Securities Law & Instruments

Headnote

Ontario corporation complying with United Statesregistration requirements, managing the investment portfolioof a United States limited partnership. The Ontario corporationand the directors, officers, and employees thereof are exemptedfrom the dealer registration requirements and the adviser registrationrequirements in the Securities Act (Ontario).

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as amendedss. 25(1), 74(1).

IN THE MATTER OF

THE SECURITIES ACT

(R.S.O. 1990, C. S.5, AS AMENDED)(THE "ACT")

AND

IN THE MATTER OF

CMD ADVISORS INC.

 

RULING

(Subsection 74(1))

UPON the application (the "Application")of CMD Advisors Inc. ("CMD") to the Ontario SecuritiesCommission (the "Commission") pursuant to subsection74(1) of the Act for a ruling that (a) paragraph 25(1)(a) ofthe Act (the "Dealer Registration Requirement") doesnot apply to CMD Equity Partners LP, a U.S. limited partnership,("U.S. LP") and CMD and the directors, officers andemployees thereof (collectively, the "Applicants")in connection with the distribution of units of U.S. LP to U.S.residents; and (b) paragraph 25(1)(c) of the Act (the "AdviserRegistration Requirement") does not apply to the Applicantsother than U.S. LP in connection with the providing of adviceto U.S. LP and other persons or companies resident in the U.S.(collectively, "U.S. clients");

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

AND UPON CMD having represented to theCommission that:

1. Charles Dwight, a resident of Ontario,is establishing U.S. LP that will have its head office inBuffalo, New York.

2. The investment portfolio of U.S. LP willbe managed by CMD, a corporation incorporated under the BusinessCorporations Act (Ontario). Charles Dwight is an officerof CMD and owns all of the shares of the corporation.

3. Neither U.S. LP nor CMD has any currentintention of becoming a reporting issuer under the Act.

4. The general partner of U.S. LP is a U.S.limited partnership whose general partner is a U.S. corporation,all of the shares of which are owned by Charles Dwight.

5. Units in the U.S. LP will be distributedsolely to U.S. resident accredited investors, although allmarketing and sales activities and communication with unitholderswill be conducted from Ontario. Units in the U.S. LP may onlybe resold to U.S. LP.

6. Charles Dwight, and any other advisersthat may be employed by CMD in the future, will manage theinvestment portfolio of the U.S. LP and other U.S. investmentfunds that may be established by Charles Dwight in the future,on behalf of CMD, from the office of CMD in Toronto. All portfoliosecurities of U.S. LP will be purchased and sold through U.S.broker-dealers and held by ABN AMRO Securities LLC in Bostonor another U.S. registered broker-dealer.

7. None of the Applicants will advise clientsresident in Canada.

8. The Applicants are complying and will complywith all registration and other requirements of United Statesfederal and state securities laws.

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

THE RULING of the Commission pursuantto subsection 74(1) of the Act is that

(a) the Dealer Registration Requirementdoes not apply to the Applicants in connection with thedistribution of units of U.S. LP to U.S. residents; and

(b) the Adviser Registration Requirementdoes not apply to the Applicants other than U.S. LP in connectionwith the providing of advice to U.S. clients

so long as the Applicants comply with all applicablerequirements of United States federal and state securities law.

June 17, 2002.

"Paul M. Moore"                    "HowardI. Wetston"