This Offering Memorandum constitutes an offering of securities only in those jurisdictions and to those persons

where and to whom they may lawfully be offered for sale. This Offering Memorandum is not, and under no
circumstance is to be construed as, a prospectus or an advertisement for a public offering of these securities. No
securities commission or similar authority in Canada has in any way passed upon the merits of the securities
offered in this Offering Memorandum nor has it reviewed this Offering Memorandum and any representation to
the contrary is an offence.

No person has been authorized to give any information or to make any representations about the Fund not
contained in this Offering Memorandum. Any such information or representation which is given or received
must not be relied upon by any investor.

WEBB ASSET MANAGEMENT CANADA, INC.

WEBB ASSET MANAGEMENT CANADIAN PERFORMANCE FUND

Class A, F and I Units

OFFERING MEMORANDUM

May 31, 2006

(Amended and restated as of June 1, 2007)

The Webb Asset Management Canadian Performance Fund (the “Fund”) is an open-end investment trust
established under the laws of the Province of Ontario by a trust agreement dated as of May 9, 2006, as amended
from time to time, between HSBC Trust Company (Canada), as trustee (the “Trustee”) and Webb Asset
Management Canada, Inc. (“WAMC” or the “Manager”), as manager and investment advisor. WAMC has
delegated substantially all portfolio management responsibilities to Webb Asset Management, Inc. a California-
based portfolio management company (“WAM”).

An unlimited number of classes of units (“Units”) may be established, of which Class A, Class F and Class I
Units are offered under this Offering Memorandum. Class A, Class F and Class I Units are offered for sale at
their class net asset value per Unit determined at the time they are issued. Class A and Class F Units are offered
in minimum initial subscription amounts of $25,000 to investors who qualify as “accredited investors”, or such
other minimum as may be required in the jurisdiction in which the investor resides for investors who do not
otherwise qualify as an “accredited investor” (which is generally $150,000). Units of each class are being offered
at an initial price of $10 per Unit. Minimum subscription amounts for Class I Units are negotiable directly with
the Manager. See “Purchases and Redemptions”.

An investment in the Fund is speculative and involves a high degree of risk and is not intended as a complete
investment program and such an investment should only be made after consultation with independent qualified
sources of investment and tax advice. The purchase of Units should be considered only by investors who do not
require immediate liquidity of their investment and who can reasonably afford a substantial impairment or loss of
their entire investment. See “What are the Risks of Investing in the Fund?”
 TABLE OF CONTENTS

INTRODUCTION AND SUMMARY ........................................................................................................1

THE FUND................................................................................................................................................11
WHO SHOULD INVEST IN THE FUND? ..............................................................................................11
Regulatory Requirements..............................................................................................................11
Suitability......................................................................................................................................11
WHAT DOES THE FUND INVEST IN? .................................................................................................11
WHAT ARE THE RISKS OF INVESTING IN THE FUND?..................................................................15
MANAGEMENT OF THE FUND ............................................................................................................19
The Manager .................................................................................................................................19
Portfolio Management ..................................................................................................................19
Regulation of Sub-Advisory Arrangements..................................................................................21
THE TRUSTEE .........................................................................................................................................21
UNITS OF THE FUND .............................................................................................................................21
VALUATION ............................................................................................................................................22
Net Asset Value ............................................................................................................................23
Valuation Principles......................................................................................................................23
PURCHASES AND REDEMPTIONS......................................................................................................24
DISTRIBUTIONS .....................................................................................................................................27
REINVESTMENT.....................................................................................................................................27
OPTIONAL SERVICES............................................................................................................................27
FEES AND EXPENSES............................................................................................................................27
DEALER COMPENSATION ...................................................................................................................30
INCOME TAX CONSIDERATIONS FOR INVESTORS .......................................................................31
ELIGIBILITY FOR INVESTMENT.........................................................................................................33
REPORTING TO UNITHOLDERS AND MEETINGS OF UNITHOLDERS ........................................34
Reporting to Unitholders...............................................................................................................34
Meetings of Unitholders ...............................................................................................................34
AMENDMENTS TO THE TRUST AGREEMENT AND TERMINATION OF THE FUND ................34
RESALE RESTRICTIONS .......................................................................................................................35
WHAT ARE YOUR LEGAL RIGHTS? ...................................................................................................35
Two Day Cancellation Right ........................................................................................................35
Rights of Action for Damages or Rescission ................................................................................35
INTRODUCTION AND SUMMARY

This Offering Memorandum contains selected important information to help you make an informed
decision and to help you understand your rights as an investor in the Webb Asset Management Canadian
Performance Fund (the “Fund”).

The manager of the Fund is Webb Asset Management Canada, Inc. and is referred to in this Offering
Memorandum as the “Manager”.

This Offering Memorandum contains information about the Fund and the risks of investing in it, as well
as the names of the firms responsible for managing the Fund.

Additional information about the Fund is available in the Fund’s most recent financial statements from
time to time. You can get copies of the Fund’s constating document and financial statements
(commencing after the preparation of financial statements for the initial fiscal year end of the Fund) at
your request, and at no cost, by calling the Manager toll-free at 1-866-611-9590, or from your dealer.

These documents are also available by contacting the Manager at info@WAMfunds.com.

The Fund The Fund is an open-end investment trust established under the
laws of the Province of Ontario by a trust agreement dated as of
May 9, 2006, as amended from time to time (the “Trust
Agreement”) between the Manager and HSBC Trust Company
(Canada) (the “Trustee”).
Investment Objective The principal objective of the Fund is to produce high returns
with reasonable volatility and to provide unitholders of the
Fund (“Unitholders”) with highly attractive risk-adjusted
returns. To achieve its objective, the Fund’s portfolio sub-
advisor, Webb Asset Management, Inc. (“WAM”) uses a
proprietary investment process that is systematic, proven and
reliable.

See “What does the Fund invest in? - Investment Objective”.

Investment Strategies
The Fund intends to profit from both long and short positions,
primarily in Canadian equities, using WAM’s investment
process. WAM expects to use an earnings-based investment
process, which also gives consideration to other factors
including (among others) valuation, consistency of growth and
relative price strength in selecting long and short positions.

WAM expects that, for every $100 invested, the Fund will
invest as follows: up to $150 long, up to $100 short, and an
amount of cash equal to the short exposure. The Fund is
authorized to borrow for purposes of increasing its investment
leverage.

See “What does the Fund invest in? - Investment Strategies”.

1
Risk Management WAM will monitor and systematically manage for risk on a
continuous basis to limit volatility, draw downs and other risk
exposures. The risk management process is intended to identify
and control risks that may be caused by (among other things)
security selection, liquidity and net market exposure.
Investment Restrictions The Fund is limited to exchange-listed equities (including
common shares, preferred shares, trust or limited partnership
units) and derivatives on such securities. The Fund’s
investment strategy also sets specific position guidelines as
well as other restrictions. For a more in-depth discussion of
those guidelines and restrictions, please see “Investment
Strategies” and “Investment Restrictions” under “What does
the Fund invest in?”
Manager The Manager is responsible for the overall business of the Fund
Webb Asset Management Canada, Inc. including providing or arranging for the provision of
26 Wellington Street East investment advisory, administration and fund accounting
Suite 920 services.
Toronto, Ontario
M5E 1S2
Tel: 416-646-0975
Fax: 416-601-2501
Toll free: 1-866-611-9590
www.WAMfunds.com

Trustee The Fund is organized as a trust. When you invest in the Fund,
HSBC Trust Company (Canada) you are buying units of a trust. The Trustee will hold actual
70 York Street, Suite 600 title to the property in the Fund – the cash and securities – on
Toronto, Ontario behalf of the Fund (although physical custody of such property
M5J 1S9 may be held by the Fund’s custodian or prime broker, as
described below).
Investment Advisor Webb Asset Management Canada, Inc. (“WAMC”) is the
Webb Asset Management Canada, Inc. investment advisor for the Fund. WAMC is responsible for
26 Wellington Street East providing or co-ordinating portfolio management and advisory
Suite 920 services for the Fund. WAMC operates as an Investment
Toronto, Ontario Counsel, Portfolio Manager and Limited Market Dealer in
M5E 1S2 accordance with the securities laws of Ontario.
Tel: 416-646-0975
Fax: 416-601-2501
Toll free: 1-866-514-6603
www.WAMfunds.com
Investment Sub-Advisor WAMC has delegated substantially all portfolio management
Webb Asset Management, Inc. responsibilities for the Fund to WAM, as sub-advisor to
One Bush Street WAMC. Derek H. Webb is the Chief Executive Officer of
Suite 1200 WAM and is primarily responsible for managing the Fund’s
San Francisco, California portfolio.
94104
Tel: 415-354-2850

2
Principal Distributor As principal distributor for the Fund, WAMC markets the units
Webb Asset Management Canada, Inc. of the Fund (“Units”) through registered dealers. WAMC is
26 Wellington Street East registered as a Limited Market Dealer under the securities laws
Suite 920 of Ontario.
Toronto, Ontario
M5E 1S2
Tel: 416-933-5746
Fax: 416-601-2501
Toll free: 1-866-514-6603
www.WAMfunds.com

Prime Broker and Custodian
Scotia Capital Inc.
40 King Street West
65th Floor – Scotia Plaza
Toronto, Ontario
M5W 2X6
The prime broker has physical custody of the Fund’s property,
including margin where applicable. The Manager may change
the prime broker or custodian or add additional prime brokers
or custodians at any time.

Registrar Felcom Data Services Inc. (“Felcom”) is the Fund’s transfer

Felcom Data Services Inc. agent and registrar, and as such keeps track of the owners of
26 Wellington Street East Units and processes purchases and redemptions. Felcom is an
Suite 206 affiliated corporation of Jovian Capital Corp., a TSX Venture
Toronto, Ontario Exchange listed company.
M5E 1S2
Tel: 416-365-4370
Fax: 416-365-4371
Toll Free: 1-866-436-9176

Auditors The auditors are responsible for auditing the annual financial
KPMG LLP statements of the Fund.
Suite 3300
Commerce Court West
199 Bay Street
Toronto, Ontario
M5L 1B2

3
Units of the Fund Class A Units - Designed for qualified investors who acquire
and maintain a minimum investment (based on Unit issue
price) of $25,000 (or such other minimum as may be required,
as described below) in the Fund.
Class F Units - Available to qualified investors who acquire
and maintain a minimum investment (based on unit issue price)
of $25,000 (or such other minimum as may be required, as
described below) and have entered into service and fee
arrangements or wrap programs and who are subject to an
annual asset based fee rather than commissions on each
transaction, as a result of which their dealer is prepared to
acquire this class for such investors, or other such investors as
may be approved directly by the Manager for whom the
Manager does not incur any distribution costs. There are no
sales charges or trailer fees in connection with Class F Units,
and the management fee is reduced (see “Management and
Advisory Fees” below).

Class I Units - Designed for qualified institutional investors

who seek an annual asset-based negotiated fee that will be
charged outside of the Fund (rather than being charged to the
Fund and therefore having the effect of reducing the value of
this class of Units). Class I Units may also be sold to other
investors who are approved directly by the Manager.

Price of Units The initial offering price of each class of Units will be $10 per
Unit. Subsequent to the initial offering period, Units will be
offered at the subject class net asset value per Unit, which is
calculated in Canadian dollars on at least the last business day
of each month that the Toronto Stock Exchange is open for a
full day of business, or more frequently at the discretion of the
Manager (each, a “Valuation Day”). Initially, each day the
Toronto Stock Exchange is open for business will be a
Valuation Day. Fractional Units will be rounded to three
decimal places. See “Valuation”.

