Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 8977 

22 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78m(n)(1); 17 CFR 240.13n–1. A copy 

of DDR’s application on Form SDR and nonconfidential exhibits thereto are available for public 

viewing on the Commission’s website. In 2016, DDR 

submitted a prior application for registration as an 

SDR. See Release No. 34–78216 (June 30, 2016), 81 

FR 44379 (July 7, 2016); Release No. 34–81302 

(Aug. 3, 2017), 82 FR 37276 (Aug. 9, 2017). DDR 

withdrew this prior application in 2018. See Letter 

from Chris Childs, Managing Director, DDR, Mar. 

27, 2018, https://www.sec.gov/divisions/marketreg/ 

sdr/dtcc-sdr-application-withdrawal-letter032718.pdf. 

2 15 U.S.C. 78k–1(b). 

3 DDR has included the interest rate asset class in 

its application based on feedback from potential 

users of its SDR services. The potential users have 

identified certain types of transactions that will be 

reported through DDR’s infrastructure for interest 

rate derivatives as falling within the Exchange Act 

definition of an SBS transaction. 

4The descriptions set forth in this notice 

regarding the structure and operations of DDR have 

been derived, excerpted, or summarized from DDR’s 

application on Form SDR. 

5 15 U.S.C. 78m(n). 

6 Id. 

7See Release No. 34–74246 (Feb. 11, 2015), 80 FR 

14438, 14438 (Mar. 19, 2015) (‘‘SDR Adopting 

Release’’). In 2016, the Commission subsequently 

amended 17 CFR 240. 13n–4 to address third-party 

regulatory access to SBS data obtained by an SDR. 

See Release No. 34–78716 (Aug. 29, 2016), 81 FR 

60585 (Sep. 2, 2016). 

8See Release No. 34–80359 (Mar. 31, 2017), 82 FR 

16867 (Apr. 6, 2017). 

9Release No. 34–74244 (Feb. 11, 2015), 80 FR 

14563 (Mar. 19, 2015); Release No. 34–78321 (July 

14, 2016), 81 FR 53546 (Aug. 12, 2016). Regulation 

SBSR and the SDR Rules are referred to collectively 

as the ‘‘SBS Reporting Rules.’’ 

10See 17 CFR 242.909. 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2021–005 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2021–005. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2021–005, and 

should be submitted on or before March 

3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02711 Filed 2–9–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91071; File No. SBSDR– 

2020–01] 

Security-Based Swap Data 

Repositories; DTCC Data Repository 

(U.S.), LLC; Notice of Filing of 

Application for Registration as a 

Security-Based Swap Data Repository 

February 5, 2021. 

I. Introduction 

On December 22, 2020, DTCC Data 

Repository (U.S.), LLC (‘‘DDR’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) an 

application on Form SDR to register as 

a security-based swap data repository 

(‘‘SDR’’) pursuant to Section 13(n)(1) of 

the Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and 17 CFR 240.13n– 

1 (‘‘Rule 13n–1’’) thereunder,1 and as a 

securities information processor (‘‘SIP’’) 

under Section 11A(b) of the Exchange 

Act.2 DDR intends to operate as a 

registered SDR for security-based swap 

(‘‘SBS’’) transactions in the equity, 

credit, and interest rate derivatives asset 

classes.3 The Commission is publishing 

this notice to solicit comments from 

interested persons regarding DDR’s 

application,4 and the Commission will 

consider any comments it receives in 

making its determination whether to 

approve DDR’s application for 

registration as an SDR and as a SIP. 

II. Background 

A. SDR Registration, Duties, and Core 

Principles 

Section 13(n) of the Exchange Act 

makes it unlawful for any person, unless 

registered with the Commission, 

directly or indirectly, to make use of the 

mails or any means or instrumentality of 

interstate commerce to perform the 

functions of an SDR.5 To be registered 

and maintain registration, an SDR must 

comply with certain requirements and 

core principles described in Section 

13(n), as well as any requirements that 

the Commission may impose by rule or 

regulation.6 In 2015, the Commission 

adopted 17 CFR 240.13n–1 to 13n–12 

under the Exchange Act to establish 

Form SDR, the procedures for 

registration as an SDR, and the duties 

and core principles applicable to an 

SDR (‘‘SDR Rules’’).7 The Commission 

provided a temporary exemption from 

compliance with the SDR Rules and also 

extended exemptions from the 

provisions of the Dodd-Frank Act set 

forth in a Commission order providing 

temporary exemptions and other 

temporary relief from compliance with 

certain provisions of the Exchange Act 

concerning security-based swaps, and 

these temporary exemptions expired in 

2017.8

The Commission also has adopted 17 

CFR 242.900 to 909 under the Exchange 

Act (collectively, ‘‘Regulation SBSR’’), 

which governs regulatory reporting and 

public dissemination of security-based 

swap transactions.9 Among other things, 

Regulation SBSR requires each 

registered SDR to register with the 

Commission as a SIP,10 and the Form 

SDR constitutes an application for 

8978 Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 

11See Form SDR, Instruction 2. 

