iA Private Wealth (USA) Inc. and iA Private Wealth Inc.

Headnote

Application for an order pursuant to section 74 of the Securities Act (Ontario) that a registered U.S. investment adviser, affiliated with an Ontario registered investment dealer, be exempted, subject to certain conditions, from requirements of subsection 25(3) of the Act in respect of advice provided by its representatives in respect of the U.S. tax-advantaged retirement savings, education or disability savings plans of clients formerly resident in the U.S.

Applicable Legislative Provisions

Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 25.

February 24, 2023

IN THE MATTER OF THE SECURITIES ACT, RSO 1990, C S.5, AS AMENDED (the "Act") OF ONTARIO (the "Jurisdiction") AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF iA PRIVATE WEALTH (USA) INC. ("iUSA") AND iA PRIVATE WEALTH INC. ("iAPW") (collectively, the "Filers")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the Act of the Jurisdiction of the principal regulator for a decision exempting iUSA and those of its individual representatives who are also registered under the Act as dealing representatives, in the approval categories of portfolio manager and registered representative, of iAPW ("Dual Representatives") from the adviser registration requirement under the Act, s 25(3) in respect of advice provided by the Dual Representatives, acting on behalf of iUSA, to an individual ("Ex-U.S. Client") if the advice is in respect of the Ex-U.S. Client's tax-advantaged retirement savings, education savings or disability savings plan ("U.S. Plan"), and (i) the U.S. Plan is located in the United States of America ("U.S."), (ii) the Ex-U.S. Client is a holder of or contributor to the U.S. Plan, and (iii) the Ex-U.S. Client was previously resident in the U.S. ("Requested Exemptive Relief").

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

a) the Ontario Securities Commission ("OSC") is the principal regulator for this application, and

b) 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 Quebec, British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut, the Northwest Territories (the "Other 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. iAPW is a federally incorporated, wholly owned subsidiary of Industrial Alliance Insurance and Financial Services Inc. ("iAFC", a Quebec corporation), which in turn is a wholly owned subsidiary of iA Financial Corporation Inc. (a Quebec corporation), a publicly held company. iAPW's head office is in Montreal, Quebec.

2. iAPW carries on business in Ontario ("Jurisdiction"), Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan, Yukon ("Other Jurisdictions"), with offices located in the Jurisdiction and in Alberta, British Columbia and Quebec.

3. iAPW provides a broad array of wealth management services to residents of Canada, including financial planning, wills and estates planning, tax planning, insurance planning and brokerage services.

4. iAPW is registered as an investment dealer in the Jurisdiction and each of the Other Jurisdictions and as a derivatives dealer in Quebec. It is a dealer member of the Investment Industry Regulatory Organization of Canada ("IIROC").

5. iAPW is not in default of securities legislation in any jurisdiction of Canada.

6. iAPW does not trade (or provide advice with respect to the trading) in securities to, with, or on behalf of clients resident in the U.S. ("U.S. Clients").

7. iAPW is not registered under U.S. federal securities law or any other applicable U.S. securities law to, and does not, carry on the business of a registered broker-dealer or registered investment adviser in the U.S.

8. iUSA is a federal corporation and a wholly owned subsidiary of federally incorporated iA Wealth Group (USA) Inc., which in turn is a wholly owned subsidiary of iAFC. iUSA's head office is in Toronto, Ontario.

9. At this time, iUSA has no physical presence in the U.S., and carries on business in the Jurisdiction and each of the Other Jurisdictions, with offices located in the Jurisdiction and each of the Other Jurisdictions in which iAPW has offices.

10. The Filers operate their independent businesses out of the same premises in the Jurisdiction and each of the Other Jurisdictions that offices are located in.

11. iUSA provides advisory services and may provide financial planning to U.S. Clients in reliance upon OSC Rule 32-505 Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario and equivalent exemptions in Other Jurisdictions.

12. As of July 13, 2022, iUSA is registered as an investment adviser under The Investment Advisers Act of 1940 ("1940 Act"), which is U.S. federal legislation.

13. iUSA is not in default of securities legislation of any jurisdiction of Canada, U.S. federal securities law or any other applicable U.S. securities law.

14. iUSA is not registered under the securities laws of any jurisdiction of Canada.

15. iUSA has engaged Pershing Advisor Solutions LLC ("Pershing Advisor Solutions") for trading, custody, clearing and settlement services pursuant to the terms of a Brokerage Custody Services Agreement dated July 16, 2022, as amended from time to time ("Brokerage Custody Agreement").

16. In accordance with the provisions of the Brokerage Custody Agreement, Pershing LLC ("Pershing"), an affiliate of Pershing Advisor Solutions, carries iUSA's client accounts and provides prime brokerage services to the clients of iUSA.

