Form 91-507F1
OSC RULE 91-507 – TRADE REPOSITORIES AND DERIVATIVES DATA REPORTING

APPLICATION FOR DESIGNATION
TRADE REPOSITORY
INFORMATION STATEMENT

Filer:           □ TRADE REPOSITORY

Type of Filing:        □ INITIAL                            □ AMENDMENT

1. Full name of trade repository:
2. Name(s) under which business is conducted, if different from item 1:
3. If this filing makes a name change on behalf of the trade repository 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. Canadian counsel (if applicable)

Firm name:

Contact name:

Telephone number:

Facsimile:

E-mail address:

EXHIBITS

File all Exhibits with the Filing. For each Exhibit, include the name of the trade repository, the date of filing of the Exhibit and the date as of which the information is accurate (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 files an amendment to the information provided in its Filing and the information relates to an Exhibit filed with the Filing or a subsequent amendment, the filer must, in order to comply with section 3 of OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting (the "TR Rule"), 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 blacklined version showing changes from the previous filing.

If the filer has otherwise filed the information required by the previous paragraph pursuant to section 17 of the TR Rule, it is not required to file the information again as an amendment to an Exhibit. However, if supplementary 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

□           Other (specify):

2. Indicate the following:

1.           Date (DD/MM/YYYY) of formation.

2.           Place of formation.

3.           Statute under which trade repository was organized.

4.           Regulatory status in other jurisdictions.

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 the policies and procedures to address potential conflicts of interest arising from the operation of the trade repository or the services it provides, including those related to the commercial interest of the trade repository, the interests of its owners and its operators, the responsibilities and sound functioning of the trade repository, and those between the operations of the trade repository and its regulatory responsibilities.
5. An applicant that is located outside of Ontario that is applying for designation as a trade repository under section 21.2.2(1) of the Act must additionally provide the following:

1.           An opinion of legal counsel that, as a matter of law the applicant has the power and authority to provide the Commission with prompt access to the applicant's books and records and submit to onsite inspection and examination by the Commission, and

2.           A completed Form 91-507F2, Submission to Jurisdiction and Appointment of Agent for Service.

Exhibit B – Ownership

A list of the registered or beneficial holders of securities of, partnership interests in, or other ownership interests in, the trade repository. 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 the ownership interest, including a description of the type of security, partnership interest or other ownership interest.

In the case of a trade repository that is publicly traded, if the trade repository is a corporation, please only provide a list of each shareholder that directly owns five percent or more of a class of a security with voting rights.

Exhibit C – Organization

1. A list of partners, officers, governors, and members of the board of directors and any standing committees of the board, or persons performing similar 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.
3. The name of the trade repository's Chief Compliance Officer.

Exhibit D – Affiliates

1. For each affiliated entity of the trade repository provide the name and head office address and describe the principal business of the affiliate.
2. For each affiliated entity of the trade repository

(i)           to which the trade repository has outsourced any of its key services or systems described in Exhibit E – Operations of the Trade Repository, including business recordkeeping, recordkeeping of trade data, trade data reporting, trade data comparison, data feed, or

(ii)          with which the trade repository has 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 description of the nature and extent of the contractual and other agreements with the trade repository, and the roles and responsibilities of the affiliate under the arrangement.

4.           A copy of each material contract relating to any outsourced functions or other material relationship.

5.           Copies of constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents.

6.           For the latest financial year of any affiliated entity that has any outstanding loans or cross-guarantee arrangements with the trade repository, financial statements, which may be unaudited, prepared in accordance with:

a.           Canadian GAAP applicable to publicly accountable enterprises;

b.           IFRS; or

c.           U.S. GAAP where the affiliated entity is incorporated or organized under the laws of the U.S.

Exhibit E – Operations of the Trade Repository

Describe in detail the manner of operation of the trade repository and its associated functions. This should include, but not be limited to, a description of the following:

1.           The structure of the trade repository.

2.           Means of access by the trade repository's participants and, if applicable, their clients to the trade repository's facilities and services.

