Securities Law & Instruments

Headnote

Unitsof investment trusts, created under the laws of Quebec, that investin "foreign securities" as defined in subsection 204(1) of theRegulation are designated, pursuant to subsection 204(3) of theRegulation, as "foreign securities" for the purposes of the definitionof "foreign securities" in subsection 204(1) of the Regulationprovided that the Funds do not invest in any securities that arenot "foreign securities" as defined in subsection 204(1) of theRegulation except in circumstances where it is appropriate toinvest in Canadian money market instruments in order to provideliquidity and where such investment would be incidental to theprincipal investment objectives of the Funds.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5, as am.

RegulationsCited

Regulationmade under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,ss. 204(1), 204(3).

INTHE MATTER OF

REGULATIONR.R.O. 1990, AS AMENDED (the "Regulation")

MADEUNDER THE SECURITIES ACT

R.S.O.,c.S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

LOMBARDODIER SECURITIES INC.

AND

LOMBARDODIER INTERNATIONAL PORTFOLIO MANAGEMENT LIMITED

DESIGNATION

(Subsection204(3) of the Regulation)

UPONthe application of Lombard Odier Securities Inc. ("LOSI") andLombard Odier International Portfolio Management Limited ("LOIPM")to the Ontario Securities Commission (the "Commission") fora designation, pursuant to subsection 204(3) of the Regulation,of units of each of the Funds (defined below) as "foreign securities"for the purposes of the definition of "foreign security" containedin subsection 204(1) of the Regulation;

ANDUPON considering the application and the recommendationof staff of the Commission;

ANDUPON LOSI and LOIPM having represented to the Commissionthat:

1.LOSI, a corporation incorporated under the laws of the Stateof Delaware and having its principal place of business in NewYork City, is registered under the Act as a dealer, in the category"international dealer".

2.LOIPM, a corporation incorporated under the laws of the UnitedKingdom, is registered as an international adviser under theAct.

3.The Lombard Odier Pooled Funds (Canada) is a family of trusts(herein referred as a "Fund" or collectively as the "Funds")established under the Trust Agreement dated as of September28, 2001 (the "Agreement"), between The Royal Trust Company("Royal Trust"), as trustee and LOIPM, as settlor, and LombardOdier Trust Company ("LOTC"), as manager of the Funds (the "Manager").LOIPM will also act as investment adviser for the Funds.

4.The trustee (the "Trustee") of each Fund will be Royal Trust,or a successor trust company licensed to carry on business asa trust company in Canada or Ontario.

5.In the case of each Fund, the Agreement creating the Fund andgoverning its business and affairs requires the Fund to operateso that monies in the Fund will, generally, be invested in "foreignsecurities", as that term is defined in subsection 204(1) ofthe Regulation. Except for investments in Canadian money marketinstruments to provide for liquidity, which investments willbe solely incidental to the principal investment objectivesof the Funds, the Funds will not invest in any securities thatare not "foreign securities" as that term is defined in subsection204(1) of the Regulation.

6.Units of each of the Funds will be issued and offered as anundivided interest in the property of such Fund by LOSI whichwill act as distributor of units of the Funds.

7.LOSI proposes to sell units of each Fund in Ontario to "designatedinstitutions", as defined in subsection 204(1) of the Regulation,pursuant to clause 208(1)(d) of the Regulation, but only ifthe units are "foreign securities", as defined in subsection204(1) of the Regulation.

ANDUPON the Commission being satisfied that to do so wouldnot be contrary to the public interest;

NOWTHEREFORE, pursuant to subsection 204(3) of the Regulation,the Commission hereby designates the units of the Funds as "foreignsecurities" for the purposes of the definition of "foreign securities"in subsection 204(1) of the Regulation.

January11, 2002.

"H.Lorne Morphy"       "R. Stephen Paddon"