U.S. registered broker-dealer, which is a subsidiary of an Ontario registered dealer, exempted from the requirements of subsection 25(1)(a) of the Act with respect to trades effected by salespersons who are registered representatives of both the broker-dealer and the investment dealer, where trades are made with or on behalf of persons or companies who are resident in the U.S. -- Salespersons of broker-dealer also exempted from requirements of subsection 25(1)(a) of the Act with respect to their trading on behalf of broker-dealer -- Broker-dealer and salespersons of broker-dealer to comply with all applicable United States securities law -- Broker-dealer will not trade with or on behalf of persons or companies who are resident in Canada.
Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 25(1)(a), 74(1).
IN THE MATTER OF
THE SECURITIES ACTR.S.O. 1990,
CHAPTER S.5, AS AMENDED (the "Act")
IN THE MATTER OF
WESTWIND PARTNERS INC. AND
WESTWIND PARTNERS (USA) INC.
(Section 74(1) of the Act)
UPON the application of Westwind Partners Inc. ("Westwind Cda") and Westwind Partners (USA) Inc. ("Westwind US") to the Ontario Securities Commission (the "Commission") pursuant to subsection 74(1) of the Securities Act (Ontario) (the "Act") for a ruling that where persons who are salespersons or officers of Westwind US and who are also registered under the Act to trade on behalf of Westwind Cda as salespeople or officers of Westwind Cda ("dual representatives") act on behalf of Westwind US in respect of trades in securities with or for persons or entities who are resident in the United States ("US Clients"), the dual representatives and Westwind US shall not be subject to section 25(1) of the Act;
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON representation to the Commission that:
1. Westwind Cda is incorporated under the laws of Canada. Westwind's head office is located in Toronto, Ontario;
2. Westwind Cda is registered as a dealer under the Act in the categories of broker and investment dealer and is a member of the investment Dealers Association of Canada;
3. Westwind US is incorporated pursuant to the laws of the Province of Ontario and is an affiliate of Westwind Cda. Westwind US and Westwind Cda operate out of the same premises in Toronto, Ontario;
4. Westwind US is registered as a broker-dealer under the U.S. Securities Exchange Act of 1934, as amended, and is a member of the National Association of Securities Dealers, Inc.;
5. Westwind US was established as a vehicle for trading in Canadian securities with or for US Clients, primarily institutional investors;
6. Westwind US does not trade in securities with or on behalf of persons or entities who are resident in Canada;
7. Where Westwind US trades with or on behalf of US Clients, Westwind US and any dual representatives who act on behalf of Westwind US in respect of such trades comply with applicable US securities laws;
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS RULED, pursuant to section 74(1) of the Act, that:
1. Dual representatives shall not be subject to the registration requirements of section 25(1)(a) of the Act where the dual representatives act on behalf of Westwind US in respect of trades in securities with or for US Clients, provided that the dual representatives comply with applicable US Securities laws; and
2. Westwind US shall not be subject to the registration requirements of section 25(1)(a) of the Act with respect to trading in securities with or on behalf of US Clients provided that:
i) Westwind US complies with all registration and other requirements under applicable United States securities laws;
ii) a dual representative acts on behalf of Westwind US in respect of such trading; and
iii) Westwind US shall file with the Commission such reports as to trading in securities as the Commission may from time to time require.
June 18, 2004.