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

Headnote

Section 15.1 of National Instrument 21-101 Marketplace Operation (21-101) and section 6.1 of OSC Rule 13-502 Fees (13-502) -- exemption granted from the requirement in paragraph 3.2(1)(b) of 21-101 to file an amendment to Form 21-101F1 (Form F1) 45 days prior to implementation of a 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 TSX Inc. exemption application provided that the fee change has been filed at least 7 business days before implementation.

Applicable Legislative Provision

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

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

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

TSX INC.

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 TSX 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 subsection 3.2(1)(b) to file an amendment to the information previously provided in Form 21-101F1 (the "Form") regarding Exhibit N (fees) 45 days before implementation of the fee changes (the "45 day filing requirement");

AND UPON the Applicant having filed an updated Form on June 20, 2012, describing a fee change to be effective as of July 1, 2012 (the "Fee Change");

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) $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 operates the Toronto Stock Exchange and is a recognized exchange in Ontario with its head office in Toronto;

2. The Applicant would like to implement the Fee Change on July 1, 2012;

3. The pending amendments to NI 21-101, which will be effective as of July 1, 2012, will among other things, reduce the timeframe with respect to the filing of a change in fees from the current 45 day requirement to seven business days; given that such amendments will be in effect shortly, the Applicant would like to avail itself of such amendments with respect to the Fee Change;

4. The Fee Change is not complex, nor should it raise any regulatory concerns, and therefore can be reviewed within the seven business day timeframe; and

5. In light of the pending amendments to NI 21-101, the payment of the fee associated with this application would be unduly onerous.

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.

DATED this 29^th day of June, 2012