AMENDMENT NO. 1 dated December 18, 2009 to the SIMPLIFIED PROSPECTUS dated August 14, (the Prospectus ) Class A and Class F Units of:

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1 AMENDMENT NO. 1 dated December 18, 2009 to the SIMPLIFIED PROSPECTUS dated August 14, 2009 (the Prospectus ) Class A and Class F Units of: ACUITY DIVERSIFIED INCOME FUND (formerly, Acuity Income Trust Fund) Introduction The Prospectus relating to the offering of class A and class F units of the Acuity Diversified Income Fund is amended as noted below. All defined terms have the meanings ascribed to them in the Prospectus unless otherwise specifically defined in this Amendment No. 1. Summary of Amendment The Prospectus is amended to change the investment volatility risk classification of the Acuity Diversified Income Fund from moderate to low to moderate. Amendment Acuity Diversified Income Fund The paragraph under the heading Who Should Invest in this Fund on page 49 is hereby deleted in its entirety and replaced with the following: Generally speaking, this Fund is suitable for income-oriented investors who have medium to long-term investment time horizons and low to moderate tolerance for risk. This Fund may also be suitable for investors who wish to receive a monthly distribution. Please refer to Who Should Invest in this Fund? on page 31 for more information. Purchaser s Statutory Rights Securities legislation in several of the provinces and territories provides purchasers with the right to withdraw from an agreement to purchase mutual fund securities within two business days after receipt of a simplified prospectus or within forty-eight hours after the receipt of a confirmation of purchase of such securities. If the agreement is to purchase such securities under a contractual plan, the time period during which withdrawal may be made may be longer. In several of the provinces and territories, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages where the simplified prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser but such remedies must be exercised by the purchaser within the time limit prescribed by the securities legislation of the securityholder s province or territory. The purchaser should refer to any applicable provision of the securities legislation of the purchaser s province or territory for the particulars of these rights or consult with a legal advisor.

2 ACUITY TRUST F UNDS Offering Class A and Class F Units of: Equity Funds Acuity Canadian Equity Fund Acuity All Cap 30 Canadian Equity Fund Acuity Canadian Small Cap Fund Acuity Natural Resource Fund Acuity Clean Environment Equity Fund Acuity EAFE Equity Fund ACUITY FUNDS Balanced Funds Acuity Canadian Balanced Fund Acuity Conservative Asset Allocation Fund Income Funds Acuity Diversified Income Fund (formerly Acuity Income Trust Fund) Acuity Growth & Income Fund Acuity High Income Fund Acuity Dividend Fund Acuity Fixed Income Fund Acuity Global High Income Fund Acuity Global Dividend Fund Acuity Money Market Fund SIMPLIFIED PROSPECTUS AUGUST 14, 2009 SRI Funds Acuity Social Values Canadian Equity Fund Acuity Social Values Global Equity Fund Acuity Social Values Balanced Fund ACUITY A LPHA PORTFOLIOS Offering Class A and Class F Units of: Alpha Global Portfolio Alpha Growth Portfolio Alpha Balanced Portfolio Alpha Social Values Portfolio Alpha Income Portfolio ACUITY CORPORATE C LASS LTD. Offering Series A and Series F Shares of the following classes of Acuity Corporate Class Ltd.: Acuity All Cap 30 Canadian Equity Class Acuity Natural Resource Class Acuity High Income Class Acuity Global Dividend Class Acuity Short Term Income Class No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The funds and the securities of the funds offered under this simplified prospectus are not registered with the United States Securities and Exchange Commission and they are sold in the United States only in reliance on exemptions from registrations.

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4 TABLE OF CONTENTS Page # Introduction... 1 What is a Mutual Fund and What are the Risks of Investing in a Mutual Fund?...2 Organization and Management of the Acuity Funds...7 Fund-on-Fund Investments and Fund Mergers...8 Purchases, Switches and Redemptions...8 Optional Services...16 Fees and Expenses...18 Impact of Sales Charges...24 Dealer Compensation...24 Dealer Compensation From Management Fees...26 Income Tax Considerations For Investors...26 What Are Your Legal Rights?...29 FUND SPECIFIC INFORMATION Acuity Canadian Equity Fund...32 Acuity All Cap 30 Canadian Equity Fund...34 Acuity Canadian Small Cap Fund...36 Acuity Natural Resource Fund...38 Acuity Clean Environment Equity Fund...40 Acuity EAFE Equity Fund...42 Acuity Canadian Balanced Fund...44 Acuity Conservative Asset Allocation Fund...46 Acuity Diversified Income Fund (formerly Acuity Income Trust Fund)...48 Acuity Growth & Income Fund...50 Acuity High Income Fund...52 Acuity Dividend Fund...54 Acuity Fixed Income Fund...56 Acuity Global High Income Fund...58 Acuity Global Dividend Fund...60 Acuity Money Market Fund...62 Acuity Social Values Canadian Equity Fund...64 Acuity Social Values Global Equity Fund...66 Acuity Social Values Balanced Fund...68 Alpha Global Portfolio...71 Alpha Growth Portfolio...73 Alpha Balanced Portfolio...75 Alpha Social Values Portfolio...77 Alpha Income Portfolio...79 Acuity All Cap 30 Canadian Equity Class...81 Acuity Natural Resource Class...83 Acuity High Income Class...85 Acuity Global Dividend Class...87 Acuity Short Term Income Class...89

