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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM SDR

APPLICATION OR AMENDMENT TO APPLICATION

FOR REGISTRATION OR WITHDRAWAL FROM

REGISTRATION AS SECURITY-BASED SWAP DATA

REPOSITORY UNDER THE SECURITIES EXCHANGE

ACT OF 1934

SEC 2911 (2/15) Persons who respond to the collection of information

contained in this form are not required to respond unless the

form displays a currently valid OMB control number.

GENERAL INSTRUCTIONS FOR PREPARING AND FILING FORM SDR

1. Form SDR and exhibits thereto are to be filed electronically in a tagged data format through EDGAR with the

Securities and Exchange Commission by an applicant for registration as a security-based swap data repository,

by a registered security-based swap data repository amending its application for registration, or by a registered

security-based swap data repository withdrawing its registration, pursuant to Section 13(n) of the Securities

Exchange Act of 1934 (“Exchange Act”) and Rules 13n-1 and 13n-2 thereunder. The electronic filing

requirements of Regulation S-T will apply to all such filings.

2. With respect to an applicant for registration as a security-based swap data repository, Form SDR also

constitutes an application for registration as a securities information processor. An amendment or withdrawal

on Form SDR also constitutes an amendment or withdrawal of securities information processor registration

pursuant to Section 11A of the Exchange Act and the rules and regulations thereunder. Applicants for

registration as a securities information processor not seeking to become dually-registered as a security-based

swap data repository and a securities information processor, or registered securities information processors that

are not dually-registered as a security-based swap data repository and a securities information processor, should

continue to file on Form SIP.

3. Upon the filing of an application for registration, the Commission will publish notice of the filing and afford

interested persons an opportunity to submit written data, views, and arguments. No application for registration

shall be effective unless the Commission, by order, grants such registration.

4. Individuals’ names shall be given in full (last name, first name, middle name).

5. Form SDR shall be signed by a person who is duly authorized to act on behalf of the security-based swap data

repository.

6. If Form SDR is being filed as an application for registration, all applicable items must be answered in full. If

any item is not applicable, indicate by “none” or “N/A” as appropriate.

7. Disclosure of the information specified on this form is mandatory prior to processing of an application for

registration as a security-based swap data repository and a securities information processor. The information

will be used for the principal purpose of determining whether the Commission should grant or deny registration

to an applicant. Except in cases where confidential treatment is requested by the applicant and granted by the

Commission pursuant to the Freedom of Information Act and the rules of the Commission thereunder,

information supplied on this form may be made available on the Commission’s website, will be included

routinely in the public files of the Commission, and will be available for inspection by any interested person. A

form that is not prepared and executed in compliance with applicable requirements may be deemed as not

acceptable for filing. Acceptance of this form, however, shall not constitute any finding that it has been filed as

required or that the information submitted is true, current, or complete. Intentional misstatements or omissions

of fact constitute federal criminal violations (see 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)).

8. Rule 13n-1(d) under the Exchange Act requires a security-based swap data repository to amend promptly Form

SDR if any information contained in items 1 through 17, 26, and 48 of this application, or any amendment

thereto, is or becomes inaccurate for any reason. Rule 13n-1(d) under the Exchange Act also requires a

security-based swap data repository to file annually an amendment on Form SDR within 60 days after the end

of each fiscal year of such security-based swap data repository. Rule 13n-2 under the Exchange Act requires a

security-based swap data repository that seeks to withdraw from registration to file such withdrawal on Form

SDR.

9. For the purposes of this form, the term “applicant” includes any applicant for registration as a security-based

swap data repository or any registered security-based swap data repository that is amending Form SDR or

withdrawing its registration as a security-based swap data repository. In addition, the term “applicant” includes

any applicant for registration as a securities information processor.

10. Applicants filing Form SDR as an amendment (other than an annual amendment) need to update any

information contained in items 1 through 17, 26, and 48 that has become inaccurate since the security-based

swap data repository’s last filing of Form SDR. An applicant submitting an amendment (other than an annual

amendment) represents that all unamended information contained in items 1 through 17, 26, and 48 remains

true, current, and complete as filed.

11. Applicants filing a withdrawal need to update any items or exhibits that are being amended since the security-

based swap data repository’s last filing of Form SDR. An applicant submitting a withdrawal represents that all

unamended items and exhibits remain true, current, and complete as filed.

