Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals under an amalgamation in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System.

National Instrument 33-109 Registration Information.

Companion Policy 33-109CP.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

August 26,2010

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

SCEPTRE INVESTMENT COUNSEL LIMITED

(the Filer)

AND

IN THE MATTER OF

FIERA CAPITAL INC.

(Fiera)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision of the principal regulator under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for exemptions from the following requirements pursuant to section 7.1 of National Instrument 33-109 -- Registration Information (NI 33-109) to accommodate the bulk transfer of the business locations of Fiera, and certain individuals associated with each business location on the National Registration Database (NRD) in respect of Fiera's registrations as a portfolio manager and exempt market dealer, from Fiera to the Filer (the Bulk Transfer) on September 1, 2010 in accordance with section 3.4 of Companion Policy 33-109CP (the Exemptions Sought):

1. the requirement to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.2 of NI 33-109;

2. the requirement to submit a registration application or a reinstatement notice for each individual seeking be a registered individual under section 2.2 or 2.3 of NI 33-109;

3. the requirement to submit a Form 33-109F4 or Form 33-109F7 for each permitted individual under section 2.5 of NI 33-109; and

4. the requirement to notify the regulator of a change to the business location information in Form 33-109F3 under section 3.2 of NI 33-109.

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 Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than Ontario.

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 Filer and/or Fiera, as the case may be:

The Filer

1. The Filer is a corporation governed by the Business Corporations Act (Ontario) (the OBCA). Its head office is located at 26 Wellington Street East, 12th Floor, Toronto, Ontario M5E 1W4.

2. The Filer is an investment management firm that has assets under management in excess of $6.6 billion. Its Pension and Institutional Fund Group manages investment portfolios for a broad range of clients that include corporations, governments, hospitals, charitable foundations, endowments, universities and unions. Its Wealth Management Group provides discretionary segregated account and investment fund management services for high net worth individuals and it acts as the manager for the Sceptre Mutual Funds.

3. At the date of application the Filer was registered as a portfolio manager under the securities legislation of all provinces of Canada other than Prince Edward Island, as both an exempt market dealer and an investment fund manager under the Securities Act (Ontario) and as an investment adviser with the U.S. Securities and Exchange Commission.

4. The Filer is also a reporting issuer in British Columbia, Alberta and Ontario. Its common shares are listed for trading on the Toronto Stock Exchange under the symbol "SZ".

5. The Filer is not in default of the securities legislation in any province or territory of Canada.

Fiera

6. Fiera is a corporation governed by the Canada Business Corporations Act. Its head office is located at 1501 Avenue McGill College, Suite 800, Montreal, Quebec, H3A 3M8.

7. Fiera is an independent, full-service, multi-product investment firm that has a unique expertise in asset allocation, equity and fixed-income management and non-traditional investment solutions. It is focussed on delivering competitive and tailored multi-style investment solutions to its clients that consist primarily of institutional investors, investment funds, religious and charitable organizations and high net-worth investors. Fiera has assets under management in excess of $22 billion.

8. Fiera is registered as a portfolio manager under the securities legislation of all provinces and territories of Canada; as an exempt market dealer under the securities legislation of Ontario and Newfoundland and Labrador; as a commodity trading manager under the Commodity Futures Act (Ontario) and as a derivatives portfolio manager under the Derivatives Act (Quebec).

9. Fiera is not a reporting issuer in any province or territory of Canada.

10. Fiera is not in default of the securities legislation in any province or territory of Canada.

Fiera Sceptre Inc.

11. Fiera has agreed to transfer all of its assets to the Filer in exchange for the Filer's assumption of Fiera's liabilities and the issuance of approximately 21.1 million Class B special voting shares of the Filer, and to thereby combine its business with the business that is conducted by the Filer, pursuant to a court-approved plan of arrangement under the OBCA (the Transaction). The Filer will be re-named "Fiera Sceptre Inc." (Fiera Sceptre) as part of the plan of arrangement.

12. Following completion of the Transaction, the business and operations of Fiera Sceptre will consist of the combined business and operations of Fiera and the Filer.

13. The Transaction is currently scheduled to close on September 1, 2010 (the Closing Date).

14. Sceptre has aligned its portfolio manager and exempt market dealer registrations with those of Fiera. It will also apply to amend its registrations to become registered as a commodity trading manager under the Commodity Futures Act (Ontario) and as a derivative portfolio manager under the Derivatives Act (Quebec) with effect as of and from the Closing Date.

15. The Bulk Transfer will facilitate the transfer of Fiera's business locations, and the transfer of certain individuals associated with such business locations in respect of Fiera's registrations as a portfolio manager and exempt market dealer, from Fiera to Sceptre on the Closing Date;

16. Given the significant number of registered individuals of Fiera, it would be difficult to transfer each individual to Fiera Sceptre in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted.

17. The Exemption Sought will not be contrary to the public interest and will have no negative consequences on the ability of Fiera Sceptre to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of Fiera and the Filer.

18. The head office of Fiera Sceptre will be relocated to Montreal, Quebec following completion of the Transaction. Following such relocation, Fiera Sceptre's new head office address will be 1501 Avenue McGill College, Suite 800, Montreal, Quebec H3A 3M8. Telephone (514) 954-3300. Fax (514) 954-5098.

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 the Filer makes acceptable arrangements with CDS Inc. for the payment of the costs associated with the Bulk Transfer, and makes such payment in advance of the Bulk Transfer.

"Erez Blumberger"
Deputy Director
Compliance and Registrant Regulation
Ontario Securities Commission