12Release No. 34–87780 (Dec. 18, 2019), 85 FR 

6270, 6347 (Feb. 4, 2020) (‘‘ANE Adopting 

Release’’). 

13See id. Under Regulation SBSR, the first 

compliance date (‘‘Compliance Date 1’’) for affected 

persons with respect to an SBS asset class is the 

first Monday that is the later of: (i) Six months after 

the date on which the first SDR that can accept 

transaction reports in that asset class registers with 

the Commission; or (ii) one month after the 

compliance date for registration of SBS dealers and 

major SBS participants (‘‘SBS entities’’). Id. at 6346. 

The compliance date for registration of SBS entities 

is October 6, 2021. See id. at 6270, 6345. 

14See id. The specific rule provisions of the SBS 

Reporting Rules affected by the no-action statement 

are discussed in Part II.B. 

15See 15 U.S.C. 78m(n)(3). 

16 17 CFR 240.13n–1(c)(3). 

17 Id. 

18See 15 U.S.C. 78k–1(b)(3). 

19See SDR Adopting Release, supra note 7, at 

14459. 

20See id. at 14458. 

21See id. at 14458–59. 

22See supra notes 12–14 and accompanying text. 

23See supra note 14. 

24The ANE Adopting Release provides additional 

discussion of the particular aspects of the affected 

rules that would not provide a basis for an 

enforcement action. See ANE Adopting Release, 

supra note 12, at 6347–48. 

25 Id. at 6348. 

26 Id. For example, an applicant need not describe 

in Exhibit S its functions as a SIP. 

27See Rulebook, Ex. HH, sec. 3.1; see also 

Disclosure Document, Ex. D6, sec. 1. 

registration as a SIP, as well as an 

SDR.11

In 2019, the Commission stated that 

implementation of the SBS Reporting 

Rules can and should be done in a 

manner that carries out the fundamental 

policy goals of the SBS Reporting Rules 

while minimizing burdens as much as 

practicable.12 Noting ongoing concerns 

among market participants about 

incurring unnecessary burdens and the 

Commission’s efforts to promote 

harmonization between the SBS 

Reporting Rules and swap reporting 

rules, the Commission took the position 

that, for four years following Regulation 

SBSR’s Compliance Date 1 in each asset 

class,13 certain actions with respect to 

the SBS Reporting Rules would not 

provide a basis for a Commission 

enforcement action.14 The no-action 

statement’s relevance to DDR’s 

application for registration as an SDR 

and SIP is discussed further below. 

