FIELDHOUSE ADVISOR SERIES PROGRAM Global Precious Metals Class G Shares of FIELDHOUSE PRO FUNDS INC.

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1 This Share Class Supplement when combined with the Base Offering Memorandum (collectively, the Offering Memorandum ) constitutes an offering of the securities described herein only in those jurisdictions where they may be lawfully offered for sale and is not, and under no circumstances is to be construed as, a public offering of such securities. No securities commission or similar regulatory authority in Canada has in any way passed upon the merits of the securities offered hereunder nor has it reviewed this offering memorandum and any representation to the contrary is an offence. There is no market for these securities, and it may be difficult or even impossible for the holders to sell them. These securities are subject to resale restrictions pursuant to the Articles of the Corporation and may only be sold by the holder pursuant to an exemption from prospectus and registration requirements of applicable securities laws. The securities, however, may be redeemed in accordance with the provisions of this offering memorandum. No person has been authorized to give any information or to make any representations about the Class G Shares not contained in this Offering Memorandum. Any such information or representation which is given or received must not be relied upon by any investor. FIELDHOUSE ADVISOR SERIES PROGRAM Global Precious Metals Class G Shares of FIELDHOUSE PRO FUNDS INC. SHARE CLASS SUPPLEMENT January 4, 2016

2 TABLE OF CONTENTS THE FIELDHOUSE ADVISOR SERIES PROGRAM Class G Global Precious Metals... 1 Base Offering Memorandum... 1 Fieldhouse Advisor Series Program... 1 Overview of Class G Global Precious Metals... 1 Investment Objective... 1 Investment Strategy... 1 Investment Restrictions... 2 Base Currency... 2 PORTFOLIO ADVISORY SERVICES... 2 FEES AND EXPENSES... 2 Management Fee... 2 Restricted Shares... 2 CLASS SPECIFIC RISK FACTORS... 3 MATERIAL CONTRACTS... 3 (i)

3 THE FIELDHOUSE ADVISOR SERIES PROGRAM Class G Global Precious Metals Base Offering Memorandum This Share Class Supplement must be read in conjunction with a Base Offering Memorandum for the Fieldhouse Advisor Series Program dated January 4, 2016 (the Base OM ). This Share Class Supplement, when combined with the Base OM, constitutes an offering memorandum for the sale of Shares of the Class G Global Precious Metals investment fund (the Class G Shares ). Capitalized terms not otherwise defined in this Share Class Supplement have the meaning set forth in the Base OM. Fieldhouse Advisor Series Program The Fieldhouse Advisor Series Program is a multi-fund, investment management platform administered by FCMI. Pursuant to the Program, the Corporation (through FCMI) has retained select Portfolio Managers to manage one or more investment portfolios, each with a discrete set of investment objectives, strategies, goals and restrictions and represented by a Class of Shares. Prospective investors can subscribe to one or more Classes to suit particular investment objectives and preferences for risk and return. Overview of Class G Global Precious Metals Class G Shares Global Precious Metals is an investment fund focused on capital investments in publicly traded precious metals companies. In support of the program objective, investment positions may be established from time to time in the physical precious metals and the derivatives or proxies thereof. Investment Objective The investment objective of the Class G Shares is to achieve above average risk adjusted returns through a capital investment portfolio principally consisting of a concentrated group of publicly traded precious metals companies. To achieve above average risk adjusted returns on capital investments the Portfolio Manager will maintain a portfolio of both long and short positions in a concentrated group of publicly traded precious metals companies. In support of the program objective, investment positions may be established from time to time in the physical precious metals and the derivatives or proxies thereof. Investment Strategy The foundation of the Class G Portfolio Manager Investment strategy utilizes a bottom-up selection process coupled with fundamental proprietary research to identify companies that are considered undervalued based on asset potential, metal production and enterprise growth, in addition to assessments of relative value. To source potential investment candidates the Portfolio Manager implements a large scale screening processes utilizing proprietary technical analysis software which is used to seek out the strongest companies in the sector of interest. Potential investments would then be screened using fundamental research to define the top prospects to invest in. Portfolio holdings will typically display strong relative strength to their peers, although the Portfolio Manager contemplates taking both long and short position investments. Entry and exit timing is then managed with the assistance of timing models to enhance the value of the investment decision from the standpoint of the value add of the trade. From a macro risk management prospective the Portfolio Manager may utilize hedging mechanisms from time to time, including exchange traded derivatives to neutralize sector specific market risk. This allows the the Portfolio Manager to enhance relative 1

4 performance and remove the need to unnecessarily liquidate long term growth prospects in challenging liquidity circumstances. In support of the program objective, investment positions may also be established from time to time in the physical precious metals and the derivatives or proxies thereof Investment Restrictions This Program is directed at investments in precious metals, and will have little to no exposure to other business operations or commodity types. This Program otherwise has no geographic or market capitalization restrictions on the security type and the derivatives thereof. The use of investment funds of the Class G Shares are subject to the standard restrictions as set forth under Investment Restrictions in the Base OM. Additionally, the Portfolio Manager may from time to time establish specific investment restrictions for the Class. Such restrictions, if so established, may be amended from time to time by the Portfolio Manager without the consent of, or any notice to, Shareholders of the Class G Shares. Base Currency The operating and reporting currency of the Class G Shares is the Canadian dollar. PORTFOLIO ADVISORY SERVICES John Newell is the Portfolio Manager for the Class G Shares. Mr. Newell has 35 years experience in the investment industry acting as an officer, director, portfolio manager and investment advisor with some of the largest investment firms in Canada including Scotia McLeod, CIBC Wood Gundy and Richardson Greenshields (RBC Capital Markets). Mr. Newell is a partner, director and officer of Fieldhouse Capital Management Inc. Mr. Newell is a specialist in precious metal equities and related commodities, and follows a disciplined proprietary approach incorporating equity research, analytical frameworks and risk controls to evaluate and select long and short stocks primarily from the Canadian small and mid-cap coverage Mr. Newell is a registered portfolio manager advising representative. Management Fee FEES AND EXPENSES Class G Shares incur fees payable to FPFI, FCMI (and the Portfolio Manager) as follows: a Management Fee equal to 2% of NAV on an annualized basis, is payable monthly based on NAV. Class G Shares are also subject to the Administration Fee. For further information on fees, see the Base OM. Restricted Shares The Corporation has issued to FPFI, FCMI and Portfolio Manager 10,000,000 Restricted Shares under this Class. Restricted Shares will be released from restriction and become entitled to be treated by the holder as Class G Shares as follows: an Incentive Accrual will apply equal to 20% of the Total Performance Valuation in each fiscal year, which will be calculated and apply to the release of the Restricted Shares following each fiscal year. For further information, see the Base OM. 2

5 CLASS SPECIFIC RISK FACTORS An investment in Class G Shares involves significant risks. Subscribers should consider the risk factors in evaluating the merits and suitability of an investment. A discussion of risks of which all Classes are subject can be found in the Base OM. MATERIAL CONTRACTS Other than as disclosed in the Base OM, the only material contract in respect of the Class G Shares is the investment management agreement between FCMI and the Portfolio Manager. 3