IN THE MATTER OF
NATIONAL INSTRUMENT 21-101 MARKETPLACE OPERATION
AND NATIONAL INSTRUMENT 23-101 TRADING RULES
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW
SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF ITG INC. AND ITG CANADA CORP.
MRRS DECISION DOCUMENT
WHEREAS the securities
regulatory authority or regulator in each of the provinces of British Columbia,
Alberta,
Saskatchewan, Manitoba, Ontario, Qu�bec, New Brunswick, Nova Scotia and Newfoundland
(each, a "Decision Maker") has received an application from ITG Inc. ("ITG
US") and ITG Canada Corp. ("ITG Canada") for decisions under section 15.1
of National Instrument 21-101 Marketplace Operation ("NI 21-101") and section
12.1 of National Instrument 23-101 Trading Rules ("NI 23-101" and, with NI
21-101, the "ATS Rules") that the requirement to comply with the ATS Rules will
not apply to ITG US until May 1, 2002, and Part 8 of NI 23-101 will not apply to ITG
Canada so long as ITG Canada remains a participating organization of The Toronto Stock
Exchange ("TSE").
AND WHEREAS pursuant to the Mutual Reliance Review
System for Exemptive Relief Applications (the "System") the Ontario
Securities
Commission is the principal regulator for this application;
AND WHEREAS ITG US and ITG Canada have represented to
the Decision Makers as follows.
1. ITG US is a corporation organized under the laws of Delaware, United States.
2. ITG Canada is a corporation organized under the laws of Nova Scotia.
3. ITG US is registered in Ontario as an international dealer.
4. ITG Canada is registered as an investment dealer in Ontario or its equivalent in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
5. ITG Canada is a participating organization of the TSE and is a member of the Investment Dealers Association of Canada.
6. ITG US operates alternative trading systems ("ATSs") to facilitate trading of equity securities between institutional investors and investment dealers in Ontario in reliance on its international dealer registration.
7. Other affiliates of ITG Canada operate ATSs but not in Canada (the ATSs operated by all affiliates of ITG Canada, including ITG US are referred to individually as an "ITG ATS" and collectively as "ITG ATSs").
8. ITG US does not provide access to ITG ATSs in provinces other than Ontario.
9. ITG US and ITG Canada have agreed to a realignment (the "ITG Realignment") of their business so that ITG Canada becomes the sole party furnishing Canadian investors with access to ITG ATSs and will need to take certain steps to effect the ITG Realignment.
10. As a part of the ITG Realignment, ITG US will continue to maintain its non-ATS business in Ontario in reliance on the international dealer registration and in other jurisdictions in reliance on available registration exemptions.
11. ITG US needs a period of relief from the requirements of the ATS Rules to operate the ITG ATS pending the implementation of the ITG Realignment.
12. As a member of the TSE, ITG Canada is exempt from the requirements of NI 21-101 but it is not exempt from Part 8 of NI 23-101.
13. Following the completion of the Realignment, ITG US will cease to carry on business of an ATS in Ontario.
AND WHEREAS under the
System, this Decision Document evidences the decision of each Decision Maker
(collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied
that the test contained in the ATS Rules that provides the Decision Maker with the
jurisdiction to make the Decision has been met;
THE DECISION of the Ontario Decision Maker is that ITG US shall
be exempt from the requirements of the ATS Rules until May 1, 2002;
AND THE DECISIONS of the Decision Makers are that ITG Canada
shall be exempt from the requirements of Part 8 of NI 23-101 for so long as ITG Canada
remains a participating organization of the TSE.
Dated this 30th day of April, 2002.
Randee B. Pavalow