Jov Diversified Quebec 2009 Flow-Through Limited Partnership

Jov Diversified Quebec 2009 Flow-Through Limited Partnership

August 24, 2011 20:10 ET

Jov Diversified Quebec 2009 Flow-Through Limited Partnership: Notice of Rollover Transaction

TORONTO, ONTARIO--(Marketwire - Aug. 24, 2011) - Jov Diversified Quebec 2009 Flow-Through Limited Partnership -

PART I - FUND ROLLOVER TRANSACTION

The Liquidity Transaction

This notice is being sent to advise that Jov Diversified Quebec 2009 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 Jov Canadian Equity Class (the "Mutual Fund Class") of Jov Corporate Funds Ltd. (the "Corporation" or "Mutual Fund"), an open-ended mutual fund corporation, in exchange for Series A shares of the Mutual Fund Class. Pursuant to the Liquidity Transaction, limited partners of the Partnership (the "Partners") will receive the Mutual Fund 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 amended and restated 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 Mutual Fund 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 Mutual Fund Class can be found on the website of JovInvestment Management Inc. (the "Manager" or "JovInvestment") at www.jovfunds.com.

Please be advised that JovInvestment, the Manager of the Mutual Fund Class of the Corporation, has announced on July 25, 2011, that on or about September 30, 2011 it would be transferring its fund management duties to its affiliate, JovFinancial Solutions Inc. ("JovFinancial"), and its investment management responsibilities with respect to the Mutual Fund Class to another affiliate, Leon Frazer and Associates Inc. There will be no change to the investment sub-advisor, T.I.P. Wealth Manager Inc., or to the investment objectives and strategies of the Mutual Fund Class as a result of these transfers of duties. The assignment of management functions to JovFinancial and investment management functions to Leon Frazer is being done to better align the responsibilities for the Mutual Fund Class within the Jovian Capital Corporation group of companies and is not expected to have any material impact on the Funds' operations or expense levels.

Summary Information of the Rollover Event

  • Jov Diversified Quebec 2009 Flow-Through Limited Partnership units (CUSIP # 48114R102).
  • The Conversion Ratio to the Mutual Fund Class shares will be determined based on the Net Asset Value per unit of the Partnership and the Net Asset Value per Mutual Fund 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 Mutual Fund 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 Jov Diversified Quebec 2009 Flow-Through Limited Partnership and each share of the Mutual Fund 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.
  1. Closing Net Asset Value per Series A share of the Mutual Fund Class shares on September 30, 2011 is $8.00
  1. Unit/share exchange ratio based on the above valuations would be 1:2.5.
  1. 400 Partnership units exchanged out of the account.
  1. 1,000 Series A shares of the Mutual Fund Class received into the account.
  1. Investor holds 1,000 Series A shares of the Mutual Fund Class @ $8.00/share or $8,000 based on September 30, 2011 market valuation close.
Note 1: Redemptions of the Mutual Fund 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 Jov Diversified Quebec 2009 Flow-Through Limited Partnership and setup holding of the Series A shares of the Mutual Fund Class) as well as from Jov Diversified Quebec 2009 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 Mutual Fund Class shares have been credited to client accounts.

Neither the Partnership nor the Mutual Fund will accept any liability for transactions in Mutual Fund Class shares executed prior to dealer records being updated.

PART II – THE PARTNERSHIP AND THE MUTUAL FUND

Jov Diversified Quebec 2009 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 2009 of approximately 100% of the amount of their investment.

Jov Canadian Equity Class

The Mutual Fund is a mutual fund corporation authorized to issue up to 100 separate classes of which the Jov Canadian Equity 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 only series A shares of the Jov Canadian Equity 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

Organization and Management of the Mutual Fund
Investment Manager:
JovInvestment Management Inc.
26 Wellington Street East, Suite 608
Toronto, Ontario M5E 1S2
Tel: 416-601-2500
Fax: 416-601-2501
Toll free: 1-866-514-6603
www.jovfunds.com
JovInvestment is the investment manager of the Mutual Fund and is responsible for coordinating portfolio management and advisory services for the Mutual Fund. As administrative manager for the Mutual Fund, JovInvestment manages the overall undertaking of the Mutual Fund, including providing administration services and making provisions for fund accounting.
Sub-Advisor:
T.I.P. Wealth Manager Inc. ("TIP")
Toronto, Ontario
JovInvestment has retained TIP as a sub-advisor to provide investment advice for the Mutual Fund. A significant shareholder of TIP is also a significant shareholder of Jovian Capital Corporation, the parent company of JovInvestment.
Custodian:
RBC Dexia Investor Services Trust
Toronto, Ontario
The custodian has physical custody of the Mutual Fund's property.
Registrar:
CIBC Mellon Global Securities Services Company
Toronto, Ontario
The registrar keeps track of the owners of shares of the Mutual Fund and processes purchases.
Auditors:
KPMG LLP
Toronto, Ontario
The auditors are responsible for auditing the annual financial 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.
Independent Review Committee
(the "IRC")
Canadian securities legislation 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 http://www.jovfunds.com/ or you may request a copy, at no cost to you, by contacting us at info@JovFunds.com. Additional information about the IRC, including the names of the members, is available in the Fund's Annual Information Form.

Investment Objective & Strategies of the Mutual Fund

The investment objective of the Mutual Fund is to seek consistent long term growth by investing primarily in equity securities of Canadian companies.

The Mutual Fund will invest in a diversified basket of equity securities of Canadian companies involved in all sectors of the Canadian economy. The manager may, from time to time, decide to over/under weight any industry sector such as the energy, natural resource or financial sectors. Using a bottom-up investment approach, the manager will select companies that have the best combination of relative valuation, growth potential, competitive positioning and management ability.

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.

Sub-Advisor

T.I.P. Wealth Manager Inc. ("TIP") will act as sub-advisor to JovInvestment (the "Investment Manager"), and 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 1-866-514-6603, or from your financial advisor, or by e-mailing info@jovfunds.com, or at www.jovfunds.com.

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.

For further information or assistance with respect to the Mutual Fund, please contact the Manager of the Mutual Fund, listed below.

For further information or assistance with respect to Jov Diversified Quebec 2009 Flow-Through Limited Partnership please contact The Limited Partnership, listed below.

Contact Information