PROSPECTUS March 30, 2009 INITIAL PUBLIC OFFERING. TRIDENT PERFORMANCE CORP. II Offering of Class A Shares

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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. See Plan of Distribution. PROSPECTUS March 30, 2009 INITIAL PUBLIC OFFERING TRIDENT PERFORMANCE CORP. II Offering of Class A Shares Maximum Offering: $100,000,000 (10,000,000 Class A Shares at $10.00 per Share) Minimum Offering: $20,000,000 (2,000,000 Class A Shares at $10.00 per Share) Trident Performance Corp. II (the Corporation or Fund ), a corporation incorporated under the laws of the Province of Ontario, is an investment fund that is offering up to 10,000,000 Class A Shares of the Corporation (the Shares ) under this prospectus at a price of $10.00 per Share (the Offering ). This investment fund is a non-redeemable investment fund. The Corporation s investment objective is to provide tax-efficient risk-adjusted long term rates of return by obtaining exposure to the Global Macroeconomic Portfolio (as defined below). See Investment Objectives. Trident Investment Management, LLC ( Trident or the Investment Advisor ) is the investment advisor to the Global Macroeconomic Portfolio and seeks to identify and exploit significant global macroeconomic trends. Using a top-down, global macroeconomic investment approach combined with investment strategies and techniques that generally are not available to retail investors, Trident believes it can exploit macroeconomic trends to generate attractive risk-adjusted rates of return with low or negative correlation to global equity markets. See The Investment Concept Rationale for Trident Performance Corp. II. The Global Macroeconomic Portfolio is an investment portfolio held by an investment trust, Trident Performance Trust (the Trust ), which may provide long and/or short exposure to any of the following: equity and fixed income securities, commodities, currencies and derivative instruments which provide exposure to any or all of the foregoing or to general or specific market indices. The Trust may utilize various forms of leverage (including a loan facility, margin purchases, short sales and writing uncovered call options) up to 35% of the net asset value of the Trust at the time the borrowing or other transaction is entered into (equivalent to leverage of 1.35:1). See Investment Strategies Investments of the Trust. The Global Macroeconomic Portfolio is actively managed by the Investment Advisor. The Investment Advisor is a U.S. investment manager that currently manages assets of approximately US$325 million using a top-down, global macroeconomic investment methodology. See Management of the Trust The Investment Advisor. The returns to the Corporation and to the holders of Shares ( Shareholders ) will be dependent upon the return on the Global Macroeconomic Portfolio by virtue of the Forward Agreements (as defined below). In order to meet its investment objective, the Corporation will invest the net proceeds of the Offering in a portfolio of common shares of Canadian public companies (the Common Share Portfolio ). The Corporation then will enter into one or more forward purchase and sale agreements (the Forward Agreements ) with counterparties (the Counterparties ). Each Counterparty will be a Canadian chartered bank or an affiliate thereof whose obligations under its Forward Agreement are guaranteed by such Canadian chartered bank and the longterm debt of which Canadian chartered bank will have an approved credit rating as defined in National Instrument of the Canadian Securities Administrators. Each Counterparty, pursuant to its Forward Agreement, will agree to pay to the Corporation on or about February 28, 2018 (the Forward Date ), as the purchase price for a portion of the Common Share Portfolio, an amount equal to 100% of the redemption proceeds that would be paid by the Trust to holders of an applicable number of units of the Trust. On the date on which the Corporation enters into the Forward Agreements, the aggregate net asset value of the applicable number of units of the Trust under all Forward Agreements will be not less than the market value of the Common Share Portfolio on such date. The Corporation will partially settle the Forward Agreements from time to time prior to the Forward Date in order to fund redemptions of Shares and the payment of expenses and other liabilities of the Corporation. If the Corporation has not terminated prior to the Forward Date, the Corporation may seek to extend the Forward Agreements beyond the Forward Date and/or enter into additional and/or replacement forward purchase and sale agreements with the same or different counterparties. See Investment Strategies.

