Amendments to the Rules of the Toronto Stock Exchange - Alternative Trade eXecution (ATX) - TSX Inc.

<<PART 1 - INTERPRETATION>>

1-101 Definitions (Amended)

(1)

In all Exchange Requirements, unless the subject matter or context otherwise requires:

"Alternative Trade eXecution (ATX)" is a subscription-based facility of the Exchange to match Intents against Exchange destined order flow as well as other Intents. All matches in ATX are sent to the Exchange for trade execution.

Added (•, 2006<<2007>>)

"ATX Subscriber" means a Participating Organization that has subscribed to use ATX.

Added (•, 2006<<2007>>)

"<<Canadian>> Best Bid" means the highest price of committed orders on the Exchange (or another<<any>> marketplace as determined by the Exchange)<<displayed in a consolidated market display>> to buy a particular security, where each order is at least one board lot<<, but does not include the price of any basis order, call market order, closing price order, market-on-close order, opening order, special terms order or volume-weighted average price order.>>

Added (•, 2006<<2007>>)

"<<Canadian >>Best Bid Offer (BBO<<CBBO>>)" means the <<Canadian>> Best Bid and <<Canadian >>Best Offer.

Added (•, 2006<<2007>>)

"<<Canadian >>Best Offer" or "<<Canadian >>Best Ask" means the lowest price of committed orders on the Exchange (or another<<any>> marketplace as determined by the Exchange)<<displayed in a consolidated market display >>to sell a particular security, where each order is at least one board lot<<, but does not include the price of any basis order, call market order, closing price order, market-on-close order, opening order, special terms order or volume-weighted average price order.>>

Added (•, 2006<<2007>>)

"Central Intent Book (or CIB)" means a blind electronic book that holds all Intents entered by ATX Subscribers.

Added (•, 2006<<2007>>)

"Intent" means a <<firm indication by a person, acting as principal or agent, of a >>willingness of a person to buy or sell a security provided that certain specified conditions are satisfied, such as a quote spread and bid offer quote volume.

Added (•, 2006<<2007>>)

"Minimum Quote Spread" is a spread value that is entered on an Intent by an ATX Subscriber that specifies a minimum quote spread that must be satisfied in order for an Intent to be eligible to match in ATX.

Added (•, 2006<<2007>>)

"Minimum Quote Volume" is a volume that is entered on an Intent by an ATX Subscriber that specifies a minimum quote volume that must be satisfied in order for an Intent to be eligible to match in ATX.

Added (•, 2006<<2007>>)

"Priority Allocation Group (PAG)" is a feature in ATX that allows an ATX Subscriber to define its in-house priority allocation for purposes of matching orders and Intents.

Added (•, 2006<<2007>>)

<<PART 4 -- TRADING OF LISTED SECURITIES>>

DIVISION 1 - MARKET FOR LISTED SECURITIES

4-108 ATX Facility

(1)

Intent Entry

Intents may be entered, by an ATX Subscriber, into the CIB at any time on a Trading Day. Intents entered in the CIB will not interact with the Book.

(2)

Intent Size Increment

The ATX facility operates in a minimum size increment of one security for each Intent.

(3)

Order Entry

Orders from an ATX Subscriber may be routed to ATX at any time on a Trading Day. Orders that an ATX Subscriber routes to ATX will not be held in the CIB but will match with Intents held in the CIB in accordance this Rule 4-108.

(4)

Eligible Orders

Orders which are at least one security in volume are eligible for matching in ATX.

(5)

Matching of Intents and Orders

(a)

All Intents entered by an ATX Subscriber must have a Minimum Quote Spread and a Minimum Quote Volume specified. Both of these conditions must be satisfied in order for an Intent to be eligible to match in ATX. A Minimum Quote Spread is satisfied, if, at the time of the match, the spread value of the BBO<<CBBO>> is greater than or equal to the Intent's Minimum Quote Spread. A Minimum Quote Volume is satisfied if, at the time of the match, the aggregate volume of the BBO<<CBBO>>, on the same side as the Intent, is greater than or equal to the Intent's Minimum Quote Volume.

(b)

Orders will be immediately matched with Intents in the CIB that are on the contra side of the order, subject to Rule 4-108(5)(a). A buy order will be matched with a sell Intent at the <<Canadian >>Best Offer, at such time, plus price improvement as determined by the Exchange, from time to time, with such price improvement being provided to the order<< by the Exchange>>. A sell order will be matched with a buy Intent at the <<Canadian >>Best Bid, at such time, plus price improvement as determined by the Exchange, from time to time, with such price improvement being provided to the order<< by the Exchange>>.

(c)

Subject to Rule 4-108(5)(a), active Intents will be immediately matched with other Intents in the CIB that are on the contra side of the active Intent. An active buy Intent will be matched with a sell Intent at the <<Canadian>> Best Offer, at such time, plus price improvement as determined by the Exchange, from time to time, with such price improvement being provided to the active buy Intent<< by the Exchange>>. An active sell Intent will be matched with a buy Intent at the <<Canadian >>Best Bid, at such time, plus price improvement, as determined by the Exchange from time to time, with such price improvement being provided to the active sell Intent<< by the Exchange>>.

(d)

All matching in ATX will occur during the Regular Session but will not occur if the security is halted or delayed by the Exchange or RS.

(e)

Matches will not execute if at the time the match is reported to the Exchange it is outside the posted BBO quote. <<bid price and ask price quoted on the Exchange. Notwithstanding Rules 4-801 and 4-802, matches will execute if at the time the match is reported to the Exchange it is at the bid price or ask price quoted on the Exchange.>>

(6)

Priority of Matches

Notwithstanding Rules 4-801 and 4-802 and subject to Rule 4-108(5)(a), orders shall match with Intents in the CIB,<< and>> active Intents shall match with other Intents in the CIB:

(a)

Orders shall match with Intents in the CIB in the following manner and sequence:

(i)

orders with Intents from the same ATX Subscriber according to such ATX Subscriber's PAG assignment. Intents with the same PAG assignment are matched with orders in time priority; then

(ii)

orders with Intents that meet a minimum volume requirement, as determined by the Exchange from time to time. Where multiple Intents meet the minimum volume requirement, these Intents shall be matched in time priority, without regard to the size of the Intents; then

(iii)

orders with all other Intents in time priority; then

(iv)

any residual volume of the order is sent immediately to the Book.

(b)

Active Intents shall match against Intents in the CIB in the following manner and sequence:

(i)

Intents with other Intents from the same ATX Subscriber according to such ATX Subscriber's PAG assignment. Intents with the same PAG assignment are matched with other Intents in time priority; then

(ii)

Intents with other Intents that meet a minimum volume requirement, as determined by the Exchange from time to time. Where multiple Intents meet the minimum volume requirement, these Intents shall be matched in time priority, without regard to the size of the Intent; then

(iii)

Intents with all other Intents in time priority.

(7)

Unmatched Intents

An unmatched Intent will remain in the CIB until such Intent:

(a)

is matched with an order or an active Intent;

(b)

is cancelled by the ATX Subscriber; or

(c)

expires based on the duration of the Intent.

(8)

Application of Exchange Requirements

Except as otherwise provided in this Rule, all Exchange Requirements shall apply to the entry and execution of Intents and orders. For greater certainty, for purposes of Rule 2-501, Rule 2-502, Rule 2-503 and their related policies, reference to the term orders shall include both orders and Intents entered in the ATX facility, and reference to the term Book in Policy 2-502(2)(e) shall include CIB.

Added (•, 2006<<2007>>)