Citigroup Acquires Unisen Holdings from AGF

On October 3, 2005, AGF Management Ltd. completed the sale of Unisen Holdings Inc. and its wholly-owned subsidiary Unisen Inc. to CitiFinancial Canada, Inc., an indirect subsidiary of Citigroup Inc. The acquisition is valued at US$97.5 million subject to adjustments for working capital, revenue thresholds and options on certain assets of the Unisen operations. Unisen will be fully integrated into Citigroup's Global Transaction Services division, which operates in 102 countries. Unisen will continue to service all existing clients. Unisen will also continue to service AGF and AGF mutual funds under a 10-year service agreement. AGF is one of Canada's premier investment management
companies with offices across Canada and subsidiaries around the world.

CitiFinancial was represented by Blake, Cassels & Graydon LLP with a team that included Greg Frenette, Anna MacMillan and Jake Gilbert (corporate), Kathryn Bush (pension & benefits), Bryan Bailey (income tax), Allan Gelkopf (commodity tax) and Min Ganaha and Alex Matheson (technology).

AGF Management was represented in-house by Judy Goldring, senior vice-president and general counsel, and Daniel Awrey, legal counsel, and by Stikeman Elliott LLP with a team that included Karen Jackson, Justin Parappally and Jacky Luk (corporate), Lorna Cuthbert (employment) and Debbie Salzberger (competition).

In connection with the services agreement, AGF Funds Inc. was represented in-house by Mark Adams, vice-president, legal counsel; by Kathryn Ash and Liz Jordan of Borden Ladner Gervais LLP; and by David Valentine of Blakes, who represented Citigroup's Global Transaction Services.