Ontario Securities Commission Bulletin
Issue 48/46 - November 20, 2025
Ont. Sec. Bull. Issue 48/46
• Internet Sciences Inc. et al.
• Ontario Securities Commission and Benjamin Ward -- Rules 9(6) and 14 of CMT Rules of Procedure
• OSC Staff Notice 81-740 Update on Long-Term Asset Fund Project
• TELUS International (Cda) Inc.
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
• CanDeal Markets Inc. -- Proposed Change -- Notice and Request for Comment
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Internet Sciences Inc. et al. -- ss. 8, 21.7
FILE NO.: 2025-29
BETWEEN:
Sections 8 and 21.7 of the Securities Act, RSO 1990, c S.5
PROCEEDING TYPE: Application for Review
HEARING DATE AND TIME: November 25, 2025 at 10:00 a.m.
LOCATION: By videoconference
The purpose of this proceeding is to consider the application dated October 31, 2025 made by Internet Sciences Inc., to review a decision of the Panel of Board of Directors of CNSX Markets Inc. dated October 29, 2025.
The hearing set for the date and time indicated above is the first case management hearing in this proceeding, as described in subsection 17(6) of the Capital Markets Tribunal Rules of Procedure.
Any party to the proceeding may be represented by a representative at the hearing.
IF A PARTY DOES NOT ATTEND, THE HEARING MAY PROCEED IN THE PARTY'S ABSENCE AND THE PARTY WILL NOT BE ENTITLED TO ANY FURTHER NOTICE IN THE PROCEEDING.
This Notice of Hearing is also available in French on request of a party. Participation may be in either French or English. Participants must notify the Tribunal in writing as soon as possible if the participant is requesting a proceeding be conducted wholly or partly in French.
L'avis d'audience est disponible en français sur demande d'une partie, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Tribunal par écrit dès que possible si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.
Dated at Toronto this 12th day of November 2025.
For more information
Please visit capitalmarketstribunal.ca or contact the Registrar at registrar@capitalmarketstribunal.ca.
[Editor's Note: The Application for Hearing and Review is reproduced on the following separately formatted pages. Bulletin pagination resumes at the end of the Application.]
IN THE MATTER OF the Securities Act, R.S.O. 1990, c. S.5, as amended
AND IN THE MATTER OF the Canadian Securities Exchange
AND IN THE MATTER OF Internet Sciences Inc.
This application seeks a hearing and review of the decision of the Canadian Securities Exchange (CSE) dated October 29, 2025, which sustained the staff's denial of the Company's listing application.
The Applicant respectfully submits that the process and resulting decision were procedurally unfair and inconsistent with principles of natural justice. The Corporate Secretary of the CSE also serves as Chief Legal Counsel of the Exchange, overseeing legal staff who assisted in preparing the Respondent's rebuttal to the issuer's Appeal Brief. This dual capacity raises concerns regarding independence and procedural fairness, as the same legal leadership exercised influence both at the staff level-whose decision was under appeal-and at the Board level, where the appeal was adjudicated. The Applicant submits that this structure compromised the impartiality expected of an internal review mechanism under administrative fairness principles.
The Applicant requests that the Ontario Securities Commission:
1. Set aside or vary the decision of the CSE dated October 29, 2025;
2. Direct that the Applicant's listing application be conditionally or fully approved; or
3. Alternatively, remit the matter to a newly constituted and independent CSE panel for reconsideration.
Dated: October 31, 2025
Respectfully submitted,
FOR IMMEDIATE RELEASE
November 12, 2025
TORONTO -- The Tribunal issued a Notice of Hearing to consider the application dated October 31, 2025 made by Internet Sciences Inc., to review a decision of the Panel of Board of Directors of CNSX Markets Inc. dated October 29, 2025.
The hearing will be held on November 25, 2025, at 10:00 a.m. by videoconference.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
A copy of the Notice of Hearing dated November 12, 2025, and the Application dated October 31, 2025, are available at capitalmarketstribunal.ca.
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For General Inquiries:
Ontario Securities Commission and Benjamin Ward
FOR IMMEDIATE RELEASE
November 13, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 13, 2025 is available at capitalmarketstribunal.ca.
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FOR IMMEDIATE RELEASE
November 17, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 17, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Nayeem Alli
FOR IMMEDIATE RELEASE
November 18, 2025
TORONTO -- A case management hearing in the above-named matter is scheduled to be heard on November 26, 2025, at 10:00 a.m. by videoconference.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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Ontario Securities Commission and Benjamin Ward -- Rules 9(6) and 14 of CMT Rules of Procedure
BETWEEN:
File No. 2025-21
Adjudicator: |
Cathy Singer |
November 13, 2025
(Rules 9(6) and 14 of the Capital Markets Tribunal Rules of Procedure)
WHEREAS the Capital Markets Tribunal held a hearing by videoconference and in writing to set a timeline for the remaining steps in this enforcement proceeding, including the scheduling of the merits and sanctions and costs hearing, and the respondent's request that the hearing and any materials filed in connection with the hearing be kept confidential (Confidentiality Motion);
ON HEARING the submissions of the representative for the Commission, and of Benjamin Ward, appearing on his own behalf, and on reviewing email correspondence from the parties, and on being advised that all parties consent to the making of this order;
IT IS ORDERED THAT:
1. the previously scheduled hearing date of November 14, 2025, is vacated;
2. by 4:30 p.m. on November 28, 2025, the respondent shall serve and file any motion record and written submissions on the Confidentiality Motion;
3. by 4:30 p.m. on December 12, 2025, the Commission shall serve and file any motion record and written submissions on the Confidentiality Motion;
4. if applicable, by 4:30 p.m. on December 19, 2025, the respondent shall serve and file any reply motion record and any reply submissions on the Confidentiality Motion;
5. pursuant to subrule 9(6) of the Rules of Procedure, the Confidentiality Motion, the merits hearing and the sanctions and costs hearing in this proceeding shall be conducted in writing;
6. pursuant to rule 3 and subrule 14.1(1) of the Capital Markets Tribunal Rules of Procedure the merits hearing and the sanctions and costs hearing in this proceeding shall be heard together;
7. by 4:30 p.m. on January 16, 2026, the Commission shall serve and file its affidavit evidence and written submissions on the merits, sanctions and costs;
8. by 4:30 p.m. on March 27, 2026, the respondent shall serve and file any affidavit evidence or witness summary, and written submissions on the merits, sanctions and costs; and
9. if applicable, by 4:30 p.m. on April 10, 2026, the Commission shall serve and file any reply affidavit evidence and any reply submissions on the merits, sanctions and costs.
File No. 2025-11
Adjudicator: |
Andrea Burke |
November 17, 2025
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider a request from Jack Marks to vary the timeline and hearing dates scheduled in the Tribunal's order dated August 28, 2025;
ON READING the written submissions of the representatives for Jack Marks, CNSX Markets Inc. (CNSX), and the Ontario Securities Commission;
IT IS ORDERED THAT:
1. by no later than 4:30 p.m. EST on January 21, 2026, Jack Marks shall serve and file written submissions on the merits of the application;
2. by no later than 4:30 p.m. EST on February 20, 2026, CNSX shall serve and file responding written submissions on the merits of the application;
3. by no later than 4:30 p.m. EST on March 2, 2026, Jack Marks shall serve and file reply written submissions, if any, on the merits of the application;
4. by no later than 4:30 p.m. EDT on March 20, 2026, the Ontario Securities Commission shall serve and file written submissions, if any, on the merits of the application; and
5. the hearing with respect to CNSX's new evidence motion and the merits of the application shall commence on May 8, 2026 at 11:00 a.m. EDT, at the Capital Markets Tribunal located at 20 Queen Street West, 17th Floor, Toronto, Ontario, and shall continue on May 13, 2026, commencing at 11:00 a.m. EDT, or as may be agreed to by the parties and set by the Governance and Tribunal Secretariat.
OSC Staff Notice 81-740 Update on Long-Term Asset Fund Project
November 20, 2025
This staff notice summarizes key themes and addresses questions we have received from industry stakeholders since the publication of OSC Staff Notice 81-738 Next Steps Following OSC Consultation Paper 81-737 Opportunity to Improve Retail Investor Access to Long-Term Assets through Investment Fund Product Structures (Staff Notice 81-738).
On October 10, 2024, the Ontario Securities Commission (the OSC) published OSC Consultation Paper 81-737 Opportunity to Improve Retail Investor Access to Long-Term Assets through Investment Fund Product Structures (the Consultation Paper), which set out a proposed framework for a new type of investment fund product structure (an Ontario Long-Term Fund or OLTF) to facilitate long-term asset investment opportunities for retail investors (the Proposal).
On May 29, 2025, OSC staff (or we) published Staff Notice 81-738, which:
• Summarized stakeholder comments on the Proposal.
• Explained why the next step would be the Long-Term Asset Fund Project rather than a proposed rule to codify the framework described in the Proposal.
• Provided an overview of the Long-Term Asset Fund Project.
Staff Notice 81-738 also encouraged stakeholders to contact us regarding possible investment fund product structures and the exemptive relief that may be necessary to facilitate a product launch.
Since then, we have been contacted by more than 20 industry stakeholders. These included investment fund managers, portfolio managers and industry associations.
Following are key themes that have emerged from our engagement with industry stakeholders, questions we have addressed on these topics and areas where we welcome further feedback:
Investment fund product structures
We continue to engage with stakeholders on the viability of the following fund structures to facilitate long-term asset investment opportunities for retail investors:
• Increasing illiquid asset limits under National Instrument 81-102 Investment Funds (NI 81-102).
• Adapting the interval fund structure (as set out in the Mackenzie Northleaf Private Credit Interval Fund exemptive relief decision).
• Adapting the OLTF structure (as set out under the Proposal).
• Permitting non-accredited investors to hold certain qualified private funds in an RRSP.
We welcome further stakeholder engagement on these or other structures.
Elements of the Proposal
We have confirmed that each element of the Proposal in the Consultation Paper would not necessarily be required as a condition of an exemptive relief decision granted under the Long-Term Asset Fund Project. For example:
• Limits on redemptions (e.g., capping quarterly redemptions to a percentage of NAV) may not be appropriate for a conventional mutual fund requesting relief to increase the percentage of illiquid assets permitted under NI 81-102.
• Even for an OLTF structure, individual elements of the Proposal may not be necessary so long as the investor protection principle the element was meant to address is alternatively addressed.
• For example, the cornerstone investor element is not a condition under the relief granted to the interval fund structure.
We welcome further stakeholder engagement on any element of the Proposal that may impede adapting the OLTF structure for product launch.
Intent to rely on any exemptive relief granted
Some stakeholders asked about relief from the illiquid asset limits under NI 81-102 if there were no immediate plans to rely on the relief by a specific fund to increase its holdings of illiquid assets. We are not prepared to recommend relief without evidence of a plan for a specific fund to increase holdings of illiquid assets beyond the existing limits.
Varying existing exemptive relief
Some stakeholders expressed interest in obtaining relief similar to the relief granted to the Mackenzie Northleaf Private Credit Interval Fund but had questions about certain conditions or material representations.
We encourage stakeholders to speak with us about possible differences between a structure under the Long-Term Asset Fund Project and the interval fund structure. Any discussions could take place without submitting a formal application for exemptive relief.
We want to hear from stakeholders about any difficulties to product launch and appropriate ways to address them. Depending on stakeholder interest, we may consider a proposal to codify this decision.
We welcome further stakeholder engagement on any element of the interval fund structure that may impede adapting the interval fund structure for product launch.
Private funds
Through the 2025 Investment Fund Survey, we identified 219 private funds that may invest in illiquid assets. We also identified funds with redemption mechanisms similar to an interval fund, and 12 funds that are "qualified investments" under registered plans, with 6 funds meeting both criteria.
We want to hear from these private funds managers to better understand if there may be a retail market for their funds.
Distribution
Some stakeholders identified challenges with distributing securities of long-term asset funds with a high percentage of illiquid assets. The illiquidity risks and redemption restrictions of long-term asset funds may be complex. To address these challenges, investment fund managers could provide standardized disclosure.
We want to engage investment fund managers and other stakeholders to find possible solutions to these distribution challenges.
Developments in other jurisdictions
The United Kingdom has permitted Long-Term Asset Funds to be held in ISA stocks and shares accounts. The United States has permitted private funds to hold illiquid assets in 401(k) defined contribution pension plan accounts.
We want to hear from stakeholders on:
• Whether these developments in the UK and US could be applied in Ontario or in Canada.
• If any securities law restrictions would prohibit the inclusion of private funds holding illiquid assets in defined contribution plans in Ontario or in Canada.
• If any non-securities law restrictions would prohibit retail investors holding private funds in registered (i.e., RRSP) accounts.
• If managers of private funds and investment fund managers would be interested in partnering to offer retail investors access to long-term assets.
We will continue to prioritize working with stakeholders interested in obtaining exemptive relief to permit product launch and welcome further feedback on the questions we have set out in this notice. We also plan to facilitate further dialogue on this topic at upcoming industry forums.
We continue to view the Long-Term Asset Fund Project as a forward-looking initiative that will benefit both retail investors and the broader capital markets.
Please refer your questions to either of the following:
TELUS International (Cda) Inc.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 -- Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by more than 50 persons and are not traded through any exchange or market; following an arrangement, all of the issuer's shares were acquired by another company that is a reporting issuer and in compliance with its continuous disclosure obligations; the issuer has convertible securities that are beneficially owned by more than 50 persons; the convertible securities are exercisable for securities of the acquirer or redeemable based on the value of the shares of the acquirer; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The securities of the issuer are beneficially owned by more than 50 persons and are not traded through any exchange or market; following an arrangement, all of the issuer's shares were acquired by another company that is a reporting issuer and in compliance with its continuous disclosure obligations; the issuer has outstanding convertible securities that are beneficially owned by more than 50 persons; the convertible securities are exercisable for securities of the acquirer or the filer or redeemable based on the value of the shares of the acquirer; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2025 BCSECCOM 494
November 12, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories of Canada (other than British Columbia and Ontario), and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer was incorporated under the Business Corporations Act (British Columbia) (the BCBCA);
2. the Filer's head office is in Vancouver, British Columbia;
3. the Filer is a reporting issuer in each of the provinces and territories of Canada;
4. the Filer's authorized share capital consists of an unlimited number of subordinate voting shares (the Filer Subordinate Voting Shares) and an unlimited number of multiple voting shares (the Filer Multiple Voting Shares, and together with the Filer Subordinate Voting Shares, the Filer Shares);
5. on October 31, 2025 (the Effective Date), TELUS Corporation (the Purchaser) acquired all of the issued and outstanding Filer Shares (other than the Filer Shares already held by the Purchaser or any of its affiliates) pursuant to a plan of arrangement under section 288 of the BCBCA (the Arrangement), which became effective as of 12:01 a.m. (PST) (the Effective Time) on the Effective Date; pursuant to the Arrangement, the Filer became a direct wholly-owned subsidiary of the Purchaser;
6. the Purchaser is a corporation existing under the BCBCA; the authorized share capital of the Purchaser consists of up to 1,000,000,000 shares of each class of first preferred shares and second preferred shares, and up to 4,000,000,000 common shares (each, a Purchaser Share); the Purchaser Shares are listed on the New York Stock Exchange (the NYSE) under the symbol TU and the Toronto Stock Exchange (the TSX) under the symbol T;
7. the Filer Subordinate Voting Shares were previously listed on the TSX and the NYSE under the symbol TIXT, and have been delisted from the TSX and the NYSE on November 3, 2025 and on November 10, 2025, respectively; no other securities of the Filer were listed on any exchange;
8. immediately prior to the Effective Time, the Filer had the following issued and outstanding securities:
(a) 126,776,795 Filer Subordinate Voting Shares;
(b) 152,004,019 Filer Multiple Voting Shares;
(c) 4,952,052 options exercisable to purchase Filer Subordinate Voting Shares (the Filer Options);
(d) 11,344,637 restricted share units (the Filer RSUs);
(e) 3,123,137 performance share units (the Filer PSUs); and
(f) 13,744,810 bonus pool units (the Filer BPUs).
