Fiera Capital Inc.

Headnote

NP 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions. Temporary relief from the IFM registration requirement granted.

Applicable Legislative Provisions

Securities Act (Ontario), ss. 25(4),74(1).

August 26, 2010

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 CAPITAL INC.

(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, pursuant to Section 263 of the Securities Act (Québec) ("QSA") and Subsection 74(1) of the Securities Act (Ontario) ("OSA") from the requirement found under Section 148 QSA and Subsection 25(4) OSA to be registered as an investment fund manager in order to act as an investment fund manager in respect of certain Fiera Pooled Funds (as defined below) (the "Exemption Sought").

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

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

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

Terms defined in Regulation 14-101 respecting Definitions and Regulation 11-102 have the same meaning in this decision unless otherwise defined.

Representations

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

1. The Filer was incorporated under the Canada Business Corporations Act and has its head office located at 1501 Avenue McGill College, Suite 800, Montreal, Québec, H3A 3M8.

2. The Filer 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 (Québec).

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

4. The Filer is currently the investment fund manager, portfolio manager and principal distributor of several open-end mutual fund trusts that are offered pursuant to available exemptions from prospectus requirements (the "Fiera Pooled Funds"), all of which are governed by a number of trust agreements (the "Fiera Trust Agreements").

5. As the Filer was acting as an investment fund manager in respect of the Fiera Pooled Funds on the day Regulation 31-103 respecting Registration Requirements and Exemptions ("Regulation 31-103") came into force, it has been relying on the exemption found under Section 16.4 of Regulation 31-103 (the "IFM Registration Exemption") and is not currently registered as an investment fund manager with the AMF (nor with the securities regulatory authority or regulator of any other province or territory of Canada).

6. The Filer and Sceptre Investment Counsel Limited ("Sceptre") have agreed to combine their businesses by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to which Sceptre will change its name to "Fiera Sceptre Inc." ("Fiera Sceptre") and the Filer will transfer all of its assets to Sceptre in exchange for Sceptre's assumption of the Filer's liabilities and the issuance of Class B Shares of Sceptre (the "Transaction"), all in accordance with the terms and conditions of the Arrangement. The transaction is scheduled to close on or about August 31, 2010.

7. Under the terms of the Fiera Trust Agreements, to assign its assets and liabilities in connection with the Fiera Pooled Funds, the Filer will need to resign as manager of the Fiera Pooled Funds and appoint Fiera Sceptre as successor manager.

8. Several Fiera Trust Agreements provide that the Filer may not appoint a successor manager without first providing the trustee and the unitholders a 90-day notice to that effect (the "Notice" and the "Notice Period"). The Fiera Pooled Funds for which such a Notice must be sent are hereinafter referred to as the "Specified Funds".

9. The Filer is currently in the process of providing Notices to the Trustee and unitholders of the Specified Funds. The Filer expects to send the last of these Notices before the end of the month of August 2010.

10. In the Notices, the Filer has indicated that it will appoint Fiera Sceptre as successor manager effective on November 30, 2010 (the "Appointment Date").

11. The Filer cannot contractually resign as investment fund manager of the Specified Funds until the Appointment Date.

12. The Filer and Sceptre will enter into transitional portfolio management and distribution agreements on the closing of the Transaction pursuant to which Fiera Sceptre will assume portfolio management and distribution responsibilities for the Specified Funds, as of the close of the Transaction, even though it will not have been assigned the related Fiera Trust Agreements. These portfolio management and distribution agreements will terminate on the Appointment Date, as they will no longer be necessary once Fiera Sceptre has been appointed as manager of the Specified Funds.

13. Under the terms of the IFM Registration Exemption, the Filer needs to submit an application for registration as investment fund manager with the AMF prior to September 28, 2010.

14. However, as a result of the Arrangement and the bulk transfer to Sceptre of all of the Filer's business locations and individuals currently associated with the Filer in the National Registration Database, which is also expected to occur on or about August 31, 2010, the Filer will no longer have any assets or liabilities (other than an indirect ownership of Class B Shares of Fiera Sceptre, certain excluded assets, certain non-client excluded liabilities and the Fiera Trust Agreements in respect of the Specified Funds), and individuals currently associated with the Filer in the National Registration Database will all have been "transferred" to Fiera Sceptre. Accordingly, the Filer would no longer be able to meet several conditions prescribed by Regulation 31-103 for registration as an investment fund manager.

15. Under the terms of the agreement entered into between the Filer and Sceptre in respect of the Transaction, Sceptre will assume the assumed liabilities and obligations of the Filer, including without limitation the liabilities and obligations of the Filer arising in connection with any matter related to the activities of the Filer as manager of the Specified Funds between the closing of the Transaction and the Appointment Date.

16. The requested exemption will not be detrimental to the protection of investors or prejudicial to the public interest.

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 Exemption Sought is granted provided that this decision will terminate on the day after the Appointment Date.