Securities Law & Instruments

Headnote

Variation of Original Decision dated September13, 2002 - Subsection 38(1) of the Commodity Futures Act (Ontario)("CFA") - relief from the requirements of subsection 22(1)(b)of the CFA in respect of advising certain non-Canadian mutualfunds in respect of trades in commodity futures contracts tradedon commodity futures exchanges outside Canada and cleared throughclearing corporations outside Canada subject to certain termsand conditions, until the date when the funds cease to meetthe criteria of 7.10 of Rule 35-502.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

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

AND

REGULATION 90 UNDER

THE COMMODITY FUTURES ACT,

R.R.O. 1990, AS AMENDED (the"REGULATION")

AND

IN THE MATTER OF

CREDIT SUISSE ASSET MANAGEMENT,LLC and

CSAM CAPITAL INC.

 

ORDER

(Subsection 38(1) of the CFA)

WHEREAS the Ontario Securities Commission(the "Commission") issued a decision (the "OriginalDecision") on September 13, 2002 pursuant to subsection38(1) of the CFA that Credit Suisse Asset Management, LLC ("CSAM")and CSAM Capital Inc. ("CSAM Capital") and their officersare exempt from the requirements of paragraph 22(1)(b) of theCFA in respect of advising certain non-Canadian mutual fundsin respect of trades in commodity futures contracts traded oncommodity futures exchanges outside Canada and cleared throughclearing corporations outside Canada (the "Proposed AdvisoryBusiness");

UPON the application of CSAM and CSAMCapital to the Commission for an order varying the OriginalDecision;

AND UPON considering the applicationand the recommendation of staff of the Commission:

AND UPON CSAM and CSAM Capital havingrepresented to the Commission as follows.

1. CSAM is a limited liability company andCSAM Capital is a corporation and an affiliate of CSAM, andboth were created under the laws of the State of Delaware.

2. CSAM and CSAM Capital are each registeredwith the U.S. Commodities Futures Trading Commission (the"CFTC") as a commodity trading operator/ commoditytrading adviser and are members of the U.S. National FuturesAssociation (the "NFA").

3. CSAM and CSAM Capital serve as generalpartners for and/or have entered into certain investment advisoryagreements for the purpose of advising certain non-Canadianmutual funds as follows: DLJ Technology - Long/Short InvestorsLimited, Healthtech Long/Short Investors Limited, Global DiversifiedInvestors Limited, Global Diversified Investors II Limited,International Markets Long/Short Offshore Investors Fund andCSAM Low Volatility Alternative Offshore Fund (the "ExistingFunds") in respect of investments in or the use of commodityfutures contracts traded on commodity futures exchanges outsideCanada and cleared through clearing corporations outside Canada.

4. CSAM and CSAM Capital may also serve asgeneral partners and/or enter into investment advisory agreementsin the future for the purpose of advising other non-Canadianmutual funds (the "Future Funds") in respect ofinvestments in or the use of commodity futures contracts tradedon commodity futures exchanges outside Canada and clearedthrough clearing corporations outside Canada (the ExistingFunds and the Future Funds together the "Funds").

5. As would be required under section 7.10(Privately Placed Funds Offered Primarily Abroad) of Rule35-502 of the Securities Act (Ontario) all of the Fundsare or will be non-Canadian and the securities of the Fundsare or will be:

(1) primarily offered outside of Canada;

(2) only distributed in Ontario throughone or more registrants under the Securities Act(Ontario); and

(3) distributed in Ontario in reliance uponan exemption from the prospectus requirements under theSecurities Act (Ontario).

6. Prospective investors who are Ontario residentswill receive disclosure that includes (a) a statement thatthere may be difficulty in enforcing legal rights againstany of CSAM or CSAM Capital, or the officers of CSAM or CSAMCapital because they are resident outside of Canada and allor substantially all of their assets are situated outsideof Canada, and (b) a statement that CSAM and CSAM Capitalare not registered with or licensed by any securities regulatoryauthority in Ontario under the Commodity Futures Act,and, accordingly, the protections available to clients ofa registered adviser will not be available to purchasers ofunits of the Funds.

7. CSAM and CSAM Capital requested that paragraph2 of the operative section of the Original Decision be variedfrom as follows:

the Funds are invested in futures and optionscontracts traded on organized exchanges outside of Canadaand cleared through clearing corporations located outsideof Canada, in other derivative instruments traded over thecounter and, to a lesser extent, in securities;

to now read as follows:

the Funds are invested in futures and optionscontracts traded on organized exchanges outside of Canadaand cleared through clearing corporations located outsideof Canada, in other derivative instruments traded over thecounter primarily outside of Canada, and, toa lesser extent, in securities primarily outsideof Canada;

AND UPON being satisfied that it wouldnot be prejudicial to public interest for the Commission togrant the exemptions requested.

IT IS ORDERED that the Original Decisionis hereby revoked.

IT IS FURTHER ORDERED pursuant to subsection38(1) of the CFA that CSAM, CSAM Capital and their officersare not subject to the requirements of paragraph 22(1)(b) ofthe CFA in respect of the Proposed Advisory Business until thedate when the Existing Funds or the Future Funds or both ceaseto meet the criteria of 7.10 of Rule 35-502 as set forth inparagraph 5 above provided that:

(1) CSAM and CSAM Capital continue to beregistered with the CFTC as commodity trading advisers andare members of the NFA;

(2) the Funds are invested in futures andoptions contracts traded on organized exchanges outsideof Canada and cleared through clearing corporations locatedoutside of Canada, in other derivative instruments tradedover the counter primarily outside of Canada, and in securitiesprimarily outside of Canada; and

(3) Prospective investors who are Ontarioresidents will receive disclosure that includes

(a) a statement that there may be difficultyin enforcing legal rights against any of CSAM or CSAMCapital, or the officers of CSAM or CSAM Capital becausethey are resident outside of Canada and all or substantiallyall of their assets are situated outside of Canada; and

(b) a statement that CSAM and CSAM Capitalare not registered with or licensed by any securitiesregulatory authority in Ontario under the CommodityFutures Act, and, accordingly, the protections availableto clients of a registered adviser will not be availableto purchasers of units of the Funds.

November 1, 2002.

"Paul Moore"                    "H.P. Hands"