Conformed to Federal Register version. SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 232, 240, and 249 Release No. 34-74246; File No. S7-35-10 RIN 3235–AK79 Security-Based Swap Data Repository Registration, Duties, and Core Principles AGENCY: Securities and Exchange Commission. ACTION: Final rule. SUMMARY: Pursuant to Section 763(i) of Title VII (“Title VII”) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), the Securities and Exchange Commission (“Commission”) is adopting new rules under the Securities Exchange Act of 1934 (“Exchange Act”) governing the security-based swap data repository (“SDR”) registration process, duties, and core principles. The Commission is also adopting a new registration form. Additionally, the Commission is amending several of its existing rules and regulations in order to accommodate SDRs. First, the Commission is amending Regulation S-T and Exchange Act Rule 24b-2 to clarify that all filings by SDRs, including any confidential portion, and their requests for confidential treatment must be filed electronically. Second, the Commission is amending Regulation S-T by, among other things, adding a new rule that specifically applies to the electronic filing of SDRs’ financial reports. DATES: Effective Date: May 18, 2015. Compliance Date: March 18, 2016. FOR FURTHER INFORMATION CONTACT: Paula Jenson, Acting Chief Counsel; Jo Anne Swindler, Assistant Director; Richard Vorosmarti, Branch Chief; Angie Le, Special Counsel; or Kevin Schopp, Special Counsel, Division of Trading and Markets, at (202) 551- 5750, Securities and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549. For questions regarding the SDR registration process, please contact Jeffrey Mooney, Assistant Director, Stephanie Park, Senior Special Counsel, Andrew Shanbrom, Special Counsel, or Elizabeth Fitzgerald, Special Counsel, Division of Trading and Markets, at (202) 551-5710. SUPPLEMENTARY INFORMATION: The Commission is taking several actions. First, the Commission is adopting Rules 13n-1 to 13n-12 (“SDR Rules”) under the Exchange Act governing SDRs and a new form for registration as a security-based swap data repository (“Form SDR”). Second, the Commission is adopting technical amendments to Regulation S-T and Exchange Act Rule 24b-2 to clarify that all filings by SDRs, including any confidential portion, and their requests for confidential treatment must be filed electronically. Third, the Commission is amending Regulation S-T, including adopting new Rule 407, as a technical amendment related to Rule 13n-11, which is applicable to the electronic filing of SDRs’ financial reports. Table of Contents I. Introduction A. Proposed Rules Governing the SDR Registration Process, Duties, and Core Principles, and Form SDR B. Related Commission Actions C. Public Comment D. Other Initiatives Considered in this Rulemaking II. Broad Economic Considerations and Baseline A. Broad Economic Considerations B. Baseline 1. Transparency in the SBS Market 2. Current Security-Based Swap Market a. Security-Based Swap Market Participants b. Security-Based Swap Data Repositories III. Definition, Scope of Registration, Services, and Business Models of SDRs A. Definition of SDR: Core Services B. SDRs Required to Register With The Commission C. Ancillary Services D. Business Models of SDRs 2 IV. Number of SDRs and Consolidation of SBS Data V. Implementation of the SDR Rules A. Prior Commission Action 1. Effective Date Order 2. Implementation Policy Statement B. Summary of Comments C. Sequenced Effective Date and Compliance Date for the SDR Rules VI. Discussion of Rules Governing SDRs A. Registration of SDRs (Rule 13n-1 and Form SDR) 1. New Form SDR; Electronic Filing a. Proposed Form SDR b. Comments on Proposed Form SDR c. Final Form SDR 2. Factors for Approval of Registration and Procedural Process for Review (Rule 13n-1(c)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 3. Temporary Registration (Rule 13n-1(d)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 4. Amendment on Form SDR (Proposed Rule 13n-1(e)/Final Rule 13n-1(d)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 5. Service of Process and Non-Resident SDRs (Proposed Rules 13n-1(f) and 13n-1(g)/Final Rules 13n-1(e) and 13n-1(f)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 6. Definition of “Report” (Proposed Rule 13n-1(h)/Final Rule 13n-1(g)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule B. Withdrawal From Registration; Revocation and Cancellation (Rule 13n-2) 1. Proposed Rule 2. Comments on the Proposed Rule 3. Final Rule