B. Standard for Registration 

As noted above, to be registered with 

the Commission as an SDR and 

maintain such registration, an SDR is 

required to comply with the 

requirements and core principles 

described in Section 13(n) of the 

Exchange Act, as well as with any 

requirement that the Commission may 

impose by rule or regulation.15 In 

addition, Rule 13n–1(c)(3) under the 

Exchange Act provides that the 

Commission shall grant the registration 

of an SDR if it finds that the SDR is so 

organized, and has the capacity, to be 

able to: (i) Assure the prompt, accurate, 

and reliable performance of its functions 

as an SDR; (ii) comply with any 

applicable provisions of the securities 

laws and the rules and regulations 

thereunder; and (iii) carry out its 

functions in a manner consistent with 

the purposes of Section 13(n) of the 

Exchange Act and the rules and 

regulations thereunder.16 The 

Commission shall deny the registration 

of an SDR if it does not make any such 

finding.17 Similarly, to be registered 

with the Commission as a SIP, the 

Commission must find that such 

applicant is so organized, and has the 

capacity, to be able to assure the 

prompt, accurate, and reliable 

performance of its functions as a SIP, 

comply with the provisions of the 

Exchange Act and the rules and 

regulations thereunder, carry out its 

functions in a manner consistent with 

the purposes of the Exchange Act, and, 

insofar as it is acting as an exclusive 

processor, operate fairly and 

efficiently.18

In determining whether an applicant 

meets the criteria set forth in Rule 13n– 

1(c), the Commission will consider the 

information reflected by the applicant 

on its Form SDR, as well as any 

additional information obtained from 

the applicant. For example, Form SDR 

requires an applicant to provide a list of 

the asset classes for which the applicant 

is collecting and maintaining data or for 

which it proposes to collect and 

maintain data, a description of the 

functions that it performs or proposes to 

perform, general information regarding 

its business organization, and contact 

information.19 Obtaining this 

information and other information 

reflected on Form SDR and the exhibits 

thereto—including the applicant’s 

overall business structure, financial 

condition, track record in providing 

access to its services and data, 

technological reliability, and policies 

and procedures to comply with its 

statutory and regulatory obligations— 

will enable the Commission to 

determine whether to grant or deny an 

application for registration.20

Furthermore, the information requested 

in Form SDR will enable the 

Commission to assess whether the 

applicant is so organized and has the 

capacity to comply and carry out its 

functions in a manner consistent with 

the federal securities laws and the rules 

and regulations thereunder, including 

the SBS Reporting Rules.21

Consistent with the Commission’s noaction statement in the ANE Adopting 

Release,22 an entity wishing to register 

with the Commission as an SDR must 

still submit an application on Form SDR 

but can address the rule provisions 

included in the no-action statement by 

discussing how the SDR complies with 

comparable Commodity Futures Trading 

Commission (‘‘CFTC’’) requirements.23

Accordingly, in such instances the 

Commission will not assess an SDR 

application for consistency or 

compliance with the rule provisions 

included in the Commission’s no-action 

statement. Specifically, the Commission 

identified the following provisions as 

not providing a basis for an enforcement 

action against a registered SDR for the 

duration of the relief provided in the 

Commission statement: Under 

Regulation SBSR, aspects of 17 CFR 

242.901(a), 901(c)(2) through (7), 901(d), 

901(e), 902, 903(b), 906(a) and (b), and 

907(a)(1), (a)(3), and (a)(4) through (6); 

under the SDR Rules, aspects of Section 

13(n)(5)(B) of the Exchange Act and 17 

CFR 240.13n–4(b)(3) thereunder, and 

aspects of 17 CFR 240.13n–5(b)(1)(iii); 

and under Section 11A(b) of the 

Exchange Act, any provision pertaining 

to SIPs.24 Thus, an SDR applicant will 

not need to include materials in its 

application explaining how it would 

comply with the provisions noted 

above, and could instead rely on its 

discussion about how it complies with 

comparable CFTC requirements.25 The 

applicant may instead represent in its 

application that it: (i) Is registered with 

the CFTC as a swap data repository; (ii) 

is in compliance with applicable 

requirements under the swap reporting 

rules; (iii) satisfies the standard for 

Commission registration of an SDR 

under Rule 13n–1(c); and (iv) intends to 

rely on the no-action statement included 

in the ANE Adopting Release for the 

period set forth in the ANE Adopting 

Release with respect to any SBS asset 

class or classes for which it intends to 

accept transaction reports.26

III. Summary of DDR’s Application on 

Form SDR 

As noted above, DDR intends to 

operate as a registered SDR for the 

equity, credit, and interest rate 

derivatives asset classes.27 In its 

application, DDR represents that it is 

provisionally registered with the CFTC 

as a swap data repository, is in 

compliance with applicable 

requirements under the CFTC reporting 

rules applicable to a registered swap 

data repository, and intends to rely on 

Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 8979 

28See Form SDR, cover letter from Katherine 

Delp, General Manager, DTCC Data Repository 

(U.S.) LLC. 

29Rulebook, Ex. HH, sec. 2.1. 

30 Id. at sec. 2.2. 

31 Id. 

32 Id. 

33 Id. 

34Rulebook, Ex. HH, sec. 2.3. 

35Ex. P. 

36 Id. 

37Rulebook, Ex. HH, sec. 2.3. 

38Rulebook, Ex. HH, sec. 10.5. 

39Rulebook, Ex. HH, sec. 11.1. 

40 Id. 

41 Id. 42Rulebook, Ex. HH, sec. 11.2. 43 Id. 44 Id. at sec. 11.3. 45See id. at sec. 1.1. 46See id. 47See id. 48See id. 

the Commission’s position outlined in 

the ANE Adopting Release for 

applicable reporting rules and SBSDR 

duties for the period set forth therein.28

Below is an overview of the 

representations made in the application 

materials. 