4
Minimum Investment
Purchase and Redemption of Units
Units are being offered on a continuous basis to “accredited
investors” in accordance with applicable securities legislation
in the various provinces and territories of Canada to an
unlimited number of subscribers. The minimum initial
investment amount for accredited investors is $25,000 for Class
A Units and for Class F Units. Subsequent investments are
subject to an additional minimum investment of $5,000 for
Class A or F Units. Minimum investment and subsequent
investment amounts for Class I Units will be negotiated
directly with the Manager. The Manager has the discretion to
accept initial or subsequent investments of lesser amounts.
For investors who do not otherwise qualify as accredited
investors, the legislated minimum amount applicable in their
jurisdiction of residence (generally $150,000) will constitute
the required minimum investment amount. For more
information about what constitutes an accredited investor,
please see the Accredited Investor Supplement which forms
part of the subscription agreement form that appears at the end
of this Offering Memorandum (a “Subscription Form”). If
you are uncertain whether you qualify as an accredited
investor, please contact your accountant, lawyer, or dealer for
advice.
Purchases and redemptions of Units can be made on any
Valuation Day. Purchases and redemptions may be made either
directly through the Manager or through a registered dealer.
Purchase and/or redemption orders must be received by the
Manager (or its appointee) prior to 4:00 p.m. (Toronto time) on
the Valuation Day on which the investor wishes to purchase or
redeem.
When purchasing, each investor must complete a Subscription
Form (including, for subscribers as accredited investors, the
Accredited Investor Supplement) in order to purchase Units.
Where the purchase order is submitted by a registered dealer
over an electronic trading and settlement service, the dealer
must provide the original supporting documents for the
purchase to the Manager (or its appointee) within 10 business
days of the subject Valuation Day.
If the Manager has received requests to redeem 10% or more of
the outstanding Units of any or all classes of Units on a
Valuation Day, payment of the proceeds may be deferred for
up to 10 days beyond such Valuation Day.
A redemption charge of 2% may be charged on Units of any
class tendered for redemption within 180 days of purchase.
Such redemption fee will be charged on behalf of, and remain
in, the Fund. See “Purchases and Redemptions”.
5
Suspension of Redemptions The Fund may suspend the calculation of Unit values (of each
class) and the redemption of Units (i) for any period when
normal trading is suspended on any stock exchange, options
exchange or futures exchange on which securities are listed and
traded, or on which permitted derivatives are traded, which
represent more than 50% in value or underlying market
exposure of the total assets of the Fund, without allowance for
liabilities (provided that such securities or derivatives are not
traded on any other exchange that represents a reasonably
practical alternative for the Fund) or (ii) for any period in
which the Manager determines that conditions exist which
render impractical the sale of Fund assets or impair the ability
to determine the value of any of the Fund’s assets.
Valuation The net asset value (“Net Asset Value”) of the Fund and of
each class of Units (the “Class Net Asset Value”) is
determined as at the close of business on every Valuation Day
by the Trustee (or its or the Manager’s appointee) in
accordance with the Trust Agreement. The Class Net Asset
Value per Unit (“Class Net Asset Value Per Unit”) of any class
of Units on a Valuation Day is obtained by dividing the
aggregate value of the assets of the Fund less the aggregate
amount of its liabilities, in each case attributable to that class of
Units, by the total number of Units of the class outstanding at
the close of business on the Valuation Day, and adjusting the
result to a maximum of three decimal places (rounded down).
See “Valuation”.
Distributions The Fund intends to distribute sufficient net income and net
realized capital gains, if any, to Unitholders in each calendar
year to ensure that the Fund is not liable for income tax under
Part I of the Income Tax Act (Canada) (the “Tax Act”), after
taking into account any loss carry forwards and capital gain
refunds. All distributions will be made on a pro rata basis
within each class of Units to each registered Unitholder as
determined as of the close of business on the date of
distribution.
The costs, if any, of the distributions will be paid by the Fund.

6
Reinvestment All distributions to Unitholders (less any amounts required by
law to be deducted therefrom) will automatically be reinvested
for the account of each Unitholder in additional Units of the
same class at the Class Net Asset Value Per Unit next
determined after the declaration of the distribution, unless a
Unitholder elects in writing, and such election is received by
the Manager at least 15 business days in advance of the
distribution, to receive such distributions in cash. No sales
charge or commission is payable by a Unitholder in connection
with any such reinvestment.
Risk Factors There are risks associated with an investment in the Fund, as a
result of, amongst other considerations, the proposed nature
and operations of the Fund. An investment in the Fund is
speculative and involves a high degree of risk and is not
intended as a complete investment program and such an
investment should only be made after consultation with
independent qualified sources of investment and tax advice.
The purchase of Units should be considered only by investors
who do not require immediate liquidity of their investment and
who can reasonably afford a substantial impairment or loss of
their entire investment. See “What Are the Risks of Investing
in the Fund?”
Management and Advisory Fees The Fund will pay management fees (“Management Fees”) to
the Manager in respect of Class A Units at the rate of 2.00%
per annum of the Class Net Asset Value related to the Class A
Units. The Fund will pay Management Fees to the Manager in
respect of Class F Units at the rate of 1.00% per annum of the
Class Net Asset Value related to the Class F Units. The
Management Fees charged in respect of Class I Units are
separately negotiable with the Manager but will not exceed
2.00% per annum of the Class Net Asset Value related to such
Units. For each of the classes, the Management Fees are
calculated and accrued on each Valuation Day and are payable
monthly in arrears. See “Fees and Expenses”.
A significant portion of the Management Fees will be paid by
the Manager to WAM as compensation for their services to the
Fund.

7
Performance Fees
Administration Fees and Expenses
The Fund will pay performance fees (“Performance Fees”) to
the Manager equal to 20% of the amount by which the Fund
outperforms a high watermark (the “High Watermark”),
which is initially the offering price of $10 per Unit. On the first
Valuation Day on which the Class Net Asset Value Per Unit
exceeds the offering price of $10, Performance Fees are earned
and the Class Net Asset Value Per Unit calculated on that
Valuation Day will become the new High Watermark. On any
Valuation Day that the Class Net Asset Value Per Unit exceeds
the then current High Watermark and Performance Fees are
earned and subsequently paid, the High Watermark is reset to
that Valuation Day’s Class Net Asset Value Per Unit. The High
Watermark is adjusted for distributions paid by the Fund.
For each of the classes, the Performance Fees are separately
calculated and accrued on each Valuation Day and are payable
quarterly in arrears. See “Fees and Expenses”.
A significant portion of the Management Fees will be paid by
the Manager to WAM as compensation for their services to the
Fund.
The Fund pays all of its operating expenses. Expenses include
audit fees, trustee and custodial expenses, accounting and
record keeping costs, legal expenses, bank related fees and
interest charges, Unitholder reports and servicing costs, and
other day-to-day operating expenses. The Fund will also pay
the Goods and Services Tax (“GST”) on most of its fees and
expenses. See “Fees and Expenses”.
For investors in Class I Units, the investor will pay directly the
Management and Performance Fees to which the Manager is
entitled, plus the appropriate GST, from outside of the Fund.
The Fund is responsible for the costs of its initial organization
and the initial offering of Units, including without limitation
the fees and expenses of counsel and the Fund’s auditors,
which costs are not expected to exceed $75,000 and will be
amortized over a period of 3 years. Amortization of these costs
will commence at the earlier of the completion of three months
of operation of the Fund, or the Fund achieving subscriptions
(net of any redemptions) equal to $15 million.
8
Dealer Compensation Sales Commission - When you purchase Class A Units you
may be required to pay your dealer a sales commission at the
time of purchase. Such commission may be up to 5% of the
amount you invest, negotiable between you and your dealer.

Trailing Commission - The Manager will pay dealers a

trailing commission at the end of each quarter at an annual rate
of up to 1% for the ongoing advice and service relating to Class
A Units, calculated as a percentage of the aggregate Unit price
of the Class A Units held by clients of the dealer. There are no
trailing commissions paid with respect to Class F or I Units
because holders of such Classes will pay an advisory or asset-
based fee directly to their dealers in respect of such Units.

Performance Fees - The Manager will pay dealers a portion of

any Performance Fees earned and collected by the Manager
relating to the value of Class A Units held by clients of the
dealer. The Manager will pay 10% of its Performance Fees to
such dealers (i.e. 2 of the 20% Performance Fee).

The Manager may also pay dealers a portion of any

Performance Fees earned and collected by the Manager relating
to the value of Class F Units held by their clients (at rates not to
exceed the rate provided above on Class A Units).

Other Kinds of Dealer Compensation – The Manager may

elect to share certain other costs with dealers under certain
circumstances. See “Dealer Compensation”.
Canadian Federal Income Tax A Unitholder will generally be required to include in
Considerations computing income for a particular taxation year of the
Unitholder the portion of the net income, including the taxable
portion of net realized capital gains, of the Fund paid or
payable to the Unitholder in that particular taxation year
whether in cash or in additional Units. The Class Net Asset
Value Per Unit may reflect income and gains of the Fund that
have accrued at the time Units are acquired. Accordingly, a
Unitholder who acquires Units may become taxable on the
Unitholder’s share of income and gains of the Fund that
accrued before the Units were acquired.

Upon the redemption of a Unit, the Unitholder will generally

realize a capital gain (or capital loss) equal to the amount by
which the Unitholder’s proceeds of disposition exceed (or are
less than) the aggregate of the adjusted cost base of the Unit
and any reasonable costs of disposition. For the purpose of
determining the adjusted cost base to a Unitholder, when a Unit
of a particular class is acquired, the cost of the newly-acquired
Unit will be averaged with the adjusted cost base of all the
units of the class owned by the Unitholder as capital property
immediately before that time. The cost of a Unit received on
the reinvestment of distributions of the Fund will be equal to
the amount reinvested.

9
Eligibility for Investment Provided the Fund qualifies as a “mutual fund trust” for
purposes of the Tax Act, Units will be qualified investments for
trusts governed by registered retirement savings plans,
registered retirement income funds, deferred profit sharing
plans and registered education savings plans.
Fiscal Year End December 31st
Legal Counsel McMillan Binch Mendelsohn has been retained as counsel to
the Fund and the Manager.

10
THE FUND

The Webb Asset Management Canadian Performance Fund (the “Fund”) is an open-end investment trust
established under the laws of the Province of Ontario by a trust agreement (the “Trust Agreement”)
dated as of May 9, 2006, as amended from time to time, between HSBC Trust Company (Canada), as
trustee (the “Trustee”) and Webb Asset Management Canada, Inc. (the “Manager”), as manager. The
Fund’s investment advisor is also Webb Asset Management Canada, Inc. (“WAMC”). WAMC operates
as an Investment Counsel, Portfolio Manager and Limited Market Dealer in accordance with the
securities laws of Ontario. WAMC has, in turn, delegated all portfolio management responsibilities for
the Fund to Webb Asset Management, Inc., a California based portfolio management company
(“WAM”). Derek H. Webb is the Chief Executive Officer of WAM and is primarily responsible for
managing the Fund’s portfolio.
An unlimited number of classes (each, a “Class”) of trust units of the Fund (“Units”) may be established,
of which Class A, Class F and Class I Units are offered under this Offering Memorandum.

WHO SHOULD INVEST IN THE FUND?

Regulatory Requirements
Units are being offered on a continuous basis to an unlimited number of subscribers who are either (i)
purchasing under the “accredited investors” exemption under National Instrument 45-106 (titled
“Prospectus and Registration Exemptions”) of the Canadian Securities Administrators (“NI 45-106”) or
(ii) purchasing under the $150,000 “minimum amount investment” exemption under NI 45-106. The
criteria for eligibility as an “Accredited Investor” under NI 45-106 are set out in the Accredited Investor
Supplement included in the subscription agreement form that appears at the end of this Offering
Memorandum (the “Subscription Form”).

The minimum initial investment amount is detailed under “Purchases and Redemptions” and will
generally be $25,000 for investors who qualify as Accredited Investors, and will generally be $150,000
for other investors.

Suitability
The Fund is suitable for investors who consider growth (through income and/or capital appreciation) to be
an important investment objective. This Fund is suitable for investors with a high risk tolerance level, and
is not suitable for investors seeking to make a shorter term investment.
WHAT DOES THE FUND INVEST IN?

Investment Objective

The principal objective of the Fund is to produce high returns with reasonable volatility and to provide
investors in the Fund (“Unitholders”) with highly attractive risk-adjusted returns. To achieve its
objective, WAM uses a proprietary investment process that is systematic, proven and reliable. The
investment strategy used is described in detail below.

