Securities Law & Instruments

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 July 4, 2012 recognizing each of Maple Group Acquisition Corporation, now TMX Group Limited, TMX Group Inc., TSX Inc., Alpha Trading Systems Limited Partnership and Alpha Exchange Inc. (collectively, the "Recognized Exchanges") as an exchange pursuant to section 21 of the Act ("Exchange Recognition Order");

AND WHEREAS the Recognized Exchanges have applied to the Commission under section 147 of the Act for an order exempting the Recognized Exchanges from the following requirements of the Exchange Recognition Order:

1. The requirement at subsection 7(a) of Schedule 2 that, within three years of the effective date of the Exchange Recognition Order, the Recognized Exchanges engage an independent consultant, or independent consultants, acceptable to the Commission to prepare a written report assessing the governance structure of TMX Group Limited, TMX Group Inc., and TSX Inc.; and

2. The requirement at subsection 8(g) of Schedule 2 that, within three years of the effective date of the Exchange Recognition Order and every three years subsequent to that date, the Recognized Exchanges conduct a review of the fees and fee models of the Recognized Exchanges and all regulated marketplaces owned or operated by TMX Group Limited or affiliated entities of TMX Group Limited that are related to trading, clearing, settlement, depository, data and any other services specified by the Commission (together, the "Review Requirements");

AND WHEREAS based on the Application and the representations that the Recognized Exchanges have made to the Commission and the regular and continuous oversight of the Recognized Exchanges carried out by the Commission, the Commission has determined that it is not prejudicial to the public interest to exempt the Recognized Exchanges from complying with the Review Requirements;

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

DATED this 24th day of April, 2015.

"Edward P. Kerwin"
 
"Deborah Leckman"