Children's Educational Foundation of Canada on behalf of the Children's Education Trust of Canada - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- s 62(5) of the Securities Act (Ontario) -- Application for lapse date extension for the simplified prospectus of The Children's Education Trust of Canada -- an extension to allows staff and the filer sufficient time to resolve outstanding issues on a new product.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5).

June 12, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWN, MANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA, PRINCE EDWARD

ISLAND, NEW BRUNSWICK, NEWFOUNDLAND AND LABRADOR, THE YUKON AND NUNAVUT TERRITORIES

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS ("MRRS")

AND

IN THE MATTER OF

THE CHILDREN'S EDUCATIONAL FOUNDATION OF CANADA (THE "FILER")

ON BEHALF OF THE CHILDREN'S EDUCTION TRUST OF CANADA ("CETC")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the time for filing of the prospectus be extended by an additional twenty-two days from the date on which the prospectus must be filed to July 4, 2006 and that the time for obtaining a receipt for the prospectus be extended by an additional twenty-four days from the date on which receipt for the prospectus must be obtained to July 14, 2006.

Under the MRRS,

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer was incorporated under the laws of Canada by articles of incorporation dated March 23, 1990.

2. The Filer is a reporting issuer in each of the provinces and territories in Canada and is not in default of any of the requirements of the securities legislation applicable therein.

3. The Filer filed a long form prospectus on May 31, 2005 in connection with the continuous distribution of securities of CETC (the "Current Prospectus").

4. The lapse date for the Current Prospectus was May 31, 2006 (the "Lapse Date").

5. The Filer filed a pro forma prospectus on May 1, 2006 in connection with the continuous public offering of the securities of CETC to the public beyond the Lapse Date.

6. Staff have issued one comment letter dated May 15, 2006, to which the Filer has responded.

7. Staff have indicated that a second comment letter is to be forthcoming.

8. Canada Revenue Agency has not yet completed its review of the process for the Achievers Plan.

9. If the relief requested is not granted, the Filer will no longer be qualified to distribute securities in the Jurisdictions pursuant to the Current Prospectus following June 12, 2006.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the time for filing of the prospectus is extended by an additional twenty-two days from the date on which the prospectus must be filed to July 4, 2006 and that the time for obtaining a receipt for the prospectus is extended by an additional twenty-four days from the date on which receipt for the prospectus must be obtained to July 14, 2006.