2 The Corporation does not expect to pay regular dividends or make other regular distributions. Distributions, if any, (which includes dividends and other forms of distributions) on Shares are expected to consist primarily of capital gains dividends. These distributions are characterized as tax-efficient because the Corporation is generally entitled to a refund of income tax on the payment of capital gains dividends whereas, generally, no refund entitlement arises on payment of other dividends. As well, gaining exposure to the Global Macroeconomic Portfolio by virtue of the Forward Agreements will enable the Corporation and Shareholders to defer recognition of potential income and capital gains which would otherwise be recognized earlier if the Global Macroeconomic Portfolio was held directly by the Corporation. See Income Tax Considerations. CI Investments Inc. (the Manager ) is the manager of, and portfolio advisor to, the Corporation. See Organization and Management Details of the Investment Fund Manager of the Investment Fund. The Manager will be responsible for managing all of the Corporation s activities and the execution of the Corporation s investment strategy, which includes acquiring the Common Share Portfolio and entering into the Forward Agreements. See Investment Strategies. Subscription Price: $10.00 per Share Minimum Subscription: $1, TD Securities Inc., Blackmont Capital Inc., National Bank Financial Inc., CIBC World Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Canaccord Capital Corporation, Dundee Securities Corporation, HSBC Securities (Canada) Inc., GMP Securities L.P., Raymond James Ltd. and Richardson Partners Financial Limited (collectively, the Agents ) conditionally offer the Shares for sale, on a best efforts basis, if, as and when subscriptions are accepted by the Corporation, subject to prior sale, 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 Fasken Martineau DuMoulin LLP, on behalf of the Corporation, and McMillan LLP, on behalf of the Agents. Price to Public Agents Fee (1) Corporation (2) Proceeds to Per Share (3) $10.00 $0.525 $9.475 Maximum Offering (10,000,000 Shares) (4)(5) $100,000,000 $5,250,000 $94,750,000 Minimum Offering (2,000,000 Shares) (4)(6) $20,000,000 $1,050,000 $18,950,000 (1) The Agents Fee is $0.525 per Share (5.25% of the price per Share). (2) Before deducting the expenses of the Offering, estimated to be $750,000 (subject to a maximum of 1.50% of the gross proceeds of the Offering), which, together with the Agents fees, will be paid by the Corporation from the proceeds of the Offering. (3) The Corporation and the Agents established the subscription price per Share. The minimum subscription by each investor is 100 Shares ($1,000.00). (4) The Corporation has granted to the Agents an option (the Over-Allotment Option ), exercisable for a period of 30 days from the closing of the Offering, to purchase an aggregate of up to 15% of the aggregate number of Shares issued at the closing of the Offering at a price of $10.00 per Share. This prospectus qualifies both the grant of the Over-Allotment Option and the distribution of Shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Shares forming part of the Agents overallocation position will acquire those Shares under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See Plan of Distribution. (5) If the Over-Allotment Option is exercised in full, under the maximum Offering the price to the public, the Agents fee and the proceeds to the Corporation in respect of the Shares will be $115,000,000, $6,037,500 and $108,962,500, respectively. (6) There will be no closing unless a minimum of 2,000,000 Shares are sold. If subscriptions for a minimum of 2,000,000 Shares have not been received within 90 days following the date of issuance of a final receipt for this prospectus, the Offering may not continue without the consent of the securities regulatory authorities and those who have subscribed for Shares on or before such date. Subject to the qualifications and assumptions noted under the heading Income Tax Considerations Status of the Investment Fund, if issued on the date hereof, the Shares would be qualified investments under the Income Tax Act (Canada) for a trust governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered disability savings plan, registered education savings plan or tax-free savings account. During the distribution of the Shares, the Agents may over-allot or effect transactions that stabilize or maintain the market price of the Shares in accordance with applicable market stabilization rules. Such transactions, if commenced, may be discontinued at any time. There is no market through which the Shares 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 securities, and the extent of issuer regulation. There is no assurance that the Corporation will be able to achieve its investment objective. The Trust may use leverage which, as a result of the -ii-

3 Corporation s exposure to the Trust by virtue of the Forward Agreements, has the effect of potentially increasing losses. An investment in the Corporation is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. See Risk Factors for a discussion of various risk factors that should be considered by prospective purchasers of Shares. Blackmont Capital Inc., which is one of the Agents, is an affiliate of the Manager. Consequently, the Corporation may be considered a connected issuer of such Agent under applicable securities legislation. The Corporation also may be considered a connected issuer of each of National Bank Financial Inc. and TD Securities Inc. because each such Agent is an affiliate of its related Counterparty. See Plan of Distribution. Subscriptions will be received for the Shares offered hereby, subject to rejection or allotment in whole or in part, and the right is reserved to close the subscription books at any time without notice. Closing of this Offering is expected to occur on or about April 24, 2009 but in any event no later than May 29, A book-based certificate representing the Shares will be issued in registered form to CDS Clearing and Depository Services Inc. ( CDS ) or its nominee and will be deposited with CDS on the date of the closing of the Offering, although the Corporation may, in its sole discretion and upon the request of a holder of Shares, issue one or more certificates registered in the name of such holder, in which case any such certificates are expected to be available for delivery within two weeks following the closing of this Offering. A purchaser of Shares will receive a customer confirmation from the registered dealer from or through whom the Shares are purchased. See Plan of Distribution. -iii-

