Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption from requirement in section 2.1 of NI 81-101 and Item 5(b) of Form 81-101F1 to permit existing funds to preserve their respective start dates once continued as new classes of a mutual fund corporation further to an amalgamation -- Upon amalgamation, portfolio assets of existing funds to continue as portfolio assets referable to the continuing funds -- Continuing funds to have same investment objectives, investment strategies, management fees, portfolio investment manager, and, at effective date of amalgamation, same portfolio assets as the existing funds.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1, 6.1.

Form 81-101F1 Contents of Simplified Prospectus, Item 5(b).

March 17, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(THE JURISDICTION)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

AGF INVESTMENTS INC. (THE MANAGER),

AGF ALL WORLD TAX ADVANTAGE GROUP

LIMITED (AWTAG), AGF CANADIAN GROWTH EQUITY

FUND LIMITED (AGF GROWTH) AGF CANADIAN

RESOURCES FUND LIMITED (AGF RESOURCES)

AGF CANADIAN GROWTH EQUITY CLASS AND

AGF CANADIAN RESOURCES CLASS

(COLLECTIVELY, FILERS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) granting an exemption from:

(a) Sections 15.3(2), 15.6(a)(i), 15.6(b), 15.6(d), 15.8(2)(a), 15.8(3)(a) and 15.9(2)(d) of National Instrument 81-102 -- Mutual Funds (NI 81-102) to permit the Continuing Funds (as defined below) to use performance data of the Existing Funds (as defined below) in sales communications and reports to securityholders (collectively, the Fund Communications);

(b) Section 2.1 of National Instrument 81-101 -- Mutual Fund Prospectus Disclosure (NI 81-101) for the purposes of the relief requested from Form 81-101F1 -- Contents of Simplified Prospectus (Form 81-101F1); and

(c) Item 5(b) of Part B of Form 81-101F1 to permit AGF Canadian Growth Equity Class and AGF Canadian Resources Class of AWTAG to disclose the start dates of AGF Growth and AGF Resources as their respective start dates.

(collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filers have provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, Northwest Territories, Yukon and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

The Filers

1. The head office of each of the Filers is located in Toronto, Ontario. The Filers are not in default of securities legislation in any jurisdiction.

2. The Manager, a corporation incorporated under the laws of Ontario, is the manager of AGF Growth, AGF Resources and all of the classes of AWTAG.

3. Each of AWTAG, AGF Growth and AGF Resources (collectively, the Corporations) is a mutual fund corporation incorporated under the laws of Ontario. Each of AGF Growth and AGF Resources offer only one class of shares. AWTAG offers currently 20 classes of shares. Each class of shares is issuable in more than one series.

4. All of the directors and officers of the Corporations are the same.

5. Each of the Corporations is a reporting issuer as defined in the securities legislation of each province and territory of Canada, operates in accordance with NI 81-102, and distributes its shares to the public pursuant to a simplified prospectus (SP) and annual information form (AIF).

6. For securities law purposes, each mutual fund is a separate share class.

The Amalgamation

7. Subject to shareholder and regulatory approval, AGF Growth and AGF Resources will amalgamate with AWTAG (the Amalgamation) and continue as one corporation known as AGF All World Tax Advantage Group Limited (Amalco).

8. The Amalgamation will be effected pursuant to an amalgamation agreement entered into between the Corporations as contemplated by section 174 of the Business Corporations Act (Ontario) (OBCA).

9. Pursuant to the Amalgamation, each existing class and series of AWTAG will be an identical class with identical series, identical assets referable to such class and series, identical portfolio managers, identical fees and identical net asset values per class and per series in Amalco.

10. Pursuant to the Amalgamation, shareholders of AGF Growth and AGF Resources (collectively, the Existing Funds) will become shareholders of two new classes of Amalco to be known as AGF Canadian Growth Equity Class and AGF Canadian Resources Class (collectively, the Continuing Funds). The Existing Funds and the corresponding Continuing Funds will be substantially similar, with the Continuing Funds having the same investment objectives, investment strategies, management fees, portfolio investment manager, and, at the effective date of the Amalgamation, the same portfolio assets as the Existing Funds.

