Wellington West Capital Inc. and National Bank Financial Ltd.

Decision

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 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 a reorganization in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System.

National Instrument 33-109 Registration Information.

Companion Policy 33-109CP.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

October 28, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

WELLINGTON WEST CAPITAL INC. (WWCI)

AND

NATIONAL BANK FINANCIAL LTD.

(NBFL, and, together with WWCI, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief from sections 2.2, 2.3, 2.5, 3.2 and 4.2 pursuant to section 7.1 of National Instrument 33-109 Registration Information (NI 33-109) to allow the bulk transfer (the Bulk Transfer) of all the registered individuals and all the locations, to the exception of those in Quebec and New Brunswick, of WWCI to NBFL, on or about October 31, 2011 in accordance with section 3.4 of the Companion Policy to NI 33-109 (the Exemption Sought).

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

a) the Ontario Securities Commission (OSC) is the principal regulator for this application; and

b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in all of the other provinces and territories of Canada, excluding Quebec and New Brunswick.

Interpretation

Terms defined in MI 11-102 and National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. WWCI is registered in each of the provinces and territories in Canada in the category of investment dealer and as a derivatives dealer in Quebec, is a member of the Investment Industry Regulatory Organization of Canada (IIROC) and the TSX Venture Exchange (TSXV). WWCI has its head office in Manitoba.

2. NBFL is registered in each of the provinces and territories in Canada, excluding Quebec and New Brunswick, in the category of investment dealer and as a futures commission merchant in each of Manitoba and Ontario, is a member of IIROC and has its head office in Ontario.

3. Each of the filers is an indirectly wholly-owned subsidiary of National Bank of Canada (NBC), a Schedule I Canadian chartered bank.

4. The Filers are not, to the best of their knowledge, in default of any requirement of securities legislation in any province or territory of Canada.

5. Effective on or about October 31, 2011, as part of a proposed integration/combination of Wellington West registered firms into or with NBC registered firms, the Quebec and New Brunswick business of WWCI will be transferred to National Bank Financial Inc.(NBFI), another wholly-owned subsidiary of NBC. Shares of WWCI will then be transferred to NBFL, at which time WWCI will wind up into NBFL so that NBFL will continue to carry on the registerable activities formerly carried on by WWCI outside of Quebec and New Brunswick.

6. On September 30, 2011, appropriate notifications to, and requests for non-objections/approvals from the securities regulatory authorities, IIROC and TSXV are being made by letter in regards to the proposed integration/combination of Wellington West registered firms into or with NBC registered firms.

7. Effective on or about October 31, 2011, all of the current existing registrations and approvals for all WWCI's registered individuals, permitted individuals, other employees and business locations outside of Quebec and New Brunswick will be transferred to NBFL (the Bulk Transfer). The Quebec and New Brunswick business of WWCI will be transferred manually to NBFI.

8. The Filers do not anticipate that there will be any disruption in the ability of the Filers to trade or advise on behalf of their respective clients either immediately before or immediately after the Bulk Transfer.

9. NBFL will carry on the same securities business of WWCI in substantially the same manner as WWCI prior to the Bulk Transfer and with essentially the same personnel.

10. NBFL will accept responsibility for WWCI's outstanding liabilities effective as of October 31, 2011.

11. NBFL is registered in the same category of registration that WWCI is currently registered in each of the provinces and territories in Canada, excluding Quebec and New Brunswick.

12. Clients of WWCI whose accounts will be transferred to NBFL have been given prior notice in accordance with section 14.11 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

13. Given the significant number of individuals and affected business locations of WWCI, it would be unduly time-consuming to individually transfer all affected business locations and individuals to NBFL 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.

14. The Bulk Transfer will not be contrary to the public interest and will have no negative consequence on the ability of the Filers to comply with all applicable regulatory requirements or the ability to satisfy any obligations to their clients.

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.

"Erez Blumberger"
Deputy Director,
Compliance and Registrant Regulation
Ontario Securities Commission