IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
HERITAGE EDUCATION FUNDS INC.
WHEREAS on August 13, 2012, the Ontario Securities Commission (the "Commission") ordered pursuant to subsections 127(1) and (5) of the Securities Act, R.S.O. 1990, c. S.5 as amended (the "Act"), with the consent of Heritage Education Funds Inc. ("HEFI"), that the terms and conditions set out in Schedule "A" to the Commission order (the "Terms and Conditions") be imposed on HEFI (the "Temporary Order");
AND WHEREAS on August 21, 2012, the Commission extended the Temporary Order until November 23, 2012;
AND WHEREAS the Terms and Conditions required HEFI to retain a consultant (the "Consultant") to prepare and assist HEFI in implementing plans to strengthen their compliance systems, and to retain a monitor (the "Monitor") to review applications of New Clients and contact New Clients as defined and set out in the Terms and Conditions;
AND WHEREAS HEFI retained Deloitte & Touche LLP ("Deloitte") as its Monitor and its Consultant;
AND WHEREAS by Order dated October 10, 2012, the Commission clarified certain matters with respect to the Temporary Order;
AND WHEREAS by Order dated November 22, 2012, the Commission ordered that the Temporary Order be extended to December 21, 2012 and that the hearing be adjourned to December 20, 2012;
AND WHEREAS by Order dated December 20, 2012, the Commission amended certain of the Terms and Conditions and extended the Temporary Order to March 22, 2013;
AND WHEREAS on March 22, 2013, the Commission ordered that the Temporary Order be extended to April 19, 2013;
AND WHEREAS on April 8, 2013, HEFI filed a motion with the Commission to vary the terms of the Temporary Order by, among other matters, suspending the on-going monitoring by the Monitor of HEFI's compliance with the Terms and Conditions (the "Motion");
AND WHEREAS Staff opposed the Motion;
AND WHEREAS the parties filed affidavits and other materials in connection with the hearing of the Motion and the Commission heard oral submissions on April 18, 2013;
AND WHEREAS the Commission has considered the submissions of the parties and has concluded that, given the current status of the monitoring by the Monitor under the Temporary Order and the on-going efforts to settle the compliance plan required under the terms of the Temporary Order, it is not desirable at this time to amend the Terms and Conditions;
AND WHEREAS the Commission considers that it is in the public interest to make this Order;
IT IS HEREBY ORDERED pursuant to section 127 of the Act that:
1. The Motion is dismissed;
2. The Temporary Order is extended to May 31, 2013, or until such further order of the Commission;
3. The hearing is adjourned to May 27, 2013 at 11:00 a.m. for the purpose of providing the Commission with an update on the work completed by the Monitor and the Consultant; and
4. The Monitor, Staff and HEFI may seek further direction from the Commission with respect to the interpretation and application of the Temporary Order if such direction becomes necessary or desirable.
DATED at Toronto this 18th day of April, 2013.