FORM 21-101F2
INFORMATION STATEMENT
ALTERNATIVE TRADING SYSTEM

TYPE OF FILING:

□         INITIAL OPERATION REPORT

□         AMENDMENT; AMENDMENT No.

Identification:

1. Full name of alternative trading system:
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 alternative trading 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. The ATS is

□           a member of______________(name of the recognized self-regulatory entity)

□           a registered dealer

11. If this is an initial operation report, the date the alternative trading system expects to commence operation:
12. The ATS has contracted with [name of regulation services provider] to perform market regulation for the ATS and its subscribers.

EXHIBITS

File all Exhibits with the Initial Operation Report. For each Exhibit, include the name of the ATS, 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 must be furnished instead of such Exhibit.

If the ATS files an amendment to the information provided in its Initial Operation Report and the information relates to an Exhibit filed with the Initial Operation Report or a subsequent amendment, the ATS must, in order to comply with subsection 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 ATS must provide a clean and blacklined version showing changes from the previous filing.

Exhibit A – Corporate Governance

1. Legal status:

□           Corporation

□           Partnership

□           Sole Proprietorship

□           Other (specify):

2. Except where the ATS is a sole proprietorship, indicate the following:

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

2.           Place of formation.

3.           Statute under which the ATS 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 the policies and procedures to address conflicts of interest arising from the 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, and the responsibilities and sound functioning of the marketplace.

Exhibit B – Ownership

A list of the registered or beneficial holders of securities of, partnership interests in, or other ownership interests in, the ATS. 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.
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 ATS that is publicly traded, if the ATS is a corporation, please only provide a list of each shareholder that directly owns five percent or more of a class of a voting security of the ATS.

Exhibit C – Organization

1. A list of partners, directors, 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.

Exhibit D – Affiliates

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

(i)           to which the ATS 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 ATS 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 ATS, 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.

Exhibit E – Operations of the Marketplace

Describe in detail the manner of operation of the market and its associated functions. This must include, but is not limited to, a description of the following:

1.           The structure of the market (e.g., call market, auction market, dealer market).

2.           Means of access to the market or facility and services, including a description of any co-location arrangements.

3.           The hours of operation.

4.           A description of the services offered by the marketplace including, but not limited 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 regarding the entry, display and execution of orders. If indications of interest are used, please describe the information they include and list the types of recipients.

7.           A description of how orders interact, including, but not limited to, the priority of execution for all order types.

8.           A description of order routing procedures.

9.           A description of order and trade reporting procedures.

10.         A 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 provided to participants and a copy of any materials provided both with respect to systems of the marketplace, the requirements of the marketplace, and the rules of the regulation services providers, if applicable.

13.         Steps taken to ensure that marketplace participants have knowledge of and comply 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.

The filer must provide all material contracts relating to order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing.

Exhibit F – Outsourcing

Where the ATS 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 routing, trading, execution, clearing and settlement, data and co-location, 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 ATS 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.

4.           A copy of the marketplace's policies and procedures for the selection of service providers to which key services and systems may be outsourced and for the evaluation and approval of such outsourcing arrangements that are established and maintained pursuant to paragraph 5.12(a) of National Instrument 21-101 Marketplace Operation.

5.           A description of any conflicts of interest between the marketplace and the service provider to which key services and systems are outsourced and a copy of the policies and procedures to mitigate and manage such conflicts of interest that have been established pursuant to paragraph 5.12(b) of National Instrument 21-101 Marketplace Operation.

6.           A description of the measures the marketplace has taken pursuant to paragraph 5.12(f) of National Instrument 21-101 Marketplace Operation to ensure that the service provider has established, maintains and periodically tests an appropriate business continuity plan, including a disaster recovery plan.

7.           A description of the measures the marketplace has taken pursuant to paragraph 5.12(g) of National Instrument 21-101 Marketplace Operation to ensure that the service provider protects the proprietary order, trade or any other confidential information of the participants of the marketplace.

8.           A copy of the marketplace's processes and procedures to regularly review the performance of a service provider under an outsourcing arrangement that are established pursuant to paragraph 5.12(h) of National Instrument 21-101 Marketplace Operation.

