Securities Law & Instruments

Headnote

The applicant was granted relief so that individuals who are salespeople or officers of Thomas Weisel Partners LLC and who are also registered under the Act to trade on behalf of Thomas Weisel Partners Canada Inc. as salespeople or officers of Thomas Weisel Partners Canada Inc. act on behalf of Thomas Weisel Partners LLC in respect of trades in securities with or for persons or entities who are resident in the United States, they and Thomas Weisel Partners LLC are not subject to section 25(1) of the Act.

Statute Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 25.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

THOMAS WEISEL PARTNERS CANADA INC.

AND THOMAS WEISEL PARTNERS (USA) INC.

 

RULING

(Section 74(1) of the Act)

UPON the application of Thomas Weisel Partners LLC (TWP LLC) and Thomas Weisel Partners Canada Inc. (TWP Canada) to the Ontario Securities Commission (the Commission) pursuant to subsection 74(1) of the Securities Act (Ontario) (the Act) for a ruling that where persons who are salespeople or officers of TWP LLC and who are also registered under the Act to trade on behalf of TWP Canada as salespeople or officers of TWP Canada (Dual Representatives) act on behalf of TWP LLC in respect of trades in securities with or for persons or entities who are resident in the United States (US Clients), the Dual Representatives and TWP LLC shall not be subject to section 25(1) of the Act;

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

AND UPON representation to the Commission that:

1. TWP Canada is incorporated under the laws of Canada. TWP Canada's registered office is located in Toronto, Ontario;

2. TWP Canada is registered as a dealer under the Act in the categories of broker and investment dealer and is a member of the Investment Industry Regulatory Organization of Canada;

3. TWP LLC is a limited liability company formed under the laws of the State of Delaware and is an affiliate of TWP Canada. TWP LLC and TWP Canada operate out of the same premises in Toronto, Ontario;

4. TWP LLC is registered as a broker-dealer under the U.S. Securities Exchange Act of 1934, as amended, and is a member of and regulated by the Financial Industry Regulatory Authority;

5. TWP LLC does not trade in securities with or on behalf of persons or entities who are resident in Canada;

6. Where TWP LLC trades with or on behalf of US Clients, TWP LLC and any dual representatives who act on behalf of TWP LLC in respect of such trades comply with applicable United States securities laws;

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

IT IS RULED, pursuant to section 74(1) of the Act, that:

1. The Dual Representatives shall not be subject to the registration requirements of section 25(1)(a) of the Act where the dual representatives act on behalf of TWP LLC in respect of trades in securities with or for US Clients, provided that the dual representatives comply with applicable US Securities laws; and

2. TWP LLC shall not be subject to the registration requirements of section 25(1)(a) of the Act with respect to trading in securities with or on behalf of US Clients provided that:

(i) TWP LLC complies with all registration and other requirements under applicable United States securities laws;

(ii) a dual representative acts on behalf of TWP LLC in respect of such trading; and

(iii) TWP LLC shall file with the Commission such reports as to trading in securities as the Commission may from time to time require.

October 7, 2008

"Mary G. Condon"

"Paul K. Bates"