Mutual Reliance Review System for ExemptiveRelief Applications - issuer of asset-backed securities exemptfrom the requirement to prepare, file and deliver interim andannual financial statements and information circulars or, whereapplicable, annual filings in lieu of an information circularsubject to conditions, including the requirement to prepare,file and deliver monthly and annual reports regarding performanceof pools of securities.
Securities Act, R.S.O. 1990, c. S.5, as am.,77, 78, 79, 80(b)(iii), 88(2)(b).
National Instrument 54-101 Communication withBeneficial Owners of Securities of a Reporting Issuer.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,
MANITOBA, ONTARIO, QUÉBEC,NOVA SCOTIA AND
NEWFOUNDLAND AND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
WINDSOR TRUST 2002-B
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Québec, Nova Scotia, and Newfoundland and Labrador (the"Jurisdictions") has received an application fromWindsor Trust 2002-B (the "Trust") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the requirement contained in the Legislation to prepare,file and deliver:
(a) unaudited interim financial statements;
(b) audited annual financial statements;
(c) an information circular where managementof the Trust solicits proxies of holders of "voting securities"in respect of a meeting of which notice has or will be given;and
(d) an annual report of the Trust, where applicable,and annual filing, where applicable, in lieu of an informationcircular of the Trust,
will not apply to the Trust;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101- Definitions or in Québec Commission Notice 14-101;
AND WHEREAS the Trust has representedto the Decision Makers that:
1. The Trust was established by The CanadaTrust Company ("Canada Trust"), pursuant to thedeclaration of trust made as of October 10, 2002 (the "Declarationof Trust"), under the laws of the Province of Ontario.
2. Canada Trust is the issuer trustee of theTrust (in such capacity, the "Issuer Trustee").The office of the Issuer Trustee at which it carries out itsadministrative functions as issuer trustee is Corporate TrustServices, Canadian Pacific Tower, 4th Floor, 100 WellingtonWest, Toronto-Dominion Centre, Toronto, Ontario M5K 1A2.
3. The beneficiary of the Trust is a charityregistered under the Income Tax Act (Canada) and futurebeneficiaries may be selected from time to time by the IssuerTrustee in its discretion under the Declaration of Trust.
4. The Trust is a special purpose entity withno independent business activities other than as follows.The Declaration of Trust restricts the activities of the Trustto only acquiring from DaimlerChrysler Services Canada Inc.("DCSCI") a pool of receivables consisting of loansto various obligors used to finance the purchase of automobilesand light-duty trucks ("Vehicles") originated inCanada by various automobile dealers of DaimlerChrysler CanadaInc. and other automobile manufacturers that meet certaineligibility requirements ("Receivables"), the interestof DCSCI in such Vehicles and all guarantees or other securityinterests and property subject thereto purporting to securepayment of the Receivables, all collections with respect thereto,and all proceeds of the foregoing (collectively, the "PurchasedAssets"), funding such acquisition and engaging in relatedactivities. The Trust does not presently, and will not, carryon any business other than the activities described above.
5. The Trust currently has, and will continueto have, no material assets or liabilities other than itsrights and obligations arising from the acquisition of thePurchased Assets and the issuance of the Notes described inparagraph 12 hereof.
6. The Trust currently has no securities issuedand outstanding other than the Notes described in paragraph12 hereof. The only holders of securities of the Trust are,and will be, the holders of the Notes described in paragraph12 hereof.
7. No insider of the Trust, or associate oraffiliate thereof, has a direct or indirect interest in anytransaction that has materially affected or would materiallythe Trust.
8. The Trust has no directors or officers.DCSCI, as administrative agent (in such capacity, the "AdministrativeAgent"), carries out certain administrative and managementactivities for and on behalf of the Trust, pursuant to theadministration agreement made as of October 10, 2002 (the"Administration Agreement"), between DCSCI and theIssuer Trustee. DCSCI, as servicer (in such capacity, the"Servicer"), administers, services and collectsthe Purchased Assets as agent for the Trust.
9. The auditors of the Trust are KPMG LLP.
10. The Trust is a "reporting issuer"or has equivalent status in each Jurisdiction and is not indefault of any of the requirements of the Legislation of suchJurisdiction.
