Ramius LLC et al. - ss. 3.1(1), 80 of the CFA

Non-resident advisers exempted from adviser registration requirement in subsection 22(1)(b) of the Commodity Futures Act where the non-resident acts as an adviser to mutual funds or non redeemable investment funds in respect of trading in certain commodity futures contracts and commodity futures options -- Contracts and options are primarily traded on commodity futures exchanges outside of Canada and primarily cleared outside of Canada -- Funds are established outside of Canada, but may distribute their securities to certain Ontario residents.

Exemption subject to conditions corresponding to the requirements for the exemption from the adviser registration requirement in the Securities Act contained in section 7.10 of OSC Rule 35-502 Non-Resident Advisers -- Exemption also subject to requirements relating to the registration or licensing status of the non-resident adviser in its principal jurisdiction and disclosure to Ontario resident securityholders of the corresponding fund -- Exemption order has a five-year "sunset date".

Assignment by Commission to the Director of the powers and duties vested in the Commission under subsection 78(1) of the CFA to vary the exemption order by specifically naming affiliates of the initial applicants as named applicants for the purposes of the exemption, following an affiliate notice and Director consent procedure specified in the decision.

Statutes Cited

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 1(1), 3.1(1), 22, 22(1)(b), 78(1), 80.

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

National Instruments Cited

National Instrument 45-106 Prospectus and Registration Exemptions.

OSC Rules Cited

OSC Rule 35-502 Non Resident Advisers, s. 7.10.

OSC Notices Cited

Notice of Proposed Rule 35-502 International Advisers (1998) 21 OSCB 6258.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

R.S.O. 1990, CHAPTER C.20, AS AMENDED

(the CFA)

AND

IN THE MATTER OF

RAMIUS LLC,

RAMIUS FUND OF FUNDS GROUP LLC,

RAMIUS ADVISORS, LLC AND

RCG STARBOARD ADVISORS, LLC

AND

IN THE MATTER OF THE ASSIGNMENT OF

CERTAIN POWERS AND DUTIES OF THE

ONTARIO SECURITIES COMMISSION

ORDER AND ASSIGNMENT

(Section 80 and Subsection 3.1(1) of the CFA)

UPON the application (the Application) to the Ontario Securities Commission (the Commission) by Ramius LLC (Ramius), Ramius Fund of Funds Group LLC (Ramius FF), Ramius Advisors, LLC (Ramius Advisors), and RCG Starboard Advisors, LLC (RCG) (collectively, the Ramius Entities), on their own behalf, and on behalf of Ramius Affiliates (as defined below) that file an Identifying Notice (as defined below) to become a Named Applicant (as defined below), for:

(a) an order of the Commission, pursuant to section 80 of the CFA (the Order), that each of the Ramius Entities, and each of the Ramius Affiliates that file an Identifying Notice to become a Named Applicant for the purposes of this Order (including their respective directors, officers, employees or other individual representatives, acting on their behalf), is exempt from the adviser registration requirement in the CFA in connection with the Named Applicant acting as an adviser to one or more Funds (as defined below), in respect of Foreign Contracts (as defined below); and

(b) an assignment by the Commission, pursuant to subsection 3.1(1) of the CFA, to each Director (acting individually) of the powers and duties vested in the Commission under subsection 78(1) of the CFA, to vary the above order, from time to time, by specifically naming one or more of the Ramius Affiliates, that file an Identifying Notice, as a Named Applicant for the purposes of this Order;

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

AND WHEREAS for the purposes of this Order and Assignment (collectively, this Decision);

(i) the following terms shall have the following meanings:

"adviser registration requirement in the CFA" means the provisions of section 22 of the CFA that prohibit a person or company from acting as an adviser unless the person or company satisfies the applicable provisions of section 22 of the CFA;

"adviser registration requirement in the OSA" means the provisions of section 25 of the OSA that prohibit a person or company from acting as an adviser, as defined in the OSA, unless the person or company satisfies the applicable provisions of section 25 of the OSA;

"Director's Consent" means, for a Ramius Affiliate, the Director's Consent referred to in paragraph 4, below;

"Foreign Contract" means a commodity futures contract or a commodity futures option that is, in each case, primarily traded on one or more organized exchanges that are located outside of Canada and primarily cleared through one or more clearing corporations that are located outside of Canada;

"Fund" means a mutual fund or a non-redeemable investment fund;

"Identifying Notice" means, for a Ramius Affiliate, the Identifying Notice referred to in paragraph 3, below;

"Named Applicant" means:

(a) Ramius, Ramius FF, Ramius Advisors or RCG; and

(b) a Ramius Affiliate that has filed an Identifying Notice, to become a Named Applicant for the purposes of this Order, and for which the Director has issued a Director's Consent;

