AGF Management Limited Reports Fourth Quarter and Fiscal 2012 Financial Results

AGF Management Limited Reports Fourth Quarter and Fiscal 2012 Financial Results 
TORONTO, Jan. 30, 2013 /CNW/ - AGF Management Limited (AGF) today announced 
financial results for the year ended November 30, 2012. 
Fourth Quarter Overview 
During the fourth quarter of 2012, the Company recorded net income from 
continuing operations of $13.0 million, compared to $18.0 million during the 
same period in 2011. Revenue for the fourth quarter ended November 30, 2012 
decreased to $125.0 million, compared to $138.2 million in the same period in 
2011. As a result of lower revenue, EBITDA decreased 11.2% in the fourth 
quarter of 2012, over the respective 2011 period. 
Diluted earnings per share from continuing operations was $0.14 per share in 
the three months ended November 30, 2012, as compared to $0.19 per share for 
the same period in 2011.  
"We recognize that 2012 posed clear challenges for the investment management 
industry and AGF," said Blake C. Goldring, Chairman and CEO of AGF Management 
Limited. "We have significantly reinvested in our global investment 
management platform to enhance our overall investment performance while 
building out our Emerging Markets and Global capabilities and solidifying our 
key distribution relationships. The disposition of AGF Trust marked our 
commitment to our core business of investment management. Finally, for our 
valued shareholders, we continued our history of dividend growth and used 
capital from the sale of AGF Trust to repurchase stock under our current 
normal course issuer bid." 
2012 Operational Highlights 
As part of AGF's commitment to deliver innovative products to investors, the 
company launched the AGF Floating Rate Income Fund in Canada managed by Eaton 
Vance. In working partnership, the Eaton Vance Global Natural Resources Fund 
in the United States was also launched, sub advised by AGF. Additionally, 
AGF won Canadian Lipper Awards for the best three-year and five-year returns 
in the Emerging Markets Equity category and its AGF Global Resources Class won 
best five-year return in National Resources Equity category. AGF was also 
awarded a natural resources mandate by China's National Council for Social 
Security Fund, which recognizes AGF's disciplined investment process and 
proven track record in managing resource portfolios. 
AGF added to its investment capabilities by hiring five talented investment 
professionals to strengthen the Global platform and acquired Robitaille Asset 
Management to enhance our position in the Canadian equity-income space.Other 
significant investments in 2012 were made in the investment management 
platform and operational capabilities to support our investment professionals 
and our global distribution footprint. 
"As we move into 2013, we remain focussed on offering retail and institutional 
investors the best investment management products and solutions across a truly 
global platform," added Mr. Goldring. 
2012 Financial Results Summary 
Total assets under management (AUM) decreased 14.9% from $46.0 billion at 
November 30, 2011 to $39.2 billion at November 30, 2012. The decrease in AUM 
was a result of institutional and sub-advisory accounts net redemptions. 
Consolidated revenue from continuing operations decreased 12.9% to $510.2 
million, compared to the same period in 2011, reflecting lower AUM levels. 
Diluted earnings per share (EPS) from continuing operations for the year ended 
November 30, 2012 was $0.29 per share, compared to $0.80 per share in 2011. 
Adjusted EPS from continuing operations was $0.63 per share for fiscal 2012, 
compared to $1.05 per share for the same period in 2011. 
Dividends paid to shareholders increased by 1.0% to $1.08 per share on an 
annual basis from $1.07 in 2011. In fiscal 2012, AGF repurchased a total of 
7,697,609 shares for $88.7 million. In total, AGF returned $188 million of 
free cash flow from operations to shareholders through a combination of cash 
dividends and share buybacks. 
Earnings before interest, taxes, depreciation and amortization (EBITDA) 
decreased to $189.0 million, compared to $238.0million in 2011. EBITDA 
margin decreased to 37.0%, compared to 40.6% in 2011. 
Net income from continuing operations decreased to $27.7 million, compared to 
$76.6 million in 2011. One-time items before tax of $25.1million included 
impairment charges of $22.1million and a restructuring charge of 
$2.2million related to the realignment of costs due to the sale of AGF 
Trust. In addition, the company recognized a $10.6million charge related to 
the impact of a tax rate change. 
AGF Management Limited
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS 
For the year ended November 30, 2012 
CAUTION REGARDING FORWARD-LOOKING STATEMENTS 
This Management's Discussion and Analysis (MD&A) includes forward-looking 
statements about the Company, including its business operations, strategy and 
expected financial performance and condition. Forward-looking statements 
include statements that are predictive in nature, depend upon or refer to 
future events or conditions, or include words such as 'expects,' 
'anticipates,' 'intends,' 'plans,' 'believes' or negative versions thereof and 
similar expressions, or future or conditional verbs such as 'may,' 'will,' 
'should,' 'would' and 'could.' In addition, any statement that may be made 
concerning future financial performance (including revenues, earnings or 
growth rates), ongoing business strategies or prospects, and possible future 
action on our part, is also a forward-looking statement. Forward-looking 
statements are based on certain factors and assumptions, including expected 
growth, results of operations, business prospects, business performance and 
opportunities. While we consider these factors and assumptions to be 
reasonable based on information currently available, they may prove to be 
incorrect. Forward-looking statements are based on current expectations and 
projections about future events and are inherently subject to, among other 
things, risks, uncertainties and assumptions about our operations, economic 
factors and the financial services industry generally. They are not guarantees 
of future performance, and actual events and results could differ materially 
from those expressed or implied by forward-looking statements made by us due 
to, but not limited to, important risk factors such as level of assets under 
our management, volume of sales and redemptions of our investment products, 
performance of our investment funds and of our investment managers and 
advisors, competitive fee levels for investment management products and 
administration, and competitive dealer compensation levels and cost efficiency 
in our investment management operations, as well as interest and 
foreign-exchange rates, taxation, changes in government regulations, 
unexpected judicial or regulatory proceedings, and our ability to complete 
strategic transactions and integrate acquisitions. We caution that the 
foregoing list is not exhaustive. The reader is cautioned to consider these 
and other factors carefully and not place undue reliance on forward-looking 
statements. Other than specifically required by applicable laws, we are under 
no obligation (and expressly disclaim any such obligation) to update or alter 
the forward-looking statements, whether as a result of new information, future 
events or otherwise. For a more complete discussion of the risk factors that 
may impact actual results, please refer to the 'Risk Factors and Management of 
Risk' section of this MD&A. 
Management's Discussion and Analysis 
This Management's Discussion and Analysis (MD&A) presents an overview of the 
results of operations and the financial condition of AGF Management Limited 
(AGF) and its subsidiaries as at November 30, 2012, compared to November 30, 
2011. The MD&A commentary is as of January 29, 2013. The MD&A should be read 
in conjunction with the 2012 Consolidated Financial Statements for the year 
ended November 30, 2012. Unless otherwise indicated, all dollar amounts are in 
Canadian dollars. Throughout this discussion, percentage changes are 
calculated based on results rounded to the nearest thousand. Results, except 
per share information, are presented in millions of dollars. Percentage 
changes are calculated using numbers rounded to the decimals that appear in 
this MD&A. For purposes of this discussion, the operations of AGF and our 
subsidiary companies are referred to as 'we,' 'us,' 'our' or 'the Company.' 
Basis of Presentation and Summary of Accounting Policies 
As of December 1, 2011 and with a transition date of December 1, 2010, AGF's 
financial results have been reported in accordance with International 
Financial Reporting Standards (IFRS). The Consolidated Financial Statements 
for comparative periods in fiscal year 2011 have been adjusted. Note 27 of the 
Consolidated Financial Statements discloses the impact of the transition to 
IFRS and contains reconciliations and descriptions of the effects on AGF's 
reported financial position, financial performance and cash flows for the year 
ended November 30, 2011. Results for years prior to 2011 have not been 
adjusted and are presented in accordance with Canadian Generally Accepted 
Accounting Principles (GAAP) as defined at that time. The adoption of IFRS has 
not had an impact on AGF's operations, strategic decisions and cash flow. 
Upon transition to IFRS, the Company decided to elect certain exemptions 
permitted by IFRS 1, the most material of which related to business 
combinations, cumulative translation differences and securitization. As a 
result of the adoption of IFRS, certain accounting policies were amended, the 
most impactful of which were the amortization related to finite-life assets 
and deferred selling commissions and goodwill impairment 
testing.Amortization related to finite life assets and deferred selling 
commissions was amended to recognize attrition and redemptions as they occur. 
Goodwill impairment testing is completed at a cash generating unit level under 
IFRS. As a result, it is more likely that impairment charges are recognized 
under IFRS. 
There were no significant changes in our MD&A disclosure as a result of our 
changeover to IFRS. 
We also utilize non-IFRS financial measures to assess our overall performance. 
Details of non-IFRS measures used are outlined in the 'Key Performance 
Indicators, Additional IFRS and Non-IFRS Measures' section, which provides 
calculations of the non-IFRS measures along with reconciliation of non-IFRS 
financial measures to GAAP financial statements. 
Our Business 
AGF Management Limited, with $39.2 billion in assets under management (AUM) as 
at November 30, 2012, is one of the largest independent Canadian-based 
investment management firms, with operations and investments in Canada, the 
United States, the United Kingdom, Ireland and Asia. 
The origin of our Company dates back to 1957 with the introduction of the 
American Growth Fund, the first mutual fund available to Canadians seeking to 
invest in the United States. As of November 30, 2012, our products and 
services include a diversified family of award-winning mutual funds, mutual 
fund wrap programs and pooled funds. AGF also manages assets on behalf of 
institutional investors including pension plans, foundations and endowments as 
well as for high-net-worth clients. Our multi-disciplined investment 
management teams have expertise across the balanced, fixed income, equity and 
specialty asset categories and are located in Toronto, Dublin and Singapore. 
Our teams work collaboratively to provide excellence in money management and 
each has a clearly stated investment philosophy and a unique, research-driven 
investment process. 
Our retail operations are responsible for the sales and marketing of AGF 
mutual funds. AGF offers approximately 73 retail products including mutual 
funds, Harmony Private Investment Program and AGF Elements portfolios. 
Our global institutional business provides investment management services for 
a variety of clients including institutions, pension funds, endowments, 
estates and sovereign wealth funds. We offer a diverse range of investment 
strategies and have sales and client service offices in Toronto, London 
(Ontario), Boston, Dublin and Hong Kong. 
Our high-net-worth business provides investment management and counselling 
services for high-net-worth clients in local markets. It includes the 
operations of Cypress Capital Management Limited in Vancouver, Highstreet 
Asset Management Inc. in London, Ontario, and Doherty & Associates Limited in 
Ottawa and Montreal. 
The results from continuing operations are comprised of our Investment 
Management Operations, which include the results of our retail, institutional 
and high-net-worth client businesses as well as our 31.1% equity interest in 
Smith & Williamson Holdings Limited (S&WHL), a leading, independent private 
client investment management, financial advisory and accounting group based in 
the U.K. with ₤12.9 billion of AUM as at November 30, 2012. 
The principal subsidiaries and associated companies included, collectively 
referenced as the AGF Group of Companies (AGF), are entities listed in the 
'Government Regulations' section on page 23 of this MD&A under the section 
'Investment Management Operations.' 
On August 1, 2012, AGF completed the sale of 100% of the shares of AGF Trust 
Company (AGF Trust) to B2B Bank, a subsidiary of Laurentian Bank. Financial 
results related to AGF Trust are reported as discontinued operations. 
Our Strategy  
AGF Management Limited is committed to helping investors succeed. We strive to 
provide world-class financial solutions to clients in Canada and abroad. We 
look to expand our business through organic growth supplemented by strategic 
acquisitions while continuing to focus on our key financial priorities to 
create long-term value for all our stakeholders. 
We provide a diverse suite of investment solutions to retail, institutional 
and high-net-worth clients. We are focused on delivering strong long-term 
investment performance and excellence in client service while continuing to 
build and maintain strong relationships with our distribution partners. 
Measuring long-term shareholder growth, we look to the following key 
performance indicators: 


    --  AUM growth
    --  Revenue growth driven by new sales, market performance and
        client retention
    --  Earnings before interest, taxes, depreciation, amortization and
        non-controlling interest (EBITDA) growth
    --  Pre-tax margins

Year-over-year improvement in these measures is expected to result in improved 
cash flows as well as improved return on equity. Our objective is the return 
of a fair share of the annual cash flow to shareholders in the form of 
dividends and through share buybacks, with the remaining cash flow being 
invested in a manner intended to support future growth.

Our strategy also recognizes that the investment management business will 
experience cycles related to the global stock markets, credit availability, 
employment levels and other economic factors. We believe that a successful 
strategy is founded on the ability of our operations to effectively operate 
through economic downturns and upturns by controlling cost and maintaining an 
effective operational infrastructure.

Key Performance Drivers

AUM levels are critical to our business. The primary sources of revenue for 
AGF are management and advisory fees. These fees are based on a specific 
percentage of the average AUM. The amount of management and advisory fees 
depends on the level and composition of AUM, which in turn is dependent upon 
investment performance and net sales. These fees are generated from our mutual 
fund, institutional and sub-advisory accounts and high-net-worth 
relationships. AUM will fluctuate in value as a result of sales and 
redemptions, investment performance and acquisitions.

Investment performance, which represents market appreciation (depreciation) of 
fund portfolios and is shown net of management fees received, is a key driver 
of the level of AUM and is central to the value proposition that we offer 
advisors and unitholders. Growth in AUM resulting from investment performance 
increases the wealth of our unitholders, and, in turn, higher revenues for the 
firm.

Gross sales and redemptions are monitored separately and the sum of these two 
amounts comprises net sales (redemptions). Net sales (redemptions) also impact 
AUM levels. Net sales increase AUM and, in turn, increase revenues for the 
firm. Net redemptions decrease AUM and, in turn, reduce revenues for the firm.

Acquisitions will also affect the level of AGF's AUM. AGF may consider 
strategic acquisitions that could supplement existing investment capabilities 
and fund new product growth.

AGF uses several key performance indicators (KPIs) to measure the success of 
our business strategies. Refer to the 'Key Performance Indicators, Additional 
IFRS and Non-IFRS Measures' section of this MD&A.

Our Priorities and Progress

Fiscal 2012 remained a challenging year for the global investment management 
industry as it was faced with continued volatility and investor uncertainty. 
The sovereign debt crisis in Europe, escalating tensions in the Middle East, 
slowing growth in Brazil, Russia, India, China (BRIC) and a challenged 
American economy all weighed heavily on investor sentiment over the last year. 
These issues also impacted AGF's performance last year, as equity investing 
remained out of favour with investors.

AGF has been through many market cycles over the last 55 years and has 
weathered the market conditions by remaining focused on its core investment 
management business. The last few years have been challenging for investors 
and investment firms alike, but at AGF, we remain committed to our mission of 
'Helping Investors Succeed.' We have focused on key areas of the business and 
have been very active in the priorities we outlined for fiscal year 2012.

AGF experienced net outflows of AUM in the retail and institutional business 
over the last year. One of our key priorities heading into 2013 is to reduce 
the level of net outflows. Although we are disappointed with the level of 
outflows experienced in 2012, we made excellent progress in several key 
operational dimensions in 2012 that we believe will lead to a return to 
organic growth of the business.
    --  Improving investment management performance through our
        distinct and disciplined investment approach was a priority in
        2012. For the year ended November 30, 2012, AGF's one-year
        investment management performance improved over the year, with
        44% of retail mutual funds ranked by Morningstar in the first
        and second quartile versus 19% in 2011.
    --  Refining and strengthening our product lineup and bolstering
        retail sales efforts in Canada while expanding global
        institutional sales presence. At the beginning of 2012, AGF
        introduced a full suite of retirement and income solutions to
        help clients transition from the pre-retirement phase to the
        post-retirement phase with the all-inclusive retirement and
        income online program, Retire Smart™. In December of
        2012, AGF launched the AGF Gold Label, a comprehensive
        investment solution designed to meet the unique needs of
        affluent investors. AGF Gold Label is offered on a wide range
        of funds across the spectrum, including equity, fixed income
        and balanced funds.
    --  Continuing to offer advisors and clients a broad range of
        investment products. During the spring of 2012, AGF announced a
        new partnership with Eaton Vance Management (EVM) and launched
        the AGF Floating Rate Income Fund in Canada and the AGF
        sub-advised Eaton Vance Global Natural Resources Fund in the
        United States.
    --  Focussing on expanding its global institutional sales presence,
        AGF announced that it had been awarded a Natural Resources
        mandate by China's National Council for Social Security Fund
        (NCSSF). The mandate recognizes AGF's proven track record in
        managing resources portfolios and AGF's disciplined investment
        process. AGF was one of only two Canadian investment managers
        to be awarded a mandate.
    --  Strengthening the Global Equity team under Stephen Way, Senior
        Vice-President and Portfolio Manager. Since the second quarter,
        AGF announced the appointment of five investment professionals.
        As a global investment management firm, these appointments
        reinforce our commitment to building a strong and talented
        management roster that will continue to support AGF's track
        record in the global and emerging markets space.

As a strategic priority for 2012 and as part of a continued focus on its core 
investment management business, AGF Management Limited completed the sale of 
its subsidiary AGF Trust on August 1, 2012. The sale allows AGF to focus 
exclusively on investment management and use the capital to accelerate 
business growth for its Canadian operations, expand its global asset 
management business and provide return of capital to shareholders in the form 
of dividends and share buybacks.

AGF remains committed to returning value to shareholders and has been active 
in deploying the capital from the sale of AGF Trust under its normal course 
issuer bid. For the year ended November 30, 2012, under the current and 
previous normal course issuer bids, 7,697,609 Class B Non-Voting shares were 
repurchased for a total consideration of $88.7 million.

Our independence, strength and focus are a part of our mission to help 
investors succeed and our vision to be a premier global asset management firm, 
delivering excellence in investment management and client service. Our goals 
and priorities over the last year and for 2013 are a testament to that 
commitment.

Outlook

We believe that 2013 will mark a better environment for equity investing both 
domestically and globally. Europe is slowly working through its financial 
issues and the United States has averted the 'fiscal cliff.' Although debt 
and growth challenges still remain, the pace of global monetary easing has 
levelled off. We believe that equity returns will outpace fixed income returns 
as we enter into a phase of rising rates, which will benefit asset managers 
that specialize in equity investing.

AGF will build upon its improving investment performance trend and will 
leverage its competitive advantage in its global distribution footprint. We 
will leverage our unique world-class capability in global equity investing 
through the retail and institutional channels to support the return to organic 
asset growth in 2013.

2012 Financial Performance Overview

Summary of Key Financial and Operational Results:
    --  Total AUM decreased 14.9% to $39.2 billion at November 30,
        2012, from $46.0 billion at November 30, 2011.
    --  Retail fund net redemptions were $3.3 billion for the year
        ended November 30, 2012, compared to net redemptions of $2.2
        billion in 2011.
    --  Revenue from continuing operations decreased 12.9% to $510.2
        million compared to 2011, reflecting lower AUM levels.
    --  EBITDA from continuing operations decreased to $189.0 million
        compared to $238.0 million in 2011. EBITDA margin decreased to
        37.0% compared to 40.6% in 2011.
    --  One-time items before tax of $25.1 million include impairment
        charges of $22.1 million, a lease termination fee of $0.8
        million and a restructuring charge of $2.2 million related to
        the realignment of costs due to the sale of AGF Trust. In
        addition, we recognized a $10.6 million charge related to the
        impact of a tax rate change.
    --  Diluted EPS from continuing operations for the year ended
        November 30, 2012, was $0.29 per share compared to $0.80 per
        share in 2011. Adjusted EPS from continuing operations was
        $0.63 per share in fiscal 2012, compared to $1.05 per share
        during the same period in 2011.
    --  Under the current and previous normal course issuer bids,
        7,697,609 Class B Non-Voting shares were repurchased for a
        total consideration of $88.7 million at an average price of
        $11.52.
    --  We delivered value directly to our shareholders through
        dividend payments. Dividends paid, including dividends
        reinvested, on Class A Voting common shares and Class B
        Non-Voting shares were $102.0 million in fiscal 2012 compared
        to $99.4 million in fiscal 2011.
    --  We completed the sale of AGF Trust on August 1, 2012 for a
        total consideration of $425.7 million, including $5.9 million
        of contingent consideration.
    --  AGF one-year investment management performance improved during
        the quarter ended November 30, 2012, with 44% of retail mutual
        funds ranked by Morningstar being in the first and second
        quartile.
    --  On May 2, 2012, AGF and Eaton Vance Management (Eaton Vance)
        announced the strategic partnership, which included the launch
        of AGF Floating Rate Income Fund in Canada and the AGF
        sub-advised Eaton Vance Global Natural Resources Fund in the
        United States.
    --  At the 2012 Canadian Lipper Awards, AGF Emerging Markets Fund
        continued its reign of success for the fourth consecutive year,
        winning the award for the best three-year and five-year returns
        in the Emerging Markets Equity category. In addition, AGF
        Global Resources Class was rewarded for having the best
        five-year returns in the Natural Resources Equity Category.
    --  During the third quarter of 2012, AGF was awarded a Natural
        Resources mandate by China's National Council for Social
        Security Fund (NCSSF).

Consolidated Operating Results

The table below summarizes our consolidated operating results for the years 
ended November 30, 2012 and 2011:
                                                                
                                             Years ended November 30,

($ millions, except per share amounts)     2012      2011      % change
                                                                       

Revenue                                                                

  Investment Management Operations      $ 506.7    $ 580.8      (12.8)%

  Share of profit of associated company     3.5        4.9      (28.6)%
                                          510.2      585.7      (12.9)%
                                                                       

Expenses                                                               

  Investment Management Operations        321.2      347.7       (7.6)%
                                          321.2      347.7       (7.6)%
                                                                       

EBITDA from continuing operations(1)      189.0      238.0      (20.6)%

  Amortization                             98.0       97.2         0.8%

  Interest expense                         12.4       11.8         5.1%

  Impairment of goodwill, management       20.0       14.3        39.9%
  contracts and investment

  Income taxes                             30.9       38.1      (18.9)%

Net income from continuing operations   $  27.7    $  76.6      (63.8)%
                                                                       

Net income from discontinued operations    24.8       27.7      (10.5)%
                                                                       

Net income attributable to                  0.2        0.7      (71.4)%
non-controlling interest
                                                                       

Net income attributable to equity
owners
of the Company                          $  52.3    $ 103.6      (49.5)%
                                                                       

Diluted earnings per share                                             

  From continuing operations            $  0.29    $  0.80      (63.8)%

  From discontinued operations             0.26       0.29      (10.3)%

  From net income for the year          $  0.55    $  1.09      (49.5)%

(1) For the definition of EBITDA, see the 'Key Performance Indicators, 
Additional IFRS and Non-IFRS Measures' section. The items required to 
reconcile EBITDA to net income (loss) from continuing operations, a defined 
term under IFRS, are detailed above.

Overview of Consolidated Results

Revenue for the year ended November 30, 2012, decreased by 12.9% from 2011. 
Revenue related to Investment Management Operations decreased 12.8% for the 
year ended November 30, 2012, compared to the corresponding period in 2011. 
Revenue from share of profit of associated company, which represents the 
results of our 31.1% equity interest in S&WHL, decreased to $3.5 million for 
the year ended November 30, 2012, compared to $4.9 million for the same period 
in 2011. Results include a one-time charge of $2.1 million related to a 
goodwill impairment recorded by S&WHL in the third quarter of 2012. Results 
for the year ended November 30, 2011, include a one-time $1.0 million charge 
related to its share of a regulatory levy recorded by S&WHL. Expenses for the 
year ended November 30, 2012, decreased 7.6% compared to fiscal 2011.

The impact of the above items resulted in a decrease in total EBITDA of 20.6% 
for the year ended November 30, 2012, over the respective 2011 period.

Goodwill and indefinite life assets are not amortized, but are subject to 
impairment tests on an annual basis, or more frequently if events or changes 
in circumstances indicate that the asset may be impaired. Goodwill and 
indefinite life assets are allocated to cash-generating units (CGUs), and any 
impairment is identified by comparing the carrying value of a CGU with its 
recoverable amount, determined as the higher of its fair value less cost to 
sell and its value in use. During the years ended November 30, 2012 and 2011, 
we determined that the carrying value of a CGU was higher than its recoverable 
amount. As a result, an impairment charge of $20.0 million (2011 - $13.4 
million) was recorded. Fiscal 2011 includes $0.9 million related to impairment 
of investment.

Income tax expense for the year ended November 30, 2012, was $30.9 million as 
compared to $38.1 million in the corresponding period in 2011. The effective 
tax rate for fiscal 2012 was 52.7%, compared to 33.2% in the same period of 
2011 for continuing operations. The increase in the effective tax rate for the 
year ended November 30, 2012, compared to the same period in 2011, is mainly 
the result of new legislation that became substantively enacted during the 
third quarter of fiscal 2012. The Ontario general corporate tax rate was 
scheduled to be reduced to 10% by July 1, 2013, but the Ontario Ministry of 
Finance proposed a general corporate tax rate freeze at 11.5% in its 2012 
budget. This legislation became substantively enacted on June 20, 2012, and 
resulted in approximately $10.6 million deferred income tax expense for the 
Company during fiscal 2012.

Net Income

The impact of the above revenue and expense items resulted in net income from 
continuing operations of $27.7 million in fiscal 2012 as compared to $76.6 
million in the prior year. Basic and diluted earnings per share from 
continuing operations was $0.29 per share in 2012 as compared to $0.80 per 
share in 2011.

Return on Equity

Return on equity in fiscal 2012 was 2.5% as compared to 6.8% in 2011. The 
decrease was due to lower earnings in 2012, which were impacted by lower AUM 
levels, higher amortization on definite life intangibles and one-time 
adjustments outlined below.

One-time Adjustments

The table below summarizes the one-time adjustments for the years ended 
November 30, 2012 and 2011:
                                                              
                                           Years ended November 30, 

($ millions, except per share data)           2012      2011  
                                                              

EBITDA from continuing operations          $ 189.0   $ 238.0  
                                                              

Add:                                                          

  Acuity integration costs                       -      10.2  

  Lease termination fee                        0.8         -  

  Restructure charge                           2.2         -  

  S&WHL goodwill impairment                    2.1         -  

  S&WHL regulatory charge                        -       1.0  

Adjusted EBITDA from continuing operations $ 194.1   $ 249.2  
                                                              

Net income from continuing operations      $  27.7   $  76.6  
                                                              

Add:                                                          

  Adjustments to EBITDA from above             5.1      11.2  

  Impairment of goodwill, management          20.0      14.3  
  contracts and investment

  Tax impact on the adjustments to EBITDA    (3.7)     (2.0)  
  above

  Tax rate change                             10.6         -        

Adjusted net income from continuing        $  59.7   $ 100.1        
operations
                                                                    

Adjusted diluted EPS from continuing       $  0.63   $  1.05  
operations

Results from Discontinued Operations

On August 1, 2012, AGF Management Limited successfully completed the sale of 
AGF Trust to B2B Bank, a subsidiary of Laurentian Bank. The results for AGF 
Trust are up to July 31, 2012, and are reported as discontinued operations. 
Results from discontinued operations also include the gain on sale, other 
revenue attributable to discontinued operations and transaction costs related 
to the sale as per the Financial and Operational Results table below.

Financial and Operational Results

The following is a summary of discontinued operations up to July 31, 2012. AGF 
Trust was sold effective August 1, 2012. The results are as follows:
                                                           
                                                    For the year ended

($ millions)                                         November 30, 2012
                                                           

Net income related to AGF Trust, up to July       $               18.2
31, 2012

Gain on sale of AGF Trust, net of tax(1)                           6.6

Net income from discontinued operations           $               24.8

(1 )Fiscal 2012 includes $1.8 million in transaction costs and a $5.9 million 
gain related to the contingent consideration.

Assets Under Management

The following table illustrates the composition of the changes in total AUM 
during the years ended November 30, 2012 and 2011:
                                                                
                                           Years ended November 30, 

($ millions)                              2012       2011      % change
                                                                

Retail fund AUM (including retail    $  22,703   $  22,264         2.0%
pooled funds), beginning of year
                                                                

  Acquisition of Acuity(1)                   -       3,768          n/m
                                                                

  Gross sales                            1,870       2,695      (30.6)%

  Redemptions                          (5,137)     (4,850)         5.9%

  Net redemptions                      (3,267)     (2,155)        51.6%
                                                                

  Market appreciation (depreciation)       660     (1,174)          n/m
  of fund portfolios
                                                                

Retail fund AUM (including retail    $  20,096   $  22,703      (11.5)%
pooled funds), end of year
                                                                

Average daily retail fund AUM for    $  21,511   $  24,638      (12.7)%
the year
                                                                

Institutional and sub-advisory       $  20,119   $  17,585        14.4%
accounts AUM, beginning of year
                                                                

Acquisition of Acuity(1)                     -       3,754          n/m
                                                                       

Net change in institutional and        (4,442)     (1,220)       264.1%
sub-advisory accounts
                                                                       

Total institutional and sub-advisory $  15,677   $  20,119      (22.1)%
accounts AUM 
                                                                

High-net-worth AUM                   $   3,421   $   3,221         6.2%
                                                                

Total AUM, end of year               $  39,194   $  46,043      (14.9)%

(1) Acuity was acquired on February 1, 2011.

Redemptions for the year ended November 30, 2012, resulted in a decrease in 
retail fund AUM, including retail pooled funds, of 11.5% to $20.1 billion, 
from $22.7 billion as at November 30, 2011. Retail fund net redemptions, 
including retail pooled funds, increased to $3.3 billion from $2.2 billion for 
the year ended November 30, 2011. The average daily retail fund AUM for the 
year ended November 30, 2012, decreased to $21.5 billion, compared to $24.6 
billion for the same period in 2011. Our institutional and sub-advisory 
accounts AUM decreased 22.1% to $15.7 billion as at November 30, 2012, 
compared to $20.1 billion as at November 30, 2011. The decline in 
institutional AUM is primarily due to redemptions. Our high-net-worth AUM 
increased 6.2% to $3.4 billion at November 30, 2012, compared to $3.2 billion 
in the same period in 2011. Overall, total AUM decreased 14.9% to end the year 
at $39.2 billion, compared to $46.0 billion in 2011.

Investment Performance

Stock market performance influences our AUM levels. Returns for the year ended 
November 30, 2012, are as follows:
                                                
                                      Year ended

Stock market performance       November 30, 2012

AGF Retail Fund Portfolios                  6.4%

S&P 500(1)                                 13.4%

NASDAQ(1)                                  12.1%

S&P/TSX Composite                           3.4%

MSCI                                       11.6%

(1) Canadian dollar adjusted.

Consistent with the increase in the stock market, market appreciation net of 
management fees increased retail fund AUM by $0.6 billion since November 30, 
2011, offset by $3.3 billion in redemptions. For the one-year period ended 
November 30, 2012, 44% of retail fund AUM (excluding retail pooled funds) 
performed above median (2011 - 19%). Over the three-year period ended November 
30, 2012, 39% of retail fund AUM (excluding retail pooled funds) performed 
above median (2011 - 21%). The composition of AUM as outlined on page 10 of 
this MD&A has direct influence on our revenues. Generally, equity funds have 
higher management fees than fixed income funds and international funds have 
higher management fees than domestic funds.

