Canadian Financial Services NT Corp. - s. 1(6) of the OBCA

Headnote

Issuer deemed to have ceased to be offering its securities to the public under the OBCA.

Statute Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c. B.16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

CANADIAN FINANCIAL SERVICES NT CORP.

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of Canadian Financial Services NT Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 1(6) of the OBCA for the Applicant to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the laws of the Province of Ontario on August 17, 2000;

2. The Applicant is an "offering corporation" as defined in the OBCA. The Applicant is not a reporting issuer in any jurisdiction in Canada;

3. The head office of the Applicant is located at 1 First Canadian Place, 4^th Floor, Toronto, Ontario, M5X 1H3;

4. To the best of its knowledge, the Applicant is not in default of any of its obligations as a reporting issuer under the Securities Act (Ontario) or the rules and regulations made thereunder;

5. The Applicant has no plans to seek public financing by offering its securities in Canada;

6. The Applicant is a passive "split share" investment company, the purpose of which is to enable investors in its capital shares (the "Capital Shares") and preferred shares (the "Preferred Shares") to satisfy separately the investment objectives of capital appreciation or dividend income with respect to common shares of selected Canadian publicly listed Schedule 1 banks, life insurance companies, investment management companies and other financial companies;

7. The articles of the Applicant were amended on October 27, 2000 to create the Capital Shares and the Preferred Shares and to amend the terms of the Applicant's class A shares. The Capital Shares and the Preferred Shares were listed on the Toronto Stock Exchange (the "TSX") under the stock symbols CFC and CFC.PR.A, respectively;

8. On December 1, 2005, all of the Applicant's outstanding Capital Shares and Preferred Shares were redeemed;

9. The Applicant's Capital Shares and Preferred Shares were delisted from the TSX on December 1, 2005 and no securities, including debt securities of the Applicant, are traded on a marketplace as defined in National Instrument 12-201 Marketplace Operation;

10. The Applicant's issued and outstanding securities currently consist of 100 class A shares; and

11. As a result of the redemption, all of the issued and outstanding securities in the capital of the Applicant are beneficially owned by 1066918 Ontario Inc. Other than class A shares, the Applicant has no securities, including debt securities, outstanding.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.

DATED this 3^rd day of February, 2006.