17. Pershing Advisor Solutions is an introducing broker-dealer, a Delaware limited liability company and a member of the Financial Industry Regulatory Authority ("FINRA"). Pershing is a broker-dealer and securities clearing firm, a Delaware limited liability company, and a member of FINRA and the New York Stock Exchange.

18. Each of the Dual Representatives acts on behalf of both Filers in one of the Filers' offices located in the Jurisdiction or one of the Other Jurisdictions in which the Filers maintain offices. Each Dual Representative is registered as a dealing representative of iAPW in one or more of the Jurisdiction and the Other Jurisdictions.

19. None of the Dual Representatives is in default of securities legislation of any jurisdiction of Canada, U.S. federal securities law, or any other applicable U.S. securities law.

20. Each Dual Representative, when acting on behalf of iAPW, advises only clients of iAPW resident in the jurisdiction(s) of her or his registration as a dealer and U.S. Clients formerly resident in Canada in respect of their registered plans and non-registered accounts which are based in Canada.

21. When acting on behalf of iUSA, each Dual Representative currently advises only U.S. Clients.

22. iUSA and the Dual Representatives, acting on behalf of iUSA, desire to advise Ex-U.S. Clients with respect to the trading of securities in their U.S. Plans despite such Ex-U.S. Clients' residency in the Jurisdiction and Other Jurisdictions. A Dual Representative, acting on behalf of iUSA would only advise Ex-U.S. Clients resident in the Jurisdiction or in the Other Jurisdictions if she or he is registered as a dealing representative of iAPW in the relevant jurisdiction in which the Ex-U.S. Clients reside.

23. As a newly registered investment adviser under the 1940 Act, iUSA is in the initial stage of its operations and having only started offering its services to U.S. Clients in July 2022, the impact of the advice that iUSA proposes to provide to Ex-U.S. Clients, when compared to the overall advising activities of iUSA, may fluctuate significantly in iUSA's initial stage of operations.

24. It is iUSA's intention that, by the date that is 18 months after the date of this decision, the advice that it will provide to Ex-U.S. Clients will be ancillary to iUSA's principal business which is advising U.S. Clients and that, as iUSA's client base continues to grow, U.S. Clients will comprise most of iUSA's total revenue and Ex-U.S. Clients will represent less than 10% of its total revenue by the date that is 18 months after the date of this decision.

25. By the date that is 18 months after the date of this decision, iUSA expects that the amount of revenue derived from Ex-U.S. Clients will represent less than 10% of its total revenue at the end of each quarter in any financial year. If the total revenue derived from Ex-U.S. Clients exceeds 10% of its total revenue at the end of each quarter in any financial year, iUSA will file within 10 days a letter to the OSC advising of same. The letter will refer to this decision and the requirement, and identify the percentage of the revenue derived from Ex-U.S. Clients, and the date on which the revenue exceeded 10% of its total quarter-end revenue. The letter will also refer to the date on which the exceeded threshold was discovered.

26. The Dual Representatives have the proficiency, education and experience to provide advice to Ex-U.S. Clients with respect to the trading of securities in their U.S. Plans.

27. Pershing will provide trading, custody, clearing and settlement services for all Ex-U.S. Clients of iUSA (in respect of their U.S. Plans) pursuant to the Brokerage Custody Agreement.

28. Pershing Advisor Solutions and its affiliates rely upon the exemption from the dealer registration requirement of the securities laws of the Jurisdiction and each of the Other Jurisdictions pursuant to s 8.18 of National Instrument 31-103 ("NI 31-103") Registration Requirements, Exemptions and Ongoing Registrant Obligations in connection with inter alia trades in "foreign securities" with a "permitted client" (each as defined in NI 31-103). Therefore, iUSA and the Dual Representatives will only advise Ex-U.S. Clients who are "permitted clients" with respect to the trading of "foreign securities" (each as defined in NI 31-103) in their U.S. Plans while Pershing Advisor Solutions and its affiliates act as dealers in respect of Ex-U.S. Client accounts.

29. When providing advice to Ex-U.S. Clients with respect to the trading of securities in their U.S. Plans, iUSA and the Dual Representatives will comply with U.S. federal securities law and any other applicable U.S. securities law.

30. For purposes of the Act, and as a market participant, each of the Filers is required by subsection 19(1) of the Act to: (i) keep such books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs, and the transactions that it executes on behalf of others; and (ii) keep such books, records and documents as may otherwise be required under the Act.

31. All Ex-U.S. Clients of iUSA will enter into a client agreement and associated account opening documentation with iUSA. All communications with Ex-U.S. Clients will be through iUSA and the Dual Representatives and will be under iUSA branding.

32. To avoid client confusion, all Ex-U.S. Clients of iUSA will receive disclosure that explains the relationship between iUSA and iAPW.

