Securities Law & Instruments

Headnote

Subsection 38(1) - Relief, for a period of three years, from the requirements ofparagraph 22(1)(b) of the CFA in respect of advising certain Funds in respect oftrades in commodity futures contracts traded on commodity futures exchangesoutside Canada and cleared through clearing corporations outside Canada, subjectto certain terms and conditions, AND

Subsection 74(1) - Relief, for a period of three years, from the requirements ofparagraph 25(1)(c) of the OSA in respect of advising certain Funds in respect oftrades in securities, subject to certain terms and conditions.

Applicable Ontario Statutory Provisions

Commodity Futures Act, R.S.O. 1990. c C20, as am., s.38(1)

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

IN THE MATTER OF THE COMMODITY FUTURES ACT,
R.S.O. 1990, CHAPTER C.20, AS AMENDED (the "CFA")


AND

IN THE MATTER OF THE SECURITIES ACT,
R.R.O. 1990, CHAPTER S.5 AS AMENDED (THE "OSA")


AND

IN THE MATTER OF
CITIBANK, N.A.


ORDER AND RULING
(Subsection 38(1) of the CFA and Subsection 74(1) of the OSA)


UPON the application of Citibank, N.A. ("Citibank") on its own behalf and onbehalf of its current and future affiliates (the "Applicants") to the Ontario SecuritiesCommission (the "Commission") for: (i) an order pursuant to subsection 38(1) of theCFA to exempt the Applicants and their directors, officers, and employees from therequirements of paragraph 22(1)(b) of the CFA in respect of advising certain mutualfunds, non-redeemable investment funds and similar investment vehicles ("Funds"), thesecurities of which may be privately placed in Ontario, in respect of trades incommodity futures contracts traded on commodity futures exchanges outside Canadaand cleared through clearing corporations outside Canada, subject to certain terms andconditions; and (ii) a ruling pursuant to Subsection 74(1) of the OSA to exempt theApplicants and their directors, officers and employees from the requirements ofparagraph 25(1)(c) of the OSA in respect of advising the Funds in respect of trades insecurities, subject to certain terms and conditions;

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

AND UPON Citibank having represented to the Commission that:

1. The Applicants include Citibank and any of its affiliates that provide investmentadvice to mutual funds, non-redeemable investment funds or similar investmentvehicles the securities of which are offered primarily outside of Canada.Citibank is a subsidiary of Citigroup Inc., a bank holding company, the commonstock of which is listed on the New York Stock Exchange. Citibank is a nationalbanking association organized under the laws of the United States. TheApplicants include the following affiliates of Citibank:

(a) Citicorp Trust NA (California), a national banking association, organizedunder the laws of the United States;

(b) Citibank International plc, a company organized under the laws ofEngland; and

(c) Travelers Asset Management International Company LLC, a limitedliability company organized under the laws of the State of New York.

2. The Applicants currently provide or will in the future provide advice with respectto commodity futures contracts or securities to the Funds.

3. Each of the Applicants is or will be registered or licensed under applicablelegislation of its principal jurisdiction to provide advice to the Funds, or is or willbe entitled to rely on appropriate exemptions from such registrations or licencespursuant to the applicable legislation of its principal jurisdiction. In particular:

(a) As national banking associations, both Citibank and Citicorp Trust NA(California) are subject to regulatory supervision by the Office of theComptroller of the Currency. As national banking associations, Citibankand Citicorp Trust NA (California) are exempt from the requirement toregister under the Investment Advisers Act of 1940. Citicorp Trust NA(California), is registered as a commodity pool operator with theCommodity Futures Trading Commission in the United States;

(b) Citibank International plc is a member of the Investment ManagementRegulatory Organization Limited in the United kingdom and is regulatedby the Securities and Futures Authority Limited in the United Kingdom;and

(c) Travelers Asset Management International Company LLC is a registeredinvestment adviser under the Investment Advisers Act of 1940.

4. None of the Applicants is registered in any capacity under the CFA or the OSA.

5. The Funds may invest in futures and options contracts traded on organizedexchanges outside of Canada and cleared through clearing corporations locatedoutside of Canada and/or may invest in securities.

