The Alberta Gazette

Part I

Vol. 117 Edmonton, Wednesday, June 30, 2021 No. 12

PROCLAMATION

[GREAT SEAL]

CANADA

PROVINCE OF ALBERTA Salma Lakhani, Lieutenant Governor.

ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,

Canada, and Her Other Realms and Territories, QUEEN, Head of the

Commonwealth, Defender of the Faith

P R O C L A M A T I O N

To all to Whom these Presents shall come

G R E E T I N G

Frank Bosscha, Q.C., Deputy Attorney General

WHEREAS automotive enthusiasts are celebrating the month of July as Automotive

Heritage Month across Canada; and

WHEREAS Alberta's rich automotive heritage has broad appeal to classic car

hobbyists and the public, which is demonstrated through car shows, cruise nights and

afternoon drives; and

WHEREAS automobile clubs enrich Alberta's communities by serving as active

participants in local festivals, parades and celebrations; and

WHEREAS the collector car community contributes to Alberta's economic and social

well-being by hosting events and car shows that raise funds for local charities and

engage Alberta's communities; and

WHEREAS the Government of Alberta wish to celebrate the passion of Albertans for

driving, restoring, preserving and collecting an important part of Canada's history;

and

WHEREAS the Proclamation of Collector Car Appreciation Day will give Albertans

the opportunity to recognize the vibrant car collection community in Alberta;

NOW KNOW YE THAT by and with the advice and consent of Our Executive

Council of Our Province of Alberta, by virtue of the provisions of the said Act

hereinbefore referred to and of all other power and authority whatsoever in Us vested

in that behalf, We have ordered and declared and do hereby proclaim the second

Friday in July of each year as Collector Car Appreciation Day in Alberta.

IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent

and the Great Seal of Our Province of Alberta to be hereunto affixed.

WITNESS: THE HONOURABLE SALMA LAKHANI, Lieutenant Governor of

Our Province of Alberta, this 9th day of June in the Year of Our Lord Two Thousand

Twenty-one and in the Seventieth Year of Our Reign.

BY COMMAND Kaycee Madu, Q.C., Provincial Secretary.

APPOINTMENTS

Appointment of Part-time Provincial Court Judge

(Provincial Court Act)

July 1, 2021

Honourable Judge Mary Anne McCorquodale

For a term to expire June 4, 2022.

Reappointment of Part-time Provincial Court Judge

(Provincial Court Act)

June 5, 2021

Honourable Judge Peter Bradshaw Barley

Honourable Judge Frederick Charles Fisher

For a term to expire June 4, 2022.

RESIGNATIONS & RETIREMENTS

Retirement of Supernumerary Provincial Court Judge

(Provincial Court Act)

June 3, 2021

Honourable Judge Patrick Michael McIlhargey

June 11, 2021

Honourable Judge Jack Gordon Easton

June 14, 2021

Honourable Judge James Clayton McCarthy Spence

ORDERS IN COUNCIL

O.C. 167/2021

(Municipal Government Act)

Approved and ordered:

Salma Lakhani

Lieutenant Governor. June 9, 2021

The Lieutenant Governor in Council

1 effective September 14, 2017, amends Order in Council numbered

O.C. 259/2017

(

a) in the Appendix

(

i) in

section 1 by striking out clauses (

f) and (

g) and substituting the

following:

(f) "Rural Service Area" means the area described as Area 2 in

Schedule 1;

(g) "Urban Service Area" means the area described as Area 1 in

Schedule 1.

(ii) in

section 5(1) by striking out "Urban Service area" and substituting

"Urban Service Area";

(

b) in

Schedule 2 to the Appendix, under the heading "Ward One", by striking

out the following:

TOWNSHIP 64:

All of Ranges 10 to 13 inclusive;

and substituting the following:

TOWNSHIP 64:

All of Ranges 10 to 14 inclusive;

2 effective August 4, 2020, amends Order in Council numbered O.C. 259/2017 in

the Appendix in

section 7

(

a) by striking out subsection (2);

(

b) in subsection (3) by striking out "This section" and substituting

"Subsection (1)";

3 rescinds Order in Council numbered O.C. 90/2018.

Jason Kenney, Chair.

O.C. 168/2021

(Municipal Government Act)

Approved and ordered:

Salma Lakhani

Lieutenant Governor. June 9, 2021

The Lieutenant Governor in Council makes the Order Dissolving the Village of

Hythe set out in the attached Appendix.

Jason Kenney, Chair.

APPENDIX

ORDER DISSOLVING THE VILLAGE OF HYTHE

1 In this Order,

(a) "Act" means the Municipal Government Act;

(b) "designated industrial property" has the meaning given to it in

section

284(1)(f.01) of the Act;

(c) "dissolution date" means July 1, 2021;

(d) "former area of the village" means the land in the village before the

dissolution date, as described in the Schedule;

(e) "receiving municipality" means The County of Grande Prairie No. 1;

(f) "village" means the Village of Hythe.

2 Effective July 1, 2021,

(

a) the Village of Hythe is dissolved,

(

b) the former area of the village becomes part of The County of Grande Prairie

No. 1,

(

c) the former area of the village is part of Division 7 of the receiving

municipality until the receiving municipality passes a bylaw pursuant to

section 148 of the Act that provides otherwise,

(

d) the former area of the village is designated as a hamlet to be known as the

Hamlet of Hythe until the council of the receiving municipality changes the

designation in accordance with

section 59 of the Act,

(

e) all liabilities of the village, whether arising under debenture or otherwise,

including liabilities referred to in clause (l), and all assets, rights, duties,

functions and obligations of the village are vested in the receiving

municipality and may be dealt with in the name of the receiving

municipality,

(

f) bylaws and resolutions of the village continue to apply in the former area of

the village until the bylaws or resolutions are repealed, amended or replaced

by the council of the receiving municipality,

(

g) the receiving municipality may, by bylaw, impose an additional tax under

Part 10 of the Act on property located in the former area of the village,

including designated industrial property,

(

i) to pay for any liabilities referred to in this

section that exceed the assets

referred to in this section, or

(ii) to meet obligations under a borrowing that was made by the village,

prior to its dissolution, in respect of the former area of the village,

(

h) a bylaw referred to in clause (

g) may be passed each year until the liability

or borrowing is fully paid,

(

i) a reference to the village in any order, regulation, bylaw, certificate of title,

agreement or any other instrument is deemed to be a reference to the

receiving municipality,

(

j) the employees of the village at its dissolution are deemed to be employees of

the receiving municipality,

(

k) all employment records related to past and current employees of the village

are transferred to the receiving municipality, and

(

l) all liabilities related to past and current employees of the village are

transferred to the receiving municipality.

3 Any person nominated as a candidate in accordance with

section 28(1) of the

Local Authorities Election Act in the village during the period beginning on

January 1, 2021 and ending on June 30, 2021 is deemed to be nominated as a

candidate of the receiving municipality for the purposes of the 2021 general election.

4(1) The receiving municipality

(

a) must, before the 2025 general election, review the number of councillors

that the council consists of, and

(

b) may pass a bylaw in accordance with sections 143 and 144 of the Act that is

to take effect at the 2025 general election to specify a higher or lower odd

number of councillors.

(2) The receiving municipality

(

a) must, before the 2025 general election, review the number of wards and the

boundaries of the wards within the receiving municipality, and

(

b) may pass a bylaw in accordance with sections 148 and 149 of the Act that is

to take effect at the 2025 general election to establish the number of wards

and the boundaries of those wards.

5(1) The receiving municipality shall use

(

a) money received from the village on its dissolution, and

(

b) money received from the sale of any assets of the village vested in the

receiving municipality under

section 2(

e) and sold by the receiving

municipality before January 1, 2027

only for the purposes of paying or reducing a liability vested in the receiving

municipality under

section 2 or for purposes for which the village could have used it.

(2) All money referred to in subsection (1) must be accounted for separately by the

receiving municipality.

6(1) In this section, "professional accounting firm" and "review engagement" have

the meanings given to them in the Chartered Professional Accountants Act.

(2) The receiving municipality is responsible for

(

a) preparing or ensuring completion of financial statements for the village in

respect of the period from January 1, 2021 to June 30, 2021, and

(

b) having a professional accounting firm complete a review engagement in

respect of the financial statements referred to in clause (

a) within 6 months

after the dissolution date.

(3) Despite subsection (2)(b), the receiving municipality may elect to have a

professional accounting firm complete an audit, rather than a review engagement, in

respect of the financial statements referred to in subsection (2)(a).

(4) The receiving municipality shall, as soon as practicable after receiving the review

engagement or auditor's report,

(

a) make the financial statements, or a

summary of them, and the review

engagement or auditor's report available to the public in the manner the

council considers appropriate, and

(

b) submit copies of the financial statements or auditor's report and the review

engagement to the Minister.

7 If a complaint is made under

section 460 of the Act in respect of property located

in the former area of the village and is properly filed in accordance with the Act and

regulations before the dissolution date, the complaint

(

a) must be heard and decided by the assessment review board established by

the village, if that board began hearing the matter before the dissolution

date, or

(

b) must be heard and decided by the assessment review board established by

the receiving municipality, in any other case.

8 The Minister may decide any other matter relating to the rights, obligations,

liabilities, assets or any other thing in respect of the village resulting from the

dissolution of the village.

9 Pursuant to

section 14(1)(

e) of the Foreign Ownership of Land Regulations

(AR 160/79), the land within the boundaries of the Hamlet of Hythe is excluded from

the operation of those regulations.

Schedule

Land Description

ALL THOSE PORTIONS OF SECTIONS THIRTEEN (13), FOURTEEN (14),

TWENTY-THREE (23), TWENTY-FOUR (24), TOWNSHIP SEVENTY-THREE

(73), RANGE ELEVEN (11), WEST OF THE SIXTH

(6) MERIDIAN DESCRIBED

AS FOLLOWS:

