Barclays Bank PLC and Barclays Capital INC.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application by UK-based issuer and U.S. broker-dealer subsidiary for relief from dealer registration requirement applicable to filers in connection with dissemination of sales communications relating to the distribution pursuant to the issuer's base shelf prospectus of exchange-traded notes (ETNs), the return on which is linked to the performance of an index -- ETNs will be in continuous distribution to investors through the TSX -- U.S. broker-dealer subsidiary will purchase ETNs as principal and resell ETNs to market makers and/or act as agent and sell ETNs to market makers -- market makers will sell ETNs to investment dealers that place buy orders on the TSX -- issuers will require sellers of ETNs to deliver the prospectus to each purchaser of ETNs on the TSX -- issuer's Canadian investment dealer subsidiary and other investment dealers will sign underwriter certificates in the prospectus -- filers expect to be primary entities desiring to foster market awareness and promote trading in ETNs through the dissemination of sales communications, including, without limitation, websites, print and online advertisements, product and educational brochures, term sheets, direct mail, email, sales presentations and web seminars -- filers will not directly solicit expressions of interest from investors in ETNs at those sessions -- all sales of ETNs to purchasers through the TSX will be made under prospectus -- all purchasers of ETNs on the TSX will have purchasers' statutory rights as described in the prospectus -- all sales communications will include legend required by section 13.2 of National Instrument 41-101 General Prospectus Requirements and state the prospectus may be obtained by contacting Canadian investment dealer subsidiary or other investment dealer party to distribution agreement -- Relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 74(1).

National Instrument 41-101 General Prospectus Requirements, s. 13.2.

July 22, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(THE JURISDICTION)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

BARCLAYS BANK PLC

(BARCLAYS)

AND

BARCLAYS CAPITAL INC.

(BCI, AND, TOGETHER WITH BARCLAYS,

THE FILERS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision (the Exemption Sought) under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption from the dealer registration requirement of the Legislation applicable to the Filers in connection with the dissemination of sales communications relating to the distribution pursuant to the Barclays base shelf prospectus relating to Global Medium Term Notes, Series A (Notes) (or any renewal thereof), as supplemented by a prospectus supplement, (together, the Prospectus), of one or more series of iPath-branded Notes or other exchange-traded Notes (each such class of Notes, an ETN), the return on which is linked to the performance of an index.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

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

(b) the Filers have provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces of Canada other than Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 44-101 and NI 44-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. Barclays is a public limited company registered in England and Wales having its registered office at 1 Churchill Place, London, England E14 5HP. Barclays is a wholly owned subsidiary of Barclays PLC.

2. Barclays is a reporting issuer in each of the provinces of Canada and is not in default of securities legislation in any province of Canada.

3. Barclays is a major global financial services provider engaged in retail banking, credit cards, corporate banking, investment banking, wealth management and investment management services with an extensive international presence in Europe, the Americas, Africa and Asia.

4. As of December 31, 2010, Barclays was among the largest financial institutions in the world measured by total assets. As of that date, Barclays had total assets of £1,490 billion and total shareholders' equity of £62.3 billion.

Description of the Notes

5. Barclays intends to distribute pursuant to the Prospectus one or more series of ETNs.

6. The ETNs will be direct, unconditional, unsecured and unsubordinated obligations of Barclays, ranking pari passu with all of its other unsecured and unsubordinated obligations (except such obligations as are preferred by operation of law).

7. The ETNs will be issued under a trust indenture (the Indenture) dated September 16, 2004, between Barclays and The Bank of New York Mellon, as trustee, and will be in registered, book-entry form represented by one or more global notes.

8. Each series of ETNs will be linked to the performance of an underlying index. The valuation of each series of ETNs will be primarily derived from the value of the index to which it is linked, subject to an investor fee and any other applicable fees and charges. At the time of issuance of an ETN, to the extent necessary, Barclays will have entered into a license agreement with the sponsor or publisher of each index underlying the ETN, permitting Barclays to link the relevant ETN to that index.

