FORM 21-101F1 INFORMATION STATEMENT EXCHANGE OR QUOTATION AND TRADE REPORTING SYSTEM Filer: EXCHANGE QUOTATION AND TRADE REPORTING SYSTEM Type of Filing: INITIAL AMENDMENT 1. Full name of exchange or quotation and trade reporting system: 2. Name(s) under which business is conducted, or name of market or facility, if different from item 1: 3. If this filing makes a name change on behalf of the exchange or quotation and trade reporting system in respect of the name set out in item 1 or item 2, enter the previous name and the new name: Previous name: New name: 4. Head office Address: Telephone: Facsimile: 5. Mailing address (if different): 6. Other offices Address: Telephone: Facsimile: 7. Website address:
8. Contact employee Name and title: Telephone number: Facsimile: E-mail address: 9. Counsel Firm name: Contact name: Telephone number: Facsimile: E-mail address: 10. Market Regulation is being conducted by: the exchange the quotation and trade reporting system regulation services provider other than the filer (see Exhibit M) EXHIBITS File all Exhibits with the Filing. F or each Exhibit, include the name of the exchange or quotation and trade reporting s ystem, the da te of f iling of t he E xhibit a nd t he da te a s of w hich t he i nformation is a ccurate ( if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect shall be furnished instead of such Exhibit. Except as provided below, if the filer, recognized exchange or recognized quotation and trade reporting system files an amendment to the information provided in its Filing and the information relates to an Exhibit filed with the Filing or a s ubsequent amendment, the f iler, r ecognized e xchange or r ecognized quot ation a nd t rade reporting system, must, in order to comply with subsections 3.2(1), 3.2(2) or 3.2(3) of National Instrument 21-101, provide a description of the change, the expected date of the implementation of the change, and file a complete and updated Exhibit. The filer must provide a clean and a blacklined version showing changes from the previous filing. If the f iler, recognized exchange or recognized quotation and t rade reporting system has otherwise f iled the information required by the previous paragraph pursuant to section 5.5 of National Instrument 21-101, it is not required t o file t he i nformation a gain a s a n amendment t o a n E xhibit. However, if s upplementary material relating to a filed rule is contained in an Exhibit, an amendment to the Exhibit must also be filed.
Exhibit A – Corporate Governance 1. Legal status: Corporation Partnership Sole Proprietorship Other (specify): 2. Except where the exchange or quotation and trade reporting system is a sole proprietorship, indicate the following: 1. Date (DD/MM/YYYY) of formation. 2. Place of formation. 3. Statute under which exchange or quotation and trade reporting system was organized. 3. Provide a copy of the constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents, and all subsequent amendments. 4. Provide t he policies a nd p rocedures t o a ddress p otential c onflicts of i nterest a rising f rom t he operation of the marketplace or the services it provides, including those related to the commercial interest of the marketplace, the interests of its owners and its operators, the responsibilities and sound functioning of the marketplace, and those between the operations of the marketplace and its regulatory responsibilities. Exhibit B – Ownership A list of the r egistered or beneficial holders of s ecurities of , pa rtnership i nterests in, or ot her ow nership interests in, the exchange or recognized quotation and trade reporting system. For each of the persons listed in the Exhibit, please provide the following: 1. Name. 2. Principal business or occupation and title. 3. Ownership interest. 4. Nature of t he ow nership i nterest, i ncluding a de scription of t he t ype of s ecurity, p artnership interest or other ownership interest, and whether the ownership interest is a legal or beneficial interest. 5. Whether the person has control (as interpreted in subsection 1.3(2) of National Instrument 21-101 Marketplace Operation). In the case of an exchange or quotation and trade reporting system that is publicly traded, if the exchange or quotation a nd t rade r eporting s ystem is a c orporation, pl ease onl y pr ovide a l ist of e ach s hareholder t hat directly ow ns f ive pe rcent or m ore of a c lass of a v oting s ecurity of t he e xchange or quot ation a nd t rade reporting system.