5 INTRODUCTION This document contains selected important information to help you make an informed investment decision and to help you understand your rights as an investor in the mutual funds (each a Fund and collectively, the Funds ) managed by Acuity Funds Ltd. ( Acuity or the Manager ) and offered under this simplified prospectus. The Funds are organized under 3 groupings: Acuity s regular Funds which are organized as trusts and include Acuity Canadian Equity Fund, Acuity All Cap 30 Canadian Equity Fund, Acuity Canadian Small Cap Fund, Acuity Natural Resource Fund, Acuity Clean Environment Equity Fund, Acuity EAFE Equity Fund, Acuity Canadian Balanced Fund, Acuity Conservative Asset Allocation Fund, Acuity Diversified Income Fund (formerly Acuity Income Trust Fund), Acuity Growth & Income Fund, Acuity High Income Fund, Acuity Dividend Fund, Acuity Fixed Income Fund, Acuity Global High Income Fund, Acuity Global Dividend Fund, Acuity Money Market Fund, Acuity Social Values Canadian Equity Fund, Acuity Social Values Global Equity Fund and Acuity Social Values Balanced Fund. Acuity s Alpha Portfolios (each an Alpha Portfolio ) which are organized as trusts and invest exclusively in securities of other Funds. The Alpha Portfolios include Alpha Global Portfolio, Alpha Growth Portfolio, Alpha Balanced Portfolio, Alpha Social Values Portfolio and Alpha Income Portfolio. All Funds within these first 2 groupings (i.e., Acuity s regular Funds and the Alpha Portfolios) are collectively referred to in this document as the Trust Funds. Acuity s corporate Funds which are each a separate class of shares of Acuity Corporate Class Ltd. (sometimes referred to in this document as the Corporation ). These corporate funds include Acuity All Cap 30 Canadian Equity Class, Acuity Natural Resource Class, Acuity High Income Class, Acuity Global Dividend Class and Acuity Short Term Income Class. Funds within this last grouping are collectively referred to in this document as the Corporate Funds. This document is divided into two parts. The first part (from pages 1 to 29) contains general information applicable to all of the Funds offered and managed by Acuity, and the second part (from pages 30 to 90) contains more Fund-specific information. Additional information about the Funds is available in the Funds Annual Information Form, the most recently filed annual financial statements, any interim financial statements of the Funds filed after those annual financial statements, the most recently filed annual management report of fund performance and any interim management report of fund performance filed after such annual management report of fund performance. These documents are incorporated by reference into this document, which means that they legally form part of this document just as if they were printed as part of this document. You can get a copy of these documents, at your request, and at no cost, by following the instructions regarding the delivery of such documents contained in the account application forms attached hereto, calling us toll-free at or by contacting your financial adviser. These documents are also available on the Acuity Internet site at or by ing us at These documents and other information about the Funds is available at

6 What is a Mutual Fund? WHAT IS A MUTUAL FUND AND WHAT ARE THE RISKS OF INVESTING IN A MUTUAL FUND? Generally speaking, there are two ways to organize or structure a mutual fund - a mutual fund trust or a mutual fund corporation. Both forms of mutual funds allow you to pool your savings with other investors seeking the same investment objective. The key differences between a mutual fund trust and a mutual fund corporation include the following: Investors buy units of a mutual fund trust and shares of a mutual fund corporation. However, both units and shares represent ownership in the mutual fund. A mutual fund trust has one investment objective. In contrast, a mutual fund corporation has more than one investment objective, each of which is represented by a separate class of shares and operates like a separate mutual fund. A switch between different mutual fund trusts, or between a mutual fund trust and a fund that is a class of shares of a mutual fund corporation, is a redemption (sale) for income tax purposes. However, a switch between classes of a mutual fund corporation is called a conversion, which is not considered a disposition for tax purposes (so no capital gain or loss will arise on conversion). The mutual fund corporation is a single entity for tax purposes regardless of how many classes it offers. Trust funds are distinct taxable entities for tax purposes. Mutual fund investors share the fund s income and expenses, as well as the gains and losses, in proportion to the number of units or shares they own. A mutual fund may own different types of investments - stocks, bonds, cash - depending upon the fund s investment objectives. The value of these investments will change from day to day, reflecting changes in interest rates, economic conditions, and market and company news. As a result, the value of a mutual fund s units or shares (as the case may be) may go up and down, and the value of your investment in a mutual fund may be more or less when you redeem it than when you purchased it. The full amount of your investment in any mutual fund is not guaranteed. Unlike bank accounts or GICs, mutual fund units are not covered by the Canada Deposit Insurance Corporation or any other government deposit insurer. Under exceptional circumstances, a mutual fund may suspend redemptions see "Redemptions" below. General Investment Risks Equity Risk Funds that concentrate on equity investments are affected by specific company developments, by stock market conditions and by general economic and financial conditions in those countries where the investments are listed for trading. Equity funds generally tend to be more volatile than fixed income funds, and the value of their securities may vary more widely than fixed income funds

