National Bank Financial Inc. et al. - ss. 74(1)

Headnote

U.S. registered broker-dealer, which is an indirectlywholly owned subsidiary of an Ontario registered dealer, exemptedfrom the requirements of subsection 25(1)(a) of the Act withrespect to trades effected by salespersons who are registeredrepresentatives of both broker-dealer and investment dealer,where trades are made with or on behalf of persons or companieswho are resident in the U.S. - Salespersons of broker-dealeralso exempted from requirements of subsection 25(1)(a) of theAct with respect to their trading on behalf of broker-dealer.- Broker-dealer and salespersons of broker-dealer to complywith all applicable United States securities law. - Broker-dealerwill not trade with or on behalf of persons or companies whoare resident in Canada.

Statues Cited

Securities Act, R.S.O. 1990, c. S.5, as amended,ss. 25(1)(a), 74(1).

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

NATIONAL BANK FINANCIAL INC.,

NBC INTERNATIONAL (USA) INC.AND

NBF SECURITIES (USA) CORP.

ORDER

(Section 74(1) of the Act)

UPON the application of National BankFinancial Inc. ("NBF"), NBC International (USA) Inc.("NBCI") and NBF Securities (USA) Corp. ("NSCo")to the Ontario Securities Commission (the "Commission")pursuant to section 74(1) of the Securities Act (Ontario)(the "Act") for a ruling that where persons who aresalespersons or officers of NSCo and who are also registeredunder the Act to trade on behalf of NBF as salespeople or officersof NBF ("dual representatives") act on behalf of NSCoin respect of trades in securities with or for persons or entitieswho are resident in the United States ("US Clients"),the dual representatives and NSCo shall not be subject to section25(1) of the Act;

AND UPON considering the applicationand the recommendation of staff of the Commission;

AND UPON representation to the Commissionthat:

1. NBF is a registered dealer under the Actand is a member of the Investment Dealers Association of Canada;

2. NBCI is incorporated under the laws ofthe province of Ontario and was formerly known as First Marathon(U.S.A.) Inc. It is a wholly owned subsidiary of NBF. Thehead office of NBC International Canada is located in Toronto;

3. NBCI is a broker-dealer registered underthe US Securities Exchange Act of 1934, as amended,and is a member of the National Association of SecuritiesDealers, Inc;

4. NBCI was established as a vehicle for tradingin Canadian securities with or on behalf of US Clients, primarilyinstitutional investors. NBCI is also a market maker in NasdaqCanada Market listed securities and is registered under thesecurities laws of the province of Quebec as a dealer witha practice limited to Nasdaq market making and intermediaryactivities;

5. NBCI does not trade in securities withor on behalf of persons or entities who are resident in Canada;

6. where NBCI trades with or on behalf ofUS Clients, NBCI and any dual representatives who act on behalfof NBCI in respect of such trades are required to comply withapplicable US securities laws;

7. First Marathon (U.S.A.) Inc., a predecessorof NBCI, and its dual representatives were granted discretionaryrelief from the registration requirements of section 25(1)(a)with respect to trading in securities with US Clients;

8. as part of an internal corporate reorganization,all of the assets of NBCI will be transferred to NSCo. NSCois a newly formed Nova Scotia unlimited liability companyand an indirect, wholly owned subsidiary of NBF;

9. NSCo will not at any time trade in securitieswith or on behalf of Canadian investors; and

10. absent the ruling requested, NSCo andregistered representatives employed by NBF and NSCo, wouldnot have the benefit of the relief granted to its predecessor,First Marathon (U.S.A) Inc;

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED, pursuant to section74(1) of the Act, that:

1) dual representatives shall not be subjectto the registration requirements of section 25(1)(a) ofthe Act where the dual representative acts on behalf ofNSCo in respect of trades in securities with or for US Clients,provided that the dual representative complies with applicableUS securities laws; and

2) NSCo shall not be subject to the requirementsof paragraph 25(1)(a) of the Act with respect to tradingin securities with or on behalf of U.S. Clients providedthat:

i) NSCo complies with all registrationand other requirements under applicable United Statessecurities laws;

ii) a dual representative acts on behalfof NSCo in respect of such trading; and

iii) NSCo shall file with the Commissionsuch reports as to trading in securities as the Commissionmay from time to time require.

November 8, 2002.

"Robert L. Shirriff"                    "HowardI. Wetston"