9. the Filer does not have any debt securities outstanding;
10. to the best of the Filer's knowledge and belief and based on the Filer's records and records maintained by the plan administrator, there are 1,994 holders of Surviving Filer RSUs (as defined below) worldwide, 108 of which are located in British Columbia (1,558,857 Surviving Filer RSUs representing approximately 14.53% of the total aggregate Surviving Filer RSUs), 95 of which are located in Ontario (414,554 Surviving Filer RSUs representing approximately 3.86% of the total aggregate Surviving Filer RSUs), 34 of which are located in Alberta (154,994 Surviving Filer RSUs representing approximately 1.44% of the total aggregate Surviving Filer RSUs), 2 of which are located in Nova Scotia (323 Surviving Filer RSUs representing approximately 0.003% of the total aggregate Surviving Filer RSUs), 22 of which are located in Québec (108,819 Surviving Filer RSUs representing approximately 1.01% of the total aggregate Surviving Filer RSUs) and 1,733 of which are located in foreign countries (including the United States) (8,492,635 Surviving Filer RSUs representing approximately 79.15% of the total aggregate Surviving Filer RSUs);
11. to the best of the Filer's knowledge and belief and based on the Filer's records and records maintained by the plan administrator, there are 124 holders of Surviving Filer PSUs (as defined below), 10 of which are located in British Columbia (1,134,408 Surviving Filer PSUs representing approximately 36.32% of the total aggregate Surviving Filer PSUs), four of which are located in Ontario (41,098 Surviving Filer PSUs representing approximately 1.32% of the total aggregate Surviving Filer PSUs), one of which is located in Alberta (13,699 Surviving Filer PSUs representing 0.44% of the total aggregate Surviving Filer PSUs) and 109 of which are in foreign countries (including the United States) (1,933,932 Surviving Filer PSUs representing 61.92% of the total aggregate Surviving Filer PSUs);
12. the Filer BPUs were granted under the Filer's 2021 Omnibus Long-Term Incentive Plan (the LTIP) as part of earn-out arrangements with certain former employees and owners of companies acquired by the Filer in January 2023; the Filer BPUs may be settled or redeemed in cash and/or, subject to certain conditions, Purchaser Shares, at the Filer's option; the Filer BPUs are held by 36 holders in total, all of whom are domiciled outside of Canada;
13. the notice of special meeting of shareholders and management information circular of the Filer (the Circular) was provided to the holders of the Filer Shares entitled to vote at the special meeting (the Meeting) that took place on October 27, 2025, to consider the Arrangement, and was also provided to the holders of Filer Options, Filer RSUs and Filer PSUs, in each case in accordance with the terms of the interim order issued by the Supreme Court of British Columbia in respect of the Arrangement and the Meeting on September 17, 2025;
14. under the Arrangement, as of the Effective Time, among other things:
(a) the Purchaser acquired all Filer Shares (other than the Filer Shares already held by the Purchaser or any of its affiliates);
(b) all Filer Options were exchanged into stock options of the Purchaser to acquire Purchaser Shares;
(c) certain designated Filer RSUs were transferred to the Filer in consideration for cash, and certain other Filer RSUs (the Surviving Filer RSUs) remained outstanding and were amended to represent the right to receive a Purchaser Share (or its cash equivalent) rather than a Filer Share (or its cash equivalent) upon settlement of such Surviving Filer RSUs, the whole as adjusted to take into account the Arrangement; and
(d) all Filer PSUs (the Surviving Filer PSUs) remained outstanding and were amended to represent the right to receive a Purchaser Share (or its cash equivalent) rather than a Filer Share (or its cash equivalent) upon settlement of such Surviving Filer PSUs, the whole as adjusted to take into account the Arrangement;
15. the Filer is not required to remain a reporting issuer in any jurisdiction pursuant to the terms of the LTIP; the treatment of the Surviving Filer RSUs and Surviving Filer PSUs in the Arrangement is consistent with the terms of the LTIP; as a result, no consents or approvals are required from the holders of the Surviving Filer RSUs and Surviving Filer PSUs;
16. in connection with the Arrangement, additional Purchaser Shares were authorized for issuance upon settlement of the Surviving Filer RSUs and Surviving Filer PSUs;
17. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;
18. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications because the securities of the Filer, namely the Surviving Filer RSUs and Surviving Filer PSUs, are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
19. the Purchaser is a reporting issuer in each of the provinces of Canada, and as such, the Purchaser is subject to continuous disclosure requirements that are relevant to holders of Surviving Filer RSUs and Surviving Filer PSUs, as such holders are entitled to receive Purchaser Shares (or their cash equivalent) upon settlement of such securities;
20. the Purchaser is not in default of securities legislation in any jurisdiction;
21. the Filer is not in default of securities legislation in any jurisdiction;
22. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
23. the Filer has no intention to seek public financing by way of offering of securities;
24. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported; and
25. upon granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0607
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
November 12, 2025
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0642
Andlauer Healthcare Group Inc.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
November 13, 2025
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and the Northwest Territories.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0658
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the Issuer is not a reporting issuer under applicable securities laws -- The issuer's securities are traded only on a market or exchange outside of Canada -- Canadian residents own less than 2% of the issuer's securities and represent less than 2% of the issuer's total number of security holders -- the issuer does not intend to do a public offering of its securities to Canadian residents -- the issuer is subject to the reporting requirements of U.S. securities laws.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
November 13, 2025
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the "Order Sought").
Under the Process for Cease to be a Reporting Issuer Applications the Ontario Securities Commission (the "OSC") is the principal regulator for this application.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated and organized under the laws of the State of Ohio and is governed by the laws of the U.S., with its head office located at 4500 Mount Pleasant St. NW, North Canton, Ohio, 44720, U.S.;
2. The OSC was selected as principal regulator because the Filer is a reporting issuer in Ontario only and the business conducted by the Filer in Canada is primarily undertaken in Ontario;
3. The Filer is a reporting issuer in Ontario;
4. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in Ontario, being the only jurisdiction in Canada in which it is a reporting issuer;
5. The Filer is not in default of securities legislation in any jurisdiction, the corporate legislation in its governing jurisdiction or the rules and policies of the New York Stock Exchange ("NYSE");
6. As of October 1, 2025, the issued and outstanding securities of the Filer consist of 69,655,588 common shares (the "Common Shares") issued and outstanding. The Common Shares of the Filer are listed and traded on the NYSE under the stock code "TKR" and the Filer files continuous disclosure materials under U.S. securities laws and the listing rules of the NYSE;
7. In support of the representations set forth below concerning the percentage of outstanding securities and the total number of security holders in Canada, the Filer has done the following:
(a) undertaken a thorough and diligent examination of the Filer's record holder list;
(b) reviewed 13F filings for the Common Shares with the SEC;
(c) made inquiries to (i) Equiniti, the Filer's transfer agent for the Common Shares (the "Transfer Agent"); and (ii) Broadridge Financial Solutions Inc. ("Broadridge") regarding the beneficial ownership of the Common Shares of non-objecting beneficial owners of the Filer (the "Non-Objecting Common Shares");
(d) examined the Transfer Agent's records for any indication of shareholdings in Canada; and
(e) examined the shareholder geographic distribution report obtained from Broadridge, a global technology solution provider;
8. As of August 4, 2025, the Non-Objecting Common Shares consists of 40,910,630 Common Shares;
9. The Filer has calculated Canadian resident securityholdings using the most recent data available to the Filer of non-objecting beneficial owners as of August 4, 2025 and the results of these calculations were as follows:
(a) 609,860 Non-Objecting Common Shares are held by 245 securityholders in Canada, representing 0.3% of all non-objecting beneficial securityholders worldwide and 1.5% of the total issued and outstanding Non-Objecting Common Shares of the Filer as at August 4, 2025; and
(b) 40,300,770 Non-Objecting Common Shares are held by 87,368 securityholders outside of Canada, representing 99.7% of all non-objecting beneficial securityholders worldwide and 98.5% of the total issued and outstanding Non-Objecting Common Shares of the Filer as at August 4, 2025;
10. Accordingly, residents of Canada do not, directly or indirectly, own more than 2% of each class or series of outstanding securities (including debt securities) of the non-objecting beneficial securityholders of the Filer worldwide, and they do not, directly or indirectly, comprise more than 2% of the total number of the non-objecting beneficial securityholders of the Filer worldwide;
11. The Filer has no reason to believe the objecting beneficial owners would have a higher percentage of Canadian ownership than the non-objecting ones;
12. In the 12 months preceding the date of the Application, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada; establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported;
13. The Filer issued a news release on September 25, 2025 in order to, in part, provide advance notice to Canadian resident securityholders that it has applied to the OSC for an order to cease to be a reporting issuer in Ontario and, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction in Canada;
14. The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to holders of its Common Shares pursuant to U.S. law and the rules of the NYSE; and
15. Upon the granting of the Relief Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0568
Application for relief from registration and prospectus requirements -- Ontario only -- exemption sought to in respect of the Toronto Foundation's activities made in connection with Administrative and Pooling Services offered by the Toronto Foundation to Qualified Charities -- relief granted subject to certain conditions set out in the decision, including advice from a registered firm, investment minimums, disclosure and reporting requirements -- Relief granted based on the particular facts and circumstances of the filer with the objective of connecting philanthropy to community needs by mobilizing funds from donors and partnering with various interested parties including community organizations, associations, foundations, institutions and various levels of government -- the relief expires five years from the date of the decision.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 25(1), 25(3), 53(1), and 74.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.26.1.
The Filer is a registered charity established over 40 years ago. As a community foundation, the Filer exists to support public-good organizations. The Filer pools donations of Donors (as defined below) to create a permanent endowment fund from which the Filer makes grants to charitable and not-for-profit organizations. The Filer also manages the funds of Donors, and either the Filer makes grants to charities and not-for-profit organizations from those funds or assists Donors in their charitable giving.
The regulator in the Jurisdiction has received an application from the Filer under section 74(1) of the Securities Act (Ontario) (the Act) seeking the following relief (the Requested Relief):
(a) that the dealer registration requirements of subsection 25(1) of the Act, do not apply to the Filer in respect of trades in securities with Qualified Charities (as defined below) who become Pooling Partners (as defined below) made in connection with the Filer's Administrative and Pooling Services (as defined below);
(b) that the adviser registration requirements of subsection 25(3) of the Act do not apply to the Filer in respect of the Filer acting as an adviser to Pooling Parties in connection with the Filer's Administrative and Pooling Services; and
(c) that the prospectus requirements of subsection 53(1) of the Act do not apply to the Filer in respect of the entering into by a Pooling Partner of a Pooling Agreement (as defined below) with the Filer.
Terms defined in National Instrument 14-101 Definitions and the Act have the same meaning if used in this decision, unless otherwise defined.
Administrative and Pooling Services means services provided by the Filer to Pooling Partners, on a cost-recovery basis, whereby funds of a Pooling Partner are pooled and co-invested with the Filer's funds, as further described in this decision.
Board means board of directors of the Filer.
DAF means a Donor advised fund.
Donor means a person or entity, including a government entity, registered charity or not-for-profit organization, that provides funds to support charitable purpose and public benefit.
External IMs means external professional investment managers.
Investment Committee means the subcommittee of the Board that oversees the Portfolio.
IPS means investment policy statement.
NI 31-103 means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Main Pool means a portfolio of assets and investments managed by the OCIO which includes (a) funds gifted by a Donor to the Filer, (b) funds of DAFs and (c) funds invested by a Pooling Partner which are subject to the terms of a Pooling Agreement between the Filer and the Pooling Partner.
OCIO means the Filer's outsourced Chief Investment Officer.
OCIO Agreement means the agreement entered into between the Filer and RockCreek (Canada) Adviser, Inc. dated December 1, 2020 for portfolio management services in respect of the Portfolio.
Pooling Agreement means an agreement between the Filer and a Qualified Charity for the provision of Administrative and Pooling Services by the Filer.
Pooling Partner means a Qualified Charity that has entered into an agreement with the Filer for the provision of Administrative and Pooling Services from the Filer.
Portfolio means each of the various pools of funds described in paragraph 13.
Qualified Charity means an organization:
(a) that is
(i) a "registered charity" under the Income Tax Act (Canada) (the Tax Act) and is eligible (as determined by the Canada Revenue Agency) to issue official donations receipts for gifts received from Donors, or
(ii) a provincially registered not-for-profit organization, including a corporation registered under provincial not-for-profit legislation, that is exclusively focused on public benefit;
(b) that has its mind and management primarily located within Ontario;
(c) the operations of which are not conducted primarily in another jurisdiction of Canada; and
(d) that is either:
(i) established and authorized to operate under the laws of Ontario; or
(ii) established under the laws of another jurisdiction and authorized to operate under the laws of Ontario.
This decision is based on the following facts represented by the Filer:
Overview of the Filer and its Mandate
1. The Filer is a registered charity under the Tax Act and is a corporation, without share capital, incorporated under the Business Corporations Act (Ontario) and only carries on operations in the Province of Ontario.
2. The head and principal office of the Filer is located in Toronto, Ontario.
3. The Filer is not a reporting issuer and is not listed on any stock exchange.
4. The Filer is not in default of securities legislation in any jurisdiction in which the Filer carries on operations, other than in respect of the subject matter to which this decision relates.
5. The Filer is one of 207 community foundations in Canada. Community foundations are organizations (public charities) which are focused on improving the quality of life of people within a defined geographic area primarily by facilitating and pooling donations used to address community needs and support local nonprofit organizations.
6. The objective of the Filer is to connect philanthropy to community needs, in order to create a more fair and just society where everyone can thrive. The Filer does this by mobilizing funds from Donors and partnering with various interested parties including community organizations, associations, foundations, institutions and various levels of government. The business of the Filer also includes making charitable grants and distributions of funds predominately in Ontario but also nationally across Canada and internationally.
7. The Filer's objectives for funds under its management is to generate a total return that: (a) achieves the granting objectives of the Filer as set each year by its Board, (b) recovers the cost of administering the funds, (c) meets the minimum disbursement quota for registered charities which is set by the Federal government on an annual basis, (d) protects the purchasing power of the capital, and (e) establishes a reserve for future market declines.
8. As a registered charity, the Filer has adopted and adheres to policies and procedures governing its business and operations. The Filer's principal policies are publicly available on the Filer's website which include, but are not limited to, conflicts of interest, complaint handling, privacy and whistleblowing.
The Filer's Services
9. The Filer provides Donors with a means of effecting their charitable giving by: (a) providing the benefits of a private foundation without the related burden of administrative, regulatory and reporting requirements, (b) offering philanthropic services tailored to a Donor's needs, (c) suggesting opportunities for use of a Donor's funds to ensure maximum effectiveness and (d) providing periodic reporting on investment performance. Information with respect to the Filer's activities and services are provided on the Filer's website.
10. The Filer provides Donors with three different means of entrusting the Filer with their funds:
(a) A Donor may gift funds to the Filer. The Filer invests such funds in the Main Pool. Grants of such funds and any investment returns in connection with such funds are made by the Filer in its sole discretion pursuant to its own discretionary granting programs.
(b) A Donor may initiate a DAF, pursuant to which funds of the Donor are invested in the Main Pool and the investment returns in connection with such funds (minus applicable fees and expenses) are returned to the Donor on an annual basis following which the Donor may make grants of such investment returns itself directly pursuant to its own granting programs. Under a DAF, the Donor makes an irrevocable contribution of the funds to the Filer and receives investment returns therefrom. Each Donor receives a statement of account on a monthly basis from the Filer.
