Securities Law & Instruments


Calculation of fees payable by Trust under OSCRule 13-502 modified, subject to conditions. Trust created toissue financing bonds for construction of schools.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.

Rules Cited

Ontario Securities Commission Rule 13-502 --Fees, ss. 2.2, 2.7, 6.1.



R.S.O. 1990, c. S.5, as amended



(the "Fee Rule")






(Section 6.1 of the Fee Rule)

UPON the Director having received anapplication (the "Application") from Scotia SchoolsTrust (the "Trust") on its own behalf seeking a Decisionpursuant to section 6.1 of the Fee Rule exempting the Trustfrom paying a participation fee on the basis of the Trust beinga Class 2 Reporting Issuer;

AND UPON the Director considering theApplication and the recommendation of the staff of the OntarioSecurities Commission;

AND UPON the Trust having representedto the Director as follows:

1. The Trust is an unincorporated trust createdon February 27, 1999, by a Trust Indenture, with its trusteebeing Scotia Schools Inc., a body corporate under the lawsof the Province of Nova Scotia;

2. The Trust was created in consequence ofa development agreement signed in November of 1998 betweenthe Province of Nova Scotia and a consortium then called theMunicipal-Armoyan P3 Consortium Incorporated to effect thepublic and educational purpose of design, financing, planning,engineering, construction, equipping, commissioning and ownershipof thirteen new public schools in the Province of Nova Scotia,called Learning Centres, and a subsequent decision in Marchof 1999 to effect construction financing of these thirteenLearning Centres by means of bond financing;

3. The Trust was created to issue the constructionfinancing bonds, and in May of 1999 the Trust created andsold $70,000,000 in Series "A" Bonds (40% sold inOntario) and in November of 1999 it created and sold a further$40,500,000 in Series "B" Bonds, (46.25 % sold inOntario) with a total of 42.085% of the $110,500,000 in issuedbonds, or $46,500,000, being sold in Ontario;

4. The schools built were thereafter leasedto the Trust and then sub-leased by the Trust to the Provinceof Nova Scotia over a term of twenty years, thereby generatingthe cash flow to retire the bond indebtedness;

5. The sub-lease structure involves fixedcommitments and obligations between the Trust and Her Majestythe Queen in Right of the Province of Nova Scotia as representedby the Minister of Education and as authorized as Ministerand pursuant to Orders-in Council 1998-590 and 1999-110;

6. The Trust filed a Prospectus in May of1999 preparatory to its initial Bond issue being sold, anda Second Prospectus in November of 1999 preparatory to thesecond Bond issue being sold, thereby becoming a "reportingissuer" under and pursuant to the Ontario SecuritiesAct and the other Securities Acts in Canada pursuant to whicheither or both the May or November Prospectus was filed;

7. The Trust is not on any list of reportingissuers in default under any of the Provinces or Territoriesof Canada in which the Trust is a reporting issuer;

8. The Trust has no current intention of accessingthe capital markets in Ontario, or other parts of Canada,in the future by issuing any further securities to the public;

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS THE DECISION OF THE DIRECTOR,pursuant to section 6.1 of the Fee Rule, that the Trust is exemptfrom the requirement in section 2.2 of the Fee Rule to pay aparticipation fee as a Class 2 reporting issuer for each ofits financial years, provided that the Trust pays a participationfee based on having a section 2.7 capitalization as a Class3 reporting issuer, for each of its financial years, for solong as:

(a) the Trust is a reporting issuer in Ontario,and

(b) the Trust does not issue any further securitiesor participate in the capital markets of Ontario.

October 14, 2003.

"Iva Vranic"