Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- approval granted for change of control of manager of a mutual fund -- manager is an indirect subsidiary of a take-over target for which there are competing bids.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, s. 5.5(2).

September 7, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUÉBEC, NEW BRUNSWICK,

NOVA SCOTIA, PRINCE EDWARD ISLAND,

NEWFOUNDLAND AND LABRADOR, YUKON

TERRITORY, NORTHWEST TERRITORIES

AND NUNAVUT

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ABN AMRO GLOBAL EQUITY EXPOSURE FUND,

ABN AMRO ASSET MANAGEMENT CANADA

LIMITED AND BARCLAYS PLC

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from Barclays PLC (the Filer) for a decision under the securities legislation of the Jurisdictions (the Legislation) approving a change of control of ABN AMRO Asset Management Canada Limited (the Manager), the manager of ABN AMRO Global Equity Exposure Fund (the Fund), in accordance with subsection 5.5(2) of National Instrument 81-102 -- Mutual Funds (NI 81-102) (the Requested Approval).

Under the Mutual Reliance Review System for Exemptive Relief Applications (MRRS):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a company incorporated in England and is the ultimate holding company of the Filer's group of companies. Its shares are listed on the London Stock Exchange, the New York Stock Exchange (in the form of ADSs (American Depository Shares)) and the Tokyo Stock Exchange. The UK's Financial Services Authority (FSA) is the lead regulator of the Filer's group.

2. On April 23, 2007, the Filer and ABN AMRO Holding N.V. (ABN AMRO Holding) announced they had agreed to combine their respective businesses (the Proposed Transaction). Each of the boards of the Filer and ABN AMRO Holding has resolved to recommend the transaction to its respective shareholders. ABN AMRO Holding is not a reporting issuer in any jurisdiction of Canada.

3. The Proposed Transaction would be implemented through an exchange offer (the Offer), pursuant to which the Filer has offered to acquire the shares of ABN AMRO Holding in exchange for shares in the Filer and also a partial cash consideration element. The tender offer period commenced on August 7, 2007 and, if not extended, is expected to end on October 4, 2007.

4. If accepted and approved by sufficient ABN AMRO shareholders, and subject to other regulatory approvals, the Filer would acquire control of ABN AMRO Holding. Upon closing of the Proposed Transaction, the Filer will become the new (indirect) parent company of ABN AMRO Holding which would result in an indirect change of control of the Manager for purposes of subsection 5.5(2) of NI 81-102 (the Manager Change of Control).

5. The Manager is the manager, trustee, portfolio manager and distributor for the Fund. The Manager is an indirect, wholly-owned subsidiary of ABN AMRO Holding. The Manager is a corporation incorporated under the Canada Business Corporations Act with its head office in Toronto, Ontario.

6. The Fund is an open-end mutual fund trust established under the laws of Ontario by a declaration of trust dated February 4, 2005. The Fund is a reporting issuer in the Jurisdictions and distributes securities pursuant to a simplified prospectus and annual information form, both dated February 12, 2007.

7. In connection with subsection 5.8(1) of NI 81-102, notice of the Manager Change of Control was given to all unitholders of the Fund on or before July 24, 2007.

8. In respect of how the Proposed Transaction may affect the management and administration of the Fund, the Filer has indicated that:

i. there are no current plans to change, as a result of the Manager Change of Control, the current officers and directors of the Manager or the individual members of the Manager's portfolio management team that is responsible for advising the Fund;

ii. the Manager Change of Control is not expected to affect the operation or administration of the Fund; and

iii. the Proposed Transaction will not impact the financial stability of the Manager.

10. There is another bidder with a competing offer for the shares of ABN AMRO Holding.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that, if the Offer is successful, the Requested Approval is granted.

"Leslie Byberg"
Manager, Investment Funds Branch
Ontario Securities Commission