11. On November 13, 2002, the Trust purchasedthe Purchased Assets from DCSCI pursuant to the receivablespurchase agreement made as of November 13, 2002, between DCSCI,as seller, and the Trust (the "Receivables Purchase Agreement").
12. The purchase by the Trust of the PurchasedAssets was funded through the issuance of $225,000,000, 3.584%Auto Loan Receivables-Backed Class A-1 Pay-Through Notes (the"Pay-Through Notes") due August 15, 2006 and $191,676,826,3.584% Auto Loan Receivables-Backed Class A-2 Pass-ThroughNotes (the "Pass-Through Notes"), pursuant to atrust indenture dated November 13, 2002, between the Trust,The Trust Company of Bank of Montreal (the "IndentureTrustee") and DCSCI (the "Trust Indenture").The Pay-Through Notes were offered pursuant to a long-formprospectus dated November 7, 2002 filed with and receiptedby the local securities regulatory authority or regulatorin each of the Provinces of Canada on November 13, 2002. ThePay-Through Notes and the Pass-Through Notes are herein collectivelyreferred to as the "Notes".
13. The Notes evidence secured, limited recoursedebt obligations of the Trust. To secure payment of all principal,interest and other monies owing under the Notes and all othersums, if any, from time to time due under the Trust Indentureand the performance of the obligations of the Trust underthe Trust Indenture, the Trust has granted a security interestin favour of the Indenture Trustee over all of the Trust'sinterest in the Trust's present and after-acquired property(the "Secured Property"). Recourse to the Trustfor amounts owing under the Notes is limited to the SecuredProperty.
14. DCSCI, in its capacity as AdministrativeAgent and Servicer, as applicable, is required pursuant tothe Receivables Purchase Agreement and the AdministrationAgreement, as applicable, to deliver or cause to be deliveredvarious compliance reports, including those reports describedin paragraphs 15 to 17, inclusive.
15. The Receivables Purchase Agreement requiresthat the Servicer deliver a monthly report (the "ServicerReport") to the Trust, the Indenture Trustee, the ratingagencies and the holders of the Pass-Through Notes and postthe Servicer Report on the Internet at http://investor.chryslerfinancial.comon or before the second business day prior to the 15thday of each month. The Servicer Report provides various itemsof information relating to the Purchased Assets and distributionsfrom and deposits to the Collection Account and the Pay-ThroughProtection Account (each as defined in the Trust Indenture).For each of the months following the issuance of the Notesand prior to the date hereof, the Servicer delivered and postedthe Servicer Report in accordance with the terms of the ReceivablesPurchase Agreement.
16. The Receivables Purchase Agreement alsorequires the Servicer to have a firm of independent charteredaccountants deliver to each of the Trust, the rating agenciesand the Servicer on or before April 30 of each year a report(the "Annual Accountants' Servicing Report") tothe effect that such firm has examined the financial statementsof the Servicer and issued its report thereon and that suchexamination, among other things, disclosed no exceptions orerrors in the records relating to retail receivables that,in the firm's opinion and as agreed upon by the Trust andthe Servicer, based upon the requirements of the Uniform SingleAttestation Program for Mortgage Bankers, requires such firmto report, except as described in such report. For the Servicer'sfiscal year ended December 31, 2002, the auditors of the Trustdelivered the Annual Accountants' Servicing Report withoutexception in accordance with the terms of the ReceivablesPurchase Agreement.
17. The Receivables Purchase Agreement alsorequires the Servicer to furnish to the Trust and such otherpersons as the Trust may designate, in respect of the precedingfiscal year, a certificate of an officer of the Servicer (the"Annual Servicer's Compliance Certificate"), certifyingthat the Servicer complied in such year with its obligationsunder the Receivables Purchase Agreement except to the extentnon-compliance therewith did not have an adverse effect. Forthe Trust's fiscal year ended December 31, 2002, the Servicerfurnished the Annual Servicer's Compliance Certificate withoutexception in accordance with the terms of the ReceivablesPurchase Agreement.
18. The information disclosed or to be disclosedin the interim financial statements and audited annual financialstatements of the Trust is not, and will not, be relevantto the holders of the Notes, since such holders only haverecourse to the Secured Property and do not have any recourseto the Trust.