COMMENCING AT THE POINT OF INTERSECTION OF THE WEST

BOUNDARY OF PLAN 4093 BM AND THE NORTH BOUNDARY OF PLAN 782

3535 IN THE SOUTHEAST QUARTER

SECTION THIRTEEN (13), TOWNSHIP

SEVENTY-THREE (73), RANGE ELEVEN (11), WEST OF THE SIXTH

(6) MERIDIAN,

THENCE WESTERLY ALONG THE NORTH BOUNDARY OF PLAN 782 3535

TO THE INTERSECTION OF PLAN 3171 JY,

THENCE NORTHWESTERLY ALONG THE EAST BOUNDARY OF SAID PLAN

TO THE POINT OF INTERSECTION WITH THE SOUTH BOUNDARY OF THE

NORTHWEST QUARTER

SECTION THIRTEEN (13), TOWNSHIP SEVENTY-

THREE (73), RANGE ELEVEN (11), WEST OF THE SIXTH

(6) MERIDIAN,

THENCE WESTERLY ALONG THE SOUTHERN BOUNDARY OF SAID

QUARTER

SECTION TO THE SOUTHWEST CORNER OF THE NORTHEAST

QUARTER

SECTION FOURTEEN (14), TOWNSHIP SEVENTY-THREE (73),

RANGE ELEVEN (11), WEST OF THE SIXTH

(6) MERIDIAN,

THENCE NORTHERLY ALONG THE WESTERN BOUNDARY OF SAID

QUARTER

SECTION TO THE NORTHWEST CORNER OF SOUTHEAST

QUARTER

SECTION TWENTY-THREE (23), TOWNSHIP SEVENTY-THREE

(73), RANGE ELEVEN (11), WEST OF THE SIXTH

(6) MERIDIAN,

THENCE EASTERLY ALONG THE NORTH BOUNDARY OF SAID QUARTER

SECTION TO THE NORTHEAST CORNER OF THE SOUTHWEST QUARTER

SECTION TWENTY-FOUR (24), TOWNSHIP SEVENTY-THREE (73), RANGE

ELEVEN (11), WEST OF THE SIXTH

(6) MERIDIAN,

THENCE SOUTHERLY ALONG THE EASTERN BOUNDARY OF SAID

QUARTER TO THE POINT OF INTERSECTION WITH THE NORTHWEST

BOUNDARY OF PLAN 5952 HW IN SOUTHEAST QUARTER

SECTION

TWENTY-FOUR (24), TOWNSHIP SEVENTY-THREE (73), RANGE ELEVEN

(11), WEST OF THE SIXTH

(6) MERIDIAN,

THENCE EASTERLY ALONG THE NORTH BOUNDARY OF SAID PLAN TO

THE NORTHEAST CORNER OF SAID PLAN,

THENCE SOUTHERLY ALONG THE EAST BOUNDARY OF SAID PLAN TO

THE INTERSECTION WITH THE NORTH BOUNDARY OF PLAN 2705 EO,

THENCE EASTERLY ALONG THE NORTH BOUNDARY OF SAID PLAN FOR

A DISTANCE OF 155 METRES MORE OR LESS,

THENCE A PROJECTION SOUTH ACROSS PLAN 2705 EO TO THE

INTERSECTION WITH THE SOUTH BOUNDARY OF SAID PLAN,

THENCE EASTERLY ALONG THE SOUTH BOUNDARY OF PLAN 2705 EO TO

THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF

SECTION

THIRTEEN (13), TOWNSHIP SEVENTY-THREE (73), RANGE ELEVEN (11),

WEST OF THE SIXTH

(6) MERIDIAN,

THENCE SOUTHERLY ALONG THE EAST BOUNDARY OF SAID QUARTER

TO THE INTERSECTION WITH NORTH BOUNDARY OF PLAN 4093 BM IN

THE SOUTHEAST QUARTER OF

SECTION THIRTEEN (13), TOWNSHIP

SEVENTY-THREE (73), RANGE ELEVEN (11), WEST OF THE SIXTH

(6) MERIDIAN,

THENCE SOUTHWESTERLY ALONG THE WEST BOUNDARY OF SAID

PLAN TO THE POINT OF COMMENCEMENT.

GOVERNMENT NOTICES

Agriculture and Forestry

Form 15

(Irrigation Districts Act)

(Section 88)

Notice to Irrigation Secretariat:

Change of Area of an Irrigation District

On behalf of the Bow River Irrigation District, I hereby request that the Irrigation

Secretariat forward a certified copy of this notice to the Registrar of Land Titles for

the purposes of registration under

section 22 of the Land Titles Act and arrange for

notice to be published in the Alberta Gazette.

The following parcels of land should be added to the irrigation district and the

appropriate notation added to the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0022 312 664

S.E. 20-13-18-W4M

201 062 056

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

completed and the area of the Bow River Irrigation District should be changed

according to the above list.

Rebecca Fast, Office Administrator,

Irrigation Secretariat.

Culture, Multiculturalism and Status of Women

Notice of Intention to Designate a Provincial Historic Resource

(Historical Resources Act)

File: Des. 2213

Notice is hereby given that no less than sixty days from the date of service of this

Notice and its publication in the Alberta Gazette, the Minister of Culture,

Multiculturalism and Status of Women intends to make an Order that the site known

as the:

Pioneer Grain Co. Grain Elevator, Nanton, together with the land legally described as:

Plan 8311702

Block 114

Excepting thereout:

A) portion on subdivision Plan 9012064

Excepting thereout all mines and minerals

and municipally located in Nanton, Alberta

be designated as a Provincial Historic Resource under

Section 20 of the Historical

Resources Act, RSA 2000 cH-9.

The reasons for the designation are as follows: the Pioneer Grain Co. Grain Elevator,

Nanton is significant for its association with the Pioneer Grain Co.; as an example of

a collection of once common, but now rare types of grain handling structures; for its

role in the economic and social economies of rural Alberta; and for its iconic and

symbolic status.

The Pioneer Grain Co. Grain Elevator, Nanton was acquired in 1954 by the Pioneer

Grain Co, which is Canada's most significant privately owned grain company.

Established in 1913, Pioneer grew rapidly across western Canada by building its own

grain elevators and by absorbing many smaller rivals, including the Independent

Grain Co., which had built the Nanton elevator in 1929. Although Pioneer never

equalled the farmer-owned co-operative elevator companies in size, it successfully

competed alongside them, becoming Canada's largest private grain elevator company

by 1972. While all grain elevators were seen as landmarks, Pioneer's elevators

particularly stood out due to their distinctive orange paint scheme and bright yellow

roofs, which were applied to the company's elevators after 1962.

The Pioneer Grain Co. grain elevator represents a collection of structures associated

with the handling, storage and transportation of grain. The elevator itself is typical,

being vertically oriented and of wood-cribbed construction, giving it the volume,

durability and the structural strength necessary for holding tonnes of grain. Like most

grain elevators, an associated office and shed-roofed driveway with large doors is

attached to the east side. The driveway on this elevator was upgraded, likely in the

1960s or 1970s, to accommodate larger grain trucks, reflecting the evolution of

farming equipment. A balloon annex, likely built in the 1950s, is located to the

elevator's north. Simply but solidly built and reinforced internally for strength,

balloon annexes were a relatively easy way for elevator companies to expand capacity

of older facilities without the necessity of constructing a new elevator. Also

associated with the grain elevator is a small gable-roofed coal shed to the south. Coal

sheds were built by railway and grain elevator companies to allow flammable

materials, such as coal and other fuels, to be stored close to, but physically separate

from the wooden grain elevators.

Nanton's Pioneer Grain Co. elevator provides structural evidence of the role grain

elevators played in the economic and social life of their communities. As depots for

farmers to deliver their produce for storage and eventual transfer by rail to markets,

grain elevators were often hubs of social activity, where grain producers would meet

with grain elevator agents and other producers to do business and to discuss other

matters pertinent to rural and small town life. These commercial and social

transactions took place at over a thousand grain elevators built throughout the

province.

The central role of grain elevators in rural Alberta life is echoed in their physical

appearance and their symbolic place in the psyche of Albertans. Grain elevators like

the Pioneer Grain Co. elevator have become seen as icons of the western Canadian

landscape, representing the region's social and economic connections to agricultural

life. Their tall and imposing silhouettes provide a striking contrast to the wide Prairie

horizon and are visible from a great distance, marking the locations of communities

and rail facilities and linking agricultural producers to their region's social and

economic centres. Starting in the 1980s, changes in technology and the operations of

grain handling companies resulted in hundreds of older, wood-cribbed elevators being

closed and torn down. The loss of these grain elevators echoed concerns through

Alberta's agricultural sector about a perceived decline of the province's farms and

agricultural way of life.

Source: Alberta Culture, Multiculturalism and Status of Women, Historic Resources

Management Branch (File: DES 2213).

Any person who wishes to make a representation regarding the proposed designation

may do so by submitting a written request to the Minister, care of Matthew Wangler,

Executive Director, Historic Resources Management Branch 8820 - 112th Street,

Edmonton, Alberta, T6G 2P8. Any such request must be made within 30 days of the

publication of this notice. At the end of the 30 day period, the Minister will fix a date

for the hearing of representations and will notify all those who have advised of their

intention to make representations. On the date fixed, the Minister will hear

representations from all parties who have expressed an interest in doing so.

Dated this 6th day of June, 2021.

David Link, Assistant Deputy Minister

Heritage Division

______________

File: Des. 2214

Notice is hereby given that no less than sixty days from the date of service of this

Notice and its publication in the Alberta Gazette, the Minister of Culture,

Multiculturalism and Status of Women intends to make an Order that the site known

as the:

Alberta Wheat Pool Grain Elevator, Nanton, together with the land legally described

as:

Plan 8311702

Block 114

Excepting thereout:

A) portion on subdivision plan 9012064

Excepting thereout all mines and minerals

and municipally located in Nanton, Alberta

be designated as a Provincial Historic Resource under

Section 20 of the Historical

Resources Act, RSA 2000 cH-9.

The reasons for the designation are as follows: the Alberta Wheat Pool Grain

Elevator, Nanton is significant as an example of a rare twinned grain elevator; for its

role in the economic and social economies of rural Alberta; for its iconic and

symbolic status; and for its association with the Alberta Wheat Pool.

The Alberta Wheat Pool Grain Elevator, Nanton is an excellent example of a twinned

grain elevator. Alberta Wheat Pool built a grain elevator in Nanton in 1927 and, in

1936, salvaged a wrecked elevator at Strangmuir and re-erected it alongside the one in

Nanton. Both are standard wood-cribbed elevators. A shed-roofed driveway

containing the weigh scale is attached to the elevator's east side and a small office is

located slightly to the east. This rare variation of grain elevator allowed grain elevator

companies to substantially increase capacity at certain sites while maintaining a small

footprint and avoiding the expense of building a new grain elevator.

Like all grain elevators, the Alberta Wheat Pool grain elevator in Nanton filled an

essential economic and social role in the community. Farmers would deliver their

grain to the elevator for eventual transport by rail to markets. Due to the large number

of farmers needing to use grain elevators to conduct their business, these sites became

places for farmers from the district to meet and discuss events; agricultural issues;

common concerns such as weather and soil conditions, crop problems, wheat prices,

freight rates, and politics; or to simply socialize. While most socialization likely

moved to other nearby venues in the community, grain elevators played an important

role in day-to-day social activities and a transition point between the town and its

surrounding rural district.

Although the Nanton Alberta Wheat Pool grain elevator, being a twinned elevator,

does not have the classic, grain elevator silhouette, it is still representative of the

iconic symbolism grain elevators have across the Prairies. These structures represent

the region's economic and social connections to agricultural life and their vertical

orientation provides a striking contrast to the flat horizons of western landscape. At

one point there were thousands of these grain elevators across western Canada with

nearly all railway communities boasting at least one, but usually multiple grain

elevators. These elevator rows were highly noticeable and marked a community's

location; they also had a wall-like presence that defined communities' physical

boundaries, often defining either the edge of town or physically separating a

community's business and residential areas from the rougher, industrial areas. Wood-

cribbed grain elevators began to be decommissioned and demolished through the

1980s and 1990s, and their disappearance from the landscape reinforced concerns

being had by agricultural producers, such as the rise of agri-business and the decline

of the family farm and accompanying changes in the rural way-of-life.

The twinned elevator in Nanton was built by Alberta Pool Elevators, a wholly-owned

subsidiary of the Alberta Wheat Pool, which was a significant farmer-owned, co-

operative company. The Alberta Wheat Pool aimed to even out the vagaries of world

grain prices following the end of the First World War by marketing members' grain

produce and providing a fair and reasonable price to its producer members from the

revenues generated. The pools were popular with many farmers who preferred them

to the private companies, which had reputations of sharp practises. The Alberta Wheat

Pool was the first of the three Prairie Provinces' wheat pools and it grew to be

Alberta's largest grain marketing company and Canada's second largest co-operative

wheat pool. The elevator was originally painted reddish-brown, but ended its active

life in the characteristic teal green used on Alberta Wheat Pool grain elevators in the

latter decades of the twentieth century.

Source: Alberta Culture, Multiculturalism and Status of Women, Historic Resources

Management Branch (File: DES 2214).

Any person who wishes to make a representation regarding the proposed designation

may do so by submitting a written request to the Minister, care of Matthew Wangler,

Executive Director, Historic Resources Management Branch 8820 - 112th Street,

Edmonton, Alberta, T6G 2P8. Any such request must be made within 30 days of the

publication of this notice. At the end of the 30 day period, the Minister will fix a date

for the hearing of representations and will notify all those who have advised of their

intention to make representations. On the date fixed, the Minister will hear

representations from all parties who have expressed an interest in doing so.

Dated this 6th day of June, 2021.

David Link, Assistant Deputy Minister

Heritage Division

Energy

Declaration of Withdrawal from Unit Agreement

(Petroleum and Natural Gas Tenure Regulations)

The Minister of Energy on behalf of the Crown in Right of Alberta hereby declares

and states that the Crown has withdrawn as a party to the agreement entitled "Malmo-

New Norway Gas Unit No. 1" effective May 31, 2021.

