Securities Law & Instruments


Calculation of participation fees payable by special purpose trust. Only outstanding securities of the trust are asset backed securities in the form of "pass-through notes" and "pay-through notes". Because there is only one holder of the pass-through notes and there is no intention to transfer such notes, the pass-through notes are not an accurate proxy for the trust's use of the Ontario capital markets. The pass-through notes should not be included in the calculation of the capitalization of the trust.

Ontario Rules

Ontario Securities Commission Rule 13-502 - Fees.





("RULE 13-502")






(Section 6.1 of Rule 13-502)

WHEREAS the Ontario Securities Commission (the "Commission") has received an application from Windsor Trust 2002-A (the "Trust"), pursuant to section 6.1 of Rule 13-502, for an order exempting, in part, the Trust from the requirement to pay participation fees calculated in the manner prescribed by Part 2 of Rule 13-502.

AND WHEREAS, unless otherwise defined, the terms herein have the meanings set out in National Instrument 14-101- Definitions;

AND WHEREAS the Trust has represented to the Commission that:

1. The Trust was established by The Canada Trust Company ("Canada Trust"), pursuant to a declaration of trust made as of May 16, 2002 (the "Declaration of Trust"), under the laws of the Province of Ontario. Canada Trust is the issuer trustee of the Trust.

2. The Trust is a special purpose entity with no independent business activities other than as follows. The Declaration of Trust restricts the activities of the Trust to: (a) acquiring from DaimlerChrysler Services Canada Inc. ("DCSCI") (i) a pool of receivables consisting of loans to various obligors used to finance the purchase of automobiles and light-duty trucks ("Vehicles") originated in Canada by various automobile dealers of DaimlerChrysler Canada Inc. and other automobile manufacturers that meet certain eligibility requirements ("Receivables"), (ii) the interest of DCSCI in such Vehicles and all guarantees or other security interests and property subject thereto purporting to secure payment of the Receivables, (iii) all collections with respect thereto, and (iv) all proceeds of the foregoing (collectively, the "Purchased Assets"), (b) funding such acquisition, and (c) engaging in related activities.

3. On June 26, 2002, the Trust purchased the Purchased Assets from DCSCI pursuant to a receivables purchase agreement made as of June 26, 2002, between DCSCI, as seller, and the Trust.

4. The purchase by the Trust of the Purchased Assets was funded through the issuance of $200,000,000, 4.124% Auto Loan Receivables-Backed Class A-1 Pay-Through Notes (the "Pay-Through Notes") due March 15, 2006, and $104,583,456, 4.124% Auto Loan Receivables-Backed Class A-2 Pass-Through Notes (the "Pass-Through Notes" and together with the Pay-Through Notes, the "Notes"), pursuant to a trust indenture dated June 26, 2002, between the Trust and The Trust Company of Bank of Montreal. The Pay-Through Notes were offered pursuant to a long-form prospectus dated June 19, 2002, filed with and receipted by the local securities regulatory authority or regulator in each of the Provinces of Canada on June 19, 2002. The Pass-Through Notes were distributed to BNY Trust Company of Canada (the successor of The Trust Company of Bank of Montreal) in its capacity as trustee of Canadian Master Trust (the "Purchaser") pursuant to an exemption from the registration requirement and the prospectus requirement of the Act.

5. The Trust currently has no securities issued and outstanding other than the Notes. The trustee of the Purchaser is the only registered holder of the Pass-Through Notes.

6. There is no exchange or quotation system through which the Notes may be sold.

7. The Trust does not presently, and will not, carry on any business other than satisfying its rights and obligations arising from the acquisition of the Purchased Assets and the issuance of the Notes. Accordingly, the Trust will not be accessing the capital markets in Canada or elsewhere through a further public issue of securities.

8. The Trust is a reporting issuer in, among other provinces, Ontario and is not in default of any of the requirements of the securities legislation of Ontario.

9. Pursuant to section 2.2 of Rule 13-502, a reporting issuer in Ontario must pay, for each of its financial years, the participation fee shown in Appendix A to Rule 13-502 that applies to the reporting issuer according to the capitalization of the reporting issuer, as determined as at the end of its previous financial year.

10. The Trust is a "Class 2 reporting issuer" within the meaning of Rule 13-502. The capitalization of the Trust for each of its financial years will include the Pass-Through Notes, unless this order is made.

IT IS ORDERED, pursuant to section 6.1 of Rule 13-502, that for purposes of calculating the capitalization of the Trust pursuant to Part 2 of Rule 13-502, the Pass-Through Notes shall not be included in any such calculation, provided that the Pass-Through Notes continue to be held by the trustee of the Purchaser or any person or company over which the trustee of the Purchaser provides, directly or indirectly, the principal direction or influence over the business and affairs of such person or company by virtue of being the trustee of the Purchaser.

November 14, 2003.

"Ralph Shay"