Securities Law & Instruments

Headnote

Exemptionpursuant to section 15.1 of National Instrument 21-201 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 May 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

INSTINET CORPORATION

AND

INTHE MATTER OF

INSTINET CANADA LIMITED

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces British Columbia, Alberta, Manitoba,Ontario and Québec (the "Jurisdictions") has received anapplication from Instinet Corporation ("Instinet US") and InstinetCanada Limited ("ICL") for decisions under section 15.1 of NationalInstrument 21-101 Marketplace Operation ("NI 21-101") and section12.1 of National Instrument 23-101 Trading Rules ("NI 23-101"together with NI 21-101, the "ATS Rules") that the requirementto comply with the ATS Rules will not apply to Instinet US untilMay 1, 2002, and Part 8 of NI 23-101 will not apply to ICL solong as ICL remains a participating organization of The TorontoStock Exchange ("TSE");

ANDWHEREAS pursuant to the Mutual Reliance Review System(the "System"), the Ontario Securities Commission is the principalregulator for this application;

ANDWHEREAS Instinet US and ICL have represented to the DecisionMakers that:

1.Instinet US is registered in Ontario as an international dealerand in British Columbia as a securities dealer;

2.ICL is a participating organization of The Toronto Stock Exchange("TSE") and a member of the Investment Dealers Association ofCanada ("IDA");

3.Instinet US is a corporation organized under the laws of Delaware,United States;

4.Instinet US and ICL operate an alternative trading system (the"Instinet ATS") to facilitate trading of equity securities betweeninstitutional investors and investment dealers in the Jurisdictions;

5.prior to the introduction of the ATS Rules, Instinet US and ICLoperate the Instinet ATS in the Jurisdictions either in relianceon registrations in the case of Ontario and British Columbia orin reliance on available registration exemptions in the otherJurisdictions;

6.Instinet US and ICL have agreed to a realignment (the "InstinetRealignment") of their business so that ICL becomes the operatorin Canada of the Instinet ATS system and will need to take certainsteps to effect the Instinet Realignment;

7.Instinet US needs a period of relief from the requirements ofthe ATS Rules to continue to operate the Instinet ATS pendingthe implementation of the Instinet Realignment;

8.ICL has applied to the Pacific, Quebec District and Prairie DistrictCouncils of the IDA to become a member thereof and has applied,or will apply, to be registered as an investment dealer in eachof the Jurisdictions;

9.in British Columbia, Instinet US restricts its clients to suchcategories of clients as are permitted under its internationaldealer registration in Ontario;

10.during any period of relief from the the ATS Rules Instinet USwill continue to operate the Instinet ATS in the Jurisdictionseither subject to the terms and conditions of its registrationin those Jurisdictions where it is registered or in reliance onavailable registration exemptions in those Jurisdictions whereit is not registered;

11.upon implementation of the Instinet Realignment, ICL will be subjectto the requirements of the TSE and Instinet US will cease to operatethe Instinet ATS in the Jurisdictions; and

12.as a member of the TSE, ICL is exempt from the requirements ofNI 21-101 but it is not exempt from Part 8 of NI 23-101;

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

ANDWHEREAS each of the Decision Makers is 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 under the Legislationis that Instinet US shall be exempt from the requirements of theATS Rules until May 1, 2002;

ANDTHE DECISION OF THE Decision Makers is that ICL shallbe exempt from the requirements of Part 8 of NI 23-101 for solong as ICL remains a participating organization of the TSE.

April19, 2002.

"DavidM. Gilkes"