Unofficial Consolidated Versions

This document is an unofficial consolidation of all amendments to Manitoba Securities Commission Rule 91-507 Derivatives: Trade Reporting, effective as of July 25, 2025. This document is for reference purposes only. The unofficial consolidation of the Instrument is not an official statement of the law. This consolidation includes MSC Rule 2013-37, 2014-1, 2014-8, 2014-19, 2015-1, 2016-11, 2023-29 and 2024-6.

MANITOBA SECURITIES COMMISSION RULE 91-507 DERIVATIVES: TRADE REPORTING

PART 1 – DEFINITIONS AND INTERPRETATION

Definitions and interpretation 1(1) In this Rule

“asset class” means the category of the underlying interest of a derivative and includes, for greater certainty, interest rate, foreign exchange, credit, equity and commodity;,

"board of directors" means, in the case of a designated trade repository that does not have a board of directors, a group of individuals that acts in a capacity similar to a board of directors;

“collateral and margin data” means data relating to collateral and margin posted or collected as of the date of reporting, in respect of the data elements listed in Appendix A under the headings "Data Elements Related to Collateral and Margin” and “Data Elements Related to Actions and Events”;

“commodity derivative” means a derivative for which the only underlying interest is a commodity other than cash or currency;

“creation data” means data in respect of the data elements listed in Appendix A, other than under the headings “Data Elements Related to Collateral and Margin” and “Data Elements Related to Valuation”;

“CSA Derivatives Data Technical Manual” means the CSA Derivatives Data Technical Manual published in a Staff Notice, as amended from time to time;

The CSA Derivatives Data Technical Manual provides detailed technical specifications in connection with the data elements that are required to be reported under this Rule, including the format and allowable values for the data elements. This text box does not form part of this Rule and has no official status.

"derivatives data" means all data that is required to be reported under to Part 3; “derivatives dealer” means either of the following: (a) a person or company engaging in or holding themself out as engaging in the business of trading in derivatives in Manitoba as principal or agent;

(b) any other person or company required to be registered as a derivatives dealer under securities legislation;,

“Derivatives Service Bureau” means the subsidiary of the Association of National Numbering Agencies incorporated as The Derivatives Service Bureau (DSB) Limited and designated by the Financial Stability

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Board as both the service provider for the unique product identifier system for derivatives and the operator of the unique product identifier reference data library, or any successor thereto;

"Global Legal Entity Identifier System" means the system for unique identification of parties to financial transactions developed by the Legal Entity Identifier System Regulatory Oversight Committee;

“investment fund” has the meaning ascribed to it in National Instrument 81-106 Investment Fund Continuous Disclosure;

"Legal Entity Identifier System Regulatory Oversight Committee" means the international working group established by the finance ministers and the central bank governors of the Group of Twenty nations and the Financial Stability Board, under the Charter of the Regulatory Oversight Committee for the Global Legal Entity Identifier System dated November 5, 2012;

"lifecycle event" means an event that results in a change to derivatives data previously reported to a designated trade repository in respect of a derivative;

“lifecycle event data” means changes to creation data resulting from a lifecycle event and data in respect of the data elements listed in Appendix A under the heading “Data Elements Related to Actions and Events”;,

“local counterparty” means a counterparty to a derivative if, at the time of a transaction, one or more of the following apply:

(a) the counterparty is a person or company, other than an individual, to which one or more of the following apply:

(i) it is organized under the laws of Manitoba; (ii) its head office is in Manitoba; (iii) its principal place of business is in Manitoba; (b) the counterparty is a derivatives dealer in Manitoba; (c) the counterparty is an affiliated entity of a person or company to which paragraph (a) applies, and the person or company is liable for all or substantially all of the liabilities of the counterparty;,

“notional amount threshold derivatives dealer” means a derivatives dealer to which subsection 44(1) or 44(2) of National Instrument 93-101 Derivatives: Business Conduct applies;

"participant" means a person or company that has entered into an agreement with a designated trade repository to access the services of the designated trade repository;

“position level data” means the lifecycle event data, valuation data, and collateral and margin data, each reported on an aggregated basis;

