In December 2008 we wrote to you as required under the Subscriber Agreement, to ask you to vote on a change to one clause in the Agreement that governs your US $ STI Plan.

At that time the Trust resided in BVI and your Agreement was subject to the laws of BVI. We asked you to vote to change the residence of the Trust to Bermuda and have your Agreement subject to the laws of Bermuda. All other terms of your agreement would remain the same. The vote result was positive and so we have proceeded according to the information provided to you in the vote circular.
The result of the change is that the final clause of your Agreement has changed from:

8.6	This Agreement shall be governed by the laws of the British Virgin Islands applicable therein, and shall be for the benefit of and binding upon the Subscriber, his/her heirs, executors, administrators or assigns.

To the following:

8.6	This Agreement shall be governed by the laws of Bermuda applicable therein, and shall be for the benefit of and binding upon the Subscriber, his/her heirs, executors, administrators or assigns.

Benefits of making the change

1. The Bermuda Monetary Authority (“BMA”) will impose a higher standard of regulation over the USSTI than the BVI Financial Services Commission. This should provide subscribers with a greater degree of assurance that the Trustee, Administrator and other Service Providers operate in accordance with the terms of the Trust and Subscriber Agreement.
2. The ability to penetrate new markets where regulators are currently not allowing us to operate will have economy of scale benefits for the cost of administering the USSTI Plan.
3. A larger sized Plan will allow us to negotiate better investment rates and hence increase returns for Subscribers of the USSTI.
4. Both Bermuda and BVI are self governed overseas territories of the United Kingdom. Bermuda has a very well defined legal code for Trust Law that is based upon British Common Law principles. For more detailed information on Bermuda Laws please visit www.bermudalaws.bm.

Costs

All legal and out of pocket costs related to the Trust transfer to Bermuda and subsequent registration with the BMA are being borne 100% by O’Shaughnessy Education Foundation Ltd.

When will this change take place?

We received registration of the US $ Plan from the Bermuda Monetary Authority on March 12, 2009 and so the Plan is now regulated under Bermuda Law.

What if I have other STI Plans?

At this time there are no changes proposed for the STI (Bermuda) Plan. Now that we have received the regulatory clearance for the US $ Plan we will proceed shortly with a similar Subscriber vote for the Canadian $ Plan with the intention that it too be registered in Bermuda within the next few months.

The formal vote results are provided below for your information:

Decision	Total Units	% of Total Eligible Votes	% of Valid Votes
Yes	2319.76	29.55%	97.77%
No	52.99	0.68%	2.23%
Spoiled Undecided	0.00	0.00%	N/A
Spoiled Yes*	18.88	0.24%	N/A
Spoiled Unknown**	51.64	0.66%	N/A
Total Valid Votes	2372.75	30.23%	100%
Total Spoiled Votes	70.52	0.90%	N/A
Total Votes Collected	2443.27	31.13%	N/A
Total Votes Collected	8220.1	100.00	N/A

* Spoiled Yes - voted yes but either Subscriber signature missing or joint signature missing
** Spoiled Unknown - card returned as Address Unknown

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