4 TABLE OF CONTENTS PROSPECTUS SUMMARY... 1 OVERVIEW OF THE LEGAL STRUCTURE OF THE FUND THE INVESTMENT CONCEPT Rationale for Trident Performance Corp. II The Global Macroeconomic Outlook Global Macroeconomic Investing INVESTMENT OBJECTIVES INVESTMENT STRATEGIES Forward Agreements Securities Lending Investments of the Trust Overview of the Investment Structure OVERVIEW OF THE SECTOR THAT THE FUND INVESTS IN INVESTMENT RESTRICTIONS FEES AND EXPENSES Initial Expenses Agents Fee Management, Performance and Service Fees Ongoing Expenses RISK FACTORS No Assurance on Achieving Investment Objective Performance of the Global Macroeconomic Investment Methodology Suitability for Investment Reliance on the Investment Advisor and Key Personnel Trading Price of Shares Fluctuations in Net Asset Value Taxation of the Corporation Taxation of the Trust Counterparty Risk General Risks of Investments Foreign Currency Exposure Use of Derivatives Short Selling and Uncovered Call Options Use of Leverage Commodity Trading Illiquid Securities Interest Rate Sensitivity Foreign Market Exposure Valuation of the Global Macroeconomic Portfolio Transaction Costs Potential Conflicts of Interest Securities Lending Status of the Corporation Risks Related to Redemptions Changes in Legislation...36 Legal and Statutory Rights...36 Operating History and Marketability...36 DISTRIBUTION POLICY...36 PURCHASE OF SECURITIES...36 REDEMPTION OF SECURITIES...37 INCOME TAX CONSIDERATIONS...39 Status of the Investment Fund...40 Taxation of the Investment Fund...41 Taxation of Securityholders...42 Taxation of Registered Plans...43 Tax Implications of the Investment Fund s Distribution Policy...43 ORGANIZATION AND MANAGEMENT DETAILS OF THE INVESTMENT FUND...43 Officers and Directors of the Investment Fund...43 Manager of the Investment Fund...44 Duties and Services to be Provided by the Manager...45 Details of the Management Agreement...45 Officers and Directors of the Manager of the Investment Fund...46 Portfolio Advisor...46 Conflicts of Interest...47 Independent Review Committee...47 Custodian...48 Auditor...48 Transfer Agent and Registrar...48 Promoter...49 MANAGEMENT OF THE TRUST...49 The Trust...49 The Trustee...49 Accounting and Reporting...50 Directors and Officers of the Trustee...51 The Investment Advisor...51 CALCULATION OF NET ASSET VALUE...52 Net Asset Values of the Corporation and the Trust...52 Valuation Policies and Procedures...52 Reporting of Net Asset Value per Share...54 ATTRIBUTES OF SECURITIES...55 Description of the Securities Distributed...55 SECURITYHOLDER MATTERS...55 Meetings of Securityholders...55 Matters Requiring Securityholder Approval...56 Reporting to Securityholders...56 TERMINATION OF THE FUND...57 USE OF PROCEEDS...57 PLAN OF DISTRIBUTION...57 Relationship between the Investment Fund and Underwriters i-

5 PRINCIPAL HOLDERS OF SECURITIES OF THE INVESTMENT FUND INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS PROXY VOTING DISCLOSURE Proxy Voting Disclosure for Portfolio Securities Held MATERIAL CONTRACTS EXPERTS EXEMPTIONS AND APPROVALS PURCHASER S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION AUDITORS REPORT STATEMENT OF FINANCIAL POSITION AUDITORS CONSENT CERTIFICATE OF THE CORPORATION AND THE PROMOTER CERTIFICATE OF THE AGENTS TABLE OF CONTENTS (continued) -ii-

6 PROSPECTUS SUMMARY The following is a summary of the principal features of this distribution and is qualified in its entirety by, and should be read in conjunction 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. The Offering Issuer: Issue: Trident Performance Corp. II, a corporation incorporated under the laws of the Province of Ontario (the Corporation or Fund ). Class A Shares (the Shares ) of the Corporation. Maximum $100,000,000 (10,000,000 Shares). Minimum $20,000,000 (2,000,000 Shares). The proceeds to the Corporation, after payment of the Agents Fee but before deducting the expenses of the Offering, are expected to be $94,750,000 for the maximum Offering and $18,950,000 for the minimum Offering. Subscriptions for a minimum of $20,000,000 (2,000,000 Shares) must be accepted by the Corporation for closing of the Offering to occur. See Plan of Distribution. Price: Minimum Subscription: Investment Concept: $10.00 per Share. 100 Shares for $1, Additional subscriptions may be made in multiples of 100 Shares ($1,000.00). The Corporation has been created to obtain exposure to the Global Macroeconomic Portfolio (as defined below). Trident Investment Management, LLC ( Trident or the Investment Advisor ) is the investment advisor for the Global Macroeconomic Portfolio and seeks to identify and exploit significant global macroeconomic trends. Examples of such trends include the current global economic recession and the responses of governments thereto. These trends result in financial imbalances that have implications for global markets that may not be immediately reflected in the prices of individual securities, currencies and other investments. The Manager (as defined below) believes that a global macroeconomic investment approach is increasingly important during the current global economic turmoil, and that the Investment Advisor is well suited for providing such an investment approach. Trident believes that by using sophisticated analysis, rapid decision-making and strong risk control measures, these types of macroeconomic trends can be exploited to generate attractive risk-adjusted rates of return using a global macroeconomic investment approach. Trident seeks to identify investment -1-