7 Fixed Income Risk Funds that concentrate on fixed income investments are affected primarily by interest rates and the credit rating of the issuer of the investments. An increase in interest rates generally causes the value of fixed income securities to decline; conversely, a decrease in rates generally causes the value of those securities to increase. Credit risk is the risk that an issuer of fixed income or debt securities will default on payment and includes the risk that an issuer s debt securities may be given a lowered credit rating which would increase the volatility of its price. Foreign Market Risk Foreign portfolio investments are affected by world and regional economic factors and, in many cases, by the value of the Canadian dollar as measured against foreign currencies. There is often less available information about foreign companies than their North American counterparts due to less stringent reporting standards, government regulation and other disclosure requirements. This may make the price changes of investments in those companies increase or decrease more rapidly. Foreign stock markets may also be less liquid and more volatile, and may be subject to different financial, political or social factors, which could negatively impact the value of a fund's investments. Also, income and gains on foreign investments may be subject to withholding tax imposed by foreign governments for which investors may not receive a full tax credit. Such investments are also subject to the risk of possible expropriation or confiscatory taxation. As a result, funds that specialize in foreign portfolio investments tend to be the most volatile funds in the short term, but may offer the potential of higher returns over the long-term. Derivative Risk Funds that invest in derivatives enter into a contract, with another party, whose value is based on the performance of other investments such as equities, bonds, currencies or a market index. Some of the common risks associated with using derivatives are: the use of derivatives for hedging may not be effective; there is no guarantee a market will exist when a fund wants to buy or sell a derivative contract; the other party to the derivative contract may not be able to meet its obligations; the exchanges on which some derivatives are traded may set daily trading limits on futures contracts, preventing a fund from closing a contract; if an exchange halts trading in a certain stock option, a fund may not be able to close its position in an option; and the price of a derivative may not accurately reflect the value of the underlying security or index. Income Trust Risk An income trust generally holds debt and/or equity securities of an underlying active business or is entitled to receive a royalty on revenues generated by such business. Distributions and returns on income trusts are neither fixed nor guaranteed. In addition, funds that invest in income trusts such as oil, gas and other commodity-based royalty trusts, real estate investment trusts and pipeline and power trusts will have other varying degrees of risk depending on its sector and the underlying asset or business. These may include business developments such as a decision to expand into a new type of business, the entering into of a favourable supply contract, the cancellation by a major customer of its contract or significant litigation. There is also risk that where claims against an income trust are not satisfied by that income trust, investors could be held liable for such outstanding claims. Certain jurisdictions have enacted legislation to protect investors in this regard. Provisions to the Income Tax Act (Canada) ( Tax Act ) have been enacted which, generally, impose a tax on certain publicly traded income trusts and limited partnerships with respect to certain earnings. The amount of related distributions or allocations to investors in the trust or partnership will generally be - 3 -

8 taxed in the hands of the investor as a taxable dividend from a taxable Canadian corporation, which will be eligible for the enhanced dividend tax credit. Generally, these measures apply beginning with the 2011 taxation year for affected income trusts and partnerships that were publicly traded before November 1, 2006 (subject to an earlier application where certain growth guidelines are exceeded), and beginning with the 2007 taxation year for trusts and partnerships that begin to be publicly traded after October 31, The changes reduce the tax effectiveness of affected income trusts and limited partnerships. Securities Lending, Repurchase and Reverse Repurchase Transaction Risk Funds may invest in securities lending, repurchase and reverse repurchase transactions in order to seek to earn additional returns. Securities lending is an agreement whereby a mutual fund lends securities through an authorized agent in exchange for a fee and some form of acceptable collateral. Under a repurchase transaction, a mutual fund agrees to sell securities for cash while, at the same time, assumes an obligation to repurchase the same securities for cash (usually at a lower price) at a later date. A reverse repurchase transaction is an agreement whereby a mutual fund buys securities for cash while, at the same time, agrees to resell the same securities for cash (usually at a higher price) at a later date. The risks associated with securities lending, repurchase or reverse repurchase transactions arise when the counterparty to such transaction defaults under the investment agreement and the mutual fund is forced to make a claim in order to recover its investment. In a securities lending or repurchase transaction, the mutual fund could incur a loss if the value of the securities loaned or sold by the mutual fund increases relative to the value of the collateral held by the mutual fund. In the case of a reverse repurchase transaction, the mutual fund could incur a loss if the value of the securities purchased by the mutual fund decreases relative to the value of the collateral held by the mutual fund. Mutual funds (including the Funds) manage the risks associated with these particular investments by: holding collateral equal to a minimum of 102% of the market value of the securities loaned (for securities lending transactions), sold (for repurchase transactions) or purchased (for reverse repurchase transactions) as the case may be; adjusting the amount of the collateral each business day to ensure the collateral s value relative to the market value of the securities loaned, sold or purchased remains within the 102% limit; limiting the aggregate value of all securities loaned or sold through securities lending and repurchase transactions to under 50% of the total assets (without including the collateral) of the fund. Money Market Risk A money market fund s yield will change in response to market interest rates. In general, as interest rates go up, so will the money market fund s yield, and vice versa. While the Manager intends to maintain a constant unit price for Acuity Money Market Fund, there is no guarantee that the unit price will not fluctuate. Extreme changes in interest rates and/or sudden credit deterioration of a holding could cause the value to decrease. Concentration Risk Funds that concentrate their investments in a relatively small number of securities, certain sectors, specific investment themes or specific regions or countries are susceptible to higher volatility since the value of the fund s portfolio will vary more in response to changes in the market value of these securities, sectors, regions or countries