Financial and Operational Results from Continuing Operations

The table below highlights the results from continuing operations for the 
years ended November 30, 2012 and 2011:
                                                                
                                             Years ended November 30,

($ millions)                                2012     2011      % change
                                                                

Revenue                                                         

  Management and advisory fees           $ 486.1   $ 552.8      (12.1)%

  Deferred sales charges                    21.1      23.2       (9.1)%

  Share of profits of associated company     3.5       4.9      (28.6)%

  Fair value adjustments and other         (0.5)       4.8          n/m
  income (loss)
                                           510.2     585.7      (12.9)%
                                                                

Expenses                                                        

  Selling, general and administrative      181.2     173.8         4.3%

  Business acquisition and integration         -      10.2          n/m

  Trailing commissions                     132.8     154.4      (14.0)%

  Investment advisory fees                   7.2       9.3      (22.6)%
                                           321.2     347.7       (7.6)%
                                                                

EBITDA(1 )                                 189.0     238.0      (20.6)%

Amortization                                98.0      97.2         0.8%

Income before taxes                      $  91.0   $ 140.8      (35.4)%

(1) As previously defined, see the 'Key Performance Indicators, Additional 
IFRS and Non-IFRS Measures - EBITDA' section.

Revenue

For the year ended November 30, 2012, revenue decreased by 12.9% over the 
previous year, with changes in the categories as follows:

Management and Advisory Fees

Management and advisory fees are directly related to our AUM levels. The 12.7% 
decrease in average daily retail fund AUM for the year ended November 30, 
2012, combined with a 22.1% decrease in institutional and sub-advisory 
accounts AUM at November 30, 2012, contributed to a 12.1% decrease in 
management and advisory fee revenue compared to 2011.

Deferred Sales Charges (DSC)

We receive deferred sales charges upon redemption of securities sold on the 
contingent DSC or low-load commission basis for which we finance the selling 
commissions paid to the dealer. The DSC ranges from 1.5% to 5.5%, depending on 
the commission option of the original subscription price of the funds 
purchased if the funds are redeemed within the first two years and declines to 
zero after three or seven years. DSC revenue fluctuates based on the level of 
redemptions, the age of the assets being redeemed and the proportion of 
redemptions composed of back-end assets. DSC revenues decreased by 9.1% for 
the year ended November 30, 2012, as compared to 2011, reflecting the 
redemption of a larger proportion of older, lower-yielding DSC assets.

Share of Profit of Associated Company

Share of profit of associated company decreased to $3.5 million for the year 
ended November 30, 2012, compared to $4.9 million during the same period in 
2011. The equity pickup for the year ended November 30, 2012, includes a $2.1 
million charge recorded by S&WHL related to goodwill impairment. Results for 
the year ended November 30, 2011, include a one-time $1.0 million charge 
related to its share of a regulatory levy recorded by S&WHL.

Fair Value Adjustments and Other Income

The following table illustrates the fair value adjustments and other income 
for the years ended November 30, 2012 and 2011:
                                                                
                                             Years ended November 30, 

(in thousands of Canadian dollars)                   2012         2011
                                                                      

Fair value adjustment related to investment     $     433    $   (592)
in AGF mutual funds

Fair value adjustment related to acquisition          332        2,535
consideration payable

Fair value adjustment related to put              (4,107)        2,814
agreement with non-controlling shareholders 

Interest income and other                           2,937           46
                                                $   (405)    $   4,803

Expenses

For the year ended November 30, 2012, expenses decreased 7.6% from the 
previous year. Changes in specific categories are described in the discussion 
that follows:

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses increased by $7.4 million 
or 4.3% in 2012 compared to 2011. A breakdown of the increase is as follows:
                                                   


                                               Year ended
($ millions)                                November 30, 2012 
                                                
Increase in restructuring expenses          $             2.2 
Decrease in compensation-related expenses               (7.0) 
Increase in other expenses                                8.5 
Increase in fund absorption expenses                      3.7 


                                            $             7.4

The following explains expense changes in 2012 compared to the prior year:
    --  During the year, we recognized a $2.2 million restructuring
        charge related to the realignment of the business as a result
        of the sale of AGF Trust.
    --  Compensation-related expenses decreased $7.0 million for the
        year ended November 30, 2012, reflecting a decline in
        stock-based compensation due to a lower share price, lower
        incentive compensation earned and lower headcount levels.
    --  Other expenses increased $8.5 million in the year due to higher
        IT costs associated with system upgrades, costs associated with
        fund mergers, a full year of Acuity operations and amounts
        related to certain legal settlements.
    --  Fund absorption expenses increased $3.7 million, reflecting
        lower AUM levels and expense caps lowered on certain funds.

Trailing Commissions

Trailing commissions paid to distributors depend on total AUM, the proportion 
of mutual fund AUM sold on a front-end versus back-end commission basis and 
the proportion of equity fund AUM versus fixed-income fund AUM. Annualized 
trailing commissions as a percentage of average daily retail fund AUM were 
0.62% for the year ended November 30, 2012, compared to 0.63% in the same 
period of 2011.

Investment Advisory Fees

External investment advisory fees decreased 22.6% for the year ended November 
30, 2012, as compared to the year ended November 30, 2011, reflecting lower 
AUM levels and the repatriation of certain funds' management in-house.

EBITDA and EBITDA Margin

EBITDA from continuing operations were $189.0 million for the year ended 
November 30, 2012, a 20.6% decrease from $238.0 million in 2011. EBITDA margin 
was 37.0% for the year ended November 30, 2012, compared to 40.6% in the same 
period in 2011.

Amortization and Interest Expense

The category represents amortization of deferred selling commissions, customer 
contracts, other intangible assets, property, equipment and computer software. 
Deferred selling commission amortization represents the most significant 
category of amortization. We internally finance all selling commissions paid. 
These selling commissions are capitalized and amortized on a straight-line 
basis over a period that corresponds with their applicable DSC schedule. 
Unamortized deferred selling commissions related to units redeemed prior to 
the end of the schedule are immediately expensed. Amortization expense related 
to deferred selling commissions was $67.3 million for the year ended November 
30, 2012, compared to $73.6 million in 2011. In fiscal 2012, we paid $36.2 
million in selling commissions, compared to $49.0 million in fiscal 2011, 
reflecting lower sales. As at November 30, 2012, the unamortized balance of 
deferred selling commissions financed was $136.8 million (November 30, 2011 - 
$168.0 million).

Customer contracts amortization increased $3.6 million as a result of 
redemptions and a full year of amortization of intangible assets related to 
the Acuity acquisition. Amortization related to intangible assets acquired as 
a result of the Acuity acquisition was approximately $23.4 million for the 
year ended November 30, 2012 (2011 - $12.2 million). Customer contracts 
related to the Acuity acquisition are amortized over seven years and other 
intangible assets are amortized over periods of three and 10 years. Customer 
contracts are immediately expensed upon redemption of the AUM.

Interest expense increased due to higher average debt levels, combined with 
increased rates.

Impairment of Goodwill and Indefinite Life Assets

Goodwill and indefinite life assets are not amortized, but are subject to 
impairment tests on an annual basis, or more frequently if events or changes 
in circumstances indicate that the asset may be impaired. Goodwill and 
indefinite life assets are allocated to CGUs, and any impairment is identified 
by comparing the carrying value of a CGU with its recoverable amount, 
determined as the greater of its fair value less cost to sell and its value in 
use. An impairment is identified if the carrying value of a CGU is higher than 
its recoverable amount.

During the years ended November 30, 2012 and 2011, we determined that the 
carrying value of Highstreet CGU was higher than its recoverable amount. As a 
result, an impairment charge of $20.0 million (2011 - $13.4 million) was 
recorded. In addition, an impairment charge of $24.0 million was recognized on 
transition to IFRS.

Pre-tax Profit Margin

Pre-tax profit margin decreased to 11.5% for the year ended November 30, 2012, 
compared to 19.6% in 2011, reflecting the impact of lower revenues as a result 
of lower AUM.

Liquidity and Capital Resources

On August 1, 2012, the Company completed its sale of 100% of the shares of AGF 
Trust to B2B Bank, a subsidiary of Laurentian Bank, for cash consideration 
corresponding to the net book value of AGF Trust at closing of $246.3 million. 
The transaction also caused AGF Trust to repay subordinated indebtedness owed 
to AGF and redeem preferred shares held by AGF for an additional consideration 
of $173.5 million, for a total cash consideration of $419.8 million.

Adjusted cash flow generated from continuing operating activities, before net 
change in non-cash balances related to operations, was $140.4 million for 
fiscal 2012, compared to $184.9 million in the prior year.

The primary uses of cash for the year ended November 30, 2012 were as follows:
    --  Under the previous and current normal course issuer bids, AGF
        repurchased a total of 7,697,609 shares for a total
        consideration of $88.7 million, compared to 503,500 Class B
        Non-Voting shares for a total consideration of $8.1 million in
        fiscal 2011.
    --  We paid $99.2 million in dividends, compared to $97.3 million
        in 2011.
    --  We paid $36.2 million in selling commissions, which were
        capitalized and are being amortized for accounting purposes,
        compared to $49.0 million in 2011.

Consolidated cash and cash equivalents of $371.3 million increased by $124.7 
million from the November 30, 2011 level of $246.6 million (2011 - decreased 
by $210.0 million).

On January 28, 2011, we arranged a four-year non-amortizing acquisition 
facility with two Canadian chartered banks. The facility allowed for a 
one-time drawdown of $185.0 million.

On August 31, 2011, the Company arranged a syndicated revolving committed term 
loan with two Canadian chartered banks to a maximum of $125.0 million. As at 
November 30, 2011, the facility was fully drawn. To hedge AGF's exposure to 
interest-rate variability, the Company entered into an interest-rate swap to 
fully hedge the $125.0 million at a fixed rate over a five-year term.

Upon the sale of AGF Trust, the four-year prime rate-based revolving term loan 
facility reduced from a maximum of $300 million to a maximum of $200.0 
million, of which $194.9 million was available to be drawn as at November 30, 
2012. The loan facility will be available to meet future operational and 
investment needs. We anticipate that cash balances and cash flow from 
operations, together with the available loan facility, will be sufficient in 
the foreseeable future to implement our business plan, finance selling 
commissions, satisfy regulatory requirements, service debt repayment 
obligations, meet capital spending needs, pay quarterly dividends and fund any 
future share buybacks.

Limited Partnership Financing

Prior to 2000, the Company financed certain deferred selling commissions using 
limited partnerships (LPs). The Company was obligated to pay these LPs an 
annual distribution fee of 0.45% to 0.90% of the net asset value of DSC 
securities.

On November 5, 2012, the Company paid $2.4 million to purchase the residual 
rights to the distribution fees remaining payable to the LPs in respect of the 
period on and after October 31, 2012. The LPs were dissolved on November 5, 
2012.

Contractual Obligations

The table below is a summary of our contractual obligations at November 30, 
2012. See also Notes 10 and 26 of the Consolidated Financial Statements.
                                                             

($ millions)   Total   2013   2014    2015    2016   2017   Thereafter
              
                                                             

Long-term    $ 310.0 $    - $    - $ 185.0 $ 125.0 $    - $          -
debt

Operating       52.9    7.4    7.0     6.5     6.3    5.8         19.9
leases

Purchase        46.7   12.1   11.0     9.6     7.9    6.1    
obligations

Total
contractual  $ 409.6 $ 19.5 $ 18.0 $ 201.1 $ 139.2 $ 11.9 $       19.9
obligations

In addition to the contractual obligations detailed above, the following 
obligations exist that vary depending upon business volume and other factors:
    --  We pay trailing commissions to financial advisors based on AUM
        of their respective clients. This obligation varies based on
        fund performance, sales and redemptions, and in 2012 we paid
        $132.8 million in trailing commissions.
    --  We have committed to 2015 to reimburse Citigroup up to $2.8
        million per year if minimum levels of services and related fees
        are not achieved. We expect to attain the minimum levels
        required in 2013.
    --  In conjunction with the Elements Advantage Commitment on
        certain Elements portfolios, AGF has committed to investors
        that if a portfolio does not match or outperform its customized
        benchmark over a three-year average annualized period,
        investors will receive up to 90 basis points in new units.
        Payments related to this began in fiscal 2009 for the
        applicable funds. AGF capped the AGF Elements Advantage feature
        on its Elements products to new purchases effective June 22,
        2009. Eligible units purchased prior to June 22, 2009, have
        been grandfathered. The estimated liability as at November 30,
        2012, is $4.3 million compared to $6.6 million in 2011.

Intercompany and Related Party Transactions

The Company acts as manager for the AGF Funds and receives management and 
advisory fees from the AGF Funds in accordance with the respective agreements 
between the Funds and the Company. In return, the Company is responsible for 
management and investment advisory services and all costs connected with the 
distribution of securities of the Funds. Substantially all the management and 
advisory fees the Company earned in the years ended November 30, 2012 and 2011 
were from the AGF Funds. As at November 30, 2012, the Company had $28.3 
million (2011 - $36.1 million) receivable from the AGF Funds. The Company also 
acts as trustee for the AGF Funds that are mutual fund trusts.

The aggregate unitholder services costs absorbed and management and advisory 
fees waived by the Company during the year ended November 30, 2012 on behalf 
of the Funds were approximately $7.8 million (2011 - $4.9 million).

Capital Management Activities from Continuing Operations

We actively manage our capital to maintain a strong and efficient capital base 
to maximize risk-adjusted returns to shareholders, to invest in future growth 
opportunities, including acquisitions, and to ensure that the regulatory 
capital requirements are met for each of our subsidiary companies.

AGF capital consists of shareholders' equity. On an annual basis, AGF prepares 
a three-year plan detailing projected operating budgets and capital 
requirements. AGF is required to prepare and submit a three-year operating 
plan and budget to AGF's Finance Committee for approval prior to seeking Board 
approval. AGF's Finance Committee consists of the Chairman and CEO, the 
Vice-Chairman, Executive Vice-President and CFO, and the Executive 
Vice-President and Chief Operating Officer. Once approved by the Finance 
Committee, the three-year plans are reviewed and approved by AGF's Board of 
Directors. These plans become the basis for the payment of dividends to 
shareholders, the repurchase of Class B Non-Voting shares and, combined with 
the reasonable use of leverage, the source of funds for acquisitions.

Investment Management Operations - Regulatory Capital

A significant objective of the Capital Management program is to ensure 
regulatory requirements are met for capital. Our Investment Management 
businesses, in general, are not subject to significant regulatory capital 
requirements in each of the jurisdictions in which they are registered and 
operate. The cumulative amount of minimum regulatory capital across all of our 
Investment Management Operations is approximately $6.0 million.

Normal Course Issuer Bid

In January 2012, the Company's Board of Directors authorized the renewal of 
AGF's normal course issuer bid for the purchase of up to 7,435,369 Class B 
Non-Voting shares, or 10% of the public float for such shares. AGF relies on 
an automatic purchase plan during the normal course issuer bid. The automatic 
purchase plan allows for purchases by AGF of its Class B Non-Voting shares 
during certain pre-determined black-out periods, subject to certain 
parameters. Outside of these pre-determined black-out periods, shares will be 
purchased in accordance with management's discretion. The Company received 
approval from the Toronto Stock Exchange on January 25, 2012, for the renewal 
of its normal course issuer bid. This allows AGF to purchase up to 7,435,369 
Class B Non-Voting shares through the facilities of the Toronto Stock Exchange 
(or as otherwise permitted by the Toronto Stock Exchange) between January 27, 
2012 and January 26, 2013. The Class B Non-Voting shares may be repurchased 
from time to time at prevailing market prices or such other price as may be 
permitted by the Toronto Stock Exchange. Subject to regulatory approval, the 
Company will apply for renewal of its normal course issuer bid.

During the year ended November 30, 2012, under the current normal course 
issuer bid, 7,435,369 Class B Non-Voting shares were repurchased for a total 
consideration of $84.6 million at an average price of $11.37.

During the three months ended February 29, 2012, under the previous normal 
course issuer bid, 262,240 Class B Non-Voting shares were repurchased for a 
total consideration of $4.1 million at an average price of $15.73.

Dividends

The holders of Class B Non-Voting and Class A Voting common shares are 
entitled to receive cash dividends. Dividends are paid in equal amounts per 
share on all the Class B Non-Voting shares and all the Class A Voting common 
shares at the time outstanding without preference or priority of one share 
over another. No dividends may be declared in the event that there is a 
default of a condition of our revolving loan or acquisition facilities or 
where such payment of dividends would create a default.

Our Board of Directors may determine that Class B Non-Voting shareholders 
shall have the right to elect to receive part or all of such dividend in the 
form of a stock dividend. They also determine whether a dividend in Class B 
Non-Voting shares is substantially equal to a cash dividend. This 
determination is based on the weighted average price at which the Class B 
Non-Voting shares traded on the Toronto Stock Exchange during the 10 trading 
days immediately preceding the record date applicable to such dividend.

The following table sets forth the dividends paid by AGF on Class B Non-Voting 
shares and Class A Voting common shares for the years indicated:
                                                          

Years ended November 30   2012(1)   2011   2010   2009   2008
                                                          

Per share               $    1.08 $ 1.07 $ 1.04 $ 1.00 $ 0.95

Percentage increase            1%     3%     4%     5%    22%

(1) Represents the total dividends paid in April 2012, July 2012, October 2012 
and January 2013.

We review our dividend distribution policy on a quarterly basis, taking into 
account our financial position, profitability, cash flow and other factors 
considered relevant by our Board of Directors. The quarterly dividend paid on 
January 18, 2013, was $0.27 per share.

Outstanding Share Data

Set out below is our outstanding share data as at November 30, 2012 and 2011. 
For additional detail, see Note 5(b), Note 13 and Note 18 of the Consolidated 
Financial Statements.
                                                 

($ millions)                                            

Years ended November 30                2012         2011
                                                 

Shares                                           

  Class A Voting common shares       57,600       57,600

  Class B Non-Voting shares      89,057,691   95,406,796
                                               

Stock Options                                  

  Outstanding options             5,326,844    5,399,429

  Exercisable options             2,971,590    3,750,272

As at December 31, 2012, there were a total of 57,600 Class A Voting common 
shares and 89,065,291 Class B Non-Voting shares. As at December 31, 2012, 
there were a total of 5,233,294 outstanding options and 2,878,040 exercisable 
options.

Key Performance Indicators, Additional IFRS and Non-IFRS Measures

We measure the success of our business strategies using a number of key 
performance indicators (KPIs), which are outlined below. With the exception of 
revenue, the following KPIs are non-IFRS measures, which are not defined under 
IFRS. They should not be considered as an alternative to net income 
attributable to equity owners of the Company or any other measure of 
performance under IFRS.

a)Consolidated Continuing Operations

Revenue

Revenue is a measurement defined by IFRS and is recorded net of fee rebates, 
sales taxes and distribution fees paid to limited partnerships. Revenue is 
indicative of our potential to deliver cash flow.

We derive our revenue principally from a combination of:
    --  management and advisory fees based on AUM
    --  deferred sales charges (DSC) earned from investors when mutual
        fund securities sold on a DSC basis are redeemed
    --  31.1% equity interest in S&WHL

EBITDA

We define EBITDA from continuing operations as earnings before interest, 
taxes, depreciation, amortization and impairment of goodwill and indefinite 
life assets. EBITDA is a standard measure used in the mutual fund industry by 
management, investors and investment analysts to understand and compare 
results. We believe this is an important measure as it allows us to assess our 
investment management businesses without the impact of non-operational items.

Please see the Consolidated Operating Results section on page 8 of this MD&A 
for a schedule showing how EBITDA reconciles to our IFRS financial statements.

Adjusted Cash Flow from Continuing Operations

We report cash flow from continuing operations before net changes in non-cash 
balances related to continuing operations and other items as outlined below. 
Cash flow from continuing operations helps to assess the ability of the 
business to generate cash, which is used to pay dividends, repurchase shares, 
pay sales commissions, pay down debt and fund other needs.
                                                                   

($ millions)                                                       

Years ended November 30                            2012        2011
                                                                   

Net cash provided by continuing operating      $  106.6    $  144.6
activities

Adjusted for:                                                      

  Net changes in non-cash working capital           0.8        21.1
  balances                                                         
  related to continuing operations

  Interest expense                               (12.4)      (11.8)

  Deferred selling commissions paid                36.2        49.0

  Current income tax expense, net of payment        9.2      (18.0)

Adjusted cash flow from continuing operations  $  140.4    $  184.9

Free Cash Flow from Continuing Operations

We define free cash flow from continuing operations as cash flow from 
operations before net changes in non-cash balances related to operations less 
selling commissions paid. This is a relevant measure in the investment 
management business since a substantial amount of cash is spent on upfront 
commission payments. Free cash flow from continuing operations represents cash 
available for distribution to our shareholders and for general corporate 
purposes.
                                                               

($ millions)                                                        

Years ended November 30                             2012        2011
                                                               

Adjusted cash flow from continuing operations   $  140.4    $  184.9
(defined above)

Less:                                                          

  Deferred selling commissions paid               (36.2)      (49.0)

Free cash flow from continuing operations       $  104.2    $  135.9

EBITDA Margin

EBITDA margin provides useful information to management and investors as an 
indicator of our overall operating performance. We believe EBITDA margin is a 
valuable measure because it assesses the extent we are able to earn profit 
from each dollar of revenue. We define EBITDA margin as the ratio of EBITDA to 
revenue.
                                       

($ millions)                               

Years ended November 30     2012       2011
                                       

EBITDA                   $ 189.0    $ 238.0

Divided by revenue         510.2      585.7

EBITDA margin              37.0%      40.6%

Pre-tax Profit Margin

Pre-tax profit margin provides useful information to management and investors 
as an indicator of our overall operating performance. We believe pre-tax 
profit margin is a valuable measure because it assesses the extent we are able 
to earn profit from each dollar of revenue. We define pre-tax profit margin as 
the ratio of income before taxes to revenue.
                                                     

($ millions)                                             

Years ended November 30                   2012       2011
                                                     

Net income from continuing operations  $  27.7    $  76.6

Add: income taxes                         30.9       38.1

Income before taxes                    $  58.6    $ 114.7

Divided by revenue                       510.2      585.7

Pre-tax profit margin                    11.5%      19.6%

Return on Equity (ROE)

We monitor ROE to assess the profitability of the consolidated Company on an 
annual basis. We calculate ROE by dividing net income (loss) attributable to 
equity owners of the Company by average shareholders' equity.
                                                       

($ millions)                                                 

Years ended November 30                      2012        2011
                                                       

Net income from continuing operations   $    27.7   $    76.6

Divided by average shareholders' equity   1,119.5     1,128.3

Return on equity                             2.5%        6.8%

Long-term Debt to EBITDA Ratio

Long-term debt to EBITDA ratio provides useful information to management and 
investors as an indicator of our ability to service our long-term debt. We 
define long-term debt to EBITDA ratio as long-term debt at the end of the year 
divided by EBITDA for the year.
                                       

($ millions)                           

Years ended November 30      2012       2011

Long-term debt(1)        $  312.3   $  315.2

Divided by EBITDA           189.0      238.0

Long-term debt to EBITDA   165.2%     132.4%

(1) Includes deferred cash consideration related to the Acuity acquisition.

Assets Under Management (AUM)

The amount of AUM is critical to our business since these assets generate fees 
from our mutual fund, institutional and sub-advisory accounts and 
high-net-worth relationships. AUM will fluctuate in value as a result of 
investment performance, sales and redemptions. Mutual fund sales and AUM 
determines a significant portion of our expenses because we pay upfront 
commissions on gross sales and trailing commissions to financial advisors as 
well as investment advisory fees based on the value of AUM.

Investment Performance

Investment performance, which represents market appreciation (depreciation) of 
fund portfolios and is shown net of management fees received, is a key driver 
of the level of AUM and is central to the value proposition that we offer 
advisors and unitholders. Growth in AUM resulting from investment performance 
increases the wealth of our unitholders, and, in turn, we benefit from higher 
revenues. Alternatively, poor investment performance will reduce our AUM 
levels and result in lower management fee revenues. Strong relative investment 
performance may also contribute to growth in gross sales or reduced levels of 
redemptions. Conversely, poor relative investment performance may result in 
lower gross sales and higher levels of redemptions. Refer to the 'Risk Factors 
and Management of Risk' section of this report for further information.

Net Sales (Redemptions)

Gross sales and redemptions are monitored separately and the sum of these two 
amounts comprises net sales (redemptions). Net sales (redemptions), together 
with investment performance and fund expenses, determine the level of average 
daily retail fund AUM, which is the basis on which management fees are 
charged. The average daily retail fund AUM is equal to the aggregate average 
daily net asset value of the AGF retail funds. We monitor AUM in our 
institutional, sub-advisory and high-net-worth businesses separately. We do 
not compute an average daily retail fund AUM figure for them.

EBITDA Margin (Excluding Share of Profit of Associated Company)

EBITDA margin provides useful information to management and investors as an 
indicator of our operating performance in our Investment Management 
Operations, excluding share of profit of associated company. We believe EBITDA 
margin is a valuable measure because it assesses the extent we are able to 
earn profit from each dollar of revenue. We define EBITDA margin as the ratio 
of EBITDA to revenue.
                                       

($ millions)                               

Years ended November 30     2012       2011
                                       

EBITDA                   $ 185.5    $ 233.1

Divided by revenue         506.7      580.8

EBITDA margin              36.6%      40.1%

Pre-tax Profit Margin (Excluding Share of Profit of Associated Company)

Pre-tax profit margin provides useful information to management and investors 
as an indicator of our operating performance in our Investment Management 
Operations, excluding share of profit of associated company. We believe 
pre-tax profit margin is a valuable measure because it assesses the extent we 
are able to earn profit from each dollar of revenue. We define pre-tax profit 
margin as the ratio of income before taxes and non-segmented items to revenue.
                                                           

($ millions)                                                   

Years ended November 30                         2012       2011
                                                           

Income before taxes and non-segmented items  $  87.5    $ 135.9

Divided by revenue                             506.7      580.8

Pre-tax profit margin                          17.3%      23.4%

Significant Accounting Policies

Adoption of International Financial Reporting Standards

AGF adopted IFRS effective December 1, 2011, with a transition date of 
December 1, 2010. The adoption of IFRS has not had a material impact on AGF's 
operations, strategic decisions and cash flow. AGF's IFRS accounting policies 
are provided in Consolidated Financial Statements. In addition, Note 27 of the 
Consolidated Financial Statements presents reconciliations between AGF's GAAP 
results and IFRS results and explanations of the adjustments on transition to 
IFRS. The reconciliation includes the Consolidated Statement of Financial 
Position for the transition date of December 1, 2010 and the year ended 
November 30, 2011. Note 27 of the Consolidated Financial Statements include 
reconciliations of the Consolidated Statements of Income, Comprehensive Income 
and Cash Flows for the year ended November 30, 2011.

Critical Accounting Estimates and Judgements

The preparation of consolidated financial statements in conformity with IFRS 
requires management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosures of contingent assets and 
liabilities at the date of the Consolidated Financial Statements and the 
reported amounts of revenue and expenses during the reporting period. Actual 
results could differ from these estimates. The estimates and underlying 
assumptions are reviewed on an ongoing basis. Revisions to accounting 
estimates are recognized in the period in which the estimate is revised if the 
revision affects only that period or in the period in which the estimate is 
revised if the revision affects both current and future periods.

Key areas of estimation where management has made difficult, complex or 
subjective judgements - often about matters that are inherently uncertain - 
include provision for useful lives of depreciable assets, commitments and 
contingencies, as well as the specific items discussed below.

(a) Impairment of Non-financial Assets
    The Company determines the recoverability of each of its CGUs based
    on the higher of their fair value less costs to sell (FVLCTS) and
    their value in use (VIU). FVLCTS is determined based on an analysis
    of the underlying AUM associated with the CGU and available AUM
    multiples from recent transactions for similar assets within the
    same industry. Such analysis involves management judgement in
    selecting the appropriate AUM multiple to be used in the assessment
    of the impairment of non-financial assets. Refer to Note 8 of the
    Consolidate Financial Statements for further details on the
    impairment of non-financial assets.

(b) Stock-based Compensation and Other Stock-based Payments
    In determining the fair value of stock-based rewards and the
    related charge to the consolidated statement of income, the Company
    makes assumptions about future events and market conditions. In
    particular, judgement must be formed as to the likely number of
    shares that will vest, and the fair value of each award granted.
    The fair value of stock options granted is determined using the
    Black-Scholes option-pricing model, which is dependent on further
    estimates, including the Company's future dividend policy and the
    future volatility in the price of the Class B Non-Voting shares.
    Refer to Note 18 of the Consolidated Financial Statements for the
    assumptions used. Such assumptions are based on publicly available
    information and reflect market expectation. In addition, in
    determining the fair value of the obligation related to the put
    agreement with non-controlling shareholders of one of its
    subsidiaries, the Company estimates the market multiple based on
    precedent transactions. Different assumptions about these factors
    to those made by AGF could materially affect reported net income.

(c) Performance-related Compensation
    In determining the charge for performance-related compensation to
    the consolidated statement of income, management uses a financial
    forecast of year-end results and fund performance that is updated
    quarterly. Forecasts require management judgement and are subject
    to risk that actual events may be significantly different from
    those forecasted. If actual events deviate from the assumptions
    made by the Company, then the reported performance-related
    compensation may be materially different.

(d) Contingent Consideration Receivable
    In determining the fair value of the contingent consideration
    receivable related to the sale of AGF Trust, the Company uses a
    five-year analysis of the credit quality of the loan portfolio.
    Such an analysis requires management judgement related to the
    liquidation rates used during the analysis period. Refer to Note 5
    of the Consolidated Financial Statements for the assumptions used.

(e) Income Taxes
    The Company is subject to income taxes in numerous jurisdictions.
    There are many transactions and calculations for which the ultimate
    tax determination is uncertain. AGF recognizes liabilities for
    anticipated tax audit issues based on estimates of whether
    additional taxes will be due. Where the final outcome of these
    matters is different from the amounts that were initially recorded,
    such differences will impact the current and deferred income tax
    assets and liabilities in the period in which such determination is
    made.

(f) Critical Judgements in Applying the Company's Accounting Policies
    The application of the Company's accounting policies may require
    management to make judgements, apart from those involving
    estimates, that can affect the amounts recognized in the
    Consolidated Financial Statements. Such judgements include the
    determination of the finite or indefinite life of intangible assets
    and the determination of whether or not to apply hedge accounting.
    Refer to relevant accounting policies in Note 3 of the Consolidated
    Financial Statements for further details.

Significant Accounting Changes

Refer to Note 27 of the Consolidated Financial Statements for significant 
adjustments on transition to IFRS.

Risk Factors and Management of Risk

Risk is the responsibility of the Executive Management Committee. The 
Executive Management Committee is made up of the Chairman and Chief Executive 
Officer (CEO); the Chief Financial Officer (CFO); the Chief Operating Officer; 
the Chief Investment Officer (CIO); the Head of Marketing, Product and Retail; 
and the Head of Institutional. The Chairman and CEO is directly accountable to 
the Board of Directors for all risk-related activities. The Executive 
Management Committee reviews and discusses significant risks that arise in 
developing and executing the enterprise-wide strategy and ensures risk 
oversight and governance at the most senior levels of management. Each of the 
business units and shared services owns and assumes responsibility for 
managing its risk. They do this by ensuring that policies, processes and 
internal controls are in place and by escalating significant risks identified 
in the business units to the Executive Management Committee.

