Securities Law & Instruments

Headnote

Applicant for registration as internationaldealer exempted from requirement in subsection 208(2) of theRegulation that it carry on the business of underwriter in acountry other than Canada where applicant will not act as underwriterin Ontario - Applicant is registered with the S.E.C. as a broker-dealerand is a member of N.A.S.D.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., ss. 100(3), 208(1), 208(2) and 211.

IN THE MATTER OF

THE SECURITIES ACT,

R.R.O. 1990, CHAPTER S.5 ASAMENDED (THE "OSA")

AND

IN THE MATTER OF

R.R.O. 1990, REGULATION 1015,

AS AMENDED (the "Regulation")

AND

IN THE MATTER OF

HARBORSIDE SECURITIES LLC

 

ORDER

(Section 211 of the Regulation)

UPON the application (the "Application")of Harborside Securities LLC ("Harborside") to theOntario Securities Commission (the "Commission") foran order pursuant to section 211 of the Regulation, exemptingthe Applicant from the requirement in subsection 208(2) of theRegulation that the Applicant carry on the business of an underwriterin a country other than Canada, in order for the Applicant tobe registered under the Act as a dealer in the category of "internationaldealer";

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

AND UPON the Applicant having representedto the Commission that:

1. The Applicant is not presently registeredin any capacity under the Act and has filed an applicationwith the Commission for registration as a dealer under theAct in the category of "international dealer" inaccordance with section 208 of the Regulation.

2. Subsection 208(2) of the Regulation providesthat "no person or company may register as an internationaldealer unless the person or company carries on the businessof a dealer and underwriter in a country other than Canada".

3. The Applicant is a limited liability companyformed under the laws of the State of Delaware in the UnitedStates of America (the "United States"). The Applicant'sprincipal place of business is located at: 395 Hudson Street,3rd Floor, New York, New York.

4. The Applicant is registered under the SecuritiesExchange Act of 1934 as a broker-dealer with the Securitiesand Exchange Commission and is a member of the National Associationof Securities Dealers, Inc. ("NASD").

5. The Applicant markets foreign securitiesfor United States and foreign institutional customers, executingtransactions through both foreign affiliates and other brokersand dealers. The Applicant executes transactions in U.S. securitieson behalf of U.S. and foreign institutional customers on afully disclosed basis through a registered U.S. clearing broker-dealer.

6. The Applicant does not currently act asan underwriter in the United States and does not currentlyact as an underwriter in any other jurisdiction outside theUnited States.

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", notwithstanding the fact that subsection 100(3)of the Regulation deems an "international dealer"to have been granted registration as an underwriter for thepurposes of a distribution which it is authorized to makeby section 208 of the Regulation.

8. In the absence of the relief requestedin this Application, the Applicant would not meet the requirementsof the Regulation for registration as a dealer in the categoryof "international dealer" as it does not carry onthe business of an underwriter in a country other than Canada.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to 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 that theApplicant carry on the business of an underwriter in a countryother than Canada, provided that, so long as the Applicant isregistered under the Act as an "international dealer":

(1) the Applicant carries on the businessof a dealer in a country other than Canada; and

(2) notwithstanding subsection 100(3) ofthe Regulation, the Applicant shall not engage in the activitiesof an underwriter in Ontario.

August 23, 2002.

"Paul M. Moore"                    "RobertL. Shirriff"