9 Small Cap Risk Capitalization is a measure of the value of a company. Companies with small capitalization may not have a well-developed or liquid market for their securities. Accordingly, these securities may be difficult to trade, making their prices more volatile than securities of companies with large capitalization. Large Transaction Risk Some Funds may have particular investors who own a significant amount of the Fund s securities. Those investors could be other Acuity-managed mutual funds who invest directly in a portfolio of other mutual funds ( Underlying Funds ) and may become large investors in a Fund. Furthermore, other institutions such as banks, insurance companies or other mutual fund companies may purchase securities of the Funds for their own mutual funds or other pooled investments. Large purchases and redemptions can adversely affect a fund s return because the fund may be forced to sell investments at unfavourable prices or hold a large amount of cash until it can find suitable investments. For example, if a large investor decides to redeem its investment in a Fund, the Fund may have to sell portfolio investments so that it can pay the redemption proceeds. These investments may have to be sold before the portfolio manager believes the time is right to do so. This includes selling investments in a market cycle downturn, where many investments have declined in value, or at any other time when a particular investment is sold below its anticipated worth. Multi-Class / Multi-Series Risk Funds that have a multiple class (for trust funds) or multiple series (for corporate funds) structure track expenses and fees of each class or series separately. However, if for any reason a fund cannot pay the expenses and fees of one class or series (as the case may be) using its proportionate share of assets, those fees and expenses will continue to be liabilities of the fund as a whole. Accordingly, the investment performance, expenses or liabilities of one class or series may affect the value of the securities of another class or series. Corporate Class Risk The classes of shares of a mutual fund corporation (like Acuity Corporate Class Ltd.) all share in the common expenses of the mutual fund corporation. However, expenses applicable to a particular portfolio investment, such as brokerage and interest expenses, and other obligations, are allocated to the relevant class and paid out of the investments and other assets attributable to that class. A mutual fund corporation as a whole is legally responsible for all the expenses and other obligations of all of the classes. If there are not enough assets attributable to a class to pay its expenses and obligations, assets attributable to other classes will be used to pay such expenses and other obligations. In such circumstances, the share price of the other classes will decline by their proportionate share of the shortfall

10 There are also some risks associated with all types of investments, including an investment in a Fund. Some of these include: Information risk The risk that information about a security or issuer or the market might not be available, complete, accurate or comparable. Liquidity risk The risk that occurs when investments cannot be readily sold. A mutual fund may have to accept a less-than-desirable price to complete the sale of an illiquid security or may not be able to sell it at all. Opportunity risk The risk of missing out on an investment opportunity because the assets needed to take advantage of it are committed to less advantageous investments or strategies. Transaction risk The risk that a mutual fund may be delayed or unable to settle a transaction or that commissions and settlement expenses may be higher than usual

11 ORGANIZATION AND MANAGEMENT OF THE ACUITY FUNDS MANAGER Acuity Funds Ltd. 40 King Street West Scotia Plaza, 56 th Floor Toronto, Ontario M5H 3Y2 Telephone: (416) Facsimile: (416) Toll Free: TRUSTEE Acuity Funds Ltd. Toronto, Ontario PORTFOLIO ADVISER Acuity Investment Management Inc. Toronto, Ontario CUSTODIAN CIBC Mellon Global Securities Services Company Toronto, Ontario REGISTRAR & TRANSFER AGENT Acuity Investor Services Inc. Toronto, Ontario AUDITORS Deloitte & Touche LLP Toronto, Ontario Acuity manages the overall business of the Funds, including providing fund accounting and administration services and promoting sales of the Funds securities. With respect to the Trust Funds, the trustee holds actual title to the property (cash and securities) on behalf of the investor. Acuity Investment Management Inc., an affiliate of the Manager, provides investment management services for the Funds. The custodian has physical custody of the securities in the Funds portfolios and ensures that these assets are safely held. As registrar, Acuity Investor Services Inc., a wholly owned subsidiary of the Manager, keeps track of the owners of the securities of the Funds, processes purchase, switch and redemption orders, issues investor account statements and issues annual tax reporting information. The auditors provide an opinion on whether the Funds financial statements present fairly, in all material respects, their financial position and results of operations in accordance with generally accepted accounting principles. Although you will not approve any change of auditor, you will receive written notice of any proposed auditor change at least 60 days prior to the change

12 INDEPENDENT REVIEW COMMITTEE In accordance with National Instrument Independent Review Committee for Mutual Funds, Acuity has established an Independent Review Committee ( IRC ) charged with overseeing all conflict of interest matters relating to the operation of the investment funds managed by Acuity, including the Funds. The IRC became fully operational on November 1, 2007 and prepares, at least annually, a report of its activities for securityholders which is available on the Funds website at or, at your request and at no cost, by calling toll free or by at FUND-ON-FUND INVESTMENTS AND FUND MERGERS The IRC is comprised of three members, each of whom is independent of Manager, its affiliates and the Funds. Additional information about the IRC, including the names of its members and governance of the Funds, is available in the Funds annual information form. The Alpha Portfolios and the Corporate Funds (collectively referred to in this context as the Top Funds ) invest all, or substantially all, of their assets in other Funds (collectively referred to in this context as the Underlying Funds as part of their investment strategies). Investors in a Top Fund have no rights of ownership in securities of an Underlying Fund. Acuity, as manager of both the Top Funds and the Underlying Funds, will not vote the securities of the Underlying Funds acquired and held by the Top Funds through this fund-on-fund investing. In this circumstance, Acuity may, but without obligation to do so, arrange for the securities of an Underlying Fund to be voted by the beneficial securityholders of the applicable Top Fund having regard to the cost and complexity associated with implementing such flow-through voting arrangements. In certain circumstances, the IRC may be permitted under securities legislation to approve a fund merger. In these circumstances, your approval for the merger will not be solicited, but you will receive written notice of the merger at least 60 days prior to the effective date of the merger. Generally PURCHASES, SWITCHES AND REDEMPTIONS Each Trust Fund offers Class A Units and Class F Units. The Corporate Funds offer Series A Shares and Series F Shares. In this document, we sometimes refer to these classes of units and series of shares collectively as securities. We also refer to investors who hold units in the Trust Funds or shares of the Corporate Funds collectively as securityholders. How much a Fund is worth is called its Net Asset Value. The Net Asset Value of a Fund s units or shares, as the case may be, is sometimes referred to in this document as NAV per security and is the basis of all transactions involving buying, switching and redeeming securities. NAV per security is calculated at the close of trading on each day that the Toronto Stock Exchange is open for a full day of trading (a valuation day ). The NAV per security of each Fund is based on the market value of the proportionate share of the assets of the Fund attributable to the applicable class of - 8 -

