No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and, subject to certain exemptions, will not be offered or sold within the United States or to U.S. persons.

PROSPECTUS New Issue February 28, 2011

$100,000,011.54 (8,183,307 Units) Maximum $12.22 per Class A Unit $12.21 per Class B Unit
Timbercreek Global Real Estate Fund (the “Fund”) is a non-redeemable investment fund governed by the laws of the Province of Ontario. This prospectus qualifies for distribution up to 8,183,307 Class A Units and/or Class B Units (collectively, the “Units”) of the Fund at a price of $12.22 per Class A Unit and $12.21 per Class B Unit (the “Offerings”). Class B Units are designed for fee-based accounts with a registered dealer and/or institutional accounts and will not be listed on a stock exchange, but are convertible into Class A Units on a weekly basis. The issued and outstanding Class A Units of the Fund are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “TGF.UN”. The TSX has conditionally approved the listing of the Class A Units to be distributed under this prospectus. Listing is subject to the Fund fulfilling all the requirements of the TSX on or before May 4, 2011. On February 25, 2011, the closing price on the TSX of the Class A Units was $11.94, the net asset value of a Class A Unit was $11.5594 and the net asset value of a Class B Unit was $11.9577. Investment Objectives The Fund’s investment objectives are to: (i) (ii) provide holders of Units (“Unitholders”) with quarterly distributions; and preserve capital while providing the opportunity for long-term capital appreciation for Unitholders;

by investing in a diversified portfolio of premier real estate securities including common equity, preferred shares and debt of both public and private real estate investment trusts and real estate companies in Canada, United States, United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. See “Investment Objectives”. Investment Strategies Managed by Timbercreek Asset Management Ltd. (the “Manager”), the Fund will invest in a globally diversified portfolio (the “Portfolio”) of premier real estate securities including common equity, preferred shares and debt of both public and private real estate investment trusts and real estate companies in Canada, United States, United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. The Manager believes that

the global real estate securities market is inefficient relative to that of the direct real estate or broader equities markets. Managed by a specialized real estate manager, the Fund’s investment strategy has been designed to capitalize on these pricing inefficiencies in order to deliver a stable income stream acquired at a price that the Manager believes does not reflect the long-term value of the underlying assets. Furthermore, FSX Securities Canada Inc. (the “Global Investment Advisor”) believes that current pricing in global equity markets provides the Fund with the opportunity to assemble a global portfolio of prime real estate securities at prices that generate attractive, stable yields with the potential for capital appreciation. The net proceeds of the Offerings will be invested in a globally diversified Portfolio of securities issued in respect of real estate situated primarily in the world’s industrialized economies. While the Fund intends to invest primarily in publicly traded real estate securities, up to 20% of the Fund’s Total Assets (as hereinafter defined) may be invested directly in Canadian real estate or mortgages secured by Canadian real estate (collectively, “Direct Real Estate Investments”) where the Global Investment Advisor believes it is the most efficient way to access desired real estate. The Fund builds upon the Manager’s history of investing in real estate that offers secure and growing dividend yields while limiting volatility and protecting capital. The Manager Timbercreek Asset Management Ltd. provides fund management services to the Fund. The Manager, a wholly owned subsidiary of Timbercreek Asset Management Inc. (“Timbercreek”), is an investment management company that employs a conservative and risk-averse approach to real estate based investments. The Manager and its affiliates currently manage approximately $1.4 billion in real estate related assets, including direct ownership and mortgages. The Manager acts as trustee and manager of the Fund and provides, or arranges for the provision of, all administrative services required by the Fund. See “Organization and Management Details of the Investment Fund”. Global Investment Advisor The Manager has engaged the Global Investment Advisor to provide portfolio management services to the Fund, with Corrado Russo acting as lead portfolio manager (the “Portfolio Manager”). The Global Investment Advisor is a wholly owned subsidiary of Forum Securities Limited (“Forum Securities”), which is an affiliate of Forum Partners Investment Management LLC (“Forum Partners”). Forum Securities provides a platform for investment in global public real estate securities with over $900 million in assets under management as at December 31, 2010. Since inception, Forum Securities has demonstrated the ability to continually beat its benchmark while employing similar investment strategies to the Fund. On June 30, 2009, the Global Real Estate Securities team at Citi joined Forum Partners and created Forum Securities. Forum Securities and Forum Partners shall provide the Global Investment Advisor with such individuals and resources as are necessary to assist the Global Investment Advisor in discharging its obligations to the Fund. See “Organization and Management Details of the Investment Fund”. Distributions The Fund intends to continue to make quarterly distributions to Unitholders of record on the last Business Day of each calendar quarter (each, a “Distribution Record Date”). Distributions will be paid on a Business Day designated by the Manager that will be no later than the 15th day of the following month (each, a “Distribution Payment Date”). The quarterly distributions are currently targeted to be $0.21 per Unit ($0.84 per annum). The Fund does not have a fixed quarterly distribution but annually determines the expected distribution amount in March of each year. However, in respect of the March 2011 determination, in light of the Offerings, the Fund has determined that it intends to maintain a quarterly distribution of $0.21 per Unit ($0.84 per annum) until the next annual determination in March 2012. In addition, the Fund will allocate the next quarterly distribution as follows: Unitholders of record on February 28, 2011 will be entitled to receive a distribution of $0.14 per Class A Unit or Class B Unit, as applicable, to be paid on or about March 15, 2011 (the “Advanced Distribution”); the Advanced Distribution is equivalent to two-thirds of the quarterly distribution per Class A Unit and Class B Unit, respectively. A further first quarter distribution will be paid on April 15, 2011 to Unitholders of record on March 31, 2011 of $0.07 per Class A Unit or Class B Unit, as applicable. This is equivalent to one-third of the targeted quarterly distribution per Class A Unit and Class B Unit, respectively.

Based on the current and expected composition of the Portfolio, it is expected that distributions received in respect of securities held in the Portfolio will be sufficient to allow the Fund to fund its distributions at the current targeted level. If the return on the Portfolio (including net realized capital gains from the sale of securities in the Portfolio) is less than the amount necessary to fund the quarterly distributions, the Manager may return a portion of the capital of the Fund to Unitholders to ensure the distribution is paid and, accordingly, NAV per Unit would be reduced. See “Risk Factors — No Assurance of Achieving Investment Objectives”. ___________ Price: $12.22 per Class A Unit and $12.21 per Class B Unit Minimum Purchase: 250 Class A Units or 1,000 Class B Units ___________

Price to the public(1) Per Class A Unit Per Class B Unit Total Maximum Offering(3)
________________________________________ Notes: (1) (2)

Agents’ fees $0.57 $0.24 $4,664,484.99

Net proceeds to the Fund(2) $11.65 $11.97 $95,335,526.55

$12.22 $12.21 $100,000,011.54

The terms of the Offerings were established by negotiation between the Fund and the Agents (as defined herein), and the net proceeds to the Fund will not be less than the applicable most recently calculated net asset value per Unit. Before deducting the expenses of the Offerings (estimated at $385,000) which, subject to a maximum of 1.5% of the gross proceeds of the Offerings will, together with the Agents’ fees, be paid out of the proceeds of the Offerings; provided that if the fees and expenses of the Offerings would result in dilution to existing Unitholders based on the NAV per Class A Unit as at February 25, 2011, of $11.5594 and the NAV per Class B Unit as at February 25, 2011 of $11.9577, the Manager will reimburse the Fund in an amount representing such dilution. The Fund has granted to the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part for a period of 30 days following the closing of the Offerings, to purchase an aggregate of up to 15% of the aggregate number of Class A Units issued at the closing of the Offerings at a price of $12.22 per Unit (the “Option Units”). If the Over-Allotment Option is exercised in full, the total price to the public under the maximum Class A Unit offering will be $115,000,012.66 and the Agents’ fees will be $5,364,157.71 and the net proceeds will be $109,635,854.95. This prospectus also qualifies both the grant of the Over-Allotment Option and the issuance of Option Units upon the exercise of such option regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases.

(3)

While the Fund has met its investment objectives to date, there is no assurance that the Fund will meet its distribution and capital appreciation objectives. The Units may trade at a significant discount to NAV per Unit. Some of the securities in which the Fund intends to invest may be thinly traded, including, but not limited to, the Fund’s private investments. The recovery of an investor’s initial investment is at risk, and the anticipated return on your investment is based on many performance assumptions. Although the Fund intends to make distributions on its Units, these distributions may be reduced, suspended or not made at all. The actual amount of distributions paid will depend on numerous factors. See “Risk Factors” for a discussion of certain factors that should be considered by prospective investors in Units. See “Attributes of the Securities”. The Fund is exposed to a number of foreign currencies. The Manager takes currency exposure into account in managing the Portfolio. The Manager currently hedges approximately 90% of the value of the Portfolio exposed to the United States dollar and Euro back to the Canadian dollar. Commencing in 2012, Class A Units and Class B Units may be redeemed on the last business day in February of each year (each, an “Annual Redemption Date”) at a redemption price per Class A Unit equal to NAV per Class A Unit and at a redemption price per Class B Unit equal to the NAV per Class B Unit. Units must be surrendered for annual redemption by no later than 4:00 p.m. (Toronto time) on February 1st of such year or the

immediately preceding business day, in the event that February 1st is not a business day. See “Redemptions — Annual Redemptions”. The Fund does not have a fixed termination date. The Manager may, at its discretion, terminate the Fund without the approval of the Unitholders if, in its opinion, it would be in the best interests of the Fund and the Unitholders to terminate the Fund. See “Unitholder Matters — Termination of the Fund”. The Fund is not a trust company and, accordingly, is not registered under the trust company legislation of any jurisdiction. Units are not “deposits” within the meaning of the Canadian Deposit Insurance Corporation Act (Canada) and are not insured under provisions of that Act or any other legislation. Raymond James Ltd., BMO Nesbitt Burns Inc., CIBC World Markets Inc., GMP Securities L.P., TD Securities Inc., HSBC Securities (Canada) Inc., Manulife Securities Incorporated, Scotia Capital Inc., National Bank Financial Inc., Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd. and M Partners Inc. (collectively, the “Agents”) conditionally offer the Units on a best efforts basis, subject to prior sale, if, as and when issued by the Fund and accepted by the Agents in accordance with the conditions contained in the Agency Agreement (defined under “Plan of Distribution”), and subject to the approval of certain legal matters on behalf of the Fund and the Manager by McCarthy Tétrault LLP and on behalf of the Agents by Wildeboer Dellelce LLP. See “Plan of Distribution”. Subscriptions for Units will be received subject to rejection or allotment in whole or in part and the Fund reserves the right to close the subscription books at any time without notice. The Agents may over-allot or effect transactions as described under “Plan of Distribution”. Registrations of interests in and transfers of Units will be made only through non-certificated interests issued under the book-entry only system administered by CDS Clearing and Depository Services Inc. (“CDS”). Non-certificated interests representing the aggregate Class A Units and the Class B Units subscribed for under the Offerings will be recorded, in the name of CDS or its nominee, on the register of the Fund maintained by CIBC Mellon Trust Company on the date of Closing, which is expected to occur on or about March 11, 2011 or such later date as the Fund and the Agents may agree, but in any event not later than 90 days after a final receipt for this prospectus is issued. A purchaser of Units will receive a customer confirmation from the registered dealer from or through which the Units are purchased and will not have the right to receive physical certificates evidencing their ownership in the Units.

TABLE OF CONTENTS Page MARKET INFORMATION .........................................................................................................................................1 FORWARD LOOKING STATEMENTS .....................................................................................................................1 PROSPECTUS SUMMARY.........................................................................................................................................2 SUMMARY OF FEES AND EXPENSES....................................................................................................................9 THE FUND .................................................................................................................................................................11 Overview of the Legal Structure of the Fund .........................................................................................................11 Status of the Fund ...................................................................................................................................................11 INVESTMENT OBJECTIVES ...................................................................................................................................11 INVESTMENT STRATEGIES...................................................................................................................................11 Portfolio Characteristics .........................................................................................................................................14 Fund Performance...................................................................................................................................................16 Investment Philosophy............................................................................................................................................16 Competitive Advantages of the Fund .....................................................................................................................16 Investment Process .................................................................................................................................................18 Use of Derivatives ..................................................................................................................................................20 Foreign Currency Hedging .....................................................................................................................................20 Leverage .................................................................................................................................................................20 Securities Lending ..................................................................................................................................................21 OVERVIEW OF THE SECTOR THAT THE FUND INVESTS IN ..........................................................................21 Overview of Global Real Estate Market .................................................................................................................21 Total Return Performance Compared to Other Assets............................................................................................23 INVESTMENT RESTRICTIONS...............................................................................................................................25 FEES AND EXPENSES .............................................................................................................................................27 Initial Fees and Expenses........................................................................................................................................27 Agents’ Fee.............................................................................................................................................................27 Management Fees ...................................................................................................................................................27 Service Fees ............................................................................................................................................................28 Ongoing Expenses ..................................................................................................................................................28 RISK FACTORS .........................................................................................................................................................29 DISTRIBUTION POLICY..........................................................................................................................................36 PURCHASES OF SECURITIES ................................................................................................................................37 REDEMPTIONS .........................................................................................................................................................37 CONSOLIDATED CAPITALIZATION ....................................................................................................................38 PRIOR SALES ............................................................................................................................................................38 TRADING PRICES AND VOLUMES .......................................................................................................................38 INCOME TAX CONSIDERATIONS.........................................................................................................................39 ORGANIZATION AND MANAGEMENT DETAILS OF THE INVESTMENT FUND .........................................46 Officers and Directors of the Manager and Timbercreek .......................................................................................46 Trustee ....................................................................................................................................................................50 Potential Conflicts of Interest .................................................................................................................................50

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Independent Review Committee.............................................................................................................................50 Manager of the Investment Fund ............................................................................................................................51 Global Investment Advisor .....................................................................................................................................53 The Custodian and Prime Broker............................................................................................................................54 Valuation Agent......................................................................................................................................................54 Transfer Agent and Registrar..................................................................................................................................54 Promoter .................................................................................................................................................................55 CALCULATION OF NET ASSET VALUE ..............................................................................................................55 Calculation of Net Asset Value...............................................................................................................................55 Reporting of the Net Asset Value ...........................................................................................................................55 Valuation Policies and Procedures of the Investment Fund....................................................................................55 ATTRIBUTES OF SECURITIES ...............................................................................................................................56 Description of the Class A Units and Class B Units...............................................................................................56 Purchase for Cancellation .......................................................................................................................................57 Amendments ...........................................................................................................................................................57 Take-over Bids........................................................................................................................................................58 Book-Entry Only System........................................................................................................................................58 UNITHOLDER MATTERS........................................................................................................................................58 Meetings of Unitholders .........................................................................................................................................58 Matters Requiring Unitholder Approval .................................................................................................................58 Amendments to the Declaration of Trust................................................................................................................59 Reporting to Unitholders ........................................................................................................................................60 Termination of the Fund .........................................................................................................................................60 USE OF PROCEEDS ..................................................................................................................................................61 PLAN OF DISTRIBUTION........................................................................................................................................61 Non-Resident Unitholders ......................................................................................................................................62 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...........................................62 MATERIAL CONTRACTS........................................................................................................................................62 EXPERTS....................................................................................................................................................................63 PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ..............................................63 GLOSSARY OF TERMS............................................................................................................................................64 AUDITORS’ CONSENT .......................................................................................................................................... F-1 FINANCIAL STATEMENTS................................................................................................................................... F-2 ANNUAL MANAGEMENT REPORT OF FUND PERFORMANCE .................................................................. F-31 CERTIFICATE OF THE FUND, THE MANAGER AND THE PROMOTER .......................................................C-1 CERTIFICATE OF AGENTS...................................................................................................................................C-2

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MARKET INFORMATION Certain information contained in this prospectus relating to the real estate market has been obtained from publicly available sources. These sources make no representations as to the reliability of the information on which their analysis is based. Further, the analysis reflected in these reports are subject to a series of assumptions and projections about the drivers of value which are not disclosed in detail in the reports. These reports consider the real estate market generally and do not purport to provide advice as to any particular investment or guidance with respect to any particular investment objective. Nor do these reports purport to provide information with respect to particular sectors or the issuers within those sectors. While the Manager believes that these reports are reliable, neither the Manager, the Global Investment Advisor, the Fund nor the Agents have independently verified the accuracy or completeness of any information or assume any responsibility for the completeness or accuracy of the information derived from these reports. FORWARD LOOKING STATEMENTS This prospectus contains forward looking statements. Often, but not always, forward looking statements can be identified by the use of words such as “plans”, “proposes”, “expects”, “estimates”, “intends”, “anticipates” or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the Fund’s actual results, performance or developments to be materially different from any future results, performance or developments expressed or implied by the forward looking statements. While the Fund anticipates that subsequent events and developments may cause its views to change, the Fund specifically disclaims any obligation to update these forward looking statements, except as required by applicable law. These forward looking statements should not be relied upon as representing the Fund’s views as of any date subsequent to the date of this prospectus. Although the Fund has attempted to identify important factors that could cause actual results, performance or developments to differ materially from those described in forward looking statements, there may be other factors that cause results, performance or developments not to be as anticipated, estimated or intended. There can be no assurance that forward looking statements will prove to be accurate, as actual results, performance or developments could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Fund. Additional factors are noted under “Risk Factors” below.

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PROSPECTUS SUMMARY The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. Capitalized terms used in this prospectus have defined meanings. Please refer to “Glossary of Terms” for a list and the meaning of defined terms used herein. The Fund: Timbercreek Global Real Estate Fund (the “Fund”) is an investment fund formed under the laws of the Province of Ontario pursuant to a trust declaration (the “Declaration of Trust”) by Timbercreek Asset Management Ltd. as trustee of the Fund (the “Trustee”). References herein to the “Manager” of the Fund are to Timbercreek Asset Management Ltd. The Manager, on behalf of the Fund, has engaged FSX Securities Canada Inc. (the “Global Investment Advisor”) to provide portfolio and investment services in respect of global real estate investments. See “The Fund”. The Offerings consist of redeemable Class A Units and Class B Units of the Fund. See “Plan of Distribution”. $100,000,000 (8,183,307 Units) $12.22 per Class A Unit $12.21 per Class B Unit The issued and outstanding Class A Units of the Fund are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “TGF.UN”. The TSX has conditionally approved the listing of the Class A Units to be distributed under this prospectus. Listing is subject to the Fund fulfilling all the requirements of the TSX on or before May 4, 2011. On February 25, 2011, the closing price on the TSX of the Class A Units was $11.94, the net asset value of a Class A Unit was $11.5594 and the net asset value of a Class B Unit was $11.9577. $3,055.00 (250 Class A Units); or $12,210.00 (1,000 Class B Units) The Fund’s investment objectives are to: (i) (ii) provide holders of Units (“Unitholders”) with quarterly distributions; and preserve capital while providing the opportunity for long-term capital appreciation for Unitholders;

Offerings: Maximum Issue: Price: Listing, Trading Price and Net Asset Value of the Units:

Minimum Purchase: Investment Objectives:

by investing in a diversified portfolio of premier real estate securities including common equity, preferred shares and debt of both public and private real estate investment trusts and real estate companies in Canada, United States, United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. See “Investment Objectives”. Investment Strategies: Managed by Timbercreek Asset Management Ltd. (the “Manager”), the Fund will invest in a globally diversified portfolio (the “Portfolio”) of premier real estate securities including common equity, preferred shares and debt of both public and private real estate investment trusts and real estate companies in Canada, United States, United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. The Manager believes that the global real estate securities market is inefficient relative to that of the direct real estate or broader equities markets. Managed by a specialized real estate manager, the Fund’s investment strategy has been designed to capitalize on these pricing inefficiencies in order to deliver a stable income stream acquired at a price that the Manager believes does not reflect the long-term value of the underlying assets. Furthermore, the Global Investment Advisor believes that current pricing in global equity markets provides the Fund with

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the opportunity to assemble a global portfolio of prime real estate securities at prices that generate attractive, stable yields with the potential for capital appreciation. The net proceeds of the Offerings will be invested in a globally diversified Portfolio of securities issued in respect of real estate situated primarily in the world’s industrialized economies. While the Fund intends to invest primarily in publicly traded real estate securities, up to 20% of the Fund’s Total Assets (as hereinafter defined) may be invested directly in Canadian real estate or mortgages secured by Canadian real estate (collectively, “Direct Real Estate Investments”) where the Global Investment Advisor believes it is the most efficient way to access desired real estate. The intention of the Manager and the Global Investment Advisor is that initially all of the Direct Real Estate Investments will be in Canadian multiresidential real estate or mortgages on such properties. Any investment made directly to own real estate (“Direct Ownership Investments”) will involve a co-ownership arrangement on the basis that the Fund will be a passive co-investor and will not be taking on any of the active operation functions with respect to such real estate. All Direct Ownership Investments will be managed by the Manager, leveraging its existing multi-residential asset and property management platform. Similarly, all Direct Real Estate Investments in mortgages will be originated by the Manager, unanimously approved by the Manager’s mortgage advisory committee, either held entirely by the Fund or as part of a syndicate and managed by the Manager’s debt investments department. Organization and Management of the Fund Manager: Timbercreek Asset Management Ltd. provides fund management services to the Fund. The Manager, a wholly owned subsidiary of Timbercreek Asset Management Inc. (“Timbercreek”), is an investment management company that employs a conservative and risk-averse approach to real estate based investments. The Manager and its affiliates currently manage approximately $1.4 billion in real estate related assets, including direct ownership and mortgages. The Manager acts as trustee and manager of the Fund and provides, or arranges for the provision of, all administrative services required by the Fund. The Manager employs a team of over 55 professionals located in Toronto with extensive experience in real estate acquisitions, dispositions, financing and administration, property and asset management, construction and redevelopment. The current operating platform of the Manager, coupled with its expertise as a real estate investor and asset manager, is expected to be a major competitive advantage of the Fund. See “Organization and Management Details of the Investment Fund”. The Manager is currently the advisor of Timbercreek Mortgage Investment Corporation (“TMIC”), a mortgage investment corporation, which was launched in July 2008 and trades on the Toronto Stock Exchange under the symbol TMC-T. As at January 31, 2011, the net asset value of TMIC was approximately $216 million, with an 8.2% yield for the TMIC Class A shares based on their original issue price of $10.00. Class A shares of TMIC are yielding 7.8% based on the closing price of $10.50 as of February 25, 2011. Global Investment Advisor: The Manager has engaged the Global Investment Advisor to provide portfolio management services to the Fund, with Corrado Russo acting as lead portfolio manager (the “Portfolio Manager”). Corrado Russo, is the Executive Director and Portfolio Manager of the Global Investment Advisor. Mr. Russo has a long history with Timbercreek and its principals, beginning at Ontario Teachers Pension Plan Board, and Mr. Russo was Chairman of the Board of Trustees of Timbercreek Real Estate Investment Trust for six years until its sale in 2010. From September 2005 to June 2009, Mr. Russo was a portfolio manager with Citi Property Investors (“Citi”) in New York, the real estate

3

investment management business of Citibank. While with Citi, Mr. Russo managed the Global Diversified and Global Alpha real estate securities strategies and also launched and managed Citi’s Global Real Estate Long/Short Fund. Mr. Russo and his team had been together at Citi since September 2005 and are serving many of the same clients through Forum Securities (as defined below). The Global Investment Advisor is a wholly owned subsidiary of Forum Securities Limited (“Forum Securities”), which is an affiliate of Forum Partners Investment Management LLC (“Forum Partners”). Forum Securities provides a platform for investment in global public real estate securities with over $900 million in assets under management as at December 31, 2010. Since inception, Forum Securities has demonstrated the ability to continually beat its benchmark while employing similar investment strategies to the Fund. On June 30, 2009, the Global Real Estate Securities team at Citi joined Forum Partners and created Forum Securities. Forum Partners was established in 2002 by Russell Platt, Andrew Walker and Caroline McBride, and provides real estate related private equity investment opportunities for large institutional clients on a global basis with over $2 billion under management as at December 31, 2010. Forum Partners and Forum Securities have 70 employees in eight offices across Asia, Europe and North America with 13 employees dedicated to global real estate securities analysis. See “Organization and Management Details of the Investment Fund”. Forum Securities and Forum Partners shall provide the Global Investment Advisor with such individuals and resources as are necessary to assist the Global Investment Advisor in discharging its obligations to the Fund. Distributions: The Fund intends to continue to make quarterly distributions to Unitholders of record on the last Business Day of each calendar quarter (each, a “Distribution Record Date”). Distributions will be paid on a Business Day designated by the Manager that will be no later than the 15th day of the following month (each, a “Distribution Payment Date”). The quarterly distributions are currently targeted to be $0.21 per Unit ($0.84 per annum). The Fund does not have a fixed quarterly distribution but annually determines the expected distribution amount in March of each year. However, in respect of the March 2011 determination, in light of the Offerings, the Fund has determined that it intends to maintain a quarterly distribution of $0.21 per Unit ($0.84 per annum) until the next annual determination in March 2012. In addition, the Fund will allocate the next quarterly distribution as follows: Unitholders of record on February 28, 2011 will be entitled to receive a distribution of $0.14 per Class A Unit or Class B Unit, as applicable, to be paid on or about March 15, 2011 (the “Advanced Distribution”); the Advanced Distribution is equivalent to twothirds of the quarterly distribution per Class A Unit and Class B Unit, respectively. A further first quarter distribution will be paid on April 15, 2011 to Unitholders of record on March 31, 2011 of $0.07 per Class A Unit or Class B Unit, as applicable. This is equivalent to one-third of the targeted quarterly distribution per Class A Unit and Class B Unit, respectively. Based on the current and expected composition of the Portfolio, it is expected that distributions received in respect of securities held in the Portfolio will be sufficient to allow the Fund to fund its distributions at the current targeted level. If the return on the Portfolio (including net realized capital gains from the sale of securities in the Portfolio) is less than the amount necessary to fund the quarterly distributions, the Manager may return a portion of the capital of the Fund to Unitholders to ensure the distribution is paid and, accordingly, NAV per Unit would be reduced. Amounts distributed on the Units that represent return of capital are generally nontaxable to a Unitholder but reduce the Unitholder’s adjusted cost base of the Units for tax purposes. See “Income Tax Considerations”.

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If the Fund’s net income for tax purposes, including net realized taxable capital gains, for any year exceeds the aggregate amount of the regular quarterly distributions made in the year to Unitholders, the Fund will also be required to pay one or more special distributions (in either cash or Units) in such year to Unitholders as is necessary to ensure that the Fund will not be liable for income tax on such amounts under the Tax Act (after taking into account all available deductions, credits and refunds). See “Income Tax Considerations”. There can be no assurance given as to the amount of targeted distributions in the future. There is no assurance that the Fund will meet its investment objectives. See “Distribution Policy”. Foreign Currency Hedging: The Fund is exposed to a number of foreign currencies. The Manager takes currency exposure into account in managing the Portfolio, and currently hedges approximately 90% of the value of the Portfolio exposed to the United States dollar and Euro back to the Canadian dollar. The Fund does not have a fixed termination date. However, the Fund may be terminated at any time upon not less than 90 days’ written notice by the Manager provided that the prior approval of Unitholders has been obtained by a majority vote at a meeting of Unitholders called for that purpose; provided, however, that the Manager may, in its discretion, on 60 days’ notice to Unitholders, terminate the Fund without the approval of Unitholders if, in the opinion of the Manager, the NAV of the Fund is reduced so that it is no longer economically feasible to continue the Fund. Upon termination, the net assets of the Fund will be distributed to Unitholders on a pro rata basis. See “Unitholder Matters — Termination of the Fund”. Commencing in 2012, Class A Units and Class B Units may be redeemed on the last business day in February of each year (each, an “Annual Redemption Date”) at a redemption price per Class A Unit equal to NAV per Class A Unit and at a redemption price per Class B Unit equal to the NAV per Class B Unit. See “Calculation of Net Asset Value”. Units must be surrendered for annual redemption by no later than 4:00 p.m. (Toronto time) on February 1st of such year or the immediately preceding business day, in the event that February 1st is not a business day. Payment of the proceeds of annual redemptions will be made on or before the last business day of March. See “Redemptions — Annual Redemptions”. The Fund may utilize various forms of leverage including a margin facility that will allow the Fund to borrow funds from time to time that the Manager determines appropriate. In connection with such borrowing, the Fund may grant security over the assets of the Fund. The aggregate amount of borrowing by the Fund may not exceed 25% of the aggregate value of the assets of the Fund (the “Total Assets”) at the time of borrowing. In the event that the borrowing exceeds 25% of Total Assets, the Manager will take reasonable measures to reduce the total borrowings such that it is below 25% of the Total Assets of the Fund. Currently, the Fund has drawn down leverage in an amount representing approximately 18% of the Total Assets through a margin facility.
Name and Municipality of Residence

Termination:

Annual Redemptions:

Leverage:

Organization and Management of Timbercreek Global Real Estate Fund:

Management of the Fund

Services Provided to the Fund Manages the overall business and operations of the Fund.

Trustee and Manager Timbercreek Asset Management Ltd. 1000 Yonge St. Toronto, Ontario M4W 2K2

5

Global Investment Advisor Promoter

FSX Securities Canada Inc. Toronto, Ontario Timbercreek Asset Management Inc. Toronto, Ontario

Provides global investment advisory and portfolio management services to the Fund. Formed and established the Fund.

Custodian and Prime CIBC World Broker Markets Inc. Toronto, Ontario Valuation Agent SGGG Fund Services Inc. Toronto, Ontario KPMG LLP Toronto, Ontario CIBC Mellon Trust Company Toronto, Ontario

Provides custody and prime brokerage services to the Fund. Provides valuation services to the Fund.

Auditor Registrar and Transfer Agent

Provides audit services to the Fund. Maintains the securities register and registration of transfers of securities.

Agents:

Raymond James Ltd., BMO Nesbitt Burns Inc., CIBC World Markets Inc., GMP Securities L.P., TD Securities Inc., HSBC Securities (Canada) Inc., Manulife Securities Incorporated, Scotia Capital Inc., National Bank Financial Inc., Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd. and M Partners Inc.
Agent’s Position Maximum Size Exercise Period Exercise Price

Over-allotment Option
Use of Proceeds:

1,227,496 Class A Units

Within 30 days of the Closing

$12.22 per Class A Unit

The net proceeds from the sale of Units (prior to the exercise of the Over-Allotment Option (as hereinafter defined)) will be as follows:
Maximum Offering

Gross proceeds to the Fund .................................. Agents’ fees.......................................................... Expenses of issue.................................................. Net proceeds to the Fund ......................................

$100,000,011.54 $4,664,484.99 $385,000(1) $94,950,526.55

Notes: (1) Subject to a maximum of 1.5% of the gross proceeds of the Offerings, and provided that if the fees and expenses of the Offerings would result in dilution to existing Unitholders based on the NAV per Class A Unit as at February 25, 2011, of $11.5594 and the NAV per Class B Unit as at February 25, 2011 of $11.9577, the Manager will reimburse the Fund in an amount representing such dilution.