Stacey Szeto, for Minister of Energy.

Production Allocation Unit Agreement

(Mines and Minerals Act)

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Pembina Duvernay

Agreement No. 11" and that the Unit became effective on October 1, 2020.

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Pembina Duvernay

Agreement No. 12" and that the Unit became effective on October 1, 2020.

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Pembina Rex

Agreement" and that the Unit became effective on September 1, 2020.

Infrastructure

Sale or Disposition of Land

(Government Organization Act)

Name of Purchaser: RSM Properties Ltd.

Consideration: $525,000.00

Land Description: Plan 1821459; Block 1; Lot 1

Excepting thereout all mines and minerals

Area: 0.633 hectares (1.56 acres) more or less

Justice and Solicitor General

Office of the Public Trustee

Property being held by the Public Trustee for a period of Ten

(10) Years

(Public Trustee Act)

Section 11(2)(

b) Name of Person Entitled

to Property

Description of

Property held

and its value or

estimated value

Property part of

deceased person's

Estate or held under

Court Order:

Deceased's Name

Judicial District

Court file number

Public Trustee

Office

Additional

Information

Thomas Workman

$16.95 - funds

held in cash by

Public Trustee

Alberta Energy

Regulator

Pooling Order Number

340, 340A (Terminated)

Calgary File #

C-049560

Legal Description:

4;22;66;HB Town

of Athabasca

John Gordon

$17.14 - funds

held in cash by

Public Trustee

Alberta Energy

Regulator

Pooling Order Number

340, 340A (Terminated)

Calgary File #

C-049561

Legal Description:

4;22;66;HB Town

of Athabasca

Mackenzie Mann and

Company Ltd

$6,064.75 -

funds held in

cash by Public

Trustee

Alberta Energy

Regulator

Pooling Order Number

340, 340A (Terminated)

Calgary File #

C-049913

Legal Description:

4;22;66;HB Town

of Athabasca

Huda Duval

$500.74 - funds

held in cash by

Public Trustee

Alberta Energy

Regulator

Pooling Order Number

340, 340A (Terminated)

Calgary File #

C-049914

Legal Description:

4;22;66;HB Town

of Athabasca

James Douglas Hamilton

$22.81 - funds

held in cash by

Public Trustee

Alberta Energy

Regulator

Pooling Order Number

340, 340A (Terminated)

Calgary File #

C-049915

Legal Description:

4;22;66;HB Town

of Athabasca

John Leonce Lessard

$39.16 - funds

held in cash by

Public Trustee

Alberta Energy

Regulator

Pooling Order Number

340, 340A (Terminated)

Calgary File #

C-049916

Legal Description:

4;22;66;HB Town

of Athabasca

Unclaimed Freehold

Mineral Interest

$31.24 - funds

held in cash by

Public Trustee

Alberta Energy

Regulator

Pooling Order Number

340, 340A (Terminated)

Calgary File #

C-049917

Legal Description:

4;22;66;HB Town

of Athabasca

Edward Carey

$9,674.37 -

funds held in

cash by Public

Trustee

Alberta Energy

Regulator

Pooling Order Number

308, 308A (Terminated)

Calgary File #

C049553

Legal Description:

4;16;56;33;SW

Village of Andrew

Christopher Fraser

Connolly

$16,269.42 -

funds held in

cash by Public

Trustee

Alberta Energy

Regulator

Pooling Order Number

308, 308A (Terminated)

Calgary File #

C049554

Legal Description:

4;16;56;33;SW

Village of Andrew

Edwin Johnson

$15,915.50 -

funds held in

cash by Public

Trustee

Alberta Energy

Regulator

Pooling Order Number

308, 308A (Terminated)

Calgary File #

C049555

Legal Description:

4;16;56;33;SW

Village of Andrew

Ralph Waldo Long

ENTICE Field

Section 14-025-

27 W4 Plan

2166W Block 2

Lots 36 and 37

(0.150 acres)

Pooling Order Number

463, 463A

Calgary File #

Noel Edgell Brooks

ENTICE Field

Section 14-025-

27 W4 Plan

2166W Block 1

Lots 9 and 11

(0.152 acres)

Pooling Order Number

463, 463A

Calgary File #

Alberta Securities Commission

MULTILATERAL INSTRUMENT 25-102

DESIGNATED BENCHMARKS AND BENCHMARK ADMINISTRATORS

(Securities Act)

Made as a rule by the Alberta Securities Commission on April 21, 2021 pursuant to

sections 223 and 224 of the Securities Act.

MULTILATERAL INSTRUMENT 25-102

DESIGNATED BENCHMARKS AND BENCHMARK ADMINISTRATORS

PART 1

DEFINITIONS AND

INTERPRETATION

Definitions and

interpretation

(1) In this Instrument,

"benchmark individual" means any DBA individual who participates in the

provision of, or overseeing the provision of, a designated benchmark;

"board of directors" includes, in the case of a person or company that does not

have a board of directors, a group that acts in a capacity similar to a board of

directors;

"contributing individual" means an individual who contributes input data, as

an employee or agent, on behalf of a benchmark contributor;

"CSAE 3000" means Canadian Standard on Assurance Engagements 3000

Attestation Engagements Other than Audits or Reviews of Historical Financial

Information, as amended from time to time;

"CSAE 3001" means Canadian Standard on Assurance Engagements 3001

Direct Engagements, as amended from time to time;

"CSAE 3530" means Canadian Standard on Assurance Engagements 3530

Attestation Engagements to Report on Compliance, as amended from time to

time;

"CSAE 3531" means Canadian Standard on Assurance Engagements 3531

Direct Engagements to Report on Compliance, as amended from time to time;

"DBA individual" means an individual who is

(

a) a director, officer or employee of a designated benchmark

administrator, or

(

b) an agent of a designated benchmark administrator who performs

services on behalf of the designated benchmark administrator;

"designated benchmark" means a benchmark that is designated for the

purposes of this Instrument by a decision of the securities regulatory authority;

"designated benchmark administrator" means

(

a) in Qu‚bec, a benchmark administrator that is subject to securities

legislation by a decision of the securities regulatory authority, and

(

b) in every other jurisdiction, a benchmark administrator that is

designated for the purposes of this Instrument by a decision of the

securities regulatory authority;

"designated critical benchmark" means a benchmark that is designated for the

purposes of this Instrument as a "critical benchmark" by a decision of the

securities regulatory authority;

"designated interest rate benchmark" means a benchmark that is designated

for the purposes of this Instrument as an "interest rate benchmark" by a

decision of the securities regulatory authority;

"designated regulated-data benchmark" means a benchmark that is designated

for the purposes of this Instrument as a "regulated-data benchmark" by a

decision of the securities regulatory authority;

"expert judgment" means the discretion exercised by

(

a) a designated benchmark administrator with respect to the use of

input data in determining a benchmark, and

(

b) a benchmark contributor with respect to input data;

"input data" means data in respect of any measurement of one or more assets,

interests or elements, including, but not limited to, the value or price of the

asset, interest or element, if that data is contributed, or otherwise obtained, by

a designated benchmark administrator for the purpose of determining a

designated benchmark;

"ISAE 3000" means International Standard on Assurance Engagements 3000

(Revised), Assurance Engagements Other than Audits or Reviews of

Historical Financial Information, as amended from time to time;

"limited assurance report on compliance" means

(

a) a public accountant's limited assurance report, on management's

statement that a person or company complied with the applicable

subject requirements, if the report is prepared in accordance with

CSAE 3000 and CSAE 3530 or ISAE 3000, or

(

b) a public accountant's limited assurance report, on the compliance

of a person or company with the applicable subject requirements, if

the report is prepared in accordance with CSAE 3001 and CSAE

3531 or ISAE 3000;

"management's statement" means a statement of management of a designated

benchmark administrator or a benchmark contributor, as applicable;

"methodology" means a document describing how a designated benchmark

administrator determines a designated benchmark;

"reasonable assurance report on compliance" means

(

a) a public accountant's reasonable assurance report, on

management's statement that a person or company complied with

the applicable subject requirements, if the report is prepared in

accordance with CSAE 3000 and CSAE 3530 or ISAE 3000, or

(

b) a public accountant's reasonable assurance report, on the

compliance of a person or company with the applicable subject

requirements, if the report is prepared in accordance with CSAE

3001 and CSAE 3531 or ISAE 3000;

"subject requirements" means

(a) paragraphs 32(1)(

a) and (b),

(b) paragraphs 33(1)(

a) and (b),

(c) paragraphs 36(1)(

a) and (b),

(d) paragraphs 37(1)(

a) and (b), and

(e) paragraphs 38(1)(a), (

b) and (c);

"transaction data" means the data in respect of a price, rate, index or value

representing transactions

(

a) between persons or companies each of which is not an affiliated

entity of one another, and

(

b) occurring in an active market subject to competitive supply and

demand forces.

(2) Terms defined in National Instrument 21-101 Marketplace Operation and

used in this Instrument have the respective meanings ascribed to them in that

Instrument.

(3) For the purposes of this Instrument, input data is considered to have been

contributed to a designated benchmark administrator if

(

a) it is not reasonably available to

(

i) the designated benchmark administrator, or

(ii) another person or company, other than the benchmark contributor,

for the purpose of providing the input data to the designated

benchmark administrator, and

(

b) it is provided to the designated benchmark administrator or the other

person or company referred to in subparagraph (a)(ii) for the purpose of

determining a benchmark.

(4) For the purposes of this Instrument, a designated benchmark administrator is

considered to have provided a designated benchmark if any of the following

apply:

(

a) the administrator collects, analyzes, processes or otherwise uses the

input data for the purposes of determining the benchmark;

(

b) the administrator determines the benchmark through the application of

the methodology applicable to the benchmark;

(

c) the administrator administers any other arrangements for determining the

benchmark.

(5) Subject to subsections (6), (7) and (8), Appendix A contains

definitions of

terms used in this Instrument.

(6) Subsection (5) does not apply in Alberta, New Brunswick, Nova Scotia,

Ontario or Saskatchewan.

(7) In British Columbia, the

definitions of "benchmark" and "benchmark

contributor" in the Securities Act (British Columbia) apply to this Instrument.

(8) In Qu‚bec, the

definitions of "benchmark" and "benchmark administrator" in

the Securities Act (Qu‚bec) apply to this Instrument.

(9) In this Instrument, a person or company is an affiliated entity of another

person or company if either of the following applies:

(

a) one is the subsidiary of the other;

(

b) each is a subsidiary of, or controlled by, the same person or company.

(10) For the purposes of paragraph (9)(b), a person or company (first person)

controls another person or company (second person) if any of the following

apply:

(

a) the first person beneficially owns, or controls or directs, directly or

indirectly, securities of the second person carrying votes that, if

exercised, would entitle the first person to elect a majority of the

directors of the second person, unless that first person holds the voting

securities only to secure an obligation;

(

b) the second person is a partnership, other than a limited partnership, and

the first person holds more than a 50% interest in the partnership;

(

c) the second person is a limited partnership and the general partner of the

limited partnership is the first person;

(

d) the second person is a trust and the first person is a trustee of the trust.

PART 2

DELIVERY REQUIREMENTS

Information on a designated benchmark administrator

(1) In this section, the following terms have the same meaning as in

section 1.1 of

National Instrument 52-107 Acceptable Accounting Principles and Auditing

Standards:

(a) "accounting principles";

(b) "auditing standards";

(c) "U.S. GAAP";

(d) "U.S. PCAOB GAAS".

(2) In this section, "parent issuer" means an issuer in respect of which a

designated benchmark administrator is a subsidiary.

