Promutuel Capital Trust Company Inc. and Promutuel Capital Financial Services Firm Inc.

Headnote

National Policy 11-203 -- Process for Exemptive Relief Applications In Multiple Jurisdictions -- National Instrument 33-109 -- Registration Information (NI 33-109) -- relief granted from the requirements of sections 2.2, 3.3, 4.3 and 5.2 of NI 33-109 in order to take advantage of the bulk transfer exemption provisions of Policy Statement/Companion Policy 33-109CP to NI 33-109.

Applicable Ontario Statutory Provisions

National Instrument 33-109 Registration Information.

May 30, 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

PROMUTUEL CAPITAL TRUST COMPANY INC.

("Promutuel Capital")

AND

IN THE MATTER OF

PROMUTUEL CAPITAL FINANCIAL SERVICES FIRM INC.

(THE "SUB")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions ("Decision Maker") has received an application from Promutuel Capital and the Sub (together the "Filers") for a decision under the securities legislation of the Jurisdictions (the "Legislation") for relief from the requirements of Sections 2.2, 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 marches financiers of Québec is the principal regulator for this application;

(b) 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 in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador, as well as in the Northwest Territories; 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 represented by Promutuel Capital and the Sub:

1. The Parent is a trust company whose head office is located at 1091, Grande Allée Ouest, Québec, Québec G1S 4Y7.

2. The parent is duly registered with the Autorité des marchés financiers du Québec and carries on its trust activities in Québec only. The Parent is also registered as a multi-sector firm under an Act respecting the distribution of financial products and services (Québec) and holds NRD account number 20040.

3. The Parent currently has approximately 400 registered representatives and permitted individuals registered with the Autorité under the Parent's NRD account number. These employees may be classified in three groups by time of arrival:

(a) approximately 80 representatives who joined the Parent on an individual basis from time to time since the inception of the Parent's mutual fund dealer business in 1999;

(b) approximately 150 representatives who joined the Parent by way of a bulk transfer from Gestion du Patrimoine Tandem inc. ("Tandem") in 2005;

(c) approximately 170 representatives registered as mutual fund representatives who have joined the Parent by way of a bulk transfer from Triglobal Capital Management Inc. ("Triglobal") under a Purchase and Sale Agreement dated January 18, 2008.

All of the representatives in groups (a) and (b) carry on their activities in Québec only and represent 60% of the total number of about 380 representatives acting in the name of the Parent.

Representatives being transferred to the Parent from Triglobal carry on part of their activities in Québec and part in jurisdictions outside Québec, as follows as of the date hereof:

Jurisdiction	Number of client	Percentage of client in jurisdiction
British Columbia (x)	52	.150%
Alberta (x)	60	.173%
Saskatchewan	3	.009%
Manitoba (x)	31	.089%
Ontario (x)	1298	3.747%
New Brunswick	8	.023%
Nova Scotia (x)	12	.035%
Newfoundland and Labrador	1	.003%
Northwest Territories	0	0%
Total clients with Promutuel Capital	34,638

This is total number of clients served by Promutuel Capital without taking into account potential departures to follow representatives that have already left in Ontario.

(d) Currently, there are 10 permitted individuals under the Parent's NRD number who are officers and employees of the Parent related to the Parent's regulated activities; these permitted individuals are all residents of Québec;

4. The Parent is arranging for the assignment to the Sub of its registered business together with the registered representatives, permitted individuals, other employees and supporting equipment dedicated to such activities.

5. The Sub was constituted on January 21, 2008 under the name of 9192-0298 Québec inc., which name was changed on March 4, 2008 to its current one.

6. The address of the head office of the Sub is located at 1091, Grande Allée Ouest, Québec, Québec, G1S 4Y7.

7. The Sub submitted to the Autorité an application to be registered as a multi-sector firm, including in the growth savings plan sector (mutual fund dealer), on April 18, 2008 and has filed on May 9, 2008 an application under NI 31-101 to use the National Registration System and to be given an NRD number under NI 31-102. The Sub is in the process of obtaining an NDR account number.

8. the number of mutual fund representatives to be transferred across Canada is significant (400);

9. the number of mutual fund representatives that are located in Québec is significant (380), certain of these representatives are also registered in other provinces: 6 in British Columbia, 10 in Alberta, 1 in Manitoba, 55 in Ontario, 4 in Nova Scotia;

10. the number of mutual fund representatives located outside Québec aggregate 10 in Ontario. Of these representatives, 5 are also registered in Québec;

11. The Filers are not in default of securities legislation in any Jurisdiction.

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 arrangement in advance of the bulk transfer.