Proceedings

IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, C S.5, AS AMENDED


AND


IN THE MATTER OF
TERRENCE WILLIAM MARLOW,
MARLOW GROUP PRIVATE PORTFOLIO MANAGEMENT INC.
AND MARLOW GROUP SECURITIES INC.


AMENDED TEMPORARY ORDER
SECTION 127


WHEREAS it appears to the Ontario Securities Commission (the "Commission") that:
  1. Terrence William Marlow ("Marlow") is an individual residing in the province of Ontario and is the President of both Marlow Group Private Portfolio Management Inc. ("MGPPM") and Marlow Group Securities Inc. ("MGS");
  2. MGPPM is a corporation incorporated pursuant to the laws of Ontario and is registered with the Commission as an investment counsel and portfolio manager ("ICPM") and limited market dealer ("LMD");
  3. MGS is a corporation incorporated pursuant to the laws of Ontario and is registered with the Commission as a dealer in the category of investment dealer. MGS is a member of the Investment Dealers Association of Canada;
  4. Marlow is registered with the Commission as a director and advising and trading officer of MGPPM. He is also the Ultimate Responsible Person and Chief Compliance Officer in respect of MGPPM's ICPM registration and he is the Designated Compliance Officer in respect of MGPPM's LMD registration. Marlow is also currently registered with the Commission as a trading officer and director of MGS;
  5. Marlow is a trading officer of both MGPPM and MGS;
  6. MGPPM has not filed its audited financial statements for its year ended December 31, 2003 with the Commission in contravention of sections 112 and 139 of the Regulation to the Securities Act, R.S.O. 1990, c. S.5 (the "Act");
  7. There are deficiencies in the books and records of MGPPM and MGS (the "Books and Records"), including that client trust accounts and portfolios have not been reconciled for several months;
  8. The Respondents have provided Staff with a Client Account Balance Reconciliation (the "Reconciliation") which details a deficiency between the client trust cash balance and the actual trust bank account balance;
  9. The Respondents are continuing to review the Books and Records and there may be further adjustments to the Reconciliation;
AND WHEREAS the Respondents have consented to the making of this Order;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest;

AND WHEREAS by Commission Order made March 15, 2004, pursuant to section 3.5(3) of the Act, any one of David A. Brown, Paul Moore or Susan Wolburgh Jenah, acting alone, is authorized to make orders under section 127 of the Act;

IT IS ORDERED pursuant to subsections 127(5) of the Act that:
  1. pursuant to paragraph 1 of subsection 127(1), the registration of each of the Respondents under Ontario securities law is hereby suspended;
  2. pursuant to paragraph 2 of subsection 127(1), trading in any securities by the Respondents cease, provided that:
    1. Dundee Securities Corporation may, in the place of MGS, execute trades in MGS client named accounts on the condition that any such trades shall be directed by the client who is the holder of the account; and
    2. Custodians of MGPPM client named accounts may, in the place of MGPPM, permit the execution of trades held in such client accounts, on the condition that any such trade shall be executed through a registered dealer;

IT IS FURTHER ORDERED that a person or company affected by this Order may apply to the Commission for an order revoking or varying the terms of this Order pursuant to s. 144 of the Act;

IT IS FURTHER ORDERED that pursuant to subsection 127(6) of the Act this order shall take effect immediately and shall expire on the fifteenth day after the making of the Temporary Order, dated December 17, 2004 unless extended by the Commission. Dated at Toronto this 22nd day of December, 2004

"David Brown"