12. Applicants filing an annual amendment must file a complete form, including all pages, answers to all items,

together with all exhibits. Applicants filing an annual amendment must indicate which items have been

amended since the last annual amendment, or, if the security-based swap data repository has not yet filed an

annual amendment, since the security-based swap data repository’s application for registration.

DEFINITIONS: Unless the context requires otherwise, all terms used in this form have the same meaning as in the

Exchange Act, as amended, and in the rules and regulations of the Commission thereunder.

This collection of information will be reviewed by the Office of Management and Budget in accordance with the

clearance requirements of 44 U.S.C. 3507. An agency may not conduct or sponsor, and a person is not required to

respond to, a collection of information unless it displays a currently valid control number. The Commission

estimates that the average burden to respond to Form SDR will be between 12 and 482 hours depending upon the

purpose for which the form is being filed. Any member of the public may direct to the Commission any comments

concerning the accuracy of this burden estimate and any suggestions for reducing this burden. It is mandatory that a

security-based swap data repository file all notifications, updates, and reports required by Rules 13n-1 and 13n-2

using Form SDR.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SDR

APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION OR

WITHDRAWAL FROM REGISTRATION AS SECURITY-BASED SWAP DATA

REPOSITORY UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Exact Name of Applicant as Specified in Charter)

(Address of Principal Executive Offices)

f this is an APPLICATION for registration, complete this form i

n full and check here ...............................................



If this is an AMENDMENT to an application, or to an effective registration (other than an annual amendment), list

all items that are amended and check here ......................................................................................................................



If this is an ANNUAL AMENDMENT to an application, or to an effective registration, complete this form in full,

list all items that are amended since the last annual amendment, and check here ..........................................................



If this is a WITHDRAWAL from registration, list all items that are amended and check here .....................................



Or check here to confirm that there is no inaccurate information to update ................................................................... 

GENERAL INFORMATION

1. Name under which business is conducted, if different than name specified herein:

2. If name of business is amended, state previous business name:

3. Mailing address:

(Number and Street)

(City) (State/Country) (Mailing Zip/Postal Code)

4. Li

st of principal office(s) and address(es) where security-based swap data repository and securities information

processor activities are conducted:

Office Address

5. If the applicant is a successor (within the definition of Rule 12b-2 under the Exchange Act) to a previously

registered security-based swap data repository, please complete the following:

a. Date of succession:

b. Full name and address of predecessor security-based swap data repository:

(Name)

(Number and Street)

(City) (State/Country) (Mailing Zip/Postal Code)

c. Predecessor’s CIK

6. List all asset classes of security-based swaps for which the applicant is collecting and maintaining data or for

which it proposes to collect and maintain data.

7. Furnish a description of the function(s) that the applicant performs or proposes to perform.

8. Applicant is a:

 Corporation

 Partnership

 Other Form of Organization (Specify)

9. If the applicant is a corporation or other form of organization (besides a partnership):

a. Date of incorporation or organization

b. Place of incorporation or state/country of organization

10. If the applicant is a partnership:

a. Date of filing of partnership agreement

b. Place where partnership agreement was filed

11. Applicant understands and consents that any notice or service of process, pleadings, or other documents in

connection with any action or proceeding against the applicant may be effectuated by certified mail to the

officer specified or person named below at the U.S. address given. Such officer or person cannot be a

Commission member, official, or employee.

(Name of Person or, if Applicant is a Corporation, Title of Officer)

(Name of Applicant or Applicable Entity)

(Number and Street)

(City) (State) (Zip Code)

(Area Code) (Telephone Number)

12. If this is a withdrawal from registration, furnish:

a. Name(s) and address(es) of the person(s) who has or will have custody or possession of the books and

records that the applicant maintained in connection with its performance of security-based swap data

repository and securities information processor functions.

_____________________________________________________________________________________________

(Name of Person)

(Number and Street)

(City) (State/Country) (Mailing Zip/Postal Code)

(Area Code) (Telephone Number)

b. I

f different from above, provide address(es) where such books and records will be located.

(Number and Street)

(City) (State/Country) (Mailing Zip/Postal Code)

13. SIGNATURE: Applicant has duly caused this application, amendment, or withdrawal to be signed on its behalf

by the undersigned, hereunto duly authorized, on this date: .

Applicant and the undersigned hereby represent that all information contained herein is true, current, and

complete. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C.

