Securities Law & Instruments

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S. 5, AS AMENDED (THE "ACT")

AND

REGULATION 1015 MADE UNDER THE SECURITIES ACT,
R.R.O. 1990, AS AMENDED (THE "REGULATION")

AND

IN THE MATTER OF
CIC EUROSECURITIES, INC.

ORDER
(Section 211 of the Regulation)


UPON the application of CIC Eurosecurities, Inc. ("CICE Inc.") to the OntarioSecurities Commission (the "Commission") for an order pursuant to section 211 of theRegulation that CICE Inc. be exempt from the requirement under subsection 208(2) of theRegulation in connection with CICE Inc.'s application for registration as a dealer in thecategory of international dealer on the terms and conditions set forth below;

AND UPON considering the application and the recommendation of staff of theCommission;

AND UPON CICE Inc. having represented to the Commission that:

1. Subsection 208(2) of the Regulation states that no person or company may registeras an international dealer unless the person or company carries on the businessof a dealer and underwriter in a country other than Canada;

2. CICE Inc. filed a registration application dated January 13, 2000 (the "RegistrationApplication") with the Commission for registration in Ontario as a dealer in thecategory of international dealer under paragraph 4 of section 98 and section 208of the Regulation and applied pursuant to section 211 of the Regulation requestingthat CICE Inc. be exempted from the requirement under subsection 208(2) of theRegulation that CICE Inc. carry on the business of an "underwriter" in a countryother than Canada in connection with CICE Inc.'s Registration Application as adealer in the category of international dealer in Ontario;

3. CICE Inc. is a Delaware corporation having its principal place of business at 520Madison Avenue, New York, NY 10022. CICE Inc. is a wholly owned subsidiary ofCompagnie Financiere de CIC et de Union Europeenne, a French company havingits principal place of business at 4, rue Gaillon, 75107 Paris Cedex 02, France.Neither CICE Inc. nor any of its affiliates are registered in any capacity with theCommission;

4. CICE Inc. is proposing that it be exempted from the requirement under section208(2) of the Regulation requiring that CICE Inc. carry on the business of an"underwriter" in a country other than Canada in connection with CICE Inc.'sRegistration Application as a dealer in the category of international dealer;

5. In respect of CICE Inc.'s Registration Application, CICE Inc. has certified that it isduly registered with the United States Securities and Exchange Commission as afully registered broker-dealer in the United States and that such registration permitsCICE Inc. to carry on dealing and underwriting activities in the United States.However, because of restrictions under the United States Bank Holding Act and thefact that CICE Inc. is wholly owned by a foreign bank, CICE Inc. is restricted fromcarrying on the activities of an underwriter in the United States;

6. In the absence of the requested exemption, subsection 208(2) of the Regulationwould render CICE Inc. ineligible for registration as a dealer in the category ofinternational dealer in Ontario because the United States Bank Holding Actprohibits the firm from acting as an underwriter in the United States as aconsequence of CICE Inc. being wholly owned by a foreign bank;

7. CICE Inc. respectfully submits that the requirement under subsection 208(2) of theRegulation that CICE Inc. carry on the activities of an "underwriter" in a countryother than Canada in connection with CICE Inc.'s Registration Application wouldimpose an undue burden on CICE Inc. because, as a United States corporationwhose principal broker-dealer activities are confined to the United States, CICE Inc.will not, otherwise, be able to engage in securities transactions with institutionalclients located in Ontario; and

8. Notwithstanding subsection 100(3) of the Regulation, CICE Inc. will not engage inthe activities of an underwriter in Canada;

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

IT IS ORDERED, pursuant to section 211 of the Regulation, that CICE Inc. isexempt from the requirement under subsection 208(2) of the Regulation that it carry on thebusiness of an underwriter in a country other than Canada in connection with itsRegistration Application as a dealer in the category of international dealer in Ontarioprovided that:

(1) CICE Inc. carries on the business of a dealer in a country other than Canada; and

(2) notwithstanding subsection 100(3) of the Regulation, CICE Inc. shall not engagein the activities of an underwriter in Ontario.

April 7th, 2000.

"Howard I. Wetston"     "K. D. Adams"