Form SBSE-BD Form SBSE-BD

Form SBSE-BD

OMB Approval
OMB Number: .....3235-____
Expires:...... ..Month __, 2014
Estimated average burden hours per
response: . . . . . . . _____.
per amendment: . . . . . _____.

Application for Registration
of Security-based Swap
Dealers and Major Securitybased Swap Participants that
are Registered Broker-dealers

FORM SBSE-BD INSTRUCTIONS

A.
1.

2.
3.

4.

4.

B.

GENERAL INSTRUCTIONS
FORM - Form SBSE-BD is the Application for Registration as either a Security-based Swap
Dealer or Major Security-based Swap Participant (collectively, “SBS Entities”) by an entity that is
registered or registering with the Commission as a broker or dealer. These SBS Entities must file
this form to register with the Securities and Exchange Commission. An applicant must also file
Schedules F and G, as appropriate. There are no Schedules A, B, C, D, or E.
DEFINITIONS – Form SBSE-BD uses the same definitions as in Form BD.
ELECTRONIC FILING - This Form SBSE-BD must be filed electronically with the Commission
through the EDGAR system, and must utilize the EDGAR Filer Manual (as defined in 17 CFR
232. 11) to file and amend Form SBSE-BD electronically to assure the timely acceptance and
processing of those filings.1 Additional documents shall be attached to this electronic application.
UPDATING - By law, the applicant must promptly update Form SBSE-BD information by
submitting amendments whenever the information on file becomes inaccurate or incomplete for
any reason [17 CFR 240.15Fb2-2]. In addition, the applicant must update any incomplete or
inaccurate information contained on Form SBSE-BD prior to filing a notice of withdrawal from
registration on Form SBSE-W [17 CFR 15Fb3-2(a)].
FEDERAL INFORMATION LAW AND REQUIREMENTS - An agency may not conduct or
sponsor, and a person is not required to respond to, a collection of information unless it displays
a currently valid control number. Sections 15F, 17(a) and 23(a) of the Exchange Act authorize the
SEC to collect the information on this form from registrants. See 15 U.S.C. §§78o-10, 78q and
78w. Filing of this form is mandatory. The principal purpose of this Form is to permit the
Commission to determine whether the applicant meets the statutory requirements to engage in
the security-based swap business. The Commission maintain[s] a file of the information on this
form and will make certain information collected via the form publicly available. Any member of
the public may direct to the Commission any comments concerning the accuracy of the burden
estimate on this Form, and any suggestions for reducing this burden. This collection of
information has been reviewed by the Office of Management and Budget in accordance with the
clearance requirements of 44 U.S.C. §3507. The information contained in this form is part of a
system of records subject to the Privacy Act of 1974, as amended. The Securities and Exchange
Commission has published in the Federal Register the Privacy Act Systems of Records Notice for
these records.
FILING INSTRUCTIONS
1. F
ORMAT
a. Items 1-4 and the accompanying Schedules must be answered and all fields requiring a
response must be completed before the filing will be accepted.
b. Applicant must complete the execution screen certifying that Form SBSE-BD and
amendments thereto have been executed properly and that the information contained
therein is accurate and complete.
c. To amend information, the applicant must update the appropriate Form SBSE-BD
screens.
d. A paper copy, with original signatures, of the initial Form SBSE-BD filing and Schedules
must be retained by the applicant and be made available for inspection upon a regulatory
request.

The mailing address for questions and correspondence is:

1

As discussed in the release proposing this Form, the Commission is currently developing a
system to facilitate receipt of applications electronically. More specific instructions on how to file this
Form may be included in the final version of the Form.

FORM SBSE-BD

WARNING:

Application for Registration as a Security-based
Swap Dealer and Major Security-based Swap
Participant that is Registered as a Broker-Dealer

Official Use

Failure to keep this form current and to file accurate supplementary information on a timely basis, or the failure to keep
accurate books and records or otherwise to comply with the provisions of law applying to the conduct of business as an
SBS Entity, would violate the Federal securities laws and may result in disciplinary, administrative, injunctive or criminal
action.

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL VIOLATIONS.

[ ] APPLICATION

[ ] AMENDMENT

1. Exact name and CRD number of the applicant:
A.
Full name of the applicant:
B.

CRDNo.:

C
D.

Website/URL:
Contact Employee:
Name:

Title:

Telephone Number:

Email Address:

E.

Chief Compliance Officer designated by the applicant in accordance with Exchange Act Section 15F(k):
Name:
Title:
Telephone Number:

2.

3.

4.

Email Address:

A.

The applicant is registering as a security-based swap dealer:

[ ] Yes

[ ] No

B.

The applicant is registering as a major security-based swap participant:
[ ] Yes
[ ] No
Because it: (check all that apply)
[ ] maintains a substantial security-based swap position
[ ] has substantial counterparty exposure
[ ] is highly leveraged relative to its capital position

A.

