Monegy High Yield Bond Fund Unit Traded Fund (UTF)

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1 A copy of this preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities in each of the provinces and territories of Canada. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended or any state securities laws and may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of those laws. See Plan of Distribution. PRELIMINARY PROSPECTUS Initial Public Offering March 31, 2016 Monegy High Yield Bond Fund Unit Traded Fund (UTF) Maximum $ ( Class A Units and/or Class T Units) Monegy High Yield Bond Fund (the Fund ) is a closed-end investment fund established under the laws of the Province of Ontario that proposes to issue convertible Class A Units (the Class A Units ) and traded Class T Units (the Class T Units and, together with the Class A Units, the Units ) of the Fund at a price of $10.00 per Class A Unit and Class T Unit (the Offering ). The Class T Units are designed for fee-based and/or institutional accounts. The Class A Units will not be listed on a stock exchange, but will be convertible into Class T Units on a weekly basis. The Fund uses the Unit Traded Fund (UTF) structure. See Unit Traded Fund Structure. The investment objectives of the Fund are to provide holders of Units (the Unitholders ) with a high level of total return through a combination of: (i) monthly cash distributions; and (ii) the opportunity for capital appreciation, by investing in a portfolio comprised primarily of High Yield (as defined below) fixed income securities issued by U.S. corporations (the Portfolio ) actively managed by Monegy, Inc. (the Portfolio Manager or Monegy ). See Investment Objectives. BMO Nesbitt Burns Inc. (the Manager or BMONBI ), as manager of the Fund, will be responsible or arrange for the management and administration of the Fund. Monegy will act as the portfolio manager of the Fund and will be responsible for implementing the investment strategies of the Fund. See Organization and Management Details of the Fund. The Manager will pay all fees and all expenses of the Offering exceeding 0.50% of the gross proceeds of the Offering. As a result, the net asset value per Unit immediately following the Closing will be at least $9.95. Price: $10.00 per Class A Unit or Class T Unit Minimum purchase: 100 Class A Units or Class T Units

2 Price to the Public (1) Net Proceeds to the Fund (2)(3) Per Class A Unit... $10.00 $10.00 Per Class T Unit $10.00 $10.00 Total Minimum Offering (4)... $10,000,000 $10,000,000 Total Maximum Offering (4)... $ $ Notes: (1) The Offering price was established by negotiation between the Manager and the Agents (as defined below). (2) No compensation will be paid by the Fund to the Agents. The Manager will pay a fee to the Agents equal to $0.45 per Class A Unit and $0.20 per Class T Unit issued. See Plan of Distribution and Fees and Expenses. (3) Before deducting the expenses of the Offering. The Manager will pay all fees and all expenses of the Offering exceeding 0.50% of the gross proceeds of the Offering. As a result, the net asset value per Unit immediately following the Closing will be at least $9.95. See Use of Proceeds and Fees and Expenses. (4) There will be no Closing unless at least 1,000,000 Units are sold. If subscriptions for a minimum of 1,000,000 Units have not been received within 90 days following the date of issuance of a receipt for the final prospectus, the Offering may not continue without the consent of the securities authorities and those who have subscribed for Units on or before such date. Class A Units are intended to be purchased under the Offering by investors who intend to hold their Class A Units for at least thirty-six (36) months with the understanding that an Early Exchange Fee (as defined below) will apply if the Class A Units are converted or redeemed prior to the Automatic Conversion Date (as defined below). Thirty-six (36) months after the Closing the Class A Units will automatically convert into Class T Units and trade on the Toronto Stock Exchange (the TSX ). See Attributes of the Securities. There is currently no market through which the Units may be sold and purchasers may not be able to resell securities purchased under this prospectus. The Fund has applied to list the Class T Units on the TSX. Listing will be subject to the Fund fulfilling all the initial listing requirements of the TSX, including distribution of the Units to a minimum number of public holders. The Class A Units will not be listed on a stock exchange; however, holders of Class A Units may convert Class A Units into Class T Units on a weekly basis and it is expected that liquidity for the Class A Units will be primarily obtained by means of conversion into Class T Units and the sale of those Class T Units on the TSX. See Plan of Distribution and Attributes of the Securities Conversion of Class A Units. There is no assurance that the Fund will be able to achieve its investment objectives. The Class T Units may trade at a discount to the Net Asset Value per Class T Unit. The terms and conditions attaching to Class T Units have been designed to attempt to reduce or eliminate a market value discount from the NAV per Class T Unit by way of the Fund s mandatory market purchase program, as described under Attributes of the Securities Mandatory Market Purchase Program. In addition, the Fund may enter into a total return swap ( Swap ) in respect of the Class T Units which the Manager anticipates will cause the Class T Units to trade closer to the NAV per Class T Unit. See Attributes of the Securities Total Return Swap. See Risk Factors for a discussion of certain factors that should be considered by prospective investors in the Units including with respect to the Fund s use of leverage. The Fund is not a trust company and, accordingly, is not registered under the trust company legislation of any jurisdiction. Units are not deposits within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under provisions of such legislation or any other legislation. See Risk Factors. BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Canaccord Genuity Corp., GMP Securities L.P., Raymond James Ltd., Desjardins Securities Inc., Global Securities Corporation, Industrial Alliance Securities Inc., Laurentian Bank Securities Inc., Mackie Research Capital Corporation, Manulife Securities Incorporated and PI Financial Corp. (collectively, the Agents ) conditionally offer the Units on a best efforts basis, subject to prior sale, if, as and when issued by the Fund and accepted by the Agents in accordance with the conditions contained in the Agency Agreement (as defined below), and subject to the approval of certain legal matters on behalf of the Fund and the Manager by Blake, Cassels & Graydon LLP and on behalf of the Agents by McCarthy Tétrault LLP. See Plan of Distribution. BMONBI is one of the Agents in connection with the Offering. BMONBI is also the promoter of the Fund, may provide leverage to the Fund, will administer the operations of the Fund pursuant to the Management Agreement (as defined below) and will receive fees therefor and may enter into the Recirculation Agreement (as defined below) with the Fund. BMO Asset Management Inc. ( BMOAM ) will provide fund accounting and valuation services to the Fund and Monegy will provide portfolio advisory services to the Fund. Each of BMONBI, BMOAM and Monegy is ii -

