Setanta Asset Management Limited - Rule 35-502

Headnote

Exemptive relief from the provision of Section 7.1(1)(a) of OSC Rule 35-502 -- Non-Resident Advisers which requires clients of affiliates to be included in the calculation of the five client limitation allowing a non-resident adviser to advise permitted clients in Ontario without being registered. Relief allows for affiliates that are duly registered to provide advisory services, to be exempted from the calculation of the five Canadian client limitation.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am. - Rule 35-502 -- Non Resident Advisers.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, C. S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

SETANTA ASSET MANAGEMENT LIMITED

EXEMPTION ORDER

(Rule 35-502)

UPON the application (the Application) of Setanta Asset Management Limited (Setanta) to the Ontario Securities Commission (the Commission or OSC) for a decision pursuant to section 10.1 of OSC Rule 35-502 (Rule 35-502) that the calculation of the five Canadian client limitation set out in Subsection 7.1(1)(a), when applied to Setanta, shall not include Canadian clients for which any affiliates or affiliated partnerships of Setanta have acted or will act as adviser, provided such affiliates or affiliated partnerships are registered to provide such advisory services;

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

AND UPON Setanta having represented to the Commission as follows:

1. Setanta is a corporation incorporated under the laws of Ireland. The head office of Setanta is College Park House, 20 Nassau Street, Dublin 2, Ireland.

2. Setanta is registered in Ireland with the Irish Financial Services Regulatory Authority (IFSRA) as an Investment Services Direction Firm to carry out specified investment business services and trade in specified types of investment instruments. Setanta is authorized to manage portfolios of investment instruments or deposits in accordance with mandates given by investors on a discretionary client-by-client basis.

3. Setanta will be applying for registration in Ontario as an adviser in the category of international adviser.

4. Setanta forms part of the Power Corporation of Canada (Power Corp.) corporate organization. Power Corp. is a holding company which has a number of Canadian affiliates registered as advisers or dealers that provide advisory services to clients in Canada (collectively, the Affiliates).

5. Some of the Affiliates are not ordinarily resident in Ontario. The Affiliates provide investment advisory services to clients in Canada in jurisdictions in which they hold an adviser or dealer registration.

6. Excluding clients of affiliates or affiliated partnerships of Setanta not ordinarily resident in Ontario that are registered would not be inconsistent with Rule 35-502 as such affiliates are registrants providing such advisory services to clients pursuant to such registrations.

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

IT IS THE DECISION of the Commission, pursuant to section 10.1 of Rule 35-502, that Setanta, in connection with a calculation of the five client limitation set out in subsection 7.1(1)(a) of Rule 35-502, may exclude Canadian clients for whom affiliates or affiliated partnerships of Setanta have acted, or will act, as adviser during the applicable period, provided that such affiliates or affiliated partnerships are not ordinarily resident in Ontario and are registered to provide such advisory services.

February 10, 2005