Securities Law & Instruments


IN THE MATTER OF

THE SECURITIES ACT,
R.S.O.1990, c. S.5, AS AMENDED
(Act)

AND

IN THE MATTER OF
THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED
AND
CDS CLEARING AND DEPOSITORY SERVICES INC.

VARIATION ORDER
(Section 144 of the Act)

                WHEREAS the Ontario Securities Commission (Commission) issued an order dated July 4, 2012, as varied and restated on December 21, 2012 and as varied on December 7, 2012, May 1, 2013, June 25, 2013, June 24, 2014, January 27, 2015, and March 27, 2015, pursuant to section 21.2 of the Act continuing the recognition of The Canadian Depository for Securities Limited (CDS Ltd.) and CDS Clearing and Depository Services Inc. (CDS Clearing) (collectively, CDS) as clearing agencies (the Recognition Order);

                AND WHEREAS CDS Clearing intends to amalgamate with its wholly-owned subsidiary, CDS Securities Management Solutions, Inc. (CDS SMS) pursuant to section 184(1) of the Canada Business Corporations Act on or about January 1, 2017, and the amalgamated company will be known as CDS Clearing (the Amalgamation);

                AND WHEREAS CDS has filed an application (Application) with the Commission to vary the Recognition Order pursuant to section 144 of the Act to (i) remove term and condition #24 in the Recognition Order relating to CDS SMS and to (ii) add the current CDS SMS fee schedule into Appendix “C” to Schedule “B” of the Recognition Order; with the objective of reflecting the Amalgamation;

                AND WHEREAS CDS has represented that the Amalgamation does not result in any new, appreciable, or material risks to, and will have no impact on, CDSX, the clearing, settlement, and depository operations of CDS Clearing, or on CDS Clearing’s internal control process and environment;

                AND WHEREAS no changes have been made to the fees in the current CDS SMS fee schedule or the CDS Clearing fees in Appendix “C” to Schedule “B” of the Recognition Order in the context of this Application;

                AND WHEREAS the Commission has determined based on the Application and representations made by CDS that it is not prejudicial to the public interest to vary the Recognition Order to (i) remove term and condition #24 in the Recognition Order relating to CDS SMS and to (ii) add the current CDS SMS fee schedule into Appendix “C” to Schedule “B” of the Recognition Order; with the objective of reflecting the Amalgamation;

                IT IS HEREBY ORDERED that pursuant to section 144 of the Act:

(i)            the following term and condition #24 of Schedule B of the Recognition Order be removed:

24 FEES

24.1 CDS Clearing shall cause CDS Securities Management Solutions Inc. to provide the Commission with a schedule of fees for all the products or services offered by CDS Securities Management Solutions that is in effect within 30 days of the effective date of this order.

24.2 CDS Clearing shall cause CDS Securities Management Solutions Inc. to obtain prior Commission approval in accordance with the procedure for a material rule as set out in the rule protocol attached as Appendix “A” to this Schedule, as amended from time to time, before implementing any amendments to the fees in the schedule filed pursuant to paragraph 24.1 above and any new fees.

(ii)           the current CDS SMS fee Schedule, attached hereto as Appendix “A be added to Appendix “C” to Schedule “B” of the Recognition Order;

                DATED at Toronto this 20th day of December, 2016, effective upon the completion of the Amalgamation.

“Janet Leiper”

“Timothy Moseley”