Series B, US Dollar Hedged Series F

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1 SIMPLIFIED PROSPECTUS Russe Funds June 30, 2015 No securities reguatory authority has expressed an opinion about these securities and it is an offence to caim otherwise. The funds and their securities offered under this Simpified Prospectus are not registered with the United States Securities and Exchange Commission and they are sod in the United States ony in reiance on exemptions from registration. Russe LifePoints Portfoios Series of Units Russe LifePoints Conservative Income Portfoio B, B-5, E, F, F-5,O 1 Russe LifePoints Baanced Income Portfoio B, B-5, E, F, F-5,O 1 Russe LifePoints Baanced Portfoio B, B-6, E, F, F-6,O 1 Russe LifePoints Baanced Growth Portfoio B, B-7, E, F, F-2, F-7,O 1 Russe LifePoints Long-Term Growth Portfoio B, E, F,O 1 Russe LifePoints A Equity Portfoio B, E, F,O 1 Russe LifePoints Cass Portfoios 2 Series of Shares Russe LifePoints Conservative Income Cass Portfoio B, B-5, E, F, F-5, O Russe LifePoints Baanced Income Cass Portfoio B, B-5, E, F, F-5, O Russe LifePoints Baanced Cass Portfoio B, B-6, E, F, F- 6, O Russe LifePoints Baanced Growth Cass Portfoio B, B-7, E, F, F-2, F-7, O Russe LifePoints Long-Term Growth Cass Portfoio B, E, F, O Russe LifePoints A Equity Cass Portfoio B, E, F, O Russe Group of Funds Russe Canadian Cash Fund Russe Canadian Fixed Income Fund Russe Infation Linked Bond Fund Russe Canadian Equity Fund Russe US Equity Fund Russe Overseas Equity Fund Russe Goba Equity Fund Series of Units O A, B O A, B A, B A, B A, B Russe Sovereign Investment Program Series of Units Russe Short Term Income Poo A, B, E, F, O Russe Fixed Income Poo A, B, B-3, E, F, F-3, O, P, US Doar Hedged Series B, US Doar Hedged Series F Russe Goba Unconstrained Bond Poo A, B, E, F, O Russe Goba High Income Bond Poo A, B, E, F, O, US Doar Hedged Series B, US Doar Hedged Series F Russe Canadian Dividend Poo A, B, E, F, O Russe Focused Canadian Equity Poo A, B, E, F, O Russe Canadian Equity Poo A, B, E, F, O Russe Goba Smaer Companies Poo 3 A, B, E, F, O Russe Focused US Equity Poo A, B, E, F, O Russe US Equity Poo A, B, E, F, O Russe Overseas Equity Poo A, B, E, F, O Russe Focused Goba Equity Poo A, B, E, F, O Russe Goba Equity Poo A, B, E, F, O Russe Emerging Markets Equity Poo A, B, E, F, O Russe Goba Infrastructure Poo A, B, E, F, O, P Russe Goba Rea Estate Poo A, B, E, F, O Russe Money Market Poo A, B, E, F, O Russe Muti-Asset Fixed Income 4 B, B-3, E, F, F-3,O 1 Russe Income Essentias Portfoio B, B-5, B-6, B-7, E, E-5, E-7, F, F-5, F-6, F-7, O, O-7 Russe Rea Assets Portfoio A, B, E, F, O Russe Diversified Monthy Income Portfoio B-5, B-7, E-5, E-7, F-5, F-7, O, O-7 Russe Muti-Asset Growth & Income B, B-5, B-6, B-7, E, E-5, E-7, F, F-5, F-6, F-7, O, O-7 Russe Sovereign Investment Casses 2 Series of Shares Russe Short Term Income Cass B, E, F, O, US Doar Hedged Series B, US Doar Hedged Series F Russe Fixed Income Cass B, B-3, B-5, E, E-3, E-5, F, F-3, F-5, O, US Doar Hedged Series B, US Doar Hedged Series B-5, US Doar Hedged Series F Russe Goba Unconstrained Bond Cass B, E, F, O Russe Goba High Income Bond Cass B, E, F, O Russe Canadian Dividend Cass B, E, F, O, US Doar Hedged Series B Russe Focused Canadian Equity Cass B, E, F, O Russe Canadian Equity Cass B, E, F, O Russe Goba Smaer Companies Cass 3 B, E, F, O Russe Focused US Equity Cass B, E, F, O Russe US Equity Cass B, E, F, O Russe Overseas Equity Cass B, E, F, O Russe Focused Goba Equity Cass B, E, F, O Russe Goba Equity Cass B, E, F, O Russe Emerging Markets Equity Cass B, E, F, O Russe Goba Infrastructure Cass B, E, F, O Russe Money Market Cass B, E, F, O Russe Muti-Asset Fixed Income Cass 4 B, B-3, E, F, F-3 Russe Income Essentias Cass Portfoio B, B-5, B-6, B-7, E, E-5, E-6, E-7, F, F-5, F-6, F-7,O, O-7, US Doar Hedged Series B-5, US Doar HedgedSeries F-5 Russe Diversified Monthy Income Cass B, B-5, B-7, E, E-5, E-7, F, F-5,F-7, Portfoio O, O-7, US Doar Hedged Series B-5, US Doar Hedged Series F-5 Russe Muti-Asset Growth & Income Cass B, B-5, B-6, B-7, E, E-5, E-7, F, F-5, F-6, F-7, O, O-7 1 Series O of the Russe LifePoints Portfoios and Russe Muti-Asset Fixed Income were formery caed Series A 2 The Russe Sovereign Investment Casses and the Russe LifePoints Cass Portfoios are casses of shares of Russe Investments Corporate Cass Inc. 3 Russe Goba Smaer Companies Poo & Russe Goba Smaer Companies Cass were formery caed Russe Smaer Companies Poo & Russe Smaer Companies Cass 4 Russe Muti-Asset Fixed Income & Russe Muti-Asset Fixed Income Cass were formery caed Russe LifePoints Fixed Income Portfoio & Russe LifePoints Fixed Income Cass Portfoio

