Securities Law & Instruments


Applicantfor registration as international dealer exempted from requirementin subsection 208(2) of the Regulation that it carry on the businessof underwriter in a country other than Canada where applicantwill not act as underwriter in Ontario - Applicant is registeredwith the S.E.C. as a broker-dealer and is a member of the N.A.S.D.


SecuritiesAct, R.S.O. 1990, c. S.5, as am.


Regulationmade under the Securities act, R.R.O., Reg. 1015, as am., ss.100(3),208(1), 208(2) and 211.






R.R.O.1990, REGULATION 1015,

ASAMENDED (the "Regulation")





(Section211 of the Regulation)

UPON the application (the "Application") ofMiller Tabak Roberts Securities, LLC (the "Applicant") to theOntario Securities Commission (the "Commission") for an order,pursuant to section 211 of the Regulation, exempting the Applicantfrom the requirement in subsection 208(2) of the Regulationthat the Applicant carry on the business of an underwriter ina country other than Canada, in order for the Applicant to beregistered under the Act as a dealer in the category of "internationaldealer";

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

AND UPON the Applicant having represented tothe Commission that:

1.The Applicant has filed an application for registration as adealer under the Act in the category of "international dealer"in accordance with section 208 of the Regulation. The Applicantis not presently registered in any capacity under the Act.

2.The Applicant is a limited liability corporation formed underthe laws of the State of New York, United States of America,and having its principal place of business at 331 Madison Avenue,12th floor, New York, New York 10017, USA.

3.The Applicant is registered as a broker-dealer with the UnitedStates Securities and Exchange Commission (the "SEC"), and withthe appropriate state securities authority in 48 state jurisdictionsof the United States and in the District of Columbia and PuertoRico. The Applicant is also a member of the National Associationof Securities Dealers (the "NASD").

4.The Applicant does not currently act as an underwriter in theUnited States. The Applicant does not currently act as an underwriterin any other jurisdiction outside of the United States.

5.In the absence of the relief requested in this Application,the Applicant would not meet the requirements of the Regulationfor registration as a dealer in the category of "internationaldealer" as it does not carry on the business of an underwriterin a country other than Canada.

6.The Applicant does not now act as an underwriter in Ontarioand will not act as an underwriter in Ontario if it is registeredunder the Act as an "international dealer", despite the factthat subsection 100(3) of the Regulation provides that an "internationaldealer" is deemed to have been granted registration as an underwriterfor the purposes of permitted distributions.

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

IT IS THE DECISION of the Commission that,pursuant to section 211 of the Regulation, in connection withthe registration of the Applicant as a dealer under the Actin the category of "international dealer", the Applicant isexempt from the provisions of subsection 208(2) of the Regulationrequiring that the Applicant carry on the business of an underwriterin a country other than Canada, provided that, so long as theApplicant is registered under the Act as an "international dealer":

(a) the Applicant carries on the business of a dealer in a countryother than Canada; and

(b) notwithstanding subsection 100(3) of the Regulation, theApplicant shall not act as an underwriter in Ontario.

December 4, 2001.

"Paul M. Moore"      "R. Stephen Paddon"