Chi-X Canada ATS -- s. 15.1 of NI 21-101 Marketplace Operation and s. 6.1 of OSC Rule 13-502 Fees

Headnote

Section15.1of National Instrument 21-101 Marketplace Operation (21-101) -- exemption granted from the requirement in subsection 6.4(2) of 21-101 to file an amendment to Form 21-101F2 45 days prior to the implementation of changes made to Form 21-101F2 regarding Exhibit G (Fees).

Applicable Legislative Provision

Securities Act, R.S.O. 1990, c. S.5, as am.

National Instrument 21-101 Marketplace Operation, s. 15.1.

OSC Rule 13-502 Fees, s. 6.1.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

CHI-X CANADA ATS

ORDER

(Section 15.1 of National Instrument 21-101 Marketplace Operation

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

UPON the application (the "Application") of Chi-X Canada ATS Limited (the "Applicant") to the Director for an exemption pursuant to section 15.1 of NI 21-101 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 changes (the "45 day filing requirement");

AND UPON the Applicant having filed an updated Form F2 on April 18, 2012, describing a fee change to be implemented on or about June 1, 2012 (the "Fee Change");

AND UPON the application by the Applicant (the "Fee Exemption Application") to the Director for an exemption from the requirement to pay an activity fee of (a) $5,000 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 Toronto;

2. The Applicant has consulted with industry participants prior to arriving at the new fee model and plans to provide notice to the industry prior to implementation of the resulting fee schedule changes;

3. The Fee Change that is being introduced is the first of its kind in Canada and is intended to gain a competitive advantage that may be lost should the 45 day filing requirement be applied; 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 15.1 of NI 21-101 that the Applicant is exempted from the 45 day filing period for the Fee Change, and

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

(i) paying an activity fee of $5,000 in connection with the Application, and

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

PROVIDED THAT the Fee Change will be in place only until June 1, 2013.

DATED this 25^th day of May, 2012