Securities Law & Instruments

Headnote

Application in connection with application forregistration as an international dealer, for an order pursuantto section 211 of the Regulation exempting the applicant fromthe requirement in subsection 208(2) of the Regulation thatit carry on the business of an underwriter in a country otherthan Canada to be able to register in Ontario as an internationaldealer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s.1(1).

Regulations Cited

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

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

AND

IN THE MATTER OF
R.R.O. 1990, REGULATION 1015,
AS AMENDED (the "Regulation")

AND

IN THE MATTER OF
BROKERTEC USA LLC

ORDER
(Section 211 of the Regulation)

UPON the application (the "Application")of BrokerTec USA LLC (the "Applicant") to the OntarioSecurities Commission (the "Commission") for an order(the "Order"), pursuant to section 211 of the Regulation,exempting the Applicant from the requirement in subsection 208(2)of the Regulation that the Applicant carry on the business ofan underwriter in a country other than Canada, for the Applicantto be registered under the Act as a dealer in the category of"international dealer";

AND UPON considering the Applicationand the recommendation of the staff of the Commission;

AND UPON the Applicant having representedto the Commission that:

1. The Applicant has filed an application forregistration as a dealer under the Act in the category of "internationaldealer" in accordance with section 208 of the Regulation.The Applicant is not presently registered in any capacity underthe Act.

2. The Applicant is a corporation organizedunder the laws of the State of Delaware with its registeredoffice in the Jersey City, New Jersey.

3. The Applicant is registered in the UnitedStates of America (the "United States") as a broker-dealerunder the Securities Exchange Act of 1934, and is a category2 inter-dealer broker member of the Government Securities ClearingCorporation. The Applicant is also registered as a broker-dealerin the states of New York and New Jersey.

4. The Applicant is a member in good standingof the National Association of Securities Dealers in the UnitedStates and a participant in the Securities Investor ProtectionCorporation.

5. The Applicant carries on the business ofa "dealer" (as defined in subsection 1(1) of the Act)in the United States.

6. The Applicant operates an inter-dealer brokeragesystem that allows institutional subscribers to trade UnitedStates Government debt securities. Subscribers connect to itsinter-dealer brokerage system through interfaces between theApplicant's trading system and subscribers' order managementsystems.

7. The Applicant does not currently act as an"underwriter" (as defined in subsection 1(1) of theAct) in the United States or in any jurisdiction outside ofthe United States.

8. In the absence of the relief requested inthis Application, the Applicant would not meet the requirementsof the Regulation for registration as an "internationaldealer" as it does not carry on the business of an underwriterin a country other than Canada.

9. The Applicant does not currently act as an underwriter inOntario and will not act as an underwriter in Ontario if itis registered under the Act as an "international dealer",despite the fact that subsection 100(3) of the Regulation providesthat an "international dealer" is deemed to have beengranted registration as an underwriter for the purposes of adistribution which it is permitted to make.

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

IT IS ORDERED, pursuant to section 211of the Regulation, that, in connection with the registrationof the Applicant as a dealer under the Act in the category of"international dealer", the Applicant is exempt fromthe provisions of subsection 208(2) of the Regulation requiringthat the Applicant carry on the business of an underwriter ina country other than Canada, provided that, so long as the Applicantis 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 theRegulation, the Applicant shall not act as an underwriter inOntario.

May 7, 2002.

"Paul M. Moore"      "Harold P. Hands"