Investment Strategy

The Fund intends to profit from both long and short positions, primarily in Canadian equities (including
common shares, preferred shares, trust or limited partnership units) and derivatives on such securities
using WAM’s proprietary investment process. WAM’s investment process is the result of WAM’s study
of the long-term historical performance of securities in a number of global equity markets. The study
concluded as follows:

y An earnings-based investment process, systematically applied to long and short positions in

11
 equities, produced the highest absolute and risk-adjusted returns. The earnings-based investment
process favours companies with rapid and unexpected growth in earnings as long positions and
companies with rapid and unexpected declines in earnings as short positions.

y In conjunction with the primary earnings-based investment process, risk-adjusted returns (returns
relative to levels of volatility, or the “Sharpe Ratio”) could be improved by giving further
consideration to factors including (among others) valuation, consistency of growth and relative
price strength.

y Risk-adjusted returns could be further improved through active and systematic management of
the long/short exposure. When short exposure was reduced through the systematic profit taking
of short positions, volatility was reduced significantly and risk-adjusted returns improved.
Specifically, short positions were covered and profits were realized if specific price targets were
reached within specific timelines.

y The conclusions of the study are the foundation of WAM’s proprietary long/short investment
process. WAM’s investment process is the result of a thorough study of cause and effect
relationships between stock prices and related factors. WAM believes this investment process
can produce high returns with reasonable volatility and highly attractive risk-adjusted returns. To
ensure that its investment process remains well suited to meet the investment objectives of the
Fund, WAM studies the capital markets on a continuous basis and refines its investment process
where appropriate.

The Fund will be managed in accordance with WAM’s proprietary long/short investment process and the
following strategies:

Investing Long

WAM monitors a database of stocks and income trusts and buys (goes long) those securities identified as
attractive investment candidates.

Long positions are allowed to appreciate to any size within the Fund as long as they are identified as
attractive investments and maintain adequate liquidity. A long position is sold if it is no longer considered
an attractive investment.

Short Selling

The Fund short sells (goes short) those securities identified as unattractive investment candidates. Short
positions are monitored frequently and may be reduced to maintain adequate liquidity. A short position is
covered if it is no longer considered an unattractive investment or through the systematic profit taking
process.

Short selling will be used by the Fund along with purchasing long, collectively, as a primary discipline of
buying securities with the expectation that they will appreciate in price, and selling those which are
expected to depreciate in price.

Managing Long and Short Positions

The Fund is generally expected to have positive, but not full, market exposure. Over an entire market

12
cycle, the Fund is generally expected to hold a net long exposure to the equity market. WAM may alter
the net market exposure of the Fund depending on its expectations of returns, risk and volatility within a
permitted range of 150% net long exposure and 50% net short exposure. The fund is permitted a
maximum 150% gross long exposure and a 100% gross short exposure. The Fund will hold an amount in
cash or money market instruments approximately equal to the Fund’s short exposure.

Use of Leverage

The strategy allows for leverage to be employed. The Fund is authorized to borrow for purposes of
increasing its investment leverage. Margin requirements will be adhered to by the Fund. As required by
rules governing Canadian equity markets (including the rules of the Investment Dealers Association of
Canada), any proceeds from short sales will be held in cash with a custodian. Further, the Fund’s use of
options contains an element of embedded leverage which will increase the Fund’s overall risk profile. The
Fund is permitted to use leverage only within the maximum long and short exposure range.

Risk Management Process

WAM will monitor and systematically manage for risk on a continuous basis to seek to limit volatility,
draw downs and other risk exposures. The risk management process is intended to identify and control
risks that may be caused by (among other things) security selection, liquidity and net market exposure.

Securities Lending, Repurchase and Reverse Repurchase Transactions

Securities lending, repurchase and reverse repurchase transactions all involve the temporary exchange of
securities for collateral (other securities or cash) with a simultaneous obligation to redeliver a like
quantity of the same securities on a future date. In a securities lending transaction, the Fund lends its
securities through an authorized agent to another party (often called a “counterparty”) in exchange for a
fee and a form of acceptable collateral. In a repurchase transaction, the Fund sells its securities for cash
through an authorized agent and at the same time assumes an obligation to repurchase the same securities
for cash (usually at a lower price) at a later date. In a reverse repurchase transaction, the Fund buys
securities for cash and at the same time agrees to resell the same securities for cash (usually at a higher
price) at a later date.

The Fund may engage in securities lending, repurchase and reverse repurchase transactions with Canadian
or foreign counterparties (often brokers and financial institutions) in order to earn additional income.
Income from securities lending, repurchase and reverse repurchase transactions comes from the fees paid
by the counterparty, compensation payments from the counterparty equal to the dividends paid on the
securities loaned, purchased or sold and interest paid on the cash or securities held as collateral.

Use of Debt securities

The fund may use debt securities (including, but not limited to, government or corporate bills, notes or
bonds) to take advantage of certain investment opportunities, to enhance yield, or to reduce certain risks
associated with other investments made by the Fund.

Use of Derivatives

The Fund may use derivative instruments to hedge certain risks associated with an existing long or short
position or positions, to create leverage or to enhance yield. It is not expected that the Fund will use
derivatives for speculative purposes.

Investment Restrictions

13
The activities of the Fund will be conducted in accordance with certain restrictions, which include the
following:

Securities

The Fund may not invest in any of the following:

• Private equity
• Physical commodities
• Real estate (other than publicly traded Real Estate companies or REITs)

Short Selling

The Fund will engage in short selling within certain controls and limitations. Securities will be sold short
only for cash and the Fund will receive the cash proceeds within normal trading settlement periods for the
market in which the short sale is made. All short sales will be effected only through market facilities
through which those securities are normally bought and sold and the Fund will short sell a security only
if: (i) it is listed and posted for trading on a recognized stock exchange, and (ii) the security has an
average monthly trading volume of not less than $5 million at the time the short sale is made. As well, at
the time the securities of a particular issuer are sold short by the Fund, the aggregate market value of all
securities of that issuer sold short by the Fund will not exceed 10% of the total net assets of the Fund as at
the time that the short position is entered into. The Fund intends to repurchase for the Fund the securities
sold short if the trading price of the securities exceeds a specific percentage of the price at which the
securities were sold short, as determined by WAM, although in no instance will such specific percentage
exceed 15%. The Fund may deposit assets with lenders in accordance with industry practice in relation to
its obligations arising under short sale transactions. The Fund will also hold cash cover in an amount
which is at least 100% of the aggregate market value of each security it sold short at the time such short
sale occurred. The Fund does not expect proceeds to be used by the Fund to purchase long positions.
Every dealer that holds Fund assets as security in connection with the short sale must be a registered
dealer and a member of a self regulatory organization that is a participating member of the Canadian
Investor Protection Fund. The aggregate assets deposited by the Fund with any single dealer, other than
the prime broker, as security in connection with short sales will not exceed 10% of the Fund’s total net
assets at the time of deposit.

Securities Lending, Repurchase and Reverse Repurchase Transactions

The Fund will be subject to the limits described below on securities lending, repurchase and reverse
repurchase transactions. The Fund must:

y deal only with counterparties who meet generally accepted creditworthiness standards and who
are unrelated to the Manager and investment advisor (WAMC), the Fund’s portfolio manager
(WAM) or the Fund’s trustee;

y hold collateral equal to a minimum of 102% (or such other amount as required by law) of the
market value of the securities loaned (for securities lending transactions), sold (for repurchase
transactions) or purchased (for reverse repurchase transactions) as the case may be;

y adjust the amount of the collateral provided each business day to ensure the collateral’s value
relative to the market value of the securities loaned, sold or purchased is not less than the
minimum 102% limit (or such other amount as required by law); and

14
y limit the aggregate value of all securities loaned or sold through securities lending and repurchase
transactions to no more than 50% (or such other amount as required by law) of the total assets of
the Fund (without including the collateral for loaned securities and cash for sold securities).

Interest of Manager

The Fund will not purchase securities from, or sell securities to, the Manager, WAMC, WAM or any of
their affiliates or any individual who is a partner, director or officer of any of them, any employee of the
Manager, WAMC or WAM or any portfolio managed by the Manager, WAMC or WAM.

Other Matters

The investment objectives and methods summarized above represent the Manager’s and WAM’s current
intentions, are general in nature and are not intended to be exhaustive. There are inherent limitations in
describing WAM’s investment strategy due to its complexity and confidentiality. Depending on
conditions and trends in securities markets and the economy generally, WAM may, subject to the express
limitations described in this Offering Memorandum, pursue any other objectives, or use any other
techniques that it considers appropriate and in the best interest of the Fund.

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund is subject to the following risks, although this is not meant to be an exhaustive list of the risks
associated with an investment in the Fund:

Dependence on WAM and the Manager. The Fund’s success depends on the skill and acumen of
WAM, its Chief Executive Officer, Derek H. Webb, the Manager and its President and Chief Executive
Officer, Kenneth McCord. See “Conflicts of Interest” below. If any of them should cease to participate in
the Fund’s activities, the Fund’s ability to select attractive investments and manage its portfolio could be
impaired severely. Further, neither WAM nor the Manager has any operating history on which
prospective investors may evaluate the Fund’s likely performance. There can be no assurance that: (i) the
Fund will realize its investment objectives; (ii) the Fund’s investment strategy will prove successful; or
(iii) investors will not lose all or a portion of their investment in the Fund.

WAM has exclusive and absolute discretion and authority to manage and control the Fund’s investments,
except as limited by its sub-adviser agreement with WAMC or applicable law. WAM has the unrestricted
right to select the securities and other investment instruments in which the Fund invests and to determine
the amount of funds to be used for each purpose.

Stock market risk. The value of most securities, in particular equity securities, changes with stock
market conditions. These conditions are affected by general economic and market conditions.

Specific issuer risk. The value of all securities will vary positively or negatively with developments
within the specific companies or governments which issue the securities.

Regulatory risk. Changing government regulations may significantly affect Fund valuation. Restrictions
to ownership, environmental laws, taxation, deregulation, monopoly grants, and subsidies imposed or
removed are just a few examples of regulatory risk.

Securities lending, repurchase and reverse repurchase transaction risk. The Fund is authorized to
enter into securities lending, repurchase and reverse repurchase transactions. Following are some
examples of the risks associated with securities lending, repurchase and reverse repurchase transactions:

15
y when entering into securities lending, repurchase and reverse repurchase transactions, the Fund is
subject to the credit risk that the counterparty may default under the agreement and the Fund
would be forced to make a claim in order to recover its investment;

y when recovering its investment on default, the Fund could incur a loss if the value of the
portfolio securities loaned (in a securities lending transaction) or sold (in a repurchase
transaction) has increased in value relative to the value of the collateral held by the Fund; and

y similarly, the Fund could incur a loss if the value of the portfolio securities it has purchased (in a
reverse repurchase transaction) decreases below the amount of cash paid by the Fund to the
counterparty.

Short Selling Risk. Short selling involves certain risks. There is no assurance that securities will decline
in value during the period of the short sale sufficient to offset the interest paid by the Fund and make a
profit for the Fund, and securities sold short may instead appreciate in value. The Fund may also
experience difficulties repurchasing and returning the borrowed securities if a liquid market for the
securities does not exist. The lender from whom the Fund has borrowed securities may go bankrupt and
the Fund may lose collateral it has deposited with the lender. When the Fund engages in short selling it
will adhere to controls and limits that are intended to offset these risks by short selling only securities of
larger issuers for which a liquid market is expected to be maintained and by limiting the amount of
exposure for short sales. The Fund will also deposit collateral only with lenders that meet certain criteria
for creditworthiness and only up to certain limits.

Possible losses from short sales differ from losses that may be incurred from purchases of securities,
because losses from short sales may be unlimited, whereas losses from purchases are limited to the total
amount invested. To deliver securities to a purchaser, the Fund must arrange through its prime broker or
another broker to borrow the securities, and, as a result, the Fund becomes obligated to replace the
securities borrowed at the market price at the time of replacement, whatever that price may be. A short
sale therefore involves the theoretically unlimited risk of loss occasioned by an increase in the market
price of the security between the date of the short sale and the date on which the Fund covers its short
position. In addition, borrowing of securities entails the payment of a borrowing fee (which may increase
during the borrowing period) and the payment of any dividends or interest payable on the securities until
they are replaced. As the Fund, when engaged in short selling, will be required to maintain cash cover for
its short positions, other investments may need to be sold quickly (and at potentially unattractive prices)
to maintain sufficient cash cover.

Information Sources. WAM selects investments for the Fund based in part on information and data that
the issuers of such securities and commodities file with various government agencies or that WAM
obtains from other sources. WAM is not in a position to confirm the completeness, genuineness or
accuracy of such information and data, and in some cases, complete and accurate information is not
readily available.

