Unofficial Consolidation: Form 45-106F7 Information Memorandum For Short-Term Securitized Products Distributed Under Section 2.35.1

Unofficial Consolidation: Form 45-106F7 Information Memorandum For Short-Term Securitized Products Distributed Under Section 2.35.1

Forms

Ontario Securities Commission

Form 45-106F7

Unofficial consolidation current to 2015-05-05

This document is not an official statement of law or policy and should be used for reference purposes only.

Form 45-106F7
Information Memorandum for Short-term Securitized Products
Distributed under Section 2.35.1

Instructions:

(1)          Using language that is plain and easy to understand by the type of purchaser to whom the issuer's short-term securitized products are offered, provide the information required by this form. No reference need be made to inapplicable items and, unless otherwise required by this form, negative answers may be omitted.

(2)          An information memorandum may be used to disclose information about more than one series or class of short-term securitized product. If so, the disclosure required by this form must be provided for each series or class of short-term securitized product distributed under the information memorandum.

(3)          This form requires disclosure of certain items, matters or other information referred to as "material". Information is "material" if knowledge of it could reasonably be expected to affect a reasonable investor's decision whether to buy, sell or hold a short-term securitized product.

(4)          Include a glossary that defines all technical terms, and includes the following definition:

"sponsor" means a person or group of affiliated persons that organizes or initiates the formation of a conduit.

Item 1:   Significant Parties

1.1         Provide the conduit' s legal name.

1.2         Disclose the conduit' s jurisdiction and form of organization.

1.3         Identify each sponsor of the conduit and disclose

(a)          whether or not it is a Canadian bank, Schedule II foreign bank subsidiary or Schedule III bank, and

(b)          if it is not a financial institution referred to in paragraph (a), whether there is a government department or regulatory authority responsible for overseeing it and, if applicable, the name of the government department or regulatory authority.

1.4         Briefly describe the conduit's structure, business and operations and the key documents that establish the conduit and govern its business and operations.

1.5         Identify each other party, excluding any liquidity provider or any credit enhancement provider for whom disclosure is not required under item 4, that is primarily responsible under the terms of the key documents referred to in section 1.4 for a significant role in the conduit's structure or operations and briefly describe that party's role.

Item 2:   Structure

Include one or more diagrams or descriptions that provide the following information in summary form:

(a)          how the conduit acquires assets and issues securitized product;

(b)          liquidity facilities available to the conduit as disclosed in item 4;

(c)          credit enhancements available to the conduit as disclosed in item 4;

(d)          material agreements as disclosed in item 9;

(e)          the structure of one or more common types of asset transactions into which the conduit may enter.

Item 3:   Eligible assets and asset transactions

3.1         Briefly describe the types of asset transactions into which the conduit expects to enter. If applicable, state that the conduit expects to finance the acquisition, origination or refinancing of asset pools from the proceeds of issuing short-term securitized products. Describe any other methods the conduit expects to employ to finance the acquisition, origination or refinancing of asset pools.

3.2         Briefly describe the types of asset eligibility criteria the conduit applies or anticipates applying when entering into asset transactions.

3.3         Briefly describe the types of due diligence or verification procedures that the conduit applies or anticipates applying to asset transactions and asset pools.

3.4         Briefly describe the conduit's approach to concentration limits, liquidity support and credit enhancement in respect of its asset transactions and asset pools.

3.5         Disclose the types of assets that the conduit is permitted to hold in its asset pools.

3.6         Briefly describe how the conduit uses or anticipates using derivatives for the purpose of hedging.

Item 4:   Interest alignment, program-wide liquidity support and program-wide credit enhancement

4.1         Briefly describe how the interests of investors are aligned with the interests of the conduit, the sponsor and the parties to asset transactions entered into by the conduit, including any requirement of law that the conduit or the sponsor retain an interest in one or more of the conduit's asset pools or be exposed to the credit risk of assets in one or more of the conduit's asset pools.

4.2         Briefly describe any standard liquidity support arrangements the conduit has entered into or anticipates entering into, excluding liquidity support arrangements that are particular to an asset transaction or asset pool. Include the following information in the description:

(a)          the name of each existing liquidity provider;

(b)          any minimum credit rating a liquidity provider must have under the terms of the key documents referred to in section 1.4;

(c)          the nature of the liquidity support;

(d)          a summary of the material terms of each liquidity agreement, including all material conditions to or limitations on the obligation of a liquidity provider to provide liquidity support;

(e)          any limitations on the obligation of a liquidity provider to provide same-day funding.

