AGF MASTER LIMITED PARTNERSHIP ANNUAL INFORMATION FORM MARCH 31, 2012
TABLE OF CONTENTS CORPORATE STRUCTURE... 2 GENERAL DESCRIPTION OF BUSINESS... 2 DESCRIPTION OF THE BUSINESS... 3 DISTRIBUTIONS... 4 DESCRIPTION OF CAPITAL STRUCTURE...4 MARKET FOR SECURITIES... 5 DIRECTORS AND OFFICERS OF THE GENERAL PARTNER... 6 TRANSFER AGENT AND REGISTRAR...6 ADDITIONAL INFORMATION... 7
Caution Regarding Forward-Looking Statements The annual information form (the AIF ) includes forward-looking statements about Master LP. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as expects, anticipates, intends, plans, believes, or negative versions thereof and similar expressions, or future or conditional verbs such as may, will, should, would and could. The AIF contains forward-looking statements that are based on current expectations and projections about future events and are inherently subject to, among other things, risks and uncertainties beyond Master LP s control. These risks and uncertainties include economic conditions, market fluctuations, interest rate and foreign exchange movements, political events, regulatory change and competitive developments. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. Other than specifically required by applicable laws, we are under no obligation (and expressly disclaim any such obligation) to update or alter the forward-looking statements whether as a result of new information, future events or otherwise. Actual results could differ materially from those contemplated by the forward-looking statements.
CORPORATE STRUCTURE AGF Master Limited Partnership (the Master LP ) was formed under the laws of Ontario on January 23, 1998 through the amalgamation of the following limited partnerships (collectively, the Initial Merging Partnerships ): AGF Limited Partnership 1992 AGF Limited Partnership 1993 AGF Limited Partnership 1994 AGF Limited Partnership 1995 AGF Limited Partnership No. Three AGF Limited Partnership No. Eight The Sunset America Fund Limited Partnership 20/20 Group 1989 Limited Partnership 20/20 Group 1991 Limited Partnership Subsequently, AGF Limited Partnership 1996 ( AGF LP1996 ) and AGF Limited Partnership 1997 ( AGF LP1997 ) were merged into Master LP on January 22, 1999 and January 21, 2000, respectively. The Initial Merging Partnerships, AGF LP1996 and AGF LP1997 are collectively referred to as the Merging Partnerships. The general partner of Master LP, AGF Partners No. Five Limited (the General Partner ), was incorporated under the laws of Ontario by Articles of Incorporation on October 5, 1992. The General Partner is a wholly-owned subsidiary of AGF Management Limited ( AGF ) and is responsible for the management of Master LP on a day-to-day basis. The head office and principal place of business of Master LP and the General Partner is located at 31 st Floor, Toronto-Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1E9. GENERAL DESCRIPTION OF BUSINESS The Merging Partnerships were formed for the purpose of arranging for the distribution of securities of certain of the AGF and 20/20 mutual funds which were sold to investors on a deferred sales charge basis ( Distributed Securities ). Investors did not pay a sales charge at the time of purchase of securities of the funds. Instead, each of the Merging Partnerships paid registered dealers selling commissions ranging from 4% to 6% of the purchase price of the Distributed Securities sold. Distributed Securities include mutual fund securities on which the Merging Partnerships paid the selling commissions, securities issued on subsequent transfers (except for Sunset America LP) and reinvested distributions or dividends. 2
In return for their services, the Merging Partnerships received from AGF Investments Inc. ( AGFI ), a subsidiary of AGF, a monthly distribution fee calculated at annual rates ranging from 0.50% to 0.90% of the net asset value of the outstanding Distributed Securities. Upon their mergers, each of the Merging Partnerships transferred its rights to distribution fees and deferred sales charges to Master LP. DESCRIPTION OF THE BUSINESS Master LP s primary source of income and cash flow relates to the collection of interest and principal on its distribution fee receivable in respect of the Distributed Securities to which it has distribution rights. Master LP receives interest and principal repayments on its distribution fee receivable through monthly distribution fees calculated as specified percentages of the daily net asset values (NAVs) of the Distributed Securities which remain outstanding based on various distribution fee rates. Distribution fees are to be received until the earlier of the date of redemption of the Distributed Securities and the pre-determined expiry date. Master LP will continue until March 31, 2018 unless procedures as specified in the Master LP partnership agreement for the dissolution of Master LP are commenced earlier upon the occurrence of certain events stated in the Master LP partnership agreement. Distribution fee rates vary depending on the original partnership which distributed them, and may also vary over time based on the composition of outstanding Distributed Securities. In general, Distributed Securities that were sold for a higher sales commission carry a higher distribution fee rate than those that were sold for a lower sales commission. Distribution fees are impacted by certain types of risks. Description of these risks relating to Master LP is presented in the MD&A contained in Master LP s 2011 Annual Report and is incorporated by reference in this AIF. Management s analysis of financial position and operating results for the fiscal year ended December 31, 2011 is presented in the Management s Discussion and Analysis of Financial Condition and Results of Operations ( MD&A ) contained in Master LP s 2011 annual report and is incorporated by reference in this AIF. 3