Use of Margin. The Fund may invest on margin and use other leveraging strategies, which can increase
profit potential, but also increase the risk of loss and volatility. In addition, margin trading requires the
Fund to pledge its assets as collateral. Margin calls can require the Fund to pledge additional collateral or
liquidate its holdings, which could require the Fund to sell portfolio securities at substantial losses that it
otherwise would not realize.

Micro and Small Capitalization Companies. The Fund may invest in securities of companies with
micro-to-small-sized market capitalizations. Those securities involve substantially higher risks in many
respects than do investments in securities of larger companies. For example, prices of the securities of
these companies are often more volatile than prices of the securities of companies with large market
capitalizations and the risk of bankruptcy or insolvency of many smaller companies (with the attendant

16
losses to investors) is higher than for larger, “blue-chip” companies. Further, due to thin trading in
securities of some micro- and small-capitalization companies, an investment in those stocks may be
illiquid.

Limited Liquidity of Investments. The Fund may invest in thinly traded and relatively illiquid
securities or those securities may not be traded at the time the Fund invests or may cease to be traded after
the Fund invests. The Fund also may acquire significant positions in some securities. In such cases and
in the event of extreme market activity, the Fund may not be able to liquidate its investments promptly if
the need should arise. In addition, the Fund’s sales of thinly traded securities could depress the market
value of those securities and thereby reduce the Fund’s profitability or increase its losses. Such
circumstances or events could affect the Fund’s gain or loss materially and adversely.

Economic Conditions. Changes in economic conditions, including, for example, interest rates, credit
availability, inflation rates, industry conditions, government regulation, competition, technological
developments, political and diplomatic events and trends, tax and other laws and innumerable other
factors, can affect the Fund’s investments and prospects materially and adversely. None of these
conditions is within WAM’s control, and may be developments which cannot be anticipated. These
factors may affect the volatility of securities prices and the liquidity of the Fund’s investments.
Unexpected volatility or illiquidity could impair the Fund’s profitability or result in losses.

Reliance on Historical Data. As described in “What Does the Fund Invest In? - Investment Strategy”
above, WAM created its investment process by back-testing various factors against historical data from a
number of global securities markets and choosing the market and other factors that generated the best
performance. The results do not reflect actual trading and may not reflect the effect of material economic
and marketing factors on WAM’s decision-making if it were actually managing client portfolios. These
past trends may not be repeated in the future. In addition, the accuracy of the historical data used for
research and development, which was provided by third parties, cannot be guaranteed.

Past Performance. The Fund has no performance history to help you understand the risks of investing in
the Fund. WAM also has no performance history that relates directly to the methodology adopted by the
Fund, although it does have positive performance history in products with long and long/short investment
strategies.

Conflicts of Interest. The Manager, WAM and their affiliates currently sponsor, manage and participate
in other securities investment activities and programs unrelated to the Fund’s activities (some of which
may compete with the Fund’s investment activities), and they intend in the future to be engaged in these
and other investment activities. These other activities include, among other things, investing for their
own accounts and providing investment advisory services to other accounts.

These other activities create potential conflicts of interest with the Fund over the time devoted to
managing the Fund and allocating investment instruments for purchase and sale among the Fund and the
other accounts. Further, the Manager’s or WAM’s judgment may be affected by additional conflicts of
interest, such as, for example, the following:

(a) The Manager, WAM and their affiliates have and will have fiduciary duties to the Fund and other
accounts. Therefore, the interests of the Fund and other accounts in how investments are selected,
negotiated and administered may conflict in some circumstances. The directors, officers, employees and
affiliates of the Manager or WAM also may engage in investment transactions for their own accounts.
The Manager or WAM may give advice and take action with respect to any other account that differs
from the advice that it gives or the timing or nature of action that it takes with respect to the Fund. It is
the Manager’s and WAM’s policy, however, to the extent practicable to allocate investment opportunities
among the Fund and other accounts fairly over time. None of the Manager or WAM is obligated to
acquire for the Fund any investment that it or its directors, officers, employees or affiliates may acquire

17
for its or their own accounts or for any other account, if it is not practical or desirable to acquire a position
in that security for the Fund.

For example, the Manager, WAM or their directors, officers, employees or affiliates may participate in
transactions that may otherwise be considered investment opportunities for the Fund. The Manager and
WAM may not present to the Fund transactions that may be appropriate to it as investment opportunities.
In addition, the Manager and WAM select investments for their clients based solely on investment
considerations for each such client. The Manager and WAM may have different types of clients,
including separate accounts and private funds. These clients may have different investment strategies and
expected levels of trading. In the course of providing advisory services, the Manager or WAM may buy
or sell a security for one type of client but not for another. Further, the Manager or WAM may buy (or
sell) a security for one type of client while simultaneously selling (or buying) the same security for
another type of client.

(b) The Manager and WAM, on behalf of the Fund and in other capacities with other entities or for
their own accounts, have discretion in determining which investments are made by the Fund or other
accounts, sold to others or made by them or their affiliates, with or without the participation of any other
person. The Manager and WAM or their affiliates may be able to obtain more favourable compensation,
cost reimbursement or risk sharing arrangements in connection with some investments if the Fund does
not participate. These factors could influence the Manager or WAM not to make investments on behalf of
the Fund even though participation might benefit the Fund. The Sub-Adviser Agreement permits WAM
or its affiliates to make any investment, whether or not in competition with the Fund or in a manner that
would limit or eliminate the Fund’s opportunity to make the investment, without any accountability to the
Fund or any Unitholder.

(c) The brokers to whom the Manager and WAM direct the trades of the Fund and their other
accounts offer the Manager and WAM and their affiliates non-monetary benefits or “soft dollars.” These
soft dollars take the form of research, other services regarding investments and other products and
services and are available to the Manager and WAM and their affiliates in connection with transactions in
which the Fund does not participate. Brokers also may solicit or refer investors to invest in the Fund.
These benefits may influence the Manager and WAM to select one broker rather than another to perform
services for the Fund.

Effect of Performance Fees. In addition to receiving a portion of the annual management fees charged
by the Manager, WAM also receives a substantial portion of the performance incentive fees, which are
based on the increase in the value of the Units. As a result, the performance incentive fees increase as a
result of unrealized appreciation, as well as realized gains. Performance incentive fees also may create an
incentive for WAM to make investments for the Fund that are riskier or more speculative than it would
make if it were not paid a fee related to the Fund’s performance.

Portfolio Turnover/Operating Deficits. The Fund trades securities actively and incurs significant
brokerage, custody and other transaction costs and expenses. These and other expenses of operating the
Fund (including management fees and performance incentive fees payable to the Manager, and the fees
payable to the Trustee and to the Fund’s transfer agent and registrar) are paid out of the Fund’s capital,
reducing the Fund’s investments and potential for profitability. This risk is higher if the Fund has limited
capital because each Unitholder bears a greater amount of the Fund’s fixed expenses. See “Fees and
Expenses.”

THE FOREGOING RISK FACTORS DO NOT COMPLETELY EXPLAIN THE RISKS INVOLVED
IN THIS OFFERING. POTENTIAL INVESTORS SHOULD THEREFORE READ THIS ENTIRE
OFFERING MEMORANDUM, AND CONSULT THEIR OWN ADVISERS BEFORE INVESTING IN
THE FUND.

18
None of the Manager or WAM guarantees that any portion of your original investment in the Fund will be
returned to you. Unlike bank accounts or GICs, Units are not covered by the Canada Deposit Insurance
Corporation or any other government deposit insurer.

MANAGEMENT OF THE FUND

The Manager

The Manager was incorporated under the laws of Ontario on April 24, 2006. The principal office of the
Manager is at 26 Wellington Street East, Suite #920, Toronto, Ontario, M5E 1S2.

The Manager was established to create and offer to Canadian investors innovative alternative investment
products through the financial advisory community. The principals of the Manager have over 35 years of
combined experience in the financial services industry related to financial services and investment
management.

The Manager operates as an Investment Counsel, Portfolio Manager and Limited Market Dealer in
accordance with the securities laws of Ontario.

Pursuant to the Trust Agreement, the Manager may resign upon 90 days’ written notice to the Trustee and
Unitholders. The Manager must appoint a successor, which appointment must be approved by a majority
of the Unitholders unless the successor is an affiliate of the Manager. If no successor Manager is
appointed or if Unitholders fail to approve a successor the Fund will be terminated. The Manager may
also be terminated if (i) the Manager is in material default of its obligations under the Trust Agreement
for 120 days from the date the Trustee provides notice of such default; (ii) the Manager has been declared
bankrupt or insolvent or has entered into liquidation or winding up, whether compulsory or voluntary;
(iii) the Manager makes a general assignment for the benefit of creditors or otherwise acknowledges its
insolvency; or (iv) the assets of the Manager have become subject to seizure or confiscation by any public
or governmental authority.

The Manager is responsible for the day-to-day business of the Fund, including the selection of the Fund’s
Investment Sub-Advisor.

Pursuant to the Trust Agreement, the Manager has authority to manage the business and affairs of the
Fund and has authority to bind the Fund. The Manager may delegate its powers to third parties where, in
the discretion of the Manager, it would be in the best interests of the Fund to do so. The Manager is
required to exercise its powers and discharge its duties honestly, in good faith, and in the best interests of
the Fund and to exercise the care, diligence and skill of a reasonable prudent manager in comparable
circumstances.

The Trust Agreement provides that the Manager and certain affiliated parties have a right of
indemnification from the Fund for legal fees, judgments and amounts paid in settlement incurred in
carrying out their duties under the Trust Agreement, unless the Manager has breached its fiduciary duty to
the Fund. In addition, the Trust Agreement contains provisions limiting the liability of the Manager and
its appointee.

Portfolio Management

WAM

The Manager has retained WAM to act as the portfolio manager of the Fund, pursuant to a sub-adviser
agreement dated as of May 1, 2006, as amended from time to time, by and among the Manager and

19
WAM. WAM began operations in 2006 and is wholly owned by Derek H. Webb.

Biographies

Following is a brief biography of the individuals related to the Manager and WAM that control the
management and/or portfolio management of the Fund:

Derek H. Webb, CFA -- Principal Shareholder of the Manager

Chief Executive Officer and Sole Shareholder of WAM

Mr. Webb has over 20 years of investment experience. From June 2000 to May 2004, Mr. Webb was a
partner of Webb Capital Management LLP, a SEC-registered investment advisory firm based in San
Francisco. That firm was the sub-adviser to CI Mutual Funds Inc., pursuant to which Mr. Webb was the
sole portfolio manager of the Landmark Class of Canadian mutual funds and a hedge fund offered by CI
Mutual Funds Inc. The funds employed long/short equity strategies in Canadian securities, U.S.
securities, global securities and long/short equity. From January 2001 to March 2005, Mr. Webb was a
manager and member of Webb Capital Partners, LLC, a SEC-registered investment advisory firm based
in San Francisco. That firm was the investment adviser to, and Mr. Webb was the sole portfolio manager
of, Augury Partners, L.P., a hedge fund that used a primarily long/short equity strategy. In June
2004, those two firms had approximately US $700 million in assets under management.

Before forming those firms, Mr. Webb was employed by GT Global (renamed AIM Funds in 1998) in
San Francisco from August 1992 to June 2000. He joined GT Global as an equity analyst for North
American securities in August 1992. He started and was the portfolio manager for the Global Consumer
Products and Services Fund (1994), the Global Natural Resources Fund (1994), the Canadian Growth
Fund (1995), the Canadian Income Fund (1996) and the Global Trends Fund (1997). The Global
Consumer Products and Services Fund, Canadian Growth Fund, and the Global Trends Fund, while
managed by Mr. Webb, were 5-star funds as rated by Morningstar. These funds grew to US $7 billion in
the aggregate over the 5 years that Mr. Webb managed them. After GT Global was acquired by
AMVESCAP PLC in June 1998 and renamed AIM Funds, Mr. Webb was appointed Global Partner at
AIM Funds, head of sector funds and the head of the San Francisco office.

