Mogavero, Lee & Co., Inc. - s. 211 of Reg. 1015

Headnote

Applicant for registration as an internationaldealer exempted from the requirement in subsection 208(2) ofthe Regulation that it carry on the business of an underwriterin a country other than Canada where applicant carries on thebusiness of a dealer in another country and will not act asan underwriter in Ontario.

Statutes Cited

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

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

MOGAVERO, LEE & CO., INC.

ORDER

(Section 211 of the Regulation)

UPON the application (the "Application")of Mogavero, Lee & Co., Inc. (the "Applicant")to the Ontario Securities Commission (the "Commission")for an order, pursuant to section 211 of the Regulation, exemptingthe Applicant from the requirement in subsection 208(2) of theRegulation that the Applicant carry on the business of an underwriterin a country other than Canada, in order for the Applicant tobe registered under the Act as a dealer in the category of "internationaldealer";

AND UPON considering the Applicationand the recommendation of staff of the Commission;

AND UPON the Applicant having representedto the Commission that:

1. The Applicant has filed an applicationfor registration as a dealer under the Act in the categoryof "international dealer". The Applicant is notpresently registered in any capacity under the Act.

2. The Applicant is a corporation incorporatedunder the laws of the State of New York, United States ofAmerica (the "U.S."). The Applicant has its principalplace of business in the U.S. at 25 Broad Street - PHC, NewYork, New York, 10004.

3. The Applicant is registered as a broker-dealerin the U.S. with the U.S. Securities and Exchange Commission,and is a broker-dealer trading member in good standing ofthe New York Stock Exchange.

4. The Applicant's principal business is trading.

5. The Applicant does not currently act asan "underwriter" in the U.S. or in any jurisdictionoutside of the U.S.

6. In the absence of the relief requestedin this Application, the Applicant would not meet the requirementsof the Regulation for registration as an "internationaldealer" as it does not carry on the business of an underwriterin a country other than Canada.

7. The Applicant does not currently act asan underwriter in Ontario and will not act as an underwriterin Ontario if it is registered under the Act as an "internationaldealer", despite the fact that subsection 100(3) of theRegulation provides that an "international dealer"is deemed to have been granted registration as an underwriterfor the purposes of a distribution which it is authorizedto make by section 208 of the Regulation.

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

IT IS ORDERED, pursuant to section 211of the Regulation, that, in connection with the registrationof the Applicant as a dealer under the Act in the category of"international dealer", the Applicant is exempt fromthe provisions of subsection 208(2) of the Regulation requiringthat the Applicant carry on the business of an underwriter ina country other than Canada, provided that, so long as the Applicantis registered under the Act as an "international dealer":

(a) the Applicant carries on the businessof a dealer in a country other than Canada; and

(b) notwithstanding subsection 100(3) ofthe Regulation, the Applicant shall not act as an underwriterin Ontario.

January 28, 2003.

"Robert W. Korthals"                    "K.D.Adams"