“qualified reporting counterparty” means a reporting counterparty that is any of the following: (a) a derivatives dealer; (b) a reporting clearing agency; (c) an affiliated entity of a person or company referred to in paragraph (a) or (b);

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"reporting clearing agency" means either of the following: (a) a person or company recognized or exempted from recognition as a clearing agency under securities legislation in the local jurisdiction;

(b) a clearing agency that has provided a written undertaking to the regulator or securities regulatory authority to act as the reporting counterparty with respect to transactions cleared by it that are subject to the reporting obligations under this Instrument;

"reporting counterparty" means the counterparty to a derivative as determined under section 25 that is required to report derivatives data under section 26;

“Schedule III Bank” means a foreign bank listed in Schedule III to the Bank Act (Canada); "transaction" means entering into, assigning, selling or otherwise acquiring or disposing of a derivative or the novation of a derivative;

"user" means, in respect of a designated trade repository, a counterparty (or delegate of a counterparty) to a derivative reported to that designated trade repository pursuant to this Rule;

“UTI” means unique transaction identifier; “validation procedure” means a written rule, policy or procedure reasonably designed to validate that the derivatives data reported under this Rule satisfies the derivatives data elements listed in Appendix A and the technical specifications set out in the CSA Derivatives Data Technical Manual.,

“valuation data” means data in respect of the data elements listed in Appendix A under the headings “Data Elements Related to Valuation” and “Data Elements Related to Actions and Events”.

1(2) In this Rule, each of the following terms has the same meaning as in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards: "accounting principles"; "auditing standards"; "publicly accountable enterprise"; "U.S. AICPA GAAS"; "U.S. GAAP"; and "U.S. PCAOB GAAS".

1(3) In this Rule, "interim period" has the same meaning as in section 1.1 of National Instrument 51-102 Continuous Disclosure Obligations.

1(4) In this Rule, a person or company is an affiliated entity of another person or company if one of them controls the other or each of them is controlled by the same person or company.

1(5) In this Rule, a person or company (the first party) is considered to control another person or company (the second party) if any of the following apply:

(a) the first party beneficially owns or directly or indirectly exercises control or direction over securities of the second party carrying votes which, if exercised, would entitle the first party to elect a majority of the directors of the second party unless the first party holds the voting securities only to secure an obligation;

(b) the second party is a partnership, other than a limited partnership, and the first party holds more than 50% of the interests of the partnership;

(c) all of the following apply: (i) the second party is a limited partnership;

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(ii) the first party is a general partner of the limited partnership referred to in subparagraph (i); (iii) the first party has the power to direct the management and policies of the second party by virtue of being a general partner of the second party;

(d) all of the following apply: (i) the second party is a trust; (ii) the first party is a trustee of the trust referred to in subparagraph (i); (iii) the first party has the power to direct the management and policies of the second party by virtue of being a trustee of the second party.

1(6) Despite subsections (4) and (5), an investment fund is not an affiliated entity of another person or company for the purposes of this Rule..

PART 2 – TRADE REPOSITORY DESIGNATION AND ONGOING REQUIREMENTS

Trade repository initial filing of information and designation 2(1) An applicant for designation under section 31.6 of the Act must file a completed Form 91-507F1 – Application For Designation and Trade Repository Information Statement.

2(2) In addition to the requirement set out in subsection (1), an applicant for designation under section 31.6 of the Act whose head office or principal place of business is located outside of Manitoba must

(a) certify on Form 91-507F1 that it will provide the Commission with access to its books and records and will submit to onsite inspection and examination by the Commission,

(b) certify on Form 91-507F1 that it will provide the Commission with an opinion of legal counsel that (i) the applicant has the power and authority to provide the Commission with access to its books and records, and

(ii) the applicant has the power and authority to submit to onsite inspection and examination by the Commission.

2(3) In addition to the requirements set out in subsections (1) and (2), an applicant for designation under section 31.6 of the Act whose head office or principal place of business is located in a foreign jurisdiction must file a completed Form 91-507F2 – Submission to Jurisdiction and Appointment of Agent for Service of Process.

2(4) Within 7 days of becoming aware of an inaccuracy in or making a change to the information provided in Form 91-507F1, an applicant must file an amendment to Form 91-507F1 in the manner set out in that Form.

