Morgan Stanley DW Inc. - s. 147 of the Act

Headnote

Morgan Stanley DW Inc.

International adviser exempted from the requirements in subsections 21.10(3) and 21.10(4) of the Act, and section 139 of the Regulation, to file, or deliver, annual audited financial statements.

Statutes Cited

Securities Act, R.S.O. 1990 c. S.5, as am., ss. 21.10(3), 21.10(4) and 147.

Regulation Cited

Ontario Regulation 1015, R.R.O. 1990, as am., s. 139.

Rules Cited

Ontario Securities Commission Rule 35-502 Non-Resident Advisers, Part 4.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

REGULATION 1015, R.R.O. 1990, AS AMENDED

(the "Regulation"), MADE UNDER THE ACT

AND

IN THE MATTER OF

MORGAN STANLEY DW INC.

ORDER

(Section 147 of the Act)

UPON the application (the "Application") of Morgan Stanley DW Inc. ("Morgan DW") to the Ontario Securities Commission (the "Commission") for an order, pursuant to section 147 of the Act, exempting Morgan DW from the following (collectively, the "Financial Statement Submission Requirements"):

(i) the provisions (the "Adviser Financial Statement Submission Requirements") in subsection 21.10(3) and 21.10(4) of the Act and section 139 of the Regulation, that require a registrant that is registered under the Act as an adviser to file with, or to deliver to, the Commission its annual financial statements, together with an auditor's report thereon; and

(ii) the provisions (the "Dealer Financial Statement Submission Requirements") in subsections 21.10(3) and 21.10(4) of the Act that require a registrant that is registered under the Act as a dealer to file with, or deliver to, the Commission its annual financial statements, together with an auditor's report thereon;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON Morgan DW having represented to the Commission that:

1. Morgan DW is a corporation organized under the laws of the State of Delaware, in the United States of America (the U.S.A."), and is a wholly-owned subsidiary of Morgan Stanley ("Morgan Stanley"). The head office of Morgan DW is located in Purchase, New York, U.S.A.

2. Morgan DW is not presently registered under the Act. Morgan DW has applied for registration under the Act as an adviser, in the category of "international adviser" (investment counsel and portfolio manager), and, as a dealer, in the category of "international dealer".

3. Morgan DW is a global financial services firm and is registered as an investment adviser and broker-dealer with the United States Securities and Exchange Commission (the "SEC"). Morgan DW provides investment, financing, and related services to individuals and institutions on a global basis.

4. Morgan DW is not able to apply to the Commission for an exemption from the requirement in subsection 21.10(3) of the Act that it file annual audited financial statements, in accordance with the procedure to apply for such an exemption provided for in Part 4 of Ontario Securities Commission Rule 35-502 Non-Resident Advisers (the "Rule), because this procedure is only available to an applicant for registration as an international adviser, that is not registered, and is not applying for registration, in any other category of registration.

5. It is the practice of staff of the Commission to not require the filing with, or delivery to, the Commission of any financial statement (or any auditor's report thereon) by registrants that are only registered as international dealers, or by applicants for registration as an international dealer, where the applicant is not registered, and is not applying for registration, in an other category of registration other than international dealer.

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

IT IS ORDERED, pursuant to section 147 of the Act, that, Morgan DW is exempt from the Financial Statement Submission Requirements, provided that this exemption shall terminate upon Morgan DW being registered under the Act in any other category of registration other than international adviser or international dealer.

April 5, 2005.