WISE CAPITAL MANAGEMENT INC.
WISE CAPITAL ALL CAP CANADIAN EQUITY FUND

JUNE 30, 2003

This Offering Memorandum constitutes an offering of the securities described herein only in those jurisdictions and to those persons where and to whom they may be lawfully offered for sale, and therein only by persons permitted to sell such securities. No securities commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits of the securities described herein, and any representation to the contrary is an offence. No prospectus has been filed with any such authority in connection with the securities hereunder. This Offering Memorandum is confidential and is provided to specific prospective investors for the purpose of assisting them and their professional advisors in evaluating the securities offered hereby. This Offering Memorandum is not, and under no circumstances is to be construed as, an advertisement or a public offering of the securities described herein in Canada.

OFFERING MEMORANDUM
Dated June 30 , 2003

The information in this Offering Memorandum is correct only as of the date above.

Fund

Wise Capital All Cap Canadian Equity Fund (the “Fund”) is a unit trust established in the Province of Ontario and governed by a declaration of trust dated June 26, 2003. Wise Capital Management Inc. (“Wisecap”) will be the trustee of the Fund, as approved by the Ontario Securities Commission.

Units of the Fund (“Units”) will be offered on a continuous basis to investors in each of the provinces and territories of Canada, pursuant to prospectus exemptions and, where applicable, registration exemptions.

No certificates will be issued to evidence Units. Unit ownership will be evidenced by an electronic record of Units for each investor.

Initial Purchase of Units

Purchases can be made in cash in any month before the later of the 26th day of the previous month or if a weekend or holiday, then on the following business day. A subscription agreement must be completed. The Fund manager may require an investment management agreement to be completed between the purchaser and Wisecap.

Minimum Subscription Amount

Either: (i) The statutory minimum of the investor’s province, which is $150,000 in Ontario; or (ii) in the case of an Accredited Investors $100,000.

Additional Purchases

Additional Units or partial Units can be purchased at lower amounts than the amount required for the initial purchase. Additional purchases must be $50,000 or greater. This amount can change without notice.

Pricing

The net asset value of the Fund (“NAV”) and the NAV per Unit will be calculated not less frequently than monthly. This NAV will be based on the market value of securities held, less valid ongoing and amortized expenses, and struck the on the last business day of each month, or on an earlier date as the manager may determine to be appropriate.

This offering is not subject to any minimum subscription level, and therefore any funds invested are available to the Fund and need not be refunded.

Sales Charges

There are no sales charges for Units by Wise Capital Management Inc. However, purchases made through a Third Party Dealer may incur sales charges.

Investment Objective

The Fund’s investment objective is to outperform the Canadian equity market over the measurement period, as represented by the S&P/TSX Composite Index. The measurement period is a business cycle of five years, with performance expected of value added to the index over each moving five-year period.

Investment Mandate

 

 

The Fund’s assets will be primarily invested in securities of issuers listed on a Canadian or non-Canadian exchange, including equities, mutual funds, bonds, and any other securities listed on a Canadian or non-Canadian exchange. The Fund may also hold cash or any other liquid security whether listed or not.

The Fund reserves the right to use futures or derivatives or sell short for hedging purposes. That is, to use such instruments with the intention to offset or reduce a risk associated with an investment or group of investments. The Fund will not be in a leveraged situation.

The Fund will not directly invest in commodities, land or buildings.

Manager

Wise Capital Management Inc. is the manager of the Fund, bringing an expertise in equities management. Wisecap will provide investment management, administrative, and Limited Market Dealer services to the Fund.

Wisecap is entitled to charge an investment management fee for these services. Investment management fees will initially be charged and payable by each individual investor and will not be payable by the Fund. Wisecap may discontinue this policy at any time, and charge them to the Fund, at its sole discretion. A fee schedule is available on request or from Wisecap’s website. Wisecap reserves the right to vary fees from time to time upon posting notice of any fee change on its website or
providing written notice by regular mail to Unit holders.