C. Registration of Successor to Registered SDR (Rule 13n-3) 1. Proposed Rule 2. Comments on the Proposed Rule 3. Final Rule a. Succession by Application b. Succession by Amendment c. Scope and Applicability of Rule 13n-3 3 D. Enumerated Duties and Core Principles (Rule 13n-4) 1. Definitions (Rule 13n-4(a)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 2. Enumerated Duties (Rule 13n-4(b)) a. Proposed Rule b. Comments on the Proposed Rule i. Inspection and Examination ii. Direct Electronic Access iii. Monitoring, Screening, and Analysis iv. Other Enumerated Duties c. Final Rule i. Inspection and Examination ii. Direct Electronic Access iii. Monitoring, Screening, and Analysis 3. Implementation of Core Principles (Rule 13n-4(c)) a. First Core Principle: Market Access to Services and Data (Rule 13n-4(c)(1)) i. Proposed Rule ii. Comments on the Proposed Rule (1) Rule 13n-4(c)(1)(i): Fair, Reasonable, and Not Unreasonably Discriminatory Dues, Fees, Other Charges, Discounts, and Rebates (2) Rule 13n-4(c)(1)(ii): Offering Services Separately (3) Rule 13n-4(c)(1)(iii): Fair, Open, and Not Unreasonably Discriminatory Access (4) Rule 13n-4(c)(1)(iv): Prohibited or Limited Access iii. Final Rule (1) Rule 13n-4(c)(1)(i): Fair, Reasonable, and Not Unreasonably Discriminatory Dues, Fees, Other Charges, Discounts, and Rebates (2) Rule 13n-4(c)(1)(ii): Offering Services Separately (3) Rule 13n-4(c)(1)(iii): Fair, Open, and Not Unreasonably Discriminatory Access (4) Rule 13n-4(c)(1)(iv): Prohibited or Limited Access b. Second Core Principle: Governance Arrangements (Rule 13n- 4(c)(2)) i. Proposed Rule ii. Comments on the Proposed Rule iii. Final Rule c. Third Core Principle: Rules and Procedures for Minimizing and Resolving Conflicts of Interest (Rule 13n-4(c)(3)) i. Proposed Rule ii. Comments on the Proposed Rule iii. Final Rule 4 4. Indemnification Exemption (Rule 13n-4(d)) E. Data Collection and Maintenance (Rule 13n-5) 1. Transaction Data (Rule 13n-5(b)(1)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 2. Positions (Rule 13n-5(b)(2)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 3. Maintain Accurate Data (Rule 13n-5(b)(3)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 4. Data Retention (Rule 13n-5(b)(4)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 5. Controls to Prevent Invalidation (Rule 13n-5(b)(5)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 6. Dispute Resolution Procedures (Rule 13n-5(b)(6)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 7. Data Preservation After an SDR Ceases to Do Business (Rule 13n-5(b)(7)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 8. Plan for Data Preservation (Rule 13n-5(b)(8)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule F. Automated Systems (Rule 13n-6) 1. Proposed Rule 2. Comments on the Proposed Rule 3. Final Rule G. SDR Recordkeeping (Rule 13n-7) 1. Records to be Made by SDRs (Rule 13n-7(a)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 2. Records to be Preserved by SDRs (Rule 13n-7(b)) a. Proposed Rule b. Comments on the Proposed Rule 5 c. Final Rule 3. Recordkeeping After an SDR Ceases to do Business (Rule 13n-7(c)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 4. Applicability (Rule 13n-7(d)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule H. Reports to be Provided to the Commission (Rule 13n-8) 1. Proposed Rule 2. Comments on the Proposed Rule 3. Final Rule I. Privacy of SBS Transaction Information and Disclosure to Market Participants (Rules 13n-9 and 13n-10) 1. Privacy Requirements (Rule 13n-9) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 2. Disclosure Requirements (Rule 13n-10) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule J. Chief Compliance Officer of Each SDR; Compliance Reports and Financial Reports (Rule 13n-11) 1. In General (Rule 13n-11(a)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 2. Definitions (Rule 13n-11(b)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 3. Enumerated Duties of Chief Compliance Officer (Rule 13n-11(c)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 4. Compliance Reports (Rules 13n-11(d) and 13n-11(e)) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rule 5. Financial Reports and Filing of Reports (Exchange Act Rules 13n-11(f) and (g)/Rules 11, 305, and 407 of Regulation S-T) a. Proposed Rule b. Comments on the Proposed Rule c. Final Rules 6 6. Additional Rule Regarding Chief Compliance Officer (Rule 13n-11(h)) K. Exemption from Requirements Governing SDRs for Certain Non-U.S. Persons (Rule 13n-12) 1. Proposed Rule 2.