(3) A designated benchmark administrator must deliver to the regulator or

securities regulatory authority

(

a) information that a reasonable person would consider describes the

designated benchmark administrator's organization, structure and

administration of benchmarks, including, for greater certainty, a

description of its policies and procedures required under this Instrument,

conflicts of interest and potential conflicts of interest, any person or

company referred to in

section 13 to which a designated benchmark

administrator has outsourced a function, service or activity in the

provision of a designated benchmark, benchmark individuals, the officer

referred to in

section 6 and sources of revenue, and

(

b) annual financial statements for the designated benchmark administrator's

most recently completed financial year that include all of the following:

(

i) a statement of comprehensive income, a statement of changes in

equity and a statement of cash flows for

(

A) the most recently completed financial year, and

(

B) the financial year, if any, immediately preceding the most

recently completed financial year;

(ii) a statement of financial position at the end of each of the periods

referred to in subparagraph (i);

(iii) notes to the annual financial statements.

(4) For the purposes of paragraph (3)(b), if a designated benchmark administrator

is a subsidiary of a parent issuer, the designated benchmark administrator may

instead deliver consolidated annual financial statements, for the most recently

completed financial year of the parent issuer, that include all of the following:

(

a) a statement of comprehensive income, a statement of changes in equity

and a statement of cash flows for

(

i) the most recently completed financial year, and

(ii) the financial year, if any, immediately preceding the most recently

completed financial year;

(

b) a statement of financial position at the end of each of the periods referred

to in paragraph (a);

(

c) notes to the annual financial statements.

(5) The annual financial statements delivered under paragraph (3)(

b) or subsection

(4) must be audited.

(6) The notes to the annual financial statements delivered under paragraph (3)(

b) or subsection (4) must identify the accounting principles used to prepare the

annual financial statements.

(7) The annual financial statements delivered under paragraph (3)(

b) or subsection

(4) must

(

a) be prepared in accordance with one of the following accounting

principles:

(

i) Canadian GAAP applicable to publicly accountable enterprises;

(ii) Canadian GAAP applicable to private enterprises, if

(

A) the financial statements consolidate any subsidiaries and

account for significantly influenced investees and joint

ventures using the equity method, and

(

B) the designated benchmark administrator or parent issuer, as

applicable, is a "private enterprise" as defined in the

Handbook;

(iii) IFRS;

(iv) U.S. GAAP,

(

b) be audited in accordance with one of the following auditing standards:

(

i) Canadian GAAS;

(ii) International Standards on Auditing;

(iii) U.S. PCAOB GAAS, and

(

c) be accompanied by an auditor's report that,

(

i) if subparagraph (b)(

i) or (ii) applies, expresses an unmodified

opinion,

(ii) if subparagraph (b)(iii) applies, expresses an unqualified opinion,

and

(iii) identifies the auditing standards used to conduct the audit.

(8) The information required under subsection (3) must be provided for the

periods set out in, and be prepared in accordance with, Form 25-102F1

Designated Benchmark Administrator Annual Form and must be delivered

(

a) on or before the 30th day after the designated benchmark administrator

is designated, and

(

b) no later than 90 days after the end of each completed financial year of

the designated benchmark administrator.

(9) If any of the information delivered by a designated benchmark administrator

under paragraph (3)(

a) becomes inaccurate, and a reasonable person would

consider the inaccuracy to be significant, the designated benchmark

administrator must promptly deliver a completed amended Form 25-102F1

Designated Benchmark Administrator Annual Form that includes the accurate

information.

Information on a designated benchmark

(1) A designated benchmark administrator must, for each designated benchmark

that it administers, deliver to the regulator or securities regulatory authority

(

a) information about the provision and distribution of the designated

benchmark, including, for greater certainty, its procedures,

methodologies and distribution model, and

(

b) the code of conduct, if any, for the benchmark contributors.

(2) The information required under subsection (1) must be provided for the

periods set out in, and be prepared in accordance with, Form 25-102F2

Designated Benchmark Annual Form and must be delivered

(

a) on or before the 30th day after the designated benchmark is designated,

and

(

b) no later than 90 days after the end of each completed financial year of

the designated benchmark administrator.

(3) If any of the information delivered by a designated benchmark administrator

under paragraph (1)(

a) in respect of a designated benchmark it administers

becomes inaccurate, and a reasonable person would consider the inaccuracy to

be significant, the designated benchmark administrator must promptly deliver

a completed amended Form 25-102F2 Designated Benchmark Annual Form

that includes the accurate information.

Submission to jurisdiction and appointment of agent for service of process

(1) A designated benchmark administrator must, if the designated benchmark

administrator is incorporated or organized under the laws of a foreign

jurisdiction, submit to the non-exclusive jurisdiction of the judiciary and

quasi-judicial and other administrative bodies of the local jurisdiction and

appoint an agent for service of process in Canada in a jurisdiction in which the

designated benchmark administrator is designated.

(2) The submission to jurisdiction and appointment required under subsection

(1) must be prepared in accordance with Form 25-102F3 Submission to

Jurisdiction and Appointment of Agent for Service of Process and must be

delivered on or before the 30th day after the designated benchmark

administrator is designated.

(3) A designated benchmark administrator, or a benchmark administrator referred

to in subsection (4), must deliver an amended Form 25-102F3 Submission to

Jurisdiction and Appointment of Agent for Service of Process containing

updated information at least 30 days before the effective date of any change

that would result in a change to the information provided in the Form.

(4) Subsection (3) applies to a benchmark administrator until the date that is 6

years after the date on which the benchmark administrator ceases to be a

designated benchmark administrator.

PART 3

GOVERNANCE

Accountability framework requirements

(1) A designated benchmark administrator must establish, document, maintain

and apply an accountability framework of policies and procedures that are

reasonably designed to

(

a) ensure and evidence compliance with securities legislation relating to

benchmarks, and

(

b) for each designated benchmark it administers, ensure and evidence that

the designated benchmark administrator follows the methodology

applicable to the designated benchmark.

(2) An accountability framework referred to in subsection (1) must specify how

the designated benchmark administrator complies with each of the following:

(

a) Part 7;

(b) subsection 2(5), paragraph 18(1)(c), sections 32 and 36 and subsection

39(7) as they relate to internal review or audit, a public accountant's

limited assurance report on compliance or a reasonable assurance report

on compliance;

(

c) the policies and procedures referred to in

section 12.

Compliance officer

(1) A designated benchmark administrator must designate an officer to be

responsible for monitoring and assessing compliance by the designated

benchmark administrator and its DBA individuals with securities legislation

relating to benchmarks.

(2) A designated benchmark administrator must not prevent or restrict the officer

referred to in subsection (1) from directly accessing the designated benchmark

administrator's board of directors or a member of the board of directors.

(3) An officer referred to in subsection (1) must do all of the following:

(

a) monitor and assess compliance by the designated benchmark

administrator and its DBA individuals with the accountability framework

referred to in

section 5, the control framework referred to in

section 8

and securities legislation relating to benchmarks;

(

b) at least once every 12 months, submit a report to the designated

benchmark administrator's board of directors that describes

(

i) the officer's activities referred to in paragraph (a),

(ii) compliance by the designated benchmark administrator and its

DBA individuals with the accountability framework referred to in

section 5, the control framework referred to in

section 8 and

securities legislation relating to benchmarks, and

(iii) whether the designated benchmark administrator has followed the

methodology applicable to each designated benchmark it

administers;

(

c) submit a report to the designated benchmark administrator's board of

directors as soon as reasonably possible if the officer becomes aware of

any circumstances indicating that the designated benchmark

administrator or its DBA individuals might not be in compliance with

securities legislation relating to benchmarks and any of the following

apply:

(

i) a reasonable person would consider that the suspected non-

compliance, if actual, poses a significant risk of financial loss to a

benchmark user or to any other person or company;

(ii) a reasonable person would consider that the suspected non-

compliance, if actual, poses a significant risk of harm to the

integrity of capital markets;

(iii) a reasonable person would consider that the suspected non-

compliance, if actual, is part of a pattern of non-compliance.

(4) An officer referred to in subsection (1) must not participate in any of the

following:

(

a) the provision of a designated benchmark;

(

b) the determination of compensation for any DBA individuals, other than

for a DBA individual who reports directly to the officer.

(5) An officer referred to in subsection (1) must certify that a report submitted

under paragraph (3)(

b) is accurate and complete.

(6) A designated benchmark administrator must not provide a payment or other

financial incentive to an officer referred to in subsection (1), or any DBA

individual who reports directly to the officer, if the payment or other financial

incentive would create a conflict of interest.

(7) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures reasonably designed to ensure compliance

with subsection (6).

(8) A designated benchmark administrator must deliver to the regulator or

securities regulatory authority, promptly after it is submitted to the board of

directors, a report referred to in paragraph (3)(

b) or (c).

Oversight committee

(1) In this section, "oversight committee" means the committee referred to in

subsection (2).

(2) A designated benchmark administrator must establish and maintain a

committee to oversee the provision of a designated benchmark.

(3) The oversight committee must not include any individual who is a member of

the board of directors of the designated benchmark administrator.

(4) The oversight committee must provide a copy of its recommendations on

benchmark oversight to the board of directors of the designated benchmark

administrator.

(5) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures regarding the structure and mandate of the

oversight committee.

(6) The board of directors of a designated benchmark administrator must appoint

the members of the oversight committee.

(7) A designated benchmark administrator must not distribute information relating

to a designated benchmark unless its board of directors has

(

a) approved the policies and procedures referred to in subsection (5), and

(

b) approved the procedures referred to in paragraph (8)(d).

(8) The oversight committee must, for each designated benchmark that the

designated benchmark administrator administers, do all of the following:

(

a) review the methodology of the designated benchmark at least once every

12 months and consider if any changes to the methodology are required;

(

b) oversee any changes to the methodology of the designated benchmark,

including requesting that the designated benchmark administrator

consult with benchmark contributors or benchmark users on any

significant changes to the methodology of the designated benchmark;

(

c) oversee the management and operation of the designated benchmark,

including the designated benchmark administrator's control framework

referred to in

section 8;

(

d) review and approve procedures for any cessation of the designated

benchmark, including procedures governing consultations about a

cessation of the designated benchmark;

(

e) oversee any person or company referred to in

section 13 to which a

designated benchmark administrator has outsourced a function, service

or activity in the provision of the designated benchmark, including

calculation agents and dissemination agents;

(

f) assess any report resulting from an internal review or audit, or any public

accountant's limited assurance report on compliance or reasonable

assurance report on compliance;

(

g) monitor the implementation of any remedial actions relating to an

internal review or audit, or any public accountant's limited assurance

report on compliance or reasonable assurance report on compliance;

(

h) keep minutes of its meetings;

(

i) if the designated benchmark is based on input data from a benchmark

contributor,

(

i) oversee the designated benchmark administrator's establishment,

documentation, maintenance and application of the code of conduct

referred to in

section 23,

(ii) monitor each of the following:

(

A) the input data;

(

B) the contribution of input data by the benchmark contributor;

(

C) the actions of the designated benchmark administrator in

challenging or validating contributions of input data,

(iii) take reasonable measures regarding any breach of the code of

conduct referred to in

section 23 to mitigate the impact of the

breach and prevent additional breaches in the future, if a reasonable

person would consider that the breach is significant, and

(iv) promptly notify the board of directors of the designated benchmark

administrator of any breach of the code of conduct referred to in

section 23, if a reasonable person would consider that the breach is

significant.

(9) If the oversight committee becomes aware that the board of directors of the

designated benchmark administrator has acted or intends to act contrary to any

recommendations or decisions of the oversight committee, the oversight

committee must record that fact in the minutes of its next meeting.

(10) If the oversight committee becomes aware of any of the following, the

oversight committee must promptly report it to the regulator or securities

regulatory authority:

(

a) any misconduct by the designated benchmark administrator in relation to

the provision of a designated benchmark, if a reasonable person would

consider that the misconduct is significant;

(

b) any misconduct by a benchmark contributor in respect of a designated

benchmark that is based on input data from the benchmark contributor, if

a reasonable person would consider that the misconduct is significant;

(

c) any input data that

(

i) a reasonable person would consider is anomalous or suspicious,

and

(ii) is used in determining the benchmark or is contributed by a

benchmark contributor.

(11) The oversight committee, and each of its members, must carry out its, and

their, actions and duties under this Instrument with integrity.