(c) A Donor that is a Qualified Charity may enter into a Pooling Agreement, pursuant to which the Donor's funds are invested in the Main Pool. Funds are transferred by the Pooling Partner to a separate trust account of the Filer (for purposes of receiving contributions and facilitating withdrawals) and transferred, as needed, to the Filer's investment account to be pooled with the Main Pool's other participants. The Pooling Partner receives its pro rata share of investment returns (minus applicable fees and expenses) and may withdraw any portion of its investment returns and/or principal originally contributed at any time, in accordance with the Pooling Agreement. Any funds contributed by a Pooling Partner pursuant to the Pooling Agreement are invested with the Filer's own funds in the Main Pool; however, such funds are accounted for by the Filer on a separate basis. Under a Pooling Agreement, the Pooling Partner retains its beneficial ownership in the funds it invests in the Main Pool. The Filer delivers a statement of account on a monthly basis to each Pooling Partner.
(d) The funds transferred by each Pooling Partner will be subject to the terms of a Pooling Agreement which clearly indicates the intention of the Pooling Partner to invest all funds contributed by it in the Main Pool, to retain beneficial ownership in the funds it transfers to the Main Pool and any investment returns generated thereon (other than an amount equal to the fees and expenses which are payable by the Pooling Partner to the Filer in accordance with the applicable Pooling Agreement and which are set forth in the statement of account provided to the Pooling Partner each month) (the Pooling Partner Property) and for such Pooling Partner Property to be held in trust by the Filer for the Pooling Partner. Additionally, the Filer and the OCIO will at all times note in their books and records the Pooling Partner Property allocable to each Pooling Partner so that it will be possible to identify the Pooling Partner Property of each Pooling Partner that is being held in trust at all times and the books and records of the Filer and the OCIO will at all times reference each Pooling Partner as being the beneficial owner of the applicable Pooling Partner Property, such that the identity of the beneficial owner of the Pooling Partner Property shall be known at all times. As a result of the trust arrangement established in respect of the transfer of funds contributed by the Pooling Partners and notwithstanding the comingling of the funds of such Pooling Partners with the funds of the Main Pool, creditors of the Filer should not have recourse to the funds contributed by the Pooling Partners in the Main Pool in the event of the bankruptcy or insolvency of the Filer.
The Filer's Investment Management Program
11. The Filer manages the funds it holds through an OCIO model. The Filer relies on the combined experience and expertise of its Board, the Investment Committee, the OCIO and over 25 employed staff members.
12. All investment decisions relating to the funds held and invested in the Main Pool (regardless of the arrangement between the Filer and the Donor (i.e. DAF or Administrative and Pooling Services)) are made by the OCIO in accordance with the terms of the OCIO Agreement and the Filer's IPS, which outlines the investment strategy, risk tolerance and asset mix targets of the Main Pool.
13. The OCIO is responsible for advising the Filer on the investment of the funds it holds (i.e., the Filer's investment management program). Funds under the Filer's management are currently held in three pools (a) the Main Pool, (b) a pool, governed by the terms of a consortium contribution agreement, specific to disbursing grants to women led organizations in developing counties and (c) a legacy pool, governed by the terms of a contribution agreement specific to disbursing funds to sports facilities located in the Province of Ontario (each pool being a separate "Portfolio"). Each Portfolio is subject to an IPS for the applicable Portfolio which includes specific investment policy/requirements and are managed by External IMs selected by the OCIO.
14. Currently, the Filer's OCIO is RockCreek (Canada) Adviser, Inc. (RockCreek Canada), a wholly-owned subsidiary of The RockCreek Group, L.P. (RockCreek US). RockCreek Canada is registered as a portfolio manager and exempt market dealer in the Province of Ontario and as a registrant is required to comply with the rules, regulations and obligations relating to its registrations under applicable securities laws in Canada including, satisfying all know-your-client and suitability determination requirements, identifying and responding to any conflicts of interest in a manner that prioritizes the interests of its clients, maintaining accurate and complete records of its business activities and client information, ensuring its representatives maintain an appropriate level of knowledge and proficiency in relation to the services provided by the registrant, reporting obligations and maintaining appropriate policies and procedures which establish a system of controls and supervision sufficient to provide the registrant reasonable assurance that it and its representatives are in compliance with applicable securities law.
15. On December 1, 2020, the Filer entered into an OCIO Agreement with RockCreek Canada. The OCIO Agreement requires Rock Creek Canada to retain RockCreek US to act as a sub-advisor to RockCreek Canada and to perform the services set forth in the OCIO Agreement (as described in paragraph 20 below).
16. RockCreek US is a limited partnership formed under the laws of the State of Delaware. RockCreek US is registered as an investment adviser with the U.S. Securities and Exchange Commission and as a registrant is required to comply with the rules, regulations and obligations relating to its registration under applicable securities laws in the United States of America including equivalent obligations as those outlined in respect of RockCreek Canada in paragraph 14 above. RockCreek US relies on the international sub-advisor registration exemption in section 8.26.1 of NI 31-103 to carry out its activities in Canada.
17. In addition to the OCIO's responsibilities and obligations relating to its registration under applicable securities law in Canada and the United States, the terms of the OCIO Agreement require, among other things, that the OCIO act honestly and in good faith with a view to the best interests of the Filer and must exercise the care, diligence and skill that a reputable, experienced and competent investment professional would exercise with the objective of avoiding undue risk and obtaining a reasonable return in comparable circumstances, in exercising its powers and discharging its duties under the OCIO Agreement. The OCIO is responsible for the oversight and monitoring of actions taken by RockCreek US in its capacity as sub-advisor to the OCIO.
18. Additionally, the OCIO: (a) has fiduciary responsibility to implement appropriate investment strategies for the Portfolio that consider both inherent opportunities and risk, (b) establishes tactical asset allocation targets in accordance with the limits established by the Investment Committee, (c) manages day-to-day investment requirements such as ensuring inflows and outflows to the Filer's various Portfolios are properly handled, (d) selects and retains External IMs to implement the Filer's investment strategy, (e) monitors the performance of individual investments and External IMs against established benchmarks and (f) meets regularly with the Investment Committee to review portfolio allocations, investments and resulting performance.
19. The OCIO is required to deliver a detailed monthly report to the Filer concerning the composition and performance of each Portfolio as well as all reports and statements required by NI 31-103 to be delivered by portfolio managers to their clients.
20. Under the OCIO Agreement, RockCreek US, in its capacity of sub-advisor, shall: (a) perform all research, investigation, analysis and monitoring required in order to provide its investment advice to the Filer, (b) invest all assets in the applicable Portfolio in accordance with the applicable IPS for the Portfolio or specialized instructions from the Filer, (c) have full power to implement purchases and sales of securities (including selection of broker and dealer and the negotiation of commissions, provided that the OCIO seeks to obtain best execution) and to exercise all rights in connection with any such securities including exercising voting rights in connection therewith (d) complete all subscription and redemption rights on behalf of the Filer with the Filer providing the OCIO with such information as may be required to complete such transactions including information relating to anti-money laundering and know-your-client information and (e) collect and maintain know-your-client information in respect of each Donor that has established a DAF or receiving Administrative and Pooling Services to verify the identity of each Donor in order to comply with applicable anti-money laundering and counter-terrorist financing laws.
21. The Filer pays the OCIO monthly fees as set out in the OCIO Agreement which are based on a percentage of assets held in each of the Portfolios.
22. CIBC Mellon Trust Company is the custodian of each of the Portfolios.
23. The Filer is subject to an annual audit by its external auditor, Ernst & Young LLP. Copies of the auditor's report on the Filer are made available on the Filer's website.
24. Any withdrawals made on behalf of a Portfolio require authorization from two executive officers of the Filer.
25. The Filer publishes annually a report (the Annual Report) regarding the progress that the Filer has made towards advancing its strategic goals and vision as well as provides commentary about market performance. The Annual Report and the Annual Financial Statements are posted to the Filer's website prior to June 30 of each year.
Filer Governance -- Board, Investment Committee and Investment Staff
26. The Board may be composed of up to 20 members, with each member serving a three-year term with the ability to renew a term for up to a maximum of 9 years in total. The term of the chair and vice chair of the Board are 2 years. There are currently six subcommittees of the Board, each with separate workplans and terms of reference. The Filer adopts a robust board recruitment and onboarding process and maintains a regularly updated skills matrix for its members which includes investment, social impact, finance, legal and governance experience and community leadership. The Board also seeks to maintain goals of gender parity and racial diversity (a minimum of 50% of members must be Black, Indigenous or of otherwise racialized groups).
27. The Board established the Investment Committee to have oversight over the Portfolios and their management. The Investment Committee meets quarterly to review the performance of (a) the Portfolios, (b) the OCIO and (c) the External IMs. The Investment Committee recommends and monitors the Filer's investment management policies, which are presented to and approved by the Board. The Investment Committee is accountable to the Board. In addition to the Investment Committee, the Filer has a Finance and Audit Committee, a Governance Committee, an Equality Fund Initiative Investment Subcommittee, and Social Impact Investment Committee.
28. The purpose of the Investment Committee is to provide ongoing oversight and monitoring of the Portfolios, including by: (a) setting and recommending asset allocation range limits in accordance with each Portfolio's IPS, (b) identifying and recommending for approval by the Board an OCIO to construct and manage the Portfolios with the ability to select and monitor External IMs (with the assistance and guidance of the OCIO), (c) regularly reviewing investment decisions made by the OCIO and assessing the OCIO's overall performance, (d) regularly updating the Board on the performance and changes in relation to the Portfolios, (e) periodically reviewing the management fees of the OCIO and External IMs, (f) discharging oversight duties with the care, skill prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in conducting an enterprise of like character, (g) taking appropriate steps to consider and resolve conflict of interest issues and report any significant matters to the Board, (h) providing reports of all meetings of the Investment Committee to the Board and (i) ensuring that risk management of the investment management program is informed by both the investment and operational risks to which the Portfolios are exposed, with an objective to minimize operational risks and require appropriate compensation for acceptable investment risks.
29. Members of the Investment Committee are appointed by the Board on the recommendation of the Filer's Governance Committee to serve for a one-year renewable term. The Investment Committee consists of a minimum of 5 and a maximum of 15 members, at least 4 of which must be members of the Board who are not officers or employees of the Filer. The Chair of the Board, the Chief Executive Officer and the Chair of the Finance & Audit Committee of the Filer are ex-officio members of the Investment Committee. The Chair of the Investment Committee is appointed by the Board from the members of the Board. All appointments to the Investment Committee are made in accordance with the Filer's Investment Committee skills matrix which seeks diversity amongst the members of the Investment Committee and sets out minimum education/experience requirements for its members, including but not limited to, financial literacy and a broad knowledge or experience in institutional investment matters.
Administrative and Pooling Services
30. The Filer provides Administrative and Pooling Services to Qualified Charities in order to leverage the Filer's resources to arrange for the provision of high-quality, cost-efficient investment management services to other Qualified Charities that do not have the capacity to access such resources or experience on their own.
31. The Filer offers Qualified Charities the ability to pool their funds and co-invest with the Filer. As described in paragraph 10(c) above, a participating Qualified Charity (i.e., a Pooling Partner) would be entitled to a proportionate share of a return on investment based on the Qualified Client's proportionate share of capital in the Main Pool. The Filer sets its fees associated with the Administrative and Pooling Services on a cost-recovery model pursuant to which fees and expenses paid by the Filer to the OCIO in connection with the services the OCIO provides the Filer in respect of the Main Pool shall be calculated as at the end of each fiscal year and allocated, on an annual basis, to the Filer and each Pooling Partner on a pro rata basis based on the funds the Filer and each Pooling Partner has contributed to the Main Pool.
32. In providing the Administrative and Pooling Services, the Filer:
(a) holds itself out as accepting the funds of Qualified Charities;
(b) agrees to facilitate the investment of those funds (through its OCIO and External IMs);
(c) receives compensation on a cost-recovery basis for its services; and
(d) ensures that Pooling Partners share pro rata with the Filer in income and gains from pooled investments.
33. The Filer uses a separate "in trust for" account for Pooling Partners which it provides Administrative and Pooling Services and does not co-mingle the funds of the Pooling Partners with the Filer's own funds or the funds of any DAF.
34. Prior to accepting a Qualified Charity as a Pooling Partner, the Filer conducts due diligence to confirm the status of the Qualified Charity as a registered charity under the Tax Act or a provincially registered not-for-profit organization as well as whether the Qualified Charity would be a suitable Pooling Partner including to determine whether there exists any significant (a) conflict of interest, (b) mission misalignment, (c) restriction on types of assets that the Qualified Charity may invest in/have exposure to, (d) reputational risk or (e) regulatory concerns and to confirm that the Qualified Charity has a minimum of $1,000,000 of investable assets to contribute to the Main Pool under the Pooling Agreement.
35. Prior to a Qualified Charity entering into a Pooling Agreement with the Filer for Administrative and Pooling Services, the Filer provides written disclosure setting out (a) the relationship between the Filer and the OCIO, (b) that the Pooling Partner will not be considered a client of the OCIO, and (c) that the Pooling Partner will not be able to provide direction to the OCIO in respect of the funds it contributes to the Main Pool under the Pooling Agreement.
36. The Filer holds annual meetings for Pooling Partners at which the Investment Committee and the OCIO make presentations regarding investment performance and market trends/developments as well as answer questions raised by Pooling Partners.
37. The Filer delivers to each Pooling Partner monthly balance statements, quarterly summary reports and asset mix, and documentation in connection with accounting and tax matters relating to the Main Pool and the funds that the Pooling Partner has contributed to the Main Pool under the Pooling Agreement.
38. In connection with the Filer's provision of the Administrative and Pooling Services to the Pooling Partners, the OCIO will:
(a) take reasonable steps to assess the Qualified Charity's financial circumstances, purpose, investment needs and objectives, risk profile, investment knowledge, investment restrictions and investment time horizon;
(b) conduct a suitability determination in respect of a Qualified Charity, and will conduct an additional suitability determination at the time of any significant change to the IPS applicable to the Main Pool or specialized instructions provided by the Filer to the OCIO (and in the event that the OCIO determines that the Main Pool and its investments would no longer be suitable in respect of a Pooling Partner and the terms of the applicable Pooling Agreement, the Filer and the OCIO will meet with the Pooling Partner to review the suitability of the investments and may if considered necessary by the parties, terminate the Pooling Agreement in accordance with its terms); and
(c) will take reasonable steps to keep current the information collected under clauses (a) and (b) above, including updating the information within a reasonable time after becoming aware of a significant change in the Qualified Charity's information and no less frequently than once every 12 months.
39. All relevant marketing and communication materials relating to the Administrative and Pooling Services will be prepared by the Filer in-house and will be subject to a two-stage review and approval process which includes (a) initial review by a senior officer of the Filer and (b) approval by the Chief Executive Officer of the Filer. The Filer will include appropriate warnings and cautions in any presentations to Qualified Charities.
40. Any payments made from a Portfolio require authorization from authorized signing officers and depending on the amount of the pay out, require execution by (a) one senior officer and one executive officer or (b) two executive officers (which must include the CEO or COO and the Chair of the Filer).
Prospectus Requirement
41. As a Pooling Agreement may be considered to be a security within the meaning of the definition of security in the Act, entering into a Pooling Agreement may be considered to be a distribution of a security in the Jurisdiction (a Distribution) and would require the Filer to prepare and deliver a prospectus under the Act unless the Filer was able to rely on an exemption from the prospectus requirement.
42. But for the requirement that a registered charity obtain advice on the Pooling Agreement from an adviser registered under securities legislation of the jurisdiction of the registered charity, a registered charity would have been an "accredited investor" by virtue of paragraph (r) of the definition of "accredited investor" in National Instrument 45-106 Prospectus Exemptions. In addition, Pooling Partners that are not-for-profit organizations but are not registered charities under the Tax Act provide the same charitable services to the broader community as registered charities.
43. Although a Pooling Partner will not receive advice in respect of the Pooling Agreement from a registered adviser, a Pooling Partner will indirectly (through its contribution of funds to the Main Pool) receive advice from the OCIO in respect of the securities that are purchased and sold in connection with the Main Pool's portfolio.
Reasons for Granting the Requested Relief
44. The Filer submitted that it would not be prejudicial to the public interest for the Ontario Securities Commission to grant the Requested Relief for the following reasons:
(a) Offering the Administrative and Pooling Services will directly benefit the charitable sector and further the Filer's positive impact as currently many smaller charities are not able to access or benefit from an external portfolio manager and the services provided by an external portfolio manager at the rates that the Filer is able to obtain.
(b) The provision by the Filer of Administrative and Pooling Services reduces risks and costs of Pooling Parties and enable them to access professional investment advisory services and knowledge that they otherwise would not have access to due to complexity and costs associated with an opportunity to increase their risk-adjusted investment returns on terms comparable to charities with larger endowments.
(c) The Filer is a registered charity and has adopted and adheres to policies, procedures and practices governing its business and operations, including oversight of the Portfolio's performance, establishment and review of the Filer's investment policies, selection of the OCIO, and oversight and monitoring the activities of the OCIO.
(d) The OCIO has considerable internal investment infrastructure and expertise and is responsible for the oversight and monitoring of the Portfolios and the performance of the External IMs.
45. Upon the granting of the Requested Relief, the Filer will be a "market participant" as defined in the Act. As a market participant, among other requirements, the Filer will be required to comply with the record keeping and provision of information provisions under the Legislation, which includes the requirement to keep such books, records and other documents as are necessary for the proper recording of business transactions and financial affairs and the transactions executed on behalf of others and to deliver such records to the principal regulator if required.
The regulator is satisfied that the decision meets the test set out in the act for the regulator to make the decision.
The decision of the regulator under the Act is that the Requested Relief is granted, provided that all of the following conditions are met:
(a) the Filer is a community foundation, and is a Qualified Charity;
(b) the Filer is not a reporting issuer in any jurisdiction of Canada;
(c) the Filer and its directors, officers, employees, contractors and agents will not require, recommend or advise that a Qualified Charity enter into a Pooling Agreement;
(d) the Filer will only provide Administrative and Pooling Services to Qualified Charities through portfolio managers that are registered or exempt from adviser registration under the Legislation;
(e) other than the Administrative and Pooling Services, the Filer will not engage in other discretionary portfolio management;
(f) the Filer enters into an OCIO Agreement relating to the Main Pool with the portfolio manager that will act as OCIO in connection with the Main Pool;
(g) the Filer's OCIO Agreement requires that the OCIO conducts a suitability determination in respect of the Qualified Charity (i) prior to a Qualified Charity entering into an agreement for Administrative and Pooling Services from the Filer and (ii) at the time of any significant change to the IPS of the Filer or specialized instructions provided by the Filer to the OCIO;
(h) the Filer will, in performing the Administrative and Pooling Services:
(i) deal fairly, honestly and in good faith with the Qualified Charities;
(ii) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances;
(iii) prepare any marketing and communication materials relating to the Administrative and Pooling Services to be fair, balanced and not misleading; and
(iv) maintain sufficient financial resources for the proper performance of its business and operations, including the provision of Administrative and Pooling Services;
(i) the Pooling Partner enters into the Pooling Agreement as principal;
(j) before receiving any funds from a Pooling Partner in connection with the provision of Administrative and Pooling Services, the Filer provides the Qualified Charity with a written statement that discloses the following:
(i) the Filer is not registered in any capacity under the Act;
(ii) the Administrative and Pooling Services will be provided by Filer through the OCIO, sub-advisors and External IMs;
(iii) all investment decisions relating to the funds contributed by a Pooling Partner to the Filer pursuant to the applicable Pooling Agreement will be made by the OCIO in accordance with the terms of the OCIO Agreement and the Filer's IPS;
(iv) the anticipated costs and fees associated with the provision of Administrative and Pooling Services by the Filer; and
(v) how and under what circumstances a Pooling Partner may terminate the Administrative and Pooling Services or withdraw its assets from the Main Pool;
(vi) the risks of participating in the Administrative and Pooling Services, including a statement that the statutory rights in section 130.1 of the Act do not apply in respect of the statement or any other document purporting to describe the Administrative and Pooling Services or any other business and affairs of the Filer; and
(vii) the Pooling Partner will not be considered a client of the OCIO and will not be able to provide direction or instruction to the OCIO in respect of any funds the Pooling Partner invests in the Main Pool pursuant to the Pooling Agreement;
(k) the books and records of the Filer and the OCIO will at all times show that the Pooling Partner is the beneficial owner of its Pooling Partner Property;
(l) the Filer holds annual meetings for Pooling Partners as described in paragraph 36 and delivers to each Pooling Partner the reporting described in paragraph 37;
(m) the Filer will not lend money, extend credit or provide margin to any Qualified Charity in connection with the provision of the Administrative and Pooling Services;
(n) if there are 50 or more Pooling Partners, the Filer will file a completed Form 45-106F1 Report of Exempt Distribution in accordance with Part 6 of NI 45-106 for each Pooling Agreement entered into by the Filer with an additional Pooling Partner as if the distribution was made under the accredited investor prospectus exemption;
(o) the first trade of a Pooling Agreement is deemed to be a distribution under the Act;
(p) the Filer will promptly make any changes to its business practices or policies and procedures that may be required to address investor protection concerns that may be identified by the Ontario Securities Commission arising from the provision of the Administrative and Pooling Services;
(q) the Filer will provide to the Ontario Securities Commission, on a timely basis, any report, data, document or information that may be reasonably requested by the Ontario Securities Commission or its staff from time to time as it determines is necessary for the purpose of monitoring compliance with the Act and these conditions, in a format acceptable to the Ontario Securities Commission and its staff; and
(r) this decision will expire on the date that is five (5) years from the date of this decision.
DATED at Toronto on this 12 day of November, 2025.
Application File #: 2024/0358
Fidelity Advantage Bitcoin ETF et al.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from subsection 6.1(1) and section 6.2 of NI 81-102 to permit Fidelity Clearing Canada ULC (FCC), a registered investment dealer, to act as custodian or sub-custodian of the crypto assets and related cash of a representative fund and other existing or future investment funds that invest primarily in crypto assets -- Relief granted from subsection 6.1(1) to permit funds to appoint more than one custodian -- FCC does not qualify to act as custodian or a sub-custodian of the funds under section 6.2 of NI 81-102 because it is not an affiliate of a bank or trust company -- Funds may appoint both FCC to custody crypto assets and another custodian to custody portfolio assets that FCC is not permitted to custody -- Relief granted subject to certain conditions -- National Instrument 81-102 Investment Funds.
National Instrument 81-102 Investment Funds, ss. 6.1(1) and 6.2 and 19.1.
November 7, 2025
The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption pursuant to section 19.1 of National Instrument 81-102 Investment Funds (NI 81-102) from:
(a) subsection 6.1(1) of NI 81-102 to permit (i) the Crypto Assets (as defined below) and the Related Cash (as defined below) of the Funds to be held under the custodianship of FCC and (ii) the Funds to appoint more than one custodian; and
(b) section 6.2 of NI 81-102 to permit FCC to be appointed as custodian or a sub-custodian of the Funds to hold the Funds' Crypto Assets and Related Cash in Canada.
(collectively, the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each other province and territory in Canada (together with Ontario, the Jurisdictions).
Terms defined in NI 81-102, National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Bank means a bank listed in Schedule I, II or III of the Bank Act (Canada).
CIRO means the Canadian Investment Regulatory Organization.
Crypto Assets means anything commonly considered a crypto asset, digital or virtual currency, or digital or virtual token, and includes Bitcoin, Ether, Solanna and XRP.
Crypto Contract means a contract or instrument for the purchase, sale or delivery of a Crypto Asset.
FCC Digital Assets Custody Account means the portion of FDAS' books and records system that records the amount of Crypto Assets held by FDAS in the name of FCC on behalf of its clients.
FDAS means Fidelity Digital Asset Services, LLC.
FDAS Service means the service provided by FDAS comprised of the custody of Crypto Assets and facilitating the purchase, sale and settlement of trades involving Crypto Assets for its clients.
FDAS Wallets means the FDAS omnibus digital wallets holding FDAS clients' Crypto Assets.
Funds means the Representative Fund and each of the other public investment funds now, or in the future, that has appointed, or will appoint, FCC to act as custodian or a sub-custodian under NI 81-102 that holds, or intends to hold, primarily Crypto Assets in its investment portfolio and that is, or will be, managed by a Manager.
Managers means the Representative Manager and each of the investment fund managers of the Funds.
Related Cash means the Fund's cash that is required to purchase Crypto Assets or that is received from the sale of Crypto Assets.
Trust Company means a trust company that is incorporated under the laws of Canada or a Jurisdiction, that is licensed or registered under the laws of Canada or a Jurisdiction, and that has equity, as reported in its most recent audited financial statements, of not less than $10,000,000.
This decision is based on the following facts represented by the Filers, as indicated:
The Managers
1. The Representative Manager is a corporation amalgamated under the laws of the Province of Alberta with its head office located in Toronto, Ontario.
2. The Representative Manager is registered as an investment fund manager in Ontario, Québec and Newfoundland and Labrador, as a portfolio manager in each of the Jurisdictions, as a commodity trading manager in Ontario and as a mutual fund dealer in each of the Jurisdictions.
3. The Representative Manager is the trustee, manager and portfolio adviser of the Representative Fund.
4. The Representative Manager is part of the Fidelity group of companies known globally as Fidelity Investments.
5. Each Manager has been, or will be, formed and organized under the laws of Canada or a Jurisdiction. Each Manager is, or will be, registered under the securities legislation of one or more of the Jurisdictions in such registration categories as are necessary to carry on its business. Each Manager is, or will be, the investment fund manager of one or more of the Funds.
The Funds
6. The Representative Fund is an exchange-traded mutual fund established under the laws of Ontario that was started on November 30, 2021. The units of the Representative Fund are qualified for distribution on a continuous basis pursuant to a long form prospectus filed in accordance with the securities legislation of each Jurisdiction.
7. The investment objective of the Representative Fund is to aim to invest in bitcoin.
8. Each Fund is, or will be, an investment fund established under the laws of Canada or a Jurisdiction. The securities of each Fund are, or will be, qualified pursuant to a prospectus or a simplified prospectus, as applicable, that has been prepared and filed under the securities legislation of one or more Jurisdictions such that the Fund will be a reporting issuer under the securities legislation in one or more of the Jurisdictions.
9. The investment objective and/or strategies of each Fund specifies, or will specify, that the Fund invests, or will invest, primarily in one or more Crypto Assets. The investment by each Fund in each Crypto Asset is, or will be, made in accordance with the securities legislation of each applicable Jurisdiction or in accordance with an exemption granted by Canadian securities regulatory authorities. Each Fund's investments in one or more Crypto Assets are, or will be, as described in the prospectus or simplified prospectus of the Fund.
FCC
10. FCC is registered as an investment dealer in each of the Jurisdictions, a futures commission merchant in Ontario, a dealer (futures commission merchant) in Manitoba and a derivatives dealer in Québec. As an investment dealer, FCC is a member of CIRO. FCC is also approved by CIRO to act as a carrying broker.
11. The head office of FCC is located in Toronto, Ontario.
12. FCC is part of the Fidelity group of companies known globally as Fidelity Investments.
13. Each of FCC, the Representative Manager and the Representative Fund is not in default of securities legislation in any Jurisdiction.
FDAS
14. FDAS is a limited liability trust company organized under New York law authorized pursuant to Section 102-a of the New York Banking Law to engage in all activities described in Sections 96 and 100 of the New York Banking Law, with the exception of accepting deposits and making loans (other than pursuant to the exercise of its fiduciary powers). FDAS provides custody and trade execution services for digital assets. As a New York State-chartered trust company, FDAS is regulated by the New York State Department of Financial Services. FDAS has filed an application with the Office of the Comptroller of the Currency to convert from a NY-state chartered trust company into a national trust bank. Upon approval, FDAS will be regulated by the Office of the Comptroller of the Currency as a national trust bank. In addition, FDAS is registered as a "money services business" with Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury. FDAS is not registered in any capacity in Canada.
15. FDAS does not have an office in Canada.
16. FDAS is also part of the Fidelity group of companies known globally as Fidelity Investments.
The Previous Decision
17. In a prior decision granted by the principal regulator on November 16, 2021, which had a term of two years and was re-issued on November 16, 2023 (the Previous Decision) for a subsequent term of two years, the Filers were granted relief from (i) subsection 6.1(1) and section 6.2 of NI 81-102 to permit FCC to act as custodian or sub-custodian of the Crypto Assets and Related Cash of a Fund and to permit the appointment of more than one custodian (the Custodian Relief), and (ii) paragraph 6.1(3)(b) and section 6.3 of NI 81-102 to permit FDAS to act as sub-custodian of a Fund's Crypto Assets (the Sub-Custodian Relief).
18. As the Previous Decision expires on November 16, 2025, the Filers request a new decision granting the Requested Relief. The Requested Relief consists of only the Custodian Relief. The Sub-Custodian Relief is not needed because FDAS currently satisfies the criteria of a sub-custodian for assets held outside of Canada under NI 81-102.
Appointment of FCC as custodian or sub-custodian of Crypto Assets and Related Cash
19. FCC does not qualify to act as a custodian or a sub-custodian of the Funds under section 6.2 of NI 81-102 because it is not an affiliate of a Bank or a Trust Company.
20. FCC has equity, as reported in its most recent audited financial statements, well in excess of $10,000,000.
21. FCC offers the Funds two services: the custody of Crypto Assets and the ability to enter into Crypto Contracts with FCC, which services include the delivery by FCC to the Fund of Crypto Asset account statements and trade confirmations in compliance with CIRO rules.
22. FCC has entered into a strategic relationship with FDAS to sub-custody the Crypto Assets of its clients, including the Funds, and to permit FCC to fulfill its obligations to its clients including the Funds, by permitting FCC to purchase and sell Crypto Assets through FDAS.
23. In order to permit purchases of Crypto Assets by a Fund to be implemented immediately following receipt of purchase instructions, FCC requires that each purchase of Crypto Assets be prefunded, with the Related Cash held by FCC in accordance with applicable CIRO rules.
24. Given FCC's requirements, including the need to prefund the purchase of Crypto Assets by a Fund, FCC, as custodian or sub-custodian needs to have access to the Fund's Related Cash. If FCC cannot custody or sub-custody the Related Cash held by a Fund, then a Fund will not be able to purchase Crypto Assets from FCC.
25. The Representative Manager would like the Representative Fund to be able to access fully the services offered by FCC and, therefore, would like to appoint FCC to act as the custodian or a sub-custodian of the Crypto Assets and the Related Cash for the Representative Fund. Each Manager would, or will, also like to appoint FCC to act as the custodian or a sub-custodian of the Crypto Assets and the Related Cash for the applicable Fund.
26. FCC will act as the custodian or sub-custodian of the Crypto Assets and the Related Cash for the Funds pursuant to agreements (collectively, the Fund Custodian Agreements) that comply with all of the requirements in Part 6 of NI 81-102, other than the matters covered in the Requested Relief.
27. As FCC does not currently operate a crypto asset custody solution, FCC will appoint FDAS to be a sub-custodian to FCC and to hold each Fund's Crypto Assets pursuant to a custodial services agreement entered into between FCC and FDAS (the Custodial Services Agreement). Each Manager, on behalf of each Fund, will provide written consent to such appointment. The Custodial Services Agreement will comply with the requirements of Part 6 of NI 81-102.
28. Where FCC acts as custodian, it shall indemnify and hold harmless each Fund in respect of all direct loss, damage or expense (a Loss) arising out of any negligence, willful misconduct, fraud, lack of good faith or breach of the standard of care by FCC in respect of the services contemplated under the Fund Custodian Agreement. Where FCC acts as sub-custodian, it shall indemnify and hold harmless the custodian of the Fund in accordance with the terms of the Fund Custodian Agreement between such custodian and FCC. FCC has the right under the Custodian Services Agreement to seek recourse against FDAS in the even such Loss is as a result of a failure by FDAS to comply with its standard of care, subject to the limitations of liability set out in the Custodian Services Agreement.
29. FDAS satisfies the criteria of a sub-custodian for assets held outside of Canada under NI 81-102, including the requirements of Part 6 of NI 81-102 pertaining to the custody of portfolio assets that are Crypto Assets.
30. Each of FCC and FDAS have obtained SOC 2 Type 2 examination reports of their internal management and controls for the most recent audit period and have not identified any material concerns.
31. FDAS operates one or more custody accounts, or FDAS Wallets, for the purpose of holding FDAS clients' Crypto Assets. Pursuant to the Custodial Services Agreement, FDAS will not be permitted to pledge, re-hypothecate or otherwise use any Crypto Assets held as sub-custodian for FCC in the course of its business.
32. FDAS has established and applies policies and procedures that manage and mitigate the custodial risks, including, but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets for which it acts as sub-custodian.
33. If a Fund decides to deposit Crypto Assets for custody, the Fund will contact FCC in order to request, and receive, deposit instructions. FCC will then request the applicable deposit instruction from FDAS. FDAS will generate the deposit instruction and will communicate this instruction to FCC, which FCC then makes available to the Fund. The Fund will then transfer the Crypto Assets to the FDAS Wallets in accordance with the FDAS deposit instruction provided to the Fund by FCC. Upon appropriate confirmation of the deposit by FDAS, FDAS will notify FCC of the updated balance in the FCC Digital Assets Custody Account, and FCC will record the Fund's deposit transaction in its books and records, for display back to the Fund.
34. If a Fund decides to withdraw Crypto Assets from custody, the Fund will contact FCC to initiate a withdrawal transaction by indicating the type, quantity and destination instruction for the Crypto Assets. FCC will relay that information to FDAS to initiate a withdrawal transaction. FDAS will promptly debit the Crypto Asset balance in the FCC Digital Assets Custody Account and will process the withdrawal transaction pursuant to the terms agreed to between FDAS and FCC and in accordance with the instructions provided to FCC by the Fund and to FDAS by FCC. FDAS will provide transaction confirmation to FCC and, in turn, FCC will reflect the Fund's transaction on its books and records, for display back to the Fund.
35. FCC will maintain books and records that will show, among other things, as at the end of each business day, the allocation to each Fund of the Crypto Assets recorded in the FCC Digital Assets Custody Account. Under the Custodial Services Agreement, FCC and FDAS will perform reconciliations on each business day regarding the Crypto Assets held by FDAS for FCC on behalf of its clients.
36. The Crypto Assets sub-custodied by FDAS for a Fund will be held by FDAS in the FDAS Wallets and treated as fungible with the Crypto Assets owned by other custody clients of FDAS. FDAS' books and records system will record the amount of Crypto Assets held by FDAS in the name of FCC on behalf of FCC's clients, including each Fund, under the FCC Digital Assets Custody Account.
37. FDAS manages all private cryptographic keys associated with the Crypto Assets held by a Fund through the FDAS Service and, in accordance with s.6.5.1 of NI 81-102, holds those keys in offline storage unless the Crypto Assets are required to facilitate a portfolio transaction of the Fund.
38. Each Manager is satisfied that FCC and FDAS have specialist expertise and infrastructure relating to the custody of Crypto Assets, have implemented policies and procedures that address the unique risks concerning the safeguarding of Crypto Assets, and maintain robust cyber and physical security practices for their operations.
39. The applicable Manager is responsible for oversight of the work performed by FCC relating to the custody of the Crypto Assets and Related Cash of a Fund. In this regard, each Manager will oversee FCC, including, through FCC, the custodial functions that are performed by FDAS as sub-custodian, and will conduct ongoing reviews of the quality of FCC's services. Each Manager will have the same access to the records of FCC as it would if the Manager itself performed the activities and maintained the records.
40. FCC is responsible for oversight of FDAS, in accordance with its standard of care, relating to the custody of the Crypto Assets of each Fund. FCC will have the same access to the records of FDAS as it would if FCC itself performed the activities and maintained the records.
41. Each Manager believes that the respective insurance carried by FCC and FDAS provides each Fund with such protection in the event of loss or theft of the Fund's Crypto Assets custodied at FDAS that is consistent with the protection afforded by other custodians that store Crypto Assets commercially and is sufficient.
Appointment of Two Custodians
42. The Funds may hold portfolio assets other than Crypto Assets that FCC is not permitted to custody. While FCC may be appointed as sub-custodian of the Crypto Assets of a Fund, that Fund's custodian may not want to engage in a business line that involves Crypto Assets. In addition, it may be operationally challenging for a custodian to appoint sub-custodians that are not part of that custodian's existing custodial network.
43. Each Manager would like the flexibility for each Fund to engage both FCC and another entity as custodian, provided that the other entity is qualified to act as a custodian under section 6.2 of NI 81-102. This will provide flexibility for each Manager to appoint two custodians for the Funds based on each custodian's experience and operational capabilities.
44. FCC's and the other custodian's responsibility for the custody of an applicable Fund's assets will apply only to the assets held by each such custodian on behalf of the Fund (the Relevant Assets). The custodial arrangements between the applicable Fund and each such custodian will comply with the requirements of Part 6 of NI 81-102, subject to this decision and any other applicable exemptive relief.
45. Any appointment of two custodians should have no impact on the safety of the portfolio assets of the applicable Funds while enhancing the ability of the Funds to use experienced custodians for the Relevant Assets and for operational efficiency.
46. Disclosure regarding any appointment of two custodians by a Fund with respect to the Relevant Assets will be included in the prospectus of the Fund that is filed at the next annual renewal.
47. For purposes of complying with condition (g) of this decision, a single service provider, which provides a consolidated service offering to each applicable Fund, together with or directly or indirectly through its affiliates and/or other delegates, will reconcile all the portfolio assets of the Fund and provide the Fund with valuation services and complete daily reconciliations between the custodians before striking a daily net asset value for the Fund.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted provided that:
(a) FCC provides to the principal regulator for the Funds on an annual basis beginning 60 days after the date upon which this decision is first relied upon by a Fund, either (i) a current list of all Funds that are relying on this decision, or (ii) an update to the list of Funds or confirmation that there has been no change to such list;
(b) FCC remains registered as a dealer in the category of investment dealer with the principal regulator and the securities regulators or securities regulatory authority in each of the Jurisdictions and a member of CIRO;
(c) FCC has established and applies written policies and procedures that manage and mitigate the custodial risks, including but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets of a Fund for which it acts as custodian or sub-custodian and promptly notifies the principal regulator of any material cybersecurity breach of such system of controls and supervision that impacts the safeguarding of Crypto Assets of a Fund and what steps have been taken by FCC to address each such breach;
(d) FCC otherwise complies with the requirements applicable to a custodian or a sub-custodian that holds portfolio assets that are Crypto Assets set out in Part 6 of NI 81-102;
(e) Prior to a Fund relying on this decision, FCC provides to a Fund:
(i) a copy of this decision;
(ii) a disclosure statement informing the Fund of the implications of this decision; and
(iii) a form of acknowledgment of the matters referred to in paragraph (f) below, to be signed and returned by the Fund to FCC;
(f) A Fund and its Manager seeking to rely on this decision will, prior to doing so:
(i) acknowledge receipt of a copy of this decision providing the Requested Relief;
(ii) appoint FCC as its custodian, or agree to the appointment of FCC as its sub-custodian, in either case under NI 81-102;
(iii) consent to FCC providing to staff of the principal regulator for the Fund on an annual basis the name of the Fund so long as it relies on this decision; and
(iv) deliver to FCC a signed acknowledgement and agreement binding the Fund to the foregoing.
(g) If a Fund appoints both FCC and another custodian as its custodians, then:
(i) a single entity will reconcile all the portfolio assets of the Fund and will provide the Fund with valuation services and will complete daily reconciliations between the two custodians before striking a daily net asset value for the Fund;
(ii) the applicable Manager will maintain such operational systems and processes, as between the two custodians and the single entity referred to in sub-paragraph (i) above, in order to keep a proper reconciliation of all the portfolio assets that will move between the custodians, as appropriate; and
(iii) each of FCC and the other custodian will act as custodian only for the portion of the portfolio assets of the Fund transferred to it.
Application File #: 2025/0551
SEDAR+ File #: 6338871
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Company Name |
Date of Order |
Date of Revocation |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
|||||
Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
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Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
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iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
||
Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
||
mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
||
FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
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HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
||
Perk Labs Inc. |
April 4, 2024 |
__________ |
|
||
Dye & Durham Limited |
September 30, 2025 |
__________ |
Issuer Name:
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Offering Price and Description:
Underwriter(s) or Distributor(s):
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Filing #06357685
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Filing #06343887
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Principal Regulator -- Alberta
Type and Date:
Offering Price and Description:
Filing # 06360276
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Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06341006
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06310795
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06351062
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06360083
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06354584
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06357253
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06252464
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Company |
Category of Registration |
Effective Date |
|
|||
Change Registration Category |
EVOVEST INC. |
From: Portfolio Manager and Exempt Market Dealer |
November 11, 2025 |
|
|||
|
|
To: Investment Fund Manager, Portfolio Manager and Exempt Market Dealer |
|
|
|||
Voluntary Surrender |
TOBAM S.A.S. |
Restricted Portfolio Manager |
November 14, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
PRIVITI CAPITAL CORPORATION |
Investment Fund Manager |
November 13, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
Galibier Capital Management Ltd. |
Investment Fund Manager, Portfolio Manager and Exempt Market Dealer |
November 14, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
TERA CAPITAL CORPORATION |
Investment Fund Manager, Portfolio Manager and Exempt Market Dealer |
November 14, 2025 |
Canadian Investment Regulatory Organization (CIRO) -- Amendments to UMIR Respecting Contingent Derivative Orders -- Notice of Commission Approval
The Ontario Securities Commission has approved CIRO's proposed amendments to the Universal Market Integrity Rules (UMIR) that facilitate the execution of an order for a listed security or quoted security that is contingent on the execution of one or more trades in a listed derivative that is also a related derivative (Amendments).
The Amendments:
• add a definition of a "Contingent Derivative Order" in UMIR 1.1,
• add a designation for a "Contingent Derivative Order" in UMIR 6.2, and
• amend various definitions and provisions of UMIR to reflect the introduction of a "Contingent Derivative Order".
CIRO published the Amendments for comment on February 27, 2025. Two comment letters were received. No changes were made to the Amendments in response to the comments received. A summary of the public comments and CIRO's responses to those comments, as well as the CIRO Implementation Bulletin including text of the Amendments, can be found at www.osc.ca.
The Amendments will be effective on December 15, 2025.
In addition, the Alberta Securities Commission; the Autorité des marchés financiers; the British Columbia Securities Commission; the Financial and Consumer Affairs Authority of Saskatchewan; the Financial and Consumer Services Commission of New Brunswick; the Manitoba Securities Commission; the Northwest Territories Office of the Superintendent of Securities; the Nova Scotia Securities Commission; the Nunavut Office of the Superintendent of Securities; the Office of the Superintendent of Securities, Digital Government and Services, Newfoundland and Labrador; the Office of the Yukon Superintendent of Securities; and the Prince Edward Island Office of the Superintendent of Securities have either not objected to or have approved the Amendments.
CIX Trading Inc. -- Initial Operations (Alternative Trading System) -- Notice and Request for Comment
OSC staff (Staff) are publishing today a Notice of Initial Operations and Request for Comment (Notice) from CIX Trading Inc. (CIX), which intends to operate an alternative trading system (ATS).
A full description of the proposed operations of CIX is contained in the Notice. While comments are requested on all aspects of the Notice, Staff note the following features that CIX intends to offer that are novel in the context of the Canadian capital markets. Staff specifically request comment on these novel features, including potential impacts on the operations of dealers, investors and the Canadian capital markets generally.
CIX will offer three distinct trading books: two hybrid lit books (ASPEN and ASPEN VERT) and one dark book (ASPEN MIDPOINT). CIX has partnered with Imperative Executions Inc. (Imperative), which operates the IntelligentCross ATS in the United States. Each of CIX's books will utilize Imperative's trade matching mechanism, which calculates matching schedules throughout a trading session based on an overnight optimization process that utilizes historical trading statistics.
A summary of the three key novel aspects is as follows:
Mixed lot central limit order book (CLOB)
ASPEN will offer the interaction of board lots and odd lots in a combined mixed lot CLOB that allows users to set their minimum order size to one. This functionality is unique in Canada as marketplaces that currently offer odd lot trading do so by means of a special terms book dedicated to odd lot trading that does not interact with the regular order book, not via a combined mixed lot CLOB. Tradeable orders entered on ASPEN can have a minimum size condition (e.g., minimum fill of 100 shares), but passive orders resting in the CLOB cannot.
Fractional and Odd Lot Trading
ASPEN VERT will support fractional and odd lot trading in a combined fractional / odd lot special terms book. Fractional shares enable investors to diversify their portfolios by utilizing their available funds to invest in a broader range of issuers. Incoming tradeable fractional and odd lot orders will automatically execute against a Fractional Liquidity Provider (FLP) at the opposite side of the market (e.g., at the national best offer price for a fractional buy order). An FLP will be obliged to provide coverage for both odd lots and fractional lot trades for their assigned securities. Fractional orders only trade with the designated FLP (or the customer's broker FLP as described below). They do not trade with other orders in the book.
ASPEN VERT will support entry of fractional orders that are not tradeable, which will be entered in a book. They will become tradeable once their limit price is the price of the opposite side of the market, at which time they will automatically be executed against an FLP.
Staff are aware that certain Canadian dealers already provide fractional share trading to their clients within dealer's internal books. ASPEN VERT will be the first Canadian marketplace to support fractional share trading. Subscribers trading fractionals will be able to rely on broker preferencing and make an election to use only their own broker liquidity to execute against their incoming fractional orders.
Extended Hours of Operation
The continuous trading session (also known as regular trading hours) will run from 7:00 am to 8:00 pm on the ASPEN books. The extended trading hours will require CIX to determine appropriate clearing arrangements and market surveillance with the Canadian Depository for Securities Limited and CIRO, respectively, to resolve. This is described in the notice.
CIX Trading Inc. (CIX) intends to begin operating an alternative trading system (ATS). This Notice of Initial Operations Report is being published in accordance with National Instrument 21-101 Marketplace Operation (NI 21-101) and the process set out in the Process for the Review and Approval of the Information Contained in Form 21-101F2 and the Exhibits Thereto (ATS Protocol). Marketplace participants are invited to provide feedback on the information provided in this Notice. Comments should be in writing and submitted byJanuary 5, 2026 to:
Trading & Markets DivisionOntario Securities Commission22nd Floor20 Queen Street WestToronto, ON M5H 3S8tradingandmarkets@osc.gov.on.ca
And
Anastassia TikhomirovaHead, Regulatory & LegalCIX Trading Inc.120 Adelaide Street West, Suite 2210Toronto, ON M5H 1T1legal@theCIX.ca
Comments received will be made public on the OSC website. Upon completion of the review by OSC staff, and in the absence of any regulatory concerns, a notice will be published to confirm the completion of Commission staff's review and to provide the intended date for the commencement of operations of CIX, subject to its approval as a CIRO Dealer Member and registration as an investment dealer.
