Relief granted from certain provisions of securities legislation for initial and continuousdistribution of index participation units of a technical mutual fund - relief fromregistration and prospectus requirement to permit distributions by the fund to specialdealers in specified circumstances - relief from the registration requirement granted topermit members of futures exchanges and their partners, directors or officers to trade inunits of the fund, subject to specified conditions.
Securities Act, R.S.O. 1990, c. S.5, as amended - ss. 25(1) & 53(1).
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
SSgA DOW JONES CANADA 40 INDEX PARTICIPATION FUND
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, NovaScotia, New Brunswick, Newfoundland, and Prince Edward Island (the "Jurisdictions")received an application (the "Application") from State Street Global Advisors, Ltd. ("SSgA")and SSgA Dow Jones Canada 40 Index Participation Fund (the "Fund") for a decisionpursuant to the securities legislation of the Jurisdictions (the "Legislation") that theprospectus and/or registration requirements contained in the Legislation do not apply to
(a) trades by the Fund in its units to the Special Dealer (as defined in paragraph 12below) in the circumstances described in the same paragraph), and
(b) trades in units of the Fund by members of a futures exchange, or the members'partners, directors or officers trading on behalf of such members;
AND WHEREAS under Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Ontario Securities Commission is the principal regulatorfor this Application;
AND WHEREAS SSgA has represented to the Decisions Makers as follows:
1. The Fund is a trust established under the laws of Ontario. State Street TrustCompany Canada, an affiliate of SSgA, is the trustee of the Fund.
2. SSgA is the manager of the Fund. It is registered in Québec, Ontario, Alberta, BritishColumbia, Nova Scotia and New-Brunswick as a portfolio manager and investmentcounsel (or the equivalent categories of registration) under the Legislation of suchJurisdictions. Its head office is located in Montreal, Québec.
3. The investment objective of the Fund is to invest in and hold baskets of shares (the"Index Shares") of the 40 companies (the "Constituent Companies") that make upthe Dow Jones Canada 40 Index ( the "40 Index"), in the same relative weight asthey are represented in the 40 Index (all the baskets of Index Shares collectively,the "Core Asset Shares"). The Fund will be managed as an index-tracking fund andwill track the price performance of the 40 Index.
4. The Fund has filed a preliminary prospectus with each of the Jurisdictions for thepurpose of the public and continuous distribution of its units in the Jurisdictions.Upon issuance of a receipt for its (final) prospectus (the "Prospectus"), the Fund willbecome a "reporting issuer" under the Legislation of each Jurisdiction where suchterm is applicable.
5. The "Core Asset Share Value per Unit" of the Fund is the quotient obtained bydividing the aggregate value of the Core Asset Shares held by the Fund, plus thevalue of any cash held to fund the cash redemption of units, by the number of unitsoutstanding. The Core Asset Share Value per Unit will be calculated daily and isintended to be equal to 1/25th of the level of the 40 Index.
6. The Fund's units will be listed and posted for trading on the Toronto Stock Exchange(the "Exchange"). Each unit will confer on the holder a proportionate share of theeconomic benefits similar to those that such holder could obtain through individualinvestments in securities of the Constituent Companies of the 40 Index.
7. It is intended for the Exchange trading price of the Fund's units to reflect the CoreAsset Share Value per Unit which, in turn, will closely track the 40 Index atapproximately 1/25th of its level, plus an amount reflecting each unit's pro rata shareof the undistributed net income of the Fund and the value of all dividends that havenot yet been received by the Fund but to which the Fund is entitled (the "AccruedDistributions"). The Accrued Distributions will be held in a separate account (the"Income Account"), together with the dividends on the Core Asset Shares held bythe Fund, the proceeds of the sale of dividends received in a form other than cash,and "Cash Equivalents" as defined in paragraph 10 below.