The applicant is presently registered with the Commodity Futures Trading Commission as a:
[ ] Swap Dealer
[ ] Major Swap Participant

B.

The applicant is registering with the Commodity Futures Trading Commission as a:
[ ] Swap Dealer
[ ] Major Swap Participant

Is the applicant subject to regulation by a prudential regulator, as defined in Sec. 1a(39) of the Commodity Exchange Act.
[ ] Yes
[ ] No
If “yes,” identify the prudential regulator: ____________________________________.
Briefly describe the applicant’s business: _______________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________
________________________________________________________________________________________________

EXECUTION:
The applicant consents that service of any civil action brought by or notice of any proceeding before the Securities and Exchange Commission in connection with the applicant’s
security-based swap activities, unless the applicant is a nonresident SBS Entity , may be given by registered or certified mail or confirmed telegram to the applicant’s contact
employee at the main address, or mailing address if different, given in Items 1E and 1F. If the applicant is a nonresident SBS Entity, it must complete Schedule F to designate a
U.S. agent for service of process.
The undersigned certifies that he/she has executed this form on behalf of, and with the authority of, said applicant. The undersigned and applicant represent that the
information and statements contained herein, including schedules attached hereto, and other information filed herewith are current, true and complete. The undersigned and
applicant further represent that to the extent any information previously submitted is not amended such information is currently accurate and complete.
Date (MM/DD/YYYY)

Name of Applicant

By:
Signature

Name and Title of Person Signing on Applicant’s behalf
This page must always be completed in full.
DO NOT WRITE BELOW THIS LINE – FOR OFFICIAL USE ONLY

Official
Use
Only

Schedule F of FORM
SBSE

Official Use
Applicant Name: _________________________________

NONRESIDENT SECURITYDate:__________
BASED SWAP DEALERS AND
MAJOR SECURITY-BASED SWAP
PARTICIPANTS

Firm SEC No.: __________

Each nonresident security-based swap dealer and non-resident security-based swap participant shall use Schedule F to identify
its United States agent for service of process and the certify that it can
(1) provide the Commission with prompt access to its books and records, and
(2) submit to onsite inspection and examination by the Commission.
1. Service of Process:
A.

Name of United States person applicant designates and appoints as agent for service of process

B.

Address of United States person applicant designates and appoints as agent for service of process

The above identified agent for service of process may be served any process, pleadings, subpoenas, or other papers in
(a) any investigation or administrative proceeding conducted by the Commission that relates to the applicant or about which the
applicant may have information; and
(b) any civil or criminal suit or action or proceeding brought against the applicant or to which the applicant has been joined as
defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of
any of its territories or possessions or of the District of Columbia, to enforce the Exchange Act. The applicant has stipulated and
agreed that any such suit, action or administrative proceeding may be commenced by the service of process upon, and that
service of an administrative subpoena shall be effected by service upon the above-named Agent for Service of Process, and that
service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.

2. Certification regarding access to records:
Applicant can as a matter of law;
(1) provide the Commission with prompt access to its books and records, and
(2) submit to onsite inspection and examination by the Commission.
Applicant must attach to this Form SBSE a copy of the opinion of counsel it is required to obtain in accordance with
paragraph (c)(2) or (c)(3) of Exchange Act Rule 15Fb2-4, as appropriate [paragraphs (c)(2) or (c)(3) of 17 CFR
240.15Fb2-4].
Signature:
Name and Title:
Date:

Schedule G of FORM
SBSE-BD

Applicant Name: _________________________________

CERTIFICATION ON STATUTORY Date:__________
DISQUALIFICATION

Official Use

Firm SEC No.: __________

Use Schedule G to certify that none of the applicant’s associated persons is subject to statutory disqualification (as that term is
defined in Section 3(a)(39) of the Exchange Act [15 U.S.C. 78c(a)(39)].

Instructions:

This certification must be signed by the applicant’s Chief Compliance Officer designated pursuant to Exchange
Act Section 15F(k) or by his or her designee.

For purposes of this Form, the term associated person shall have the meaning as specified in Section 3(a)(70) of

the Exchange Act [15 U.S.C. 78c(a)(70)].

This is a: [ ] CERTIFICATION

[ ] RE-CERTIFICATION

The applicant certifies that it has
(a) performed background checks on all of its associated persons who effect or are involved in effecting, or who will
effect or be involved in effecting, security-based swaps on its behalf, and
(b) determined that no associated person who effects or is involved in effecting, or who will effect or be involved in
effecting, security-based swaps on its behalf is subject to statutory disqualification, as defined in Section 3(a)(39) of
the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(39)].
Applicant Name:

Date:

Signature of Chief Compliance Officer or Designee:
Name of Chief Compliance Officer or Designee:

If Designee, Title of Designee: