Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Registered investment fund manager that is a wholly owned subsidiary of a reporting issuer exempted from paragraph 12.14(2)(a) of National Instrument 31-103 -- Registration Requirements, Exemptions and Ongoing Registrant Obligations, subject to terms and conditions -- Exemption has the effect of allowing the registrant 45 days, instead of the 30 days specified in subsection 12.14(2), to deliver to the regulator its financial information for the first, second and third interim periods of each financial year.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7(1).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 12.14(2), 12.14(2)(a).

National Instrument 51-102 Continues Disclosure Obligations, s. 4.3, 4.3(1), 4.4.

November 15, 2013

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUÉBEC AND ONTARIO
(the “Jurisdictions”)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
FIERA QUANTUM LIMITED PARTNERSHIP
(the “Filer”)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") for an exemption from the provisions of section 12.14(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") (the "Requested Exemption").

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

a) the Autorité des marchés financiers is the principal regulator for this application;

b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, Nunavut, Northwest Territories and Yukon; and

c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Unless otherwise defined in this decision or the context otherwise requires, terms used in this decision that are defined in NI 31-103, National Instrument 14-101 Definitions, MI 11-102 or in the Securities Act (Québec) (the "Act") have the same meaning.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a limited partnership governed by the laws of Québec established on January 31, 2013 and its financial year end is December 31.

2. Since April 30, 2013, the Filer is registered as a portfolio manager, exempt market dealer and investment fund manager in the provinces of Ontario and Québec. The Filer is also registered as investment fund manager in Newfoundland and Labrador. In addition, the Filer is registered as exempt market dealer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador. Finally, the Filer is registered as commodity trading manager in the province of Ontario and as a derivatives portfolio manager in the province of Québec.

3. Fiera Quantum GP Inc., the general partner of the Filer (the "GP") is a subsidiary of Fiera Capital Corporation ("Fiera") which currently is a reporting issuer in the provinces of British Columbia, Québec, Alberta and Ontario.

4. Fiera is a corporation incorporated under the laws of Ontario and its registered head office is located in Montreal, Québec.

5. Fiera is registered as a portfolio manager and exempt market dealer in all provinces and territories of Canada (the "Canadian Jurisdictions"), registered as an investment fund manager in the provinces of Ontario, Québec and Newfoundland and Labrador. It is also registered as an investment advisor with the U.S. Securities and Exchange Commission. In addition, Fiera is registered in Québec as a derivatives portfolio manager pursuant to the Derivatives Act (Québec), in Ontario as a commodity trading manager pursuant to the Commodity Futures Act (Ontario), and in Manitoba as advisor pursuant to the Commodity Futures Act (Manitoba).

6. Fiera's financial year end is December 31.

7. Fiera is a reporting issuer within the meaning of the Act subject to the continuous disclosure obligations set out in National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"). Fiera became a reporting issuer in Ontario, British Columbia and Alberta on July 29, 1986 and in Québec on September 1, 2010.

8. Under section 4.4. of NI 51-102, the interim financial report that Fiera must file under section 4.3 (1) of NI 51-102 must be filed on or before the earlier of (the "NI 51-102 Requirement"):

(a) the 45th day after the end of the interim period; and

(b) the date of filing, in a foreign jurisdiction, interim financial statements for a period ending on the last day of the interim period.

9. As a reporting issuer, Fiera is required to, among other things, prepare Management Discussion and Analysis of its quarterly results, prepare a news release each quarter disclosing its results and must comply with certification requirements, which are all items that a non-reporting issuer does not have to address and which items take additional time and effort (collectively "Fiera's financial information"). The GP being a subsidiary of Fiera, Fiera's financial information must also include financial information relating to the Filer.

10. Furthermore, as a reporting issuer, the rigors of approval of the financial statements are greater than that of a non-reporting issuer, as the financial statements of Fiera require formal audit committee and board approval.

11. Since Fiera (formerly Fiera Sceptre Inc.) is subject to the NI 51-102 Requirement, it was exempted on August 8th, 2011 from the provisions of section 12.14(2)(a) of NI 31-103 in all Canadian Jurisdictions.

12. The Filer is subject to the provisions in NI 31-103 and specifically subject to section 12.14(2) of NI 31-103 that requires the Filer, as an investment fund manager, to file its interim financial information and Calculation of Excess Working Capital to the regulator no later than the 30th day after the end of a quarter.

13. The Filer is not in default of securities legislation in any jurisdiction of Canada.

14. The preparation of the financial information for Fiera and its subsidiaries (including the Filer) is undertaken as a concurrent process and as the financial information of the subsidiaries is consolidated in the consolidated financial information of Fiera, the preparation of the financial information of the Filer is subject to the same level of internal and external approval as the ones relating to Fiera. As such, the Filer represents it would be unduly prejudiced if required to comply with the 30-day deadline set out in section 12.14(2)(a) of NI 31-103 considering that its financial information must be included in Fiera's financial information and respect the requirements of NI 51-102.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Requested Exemption is granted provided that:

a) the GP remains a subsidiary of Fiera, which continues to be a reporting issuer;

b) the Filer delivers to the regulator its financial information for the period no later than the 45th day after the end of the interim period; and

c) under the continuous disclosure obligations then applicable to Fiera as a reporting issuer, Fiera is not required to file this financial information earlier than the 45th day after the end of the interim period.

"Eric Stevenson"
Surintendant de l'assistance aux clienteles
et de l'encadrement de la distribution