Nasdaq CXC Limited and Ensoleillement Inc. – ss. 21, 144

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (Act) AND IN THE MATTER OF NASDAQ CXC LIMITED AND ENSOLEILLEMENT INC.

ORDER (Sections 21 and 144 of the Act)

WHEREAS the Ontario Securities Commission (Commission) issued an order dated December 21, 2017, which was varied and restated on April 20, 2018, February 8, 2019 and August 31, 2020, recognizing Ensoleillement Inc. (CXCH) and Nasdaq CXC Limited (Nasdaq Canada) as exchanges pursuant to section 21 of the Act (Recognition Order);

AND WHEREAS the Recognition Order reflects certain operational arrangements (NFI Access Arrangements) between Nasdaq Canada and its U.S. affiliate Execution Access, LLC whereby Nasdaq Canada provides Canadian permitted clients access to the Nasdaq Fixed Income trading system (NFI) operated by Execution Access, LLC for purposes of trading non-Canadian fixed income securities;

AND WHEREAS Nasdaq, Inc., the ultimate parent company of Nasdaq Canada and Execution Access, LLC, announced in February 2021 that it had entered into a definitive agreement to sell NFI (NFI Sale);

AND WEREAS as a result of the NFI Sale on June 25, 2021, the NFI Access Arrangements were terminated effective July 22, 2021 (Effective Date);

AND WHEREAS the Commission has received an application (Application) under section 144 of the Act to vary the Recognition Order to reflect the termination of the NFI Access Arrangements as of the Effective Date;

AND WHEREAS based on the Application and the representations that CXCH and Nasdaq Canada have made to the Commission, the Commission has determined that it is not prejudicial to the public interest to vary the Recognition Order pursuant to section 144 of the Act;

IT IS ORDERED, pursuant to section 144 of the Act, that the Recognition Order is varied as follows:

a) by deleting the third recital "AND WHEREAS Nasdaq Canada separately provides access to Canadian permitted clients wishing to use Nasdaq Fixed Income (NFI), a fixed income trading system for trading in U.S. fixed income securities;" and

b) by deleting from Section 9 of Schedule 2 to the Recognition Order the following ", except that Canadian "permitted clients" as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations will have separate access to Nasdaq Fixed Income".

DATED this 2nd day of December, 2021.

"Cecilia Williams"

"Mary Anne De Monte-Whelan"