Maple Leaf Short Duration 2010 Flow-Through Limited Partnership: Notice of Rollover Transaction
August 24 2011 - 6:32PM
Marketwired Canada
Maple Leaf Short Duration 2010 Flow-Through Limited Partnership -
PART I - FUND ROLLOVER TRANSACTION
The Liquidity Transaction
This notice is being sent to advise that Maple Leaf Short Duration 2010
Flow-Through Limited Partnership (the "Partnership") will be proceeding with a
transaction (the "Liquidity Transaction") pursuant to which the assets of the
Partnership (the "Assets") will be transferred on a tax-deferred basis to the
Maple Leaf Resource Class (the "Resource Class") of Maple Leaf Corporate Funds
Ltd. (the "Corporation" or "Mutual Fund"), an open-ended mutual fund
corporation, in exchange for Series A shares of the Resource Class. Pursuant to
the Liquidity Transaction, limited partners of the Partnership (the "Partners")
will receive the Resource Class shares in connection with the dissolution of the
Partnership. The general partner of the Partnership (the "General Partner") will
be implementing the Liquidity Transaction in accordance with the limited
partnership agreement (the "Partnership Agreement") that governs the
Partnership. The Liquidity Transaction has been mutually agreed to by the
General Partner and the Mutual Fund.
The effective date of the Liquidity Transaction (the "Effective Date") is
expected to be on or about September 30, 2011. Within 60 days of the Effective
Date, the Resource Class shares that the Partnership will receive as
consideration for the transfer of the Assets will be distributed to the Partners
on a pro rata basis and thereafter the Partnership will be dissolved.
Information with respect to the Resource Class can be found on the website of
Maple Leaf Funds (the "Manager") at www.mapleleaffunds.ca.
Summary Information of the Rollover Event
-- Maple Leaf Short Duration 2010 Flow-Through Limited Partnership units
(CUSIP # 56531A107).
-- The Conversion Ratio to the Resource Class shares will be determined
based on the Net Asset Value per unit of the Partnership and the Net
Asset Value per Resource Class Series A share, each as determined at the
close of business on or about September 30, 2011. A ratio will be
established such that each Partner will receive a proportionate number
of Series A shares (rounded down) of the Mutual Fund, the total value of
which is equivalent, based on the Net Asset Value per Resource Class
Series A share, to the total market value of their units of the
Partnership, based on the Net Asset Value per unit of the Partnership.
-- ACB (adjusted cost base) for each unit of Maple Leaf Short Duration 2010
Flow-Through Limited Partnership and each share of the Resource Class
will be determined by the General Partner upon the wind-up of the
Partnership's affairs. The Partnership will dissolve within 60 days of
the Effective Date. The General Partner will communicate the finalized
details at that time. Partners should consult with their Investment
Advisor and/or tax advisor for all tax-related matters.
Example of what should occur in an investor's dealer account:
1. Investor holds 400 Partnership units in their dealer account (nominee
basis) with a final value of $20.00 per unit or $8,000.
2. Closing Net Asset Value per Series A share of the Resource Class shares
on September 30, 2011 is $10.00.
3. Unit/share exchange ratio based on the above valuations would be 1:2.
4. 400 Partnership units exchanged out of the account.
5. 800 Series A shares of the Resource Class received into the account.
6. Investor holds 800 Series A shares of the Resource Class @ $10.00/share
or $8,000 based on September 30, 2011 market valuation close.
Note 1: Redemptions of the Resource Class shares ARE NOT subject to a 30 day
short term trading fee. Transactions may be executed as soon as the dealer has
processed the rollover details in the investors' dealer accounts and verifies
with the Partnership's records.
Note 2: Not all dealers will have processed the rollover exchange based on
information received by their back-office from CDS (deletion of Maple Leaf Short
Duration 2010 Flow-Through Limited Partnership and setup holding of the Series A
shares of the Resource Class) as well as from Maple Leaf Short Duration 2010
Flow-Through Limited Partnership since the effective date was announced on
August 10, 2011.
Processing at the dealer level can be delayed after the rollover occurs,
therefore transactions such as switches or redemptions may not be processed
until the Resource Class shares have been credited to client accounts.
Neither the Partnership nor the Mutual Fund will accept any liability for
transactions in Resource Class shares executed prior to dealer records being
updated.
PART II - THE PARTNERSHIP AND THE MUTUAL FUND
Maple Leaf Short Duration 2010 Flow-Through Limited Partnership
The Partnership was established to provide Limited Partners with a tax-assisted
investment in a diversified portfolio of flow-through shares of resource
companies with a view to achieving capital appreciation for Limited Partners.
The principal business of the resource companies was oil and gas exploration,
development and/or production and mining exploration, development and/or
production.
Investors received tax deductions for 2010 of approximately 100% of the amount
of their investment.
Maple Leaf Corporate Funds Ltd.
The Mutual Fund is a mutual fund corporation authorized to issue an unlimited
number of separate classes of which the Maple Leaf Resource Class of shares is
one. Each class of mutual fund shares is a separate mutual fund. The
Corporation's articles permit it to issue an unlimited number of mutual fund
shares in each class in one or more series. The Corporation currently offers
series A shares of the Maple Leaf Resource Class and series A shares of the
Maple Leaf Income Class. The Corporation may, without notice to or approval from
the existing shareholders of the Fund, create new mutual funds by distributing
these classes of mutual fund shares to the public.