Wise Capital Management Inc. is registered with the Ontario Securities Commission as an Investment Counsel and Portfolio Manager, and limited market dealer.

Sam Wiseman, B.Comm., M.A., CFA, Chief Investment Manager, has 24 years of investment market experience. He has practised as a Portfolio Manager and fiduciary of pension funds since 1990, prior to which he had spent years advising large Canadian pension funds on their investments. Mr. Wiseman has honed his skills working in an investment capacity for two large sophisticated Canadian pension funds and two investment counsel firms. Mr. Wiseman has for many years published articles on investing in institutional journals and has taught portfolio management to both CFA candidates and MBA students.

Wisecap will be investing using a proprietary disciplined value process, developed over many years. It uses several levels of risk control. Live money has been invested in this strategy since Summer 1998.

Custodian

 

The Fund has appointed TD-Waterhouse Institutional Services as custodian of assets, and reserves the right to appoint a different custodian, as it sees fit.

Investors will receive from TD-Waterhouse all monthly statements and tax reporting at calendar year end. TD Mutual Funds Services will issue T3/R16s at year end. The Fund’s financial year end will be December 31 in each year.

Fund Expenses

The Fund will be responsible for all operating expenses, including operating expenses since inception, including but not limited to expenses incurred with the organization of the Fund. It is the current policy of Wisecap to absorb these expenses, but Wisecap may discontinue this policy at any time, and charge them, or any portion thereof, to the Fund, at its sole discretion.

Units

 

 

The price per Unit shall be initially $25.00 Canadian.

The Fund is authorized to issue an unlimited number of series of Units and an unlimited number of Units in each series. Currently there is only one series of Units and each Unit represents an equal interest in the Fund. Initially, Units of the Fund will be of the same series with equal rights and privileges. Fractions of Units may be issued. A fractional Unit carries the rights and privileges and is subject to the restrictions and conditions applicable to whole Units in the proportion it bears to one whole Unit. The trustee may create new series of Units from time to time upon notice to the Unitholders.

Wisecap may place instructions throughout the month to buy or sell Units of the Fund for an investor. These orders will be held in the TD-Waterhouse order system until they are transacted on the last business day of the month.

Risks To Capital

An investment in the Fund carries with it certain risks including: fluctuation in the value per Unit with changes in the market value of the portfolio of the Fund; poor performance compared to other investments in the event of a drop in value of the equity markets; depression of the price of a particular equity or reduction in its trading liquidity due to an adverse event; or an incorrect valuation of a particular investment by Wisecap.

Withdrawals & Portfolio Rebalancing

An investor must provide written notice to Wisecap by the last business day of the month prior to the month of withdrawal of assets from the Fund.

On rebalancing of a client account upon the withdrawal of assets by an investor, Wisecap shall cause sufficient assets in the account or the Fund to be realized upon, after settling all commitments.

Redeemed Units will be placed in cash at the custodian which can be withdrawn from the custodian bank account. The Fund will charge and retain a 0.5% of total contributions’ deferred charge on any withdrawals within one year of the relevant contribution. There are no deferred charges on any contributions left for one year in this Fund or with any other Wisecap managed Fund or account.

Distributions

Income and capital gains are reinvested automatically for additional Units at yearend. Unitholders have the option of receiving a cash distribution upon at least 60 days’ written notice prior to the distribution.

Material Contracts

A Declaration of Trust dated June 30, 2003; and a separate management agreement dated June 30, 2003 between the Fund and Wisecap. Copies of the above are available on request.

Eligibility:

Eligible as Canadian property for RRSPs, RRIFs, RESPs, DPSPs  

Individual Tax Matters

Please consult your tax advisor on all tax matters.
 

STATUTORY AND CONTRACTUAL RIGHTS

Securities legislation in certain of the provinces of Canada grants purchasers, or requires that purchasers be granted, rights of rescission or damages where an offering memorandum or any amendment to it contains a misrepresentation. For these purposes, a “misrepresentation” is an untrue statement of a material fact or an omission to state a material fact that is necessary in order to make any statement not misleading in light of the circumstances in which it was made. A “material fact” is a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the securities. These rights must be exercised by the purchaser within time limits prescribed by the applicable securities legislation.

