Updated Form SDR

COMMODITY FUTURES TRADING COMMISSION

FORM SDR
SWAP DATA REPOSITORY
APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION

COVER SHEET
__________________________________________________________________________________________Exact
name of Applicant as specified in charter
__________________________________________________________________________________________Address
of principal executive offices



If this is an APPLICATION for registration, complete in full and check here.



If this is an AMENDMENT to a pending application, complete in full, list all items that are amended and check here.
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________

GENERAL INFORMATION
1.

Name under which business is or will be conducted, if different than name specified above:

__________________________________________________________________________________________
2.

If name of business is being amended, state previous business name:

__________________________________________________________________________________________
3.

Contact information, including mailing address if different than address specified above:

__________________________________________________________________________________________
Number and Street
__________________________________________________________________________________________
City
State
Country
Zip Code
__________________________________________________________________________________________
Main Phone Number
Fax
__________________________________________________________________________________________ Website
URL
E-mail Address
4.

List of principal office(s) and address(es) where swap data repositories activities are or will be conducted:

Office

Address

_____________________________________

______________________________________________

_____________________________________

______________________________________________

_____________________________________

______________________________________________

_____________________________________

______________________________________________

5.

If the Applicant is a successor to a previously registered swap data repository, please complete the following:
a.

Date of succession
______________________________________________________________________________

b.

Full name and address of predecessor registrant
___________________________________________________________________________
Name
___________________________________________________________________________
Number and Street
___________________________________________________________________________
City
State
Country
Zip Code
______________________
Phone Number

_____________________
Fax Number

______________________
E-mail Address

6.
Furnish a description of the function(s) that the Applicant performs or proposes to perform:
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
Please indicate which asset class(es) the Applicant intends to serve:








Interest Rate
Equity
Credit
Foreign Currency
Commodity (Specify) _______________________
Other (Specify) ____________________________

BUSINESS ORGANIZATION

7.

8.

Applicant is a:






Corporation
Partnership
Limited Liability Company
Other (Specify) ____________________________

Date of incorporation or formation: _____________________________________

9.

State of incorporation or jurisdiction of organization: _______________________________
List all other jurisdictions in which Applicant is qualified to do business (including non-US jurisdictions):
________________________________________________________________________________________
________________________________________________________________________________________

10.

List all other regulatory licenses or registrations of Applicant (or exemptions from any licensing requirement)
including with non-US regulators:

________________________________________________________________________________________________
________________________________________________________________________________________________

11.

Date of fiscal year end: __________________________

12.

Applicant agrees and consents that the notice of any proceeding before the Commission in connection with its
application may be given by sending such notice by certified mail to the person named below at the address
given.

________________________________________________________________________________________________
Print Name and Title
________________________________________________________________________________________________
Number and Street
________________________________________________________________________________________________
City
State
Zip Code
__________________________
Phone Number

__________________________
Fax Number

________________________________
E-mail Address

SIGNATURES
13.
The Applicant had duly caused this application or amendment to be signed on its behalf by the undersigned,
hereunto duly authorized, this ___________ day of ____________________, 20_____. The Applicant and the
undersigned represent hereby that all information contained herein is true, current, and complete. It is understood
that all required items and Exhibits are considered integral parts of this Form SDR and that the submission of any
amendment represents that all unamended items and Exhibits remain true, current, and complete as previously
filed.
__________________________________________________________________________________________
Name of Applicant

________________________________________________________________________________________
Signature of Duly Authorized Person
__________________________________________________________________________________________
Print Name and Title of Signatory

EXHIBITS INSTRUCTIONS
The following Exhibits must be included as part of Form SDR and filed with the Commission by each Applicant seeking
registration as a swap data repository pursuant to section 21 of the Act and the Commission’s regulations thereunder. Such
Exhibits must be labeled according to the items specified in this Form SDR. If any Exhibit is inapplicable, please specify
the Exhibit letter and indicate by “none,” “not applicable,” or “N/A,” as appropriate. The Applicant must identify with
particularity the information in these Exhibits that will be subject to a request for confidential treatment and supporting
documentation for such request pursuant to Commission Regulations § 40.8 and § 145.9.
If the Applicant is a newly formed enterprise and does not have the financial statements required pursuant to Items 27 and
28 of this form, the Applicant should provide pro forma financial statements for the most recent six months or since
inception, whichever is less.

