Any person may waive any notice that is required to be given to such person and such waiver, whether given before or after the meeting, hearing or other event of which notice is required to be given, shall cure any default in giving such notice.

1. In computing the time when a notice must be given or for the doing of anything or taking any proceeding under any provision of a Requirement requiring that a notice be given a specified number of days prior to any meeting, hearing, action or proceeding or that any action be done or proceeding taken within a specified number of days after some event, the date of giving of the notice or of such event shall be excluded and the date of the meeting, hearing, doing of the act or taking of the proceedings shall be included.
2. Where the time limited for a proceeding or the doing of anything under any provision of a Requirement expires or falls upon a day that is not a trading day, the time so limited extends to and the thing may be done on the next day following that is a trading day.

1. If the Market Regulator has determined that a Subject Person, other than a marketplace for which the Market Regulator is or was the regulation services provider, has engaged in, or may engage in, any course of conduct that is or may be a contravention of a Requirement, the Market Regulator may, if the Market Regulator considers it is necessary for the protection of the public interest by an interim order without notice or hearing, order the restriction or suspension of access to the marketplace upon such terms and conditions, if any, considered appropriate provided such interim order shall expire 15 days after the date on which the interim order is made unless:
   1. a hearing is commenced pursuant to Corporation Rule 8200 (Enforcement Proceedings) within that period of time to confirm or set aside the interim order;
   2. the person against which the interim order is made consents to an extension of the interim order until a hearing of the matter is held; or
   3. an applicable securities regulatory authority directs that the interim order be rescinded or extended.
2. For the purposes of this section, the restriction, suspension or revocation of access of a person to a marketplace may be imposed directly on the person and, if the person is an individual, the restriction, suspension or revocation of access may also be imposed in respect of their capacity as a director, officer, partner, employee or associate of a person with access to a marketplace.
3. For greater certainty, any enforcement or disciplinary proceeding or any order or interim order as against a person by a Market Regulator for contravention of a Requirement shall not affect or limit any enforcement or disciplinary action as against the person by any securities regulatory authority, self-regulatory entity or other Market Regulator with jurisdiction over the person.
4. If a Market Regulator restricts, suspends or revokes the access of any person to a marketplace in accordance with this section, such person shall be denied access to any other marketplace and shall have any access to any other marketplace automatically restricted, suspended or revoked unless the applicable securities regulatory authority otherwise determines in a review or appeal of the order or interim order of the Market Regulator undertaken in accordance with Rule 11.3.
5. If a Market Regulator restricts, suspends or revokes the access of any person to a marketplace, the Market Regulator shall provide notice forthwith of such restriction, suspension or revocation to:
   1. the person whose access has been restricted, suspended or revoked;
   2. each marketplace;
   3. each Market Regulator; and
   4. each applicable securities regulatory authority.

1. Unless otherwise specifically provided in any Requirement, notice to any person shall be sufficiently given if:
   1. delivered personally to the person to whom it is to be given;
   2. delivered or mailed by pre-paid ordinary mail to the last address of such person as recorded by the Market Regulator or any securities regulatory authority or recognized self-regulatory organization; or
   3. provided by telephone transmission or any other form of transmitted or recorded communication or in any other manner, including electronic means, which may, in all the circumstances, could be reasonably expected to come to the attention of such person.
2. The Market Regulator may change the address of any person on the records of the Market Regulator in accordance with any information believed by the Market Regulator to be reliable.
3. A notice delivered in accordance with this section shall be deemed to have been given when the notice is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representatives for dispatch.

Any person directly affected by any direction or decision of a Market Integrity Official or a Market Regulator made in connection with the administration of UMIR shall request a review of the direction or decision by an executive officer of the Market Regulator prior to applying to the applicable securities regulatory authority for a hearing and review or appeal.

1. A Market Regulator may, from time to time, make or amend a provision of UMIR or Policy.
2. A provision of UMIR or Policy or an amendment to a provision of UMIR or Policy shall not become effective without the approval of the applicable securities regulatory authority.

1. A Market Regulator may exempt a specific transaction from the application of a provision of UMIR, if in the opinion of the Market Regulator, the provision of such exemption:
   1. would not be contrary to the provisions of any applicable securities legislation and the regulation and rules thereunder;
   2. would not be prejudicial to the public interest or to the maintenance of a fair and orderly market; and
   3. is warranted after due consideration of the circumstances of the particular person or transaction.
2. A Market Regulator may, upon approval by the applicable securities regulatory authority, exempt a marketplace or a class of transactions from the application of a provision of UMIR.
3. The Market Regulator shall amend UMIR to reflect any exemption provided under subsection (2).

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.