2005 Annual Financial Report. TD Managed Assets Program PORTFOLIOS TD MANAGED
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1 2005 Annual Financial Report TD MANAGED PORTFOLIOS TD Managed Assets Program TD Managed Income Portfolio December 31, 2005
2 TD Managed Assets Program ANNUAL FINANCIAL REPORT Table of Contents Letter to Investors... 1 Management s Responsibility for Financial Reporting... 2 Auditors Report... 3 Statements of Net Assets... 4 Statements of Investment Operations... 5 Statements of Changes in Net Assets... 6 Statement of Investment Portfolio... 8 Notes to Financial Statements
3 March 22, 2006 Dear Investor, Please find enclosed your copy of the 2005 Annual Financial Report for TD Managed Assets Program (TD MAP). The benefits of creating the right balance of assets As an investor, it is important to create a portfolio with the right balance of assets for your goals. However, finding this balance can be a complex task, requiring you to choose from thousands of mutual funds and to stay informed about ever-changing economic and market conditions. Few investors have the time, information or tools to build and maintain a mutual funds portfolio with the optimal balance of funds. That s why your TD MAP Portfolio offers significant benefits to you. Having invested in TD MAP, you benefit by having your investments managed by our professional portfolio managers. They select the individual funds held within your TD MAP Portfolio, and monitor and rebalance the mix of funds as required to stay on track with the portfolio s objectives. You simply make one investment decision and we manage your investment based on that decision. New, easy-to-read format for your Annual Report The enclosed 2005 Annual Financial Report includes financial statements as well as notes to financial statements, the auditors report and information about all series of the Portfolios. In accordance with recent regulatory changes, you will be mailed a 2005 Management Report of Fund Performance, which includes a management discussion of fund performance, financial highlights, past performance and summary of investment portfolios for the TD MAP Portfolios you held as of December 31, Should you have any questions about your TD MAP Portfolio, please contact any TD Canada Trust branch, TD Waterhouse 1 or your Financial Advisor. Or call us toll-free at (English), (French) or (Chinese). You can also us at td.mutualfunds@td.com or visit Thank you for investing with us. Sincerely, Timothy P. Pinnington President TD Mutual Funds TD Mutual Funds and TD Managed Assets Program are managed by TD Asset Management Inc., a wholly-owned subsidiary of The Toronto-Dominion Bank. 1 TD Waterhouse Canada Inc. (TD Waterhouse) is a subsidiary of The Toronto-Dominion Bank. TD Waterhouse Member CIPF. TD Mutual Funds, TD Managed Assets Programs, TD MAP and TD Waterhouse are trade-marks of The Toronto-Dominion Bank. TD Asset Management Inc. is a licensed user.
4 TD Managed Income Portfolio ( The Portfolio ) Management s Responsibility for Financial Reporting The accompanying financial statements have been prepared by TD Asset Management Inc, ( TDAM ) as Manager of the Portfolio and approved by the Board of Directors. TDAM is responsible for the integrity, objectivity and reliability of the data presented. This responsibility includes selecting appropriate accounting principles and making judgments and estimates consistent with Canadian generally accepted accounting principles. The significant accounting policies which management believes are appropriate for the Portfolio are described in Note 2 of the notes to the financial statements. Management maintains appropriate processes to provide reasonable assurance of the reliability of financial information and the safeguarding of all assets of the Portfolio. The Board of Directors of TD Asset Management Inc. is responsible for reviewing and approving the financial statements and overseeing management s performance of its financial reporting responsibilities. PricewaterhouseCoopers LLP is the external auditor of the Portfolio. They have audited the financial statements in accordance with Canadian generally accepted auditing standards to enable them to express their opinion on the financial statements. Their report is included on the following page of this Annual Report. TD Asset Management Inc. Timothy P. Pinnington Rudy Sankovic Director and President, TD Mutual Funds Director and Chief Financial Officer February 23, 2006 February 23,