A. Organization and Governance 

DDR is a New York limited liability 

company and a wholly owned 

subsidiary of DTCC Deriv/SERV LLC 

(‘‘Deriv/SERV’’), which in turn is a 

wholly owned subsidiary of The 

Depository Trust & Clearing Corporation 

(‘‘DTCC’’).29 DDR is governed by a board 

of directors (‘‘DDR Board’’).30 The 

number of directors on the DDR Board 

is determined by Deriv/SERV as the sole 

LLC member of DDR.31 The DDR Board 

is composed of individuals selected 

from the following groups: Employees of 

DDR’s users (either fees paying users or 

end users) with derivatives industry 

experience, buy-side representatives, 

independents, and members of senior 

management or the Board of DTCC.32

The Deriv/SERV Nominations 

Committee shall periodically review the 

composition of the DDR Board to assure 

that the level of representation of 

directors from users, management and 

non-users is appropriate for the interests 

of these constituencies in DDR.33

In addition, the DDR Board is 

responsible for the appointment and 

removal of the chief compliance officer 

(‘‘CCO’’) and approval of CCO 

compensation, which is at the discretion 

of the Board and effected by a majority 

vote.34 The CCO is responsible for 

establishing and administering the 

compliance program that is designed to 

prevent violations of the obligations of 

a swap data repository under the DoddFrank Act and other applicable 

regulations and is ultimately 

responsible for ensuring that DDR 

complies with the requirements of the 

Commodity Exchange Act, the 

Securities Exchange Act and other 

applicable laws and regulations.35 The 

Chief Compliance Officer has oversight 

over all compliance functions and staff 

related to DDR’s compliance program.36

The duties of the CCO include, but are 

not limited to, the following: (a) Oversee 

and review DDR’s compliance with 

applicable law in jurisdictions where 

DDR is registered, designated, 

recognized or otherwise licensed; (b) in 

consultation with the DDR Board or the 

Senior Officer, resolve any conflicts of 

interests that may arise, including, but 

not limited to, conflicts between 

business considerations and compliance 

requirements, conflicts between 

business considerations and compliance 

requirements for fair and open access, 

and conflicts between the management 

and members of the DDR Board; (c) 

establish and administer written 

policies and procedures reasonably 

designed to prevent violation of law; (d) 

take reasonable steps to ensure 

compliance with applicable law relating 

to agreements, contracts or transactions 

and confidentiality agreements entered 

into with foreign or domestic regulators; 

(e) establish procedures for the 

remediation of non-compliance issues 

identified by the CCO through a 

compliance office review, look-back, 

internal or external audit finding, selfreported error, or validated complaint; 

(f) notify the DDR Board as soon as 

practicable upon becoming aware of a 

circumstance indicating that DDR, or an 

individual acting on its behalf, is in 

non-compliance with the applicable 

laws of a jurisdiction in which it 

operates and either: (1) The noncompliance creates a risk to a user; (2) 

the non-compliance creates a risk of 

harm to the capital markets in which it 

operates; (3) the non-compliance is part 

of a pattern of non-compliance; or (4) 

the non-compliance may have an impact 

on DDR’s ability to carry on business as 

a trade repository in compliance with 

applicable law; (g) establish and follow 

appropriate procedures for the handling, 

management response, remediation, 

retesting and closing of noncompliance 

issues; (h) establish and administer a 

written code of ethics; and (i) prepare 

and sign an annual compliance report in 

accordance with applicable regulations 

and associated recordkeeping.37 In 

addition, the application provides that 

the CCO or a delegate thereof has the 

authority to investigate any potential 

rule violation and is responsible for 

enforcing sanctions related to violations 

and for following the procedures 

outlined for DDR system restrictions.38

The CCO, in consultation with the 

DDR Audit Committee, will resolve all 

conflicts of interest.39 Any conflict of 

interest not resolved by the DDR Audit 

Committee shall be escalated to the DDR 

Board for resolution.40 When resolving 

conflicts of interest involving DDR staff, 

the DDR CCO, DDR’s senior officer, the 

audit committee, and the DDR Board 

consider all relevant facts and 

circumstances.41 With regard to director 

conflicts of interest, the application 

provides that a director conflict is 

present whenever the interests of DDR 

compete with the interests of a director 

or any party associated with a 

director.42 The application also 

provides that a director conflict is 

present whenever a director’s corporate 

or personal interests could be 

reasonably viewed as affecting his or her 

objectivity or independence in fulfilling 

his or her duties.43 According to the 

application materials, DDR expects its 

directors to act on the side of caution 

and immediately bring to the attention 

of the DDR CCO and either the Board 

Chairman or DDR’s legal counsel any 

matters involving conflicts of interest.44

B. Access and Information Security 

According to DDR, access to and 

usage of its SDR service will be 

available to all market participants that 

engage in SBS transactions, and DDR 

does not and will not bundle or tie its 

SDR services with any other services.45

The application provides that DDR’s 

services would be available to all market 

participants on a fair, open, and equal 

basis.46 Further, DDR does not impose 

membership qualifications on users of 

its services beyond (i) requiring 

execution of membership documents, 

such as a user agreement, (ii) the ability 

to comply with the technical 

specifications published by DDR, and 

(iii) compliance with applicable law, 

specifically those related to sanctions 

administered and enforced by the Office 

of Foreign Assets Control of the U.S. 

Department of the Treasury (‘‘OFAC’’).47

To be granted access to the DDR 

system, receive trade information, 

confirm or verify transactions, submit 

messages, or receive reports, a market 

participant must be an onboarded 

user.48 For those market participants 

that onboard, DDR will provide a 

mechanism for users to access the DDR 

system to confirm and verify 

transactions. Users are required to 

maintain at least two Super Access 

Coordinators (‘‘SuperACs’’) on the DDR 

System; SuperACs are responsible for: 

(1) Providing access to other individuals 

(referred to as ‘‘ACs’’) who are eligible 

8980 Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 

49 Id. at sec. 1.2. 50 Id. at sec. 1.3. 51 Id. at sec. 10.5. 52 Id. 53 Id. 54 Id., app. A, at sec. 9. 55See id. at sec. 10.2. 56See id. 

