Barclays Global Investors Canada Limited - Decision

Headnote

Relief granted from certain provisions of securities legislation for initial and continuousdistribution of units of exchange-traded fund - relief from registration requirementgranted to permit the fund and its promoter to disseminate sales communicationpromoting the fund, subject to compliance with Part 15 of NI 81-102 - relief granted forthe fund's prospectus not to contain an underwriter's certificate.

Statutes Cited

Securities Act, R.S.O. 1990, as amended - ss. 25(1), 59(1) (74(1) & 147.

Rules Cited

National Instrument 81-102, Mutual Funds - Part 15.

WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Quebec, Nova Scotia, Prince Edward Island, New Brunswick, Newfoundland, Yukon,Northwest Territories and Nunavut (the "Jurisdictions") has received an applicationfrom the iUnits Government of Canada 5 Year Bond Fund (the "iG5 Fund"), the iUnitsGovernment of Canada 10 Year Bond Fund (the "iG10 Fund") (together, the "Funds")and Barclays Global Investors Canada Limited ("Barclays") (all collectively, the Filers")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 andthe Funds, in connection with their proposed dissemination of salescommunications relating to the distribution of securities of the Fund, and

(b) in connection with the proposed distribution of securities of the Funds pursuantto a prospectus, the Funds be exempt from the requirement that the prospectuscontain a certificate of the underwriter or underwriters who is/are in a contractualrelationship with the issuer whose securities are being offered;

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS the Filers have represented to the Decision Makers as follows:

1. Each Fund is a trust established under the laws of Ontario, with Barclays as thetrustee of each Fund. Barclays' head office is located in Toronto, Ontario.

2. Barclays is registered in all provinces and territories, except Quebec andNunavut, as a portfolio manager and investment counsel (or the equivalentcategories of registration) under the Legislation of such Jurisdictions. Barclaysis currently registered in Quebec as a non-resident advisor.

3. The iG5 Fund seeks to replicate the return of a bond issued by the Governmentof Canada ("GOC") with a 5-year term to maturity, by investing in GOC bondswhose term to maturity closely matches the GOC 5-year benchmark bondselected by Barclays from time to time.

4. The iG10 Fund seeks to replicate the return of a bond issued by GOC with a 10-year term to maturity, by investing in GOC bonds whose term to maturity closelymatches the GOC 10-year benchmark bond selected by Barclays from time totime.

5. Each Fund will issue units of beneficial interest ("Units"), which are intended togive investors the ability to receive a return approximately equivalent to that ofthe 5-year or 10-year benchmark bond (as the case may be) selected byBarclays from time to time.

6. The Funds have filed a preliminary prospectus with each Jurisdiction for thepurpose of the public and continuous distribution of their Units in theJurisdictions. Upon issuance of a receipt for the Funds' (final) prospectus (the"Prospectus"), the Funds will be reporting issuers under the Legislation of eachJurisdiction where such term is applicable.

7. The Units of each Fund will be listed and posted for trading on The TorontoStock Exchange (the "Exchange"), and will trade at a market price that may notnecessarily reflect the net asset value of the Fund.

8. The Funds will receive coupon income ("Coupon Income") on the GOC bondsthat they hold The Coupon Income and any other income may be held in cash orbe invested by the Funds in bond futures contracts and short-term securities.

9. The Coupon Income received, investment income and any other income of eachFund will be distributed at least semi-annually to unitholders of the Fund.

10. The Units of each Fund may only be subscribed for or purchased directly fromthe Fund by

a. one or more members of the Exchange who are registered dealers orbrokers and who have entered into an underwriting agreement with theFund (the "Underwriters"), or

b. one or more members of the Exchange who are registered dealers orbrokers and who have entered into a designated broker agreement withthe Fund (the "Designated Brokers").

Subscription or purchase orders may be placed by an Underwriter or DesignatedBroker only for Units in the prescribed number (the "Prescribed Number") or anintegral multiple thereof on any day on which there is a trading session on theExchange.

11. Each Underwriter or Designated Broker who subscribes for or purchases Unitsof each Fund on the first day on which the Fund accepts subscriptions orpurchase orders must deliver to the Fund, in respect of each Prescribed Numberof Units to be issued, the 5-year or 10-year benchmark bonds (as the case maybe) with a face amount equal to $1,000,000, together with cash equal to 0.15%of the value of the benchmark bonds delivered.

12. Every subscription or purchase order for the Prescribed Number of Units of eachFund, subsequent to the first day on which the Fund accepts subscriptions orpurchase orders, must be paid for

a. at Barclays' discretion, by the delivery of a cash amount equal to the netasset value of the Units next determined following receipt of thesubscription order, or

b. by the delivery of the 5-year or 10-year benchmark bonds (as the casemay be) with a face amount equal to $1,000,000 plus sufficient cash, sothat the value of the benchmark bonds and cash delivered is equal to thenet asset value of the Fund next determined following receipt of thesubscription order;

13. The Units of each Fund may also be issued directly from time to time and, in anyevent, not more than once every quarter, to one or more Designated Brokers,pursuant to the designated broker agreement which obliges each DesignatedBroker to make a cash subscription for Units in an amount not to exceed 0.15%of the net asset value of the Fund.

14. Neither the Underwriters nor the Designated Brokers will receive any fees orcommissions in connection with each Fund's issuance of Units to them.Barclays, as trustee of the Funds may, at its discretion, charge an administrationfee on the issuance of Units to the Underwriters.

15. Except as described in paragraphs 10 and 13 above, Units of each Fund maynot be purchased directly from the Funds. Investors are generally expected topurchase Units of each Fund through the facilities of the Exchange. However,Units of each Fund may be issued directly to Unitholders upon the reinvestmentof the Fund's distributions of income or capital gains.

16. While unitholders who wish to dispose of their Units may generally do so byselling their Units on the Exchange,

a. a unitholder may redeem any number of Units of each Fund for aredemption price equal to the net asset value of the Units on the effectiveday of the redemption, less a redemption processing fee equal to 5% ofthe aggregate net asset value of the Units to be redeemed forredemptions of less than the Prescribed Number of Units, payable by thedelivery of 5-year or 10-year benchmark bonds (as the case may be) andcash, and

b. a unitholder may also redeem any number of Units of each Fund for cashat a redemption price per unit equal to 95% of the closing price of theUnits of the Fund on the Exchange on the effective day of redemption.

17. The only expenses of each Fund will be the annual 0.25% trustee fee payable toBarclays plus the applicable income and withholding taxes. Barclays will beresponsible for the payment of all other expenses of the Fund.

AND WHEREAS under the System, this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to make theDecision 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 andthe Funds, in connection with any dissemination of sales communicationsrelating to the distribution Units of the Funds, provided that they comply with Part15 of National Instrument 81-102, Mutual Funds; and

(b) in connection with the proposed distribution of Units of the Funds pursuant to theProspectus or any renewal prospectus, the Funds are exempt from therequirement of the Legislation that the Prospectus or renewal prospectus containa certificate of the Underwriters as defined in paragraph 10 above.

October 11^th, 2000.

"J. A. Geller"       "Stephen N. Adams"