AGF operates an Enterprise Risk Management (ERM) program. Key risks are 
identified and evaluated by senior management.Plans for addressing the key 
risks are developed by management and agreed to and monitored by the Executive 
Management Committee.The Board of Directors receives a quarterly report on 
ERM.

AGF's risk governance structure is designed to balance risk and reward and to 
promote business activities consistent with our standards and risk tolerance 
levels, with the objective of maximizing long-term shareholder value.

Risk Factors That May Affect Future Results

There are many factors that may affect our ability to execute against our 
strategy. Some of these factors are within our control and others, because of 
their nature, are beyond our control. These factors apply to our corporate 
strategy as well as the business-specific strategies, which are included in 
the segment discussions that follow.

Company-specific Risk Factors

Demand for our products depends on the ability of our investment management 
team to deliver value in the form of strong investment returns, as well as the 
demand for specific investment products. A specific fund manager's style may 
fall out of favour with the market, resulting in lower sales and/or higher 
redemptions.

Our future financial performance will be influenced by our ability to 
successfully execute our strategy and generate net sales. If sales do not 
materialize as planned or key personnel cannot be retained, margins may erode.

Our strategy includes strategic acquisitions. There is no assurance that we 
will be able to complete acquisitions on the terms and conditions that satisfy 
our investment criteria. After transactions are completed, meeting target 
return objectives is contingent upon many factors, including retaining key 
employees and growth in AUM of the acquired companies.

Our retail AUM is obtained through third-party distribution channels including 
financial advisors or strategic partners that offer our products to investors 
along with competing products. Our future success is dependent on continued 
access to these distribution channels that are independent of our company.

Non-company Risk Factors

A general economic downturn, market volatility and an overall lack of investor 
confidence could result in lower sales, higher redemption levels and lower AUM 
levels. In addition, market uncertainty could result in retail investors 
avoiding traditional equity funds in favour of money market funds.

The level of competition in the industry is high. Sales and redemptions of 
mutual funds may be influenced by relative service levels, management fees, 
attributes of specific products in the marketplace and actions taken by 
competitors.

We take all reasonable measures to ensure compliance with governing statutes, 
regulations and regulatory policies. Failure to comply with statutes, 
regulations or regulatory policies could result in sanctions or fines that 
could adversely affect earnings and reputation. Changes to laws, statutes, 
regulations or regulatory policies could affect us by changing certain 
economic factors in our industry. See the 'Government Regulations' section for 
further details.

Revenues are generally not subject to significant seasonal swings, but are 
directly correlated to global stock market volatility. We experience somewhat 
higher sales during the Retirement Savings Plan (RSP) season; however, the 
immediate impact of the level of sales on total revenue is not significant. 
The Selected Quarterly Information table shows key performance statistics for 
the past eight quarters.

AUM is exposed to various market risks that are detailed in the 'Market Risk 
in Assets Under Management' section.

Market Risk in Assets Under Management

AUM is exposed to various market risks, including changes in equity prices, 
interest rates and foreign exchange rates. These risks transfer to the Company 
as our management fee revenue is calculated as a percentage of the average net 
asset value of each retail fund or portfolio managed. The Company does not 
quantify these risks in isolation; however, in general, for every $1 billion 
reduction of retail fund AUM, management fee revenues would decline by 
approximately $19.2 million. The Company monitors these risks as they may 
impact earnings; however, it is at the discretion of the fund manager to 
decide on the appropriate risk-mitigating strategies for each fund.

To provide additional details on the Company's exposure to these market risks, 
the following provides further information on our retail fund AUM by asset 
type as at November 30:
                                                         


                                         
Percentage of total retail fund AUM            2012      2011 
                                                      
Domestic equity funds                         32.3%     38.1% 
U.S. and international equity funds           25.6%     26.4% 
Domestic balanced funds                       17.4%     14.0% 
U.S. and international balanced funds          2.8%      2.8% 
Domestic fixed income funds                   15.3%     12.9% 
U.S. and international fixed income funds      5.3%      4.0% 
Domestic money market                          1.3%      1.8% 


                                               100%      100%

Institutional and high-net-worth AUM are exposed to the same market risks as 
retail fund AUM. In general, for every $1billion reduction of institutional 
and high-net-worth AUM, management fee revenues would decline by approximately 
$4.1million.

Foreign Exchange Risk

Our main foreign exchange risk derives from the U.S. and international 
portfolio securities held in the retail fund AUM. Change in the value of the 
Canadian dollar relative to foreign currencies will cause fluctuations in the 
Canadian-dollar value of non-Canadian AUM upon which our management fees are 
calculated. This risk is monitored since currency fluctuation may impact the 
financial results of AGF; however, it is at the discretion of the fund manager 
to decide whether to enter into foreign exchange contracts to hedge foreign 
exposure on U.S. and international securities held in funds.

We are subject to foreign exchange risk on our integrated foreign subsidiaries 
in the United States, Ireland and Singapore, which provide investment advisory 
services. These subsidiaries retain minimal monetary exposure to the local 
currency and their revenues are calculated in Canadian dollars. The local 
currency expenses are translated at the average monthly rate, and local 
currency assets and liabilities are translated at the rate of exchange in 
effect at the balance sheet date.

The Company is exposed to foreign exchange risks through its 31.1% equity 
interest in S&WHL, which is denominated in U.K. pounds. The investment is 
translated into Canadian dollars at the rate of exchange in effect at the 
balance sheet date. Unrealized translation gains and losses are reported in 
other comprehensive income. Based on the carrying value at November 30, 2012, 
a 5% change in the value of the Canadian dollar versus the U.K. pound would 
result in a change in other comprehensive income of $3.6 million.

Interest Rate Risk

AGF has exposure to the risk related to changes in interest rates on 
floating-rate debt and cash balances at November 30, 2012. Using average 
balances for the year, the effect of a 1% change in variable interest rates on 
our floating-rate debt and cash balances in fiscal 2012 would have resulted in 
a corresponding change of approximately $3.1 million in interest expense for 
the year ended November 30, 2012. As the amount of interest paid is small 
relative to our operating cash flow, such a change in interest rates would not 
have a material impact on the results of operations or the fair value of the 
related debt.

The foregoing discussion is not an exhaustive list of all risks and 
uncertainties regarding our ability to execute against our strategy. Readers 
are cautioned to consider other potential risk factors when assessing our 
ability to execute against our strategy.

Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable 
assurance that information required to be disclosed by AGF Management Limited 
in reports filed or submitted under Canadian securities laws is recorded, 
processed, summarized and reported within the time periods specified under 
those laws and include controls and procedures that are designed to ensure 
that information is accumulated and communicated to management, including the 
Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow 
timely decisions regarding required disclosure.

AGF Management Limited's management, under the direction of the CEO and CFO, 
has evaluated the effectiveness of AGF Management Limited's disclosure 
controls and procedures (as defined in National Instrument 52-109 of the 
Canadian Securities Commission) as at November 30, 2012, and has concluded 
that such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

The CEO and CFO have designed, or caused to be designed under their 
supervision, internal controls over financial reporting to provide reasonable 
assurance regarding the reliability of financial reporting and the preparation 
of financial statements for external purposes in accordance with IFRS.

The Company's internal control over financial reporting includes policies and 
procedures that:
    --  Pertain to the maintenance of records that, in reasonable
        detail, accurately and fairly reflect transactions and
        dispositions of the Company;
    --  Provide reasonable assurance that transactions are recorded as
        necessary to permit preparation of financial statements in
        accordance with IFRS, and receipts and expenditures of the
        Company are made only in accordance with authorizations of
        management and directors of the Company; and
    --  Provide reasonable assurance regarding prevention or timely
        detection of unauthorized acquisition, use or disposition of
        the Company's assets that could have a material effect on the
        financial statements.

Internal control systems, no matter how well designed, have inherent 
limitations. Therefore, even those systems determined to be designed 
effectively can provide only reasonable assurance with respect to financial 
reporting and financial statement preparation.

Management, under the direction of the CEO and CFO, has evaluated the 
effectiveness of the Company's internal control over financial reporting as at 
November 30, 2012, and has concluded that internal control over financial 
reporting is designed and operating effectively to provide reasonable 
assurance regarding the reliability of financial reporting and the preparation 
of financial statements for external purposes in accordance with IFRS. 
Management's assessment was based on the framework established in Internal 
Control - Integrated Framework issued by the Committee of Sponsoring 
Organizations of the Treadway Commission.

Changes in Internal Controls Over Financial Reporting

There have been no changes in AGF Management Limited's internal control over 
financial reporting during the year ended November 30, 2012, that have 
materially affected, or are reasonably likely to materially affect, our 
internal control over financial reporting.

Changes in Information Technology Systems

During 2012, there were no significant changes to Information Technology 
Systems.

Government Regulations

AGF Management Limited

AGF Management Limited (AGF) is incorporated under the laws of the Province of 
Ontario and is a reporting issuer in each province and territory of Canada. 
Accordingly, AGF is subject to applicable securities laws in each 
jurisdiction. In addition, the Class B Non-Voting common shares of AGF are 
listed for trading on the Toronto Stock Exchange under the trading symbol 
AGF.B. AGF is also subject to oversight from other government and regulatory 
agencies.

AGF Mutual Funds

To qualify for continuous distribution, each of the mutual funds managed by 
AGF Investments Inc. (AGFI) must file each year a simplified prospectus, 
annual information form and fund facts document (per series) in every province 
and territory of Canada in which it intends to distribute securities. It must 
also obtain a receipt for the same from provincial and territorial securities 
regulatory authorities.

Each mutual fund is managed by AGFI and as such AGFI is liable for any 
misrepresentation in the offering documents of the funds. Pursuant to 
securities legislation in certain of the provinces and territories of Canada, 
none of the mutual funds managed by AGFI can make portfolio investments in 
substantial security holders of the funds, in AGF or in corporations in which 
the directors or officers of the funds, or their substantial security holders, 
have a significant interest.

Investment Management Operations

AGF Investments Inc.

AGFI is registered with the Ontario Securities Commission (OSC) as a portfolio 
manager and investment fund manager and maintains equivalent registrations in 
each of the other provinces and territories of Canada in which AGFI carries on 
business. AGFI is also registered as a Mutual Fund Dealer, Exempt Market 
Dealer and Commodity Trading Manager in certain jurisdictions and is subject 
to oversight by the federal and provincial Privacy Commissions and Financial 
Transactions Reports Analysis Centre of Canada (FINTRAC). In its capacity as 
portfolio manager and investment fund manager, AGFI is subject to conflict of 
interest provisions pursuant to the Securities Act (Ontario), National 
Instrument 31-103 and certain other provincial and territorial securities 
legislation. Amongst other things, these provisions impose limitations on the 
ability of AGFI to advise or make recommendations with respect to its own 
securities or securities of a related or connected issuer. AGFI is also 
subject to certain restrictions that are imposed by applicable provincial and 
territorial securities legislation on advertising and sales incentives.

AGF International Advisors Company Limited

AGF International Advisors Company Limited is incorporated under the laws of 
the Republic of Ireland and is authorized by The Central Bank of Ireland (Bank 
of Ireland), under Regulation 11 of the European Communities (Markets in 
Financial Instruments) Regulations 2007, to provide a range of financial 
services including the provision of investment advice and the managing of 
portfolios. As an authorized entity, AGF International Advisors Company 
Limited is subject to a range of Irish and EU regulations. AGF International 
Advisors Company Limited also holds an Australian Financial Services Licence 
granted by the Australian Securities & Investments Commission (ASIC) and is 
subject to the relevant ongoing requirements of this licence.

AGFIA Limited

AGFIA Limited is a private limited company incorporated under the laws of the 
Republic of Ireland and is authorized by the Bank of Ireland, under Regulation 
11 of the European Communities (Markets in Financial Instruments) Regulations 
2007, to provide a range of financial services including the provision of 
investment advice and the managing of portfolios, primarily to institutional 
accounts. As an authorized entity, AGFIA Limited is subject to a range of 
Irish and EU regulations. AGFIA Limited is registered with the OSC as a 
non-resident portfolio manager and maintains equivalent registrations in each 
of the other provinces and territories of Canada in which AGFIA carries on 
business.

AGF Asset Management (Asia) Limited

AGF Asset Management (Asia) Limited provides investment research and advisory 
services on Asian markets for AGF mutual funds and other clients. AGF Asset 
Management (Asia) Limited is regulated by the Monetary Authority of Singapore 
(MAS) under the Securities and Futures Act. The company holds a Capital 
Markets Services licence, which permits it to offer asset management services 
to accredited investors. AGF Asset Management (Asia) Limited is required to 
obtain the prior approval of MAS for any significant change of its members or 
shareholdings of its members.

AGF Investments America Inc.

AGF Investments America Inc. (AGFA) is registered with the U.S. Securities and 
Exchange Commission as an Adviser and provides investment management services 
to (U.S.) institutional clients.

Acuity Investment Management Inc.

Acuity Investment Management Inc. (AIMI) is registered with the OSC as a 
portfolio manager and maintains equivalent registration in each of the other 
provinces in Canada in which it does business. AIMI is also subject to 
oversight by federal and provincial Privacy Commissions and FINTRAC.

Highstreet Asset Management Inc.

Highstreet Asset Management Inc. (Highstreet) is registered with the OSC as a 
portfolio manager and maintains equivalent registrations in each of the other 
provinces and territories of Canada in which it does business. Highstreet is 
also registered with the OSC as an exempt market dealer for the purpose of 
facilitating the distribution of certain pooled fund securities to clients and 
is subject to oversight by federal and provincial Privacy Commissions and 
FINTRAC. In addition, Highstreet is registered in Ontario as a Commodity 
Trading Manager.

Cypress Capital Management Ltd.

Cypress Capital Management Limited (Cypress) is registered with the British 
Columbia Securities Commission as a portfolio manager and maintains equivalent 
registrations in each of the other provinces and territories of Canada in 
which it does business. Cypress is also subject to oversight by federal and 
provincial Privacy Commissions and FINTRAC.

Cypress Capital Management US Limited

Cypress Capital Management US Limited (Cypress US) is a wholly owned 
subsidiary of Cypress and is registered with the U.S. Securities and Exchange 
Commission as an Adviser. Cypress US provides investment management services 
to (U.S.) high-net-worth, corporate, endowment and foundation clients.

Doherty & Associates Limited

Doherty & Associates Limited (Doherty) is registered with the OSC as a 
portfolio manager and maintains equivalent registrations in each of the other 
provinces and territories of Canada in which it does business. Doherty is also 
registered with the OSC as an exempt market dealer for the purpose of 
facilitating the distribution of certain securities to its clients and is 
subject to oversight by federal and provincial Privacy Commissions and FINTRAC.

AGF Securities (Canada) Limited

AGF Securities (Canada) Limited is a member of the Investment Industry 
Regulatory Organization of Canada (IIROC). AGF Securities (Canada) Limited is 
registered as an investment dealer with the securities regulatory authorities 
in each of Alberta, British Columbia, Ontario and Saskatchewan and is 
registered as a type 3 non-advising introducing broker. AGF Securities 
(Canada) Limited is also a member of the Canadian Investor Protection Fund and 
is subject to oversight by the federal and provincial Privacy Commissions and 
FINTRAC.

Fourth Quarter Analysis

Consolidated Operating Results

The table below highlights our results for the three months ended November 30, 
2012 and 2011:
                                                               
                                        Three months ended November 30,

($ millions, except per share amounts)     2012      2011     % change
                                                               

Revenue                                                        

  Investment Management Operations      $ 123.6   $ 136.5        (9.5)%

  Share of profit of associated company     1.4       1.7       (17.6)%
                                          125.0     138.2        (9.6)%

Expenses                                                       

  Investment Management Operations         75.0      81.9        (8.4)%
                                           75.0      81.9        (8.4)%
                                                               

EBITDA(1)                                  50.0      56.3       (11.2)%

  Amortization                             23.4      23.9        (2.1)%

  Interest expense                          3.1       3.3        (6.1)%

  Impairment of goodwill and investment       -       0.9           n/m

  Income taxes                             10.5      10.2          2.9%

Net income from continuing operations      13.0      18.0       (27.8)%
                                                               

Net income from discontinued operations     2.9       7.1       (59.2)%
                                                               

Net income attributable to                  0.1         -           n/m
non-controlling interest
                                                               

Net income attributable to equity
owners
of the Company                          $  15.7   $  25.1       (37.5)%
                                                               

Diluted earnings per share                                     

  From continuing operations            $  0.14   $  0.19       (26.3)%

  From discontinued operations             0.03      0.07       (57.1)%

  From net income for the period        $  0.17   $  0.26       (34.6)%

(1) For the definition of EBITDA, see the 'Key Performance Indicators, 
Additional IFRS and Non-IFRS Measures' section. The items required to 
reconcile EBITDA to net income (loss) from continuing operations, a defined 
term under IFRS, are detailed above.

Consolidated Results from Continuing Operations

Revenue for the fourth quarter ended November 30, 2012, decreased 9.6% to 
$125.0 million, compared to $138.2 million during the same period in 2011. 
Revenue related to Investment Management Operations decreased $12.9 million 
for the three months ended November 30, 2012, compared to the same period in 
2011. Revenue from share of profit of associated company, which represents our 
31.1% equity interests in S&WHL, decreased to $1.4 million. Expenses in the 
fourth quarter ended November 30, 2012, decreased to $75.0 million over the 
same period a year ago.

As a result of lower revenue, EBITDA decreased 11.2% in the fourth quarter of 
2012, over the respective 2011 period.

Our income tax expense for the three months ended November 30, 2012, was $10.5 
million, as compared to $10.2 million for the three months ended November 30, 
2011.

The impact of the above revenue and expense items resulted in net income from 
continuing operations of $13.0 million in the three months ended November 30, 
2012, compared to a net income from continuing operations of $18.0 million 
during the same period in 2011. Diluted earnings per share from continuing 
operations was $0.14 per share, in the three months ended November 30, 2012, 
as compared to $0.19 per share in 2011.

On a diluted per share basis, cash flow from operations for the three months 
ended November 30, 2012, was $0.33 per share (2011 - $0.41).

A further discussion of the results is as follows for the three months ended 
November 30, 2012, compared to November 30, 2011.

One-time Adjustments

The table below summarizes the one-time adjustments for the three months ended 
November 30, 2012 and 2011:
                                                   
                                      Three months ended November 30, 

($ millions, except per share data)      2012                     2011
                                                   

EBITDA from continuing operations     $  50.0   $                 56.3
                                                   

Add:                                               

  Acuity integration costs                  -                      0.3

  Restructure charge                    (0.8)                        -

Adjusted EBITDA from continuing       $  49.2   $                 56.6
operations
                                                   

Net income from continuing operations $  13.0   $                 18.0
                                                   

Add:                                               

  Adjustments to EBITDA from above      (0.8)                      0.3

  Impairment of goodwill and                -                      0.9
  investment

  Tax impact on the adjustments to      (0.2)                    (0.2)
  EBITDA above

  Tax rate change                         2.6                        -

Adjusted net income from continuing   $  14.6   $                 19.0
operations
                                                   

Adjusted diluted EPS from continuing  $  0.16   $                 0.20
operations

Results from Discontinued Operations

The quarter ended November 30, 2012, includes a remeasurement to the 
contingent consideration of $3.9 million to $5.9 million related to the sale 
of AGF Trust on August 1, 2012.

Assets Under Management

The following table illustrates the composition of the changes in retail fund 
AUM during the three months ended November 30, 2012 and 2011:
                                                                
                                      Three months ended November 30, 

($ millions)                              2012       2011      % change
                                                                

Retail fund AUM (including retail    $  20,602   $  23,955      (14.0)%
pooled funds), beginning of period
                                                                

  Gross sales                              423         476      (11.1)%

  Redemptions                          (1,572)     (1,070)        46.9%

  Net sales (redemptions)              (1,149)       (594)        93.4%
                                                                

  Market appreciation (depreciation)       643       (658)     (197.7)%
  of fund portfolios
                                                                

Retail fund AUM (including retail    $  20,096   $  22,703      (11.5)%
pooled funds), end of period
                                                                

Average daily retail fund AUM for    $  20,620   $  22,817       (9.6)%
the period
                                                                

Institutional and sub-advisory       $  15,677   $  20,119      (22.1)%
accounts AUM
                                                                

High-net-worth AUM                   $   3,421   $   3,221         6.2%
                                                                

Total AUM, end of period             $  39,194   $  46,043      (14.9)%

Redemptions during the quarter resulted in an 11.5% decrease in retail fund 
AUM, including retail pooled funds, to $20.1 billion, compared to $22.7 
billion in 2011. Institutional and sub-advisory accounts AUM decreased by $4.4 
billion to $15.7 billion due to redemptions. High-net-worth AUM increased by 
6.2% to $3.4 billion. Overall, total AUM decreased 14.9% to $39.2 billion from 
$46.0 billion at November 30, 2011.

Investment Performance

Stock market performance influences our AUM levels. Returns for the three 
months ended November 30, 2012, are as follows:
                              
                             Three months ended

Stock market performance      November 30, 2012

AGF Retail Fund Portfolios                 3.1%

S&P 500(1)                                 2.1%

NASDAQ(1)                                (1.1)%

S&P/TSX Composite                          3.2%

MSCI                                       4.3%

(1) Canadian dollar adjusted.

Financial and Operational Results from Continuing Operations

The table below highlights the Investment Management Operations results for 
the three months ended November 30, 2012 and 2011:
                                                               
                                        Three months ended November 30,

($ millions)                               2012      2011     % change
                                                               

Revenue                                                        

  Management and advisory fees          $ 116.6   $ 126.9        (8.1)%

  Deferred sales charges                    5.0       5.2        (3.8)%

  Share of profit of associated company     1.4       1.7       (17.6)%

  Fair value adjustments and other          2.0       4.4       (54.5)%
  income 
                                          125.0     138.2        (9.6)%

Expenses                                                       

  Selling, general and administrative      41.3      44.1        (6.3)%

  Business acquisition and integration        -       0.3           n/m

  Trailing commissions                     32.1      35.4        (9.3)%

  Investment advisory fees                  1.6       2.1       (23.8)%
                                           75.0      81.9        (8.4)%
                                                               

EBITDA(1 )                                 50.0      56.3       (11.2)%

Amortization                               23.4      23.9        (2.1)%

Income before taxes                     $  26.6   $  32.4       (17.9)%

(1) As previously defined, see the 'Key Performance Indicators, Additional 
IFRS and Non-IFRS Measures - EBITDA' section.

Revenue

For the three months ended November 30, 2012, revenue for the Investment 
Management Operations decreased 9.6% over the previous year, with changes in 
the categories as follows:

Management and Advisory Fees

Management and advisory fees are directly related to our AUM levels. The 9.6% 
decrease in average daily retail fund AUM for the quarter ended November 30, 
2012, contributed to a 8.1% decrease in management and advisory fee revenue 
compared to the fourth quarter of 2011.

Deferred Sales Charges (DSC)

We receive deferred sales charges upon redemption of securities sold on the 
contingent DSC or low-load commission basis for which we finance the selling 
commissions paid to the dealer. The DSC ranges from 1.5% to 5.5%, depending on 
the commission option, of the original subscription price of the funds 
purchased if the funds are redeemed within the first two years, and declines 
to zero after three or seven years. DSC revenue fluctuates based on the level 
of redemptions, the age of the assets being redeemed and the proportion of 
redemptions composed of back-end assets. DSC revenues decreased by 3.8%, or 
$0.2 million, to $5.0 million in the fourth quarter of 2012 compared to 2011, 
reflecting the redemption of a larger proportion of older, lower-yielding DSC 
assets.

Share of Profit of Associated Company

Share of profit of associated company decreased to $1.4 million for the three 
months ended November 30, 2012, compared to the same period in 2011.

Fair Value Adjustments and Other Income
                                                      
                                     Three months ended November 30,

($ thousands)                              2012                 2011
                                                                    

Fair value adjustment related to        $   527    $            (45)
investment in AGF mutual funds

Fair value adjustment related to            528                2,496
acquisition consideration payable

Fair value adjustment related to put
agreement with non-controlling            (617)                2,058
shareholders 

Interest income and other                 1,611                 (45)
                                        $ 2,049    $           4,464

Expenses

For the three months ended November 30, 2012, expenses decreased 8.4% from the 
previous year. Changes in specific categories are described in the discussion 
that follows:

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) decreased by $2.8 million 
or 6.3% in the fourth quarter of 2012 compared to the same period in 2011. The 
decrease is made up of the following amounts:
                                                   
                                          Three months ended 

($ millions)                                November 30, 2012
                                                   

Decrease in compensation-related expenses   $           (0.7)

Decrease in other expenses                              (0.8)

Decrease in fund absorption expenses                    (1.3)
                                            $           (2.8)

The following explains expense changes in the three months ended November 30, 
2012, compared to the same period in the prior year:
    --  Compensation-related expenses decreased $0.7 million due to
        lower stock-based compensation.
    --  Other expenses decreased $0.8 million primarily due to lower
        facility, sales and marketing costs and amounts related to
        certain legal settlements in the quarter.
    --  Absorption expense decreased by $1.3 million in the quarter due
        to lower-than-estimated absorption in 2012.

Trailing Commissions

Trailing commissions paid to distribution depend on total AUM, the proportion 
of retail fund AUM sold on a front-end versus back-end commission basis and 
the proportion of equity fund AUM versus fixed-income fund AUM. Annualized 
trailing commissions as a percentage of average daily retail fund AUM were 
0.62% for the three months ended November 30, 2012, compared to 0.62% in the 
same 2011 period.

Investment Advisory Fees

External investment advisory fees decreased to $1.6 million in the fourth 
quarter of 2012, compared to $2.1 million during the same period in 2011, 
reflecting lower AUM levels and the repatriation of certain funds' management 
in-house.

EBITDA and EBITDA Margin

EBITDA from continuing operations for the three months ended November 30, 
2012, was $50.0 million, a 11.2% decrease from $56.3 million for the same 
period in 2011. EBITDA margins were 40.0% for the fourth quarter of 2012, 
compared to 40.7% in 2011.

Amortization and Interest Expense

The category represents amortization of deferred selling commissions, customer 
contracts, other intangible assets, property, equipment and computer software. 
Deferred selling commission amortization represents the most significant 
category of amortization. We internally finance all selling commissions paid. 
The selling commissions are capitalized and amortized on a straight-line basis 
over a period that corresponds with their applicable DSC schedule. 
Amortization expense related to deferred selling commissions was $15.7 million 
in the fourth quarter of 2012, compared to $17.5 million in 2011.

For the three months ended November 30, 2012, we paid $7.9 million in selling 
commissions, compared to $8.6 million in 2011. The decline in DSC paid is due 
to lower gross sales of retail funds and a slightly higher percentage of funds 
paid on a front-end basis in 2012 compared to 2011.

As a result of the intangible assets acquired through the Acuity acquisition, 
additional amortization and derecognition of approximately $5.9 million was 
recorded during the quarter ended November 30, 2012. Customer contracts 
related to the Acuity acquisition are amortized over seven years and other 
intangible assets are amortized over periods of three to 10 years. Customer 
contracts are immediately expensed upon redemption of the AUM.

Interest expense increased due to higher average debt levels, combined with 
increased rates.

Pre-tax Profit Margin

Pre-tax profit margin was at 21.3% for three months ended November 30, 2012, 
compared to 23.4% for the three months ended November 30, 2011.

Selected Quarterly Information
                                                              

($ millions,
except per        Nov. 30,      Aug. 31,        May 31,       Feb. 29, 
share
amounts)

For the
three-month           2012          2012           2012           2012 
period ended 
                                                              

Revenue
(continuing    $      125.0  $      119.8   $      133.5   $      131.9
operations)

Cash flow
from                   30.0          24.6           44.4           41.4
continuing
operations(1)

EBITDA
(continuing            50.0          36.3           50.3           52.4
operations)
(2)

Pre-tax
income (loss)          23.4        (12.5)           22.7           25.0
(continuing
operations)

Net income
(loss)
attributable           15.7        (13.3)           23.8           26.1
to equity
owners of the
Company
                                                              

EBITDA per
share                                                         
(continuing
operations)

  Basic        $       0.55  $       0.38   $       0.52   $       0.55

  Diluted      $       0.55  $       0.38   $       0.52   $       0.54
                                                              

Earnings
(loss) per
share                        
attributable                                                    
to  equity
owners of the
Company

  Basic
  (continuing  $       0.14  $     (0.20)   $       0.17   $       0.18
  operations)

  Diluted
  (continuing  $       0.14  $     (0.20)   $       0.17   $       0.18
  operations)

  Basic        $       0.17  $     (0.14)   $       0.25   $       0.27

  Diluted      $       0.17  $     (0.14)   $       0.25   $       0.27
                                                              

Weighted
average basic    90,329,013    94,311,520     96,143,964     95,662,657
shares

Weighted
average fully    90,594,421    94,687,056     96,735,309     96,372,419
diluted
shares

($ millions,
except per        Nov. 30,      Aug. 31,        May 31,       Feb. 28, 
share
amounts)

For the
three-month           2011          2011           2011           2011 
period ended 
                                                              

Revenue
(continuing    $      138.2  $      151.4   $      158.1   $      138.0
operations)

Cash flow
from                   39.2          45.2           58.3           42.1
continuing
operations(1)

EBITDA
(continuing            56.3          61.6           66.2           53.9
operations)
(2)

Pre-tax
income                 28.1          18.0           37.3           31.3
(continuing
operations)

Net income
attributable
to equity              25.1          15.4           33.9           29.2
owners of the
Company
                                                              

EBITDA per
share                                                         
(continuing
operations)

  Basic        $       0.59  $       0.64   $       0.69   $       0.59

  Diluted      $       0.59  $       0.64   $       0.68   $       0.59
                                                              

Earnings per
share
attributable                                                    
to  equity                   
owners of the
Company

  Basic
  (continuing  $       0.19  $       0.09   $       0.28   $       0.25
  operations)

  Diluted
  (continuing  $       0.19  $       0.09   $       0.28   $       0.25
  operations)

  Basic        $       0.26  $       0.16   $       0.35   $       0.33

  Diluted      $       0.26  $       0.16   $       0.35   $       0.32
                                                              

Weighted
average basic    95,230,703    95,518,051     95,568,899     90,799,935
shares

Weighted
average fully    95,932,850    96,446,821     96,794,115     92,010,135
diluted
shares

(1)Cash flow from continuing operations as previously defined, see 'Key 
Performance Indicators, Additional IFRS and Non-IFRS Measures - Cash Flow from 
Continuing Operations' section.
(2)As previously defined, see 'Key Performance Indicators, Additional IFRS and 
Non-IFRS Measures - EBITDA' section.