19. There are, and there will be, no annualmeetings of holders of the Notes since the Trust Indentureprovides that holders of a certain percentage of Notes havethe right to direct the Indenture Trustee to take certainactions under the Trust Indenture with respect to the Notes.
20. On not less than an annual basis, theTrust will request, or cause to be requested, intermediariesto deliver a notice to holders of Notes pursuant to the proceduresstipulated by National Instrument 54-101 -- Communicationwith Beneficial Owners of Securities of a Reporting Issuer,or its successor instrument, advising holders of Notes thatthe Servicer Report, the quarterly information described inparagraph 22 hereof, and the annual information describedin paragraph 23 hereof is available on the System for ElectronicDocument Analysis and Retrieval ("SEDAR") and ona website, the website address, and that holders of Notesmay request that paper copies of same be provided to themby ordinary mail.
21. The Trust, or a representative or agentof the Trust, will post on the applicable website and mailto holders of Notes who so request in accordance with theprocedures described in paragraph 20 hereof, on or beforethe second business day prior to the 15th day of each month,and will file on SEDAR contemporaneously therewith, or causeto be filed on SEDAR contemporaneously therewith, the ServicerReport.
22. Commencing with the fiscal quarter endingSeptember 30, 2003, within 60 days of the end of each fiscalquarter of the Trust, the Trust, or a representative or agentof the Trust, will post on the applicable website and mailto holders of Notes who so request in accordance with theprocedures described in paragraph 20 hereof and file on SEDARcontemporaneously therewith, or cause to be filed on SEDARcontemporaneously therewith, management's discussion and analysis("MD&A") with respect to the pool of PurchasedAssets.
23. Within 140 days of the end of each fiscalyear of the Trust, the Trust, or a representative or agentof the Trust, will post on the applicable website and mailto holders of Notes who so request in accordance with theprocedures described in paragraph 20 hereof and will fileon SEDAR contemporaneously therewith, or cause to be filedon SEDAR contemporaneously therewith, the following:
(a) MD&A with respect to the pool ofPurchased Assets;
(b) the Annual Servicer's Compliance Certificate;and
(c) the Annual Accountant's Servicing Report.
24. The provision of information to holdersof Notes on a monthly, quarterly and annual basis as describedin paragraphs 21, 22 and 23 hereof, as well as the annualnotice to be given by, or on behalf of, the Trust as to theavailability of such information in accordance with the proceduresdescribed in paragraph 20 hereof, will meet the objectivesof allowing the holders of Notes to monitor and make informeddecisions about their investments.
25. The Trust will issue, or cause to be issued,news releases and file material change reports in accordancewith the requirements of the Legislation of each Jurisdictionin respect of material changes in its affairs and in respectof changes in the status (including default in payment dueto holders of Notes) of the Purchased Assets underlying theNotes which may reasonably be considered to be material toholders of Notes.
26. Other than in Ontario, fees payable bythe Trust in connection with the filing of annual financialstatements shall be paid no later than the date that, andin respect of, the annual financial information specifiedin paragraph 23 hereof is required to be filed.
27. In Ontario, the fees payable by the Trustpursuant to Ontario Securities Commission Rule 13-502 -- Feesor as otherwise determined by the Decision Maker in Ontario,shall be paid no later than the date on which the annual financialinformation specified in paragraph 23 hereof is required tobe filed.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the Trust is exempted from the requirementsof the Legislation concerning the preparation, filing and deliveryof unaudited interim financial statements of the Trust, auditedannual financial statements of the Trust, an information circularof the Trust where management of the Trust solicits proxiesof holders of "voting securities" in respect of ameeting of which notice has or will be given and an annual reportof the Trust, where applicable, and annual filing, where applicable,in lieu of an information circular of the Trust, provided that:
(a) the only securities that the Trust distributesto the public are the Notes;
(b) the Trust complies with paragraphs 15,20, 21, 22, 23 and 25 hereof; and
(c) the exemption from the requirements ofthe Legislation concerning the preparation, filing and deliveryof an annual report, where applicable, and annual filing,where applicable, in lieu of an information circular shallterminate sixty days after the occurrence of a material changein any of the representations of the Trust contained in paragraphs4 through 9 hereof, inclusive, unless the Trust satisfiesthe applicable Decision Makers that the exemption should continue.
August 29, 2003.
"Harold P. Hands"
"H. Lorne Morphy"