Specific Information about the Mutual Fund
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Organization and Management of the Mutual Fund
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Manager: CADO Investment Fund Management Inc.
CADO Investment Fund Management Inc. is the manager of the Mutual Fund and
609 Granville Street, Suite 808 is responsible for managing the
Vancouver, BC V7Y 1G5 overall business and operations of the
Tel: 604-684-5742 Mutual Fund.
Fax: 604-684-5748
Toll free: 1-866-688-5750
www.mapleleaffunds.ca
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Portfolio Advisor: The Manager has retained TIP as
T.I.P. Wealth Manager Inc. ("TIP") portfolio advisor to provide
Toronto, Ontario investment advice for the Mutual Fund.
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Custodian: The custodian has physical custody of
RBC Dexia Investor Services Trust the Mutual Fund's property.
Toronto, Ontario
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Registrar: The registrar keeps track of the
RBC Dexia Investor Services Trust owners of shares of the Mutual Fund
Toronto, Ontario and processes purchases.
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Auditors: The auditors are responsible for
PricewaterhouseCoopers LLP auditing the annual financial
Toronto, Ontario statements of the Mutual Fund. The
auditors of the Mutual Fund may not be
changed unless the independent review
committee of the Mutual Fund has
approved the change and a written
notice describing the change is sent
to unit holders at least 60 days
before the effective date of the
change.
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Independent Review Committee Canadian securities legislation
(the "IRC") requires the Mutual Fund to have an
IRC. The IRC is composed of three
members, each of whom is independent
of us. The mandate of the IRC is to
review, and provide input on, our
written policies and procedures that
deal with conflict of interest matters
in respect of the Mutual Fund and to
give their recommendation regarding
and, in some cases, approve, conflict
of interest matters identified and
referred to the IRC by us.
The IRC will prepare, at least
annually, a report of its activities
for investors. This report will be
available at our website at
www.mapleleaffunds.ca or you may
request a copy, at no cost to you, by
contacting us at info@cadobancorp.ca.
Additional information about the IRC,
including the names of the members, is
available in the Mutual Fund's Annual
Information Form.
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Investment Objective & Strategies of the Mutual Fund
The investment objective of the Mutual Fund is to maximize capital appreciation
by investing in equity securities of natural resource companies and companies
that support resource companies.
The Mutual Fund's portfolio will consist primarily of investments which generate
capital gains, but will also include investments which generate income. The
Mutual Fund may hold significant cash, cash equivalents or fixed income
positions pending investment or when the Portfolio Advisor considers it
desirable. The Mutual Fund may use derivatives for hedging or non-hedging
purposes.
The Portfolio Advisor will make investments in securities which it believes are
undervalued based on its research. These will include, in particular, securities
of issuers with improving fundamentals such as growing revenues and earnings,
strong balance sheets and solid management, capital structure and business
franchises.
The Mutual Fund may take positions in other securities, such as convertible
securities, high-yield debt securities and derivative instruments based on such
securities, invest in foreign companies listed on major stock exchanges or
exchange traded funds that provide magnified positive or inverse exposure to the
foregoing.
Commissions, trailing commissions, management fees and expenses all may be
associated with mutual fund investments. Mutual Funds are not guaranteed, their
values change frequently, and past performance may not be repeated. Please read
the prospectus before investing.
Portfolio Advisor
T.I.P. Wealth Manager Inc. ("TIP") will be responsible for the Mutual Fund's
investment activities. Mr. Jim Huang, the President of T.I.P., will act as
Portfolio Manager on behalf of TIP. Mr. Huang has over 16 years of experience
investing in the Canadian capital markets. As lead or co-manager while working
at NATCAN (formerly Altamira), Mr. Huang has managed or co-managed over $2
billion in mutual funds and institutional assets, including all of the resource
and equity income products in the Altamira and National Bank mutual fund
families. Altamira Energy Fund, Altamira Resource Fund, Altamira Precious and
Strategic Metals Fund and AltaFund (a Canadian Equity fund focusing on Western
Canada) had industry-leading performance and won awards and positive press
coverage during Mr. Huang's management. Currently, Mr. Huang is the manager for
the T.I.P. Opportunities Fund, a long/short North American equity hedge fund, as
well as being the lead manager for the Maple Leaf Short Duration Flow-Through
Funds, the Maple Leaf Corporate Funds Ltd. family of mutual funds and a small
cap equity mutual fund.
Regulatory Approvals
Completion of the Liquidity Transaction is subject to the receipt of all
necessary regulatory approvals and other closing conditions.
Additional Information
Additional information about the Mutual Fund will be available in the Mutual
Fund's simplified prospectus, annual information form, management reports of
fund performance and financial statements. You can obtain a copy of these
documents at your request and at no cost by calling toll free 1-866-688-5750, or
from your financial advisor, or by e-mailing info@cadobancorp.ca, or at
www.mapleleaffunds.ca.
These documents and other information about the Mutual Fund, such as information
circulars and material contracts, will also be available at SEDAR (the System
for Electronic Document Analysis and Retrieval established by the Canadian
Securities Administrators) at www.sedar.com.
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