Selected Annual Information
                                                                   
                   IFRS         IFRS         GAAP       GAAP         GAAP

($ millions,
except per                                                            
share
amounts)

Years ended        2012         2011         2010       2009         2008
November 30
                                                                         

Revenue
(continuing   $   510.2    $   585.7    $   513.0  $   476.0    $   609.1
operations)

EBITDA
(continuing       189.0        238.0        215.6      188.0        277.9
operations)
(1)

Net income
attributable                                                    
to  equity         52.3        103.6        116.8       97.7        128.6
owners of
the Company

Earnings per
share                                                                    
attributable
to

equity
owners of                                                                
the Company

  Basic       $    0.55    $    1.09    $    1.31  $    1.10    $    1.44

  Diluted     $    0.55    $    1.09    $    1.30  $    1.09    $    1.41

Dividends     $    1.08    $    1.07    $    1.04  $    1.00    $    0.95
per share

Total assets  $ 1,685.4    $ 5,150.6    $ 5,253.9  $ 5,675.9    $ 6,534.0
(3)

Total
long-term     $   312.3    $   315.2    $   143.7  $   143.6    $   123.7
debt(2)

(1)As previously defined, see 'Key Performance Indicators, Additional IFRS and 
Non-IFRS Measures - EBITDA' section.
(2) Includes deferred cash consideration related to the Acuity acquisition.
(3) From 2008 to 2011 includes assets from AGF Trust.

Additional Information

Additional information relating to the Company can be found in the Company's 
Consolidated Financial Statements and accompanying notes for the year ended 
November 30, 2012, the Company's 2012 Annual Information Form (AIF) and other 
documents filed with applicable securities regulators in Canada and may be 
accessed at www.sedar.com.

AGF Management Limited
CONSOLIDATED FINANCIAL STATEMENTS

For the year ended November 30, 2012

Management's Responsibility for Financial Reporting

Toronto, January 29, 2013

The accompanying consolidated financial statements of AGF Management Limited 
(the Company) were prepared by management, which is responsible for the 
integrity and fairness of the information presented, including the amounts 
based on estimates and judgements. These consolidated financial statements 
were prepared in accordance with Canadian generally accepted accounting 
principles (GAAP). Financial information appearing throughout this Annual 
Report is consistent with these consolidated financial statements.

In discharging its responsibility for the integrity and fairness of the 
consolidated financial statements and for the accounting systems from which 
they are derived, management maintains internal controls designed to ensure 
that transactions are authorized, assets are safeguarded and proper records 
are maintained. The system of internal controls is supported by a compliance 
function, which ensures that the Company and its employees comply with 
securities legislation and conflict of interest rules, and by an internal 
audit staff, which conducts periodic audits of all aspects of the Company's 
operations.

The Board of Directors oversees management's responsibilities for financial 
reporting through an Audit Committee, which is comprised entirely of 
independent directors. This Committee reviews the consolidated financial 
statements of the Company and recommends them to the Board for approval.

PricewaterhouseCoopers LLP, an independent auditor appointed by the 
shareholders of the Company upon the recommendation of the Audit Committee, 
has performed an independent audit of the consolidated financial statements, 
and its report follows. The shareholders' auditor has full and unrestricted 
access to the Audit Committee to discuss their audit and related findings.

[SIGNATURE]

Blake C. Goldring, M.S.M., CFA
Chairman & Chief Executive Officer

[SIGNATURE]

Robert J. Bogart, CPA
Executive Vice-President & Chief Financial Officer

Independent Auditor's Report

To the Shareholders of AGF Management Limited:

We have audited the accompanying consolidated financial statements of AGF 
Management Limited and its subsidiaries, which comprise the consolidated 
statements of financial position as at November 30, 2012, November 30, 2011 
and December 1, 2010 and the consolidated statements of income, changes in 
equity, comprehensive income and cash flow for the years ended November 30, 
2012 and 2011, and the related notes, which comprise a summary of significant 
accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these 
consolidated financial statements in accordance with International Financial 
Reporting Standards, and for such internal control as management determines is 
necessary to enable the preparation of consolidated financial statements that 
are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial 
statements based on our audits. We conducted our audits in accordance with 
Canadian generally accepted auditing standards. Those standards require that 
we comply with ethical requirements and plan and perform the audit to obtain 
reasonable assurance about whether the consolidated financial statements are 
free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the 
amounts and disclosures in the consolidated financial statements. The 
procedures selected depend on the auditor's judgement, including the 
assessment of the risks of material misstatement of the consolidated financial 
statements, whether due to fraud or error. In making those risk assessments, 
the auditor considers internal control relevant to the entity's preparation 
and fair presentation of the consolidated financial statements in order to 
design audit procedures that are appropriate in the circumstances, but not for 
the purpose of expressing an opinion on the effectiveness of the entity's 
internal control. An audit also includes evaluating the appropriateness of 
accounting policies used and the reasonableness of accounting estimates made 
by management, as well as evaluating the overall presentation of the 
consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is 
sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all 
material respects, the financial position of AGF Management Limited and its 
subsidiaries as at November 30, 2012, November 30, 2011 and December 1, 2010 
and their financial performance and their cash flows for the years ended 
November 30, 2012 and November 30, 2011, in accordance with International 
Financial Reporting Standards.

[SIGNATURE]

Chartered Accountants, Licensed Public Accountants

January 29, 2013
Toronto, Canada

AGF Management Limited
Consolidated Statement of Financial Position
                                                                       
                           November          November          December
                                30,               30,                1,

(in thousands of   Note        2012              2011              2010
Canadian dollars)
                                                                       

Assets                                                                 

  Current Assets                                                       
    Cash and cash       $   371,299       $   246,634       $   456,921
    equivalents
    Investments      4       30,177           517,486           503,963
    Accounts
    receivable,
    prepaid                  58,135            71,805            65,544
    expenses and
    other assets
    Derivative
    financial        5            -            10,038            15,914
    instruments
    Current
    portion of
    retained         5            -            38,939            21,334
    interest from
    securitization
    Real estate
    secured and
    investment       5            -           465,489           437,558
    loans due
    within one
    year
                            459,611         1,350,391         1,501,234
                                                                       

  Retained
  interest from                   -                 -            17,365
  securitization

  Real estate
  secured and        5            -         2,486,128         2,692,198
  investment loans

  Investment in
  associated         6       74,362            76,616            77,049
  company

  Management         8      704,842           715,769           504,269
  contracts

  Customer
  contracts, net
  of accumulated     8       18,692            35,971            10,326
  amortization and
  derecognition

  Goodwill           8      244,549           254,588           149,689

  Other
  intangibles, net
  of accumulated     8       17,285            21,959                 -
  amortization and
  derecognition

  Deferred selling
  commissions, net
  of accumulated                                             
  amortization                         
  and
  derecognition      8      136,787           167,950           190,966

  Property,
  equipment and
  computer                                                   
  software, net of                     
  accumulated
  depreciation       9       13,556            11,027            11,230

  Deferred income   11        4,624             8,590             9,358
  tax assets

  Derivative
  financial          5            -            14,271            15,338
  instruments

  Other assets       5       11,123             7,310             6,226

Total assets            $ 1,685,431       $ 5,150,570       $ 5,185,248


       Consolidated Statement of Financial Position                
                                                           
                          November       November 30,     December 1,
                               30,

(in thousands of  Note        2012               2011            2010
Canadian dollars)
                                                           

Liabilities                                                

  Current                                                  
  Liabilities 
    Accounts
    payable and        $    85,969     $      101,934   $     103,465
    accrued
    liabilities 
    Income tax     20       23,159             23,104          14,314
    liability
    Provision for
    Elements       12        2,557              4,137           3,084
    Advantage
    Secured         5            -             41,998               -
    financing
    Acquisition
    consideration   7        3,652             31,663               -
    payable
    Derivative
    financial      10        1,603              1,747           1,277
    instrument
    Deposits due
    within one      5            -          1,769,709       1,883,511
    year
                           116,940          1,974,292       2,005,651
                                                           

  Deposits          5            -          1,260,090       1,798,052

  Long-term debt   10      308,401            308,269         143,678

  Secured           5            -            196,626               -
  financing

  Acquisition
  consideration     7        5,150             10,717               -
  payable

  Deferred income  11      188,156            199,112         147,727
  tax liabilities

  Derivative
  financial        10        2,784              3,302               -
  instrument

  Provision for
  Elements         12        1,780              2,506           3,883
  Advantage

  Other long-term            6,898             10,924          13,326
  liabilities

  Total                    630,109          3,965,838       4,112,317
  liabilities
                                                           

Equity                                                     

  Equity
  attributable to                                          
  owners of the
  Company
    Capital stock  13      533,684            560,838         439,216
    Contributed             26,677             24,797          22,580
    surplus
    Retained               495,323            589,765         594,628
    earnings 
    Accumulated
    other          14        (852)              8,860          16,010
    comprehensive
    income (loss)
                         1,054,832          1,184,260       1,072,434
                                                           

  Non-controlling              490                472             497
  interest
                                                           

Total equity             1,055,322          1,184,732       1,072,931

Total liabilities      $ 1,685,431     $    5,150,570   $   5,185,248
and equity
                                                           

(The accompanying notes are an integral part of these consolidated financial 
statements.)

Approved by the Board:

[SIGNATURE]                            [SIGNATURE]
                                        

Blake C. Goldring, M.S.M.,             Douglas L. Derry, FCPA, FCAC
CFA               

Director                               Director

AGF Management Limited
Consolidated Statement of Income
                                                                

(in thousands of Canadian dollars,                                   
except per share data)

Years ended November 30                  Note         2012         2011
                                                                       

Revenue                                                                

  Management and advisory fees                   $ 486,069   $  552,836

  Deferred sales charges                            21,075       23,159

  Share of profit of associated company     6        3,477        4,874

  Fair value adjustments and other         15        (405)        4,803
  income (loss)

Total revenue                                      510,216      585,672
                                                                

Expenses                                                        

  Selling, general and administrative      16      181,226      173,829

  Business acquisition and integration   7, 16           -       10,153

  Trailing commissions                             132,773      154,417

  Investment advisory fees                           7,219        9,286

  Amortization and derecognition of         8       67,338       73,638
  deferred selling commissions 

  Amortization and derecognition of         8       17,279       13,634
  customer contracts

  Amortization and derecognition of         8        9,492        7,041
  other intangibles

  Depreciation of property, equipment       9        3,934        2,910
  and computer software 

  Interest expense                         19       12,412       11,750

  Impairment of investment                               -          907

  Impairment of goodwill and management     8       20,013       13,426
  contracts
                                                   451,686      470,991
                                                                
                                                                

Income before income taxes                          58,530      114,681
                                                                

Income tax expense (benefit)                                    

  Current                                  20       37,065       49,473

  Deferred                                 20      (6,192)     (11,407)
                                                    30,873       38,066
                                                                

Income from continuing operations, net              27,657       76,615
of tax
                                                                

Income from discontinued operations, net    5       24,767       27,690
of tax
                                                                       

Net income for the year                          $  52,424   $  104,305
                                                                

Net income attributable to:                                     

  Equity owners of the Company                   $  52,260   $  103,573

  Non-controlling interest                             164          732
                                                 $  52,424   $  104,305
                                                                

Earnings per share for the year
attributable to the equity owners of the                        
Company

  Basic earnings per share                                      
    Continuing operations                  21    $    0.29   $     0.80
    Discontinued operations                21         0.26         0.29
                                                 $    0.55   $     1.09
                                                                

  Diluted earnings per share                                    
    Continuing operations                  21    $    0.29   $     0.80
    Discontinued operations                21         0.26         0.29
                                                 $    0.55   $     1.09

(The accompanying notes are an integral part of these consolidated financial 
statements.)

AGF Management Limited
Consolidated Statement of Comprehensive Income
                                                                 

(in thousands of Canadian dollars)                               

Years ended November 30                            2012            2011
                                                                       

Net income for the year                       $  52,424       $ 104,305
                                                                 

Other comprehensive income                                       
(losses), net of tax
                                                                 

  Cumulative translation adjustment                              
    Foreign currency translation
    adjustments related to net                                 
    investments in foreign
    operations                                    (717)              44
                                                  (717)              44

  Net unrealized gains (losses) on                               
  investments
    Unrealized gains (losses)                        12           (805)
    Reclassification of realized                      -             794
    gain to earnings
                                                     12            (11)

  Net unrealized gains (losses) on                               
  cash flow hedge
    Unrealized losses                             (451)         (3,845)
    Reclassification of realized                  1,018             266
    loss to earnings
                                                    567         (3,579)
                                                                       

Total other comprehensive loss from               (138)         (3,546)
continuing operations, net of tax
                                                                       

Total other comprehensive loss from             (2,875)         (3,604)
discontinued operations, net of tax

Recycling of unrealized gain on
investments related to the sale of              (6,699)               -
AGF Trust
                                                                 

Comprehensive income                          $  42,712       $  97,155
                                                                       

Comprehensive income attributable                                      
to:
    Equity holders of the Company             $  42,548       $  96,423
    Non-controlling interest                        164             732
                                              $  42,712       $  97,155

 

AGF Management Limited
Consolidated Statement of Changes in Equity
                                                                                                       
                                                                                                       
                                                                 Attributable


                                                 Accumulated    to equity
(in thousands                                              other    owners of        Non-            
of Canadian        Capital Contributed    Retained comprehensive          the controlling
dollars)             stock     surplus    earnings income (loss)      Company    interest      equity 
                                                                                                    
Balance,
December 1,     $  439,216 $    22,580 $   594,628 $      16,010 $  1,072,434 $       497 $ 1,072,931  
2010 
Net income for           -           -     103,573             -      103,573         732     104,305  
the year 
Other
comprehensive            -           -           -       (7,150)      (7,150)           -     (7,150)  
loss (net of
tax) 
Comprehensive
income (loss)            -           -     103,573       (7,150)       96,423         732      97,155  
for the year 
Issued through
dividend             2,115           -           -             -        2,115           -       2,115  
reinvestment
plan 
Stock options        7,782       2,217           -             -        9,999           -       9,999   
AGF Class B
Non-Voting
shares             (2,954)           -     (5,128)             -      (8,082)           -     (8,082)  
repurchased for
cancellation 
AGF Class B
Non-Voting
shares issued      114,679           -           -             -      114,679           -     114,679  
on acquisition
of Acuity 
Dividends on
AGF Class A
Voting common
shares and               -           -    (99,440)             -     (99,440)           -    (99,440)  
  AGF Class B
Non-Voting
shares 
Increase in
ownership
interest in              -           -     (3,868)             -      (3,868)           -     (3,868)  
Highstreet
Partners
Limited 
Dividends to
non-controlling          -           -           -             -            -       (757)       (757)  
interest 
Balance,
November 30,    $  560,838 $    24,797 $   589,765 $       8,860 $  1,184,260 $       472 $ 1,184,732  
2011 
                                                                                                    
Balance,
December 1,     $  560,838 $    24,797 $   589,765 $       8,860 $  1,184,260 $       472 $ 1,184,732  
2011 
Net income for           -           -      52,260             -       52,260         164      52,424  
the year 
Other
comprehensive            -           -           -       (9,712)      (9,712)           -     (9,712)  
loss (net of
tax) 
Comprehensive
income (loss)            -           -      52,260       (9,712)       42,548         164      42,712  
for the year 
Issued through
dividend             2,751           -           -             -        2,751           -       2,751  
reinvestment
plan 
Stock options        2,734       1,880           -             -        4,614           -       4,614   
AGF Class B
Non-Voting
shares            (45,960)           -    (42,775)             -     (88,735)           -    (88,735)  
repurchased for
cancellation 
AGF Class B
Non-Voting
shares issued       13,321           -           -             -       13,321           -      13,321  
on acquisition
of Acuity 
Dividends on
AGF Class A
Voting common
shares and
  AGF Class B            -           -   (103,138)             -    (103,138)           -   (103,138)  
Non-Voting
shares,
including tax
of $1.2 million 
Increase in
ownership
interest in              -           -       (789)             -        (789)           -       (789)  
Highstreet
Partners
Limited 
Dividends to
non-controlling          -           -           -             -            -       (146)       (146)  
interest 
Balance,
November 30,    $  533,684 $    26,677 $   495,323 $       (852) $  1,054,832 $       490 $ 1,055,322  
2012 
(The accompanying notes are an integral part of these consolidated financial 
statements.)  
AGF Management Limited
Consolidated Statement of Cash Flow 
                                                                  
(in thousands of                                                     
Canadian dollars) 
Years ended November 30 Note               2012                2011     
                                                                    
Operating Activities                                                  
Net income for the               $     52,424       $     104,305  
  year 


                                                                     

  Adjustments for                                                    
    Net income from
    discontinued                       (24,767)            (27,690)  
    operations
    Amortization,
    derecognition and                    98,043              97,223  
    depreciation
    Impairment of
    goodwill and                         20,013              13,426  
    management
    contracts
    Interest expense                     12,412              11,750  
    Income tax expense                   30,873              38,066  
    Income taxes paid                  (46,234)            (31,473)    
    Stock-based          18               1,950               8,425  
    compensation
    Share of profit of    6             (3,477)             (4,874)  
    associated company
    Dividends from        6               5,418               5,493  
    associated company
    Deferred selling      8            (36,175)            (49,013)  
    commissions paid 
    Purchase of
    residual rights and
    consent fees                        (3,520)                   -  
    associated with
    deferred selling
    commissions
    Other                                   496                  71  
                                        107,456             165,709  
                                                                     

  Net change in
  non-cash working                                                   
  capital balances
  related to operations
    Accounts receivable                  10,798             (5,659)  
    Other assets                        (1,286)                 964  
    Accounts payable
    and accrued                         (2,461)            (15,347)  
    liabilities
    Other liabilities                   (7,867)             (1,074)  
                                          (816)            (21,116)  
                                                                     

  Net cash provided by
  continuing operating                  106,640             144,593  
  activities

  Net cash used in
  discontinued            5           (214,306)           (473,875)  
  operating activities

  Net cash used in                    (107,666)           (329,282)  
  operating activities 
                                                                     

Financing Activities                                                 

  Repurchase of Class B
  Non-Voting shares for  13            (88,735)             (8,082)    
  cancellation

  Issue of Class B       13               2,554               6,960  
  Non-Voting shares

  Dividends paid                       (99,222)            (97,325)  

  Increase in long-term
  debt related to        10                   -           (144,000)  
  Facility 1

  Increase in long-term
  debt related to        10                   -             310,000    
  Facility 2 and
  Acquisition facility

  Investment Management                (11,611)             (9,305)    
  interest paid

  Net cash provided by
  (used in) continuing                (197,014)              58,248  
  financing activities

  Net cash provided by
  discontinued            5             464,359             238,624  
  financing activities

  Net cash provided by                  267,345             296,872  
  financing activities
                                                                     

Investing Activities                                                 

  Increase in ownership
  interest in             7             (3,955)             (3,868)    
  Highstreet Partners
  Limited

  Acquisition of Acuity
  Funds Ltd. and Acuity
  Investment              7            (20,976)           (173,415)    
  Management, net of
  cash acquired

  Acquisition of
  Robitaille Asset
  Management Inc.and      8             (1,200)                   -  
  non-competition
  agreement

  Proceeds from sale of
  discontinued            5               9,154                   -  
  operations, net of
  AGF Trust cash

  Purchase of property,
  equipment and           9             (9,504)             (3,650)  
  computer software

  Purchase of
  Investment Management   4            (15,735)             (8,553)  
  investments

  Proceeds from sale of
  Investment Management   4               7,368              11,921  
  investments

  Net cash used in
  continuing investing                 (34,848)           (177,565)  
  activities

  Net cash used in
  discontinued            5               (166)               (312)  
  investing activities

  Net cash used in                     (35,014)           (177,877)  
  investing activities 
                                                                     

Increase (decrease) in
cash and cash                           124,665           (210,287)  
equivalents
  during the period 
                                                                     

Balance of cash and
cash equivalents,                       246,634             456,921  
beginning of year
                                                                     

Balance of cash and
cash equivalents, end              $    371,299       $     246,634    
of year
                                                                       

Cash and cash
equivalents related                                                    
to: 

  Continuing                       $    371,299       $      62,121    
  operations 

  Discontinued                                -             184,513    
  operations
                                   $    371,299       $     246,634    

(The accompanying notes are an integral part of these consolidated financial 
statements.)

Notes to Consolidated Financial Statements

For the years ended November 30, 2012 and 2011

Note 1: General Information

AGF Management Limited (AGF or the Company) is a limited liability company 
incorporated and domiciled in Canada under the Business Corporations Act 
(Ontario). The address of its registered office and principal place of 
business is Toronto-Dominion Bank Tower, 66 Wellington Street West, Toronto, 
Ontario.

The Company is an integrated, global wealth management corporation whose 
principal subsidiaries provide investment management for mutual funds, 
institutions and corporations, as well as high-net-worth clients. The Company 
conducts the management and distribution of mutual funds in Canada under the 
brand names AGF, Acuity, Elements and Harmony (collectively, AGF Investments). 
Prior to August 1, 2012, the Company had a principal subsidiary that provided 
trust products and services. The trust business was conducted under the name 
AGF Trust Company (AGF Trust). On August 1, 2012, the Company completed its 
sale of 100% of the shares of AGF Trust to B2B Bank, a subsidiary of 
Laurentian Bank. Refer to Note 5 for further details.

These consolidated financial statements were authorized for issue by the Board 
of Directors on January 29, 2013.

Note 2: Basis of Preparation and Adoption of IFRS

The Company prepares its consolidated financial statements in accordance with 
Canadian generally accepted accounting principles (GAAP) as set out in the 
Handbook of the Canadian Institute of Chartered Accountants (CICA Handbook). 
In 2010, the CICA Handbook was revised to incorporate International Financial 
Reporting Standards (IFRS), and to require publicly accountable enterprises to 
apply such standards effective for years beginning on or after January 1, 
2011. Accordingly, the Company has commenced reporting on this basis in its 
2012 consolidated financial statements. In these consolidated financial 
statements, the term 'Canadian GAAP' refers to Canadian GAAP before the 
adoption of IFRS.

These consolidated financial statements have been prepared in accordance with 
IFRS. Subject to certain transition elections disclosed in Note 27, the 
Company has consistently applied the same accounting policies in its opening 
consolidated statement of financial position at December 1, 2010 and 
throughout the years. Presentation of these consolidated financial statements 
is as if these policies had always been in effect. Note 27 discloses the 
impact of the transition to IFRS on the Company's reported financial position, 
financial performance and cash flows for the year ended November 30, 2011.

The Company has one reportable segment, subsequent to the sale of AGF Trust.

Note 3: Significant Accounting Policies, Judgements and Estimation Uncertainty

3.1Basis of Measurement

The consolidated financial statements have been prepared under the historical 
cost convention, except for the revaluation of certain financial assets and 
financial liabilities to fair value.

3.2Consolidation

(a) Subsidiaries 
The consolidated financial statements include the accounts of the Company and 
its directly and indirectly owned subsidiaries. Subsidiaries are all entities 
over which the Company has the power to govern the financial and operating 
policies generally accompanying a shareholding of more than one half of the 
voting rights. The existence and effect of potential voting rights that are 
currently exercisable or convertible are considered when assessing whether the 
Company controls another entity. Subsidiaries are fully consolidated from the 
date on which control is transferred to the Company. They are de-consolidated 
from the date on which control ceases. If the Company loses control of a 
subsidiary, it accounts for all amounts recognized in other comprehensive 
income in relation to that subsidiary on the same basis as if would if the 
Company had directly disposed of the related assets or liabilities.

The Company applies the acquisition method to account for business 
combinations. The consideration transferred for the acquisition of a 
subsidiary is the fair values of the assets transferred, the liabilities 
incurred to the former owners of the acquiree and the equity interests issued 
by the Company. The consideration transferred includes the fair value of any 
asset or liability resulting from a contingent consideration agreement. 
Identifiable assets and liabilities and contingent liabilities assumed in a 
business combination are measured initially at their fair values at the 
acquisition date.

Intercompany transactions and balances are eliminated on consolidation. For 
subsidiaries where the Company does not own all of the equity, the 
non-controlling shareholders' interest is presented in the consolidated 
statement of financial position as non-controlling interest (NCI) and the 
related income is disclosed as a separate line in the consolidated statement 
of income. 
The principal subsidiaries of AGF are as follows: 
                                                         
                       Principal         Country of
                        activity      incorporation     Interest held
                                                                     

AGF                    Investment
Investments            management            Canada              100%
Inc.

AGF                    Investment
Investments            management            Canada              100%
America Inc.

Acuity
Investment             Investment            Canada              100%
Management             management
Inc.

AGF
International          Investment
Advisors               management           Ireland              100%
Company
Limited

AGFIA Limited          Investment           Ireland              100%
                       management

AGF Asset              Investment
Management             management         Singapore              100%
Asia Limited

Doherty &              Investment
Associates             management            Canada              100%
Limited

Cypress
Capital                Investment            Canada              100%
Management             management
Limited

Highstreet
Asset                  Investment            Canada             89.4%
Management             management
Inc.

AGF Securities         Securities
(Canada)                   dealer            Canada              100%
Limited

20/20                     Holding
Financial                 company            Canada              100%
Corporation

(b) Associates

Associates are entities over which the Company has significant influence, but 
not control, generally accompanying a shareholding of between 20% and 50% of 
the voting rights. Investments in associates are accounted for by the equity 
method of accounting and are initially recognized at cost. The Company holds a 
31.1% interest in Smith & Williamson Holdings Limited (S&WHL), an independent 
U.K.-based company providing private client investment management, financial 
advisory and tax and accounting services. The Company's investment in 
associates includes goodwill identified on acquisition.

AGF's share of its associates' post-acquisition profits or losses is 
recognized in the consolidated statement of income, and its share of 
post-acquisition other comprehensive income (loss) is recognized in other 
comprehensive income. The cumulative post-acquisition movements are adjusted 
against the carrying amount of the investment. When the Company's share of 
losses in an associate equals or exceeds its interest in the associate, the 
Company does not recognize further losses, unless it has incurred obligations 
or made payments on behalf of the associate.

Unrealized gains on transactions between the Company and its associates are 
eliminated to the extent of the Company's interest in the associates. 
Unrealized losses are also eliminated unless the transaction provides evidence 
of an impairment of the asset transferred. Associates' accounting policies 
have been changed where necessary to ensure consistency with the policies 
adopted by AGF.

The Company assesses at each period-end whether there is any objective 
evidence that its interests in associates are impaired. If impaired, the 
carrying value of the Company's share of the underlying assets of associates 
is written down to its estimated recoverable amounts (being the higher of fair 
value less costs to sell and value in use) and charged to the consolidated 
statement of income. 

3.3Foreign Currency Translation

(a) Functional and Presentation Currency

Items included in the financial statements of each consolidated entity are 
measured using the currency of the primary economic environment in which the 
entity operates (the functional currency). The consolidated financial 
statements are presented in Canadian dollars, which is AGF Management 
Limited's functional currency.

The financial statements of entities that have a functional currency different 
from that of AGF Management Limited (foreign operations) are translated into 
Canadian dollars as follows: assets and liabilities - at the closing rate at 
the date of the statement of financial position, and income and expenses - at 
the average rate of the period (as this is considered a reasonable 
approximation to actual rates). Resulting changes are recognized in net income 
on the consolidated statement of income, except for unrealized translation 
gains and losses related to investments in foreign associated companies, which 
are reported in other comprehensive income.

(b) Transactions and Balances

Monetary assets and liabilities denominated in foreign currencies are 
translated at exchange rates prevailing at the consolidated statement of 
financial position date and non-monetary assets and liabilities are translated 
at historical exchange rates. Foreign currency income and expenses are 
translated at average exchange rates prevailing throughout the year. 
Unrealized translation gains and losses and all realized gains and losses are 
included in net income on the consolidated statement of income.

Changes in the fair value of monetary debt instruments denominated in foreign 
currencies classified as available for sale are analyzed between translation 
differences resulting from changes in the amortized cost of the investment and 
other changes in its carrying amount. Translation differences related to 
changes in amortized cost are recognized in net income and other changes in 
carrying amount are recognized in other comprehensive income.

3.4Assets Under Management (AUM)

The Company manages and provides advisory services in respect of mutual fund 
and other investment assets owned by clients and third parties that are not 
reflected on the consolidated statement of financial position.

3.5Cash and Cash Equivalents

Cash represents highly liquid temporary deposits, while cash equivalents 
consists of bank term deposits, both of which are readily convertible to known 
amounts of cash, are subject to insignificant risk of changes in fair value 
and have short-term maturities of less than three months at inception.

3.6Financial Instruments

Financial assets and liabilities are recognized when the Company becomes a 
party to the contractual provisions of the instrument. Financial assets are 
derecognized when the rights to receive cash flows from the assets have 
expired or have been transferred and the Company has transferred substantially 
all risks and rewards of ownership. Financial liabilities are derecognized 
when the obligation specified in the contract is discharged, cancelled or 
expires. Regular way purchases and sales of financial assets and liabilities 
are accounted for at the trade date.

Financial assets and liabilities are offset and the net amount is reported in 
the consolidated statement of financial position when there is a legally 
enforceable right to offset the recognized amounts and there is an intention 
to settle on a net basis, or realize the asset and settle the liability 
simultaneously.

At initial recognition, the Company classifies its financial instruments in 
the following categories depending on the purpose for which the instruments 
were acquired:

(a) Financial Assets and Liabilities at Fair Value Through Profit or Loss 
(FVTPL)

A financial asset or liability is classified in this category if acquired 
principally for the purpose of selling or repurchasing in the short term. 
Derivatives are also included in the category unless they are designated as 
hedges. The Company's FVTPL consist of certain investments, contingent 
consideration payable, acquisition consideration payable, and non-controlling 
interest put liability.

The non-cash payment portion of the acquisition consideration payable is 
classified as FVTPL and is recognized initially and subsequently at fair 
value. Gains and losses arising from changes in fair value are presented in 
the consolidated statement of income under fair value adjustments and other 
income (loss). Transaction costs on FVTPL financial instruments are accounted 
for in net income as incurred.

(b) Available for Sale

Available for sale assets are non-derivatives that are either designated in 
this category or not classified in any of the other categories. The Company's 
available for sale assets consist of investments in debt and equity securities.

Available for sale assets are recognized initially at fair value plus 
transaction costs and are subsequently carried at fair value. Gains or losses 
arising from changes in fair value are recognized in other comprehensive 
income. Available for sale investments are classified as current.

Interest on available for sale investments, calculated using the effective 
interest method, is recognized in the consolidated statement of income as part 
of fair value adjustments and other income (loss). Dividends on available for 
sale equity instruments are recognized in the consolidated statement of income 
as part of fair value adjustments and other income (loss) when the payment is 
received. When an available for sale investment is sold or impaired, the 
accumulated gains or losses are moved from accumulated other comprehensive 
income to the consolidated statement of income and are included in fair value 
adjustments and other income (loss).

(c) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or 
determinable payments that are not quoted in an active market. The Company's 
loans and receivables consist of accounts receivable and other financial 
assets.

Accounts receivable and other financial assets are initially recognized at the 
amount expected to be received, less, when material, a discount to reduce the 
asset balance to fair value. Subsequently, accounts receivable and other 
financial assets are measured at amortized cost using the effective interest 
method less a provision for impairment.

(d) Financial Liabilities at Amortized Cost

Financial liabilities at amortized cost include accounts payable and accrued 
liabilities, long-term debt, the cash payment portion of the acquisition 
consideration payable, and other long-term liabilities.

Accounts payable and accrued liabilities, long-term debt, the cash payment 
portion of the acquisition consideration payable, and other long-term 
liabilities are initially recognized at the amount required to be paid, less, 
when material, a discount to reduce the payables to fair value. Subsequently, 
these balances are measured at amortized cost using the effective interest 
method.

