Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Application -- Exemptive relief granted to scholarship plans allowing extension of prospectus lapse date.

Applicable Statutory Provisions

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

September 7, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,

NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR,

PRINCE EDWARD ISLAND, YUKON,

AND NUNAVUT (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

USC EDUCATION SAVINGS PLANS INC.

 

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) for an exemption that the time limits pertaining to the distribution of securities under the current prospectus dated August 9, 2006 in respect of the Plans (the Current Prospectus) be extended to the time limits that would be applicable if the lapse date of the Current Prospectus was October 5, 2007 (the New Lapse Date), (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 14-401 Definitions have the same meaning in this decision unless they are defined in the decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the Canada Business Corporations Act.

2. Each of the Plans is administered by the Filer.

3. Each of the trusts that is offering a Plan is a reporting issuer or the equivalent thereof as defined in the Legislation where such status exists. None of the Plans are in default of any of the requirements of such legislation or the regulations made thereunder.

4. The Filer filed the Current Prospectus in connection with the continuous distribution of securities of the Plans.

5. The Filer filed a pro forma prospectus on May 25, 2007 (the "Pro Forma Prospectus") in connection with the continuous public offering of the securities of the Plans to the public beyond August 9, 2007.

6. Pursuant to an order dated August 16, 2007, the lapse date was extended to August 31, 2007 (the "Extended Lapse Date").

7. Accordingly, pursuant to the securities legislation of the Jurisdictions (the "Legislation"), a final prospectus (the "Prospectus") must be filed by September 10, 2007 (the "Filing Date"), and an MRRS decision document evidencing receipt obtained by September 20, 2007.

8. In connection with the review of the Pro Forma Prospectus, Staff of the OSC ("Staff") have to date issued four comment letters dated June 8, 2007, August 10, 2007, August 28, 2007 and August 30, 2007, respectively, to which the Filer responded on June 21, 2007, August 17, 2007 and August 30, 2007, respectively. The Filer intends to respond to the fourth comment letter shortly.

9. Further to discussions held with Staff on August 29, 2007, Staff have indicated that in light of timing concerns, an extension of the Extended Lapse Date would be appropriate and would provide additional time in order to resolve the outstanding issues while ensuring that the continuous public offering remains in distribution.

10. If the relief requested is not granted, the Filer will no longer be qualified to distribute securities in the Jurisdictions pursuant to the Current Prospectus after September 10, 2007.

11. There have been no material changes in the affairs of the Plans since the date of the Prospectus.

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 this decision has been met.

The decision of the Decision Makers under the Legislation of each Jurisdiction is that the time periods provided by the Legislation as they apply to a distribution of securities under the Current Prospectus are hereby extended to the time periods that would be applicable if the lapse date of the Current Prospectus was October 5, 2007.

"Vera Nunes"
Assistant Manager, Investment Funds
Ontario Securities Commission