The Fund will use the net proceeds of the Offerings (including any net proceeds from the exercise of the Over-Allotment Option) to invest in the Portfolio in accordance with the investment objectives, strategy and restrictions of the Fund as soon as possible after Closing. The Manager expects that the net proceeds of the Offerings will be fully invested within 60 days of Closing. Summary of Income Tax Considerations: A Unitholder who is resident in Canada will generally be required to include in computing income for a taxation year that part of the net income of the Fund, including net realized taxable capital gains, if any, that is paid or becomes payable to the Unitholder by the Fund in the year (whether in cash or in Units). To the extent that amounts payable to a Unitholder are designated by the Fund as taxable dividends from taxable Canadian corporations, the taxable portion of net realized capital gains and foreign source income, those amounts will retain their character and be treated as such

6

in the hands of the Unitholder. Distributions by the Fund to a Unitholder in excess of the Unitholder’s share of the Fund’s net income and net realized capital gains will generally not result in an income inclusion, but will reduce the adjusted cost base of the Unitholder’s Units. To the extent that the adjusted cost base of a Unit held as capital property would otherwise be less than zero, the Unitholder will be deemed to have realized a capital gain equal to such negative amount and the adjusted cost base of the Unit will become nil. A Unitholder who disposes of Units held as capital property (on a redemption or otherwise) will realize a capital gain (or capital loss) to the extent that the proceeds of disposition exceed (or are less than) the adjusted cost base of the Units disposed of and any reasonable costs of disposition. The Fund will generally be required to pay foreign taxes on certain of its foreign source income. To the extent such foreign taxes do not exceed 15% of the amount of the Fund’s net income from related foreign investments, a taxable Unitholder should generally be entitled to foreign tax credits in respect of such taxes paid by the Fund on the Unitholder’s share of the foreign source income of the Fund designated in respect of the Unitholder, under and subject to the general foreign tax credit rules set out in the Tax Act and depending upon other foreign source income or losses and foreign taxes paid by the Unitholder. Each investor should satisfy himself or herself as to the federal, provincial and territorial tax consequences of an investment in Units by obtaining advice from his or her tax advisor. See “Income Tax Considerations”. Differences between Types of Units: Differences between Class A Units and Class B Units include the different Agents’ commissions payable on the Class A Units and the Class B Units and that the Service Fee is only payable in respect of Class A Units (see “Fees and Expenses”). Accordingly, the NAV per Class A Unit and NAV per Class B Unit will differ. Further, to the extent that the holders of Class A Units bear a higher proportion of the Agents’ commission and Management Fee than holders of Class B Units in respect of their investment in the Fund, distributions to holders of Class A Units equal to the excess commission and Management Fee will, for income tax purposes, constitute return of capital rather than income (including net realized taxable capital gains). Based in part on the current published administrative policies and assessing practices of the CRA, a conversion of Class B Units into whole Class A Units will not constitute a disposition of such Class B Units for the purpose of the Tax Act. The redemption of any fraction of a Class B Unit will result in a capital gain (or capital loss) to the redeeming Unitholder. Risk Factors: An investment in Units is subject to certain risk factors, including: (i) (ii) there can be no assurance that the Fund will be able to achieve its distribution or capital preservation objectives; the NAV per Unit and the funds available for distribution will vary according to, among other things, the value of the securities in the Portfolio and the distributions paid thereon; the financial performance of the Portfolio and market and economic conditions affecting the equity markets; credit risk associated with investments in bonds and debentures; risks associated with foreign market and currency exposure; risks related to market disruptions; risks related to global financial developments; reliance on the Manager and the Global Investment Advisor and key employees of each;

(iii) (iv) (v) (vi) (vii) (viii)

7

(ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) (xxiv) (xxv) (xxvi)

sensitivity to interest rates; the possibility that the Fund will be unable to acquire or dispose of illiquid securities; risks relating to the illiquidity of Direct Real Estate Investments; risks relating to investing in emerging markets; the risks associated with the lack of information available regarding private issuers; risks relating to the use of derivative instruments; risks associated with short selling; risks associated with options and securities lending; the risks associated with a prime broker holding certain assets of the Fund; the risks associated with foreign currency exposure; risks regarding the possibility that the Units may trade at less than the NAV per Unit; risks regarding redemptions; the Fund is not subject to regulation as a mutual fund; potential conflicts of interest; changes in legislation; tax proposals and administrative positions of the Canada Revenue Agency regarding the deductibility of interest and other expenses; risks relating to taxation of the Fund and of Unitholders, including risks relating to the Fund’s tax status and exposure to foreign taxes; the fact that the Fund is not a trust company and the Units are not insured deposits;

(xxvii) the fact that Units are neither fixed income nor equity securities, and Unitholders will not have certain rights associated with investments in such securities; and (xxviii) potential liability of Unitholders. See “Risk Factors”.

8

SUMMARY OF FEES AND EXPENSES The following table contains a summary of the fees and expenses payable by the Fund. The fees and expenses payable by the Fund will reduce the value of your investment in the Fund. For further particulars, see “Fees and Expenses”. Fees and Expenses Payable by the Fund Type of Fee Fees Payable to the Agents: Expenses of Issue: Amount and Description Class A Offering: $0.57 per Class A Unit (4.7%). Class B Offering: $0.24 per Class B Unit (2.0%). The Fund will pay the expenses incurred in connection with the Offerings of Units by the Fund, which are estimated to be $385,000, subject to a maximum of 1.5% of the gross proceeds of the Offerings. The Manager will only receive a Management Fee (as defined below) in years where the Fund earns a positive Total Return (as defined below) for that year. This is fairly unique and is designed to align the interests of the Unitholders and the Manager. Total Return means the return generated on the Units, including income from distributions declared, as well as the appreciation or depreciation in the Net Asset Value per Unit, over the calendar period, calculated on December 31st of each year. The Manager will charge a fee, plus applicable taxes, (the “Management Fee”) of: • • • • 0% of Net Asset Value per annum in years in which the Total Return is negative; 1.25% of Net Asset Value per annum in years in which the Total Return is between 0% and 7.99%; 1.5% of Net Asset Value per annum in years in which the Total Return is between 8% and 11.99%; and 1.8% of Net Asset Value per annum in years in which the Total Return is in excess of 12%.

Management Fee:

The Management Fee shall not be paid in respect of the Net Asset Value of the Fund invested in assets or securities for which the Manager and/or its affiliates is paid an investment management fee. The Management Fee will be calculated and accrued daily based on the year-to-date annualized Total Return, paid monthly in arrears. The Manager will calculate the final Management Fee in respect of a completed calendar year on December 31st of that year based on the Total Return of the Fund. For greater certainty, the maximum Management Fee payable is 1.8%. In circumstances where the application of this graduated Management Fee applied to the Total Return would result in returns to investors being lower than they would have been under a lower Management Fee, the Management Fee shall be reduced until investors would receive a return at least equal to what they would have received had the Total Return of the Fund implied a lower percentage Management Fee. Any Management Fee overpaid to the Manager or owing to the Manager will be reimbursed or paid no later than 60 days following the year-end of the Fund. There is also an additional fee charged by the Manager in an amount equal to the Service Fee (as defined below) which will be paid by the Manager to dealers. The fees payable to the Global Investment Advisor and 4IP are paid by the Manager and not the Fund. See “Fees and Expenses – Management Fees”. Service Fee: From the amounts received by the Manager from the Fund, the Manager pays to each registered dealer a service fee (the “Service Fee”) equal to 0.40% annually of the NAV per Class A Unit for each Unit held by clients of such registered dealer (calculated and paid at the end of each calendar quarter) plus applicable taxes. This Service Fee is reflected in the calculation of the NAV for the Class A Units. There is no service fee applicable to the

9

Class B Units. See “Calculation of Net Asset Value”. Ongoing Expenses of the Fund: The Fund pays for all ordinary expenses it incurs, or incurred on its behalf by the Manager, in connection with the Fund’s operation and management. In addition to the fees and expenses referenced elsewhere in this prospectus, these expenses include, without limitation: (a) financial reporting costs and mailing and printing expenses for periodic reports to security holders and other security holder communications including marketing and advertising expenses; (b) any taxes payable by the Fund; (c) fees payable to its transfer agent, fund administrator, prime broker, record keeper and its custodian(s); (d) costs and fees payable to any valuator, technical consultant, accountant or auditor or other third party service provider; (e) ongoing regulatory filing fees, maintenance of listing fees or other stock exchange requirement fees, licence fees and other fees; (f) any expenses incurred in connection with any legal proceedings in which the Manager participates on behalf of the Fund or any other acts of the Manager or any other agent of the Fund in connection with the maintenance or protection of the property of the Fund; (g) any fees payable to, and expenses incurred by, independent trustees and the independent review committee (the “IRC”); (h) any additional fees payable to the Manager for performance of extraordinary services on behalf of the Fund; and (i) consulting fees and expenses associated with the preparation of tax filings. The Fund is also responsible for all taxes, commissions, brokerage commissions and other costs of securities transactions, debt service and costs relating to any credit facilities and any extraordinary expenses which it may incur or which may be incurred on its behalf from time to time, as applicable. Such ordinary expenses are estimated to be $285,000 per annum. See “Fees and Expenses — Management Fees and Ongoing Expenses”.

10

THE FUND Overview of the Legal Structure of the Fund Timbercreek Global Real Estate Fund (the “Fund”) is a trust formed under the laws of the Province of Ontario and governed by a declaration of trust (the “Declaration of Trust”) dated August 5, 2010. The trustee of the Fund is Timbercreek Asset Management Ltd. The head and registered office and mailing address of the Fund are located at 1000 Yonge Street, Suite 500, Toronto, Ontario M4W 2K2. Timbercreek Asset Management Ltd. is the manager (the “Manager”) of the Fund. The Manager has a value oriented investment philosophy, and specializes in providing conservatively managed, risk averse alternative asset class investment opportunities to institutions, trusts and endowment funds, discretionary investment advisors and qualified individuals. Status of the Fund The Fund is not a mutual fund under applicable Canadian securities legislation. Consequently, the Fund is not subject to certain policies and regulations that apply to publicly offered mutual funds, notably National Instrument 81-101 — Mutual Fund Prospectus Disclosure and National Instrument 81-102 — Mutual Funds of the Canadian Securities Administrators (“NI 81-102”). INVESTMENT OBJECTIVES The Fund’s investment objectives are to: (i) (ii) provide holders of Units (“Unitholders”) with quarterly distributions; and preserve capital while providing the opportunity for long-term capital appreciation for Unitholders;

by investing in a diversified portfolio of premier real estate securities including common equity, preferred shares and debt of both public and private real estate investment trusts and real estate companies in Canada, United States, United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. INVESTMENT STRATEGIES The Manager believes that there is a compelling investment opportunity to invest in a globally diversified portfolio (the “Portfolio”) of premier real estate securities including common equity, preferred shares and debt of both private and public real estate investment trusts and real estate companies in Canada, United States, United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. The Manager believes this opportunity exists because the global real estate securities market is inefficient relative to that of the direct real estate or broader equities markets. Managed by a specialized real estate manager, the Fund’s investment strategy has been designed to capitalize on these pricing inefficiencies in order to deliver a stable income stream acquired at a price that the Manager believes does not reflect the long-term value of the underlying assets. Furthermore, FSX Securities Canada Inc. (the “Global Investment Advisor”) believes that current pricing in global equity markets provides the Fund with the opportunity to assemble a global portfolio of prime real estate securities at prices that generate attractive, stable yields with the potential for capital appreciation. The net proceeds of the Offerings will be invested in a globally diversified Portfolio of securities issued in respect of real estate situated primarily in the world’s industrialized economies. While the Fund intends to invest primarily in publicly traded real estate securities, up to 20% of the Fund’s Total Assets (as hereinafter defined) may be invested directly in Canadian real estate or mortgages secured by Canadian real estate (collectively, “Direct Real Estate Investments”) where the Global Investment Advisor believes it is the most efficient way to access desired real estate. The intention of the Manager and the Global Investment Advisor is that initially all of the Direct Real

11

Estate Investments will be in Canadian multi-residential real estate or mortgages on such properties. Any investment made directly to own real estate (“Direct Ownership Investments”) will involve a co-ownership arrangement on the basis that the Fund will be a passive co-investor and will not be taking on any of the active operation functions with respect to such real estate. All Direct Ownership Investments will be managed by the Manager, leveraging its existing multi-residential asset and property management platform. Similarly, all Direct Real Estate Investments in mortgages will be originated by the Manager, unanimously approved by the Manager’s mortgage advisory committee, either held entirely by the Fund or as part of a syndicate and managed by the Manager’s debt investments department. The Fund builds upon the Manager’s history of investing in real estate that offers secure and growing dividend yields while limiting volatility and protecting capital. The Manager and the Global Investment Advisor believe that the Fund can benefit from their experience focusing on: (a) (b) (c) (d) buying real estate securities that generate a stable income stream; active management to protect capital and minimize volatility; a value investment philosophy focused on paying a price that does not reflect the long-term value of the underlying assets; and investing across the capital structure including corporate debt, preferred shares, public or private equity as well as Direct Real Estate Investments.

The Manager believes the timing of this opportunity is attractive given that the Fund’s holdings are expected to benefit from: • • • • • a continued recovery of fundamentals in many major markets around the world, leading to strong growth in cash flow; continued growth in the securitization of real estate and new legislation impacting real estate investment trusts around the world; companies with conservative balance sheets that are poised to take advantage of distressed opportunities; the high quality nature of assets available in the securitized or public markets; and attractive current pricing with stable dividends.

The Fund invests across the capital structure including in corporate debt, preferred shares, public or private equity as well as Direct Real Estate Investments. The Fund invests across different security types, real estate sectors and world markets, which will allow management to construct a portfolio of real estate securities that have low correlations relative to one another and thus control overall volatility. The Fund also sources investment opportunities in direct real estate where it feels it has a competitive advantage given current and past experience and/or where it is the most efficient way to access desired real estate. The Fund seeks to achieve its investment objectives by investing in a globally diversified Portfolio consisting primarily of real estate securities and investments that: (i) are secured by high-quality real estate located in major urban areas of the world’s top international cities; pay an attractive and stable distribution with the potential to generate capital gains; and are conservatively financed to weather economic cycles and take advantage of value creation opportunities.

(ii) (iii)

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The Fund manages risk and minimizes volatility by: (i) building a diversified portfolio comprised of securities of real estate trusts and real estate companies (“Real Estate Companies”) located in Canada, United States, United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries; investing in securities across the capital structure including corporate debt, preferred shares, mortages and common equity/trust units that have low correlations relative to one another; employing a global investment and analytical team with people on the ground in Asia, Europe and North America to closely monitor local market conditions and identify investment opportunities in each region; and actively managing the Portfolio, including continuously reviewing the global investment strategy based on the advice of the Global Advisory Committee and across the capital structure actively search for opportunities.

(ii)

(iii)

(iv)

With flexibility to invest in all forms of the capital structure and across all property types, the Fund benefits from exposure to high quality real estate, located in prime locations within the world’s top markets (“Prime Assets”). Although these Prime Assets typically trade privately at a significant premium to that of lower grade assets located outside of the major urban centres, the Prime Assets are typically more stable and offer more upside potential in the long run. The Fund takes advantage of the relatively inefficient global real estate market and invests in various forms of public real estate securities in order to access these Prime Assets at a more attractive price than where these same assets would trade in the private market. The Fund also sources up to 20% of investment opportunities in direct real estate where the Global Investment Advisor feels it has a competitive advantage given current and past experience and/or where the Global Investment Advisor believes it is the most efficient way to access desired real estate. Global Diversification and Asset Selection The Fund focuses on securities where the underlying real estate is primarily located in major urban markets and their surrounding areas which are typically more liquid and less volatile. These locations typically exhibit attractive demand and supply characteristics. This is driven by strong population and/or employment growth leading to demand for commercial real estate coupled with high barriers to entry for new supply of space. The global real estate universe of investable companies is diverse across a multitude of property types such as residential, industrial, office, retail, healthcare and more. Finally, the universe of investable securities includes companies which specialize in development, property management and homebuilding. The opportunity set for the Fund is to own good quality “bricks and mortar” that have long-term leases and provide high current income that are available in a more liquid form through listed securities. The Manager, through years of analysis has demonstrated the ability to identify which companies own the highest quality real estate, in the most attractive markets, with superior management teams. The main objective of the Manager is to avoid investing in companies that do not have the balance sheet flexibility to make it through a complete market cycle. Invested in a Diversified Capital Structure The Manager believes that investing in different levels of the capital structure including corporate debt, preferred shares, mortgages and common equity provides the Fund with access to assets in the most efficient and cost effective way. In addition to common equity, the Fund invests in the preferred shares and/or corporate debt of real estate entities. Investments in preferred shares, due to low correlations relative to equity securities, reduces overall portfolio volatility while providing higher current income and greater transparency of the underlying distributions.

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Preferred shares typically have a fixed level of dividend payment that must be paid prior to any common dividend payment. Yields on preferred shares tend to be higher than the yield on real estate debt, but with volatility below that of the underlying common equity. While less actively traded than common shares, preferred shares are exchange traded and provide daily pricing and liquidity. From time to time given market inefficiencies, corporate debt of real estate entities can offer an attractive total return on a risk-adjusted basis relative to the underlying common equity. The Fund will seek out these investments when available as an additional way to add secure income to the portfolio at an attractive price. The Fund also looks for Direct Real Estate Investment opportunities where it has a strategic advantage given its relationships with both the Manager, an experienced portfolio manager and investor in Canadian multi residential real estate, and the Global Investment Advisor, which together with its affiliates, has over 70 employees across North America, Europe and Asia that are continuously sourcing private real estate investment opportunities. Direct Real Estate Investments generally provide a stable cash-flow stream and are not marked to market daily which helps to lower volatility and preserve capital. Direct Real Estate Investments may also include investment in mortgages that generate attractive, stable returns which assist the Fund in meeting its quarterly distribution targets. The Fund, together with the Manager’s expertise in mortgage lending, seeks to invest primarily in mortgages that are directly secured by multi-residential real estate across Canada, primarily located in large urban markets and their surrounding areas, which are typically more liquid and provide more predictable security for mortgage loans. The Fund focuses on investing in mortgages that are secured by income-producing assets, like multi-residential real estate, where interest on related loans may be serviced from cash flows generated by the underlying assets. The ability to make Direct Real Estate Investments in addition to preferred shares, corporate debt and common equity allows the Fund to invest in instruments that have low correlation to one another. This helps to lower the overall volatility of the Fund. It also allows the Fund to access high quality real estate in the most attractively priced manner. Active Management With the belief that attractive investment returns are achieved by being an active manager, the Manager has spent the past 10 years building a full-service asset management platform focused in real estate investments and has partnered with the Global Investment Advisor to broaden the scope of this expertise for the benefit of the Fund. The Global Investment Advisor actively manages the Portfolio pursuant to the Investment Guidelines and Policies established by the Manager. See “Investment Strategies — Investment Process”. Active management includes, but is not limited to: • • • • • Searching for premiere real estate in prime locations in the world’s top international cities; Dissecting income streams of companies’ earnings streams to avoid those exposed to large amounts of development, funds management, non-real estate investments and other activities that reduce the stability of the income stream; Searching for attractively priced alternatives to invest in across the capital structure; Monitoring the cyclical and secular trends in local markets to determine where to allocate capital in order to maximize total return; and Selling assets that have realized their fair market value and reinvest proceeds into other areas.

The Manager also seeks the advice of its Global Advisory Committee to continuously monitor real estate fundamentals around the world in order to evaluate and, where necessary, modify the investment strategies of the Fund. See “Investment Strategies — Investment Process”. Portfolio Characteristics The Fund has been in existence since August 5, 2010 and the Portfolio is currently allocated between sector, geography and type of security as follows:

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Sector Allocation
Industrial,  4.2% Lodging, 6.4% Health Care,  10.2%

Multifamily,  20.8%

Specialty,  11.9% Office, 19.0%

Diversified,  12.6% Retail, 14.8%

Geographic Allocation
Japan, 1.9% South Africa,  2.7% Netherlands,  3.3% Australia, 4.4% USA, 38.0% Singapore,  6.8% Hong Kong,  1.1% France, 0.6%

New Zealand,  8.9%

Canada, 32.2%

Type of Security

15

As of the date hereof, the Manager believes that the Portfolio is well diversified. The following table provides a selection of investments included in the Portfolio that are expected to be representative of assets the Fund will invest in after Closing (as hereinafter defined). Asset The Mall at Short Hills Suntec City Alberta Apartment Canadian Multifamily Mortgage Country United States Singapore Canada Canada Owner/ Operator Taubman Centers Inc. Suntec REIT Timbercreek Canadian Direct LP Timbercreek Canadian Direct LP Type of Security Preferred Common Direct Direct Sector Allocation Retail Mixed Multifamily Multifamily Yield On Cost 7.8% 7.1% 8.5% 8.5%

Fund Performance The investment objectives of the Fund are primarily focused on providing Unitholders with a stable annual cash distribution initially targeted at $0.84 per annum per Unit paid out quarterly. The Fund is also focused on preserving capital while providing the opportunity for long-term capital appreciation for Unitholders. Since its initial public offering on August 26, 2010, the Fund has paid out an aggregate distribution of $0.28 per Unit (the “2010 Distributions”). The 2010 Distributions include a distribution of $0.07 paid out for the period of August 26 – September 30 and a fourth quarter distribution of $0.21. Investment Philosophy In order to achieve its investment objectives, the Fund is governed by three basic premises: 1. 2. 3. to invest in an income stream that is transparent, secure and can grow over time; to protect capital and minimize volatility; and to pay a price that does not fully reflect the long term value of the assets.

The first premise is achieved through analyzing the underlying “bricks and mortar” generating the security’s income. The Manager’s philosophy is that the Fund is buying real estate assets and, as such, a full understanding of the contractual leases generating the income and the attractiveness of the location is critical. The second premise involves a forensic assessment of the owners’/issuers’ balance sheet to ensure they are able to meet their interest/dividend obligations, can survive during periods of low availability of capital and can take advantage of opportunities as they present themselves. The third premise involves a value based approach to investing, which means buying at a price that does not reflect the expected long-term value of the underlying assets or cash-flow stream. Competitive Advantages of the Fund Global Platform. Through the Manager’s partnership with the Global Investment Advisor, the Fund is supported by a team of real estate analysts based in Toronto, New York, London and Hong Kong that are strictly dedicated to analyzing and investing in real estate securities. These analysts are on the ground close to the management teams and assets of the underlying securities and will assist in the valuation of the underlying real estate in order to provide estimates of fair market value. These estimates will be used to help make decisions on

16

which securities are most attractively priced. In addition, Forum Partners, an affiliate of the Global Investment Advisor, has people located in Chicago, Santa Fe, Beijing, and South Korea who provide local market information particularly in connection with direct real estate investments as well as administrative and logistical support. In addition to the services and resources of the Global Investment Advisor, the Manager has entered into a strategic relationship with 4IP Management Ltd (“4IP”) to receive analysis on global real estate trends and market intelligence in Europe and Asia. 4IP, based in Zurich, Switzerland, specializes in advising both institutional and high net worth investors on their indirect global real estate investments. The company manages over $250 million in assets in real estate fund of funds as well as global real estate securities products. Claudia Reich Floyd, the portfolio manager for Global Real Estate Securities, along with her team, provides the Manager with information on return and risk expectations for European and Asian real estate companies, as well as the underlying assumptions. 4IP also shares meeting results with companies or brokers, individual company cash flow and NAV results and notes on property tours.

C L R Y EH D T OM V ALENTINA M ARTINA London Zurich

J

S W EISSBARTH D M ENIZ

Santa Fe

Toronto Chicago New York

Beijing Seoul Hong Kong

M ANAGING D

CHIEF FINANCIAL OFICER

CHIEF LEGAL COUNSEL

MARKETING & CLIENT

The chart below gives a description of the Global Investment Advisor’s real estate securities team. The full resources and research of this team is available to Corrado Russo, as lead Portfolio Manager, and the Manager in order to evaluate investment opportunities. Yrs @ firm 6 5 6

Name Daniel Pine, CFA

Title/ Responsibilities Managing Director, Portfolio Manager

Yrs Exp. 28 14 9

Degrees/ Designations B.A., CFA BAS, M.B.A, CFA M.B.A., LLM

Corrado Russo, CFA Executive Director, Portfolio Manager Jana Sehnalova Executive Director, Portfolio Manager

School/Body University of Pennsylvania, CFA Institute York University in Toronto, Canada, CFA Institute University of Economics in Prague, Czech Republic University of Hamburg, Germany

17

Sam Sahn

Director, Analyst

7

6

M.B.A. B.A.

Claudius Weissbarth

Director, Analyst

4 5

4 2

Laura Deniz Marrero Associate, Analyst

DiplomKaufman M.B.A. B.A.

Fordham University Graduate School of Business University of Michigan University of Regensburg in Germany IESE Business School Universidad Pontificia Comillas (ICADE) The Wharton School of Business, University of Pennsylvania University of Chicago University of Colorado at Boulder University of Connecticut —

Christina Yeh

Associate, Analyst

5

2

M.B.A. B.A.

Terry Coghlan Valentina Martina Debra Tom

Associate, Trader Associate, Trader Trade and Operations Support, Associate

4 4 16

2 3 2

M.S., B.S. B.A. Series 7 Series 63

Invested in a Diversified Capital Structure. The Fund has the flexibility to invest across the entire capital structure including investments in common equity, preferred securities and corporate debt. The Fund also invests in publicly traded securities, privately-held securities and Direct Real Estate Investments. The Manager and the Global Investment Advisor are of the view that this flexibility allows the Fund to source opportunities in the most cost effective and attractively priced way in order to maximize the total return available to investors while reducing the overall volatility of the Fund. Alignment of Interest with Unitholders. The Manager will only receive a Management Fee (as defined below) in years where the Fund earns a positive Total Return for that year. Global Advisory Committee. The Manager has established a global advisory committee (the “Global Advisory Committee”) to assist in assessing geopolitical, economic and other strategic issues affecting the Fund. The focus of the Global Advisory Committee is to identify themes and trends that may ultimately impact on the geographic areas in which the Fund invests. The Global Advisory Committee does not make investment decisions, but is available to the Manager to augment its strategic research capabilities. The members of the Global Advisory Committee have extensive experience in the real estate, investing and finance industries, and share a common belief in value investing, and the long term benefits of diversification. Investment Process Through active management, the investment process is driven by the philosophy of owning securities that earn strong, stable income, secured by high quality real estate while paying a price that does not fully reflect long term value. In order to achieve this, the Manager must evaluate the: (a) (b) (c) Current income stream generated from the real estate; Financial strength of the entity; and Valuation of the security.

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1.

Current Income Stream Generated from the Real Estate:

The first step in evaluating the income stream is to look at the components of revenue from each of the different entities. Many real estate companies are involved in various business lines such as development, homebuilding, property management, etc. These activities do not have the same recurring nature as the ownership of buildings with long-term contractual leases. The Manager, therefore, dissects the revenue make-up of each company in order to ensure that the Fund is predominantly investing in securities or interests where the income stream is supported by strong contractual leases. In order to understand the attractiveness of the contractual income, the Manager looks at the structure of the underlying leases including the duration of the leases and the risk associated with lease rollover. The Manager also analyzes the diversity of the tenant roster associated with each company’s portfolio by evaluating the credit worthiness of the underlying tenant. Furthermore, the Manager looks at the degree to which various property types and geographic markets exhibit volatility with respect to macro economic changes. For example, office properties in Paris tend to be more cyclical than Canadian multi-residential, but less cyclical than hotel properties in Chicago. Finally, the Manager judges the attractiveness of different markets by understanding the demand/supply outlook for any given market as well as the general investment environment. From a demand perspective, the Manager evaluates, among other things, the absorption rate of square feet available for rent, the robustness of current leasing activity, job growth and general economic activity. From a supply perspective, the Manager analyzes construction starts, new permit activity and project completions as a way to analyze new supply coming on the market. Return and capitalization rate volatility, historical private market returns, expected rent growth and recent transactions are a few of the variables used to measure the general attractiveness of the market from a valuation basis. In summary, the Manager is looking to buy the best real estate in the most attractive markets that generates transparent income from buildings with long-term leases filled with tenants that have high credit ratings. 2. Financial Strength of the Entity:

In addition to a bias against cyclical businesses such as commercial development and homebuilding, the Manager will attempt to avoid buying the securities of companies that do not have the balance sheet flexibility to survive the ups and downs of a complete market cycle and could potentially default on their dividend/interest payments. The Manager does this by identifying for each company the: • • • • • • • Loan-to-gross real estate value; Total fixed charge ratio after interest payments; Sources and uses of capital; Debt maturity schedule; Line of credit capacity; Required capital expenditures; and Percentage of secured versus unsecured debt.

Generally, from a preferred share/debt investment perspective, the metrics to evaluate the stability of an issuer’s cash flows and thus the ability to pay its preferred dividend or interest payments are similar to the equity analysis. The Manager looks at things such as: • • • • • • • • Interest coverage ratios; Fixed charge ratios (after preferred interest and other fixed liabilities); Average tenant credit; Average lease duration; Debt rating and risk of downgrades; Quality of assets (location and capital requirements); Cyclicality of the markets and income streams; and Anticipated excess supply in the markets.

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3.

Valuation of the Security: The main valuation tools the Fund employs for common equity analysis are NAV and cash flow valuation.

For NAV analysis, the Manager applies a capitalization rate to its forecasted net operating income in order to assess the value of the company’s in-place real estate. The capitalization rate used is an internally derived metric that is driven by the location of a company’s assets and current income as well as expected capitalization rates in those regions. From a cash flow perspective, the starting point used to derive a discount rate is the risk free rate. Adding an appropriate company specific debt and equity spread, the Manager derives a cost of equity. From there, the Manager overlays a risk premium by taking into account the various types of real estate, company and security specific risks. The Manager risk-adjusts the cost of equity by applying each company’s respective risk premium. The Manager will then incorporate its long-term growth forecast to calculate a cash flow discount rate that is used to arrive at a discounted cash flow value. To determine the relative attractiveness of preferred or corporate debt securities, the Manager evaluates: • • • • • Current dividend yield relative to the debt rating and security of payment; Discount to par; Call protection; Coupon rate relative to alternative sources of capital; and Issuers’ access to alternative capital sources.

The investment decisions for the Fund will be made by the Manager in accordance with the investment strategies and the investment restrictions. The Global Investment Advisor conducts a monthly review of strategy and deployment with the Manager to confirm that the investment strategies and investment restrictions are satisfied. The Global Advisory Committee meets with the Manager quarterly to discuss real estate fundamentals around the world. Use of Derivatives The Fund may invest in or use derivative instruments, other than commodity derivatives, for hedging purposes consistent with its investment objectives and investment strategy and subject to its investment restrictions. For example, the Fund may use derivatives, including foreign exchange hedges, with the intention of offsetting or reducing risks associated with an investment or group of investments. No assurance can be given that the Fund will be hedged from any particular risk from time to time. Foreign Currency Hedging The Fund is be exposed to a number of foreign currencies. The Manager takes currency exposure into account in managing the Portfolio, and currently hedges approximately 90% of the value of the Portfolio exposed to the United States dollar and Euro back to the Canadian dollar. Leverage The Fund may utilize various forms of leverage including a margin facility that will allow the Fund to borrow funds from time to time that the Manager determines appropriate. In connection with such leverage, the Fund may grant security over the Portfolio. The aggregate amount of leverage by the Fund may not exceed 25% of the aggregate value of the assets of the Fund (the “Total Assets”) at the time of use of the leverage. In the event that the leverage exceeds 25% of Total Assets, the Manager will take reasonable measures to reduce the total borrowings such that it is below 25% of the Total Assets of the Fund. Currently, the Fund has drawn down leverage in an amount representing approximately 18% of the Total Assets through a margin facility.

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Securities Lending In order to generate additional returns, the Fund may lend Portfolio securities to securities borrowers acceptable to the Fund pursuant to the terms of a securities lending agreement between the Fund and any such borrower under which: (i) the borrower will pay to the Fund a negotiated securities lending fee and will make compensation payments to the Fund equal to any distributions received by the borrower on the securities borrowed; (ii) the securities loans must qualify as “securities lending arrangements” for the purposes of the Income Tax Act (Canada) (the “Tax Act”); and (iii) the Fund will receive collateral security. If a securities lending agent is appointed for the Fund, such agent will be responsible for the ongoing administration of the securities loans, including the obligation to mark-to-market the collateral on a daily basis. OVERVIEW OF THE SECTOR THAT THE FUND INVESTS IN Overview of Global Real Estate Market The global real estate universe is estimated to be valued at approximately $20 trillion. Of the $20 trillion, slightly more than $1.2 trillion is securitized in the publicly listed real estate market. Approximately 43% of the listed real estate market is located in North America, approximately 16% is located in the United Kingdom and Continental Europe, roughly 31% is located across Asia and 9% in Australia and New Zealand. The Manager believes investing in global real estate securities is one of the most efficient and direct manners by which an investor can gain access to real estate and participate in the regional and economic growth underpinning those markets. The preponderance of real estate globally still remains in the hands of private owners and operators, suggesting there is substantial room for growth within the publicly listed securities market. Over time, the Manager believes more and more private real estate owners and operators may seek to recapitalize their holdings or companies in the form of publicly listed REITs as countries adopt tax efficient REIT structures. This represents an attractive secular growth story for the industry.

Source: UBS Research, FTSE EPRA NAREIT, Bloomberg, Forum Securities Limited.

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As access to private market capital has become increasingly more expensive and scarce, privately held real estate companies and/or funds that need capital for refinancing, recapitalizations or for growth purposes such as acquisitions and development, will increasingly turn to the public markets. The Manager believes continued adoption by nations of REIT-like structures around the world, as highlighted in the chart below, will further promote the securitization of real estate and lead to future opportunities for the Fund.