5 Auditors Report To the Unitholders and Trustee of: TD Managed Income Portfolio (The Portfolio ) We have audited the accompanying statement of investment portfolio of the Portfolio as at December 31, 2005, the statements of net assets as at December 31, 2005 and 2004, the statements of investment operations and statements of changes in net assets for the years then ended. These financial statements are the responsibility of the Portfolio s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Portfolio s management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Portfolio as at December 31, 2005 and 2004, the results of its operations and the changes in its net assets for the years then ended in accordance with Canadian generally accepted accounting principles. Chartered Accountants Toronto, Ontario January 31,
6 TD Managed Income Portfolio Statements of Net Assets (in 000s except per unit amounts and number of units) as at December 31, 2005 and Assets Investments at Market Value (1) $ 449,698 $ 269,246 Cash Subscriptions Receivable 1,849 1, , ,344 Liabilities Accrued Liabilities Redemptions Payable Distributions Payable Payable for Investment Purchases ,039 1,012 Net Assets $ 450,095 $ 270,332 Net Assets Representing Unitholders' Equity Investor Series $ 439,924 $ 270,332 Premium Series $ 10,171 N/A $ 450,095 $ 270,332 Number of Units Outstanding Investor Series 40,095,900 25,514,498 Premium Series 991,522 N/A Net Asset Value Per Unit Investor Series $ $ Premium Series $ N/A (1) Investments at Cost $ 423,956 $ 252,452 The accompanying notes to financial statements are an integral part of these statements
7 TD Managed Income Portfolio Statements of Investment Operations (in 000s except per unit amounts) for the periods ended December 31, 2005 and Investment Income Income Distributions Received from Underlying Funds $ 14,326 $ 8,378 Interest Less: Withholding Taxes (126) (78) 14,217 8,310 Expenses (Note 4) Management Fee 4,711 2,824 Securityholder Reporting Costs Legal 1 0 Filing Audit 5 5 5,129 3,104 GST ,485 3,320 Net Investment Income 8,732 4,990 Net Realized Gain on Sale of Investments o 1, Net Change in Unrealized Appreciation/Depreciation of Investments 8,948 9,463 Capital Gains Distributions Received From Underlying Funds Net Gain on Investments 11,604 9,920 Increase in Net Assets from Investment Operations $ 20,336 $ 14,910 o Net Realized Gain on Sale of Investments Proceeds from Sale of Investments $ 12,945 $ 1,138 Cost of Investments, Beginning of the Period 252, ,435 Cost of Investments Purchased During the Period 182, , , ,516 Less: Cost of Investments, End of the Period 423, ,452 Cost of Investments Sold During the Period 11,091 1,064 Net Realized Gain on Sale of Investments $ 1,854 $ 74 Increase in Net Assets from Investment Operations Investor Series $ 20,197 $ 14,910 Premium Series $ 139 N/A $ 20,336 $ 14,910 Increase in Net Assets from Investment Operations - Per Unit Investor Series $ 0.62 $ 0.72 Premium Series $ 0.24 N/A 5
8 TD Managed Income Portfolio Statements of Changes in Net Assets (in 000s except number of units) for the periods ended December 31, 2005 and 2004 Investor Series Increase in Net Assets from Investment Operations $ 20,197 $ 14,910 Capital Unit Transactions Proceeds from Sale of Units 219, ,205 Reinvestments of Distributions 8,368 4,785 Early Redemption Fees Amounts Paid on Redemptions (69,824) (44,729) 158, ,300 Distributions to Unitholders From Net Investment Income (8,702) (4,990) Increase in Net Assets for the Period 169, ,220 Net Assets, Beginning of the Period 270, ,112 Net Assets, End of the Period $ 439,924 $ 270,332 Capital Unit Transactions Units Outstanding, Beginning of the Period 25,514,498 14,661,230 Units Issued from Sales 20,247,538 14,725,629 Units Issued from Reinvestments 770, ,608 Units Redeemed (6,436,469) (4,333,969) Units Outstanding, End of the Period 40,095,900 25,514,498 The accompanying notes to financial statements are an integral part of these statements
9 Premium Series TOTAL $ 139 N/A $ 20,336 $ 14,910 10,083 N/A 229, , N/A 8,398 4,785 0 N/A (51) N/A (69,875) (44,729) 10,062 N/A 168, ,300 (30) N/A (8,732) (4,990) 10,171 N/A 179, ,220 0 N/A 270, ,112 $ 10,171 N/A $ 450,095 $ 270,332 0 N/A 993,573 N/A 2,899 N/A (4,950) N/A 991,522 N/A 7
10 TD Managed Income Portfolio Statement of Investment Portfolio as at December 31, 2005 NO. % OF TOTAL OF UNITS DESCRIPTION COST MARKET VALUE NET ASSETS FIXED INCOME FUNDS CANADIAN SHORT TERM BOND 4,105,177 TD Short Term Bond Fund, Institutional Series $ 40,862,515 $ 40,477, CANADIAN BOND 14,650,504 TD Canadian Bond Fund, Institutional Series 151,992, ,492,917 4,699,183 TD Canadian Bond Index Fund, Institutional Series 48,715,274 49,482, ,708, ,975, HIGH YIELD BOND 3,780,038 TD High Yield Income Fund, Institutional Series 35,412,016 31,449, Total Fixed Income Funds 276,982, ,902, EQUITY FUNDS CANADIAN EQUITY 1,840,894 TD Canadian Blue Chip Equity Fund, Institutional Series 23,674,377 31,608,153 2,595,267 TD Dividend Income Fund, Institutional Series 32,296,497 40,486,163 55,970,874 72,094, U.S. EQUITY 1,514,544 TD U.S. Equity Fund, Institutional Series 17,241,912 17,992,783 2,079,785 TD U.S. Large-Cap Value Fund, Institutional Series 22,267,803 22,357,692 39,509,715 40,350, INTERNATIONAL EQUITY 2,160,644 TD International Equity Fund, Institutional Series 28,548,882 31,415, GLOBAL EQUITY 1,682,396 TD Global Select Fund, Institutional Series 22,943,977 26,935, Total Equity Funds 146,973, ,795, TOTAL INVESTMENT PORTFOLIO 423,956, ,697, Other Net Assets 397, , TOTAL NET ASSETS $ 424,353,578 $ 450,095, The accompanying notes to financial statements are an integral part of these statements