7 opportunities by analyzing macroeconomic and political conditions at the global and country levels to understand the broader forces shaping world markets and to develop potential investment trends. Once a macroeconomic trend is identified, Trident conducts a systematic analysis of the instruments available in the potentially affected markets to determine which instruments it believes provide the best investment opportunity. Trident operates with a portfolio risk-management framework that seeks to limit the amount of capital at risk in the event that specific investment trends do not materialize. Trident believes that its global macroeconomic investment approach is best suited for situations where it can analyze and react quickly to developing trends on a global basis. To this end, Trident has developed a number of decision-support tools that are designed to facilitate performing the analysis described above on a rapid basis. Trident s approach has a strong focus on the developing countries and on commodities, particularly energy. There can be no assurance that Trident will be successful in achieving its goals, or avoiding loss. Trident is a U.S. investment manager that currently manages assets of approximately US$325 million using a top-down, global macroeconomic investment methodology. The Corporation offers investors the opportunity to diversify their portfolios through exposure to an investment with the potential for low or negative correlation to global equity markets, as well as the opportunity for capital appreciation, using a global macroeconomic investment approach. For the year ended February 28, 2009 and since its inception on February 22, 2008, the annual compound rate of return of the Global Macroeconomic Portfolio was approximately 35.6% after performance fees, as reflected by the appreciation in the net asset value per unit of the Trust from $10.00 on February 22, 2008 ($10.02 on February 29, 2008) to $13.59 on February 28, Trident Performance Corp. ( Trident I ) is a non-redeemable investment fund that was established in February 2008 and which provides its Class A shareholders with exposure to the Global Macroeconomic Portfolio using substantially the same cost structure as the Corporation. As at February 28, 2009, the net asset value per Class A share of Trident I was $12.51, representing an annual compound rate of return of approximately 24.6% since its inception on February 22, 2008 (from its $10 issue price) and a one year rate of return of approximately 33.9% (from its net asset value per share of $9.34 on February 29, 2008 reflecting the payment of issue expenses). Trident also has applied its global macroeconomic investment approach to Trident Global Opportunities Fund which since its inception in February The year-by-year and annual compound rates of return of Trident Global Opportunities Fund and the MSCI World Index (C$) for the periods indicated were as illustrated below. -2-

8 Trident Global Opportunities Fund vs. MSCI World Index (C$) 100.0% Year-by-year returns from inception to December 31, % 80.0% 70.3% 60.0% 43.6% 40.0% 34.5% 20.0% 20.6% 0.0% 5.9% 5.9% -1.7% -1.7% -7.0% 5.6% 5.6% 9.4% 7.3% 5.7% 5.7% 6.6% 1.1% 1.1% 0.1% 0.1% -7.1% -20.0% -20.2% -26.1% -40.0% 2001* Trident Global Opportunities Fund (before performance fees) Trident Global Opportunities Fund (after performance fees) MSCI World Index (C$) *February 28, 2001 to December 31, Periods Ended December 31, Year 2 Years 3 Years 4 Years 5 Years Since Inception (1) Trident Global 34.5% 49.9% 31.0% 24.2% 19.2% 13.2% Opportunities Fund (2) MSCI World Index (C$) -26.1% -17.1% -6.1% -3.1% -1.1% -3.3% Outperformance 60.5% 67.1% 37.1% 27.2% 20.2% 16.5% (1) Inception: February 28, 2001 (2) After payment of performance fees. The information above relating to Trident Global Opportunities Fund does not reflect the expected performance of the Corporation and is provided only to illustrate the experience and historic investment results obtained by the Investment Advisor using substantially the same topdown, global macroeconomic investment methodology as the Investment Advisor employs for the Global Macroeconomic Portfolio. This information is not, and should not be construed as, indicative of the future performance of the Shares or amounts which may be distributed by the Corporation. The information above relating to Trident I, the Global Macroeconomic Portfolio and Trident Global Opportunities Fund is provided solely for illustrative purposes and should not be construed as a forecast or projection. Past performance does not guarantee future investment results. To the extent that the Global Macroeconomic Portfolio includes short positions, the Corporation will provide investors with an opportunity to obtain exposure to gains from such short positions, which may offset losses such investors are experiencing on traditional long investments within their portfolios. -3-

9 The returns to the Corporation and to holders of Shares ( Shareholders ) will be dependent upon the return on the Global Macroeconomic Portfolio by virtue of the Forward Agreements (as defined below). The Global Macroeconomic Portfolio is an investment portfolio held by an investment trust, Trident Performance Trust (the Trust ), and may provide long and/or short exposure to any of the following: equity and fixed income securities, commodities, currencies and derivative instruments which provide exposure to any or all of the foregoing or to general or specific market indices. Such positions may be initiated to express macroeconomic views, to exploit intermarket pricing discrepancies, as well as to hedge other positions within the Global Macroeconomic Portfolio. The Trust may utilize various forms of leverage (including a loan facility, margin purchases, short sales and writing uncovered call options) up to 35% of the net asset value of the Trust at the time the borrowing or other transaction is entered into (equivalent to leverage of 1.35:1). The Corporation does not expect to pay regular dividends or make other regular distributions. Distributions, if any, (which includes dividends and other forms of distributions) on Shares are expected to consist primarily of capital gains dividends. These distributions are characterized as tax-efficient because the Corporation is generally entitled to a refund of income tax on the payment of capital gains dividends whereas, generally, no refund entitlement arises on payment of other dividends. As well, gaining exposure to the Global Macroeconomic Portfolio by virtue of the Forward Agreements will enable the Corporation and Shareholders to defer recognition of potential income and capital gains which would otherwise be recognized earlier if the Global Macroeconomic Portfolio was held directly by the Corporation. See The Investment Concept. Investment Objective: The Corporation s investment objective is to provide tax-efficient riskadjusted long term rates of return by obtaining exposure to the Global Macroeconomic Portfolio. See Investment Objective. Investment Strategies: The returns to the Corporation and to the Shareholders will be dependent upon the return on the Global Macroeconomic Portfolio by virtue of the Forward Agreements. See Investment Strategies, Income Tax Considerations and Risk Factors. Forward Agreements: In order to meet its investment objective, the Corporation will invest the net proceeds of the Offering in a portfolio of common shares of Canadian public companies (the Common Share Portfolio ). The Corporation then will enter into one or more forward purchase and sale agreements (the Forward Agreements ) with counterparties (the Counterparties ). Each Counterparty will be a Canadian chartered bank or an affiliate thereof whose obligations under its Forward Agreement are guaranteed by such Canadian chartered -4-

