Asset-Backed Commercial Paper (ABCP)

Pursuant to an order (the “Initial Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) on March 17, 2008 Ernst & Young Inc. was appointed as Monitor of Metcalfe & Mansfield Alternative Investments II Corp. et al, issuer trustees of the following Conduit Trusts: Apollo TrustIronstone TrustSilverstone Trust Apsley TrustMMAI-I TrustSlate Trust Aria TrustNewshore Canadian TrustStructured Asset Trust Aurora TrustOpus TrustStructured Investment Trust III Comet TrustPlanet TrustSymphony Trust Encore TrustRocket TrustWhitehall Trust Gemini TrustSelkirk Funding Trust Status of Plan Implementation The plan of compromise and arrangement (the “Plan”) proposed by the Pan-Canadian Investors Committee for Third-Party Structured Asset-Backed Commercial Paper (the “Investors Committee”) pursuant to the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) in respect of the outstanding third-party asset-backed commercial paper debt obligations of the above referenced Issuer Trustees, including applicable floating rate notes, liquidity notes and subordinated notes (collectively, the “Affected ABCP”) was approved by the Court on June 5, 2008. The distribution of Plan Notes to holders of Affected ABCP under the Plan took place on January 21, 2009 (the ”Plan Implementation Date”). All Interest Entitlement has now been distributed to holders of Affected ABCP and all Principal Cash Amounts have been transferred to the Master Asset Vehicles (the ”MAVs”) established on the Plan Implementation Date. Details of distributions to holders of Affected ABCP The distribution of Plan Notes and Interest Entitlement to holders of Affected ABCP are explained in various Monitor’s reports as listed below. All Reports are available within the Monitor’s Reports folder and all Court orders are available within the Court Orders folder, both of which are accessible by clicking on the Key Documents link below. Distribution of Plan Notes on the Plan Implementation Date, pursuant to the Plan, is authorized by the sanction orders of the Court and the order of the Court dated January 12, 2009. The distribution is discussed in detail in the Eighteenth Report of the Monitor dated January 2, 2009 and the Supplement to the Eighteenth Report of the Monitor dated January 11, 2009 The first interim distribution of Interest Entitlement occurred on the Plan Implementation Date and is authorized by the order of the Court dated January 12, 2009. The distribution is discussed in detail in the Eighteenth Report of the Monitor dated January 2, 2009 and the Second Supplement to the Eighteenth Report of the Monitor dated January 19, 2009. The second interim distribution of Interest Entitlement occurred on May 14, 2009 and is authorized by the order of the Court dated April 29, 2009. The distribution is discussed in detail in the Twenty-Third Report of the Monitor dated April 20, 2009. The final distribution of Interest Entitlement on the Plan Implementation Date occurred on November 4, 2009 and is authorized by the order of the Court dated October 28, 2009. The distribution is discussed in detail in the Twenty-Sixth Report of the Monitor dated October 21, 2009. Information with respect to Plan Notes All information with respect to the Plan Notes issued on the Plan Implementation Date in exchange for the Affected ABCP is maintained by BlackRock (Institutional) Canada Ltd., which was appointed on the Plan Implementation Date to administer the MAVs and manage their respective assets. All inquiries with respect to the Plan Notes should be directed to BlackRock (Institutional) Canada Ltd. via e-mail directed to CMAVinquiries@blackrock.com. The web site maintained by BlackRock (Institutional) Canada Ltd. can be accessed at the following URL: http://www2.blackrock.com/ca/en/InstitutionalInvestors/CanadianABCPRestructuring/index.htm All assets of the Conduit Trusts, with the exception of the cash transferred to the Implementation Trust Accounts or paid to Noteholders as Interest Entitlement, were transferred to the MAVs on the Plan Implementation Date. Accordingly, the electronic Noteholder Data Room formerly maintained by the Monitor with respect to details of the assets and agreements underlying the Affected ABCP was disabled shortly after the Plan Implementation date and is no longer accessible. Key Documents Public documents related to the CCAA proceedings for Affected ABCP can be downloaded in PDF form below: Key Documents Additional key documents will be made available here as they are finalized. Approved Agreements Forms of the Approved Agreements and certain additional related documents provided by the Applicants (as defined under the Initial Order) to the Monitor for posting on this website pursuant to paragraph 9 of the Sanction Order dated June 5, 2008 can be downloaded in PDF form from the link below. The Monitor is not required to identify or report on any amendments or additions to, or deletions of, Approved Agreements following the Plan Implementation Date, and accordingly the documents provided at the link below may not be the operative versions of such agreements. Parties wishing to obtain the most current versions of any or all of the agreements should contact BlackRock (Institutional) Canada Ltd. using the link indicated above. Approved Agreements Chapter 15 Application ALLEN & OVERY LLP 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 610-6300 Facsimile: (212) 610-6399 Ken Coleman Amélie Baudot Counsel for Ernst & Young Inc. as the Monitor and Foreign Representative UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Metcalfe & Mansfield Alternative Investments et al., Debtors in Foreign