57See id. 

58See id. 

59See id. at sec. 10.4.1. 

60See id. 

61See id. 

62See id. at sec. 10.4.2 (setting out DDR’s 

procedures for restrictive proceedings, including 

the user’s response to the Subject Event written 

statement, the user’s opportunity for a hearing, and 

the user’s right to apply for review to the DDR 

Board). 

63 Id. at sec. 9.2. 

64 Id. at sec. 9.1. 

65 Id. at sec. 9.2. 66 Id. 67 Id. 68 Id. 69See id. at sec. 8.1. 

70See id. 

71 Id. at sec. 3.1; see also Disclosure Document, 

Ex. D6, sec. 1. 

to access the System and use the SDR 

Services on behalf of the user; and (2) 

removing access for any individuals 

who should no longer access the System 

on behalf of the user.49

To participate in the SDR services 

offered by DDR, each user will be 

required to enter into a user agreement; 

by entering into a user agreement each 

user agrees to be bound by the terms of 

the user agreement and DDR Operating 

Procedures, which incorporate terms of 

DDR’s Rulebook.50 In addition, the DDR 

Rulebook provides that each user must 

comply with all reasonable requests by 

DDR for information, documentation, or 

data concerning such user and related to 

such user’s use of the DDR system as 

DDR may deem necessary.51 The DDR 

Rulebook also states that DDR has the 

right to audit or inspect a user (and its 

facilities) with respect to its use of the 

DDR system, upon reasonable notice.52

Furthermore, the DDR Rulebook 

provides that users must cooperate with 

such audits or inspections and with 

other inquiries by DDR concerning their 

use of the DDR system.53

The DDR Operating Procedures 

provide that each user agrees to defend 

and indemnify DDR from and against all 

reasonable losses, liabilities, damages, 

judgments, settlements, fines, costs, and 

expenses DDR may incur directly 

arising out of or directly relating to the 

acts or omissions of a user’s 

participation or failure to participate 

(for itself or on behalf of others) in 

DDR’s services or DDR’s system, any 

unauthorized access to DDR’s system 

through such user’s interface with 

DDR’s system, or any other matter 

directly relating to such user that is not 

the responsibility of DDR under the 

DDR Operating Procedures, except to 

the extent that such losses arise out of 

or relate to the DDR’s negligence or 

willful misconduct.54

With respect to prohibiting or limiting 

a person’s access to SDR services, the 

DDR Rulebook outlines the process 

required for DDR to decline an 

application to become a user of SDR 

services.55 For example, DDR may deny 

an applicant’s access to the DDR system 

if required pursuant to applicable law 

(e.g., due to sanctions against the 

application administered and enforced 

by OFAC or the Canadian Government’s 

Office of the Superintendent of 

Financial Institutions).56 The DDR 

Rulebook provides that any such 

applicants would receive notice and an 

opportunity for a hearing in the event 

that DDR declines an application.57 The 

DDR Rulebook also provides that, if the 

denial of an application is reversed by 

the DDR Board or by the Commission 

pursuant to Section 11A of the 

Exchange Act, such application will be 

accepted and the applicant granted 

access following completion of 

onboarding requirements.58

With respect to DDR temporarily 

denying a user access to or imposing 

restrictions on its use of the DDR 

system, the DDR Rulebook provides that 

DDR may take such action where a user: 

(i) Violates DDR rules; (ii) refuses to or 

neglects to comply with any direction 

DDR deems reasonably necessary to 

protect its systems and other users; (iii) 

