Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption from section 2.3(1.1) of NI 41-101 to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus -- National Instrument 41-101 General Prospectus Requirements.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1.1), 19.1.

April 9, 2015

McMillan LLP

Attention: Patrick Phelan

Dear Sirs/Mesdames:

Re: Heritage Education Funds Inc. (the Filer), Heritage Optimal Plan (the Plan)

Preliminary Long Form Prospectus dated December 23, 2014

Application under section 19.1 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) for an extension of the 90 day period under subsection 2.3(1.1) of NI 41-101

Application No. 2015/0180; SEDAR Project No. 2296033

By letter dated March 23, 2015 (the Application), the Filer, as manager of the Plan, applied to the Director of the Ontario Securities Commission (the Director) under section 19.1 of NI 41-101 for relief from the operation of subsection 2.3(1.1) of NI 41-101 which prohibits an issuer from filing a final prospectus more than 90 days after the date of the receipt for the preliminary prospectus which relates to the final prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Funds' final prospectus, subject to the condition that the final prospectus be filed no later than May 29, 2015.

Yours very truly,

"Darren McKall"
Manager, Investment Funds & Structured Products Branch
Ontario Securities Commission