TSX Inc. -- s. 15.1 of NI 21-101 Marketplace Operation

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 ("NI 21-101"))

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 paragraph 3.2(1)(b) of NI 21-101 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 change (the "45 day filing requirement");

AND UPON the Applicant filing an updated Form on October 23, 2009, describing the fee change (the "Fee Change");

AND UPON considering the 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 stock exchange in Ontario with its head office in Toronto;

2. The Applicant would like to implement the Fee Change on December 1, 2009;

3. The Applicant intends to provide advance notice to the industry prior to implementing the Fee Change;

4. The Applicant wishes to continue to preserve the integrity of its market making program. The primary purpose of the Fee Change is to foster trading activities among its market makers that is consistent with its market making program, and the TSX believes that this purpose warrants a shorter implementation period for such Fee Change; and

5. The policy rationale behind the 45 day filing requirement, which the Applicant understands is to provide Commission staff with an opportunity to analyze the changes and determine if any objections should be raised prior to implementation, can be met in a shorter period.

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.

DATED this 23rd day of November, 2009.