National Bank Securities Inc. and Altamira Financial Services Limited

Headnote

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.

October 28, 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

NATIONAL BANK SECURITIES INC. ("NBSI")

AND

ALTAMIRA FINANCIAL SERVICES LTD. ("AFSL")

(collectively, the "Filers")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions ("Decision Maker") has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the "Legislation") for relief from sections 2.2, 3.2, 3.3, 4.3 and 5.2 of National Instrument 33-109 -- Registration Information ("NI 33-109") pursuant to section 7.1 of NI 33-109 to allow the bulk transfer (the "Bulk Transfer") of all the registered individuals and all of the locations of each of NBSI and AFSL to a new amalgamated entity to be named National Bank Securities Inc. ("New NBSI"), on or about November 1, 2008 in accordance with section 3.1 of the Companion Policy to NI-33-109 (the "Exemption Sought").

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

(a) the AMF is the principal regulator for this application, as the head office of New NBSI will be located in the Province of Québec;

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Respecting Passport System ("MI 11-102") is intended to be relied upon in each of Alberta, British Columbia, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince-Edward Island, Northwest Territories, Nunavut and Yukon; 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 and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

1. NBSI was incorporated under the Canada Business Corporations Act ("CBCA") and has its head office located in Montréal, Québec.

2. NBSI is registered as a mutual fund dealer (or equivalent) in each of the provinces and territories of Canada and is a member of the Mutual Fund Dealers Association of Canada ("MFDA").

3. NBSI is not in default of securities legislation in any of province or territory of Canada.

4. AFSL was incorporated under the Business Corporations Act (Ontario) and has its head office located in Toronto, Ontario. It is proposed that AFSL will be continued under the CBCA prior to October 31, 2008 and that the head office of AFSL will change to Montréal, Québec at this time.

5. AFSL is registered as a mutual fund dealer (or equivalent) in each of the provinces and territories of Canada and is a member of the MFDA.

6. AFSL is not in default of securities legislation in any of province or territory of Canada.

7. Altamira Investment Services Inc. ("AISI") was incorporated under the CBCA and has its head office located in Montréal, Québec. It is not registered under the securities legislation of any jurisdiction.

8. AISI is not in default of securities legislation in any of province or territory of Canada.

9. Effective on or about November 1, 2008 and following the continuance of AFSL under the CBCA, it is proposed that each of NBSI, AFSL and AISI be amalgamated (the "Amalgamation").

10. An application was filed with the MFDA on or about May 9, 2008 seeking the approval of the MFDA to the amalgamation of AFSL and NBSI.

11. Effective on or about November 1, 2008, all of the current registrable activities of AFSL and NBSI will be transferred to New NBSI. New NBSI will assume all of the existing registrations and approvals for all of NBSI's and AFSL's registered representatives, permitted individuals, other employees (collectively the "Individuals") and all of the business locations of AFSL and NBSI.

12. For the purposes of the National Registration Database ("NRD"), the successor registrant to AFSL and NBSI will be NBSI.

13. The Filers do not anticipate that there will be any disruption in the ability of NBSI and/or AFSL to trade on behalf of their respective clients and New NBSI should be able to trade immediately after the Amalgamation.

14. New NBSI will continue to be registered in the same categories of registration as NBSI and AFSL across Canada and will continue to be a member of the MFDA and will subject to, and will comply with, all applicable securities legislation and rules of the MFDA.

15. The Filers have informed their representatives that, following the amalgamation, the representatives will be employed in the same capacity by New NBSI.

16. New NBSI will carry on the same securities business of NBSI and AFSL in substantially the same manner as NBSI and with essentially the same personnel as NBSI and AFSL.

17. New NBSI will have the rights of the amalgamated companies and assume their obligations.

18. Given the significant number of Individuals and affected business locations of the Filers, it would be unduly onerous and time-consuming to individually transfer all affected business locations and Individuals to New NBSI in accordance with the requirements set out in NI 33-109. Moreover, it is imperative that the transfer of the affected business locations and Individuals occur on the same date, in order to ensure that there is no break in registration, which would have a negative impact upon the clients of the Filers.

19. The Bulk Transfer will not be contrary to the public interest and will have no negative consequences on the ability of New NBSI to comply with all applicable regulatory requirements or the ability to satisfy any obligations to clients of New NBSI.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers 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.