...61 STATEMENT OF FINANCIAL POSITION...62 CERTIFICATE OF THE FUND, THE MANAGER AND THE PROMOTER...C-1 CERTIFICATE OF THE AGENT...C-2

5 5 PROSPECTUS SUMMARY The following is only a summary of the principal features of the Offering and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. All references in this prospectus to dollars or $ are to Canadian dollars unless otherwise indicated. Capitalized terms not otherwise defined in this summary have the meanings ascribed to them in the Glossary. Issuer: Offering: Maximum Issue: Minimum Issue: Offering Price: Minimum Purchase: Investment Objectives: Investment Strategy: Top 20 U.S. Dividend Trust (the Fund ) is a closed-end investment fund established as a trust under the laws of the Province of Ontario. The Fund is offering Class A units (the Class A Units ) and Class U units (the Class U Units, and together with the Class A Units, the Units ) of the Fund (the Offering ). The Class A Units are priced in Canadian dollars. Substantially all of the U.S. dollar value of the Portfolio attributable to the Class A Units will be hedged back to the Canadian dollar. The Class U Units are priced in U.S. dollars and are designed for investors wishing to make their investment in U.S. dollars. Class U Units will not be listed but may be converted into Class A Units on a weekly basis for liquidity purposes. $150,000,000 (15,000,000 Units) $40,000,000 (4,000,000 Class A Units) $10.00 per Class A Unit US$10.00 per Class U Unit $2,000 (200 Class A Units) US$2,000 (200 Class U Units) The Fund s investment objectives are to provide Unitholders with: (i) stable monthly tax-advantaged distributions; and (ii) the opportunity for capital appreciation, in each case through exposure by virtue of the Forward Agreement to an equally-weighted portfolio (the Portfolio ) comprised of the 20 highest yielding equity securities (the Portfolio Securities ) included in the Dow Jones Industrial Average (the Dow ). See Investment Objectives. The Fund will achieve exposure, on a tax-advantaged basis, to the Portfolio. The Portfolio will be comprised of the 20 highest yielding equity securities included in the Dow. Established in May 1896, the Dow is among the best-known and most closely watched U.S. benchmark indices among stock market observers around the world. The Dow is a priceweighted average index consisting of 30 large and well-known U.S. blue-chip companies representing all industries with the exception of transportation and utilities. The highest yielding equity securities will be determined using the most recently announced gross dividend annualized divided by the current market price of the securities on the date the securities are determined. The Portfolio will be reconstituted annually to include the then top 20 highest yielding constituents of the Dow on an equally-weighted basis. The annual rebalancing will be completed within 15 business days following the last business day of December commencing in The Portfolio will also be rebalanced to an equal weight basis prior to the end of each calendar quarter. In addition, Portfolio Securities will be removed from the Portfolio at any point if: (i) an equity security in the Portfolio is no longer listed in the Dow; (ii) an issuer whose securities are included in the Portfolio is subject of a merger or other

6 6 fundamental corporate action or change that in the opinion of the Manager requires the issuer s securities to be removed from the Portfolio; (iii) an issuer whose securities are included in the Portfolio announces a suspension or cut of its distributions by 25% or more; or (iv) the Portfolio Manager and Options Advisor is no longer able to write call options on the equity securities of an issuer included in the Portfolio or if the Portfolio Manager and Options Advisor determines, in its discretion, that conditions render it impracticable to do so. In such circumstances, the equity securities that are removed from the Portfolio will be replaced as soon as practicable with the equity securities of the next highest yielding issuer that are option eligible in the Dow not included in the Portfolio. Where an issuer has been removed from the Portfolio as a result of (iii) or (iv), but otherwise remains eligible for inclusion in the Portfolio, the Manager, at its discretion, may determine not to include such securities in the Portfolio. The Portfolio Manager and Options Advisor will write covered call options from time to time in respect of not more than 33% of the Portfolio in order to seek to earn income from option premiums to supplement the dividends and distributions generated by the Portfolio. The Portfolio Manager and Options Advisor will generally only write covered calls to the extent needed to increase the yield on the Portfolio to a targeted yield. This targeted yield will enable the Fund, by virtue of the Forward Agreement, to pay targeted distributions and to fund a mandatory market purchase program. See Investment Strategy. Forward Agreement: To pursue its investment objectives, the Fund will obtain economic exposure to the Portfolio through one or more forward purchase agreements (collectively, the Forward Agreement ) with one or more Schedule I Canadian chartered banks or affiliates thereof (each a Counterparty ), which