3 an affiliate of Bank of Montreal. Accordingly, the Fund may be considered a connected issuer of BMONBI under applicable securities legislation by virtue of BMONBI s relationship with the Fund. See Relationship between the Fund and Agents. Subscriptions for Units will be received subject to acceptance or rejection in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to occur on or about, 2016 (the Closing Date ), or such later date as the Fund and the Agents may agree, but in any event not later than 90 days after the issuance of a receipt for the final prospectus of the Fund. Registrations and transfers of Units will be effected through the book-entry only system administered by CDS Clearing and Depository Services Inc. Beneficial owners will not have the right to receive physical certificates evidencing their ownership. See Plan of Distribution and Attributes of the Securities - Registration of Units iii -

4 TABLE OF CONTENTS PROSPECTUS SUMMARY...1 SUMMARY OF FEES AND EXPENSES...7 Fees and Expenses Payable by the Manager...7 Fees and Expenses Payable by the Fund...8 Fees and Expenses Payable Directly by Unitholders...8 INFORMATION FROM THIRD-PARTY SOURCES...10 FORWARD LOOKING STATEMENTS...10 GLOSSARY OF TERMS...11 OVERVIEW OF THE LEGAL STRUCTURE OF THE FUND...15 INVESTMENT OBJECTIVES...15 UNIT TRADED FUND STRUCTURE...15 INVESTMENT STRATEGIES...16 Investment Process...16 Use of Derivatives...17 Currency Hedging...17 Leverage...17 U.S. High Yield Bond Fund...18 Indicative Portfolio...20 OVERVIEW OF THE SECTOR THAT THE FUND INVESTS IN...24 INVESTMENT RESTRICTIONS...29 FEES AND EXPENSES...30 Fees and Expenses Payable by the Manager...30 Fees and Expenses Payable by the Fund...30 Fees and Expenses Payable by Unitholders...31 RISK FACTORS...32 DISTRIBUTION POLICY...36 PURCHASES OF UNITS...37 Method to Purchase Units...37 REDEMPTION OF UNITS...38 Annual Redemption of Class T Units...38 Monthly Redemption...38 Exercise of Redemption Right...39 Resale of Units Tendered for Redemption...39 Suspension of Redemptions...39 INCOME TAX CONSIDERATIONS...40 Status of the Fund...40 Taxation of the Fund...41 Taxation of Unitholders...43 Tax Implications of the Fund s Distribution Policy Page

5 Taxation of Registered Plans...44 ORGANIZATION AND MANAGEMENT DETAILS OF THE FUND...44 The Manager...44 Directors and Certain Executive Officers of the Manager...45 The Portfolio Manager...46 Brokerage Arrangements...47 Conflicts of Interest...48 Independent Review Committee...48 The Trustee...49 The Custodian...50 Fund Accounting...50 Auditor...50 Transfer Agent and Registrar...51 Promoter...51 Accounting and Reporting...51 CALCULATION OF NET ASSET VALUE...51 Calculation of Net Asset Value and NAV per Unit...51 Valuation Policies and Procedures of the Fund...51 Reporting of Net Asset Value...52 ATTRIBUTES OF THE SECURITIES...52 Description of the Securities Distributed...52 Conversion of Class A Units...53 Registration of Units...54 Voting Rights in the Portfolio Securities...54 Mandatory Market Purchase Program...54 Total Return Swap...55 Take-over Bids...55 UNITHOLDER MATTERS...56 Meetings of Unitholders...56 Matters Requiring Unitholder Approval...56 Amendments to the Declaration of Trust...56 Reporting to Unitholders...57 Exchange of Tax Information...57 TERMINATION OF THE FUND...57 USE OF PROCEEDS...58 PLAN OF DISTRIBUTION...58 RELATIONSHIP BETWEEN THE FUND AND AGENTS...59 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...59 PROXY VOTING DISCLOSURE FOR PORTFOLIO SECURITIES HELD...59 MATERIAL CONTRACTS

6 EXPERTS...60 PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...60 INDEPENDENT AUDITOR S REPORT... F-1 MONEGY HIGH YIELD BOND FUND STATEMENT OF FINANCIAL POSITION... F-2 MONEGY HIGH YIELD BOND FUND NOTES TO THE STATEMENT OF FINANCIAL POSITION... F-3 CERTIFICATE OF THE FUND, THE MANAGER AND THE PROMOTER...C-1 CERTIFICATE OF THE AGENTS...C

