AMENDMENT NO. 1 dated July 14, 2008 to the annual information form dated March 7, 2008 for:

Transcription

1 AMENDMENT NO. 1 dated July 14, 2008 to the annual information form dated March 7, 2008 for: MULVIHILL CANADIAN MONEY MARKET FUND MULVIHILL CANADIAN BOND FUND MULVIHILL GLOBAL EQUITY FUND MULVIHILL TOTAL RETURN FUND (the Funds ) AMENDMENTS TO THE ANNUAL INFORMATION FORM Summary Mulvihill Capital Management Inc. ( MCM ), the sole shareholder of Mulvihill Fund Services Inc., the manager and trustee of the Funds, has entered into an agreement with Ridgewood Capital Asset Management Inc. ( Ridgewood ) pursuant to which Ridgewood has agreed to acquire the mutual fund business of MCM. Accordingly, and subject to receipt of all necessary regulatory and unitholder approvals, Ridgewood will become the manager, trustee, portfolio adviser and the principal distributor of each Fund. MCM will be retained by Ridgewood to act as sub-adviser of Mulvihill Total Return Fund (to be renamed Ridgewood Total Return Fund, as described below). A meeting of unitholders has been called for August 21, 2008 to consider the change in manager and trustee of the Funds. If approved, the aforementioned changes are expected to be effective on or about September 1, 2008 (the Effective Date ). In addition, on the Effective Date, the names of each of the Funds will be changed as more fully described below. Amendments The annual information form is amended as set out below. 1. The following is inserted as a footnote on the cover page of the annual information form following the words Mulvihill Mutual Funds : On July 2, 2008, Mulvihill Capital Management Inc. ( MCM ), the sole shareholder of Mulvihill Fund Services Inc., the manager and trustee of the funds, announced that it has entered into an agreement with Ridgewood Capital Asset Management Inc. ( Ridgewood ) pursuant to which Ridgewood has agreed to acquire the mutual fund business of MCM (the Ridgewood Transaction ). In accordance with such agreement, and subject to receipt of all necessary regulatory and unitholder approvals, effective on or about September 1, 2008 (the Effective Date ), Ridgewood will become the manager, trustee, portfolio adviser and principal distributor of each of the funds. In accordance with such change, as of the Effective Date, the name of the family of funds will be changed to Ridgewood

2 - 2 - Mutual Funds and the name of each fund will be changed, as set out in the chart below: Existing Name Mulvihill Canadian Money Market Fund Mulvihill Canadian Bond Fund Mulvihill Global Equity Fund Mulvihill Total Return Fund New Name Ridgewood Canadian Money Market Fund Ridgewood Canadian Bond Fund Ridgewood Global Equity Fund Ridgewood Total Return Fund 2. The second paragraph under the heading The funds on page 1 is deleted in its entirety and replaced with the following: Each fund is a trust established under the laws of Ontario and is currently governed by a declaration of trust or a trust agreement of Mulvihill Fund Services Inc. ( Mulvihill ), the current trustee and manager of the funds. Mulvihill Capital Management Inc. ( MCM ) is the current investment manager and principal distributor of each of the funds. Mulvihill is a wholly-owned subsidiary of MCM. RBC Dexia Investor Services Trust ( RBC Dexia ) is the custodian of the funds. See Organization of the funds for more details. A meeting of unitholders of the Funds has been scheduled for August 21, 2008 for the purpose of approving a change in manager and trustee of the funds from Mulvihill to Ridgewood Capital Asset Management Inc. ( Ridgewood ). If approved, the relevant trust declaration or agreement for each fund will be amended to reflect this change. Ridgewood will also replace MCM as the portfolio adviser and principal distributor of each of the funds. MCM will, however, be retained to act as the sub-adviser to Mulvihill Total Return Fund (to be renamed Ridgewood Total Return Fund on the Effective Date). 3. The three paragraphs under the heading Organization of the funds Trustee and Manager on page 2 are deleted in their entirety and replaced with the following: Mulvihill is currently the manager and trustee of each of Mulvihill Canadian Money Market Fund, Mulvihill Canadian Bond Fund and Mulvihill Global Equity Fund (together, the Mulvihill Funds ) pursuant to a declaration of trust. The declaration of trust consists of a master declaration of trust dated February 18, 1999, as amended June 2, 2000, and fund declarations dated February 18, 1999 in respect of each of Mulvihill Canadian Money Market Fund and Mulvihill Canadian Bond Fund and June 2, 2000 in respect of Mulvihill Global Equity Fund. Mulvihill Global Equity Fund was established under a trust agreement between Mulvihill and RBC Dexia dated January 29, On June 2, 2000, Mulvihill became the trustee of Mulvihill Global Equity Fund and entered into the fund declaration described above.

