Brandes Investment Partners, L.P. - s. 147

Headnote

International adviser exempted from the requirements in subsections 21.10(3) and 21.10(4) of the Act, and section 139 of the Regulation, to file, or deliver, annual audited financial statements.

Statutes Cited

Securities Act, R.S.O. 1990 c. S.5, as am., ss. 21.10(3), 21.10(4) and 147.

Regulation Cited

Ontario Regulation 1015, R.R.O. 1990, as am., s. 139.

Rules Cited

Ontario Securities Commission Rule 35-502 Non-Resident Advisers, Part 4.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

REGULATION 1015, R.R.O. 1990,

AS AMENDED (the "Regulation")

MADE UNDER THE ACT

AND

IN THE MATTER OF

BRANDES INVESTMENT PARTNERS, L.P.

ORDER

(Section 147 of the Act)

UPON the application (the "Application") of Brandes Investment Partners, L.P. ("Brandes") to the Ontario Securities Commission (the "Commission") for an order, pursuant to section 147 of the Act, exempting Brandes from the provisions (collectively, the "Financial Statements Submission Requirements") in subsections 21.10(3) and 21.10(4) of the Act and section 139 of the Regulation, that require a registrant that is registered under the Act as an adviser to file with, or deliver to, the Commission its annual financial statements together with an auditor's report thereon;

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

AND UPON Brandes having represented to the Commission that:

1. Brandes is a limited liability partnership organized under the laws of the State of Delaware, in the United States of America (the "USA"), having its principal place of business in California.

2. Brandes is registered under the Act as an adviser, in the category of "international adviser (investment counsel and portfolio manager)".

3. Brandes is registered as an investment adviser with the United States Securities and Exchange Commission under the Investment Advisers Act of 1940 of the U.S.A.

4. Brandes is not able to apply to the Commission for an exemption from the requirement in subsection 21.10(3) of the Act that it file annual audited financial statements, in accordance with the procedure to apply for such an exemption provided for in Part 4 of Ontario Securities Commission Rule 35-502 Non-Resident Advisers (the "Rule"), because, now that the Rule has been in force for more than one year, the procedure is only available to applicants for registration as an international adviser, that are not registered, and are not applying for registration, in any other category of registration.

5. Brandes has been registered under the Act as an "international adviser" since before the Rule came into force.

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

IT IS ORDERED, pursuant to section 147 of the Act, that Brandes is exempt from the Financial Statement Submission Requirements, provided that this exemption shall terminate upon Brandes being registered under the Act in any other category of registration other than international adviser.

March 15, 2005.