1. A marketplace that has provided access to a Participant or Access Person shall forthwith report to the Market Regulator the fact that the marketplace:
   1. has terminated the access of the Participant or Access Person to the marketplace; or
   2. knows or has reason to believe that the Participant or Access Person has or may have breached a material provision of any Marketplace Rule or agreement pursuant to which the Participant or Access Person was granted access to the marketplace.
2. A Participant that has provided access to a marketplace pursuant to direct electronic access or through a routing arrangement shall forthwith report to the Market Regulator the fact that the Participant:
   1. has terminated the access of the client under the arrangement for direct electronic access or of the investment dealer or foreign dealer equivalent through a routing arrangement; or
   2. knows or has reason to believe that the client, investment dealer or foreign dealer equivalent has or may have breached a material provision of:
      1. any standard established by the Participant for the granting of direct electronic access or a routing arrangement, or
      2. the written agreement between the Participant and the client regarding the direct electronic access, or the investment dealer or foreign dealer equivalent regarding a routing arrangement.

1. A Participant that has, under Rule 7.1, authorized an investment dealer to perform on its behalf the setting or adjusting of a specific risk management or supervisory control, policy or procedure or the provision of risk management or supervisory controls, policies and procedures to a third party shall forthwith report to the Market Regulator the fact that:
   1. the written agreement with the investment dealer or third party has been terminated; or
   2. the Participant knows or has reason to believe that the investment dealer or third party has failed to promptly remedy any deficiency identified by the Participant.

1. An officer, director, partner or employee of a Participant shall forthwith report to their supervisor or the compliance department of the Participant upon becoming aware of activity in a principal account, non-client account or client account of the Participant or a related entity that the officer, director, partner or employee believes may be a violation of:
   1. Subsection (1) of Rule 2.1 respecting specific unacceptable activities;
   2. Rule 2.2 respecting manipulative and deceptive activities;

   3. Rule 2.3 respecting improper orders and trades;

      (c.1) Subsection (1) of Rule 3.3 respecting a reasonable expectation to settle prior to the entry of an order for a short sale;

   4. Rule 4.1 respecting frontrunning;
   5. Part C of Corporation Rule 3100 – Best Execution of Client Orders respecting best execution of client orders;
   6. Rule 5.3 respecting client priority;
   7. Rule 6.4 respecting trades to be on a marketplace; and
   8. Any Requirement that has been designated by the Market Regulator for the purposes of this subsection.
2. An officer, director, partner or employee of an Access Person shall forthwith report to their supervisor or the compliance department of the Access Person upon becoming aware of activity by the Access Person or a related entity that the officer, director, partner or employee believes may be a violation of:
   1. Subsection (2) of Rule 2.1 respecting specific unacceptable activities;
   2. Rule 2.2 respecting manipulative and deceptive activities;

   3. Rules 2.3 respecting improper orders or trades;

      (c.1) Subsection (1) of Rule 3.3 respecting reasonable expectation to settle prior to the entry of an order for a short sale; and

   4. any Requirement that has been designated by the Market Regulator for the purposes of this subsection.
3. If a supervisor or compliance department of a Participant or Access Person receives a report pursuant to subsection (1) or (2), the supervisor or compliance department shall diligently conduct a review in accordance with the policies and procedures of the Participant adopted in accordance with Rule 7.1 or in accordance with the ordinary practices of the Access Person.
4. If the review conducted by the supervisor or compliance department concluded that there may be a violation, the supervisor or compliance department shall:
   1. make a written record of the report by the officer, director, partner or employee and the review conducted in accordance with subsection (3);
   2. diligently investigate the activity that is the subject of the report and review;
   3. make a written record of the findings of the investigation; and
   4. report the findings of the investigation to the Market Regulator if the finding of the investigation is that a violation of an applicable provision of UMIR has occurred and such report shall be made not later than the 15^th day of the month following the month in which the findings are made.
5. Each Participant and Access Person shall with respect to the records of the report, the review and the findings required by subsection (4):
   1. retain the records for a period of not less than seven years from the creation of the record; and
   2. allow the Market Regulator to inspect and make copies of the records at any time during ordinary business hours during the period that such record is required to be retained in accordance with clause (a).
6. The obligation of a Participant or an Access Person to report findings of an investigation under subsection (4) is in addition to any reporting obligation that may exist in accordance with applicable securities legislation, the requirements of any self-regulatory entity and any applicable Marketplace Rules.