Financial liabilities are classified as current liabilities if payment is due 
within 12 months of the consolidated statement of financial position date. 
Otherwise, they are presented as non-current liabilities.

Derivative instruments are used to manage the Company's exposure to interest 
rate risks. The Company does not enter into derivative financial instruments 
for trading or speculative purposes. When derivative instruments are used, the 
Company determines whether hedge accounting can be applied. The derivative 
instrument must be highly effective in accomplishing the objective of 
offsetting either changes in the fair value or forecasted cash flows 
attributable to the risk being hedged both at inception and over the life of 
the hedge. In accordance with IAS 39, the accumulated ineffectiveness of 
hedging relationships must be measured, and the ineffective portion of changes 
in fair value must be recognized in the consolidated statement of income. 
Where hedge accounting cannot be applied, changes in fair value are recognized 
in the consolidated statement of income.
    --  Cash Flow Hedges
        Cash flow hedges are used to hedge the Company's exposure to
        fluctuating interest rates on its long-term debt. The effective
        portion of the change in fair value of the derivative
        instruments designated as cash flow hedges, net of taxes, is
        recorded in other comprehensive income (OCI), while the
        ineffective portion is recognized in the consolidated statement
        of income under fair value adjustments and other income.
        Amounts recorded in OCI are subsequently recognized in the
        consolidated statement of income consistent with the timing of
        the recognition of cash flows associated with the hedged
        instruments. When a hedging instrument expires or is sold, or
        when a hedge no longer meets the criteria for hedge accounting,
        any cumulative gain or loss existing in equity at that time
        remains in equity and is recognized when the forecast
        transaction is ultimately recognized in the consolidated
        statement of income. When a forecast transaction is no longer
        expected to occur, the cumulative gain or loss that was
        reported in equity is immediately transferred to the
        consolidated statement of income.

Transaction costs related to financial instruments at fair value through 
profit or loss are accounted for as expense on initial recognition. For all 
other financial instruments, transaction costs are included in the initial 
carrying amount in the consolidated statement of financial position.

3.7Intangibles

(a) Goodwill and Management Contracts

Goodwill represents the excess of the fair value of consideration paid over 
the fair value of the Company's share of the identifiable net assets, 
including management contracts, of the acquired subsidiary at the date of 
acquisition. Goodwill is carried at cost less accumulated impairment losses. 
Management contracts have been determined to have an indefinite life. 
Management contracts acquired separately or in a business combination are 
recorded at fair value on initial recognition and subsequently reduced by the 
amount of impairment losses, if any.

(b) Customer Contracts and Other Intangibles

Customer contracts and other intangibles are stated at cost (which generally 
coincides with their fair values at the dates acquired), net of accumulated 
amortization and impairment, if any. Amortization for customer contracts and 
certain other intangibles is computed on a straight-line basis over seven to 
15 years based on the estimated useful lives of these assets. For the 
remaining other intangibles, amortization is based on the expected discounted 
cash flow and amortized over the contractual life of the assets. Unamortized 
customer contracts and other intangibles for which client attrition occurs is 
immediately charged to net income and included in amortization and 
derecognition of customer contracts.

(c) Deferred Selling Commissions

Selling commissions paid to brokers on mutual fund securities sold on a 
deferred sales charge (DSC) basis are recorded at cost and are amortized on a 
straight-line basis over the period that the associated economic benefits are 
expected to arise, which corresponds with the applicable DSC schedule and 
ranges from three to seven years. Unamortized deferred selling commissions 
related to units redeemed prior to the end of the expected investment period 
are immediately charged to net income and included in amortization and 
derecognition of deferred selling commissions.

3.8Property, Equipment and Computer Software

Property, equipment and computer software, which consists of furniture and 
equipment, computer hardware, computer software and leasehold improvements, is 
stated at cost, net of accumulated depreciation and impairment, if any. 
Depreciation is calculated using the following methods based on the estimated 
useful lives of these assets:

Furniture and equipment     20% declining balance

Computer hardware           30% declining balance

Leasehold improvements      straight-line over term of lease

Computer software           straight-line over three years

3.9Impairment of Non-financial Assets

Assets that have an indefinite useful life, for example, goodwill and 
management contracts, are not subject to amortization and are tested annually 
for impairment. Assets that are subject to amortization are reviewed for 
impairment whenever events or changes in circumstances indicate that the 
carrying amount may not be recoverable. An impairment loss is recognized for 
the amount by which the asset's carrying amount exceeds its recoverable 
amount. The recoverable amount is the higher of an asset's fair value less 
costs to sell and value in use. For the purposes of assessing impairment, 
assets are grouped at the lowest levels for which there are separately 
identifiable cash flows (cash-generating units, or CGUs). Non-financial 
assets, other than goodwill, that suffered an impairment are reviewed for 
possible reversal of the impairment at each reporting date. Where such 
evidence exists, the portion of the previous impairment which no longer is 
impaired is reversed through net income with a corresponding increase in the 
carrying value of the asset.

3.10Provisions

A provision is recognized if, as a result of a past event, the Company has a 
present legal or constructive obligation that can be estimated reliably, and 
it is probable that an outflow of economic benefits will be required to settle 
the obligation. Provisions are measured as the best estimate of the 
expenditure required to settle the present obligation at the end of the 
reporting period.

In November 2005, the Company launched AGF Elements, which consists of five 
diversified fund-of-fund portfolios. Four of these portfolios include the 
Elements Advantage Commitment, which is a commitment to the investor that if 
their portfolio does not match or outperform its customized benchmark over a 
three-year period, AGF will provide each individual investor up to 90 basis 
points in additional units. This will be calculated based on the value of such 
investment at the end of its related three-year period.

The Company records a provision of up to 30 basis points per year of each 
investor's AUM and the Company's expectation of amounts ultimately to be 
reimbursed to the investor, adjusted for redemptions, until the end of the 
three-year measurement period of each investment made by such investor. If an 
individual investor's returns match or exceed the corresponding benchmark, 
amounts previously recorded as a provision are reversed and recognized in net 
income.

3.11Current and Deferred Income Tax

Income tax consists of current and deferred tax. Income tax is recognized in 
the consolidated statement of income except to the extent that it relates to 
items recognized directly in other comprehensive income or directly in equity, 
in which case the income tax is also recognized directly in other 
comprehensive income or equity, respectively.

Current tax is the expected tax payable on the taxable income for the year, 
using tax rates enacted or substantively enacted, at the end of the reporting 
period, and any adjustment to tax payable in respect of previous years.

In general, deferred tax is recognized in respect of temporary differences 
arising between the tax bases of assets and liabilities and their carrying 
amounts in the consolidated financial statements. However, deferred tax is not 
recognized if it arises from the initial recognition of goodwill or the 
initial recognition of an asset or liability in a transaction other than a 
business combination that, at the time of the transaction, affects neither 
accounting nor taxable profit or loss. Deferred income tax is provided on 
temporary differences arising on investments in subsidiaries and associates, 
except, in the case of subsidiaries, where the timing of the reversal of the 
temporary difference is controlled by the Company and it is probable that the 
temporary difference will not reverse in the foreseeable future.

Deferred income tax is determined on a non-discounted basis using tax rates 
and laws that have been enacted or substantively enacted at the date of the 
consolidated statement of financial position and are expected to apply when 
the deferred tax asset is realized or liability settled. Deferred tax assets 
are recognized to the extent that it is probable that future taxable profit 
will be available, against which the deductible temporary differences can be 
utilized.

Deferred income tax assets and liabilities are presented as non-current.

3.12Revenue Recognition

Revenue is recognized to the extent that is it probable that the economic 
benefits will flow to the Company and the revenue can be reliably measured. 
Revenue is measured at the fair value of the consideration received or 
receivable. In addition to these general principles, AGF applies the following 
specific revenue recognition policies:

Management and advisory fees are based on the net asset value of funds under 
management and are recognized on an accrual basis. These fees are shown net of 
management fee rebates and distribution fees payable to third parties and 
selling-commission financing entities.

Deferred sales charge (DSC) revenue is received from investors when mutual 
fund securities sold on a DSC basis are redeemed. DSC revenue is recognized on 
the trade date of the redemption of the applicable mutual fund securities.

3.13Employee Benefits

(a) Stock-based Compensation and Other Stock-based Payments

The consolidated financial statements include the accounts of the Company and 
its directly and indirectly owned subsidiaries. The Company has stock-based 
compensation plans as described in Note 18. The Company utilizes the 
fair-value-based method of accounting for stock-based compensation. The fair 
value of stock-based compensation, determined using an option pricing model, 
is recorded over the vesting period as a charge to net earnings with a 
corresponding credit to contributed surplus and awards are equity settled.

The Company also has a share purchase plan under which employees can have a 
percentage of their annual earnings withheld subject to a maximum of 6% to 
purchase AGF's Class B Non-Voting shares. The Company matches up to 60% of the 
amounts contributed by the employee. The Company's contribution vests 
immediately and is recorded as a charge to net income in the period that the 
benefit is earned. All contributions are used by the plan trustee to purchase 
Class B Non-Voting shares on the open market.

The Company has an Executive Share Unit Plan for senior employees under which 
certain employees are granted Restricted Share Units (RSU) or Performance 
Share Units (PSU) of Class B Non-Voting shares. RSUs vest three years from the 
grant date. Compensation expense and the related liability are recorded 
equally or graded over the three-year vesting period, taking into account 
fluctuations in the market price of Class B Non-Voting shares, dividends paid 
and forfeitures. PSU compensation expense and the related liability are 
recorded equally over the vesting period, taking into account the likelihood 
of the performance criteria being met, fluctuations in the market price of 
Class B Non-Voting shares, dividends paid and forfeitures. These PSUs vest 
three years from the grant date provided employees meet certain performance 
criteria. AGF will redeem all of the participants' PSUs or RSUs in cash equal 
to the value of one Class B Non-Voting share for each PSU or RSU.

The Company has a Partners Incentive Plan (PIP) for senior employees under 
which certain employees are designated to participate. The plan consists of a 
number of points, which are allocated among participating employees. The value 
of each point is determined using a funding rate that is based on a set 
percentage of targeted earnings before interest and tax (EBIT) that defines 
the funding pool for the year. At the end of each fiscal year, the funding 
pool is adjusted up or down to reflect the Company's EBIT performance. The 
adjusted dollar value is then settled in the form of RSUs or stock options. 
Stock options are granted under the Company's stock option plan, which is 
described in Note 18. RSUs are granted under the PIP. Upon vesting, the 
Company will redeem the participants' RSUs in cash value equal to the value of 
one Class B Non-Voting share for each RSU. During the first year of the plan, 
compensation expense and the related liability is expensed based on the 
targeted funding pool over a graded four-year vesting period. Upon granting of 
the RSU or stock option, the remaining expense is accounted for under the RSU 
or stock option model.

The Company has a Deferred Share Unit (DSU) plan for non-employee Directors 
and certain employees. The plan enables Directors of the Company to elect to 
receive their remuneration in DSUs. These units vest immediately and 
compensation expense and the related liability are charged to net income in 
the period the DSUs are granted. DSUs granted to certain employees vest 
between one to 10 years from the grant date. Compensation expense and the 
related liability are recorded equally over the respective vesting periods, 
taking into account fluctuations in the market price of Class B Non-Voting 
shares, dividends paid and forfeitures. On termination, AGF will redeem all of 
the participants' DSUs in cash equal to the value of one Class B Non-Voting 
share at the termination date for each DSU.

The Company has entered into a put agreement with the non-controlling 
shareholders of one of its subsidiaries. Under the agreement, the Company is 
obligated to purchase shares from the non-controlling shareholders at a 
specified price determined in part by reference to earnings. The Company 
accounts for the obligation as a share-based payment at fair value. The fair 
value of the obligation is determined as the difference between the strike 
price of the option and the fair value of the underlying shares, determined 
using market multiples based on precedent transactions. Changes in the fair 
value of the put agreement are recorded in net income.

(c) Termination Benefits

The Company recognizes termination benefits when it is demonstrably committed 
to either terminating the employment of current employees according to a 
detailed formal plan or letter of termination, without possibility of 
withdrawal.

3.14Capital Stock

AGF Class A Voting common shares and Class B Non-Voting shares are classified 
as equity. Incremental costs directly attributable to the issuance of new 
shares are shown in equity as a deduction from the proceeds, net of tax.

3.15Dividends

Dividend distribution to AGF shareholders is recognized in the Company's 
consolidated financial statements in the period in which the dividends are 
approved by the Board of Directors.

3.16Earnings per Share

Basic earnings per share are calculated by dividing net income applicable to 
AGF Class A Voting common shares and Class B Non-Voting shares by the daily 
weighted average number of shares outstanding. Diluted earnings per share are 
calculated using the daily weighted average number of shares that would have 
been outstanding during the year had all potential common shares been issued 
at the beginning of the year, or when other potentially dilutive instruments 
were granted or issued, if later.

The treasury stock method is employed to determine the incremental number of 
shares that would have been outstanding had the Company used proceeds from the 
exercise of options to acquire shares.

3.17Accounting Standards Issued but Not Yet Applied

The following new accounting standards have been issued or amended:

IFRS 7, Financial Instruments: Disclosures, has been amended and was issued 
December 2011 and addresses offsetting financial assets and financial 
liabilities. IFRS 7 requires additional disclosure to allow users of the 
financial statements to evaluate the effect or potential effect of netting 
arrangements. The Company has yet to assess IFRS 7's full impact. The standard 
is effective for annual periods beginning on or after January 1, 2013.

IFRS 9, Financial Instruments, was issued in November 2009 and October 2012. 
It replaces the parts of IAS 39 that relate to the classification and 
measurements of financial instruments. IFRS 9 requires financial assets to be 
classified into two measurement categories: those measured at fair value 
through profit and loss and those measured at amortized cost. The 
determination is made at initial recognition. For financial liabilities, the 
standard retains most IAS 39 requirements. The Company has yet to assess IFRS 
9's full impact. The standard is effective for annual periods beginning on or 
after January 1, 2015.

IFRS 10, Consolidated Financial Statements, builds on existing principles for 
identifying control and provides additional guidance to assist in determining 
when an entity should be included within the consolidated financial statements 
of the parent company. The Company has yet to assess IFRS 10's full impact. 
The standard is effective for annual periods beginning on or after January 1, 
2013.

IFRS 11, Joint Arrangements, directs that if a joint arrangement qualifies as 
a joint venture it must be accounted for using the equity method. Likewise, if 
a joint arrangement qualifies as a joint operation it must be accounted for 
using proportionate consolidation. The ability to choose the accounting method 
used for joint arrangements has been eliminated. The Company has yet to assess 
IFRS 11's full impact. The standard is effective for annual periods beginning 
on or after January 1, 2013.

IFRS 12, Disclosure of Interests in Other Entities, establishes disclosure 
requirements for interests in other entities, such as subsidiaries, joint 
ventures, associates, and unconsolidated structured entities. The standard 
carries forward existing disclosures and also introduces significant 
additional disclosure that addresses the nature of, and risks associated with, 
an entity's interests. The Company has yet to assess IFRS 12's full impact. 
The standard is effective for annual periods beginning on or after January 1, 
2013.

IFRS 13, Fair Value Measurement, is a comprehensive definition for fair value 
measurement and disclosure across all IFRS standards. Under the current IFRS, 
guidance on measuring and disclosing fair value is dispersed among the 
specific standards requiring fair value. The Company has yet to assess IFRS 
13's full impact. The standard is effective for annual periods beginning on or 
after January 1, 2013.

IAS 1, Presentation of Financial Statements, has been amended and requires 
entities to separate items presented in OCI into two groups, based on whether 
or not items may be recycled in the future. The Company has yet to assess IAS 
1's full impact. The standard is effective for annual periods beginning on or 
after July 1, 2012.

3.18Critical Accounting Estimates and Judgements

The preparation of consolidated financial statements in conformity with IFRS 
requires management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosures of contingent assets and 
liabilities at the date of the consolidated financial statements and the 
reported amounts of revenue and expenses during the reporting period. Actual 
results could differ from these estimates. The estimates and underlying 
assumptions are reviewed on an ongoing basis. Revisions to accounting 
estimates are recognized in the period in which the estimate is revised if the 
revision affects only that period or in the period in which the estimate is 
revised if the revision affects both current and future period.

Key areas of estimation where management has made difficult, complex or 
subjective judgements - often about matters that are inherently uncertain - 
include provision for useful lives of depreciable assets, commitments and 
contingencies, as well as the specific items discussed below.

(a) Impairment of Non-financial Assets

The Company determines the recoverability of each of its CGUs based on an 
analysis of the underlying AUM associated with the CGU and available AUM 
multiples from recent transactions for similar assets within the same 
industry. Such analysis involves management judgement in selecting the 
appropriate AUM multiple to be used in the assessment of the impairment of 
non-financial assets. Refer to Note 8 for further details on the impairment of 
non-financial assets.

(b) Stock-based Compensation and Other Stock-based Payments

In determining the fair value of stock-based rewards and the related charge to 
the consolidated statement of income, the Company makes assumptions about 
future events and market conditions. In particular, judgement must be formed 
as to the likely number of shares that will vest, and the fair value of each 
award granted. The fair value of stock options granted is determined using the 
Black-Scholes option-pricing model, which is dependent on further estimates, 
including the Company's future dividend policy and the future volatility in 
the price of the Class B Non-Voting shares. Refer to Note 18 for the 
assumptions used. Such assumptions are based on publicly available information 
and reflect market expectation. In addition, in determining the fair value of 
the obligation related to the put agreement with non-controlling shareholders 
of one of its subsidiaries, the Company estimates the market multiple based on 
precedent transactions. Different assumptions about these factors to those 
made by AGF could materially affect reported net income.

(c) Performance-related Compensation

In determining the charge for performance-related compensation to the 
consolidated statement of income, management uses a financial forecast of 
year-end results and fund performance that is updated quarterly. Forecasts 
require management judgement and are subject to risk that actual events may be 
significantly different from those forecasted. If actual events deviate from 
the assumptions made by the Company, then the reported performance-related 
compensation may be materially different.

(d) Contingent Consideration Receivable

In determining the fair value of the contingent consideration receivable 
related to the sale of AGF Trust, the Company uses a five-year analysis of the 
credit quality of the loan portfolio. Such an analysis requires management 
judgement related to the liquidation rates used during the analysis period. 
Refer to Note 5 for the assumptions used.

(e) Income Taxes

The Company is subject to income taxes in numerous jurisdictions. There are 
many transactions and calculations for which the ultimate tax determination is 
uncertain. AGF recognizes liabilities for anticipated tax audit issues based 
on estimates of whether additional taxes will be due. Where the final outcome 
of these matters is different from the amounts that were initially recorded, 
such differences will impact the current and deferred income tax assets and 
liabilities in the period in which such determination is made.

(f) Critical Judgements in Applying the Company's Accounting Policies

The application of the Company's accounting policies may require management to 
make judgements, apart from those involving estimates, that can affect the 
amounts recognized in the consolidated financial statements. Such judgements 
include the determination of the finite or indefinite life of intangible 
assets and the determination of whether or not to apply hedge accounting. 
Refer to relevant accounting policies in Note 3 for further details.

Note 4: Investments

The following table presents a breakdown of investments:
                                                           
                          November       November 30,     December 1,
                               30,

(in thousands
of Canadian                   2012               2011            2010
dollars)
                                                                     

Fair value
through                                                              
profit or
loss

  AGF mutual
  funds and             $   25,269     $       15,674   $      19,572
  other

  Equity                     1,612              1,594           1,785
  securities
                            26,881             17,268          21,357

Available for                                              
sale

  Equity                     2,995              3,446           4,491
  securities

Loans and                                                            
receivables

  Canadian
  government                   301                299             297
  debt -
  Federal

Investments
related to                       -            496,473         477,818
discontinued
operations 
                        $   30,177     $      517,486   $     503,963



The investment in Canadian government debt is composed of fixed-rate treasury 
bonds with maturity dates within one year and credit ratings of AAA. During 
the year ended November 30, 2012, no impairment charges were required. During 
the year ended November 30, 2011, the Company determined that a decline in the 
fair value of certain equity securities was other than temporary. As a 
result, the Company recognized an impairment charge of $0.9 million before tax 
($0.8 million after tax).

The continuity of short-term investments for the years ended November 30, 2012 
and 2011 is as follows:
                                                                

(in thousands of Canadian dollars)                                     

Years ended November 30                             2012           2011
                                                                       

 Beginning of the year                       $   517,486     $  503,963

  Additions                                       15,735          8,553

  Disposals                                      (7,368)       (11,921)

  Net gains (losses) recognized on
  the consolidated statement of                      433          (592)
  income 

  Reinvested dividends and                           814        (1,034)
  interest 

  Net unrealized and realized
  gains (losses) transferred to                    (450)          (139)
  other comprehensive income 

  Activity related to discontinued             (496,473)         18,656
  operations 

 End of the year                             $    30,177     $  517,486



Note 5: Discontinued Operations

On August 1, 2012, the Company completed its sale of 100% of the shares of AGF 
Trust to B2B Bank, a subsidiary of Laurentian Bank, for cash consideration 
corresponding to the net book value of AGF Trust at closing of $246.3 million. 
The transaction also caused AGF Trust to repay subordinated indebtedness owed 
to AGF and redeem preferred shares held by AGF for an additional consideration 
of $173.5 million.

In addition, the agreement includes a contingent consideration to a maximum of 
$20.0 million over five years if the credit performance of AGF Trust's loan 
portfolio meets certain thresholds. Accordingly, a contingent consideration 
receivable of $5.9 million was recorded on the sale of AGF Trust and is 
included in other assets on the statement of financial position, representing 
management's best estimate of the fair value thereof. The key assumptions used 
in the five-year analysis of the credit quality of the loan portfolio was a 
6.3% liquidation rate on the secured investment loans in year 1 and a 3.0% 
liquidation rate in years 2 to 5. A 1% increase in the secured investment loan 
liquidation rate used in the analysis of the credit quality of the loan 
portfolio would result in a decrease to the contingent consideration 
receivable of $5.9 million, whereas a 1% decrease would result in an increase 
to the contingent consideration receivable of $4.9 million.

For the year ended November 30, 2012, the income from discontinued operations 
included in the consolidated statement of income and the cash inflow from the 
sale of AGF Trust included in the consolidated statement of cash flow is as 
follows:
                                                                     

(in thousands of Canadian dollars)                                     
                                                                       

Consideration:                                                         

  Cash received                                             $   419,841

  Contingent consideration receivable                             5,900
                                                                425,741
                                                                       

Less: net AGF Trust assets disposed                           (422,500)
                                                                       

Other items:                                                           

  Expenses related to the sale of AGF Trust, net of             (1,780)
  tax

  Recycling of unrealized gain on available for                   6,699
  sale securities, net of tax

  Tax on contingent consideration receivable                    (1,564)

Gain on disposal                                            $     6,596
                                                                       

Net income related to AGF Trust for the period from              18,171
December 1, 2011 to July 31, 2012

Income from discontinued operations                         $    24,767
                                                                       

Cash flows:                                                            

  Cash consideration                                        $   419,841

  Cash disposed                                               (410,687)

Net cash received on disposal                               $     9,154
                                                             

For the years ended November 30, 2012 and 2011, the operating performance of 
AGF Trust has been included in the Company's consolidated statement of income 
as discontinued operations as follows:
                                                           

(in thousands of Canadian dollars)                         

Years ended November 30                       2012(1)       2011
                                                                

Revenue                                                         

  RSP loan securitization income, net of    $   1,263   $  2,602
  impairment

  Other income                                  3,713      5,526

  AGF Trust net interest income(2)             53,744     83,098

Total revenue                                  58,720     91,226
                                                                

Expenses                                                   

  Selling, general and administrative          28,721     38,675

  Amortization of property, equipment and         563      1,255
  computer software 

  Provision for AGF Trust loan losses           4,195     11,666
                                               33,479     51,596
                                                           

Income before income taxes                     25,241     39,630
                                                           

Income tax expense (benefit)                               

  Current(2)                                    8,398     11,324

  Deferred                                    (1,328)        616
                                                7,070     11,940

Net income related to AGF Trust             $  18,171   $ 27,690
                                                           

Net income attributable to:                                

  Equity owners of the Company              $  18,171   $ 27,690

  Non-controlling interest                          -          -
                                            $  18,171   $ 27,690

(1) Includes AGF Trust activity up to July 31, 2012.
(2) Adjusted for interest on inter-company subordinated debt classified as 
discontinued operations.

(a) AGF Trust Net Interest Income

A breakdown of AGF Trust net interest income is as follows:
                                                        

(in thousands of Canadian dollars)                      

Years ended November 30                 2012(1)            2011
                                                               

AGF Trust interest income                                      

  Loan interest                       $ 100,784      $  155,289

  Investment interest                    10,348          15,418
                                        111,132         170,707
                                                               

AGF Trust interest expense                                     

  Deposit interest                       51,145          96,967

  Hedging interest income               (5,899)        (20,703)

  Other interest expense(2)              12,142          11,345
                                         57,388          87,609
                                                               

AGF Trust net interest income         $  53,744      $   83,098

(1) Includes AGF Trust activity up to July 31, 2012.
(2) Adjusted for interest on inter-company subordinated debt classified as 
discontinued operations.

(b) Stock-based Compensation and Other Stock-based Payments

(i) Stock Option Plans

Refer to Note 18 for further details on the Company's stock option plans. The 
change in stock options related to AGF Trust during the years ended November 
30, 2012 and 2011 is summarized as follows:
                                                          

Years ended                     2012                         2011
November 30
                                 Weighted                     Weighted 
                                  average                       average
                 Options   exercise price      Options   exercise price
                                                          

Class B
Non-Voting
share options                                             
related to
AGF Trust

  Balance,
beginning of     456,750 $          17.93      507,300 $          16.28
the year

  Options         31,505            15.87       48,400            19.03
granted

  Options       (90,000)            19.13            -                -
expired

  Options        (4,750)             8.24     (98,950)            10.03
exercised

  Balance,
end of the       393,505 $          17.61      456,750 $          17.93
year



The following summarizes information about stock options outstanding as at 
November 30, 2012:
                                                                                  
                             Weighted     Weighted                       Weighted 
              Number of       average      average       Number of        average 
                options     remaining     exercise         options       exercise 

Range of
exercise    outstanding          life        price     exercisable          price 
prices
                                                                                  

 $8.01                     3.0 years
to                93,600               $       8.24          93,600  $        8.24
$15.00 

 $15.01                    4.1
to               209,905                      17.64         209,905          17.64
$25.00 

 $25.01                    1.7
to                90,000                      27.27          90,000          27.27
$35.00 
                 393,505   3.3         $      17.61         393,505  $       17.61
                                                                         

During the year ended November 30, 2012, 31,505 stock options were granted to 
AGF Trust employees (2011 - 48,400) and compensation expense and contributed 
surplus of $0.3 million (2011 - $0.2 million) were recorded. The fair value of 
options granted during the year ended November 30, 2012, has been estimated at 
$3.10 per share (2011 - $4.43 per share) using the Black-Scholes 
option-pricing model. The following assumptions were used to determine the 
fair value of the options granted during the year ended November 30, 2012:

Risk-free interest rate                                      1.3%

Expected dividend yield                                      6.8%

Five-year historical-based expected share price volatility   41.8%

Option term                                                  5.0 years

(ii) Restricted Share Unit (RSU) Plans

The change in share units related to AGF Trust during the years ended November 
30, 2012 and 2011 is as follows:
                                                           

(number of share units)                                       

Years ended November 30                      2012             2011
                                                           

Outstanding, beginning of the year                                

  Non-vested                               18,369           51,378

Issued                                                            

  Initial grant                            17,458           10,824

  In lieu of dividends                      1,730            3,603

Vested                                                     

Settled in cash                          (20,805)         (42,876)

Forfeited and cancelled                  (16,752)          (4,560)

Outstanding, end of the year                    -           18,369
                                                         

Compensation expense for the year ended November 30, 2012, related to these 
units was $0.4 million (2011 - $0.2 million).

Note 6: Investment in Associated Company

The Company holds a 31.1% investment in S&WHL accounted for using the equity 
method. At November 30, 2012, the carrying value was $74.4 million (2011 - 
$76.6 million). During the year ended November 30, 2012, the Company 
recognized earnings of $3.5 million (2011 - $4.9 million) and received $5.4 
million in dividends (2011 - $5.5 million) from S&WHL. During the year ended 
November 30, 2012, the Company recognized a one-time charge of $2.1 million 
related to a goodwill impairment recorded by S&WHL. During the year ended 
November 30, 2011, the Company recognized a one-time charge of $1.0 million 
related to its share of a regulatory levy recorded by S&WHL.

The continuity for the investment in S&WHL for the years ended November 30, 
2012 and 2011, is as follows:
                                                                       

(in thousands of Canadian dollars)                                     

Years ended November 30                              2012          2011
                                                                       

Balance, beginning of year                      $  76,616     $  77,049

  Share of profit                                   3,477         4,874

  Exchange differences                              (723)            50

  Dividends received                              (5,418)       (5,493)

  Share of available for sale reserve                 410           136

Balance, end of year                            $  74,362     $  76,616
                                                               

Note 7: Acquisitions

(a) Acquisition of Acuity Funds Ltd. and Acuity Investment Management Inc.

On February 1, 2011, the Company completed its acquisition of 100% of the 
shares of Acuity Funds Ltd. and Acuity Investment Management Inc. (Acuity) for 
a purchase price of $335.5 million. Acuity manages retail and institutional 
assets. Goodwill of $118.3 million was recognized as the fair value of 
consideration paid in excess of the fair value of separately recognized 
tangible and intangible assets acquired, net of liabilities assumed.

The fair values of net assets acquired and consideration paid are summarized 
in the table below:
                                                                       

(in thousands of Canadian dollars)                                     
                                                                

Net assets acquired                                             

  Cash                                                       $    4,842

  Other assets                                                   10,646

  Management contracts                                          211,500

  Customer contracts                                             39,278

  Non-competition agreement                                      21,900

  Finite-life management contracts                                5,500

  Trademark                                                       1,600

  Goodwill                                                      118,325

  Liabilities                                                  (14,028)

  Future income taxes                                          (64,014)
                                                             $  335,549
                                                                

Consideration paid                                              

  Cash                                                       $  178,257

  Cash payments due February 1, 2012                             18,391

  Cash payments due February 1, 2013                              3,644

  Cash payments due February 1, 2014                              3,579

  Issuance of Class B Non-Voting shares                          55,683

  Issuance of Class B Non-Voting shares held                     58,996
  in escrow

  Issuance of Class B exchangeable preferred                      9,756
  shares, redeemable February 1, 2012

  Issuance of Class C exchangeable preferred                      2,517
  shares, redeemable February 1, 2012

  Issuance of Class D exchangeable preferred                      2,400
  shares, redeemable February 1, 2013

  Issuance of Class E exchangeable preferred                      2,326
  shares, redeemable February 1, 2014
                                                             $  335,549
                                                                

The non-competition agreement, finite-life management contracts, and 
trademarks are stated at cost (being the fair value at the date of 
acquisition), net of accumulated amortization, derecognition and impairment, 
if any, on the consolidated statement of financial position under other 
intangibles. Amortization is computed on a straight-line basis over three to 
10 years based on the estimated useful lives of these assets.