EXHIBITS I – BUSINESS ORGANIZATION
14.

Attach as Exhibit A, any person who owns ten (10) percent or more of Applicant’s equity or possesses voting
power of any class, either directly or indirectly, through agreement or otherwise, in any other manner, may
control or direct the management or policies of Applicant. “Control” for this purpose is defined in Commission
Regulation § 49.2(a).
State in Exhibit A the full name and address of each such person and attach a copy of the agreement or, if there is
none written, describe the agreement or basis upon which such person exercises or may exercise such control or
direction.

15.

Attach as Exhibit B, a narrative that sets forth the fitness standards for the board of directors and its composition
including the number or percentage of public directors.
Attach a list of the present officers, directors (including an identification of the public directors), governors (and,
in the case of an Applicant not a corporation, the members of all standing committees grouped by committee), or
persons performing functions similar to any of the foregoing, of the swap data repository or of the entity
identified in Item 16 that performs the swap data repository activities of the Applicant, indicating for each:
a. Name
b. Title
c. Date of commencement and, if appropriate, termination of present term of position
d. Length of time each present officer, director, or governor has held the same position
e. Brief account of the business experience of each officer and director over the last five (5) years
f. Any other business affiliations in the securities industry or OTC derivatives industry
g. A description of:
(1) any order of the Commission with respect to such person pursuant to section 5e of the Act;
(2) any conviction or injunction within the past 10 years;
(3) any disciplinary action with respect to such person within the last five (5) years;
(4) any disqualification under sections 8b and 8d of the Act;
(5) any disciplinary action under section 8c of the Act; and
(6) any violation pursuant to section 9 of the Act.
h.

16.

For directors, list any committees on which they serve and any compensation received by virtue of their
directorship.

Attach as Exhibit C, the following information about the chief compliance officer who has been appointed by
the board of directors of the swap data repository or a person or group performing a function similar to such
board of directors:
a. Name
b. Title
c. Dates of commencement and termination of present term of office or position
d. Length of time the chief compliance officer has held the same office or position

e.
f.
g.

Brief account of the business experience of the chief compliance officer over the last five (5) years
Any other business affiliations in the derivatives/securities industry or swap data repository industry
A description of:
(1)

any order of the Commission with respect to such person pursuant to section 5e of the Act;

(2)

any conviction or injunction within the past 10 years;

(3)

any disciplinary action with respect to such person within the last five (5) years;

(4)

any disqualification under sections 8b, and 8d of the Act;

(5)

any disciplinary action under section 8c of the Act; and

(6)

any violation pursuant to section 9 of the Act.

17.

Attach as Exhibit D, a copy of documents relating to the governance arrangements of the Applicant, including,
but not limited to:
a. the nomination and selection process of the members on the Applicant’s board of directors, a person or
group performing a function similar to a board of directors (collectively, “board”), or any committee
that has the authority to act on behalf of the board, the responsibilities of each of the board and such
committee, and the composition of each board and such committee;
b. a description of the manner in which the composition of the board allows the Applicant comply with
applicable core principles, regulations, as well as the rules of the Applicant; and
c. a description of the procedures to remove a member of the board of directors, where the conduct of
such member is likely to be prejudicial to the sound and prudent management of the swap data
repository.

18.

