Liquidnet Canada Inc. -- s. 15.1 of NI 21-101 Marketplace Operation and s.6.1 of Rule 13-502 Fees

Headnote

Section 15.1 of National Instrument 21-101 Marketplace Operation (NI 21-101) and section 6.1 of OSC Rule 13-502 Fees (13-502) -- exemption granted from the requirement in paragraph 6.4(2) of NI 21-101 to file an amendment to Form 21-101F2 45 days prior to implementation of a temporary fee change and from the requirements in Appendix C (item E(1) and item E(2)(a)) of 13-502 to pay fees related to Liquidnet Canada's exemption application.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

LIQUIDNET CANADA INC.

ORDER

(Section 15.1 of National Instrument 21-101 Marketplace Operation

(NI 21-101) and section 6.1 of Rule 13-502 Fees)

UPON the application (the "Application") of Liquidnet Canada Inc. (the "Applicant") to the Director for an order pursuant to section 15.1 of NI 21-101 exempting the Applicant from the requirement in paragraph 6.4(2) to file an amendment to the information previously provided in Form 21-101F2 (the "Form F2") regarding Exhibit G(4) (fees) 45 days before implementation of the fee change (the "45 day filing requirement");

AND UPON the Applicant filing an updated Form F2 on September 14, 2010, describing a fee change (the "Fee Promotion") to be implemented in October, 2010 and expiring on December 31, 2010;

AND UPON the application by the Applicant (the "Fee Exemption Application") to the Director for an order pursuant to section 6.1 of Rule 13-502 exempting the Applicant from the requirement to pay an activity fee of (a) up to $5,250 in connection with the Application in accordance with section 4.1 and item E(1) of Appendix C of Rule 13-502, and (b) $1,500 in connection with the Fee Exemption Application (Appendix C, item E(2)(a));

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

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

1. The Applicant is carrying on business as an alternative trading system in Ontario with its head office in New York;

2. The Applicant would like to implement the temporary fee promotion for a limited period of time;

3. The current multi-market trading environment requires frequent changes to the fees and fee model to remain competitive and it has become unduly burdensome to delay 45 days before responding to participants' needs and/or competitors' initiatives; and

4. Given that the notice period was created prior to multi-markets becoming a reality, and in light of the current competitive environment and the limited and highly technical nature of the exemption being sought, it would be unduly onerous to pay fees in these circumstances;

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

IT IS ORDERED by the Director:

(a) pursuant to section 6.1 of Rule 13-502 that the Applicant is exempted from:

(i) paying an activity fee of up to $5,250 in connection with the Application, and

(ii) paying an activity fee of $1,500 in connection with the Fee Exemption Application, and

(b) pursuant to section 15.1 of NI 21-101 that the Applicant is exempted from the 45 day filing requirement for the Fee Promotion, provided that the Applicant will provide reasonable prior notice to its participants of the implementation of the Fee Promotion.

DATED this 5^th day of October, 2010