SECURITIES AND EXCHANGE COMMISSION
(Release No. 34-78216; File No. SBSDR-2016-02)
June 30, 2016
DTCC Data Repository (U.S.) LLC — Form SDR Application and Exhibits*
The non-confidential exhibits to DTCC Data Repository (U.S.) LLC's Form SDR application are available in EDGAR. For ease of reference, the public may access copies of these materials below.
Exhibit Index
| Exhibit A | A list of 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, including the full name and address of each such person and 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| Exhibit I Exhibit I-1 Exhibit I-2 Exhibit I-3 Exhibit I-4 Exhibit I-5 |
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. |
| Exhibit J | Procedures implemented by the applicant to minimize conflicts of interest in the decisionmaking process of the applicant and to resolve any such conflicts of interest. |
| 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. |
| Exhibit M | 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. 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. 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. |
| Exhibit U Exhibit U-1 Exhibit U-2 Exhibit U-3 Exhibit U-4 Exhibit U-5 Exhibit U-6 Exhibit U-7 |
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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| Exhibit DD | Policies and procedures relating to the applicant’s calculation of positions. |
| 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. |
| Exhibit GG | All of the policies and procedures required under Regulation SBSR. |
| Exhibit HH | A copy of the applicant’s rulebook. |
*This exhibit index summarizes the non-confidential exhibits for the applicant's Form SDR Application for Registration as a Security-Based Swap Data Repository.