Bear, Stearns Securities Corp. - s. 211

Headnote

Applicant for registration as international dealer exempted from requirement in subsection 208(2) that it carry on thebusiness of underwriter in a country other than Canada, provided the applicant does not act as underwriter in Ontario -Applicant is registered with the S.E.C. as a broker dealer and 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. 98 para. 4, 100(3), 208(1), 208(2) and211.

UPON the application (the "Application") of Bear, Stearns Securities Corp. (the "Applicant") to the OntarioSecurities Commission (the "Commission") for an order, pursuant to section 211 of the Regulation, exempting theApplicant from the requirement in subsection 208(2) of the Regulation that the Applicant carry on the business of an"underwriter" in a country other than Canada, in order for the Applicant to be registered under the Act as a dealer inthe category of "international dealer";

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant has filed an application for registration as a dealer under the Act in the category of "internationaldealer" for the purpose of trading in securities in accordance with section 208 of the Regulation. The Applicantis not currently a registrant under the Act. Bear, Stearns & Co., Inc., an affiliate of the Applicant, is registeredunder the Act as a dealer, in the category "international dealer", and as an adviser, in the categories"investment counsel" and "portfolio manager."

2. Subsection 208(2) of the Regulation provides that:

No person or company may register as an international dealer unless the person or company carries on thebusiness of a dealer and underwriter in a country other than Canada.

3. The Applicant is a corporation incorporated under the laws of the State of Delaware, United Sates of America(the"USA"), having its principal place of business in New York, New York. The Applicant is wholly-ownedsubsidiary of The Bear Stearns Companies Inc. ("Bear Stearns"), a Delaware corporation and holding companyhaving its principal place of business in New York, New York, Bear Stearns, through its principal subsidiaries,is a leading investment banking, securities trading and brokerage firm serving corporations, governments,institutions and individual investors around the world.

4. The Applicant is registered with the United States Securities and Exchange Commission as a broker-dealer.The Applicant is also registered with the Commodity Futures Trading Commission and is a member of theNational Association of Securities Dealers, the National Futures Associations, the New York Stock Exchangeand all other principal securities and futures exchanges in the USA. The Applicant's present activities arelimited to the provision of professional and correspondent clearing services, in addition to the clearing andsettling of proprietary and customer transactions, for Bear Stearns.

5. The Applicant does not carry on the business of an underwriter in the USA or in any other jurisdiction.

6. The Applicant does not now act as an underwriter in Ontario and will not act as an underwriter in Ontario if itis registered under the Act as an "international dealer"

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

IT IS ORDERED, pursuant to section 211 of the Regulation, that, in connection with the registration of theApplicant as a dealer under the Act in the category of "international dealer", the Applicant is exempt from the provisionsof subsection 208(2) of the Regulation requiring that the Applicant carry on the business of an underwriter in a countryother than Canada, provided that, so long as the Applicant is registered under the Act as an "international dealer":

(A) the Applicant carries on the business of a dealer in a country other than Canada; and

(B) notwithstanding subsection 100(3) of the Regulation, the Applicant shall not act as an underwriter inOntario.

March 6, 2001

J.A. Geller, Stephen N. Adams