AGF Funds Inc. and Beatrice Ip - Decision

Decision pursuant to section 4.1 of OntarioSecurities Commission Rule 31-505 (the "Rule") exemptingapplicants from the requirement under subsection 1.3(3) of theRule subject to certain terms and conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.

Rules Cited

Ontario Securities Commission Rule 31-505 (1999)22 O.S.C.B. 731, ss. 1.3(2), ss. 1.3(3), s. 4.1.
Ontario Securities Commission Rule 31-502 (2000) 23 O.S.C.B.5658.

IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, c.S.5, as amended (the "Act")

AND

IN THE MATTER OF
AGF FUNDS INC. and BEATRICE IP

DECISION
(Rule 31-505)

UPON the application of AGF Funds Inc.(AGF) and Beatrice Ip (together, the Applicants) pursuant tosection 4.1 of Ontario Securities Commission Rule 31-505 - Conditionsof Registration (the Registration Rule) for an exemption fromthe requirement under subsection 1.3(3) of the RegistrationRule that Ms Ip meet certain proficiency requirements underOntario Securities Commission Rule 31-502 - Proficiency Requirementsfor Registrants (the Proficiency Rule) in order for supervisoryfunctions, other than the supervisory functions enumerated insubsection 1.3(2) of the Registration Rule, to be delegatedto Ms Ip by the designated compliance officer of AGF (the Application);

AND UPON considering the Application;

AND UPON the Applicants having representedto the Director that:

1. AGF is registered with the Ontario SecuritiesCommission as an adviser in the categories of investment counseland portfolio manager and a dealer in the category of mutualfund dealer.

2. Ms Ip has worked in the securities industryfor approximately 16 years, 13 of them in a compliance role.

3. Ms Ip has completed the Canadian InvestmentFunds Course and the Partners, Directors and Senior OfficersQualifying Examination.
4. Ms Ip is a member of the Institute of Internal Auditors.

5. Ms Ip has been with the AGF organizationsince 1986. Ms Ip is currently Senior Vice-President, CorporateSecretary and Chief Auditor of AGF. In this capacity, priorto the implementation of the Registration Rule, she had fullresponsibility for all compliance functions at AGF. In additionto the Chief Auditor responsibilities, Ms Ip was responsiblefor ensuring that all regulatory filings required by the AGFGroup of Companies were completed on a timely basis. Ms Ip wasalso responsible for the enhancement of corporate governanceprocedures through the introduction of corporate compliancerisk monitoring.

6. Ms Ip does not, however, meet the qualificationcriteria in subsection 1.3(3) of the Registration Rule to bedelegated supervisory functions by the designated complianceofficer of AGF.

7. The designated compliance officer of AGFwill not delegate and Ms Ip will not assume the supervisoryfunctions enumerated in subsection 1.3(2) of the RegistrationRule.

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

NOW THEREFORE, pursuant to section 4.1of the Registration Rule, the Director hereby exempts the Applicantsfrom the requirement of subsection 1.3(3) of the RegistrationRule that Ms Ip meet the proficiency requirements of the ProficiencyRule in order for Ms Ip to be delegated supervisory functionsby the designated compliance officer of AGF;

PROVIDED THAT:

(A) The designated compliance officer of AGFshall not delegate and Ms Ip shall not assume the supervisoryfunctions enumerated in subsection 1.3(2) of the RegistrationRule; and

(B) If the proficiency requirements applicableto compliance officer's delegates of registrants in the categoriesof investment counsel and portfolio manager are amended, therelief provided for in this Decision will terminate one yearfollowing the date such amendment comes into effect, unlessthe Director determines otherwise.

September 19, 2002.

"David M. Gilkes"