Exhibit C - Organization 1. A l ist of p artners, di rectors, of ficers, gov ernors, a nd m embers of t he boa rd of directors a nd any standing committees of the board, or persons performing s imilar functions, who presently hold or have held their offices or positions during the previous year, indicating the following for each: 1. Name. 2. Principal business or occupation and title. 3. Dates of commencement and expiry of present term of office or position . 4. Type of business in which each is primarily engaged and current employer. 5. Type of business in which each was primarily engaged in the preceding five years, if different from that set out in item 4. 6. Whether the person is considered to be an independent director. 2. A list of the committees of the board, including their mandates. Exhibit D - Affiliates 1. For each affiliated entity of the exchange or quotation and trade reporting system provide the name, head office address and describe the principal business of the affiliate. 2. For each affiliated entity of the exchange or quotation and trade reporting system (i) to which the exchange or quotation and trade reporting system has outsourced any of its key services or systems affecting the market or facility described in Exhibit E – Operations of the Marketplace, including order entry, trading, execution, routing and data, or (ii) with which the exchange o r quotation and t rade r eporting system ha s any other material business relationship, including loans, cross-guarantees, etc. provide the following information: 1. Name and address of the affiliate. 2. The name and title of the directors and officers, or persons performing similar functions, of the affiliate. 3. A de scription of t he n ature a nd e xtent of t he c ontractual and other agr eements with the exchange and quotation and trade reporting system, and the roles and responsibilities of the affiliate under the arrangement. 4. A c opy of e ach m aterial c ontract r elating t o a ny out sourced f unctions or other material relationships. 5. Copies of c onstating doc uments ( including c orporate by -laws), shareholder agr eements, partnership agreements and other similar documents. 6. For the la test f inancial year of the a ffiliated entity, financial s tatements, which may be unaudited, prepared in accordance with:
a. Canadian GAAP applicable to publicly accountable enterprises; or b. Canadian GAAP applicable to private enterprises; or c. IFRS. Where the affiliated entity is incorporated or organized under the laws of a foreign jurisdiction, such financial statements may also be prepared in accordance with: a. U.S. GAAP; or b. accounting principles of a designated foreign jurisdiction as defined under National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Exhibit E – Operations of the Marketplace Describe in detail the manner of operation of the market or facility and its associated functions. This should include, but not be limited to, a description of the following: 1. The structure of the market (e.g., call market, auction market, dealer market). 2. Means of acces s t o the m arket or f acility and services, including a d escription of any co location arrangements. 3. The hours of operation. 4. A de scription of t he s ervices of fered by the marketplace, including, but not l imited to, order entry, co-location, trading, execution, routing and data. 5. A list of the types of orders offered, including, but not limited to, a description of the features and characteristics of orders. 6. Procedures r egarding the entry, di splay and execution of orders. I f indications of i nterest a re used, please describe the information they include and list the types of recipients. 7. Description of how orders interact, including, but not limited to, the priority of execution for all order types. 8. Description of order routing procedures. 9. Description of order and trade reporting procedures. 10. Description of procedures for clearance and settlement of transactions. 11. The safeguards and procedures of the marketplace to protect trading information of marketplace participants. 12. Training pr ovided t o pa rticipants a nd a c opy of a ny materials pr ovided bot h w ith respect t o systems of the marketplace, the requirements of the marketplace, and the rules of the regulation services providers, if applicable. 13. Steps t aken t o e nsure t hat m arketplace pa rticipants ha ve know ledge of a nd c omply with the requirements of the marketplace.