33. iUSA confirms that there are currently no regulatory actions of the type contemplated by the Notice of Regulatory Action attached as Appendix "A" hereto in respect of iUSA or any predecessors or specified affiliates of iUSA. iAPW is in compliance with its obligations under applicable securities law to report regulatory actions relating to iAPW and its specified affiliates to securities regulators and/or self-regulatory organizations having jurisdiction over iAPW.

AND WHEREAS upon being satisfied that it would not be prejudicial to the public interest for the OSC to grant the Requested Exemptive Relief on the basis of the terms and conditions proposed,

IT IS ORDERED that pursuant to subsection 74(1) of the Act, the Requested Exemptive Relief is granted, provided that:

a) the advice is for an individual who is ordinarily resident in Canada but previously resident in the U.S., if such advice is in respect of the Ex-U.S. Client's U.S. Plan, and

I. the U.S. Plan is located in the U.S.;

II. the Ex-U.S. Client is a holder of or contributor to the U.S. Plan; and

III. the Ex-U.S. Client was previously resident in the U.S.;

b) the only physical presence or offices that iUSA has in the Jurisdiction and Other Jurisdiction are the premises that it shares with iAPW;

c) iUSA does not advertise for or solicit new clients in the Jurisdiction;

d) iUSA remains registered as an investment adviser under the 1940 Act;

e) iUSA and each of the Dual Representatives are in compliance with and remain in compliance with any applicable adviser licensing or registration requirements under applicable U.S. securities legislation;

f) iAPW remains registered under the Act as an investment dealer and is a dealer member of IIROC;

g) each Dual Representative providing advice on behalf of iUSA is registered under the Act as a dealing representative in a category that would permit it to advise Ex-U.S. Clients with respect to the trading of securities in their U.S. Plans in compliance with the Act, as if the U.S. Plans were instead tax-advantaged retirement savings plan located in Canada;

h) iUSA will notify the OSC of any regulatory action after the date of this decision in respect of the Filer, or any predecessors or specified affiliates of iUSA by completing and filing Form 32-102F2, as may be amended from time to time, with the OSC within 10 days of the commencement of such action;

i) iAPW complies with its obligations under applicable securities law to report regulatory actions relating to iAPW and its specified affiliates to securities regulators and/or self regulatory organizations having jurisdiction over iAPW;

j) iUSA discloses to the Ex-U.S. Clients that it, and the Dual Representatives providing advice on its behalf, are not subject to full regulatory requirements otherwise applicable under the Act;

k) iUSA and the Dual Representatives, will, in the course of their dealings with Ex-U.S. Clients, act fairly, honestly and in good faith;

l) iUSA:

I. enters into customer agreements and associated account opening documentation with all Ex-U.S. Clients, such that all communications with Ex-U.S. Clients will be through iUSA and the Dual Representatives, and will be under iUSA branding;

II. provides all Ex-U.S. Clients with disclosure that explains the relationship between iUSA and iAPW;

m) the execution of each trade identified or recommended by iUSA, and each Dual Representative providing the advice on its behalf, for an Ex-U.S. Client resident in the Jurisdiction, or in one of the Other Jurisdictions, will be conducted by a person registered as a dealer under the Act in a category that would permit them to execute the trade, or otherwise exempt them from the dealer registration requirement of the securities laws of the relevant jurisdiction in which the Ex-U.S. Client resides for purposes of the trade;

n) 9 months after the date of this decision (the "Notice Date"), iUSA notifies the OSC of the percentage of the revenue derived from Ex-U.S. Clients compared to its total revenue, as of the Notice Date;

o) if the revenue iUSA derives from Ex-U.S. Clients is expected to exceed 10% of its total revenue 18 months after the date of this decision, iUSA takes reasonable steps to reduce its client base or obtain registration as an adviser in the Jurisdiction by the date that is 18 months after the date of this decision (taking into consideration the OSC's service standards for reviews of registration applications for new business submissions);

p) if this decision does not terminate pursuant to condition (r)(I), and if iUSA's revenue derived from Ex-U.S. Clients ("Ex-U.S. Revenue") at the end of a quarter in any given financial year exceeds 10% of iUSA's total quarter-end revenue to date for that financial year, iUSA will, within 10 days of making that determination, do the following,

I. cease charging and/or accruing Ex-U.S. Revenue until such time as:

A) iUSA has been notified in writing by the OSC that all requirements of paragraph p)II) below, and all requirements of the Remediation Plan (as that term is defined below), have been satisfied;

B) iUSA has paid all capital market participation fees and associated late fees, calculated in accordance with OSC Rule 13-502 Fees, that would have been payable by it for the financial year in which its Ex-U.S. Revenue exceeded 10% of its total annual revenue to date, had it been registered under the Act for the duration of that financial year;

II. deliver to the OSC a letter that does the following:

A) refers to this decision and the requirements of this paragraph p),

B) identifies the date the Ex-U.S. Revenue exceeded 10% of iUSA's total quarter-end revenue to date,