Attach as Exhibit E, a narrative or graphic description of the organizational structure of the Applicant. Note: If
the swap data repository activities are conducted primarily by a division, subdivision, or other segregable entity
within the Applicant’s corporation or organization, describe the relationship of such entity within the overall
organizational structure and attach as Exhibit E only such description as applies to the segregable entity.
Additionally, provide any relevant jurisdictional information, including any and all jurisdictions in which the
Applicant or any affiliated entity is doing business and registration status, including pending application (e.g.,
country, regulator, registration category, date of registration). In addition, include a description of the lines of
responsibility and accountability for each operational unit of the Applicant to (i) any committee thereof and/or
(ii) the board.

19.

Attach as Exhibit F, a copy of the conflicts of interest policies and procedures implemented by the Applicant to
minimize conflicts of interest in the decision-making process of the swap data repository and to establish a
process for the resolution of any such conflicts of interest.

20.

Attach as Exhibit G, a list of all affiliates of the swap data repository and indicate the general nature of the
affiliation. Provide a copy of any agreements entered into or to be entered by the swap data repository, including
partnerships or joint ventures, or its participants, that will enable the Applicant to comply with the registration
requirements and core principles specified in section 21 of the Act. With regard to an affiliate that is a parent
company of the Applicant, if such parent controls the Applicant, an Applicant must provide (i) the board
composition of the parent, including public directors, and (ii) all ownership information requested in Exhibit A
for the parent. “Control” for this purpose is defined in Commission Regulation § 49.2(a).

21.

Attach as Exhibit H, a copy of the constitution, articles of incorporation or association with all amendments
thereto, and existing by-laws, rules or instruments corresponding thereto, of the Applicant. A certificate of good
standing dated within one week of the date of the application shall be provided.

22.

Where the Applicant is a foreign entity seeking registration or filing an amendment to an existing registration,
attach as Exhibit I, an opinion of counsel that the swap data repository, as a matter of law, is able to provide the
Commission with prompt access to the books and records of such swap data repository and that the swap data
repository can submit to onsite inspection and examination by the Commission.

23.

Where the Applicant is a foreign entity seeking registration, attach as Exhibit I-1, a form that designates and
authorizes an agent in the United States, other than a Commission official, to accept any notice or service of

process, pleadings, or other documents in any action or proceedings brought against the swap data repository to
enforce the Act and the regulations thereunder.
24.

Attach as Exhibit J, a current copy of the Applicant’s rules as defined in Commission Regulation § 40.1,
consisting of all the rules necessary to carry out the duties as a swap data repository.

25.

Attach as Exhibit K, a description of the Applicant’s internal disciplinary and enforcement protocols, tools, and
procedures. Include the procedures for dispute resolution.

26.

Attach as Exhibit L, a brief description of any material pending legal proceeding(s), other than ordinary and
routine litigation incidental to the business, to which the Applicant or any of its affiliates is a party or to which
any of its or their property is the subject. Include the name of the court or agency in which the proceeding(s) are
pending, the date(s) instituted, and the principal parties thereto, a description of the factual basis alleged to
underlie the proceeding(s) and the relief sought. Include similar information as to any such proceeding(s) known
to be contemplated by the governmental agencies.

EXHIBITS II — FINANCIAL INFORMATION
27.

Attach as Exhibit M, a balance sheet, statement of income and expenses, statement of sources and application of
revenues and all notes or schedules thereto, as of the most recent fiscal year of the Applicant. If a balance sheet
and statements certified by an independent public accountant are available, such balance sheet and statement
shall be submitted as Exhibit M.

28.

Attach as Exhibit N, a balance sheet and an income and expense statement for each affiliate of the swap data
repository that also engages in swap data repository activities as of the end of the most recent fiscal year of each
such affiliate.

29.

Attach as Exhibit O, the following:
a.

A complete list of all dues, fees, and other charges imposed, or to be imposed, by or on behalf of Applicant
for its swap data repository services and identify the service or services provided for each such due, fee, or
other charge.

b.

Furnish a description of the basis and methods used in determining the level and structure of the dues, fees,
and other charges listed in paragraph a of this item.

c.

