Gleacher Fund Advisors LP - s. 144

Headnote

Varying a prior order of the Ontario Securities Commission to correct a typographical error.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.

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

GLEACHER FUND ADVISORS LP

VARIATION ORDER

(Section 144 of the Act)

WHEREAS the Ontario Securities Commission (the Commission) issued an order dated August 24, 2007 (the Prior Order) pursuant to section 218 of the Regulation upon the application of Gleacher Fund Advisors LP (the Applicant) exempting the Applicant from the requirement in section 213 of the Regulation under the Act that the Applicant be incorporated, or otherwise formed or created, under the laws of Canada or a province or territory of Canada, for the Applicant to be registered under the Act as a dealer in the category of limited market dealer;

AND WHEREAS the Applicant has applied to the Commission for an order, pursuant to section 144 of the Act, varying the Prior Order to correct a typographical error;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was formed in Delaware, U.S.A. The head office of the Applicant is located in Greenwich, Connecticut, U.S.A.

2. The Applicant is not a reporting issuer in Ontario.

3. The Applicant is registered with the Commission as a dealer in the category of Limited Market Dealer and an adviser in the categories of Non-Canadian Adviser (Investment Counsel and Portfolio Manager) under the Act and as an adviser in the category of Commodity Trading Manager (Non-Resident) under the Commodity Futures Act (Ontario).

4. The Applicant is registered with the U.S. Securities and Exchange Commission as an investment adviser.

5. All individuals of the Applicant who are registered in Ontario are also registered in the U.S.A.

6. The primary focus of the Applicant's activities is on the marketing and sale of specialized alternative investments, including hedge funds and related private offerings, on an exempt basis.

7. In Ontario, the Applicant markets and sells to accredited investors and other exempt purchasers units, limited partnership interests or other securities of funds. These limited market dealer activities may be undertaken directly, or in conjunction with or through another registered dealer, including providing referrals to such dealer.

8. The Applicant is not resident in Canada, does not maintain an office in Canada and only participates in the distribution of securities in Ontario pursuant to registration and prospectus exemptions contained in the Act, National Instrument 45-106 -- Prospectus and Registration Exemptions and Commission Rule 45-501 -- Exempt Distributions.

9. The Prior Order contains a typographical error in paragraph 6(a) such that the Applicant is required to inform the Director immediately upon the Applicant becoming aware that it has ceased to be registered in the United States as a broker-dealer. In fact, the Applicant is registered in the United States as an investment adviser rather than a broker-dealer.

AND UPON being satisfied that to make this order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act, the Commission hereby varies the Prior Order by replacing paragraph 6(a) of the Prior Order with the following:

"6. The Applicant will inform the Director immediately upon the Applicant becoming aware:

(a) that it has ceased to be registered in the United States as an investment adviser;"

March 28, 2008