2 Tabe of Contents Introduction 4 What is a mutua fund and what are the risks of investing in a mutua fund? 7 What is a mutua fund? 7 What is the difference between a Corporate Fund and a Trust Fund? 7 What is risk? 7 What are the genera risks of investing in a mutua fund? 7 What are the specific risks of investing in a mutua fund? 8 Organization and management of the Russe Funds 14 Purchases, switches and redemptions 17 Description of series offered by the Funds 17 How we determine the Security price for each series of a Fund 18 Purchasing, redeeming and switching Securities of the Funds 19 Purchasing Securities of the Funds 19 Redeeming Securities of the Funds 22 Switching Securities of a Fund 24 Short-term trading 27 Optiona services 28 Systematic purchase program 28 Systematic withdrawa program 28 Russe Sovereign automatic rebaancing program 28 Doar-cost averaging program 28 Fees and expenses 30 Deaer compensation 36 Saes fees 36 Traier fees 37 Marketing and promotiona fees 40 Deaer compensation from management fees 40 Income tax considerations for investors 41 Corporate Funds 41 Trust Funds 41 Funds hed in a Registered Pan 42 Funds not hed in a Registered Pan 42 Service fees 45 What are your ega rights? 46 Specific information about each of the mutua funds described in this document 47 Introduction 47 The Russe investment process 47 Investment styes 47 Use of derivatives 50 Use of securities ending 52 Leveraged ETFs, God and Siver 53 Commodity ETFs 53 Who shoud invest in this Fund? 54 Distribution poicy 55 Russe LifePoints Conservative Income Portfoio 58 Russe LifePoints Baanced Income Portfoio 62 Russe LifePoints Baanced Portfoio 66 Russe LifePoints Baanced Growth Portfoio 70 Russe LifePoints Long-Term Growth Portfoio 74 Russe Investments // Simpified Prospectus // Russe Funds

3 Tabe of Contents CONTINUED Russe LifePoints A Equity Portfoio 77 Russe LifePoints Conservative Income Cass Portfoio 80 Russe LifePoints Baanced Income Cass Portfoio 84 Russe LifePoints Baanced Cass Portfoio 88 Russe LifePoints Baanced Growth Cass Portfoio 92 Russe LifePoints Long-Term Growth Cass Portfoio 96 Russe LifePoints A Equity Cass Portfoio 99 Russe Canadian Cash Fund 102 Russe Canadian Fixed Income Fund 104 Russe Infation Linked Bond Fund 106 Russe Canadian Equity Fund 108 Russe US Equity Fund 111 Russe Overseas Equity Fund 114 Russe Goba Equity Fund 117 Russe Short Term Income Poo 120 Russe Fixed Income Poo 123 Russe Goba Unconstrained Bond Poo 127 Russe Goba High Income Bond Poo 130 Russe Canadian Dividend Poo 133 Russe Focused Canadian Equity Poo 136 Russe Canadian Equity Poo 139 Russe Goba Smaer Companies Poo 142 Russe Focused US Equity Poo 145 Russe US Equity Poo 148 Russe Overseas Equity Poo 151 Russe Focused Goba Equity Poo 154 Russe Goba Equity Poo 157 Russe Emerging Markets Equity Poo 160 Russe Goba Infrastructure Poo 163 Russe Goba Rea Estate Poo 166 Russe Money Market Poo 169 Russe Muti-Asset Fixed Income 171 Russe Income Essentias Portfoio 174 Russe Rea Assets Portfoio 178 Russe Diversified Monthy Income Portfoio 182 Russe Muti-Asset Growth & Income 186 Russe Short Term Income Cass 190 Russe Fixed Income Cass 193 Russe Goba Unconstrained Bond Cass 197 Russe Goba High Income Bond Cass 200 Russe Canadian Dividend Cass 203 Russe Focused Canadian Equity Cass 206 Russe Canadian Equity Cass 209 Russe Goba Smaer Companies Cass 212 Russe Investments // Simpified Prospectus // Russe Funds //

4 Tabe of Contents CONTINUED Russe Focused US Equity Cass 215 Russe US Equity Cass 218 Russe Overseas Equity Cass 220 Russe Focused Goba Equity Cass 223 Russe Goba Equity Cass 226 Russe Emerging Markets Equity Cass 229 Russe Goba Infrastructure Cass 232 Russe Money Market Cass 235 Russe Muti-Asset Fixed Income Cass 237 Russe Income Essentias Cass Portfoio 240 Russe Diversified Monthy Income Cass Portfoio 244 Russe Muti-Asset Growth & Income Cass 248 Russe Investments // Simpified Prospectus // Russe Funds //

5 x Introduction This Simpified Prospectus contains seected important information to hep you make an informed investment decision and understand your rights as an investor. This Simpified Prospectus is divided into two parts. The first part, contains genera information that appies to a the Funds. The second part, contains specific information about each Fund. Additiona information about each Fund is avaiabe in the foowing documents: The annua information form of the Fund The most recenty fied Fund Facts The most recenty fied annua financia statements of the Fund and any interim financia statements of the Fund fied after those annua financia statements If the Fund has not yet fied any annua financia statements, the most recenty fied interim financia statements of the Fund and, if the Fund has not yet fied any interim financia statements, the most recenty fied audited statement of net assets of the Fund The most recenty fied annua management report of fund performance of the Fund and any interim management report of fund performance of the Fund fied after that annua management report of fund performance If the Fund has not yet fied any annua management report of fund performance, the most recenty fied interim management report of fund performance of the Fund These documents are incorporated by reference into this Simpified Prospectus, which means that they are egay part of this document, just as if they were printed together. You can get a copy of these documents at no cost by: Caing Russe Investments Canada Limited to free at Sending us an e-mai at canada@russe.com Asking your deaer These documents and other information about the Funds are aso avaiabe: On our website at At In this Simpified Prospectus: Business Day means each day on which there is a reguar trading session of the Toronto Stock Exchange; Corporate Fund means any Fund that is a cass of shares of the Corporation. These are the Russe LifePoints Cass Portfoios and the Russe Sovereign Investment Casses. Each Corporate Fund incudes the word Cass in its name and offers Securities that are shares (not units); Corporation means Russe Investments Corporate Cass Inc.; Distribution Series means a series of units or shares of a Fund on which monthy distributions are paid to investors. The current Distribution Series are B-3, B-5, B-6, B-7, E-3, E-5, E-6, E-7, F-2, F-3, F-5, F-6, F-7, O-7, US Doar Hedged Series B-5 and US Doar Hedged Series F-5; ETF means an investment fund traded on a Canadian or U.S. stock exchange that seeks to provide returns based on the performance of a particuar index, benchmark or commodity price. The ETF may seek returns that are positivey or negativey correated to the index, benchmark or commodity price, and the returns may be of different magnitude (such as doube) from the index, benchmark or commodity price; 4 Russe Investments // Simpified Prospectus // Russe Funds