Mr. Webb began his investment career in June 1983 as an associate at Brown Brothers Harriman & Co., a
privately owned commercial and investment bank in New York. At BBH&Co., Mr. Webb completed the
management training program, rotating through the following departments: bond management, equity
research, international and domestic banking, and foreign exchange trading. He finished at the top of his
training class before working in domestic banking. In January 1987, he joined Salomon Brothers, Inc. in
New York. While there, he completed a 6-month training program before working in the quantitative
portfolio analytics group. In 1988, Mr. Webb moved to the Trust Company of the West in Los Angeles,
where he worked as the head of bond trading for the high grade bond group. From 1988-1992, he was a
Vice President and Co-Head of Fixed Income Sales for Citicorp in Los Angeles.

Mr. Webb received an M.B.A. from the Wharton School of Business at the University of Pennsylvania in
1992 and a B.A. from Dartmouth College in 1983. Mr. Webb holds the Chartered Financial Analyst
designation from the CFA Institute.

Kenneth McCord, CFA – Principal Shareholder, President and Chief Executive Officer of the Manager

Mr. McCord has over 15 years of investment experience. Mr. McCord began his career in the financial
services industry in 1987 with the Toronto-Dominion Bank. In 1992, Mr. McCord moved to TD Asset
Management where he helped to grow the business from $1 billion in assets under management to over
$10 billion. In 1995, Mr. McCord joined GT Global in Toronto where he helped to grow the business
from $300 million to over $6 billion in 1998. GT Global was acquired by AMVESCAP PLC in June

20
1998 and renamed AIM Funds. Mr. McCord took on several senior management roles thereafter and co-
led AIM’s integration with Trimark in 2000. Mr. McCord left AIM Trimark in 2003 at which time it was
responsible for over $20 billion in client assets. In 2003, Mr. McCord moved to First Asset Management
Inc. (now AMG Canada), a financial services company with equity stakes in various investment
counsellors, asset managers and fund companies and assets under management of over $20 billion. In
Mr. McCord’s role as Senior Vice President, he was responsible for business management, business
development, sales and marketing.

Mr. McCord received an M.B.A. from Queen’s University in 1992, and a B.A. in communication studies
from Wilfrid Laurier University in 1987. Mr. McCord holds the Chartered Financial Analyst designation
from the CFA Institute.

Mr. McCord also serves as a portfolio manager with WAMC.

Regulation of Sub-Advisory Arrangements

WAM is not registered as an advisor under Canadian securities legislation. Pursuant to an exemption
provided under Rule 35-502 of the Ontario Securities Commission (titled “Non-Resident Advisers”),
WAM is permitted to act as sub-advisor to WAMC in respect of the Fund on the basis that its sub-
advisory agreement with WAMC includes the assumption of responsibility by WAMC in favour of the
Fund for the advice provided by WAM and for any loss that may arise to the Fund out of the failure of
WAM to (i) exercise the powers and duties of its office honestly, in good faith and in the best interests of
the Fund or (ii) exercise the degree of care, diligence and skill that a reasonably prudent person would
exercise in the circumstances.

WAM and its principals (and all or substantially all of WAM’s assets) are situated outside of Canada.
Accordingly, it may be difficult for the Fund to enforce legal rights against WAM.

THE TRUSTEE

HSBC Trust Company (Canada) is the Trustee of the Fund pursuant to the provisions of the Trust
Agreement, and is entitled to an annual fee payable by the Fund for its services. The office of the Trustee
is located at 70 York Street, Suite #600, Toronto, Ontario, M5J 1S9.

Pursuant to the Trust Agreement, the Manager may remove the Trustee and appoint a successor trustee
from time to time on 90 days’ written notice or in certain other circumstances. The Trustee or any
successor appointed pursuant to the terms of the Trust Agreement may resign upon 90 days’ written
notice to the Manager and the Unitholders during which period the Manager is required to use its best
efforts to arrange for a successor trustee. If the Manager is unable to arrange for a successor trustee, the
Unitholders may appoint a successor to the trustee at a meeting called to obtain their consent. If no
successor trustee is appointed, the Fund is to be terminated.

The Trust Agreement provides that the Trustee and certain affiliated parties have a right to
indemnification from the Fund for claims arising out of the execution of its duties as trustee except in
cases of negligence, willful default or bad faith on the part of the Trustee or where the Trustee has failed
to fulfill its standard of care as set out in the Trust Agreement. In addition, the Trust Agreement contains
provisions limiting the liability of the Trustee.

UNITS OF THE FUND

The Trust Agreement permits the Fund to have one or more Classes and to issue an unlimited number of
Units of each Class. Class A Units, Class F Units and Class I Units are offered under this Offering
Memorandum. Each Class is targeted to a specific type of investor, as described below.

21
Although the money you and other investors pay to purchase Units is tracked on a Class by Class basis in
the Fund’s administrative records, the assets of each Class are combined into a single pool to create one
portfolio for investment purposes for the Fund.

Class A Units The Class A Units are designed for qualified investors who acquire
and maintain a minimum investment of $25,000 (based on Unit issue
price) in the Fund (or such other minimum as may be required, as
described below).

Class F Units The Class F Units are available to qualified investors who acquire and
maintain a minimum investment (based on Unit issue price) of $25,000
(or such other minimum as may be required, as described below) and
have entered into service and fee arrangements or wrap programs and
who are subject to an annual asset based fee rather than commissions
on each transaction, as a result of which their dealer is prepared to
acquire this Class for such investors, or other such investors as may be
approved directly by the Manager, for whom the Manager does not
incur any distribution costs. There are no sales charges or trailer fees in
connection with these Class F Units, and the Management Fee is
reduced (see “Fees and Expenses” below).

Class I Units Class I Units are designed for qualified institutional investors who seek
an annual asset-based negotiated fee that will be charged outside of the
Fund (rather than being charged to the Fund and therefore having the
effect of reducing the value of the Units) or other such investors as
may be approved directly by the Manager, for whom the Manager does
not incur any distribution costs.

Minimum Investment
Units are being offered on a continuous basis in accordance with
exemptions from prospectus requirements under applicable securities
legislation in the various provinces and territories of Canada to an
unlimited number of subscribers. The minimum initial investment
amount for Accredited Investors is $25,000 for Class A Units and
Class F Units. Subsequent investments are subject to an additional
minimum investment of $5,000 for Class A or F Units. Minimum
investment and subsequent investment of Class I Units will be
negotiated directly with the Manager. The Manager has the discretion
to accept initial or subsequent investments of lesser amounts. For an
investor who does not qualify as an Accredited Investor, the legislated
minimum amount will generally be $150,000. For more information
about what constitutes an Accredited Investor, please see the
Accredited Investor Supplement forming part of the Subscription
Form. If you are uncertain if you qualify as an Accredited Investor,
please contact your accountant, lawyer, advisor or dealer for advice.

VALUATION

How the Fund’s Units are Priced

The Fund calculates a separate Unit price (often referred to as “Class Net Asset Value Per Unit”, “NAV
Per Unit”, or “Unit Value”) for each Class of Units of the Fund by taking the Class’ proportionate share

22
of the Fund’s common assets less common liabilities and deducting from this amount all liabilities that
relate solely to a specific Class. The Class Net Asset Value Per Unit is derived by dividing the net asset
value of the Class (using the process described below) by the total number of Units of the Class
outstanding.

The Unit price will fluctuate with the value of the Fund’s investments. The price used for purchases,
switches, conversions and redemptions of Units will be the Class Net Asset Value Per Unit next
determined after the receipt by the Fund of the purchase, switch, conversion or redemption order. Unit
price is calculated in Canadian dollars on at least the last business day of each month that the Toronto
Stock Exchange is open for a full day of business, or more frequently at the discretion of the Manager
(each a “Valuation Day”). Initially, each day the Toronto Stock Exchange is open for business will be a
Valuation Day. If, at the discretion of the Manager, a less frequent Valuation Day is established, but still
at least on the last business day of each month that the Toronto Stock Exchange is open for a full day of
business, reasonable notice shall be given to Unitholders.

If the Fund receives your order prior to 4:00 p.m. (Toronto time) on any Valuation Day, the Fund will
process your order based on the Unit price for that Valuation Day. Otherwise, the Fund will process your
order at the Unit price on the next Valuation Day.

Net Asset Value

The net asset value of the Fund (the “Net Asset Value”) and of each Class of Units is determined as at the
close of business on every Valuation Day by the Trustee or its appointee in accordance with the Trust
Agreement. A separate Class Net Asset Value is calculated for each Class.

The Class Net Asset Value Per Unit of any Class on a Valuation Day is obtained by dividing the
aggregate value of the assets of the Fund less the aggregate amount of its liabilities, in each case
attributable to that Class by the total number of Units of the Class outstanding at the time the calculation
is made on the Valuation Date and adjusting the result to a maximum of three decimal places (rounded
down). The Net Asset Value of the Fund and of each Class are also calculated as of December 31 in each
calendar year, and such other day as agreed to from time to time by the Manager and the Trustee.

Valuation Principles

The fair market value of the assets and the amount of the liabilities of the Fund are calculated in such
manner as the Trustee in its sole discretion determines from time to time, subject to the following:

(a) the value of any cash on hand, on deposit or on call, prepaid expenses, cash dividends declared and
interest accrued and not yet received, is deemed to be the face amount thereof;

(b) the value of any bonds, debentures, and other debt obligations are valued by taking the average of the
bid and ask prices on a Valuation Day at such times as the Trustee, in its discretion, deems appropriate.
Short-term investments including notes and money market instruments are valued at cost plus accrued
interest;

(c) the value of any security, index futures or index options thereon which is listed on any recognized
exchange is determined by the closing sale price on the Valuation Day or, if there is no closing sale price,
the average between the closing bid and the closing asked price on the Valuation Day, all as reported by
any report in common use or authorized as official by a recognized stock exchange; provided that if such
stock exchange is not open for trading on that date, then on the last previous date on which such stock
exchange was open for trading;

(d) the value of any security or other asset for which a market quotation is not readily available is its fair

23
market value as determined by the Trustee;

(e) all expenses or liabilities (including fees payable to the Manager) of the Fund are calculated on an
accrual basis; and

(f) the value of any security or property to which, in the opinion of the Trustee, the above valuation
principles cannot be applied (whether because no price or yield equivalent quotations are available as
above provided, or for any other reason) will be the fair value thereof determined in such manner as the
Trustee from time to time provides.

Currently, the Fund is valued and may be bought in Canadian dollars only.

PURCHASES AND REDEMPTIONS

Purchases

Units are initially being offered at $10 per Unit. Thereafter, Units of each Class will be issued at the
applicable Class Net Asset Value Per Unit.

Your initial investment in Class A or F Units if you qualify as an Accredited Investor must be at least
$25,000 (and, generally, must be at least $150,000 if you do not qualify as an Accredited Investor). Any
subsequent purchase must be of at least $5,000. The initial and subsequent investment minimums in
relation to the Class I Units of the Fund are (subject to applicable securities registration restrictions)
negotiable with the Manager.

These minimum amounts may be changed by the Manager without giving any prior notice.

To purchase Units, you (or your dealer on your behalf) must submit a completed Subscription Form
(including, if you are purchasing as an Accredited Investor, an Accredited Investor Supplement) along
with your subscription payment. Where the purchase order is submitted by a registered dealer over an
electronic trading and settlement service, the dealer must provide the original supporting documents for
the purchase to the Manager (or its appointee) within 10 business days of the subject Valuation Day or the
order will be reversed and any shortfall resulting from the reversal will be an expense of the investor.
The Manager may accept or reject a subscription for Units within one business day of receiving it. If the
subscription is accepted you (or your dealer) will be sent a confirmation within seven days of the
applicable Valuation Day, which is your proof of the transaction. If you sign up for a pre-authorized
payment plan (as described below under “Optional Services”), you will only receive confirmation of the
first transaction made under the plan. If your order is not accepted, your subscription funds will be
returned, without interest.

The Fund does not issue a certificate when you purchase Units, but you will receive a confirmation of the
transaction (as described above). A record of the number of Units you own and their value appears on
your account statement.

Class A Units

You may be charged a sales charge when you purchase Class A Units. Such sales charge is negotiable
between you and your dealer. Please refer to “Fees and Expenses Payable Directly by You”. The amount
of compensation paid by the Manager to your dealer is referred to under “Dealer Compensation”.

