24-101F3 - Matching Service Utility Notice of Operations [F Proposed - Lapsed]

Concurrently Published:

• BCN 2006/02 - Request for Comment on Proposed National Instrument 24-101 Institutional Trade Matching and Settlement [BCN - Lapsed]

DATE OF COMMENCEMENT INFORMATION:

Effective date of commencement of operations:  _______________  (DD/MMM/YYYY)

TYPE OF FILING:                —  INITIAL SUBMISSION               —  AMENDMENT

MATCHING SERVICE UTILITYIDENTIFICATION AND CONTACT INFORMATION:

1.         Full name of matching service utility:

2.         Name(s) under which business is conducted, if different from item 1:

3.         Address of matching service utility’s principal place of business:

4.         Mailing address, if different from business address:

5.         Contact employee name:

            Telephone number:      

            E‑mail address:

6.         Legal counsel:

            Firm name:

            Telephone number:

            E‑mail address:

GENERAL INFORMATION:

7.         Website address:

8.         Date of financial year‑end: ____________________    (DD/MMM/YYYY)

9.         Indicate the form of your legal status (e.g., corporation, limited or general partnership), the date of formation, and the jurisdiction under which you were formed:

            Legal status:             —  CORPORATION                   —   PARTNERSHIP

                                                —   OTHER (SPECIFY):

(a) Date of formation: ____________________                       (DD/MMM/YYYY)

(b) Jurisdiction and manner of formation:

10.       From the following list, specify the types of securities for which information will be received and processed by you for transmission of matched trades to a regulated clearing agency.

            (a) Exchange-traded securities:

                                   Domestic traded                     Foreign traded

                                    —  EQUITY SECURITIES        —  EQUITY SECURITIES

                                    —  DEBT SECURITIES            —  DEBT SECURITIES

            (b) OTC securities: — EQUITY

                                                — GOVERNMENT DEBT

                                                — CORPORATE DEBT

            (c) Specify other types of securities:

INSTRUCTIONS:

File this form together with all exhibits pursuant to section 6.1 of the Instrument.

For each exhibit, include your name, 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 not applicable, a full statement describing why the exhibit is not applicable shall be furnished in lieu of the exhibit.

If you are filing an amendment to Form 24-101F3 pursuant to section 6.1(2) or 6.2 of the Instrument, and the amended information relates to an exhibit that was filed with such form, you shall provide a description of the change and complete and file an updated exhibit. Significant changes to the information in this form should be briefly noted in the quarterly filing of Form 24-101F5. 

EXHIBITS:

1.         CORPORATE GOVERNANCE

Exhibit A - Constating documents

Provide a copy of your constating documents, including corporate by‑laws and other similar documents, as amended from time to time.

Exhibit B - Ownership

List any person or company that owns 10 percent or more of your voting securities or that, either directly or indirectly, through agreement or otherwise, may control your management. Provide the full name and address of each person or company and attach a copy of the agreement or, if there is no written agreement, briefly describe the agreement or basis through which the person or company exercises or may exercise control or direction.

Exhibit C - Officials

Provide a list of the partners, officers, directors or persons performing similar functions who presently hold or have held their offices or positions during the current and previous calendar year, indicating the following for each:

1. Name.
2. Title.
3. Dates of commencement and expiry of present term of office or position and length of time the office or position held.
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.

Exhibit D - Organizational structure

Provide a narrative or graphic description of your organizational structure.

Exhibit E - Affiliated entities

For each person or company affiliated to you, provide the following information:

1. Name and address of affiliated entity.
2. Form of organization (e.g., association, corporation, partnership)
3. Name of jurisdiction and statute under which organized. 
4. Date of incorporation in present form.
5. Brief description of nature and extent of affiliation or contractual or other agreement with you.
6. Brief description of business services or functions.
7. If a person or company has ceased to be affiliated with you during the previous year or ceased to have a contractual or other agreement relating to your operations during the previous year, provide a brief statement of the reasons for termination of the relationship.

2.         FINANCIAL VIABILITY

Exhibit F - Audited financial statements

Provide your audited financial statements for the latest financial year and a report prepared by an independent auditor. 

3.         FEES

Exhibit G - Fee list, fee structure

Provide a complete list of all fees and other charges imposed, or to be imposed, by you for use of your services as a matching service utility, including the cost of establishing a connection to your systems.

4.         ACCESS

Exhibit H - Users

Provide a list of all users or subscribers for which you propose to provide the services of a matching service utility. Identify the type(s) of business of each user or subscriber (e.g., custodian, dealer, advisor or other party).

If applicable, for each instance during the past year in which any user or subscriber of your services has been prohibited or limited in respect of access to such services, indicate the name of each such user or subscriber and the reason for the prohibition or limitation.

Exhibit I - User contract

Provide a copy of each form of agreement governing the terms by which users or subscribers may subscribe to your services of a matching service utility.

5.         SYSTEMS AND OPERATIONS

Exhibit J - System description

Describe the manner of operation of your systems for performing your services of a matching service utility (including, without limitation, systems that collect and process trade execution details and settlement instructions for matching of trades). This description should include the following:

1. The hours of operation of the systems, including communication with a regulated clearing agency.
2. Locations of operations and systems (e.g., countries and cities where computers are operated, primary and backup).
3. A brief description in narrative form of each service or function performed by you.

6.         SYSTEMS COMPLIANCE

Exhibit K - Security

Provide a brief description of the processes and procedures implemented by you to provide for the security of any system used to perform your services of a matching service utility.  

Exhibit L - Capacity planning and measurement

1. Provide a brief description of capacity planning/performance measurement techniques and system and stress testing methodologies.
2. Provide a brief description of testing methodologies with users or subscribers. For example, when are user/subscriber tests employed? How extensive are these tests?

Exhibit M - Business continuity

Provide a brief description of your contingency and business continuity plans in the event of a catastrophe.

Exhibit N - Material systems failures and changes

Provide a brief description of policies and procedures in place for reporting to regulators material systems failures and changes. Material systems failures include serious incidents that result in the interruption of the matching of trades for more than thirty minutes during normal business hours.

Exhibit O - Independent systems audit

1. Briefly describe your plans to provide an annual independent audit of your systems.
2. If applicable, provide a copy of the last external systems operations audit report.

7.         INTER-OPERABILITY

Exhibit P - Inter-operability agreements

List all other matching service utilities for which you have entered into an inter-operability agreement. Provide a copy of all such agreements.

8.         OUTSOURCING

Exhibit Q - Outsourcing firms

For each person or company (outsourcing firm) with whom or which you have an outsourcing agreement or arrangement relating to your services of a matching service utility, provide the following information:

1. Name and address of the outsourcing firm.
2. Brief description of business services or functions of the outsourcing firm.
3. Brief description of the outsourcing firm’s contingency and business continuity plans in the event of a catastrophe.

9.         CONFIDENTIALITY

Label all confidential material as “Confidential”. In submissions, do not include detailed, sensitive operational security information.

CERTIFICATE OF MATCHING SERVICE UTILITY

The undersigned certifies that the information given in this report on behalf of the matching service utility is true and correct.

DATED at ______________________ this _____ day of _______________ 20____

_______________________________________________________
(Name of matching service utility ‑ type or print)

_______________________________________________________
(Name of director, officer or partner ‑ type or print)

_______________________________________________________
(Signature of director, officer or partner)

______________________________________________________
(Official capacity ‑ type or print)