The filer must provide all policies, procedures and trading manuals related to the operation of the marketplace and, if applicable, the order router. Exhibit F – Outsourcing Where the exchange or quotation and trade reporting system has outsourced the operation of key services or systems affecting the market or facility described in Exhibit E – Operations of the Marketplace to an arms-length third party, including any function associated with the order entry, trading, execution, routing and data, provide the following information: 1. Name and address of person or company to whom the function has been outsourced. 2. A description of the nature and extent of the contractual or other agreement with the exchange or quot ation and t rade r eporting s ystem a nd t he r oles and r esponsibilities of t he a rms-length party under the arrangement. 3. A copy of each material contract relating to any outsourced function. Exhibit G - Systems and Contingency Planning For each of the systems that support order entry, order routing, execution, trade reporting, trade comparison, data feed, market surveillance, and trade clearing, describe: 1. Current and future capacity estimates. 2. Procedures for reviewing system capacity. 3. Procedures for reviewing system security. 4. Procedures to conduct stress tests. 5. A de scription of t he f iler’s bus iness c ontinuity a nd di saster r ecovery pl ans, i ncluding a ny relevant documentation. 6. Procedures to test business continuity and disaster recovery plans. Exhibit H – Custody of Assets 1. If the exchange or quotation and trade reporting system proposes to hold funds or securities of a marketplace participant on a regular basis, a description of the controls that will be implemented to ensure the safety of the funds or securities. 2. If any other person or company, other than the exchange or quotation and trade reporting system, will hold or safeguard funds or securities of a marketplace participant on a regular basis, provide the name of the person or company and a description of the controls that will be implemented to ensure the safety of the funds or securities. Exhibit I - Securities 1. List the types of securities listed on the exchange or quoted on the quotation and trade reporting system. If this is an initial filing, list the types of securities the Filer expects to list or quote.
2. List the types of any other securities that are traded on the marketplace or quoted on the quotation and trade reporting system, indicating the exchange(s) on which such securities are listed. If this is an initial filing, list the types of securities the Filer expects to trade. Exhibit J – Access to Services 1. A complete set of all forms, agreements or other materials pertaining to access to the services of the marketplace described in Exhibit E.4, including trading on the exchange or quotation and trade reporting system. 2. Describe the classes of marketplace participants. 3. Describe the exchange or quotation and trade reporting service’s criteria for access to the services of the marketplace. 4. Describe any differences in access to the services offered by the marketplace to different groups or classes of marketplace participants. 5. Describe conditions under which marketplace participants may be subject to suspension or termination with regard to access to the services of the exchange or quotation and trade reporting system. 6. Describe any procedures that will be involved in the suspension or termination of a marketplace participant. 7. Describe the exchange or quotation and trade reporting system’s arrangements for permitting clients of marketplace participants to have access to the marketplace. Provide a copy of any agreements or documentation relating to these arrangements. Exhibit K – Marketplace Participants Provide an alphabetical list of all marketplace participants, including the following information: 1. Name. 2. Date of becoming a marketplace participant. 3. Describe the type of trading activities engaged in by the marketplace participant (e.g., agency trading, proprietary trading, registered trading, market making). 4. The class of participation or other access. 5. Provide a list of all persons or entities that were denied or limited access to the marketplace, indicating for each: (i) whether they were denied or limited access; (ii) the date the marketplace took such action; (iii) the effective date of such action; and (iv) the nature and reason for any denial or limitation of access.
Exhibit L - Fees A description of the fee model and all fees charged by the marketplace, or by a party to which services have been directly or indirectly outsourced, including, but not limited to, fees relating to connecting to the market or facility, access, data, regulation (if applicable), trading, routing, and co-location, how such fees are set, and any fee rebates or discounts and how the rebates and discounts are set. Exhibit M - Regulation Market Regulation is being conducted by: the exchange or QTRS 1. Provide a description of the regulation performed by the exchange or QTRS, including the structure of the department pe rforming r egulation, how t he de partment i s f unded, pol icies a nd pr ocedures i n pl ace t o ensure confidentiality and the management of conflicts of interest, and policies and procedures relating to conducting an investigation. 2. If more than one entity is performing regulation services for a type of security and the filer is conducting market r egulation for its elf and its m embers, pr ovide t he c ontract b etween t he f iler a nd t he r egulation services pr ovider pr oviding for c o-ordinated monitoring a nd enforcement unde r s ection 7.5 of N ational Instrument 23-101 Trading Rules. a regulation services provider other than the filer (provide a copy of the contract between the filer and the regulation services provider.) Exhibit N – Acknowledgement The form of acknowledgement required by subsection 5.9(2) of National Instrument 21-101. CERTIFICATE OF EXCHANGE OR QUOTATION AND TRADE REPORTING SYSTEM The undersigned certifies that the information given in this report is true and correct. DATED at this day of 20 (Name of exchange or quotation and trade reporting system) (Name of director, officer or partner - please type or print) (Signature of director, officer or partner) (Official capacity - please type or print)
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