initially will be The Bank of Nova Scotia. The Portfolio will be held by TTU Trust, a newly formed investment fund established for the purpose of acquiring and holding the Portfolio. Pursuant to the terms of the Forward Agreement, the Counterparty will deliver to the Fund, on the scheduled settlement date of the Forward Agreement (the Forward Date ), a portfolio of securities (the Canadian Securities Portfolio ) that are Canadian securities as defined in subsection 39(6) of the Income Tax Act (Canada) (the Tax Act ) with an aggregate value equal to the amount that would be received on redemption of the relevant number of units of TTU Trust, net of any amount owing by the Fund to the Counterparty. The Fund will use the net proceeds of the Offering to pre-pay its purchase obligations under the Forward Agreement. The Fund may settle the Forward Agreement in whole or in part prior to the Forward Date for any reason including to pay distributions or to fund redemptions or in the event the Counterparty s credit rating is downgraded. The Fund is fully exposed to the credit risk associated with the Counterparty. To secure the obligations of the Counterparty under the Forward Agreement, the Counterparty will pledge collateral in favour of the Fund with an aggregate value equal to 100% of the mark-to-market value of the exposure under the Forward Agreement and the amount of the collateral will be reset on a weekly basis to 100%. Pursuant to the terms of the Forward Agreement, the Counterparty will, in connection with a requested partial settlement, deliver Canadian Securities Portfolio securities to the Fund based on the partial settlement amount and a corresponding reduction will be made to the Portfolio. The Fund will then sell such securities into the market in order to fund the monthly distributions, redemptions or operating expenses and other liabilities of the Fund. It is intended that any capital gains or income realized by the Fund on the sale of such securities to fund redemptions will generally be allocated to the redeeming Unitholders. See Overview of the Investment Structure The Forward Agreement.

7 Distributions: 7 The Fund will not have a fixed distribution but intends to pay monthly distributions through pre-settlement of the Forward Agreement based on, among other things, the actual and expected returns on the Portfolio and the actual and expected expenses of the Fund and TTU Trust. The Fund intends to make monthly distributions to Unitholders of record on the last business day of each month. Distributions will be paid on a business day designated by the Trustee that will be on or about the 15 th day of the following month. Based on the assumptions set out below, the monthly distributions are initially estimated to be $ per Class A Unit and US$ per Class U Unit ($0.50 and US$ 0.50 per annum, respectively) representing an annual yield of 5.00% on the issue price, consisting primarily of returns of capital which are not immediately taxable but which reduce a Unitholder s adjusted cost base of its Units. The initial distribution is anticipated to be payable on or about November 15, 2012, to Unitholders of record on October 31, Based on current estimates and assuming (i) an aggregate size of the Offering of $75 million, (ii) the employment of the investment strategy as described under Investment Strategy, (iii) the use of covered call writing as described herein, and (iv) the fees and expenses described under Fees and Expenses, the Portfolio would be required to generate a return of 6.68% in order to pay the initial estimated level of distributions through partial settlements of the Forward Agreement and maintain a stable Net Asset Value. As of July 31, 2012, the Portfolio is expected to generate dividend and distribution income of 2.79% per annum (based on the current cash yield net of withholding tax on the Indicative Portfolio which may vary from the actual Portfolio and therefore actual yield may vary). The Portfolio would be required to generate an additional return of 3.93% per annum, from option premiums, capital appreciation and dividend and distribution growth, in order for the Fund to pay its initial targeted monthly distributions on the Units and maintain a stable Net Asset Value. Based on the: (i) anticipated composition of the Portfolio; (ii) current market volatility of approximately 18.7%, being the average implied market volatility of the securities included in the Indicative Portfolio, and (iii) other assumptions set forth under Investment Strategy Covered Option Writing Strategy, the Portfolio would be expected to generate cash flow in excess of the above required return. The ability of the Portfolio to generate such returns will be dependent on the extent to which these assumptions turn out to be accurate. The amount of distributions paid by the Fund may fluctuate from month to month and there can be no assurance that the Fund will be able to achieve its monthly distribution objective or make payments on any Distribution Payment Date. The monthly distributions to Unitholders will by virtue of the Forward Agreement be substantially based upon the level of dividends and other distributions received on the Portfolio Securities and on the level of premiums realized by TTU Trust pursuant