Heritage Educational Foundation et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Application -- Exemptive relief granted to scholarship plans allowing extension of prospectus lapse date and relief to not include interim financial statements in the renewal prospectus due to the unique fact situation that gave rise to the application.

Applicable Ontario Statutory Provisions

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

OSC Rule 41-502, ss. 5.2(b), 11.1.

September 17, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA,

PRINCE EDWARD ISLAND, NEW BRUNSWICK,

NEWFOUNDLAND AND LABRADOR, AND YUKON

AND NUNAVUT TERRITORIES

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

HERITAGE EDUCATIONAL FOUNDATION (THE "FILER")

ON BEHALF OF HERITAGE PLANS AND IMPRESSION PLAN

(COLLECTIVELY, THE "PLANS")

MRRS DECISION DOCUMENT

BACKGROUND

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that:

(i) the time limits for the renewal of the prospectus of the Plans dated July 14, 2006 (the Prospectus) be extended to the time limits that would be applicable if the lapse date of the Prospectus were October 31, 2007 (the New Lapse Date), and

(ii) the renewal prospectus for the Plans filed within the extended time limits applicable under the New Lapse Date not be required to include the interim financial statements of the Plans for the period ended June 30, 2007.

Paragraphs (i) and (ii) together shall be referred to as the Requested Relief.

Under the Mutual Reliance Review System for Exemptive Relief Applications,

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

(b) this MRRS decision document evidences the decision of each Decision Maker.

INTERPRETATION

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

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 dated December 1, 1986 under the Canada Corporations Act with its head office located in Ontario;

2. The Plans are reporting issuers, or the equivalent thereof, as defined in the Legislation, and are not in default of any requirements of the Legislation or the regulations made thereunder;

3. The Filer is the sponsor and the administrator of the Plans;

Lapse Date Relief

4. The Plans are currently offered under the Prospectus that was receipted on July 14, 2006. Pursuant to the Legislation or the regulations made thereunder, the earliest lapse date ("Lapse Date") for the distribution of scholarship agreements by the Plans was July 14, 2007.

5. As a result of continuing discussions between the Filer and OSC staff arising from the industry wide comment letter issued by OSC staff, additional time was required to finalize outstanding matters before staff could clear the prospectus for final filing.

6. Pursuant to an MRRS decision document dated July 24, 2007 the Decision Maker agreed to extend the Lapse Date to August 31, 2007.

7. The Filer is still addressing an outstanding issue and OSC staff have not cleared the prospectus for final filing.

8. There have been no material changes in the affairs of the Plan since the date of the Prospectus.

Prospectus Relief -- Interim Financial Statements

9. The Legislation requires the interim financial statements of the Plans for the period ended June 30, 2007 to be filed no later than August 29, 2007. The Foundation would have been in a position to file the renewal prospectus offering the Plans within 10 days of the Lapse Date pursuant to the Legislation or the regulations made thereunder. Since the delay in the filing of the renewal prospectus for the Plans is beyond the control of the Filer, the Filer has submitted that it should not be required to include the interim financial statements of the Plans in the renewal prospectus when filed. OSC Rule 41-502 and the equivalent provisions in the Legislation or local rules of other Jurisdictions would require the interim financial statements of the Plans to be included in the renewal prospectus since it will be filed after August 29, 2007.

10. The interim financial statements for the period ended June 30, 2007 have been prepared, filed and made otherwise available in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure.

DECISION

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation of each Jurisdiction is that:

A. the time periods provided by the Legislation as they apply to a distribution of securities under the Prospectus are hereby extended to the time periods that would be applicable if the Lapse Date was October 31, 2007; and

B. the renewal prospectus for the Plans filed within the time limits permitted by this Decision under the New Lapse Date is exempt from the requirements of the Legislation to include the interim financial statements of the Plans for the period ended June 30, 2007.