6 Introduction CONTINUED Fee Based Securities means Series F, F-2, F-3, F-5, F-6, F-7, US Doar Hedged Series F and US Doar Hedged Series F-5 Securities; Funds means any of the mutua funds Russe manages that are described in this Simpified Prospectus. The Funds are isted on the front cover of this Simpified Prospectus; Institutiona Cient means a arge institutiona investor or other arge account we may accept from time to time who negotiates and pays a separate fee directy to us and purchases their Securities directy through us as their deaer; Matured Securities means Securities of a Fund that were purchased under the ow oad purchase option and have been hed for at east three years; mutua fund means a mutua fund, genericay, and not any specific Fund we manage; Patform Series Securities means Series P Securities; Redemption Fee Securities means Securities that are subject to a redemption fee if redeemed. Securities purchased under the ow oad purchase option are Redemption Fee Securities for the first three years after purchase; Registered Pan means a trust governed by a registered retirement savings pan, registered retirement income fund, deferred profit sharing pan, registered disabiity savings pan, registered education savings pan or tax-free savings account, a as defined in the Income Tax Act (Canada) (the "Tax Act"); Russe Group of Funds means the Funds identified on the front cover of this Simpified Prospectus as part of the Russe Group of Funds; Russe LifePoints Cass Portfoio means any of the Funds identified on the front cover of this Simpified Prospectus as part of the Russe LifePoints Cass Portfoios; Russe LifePoints Fund means any of the Funds identified on the front cover of this Simpified Prospectus as part of the Russe LifePoints Portfoios or Russe LifePoints Cass Portfoios; Russe LifePoints Portfoio means any of the Funds identified on the front cover of this Simpified Prospectus as part of the Russe LifePoints Portfoios; Russe Sovereign Fund means any of the Funds identified on the front cover of this Simpified Prospectus as part of the Russe Sovereign Investment Program or the Russe Sovereign Investment Casses; Russe Sovereign Investment Casses means the Funds identified on the front cover of this Simpified Prospectus as part of the Russe Sovereign Investment Casses; Russe Sovereign Investment Program means the Funds identified on the front cover of this Simpified Prospectus as part of the Russe Sovereign Investment Program; Russe Sovereign Portfoio means any of Russe Income Essentias Portfoio, Russe Income Essentias Cass Portfoio, Russe Diversified Monthy Income Portfoio, Russe Diversified Monthy Income Cass Portfoio, Russe Muti-Asset Growth & Income, Russe Muti-Asset Growth & Income Cass, Russe Muti-Asset Fixed Income, Russe Muti-Asset Fixed Income Cass, or Russe Rea Assets Portfoio; Securities mean units and shares of the Funds that are offered by the Funds under this Simpified Prospectus. Each Fund offers more than one series of its Securities. See the front cover of this Simpified Prospectus for a isting of the series that are offered by each Fund; Trust Fund means any Fund that has been created as a trust. These are the Russe LifePoints Portfoios, the Russe Group of Funds and the Funds in the Russe Sovereign Investment Russe Investments // Simpified Prospectus // Russe Funds 5

7 Introduction CONTINUED Program. Each Trust Fund does not incude the word Cass in its name and offers Securities that are units (not shares); Underying Fund refers to a Fund when some of that Fund s Securities are owned by another Fund, or when the other Fund s investment strategies ink its returns to the returns of that Fund; US Doar Hedged Series refers to any or a of the US Doar Hedged Series B, the US Doar Hedged Series B-5, US Doar Hedged Series F and US Doar Hedged Series F-5 Securities; we, us, our and Russe mean Russe Investments Canada Limited, the manager of each Fund; and you and your mean the person who invests in Securities of a Fund offered by this Simpified Prospectus. 6 Russe Investments // Simpified Prospectus // Russe Funds

8 x What is a mutua fund and what are the risks of investing in a mutua fund? What is a mutua fund? A mutua fund is a poo of money where you combine your money with many other investors that have simiar investment goas. We use this money to purchase different types of investments on behaf of you and the other investors. This gives you the benefit of diversification, that is, being invested in many different investments at once. When we purchase investments for a Fund, we foow the investment objective and investment strategies of that Fund. You can find these objectives and strategies in the Fund descriptions in the second part of this Simpified Prospectus. What is the difference between a Corporate Fund and a Trust Fund? Each of the Funds offered by this Simpified Prospectus is either a Corporate Fund or a Trust Fund. Each Corporate Fund is a cass of shares of the Corporation and has its own investment objective. To invest in a Corporate Fund, you purchase shares of that Corporate Fund. Each Trust Fund has been created as a trust and has its own investment objective. To invest in a Trust Fund, you purchase units of that Trust Fund. Each Fund offers one or more series of its Securities. The differences between the series are described ater in this Simpified Prospectus. Pease see the front cover of this Simpified Prospectus for a isting of the series offered by each Fund. Some Corporate Funds and Trust Funds have the same or simiar investment objectives. As a resut, you have the option to invest in either the Corporate Fund or the equivaent Trust Fund, depending on the tax consequences and costs suitabe to your investment program. Generay, we recommend Corporate Funds to an investor who is investing outside a Registered Pan and Trust Funds to an investor who is investing inside a Registered Pan. However, you shoud consut your own deaer or advisor regarding these tax consequences. For more information, see the section Income tax considerations for investors of this Simpified Prospectus. For more information concerning your rights when hoding shares of a Corporate Fund or units of a Trust Fund, see Description of securities offered by the Funds in the annua information form. What is risk? Risk is the chance that your investment may not perform as expected. There are different degrees and types of risk but, in genera, the more investment risk you are wiing to accept, the higher are your potentia returns and the greater are your potentia osses. What are the genera risks of investing in a mutua fund? There are many potentia advantages of investing in mutua funds, but there are aso severa genera risks you shoud know about. Investing in a mutua fund is not ike putting your money in a savings account. Unike a savings account or a Guaranteed Investment Certificate (GIC), investments in mutua funds are not insured by the Canada Deposit Insurance Corporation or any other government deposit insurer. When you invest in a mutua fund, there is no guarantee that the amount of your investment wi be returned to you when you redeem your investment. The vaue of a mutua fund wi change each day as the vaue of its investments change. As a resut, when you redeem your units or shares of a mutua fund, you may receive ess than the amount you paid for those units or Russe Investments // Simpified Prospectus // Russe Funds 7