to the option writing strategy described herein. As TTU Trust will not write call options on more than 33% of the Portfolio, a significant decrease in the volatility of the Portfolio Securities could have an adverse effect on the distributable cash flow generated by the Portfolio and accordingly, by virtue of the Forward Agreement, the distributions if any paid by the Fund from time to time. The use of call options will generally have the effect of limiting TTU Trust s participation in price appreciation on the Portfolio Securities that are the subject of such options. In some cases, particularly in a rising market, the use of call options will reduce the total return of the Portfolio, where the premiums received from writing covered call options are less than the price appreciation that the Portfolio foregoes. However, the Manager believes that in a slightly rising, flat or downward trending market, a portfolio that is subject to covered call option writing will generally provide higher relative returns and lower volatility than one on which no options are written. See Investment Objectives, Risk Factors and Distribution Policy. If the Fund s net income for tax purposes, including net realized capital gains, for any year exceeds the aggregate amount of the regular monthly distributions made in the year to Unitholders, the Fund will also have the discretion to pay one or more special distributions (in cash or reinvested in additional Units) as is necessary to ensure that the Fund will not be

8 Leverage: Currency Hedging: Use of Proceeds: Conversion of Class U Units into Class A Units: Redemptions: Mandatory Market Purchase Program: 8 liable for income tax (other than any refundable taxes) under the Tax Act on December 31 st of that year to Unitholders of record on that date. Neither the Fund nor TTU Trust intends to borrow money or employ other forms of leverage to acquire Portfolio Securities. The Fund may borrow money for working capital purposes in an amount not to exceed 5% of the Fund s NAV. Substantially all of the U.S. dollar value of the Portfolio attributable to the Class A Units will be hedged back to the Canadian dollar. See Risk Factors Risk Factors of the Investment Strategy Currency Exposure. The net proceeds from the Offering of the maximum number of Units, after payment of the Agents fees and the expenses of the Offering, are estimated to be $141,525,000 ($37,300,000 if the minimum number of Class A Units is issued). The Fund will use substantially all of the net proceeds of the Offering (including any net proceeds from the exercise of the Over- Allotment Option) for the pre-payment of its purchase obligations under the Forward Agreement. See Investment Objectives, Investment Strategy and Investment Restrictions. A holder of Class U Units may convert such Class U Units into Class A Units on a weekly basis for liquidity purposes. It is expected that liquidity for the Class U Units will be obtained primarily by means of conversion into Class A Units and the sale of such Class A Units on a stock exchange. Class U Units may be converted in any week on the first Business Day of such week (the Conversion Date ) by delivering a notice to the Manager and surrendering such Class U Units by 3:00 p.m. (Toronto time) at least five Business Days prior to the applicable Conversion Date. For each Class U Unit so converted, a holder will receive that number of Class A Units equal to the Net Asset Value per Class U Unit as at the close of trading on the Business Day immediately preceding the Conversion Date divided by the Net Asset Value per Class A Unit as at the close of trading on the Business Day immediately preceding the Conversion Date. No fraction of a Class A Unit will be issued upon any conversion of Class U Units and any fractional amounts will be rounded down to the nearest whole number of Class A Units. A conversion of Class U Units into Class A Units will constitute a disposition of such Class U Units for the purposes of the Tax Act. See Attributes of the Units Class U Units Converted to Class A Units for Liquidity Purposes and Income Tax Considerations. Annual Redemptions - Commencing in 2013, Units may be redeemed on the second last business day of December (the Annual Redemption Date ) in any year. Units properly surrendered for redemption at least 45 days prior to an Annual Redemption Date will be redeemed on such Annual Redemption Date and the Unitholder will receive payment within 15 days of the Annual Redemption Date, subject to the Fund s right to suspend redemptions in certain circumstances. Unitholders will be entitled to receive a redemption price per Unit equal to 100% of the Net Asset Value per Unit as of such date, less any costs and expenses incurred by the Fund in connection with funding the redemption. Monthly Redemptions Units may also be surrendered for redemption on a monthly basis. See Redemption of Units and Calculation of Net Asset Value. Pursuant to the Fund Declaration of Trust, the Fund will undertake a mandatory market purchase program pursuant to which the Fund will offer to purchase any Class A Units offered in the market at a price that is less than 98% of the latest NAV per Class A Unit. The Fund will publish this price on the Manager s website at each day on which the TSX is open for business. Pursuant to the mandatory market purchase program, the Fund will purchase up to a maximum amount in any rolling 10 day period of 10% of the number of Units outstanding at the beginning of such 10 day period, subject to the terms set out in the Fund Declaration of Trust. Purchases under the mandatory market purchase program will only be made to the extent they may be funded by pre-settlements of the Forward Agreement up to an amount equal to the yield on the Portfolio. For greater certainty, the yield on the Portfolio will include dividends and premiums generated from

