Securities Law & Instruments

Headnote

Section 147 of the Act - Registrant registeredin the categories of international advisor and internationaldealer under the Act - section 4.1 of Rule 35-502 - Registrantexempt from requirement in subsection 21.10(3) of the Act thatit file annual audited financial statements prepared in accordancewith Canadian GAAP with the Commission and the requirement insubsection 33(2)(b) of the Act that it notify the Director ofchanges in information relating to information about directorsand officers that was not required to be furnished to the Directorupon initial registration.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 21.10(3), 33(2)(b), 147.

Rules Cited

Ontario Securities Commission Rule 35-502 -Non Resident Registrants, s. 4.1.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S. 5, AS AMENDED(THE "ACT")

AND

RULE 35-502 MADE UNDER THESECURITIES ACT,

AND

IN THE MATTER OF

THOMAS WEISEL PARTNERS LLC

 

ORDER

(Section 147 of the Act)

UPON the application of Thomas WeiselPartners LLC ("the Registrant") to the Ontario SecuritiesCommission (the "Commission") for an order pursuantto section 147 of the Act that the Registrant be exempt from(i) the requirement under subsection 21.10(3) of the Act relatingto the filing of financial statements prepared in accordancewith Canadian generally accepted accounting principles ("CanadianGAAP"); and (ii) the requirement under subsection 33(2)of the Act to notify the Director of certain changes in information;

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

AND UPON the Registrant having representedto the Commission that:

1. The Registrant is registered with the Commissionas an adviser in the category of international adviser (investmentcounsel and portfolio manager) and as a dealer in the categoryof international dealer.

2. The Registrant is a limited liability companyformed under the laws of the State of Delaware and has itsprincipal place of business at One Montgomery Street, SanFrancisco, California 94104. The Registrant is a merchantbank providing investment banking, institutional brokerage,private client services, private equity and asset management.The Registrant is registered with the United States Securitiesand Exchange Commission (the "SEC") as a fully registeredbroker-dealer and is also a member organization of the NewYork Stock Exchange and a member of the National Associationof Securities Dealers, Inc.

3. Pursuant to Section 4.1 of the Rule aninternational adviser may apply in an abbreviated manner foran exemption from the requirement to file annual audited financialstatements prepared in accordance with Canadian GAAP as requiredunder subsection 21.10(3) of the Act only if it is not registeredin any category of registration in addition to internationaladviser. Since the Registrant is registered with the Commissionunder both the categories of international adviser (investmentcounsel and portfolio manager) and international dealer, itdoes not qualify to file for the exemption from the requirementto file annual audited financial statements provided for insection 4.1 of the Rule.

4. In the absence of the requested ruling,subsection 21.10(3) of the Act would require the Registrantto file with the Commission, annual audited financial statementsprepared in accordance with Canadian GAAP. The Registrantis not otherwise required to prepare its financial statementsin accordance with Canadian GAAP and is not otherwise requiredto file annual audited financial statements with the Commissionbecause it is staff practice to not require a registrant whois registered in Ontario solely in the category of internationaldealer to provide annual financial statements.

5. The requirement to prepare annual auditedfinancial statements in accordance with Canadian GAAP willbe expensive and time-consuming for the Registrant and willplace unnecessary compliance burdens on the Registrant.

6. Subsection 33(2)(b) of the Act requiresa registrant to notify the Director of a change in the directorsor officers of the registrant. It has been staff practiceto require an applicant for registration as an internationaladviser to provide, at the time of the application, informationabout only those directors and officers who will be providingadvice to Ontario residents.

7. The requirement that the Registrant notifythe Director of changes in information required to be reportedunder subsection 33(2)(b) of the Act to the extent that thechange required to be reported relates to information aboutdirectors and officers that was not required to be furnishedto the Director upon the filing of the Registrant's initialregistration application will be expensive and time-consumingfor the Registrant and will place unnecessary compliance burdenson the Registrant.

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

IT IS ORDERED, pursuant to section 147of the Act, that, for so long as the Registrant is registeredonly in the categories of international adviser and internationaldealer under the Act , the Registrant is exempt from:

(i) the requirement under subsection 21.10(3)of the Act that it file annual audited financial statementsprepared in accordance with Canadian GAAP with the Commissionin connection with its registration as an adviser in thecategory of international adviser in Ontario; and

(ii) the requirement under subsection 33(2)(b)of the Act that it notify the Director of changes in informationrelating to information about directors and officers ofthe Registrant that was not required to be furnished tothe Director upon the Registrant's initial registrationas an international adviser under the Act.

January 3, 2003.

"Howard I. Wetston"                    "RobertW. Korthals"