Securities Law & Instruments

INTHE MATTER OF

THESECURITIES ACT,

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

AND

INTHE MATTER OF

THEREGULATION

UNDERTHE SECURITIES ACT,

R.R.O.1990, REGULATION 1015, AS AMENDED

(the"Regulation")

AND

INTHE MATTER OF

BGICLex BBB UNIVERSE BOND INDEX FUND

AND

BARCLAYSGLOBAL INVESTORS CANADA LIMITED

ORDER

(Subsection59(1) of Schedule I to the Regulation)

UPONthe application of Barclays Global Investors Canada Limited ("Barclays")and BGICL ex BBB Universe Bond Index Fund ("NewFund"), an open-endfund to be established by Barclays, to the Ontario SecuritiesCommission (the "Commission") for an order pursuant to subsection59(1) of Schedule I (the "Schedule") to the Regulation made underthe Act that certain trades in units of NewFund ("NewFund Units")be exempt from fees payable pursuant to section 7.7 of OSC Rule45-501 Exempt Distributions ("Rule 45-501") in connection withthe distribution of NewFund Units to unitholders of NewFund whoacquired the NewFund Units on the reorganization of the BGICLUniverse Bond Index Fund (the "Fund")'

ANDUPON considering the application and the recommendationof staff of the Commission;

ANDUPON Barclays having represented to the Commission that:

1.The Fund is a trust established under the laws of Ontario, withBarclays as the manager. NewFund will be a trust established underthe laws of Ontario, with Barclays as the manager. Barclays' headoffice is located in Toronto, Ontario.

2.Barclays is registered in all provinces and territories, otherthan the Yukon Territory, as an advisor in the categories of portfoliomanager and investment counsel (or the equivalent categories ofregistration) under the legislation of such jurisdictions.

3.The investment objective of the Fund is to track the Scotia CapitalUniverse Bond Index (the "SCU Bond Index").

4.At the time the Fund was organized, while the SCU Bond Index includedbonds with a rating by Dominion Bond Rating Service ("DBRS") ofBBB or higher, there were few BBB rated bonds in the SCU BondIndex and the risk and spreads were such that many funds, includingthe Fund, did not include the BBB rated bonds in their portfolios.As a result, the Fund has only invested in bonds with a ratingby DBRS of A or higher.

5.The SCU Bond Index has been amended so that BBB rated bonds arebecoming an increasingly important part of the SCU Bond Index.In order for the Fund to meet its investment objective, the Fundmust now, given the increasing weight of BBB rated bonds in theSCU Bond Index, invest in BBB rated bonds, with the result thatthe Fund will invest on a going forward basis only in bonds witha rating by DBRS of BBB or higher.

6.Where the investment management agreement between Barclays anda unitholder of the Fund is silent with respect to bond ratingor where it simply places a positive obligation on Barclays toinvest in accordance with the SCU Bond Index, Barclays will givenotice to the unitholder that the Fund will now invest only inbonds with a rating by DBRS of BBB or higher. Where the arrangementbetween Barclays and the unitholder of the Fund preclude investmentsin BBB rated bonds, an amendment will be sought to the investmentmanagement agreement between Barclays and the unitholder to permitinvestment in BBB rated bonds.

7.Certain current unitholders of the Fund, however, are precluded,for investment or regulatory reasons, from having exposure toBBB rated bonds and thus may wish to continue to hold units ofa fund which invests only in bonds with a rating by DBRS of Aor higher (the "Reorganized Unitholders").

8.In order to accommodate the Reorganized Unitholders, Barclayswill cause NewFund to be established. NewFund will have the objectiveof tracking the SCU Bond Index excluding the BBB bond componentand will therefore only be permitted to invest in bonds with arating by DBRS of A or higher.

9.The Reorganized Unitholders will redeem their units of the Fundand receive a pro rata in specie distribution of the underlyingportfolio assets of the Fund (the "Reorganization").

10.The Reorganized Unitholders will then immediately subscribe forNewFund Units, the subscription price of which will be satisfiedby delivery to NewFund of the portfolio assets the ReorganizedUnitholders received from the Fund.

11.Pursuant to section 2.12 of Rule 45-501, the trades of the unitsof the New Fund Units to the Reorganized Unitholders on the Reorganizationwill be exempt from the prospectus requirements of the Act.

12.Pursuant to section 7.7 of Rule 45-501, fees would be payableby the NewFund on the subscriptions by the Reorganized Unitholdersfor units of NewFund on the Reorganization.

13.The Fund has paid all required fees to the Commission in connectionwith the subscriptions for units of the Fund by the ReorganizedUnitholders. In the absence of the requested relief, NewFund willpay duplicate fees for the same investment by the ReorganizedUnitholders.

14.No new investment decision will be made by the Reorganized Unitholdersin connection with their subscription for NewFund Units pursuantto the Reorganization since, following the completion of the Reorganization,a Reorganized Unitholder's interest in NewFund's portfolio assetswill be exactly the same as its interest in the Fund's portfolioassets prior to the Reorganization.

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS ORDERED, pursuant to subsection 59(1) of the Schedulethat NewFund is exempt from the payment of filing fees pursuantto section 7.7 of Rule 45-501 in respect of the distribution ofthe NewFund Units to the Reorganized Unitholders who acquire theirNewFund Units on the Reorganization.

April2, 2002.

"PaulM. Moore"       "Robert W. Davis"