Barep Asset Management S.A. - s. 80 of the CFA

Headnote

Subsection 80 of the Commodity Futures Act (Ontario) -- relief from the requirements of subsection 22(1)(b) of the CFA in respect of advising certain non-Canadian mutual funds or non-redeemable investment funds related to commodity futures contracts traded on commodity futures exchanges outside Canada and cleared through clearing corporations outside Canada subject to certain terms and conditions.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

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

AND

IN THE MATTER OF

BAREP ASSET MANAGEMENT S.A.

ORDER

(Section 80 of the CFA)

UPON the application of Barep Asset Management S.A. (Barep) to the Ontario Securities Commission (the Commission) for an order pursuant to section 80 of the Act that Barep and its directors, officers and employees acting on its behalf as advisers (collectively the Representatives) are exempt for a period of three years from the requirements of paragraph 22(1)(b) of the Act in respect of advising certain mutual funds or non-redeemable investment funds (the Funds) in respect of trades in commodity futures contracts traded on commodity futures exchanges outside Canada and cleared through clearing corporations outside Canada (the Proposed Advisory Business);

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

AND UPON Barep having represented to the Commission that:

1. Barep is a corporation formed under the laws of France and is an indirect wholly-owned subsidiary of Société Générale S.A., a French commercial, retail and investment banking institution.

2. Barep is registered with the French Commission des Operations de Bourse. Barep is also registered as a commodity trading adviser with the United States Commodities Futures Trading Commission (the CFTC) and is a member of the United States National Futures Association (the NFA). Barep is not registered in any capacity under the Act or the Ontario Securities Act (OSA).

3. Barep is the investment advisor for the Funds which have been or will be established from time to time.

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

5. As would be required under section 7.10 (Privately Placed Funds Offered Primarily Abroad) of Rule 35-502 of the OSA, securities of the Funds will be:

(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 upon an exemption from the prospectus requirements of the OSA.

6. Prospective investors who are Ontario residents will receive disclosure that includes (i) a statement that there may be difficulty in enforcing legal rights against the Funds and or the Applicant which advises the relevant Funds, because such entities are resident outside of Canada and as all or substantially all of their assets are situated outside of Canada; and (ii) a statement that the Applicant advising the applicable Funds 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 public interest for the Commission to grant the exemptions requested;

IT IS ORDERED pursuant to section 80 of the Act that Barep and its Representatives are not subject to the requirements of paragraph 22(1)(b) of the CFA 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:

(a) Barep is registered with CFTC as a commodity trading adviser and is a member of the NFA;

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

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

(d) prospective investors who are Ontario residents will receive disclosure that includes

(i) a statement that there may be difficulty in enforcing legal rights against Barep, or its Representatives, because they are resident outside of Canada and all or substantially all of their assets are situated outside of Canada; and

(ii) a statement that Barep 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 a Fund.

November 26, 2004.