13 units or series of shares less any liabilities of the Fund allocated to that class of units or series of shares, divided by the total number of securities of that class of units or series of shares outstanding on the immediately preceding valuation day. You may purchase, switch, change or redeem securities of a Fund only through registered dealers in each jurisdiction where the securities are qualified for sale. If we receive your purchase, switch, change or redemption order before the close of trading on any valuation day, we will process your order at the applicable NAV per security on that valuation day. Otherwise, we will process your order at the applicable NAV per security on the next valuation day. PURCHASES Generally Class A Units and Series A Shares are available for sale under 4 different purchase options. Class F Units and Series F Shares are available for sale only through certain dealers who offer "wrap" or "fee for service" programs see below for more information. If we don t receive payment within three business days of processing your purchase order, we will redeem your securities on the next valuation day. If the proceeds are greater than the payment you owe, the Funds are required by securities regulation to keep the difference. If the proceeds are less than the payment you owe, your dealer will be required to pay the difference, and may wish to collect this amount plus the expenses of doing so from you. We may reject your purchase order within one business day of receiving it. Any monies sent with your order will be returned immediately. Purchases of Class A Units / Series A Shares You may buy Class A Units and Series A Shares under the initial sales charge option, the level load option, the low load option or the deferred sales charge option. Your choice of purchase option affects the sales charges you, or we, will pay to your dealer. See Fees and Expenses and Dealer Compensation below for more information. Under the initial sales charge option, you pay a commission to your dealer when you buy securities of a Fund. The commission is negotiable between you and your dealer, but cannot exceed 5% of the purchase amount paid for the securities. This commission will be deducted from the amount you initially invest. Hence, the number of securities which you will acquire will be determined by deducting the commission from the amount paid and dividing the amount so derived by the NAV per security at such time. Under the level load option, we pay a commission to your dealer on your behalf when you buy securities, but you may be required to pay a redemption fee if you redeem or change your securities within the following 3 years. The redemption fee is a percentage of the initial cost of your investment and declines at the rates shown in the Fees and Expenses table. Under the low load option, we pay a commission to your dealer on your behalf when you buy securities, but you may be required to pay a redemption fee if you redeem or change your securities within the following 3 years. The redemption fee is a percentage of the initial cost of your investment and declines at the rates shown in the Fees and Expenses table

14 Under the deferred sales charge option, we pay a commission to your dealer on your behalf when you buy securities, but you may be required to pay a redemption fee if you redeem or change your securities within the following 6 years. The redemption fee is a percentage of the initial cost of your investment and declines at the rates shown in the "Fees and Expenses" table. A 10% free redemption entitlement applies to the redemption of Class A Units and Series A Shares purchased under the deferred sales charge option. See Redeeming Class A Units/Series A Shares Purchased Under the Deferred Sales Charge Option below. Except for the Alpha Portfolios, your first investment in a Fund must be at least $500 (before deduction of the sales commission, if applicable). Your first investment in an Alpha Portfolio must be at least $10,000 (before deduction of the sales commission, if applicable). These minimum amount thresholds may be waived or lowered by Acuity in its sole discretion. After your first investment, you can make further investments in a Fund in amounts of at least $100 for regular accounts and $500 for investments governed by registered plans. An account governed by an automatic purchase plan is, depending upon the frequency of periodic-purchase selected by you, subject to the following minimum investments - weekly purchases ($50), every-other-week purchases ($50), twice-monthly purchases ($50), monthly purchases ($50), every-other-month purchases ($50), quarterly-purchases ($100), semi-annual purchases ($100) or annual purchases ($100). See Optional Services below for more information. Purchases of Class F Units / Series F Shares Class F Units and Series F Shares are available through certain dealers for investment programs that have been approved by Acuity. They include dealer "wrap" programs where various mutual funds are bundled together, and fee for service programs offered by some financial advisers. An investor in one of these programs pays a fee to his or her dealer based on the assets in the investor s account and/or for financial planning advice. Your dealer or financial adviser must enter into an agreement with Acuity before selling Class F Units and Series F Shares. No sales or redemption fees are payable for purchases or sales of Class F Units and Series F Shares, and Acuity does not pay any trailing or other commissions on them. If you cease to be eligible to hold Class F Units or Series F Shares, we may change your Class F Units into Class A Units and Series F Shares into Series A Shares of the same Fund after giving you 30 days prior notice, unless you notify us during the notice period and we agree that you are once again eligible to hold Class F Units or Series F Shares. When changing to Class A Units or Series F Shares, your dealer may charge a front-end sales charge or subject your units to a deferred sales charge. Purchases of Acuity Short Term Income Class Purchases of shares of the Acuity Short Term Income Class are restricted solely to those investors who have held (and currently hold) shares of one or more other Corporate Funds for a minimum of 12 consecutive months prior to the purchase. Acuity Corporate Class Ltd. retains the discretion to waive, abridge or change these conditions at any time. SWITCHES Generally You can at any time switch all or part of your investment in one Fund to a different Fund through your dealer. You may also change between classes of the same Fund or series of the same Fund if you are

