Securities Law & Instruments

Headnote

Under paragraph 4.1(1)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual acts as an officer, partner or director of another registered firm that is not an affiliate of the first-mentioned firm. The firms require relief for a limited period of time. The individual will have sufficient time to adequately serve both firms. As one firm is inactive, conflicts of interest are unlikely to arise. The firms have policies in place to handle potential conflicts of interest. The firms are exempted from the prohibition.

Applicable Legislative Provisions:

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1, 15.1.

February 2, 2015

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF IPC SECURITIES CORPORATION (IPC) AND yourCFO ADVISORY GROUP INC. (yourCFO) (the Filers)

DECISION

Background

The principal regulator has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (as defined below) (the Legislation) for relief from the requirement in paragraph 4.1(1)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), pursuant to section 15.1 of NI 31-103, to permit Doug Leyland, a director, officer and the Ultimate Designated Person of yourCFO, to be registered and act as both a dealing representative of IPC and as the sole director, an officer and Ultimate Designated Person of yourCFO for a limited period of time to maintain the registration of yourCFO for purposes of winding up its affairs following the acquisition of yourCFO by IPC (the Exemption Sought).

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

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Prince Edward Island, Quebec, Saskatchewan and Yukon Territory (with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. IPC is a corporation existing under the laws of the Province of Ontario. IPC is (i) registered as an investment dealer in the Jurisdictions; and (ii) a dealer member of the Investment Industry Regulatory Organization of Canada (IIROC).

2. IPC is a wholly-owned subsidiary of Investment Planning Counsel Inc. which in turn is a majority-owned subsidiary of IGM Financial Inc. ("IGM"). IGM is a diversified financial services provider which operates through its business units Investors Group Inc., Mackenzie Financial Corporation and Investment Planning Counsel Inc. IGM, through its subsidiaries, managed approximately $140 billion in assets on behalf of clients as of September 30, 2014. IPC managed approximately $4.203 billion as of September 30, 2014.

3. yourCFO is a corporation existing under the laws of the Province of Ontario. yourCFO is (i) registered as an investment dealer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Prince Edward Island, Saskatchewan and Yukon Territory; and (ii) a dealer member of IIROC.

4. yourCFO offers a complete range of products and services including mutual funds, stocks, bonds, income trusts, exchange traded funds, retirement savings plans, retirement income fund plans, disability savings plans, education savings plans and tax free savings accounts. It had approximately $727.8 million in assets under management as of September 30, 2014.

5. The Filers are not in default of any requirement of securities legislation in any of the Jurisdictions.

6. IPC provided notice pursuant to Section 11.9 of NI 31-103 on October 24, 2014 of the proposed transfer (the Proposed Transaction) to IPC of certain of yourCFO's assets associated with its business as an investment dealer as currently conducted. In addition to the Proposed Transaction, subject to all necessary approvals and notices required in connection with such transfer, IPC will be offering to retain certain registered representatives of yourCFO, including Doug Leyland, the current Chief Financial Officer of yourCFO.

7. Mr. Leyland is a director, officer and the Ultimate Designated Person of yourCFO. Following the closing of the Proposed Transaction, it is intended that Mr.Leyland will be registered with IPC as a dealing representative, and will continue to be the sole director of yourCFO and act as an officer and the Ultimate Designated Person of yourCFO (the Dual Registration).

8. Subsequent to the completion of the Proposed Transactions, yourCFO intends to tender its resignation as an investment dealer to IIROC and, in connection therewith, seek "inactive status" with IIROC pursuant to Rule 3.1 for the purposes of winding up its affairs. Pursuant to such status, it is expected that yourCFO would not conduct any registrable securities activities without prior IIROC approval.

9. There is a valid business reason for the Dual Registration in that it will permit yourCFO to retain its IIROC membership with inactive status and its investment dealer registration while it winds up its affairs.

10. Mr. Leyland will have sufficient time to adequately meet his obligations to each firm.

11. The Filers have in place policies and procedures to address conflicts of interest. Furthermore, IPC has compliance and supervisory policies and procedures in place to monitor the conduct of its representatives (including Mr. Leyland) and to ensure that it can deal appropriately with any conflict of interest that may arise.

12. In the absence of the Exemption Sought, Mr. Leyland would be prohibited under paragraph 4.1(1)(a) of NI 31-103 from acting as a dealing representative of IPC while also acting as an officer and director of yourCFO.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that the Exemption Sought expires on September 1, 2015.

"Marrianne Bridge"
Deputy Director,
Compliance and Registrant Regulation
Ontario Securities Commission