9 9 writing covered call options less all expenses and will exclude any realized or unrealized capital gains. See Attributes of Units - Description of the Securities Distributed - Mandatory Market Purchases. Termination Provisions: Income Tax Considerations: Eligibility for Investment: Risk Factors: The Fund will terminate on October 31, 2017 unless terminated on an earlier or later date in accordance with the terms of the Fund Declaration of Trust. On the termination date, the Units will be redeemed by the Fund for a cash amount equal to 100% of the Net Asset Value per Unit. Prior to the termination date, the Manager may present a proposal to extend the term of the Fund subject to approval of Unitholders at a meeting called for such purpose. See Termination of the Fund. A Unitholder will generally be required to include in computing income for a taxation year the amount of the Fund s net income for the taxation year, including net realized taxable capital gains, paid or payable to the Unitholder (whether in cash or in Units) in the taxation year. Amounts payable to a Unitholder in excess of the aggregate of the Unitholder s share of net income and the full amount of capital gains will reduce the adjusted cost base of the Unitholder s Units. If the reductions to a Unitholder s adjusted cost base would cause the adjusted cost base of a Unit to be negative, the Unitholder will be deemed to realize a capital gain equal to such negative amount. Provided the Fund elects in accordance with the Tax Act to have each of its Canadian securities (including Canadian Securities Portfolio securities) treated as capital property, gains or losses realized by the Fund on the sale of Canadian securities will be taxed as capital gains or capital losses. A Unitholder who disposes of Units held as capital property (on redemption or otherwise) will realize a capital gain (or capital loss) to the extent that the proceeds of disposition (other than any amount payable by the Fund which represents an amount that is otherwise required to be included in the Unitholder s income) exceed (or are exceeded by) the aggregate of the adjusted cost base of Units and any reasonable costs of disposition. See Income Tax Considerations. In the opinion of Stikeman Elliott LLP, counsel for the Fund and the Agents, provided that the Fund qualifies as a mutual fund trust within the meaning of the Tax Act or, in the case of the Class A Units, if such Units are listed on a designated stock exchange (which currently includes the TSX), the Units will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts. Unitholders planning to hold their Units in a tax-free savings account, registered retirement savings plan or registered retirement income fund should consult their own tax advisor to determine whether the Units are prohibited investments for such accounts. See Income Tax Considerations. An investment in the Fund involves risks. An investment in the Fund is appropriate only for investors who have the capacity to absorb a loss on their investment and who can withstand the effect of potentially having no distribution being paid in any period. In addition to the conditions set out elsewhere in this prospectus, the following are certain risk factors and considerations related to the Fund which prospective investors should consider before purchasing Units. Risk Factors of the Investment Strategy: risks relating to fluctuations in the value of Portfolio Securities and performance of the Portfolio; risks relating to investing in equity securities; risks relating to the use of options and other derivative instruments; reliance on the Manager and Portfolio Manager and Options Advisor; market disruptions; global financial developments; changes to the Dow; and withholding tax risks. Risk Factors of the Fund:

10 10 no assurance that the Fund will be able to achieve its investment objectives and no guaranteed rate of return; loss of investment risk; currency exposure; volatility in trading price of Units; lack of prior operating history of the Fund; risks relating to redemptions; changes to interest rates; risks relating to market purchases; risks relating to the use of leverage; risks relating to securities lending; tax related risks; no recourse to the Portfolio; changes in legislation and regulatory environment; risks relating to the status of the Fund; potential conflict of interests; risks relating to performance of the Portfolio; risks relating to the nature of the Units; Forward Counterparty risk; early termination of the Forward Agreement; Forward Agreement proceeds; absence of an active market for the Units; and liability of Unitholders. See Risk Factors.

