National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Registered investment fund manager that is also 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 51-102 Continuous Disclosure Obligations, ss. 4.3, 4.3(1), 4.4.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 12.14(2), 12.14(2)(a).
August 8, 2011
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUÉBEC AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
FIERA SCEPTRE INC.
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-l03 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.
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.
This decision is based on the following facts represented by the Filer:
1. The Filer is a reporting issuer within the meaning of the Act subject to the continuous disclosure obligations set out in section 4.3 of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102").
2. The Filer is a corporation incorporated under the laws of Ontario and its registered head office is located in Montreal, Québec.
3. The Filer is registered as a portfolio manager and exempt market dealer in all provinces and territories of Canada, registered as an investment fund manager in the provinces of Ontario and Québec and as an investment advisor with the U.S. Securities and Exchange Commission.
4. The Filer is also registered in Québec as a derivatives portfolio manager pursuant to the Derivatives Act (Québec), and Ontario as a commodity trading manager pursuant to the Commodity Futures Act (Ontario).
5. Under section 4.4 of NI 51-102, the interim financial report that the Filer must file under subsection 4.3(1) of NI 51-102 must be filed on or before the earlier of :
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.
6. The Filer is also 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.
7. The Filer is not in default of securities legislation in any jurisdiction of Canada.
8. The Filer became a reporting issuer in Ontario, British Columbia and Alberta on July 29, 1986 and in Québec on September 1, 2010.
9. As a reporting issuer, the Filer 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.
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 the Filer require formal audit committee and board approval.
11. 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 as opposed to the 45 day deadline for a reporting issuer set out in section 4.4 of NI 51-102, given the additional requirements on the Filer as a reporting issuer.
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 Filer is then 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 the Filer as a reporting issuer, the Filer is not required to file this financial information earlier than the 45th day after the end of the interim period.
In view of the subdelegation of powers signed on July 22, 2011 by the Superintendent, Client Services, Compensation and Distribution, for the period from July 22, 2011 to August 5, 2011 inclusively, pursuant to the third paragraph of section 24 or An Act respecting the Autorité des marchés financiers