"Objection Notice" means, for a Ramius Affiliate, an objection notice, as described in paragraph 5, below, that is issued by the Director, following the filing by the Ramius Affiliate of an Identifying Notice, as described in paragraph 3, below;

"OSA" means the Securities Act (Ontario);

"OSC Rule 35-502" means Ontario Securities Commission Rule 35-502 Non Resident Advisers, made under the OSA;

"prospectus requirement in the OSA" means the requirement in the OSA that prohibits a person or company from distributing a security unless a preliminary prospectus and prospectus for the security have been filed and receipts obtained for them;

"Ramius Affiliate" means an entity, other than a Ramius Entity, that is an affiliate of a Ramius Entity; and

(ii) terms used in this Decision that are defined in the OSA, and not otherwise defined in the Decision or in the CFA, shall have the same meaning as in the OSA, unless the context otherwise requires; and

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

AND UPON the Ramius Entities having represented to the Commission that:

1. Each of the Ramius Entities is a Delaware limited liability company. Ramius FF is jointly owned by Ramius and Bayerische Hypo-und Vereinsbank AG, a company organized under the laws of Germany. Any Ramius Affiliate that files an Identifying Notice for the purpose of becoming a Named Applicant in accordance with this Decision will, at the relevant time, be an entity organized under the laws of a jurisdiction outside of Canada.

2. The Funds for which it is anticipated one or more of the Named Applicants may act as an adviser comprise:

(i) Ramius Halifax Overseas Fund, Ltd., RCG Ambrose Overseas Fund, Ltd., RCG Latitude Overseas Fund, Ltd., RCG Carpathia Overseas Fund, Ltd., RCG II, Ltd., RCG Sextant Overseas Fund, Ltd., Tapestry Overseas Fund, Ltd., Tapestry Overseas II Feeder, Ltd., Tapestry Overseas II USD Feeder, Ltd., Tapestry Global Event Fund, Ltd., Tapestry Value Creation Fund, Ltd., Tapestry Hedged Equity Fund, Ltd., Tapestry Global Arbitrage Fund, Ltd., Tapestry Global Equity Fund, Ltd., Tapestry Vintage Fund, Ltd., Ramius Fund Ltd. -- Ramius Advisors, LLC, Ramius Fund II, Ltd. -- Ramius Advisors LLC and Starboard Value and Opportunity Overseas Fund, Ltd; and

(ii) other alternative investment funds, non-redeemable investment funds and similar investment vehicles.

3. A Ramius Affiliate, that is not a Named Applicant, that proposes to rely on the exemption from the adviser registration requirement in the CFA provided in this Order will complete and file with the Commission (Attention: Manager, Registrant Regulation) two copies of a notice (the Identifying Notice, in the form of Part A of the Schedule to this Decision), applying to the Director, acting on behalf of the Commission under the below Assignment, to vary this Order to specifically name the Ramius Affiliate as a Named Applicant for the purposes of the Order. The Identifying Notice will be filed not less than ten (10) days before the date the Ramius Affiliate proposes to rely on the exemption set out in the Order.

4. If, in the Director's opinion, it would not be prejudicial to the public interest to specifically name a Ramius Affiliate as a Named Applicant for the purposes of this Order, the Director will, within ten (10) days after receiving an Identifying Notice from the Ramius Affiliate, issue to the Ramius Affiliate a written consent (the Director's Consent, in the form of Part B of the Schedule to this Order). However, the Ramius Affiliate will not be a Named Applicant for the purposes of this Order unless and until the corresponding Director's Consent is issued by the Director.

5. If, after reviewing an Identifying Notice for a Ramius Affiliate, the Director is not of the opinion that it would not be prejudicial to the public interest to specifically name such Ramius Affiliate as a Named Applicant for the purposes of this Order, the Director will issue to the Ramius Affiliate a written notice of objection (the Objection Notice), in which case the Ramius Affiliate will not be permitted to rely on the exemption from the adviser registration requirement in the CFA provided to the Named Applicants in this Order, but may, by notice in writing sent by registered mail to the Secretary of the Commission within 30 days after receiving the Objection Notice, request and be entitled to a hearing and review by the Commission of the Director's objection.

6. Subsection 78(1) of the CFA provides that the Commission may, on the application of a person or company affected by the decision, make an order revoking or varying a decision of the Commission if, in the Commission's opinion, the order would not be prejudicial to the public interest. Further, subsection 3.1(1) of the CFA provides that a quorum of the Commission may assign any of its powers and duties under the CFA (except powers and duties under section 4 and Part IV) to the Director.

7. Any Funds in respect of which a Named Applicant may act as adviser (under the CFA) pursuant to this Order will be established outside of Canada. It is anticipated that securities of these Funds will be primarily offered outside of Canada to institutional investors and individuals having a high net-worth, and to the extent the securities of the Funds will be offered to Canadian investors, such investors will each qualify as an "accredited investor" for the purposes of National Instrument 45-106 Prospectus and Registration Exemptions, made under the OSA.