6. None of the Funds is, and none has a current intention of becoming, a reportingissuer in Ontario or in any other Canadian jurisdiction.

7. Securities of the Funds are offered primarily outside of Canada to institutionalinvestors and high net worth individuals. It is anticipated that securities of theFunds will be offered to a small number of Ontario residents (expected to beinstitutional investors or high net worth individuals) and that such securitiesdistributed in Ontario will be distributed through registrants (as defined underthe Securities Act (Ontario)) in reliance upon an exemption from therequirements of sections 53 and 62 of the Securities Act (Ontario).

8. Prospective investors who are Ontario residents will receive disclosure thatincludes (a) a statement that there may be difficulty in enforcing legal rightsagainst the applicable Fund or any of the adviser, the trustee or manager of theapplicable Fund because they are resident outside of Canada and all orsubstantially all of their assets are situated outside of Canada; and (b) astatement that the Applicant advising the applicable Fund is not registered withor licensed by any securities regulatory authority in Canada and accordingly, theprotections available to clients of a registered adviser will not be available topurchasers of securities of a Fund.

AND UPON being satisfied that it would not be prejudicial to public interest forthe Commission to grant the exemptions requested on the basis of the terms andconditions proposed,

IT IS ORDERED pursuant to subsection 38(1) of the CFA that the Applicantsand their directors, employees and officers are not subject to the requirements ofparagraph 22(1)(b) of the CFA in respect of their advisory activities in connection withthe Funds for a period of three years, provided that:

(a) such Applicant is registered or licensed under applicable legislation of itsprincipal jurisdiction to provide advice to the Funds, or is entitled to rely onappropriate exemptions from such registrations or licences pursuant to theapplicable legislation of its principal jurisdiction;

(b) the Funds invest in futures and options contracts traded on organizedexchanges outside of Canada and cleared through clearing corporations locatedoutside of Canada and other derivative instruments traded over the counter andmay, to a lesser extent, invest in securities;

(c) securities of the Funds are offered primarily abroad and are only distributed inOntario through registrants (as defined under the Securities Act (Ontario)) andin reliance upon an exemption from the requirements of Sections 53 and 62 ofthe OSA; and

(d) prospective investors who are Ontario residents will receive disclosure thatincludes (a) a statement that there may be difficulty in enforcing legal rightsagainst any of adviser, the trustee or manager of the applicable Fund becausethey are resident outside of Canada and all or substantially all of their assetsare situated outside of Canada; and (b) a statement that the Applicant advisingthe applicable Fund is not registered with or licensed by any securitiesregulatory authority in Canada and accordingly, the protections available toclients of a registered adviser will not be available to purchasers of securitiesof such Fund.

IT IS RULED pursuant to Subsection 74(1) of the OSA that the Applicants andtheir directors, officers and employees are not subject to the requirements of paragraph25(1)(c) of the OSA in respect of their advisory activities in connection with the Fundsfor a period of three years, provided that:

(a) such Applicant is registered or licensed under applicable legislation of itsprincipal jurisdiction to provide advice to the Funds, or is entitled to rely onappropriate exemptions from such registrations or licences pursuant to theapplicable legislation of its principal jurisdiction;

(b) securities of the Funds are offered primarily abroad and are only distributed inOntario through registrants (as defined under the OSA) and in reliance upon anexemption from the requirements of Sections 53 and 62 of the OSA; and

(c) prospective investors who are Ontario residents will receive disclosure thatincludes (a) a statement that there may be difficulty in enforcing legal rightsagainst any of the adviser, the trustee or manager of the applicable Fundbecause they are resident outside of Canada and all or substantially all of theirassets are situated outside of Canada; and (b) a statement that the Applicantadvising the applicable Fund is not registered with or licensed by any securitiesregulatory authority in Canada and accordingly, the protections available toclients of a registered adviser will not be available to purchasers of securitiesof such Fund.

October 20th, 2000.

"Robert W. Davis"       "J. F. Howard"