Liquidnet Canada Inc. -- s. 15.1 of NI 21-101 Marketplace Operation and s. 6.1 of OSC Rule 13-502 Fees

Headnote

Section 15.1 of National Instrument 21-101 Marketplace Operation (21-101) and section 6.1 of OSC Rule 13-502 Fees (13-502) -- exemption granted from the requirement in paragraph 6.4(2) of 21-101 to file an amendment to Form 21-101F2 45 days prior to implementation of temporary fee changes and subsequent implementation of identical temporary fee changes from the requirements in Appendix C (item E(1) and item E(2)(a)) of 13-502 to pay fees related to Liquidnet Canada's exemption application.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

LIQUIDNET CANADA INC.

ORDER

(Section 15.1 of National Instrument 21-101 Marketplace Operation

(NI 21-101) and section 6.1 of Rule 13-502 Fees)

UPON the application (the Application) of Liquidnet Canada Inc. (Applicant) to the Director for an order pursuant to section 15.1 of NI 21-101 exempting the Applicant from the requirement in paragraph 6.4(2) to file an amendment to the information previously provided in Form 21-101F2 (Form F2) regarding Exhibit G(4) (fees) 45 days before implementation of the fee changes (45 day filing requirement);

AND UPON the Applicant filing an updated Form F2 on July 28, 2010, describing: (1) fee changes to be implemented September 1, 2010 for a limited period of time (Initial temporary fee promotions) and (2) the subsequent implementation of these identical fee changes from time to time (Subsequent temporary fee promotions);

AND UPON the application by the Applicant (Fee Exemption Application) to the Director for an order pursuant to section 6.1 of Rule 13-502 exempting the Applicant from the requirement to pay an activity fee of (a) up to $5,000 in connection with the Application in accordance with section 4.1 and item E(1) of Appendix C of Rule 13-502, and (b) $1,500 in connection with the Fee Exemption Application (Appendix C, item E(2)(a));

AND UPON considering the Application and the Fee Exemption Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Director as follows:

1. The Applicant is carrying on business as an alternative trading system in Ontario with its head office in New York;

2. The Applicant would like to implement the Initial temporary fee promotions for a limited period of time;

3. Upon the expiry of the Initial temporary fee promotions, the Applicant would also like to implement the Subsequent temporary fee promotions for a limited period of time from time to time without filing an amended Form F2 with the Commission. The Subsequent temporary fee promotions would be identical to the Initial temporary fee promotions;

4. The current multi-market trading environment requires frequent changes to the fees and fee model to remain competitive and it has become unduly burdensome to delay 45 days before responding to participants' needs and/or competitors' initiatives; and

5. Given that the notice period was created prior to multi-markets becoming a reality, and in light of the current competitive environment and the limited and highly technical nature of the exemption being sought, it would be unduly onerous to pay fees in these circumstances;

AND UPON the Director being satisfied to do so would not be prejudicial to the public interest;

IT IS ORDERED by the Director:

(a) pursuant to section 6.1 of Rule 13-502 that the Applicant is exempted from:

(i) paying an activity fee of up to $5,000 in connection with the Application, and

(ii) paying an activity fee of $1,500 in connection with the Fee Exemption Application,

(b) pursuant to section 15.1 of NI 21-101 that the Applicant is exempted from the 45 day filing requirement for the Initial temporary fee promotions, provided that the Applicant will provide reasonable prior notice to its participants of the implementation of the Initial temporary fee promotions, and

(c) pursuant to section 15.1 of NI 21-101 that the Applicant is exempted from the 45 day filing requirement for the Subsequent temporary fee promotions, provided that: (i) the Applicant will provide reasonable prior notice to its participants of the implementation of the Subsequent temporary fee promotions and (ii) the Applicant will provide eight business days prior written notice to the Director of the implementation date and the duration of each of the Subsequent temporary fee promotions.

DATED this 18^th day of August, 2010