or any error, delay, or other conduct that 

materially and adversely affects the 

operations of DDR (each a ‘‘Subject 

Event’’).59 Limits to the activities, 

functions, or operation of users may 

include, but are not limited to, 

restricting access to the DDR system or 

a user’s ability to submit data via a nonapproved source and assessing users 

with all costs incurred by DDR in 

connection with a ‘‘Subject Event’’ and 

apply any deterrent financial penalties 

that DDR may deem necessary.60 The 

DDR Rulebook provides that DDR is 

required to provide prompt notice to the 

designated regulators of any such 

action,61 as well as furnish the user with 

a concise written statement describing 

the Subject Event applicable to the 

user.62

In addition, the DDR Rulebook 

provides that DTCC has established a 

Technology Risk Management Team, 

whose role is to manage information 

security risk and ensure the availability, 

integrity, and confidentiality of the 

organization’s information assets.63 DDR 

will be responsible for monitoring the 

performance of DTCC regarding 

implementation and maintenance of 

information security within its 

infrastructure.64 The DDR Rulebook 

specifies that various policies have been 

developed to provide the framework for 

both physical security and information 

security are routinely refreshed.65

According to DDR, the Technology Risk 

Management Team carries out a series of 

processes to endeavor to ensure DDR is 

protected in a cost-effective and 

comprehensive manner, while still 

meeting the requirements of applicable 

regulations.66 This includes preventive 

controls such as firewalls, appropriate 

encryption technology, and 

authentication methods.67 Vulnerability 

scanning is used to identify high risks 

to be mitigated and managed and to 

measure conformance against the 

policies and standards.68

The DDR system is supported by 

DTCC and relies on the disaster 

recovery program maintained by 

DTCC.69 To enable DDR to provide 

timely resumption of critical services 

should there be any disruption to its 

business, DDR follows these key 

principles for business continuity and 

disaster recovery: (i) Achieve recovery 

of critical services within a four-hour 

window with faster recovery time in 

less extreme situations; (ii) disperse staff 

across geographically diverse operating 

facilities; (iii) operate multiple back-up 

data centers linked by a highly resilient 

network technology; (iv) maintain 

emergency command and out-of-region 

operating control; (v) utilize new 

technology which provides highvolume, high-speed, asynchronous data 

transfer over distances of 1,000 miles or 

more; (vi) maintain processes that 

mitigate marketplace, operational and 

cyber-attack risks; (vii) test continuity 

plan readiness and connectivity on a 

regular basis ensuring that users and 

third-party vendors/service providers 

can connect to DDR’s primary and backup sites; (viii) communicate on an 

emergency basis with the market, users 

and government agency decisionmakers; and (ix) evaluate, test, and 

utilize best business continuity and 

resiliency practices.70

C. Acceptance and Use of SBS Data 

The application provides that DDR 

will provide Market Participants with 

the ability to submit data for over-thecounter (‘‘OTC’’) derivatives for credits, 

equities, rates, foreign exchange (‘‘FX’’) 

and other commodity asset classes.71

DDR may reject a transaction record 

submitted due the submission failing to 

meet DDR validations, including but not 

limited to the submission failing to be 

Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 8981 

72Rulebook, Ex. HH, sec. 1.3. 

73 Id. 

74 Id. at sec. 10.1.1. 

75 Id. 

76 Id. 

77Ex. EE. 

78Rulebook, Ex. HH, app. A, sec. 8; see also 

Disclosure Document, Ex. D6, sec. 5 (DDR’s privacy 

and confidentiality policies and procedures). 

79See Ex. M. Additionally, DDR provides a fee 

schedule for DDR Users on its website at http://

www.dtcc.com/derivatives-services/global-traderepository/gtr-us. 

80See Ex. M. 

81The Position Maintenance Fees only apply for 

a position count of five hundred or more open 

positions during any month. See id. For examples 

of the calculation of the Position Maintenance Fee, 

see Annex A to Exhibit M of the application. 

82See Ex. M. 

83See 17 CFR 242.900(v) (defining ‘‘platform’’ as 

a national securities exchange or security-based 

swap execution facility that is registered or exempt 

from registration). 

84See Ex. M. 

85See id. 

86See 17 CFR 242.900(gg) (defining ‘‘reporting 

side’’ as the side of a security-based swap identified 

by Rule 901(a)(2) as having the duty to report the 

transaction). 

87See Ex. M. 

88See id. 

89See id. 

90 DDR organizes its users into families (each, a 

‘‘Family’’) as directed by the users (through User 

Agreements or in such other manner as designated 

by DDR from time to time) that desire to be so 

organized. See Rulebook, Ex. HH, app. A, sec. 2. 

91See id. 

92See id. 

93See id. 

94Rulebook, Ex. HH, sec. 1.4.1. 

95 Id. 

96 Id. 

97 Id. 

in a format that can be ingested by DDR, 

failing to meet jurisdictional 

requirements or failing to provide 

required data elements.72 A rejected 

submission is deemed not to have been 

submitted at all with respect to 

reporting to the jurisdiction for which it 

was rejected (it is possible that one 

transaction record is submitted to 

comply with reporting in more than one 

jurisdiction and may be acceptable for 

one jurisdiction, but rejected for the 

other).73 Upon submission, the DDR 

System will perform validation checks 

to ensure that each submitted record is 

complete and accurate, in accordance 

DDR’s message ingestion 

requirements.74 This process is 

completed through validation and 

consistency checks.75 If the record fails 

these validation or consistency checks, 

the record will be rejected, and such 

rejection status will be communicated to 

the user(s) to correct and re-submit.76

According to DDR, the SDR process is 

an end-to-end straight through process; 

from the receipt of data, processing and 

maintenance of data, and dissemination 

of data, processes are automated and do 

not require manual intervention; this 

straight through processing model is a 

key mitigant to modification or 

invalidation of any data.77

DDR’s Operating Procedures provides 

that DDR and each user agrees that each 

will treat as confidential (both during 

and after the termination of a user’s 

access to DDR’s system) all confidential 

information (defined as: (i) With respect 

to DDR, transaction data specified in 

records received by DDR and any data, 

reports, summaries or payment amounts 

which may be produced as a result of 

processing such transaction data, and 

(ii) with respect to any user, the 

technical specifications of DDR’s system 

(to the extent not publicly disclosed by 

DDR; but confidential information does 

not include data distributed to the 

public in accordance will applicable 

law).78

D. Fees 

The application includes DDR’s fee 

schedules.79 There are two types of fees, 

Position Maintenance Fees and Account 

Management Fees.80 DDR charges a 

monthly ‘‘Position Maintenance Fee,’’ 