24
Class F Units

Class F Units are only available with confirmation from your dealer organization that you are enrolled in
an eligible fee for service program and are subject to an annual advisory or asset based fee, rather than
commissions for each transaction. Therefore, no direct sales charges are payable on the purchase of Class
F Units and the Manager does not pay your dealer direct compensation for the sale of Class F Units. The
Fund may also issue Class F Units to other investors for whom the Manager does not incur any
distribution costs.

Class I Units

Class I Units are only available with confirmation from your dealer organization that you are enrolled in
an eligible fee for service or wrap program and are subject to an annual advisory or asset-based fee rather
than commissions for each transaction. Therefore, no direct sales charges are payable on the purchase of
Class I Units and the Manager does not pay your dealer direct compensation for the sale of Class I Units.

The Fund may also issue Class I Units to other investors for whom the Manager does not incur any
distribution costs.

The Manager is able to reduce its management fee rate on the Class F and Class I Units because its costs
are lower and because investors who purchase Class F or I Units will already have entered into a separate
agreement to pay account fees to their dealer organization for their individual investment program.

If the Manager becomes aware that you are no longer eligible to hold Class F or I Units, the Fund will
change your Class F or I Units for Class A Units after giving you 30 days’ notice. The Fund will not
make the change if you or your dealer notifies the Manager during the notice period that you are once
again eligible to hold Class F or I Units. When changing from Class F or I Units to Class A Units, your
dealer may charge you a front-end sales charge.

Conversions

You can convert from one Class of Units to another Class of Units of the Fund, as long as you meet the
minimum initial investment and minimum account balance requirements, as the case may be. This is
called a conversion. You can convert from one Class of Units to another Class of Units of the Fund
through your dealer. Your dealer may charge you a conversion fee.

A conversion of Units from one Class to another Class of the Fund should not be a disposition for tax
purposes and consequently should not result in a capital gain or loss to a converting Unitholder.

Redemptions

Redemption orders in respect of the Fund will be implemented based on the applicable Class Unit value
for the Fund determined as of the close of business on the first Valuation Day following which such
orders are deemed received.

Payment for any Units redeemed (including by reason of a mandatory redemption as described below or
upon termination of the Fund), less all taxes required to be withheld and any applicable redemption
charges (where Units are redeemed within 180 days of purchase) will be made by the Fund within three
business days of the determination of the redemption price.

Unless you request otherwise, the cheque representing the redemption proceeds will be mailed to your
address on the register of the Fund. If you so request, the Fund will wire the redemption proceeds to a
designated bank account on the day on which the redemption proceeds are made available by the Fund to

25
the Manager.

You may redeem your Units on demand by providing written notice. Your dealer is expected to forward
your redemption order to the Fund’s offices. Your written redemption order must have your signature
guaranteed by a bank, trust company or dealer for your protection.

Generally, there are no redemption charges payable when you redeem Units of the Fund. However,
because frequent trading in and out of the Fund may harm the Fund’s performance (since the Fund must
keep a higher level of cash equivalents in its portfolio in order to fund more redemptions than would
otherwise be required, and transaction costs may be incurred by the Fund), a short-term trading fee of 2%
may be charged if your Units are redeemed within 180 days of your purchase. Such short-term trading fee
is charged by the Fund, and the proceeds of such charge are retained by the Fund.

If the aggregate Unit price of Class A or F Units of the Fund in your account declines below $10,000 the
Fund may redeem all Units you hold by you after 15 days’ written notice, provided that you may, within
the notice period, increase your investment in Units of the respective Class of the Fund to a level which
meets the minimum requirement.

Under exceptional circumstances, the Fund may be unable to process your redemption orders. This would
most likely occur if market trading were suspended on stock and/or futures exchanges to which the Fund
has significant exposure. Payment of the redemption price of Units of the Fund that are subject to a
redemption order may be postponed.

The Fund may suspend the calculation of Unit value (of each Class) and the redemption of its Units in the
following cases:

(a) for any period when normal trading is suspended on any stock exchange, options
exchange or futures exchange on which securities are listed and traded, or on which
permitted derivatives are traded, which represent more than 50% in value or underlying
market exposure of the total assets of the Fund, without allowance for liabilities
(provided that such securities or derivatives are not traded on any other exchange that
represents a reasonably practical alternative for the Fund); or

(b) for any period in which the Manager determines that conditions exist which render
impractical the sale of Fund assets or impair the ability to determine the value of any of
the Fund’s assets.

If the right of redemption is suspended, a Unitholder may either withdraw his or her redemption request
or receive payment based on the Unit value next determined after the end of the suspension. The Fund
will not be permitted to issue Units during any period when the right to redeem Units is suspended.

The Fund may also temporarily postpone the right to redeem Units of the Fund if, for a particular
Valuation Day the Trustee, the Manager or their appointees have received (individually or collectively) a
redemption request or multiple redemption requests which, individually or collectively, represent a
redemption or redemptions of greater than 10% of the Net Asset Value of the Fund, but such
postponement shall only be until the next subsequent Valuation Day, at which time the request(s) for
redemption will be implemented. If requests for redemptions on a Valuation Day succeeding a Valuation
Day on which the right to redeem was suspended represent an amount equal to or greater than an
additional 10% of the Net Asset Value of the Fund, such additional redemption request(s) may be
postponed until the next Valuation Day. Such temporary postponement may also be applied to only part
of the redemptions requested, if the Manager or Trustee should so elect.

Information you will Receive on Purchases and Redemptions

26
The Fund will send you a confirmation statement for your initial purchase. Similarly, the Fund will send
you confirmations of additional purchases, conversions or redemptions of Units. The Fund will send
confirmations for pre-authorized payment plans and automatic withdrawal plans (each of which is
described below under “Optional Services”) for the first transaction only, unless you change instructions
on them.

If your account is considered a nominee account, your dealer will provide you with these materials.

DISTRIBUTIONS

The Fund intends to distribute sufficient net income and net realized capital gains, if any, to Unitholders
in each calendar year to ensure that the Fund is not liable for income tax under Part 1 of the Income Tax
Act (Canada) (the “Tax Act”), after taking into account any loss carry forwards and capital gain refunds.
All distributions will be made on a pro rata basis within each Class to each registered Unitholder as
determined as of the close of business on the date of distribution.
The costs, if any, of the distributions will be paid by the Fund.

REINVESTMENT

All distributions to Unitholders (less any amounts required by law to be deducted therefrom) will
automatically be reinvested for the account of each Unitholder in additional Units of the same Class at the
Class Net Asset Value Per Unit next determined after the declaration of the distribution, unless a
Unitholder elects in writing, with such election being received by the Manager at least 15 business days in
advance of the distribution to receive such distribution(s) in cash. No sales charge or commission is
payable by a Unitholder in connection with any such reinvestment.

OPTIONAL SERVICES

Pre-Authorized Payment Plan

Under a pre-authorized payment plan and subject to the required initial investment, you can indicate a
regular amount of investment (not less then $1,000) to be made periodically (including, but not limited to,
monthly, quarterly, semi-annually or annually) on the first Valuation Day of each applicable period and
the bank chequing account from which the investment is to be debited. You may suspend or terminate
such a plan on ten days’ prior written notice.

Automatic Withdrawal Plan

You can establish an automatic withdrawal plan. Under an automatic withdrawal plan, you can indicate a
regular amount of cash withdrawal (not less than $1,000) to be made periodically (including, but not
limited to, monthly, quarterly, semi-annually or annually) on the first Valuation Day of each applicable
period, and the bank chequing account to which the withdrawn amounts are to be credited. Withdrawals
will be made by way of redemption of Units, and it should be noted that if withdrawals are in excess of
distributions and net capital appreciation, they will result in encroachment on, or possible
exhaustion of, your original capital. To establish an automatic withdrawal plan in respect of Class A
Units of the Fund, your account must have a minimum value of $100,000. You may modify, suspend or
terminate an automatic withdrawal plan on ten days’ prior written notice.

FEES AND EXPENSES

The table below lists:

y all fees and expenses which are paid directly by the Fund before its Unit price is calculated, and

27
 which therefore indirectly reduce the value of your investment; and

y all fees and expenses payable directly by you.

Fees and Expenses Payable by the Fund

Management Fees Management Fees
The Fund will pay management fees to the Manager in respect of Class A
Units at the rate of 2.00% per annum of the Net Asset Value of the Fund
related to the Class A Units. The Fund will pay Management Fees to the
Manager in respect of Class F Units at the rate of 1.00% per annum of the
Net Asset Value of the Fund related to the Class F Units. The Management
Fees charged in respect of Class I Units are separately negotiable with the
Manager but will not exceed 2.00% of the value of the Unitholder’s
investment, and will be charged directly to the Unitholder (plus GST). For
each of the Classes, the Management Fees are calculated and accrued on each
Valuation Day and are payable monthly in arrears.
A significant portion of the Management Fees will be paid by the Manager to
WAM as compensation for their services to the Fund.

Performance Fees Performance Fees

The Fund will pay performance fees to the Manager equal to 20% of the
amount by which the Fund outperforms a high watermark (the “High
Watermark”), which is initially the offering price of $10 per Unit. On the first
Valuation Day on which the NAV Per Unit exceeds the offering price of $10,
Performance Fees are earned and the NAV Per Unit calculated on that
Valuation Day will become the new High Watermark. On any Valuation day
that the NAV Per Unit calculated exceeds the then current High Watermark,
if Performance Fees are earned and subsequently paid, the High Watermark
is reset to that Valuation Day’s NAV Per Unit. The Performance Fees
charged in respect of Class I Units are separately negotiable with the
Manager, and are charged directly to the investor (plus GST).
For each of the Classes, the Performance Fees are separately calculated and
accrued on each Valuation Day and are payable quarterly in arrears.
A significant portion of the Management Fees will be paid by the Manager to
WAM as compensation for their services to the Fund.

28
Operating Expenses The Fund pays all of its operating expenses. Expenses include audit fees,
trustee and custodial expenses, accounting and record keeping costs, legal
expenses, permitted prospectus preparation and filing expenses, bank related
fees and interest charges, Unitholder reports and servicing costs, and other
day-to-day operating expenses. The Fund also pays the Goods and Services
Tax (“GST”) on most of its fees and expenses. The Manager may, in its
discretion, pay certain expenses of the Fund.
The Fund is also responsible for the costs of its initial organization and the
initial offering of Units, including without limitation the fees and expenses of
counsel and the Fund’s auditors, which costs are not expected to exceed
$75,000 and will be amortized over a period of 3 years. Amortization of these
costs will commence at the earlier of the completion of three months of
operation of the Fund, or the Fund achieving subscriptions (net of any
redemptions) equal to $15 million.

Fees and Expenses Payable Directly by You

Management and Investors in Class I Units of the Fund are required to pay their Management
Performance Fees Fees and Performance Fees (plus GST) as negotiated with the Manager from
outside of the Fund.

Sales Charges You may be required to pay your dealer a sales commission of up to 5% of
the amount you invest in Class A Units, negotiable between you and your
dealer.
There are no sales charges on Class F or Class I Units. Instead, you will be
required to pay your dealer an advisory or asset-based fee in addition to the
Class F or Class I Management Fees.

Redemption Fees There are no redemption fees.

Short-term Trading Fee A short-term trading fee of 2% may be charged if you redeem Class A, F or I
Units within 180 days from the date of purchase. This fee is charged by, and
retained on behalf of, the Fund.

NSF Fees The Manager will charge you an NSF fee should any cheques or purchase
orders be returned because of insufficient funds in your account. The fee will
be $25 for each returned item.

Investors must be given advance notice of any change in the basis for calculation of a fee or expense that
is charged to the Fund or a Class of Units of the Fund which could result in an increase in charges to the
Fund or such Class. The Manager will provide at least 60 days prior written notice of any such change.
Such notice is not required in respect of such a change where the person or company charging the fee or
expense to the Fund is at arm’s length to the Manager, provided that Unitholders are given at least 30
days’ notice before the effective date of the change.

Soft Dollar Commissions

WAM will use commissions generated from the Fund’s trades only to pay for investment-related products
or services that directly assist WAM in its investment decision-making process and not in the
management of WAM. The investment decision-making process is considered to be qualitative and
quantitative and the related tools used by WAM in rendering investment advice to the Fund, including

29
financial analysis, trading and risk analysis, securities selection, broker selection, asset allocation, and
suitability analysis.