4.3         Briefly describe any standard credit enhancement arrangements that the conduit has entered into or anticipates entering into, excluding credit enhancement arrangements that are particular to an asset transaction or asset pool. Include the following information in the description:

(a)          the name of each existing credit enhancement provider;

(b)          any minimum credit rating a credit enhancement provider must have under the terms of the key documents referred to in section 1.4;

(c)          the form of the credit enhancement;

(d)          a summary of the material terms of each credit enhancement agreement, including all material conditions to or limitations on the obligation of a credit enhancement provider to provide credit support.

Item 5:   Ownership or security interests in asset pool and priority of payments

5.1 Disclose the ownership or security interest a holder of a short-term securitized product will have in the conduit's asset pools.

5.2 If any other party other than the conduit has or is anticipated to have an ownership or security interest in one or more of the conduit's asset pools, briefly describe the following:

(a)          the party's role in the conduit's structure or operations;

(b)          the nature of its interest in the asset pool;

(c)          the priority of its claims in the event of the conduit's insolvency.

Item 6:   Compliance or termination events

6.1         Briefly describe any events or circumstances that would, pursuant to the terms of the conduit's governing documents or material agreements in item 9, constitute an event of default or require the conduit to cease issuing short-term securitized products.

6.2         Briefly describe the types of methods the conduit will use to monitor the performance of or identify adverse changes to an asset pool, such as portfolio performance tests.

6.3         Briefly describe any other structural features that are intended to reduce the risk of loss for a holder of the series or class of short-term securitized products or to protect the holder from material deterioration in respect of either or both of the following:

(a)          the credit quality or performance of assets in an asset pool;

(b)          the ability of a party in Item 4 to perform its obligations to the conduit.

Item 7:   Description of short-term securitized product and offering

Describe the short-term securitized products to be distributed and the distribution procedure and include the following information:

(a)          whether short-term securitized products will be issued in certificated (registered or bearer) form or book-entry form and the delivery procedures;

(b)          whether short-term securitized products will be sold on a discount basis or on an interest-bearing basis;

(c)          the denominations in which short-term securitized products may be issued;

(d)          the permitted maturity period for the short-term securitized products, and the ability of the conduit to extend maturity;

(e)          the ability of either an investor to redeem prior to maturity or of the conduit to repay prior to maturity;

(f)          the maximum aggregate principal amount of short-term securitized products permitted to be outstanding at any one time, or a statement that there is no limit on the maximum aggregate principal amount of short-term securitized products outstanding at any one time;

(g)          the key risks related to the conduit that could cause a delay in or non-payment of principal or interest on the short-term securitized product.

Item 8:   Additional information about the conduit

8.1         Disclose if the conduit has issued and outstanding, or anticipates issuing, any securities other than the series or class of short-term securitized product to which the information memorandum relates. If the conduit has issued and outstanding, or anticipates issuing, any security other than the series or class of short-term securitized product to which the information memorandum relates, describe that other security, its credit rating, if applicable, and how it will rank, in the event of insolvency of the conduit, relative to the series or class of the conduit's short-term securitized product to which the information memorandum relates.

8.2         Disclose how a potential purchaser can obtain access to disclosure that the conduit is required to provide or make reasonably available in connection with a purchase of a short-term securitized product of the conduit.

8.3         Disclose how a holder of a short-term securitized product of the conduit can obtain access to the disclosure the conduit is required to provide or make reasonably available to a holder of a short-term securitized product of the conduit.

Item 9:   Material agreements

9.1         If not disclosed elsewhere in the information memorandum, identify and summarize each agreement to which the conduit is a party and that is material to the conduit's business and operations, excluding agreements that are particular to an asset transaction or asset pool.

9.2         If material and not disclosed elsewhere in the information memorandum, describe the ability of a person to waive or modify the requirements, activities or standards that would apply under an agreement referred to in section 9.1.

Item 10: Date of information memorandum

State the date of the information memorandum.

Item 11: Representation that no misrepresentation

State the following in the information memorandum:

"This information memorandum does not contain a misrepresentation regarding the conduit, its structure, or operations."