based on the number of positions open 

at any time during the applicable month 

and which decreases as the number of 

open positions increases on a tiered 

basis.81 Position count includes 

positions even if terminated or exited 

prior to the month end.82 Platforms, as 

that term is defined by Commission 

rules,83 are not charged position 

maintenance fees.84 For a position 

where a clearing agency (‘‘Clearer’’) is a 

counterparty, the Clearer shall be 

responsible for the Position 

Maintenance Fee, less a 75% 

reduction.85 For all other positions, the 

Reporting Side, as that term is defined 

by Commission rules,86 will be 

responsible for Position Maintenance 

Fees.87 For entities grouped as a single 

account with subaccounts (‘‘Grouped 

Accounts’’), positions will be aggregated 

for purposes of determining position 

count threshold and to determine the 

applicable tiered Position Maintenance 

Fees.88

In addition to the Position 

Maintenance Fee, the application 

indicates that DDR will charge an 

annual ‘‘Account Management Fee,’’ 

currently set at $1,200.00, that will 

apply to all accounts and will be 

prorated in the year the account is 

opened.89 Accounts may be set up on an 

individual entity basis or, in certain 

instances, as Grouped Accounts, such as 

a corporate family 90 that chooses to 

structure its account as a single account 

with subaccounts for affiliates or an 

asset manager that chooses to structure 

its account as a single account with 

subaccounts for its managed funds. 

Grouped Accounts will be charged one 

Account Management Fee.91

DDR’s fee policy further provides that 

users will have the option to elect to 

enter into a long-term commitment for 

a period ending December 31, 2024 

(‘‘Long Term Commitment’’), which 

would reduce the applicable Position 

Maintenance Fee and Account 

Management Fee by ten percent, 

exclusive of tax, for the duration of the 

Long-Term Commitment.92 If the Long 

Term Commitment is terminated prior 

to the end of the applicable Long Term 

Commitment period, DDR explains that 

the non-Clearer User will be subject to 

an early termination fee equal to: (a) The 

difference between the total amount of 

fees due after application of the Long 

Term Commitment incentive and the 

total amount of fees that would have 

been due during the applicable portion 

of the Long Term Commitment period 

had no incentive been provided (‘‘Total 

Incentive Provided’’); plus (b) the 

greater of five percent of the Total 

Incentive Provided or $500.00.93

E. Recordkeeping 

The DDR Rulebook provides that DDR 

will maintain all information as 

required by applicable law as well as 

maintain swap and security-based swap 

data throughout the existence of the 

swap and security-based swap and for 

15 years following termination of the 

swap or security-based swap or as 

otherwise required by applicable 

regulations.94 The records will be 

readily accessible throughout the life of 

a swap or security-based swap and for 

5 years following its termination and 

shall be in an electronic format that is 

non-rewriteable and non-erasable.95 For 

the remainder of the retention period, 

the swap or security-based swap record 

will be retrievable within 3 business 

days.96 In the event DDR ceases doing 

business or ceases to be a registered or 

designated trade repository it shall 

continue, for a period of not less than 

five (5) years or upon transfer to the 

Designated Regulator or its designee or 

another registered or designated trade 

repository for that jurisdiction, to 

preserve, maintain, and make accessible 

to each Designated Regulator or its 

designee, the records and data required 

by Applicable Regulation in accordance 

with DDR’s Wind-Down Policies and 

Procedures document.97

8982 Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices 

98See Disclosure Document, Ex. D6. 

99See also Rulebook, Ex. HH, sec. 6.3 (‘‘As part 

of the SDR Services, DDR receives and collects 

swap and security-based swap data in the ordinary 

course of its business from various Market 

Participants and registered entities for the purpose 

of maintaining a centralized recordkeeping facility 

for swaps and security-based swaps. The collection 

and maintenance of this data is designed to enhance 

the transparency, promote standardization and 

reduce systemic risk by making this data available 

to regulators and the public pursuant to Applicable 

Law. Therefore, access to data maintained by DDR 

to Market Participants is generally prohibited, 

except to either counterparty to that particular swap 

or security-based swap, such counterparty’s 

authorized third party service providers or other 

parties specifically authorized by the User or 

counterparty pursuant to Rule 1.3 or 6.4, or to other 

regulators or entities in accordance with Rule 6.5 

below. DDR shall not, as a condition of the 

reporting of swap or security-based swap 

transaction data, require a Reporting Party to 

consent to the use of reported data for commercial 

or business purposes. DDR shall not make 

commercial use of real-time swap data prior to its 

public dissemination.’’). 

