Securities Law & Instruments

Headnote

Section 8.1 of OSC Rule 13-502 Fees (13-502) -- exemption granted from the requirement to pay fees related to an application for exemption from the requirement of section 12.2 of National Instrument 21-101 Marketplace Operation to engage a qualified party to conduct

Applicable Legislative Provisions

OSC Rule 13-502, s. 8.1 and Item O(1) of Appendix C.

IN THE MATTER OF THE SECURITIES LEGISLATION OF THE PROVINCE OF ONTARIO AND IN THE MATTER OF PERIMETER MARKETS INC. (the Applicant)

ORDER (Section 6.1 of Rule 13-502 Fees)

UPON the application by the Applicant (the "Fee Exemption Application") to the Director for an order pursuant to section 8.1 of Rule 13-502 Fees (Rule 13-502) exempting the Applicant from the requirement to pay an activity fee of $4,800 in connection with an application for an order pursuant to section 15.1 of National Instrument 21-101 Marketplace Operation ("NI 21-101") exempting the Applicant from the requirement in section 12.2 of NI 21-101 that the Applicant annually engage a qualified party to conduct an independent systems review (ISR) and prepare a report in accordance with established audit standards for each year from 2015 to 2017 inclusive (the "ISR Application");

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

AND UPON the Applicant having represented to the Director as follows:

1. Perimeter Markets Inc. ("Perimeter") is a corporation established under the laws of the Province of Ontario and its principal business is to operate an alternative trading system ("ATS") as defined in NI 21-101;

2. The head office of Perimeter is located in Toronto, Ontario;

3. Perimeter is a member of the Investment Industry Regulatory Organization of Canada, the Canadian Investor Protection Fund and the Bourse de Montréal and is registered in all provinces as a dealer in the category of investment dealer, as a derivative dealer in Québec and as a futures commission merchant in Ontario and Manitoba;

4. The Perimeter System is an ATS exclusively for trading over-the-counter fixed income securities;

5. Perimeter is a small marketplace and the $4,800 fee associated with the ISR Application will be unduly burdensome and will put a significant strain on Perimeter's ongoing development;

6. The Perimeter system is unique in Canada and its business model supports the goals of both the regulators and the general public through its operation of third party, open and fair fixed income marketplaces. The regulatory financial burden should not be a key barrier to the development, delivery and ongoing viability of beneficial existing or future fixed income marketplaces in Canada.

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

IT IS ORDERED by the Director, pursuant to section 6.1 of Rule 13-502 that the Applicant is exempted from paying an activity fee of $4,800 in connection with the Application.

DATED this 7th day of January, 2016

"Tracey Stern"
Manager
Ontario Securities Commission