Miller Tabak + Co., LLC - s. 211 of Reg. 1015

Headnote

Application in connection with application for registration as an international dealer, for an order pursuant to section 211 of the Regulation exempting the applicant from the requirement in subsection 208(2) of the Regulation that it carry on the business of an underwriter in a country other than Canada to be able to register in Ontario as an international dealer.

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

R.R.O. 1990, REGULATION 1015,

AS AMENDED (the Regulation)

AND

IN THE MATTER OF

MILLER TABAK + CO., LLC

ORDER

(Section 211 of the Regulation)

UPON the application (the Application) of Miller Tabak + Co., LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an order (the Order), pursuant to section 211 of the Regulation, exempting the Applicant 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 in the category of "international dealer";

AND UPON considering the Application and the recommendation of the 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 "international dealer" in accordance with section 208 of the Regulation. The Applicant is not presently registered in any capacity under the Act.

2. The Applicant is a limited liability corporation formed under the laws of the State of New York in the United States of America (USA), and having its principal place of business at 331 Madison Avenue, New York, New York 10017, USA.

3. The Applicant is registered as a broker-dealer with the United States Securities and Exchange Commission and with the appropriate state securities authorities in 42 U.S. states and the District of Columbia. The Applicant is also a member of the National Association of Securities Dealers, the Chicago Board Options Exchange, the International Securities Exchange, the New York Stock Exchange, the Pacific Stock Exchange and the Philadelphia Stock Exchange.

4. The Applicant carries on the business of a full service institutional broker-dealer, specializing in stock purchases and sales, portfolio rebalancings and listed options.

5. The Applicant does not currently act as an "underwriter" (as defined in subsection 1(1) of the Act) in the USA. The Applicant does not currently act as an underwriter in any jurisdiction outside of the USA.

6. In the absence of the relief requested in this Application, the Applicant would not meet the requirements of the Regulation for registration as an "international dealer" as it does not carry on the business of an underwriter in a country other than Canada.

7. The Applicant does not currently act as an underwriter in Ontario and will not act as an underwriter in Ontario if it is registered under the Act as an "international dealer", despite the fact that subsection 100(3) of the Regulation provides that an "international dealer" is deemed to have been granted registration as an underwriter for the purposes of a distribution which it is permitted to make.

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 the Applicant as a dealer under the Act in the category of "international dealer", the Applicant is exempt from the provisions of subsection 208(2) of the Regulation requiring that the Applicant carry on the business of an underwriter in a country other than Canada, provided that the Applicant is registered under the Act as an "international dealer", and:

(a) the Applicant carries on 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 in Ontario.

August 10, 2004.