Securities Law & Instruments

Headnote

Lapse date extension for distribution of units or scholarship savings plans of educationplans requested because approval of federal agencies required for amendments tosubscriber contracts relating to education plans - such amendments to be disclosed inthe renewal prospectus for the education plans - lapse date extension granted undersubsection 62(5).

Statutes Cited

Securities Act (Ontario), R.S.O. 1990 c. S.5, as am., ss. 62(1), (2) and (5)


IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO, NOVA SCOTIA, PRINCE EDWARD ISLAND AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF THE
THE CANADIAN SCHOLARSHIP TRUST OPTIONAL PLAN, THE CANADIAN SCHOLARSHIP TRUST MILLENNIUM PLAN ANDTHE CANADIAN SCHOLARSHIP TRUST MILLENNIUM FAMILY PLAN

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Nova Scotia, Prince Edward Island and Newfoundland (collectively, the"Jurisdictions") has received an application from Canadian Scholarship Trust Foundation(the "Foundation"), the sponsor and administrator of The Canadian Scholarship TrustOptional Plan, The Canadian Scholarship Trust Millennium Plan and The CanadianScholarship Trust Millennium Family Plan (collectively, the "Plans"), for a decisionpursuant to the securities legislation of the Jurisdictions (the "Legislation") that the timelimits prescribed by the Legislation for the filing of a pro forma prospectus and a finalprospectus (the "Renewal Prospectus") of the Plans and for obtaining a receipt for theRenewal Prospectus, be extended;

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System") the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Foundation has represented to the Decision Makers asfollows:

1. The Foundation is a non-profit corporation without share capital incorporated byLetters Patent dated December 15, 1960 under the Canada Corporations Act.

2. The Foundation is the sponsor and administrator of the Plans.

3. Each of the Plans is a trust organized under the laws of Ontario and is a RegisteredEducation Savings Plan ("RESP") under the Income Tax Act (Canada) (the "TaxAct").

4. Each of the Plans is a reporting issuer or the equivalent thereof within the meaningof the Legislation. The current offering of the Plans is being made pursuant to aprospectus (the "Current Prospectus"), dated April 6, 1999, in respect of thecontinuous offering of scholarship agreements for the sale of units (the "Units")under the Optional Plan and for the sale of scholarship savings plans (the"Scholarship Savings Plans") under each of the Millennium Plan and the MillenniumFamily Plan. The date of issuance of the receipt for the Current Prospectus in eachJurisdiction was April 13, 1999. The Current Prospectus was amended April 26,1999.

5. Pursuant to the Legislation, the lapse date ("Lapse Date") of the Current Prospectusis April 13, 2000 in Ontario and New Brunswick. The Lapse Date is April 6, 2000,in the Provinces of Alberta, British Columbia, Manitoba, Nova Scotia, PrinceEdward Island, Newfoundland and Saskatchewan. The Lapse Date is April 19,2000 in the Province of Quebec.

6. No material change has occurred in the affairs of the Plans since the date of theCurrent Prospectus, as amended, other than the changes referred to herein, whichhave been approved at a meeting of the subscribers to the Plans.

7. There have been numerous changes in the rules relating to RESPs as set out in theTax Act. The federal legislation provides that changes to the subscriber contractsrelating to the Plans, as well as the content of the prospectus in respect of thePlans, must be approved by each of the Canada Customs and Revenue Agency("CCRA") and Human Resources Development Canada ("HRDC").

8. In 1999 the Foundation proposed amendments to the scholarship agreements inrespect of the Plans, which were designed to increase the flexibility of a number ofaspects of the Plans. These proposed amendments were disclosed and approvedat a meeting of the subscribers of the Plans held on January 25, 2000.

9. The Foundation is still in the process of securing the requisite approvals fromCCRA and HRDC for the amendments referred to in paragraph 8 above.

10. The Foundation seeks an extension of the Lapse Date for the distribution of Unitsand Scholarship Savings Plans so that changes to the Plans, once approved byCCRA and HRDC, may be disclosed in the Renewal Prospectus to be filed for thePlans.

AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the decisionhas been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that the timelimits provided by the Legislation, as they apply to the distribution of the Units orScholarship Savings Plans of the Plans under the Current Prospectus, are herebyextended to the time limits that would be applicable if the Lapse Date for such distributionunder the Current Prospectus were June 12, 2000.

April 6th, 2000.

"Bill Gazzard"