7 PROSPECTUS SUMMARY The following is a summary of the principal features of the offering (the Offering ) and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. Unless otherwise indicated, all references to dollar amounts in this prospectus are to Canadian dollars. Issuer: Unit Traded Fund Structure: Offering: Monegy High Yield Bond Fund (the Fund ) is a closed-end investment fund established as a trust under the laws of the Province of Ontario pursuant to a declaration of trust (the Declaration of Trust ) dated as of, See Overview of the Legal Structure of the Fund. The Fund uses the Unit Traded Fund (UTF) structure which has been developed to accomplish two goals: (i) to enable the Fund to invest substantially all of the gross proceeds from the Offering in the Portfolio; and (ii) to encourage the Class T Units to trade in the market at a price not less than 98.5% of their net asset value throughout the life of the Fund. See Unit Traded Fund Structure. The Offering consists of convertible Class A Units (the Class A Units ) and traded Class T Units (the Class T Units and, together with the Class A Units, the Units ) of the Fund at a price of $10.00 per Class A Unit and Class T Unit (the Offering ). The Class T Units are designed for fee-based and/or institutional accounts. The Class A Units will not be listed on a stock exchange but will be convertible into Class T Units on a weekly basis. Class A Units are intended to be purchased under the Offering by investors who intend to hold their Class A Units for at least thirty-six (36) months with the understanding that an Early Exchange Fee (as defined below) will apply if the Class A Units are converted or redeemed prior to the Automatic Conversion Date. Class A Units will be automatically converted into Class T Units on, 2019 (the Automatic Conversion Date ), with no Early Exchange Fee. Holders of Class T Units cannot convert Class T Units into Class A Units. While on Closing the NAV per Unit of each class will be the same, after the closing of the Offering the NAV per Unit of each class will not be the same as a result of different distributions payable and management fees charged to each class of Units. See Attributes of the Securities, Plan of Distribution and Fees and Expenses. Maximum Issue: Minimum Issue: Price: $ ( Units). $10,000,000 (1,000,000 Units). $10.00 per Class A Unit and Class T Unit. Minimum Subscription: 100 Class A Units or Class T Units ($1,000). Investment Objectives: Investment Strategies: The investment objectives of the Fund are to provide holders of Units (the Unitholders ) with a high level of total return through a combination of: (i) monthly cash distributions; and (ii) the opportunity for capital appreciation, by investing in a portfolio comprised primarily of High Yield fixed income securities issued by U.S. corporations (the Portfolio ) actively managed by Monegy, Inc. (the Portfolio Manager or Monegy ). See Investment Objectives. The Portfolio will be actively managed by Monegy, and will be comprised primarily of High Yield fixed income securities (bonds and debentures) issued by U.S. corporations. The Fund aims to provide access to the High Yield fixed income markets that would otherwise be difficult for retail investors to obtain directly. Monegy s investment process seeks to provide long term outperformance over full credit

8 cycles, while minimizing default risk, and providing downside protection. Monegy aims to avoid defaults and major principal losses through rigorous initial screening and a strong sell discipline while focusing on higher quality issuers with solid fundamentals. Monegy seeks to deliver high yield returns with less realized volatility than the broader High Yield market. Monegy s investment process combines quantitative portfolio screening tools with traditional fundamental credit analysis to construct highly diversified high yield portfolios on a bottom-up basis, with a top-down sector overlay aimed at minimizing undue sector or issuer concentrations. While the Portfolio Manager will invest primarily in High Yield fixed income securities, the Portfolio Manager may use derivatives such as options, futures, forward contracts, swaps and other derivative instruments for both hedging and non-hedging purposes to, among other things, seek to: (i) protect the Fund against potential losses; (ii) reduce the impact of volatility on the Fund; and (iii) gain exposure to securities without buying the securities directly. The Portfolio Manager will have the discretion to invest up to 10% of the NAV of the Fund in securities of mutual funds or exchange traded funds managed by BMONBI or other mutual fund managers. See Investment Strategies. Currency Hedging: Leverage: The Portfolio will include securities denominated primarily in U.S. dollars. The Portfolio Manager will hedge substantially all of the U.S. dollar exposure back to the Canadian dollar, however, it is not intended that the interest and other distributions on the Portfolio Securities will be hedged back to the Canadian dollar. See Investment Strategies Currency Hedging. The Fund may use various forms of leverage, including through borrowings and margin facilities, in an amount not exceeding 33.3% of the Total Assets, for the purposes of purchasing additional securities for the Portfolio. Accordingly, at the time such leverage is incurred, the maximum amount of leverage that the Fund could employ is 1.50:1 (total long positions (including leveraged positions) divided by the net assets of the Fund). If at any time the amount of leverage employed to purchase additional securities exceeds the threshold, the Portfolio Manager will cause the leverage to be reduced to below such threshold as soon as reasonably practicable. The amount of leverage, if any, used by the Fund will vary from time to time based on the Portfolio Manager s assessment of market conditions and cash flow requirements. Initially, the Fund is expected to employ leverage of approximately 30% of the Total Assets. The Fund may also (but is not required to) borrow up to 5% of the value of the Total Assets for various purposes, including to effect market purchases of Class T Units, maintain liquidity and fund redemptions. See Investment Strategies Leverage and Risk Factors. Distribution Policy: The Fund will not have a fixed distribution but intends to pay monthly cash distributions based on, among other things, the actual and expected returns on the Portfolio. The Manager will annually determine in of each year the indicative distribution amounts for the year based upon the prevailing market conditions and an estimate of distributable cash flow from the Portfolio for such year. The Fund intends to make monthly distributions to Unitholders of record on the last Business Day of each month. Distributions will be paid on a Business Day designated by the Manager that will be on or about the 15th day of the following month. The monthly distributions are initially targeted to be $0.05 per Class A Unit ($0.60 per annum per Class A Unit) representing an annual yield of 6.0% on the $10.00 per Class A Unit issue price and $ per Class T Unit ($0.70 per annum per Class T Unit)