Source: Cohen and Steers

The landscape of publicly listed real estate is diversified across region and property type. The table below highlights the regional and property type make-up of the FTSE EPRA NAREIT Developed Global Real Estate Index. Investing globally provides the benefit of getting exposure to assets located in different geographies across multiple property types.
FTSE EPRA / NAREIT Developed Global Real Estate Index Office Retail Residential Industrial Hotel Diversified 7.2% 10.3% 6.7% 2.2% 3.0% 11.0% 1.5% 1.3% 0.6% 0.0% 0.1% 0.9% 8.7% 11.6% 7.3% 2.2% 3.1% 11.8% 0.8% 5.2% 0.0% 6.0% 6.5% 3.3% 0.7% 10.4% 0.6% 25.7% 1.4% 2.2% 0.1% 3.7% 0.7% 0.9% 0.8% 2.4% 4.5% 22.2% 0.1% 0.5% 0.0% 0.7% 0.3% 1.9% 1.5% 3.7% 0.0% 11.6% 1.4% 0.2% 0.0% 1.6% 0.0% 0.0% 1.0% 1.0% 0.7% 5.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.2% 0.2% 0.0% 3.3% 1.8% 1.8% 0.3% 3.9% 3.3% 8.4% 1.3% 12.9% 3.1% 31.8%

Region United States Canada North America

Total 40.4% 4.4% 44.7% 5.4% 10.0% 0.5% 15.9% 10.7% 14.4% 5.3% 30.5% 8.9% 100.0%

United Kingdom Western Europe Central & Eastern Europe Continental Europe Japan Hong Kong & China Singapore Asia Australia & New Zealand Global

S ource: FTSE EPRA / NAREIT, Forum Securities Limited, B loomberg. As of December 31, 2010

Global Real Estate Exhibits Low Cross Border Correlations Real estate is a local business the performance of which is primarily influenced by local supply and demand dynamics. Local economic and business conditions are what ultimately drive operating income, cash flows and valuation. The local nature of real estate translates into low cross border correlations such that the performance of one real estate market has a low influence on the performance of another real estate market. The Manager believes

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the low correlation of real estate markets around the world provides diversification while lowering volatility and risk. The table below highlights the correlation of publicly traded real estate markets globally by comparing the correlations for each of the FTSE EPRA NAREIT regional sub indices against each other. Cross Regional Correlations of Regional Global Real Estate Securities Indices USA Canada Europe Asia Australia Global USA 1.000 Canada 0.586 1.000 Europe 0.591 0.547 1.000 Asia 0.267 0.363 0.365 1.000 Australia 0.511 0.534 0.470 0.237 1.000 Global 0.788 0.641 0.650 0.695 0.573 1.000

Source: Bloomberg, Forum Securities Limited. As of December 31, 1992 to December 31, 2010

Real estate also exhibits low correlations to equity markets. The table below highlights the cross border correlations between public real estate markets and public equity markets. Unlike most industries around the world, real estate cash flows are contractual in nature and payable over a fixed time frame. The fixed rent obligation of real estate creates a high level of transparency such that real estate cash flows and income streams tend to be more stable and visible and less susceptible to the typical ebbs and flows of traditional business and market cycles. Consequently, the performance of real estate tends to have a low correlation with other asset classes. This dynamic is illustrated in the table below highlighting the low cross border correlation of real estate relative to equity markets by comparing each FTSE EPRA NAREIT sub index with its respective domestic broad market index (for example, in the United States, the S&P 500 Index). The Manager believes combining relatively uncorrelated assets to a diversified portfolio of stock and bonds will lower the overall volatility of the Portfolio while generating better risk adjusted returns over the long term. Correlations Between Regional Equity and Real Estate Securities Indices
USA 0.538 0.535 0.521 0.522 0.447 0.688 Canada 0.428 0.534 0.428 0.548 0.391 0.639 Europe 0.452 0.411 0.541 0.441 0.449 0.587 Asia 0.336 0.363 0.365 0.892 0.342 0.723 Australia 0.476 0.458 0.514 0.516 0.586 0.699 Global 0.551 0.522 0.540 0.564 0.485 0.769

USA Canada Europe Asia Australia Global

Source: Bloomberg, Forum Securities Limited. As of December 31, 1992 to December 31, 2010

Total Return Performance Compared to Other Assets Below is the 10-year, cumulative performance of global real estate, global bonds, global stocks and the S&P 500, one of the most widely followed global equity indices. As depicted in the chart below, global real estate has outperformed other asset classes across multiple business cycles.

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10-Year Cumulative Performance
155%

Return

99%

14%

15%

Global Real Estate

Global Bonds

Global Stocks

S&P 500

Source: Bloomberg, Forum Securities Limited. As of March 31, 2000 to December 31, 2010. Indices include FTSE EPRA NAREIT Developed Global Real Estate Index, JP Morgan Global Aggregate Bond Index, MSCI World Index and S&P 500.

The Current Environment The Manager has a positive outlook for real estate securities in 2011. The recovery in listed real estate markets has been driven by a recovery in credit market conditions coupled with general economic activity. The improvement in global economic trends is translating into a recovery in real estate fundamentals. Property level occupancies along with market rents are stabilizing and in some markets starting to increase, unemployment declines have subsided, industrial production has improved, inventory levels are being replenished leading to a recovery in world trade and consumer confidence has rebounded resulting in a recovery in consumer spending. On a global basis, economic growth has resumed, first led by Asia and emerging markets and followed by Australia, Canada and the United States and is expected to increase approximately 3% in 2011 and roughly 4% in 2012. With a recovery in business confidence, equity markets and financial conditions normalizing, the Manager believes real estate fundamentals to have troughed in 2010 and will be followed by a multi-year recovery in operating income, rents, occupancies and cost of capital beginning in 2011.

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Publicly listed companies have positioned themselves for growth. Many public companies took advantage of their access to capital by raising both debt and equity, recapitalizing their balance sheets and putting themselves in a position to take advantage of distressed opportunities. By contrast, private real estate owners and operators have not enjoyed the same access to capital, thereby putting these companies at a competitive disadvantage. As the global economic recovery accelerates, it is the Manager’s expectation that public companies should be at a competitive advantage relative to their private market peers in capitalizing on distressed opportunities through the upcoming debt maturity and refinancing cycle.

Better access to credit, the recovery in real estate operating fundamentals and improved economic trends should fuel growth in the securitized global real estate market and lead to attractive investment opportunities and returns on a risk-adjusted basis. INVESTMENT RESTRICTIONS The Fund is subject to certain investment restrictions as stipulated in the Declaration of Trust that, among other things, limit the investments that may be made by the Fund: (a) the Fund may not purchase any securities of any single issuer (other than short-term debt securities issued or guaranteed by the Government of Canada or any Canadian province or municipality) if as a result more than 10% of the Fund’s Total Assets would consist of securities of such issuer;

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(b)

the Fund may not purchase securities of any single issuer if, as a result of such purchase, the Fund would be required to make a take-over bid that is a “formal bid” for the purposes of the Securities Act (Ontario) or the equivalent provision of applicable securities laws of any other jurisdiction; the Fund will not acquire securities which represent direct real estate investment and/or illiquid assets (as defined by NI 81-102) if, immediately after the purchase, more than 20% of the Fund’s Total Assets, taken at the time of acquisition, would consist of real estate and illiquid assets; the Fund will not invest in issuers domiciled outside of industrialized economies except that up to 10% of the Total Assets of the Fund may be invested in the securities of issuers domiciled in a country included in the MSCI Emerging Markets Index; the Fund will not write call options on securities representing more than 5% of Total Assets and will not write a call option in respect of a Portfolio security unless such security is held by the Fund at the time the option is written or dispose of such a security that is subject to a call option written by the Fund unless that option has either been terminated or has expired; the Fund will not engage in short selling in excess of 5% of Total Assets (and then only in connection with pairs trading) and will not be net short; the Fund will not borrow money in excess of 25% of the Total Assets; the Fund will not invest more than 5% of the Total Assets in securities outside of the real estate sector; the Fund will not make or hold any investment or conduct any activity that would result in the Fund failing to qualify as a “unit trust” or a “mutual fund trust” within the meaning of the Tax Act; the Fund must not hold “securities” of a “subject entity”, other than a “portfolio investment entity”, (as defined in the SIFT Measures) if such securities have a fair market value that is greater than 10% of the equity value of such subject entity for the purposes of the Tax Act; the Fund must not hold “securities” of a “subject entity”, other than a “portfolio investment entity”, (as defined in the SIFT Measures) if, together with all of the securities that the Fund holds of entities affiliated with the particular subject entity, such securities have a total fair market value that is greater than 50% of the equity value of the Fund for the purposes of the Tax Act; the Fund must not hold any property that is a “Canadian real, immovable or resource property” for purposes of the Tax Act if at any time in the taxation year the total fair market value of such property held by the Fund is greater than 45% of the equity value of the Fund for the purposes of the Tax Act, (in respect of paragraphs (j), (k) and (l), see “Income Tax Considerations”); the Fund will not invest in or hold (i) securities of or an interest in any “offshore investment fund property”, for purposes of the Tax Act, if the Fund would be required to include any significant amounts in income pursuant to section 94.1 of the Tax Act, (ii) an interest in a trust which would require the Fund to report income in connection with such interest pursuant to the rules proposed in section 94.2 of the Tax Act, or (iii) any interest in a non-resident trust other than an “exempt foreign trust” for the purposes of proposed section 94 of the Tax Act, each as set forth in the proposed amendments to the Tax Act dated August 27, 2010 (or amendments to such proposals, provisions as enacted into law or successor provisions thereto); the Fund will not purchase or hold any securities of an entity that would be a foreign affiliate of the Fund for purposes of the Tax Act;

(c)

(d)

(e)

(f) (g) (h) (i)

(j)

(k)

(l)

(m)

(n)

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(o)

the Fund will not make loans or guarantee obligations, except that the Fund may purchase and hold debt obligations (including bonds, debentures or other obligations and certificates of deposit, bankers’ acceptances and fixed time deposits) in accordance with the investment strategies; the Fund will not invest for the purposes of exercising control over management of the issuer of any Real Estate Securities; the Fund will not lend Fund Property except as permitted by NI 81-102 (as if the Fund were subject to NI 81-102); the Fund will not invest in any security that would be a “tax shelter investment” within the meaning of section 143.2 of the Tax Act; the Fund may invest, directly or indirectly through subsidiaries, in interests in income producing real property; and the Fund shall not invest, directly or indirectly, in operating businesses unless such investment is incidental to a transaction (i) where revenue will be derived, directly or indirectly, principally from real property, or (ii) which principally involves the ownership, maintenance, improvement, leasing or management, directly or indirectly, of real property (in each case as determined by the Trustees).

(p) (q) (r) (s) (t)

If a percentage restriction on investment or use of assets set forth above in paragraphs (c), (d), (k), and (l) is adhered to at the time of the transaction, subsequent changes to the market value of the investment or Net Asset Value will not be considered a violation of the investment restrictions. If the Fund receives from an issuer subscription rights to purchase securities of that issuer, and if the Fund exercises those subscription rights at a time when the Fund’s holdings of securities of that issuer would otherwise exceed the limits set forth above, the exercise of those rights will not constitute a violation of the investment restrictions if, prior to the receipt of securities of that issuer on exercise of these rights, the Fund has sold at least as many securities of the same class and value as would result in the restriction being complied with. Unitholder approval is required to change the investment objectives or investment restrictions of the Fund. See “Unitholder Matters — Matters Requiring Unitholder Approval”. FEES AND EXPENSES Initial Fees and Expenses The expenses of the Offerings, estimated to be $385,000, subject to a maximum of 1.5% of the gross proceeds of the Offerings (including the costs of printing and preparing this prospectus, legal expenses, marketing expenses, certain expenses incurred by the Agents and certain other expenses incurred in connection with the Offerings), will, together with the Agents’ fees in respect of the Offerings, be paid from the gross proceeds of the Offerings. Agents’ Fee The Fund will pay the Agents a fee of $0.57 per Class A Unit (4.7% of the price of a Class A Unit) and $0.24 per Class B Unit (2.0% of the price per Class B Unit) sold by the Agents. Management Fees The Manager will only receive a Management Fee (as defined below) in years where the Fund earns a positive Total Return (as defined below) for that year. This is fairly unique and is designed to align the interests of the Unitholders and the Manager. Total Return means the return generated on the Units, including income from distributions declared, as well as the appreciation or depreciation in the Net Asset Value per Unit, over the calendar

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period, calculated on December 31st of each year. The Manager will charge a fee, plus applicable taxes, (the “Management Fee”) of: • • • • 0% of Net Asset Value per annum in years in which the Total Return is negative; 1.25% of Net Asset Value per annum in years in which the Total Return is between 0% and 7.99%; 1.5% of Net Asset Value per annum in years in which the Total Return is between 8% and 11.99%; and 1.8% of Net Asset Value per annum in years in which the Total Return is in excess of 12%.

The Management Fee shall not be paid in respect of the Net Asset Value of the Fund invested in assets or securities for which the Manager and/or its affiliates is paid an investment management fee. The Management Fee will be calculated and accrued daily based on the year-to-date annualized Total Return, paid monthly in arrears. The Manager will calculate the final Management Fee in respect of a completed calendar year on December 31st of that year based on the Total Return of the Fund. For greater certainty, the maximum Management Fee payable is 1.8%. In circumstances where the application of this graduated Management Fee applied to the Total Return would result in returns to investors being lower than they would have been under a lower Management Fee, the Management Fee shall be reduced until investors would receive a return at least equal to what they would have received had the Total Return of the Fund implied a lower percentage Management Fee. Any Management Fee overpaid to the Manager or owing to the Manager will be reimbursed or paid no later than 60 days following year end of the Fund. There is also an additional fee charged by the Manager in an amount equal to the Service Fee (as defined below) which will be paid by the Manager to dealers. The fees payable to the Global Investment Advisor and 4IP are paid by the Manager and not the Fund. Service Fees From the amounts received by the Manager from the Fund, the Manager pays to each registered dealer a service fee (the “Service Fee”) equal to 0.40% annually of the NAV per Class A Unit for each Unit held by clients of such registered dealer (calculated and paid at the end of each calendar quarter) plus applicable taxes. This Service Fee is reflected in the calculation of the NAV for the Class A Units. There is no service fee applicable to the Class B Units. See “Calculation of Net Asset Value”. Ongoing Expenses The Fund pays for all ordinary expenses it incurs or are incurred on its behalf by the Manager in connection with the Fund’s operation and management. In addition to the fees and expenses referenced elsewhere in this prospectus, these expenses include, without limitation: (a) financial reporting costs and mailing and printing expenses for periodic reports to security holders and other security holder communications including marketing and advertising expenses; (b) any taxes payable by the Fund; (c) fees payable to its transfer agent, fund administrator, prime broker, record keeper and its custodian(s); (d) costs and fees payable to any valuator, technical consultant, accountant or auditor or other third party service provider; (e) ongoing regulatory filing fees, maintenance of listing fees or other stock exchange requirement fees, licence fees and other fees; (f) any expenses incurred in connection with any legal proceedings in which the Manager participates on behalf of the Fund or any other acts of the Manager or any other agent of the Fund in connection with the maintenance or protection of the property of the Fund; (g) any fees payable to, and expenses incurred by, independent trustees and the independent review committee (the “IRC”); (h) any additional fees payable to the Manager for performance of extraordinary services on behalf of the Fund; and (i) consulting fees and expenses associated with the preparation of tax filings. The Fund is also responsible for all taxes, commissions, brokerage commissions and other costs of securities transactions, debt service and costs relating to any credit facilities and any extraordinary expenses which it may incur or which may be incurred on its behalf from time to time, as applicable. Such ordinary expenses are estimated to be $285,000 per annum.

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RISK FACTORS There are certain risks inherent in an investment in the Units of the Fund, including the following factors, which investors should carefully consider before investing. Some of the following factors are interrelated and, consequently, investors should treat such risk factors as a whole. The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this prospectus. These risks and uncertainties are not the only ones that could affect the Fund and additional risks and uncertainties not currently known to the Fund or the Manager, or that they currently deem immaterial, may also impair the returns, NAV, financial condition and results of operations of the Fund. If any such risks actually occur, the returns, NAV, financial condition and results of operations of the Fund could be materially adversely affected and each of the financial performance of the Fund and the ability of the Fund to make cash distributions or satisfy requests for redemptions of Units could be materially adversely affected. No Assurance of Achieving Investment Objectives There is no assurance that the Fund will be able to achieve its investment objectives or be able to pay distributions at targeted levels. The funds available for distribution to Unitholders will vary according to, among other things, the interest, dividends and distributions received in respect of its portfolio investments and the market value of the securities comprising the Portfolio. There is no assurance that the Fund will earn any return. The Manager, on behalf of the Fund, may periodically and will at least annually re-evaluate the Fund’s targeted level of distributions. An investment in the Fund is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment and who can withstand the effect of distributions not being paid in any period or at all. Fluctuations in NAV The NAV applicable to Units and the funds available for distributions will vary according to, among other things, the value of the securities held within the Portfolio and the amount of distributions, interest and dividends paid by the issuers of the securities held by the Fund in the Portfolio. Fluctuations in the market value of the Portfolio securities may occur for a number of reasons beyond the control of the Manager. Performance of the Portfolio The NAV per Unit will vary as the fair value of the securities in the Portfolio varies. The Fund has no control over the factors that affect the fair value of the securities in the Portfolio, including factors that affect the equity markets generally, such as general economic and political conditions and fluctuations in interest rates, and factors unique to each issuer included in the Portfolio, such as changes in management, changes in strategic direction, achievement of strategic goals, mergers, acquisitions and divestitures, changes in distribution policies and other events that may affect the value of its securities. Some global economies are experiencing significantly diminished growth and some may suffer a recession. No assurance can be given that diminished availability of credit and significant equity devaluations will not adversely affect the markets into which the Fund invests in the near to medium term. Equity Risk Equities such as common shares give the holder part ownership in a company. The value of an equity security changes with the fortunes of the company that issued it. General market conditions and the health of the economy as a whole can also affect equity prices. Equity related securities that provide indirect exposure to the equity securities of an issuer, such as convertible debentures, can also be affected by equity risk. Present economic conditions may adversely affect global companies and the pricing of their securities. Further continued volatility or illiquidity could impair materially the profitability of these issuers.

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Credit Risk The investments of the Portfolio in bonds and debentures exposes the Fund to the credit risk of the underlying issuer including risk of default on interest and principal and the risk that the credit ratings of such issuers may be downgraded in certain circumstances. Certain of the bonds and debentures may be regarded as predominantly speculative with respect to the issuers continuing ability to meet principal and interest payments. They may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher rated securities. The markets on which lower rated bonds and debentures are traded may be less liquid than the markets for investment rated securities. During periods of thin trading in these markets, this spread between bid and ask prices is likely to increase significantly and the Fund may have difficulty selling such securities. Global financial markets have experienced a significant re-pricing recently that has contributed to a reduction in liquidity and the availability of credit enhancing the likelihood of default by some issuers due to diminishing profitability or an inability to refinance existing debt. In addition, real or anticipated changes in the credit ratings on bonds and debentures held in the Portfolio may affect the market value of such bonds and debentures. Global Financial Developments Global financial markets have experienced a sharp increase in volatility in recent years. This has been, in part, the result of the revaluation of assets on the balance sheets of international financial institutions and related securities. This has contributed to a reduction in liquidity among financial institutions and has reduced the availability of credit to those institutions and to the issuers who borrow from them. While central banks as well as global governments are attempting to restore much needed liquidity to the global economies, no assurance can be given that the combined impact of the significant revaluations and constraints on the availability of credit will not continue to materially and adversely affect economies around the world. Some of these economies have experienced significantly diminished growth and some are experiencing or have experienced a recession. These market conditions and further volatility or illiquidity in financial markets may also adversely affect the prospects of the Fund and the value of the Portfolio. A substantial drop in the markets in which the Fund invests could be expected to have a negative effect on the Fund. Reliance on the Manager and the Global Investment Advisor Unitholders will be dependent on the ability of the Manager to effectively manage the Fund in a manner consistent with the investment objectives, strategy and restrictions of the Fund. Performance of the investments in the Portfolio will be dependent on the Manager and the Global Investment Advisor, who are principally responsible for providing administration and portfolio advisory services to the Fund. Sensitivity to Interest Rates The market price of the Units may be affected by the level of interest rates prevailing from time to time. In addition, any decrease in the NAV resulting from an increase in interest rates may also negatively affect the market price of the Units. Unitholders will therefore be exposed to the risk that the NAV per Unit or the market price of the Units may be negatively affected by interest rate fluctuations. Liquidity of the Securities in the Portfolio Some of the securities in which the Fund intends to invest may be thinly traded and some may have no market at all including, but not limited to, the Fund’s private investments and real estate investments. It is possible that the Fund may not be able to sell portions of such positions without facing substantially adverse prices. If the Fund is required to transact in such securities or other assets before their intended investment horizon, the performance of the Fund could suffer. Risks Relating to Real Estate The Fund is invested primarily in the securities of issuers active in the real estate sector. The assets, earnings and securities values of the issuers involved in the real estate sector are influenced by a number of different

30

factors including economic cycles, inflation, the cost of capital available to real estate issuers, the level of short and long-term interest rates, the timing of increases in supply, consumer confidence, investor confidence in competing asset classes, demographic trends, the policies of various levels of governments and the economic well-being of industries such as retail and tourism. Real estate issuers generally are subject to certain risks related to their direct ownership of real estate. Real property investments are affected by general economic conditions, local real estate markets, supply and demand for leased premises, competition for other available premises and various other factors. The value of real property and any improvements thereto may also depend on the credit and financial stability of the tenants and upon the vacancy rates of the underlying property portfolio. There are certain types of risks relating to the ownership of real estate, generally of a catastrophic nature, such as wars, terrorism or environmental contamination, which may be either uninsurable or not insurable on an economically viable basis. In addition, environmental laws may render a real estate issuer liable for the costs of removal of certain hazardous substances and the remediation of certain hazardous locations. Real estate ownership may also require certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges regardless of whether property is producing income. Foreign Market Exposure The Fund’s investments, at any particular time, include securities of issuers established in jurisdictions outside Canada and the United States. Although most of such issuers are subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to Canadian and U.S. companies, some issuers may not be subject to such standards and, as a result, there may be less publicly available information about such issuers than a Canadian or U.S. company. Volume and liquidity in some foreign markets may be less than in Canada and the United States and, at times, volatility of price may be greater than in Canada or the United States. As a result, the price of such securities may be affected by conditions in the market of the jurisdiction in which the issuer is located or its securities are traded. Investments in foreign markets carry the potential exposure to the risk of political upheaval, acts of terrorism and war, all of which could have an adverse impact on the value of such securities. Limited Information Regarding Private Issuers The Fund’s portfolio may consist of securities issued by privately held issuers. There is generally little or no publicly available information about such issuers and the Fund must rely on the diligence of the Manager and Global Investment Advisor to obtain the information necessary for its decision to invest in them. There can be no assurance that the diligence efforts of the Manager and Global Investment Advisor will uncover all material information about the privately held business necessary for the Fund to make a fully informed investment decision. Use of Derivative Instruments The Fund may utilize derivatives for hedging purposes. The use of derivative instruments involves risks different from and possibly greater than, the risks associated with investing directly in securities and other traditional investments. Risks associated with the use of derivatives include: (i) hedging to reduce risk does not guarantee that there will not be a loss or that there will be a gain; (ii) there is no guarantee that a market will exist when the Fund wants to complete the derivative contract, which could prevent the Fund from reducing a loss or making a profit; (iii) securities exchanges may impose trading limits on options and futures contracts, and these limits may prevent the Fund from completing the derivative contract; (iv) the Fund could experience a loss if the other party to the derivative contract is unable to fulfill its obligations; and (v) if the Fund has an open position in an option, a futures contract or a forward contract with a dealer who goes bankrupt, the Fund could experience a loss and, for an open futures or forward contract, a loss of margin deposits with that dealer. In circumstances where there is an interest rate hedge employed, total return on the Portfolio may be higher with the hedge than without it when interest rates rise significantly, but total return may be lower than it otherwise would be in a stable to falling interest rate environment.

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Use of Short Selling Selling securities short may result in the loss of an amount greater than the amount invested since there is theoretically no limit to the price to which securities that have been sold short may rise before the short position is closed out. In addition, the supply of securities which can be borrowed in order to maintain short positions fluctuates from time to time. There is no assurance that the lender of securities or financial instruments will not require the security to be repaid before the Global Investment Advisor wishes to do so, thereby requiring the Fund to borrow the security elsewhere or purchase the security in the market at an unattractive price. In addition, the borrowing of securities entails the payment of a borrowing fee. There is no assurance that any borrowing fee will not increase during the borrowing period, adding to the expense of a short sale strategy. In addition, there is no assurance that a security sold short can be repurchased due to supply and demand constraints in the marketplace. The Fund will only engage in short selling in connection with pairs trading. In connection with pairs trading, while market risk would be hedged out, the Fund would still be exposed to stock specific risk, specifically that the stock the Fund is short outperforms the stock that the Fund is long which could offset some or all of the benefit in the yield differential. Use of Options The Fund will not participate in any gains on the securities that are subject to outstanding call options above the strike price of the options. There can be no assurance that a liquid exchange or over-the-counter market will exist to permit the Fund to write covered call options on desired terms or to close out option positions should the Global Investment Advisor desire to do so. In purchasing call options, the Fund is subject to the credit risk that its counterparty (whether a clearing corporation in the case of exchange traded instruments, or other third party in the case of over-the-counter instruments) may be unable to meet its obligations. The ability of the Fund to close out its positions may also be affected by exchange imposed daily trading limits on options. If the Company is unable to repurchase a call option which is in-the-money, it will be unable to realize its profits or limit its losses until such time as the option becomes exercisable or expires. The use of options may have the effect of limiting or reducing the total return of the Fund of the Global Investment Advisor’s expectations concerning future events or market conditions prove to be incorrect. Counterparty Risk In purchasing call or put options or entering into forward or future contracts, the Fund is subject to the credit risk that the counterparties (whether a clearing corporation, in the case of exchange traded instruments, or other third party, in the case of over-the-counter instruments) may be unable to meet their respective obligations and that the Fund may incur losses as a result. Securities Lending The Fund may engage in securities lending. Although it will receive collateral for the loans and such collateral will be marked-to-market, the Fund will be exposed to the risk of loss should the borrower default on its obligation to return the borrowed securities and the collateral be insufficient to reconstitute the portfolio of loaned securities. Use of a Prime Broker to Hold Assets The prime broker may also lend, pledge or hypothecate the assets of the Fund, which may result in a potential loss of such assets. As a result, the assets of the Fund could be frozen and inaccessible for withdrawal or subsequent trading for an extended period of time if the prime broker experiences financial difficulty. In such case, the Fund may experience losses due to insufficient assets of the prime broker to satisfy the claims of its creditors,

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and adverse market movements while its positions cannot be traded, which would adversely affect the total return to the Fund. Currency Exposure As the Portfolio is invested in securities denominated in US dollars and other foreign currencies, the NAV of the Fund, when measured in Canadian dollars, will, to the extent this has not been hedged against, be affected by changes in the value of the US dollar and other foreign currencies relative to the Canadian dollar. The Fund is not expected to be fully hedged and distributions received on the Portfolio will not be hedged and accordingly no assurance can be given that the Fund will not be adversely impacted by changes in foreign exchange rates or other factors. The use of hedges, if used, involves special risks, including the possible default by the other party to the transaction, illiquidity and, to the extent the Manager’s assessment of certain market movements is incorrect, the risk that the use of hedges could result in losses greater than if the hedging had not been undertaken. Hedging arrangements may have the effect of limiting or reducing the total returns to the Fund if the Manager’s expectations concerning future events or market conditions prove to be incorrect. In addition, the costs associated with a hedging program may outweigh the benefits of the arrangements in such circumstances. Trading Price of the Units Units may trade in the market at a premium or discount to the NAV per Unit and there can be no assurance that the Units will trade at prices that reflect their net asset value. Redemptions If holders of a substantial number of Units exercise their redemption rights, the number of Units outstanding and the NAV of the Fund could be significantly reduced. A significant number of redemptions would increase the management expense ratio of the Fund. Many closed-end funds, like the Fund, with an annual redemption feature have experienced significant redemptions and as a result, some have ceased to be economically feasible and have been terminated or merged with other funds. The Manager may terminate the Fund upon notice to Unitholders if, in the opinion of the Manager, the NAV of the Fund is reduced as a result of redemptions or otherwise so that it is no longer economically feasible to continue the Fund. Status of the Fund for Securities Law Purposes The Fund is not a “mutual fund” for securities law purposes. As a result, some of the protections provided to investors in mutual funds under such laws will not be available to investors and restrictions imposed on mutual funds under Canadian securities laws, including NI 81-102, will not apply to the Fund. Potential Conflicts of Interest The Manager and the Global Investment Advisor, their respective directors and officers and their respective affiliates and associates may engage in the promotion, management or investment management of other accounts, funds or trusts which invest primarily in the securities held by the Fund. The Fund will comply with National Instrument 31-103 – Registration Requirements and Exemptions and National Instrument 81-107 – Independent Review Committee for Investment Funds. Although officers, directors and professional staff of the Manager and the Global Investment Advisor will devote as much time to the Fund as is deemed appropriate to perform its duties, the staff of the Manager and the Global Investment Advisor may have conflicts in allocating their time and services among the Fund and the other funds managed by the Manager and the Global Investment Advisor. Changes in Legislation There can be no assurance that income tax, securities and other laws will not be changed in a manner which adversely affects the distributions received by the Fund or by the Unitholders.

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Taxation of the Fund If the Fund ceases to qualify as a “mutual fund trust” under the Tax Act, adverse consequences may arise including that: (i) the Fund may become liable to pay certain additional tax liabilities (with the result that the amount of cash available for distribution by the Fund would be reduced and Unitholders may otherwise be adversely affected), and, (ii) the Units may not be or may cease to be qualified investments for Plan Trusts (with the result that a Plan Trust or its annuitants, holders or beneficiaries may become subject to additional tax or penalties or may be otherwise adversely affected including, in the case of a registered education savings plan, the registration of such Plan Trust may be revoked). In addition, in the case of a Plan Trust that is a TFSA, where the TFSA acquires or holds a Unit that is a “prohibited investment” (as defined in the Tax Act), adverse tax consequences will generally arise to the holder of the TFSA, including that the holder may become subject to a penalty tax. The SIFT Measures will apply to a mutual fund trust that is a SIFT trust. The Fund should not be a SIFT trust for the purposes of these rules because, at any time that the Units are listed or traded on a stock exchange or other public market as defined in the Tax Act, the Fund should not hold “non-portfolio property” based on its investment objectives and investment restrictions. If the SIFT Measures were to apply to the Fund, they may have an adverse impact on the Fund including generally reducing the cash available for distribution to Unitholders. There can be no assurance that Canadian federal income tax laws and the administrative policies and assessing practices of the CRA (as hereinafter defined) respecting the treatment of mutual fund trusts and SIFTs will not be changed in a manner which adversely affects Unitholders. It is possible that, if certain tax proposals released on October 31, 2003 are enacted in the form currently proposed, the deduction of losses of the Fund in a particular taxation year could be limited. Under these tax proposals, with effect for taxation years commencing after 2004, a taxpayer will have a loss for a taxation year from a particular source that is a business or property only if, in that year, it is reasonable to expect that the taxpayer will realize a cumulative profit from the business or property during the time that the taxpayer has carried on, and can reasonably be expected to carry on, the business or has held, and can reasonably be expected to hold, the property. Profit for this purpose will not include net capital gains. If the deduction of losses of the Fund was limited in a particular year, the taxable income of the Fund would be increased along with the taxable amount of distributions to Unitholders. On February 23, 2005, the Minister of Finance (Canada) announced that an alternative proposal to replace the tax proposals of October 31, 2003 would be released for comment. Such alternative proposal has not yet been released. The CRA has expressed a view that, in certain circumstances, the deductibility of interest on money borrowed to invest in an income trust may be reduced on a pro rata basis in respect of distributions from the income trust that are a return of capital and which are not reinvested for an income earning purpose. Counsel are of the view that, while the ability to deduct interest depends on the facts, based on the jurisprudence and the anticipated nature of income trust distributions, the CRA’s view should not affect the Fund’s ability to deduct interest on money borrowed to acquire units of REITs included in the Portfolio securities. If the CRA’s view were to apply to the Fund, part of the interest payable by the Fund in connection with money borrowed to acquire certain Portfolio securities could be non-deductible, increasing the net income of the Fund for tax purposes and the taxable component of distributions to Unitholders. The Declaration of Trust provides that the Fund shall, subject to the Trustee resolving otherwise, distribute to Unitholders in each year an amount of net income and net realized capital gains in order to eliminate the Fund’s non-refundable liability for tax under Part I of the Tax Act. Where the amount of net income and net realized capital gains of the Fund in a taxation year exceeds the cash available to the Fund for distribution in the year, such excess net income and net realized capital gains may be distributed to Unitholders in the form of additional Units. Unitholders will generally be required to include an amount equal to the fair market value of those Units in their taxable income notwithstanding that they do not directly receive a cash distribution. In determining its income for tax purposes, the Fund treats gains or losses on the disposition of securities in the Portfolio as capital gains and losses. The Fund intends to make an election under subsection 39(4) of the Tax Act so that all securities included in the Portfolio that are “Canadian securities” (as defined in the Tax Act) will be deemed to be capital property to the Fund resulting in a capital gain or loss on disposition. In addition, in accordance

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with the CRA’s published administrative practice, derivatives used to hedge capital items will be treated and reported for purposes of the Tax Act on capital account and designations with respect to its income and capital gains will be made and reported to Unitholders on this basis. CRA’s practice is not to grant advance income tax rulings on the characterization of items as capital gains or income and no advance income tax ruling has been requested or obtained. If these dispositions or transactions of the Fund are determined not to be on capital account, the net income of the Fund for tax purposes and the taxable component of distributions to Unitholders could increase. Certain issuers of securities included in the Portfolio may be or may become SIFT trusts or SIFT partnerships. In such event, the after-tax returns realized by Unitholders may be reduced to the extent that the Fund receives distributions of income or capital gains from such SIFT trusts or allocations of income or capital gains from such SIFT partnerships. In addition, as a result of the SIFT Measures, it is possible that SIFT trusts or SIFT partnerships may seek to restructure their affairs and organizational structures in a manner that could have an impact upon the returns to the Fund. The Fund invests in global real estate securities that will be comprised in part of securities of issuers established in jurisdictions outside of Canada or that otherwise hold interests in real property located in jurisdictions outside of Canada. Many foreign countries preserve their right under domestic tax laws and applicable tax conventions (“Tax Treaties”) with respect to taxes on income and on capital to require the reporting of and/or to impose tax on income or gains derived from securities that, generally, derive their value directly or indirectly principally from real or immovable property situated in such countries, even where such income or gains are realized by or attributable to persons who are not resident in such countries. While the Fund makes its investments in such a manner as to mitigate the amount of foreign taxes incurred under foreign tax laws and subject to any applicable Tax Treaties, investments in global real estate securities will generally subject the Fund and its Unitholders to foreign taxes on income and/or gains derived therefrom (and may result in potential requirements to file tax or information returns in certain countries in which the Fund invests). Any foreign taxes incurred will generally reduce the Fund’s cash available for distribution to Unitholders. Foreign taxes incurred may generally be partly or wholly creditable or deductible by Unitholders in Canada, where appropriate designations are filed by the Fund, or partly or wholly deductible to the Fund against its taxable income, depending on the circumstances. The availability of foreign tax credits in respect of foreign source income designated to a Unitholder by the Fund, and the availability of foreign tax deductions to the Fund, are subject to the detailed rules of the Tax Act and a Unitholder’s particular circumstances, including other foreign source income or losses received and foreign taxes paid by the Unitholder. Not a Trust Company The Fund is not a trust company and, accordingly, is not registered under the trust company legislation of any jurisdiction. Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that Act or any other legislation. Nature of the Units The Units are neither fixed income nor equity securities. The Units represent a fractional interest in the net assets of the Fund. Units are dissimilar to debt instruments in that there is no principal amount owing to Unitholders. Unitholders will not have the statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring “oppression” or “derivative” actions. Limitations on Non-Resident Ownership The Declaration of Trust provides that at no time may more than 40% of the Units outstanding (calculated on the number of Units or a fair market value basis) be held by or beneficially owned, directly or indirectly, for the benefit of non-residents. The limitation on ownership of the Units by non-residents may have an adverse impact on the liquidity of the Units. In addition, the sale by non-residents of a significant number of Units at the demand of the Fund may have an adverse effect on the market price of the Units.