(12) A member of the oversight committee must disclose in writing to the

committee the nature and extent of any conflict of interest the member has in

respect of the designated benchmark or the designated benchmark

administrator.

Control framework

(1) In this section, "control framework" means the policies, procedures and

controls referred to in subsections (2), (3) and (4).

(2) A designated benchmark administrator must establish, document, maintain

and apply policies, procedures and controls that are reasonably designed to

ensure that a designated benchmark is provided in accordance with this

Instrument.

(3) Without limiting the generality of subsection (2), a designated benchmark

administrator must ensure that its control framework includes controls relating

to all of the following:

(

a) management of operational risk, including any risk of financial loss,

disruption or damage to the reputation of the designated benchmark

administrator from any failure of its information technology systems;

(

b) business continuity and disaster recovery plans;

(

c) contingency procedures in the event of a disruption to the provision of

the designated benchmark or the process applied to provide the

designated benchmark.

(4) A designated benchmark administrator must establish, document, maintain

and apply policies, procedures and controls reasonably designed to

(

a) ensure that benchmark contributors comply with the code of conduct

referred to in

section 23 and the standards for input data in the

methodology of the designated benchmark,

(

b) monitor input data before any publication relating to the designated

benchmark, and

(

c) validate input data after publication to identify errors and anomalies.

(5) A designated benchmark administrator must promptly provide written notice

to the regulator or securities regulatory authority describing any security

incident or any systems issue relating to a designated benchmark it

administers, if a reasonable person would consider that the security incident or

systems issue is significant.

(6) A designated benchmark administrator must review and update its control

framework on a reasonably frequent basis and at least once every 12 months.

(7) A designated benchmark administrator must make its control framework

available, on request and free of charge, to any benchmark user.

Governance requirements

(1) A designated benchmark administrator must establish and document its

organizational structure.

(2) The organizational structure referred to in subsection (1) must establish well-

defined roles and responsibilities for each person or company involved in the

provision of a designated benchmark administered by the designated

benchmark administrator.

(3) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures reasonably designed to ensure that each of

its benchmark individuals

(

a) has the necessary skills, knowledge, experience, reliability and integrity

for the duties assigned to the individual, and

(

b) is subject to adequate management and supervision.

(4) A designated benchmark administrator must ensure that any information

published by the benchmark administrator relating to a designated benchmark

is approved by a manager of the designated benchmark administrator.

Conflicts of interest

(1) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures that are reasonably designed to

(

a) identify and eliminate or manage conflicts of interest involving the

designated benchmark administrator and its managers, benchmark

contributors, benchmark users, DBA individuals and any affiliated entity

of the designated benchmark administrator,

(

b) ensure that the exercise of expert judgment by the benchmark

administrator or DBA individuals is independently and honestly

exercised,

(

c) protect the integrity and independence of the provision of a designated

benchmark,

(

d) ensure that an officer referred to in

section 6, or any DBA individual

who reports directly to the officer, does not receive compensation or

other financial incentive from which conflicts of interest arise or that

otherwise adversely affect the integrity of the benchmark determination,

and

(

e) ensure that each of its benchmark individuals is not subject to undue

influence, undue pressure or conflicts of interest, including, for greater

certainty, ensuring that each of the benchmark individuals

(

i) is not subject to compensation or performance evaluations from

which conflicts of interest arise or that otherwise adversely affect

the integrity of the benchmark determination,

(ii) does not have any financial interests, relationships or business

connections that adversely affect the integrity of the designated

benchmark administrator,

(iii) does not contribute to a determination of a designated benchmark

by way of engaging in bids, offers or trades on a personal basis or

on behalf of market participants, except as permitted under the

policies and procedures of the designated benchmark administrator,

and

(iv) is subject to policies and procedures to prevent the exchange of

information that might affect a designated benchmark with the

following, except as permitted under the policies and procedures of

the designated benchmark administrator:

(

A) any other DBA individual if that individual is involved in an

activity that results in a conflict of interest or a potential

conflict of interest,

(

B) a benchmark contributor or any other person or company.

(2) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures that are reasonably designed to keep

separate, operationally, the business of a designated benchmark administrator

relating to the designated benchmark it administers, and its benchmark

individuals, from any other business activity of the designated benchmark

administrator if the designated benchmark administrator becomes aware of a

conflict of interest or a potential conflict of interest involving the business of

the designated benchmark administrator relating to any designated benchmark.

(3) A designated benchmark administrator must promptly publish a description of

a conflict of interest, or a potential conflict of interest, in respect of a

designated benchmark

(

a) if a reasonable person would consider the risk of harm to any person or

company arising from the conflict of interest, or the potential conflict of

interest, is significant, and

(

b) on becoming aware of the conflict of interest, or the potential conflict of

interest, including, for greater certainty, a conflict or potential conflict

arising from the ownership or control of the designated benchmark

administrator.

(4) A designated benchmark administrator must ensure that the policies and

procedures referred to in subsection (1)

(

a) take into account the nature and categories of the designated benchmarks

it administers and the risks that each designated benchmark poses to

capital markets and benchmark users,

(

b) protect the confidentiality of information provided to or produced by the

designated benchmark administrator, subject to the disclosure

requirements under

Part 5, and

(

c) identify and eliminate or manage conflicts of interest, including, for

greater certainty, those that arise as a result of

(

i) expert judgment or other discretion exercised in the benchmark

determination process,

(ii) the ownership or control of the designated benchmark

administrator or any affiliated entity of the designated benchmark

administrator, and

(iii) any other person or company exercising control or direction over

the designated benchmark administrator in relation to determining

the designated benchmark.

(5) If a designated benchmark administrator fails to apply or follow a policy or

procedure referred to in subsection (4), and a reasonable person would

consider the failure to be significant, the designated benchmark administrator

must promptly provide written notice of the significant failure to the regulator

or securities regulatory authority.

Reporting of contraventions

(1) A designated benchmark administrator must establish, document, maintain

and apply systems and controls reasonably designed to detect and promptly

report to the regulator or securities regulatory authority any conduct by a DBA

individual or a benchmark contributor that might involve the following:

(

a) manipulation or attempted manipulation of a designated benchmark;

(

b) provision or attempted provision of false or misleading information in

respect of a designated benchmark.

(2) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures for its DBA individuals to report any

contravention of securities legislation relating to benchmarks to the officer

referred to in

section 6.

(3) A designated benchmark administrator must promptly provide written notice

to the regulator or securities regulatory authority describing any conduct that

it, or any of its DBA individuals, becomes aware of that might involve the

following:

(

a) manipulation or attempted manipulation of a designated benchmark;

(

b) provision or attempted provision of false or misleading information in

respect of a designated benchmark.

Complaint procedures

(1) A designated benchmark administrator must establish, document, maintain,

apply and publish policies and procedures reasonably designed to ensure that

the designated benchmark administrator receives, investigates and resolves

complaints relating to a designated benchmark, including, for greater

certainty, complaints in respect of each of the following:

(

a) whether a determination of a designated benchmark accurately and

reliably represents that part of the market or economy the benchmark is

intended to represent;

(

b) whether a determination of a designated benchmark was made in

accordance with the methodology of the designated benchmark;

(

c) the methodology of a designated benchmark or any proposed change to

the methodology.

(2) A designated benchmark administrator must do all of the following:

(

a) provide a written copy of the complaint procedures at no cost to any

person or company on request;

(

b) investigate a complaint in a timely and fair manner;

(

c) communicate the outcome of the investigation of a complaint to the

complainant within a reasonable period;

(

d) conduct the investigation of a complaint independently of persons who

might have been involved in the subject matter of the complaint.

Outsourcing

(1) A designated benchmark administrator must not outsource a function, service

or activity relating to the administration of a designated benchmark in such a

way as to significantly impair any of the following:

(

a) the designated benchmark administrator's control over the provision of

the designated benchmark;

(

b) the ability of the designated benchmark administrator to comply with

securities legislation relating to benchmarks.

(2) A designated benchmark administrator that outsources a function, service or

activity in the provision of a designated benchmark must establish, document,

maintain and apply policies and procedures reasonably designed to ensure that

(

a) the person or company performing the function or activity or providing

the service has the ability, capacity, and any authorization required by

law, to perform the outsourced function or activity, or provide the

service, reliably and effectively,

(

b) the designated benchmark administrator maintains records documenting

the identity and the tasks of the person or company performing the

function or activity or providing the service and that those records are

available in a manner that permits them to be provided to the regulator

or, in Qu‚bec, the securities regulatory authority, in a reasonable period,

(

c) the designated benchmark administrator and the person or company to

which a function, service or activity is outsourced enter into a written

agreement that

(

i) imposes service level requirements on the person or company,

(ii) allows the designated benchmark administrator to terminate the

agreement when appropriate,

(iii) requires the person or company to disclose to the designated

benchmark administrator any development that may have a

significant impact on the person or company's ability to perform

the outsourced function or activity, or provide the outsourced

service, in compliance with applicable law,

(iv) requires the person or company to cooperate with the regulator or

securities regulatory authority regarding a compliance review or

investigation involving the outsourced function, service or activity,

(

v) allows the designated benchmark administrator to directly access

(

A) the books, records and other documents related to the

outsourced function, service or activity, and

(

B) the business premises of the person or company, and

(vi) requires the person or company to keep sufficient books, records

and other documents to record its activities relating to the

designated benchmark and to provide the designated benchmark

administrator with copies of those books, records and other

documents on request,

(

d) the designated benchmark administrator takes reasonable measures if the

administrator becomes aware of any circumstances indicating that the

person or company to which a function, service or activity is outsourced

might not be performing the outsourced function or activity, or providing

the outsourced service, in compliance with this Instrument or with the

agreement referred to in paragraph (c),

(

e) the designated benchmark administrator conducts reasonable supervision

of the outsourced function, service or activity and manages any risks to

the designated benchmark administrator or to the accuracy or reliability

of the designated benchmark resulting from the outsourcing,

(

f) the designated benchmark administrator retains the expertise that a

reasonable person would consider necessary to conduct reasonable

supervision of the outsourced function, service or activity and to manage

any risks to the designated benchmark administrator or to the accuracy

or reliability of the designated benchmark resulting from the

outsourcing, and

(

g) the designated benchmark administrator takes steps, including

developing contingency plans, that a reasonable person would consider

necessary to avoid or mitigate operational risk related to the person or

company performing the function or activity or providing the service.

(3) A designated benchmark administrator that outsources a function, service or

activity in the provision of a designated benchmark must ensure that the

regulator or securities regulatory authority has reasonable access to

(

a) the applicable books, records and other documents of the person or

company performing the function or activity or providing the service,

and

(

b) the applicable business premises of the person or company performing

the function or activity or providing the service.

PART 4

INPUT DATA AND METHODOLOGY

Input data

(1) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures reasonably designed to ensure that all of the

following are satisfied in respect of input data used in the provision of a

designated benchmark:

(

a) the input data, in aggregate, is sufficient to provide a designated

benchmark that accurately and reliably represents that part of the market

or economy the designated benchmark is intended to represent;

(

b) the input data will continue to be reliably available;

(

c) if appropriate transaction data is available to satisfy paragraphs (

a) and

(b), the input data is transaction data;

(

d) if appropriate transaction data is not available to satisfy paragraphs (

a) and (b), the designated benchmark administrator uses, in accordance

with the methodology of the designated benchmark, relevant and

appropriate estimated prices, quotes or other values as input data;

(

e) the input data is capable of being verified as being accurate, reliable and

complete.

(2) A designated benchmark administrator must establish, document, maintain

and apply policies, procedures and controls that are reasonably designed to

ensure that input data for a designated benchmark is accurate, reliable and

complete and that include all of the following:

(

a) criteria for determining who may act as benchmark contributors and

contributing individuals;

(

b) a process for determining benchmark contributors and contributing

individuals;

(

c) a process for assessing a benchmark contributor's compliance with the

code of conduct referred to in

section 23;

(

d) a process for applying measures that a reasonable person would consider

appropriate in the event of a benchmark contributor failing to comply

with the code of conduct referred to in

section 23;

(

e) if appropriate, a process for stopping a benchmark contributor from

contributing further input data;

(

f) a process for verifying input data to ensure its accuracy, reliability and

completeness.