POLICY 10.16 – GATEKEEPER OBLIGATIONS OF DIRECTORS, OFFICERS AND EMPLOYEES OF PARTICIPANTS AND ACCESS PERSONS

Part 1 – The Gatekeeper Obligation

Rule 10.16 requires a Participant or Access Person to conduct further investigation or review where the Participant or Access Person has reason to believe that there may have been a violation of one of the provisions enumerated in Rule 10.16. A Participant or Access Person cannot ignore “red flags” which may be indicative of improper behaviour by a client, director, officer, partner or employee of the Participant, Access Person or related entity.

1. The Market Regulator shall assign a unique identifier to:
   1. a marketplace for trading purposes upon the Market Regulator being retained as the regulation services provider for the marketplace.
2. A marketplace, upon granting access to the trading system of the marketplace to a Participant or Access Person, shall assign a unique identifier to the Participant or Access Person for trading purposes.
3. An Exchange upon listing of a security or a derivative, a QTRS upon quoting of a security and a marketplace upon commencement of trading of a foreign exchange-traded security shall assign a unique symbol for trading purposes.
4. The Market Regulator in assigning an identifier pursuant to subsection (1) or an Exchange, QTRS or marketplace in assigning an identifier or symbol pursuant to subsection (2) or (3) shall not assign an identifier or symbol that is:
   1. different from the identifier or symbol previously assigned to the marketplace, Participant, security or derivative if such previously assigned identifier or symbol will continue to be used in respect of that marketplace, Participant, security or derivative;
   2. the same as an identifier or symbol assigned to another marketplace, Participant, security or derivative if such previously assigned identifier or symbol will continue to be used in respect of that other marketplace, Participant, security, or derivative;
   3. not in compliance with the provisions of any agreement made in accordance with section 7.5 of the Trading Rules for the co-ordination and monitoring and enforcement between each regulation services provider, Exchange and QTRS; or
   4. in a form or of a type that is not generally supported by the systems of market participants as defined for the purposes of applicable securities legislation.

Each marketplace and each Participant shall synchronize the clocks used for recording the time and date of any event that must be recorded pursuant to UMIR to the clock used by the Market Regulator for this purpose.

Each Market Regulator shall provide information and other forms of assistance for market surveillance, investigative, enforcement and other regulatory purposes including the administration and enforcement of UMIR to:

1. a self-regulatory entity;
2. a self-regulatory organization in a foreign jurisdiction;
3. a securities regulatory authority;
4. a securities regulatory authority in a foreign jurisdiction; and
5. another Market Regulator.

1. Order and Trade Record - In addition to any information required to be recorded by a Participant in accordance with Part 11 of the Trading Rules, a Participant shall:
   1. immediately following the receipt or origination of an order, record:
      1. all order designations required by clause (b) of subsection (1) of Rule 6.2,
      2. the identifier of any investment adviser or registered representative receiving the order, and
      3. any information respecting the special terms attaching to the order required by subsection (3) of Rule 6.2, if applicable;
   2. immediately following the entry of an order to trade on a marketplace, add to the record:
      1. the identifier of the Participant through which any trade would be cleared and settled,
      2. the identifier assigned to the marketplace on which the order is entered; and
   3. immediately following the variation or correction of an order, add to the record any information required by clause (a) which has been changed.
2. Transmittal of Order Information to a Market Regulator - The Participant shall transmit the record of the order required to be maintained by the Participant by this section to:
   1. the Market Regulator for the marketplace on which the trade was executed; or
   2. if the order was not executed on a marketplace in accordance with Rule 6.4,
      1. a Market Regulator if the security is not listed on an Exchange or traded on a QTRS, and

      2. the Market Regulator for the Exchange or the QTRS on which the security is listed or quoted,

         at the time and in such manner and form as may be required by the Market Regulator.

3. Provision of Additional Information - In addition to any information provided by a Participant to a Market Regulator in accordance with subsection (2), the Participant shall provide to the Market Regulator forthwith upon request in such form and manner as may be reasonably required by the Market Regulator:
   1. any additional information respecting the order or trade reasonably requested; and
   2. information respecting any prior or subsequent order or trade in the security or the derivative or a related security or a related derivative undertaken by the Participant on any marketplace.
4. Provision of Information by a Access Person - Where an order has been entered on a marketplace by an Access Person, the Access Person shall provide to the Market Regulator of the marketplace on which the order was entered or the Market Regulator of the marketplace on which the order was executed forthwith upon request in such form and manner as may be reasonably required by the Market Regulator:
   1. any information respecting the order or trade reasonably requested; and
   2. information respecting any prior or subsequent order or trade in the security or a related security undertaken by the Access Person on any marketplace.