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Liability of Unitholders The Fund is a unit trust and as such its Unitholders do not receive the protection of statutorily mandated limited liability in some provinces as in the case of shareholders of most Canadian corporations. There is no guarantee, therefore, that Unitholders could not be made party to legal action in connection with the Fund. However, the Declaration of Trust provides that no Unitholder, in its capacity as such, will be subject to any liability whatsoever, in tort, contract or otherwise, to any person in connection with the Fund’s property or the obligations or the affairs of the Fund and all such persons are to look solely to the Fund’s property for satisfaction of claims of any nature arising out of or in connection therewith and only the Fund’s property will be subject to levy or execution. Pursuant to the Declaration of Trust, the Fund will indemnify and hold harmless each Unitholder from any costs, damages, liabilities, expenses, charges and losses suffered by a Unitholder resulting from or arising out of such Unitholder not having limited liability. The Declaration of Trust also provides that the Trustee and the Manager shall use reasonable efforts to cause to be inserted into each material written agreement, undertaking and obligation signed by or on behalf of the Fund a provision to the effect that such agreement, undertaking or obligation will not be binding upon Unitholders personally. As a result of the foregoing, it is considered that the risk of any personal liability of Unitholders is minimal in view of the nature of the Fund’s activities. In the event that a Unitholder should be required to satisfy any obligation of the Fund, such Unitholder will be entitled to reimbursement from any available assets of the Fund. DISTRIBUTION POLICY The Fund intends to continue to make quarterly distributions to Unitholders of record on the last Business Day of each calendar quarter (each, a “Distribution Record Date”). Distributions will be paid on a Business Day designated by the Manager that will be no later than the 15th day of the following month (each, a “Distribution Payment Date”). The quarterly distributions are currently targeted to be $0.21 per Unit ($0.84 per annum). The Fund does not have a fixed quarterly distribution but annually determines the expected distribution amount in March of each year. However, in respect of the March 2011 determination, in light of the Offerings, the Fund has determined that it intends to maintain a quarterly distribution of $0.21 per Unit ($0.84 per annum) until the next annual determination in March 2012. In addition, the Fund will allocate the next quarterly distribution as follows: Unitholders of record on February 28, 2011 will be entitled to receive a distribution of $0.14 per Class A Unit or Class B Unit, as applicable, to be paid on or about March 15, 2011 (the “Advanced Distribution”); the Advanced Distribution is equivalent to two-thirds of the quarterly distribution per Class A Unit and Class B Unit, respectively. A further first quarter distribution will be paid on April 15, 2011 to Unitholders of record on March 31, 2011 of $0.07 per Class A Unit or Class B Unit, as applicable. This is equivalent to one-third of the targeted quarterly distribution per Class A Unit and Class B Unit, respectively. Based on the current and expected composition of the Portfolio, it is expected that distributions received in respect of securities held in the Portfolio will be sufficient to allow the Fund to fund its distributions at the current targeted level. If the return on the Portfolio (including net realized capital gains from the sale of securities in the Portfolio) is less than the amount necessary to fund the quarterly distributions, the Manager may return a portion of the capital of the Fund to Unitholders to ensure the distribution is paid and, accordingly, NAV per Unit would be reduced. Amounts distributed on the Units that represent returns of capital are generally non-taxable to a Unitholder but reduce the Unitholder’s adjusted cost base of the Units for tax purposes. See “Income Tax Considerations”. If the Fund’s net income for tax purposes, including net realized taxable capital gains, for any year exceeds the aggregate amount of the regular quarterly distributions made in the year to Unitholders, the Fund will also be required to pay one or more special distributions (in either cash or Units) in such year to Unitholders as is necessary to ensure that the Fund will not be liable for income tax on such amounts under the Tax Act (after taking into account all available deductions, credits and refunds). See “Income Tax Considerations”.

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There can be no assurance given as to the amount of targeted distributions in the future. There is no assurance that the Fund will meet its investment objectives. PURCHASES OF SECURITIES Prospective purchasers may subscribe for Units through any one of the Agents or any member of a subagency group that the Agents may form. The closing of the Offerings will take place on or about March 11, 2011, or such later date as may be agreed upon by the Fund and the Agents, but in any event, not later than 90 days after a final receipt for this prospectus is issued (the “Closing”). The terms of the Offerings were established by negotiation between the Agents and the Fund. On February 25, 2011, the closing price on the Toronto Stock Exchange (the “TSX”) of the Class A Units was $11.94, the net asset value of the Class A Units was $11.5594 and the net asset value of the Class B Unit was $11.9577. See “Plan of Distribution”. REDEMPTIONS Annual Redemptions Except as provided under “Limitation and Suspension of Redemptions”, commencing in 2012, Class A Units may be redeemed on the last business day in February of each year (each, an “Annual Redemption Date”) at a redemption price per Class A Unit equal to NAV per Class A Unit. Class B Units may be redeemed on an Annual Redemption Date at a redemption price per Class B Unit equal to NAV per Class B Unit. See “Calculation of Net Asset Value”. Class A Units and Class B Units must be surrendered for annual redemption to the Fund’s registrar and transfer agent by no later than 4:00 p.m. (Toronto time) on February 1st of such year or the immediately preceding Business Day, in the event that February 1st is not a Business Day. Payment of the proceeds of redemption will be made on or before the last Business Day of March. Monthly Redemptions Class A Units may be surrendered for redemption to the Fund’s registrar and transfer agent on the last business day of any month, other than February, (the “Redemption Date”) by no later than 4:00 p.m. (Toronto time) on the 15th day of such month or the immediately preceding business day in the event that the 15th day is not a business day. Payment of the proceeds of redemption will be made on or before the last business day of the following month (the “Redemption Payment Date”). Unitholders whose Class A Units are surrendered for redemption will be entitled to receive a redemption price per Class A Unit (the “Class A Monthly Redemption Price”) equal to the lesser of: (i) 95% of the Trading Price (as defined below) of the Class A Units; and (ii) the Market Price (as defined below). Any declared and unpaid distributions payable on or before a Redemption Date in respect of Class A Units tendered for redemption on such Redemption Date will also be paid on the Redemption Payment Date. For these purposes, “Trading Price” means the weighted average trading price on the TSX or such other stock exchange on which the Class A Units may be listed (the “Exchange”) for the ten trading days immediately preceding the relevant Redemption Date; and “Market Price” means the closing price of the Class A Units on the Exchange on the Redemption Date or, if there was no trade during the relevant period preceding a monthly Redemption Date, the average of the last bid and the last asking prices of the Class A Units on the Exchange for each day during the relevant period. The Class B Units are redeemable monthly on the same terms as the Class A Units, provided that the redemption price per Class B Unit will be equal to the lesser of: (i) 95% of the Trading Price of the Class A Units multiplied by the Class B Exchange Ratio; and (ii) the Market Price multiplied by the Class B Exchange Ratio. Exercise of Redemption Privileges The redemption right must be exercised by causing written notice to be given within the notice periods prescribed herein and in the manner described under “Attributes of Securities — Book-Entry Only System”. Such exercise will be irrevocable upon the delivery of notice to CDS Clearing and Depository Services Inc. (“CDS”) through a CDS Participant.

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Limitation and Suspension of Redemptions The Manager may suspend the redemption of Units or payment of redemption proceeds: (i) in the event that following a redemption of Units the assets of the Fund would be entirely comprised of direct real estate investments and/or illiquid assets (as such terms is defined in NI 81-102); (ii) during any period when normal trading is suspended on stock exchanges or other markets on which securities in the Portfolio are listed and traded, if these securities represent more than 50% by value or underlying market exposure of the Total Assets, without allowance for liabilities, and if these securities are not traded on any other exchange that represents a reasonably practical alternative for the Fund; or (iii) for a period not exceeding 120 days during which the Manager determines that conditions exist which render impractical the sale of assets of the Portfolio or which impair the ability of the Manager to determine the value of the assets of the Fund. The suspension may apply to all requests for redemption received prior to the suspension but as to which payment has not been made, as well as to all requests received while the suspension is in effect. All Unitholders making such requests shall be advised by the Manager of the suspension and that the redemption will be effected at a price determined on the first business day following the termination of the suspension. All such Unitholders shall have and shall be advised that they have the right to withdraw their requests for redemption. The suspension shall terminate in any event on the first day on which the condition giving rise to the suspension has ceased to exist, provided that no other condition under which a suspension is authorized then exists. To the extent not inconsistent with official rules and regulations promulgated by any government body having jurisdiction over the Fund, any declaration of suspension made by the Manager shall be conclusive. CONSOLIDATED CAPITALIZATION The Fund is authorized to issue an unlimited number of Class A Units, Class B Units and Class I Units. On December 29, 2010, all outstanding Class I Units were converted into Class B Units in accordance with their terms. There have been no other material changes in the Fund’s share or loan capital since December 31, 2010. The following table sets forth the consolidated capitalization of the Fund as at the dates indicated before and after giving effect to the Offering. This table should be read in conjunction with the annual financial statements of the Fund (including the notes thereto) for the fiscal year ended December 31, 2010, included herein. Outstanding as at February 25, 2011 after giving effect to this Offering(2) $145,681,284 (12,704,607 units) $10,589,819 (875,727 units) $156,271,103

Class A Units(1) Class B Units Total Capitalization
Notes: (1) (2)

Outstanding as at December 31, 2010 $50,730,757 (4,521,300 units) $10,589,819 (875,727 units) $61,320,576

Outstanding as at January 31, 2011 $50,730,757 (4,521,300 units) $10,589,819 (875,727 units) $61,320,576

Includes all issue-related costs of the Offerings, deemed to be deducted from the gross proceeds of the issuance of Class A Units (to a maximum of 1.5% of the gross proceeds of the Offering). Assumes the maximum amount of the Offerings and that the Over-Allotment Option (as defined herein) is not exercised.

PRIOR SALES The only sales of Class A Units, Class B Units or Class I Units made by the Fund in the past 12 months were the issuance on August 26, 2010 of 4,214,126 Class A Units, 211,777 Class B Units and 723,517 Class I Units at prices of $12.00 per Unit and on September 14, 2010 of 238,192 Class A Units. On December 29, 2010, all outstanding Class I Units were converted into Class B Units at a ratio of 1.01. TRADING PRICES AND VOLUMES The following table sets forth the reported high and low sale prices and the trading volume for the Class A Units on the TSX for each of the months indicated.

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Class A Units Month August 26-31, 2010 September 2010 October 2010 November 2010 December 2010 January 2011 February 1-25, 2011 High $11.89 $13.00 $12.41 $12.25 $12.00 $12.01 $12.04 Low $11.65 $11.79 $11.85 $11.76 $11.76 $11.75 $11.68 Volume 59,115 56,407 40,761 31,940 66,085 19,256 62,288

On February 25, 2011, the closing price of the Class A Units on the TSX was $11.94. As at February 25, 2011, the net asset value per Class A Unit was $11.5594 and the net asset value per Class B Unit was $11.9577. INCOME TAX CONSIDERATIONS In the opinion of McCarthy Tétrault LLP, counsel to the Fund, and of Wildeboer Dellelce LLP, counsel to the Agents, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to a Unitholder who is an individual (other than a trust) who acquires Units pursuant to the Offerings and who, for purposes of the Tax Act and at all relevant times, is, or is deemed to be, resident in Canada, deals at arm’s length and is not affiliated with the Fund and holds the Units as capital property. Generally, the Units will be considered to be capital property to a Unitholder provided such Units are not held in the course of carrying on a business of buying and selling securities and have not been acquired in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Unitholders who might not otherwise be considered to hold their Units as capital property may, in certain circumstances, be entitled to have their Units and all other “Canadian securities”, as defined in the Tax Act, owned or subsequently acquired by them treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such Unitholders should consult their own tax advisors regarding their particular circumstances. This summary is not applicable to a Unitholder that is a “financial institution” for purposes of the “mark-tomarket” rules, a “specified financial institution”, a Unitholder, an interest in which is a “tax shelter investment” or a Unitholder who has elected to report its Canadian tax results in a “functional currency”, (which excludes Canadian dollars) (all as defined in the Tax Act). This summary does not address the tax considerations of a Unitholder borrowing money to acquire Units. All such Unitholders should consult their own tax advisors to determine the tax consequences to them of the acquisition, holding and disposition of the Units acquired pursuant to the Offerings. This summary is based on the facts set out in this Prospectus and in certificates provided to counsel by the Fund, the Manager and the Agents (“Certificates”). This summary is also based upon the provisions of the Tax Act and the regulations (the “Regulations”) thereunder in force as of the date hereof and on counsel’s understanding of the current administrative policies and assessing practices of the CRA published in writing by the CRA prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the Regulations thereunder which have been publicly announced by or on behalf of the Minister of Finance (Canada) (the “Minister”) prior to the date hereof. There can be no assurance that these proposals will be enacted in their current form or at all, or that CRA will not change its administrative policies and assessing practices. This summary does not otherwise take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action. This summary also does not take into account other federal or provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed in this Prospectus.

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This summary assumes that the Fund will comply with its investment restrictions, that none of the issuers of the securities in the Portfolio will be foreign affiliates of the Fund or of any Unitholders and that none of the securities in the Portfolio will be a “tax shelter investment” within the meaning of section 143.2 of the Tax Act, or will be an “offshore investment fund property” that would require the Fund to include significant amounts in the Fund’s income pursuant to section 94.1 of the Tax Act, or an interest in a trust which would require the Fund to report income in connection with such interest pursuant to the rules proposed in section 94.2 of the Tax Act, or an interest in a non-resident trust other than an “exempt foreign trust”, for the purposes of the draft legislation dated August 27, 2010 (or amendments to such proposals, provisions as enacted into law or successor provisions thereto). This summary is also based on the assumption that the Fund will at no time be a SIFT trust as defined in the SIFT Measures. Provided that the Fund does not hold “non-portfolio property” as defined in the SIFT Measures, it will not be a SIFT trust. Based upon its investment restrictions, as described under the heading “Investment Restrictions”, the Fund should not hold any “non-portfolio properties”. This summary is not exhaustive of all possible Canadian federal tax considerations applicable to an investment in Units. The income and other tax consequences of acquiring, holding or disposing of Units will vary depending on the particular circumstances applicable to each holder thereof. Accordingly, this summary is of a general nature only and is not intended to be legal or tax advice to any prospective purchaser of Units. Prospective purchasers should consult their own tax advisors for advice with respect to the tax consequences of an investment in Units based on their particular circumstances. Status of the Fund Qualification as a “Mutual Fund Trust” This summary assumes that the Fund currently qualifies and will continue to qualify as a “mutual fund trust” as defined in the Tax Act at all times To qualify as a mutual fund trust, the Fund must be a “unit trust” as defined in the Tax Act, must be resident in Canada, must not be established or maintained primarily for the benefit of non-residents and not more than 50% (based on fair market value) of the Units may be held by non-residents of Canada, partnerships that are not “Canadian partnerships” or any combination thereof, and must restrict its undertaking to: (i) the investing of its funds in property (other than real property or an interest in real property or an immovable or a real right in an immovable), (ii) the acquiring, holding, maintaining, improving, leasing or managing of any real property (or interest in real property) or of any immovable (or real right in immovables) that is capital property of the Fund or (iii) any combination of the activities described in (i) or (ii). See “Plan of Distribution — Non-Resident Unitholders” below. In addition, each such trust must have at least 150 unitholders, each holding not less than one “block of units” of a class which have an aggregate fair market value of not less than $500. It must also be the case that either (a) units of such class are qualified for distribution to the public (within the meaning of the Regulations), or (b) in the case of a trust created after 1999, there has been a lawful distribution in a province to the public of units of such class, and under the laws of that province, no prospectus, registration statement or similar document is required to be filed in respect of such distribution. The Manager has advised counsel that the Fund currently qualifies as a mutual fund trust. If the Fund were not to qualify as a mutual fund trust at any particular time, the Canadian federal income tax considerations described herein would, in some respects, be materially different, and in particular, adverse consequences may arise including that (i) the Fund may become liable to pay certain additional taxes (with the result that the amount of cash available for distribution by the Fund would be reduced and Unitholders may otherwise be adversely affected), and, (ii) if at such time the Units are also not listed or cease to be listed on the TSX (or other designated stock exchange), the Units may not be qualified investments for Plan Trusts (with the result that a Plan Trust, its annuitant, beneficiary or holder thereof may become liable to pay additional tax or penalties or may be otherwise adversely affected including, in the case of a registered education savings plan, the registration of such Plan Trust may be revoked).

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Currency The Tax Act requires all taxpayers to compute their “Canadian tax results” (as defined in the Tax Act) in Canadian currency other than certain corporations that meet conditions outlined in the Tax Act and elect to use a currency other than the Canadian currency as the functional currency. Where an amount that is relevant in computing a taxpayer’s Canadian tax results is expressed in a currency other than Canadian currency, such amount must be converted to Canadian currency using the rate of exchange quoted by the Bank of Canada at noon on the day such amount first arose, or using such other rate of exchange as is acceptable to the Minister of National Revenue (Canada). The trading price of, and distributions, dividends and interest received on, securities held by the Fund may be denominated in currency other than Canadian currency. All distributions, dividends, interest, costs and proceeds of disposition of securities will be determined in Canadian dollars for purposes of the Tax Act. The Fund may realize gains and losses by virtue of the fluctuation of the value of foreign currencies relative to Canadian dollars. Where the Fund uses derivatives to hedge foreign currency exposure with respect to securities held on capital account, in accordance with the CRA’s published administrative practice, gains or losses realized on such derivatives will be treated as capital gains or losses. The SIFT Measures The Tax Act contains provisions relating to the taxation of publicly listed or traded trusts and partnerships, and their investors (the “SIFT Measures”). The SIFT Measures effectively tax certain income of a publicly listed or traded trust or partnership that is distributed to its investors as if the income were earned through a taxable corporation and distributed to its notional shareholders as a dividend. The SIFT Measures apply to any “specified investment flow-through” (a “SIFT”) and its investors. A SIFT is generally a Canadian resident trust (“SIFT trust”) or partnership (“SIFT partnership”) investments in which are listed or traded on a stock exchange or other public market, and which holds one or more “non-portfolio properties” (as defined in the Tax Act). The SIFT Measures do not apply to a trust that does not hold any “non-portfolio property” throughout the taxation year of the trust. Provided the Fund complies with its investment restrictions, it should not own any “nonportfolio property” and consequently the Fund and Unitholders should not be subject to the taxes imposed under the SIFT Measures. If the Fund, at any time in any taxation year, invests in or holds any amount of non-portfolio property, the Fund and its Unitholders would be subject to the SIFT Measures and the income tax considerations could be materially different from those described in this summary. Taxation of the Fund The taxation year of the Fund is the calendar year. In each taxation year, the Fund will be subject to tax under Part I of the Tax Act on its income for purposes of the Tax Act for the year, including net realized taxable capital gains, less the portion thereof that it deducts in respect of the amounts paid or payable in the year to Unitholders. An amount will be considered to be payable to a Unitholder in a taxation year if it is paid to the Unitholder in the year by the Fund or if the Unitholder is entitled in that year to enforce payment of the amount. The Manager has advised counsel that the Fund generally intends to deduct, in computing its income in each taxation year, a sufficient amount in each year after taking into account all available deductions, credits and refunds such that, provided the Fund makes distributions in each year of its net income for tax purposes and net realized taxable capital gains as described under the heading, “Distribution Policy”, it will generally not be liable in such year for income tax under Part I of the Tax Act other than such tax on net realized capital gains that would be recoverable by it in such year by reason of the capital gains refund.

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With respect to an issuer that is a trust resident in Canada whose units are held by the Fund as capital property for the purposes of the Tax Act, and that is not subject in a taxation year to the tax under the SIFT Measures, the Fund is required to include in its income such portion of the net income and the taxable portion of the net realized capital gains of such issuer as is paid or becomes payable to the Fund in the year, notwithstanding that certain amounts of which may be reinvested in additional units of the issuer. Provided appropriate designations are made by the issuer, any net taxable capital gains realized by the issuer and taxable dividends received by the issuer from taxable Canadian corporations that are paid or become payable to the Fund and are designated by the issuer in respect of the Fund will effectively retain their character as such in the hands of the Fund. The Fund is generally required to reduce the adjusted cost base of the units of such issuer structured as a trust resident in Canada to the extent that all amounts paid or payable in a year by such issuer to the Fund exceed the sum of the amounts included in the income of the Fund for the year and the Fund’s share of the non-taxable portion of capital gains of such issuer for the year. To the extent that the adjusted cost base to the Fund of the unit of such issuer would otherwise be less than zero, the negative amount is deemed to be a capital gain realized by the Fund and the Fund’s adjusted cost base of such unit is increased by the amount of such deemed capital gain. Where the Fund acquires an interest in a limited partnership (other than a SIFT partnership) as capital property for purposes of the Tax Act, the limited partnership is not subject to tax under the Tax Act. However, as a partner of the limited partnership the Fund is required to include in computing the Fund’s income for a particular taxation year the Fund’s share of the income or loss of the limited partnership for its fiscal year ending in or on the Fund’s taxation year end, whether or not any of that income or loss is distributed to the Fund in the taxation year. For this purpose, the income or loss of the limited partnership must be computed for each fiscal year as if the limited partnership was a separate person resident in Canada, and will be required to be allocated to partners on the basis of their respective shares of that income or loss as provided for in the limited partnership agreement, subject to certain provisions of the Tax Act in that regard. Losses allocated to a limited partner are subject to certain restrictions under the Tax Act. Generally, cash distributions by a limited partnership in which the Fund owns a limited partnership interest to the Fund in excess of the Fund’s share of the income and capital gains for a fiscal year will be treated for purposes of the Tax Act as a return of capital, which is not required to be included in the Fund’s income but will reduce the Fund’s adjusted cost base of its interest in the limited partnership. If, as a result, the Fund’s adjusted cost base of its limited partnership interest at the end of a fiscal year of the limited partnership would otherwise be a negative amount, the Fund will be deemed to realize a capital gain equal to such amount, and the adjusted cost base of its partnership interest will be nil immediately thereafter. Under the SIFT Measures, each issuer in the Portfolio that is a SIFT trust or SIFT partnership will generally be subject to SIFT tax in respect of, in the case of a SIFT trust, its “non-deductible distributions amount”, and in the case of a SIFT partnership, its “taxable non-portfolio earnings”, at a rate that is substantially equivalent to the general tax rate applicable to Canadian corporations. Any “non-deductible distributions amount” of a SIFT trust and the “taxable non-portfolio earnings” less SIFT tax payable of a SIFT partnership will be deemed to be a taxable dividend received from a taxable Canadian corporation that is an “eligible dividend” (as defined in the Tax Act) eligible for the enhanced gross-up and tax credit provisions contained in the Tax Act. The Fund will also be required to include in its income for each taxation year, any dividends received (or deemed to be received) by it in such year and all interest that accrues to it to the end of the year, or becomes receivable or is received by it before the end of the year, except to the extent that such interest was included in computing its income for a preceding taxation year. On October 31, 2003 the Minister announced a tax proposal (the “October 2003 Proposal”) relating to the deductibility of losses under the Tax Act. Under the October 2003 Proposal, a taxpayer will be considered to have a loss from a business or property for a taxation year only if, in that year, it is reasonable to assume that the taxpayer will realize a cumulative profit from the business or property during the time that the taxpayer has carried on, or can reasonably be expected to carry on, the business or has held, or can reasonably be expected to hold, the property. Profit, for this purpose, does not include capital gains or capital losses. If the October 2003 Proposal were to apply to the Fund, deductions that would otherwise reduce the Fund’s taxable income could be denied, with after-tax returns to Unitholders reduced as a result. On February 23, 2005, the Minister announced that an alternative

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proposal to replace the October 2003 Proposal would be released for comment. To date, no such alternative proposal has been released. There can be no assurance that such alternative proposal will not adversely affect the Fund. Subject to the October 2003 Proposal, In computing its income for tax purposes, the Fund may generally deduct reasonable administrative, interest and other expenses incurred to earn income and may deduct over a fiveyear period the costs and expenses of the Offerings paid by the Fund and not reimbursed. To the extent that the Fund borrows to redeem Units, the interest in respect of such borrowing will generally not be deductible. The CRA has expressed a view that, in certain circumstances, the deductibility of interest on money borrowed to invest in an income trust may be reduced on a pro rata basis in respect of distributions from the income trust that are a return of capital and that are not reinvested for an income earning purpose. Counsel are each of the view that, while the ability to deduct interest depends on the facts, based on the jurisprudence and the anticipated nature of income trust distributions, the CRA’s view should not affect the Fund’s ability to deduct interest on money borrowed to acquire units of REITs included in the Portfolio. However, if the CRA’s view were to apply to the Fund, part of the interest payable by the Fund in connection with money borrowed to acquire certain securities in the Portfolio could be non-deductible, increasing the net income of the Fund for tax purposes and the taxable component of distributions to Unitholders. Upon the actual or deemed disposition of a security held by the Fund as capital property, the Fund will realize a capital gain (or capital loss) to the extent that the proceeds of disposition exceed (or are less than) the adjusted cost base of such asset, any reasonable costs of disposition and any amounts included in the Fund’s income as interest on the disposition of the security. The Manager has advised counsel that the Fund will purchase securities in the Portfolio with the objective of receiving distributions and income thereon and will take the position that gains and losses realized on the disposition thereof are capital gains and capital losses. The Manager has also advised counsel that the Fund intends to make an election under subsection 39(4) of the Tax Act so that all securities included in the Portfolio that are “Canadian securities” (as defined in the Tax Act) will be deemed to be capital property to the Fund resulting in a capital gain or loss on disposition. Covered call options written by the Fund on securities in the Portfolio will generally be on capital account if the securities in respect of which the call options are written are capital property to the Fund. Premiums received on covered call options that are on capital account and which are not exercised prior to the end of year will constitute realized capital gains of the Fund in the year received. Premiums received on covered call options which are subsequently exercised will be added in computing the proceeds of disposition to the Fund of securities disposed of by the Fund upon the exercise of such options. In addition, where the premium was in respect of an option granted in a previous year so that it constituted a capital gain of the Fund in the previous year, such capital gain will be reversed. The Fund will derive income or gains from investments in countries other than Canada (herein after referred to as “foreign source income”) and, as a result, may be liable to pay income or profits tax to such countries. To the extent that such foreign tax paid does not exceed 15% of such income and has not been deducted in computing the Fund’s income, the Fund may designate in respect of a Unitholder a portion of its foreign source income which can reasonably be considered to be part of the Fund’s income distribution to such Unitholder so that such income and a portion of the foreign tax paid by the Fund may be regarded as foreign source income of, and foreign tax paid by, the Unitholder for the purposes of the foreign tax credit provisions of the Tax Act. To the extent the foreign source income of the Fund exceeds 15% of the amount included in the Fund’s income from such investment, such excess may generally be deducted in computing its income for purposes of the Tax Act. Where the foreign source income is from foreign real property such rules apply differently. Under the Declaration of Trust, unless the Trustee otherwise determines, an amount equal to all of the net income (including taxable capital gains) of the Fund (determined without reference to paragraph 82(1)(b) and subsection 104(6) of the Tax Act), plus the non-taxable portion of any net capital gain realized by the Fund, but excluding: (a) capital gains, which may be offset by capital losses, if any, carried forward from prior years, or the tax on which is recoverable by the Fund;

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(b) (c)

income, which may be offset by non-capital losses, if any, carried forward from prior years; and net income and net realized capital gains of the Fund for the taxation year otherwise distributed or made payable to the Unitholders during such year;

will be payable in the year to Unitholders, subject to the qualifications described below. The Declaration of Trust provides that to the extent cash of the Fund is unavailable for cash distributions, and the income of the Fund in a taxation year exceeds the cumulative cash distributions for that year, such excess income will be distributed to Unitholders in the form of additional Units as applicable. Income of the Fund payable to Unitholders, whether in cash, additional Units or otherwise, will generally be deductible by the Fund in computing its taxable income. Losses incurred by the Fund in a particular taxation year cannot be allocated to Unitholders, but may be deducted by the Fund in future years, in accordance with, and subject to, applicable provisions of the Tax Act, including the October 2003 Proposal. The Fund will be entitled for each taxation year to reduce (or receive a refund in respect of) its liability, if any, for tax on its net realized taxable capital gains by an amount determined under the Tax Act based on the redemption of Units during the year (the “capital gains refund”). In certain circumstances, the capital gains refund in a particular taxation year may not completely offset the Fund’s tax liability for that taxation year arising in connection with the disposition of securities in the Portfolio in connection with the redemption of Units. The Declaration of Trust provides that all or a portion of any taxable capital gain realized by the Fund as a result of that redemption may, at the discretion of the Trustee, be treated as a taxable capital gain paid to, and designated as a taxable capital gain of, the redeeming Unitholders, and thus deductible by the Fund in computing its income. Taxation of Unitholders Fund Distributions A Unitholder will generally be required to include in computing income for a particular taxation year the portion of the net income for purposes of the Tax Act of the Fund for a taxation year, including net realized taxable capital gains, that is paid or payable by the Fund to the Unitholder in the particular taxation year, whether that amount is received in cash, additional Units, or otherwise. Provided that appropriate designations are made by the Fund, such portion of (a) the net realized taxable capital gains of the Fund, (b) the foreign source income of the Fund and foreign taxes eligible for the foreign tax credit and (c) the taxable dividends received by the Fund on shares of taxable Canadian corporations as is paid or becomes payable to a Unitholder will effectively retain its character and be treated as such in the hands of the Unitholder. Net realized taxable capital gains designated by the Fund to Unitholders will be subject to treatment of capital gains described below. To the extent that amounts are designated as taxable dividends from taxable Canadian corporations, the normal gross-up and dividend tax credit rules will apply. An enhanced dividend gross-up and tax credit is available for eligible dividends paid by corporations resident in Canada which are so designated by the dividend paying corporation. The availability of foreign tax credits in respect of foreign source income designated to a Unitholder by the Fund is subject to the foreign tax credit rules under the Tax Act and the Unitholder’s particular circumstances including other foreign source income or losses received and foreign taxes paid by the Unitholder. The Declaration of Trust provides that the Fund may make the requisite designations permitted by the Tax Act The non-taxable portion of net realized capital gains of the Fund that are paid or become payable to a Unitholder in a year will not be included in computing the Unitholder’s income for the year and will not reduce the adjusted cost base of Units held by the Unitholder. Any amount in excess of a Unitholder’s share of the net income and the net realized capital gains of the Fund for a taxation year that is paid or becomes payable to the Unitholder in such year will also not generally be included in computing the Unitholder’s income for the year. However, the payment by the Fund of such excess amount will reduce the adjusted cost base of Units to the Unitholder. Under the Tax Act, the Fund is permitted to deduct in computing its income for a taxation year an amount that is less than the amount of its distributions for the year. This will enable the Fund to utilize, in a taxation year, losses from prior

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years without affecting the ability of the Fund to distribute its income annually. The amount distributed to a Unitholder but not deducted by the Fund will not be included in the Unitholder’s income. However, the adjusted cost base of the Unitholder’s Units will be reduced by such amount. To the extent that the adjusted cost base of a Unit would otherwise be less than zero, the negative amount will be deemed to be a capital gain realized by the Unitholder from the disposition of the Unit and the Unitholder’s adjusted cost base will be increased by the amount of such deemed capital gain. Dispositions of Units Upon the disposition or deemed disposition by a Unitholder of a Unit, whether on a sale, redemption, repurchase or otherwise, a capital gain (or capital loss) will be realized by the Unitholder to the extent that the proceeds of disposition, exceed (or are less than) the adjusted cost base of the Unit to the Unitholder immediately before the disposition and any reasonable costs of disposition. Proceeds of disposition will not include an amount payable by the Fund that is otherwise required to be included in the Unitholder’s income, including any capital gain realized by the Fund in connection with a redemption which has been designated by the Fund to the redeeming Unitholder. The taxation of capital gains and capital losses is described below. A consolidation of Units of a class following a special distribution paid in the form of additional Units of that class will not be regarded as a disposition of Units and will not affect the aggregate adjusted cost base to a holder of Units of that class. The adjusted cost base of a Unit to a Unitholder will include the amount paid by the Unitholder for the Unit, subject to certain adjustments. The cost to a Unitholder of additional Units received in lieu of a cash distribution of income (including net taxable capital gains) will be the amount of income (including the applicable non-taxable portion of net capital gains) distributed by the issue of those Units. For the purpose of determining the adjusted cost base to a Unitholder of Units of a particular class, when a Unit of a particular class is acquired, the cost of the newly acquired Unit must be averaged with the adjusted cost base of all of the Units of the same class owned by the Unitholder as capital property immediately before that acquisition. The non-taxable portion of distributions (other than the non-taxable portion of any net capital gains) received on a Unit will generally reduce the adjusted cost base of the Unit. If, at any time, the Fund delivers property other than cash to any Unitholder upon a redemption of a Unitholder’s Units or the termination of the Fund, the Unitholder’s proceeds of disposition of the Units will be equal to the fair market value of the distributed property less any capital gain realized by the Fund on the disposition of such property which has been designated and made payable by the Fund to the Unitholder. The cost to a Unitholder of any property distributed by the Fund in specie will generally be equal to the fair market value of such property at the time of the distribution. Such distributed property may or may not be a qualified investment for Plan Trusts. If such distributed property is not a qualified investment for Plan Trusts, such Plan Trusts (and, in the case of certain Plan Trusts, the annuitants or beneficiaries thereunder or holders thereof) may be subject to adverse tax consequences including, in the case of registered education savings plans, revocation of such Plan Trusts. Based in part on the current published administrative policies and assessing practices of the CRA, a conversion of Class B Units into whole Class A Units will not constitute a disposition of such Class B Units for the purpose of the Tax Act. The redemption of any fraction of a Class B Unit will result in a capital gain (or capital loss) to the redeeming Unitholder. Taxation of Capital Gains and Capital Losses One-half of any capital gain (a “taxable capital gain”) realized by a Unitholder on a disposition or deemed disposition of Units and the amount of any net taxable capital gains designated by the Fund in respect of a Unitholder must generally be included in the Unitholder’s income as a taxable capital gain in the taxation year in which the disposition occurs or in respect of which a net taxable capital gains designation is made by the Fund. One-half of any capital loss realized by a Unitholder on a disposition or deemed disposition of Units generally must be deducted by the Unitholder against taxable capital gains of the Unitholder in the year of disposition, and to the extent one-half of any such losses exceed taxable capital gains in that year, such excess maybe deducted only from taxable capital gains, in the three preceding taxation years or in any subsequent taxation year in accordance with the provisions of the Tax Act.

