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

CPE, LLC d/b/a C.P. EATON& ASSOCIATES

 

ORDER

(Section 211 of the Regulation)

UPON the application (the "Application")of CPE, LLC d/b/a C.P. Eaton & Associates (the "Applicant")to the Ontario Securities Commission (the "Commission")for an order (the "Order"), pursuant to section 211of the 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 Canadaand for the Applicant to be registered under the Act as a dealerin 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 applicationfor registration as a dealer under the Act in the categoryof "international dealer" in accordance with section208 of the Regulation. The Applicant is not presently registeredin any capacity under the Act.

2. The Applicant was organized under the lawsof the state of Connecticut. The Applicant's principal placeof business is located in Rowayton, Connecticut.

3. The Applicant is registered as a broker-dealerin the United States of America (the "United States")with the Securities and Exchange Commission, and such registrationpermits the Applicant to carry on broker-dealer activitiesin the United States. The Applicant is a member of the NationalAssociation of Securities Dealers (the "NASD") andis registered in good standing as a broker-dealer in fourjurisdictions of the United States.

4. The Applicant carries on the business ofa broker-dealer in the United States (as defined in sections3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934).The Applicant markets unregistered securities (i.e., exemptfrom registration) for issuers that may be domiciled in theUnited States or another country. While these distributionefforts occur primarily in the United States, the Applicantalso conducts business with foreign investors. Virtually allinvestments are negotiated directly between the issuer ofthe security and the investor, with transactions rarely beingexecuted through other brokers and dealers. If another brokeror dealer is involved in the transaction, it is done on afully disclosed basis through a registered United States clearingbroker-dealer.

5. The Applicant does not currently act asan "underwriter" in the United States (as definedin section 3(a)(20) of the Securities Exchange Act of 1934,as amended) or in any jurisdiction outside of the United States.

6. In the absence of the relief requestedin this 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.

7. The Applicant does not currently act asan underwriter in Ontario and will not act as an underwriterin Ontario if it is registered under the Act as an "internationaldealer", despite the fact that subsection 100(3) of theRegulation provides that an "international dealer"is deemed to have been granted registration as an underwriterfor the purposes of a distribution which it is permitted tomake.

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 businessof a dealer in a country other than Canada; and

(b) notwithstanding subsection 100(3) ofthe Regulation, the Applicant shall not act as an underwriterin Ontario.

August 13, 2002.

"Robert W. Korthals"                    "H.Lorne Morphy"