NOTICE. Decisions of the Québec Autorité des marchés financiers. March 11, 2010

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1 NOTICE March 11, 2010 Category(ies): Notice Attachments: AMF Decision No PDG-0034 and AMF Decision No 2010-PDG Summary of content Exemption Orders issued by the Autorité des marchés financiers to ICE Futures Canada and ICE Clear Canada For more information please contact: Linda Vincent Decisions of the Québec Autorité des marchés financiers On February 23, 2010 the Québec Autorité des marchés financiers (AMF) issued decisions to ICE Futures Canada and to ICE Clear Canada. Copies of these Decisions in the official French language can be found on the AMF s website at the folowing link; pdf In Decision No PDG-0034 the AMF granted ICE Futures Canada an exemption from the requirements in the Derivatives Act R.S.Q., c ( QDA )to be recognized as an exchange or published market and to be qualified to create or market a derivative, before that derivative can be offered to the public. In Decision No PDG-0035, the AMF granted ICE Clear Canada an exemption from the requirements in the QDA to be recognized as a clearing house and to be qualified to create or market a derivative, before that derivative can be offered to the public. Both Decisions are made subject to a number of terms and conditions, all of which are detailed in the written Decisions. English translations of the Decisions are attached. Please note that these are not official translations and have not been authorized or accepted as accurate translations by the MAF. In the case of any discrepancy or ambiguity between the translated Decision documents and the official Decision documents, the official French language version of the Decisions takes RSS Feed: ICE is pleased to offer RSS feeds for the notification of newly posted exchange documents. To learn more and sign up visit:

2 DECISION NO PDG-0034 ICE Futures Canada, Inc. Exemptions pursuant to Section 86 of the Derivatives Act from the requirements under the first paragraph of Section 12 and under the first paragraph of Section 82 In view of the application ( Application )ofice Futures Canada, Inc. ( IFUT ) submited on October 22, 2009, to the Autorité des marchés financiers ( AMF ) for a decision by the AMF exempting IFUT from the requirements under the following provisions of the Quebec Derivatives Act, R.S.Q., c ( QDA ): The first paragraph in Section 12 requiring AMF recognition as an exchange and published market; The first paragraph in Section 82 requiring AMF qualification for creating or marketing a derivative, before that derivative can be offered to the public; In view of decision no of June 16, 2008, by the Manitoba Securities Commission ( MSC ), recognizing IFUT as a self-regulatory organization and registering it as a commodity futures exchange; In view of the Memorandum of Understanding regarding the Oversight of Exchanges and Quotation and Trade Reporting Systems ( MOU ) between a number of Canadian securities commissions, including the AMF and the MSC, which came into effect on January 1, 2010; Whereas the MOU states: that each recognized exchange has a Lead Regulator responsible for its oversight; that the other Exempting Regulators exempt an exchange from recognition as an exchange; Whereas the entities subject to the MOU as well as the Lead Regulators and the Exempting Regulators are listed in a separate document entitled List of Exchanges, Lead Regulators and Exempting Regulators in relation to the Memorandum of Understanding respecting the Oversight of Exchanges and Quotation and Trade Reporting Systems (the List ); Whereas the List shows the MSC as the Lead Regulator of IFUT; Whereas IFUT does not currently have, nor does it intend to have, offices or a place of business in Quebec; In view of the first paragraph of Section 86 of the QDA, pursuant to which the AMF may exempt a derivative, a person, a group of persons, an offer, or a trade from any or all of the requirements or obligations under the QDA if it considers that the exemption is not prejudicial to the public interest; In view of the publication of the Request for Comments in the Bulletin de l'autorité des marchés financiers of November 20, 2009 [(2009) B.A.M.F., Vol 6, n 46, section 7.1] for a

3 period of 30 days; Considering the absence of comments following this publication; Whereas IFUT is in agreement with the terms and conditions of this decision; Considering the Application submitted to it by IFUT and the MOU, the AMF considers that it is not prejudicial to the public interest to grant the decision that was asked of it; Considering the recommendation of the Direction de la supervision des OAR securities regulatory authority; Therefore: Pursuant to Section 86 of the QDA, the AMF grants IFUT the following exemptions: an exemption from the requirement in the first paragraph of Section 12 of the QDA to be recognized as an exchange or published market; an exemption from the requirement in the first paragraph of Section 82 of the QDA to be qualified by the AMF to create or market a derivative, before that derivative can be offered to the public. This decision is made subject to the following terms and conditions: 1. Maintaining recognition and registration IFUT shall continue to be recognized as a self-regulatory organization and be registered as a commodity futures exchange by the MSC. 2. Activities in Quebec IFUT s activities in Quebec shal be limited to those of a commodity futures and options on commodity futures exchange. 3. Exchange oversight The MOU shall remain in effect and the MSC shall continue to act as the Lead Regulator. For the purpose of applying the MOU, the AMF shall act as an Exempting Regulator and the List shall be amended accordingly. 4. Amendments to the Articles of Incorporation and Rules All proposed amendments to the IFUT Articles of Incorporation and Rules shall be simultaneously filed with the MSC and the AMF. The notice of non-disapproval by the MSC shall be filed by IFUT with the AMF no later than three days following its receipt. 5. Information to be provided to the AMF a) IFUT shall simultaneously file its monthly financial statements and its audited annual financial statements with the MSC and the AMF; b) IFUT shall simultaneously file all of the documents required under National Instrument , Market operation with the MSC and the AMF;