9 What is a mutua fund and what are the risks of investing in a mutua fund? CONTINUED shares. You and the other investors share in any profits the mutua fund makes or osses it suffers. As with other investments, the greater the potentia return, the greater the risk of oss. The time horizon for an investment is aso critica in determining the types of mutua funds in which to invest. A onger investment horizon may aow additiona risk to be assumed by essening the effects of short-term market voatiity. Short-term investment horizons may require investments to be sod in adverse market conditions. It is important to remember that mutua funds, excuding money market funds, are designed to be medium to ong-term investments. Generay, investors in equity mutua funds shoud have at east a five-to-ten year investment horizon to provide enough time for their investment to grow. In exceptiona circumstances a mutua fund may not accept orders to purchase its units or shares, or may postpone orders to redeem its units or shares. These circumstances are expained under Purchases, Switches and Redemptions. What are the specific risks of investing in a mutua fund? Set out beow are some of the more specific investment risks associated with investing in mutua funds. For information on the materia risks appicabe to each Fund, see the risk section of each Fund description in the second part of this Simpified Prospectus. A risk may be appicabe to a Fund either directy because of the nature of the investments it makes, or indirecty because it invests in one or more Underying Funds that have such risk. In addition, each Fund may use foreign sub-advisers. Foreign sub-advisers may not be fuy subject to the requirements of the Securities Act (Ontario) and reguations concerning proficiency, capita, insurance, record keeping, statements of account and portfoio and conficts of interest. There may be difficuty in enforcing any ega rights against foreign sub-advisers because they are resident outside Canada and a or a substantia portion of their assets are ocated outside Canada. If we use a sub-adviser, incuding a foreign sub-adviser that is not registered with the Ontario Securities Commission as an adviser, we assume responsibiity for their investment decisions. Commodity risk Some mutua funds invest indirecty in physica commodities incuding precious metas (such as god, siver, patinum and paadium), energy (such as crude oi, gasoine, heating oi and natura gas), industria metas (such as auminum, copper, nicke and zinc), ivestock (such as hogs and catte) and agricutura products (such as coffee, corn, cotton, ivestock, soybeans, soybean oi, sugar and wheat). To obtain exposure to these commodities, the mutua fund may invest in exchange-traded funds that hod, or obtain exposure to, one or more physica commodities (Commodity ETFs) and seek to repicate the performance of a physica commodity. The mutua fund aso may invest in companies invoved in commodity sectors. Mutua funds exposed to commodities wi be affected by changes in the prices of the commodities, which can fuctuate significanty in short time periods, causing voatiity in the mutua fund s net asset vaue. Commodity prices can change as a resut of a number of factors, incuding suppy and demand, specuation, centra bank and internationa monetary activities, poitica or economic instabiity, changes in interest rates and currency vaues, new discoveries or changes in government reguations affecting commodities. Concentration risk A mutua fund may have a reativey high concentration of assets in a singe or sma number of issuers, which may reduce the diversification of the mutua fund and may resut in increased voatiity in the mutua fund s security price. If such concentration resuts in reduced iquidity, the mutua fund may need to suspend redemptions temporariy. 8 Russe Investments // Simpified Prospectus // Russe Funds

10 What is a mutua fund and what are the risks of investing in a mutua fund? CONTINUED Credit risk There is a risk that the issuer of a fixed income security (such as a bond or preferred share) hed by a mutua fund wi be unabe to, or wi not, pay the interest, dividends or other equivaent reguar payments, or to repay at maturity the initia amount invested. Credit risk is greater for securities issued by a company or other type of issuer that has a ow credit rating than for those whose issuer has a high credit rating. Where the fixed income investment is an interest in a oan, there aso is a risk that the person administering the oan may defaut or not administer the oan propery. Currency risk When a mutua fund purchases an investment priced in foreign currency and the exchange rate between the Canadian doar and the foreign currency changes unfavouraby, it coud reduce the vaue of the mutua fund s investments. Changes in the exchange rate can aso increase the vaue of an investment. In addition, movements in the exchange rate between the US doar and the Canadian doar vaue of the net assets attributabe to the US Doar Hedged Series coud reduce the US doar vaue of the US Doar Hedged Series. Whie we seek to hedge this exposure, any such hedging may not fuy offset this risk. Derivatives risk A derivative is a contract whose vaue is based on, or derived from, the vaue or performance of another investment. Exampes of derivatives incude options, futures, swaps and forward contracts. Derivatives require or aow the hoder to purchase or se assets such as stocks, currencies or commodities at a certain price now or in the future. Derivatives have certain risks. Here are some of the most common ones: Derivatives may not prevent changes in the market vaue of the mutua fund s investments or prevent osses if the market vaue of the investments fas. A mutua fund may not be abe to purchase or se a derivative to make a profit or imit a oss. Derivatives can imit a mutua fund s abiity to benefit from increases in the stock markets. There is no guarantee that the counterparty in a derivative wi meet its obigations. If the counterparty in a derivative, or a third party hoding assets of the mutua fund in connection with a derivative, goes bankrupt, the mutua fund coud ose any coatera it deposited and any gains made on the derivative. Some derivatives traded on foreign markets may be harder to trade and have higher credit risk than derivatives traded in North America. Emerging markets risk An emerging market is a country with an economy that is emerging or deveoping. We consider these to be a the countries of the word except those isted in the Russe Deveoped Index, which are currenty Austraia, Austria, Begium, Canada, Denmark, Finand, France, Germany, Hong Kong, Ireand, Israe, Itay, Japan, Luxembourg, the Netherands, New Zeaand, Norway, Portuga, Singapore, Spain, Sweden, Switzerand, the United Kingdom and the United States. Mutua funds that invest in emerging markets are affected by the foowing risks: Many foreign companies and governments do not have the same eve of accounting, auditing and financia reporting standards as in Canada and the U.S. and, as a resut, there is often ess information avaiabe about these companies and governments. Securities of some companies traded ony in foreign countries may be ess iquid and more voatie than securities of comparabe companies traded in Canada or the U.S. Russe Investments // Simpified Prospectus // Russe Funds 9

