Blue Ribbon Income Fund : Annual Information Form – 2022

ANNUAL INFORMATION FORM

Units

March 23, 2023

FORWARD-LOOKING STATEMENTS

Certain statements contained in this annual information form constitute forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Administrator (as defined below) believes the expectations reflected in forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this annual information form should not be unduly relied upon. These statements speak only as of the date of this annual information form.

In particular, this annual information form may contain forward-looking statements pertaining to distributable cash and distributions. The actual results could differ materially from those anticipated in these forward-looking statements as a result of, among other things, the risk factors set out in this annual information form. The Administrator does not undertake any obligation to publicly update or revise any forward-looking statements.

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	TABLE OF CONTENTS
GLOSSARY OF TERMS	4
1.0	NAME, FORMATION AND HISTORY	9
1.1	Declaration of Trust	9
1.1.1	Investment Objectives	9
1.1.2	Investment Policies	9
1.1.3	General	9
2.0	INVESTMENT RESTRICTIONS	10
3.0	DESCRIPTION OF SECURITIES	10
3.1	The Units	10
3.2	Distributions	11
3.3	Amending the Declaration of Trust	12
3.3.1	Amendment of the Declaration of Trust by the Trustee	12
3.3.2	Amendment of the Declaration of Trust by the Unitholders	13
3.4	Termination of the Fund	13
4.0	VALUATION OF PORTFOLIO SECURITIES	14
5.0	CALCULATION OF NET ASSET VALUE	15
6.0	PURCHASES OF FUND UNITS	15
6.1	General	15
6.2	Issuer Bid	15
7.0	REDEMPTION OF SECURITIES	15
7.1	General	16
7.2	Suspension of Redemptions	16
8.0	RESPONSIBILITY FOR FUND OPERATIONS	17
8.1	Administrator	17
8.1.1	Administration Fee	17
8.1.2	Termination of the Administrative Services Agreement	18
8.1.3	Directors and Officers of the Administrator	18
8.1.4	Independent Review Committee	18
8.2	The Investment Manager	19
8.2.1	Principal Investment Managers	19
8.2.2	Investment Management Fee	20
8.2.3	Brokerage Arrangements	20
8.2.4	Termination of the Investment Management Agreement	20
8.3	The Trustee	21
8.4	The Custodian	21
8.4.1	Custodian Fees	21
8.4.2	Termination of the Custodial Services Agreement	21
8.5	Valuation Services	21
8.6	Auditor, Registrar, Transfer Agent and Distribution Agent	22
8.7	Securities Lending Agents	22
9.0	CONFLICTS OF INTEREST	22
9.1	Principal Holders of Securities and Affiliated Entities	22
9.2	Securities Held by Members of the Independent Review Committee	23
10.0	FUND GOVERNANCE	23
10.1	Composition of the Independent Review Committee	24
10.2	Proxy Voting Policy	24
10.3	Securities Lending	25
10.4	Short-Term Trades	26
11.0	INCOME TAX CONSIDERATIONS	26
11.1	Taxation of the Fund	27
11.2	Taxation of Unitholders	30
12.0	REMUNERATION OF DIRECTORS, OFFICERS, IRC MEMBERS AND TRUSTEES	31
13.0	MATERIAL CONTRACTS	32
14.0	OTHER MATERIAL INFORMATION	32
14.1	Risk Factors	32

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GLOSSARY OF TERMS

In this Annual Information Form, the following terms shall have the meanings set forth below, unless otherwise indicated.

"Additional Distributable Capital Amount" means with respect to any taxation year of the Fund, the amount, if any, by which the Net Capital Gains for such taxation year exceeds the Distributed Capital Amount for such taxation year.

"Additional Distributable Income Amount" means with respect to any taxation year of the Fund, the amount, if any, by which the Net Income for such taxation year exceeds the aggregate Distributable Cash paid or payable by the Fund for such taxation year.

"Additional Distribution Date" means December 31 of each taxation year or, if December 31 is not a business day, the last business day preceding December 31.