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Alternative Minimum Tax Capital gains realized by a Unitholder who is an individual (including certain trusts) on the disposition of Units may increase a Unitholder’s liability for alternative minimum tax. In addition, amounts paid by the Fund to such Unitholders and designated by the Fund as dividends or net taxable capital gains may increase a Unitholder’s liability for alternative minimum tax. Taxation of Registered Plans Provided that at a particular time the Fund qualifies as a mutual fund trust within the meaning of the Tax Act or, in the case of the Class A Units, those Units are at that time listed on a designated stock exchange within the meaning of the Tax Act (including the TSX), the Units will be “qualified investments” (as defined in the Tax Act and the Regulations) at that time for Plan Trusts. Accordingly, where Units are qualified investments and held by Plan Trusts, Plan Trusts should generally not be taxable on any distributions on such Units or any gains realized on the disposition of such Units. However, withdrawals from certain Plan Trusts will be taxable to the annuitant/beneficiary. Generally, if a Plan Trust holds property that is not a qualified investment, it may result in penalty tax, deregistration of the Plan Trust and/or other adverse tax consequences. In addition, in the case of a TFSA, where the TFSA acquires or holds a Unit that is a “prohibited investment” (as defined in the Tax Act), adverse tax consequences will generally arise to the holder of the TFSA, including that the holder may become subject to a penalty tax. The Units should not be prohibited investments provided the holder of a TFSA does not hold a “significant interest” (as defined in the Tax Act) in and deals at arm’s length (within the meaning of the Tax Act) with the Fund and does not hold a significant interest in any person or partnership that does not deal at arm’s length with the Fund. Plan Trusts that propose to invest in Units should consult their own tax advisors before deciding to purchase Units and again before deciding to exercise the redemption rights attached to such Units. Tax Implications of the Fund’s Distribution Policy A Unitholder who acquires Units may become taxable on the Unitholder’s share of income and gains of the Fund that accrued before the Units were acquired notwithstanding that such amounts may have been reflected in the price paid by the Unitholder for the Units. The consequences of acquiring Units late in a calendar year will generally depend on the amount of the distributions throughout the year and whether one or more special distributions to Unitholders are necessary late in the calendar year and whether those distributions are made in cash or by distributing additional Units to ensure that the Fund will not be liable for non-refundable income tax on such amounts under the Tax Act. ORGANIZATION AND MANAGEMENT DETAILS OF THE INVESTMENT FUND Officers and Directors of the Manager and Timbercreek The following table sets forth the name, municipality of residence, position with the Manager, and principal occupation of each of the directors, officers and principals of the Manager and Timbercreek. For the purposes of this prospectus, a person is considered a “principal” if (i) he or she beneficially owns more than 20% of the voting securities of an entity, and (ii) is not otherwise accounted for as a director or officer of such entity or, in the case of the Fund, as a Principal Unitholder (as defined herein).
Name and Municipality of Principal Residence Manager Ugo Bizzarri................................................. Toronto, Ontario R. Blair Tamblyn.......................................... Toronto, Ontario Director and Chief Financial Officer and Portfolio Manager Director (Chairman) and Chief Executive Officer Chief Financial Officer and Executive Vice President — Acquisitions, Timbercreek President and Chief Executive Officer, Timbercreek

Position with Subject Entity

Principal Occupation

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Carrie Morris................................................ Oakville, Ontario Timbercreek Ugo Bizzarri................................................. Toronto, Ontario R. Blair Tamblyn.......................................... Toronto, Ontario Andrew Jones ............................................... Toronto, Ontario Jeff Hutchison .............................................. Toronto, Ontario David Melo .................................................. Toronto, Ontario Carrie Morris................................................ Oakville, Ontario Paul Jones..................................................... Toronto, Ontario Tye Bousada................................................. King City, Ontario
________________________________________

Director and Corporate Secretary

Vice President — Investor Relations & Corporate Governance, Timbercreek

Director and Chief Financial Officer, Executive Vice President — Acquisitions and Portfolio Manager/Investment Counsel Director (Chairman), President and Chief Executive Officer Chief Credit Officer Chief Operating Officer Vice President — Finance Director and Vice President — Investor Relations & Corporate Governance Director — Debt Investments / Financing Principal

Chief Financial Officer and Executive Vice President — Acquisitions, Timbercreek President and Chief Executive Officer, Timbercreek Chief Credit Officer, Timbercreek Chief Operating Officer, Timbercreek Vice President — Finance, Timbercreek Vice President — Investor Relations & Corporate Governance, Timbercreek Director — Debt Group, Timbercreek Chief Executive Officer, EdgePoint Capital

Biographies The following are biographies of the directors, officers and principals of the Manager and the Global Investment Advisor: Ugo Bizzarri — Ugo Bizzarri is a Director, Chief Financial Officer, and Portfolio Manager of the Manager and, Director, Chief Financial Officer of Timbercreek. Mr. Bizzarri is also the Chief Financial Officer of TMIC. Mr. Bizzarri has held his current office with Timbercreek since its inception in 2004. Prior thereto, Mr. Bizzarri, served as Chief Financial Officer and Vice President of Timbercreek Investments Inc. (“TII”) from its incorporation in 1999. Prior to founding TII in 1999, Mr. Bizzarri held the position of Portfolio Manager at Ontario Teachers’ Pension Plan Board (“OTPPB”) where he played a leadership role in the strategic planning, corporate transactions/restructuring and property acquisitions for the Real Estate Group of OTPPB (1994 – 2000). Mr. Bizzarri is a graduate of the Richard Ivey School of Business and is a Chartered Financial Analyst. R. Blair Tamblyn — Blair Tamblyn is a Director and Chief Executive Officer of the Manager. Mr. Tamblyn is also the Chief Executive Officer and President of Timbercreek. As well, Mr. Tamblyn is Chief Executive Officer and chairman of the board of TMIC. Mr. Tamblyn has held his current office with Timbercreek since its inception in 2004. Prior thereto, Mr. Tamblyn, served as Chief Executive Officer and President of TII from its incorporation in 1999. Mr. Tamblyn has over 14 years’ of experience working with the public and private capital markets and has led the origination, structuring, capitalization and execution of five distinct funds currently managed by the Manager and its affiliates with approximately C$1.4 billion in aggregate assets. Prior to founding TII in 1999, Mr. Tamblyn worked with Connor, Clark & Company where he was licensed as a securities trader. Mr. Tamblyn is a graduate of the University of Western Ontario, and has completed Level I of the Chartered Financial Analyst examination, and is a graduate of the Rotman School of Business Director Education Program. Andrew Jones — Andrew Jones is Chief Credit Officer of Timbercreek and Vice President of Timbercreek Mortgage Investment Corporation. In 2002, Mr. Jones co-founded Canadian Mortgage Strategies & Investments (“CMSI”), a commercial mortgage brokerage firm with offices in Toronto, Montreal, Edmonton and Vancouver. Prior to founding CMSI, Mr. Jones served as Vice President, Canada ICI Commercial Mortgages Inc. (1999 – 2002) and also held the positions of Vice-President, Finance at Residential Equities REIT (1998 – 1999) and VicePresident Finance at Dundee Realty Corporation (1998 – 1999). Mr. Jones is a graduate of the University of British Columbia and has worked in the commercial real estate and mortgage business for over 15 years.

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Jeff Hutchison — Jeff Hutchison is the COO and Vice-President, Asset Management of Timbercreek. His primary responsibilities include developing portfolio strategies, overseeing the performance of the individual assets and directing the operations of the management division. Mr. Hutchison has extensive experience with all aspects of investment management including corporate strategy, asset management and operations, acquisitions and dispositions and financing. From 2003 to 2006, Mr. Hutchison was Vice President, Corporate Development at Realstar Management Partnership (“Realstar”) where he was responsible for acquisitions and dispositions, asset management and financing. Prior to joining Realstar, Mr. Hutchison was a Portfolio Manager at OTPPB / the Cadillac Fairview Corporation where he was a Senior Member of the Real Estate Group and held responsibility for corporate strategy and asset management. Mr. Hutchison graduated from Queen’s University School of Business and is a Chartered Financial Analyst. David Melo — David Melo is Vice President, Finance of Timbercreek and Vice President of TMIC. Mr. Melo’s responsibilities include overseeing financial and taxation reporting and assisting with structuring new funds for Timbercreek. Mr. Melo also assists Timbercreek’s real estate acquisition team with closing acquisitions and dispositions of real estate properties. Prior to joining the Fund Manager in the capacity described above in 2004, Mr. Melo was formerly an Audit Manager at KPMG LLP in the Financial Institutions and Real Estate Audit Practice. During his time at the firm, he had the opportunity to audit private and public real estate companies and was involved in due diligence assignments with respect to client acquisitions and dispositions. Mr. Melo holds a Bachelor of Commerce, Honours from McMaster University and holds the Chartered Accountant designation. Carrie Morris — Carrie Morris is Director and Officer of the Manager as well as Vice President, Investor Relations & Corporate Governance of Timbercreek. Her primary responsibilities include coordinating all capital markets activities including investor communications, trade settlements, marketing, and new fund offerings. Ms. Morris is also responsible for corporate secretariat functions, corporate governance and for ensuring compliance with securities regulatory requirements. Since joining Timbercreek in 2005, Ms. Morris has assisted with the origination, structuring, capitalization and execution of five distinct funds currently managed by the Manager and its affiliates with approximately C$1.4 billion in aggregate assets. Prior to this, Ms. Morris was the Marketing Manager with Shoppers Drug Mart Corporation, a licensor of full-service retail drug stores across Canada. Ms. Morris holds a Masters of Business Administration from McMaster University. Paul Jones — Paul Jones is Director, Debt Investments/Financing of Timbercreek. Mr. Jones’ responsibilities include overseeing the asset management and loan servicing functions of Timbercreek. Prior to joining Timbercreek in 2009, Mr. Jones worked for Fortress Investment Group’s Special Opportunities Fund where he was responsible for sourcing, structuring and underwriting opportunistic debt and equity real estate investments across Canada. From 2002 to 2007 Mr. Jones worked with General Electric Capital’s Real Estate Group (“GE”) where he served in both the Risk and Loan Origination areas as an Underwriter, Associate Director and Director for GE’s structured finance and commercial mortgage backed securities (“CMBS”) lending programs. From 2000 to 2002 Mr. Jones worked as an analyst at Column Financial, Credit Suisse First Boston’s CMBS lending division. Tye Bousada — Tye Bousada is a founding partner, principal, and advisor of Timbercreek. Mr. Bousada is also founder, Chief Executive Officer, and President of EdgePoint Capital. Prior to founding EdgePoint Capital, Mr. Bousada held the position of Vice-President, Investments at Aim Trimark Investments Inc. (“Trimark”), where he was the portfolio manager of the Trimark Fund. Prior to joining Trimark in 1999, Mr. Bousada was a portfolio manager with OTPPB. He joined OTPPB in 1997 and became one of the youngest portfolio managers in the history of the fund in 1998. While at OTPPB, he co-managed two large-cap funds. Mr. Bousada is a graduate of the Richard Ivey School of Business and is a Chartered Financial Analyst. Global Advisory Committee The following table sets forth the name, municipality of residence and principal occupation of each of the members of the Global Advisory Committee:
Global Advisory Committee R. Blair Tamblyn.......................................... Toronto, Ontario Position with Global Advisory Committee Global Advisory Committee Member (Chair) Principal Occupation President and Chief Executive Officer, Timbercreek

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John D. Bottomley ....................................... New York, United States Keith Graham............................................... Toronto, Ontario Claudia Reich Floyd..................................... Zurich, Switzerland Andrea Stephen ............................................ Toronto, Ontario Jason Tsadilas .............................................. London, England

Global Advisory Committee Member Global Advisory Committee Member Global Advisory Committee Member Global Advisory Committee Member Global Advisory Committee Member

Senior Vice President Rockefeller Group Investment Management CEO & President, Rondeau Capital Inc. Portfolio Manager, Real Estate Securities 4IP Management Ltd. Executive Vice President, Investments The Cadillac Fairview Corporation Limited Portfolio Manager Citadel Investment Group

The following are biographies of the members of the Global Advisory Committee other than Blair Tamblyn whose biography is set forth above: John D. Bottomley (New York, USA) — John D. Bottomley is Senior Vice President, Rockefeller Group Investment Management Corporation, a wholly owned subsidiary of Mitsubishi Estate Co., Ltd. with approximately $575 million of assets under management. He is responsible for all of the company’s capital markets and fundraising activity targeted toward institutional and high net worth investors. He also helps establish product development and investment strategy to expand their global investment program. Prior to joining Rockefeller Group Investment Management, Mr. Bottomley was Managing Director and Global Product Specialist for Citi Property Investors, where he successfully helped launch three first-time regional opportunity funds, a global real estate securities platform and two multi manager real estate funds. Mr. Bottomley has more than 25 years of marketing, real estate investment and real estate lending experience. He started his career as a Management Associate with Citibank Canada and held various positions in Citi Capital Markets & Banking, the Citi Private Bank and the Travelers Insurance Company. He has served on management and investment committees in all of these organizations and has extensive relationships globally with institutional and high net worth investors and real estate operating partners. Mr. Bottomley holds a B.A. with honours in Economics from York University, Toronto and an M.A. in Urban Planning and Regional Economics from the University of Waterloo, Canada. Keith Graham (Toronto, Canada) — Keith Graham is the founder and President of Rondeau Capital Inc., a Toronto based investment management firm. He has over 20 years experience as a senior executive and portfolio manager with several large global investment organizations such as AGF Funds, Trimark Investments and Ontario Teacher’s Pension Plan Board. Over his career Mr. Graham has managed a number of multi billion dollar equity portfolios and has been recognized for his value investment style. Mr. Graham has lived and worked in the investment industry in both the U.S. and Canada. He is a CFA charter holder and earned an MBA at the Ivey School of Business at the University of Western Ontario. Claudia Reich Floyd (Zurich, Switzerland) — is a partner of 4IP Management Ltd. based in Zurich, Switzerland, a dedicated specialist advising both institutional and high net worth investors on their indirect global real estate investments. She leads the global real estate securities investment platform managing global property mandates supported by a team focused on REIT investments. Ms. Reich Floyd joined from Citi Property Investors (CPI) where she managed global REIT mandates with different focus and strategies. Total assets under management within the strategies was U.S. $1 billion and included mandates such as CalPERS, NYSTERS and Lloyds. Based in London, Ms. Reich Floyd’s analytical coverage included Europe, Asia and Australia and involved regular travel to these regions. Prior to joining CPI, Ms. Reich Floyd was Analyst and joint Portfolio Manager on the global REIT team of European Investors in New York. She is a graduate from the University of Cologne with an MBA in Finance and Banking having also studied one year abroad in Boston. Throughout her years of study, she worked in several corporate finance positions with Daimler Chrysler, KPMG, Sal. Oppenheim and JPMorgan. Andrea Stephen (Toronto, Canada) — Andrea Stephen is Executive Vice President, Investments of The Cadillac Fairview Corporation Limited, and is responsible for developing and executing the investment strategy for The Cadillac Fairview Corporation that includes all acquisitions and dispositions for the company. Cadillac Fairview is wholly owned by the Ontario Teachers’ Pension Plan. Since joining Cadillac in May 2000, Ms. Stephen has been responsible for the execution of over $7 billion of acquisitions and dispositions which included Cadillac’s first investments in both the UK and Brazil. Prior to joining Cadillac, Ms. Stephen was Director, Real Estate with the

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Ontario Teachers’ Pension Plan Board, Ms. Stephen led the team that privatized Cadillac Fairview in addition to initiating the US investment program for real estate at Teachers’. Ms. Stephen is a member of the Board of Directors for Multiplan Empreendimentos Imobiliaros, Pension Real Estate Association and Canada’s Walk of Fame. She holds an undergraduate degree in business from St. Francis Xavier University and is a Chartered Accountant. Jason Tsadilas (London, England) — Jason Tsadilas is a portfolio manager at Citadel Investment Group (Europe), where he runs a global macro strategy portfolio investing in equities, currencies, interest rates, and commodities throughout all regions. Citadel Investment Group is a USD $12 billion multi strategy hedge fund based in Chicago with offices in NY, San Francisco, London and Hong Kong. Mr. Tsadilas joined Citadel in 2004 in Chicago before moving to London in 2005 with the responsibility to help establish the Citadel European platform. Prior to joining Citadel Investment Group Mr. Tsadilas was a trader at the Caisse de depot et placement du Quebec where he ran the derivative trading desk, and before that he spent 4 years at the Bank of Montreal working in fixed income derivatives. Mr. Tsadilas holds an undergraduate degree in Economics from McGill University in Montreal. Trustee Timbercreek Asset Management Ltd. is the trustee of the Fund. The Trustee was incorporated on May 31, 2004 under the laws of the Province of Ontario. Its head office is located at 1000 Yonge Street, Suite 500, Toronto, Ontario, M4W 2K2. The Trustee is responsible for certain aspects of the day-to-day administration of the Fund as described in the Declaration of Trust. Potential Conflicts of Interest In certain circumstances, it may be in the best interests of the Fund to purchase or sell securities of, or securities or real estate owned by, entities affiliated with the Manager or the Global Investment Advisor or their affiliates, officers or directors. In certain circumstances, such purchase or sale may be made other than through market facilities, but any such purchase will only be made with the approval of the IRC (as defined below) and at a purchase price which approximates the prevailing market price. See “Interests of Management and Others in Material Transactions” and “Risk Factors — Potential Conflicts of Interests”. Independent Review Committee An Independent Review Committee (the “IRC”) has been established for the Fund, in accordance with National Instrument 81-107 - Independent Review Committee for Investment Funds (“NI 81-107”). The IRC is composed of three members, namely, Jonathan Pollack, Chris Slightham and Ken Thomson. Each is independent of the Manager, the Global Investment Advisor, and their respective affiliates within the meaning of NI 81-107. The following is a description of the principal occupation of the current members of the IRC. Jonathan Pollack — Jonathan Pollack is the Executive Vice President and a Director of API Technologies Corp. (OTCBB:ATNY), a leading international defense subcontractor based in the U.S. Mr. Pollack is also the President and Director of Timbercreek Canadian Direct LP. Prior to joining API as an executive officer in September 1, 2009, Mr. Pollack was the Chairman of their Audit Committee and a member of their Compensation Committee from June 20, 2007. From March 2005 through its sale in June 2009 to Disney and Barclays Private Equity, he served as the Chief Financial Officer and Corporate Secretary of Kaboose Inc. (TSC:KAB), the largest independent family focused online media company in the world. From 2000 to 2005, Mr. Pollack was President of The JMP Group, a strategic and financial advisory firm to numerous private and public companies. Prior thereto, he worked in investment banking in New York. Mr. Pollack is currently a director of Lifebank Corp. (TSX-V:LBK). Mr. Pollack received a Masters of Science in Finance from the London School of Economics and a Bachelor of Commerce from McGill University. He is involved in several philanthropic organizations and is the Vice Chair of the Leadership Sinai Board of Directors at the Mt. Sinai Hospital and is Past Chair and Director of the Crescent School Foundation. Chris Slightham — Chris Slightham is the President of Royal Lepage Signature Real Estate Brokerage, the largest residential Royal Lepage office in Canada. Since buying the Royal Lepage franchise and merging it with

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Slightham Realty in 2001, the business has tripled in size by volume, and now employs over 300 individuals. Prior to 2001, Chris managed Slightham Realty, a diversified family owned real estate company founded in 1965. As well as offering prestige brokerage services through Slightham Realty, the Slightham family has built and maintained a portfolio of multi family residential properties since the 1960’s, and developed a distinct property management business to manage both their portfolio and those of other investors. As a result, Slightham brings with him extensive experience with multi family residential real estate management, and the Ontario Landlord and Tenant Act. Chris attended Ryerson Business School and sits on the Board of Governors of Mount Sinai Hospital in Toronto. Ken Thomson — Ken Thomson is an independent advisor on private equity transactions across a diverse range of industries, including real estate. From 2004 to 2008, Mr. Thomson was a Vice President of Newport Partners GP Inc., the manager of a publicly listed diversified private equity fund where he initiated, structured and managed private equity investments. Approximately $850 million was invested, and Mr. Thomson was a member of the board of directors of several portfolio companies during that period. Mr. Thomson earned his HBA at the Richard Ivey School of Business at the University of Western Ontario. The IRC has adopted a written charter that includes its mandate, responsibilities and functions, and the policies and procedures it will follow when performing its functions. In accordance with NI 81-107, the mandate of the IRC is to consider and provide recommendations to the Manager on conflict of interest matters, as contemplated by NI 81-107. The Manager is required under NI 81-107 to identify conflict of interest matters inherent in its management of the Fund, and request input from the IRC on how it manages those conflict of interest matters, as well as on its written policies and procedures outlining its management of those conflict of interest matters. The Manager must refer its proposed course of action in respect of any such conflict of interest matters to the IRC for its review. Certain matters require the IRC’s prior approval, but in most cases the IRC will provide a recommendation to the Manager as to whether or not, in the opinion of the IRC, the Manager’s proposed action provides a fair and reasonable result for the Fund. For recurring conflict of interest matters, the IRC can provide the Manager with standing instructions. The members of the IRC will be indemnified by the Manager and the Fund, as permitted by NI 81-107. The IRC members are not responsible for the investments made by the Fund, or for the performance of the Fund. The members of the IRC may serve in a similar capacity in respect of other investment funds managed by the Manager or others. Members of the IRC receive compensation from the Fund (initially, $10,000 per annum). In addition, the Fund is responsible for all fees and expenses of setting up and running the IRC. The estimated regular fees and expenses of the IRC have been included in the Fund’s estimated annual operating expenses. In future years the IRC members will set their own compensation in accordance with NI 81-107. The IRC has the authority, pursuant to NI 81-107, to retain independent counsel or other advisors at the expense of the Fund if the members deem it necessary to do so. The IRC reports at least annually to the Unitholders of the Fund on its activities, as required by NI 81-107. The reports of the IRC are available free of charge from the Manager on request by contacting the Manager at its office and will be posted on the Manager’s website at www.timbercreekfunds.com or delivered, at no charge, upon request to the Director — Investor Relations & Corporate Governance of the Manager at 1000 Yonge Street, Toronto, Ontario M4W 2K2. The report of the IRC will be available on or about March 31 in each year commencing in 2011. Manager of the Investment Fund The Manager, Timbercreek Asset Management Ltd., was incorporated under the laws of the Province of Ontario on May 31, 2004. The head office, registered office and principal business address of the Manager is located at 1000 Yonge Street, Toronto, Ontario M4W 2K2. The Manager is principally owned by BattleStone Capital Corporation, which in turn is principally owned by R. Blair Tamblyn, Ugo Bizzarri and Tye Bousada.

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The Manager has a value oriented investment philosophy, and specializes in providing conservatively managed, risk averse alternative asset class investment opportunities to institutions, trusts and endowment funds, discretionary investment advisors and qualified individuals. The Manager believes that successful investing in the alternative asset class over the long-term is about identifying and buying assets in inefficient markets. These inefficiencies can be a result of sub-optimal structuring, sub-optimal capitalization, or a misunderstood, fragmented or out-of-favour asset classes. In the Manager’s opinion, the Fund has been structured on the principles of simplicity, transparency, and strong, independent governance. In the view of the Manager, long term views, focus on process, research and analysis and an active management style sum up the investment philosophy of the Fund. The first Timbercreek fund, Timbercreek Investments Inc. (“TII”), was formed by certain directors and officers of the Manager in May 1999 to acquire multi family residential real estate properties in Canada. In 2007, the management function of TII was externalized and outsourced to the Manager. Since the inception of TII, the directors and officers of TII, who have since become the directors and officers of the Manager, have been focused on identifying investment opportunities that meet the strict acquisition criteria established in each of the fund mandates. The Manager and its affiliates currently manage approximately $1.4 billion in real estate investments through its seven private and public funds. The Manager and its affiliates employ a team of over 55 professionals located in Toronto, Ontario with extensive experience in real estate acquisitions, dispositions, financing and administration, property and asset management, construction and re-development. Specifically, the principals and senior management team have been directly involved in the following: • • • Several billion dollars in acquisitions involving office, retail, industrial and multi family assets across North America. Origination, placement and underwriting over $2 billion in financing transactions across Canada. Collectively, over 50 years of asset management experience.

The current operating platform of the Manager coupled with its expertise as a real estate investor and asset manager will be a major competitive advantage of the Fund in its objective to invest in direct real estate investment opportunities. The Manager is currently the advisor of Timbercreek Mortgage Investment Corporation (“TMIC”), a mortgage investment corporation, which was launched in July 2008 and trades on the Toronto Stock Exchange under the symbol TMC-T. As at January 31, 2011, the net asset value of TMIC was approximately $216 million, with an 8.2% yield for the TMIC Class A shares based on their original issue price of $10.00. Class A shares of TMIC are yielding 7.8% based on the closing price of $10.50 as of February 25, 2011. Duties and Services Provided by the Manager and Details of the Management Agreement Pursuant to the terms of a management agreement dated August 5, 2010 between the Fund and the Manager (the “Management Agreement”), the Manager has been appointed as the sole and exclusive manager of the affairs of the Fund. In such capacity, the Manager is responsible for the day-to-day activities of the Fund and, as applicable, any subsidiary entity of the Fund from time to time. The services to be provided by the Manager under the terms of the agreement include, without limitation: (i) appointing one or more duly registered investment advisors to manage the investments of the Fund, (ii) appointing, supervising and removing service providers for the Fund as the Manager sees fit, (iii) carrying out all capital markets responsibilities, such as securities offerings, (iv) preparing or causing to be prepared the requisite continuous disclosure documents of the Fund, (v) maintaining proper books, accounts and records of the Fund, (vi) providing employees having the requisite experience and skill to perform the obligations of the Manager under the Management Agreement and (vii) doing all such other acts or things and entering into agreements or documents on behalf of the Fund to seek to achieve the investment objectives of the Fund. In carrying out its obligations under the Management Agreement, the Manager will be required to exercise its powers and discharge its duties diligently, honestly and in good faith and in the best interests of the Fund, including

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without limitation exercising the standard of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances. The Manager will continue as manager until the termination of the Fund unless (i) the Manager resigns by written notice to the Fund, (ii) the Manager is removed by written notice given by the Fund following the occurrence of certain specified events of default (as described below), or (iii) the Manager is removed by written notice given by the Fund following an Extraordinary Resolution of the Unitholders directing the Fund to remove the Manager as manager of the Fund. The following comprise an event of default under the Management Agreement: (i) the bankruptcy or insolvency of the Manager, or if the Manager either voluntarily or under an order of a court of competent jurisdiction makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency; (ii) the Manager’s wilful misconduct, bad faith, negligence or breach of its standard of care owned under the Management Agreement, which in the case of negligence which is capable of being cured, is not cured within 30 days following written notice to the Manager from the Fund specifying in reasonable detail the nature of such negligence; or (iii) the Manager no longer holds the licenses, registrations or other authorizations necessary to carry out its obligations thereunder and is unable to obtain them within a reasonable period after their loss. There is no termination of the Manager for breach of its obligations under the Management Agreement unless such breach constitutes a breach of the standard of care owed by the Manager. The Management Agreement contains indemnification provisions whereby the Fund indemnifies the Manager against any loss, expense, damage or injury suffered in the scope of its authority under the Management Agreement, provided the same does not result from wilful misconduct, bad faith, negligence or breach of its standard of care owed under the Management Agreement. In addition, under the Management Agreement, the Manager indemnifies the Fund against any loss, expense, damage or injury suffered as a result of the Manager’s wilful misconduct, bad faith, negligence or breach of its standard of care owed under the Management Agreement. For its services, the Manager will be paid the Management Fee described under “Fees and Expenses — Management Fees and Operating Expenses”. Pursuant to the terms of the Management Agreement, the Manager bears all costs and expenses incurred by the Manager and the Global Investment Advisor in connection with all salaries, employee expenses, office rent and equipment, and other expenses customarily considered to be overhead expenses. Global Investment Advisor Corrado Russo is an Executive Director at Forum Securities Limited, where he is a Portfolio Manager for their global real estate securities team. Mr. Russo has an extensive background in the investment management field, having held positions in portfolio management, equity research and direct real estate investments. Prior to joining Forum, from September 2005 to June 2009, Mr. Russo was a portfolio manager for Citi Property Investors, where he co-managed the Global Diversified and Global Alpha real estate securities strategies and also launched and managed CPI’s Global Long/Short fund. Prior to CPI, Mr. Russo was the lead portfolio manager for the Empire Dividend Growth Fund from January 2004 until September 2005. From 2001 to 2004, Mr. Russo worked as a Senior Equity Analyst for Investors Group Asset Management. He has also held positions with the Ontario Teacher’s Pension Plan Board, where he was responsible for direct real estate acquisitions from 1997 to 2001. Mr. Russo holds an MBA from the Schulich School of Business at York University in Toronto and holds the Chartered Financial Analyst designation. The remainder of the Global Investment Advisor team is described under the heading “Investment Strategies – Competitive Advantages of the Fund”.

