Securities Law & Instruments

Headnote

Exemption for ITG US pursuant to section 15.1of National Instrument 21-201 Marketplace Operation and section12.1 of National Instrument 23-101 Trading Rules from the requirementto comply with National Instrument 21-101 and National Instrument23-101 until May 1, 2002. Part 8 of NI 23-101 will not applyto ITG Canada so long as ITG Canada remains a participatingorganization of the Toronto Stock Exchange.

IN THE MATTER OF
NATIONAL INSTRUMENT 21-101
MARKETPLACE OPERATION
AND
NATIONAL INSTRUMENT 23-101
TRADING RULES

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW
SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
ITG INC. AND ITG CANADA CORP.

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authorityor regulator in each of the provinces of British Columbia, Alberta,Saskatchewan, Manitoba, Ontario, Québec, New Brunswick,Nova Scotia and Newfoundland (each, a "Decision Maker")has received an application from ITG Inc. ("ITG US")and ITG Canada Corp. ("ITG Canada") for decisionsunder section 15.1 of National Instrument 21-101 MarketplaceOperation ("NI 21-101") and section 12.1 of NationalInstrument 23-101 Trading Rules ("NI 23-101" and,with NI 21-101, the "ATS Rules") that the requirementto comply with the ATS Rules will not apply to ITG US untilMay 1, 2002, and Part 8 of NI 23-101 will not apply to ITG Canadaso long as ITG Canada remains a participating organization ofThe Toronto Stock Exchange ("TSE").

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS ITG US and ITG Canada haverepresented to the Decision Makers as follows.

1. ITG US is a corporation organized under thelaws of Delaware, United States.

2. ITG Canada is a corporation organized underthe laws of Nova Scotia.

3. ITG US is registered in Ontario as an internationaldealer.

4. ITG Canada is registered as an investmentdealer in Ontario or its equivalent in British Columbia, Alberta,Saskatchewan, Manitoba and Ontario.

5. ITG Canada is a participating organizationof the TSE and is a member of the Investment Dealers Associationof Canada.

6. ITG US operates alternative trading systems("ATSs") to facilitate trading of equity securitiesbetween institutional investors and investment dealers in Ontarioin reliance on its international dealer registration.

7. Other affiliates of ITG Canada operate ATSsbut not in Canada (the ATSs operated by all affiliates of ITGCanada, including ITG US are referred to individually as an"ITG ATS" and collectively as "ITG ATSs").

8. ITG US does not provide access to ITG ATSsin provinces other than Ontario.

9. ITG US and ITG Canada have agreed to a realignment(the "ITG Realignment") of their business so thatITG Canada becomes the sole party furnishing Canadian investorswith access to ITG ATSs and will need to take certain stepsto effect the ITG Realignment.

10. As a part of the ITG Realignment, ITG USwill continue to maintain its non-ATS business in Ontario inreliance on the international dealer registration and in otherjurisdictions in reliance on available registration exemptions.

11. ITG US needs a period of relief from therequirements of the ATS Rules to operate the ITG ATS pendingthe implementation of the ITG Realignment.

12. As a member of the TSE, ITG Canada is exemptfrom the requirements of NI 21-101 but it is not exempt fromPart 8 of NI 23-101.

13. Following the completion of the Realignment,ITG US will cease to carry on business of an ATS in Ontario.

AND WHEREAS under the System, this DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the ATS Rules that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Ontario DecisionMaker is that ITG US shall be exempt from the requirements ofthe ATS Rules until May 1, 2002;

AND THE DECISIONS of the Decision Makersare that ITG Canada shall be exempt from the requirements ofPart 8 of NI 23-101 for so long as ITG Canada remains a participatingorganization of the TSE.

April 30, 2002.

"Randee B. Pavalow"