9. Holders of the ETNs will be allowed, at their option and subject to certain restrictions, to cause Barclays to redeem their ETNs on any of the specified daily redemption dates between issuance and maturity. This redemption option is subject to a minimum number of ETNs being redeemed, generally 25,000 or 50,000. Upon redemption, the holder would generally receive a cash payment equal to the principal amount of the ETNs being redeemed multiplied by the indicative value of the ETNs on the redemption date (as adjusted to account for any relevant fees and charges).

10. Barclays intends to apply to list the ETNs on the Toronto Stock Exchange (the TSX).

Method of distribution in the U.S.

11. Barclays first offered iPath ETNs in the United States in 2006. As of April 1, 2011, an aggregate of US$9.9 billion of iPath ETNs and US$96 million of non-iPath ETNs were issued and outstanding.

12. In the United States, iPath ETNs are not distributed by underwriters soliciting expressions of interest from potential investors. Rather, iPath ETNs are deemed to be in continuous distribution to investors pursuant to market-making resale transactions, in connection with which a prospectus is delivered to investors in the manner required by the U.S. Securities and Exchange Commission (the SEC). A sample of such prospectus may be viewed on the SEC's website, at: http://www.sec.gov/Archives/edgar/data/312070/000119312511081429/d424b2.htm.

Method of distribution in Canada

13. Barclays has not previously distributed iPath ETNs in Canada but has distributed three series of fixed interest rate Notes that are listed on the TSX, namely:

(a) Extendible Step-up Deposit Notes, Series I-10 (supplement dated April 14, 2010);

(b) Extendible Step-up Deposit Notes, Series I-26 (supplement dated February 9, 2011, amended and restated February 22, 2011); and

(c) 10-Year Fixed Rate Deposit Notes, Series I-28 (supplement dated April 11, 2011).

Series I-10 Notes were purchased by registered investment dealers as principal and sold at a non-fixed price to purchasers through the facilities of the TSX. Series I-26 and I-28 Notes were sold by Barclays to registered investment dealers purchasing as principal and re-sold to investors, not over the TSX. Series I-26 and I-28 were not listed at the time of distribution, but were subsequently listed.

14. As is the case with the distribution of iPath ETNs in the U.S., it is not anticipated that the ETNs offered under the Prospectus will be distributed by underwriters soliciting expressions of interest from potential investors. Rather, it is intended that BCI, a broker-dealer registered with the U.S. Securities and Exchange Commission, and a wholly owned subsidiary of Barclays, will

(a) purchase the ETNs as principal from Barclays and resell the ETNs to Market Makers (as defined below) purchasing as principal; and/or

(b) act as agent of Barclays in selling ETNs to Market Makers purchasing as principal.

The Market Makers will sell the ETNs to investment dealers that place buy orders on the TSX, either as principal or as agent on behalf of their clients.

15. For each ETN offered under the Prospectus, Barclays will appoint one or more TSX participants to act as market maker (the Market Makers) for that ETN, to purchase ETNs from Barclays or BCI when the ETN is initially listed, enter buy and sell orders for the ETNs on the TSX to assist in maintenance of an efficient market for the ETNs and purchase additional ETNs from Barclays or BCI when demand exists that cannot be met from third party sellers of ETNs.

16. Barclays, BCI, Barclays Capital Canada Inc. (BCCI), a registered investment dealer and wholly owned subsidiary of Barclays, and other registered investment dealers, will enter into a distribution agreement (Distribution Agreement) pursuant to which BCI, BCCI and such other registered investment dealers may purchase as principal from Barclays a portion of any ETNs being issued or distribute the ETNs as agent on behalf of Barclays.