The deferred cash payments and Class B, C, D and E exchangeable preferred 
shares are subject to an adjustment based on Acuity's net sales of 
institutional AUM between the date of acquisition and the payment or 
redemption date of these preferred shares. During the year ended November 30, 
2012, the Company and the Acuity vendors signed a collar agreement to 
establish a fixed range for the net sales of institutional AUM used in the 
calculation of the adjustment. As at November 30, 2012, the maximum adjustment 
to the acquisition consideration payable related to Acuity's net sales of 
institutional AUM is an increase of $6.7 million and a decrease of nil. The 
Class B, C, D and E exchangeable preferred shares are to be settled by the 
issuance of a variable number of AGF Class B Non-Voting shares, the number of 
which is determined by reference to a fixed exchange ratio. The outstanding 
deferred cash payments and Class B, C, D and E exchangeable preferred shares 
are accounted for as contingently returnable consideration carried at fair 
value and have been classified on the consolidated statement of financial 
position as acquisition consideration payable.

The Class B Non-Voting shares held in escrow, as part of the consideration 
paid outlined in the above table, are released to the Acuity vendors between 
August 1, 2011, and February 1, 2014. Dividends declared on the Class B 
Non-Voting shares are paid to the vendors during the escrow period. During the 
year ended November 30, 2012, 3,105,516 Class B Non-Voting shares were 
released from escrow. As at November 30, 2012, 370,236 Class B Non-Voting 
shares continue to be held in escrow. Prior to the acquisition, the Company 
also advanced $14.0 million to Acuity, which was converted into common shares 
of Acuity upon closing and has been reflected above as cash consideration paid.

On February 1, 2012, $34.3 million was paid to the Acuity vendors, consisting 
of $21.0 million in cash and a settlement of the Class B and C exchangeable 
preferred shares through the issuance of 828,452 Class B Non-Voting shares 
valued at $13.3 million.

The following is a summary of the fair values of contingently returnable 
consideration as at November 30, 2012, November 30, 2011 and December 1, 2010:
                                                          
                               November     November     December 1,
                                    30,          30,

(in
thousands                          2012         2011            2010
of Canadian
dollars)
                                                          

Cash
payments
due                          $        -   $   19,693   $           -
February 1,
2012

Cash
payments
due                               2,718        3,563               -
February 1,
2013

Cash
payments
due                               3,908        3,306               -
February 1,
2014

Issuance of Class B
exchangeable preferred                -        9,515               -
shares, redeemable
February 1, 2012

Issuance of Class C
exchangeable preferred                -        2,455               -
shares, redeemable
February 1, 2012

Issuance of Class D
exchangeable preferred              934        1,984               -
shares, redeemable
February 1, 2013

Issuance of Class E
exchangeable preferred            1,242        1,864               -
shares, redeemable
February 1, 2014
                             $    8,802   $   42,380   $           -

Less:
current                           3,652       31,663               -
portion
                             $    5,150   $   10,717   $           -

The following is a summary of post-acquisition amounts included in the 
Company's consolidated statement of income for the year ended November 30, 
2011:
                                                      

(in thousands of Canadian dollars)                    

Year ended November 30                                 2011
                                                      

Revenue                                            $ 66,817

Net income(1)                                        19,107

(1) Excluding integration costs and fair value adjustments related to the 
acquisition consideration payable.

During the year ended November 30, 2012, the Company recognized nil (2011 - 
$10.2 million) in expenses related to the acquisition and integration of 
Acuity and $0.7 million in charges (2011 - $0.2 million recovery) related to 
the fair value adjustment on the acquisition consideration payable.

(b) Acquisition of Highstreet Partners Ltd.

During the year ended November 30, 2012, the Company increased its ownership 
interest in Highstreet Partners Ltd. from 84.0% to 89.4% for cash 
consideration of $4.0 million. The payments were recorded as an adjustment to 
a related put agreement liability and retained earnings. Refer to Note 18 for 
further details regarding the put agreement.

Note 8: Intangible Assets
                                                                                                         
                                                                                Deferred     


                                                                             selling                 
(in thousands of    Management                                      Other      ommissions      
Canadian dollars)    contracts                                 ntangibles                         Total 
                                                                                                      
At December 1,                                                                                           
2010 
Cost, net of
  derecognition   $    504,269   $    52,129   $  149,689   $           -   $     411,855   $ 1,117,942  
  and
  impairment 
Accumulated                -      (41,803)            -               -       (220,889)     (262,692)  
  amortization  
Net book amount   $    504,269   $    10,326   $  149,689   $           -   $     190,966   $   855,250   
                                                                                                      
Year ended November                                                                                      
30, 2011 
Opening net     $    504,269   $    10,326   $  149,689   $           -   $     190,966   $   855,250  
  book amount 
Additions                  -             -            -               -          49,013        49,013   
Acquisition
  of                   211,500        39,279      118,325          29,000           1,609       399,713  
  subsidiaries 
Derecognition              -       (1,432)            -            (55)        (17,967)      (19,454)   
Amortization               -      (12,202)            -         (6,986)        (55,671)      (74,859)   
Impairment                 -             -     (13,426)               -               -      (13,426)   
Closing net       $    715,769   $    35,971   $  254,588   $      21,959   $     167,950   $ 1,196,237   
book amount 


                                                                                                         

At November 30,                                                                                          
2011

  Cost, net of
  derecognition   $    715,769   $    89,976   $  254,588   $      28,945   $     444,510   $ 1,533,788  
  and
  impairment

  Less: fully
  amortized                  -             -            -               -        (42,979)      (42,979)  
  assets
                       715,769        89,976      254,588          28,945         401,531     1,490,809  
                                                                                                         

  Accumulated                -      (54,005)            -         (6,986)       (276,560)     (337,551)  
  amortization

  Less: fully
  amortized                  -             -            -               -          42,979        42,979  
  assets
                             -      (54,005)            -         (6,986)       (233,581)     (294,572)  
                                                                                                         

Net book amount   $    715,769   $    35,971   $  254,588   $      21,959   $     167,950   $ 1,196,237  
                                                                                                         

Year ended November                                                                                       
30, 2012

  Opening net     $    715,769   $    35,971   $  254,588   $      21,959   $     167,950   $ 1,196,237  
  book amount

  Additions                  -             -            -           3,520          36,175        39,695  

  Acquisition
  of                         -             -            -           1,298               -         1,298  
  subsidiaries

  Derecognition              -       (6,401)            -           (786)        (15,180)      (22,367)  

  Amortization               -      (10,878)            -         (8,706)        (52,158)      (71,742)  

  Impairment          (10,927)             -      (9,086)               -               -      (20,013)  

  Disposal                   -             -        (953)               -               -         (953)  

Closing net       $    704,842   $    18,692   $  244,549   $      17,285   $     136,787   $ 1,122,155   
book amount
                                                                                                         

At November 30,                                                                                          
2012

  Cost, net of
  derecognition   $    704,842   $    83,575   $  244,549   $      32,977   $     422,526   $ 1,488,469  
  and
  impairment

  Less: fully
  amortized                  -      (11,877)            -            (90)        (44,154)      (56,121)   
  assets
                       704,842        71,698      244,549          32,887         378,372     1,432,348  
                                                                                                         

  Accumulated                -      (64,883)            -        (15,692)       (285,739)     (366,314)  
  amortization

  Less: fully
  amortized                  -        11,877            -              90          44,154        56,121  
  assets
                             -      (53,006)            -        (15,602)       (241,585)     (310,193)  
                                                                                                         

Net book amount   $    704,842   $    18,692   $  244,549   $      17,285   $     136,787   $ 1,122,155  



During the year ended November 30, 2012, in accordance with its accounting 
policies, the Company completed its annual impairment test on its indefinite 
life intangibles. For the purposes of assessing impairment, assets are grouped 
at the lowest levels for which there are separately identifiable cash flows 
(CGUs). Substantially all of the management contracts are in retail and 
institutional CGUs. The following is a summary of the goodwill allocation by 
CGU:
                                                                                                           
                                                                                                


                                                          Cypress
(in                              Investment                   Capital                                      
thousands of     Investment      Management    ighstreet    anagement    Doherty &              
Canadian         Management               -     Partners         Ltd.    ssociates
dollars)           - Retail   Institutional      Limited                      Ltd.     Trust        Total 
                                                                                                        
Year ended                                                                                                 
November 30, 2011 
Opening
  net book       $  109,955   $           -   $   22,512   $   12,548   $    3,721   $   953   $  149,689  
  amount 
Additions          41,669          76,656            -            -            -         -      118,325   
Impairment              -               -     (13,426)            -            -         -     (13,426)   
Closing net      $  151,624   $      76,656   $    9,086   $   12,548   $    3,721   $   953   $  254,588  
book amount 
                                                                                                        
Year ended                                                                                                 
November 30, 2012 
Opening
  net book       $  151,624   $      76,656   $    9,086   $   12,548   $    3,721   $   953   $  254,588  
  amount 
Impairment              -               -      (9,086)            -            -         -      (9,086)   
Disposal                -               -            -            -            -     (953)        (953)   
Closing net      $  151,624   $      76,656   $        -   $   12,548   $    3,721   $     -   $  244,549  
book amount 


                                                                                                

To determine whether an impairment loss should be recognized, the carrying 
value of the assets and liabilities of the cash-generating unit is compared to 
their recoverable amount. The recoverable amount of a CGU is the higher of its 
fair value less costs to sell (FVLCTS) and its value in use. FVLCTS is the 
best estimate obtainable from the sale of a CGU in an arm's length transaction 
between knowledgeable, willing parties, less the costs of disposal. The 
Company determines the recoverability of each of its CGUs based on an analysis 
of the underlying AUM associated with the CGU and available AUM multiples from 
recent transactions for similar assets within the same industry. With the 
exception of the Highstreet CGU, each of the Company's CGUs were determined to 
be recoverable based on their FVLCTS and therefore no further testing was 
required. In respect of the Highstreet CGU, the Company concluded that 
goodwill and management contracts related to Highstreet Partners Limited were 
not fully recoverable due to the loss of significant institutional clients in 
the third quarter and therefore recorded a total impairment charge of $20.0 
million, of which $9.1 million was attributed to goodwill and $10.9 million 
was attributed to management contracts, for the year ended November 30, 2012 
(2011 - $13.4 million), which represented the excess of the CGU's carrying 
amount over its recoverable amount. No other impairments were identified. 
Management continues to regularly monitor its intangibles for triggers of 
impairment.

Note 9: Property, Equipment and Computer Software
                                                                                        
                                                                             

(in thousands        Furniture                                                          
of Canadian                                         Computer                 
dollars)                                                                         Total
                                                                                        

At December 1,                                                                          
2010                                           

  Cost             $     9,147   $       19,412   $   10,536   $   20,795   $   59,890  

  Accumulated          (6,564)         (16,007)      (7,546)     (18,543)     (48,660)  
  depreciation                    

Net book           $             $                $    2,990   $    2,252   $   11,230  
amount                   2,583            3,405
                                                                                        

Year ended
November 30,                                                                            
2011                                           

  Opening net            2,583            3,405   $    2,990   $    2,252   $   11,230  
  book amount      $             $

  Additions                227              590        1,711        1,122        3,650  

  Additions
  related to
  discontinued               1                -           58          253          312  



  operations                       
Depreciation           (481)            (627)        (892)        (910)      (2,910)   
Depreciation
  related to
  discontinued            (55)            (255)        (212)        (733)      (1,255)   

  operations                       
Closing net        $     2,275   $        3,113   $    3,655   $    1,984   $   11,027  
book amount                                       


                                                                                        

At November                                                                             
30, 2011                                       

  Cost             $     9,375   $       20,002   $   12,305   $   22,170   $   63,852  

  Less: fully
  depreciated            (962)                -      (1,852)            -      (2,814)  
  assets                          
                         8,413           20,002       10,453       22,170       61,038  
                                                                                        

  Accumulated          (7,100)         (16,889)      (8,650)     (20,186)     (52,825)  
  depreciation                    

  Less: fully
  depreciated              962                -        1,852            -        2,814  
  assets                          
                       (6,138)         (16,889)      (6,798)     (20,186)     (50,011)  
                                                                                        

Net book           $             $                $    3,655   $    1,984   $   11,027  
amount                   2,275            3,113
                                                                                        

Year ended
November 30,                                                                            
2012                                           

  Opening net            2,275            3,113   $    3,655   $    1,984   $   11,027  
  book amount      $             $

  Additions                958            2,420        4,904        1,222        9,504  

  Additions
  related to
  discontinued              35                -           23          108          166  



  operations                       
Acquisition
  of                        22                -            -            -           22  
  subsidiaries                     
Disposals
  related to
  discontinued           (225)          (1,543)        (437)        (461)      (2,666)   

  operations                       
Depreciation           (484)            (782)      (1,544)      (1,124)      (3,934)   
Depreciation
  related to
  discontinued            (34)            (171)        (109)        (249)        (563)   

  operations                       
Closing net        $     2,547   $        3,037   $    6,492   $    1,480   $   13,556  
book amount                                       


                                                                                        

At November                                                                             
30, 2012                                       

  Cost             $    10,165   $       20,879   $   16,795   $   23,039   $   70,878  

  Less: fully
depreciated                                             (18)     (10,742)     (27,095)  
assets                 (2,502)         (13,833)
                         7,663            7,046       16,777       12,297       43,783  
                                                                                        

  Accumulated                                       (10,303)     (21,559)     (57,322)  
depreciation           (7,618)         (17,842)

  Less: fully
depreciation                                              18       10,742       27,095  
assets                   2,502           13,833
                       (5,116)          (4,009)     (10,285)     (10,817)     (30,227)  
                                                                                        

Net book           $             $                $    6,492   $    1,480   $   13,556  
amount                   2,547            3,037
                                                                               

Note 10: Long-term Debt
                                                                     
                          November        November      December 1,  
                               30,             30,

(in thousands
of Canadian                   2012            2011             2010  
dollars)
                                                                     

Revolving                                                            
term loans(1)

  Facility 1            $        -      $        -    $     143,678  

  Facility 2               124,300         124,269                -  

Acquisition                184,101         184,000                -  
facility(1)
                        $  308,401      $  308,269    $     143,678  

(1) Net of transaction costs.

(a) Revolving Term Loans

As part of the sale of AGF Trust, on August 1, 2012, the Company reduced the 
maximum aggregate principal of its revolving committed term loan (Facility 1). 
Facility 1 is a syndicated revolving term loan with two Canadian chartered 
banks and with a reduced maximum aggregate principal of $200.0 million (2011 - 
$300.0 million). Advances under Facility 1 are made available by prime-rate 
loans in U.S. or Canadian dollars, under BAs or by issuance of letters of 
credit. Facility 1, if not renewed, is due in full on January 28, 2015. As at 
November 30, 2012 and 2011, AGF had not drawn against Facility 1.

On August 31, 2011, the Company arranged an additional syndicated revolving 
committed term loan with two major Canadian chartered banks (Facility 2). 
Facility 2 is a five-year revolving term loan with a maximum aggregate 
principal of $125.0 million. Advances under Facility 2 are made available by 
prime-rate loans in U.S. or Canadian dollars, under BAs or by issuance of 
letters of credit. Facility 2, if not renewed, is due in full on November 30, 
2016. As at November 30, 2012, AGF had drawn down $125.0 million (2011 - 
$125.0 million) against Facility 2 in the form of a one-month BA at an 
effective average interest rate of 3.2% per annum, which includes a stamping 
fee (2011 - 2.7%).

To hedge the Company's exposure to fluctuating interest rates on its long-term 
debt, AGF has entered into an interest rate swap transaction with a Canadian 
chartered bank. The swap transaction expires in July 2016 and involves the 
exchange of the one-month BA rate, plus 150 basis points, to receive a fixed 
interest rate of 3.8%. The swap contract is designated as a cash flow hedging 
instrument and is used to mitigate interest expense volatility on Facility 2. 
As at November 30, 2012, the notional amount of the swap was $125.0 million 
(2011 - $125.0 million).

(b) Acquisition Facility

On August 31, 2011, the Company amended its syndicated four-year 
non-amortizing term loan credit facility with two Canadian chartered banks 
(acquisition facility). The acquisition facility was originally arranged on 
January 28, 2011, to partially fund the acquisition of Acuity, and consists of 
a one-time drawdown of $185.0 million. The facility must be fully repaid by 
January 28, 2015, and is not renewable. Advances under the facility are made 
available by way of Canadian-dollar prime-rate loans or Canadian-dollar BAs. 
As at November 30, 2012, AGF had drawn $185.0 million (2011 - $185.0 million) 
against the facility in the form of a one-month BA at an effective average 
interest rate of 3.2% per annum, which includes a stamping fee (2011 - 2.7%).

Note 11: Deferred Income Tax Liabilities (Assets)

The analysis of deferred income tax assets and deferred income tax liabilities 
is as follows:
                                                           
                        November       November 30,       December 1,
                             30,

(in
thousands                   2012               2011              2010
of Canadian
dollars)
                                                                     

Deferred
income tax                                                           
assets

Deferred
income tax
asset to be
recovered             $    2,972     $        6,892     $       6,797
after more
than 12
months

Deferred
income tax
asset to be                1,652              1,698             2,561
recovered
within 12
months
                           4,624              8,590             9,358
                                                                     

Deferred
income tax                                                           
liabilities

Deferred
income tax
liability
to be                    174,656            185,670           130,166
recovered
after more
than 12
months

Deferred
income tax
liability
to be                     13,500             13,442            17,561
recovered
within 12
months
                         188,156            199,112           147,727

Net
deferred              $  183,532     $      190,522     $     138,369
income tax
liability



The movement in deferred income tax assets and liabilities during the years 
ended November 30, 2012 and 2011, without taking into consideration the 
offsetting of balances within the same tax jurisdiction, is as follows:
                                                                         

(in thousands of
Canadian                                                
dollars)                                                   Recognized
                                                                   in
                                                            income on  
                                                          acquisition


                                                               of
Year ended          B     e,                             subsidiaries   Balance,
November 30,       beginning   Recognized   Recognized                    end of
2012                 of year    in income       in OCI                      year 


                                                                         

Deferred income                                                          
tax assets

  Expenses
  deductible in  $     6,774 $      1,068 $          - $            - $    7,582
  future periods

  Provision for        5,635            -            -              -          -
  loan losses

  Property and         4,111        (833)            -              -      3,461
  equipment

  Loss                 1,184        (745)            -              -        439
  carryforwards

  Investments            427         (81)         (59)              -        970

  Other credits
  and                     92         (23)            -              -         69
  carryforwards
                 $    18,223 $      (614) $       (59) $            - $   12,521
                                                                         

Deferred income                                                          
tax liabilities

  Management
  contracts and  $   159,460 $      1,423 $          - $            - $  160,892
  other
  intangibles

  Deferred sales      41,647      (8,186)            -              -     33,461
  commissions

  Securitization       4,323            -            -              -          -
  of RSP loans

  Deferred             3,350            -            -              -          -
  charges

  Other                 (35)         (43)            -              -      1,700
                 $   208,745 $    (6,806) $          - $            - $  196,053
                                                                         

Net deferred
income tax                                                            $  183,532
liability


                                                                         

(in thousands of
Canadian                                                
dollars)                                                   Recognized
                                                                   in
                                                            income on  
                                                          acquisition


                                                               of
Year ended                                               subsidiaries   Balance,
November 30,       beginning   Recognized   Recognized                    end of
2011                 of year    in income       in OCI                      year 


                                                                         

Deferred income                                                          
tax assets

  Expenses
  deductible in  $     6,549 $       (42) $          - $          281 $    6,774
  future periods

  Provision for        8,040            -            -              -      5,635
  loan losses

  Property and         5,513      (1,469)            -           (98)      4,111
  equipment

  Loss                 1,223         (39)            -              -      1,184
  carryforwards

  Investments          (220)        (208)        1,179              -        427

  Other credits
  and                      -           92            -              -         92
  carryforwards
                 $    21,105 $    (1,666) $      1,179 $          183 $   18,223
                                                                         

Deferred income                                                          
tax liabilities

  Management
  contracts and  $    99,040 $    (3,408) $          - $       63,837 $  159,460
  other
  intangibles

  Deferred sales      50,587      (9,378)            -            438     41,647
  commissions

  Securitization       4,615         (31)           31              -      4,323
  of RSP loans

  Deferred             4,617          (1)            -              -      3,350
  charges

  Other                  615        (255)            -              -       (35)
                 $   159,474 $   (13,073) $         31 $       64,275 $  208,745
                                                                         

Net deferred
income tax                                                            $  190,522
liability
                                                                       

(a) Deferred income tax assets are recognized for tax loss carryforwards to 
the extent that the realization of the related tax benefit through future 
taxable profits is probable. The ability to realize the tax benefits of these 
losses is dependent upon a number of factors, including the future 
profitability of operations in the jurisdictions in which the tax losses 
arose. As at November 30, 2012, the Company recognized deferred income tax 
assets of $0.4 million related to $1.3 million of non-capital losses and $0.9 
million of capital losses. Deferred income tax assets have not been recognized 
for $0.2 million of non-capital losses carryforward and $15.3 million of 
capital losses carried forward that have no expiry date.

Non-capital loss carryforwards by year of expiry are summarized below:
                                        

(in thousands of Canadian dollars)      
                                        

2027                               $ 517

2029                                 390

2030                                  77

2031                                   8

2032                                 438

No expiry                             41
                                      

(b) The aggregate amount of temporary differences associated with investments 
in subsidiaries for which deferred income tax liabilities have not been 
recognized is $17.9 million.

Note 12: Provision for Elements Advantage

Effective June 22, 2009, AGF capped the AGF Elements Advantage Program (the 
Program). Any eligible units purchased prior to June 22, 2009, remain eligible 
for the Program. Any units purchased on or after June 22, 2009, are not 
entitled to participate in the Program. Elements Advantage distributions 
that are reinvested continue to be eligible to participate in the Program.

The continuity schedule for the Elements Advantage provision is as follows:
                                                                       

(in thousands of Canadian dollars)                                     

Years ended November 30                            2012          2011  
                                                                       

Beginning of the year                         $   6,643     $   6,967  

Additional provision charged to the               2,063         2,506  
income statement

Used during the year                            (4,369)       (2,830)  
                                                  4,337         6,643  

Less: non-current portion                         1,780         2,506  
                                              $   2,557     $   4,137  
                                                                       

Note 13: Capital Stock

(a) Authorized Capital

The authorized capital of AGF consists of an unlimited number of AGF Class B 
Non-Voting shares and an unlimited number of AGF Class A Voting common shares. 
The Class B Non-Voting shares are listed for trading on the Toronto Stock 
Exchange (TSX).

(b) Changes During the Year

The change in capital stock is summarized as follows:
                                                          

Years ended                          2012                        2011
November 30

(in thousands
of Canadian                      Stated
dollars,              Shares      value         Shares   Stated value
except share
amounts)
                                                          

Class A Voting        57,600 $        -         57,600 $            -
common shares
                                                          

Class B
Non-Voting                                                
shares


Balance,
beginning of      95,406,796 $  560,838     88,606,196 $      439,216
the year 
Issued
through
dividend             210,102      2,751        118,847          2,115
reinvestment
plan 
Stock
options              309,950      2,734        698,050          7,782
exercised  
Issued on
acquisition of       828,452     13,321      6,487,203        114,679
Acuity 
Repurchased
for              (7,697,609)   (45,960)      (503,500)        (2,954)
cancellation 
Balance,
end of the        89,057,691 $  533,684     95,406,796 $      560,838
year 


                                                          

(c) Class B Non-Voting Shares Purchased for Cancellation

AGF has obtained applicable regulatory approval to purchase for cancellation, 
from time to time, certain of its Class B Non-Voting shares through the 
facilities of the TSX (or as otherwise permitted by the TSX). AGF relies on an 
automatic purchase plan during the normal course issuer bid. The automatic 
purchase plan allows for purchases by AGF of its Class B Non-Voting shares 
during certain pre-determined black-out periods, subject to certain 
parameters. Outside of these pre-determined black-out periods, shares will be 
purchased in accordance with management's discretion. Under its normal course 
issuer bid, AGF may purchase up to 10% of the public float outstanding on the 
date of the receipt of regulatory approval or up to 7,435,369 shares through 
to January 26, 2013. Subject to regulatory approval, the Company will apply 
for renewal of its normal course issuer bid. Under its prior normal course 
issuer bid, AGF could purchase up to 10% of the public float outstanding on 
the date of the receipt of regulatory approval or up to 7,430,257 shares 
through to March 6, 2012. During the year ended November 30, 2012, 7,697,609 
Class B Non-Voting shares were repurchased under the current and prior normal 
course issuer bids at a cost of $88.7 million and the excess paid of $42.8 
million over the recorded capital stock value of the shares repurchased for 
cancellation was charged to retained earnings. During the year ended November 
30, 2011, 503,500 Class B Non-Voting shares were repurchased at a cost of $8.1 
million and the excess paid of $5.1 million over the recorded capital stock 
value of the shares repurchased for cancellation was charged to retained 
earnings.

Note 14: Accumulated Other Comprehensive Income (Loss)
                                                                                          
                      Foreign       Available                                             
                     currency        for sale         Cash     Discontinued               
                                                      flow

(in thousands
of Canadian       translation      securities        hedge       operations       Total   
dollars)
                                                                                          

Opening Balance                                                                           

  Other
  comprehensive $            -   $       3,309   $       -   $       19,098   $   22,407  
  income

  Income tax                 -           (477)           -          (5,920)      (6,397)  
  expense

Balance,
December 1,                  -           2,832           -           13,178       16,010  
2010
                                                                                          

Transactions
during the year
ended                                                                                     
November 30,
2011

  Other
  comprehensive             50             (3)     (4,772)          (5,463)     (10,188)  
  income (loss)

  Income tax
  recovery                 (6)             (8)       1,193            1,859        3,038  
  (expense)

Balance,
November 30,                44           2,821     (3,579)            9,574        8,860  
2011
                                                                                          

Transactions
during the year
ended                                                                                     
November 30,
2012

  Other
  comprehensive          (723)            (41)         674         (13,635)     (13,725)  
  income (loss)

  Income tax
  recovery                   6              53       (107)            4,061        4,013  
  (expense)

Balance,
November 30,    $        (673)   $       2,833   $ (3,012)   $            -   $    (852)  
2012



Note 15: Fair Value Adjustments and Other Income (Loss)
                                                                      

(in thousands of Canadian dollars)                                

Years ended November 30                                2012       2011
                                                                      

Fair value adjustment related to investment in    $     433    $ (592)
AGF mutual funds (Note 4)

Fair value adjustment related to acquisition            332      2,535
consideration payable (Note 7)

Fair value adjustment related to put agreement      (4,107)      2,814
with non-controlling shareholders (Note 18(c))

Interest income and other                             2,937         46
                                                  $   (405)    $ 4,803



Note 16: Expenses by Nature
                                                                 

(in thousands of Canadian dollars)                                     

Years ended November 30                             2012          2011 
                                                                       

Selling, general and administrative                                    

  Employee benefit expense                     $ 101,201      $ 106,536

  Sales and marketing                             12,322         13,554

  Information technology and                      25,484         21,270
  facilities

  Professional fees                               20,997         18,090

  Fund absorption and other fund                  16,275         13,034
  costs

  Other                                            4,947          1,345
                                               $ 181,226      $ 173,829
                                                                       

Business acquisition and                                               
integration

  Employee benefit expense                     $       -      $   1,718

  Professional fees                                    -          8,071

  Other                                                -            364
                                               $       -      $  10,153



Note 17: Employee Benefit Expense
                                                                      

(in thousands of                                                      
Canadian dollars)

Years ended November                              2012          2011  
30
                                                                      

Salaries and benefits, including             $  98,775     $  97,599  
restructuring and termination

Stock option plans                               1,327         2,184  

Share purchase plan                                476           512  

RSU and PSU plans                                (664)         4,964  

DSU plan                                          (66)            97  

Partners incentive                               1,353         1,180  
plan
                                             $ 101,201     $ 106,536  



Note 18: Stock-based Compensation and Other Stock-based Payments

(a) Stock Option Plans

AGF has established stock option plans for senior employees. Under the plan, 
an additional maximum of 3,954,006 Class B Non-Voting shares could have been 
granted as at November 30, 2012 (2011 - 4,191,371). The stock options are 
issued at a price not less than the market price of the Class B Non-Voting 
shares immediately prior to the grant date. Stock options are vested to the 
extent of 25% to 33% of the individual's entitlement per annum, or in some 
instances, vest at the end of the term of the option.

The change in stock options, excluding those related to AGF Trust, during the 
years ended November 30, 2012 and 2011 is summarized as follows:
                                                       

Years ended                      2012                        2011
November 30
                                                             
                             Weighted                      Weighted 
                              average                        average
                   Options   exercise       Options   exercise price
                                price
                                                       

Class B
Non-Voting                                             
share options

  Balance,
  beginning of   4,942,679 $    17.47     5,033,099 $          16.35
  the year

  Options        1,737,170      10.81       630,380            19.03
  granted

  Options        (532,910)      19.79      (46,650)             8.93
  forfeited

  Options        (908,400)      18.10      (75,050)            21.11
  expired

  Options        (305,200)       8.24     (599,100)             9.96
  exercised

  Balance, end   4,933,339 $    15.33     4,942,679 $          17.47
  of the year



The outstanding stock options as at November 30, 2012, have expiry dates 
ranging from 2013 to 2019. The following table summarizes additional 
information about stock options outstanding:
                                                                         
                             Weighted     Weighted                       Weighted 
              Number of       average      average       Number of        average 
                options     remaining     exercise         options       exercise 

Range of
exercise    outstanding          life        price     exercisable          price 
prices
                                                                                  

 $8.01
to             2,290,920   5.2 years   $       8.62       1,023,500  $        8.24
$15.00 

 $15.01
to             1,834,687   4.9                17.47         746,853          17.75
$25.00 

 $25.01
to               795,000   1.6                29.21         795,000          29.38
$35.00 

 $35.01
to                12,732   1.3                35.70          12,732          35.70
$45.00 
               4,933,339   4.5         $      15.33       2,578,085  $       17.65



During the year ended November 30, 2012, 1,737,170 stock options were granted 
(2011 - 630,380). Refer to Note 17 for expenses related to stock option plans. 
The fair value of options granted is estimated using the Black-Scholes 
option-pricing model. During the year ended November 30, 2012, 501,255 stock 
options were granted at fair value of $3.10 per share and 1,235,915 stock 
options were granted at fair value of $0.98 per share (2011 - $4.43 per 
share). The following assumptions were used to determine the fair value of the 
options granted during the year ended November 30, 2012:

Risk-free interest rate                         1.3% 

Expected dividend yield                         6.8% - 12.1% 

Five-year historical-based expected share price 41.8% - 42.0% 
volatility       

Option term                                     5.0 years
                                                 

(b) Other Stock-based Compensation

Other stock-based compensation includes RSU, PSU, DSU, and PIP. Refer to Note 
17 for a breakdown of these expenses. As at November 30, 2012, the Company has 
recorded a $8.0 million (2011 - $13.8 million) liability related to other 
stock-based compensation.

