USC Education Savings Plans Inc. and others registered as of November 5, 2010

Headnote

Revocation of prior interim decision of Director dated November 2, 2010, In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and In the Matter of USC Education Savings Plans Inc. and others registered as of the date of this decision . Circumstances provided for in the interim decision are now addressed in the new subsection 13.2(7) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Paragraph 13.2(2)(b) of NI 31-103 requires a registrant to take reasonable steps to establish whether their client is an insider of a reporting issuer or any other issuer whose securities are publicly traded . Interim decision had the effect of exempting specified registrants from this requirement in respect of a client for which the registrant only traded securities referred to in paragraphs 7.1(2)(b) and 7.1(2)(c) of NI 31-103 (being the branches of subsection 7.1(2) relevant to registered mutual fund dealers and scholarship plan dealers).

Applicable Legislative Provisions

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 7.1(2)(b), 7.1(2)(c), 13.2(2)(b), 13.2(7), and 15.1.

Decision Cited

In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and In the Matter of USC Education Savings Plans Inc. and others registered as of the date of this decision, (2010) 33 OSCB 10163

In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and Scotia Securities Inc. and other Mutual Fund Dealers registered as of the date of this decision, (2010) 33 OSCB 1775.

September 13, 2011

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS,

EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

("NI 31-103")

AND

USC EDUCATION SAVINGS PLANS INC. (the "Lead Filer")

AND OTHERS REGISTERED AS OF NOVEMBER 5, 2010

DECISION

Interpretation

Unless otherwise defined in this decision or the context otherwise requires, terms used in this decision that are defined in NI 31-103 or National Instrument 14-101 Definitions have the same meaning.

Background

1. The Lead Filer applied to the Director, under section 15.1 of NI 31-103, for exemptions for itself and each registrant registered as of November 5, 2010 (together with the Lead Filer, the Filers or, individually, a Filer) from paragraph 13.2(2)(b) of NI 31-103, subject to certain conditions and restrictions.

2. On November 2, 2010, the Director issued a decision (the Interim Decision) under section 15.1 of NI 31-103, In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and In the Matter of USC Education Savings Plans Inc. and others registered as of the date of this decision, (2010) 33 OSCB 10163.

3. The Interim Decision provided exemptions from the requirement of a Filer under paragraph 13.2(2)(b) of NI 31-103 to establish whether a client is an insider of a reporting issuer or any other issuer whose securities are publicly traded in respect of a client for which a Filer only trades securities referred to in paragraph 7.1(2)(b) or (c) of NI 31-103.

4. Under the Interim Decision, section 13.2(2)(b) of NI 31-103 did not apply to a Filer in respect of a client for which the Filer only traded securities referred to in paragraphs 7.1(2)(b) and 7.1(2)(c) of NI 31-103. Paragraph 13.2(2)(b) of NI 31-103 required registrants to take reasonable steps to establish whether their clients were insiders of reporting issuers or any other issuers whose securities were publicly traded.

5. In addition, the Interim Decision revoked an earlier order (the February 2010 Order) made on February 26, 2010, In the Matter of National Instrument 31-103 Registration Requirements and Exemptions and Scotia Securities Inc. and other Mutual Fund Dealers registered as of the date of this decision.

6. The Interim Decision was issued by the Director on the understanding that it would be reconsidered in the course of the NI 31-103 amendments process.

7. Amendments to NI 31-103 were published on April 15, 2011 and came into force on July 11, 2011. As a result of these amendments, the circumstances previously provided for in the Interim Decision are now addressed in subsection 13.2(7) of NI 31-103.

Decision

The Director is satisfied that it is in the public interest for him to make this decision.

The decision of the Director is that, effective September 16, 2011, the Interim Decision is revoked, except that, for greater certainty, the February 2010 Order remains revoked.