11 NOTES TO FINANCIAL STATEMENTS December 31, The Portfolio The TD Managed Income Portfolio (the Portfolio ) is an open-ended mutual fund trust established under the laws of Ontario and is governed by Amended, Consolidated and Restated Declarations of Trust dated October 17, 2005 ( Declarations of Trust ). The Portfolio invests exclusively in specified mutual fund trusts ( Underlying Funds ). TD Asset Management Inc. ( TDAM ) is the manager, portfolio adviser and Trustee of the Portfolio. TD Investment Services Inc. ( TDIS ) is the principal distributor of the Portfolio. Both TDAM and TDIS are wholly-owned subsidiaries of The Toronto-Dominion Bank (the Bank ). The Portfolio is authorized to issue an unlimited number of units of multiple series that rank equally and are available for sale under a simplified prospectus. The various series offered by the Portfolio are as described below. The number of units of each series outstanding is presented in the Statements of Net Assets. Investor Series: offered to investors on a no-load basis. Premium Series: offered on a no-load basis to large investors with a minimum initial investment of $250,000. Each series of units are sold under differing purchase options and may have higher or lower management fees. The management fee rates for each series of the Portfolio are provided in Note 4. In the year a Portfolio or Series is established, period represents inception to December 31 of the year, in all other cases period represents a year ended December 31. The Investor Series of the Portfolio was established on November 12, 1998 and the Premium Series was established on November 1, Summary of Significant Accounting Policies These financial statements, prepared in accordance with Canadian generally accepted accounting principles ( GAAP ), include estimates and assumptions by management that affect the reported amounts of assets, liabilities, income, expenses, and realized and unrealized gains and losses during the reporting period. Actual results may differ from these estimates. The following is a summary of significant accounting policies followed by the Portfolio. (I) Valuation of Investments The investments in the Underlying Funds are valued at the closing net asset value of each Underlying Fund on the day of valuation. (II) Investment Transactions, Income and Expenses Investment transactions are accounted for as of the trade date. Realized gains and losses from investment transactions are calculated on an average cost basis. Interest income and expenses are accrued daily, and expenses are accrued separately to each series, while income, gains and losses are allocated to each series based on the respective net asset values. (III) Distributions from Underlying Funds Distributions received from Underlying Funds out of interest, foreign income and related withholding taxes, Canadian dividends and net capital gains are recognized when declared. (IV) Other Assets and Liabilities Other financial assets and financial liabilities recorded at cost are short-term in nature and therefore their carrying value approximates fair value. (V) Translation of Foreign Currencies The market value of investments and other assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rate of exchange prevailing on each Valuation Date (as defined below). The Underlying Funds investment portfolios may consist of securities that are traded in foreign markets. The proceeds on the sale of such securities will be realized in the respective currency. Unhedged foreign currency positions are subject to gains and losses due to fluctuations in the respective exchange rates. Foreign currency purchases and sales of investments and foreign currency dividend and interest income are translated into Canadian dollars at the rate of exchange prevailing on the respective date of the transaction. (VI) Valuation of the Portfolio TDAM usually calculates the Net Asset Value ( NAV ) per series unit for the Portfolio as at 4 p.m. (Eastern time) on each day that the Toronto Stock Exchange is open for trading, but in some circumstances, it may be calculated at another time. Each day on which a NAV is calculated is referred to as a Valuation Date ( Valuation Date ). A separate NAV is calculated for each series of units of the Portfolio by taking the series proportionate share of the Portfolio s common assets less that series proportionate share of the Portfolio s common liabilities and deducting from this amount all liabilities that relate solely