1001 and 15 U.S.C. 78ff(a)). It is understood that all required items and exhibits are considered integral parts of

this form and that the submission of any amendment or withdrawal represents that all unamended items and

exhibits remain true, current, and complete as previously filed and that the submission of any amendment (other

than an annual amendment) represents that all unamended information contained in items 1 through 17, 26, and

48 remains true, current, and complete as filed. If the applicant is a non-resident security-based swap data

repository, the applicant and the undersigned further represent that the applicant can, as a matter of law, and

will provide the Commission with prompt access to the applicant’s books and records and that the applicant can,

as a matter of law, and will submit to an onsite inspection and examination by the Commission. For purposes of

this certification, “non-resident security-based swap data repository” means (i) in the case of an individual, one

who resides in or has his principal place of business in any place not in the United States; (ii) in the case of a

corporation, one incorporated in or having its principal place of business in any place not in the United States;

or (iii) in the case of a partnership or other unincorporated organization or association, one having its principal

place of business in any place not in the United States.

(Name of Applicant)

(Signature of General Partner, Managing Agent, or Principal Officer)

(Title)

EXHIBITS — BUSINESS ORGANIZATION

14. List as Exhibit A any person as defined in Section 3(a)(9) of the Exchange Act that owns 10 percent or more of

the applicant’s stock or that, either directly or indirectly, through agreement or otherwise, in any other manner,

may control or direct the management or policies of the applicant. 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

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basis upon which such person exercises or may exercise such control or direction.

15. Attach as Exhibit B the following information about the chief compliance officer who has been appointed by

the board of directors of the applicant or a person or group performing a function similar to such board of

directors:

a. Name

b. Title

c. Date of commencement and, if appropriate, termination of present term of position

d. Length of time the chief compliance officer has held the same position

e. Brief account of the business experience of the chief compliance officer over the last five years

f. Any other business affiliations in the securities industry or derivatives industry

g. Details of:

(1) any order of the Commission with respect to such person pursuant to Sections 15(b)(4), 15(b)(6),

19(h)(2), or 19(h)(3) of the Exchange Act;

(2) any conviction or injunction of a type described in Sections 15(b)(4)(B) or (C) of the Exchange

Act within the past ten years;

(3) any action of a self-regulatory organization with respect to such person imposing a final

disciplinary sanction pursuant to Sections 6(b)(6), l5A(b)(7), or 17A(b)(3)(G) of the Exchange

Act;

(4) any final action by a self-regulatory organization with respect to such person constituting a denial,

bar, prohibition, or limitation of membership, participation, or association with a member, or of

access to services offered by such organization or a member thereof; and

(5) any final action by another federal regulatory agency, including the Commodity Futures Trading

Commission, any state regulatory agency, or any foreign financial regulatory authority resulting

in:

i. a finding that such person has made a false statement or omission, or has been dishonest,

unfair, or unethical;

ii. a finding that such person has been involved in a violation of any securities-related

regulations or statutes;

iii. a finding that such person has been a cause of a business having its authorization to do

business denied, suspended, revoked, or restricted;

iv. an order entered, in the past ten years, against such person in connection with a securities-

related activity; or

v. any disciplinary sanction, including a denial, suspension, or revocation of such person’s

registration or license or otherwise, by order, a prevention from associating with a securities-

related business or a restriction of such person’s activities.

16. Attach as Exhibit C a list of the officers, directors, governors, and persons performing similar functions, and the

members of all standing committees grouped by committee of the applicant or of the entity identified in item 19

that performs the security-based swap data repository and securities information processor activities of the

applicant, indicating for each:

a. Name

b. Title

c. Dates of commencement and, if appropriate, termination of present term of office or position

d. Length of time each present officer, director, governor, persons performing similar functions, or member of

a standing committee has held the same office or position

e. Brief account of the business experience of each officer, director, governor, persons performing similar

functions, or member of a standing committee over the last five years

f. Any other business affiliations in the securities industry or derivatives industry

g. Details of:

(1) any order of the Commission with respect to such person pursuant to Sections 15(b)(4), 15(b)(6),

19(h)(2), or 19(h)(3) of the Exchange Act;

(2) any conviction or injunction of a type described in Sections 15(b)(4)(B) or (C) of the Exchange

Act within the past ten years;

(3) any action of a self-regulatory organization with respect to such person imposing a final

disciplinary sanction pursuant to Sections 6(b)(6), l5A(b)(7), or 17A(b)(3)(G) of the Exchange

Act;

(4) any final action by a self-regulatory organization with respect to such person constituting a denial,

bar, prohibition, or limitation of membership, participation, or association with a member, or of

access to services offered by such organization or a member thereof; and

(5) any final action by another federal regulatory agency, including the Commodity Futures Trading

