Universitas Foundation of Canada -- s. 1(10)(b)

Headnote

Securities Act (Ontario) -- relief granted to cease being a reporting issuer in Ontario -- Order sought to complete reorganization of scholarship plan to reflect that scholarship plan trust is actual issuer of plan securities -- Filer is promoter of plans, but does not issue securities to the public -- plan securities are not distributed in Ontario -- relief previously granted in other jurisdictions in which filer had been a reporting issuer -- filer able to make necessary representations for granting relief on a simplified basis under OSC Staff Notice 12 -703 -- Preferred Format of Applications to the Director under Section 83 of the Securities Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(b).

October 12, 2011

Attention: Isabelle Grenier, Vice-President Corporate Affairs and Human Resources

Dear Madame:

The Applicant has applied to the Ontario Securities Commission for an order under clause 1(10)(b) of the Act that the Applicant is not a reporting issuer.

As the Applicant has represented to the Commission that:

• The outstanding securities of the Applicant, including debt securities are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada;

• No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

• The Applicant is not in default of any of its obligations under the Act as a reporting issuer; and

• The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the Director granting the relief requested.

The Director is satisfied that it would not be prejudicial to the public interest to grant the requested relief and orders that the Applicant is not a reporting issuer.

Yours very truly,