to a specific series. The NAV per series unit is determined by dividing the NAV of each series of the Portfolio by the total number of units of that series outstanding. (VII) Increase (Decrease) in Net Assets from Investment Operations per Unit Increase (decrease) in net assets from investment operations per unit reported in the Statements of Investment Operations is calculated as the increase (decrease) in net assets from investment operations divided by the average number of units outstanding during the year. 3. Unitholders Equity Units of the Portfolio, which are redeemable at the option of the holder in accordance with the provisions of the Declarations of Trust, do not have any nominal or par value and the number of units which may be issued is unlimited. Units are issued or redeemed on a daily basis at the net asset value per unit next determined after the purchase order or redemption request, respectively, is received by TDAM. Purchases and redemptions include units exchanged from one series to another series within the Portfolio. 9
12 4. Management Fee and Other Expenses (in 000s) Management Fee Other Expenses Waived Expenses Series Investor Series $ 4,702 $ 2,824 $ 773 $ 496 $ 0* $ 0 Premium Series 9 N/A N/A 0 N/A * Less than $500 The Portfolio pays TDAM a management fee for the investment management and portfolio administration provided on behalf of the Portfolio. The management fee is a variable fee dependent upon the amount of all other fees and expenses that are paid by the Portfolio. The Management Expense Ratios ( MER ) of the Portfolio are capped such that the MER of the Investor Series cannot exceed 2.10% and the MER of the Premium Series cannot exceed 1.60%. The maximum management fee is the amount that would be necessary to reach the cap, when combined with all expenses of the Portfolio, and its share of the Underlying Funds expenses. Management Fees for Years Ended December 31 (%) Series Years Portfolio Underlying Total Investor Series Premium ** 0.47** 1.42** Series 2004 N/A N/A N/A **Annualized Securityholder reporting costs, legal fees, filing fees, audit fees, bank charges, interest expenses and all taxes are payable by the Portfolio. A significant portion of the securityholder reporting costs disclosed on the Statements of Investment Operations were paid to the Bank for recordkeeping and communications services provided on behalf of the Portfolio. Such expenses were allocated to the Portfolio based on the costs incurred by the Bank for providing these services to the Portfolio. TDAM will waive or absorb a portion of the operating expenses payable by the Portfolio to the extent necessary to ensure that the MER does not exceed the stated cap. TDAM may, at its discretion, waive or absorb additional fees and expenses otherwise payable by the Portfolio. These additional waivers or absorptions may be terminated at any time without notice by TDAM, and at TDAM s discretion, may be continued indefinitely. The additional expenses waived by TDAM beyond the amount allowable under the cap are disclosed in the table above and the Statements of Investment Operations. 5. Tax Status The Portfolio qualifies as a mutual fund trust under the Income Tax Act (Canada). All or substantially all of the net income for tax purposes and net taxable capital gains realized in any year are distributed to unitholders such that no income tax is payable by the Portfolio. The Portfolio has accumulated net realized capital losses of $2,132,967 which are available for utilization against net realized gains as applicable for tax purposes in future years. Capital losses have no expiry
13 6. Brokerage Commissions and Soft Dollars The Portfolio did not incur any brokerage commissions in 2005 and 2004 to execute transactions in the Underlying Funds, nor did it receive any investment or research services from brokers in exchange for commissions paid by the Portfolio. Certain of the Underlying Funds have incurred brokerage commissions, a portion of which may have been received by the Underlying Fund s investment adviser in the form of investment or research services ( soft dollars ). Amounts for each Underlying Fund are disclosed in the Underlying Funds annual financial statements. 7. Prior Period Comparatives Certain comparative figures for the year ended December 31, 2004 have been reclassified to conform to the 2005 financial statement presentation. None of these reclassifications had an impact on the net asset value or net asset value per unit reported for the prior period. 8. Other Reports Audited financial statements for the year ended December 31, 2005 of the Underlying Funds are available, without charge, by writing to: TD Managed Assets Program c/o TD Asset Management Inc. TD Canada Trust Tower, 35 th Floor 161 Bay Street Toronto, Ontario M5J 2T2 11
14 Notes
15 Notes 13
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