Securities Law & Instruments

Application by issuer for a partial fee waiver of participation fee required by OSC Rule 13-502 Fees -- issuer became a reporting issuer upon issuance of receipt for final short form base shelf prospectus -- participation fee based on the value of securities issuer estimates it will distribute during the date of the receipt and the issuer's financial year end and not the entire value of the securities qualified under the final short form base shelf prospectus, subject to conditions -- relief granted.

Applicable Legislative Provisions

OSC Rule 13-502 Fees,ss. 6.1, 2.6.

IN THE MATTER OF

ONTARIO SECURITIES COMMISSION

RULE 13-502 FEES

AND

IN THE MATTER OF

FORD AUTO SECURITIZATION TRUST

 

ORDER

WHEREAS the Director has received an application from Ford Auto Securitization Trust (the Applicant) for an order, pursuant to section 6.1 of OSC Rule 13-502 Fees (the Fee Rule), that the Applicant be exempt from the requirement to pay an initial corporate finance participation fee as calculated under section 2.6 of the Fee Rule;

AND WHEREAS the Applicant has represented to the Ontario Securities Commission that:

1. The Applicant was established pursuant to a declaration of trust dated October 2, 2008 under the laws of the Province of Ontario.

2. The Applicant's head office is located in the Province of Ontario.

3. The issuer trustee of the Applicant is Computershare Trust Company of Canada, whose principal office is located in Toronto, Ontario. The head office of Ford Credit Canada Limited, the financial services agent of the Applicant, is located in Oakville, Ontario.

4. The Applicant became a reporting issuer in Ontario on February 9, 2009 upon the issuance of a receipt for its final short form base shelf prospectus dated February 6, 2009 (the Base Prospectus). The Base Prospectus qualifies up to $2,000,000,000 of asset-backed notes (the Notes).

5. The Applicant is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Jurisdictions) and is currently not in default of any of its obligations as a reporting issuer under the securities legislation of any of the Jurisdictions, except that it has not paid its initial corporate finance participation fee as required by section 2.6 of the Fee Rule.

6. Under section 2.6 of the Fee Rule, an issuer that becomes a reporting issuer by filing a prospectus is to use the total value of the offering under the prospectus in calculating its initial corporate finance participation fee payable under the Fee Rule. The maximum value of the Notes qualified under the Base Prospectus results in an initial corporate finance participation fee payable by the Applicant of $24,750 ($29,700 x 10/12).

7. The Applicant estimates, in good faith, that it will distribute less than $500,000,000 of Notes under the Base Prospectus during its financial year ended December 31, 2009. If this estimate is used in the calculation of the Applicant's initial corporate finance participation fee, the Applicant's initial corporate finance participation fee payable is $12,250 ($14,700 x 10/12).

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

THE ORDER under the Fee Rule is that the Applicant is exempt from the requirement for an issuer that becomes a reporting issuer by filing a prospectus to use the total value of the offering under the prospectus in calculating its initial corporate finance participation fee payable under section 2.6 of the Fee Rule, provided that:

(i) the Applicant pays an initial corporate finance participation fee based on the dollar value of Notes it estimates, in good faith, that it will distribute under the Base Prospectus during its financial year ended December 31, 2009 within 5 days of the date of this order,

(ii) the corporate finance participation fee is otherwise paid in accordance with the requirements of the Fee Rule,

(iii) the Applicant will, at the end of its financial year ended December 31, 2009, calculate its corporate finance participation fee for its financial year ended December 31, 2009 based upon its actual market capitalization as at December 31, 2009 and to the extent that such actual market capitalization exceeds $500,000,000, pay the additional amount of corporate finance participation fees owing for the year ending December 31, 2009 based on this actual market capitalization, and

(iv) if the Applicant paid an amount under paragraph (i) that exceeds the corporate finance participation fee calculated under paragraph (iii) above, the Applicant will be entitled to a refund from the Ontario Securities Commission of the amount overpaid.

DATED at Toronto this 23rd day of March, 2009.

"Michael Brown"
Assistant Manager, Corporate Finance Branch