Securities Law & Instruments


Application in connection with application forregistration as an international dealer, for an order pursuantto section 211 of the Regulation exempting the applicant fromthe requirement in subsection 208(2) of the Regulation thatit carry on the business of an underwriter in a country otherthan Canada to be able to register in Ontario as an internationaldealer.

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.



R.S.O. 1990, CHAPTER S.5,AS AMENDED (the Act)



R.R.O. 1990, REGULATION 1015,

AS AMENDED (the Regulation)






(Section 211 of the Regulation)

UPON the application (the Application)of Garban LLC (the Applicant) to the Ontario Securities Commission(the Commission) for an order (the Order), pursuant to section211 of the Regulation, exempting the Applicant from the requirementin subsection 208(2) of the Regulation that the Applicant carryon the business of an underwriter in a country other than Canada,in order for the Applicant to be registered under the Act asa dealer in the category of "international dealer";

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

AND UPON the Applicant having representedto the Commission that:

1. The Applicant has filed an applicationfor registration as a dealer under the Act in the categoryof "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 corporation organizedunder the laws of the State of Delaware with its registeredoffice in New Jersey.

3. The Applicant is registered in the UnitedStates of America (the USA) as a broker-dealer under the SecuritiesExchange Act of 1934, and is a category 2 inter-dealer brokermember of the Government Securities Clearing Corporation.

4. The Applicant is a member in good standingof the National Association of Securities Dealers in the USAand a participant in the Securities Investor Protection Corporation.

5. The Applicant carries on the business ofa "dealer" (as defined in subsection 1(1) of theAct) in the USA.

6. The Applicant operates an inter-dealerbrokerage system that allows institutional subscribers totrade U.S. debt securities. Subscribers connect to its inter-dealerbrokerage system through interfaces between the Applicant'strading system and subscribers' order management systems.

7. The Applicant does not currently act asan "underwriter" (as defined in subsection 1(1)of the Act) in the USA or in any jurisdiction outside of theUSA.

8. In the absence of the relief requestedin this Applicant, the Applicant would not meet the requirementsof the Regulation for registration as an "internationaldealer" as it does not carry on the business of an underwriterin a country other than Canada.

9. The Applicant does not currently act asan underwriter in Ontario and will not act as an underwriterin Ontario if it is registered under the Act as an "internationaldealer", despite the fact that subsection 100(3) of theRegulation provides that an "international dealer"is deemed to have been granted registration as an underwriterfor the purposes of a distribution which it is permitted tomake.

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

IT IS ORDERED, pursuant to section 211of the Regulation, that, in connection with the registrationof the Applicant as a dealer under the Act in the category of"international dealer", the Applicant is exempt fromthe provisions of subsection 208(2) of the Regulation requiringthat the Applicant carry on the business of an underwriter ina country other than Canada, provided that, so long as the Applicantis registered under the Act as an "international dealer":

(a) the Applicant carries on business of adealer in a country other than Canada; and

(b) notwithstanding subsection 100(3) of theRegulation, the Applicant shall not act as an underwriterin Ontario.

August 29, 2003.

"Wendell S. Wigle"
"H. Lorne Morphy"