If you have any questions concerning the information below please contact Anastassia Tikhomirova, Head, Regulatory & Legal, CIX, at anastassia@theCIX.ca.
Overview
CIX's mission is to foster innovation within the Canadian equity capital markets by enhancing market efficiency, improving liquidity, and increasing accessibility across investor segments. We aim to close the innovation gap between Canadian and U.S. equity trading markets by leveraging proven, and market tested technology, implementing a modern market structure, and driving product innovation. Our on-marketplace fractional trading and extended trading hours are designed to broaden retail investor participation in Canadian equities and align with evolving global innovations.
CIX's approach has been informed by deep engagement with stakeholders and a firm commitment to regulatory compliance. We aim to complement existing market infrastructure, introduce meaningful innovation, and contribute positively to the evolution of the Canadian capital markets-delivering benefits to both investors and the broader financial ecosystem.
At launch, the CIX ATS will offer three trading books, two lit books and one dark book. Each book will have a distinct fee structure and each book is designed to enhance market efficiency, liquidity, and accessibility through innovative functionality and leading trade matching technology.
All references to time in this notice are to Eastern Standard Time (ET).
CIX's three distinct trading books are described below:
1. CIX IntelligentCross ASPEN (ASPEN)
ASPEN is a hybrid lit book that offers limited hidden order functionality. In addition, ASPEN offers the interaction of board lot and odd lot orders in a combined mixed lot central limit trading book (CLOB) and, for certain order types, allows users to set their minimum trading quantity to one.
ASPEN offers Extended Hours and operates from 7:00AM to 8:00PM.
2. CIX IntelligentCross ASPEN VERT (ASPEN VERT)
ASPEN VERT is a hybrid lit book that offers limited hidden order functionality. In addition to trading board lots and odd lots, ASPEN VERT also offer trading in fractional quantities of less than one whole share (CIX Fractional Trading)
ASPEN VERT offers the same extended trading hours as ASPEN and is open from 07:00AM to 8:00PM.
3. CIX IntelligentCross ASPEN Midpoint (MIDPOINT)
MIDPOINT is a dark book that only allows interactions between dark midpoint peg orders.
As ASPEN and ASPEN VERT are near continuous limit order books with periodic matches, they are not considered to offer "automated trading functionality", and an order on ASPEN and on ASPEN VERT will not be a protected order as such term is defined in National Instrument 23-101 Trading Rules.
All orders on MIDPOINT are dark orders and therefore will not be protected orders.
Key features across all three CIX trading books are summarized in the following table.
CIX IntelligentCross Trading Books |
|||
Key Highlights Summary |
|||
|
|||
|
ASPEN |
ASPEN VERT |
MIDPOINT |
|
|||
Trading Hours (ET) |
7:00AM to 8:00PM |
9:30AM to 4:00PM |
|
|
|||
Trading Model |
Near-Continuous Market (Matching schedule throughout the trading session calibrated to microseconds) |
Near-Continuous Market (matching schedule throughout the trading session calibrated to milliseconds) |
|
|
|||
Securities Traded |
All Canadian listed securities (TSX, TSXV, CBOE, CSE) |
||
|
|||
Matching Priority |
Price/Broker/Display/Time |
||
|
|||
Time Bands for Matching Schedules{*} |
minimum 150 microseconds |
maximum 900 microseconds |
|
|
minimum 200 microseconds |
maximum 2 milliseconds |
|
|
|||
Minimum Resting Period{*} |
n/a |
Randomized with minimum of 200 microseconds and a maximum of 200 milliseconds |
|
|
|||
Duration |
Day, IOC |
Day, IOC, GTT |
|
|
|||
Displayed Orders |
Limit, Post Only ALO, Primary Peg, Iceberg |
n/a |
|
|
|||
Non-Displayed Orders |
IOC, Hidden, Market Peg & Iceberg (reserve portion) |
Midpoint Peg Day, IOC, GTT |
|
|
|||
Fractional Trading & Odd Lots |
Odd Lots supported |
Fractionals & Odd Lots supported |
n/a |
|
|||
Board/Odd Lot Interaction |
Board/Odd Lot Interaction (min quantity of 1) |
n/a |
|
|
|||
Fee Model |
Make/Take |
Take/Make |
Pay/Pay |
{*} Matching times for ASPEN, ASPEN VERT, and MIDPOINT orderbooks are expected calibration settings and may be adjusted once trading is live.
Access
Subscribers
Each Subscriber must:
• be a Canadian Investment Regulatory Organization (CIRO) dealer member in good standing
• be a Canadian Depository of Securities (CDS) Participant or have a clearing arrangement with an entity that is a CDS Participant
• execute all applicable CIX agreements before being granted access to CIX's systems.
Access to CIX Technology
Subscribers can access CIX systems through third party technology providers using the Financial Information Exchange (FIX) protocol. CIX currently supports FIX 4.2.
CIX's three trading books operate independently and Subscribers are not required to subscribe to all three and may choose to subscribe to one, two, or three of CIX's trading books.
CIX retains the services of network service providers to provide networking services and on-site assistance in the Equinix TR2 data center in Toronto (TR2) where the CIX equipment is hosted. CIX Subscribers may connect to CIX through network service providers that have a presence in TR2.
CIX facilitates redundant cross-connect connectivity access to all Subscribers who are co-located in the same data centre as CIX's trading engine.
Access to CIX:
Hours of Operation (ET)
The MIDPOINT book is open from 9:30AM to 4:00PM for Standard Trading Hours.
The ASPEN and ASPEN VERT books offer two extended trading hours sessions and are both open from 7:00AM to 8:00PM.
The Extended Morning Hours session runs from 7:00AM to 9:30AM and the Extended Evening Hours sessions runs from 4:00PM to 8:00PM (together, referred to as Extended Hours).
During Extended Hours, only available on ASPEN and ASPEN VERT, CIX will accept Iceberg, Market orders and Limit orders (all as defined below). In all cases, the orders must be Day or IOC orders.
Ineligible orders entered by Subscribers during Extended Morning Hours and Extended Evening Hours will be rejected. Order types that are not eligible for Extended Hours but that remain unexecuted at 4:00PM will be cancelled back to the Subscriber and will not be permitted to remain in the ASPEN and ASPEN VERT trading books during the Extended Evening Hours.
Note that any orders entered by Subscribers during extended hours on MIDPOINT will be rejected. Only ASPEN and ASPEN VERT will accept orders during Extended Hours.
At the time of publication, CIX is in discussion with CIRO to ensure appropriate market surveillance will be in place at launch covering CIX's Extended Hours.
CIX HOURS OF OPERATION |
||||
(ET) |
||||
|
||||
Session |
ASPEN |
ASPEN VERT |
MIDPOINT |
|
|
||||
Pre-open |
06:30AM |
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|
||||
Extended Morning Hours |
7:00AM to 9:30AM |
|
n/a |
|
|
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|
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07:00AM to 9:30AM |
|
|
|
||||
Open |
7:00AM |
|
09:30AM |
|
|
||||
Close |
8:00PM |
|
4:00PM |
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|
||||
|
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8:00PM |
|
|
|
||||
Extended Evening Hours |
4:00 to 8:00 |
|
n/a |
|
|
||||
FRC Clean-up Trade |
n/a |
8:00PM to 8:10PM |
n/a |
|
Matching Process and Priority
Summary
Order entry, order matching, and trade executions on CIX trading books are fully automated. Orders are entered electronically by Subscribers and match according to the established, non-discretionary methods embedded in the CIX matching engine.
The CIX matching engines for all three trading books are powered by IntelligentCross technology customized for the Canadian market.
Matching Priority
Orders are matched based on price/broker/display type/time priority. Displayed orders have priority over non-displayed orders at the same price. Priority is maintained if the display quantity is amended to the lesser amount of the previously displayed quantity. Priority will be lost if the display quantity is increased.
Matching Process
All Subscribers are treated the same and no Subscriber is given any type of priority through the matching process. Trade matching (the Match Event) occurs in very frequent, extremely short, intervals. Match schedules are defined by minimum and maximum time bands (Match Event Intervals) for each security.
In the MIDPOINT book, the Match Event Intervals are a minimum of 200 microseconds, customized for each security with the minimum resting period not exceeding 200 milliseconds.
In the ASPEN and ASPEN VERT books, the Match Event Intervals range from 150 microseconds to 900 microseconds. These are customized for each security but predetermined for each trading day. For example, on a given day, the match event time for XYZ stock might be set between 450 microseconds and 600 microseconds. The actual match time is randomly chosen within this time range during the trading day. Any order for a security that arrives prior to a Match Event for that security (and that has not been canceled, become unmarketable, or been repriced prior to the Match Event) will be eligible to participate in that Match Event.
Match Events are scheduled continuously while the CIX trading books are in a matchable state. A matchable state means that there is an order on each side eligible to match. If there are no orders for a security in the book, or only orders on one side of the book, no Match Event will be scheduled. An incoming order that will make the book potentially matchable will trigger the scheduling of a Match Event if one has not already been scheduled.
Minimum Resting Periods
There is no minimum resting period on ASPEN and ASPEN VERT.
On MIDPOINT, orders must rest in the trading book for a minimum period of time to be eligible to participate in a Match Event. Minimum resting periods are determined by CIX and set in a security-specific fashion, similar to Match Events. The purpose of these minimum resting periods is to reduce adverse selection. The minimum resting period will not exceed 200 milliseconds. Specific resting periods will not be publicized.
Matching Schedules
The CIX matching engine calculates security specific matching schedules using an optimization process that takes into account historical performance data, including matches from previous days. Each security has its own unique matching schedule, designed to maintain price stability after Match Events. The optimization process considers factors like volatility, spreads, daily trading volume, price stability, and other market data from how the security has traded recently, both in the market and on the CIX trading books. The MIDPOINT model also takes into account matches from the current day and may adjust the matching schedule intra-day.
ASPEN and ASPEN VERT Matching Schedule
Matching schedules on ASPEN and ASPEN VERT are calculated on a daily basis using an overnight optimization process that uses historical performance measurements from prior days' matches. Each day starts with a fixed matching schedule for each security that does not change throughout the day. Specific matching schedules will not be publicized.
MIDPOINT Matching Schedule
The matching schedule on MIDPOINT for a security may change overnight, or during the trading day, if such a change is necessary to maximize price stability after Match Events. While the matching schedule for a security may change during the trading day, the model governing the optimization process does not change throughout the trading day. The optimization process takes into account publicly available market data such as prior trades and NBBO quotes. There is no human intervention or discretion involved in any change to the matching schedule during the trading day, and any such change does not alter any conditions (including price) of any orders nor is it aware of or responsive to any customer specific information.
Order Types and Features
Time in Force / Duration Options |
|
|
|
Day |
• Available on all three trading books |
|
• Day orders expire at Close (4:00PM ET MIDPOINT, and 8:00PM ET for eligible ASPEN and ASPEN VERT Day orders. |
|
|
Immediate or Cancel (IOC) |
• Available on all three trading books |
|
• Eligible for Extended Hours trading on ASPEN and ASPEN VERT |
|
• IOC orders participate in exactly one match cycle and will either be fully filled, partially filled with unfilled remainder cancelled back, or cancelled back with nothing done. |
|
|
Good Till Time (GTT) |
• GTT orders are only available in the MIDPOINT dark book |
|
• GTT orders must be entered with a specific time of expiry (ExpireTime) in seconds (up to millisecond precision available) |
|
• Upon receipt in the trading book, GTT orders are held for the amount of time specified at the time of order entry and if the order is not executed before the expiry time, are canceled |
Attribution
All orders are defaulted to be attributed to the Subscriber's broker number. Subscribers may choose to select the anonymous marker if attribution is not desired. Anonymous orders will be represented under Broker #001 on all public data feeds. Anonymous orders are not eligible for broker preferencing.