17. BCCI and the other registered investment dealers that are party to the Distribution Agreement would sign an underwriter certificate page in the prospectus supplement and have underwriter liability for misrepresentations in the Prospectus. BCI will rely upon the exemptions from the dealer registration requirement and underwriter registration requirement in paragraph 8.18(2)(e) and section 8.3, respectively, of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in connection with the distribution of ETNs through BCCI and other registered investment dealers acting as agents.

18. Depending on the level of demand for a series of ETNs, Barclays may issue additional amounts of such series of ETNs that would constitute a further distribution of, and trade fungibly with, the ETNs of such series issued on the original issue date.

Prospectus delivery requirement

19. ETNs may be purchased directly from Market Makers, BCCI or other registered investment dealers and orders may only be placed on any day when there is a trading session on the TSX. Under the Distribution Agreement and Market Maker agreements, BCCI or other registered investment dealers and Market Makers will agree to offer ETNs for sale to the public only as permitted by applicable Canadian securities legislation. Securities legislation in Canada requires a Prospectus to be delivered to purchasers buying ETNs as part of a distribution, including purchasers of ETNs in a distribution on the TSX.

20. Under the terms of the Distribution Agreement and Market Maker agreements, Barclays will require sellers of ETNs to deliver the Prospectus to each purchaser of ETNs on the TSX.

21. All purchasers of ETNs on the TSX will have purchasers' statutory rights as described in the Prospectus including the two-day right of withdrawal exercisable against the Market Maker or other registered investment dealer that is the seller of the ETN.

Need for registration relief

22. Under the terms of the Distribution Agreement, no investment dealers other than BCCI will solicit expressions of interest from investors to purchase ETNs in connection with the distribution of ETNs. As a result, the Filers expect to be the primary entities desiring to foster market awareness and promote trading in the ETNs through the dissemination of sales communications, including, without limitation, websites such as www.ipathetn.com, print and online advertisements, product and educational brochures, term sheets, direct mail, email, sales presentations and web seminars.

23. All sales communications will include the legend required by section 13.2 of National Instrument 41-101 General Prospectus Requirements and state that the Prospectus may be obtained by contacting BCCI or another registered investment dealer that is party to the Distribution Agreement.

24. Barclays will retain a third party to develop promotional materials for iPath ETNs but not to distribute or act as underwriter, broker or dealer of iPath ETNs.

25. Noteholders that wish to dispose of their ETNs may generally do so by selling their ETNs on the TSX, through a registered investment dealer, subject only to customary brokerage commissions. As described above, holders of the ETNs would be allowed, at their option, to cause Barclays to redeem their ETNs on any of the specified daily redemption dates (provided that redemption dates and valuation dates may be postponed upon the occurrence of certain market disruption events) between issuance and maturity. In order to redeem ETNs, a holder would need to follow the procedures set forth in the applicable pricing supplement to the Prospectus.

26. The Filers expect that the value of the relevant underlying index on any day will affect the market price of the associated series of ETNs more than any other factor. Other factors may influence the market price of the ETNs, which other factors the Filers believe may include, but would not be limited to, supply and demand for the particular series of ETNs; the volatility of the relevant underlying index; the market price of the components of the relevant underlying index; the rate of interest on Treasury Bills; the volatility of commodities, equities or other asset prices; economic, financial, political, regulatory or judicial events that affect the value of the relevant underlying index or the market price of its components; the general interest rate environment; and the perceived creditworthiness of Barclays. However, as a result of the potential arbitrage opportunities inherent in their structure and assuming that the redemption feature functions as intended, the Filers do not expect that the ETNs will trade at a material discount or premium to the value of the relevant underlying indices.

27. It is expected that intraday "Indicative Values" meant to approximate the economic value of each series of ETNs will be calculated and published by Bloomberg or a similar medium regularly throughout the TSX trading day on each day on which the relevant series of ETNs are traded on the TSX. Additionally, the Filers or a third party will calculate and publish on a website the closing Indicative Value of each series of ETNs on each trading day.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.