AGF Funds Inc. et al. - s. 6.1 of Rule 13-502 Fees

Headnote

Application pursuant to s. 6.1 of OSC Rule 13-502 Fees - exemption from requirement that each fund family applicant pay activity fee in connection with an MRRS exemptive relief application as application arising from unique circumstances and could have been brought by only one applicant.

Rules Cited

National Instrument 81-106 Investment Fund Continuous Disclosure, s. 14.2

Ontario Securities Commission Rule 13-502 Fees, s. 4.1 and Appendix C, Item E(1).

September 28, 2006

Attention: Marlene Davidge

Dear Sirs/Mesdames:

By letters dated August 11 and September 12, 2006 (the Application), you applied on behalf of the Filers to the Director for an exemption, pursuant to section 6.1 of the Fees Rule, from the requirement to pay a fee per investment fund family in connection with the application for certain relief from section 14.2 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) dated August 11, 2006 made by the Filers on behalf of all investment funds that are reporting issuers (the MRRS application). You also applied for an exemption from the requirement to pay an activity fee in connection with the Application.

From our review of the Application, the MRRS Application and other information communicated to staff, we understand the relevant facts and representations to be as follows:

1. The MRRS Application deals with the consequences arising from the introduction of section 3855 of the CICA Handbook which applies to financial years beginning on or after October 1, 2006. There is not sufficient time to make any changes to NI 81-106 before the implementation of section 3855.

2. The issues to be considered in the context of the MRRS Decision are identical for all of the Filers as well as for other investment funds not included as applicants.

3. The MRRS Application could have been made by one applicant in a representative capacity on behalf of other investment fund families. The reason for the inclusion of so many fund families in the MRRS Application is to send a clear message of the concern of the industry regarding the implications of section 3855 of the CICA Handbook.

4. The MRRS Application is not a typical application which results in a benefit only for the Filers. The fact scenario of the MRRS Application represents a very unique circumstance where the entire investment fund industry is potentially affected.

5. Appendix C of the Fees Rule specifies that the activity fee for an application for relief is $3,000. Section 4.1 of the Fees Rule states that a person or company that files an application must pay the activity fee. The MRRS Application was filed by 31 named fund companies, but the Filers have submitted only one $3,000 activity fee.

Decision

This letter confirms that, based on the information provided in the Application, the MRRS Application, and the facts and representations above, and for the purposes described in the Application, the Director hereby exempts the Filers from:

(a) the requirement to pay an activity fee per investment fund family in connection with the MRRS Application provided that the Filers pay one activity fee of $3,000 for the MRRS Application; and

(b) paying an activity fee in connection with the Application.

Yours truly,

Appendix A

List of Filers