C) identifies the Ex-U.S. Revenue as a percent of total quarter-end revenue to date as of the date the 10% threshold was exceeded,

D) explains why the 10% threshold was exceeded, and

E) provides a plan that is satisfactory to the OSC that describes what remedial actions iUSA will take in response to the fact that the Ex-U.S. Revenue has exceeded the 10% threshold, including for example and without limitation, reducing its client base or applying for appropriate registration under the Act (the "Remediation Plan"),

q) iUSA will not take any steps towards completing the Remediation Plan until the firm has received written confirmation from the OSC that the Remediation Plan is acceptable to the OSC. Upon receipt of such written confirmation, iUSA shall carry out the Remediation Plan in a timely fashion.

r) this decision will terminate on the earlier of:

I. 18 months after the date of this decision, if, at that date, the Ex-U.S. Revenue exceeds 10% of iUSA's total revenue to date for that financial year;

II. five years after the date of this decision; and

III. the coming into force of a change in Ontario securities law (as defined in the Act) that exempts iUSA from the registration requirement in the Act in connection with the advice it provides to an Ex-U.S. Client with respect to the U.S. Plan on terms and conditions other than those set out in this decision.

Dated at Toronto this 24th day of February 2023.

Appendix "A"

FORM 32-102F2 NOTICE OF REGULATORY ACTION

Definitions

Parent-- a person or company that directly or indirectly has significant control of another person or company.

Significant control a person or company has significant control of another person or company if the person or company:

• directly or indirectly holds voting securities representing more than 20 per cent of the outstanding voting rights attached to all outstanding voting securities of the other person or company, or

• directly or indirectly is able to elect or appoint a majority of the directors (or individuals performing similar functions or occupying similar positions) of the other person or company.

Specified affiliate -- a person or company that is a parent of a firm, a specified subsidiary of a firm, or a specified subsidiary of a firm's parent.

Specified subsidiary -- a person or company of which another person or company has significant control.

All of the questions below apply to any jurisdiction and any foreign jurisdiction. The information must be provided in respect of the last 7 years.

1. Has the firm, or any predecessors or specified affiliates of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, self-regulatory organization (SRO) or similar agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization?

Yes________ No________

If yes, provide the following information for each settlement agreement:

- - - - - - - - - - - - - - - - - - - -

Name of entity

Regulator/organization

Date of settlement (yyyy/mm/dd)

Details of settlement

Jurisdiction

- - - - - - - - - - - - - - - - - - - -

2. Has any financial services regulator, securities or derivatives exchange, SRO or similar organization:

		Yes	No
(a)	Determined that the firm, or any predecessors or specified affiliates of the firm violated any securities regulations or any rules of a securities or derivatives exchange, SRO or similar organization?	_____	_____
(b)	Determined that the firm, or any predecessors or specified affiliates of the firm made a false statement or omission?	_____	_____
(c)	Issued a warning or requested an undertaking by the firm, or any predecessors or specified affiliates of the firm?	_____	_____
(d)	Suspended or terminated any registration, licensing or membership of the firm, or any predecessors or specified affiliates of the firm?	_____	_____
(e)	Imposed terms or conditions on any registration or membership of the firm, or predecessors or specified affiliates of the firm?	_____	_____
(f)	Conducted a proceeding or investigation involving the firm, or any predecessors or specified affiliates of the firm?	_____	_____
(g)	Issued an order (other than an exemption order) or a sanction to the firm, or any predecessors or specified affiliates of the firm for securities or derivatives-related activity (e.g. cease trade order)?	_____	_____

If yes, provide the following information for each action:

Name of Entity
Type of Action
Regulator/organization
Date of action (yyyy/mm/dd)	Reason for action
Jurisdiction

3. Is the firm aware of any ongoing investigation of which the firm or any of its specified affiliates is the subject?

Yes________ No________

If yes, provide the following information for each investigation:

- - - - - - - - - - - - - - - - - - - -

Name of entity

Reason or purpose of investigation

Regulator/organization

Date investigation commenced (yyyy/mm/dd)

Jurisdiction

- - - - - - - - - - - - - - - - - - - -

- - - - - - - - - - - - - - - - - - - -

Name of firm

Name of firm's authorized signing officer or partner

Title of firm's authorized signing officer or partner

Signature

Date (yyyy/mm/dd)

- - - - - - - - - - - - - - - - - - - -

Witness

The witness must be a lawyer, notary public or commissioner of oaths.

- - - - - - - - - - - - - - - - - - - -

Name of witness

Title of witness

Signature

Date (yyyy/mm/dd)

- - - - - - - - - - - - - - - - - - - -

This form is to be submitted through the Ontario Securities Commission's Electronic Filing Portal: https://www.osc.gov.on.ca/filing