IPC Investment Corporation and Partners in Planning Financial Services Ltd.

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 under 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.

Companion Policy 33-109CP.

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

May 26, 2011

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 INVESTMENT CORPORATION (IPC) AND

PARTNERS IN PLANNING FINANCIAL SERVICES

LTD. (PIPFS) (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 pursuant to section 7.1 of National Instrument 33-109 Registration Information (NI 33-109) to allow the bulk transfer of the specified business locations and registered individuals of PIPFS to IPC (the Bulk Transfer), on or about June 1, 2011 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:

(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 by each of the Filers on the same basis in each of the provinces and territories of Canada other than Ontario (collectively 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:

(a) IPC

1. IPC is a corporation incorporated under the Business Corporations Act (Ontario) and has its head office at 2680 Skymark Avenue, Suite 700, Mississauga, Ontario.

2. All of the shares of IPC are owned by Investment Planning Counsel Inc.

3. IPC currently is registered as a mutual fund dealer in all of the Jurisdictions and is a member of the Mutual Fund Dealers Association of Canada (the MFDA).

4. IPC is not in default of the securities legislation in any of the Jurisdictions.

(b) PIPFS

5. PIPFS is a corporation amalgamated under the Canada Business Corporations Act and has its head office at Royal Bank Building, 7th Floor, 2010 -- 11th Avenue, Regina, Saskatchewan S4P 0J3. It plans to continue under the laws of Ontario prior to the Effective Date.

6. All of the shares of PIPFS also are owned by Investment Planning Counsel Inc.

7. PIPFS currently is registered as a mutual fund dealer in all of the Jurisdictions and an exempt market dealer in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Ontario and Saskatchewan. PIPFS is a member of the MFDA.

8. PIPFS is not in default of the securities legislation in any of the Jurisdictions.

(c) The Transaction

9. Subject to all necessary approvals, IPC and PIPFS plan to amalgamate on the Effective Date. It is intended that the amalgamated company (Amalco) will be known as IPC Investment Corporation and its head office will be the same as that of IPC.

10. Amalco will continue the business of IPC and PIPFS.

11. On or about June 1, 2011, as a result of an amalgamation, all of the current registrable activities of the Filers will become the responsibility of Amalco. Amalco will assume all of the existing registrations and approvals for all of the registered individuals and all of the locations of the Filers. It is not anticipated that there will be any disruption in the ability of the Filers to trade or advise on behalf of their respective clients prior to the amalgamation and Amalco should be able to trade or advise immediately after the amalgamation.

12. Amalco will be registered in the same categories of registration and in the same jurisdictions as PIPFS was registered immediately prior to the amalgamation.

13. Amalco will carry on the same business of the Filers in substantially the same manner with essentially the same personnel.

14. The Exemption Sought will not be contrary to the public interest and will have no negative consequences on the ability of Amalco to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of the Filers.

15. Given the significant number of locations and number of registered individuals of PIPFS transferring to Amalco, it would be extremely difficult to transfer each to Amalco in accordance with the requirements of NI 33-109. Moreover, it is imperative that the transfer of the locations and individuals occur on the same date, in order to ensure that there is no break in registration.

16. The head office of Amalco will be 2680 Skymark Avenue, Suite 700, Mississauga, Ontario, L4W 5L6.

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 Filers make acceptable arrangements with CDS Inc. for the payment of the costs associated with the Bulk Transfer, and make such payment in advance of the Bulk Transfer.