NYLIFE Distributors LLC - 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 33-109F4 requirements in respect of certain of its nominal 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 33-109F4s 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.

May 1, 2008

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S. 5, AS AMENDED (the Act)

AND

IN THE MATTER OF

NYLIFE DISTRIBUTORS LLC

DECISION

(Subsection 7.1(1) of

National Instrument 33-109 -- Registration Information)

UPON the application (the Application) of NYLIFE Distributors LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an exemption pursuant to subsection 7.1(1) of National Instrument 33-109 -- Registration Information (NI 33-109) 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 liability company organized under the laws of the State of Delaware in the United States. The head office of the Applicant is located in Parsippany, New Jersey.

2. The Applicant is registered with the Commission as a dealer in the category of international dealer.

3. The Applicant is registered in the United States with the United States Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA).

4. The Applicant has applied to the Commission for registration under the Act as a dealer in the category of LMD primarily, but not solely, to engage in private placement of investment funds.

5. All of the Applicant's officers who will trade in securities in Ontario on behalf of the Applicant in its capacity as a 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".

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

7. The Applicant has approximately 47 officers. Of the Applicant's approximately 47 officers, 4 are directly involved in the Applicant's trading activities in Ontario.

8. Many of the Applicant's directors and officers would not reasonably be considered to be directors or senior officers from a functional point of view. These individuals (the Nominal Officers) have the title "vice president" or a similar title but are not in charge of a principal business unit, division or any overall operational function of the Applicant and will not be involved in or have oversight of the Applicant's LMD activities in Ontario. For purposes of reporting to the United States securities regulatory authorities the Applicant considers only the Chairman, Chief Executive Officer, Chief Operations Officer, Chief Compliance Officer and Chief Financial Officer of the Applicant to be executive officers (the Executive Officers).

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

10. The Applicant will designate a director or officer who is registered with the Commission as the compliance officer (the Designated Compliance Officer) pursuant to Commission Rule 31-505 -- Conditions of Registration. The Designated Compliance Officer, who is responsible for discharging the obligations of the Applicant under Ontario securities law, will monitor and supervise the Ontario trading activities of the Applicant with respect to compliance with Ontario securities law and any conditions of the Applicant's registration as a LMD in Ontario.

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

12. In the absence of the requested relief, subsection 2.1(c) of NI 33-109 requires that in conjunction with its proposed LMD registration application, the Applicant submit a completed Form 33-109F4 for each of its permitted individuals which would include its Nominal Officers and any new Nominal Officers, rather than limiting this filing requirement to the much smaller number of Trading Officers, Executive Officers and the Designated Compliance Officer. The information contained in the filed Form 33-109F4 would also need to be monitored in connection with the LMD registration. Furthermore, these individual registrations would need to be amended 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.

13. Given the limited scope of the Applicant's proposed activities in Ontario and the number of Nominal Officers, none of whom will have any involvement in the Applicant's Ontario activities, the preparation and filing of Form 33-109F4 on behalf of each Nominal Officer would achieve little or no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Applicant.

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 to submit a completed Form 33-109F4 for each of its permitted individuals who are Nominal Officers not involved in its LMD business in Ontario, provided that at no time will the Nominal Officers include any Trading Officer, Executive Officer or the Designated Compliance Officer, or other officer who will be involved in, or have oversight of, the Applicant's LMD activities in Ontario in any capacity.