Amaranth International Advisors LLC and Amaranth Advisors LLC - s. 80 of the CFA

Headnote

Section 80 of the Commodity Futures Act (Ontario) -- relief from the adviser registration requirements of subsection 22(1)(b) of the CFA granted to a non-resident adviser in respect of advising certain mutual funds, non-redeemable investment funds and similar investment vehicles related to commodity futures contracts and commodity futures options traded on commodity futures exchanges primarily outside Canada and cleared through clearing corporations primarily outside 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 CFA)

AND

IN THE MATTER OF

AMARANTH INTERNATIONAL ADVISORS L.L.C.

AND

AND AMARANTH ADVISORS L.L.C.

ORDER

(Section 80 of the CFA)

UPON the application (the Application) of Amaranth International Advisors LLC and Amaranth Advisors LLC (the Applicants) to the Ontario Securities Commission (the Commission) for an order pursuant to section 80 of the CFA that each of the Applicants and its directors, officers, partners, members and employees (the Representatives), be exempt, for a period of three years, from the requirements of paragraph 22(1)(b) of the CFA in respect of advising certain mutual funds, non-redeemable investment funds and similar investment vehicles (the Funds) established outside of Canada in respect of trades in commodity futures contracts and commodity futures options principally traded on commodity futures exchanges outside Canada and cleared through clearing corporations outside Canada;

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

AND UPON the Applicants having represented to the Commission the following:

1. The Applicants are Amaranth International Advisors LLC and Amaranth Advisors LLC Each of Amaranth International Advisors LLC and Amaranth Advisors LLC is a limited liability company organized under the laws of the State of Delaware in the United States. The Applicants may also include other non-resident entities that may subsequently execute and submit to the Commission a verification certificate confirming the truth and accuracy of the information set out in this Order with respect to that particular Applicant.

2. The Funds include "feeder" funds (the Feeder Funds) that invest all or substantially all of their assets in "master" funds (the Underlying Funds). The Underlying Funds are each wholly-owned by certain of the Feeder Funds. The Feeder Funds and the Underlying Funds are, or will be, established outside of Canada.

3. Each of the Applicants are trading advisors for the Feeder Funds. Amaranth Advisors LLC is the primary trading advisor of the Underlying Funds. Other affiliated entities of Amaranth Advisors also act as trading advisors to the Underlying Funds.

4. Securities of the Feeder Funds are, or will be, offered primarily outside of Canada. Given that the Underlying Funds are wholly-owned subsidiaries of the Feeder Funds, securities of the Underlying Funds are themselves not offered to third party investors. Securities of the Feeder Funds will be offered and distributed in Ontario through Ontario-registered dealers, in reliance upon an exemption from the prospectus requirements of the Securities Act (Ontario) (the OSA), and in reliance upon an exemption from the adviser registration requirement of the OSA under Section 7.10 of Commission Rule 35-502 Non-Resident Advisers (Rule 35-502).

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

6. None of the Funds is or has any current intention of becoming a reporting issuer in Ontario or in any other Canadian jurisdiction.

7. Each of the Applicants, where required, is or will be registered or licensed or is or will be entitled to rely on appropriate exemptions from such registrations or licences to provide advice to the Funds pursuant to the applicable legislation of its principal jurisdiction. In particular, the Applicants rely on exemptions from the requirement to register with the U.S. Commodity Futures Trading Commission as well as exemptions from the requirement to register under the U.S. Investment Advisers Act of 1940.

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

9. Prospective investors in the Feeder Funds who are Ontario residents will receive disclosure that includes: (a) a statement that there may be difficulty in enforcing legal rights against the applicable Feeder Fund (or any of the Underlying Funds), or the trading advisor of the applicable Feeder Fund (or any of the Underlying Funds), 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 trading advisor advising the applicable Feeder Fund and, where applicable, the trading advisor(s) advising the relevant Underlying Fund, are not, or will not be, registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered advisor will not be available to purchasers of the Feeder Fund.

AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to grant the exemption requested on the basis of the terms and conditions proposed,

IT IS ORDERED pursuant to section 80 of the CFA that each of the Applicants and its Representatives responsible for advising the Funds are not subject to the requirements of paragraph 22(1)(b) of the CFA in respect of their advisory activities in connection with the Funds, for a period of three years.

April 29, 2005.