Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements of NI 33-109 in connection with a bulk transfer of business locations and registered and non-registered individuals pursuant to an amalgamation in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System.

National Instrument 33-109 Registration Information and Companion Policy 33-109CP.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

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 in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of Ontario (the Legislation) for relief from the requirements contained in sections 2.2, 2.3, 2.5, 3.2 and 4.2 of National Instrument 33-109 Registration Information (NI 33-109) pursuant to section 7.1 of NI 33-109 to allow the bulk transfer of dealing representatives, permitted individuals and business locations from yourCFO to IPC (the Bulk Transfer), currently anticipated to be February 9, 2015 (the Closing Date) in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought).

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

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

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

IPC

1. IPC is a corporation existing under the laws of the Province of Ontario with its head office in Mississauga, Ontario. IPC is registered as a dealer in the category of investment dealer under the securities laws in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Northwest Territories, Ontario, Prince Edward Island, Quebec, Saskatchewan and Yukon.

2. IPC is a member of the Investment Industry Regulatory Organization of Canada (IIROC) (a Dealer Member) and has been approved by IIROC to carry out activities with respect to securities, options and managed accounts.

3. IPC is a wholly-owned subsidiary of Investment Planning Counsel Inc. which in turn is a majority-owned subsidiary of IGM Financial Inc.

4. IPC is not in default of the securities legislation in any of the jurisdictions where it is registered.

yourCFO

5. yourCFO is a corporation existing under the laws of the Province of Ontario with its head office in Burlington, Ontario. yourCFO is registered as a dealer in the category of investment dealer under the securities laws in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Prince Edward Island, Saskatchewan and Yukon.

6. yourCFO is a Dealer Member and has been approved by IIROC to carry out activities with respect to securities.

7. yourCFO is not in default of the securities legislation in any of the jurisdictions where it is registered.

The Transaction

8. Pursuant to an asset purchase agreement dated August 29, 2014, as amended, IPC has agreed to acquire certain of the assets associated with yourCFO's business as an investment dealer as currently conducted (the Transaction).

9. IPC's registration encompasses the registration category, IIROC's approval categories, and jurisdictions of yourCFO and its dealing representatives transferring to IPC.

10. Subject to regulatory approvals, effective on the Closing Date, all of the accounts of the dealing representatives will be transferred from yourCFO to IPC.

11. On the Closing Date, all yourCFO dealing representatives will be transferred to IPC on NRD, in addition to the affected business locations.

12. On the Closing Date, the dealing representatives transferred to IPC will carry on the same registerable activities as they conducted with yourCFO.

13. Given the number of dealing representatives and business locations of yourCFO transferring to IPC, it would be time consuming to transfer the registration of each of the dealing representatives and business locations through NRD, in accordance with NI 33-109, if the Exemption Sought is not granted.

14. The Bulk Transfer will ensure that the transfer of the affected individuals and business locations occur effective as of the same date, i.e. the Closing Date, in order to ensure that there is no interruption of registration and service to clients.

15. The Exemption Sought complies with the requirements of, and the reasons for, a bulk transfer as set out in section 3.4 of 33-109CP and Appendix C thereto.

16. It would not be prejudicial to the public interest to grant the Exemption Sought.

17. Pursuant to section 14.11 of National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations, a notice has been sent to the clients of the dealing representatives advising them of their right to close their account.

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.

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