15 eligible to purchase that particular class or series. The different types of switches and changes are described below. If you are switching securities that you bought under the level load option, low load option or deferred sales charge option into the same purchase option of another Fund, the new securities will have the same redemption fee schedule as the original securities and no redemption fee will be payable on the date of the switch. Your dealer may charge a negotiable fee of at most 2% of the value of the securities you switch. It is your responsibility to advise your broker or dealer that such broker or dealer will receive the switch fee rather than a sales commission at the time of the switch. This switching fee will be deducted from the amount to be invested on switching and it will be paid to your broker or dealer. There may also be a redemption fee payable if Class A Units or Series A Shares are redeemed to pay the switching fee. If you redeem or switch securities of a Fund within 5 days of purchase or switch and there is reason to believe that such short-term trading activities may be detrimental to the Fund, you will be charged a shortterm trading fee by that Fund equal to 2% of the NAV per security of the securities being redeemed or switched on the date of redemption or switch. If you redeem or switch securities of a Fund within 30 days of purchase or switch, and the amount being redeemed or switched exceeds $500,000, you will be charged a short-term trading fee by that Fund equal to 2% of the NAV per security of the securities being redeemed or switched on the date of redemption or switch. If you redeem or switch securities of a Fund within 90 days of purchase or switch, you may be charged a short-term trading fee by that Fund equal to 2% of the NAV per security of the securities being redeemed or switched on the date of redemption or switch. Short-term trading fees do not apply to: securities redeemed pursuant to Acuity s Automatic Withdrawal Plan, including withdrawals required by law to be made from registered tax plans; redemptions of the Acuity Money Market Fund or the Acuity Short Term Income Class; securities acquired through reinvested distributions or dividends; the settlement of an estate in connection with the death of a unitholder; redemptions made from a registered tax plan where the beneficiary dies or becomes incapacitated; or other circumstances as determined in Acuity s sole discretion. All short-term trading fees are deducted from the amount you redeem or switch and are paid to the affected Fund. Short-term trading fees are in addition to any initial sales charges, deferred sales charges or switch fees that may apply. In order to deter certain trading activities that can be detrimental to a Fund and its investors, a switch of securities of one Fund to securities of the same class or series of another Fund may trigger the imposition of a short-term trading fee under certain specified circumstances see Short-term trading fees on page 23 for more information. Short-term trading fees are in addition to any applicable initial sales charges, deferred sales charges or switch fees that may apply. In addition to any applicable short-term trading fee, we may, in our sole discretion, decline future purchase or switch orders if we determine that a particular investor s trading activities are detrimental to a Fund or otherwise disruptive to efficient portfolio

16 management. Such transactions could be rejected by Acuity because of the timing or amount of the order or because of a history of excessive trading. This ability to switch between Funds is not available if the request to switch securities is accompanied with a request to transfer the ownership of the securities to another person. This right to switch securities may be cancelled at any time by Acuity upon 30 days written notice to the securityholders. The redemption of a Trust Fund pursuant to the exercise of this switching privilege may cause you to realize a capital gain or loss for tax purposes, please see Income Tax Considerations for Investors below for more information. Switches Involving Trust Funds: Switching Between Trust Funds You can switch all or part of your investment in one Trust Fund to the same class of units of a different Trust Fund through your dealer. Switches between Trust Fund involves both a redemption and a purchase resulting in a taxable disposition of the units switched. Accordingly, you may realize a capital gain or loss on the switch transaction see Income Tax Considerations For Investors below for more information. Switching From a Trust Fund to a Corporate Fund You can switch some or all of your units of a Trust Fund for shares of any Corporate Fund (except the Acuity Short Term Income Class). This type of switch will be considered a disposition for tax purposes and, accordingly, you may realize a capital gain or loss see Income Tax Consideration for Investors below for more information. You may only switch Class A Units of a Trust Fund to Series F Shares of a Corporate Fund if you meet the eligibility requirements for the Series F Shares. See Purchases of Class F Units / Series F Shares above for more information. Before switching any Class A Units of a Trust Fund to Series F Shares of a Corporate Fund, you will have to pay any applicable deferred sales charges if you purchased such securities under the deferred sales charge option, the low load option or the level load option. Changing Classes You may change Class A Units of a Trust Fund into Class F Units of the same Trust Fund if you meet the eligibility requirements for the Class F Units. See Purchases of Class F Units / Series F Shares above for more information. Before changing any Class A Units of a Trust Fund into Class F Units of the same Trust Fund, you will have to pay any applicable deferred sales charges if you purchased such units under the deferred sales charge option, the low load option or the level load option. Upon changing your units of a Trust Fund from one class to another, the number of units you will hold will change since each class of a Trust Fund has a different NAV per security. A change between classes of the same Trust Fund will not be considered a disposition for tax purposes and, accordingly, provided there is no redemption of units in order to pay the deferred sales charge, you will not realize a capital gain or loss see Income Tax Considerations for Investors below for more information