Administration Fees and Expenses

The Fund is responsible for the costs of its initial organization and the initial offering of Units, including
without limitation the fees and expenses of counsel and the Fund’s Auditors, which costs are not expected
to exceed $75,000 and will be amortized over a period of 3 years. Amortization of these costs will
commence at the earlier of the completion of three months of operation of the Fund, or the Fund
achieving subscriptions (net of any redemptions) equal to $15 million.

The Fund is responsible for the payment of all fees and expenses relating to its operation, including but
not limited to, audit, accounting, record keeping, legal fees and expenses, custody and safekeeping
charges, providing financial and other reports to Unitholders and convening and conducting meetings of
Unitholders, all taxes, assessments or other regulatory and governmental charges levied against the Fund,
and interest and all brokerage and other fees relating to the purchase and sale of the assets of the Fund.
The Fund is generally required to pay GST at the rate of 7% on the Management Fee, the Performance
Fee and most expenses which it pays.

Each Class of Units is responsible for the expenses specifically related to that Class and a proportionate
share of expenses that are common to all Classes of Units. The Manager will allocate expenses to each
Class of Units in its sole discretion as it deems fair and reasonable in the circumstances.

DEALER COMPENSATION

Sales Commission - When you purchase Class A Units you may be required to pay your dealer a sales
commission at the time of purchase. Such commission may be up to 5% of the amount you invest,
negotiable between you and your dealer.

Trailing Commission - The Manager will pay dealers a trailing commission at the end of each quarter at
an annual rate of up to 1% for the ongoing advice and services Unitholders received from such dealers
relating to Class A Units, calculated as a percentage of the aggregate Class A Unit price of the Units of
the Fund held by clients of the dealer. There are no trailing commissions paid to dealers with respect to
Class F or I Units because holders of such Classes will pay an advisory or asset-based fee directly to such
dealers in respect of such Units.

Performance Fees - The Manager will pay dealers a portion of any Performance Fees earned and
collected by the Manager relating to the value of Class A Units held by clients of the dealer. The Manager
will pay 10% of its Performance Fees to such dealers (i.e. 2 of the 20% Performance Fee). The Manager
may pay dealers a portion of any Performance Fees earned and collected by the Manager relating to the
value of Class F Units held by their clients (at rates not to exceed the rate provided above on Class A
Units).

Other Kinds of Dealer Compensation

The Manager may share with dealers up to 50% of their eligible costs in marketing Units of the Fund.
For example, the Manager may pay a portion of the costs of a dealer in advertising the availability of the
Fund through the financial advisors of that dealer.

The Manager may also pay part of the costs of a dealer in running a seminar to inform investors about the
Fund or about the general benefits of investing in the Fund. The Manager may also pay up to 10% of the
costs of some dealers to hold educational seminars or conferences for their financial advisors to teach
them about, among other things, new developments in the fund industry, financial planning or new
financial products. The dealer makes all decisions about where and when the conference is held and who
30
can attend.

The Manager may also arrange for seminars for financial advisors where the Manager informs them about
new developments in the Fund, the Manager’s or WAM’s products and services and fund industry
matters. The Manager will invite dealers to send their financial advisors to any such seminars and such
dealers (not the Manager) will decide who attends. The financial advisors will be required to pay their
own travel, accommodation and personal expenses of attending any such seminars.

The Manager may also provide dealers with non-monetary benefits of a promotional nature and of
minimum value and engage in business promotion activities that result in dealers receiving non-monetary
benefits.

Trail commissions, any share of Performance Fees, and the “Other Kinds of Dealer Compensation” are all
direct expenses of the Manager and are not charged separately to the Fund.

Related Dealers

Provided pricing, service and other terms are comparable, WAM may, from time to time, allocate
brokerage transactions to compensate brokerage firms for general investment research, statistical and
other similar services which assist in decision-making services to the Fund. None of WAM or the
Manager is under a contractual obligation to any party to allocate brokerage business.

The principal distributor of the Fund is WAMC. WAMC operates as a Limited Market Dealer in
accordance with the securities laws of Ontario.

INCOME TAX CONSIDERATIONS FOR INVESTORS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax
considerations under the Tax Act generally applicable to the Fund and to purchasers of Units of the Fund
who are individuals (other than trusts) resident in Canada, who deal at arm's length with, and are not
affiliated with, the Fund, and who will hold their Units as capital property, all within the meaning of the
Tax Act. Generally, Units will be considered to be capital property to a Unitholder provided that the
Unitholder does not hold the Units in the course of carrying on a business and has not acquired them in
one or more transactions considered to be an adventure in the nature of trade. Certain Unitholders who
might not otherwise be considered to hold their Units as capital property may, in certain circumstances, be
entitled to have their Units and every other “Canadian security” (as defined in the Tax Act) owned by
them treated as capital property by making the irrevocable election permitted by subsection 39(4) of the
Tax Act. This summary does not address the deductibility of interest by a Unitholder who has borrowed
money to acquire Units.

This summary is based upon the current provisions of the Tax Act, the regulations thereunder (the
“Regulations”), all specific proposals to amend the Tax Act and Regulations publicly announced by the
Department of Finance prior to the date hereof (the “Proposed Amendments”) and an understanding of
the current published administrative practices and assessing policies of the Canada Revenue Agency (the
“CRA”). While this summary assumes that the Proposed Amendments will be enacted as proposed, no
assurance can be given that this will be the case. Other than the Proposed Amendments, this summary
does not take into account or anticipate any changes in law, whether by legislative, governmental or
judicial action, or in the administrative practices and assessing policies of the CRA.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal
income tax considerations applicable to an investment in Units. It does not take into account the tax
laws of any province or territory or of any jurisdiction outside Canada. It is not intended to be, nor
should it be construed to be, legal or tax advice to any particular investor. Investors are urged to

31
consult with their own tax advisors for advice with respect to their particular circumstances.

Status of the Fund

This summary assumes that the Fund: (i) will qualify as a “mutual fund trust” as defined in the Tax Act
on completion of the Offering of Units hereunder, and will thereafter continuously qualify as a mutual
fund trust at all relevant times; (ii) will be able to and will elect within the prescribed time to be deemed
to be a mutual fund trust from the date it is established; and (iii) is not established or maintained primarily
for the benefit of non-residents. If the draft amendments to the Tax Act released by the Minister of
Finance (Canada) on September 16, 2004 are enacted as proposed, the Fund may cease to qualify as a
mutual fund trust for purposes of the Tax Act if at any time after 2004 the fair market value of all Units
held by non-residents of Canada or partnerships which are not “Canadian partnerships” for purposes of
the Tax Act is more than 50% of the fair market value of all issued and outstanding Units. A partnership
will only qualify as a Canadian partnership at a particular time if all of its members at that time are
resident in Canada. On December 6, 2004, the Minister of Finance (Canada) tabled a Notice of Ways and
Means Motion which did not include these Proposed Amendments, and it is counsel’s understanding that
further discussions will take place with the private sector before a decision is made concerning whether
these draft amendments will be enacted. The issue of ownership of a trust by non-resident persons and
partnerships other than Canadian partnerships was not addressed as part of the 2005 federal budget.

The Manager also intends to apply for registration of the Fund with the Canada Revenue Agency as a
registered investment. If accepted, the Units will continue to qualify as qualified investments for
registered plans even if the Fund does not qualify as a mutual fund trust.

If the Fund were not to qualify as a mutual fund trust, the income tax considerations described below
would, and those under “Eligibility for Investment” may, in some respects, be materially different.

Taxation of the Fund

In each taxation year, the Fund will be subject to tax under Part I of the Tax Act on the amount of its
income for the year (including net realized taxable capital gains (as described below)), less the portion
thereof that it deducts in respect of amounts paid or payable in the year to Unitholders. An amount will be
considered to be payable to a Unitholder in a year if it is paid in the year or if the Unitholder is entitled to
enforce payment of the amount in the year. The Manager has advised that the Fund intends to pay and
deduct a sufficient amount of its income (including net realized taxable capital gains) each year so that the
Fund will not be liable in any year for income tax under Part I of the Tax Act after taking into account
capital gains refunds (if any).

The Fund will be entitled for each taxation year throughout which it is a mutual fund trust to reduce (or
receive a refund in respect of) its liability, if any, for tax on its net realized capital gains by an amount
determined under the Tax Act based on the redemptions of Units during the year (“Capital Gains
Refund”). The Capital Gains Refund in a particular taxation year may not completely offset the tax
liability of the Fund for such taxation year which may arise upon the disposition of its property in
connection with the redemption of Units. The Trust Agreement provides that all or a portion of any
income or taxable capital gain realized by the Fund as a result of that redemption may, at the discretion of
the Trustee, be treated as income or taxable capital gain paid to, and designated as income or taxable
capital gain of, the redeeming Unitholders, and will be deductible by the Fund in computing its income.

The Fund is required to include in its income for each taxation year all interest that accrues to it to the end
of the year, or becomes receivable or is received by it before the end of the year, except to the extent that
such interest was included in computing its income for a preceding taxation year.

In computing its income for tax purposes, the Fund may deduct reasonable administrative, interest and

32
other expenses incurred to earn income and may generally deduct, over a five-year period at a rate of 20%
per year, pro-rated where the Fund’s taxation year is less than 365 days, the costs and expenses of this
offering paid by the Fund and not reimbursed.

Provided the Fund elects in accordance with the Tax Act to have each of its securities that constitutes a
“Canadian security” treated as capital property, gains and losses realized by the Fund on the disposition of
Canadian securities should be taxed as capital gains or capital losses. Upon the actual or deemed
disposition of a security held by the Fund as capital property, the Fund will realize a capital gain (or
capital loss) to the extent that the proceeds of disposition exceed (or are exceeded by) the adjusted cost
base of such property and any reasonable costs of disposition.

Taxation of Unitholders

A Unitholder will generally be required to include in computing income for a particular taxation year of
the Unitholder the portion of the net income, including the taxable portion of net realized capital gains, of
the Fund paid or payable to the Unitholder in that particular taxation year whether in cash or in additional
Units.

The non-taxable portion of any net realized capital gains of the Fund that is paid or payable to a
Unitholder in a taxation year will not be included in computing the Unitholder’s income for the year. Any
other amount in excess of the net income of the Fund that is paid or payable to a Unitholder in that year
will not generally be included in the Unitholder’s income for the year. However, where such an amount is
paid or payable to a Unitholder (other than as proceeds in respect of the redemption of Units), that amount
will reduce the adjusted cost base of the Units to the Unitholder. To the extent that the adjusted cost base
of a Unit would otherwise be a negative amount at the end of a taxation year, the negative amount will be
deemed to be a capital gain realized by the Unitholder and the adjusted cost base of the Unit to the
Unitholder will then be nil. Provided that appropriate designations are made by the Fund, such portion of
(a) the net realized taxable capital gains of the Fund (b) the foreign source income for the Fund and
foreign taxes eligible for the foreign tax credit and (c) the taxable dividends received by the Fund on
shares of taxable Canadian corporations as are paid or become payable to a Unitholder will effectively
retain their character and be treated as such in the hands of the Unitholder. To the extent that amounts are
designated as taxable dividends from taxable Canadian corporations, the normal gross-up and dividend
tax credit rules will apply.

The Net Asset Value Per Unit may reflect income and gains of the Fund that have accrued at the time
Units are acquired. Accordingly, a Unitholder who acquires Units may become taxable on the
Unitholder’s share of income and gains of the Fund that accrued before the Units were acquired.

Upon the disposition or deemed disposition of a Unit, whether on a redemption or otherwise, the
Unitholder will generally realize a capital gain (or capital loss) equal to the amount by which the
Unitholder’s proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base of
the Unit and any reasonable costs of disposition. Proceeds of disposition will not include an amount that
is otherwise required to be included in the Unitholder’s income, including any capital gain realized by the
Fund in connection with a redemption of Units which has been designated by the Fund to the redeeming
Unitholder.

The adjusted cost base of a Unit to a Unitholder will include all amounts paid or payable by the
Unitholder for the Unit, with certain adjustments. The cost to a Unitholder of additional Units received in
lieu of a cash distribution of income will be the amount of income distributed by the issue of those Units.
For the purpose of determining the adjusted cost base to a Unitholder when a Unit of a particular Class is
acquired, the cost of the newly-acquired Unit will be averaged with the adjusted cost base of all the Units
of the Class owned by the Unitholder as capital property immediately before that time. The cost of a Unit

33
received on the reinvestment of distributions of the Fund will be equal to the amount reinvested.

