National Bank Financial Inc. and National Bank Financial Ltd. - para. 2.1(2) of OSC Rule 31-502

Headnote

Previously extra-provincially registered salespersons of the Applicants are exempt from the post registration proficiency requirements under paragraph 2.1(2) of Rule 31-502 Proficiency Requirements for Registrants, subject to conditions.

Rules Cited

Ontario Securities Commission Rule 31-502 Proficiency Requirements for Registrants, s. 2.1(2) and s. 4.1.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, C. S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

NATIONAL BANK FINANCIAL INC. AND

NATIONAL BANK FINANCIAL LTD.

EXEMPTION ORDER

(Rule 31-502)

WHEREAS National Bank Financial Inc. (NBFI) and National Bank Financial Ltd. (NBFL) (the Applicants) have applied for an exemption pursuant to section 4.1 of Ontario Securities Commission Rule 31-502 -- Proficiency Requirements for Registrants (the OSC Proficiency Rule) from the provisions of paragraph 2.1(2) of the OSC Proficiency Rule (the OSC Requirement).

AND WHEREAS, the OSC Requirement provides that the registration of a salesperson is suspended on the last day of the thirtieth month after the date registration as a salesperson was granted to that salesperson unless the salesperson has completed the Professional Financial Planning Course (the PFP Course) or the first course of the Canadian Investment Management Program (the CIM Program) and has delivered the prescribed notice to the Director of the Ontario Securities Commission;

AND WHEREAS unless otherwise defined or the context otherwise requires, terms used herein have the meaning set out in Ontario Securities Commission Rule 14-501 -- Definitions;

AND WHEREAS the Director has considered the application and the recommendation of staff of the Ontario Securities Commission;

AND WHEREAS the Applicants have represented to the Director that:

1. NBFI is registered under the Act as a dealer in the category of investment dealer. NBFI is a member of the Investment Dealers Association of Canada (the IDA) and the Bourse de Montréal Inc., and is a participating organization of the Toronto Stock Exchange;

2. NBFL is registered under the Act as a dealer in the category of investment dealer and is a member of the IDA;

3. The requirement of the IDA that a registered representative (a Salesperson) of an investment dealer that is a member of the IDA (a Dealer) complete the first course of the CIM Program within thirty months of registration (the IDA Requirement) first became effective on January 1, 1994 (the IDA Effective Date); 4. Salespersons who were registered to trade on behalf of a Dealer in a jurisdiction immediately prior to the IDA Effective Date are exempt from the IDA Requirement;

5. The OSC Proficiency Rule which became effective on August 17, 2000 (the Rule Effective Date) adopted and expanded the IDA Requirement, but did not exempt Salespersons who were registered to trade on behalf of a Dealer in another jurisdiction prior to the IDA Effective Date from the OSC Requirement; and

6. Salespersons of the Applicants who have been registered to trade on behalf of a Dealer under the securities legislation of a jurisdiction other than Ontario immediately prior to the IDA Effective Date and who were first registered to trade on behalf of a Dealer under the Act after the Rule Effective Date are subject to the OSC Requirement;

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

NOW THEREFORE, pursuant to section 4.1 of the OSC Proficiency Rule, Salespersons of the Applicants are not subject to the OSC Requirement;

PROVIDED THAT:

(A) immediately prior to the IDA Effective Date, the particular Salesperson was registered under the securities legislation of one or more jurisdictions other than Ontario as a salesperson of a Dealer that was then registered under such legislation as an investment dealer (or the equivalent) and the registration of the Salesperson was not specifically restricted to the sale of mutual funds or non-retail trades; and

(B) after the IDA Effective Date, that Salesperson was either registered to trade on behalf of a Dealer continuously in one or more jurisdictions other than Ontario, or any period after the IDA Effective Date in which the Salesperson's registration to trade on behalf of a Dealer was suspended or in which the Salesperson was not so registered does not exceed three years.

November 28, 2003.