(3) If a reasonable person would consider that the input data results in a

designated benchmark that does not accurately and reliably represent that part

of the market or economy the designated benchmark is intended to represent,

the designated benchmark administrator must do either of the following:

(

a) within a reasonable time, change the input data, the benchmark

contributors or the methodology of the designated benchmark in order to

ensure that the designated benchmark accurately and reliably represents

that part of the market or economy the designated benchmark is intended

to represent;

(

b) cease to provide the designated benchmark.

(4) A designated benchmark administrator must promptly provide written notice

to the regulator or securities regulatory authority if the designated benchmark

administrator is required to take an action under paragraph (3)(

a) or (b).

(5) A designated benchmark administrator must publish both of the following:

(

a) the policies and procedures referred to in subsection (1) regarding the

types of input data, the priority of use of the different types of input data

and the exercise of expert judgment in the determination of a designated

benchmark;

(

b) the methodology of the designated benchmark.

Contribution of input data

(1) For the purpose of paragraph 14(1)(

a) in respect of a designated benchmark

that is based on input data from benchmark contributors, the designated

benchmark administrator must obtain, if a reasonable person would consider it

to be appropriate, input data from a representative sample of benchmark

contributors.

(2) A designated benchmark administrator must not use input data from a

benchmark contributor if

(

a) a reasonable person would consider that the benchmark contributor has

breached the code of conduct referred to in

section 23, and

(

b) a reasonable person would consider that the breach is significant.

(3) If the circumstances referred to in subsection (2) occur, and if a reasonable

person would consider it to be appropriate, a designated benchmark

administrator must obtain alternative representative data in accordance with

the policies and procedures referred to in subsection 16(3).

(4) If input data is contributed from any front office of a benchmark contributor,

or of an affiliated entity of a benchmark contributor, that performs any

activities that relate to or might affect the input data, the designated

benchmark administrator must

(

a) obtain information from other sources, if reasonably available, that

confirms the accuracy, reliability and completeness of the input data in

accordance with its policies and procedures, and

(

b) ensure that the benchmark contributor has in place internal oversight and

verification procedures that a reasonable person would consider

adequate.

(5) In this section, "front office" means any department, division or other internal

grouping of a benchmark contributor, or any employee or agent of a

benchmark contributor, that performs any pricing, trading, sales, marketing,

advertising, solicitation, structuring or brokerage activities on behalf of the

benchmark contributor.

Methodology

(1) A designated benchmark administrator must not follow a methodology for

determining a designated benchmark unless all of the following apply:

(

a) the methodology is sufficient to provide a designated benchmark that

accurately and reliably represents that part of the market or economy the

designated benchmark is intended to represent;

(

b) the methodology identifies how and when expert judgment may be

exercised in the determination of the designated benchmark;

(

c) the accuracy and reliability of the methodology, with respect to

determinations made under it, is capable of being verified, including, if

appropriate, by back-testing;

(

d) the methodology is reasonably designed to ensure that a determination

under the methodology can be made in all reasonable circumstances,

without compromising the accuracy and reliability of the methodology;

(

e) a determination under the methodology is capable of being verified as

being accurate, reliable and complete.

(2) A designated benchmark administrator must not implement a methodology for

a designated benchmark unless the methodology,

(

a) when it is prepared, takes into account all of the applicable

characteristics of that part of the market or economy the designated

benchmark is intended to represent,

(

b) if applicable, determines what constitutes an active market for the

purposes of the designated benchmark, and

(

c) establishes the priority to be given to different types of input data.

(3) A designated benchmark administrator must establish, document, maintain,

apply and publish policies and procedures that

(

a) identify the circumstances in which the quantity or quality of input data

falls below the standards necessary for the methodology to provide a

designated benchmark that accurately and reliably represents that part of

the market or economy the designated benchmark is intended to

represent, and

(

b) indicate whether and how the designated benchmark is to be determined

in those circumstances.

Proposed significant changes to methodology

(1) In this section, "significant change" means a change that a reasonable person

would consider to be significant.

(2) A designated benchmark administrator must not implement a significant

change to a methodology for determining a designated benchmark, unless all

of the following apply:

(

a) the designated benchmark administrator has published notice of the

proposed significant change to the methodology of a designated

benchmark;

(

b) the designated benchmark administrator has provided a means for

benchmark users and other members of the public to comment on the

proposed significant change and its effect on the designated benchmark;

(

c) the designated benchmark administrator has published

(

i) any comments received, unless the commenter has requested that

its comments be held in confidence,

(ii) the name of each commenter, unless a commenter has requested

that its name be held in confidence, and

(iii) the designated benchmark administrator's response to the

comments that are published;

(

d) the designated benchmark administrator has published notice of

implementation of any significant change to the methodology of the

designated benchmark.

(3) For the purposes of subsection (2),

(

a) the notice under paragraph (2)(

a) must be published on a date that

provides benchmark users and other members of the public with

reasonable time to consider and comment on the proposed change,

(

b) the publication of comments under paragraph (2)(

c) may permit a part of

a written comment to be excluded from publication if both of the

following apply:

(

i) the designated benchmark administrator considers that disclosure

of that part of the comment would be seriously prejudicial to the

interests of the designated benchmark administrator or would

contravene privacy laws;

(ii) the designated benchmark administrator includes, with the

publication, a description of the nature of the comment, and

(

c) the notice under paragraph (2)(

d) must be published sufficiently before

the effective date of the change to provide benchmark users and other

members of the public with reasonable time to consider the

implementation of the significant change.

PART 5

DISCLOSURE

Disclosure of methodology

(1) A designated benchmark administrator must publish all of the following in

respect of the methodology of a designated benchmark:

(

a) the information that

(

i) a reasonable benchmark contributor might need in order to carry

out its responsibilities as a benchmark contributor, and

(ii) a reasonable benchmark user might need in order to evaluate

whether the designated benchmark accurately and reliably

represents that part of the market or economy the designated

benchmark is intended to represent;

(

b) an explanation of all of the elements of the methodology, including, for

greater certainty, the following:

(

i) a description of the designated benchmark and of that part of the

market or economy the designated benchmark is intended to

represent;

(ii) the currency or other unit of measurement of the designated

benchmark;

(iii) the criteria used by the designated benchmark administrator to

select the sources of input data used to determine the designated

benchmark;

(iv) the types of input data used to determine the designated benchmark

and the priority given to each type;

(

v) a description of the benchmark contributors and the criteria used to

determine the eligibility of a benchmark contributor;

(vi) a description of the constituents of the designated benchmark and

the criteria used to select and give weight to them;

(vii) any minimum liquidity requirements for the constituents of the

designated benchmark;

(viii) any minimum requirements for the quantity of input data, and any

minimum standards for the quality of input data, used to determine

the designated benchmark;

(ix) provisions that identify how and when expert judgment may be

exercised in the determination of the designated benchmark;

(

x) whether the designated benchmark takes into account any

reinvestment of dividends paid on securities that are included in the

designated benchmark;

(xi) if the methodology may be changed periodically to ensure the

designated benchmark continues to accurately and reliably

represent that part of the market or economy the designated

benchmark is intended to represent, all of the following:

(

A) any criteria to be used to determine when such a change is

necessary;

(

B) any criteria to be used to determine the frequency of such a

change;

(

C) any criteria to be used to rebalance the constituents of the

designated benchmark as part of making such a change;

(xii) the potential limitations of the methodology and details of any

methodology to be used in exceptional circumstances, including in

the case of an illiquid market or in periods of stress or if transaction

data may be inaccurate, unreliable or incomplete;

(xiii) a description of the roles of any third parties involved in data

collection for, or in the calculation or dissemination of, the

designated benchmark;

(xiv) the model or method used for the extrapolation and any

interpolation of input data;

(

c) the process for the internal review and approval of the methodology and

the frequency of such reviews and approvals;

(

d) the process referred to in

section 17 for making significant changes to

the methodology;

(

e) examples of the types of changes that may constitute a significant

change to the methodology.

(2) A designated benchmark administrator must provide written notice to the

regulator or securities regulatory authority of a proposed significant change to

the methodology of a designated benchmark referred to in

section 17 at least

45 days before the significant change is implemented.

(3) Subsection (2) does not apply with respect to a proposal to make a significant

change to a methodology of a designated benchmark referred to in

section 17

(

a) the proposal is intended to be implemented within 45 days of the

decision to make the change,

(

b) the proposal is intended to preserve the integrity, accuracy or reliability

of the designated benchmark or the independence of the designated

benchmark administrator, and

(

c) the designated benchmark administrator promptly, after making the

decision to make the significant change, provides written notice to the

regulator or securities regulatory authority of the proposed significant

change.

Benchmark statement

(1) In this section, "benchmark statement" means a written statement that includes

all of the following:

(

a) a description of that part of the market or economy the designated

benchmark is intended to represent, including, for greater certainty, the

following:

(

i) the geographical area, if any, of that part of the market or economy

the designated benchmark is intended to represent;

(ii) any other information that a reasonable person would consider to

be useful to help existing or potential benchmark users to

understand the relevant features of that part of the market or

economy the designated benchmark is intended to represent,

including both of the following, to the extent that accurate and

reliable information is available:

(

A) information on existing or potential participants in that part of

the market or economy the designated benchmark is intended

to represent;

(

B) an indication of the dollar value of that part of the market or

economy the designated benchmark is intended to represent;

(

b) an explanation of the circumstances in which the designated benchmark

might, in the opinion of a reasonable person, not accurately and reliably

represent that part of the market or economy the designated benchmark

is intended to represent;

(

c) information that sets out all of the following:

(

i) the elements of the methodology of the designated benchmark in

relation to which expert judgment may be exercised by the

designated benchmark administrator or any benchmark contributor;

(ii) the circumstances in which expert judgment would be exercised by

the designated benchmark administrator or any benchmark

contributor;

(iii) the job title of the individuals who are authorized to exercise expert

judgment;

(

d) whether the expert judgment referred to in paragraph (

c) will be

evaluated by the designated benchmark administrator or the benchmark

contributor and the parameters that will be used to conduct the

evaluation;

(

e) notice that factors, including external factors beyond the control of the

designated benchmark administrator, could necessitate changes to, or the

cessation of, the designated benchmark;

(

f) notice that changes to, or the cessation of, the designated benchmark

could have an impact on contracts and instruments that reference the

designated benchmark or on the measurement of the performance of an

investment fund that references the designated benchmark;

(

g) an explanation of all key terms used in the statement that relate to the

designated benchmark and its methodology;

(

h) the rationale for adopting the methodology for determining the

designated benchmark;

(

i) the procedures for the review and approval of the methodology of the

designated benchmark;

(

j) a

summary of the methodology of the designated benchmark, including,

for greater certainty, the following, if applicable:

(

i) a description of the types of input data to be used;

(ii) the priority given to different types of input data;

(iii) the minimum data needed to determine the designated benchmark;

(iv) the use of any models or methods of extrapolation of input data;

(

v) any criteria for rebalancing the constituents of the designated

benchmark;

(vi) any other restrictions or limitations on the exercise of expert

judgment;

(

k) the procedures that govern the provision of the designated benchmark in

periods of market stress or when transaction data might be inaccurate,

unreliable or incomplete, and the potential limitations of the designated

benchmark during those periods;

(

l) the procedures for dealing with errors in input data or in the

determination of the designated benchmark, including when a re-

determination of the designated benchmark is required;

(

m) potential limitations of the designated benchmark, including its operation

in illiquid or fragmented markets and the possible concentration of input

data.

(2) No later than 15 days after the designation of a designated benchmark, the

designated benchmark administrator of the designated benchmark must

publish a benchmark statement.

(3) A designated benchmark administrator must, with respect to each designated

benchmark it administers, review the applicable benchmark statement at least

every 2 years.