DISTRIBUTIONS Master LP makes distributions on an annual basis. Master LP distributes to each limited partner who is registered as a holder of Master LP units on the last day of its fiscal year, substantially all of his or her proportionate share of the amount by which the distribution fees received and investment income earned by Master LP during the year pursuant to each of the distribution agreements and the amount of any reserves retained at the end of the previous year exceeds the expenses (including interest on the amount of any borrowings) of Master LP for such year and any reserves established by the General Partner for the current year. The limited partners of Master LP and the General Partner are entitled to receive 99.99% and 0.01% respectively, of the distributions. These distributions will be made promptly after the end of each fiscal year of Master LP. Cash distributions per limited partnership unit for the three most recent years are presented in the MD&A contained in Master LP s 2011 annual report and is incorporated by reference in this AIF. DESCRIPTION OF CAPITAL STRUCTURE As at December 31, 2011, Master LP has total issued and outstanding units of 8,568,159. As set out in the Limited Partnership Agreement, there shall be no restriction on the number of limited partnership units that a limited partner may hold in Master LP. The General Partner shall refuse to issue limited partnership units to a non-canadian within the meaning of the Income Tax Act (Canada) and to a non-resident, and may require any person to provide evidence reasonably satisfactory to it that such person is not within either category. Without limiting the foregoing, the General Partner shall not issue limited partnership units to a person unless such person has executed a Power of Attorney or a transfer form, as may be applicable. If, for any reason the General Partner refuses to issue limited partnership units to a person, the General Partner shall forthwith cause Master LP to return to the person the consideration tendered for such limited partnership unit(s) without interest or deduction. MARKET FOR SECURITIES Units of Master LP are listed for trading on the Toronto Stock Exchange ( TSX ) under the symbol AFP.UN. During 2011, approximately 1.0 million units of Master LP were traded on the TSX. The units also qualify for investment by registered tax plans such as RSPs and RIFs. 4
The following table shows the average price ranges and the number of units traded for each month of the 2011 fiscal year: Price ($) Month High Low Trading Volume January 0.43 0.42 151,085 February 0.46 0.45 80,480 March 0.47 0.46 79,676 April 0.53 0.51 62,970 May 0.58 0.56 196,844 June 0.61 0.58 82,895 July 0.60 0.59 65,820 August 0.58 0.57 29,210 September 0.58 0.57 43,307 October 0.60 0.60 2,428 November 0.63 0.62 83,018 December 0.55 0.54 130,687 5
DIRECTORS AND OFFICERS OF THE GENERAL PARTNER The names, municipalities of residence, present offices and principal occupations during the preceding five years of the directors and officers of the General Partner are as follows: Name and Municipality of Residence Office Principal Occupation W. Robert Farquharson, CFA Toronto, Ontario Blake C. Goldring, M.S.M.,CFA Toronto, Ontario Robert J.Bogart, Toronto, Ontario Mark Adams, LL.B. Toronto, Ontario Director and President Director, Chairman and Chief Executive Officer Director and Chief Financial Officer Corporate Secretary Director and Vice Chairman of AGF Management Ltd.(AGF) and AGF Investments Inc. (AGFI); Director and/or Senior Officer of certain subsidiaries of AGF Director and Senior Officer of AGF, AGFI and AGF Trust Company; Director and/or Senior Officer of certain subsidiaries of AGF Director and Senior Officer of AGF, Director and/or Officer of certain subsidiaries of AGF, effective March 10, 2010; EVP, and CFO, AGF. Prior to 2010, Fidelity Investments, 2007 to 2010; SVP, Finance and CFO, Fidelity Human Resources Services Co., 2002 to 2007to 2010; SVP, Finance and CFO, Fidelity Human Resources Services Co., 2002 to 2007 Officer, AGF; January 2000 to April 2004, Lawyer, McMillan LLP (formerly, McMillan Binch LLP) (law firm) TRANSFER AGENT AND REGISTRAR The transfer agent and registrar of Master LP is Canadian Stock Transfer Company Inc. 320 Bay Street, 3rd Floor Toronto, ON, M5H 4A6 6
ADDITIONAL INFORMATION The Limited Partnership Agreement contains a complete description of Master LP s organization, business activities, tax treatment of its revenue and other material facts concerning Master LP and an investment in limited partnership units of Master LP. Additional information about Master LP can be found in its most recently filed annual or interim financial statements and MD&A. Copies of the Limited Partnership Agreement, this annual information form, financial statements, and MD&A may be obtained by calling the head office of Master LP at toll-free 1-800-268-8583, or by writing to Master LP at P.O. Box 50, Toronto Dominion Centre, Toronto, ON, M5K 1E9. Copies of this annual information form, financial statements and MD&A are also available at www.sedar.com. 7