Capital Advisors Group, Inc. - ss. 74.1

Headnote

U. S. registered investment adviser and its representatives, officers, and directors exempted from the adviser registration requirement of the Act in connection with providing securities-related advisory services to clients that are resident in the U.S.

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c. S.5, as am., ss. 25(1)(c) & 74(1)

U.S. Investment Advisors Act of 1940, s. 203

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

CAPITAL ADVISORS GROUP, INC.

ORDER

(Subsection 74(1) of the Act)

UPON the application (the Application) of Capital Advisors Group, Inc. (CAG), to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 74(1) of the Act, that CAG and persons who are representatives, directors or officers of CAG who will act on behalf of CAG from offices located in the Province of Ontario (such persons, the CAG Advisers) and, at the relevant times, are registered in the United States to act as advisers on behalf of CAG, shall not be subject to section 25 of the Act which prohibits a person or company from acting as an adviser unless the person or company is registered as an adviser under the Act, or is registered under the Act as a representative or as a partner or as an officer of a registered adviser and is acting on behalf of the adviser;

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

AND UPON CAG having represented to the Commission that;

1. CAG is a corporation incorporated under the laws of New Jersey, U.S.A. with its head office located in Newton, Massachusetts, U.S.A.

2. CAG was established to provide advice with respect to securities to persons or companies (the U.S. Clients) that are at the relevant time resident or located in the United States of America.

3. CAG is registered with the United States Securities and Exchange Commission (SEC) as an investment adviser under section 203 of the Investment Advisers Act of 1940 to carry on the business of an adviser.

4. CAG is not a registrant under the Act.

5. None of the CAG Advisers will act on behalf of CAG for a client resident or located in the Province of Ontario unless the CAG Adviser is, at the relevant time, registered under the Act as a representative or officer of CAG and is acting on behalf of CAG, which is, in turn, registered to act as an adviser under the Act.

6. The CAG Advisers will act on behalf of CAG as advisers to the U.S. Clients out of offices located in the Province of Ontario.

7. CAG and the CAG Advisers will comply with all registration and other requirements of applicable United States securities laws in respect of advising U.S. Clients.

8. All U.S. Clients of CAG will enter into advisory agreements and receive such documents and disclosure as are mandated under applicable United States securities laws.

IT IS ORDERED THAT Section 25 of the Act shall not apply to CAG, or to the CAG Advisers acting on its behalf, in acting as an adviser to U.S. Clients, as described above, provided that:

(a) in acting as an adviser to the U.S. Clients, CAG and the CAG Advisers acting on its behalf, comply with all applicable registration and other requirements of United States securities legislation; and

(b) in acting as an adviser to the U.S. Clients, CAG acts only through the CAG Advisers.

August 27, 2004.