9 representing an annual yield of 7.0% on the $10.00 per Class T Unit issue price. The initial cash distribution is anticipated to be payable to Unitholders of record on, 2016, based on an anticipated closing date of, In order for the Fund to maintain a stable NAV per Unit while making the initial targeted monthly distribution (assuming an offering size of $50 million and expenses are as disclosed herein), the Portfolio would be required to generate a return of approximately 6.47% per annum with respect to the Class A Units and 6.38% per annum with respect to the Class T Units through interest and other income or distributions on the Portfolio Securities, capital appreciation or a combination of the foregoing. Based on the anticipated composition of the Portfolio, initial leverage of 30% of the Total Assets and the expected interest and other income or distributions on the Portfolio Securities, the Portfolio is expected to generate net cash flow that exceeds the initial targeted distribution level for the Class A Units and the Class T Units. If the return on the Portfolio and the increase in the value of the Portfolio is less than the amount necessary to fund the monthly distributions and all expenses of the Fund and if the Manager chooses nevertheless to ensure that the monthly distributions are paid to Unitholders, this will result in a portion of the capital of the Fund being returned to Unitholders and, accordingly, the Net Asset Value per Unit would be reduced. If in any taxation year, after the monthly distributions, there would remain in the Fund additional net income or net realized capital gains, the Fund will, after December 15 but on or before December 31 of the calendar year in which such taxation year ends and before the end of any other taxation year of the Fund, be required to pay or make payable such net income and net realized capital gains as one or more year-end special distributions to Unitholders as is necessary to ensure that the Fund will not be liable for income tax on such amounts under Part I of the Tax Act (after taking into account all available deductions, credits and refunds). The amount of distributions may fluctuate from month to month and there can be no assurance that the Fund will make any distribution in any particular month or months or that the indicative distribution target will be met. The Fund intends that the monthly distributions will be paid in cash. However, year-end special distributions may be paid in cash and/or Units from time to time. See Investment Objectives, Risk Factors and Distribution Policy. Termination: Use of Proceeds: The Fund does not have a fixed termination date and may be terminated by Extraordinary Resolution of the Unitholders. The Manager may, in its discretion, terminate the Fund without the approval of Unitholders if, in the opinion of the Manager, the NAV of the Fund is reduced as a result of redemptions or otherwise so that it is no longer economically feasible to continue the Fund and/or it would be in the best interests of the Unitholders to terminate the Fund. Upon termination, the net assets of the Fund will be distributed to Unitholders on a pro rata basis based on relative NAV per Unit. The Fund will issue a press release at least 15 days and not more than 90 days prior to a termination date. See Termination of the Fund. The Fund will use substantially all of the gross proceeds of the Offering to acquire the Portfolio Securities. See Use of Proceeds. Redemption of Units: Commencing in 2019, Class T Units (and, in 2019, Class A Units) may be surrendered annually for redemption during the period from until 5:00 p.m. (Toronto time) on the last Business Day in of each year (the Annual Redemption Notice Period ) subject to the Fund s right to suspend redemptions in certain circumstances. Class T Units (and, in 2019, Class A Units) properly surrendered for redemption during the Annual Redemption Notice

10 Period will be redeemed on the second last Business Day in of each year (the Annual Redemption Date ) and the Unitholder will receive payment on or before the 15th Business Day following the Annual Redemption Date. Redeeming Unitholders will receive a redemption price per Class T Unit equal to the Net Asset Value per Class T Unit on the Annual Redemption Date, less any costs and expenses incurred by the Fund in order to fund such redemption, including brokerage costs, if any. Conversion of Class A Units into Class T Units: A holder of Class A Units may convert such Class A Units into Class T Units on a weekly basis and it is expected that liquidity for the Class A Units will be obtained primarily by means of conversion into Class T Units and the sale of such Class T Units through the facilities of the TSX. Class A Units may be converted in any week on the first Business Day of such week ( Conversion Date ) by delivering a notice and surrendering such Class A Units by 5:00 p.m. (Toronto time) at least five Business Days prior to the applicable Conversion Date. For each Class A Unit so converted, a holder will receive that number of Class T Units that is equal to the NAV per Class A Unit as of the close of trading on the Conversion Date divided by the NAV per Class T Unit as of the close of trading on the Conversion Date. No fractions of a Class T Unit will be issued upon any conversion of Class A Units and any fractional amounts will be rounded down to the nearest whole number of Class T Units. Any conversion of Class A Units into Class T Units prior to the Automatic Conversion Date will be subject to an early exchange fee payable by the Unitholder (the Early Exchange Fee ) per Class A Unit converted equal to: (i) 3% of NAV per Class A Unit from Closing until and including the last Business Day of the 12 th month following Closing; (ii) 2% of NAV per Class A Unit from the first Business day of the 13 th month following Closing until and including the last Business Day of the 24 th month following Closing; and (iii) 1% of NAV per Class A Unit from the first Business Day of the 25 th month following Closing until the Automatic Conversion Date. Immediately prior to conversion, the Fund will redeem such number of Class A Units as is necessary to pay the Early Exchange Fee from the redemption proceeds. The Early Exchange Fee will be remitted by the Fund, on behalf of the holder, to the Manager. Class A Units will be automatically converted into Class T Units on, 2019 (the Automatic Conversion Date ). No Early Exchange Fee will apply when Class A Units are automatically converted into Class T Units on the Automatic Conversion Date. Based on counsel s understanding of the current administrative position of the CRA, a conversion of Class A Units into Class T Units will not constitute a disposition of such Class A Units for the purposes of the Tax Act. The redemption of any Class A Unit in order to pay an Early Exchange Fee will generally result in a capital gain (or capital loss) for the redeeming Unitholder. An amount equal to the Early Exchange Fee paid by a Unitholder on a conversion of Class A Units into Class T Units will be added to the cost of the Class T Units received on the conversion. See Income Tax Considerations Taxation of Unitholders. Mandatory Market Purchase Program: To seek to enhance liquidity and provide market support for the Class T Units, the Declaration of Trust provides that the Fund will undertake a mandatory market purchase program pursuant to which the Fund will offer to purchase any Class T Units offered in the market at a price that is 98.5% or less of the latest NAV per Class T Unit. Pursuant to the mandatory market purchase program, the Fund will purchase up to a maximum amount in any rolling 10 trading day period of 10% of the number of Class T Units outstanding at the beginning of such 10 trading day period, subject to a limit of 2% of the number of Class T Units outstanding each day and subject to the terms set out in the Declaration of Trust. See