Description of Order Types
(1) LIMIT ORDER |
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|
||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
yes |
yes |
yes |
|
||
• A limit order is a limit order to buy or sell a listed security at a specific price equivalent to, or better than the limit price (Limit order). |
||
(1a) HIDDEN LIMIT ORDER |
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|
||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
yes |
yes |
no |
|
||
• A hidden limit order is a Limit order submitted with the entire order's volume hidden (Hidden Limit). |
||
• The Hidden Limit is not displayed in trading books and does not have priority over a displayed order such as a Limit or Passive Peg Limit order at the same price, independent of time of arrival. |
||
• Hidden Limits can execute in partial fills. |
||
• A Hidden Limit order rests "hidden" at the limit price in the trading book. |
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(2) MARKET ORDER |
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||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
yes |
yes |
no |
|
||
• A market order is an order to buy or sell a security immediately (Market order) at the best available price within the national best bid and best offer (NBBO) |
||
• If all or part of a Market Day order cannot be filled, the remaining part will get re-priced to a max limit price subject to OPR and not create a locked quote with another market |
||
(3) PRIMARY PEG ORDER |
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|
||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
yes |
yes |
no |
|
||
• A primary peg order is an order that dynamically adjusts (i.e. "pegs") to the NBBO, where buy orders peg to the protected national best bid (NBB) and sell orders peg to the protected national best offering (NBO) (Primary Peg order). |
||
• A Primary Peg order will match at the near side of the protected NBBO (subject to the limit price) meaning the closest side of the Primary Peg order's direction in relation to the NBBO quote. For example, the near side of the quote for a Primary Peg buy order would be pegged to the bid-side of the NBBO, whereas the near side of a Primary Peg sell order would be pegged to the offer-side of the NBBO. |
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(4) MARKET PEG ORDER: |
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|
||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
yes |
yes |
no |
|
||
• A market peg order is an aggressive order that is pegged to the protected NBBO, where buy orders peg to the protected NBO and sell orders peg to the protected NBB.(Market Peg order). |
||
• Market peg orders are non-display only |
||
(5) MIDPOINT PEG ORDER |
||
|
||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
no |
no |
yes |
|
||
• Midpoint peg orders are dark order types that only match at the midpoint price between the NBBO (Midpoint Peg orders). |
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• Midpoint Peg orders may be submitted with or without a limit price. |
||
• Minimum and maximum quantity settings are supported. |
||
• Midpoint Peg orders may be submitted with Day, IOC, or GTT duration instructions. |
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|
||
Duration specific features: |
||
• Day Midpoint Peg orders are automatically cancelled back at the Close if unfilled. |
||
• IOC Midpoint Peg orders are automatically cancelled back within 100 milliseconds of receipt. |
||
• GTT Midpoint Peg orders must specify an expiry time in seconds with up to millisecond precision. |
||
(6) ADD LIQUIDITY ONLY (ALO) |
||
|
||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
yes |
yes |
no |
|
||
• Limit orders and Primary Peg orders can be designated as add liquidity only (ALO) upon order entry. |
||
• Limit orders and Primary Peg orders designated as ALO will rest in the book and will not interact with contra-side orders already on the book at the same price or better price unless the ALO designated order adds liquidity to the book. |
||
• ALO orders must be entered with Day duration. |
||
(7) ICEBERG ORDER |
||
|
||
ASPEN |
ASPEN VERT |
MIDPOINT |
|
||
yes |
yes |
no |
|
||
• An iceberg order is an order submitted with undisclosed volume with a defined displayed portion (Iceberg order). |
||
• As the displayed portion is executed, the displayed value is replenished with either a static value or random value from the reserve quantity in board lots. |
||
|
||
Mixed lot Iceberg Orders: |
||
• Mixed lot Iceberg orders within the ASPEN and ASPEN VERT trading books are accepted as long as the minimum display size is at least one board lot. |
||
• On ASPEN, the remainder odd lot portion of the mixed lot order will fill against any other matchable order once the board lot display portion has been fully filled. |
||
• On ASPEN VERT, the remainder odd lot portion of the mixed lot order will fill against the symbol's assigned FLP. |
||
|
||
Key feature settings to note: |
||
• The display (display replenishment) value must be less than the total order quantity |
||
• If the display value is more than the total order quantity the total order quantity is displayed |
||
• The display value is ignored on orders that are ineligible for display |
||
• If the display value is set to 0 on a visible order, it will cause the entire order to be hidden |
||
Iceberg Order Examples
Iceberg Orders -- Randomized display range:
Iceberg Order (randomized) Example: |
|
|
|
|
|
||||
|
QTY |
BID |
OFFER |
QTY |
|
||||
NBBO |
10,000 |
$5.00 |
$5.10 |
5,000 |
|
||||
Action: Subscriber enters an iceberg buy order at limit $5.05 for 1,000 shares, using a display range of 200 |
||||
|
||||
Randomization can display the order within 200 shares of the max floor (1,000) of the order |
||||
|
||||
CIX ASPEN -- Iceberg Order |
1,000 (Display Range 200) -- Displaying 800 |
$5.05 |
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|
||||
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||||
Market Quote Update: |
800 -- Displayed |
$5.05 |
$5.10 |
5,000 |
|
|
|
|
|
|
||||
Action: Subscriber enters an order to sell 800 shares at limit $5.05 |
||||
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||||
|
QTY |
PRICE |
|
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|
||||
Trade Match update: |
800 |
$5.05 |
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||||
Iceberg (display) randomized replenishment |
200 |
$5.05 |
|
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||||
|
QTY |
BID |
OFFER |
QTY |
|
||||
Market quote update: |
200 |
$5.05 |
$5.10 |
5,000 |
Mixed Lot Iceberg Orders -- ASPEN:
ASPEN -- Mixed Lot Iceberg Order Example: |
|
|
|
|
|
||||
|
QTY |
BID |
OFFER |
QTY |
|
||||
Market Quote |
5,000 |
$10 |
$11 |
5,000 |
|
||||
Action: Subscriber enters an order to bid $10.05 for 5250 shares, with an iceberg display of 1,000 at a time |
||||
|
||||
Market Quote update |
5,250 (Display 1,000) |
$10.05 |
$11 |
5,000 |
|
||||
Action: Subscriber enters an order to sell 5,200 shares with limit $10.05 |
||||
|
||||
|
|
|
|
|
|
||||
|
QTY |
PRICE |
|
|
|
||||
Trade Match update: |
5,200 |
$10.05 |
|
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|
||||
|
|
|
|
|
|
||||
|
QTY |
BID |
OFFER |
QTY |
|
||||
Market quote update: |
50 |
$10.05 |
$11 |
5,000 |
|
||||
Action: Subscriber enters an order to sell 1,000 shares with limit $10.05 |
||||
|
||||
|
QTY |
PRICE |
|
|
|
||||
Trade Match update: 50 shares match, with the sell order leaving 950 shares remaining at their price limit |
50 |
$10.05 |
|
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|
||||
|
|
|
|
|
|
QTY |
BID |
OFFER |
QTY |
|
||||
Market Quote update |
5,000 |
$10.00 |
$10.05 |
950 |
Mixed Lot Iceberg Orders -- ASPEN VERT:
ASPEN -- Mixed Lot Iceberg Order Example: |
|
|
|
|
|
||||
|
QTY |
BID |
OFFER |
QTY |
|
||||
Market Quote |
5,000 |
$10 |
$11 |
5,000 |
|
||||
Action: Subscriber enters an order to bid $10.05 for 5250 shares, with an iceberg display of 1,000 at a time |
||||
|
||||
Market Quote update |
5,250 (Display 1,000) |
$10.05 |
$11 |
5,000 |
|
||||
Note: 5,200 iceberg-ed in ASPEN VERT board lot book at limit $10.05; 50 shares bid in ASPEN VERT fractional odd lot book at limit $10.05 |
||||
|
||||
|
|
|
|
|
Action: Subscriber enters an order to sell 5,200 shares with limit $10.05 |
||||
|
||||
|
QTY |
PRICE |
|
|
|
||||
Trade Match update: 5,200 shares match at $10.05, leaving buy order with 50 shares bidding in the fractional-odd lot ASPEN VERT book |
5,200 |
$10.05 |
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QTY |
BID |
OFFER |
QTY |
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Market Quote update: ASPEN VERT board lot book |
50 |
$10.05 |
$11 |
50 |
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Action: Subscriber enters an order to sell 1,000 shares with limit $10.05 |
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QTY |
BID |
OFFER |
QTY |
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Market Quote update: ASPEN VERT board lot book |
500 |
$10.00 |
$10.05 |
1,000 |
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QTY |
PRICE |
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Trade Match update: 50 shares match, with the buy order matching against the assigned FLP as the quote is now marketable at the Subscriber's odd lot |
50 |
$10.05 |
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(8) BYPASS ORDER |
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ASPEN |
ASPEN VERT |
MIDPOINT |
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yes |
yes |
no |
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• Orders sent that are marked bypass will only interact with the displayed liquidity available and bypass any hidden or reserve quantity in the trading book (Bypass order). |
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(9) FRC ORDER |
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ASPEN |
ASPEN VERT |
MIDPOINT |
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no |
yes |
no |
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• An FRC order is an ASPEN VERT specific order for Fractional shares used only to satisfy a Fractional Imbalance post Close (FRC order). |
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• The FRC order is used to round out a Subscriber's end of day Fractional Imbalance to whole shares ensuring that a Subscriber ends the day with no Fractionals. |
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• An FRC order is a Market order and will only be auto-executed by the Fractional Liquidity Provider (FLP) during the Fractional Session from 8:00PM to 8:10PM at the derived fractional closing price (DFCP). |
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• If an FLP trades with multiple Subscribers, the FLP will auto-execute and offset against each Subscriber's FRC order entry in order to satisfy the Fractional Imbalance, rounding out to one whole share. As a Fractional Imbalance will always be less than a whole share, FRC orders will always be for a fractional quantity (up to 6 decimal places) and will execute at the DFCP calculated as described below. |
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DFCP Calculation Methodology: |
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1) If the ASPEN VERT last sale price is within the last 30 minutes of the trading session, the DFCP is set to the last sale price. |
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2) If there is no last sale price within the last 30 minutes of the trading session, the DFCP is set to the midpoint of the time weighted average price (TWAP) between the BBO over the last 30 minutes of trading. |
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3) If there is a one-sided quote with only a best bid or only a best offer within the last 30 minutes, then the DFCP is set to the last fractional traded price. |
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4) If there is no last sale price and there is no BBO within the last 30 minutes, the DFCP is set to the last fractional traded price. |
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Interaction Details
Interaction of Odd Lots and Board Lots
ASPEN VERT
The ASPEN VERT book supports board lots only within its CLOB and has a separate odd lot book to support odd lot trading (including fractional shares).
MIDPOINT
The MIDPOINT book supports board lot orders only.
ASPEN
The ASPEN book supports board lot and odd lot interaction within its CLOB. Subscribers using non-display orders and orders with an IOC time duration may set their minimum quantity to as low as one share. In the ASPEN CLOB, board lot orders, odd lot orders and mixed lot orders are subject to and follow the same priority logic. Minimum quantity is not supported on visible resting displayed orders. Please refer to the example below.
Odd Lot / Board Lot Interaction -- Min Qty 1 |
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Broker ID |
QTY |
BID |
ASK |
QTY |
Broker ID |
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Market Depth |
29 |
1,010 |
$10.00 |
$10.05 |
900 |
45 |
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97 |
505 |
$10.00 |
$10.06 |
805 |
97 |
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45 |
200 |
$9.99 |
$10.07 |
700 |
29 |
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Action: |
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New Buy order from Broker 29 enters book for 125 shares with a limit of $10.05 |
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Odd Lot / Board Lot Result: |
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125 shares at $10.05 transacts against Broker 45, leaving 775. |
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Market Quote Update: |
Broker ID |
QTY |
BID |
ASK |
QTY |
Broker ID |
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29 |
1,010 |
$10.00 |
$10.05 |
775 |
45 |
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97 |
505 |
$10.00 |
$10.06 |
805 |
97 |
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45 |
200 |
$9.99 |
$10.07 |
700 |
29 |
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Odd Lot and Fractional Trading on ASPEN VERT
CIX offers its Subscribers trading in fractional quantities on ASPEN VERT (CIX Fractional Trading), which, in addition to its board lot only CLOB, offers a combined fractional and odd lot book. Any order for less than one whole share is a fractional share order. Fractional orders are accepted with up to six decimal places.
CIX will publish a list of eligible symbols on its website. CIX will determine symbol eligibility in consultation with Subscribers participating in CIX Fractional Trading.
CIX will assign a Fractional Liquidity Provider (FLP) to each symbol that is eligible for CIX Fractional Trading. It is possible for an eligible symbol to have more than one FLP, in which case, one of the FLPs will always be assigned as the symbol's primary FLP.
FLPs support both odd lots and fractional quantities within our CIX ASPEN VERT book. Orders for odd lots and fractional quantities are auto-executed in full when they become marketable at the NBBO. Fractional and odd lot orders can only trade against a FLP through either auto-execution or via broker preferencing. Orders with fractional quantities can only execute against an FLP and never against another order with a fractional quantity.
Marketable Fractional Odd Lot -- Auto Execution -- Example:
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Multiple FLPs on eligible symbol XYZ |
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BID |
OFFER |
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NBBO |
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$10.00 |
$10.05 |
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BROKER |
QTY |
BID |
OFFER |
QTY |
BROKER |
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ASPEN VERT |
Fractional-Odd Lot Book |
59 |
1.5 |
$9.99 |
$10.06 |
1.75 |
49 |
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55 |
2.25 |
$9.95 |
$10.10 |
3.35 |
26 |
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52 |
5 |
$9.90 |
$10.15 |
11 |
45 |
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Assigned FLPs -- Symbol XYZ |
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Broker 41 -- Primary FLP |
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Broker 38 -- FLP |
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Broker 63 -- FLP |
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Fractional Odd Lot Order: |
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Action: |
A fractional odd lot is entered by Broker 25 to buy 2.25 at market. Broker 25 needs a FLP for auto-execution and the Primary FLP is Broker 41 |
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Result: |
Broker 25's 2.25 buy order will auto-execute against Broker 41 as they are the Primary FLP on eligible symbol XYZ |
BROKER |
QTY |
PRICE |
BROKER |
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25 |
2.25 |
$10.05 |
41 |
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Broker preferencing will be supported on both odd lots and fractional share quantities within the CIX ASPEN VERT order book. Broker preferencing only applies if the broker is also a recognized FLP on the symbol.
Marketable Fractional Odd Lot -- Broker Preferencing -- Example
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Multiple FLPs on eligible symbol XYZ |
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BID |
OFFER |
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NBBO |
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$10.00 |
$10.05 |
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BROKER |
QTY |
BID |
OFFER |
QTY |
BROKER |
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ASPEN VERT |
Fractional-Odd Lot Book |
59 |
1.5 |
$9.99 |
$10.06 |
1.75 |
49 |
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55 |
2.25 |
$9.95 |
$10.10 |
3.35 |
26 |
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52 |
5 |
$9.90 |
$10.15 |
11 |
45 |
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Assigned FLPs -- Symbol XYZ |
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Broker 41 -- Primary FLP |
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Broker 38 -- FLP |
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Broker 63 -- FLP |
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Fractional Odd Lot Order: |
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Action: |
A fractional odd lot is entered by Broker 63 to buy 2.25 at market |
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Result: |
Broker 63's 2.25 buy order will auto-execute against Broker 63 as they are an assigned FLP on eligible symbol XYZ |
BROKER |
QTY |
PRICE |
BROKER |
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63 |
2.25 |
$10.05 |
63 |
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Fill processing: Broker 63 Buy order receives order execution fill message at $10.05
Fill processing: Broker 63 FLP receives auto-execution trade report at $10.05
End of Day Fractional Imbalance
CIX provides a FIX drop copy to all its Subscribers. In addition, CIX has implemented a Fractional subledger system (Fractional Subledger) which allows Subscribers to receive real-time messaging throughout the trading session. The FIX drop copy and the Fractional Subledger both provide net trading share count summary information per symbol per Subscriber.
Note that the Fractional Subledger is provided by CIX as a courtesy service to CIX Subscribers that participate in Fractional Trading. It is each Subscriber's independent responsibility to ensure the accuracy of their positions and therefore, the Fractional Subledger should not be relied upon by Subscribers as the sole representation of their respective fractional holdings which is the ultimate responsibility of each individual Subscriber and not CIX.
If at the end of the day's trading session, a Subscriber has a fractional quantity on the Fractional Subledger, the Subscriber is deemed to have a fractional imbalance (Fractional Imbalance).
To ensure that only whole shares are reported for clearing and settlement to CDS, Subscribers must ensure that they satisfy their Fractional Imbalance by choosing to submit either FRC orders post Close or by submitting orders prior to 8:00PM (Clean-up Trade). In both cases the orders will have to be submitted with fractional quantities calibrated to match the amount required to round up the Subscriber's existing Fractional Imbalance to a whole share, making the share eligible for clearing and settlement.
End of Day Fractional Trade (FRC) Imbalance -- Example:
CIX Aspen VERT Market by Order book |
Broker ID |
QTY |
BID |
OFFER |
QTY |
Broker ID |
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Symbol ABC |
18 |
100 |
$74.95 |
$74.96 |
100 |
97 |
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45 |
700 |
$74.94 |
$74.97 |
500 |
29 |
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CIX Aspen VERT Fractional-Odd Lot book |
45 |
1.2355 |
$74.90 |
$75.00 |
1.50 |
45 |
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29 |
0.75 |
$74.89 |
$75.01 |
0.2695 |
97 |
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29 |
0.5571 |
$74.88 |
$75.05 |
0.333355 |
49 |
Imbalance Determination:
• For example purposes, presume Broker 97 bought 1,105.75 ABC and sold 910.50 ABC on the current trading day
• Broker 97's Net imbalance determination is a long position of 195.25 ABC shares
• Broker 97 has a fractional imbalance of 0.25 ABC at the closing of the trading session.
• 0.25 is less than one whole share and therefore ineligible for CDS settlement.
• Therefore, Broker 97 would clean up their fractional imbalance to round out to one whole share amount by an additional 0.75 shares.
Clean up Trade Options:
1. Prior to 8:00PM ET closing: Clean up within the Market Quote
Action: Broker 97 rounds up to buy .75 ABC, before 8 PM ET, to 1 whole share at current market pricing within the best bid offer quote |
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Clean up trade: Broker 97 submits buy order on .75 shares at market (presume broker 45 is the FLP) |
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Broker ID |
QTY |
PRICE |
Broker ID |
|
||||
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97 |
0.75 |
Within current best bid offer |
45 |
2. Post 8:00PM ET: FRC Order Type -- FRC Clean up Trade
Action: Broker 97 has a 10 minute extended period after the close from 8:00PM to 8:10PM ET, to clean up to one whole share at the derived fractional closing price using FRC order type at market |
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||||
FRC Clean up trade: Broker 97 submits FRC order on .75 shares (presume broker 45 is the FLP) |
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Broker ID |
QTY |
PRICE |
Broker ID |
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||||
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97 |
0.75 |
Derived Fractional Closing Price |
45 |
Notes:
1. Fractional share imbalances will always range between plus or minus one whole share amount, up to six decimal places.
2. Subscribers are responsible for their own corporate administration on: shareholder voting rights, potential round up/down clearing matters on corporate actions, DRIP programs, dividend amount distributions with regards to client fractional share ownership.