11. Upon the Amalgamation, the portfolio assets of the Existing Funds will continue as portfolio assets referable to the Continuing Funds. The portfolio assets of the Continuing Funds will be maintained as a separate portfolio by Amalco for the exclusive benefit of the shareholders of the Continuing Funds, as they are for the other classes of Amalco.

12. Upon the Amalgamation, the portfolio assets referable to each series of shares of the Existing Funds will become referable to a corresponding series of shares of the Continuing Funds (each such series, a Replacement Series). The rights associated with each series will be identical in all respects to the rights formerly associated with the corresponding series of shares of the Existing Funds. Upon the Amalgamation, for each share they held of an Existing Fund, shareholders will receive a share of the Replacement Series. The net asset value (NAV) of each such share of the Replacement Series will be equal to the NAV per share of the corresponding series of shares of the Existing Fund.

13. As a result, the merger by way of Amalgamation is not a merger of mutual funds as it is commonly understood since the Existing Funds will not terminate under the OBCA but will continue with the other classes of AWTAG as one corporation while remaining separate classes (funds) from other classes.

14. The Amalgamation will be a tax-deferred transaction under subsection 87(1) of the Income Tax Act (Canada).

15. Immediately prior to the Amalgamation, an amendment to AWTAG's SP and AIF will be filed relating to the Amalgamation and the new AGF Canadian Growth Equity Class and AGF Canadian Resources Class.

16. Subject to necessary shareholder and regulatory approval, the Filers intend to effect the Amalgamation on or about October 1, 2010 (the Effective Date).

17. The Continuing Funds will be new funds and will not have any assets or liabilities and will not have their own performance data or information derived from financial statements (collectively, the Financial Data) as at the Effective Date. In order for the merger by way of Amalgamation to be as seamless as possible for investors in the Existing Funds and the Continuing Funds, the Filers propose that:

(a) the Continuing Funds' Fund Communications include the performance data of the Existing Funds;

(b) Amalco's SP:

(i) incorporate by reference the following financial statements and management reports of fund performance (MRFPs) of the Existing Fund (collectively, the Existing Fund Disclosure):

1. the interim financial statements and MRFP for the six months ended March 31, 2010; and

2. the annual financial statements and MRFP for the year ended September 30, 2010, when available;

until such Existing Fund Disclosure is superseded by more current financial statements and MRFPs of the Continuing Funds; and

(ii) states that the start date for each Replacement Series of the Continuing Funds is based upon the start date of the corresponding series of the respective Existing Funds.

18. The Financial Data of each series of the Existing Funds is significant information which can assist investors in determining whether to purchase or hold shares of the corresponding Replacement Series.

19. The Filers have filed a separate application for exemptive relief from certain provisions of National Instrument 81-106 -- Investment Fund Continuous Disclosure (NI 81-106) to enable the Continuing Funds' to include in its annual and interim MRFPs Financial Data presented in the Existing Fund's annual MRFP for the year ended September 30, 2010 ( NI 81-106 Relief).

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) The Continuing Funds' Fund Communications include the performance data of the Existing Funds prepared in accordance with Part 15 of NI 81-102, including section 15(1) of NI 81-102;

(b) The Continuing Funds' simplified prospectus:

(i) incorporates by reference the Existing Fund Disclosure, until such Existing Fund Disclosure is superseded by more current financial statements and MRFPs of the Continuing Funds;

(ii) states that the start date for each Replacement Series is the start date of the corresponding series of the Existing Funds; and

(iii) discloses the Amalgamation where the start date of each Replacement Series of the Continuing Funds is stated; and

(c) The Continuing Funds prepare their respective MRFPs in accordance with the NI 81-106 Relief.

"Rhonda Goldberg"
Manager, Investment Funds
Ontario Securities Commission