Aegon Dealer Services Canada Inc. and Investia Financial Services Inc.

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.

Applicable Ontario Statutory Provisions

National Instrument 33-109 Registration Information.

September 29, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

AEGON DEALER SERVICES CANADA INC.

("ADSCI")

AND

IN THE MATTER OF

INVESTIA FINANCIAL SERVICES INC.

("INVESTIA")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions ("Decision Maker") has received an application dated June 20, 2008 from Investia ("Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") for relief from the requirements of Sections 2.2, 3.2, 3.3, 4.3 and 5.2 of National Instrument 33-109 -- Registration Information ("NI 33-109") in order to take advantage of the bulk transfer exemption provisions of Policy Statement/Companion Policy 33-109 CP to NI-33-109 ("33-109 CP").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions for a dual application:

(a) the Autorité des marchés financiers of Québec (the "Autorité") is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince-Edward-Island, Newfoundland and Labrador, the Northwest Territories, Yukon and Nunavut (the "Other Jurisdictions"); and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, National Instrument 31-102 National Registration Database ("NI 31-102") and NI 33-109 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts and submissions represented by the Filer:

Facts

1. Investia is a corporation continued under the Canada Business Corporations Act ("CBCA") on June 27, 2008. It is a wholly-owned subsidiary of Industrial Alliance Insurance and Financial Services Inc. ("IA"). The address of the registered office of Investia is 1080, Grande Allée West, Québec, Québec, G1K 7M3.

2. Investia is registered as a group savings plan brokerage firm in Québec, as a mutual fund dealer in all other provinces and territories of Canada and as a limited market dealer in Ontario and Newfoundland and Labrador. Investia is also a Level 4 member of the Mutual Fund Dealers Association of Canada ("MFDA").

3. AEGON Dealer Services Canada Inc. is a corporation continued under the CBCA ("ADSCI"). It is registered as a group savings plan brokerage firm in Québec, as a mutual fund dealer in all of the other provinces of Canada and as a limited market dealer in Ontario and Newfoundland and Labrador. ADSCI is also a Level 4 member of the MFDA. The registered office of ADSCI, formerly located at 5000 Yonge Street, Toronto, Ontario M2N 7J8, was changed as of September 2, 2008, to 522 University Avenue, Toronto, Ontario M5G 1Y7.

4. National Financial Corporation is a corporation continued under the CBCA ("NFC"). It is a holding company and holds the shares of its subsidiaries, including ADSCI. It is wholly owned by Investia. Its registered office is at the same location as ADSCI's.

5. Investia has acquired NFC and its subsidiaries, including ADSCI, on July 1, 2008 and intends to integrate the mutual fund dealer operations of Investia and ADSCI by way of an amalgamation.

6. Investia, NFC and ADSCI would amalgamate as soon after July 1, 2008 as all requisite approvals from the regulatory authorities and the MFDA shall have been obtained. The amalgamated corporation would be named Investia Financial Services Inc. ("Amalgamated Investia").

7. Subject to obtaining all such requisite approvals, Investia, ADSCI and NFC will amalgamate by means of a vertical short-form amalgamation under the provisions of Subsection 184(1) of the CBCA with Investia acting as the "holding corporation" and both NFC and ADSCI acting as "subsidiary corporations". Prior to the amalgamation:

(a) Investia was continued as of June 27, 2008, under the CBCA pursuant to a special act of the National Assembly of Québec, designated Bill 219 "An Act respecting Investia Services Financiers Inc.", and which was adopted by the National Assembly on June 18, 2008; and

(b) ADSCI and NFC were continued as of June 27, 2008, under the CBCA pursuant to the continuance provisions of Section 177 of the Ontario Business Corporations Act ("OBCA") and of Section 187 of the CBCA;

Immediately after the amalgamation, in accordance with applicable securities laws, the registrations of the representatives and authorized persons of ADSCI will be transferred in bulk under the NRD number (as defined in NI 31-102) of Investia which Amalgamated Investia will retain after amalgamation.

8. On the date of the application, ADSCI had approximately 344 registered representatives and 13 permitted individuals registered under ADSCI's NRD number.

Representatives being transferred to Investia from ADSCI carry on their activities in various jurisdictions, as follows as of the date of the application:

Jurisdiction	Number of registered representatives in
	jurisdiction
British Columbia	122
Alberta	101
Saskatchewan	--
Manitoba	25
Ontario	153
Québec	23
New Brunswick	17
Nova Scotia	25
Newfoundland and Labrador	19
Prince Edward Island	2
Northwest Territories	--
Yukon	--
Nunavut	--

9. As of the date of the application, all the officers and employees of ADSCI, as well as certain of its registered individuals, were located in the premises of ADSCI in Toronto, as mentioned in paragraph 3 above, except for one compliance employee located in Vancouver, British Columbia. This personnel vacated these premises and moved to the premises of IA in Toronto on September 2, 2008. The other registered individuals which will be part of the bulk transfer have their working offices in various other locations and are not expected to move in the foreseeable future.

10. Investia has acquired, together with ADSCI's registered representatives, all of the client files managed by ADSCI's representatives and all of ADSCI's rights and obligations relating to its business.

11. Following the bulk transfer, this personnel and supporting equipment will remain on the premises where they have relocated on September 2, 2008, on a temporary basis, with an appropriate change in signage.

12. ADSCI is arranging for the transfer to Amalgamated Investia of its registered business together with the registered individuals, permitted individuals, other employees and supporting equipment dedicated to such activities.

13. The Filer is not in default of securities legislation in any Jurisdiction.

Exemption sought - Submissions

14. The Filer is seeking a decision under the Legislation for relief from the following requirements of the Legislation (the "Exemption Sought") in respect of a proposed bulk transfer to Amalgamated Investia of all of the registered individuals and permitted individuals associated with ADSCI on NRD as contemplated in Section 3.1 of 33-109CP:

(a) the submission of individual Forms 33-109F2, being individual applications for registration under Investia pursuant to NI 31-102;

(b) he submission of Form 33-109F3, relating to each business location, that is being transferred from ADSCI to the Filer;

(c) the submission of individual Forms 33-109F4, being individual applications for approval of permitted individuals under Investia pursuant to NI 31-102;

(d) the submission by ADSCI of individual Forms 33-109F1 for the notification of termination of employment of registered individuals pursuant to NI 31-102;

(e) the submission by ADSCI of individual Forms 33-109F1 for the notification of termination of employment of permitted individuals pursuant to NI 31-102.

15. Amalgamated Investia will hold, in all of the Jurisdictions where ADSCI is currently registered, at least the same registrations as ADSCI;

16. The amalgamation is an internal restructuring transaction between Investia and two of its subsidiaries, ADSCI and NFC, and does not involve any third parties.

17. The Filer and ADSCI have informed their representatives that, following the amalgamation, these representatives will be employed in the same capacity by Amalgamated Investia;

18. The amalgamation will not be contrary to the public interest and will not restrict Amalgamated Investia in complying with all applicable regulatory requirements in meeting its obligations towards its clients; and

19. It would be difficult, costly and time consuming to effect the transfer as a separate and distinct transfer for each registered or permitted individual while ensuring that all such transfers occur at the same time in order to preclude any disruption of individual registrations or of Amalgamated Investia's business activities.

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 Filer is not in default of securities legislation in any Jurisdiction.