Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to scholarship plan for 41-day extension of prospectus lapse date to November 19, 2013 -- additional time needed to prepare prospectus in accordance with requirements of new prospectus form and for staff review -- extension of lapse will not impact currency of disclosure relating to the scholarship plan.

Applicable Legislative Provisions

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

September 24, 2013

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)

AND

IN THE MATTER OF
CHILDREN’S EDUCATIONAL FOUNDATION
OF CANADA (C.E.T.)
(the Filer)

AND

C.E.T. GROUP OPTION PLAN
C.E.T. SELF-INITIATED OPTION PLAN
C.E.T. ACHIEVERS PLAN
(each, a Plan, and collectively, the Plans)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption that the time limits pertaining to filing the renewal prospectus of the Plans be extended as if the lapse date of the prospectus of the Plans dated October 9, 2012 (the Current Prospectus) is November 19, 2013 (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

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

b. the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (the Passport Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

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 under the laws of Canada. The Filer is the sponsor of the Plans.

2. The Filer administered by Children's Education Funds Inc. is registered as an investment fund manager under applicable securities legislation in Ontario, Newfoundland and Labrador, and Quebec, and is registered as a scholarship plan dealer under applicable securities legislation in all jurisdictions.

3. The Filer is not in default of securities legislation in any province or territory of Canada.

4. Each Plan is a reporting issuer in each of the provinces and territories in Canada and is not in default of securities legislation in any province or territory of Canada.

5. Securities of the Plans are currently qualified for distribution in each of the provinces and territories of Canada under the Current Prospectus.

6. The lapse date for the Current Prospectus is October 9, 2013 (the Current Lapse Date). Accordingly, the distribution of securities of the Plans would have to cease on the Current Lapse Date unless (i) each Plan files a pro forma prospectus at least 30 days prior to the Current Lapse Date, i.e. by September 9, 2013; (ii) the final prospectus is filed no later than 10 days after the Current Lapse Date, i.e. by October 19, 2013; and (iii) a receipt for the final simplified prospectus is obtained within 20 days of the Current Lapse Date, i.e. by October 29, 2013.

7. Since the date of the Current Prospectus, no undisclosed material change to the Plans has occurred. Accordingly, the Current Prospectus continues to provide accurate information regarding the Plans. All documents required to be incorporated by reference into the Current Prospectus have been filed as required under applicable securities laws.

8. The Canadian Securities Administrators, including the Commission, amended National Instrument 41-101 -- General Prospectus Requirements (NI 41-101) and the addition of a new Form 41-101F3 (collectively, the New Requirements) to require each Plan to prepare a Plan Summary and a Detailed Plan Disclosure document, both of which will be the prospectus of the Plans. The amendments to NI 41-101 came into force on May 31, 2013.

9. The new requirements have necessitated a complete redraft of the Plans' prospectus.

10. The requested extension of the Current Lapse Date is necessary:

(i) To ensure that the new revised prospectus documents of the Plans comply in all material respects with NI 41-101, and

(ii) To allow for sufficient time to translate the new revised prospectus documents into French.

11. Given the disclosure obligations of the Filer and the Plans, should any material changes to the Plans be proposed, the Current Prospectus will be amended accordingly. Therefore, the extension of the Current Lapse Date requested will not affect the currency or accuracy of the information contained in the Current Prospectus and will allow for the prospectus of the Plans, once filed in final form to be in accordance with the New Requirements and accordingly will not be prejudicial to the public interest.

12. If the Requested Relief is granted, the pro forma prospectus for the Plans will be filed no later than October 19, 2013.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the Commission is that the Requested Relief is granted.

"Darren McKall"
Manager, Investment Funds Branch
Ontario Securities Commission