(4) If there is a change to the information required under this

section in a

benchmark statement, and if a reasonable person would consider the change to

be significant, the designated benchmark administrator must promptly update

the benchmark statement to reflect the change.

(5) If the benchmark statement is updated under subsection (4), the designated

benchmark administrator must promptly publish the updated benchmark

statement.

Changes to and cessation of a designated benchmark

(1) A designated benchmark administrator must not cease to provide a designated

benchmark, unless the designated benchmark administrator has provided

notice of the cessation on a date that provides benchmark users and other

members of the public with reasonable time to consider the impact of the

cessation.

(2) A designated benchmark administrator must publish, simultaneously with the

benchmark statement referred to in subsection 19(2), the procedures it will

follow in the event of a significant change to the methodology or provision of

the designated benchmark it administers, or the cessation of the designated

benchmark, including procedures for advance notice of the implementation of

a significant change or a cessation.

(3) If a designated benchmark administrator makes a significant change to the

procedures referred to in subsection (2), the designated benchmark

administrator must promptly publish the changed procedures.

Registrants, reporting issuers and recognized entities

(1) If a person or company uses a designated benchmark, and if a significant

change to the methodology or provision of the benchmark, or the cessation of

the benchmark, could have a significant impact on the person or company, a

security issued by the person or company or a derivative to which the person

or company is a party, the person or company must establish and maintain a

written plan setting out the actions that the person or company will take in the

event of any of the following:

(

a) a significant change to the methodology or provision of the designated

benchmark;

(

b) a cessation of the designated benchmark.

(2) Subsection (1) does not apply unless the person or company is any of the

following:

(

a) a registrant;

(

b) a reporting issuer;

(

c) a recognized exchange;

(

d) a recognized quotation and trade reporting system;

(

e) a recognized clearing agency within the meaning of National Instrument

24-102 Clearing Agency Requirements.

(3) Subsection (1) does not apply with respect to a security issued or a derivative

entered into before the date this Instrument comes into force.

(4) If a reasonable person would consider it appropriate, a person or company

referred to in subsection (1) must

(

a) identify, in the plan referred to in subsection (1), one or more

benchmarks suitable as substitutes for the designated benchmark, and

(

b) indicate why the substitution would be suitable.

(5) If a reasonable person would consider it appropriate, a person or company

referred to in subsection (1) must refer to the plan referred in subsection (1) in

any security issued by the person or company, or any derivative to which the

person or company is a party, that references the designated benchmark.

Publishing and disclosing

22. If, under this Instrument, a designated benchmark administrator is required to

publish a document or information, or disclose a document or information to a

benchmark user or benchmark contributor, the designated benchmark

administrator must publicly include the document or information on the

designated benchmark administrator's website in a prominent manner and, for

greater certainty, free of charge.

PART 6

BENCHMARK CONTRIBUTORS

Code of conduct for benchmark contributors

(1) If a designated benchmark is determined using input data from a benchmark

contributor, the designated benchmark administrator of the designated

benchmark must establish, document, maintain and apply a code of conduct

that specifies the responsibilities of the benchmark contributor with respect to

the contribution of input data.

(2) A designated benchmark administrator must include in the code of conduct

referred to in subsection (1) all of the following:

(

a) a description of the input data to be provided and the requirements

necessary to ensure that input data is provided in accordance with

sections 14 and 15;

(

b) the method by which a benchmark contributor will confirm the identity

of each contributing individual who might contribute input data;

(

c) the method by which the designated benchmark administrator will

confirm the identity of a benchmark contributor and any contributing

individual;

(

d) the procedures that a benchmark contributor will use to determine who is

suitable to be authorized as a contributing individual;

(

e) the procedures that a benchmark contributor will use to ensure that the

benchmark contributor contributes all relevant input data;

(

f) a description of the procedures, systems and controls that a benchmark

contributor will establish, document, maintain and apply, including the

following:

(

i) procedures for contributing input data;

(ii) specifying whether input data is transaction data;

(iii) confirming whether input data conforms to the designated

benchmark administrator's requirements;

(iv) procedures for the exercise of expert judgment in contributing

input data;

(

v) if the designated benchmark administrator requires the validation

of input data before it is contributed, the requirement;

(vi) a requirement to maintain records relating to its activities as a

benchmark contributor;

(vii) a requirement that the benchmark contributor report to the

designated benchmark administrator any instance when a

reasonable person would consider that a contributing individual,

acting on a behalf of the benchmark contributor or any other

benchmark contributor, has contributed input data that is

inaccurate, unreliable or incomplete;

(viii) a requirement to identify and eliminate or manage conflicts of

interest and potential conflicts of interest that may affect the

integrity, accuracy or reliability of the designated benchmark;

(ix) a procedure for the designation of an officer of the benchmark

contributor who is to be responsible for monitoring and assessing

compliance by the benchmark contributor and its employees with

the code of conduct and securities legislation relating to

benchmarks;

(

x) a requirement that the benchmark contributor's officer referred to

in subparagraph (ix) and the benchmark contributor's chief

compliance officer not be prevented or restricted from directly

accessing the benchmark contributor's board of directors.

(3) A designated benchmark administrator must establish, document, maintain

and apply policies and procedures reasonably designed to, at least once every

12 months and promptly after any change to the code of conduct referred to in

subsection (1), assess whether each benchmark contributor to a designated

benchmark that it administers is complying with the code of conduct.

Governance and control requirements for benchmark contributors

(1) Except in Qu‚bec, a benchmark contributor to a designated benchmark must

establish, document, maintain and apply policies and procedures reasonably

designed to ensure all of the following:

(

a) input data contributed by the benchmark contributor is not affected by

any conflict of interest or potential conflict of interest involving the

benchmark contributor or its employees, officers, directors or agents, if a

reasonable person would consider that the input data might be

inaccurate, unreliable or incomplete;

(

b) if expert judgment is exercised by the benchmark contributor in

contributing input data, the benchmark contributor exercises the expert

judgment independently, in good faith and in compliance with the code

of conduct referred to in

section 23.

(2) Except in Qu‚bec, a benchmark contributor to a designated benchmark must

establish, document, maintain and apply policies, procedures and controls

reasonably designed to ensure the accuracy, reliability and completeness of

each contribution of input data, including policies, procedures and controls

governing all of the following:

(

a) the manner in which the input data is contributed in compliance with this

Instrument and the code of conduct referred to in

section 23;

(

b) who may contribute input data, including, as applicable, a process for

approval by an individual holding a position senior to that of a

contributing individual;

(

c) training for contributing individuals with respect to compliance with this

Instrument;

(

d) the identification and elimination or management of conflicts of interest

and potential conflicts of interest, including, for greater certainty,

(

i) policies, procedures and controls that are reasonably designed to

keep separate, operationally or otherwise, contributing individuals

from employees or agents whose responsibilities include

transacting in a contract, derivative, instrument or security that uses

the designated benchmark for reference;

(ii) policies, procedures and controls that are reasonably designed to

prevent contributing individuals from receiving compensation or

other financial incentive from which conflicts of interest arise,

including for greater certainty, conflicts of interest that adversely

affect the accuracy, reliability and completeness of each

contribution of input data.

(3) Except in Qu‚bec, before a benchmark contributor contributes input data for a

designated benchmark, the benchmark contributor must

(

a) establish, document, maintain and apply policies and procedures

reasonably designed to establish criteria, including any restrictions or

limitations, for the exercise of expert judgment, and

(

b) if expert judgment is exercised in relation to input data, retain records

that record the rationale for any decision made to exercise that expert

judgment, the rationale applied in the exercise of the expert judgment

and the manner of the exercise of the expert judgment.

(4) Except in Qu‚bec, a benchmark contributor that contributes input data for a

designated benchmark must keep, for a period of 7 years from the date the

record was made or received by the designated benchmark administrator,

whichever is later, records relating to all of the following:

(

a) communications, including, for greater certainty, telephone

conversations, in relation to the contribution of input data;

(

b) all information used or considered by the benchmark contributor in

making each contribution, including details of contributions made and

the names of contributing individuals;

(

c) the records relating to expert judgment referred to in paragraph 3(b);

(

d) all documentation relating to the identification and elimination or

management of conflicts of interest and potential conflicts of interest;

(

e) a description of the potential for financial loss or gain of the benchmark

contributor and each contributing individual to financial instruments that

reference the designated benchmark for which it acts as a benchmark

contributor;

(

f) any internal or external review of the benchmark contributor, including,

for greater certainty, each limited assurance report on compliance or

reasonable assurance report on compliance required under this

Instrument.

(5) Except in Qu‚bec, a benchmark contributor that contributes input data for a

designated benchmark must

(

a) cooperate with the designated benchmark administrator in the review

and supervision of the provision of the designated benchmark, including,

for greater certainty, cooperation in connection with any limited

assurance report on compliance or reasonable assurance report on

compliance required under this Instrument, and

(

b) make available the records kept in accordance with subsection (4) to all

of the following:

(

i) the designated benchmark administrator;

(ii) a public accountant involved with the preparation of a limited

assurance report on compliance or reasonable assurance report on

compliance required under this Instrument.

Compliance officer for benchmark contributors

(1) Except in Qu‚bec, a benchmark contributor that contributes input data for a

designated benchmark must designate an officer of the benchmark contributor

who is to be responsible for monitoring and assessing compliance by the

benchmark contributor and its employees with the code of conduct referred to

section 23, this Instrument and securities legislation relating to benchmarks.

(2) Except in Qu‚bec, a benchmark contributor must not prevent or restrict the

officer referred to in subsection (1) and its chief compliance officer from

directly accessing the benchmark contributor's board of directors or a member

of the board of directors.

PART 7

RECORD KEEPING

Books, records and other documents

(1) A designated benchmark administrator must keep the books, records and other

documents that are necessary to account for its activities as a designated

benchmark administrator, its business transactions and its financial affairs

relating to its designated benchmarks.

(2) A designated benchmark administrator must keep books, records and other

documents of the following:

(

a) all input data, including how the data was used;

(

b) if data is rejected as input data for a designated benchmark despite the

data conforming to the methodology of the designated benchmark, the

rationale for rejecting the input data;

(

c) the methodology of each designated benchmark administered by the

designated benchmark administrator;

(

d) any exercise of expert judgment by the designated benchmark

administrator in the determination of a designated benchmark, including

the basis for the exercise of expert judgment;

(

e) changes in or deviations from policies, procedures, controls or

methodologies;

(

f) the identities of contributing individuals and of benchmark individuals;

(

g) all documents relating to a complaint;

(

h) communications, including, for greater certainty, telephone

conversations, between any benchmark individual and benchmark

contributors or contributing individuals in respect of a designated

benchmark administered by the designated benchmark administrator.

(3) A designated benchmark administrator must keep the records referred to in

subsection (2) in a form that

(

a) identifies the manner in which the determination of a designated

benchmark was made, and

(

b) enables an audit, review or evaluation of any input data, calculation, or

exercise of expert judgment, including in connection with any limited

assurance report on compliance or reasonable assurance report on

compliance.

(4) A designated benchmark administrator must retain the books, records and

other documents required to be maintained under this

section

(

a) for a period of 7 years from the date the record was made or received by

the designated benchmark administrator, whichever is later,

(

b) in a safe location and a durable form, and

(

c) in a manner that permits those books, records and other documents to be

provided promptly on request to the regulator or securities regulatory

authority.

PART 8

DESIGNATED CRITICAL BENCHMARKS,

DESIGNATED INTEREST RATE BENCHMARKS AND

DESIGNATED REGULATED-DATA BENCHMARKS

DIVISION 1 - DESIGNATED CRITICAL BENCHMARKS

Administration of a designated critical benchmark

(1) If a designated benchmark administrator decides to cease providing a

designated critical benchmark, the designated benchmark administrator must

(

a) promptly notify the regulator or securities regulatory authority, and

(

b) not more than 4 weeks after notifying the regulator or securities

regulatory authority, submit a plan to the regulator or securities

regulatory authority for how the designated critical benchmark can be

transitioned to another designated benchmark administrator or cease to

be provided.

