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     Management Proxy Circular
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    -Q3 2005 Conf. Call Transcript

    -Q4 2005 Conf. Call Transcript
    -Q1 2006 Conf. Call Transcript
    -Q2 2006 Conf. Call Transcript
    -Q3 2006 Conf. Call Transcript
    -Feb 6/07 APVF Conversion
    -Q1 2007 Conf. Call Transcript

 

 Conversion Plan - Q&A

January 31st, 2007

ALGONQUIN POWER VENTURE FUND

Background

In September 2005, the Province of Ontario announced the phase-out of the Labour Sponsored Fund (LSIF) Tax Credit by the end of the 2010 Taxation Year (2011 RRSP Season).

This change will probably make it more difficult for LSIFs in Ontario, including APVF, to raise new capital and to provide liquidity for shareholders.

As described in our November 2006 prospectus, the Fund has several options given the above change. These options include:

  • continue to operate as an Ontario registered LSIF until the program expires and obtain liquidity through an organized sale of the portfolio
  • register under federal legislation which would broaden the Fund’s investment mandate and allow it to continue offering a 15% federal tax credit to investors after the phase-out of the provincial credits
  • effect a conversion to an exchange-listed entity providing a liquidity option to the Fund’s shareholders

Potential Questions and Answers for Advisors and their Clients:
I tried to place a trade for APV 100 (or APV 200) and was told the Fund is closed. What happened? Why?
When will we receive the Information Circular and when will the Special Meeting be held?
I want to redeem my shares now. What are the consequences?
(from Dealer): Will you accept a trade with a Letter of Indemnity since trade was delayed due to an administrative error? (also applies to backdates and corrections?
Will PACs continue to run after February 1, 2007?
(from Advisor) What about T2033s that are in progress, i.e. that the relinquishing institution has not yet sent the funds to Citigroup?

If you have additional questions, please call Greg Owttrim at Algonquin Power Venture Fund at (905) 465-4535. If Greg is not available please call Josh Gillespie at 905-465-4561 or Jeff Norman at (905)465-4547.

 

Q. I tried to place a trade for APV 100 (or APV 200) and was told the Fund is closed. What happened? Why?

A. The Fund has been closed to purchases in anticipation of an information circular being mailed to all shareholders outlining a proposed plan to convert the Algonquin Power Venture Fund (the “Fund”) from its current status as a Labour Sponsored Venture Capital Corporation (“LSVCC”) to that of any exchange listed public corporation. The information circular will provide details in keeping with the board’s decision as announced via a Canada NewsWire press release dated January 31st, 2007. As indicated in the news release the Special Meeting of shareholders will held on or about May 8th, 2007.

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Q. When will we receive the Information Circular and when will the Special Meeting be held?

The Information Circular is being drafted at this time and will be available for distribution at least 21 days prior to the special meeting of the shareholders (on or about May 8th, 2007).

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I want to redeem my shares now. What are the consequences?.

As indicated in the Canada NewsWire press release of January 31st, 2007, redemptions remain subject to the full provincial and federal tax credit clawback (i.e. 30%) until such time as the Fund receives regulatory and shareholder approval to effect the conversion.

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(from Dealer): Will you accept a trade with a Letter of Indemnity since trade was delayed due to an administrative error? (also applies to backdates and corrections)?

Yes, send LOI to Citigroup in the normal manner

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Will PACs continue to run after February 1, 2007?

All PACs will be stopped on February 1, 2007

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(from Advisor) What about T2033s that are in progress, i.e. that the relinquishing institution has not yet sent the funds to Citigroup?

Since the Fund is now closed, it’s preferable that you find another investment for your client..

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Algonquin Power Venture Fund, 2845 Bristol Circle, Oakville, ON Canada, L6H 7H7
Tel: 905.465.4500 Toll Free 1.866.799.3081 Fax: 905. 465.4514 Email: APVF@AlgonquinPowerVentureFund.com