11 11 ORGANIZATION AND MANAGEMENT OF THE FUND Trustee: Manager: Portfolio Manager and Options Advisor: Promoter: TTU Trust Custodian: Registrar and Transfer Agent: Auditors: Agents: TTU Ltd. is the trustee of the Fund and TTU Trust and is responsible for directing and supervising the operations and affairs of the Fund and TTU Trust pursuant to the Fund Declaration of Trust and the TTU Declaration of Trust respectively. The principal office of the Trustee is located at 40 King Street West, 26th Floor, P.O. Box 4085, Station A, Toronto, Ontario M5W 2X6. See Organization and Management Details of the Fund The Trustee. Scotia Managed Companies Administration Inc. (the Manager ) will act as the manager of the Fund and TTU Trust and will provide all administrative services required by the Fund and TTU Trust. The principal office of the Manager is located at 40 King Street West, 26th Floor, P.O. Box 4085, Station A, Toronto, Ontario M5W 2X6. See Organization and Management Details of the Fund The Manager to the Fund and TTU Trust. Highstreet Asset Management Inc. (the Portfolio Manager and Options Advisor or Highstreet ) has been retained as the portfolio manager of the Fund and TTU Trust and will act as the options advisor to execute and maintain the option writing strategy of TTU Trust. Founded in 1998, Highstreet is an investment management firm with total assets under management, as at December 31, 2011, of approximately $4.01 billion including a family of pooled funds and investments for numerous accounts, pension plans and endowment funds. Approximately 80% of Highstreet is owned by AGF Investments Inc. (a wholly owned subsidiary of AGF Management Limited) with Highstreet s employees owning the remaining shares. The Portfolio Manager and Options Advisor s office is headquartered in London, Ontario. The Portfolio Manager and Options Advisor is unrelated to the Manager. See Organization and Management Details of the Fund The Portfolio Manager and Options Advisor. The Manager has taken the initiative in founding and organizing the Fund and accordingly may be considered to be a promoter of the Fund within the meaning of the securities legislation of certain provinces and territories of Canada. The Manager will administer the operations of the Fund pursuant to the Fund Management Agreement and will receive fees therefor. See Organization and Management Details of the Fund Promoter. TTU Trust will be a newly created investment fund established prior to the Closing Date pursuant to the TTU Declaration of Trust for the purpose of acquiring and holding the Portfolio. The registered office of TTU Trust will be located in Toronto, Ontario. State Street Trust Company Canada is the custodian of the assets of the Fund and TTU Trust (the Custodian ). The Custodian is located in Toronto, Ontario. See Organization and Management Details of the Fund Custodian. Computershare Investor Services Inc. has been appointed as the registrar and transfer agent for the Fund (the Registrar and Transfer Agent ). Computershare Investor Services Inc. will provide services to the Fund from its offices in Toronto, Ontario. See Organization and Management Details of the Fund Registrar and Transfer Agent. Ernst & Young LLP, Chartered Accountants, is the auditor of the Fund. Ernst & Young LLP, Chartered Accountants, will provide services to the Fund from its offices in Toronto, Ontario. See Organization and Management Details of the Fund Auditors. Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp., Desjardins Securities, Inc. GMP Securities L.P., Raymond James Ltd., Dundee Securities Ltd., Mackie Research Capital Corporation, Macquarie Private Wealth Inc., Manulife Securities Incorporated, Union Securities Ltd. (the Agents ) conditionally offer the Units, subject to prior sale, on a best efforts basis, if, as and when issued by the Fund and accepted by the Agents in accordance with the conditions contained in the Agency Agreement and subject to the approval of certain legal matters by Stikeman Elliott LLP, on behalf of the Fund the Agents.