Proceeding. Chapter 15 Case No. 09-16709 (MG) Jointly Administered NOTICE OF FILING AND HEARING ON PETITIONS SEEKING RECOGNITION OF CANADIAN PROCEEDINGS AND ENFORCEMENT OF SANCTION ORDER AND PLAN IMPLEMENTATION ORDER IN THE UNITED STATES PLEASE TAKE NOTICE that on November 10, 2009, Ernst & Young Inc., the court-appointed monitor (the "Monitor") and authorized foreign representative of Metcalfe & Mansfield Alternative Investments II Corp., ("Metcalfe II"), Metcalfe & Mansfield Alternative Investments III Corp. ("Metcalfe III"), Metcalfe & Mansfield Alternative Investments V Corp. ("Metcalfe V"), Metcalfe & Mansfield Alternative Investments XI Corp. ("Metcalfe XI"), Metcalfe & Mansfield Alternative Investments XII Corp. ("Metcalfe XII"), 6932819 Canada Inc. ("6932819") and 4446372 Canada Inc., ("4446372" and together with Metcalfe II, Metcalfe III, Metcalfe V, Metcalfe XI, Metcalfe XII, and 6932819, the "Issuer Trustees"), the trustees of the third-party (non-bank sponsored) conduit trusts, (the "Conduits") and the debtors in proceedings (the "Canadian Proceedings") under Canada's Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") pending before the Ontario Superior Court of Justice (Commercial List) (the "Ontario Court"), filed petitions (collectively, the "Chapter 15 Petitions") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") under chapter 15 of title 11 of the United States Code (the "Bankruptcy Code") commencing chapter 15 cases ancillary to the Canadian Proceedings and seeking entry of an order (the "Proposed Recognition Order") (a) recognizing the Canadian Proceedings as "foreign main proceedings" and (b) enforcing in the United States the Amended Sanction Order (the "Sanction Order") and the Plan Implementation Order (the "Implementation Order" and together with the Sanction Order, the "Canadian Orders") relating to the Third Amended Plan of Compromise and Arrangement (the "Plan") for the comprehensive restructuring of third-party (non-bank sponsored) Asset Backed Commercial Paper. PLEASE TAKE FURTHER NOTICE that pursuant to the Sanction Order and the Implementation Order, the implementation of the Plan, including: (i) the comprehensive releases provided in Section 10.1 of the Plan (posted on the Monitor’s website listed below) ; and (ii) the distribution of Plan Notes (as defined in the Plan) took place on January 21, 2009 and distributions of Interest Entitlement (as defined in the Plan) have been made pursuant to the Plan. The Monitor's application to the Bankruptcy Court does not impact the entitlement of holders of Affected ABCP to the Plan Notes received on the Plan Implementation Date or the Interest Entitlement received as part of the distributions described above. Parties affected by the Plan are not required to take any further action unless they wish to submit a response or objection to the Bankruptcy Court regarding the Monitor’s application for recognition of the Canadian Proceedings and enforcement of the Canadian Orders in the United States. PLEASE TAKE FURTHER NOTICE that on November 23, 2009, the Bankruptcy Court entered an Order For Joint Administration of the Issuer Trustees' chapter 15 cases under Case No. 09-16709 (MG). PLEASE TAKE FURTHER NOTICE that any party in interest wishing to submit a response or objection to the Chapter 15 Petitions or the relief requested therein must do so pursuant to the Bankruptcy Code and the Local and Federal Rules of Bankruptcy Procedure, including, without limitation Rule 1011 of the Federal Rules of Bankruptcy Procedure, in writing and setting forth the basis therefore. Such response must be filed with the Office of the Clerk of the Court, One Bowling Green, New York, New York 10004, and served upon counsel for the Monitor, so as to be received by them no later than December 16, 2009 at 4:00 p.m. (EST). Notices to counsel for the Monitor should be addressed to Allen & Overy LLP, 1221 Avenue of the Americas, New York, NY 10020, Attention: Ken Coleman. PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court entered an Order on November 23, 2009, scheduling a hearing on the Proposed Recognition Order, including the Monitor's request for enforcement of the Canadian Orders, for December 23, 2009 at 10:00 a.m. (EST) before the Honorable Martin Glenn in Courtroom 501 of the Bankruptcy Court, One Bowling Green, New York, NY 10004. PLEASE TAKE FURTHER NOTICE there is no claims process in the Canadian Proceedings and no proofs of claim should be filed in the Canadian Proceedings or these proceedings. PLEASE TAKE FURTHER NOTICE that the hearing may be adjourned from time to time without further notice other than an announcement in open court at such hearing of the adjourned date or dates or any further adjourned hearing. Copies of the Chapter 15 Petitions and other filings in this case, including the Plan, are available (1) on the Bankruptcy Court's Electronic Case Filing System, available at https://ecf.nysb.uscourts.gov (a PACER login and a password are required), (2) on the Monitor's website at www.ey.com/ca/commercialpaper, and (3) upon written request to Monitor's counsel at 1221 Avenue of the Americas, New York, NY 10020, Attn: Amélie Baudot, abcp@allenovery.com. Dated: New York, New York November 24, 2009 ALLEN & OVERY LLP /s/ Ken Coleman Ken Coleman Amélie Baudot 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 610-6300 Facsimile: (212) 610-6399 Counsel for Ernst & Young Inc. as the Monitor and Foreign Representative All publicly-filed documents related to the Chapter 15 application by the Monitor are available within the Chapter 15 Application folder, which is accessible by clicking on the Key Documents link above.