Richardson Partners Financial Limited and GMP Private Client L.P.

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 an amalgamation 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 Registraion Information and Companion Policy 33-109CP.

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

November 10, 2009

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

RICHARDSON PARTNERS FINANCIAL LIMITED

(RPFL) AND GMP PRIVATE CLIENT L.P. (GMP)

(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 pursuant to section 7.1 of National Instrument 33-109 Registration Information (NI 33-109) to allow the bulk transfer of all of the registered individuals and all of the locations of each of the Filers to a new amalgamated entity, Richardson GMP Limited (as described below) (the Bulk Transfer), on or about November 12, 2009 in accordance with section 3.4 of the Companion Policy to NI 33-109, from the following requirements (the Exemption Sought):

1. to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.2 of NI 33-109;

2. to submit a registration application or a reinstatement notice for each individual seeking be a registered individual under section 2.2 or 2.3 of NI 33-109;

3. to submit a Form 33-109F4 or Form 33-109F7 for each permitted individual under section 2.5 of NI 33-109;

4. to notify the regulator of a change to the business location information in Form 33-109F3 under section 3.2 of NI 33-109.

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

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

(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 all of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).

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:

GMP

1. GMP is a limited partnership established pursuant to the laws of Manitoba and has a head office located in Toronto, Ontario.

2. GMP carries on a wealth management business in British Columbia, Alberta, Ontario, and Quebec.

3. GMP is registered as an investment dealer, or equivalent, in each of the Jurisdictions. GMP is a member of the Investment Industry Regulatory Organization of Canada (IIROC).

4. GMP is not in default of the securities legislation in any of the Jurisdictions.

RPFL

5. RPFL is a corporation incorporated pursuant to the laws of Canada and has a head office located in Manitoba.

6. RPFL carries on a wealth management business in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and Prince Edward Island.

7. RPFL is registered as an investment dealer, or equivalent, in each of the Jurisdictions. RPFL is a member of IIROC.

8. RPFL is not in default of the securities legislation in any of the Jurisdictions.

Richardson GMP Limited

9. On or about November 12, 2009, GMP and RPFL will combine the wealth management businesses of GMP and RPFL and form a successor company Richardson GMP Limited (the Transaction).

10. In order to effect the Transaction, on the day prior to the completion of the Transaction (on or about November 11, 2009), GMP intends to convert to a corporation and will continue as GMP Corp. (and in connection therewith, transfer all of its assets and liabilities to GMP Corp.) (the Conversion).

11. On the day following the completion of the Conversion, all of the current registerable activities of RPFL will become the responsibility of GMP Corp. GMP Corp. will assume all of the existing registrations and approvals for all of the registered individuals and all of the locations of RPFL.

12. Thereafter, GMP Corp., RPFL and Richardson Partners Financial Holdings Limited will amalgamate to form Richardson GMP Limited. It is not anticipated that there will be any disruption in the ability of the Filers to trade on behalf of their respective clients, and Richardson GMP Limited should be able to trade on behalf of such clients immediately after the Transaction.

13. Richardson Partners Financial Holdings Limited, being the sole shareholder of RPFL, is not currently registered in any of the Jursidictions.

14. Richardson GMP Limited will be registered in the same categories of registration as GMP and RPFL, together, were registered immediately prior to the Transaction in the respective Jurisdictions, and will be subject to, and will comply with, all applicable securities laws.

15. Richardson GMP Limited will carry on the same business of GMP and RPFL in substantially the same manner with essentially the same personnel.

16. The Exemption Sought will not be contrary to the public interest and will have no negative consequences on the ability of Richardson GMP Limited to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of the Filers.

17. Given the significant number of registered individuals of GMP and RPFL, it would be extremely difficult to transfer each individual to Richardson GMP Limited in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted.

18. The intention to complete the Transaction was announced on July 23, 2009 by a press release issued by GMP Capital Inc. (GMP Capital), the indirect parent corporation of GMP. A material change report was also filed by GMP Capital following the announcement. In addition, each of GMP and RPFL will include in the October statements to be mailed to clients notice that the Transaction will be completed in November, a statement of policies of Richardson GMP Limited and disclosure of the related issuers of Richardson GMP Limited. Further, GMP Capital will also issue a press release, and file a related material change report, announcing the completion of the Transaction following closing.

19. The head office of Richardson GMP Limited will be 145 King Street West, Suite 300, Toronto, Ontario, M5H 1J8. Telephone 416.943.6696. Fax 416.943.6184.

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 payment in advance of the Bulk Transfer.