SEC Division of Investment Management staff letter: Industrial Alliance, Investment Management Inc.

Nov. 5, 2018

Investment Advisers Act of 1940 — Section 203(a) Industrial Alliance, Investment Management Inc.

November 5, 2018

RESPONSE OF THE CHIEF COUNSEL'S OFFICE
DIVISION OF INVESTMENT MANAGEMENT

Your letter, dated November 5, 2018 ("Letter"), requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission ("Commission") under section 203(a) of the Investment Advisers Act of 1940 ("Act") against Industrial Alliance, Investment Management Inc. ("IAIM"), a corporation incorporated under the laws of Canada, if IAIM does not register with the Commission as an investment adviser under the Act in continued reliance upon the no-enforcement letter issued by the staff of the Division of Investment Management to IAIM on March 14, 2012.[1]

Based on the facts and representations in your Letter, we would not recommend enforcement action to the Commission under section 203(a) of the Act against IAIM if IAIM does not register with the Commission as an investment adviser under the Act and provides U.S. investment advisory services to certain new wholly owned indirect subsidiaries of its parent company ("New Wholly Owned Subs"), in addition to the entities described in the 2012 Letter. In particular, our position is based on the representations of IAIM that:

1. The provision of investment advisory services to the New Wholly Owned Subs would not result in any change to the limited use of U.S. jurisdictional means by IAIM in its provision of investment advisory services, as described in the 2012 Letter; and

2. IAIM will continue to comply with all of the representations and conditions set forth in the 2012 Letter.

The statements in this letter represent the views of the Division of Investment Management.[2] This letter is not a rule, regulation or statement of the Commission, and the Commission has neither approved nor disapproved its content.

Kaitlin C. Bottock
Branch Chief

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[1] Industrial Alliance, Investment Management Inc., SEC Staff No-Action Letter (Mar. 14, 2012) ("2012 Letter").

[2] In light of the very fact specific nature of IAIM's request, the position expressed in this letter applies only to IAIM, and no other entity may rely on this position.

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The Incoming Letter is in Acrobat format.

Last Reviewed or Updated: Nov. 21, 2024

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Incoming Letter

Locke
Lord.""
1'l 1 Hurrtington Avenue
Boston, [/A 02199
Telephone: 61 7-239-0 1 00 tax.617-227-4420 www.lockelord. corn Matthew C. Dallett Partner Direct Telephone: 61 7-239-0303 Direct Fax: 866-955-8690 m atthew.dal lett@lockelord. com Bv Email November 5,2018 Kaitlin Bottock, Branch Chief Jean E. Minarick, Senior Counsel U.S. Securities and Exchange Commission Division of Investment Management, Chief Counsel's Office 100 F Street, NE Washington, DC 20549 Re: Industrial Alliance, Investment Management Inc. Dear Ms. Bottock and Ms. Minarick:
On behalf of Industrial Alliance, Investment Management Inc. ("IAIM"), a corporation incorporated under the laws of Canada, I am writing to confirm that the staff of the Division of Investment Management ("Staff') would not recommend enforcement action to the U.S. Securities and Exchange Commission ("Commission") under section 203(a) of the Investment Advisers Act of 1940 ("Act") if IAIM does not register with the Commission as an investment adviser under the Act in continued reliance upon the Staff s letter to IAIM dated March 14, 20I2.r We seek this confirmation because IAIM proposes to provide U.S. investment advisory services to certain new wholly owned indirect subsidiaries of its parent company, Industrial Alliance Insurance and Financial Services Inc. ("IAIM Parent"), in addition to the entities described in the 2012 Letter. As discussed in the 2012 Letter, IAIM is a Canadian-registered portfolio manager and investment fund manager with its principal office and place of business in Canada. IAIM has no office or place of business in the United States. IAIM is a wholly owned indirect subsidiary of IAIM Parent. IAIM provides investment advisory services to (1) Canadian clients and (2) U.S. insurance companies that are direct or indirect wholly owned subsidiaries of IAIM Parent ("U.S. Insurance Companies").2 IAIM would like to provide U.S. investment advisory services to: (l) a U.S. wholly owned indirect subsidiary of IAIM Parent that is a provider of vehicle warranty and service contracts I Industrial Alliance, Investment Management Inc., SEC Staff No-Action Letter (Mar. 14,2012) (2012 Letter"). 2 IAIM also provides investment advice to IAIM Parent, which since 20l2has established a branch office in the United States. AtlantalAustinlBnstonlChicagolCincinnati lDallaslHartfordlHongKonglHoustonlLondonlLosAngeles Miami lNewOrleanslNewYorklPrinoetonlProvidencelSanFranciscolStamfordlWashingtonDClWestPalmBeach

Kaitlin Bottock, Branch Chief
Jean E. Minarick, Senior Counsel
November 5,2018
("VSCs") and (2) a U.S. intermediate holding compary (that is also a wholly owned indirect subsidiary of IAIM Parent) for U.S. wholly owned subsidiaries of IAIM Parent, some of which are insurance companies and VSC providers (collectively, the "New Wholly Owned Subs"). As with the U.S. Insurance Companies, the assets that IAIM would manage for the New Wholly Owned Subs would be their own assets. The provision of investment advisory services to the New Wholly Owned Subs would not result in any change to the limited use of U.S. jurisdictional means by IAIM in its provision of investment advisory services, as described in the 2012Letter. IAIM will continue to comply with all of the representations and conditions set forth in the 2012 Letter. Please let me know if you need any further information. Sincerely, ryr##* cc: Marie-Michèle Turbide, Conseillère juridique Industrielle Alliance, Assurance et services financiers inc. ¡.M70t99319.2