Securities Law & Instruments

Headnote

Relief from the requirement under section 13.2(2)(b) of NI 31-103 to establish whether a client is an insider if the client is only trading securities listed in section 7.1(2)(b) or 7.1(2)(c) of NI 31-103.

November 2, 2010

IN THE MATTER OF

NATIONAL INSTRUMENT 31-103 REGISTRATION

REQUIREMENTS AND EXEMPTIONS

("NI 31-103")

AND

IN THE MATTER OF

USC EDUCATION SAVINGS PLANS INC.

(the "Lead Filer") AND OTHERS REGISTERED

AS OF THE DATE OF THIS DECISION

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. Section 13.2(2)(b) of NI 31-103 requires registrants to take reasonable steps to establish whether their clients are insiders of reporting issuers or any other issuers whose securities are publicly traded.

2. Because a trade in securities referred to in sections 7.1(2)(b) and 7.1(2)(c) of NI 31-103 is unlikely to give rise to insider trading concerns, the cost of requiring compliance with section 13.2(2)(b) of NI 31-103 for trades in such securities exceeds the benefit.

Application

1. The Lead Filer has applied to the Director, under section 15.1 of NI 31-103, for exemptions for itself and each registrant registered as of the date of this decision (together with the Lead Filer, the Filers or, individually, a Filer) from section 13.2(2)(b) of NI 31-103, subject to the conditions and restrictions set out in this decision.

Decision

1. The decision of the Director is that section 13.2(2)(b) of NI 31-103 does not apply to a Filer in respect of a client for which the Filer only trades securities referred to in sections 7.1(2)(b) and 7.1(2)(c) of NI 31-103.

2. The following order, made on February 26, 2010, is hereby revoked: 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.

3. This order comes into effect on November 5, 2010.

"Erez Blumberger"
Deputy Director, Registrant Regulation
Ontario Securities Commission