100See id. 

101See supra note 25 and accompanying text. 

102However, the DDR application includes 

provisions explaining how DDR would require 

users to identify SBS, as required by Rule 901(c)(1) 

of Regulation SBSR. See Exhibit HH2, sec. 4.4 

(regarding Unique Product Identifiers). The DDR 

application also includes a provision explaining 

how DDR would comply with a condition to the noaction statement included in the ANE Adopting 

Release. See Exhibit GG2, sec. 15.2.3.2 (providing, 

in the case of a credit security-based swap, for 

dissemination of a capped notional size of $5 

million if the true notional size of the transaction 

is $5 million or greater). 

F. Disclosure 

DDR publishes a disclosure document 

to provide a summary of information 

regarding its service offerings and the 

SBS data it maintains.98 Specifically, 

the disclosure document sets forth a 

description of the following: (i) A 

description of access to services offered 

and swap data maintained; (ii) criteria 

for those seeking to connect to or link 

with its SDR; (iii) criteria for those 

seeking to connect to or link with DDR 

systems; (iv) policies and procedures 

with respect to DDR systems safeguards; 

(v) policies and procedures related to 

privacy and confidentiality; (vi) policies 

and procedures regarding its noncommercial and commercial use of 

transaction data; 99 (vii) procedures for 

dispute resolution; (viii) fees, rates, dues 

and other charges; and (ix) governance 

arrangements.100

G. Regulatory Reporting and Public 

Dissemination 

As a registered SDR, DDR would carry 

out an important role in the regulatory 

reporting and public dissemination of 

SBS transactions. As noted above, DDR 

has stated that it intends to rely on the 

no-action statement included in the 

ANE Adopting Release for the period set 

forth in the ANE Adopting Release with 

respect to any SBS asset class or classes 

for which it intends to accept 

transaction reports.101 Therefore, DDR 

does not need to include materials in its 

application explaining how it would 

comply with the provisions of the SBS 

Reporting Rules noted in the no-action 

statement.102 Instead, DDR may rely on 

its discussion about how it complies 

with comparable CFTC requirements 

pertaining to regulatory reporting and 

public dissemination of swap 

transactions. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning DDR’s Form SDR, 

including whether DDR has satisfied the 

requirements for registration as an SDR 

and as a SIP. Commenters are requested, 

to the extent possible, to provide 

empirical data and other factual support 

for their views. Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/proposed.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number 

SBSDR–2020–01 on the subject line. 

Paper Comments 

• Send paper comments to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to File Number SBSDR–2020–01. 

To help the Commission process and 

review your comments more efficiently, 

please use only one method of 

submission. The Commission will post 

all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/other.shtml). 

Copies of the Form SDR, all 

subsequent amendments, all written 

statements with respect to the Form 

SDR that are filed with the Commission, 

and all written communications relating 

to the Form SDR between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Section, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. 

All comments received will be posted 

without change. Persons submitting 

comments are cautioned that we do not 

redact or edit personal identifying 

information from comment submissions. 

You should submit only information 

that you wish to make available 

publicly. All submissions should refer 

to File Number SBSDR–2020–01 and 

should be submitted on or before March 

3, 2021. 

By the Commission. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02755 Filed 2–9–21; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 11353] 

Notice of Public Meeting in Preparation 

for International Maritime Organization 

Meeting 

The Department of State will conduct 

a public meeting by way of 

teleconference on Thursday, March 11, 

2021 starting at 1:00 p.m. eastern 

standard time. Members of the public 

may participate up to the capacity of the 

teleconference phone line, which will 

handle 500 participants. To access the 

teleconference line, participants should 

call (202) 475–4000 and use Participant 

Code: 138 541 34#. 

The primary purpose of the meeting is 

to prepare for the eighth session of the 

International Maritime Organization’s 

(IMO) Sub-Committee on Pollution 

Prevention and Response (PPR 8) to be 

held remotely on March 22–26, 2021. 

The agenda items to be considered 

include: 

—Adoption of the agenda 

—Decisions of other IMO bodies 

—Safety and pollution hazards of 

chemicals and preparation of 

consequential amendments to the IBC 

Code 

—Review of the 2011 Guidelines for the 

control and management of ships’ 

biofouling to minimize the transfer of 

invasive aquatic species 

—Reduction of the impact on the Arctic 

of emissions of Black Carbon from 

international shipping 

—Development of measures to reduce 

risks of use and carriage of heavy fuel 

oil as fuel by ships in Arctic waters 

—Revision of MARPOL Annex IV and 

associated guidelines to introduce 

provisions for record-keeping and 

measures to confirm the lifetime 

performance of sewage treatment 

plants 

—Follow-up work emanating from the 

Action Plan to address marine plastic 

litter from ships 

—Biennial agenda and provisional 

agenda for PPR 9