10 bank and the long-term debt of which Canadian chartered bank will have an approved credit rating as defined in National Instrument of the Canadian Securities Administrators. Each Counterparty, pursuant to its Forward Agreement, will agree to pay to the Corporation on or about February 28, 2018 (the Forward Date ), as the purchase price for a portion of the Common Share Portfolio, an amount equal to 100% of the redemption proceeds that would be paid by the Trust to holders of the applicable number of units of the Trust. On the date on which the Corporation enters into the Forward Agreements, the aggregate net asset value of the applicable number of units of the Trust under all Forward Agreements will be not less than the market value of the Common Share Portfolio on such date. The Corporation will partially settle the Forward Agreements from time to time prior to the Forward Date in order to fund redemptions of Shares by Shareholders and the payment of expenses and other liabilities of the Corporation. If the Corporation has not terminated prior to the Forward Date, the Corporation may seek to extend the Forward Agreements beyond the Forward Date and/or enter into additional and/or replacement forward purchase and sale agreements with the same or different counterparties. See Investments Strategies Forward Agreements. Use of Proceeds: The Corporation intends to use the total proceeds from the sale of Shares as follows: Maximum Offering (1) Minimum Offering (2) Gross proceeds... $100,000,000 $20,000,000 Less Agents Fee... $5,250,000 $1,050,000 Estimated expenses of Offering(3) $750,000 $300,000 Net proceeds... $94,000,000 $18,650,000 Note: (1) 10,000,000 Shares (2) 2,000,000 Shares (3) The maximum issue expenses that will be paid by the Corporation are equal to 1.5% of the gross proceeds of the Offering. The Corporation will use the net cash proceeds of the Offering (including any net cash proceeds from the exercise of the Over-Allotment Option) to (i) invest in securities for the Common Share Portfolio in accordance with the Corporation s investment objective, strategies and restrictions as described herein as soon as practicable after the closing of the Offering, and (ii) fund the ongoing fees and expenses of the Corporation as described under Fees and Expenses. See Use of Proceeds. Risk Factors: An investment in Shares is subject to various risk factors, including: (a) there is no assurance that the Corporation will be able to achieve its investment objective and, as a consequence of -5-

11 entering into the Forward Agreements, the Corporation will forego the benefits of any increase in the value of the Common Share Portfolio; (b) (c) (d) (e) (f) (g) (h) (i) (j) the Investment Advisor s past performance using its global macroeconomic investment approach is not necessarily indicative of future profitability, the Investment Advisor may use different strategies in the future, and the Investment Advisor s global macroeconomic investment approach may not be successful in the future; an investment in the Corporation is appropriate only for investors who have the capacity to absorb the loss of some or all of their investment; employees of the Investment Advisor who will be primarily responsible for managing the Global Macroeconomic Portfolio including, in particular, Mr. Krishnamurthy Narayanan, may not continue to be employees of the Investment Advisor throughout the life of the Corporation; Shares may trade in the market at a premium or a discount to the Net Asset Value per Share (as defined herein); the Net Asset Value per Share will fluctuate for a variety of reasons and investors will realize gains or losses upon the sale of Shares (other than on a December Redemption Date based upon the Net Asset Value per Share) based upon whether the market price of the Shares at the time of sale is above or below the investor s purchase price for Shares; the Corporation could be subject to non-refundable tax, which would reduce after-tax returns to Shareholders; if, notwithstanding the investment restrictions of the Trust and the restrictions on the ownership of units of the Trust, the Trust is found to be subject to tax in respect of one or more non-portfolio properties, as defined in section of the Income Tax Act (Canada) (the Tax Act ), the value of the units of the Trust would be reduced, which would reduce the value of the Forward Agreements, and thereby reduce the net asset value of the Corporation; the Corporation is exposed to the credit risk of the Counterparties. The Forward Agreements may be terminated in certain circumstances and there is no assurance the Corporation would be able to enter into another comparable transaction on acceptable terms; the value of the securities and other investments in the Global Macroeconomic Portfolio will be affected by a variety of -6-

