Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Application -- Exemptive relief granted to scholarship plans allowing extension of prospectus lapse date and relief to not include interim financial statements in the renewal prospectus due to the unique fact situation that gave rise to the application.

Applicable Statutory Provisions

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

OSC Rule 41-502, ss. 5.2(b), 11.1

June 28 , 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA,

PRINCE EDWARD ISLAND, NEW BRUNSWICK,

NEWFOUNDLAND AND LABRADOR, AND YUKON

AND NUNAVUT TERRITORIES

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CANADIAN SCHOLARSHIP TRUST FOUNDATION

(THE "FILER")

ON BEHALF OF THE

CANADIAN SCHOLARSHIP TRUST GROUP PLAN

2001, THE CANADIAN SCHOLARSHIP TRUST

INDIVIDUAL PLAN AND THE CANADIAN

SCHOLARSHIP TRUST FAMILY PLAN

(COLLECTIVELY, THE "PLANS")

 

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:

(i) the time limits for the renewal of the prospectus of the Plans dated June 27, 2006 (the Prospectus) be extended to the time limits that would be applicable if the lapse date of the Prospectus were August 31, 2007 (the New Lapse Date), and

(ii) the renewal prospectus for the Plans filed within the extended time limits applicable under the New Lapse Date not be required to include the interim financial statements of the Plans for the period ended April 30, 2007.

Paragraphs (i) and (ii) together shall be referred to as the Requested Relief.

Under the Mutual Reliance Review System for Exemptive Relief Application,

(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 is a non-profit corporation without share capital incorporated by Letters Patent dated December 15, 1960 under the Canada Corporations Act with its head office located in Ontario;

2. The Plans are reporting issuers, or the equivalent thereof, as defined in the Legislation, and are not in default of any requirements of the Legislation or the regulations made thereunder;

3. The Filer is the sponsor and the administrator of the Plans;

Lapse Date Relief

4. The Plans are currently offered under the Prospectus that was receipted on June 29, 2006. Pursuant to the Legislation or the regulations made thereunder, the lapse date ("Lapse Date") for the distribution of scholarship agreements by the Plans is June 27, 2007.

5. A pro forma prospectus for the Plans was filed on May 2, 2007. First and second comment letters have been issued by staff of the OSC as principal regulator. OSC staff told the Filer that given that a number of the comments relate to broad industry wide issues, additional time would be required to consider the responses before staff could clear the prospectus for final filing.

6. There have been no material changes in the affairs of the Plan since the date of the Prospectus.

Prospectus Relief -- Interim Financial Statements

7. The Legislation requires the interim financial statements of the Plans for the period ended April 30, 2007 to be filed no later than June 29, 2007. The Foundation would have been in a position to file the renewal prospectus offering the Plans prior to June 29, 2007. Since the delay in the filing of the renewal prospectus for the Plans is beyond the control of the Filer, the Filer has submitted that it should not be required to include the interim financial statements of the Plans in the renewal prospectus if it is filed on or after June 29, 2007. OSC Rule 41-502 and the equivalent provisions in the Legislation or local rules of other Jurisdictions would require the interim financial statements of the Plans to be included in the renewal prospectus if it is filed on or after June 29, 2007.

8. The interim financial statements for the period ended April 30, 2007 will be prepared, filed and made available otherwise in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure.

Additional Submissions

9. Since the delay in the filing of the renewal prospectus for the Plans is beyond the control of the Filer, the Filer has submitted that it would be appropriate to waive the fee normally required to accompany applications for discretionary relief.

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:

A. the time periods provided by the Legislation as they apply to a distribution of securities under the Prospectus are hereby extended to the time periods that would be applicable if the Lapse Date was August 31, 2007; and

B. the renewal prospectus for the Plans filed within the time limits permitted by this Decision under the New Lapse Date is exempt from the requirements of the Legislation to include the interim financial statements of the Plans for the period ended April 30, 2006.

"Leslie Byberg"
Manager, Investment Funds Branch
Ontario Securities Commission