AGF Management Limited - s. 104(2)(c)

Headnote

Clause 104(2)(c) - Issuer bid - relief from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act - Issuer proposes to purchase, at a discounted purchase price, up to 2,300,000 of its Class B Non-Voting Shares from one shareholder and/or such shareholder's affiliates - due to discounted purchase price, proposed purchases cannot be made through TSX trading system - but for the fact that the proposed purchases cannot be made through the TSX trading system, the Issuer could otherwise acquire the subject shares in reliance upon the issuer bid exemption available under section 101.2 of the Act and in accordance with the TSX rules governing normal course issuer bid purchases - no adverse economic impact on or prejudice to issuer or public shareholders - proposed purchases exempt from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act, subject to conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 94 to 94.8, 97 to 98.7, 104(2)(c).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

AGF MANAGEMENT LIMITED

ORDER

(Clause 104(2)(c))

UPON the application (the Application) of AGF Management Limited (the Issuer) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 104(2)(c) of the Act exempting the Issuer from the formal issuer bid requirements contained in sections 94 to 94.8 and 97 to 98.7 of the Act (the Formal Issuer Bid Requirements) in connection with the proposed purchases by the Issuer of up to 2,300,000 (the Subject Shares) of its class B non-voting shares (the Class B Shares) from one shareholder and/or such shareholder's affiliates (collectively, the Selling Shareholders);

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Issuer having represented to the Commission that:

1. The Issuer is a corporation governed by the Business Corporations Act (Ontario).

2. The head office and registered office of the Issuer are located at Suite 3100, 66 Wellington Street West, Toronto-Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1E9.

3. The Issuer is a reporting issuer in each of the provinces and territories of Canada and the Class B Shares of the Issuer are listed for trading on the Toronto Stock Exchange (the TSX). The Issuer is not in default of any requirement of the securities legislation in the jurisdictions in which it is a reporting issuer.

4. The authorized share capital of the Issuer consists of an unlimited number of Class B Shares, of which 89,372,417 were issued and outstanding as of May 13, 2008 and an unlimited number of Class A Voting Common Shares, of which 57,600 were issued and outstanding as of May 13, 2008.

5. The Issuer wishes to purchase the Subject Shares from one or more of the Selling Shareholders. Each of the Selling Shareholders does not directly or indirectly own more than 5% of the issued and outstanding Class B Shares and is not an "insider" of the Issuer or "associate" of an "insider" of the Issuer, or an "associate" or "affiliate" of the Issuer, as such terms are defined in the Act. In addition, each of the Selling Shareholders has its corporate headquarters in Toronto, Ontario and is an "accredited investor" within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106).

6. Each Selling Shareholder currently owns the Subject Shares which are intended to be sold to the Issuer pursuant to the Proposed Purchases.

7. Pursuant to a Notice of Intention dated and filed with the TSX on February 22, 2007 (the Notice of Intention), the Issuer commenced a normal course issuer bid (its Normal Course Issuer Bid) for the period starting February 26, 2008 and ending on February 25, 2009 and for a maximum of 7,253,822 Class B Shares, in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the TSX NCIB Rules). The Notice of Intention filed with the TSX contemplates that purchases made under the Normal Course Issuer Bid may be made by way of exempt offer or as otherwise permitted by the TSX.

8. As at May 13, 2008, no Class B Shares have been purchased under the Issuer's Normal Course Issuer Bid.

9. The Issuer and the Selling Shareholders intend to enter into one or more agreements of purchase and sale (each, an Agreement), pursuant to which the Issuer will agree to acquire the Subject Shares from the Selling Shareholders by one or more purchases occurring prior to September 30, 2008 (each such purchase, a Proposed Purchase), for a purchase price (the Purchase Price) that will be negotiated at arm's length between the Issuer and each Selling Shareholder. The Purchase Price will be at a discount to the closing market price and below the bid-ask price for the Issuer's Class B Shares at the time of each Proposed Purchase.

10. The Subject Shares acquired under each Proposed Purchase will constitute a "block", as that term is defined in Section 628 of the TSX NCIB Rules.

11. The purchase of Subject Shares by the Issuer pursuant to each Agreement will constitute an "issuer bid" for purposes of the Act, to which the Formal Issuer Bid Requirements would apply.