12 factors that are not within the control of the Investment Advisor, including changes in the financial condition of the issuers of such securities, the condition of the markets generally, and changes in interest rates, exchange rates and commodity prices; (k) (l) (m) (n) (o) (p) (q) (r) the Corporation could be exposed to exchange rate fluctuations and transactions to hedge against changes to the exchange rates between Canadian and foreign currencies may not be effective or profitable; the Trust may use derivatives, which are subject to a number of risks, including mispricing or improper valuations, imperfect correlations between changes in the values of the derivatives and their underlying interests, and credit risk of the counterparties to the derivatives; the Trust may engage in short selling and may write uncovered call options, which are subject to a number of risks, including that the Trust will incur a loss if the value of the securities sold short or subject to the uncovered call option increases in value and that there is no assurance that such securities will be available in a marketplace to be repurchased by the Trust when necessary; the Trust may use leverage, which has the effect of potentially increasing losses; the prices of commodities contracts are highly volatile and subject to daily price fluctuation limits or daily limits which may restrict trading; the Global Macroeconomic Portfolio may include illiquid securities and the Trust may be unable to acquire or dispose of such securities at acceptable prices; returns may vary based on changes in interest rates; the Global Macroeconomic Portfolio may include securities of issuers in foreign countries, including emerging markets; (s) the valuation of some investments in the Global Macroeconomic Portfolio may be estimated values provided by third parties and subject to error; (t) (u) (v) the Trust may incur high transaction costs; the Manager and the Investment Advisor may be subject to conflicts of interest; borrowers may default on their obligations to return borrowed securities to the Corporation or the Trust; -7-

13 (w) (x) (y) (z) (aa) the Corporation is not considered to be a mutual fund under Canadian securities legislation and therefore is not subject to various policies and regulations that apply to mutual funds including National Instrument of the Canadian Securities Administrators; the net asset value of the Corporation could be significantly reduced if a substantial number of Shares are redeemed, which would increase the management expense ratio of the Corporation. In certain circumstances, the Manager may suspend redemptions; tax, securities and other laws may change in a manner which could adversely affect the Corporation, Shareholders or the Trust; it may be difficult to enforce legal rights against the Investment Advisor because all or a substantial portion of its assets are located outside of Canada. Because the majority of the Global Macroeconomic Portfolio may be held in accounts with sub-custodians in other jurisdictions, there may be additional defences available to any judgement obtained by the Trust in Canada; and the Corporation has no previous operating history and there currently is no public market for the Shares nor any assurance that an active public market will develop or be sustained. See Risk Factors. Income Tax Considerations: Distributions, if any, by the Corporation are expected to primarily take the form of capital gains dividends. The amount of any capital gains dividend received by a holder of Shares will be considered to be a capital gain of the holder from the disposition of capital property in the taxation year of the Shareholder in which the capital gains dividend is received. A disposition, whether by way of redemption, retraction or otherwise, of a Share held as capital property will result in a capital gain (or capital loss) to the holder of the Share in the taxation year of the holder in which the disposition occurs to the extent that the proceeds of disposition of the Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of such Share. If issued on the date hereof, the Shares would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered disability savings plan, registered education savings plan or tax-free savings account if the Corporation validly elects under the provisions of the Tax Act -8-

14 to be a public corporation since the time of its incorporation, or if the Shares are listed on the Toronto Stock Exchange (the TSX ). For a detailed explanation of the Canadian federal income tax considerations generally relevant to investors, see Income Tax Considerations. Redemptions: Dividends and Distributions: Termination: A Share may be surrendered for redemption on December 31 in each year, commencing December 31, 2010 (each a December Redemption Date ). To be redeemed, a Share must be surrendered at least 20 business days prior to the December Redemption Date in order to be redeemed on such December Redemption Date. A Share properly surrendered by the Shareholder for redemption on a December Redemption Date will be redeemed at the Redemption Price per Share (as such term is defined under Redemption of Securities ). A Shareholder who properly surrenders a Share for redemption on a December Redemption Date will receive payment on or before the 15th business day following such December Redemption Date, subject to the Corporation s right to suspend redemptions. Shares also may be redeemed on the last day of each month (each a Monthly Redemption Date ). See Redemption of Securities. The Corporation does not expect to pay regular dividends or make other regular distributions. However, the Corporation may pay any dividends or make other distributions of cash or Shares at any time in accordance with applicable law if it considers it appropriate. Distributions, if any, to Shareholders will be characterized as capital gains dividends, taxable dividends or returns of capital, but are expected to primarily take the form of capital gains dividends. The Corporation intends to pay capital gains dividends and/or taxable dividends only to obtain refunds of any refundable taxes. See Distribution Policy. The Corporation does not have a fixed termination date but may be terminated at any time with the approval of Shareholders by an Extraordinary Resolution (as defined under Securityholder Matters Matters Requiring Securityholder Approval ) passed at a duly convened meeting of Shareholders called for the purpose of considering such Extraordinary Resolution. See Termination of the Fund. Organization and Management of Trident Performance Corp. II Manager: CI Investments Inc. 2 Queen Street East, Twentieth Floor, Toronto, Ontario M5C 3G7 Portfolio Advisor: CI Investments Inc. (the Manager ) is the manager of the Corporation. The Manager is responsible for managing all of the Corporation s activities (subject to applicable law). The Manager is an independent, Canadian-owned wealth management company that offers a broad range of investment products and services, including an industry-leading selection of investments funds. As at February 28, 2009, the Manager and its affiliates had assets under management of approximately $50.4 billion and fee earning assets of approximately $74.5 billion. See Organization and Management Details of the Investment Fund Manager of the Investment Fund. As the portfolio advisor to the Corporation, the Manager is responsible for the execution of its investment strategy, which includes acquiring the Common -9-