4 c) IFUT shall communicate to the AMF in a timely manner any other information relating to its activities that may be useful to the AMF in exercising its functions and powers, and which the AMF may request via the MSC from time to time. 6. Confidentiality of information IFUT shall preserve the confidentiality of any information it obtains in the course of its business in Quebec, in compliance with the applicable privacy legislation. 7. Appointment of an attorney for service in Quebec IFUT shall appoint and retain an attorney for service to represent it in Quebec and shall inform the AMF in a timely manner of his/her name and contact information. IFUT shall also notify the AMF in a timely manner of any change in its attorney for service. Dated February 23, 2010 [original signed]

5 DECISION NO PDG-0035 ICE Clear Canada, Inc. Exemptions pursuant to Section 86 of the Derivatives Act from the requirements under the first paragraph of Section 12 and under the first paragraph of Section 82 In view of the application ( Application )of ICE Clear Canada, Inc. ( ICLEAR ) submited on September 24, 2009, to the Autorité des marchés financiers ( AMF ) for a decision by the AMF exempting ICLEAR from the requirements under the following provisions of the Quebec Derivatives Act, R.S.Q., c ( QDA ): The first paragraph in Section 12 requiring AMF recognition as a clearing house; The first paragraph in Section 82 requiring AMF qualification for creating or marketing a derivative, before that derivative can be offered to the public; In view of decision no of June 16, 2008, by the Manitoba Securities Commission ( MSC ) designating ICLEAR as a recognized clearing house; Whereas ICLEAR does not currently have, nor does it intend to have, offices or a place of business in Quebec; In view of the first paragraph of Section 86 of the QDA, pursuant to which the AMF may exempt a derivative, a person, a group of persons, an offer, or a trade from any or all of the requirements or obligations under the QDA if it considers that the exemption is not prejudicial to the public interest; In view of the publication of the Request for Comments in the Bulletin de l'autorité des marchés financiers of November 20, 2009 [(2009) B.A.M.F., Vol 6, n 46, section 7.1] for a period of 30 days; Considering the absence of comments following this publication; Whereas the MSC has confirmed the desire to colaborate with the AMF for the oversight of ICLEAR s activities; Whereas ICLEAR is in agreement with the terms and conditions of this decision; Considering the Application submitted to it by ICLEAR, the AMF considers that it is not prejudicial to the public interest to grant the decision that was asked of it; Considering the recommendation of the Direction de la supervision des OAR securities regulatory authority; Therefore: Pursuant to Section 86 of the QDA, the AMF grants ICLEAR the following exemptions: an exemption from the requirement in the first paragraph of Section 12 of the QDA to be recognized as a clearing house; an exemption from the requirement in the first paragraph of Section 82 of the QDA to be qualified by the AMF to create or market a derivative, before that derivative is offered to the public.. This decision is made subject to the following terms and conditions: 8. Maintaining recognition

6 ICLEAR shall continue to be designated as a clearing house recognized by the MSC. 9. Activities in Quebec ICLEAR s activities in Quebec shal be limited to those of a clearing house for futures and options on futures traded on ICE Futures Canada, Inc. 10. Amendments to the Articles of Incorporation and Rules All proposed amendments to the ICLEAR Articles of Incorporation and Rules shall be simultaneously filed with the MSC and the AMF. The notice of non-disapproval by the MSC shall be filed by ICLEAR with the AMF no later than three days following its receipt. 11. Information to be provided to the AMF a) ICLEAR shall simultaneously file its annual financial statements with the MSC and the AMF; b) ICLEAR shall communicate to the AMF in a timely manner any other information relating to its activities that may be useful to the AMF in exercising its functions and powers, and which the AMF may request from time to time. 12. Confidentiality of information ICLEAR shall preserve the confidentiality of any information it obtains in the course of its business in Quebec, in compliance with the applicable privacy legislation. 13. Appointment of an attorney for service in Quebec ICLEAR shall appoint and retain an attorney for service to represent it in Quebec and shall inform the AMF in a timely manner of his/her name and contact information. ICLEAR shall also notify the AMF in a timely manner of any change in its attorney for service. Dated February 23, 2010 [original signed]