12. Because the Purchase Price will be at a discount to the closing market price and below the bid-ask price for the Issuer's Class B Shares at the time of each Proposed Purchase, each Proposed Purchase cannot be made through the TSX trading system and, therefore, will not occur "through the facilities" of the TSX. As a result, the Issuer will be unable to acquire the Subject Shares from the Selling Shareholders in reliance upon the exemption from the Formal Issuer Bid Requirements that is available pursuant to Section 101.2(1) of the Act.

13. But for the fact that the Purchase Price will be at a discount to the closing market price and below the bid-ask price for the Issuer's Class B Shares at the time of each Proposed Purchase, the Issuer could otherwise acquire the Subject Shares as a "block purchase" (a Block Purchase) in accordance with the block purchase exception in Section 629(l)7 of the TSX NCIB Rules and the exemption from the Formal Issuer Bid Requirements that is available pursuant to Section 101.2(1) of the Act.

14. For each Proposed Purchase, the Issuer will be able to acquire the Subject Shares from the Selling Shareholders in reliance upon the exemption from the dealer registration requirements of the Act that is available as a result of the combined effect of Section 2.16 of NI 45-106 and Section 4.1(a) of Commission Rule 45-501 Ontario Prospectus and Registration Exemptions.

15. Management is of the view that the Issuer will be able to purchase the Subject Shares at a lower price than the price at which the Issuer will be able to purchase the Class B Shares under its Normal Course Issuer Bid and management is of the view that this is an appropriate use of the Issuer's funds.

16. The purchase of the Subject Shares will not adversely affect the Issuer or the rights of any of the Issuer's securityholders and it will not materially affect control of the Issuer. The Proposed Purchases will be carried out with a minimum of cost to the Issuer.

17. To the best of the Issuer's knowledge, as of May 13, 2008, the public float for the Class B Shares consisted of approximately 72,746,055 Class B Shares, which represent approximately 81.40% of all issued and outstanding Class B Shares for purposes of the TSX NCIB Rules.

18. The market for the Class B Shares is a "liquid market" within the meaning of Section 1.2 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

19. Other than the Purchase Price, no additional fee or other consideration will be paid in connection with the Proposed Purchases.

20. Each Proposed Purchase will comply with the limitations prescribed in both: (i) the Notice of Intention and (ii) Section 628 of the TSX NCIB Rules with respect to the number of Class B Shares permitted to be purchased by the Issuer pursuant to its Normal Course Issuer Bid.

21. At the time that each Agreement is entered into by the Issuer and a Selling Shareholder and at the time of each Proposed Purchase, neither the Issuer nor the Selling Shareholder will be aware of any undisclosed "material change" or any undisclosed "material fact" (each as defined in the Act) in respect of the Issuer.

AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 104(2)(c) of the Act that the Issuer be exempt from the Formal Issuer Bid Requirements in connection with each Proposed Purchase, provided that:

(a) each Proposed Purchase will comply with the limitations prescribed in both: (i) the Notice of Intention and (ii) Section 628 of the TSX NCIB Rules with respect to the number of Class B Shares permitted to be purchased by the Issuer pursuant to its Normal Course Issuer Bid.

(b) the Issuer will refrain from conducting a Block Purchase in accordance with the TSX NCIB Rules during the calendar week that it completes each Proposed Purchase and may not make any further purchases under its Normal Course Issuer Bid for the remainder of that calendar day;

(c) the purchase of the Subject Shares by the Issuer will be taken into account by the Issuer when calculating the maximum annual aggregate limit that is imposed upon the Issuer's Normal Course Issuer Bid in accordance with the TSX NCIB Rules;

(d) the Purchase Price is not higher than the last "independent trade" (as that term is used in paragraph 629(l)1 of the TSX NCIB Rules) of a board lot of Class B Shares immediately prior to the execution of each Proposed Purchase by the Issuer and the Selling Shareholder;

(e) the Issuer will otherwise acquire any additional Class B Shares pursuant to its Normal Course Issuer Bid and in accordance with the TSX NCIB Rules;

(f) immediately following each Proposed Purchase of Subject Shares from a Selling Shareholder, the Issuer will report the purchase of such Subject Shares to the TSX; and

(g) at the time that each Agreement is entered into by the Issuer and a Selling Shareholder and at the time of each Proposed Purchase, neither the Issuer nor the Selling Shareholder will be aware of any undisclosed "material change" or any undisclosed "material fact" (each as defined in the Act) in respect of the Issuer.

May 23, 2008