TMX Group Limited et al. – s. 147

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (Act) AND IN THE MATTER OF TMX GROUP LIMITED AND TMX GROUP INC. AND TSX INC. AND ALPHA TRADING SYSTEMS LIMITED PARTNERSHIP AND ALPHA EXCHANGE INC.

ORDER (Section 147 of the Act)

WHEREAS the Ontario Securities Commission ("Commission") issued an order dated April 3, 2000 (the "2000 Order"), recognizing each of TSX Group Inc., which later changed its name to TMX Group Inc. ("TMX Group"), and TSX Inc. ("TSX") as a stock exchange pursuant to section 21 of the Securities Act (Ontario) (the "Act"), which order has been amended from time to time;

AND WHEREAS the Commission issued an order dated December 8, 2011, recognizing each of Alpha Trading Systems Limited Partnership ("Alpha LP") and Alpha Exchange Inc. ("Alpha Exchange") as an exchange pursuant to section 21 of the Act (the "2011 Alpha Order"), which order has been amended from time to time;

AND WHEREAS, in connection with the take-over bid and a subsequent arrangement, the result of which would be the acquisition by TMX Group Limited, then known as the Maple Group Acquisition Corporation ("Maple"), of all of the issued and outstanding voting securities of TMX Group, the holding company parent of TSX, pursuant to section 144 of the Act, the Commission issued an order (the "Maple Order") dated July 4, 2012 revoking the 2000 Order and the 2011 Alpha Order and pursuant to section 21 of the Act recognizing each of Maple, TMX Group, TSX, Alpha LP and Alpha Exchange (collectively the "Recognized Exchanges") as an exchange;

AND WHEREAS the Recognized Exchanges have applied to the Commission for exemptive relief pursuant to section 147 of the Act from complying with the following requirements (together, the "Reporting Requirements") at:

a) subsection 2(c) of Schedule 2;

b) subsection 2(a) of Appendix A of Schedule 2;

c) subparagraph 34(b)(iii) of Schedule 5;

d) subparagraph 52(b)(iii) of Schedule 7; and

e) subsection 62(b) of Schedule 8

of the Maple Order (the "Application");

AND WHEREAS based on the Application and the representations that the Recognized Exchanges have made to the Commission, the Commission has determined that it is not prejudicial to the public interest to exempt the Recognized Exchanges from complying with the Reporting Requirements;

IT IS HEREBY ORDERED that pursuant to section 147 of the Act, the Recognized Exchanges are exempted from the Reporting Requirements.

DATED this 14^th day of November 2014.

"Edward P. Kerwin"

"Deborah Leckman"