The Ontario Securities Commission (OSC) is entering into an agreement with the CFA Institute to participate in the CFA Institute's 2018 scholarship program. The agreement is being published in accordance with the OSC's obligations under s. 143.10 of the Securities Act (Ontario).

2018 SCHOLARSHIP AGREEMENT

This Agreement is entered into on this 6th day of December, 2017, by and between:

CFA Institute, a Virginia non-stock corporation, with its registered office at 915 East High Street, Charlottesville, Virginia 22902 USA ("CFA Institute")

and:

Ontario Securities Commission, an Ontario Crown agency and corporation without share capital with its office on the 22nd floor of 20 Queen Street West, Toronto, Ontario, Canada, M5H 3S8 ("Sponsor")

CFA Institute and Ontario Securities Commission being hereafter sometimes referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, CFA Institute is a global, not-for-profit association of investment professionals that sets the standard for excellence in the industry, developing and promoting the highest educational, ethical, and professional standards in the investment industry.

WHEREAS, CFA Institute is offering scholarships worldwide to contribute to its mission through encouraging professional learning opportunities for the staff of financial market regulators and central banks. CFA Institute has more than 150,000 members and about 150 affiliated professional societies around the world.

WHEREAS, Sponsor is a regulatory authority in Toronto, Canada.

WHEREAS, Sponsor has been selected by CFA Institute because they are strategically positioned to promote awareness of CFA Institute programs. Sponsor may assign a specified number of scholarships to affiliated individuals employed full-time by the Sponsor.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties hereby agree as follows:

Article 1. Scholarship offer

CFA Institute agrees to waive enrollment fees and offer a reduced price on registration fees for a limited number of eligible Sponsor staff members to participate in CFA Institute formal educational programs, according to the following terms and restrictions.

The applicable prices are as follows:

CFA Program Examination Date

Scholarships Available

Registration fees and eBook curriculum: Bundled Price

June 2018

10

US$350

December 2018

10

US$350


CIPM Program Examination Date

Scholarships Available

Registration fees and eBook curriculum: Bundled Price

March 2018

10

US$300

September 2018

10

US$300


Investment Foundations

Scholarships Available

Registration fees and eBook curriculum: Bundled Price

Discounts valid for two years from the date of issue

10

US$200

Print copies, additional sample exams, mock exams or other preparatory materials are not included in this offer but may be purchased by the candidate directly. The CFA Program, CIPM and Investment Foundations printed curriculums are available separately for an additional cost of $150 USD, $110 USD, and $90 USD, respectively. Fees associated with shipping such as postal costs, import duties, customs fees and/or taxes are the candidate's additional responsibility.

This offer is available to full-time staff of the Sponsor. All participating staff members must meet all Institute eligibility requirements as indicated on the CFA Institute website and must register prior to the final deadlines for each exam as shown here.

CFA Institute will facilitate the discounted registrations of eligible staff once notified of their identities and contact information including name, date of birth and email address.

All fees are non-refundable and registrations are non-transferable, even in the event a registrant or candidate withdraws from a program or decides not to complete a program.

Scholarships may not be applied retroactively.

Each party will allow the other to review press releases or other promotional materials regarding this agreement prior to release.

Article 2. Term of the Agreement and Effective Date

This Agreement will begin 60 days after it is published in the Sponsor's Bulletin, provided that it is not rejected by the Ontario Minister of Finance, in accordance with the terms of the Sponsor's governing legislation. The Agreement will continue until 1 September 2018 and may be renewed for subsequent examination administrations by mutual, written agreement.

Article 3. Conflict of interest

Sponsor agrees that no actual or potential conflicts of interest may affect the distribution of the scholarships. Any actual or potential conflicts of interest must be disclosed in writing and approved by CFA Institute.

Article 4. Compliance with the laws

Each Party agrees to be subject to all laws, rules and regulations of any government authority which are or may become applicable to that Party's operations covered by or arising out of the performance of this Agreement. In particular, both Parties shall comply with all applicable country laws relating to anti-corruption or anti-bribery, including, but not limited to the Foreign Corrupt Practices Act, as amended (FCPA), and the UK Anti-Bribery Act.

Neither Party shall directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of the scholarship to a public official or any other person in violation of the FCPA, Anti-bribery Act and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery.

Article 5. General

Nothing in this Agreement shall confer, nor is it intended to confer, any enforceable right on any third party.

The English language shall be the governing language of this Agreement.

In the event of any dispute, claim, question, or disagreement ("Dispute(s)") arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the Dispute by normal business discussions.

This Agreement shall be deemed to be executed in Charlottesville, Virginia and shall be governed by the laws of the Commonwealth of Virginia regardless of that state's choice of law rules. You consent to jurisdiction and venue in the state or federal courts located in the Commonwealth of Virginia.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

All notices and other communications related to this Agreement shall be in writing, and shall be deemed effective upon deposit with a recognized courier Mail, postage prepaid, addressed to the Party entitled thereto at the address below, provided that either Party shall have the right to change its address or facsimile number by written notice to the other Party given in the manner stated above.

IN WITNESS WHEREOF, this Agreement is effective as of the day and year set forth above.

Agreed:
Agreed:
"Lisa Plaxco"
"Lisa Wilkins"
____________________
____________________
Lisa Plaxco
Lisa Wilkins
Head, CFA Program
Chief Human Resources Officer
CFA Institute
Ontario Securities Commission
Date: December 8, 2017
Date: December 7, 2017