Services Provided
Self-Trade Prevention and Management
CIX offers FIX tags to help manage the risk of two orders from the same client executing against each other. Along with an anti-internalization setting, CIX offers:
• Cancel Oldest: This tag cancels a passive order sitting in the book if a new order is sent.
• Cancel Newest: This tag cancels the incoming order if there is already a passive order sitting in the trading book.
• Cancel and Decrement: If a Subscriber sends orders in different share quantities, Cancel and Decrement results in the cancellation of the smaller order and corresponding adjustment (decrease in size equivalent to the original smaller order) of the new larger order.
CIX offers Trade and Suppress where Subscribers have the option to suppress the trade from the public data feed; however, the trade will still be reported to the CIRO Regulatory Feed and to CDS.
Order Protection Rule (OPR)
CIX does not offer an order routing service. CIX supports the following OPR features:
• OPR Cancel: Only allow trading to occur at prices better than or at the NBBO, before cancelling the order back to the Subscriber
• OPR Reprice: Only allow trading to occur at prices better than or at the NBBO, before dynamically repricing the order to the maximum price level permitted within the order's limit based on the NBBO
• Directed Action Orders (DAO): the Subscriber is opting out of the CIX OPR and the responsibility to prevent marketplace trade-through violations is assumed by the Subscriber.
If no selection is made by the Subscriber, the order settings default to DAO.
Securities Traded
CIX supports trading in securities that are listed on CBOE Canada, CSE, TSX, and TSXV.
Clearing and Settlement
General
CIX delivers trading data to CDS in batches in accordance with CDS procedures, for clearing and settlement on all trades up to 6:30PM in CDS's continuous net settlement (CNS) facility in advance of CDS's 7:00PM deadline.
ASPEN and ASPEN VERT Extended Hours Settlement
Trades occurring on ASPEN and ASPEN VERT after 6:30PM ET are delivered to CDS in one batch after 8:10PM . The trades in this batch are cleared through CDS on a trade for trade (TFT) basis and are processed by CDS next business morning after 7:00AM as of the previous trading date. All trades occurring on T, regardless of whether the trade takes place during Standard Trading Hours, Extended Morning Hours, or Extended Evening Hours, are settled on T+1.
ASPEN VERT Fractional Shares Settlement
CIX retains a Fractional Ledger for each Subscriber that keeps a running total of each Subscriber's Fractionals. When a Subscriber's trade rounds out a previously recorded Fractional share quantity to a whole share, the new Fractional amount created by the trade (if applicable) is recorded in the Fractional Ledger, and the newly whole share is reported to CDS in the next trade batch.
Market Data and Trade Reporting
CIX Data Feeds:
CIX makes market data feeds available to all Subscribers and vendors via the UDP/Multicast protocol in standard ITCH format.
All CIX market data is available via point-to-point network connectivity. Subscribers seeking to consume CIX market data feeds are expected to connect via cross connects, connectivity providers, or extranets.
TMX Information Processer (TMX IP):
CIX is building direct point-to-point connectivity to TMX IP's primary and secondary data feed sources.
CIX is engaged with TMX IP to enable TMX IP to consume CIX market data and receive all trade report data from CIX via the CIX market data feed, and process and disseminate the information.
CanDeal Markets Inc. -- Proposed Change -- Notice and Request for Comment
CanDeal Markets Inc. (CanDeal or we) is publishing this Notice of Proposed Change and Request for Comment in accordance with the Process for the Review and Approval of the Information Contained in Form 21-101F2 and the Exhibits Thereto (ATS Protocol){1}. Market participants are invited to provide the Ontario Securities Commission (OSC) with comments on the proposed changes.
Comments on the proposed changes should be in writing and submitted by December 22, 2025 to:
Trading and Markets DivisionOntario Securities Commission, 22nd Floor20 Queen Street West, Toronto, OntarioM5H 3S8e-mail: tradingandmarkets@osc.gov.on.ca
and to:
Ruxandra Smith, Chief Compliance OfficerCanDeal Markets Inc.50 Bay Street, Suite 1200Toronto, OntarioM5J 3A5rsmith@candeal.com
Comments received will be made public on the OSC website. Upon completion of the review by OSC staff, and in the absence of any regulatory concerns, notice will be published to confirm approval by the OSC and to specify the intended implementation date of the change.
If you have any questions concerning the information below, please contact Ruxandra Smith at rsmith@candeal.com
CanDeal operates an alternative trading system (ATS) in Canada which permits Canadian Participants (as defined below) to trade with one another in government and corporate Canadian dollar-denominated fixed income securities including Government of Canada bonds, Treasury Bills, provincial bonds and Canadian dollar-denominated corporate bonds. CanDeal is registered in each Canadian jurisdiction and is a dealer and marketplace member of the Canadian Investment Regulatory Organization (CIRO). CanDeal operates a request for quote (RFQ) marketplace, described below.
In addition, CanDeal's Canadian Participants are also able to trade Non-Canadian Fixed-Income Securities, as defined below, Interest Rate Swaps (IRS) and Canadian dollar-denominated repurchase agreements (Repos) on Tradeweb LLC (Tradeweb). Tradeweb is a U.S.-based broker-dealer registered with the U.S. Securities and Exchange Commission (SEC) and member of the Financial Industry Regulatory Authority (FINRA). An Order dated September 3, 2010 (CanDeal-Tradeweb Order){2} grants Tradeweb, using CanDeal as its client-facing registered entity in Canada, relief from the requirement to be registered as an investment dealer and carry on business as an ATS in Canada with respect to the products traded on its platform.
Canadian Participants
CanDeal's ATS subscribers are "marketplace participants" as defined in subsection 1.1 of National Instrument 21-101 Marketplace Operation (NI 21-101). These participants are investment dealers (Dealers) and their institutional customers (Institutional Clients). Such subscribers are referred to below as "Canadian Participants".
Non-Canadian Fixed Income Securities Currently Traded by Canadian Participants
Non-Canadian Fixed Income Securities are foreign-issued fixed income securities including:
• U.S. government securities such as U.S. Treasury securities, STRIPS and discount notes,
• Securities issued by U.S. governmental agencies and by government sponsored enterprises,
• Debt securities issued by governments in the European Economic Area, Middle East and Asia,
• U.S. dollar and Euro denominated corporate debt securities,
• Debt securities of Canadian issuers issued outside of Canada and denominated in currencies other than Canadian dollars,
• European mortgage bonds,
• Money market instruments denominated in foreign currencies and
• Convertible bonds.
The RFQ Marketplace
CanDeal's RFQ-based marketplace enables an Institutional Client to hold a real-time auction among multiple Dealers with whom it has a documented trading relationship and then to select the Dealer with which the Client wishes to execute. The Institutional Client may use the multiple-dealer RFQ functionality to execute single or multiple security transactions.
The Proposed Changes, if approved, will allow the Canadian Participants to trade U.S. and European exchange-traded funds (ETF) and American Depositary Receipts (ADRs and, together with ETFs, Foreign Exchange-Traded Securities). Foreign Exchange-Traded Securities are currently offered by Tradeweb outside of Canada and will be accessed by Canadian Participants through the Tradeweb system using CanDeal as the client-facing entity. They will also trade by way of RFQs. Specifically:
• an Institutional Investor initiates an RFQ by specifying the security name (ETF ticker), trade direction (buy/sell/two-way market) and size it wishes to trade,
• the RFQ is sent by the Institutional Investor to multiple Dealers from the list of Dealers it is permissioned to trade with,
• Dealers that receive the RFQ have a time-limited window to respond with a price quote,
• the Institutional Investor can decide to decline all quotes but usually chooses the best quote and the maker of that quote becomes the winning Dealer and
• when the quote is accepted the winning Dealer is obliged to honour the price it quoted.
The winning Dealer, in compliance with the applicable regulatory requirements for exchange-traded securities in the U.S. such as the SEC Regulation NMS Rules 600 through 614 and FINRA Rule 5310 Best Execution & Interpositioning, is required to obtain the best available price. The Dealer first executes against securities available on the exchanges at the best bid or offer.
The trade must be reported to the consolidated tape through the FINRA/NYSE Trade Reporting Facility by the Dealer within 10 seconds of its execution, as required under FINRA Rule 6380B Transaction Reporting.
CanDeal plans to implement the Proposed Changes as soon as possible after their regulatory approval and the CanDeal-Tradeweb Order is varied to extend the scope of the relief provided to Tradeweb to the Foreign Exchange-Traded Securities.
The Proposed Changes will allow the Canadian Participants to trade Foreign Exchange-Traded Securities using the existing RFQ functionality used by Tradeweb, thereby removing the potential competitive disadvantage between them and international market participants.
If implemented, the Canadian Participants will be able to trade institutional-sized orders of Foreign Exchange-Traded Securities, currently executed in the upstairs market, through CanDeal. CanDeal complies with requirements in NI 21-101 including access, marketplace operations, transparency of marketplace operations, systems and business continuity planning, outsourcing, fair and orderly markets, management of conflicts of interest and filing of reports and financial statements. As a CIRO member, CanDeal also complies with applicable CIRO requirements.
In the U.S., Tradeweb is also operating in full compliance with the requirements of its home regulators, the SEC and FINRA, including with respect to the trading of Foreign Exchange Traded Securities. European ETFs are traded on two regulated multilateral trading facilities through the system that Tradeweb operates, which provides an additional investor protection safeguard. All this ensures that Canadian Participants would be able to trade institutional sizes of Foreign Exchange-Traded securities on a regulated marketplace.
We also expect that Canadian Participants would benefit from lower trading costs and more efficient access to liquidity, all of which have a positive impact on the market.
Currently in Canada, institutional-sized ETF and ADR trades are for the most part negotiated between dealers and institutional investors by telephone or Bloomberg chat in the "upstairs market". Trading is done in large part over the telephone or chat through successive bilateral interactions. CanDeal, an RFQ marketplace, provides a competitive alternative to the upstairs market and, in conjunction with Tradeweb's RFQ protocols, would enable market participants to also negotiate ETF and ADR trades in an operationally efficient manner. These benefits would be available immediately to the Canadian Participants. Specifically, they will benefit from:
i. Execution efficiency
CanDeal's and Tradeweb's RFQ platforms replicate the efficient wholesale risk transfer of the upstairs market, while improving transparency through the provision of simultaneous, competing prices. RFQs may be sent to multiple counterparties at once compared to serial telephone contacts, which achieves simultaneous access of Institutional Investors to multiple Dealers that are liquidity providers. It also increases the access of Dealers to more Institutional Investors as they might not have been approached otherwise. This means that a broader set of counterparties may trade on an RFQ platform compared to the upstairs market, with a positive impact on the overall liquidity of the market.
ii. Transparency and audit trail
On both CanDeal's and Tradeweb's RFQ platforms Institutional Investors can see a range of responses simultaneously from Dealers in a standardized format, enhancing transparency. Time-stamped records of RFQs, responses and trades are also maintained for audit trail.
iii. Competitive pricing
Given that multiple dealers compete for the same trade, the prices obtained by an Institutional Investor are also expected to improve as they would be able to see and select the best quoted price to execute a trade.
iv. Portfolio management
With respect to ETFs, and particularly fixed income ETFs, we also note that managing the portfolios underlying these securities has grown to be a significant driver of transaction flows in the U.S. This growth is credited with improving liquidity and reducing transaction costs, particularly in less liquid fixed income markets.{3} Managing ETF inventories requires trading protocols that bridge the gap between ETFs and their underlying securities. This ensures risk management and efficient arbitrage between the ETF and the corresponding portfolio of underlying securities, which should be proximately priced.
We note that critical to such protocols is the ability to transact ETFs and the underlying securities in near like-for-like quantities, which cannot be easily achieved on marketplaces where such securities may trade in smaller sizes. RFQ trading platforms, with their inherent all-or-none size constraint, are well suited to institutional transactions.
F. Expected Impact of the Proposed Changes on CanDeal's compliance with Ontario securities law requirements
The Proposed Changes will not negatively impact CanDeal's compliance with Ontario securities law requirements. As noted above, the Proposed Changes would enable CanDeal's marketplace participants to trade the Foreign Exchange-Traded Securities using CanDeal as the client-facing Canadian entity. Tradeweb is currently offering these securities for trade in compliance with the applicable regulatory requirements in the U.S.
We also expect no negative impact on the maintenance of fair and orderly markets because the inherent risk is low in an RFQ system where trades are negotiated.
The Proposed Changes are also consistent with the fair access provisions in NI 21-101. In particular:
i. CanDeal does not unreasonably prohibit, condition or limit access to its services and does not permit unreasonable discrimination between marketplace participants
CanDeal's RFQ model is an integral part of CanDeal's marketplace. The RFQ-based model meets fair access requirements because each member of one of the two classes of marketplace participants, Institutional Investors and Dealers, is able to have access to the CanDeal marketplace on the same terms as the other class participants. Within the same category of marketplace participant (Institutional Investor or Dealer) no one is discriminated by having different access than others. This will not change with the addition of the new security types.
Specifically:
• Institutional Investors have access to CanDeal's marketplace on identical terms; they join the CanDeal platform specifically to interact with the Dealers with whom they are permissioned to trade using the RFQ system and
• Dealers become marketplace participants understanding that they may or may not be selected by Institutional Investors launching an RFQ. They are not required to provide a response to an RFQ.
All marketplace participants have access to the same services offered by CanDeal such as trading, straight-through processing and post-trade audit trail. Fees charged are not prohibitive and do not disadvantage any category of marketplace participant. No marketplace participant is discriminated against in any way.
ii. CanDeal does not impose a burden on competition
CanDeal's competition consists of dealers that execute agency or principal trades in the upstairs market and on other RFQ systems, such as Bloomberg Canada Limited. CanDeal does not impose any burden on competition. Rather, it helps augment already existing liquidity.
Canadian Participants need to execute institutional-sized volumes in their entirety. For this reason, it is very unlikely that marketplace participants that choose CanDeal would execute large-sized orders on a marketplace with an electronic book with retail orders to display. Such marketplaces would not meet their execution needs, which require confidentiality and the need to minimize market impact. CanDeal would not divert liquidity from other marketplaces, but rather it is offering a modernized, more efficient alternative to the upstairs market.
For these reasons, CanDeal does not impose any burden on competition that is not reasonably necessary and appropriate given the needs of Institutional Investors.
Liquidity providers including Dealers, Institutional Investors and ETF manufacturers expressed an interest in using CanDeal to trade Foreign Exchange-Traded Securities.
The Proposed Changes will not result in changes to the technology requirements regarding interfacing with or accessing the marketplace within the meaning of subsection 12.3 of NI 21-101 because marketplace participants and service vendors will not be required to do any work to modify their systems. The additional securities will be traded using Tradeweb's existing RFQ functionality. We note that Tradeweb already offers Foreign Exchange-Traded Securities on its platform and marketplace participants who wish to trade them through CanDeal will only need to be enabled to trade them on the Tradeweb system, without having to make any changes to their systems.
No alternatives to the Proposed Changes were considered.
The Proposed Changes do not introduce a fee model.
In Canada, Bloomberg Canada Limited, an RFQ marketplace, acting as a conduit for Bloomberg Tradebook Singapore Pte Ltd. also makes available for trading foreign non-debt securities to its Canadian marketplace participants.
In the U.S., firms such as Tradeweb also offer for trading exchange-traded securities on their platform for Institutional Investors. The Proposed Changes would level the playing field with respect to the Foreign Exchange-Traded Securities for Canadian Participants.
{1} Order Varying Exchange and ATS Protocols | OSC
{2} CanDeal.ca Inc. and Tradeweb LLC | OSC
{3} Financial Times (July 30, 2024). ETFs are eating the bond market.