Securities Law & Instruments

Headnote

Waiverof fees applicable to exempt distributions of securities of mutualfund where such distribution is made (i) to certain pooled fundsand non-redeemable investment funds, so there is no duplicationof fees, and (ii) to other entities provided that fee paid annuallyon net sales during that year.

StatutesCited

SecuritiesAct, R.S.O. 1990, c.S.5, as am. 147.

RulesCited

OSCRule 45-501 - Exempt Distributions, 2.2, 2.13 and 7.3.

OSCRule 81-102 - Mutual Funds.


INTHE MATTER OF

THESECURITIES ACT

R.S.O.1990, CHAPTER S.5, AS AMENDED ("the Act")

AND

INTHE MATTER OF

STATESTREET GLOBAL SECURITIES LENDING CANADIAN FUND A

ORDER

(Section147)

UPONthe application of State Street Trust Company Canada (the "Trustee"),trustee of the State Street Global Securities Lending CanadianFund A and certain other funds to be established (each a "Fund"and collectively, the "Funds"), for an orderby the Ontario Securities Commission (the "Commission")under section 147 of the Securities Act (Ontario) (the "Act")that the fees required to be paid by the Funds with respect tothe distribution of securities of the Funds on a prospectus-exemptbasis pursuant to Rule 45-501 Exempt Distributions ("Rule45-501") either (i) be waived to avoid the payment ofduplicate fees or (ii) be based on the applicable percentage ofnet sales in Ontario from such distribution of securities of theFunds, being the rate applicable to money market funds, ratherthan based on the applicable percentage of the aggregate grossproceeds realized in Ontario from the distribution of securitiesof the Funds.

ANDUPON it having been represented by the Trustee to theCommission that:

1.The Trustee is a federally-regulated trust company having itshead office in Toronto, Ontario and will act as trustee of theFunds.

2.Portfolio management services for the Funds will be provided byState Street Global Advisors, Ltd. ("SSGA"),an affiliate of the Trustee. SSGA is a corporation incorporatedunder the laws of Canada having its head office in Montreal, Quebecand is registered as an adviser in the categories of investmentcounsel and portfolio manager and as a dealer in the categoryof limited market dealer under the Act.

3.Each Fund will be a unit trust governed by the laws of the Provinceof Ontario.

4.Trades of units of a Fund to investors resident in Ontario willbe made in reliance on the exemption for trades to an accreditedinvestor pursuant to section 2.3 of Rule 45-501 or in relianceupon the exemption provided by section 2.12 of that Rule, amongother exemptions.

5.The first Fund to be established (the "Initial Fund")will not be a money market fund within the meaning of NationalInstrument 81-102 - Mutual Funds because such Fund will have aportfolio with a dollar-weighted average term to maturity exceeding90 days, among other things. Other Funds to be established inthe future will be money market funds as so defined or will haveinvestment objectives and restrictions substantially similar tothose of the Initial Fund.

6.All investors (the "Investors") in the Fundswill be Canadian entities that engage in securities lending usingState Street Bank and Trust Company ("State Street Bank"),a bank existing under the laws of The Commonwealth of Massachusetts,or an affiliate of State Street Bank, as securities lending agentand will generally be pension funds, endowment funds, investmentfunds whose securities are sold on a prospectus-exempt basis (collectively,the "pooled funds"), non-redeemable investmentfunds or other similar vehicles. Securities lending arrangementsfor the Investors, when lending against cash collateral, willbe such that each will receive cash collateral (the "CashCollateral"), generally equal to 102% or 105% (as applicable)of the value of the securities loaned to third parties under thesearrangements, marked to market on a daily basis. The Investorswill be permitted under these arrangements to invest the CashCollateral that they receive, and the return that the Investorsreceive in consideration for their securities lending activitieswill generally be based on the return that these entities areable to achieve by so investing the Cash Collateral.

7.The Funds are being established as investment vehicles for theCash Collateral of Investors, thereby providing Investors withthe benefits associated with a collective investment vehicle.

8.Securities loaned by an Investor will be marked to market eachbusiness day, and adjustments made to the Cash Collateral as appropriate.In addition, most securities lending transactions are of a shortterm nature, and typically provide the borrower with the rightto return, and the lender the right to demand the return, of thesecurities borrowed at any time. As a result, the Funds will likelybe subject to daily subscriptions and redemptions by each Investorin the Funds.

9.Annually, pooled funds and non-redeemable investment funds arerequired to pay filing fees to the Commission in respect of thedistribution of their units in Ontario pursuant to section 7.3of Rule 45-501.

10.Annually, the Funds are or will be required to pay filing feesto the Commission in respect of the distribution of their unitsin Ontario (including units issued to pooled funds or non-redeemableinvestment funds) pursuant to section 7.3 of Rule 45-501.

ANDUPON the Commission being satisfied to do so would notbe prejudicial to the public interest.

ITIS ORDERED that, pursuant to section 147 of the Act,the payment of fees required under section 7.3 of Rule 45-501that would otherwise be applicable to a distribution of securitiesof a Fund shall not be applicable provided that:

1.such distribution of securities of a Fund is made to a pooledfund or a non-redeemable investment fund; or

2.if the distribution of securities of a Fund is made to an entityother than a pooled fund or a non-redeemable investment fund,the following conditions are satisfied:

(a) securities ofeach Fund are issued only in reliance on exemptions from theprospectus requirement of section 53 of the Act;

(b)each Fund limits subscriptions to the investment of Cash Collateralreceived by Investors from borrowers under securities lendingarrangements in which State Street Bank (or an affiliate) is actingas securities lending agent;

(c)each Fund pays a fee within 30 days after the financial year endof the Fund; and

(d)the fee payable by each Fund is equal to the greater of: $100and 0.02% of the net sales in Ontario from the distribution ofsecurities of the Fund in such financial year (less any applicablediscount), where net sales is the amount calculated by the followingformula:

X-Y

where

"X"is the aggregate gross proceeds realized in Ontario from distributionsof securities of the Fund during the financial year in relianceon exemptions from the prospectus requirement of section 53 ofthe Act, and

"Y" is the aggregateof the redemption and repurchase prices paid to redeem or repurchasesecurities of the Fund held by persons in Ontario during thefinancial year.

March8, 2002.

"PaulM. Moore"       "Theresa McLeod"