Change in information 3(1) Subject to subsection (2), a designated trade repository must not implement a significant change to a matter set out in Form 91-507F1 unless it has filed an amendment to Form 91-507F1 in the manner set out in that Form at least 45 days before implementing the change.

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3(2) A designated trade repository must file an amendment to the information provided in Exhibit I (Fees) of Form 91-507F1 in the manner set out in the Form at least 15 days before implementing a change to the information provided in the Exhibit.

3(3) For a change to a matter set out in Form 91-507F1 other than a change referred to in subsection (1) or (2), a designated trade repository must file an amendment to Form 91-507F1 in the manner set out in that Form at least annually.

Filing of initial audited financial statements 4(1) An applicant must file audited financial statements for its most recently completed financial year with the Commission as part of its application for designation under section 31.6 of the Act.

4(2) The financial statements referred to in subsection (1) must (a) be prepared in accordance with one of the following (i) Canadian GAAP applicable to a publicly accountable enterprise, (ii) IFRS, or (iii) U.S. GAAP, if the person or company is incorporated or organized under the laws of the United States of America,

(b) identify in the notes to the financial statements the accounting principles used to prepare the financial statements,

(c) disclose the presentation currency, and (d) be audited in accordance with (i) Canadian GAAS, (ii) International Standards on Auditing, or (iii) U.S. AICPA GAAS or U.S. PCAOB GAAS if the person or company is incorporated or organized under the laws of the United States of America.

4(3) report that

The financial statements referred to in subsection (1) must be accompanied by an auditor’s

(a) expresses an unmodified opinion if the financial statements are audited in accordance with Canadian GAAS or International Standards on Auditing,

(b) expresses an unqualified opinion if the financial statements are audited in accordance with U.S. AICPA GAAS or U.S. PCAOB GAAS,

(c) identifies all financial periods presented for which the auditor’s report applies, (d) identifies the auditing standards used to conduct the audit, (e) identifies the accounting principles used to prepare the financial statements,

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(f) is prepared in accordance with the same auditing standards used to conduct the audit, and (g) is prepared and signed by a person or company that is authorized to sign an auditor’s report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction.

Filing of annual audited and interim financial statements 5(1) A designated trade repository must file annual audited financial statements that comply with the requirements in subsections 4(2) and 4(3) with the Commission no later than the 90th day after the end of its financial year.

5(2) A designated trade repository must file interim financial statements with the Commission no later than the 45th day after the end of each interim period.

5(3) The interim financial statements referred to in subsection (2) must (a) be prepared in accordance with one of the following (i) Canadian GAAP applicable to a publicly accountable enterprise, (ii) IFRS, or (iii) U.S. GAAP, if the person or company is incorporated or organized under the laws of the United States of America, and

(b) identify in the notes to the financial statements the accounting principles used to prepare the financial statements.

Ceasing to carry on business 6(1) A designated trade repository that intends to cease carrying on business in Manitoba as a trade repository must make an application and file a report on Form 91-507F3 – Cessation of Operations Report For Trade Repository at least 180 days before the date on which it intends to cease carrying on that business.

6(2) A designated trade repository that involuntarily ceases to carry on business in Manitoba as a trade repository must file a report on Form 91-507F3 as soon as practicable after it ceases to carry on that business.

Legal framework 7(1) A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures reasonably designed to ensure a well-founded, clear, transparent, and enforceable legal basis for each material aspect of its activities.

7(2) Without limiting the generality of subsection (1), a designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures that are not contrary to the public interest and that are reasonably designed to ensure that

(a) the rules, policies and procedures and its contracts are consistent with the laws applicable to those rules, policies, procedures and contracts, and that any material risk arising from a conflict between the laws of Manitoba and the laws of another jurisdiction of Canada or a foreign jurisdiction that apply to a contract with its participants is reasonably mitigated,

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(b) the rights and obligations of a user, owner and regulator with respect to the use of the designated trade repository’s information are clear and transparent,

(c) the contractual arrangements that it enters into and supporting documentation clearly state service levels, rights of access, protection of confidential information, intellectual property rights and operational reliability, and

(d) the status of records of contracts in its repository and whether those records of contracts are the legal contracts of record are clearly established.