"Administrator" means the administrator of the Fund, Blue Ribbon Fund Management Ltd., and thereafter such other person as may be appointed Administrator by the Unitholders or the Trustee in accordance with the terms of the Declaration of Trust.

"Administrative Services Agreement" means an administrative services agreement dated as of November 20, 2009 between the Administrator and the Fund respecting the management and administration of the Fund by the Administrator.

"Administration Fee" means the fee payable to the Administrator pursuant to the Administrative Services Agreement and the Declaration of Trust, as described in section 8.1.1 of this Annual Information Form.

"Annual Redemption Amount" means a redemption price per Unit surrendered for redemption on the Annual Redemption Date that is equal to 100% of the net asset value per Unit minus costs associated with the redemption, including brokerage costs provided, however, that in determining the net asset value for the purpose of calculating the Annual Redemption Amount, the Administrator may value any security which is listed or traded upon a stock exchange (or if more than one, on the stock exchange on which the security primarily trades, as determined by the Administrator) by taking the volume weighted average trading price of the security on such exchange during the last three business days of the month in which the Annual Redemption Date occurs, or for the first annual redemption, the three business days ending on the Annual Redemption Date, or lacking any sales during such period or any record thereof, the simple average of the latest available offer price and the latest available bid price (unless in the opinion of the Administrator such value does not reflect the value thereof and in which case the fair market value as determined by the Administrator shall be used), as at the Annual Redemption Date, all as reported by any means in common use.

"Annual Redemption Date" means the second last business day of November in any year.

"Brompton" means the Brompton group of companies.

"Brompton Funds" means Brompton Corp., and its wholly owned subsidiary Brompton Funds Limited, which acts as sub-administrator of the Fund. Brompton Corp. is in the business of managing investment funds.

"business day" means any day except Saturday, Sunday, a statutory holiday in Toronto, Ontario or any other day on which the TSX is not open for trading.

"CDS" means CDS Clearing and Depository Services Inc.

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"CDS Participant" means a participant in CDS.

"CRA" means the Canada Revenue Agency.

"Custodial Services Agreement" means the custodian agreement entered into by the Fund and the Custodian and certain of its affiliates as of November 20, 2009, as it may be amended from time to time.

"Custodian" means CIBC Mellon Trust Company in its capacity as custodian under the Custodial Services Agreement, as appointed from time to time by the Trustee.

"Declaration of Trust" means the declaration of trust governing the Fund, as it may be amended, restated or modified from time to time, as described in section 1.1 of this Annual Information Form.

"Distributable Cash" means, in respect of a Record Date, the amount calculated as of that Record Date equal to:

1. all cash received by the Fund in respect of the Portfolio Securities (excluding any amounts received by the Fund upon the disposition of any of the Portfolio Securities) since the immediately preceding Record Date;

less the sum of:

1. all Fund Expenses incurred since the immediately preceding Record Date; and
2. any other amounts (including taxes) required by law or under the Declaration of Trust to be deducted, withheld or paid by or in respect of the Fund since the immediately preceding Record Date.

Despite the foregoing, for purposes of calculating the Distributable Cash for the first Distribution Date, the references above to "since the immediately preceding Record Date" shall be deemed to be references to on or after the date on which the initial public offering of Units was completed.

"Distributed Capital Amount" means with respect to any taxation year of the Fund, the amount, if any, by which the aggregate Distributable Cash paid or payable by the Fund for such taxation year exceeds the Net Income for such taxation year.

"Distribution Date" means a date on which the Trustee makes a distribution of Distributable Cash, which date shall be within 20 business days following each Record Date.

"Extraordinary Resolution" means a resolution passed by the affirmative vote of at least 75% of the votes cast, either in person or by proxy, at a meeting of Unitholders, called for the purpose of considering such resolution.

"Fund" means Blue Ribbon Income Fund.

"Fund Expenses" means all expenses incurred by the Trustee, the Administrator, the Investment Manager or any third party, in each case for the account of the Fund, in connection with the establishment and ongoing management and administration of the Fund and the ongoing administration of the Units together with all amounts paid by the Fund on account of the indebtedness of the Fund.

"Fund Property" means the property and assets of the Fund.

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