TD Securities Inc. and 1802146 Ontario Limited -- s. 144

IN THE MATTER OF

THE SECURITIES ACT

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

("Act")

AND

IN THE MATTER OF

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED

AND

CDS CLEARING AND DEPOSITORY SERVICES INC.

AND

IN THE MATTER OF

TD SECURITIES INC.

AND

1802146 ONTARIO LIMITED

ORDER

(Section 144 of the Act)

WHEREAS the Ontario Securities Commission (Commission) issued an order dated July 4, 2012, recognizing each of The Canadian Depository for Securities Limited (CDS Ltd.) and CDS Clearing and Depository Services Inc. (CDS Clearing) as a clearing agency pursuant to section 21.2 of the Act (the Clearing Agency Recognition Order);

AND WHEREAS TMX Group Limited (formerly, Maple Group Acquisition Corporation or Maple) owns all of the issued and outstanding voting securities of CDS Ltd. and, indirectly, CDS Clearing;

AND WHEREAS on the effective date of the Clearing Agency Recognition Order, TD Securities Inc. (TDSI) was a beneficial owner of issued and outstanding voting securities of TMX Group Limited;

AND WHEREAS TDSI is included in the definition of "original Maple shareholder" in Part I of Schedule "B" to the Clearing Agency Recognition Order;

AND WHEREAS TDSI wishes to transfer its holding of the issued and outstanding voting securities of TMX Group Limited to 1802146 Ontario Limited, an affiliate of TDSI;

AND WHEREAS TDSI has applied to the Commission (the Application) for an order amending the Clearing Agency Recognition Order to include 1802146 Ontario Limited in the definition of "original Maple shareholder" in the Clearing Agency Recognition Order;

AND WHEREAS 1802146 Ontario Limited agrees to be bound by the applicable terms and conditions of the Clearing Agency Recognition Order and TDSI agrees to continue to be bound by the applicable terms and conditions of the Clearing Agency Recognition Order;

AND WHEREAS based on the Application and the representations that TDSI has made to the Commission, the Commission has determined that it is not prejudicial to the public interest to amend the Clearing Agency Recognition Order;

IT IS HEREBY ORDERED that:

(a) pursuant to section 144 of the Act, the definition of "original Maple shareholder" in Part I of Schedule "B" to the Clearing Agency Recognition Order is deleted and replaced with the following:

"original Maple shareholder" means each of the AIMCo, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), The Manufacturers Life Insurance Company, National Bank Financial & Co. Inc., National Bank Financial Inc., Ontario Teachers' Pension Plan Board, Scotia Capital Inc., TD Securities Inc. and 1802146 Ontario Limited;

DATED this 7^th day of December, 2012.