The following is a summary of the rights of rescission or damages available to purchasers under the securities legislation of certain of the provinces of Canada. These rights are in addition to and without derogation from any other rights or remedies that a purchaser might have at law, and may be subject to defences that the Funds or their representatives might have at law.

Rights for Purchasers in Ontario

If this Offering Memorandum, together with any amendment thereto, contains a misrepresentation, an investor in Ontario who purchases a security offered by this Offering Memorandum during the period of distribution shall be deemed to have relied on the misrepresentation, if it was a misrepresentation at the time of purchase, and such investor shall have a right of action for damages against the Fund or, at the election of the investor, a right of rescission against the Fund (in which case the investor does not have a right of action for damages against the Fund), provided that:

(a)                no action may be commenced to enforce a right of action

(i)                  for rescission more than 180 days after the date of the purchase; and

(ii)                for damages later than the earlier of (A) 180 days after the investor first had knowledge of the facts giving rise to the cause of action, and (B) three years after the date of purchase;

(b)               the Fund will not be liable if it proves that the investor purchased the security with knowledge of the misrepresentation;

(c)                in an action for damages, the Fund will not be liable for all or any portion of such damages that it proves do not represent the depreciation in value of the security as a result of the misrepresentation; and

(d)               in no case shall the amount recoverable exceed the price at which the security was offered.

Rights for Purchasers in British Columbia, Quebec, Newfoundland, New Brunswick and Prince Edward Island

If this Offering Memorandum, together with any amendment thereto, delivered to a purchaser of securities resident in British Columbia, Quebec, Newfoundland, New Brunswick or Prince Edward Island, contains a misrepresentation and it was a misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the misrepresentation and will have a right of action, exercisable on notice given to the Fund not more than 90 days after the date of purchase, for damages or, alternatively, while still the owner of the securities, for rescission, provided that:

(a)               the Fund will not be liable if it proves that the investor purchased the securities with knowledge of the misrepresentation;

(b)              in an action for damages, the Fund will not be liable for all or any portion of such damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation; and

(c)               in no case shall the amount recoverable exceed the price at which the securities were sold to the purchaser.

Rights for Purchasers in Alberta

In Alberta, if this Offering Memorandum, or any amendment thereto, delivered to a purchaser of securities contains a misrepresentation, and it was a misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the misrepresentation and will have a right of action for damages and/or rescission against the Fund. The Fund will not be liable if it proves that the investor purchased the securities with knowledge of the misrepresentation. In an action for damages, the Fund will not be liable for all or any portion of the damages that it proves do not represent the depreciation in the value of the securities as a result of the misrepresentation. The amount recoverable under this right of action will not exceed the price at which the securities were offered. A purchaser may elect to exercise a right of rescission against the Fund, in which case the purchaser shall have no right of action for damages.

No action shall be commenced to enforce the foregoing rights:

(a)              in the case of an action for rescission, more than 180 days after the date on which the securities were purchased;

(b)              in the case of an action for damages, more than the earlier of (i) 180 days from the day that the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) one year from the date on which the securities were purchased.

Rights for Purchasers in Saskatchewan

In Saskatchewan, subject to certain limitations, in the event that the Offering Memorandum and any amendment thereto, or any advertising or sales literature used in connection therewith, delivered to a purchaser contains a misrepresentation and it was a misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the misrepresentation and will have a right of action for damages against the Fund, every person who signed the Offering Memorandum or amendment thereto, every promoter of the Fund and every person who or company that sells securities on behalf of the Fund under the Offering Memorandum or amendment thereto.  Alternatively, the purchaser may elect to exercise a right of rescission against the Fund, in which case the purchaser has no right of action for damages.

In addition, where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the securities and the verbal statement is made either before or contemporaneously with the purchase of the securities, the purchaser has a right of action for damages against the individual who made the verbal statement.

