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

Incoming Letter

The Incoming Letter is in Acrobat format.