Goldman, Sachs & Co. - s. 7.1(1) of NI 33-109 Registration Information

Headnote

Application pursuant to section 7.1 of NI 33-109 that the Applicant be relieved from the Form 33-109F requirements in respect of certain of its non-registered officers. The exempted officers are without significant authority over any part of the Applicant's operations and have no connection with its Ontario operation. The Applicant is still required to submit 33-109 F4s on behalf of its directing minds, who are certain Executive Officers, and its Registered Individuals, who are those officers involved in the Ontario business activities.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.

Rules Cited

National Instrument 33-109 Registration Information.

September 14, 2007

IN THE MATTER OF

GOLDMAN, SACHS & CO.

DECISION

(Subsection 7.1(1) of

National Instrument 33-109)

UPON the application (the Application) of Goldman, Sachs & Co. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to section 7.1 of National Instrument 33-109 - Registration Information (NI 33-109) for an exemption from the requirement in subsection 2.1(c) of NI 33-109 that the Applicant submit a completed Form 33-109F4 for each "permitted individual" of the Applicant in connection with the Applicant's registration as a dealer in the category of limited market dealer (LMD);

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

AND UPON the Applicant having represented to the Director that:

1. The Applicant is a limited partnership formed under the laws of the state of New York. Its head office is located in New York, New York.

2. The Applicant is the principal U.S. broker-dealer affiliate of The Goldman Sachs Group, Inc. It is registered as a broker-dealer and investment adviser with the U.S. Securities and Exchange Commission and is a member of the National Association of Securities Dealers. It is also a member of the New York Stock Exchange, NASDAQ, and certain other exchanges or alternative marketplaces in the United States.

3. The Applicant is engaged in a variety of securities-related activities with Canadian clients and counterparties. It is registered as an international dealer in Ontario and intends to maintain such registration. It is also registered as an international adviser or the equivalent thereof in Alberta, British Columbia, Manitoba, Ontario, Quebec, Saskatchewan and Prince Edward Island.

4. The Applicant intends to apply to the Commission for registration under the Act as a dealer in the category of LMD.

5. As an LMD, the Applicant proposes to engage in trading in securities, including equity securities of Canadian issuers, with "accredited investors" (as defined under National Instrument 45-106 -- Prospectus and Registration Exemptions) in Ontario, including individuals.

6. All of the Applicant's officers who become involved in trading securities in Ontario on behalf of the Applicant in its capacity as an LMD (the Trading Officers) will register as "registered individuals" in accordance with the registration requirement under subsection 25(1) of the Act and the requirements of NI 31-102, by submitting a Form 33-109F4 completed with all the information required for a "registered individual".

7. Pursuant to NI 33-109, an LMD is required to submit, in accordance with National Instrument 31-102 - National Registration Database (NI 31-102), a completed Form 33-109F4 for each "permitted individual" of the Applicant, including all officers who have not applied to become "registered individuals" with the Applicant under subsection 2.2(1) of NI 33-109.

8. The Applicant currently has several thousand officers other than the Trading Officers, only 9 of whom are senior executive officers who will initially have any involvement with the Applicant's activities as an LMD in Ontario, but none of whom will be trading securities or directly supervising trading in securities in Ontario (the Executive Officers).

9. Other than the Executive Officers and the Trading Officers, the Applicant's remaining officers (the Non-LMD Officers) will not be involved in or have oversight of the Applicant's LMD activities in Ontario, and otherwise are not in charge of a principal business unit, division or any overall operational function of the Applicant that is involved in its LMD activities in Ontario.

10. The Applicant is a limited partnership and as such does not have any directors. It is managed primarily by its Executive Officers and other employees.

11. The Applicant will designate an officer who is registered with the Commission as the compliance officer (the Designated Compliance Officer), who will monitor and supervise the Ontario activities of the Applicant and who will be responsible for compliance with Ontario securities law and any conditions of the Applicant's registration with the Commission in the category of LMD.

12. The Applicant will submit a Form 33-109F4 for each of the Executive Officers completed with all information required for a "permitted individual".

13. The Applicant will also submit a Form 33-109F4 for the Designated Compliance Officer.

14. In the absence of the Ruling, the Applicant, in conjunction with its LMD registration, would be required to submit a completed Form 33-109F4 for each of its "permitted individuals", including its several thousand Non-LMD Officers. These individual registrations would also need to be monitored on a constant basis to ensure that notices of change were submitted in accordance with the requirements of section 5.1 of NI 33-109 and that all information was kept current.

AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to make the requested Order on the basis of the terms and conditions proposed,

IT IS ORDERED pursuant to section 7.1 of NI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) of NI 33-109 and section 3.3 of NI 33-109 to submit a completed Form 33-109F4 for each of its "permitted individuals" who are Non-LMD Officers, provided that at no time will the Non-LMD Officers include any Trading Officer, Executive Officer, or the Designated Compliance Officer.

"Marsha Gerhart"