17 Switching Between Purchase Options You are permitted to switch your Class A Units acquired under a purchase option of one Trust Fund to Class A Units of a different purchase option of another Trust Fund in accordance with Acuity s policies and procedures. Switches of Class A Units purchased under the initial sales charge option to the low load option within the same Trust Fund are not permitted. We recommend, however, that you only switch Class A Units to the same purchase option in order to avoid any unnecessary additional charges, including any deferred sales charges that apply at the time of the switch. A switch of Class A Units purchased under the level load option, the low load option or the deferred sales charge option that are no longer subject to a deferred sales charge (i.e., the deferred sales charge schedule has expired) to Class A Units purchased under the initial sales charge option may result in an increase in the service fee (trailer) paid by Acuity to your dealer without increased costs to you see Dealer Compensation below for more information. For these particular switches, Acuity requires written authorization from you through your dealer prior to making this switch. Switches Involving Corporate Funds: Converting Between Corporate Funds You can convert your shares of one Corporate Fund to shares of the same series of shares of a different Corporate Fund through your dealer. These conversions will not be considered dispositions for tax purposes and accordingly, you will not realize a capital gain nor will there be a change in the cost base of your shares upon conversion see Income Tax Considerations for Investors below for more information. A conversion of shares of a Corporate Fund to shares of the Acuity Short Term Income Class is restricted solely to those investors who have held (and currently hold) shares of one or more other Corporate Funds for a minimum of 12 consecutive months prior to the switch. Acuity Corporate Class Ltd. retains the discretion to waive, abridge or change these conditions at any time. Switching From a Corporate Fund to a Trust Fund You can switch some or all of your shares of a Corporate Fund for units of any Trust Fund. This type of switch will be considered a disposition for tax purposes and, accordingly, you may realize a capital gain or loss see Income Tax Consideration for Investors below for more information. You may only switch Series A Shares of a Corporate Fund to Class F Units of a Trust Fund if you meet the eligibility requirements for the to Class F Units. See Purchases of Class F Units / Series F Shares above for more information. Before switching any Series A Shares of a Corporate Fund to Class F Units of a Trust Fund, you will have to pay any applicable deferred sales charges if you purchased such securities under the deferred sales charge option, the low load option or the level load option. Changing Series You may change Series A Shares of a Corporate Fund into Series F Shares of the same Corporate Fund if you meet the eligibility requirements for the Series F Shares. See Purchases of Class F Units / Series F Shares above for more information

18 Before changing any Series A Shares of a Corporate Fund into Series F Shares of the same Corporate Fund, you will have to pay any applicable deferred sales charges if you purchased such shares under the deferred sales charge option, the low load option or the level load option. Upon changing your shares of a Corporate Fund from one series to another, the number of shares you will hold will change since each series of a Corporate Fund has a different NAV per security. A change between series of the same Corporate Fund will not be considered a disposition for tax purposes and, accordingly, provided there is no redemption of shares in order to pay the deferred sales charge, you will not realize a capital gain or loss see Income Tax Considerations for Investors below for more information. Switching Between Purchase Options You are permitted to switch your Series A Shares acquired under a purchase option of one Corporate Fund to Series A Shares of a different purchase option of another Corporate Fund in accordance with Acuity s policies and procedures. Switches of Series A Shares purchased under the initial sales charge option to the low load option within the same Corporate Fund are not permitted. We recommend, however, that you only switch Series A Shares to the same purchase option in order to avoid any unnecessary additional charges, including any deferred sales charges that apply at the time of the switch. A switch of Series A Shares purchased under the level load option, the low load option or the deferred sales charge option that are no longer subject to a deferred sales charge (i.e., the deferred sales charge schedule has expired) to Series A Shares purchased under the initial sales charge option may result in an increase in the service fee (trailer) paid by Acuity to your dealer without increased costs to you see Dealer Compensation below for more information. For these particular switches, Acuity requires written authorization from you through your dealer prior to making this switch. REDEMPTIONS Your dealer will forward your redemption order to our offices on the same day the dealer receives it from you. Your written redemption order must have your signature guaranteed by a bank, trust company or dealer for your protection. If the securityholder is a corporation, partnership, agent, fiduciary, or surviving joint owner, additional documentation may be required. If the redemption request relates to a registered plan, additional documentation or withholdings, as required by the Canada Revenue Agency, may be required. Acuity may suspend your right to request a redemption of securities of a Fund for all or part of a period when: (a) (b) normal trading is suspended on a stock, options or futures exchange in Canada or outside Canada upon which securities or derivatives that make up more than 50% of the value or underlying exposure of the Fund s total assets are traded (and those securities or derivatives are not traded on any other exchange that represents a reasonable alternative for the Fund); and with the consent of any securities commission or regulatory body having jurisdiction. If the value of Fund securities in an account is less than $500, the Fund(s) reserves the right to redeem the securities upon 30 days notice. If a partial redemption of securities would cause the value of securities in an account to be less than $500, Acuity reserves the right to automatically redeem such remaining securities after providing the 30 days notice