No action shall be commenced to enforce the foregoing rights:

(a)               in the case of an action for rescission, more than 180 days after the date of the transaction that gave rise to the cause of action;

(b)              in the case of any action, other than an action for rescission, more than the earlier of (i) one year after the purchaser first had knowledge of the facts giving rise to the cause of the action or (ii) six years after the date of the transaction that gave rise to the cause of the action.

Rights for Purchasers in Manitoba

In Manitoba, any person or company who purchases a security:

(a)                will not be bound by the contract of purchase if the person or company from whom the securities were purchased or his agent receives written or telegraphic notice evidencing the purchaser's intention not to be bound not later than midnight on the second business day after the Offering Memorandum or amended Offering Memorandum is received or deemed to be received;

(b)               has the right to rescind the contract of purchase while still the owner of the securities if the Offering Memorandum or any amended Offering Memorandum as of the date of receipt or deemed receipt contains any misrepresentation, but no action to enforce this right may be commenced after the expiration of the later of 180 days from the date of receipt or deemed receipt by the purchaser or the agent of the purchaser of the Offering Memorandum or amended Offering Memorandum or the date of the contract of purchase;

(c)                if the Offering Memorandum or any amended Offering Memorandum contains any misrepresentation, has a right of action for damages against every person or company who signed the Offering Memorandum or amended Offering Memorandum, and against every director who, on the date the Offering Memorandum or amended Offering Memorandum was signed, was a director of the person or company who signed the Offering Memorandum or amended Offering Memorandum, for any loss or damages that the purchaser sustained as a result of the purchase of the securities unless it is proved that:

(i)                  the Offering Memorandum or amended Offering Memorandum was delivered to prospective purchasers without the director's knowledge or consent; or

(ii)                after delivery of the Offering Memorandum or amended Offering Memorandum and before the purchase of the securities, on becoming aware of any false statement, the director withdrew his consent to the delivery of the Offering Memorandum or amended Offering Memorandum to prospective purchasers and gave reasonable public notice of such withdrawal and the reason therefore; or

(iii)               with respect to any false statement, the director had reasonable grounds to believe and did believe that the statement was true; or

(iv)              where the false statement was that of an expert, the director had no reasonable grounds to believe that the expert was not competent to make the statement, valuation or report; or

(v)                where the false statement purports to be from an official source, it was a correct and fair representation of the statement; but no action to enforce these rights of action for damages may be commenced by a purchaser after the expiration of the later of one year from the date of receipt or deemed receipt of the Offering Memorandum or amended Offering Memorandum by such purchaser or his agent or the date of the contract to purchase the securities.

Rights for Purchasers in Nova Scotia

In Nova Scotia, if this Offering Memorandum, or amendment thereto, or any advertising or sales literature, delivered to a purchaser contains a misrepresentation, and it was a misrepresentation at the time of purchase, a purchaser will be deemed to have relied upon the misrepresentation and will have a right of action for damages against the Fund, every person or company who signed the Offering Memorandum or amendment thereto, and every director of the person or company who signed the Offering Memorandum or amendment at the time the Offering Memorandum or amendment was signed, or, alternatively, so long as the purchaser still owns the securities, a right of action for rescission, provided that:

(d)               the action is commenced to enforce the right within 120 days after the date the securities were purchased;

(e)                the Fund will not be liable if it is proved that, at the time of the purchase, the investor knew of the alleged misrepresentation;

(f)                 in an action for damages, the Fund is not liable for all or any portion of such damages that it proves do not represent the depreciation in the value of the securities as a result of the misrepresentation; and

(g)                in no case shall the amount recoverable exceed the amount invested.

 

 

Certificate

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or omit to state a material fact that is necessary to be stated in order for the statement not to be misleading.

Dated June 5, 2003

 

                                          WISE CAPITAL ALL CAP CANADIAN EQUITY FUND

                                          By its Manager, Wise Capital Management Inc.

 

                                                                                                                                               
                                         
Samuel Wiseman
                                          President and Chief Investment Officer