Governance 8(1) A designated trade repository must establish, implement and maintain written governance arrangements that

(a) are well-defined, clear and transparent, (b) establish a clear organizational structure with responsibilities and direct lines of accountability, including roles and responsibilities in relation to the identification, measurement, monitoring and management of risks,

(b.1) establish a clear risk management framework that includes the tolerance levels for the identified risks of the designated trade repository,

(b.2) establish processes for making decisions, including, for greater certainty, making decisions relating to crises and emergencies, and rules of accountability in respect of decisions relating to risk,

(c) provide for effective internal controls, (d) promote the safety and efficiency of the designated trade repository and ensure that participants can efficiently access its derivatives data reporting services,

(e) ensure effective oversight of the designated trade repository, (f) support the stability of the broader financial system and other relevant public interest considerations, and (g) properly balance the interests of relevant stakeholders. 8(2) A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures reasonably designed to identify and manage existing and potential conflicts of interest.

8(3) A designated trade repository must publicly disclose on its website (a) the governance arrangements established in accordance with subsection (1), and (b) the rules, policies and procedures established in accordance with subsection (2). Board of directors 9(1) A designated trade repository must have a board of directors.

9(2) The board of directors of a designated trade repository must include (a) individuals who have an appropriate level of skill and experience to effectively and efficiently oversee the management of its operations in accordance with all relevant laws, and

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(b) appropriate representation by individuals who are independent of the designated trade repository. 9(3) The board of directors of a designated trade repository must, in consultation with the chief compliance officer of the designated trade repository, resolve conflicts of interest identified by the chief compliance officer.

9(4) The board of directors of a designated trade repository must meet with the chief compliance officer of the designated trade repository on a regular basis.

9(5) A designated trade repository must establish, implement and maintain policies and procedures to review the overall performance of the board of directors and the performance of each board member on a regular basis.

Management 10(1) A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures that

(a) specify the roles and responsibilities of management, and (b) ensure that management has the experience, competencies, integrity and mix of skills necessary to discharge its roles and responsibilities.

10(2) A designated trade repository must notify the Commission no later than the 5th business day after appointing or replacing its chief compliance officer, chief executive officer or chief risk officer.

Chief compliance officer 11(1) The board of directors of a designated trade repository must appoint a chief compliance officer with the appropriate experience, competencies, integrity and mix of skills necessary to serve in that capacity.

11(2) The chief compliance officer of a designated trade repository must report directly to the board of directors of the designated trade repository or, if so directed by the board of directors, to the chief executive officer of the designated trade repository.

11(3) The chief compliance officer of a designated trade repository must (a) establish, implement, maintain and enforce written rules, policies and procedures to identify and resolve conflicts of interest,

(b) establish, implement, maintain and enforce written rules, policies and procedures to ensure that the designated trade repository complies with securities legislation,

(c) monitor compliance with the rules, policies and procedures required under paragraphs (a) and (b) on an ongoing basis,

(d) report to the board of directors of the designated trade repository as soon as practicable after becoming aware of a circumstance indicating that the designated trade repository, or an individual acting on its behalf, is not in compliance with the securities laws of a jurisdiction in which it operates and one or more of the following apply:

(i) the non-compliance creates a risk of harm to a user; (ii) the non-compliance creates a risk of harm to the capital markets;

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(iii) the non-compliance is part of a pattern of non-compliance; (iv) the non-compliance may have an impact on the ability of the designated trade repository to carry on business as a trade repository in compliance with securities legislation,

(e) report to the designated trade repository’s board of directors as soon as practicable after becoming aware of a conflict of interest that creates a risk of harm to a user or to the capital markets, and

(f) prepare and certify an annual report assessing compliance by the designated trade repository, and individuals acting on its behalf, with securities legislation and submit the report to the board of directors.

11(4) Concurrently with submitting a report under paragraph (3)(d), (3)(e) or (3)(f), the chief compliance officer must file a copy of the report with the Commission.