15 CI Investments Inc. Toronto, Ontario Promoter: CI Investments Inc. Toronto, Ontario Custodian: RBC Dexia Investor Services Trust Toronto, Ontario Registrar and Transfer Agent Computershare Investor Services Inc. Toronto, Ontario Auditors PricewaterhouseCoopers LLP Toronto, Ontario Share Portfolio and entering into the Forward Agreements. See Organization and Management Details of the Investment Fund Manager of the Investment Fund. The promoter has taken the initiative in founding and organizing the Corporation. See Organization and Management Details of the Investment Fund Promoter. The Custodian holds the Corporation s investments and cash. The Common Share Portfolio will be pledged to, and may be held by, the Counterparties. See Organization and Management Details of the Investment Fund Custodian. The registrar and transfer agent keeps a record of all of the holders of Shares. See Organization and Management Details of the Investment Fund Transfer Agent and Registrar. The auditor verifies that the Corporation s financial statements are fairly stated. See Organization and Management Details of the Investment Fund Auditors. Organization and Management of the Trust Trustee: CI Investments Inc. Toronto, Ontario Investment Advisor: Trident Investment Management, LLC New York, New York CI Investments Inc. is the trustee (in such capacity, the Trustee ) of the Trust. The Trustee performs the management functions for the Trust and has exclusive authority to manage the operations and affairs of the Trust. See Management of the Trust The Trustee. As the Investment Advisor to the Trust, Trident manages the Global Macroeconomic Portfolio. See Management of the Trust The Investment Advisor. Agents TD Securities Inc., Blackmont Capital Inc., National Bank Financial Inc., CIBC World Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Canaccord Capital Corporation, Dundee Securities Corporation, HSBC Securities (Canada) Inc., GMP Securities L.P., Raymond James Ltd. and Richardson Partners Financial Limited (the Agents ). Agents Position Maximum size or number of securities available Exercise period / Acquisition date Exercise price or average acquisition cost Over-Allotment Option 15% of the number of Shares issued 30 days following the $10.00 per Share at the closing of the Offering closing of the Offering -10-

16 Summary of Fees and Expenses The table lists the fees and expenses that a Shareholder may have to pay as an investor in the Corporation. Shareholders will not pay any of these fees or expenses directly. The Corporation pays these fees and expenses, which will therefore reduce the value of each Shareholder s investment in the Corporation. For further particulars, see Fees and Expenses and Plan of Distribution. Type of Fee or Expense Agents Fee Offering Expenses Management Fees Counterparty Fees Operating Expenses Amount and Description $0.525 per Share (5.25%), payable by the Corporation to the Agents at Closing. See Fees and Expenses Agents Fee. In addition to the Agents fee, the Corporation will pay the expenses incurred in connection with the Offering, estimated to be $750,000 (subject to a maximum of 1.50% of the gross proceeds of the Offering). See Fees and Expenses Initial Expenses. As compensation for management services rendered to the Corporation, the Manager is entitled to receive from the Corporation an annual management fee of 0.25% of the Corporation s NAV (calculated as described under Calculation of Net Asset Value ), calculated and payable monthly, based on the average NAV for that month, plus an amount calculated and paid as soon as practicable after the end of each calendar quarter, equal to 0.40% per annum of the Net Asset Value per Share for all Shares then outstanding (the service amount ), in both cases plus applicable taxes. See Fees and Expenses Management, Performance and Service Fees. The Corporation will pay to the Counterparties fees under the Forward Agreements aggregating 0.50% per annum of the net asset value of an applicable number of units of the Trust that will determine the aggregate purchase price for the Common Share Portfolio under the Forward Agreements. See Fees and Expenses Ongoing Expenses. The Corporation will pay all expenses incurred in connection with its operation and administration, estimated to be $200,000 per annum (assuming an Offering size of approximately $50,000,000). These expenses include (but are not limited to) financial reporting costs, fees for custodian, registrar and transfer agency services and external advisors, ongoing regulatory filing fees and taxes. See Fees and Expenses Ongoing Expenses. Summary of Fees and Expenses of the Trust The value of the Global Macroeconomic Portfolio will be reduced by the fees and expenses paid by the Trust, which are summarized in the table below. For further particulars, see Fees and Expenses. -11-