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Role of the Global Investment Advisor and Details of the Investment Management Agreement The Fund, the Manager and the Global Investment Advisor entered into a fund global investment advisory agreement (the “Investment Management Agreement”) dated August 26, 2010. The Investment Management Agreement provides for the appointment of the Global Investment Advisor to provide such investment advisory portfolio management and ancillary services to the Fund as the Manager may direct from time to time including, without limitation, the following services: (i) to furnish a continuous investment program for the Fund; (ii) to invest, reinvest and manage the investments of the Fund in accordance with the Fund’s investment objectives, strategies and restrictions; and (iii) to borrow cash and/or securities for and on behalf of the Fund and on the security of the Fund’s assets. In carrying out its obligations under the Investment Management Agreement, the Global Investment Advisor is required to exercise its power and discharge its duties honestly, with reasonable care and in good faith and in the best interests of the Fund and, in connection therewith, it shall devote such time and attention, and exercise that degree of care, diligence and skill that a reasonably prudent investment manager would exercise in similar circumstances. Either party to the Investment Management Agreement may terminate the agreement upon 30 days written notice to the other. The Global Investment Advisor may delegate some of its responsibilities and seek assistance from other third parties from time to time as it deems to be necessary to perform its duties. The Investment Management Agreement contains indemnification provisions whereby the Fund indemnifies the Global Investment Advisor against any loss, expense, damage or injury suffered in the scope of its authority under the Investment Management Agreement, provided same does not result from wilful misconduct, gross negligence, criminal wrongdoing or the material breach of its duties and obligations owed under the Investment Management Agreement. For its services, the Global Investment Advisor will be paid by the Manager from the fees earned by the Manager, as described under “Fees and Expenses — Management Fees and Operating Expenses”. Pursuant to the terms of the Investment Management Agreement, the Manager will bear all costs and expenses incurred by the Global Investment Advisor in connection with all salaries, employee expenses, office rent and equipment, other expenses customarily considered to be overhead expenses. The Custodian and Prime Broker The Fund has appointed CIBC World Markets Inc. as custodian of the Fund’s assets pursuant to a custodian agreement between the Fund and the Custodian. The Custodian is, among other things, in the business of providing professional custodial services. The head office of the Custodian is located in Toronto, Ontario. The Custodian may employ sub-custodians as considered appropriate in the circumstances. CIBC World Markets Inc. is also the prime broker of the Fund and provides leverage to the Fund in this capacity. Valuation Agent SGGG Fund Services Inc. is the valuation agent for the Fund and is responsible for providing administration services to the Fund, including fund valuation and financial reporting services. SGGG Fund Services Inc. will be responsible for providing valuation services to the Fund and will calculate the NAV and NAV per Unit pursuant to the terms of a separate fund administration agreement. See “Calculation of Net Asset Value”. Auditor The auditor of the Fund is KPMG LLP, at its offices in Toronto, Ontario. Transfer Agent and Registrar Pursuant to a transfer agency and registrar agreement, executed between the Fund and CIBC Mellon Trust Company, CIBC Mellon Trust Company has been appointed the registrar and transfer agent for the Class A Units and the Class B Units at its principal office located in Toronto, Ontario.

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Promoter Timbercreek Asset Management Inc. organized the Fund and, accordingly, may be considered to be a “promoter” of the Fund within the meaning of the securities legislation of certain provinces of Canada. See “Organization and Management Details of the Fund”. Timbercreek is principally owned by BattleStone Capital Corporation, which in turn is principally owned by R. Blair Tamblyn, Ugo Bizzarri and Tye Bousada. Timbercreek receives fees from the Fund and may be entitled to reimbursement of expenses incurred in relation to the Fund as described under “Fees and Expenses”. CALCULATION OF NET ASSET VALUE Calculation of Net Asset Value For Fund pricing purposes, the net asset value of the Fund (“NAV”) is calculated at the close of business on each Business Day by the Valuation Agent. The NAV of the Fund is the value of the Total Assets of the Fund less the consolidated liabilities of the Fund. Reporting of the Net Asset Value The most recently calculated Fund NAV, NAV per Class A Unit and NAV per Class B Unit is available to the public upon request and posted daily at www.timbercreekfunds.com for this purpose. The Fund NAV is reported in Canadian dollars. Valuation Policies and Procedures of the Investment Fund In calculating the NAV, the Total Assets on such Valuation Date are determined as follows: (a) the value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, distributions, dividends or other amounts received (or declared to holders of record of securities owned by the Fund on a date before the Valuation Date as of which the Total Assets are being determined, and to be received) and interest accrued and not yet received, shall be deemed to be the full amount thereof provided that if the Valuation Agent has determined that any such deposit, bill, demand note, accounts receivable, prepaid expense, distribution, dividend or other amount received (or declared to holders of record of securities owned by the Fund on a date before the Valuation Date as of which the Total Assets are being determined, and to be received) or interest accrued and not yet received is not otherwise worth the full amount thereof, the value thereof shall be deemed to be such value as the Valuation Agent determines to be the fair market value thereof; the value of any security, index future or index option which is listed or traded upon a stock exchange (or if more than one, on the principal stock exchange for the security, as determined by the Valuation Agent) shall be determined by taking the latest available sale price of recent date, or lacking any recent sales or any record thereof, the latest available offer price (unless in the opinion of the Valuation Agent such value does not reflect the value thereof and in which case the latest offer price or bid price shall be used), as at the Valuation Date on which the Total Assets are being determined, all as reported by any means in common use; the value of any security which is traded over-the-counter will be priced at the last bid price quoted by a major dealer (which may be the counterparty) in such securities or as the Valuation Agent determines to be the fair market value; the value of any purchased or written clearing corporation options, options on futures or over-thecounter options, debt like securities and listed warrants shall be the current market value thereof;

(b)

(c)

(d)

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(e)

the value of any security or other asset for which a market quotation is not readily available will be its fair market value on the Valuation Date on which the Total Assets are being determined as determined by the Valuation Agent (generally the Valuation Agent will value such asset at cost until there is a clear indication of an increase or decrease in value); any market price reported in currency other than Canadian dollars shall be converted into Canadian funds by applying the rate of exchange obtained from the best available sources to the Valuation Agent, including, but not limited to, the Valuation Agent or any of its affiliates; and listed securities subject to a hold period will be valued as described above with an appropriate discount as determined by the Valuation Agent. Direct investments in private real estate companies and other assets for which no published market exists will be valued at the lesser of cost and the most recent appraisal or valuation, unless a different fair market value is determined to be appropriate by the Valuation Agent.

(f)

(g)

If an investment cannot be valued under the above guidelines, or if the Valuation Agent or Manager determines that the above guidelines are at anytime inappropriate under the circumstances, then notwithstanding such guidelines, the Valuation Agent will make such valuation as it considers fair and reasonable in consultation with the Manager and, if there is an appropriate industry practice, in a manner consistent with such industry practice for valuing such investment. The Manager, will review and, if required from time to time, consider the appropriateness of the valuation guidelines adopted by the Fund. As such, at the discretion of the Manager, the valuation guidelines may be modified, acting reasonably, in good faith and in the best interests of the Unitholders. Any such material modification of the valuation guidelines will be disclosed by press release or other timely disclosure document issued by the Fund. Net Asset Value per Class A Unit and Net Asset Value per Class B Unit The net asset value per Class A Unit (the “NAV per Class A Unit”) will be the quotient obtained by dividing the value of assets of the Fund allocated to Class A Units by the total number of Class A Units (immediately before any Unit redemptions and subscriptions) at the close of business on the relevant Valuation Date. The net asset value per Class B Unit (the “NAV per Class B Unit”) will be the quotient obtained by dividing the value of assets of the Fund allocated to Class B Units by the total number of Class B Units (immediately before any Unit redemptions and subscriptions) at the close of business on the relevant Valuation Date. ATTRIBUTES OF SECURITIES The beneficial interests in the net assets and net income of the Fund are divided into units of two classes, Class A Units and Class B Units. The Fund is authorized to issue an unlimited number of Units of each class. The Class B Units are designed for fee-based and/or institutional accounts and differ from the Class A Units in the following ways: (i) Class B Units will not be listed on a stock exchange; (ii) the Agents’ fees payable on the issuance of the Class B Units are lower than those payable on the issuance of the Class A Units; and (iii) there is no Service Fee (as defined herein) payable in respect of the Class B Units. Accordingly, the Net Asset Value per Unit of each class will not be the same as a result of the different fees allocable to each class of Units. Description of the Class A Units and Class B Units General Rights and Privileges Each Unit entitles the holder to the same rights and obligations as a Unitholder and no Unitholder is entitled to any privilege, priority or preference in relation to any other holder of Units. Each Unitholder is entitled to one vote for each Unit held and is entitled to participate equally with respect to any and all distributions made by the Fund, including distributions of net realized capital gains, if any. On the redemption of Units, however, the Fund may in its sole discretion, designate payable to redeeming Unitholders, as part of the redemption price, any capital

56

gains realized by the Fund in the taxation year in which the redemption occurred. On termination or liquidation of the Fund, the Unitholders of record are entitled to receive on a pro rata basis all of the assets of the Fund remaining after payment of all debts, liabilities and liquidation expenses of the Fund. Unitholders will have no voting rights in respect of securities held by the Fund. See “Calculation of Net Asset Value” On December 16, 2004, the Trust Beneficiaries’ Liability Act, 2004 (Ontario) came into force. This statute provides that holders of units of a trust are not, as beneficiaries, liable for any act, default, obligation or liability of the trust if, when the act or default occurs or the liability arises, (i) the trust is a reporting issuer under the Securities Act (Ontario) and (ii) the trust is governed by the laws of Ontario. The Fund is a reporting issuer under the Securities Act (Ontario) and it is governed by the laws of Ontario by virtue of the provisions of the Declaration of Trust. Exchange Feature for the Class B Units Holders of Class B Units may exchange all or any portion of such units for Class A Units (the “Exchange Feature”) by delivering notice by 4:00 p.m. on a Business Day to the Registrar and Transfer Agent. Any Class B Units surrendered for exchange into Class A Units shall be converted as of the close of business on the first Thursday that is at least two Business Days following the date on which such Class B Units were surrendered for exchange (the “Exchange Date”). Determination of Exchange Ratio The ratio (the “Class B Exchange Ratio”) upon which Class B Units will be exchanged into Class A Units upon exercise of the Exchange Feature will be determined by dividing the NAV per Class B Unit on the applicable Exchange Date by the NAV per Class A Unit on such date. Holders of Class B Units who deposit such securities pursuant to the Exchange Feature will continue to be holders of record up to but not including the Exchange Date and will be entitled to receive distributions in respect of such securities up to that date. The number of Class A Units issuable pursuant to the Exchange Feature will be rounded down to the nearest whole number of Class A Units. No fractions of Class A Units will be issued upon any conversion of Class B Units. Any remaining fractional Class B Unit will be redeemed. A conversion of Class B Units into whole Class A Units will not constitute a disposition of such Class B Units for the purposes of the Tax Act. The redemption of any fractional Class B Unit will result in a capital gain (or capital loss) to the redeeming Unitholder. See “Income Tax Considerations – Taxation of Unitholders. Following an exercise of the Exchange Feature, the NAV associated with the Class B Units so exchanged will be deducted from the NAV for Class B Units and will be added to the NAV for Class A Units. No Listing for Class B Units The Fund does not intend to make any application to list the Class B Units on any stock exchange. Accordingly, there will be no market through which the Class B Units may be sold. Purchase for Cancellation Subject to applicable law, the Fund may at any time or times purchase Units for cancellation at a price per Unit not exceeding the applicable NAV per Unit of such Unit on the business day immediately prior to such purchase. Amendments Amendments to the terms of the Class A Units or Class B Units must be approved by the applicable Unitholders of the Fund in accordance with applicable laws and as set forth under “Unitholder Matters — Matters Requiring Unitholder Approval”.

57

Take-over Bids The Declaration of Trust contains provisions to the effect that if a take-over bid is made for the Class A Units and not less than 90% of the aggregate of the Class A Units (but not including any Class A Units held at the date of the take-over bid by or on behalf of the offeror or associates or affiliates of the offeror) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Class A Units held by the Unitholders who did not accept the take-over bid on the terms offered by the offeror. The Declaration of Trust also provides that if, prior to the termination of the Fund, a formal bid (as defined in the Securities Act (Ontario)) is made for all of the Class B Units, if such bid would constitute a formal bid for all Class A Units if the Class B Units had been converted to Class A Units immediately prior to such bid and the Class B offer does not include a concurrent identical take-over bid, including in terms of price (relative to the Net Asset Value per Unit of the class), for the Class A Units, then the Fund shall provide the holders of Class A Units the right to convert all or a part of their Class A Units into Class B Units and to tender such units to the Class B offer. In the circumstances described above, the Fund shall by press release provide written notice to the holders of the Class A Units that such an offer has been made and of the right of such holders to convert all or a part of their Class A Units into Class B Units and to tender such units to the Class B offer. Book-Entry Only System Registration of interests in and transfers of the Units will be made only through non-certificated interests issued under the Book-Entry Only System. Non-certificated interests representing the aggregate Class A Units and Class B Units subscribed for under the Offerings will be recorded, in the name of CDS or its nominee, on the register of the Fund maintained by CIBC Mellon Trust Company upon Closing. Class A Units and Class B Units must be purchased, converted, transferred and surrendered for redemption through a CDS Participant. All rights of Unitholders must be exercised through, and all payments or other property to which such Unitholders are entitled will be made or delivered by CDS or the CDS Participant through which the Unitholder holds such Units. Upon purchase of any Units, the Unitholders will receive only a customer confirmation from the registered dealer which is a CDS Participant and from or through which the Units are purchased. The ability of a beneficial owner of Units to pledge such Units or otherwise take action with respect to such Unitholder’s interest in such Units (other than through a CDS Participant) may be limited due to the lack of a physical certificate. The Fund has the option to terminate registration of the Units through the Book-Entry Only System, in which case certificates for the Units in fully registered form would be issued to beneficial owners of such Units or their nominees. UNITHOLDER MATTERS Meetings of Unitholders A meeting of the Unitholders as a whole or of any particular Class of Unitholders may be called at any time by the Manager and shall be called by the Trustee upon written request of the Unitholders holding in the aggregate not less than 20% of the Units then outstanding, which request must specify the purpose or purposes for which such meeting is to be called. Except as required by law or set out below, Unitholders will not be entitled to receive notice of, to attend or to vote at, any meeting of unitholders of the Fund. Matters Requiring Unitholder Approval Unless otherwise required by law, the following acts require the approval of holders of Class A Units and holders of Class B Units at a meeting called and held for such purpose. Each Class A Unit and each Class B Unit will have one vote at such a meeting. Items (i) through (v) require approval by resolution passed by at least 66⅔% of the votes cast by holders of Units voting thereon (an “Extraordinary Resolution”) voting as a single class. Items (vi) and (vii) require approval by Extraordinary Resolution of the holders of each class of Units required to vote on the

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matter. Items (viii) and (ix) require approval by resolution passed by at least a simple majority of votes cast by each class of Unitholders (an “Ordinary Resolution”), unless a greater majority is required by law. Item (ix) will require approval by Ordinary Resolution of the Unitholders voting as a single class. (i) A change to the fundamental investment objective or investment restrictions of the Fund, unless such changes are necessary to ensure compliance with applicable laws, regulations or other requirements imposed by applicable regulatory authorities from time to time; Except as described herein, a change in the Manager, other than (a) a change resulting in an affiliate of the Manager assuming such position or (b) a termination of the Fund Management Agreement in accordance with its terms; Any increase in the basis of calculating management fees paid to the Manager; The sale of all or substantially all of the assets of the Fund other than in the ordinary course of its activities and other than in connection with the termination of the Fund; Any amendment, modification or variation in the provisions or rights attaching to the Class A Units or Class B Units; Any termination of the Fund; A reorganization with, or transfer of assets to, another entity, if A. B. the Fund ceases to continue after the reorganization or transfer of assets; and the transaction results in Unitholders becoming securityholders in the other entity;

(ii)

(iii) (iv)

(v)

(vi) (vii)

(viii)

A reorganization with, or acquisition of assets of, another entity, if A. B. the Fund continues after the reorganization or acquisition of assets; and the transaction results in the securityholders of the other entity holding a majority of the outstanding securities of the Fund; or

(ix)

Any offering of units at a price per unit the net proceeds of which is less than 100% of the most recently calculated NAV per unit, as applicable immediately prior to the pricing of such issuance.

In addition, any change to any of the foregoing matters requiring Unitholder approval shall require the same approval required to approve such matter. At a meeting of unitholders of the Fund, a quorum will constitute 10% of the outstanding Units (or in respect of a class vote, 10% of the outstanding Units of that class), represented in person or by proxy at a meeting. If no quorum is present at such meeting within 30 minutes of the time called for such meeting, if called on the requisition of a Unitholder the meeting will be terminated and otherwise will be adjourned to be held on the day that is 14 days after the so adjourned meeting, at the same time and place; provided that if such day is not a Business Day, the meeting shall be held on the next Business Day. At the adjourned meeting the Unitholders then present in person or represented by proxy will form the necessary quorum. Amendments to the Declaration of Trust The Trustee may, without the approval of or notice to Unitholders, amend the Declaration of Trust for certain limited purposes specified therein, including to:

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(a)

remove any conflicts or other inconsistencies which may exist between any terms of the Declaration of Trust and any provisions of any law or regulation applicable to or affecting the Fund; make any change or correction in the Declaration of Trust which is of a typographical nature or is required to cure or correct any ambiguity or defective or inconsistent provision, clerical omission, mistake or manifest error contained therein; bring the Declaration of Trust into conformity with applicable laws, including the rules and policies of Canadian securities regulators or with current practice within the securities or investment fund industries provided that any such amendment does not adversely affect the rights, privileges or interests of Unitholders; maintain, or permit the Manager to take such steps as may be desirable or necessary to maintain, the status of the Fund as a “mutual fund trust” and a “unit trust” for the purposes of the Tax Act or to respond to amendments to the Tax Act or to the interpretation thereof; or provide added protection to Unitholders.

(b)

(c)

(d)

(e)

Except for changes to the Declaration of Trust which require the approval of Unitholders or changes described above which do not require approval of or prior notice to Unitholders, the Declaration of Trust may be amended from time to time by the Manager upon not less than 30 days’ prior written notice to Unitholders. Reporting to Unitholders The Fund will make available to Unitholders, within the time periods prescribed by law, such financial statements and other continuous disclosure documents as are required by applicable law, including consolidated unaudited interim and consolidated audited annual financial statements that will include the accounts of the Fund and a consolidated statement of investments. The Fund shall make available to each Unitholder annually, within the time periods prescribed by law, information necessary to enable such Unitholder to complete an income tax return with respect to the amounts payable by the Fund. Termination of the Fund The Fund does not have a fixed termination date but may be terminated at any time with the approval of Unitholders of each class by an Extraordinary Resolution passed at a duly convened meeting of Unitholders called for the purpose of considering such Extraordinary Resolution. Upon termination of the Fund, the net assets of the Fund will be distributed to the unitholders. Prior to the date fixed for the termination of the Fund (the “Fund End Date”), the Manager will, to the extent practicable, convert the assets of the Fund to cash. The Manager may, in its discretion and upon not less than 30 days prior written notice to Unitholders by press release, extend the Fund End Date by a maximum of 180 days if the Manager would be unable to convert all the Fund’s assets to cash and the Manager determines that it would be in the best interests of the Unitholders to do so. The Fund will be dissolved following the distribution of its net assets to the unitholders.

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USE OF PROCEEDS The net proceeds of the Offerings will be as follows:

Maximum Offering Gross proceeds to the Fund ................................................................................... $100,000,011.54 Agents’ fees ........................................................................................................... $4,664,484.99 Expenses of issue ................................................................................................... $385,000(1) Net proceeds to the Fund........................................................................................ $94,950,526.55
________________________________________ (1) Subject to a maximum of 1.5% of the gross proceeds of the Offerings, and provided that if the fees and expenses of the Offerings would result in dilution to existing Unitholders based on the NAV per Class A Unit as at February 25, 2011, of $11.5594 and the NAV per Class B Unit as at February 25, 2011 of $11.9577, the Manager will reimburse the Fund in an amount representing such dilution.

PLAN OF DISTRIBUTION Pursuant to an agreement dated as of February 28, 2011 (the “Agency Agreement”) between Raymond James Ltd., BMO Nesbitt Burns Inc., CIBC World Markets Inc., GMP Securities L.P., TD Securities Inc., HSBC Securities (Canada) Inc., Manulife Securities Incorporated, Scotia Capital Inc., National Bank Financial Inc., Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd. and M Partners Inc. (collectively, the “Agents”), the Manager, the Global Investment Advisor and the Fund, the Agents have agreed to offer the Units for sale, as agents of the Fund, on a best efforts basis, if, as and when issued by the Fund at a price of $12.22 per Class A Unit and $12.21 per Class B Unit. The Agents will receive a fee equal to $0.57 for each Class A Unit sold payable by the Fund (representing 4.7% of the Offering per Class A Unit) and $0.24 for each Class B Unit sold payable by the Fund (representing 2.0% of the Offering per Class B Unit) and will be reimbursed for out-of-pocket expenses incurred by them. The distribution price was determined by negotiation between the Agents and the Fund. The Agents may form a sub-agency group including other qualified investment dealers and determine the fee payable to the members of such group, which fee will be paid by the Agents out of their fees. While the Agents have agreed to use their best efforts to sell the Units offered hereby, the Agents will not be obligated to purchase Units which are not sold. The Fund has granted the Agents an Over-Allotment Option, exercisable in whole or in part at any time and from time to time during the period of 30 days following Closing, to purchase up to 15% of the aggregate number of Class A Units issued at the closing of the Offerings at a price of $0.57 per Class A Unit (the “Option Units”). The Option Units are qualified for sale hereunder. To the extent that the Over-Allotment Option is exercised, the Agents will be entitled to a fee of 4.7% of the gross proceeds realized in respect of the exercise of the Over-Allotment Option. The TSX has conditionally approved the listing of the Class A Units to be distributed under this prospectus. Listing is subject to the Fund fulfilling all the requirements of the TSX on or before May 4, 2011. Under the terms of the Agency Agreement, the Agents may, at their discretion on the basis of their assessment of the state of the financial markets and upon the occurrence of certain stated events, terminate the Agency Agreement. In the event the necessary consents are not obtained or if Closing does not occur for any reason, subscription proceeds received from prospective purchasers will be held in trust by the applicable Agent and will be returned to such purchasers promptly without interest or deduction. Subscriptions for Units will be received subject to rejection or allotment in whole or in part. The right is reserved to close the subscription books at any time without notice. Closing of the Offerings will take place on or about March 11, 2011, or such later date as may be agreed upon by the Fund and the Agents, but in any event, not later than 90 days after a final receipt for this prospectus is issued. Pursuant to policy statements of certain Canadian securities regulators, the Agents may not, throughout the period of distribution, bid for or purchase Units. The foregoing restriction is subject to certain exceptions, on the conditions that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in,

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or raising the price of, the Units. Such exceptions include a bid or purchase permitted under applicable by-laws and rules of the relevant self-regulatory authorities relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Pursuant to the first mentioned exception, in connection with the Offerings, the Agents may over-allot or effect transactions in connection with their over-allotted position. Such transactions, if commenced, may be discontinued at anytime. Such transactions, if effected, may diminish the effect that sales of Units may otherwise have on the price of Units while such Units are in distribution. Non-Resident Unitholders At no time may non-residents of Canada and/or partnerships that are not Canadian partnerships within the meaning of the Tax Act (or any combination thereof) (collectively, “non-residents”) be the beneficial owners of a majority of the Units, and the Manager shall inform the registrar and transfer agent of the Fund of this restriction. The Manager may require declarations as to the jurisdictions in which a beneficial owner of Units is resident and, if a partnership, its status as a Canadian partnership. If the Manager becomes aware, as a result of requiring such declarations as to beneficial ownership or otherwise, that the beneficial owners of 40% of the Units then outstanding are, or may be, non-residents, or that such a situation is imminent, the Manager may make a public announcement thereof. If the Manager determines that more than 40% of the Units are beneficially held by non-residents, or that such a situation is imminent, the Manager may send a notice to such non-resident Unitholders, chosen in inverse order to the order of acquisition or in such manner as the Manager may consider equitable and practicable, requiring them to dispose of their Units or a portion thereof within a specified period of not less than 30 days. If the Unitholders receiving such notice have not disposed of the specified number of Units or provided the Manager with satisfactory evidence that they are not non-residents within such period, the Manager may, on behalf of such Unitholders, dispose of such Units and, in the interim, shall suspend the voting and distribution rights attached to such Units. Upon such disposition, the affected holders shall cease to be beneficial holders of Units and their rights shall be limited to receiving the net proceeds of disposition of such Units. Notwithstanding the foregoing, the Manager may determine not to take any of the actions described above if the Manager has been advised by legal counsel that the failure to take any of such actions would not adversely impact the status of the Fund as a mutual fund trust for purposes of the Tax Act or, alternatively, may take such other action or actions as may be necessary to maintain the status of the Fund as a mutual fund trust for purposes of the Tax Act. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS The Manager receives fees described under “Fees and Expenses” for its services to the Fund and will be reimbursed by the Fund, as the case may be, for certain expenses incurred in connection with the operation and administration of the Fund and may invest in mortgage loans in respect of property that the Manager or any affiliate of any of them (collectively, “Timbercreek Affiliates”) has an interest in. A Timbercreek Affiliate may earn fees from providing investment advisory services to funds invested in such properties. In addition, the Fund, with the consent of its IRC, may engage in certain purchase or sale transactions with Timbercreek Affiliates. See “Fees and Expenses”, “Organization and Management Details of the Investment Fund — Potential Conflicts of Interest”, “Independent Review Committee” and “Risk Factors — Potential Conflicts of Interest”. Moreover, the Fund’s activities may from time to time be restricted due to regulatory restrictions applicable to Timbercreek Affiliates, and/or their internal policies designed to comply with such restrictions. As a result, there may be periods, for example, during which the Manager or the Fund may be restricted from engaging in certain transactions. MATERIAL CONTRACTS Contracts material to investors in the Class A Units and Class B Units offered by this prospectus that have been entered into by the Fund are: (i) the Declaration of Trust described under “Organization and Management details of the Fund”, “Attributes of the Securities” and “Unitholder Matters”;

62

(ii)

the Management Agreement described under “Organization and Management Details of the Fund — Manager — Role of the Manager and Details of the Fund Management Agreement”; the Investment Management Agreement described under “Organization and Management Details of the Fund — Global Investment Advisor”; the Agency Agreement described under “Plan of Distribution”; and the Custodian Agreement referred to under “Organization and Management Details of the Fund”.

(iii)

(iv) (v)

Copies of the foregoing agreements may be inspected during business hours at the principal office of the Fund during the course of distribution of the Class A Units offered hereby. EXPERTS The matters referred to under “Income Tax Considerations” and certain other legal matters relating to the securities offered hereby will be passed upon by McCarthy Tétrault LLP on behalf of the Fund, and by Wildeboer Dellelce LLP on behalf of the Agents. As of the date hereof, the partners and associates of McCarthy Tétrault LLP and Wildeboer Dellelce LLP each beneficially own less than 1% of the outstanding securities of the Fund and its affiliates and associates. The auditors of the Fund are KPMG LLP. The auditors of the Fund have confirmed that they are independent of the Fund within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario. The address of KPMG LLP is 333 Bay Street, Suite 4600, Toronto, Ontario, M5H 2S5. PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION Securities legislation in certain of the provinces of Canada provide purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

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GLOSSARY OF TERMS “2010 Distributions” means the distributions paid by the Fund in 2010. “4IP” means 4IP Management Ltd. “Advanced Distribution” means the distribution to Unitholders of record on February 28, 2011 who will be entitled to receive a distribution of $0.14 per Class A Unit or Class B Unit, as applicable, to be paid on or about March 15, 2011. “Agency Agreement” means the agency agreement among the Fund, the Manager, the Global Investment Advisor and the Agents dated as of February 28, 2011. “Agents” means Raymond James Ltd., BMO Nesbitt Burns Inc., CIBC World Markets Inc., GMP Securities L.P., TD Securities Inc., HSBC Securities (Canada) Inc., Manulife Securities Incorporated, Scotia Capital Inc., National Bank Financial Inc., Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd. and M Partners Inc. “Annual Redemption Date” means the last business day in February of each year beginning in 2012. “Book-Entry Only System” means the book-entry only system administered by CDS. “Business Day” means any day except Saturday, Sunday, a statutory holiday in Toronto, Ontario or any other day on which the TSX is not open for trading. “CDS” means CDS Clearing and Depository Services Inc. and includes any successor corporation or any other depository subsequently appointed by the Fund as the depository in respect of the Units. “CDS Participant” means a broker, dealer, bank or other financial institution or other person for whom, from time to time, CDS effects book entries for the Units deposited with CDS. “Certificates” means certificates provided to counsel by the Fund, the Manager and the Agents. “Citi” means Citi Property Investors. “Class A Monthly Redemption Price” has the meaning ascribed thereto under “Redemptions — Monthly Redemptions”. “Class A Units” means the class of transferable, redeemable units of the Fund designated as the “Class A Units”. “Class B Exchange Ratio” has the meaning ascribed thereto under the heading “Attributes of Securities — Determination of Exchange Ratio”. “Class B Units” means the class of transferable, redeemable units of the Fund designated as the “Class B Units”. “Closing” means the closing of the Offerings, on or about March 11, 2011, or such later date as the Fund and the Agents may agree, but in any event not later than 90 days after a final receipt for this prospectus is issued. “CRA” means the Canada Revenue Agency. “Custodian” means CIBC World Markets Inc., in its capacity as custodian under the Custodian Agreement. “Custodian Agreement” means the custodian agreement, dated August 26, 2010, between the Fund and the Custodian, as it may be amended from time to time.

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“Declaration of Trust” means the declaration of trust governing the Fund dated as of August 5, 2010, as it may be amended from time to time. “Direct Ownership Investments” means any investment made directly to own real estate. “Direct Real Estate Investments” means investment by the Fund directly in Canadian real estate and mortgages secured by Canadian real estate. “Distribution Payment Date” means the date of which distributions will be paid to Unitholders, being no later than the 15th day of the month following the Distribution Record Date. “Distribution Record Date” means the last Business Day of each of March, June, September and December. “Exchange” means the TSX or such other stock exchange on which the Class A Units may be listed. “Exchange Date” has the meaning ascribed thereto under “Attributes of the Securities — Exchange Feature for the Class B Units”. “Exchange Feature” has the meaning ascribed thereto under “Attributes of the Securities — Exchange Feature for the Class B Units”. “Extraordinary Resolution” means a resolution passed by the affirmative vote of at least two-thirds of the votes cast, either in person or by proxy, at a meeting of Unitholders called for the purpose of considering such resolution. “Forum Partners” means Forum Partners Investment Management LLC. “Forum Securities” means Forum Securities Limited. “Fund” means Timbercreek Global Real Estate Fund, an investment trust established under the laws of the Province of Ontario by the Declaration of Trust. “Fund End Date” has the meaning ascribed thereto under “Unitholder Matters — Termination of the Fund”. “Global Advisory Committee” means the Global Advisory Committee to the Fund. “Global Investment Advisor” means FSX Securities Canada Inc. “IRC” means the independent review committee established by the Manager in accordance with NI 81-107. “Investment Management Agreement” means the investment management agreement dated August 26, 2010, between the Fund, the Manager and the Global Investment Advisor. “Manager” means Timbercreek Asset Management Ltd. “Management Agreement” means the management agreement dated August 5, 2010 between the Fund and the Manager. “Management Fee” has the meaning attributed thereto under “Fees and Expenses — Management Fees”. “Market Price” means the closing price of the Class A Units on the Exchange on the Redemption Date or, if there was no trade during the relevant period preceding a monthly Redemption Date, the average of the last bid and the last asking prices of the Class A Units on the Exchange for each day during the relevant period. “Meeting” means a meeting of Unitholders called in accordance with the Declaration of Trust.

