Lime Brokerage LLC - s. 6.1 of Rule 91-502

Headnote

Application to the Director for an exemption, pursuant to section 6.1 of Rule 91-502 -- Trades in Recognized Options (Rule 91-502), exempting the Applicant and its salespersons, directors, officers and employees (the Representatives) from the proficiency requirement in section 3.1 of Rule 91-502, which requires that no person shall trade in, or give advice in respect of, a recognized option unless he or she has successfully completed the Canadian Options Course. The exemption is in connection with the Applicant's proposed registration as a dealer in the category of limited market dealer and is subject to the condition that the Applicant and the Representatives maintain their respective registrations which permit them to trade options in the United States.

Applicable Statutes

Ontario Securities Commission Rule 91-502 -- Trades in Recognized Options, ss. 3.1, 6.1.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the ACT)

AND

IN THE MATTER OF

LIME BROKERAGE LLC

EXEMPTION

(Section 6.1 of Rule 91-502)

UPON the application (the Application) of Lime Brokerage LLC (the Applicant) to the Director (the Director) for an exemption pursuant to section 6.1 of OSC Rule 91-502 -- Trades in Recognized Options (Rule 91-502) exempting the Applicant and its salespersons, directors, officers and employees (the Representatives) from the proficiency requirement in section 3.1 of Rule 91-502, in connection with the Applicant's proposed registration as a dealer in the category of limited market dealer;

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

AND UPON the Applicant having represented to the Director that:

1. The Applicant is a limited liability company formed under the laws of the State of Delaware of the United States of America. The head office of the Applicant is located in New York, New York.

2. The Applicant is registered as a broker-dealer with the U.S. Securities and Exchange Commission (the SEC) and is a member of the U.S. National Association of Securities Dealers (the NASD) and of the U.S. National Futures Association.

3. The Applicant's registrations with the SEC and NASD include authorization to trade in equity options in the United States.

4. The Applicant provides order routing and execution for its clients in respect of securities traded on exchanges and other marketplaces. The Applicant is proposing to expand its business by providing order routing and execution services, including routing and execution of orders for trades in securities, including options, to institutional investors in Ontario. The Applicant will not take custody of any client assets.

5. The Applicant is not presently registered in any capacity under the Act.

6. The Applicant intends to apply to the Commission for registration under the Act as a dealer in the category of limited market dealer.

7. Section 3.1 of Rule 91-502 requires any person who trades in respect of a recognized option to have successfully completed the Canadian Options Course (the Proficiency Requirement).

8. All Representatives who trade options in the United States have passed the options proficiency examination administered by the NASD.

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

IT IS THE DECISION of the Director, pursuant to section 6.1 of Rule 91-502, that the Applicant and its Representatives be exempt from the Proficiency Requirement, provided that the Applicant and its Representatives maintain their respective registrations with the SEC and NASD which permit the Applicant and its Representatives to trade options in the United States.

May 16, 2006

"David M. Gilkes"