3 - 3 - Mulvihill is also currently the manager and trustee of Mulvihill Total Return Fund (the Total Return Fund ) pursuant to a trust agreement which consists of a master trust agreement dated February 8, 2000 of Mulvihill, as amended October 2, 2000 (to reflect a change in securities legislation from National Policy 39 to National Instrument Mutual Funds ( NI )) and a fund declaration dated February 8, 2000 (the Total Return Declaration ). The Total Return Declaration was amended on April 1, 2008 to reflect a change in name of the Total Return Fund from the name Premium Global Income Fund. Also on April 1, 2008, the issued and outstanding units of the Total Return Fund were consolidated on a basis that resulted in the net asset value per unit of the Total Return Fund being $10.00 immediately after such consolidation. In accordance with the Ridgewood Transaction, and subject to receipt of all necessary regulatory and unitholder approvals, as of the Effective Date, Ridgewood will become the manager, trustee and portfolio adviser of each of the funds. Each of the funds will also be renamed. As noted above, the relevant trust declaration or agreement for each fund will be amended as of the Effective Date to reflect such changes. 4. The fourth paragraph under the heading Replacement of Manager on page 4 is deleted in its entirety and replaced with the following: Certain directors and officers of Mulvihill indirectly own voting securities of MCM, both of record and beneficially, through their holdings in MCM Group Holdings Inc. ( MCM Holdings ), the sole shareholder of MCM. Mr. Mulvihill indirectly owns 93,000 shares (97.7%) of MCM Holdings and Mr. Simpson currently owns 2.1% of MCM Holdings. As of the Effective Date, and conditional upon the closing of the Ridgewood Transaction, Mr. Simpson will sell all his shares of MCM Holdings to Mulvico Corp. Mulvico Corp. is controlled by Mr. Mulvihill. As noted above, subject to receipt of all necessary regulatory and unitholder approvals, as of the Effective Date, Ridgewood will become the manager, trustee and portfolio adviser of each of the funds. The name and municipality of residence, position held with Ridgewood and current principal occupation of each of the directors and officers of Ridgewood are as follows:

4 - 4 - Name and Municipality of Residence John H. Simpson Toronto, Ontario Paul W. Meyer Oakville, Ontario Office or Position with Ridgewood Managing Director, Secretary and Director Managing Director and Director Current Principal Occupation Senior Vice President of Mulvihill Capital Management Inc. Vice President, Equities of Mulvihill Capital Management Inc. As noted above, Mr. Simpson has held his current position with Mulvihill and MCM for the past five years. Mr. Simpson was appointed to his current positions with Ridgewood in May Mr. Meyer s biographical information is provided on page 5, under the heading Portfolio Adviser, below. Mr. Meyer was appointed to his current positions with Ridgewood in May As at July 14, 2008, Mr. Simpson and Mr. Meyer each held 50% of the outstanding shares of Ridgewood. On the Effective Date, MCM will acquire a 25% interest in Ridgewood, with Mr. Simpson and Mr. Meyer each maintaining a 30% interest. 5. The following text is added following the sixth paragraph under the heading Portfolio Adviser on page 5: Subject to receipt of all necessary regulatory and unitholder approvals, as of the Effective Date, Ridgewood will replace MCM as the portfolio adviser of each of the funds. MCM will be retained to act as the sub-adviser to Mulvihill Total Return Fund (to be renamed Ridgewood Total Return Fund on the Effective Date). Despite the change in portfolio adviser, the individuals that are principally responsible for the day-to-day management of the portfolio of each fund will remain the same. Further, there will be no increase in fees payable by the funds or their unitholders in connection with the change of portfolio adviser. 6. The following text is added following the first paragraph under the heading Principal Distributor on page 6: In connection with the Ridgewood Transaction, as of the Effective Date, MCM will be replaced as principal distributor of the funds by Ridgewood. Ridgewood will act as principal distributor of the funds on the same terms and conditions as MCM. 7. The following is inserted as a footnote at the end of the second sentence in the second paragraph under the heading Fund Governance Independent Review Committee on page 8: The IRC will be reconstituted on the Effective Date such that the existing members will cease to act as members of the IRC and new members will be appointed on that date.

5 The following is inserted as a footnote after the first paragraph under the heading Purchases, Switches and Redemptions How you can purchase, switch or redeem on page 13: Under the terms of the Ridgewood Transaction, as of the Effective Date, Ridgewood will acquire the assets of Mulvihill Wealth Management division of MCM. As of the Effective Date, units of a fund will be available for purchase only by clients of Ridgewood.

6 Auditors Consent Mulvihill Canadian Money Market Fund Mulvihill Canadian Bond Fund Mulvihill Global Equity Fund Mulvihill Total Return Fund (formerly the Premium Global Income Fund ) (collectively, the Funds ) We have read the simplified prospectus of the Funds dated March 7, 2008, as amended by amendment no. 1 dated July 14, 2008 (together, the Prospectus ) and the annual information form of the Funds dated March 7, 2008, as amended by amendment no. 1 dated July 14, 2008 relating to the sale and issue of mutual fund units. We have complied with Canadian generally accepted standards for an auditor s involvement with offering documents. We consent to the use, through incorporation by reference in the above-mentioned Prospectus, of our reports dated February 29, 2008 to the unitholders of each of the Funds on the following financial statements: the statement of investments as at December 31, 2007; the statements of net assets as at December 31, 2007 and 2006; the statements of financial operations and of changes in net assets for the years ended December 31, 2007 and 2006; and the statements of gain (loss) on sale of investments for the years ended December 31, 2007 and 2006 (except for Mulvihill Canadian Money Market Fund). Deloitte & Touche LLP Chartered Accountants Licensed Public Accountants July 14, 2008

7 Certificate of the Manager, Promoter and the Funds This amendment no. 1 dated July 14, 2008, together with the annual information form dated March 7, 2008 and the simplified prospectus dated March 7, 2008, as amended by amendment no. 1 dated July 14, 2008 required to be sent or delivered to a purchaser during the currency of this annual information form, as amended, and the documents incorporated by reference into the simplified prospectus, as amended, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectus, as amended, as required by the securities legislation of all the Provinces and Territories of Canada, except Quebec, and do not contain any misrepresentations. Dated: July 14, 2008 John P. Mulvihill John P. Mulvihill Acting Chief Executive Officer for the purposes of this Certificate, President Mulvihill Fund Services Inc. Sheila Szela Sheila Szela Chief Financial Officer Mulvihill Fund Services Inc. On behalf of the Board of Directors of Mulvihill Fund Services Inc. as Trustee and Manager of the funds John H. Simpson John H. Simpson Director On behalf of Mulvihill Capital Management Inc. as Promoter of the funds John P. Mulvihill John P. Mulvihill President

8 Certificate of the Principal Distributor of the Funds To the best of our knowledge, information and belief, this amendment no. 1 dated July 14, 2008, together with the annual information form dated March 7, 2008, the financial statements of Mulvihill Canadian Money Market Fund, Mulvihill Canadian Bond Fund, Mulvihill Global Equity Fund and Mulvihill Total Return Fund for the fiscal year ended December 31, 2007 and the auditors report thereon, together with the simplified prospectus dated March 7, 2008, as amended by amendment no. 1 dated July 14, 2008, required to be sent or delivered to a purchaser during the currency of this annual information form, as amended, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectus, as amended, and do not contain any misrepresentation. Dated: July 14, 2008 John P. Mulvihill John P. Mulvihill President Mulvihill Capital Management Inc.