12 12 The Fund has granted to the Agents an Over-Allotment Option, exercisable for a period of 30 days from the Closing Date, to offer additional Class A Units in an amount up to 15% of the Class A Units sold on the Closing Date on the same terms as set forth above solely to cover over-allotments, if any. If the Over-Allotment Option is exercised in full under the maximum Offering, the price to the public, Agents fees and net proceeds to the Fund are estimated to be $172,500,000, $9,056,250 and $163,443,750, respectively (assuming only Class A Units are sold). This prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Units issuable on the exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the Agents over-allocation position acquires such Units under this prospectus, regardless of whether the Agents over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See Plan of Distribution. Agents Position Maximum Size Exercise Period Exercise Price Over-Allotment Option 22,500,000 Class A Units Within 30 days following the $10.00 per Class A Unit Closing Date

13 13 SUMMARY OF FEES AND EXPENSES The following table lists the fees and expenses payable by the Fund and TTU Trust which will therefore reduce the value of a Unitholder s investment in the Fund. See Fees and Expenses. Fees and Expenses of the Fund: Agents Fees: $0.525 per Class A Unit (5.25%) US$0.525 per Class U Unit (5.25%) Offering Expenses: Management Fee: Service Fee: Counterparty Fee: Operating Expenses: The organizational expenses of the Fund and the expenses of the Offering, estimated to be $600,000, subject to a maximum amount equal to 1.5% of the gross proceeds of the Offering, together with the Agents fees, will be paid by the Fund. The Manager will receive a management fee (the Management Fee ) (i) from the Fund equal to 0.25% per annum of the Net Asset Value of the Fund, calculated and payable monthly in arrears, plus applicable taxes, and (ii) from TTU Trust equal to 0.25% per annum of the Net Asset Value of TTU Trust, calculated and payable monthly in arrears, plus applicable taxes. The Manager will be responsible for paying out of the Management Fee any amounts owing to the Portfolio Manager and Options Advisor. No Service Fee is payable in respect of the Units. The Fund will pay to the Counterparty an additional purchase amount under the Forward Agreement of up to 0.45% per annum of the notional amount of the Forward Agreement (being effectively equal to the Net Asset Value of TTU Trust), calculated daily and payable quarterly in arrears. Each of the Fund and TTU Trust will pay for all of its respective normal course expenses incurred in connection with its operation and administration, estimated to be approximately $200,000 per annum for the Fund and $80,000 per annum for TTU Trust, each in the case of the maximum Offering (not including the Management Fee and any costs associated with leverage). It is expected that these expenses will include, without limitation, preparing, mailing and printing expenses for periodic reports to Unitholders and other Unitholder communications; fees payable to the Registrar and Transfer Agent and to CDS; fees payable to the Custodian for acting as custodian of the assets of the Fund and TTU Trust; and fees payable for performing certain financial, record-keeping, reporting and general administrative services. Each of the Fund and TTU Trust will also be responsible for any extraordinary expenses which it may incur from time to time and, in the case of TTU Trust, covered call writing expenses. See Fees and Expenses Operating Expenses.

14 14 GLOSSARY OF TERMS In this prospectus, the following terms have the meanings set forth below, unless otherwise indicated Act means the United States Securities Act of 1933, as amended. Agency Agreement means an agreement dated as of September 12, 2012 among the Agents, the Fund, the Manager, and the Portfolio Manager and Options Advisor. Agents means Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp., Desjardins Securities, Inc. GMP Securities L.P., Raymond James Ltd., Dundee Securities Ltd., Mackie Research Capital Corporation, Macquarie Private Wealth Inc., Manulife Securities Incorporated, and Union Securities Ltd. Annual Redemption Date means the second last business day of December of each year, commencing in 2013, on which Units may be redeemed. approved credit rating organization has the meaning set out in NI ; Business Day means any day except Saturday, Sunday or a statutory holiday in Toronto, Ontario or any other day on which the TSX is not open for trading. Canadian Securities Portfolio means a portfolio of securities of specified Canadian public companies that are Canadian securities as defined in subsection 39(6) of the Tax Act. CDS means CDS Clearing and Depository Services Inc. CICA means the Canadian Institute of Chartered Accountants. Class A Meeting means a meeting of holders of Class A Units called in accordance with the Fund Declaration of Trust. Class U Meeting means a meeting of holders of Class U Units called in accordance with the Fund Declaration of Trust. Closing means the issuance