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“Minister” means the Minister of Finance (Canada). “Net Asset Value” or “NAV” on a particular date will be equal to (i) the Total Assets of the Fund, less (ii) the consolidated liabilities of the Fund, as more fully described under “Calculation of Net Asset Value”. “Net Asset Value per Unit” or “NAV per Unit” means, in respect of a class of Units, the portion of the Net Asset Value of the Fund allocated to the Units of such class divided by the total number of Units of such class outstanding, in each case on the date on which the calculation is being made provided that in the calculation of NAV allocated to the Units, commissions paid to agents for the distribution of Units and certain structuring and offering costs attributable to the Units by the Manager will be included as a deduction in the calculation of the NAV associated with the Units. “NI 81-102” means National Instrument 81-102 — Mutual Funds of the Canadian Securities Administrators, as amended from time to time. “NI 81-107” means National Instrument 81-107 — Independent Review Committee for Investment Funds of the Canadian Securities Administrators, as amended from time to time. “non-residents” means an individual or partnership who, for the purposes of the Tax Act, and at all relevant times, is not resident in Canada and is not deemed to be resident in Canada, does not use or hold, and is not deemed to use or hold, Units in, or in the course of carrying on business in, Canada. “October 2003 Proposal” has the meaning ascribed thereto under the heading “Income Tax Considerations — Taxation of the Fund”. “Offerings” means the offering of Class A Units at a price of $12.22 per Class A Unit, the offering of Class B Units at a price of $12.21 per Class B Unit and the offering of additional Class A Units under the Over-Allotment Option at a price of $12.22 per Class A Unit, all pursuant to this prospectus. “Ordinary Resolution” means a resolution passed by the affirmative vote of at least a majority of the votes cast, either in person or by proxy, at a meeting of Unitholders called for the purpose of considering such resolution. “OTPPB” means the Ontario Teachers Pension Plan Board. “Option Units” means those Class A Units issued pursuant to the Over-Allotment Option. “Over-Allotment Option” has the meaning ascribed thereto on the face page. “Plan Trust” means trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts. “Portfolio” means the portfolio consisting primarily of real estate securities and Direct Real Estate Investments held by the Fund. “Portfolio Manager” means Corrado Russo. “Prime Assets” means high quality real estate, located in prime locations within the world’s top markets. “Prime Broker” means CIBC World Markets Inc., in its capacity as prime broker to the Fund. “Real Estate Companies” means the diversified portfolio comprised of securities of real estate trusts and real estate companies. “Redemption Date” has the meaning ascribed thereto under “Redemptions — Monthly Redemptions”.

66

“Redemption Payment Date” has the meaning ascribed thereto under “Redemptions — Monthly Redemptions”. “REIT” means a Real Estate Investment Trust. “Regulations” means the regulations under the Tax Act. “Service Fee” means a service fee payable by the Manager to registered dealers in an amount equal to the 0.40% annually of the NAV per Class A Unit for each Class A Unit held by clients of a registered dealer (calculated and paid at the end of each calendar quarter), plus applicable taxes. “SIFT Measures” means provisions contained in the Tax Act relating to the taxation of publicly listed or traded trusts and partnerships, and their investors. “SIFT partnership” has the meaning attributed thereto under “Income Tax Considerations — Status of the Investment Fund — SIFT Measures”. “SIFT trust” means a specified investment flow-through trust for the purposes of the Tax Act. “Tax Act” means the Income Tax Act (Canada), as now or hereafter amended, or successor statutes, and includes regulations promulgated thereunder. “Tax Treaties” has the meaning ascribed thereto under “Risk Factors — Taxation of the Fund”. “TFSA” means a tax-free savings account. “TII” means Timbercreek Investments Inc. “Timbercreek” means Timbercreek Asset Management Inc. “Timbercreek Affiliates” means a property that the Manager or any affiliate of any of them has an interest in. “TMIC” means Timbercreek Mortgage Investment Corporation. “Total Assets” means the aggregate value of the assets of the Fund. “Total Return” means the return generated on Units, including income from dividends received and declared, as well as the appreciation or depreciation in the Net Asset Value per Unit, over the calendar period, calculated on December 31st of each year. “Trustee” means Timbercreek Asset Management Ltd., in its capacity as trustee of the Fund under the Declaration of Trust. “TSX” means the Toronto Stock Exchange. “Unitholders” means the owners of the Units. “Units” means the Class A Units and/or the Class B Units issued by the Fund pursuant to the Offerings. “Valuation Agent” means such person as may from time to time be appointed by the Manager to calculate the Net Asset Value per Unit and the Net Asset Value of the Fund. “Valuation Date” means any day on which the Net Asset Value per Unit is calculated.

67

AUDITORS’ CONSENT The Board of Directors of Timbercreek Asset Management Ltd. We have read the prospectus of Timbercreek Global Real Estate Fund (the “Fund”) dated February 28, 2011 relating to the issuance of Class A and Class B Units of the Fund. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents. We consent to the inclusion in the above-mentioned prospectus of our report to the Unitholders of the Fund on the statements of net assets and investments as at December 31, 2010 and the statements of operations, changes in net assets and cash flows for the period from August 26, 2010 (commencement of operations) to December 31, 2010. Our report is dated February 3, 2011. (Signed) KPMG LLP Chartered Accountants, Licensed Public Accountants Toronto, Ontario February 28, 2011

F-1

FINANCIAL STATEMENTS

Financial Statements of

TIMBERCREEK GLOBAL REAL ESTATE FUND
Period from August 26, 2010 (commencement of operations) to December 31, 2010

F-2

INDEPENDENT AUDITORS' REPORT
To the Unitholders of Timbercreek Global Real Estate Fund We have audited the accompanying financial statements of Timbercreek Global Real Estate Fund, which comprise the statements of net assets and investments as at December 31, 2010, the statements of operations, changes in net assets and cash flows for the period from August 26, 2010 (commencement of operations) to December 31, 2010, and notes, comprising a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the net assets and investments of Timbercreek Global Real Estate Fund as at December 31, 2010, and the results of its operations, changes in net assets and cash flows for the period then ended in accordance with Canadian generally accepted accounting principles. Chartered Accountants, Licensed Public Accountants (Signed) KPMG LLP February 3, 2011 Toronto, Canada

F-3

TIMBERCREEK GLOBAL REAL ESTATE FUND
Statement of Net Assets December 31, 2010

Assets
Investments, at fair value (note 8) Unrealized gain on forward contracts Due from Timbercreek Asset Management Ltd. (note 3) Dividends and interest receivable $ 73,193,030 566,872 54,458 465,616 74,279,976

Liabilities
Margin facility (note 5) Liabilities for portfolio assets purchased (note 2) Management fee payable (note 3(a)) Accounts payable and accrued liabilities Distributions payable 8,504,164 1,832,947 7,031 16,226 1,143,884 11,504,252 $ 62,775,724

Net assets, representing unitholders' equity Net assets: Class A units Class B units

$ 52,307,018 10,468,706

Units outstanding (note 6): Class A units Class B units

4,521,300 875,727

Net assets per unit: Class A units Class B units

$

11.57 11.95

The accompanying notes are an integral part of these financial statements.

F-4

TIMBERCREEK GLOBAL REAL ESTATE FUND
Statement of Operations Period from August 26, 2010 (commencement of operations) to December 31, 2010

Investment income: Dividends$ Foreign dividend withholding tax Distributions from income trusts Interest

1,626,660 (201,504) 142,635 166,675 1,734,466

Expenses: Management fee (note 3(a)(i)) Service fee (note 3(a)(ii)) Audit fees Legal fees Unitholder reporting Interest and borrowing fees Other operating costs

448,718 81,330 79,383 6,106 65,540 46,176 75,752 803,005 931,461

Net investment income Realized and unrealized gains on investments and transaction costs: Commissions and other portfolio transaction costs Net realized gain on sale of investments, including foreign exchange adjustments, swaps and forward contracts Unrealized gain on investments Net gain on investments Increase in net assets from operations Increase in net assets from operations for each class: Class A units Class B units Class I units

(226,466) 812,176 1,951,014 2,536,724 $ 3,468,185

$ 2,842,225 83,882 542,078

Increase in net assets from operations per unit: Class A units Class B units Class I units

0.64 0.42 0.79

The accompanying notes are an integral part of these financial statements.

F-5

TIMBERCREEK GLOBAL REAL ESTATE FUND
Statement of Changes in Net Assets Period from August 26, 2010 (commencement of operations) to December 31, 2010 Class A units Net assets, beginning of period Increase in net assets from operations Distributions to unitholders (note 6(b)) Net proceeds from issuance of units Net exchange of units Net assets, end of period $ – $ Class B units – $ Class I units – $

Total –

2,842,225

83,882

542,078

3,468,185

(1,265,964)

(204,995)

(52,817)

(1,523,776)

49,937,448 793,309 $ 52,307,018

2,450,136 8,139,683 $ 10,468,706 $

8,443,731 (8,932,992) –

60,831,315 – $ 62,775,724

The accompanying notes are an integral part of these financial statements.

F-6

TIMBERCREEK GLOBAL REAL ESTATE FUND
Statement of Cash Flows Period from August 26, 2010 (commencement of operations) to December 31, 2010

Cash provided by (used in): Operating activities: Increase in net assets from operations for the period Net gain on investments, which does not involve cash Change in non-cash operating items: Increase in interest and dividends receivable Increase in accounts payable and accrued liabilities Increase in management fees payable Liabilities for portfolio assets purchased Increase in due from Timbercreek Asset Management Ltd.

$

3,468,185 (2,536,724) (465,616) 16,226 7,031 1,832,947 (54,458) 2,267,591

Financing activities: Net proceeds from issue of units Distributions to unitholders

59,663,459 (379,892) 59,283,567

Investing activities: Proceeds from sale of investments Purchase of investments Net payments from maturity of forward contracts

35,309,163 (104,949,243) (143,795) (69,783,875) (271,447) $ (8,504,164)

Net foreign exchange loss on cash accounts Increase in margin facility, being margin facility, end of period

Non cash item: Proceeds from issue of units in the form of securities

$

1,167,856

F-7

TIMBERCREEK GLOBAL REAL ESTATE FUND
Statement of Investments December 31, 2010

Description Common equities: Australia: Charter Hall Retail REIT Canada: Artis Real Estate Investment Trust Dundee Real Estate Investment Trust Innvest Real Estate Investment Trust Leisureworld Senior Care Corp. Transglobe Apartment Real Estate Investment Trust France: Societe de La Tour Eiffel SA Hong Kong: Fortune Real Estate Investment Trust Japan: Fukuoka REIT Corp. Netherlands: VastNed Offices/Industrial New Zealand: Amp Nz Office Ltd. Kiwi Income Property Trust Singapore: Alms Amp Cap Industrial REIT Suntec Real Estate Trust Cache Logistics Trust South Africa: Redfine Properties Ltd. United States of America: Apollo Commercial Real Estate Finance Inc. Medical Properties Trust Inc. Starwood Property Trust Inc. Total common equities

Number of shares/units

Average cost

Fair value

% of net assets

1,085,000 $

3,108,859

$

3,225,228

5.14

241,500 76,900 251,000 232,400 230,887

2,910,967 1,922,648 1,645,781 2,373,526 2,323,213 11,176,135 394,652

3,190,215 2,320,073 1,679,190 2,484,356 2,396,607 12,070,441 453,146

5.08 3.70 2.67 3.96 3.82 19.23 0.72

5,870

1,600,000 175 146,959 6,271,408 3,583,648

826,904 1,333,630 2,288,653 3,568,972 2,651,600 6,220,572

820,934 1,360,247 2,456,470 3,738,600 2,774,460 6,513,060

1.31 2.17 3.91 5.96 4.42 10.38

6,050,000 1,634,300 2,770,000

989,757 1,800,035 2,126,194 4,915,986 1,822,609

1,008,211 1,887,451 2,061,146 4,956,808 2,003,551

1.61 3.01 3.28 7.90 3.19

1,669,000

186,000 170,000 201,324

3,195,292 1,781,061 4,064,945 9,041,298 41,129,298

3,024,678 1,832,849 4,299,165 9,156,692 43,016,577

4.82 2.92 6.85 14.59 68.54

F-8

TIMBERCREEK GLOBAL REAL ESTATE FUND
Statement of Investments (continued) December 31, 2010
Number of shares/units Average cost Fair value % of net assets

Description Preferred shares: United States of America: Apartment Investment and Management Co. Preferred Series U 7.75% Apartment Investment and Management Co. Preferred Series V 8% Ashford Hospitality Trust, Inc. Preferred Series D 8.45% CBL & Associates Properties, Inc. Preferred Series C 7.75% CBL & Associates Properties, Inc. Preferred Series D 7.375% Cedar Shopping Centres Preferred Series A 8.875% Corporate Office Properties Trust Preferred Series G 8% Developers Diversified Realty Corp. Preferred Series G 8% DuPont Fabros Technology, Inc. Preferred Series A 7.8750% Entertainment Properties Trust Preferred Series B 7.75% Glimcher Realty Trust Preferred Series G 8.125% HCP Inc. Preferred Series F 7.1% Hudson Pacific Properties Kite Realty Group Trust Preferred Series A 8.25% LaSalle Hotel Properties Preferred Series E 8% Omega Healthcare Investors, Inc. Preferred Series D 8.3750% SL Green Realty Corp. Preferred Series D 7.875% Taubman Centers, Inc. Preferred Series G 8% Total preferred shares Total equities

40,000

1,043,780

1,000,568

1.59

14,000

366,097

348,249

0.55

60,000

1,429,897

1,394,031

2.22

31,959

804,255

772,092

1.23

102,500 65,400 9,653 31,113

2,385,466 1,743,461 248,747 806,278

2,403,898 1,633,326 242,326 764,343

3.83 2.60 0.39 1.22

85,000 59,635 33,000 14,100 35,000 40,000 24,123

2,148,375 1,529,567 814,517 355,668 883,663 1,026,400 629,918

2,110,143 1,443,678 794,616 344,706 869,927 990,622 597,419

3.36 2.30 1.27 0.55 1.39 1.58 0.95

44,600 23,028 48,744

1,182,602 600,362 1,270,734

1,142,248 573,736 1,228,018

1.82 0.91 1.96

19,269,787
60,399,085

18,653,946
61,670,523

29.72
98.26

F-9

TIMBERCREEK GLOBAL REAL ESTATE FUND
Statement of Investments (continued) December 31, 2010
Number of shares/units Average cost Fair value % of net assets

Description
Private direct real estate: Canada: TC Core 2 LP (note 3(c)) Timbercreek Canadian Direct LP (note 3(d)(e))

2,400,000 571,500

2,400,000 5,715,000

2,397,507 5,715,000

3.82 9.10

Mortgage investments Canada:
Multi-Family Loan Portfolio (note 3(b)) Total direct real estate Total investments Commissions and other portfolio transactions costs Total net investments Foreign exchange forward contracts*: Unrealized gain Other liabilities, net Net assets *Foreign Exchange Forward Contracts Notional value Fair value Unrealized gain (loss) $ $ N/A 3,410,000 11,525,000 71,924,085 3,410,000 11,522,507 73,193,030 5.43 18.35

(115,197) 71,808,888

– 73,193,030 116.61

566,872 (10,984,178) 62,775,724

0.90 (17.51) 100.00

Settlement date U.S. Dollar contracts: January 28, 2011 February 28, 2011 March 21, 2011 March 31, 2011 Euro contracts: February 28, 2011 February 28, 2011

Counterparty

CIBC World Markets CIBC World Markets CIBC World Markets CIBC World Markets

$

(4,087,280) (7,148,260) (8,160,160) (6,414,080)

$

(3,978,400) (6,962,200) (7,956,800) (6,365,440)

$

108,880 186,060 203,360 48,604 546,940 20,034 (102) 19,932

CIBC World Markets CIBC World Markets

(3,616,164) 799,242

(3,596,130) 799,140

Total unrealized gains on forward contracts Notes: U.S. Dollar spot rate = 0.9946 Euro spot rate = 1.3319

$

566,872

The accompanying notes are an integral part of these financial statements.

F-10

Timbercreek Global Real Estate Fund (the "Fund") is an investment fund which was created under the laws of the Province of Ontario pursuant to a Declaration of Trust dated August 5, 2010 (the "Declaration of Trust"). Timbercreek Asset Management Ltd. (the "Trustee" or "Manager") is the trustee, manager and portfolio advisor of the Fund. The Manager has been retained to provide fund management and portfolio advisory services pursuant to a management agreement dated August 5, 2010 (the "Management Agreement"). FSX Securities Canada Inc. (the "Global Investment Advisor"), is the global investment advisor which has been engaged to provide portfolio and investment services in respect of global real estate investments pursuant to an investment management agreement dated August 26, 2010 (the "Investment Management Agreement"). The Fund commenced active operations on August 26, 2010. The investment objectives of the Fund are to (i) provide holders of units ("Unitholders") with quarterly cash distributions initially targeted to be $0.21 per unit ($0.84 per annum representing an annual cash distribution of 7.0% based on the $12.00 per unit issue price); and (ii) preserve capital while providing the opportunity for long-term capital appreciation for Unitholders. In order to achieve its objective, the Fund invests in a globally diversified portfolio of securities issued in respect of real estate situated primarily in the world's industrialized economies. While the bulk of the portfolio will consist of publicly traded real estate securities, the Fund is able to invest up to 20% of its total assets directly in real estate where the Global Investment Advisor believes it is the most efficient way to access desired real estate. Further, the Fund is able to invest across the capital structure including corporate debt, preferred shares, public or private equity, as well as direct ownership of assets. 1. Significant accounting policies: These financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). In applying Canadian GAAP, the Manager may make estimates and assumptions that affect the reported amounts of assets, liabilities, investment income and expenses reported during the period. Actual results could differ from those estimates. Those estimates are reviewed periodically by the Manager and as adjustments become necessary, they are reported in the statement of operations in the period in which they become known. The key area of estimation where management has made a difficult or subjective judgement, often as a result of matters that are inherently uncertain, is the valuation of private direct real estate investments. Significant changes in assumptions could materially change the recorded carrying value. The Fund's financial statements are presented in Canadian dollars.

F-12

1.

Significant accounting policies (continued): A net asset value is calculated daily for each class of units. The net asset value of a particular class of units is computed by calculating the value of that class' proportionate share of the assets and liabilities of the Fund common to all classes less the assets and liabilities of the Fund attributable only to that class. Expenses directly attributable to a class are charged directly to that class. Income, realized and unrealized gains and losses from investment transactions and other expenses are allocated proportionately to each class based upon the relative net asset value of each class. (a) Financial instruments - disclosure and presentation: In accordance with The Canadian Institute of Chartered Accountants' ("CICA") Handbook Section 3862, Financial Instruments - Disclosures, the Fund is required to classify its financial instruments using a fair value hierarchy that reflects the significance of the inputs used to measure fair value into three broad levels. Investments measured at fair value are classified into one of three fair value hierarchy levels, based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The three fair value hierarchy levels are as follows: • • Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Refer to note 8 for fair value measurements analysis.

F-13

1.

Significant accounting policies (continued): (b) Valuation of investments: In accordance with Accounting Guideline 18, Investment Companies, the Fund's investments are required to be recorded at fair value as defined by CICA Handbook Section 3855, Financial Instruments - Recognition and Measurement ("Section 3855"). The net assets of the Fund for financial reporting purposes ("Net Assets") are calculated in accordance with Section 3855. (i) Public securities: Investments in securities listed on a public securities exchange or traded on an over-thecounter market are valued at the closing bid price. Securities with no available closing bid price are valued at the last sale or close price. Securities for which a closing bid price or last sale or close price are unavailable or securities for which market quotations are unreliable or not reflective of all material information are valued at their fair values as determined by the Manager using available sources of information and commonly accepted industry valuation techniques including valuation models. Short-term investments, including short-term debt instruments maturing within less than 90 days from the date of acquisition are stated at fair value, using amortized costs which approximate fair value. (ii) Private direct real estate: The Fund invests in private direct real estate investments through equity interests held in limited partnerships. These investments are recorded at net asset value per unit of the limited partnership. The real estate investments underlying the limited partnerships units are recorded at cost from the date of acquisition until receipt of the first appraisal; thereafter, they are valued at fair value based on appraisals. Appraisals for the real estate investments are obtained from qualified independent appraisers twice per year for each property following the year of acquisition. Other real estate investments including private mortgage investments held by these limited partnerships are recorded at fair value as outlined in (iii).

F-14

1.

Significant accounting policies (continued): (iii) Private mortgage investments: As there are no quoted prices in an active market for these mortgage investments, the Manager makes its determination of fair value based on its assessment of the current mortgage market for mortgage investments of same or similar terms. Typically, these mortgage investments approximate their carrying values given the mortgage investments consist of short-term loans that are repayable at the option of the borrower without yield maintenance or penalties. When collection of the principal amount of a mortgage is no longer reasonably assured, the fair value of the mortgage is reduced to the estimated net realizable value of the underlying security. Any unrealized change in the fair value of a mortgage investment is recorded in the statement of operations as an unrealized gain (loss) in value of investments. A realized change in the fair value of a mortgage as a result of a disposition or repayment is recorded as a net realized gain (loss) on sale of investments. (c) Foreign exchange forward contracts: The Fund may enter into foreign exchange contracts for hedging purposes or to establish an exposure to a particular currency. Foreign exchange contracts are valued based on the difference between the contract forward rate and the forward bid rate (for currency held) and the forward ask rate (for currency sold short), on the valuation date. Upon closing of a contract, the gain or loss is included in net realized gain (loss) on sale of investments. Outstanding settlement amounts on the close out of foreign exchange forward contracts are included in receivable for foreign exchange forward contracts or payable for foreign exchange forward contracts in the statement of net assets. (d) Other assets and liabilities: Dividends and interest receivable and due from Timbercreek Asset Management Ltd. are recorded at amortized cost which approximates their fair value. Liabilities for portfolio assets purchased, management fee payable, accounts payable, accrued liabilities and distributions payable are designated as financial liabilities and reported at amortized cost, which approximates their fair value.

F-15

1.

Significant accounting policies (continued): (e) Transaction costs: Commissions and other portfolio transaction costs which are incurred on the purchase and sale of an investment, such as fees and commissions paid to agents, advisors, brokers and dealers and exchange fees are expensed and included in commissions and other portfolio transaction costs in the statement of operations. (f) Investment transactions and income recognition: Investment transactions are accounted for on a trade date basis, that is, on the day that a buy or sell order is executed. Interest income is accrued daily and dividend income is recognized on the ex-dividend date along with withholding taxes on foreign dividends, if any. Distributions received from investment trusts are recorded when declared. Realized gains and losses from investment transactions are calculated as proceeds of disposition less their average cost. The cost of investments represents the amount paid for each security and is determined on an average cost basis, excluding transaction costs. (g) Translation of foreign currencies: The fair values of investments and other assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing on each business day, except for the historical costs of investments, which are translated at the rate of the exchange prevailing on the date of purchase. The proceeds from the sale of investments, dividends and interest income in foreign currencies are translated into Canadian dollars at the approximate rate of exchange prevailing on the dates of such transactions. Gains and losses from transactions, and the translation of foreign currencies are considered to be investment transactions and, accordingly, are included in the net realized gain or loss on sale of investments or in the net change in unrealized gain on investments. (h) Capital management: The Manager manages the capital of the Fund, which consists of the Net Assets of the Fund, in accordance with the investment objectives set out in the Fund's prospectus. The Fund is not subject to externally imposed capital requirements.

F-16

1.

Significant accounting policies (continued): (i) Net assets per unit: The net assets per unit is calculated by dividing the net assets of a particular class of units by the total number of units of that particular class outstanding at the end of the period. (j) Increase in net assets from operations per unit: Increase in net assets from operations per unit is based on the increase in net assets from operations attributed to each class of units, divided by the weighted average number of units outstanding of that class during the period. (k) Derivative transactions: The Fund may use derivative contracts to enhance returns of the Fund and to manage risks associated with its investments. The value of the contracts are marked to market on the valuation date and the resultant gains and losses, both realized and unrealized, are recognized in the statement of operations. (l) Future accounting standards issued and not yet adopted: International Financial Reporting Standards: The Canadian Accounting Standards Board ("AcSB") has extended the deferral of mandatory adoption of International Financial Reporting Standards ("IFRS") to fiscal periods beginning on or after January 1, 2013 for entities applying Accounting Guidelines 18, Investment Companies. The Manager intends to have the Fund adopt IFRS on January 1, 2013. The Manager has developed an IFRS changeover plan, which addresses key elements of the conversion to IFRS and includes identifying and assessing the impact of the significant differences between IFRS and Canadian GAAP that are expected to impact financial reporting.

F-17

1.

Significant accounting policies (continued): Based on the Manager's current evaluation of the differences between Canadian GAAP and IFRS, the adoption of IFRS is not expected to have a significant impact on the calculation of net asset value per unit. IFRS is expected to have an impact on the presentation of unitholders' equity and result in additional disclosure in the accompanying notes. The Manager continues to monitor changes to IFRS. The current assessment and IFRS changeover plans may change if new standards are issued or if interpretations of existing standards are revised.

2.

Liabilities for portfolio assets purchased: Liabilities for portfolio assets purchased represent amounts owed for unsettled trades.

3.

Related party transactions: (a) Timbercreek Asset Management Ltd. (i) Management fee: The Fund has entered into a management agreement whereby the Fund pays the Manager a management fee in years where the Fund earns a positive Total Return (as defined below) for that year. The Manager will charge a fee, plus applicable taxes, (the "Management Fee") of: • • 0% of net asset value per annum in years in which the Total Return is negative; 1.25% of net asset value per annum in years in which the Total Return is between 0% and 7.99%; 1.5% of net asset value per annum in years in which the Total Return is between 8% and 11.99%; and 1.8% of net asset value per annum in years in which the Total Return is in excess of 12%.

F-18

3.

Related party transactions (continued): Total Return means the return generated on the units, including income from distributions declared, as well as the appreciation or depreciation in the net asset value per unit, over the calendar period, calculated on December 31 of each year. The Management Fee shall not be paid in respect of the net asset value of the Fund invested in assets or securities for which the Manager and/or its affiliates is paid an investment management fee. The Management Fee is calculated and accrued daily based on the year-to-date annualized Total Return, paid monthly in arrears. In circumstances where the application of this graduated Management Fee applied to the Total Return would result in returns to investors being lower than they would have been under a lower Management Fee, the Management Fee shall be reduced until investors would receive a return at least equal to that they would have received had the Total Return of the Fund implied a lower percentage Management Fee. In consideration for the portfolio advisory services received from the Manager, the Fund incurred a management fee of $448,718. (ii) Service fee: The Fund pays the Manager who will pay to each registered dealer a service fee (the "Service Fee") equal to 0.40% annually of the net asset value per Class A unit for each unit held by clients of such registered dealer, plus applicable taxes. The Service Fee is calculated and payable at the end of each calendar quarter, commencing on September 30, 2010. There is no service fee applicable to the Class B units or Class I units. During the period ended December 31, 2010, the Fund incurred service fees of $81,330 pertaining to Class A units.

F-19

3.

Related party transactions (continued): (b) Timbercreek Mortgage Investment Corporation: The Fund and Timbercreek Mortgage Investment Corporation ("TMIC") are related by virtue of common management. As at December 31, 2010, the Fund and TMIC have co-invested in a private direct mortgage investment secured by a portfolio of multi-family and commercial properties. The Fund has co-invested in private direct mortgages through the Fund directly totaling $3.4 million and through Timbercreek Canadian Direct LP totaling $3.6 million. The Manager is responsible for the day-to-day operations, providing all general management and administration services and management and administration of the TMIC's mortgage loan portfolio. During the period ended December 31, 2010, the Fund received interest income on this investment of $17,836. (c) TC Core 2 LP: In August 2010, the Fund invested $2,400,000 in TC Core 2 LP, a limited partnership formed for the purpose of acquiring an 11.22% interest in RESTIER LP ("RESTIER"). RESTIER is a limited partnership formed for the purpose of acquiring core, multi-family real estate located throughout Canada. The Manager is the general partner of TC Core 2 LP and is the asset manager, property manager and general partner of RESTIER, all related parties by virtue of common management. During the period ended December 31, 2010, the Fund received partnership distributions from TC Core 2 LP of $25,496. (d) Timbercreek Canadian Direct LP: In December 2010, the Fund invested $5,715,000 in Timbercreek Canadian Direct LP ("TCD LP"), a limited partnership formed for the purpose of co-investing in direct multi-family real estate and private mortgage investments. TCD LP has retained the Manager to provide fund management and investment advisory services. TCD LP and the Fund are related parties by virtue of common management. All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

F-20

4.

Operating expenses: The Fund is responsible for its operating expenses relating to the carrying on of its business, including legal, audit, unitholder reporting, transfer agency services and the cost of financial and other reports in compliance with all applicable laws, regulations and policies. Such expenses are calculated and accrued daily based on the average net asset value of each series. The Manager pays for such expenses on behalf of the Fund, except for certain expenses such as interest and taxes, and is then reimbursed by the Fund. As at December 31, 2010, $54,458 is payable by the Manager to the Fund for reimbursement of certain expenses no longer required to be borne by the Fund.

5.

Margin facility: The Fund may utilize various forms of leverage including a margin facility that will allow the Fund to borrow funds from time to time that the Manager determines appropriate. The aggregate amount of leverage by the Fund may not exceed 25% of the aggregate value of the assets of the Fund (the "Total Assets") at the time of use of the leverage. In the event that the leverage exceeds 25% of Total Assets, the Manager will take reasonable measures to reduce the total borrowings such that it is below 25% of the Total Assets of the Fund. The Fund has provided the prime broker interest in all of the assets of the Fund as collateral for leverage purposes. For the period ended December 31, 2010, the Fund's highest and lowest borrowings were approximately $13.8 million and nil, respectively (21% and 0%, respectively of Total Assets).

6.

Units of the Fund: The Fund is authorized to issue an unlimited number of redeemable units of three classes, Class A units, Class B units and Class I units, each of which represents an equal, undivided, beneficial interest in the Net Assets of the Fund. Each unit of each class entitles the holder to one vote and to participate equally with respect to any and all distributions made by the Fund. The Class I units automatically convert into Class B units on the first business day after four months from the date of issuance.

F-21

6.

Units of the Fund (continued): During the period, the Class A units, Class B units and Class I units issued and outstanding changed as follows: Class A units Units issued on commencement of operations, August 26, 2010 Exchanged Redeemed Units outstanding, December 31, 2010 (a) Redemptions: Subject to suspension of redemptions by the Trustee in certain circumstances as outlined in the Declaration of Trust, a unitholder is entitled to require payment of the redemption price of all or any of their units by giving written notice to the Registrar and Transfer Agent as follows: (i) Annual: Commencing in 2012, Class A units and Class B units may be redeemed on the last business day in February of each year at a redemption price per Class A unit equal to the net asset value per Class A unit and a redemption price per Class B unit equal to the net asset value per Class B unit. Units must be surrendered for annual redemption by February 1 of such year. Class B units Class I units

4,452,318 68,982 – 4,521,300

211,777 663,950 – 875,727

723,517 (723,517) – –

F-22

6.

Units of the Fund (continued): (ii) Monthly: Class A units may be surrendered for redemption on the last business day of any month, other th than February (the "Redemption Date"), by the 15 day of such month. Payment of the proceeds of redemption will be made on or before the last business day of the following month (the "Redemption Payment Date"). Unitholders whose Class A units are surrendered for redemption will be entitled to receive a redemption price per Class A unit (the "Class A Monthly Redemption Price") equal to the lesser of: (i) 95% of the Trading Price (as defined below) of the Class A units; and (ii) the Market Price (as defined below). Any declared and unpaid distributions payable on or before a Redemption Date in respect of Class A units tendered for redemption on such Redemption Date will also be paid on the Redemption Payment Date. Trading Price means the weighted average trading price on the TSX or such other exchange on which the Class A units may be listed (the "Exchanges") for the ten trading days immediately preceding the relevant Redemption Date. Market Price means the closing price of the Class A units on the Exchanges on the Redemption Date or, if there was no trade during the relevant period preceding a monthly Redemption Date, the average of the last bid and the last ask price of the Class A units on the Exchange for each day during the relevant period. The Class B units are redeemable monthly on the same terms as the Class A units, provided that the redemption price per Class B unit will be equal to the lesser of: (i) 95% of the Trading Price of the Class A units multiplied by the Class B Exchange Ratio; and (ii) the Market Price multiplied by the Class B Exchange Ratio. The Class B Exchange Ratio is determined by dividing the net asset value per Class B unit by the net asset value per Class A unit on such date. (b) Distributions: The Fund intends to pay distributions to Unitholders on a quarterly basis within 15 days following the end of each calendar quarter end. For the period ended December 31, 2010, the Fund declared distributions of $0.280 per Class A unit for a total of $1,265,964 and $0.295 per Class B unit for a total of $204,995 and $0.073 per Class I unit for a total of $52,817. As at December 31, 2010, $1,143,884 was payable to the Unitholders.

F-23

7.

