IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")
IN THE MATTER OF
BMCC CORPORATE CENTRE TRUST
UPON the application (the "Application") of BMCC Corporate Centre Trust (the "Seller") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 147 of the Act exempting the Seller from the payment of fees otherwise payable under section 7.3 of Commission Rule 45-501 – Exempt Distributions ("Rule 45-501") in connection with the issue and sale of a $115,500,000 First Mortgage Bond (the "First Mortgage Bond") by the Seller to Merrill Lynch Mortgage Loans Inc. (the "Issuer");
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Seller having represented to the Commission as follows:
1.The Issuer was incorporated under the Canada Business Corporations Act on March 13, 1995 under the name Bulls Offering Corporation. By articles of amendment dated December 3, 1998, the name of the Issuer was changed to Merrill Lynch Mortgage Loans Inc. The Issuer is a wholly-owned subsidiary of Merrill Lynch & Co., Canada Ltd.
2.The Issuer operates as an issuer corporation for asset backed securities.
3.The Issuer filed a final short form prospectus (the "Prospectus") dated September 28, 2000 with, and on or about September 28, 2000 the Prospectus was receipted by, the securities regulatory authorities and securities commissions of the provinces of Canada.
4.The Prospectus qualified for distribution $115,500,000 7.373% Monthly Equivalent Pass-Through Rate BMCC Corporate Centre Pass-Through Certificates, Series 2000-BMCC (the "Certificates").
5.Each Certificate evidences an undivided co-ownership interest in the First Mortgage Bond issued by the Seller to the Issuer, on behalf of the Certificate holders, pursuant to a subscription agreement dated the day of the closing (the "Certificate Closing Date") of the offering of the Certificates between the Issuer and the Seller.
6.The proceeds paid by the Certificate holders to acquire the Certificates were concurrently used by the Issueron behalf of the Certificate holders to purchase the First Mortgage Bond issued by the Seller.
7.The $115,500,000 aggregate principal amount of First Mortgage Bond sold by the Seller to the Issuer on behalf of the Certificate holders consisted of a $115,500,000 7.373% Monthly Equivalent Pass-Through Rate First Mortgage Bond created pursuant to a trust indenture dated the Certificate Closing Date between the Seller and Montreal Trust Company of Canada.
8.The Seller was created under the laws of the Province of Ontario as a special purpose trust by a deed of settlement dated the Certificate Closing Date to facilitate indirectly the issue and sale of the Certificates by the Issuer through the issue and sale by the Seller of the First Mortgage Bond to the Issuer on behalf of the Certificate holders.
9.The First Mortgage Bond was distributed to the Issuer pursuant to the prospectus exemption contained in paragraph 72(1)(d) of the Act.
10.Unless the relief sought is granted, the Seller will be required to pay the amount of $18,477.35 in respect of the distribution of the First Mortgage Bond to the Issuer upon the filing of a Form 45-501F1 relating thereto pursuant to section 7.3 of Rule 45-501.
11.The Issuer has paid filing fees totalling approximately $37,000 to the Commission in connection with the filing of the preliminary short form prospectus and the Prospectus qualifying the distribution of the Certificates. The fees were paid pursuant to paragraph 13(3)(a) and subsection 18(1) of Schedule I to the Regulation made under the Act.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 147 of the Act, that the Seller is exempt from the requirement to pay the fees applicable to the filing of a Form 45-501F1 under section 7.3 of Rule 45-501 in connection with the issue and sale of the First Mortgage Bond by the Seller to the Issuer.
November 24th, 2000.
"J. A. Geller""R. Stephen Paddon"