Securities Law & Instruments

Headnote

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.

StatutesCited

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

RegulationsCited

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

INTHE MATTER OF

THESECURITIES ACT, R.S.O. 1990,

CHAPTERS. 5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

R.R.O.1990, REGULATION 1015,

ASAMENDED (the "Regulation")

AND

INTHE MATTER OF

SUSQUEHANNAFINANCIAL GROUP, INC.

ORDER

(Section211 of the Regulation)

UPONthe application (the "Application") of Susquehanna FinancialGroup, Inc. (the "Applicant") to the Ontario Securities Commission(the "Commission") for an order, pursuant to section 211 ofthe Regulation, exempting the Applicant from the requirementin subsection 208(2) of the Regulation that the Applicant carryon the business of an underwriter in a country other than Canada,in order for the Applicant to be registered under the Act asa dealer in the category of "international dealer";

ANDUPON considering the Application and the recommendationof staff of the Commission;

ANDUPON the Applicant having represented to the Commissionthat:

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 corporation formed under the laws of theState of Delaware, United States of America, and having itsprincipal place of business at 401 City Avenue, Suite 220, BalaCynwyd, Pennsylvania, 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 50 state jurisdictionsof the United States and in the District of Columbia. The Applicantis also a member of the National Association of Securities Dealers(the "NASD").

4.The Applicant's principal business is confined primarily toproviding securities executions to other broker-dealers andlarge financial institutions.

5.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.

6.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.

7. TheApplicant does not now act as an underwriter in Ontario and willnot act as an underwriter in Ontario if it is registered underthe Act as an "international dealer", despite the fact that subsection100(3) of the Regulation provides that an "international dealer"is deemed to have been granted registration as an underwriterfor the purposes of permitted distributions.

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS ORDERED, pursuant to section 211 of the Regulation,that, in connection with the registration of the Applicant asa dealer under the Act in the category of "international dealer",the Applicant is exempt from the provisions of subsection 208(2)of the Regulation requiring that the Applicant carry on the businessof an underwriter in a country other than Canada, provided that,so long as the Applicant is registered under the Act as an "internationaldealer":

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

(b) notwithstandingsubsection 100(3) of the Regulation, the Applicant shall notact as an underwriter in Ontario.

March19, 2002.

"PaulM. Moore"       "H. Lorne Morphy"