The change in share units of RSU and PSU, excluding those related to AGF 
Trust, during the years ended November 30, 2012 and 2011 is as follows:
                                                                  

Years ended November                  2012                    2011
30
                     Number of share units         Number of share
                                                             units

Outstanding,
beginning of the                                                  
year
    Non-vested                      319,799                 436,383

Issued                                                            
    Initial grant                   866,270                 318,912


In lieu of                       61,745                  40,459
dividends 
Vested                                                             
Settled in cash                  (265,247)               (406,450) 
Forfeited and                    (160,462)                (69,505)
cancelled 
Outstanding, end of                822,105                 319,799
the year 
(c) Put Agreement with Non-controlling Shareholders 
As at November 30, 2012, the Company has recorded a $6.7 million (2011 - $5.7 
million) liability related to the put agreement with non-controlling 
shareholders of one of its subsidiaries. In the year ended November 30, 2012, 
the Company recorded a loss of $4.1 million (2011 - gain of $2.8 million) 
related to the change in the fair value of the put agreement. 
Note 19: Interest Expense 
                                                                   
(in thousands of Canadian dollars)                                     
Years ended November 30                           2012          2011   
                                                                   
Interest on long-term debt and                $ 10,055      $  9,296  
standby fees 
Interest on cash flow hedge                      1,385           354   
Unwinding of discount on notes
portion of acquisition                           1,052         2,301  
consideration payable 
Other                                             (80)         (201)   
                                          $ 12,412      $ 11,750   
Note 20: Income Tax Expense 
The following are major components of income tax expense from continuing 
operations: 
                                                                    
(in thousands of Canadian                                              
dollars) 
Years ended November 30                           2012           2011   
                                                                    
Current income tax                                                      
Current income tax on profits             $   34,299     $   42,239  
  for the year 
Adjustments in respect of prior                  692          1,212  
  years 
Other                                          2,074          6,022   
Total current income tax expense            $   37,065     $   49,473   
                                                                    
Deferred income tax                                                     
Origination and reversal of               $ (16,419)     $ (10,609)  
  temporary differences 
Impact of change in Canadian                  10,646              -  
  tax rate 
Adjustments in respect of prior                (440)          (794)  
  years 
Other                                             21            (4)   
Total deferred income tax benefit              (6,192)       (11,407)   
Income tax expense                          $   30,873     $   38,066   
(a) The Company's effective income tax rate for continuing operations is 
comprised as follows: 
                                                                 
(in thousands of Canadian dollars)                                   
Years ended November 30                          2012         2011   
                                                                 
Canadian corporate tax rate                     26.7%        28.4%   
Rate differential on earnings of               (1.7)        (4.3)   
subsidiaries 
Tax exempt investment income                   (1.3)        (1.1)    
Remeasurement of deferred tax -                  18.2            -  
change in Canadian tax rate 
Non-deductible expenses                           1.5          1.8   
Impairment and other                              9.3          8.4   
Effective income tax rate                       52.7%        33.2%   
                                                                 
The income tax expense related to income from discontinued operations for the 
year ended November 30, 2012, was $8.5 million (2011 - $11.9 million). 
(b) The Company's corporate tax rate was 26.7% (2011 - 28.4%). The change is 
mainly a result of new legislation that became substantively enacted during 
the year. The Ontario general corporate tax rate was scheduled to be reduced 
to 10% by July 1, 2013, but the Ontario Ministry of Finance proposed a general 
corporate tax rate freeze at 11.5% in its 2012 budget. This legislation became 
substantively enacted on June 20, 2012 and resulted in approximately $10.6 
million deferred income tax expense for the Company during the year. 
(c) The tax charged (credited) relating to components of other comprehensive 
income, excluding discontinued operations, is as follows: 
                                                                    
Years ended                   2012                         2011        
November 30 
             Current       Deferred        Current       Deferred   
(in
thousands     income tax     income tax     income tax     income tax  
of Canadian
dollars) 


                                                                       

Fair value
gains on
available   $       (11)   $       (41)   $          -   $          8  
for sale
investments

Impact of
change in
tax rate on            -          (127)              -              -  
deferred
tax

Foreign
currency               -            (6)              -              6  
translation
differences

Other                  -            233              -        (1,193)  
            $       (11)   $         59   $          -   $    (1,179)  
                                                                       

The tax credited to components of OCI from discontinued operations was $4.1 
million (2011 - $1.9 million).

Note 21: Earnings per Share
                                                              

(in thousands of Canadian dollars,                                     
except per share amounts)

Years ended November 30                           2012            2011 
                                                                       

Numerator                                                     

  Net income for the year from
  continuing operations attributable to   $     27,493     $     75,883
  the equity holders of the Company

  Net income for the year from
  discontinued operations attributable          24,767           27,690
  to the equity holders of the Company

  Net income for the year attributable          52,260          103,573
  to the equity holders of the Company
                                                                       

Denominator                                                            

  Weighted average number of shares -       94,117,889       94,295,903
  basic 

  Dilutive effect of employee stock            814,324          815,415
  options 

  Weighted average number of shares -       94,932,213       95,111,318
  diluted 
                                                              

Basic earnings per share                                      

  Continuing operations                   $       0.29     $       0.80

  Discontinued operations                         0.26             0.29
                                                  0.55             1.09

Diluted earnings per share                                    

  Continuing operations                   $       0.29     $       0.80

  Discontinued operations                         0.26             0.29
                                          $       0.55     $       1.09
                                                            

Note 22: Dividends

The dividends paid, including dividends reinvested, in the year ended November 
30, 2012, were $102.0 million, compared to $99.4 million in 2011. On December 
13, 2012, the Board of Directors of AGF declared a quarterly dividend on both 
the Class A Voting common shares and Class B Non-Voting shares of the Company 
of $0.27 per share in respect of the three months ended November 30, 2012, 
amounting to a total dividend of $24.1 million. These consolidated financial 
statements do not reflect this dividend payable.

Note 23: Related Party Transactions

(a) Agreements with Mutual Funds

The Company acts as manager for the AGF Funds and receives management and 
advisory fees from the AGF Funds in accordance with the respective agreements 
between the Funds and the Company. In return, the Company is responsible for 
management and investment advisory services and all costs connected with the 
distribution of securities of the Funds. Substantially all the management and 
advisory fees the Company earned in the years ended November 30, 2012 and 2011 
were from the AGF Funds. As at November 30, 2012, the Company had $28.3 
million (2011 - $36.1 million) receivable from the AGF Funds. The Company also 
acts as trustee for the AGF Funds that are mutual fund trusts.

The aggregate unitholder services costs absorbed and management and advisory 
fees waived by the Company during the year ended November 30, 2012 on behalf 
of the Funds were approximately $7.8 million (2011 - $4.9 million).

(b) Key Management Compensation

The Company is controlled by Blake C. Goldring, Chairman and Chief Executive 
Officer of AGF, through his indirect ownership of all the voting shares of 
Goldring Capital Corporation, which owns 80% of the Company's Class A Voting 
common shares. The remaining 20% of the Class A Voting common shares are held 
by the Vice-Chairman of AGF, who is also a Director.

The remuneration of Directors and other key management personnel of AGF are as 
follows:
                                                                

(in thousands of Canadian dollars)                                  

Years ended November 30                             2012        2011
                                                                    

Salaries and other short-term employee           $ 3,512     $ 6,278
benefits

Share-based payments                               1,931       2,095
                                                 $ 5,443     $ 8,373



Note 24: Financial Risk Management

(a) Financial Risk Factors

The Company's activities expose it to a variety of financial risks: market 
risk (including currency risk, interest rate risk, and other price risk), 
credit risk and liquidity risk. In the normal course of business, the Company 
manages these risks as they arise as a result of its use of financial 
instruments.

Market Risk

(i) Foreign Exchange Risk

The Company operates internationally and is exposed to foreign exchange risk 
on its integrated foreign subsidiaries. These subsidiaries retain minimal 
monetary exposures to the local currency, as the majority of revenues earned 
are in Canadian dollars and salaries and wages are primarily paid on a monthly 
basis and represent the majority of local currency expenses. As such, these 
foreign subsidiaries have limited use of financial instruments denominated in 
local currencies, thus resulting in minimal foreign exchange risk.

(ii) Interest Risk

The Company's cash flow interest rate risk arises due to its floating-rate 
debt and cash balances. The Company entered into an interest swap to manage 
interest rate exposure on the Facility 2 portion of its long-term debt. As at 
November 30, 2012, if interest rates had been 1% higher/lower with all other 
variables held constant, profit before tax for the year would have been $3.1 
million (2011 - $3.1 million) lower/higher, mainly as a result of higher/lower 
interest expense on floating rate borrowings.

(iii) Price Risk

The Company is not exposed to commodity price risk. The Company is exposed to 
equity securities price risk on certain equity securities held by the Company, 
certain derivative positions and on its consideration payable that is 
associated with future share payments. The Company's investments that have 
fair value risk include mutual funds managed by the Company of $25.3 million 
(2011 - $15.7 million) and equity securities of $4.6 million (2011 - $5.0 
million) as at November 30, 2012. Based on the carrying value of these 
investments at November 30, 2012, the effect of a 10% decline or increase in 
the value of investments would result in a $2.7 million (2011 - $1.7 million) 
pre-tax unrealized gain or loss to pre-tax income and a $0.3 million (2011 - 
$0.3 million) pre-tax unrealized gain or loss to pre-tax other comprehensive 
income.

Credit Risk

Credit risk arises from cash and cash equivalents, investments, accounts 
receivable and other assets. Cash and cash equivalents consist primarily of 
highly liquid temporary deposits with Canadian banks, an Irish government 
guaranteed bank and non-Irish banks in Ireland, as well as bank term deposits. 
The Company's overall credit risk strategy and credit risk policy are 
developed by senior management and further refined at the business unit level, 
through the use of policies, processes and internal controls designed to 
promote business activities, while ensuring these activities are within the 
standards of risk tolerance levels.

Liquidity Risk

The Company manages its liquidity risk through the management of its capital 
structure and financial leverage as outlined in Capital Management (below) and 
Note 10. The Company manages its liquidity by monitoring actual and projected 
cash flows to ensure that it has sufficient liquidity through cash received 
from operations as well as borrowings under its revolving term loans and 
acquisition facility. Cash surpluses are invested in interest-bearing 
short-term deposits and investments with a maturity up to 90 days.

The key liquidity requirements are the funding of commissions paid on mutual 
funds, dividends paid to shareholders and the repayment of its long-term debt. 
The Company is subject to certain financial loan covenants under its revolving 
term loans and acquisition facility and has met all of these conditions.

The table below analyzes the Company's non-derivative financial liabilities 
into relevant maturity groupings based on the remaining period from November 
30, 2012, November 30, 2011 and December 1, 2010 to the contractual maturity 
date.
                                                                       

(in thousands of                                                       
Canadian dollars)

November 30, 2012          Demand     1 year or less     1 to 5 years  
                                                                       

Accounts payable and     $      -   $         85,969   $            -  
accrued liabilities

Income tax liability            -             23,159                -  

Provision for Elements          -              2,557            1,780  
Advantage

Long-term debt                  -                  -          310,000  

Acquisition                     -              2,763            4,391  
consideration payable

Other liabilities               -                  -            6,898  

Total                    $      -   $        114,448   $      323,069  
                                                                       

(in thousands of                                                       
Canadian dollars)

November 30, 2011          Demand     1 year or less     1 to 5 years  
                                                                       

Accounts payable and     $      -   $        101,934   $            -  
accrued liabilities

Income tax liability            -             23,104                -  

Provision for Elements          -              4,137            2,506  
Advantage

Long-term debt                  -                  -          310,000  

Secured financing               -             41,998          196,626  

Deposits(1)                 4,050          1,728,617        1,300,172  

Acquisition                     -             20,050            8,221  
consideration payable

Other liabilities               -                  -           10,924  

Total                    $  4,050   $      1,919,840   $    1,828,449  

 (1) Includes future interest payments and excludes deferred selling
commission.
                                                                       

(in thousands of                                                       
Canadian dollars)

December 1, 2010           Demand     1 year or less     1 to 5 years  
                                                                       

Accounts payable and     $      -   $        103,465   $            -  
accrued liabilities

Income tax liability            -             14,314                -  

Provision for Elements          -              3,084            3,883  
Advantage

Long-term debt                  -                  -          144,000  

Deposits(1)                 3,630          1,839,525        1,850,820  

Other liabilities               -                  -           13,326  

Total                    $  3,630   $      1,960,388   $    2,012,029  

(1) Includes future interest payments and excludes deferred selling 
commission.

(b) Capital Management

The Company's objectives when managing capital are to provide returns for 
shareholders through the payment of dividends, the repurchase of Class B 
Non-Voting shares and the reasonable use of leverage.

The AGF Capital Committee is responsible for the management of capital. The 
AGF Board of Directors is responsible for overseeing the Company's capital 
policy and management. The Company reviews its five-year capital plan 
annually. Consistent with others in the industry, the Company monitors capital 
based on its long-term debt and common shares.

The Company is not subject to significant regulatory capital requirements in 
each of the jurisdictions in which they are registered and operate.

(c) Fair Value Estimation

The carrying value of accounts receivable and other assets, accounts payable 
and accrued liabilities and long-term debt approximate fair value.

The table below analyzes financial instruments carried at fair value, by 
valuation method. The different levels have been defined as follows:

Level 1   Quoted prices (unadjusted) in active markets for identical
          assets and liabilities,

Level 2   Inputs other than quoted prices included within level 1 that
          are observable for the asset or liability, either directly
          (that is, as prices) or indirectly (that is, derived from
          prices), and

Level 3   Inputs for the asset or liability that are not based on
          observable market data (that is, unobservable inputs).

The following table presents the group's assets and liabilities that are 
measured at fair value at November 30, 2012:
                                                                       

(in thousands of                                                       
Canadian dollars)

November 30, 2012            Level 1  Level 2    Level 3        Total  
                                                                       

Assets                                                                 

Financial assets at fair
value through profit or                                                
loss

  Cash and cash          $ 371,299   $     -   $      -   $   371,299  
equivalents

  AGF mutual funds and      25,269         -          -        25,269  
other

  Equity securities          1,612         -          -         1,612  

Available for sale                                                     

  Equity securities          2,995         -          -         2,995  

Loans and receivables                                                  

  Canadian government          301         -          -           301  
debt - Federal

Total financial assets   $ 401,476   $     -   $      - $     401,476  
                                                                       

Liabilities                                                            

Financial liabilities at
fair value through                                                     
profit or loss

  Acquisition            $       -   $     -   $  8,802   $     8,802  
consideration payable

  NCI put liability              -         -      6,665         6,665  

Derivatives used for             -     4,387          -         4,387  
hedging

Total
financial                $       -   $ 4,387   $ 15,467     $  19,854  
liabilities



The following table presents the group's assets and liabilities that were 
measured at fair value at November 30, 2011:
                                                                       

(in thousands of                                                       
Canadian dollars)

November 30, 2011            Level 1  Level 2    Level 3        Total  
                                                                       

Assets                                                                 

Financial assets at fair
value through profit or                                                
loss

  Cash and cash          $ 246,634   $       -   $      -   $ 246,634  
  equivalents

  AGF mutual funds and      15,674           -          -      15,674  
  other

  Equity securities          1,594           -          -       1,594  

Available for sale                                                     

  Equity securities          3,446           -          -       3,446  

Loans and receivables                                                  

  Canadian government          299           -          -         299  
  debt - Federal

Investments related to           -     496,473          -     496,473  
discontinued operations

Derivatives used for             -      24,309          -      24,309  
hedging

Retained interest from           -           -     38,939      38,939  
securitization

Total financial assets   $ 267,647   $ 520,782   $ 38,939   $ 827,368  
                                                                       

Liabilities                                                            

Financial liabilities at
fair value through                                                     
profit or loss

  Acquisition            $       -   $       -   $ 42,380   $  42,380  
  consideration payable

  NCI put liability              -           -      5,724       5,724  

Derivatives used for             -       5,049          -       5,049  
hedging

Total financial          $       -   $   5,049   $ 48,104   $  53,153  
liabilities



The following table presents the group's assets and liabilities that were 
measured at fair value at December 1, 2010:
                                                                       

(in thousands of                                                       
Canadian dollars)

December 1, 2010      Level 1     Level 2      Level 3          Total  
                                                                       

Assets                                                                 

Financial assets at
fair value through                                                     
profit or loss

  Cash and cash     $ 456,921   $        -   $        -   $   456,921  
  equivalents

  AGF mutual funds     19,572            -            -        19,572  
  and other

  Equity securities     1,785            -            -         1,785  

Available for sale                                                     

Loans and                                                              
receivables

  Canadian
  government debt -       297            -            -           297  
  Federal

Investments related
to discontinued             -      477,818            -       477,818  
operations

Derivatives used            -       31,252            -        31,252  
for hedging

Retained interest           -            -       38,699        38,699  
from securitization

Total financial     $ 483,066   $  509,070   $   38,699   $ 1,030,835  
assets 
                                                                       

Liabilities                                                            

Financial
liabilities at fair                                                    
value through
profit or loss

  NCI put liability $       -   $        -   $    8,264   $     8,264  

Derivatives used            -        1,277            -         1,277  
for hedging

Total financial     $       -   $    1,277   $    8,264   $     9,541  
liabilities



The fair value of financial instruments traded in active markets are 
determined using the quoted prices where they represent those at which 
regularly and recently occurring transactions take place.

Level 1 instruments include listed equity securities on major exchanges, 
investments in AGF mutual funds, highly liquid temporary deposits with 
Canadian banks, an Irish government guaranteed bank and non-Irish banks in 
Ireland, as well as bank term deposits.

Level 2 instruments include derivative instruments with major Canadian 
chartered banks. The fair value of derivatives used to manage interest rate 
exposure on deposits and long-term debt is calculated through discounting 
future expected cash flows using the BA-based swap curve. Since the BA-based 
swap curve is an observable input, these financial instruments are considered 
level 2.

Level 3 instruments include the acquisition consideration payable and the NCI 
put liability as noted in Note 18. Instruments classified in this category 
have a parameter input or inputs that are unobservable and that have a more 
than insignificant impact on either the fair value of the instrument or the 
profit or loss of the instrument. The fair value of the NCI put liability is 
determined as the difference between the specified price determined in part by 
reference to earnings and a market multiple based on precedent transactions. 
The acquisition consideration payable is comprised of deferred cash payments 
and Class B, C, D and E exchangeable preferred shares that are subject to an 
adjustment based on Acuity's net sales of institutional AUM between the date 
of acquisition and the payment or redemption date of these preferred shares. 
The Class B, C, D, and E exchangeable preferred shares are to be settled by 
the issuance of a variable number of AGF Class B Non-Voting shares, the number 
of which is determined by reference to a fixed exchange ratio. For the year 
ended November 30, 2011, level 3 instruments also included the retained 
interest from securitization. The fair value of the retained interest from 
securitization was determined using the present value of future expected cash 
flows. The expected cash flow model incorporated expected credit losses, 
prepayment rates, discount rate and excess spread. Expected credit losses and 
prepayment rates were primarily based on historical portfolio performance, 
while discount rate and excess spread were based on portfolio performance 
combined with management's assessment of theimpact of market and economic 
factors on expected cash flows.

The following table presents changes in level 3 instruments for the year ended 
November 30, 2012:
                                                                               

(in thousands             Retained
of Canadian               interest       Acquisition                           
dollars)
                              from     consideration           NCI             
                    securitization           payable           put      Total  
                                                         liability
                                                                               

Balance at
December 1,       $         38,939   $        42,380   $     5,724     87,043  
2011

Accretion                      214                 -             -        214  
income

Cash receipts,
net of                        (94)                 -             -       (94)  
writeoffs

Unrealized
losses
recognized in                (371)                 -             -      (371)  
other
  comprehensive
income

Gains and
losses                           -               719         4,107      4,826  
recognized in
profit or loss

Exercised put                    -                 -       (3,166)    (3,166)  

Consideration             (38,688)          (34,297)             -   (72,985)  
paid 

Balance at
November 30,      $              -   $         8,802   $     6,665     15,467  
2012



The following table presents changes in level 3 instruments for the year ended 
November 30, 2011:
                                                                              

(in thousands             Retained
of Canadian               interest       Acquisition                          
dollars)
                              from     consideration           NCI            
                    securitization           payable           put     Total  
                                                         liability
                                                                              

Balance at
December 1,       $         38,699   $             -   $     8,264    46,963  
2010

Accretion                    2,546                 -             -     2,546  
income

Cash receipts,
net of                     (2,443)                 -             -   (2,443)  
writeoffs

Securitization                  25                 -             -        25  
writedown

Unrealized
gains
recognized in                  112                 -             -       112  
other
  comprehensive
income

Fair value
based on                         -            42,613             -    42,613  
purchase price
allocation

Gains and
losses                           -             (233)       (2,540)   (2,773)  
recognized in
profit or loss

Balance at
November 30,      $         38,939   $        42,380   $     5,724    87,043  
2011



Note 25: Contingencies

(a) The Company believes that it has adequately provided for income taxes 
based on all of the information that is currently available. The calculation 
of income taxes in many cases, however, requires significant judgement in 
interpreting tax rules and regulations. The Company's tax filings are subject 
to audits, which could materially change the amount of the current and future 
income tax assets and liabilities, and could, in certain circumstances, result 
in the assessment of interest and penalties.

(b) There are certain claims and potential claims against the Company. None of 
these claims or potential claims are expected to have a material adverse 
effect on the consolidated financial position of the Company.

Note 26: Commitments and Guarantees

(a) Commitments

The Company is committed under operating leases for office premises and 
equipment. The Company is also committed to reimburse Citigroup Fund Services 
Inc. (Citigroup) and CitiFinancial up to $2.8 million per year should annual 
revenues derived from AGF fund administration services fall below 
predetermined levels. This commitment expires in 2015. For the year ended 
November 30, 2012, AGF met this commitment and no further amounts are payable. 
The approximate minimum annual cash payments related to the above are as 
follows:
                                             

(in thousands of Canadian dollars)           

Years ended November 30                      
                                             

2013                               $ 12,189  

2014                                 10,931  

2015                                  9,578  

2016                                  7,876  

2017                                  6,281  

Thereafter                           20,123  
                                             

(b) Guarantees

The Company, under an indemnification agreement with each of the directors of 
the Company, as well as directors of the mutual fund corporations, has agreed 
to indemnify the directors against any costs in respect of any action or suit 
brought against them in respect of the proper execution of their duties. To 
date, there have been no claims under these indemnities.

Note 27: Transition to IFRS

First-time Application of IFRS

Until December 1, 2011, AGF prepared its consolidated financial statements in 
accordance with Canadian GAAP. The Company followed the provisions of IFRS 1 
in preparing its opening IFRS consolidated statement of financial position as 
of the date of transition, December 1, 2010. Certain of the Company's IFRS 
accounting policies used for this opening consolidated statement of financial 
position differed from its Canadian GAAP policies applied at the same date. 
The resulting adjustments arose from events and transactions before the date 
of transition to IFRS. IFRS 1 generally requires that an entity apply all IFRS 
effective at the end of its first IFRS reporting period retrospectively. 
Therefore, as required by IFRS 1, those adjustments were recognized directly 
through retained earnings (or another category of equity where appropriate) as 
of December 1, 2010. There are some exceptions required and some exemptions 
permitted by IFRS 1. AGF's first-time adoption decisions regarding these 
exemptions are detailed below. Other options available under IFRS 1, which are 
not discussed here, are not material to the Company's consolidated financial 
statements.
    --  Business Combinations
        IFRS 1 provides the option to apply IFRS 3, "Business
        Combinations," prospectively from the transition date. This
        provides relief from full retrospective application that would
        require restatement of all business combinations prior to the
        transition date. The Company elected to apply IFRS 3
        prospectively to business combinations occurring after its
        transition date. Business combinations prior to the transition
        date have not been restated.
    --  Cumulative Translation Differences
        IFRS permits cumulative translation gains and losses to be
        reset to zero at the transition date. This provides relief from
        determining cumulative currency translation differences in
        accordance with IAS 21, "The effects of changes in foreign
        exchange rates," from the date a subsidiary or equity method
        investee was formed or acquired. The Company elected to reset
        to zero all cumulative translation gains and losses at the
        transition date related to investments in foreign operations
        through an adjustment to retained earnings.
    --  Securitization
        In November 2010, the IASB approved amendments to IFRS 1 with
        regard to the derecognition exemption, which provides the
        option to grandfather certain securitization transactions
        occurring prior to an entity's transition date instead of the
        fixed mandatory date of January 1, 2004. The Company elected to
        apply the derecognition requirements in IAS 39 prospectively
        for transactions occurring on or after the transition date.

Effect of the Transition to IFRS

Until December 1, 2011, AGF prepared its consolidated financial statements in 
accordance with Canadian GAAP. The following sets out, by accounting topic, 
the main differences between the Company's Canadian GAAP accounting policies 
applied at that date and the IFRS accounting policies adopted.

(a) Finite-life Intangibles

Under both IFRS and Canadian GAAP, customer contracts are amortized on a 
straight-line basis over the period that the economic benefit is expected to 
arise. Under IFRS, the unamortized customer contracts for which client 
attrition occurs is immediately charged to net income and included in the 
amortization of customer contracts. Under Canadian GAAP, the amortization of 
customer contracts was not adjusted for client attrition.

(b) Deferred Selling Commissions

Under Canadian GAAP, sales commissions paid to brokers on mutual fund 
securities sold on a DSC basis were recorded at cost and amortized on a 
straight-line basis over the applicable DSC schedule (which ranges from three 
to seven years). No adjustment was recognized to the cost on redemption of 
mutual funds and the DSC asset was tested annually for impairment. Under IFRS, 
sales commissions continue to be recorded at cost and amortized similar to 
Canadian GAAP; however, upon redemption, the asset is derecognized and the 
unamortized amount is charged to income through amortization.

(c) Investments in AGF Mutual Funds and Investments Available for Sale

Under Canadian GAAP, investments in AGF mutual funds were designated as 
available for sale (AFS). These assets were initially recorded at fair value 
on the settlement date in the consolidated statement of financial position and 
remeasured at fair value with unrealized gains and losses recognized in OCI 
until the financial asset was disposed of or became impaired. Under IFRS, 
investments in AGF mutual funds are designated as fair value through profit 
and loss.

(d) Goodwill

Under Canadian GAAP, goodwill is tested at the reporting unit level. Under 
IFRS, goodwill must be tested annually at the lowest identifiable 
cash-generating unit (CGU) level at which management monitors internally. 
Management has reviewed its CGUs and has identified its Highstreet business as 
a separate goodwill CGU. As a result, the Company determined that the carrying 
amount of the Highstreet CGU exceeded its recoverable amount, indicating an 
impairment of goodwill at December 1, 2010 and subsequently at November 30, 
2011. Under Canadian GAAP, goodwill associated with Highstreet was tested 
under Investment Management.

(e) Written Put Options on Non-controlling Interests

Under Canadian GAAP, put options written by the Company on non-controlling 
interests were accounted for as cash-settled share-based payments and carried 
at the intrinsic value of the vested options. Under IFRS, to the extent that 
such options are associated with the shareholder's employment, they are 
treated as cash-settled share-based payments and are recorded based on the 
fair value of the vested portion of the options, determined using graded 
vesting.

(f) Termination Fees

Under Canadian GAAP, termination fees associated with contracts with referral 
agents, where the agent continues to have a relationship with the client, are 
recognized as an expense upon termination. Under IFRS, this cost is recognized 
over the service period or the contractual period.

(g) OCI Tax Changes

Under Canadian GAAP, changes in tax rates or laws relating to items previously 
recognized in OCI have been recognized in the consolidated statement of 
income. Under IFRS, the effect of these changes should be recognized in 
income, OCI or equity and charged directly to those items.

(h) Transaction Costs

Under Canadian GAAP, entities could elect an accounting policy to account for 
transaction costs incremental to the acquisition of financial instruments 
either by capitalizing them on the consolidated statement of financial 
position or by recognizing them immediately on the consolidated statement of 
income. Under IFRS, transactions costs must be accounted for as an expense for 
financial instruments at fair value through profit or loss and capitalized to 
the initial carrying amount for all other financial instruments.

(i) Presentation Reclassifications

Certain amounts have been reclassified to conform to IFRS, including deferred 
income tax assets and liabilities and accrued interest. Under IFRS, deferred 
income tax assets and liabilities must be classified as non-current whereas 
under Canadian GAAP, deferred income tax assets and liabilities were 
classified as current or non-current as appropriate. In addition, under IFRS, 
accrued interest is included in the financial statement line related to the 
financial assets and liabilities it is associated with. Previously, accrued 
interest on loans and GICs was recorded in accounts receivable or accounts 
payable as appropriate.