(2) Following the submission of the plan referred to paragraph (1)(b), a designated

benchmark administrator must continue to provide the designated critical

benchmark until one or more of the following have occurred:

(

a) the provision of the designated critical benchmark has been transitioned

to another designated benchmark administrator;

(

b) the designated benchmark administrator receives notice from the

regulator or securities regulatory authority authorizing the cessation;

(

c) the designation of the designated benchmark has been revoked or varied

to reflect that the designated benchmark is no longer a designated critical

benchmark;

(d) 12 months have elapsed from the submission of the plan referred to in

paragraph (1)(b), unless, before the expiration of the period, the

regulator or securities regulatory authority has provided written notice

that the written notice has been extended.

Access

28. A designated benchmark administrator of a designated critical benchmark

must take reasonable steps to ensure that benchmark users and potential

benchmarks users have direct access to the designated critical benchmark on a

fair, reasonable, transparent and non-discriminatory basis.

Assessment

29. A designated benchmark administrator of a designated critical benchmark

must, at least once every 2 years, submit to the regulator or securities

regulatory authority an assessment of the capability of the designated critical

benchmark to accurately and reliably represent that part of the market or

economy the designated critical benchmark is intended to represent.

Benchmark contributor to a designated critical benchmark

(1) Except in Qu‚bec, if a benchmark contributor to a designated critical

benchmark decides it will cease contributing input data, it must promptly

notify in writing the designated benchmark administrator that administers the

designated critical benchmark.

(2) Except in Qu‚bec, a benchmark contributor that is required to give notice

under subsection (1) must continue contributing input data until the earlier of

(

a) the date referred to in subparagraph (3)(b)(ii), and

(b) 6 months after the notice referred to in subsection (1) is received by the

designated benchmark administrator that administers the designated

critical benchmark.

(3) If a designated benchmark administrator receives a notice referred to in

subsection (1), the designated benchmark administrator must

(

a) promptly notify the regulator or securities regulatory authority of the

decision referred to in subsection (1), and

(

b) no later than 14 days after receipt of the notice,

(

i) submit to the regulator or securities regulatory authority an

assessment of the impact of the benchmark contributor ceasing to

contribute input data on the capability of the designated critical

benchmark to accurately and reliably represent that part of the

market or economy the designated benchmark is intended to

represent, and

(ii) notify in writing the benchmark contributor of the date after which

the designated benchmark administrator no longer requires the

benchmark contributor to contribute input data, if that date is less

than 6 months after the date the designated benchmark

administrator received the notice referred to in subsection (1).

Oversight committee

(1) For a designated critical benchmark, at least half of the members of the

oversight committee referred to in

section 7 must be independent of the

designated benchmark administrator and any affiliated entity of the designated

benchmark administrator.

(2) For the purposes of subsection (1), a member of the oversight committee is not

independent if any of the following apply:

(

a) other than as compensation for acting as a member of the oversight

committee, the member accepts any consulting, advisory or other

compensatory fee from the designated benchmark administrator or any

affiliated entity of the designated benchmark administrator;

(

b) the member is a DBA individual or an employee or agent of any

affiliated entity of the designated benchmark administrator;

(

c) the member has a relationship with the designated benchmark

administrator that may, in the opinion of the board of directors of the

designated benchmark administrator, be expected to interfere with the

exercise of the member's independent judgment.

(3) The oversight committee referred to in

section 7 must

(

a) publish details of its membership, declarations of any conflicts of

interest of its members, and the processes for election or nomination of

its members, and

(

b) hold at least one meeting every 4 months.

Assurance report on designated benchmark administrator

(1) A designated benchmark administrator must engage a public accountant to

provide, as specified by the oversight committee referred to in

section 7, either

a limited assurance report on compliance or a reasonable assurance report on

compliance, in respect of each designated critical benchmark it administers,

regarding the designated benchmark administrator's

(

a) compliance with sections 5, 8 to 16 and 26, and

(

b) following of the methodology applicable to the designated critical

benchmark.

(2) A designated benchmark administrator must ensure an engagement referred to

in subsection (1) occurs once every 12 months.

(3) A designated benchmark administrator must, within 10 days of the receipt of a

report referred to in subsection (1), publish the report and deliver a copy of the

report to the regulator or securities regulatory authority.

Assurance report on benchmark contributor

(1) Except in Qu‚bec, if required by the oversight committee referred to in

section

7 as a result of a concern with the conduct of a benchmark contributor to a

designated critical benchmark, the benchmark contributor must engage a

public accountant to provide, as specified by the oversight committee, either a

limited assurance report on compliance or a reasonable assurance report on

compliance regarding the conduct of the benchmark contributor and its

(

a) compliance with

section 24, and

(

b) following of the methodology applicable to the designated critical

benchmark.

(2) Except in Qu‚bec, a benchmark contributor must, within 10 days of the receipt

of a report referred to in subsection (1), deliver a copy of the report to

(

a) the oversight committee referred to in

section 7,

(

b) the board of directors of the designated benchmark administrator, and

(

c) the regulator or securities regulatory authority.

DIVISION 2 - DESIGNATED INTEREST RATE BENCHMARKS

Order of priority of input data

34. For the purposes of subsection 14(1) and paragraph 14(5)(a), if a designated

interest rate benchmark is based on a contribution of input data from a

benchmark contributor, input data for the determination of the designated

interest rate benchmark must be used by the designated benchmark

administrator in accordance with the order of priority specified in the

methodology of the designated interest rate benchmark.

Oversight committee

(1) For a designated interest rate benchmark, at least half of the members of the

oversight committee referred to in

section 7 must be independent of the

designated benchmark administrator and any affiliated entity of the designated

benchmark administrator.

(2) For the purposes of subsection (1), a member of the oversight committee is not

independent if any of the following apply:

(

a) other than as compensation for acting as a member of the oversight

committee, the member accepts any consulting, advisory or other

compensatory fee from the designated benchmark administrator or any

affiliated entity of the designated benchmark administrator;

(

b) the member is a DBA individual or an employee or agent of any

affiliated entity of the designated benchmark administrator;

(

c) the member has a relationship with the designated benchmark

administrator that may, in the opinion of the board of directors of the

designated benchmark administrator, be expected to interfere with the

exercise of the member's judgment.

(3) The oversight committee referred to in

section 7 must

(

a) publish details of its membership, any declarations of any conflicts of

interest of its members, and the processes for election or nomination of

its members, and

(

b) hold at least one meeting every 4 months.

Assurance report on designated benchmark administrator

(1) A designated benchmark administrator must engage a public accountant to

provide, as specified by the oversight committee referred to in

section 7, a

limited assurance report on compliance, or a reasonable assurance report on

compliance, in respect of each designated interest rate benchmark it

administers, regarding the designated benchmark administrator's

(

a) compliance with sections 5, 8 to 16, 26 and 34, and

(

b) following of the methodology of the designated interest rate benchmark.

(2) A designated benchmark administrator must ensure an engagement referred to

in subsection (1) occurs for the first time 6 months after the introduction of a

code of conduct for benchmark contributors referred to in

section 23 and

subsequently once every 2 years.

(3) A designated benchmark administrator must, within 10 days of the receipt of a

report referred to in subsection (1), publish the report and deliver a copy of the

report to the regulator or securities regulatory authority.

Assurance report on benchmark contributor required by oversight committee

(1) Except in Qu‚bec, if required by the oversight committee referred to in

section

7 as a result of a concern with the conduct of a benchmark contributor to a

designated interest rate benchmark, the benchmark contributor must engage a

public accountant to provide, as specified by the oversight committee, either a

limited assurance report on compliance or a reasonable assurance report on

compliance, regarding the conduct of the benchmark contributor and its

(

a) compliance with sections 24 and 39, and

(

b) following of the methodology of the designated interest rate benchmark.

(2) Except in Qu‚bec, the benchmark contributor must, within 10 days of the

receipt of a report referred to in subsection (1), deliver a copy of the report to

(

a) the oversight committee referred to in

section 7,

(

b) the board of directors of the designated benchmark administrator, and

(

c) the regulator or securities regulatory authority.

Assurance report on benchmark contributor required at certain times

(1) Except in Qu‚bec, a benchmark contributor to a designated interest rate

benchmark must engage a public accountant to provide, as specified by the

oversight committee referred to in

section 7, a limited assurance report on

compliance, or a reasonable assurance report on compliance, regarding the

conduct and input data of the benchmark contributor and its

(

a) compliance with sections 24 and 39,

(

b) following of the methodology of the designated interest rate benchmark,

and

(

c) following of the code of conduct referred to in

section 23.

(2) Except in Qu‚bec, a benchmark contributor must ensure an engagement

referred to in subsection (1) occurs for the first time 6 months after the

introduction of a code of conduct for benchmark contributors referred to in

section 23 and subsequently once every 2 years.

(3) Except in Qu‚bec, the benchmark contributor must, within 10 days of the

receipt of a report referred to in subsection (1), deliver a copy of the report to

(

a) the oversight committee referred to in

section 7,

(

b) the board of directors of the designated benchmark administrator, and

(

c) the regulator or securities regulatory authority.

Benchmark contributor policies and procedures

39.(1) Subsections (2) to (7) do not apply to a person or company except in respect

of a designated interest rate benchmark.

(2) Except in Qu‚bec, a contributing individual of the benchmark contributor and

a manager of that contributing individual must provide a written statement to

the benchmark contributor and the designated benchmark administrator that

the contributing individual and the manager will comply with the code of

conduct referred to in

section 23.

(3) Except in Qu‚bec, a benchmark contributor must establish, document,

maintain and apply policies, procedures and controls reasonably designed to

ensure the following:

(

a) that there is an outline of responsibilities within the benchmark

contributor's organization, including internal reporting lines and

accountabilities;

(

b) the maintenance of a current list of the names and locations of

contributing individuals and managers and their alternates;

(

c) that there are internal procedures governing contributions of input data

and the approval of contributions of input data, including keeping a

record for each daily or other contribution of input data that shows:

(

i) how the procedures were applied, and

(ii) all qualitative and quantitative factors, including market data and

expert judgment, used for each contribution of input data;

(

d) that there are disciplinary procedures to address the following conduct of

a person or company, including, for greater certainty, a person or

company that is external to the process governing contributions of input

data:

(

i) the manipulation or attempted manipulation of a designated

benchmark, or the failure to report the manipulation or attempted

manipulation of a designated benchmark, to which the person or

company is a benchmark contributor;

(ii) the provision or attempted provision of false or misleading

information in respect of a designated benchmark, or the failure to

report the provision or attempted provision of false or misleading

information in respect of a designated benchmark, to which the

person or company is a benchmark contributor;

(

e) that there are conflict of interest identification and management

procedures and communication controls, both within the benchmark

contributor's organization and among benchmark contributors and other

third parties, reasonably designed to avoid any external influence over

those responsible for contributing input data, if a reasonable person

would consider that the external influence might adversely affect the

accuracy, reliability or completeness of the input data;

(

f) that there is a requirement that contributing individuals employed by the

benchmark contributor work in locations physically separated from

interest rate derivatives traders;

(

g) the prevention or control of the exchange of information between

persons or companies engaged in activities involving a conflict of

interest or a potential conflict of interest, if a reasonable person would

consider that the exchange of that information might adversely affect the

accuracy, reliability or completeness of the input data contributed by a

benchmark contributor;

(

h) that there are requirements to avoid collusion

(

i) among benchmark contributors, and

(ii) among benchmark contributors and the designated benchmark

administrator;

(

i) that there are measures to prevent, or limit, any person from exercising

influence over the way a contributing individual contributes input data, if

a reasonable person would consider that the influence might adversely

affect the accuracy, reliability or completeness of the input data;

(

j) the removal of any direct connection between the remuneration of an

employee involved in the contribution of input data and the remuneration

of, or revenues generated by, a person or company engaged in another

activity, if a conflict of interest exists or might arise in relation to the

other activity;

(

k) that there are contr