Gloucester Credit Card Trust - s. 147

Order

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C.S.5, AS AMENDED (the "Act"),

ONTARIO REGULATION 1015, R.R.O. 1990, AS AMENDED (the "Regulation")

NI 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS (the "Short Form Rule"),

NI 41-101 PROSPECTUS DISCLOSURE REQUIREMENTS (the "Disclosure Rule")

and COMMISSION RULE 41-501 GENERAL PROSPECTUS REQUIREMENTS

(the "General Prospectus Rule")

AND

IN THE MATTER OF

GLOUCESTER CREDIT CARD TRUST

ORDER AND DECISION

(Section 147 of the Act, Section 15.1 of the

General Prospectus Rule, Subsection 5.1(1)

of the Disclosure Rule and Subsection 59(2) of

Schedule I to the Regulation)

WHEREAS Gloucester Credit Card Trust (the "Applicant") filed a preliminary prospectus dated March 30, 2001 (the "Preliminary Prospectus") in accordance with the Short Form Rule relating to the qualification of Series 2001-1 Class A Notes and Series 2001-1 Collateral Notes (the "Offering") and received a receipt therefor dated March 30, 2001;

AND WHEREAS the Applicant intends to file a (final) prospectus (the "Prospectus") in accordance with the Short Form Rule and is desirous of receiving a receipt therefor forthwith;

AND WHEREAS the Applicant has applied for certain relief from the provisions of the Act, the Disclosure Rule and the General Prospectus Rule and for relief from the requirement to pay fees in connection with such application;

AND WHEREAS pursuant to an assignment dated April 12, 1999, as amended on September 7, 1999, February 15, 2000 and January 23, 2001, the Commission assigned certain of its powers and duties under the Act to each "Director", as that term is defined in subsection 1(1) of the Act;

AND WHEREAS on April 12, 1999 the Executive Director issued a determination and designation which designated, inter alia, each Manager in the Corporate Finance Branch of the Commission as a "Director" for the purposes of subsection 1(1) of the Act;

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

IT IS HEREBY DECIDED pursuant to section 15.1 of the General Prospectus Rule that the General Prospectus Rule, other than section 13.9 thereof, does not apply to the Preliminary Prospectus and the Prospectus;

AND IT IS FURTHER DECIDED pursuant to subsection 5.1(1) of the Disclosure Rule that the Disclosure Rule does not apply to the Preliminary Prospectus and the Prospectus;


AND IT IS HEREBY ORDERED pursuant to section 147 of the Act that the Offering is exempt from the requirement contained in subsection 65(1) of the Act that a period of ten days elapse between the issuance by the Director of a receipt for the Preliminary Prospectus and the issuance of a receipt for the Prospectus;

AND IT IS HEREBY DECIDED pursuant to subsection 59(2) of Schedule I to the Regulation that the Applicant be exempt from the requirement under the Act to pay fees in connection with the making of this application.

April 3, 2001.

Margo Paul