If the Applicant differentiates, or proposes to differentiate, among its customers, or classes of customers in
the amount of any dues, fees, or other charges imposed for the same or similar services, so state and indicate
the amount of each differential. In addition, identify and describe any differences in the cost of providing
such services, and any other factors, that account for such differentiations.

EXHIBITS III — OPERATIONAL CAPABILITY
30.

Attach as Exhibit P, copies of all material contracts with any swap execution facility, designated contract
market, clearing agency, central counterparty, or third party service provider. To the extent that form contracts
are used by the Applicant, submit a sample of each type of form contract used. In addition, include a list of swap
execution facilities, designated contract markets, clearing agencies, central counterparties, and third party service
providers with whom the Applicant has entered into material contracts. Where swap data repository functions are
performed by a third-party, attach any agreements between or among the Applicant and such third party, and
identify the services that will be provided.

31.

Attach as Exhibit Q, any technical manuals, other guides or instructions for users of, or participants in, the
market.

32.

Attach as Exhibit R, a description of system test procedures, test conducted or test results that will enable the
Applicant to comply, or demonstrate the Applicant’s ability to comply, with the core principles for swap data
repositories.

33.

Attach as Exhibit S, a description in narrative form or by the inclusion of functional specifications, of each
service or function performed as a swap data repository. Include in Exhibit S a description of all procedures
utilized for the collection, processing, distribution, publication and retention (e.g., magnetic tape) of information
with respect to transactions or positions in, or the terms and conditions of, swaps entered into by market
participants.

34.

Attach as Exhibit T, a list of all computer hardware utilized by the Applicant to perform swap data repository
functions, indicating where such equipment (terminals and other access devices) is physically located.

35.

Attach as Exhibit U, a description of the personnel qualifications for each category of professional employees
employed by the swap data repository or the division, subdivision, or other segregable entity within the swap
data repository as described in Item 16.

36.

Attach as Exhibit V, a description of the measures or procedures implemented by Applicant to provide for the
security of any system employed to perform the functions of a swap data repository. Include a general
description of any physical and operational safeguards designed to prevent unauthorized access (whether by
input or retrieval) to the system. Describe any circumstances within the past year in which the described security
measures or safeguards failed to prevent any such unauthorized access to the system and any measures taken to
prevent a reoccurrence. Describe any measures used to verify the accuracy of information received or
disseminated by the system.

37.

Attach as Exhibit W, copies of emergency policies and procedures and Applicant’s business continuity-disaster
recovery plan. Include a general description of any business continuity-disaster recovery resources, emergency
procedures, and backup facilities sufficient to enable timely recovery and resumption of its operations and
resumption of its ongoing fulfillment of its duties and obligations as a swap data repository following any
disruption of its operations.

38.

Where swap data repository functions are performed by automated facilities or systems, attach as Exhibit X, a
description of all backup systems or subsystems that are designed to prevent interruptions in the performance of
any swap data repository function as a result of technical malfunctions or otherwise in the system itself, in any
permitted input or output system connection, or as a result of any independent source. Include a narrative
description of each type of interruption that has lasted for more than two minutes and has occurred within the six
(6) months preceding the date of the filing, including the date of each interruption, the cause and duration. Also
state the total number of interruptions that have lasted two minutes or less.

39.

Attach as Exhibit Y, the following:
a. For each of the swap data repository functions:

b.

(1)

quantify in appropriate units of measure the limits on the swap data repository’s capacity to
receive (or collect), process, store or display (or disseminate for display or other use) the data
elements included within each function (e.g., number of inquiries from remote terminals);

(2)

identify the factors (mechanical, electronic or other) that account for the current limitations
reported in answer to (1) on the swap data repository’s capacity to receive (or collect),
process, store or display (or disseminate for display or other use) the data elements included
within each function;

If the Applicant is able to employ, or presently employs, the central processing units of its system(s) for any
use other than for performing the functions of a swap data repository, state the priorities of assignment of
capacity between such functions and such other uses, and state the methods used or able to be used to divert
capacity between such functions and such other uses.

