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Frequently Asked Questions Regarding Chief Compliance Officer Annual Reports Submitted by Security-Based Swap Dealers and Major Security-Based Swap Participants
March 3, 2023
This statement represents the views of the staff of the Division of Trading and Markets. It is not a rule, regulation, or statement of the Securities and Exchange Commission (“Commission”). The Commission has neither approved nor disapproved its content. This statement, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person.
Submission Process for CCO Annual Reports
Q. May registered security-based swap dealers and major security-based swap participants submit through EDGAR the annual report prepared and signed by the registrant’s chief compliance officer (“CCO Annual Report”) required by Rule 15Fk-1(c)?
A. Yes. If they wish, registrants may submit the CCO Annual Report through the Commission’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. Registrants are encouraged to submit the CCO Annual Report in a text searchable .pdf format to facilitate staff review. For more information on how to use EDGAR, see https://www.sec.gov/edgar/about. Questions about the CCO Annual Report submission process through EDGAR may be directed to Division staff at TradingAndMarkets@sec.gov.
Submission Timing
Q. When must registered security-based swap dealers and major security-based swap participants that are not also banks submit the CCO Annual Report?
A. Registrants that are not also banks must submit CCO Annual Reports to the Commission within 90 days following the end of the registrant’s fiscal year.[1]
Q. When should registered security-based swap dealers and major security-based swap participants that are also banks submit the CCO Annual Report?
A. Registrants that are also banks should submit CCO Annual Reports to the Commission within 90 days following the end of the registrant’s fiscal year.[2]
Requesting Extensions of Time to Submit Reports
Q. How can a registered security-based swap dealer or major security-based swap participant request an extension of time to submit a CCO Annual Report?
A. An extension of time to submit a CCO Annual Report may be granted provided that the registrant’s failure to timely submit the report could not be eliminated without unreasonable effort or expense. Requests for extensions of time may be submitted to the Office of the Secretary, and will be granted at the discretion of the Commission.[3]
Requesting Confidential Treatment for CCO Annual Reports
Q. May registered security-based swap dealers and major security-based swap participants request confidential treatment for their CCO Annual Report required by Rule 15Fk-1(c)?
A. Yes. Commission Rule 83 (17 CFR 200.83) provides a procedure by which persons submitting information may request confidential treatment so that it might be withheld when requested under the Freedom of Information Act.
Upon submission each page of the CCO Annual Report for which confidential treatment is sought should be marked with "Confidential Treatment Requested by [name]" and an identifying number and code, such as Bates-stamped number. The words “FOIA Confidential Treatment Request” should appear on the top of the first page of the request. The submitter must include his or her name, address, and telephone number and inform the Office of FOIA Services of any change of address, telephone number, or representation. For more information regarding the Commission’s confidential treatment procedure under Rule 83, see https://www.sec.gov/foia/conftreat.
A written request for confidentiality under Rule 83 must be given to the staff receiving the CCO Annual Report and a copy of that request, but not the Report itself, should be sent to the Office of FOIA Services by email to Rule83CTRs@sec.gov, by fax to (202) 772-9337 or by regular mail to the Office of FOIA Services, 100 F Street NE, Mail Stop 2465, Washington, DC 20549.
[1] Exchange Act rule 15Fk-1(c) requires the CCO Annual Report to be submitted within 30 days following the deadline for submitting a registrant’s annual financial report to the Commission. See 17 CFR 240.15Fk-1(c)(2)(ii). Under the Commission’s recordkeeping and reporting rules, annual financial reports must be submitted within 60 calendar days after the end of a registrant’s fiscal year. See 17 CFR 240.17a-5(d)(5) and 240.18a-7(c)(5).
[2] Registrants that also are banks are not required to submit annual financial reports to the Commission, because they already submit analogous reports to their prudential regulator. See Recordkeeping and Reporting Requirements for Security-Based Swap Dealers, Major Security-Based Swap Participants, and Broker-Dealers, Exchange Act Rel. No. 87005, 84 FR 68550, at 68583 (Dec. 16, 2019); 17 CFR 240.18a-7(c)(1)(i). The adopting release for Exchange Act rule 15Fk-1, however, makes clear that the CCO Annual Report should be submitted within 90 calendar days of the end of the registrant’s fiscal year. See Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants, Exchange Act Rel. No. 77617, 81 FR 29960, at 30059 (May 13, 2016) (“[T]he Commission is aligning the deadline for submitting the report with the CFTC’s deadline of 90 days after the end of the Swap Entity’s fiscal year in response to concerns raised by a commenter.”).
[3] See 17 CFR 240.15Fk-1(c)(2)(iii).