11 What is a mutua fund and what are the risks of investing in a mutua fund? CONTINUED Many of the securities markets of the countries in which a mutua fund invests may be subject to greater voatiity, due to adverse events or arge investors trading significant bocks of securities, than is usua in Canadian and U.S. markets. Poitica or socia instabiity coud aso affect the vaue of investments hed by the mutua fund or resut in the compete oss of such investments. ETF risk When a mutua fund invests in an ETF, the ETF may, for a variety of reasons, not achieve the same return as the benchmark, index or commodity price it seeks to track. The market vaue of an ETF aso may fuctuate for reasons other than changes in the vaue of its underying benchmark, index or commodity price, and the vaue of a mutua fund that invests in such an ETF wi change with these fuctuations. Some mutua funds have obtained permission to invest in certain additiona types of ETFs, incuding ETFs that empoy everage in an attempt to magnify returns by either a mutipe or an inverse mutipe of its underying benchmark, index or commodity price. ETFs that use such everage typicay invove a higher degree of risk and are subject to increased voatiity. Foreign investment risk Mutua funds that invest in foreign securities are affected by the foowing risks: A country may impose withhoding or other taxes that coud reduce the return on the investments of the mutua fund in that country. A country may have foreign investment or exchange aws that make it difficut to se an investment of the mutua fund in that country. Portfoio securities that trade on foreign exchanges may trade on days that the mutua fund does not offer or redeem its units or shares. There is a risk that such trading may significanty increase or decrease the vaue of the mutua fund when an investor is not abe to purchase or redeem units or shares of the mutua fund. Forward agreement risk A mutua fund may utiize one or more forward agreements in order to obtain exposure to economic returns simiar to that of another mutua fund (a reference fund). Under certain types of forward agreements, the mutua fund is fuy exposed to the credit risk associated with the counterparty thereto. Investors in the mutua fund have no recourse or rights against the assets of the counterparty (or any affiiate thereof) or the reference fund in respect of the forward agreements or in respect of any payments due to the investors. The counterparty has no responsibiity for the returns of the reference fund. Further, the counterparty may deay making payments to the mutua fund under the forward agreement if the counterparty has hedged its exposure by hoding securities of the reference fund and the reference fund has suspended redemptions. The vaue of the mutua fund wi vary according to the vaue of securities of the reference fund, incuding the distributions received therefrom and reinvested therein. The vaue of the reference fund wi be infuenced by factors which are not within the contro of the mutua fund, incuding the credit risks of the portfoio securities, interest rates, exchange rates, and other financia market conditions. The performance of the mutua fund may not precisey track the performance of the reference fund for a number of reasons, incuding the foowing: the mutua fund may bear its own fees and expenses, incuding the costs of the forward agreements and other derivatives that it may use to achieve its investment objectives if the mutua fund instead invests a portion of its assets directy in securities, the return of that portion of the mutua fund s portfoio wi be determined by reference to the performance of those securities rather than the performance of the reference fund. 10 Russe Investments // Simpified Prospectus // Russe Funds

12 What is a mutua fund and what are the risks of investing in a mutua fund? CONTINUED Interest rate risk The vaue of units or shares of a mutua fund that invests in fixed income securities is affected by the eve of interest rates in Canada and esewhere. Generay, the vaue of fixed income securities wi vary inversey in reation to a change in interest rates. As interest rates rise, the vaue of fixed income securities fas, and vice versa. Long-term bonds, due to their onger terms to maturity, usuay are more sensitive to changes in interest rates than shorter-term bonds. Large investor risk Units or shares of a mutua fund may be purchased and redeemed by arge investors, such as institutiona investors or other mutua funds. These investors may purchase or redeem arge numbers of units or shares of the mutua fund at one time. The purchase or redemption of a substantia number of units or shares of a mutua fund may require the mutua fund to change the composition of its portfoio significanty or may force the mutua fund to purchase or se investments at unfavourabe prices, which can affect the mutua fund s trading costs, performance, and trading expense ratio and may increase reaized capita gains of the mutua fund. Liquidity risk Liquidity is often described as the speed and ease with which an asset can be sod and converted into cash. Most of the securities owned by a mutua fund can usuay be sod prompty at a fair price and therefore can be described as reativey iquid. However, a mutua fund aso may invest a portion of its assets in securities that are iiquid, which means they cannot be sod quicky or easiy. Some securities are iiquid because of ega restrictions, the nature of the investment itsef, settement terms, or for other reasons. Sometimes, there may simpy be a shortage of buyers. A mutua fund that has difficuty seing a security can ose vaue or incur extra costs. In addition, iiquid securities may be more difficut to vaue accuratey and may experience arger price changes. This can cause greater fuctuations in a mutua fund s vaue. Muti-cass risk A mutua fund that is part of a mutua fund corporation that aso offers other mutua funds has an additiona risk. Each mutua fund within the mutua fund corporation has its own investment objective and own fees and expenses, which are tracked separatey. However, there is a risk that the expenses or iabiities of one mutua fund may affect the vaue of the other mutua funds within the same mutua fund corporation. If one mutua fund is unabe to pay its expenses, the mutua fund corporation as a whoe is egay responsibe for covering the shortfa. As we, the tax consequences of an investment in a mutua fund wi depend in part on the tax position of the mutua fund corporation as a whoe and wi differ from an investment in a mutua fund that is not part of a muti-cass structure. For exampe, for tax purposes income is cacuated at the eve of the mutua fund corporation as a whoe which may cause expenses or osses of one mutua fund to effectivey be used by another mutua fund. Muti-series risk A mutua fund that offers mutipe series of units or shares has an additiona risk. Expenses are tracked for the mutua fund as a whoe and then deducted from each series separatey. If, however, one series is not abe to pay a of its expenses, the remainder of the expenses may be deducted from the other series of the mutua fund. As a resut, the unit or share price of the other series woud drop by its share of the excess expenses. In addition, taxabe income is cacuated for the mutua fund as a whoe (or, in the case of mutua funds that are part of a arger mutua fund corporation, for the corporation as a whoe), which may cause expenses of one series of the mutua fund to be effectivey used by another series of the mutua fund. Russe Investments // Simpified Prospectus // Russe Funds 11