Commission, any state regulatory agency, or any foreign financial regulatory authority resulting

in:

i. a finding that such person has made a false statement or omission, or has been dishonest,

unfair, or unethical;

ii. a finding that such person has been involved in a violation of any securities-related

regulations or statutes;

iii. a finding that such person has been a cause of a business having its authorization to do

business denied, suspended, revoked, or restricted;

iv. an order entered, in the past ten years, against such person in connection with a securities-

related activity; or

v. any disciplinary sanction, including a denial, suspension, or revocation of such person’s

registration or license or otherwise, by order, a prevention from associating with a securities-

related business or a restriction of such person’s activities.

17. Attach as Exhibit D a copy of documents relating to the governance arrangements of the applicant, including,

but not limited to, 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 the board and each such committee;

the composition of the board and each such committee; and the applicant’s policies and procedures reasonably

designed to ensure that the applicant’s senior management and each member of the board or such committee

possess requisite skills and expertise to fulfill their responsibilities in the management and governance of the

applicant, to have a clear understanding of their responsibilities, and to exercise sound judgment about the

applicant’s affairs.

18. Attach as Exhibit E a copy of the constitution, articles of incorporation or association with all amendments

thereto, existing by-laws, rules, procedures, and instruments corresponding thereto, of the applicant.

19. Attach as Exhibit F a narrative and/or graphic description of the organizational structure of the applicant. Note:

If the security-based swap data repository or securities information processor activities of the applicant 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 F the description that applies to the segregable entity.

20. Attach as Exhibit G a list of all affiliates of the applicant and indicate the general nature of the affiliation. For

purposes of this application, an “affiliate” of an applicant means a person that, directly or indirectly, controls, is

controlled by, or is under common control with the applicant.

21. Attach as Exhibit H 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 property is the subject. Include the name of the court or agency in which the proceeding(s) are

pending, the date(s) instituted, the principal parties to the proceeding, 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 any governmental agencies.

22. Attach as Exhibit I copies of all material contracts with any security-based swap execution facility, 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 security-based swap

execution facilities, clearing agencies, central counterparties, and third party service providers with whom the

applicant has entered into material contracts.

23. Attach as Exhibit J procedures implemented by the applicant to minimize conflicts of interest in the decision-

making process of the applicant and to resolve any such conflicts of interest.

EXHIBITS — FINANCIAL INFORMATION

24. Attach as Exhibit K a statement of financial position, results of operations, statement of sources and application

of revenues and all notes or schedules thereto, as of the most recent fiscal year of the applicant. If statements

certified by an independent public accountant are available, such statements shall be submitted as Exhibit K.

Alternatively, a financial report, as described in Rule 13n-11(f) under the Exchange Act, may be filed as Exhibit

25. Attach as Exhibit L a statement of financial position and results of operations for each affiliate of the applicant

as of the end of the most recent fiscal year of each such affiliate. Alternatively, identify, if available, the most

recently filed annual report on Form 10-K under the Exchange Act for any such affiliate as Exhibit L.

26. Attach as Exhibit M the following:

a. A complete list of all dues, fees, and other charges imposed, or to be imposed, as well as all discounts or

rebates offered, or to be offered, by or on behalf of the applicant for its services, including the security-

based swap data repository’s services, securities information processor’s services, and any ancillary

services, and identify the service(s) provided for each such due, fee, other charge, discount, or rebate;

b. A description of the basis and methods used in determining at least annually the level and structure of the

services as well as the dues, fees, other charges, discounts, or rebates listed in paragraph a of this item; and

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 or any discount or rebate offered for the same or

similar services, then 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

differences.

EXHIBITS — OPERATIONAL CAPABILITY

27. Attach as Exhibit N a narrative description, or the functional specifications, of each service or function listed in

item 7 and performed as a security-based swap data repository or securities information processor. Include a

description of all procedures utilized for the collection and maintenance of information or records with respect

to transactions or positions in, or the terms and conditions of, security-based swaps entered into by market

participants.

28. Attach as Exhibit O a list of all computer hardware utilized by the applicant to perform the security-based swap

data repository or securities information processor functions listed in item 7, indicating:

a. Name of manufacturer and manufacturer’s equipment identification number;

b. Whether such hardware is purchased or leased (If leased, state from whom leased, duration of lease, and

any provisions for purchase or renewal); and

c. Where such equipment (exclusive of terminals and other access devices) is physically located.

