Starboard Capital Markets 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

ONTARIO REGULATION 1015, R.R.O. 1990,

AS AMENDED (the REGULATION)

AND

IN THE MATTER OF

STARBOARD CAPITAL MARKETS LLC.

ORDER

(Section 211 of the Regulation)

UPON the application (the Application) of Starboard Capital Markets LLC (the Applicant) to the Ontario Securities Commission (the OSC) for an 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 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 company formed under the laws of the State of Pennsylvania in the United States, and carrying on business in Pennsylvania.

3. The Applicant is registered as a broker-dealer with the Securities Exchange Commission and is a member of the U.S. National Association of Securities Dealers Inc.

4. The Applicant's principal business is acting as an introducing broker-dealer for fixed income and equity securities.

5. The Applicant does not currently act as an underwriter in the United States or in any other jurisdiction outside of the United States.

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

7. The Applicant does not now 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, 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 in Ontario.

December 17, 2004.