13 What is a mutua fund and what are the risks of investing in a mutua fund? CONTINUED Securities ending risk A mutua fund may enter into securities ending transactions to generate additiona income from securities hed in the mutua fund s portfoio. If the other party to the transaction becomes insovent or otherwise cannot fufi its agreement, the mutua fund may suffer osses. Short saes risk A short sae is where a mutua fund borrows securities from a ender which are then sod in the open market (or sod short ). At a ater date, the same number of securities are repurchased by the mutua fund and returned to the ender. In the interim, the proceeds from the first sae are deposited with the ender and the mutua fund pays interest to the ender. Short seing invoves certain risks: There is no assurance that securities wi decine in vaue during the period of the short sae sufficient to offset the interest paid by the mutua fund and make a profit for the mutua fund, and securities sod short may instead appreciate in vaue. The mutua fund aso may experience difficuties repurchasing and returning the borrowed securities if a iquid market for the securities does not exist. The ender from whom the mutua fund has borrowed securities may go bankrupt and the mutua fund may ose the coatera it has deposited with the ender. Sma companies risk Shares of smaer companies are generay more voatie than those of arger, more estabished companies. Smaer companies may be more sensitive to the reease of company, industry or economic news. There may be a ess iquid market for their shares. As a resut, the vaue of mutua funds that hod these investments may be more voatie and fuctuate significanty. Stock market risk The vaue of units or shares of a mutua fund that invests in securities is directy reated to the market vaue of those investments hed by the mutua fund. The market vaue of those investments wi go up and down depending on the financia performance of the issuers and genera economic, poitica, tax and market conditions. This fuctuation is referred to as voatiity. Voatiity can be greater in certain industries and sectors of the economy, based on their reaction to genera economic, poitica, tax and market conditions and on other conditions that may be specific to that industry or sector. For exampe, a mutua fund that invests in the infrastructure sector is generay exposed to voatiity in the market vaue of infrastructure companies, and a mutua fund that invests in the rea estate sector is generay exposed to voatiity in the market vaue of rea estate investment trusts (REITs) and other rea property reated companies that the fund invests in. Tax treatment risk Subject to the derivative forward agreement rues in the Tax Act (the DFA Rues ) discussed beow, in determining its income for tax purposes, a mutua fund may treat gains or osses on any disposition by the mutua fund of Canadian securities reating to a forward agreement or any disposition by the mutua fund of currency under a forward currency agreement as a capita gain or oss. The returns of the mutua fund wi be ower if the gains earned from such transactions are treated for Canadian tax purposes as ordinary income rather than capita gains. If the character or timing of any gains from such transactions is required to be treated for tax purposes as other than a capita gain reaized from the sae of Canadian securities or currency, then returns to investors in the mutua fund coud be reduced as taxes payabe on capita gains earned by a mutua fund are refundabe to the mutua fund, whereas taxes payabe by the mutua fund on ordinary income are not. 12 Russe Investments // Simpified Prospectus // Russe Funds

14 What is a mutua fund and what are the risks of investing in a mutua fund? CONTINUED The DFA Rues target certain financia arrangements (described in the DFA Rues as derivative forward agreements ) that seek to reduce tax by converting, through the use of derivative contracts, the return on investment that woud have the character of ordinary income to capita gains. The DFA Rues are broad in scope and coud appy to other agreements or transactions (incuding certain forward currency contracts). If the DFA Rues were to appy to derivatives utiized by a Fund the gains in respect of which woud otherwise be capita gains, gains reaized in respect of such derivatives coud be treated as ordinary income rather than capita gains. Submissions have been made to the Department of Finance (Canada) seeking carification that the DFA Rues do not appy to forward currency hedges. The DFA Rues appy to the forward contracts ( Forward Contracts ) utiized by certain of the Funds under which the Fund has agreed to purchase from a counterparty, for a predetermined price, a quantity of equity securities of Canadian pubic issuers. However, on Juy 11, 2013, the Department of Finance (Canada) reeased a backgrounder (the Backgrounder ) announcing changes to the grandfathering rues for character conversion transactions, incuding that a grandfathered forward contracts wi be subject to growth imits. Based on the Backgrounder, the DFA Rues are not expected to appy to the Forward Contracts currenty utiized by the Funds prior to March 22, 2018, provided that the terms of such Forward Contracts are not extended and that, prior to their expiration dates, the number of units of each Underying Fund referenced in the Forward Contracts is not increased. No new Forward Contracts wi be entered into and the Manager intends to manage the activities of the reevant Funds so that the growth imits are not exceeded. As a resut, the DFA Rues are not expected to appy in respect of the Forward Contracts prior to March 22, Russe Investments // Simpified Prospectus // Russe Funds 13

15 x Organization and management of the Russe Funds The tabe beow shows the companies that are responsibe for providing services to the Funds. Roe Manager Portfoio Manager Trustee Custodian Principa Distributor Auditor Registrar Securities Lending Agent Russe Investments Canada Limited 1 First Canadian Pace 100 King Street West, Suite 5900 Toronto, Ontario M5X 1E4 Russe Investments Canada Limited Toronto, Ontario Russe Investments Canada Limited Toronto, Ontario CIBC Meon Trust Company Toronto, Ontario Russe Investments Canada Limited Toronto, Ontario PricewaterhouseCoopers LLP Toronto, Ontario Internationa Financia Data Services (Canada) Limited Toronto, Ontario With respect to Russe Canadian Cash Fund ony, CIBC Meon Goba Securities Services Company Toronto, Ontario The Bank of New York Meon New York, United States of America Service Provided Responsibe for the overa and day-to-day management and administration of the Funds. Deveops investment programs; sets investment poicies; undertakes sub-adviser research; appoints any sub-advisers to the Funds; seects, monitors and aocates assets among the sub-advisers of the Funds; and may directy manage the assets of the Funds on a transitiona basis. Hods tite to the investments of the Trust Funds on behaf of investors. Responsibe for safekeeping the investments of the Funds. Arranges for the distribution of a series of Securities of the Funds. Audits the annua financia statements of each Fund and provides an opinion as to whether they fairy present the Fund s financia position, financia performance and cash fows in accordance with Internationa Financia Reporting Standards. Processes the requests to purchase, redeem and switch Securities of the Funds and keeps the register of the unithoders or sharehoders of each Fund. Administers any securities ending for the Funds. 14 Russe Investments // Simpified Prospectus // Russe Funds