Financial instrument risks: In the normal course of business, the Fund is exposed to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate risk, market price risk and currency risk). The value of investments within the Fund's portfolio can fluctuate on a daily basis as a result of changes in interest rates, economic conditions and the market and company news related to specific securities within the Fund. The level of risk depends on the Fund's investment objective and the type of securities in which it invests. (a) Risk management: The Manager seeks to minimize the potential adverse effects of risk on the Fund's performance by retaining professional, experienced portfolio advisors and analysts situated around the world, monitoring the Fund's positions and market events, and diversifying the investment portfolio within the parameters of the investment objective. To assist in managing risk, the Manager and Global Investment Advisor use internal guidelines that identify the target exposures for each type of security and private real estate investments, while adhering to the investment restrictions of the Fund. (b) Credit risk: Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Fund. The maximum exposure to credit risk is represented by the total assets of the Fund. For publically traded securities, the Fund minimizes the concentration of risk by trading with a large number of brokers and counterparties recognized on the Exchanges. The risk of default is considered minimal as all transactions are settled and paid for upon delivery using approved brokers. Credit risk may arise on private direct mortgage investments where there is a possibility that a borrower may be unable to honour its mortgage commitments that could result in a loss to the Fund. The Fund mitigates this risk by: (i) adhering to the investment restrictions and investment objectives of the Fund; (ii) ensuring a comprehensive due diligence process is conducted on each mortgage prior to funding. This generally includes, but is not limited to, (a) engaging professional independent consultants, lawyers and appraisers, and (b) performing credit checks on prospective borrowers; and (iii) actively monitoring the mortgage portfolio and initiating recovery procedures where required.

F-24

7.

Financial instrument risks (continued): The Fund currently uses only one counterparty. Therefore, the credit risk related to the forward agreement is concentrated in that one counterparty. The Fund is exposed to credit risk in preferred share securities which are disclosed in the Fund's statement of investments. The Fund's credit risk exposure by credit ratings of the invested portfolio is listed as follows: Percentage of net assets P - 1 - Best credit P - 2 - Second best credit P - 3 - Third best credit Unrated Total 8.95% 3.36% 1.27% 16.14% 29.72%

Certain preferred share securities are unrated. Given the nature of the real estate industry, many companies traditionally obtain debt financing through mortgages secured by real property and in certain circumstances will issue publicly listed debentures. For those companies which do not have public debt securities, they are typically not rated by the rating agencies. As such, to minimize the risk associated with a fixed return, preferred share investment, the Global Investment Advisor conducts a thorough analysis of the issuer to determine their creditworthiness. (c) Liquidity risk: Liquidity risk is defined as the risk that the Fund may not be able to settle or meet its obligation associated with financial liabilities. The Fund's exposure to liquidity risk is concentrated in the periodic cash redemptions of units. The Fund primarily invests in securities that are traded in active markets and can be readily disposed of.

F-25

7.

Financial instrument risks (continued): The Fund may employ the use of derivatives to moderate certain risk exposures. There is no guarantee that a market will exist for some derivatives and it is possible that the Exchanges may impose limits on trading of derivatives. The Fund may invest in illiquid private direct real estate investments, including real property and mortgage investments, and it is possible that it may not be able to sell such positions without facing adverse pricing. To minimize this risk, the Manager seeks to acquire stabilized, income-producing, multi-family properties in primary and secondary markets across Canada. In addition, the Fund is restricted to 20% of the Fund's total assets in private direct ownership investments. In addition, the Fund has the ability to borrow up to 25% of the net asset value of the Fund to enhance investment returns and maintain liquidity. (d) Market risk: (i) Interest rate risk: Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. Interest rate risk arises when the Fund invests in interest-bearing financial instruments. The Fund is exposed to the risk that the value of such financial instruments will fluctuate due to changes in the prevailing levels of market interest rates. There is minimal sensitivity to interest rate fluctuations on any cash and cash equivalents invested at short-term market interest rates. In addition, all of the mortgage investments of the Fund bear interest at fixed rates. (ii) Market price risk: Market price risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). All investments present a risk of loss of capital. The most significant exposure to other price risk for the Fund arises from its investment in public securities.

F-26

7.

Financial instrument risks (continued): If equity prices on the respective stock exchanges for these securities have increased or decreased by 5% at December 31, 2010 with all other variables held constant, the net assets of the Fund would have increased or decreased, respectively, by approximately $3.1 million (approximately 4.9% of total net assets). In practice, the actual results may differ from this sensitivity analysis and the difference could be material. The Manager aims to moderate this risk through careful selection and diversification of securities and other financial instruments in accordance with the Fund's investment objective and strategy. The Fund's overall market positions are monitored on a regular basis by the Manager. Financial instruments held by the Fund are susceptible to market price risk arising from uncertainties about future prices of the instruments. (iii) Currency risk: Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Currency risk arises from financial instruments (including cash and cash equivalents) that are denominated in a currency other than Canadian dollars, which represents the functional currency of the Fund. The Fund may enter into foreign exchange forward contracts for hedging purposes to reduce its foreign currency exposure or to establish exposure to foreign currencies. The Fund's investments in private direct real estate are all situated within Canada and transacted in Canadian dollars and, therefore, not subject to currency risk.

F-27

7.

Financial instrument risks (continued): The table below indicates the currencies (excluding Canadian dollars) to which the Fund had exposure as at the period end in Canadian dollar terms, including the underlying principal forward exchange contracts, if any:
Foreign currency financial instruments Foreign exchange forward contracts

Net foreign currency exposure

Percentage of net assets

United States Dollar Euro Australian Dollar Hong Kong Dollar Japanese Yen New Zealand Dollar Singapore Dollar South African Rand

$ 30,249,732 $ (25,262,840) $ 4,986,892 2,909,616 (2,796,990) 112,626 3,225,228 – 3,225,228 820,934 – 820,934 1,360,247 – 1,360,247 6,513,060 – 6,513,060 4,971,615 – 4,971,615 2,003,551 – 2,003,551

7.9% 0.2% 5.1% 1.3% 2.2% 10.4% 7.9% 3.2%

As at December 31, 2010, if the Canadian dollar had strengthened or weakened by 1.0% in relation to the foreign currencies listed above with all other variables being held constant, the Fund's Net Assets would have increased or decreased, respectively, by approximately $239,942 (approximately 0.38% of total Net Assets). In practice, the actual results may differ from this sensitivity analysis and the differences could be material. 8. Classification of financial instruments - fair value measurements: The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy at December 31, 2010: Level 1 Financial assets: Equities Forward contracts Mortgage investments Private direct real estate Level 2 Level 3 Total

$ 61,670,523 – – – $ 61,670,523

$

– 566,872 – –

$

– – 3,410,000 8,112,507

$ 61,670,523 566,872 3,410,000 8,112,507 $ 73,759,902

$

566,872

$ 11,522,507

F-28

8.

Classification of financial instruments - fair value measurements (continued): During the period ended December 31, 2010, no financial instruments were transferred between any levels. The following table shows a reconciliation of the opening and closing balance of financial instruments recorded in Level 3:
Beginning of period, August 26, 2010 Financial assets: Mortgage investments Direct real estate private equity Total End of period, December 31, 2010

Realized fair value gain/loss

Unrealized fair value gain/loss

Net advances and repayments

$

– –

$

– –

$

– (2,493)

$

3,410,000 8,115,000

$

3,410,000 8,112,507

$

$

$ (2,493)

$ 11,525,000

$

11,522,507

9.

Comparison of net asset value and net assets: In accordance with National Instrument 81-106, the net asset value per unit compared to the net assets per unit and an explanation of the differences between such amounts are required in the notes to the financial statements. The difference between the net asset value per unit and the net assets per unit in the statement of net assets is due to different pricing methodologies used to calculate the net assets for financial reporting purposes and the net asset value for fund pricing purposes. Specifically, for investments that are traded in an active market where quoted prices are readily and regularly available, Section 3855 requires bid prices (for investments held) and ask prices (for investments sold short) to be used in the fair valuation of investments, rather than the use of closing sale prices currently used for the purpose of determining net asset value. For investments that are not traded in an active market, Section 3855 requires the use of specific valuation techniques, rather than the use of valuation techniques by virtue of general practice in the investment funds industry. Additional information on net asset value is described in note 1.

F-29

9.

Comparison of net asset value and net assets (continued): These changes account for the difference between net asset value and net assets. The impact of Section 3855 on the Fund is as follows: Net asset value per unit December 31, 2010: Class A Class B Net assets per unit

$

11.61 12.00

$

11.57 11.95

10.

Income taxes: The Fund has qualified and is expected to continue to qualify as a mutual fund trust under the Income Tax Act (Canada) (the "Act") and, accordingly, is not taxed on the portion of taxable income that is paid or made payable to unitholders. Income tax on net realized capital gains not paid or made payable to unitholders may be recoverable to the Fund in future periods. It is the intention of the Fund to distribute all of its income and sufficient net realized capital gains so that the Fund will not be subject to income tax. If the Fund acquires non-portfolio property, as defined in the Act, it will be subject to tax at a rate similar to the corporate tax rate on the taxable income earned from and net realized capital gains from the disposition of the property. At December 31, 2010, the Fund does not hold any non-portfolio property. Non-capital losses are available to be carried forward for 20 years and applied against future years' taxable income. Capital losses for income tax purposes may be carried forward indefinitely and applied against future capital gains. As of December 31, 2010, there were no non-capital losses and no capital losses.

Approved by the Manager: TIMBERCREEK ASSET MANAGEMENT LTD.

(Signed) R. BLAIR TAMBLYN Director

(Signed) UGO BIZZARRI Director

F-30

TIMBERCREEK GLOBAL REAL ESTATE FUND ANNUAL MANAGEMENT REPORT OF FUND PERFORMANCE

   

 

ANNUAL MANAGEMENT REPORT OF FUND PERFORMANCE 
  FOR THE PERIOD FROM AUGUST 26, 2010 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2010 

 
  This annual management report of fund performance contains financial highlights but does not contain the complete  annual financial statements of Timbercreek Global Real Estate Fund (the “Fund”).  You can get a copy of the annual  financial statements at your request, at no cost, by any of the following:    Phone:   Calling the Fund at (416) 306‐9967 ext. 250 (collect if long distance), Carrie Morris, Vice President –  Investor Relations    Internet:   Visiting SEDAR at www.sedar.com; or    Mail:     Writing to the Fund at:  Timbercreek Global Real Estate Fund  Attention: Investor Relations  1000 Yonge Street, Suite 500      Toronto, Ontario      M4W‐2K2    Unitholders may also contact us using one of these methods to request a copy of the Fund’s proxy voting policies and  procedures, proxy voting disclosure record, or quarterly portfolio disclosure. 

                               
 

F-31

Forward‐Looking Statements 
  This document may contain forward‐looking statements relating to anticipated future events, results, circumstances,  performance or expectations that are not historical facts but instead represent our beliefs regarding future events.   These  statements  are  typically  identified  by  expressions  like  “believe”,  “expects”,  “anticipates”,  “would”,  “will”,  “intends”, “projected”, “in our opinion” and similar expressions.  By their nature, forward‐looking statements require  us  to  make  assumptions  which  include,  among  other  things,  that  (i)  the  Fund  will  have  sufficient  capital  under  management to effect its investment strategies and pay its targeted distributions, (ii) the investment strategies will  produce the results intended by the Manager, (iii) the markets will react and perform in a manner consistent with the  investment strategies and (iv) the Fund is able to acquire publicly traded real estate securities and invest in private  direct real estate that will generate returns that meet and or exceed the Fund’s targeted investment returns.  Forward‐ looking statements are subject to inherent risks and uncertainties.  There is significant risk that forecasts and other  forward‐looking statements will prove not to be accurate.  We caution readers of this document not to place undue  reliance on our forward‐looking statements as a number of factors could cause actual future results, conditions, actions  or events to differ materially from the targets, expectations, estimates or intentions expressed or implied in the  forward‐looking statements.  Actual results may differ materially from management expectations as projected in such  forward‐looking statements for a variety of reasons, including but not limited to, general global market conditions,  general risks relating to real estate and the risks detailed from time to time in the Fund’s prospectus.    We caution that the foregoing list of factors is not exhaustive and that when relying on forward‐looking statements to  make decisions with respect to investing in the Fund, investors and others should carefully consider these factors, as  well as other uncertainties and potential events and the inherent uncertainty of forward‐looking statements.  Due to  the potential impact of these factors, the Fund and the Manager do not undertake, and specifically disclaim any  intention or obligation to update or revise any forward‐looking statements, whether as a result of new information,  future events or otherwise, unless required by applicable law.                                                  

F-32

MANAGEMENT DISCUSSION OF FUND PERFORMANCE  
  This  management  discussion  of  the  Fund’s  performance  is  based  on  the  views  of  the  Fund’s  management  as  of  December 31, 2010 and is not intended to provide legal, accounting, tax or investment advice.   

 

Investment Objectives and Strategies 
 
The Fund is an investment fund which was created under the laws of the Province of Ontario pursuant to a Declaration  of Trust dated August 5, 2010.  The Fund commenced operations on August 26, 2010 when it completed an initial  public offering (the “IPO”) of Class A units and Class B units and issued Class I units through a private placement.    Timbercreek Asset Management Ltd., (the “Trustee” or “Manager”), is the trustee, manager and portfolio advisor of  the Fund.  FSX Securities Canada, Inc., is the global investment advisor (the “Global Investment Advisor”) which has  been engaged to provide portfolio management services in respect of the global real estate investments.    The fundamental investment objectives of the Fund are to:    • Provide unitholders with quarterly cash distributions targeted to be $0.21 per unit ($0.84 per annum); and  • Preserve capital while providing the opportunity for long‐term capital appreciation for unitholders.    The Fund intends on meeting its investment objectives by investing in a globally diversified portfolio of securities issued  in respect of real estate situated primarily in the world's industrialized economies.  While the bulk of the portfolio  consists of publicly traded real estate securities, the Fund intends to invest up to 20% of its total assets directly in  Canadian real estate or mortgages secured by Canadian real estate where the Global Investment Advisor believes it is  the most efficient way to access desired real estate.  Further, the Fund invests across the capital structure including  corporate debt, preferred shares, public or private equity, as well as direct ownership of real estate assets. 

 

Risk 
 
The risks associated with investing in the Fund remain as disclosed in its prospectus dated August 5, 2010.  Any changes  to the Fund from August 26, 2010 (commencement of operations) to December 31, 2010 (the “Period”) have not  affected the overall risk of the Fund. 

 

Results of Operations 
 
During the Period, the Fund generated a total return of 9.3% on a gross basis and 6.1% on a net of management fee  1 basis .  This includes two quarterly distributions paid to unitholders during the Period of approximately $1.5 million, or  $0.28 per Class A unit and $0.295 per Class B unit.  This equates to an annualized cash distribution of approximately 7%  based on the $12.00 per unit issue price, in line with the Fund’s initial targeted distribution outlined in the August 5,  2010 prospectus.    Consistent with the Fund’s investment philosophy and objectives, the Manager invested the net proceeds of the IPO  and Class I private placement into a globally diversified portfolio of real estate securities across the capital structure  including common equities, preferred shares and direct real estate investments.      From a common equities perspective, the Fund invested in companies that own high‐quality real estate located in  major international urban markets, pay an attractive and stable distribution with the potential to generate capital  gains, balance sheets that are conservatively financed and whose real estate trades at an underlying discount to the 
1

 The total return is calculated as the weighted average return generated on all classes of units, including income from distributions declared, as  well as the appreciation or depreciation in net asset value per unit, over the calendar period, calculated on December 31, 2010.  

F-33

long‐term value of the underlying assets.  As at December 31, 2010 approximately 60% of the Fund’s total investments  were invested in publicly listed real estate companies with exposures to Singapore, Japan, Hong Kong, New Zealand,  Australia, South Africa, the Netherlands, France, Canada and the United States.  Based on the Fund’s common equity  holdings at December 31, 2010, the Global Investment Advisor expects equity securities to generate over an 8.5%  annualized yield.    Approximately 26% of the investments of the Fund are invested in preferred shares.  The Manager believes there is a  pricing inefficiency in the U.S. REIT preferred market.  The publicly traded securities of U.S. REIT’s are generating yields  in excess of 200 to 300 basis points higher than where the underlying assets are trading in the private market as well as  where similar preferred securities are trading in other developed markets, such as Canada.  Based on the Fund’s  preferred share holdings at December 31, 2010 the Fund’s investment in preferred shares is expected to generate over  an 8% annualized yield.  The Manager has a constructive view of preferred shares, due to the low correlations exhibited  relative  to  equity  securities  which  reduce  overall  portfolio  volatility  while  providing  high  current  income  and  transparency of the underlying distributions.    Approximately 16% of the investments of the Fund are invested in direct real estate and mortgage investments.  The  Manager  believes  the  Fund  has  a  competitive  advantage  based  on  its  relationship  with  the  Manager,  who  is  an  experienced portfolio manager and investor in Canadian multi‐residential real estate, as well as one of the most active  entities in the customized lending sector in Canada.  The Fund’s direct real estate investments are focused on multi‐ residential buildings, or direct mortgages that are secured by income‐producing assets where interest on the loan can  be serviced from  cash flows generated by the underlying assets.  As of Period end, the Fund’s direct real estate  investments are targeted to deliver an 8% yield.    From inception of the Fund to December 31, 2010, net assets have increased to $62.7 million. The increase is attributed  to the net proceeds from issuance of Class A units and Class B units on IPO and Class I units issued under private  placement of $60.8 million, plus investment performance of $3.5 million less distributions to unitholders of $1.5  million.  Although there were no redemptions of units during the Period, there were exchanges of Class B units into  68,892 Class A units and the automatic conversion of all existing Class I units on December 29, 2010 into Class B units.   As a result of the automatic exchange, there are no Class I units outstanding at year end.  The investment performance  of the Fund includes earned income and expenses and an unrealized gain on value in the investments.  The Fund’s  expenses are greater for the  Period due to certain expenses of the  Fund being incurred over a short fiscal year,  including audit fees, and unitholder reporting costs.    Borrowing    The Fund may utilize various forms of leverage including a margin facility that will allow the Fund to borrow funds from  time to time that the Manager determines appropriate.  The aggregate amount of leverage employed by the Fund may  not exceed 25% of the aggregate value of the total assets of the Fund (the “Total Assets”) at the time of use of the  leverage.      During the Period, the minimum and maximum amount of leverage utilized by the Fund was nil and $13.8 million (0%  and 21%, respectively as a percentage of Total Assets).  As at December 31, 2010 the amount of leverage utilized by the  Fund was approximately 11% of Total Assets, well below the maximum threshold of the Fund.  The Fund utilizes  leverage as a yield enhancement tool, which is attained through a margin agreement with its prime broker. 

   

Recent Developments 
 
Global equity markets staged an impressive rally during the fourth quarter of 2010.  Continued improvement across  world economies coupled with the United States Federal Reserve’s announcement of a second quantitative easing  program (“QE2”) provided greater confidence to the public markets, causing share prices around the globe to increase  and economic activity to accelerate.  It is a belief of many economists that businesses will use their new found levels of 

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corporate profitability to accelerate the pace of new hires, thereby stimulating the global economy even further in the  months and years to come.      The Global Investment Advisor believes that some of the key issues going forward will be how (i) the European Union  navigates their sovereign debt issues, (ii) how the United States tackles its fiscal imbalances across all three levels of  government (local, state and federal), and (iii) how monetary policy tightening in China resulting from increased  inflation will impact global growth.    The Global Investment Advisor believes real property fundamentals have bottomed in most global markets and a  recovery of underlying demand trends in many major markets around the world has begun.  New supply of real estate  is relatively muted.  Over time, this should lead to strong growth in cash flow, healthy dividend increases, increased  acquisition activity, continued growth in securitization of real estate.  As well, there is an increased focus on new  legislation supporting the creation of real estate investment trusts around the world.  Companies with excess balance  sheet capacity have begun to put capital to work in accretive ways. The Global Investment Advisor believes the Fund’s  holdings are well positioned to benefit from a recovery in property fundamentals and underlying economic trends.    Other Developments    Harmonized Sales Tax (“HST”)     Effective July 1, 2010, the Canadian Goods and Services Tax (“GST”) was replaced by the Harmonized Sales Tax (“HST”)  in certain provinces and is imposed at a higher rate than the GST. Since the applicable HST is being paid by the Fund, it  will result in an overall increase in expenses incurred by the Fund.    Future Accounting Change    The Accounting Standards Board of the CICA (“AcSB”) has confirmed that Canadian GAAP for publically accountable  enterprises will be converged with International Financial Reporting Standards (“IFRS”) effective January 1, 2011, which  includes investment funds.  In January, 2011 the AcSB extended the deferral of mandatory adoption of IFRS to fiscal  periods beginning on or after January 1, 2013 for entities applying Accounting Guidelines 18, Investment Companies.  The   Manager intends to have the Fund adopt IFRS on January 1, 2013.    The Manager has developed an IFRS changeover plan, which addresses key elements of the conversion to IFRS and  includes identifying and assessing the impact of the significant differences between IFRS and Canadian GAAP that are  expected to impact financial reporting.    Based on the Manager’s current evaluation of the differences between Canadian GAAP and IFRS, the adoption of IFRS is  not expected to have a significant impact on the calculation of net asset value per unit. IFRS is expected to have an  impact on the presentation of unitholders’ equity and result in additional disclosure in the accompanying notes. The  Manager continues to monitor changes to IFRS. The current assessment and IFRS changeover plans may change if new  standards are issued or if interpretations of existing standards are revised.   

 

Related Party Transactions 
 
Manager and Portfolio Advisor    Timbercreek Asset Management Ltd., is the Manager, Trustee and Portfolio Advisor of the Fund and is a related party  by virtue of common management.     

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The Manager provides and arranges for the provision of all general management and administration services required  by the Fund in its day‐to‐day operations including bookkeeping, coordinating capital markets activities and other  administrative services of the Fund.    Pursuant to the Management Agreement, the Fund pays the Manager a management fee in years where the Fund  earns a positive Total Return (as defined below) for that year.  The Manager will charge a fee, plus applicable taxes,  (the "Management Fee") subject to certain restrictions of:    •  0% of net asset value per annum in years in which the Total Return is negative;  •  1.25% of net asset value per annum in years in which the Total Return is between 0% and 7.99%:  •  1.5% of net asset value per annum in years in which the Total Return is between 8% and 11.99%; and  •  1.8% of net asset value per annum in years in which the Total Return is in excess of 12%.    Total Return means the return generated on the units, including income from distributions declared, as well as the  appreciation or depreciation in the net asset value per unit, over the calendar period, calculated on December 31 of  each year.  During the Period, the Manager earned compensation relating to management fees of $448,718.      The Fund also pays a fee to the Manager equal to 0.40% annually of the net asset value per Class A unit for each unit  held by clients of such registered dealer, plus applicable taxes. The Manager will pay to each registered dealer a service  fee (the “Service Fee”) equal to 0.40% annually of the net asset value per Class A unit for each Class A unit held by  clients of such registered dealer (calculated and pair at the end of each calendar quarter), plus applicable taxes. This  Service Fee is reflected in the calculation of the net asset value for the Class A units. There is no service fee applicable  to Class B units.  During the Period, the Fund paid Service Fees on Class A units of $81,330.      The Fund and Timbercreek Mortgage Investment Corporation (“TMIC”) are related by virtue of common  management.  As at December 31, 2010, the Fund and TMIC have co‐invested in a private direct mortgage  investment secured by a portfolio of multi‐family and commercial properties.  The Fund has co‐invested in private  direct mortgage investments through the Fund directly totalling $3.4 million and through Timbercreek Canadian  Direct LP (“TCD LP”) totalling $3.6 million.  The Manager is responsible for the day‐to‐day operations, providing all  general management and administration services and management and administration of TMIC`s mortgage loan  portfolio.  During the Period, the Fund received interest income of $17,836 on this investment.    In August, 2010, the Fund invested $2,400,000 in TC Core 2 LP, a limited partnership formed for the purpose of  acquiring an 11.22% interest in RESTIER Limited Partnership (“RESTIER”).   RESTIER was formed for the purpose of  acquiring core, multi‐family real estate located throughout Canada.   The Manager is the general partner of TC  Core 2 LP and is the asset manager, property manager and general partner of RESTIER, all related parties by virtue  of common management.  During the Period, the Fund received partnership distributions from TC Core 2 LP of  $25,496.       In December, 2010, the Fund invested $5,715,000 in TCD LP, a limited partnership formed for the purpose of co‐ investing in direct multi‐family real estate and private mortgage investments.  TCD LP has retained the Manager to  provide fund management and investment advisory services.  TCD LP and the Fund are related parties by virtue of  common management.    The above noted related party transactions are in the normal course of operations and are measured at the  exchange amount, which is the amount of consideration established and agreed to by the related parties. 

 

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FINANCIAL HIGHLIGHTS 
 
The following tables show selected key financial information about the Fund and are intended to help you  understand the Fund’s financial performance for the period from August 26, 2010 to December 31, 2010. 

    The Fund’s Net Assets per unit (1)(8) 
Net Assets, beginning of period  Increase (decrease) from operations:  total revenue  total expenses  realized gains (losses) for the period  unrealized gains (losses) for the period  Total increase (decrease) from operations   Distributions:  From Income (excluding dividends)  From Dividends  From Capital Gains  Return of Capital  Total Distributions for the period   Net Assets, at end of period    Ratios And Supplemental Data  Total net asset value (000’s)   Number of units outstanding
(4)   (4) (3) (2)

  Class A  $11.21    0.32  (0.19)  0.15  0.36  0.64 
‐‐ 

  Class B

 

$11.56    0.35  (0.21)  0.17  0.40  0.71 
‐‐ 

0.05  0.23 
‐‐ 

0.05  0.24  ‐‐  0.29  $11.95      $10,509  875,727  3.21%  3.21%  1.09%  52.40%  $12.00  N/A 

0.28  $11.57      $52,507  4,521,300  3.75%    3.75%  1.02%  52.40%  $11.61  $12.00 

Management expense ratio*   Management expense ratio before waivers or  absorptions*  Trading expense ratio*   Portfolio turnover rate   Net asset value per unit   Closing market price  
(7) (6)

(5)

    * Amounts have been annualized in 2010 as a result of the Fund commencing operations on August 26, 2010.    (1)   This information is derived from the Fund’s annual audited financial statements.  The net assets per unit presented in the financial  statements differ from the net asset value calculated for fund pricing purposes. An explanation of these differences can be found in the  notes to the financial statements.  

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(2)   Net assets and distributions are based on the actual number of units outstanding for the relevant class at the relevant time. The  increase/decrease from operations is based on the weighted average number of units outstanding for the relevant class over the financial  period.  This table is not intended to be a reconciliation of beginning to ending net assets per unit.  (3)   Distributions were paid in cash.  (4)   This information is provided at period end of the year shown.  (5)   Management expense ratio is based on total expenses (excluding commissions and other portfolio transaction costs) for the stated period  and is expressed as an annualized percentage of the daily average net asset value during the period.  (6)   The trading expense ratio represents total commissions and other portfolio transaction costs expressed as an annualized percentage of the  daily average net asset value during the period.  (7)   The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio advisor manages its portfolio investments.  A portfolio  turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course of the year.   The  higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year, and the greater the  chance of an investor receiving taxable capital gains in the year.  There is not necessarily a relationship between a high turnover rate and  the performance of the Fund.  (8)   The Fund commenced operations on August 26, 2010.   (9)   All outstanding Class I units were exchanged for Class B units on December 29, 2010.  For financial highlights purposes, Class I and Class B  have been combined.          

MANAGEMENT FEES 
 
A summary of Management Fees paid to the Manager for the Period, including a breakdown of services received by the  Fund, is included in “Related Party Transactions”.    In addition to the Management Fees disclosed above, the Fund will pay for all expenses incurred by it in connection  with the operation and management of the Fund, including but not limited to any additional fees payable to the  Manager  for  performance  of  extraordinary  services  on  behalf  of  the  Fund  for  services  outside  the  scope  of  the  Management Agreement.  During the Period no additional fees were paid to the Manager.     A  summary  of  the  Management  Fees  paid  and  a  breakdown  of  the  services  received  in  consideration  of  the  Management Fees, as a percentage of Management Fees during the Period includes:            $  %  Management Fees  Service Fees   448,718  81,330  84.7  15.3 

   

PAST PERFORMANCE 
 
In accordance with National Instrument 81‐106F1 Item 4.1(2), no performance data has been included as the Fund  was not a reporting issuer at all times during the year. 

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SUMMARY OF INVESTMENT PORTFOLIO 
 

The Summary of Investment Portfolio may change due to ongoing portfolio transactions.  Updates are available  quarterly on our website at www.timbercreekfunds.com.     
 

Summary of Top 25 Holdings  Timbercreek Canadian Direct LP  Starwood Property Trust AMP NZ Office Cdn Multi‐Residential Loan Portfolio  Charter Hall Retail REIT Artis REIT Apollo Commercial Real Estate KIWI Income Property Trust Leisure World Senior Care Vastned Offices/Industrial CBL & Associates Transglobe Apartment REIT TC Core 2 Multi‐Residential LP  Dundee REIT Dupont Fabros Technology Cache Logistics Trust Redefine Properties SUNTEC REIT Medical Properties Trust INNVEST REIT Cedar Shopping Centers Entertainment Property Trust Ashford Hospitality Fukuoka REIT Taubman Centers Total 

Asset Class  Direct Real Estate Common Equity Common Equity Direct Real Estate Common Equity Common Equity Common Equity Common Equity Common Equity Common Equity Preferred Shares Common Equity Direct Real Estate Common Equity Preferred Shares Common Equity Common Equity Common Equity Common Equity Common Equity Preferred Shares Preferred Shares Preferred Shares Common Equity Preferred Shares  

% of NAV† 9.1% 6.8% 6.0% 5.4% 5.2% 5.1% 4.8% 4.4% 4.0% 3.9% 3.8% 3.8% 3.8%
 
 

  By Asset Type  Investments Margin Facility Other liabilities, net Total

 

% of NAV†  116.2% (13.5%) (2.7%) 100.0% % of  Investments†† 38.0% 32.2% 8.9% 6.8% 4.4% 3.3% 2.7% 1.9% 1.1% 0.6% 100.0% % of  Investments †† 20.8% 19.0% 14.8% 12.6% 11.9% 10.2% 6.4% 4.2% 100.0% % of Total  Investments †† 58.8% 25.5% 15.7% 100.0%

By Country  USA  Canada New Zealand Singapore Australia Netherlands South Africa Japan Hong Kong France Total By Sector  Multi‐Residential Office Retail Diversified Specialty Health Care Lodging Industrial Total
 

3.7% 3.4% 3.3% 3.2% 3.0% 2.9% 2.7% 2.6% 2.3% 2.2% 2.2%  2.0% 99.4% 

By Asset Class  Common Equity Preferred Shares Direct Real Estate Investments

   
  †  †† 

 

 

 

 

 

Total

This refers to transactional net asset value; therefore weightings presented in the Statement of Investments will differ from the ones  disclosed above  This refers to transactional value of investments used for pricing purposes.    

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CERTIFICATE OF THE FUND, THE MANAGER AND THE PROMOTER Dated: February 28, 2011 This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the Provinces of Canada. TIMBERCREEK ASSET MANAGEMENT LTD. (as Trustee and Manager of Timbercreek Global Real Estate Fund) (Signed) R. BLAIR TAMBLYN Chief Executive Officer (Signed) UGO BIZZARRI Chief Financial Officer

On behalf of the Board of Directors of TIMBERCREEK ASSET MANAGEMENT LTD. (Signed) R. BLAIR TAMBLYN Director (Signed) UGO BIZZARRI Director (Signed) CARRIE MORRIS Director

TIMBERCREEK ASSET MANAGEMENT LTD. (as Promoter of Timbercreek Global Real Estate Fund) (Signed) R. BLAIR TAMBLYN Chief Executive Officer

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CERTIFICATE OF AGENTS Dated: February 28, 2011 To the best of our knowledge, information and belief, this prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the Provinces of Canada. RAYMOND JAMES LTD. (Signed) J. GRAHAM FELL BMO NESBITT BURNS INC. (Signed) ROBIN G. TESSIER

CIBC WORLD MARKETS INC. (Signed) MICHAEL D. SHUH

TD SECURITIES INC. (Signed) CAMERON GOODNOUGH

GMP SECURITIES L.P. (Signed) ANDREW KIGUEL

HSBC SECURITIES (CANADA) INC. (Signed) BRENT LARKAN

MANULIFE SECURITIES INCORPORATED (Signed) DAVID MACLEOD

SCOTIA CAPITAL INC. (Signed) BRIAN D. MCCHESNEY

NATIONAL BANK FINANCIAL INC. (Signed) TIMOTHY D. EVANS

CANACCORD GENUITY CORP. (Signed) JUSTIN BOSA

MACQUARIE CAPITAL MARKETS CANADA LTD. (Signed) MIKE MACKASEY

M PARTNERS INC. (Signed) TOM KOFMAN

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