Federal Register/Val. 76, No. 170/Thursday, September 1, 2011/Rules and Regulations 

COMMODITY FUTURES TRADING COMMISSION 

FORMSDR 

SWAP DATA REPOSITORY 

APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION 

Exact name of Applicant as specified In charter 

Address of principal executive offices 

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

0 if this is an APPLICATION FOR PROVISIONAL REGISTRATION, complete in full and check 

here. 

0 If this is an AMENDMENT to an application, or to an effective registration (other than an annual 

amendment) list all items that arc amended and check here and list below. 

D If this is an ANNUAL AMENDMENT to an application, or to an effective registration (other than an 

annual amendment) list all items that arc amended and check here and list below. 

GENERAL INFORMATION 

1. Name under which business is/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 

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4. List of principal office(s) and address(es) where swap data repositories activities are conducted 

Address 

5. If 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 registmnt 

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: 

D Interest Rate 

D Equity 

D Credit 

D Foreign Exchange 

D Commodity (SpecifY)---------

0 Other(Specify) _________ _ 

BUSINESS ORGANIZATION 

7. Applicant is a: 

D Corpomtion 

D Partnership 

D Limited Liability Company 
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D Other (Specify)----------

8. Date offonnation: ----------------

9. Jurisdiction of organization: -------------

List all other jurisdictions in which Applicant is qualified to do business (including non-US jurisdictions): 

I 0. List all other regulatory licenses or registrations of Applicant (or exemptions from any licensing requirement) 

including with non-US regulators: 

II. 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 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 

By: _______________________________ _ 

Manual Signature of Authorized Person 

Print Name and Title of Signatory) 

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54592 Federal Register I Vol. 76, No. 170 I Thursday, September 1, 20111 Rules and Regulations 

EXHIBITS INSTRUCTIONS 

The following exhibits must be included as part ofFonn SDR and filed with the Commodity Futures Trading 

Commission by each Applicant seeking registration as a swap data repository, or by a registered swap data 

repository amending such registration, pursuant to Section 21 of the Commodity Exchange Act and regulations 

thereto. Such exhibits must be labeled according to the items specified in this Form. If any exhibit is not 

applicable, 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 Regulation 

§40.8, and §145.9. 

If the Applicant is a newly formed enterprise and does not have the financial statements required pursuant to 

Items 25 and 26 of this form, the Applicant should provide pro forma financial statements for the most recent six 

months or since inception, whichever is less. 

EXHffiiTS 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)(3). 

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 8 to this application 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: 

(I) 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 I 0 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. 

(6) any violation pursuant to Section 9 of the Act. 

h. For directors, list any committees on which they serve and any compensation received by 

virtue of their directorship. 
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16. Attach as Exhibit C to this application 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. Brief account of the business experience of the chief compliance officer over the last five (5) 

years 

f. Any other business affiliations in the derivatives/securities industry or swap data repository 

industry 

g. A description of: 

(I) 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. 

(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; and 

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. 

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 ofthe Applicant. 

Note: If the swap data repository activities are conducted primarily by a division, subdivision, or other 

scgregable 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, prove 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 ofthe 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 Fa 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 Commodity 

Exchange 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 ofthe 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)(3). 

21. Attach as Exhibit H to this application a copy of the constitution, articles of incorporation or 

association with all amendments thereto, and existing by-laws, rules or instruments corresponding 

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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 1-1, to designate and 

authorize 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 datc(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 l\1 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 0 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, clearing agency, 

central counterparty, or third-party service provider. To the extent that form contracts arc used by the 

Applicant, submit a sample of each type of form contract used. In addition, include a list of swap 

execution facilities, clearing agencies, central counterparties, and third·party service providers with 
Federal Register/Val. 76, No. 170/Thursday, September 1, 2011/Rules and Regulations 

whom the Applicant has entered into material contracts. Where swap data repository functions arc 

performed by a third party, allach any agreements between or among the Applicant and such third 

pany, and identify the services that will be provided. 

31. Attach as Exhibit Q any technical manuals, other guides or instructions for users of, or panicipants 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 Sa 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. Allach 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 scgrcgablc 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 continuitydisaster 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: 

(I) 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 usc) 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 (I) on the swap data repository's capacity to 

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54596 Federal Register I Vol. 76, No. 170 I Thursday, September 1, 20111 Rules and Regulations 

receive (or collect), process, store or display (or disseminate for display or other usc) 

the data clements included within each function; 

b. 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 AND OAT A 

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 oflimiting 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. 
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47. Attach as Exhibit GG policies and procedures implemented by the Applicant 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 

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 registered swap data repository). 

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