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iUnits S&P 500 RSP Index Fund & Barclays Global Investors Canada Limited
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA,
PRINCE EDWARD ISLAND, NEW BRUNSWICK,
NEWFOUNDLAND, THE YUKON TERRITORIES,
THE NORTHWEST TERRITORIES AND NUNAVUT
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
iUNITS S&P 500 RSP INDEX FUND
AND
BARCLAYS GLOBAL INVESTORS CANADA LIMITED
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, Prince Edward Island. New Brunswick,Newfoundland, the Yukon Territory, the Northwest Territories and Nunavut (the "Jurisdictions") received an applicationfrom the iUnits S&P 500 RSP Index Fund (the "Fund") and Barclays Global Investors Canada Limited ("Barclays")(together, the "Applicants") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that
(a) the registration requirement of the Legislation does not apply to Barclays and the Fund, in connection with theirproposed dissemination of sales communications relating to the distribution of securities of the Fund, and
(b) in connection with the proposed distribution of securities of the Fund pursuant to a prospectus, the Fund isexempt from the requirement of the Legislation that its prospectus and any renewal thereof contain a certificateof the underwriter or underwriters who is/are in a contractual relationship with the Fund;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS the Applicants have represented to the Decision Makers as follows:
1. The Fund is a trust established under the laws of Ontario, with Barclays as the trustee. Barclays' head officeis located in Toronto, Ontario.
2. Barclays is registered in all provinces and territories, other than the Yukon Territory, as a portfolio manager andinvestment counsel (or the equivalent categories of registration) under the Legislation of such Jurisdictions.
3. The investment objective of the Fund is to provide long term growth in capital by replicating, to the extentpossible, the performance of the S&P 500 Index (the "S&P Index")
4. To achieve its investment objective, the Fund will invest primarily in exchange-traded futures contracts basedon the S&P Index, and in high-quality short-term money market instruments.
5. The Fund will issue units of beneficial interest (the "Units"), which will confer on investors a proportionateshare of economic benefits similar to those that investors could obtain through individual investments in thesecurities comprising the S&P Index. The Units of the Fund are not expected to constitute "foreign property"under the Income Tax Act (Canada).
6. The Fund has filed a preliminary prospectus dated April 6, 2001, with all provinces and territories of Canada,in order to qualify the distribution of its Units to the public on a continuous basis. Upon issuance of a receiptfor the Fund's (final) prospectus, the Fund will become a "reporting issuer" under the Legislation of eachJurisdiction where such term is applicable.
7. The Units may be purchased directly from the Fund only by one or more registered dealers or brokers who arealso members of the Toronto Stock Exchange (the "Exchange") and who have entered into an underwritingagreement with the Fund (the "Underwriters"). Payment for the purchase price of the Units will be made in cash.
8. On the first day on which the Fund accepts purchase orders from the Underwriters, the price will be $20.00 perUnit. Thereafter, Units of the Fund will be issued to the Underwriters, pursuant to purchase orders, at the Fund'snet asset value (the "NAV") per Unit next determined after receipt of the purchase orders.
9. The Underwriters will not receive any fees or commissions in connection with each Fund's issuance of Unitsto them. Barclays may, at its discretion charge transaction and/or administration fees on the issuance of Unitsto the Underwriters. As trustee of the Fund, Barclays may also require the Underwriters to compensate theFund for brokerage commissions incurred in purchasing portfolio assets with the subscription proceeds.
10. The NAV per Unit of the Fund will be calculated and published daily.
11. The Units of the Fund will be listed and posted for trading on the Exchange.
12. Except as described in paragraph 7 above, the Units may not be purchased directly from the Fund. Investorsare generally expected to purchase Units of the Fund through the facilities of the Exchange. However, Unitsof the Fund will be issued directly to its unitholders (the "Unitholders") upon the reinvestment of the Fund'sdistributions of income or capital gains.
13. Unitholders who wish to dispose of their Units may generally do so by selling such Units on the Exchange.However, a Unitholder may redeem for cash a prescribed number of Units (the "Prescribed RedemptionNumber") or a number of units greater than the Prescribed Redemption Number, at a redemption price per Unitequal to the NAV per Unit of the Fund on the effective redemption date. A Unitholder may also redeem for casha number of Units that is less than the Prescribed Redemption Number, at a redemption price per Unit equalto 95% of the closing trading price of the Fund's Units on the Exchange on the effective redemption date.
14. As trustee of the Funds, Barclays will be entitled to receive from the Fund an annual fee (the "Trustee Fee")equal to 0.30% of the NAV of the Fund. Barclays will be responsible for the payment of the expenses of theFund, except for the Trustee Fee, brokerage commissions and any withholding taxes and income taxes.
AND WHEREAS under the System, this MRRS Decision Document evidences the decisions of the DecisionMakers (collectively the "Decision");
AND WHEREAS each Decision Maker is satisfied that the test contained in the Legislation that provides theDecision Maker with the authority to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that
(a) the registration requirement of the Legislation does not apply to Barclays and the Fund, in connection with anydissemination of sales communication relating to the distribution of Units of the Fund, provided that theycomply with Part 15 of National Instrument 81-102 Mutual Funds; and
(b) in connection with the proposed distribution of Units of the Fund pursuant to a prospectus, the Fund is exemptfrom the requirement of the Legislation that its prospectus and any renewal thereof contain a certificate of theUnderwriters who are in a contractual relationship with the Fund.
April 30, 2001.
"Paul M. Moore" "Stephen N. Adams"