CanDeal.ca Inc. - MRRS Decision

Headnote

Exemption pursuant to section8.2 of National Instrument 21-101 Marketplace Operation to providerelief from the transparency requirements until the earlierof December 31, 2003 or the date upon which the total tradingvolume on CanDeal.ca Inc. in any category of fixed-income securitiesin at least three of the preceding four calendar quarters exceedsfive percent (5%) of the total aggregate trading in such securitiesby all ATSs, inter-dealer bond brokers and dealers for suchcalendar quarter. During this exemption period, if CanDeal.caInc. sells or otherwise provides post-trade information to anyinformation vendor, then CanDeal.ca Inc. has to provide thatinformation to CanPX.

IN THE MATTER OF

NATIONAL INSTRUMENT 21-101MARKETPLACE OPERATION

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CANDEAL.CA INC.

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Québec, Nova Scotia, Newfoundland and Labrador,New Brunswick, Prince Edward Island, Yukon Territory, NorthwestTerritories and Nunavut (the "Jurisdictions") hasreceived an application from CanDeal.ca Inc. ("CanDeal")for a decision pursuant to National Instrument 21-101 MarketplaceOperation ("NI-21-101") that CanDeal be granted anexemption from the post-trade information requirements containedin section 8.2 of NI 21-101;

AND WHEREAS pursuantto the Mutual Reliance Review System for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this application;

AND WHEREAS terms inthis decision document that are defined in NI 21-101 are soidentified as therein defined;

AND WHEREAS CanDeal hasrepresented to the Decision Makers that:

1. CanDeal is an alternativetrading system that will facilitate institutional tradingbetween institutional customers ("Customers") andinvestment dealers, which investment dealers currently provideliquidity in the market for fixed income securities, includinggovernment debt securities and corporate debt securities;

2. CanDeal has applied tobecome a member of the Investment Dealers Association of Canadaand has been registered or applied to be registered as aninvestment dealer, or its equivalent category, in each ofthe Jurisdictions;

3. CanDeal will, among otherthings (i) provide a real-time feed of best indicative pricesfor fixed income securities traded over CanDeal, (ii) provideCustomers with access to quotes from multiple participatinginvestment dealers through a single platform and (iii) enabletrades to be executed electronically between such dealersand their customers;

4. CanDeal intends to providefacilities for trading various categories (each, a "Category")of debt securities including:

(i) Canadian governmentdebt securities - 0-3 years,

(ii) Canadian governmentdebt securities - 3-10 years,

(iii) Canadian governmentdebt securities - 10 years and over,

(iv) provincial governmentdebt securities - 0-10 years,

(v) provincial governmentdebt securities - 10 years and over,

(vi) corporate debt securities- 0-10 years, and

(vii) corporate debt securities- 10 years and over;

AND WHEREAS under theSystem, this Decision Document evidences the decision of eachDecision Maker;

AND WHEREAS each DecisionMaker is satisfied that the test contained in NI 21-101 thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

IT IS HEREBY DECIDEDby the Decision Makers that CanDeal shall be exempt from section8.2 of NI 21-101 in respect of each Category until the earlierof:

(a) December 31, 2003; and

(b) the date when the totaltrading volume on CanDeal in any Category in at least threeof the preceding four calendar quarters exceeds 5% of thetotal aggregate trading in such securities by all ATSs,inter-dealer bond brokers and dealers for such calendarquarter;

AND IT IS FURTHER DECIDEDthat if CanDeal sells or otherwise provides post-trade informationto any information vendor, the exemption from section 8.2 ofNI 21-101 provided above shall not be available unless CanDealthereupon on a timely basis provides such post-trade informationto CanPX to the extent such post-trade information would havehad to be so provided if section 8.2 of NI 21-101 applied.

July 12, 2002

"Randee B. Pavalow"