Reconciliations of the Company's consolidated statement of financial position 
prepared under Canadian GAAP and IFRS, including the impacts on shareholders' 
equity, as at December 1, 2010 and November 30, 2011, are as follows:
                                                                                                                        
                                                     

(in thousands of                                                                                                        


                                                 
Canadian dollars) 


                                                                 Deferred                                               
                                                     


                       Canadian      IFRS 1   Finite-life    selling                                            
Termination     OCI         Presentation                  
December 1, 2010              GAAP      election  intangibles commissions  Investments     Goodwill     NCI put         
 fees       tax      reclassification        IFRS     
                                                     (A)         (B)          (C)         (D)          (E)          
  (F)       (G)               (I)                     
                                                                                                                     
                                                  
Assets                                                                                                                   


                                                     

  Current Assets                                                                                                        
                                                     
    Cash and cash      $   456,550     $        -   $       -   $        -   $       -   $        -   $       -   $     
      -   $    -   $              371   $   456,921  
    equivalents
    Investments            503,963              -           -            -           -            -           -         
      -        -                    -       503,963  
    Accounts
    receivable,
    prepaid                 88,809              -           -            -           -            -           -         
      -        -             (23,265)        65,544  
    expenses
       and other
    assets
    Derivative
    financial                6,154              -           -            -           -            -           -         
      -        -                9,760        15,914  
    instruments
    Current
    portion of
    retained                21,334              -           -            -           -            -           -         
      -        -                    -        21,334  
    interest
       from
    securitization
    Real estate
    secured and
    investment
       loans due
    within one
    year                   433,537              -           -            -           -            -           -         
      -        -                4,021       437,558  
                         1,510,347              -           -            -           -            -           -         
      -        -              (9,113)     1,501,234  
                                                                                                                        
                                                     

  Retained
  interest from             17,365              -           -            -           -            -           -         


  -        -                    -        17,365  
  securitization 
Real estate
  secured and            2,688,677              -           -            -           -            -           -          
  -        -                3,521     2,692,198  
  investment loans 
Investment in
  associated                77,049              -           -            -           -            -           -          
  -        -                    -        77,049  
  company 
Management               504,269              -           -            -           -            -           -          
  -        -                    -       504,269  
  contracts 
Customer
  contracts, net
  of accumulated            11,383              -     (1,057)            -           -            -           -          
  -        -                    -        10,326   
amortization
  and
  derecognition 
Goodwill                 173,708              -           -            -           -     (24,019)           -          


      -        -                    -       149,689  

  Deferred selling
  commissions, net
  of                       243,861              -           -     (52,895)           -            -           -         
      -        -                    -       190,966  


accumulated
  amortization and
  derecognition 
Property,
  equipment and
  computer
  software,                 11,230              -           -            -           -            -           -          
  -        -                    -        11,230   
net of
  accumulated
  depreciation 
Deferred income                -              -           -            -           -            -           -          
  -        -                9,358         9,358  
  tax assets 
Derivative
  financial                  9,746              -           -            -           -            -           -          
  -        -                5,592        15,338  
  instruments 
Other assets               6,226              -           -            -           -            -           -          


      -        -                    -         6,226  

Total assets           $ 5,253,861     $        -   $ (1,057)   $ (52,895)   $       -   $ (24,019)   $       -   $     
      -   $    -   $            9,358   $ 5,185,248  
                                                                                                                        
                                                     

Liabilities                                                                                                             
                                                     

  Current                                                                                                               


                                                 
  Liabilities 


    Accounts
    payable and        $   240,053     $        -   $       -   $        -   $       -   $        -   $   8,264   $     
    746   $    -   $        (145,598)   $   103,465  
    accrued
    liabilities 
    Income tax              14,314              -           -            -           -            -           -         
      -        -                    -        14,314  
    liability
    Provision for
    Elements                 3,084              -           -            -           -            -           -         
      -        -                    -         3,084  
    Advantage
    Deferred
    income tax              18,024              -           -            -           -            -           -         
      -        -             (18,024)             -  
    liabilities
    Derivative
    financial                1,277              -           -            -           -            -           -         
      -        -                    -         1,277  
    instrument
    Deposits due
    within one           1,814,701              -           -            -           -            -           -         
      -        -               68,810     1,883,511  
    year
                         2,091,453              -           -            -           -            -       8,264         
    746        -             (94,812)     2,005,651  
                                                                                                                        
                                                     

  Deposits               1,721,264              -           -            -           -            -           -         
      -        -               76,788     1,798,052  

  Long-term debt           143,678              -           -            -           -            -           -         
      -        -                    -       143,678  

  Deferred income
  tax liabilities          134,613              -       (236)     (13,687)           -            -           -         
  (345)        -               27,382       147,727  
  (1)

  Provision for
  Elements                   3,883              -           -            -           -            -           -         


  -        -                    -         3,883  
  Advantage 
Other long-term           12,818              -           -            -           -            -           -          
508        -                    -        13,326  
  liabilities 
Total liabilities        4,107,709              -       (236)     (13,687)           -            -       8,264          


    909        -                9,358     4,112,317  
                                                                                                                        
                                                     

Equity                                                                                                                  
                                                     

  Equity
  attributable to                                                                                                       


                                                 
  owners of the
  Company 


    Capital stock          439,216              -           -            -           -            -           -         
      -        -                    -       439,216  
    Contributed             22,580              -           -            -           -            -           -         
      -        -                    -        22,580  
    surplus


Retained               702,017       (34,975)       (821)     (39,208)         879     (24,019)     (8,264)         
  (909)     (72)                    -       594,628   


    earnings
    Accumulated
    other                 (18,158)         34,975           -            -       (879)            -           -         
      -       72                    -        16,010  
    comprehensive
    income(1)


                     1,145,655              -       (821)     (39,208)           -     (24,019)     (8,264)         
  (909)        -                    -     1,072,434   
                                                                                                                     
                                                  
Non-controlling              497              -           -            -           -            -           -          
  -        -                    -           497  
  interest 
                                                                                                                     
                                                  
Total equity             1,146,152              -       (821)     (39,208)           -     (24,019)     (8,264)         
  (909)        -                    -     1,072,931   
Total liabilities      $ 5,253,861     $        -   $ (1,057)   $ (52,895)   $       -   $ (24,019)   $       -   $      
  -   $    -   $            9,358   $ 5,185,248  
and equity 
(1) Canadian GAAP accumulated other comprehensive income and deferred income 
tax liabilities as at December 1, 2010, have been restated to reflect the 
correction of an immaterial error that resulted in an understatement of 
deferred income tax liabilities of $5.0 million and in a corresponding 
overstatement of accumulated other comprehensive income. 
                                                                                                                     
                                                                      
(in thousands of                                                                                                         
                                                                     
Canadian dollars) 


                                                                     Deferred                                           
                                                                         


                       Canadian       IFRS 1      Finite-life    selling                                            
Termination     OCI      Transaction        Presentation                  
November 30, 2011             GAAP       election     intangibles commissions  Investments    Goodwill      NCI put      


     fees       tax          costs       reclassification        IFRS    
                                                            (A)          (B)          (C)         (D)          (E)      
      (F)       (G)            (H)                (I)                    
                                                                                                                        
                                                                         

Assets                                                                                                                  
                                                                         

  Current Assets                                                                                                        
                                                                         
    Cash and cash      $   246,631     $        -   $           -   $        -   $       -   $        -   $       -   $ 
          -   $    -   $           -   $                3   $   246,634  
    equivalents
    Investments            517,486              -               -            -           -            -           -     
          -        -               -                    -       517,486  
    Accounts
    receivable and
    prepaid                 88,251              -               -            -           -            -           -     
          -        -               -             (16,446)        71,805  
    expenses
      and other
    assets
    Derivative
    financial                3,737              -               -            -           -            -           -     
          -        -               -                6,301        10,038  
    instruments
    Current
    portion of
    retained                38,939              -               -            -           -            -           -     
          -        -               -                    -        38,939  
    interest
       from
    securitization
    Real estate
    secured and
    investment
       loans due
    within one
    year                   462,181              -               -            -           -            -           -     
          -        -               -                3,308       465,489  
                         1,357,225              -               -            -           -            -           -     
          -        -               -              (6,834)     1,350,391  
                                                                                                                        
                                                                         

  Real estate
  secured and            2,483,157              -               -            -           -            -           -     


      -        -               -                2,971     2,486,128  
  investment loans 
Investment in
  associated                76,616              -               -            -           -            -           -      
      -        -               -                    -        76,616  
  company 
Management               715,769              -               -            -           -            -           -      
      -        -               -                    -       715,769  
  contracts 
Customer
  contracts, net
  of accumulated            37,951              -         (1,980)            -           -            -           -      
      -        -               -                    -        35,971   
amortization
  and
  derecognition 
Goodwill                 292,033              -               -            -           -     (37,445)           -      


          -        -               -                    -       254,588  

  Other
  intangibles,
     net of                 22,014              -            (55)            -           -            -           -     


      -        -               -                    -        21,959  
  accumulated
  amortization 
Deferred selling
  commissions, net
  of                       217,649              -               -     (49,699)           -            -           -      
      -        -               -                    -       167,950   
 accumulated
  amortization and
  derecognition 
Property,
  equipment and
  computer
  software,                 11,027              -               -            -           -            -           -      
      -        -               -                    -        11,027   
 net of
  accumulated
  depreciation 
Deferred income                -              -               -            -           -            -           -      
      -        -               -                8,590         8,590  
  tax assets 
Derivative
  financial                 10,408              -               -            -           -            -           -      
      -        -               -                3,863        14,271  
  instruments 
Other assets               7,310              -               -            -           -            -           -      


          -        -               -                    -         7,310  

Total assets           $ 5,231,159     $        -   $     (2,035)   $ (49,699)   $       -   $ (37,445)   $       -   $ 
          -   $    -   $           -   $            8,590   $ 5,150,570  
                                                                                                                        
                                                                         

Liabilities                                                                                                             
                                                                         

  Current                                                                                                               


                                                                     
  Liabilities 


    Accounts
    payable and        $   198,824     $        -   $           -   $        -   $       -   $        -   $   5,451   $ 
        716   $    -   $           -   $        (103,057)   $   101,934  
    accrued
    liabilities 
    Income tax              23,104              -               -            -           -            -           -     
          -        -               -                    -        23,104  
    liability
    Provision for
    Elements                 4,137              -               -            -           -            -           -     
          -        -               -                    -         4,137  
    Advantage
    Secured                 41,998              -               -            -           -            -           -     
          -        -               -                    -        41,998  
    financing
    Acquisition
    consideration           31,663              -               -            -           -            -           -     
          -        -               -                    -        31,663  
    payable
    Deferred
    income tax              16,690              -               -            -           -            -           -     
          -        -               -             (16,690)             -  
    liabilities
    Derivative
    financial                1,747              -               -            -           -            -           -     
          -        -               -                    -         1,747  
    instrument
    Deposits due
    within one           1,706,434              -               -            -           -            -           -     
          -        -               -               63,275     1,769,709  
    year
                         2,024,597              -               -            -           -            -       5,451     
        716        -               -             (56,472)     1,974,292  
                                                                                                                        
                                                                         

  Deposits               1,220,308              -               -            -           -            -           -     
          -        -               -               39,782     1,260,090  

  Long-term debt           309,341              -               -            -           -            -           -     
          -        -         (1,072)                    -       308,269  

  Secured                  196,626              -               -            -           -            -           -     


      -        -               -                    -       196,626  
  financing 
Acquisition
  consideration             10,717              -               -            -           -            -           -      
      -        -               -                    -        10,717  
  payable 
Deferred income
  tax liabilities          187,226              -           (508)     (12,572)           -            -           -      
  (314)        -               -               25,280       199,112  
  (1) 
Derivative
  financial                  3,302              -               -            -           -            -           -      
      -        -               -                    -         3,302  
  instrument 
Provision for
  Elements                   2,506              -               -            -           -            -           -      
      -        -               -                    -         2,506  
  Advantage 
Other long-term           10,436              -               -            -           -            -           -      
    488        -               -                    -        10,924  
  liabilities 
Total liabilities        3,965,059              -           (508)     (12,572)           -            -       5,451      


        890        -         (1,072)                8,590     3,965,838  
                                                                                                                        
                                                                         

Equity                                                                                                                  
                                                                         

  Equity
  attributable to                                                                                                       


                                                                     
  owners of the
  Company 


    Capital stock          560,838              -               -            -           -            -           -     
          -        -               -                    -       560,838  
    Contributed             24,797              -               -            -           -            -           -     
          -        -               -                    -        24,797  
    surplus
    Retained               705,823       (34,975)         (1,527)     (37,127)         357     (37,445)     (5,451)     
      (890)     (72)           1,072                    -       589,765  
    earnings
    Accumulated
    other                 (25,830)         34,975               -            -       (357)            -           -     
          -       72               -                    -         8,860  
    comprehensive
    income(1)
                         1,265,628              -         (1,527)     (37,127)           -     (37,445)     (5,451)     
      (890)        -           1,072                    -     1,184,260  
                                                                                                                        
                                                                         

  Non-controlling              472              -               -            -           -            -           -     


      -        -               -                    -           472  
  interest 
                                                                                                                     
                                                                      
Total equity             1,266,100              -         (1,527)     (37,127)           -     (37,445)     (5,451)      
  (890)        -           1,072                    -     1,184,732   
Total liabilities      $ 5,231,159     $        -   $     (2,035)   $ (49,699)   $       -   $ (37,445)   $       -   $  
      -   $    -   $           -   $            8,590   $ 5,150,570  
and equity 
(1) Canadian GAAP accumulated other comprehensive income and deferred 
income tax liabilities as at December 1, 2010, have been restated to reflect 
the correction of an immaterial error that resulted in an understatement of 
deferred income tax liabilities of $5.0 million and in a corresponding 
overstatement of accumulated other comprehensive income. 
Reconciliation of the Company's consolidated statement of income for the year 
ended November 30, 2011, prepared in accordance with Canadian GAAP and IFRS, 
is as follows: 
                                                                                                                     
                                                                 
(in thousands of                                                                                                         
                                                                
Canadian dollars) 


                                        Finite-        Deferred                                                         
                                                                    
                      Canadian            life          selling                                             Termination 
    Transaction        Presentation      Discontinued               

Year ended               GAAP        intangibles     commissions     Investments     Goodwill      NCI           fees   


    costs       reclassification      operations         IFRS   
November 30, 2011                                                                                  put 


                                           (A)             (B)             (C)          (D)        (E)            (F)   
          (H)                (I)             Note 5                 
                                                                                                                        
                                                                    

Revenue                                                                                                                 
                                                                    

  Management and    $  552,836     $           -   $           -   $           -   $        -   $     -   $           - 
  $           -   $                -   $            -   $  552,836  
  advisory fees 

  Deferred sales        23,159                 -               -               -            -         -               - 


          -                    -                -       23,159  
  charges  
RSP loan
  securitization
  income (loss),         2,602                 -               -               -            -         -               -  
          -                    -          (2,602)            -   
 net of
  impairment 
Share of profit
  of associated          4,874                 -               -               -            -         -               -  
          -                    -                -        4,874  
  company 
Fair value
  adjustments and       14,402                 -               -           (591)            -     2,814               -  
          -                    -         (11,822)        4,803  
  other income 
AGF Trust net         77,438                 -               -               -            -         -               -  
          -                (636)         (76,802)            -  
  interest income 
Total revenue          675,311                 -               -           (591)            -     2,814               -  


              -                (636)         (91,226)      585,672  
                                                                                                                        
                                                                    

Expenses                                                                                                                
                                                                    

  Selling,
  general and          212,793                 -               -               -            -         -               - 


      (289)                    -         (38,675)      173,829  
  administrative  
Business
  acquisition and       10,936                 -               -               -            -         -               -  
      (783)                    -                -       10,153  
  integration 
Trailing             154,466                 -               -               -            -         -            (49)  
          -                    -                -      154,417  
  commissions  
Investment             9,286                 -               -               -            -         -               -  
          -                    -                -        9,286  
  advisory fees  
Amortization
  and
  derecognition
  of                    76,832                 -         (3,194)               -            -         -               -  
          -                    -                -       73,638   
deferred
  selling
  commissions 
Amortization
  and
  derecognition         12,710               924               -               -            -         -               -  
          -                    -                -       13,634  
  of 
 customer
  contracts 
Amortization
  and
  derecognition          6,986                55               -               -            -         -               -  
          -                    -                -        7,041  
  of 
 other
  intangibles 
Depreciation of
  property,
  equipment              4,165                 -               -               -            -         -               -  
          -                    -          (1,255)        2,910   
and computer
  software 
Provision for
  Trust Company         12,302                 -               -               -            -         -               -  
          -                (636)         (11,666)            -  
  loan losses 
Interest              11,750                 -               -               -            -         -               -  
          -                    -                -       11,750  
  expense 
Impairment of            907                 -               -               -            -         -               -  
          -                    -                -          907  
  investment 
Impairment of              -                 -               -               -       13,426         -               -  
          -                    -                -       13,426  
  goodwill 


                       513,133               979         (3,194)               -       13,426         -            (49) 
        (1,072)                (636)         (51,596)      470,991  
                                                                                                                        
                                                                    

Income before          162,178             (979)           3,194           (591)     (13,426)     2,814              49 


      1,072                    -         (39,630)      114,681  
income taxes 
                                                                                                                     
                                                                 
Income tax                                                                                                               
                                                                
expense (benefit) 
Current               60,797                 -               -               -            -         -               -  


              -                    -         (11,324)       49,473  

  Deferred            (11,593)             (272)           1,112            (69)            -         -              31 
              -                    -            (616)     (11,407)  
                        49,204             (272)           1,112            (69)            -         -              31 
              -                    -         (11,940)       38,066  
                                                                                                                        
                                                                    

Net income from
continuing             112,974             (707)           2,082           (522)     (13,426)     2,814              18 


      1,072                    -         (27,690)       76,615  
operations 
                                                                                                                     
                                                                 
Net income from
discontinued                 -                 -               -               -            -         -               -  
          -                    -           27,690       27,690  
operations, net
of taxes 
                                                                                                                     


                                                                    

Net income for      $  112,974     $       (707)   $       2,082   $       (522)   $ (13,426)   $ 2,814   $          18 
  $       1,072   $                -   $            -   $  104,305  
the year
                                                                                                                        
                                                                    

Net income                                                                                                              


                                                                
attributable to: 
Equity owners     $  112,242     $       (707)   $       2,082   $       (522)   $ (13,426)   $ 2,814   $          18 
  $       1,072   $                -   $            -   $  103,573  
  of the Company 
Non-controlling          732                 -               -               -            -         -               -  
          -                    -                -          732  
  interest 
                $  112,974     $       (707)   $       2,082   $       (522)   $ (13,426)   $ 2,814   $          18 
  $       1,072   $                -   $            -   $  104,305   
Reconciliation of the Company's consolidated statement of comprehensive income 
for the year ended November 30, 2011, prepared in accordance with Canadian 
GAAP and IFRS, is as follows: 
                                                                                                                     
                                              
(in thousands of                                                                                                         
                                             
Canadian dollars) 


                                           Finite-        Deferred                                                      
                                                 


                     Canadian            life          selling                                             
Termination     Transaction     Discontinued               
Year ended November         GAAP        intangibles     commissions     Investments     Goodwill      NCI           
fees           costs        operations        IFRS   
30, 2011                                                                                              put 
                                          (A)             (B)             (C)          (D)        (E)            
(F)             (H)           Note 5                 
                                                                                                                     


                                                 

Net income for the     $  112,974     $       (707)   $       2,082   $       (522)   $ (13,426)   $ 2,814   $          
18   $       1,072   $            -   $ 104,305  
year
                                                                                                                        
                                                 

Other comprehensive
income (losses), net                                                                                                    


                                             
of tax 
                                                                                                                     
                                              
Cumulative
  translation                                                                                                            
                                             
  adjustment 


    Foreign currency
    translation 
      adjustments
    related to net
      investments in
    foreign


operations                 44                 -               -               -            -         -              
 -               -                -          44   
                           44                 -               -               -            -         -              
 -               -                -          44   
                                                                                                                     


                                                 

  Net unrealized
  gains (losses)  
     on available                                                                                                       


                                             
  for sale
  securities 
Unrealized gains      (4,854)                 -               -             844            -         -              
 -               -            3,205       (805)   


    (losses)
    Reclassification
    of realized loss
    or 
       impairment to


earnings                  717                 -               -           (322)            -         -              
 -               -              399         794   
                      (4,137)                 -               -             522            -         -              
 -               -            3,604        (11)   
                                                                                                                     
                                              
Net unrealized
  gains (losses) on                                                                                                      
                                             
  cash flow hedge 
Unrealized loss       (3,845)                 -               -               -            -         -              
 -               -                -     (3,845)   


    Reclassification
    of realized loss
    on
      cash flow


hedge                     266                 -               -               -            -         -              
 -               -                -         266   
                      (3,579)                 -               -               -            -         -              
 -               -                -     (3,579)   
                                                                                                                     
                                              
Total other
  comprehensive
  income (loss)           (7,672)                 -               -             522            -         -              
 -               -            3,604     (3,546)   
from continuing
  operations, net of
  tax 
                                                                                                                     
                                              
Total other
  comprehensive
  income (loss) 
from
  discontinued
  operations, net of 
tax                         -                 -               -               -            -         -              
 -               -          (3,604)     (3,604)   
                                                                                                                     


                                                 

Comprehensive income   $  105,302     $       (707)   $       2,082   $           -   $ (13,426)   $ 2,814   $          
18   $       1,072   $            -   $  97,155  
                                                                                                                        
                                                 

Comprehensive income                                                                                                    


                                             
attributable to: 
Equity owners of     $  104,570     $       (707)   $       2,082   $           -   $ (13,426)   $ 2,814   $          
18   $       1,072   $            -   $  96,423  
  the Company 
Non-controlling             732                 -               -               -            -         -              
 -               -                -         732  
  interest 
                   $  105,302     $       (707)   $       2,082   $           -   $ (13,426)   $ 2,814   $          
18   $       1,072   $            -   $  97,155   
Reconciliation of the Company's consolidated statement of cash flows for the 
year ended November 30, 2011, prepared in accordance with Canadian GAAP and 
IFRS, is as follows: 
                                                                                                                     
                             
(in thousands of                                           AGF                                                           
                            
Canadian dollars)                                                                               
                    Canadian            IFRS          Trust         DSC       Investments     Interest        Tax    
Discontinued                 
Year ended                GAAP         adjustments      reclass      reclass         reclass      reclass      reclass   
 operations         IFRS    
November 30, 2011                                                                               


                                       (A) to (I)                                                                       
        Note 5                  
                                                                                                                        
                                

Operating                                                                                                               


                            
Activities                                                                                      
Net income for     $               $     (8,669)   $             $        -   $               $        -   $        - 
  $            -   $   104,305  
  the year               112,974                               -                            - 
Adjustments for                                                                                                        


                                
    Net income
    from                       -                                            -               -            -            - 
        (27,690)      (27,690)  
    discontinued
    operations                                   -             -                 
    Amortization,
    derecognition        100,693                                            -               -            -            - 
         (1,255)        97,223  
    and
    depreciation                           (2,215)             -                 
    Impairment of              -                                            -               -            -            - 
               -        13,426  
    goodwill                                13,426             -                 
    Interest                   -                                            -               -       11,750            - 
               -        11,750  
    expense                                      -             -                 
    AGF Trust
    interest                   -                                            -               -            -            - 
          31,055             -  
    expense, net
    of payments                                  -      (31,055)                 
    Income tax            38,741                                            -               -            -       10,464 
        (11,941)        38,066  
    expense                                    802             -                 
    Income taxes        (50,334)                                            -               -            -            - 
          18,861      (31,473)  
    paid                                         -             -                 
    RSP loan
    securitization       (2,602)                                            -               -            -            - 
           2,602             -  
    income, net of
    impairment                                   -             -                 
    Provision for
    AGF Trust loan        12,302                                            -               -            -            - 
        (11,666)             -  
    losses                                   (636)             -                 
    Stock-based            8,805                                            -               -            -            - 
           (380)         8,425  
    compensation                                 -             -                 
    Share of
    profit (loss)        (4,874)                                            -               -            -            - 
               -       (4,874)  
    of associated
    company                                      -             -                 
    Dividends from
    associated             5,493                                            -               -            -            - 
               -         5,493  
    company                                      -             -                 
    Deferred
    selling                    -                                     (49,013)               -            -            - 
               -      (49,013)  
    commissions
    paid                                         -             -                 
    Purchase of
    AGF Trust                  -                                            -       (152,003)            -            - 
         152,003             -  
    investments                                  -             -                 
    Proceeds from
    sale of AGF                -                                            -         135,029            -            - 
       (135,029)             -  
    Trust
    investments                                  -             -                 
    Other                  1,600                 -             -            -               -            -            - 
         (1,529)            71  
                         222,798             2,708      (31,055)     (49,013)        (16,974)       11,750       10,464 
          15,031       165,709  

  Net change in
  non-cash working
   capital                                                                                                              


                            
  balances related
  to operations                                                                               


    Accounts              11,840                                            -               -            -            - 
         (4,378)       (5,659)  
    receivable                             (3,361)       (9,760)                 
    Other assets         (8,955)             1,378             -            -               -            -            - 
           8,541           964  
    Accounts
    payable and         (55,005)                                            -               -      (2,445)     (10,464) 
        (27,946)      (15,347)  
    accrued
    liabilities                             39,698        40,815                 
    Other                  2,720                                            -               -      (1,409)            - 
          40,176       (1,074)  
    liabilities                           (42,561)             -                 
    Net change in
    balances
    related to                 -                                            -               -            -            - 
         442,451             -  
      AGF Trust
    deposits and
    loans                                    2,842     (445,293)                 
                        (49,400)           (2,004)     (414,238)            -               -      (3,854)     (10,464) 
         458,844      (21,116)  
                                                                                                                        
                                

  Net cash
  provided by
  (used in)                                    704                   (49,013)                        7,896            - 


     473,875       144,593  
  continuing
  operating
  activities             173,398                       (445,293)                     (16,974) 
Net cash
  provided by
  (used in)                                      -                          -                            -            -  
   (473,875)     (473,875)  
  discontinued
  operating
  activities                   -                               -                            - 
Net cash
  provided by
  (used in)                                    704                   (49,013)                        7,896            -  
           -     (329,282)  
  operating
  activities             173,398                       (445,293)                     (16,974) 
                                                                                                                     
                             
Financing                                                                                                                
                            
Activities                                                                                      
Repurchase of
  Class B
  Non-Voting                                     -                          -                            -            -  
           -       (8,082)  
  Shares for
  cancellation           (8,082)                               -                            - 
Issue of Class B
  Non-Voting                                     -                          -                            -            -  
           -         6,960  
  shares                   6,960                               -                            - 
Dividends paid        (97,325)                 -             -            -               -            -            -  
           -      (97,325)   
Increase in
  secured                                        -                          -                            -            -  
   (238,624)             -  
  financing              238,624                               -                            - 
Increase in
  long-term debt                                 -                          -                        (322)            -  
           -     (144,000)  
  related to
  Facility 1           (143,678)                               -                            - 
Increase in
  long-term debt
  related to                               (1,072)                          -                        1,731            -  
           -       310,000  
  Facility 2 
and Acquisition
  facility               309,341                               -                            - 
Investment
  Management                                     -                          -                      (9,305)            -  
           -       (9,305)  
  interest paid                -                               -                            - 
Net decrease in
  AGF Trust                                      -                          -                            -            -  
           -             -  
  deposits             (610,537)                         610,537                            - 
Net cash
  provided by
  (used in)                                (1,072)                          -                      (7,896)            -  
   (238,624)        58,248  
  continuing
  financing
  activities           (304,697)                         610,537                            - 
Net cash
  provided by
  (used in)                                      -                          -                            -            -  
     238,624       238,624  
  discontinued
  financing
  activities                   -                               -                            - 
Net cash
  provided by
  (used in)                                (1,072)                          -                      (7,896)            -  
           -       296,872  
  financing
  activities           (304,697)                         610,537                            - 
                                                                                                                     
                             
Investing                                                                                                                
                            
Activities                                                                                      
Deferred selling                               -                     49,013                            -            -  
           -             -  
  commissions paid      (49,013)                               -                            - 
Acquisition of
  Highstreet                                     -                          -                            -            -  
           -       (3,868)  
  Partners Limited       (3,868)                               -                            - 
Acquisition of
  Acuity Funds
  Ltd. and Acuity
  Investment                                     -                          -                            -            -  
           -     (173,415)   
Management,
  net of cash
  acquired             (173,415)                               -                            - 
Purchase of
  property,
  equipment and                                  -                          -                            -            -  
         312       (3,650)   
computer
  software               (3,962)                               -                            - 
Purchase of
  Investment
  Management                                     -                          -                            -            -  
           -       (8,553)   
investments
  available for
  sale                         -                               -                      (8,553) 
Proceeds from
  sale of
  Investment
  Management                                     -                          -                            -            -  
           -        11,921   
investments
  available for
  sale                         -                               -                       11,921 
Net proceeds
  from sale
  (purchase) of                                  -                          -                            -            -  
           -             -  
  investments 
available for
  sale                  (13,606)                               -                       13,606 
Net decrease in
  AGF Trust real
  estate secured                                 -                          -                            -            -  
           -             -  
  and 
investment
  loans                  165,244                       (165,244)                            - 
Net cash
  provided by
  (used in)                                      -                     49,013                            -            -  
         312     (177,565)  
  continuing
  investing
  activities            (78,620)                       (165,244)                       16,974 
Net cash
  provided by
  (used in)                                      -                          -                            -            -  
       (312)         (312)  
  discontinued
  investing
  activities                   -                               -                            - 
Net cash
  provided by
  (used in)                                      -                     49,013                            -            -  
           -     (177,877)  
  investing
  activities            (78,620)                       (165,244)                       16,974 
                                                                                                                     
                             
Decrease in cash
and cash               (209,919)             (368)             -            -               -            -            -  
           -     (210,287)  
equivalents,
during the year                                                                                 
                                                                                                                     
                             
Balance of cash
and cash                 456,550               371             -            -               -            -            -  
           -       456,921  
equivalents,
beginning of year                                                                               
                                                                                                                     
                             
Balance of cash
and cash             $   246,631     $           3             -            -   $           -   $        -   $        - 
  $            -   $   246,634  
equivalents, end
of year                                              $             $                            
Consolidated 10-Year Review 
                                                              
(in thousands of
Canadian
dollars,              IFRS       IFRS       GAAP       GAAP       GAAP 
except per share
amounts) 
Years ended           2012       2011       2010       2009       2008 
November 30 
                                                                    
Operations                                                              
Total revenue
  (continuing     $ 510,216  $ 585,672  $ 512,967  $ 476,022  $ 609,104
  operations) 
Net income
  attributable
  to equity          52,260    103,573    116,775     97,694    128,592
  owners of the
  Company 
Dividends         101,973     99,440     91,792     88,821     84,860 


                                                                       

Per share                                                              

  Net income -    $    0.55  $    1.09  $    1.31  $    1.10  $    1.44
  basic

  Dividends            1.08       1.07       1.04       1.00       0.95
                                                                 
                                                                 

(in thousands of
Canadian
dollars,              GAAP       GAAP       GAAP       GAAP       GAAP 
except per share
amounts)

Years ended           2007       2006       2005       2004       2003 
November 30
                                                                       

Operations                                                             

  Total revenue
  (continuing     $ 678,531  $ 540,056  $ 510,968  $ 522,560  $ 494,370
  operations)

  Net income
  attributable
  to equity         178,687    112,657     91,872     77,287     44,016
  owners of the
  Company

  Dividends          70,151     61,521     50,522     37,474     27,150
                                                                       

Per share                                                              

  Net income -    $    1.99  $    1.26  $    1.02  $    0.85  $    0.48
  basic

  Dividends            0.78       0.69       0.56       0.41       0.30

This report contains forward-looking statements with respect to AGF, including 
its business operations, strategy, financial performance and condition. 
Although management believes that the expectations reflected in such 
forward-looking statements are reasonable, such statements involve risks and 
uncertainties. Actual results may differ materially from those expressed or 
implied by such forward-looking statements. Factors that could cause results 
to differ materially include, among other things, general economic and market 
factors including interest rates, business competition, changes in government 
regulations or in tax laws, and other factors discussed in materials filed 
with applicable securities regulatory authorities from time to time.

Conference Call

AGF will host a conference call to review its earnings results today at 11 
a.m. ET. The live audio webcast with supporting materials will be available in 
the Investor Relations section of AGF's website at www.agf.com or at 
http://www.media-server.com/m/p/9qzs6wqe. Alternatively, the call can be 
accessed toll-free in North America by dialing 1-800-510-0219 (Passcode #: 
13186391). A complete archive of this discussion along with supporting 
materials will be available at the same webcast address within 24 hours of the 
end of the conference call.

ABOUT AGF MANAGEMENT LIMITED

AGF Management Limited is one of Canada's premier independent investment 
management firms with offices across Canada and subsidiaries around the world. 
AGF's products include a diversified family of award-winning mutual funds, 
mutual fund wrap programs and pooled funds. AGF also manages assets on behalf 
of institutional investors including pension plans, foundations and endowments 
as well as for private clients. With over $39 billion in total assets under 
management, AGF serves more than one million investors. AGF trades on the 
Toronto Stock Exchange under the symbol AGF.B.





AGF Management Limited shareholders and analysts, please contact:

Robert J. Bogart Executive Vice-President and Chief Financial Officer 
416-865-4264,bob.bogart@agf.com

Michael Clabby Vice-President, Investor Relations and Corporate Development 
416-815-6275,michael.clabby@agf.com

SOURCE: AGF

To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/January2013/30/c8412.html

CO: AGF
ST: Ontario
NI: FIN ERN CONF 

-0- Jan/30/2013 13:02 GMT