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This Offering Memorandum Constitutes an Offering of the Securities This Offering Memorandum constitutes an offering of the securities described herein in all provinces and territories of Canada and only to whom they may be lawfully offered for sale and is not, and under no circumstances is to be construed as, a prospectus or public offering of such securities or advertisement relating to units of the funds described herein. No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder nor has it reviewed this Offering Memorandum and any representation to the contrary is an offence. As there is no market for these securities, it may be difficult or even impossible for investors to sell these securities. They may sell them only pursuant to an exemption prescribed by the securities legislation of their particular province or territory or with a prospectus or with the granting of an exemption. The securities, however, may be redeemed in accordance with the provisions of this offering memorandum. ARROW DIVERSIFIED FUND BROADVIEW DARK HORSE LONG/SHORT FUND CURVATURE MARKET NEUTRAL FUND EAST COAST INVESTMENT GRADE II FUND HIRSCH PERFORMANCE FUND LAZARD GLOBAL CREDIT FUND LAZARD GLOBAL CREDIT II FUND SG U.S. MARKET NEUTRAL FUND _______________________________ Offering Memorandum _______________________________ January 29, 2016 TABLE OF CONTENTS GLOSSARY OF TERMS ...................................................................................................................................................................................................... 1 TYPES OF ALTERNATIVE FUND STRATEGIES ........................................................................................................................................................... 3 THE FUNDS ........................................................................................................................................................................................................................... 5 RISK FACTORS .................................................................................................................................................................................................................... 5 MANAGEMENT OF THE FUNDS .................................................................................................................................................................................... 10 DIRECTORS AND OFFICERS OF THE MANAGER .................................................................................................................................................... 10 FEES AND EXPENSES ....................................................................................................................................................................................................... 11 UNITS OF THE FUNDS ..................................................................................................................................................................................................... 12 INVESTING IN THE FUNDS............................................................................................................................................................................................. 13 DEALER COMPENSATION ............................................................................................................................................................................................. 15 INCOME AND CAPITAL GAINS DISTRIBUTIONS ..................................................................................................................................................... 15 PORTFOLIO VALUATION AND NET ASSET VALUE ................................................................................................................................................ 16 REDEMPTION OF UNITS ................................................................................................................................................................................................. 17 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .................................................................................................................... 18 REPORTING TO UNITHOLDERS ................................................................................................................................................................................... 19 AMENDMENT OF THE TRUST INDENTURES AND TERMINATION OF THE FUNDS ....................................................................................... 19 MATERIAL CONTRACTS ................................................................................................................................................................................................ 19 PROMOTER ........................................................................................................................................................................................................................ 20 RECORDKEEPING SERVICE PROVIDER .................................................................................................................................................................... 20 PRIME BROKERS AND CUSTODIANS .......................................................................................................................................................................... 20 AUDITORS .......................................................................................................................................................................................................................... 20 CONSOLIDATED OFFERING MEMORANDUM .......................................................................................................................................................... 20 PURCHASERS RIGHTS OF ACTION ............................................................................................................................................................................. 20 MONEY LAUNDERING AND TERRORIST FINANCING ........................................................................................................................................... 21 SCHEDULE “A” PURCHASERS’ RIGHTS OF ACTION FOR DAMAGES OR RESCISSION ................................................................................ 23 FUND SPECIFIC INFORMATION ................................................................................................................................................................................... 31 GLOSSARY OF TERMS “Accredited Investor” means, generally speaking, a person who is permitted by applicable securities laws in the Offering Jurisdictions to make an initial investment in a Fund in an amount less than the minimum amount investment threshold. See the Investment Application which accompanies this Offering Memorandum for further information; “Advisory Agreements” means the advisory agreements between the Manager and the Single Manager Fund’s respective investment advisors, whereby the Manager has retained a third party investment advisor to provide investment advice in respect of the portfolios of the Single Manager Funds; “Broadview” means Broadview Capital Management Inc. “Broadview Dark Horse Long/Short Fund” means Broadview Dark Horse Long/Short Fund “Class” means the Class A, A2, AI, AN, F, F2, FI, FN, U, U2, UI, UN, G, G2, GI, GN or O Units of a Fund, as applicable; “CHS Asset” means CHS Asset Management Inc; “Curvature Market Neutral Fund” means Curvature Market Neutral Fund; “DSC Units” means Class A2 Units of the Funds purchased under the Deferred Sales Charge Option and includes Class A2 Units acquired through the automatic reinvestment of distributions paid on DSC Units; “Deferred Sales Charge Option” means an option for purchasing eligible Units of the Funds whereby the entire amount of the subscription is applied to the purchase of eligible Units without deduction of a sales charge. A redemption charge payable to the Manager or such person as the Manager directs (and collected by the Fund for the Manager) will generally apply if eligible Units are redeemed prior to the termination of the Deferred Sales Charge Schedule based on the purchase date; “Diversified Fund” means Arrow Diversified Fund; “East Coast” means East Coast Fund Management Inc.; “East Coast Investment Grade II Fund” means East Coast Investment Grade II Fund (formerly Arrow East Coast Fund); “Funds” means the Diversified Fund and the Single Manager Funds and “Fund” means the Diversified Fund or a Single Manager Fund; “Investment Advisors” means Broadview, CHS Asset, East Coast, Lazard and SG Capital and the investment advisors to any other Underlying Funds and “Investment Advisor” means the applicable investment advisor; “L azar d” means L azard A sset M anagement (Canada), I nc. and L azard A sset M anagement L L C “Lazard Global Credit Fund” means Lazard Global Credit Fund (formerly Raven Rock Income Fund) “Lazard Global Credit II Fund” means Lazard Global Credit II Fund (formerly Raven Rock Income II Fund) “Management Agreements” means the agreements between each of the Funds and the Manager, as amended from time to time; “Manager” means Arrow Capital Management Inc.; “NI 45-106” means National Instrument 45-106 Prospectus and Registration Exemptions adopted by the securities commission or securities regulatory authority in each of the provinces and territories, other than Yukon Territory; “NI 81-102” means
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