Fees 12 must be

Any fees and other material costs imposed by a designated trade repository on its participants

(a) fairly allocated among participants, (b) publicly disclosed on its website for each service it offers with respect to the collection and maintenance of derivatives data, and

(c) reviewed on a regular basis, at least once every 2 calendar years.. Access to designated trade repository services 13(1) A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures that establish objective, risk-based criteria for participation that permit fair and open access to the services it provides.

13(2) A designated trade repository must publicly disclose on its website the rules, policies and procedures referred to in subsection (1).

13(3) A designated trade repository must not do any of the following: (a) unreasonably prohibit, condition or limit access by a person or company to the services offered by the designated trade repository;

(b) permit unreasonable discrimination among the participants of the designated trade repository; (c) impose a burden on competition that is not reasonably necessary and appropriate; (d) require the use or purchase of another service for a person or company to utilize the trade reporting service offered by the designated trade repository.

Receiving derivatives data 14 A designated trade repository must not refuse to receive derivatives data from a participant for all derivatives of an asset class set out in its designation order and in respect of all data elements listed in Appendix A.

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Communication procedures and standards 15 A designated trade repository must use or accommodate relevant internationally accepted communication procedures and standards in order to facilitate the efficient exchange of data between its systems and those of

(a) its participants, (b) other trade repositories, (c) exchanges, clearing agencies, alternative trading systems, and other marketplaces, and (d) other service providers. Due process 16(1) Before making a decision that directly and adversely affects a participant or an applicant that applies to become a participant, a designated trade repository must give the participant or applicant an opportunity to be heard.

16(2) A designated trade repository must keep records of, give reasons for, and provide for reviews of its decisions, including, for each applicant, the reasons for granting, denying or limiting access.

Rules, policies and procedures 17(1) The rules, policies and procedures of a designated trade repository must

(a) be clear and comprehensive and provide sufficient information to enable a participant to have an accurate understanding of its rights and obligations in accessing the services of the designated trade repository and the risks, fees, and other material costs they incur by using the services of the designated trade repository,

(b) be reasonably designed to govern all aspects of the services offered by the designated trade repository with respect to the collection and maintenance of derivatives data and other information relating to a derivative, and

(c) not be inconsistent with securities legislation. 17(2) A designated trade repository must monitor compliance with its rules, policies and procedures on an ongoing basis.

17(3) A designated trade repository must establish, implement, maintain and enforce written rules, policies and procedures for sanctioning non-compliance with its rules, policies and procedures.

17(4) A designated trade repository must publicly disclose on its website (a) its rules, policies and procedures referred to in this section, and (b) its procedures for adopting new rules, policies and procedures or amending existing rules, policies and procedures.

17(5) A designated trade repository must file its proposed new or amended rules, policies and procedures for approval in accordance with the terms and conditions of its designation order, unless the order explicitly exempts the designated trade repository from this requirement.

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Records of data reported 18(1) A designated trade repository must design its recordkeeping procedures to ensure that it records derivatives data without error or omission and on a timely basis.

18(2) A designated trade repository must keep, in a safe location and in a durable form, records of derivatives data for 7 years after the date on which the derivative expires or terminates.

18(3) Throughout the period described in subsection (2), a designated trade repository must create and maintain at least one copy of each record of derivatives data required to be kept under subsection (2), in a safe location and in a durable form, separate from the location of the original record.

Comprehensive risk-management framework 19 A designated trade repository must establish, implement and maintain a written risk-management framework for comprehensively managing risks including business, legal, and operational risks.

General business risk 20(1) A designated trade repository must establish, implement and maintain appropriate systems, controls and procedures to identify, monitor, and manage its general business risk.

20(2) Without limiting the generality of subsection (1), a designated trade repository must hold sufficient insurance coverage and liquid net assets funded by equity to cover potential general business losses in order that it can continue operations and services as a going concern in order to achieve a recovery or an orderly wind down if those losses materialize.

20(3) For the purposes of subsection (2), a designated trade repository must hold, at a minimum, liquid net assets funded by equity equal to six months of current operating expenses.

20(4) A designated trade repository must identify scenarios that may potentially prevent it from being able to provide its critical operations and services as a going concern and assess the effectiveness of a full range of options for an orderly wind-down.