8. None of the Funds in respect of which a Named Applicant may act as an adviser (under the CFA) pursuant to this Order has any intention of becoming a reporting issuer under the OSA or under the securities legislation of any other jurisdiction in Canada.

9. Paragraph 22(1)(b) of the CFA prohibits a person or company from acting as an adviser unless the person or company is registered as an adviser under the CFA, or is registered as a representative or as a partner or an officer of a registered adviser and is acting on behalf of such registered adviser, and otherwise satisfies the applicable requirements specified in section 22 of the CFA. Under the CFA, "adviser" means a person or company engaging in or holding himself, herself or itself out as engaging in the business of advising others as to trading in "contracts", and "contracts" is defined in subsection 1(1) of the CFA to mean "commodity futures contracts" and "commodity futures options" (with these latter terms also defined in subsection 1(1) of the CFA).

10. Where securities of a Fund are offered by the Fund to an Ontario resident, a Named Applicant that engages in the business of advising the Fund as to the investing in or the buying or selling of securities may, by so acting, be interpreted as acting as an adviser, as defined in the OSA, to the Ontario residents who acquire the securities offered by the Fund, as suggested in the Notice of the Commission dated October 2, 1998, requesting comments on the then proposed OSA Rule 35-502. Similarly, where securities of a Fund are offered to Ontario residents, a Named Applicant that engages in the business of advising the Fund as to trading in commodity futures contracts or commodity futures options, may, by so acting, also be interpreted as acting as an adviser (as defined in the CFA) to the Ontario residents who acquire the securities offered by the Fund.

11. None of the Ramius Entities is registered in any capacity under the CFA, and none of the Named Applicants will be registered under the CFA so long as the particular Named Applicant remains a Named Applicant for the purposes of this Order. If a Named Applicant advises any Funds (that has distributed its securities to any Ontario residents) as to investing in or the buying or selling securities, it will comply with the adviser registration requirement in the OSA, and may, for this purpose, rely on the exemption from the adviser registration requirement in the OSA contained in section 7.10 of OSC Rule 35-502, insofar as it acts as an adviser (as defined in the OSA) to Ontario residents who hold securities of the Funds. Currently, none of the Ramius Entities is registered in any capacity under the OSA.

12. There is currently no rule or other regulation under the CFA that provides an exemption from the adviser registration requirement in the CFA for a person or company acting as an adviser, in respect of commodity futures options or commodity futures contracts, that corresponds to the exemption from the adviser registration requirement in the OSA for acting as an adviser, as defined in the OSA, in respect of securities, that is contained in section 7.10 of OSC Rule 35-502.

13. Section 7.10 of OSC Rule 35-502 provides that the adviser registration requirement in the OSA does not apply to a person or company acting as a portfolio adviser (as defined in OSC Rule 35-502) to a fund (as defined in the Rule), if the securities of the fund are:

(a) primarily offered outside of Canada;

(b) only distributed in Ontario through one or more registrants under the OSA; and

(c) distributed in Ontario in reliance upon an exemption from the prospectus requirement in the OSA.

14. Each of the Named Applicants, where required, is or will be appropriately registered or licensed or is, or will be, entitled to rely on appropriate exemptions from such registration or licensing requirements to provide advice to the Funds pursuant to the applicable legislation of its principal jurisdiction.

15. Ramius is registered as an investment adviser under the Investment Advisers Act of 1940 (United States) (the 1940 Act).

16. Ramius FF is registered as an investment adviser under the 1940 Act. In addition, Ramius FF is a commodity pool operator and a commodity trading adviser, on an exempt basis, with the Commodity Futures Trading Commission (the CFTC) and the National Futures Association, both in the United States.

17. Ramius Advisors is registered as an investment adviser under the 1940 Act and as a commodity pool operator with the CFTC.

18. RCG is registered as an investment adviser under the 1940 Act.

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

IT IS ORDERED, pursuant to section 80 of the CFA, that each of the Named Applicants (including the respective directors, officers, employees or other individual representatives of each of the Named Applicants, acting on behalf of the Named Applicant) is exempted from the adviser registration requirement in the CFA in connection with the Named Applicant acting as an adviser to a Fund, in respect of Foreign Contracts, provided that, at the time the Named Applicant so acts as an adviser to the Fund:

A. the Named Applicant is not ordinarily resident in Ontario;

B. the Named Applicant is appropriately registered or licensed, or entitled to rely upon appropriate exemptions from registration or licensing requirements, in order to provide to the Fund advice as to trading in the corresponding Foreign Contracts, pursuant to the applicable legislation of the Named Applicant's principal jurisdiction;

