AGF Investments Inc. and AGFWave Asset Management Inc.

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm. The Filers are affiliated entities and have valid business reasons for the individuals to be registered with both firms. The Filers have agreed that up to a maximum of five individuals will be dually registered under the exemption at any point in time. The Filers have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1 and 15.1.

January 14, 2022

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. (AGF) AND AGFWAVE ASSET MANAGEMENT INC. (AGFWave, and together with AGF, the 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) for relief from the restriction in paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) (the Dual Registration Restriction), pursuant to section 15.1 of NI 31-103, to permit each of Grant Wang, Mark Stacey and Robert Yan (collectively, the Existing Representatives) -- and future individuals (the Future Representatives, and together with the Existing Representatives, the Representatives) -- to be registered as advising representatives or associate advising representatives of each of AGF and AGFWave (the Exemption Sought). The Exemption Sought will apply to up to five Representatives at any one time.

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

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

b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in each province and territory of Canada (together with Ontario, the Jurisdictions).

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

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

1. AGFWave is a corporation incorporated under the laws of Ontario and is a Canadian joint venture between AGF Management Limited and WaveFront Global Asset Management Corp. (WaveFront). AGFWave has concurrently applied to the OSC for registration as a portfolio manager in Ontario. The head office of AGFWave is in Toronto, Ontario.

2. AGFWave was formed to provide asset management services and products in China and South Korea, by combining AGF's brand and investment expertise with WaveFront's distribution partners in China and South Korea.

3. AGF is a wholly owned subsidiary of AGF Management Limited and is registered as an exempt market dealer in Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan, as a portfolio manager in each province and territory of Canada, as an investment fund manager in Alberta, British Columbia, Newfoundland and Labrador, Ontario and Québec, as a mutual fund dealer in British Columbia, Ontario and Québec and as a commodity trading manager in Ontario. The head office of AGF is in Toronto, Ontario.

4. Since AGF and AGFWave are under common control, each such entity is an affiliate of the other and are affiliated registrants.

5. Grant Wang is a resident of Toronto, Ontario and is registered as an advising representative (portfolio manager) of AGF in each province and territory of Canada. Since January 2020, Grant Wang has been Senior Vice-President and Co-Chief Investment Officer of AGFiQ Quantitative Investing. Grant Wang helps lead AGF's quantitative investment platform, AGFiQ, by developing, enhancing and managing quantitative investment strategies and serves as Head of Research.

6. Mark Stacey is a resident of London, Ontario and is registered as an advising representative (portfolio manager) of AGF in each province and territory of Canada. Since January 2020, Mark Stacey has been Senior Vice-President and Co-Chief Investment Officer of AGFiQ Quantitative Investing. Mark Stacey helps lead investment management functions for AGF's quantitative investment platform, AGFiQ and serves as Head of Portfolio Management.

7. Robert Yan is a resident of London, Ontario and is registered as an advising representative (portfolio manager) of AGF in each province and territory of Canada. Since January 2020, Robert Yan has been Vice-President and Portfolio Manager at AGF, managing non-Canadian equity portfolios with a specific focus on global markets and infrastructure strategies.

8. Upon the registration of AGFWave in the category of portfolio manager in Ontario, if the Exemption Sought is granted, each of the Existing Representatives will register as an advising representative of AGFWave while maintaining his registration as an advising representative of AGF. Grant Wang, Mark Stacey, and Robert Yan will each be appointed to the position of portfolio manager with AGFWave and be part of AGFWave's Investment Committee. In their respective capacity, each individual will be responsible for multiple aspects of AGFWave's research and investment process, including idea generation, developing and managing investment models and strategies, financial modelling, industry analysis and risk management.

9. AGFWave requires the investment management capabilities and expertise of the Existing Representatives in order to achieve its business objectives. The Existing Representatives are familiar with the business model of each of AGF and AGFWave and are or will be in the best position to act in the existing and proposed dual roles with AGF and AGFWave.

10. It is anticipated that any Future Representatives would have similar duties at AGF and AGFWave to those described for each of the Existing Representatives. The Filers expect that additional Future Representatives will be so engaged as necessary depending on the status of the Existing Representatives.

11. Dual registration would allow the Existing Representatives to continue to act as advising representatives of AGF while also acting as advising representatives of AGFWave. Registration as an advising or associate advising representative, as the case may be, for each of the Future Representatives would permit them to conduct similar activities in their applicable capacities.

12. The terms and conditions, if any, on each of the Representatives' registration as advising or associate advising representative of AGF, as the case may be, would be the same as under his or her advising or associate advising representative registration of AGFWave.

13. Each of the Representatives will be subject to supervision by, and the applicable compliance requirements of, both Filers.

14. Each of the Filers' respective Ultimate Designated Person will ensure that each of the Representatives have sufficient time and resources to adequately serve each Filer and its clients. Each of the Filers' respective Chief Compliance Officers and management ensure each of the Representatives have sufficient time and resources to adequately serve each Filer and its clients.

15. Neither AGF nor AGFWave is in default of any requirement of securities or derivatives legislation in any of the Jurisdictions.

16. The dual registration of the Representatives will not give rise to the conflicts of interest that may be present in a similar arrangement involving unrelated, arm's length firms. The interests of the Filers are aligned, and because the role of the Representatives will be to support the business activities and interests of the Filers, the potential for conflicts of interests is remote. Further there is little expected overlap of the business mandates, client base or investment strategies of AGF and AGFWave.

17. Each Filer has adequate policies and procedures in place to address any potential conflicts of interest that may arise as a result of the dual registration of the Representatives and will be able to appropriately deal with any such conflicts, should they arise.

18. There is adequate supervision of any identified potential conflicts of interest to ensure that each of the Representatives, and each of the Filers, can take appropriate measures.

19. The Filers do not expect that the dual registration of the Existing Representatives, or the Future Representatives, will create significant additional work and are confident that each of the Representatives will have sufficient time to adequately serve both firms.

20. The Filers will provide written disclosure of the affiliated registrant relationship between the Filers as well as the dual registration of the Existing Representatives and any Future Representatives in disclosure documents provided by each fund for which a Representative acts as an advising or associate advising representative, as applicable.

21. Each of the Representatives will act in the best interest of all clients of each Filer and will deal fairly, honestly and in good faith with these clients.

22. In the absence of the Exemption Sought, the Filers would be prohibited by the Dual Registration Restriction from permitting any of the Representatives to be registered as an advising representative or associate advising representative, as the case may be, of each Filer, even though the Filers have controls and compliance procedures in place to deal with such advising and associate advising activities.

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:

i. at any point in time, no more than five (5) Representatives are dually registered with both Filers;

ii. the Representatives are subject to supervision by, and the applicable compliance requirements of, both Filers;

iii. the Chief Compliance Officer and Ultimate Designated Person of each Filer ensures that the Representatives have sufficient time and resources to adequately service each Filer and its respective clients;

iv. the Filers each have adequate policies and procedures in place to address any potential conflicts of interest that may arise as a result of the dual registration of the Representatives and deal appropriately with any such conflicts; and

v. the relationship between the Filers and the fact that the Representatives are dually registered with both of them is fully disclosed in writing to clients of each of them that deal with such person.

"Felicia Tedesco"

Deputy Director, Compliance and Registrant Regulation

Ontario Securities Commission