19 If we don t receive all the documentation we need from you to complete the redemption order within ten business days, we must repurchase your securities on the tenth business day. If the sale proceeds are greater than the repurchase amount, the applicable Fund is required to keep the difference. If the sale proceeds are less than the repurchase amount, you or your dealer will be required to pay that Fund the difference. Your dealer may want to collect this difference from you if that dealer has the contractual right to do so. Once a redemption request is received by Acuity, distributions or dividends, as applicable, will no longer be credited to your account with respect to the securities being redeemed. Payment for securities of a Fund which are redeemed will be made by cheque or, by special arrangement with Acuity, by wire transfer, within three business days after the relevant valuation date, provided the necessary documents have been received. No redemption payments will be made until the investor s cheque in payment for the purchase of any of the securities being redeemed has cleared. In order to deter certain trading activities that can be detrimental to a Fund and its investors, a redemption of securities of a Fund may trigger the imposition of a short-term trading fee under certain specified circumstances see Short-term trading fees on page 23 for more information. Short-term trading fees are in addition to any applicable initial sales charges, deferred sales charges or switch fees that may apply. Redeeming Class A Units / Series A Shares Purchased Under the Deferred Sales Charge Option You may be required to pay a deferred sales charge on Class A Units and Series A Shares bought under the deferred sales charge option if you redeem or change such securities within 6 years of the date of purchase. This deferred sales charge is a percentage of the original purchase price of your investment, and declines at the rates shown in the Fees and Expenses table below. The deferred sales charge will be deducted from your redemption proceeds and will be paid to Acuity, or, in certain cases, to the appropriate partnership, trust, or other party, if any, which paid the selling commission on the issue of the securities being redeemed or changed or on the securities to which such securities are attributable. The deferred sales charge will also be payable on securities purchased under the deferred sales charge option in the event of the termination of a Fund, on the same basis as outlined above. The redemption fee otherwise applicable to certain redemptions or changes by a holder of securities purchased under the deferred sales charge option is waived, to a maximum of 10% of the aggregate number of securities held by an investor under the deferred sales charge option as at December 31 of the prior year for each Fund. Unused portions of your free redemption entitlement for any year cannot be carried forward to the next. If you choose to receive cash distributions or dividends instead of reinvesting them, 90% of the amount of your cash distributions or dividends will be deducted from your free redemption entitlement. This 10% free redemption amount is not available for securities purchased under the level load option or the low load option. Also, there is no redemption fee payable on 10% of the deferred sales charge securities issued on the automatic reinvestment of distributions or dividends on deferred sales charge securities. In addition, there is no redemption fee payable upon a switch or conversion of deferred sales charge securities from one Fund to deferred sales charge securities of another Fund. Redeeming Class A Units / Series A Shares Purchased Under the Level Load Option You may be required to pay a redemption fee on Class A Units and Series A Shares bought under the level load option if you redeem or change these securities within 3 years of the date of purchase. This

20 redemption fee is a percentage of the original purchase price of your investment, and declines at the rates shown in the Fees and Expenses table below. The redemption fee will be deducted from your redemption proceeds and will be paid to Acuity, or, in certain cases, to the appropriate partnership, trust, or other party, if any, which paid the selling commission on the issue of the securities being redeemed or changed or on the securities to which such securities are attributable. The redemption fee will also be payable on securities purchased under the level load option in the event of the termination of a Fund, on the same basis as outlined above. There is no redemption fee payable upon a switch of level load securities from a Fund to level load securities of another Fund. In addition, there is no redemption fee payable on level load securities issued on the automatic reinvestment of distributions or dividends on level load securities. Redeeming Class A Units / Series A Shares Purchased Under the Low Load Option You may be required to pay a redemption fee on Class A Units and Series A Shares bought under the low load option if you redeem or change these securities within 3 years of the date of purchase. This redemption fee is a percentage of the original purchase price of your investment, and declines at the rates shown in the Fees and Expenses table below. The redemption fee will be deducted from your redemption proceeds and will be paid to Acuity, or, in certain cases, to the appropriate partnership, trust, or other party, if any, which paid the selling commission on the issue of the securities being redeemed or changed or on the securities to which such securities are attributable. The redemption fee will also be payable on securities purchased under the low load option in the event of the termination of a Fund, on the same basis as outlined above. There is no redemption fee payable upon a switch of low load securities from a Fund to low load securities of another Fund. In addition, there is no redemption fee payable on low load securities issued on the automatic reinvestment of distributions or dividends on low load securities. Registered Tax Plans OPTIONAL SERVICES Securities of the Funds are expected to be effective at all material times, qualified investments for registered plans. You can open one of our registered plans through us or through your dealer. We offer registered retirement savings plans (RRSPs), group RRSPs, registered retirement income funds (RRIFs), registered education savings plans (RESPs), life income funds (LIFs), locked-in retirement accounts (LIRAs), locked-in retirement income funds (LRIFs) or tax-free savings accounts (TFSA). Automatic Purchase Plans You can buy securities of the Funds through a pre-authorized chequing plan by completing the appropriate authorization form which we, or your dealer, can provide to you. Through this plan, you will authorize the deduction of a specified amount from your bank account for the purchase of securities of a Fund(s). You can invest weekly (minimum $50), every-other-week (minimum $50), twice-monthly (minimum $50), monthly (minimum $50), every-other-month (minimum $50), quarterly (minimum $100), semi-annually ($100) or annually ($100). Ask us or your dealer for an authorization form to start the plan

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