3.           The hours of operation.

4.           A description of the facilities and services offered by the trade repository including, but not limited to, collection and maintenance of derivatives data.

5.           A list of the types of derivatives instruments for which data recordkeeping is offered, including, but not limited to, a description of the features and characteristics of the instruments.

6.           Procedures regarding the entry, display and reporting of derivatives data.

7.           Description of recordkeeping procedures that ensure derivatives data is recorded accurately, completely and on a timely basis.

8.           The safeguards and procedures to protect derivatives data of the trade repository's participants, including required policies and procedures reasonably designed to protect the privacy and confidentiality of the data.

9.           Training provided to participants and a copy of any materials provided with respect to systems and rules and other requirements of the trade repository.

10.         Steps taken to ensure that the trade repository's participants have knowledge of and comply with the requirements of the trade repository.

11.         A description of the trade repository's risk management framework for comprehensively managing risks including business, legal, and operational risks.

The filer must provide all policies, procedures and manuals related to the operation of the trade repository.

Exhibit F – Outsourcing

Where the trade repository has outsourced the operation of key services or systems described in Exhibit E – Operations of the Trade Repository to an arms-length third party, including any function associated with the collection and maintenance of derivatives data, provide the following information:

1.           Name and address of person or company (including any affiliates of the trade repository) to which the function has been outsourced.

2.           A description of the nature and extent of the contractual or other agreement with the trade repository and the roles and responsibilities of the arms-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 for collecting and maintaining reports of derivatives data, 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 description of the filer's business continuity and disaster recovery plans, including any relevant documentation.

6.           Procedures to test business continuity and disaster recovery plans.

7.           The list of data to be reported by all types of participants.

8.           A description of the data format or formats that will be available to the Commission and other persons receiving trade reporting data.

Exhibit H – Access to Services

1. A complete set of all forms, agreements or other materials pertaining to access to the services of the trade repository described in Exhibit E.4.
2. Describe the types of trade repository participants.
3. Describe the trade repository's criteria for access to the services of the trade repository.
4. Describe any differences in access to the services offered by the trade repository to different groups or types of participants.
5. Describe conditions under which the trade repository's participants may be subject to suspension or termination with regard to access to the services of the trade repository.
6. Describe any procedures that will be involved in the suspension or termination of a participant.
7. Describe the trade repository's arrangements for permitting clients of participants to have access to the trade repository. Provide a copy of any agreements or documentation relating to these arrangements.

Exhibit I – Fees

A description of the fee model and all fees charged by the trade repository, or by a party to which services have been directly or indirectly outsourced, including, but not limited to, fees relating to access and the collection and maintenance of derivatives data, how such fees are set, and any fee rebates or discounts and how the rebates and discounts are set.

 

 

CERTIFICATE OF TRADE REPOSITORY

The undersigned certifies that the information given in this report is true and correct.

DATED at ____________ this _________ day of ____________, 20 ____

___________________________________________________

(Name of trade repository)

___________________________________________________

(Name of director, officer or partner – please type or print)

___________________________________________________

(Signature of director, officer or partner)

___________________________________________________

(Official capacity – please type or print)

IF APPLICABLE, ADDITIONAL CERTIFICATE
OF TRADE REPOSITORY THAT IS LOCATED OUTSIDE OF ONTARIO

The undersigned certifies that

(a)          it will provide the Commission with access to its books and records and will submit to onsite inspection and examination by the Commission;

(b)          as a matter of law, it has the power and authority to

i.             provide the Commission with access to its books and records, and

ii.            submit to onsite inspection and examination by the Commission.

DATED at __________ this __________ day of _____________, 20 ___

___________________________________________________

(Name of trade repository)

___________________________________________________

(Name of director, officer or partner – please type or print)

___________________________________________________

(Signature of director, officer or partner)

___________________________________________________

(Official capacity – please type or print)