29. Attach as Exhibit P a description of the personnel qualifications for each category of professional, non-

professional, and supervisory employees employed by the applicant or the division, subdivision, or other

segregable entity within the applicant as described in item 19.

30. Attach as Exhibit Q a description of the measures or procedures implemented by the applicant to provide for the

security of any system employed to perform the functions of the security-based swap data repository or

securities information processor. 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 by the applicant to satisfy itself that the information received or disseminated by the system is

accurate.

31. Where security-based swap data repository or securities information processor functions are performed by

automated facilities or systems, attach as Exhibit R a description of all backup systems or subsystems that are

designed to prevent interruptions in the performance of any such 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.

32. Attach as Exhibit S the following:

a. For each of the security-based swap data repository or securities information processor functions described

in item 7:

(1) quantify in appropriate units of measure the limits on the applicant’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); and

(2) identify the factors (mechanical, electronic, or other) that account for the current limitations

reported in answer to (1) on the applicant’s capacity to receive (or collect), process, store, or

display (or disseminate for display or other use) the data elements included within each function.

b. If the applicant is able to employ, or presently employs, its system(s) for any use other than for performing

the functions of a security-based swap data repository or securities information processor, 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 other uses.

EXHIBITS — ACCESS TO SERVICES AND DATA

33. Attach as Exhibit T the following:

a. State the number of persons who subscribe, or who have notified the applicant of their intention to

subscribe, to the applicant’s services.

b. For each instance during the past year in which any person has been prohibited or limited with respect to

access to services offered or data maintained by the applicant, indicate the name of each such person and

the reason for the prohibition or limitation.

c. For each of such services that involves the supply of information to a quotation board, ticker device,

electronic information terminal, or other such device, state the total number of devices to which

information is, or will be supplied (“serviced”) and any minimum and or maximum number of devices

required or permitted by agreement or otherwise to be serviced by the applicant. In addition, define the

data elements for each service.

d. For each service that is furnished in machine-readable form, state the storage media of any service

furnished and define the data elements of such service.

34. Attach as Exhibit U copies of all contracts governing the terms by which persons may subscribe to the security-

based swap data repository services, securities information processor services, and any ancillary services

provided by the applicant. To the extent that form contracts are used by the applicant, submit a sample of each

type of form contract used.

35. Attach as Exhibit V 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 security-based swap data repository or securities

information processor services offered or data maintained by the applicant and state the reasons for imposing

such specifications, qualifications, or other criteria.

36. Attach as Exhibit W any specifications, qualifications, or other criteria required of persons who supply security-

based swap information to the applicant for collection, maintenance, processing, preparing for distribution, and

publication by the applicant or of persons who seek to connect to or link with the applicant.

37. Attach as Exhibit X 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 requests access to data maintained by the applicant.

38. Attach as Exhibit Y 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

39. Attach as Exhibit Z policies and procedures implemented by the applicant to protect the privacy of any and all

security-based swap transaction information that the applicant receives from a market participant or any

registered entity.

40. Attach as Exhibit AA 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, trade data, position data, and any nonpublic personal information about a market participant

or any of its customers; (b) material, nonpublic information; and/or (c) intellectual property by applicant or any

person associated with the applicant for their personal benefit or the benefit of others.

41. Attach as Exhibit BB policies and procedures implemented by the applicant regarding its use of the security-

based swap transaction information that it receives from a market participant, any registered entity, or any

person for non-commercial and/or commercial purposes.

42. Attach as Exhibit CC 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 security-based swap data

repository.

43. Attach as Exhibit DD policies and procedures relating to the applicant’s calculation of positions.

44. Attach as Exhibit EE policies and procedures implemented by the applicant to prevent any provision in a valid

security-based swap from being invalidated or modified through the procedures or operations of the applicant.

45. Attach as Exhibit FF 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 security-based swap

data repository, which shall include procedures for transferring the transaction data and position data to the

Commission or its designee (including another registered security-based swap data repository).

46. Attach as Exhibit GG all of the policies and procedures required under Regulation SBSR.

47. If the applicant has a rulebook, then the applicant may attach the rulebook as Exhibit HH.

EXHIBIT — LEGAL OPINION

48. If the applicant is a non-resident security-based swap data repository, then attach as Exhibit II an opinion of

counsel that the security-based swap data repository can, as a matter of law, provide the Commission with

prompt access to the books and records of such security-based swap data repository and that the security-based

swap data repository can, as a matter of law, submit to onsite inspection and examination by the Commission.

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