17 Type of Fee or Expense Management Fee Performance Fee Operating Expenses Amount and Description As compensation for services rendered to the Trust, CI Investments Inc., as the trustee (in such capacity, the Trustee ) of the Trust, is entitled to receive from the Trust an annual management fee of 1.1% of the net asset value of the Trust calculated and payable monthly, based on the average net asset value of the Trust for that month, plus applicable taxes, plus an amount equal to the performance fee described below. The Investment Advisor is entitled to fees for its services relating to the Global Macroeconomic Portfolio, which are payable by the Trustee (not the Trust). See Fees and Expenses Management, Performance and Service Fees. As further compensation for the Trustee s services to the Trust, the Trust will pay the Trustee a performance fee calculated as at December 31 of each year. The performance fee will be an amount for each unit of the Trust then outstanding equal to 20% of the amount by which the net asset value per unit of the Trust (calculated without taking into account the performance fee) exceeds the Threshold Amount. On or before December 31, 2009, the Threshold Amount is the net asset value per unit of the Trust immediately following the closing of the Offering. Thereafter, the Threshold Amount is the greater of (i) the net asset value per unit of the Trust immediately following the closing of the Offering, and (ii) the net asset value per unit of the Trust on the most recent date that the performance fee was paid to the Trustee (after payment of such performance fee). When a unit of the Trust is redeemed on a day other than a December Redemption Date, a performance fee will be calculated and payable in an amount equal to 20% of the amount by which the net asset value per unit of the Trust on the date of such redemption (calculated without taking into account the performance fee) exceeds the Threshold Amount then in effect. See Fees and Expenses Management, Performance and Service Fees. The Trust pays all expenses incurred in connection with its operation and administration, estimated to be $100,000 per annum. See Fees and Expenses Ongoing Expenses. Additional Compensation Payable to Investment Dealers The Manager will pay to investment dealers a quarterly service fee comparable to the service amount, plus applicable taxes, on a pro rata basis based on the respective number of Shares held by clients of the sales representatives of such investment dealers. See Plan of Distribution. Forward Looking Statements Certain statements included in this prospectus constitute forward looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend and similar expressions (including negative and grammatical variations) to the extent they relate to the Corporation, the Manager or the Investment Advisor. The forward looking statements are not historical facts but reflect the Corporation s, the Manager s or the Investment Advisor s current expectations -12-

18 regarding future results or events. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under Risk Factors and in other sections of this prospectus. OVERVIEW OF THE LEGAL STRUCTURE OF THE FUND Trident Performance Corp. II (the Corporation or Fund ) is a corporation incorporated under the Business Corporations Act (Ontario) on February 24, The registered and head office of the Corporation is at 2 Queen Street East, Twentieth Floor, Toronto, Ontario M5C 3G7. The manager of the Corporation is CI Investments Inc. (the Manager ). The Corporation is a closed-end investment fund and is not considered to be a mutual fund under the securities legislation of the provinces of Canada. Consequently, the Corporation is not subject to the various policies and regulations that apply to mutual funds including National Instrument of the Canadian Securities Administrators ( NI ). The Corporation differs from a mutual fund in a number of respects, most notably as follows: (i) the Class A Shares (the Shares ) of the Corporation are redeemable only on the last day of every month at an amount that is calculated with reference to either the net asset value ( NAV ) per Share in the case of a redemption on the last day of December in any year commencing in 2010 or to the market price of the Shares in the case of a redemption on the last day of any month (see Redemption of Securities ), whereas the securities of most mutual funds are redeemable daily based upon their net asset value; (ii) the Shares are to have a stock exchange listing whereas the securities of most mutual funds do not; and (iii) unlike most mutual funds, the Shares will not be offered on a continuous basis. The Manager (or any replacement thereof) will, at all times, be a resident of Canada for the purposes of the Income Tax Act (Canada) (the Tax Act ). Rationale for Trident Performance Corp. II THE INVESTMENT CONCEPT The Corporation has been created to obtain exposure to the Global Macroeconomic Portfolio (as defined below). Trident Investment Management, LLC ( Trident or the Investment Advisor ) is the investment advisor for the Global Macroeconomic Portfolio and seeks to identify and exploit significant global macroeconomic trends. Examples of such trends include the current global economic recession and the responses of governments thereto. These trends result in financial imbalances that have implications for global markets that may not be immediately reflected in the prices of individual securities, currencies and other investments. The Manager believes that a global macroeconomic investment approach is increasingly important during the current global economic turmoil, and that the Investment Advisor is well suited for providing such an investment approach. Trident is a U.S. investment manager that currently manages assets of approximately US$325 million using a top-down, global macroeconomic investment methodology. Trident believes that by using sophisticated analysis, rapid decision-making and strong risk control measures, these types of macroeconomic trends can be exploited to generate attractive riskadjusted rates of return using a global macroeconomic investment approach. Trident seeks to identify investment opportunities by analyzing macroeconomic and political conditions at the global and country levels to understand the broader forces shaping world markets and to develop potential investment trends. Once a macroeconomic trend is identified, Trident conducts a systematic analysis of the instruments available in the potentially affected markets to determine which instruments it believes provide the best investment opportunity. Trident operates with a portfolio risk-management framework that seeks to limit the amount of capital at risk in the event that specific investment trends do not materialize. Trident believes that its global macroeconomic investment approach is best suited for situations where it can analyze and react quickly to developing trends on a global basis. To this end, Trident has developed a -13-