National Bank Financial Inc. and National Bank Financial Ltd. - s. 4.1 of Rule 31-502

Headnote

Salespersons of the Applicants who were previously registered in another Jurisdiction prior to January 1, 1994 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, subsection 2.1(2), and section 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.

ORDER

(Section 4.1 of Rule 31-502)

UPON the Director having received the application (the Application) of National Bank Financial Inc. (NBFI) and National Bank Financial Ltd. (NBFL and, together with NBFI, the Applicants) 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 subsection 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 the registration was granted, unless the salesperson has: (a) completed the Wealth Management Essentials Course (the WME Course) before the registration was granted, or (b) before the end of the thirty month period, completed the WME Course;

AND UPON considering the Application and the recommendation of staff of the Ontario Securities Commission;

AND UPON 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 Industry Regulatory Organization of Canada (IIROC) 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 IIROC.

3. Rule 2900 -- Proficiency and Education (Rule 2900) of IIROC's Dealer Member Rules sets out proficiency requirements for persons registered with IIROC. Consistent with the OSC Requirement, paragraph A.3(c) of Part I of Rule 2900 (the IIROC Proficiency Rule) requires registered representatives (salespersons) of investment dealers who are IIROC members (Dealers) to have successfully completed the WME Course within thirty months of approval.

4. The IIROC Proficiency Rule first became effective on January 1, 1994 (the IIROC Effective Date). Part II of Rule 2900 includes a 'grandfather clause' whereby salespersons who were registered to trade on behalf of a Dealer in a jurisdiction immediately prior to the IIROC Effective Date are exempted from the IIROC Proficiency Rule.

5. The OSC Proficiency Rule, which became effective on August 17, 2000 (the Rule Effective Date), adopted and expanded the IIROC Proficiency Rule, but did not include a similar 'grandfather clause' exempting salespersons who were registered to trade on behalf of a Dealer immediately prior to the IIROC Effective Date from the OSC Requirement. As such, 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 IIROC 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.

6. Until recently, both the IIROC Proficiency Rule and the OSC Requirement required that, within 30 months of initial approval, a salesperson must have completed either the Professional Financial Planning Course (the PFP Course) or the first course of the Canadian Investment Management Program (the CIM Program and, together with the PFP Course, the Previous Courses). Both the IIROC Proficiency Rule and the OSC Requirement were recently amended by replacing the Previous Courses with the WME Course.

7. In an order dated November 28, 2003, the Applicants had previously obtained an exemption from the OSC Requirement which referenced the Previous Courses. The Applicants now require new exemptive relief from the OSC Requirement which reflects the WME Course.

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

IT IS ORDERED, pursuant to section 4.1 of the OSC Proficiency Rule, that salespersons of the Applicants are not subject to the OSC Requirement, provided that:

(a) immediately prior to the IIROC 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 IIROC 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 IIROC 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.

February 9, 2009