11 Attributes of the Securities Mandatory Market Purchase Program. Risk Factors: An investment in the Fund involves risks. In addition to the considerations set out elsewhere in this prospectus, the following are certain risk factors and considerations related to the Fund which prospective investors should consider before purchasing Units: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) no assurance of achieving investment objectives; risks relating to fluctuations in the value of Portfolio Securities and performance of the Portfolio; general risks of investing in debt securities; high-yield securities; risks relating to use of leverage; illiquid securities; concentration risk; reliance on the Manager and the Portfolio Manager; volatility in the trading price of Class T Units; risks relating to redemptions and market purchases; Class A Units will not be listed on any exchange; risks associated with multiple classes of units; risks relating to market disruptions; risks relating to global financial developments; tax related risks; cybersecurity risk; risks relating to ownership interest; loss of investment risk; changes in legislation and regulatory environment; the possibility that Portfolio Securities may be cease-traded; lack of prior operating history of the Fund; risks relating to the status of the Fund; potential conflicts of interest; risks relating to the nature of the Units; and the Fund is not a trust company. See Risk Factors. Income Tax Considerations: A Unitholder who is an individual resident in Canada will generally be required to include in computing income for a particular taxation year of the Unitholder the amount of the

12 Fund s net income, including the taxable portion of the net realized capital gains of the Fund, paid or payable to the Unitholder in that particular year, whether paid in cash or Units. To the extent that amounts payable to Unitholders are designated by the Fund as taxable capital gains, those amounts will be treated as taxable capital gains realized by such Unitholders. To the extent so designated by the Fund, foreign source income earned by, and foreign tax paid by, the Fund will be treated as foreign source income of, and foreign tax paid by, Unitholders for purposes of determining whether Unitholders are entitled to claim a foreign tax credit for their share of such foreign tax paid by the Fund. To the extent that distributions to a Unitholder who holds Units as capital property exceed the Unitholder s share of the Fund s net income and net realized capital gains for the taxation year of the Fund, the excess will not be included in the Unitholder s income but will reduce the adjusted cost base of the Unitholder s Units, and if a negative adjusted cost base results, the Unitholder will be considered to realize a capital gain equal to such negative amount. A Unitholder who disposes of Units held as capital property (on redemption or otherwise) will generally realize a capital gain (or capital loss) to the extent that the proceeds of disposition of the Units exceed (or are less than) the adjusted cost base of such Units and any reasonable costs of disposition. Each investor should satisfy himself or herself as to the federal, provincial and territorial tax consequences of an investment in the securities offered hereby by obtaining advice from his or her tax advisor. See Income Tax Considerations. Eligibility for Investment: Organization and Management of the Fund: In the opinion of Blake, Cassels & Graydon LLP, counsel to the Fund, and McCarthy Tétrault LLP, counsel to the Agents, provided that the Fund qualifies as a mutual fund trust within the meaning of the Tax Act, the Units, if issued on the date hereof, would be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts. Unitholders planning to hold their Units in a tax-free savings account, registered retirement savings plan or registered retirement income fund should consult their own tax advisor regarding whether the Units would be prohibited investments for purposes of the Tax Act for such plan trusts. See Income Tax Considerations - Taxation of Registered Plans. Manager BMO Nesbitt Burns Inc. will act as the manager of the Fund and will perform or arrange for the performance of management and administration services for the Fund. The principal office of the Manager is located at 1 First Canadian Place, 100 King Street West, 3 rd Floor Podium, P.O. Box 150, Toronto, Ontario, M5X 1H3. See Organization and Management Details of the Fund The Manager. Portfolio Manager Monegy, Inc. will be retained as the portfolio manager of the Fund and will be responsible for implementing the investment strategies of the Fund. Monegy is the boutique high yield asset management specialist within BMO Global Asset Management, and is ultimately owned by the Bank of Montreal. Monegy has been managing high yield bond and loan portfolios for 16 years, and offers investors a broad suite of fund vehicles, including separate accounts for investments over $50 million, mutual funds, pooled funds or collective investment trusts. As of February 29, 2016, Monegy had US$1.8 billion in total assets under management. See Organization and Management Details of the Fund - The Portfolio Manager