of Units pursuant to this prospectus on the Closing Date. Closing Date means the date of the Closing of the Offering, the first of which is expected to occur on or about October 15, 2012, but not later than 90 days after a receipt for a final prospectus is issued. closing market price in respect of a security on a Monthly Redemption Date means: (i) the closing price of such security on the stock exchange on which such security is listed on such Monthly Redemption Date if there was a trade on the Monthly Redemption Date and the market provides a closing price; (ii) the average of the highest and lowest prices of such security on the stock exchange on which such security is listed on such Monthly Redemption Date if there was trading on the Monthly Redemption Date and the market provides only the highest and lowest prices of the security traded on a particular day; or (iii) the last bid price of the security on the stock exchange on which the security is listed on such Monthly Redemption Date if there was no trading on the applicable Monthly Redemption Date. Conversion Date means the first Business Day of each week. Counterparty means the Canadian chartered bank(s) and/or affiliate(s) thereof that enters into the Forward Agreement. CRA means the Canada Revenue Agency. Custodian means State Street Trust Company Canada, organized pursuant to the laws of Canada, in its capacity as Custodian under the Fund Custodian Agreement or the TTU custodian Agreement, or if applicable its successor. Declarations of Trust means the Fund Declaration of Trust and TTU Declaration of Trust collectively. Distribution Payment Date means a Business Day designated by the Trustee that will be on or about the 15th day of the month following the Distribution Record Date.

15 15 Distribution Record Date means the last Business Day of each month or such other date as may be designated by the Trustee. Dow means the Dow Jones Industrial Average. Extraordinary Resolution means a resolution passed by the affirmative vote of at least 66 2 / 3 % of the votes cast, either in person or by proxy, at a meeting of Unitholders called for the purpose of approving such resolution. Forward Agreement means one or more forward purchase agreements entered into by the Fund with a Counterparty. Forward Date means the settlement date of the Forward Agreement, being on or about October 31, Fund means Top 20 US Dividend Trust, an investment trust established under the laws of the Province of Ontario pursuant to the Fund Declaration of Trust. Fund Custodian Agreement means the custodian agreement to be entered into on or before the Closing Date of the Offering between the Manager and the Custodian in respect of the Fund. Fund Declaration of Trust means the declaration of trust governing the Fund dated as of September 12, 2012, as it may be amended or amended and restated from time to time. Fund Management Agreement means a management agreement dated September 12, 2012 between the Fund and the Manager. Fund Portfolio Management Agreement means a portfolio management agreement dated October 15, 2012 between the Fund, the Manager and the Portfolio Manager and Options Advisor, as it may be amended from time to time. GAAP means generally accepted accounting principles. IFRS means International Financial Reporting Standards. Independent Review Committee or IRC means an independent review committee established under NI Indicative Portfolio means the portfolio of securities that would have comprised the Portfolio if it had been formed and fully invested on July 31, 2012, as described under Investment Strategy Indicative Portfolio. Management Agreements means the Fund Management Agreement and TTU Management Agreement, collectively. Management Fee means a fee (i) from the Fund equal to 0.25% per annum of the Net Asset Value of the Fund calculated paid out monthly, in arrears, plus applicable taxes, and (ii) from TTU Trust equal to 0.25% per annum of the Net Asset Value of TTU Trust, calculated and payable monthly in arrears, plus applicable taxes. Manager means Scotia Managed Companies Administration Inc. in its capacity as manager of the Fund and TTU Trust or, if applicable, its successor. Monthly Redemption Date means the second last Business Day of each month other than a month in which an Annual Redemption Date occurs. Net Asset Value or NAV means the net asset value of the Fund or TTU Trust, as applicable, as determined by subtracting the aggregate liabilities of the Fund or TTU Trust, as applicable from the total assets of the Fund or TTU Trust, as applicable, as more fully described under Calculation of Net Asset Value. Net Asset Value per Unit or NAV per Unit means, for a class of Units on any date, the number obtained by dividing the NAV attributable to that class of Units on such date by the total number of Units of the class outstanding on such date (before giving effect to any issue or redemption of Units of that class to be issued or redeemed on that date). NI means National Instrument Mutual Funds of the Canadian Securities Administrators.

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