16 x Organization and management of the Russe Funds CONTINUED Independent Review Committee The Independent Review Committee ( IRC ) provides independent oversight and judgment on conficts of interest invoving the Funds. Among other matters, the IRC prepares, at east annuay, a report of its activities for unithoders and sharehoders of the Funds which wi be avaiabe on our website at or upon request by any investor, at no cost, by caing: or e-maiing to canada@russe.com. The IRC currenty is comprised of three members, each of whom is independent of Russe Investments Canada Limited, our affiiates and the Funds. Additiona information concerning the IRC, incuding the names of its members, and governance of the Funds is avaiabe in the annua information form of the Funds. In order for a Fund to change its auditor, IRC approva is required and a written notice of any such change must be sent to you at east sixty (60) days before it takes effect. If approved by the IRC, we may merge a Fund into another mutua fund provided the merger fufis the requirements of the Canadian securities reguators reating to mutua fund mergers and we send you a written notice of the merger at east sixty (60) days before it takes effect. In either case, no meeting of unithoders or sharehoders of the Fund wi be caed to approve the change. About Russe Investments Canada Limited Russe Investments Canada Limited is a whoy owned subsidiary of Frank Russe Company and was estabished in Russe Investments Canada Limited and its affiiates (incuding Frank Russe Company) are referred to coectivey in this Simpified Prospectus as Russe Investments. Russe Investments was founded in 1936 and has its headquarters in Seatte, Washington. Russe Investments Canada Limited has its head office in Toronto. Russe Investments is a goba asset manager that offers activey managed, muti-asset portfoios and services that incude advice, investments and impementation. Working with institutiona investors, financia advisors and individuas, Russe Investments core capabiities extend across capita markets insights, manager research, indexes, portfoio impementation and portfoio construction. Russe Investments has approximatey $345 biion CAD in assets under management (as of March 31, 2015). As a consutant, Russe Investments has $2.44 triion USD in assets under advisement (as of December 31, 2014). It has four decades of experience researching and seecting investment managers from around the word. Russe has offices in Amsterdam, Auckand, Cagary, Chicago, Frankfurt, London, Mebourne, Mian, Montréa, New York, Paris, San Francisco, Seatte, Seou, Singapore, Sydney, Tokyo, Toronto and Vancouver. Fund-on-Fund investing Each of Russe Rea Assets Portfoio, Russe Income Essentias Portfoio, Russe Diversified Monthy Income Portfoio, Russe Muti-Asset Growth & Income, Russe Muti-Asset Fixed Income, each Russe LifePoints Portfoio and each Corporate Fund currenty invests substantiay a or a portion of its assets in Securities of one or more Underying Funds or uses other strategies to ink its returns to the returns of one or more Underying Funds. Russe Investments // Simpified Prospectus // Russe Funds 15

17 Organization and management of the Russe Funds CONTINUED When you invest in these Funds, you wi have no direct voting rights with respect to any changes proposed to the Underying Funds. We are not permitted to vote a Fund s hodings in an Underying Fund. We may, in our discretion, arrange for investors in these Funds to direct how their proportionate interest of the hodings in the Underying Funds is to be voted by these Funds. 16 Russe Investments // Simpified Prospectus // Russe Funds

18 x Purchases, switches and redemptions Description of series offered by the Funds Each Fund offers more than one series of Securities described beow. Not a series are offered by each Fund. See the front cover of this Simpified Prospectus for a isting of the series that are offered by each Fund. Series A (Russe Sovereign Investment Program): This series is avaiabe ony through a seected deaer. Series A (Russe Group of Funds): This Series A is different from the Series A offered by the Russe Sovereign Investment Program. This series is generay not sod to the pubic and is avaiabe to Institutiona Cients. It aso may be used in fund-on-fund investments and other wrap programs sponsored by us. Series B, B-3, B-5, B-6 and B-7: These series are avaiabe to a investors (except in the Russe Group of Funds, which is described beow). Series B (Russe Group of Funds): This series is generay avaiabe ony to the Russe LifePoints Funds. This series is avaiabe to the pubic indirecty through an investment in a Russe LifePoints Fund. Series E, E-3, E-5, E-6 and E-7: These series are avaiabe ony to investors who make a arge investment in the Funds and therefore have a minimum investment that is higher than the other series. See Minimum investment section of this document for more information. Series E, E-3, E-5, E-6 and E-7 have reduced management fees. Series F, F-2, F-3, F-5, F-6 and F-7: These series (which are Fee Based Securities) are avaiabe ony to investors who participate in an eigibe wrap or fee-for-service program. We do not pay traier fees to deaers for Fee Based Securities. Instead each investor negotiates a separate, ongoing fee that is paid directy to his or her deaer and is based on the market vaue of the investor s assets. Series O (Russe Group of Funds): This series is generay not sod to the pubic and is used in fund-on-fund investments. Series O and O-7: These series are avaiabe to Institutiona Cients. These series aso are avaiabe to cients of approved deaers who participate in an eigibe wrap or fee-for-service program. We do not charge a management fee to any Fund for these series. Instead, each Institutiona Cient in these series negotiates a separate fee that is paid directy by the Institutiona Cient to us. Cients of approved deaers who hod these series pay ongoing fees to their approved deaers based on the market vaue of the cient s assets. The approved deaer may, in turn, pay fees to us for their ongoing entitement to offer these series and for our administrative support. Where the approved deaer does not pay such a fee to us, the investor wi negotiate a separate fee that is paid directy by the investor to us (in addition to any fee paid by the investor to the investor s deaer) and is based on the market vaue of the investor s assets. An approved deaer is a deaer that has entered into an agreement with us setting out the basis on which the deaer is entited to offer these series, incuding any fee to be paid by the deaer to us. We do not pay traier fees to approved deaers for these series. These series aso are used in fund-on-fund investments and other wrap programs sponsored by us. Series P: The securities of this series (which are Patform Series Securities) are avaiabe ony to investors who participate in an eigibe wrap or fee-for-service program, through certain deaers and account types that are specified by us from time to time. We do not pay traier fees to deaers for a Patform Series Security. Instead each investor negotiates a separate, ongoing fee that is paid directy to his or her deaer and is based on the market vaue of the investor s assets. Russe Investments // Simpified Prospectus // Russe Funds 17