13 Promoter The Manager may be considered a promoter of the Fund within the meaning of the securities legislation of certain provinces or territories of Canada by reason of its initiative in organizing the Fund. See Organization and Management Details of the Fund Promoter. Trustee at its location in Toronto, Ontario, is the trustee of the Fund. See Organization and Management Details of the Fund The Trustee. Custodian, at its principal offices in Toronto, Ontario, will act as custodian (the Custodian ) of the assets of the Fund. See Organization and Management Details of the Fund The Custodian. Valuation Agent BMO Asset Management Inc., at its principal office in Toronto, Ontario, has been retained as the valuation agent of the Fund (the Valuation Agent ) to provide fund accounting and valuation services to the Fund. See Organization and Management Details of the Fund Fund Accounting. Transfer Agent and Registrar CST Trust Company, at its principal offices in Toronto, Ontario, will be appointed the registrar, transfer agent and distribution agent for the Units pursuant to a registrar, transfer agency and distribution agency agreement to be entered into as of the Closing Date. See Organization and Management Details of the Fund Transfer Agent and Registrar. Auditor The auditor of the Fund is PricewaterhouseCoopers LLP, Chartered Professional Accountants, Licensed Public Accountants, located in Toronto, Ontario. See Organization and Management Details of the Fund Auditor. Agents: BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Canaccord Genuity Corp., GMP Securities L.P., Raymond James Ltd., Desjardins Securities Inc., Global Securities Corporation, Industrial Alliance Securities Inc., Laurentian Bank Securities Inc., Mackie Research Capital Corporation, Manulife Securities Incorporated and PI Financial Corp. (collectively, the Agents ) conditionally offer the Units on a best efforts basis, subject to prior sale, if, as and when issued by the Fund and accepted by the Agents in accordance with the conditions contained in the Agency Agreement, and subject to the approval of certain legal matters on behalf of the Fund and the Manager by Blake, Cassels & Graydon LLP and on behalf of the Agents by McCarthy Tétrault LLP. SUMMARY OF FEES AND EXPENSES The following tables contain a summary of the fees and expenses payable by the Manager, the Fund and the Unitholders. The fees and expenses payable by the Fund and the Unitholders will reduce the value of the Unitholders investment in the Fund. For further particulars, see Fees and Expenses. Fees and Expenses Payable by the Manager Type of Fee Amount and Description

14 Fees Payable to the Agents: Expenses of the Offering: $0.20 per Class T Unit (2.0%) and $0.45 per Class A Unit (4.5%). The Agents fees will be paid by the Manager. In addition to the Agents fees, the Manager will pay all expenses of the Offering exceeding 0.50% of the gross proceeds of the Offering. The Manager estimates the expenses of the Offering to be approximately $550,000. Fees and Expenses Payable by the Fund Type of Fee Expenses of the Offering: Management Fees: Operating Expenses: Market Purchases: Amount and Description The Fund will bear the expenses incurred in connection with the Offering, estimated to be $550,000, subject to a maximum of 0.50% of the gross proceeds of the Offering. The Fund will pay to the Manager an annual management fee (the Management Fee ) with respect to the Units equal to 1.0% per annum of the NAV of the Class T Units and 2.0% per annum of the NAV of the Class A Units, as applicable, accrued and calculated daily and payable monthly in arrears, plus applicable taxes. The Fund will pay for all ordinary expenses incurred in connection with its operation and administration estimated to be $200,000 per annum plus applicable taxes. Notwithstanding the foregoing, if the gross proceeds of the Offering are less than $20 million, then the maximum amount payable by the Fund in respect of such expenses will be not greater than 1% of the gross proceeds of the Offering (the Expense Cap ); however, if, at any time, as a result of subsequent offerings of securities by the Fund, the Net Asset Value of the Fund exceeds $20 million, then the Expense Cap will be eliminated. The Fund will also be liable for the costs of all Portfolio transactions which it may incur from time to time, the cost of leverage and for any extraordinary expenses incurred from time to time. Ordinary expenses will include mailing and printing expenses; fees payable to the Custodian, Valuation Agent, Trustee, auditor, legal advisors and other parties engaged by the Fund to perform certain financial, record keeping, reporting and general administrative services; out-of-pocket expenses of the Manager; regulatory filing, stock exchange and licensing fees; and fees payable to members of the independent review committee. In connection with any market purchases of Class T Units by the Fund (as discussed under Attributes of the Securities Mandatory Market Purchases ), the Fund will pay to the Manager the following amounts, if any, as partial compensation for the fees and expenses the Manager paid in connection with the Offering: if the purchase is made at a discount to the then current NAV of the Class T Units purchased, the Fund will pay to the Manager an amount (inclusive of taxes) equal to such discount. The maximum amount that the Manager may be paid in respect of any market purchase is 3.0% of the NAV of the Class T Units purchased. Such amounts will only be paid if the Class T Units purchased by the Fund are cancelled and will not be paid by the Fund once the Manager has received, together with any Early Exchange Fees and Class T Monthly Redemption Fees, an aggregate amount equal to the fees and expenses paid by it in relation to the Offering and any future offering. To the extent that a purchase is made at a price that is greater than a 3.0% discount to the then current NAV per Class T Unit, the amount of the balance will be accretive to the NAV of the Fund. Fees and Expenses Payable Directly by Unitholders Type of Fee Amount and Description Early Exchange and Monthly Redemption Fee: Any conversion of Class A Units into Class T Units prior to the Automatic Conversion Date and any monthly redemption of Class A Units will be subject to the Early Exchange Fee payable by the Unitholder per Class A Unit converted or redeemed, as the case may be,

15 equal to: (i) 3% of NAV per Class A Unit from Closing until and including the last Business Day of the 12 th month following Closing; (ii) 2% of NAV per Class A Unit from the first Business day of the 13 th month following Closing until and including the last Business Day of the 24 th month following Closing; and (iii) 1% of NAV per Class A Unit from the first Business Day of the 25 th month following Closing until the Automatic Conversion Date. Any monthly redemption of Class T Units will be subject to a redemption fee (the Class T Monthly Redemption Fee ) equal to 3.0% of the NAV of the Class T Units redeemed. No fee is payable by a Unitholder who redeems a Class T Unit on an Annual Redemption Date or for conversion of Class A Units into Class T Units on the Automatic Conversion Date. In the case of a conversion of a Class A Unit, immediately prior to conversion the Fund will redeem such number of Class A Units as is necessary to pay the Early Exchange Fee. The Early Exchange Fee or the Class T Monthly Redemption Fee, as applicable, will be remitted by the Fund, on behalf of the Unitholder, to the Manager. However, no redemption fee will be payable by Unitholders, nor will any fee be payable by the Fund, upon a termination of the Fund by the Manager. No redemption fee will be payable by Unitholders once the Manager has received, together with any fees in respect of market purchases, an aggregate amount equal to the fees and expenses paid by it in relation to the Offering or any future offering. See Fees and Expenses - Fees and Expenses Payable by Unitholders and Termination of the Fund

16 INFORMATION FROM THIRD-PARTY SOURCES Certain information contained in this prospectus is taken from third party sources. Additionally, certain of the information contained in this prospectus relating to publicly traded securities and the issuers of those securities is taken from and based solely upon information published by such issuers. None of the Manager, the Portfolio Manager, the Fund, or any of the Agents has independently verified the accuracy or completeness of any such information and investors should use caution in placing reliance on such information. FORWARD LOOKING STATEMENTS Certain statements in this prospectus are forward looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend and similar expressions to the extent they relate to the Fund, the Manager, the Portfolio Manager or the Agents. Forward-looking statements are not historical facts but reflect the current expectations of the Manager or the Portfolio Manager regarding future results or events. Such forward-looking statements reflect the Manager s or the Portfolio Manager s current beliefs and are based on information currently available to it. Forward looking statements involve significant risks and uncertainties. A number of factors could cause actual results or events to differ materially from current expectations. Some of these risks, uncertainties and other factors are described in this prospectus under the heading Risk Factors. Although the forward-looking statements contained in this prospectus are based upon assumptions that the Manager, the Portfolio Manager and the Agents believe to be reasonable, none of the Manager, the Portfolio Manager, the Fund or the Agents can assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained herein were prepared for the purpose of providing prospective investors with information about the Fund and may not be appropriate for other purposes. None of the Fund, the Manager, the Portfolio Manager or the Agents assume any obligation to update or revise them to reflect new events or circumstances, except as required by law

17 GLOSSARY OF TERMS In this prospectus, the following terms shall have the meanings set forth below, unless otherwise indicated Act has the meaning ascribed thereto under Plan of Distribution. affiliate has the meaning ascribed thereto in the Business Corporations Act (Ontario). Agency Agreement means the agency agreement dated as of, 2016 among the Fund, the Manager, the Portfolio Manager and the Agents. Agents means, collectively, BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Canaccord Genuity Corp., GMP Securities L.P., Raymond James Ltd., Desjardins Securities Inc., Global Securities Corporation, Industrial Alliance Securities Inc., Laurentian Bank Securities Inc., Mackie Research Capital Corporation, Manulife Securities Incorporated and PI Financial Corp. Annual Redemption Date means the second last Business Day in of each year commencing in Annual Redemption Notice Period has the meaning ascribed thereto under Redemption of Units. Automatic Conversion Date means, Benchmark Index has the meaning ascribed thereto under Investment Strategies U.S. High Yield Bond Fund. BMOAM means BMO Asset Management Inc. BMONBI means BMO Nesbitt Burns Inc., in its capacity as manager of the Fund. Broad High Yield Index has the meaning ascribed thereto under Investment Strategies U.S. High Yield Bond Fund. Business Day means any day on which the TSX is open for business. Capital Gains Refund has the meaning ascribed thereto under Income Tax Considerations Taxation of the Fund. Cash Equivalents means (i) cash on deposit with the Custodian or a broker; (ii) an evidence of indebtedness that has a remaining term to maturity of 365 days or less and that is issued, or fully and unconditionally guaranteed as to principal and interest, by (A) any of the Federal or Provincial Governments of Canada, (B) U.S. federal, state or local governments, (C) U.S. government agencies or (D) a Canadian financial institution (provided that in the case of (A), (B) or (C), such evidence of indebtedness has a rating of at least R-1 (mid) by DBRS Limited or the equivalent rating from another designated rating organization); or (iii) other cash cover as defined in NI CDS means CDS Clearing and Depository Services Inc. CDS Participant means a participant in CDS. Class A Meeting has the meaning ascribed thereto under Unitholder Matters Meetings of Unitholders. Class A Monthly Redemption Amount has the meaning ascribed thereto under Redemption of Units. Class A Units means the units of the Fund designated as Class A Units. Class T Meeting has the meaning ascribed thereto under Unitholder Matters Meetings of Unitholders. Class T Monthly Redemption Amount has the meaning ascribed thereto under Redemption of Units. Class T Monthly Redemption Fee has the meaning ascribed thereto under Fees and Expenses Fees and Expenses Payable by Unitholders. Class T Units the means the units of the Fund designated as Class T Units. Closing means the closing of the Offering on the Closing Date. Closing Date means the date of the Closing, which is expected to be on or about, 2016 or such later date as the Fund and the Agents may agree, but in any event not later than 90 days after the issuance of a receipt for the final prospectus of the Fund. Closing Market Price means, in respect of a security on a particular date, the closing price of such security on the TSX on such date (or such other stock exchange on which such security is listed) or, if there was no trade on the relevant date, the