8. Each unit's pro rata share of Accrued Distributions at any time (the "AccruedDistribution Amount") will be an amount equal to the Accrued Distributions dividedby the number of units outstanding at such time. The Accrued Distribution Amountwill be calculated daily.
9. If the Core Asset Share Value per Unit of the Fund deviates significantly from 1/25thof the level of the 40 Index, the group of Index Shares constituting a basket will beadjusted or the Fund may cause the number of units outstanding to be consolidatedor split, as necessary, in order to move the Core Asset Share Value per Unit closerto 1/25th of the level of the 40 Index.
10. The cash assets held in the Income Account may be invested by the Fund in unitsof Perigee T-Plus Fund or any other mutual fund promoted or managed at arm'slength from SSgA and sold by prospectus in the Jurisdictions, and also in demanddeposits and other deposits with a term of not more than 120 days in a Canadianchartered bank or trust company and obligations of the Government of Canadamaturing in less than one year after the date that such obligations are acquired bythe Fund (the "Cash Equivalents").
11. Units of the Fund may only be purchased directly from the Fund by one or moremembers of the Exchange who are registered brokers or dealers and who haveentered into an underwriting agreement with the Fund (the "Underwriters"). Asubscription or purchase may be made by an Underwriter for the prescribed numberof units (the "Prescribed Number of Units"), or an integral multiple thereof, on anyday on which there is a trading session on the Exchange. A substantial portion ofthe consideration payable by the Underwriters for units of the Fund will consist ofIndex Shares, in prescribed number of shares. The Underwriters will not receiveany fees or commissions in connection with the Fund's issuance of units to them
12. Units of the Fund may also be issued directly and periodically by the Fund to oneor more members of the Exchange who are registered dealers or brokers and whohave entered into a special dealer agreement with the Fund (the "Special Dealer"),in the event of an adjustment to the 40 Index, a take-over bid or a similarextraordinary situation involving a Constituent Company, or to finance a permittedcash redemption of the Fund's units.
13. Except as described in paragraphs 11 and 12, the Fund's units may not bepurchased directly from the Fund. It is anticipated that investors will purchase unitsof the Fund from the Underwriters or through the facilities of the Exchange.However, the Fund may issue units directly to unitholders on the reinvestment ofspecial dividend distribution or capital gains distribution made in respect of theCore Asset Shares held by the Fund.
14. While unitholders who wish to dispose of their units may generally do so by sellingtheir units on the Exchange, a unitholder who holds a Prescribed Number of Unitsor an integral multiple thereof may redeem such units for a basket of Index Shares.Unitholders may also redeem their units for cash at a redemption price equal to 95%of the closing price of the units on the Exchange on the date of redemption.
15. Members of a futures exchange (or their partners, directors and officers), who areregistered only under the commodity futures legislation or requirements (if any) ofthe Jurisdiction where such members carry on the business of dealing in futurescontracts, may have to trade units of the Fund in order to hedge their futures andother derivatives holdings based on the 40 Index. Their registration under theapplicable commodity futures legislation does not permit them to trade in units ofthe Fund.
AND WHEREAS, under the System, this MRRS Decision Document evidences theDecision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;
The Decision of the Decision Makers under the Legislation is that
(a) the prospectus and registration requirements of the Legislation do not apply totrades by the Fund in its units to the Special Dealers, in the circumstancesdescribed in paragraph 12 above; and
(b) the registration requirement of the Legislation does not apply to trades in units of theFund by members of a futures exchange, or the members' partners, directors orofficers trading on behalf of such members, provided that
(i) the members or their partners, directors or officers are registered for tradingpurposes under the commodity futures legislation or requirements (if any) ofthe Jurisdiction where such members carry on the business of dealing infutures contracts,
(ii) the trades in units of the Fund are made only for such members' ownaccount, and
(iii) neither the members nor their partners, directors or officers will trade in unitsof the Fund on behalf of their clients.
September 8th, 2000.
"J. A. Geller" "Stephen N. Adams"