Credit Agricole Indosuez Securities, Inc. - s. 211 of Reg. 1015

Headnote

Application in connection withapplication for registration as an international dealer, foran order pursuant to section 211 of the Regulation exemptingthe applicant from the requirement in subsection 208(2) of theRegulation that it carry on the business of an underwriter ina country other than Canada to be able to register in Ontarioas an international dealer.

Statutes Cited

Regulations Cited

AND

AND

UPON the application(the "Application") of Credit Agricole Indosuez Securities,Inc. (the "Applicant") to the Ontario Securities Commission(the "Commission") for an order (the "Order"),pursuant to section 211 of the Regulation, exempting the Applicantfrom the requirement in subsection 208(2) of the Regulationthat the Applicant carry on the business of an underwriter ina country other than Canada, for the Applicant to be registeredunder the Act as a dealer in the category of "internationaldealer";

AND UPON consideringthe Application and the recommendation of the staff of the Commission;

AND UPON the Applicanthaving represented to the Commission that:

1. The Applicant has filedan application for registration as a dealer under the SecuritiesAct (Ontario ) (the "Act") in the category of"international dealer" in accordance with section208 of the Regulation. The Applicant is not presently registeredin any capacity under the Act.

2. The Applicant is a corporationincorporated under the laws of the state of Delaware. TheApplicant's principal place of business is located in NewYork City, New York.

The Applicant is registeredas a broker-dealer in the United States of America (the "UnitedStates") with the Securities and Exchange Commission,and such registration permits the Applicant to carry on broker-dealeractivities in the United States. The Applicant is registeredwith, and is a member of, the National Association of SecuritiesDealers (the "NASD") and is registered in good standingas a broker-dealer in twenty-two jurisdictions of the UnitedStates.

3. The Applicant carries onthe business of a broker-dealer in the United States (as definedin sections 3(a)(4) and 3(a)(5) of the Securities ExchangeAct of 1934). The Applicant markets foreign securities forUnited States and foreign institutional customers, executingtransactions through both foreign affiliates and other brokersand dealers. The Applicant executes transactions in UnitedStates securities on behalf of United States and foreign institutionalcustomers on a fully disclosed basis through a registeredUnited States clearing broker-dealer.

4. The Applicant does notoperate, nor does it carry on the business of, an alternativetrading system or electronic communications network in theUnited States.

5. The Applicant does notcurrently act as an "underwriter" in the UnitedStates (as defined in section 3(a)(20) of the Securities ExchangeAct of 1934, as amended) or in any jurisdiction outside ofthe United States.

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

7. The Applicant does notcurrently act as an underwriter in Ontario and will not actas an underwriter in Ontario if it is registered under theAct as an "international dealer", despite the factthat subsection 100(3) of the Regulation provides that an"international dealer" is deemed to have been grantedregistration as an underwriter for the purposes of a distributionwhich it is permitted to make.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS ORDERED, pursuantto section 211 of the Regulation, that, in connection with theregistration of the Applicant as a dealer under the Act in thecategory of "international dealer", the Applicantis exempt from the provisions of subsection 208(2) of the Regulationrequiring that the Applicant carry on the business of an underwriterin a country other than Canada, provided that, so long as theApplicant is registered under the Act as an "internationaldealer":

(a) the Applicant carrieson the business of a dealer in a country other than Canada;and

(b) notwithstanding subsection100(3) of the Regulation, the Applicant shall not act asan underwriter in Ontario.

June 4, 2002.

"Paul M. Moore"                    "RobertW. Korthals"