Vega Asset Management (U.S.A) LLC - s. 80 of the CFA

Headnote

Section 80 of the Commodity Futures Act (Ontario) (the CFA) - Relief from the adviser registration requirement of paragraph 22(1)(b) of the CFA granted to a non-resident adviser in respect of advising certain non-Canadian mutual funds regarding trades in commodity futures contracts and commodity futures options traded on commodity futures exchanges primarily outside of Canada and cleared through clearing corporations primarily outside of Canada, subject to certain terms and conditions.

Statutes Cited

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

Securities Act, R.S.O. 1990, c. S.5, as am. -- Rule 35-502 -- Non Resident Advisers.

IN THE MATTER OF

THE COMMODITY FUTURES ACT

R.S.O. 1990, CHAPTER C.20, AS AMENDED (the "ACT")

AND

IN THE MATTER OF

VEGA ASSET MANAGEMENT (U.S.A.) LLC

ORDER

(Section 80 of the Act)

UPON the application of Vega Asset Management (U.S.A.) LLC (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 80 of the Act that the Applicant and its directors, officers and employees are exempt from the requirements of paragraph 22(1)(b) of the Act in respect of advising Vega Select Opportunities Fund Limited, Vega Global Fund Limited, Vega Relative Value Fund Limited and Vega Diversified Fund Limited (the "Funds") in respect of trades in commodity futures contracts and options traded on commodity futures exchanges primarily outside of Canada and cleared through clearing corporations primarily outside of Canada (the "Proposed Advisory Business");

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

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a limited liability company organized under the laws of the State of Delaware in the United States of America.

2. The Applicant is registered as a commodity pool operator and as a commodity trading adviser with the Commodity Futures Trading Commission (the "CFTC") in the United States of America (the USA) and is a member of the National Futures Association (the "NFA") in the USA.

3. Vega Asset Management I Limited (the "Manager") is a limited liability company incorporated in the British Virgin Islands ("BVI") and licensed by the Registrar of Mutual Funds in BVI. The Manager provides fund management, administrative, investment advisory and distribution services to the Funds.

4. An investment committee for each of the Funds, appointed by the Manager, manages the trading and investments of the Funds, except for the commodities and futures contracts, which are under the sole and exclusive authority of the Applicant.

5. The Applicant is appointed by the Funds as the commodity pool operator and commodity trading adviser for the Funds with sole and exclusive authority to trade commodities and futures contracts for the accounts of the Funds and as the sub-advisor of the Funds to provide investment advisory services.

6. The Funds invest in commodities and futures contracts traded on organized exchanges located primarily outside of Canada and cleared through clearing corporations located primarily outside of Canada.

7. As would be required under section 7.10 (Privately Placed Funds Offered Primarily Abroad) of Rule 35-502 of the Securities Act (Ontario) the Funds are or will be non-Canadian and the securities of the Funds will be:

(i) primarily offered outside of Canada;

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

(iii) distributed in Ontario in reliance upon an exemption from the prospectus requirements under the Securities Act (Ontario).

8. Prospective investors who are Ontario residents will receive disclosure that includes (a) a statement that there may be difficulty in enforcing legal rights against the Applicant, or the directors, officers or employees of the Applicant because they are resident outside of Canada and all or substantially all of their assets are situated outside of Canada, and (b) a statement that the Applicant is not registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered adviser will not be available to purchasers of securities of the Funds.

AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to grant the exemptions requested.

IT IS ORDERED pursuant to section 80 of the Act that the Applicant and its directors, officers and employees responsible for advising the Funds are not subject to the requirements of paragraph 22(1)(b) of the Act in respect of the Proposed Advisory Business in connection with the Funds, for a period of three years, provided that at the time such Proposed Advisory Business is engaged in:

1. the Applicant continues to be registered with the CFTC as commodity pool operator and commodity trading adviser and be a member of the NFA;

2. the Funds invest in futures and options contracts traded on organized exchanges located primarily outside of Canada and cleared through clearing corporations located primarily outside of Canada, in other derivative instruments traded over the counter primarily outside of Canada, and in securities primarily outside of Canada;

3. securities of the Funds will be offered primarily outside of Canada and will only be distributed in Ontario through Ontario-registered dealers, in reliance on an exemption from the prospectus requirements of the Securities Act (Ontario) and upon an exemption from the adviser registration requirements of the Securities Act (Ontario) under section 7.10 of Rule 35-502; and

4. prospective investors who are Ontario residents will receive disclosure that includes

(a) a statement that there may be difficulty in enforcing legal rights against the Applicant, or the directors, officers or employees of the Applicant because they are resident outside of Canada and all or substantially all of their assets are situated outside of Canada; and

(b) a statement that the Applicant is not registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered adviser will not be available to purchasers of securities of the Funds.

January 20, 2004.