One-half of any capital gain realized by a Unitholder on a disposition or deemed disposition of Units and
the amount of any net taxable capital gains designated by the Fund in respect of a Unitholder will
generally be included in the Unitholder’s income as a taxable capital gain in the taxation year in which the
disposition occurs or in respect of which a net taxable capital gains designation is made by the Fund. One-
half of any capital loss realized by a Unitholder on a disposition or deemed disposition of Units may
generally be deducted only from taxable capital gains of the Unitholder in the year of disposition, in the
three preceding taxation years or in any subsequent year in accordance with the provisions of the Tax Act.

Generally, net income of the Fund paid or payable to a Unitholder that is designated as taxable dividends
from taxable Canadian corporations or as net realized capital gains and capital gains realized on the
disposition of Units may increase the Unitholder’s liability for alternative minimum tax.

ELIGIBILITY FOR INVESTMENT

Provided that the Fund qualifies as a “mutual fund trust” or is registered as a registered investment for the
purposes of the Tax Act, Units offered hereby will be qualified investments under the Tax Act for trusts
governed by registered retirement savings plans, registered retirement income funds, registered education
savings plans and deferred profit sharing plans.

REPORTING TO UNITHOLDERS AND MEETINGS OF UNITHOLDERS

Reporting to Unitholders

Unitholders will receive annual and interim statements setting out the assets and portfolio securities
owned by the Fund.

The fiscal year end of the Fund is December 31. Unitholders will be sent audited annual financial
statements within 90 days of year end and unaudited semi-annual interim financial statements within 60
days. Unitholders will receive the applicable required tax form(s) no later than March 31 of each year.

The Manager will keep or will cause to be kept adequate books and records reflecting the activities of the
Fund. A Unitholder or its duly authorized representative will have the right to examine the books and
records of the Fund during normal business hours at the offices of the Manager from time to time.
Notwithstanding the foregoing, a Unitholder shall not have access to any information which, in the
opinion of the Manager, should be kept confidential in the interests of the Fund.

Meetings of Unitholders

The Fund will not hold regular meetings, however the Manager may convene a meeting of Unitholders, or
a Class of Unitholders, as it considers appropriate or advisable from time to time. The Trustee must also
call a meeting of Unitholders or of a Class of Unitholders on the written request of Unitholders holding
not less than 50% of the outstanding Units of the Fund (or of a Class with respect to a Class meeting) in
accordance with the Trust Agreement, provided that in the event of a request to call a meeting of
Unitholders made by such Unitholders, the Trustee shall not be obliged to call any such meeting until it
has been satisfactorily indemnified by such Unitholders against all costs of calling and holding such
meeting.

Units of a Class shall vote separately as a Class if the notice calling the meeting so provides.

Not less than 21 nor more than 50 days’ notice will be given of any meeting of Unitholders. The quorum
at any meeting is two or more Unitholders present in person or by proxy unless called by Unitholders in
which case quorum is two or more Unitholders, in person or by proxy, representing not less than 50% of
34
the Units, or Units of a Class, as applicable, then outstanding. If no quorum is present at such meeting
when called, unless such meeting was called by the Unitholders, in which case it shall be dissolved, the
meeting will be adjourned by the Manager to a date and time determined by the Manager, and at the
adjourned meeting the Unitholders then present in person or represented by proxy will form the necessary
quorum, if notice of the adjourned meeting is given.

Any consent of Unitholders under the Trust Agreement must be given by not less than 51% of the Units
or Units of a Class, as applicable, voted in respect of the matter.

AMENDMENTS TO THE TRUST AGREEMENT AND TERMINATION OF THE FUND

The Trust Agreement may be amended by the Manager, with the approval of the Trustee, upon notice to
Unitholders if the amendment is not a material change, is not one of the matters specified in the Trust
Agreement as requiring Unitholder approval or restrict any protection provided for the Trustee or increase
the responsibilities of the Trustee. In addition, certain amendments such as those relating to errors or
amendments or which enhance the rights of Unitholders may be made by the Manager and the Trustee
without any prior notice to or approval of Unitholders, and certain amendments such as those relating to a
proposed change in fees payable by the Fund may be made with prior notice to (but without approval of)
Unitholders.

The Class attributes set by the Manager may be amended without notice to Unitholders if the amendment,
in the opinion of the Manager, is for the protection of or benefit to Unitholders of that Class.

Amendments which require Unitholder approval include changes to the fundamental investment
objectives or restrictions of the Fund, or if the auditor of the Fund is changed.

The Fund may be terminated on the occurrence of certain events stipulated in the Trust Agreement. The
Manager may resign as Manager of the Fund, or the Trustee may resign as trustee of the Fund, and in
either case if no successor is appointed, the Fund will be terminated. On termination of the Fund, the
Trustee will distribute the assets of the Fund in cash or in kind in accordance with the Trust Agreement.

RESALE RESTRICTIONS

Units are not transferable except by operation of law or with the consent of the Manager. There is no
formal market for the Units and none is expected to develop. Furthermore, this offering of Units is not
qualified by way of prospectus and, consequently, the resale of Units will be subject to restrictions under
applicable securities legislation. Unitholder may not be able to resell Units and may only be able to
redeem them. Investors are advised to seek legal advice prior to any resale of Units.

WHAT ARE YOUR LEGAL RIGHTS?

If you purchase Units you will have certain rights, some of which are described below. For information
about your rights you should consult a lawyer.

Two Day Cancellation Right

You can cancel your agreement to purchase Units. To do so, you must send a notice to the Manager by
midnight on the second business day after you sign the Subscription Form.

Rights of Action for Damages or Rescission

Securities legislation in certain of the provinces of Canada provides investors with (or requires that
investors be provided contractually with), in addition to any other right they may have at law, rights of
rescission or damages, or both, where an offering memorandum and any amendment thereto contains a
35
misrepresentation (as such term may be defined in the applicable statute). However, such rights must be
exercised by the subscriber within the prescribed time limits and are subject to the defences contained in
applicable securities legislation. Investors should refer to the applicable provisions of such securities
legislation for the particulars of these rights or consult with a legal advisor.

The following summary is subject to the express provisions of the relevant securities laws and regulations
thereunder and reference is made thereto for the complete text of such provisions. The following is a
summary of the rights of rescission or to damages, or both, available to investors under the securities
legislation of the specified provinces of Canada or provided by contract. Such rights are expressly
conferred upon investors in the subscription agreement to be executed by investors in connection with the
offering contemplated hereby. The rights of action discussed below are in addition to and without
derogation from any other rights or remedies available at law to the subscriber.

Ontario and Alberta. Securities legislation (and/or rules promulgated thereunder) in the Provinces of
Ontario and Alberta provides that investors resident in such provinces purchasing under this Offering
Memorandum will have the rights of action provided in the Securities Act (Ontario) and the Securities Act
(Alberta), as the case may be, and that such rights must be described in this Offering Memorandum. Such
rights are described below.

If this Offering Memorandum, together with any amendment hereto, contains an untrue statement of a
material fact or omits to state a material fact that is required to be stated or that is necessary in order to
make any statement herein not false or misleading in light of the circumstances in which it was made
(herein called a “misrepresentation”), an investor who purchases Units during the period of distribution
will be deemed to have relied upon such misrepresentation if it was a misrepresentation on the date of
purchase and will have, subject as hereinafter provided, a right of action for damages which must be
commenced not more than the earlier of (i) 180 days after the investor first had knowledge of the facts
giving rise to the cause of action or (ii) three years after the date the Units were purchased hereunder, or,
alternatively, for rescission, which must be commenced not more than 180 days after the date the Units
were purchased hereunder, provided that:

y the Fund will not be held liable under this paragraph if the investor purchased the Units with
knowledge of the misrepresentation;

y in an action for damages, the Fund will not be liable for all or any portion of such damages that it
proves do not represent the depreciation in value of the Units as a result of the misrepresentation
relied upon; and

y in no case will the amount recoverable under this paragraph exceed the price at which the Units
were sold to the investor.

Nova Scotia. The Securities Act (Nova Scotia) provides that, subject to certain limitations, where this
Offering Memorandum, together with any amendment to this Offering Memorandum, or any advertising
or sales literature (as such terms are defined in the Securities Act (Nova Scotia)) disseminated in
connection with this offering, contains a misrepresentation that was a misrepresentation at the time of
purchase, a purchaser who purchases a security covered by this Offering Memorandum, or an amendment
to this Offering Memorandum, will be deemed to have relied on the misrepresentation and has a right of
action for damages against the Fund. Alternatively, the purchaser may elect to exercise a right of
rescission against the Fund, in which case the purchaser will have no right of action for damages.

The foregoing rights are subject to, among other limitations, the following:

y no action shall be commenced to enforce any of the foregoing rights more than 120 days after the
36
 date on which the payment was made for the Units;

y no person or company will be liable if it proves that the purchaser purchased the Units with
knowledge of the misrepresentation;

y in the case of an action for damages, no person or company will be liable for all or any portion of
the damages that it proves does not represent the depreciation in value of the Units as a result of
the misrepresentation relied upon; and

y in no case will the amount recoverable in any action exceed the price at which the Units were
offered under this Offering Memorandum or amendment to this Offering Memorandum to the
purchaser.

In addition no person or company other than the Fund is liable if the person or company proves that:

y this Offering Memorandum or the amendment to this Offering Memorandum was sent or
delivered to the purchaser without the person’s or company’s knowledge or consent and that, on
becoming aware of its delivery, the person or company gave reasonable general notice that it was
delivered without the person’s or company’s knowledge or consent;

y after delivery of this Offering Memorandum or the amendment to this Offering Memorandum and
before the purchase of the securities by the purchaser, on becoming aware of any
misrepresentation in this Offering Memorandum, or amendment to this Offering Memorandum,
the person or company withdrew the person’s or company’s consent to this Offering
Memorandum, or amendment to this Offering Memorandum, and gave reasonable general notice
of the withdrawal and the reason for it; or

y with respect to any part of this Offering Memorandum or amendment to this Offering
Memorandum purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an
extract from, a report, an opinion or a statement of an expert, the person or company had no
reasonable grounds to believe and did not believe that (iii) there had been a misrepresentation, or
that (iv) the relevant part of this Offering Memorandum or amendment to this Offering
Memorandum (A) did not fairly represent the report, opinion or statement of the expert, or (B)
was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

Furthermore no person or company other than the Fund is liable with respect to any part of this Offering
Memorandum or amendment to this Offering Memorandum not purporting (a) to be made on the
authority of an expert; or (b) to be a copy of, or an extract from, a report, opinion or statement of an
expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable
grounds for a belief that there had been no misrepresentation; or (ii) believed that there had been a
misrepresentation.

If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into,

this Offering Memorandum or amendment to this Offering Memorandum, the misrepresentation is
deemed to be contained in this Offering Memorandum or amendment to this Offering Memorandum.

British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, Newfoundland and Prince Edward
Island. Investors resident in British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick,
Newfoundland and Prince Edward Island will be provided with the same rights of rescission or damages
as those provided to investors resident in Ontario and Alberta. Such rights are described above.

37
 CERTIFICATE

Dated May 31, 2006

This offering memorandum does not contain a misrepresentation.

WEBB ASSET MANAGEMENT CANADIAN

PERFORMANCE FUND BY ITS MANAGER,
WEBB ASSET MANAGEMENT CANADA, INC.

By:
Kenneth McCord
President and Chief Executive Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF

WEBB ASSET MANAGEMENT CANADA, INC.

Kenneth McCord Derek H. Webb

1
 WEBB ASSET MANAGEMENT CANADIAN PERFORMANCE FUND

Additional information about the Fund is available in the Fund’s most recent financial statements from
time to time.

You can obtain a copy of the Fund’s constating document and financial statements (commencing after the
preparation of financial statements for the first fiscal year end of the Fund) at your request and at no cost
by calling toll free 1-866-611-9590, or from your financial advisor or by e-mail to info@WAMfunds.com
or over the internet at www.WAMfunds.com.

Manager of the Fund: Webb Asset Management Canada, Inc.

26 Wellington Street East
Suite 920
Toronto, Ontario
M5E 1S2