Westminster Research Associates, Inc. - s. 211 of Reg. 1015

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

ONTARIO REGULATION 1015, R.R.O.1990,

AS AMENDED (the "Regulation")

AND

IN THE MATTER OF

WESTMINSTER RESEARCH ASSOCIATESINC.

ORDER

(Section 211 of the Regulation)

UPON the application (the "Application")of Westminster Research Associates, Inc. (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 Canada,in order for the Applicant to be registered under the Act asa dealer in the category of "international dealer";

AND UPON considering the Applicationand the recommendation of 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 is a Delaware corporationhaving its principal place of business at 150 East 52nd Street,New York, New York, 10022.

3. The Applicant is a broker/dealer tradingmember in good standing registered with the National Associationof Securities Dealers.

4. The Applicant's principal business is executingand clearing trades in non-U.S. equity securities.

5. The Applicant does not currently act asan underwriter in the U.S. (as defined in section 3(a)(20)of the Securities Exchange Act of 1934, as amended).The Applicant does not currently act as an underwriter inany other jurisdiction outside of the U.S.

6. 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.

7. The Applicant does not now act as an underwriterin Ontario and will not act as an underwriter in Ontario ifit is registered under the Act as an "international dealer",despite the fact that subsection 100(3) of the Regulationprovides that an "international dealer" is deemedto have been granted registration as an underwriter for thepurposes of permitted distributions.

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.

October 25, 2002.

"Theresa McLeod"                    "K.D.Adams"