EXHIBITS IV — ACCESS TO SERVICES
40.

Attach as Exhibit Z, the following:

a.

As to each swap data repository service that the Applicant provides, state the number of persons who
presently utilize, or who have notified the Applicant of their intention to utilize, the services of the swap
data repository.

b.

For each instance during the past year in which any person has been prohibited or limited in respect of
access to services offered by the Applicant as a swap data repository, indicate the name of each such person
and the reason for the prohibition or limitation.

c.

Define the data elements for purposes of the swap data repository’s real-time public reporting obligation.
Appendix A to Part 43 of the Commission’s Regulations (Data Elements and Form for Real-Time Reporting
for Particular Markets and Contracts) sets forth the specific data elements for real-time public reporting.

41.

Attach as Exhibit AA, copies of any agreements governing the terms by which information may be shared by the
swap data repository, including with market participants. To the extent that form contracts are used by the
Applicant, submit a sample of each type of form contract used.

42.

Attach as Exhibit BB, a description of any specifications, qualifications or other criteria that limit, are
interpreted to limit, or have the effect of limiting access to or use of any swap data repository services furnished
by the Applicant and state the reasons for imposing such specifications, qualifications, or other criteria, including
whether such specifications, qualifications, or other criteria are imposed.

43.

Attach as Exhibit CC, any specifications, qualifications, or other criteria required of participants who utilize the
services of the Applicant for collection, processing, preparing for distribution, or public dissemination by the
Applicant.

44.

Attach as Exhibit DD, any specifications, qualifications, or other criteria required of any person, including, but
not limited to, regulators, market participants, market infrastructures, venues from which data could be submitted
to the Applicant, and third party service providers who request access to data maintained by the Applicant.

45.

Attach as Exhibit EE, policies and procedures implemented by the Applicant to review any prohibition or
limitation of any person with respect to access to services offered or data maintained by the Applicant and to
grant such person access to such services or data if such person has been discriminated against unfairly.

EXHIBITS — OTHER POLICIES AND PROCEDURES
46.

Attach as Exhibit FF, a narrative and supporting documents that may be provided under other Exhibits herein,
that describe the manner in which the Applicant is able to comply with each core principle and other
requirements pursuant to Commission Regulation § 49.19.

47.

Attach as Exhibit GG, policies and procedures implemented by the Applicant to protect the privacy of any and
all swap information that the swap data repository receives from reporting entities.

48.

Attach as Exhibit HH, a description of safeguards, policies, and procedures implemented by the Applicant to
prevent the misappropriation or misuse of (a) any confidential information received by the Applicant, including,
but not limited to “section 8 material” and “SDR information,” as those terms are defined in Commission
Regulation § 49.2, about a market participant or any of its customers; and/or (c) intellectual property by
Applicant or any person associated with the Applicant for their personal benefit or the benefit of others.

49.

Attach Exhibit II, policies and procedures implemented by the Applicant regarding its use of the SDR data and
SDR information that it receives from a market participant, any registered entity, or any person for noncommercial and/or commercial purposes.

50.

Attach as Exhibit JJ, procedures and a description of facilities of the Applicant for effectively resolving disputes
over the accuracy of the transaction data and positions that are recorded in the swap data repository.

51.

Attach as Exhibit KK, policies and procedures relating to the Applicant’s calculation of positions.

52.

Attach as Exhibit LL, policies and procedures that are reasonably designed to prevent any provision in a valid
swap from being invalidated or modified through the procedures or operations of the Applicant.

53.

Attach as Exhibit MM, a plan to ensure that the transaction data and position data that are recorded in the
Applicant continue to be maintained after the Applicant withdraws from registration as a swap data repository,
which shall include procedures for transferring the transaction data and position data to the Commission or its
designee (including another swap data repository).