Securities Law & Instruments

Headnote

Application to the Director for an exemption, pursuant to section 6.1 of OSC Rule 91-502 -- Trades in Recognized Options (Rule 91-502), exempting the Applicant and its Representatives from the proficiency requirements in section 3.1 of Rule 91-502 for trades in commodity futures options. It is a condition of the exemption that the Applicant and its Representatives maintain their respective registrations permitting them to trade as agent in, or give advice in respect of equity options in the United States.

Rules Cited

Ontario Securities Commission Rule 91-502 Trades in Recognized Options, ss. 3.1, 6.1.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

GOLDMAN, SACHS & CO.

 

ORDER

(Section 6.1 of OSC Rule 91-502)

UPON the application (the Application) of Goldman, Sachs & Co. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to section 6.1 of OSC 91-502 Trades in Recognized Options (OSC Rule 91-502) exempting the Applicant and its directors, officers and employees that comply with the proficiency requirements to trade as agent in, or give advice in respect of equity options under United States securities laws, have passed the options proficiency examination administered by the Financial Industry Regulatory Authority (FINRA) and trade as agent in, or give advice in respect of equity options in the United States (the Representatives) from the proficiency requirement in section 3.1 of OSC Rule 91-502 in connection with the Applicant's registration as a dealer in the category of limited market dealer;

AND UPON the Applicant having represented to the Director that:

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

2. The Applicant is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. (Goldman Sachs) and is the principal U.S. broker-dealer affiliate of Goldman Sachs in the United States.

3. The Applicant is registered with the Commission as a dealer in the categories of limited market dealer and international dealer and as an international adviser. The Applicant is also registered as an international adviser or the equivalent thereof in Alberta, British Columbia, Manitoba, Quebec, Saskatchewan and Prince Edward Island.

4. The Applicant is registered with the United States Securities and Exchange Commission (the SEC) as a broker-dealer and as an investment adviser and is a member of FINRA. The Applicant is also registered as a futures commission merchant with the United States Commodity Futures Trading Commission and is a member of the United States National Futures Association. The Applicant is a direct member of all stock exchanges and commodity futures exchanges in the United States.

5. The Applicant and its Representatives are authorized by the SEC and FINRA trade as agent in, or give advice in respect of equity options in the United States.

6. The Applicant executes, clears, and advises in respect of trades in securities, futures and options on behalf of customers on exchanges globally either directly or through affiliated or unaffiliated member firms.

7. The Applicant proposes to, among other things, execute and clear trades in respect of recognized options and act as agent on behalf of accredited investors and institutional clients in Ontario and to its permitted clients as defined in OSC Rule 35-502 Non-Resident Registrants.

AND UPON considering the Application and the recommendation of staff of the Commission,

AND UPON the Director being satisfied it would not be prejudicial to the public interest to do so,

IT IS ORDERED that the Applicant and its Representative be exempt from the requirements in section 3.1 of OSC Rule 91-502 provided that the Applicant and its Representatives maintain their respective registration in good standing with the SEC and FINRA which permit the Applicant and its Representative to trade as agent in, or give advice in respect of equity options in the United States.

February 10, 2008

"Susan Silma"
Director, Compliance and Registrant Regulation