19 Purchases, switches and redemptions CONTINUED US Doar Hedged Series B and B-5: These series are avaiabe to a investors who invest in US doars. US Doar Hedged Series F and F-5: These series (which are Fee Based Securities, as are Series F, F-3, F-5, F-6 and F-7 securities) are avaiabe ony to investors who participate in an eigibe wrap or fee-for-service program and who invest in US doars. We do not pay traier fees to deaers for Fee Based Securities. Instead each investor negotiates a separate, ongoing fee that is paid directy to his or her deaer and is based on the market vaue of the investor s assets. Monthy distributions are paid to hoders of Distribution Series Securities. Monthy or quartery distributions may aso be paid in certain Funds to hoders of series that are not Distribution Series Securities, if the distribution poicy of that Fund aows for such distributions. For specific information about the distribution poicy of a Fund, see the Distribution Poicy section for that Fund under Specific Information About Each of the Mutua Funds Described in this Document. For specific information about the fees you pay directy or the fees that the Funds pay for each series, see Fees and Expenses. Currenty, shares of Russe Fixed Income Cass, Russe Goba Unconstrained Bond Cass and Russe Goba High Income Bond Cass are avaiabe ony to investors currenty using the Russe Sovereign automatic rebaancing program for automatic rebaancing purposes, and for reinvestment of dividends and distributions. As we, shares of Russe Muti-Asset Fixed Income Cass are avaiabe to investors ony for reinvestment of dividends and distributions. Shares/units of these Funds may become avaiabe for purchase in the future without further notice from us. From time to time, we may stop accepting purchase orders for shares of Russe Money Market Cass when we beieve it is in the best interests of the Corporation to do so. How we determine the Security price for each series of a Fund The net asset vaue per Security is the amount you pay or receive for a Security when you purchase, redeem or switch a Security of a Fund. We determine a net asset vaue per Security for each series of each Fund. To determine the net asset vaue per Security for a series, we cacuate the tota vaue of the assets for the series and then subtract its iabiities. Then we divide that amount by the number of Securities of that series hed by investors. We determine the net asset vaue per Security after the cose of each Business Day. If the Toronto Stock Exchange is cosed for any reason, we determine the net asset vaue per Security on the next Business Day. The net asset vaue per Security for each series (other than a US Doar Hedged Series) is cacuated in Canadian doars. However, some Securities of these series may be purchased in US doars by the Fund converting the Canadian doar net asset vaue per Security to US doars. We ca this purchase option the US Doar Purchase Option. If we do this, we wi use the exchange rate avaiabe on the day the Securities are issued to determine the number of Securities to be issued, regardess of the exchange rate on the settement date of the purchase of the Securities. Currenty, the US Doar Purchase Option is avaiabe ony for Russe Focused US Equity Poo, Russe US Equity Poo, Russe Focused US Equity Cass and Russe US Equity Cass. Unike the other series, the net asset vaue for each US Doar Hedged Series wi be cacuated in US doars. The net asset vaue of a US Doar Hedged Series is the Canadian doar vaue of the net assets attributabe to such US Doar Hedged Series converted to US doars using the exchange rate avaiabe on the day on which the net asset vaue per Security is being determined, adjusted for the vaue of the currency forward hedges entered into in respect soey of such US Doar Hedged Series in order to minimize the effect of currency movements between the Canadian doar and US doar. The net asset vaue per Security for a US Doar Hedged Series 18 Russe Investments // Simpified Prospectus // Russe Funds

20 Purchases, switches and redemptions CONTINUED wi be the net asset vaue of such US Doar Hedged Series divided by the number of such US Doar Hedged Series Securities outstanding at that date. For more detais about cacuating the net asset vaue per Security, see the annua information form. Purchasing, redeeming and switching Securities of the Funds If your order to purchase, redeem or switch Securities of a Fund is received by us by the cose of reguar trading of the Toronto Stock Exchange (generay 4:00 p.m. Toronto time) on a Business Day, we wi process your order using the net asset vaue per Security after the cose of business that day. However, for Institutiona Cients in Series O and O-7, and Series A of the Russe Group of Funds, your order must be received by us by 2:00 p.m. Toronto time on a Business Day. Otherwise, we wi process the order the next Business Day using the net asset vaue per Security determined after the cose of business on that day. If you purchase, redeem or switch Securities of the Funds, income tax consequences may resut, as described ater in this Simpified Prospectus. In exceptiona circumstances, your abiity to purchase, redeem or switch units of a Fund may be suspended by the Fund. We wi not accept any orders to purchase, redeem or switch Securities of a Fund if we have suspended the cacuation of the net asset vaue per Security of that Fund. The Canadian securities reguators aow us to suspend the cacuation of the net asset vaue per Security of a Fund if: Norma trading is suspended on any stock exchange on which securities or derivatives that make up 50% or more of the Fund s vaue or market exposure are traded, provided those securities or derivatives are not traded on any other exchange that is a reasonabe aternative for the Fund; During any period when the right to redeem Securities is suspended for any Underying Fund in which the Fund invests a its assets; or We have received permission from the Canadian securities reguators to do so. Purchasing Securities of the Funds Purchasing options When you purchase Securities of a Fund, you may pay a saes fee at the time of purchase or a redemption fee at the time of redemption. The purchase option you choose determines the amount of the fee and when you pay it. There are two different purchase options: 1. Front oad. Under the front oad purchase option, you may pay a saes fee to your deaer when you purchase your Securities, but you do not pay a redemption fee when you redeem your Securities. The amount of the saes fee is negotiated between you and your deaer, but cannot exceed 5% of the cost of the Securities purchased. For Series A and B of the Russe Group of Funds, Fee Based Securities, Patform Series Securities and Series O and O-7, the amount of the saes fee is aways 0%, which is effectivey the same as a no oad purchase option. 2. Low oad. Under the ow oad purchase option, you do not pay a saes fee when you purchase your Securities. If you redeem your Securities within three years after purchasing them, you pay us a redemption fee. The redemption fee is cacuated as a percentage of the origina cost of your Securities being redeemed and decreases each year over a three year period. If you hod your Securities for three or more years (which we then ca Matured Securities), you pay no redemption fee when you redeem those Matured Securities. See Fees and expenses payabe directy by you for more information, incuding the schedue of Russe Investments // Simpified Prospectus // Russe Funds 19