IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, CHAPTER B.16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED AND

CDS CLEARING AND DEPOSITORY SERVICES INC.

ORDER

(Section 144 of the Act)

WHEREAS the Ontario Securities Commission (the "Commission") issued an order dated February 25, 1997, which became effective on March 1, 1997, recognizing The Canadian Depository for Securities Limited ("CDS Ltd.") as a clearing agency pursuant to subsection 21.2(1) of the Act and designating CDS Ltd. as a recognized clearing agency for the purposes of Part VI of the OBCA (the "1997 Order");

AND WHEREAS the Commission has varied the 1997 Order from time to time;

AND WHEREAS the Commission issued an order dated October 17, 2006 pursuant to section 144 of the Act and Part VI of the OBCA varying and restating the 1997 Order, as amended (the "Recognition Order") and recognizing and designating each of CDS Ltd. and CDS Clearing and Depository Services Inc. ("CDS Clearing") (CDS Ltd. and CDS Clearing referred to collectively as "CDS") as a clearing agency pursuant to subsection 21.2(1) of the Act and as a recognized clearing agency for the purposes of Part VI of the OBCA;

AND WHEREAS CDS has applied for an order pursuant to section 144 of the Act to vary certain terms and conditions of the Recognition Order in connection with certain changes to CDS's governance structure;

AND WHEREAS the Commission has received certain representations from CDS in connection with its application to vary the Recognition Order;

AND UPON the Commission being of the opinion that it is not prejudicial to the public interest to vary the Recognition Order;

IT IS ORDERED pursuant to section 144 of the Act that the Recognition Order be varied by:

1. inserting after section 2.2 the following:

2.2.1 CDS Ltd's governance structure shall provide for;

(a) at least 5 (33%) independent directors on the board of directors, and

(b) a quorum of directors shall be 60% of the number of directors; and

2. inserting after section 10.2 the following:

10.2.1 CDS Clearing's governance structure shall provide for;

(a) at least 5 (33%) independent directors on the board of directors, and

(b) a quorum of directors shall be 60% of the number of directors.

DATED August 9, 2007

"James E. A. Turner"

"Lawrence E. Ritchie"