C. securities of the Fund are:

(i) primarily offered outside of Canada,

(ii) only distributed in Ontario through one or more registrants under the OSA; and

(iii) distributed in Ontario in reliance on an exemption from the prospectus requirement in the OSA;

D. prior to their purchasing any securities of the Fund, all investors in the Fund who are resident in Ontario shall have received disclosure that includes:

(i) a statement to the effect that there may be difficulty in enforcing any legal rights against the Fund or the Named Applicant (including the individual representatives of the Named Applicant acting on behalf of the Named Applicant), because the Named Applicant is a resident outside of Canada and, to the extent applicable, all or substantially all of its assets are situated outside of Canada; and

(ii) a statement to the effect that the Named Applicant is not registered (or licensed) under the CFA and, as a result, investor protections that might otherwise be available to clients of a registered adviser under that CFA will not be available to purchasers of securities of the Fund; and

E. this Order shall expire five years after the date hereof;

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

PURSUANT to subsection 3.1(1) of the CFA, the Commission hereby assigns to each Director, acting individually, the powers and duties vested in the Commission under subsection 78(1) of the CFA to:

(i) vary the above Order, from time to time, by specifically naming any one or more Ramius Affiliates that has filed an Identifying Notice, as described in paragraph 3, above, as a Named Applicant for the purposes of the Order, by issuing a Director's Consent, as described in paragraph 4, to the Ramius Affiliate; and

(ii) object, from time to time, to varying the above Order to specifically name any one or more Ramius Affiliates that has filed an Identifying Notice, as described in paragraph 3, above, as a Named Applicant, by issuing to the Ramius Affiliate an Objection Notice, as described in paragraph 5, above, provided, however, that, in the event of any such objection, the corresponding Ramius Affiliate may, by notice in writing sent by registered mail to the Secretary of the Commission, within 30 days after receiving the Objection Notice, request and be entitled to a hearing and review of the objection by the Commission.

July 25, 2008

SCHEDULE

FORM OF IDENTIFYING NOTICE

AND

DIRECTOR'S CONSENT

Part A: Identifying Notice to the Commission

The undersigned, being an authorized representative of the above Affiliate of the Ramius Entities, hereby represents to the Commission that:

1. On __________ _____, 2008, the Commission issued an order (the Order), pursuant to section 80 of the Commodity Futures Act (Ontario) (the CFA), that each of the Named Applicants (as defined in the Decision containing the Order) is exempt from the adviser registration requirement in paragraph 22(1)(b) of the CFA in respect of the Named Applicant acting as an adviser to one or more of the Funds (as defined in the Decision), in respect of Foreign Contracts (as defined in the Decision), subject to certain terms and conditions specified in the Order.

2. The Affiliate of the Ramius Entities has attached a copy of the Decision to this Identifying Notice.

3. The Affiliate of the Ramius Entities is an affiliate of one or more of Ramius LLC, Ramius Fund of Funds Group LLC, Ramius Advisors, LLC and RCG Starboard Advisors, LLC.

4. The Affiliate of the Ramius Entities (whose name does not specifically appear in the Order) hereby applies to the Director, acting on behalf of the Commission under the Assignment in the Decision, to vary the Order to specifically name the Affiliate of the Ramius Entities as a Named Applicant for the purposes of the Order, pursuant to section 78 of the CFA.

5. The Affiliate of the Ramius Entities confirms the truth and accuracy of all the information set out in the Decision.

6. This Identifying Notice has been filed with the Commission not less than ten (10) days prior to the date on which the Affiliate of the Ramius Entities proposes to rely on the exemption from the adviser registration requirement in the CFA provided to Named Applicants in the Order, subject to the terms and conditions specified in the Order.

7. The Affiliate of the Ramius Entities has not, and will not, rely on such exemption unless and until it has received from the Director, a written Director's Consent, as provided in the form of Part B of the Schedule attached to the Decision.

Dated at ____________________ this _____ day of _______________, 20_____.

Part B: Director's Consent

I acknowledge receipt from the Affiliate of the Ramius Entities of its Identifying Notice, dated ____________________, 20_____, by which the Affiliate of the Ramius Entities has applied to the Director, acting on behalf of the Commission under the Assignment in the Decision attached to Identifying Notice, to specifically name the Affiliate of the Ramius Entities as a Named Applicant for the purposes of the Order contained in the Decision.

Based on the representations contained in the Decision and in the Identifying Notice, and my being of the opinion that to do so would not be prejudicial to the public interest, on behalf of the Commission, as a Director for the purposes of the Commodity Futures Act (Ontario), I hereby vary the Order to specifically name the Affiliate of the Ramius Entities as a Named Applicant for the purposes of the Order.

Dated at ____________________ this ____ day of ____________, 20___.

ONTARIO SECURITIES COMMISSION

By: