Securities Law & Instruments

Headnote

Exemptionpursuant to section 15.1 of National Instrument 21-101 MarketplaceOperation and section 12.1 of National Instrument 23-101 TradingRules from the requirement to comply with National Instrument21-101 and National Instrument 23-101 until July 1, 2002.

INTHE MATTER OF

NATIONALINSTRUMENT 21-101 MARKETPLACE OPERATION

ANDNATIONAL INSTRUMENT 23-101 TRADING RULES

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS

AND

INTHE MATTER OF

BLOOMBERGTRADEBOOK LLC AND

BLOOMBERGTRADEBOOK CANADA COMPANY

MRRSDECISION DOCUMENT

WHEREASthe securities regulatory authority or regulator in each of theProvinces of British Columbia, Alberta, Ontario and Quebec (each,a "Decision Maker") has received an application from BloombergTradebook LLC ("Tradebook LLC") for a decision under section 15.1of National Instrument 21-101 Marketplace Operation and section12.1 of National Instrument 23-101 Trading Rules that the requirementto comply with National Instrument 21-101 Marketplace Operationand National Instrument 23-101 Trading Rules (together, the "ATSRules") does not apply to Bloomberg Tradebook LLC ("TradebookLLC") until the earlier of July 1, 2002 and the date on whichBloomberg Tradebook Canada Company ("Bloomberg Tradebook Canada")is in a position to comply with all of the requirements of theATS Rules;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System") the Ontario SecuritiesCommission is the principal regulator for this application;

ANDWHEREAS Tradebook LLC and Bloomberg Tradebook Canadahave represented to the Decision Makers that:

1.Tradebook LLC was formed under the laws of the State of Delawareon March 28, 1996 and is registered as an international dealerunder the Securities Act (Ontario) and as a securities dealerunder the Securities Act (British Columbia). Tradebook LLC's membersare Bloomberg L.P., as to a 99% membership interest, and BloombergT-Book, Inc., as to a 1% membership interest. Bloomberg L.P. isa Delaware limited partnership and Bloomberg T-Book, Inc. is aDelaware corporation.

2.Bloomberg Tradebook Canada is a Nova Scotia unlimited liabilitycompany incorporated on February 15, 2001 and is 100% owned byBloomberg Canada LLC, a Delaware limited liability company, formedon February 1, 2001. Bloomberg Canada LLC is 100% owned by BloombergL.P.

3.Tradebook LLC markets and operates the Bloomberg Tradebook System,an electronic trading system in equity and fixed income securities.Although approximately 90% of its activity is limited to order-routing,it does have an internal order-matching facility which constitutesit as an alternative trading system under the ATS Rules. TradebookLLC offers the Bloomberg Tradebook System to institutional investors,brokers and dealers located in the Provinces of Ontario, BritishColumbia, Quebec and Alberta.

4.Following the publication of the ATS Rules on August 17, 2001,Bloomberg Tradebook Canada initiated proceedings to obtain membershipin the Investment Dealers' Association of Canada (the "IDA") andregistration as an investment dealer in order to comply with therequirements of the ATS Rules. Bloomberg Tradebook Canada willassume from Tradebook LLC the responsibility for offering theBloomberg Tradebook System to Canadian brokers, dealers and institutionalinvestors as soon as it obtains such registrations and membershipand is able to comply with the other requirements of the ATS Rules.

5.Bloomberg Tradebook Canada filed its application material withthe Toronto office of the IDA in October, 2001. Bloomberg TradebookCanada continues to diligently pursue satisfaction of IDA membershiprequirements. Bloomberg Tradebook Canada has also applied forregistration as an investment dealer in the Provinces of Ontario,Quebec, British Columbia and Alberta.

6.On December 21, 2001, Bloomberg Tradebook Canada filed Form 21-101F2(Initial Operations Report) with the securities regulatory authoritiesin British Columbia, Alberta, Ontario and Quebec.

7.Tradebook LLC and Bloomberg Tradebook Canada are diligently pursuingsatisfaction of the other requirements of the ATS Rules and havehad on-going discussions with staff of the Ontario SecuritiesCommission regarding compliance and related issues under the ATSRules.

8.In connection with its international dealer registration, TradebookLLC is required to comply with certain terms and condition ofregistration, including a restriction on categories of clients.Tradebook LLC restricts its clients in British Columbia and willcontinue to restrict its clients in British Columbia to such categoriesof clients as are permitted under its international dealer registration.

9.The ATS Rules came into force on December 1, 2001. On December1, 2001, the securities regulatory authority in each of the provincesof British Columbia, Alberta, Ontario and Quebec granted TradebookLLC an exemption from the requirements of the ATS Rules untilthe earlier of April 1, 2002 and the date on which Bloomberg TradebookCanada is in a position to comply with all of the requirementsof the ATS Rules.

ANDWHEREAS pursuant to the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers are satisfied thatthe test contained in the ATS Rules that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers is that Tradebook LLCis exempt from the requirements of the ATS Rules until the earlierof July 1, 2002 and the date on which Bloomberg Tradebook Canadais in a position to comply with all of the requirements of theATS Rules.

April3, 2002.

"RandeeP. Pavalow"