In this paper StudentsNS takes a holistic look at student fees and provincial funding with an eye to creating a fair funding structure for Nova Scotia’s students and universities. To do this, the paper explores the university system-funding envelope (USFE), which includes provincial operating grants, student tuition and fees, and all other sources of university revenue. We find that the university system has a number of systemic strengths, including relatively high funding levels, strong institutions providing excellent educational programs, and well-engaged stakeholders. At the same time, we face systemic challenges. The funding capacity of both students and the Province is limited. Institutions are becoming more reliant on harder-to-recruit students (e.g. international and out-of-province students) to maintain enrolment. There is a palpable lack of trust amongst key university system stakeholders (especially around financial issues) and Nova Scotia’s students are too often excluded from decisionmaking, even though we are now the primary funders. And, at the same time, Students have come to expect more services to support their wellness and success, which has expanded institutions’ mandates and compounded resource pressures. The recommendations in this report are designed to address these challenges by:  reducing the heavy and growing financial burden placed on students through tuition and student fees and making related policies more equitable for all students;  stabilizing the growth of university system funding and spending so that students, universities, and government can conduct long-term planning;  further expanding transparency and accountability in the university system by establishing clear expectations for financial reporting and student fee structures;  clarifying the financial and service responsibilities of PSE stakeholders; and  generating incentives for institutions to control costs and support provincial prosperity.