1. A Participant shall calculate, as of 15th day and as of the last day of each calendar month, the aggregate short position of each individual account in respect of each listed security and quoted security.
2. Unless a Participant maintains the account in which an Access Person has the short position in respect of a listed security or quoted security, the Access Person shall calculate, as of the 15th day and as of the last day of each calendar month, the aggregate short position of the Access Person in respect of each listed security and quoted security.
3. Unless otherwise provided, each Participant and Access Person required to file a report in accordance with subsection (1) or (2) shall file a report of the calculation with a Market Regulator in such form as may be required by the Market Regulator not later than two trading days following the date on which the calculation is to be made.

1. A Market Integrity Official may, in governing trading in securities or derivatives on the marketplace:
   1. delay, halt or suspend trading in a security or a derivative at any time and for such period of time as such Market Integrity Official may consider appropriate in the interest of a fair and orderly market;
   2. refuse to allow any bid price or ask price to be recorded at any time if, in the opinion of such Market Integrity Official, such quotation is unreasonable or not in compliance with UMIR or any Policy;
   3. settle any dispute arising from trading in securities or derivatives on the marketplace where such authority is not otherwise provided for in any requirement governing trading on the marketplace;
   4. vary or cancel any trade which, in the opinion of such Market Integrity Official, is unreasonable or not in compliance with UMIR or any Policy;
   5. vary or cancel any trade upon application of the buyer and seller provided such application has been made by the end of trading on the day following the day on which the trade was made or such earlier time as may be established in any Marketplace Rule of the marketplace on which the trade was executed;
   6. in respect of any trade which has not complied with the requirements of Part 5, correct the price of the trade to a price at which the trade would have complied with such requirement, or
   7. require the Participant or Access Person to satisfy any order included in the disclosed volume if the trade by the Participant or Access Person failed to comply with requirements of section 6.4 of the Trading Rules;
      
      (g.1) in respect of any trade of a principal order or non-client order that has not complied with the requirements of Rule 5.3, require the Participant to satisfy the client order at the price and up to the volume of the trade which failed to comply with the requirements of Rule 5.3.
   8. provide to any person an interpretation of any provision of UMIR and any Policy in accordance with the purpose and intent of the provision and shall ensure that any such interpretation is observed by such person;
   9. limit trading to liquidation of a position in a listed derivative only;
   10. order liquidation of a position in a listed derivative in all or a portion of an account;
   11. restrict trading in a listed derivative to a specific price range;
   12. exercise such powers as are specifically granted to a Market Regulator or Market Integrity Official by UMIR and any Policy; and
   13. exercise such powers as are specifically granted to the Market Regulator by the marketplace where the marketplace is entitled to grant such powers.
2. In determining whether any quotation or trade in a security is unreasonable, the Market Regulator shall consider:
   1. prevailing market conditions;
   2. the last sale price of:
      1. the security as displayed in a consolidated market display, or
      2. the derivative as displayed on a marketplace;
   3. patterns of trading in the security or derivative on the marketplace including volatility, volume and number of transactions;
   4. whether material information concerning the security or underlying security of a derivative is in the process of being disseminated to the public; and
   5. the extent of the interest of the person for whose account the order is entered in changing the price or quotation for the security or derivative.
3. In connection with the exercise of a power under this Rule, upon the verbal, written or electronic request of the Market Integrity Official, the Subject Person shall, within the time period specified by the Market Integrity Official:
   1. provide any information, document or records in the possession or control of the person that the Market Regulator determines may be relevant to the exercise of a power by the Market Regulator and such information, document or records shall be provided in such manner and form, including electronically, as may be required by the Market Regulator; and
   2. allow the inspection of, and permit copies to be taken of, any information, document or records in the possession or control of the person that the Market Regulator determines may be relevant to the exercise of a power by the Market Regulator.
4. If a Market Integrity Official has provided notice to a Subject Person pursuant to subsection (3), the Subject Person shall, notwithstanding any policy or procedure of the Subject Person with respect to the retention of information, documents or records, retain any document or record in the possession or control of the Subject Person that is relevant to the exercise of the power by the Market Integrity Official for a period of 30 days from the date of the notice or such other period as may be specified by the Market Regulator.