The Fund has been created to invest in an actively managed portfolio comprised primarily of convertible debentures of Canadian energy issuers. First Asset Investment Management Inc. (“First Asset”) believes that Convertible Debentures of Canadian energy issuers provide investors with a good risk adjusted way to invest in the energy sector, through of a combination of stable current income, security of principal and the opportunity for capital appreciation.

The Fund’s investment objectives are to provide holders of Units with:

1. monthly distributions initially targeted to be 7% per annum on the subscription price of $10.00 per Unit ($0.05833 per Unit per month or $0.70 per annum); and
2. the opportunity for capital appreciation.

The Portfolio will be actively managed by First Asset, co-led by portfolio managers Lee Goldman and John Stephenson.

On or about June 30, 2011, the Fund will convert to an open-end mutual fund.

Prospective purchasers may purchase Units either by cash payment or by an exchange of freely tradeable securities of each class or series of securities described in the prospectus.