18 average of the last bid and the last asking prices of the security on the TSX on such date (or such other stock exchange on which the security is listed). Counterparty has the meaning ascribed thereto under Attributes of the Securities Total Return Swap. CRA means the Canada Revenue Agency. Custodian means, the custodian of the assets of the Fund, and its successors or assigns. Custodian Agreement means the custodian agreement entered into on or prior to the Closing Date between the Fund and the Custodian as it may be amended from time to time. Declaration of Trust means the declaration of trust of the Fund dated, 2016 establishing the Fund under the laws of the Province of Ontario. DFA Rules has the meaning ascribed thereto under Risk Factors Tax Matters Affecting the Fund. Early Exchange Fee has the meaning ascribed thereto under Fees and Expenses Fees and Expenses Payable by Unitholders. Extraordinary Resolution means a resolution passed by the affirmative vote of at least 66 2 / 3 % of the votes cast either in person or by proxy, at a meeting of Unitholders called for the purpose of considering such resolution or in writing pursuant to the Declaration of Trust. Fund means Monegy High Yield Bond Fund, a trust established under the laws of the Province of Ontario pursuant to the Declaration of Trust. High Yield in respect of a security means the security is rated below investment grade (lower than BBB by S&P or lower than Baa by Moody s, or comparably rated by other designated rating organizations), or unrated but determined by the Portfolio Manager to be of comparable quality, provided that a determination by the Portfolio Manager that a security is High Yield shall be conclusive for purposes herein and provided that if a security receives different ratings from S&P or Moody s, the Portfolio Manager will use the lower rating. High Yield Fund has the meaning ascribed thereto under Investment Strategies U.S. High Yield Bond Fund. Indicative Portfolio means the portfolio of securities that would have been included in the Portfolio had the Fund been in existence on February 29, IRC means the independent review committee of the Fund. Management Agreement has the meaning ascribed thereto under Organization and Management Details of the Fund The Manager. Management Fee has the meaning ascribed thereto under Fees and Expenses Management Fee. Manager means BMONBI, in its capacity as the registered investment fund manager of the Fund. Market Price in respect of a security on a date means the weighted average trading price on the TSX (or such other stock exchange on which such security is listed), for the 10 trading days immediately preceding such date. Monegy means Monegy, Inc. Monthly Redemption Date means the second last Business Day of each month other than the month of the Annual Redemption Date. Moody s means Moody s Investor Service, Inc. NAV means net asset value. Net Asset Value of the Fund or NAV of the Fund on a particular date will be equal to (i) the Total Assets, less (ii) the aggregate fair value of the liabilities of the Fund. Net Asset Value per Class A Unit or NAV per Class A Unit means, on any date, the number obtained by dividing the NAV of the Fund attributable to the Class A Units on such date by the total number of Class A Units outstanding on such date

19 Net Asset Value per Class T Unit or NAV per Class T Unit means, on any date, the number obtained by dividing the NAV of the Fund attributable to the Class T Units on such date by the total number of Class T Units outstanding on such date. Net Asset Value per Unit or NAV per Unit means, for a class of Units on any date, the number obtained by dividing the NAV of the Fund on such date attributable to the class of Units by the total number of Units of that class outstanding on such date. NI means National Instrument Investment Funds of the Canadian Securities Administrators, as it may be amended from time to time. NI means National Instrument Independent Review Committee for Investment Funds of the Canadian Securities Administrators, as it may be amended from time to time. Non-Portfolio Income has the meaning ascribed thereto under Income Tax Considerations Taxation of the Fund. Offering means the offering of a minimum of 1,000,000 Units and a maximum of Units at a price of $10.00 per Class A Unit and Class T Unit, as contemplated in this prospectus. Ordinary Resolution has the meaning ascribed thereto under Unitholder Matters Matters Requiring Unitholder Approval. plan trust has the meaning ascribed thereto under Income Tax Considerations Status of the Fund. Portfolio has the meaning ascribed thereto under Investment Objectives. Portfolio Issuer means an issuer of Portfolio Securities. Portfolio Management Agreement has the meaning ascribed thereto under Organization and Management Details of the Fund The Portfolio Manager. Portfolio Manager means Monegy, Inc., in its capacity as the portfolio manager of the Fund. Portfolio Securities means the securities held in the Portfolio. Recirculation Agreement has the meaning ascribed thereto under Redemption of Units Resale of Units Tendered for Redemption. Redemption Notice has the meaning ascribed thereto under Redemption of Units Exercise of Redemption Right. S&P means Standard & Poor s, a division of The McGraw-Hill Companies, Inc. Securities Act means Securities Act (Ontario), R.S.O. 1990, c. S.5, as it may be amended from time to time. Sharpe Ratio means the average return earned in excess of the risk-free rate per unit of volatility or total risk. SIFT Rules means the provisions of the Tax Act providing for a tax on certain income earned by a SIFT partnership or distributed by a SIFT trust, as those terms are defined in the Tax Act. substituted property has the meaning ascribed thereto under Income Tax Considerations Taxation of the Fund. Swap has the meaning ascribed thereto under Attributes of the Securities Total Return Swap. Tax Act means the Income Tax Act (Canada) and the regulations thereunder, as they may be amended from time to time. Tax Proposals has the meaning ascribed thereto under Income Tax Considerations. Termination Date has the meaning ascribed thereto under Termination of the Fund. Total Assets means the aggregate fair value of the assets of the Fund as determined in accordance with the terms of the Declaration of Trust. Trustee means, in its capacity as trustee of the Fund. TSX means the Toronto Stock Exchange. Unitholder means, unless the context requires otherwise, a holder of a Unit. Units means, collectively, the Class A Units and the Class T Units

20 U.S. means the United States of America. U.S. Securities Act has the meaning ascribed thereto under Plan of Distribution. Valuation Agent means BMOAM, the valuation agent of the Fund, and its successors and assigns. Valuation Day means any day that the TSX is open for trading. Valuation Time has the meaning ascribed thereto under Calculation of Net Asset Value Calculation of Net Asset Value and NAV per Unit. $ means Canadian dollars, unless otherwise indicated

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