Exhibit G – Systems and Contingency Planning

General

Provide:

1.           A high level description of the marketplace's systems that support order entry, order routing, execution, trade reporting, trade comparison, data feeds, co-location and if applicable, market surveillance and trade clearing.

2.           An organization chart of the marketplace's information technology group unless otherwise provided as part of the report required by subsection 12.2(1) of the Instrument.

Business Continuity Planning

Please provide a description of the marketplace's business continuity and disaster recovery plans that includes, but is not limited to, information regarding the following:

1.           Where the primary processing site is located.

2.           What the approximate percentage of hardware, software and network redundancy is at the primary site.

3.           Any uninterruptible power source (UPS) at the primary site.

4.           How frequently market data is stored off-site.

5.           Any secondary processing site, the location of any such secondary processing site and whether all of the marketplace's critical business data is accessible through the secondary processing site.

6.           The creation, management, and oversight of the plans, including a description of responsibility for the development of the plans and their ongoing review and updating.

7.           Escalation procedures, including event identification, impact analysis, and activation of the plans in the event of a disaster or disruption.

8.           Procedures for internal and external communications, including the distribution of information internally, to the securities regulatory authority, and, if appropriate, to the public, together with the roles and responsibilities of marketplace staff for internal and external communications.

9.           The scenarios that would trigger the activation of the plans.

10.         How frequently the business continuity and disaster recovery plans are tested.

11.         Procedures for record keeping in relation to the review and updating of the plans, including the logging of tests and deficiencies.

12.         The targeted time to resume operations of critical information technology systems following the declaration of a disaster by the marketplace and the service level to which such systems are to be restored.

13.         Any single points of failure faced by the marketplace.

Systems Capacity

Please provide information regarding:

1.           How frequently future market activity is evaluated in order to adjust processing capacity.

2.           The approximate excess capacity maintained over average daily transaction volumes.

3.           How often or at what point stress testing is performed.

Systems

Please provide information regarding:

1.           Whether the trading engine was developed in-house or by a commercial vendor.

2.           Whether the trading engine is maintained in-house or by a commercial vendor and provide the name of the commercial vendor, if applicable.

3.           The marketplace's networks. Please provide a copy of a high-level network diagram of the systems referred to in section 12.1 of the Instrument, as applicable, together with a description of the external points of contact for the marketplace's networks.

4.           The message protocols supported by the marketplace's systems.

5.           The transmission protocols used by the marketplace's systems.

IT Risk Assessment

Please describe the IT risk assessment framework, including:

1.           How the probability and likelihood of IT threats are considered.

2.           How the impact of risks are measured according to qualitative and quantitative criteria.

3.           The documentation process for acceptable residual risks with related offsets.

4.           The development of management's action plan to implement a risk response to a risk that has not been accepted.

Exhibit H – Custody of Assets

1.           If the ATS 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 ATS, 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

List the types of securities that are traded on the ATS, indicating the exchange(s) on which such securities are listed. If this is an initial filing, list the types of securities the ATS 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 item 4, including trading on the ATS.
2. Describe the classes of marketplace participants (i.e. dealer, institution or retail).
3. Describe the ATS'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 ATS.
6. Describe any procedures that will be involved in the suspension or termination of a marketplace participant.
7. Describe the ATS'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 primarily engaged in by the marketplace participant (e.g., agency trading, proprietary trading, registered trading, market making).

4.           The class of participation or other access. Please identify if the marketplace participant accesses the marketplace through co-location.

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 whom 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 or discounts are set.

Exhibit M – Regulation

The ATS has contracted with regulation services provider___________to perform market regulation for ATS and its subscribers. Provide a copy of the contract between the filer and the regulation services provider.

Exhibit N – Acknowledgement

The form of acknowledgement required by subsections 5.9(2) and 6.11(2) of National Instrument 21-101 Marketplace Operation.

CERTIFICATE OF ALTERNATIVE TRADING SYSTEM

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

DATED at ______________ this ______ day of ___________ 20 _____

______________________________________________

(Name of alternative trading system)

______________________________________________

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

______________________________________________

(Signature of director, officer or partner)

______________________________________________

(Official capacity - please type or print)