obtain comparable regulatory benefits as the CFTC rules while imposing
only marginal additional burdens on SEF/SBSEFs. However, for purposes
of its PRA analysis, the Commission will estimate the burdens as if a
respondent were subject only to the Commission's rules.\478\ The
Commission requests comments on its entire proposed approach to
estimating burden hours.\479\
---------------------------------------------------------------------------

    \478\ However, the Commission will note instances where a
proposed rule would require an SBSEF to generate the same paperwork
that is already being created pursuant to a CFTC rule. In such
cases, compliance with the existing CFTC requirement would satisfy
the proposed SEC requirement, and in reality there would be few or
perhaps even zero marginal burdens imposed on dually registered SEF/
SBSEFs.
    \479\ The burden hours discussed below represent annual/ongoing
burdens, with three exceptions that represent initial, one-time
burdens: registration burdens for SBSEFs under proposed Rule 803,
exemption requests regarding foreign SBS trading venues under
proposed Rule 833, and certain rules under proposed Rules 834(b) and
(c).
---------------------------------------------------------------------------

2. Aggregate Burdens for Rules Modelled After CFTC Part 37 Rules
a. Registration Requirements for SBSEFs and Form SBSEF
    A submission by an entity wishing to register with the Commission
as an SBSEF would be required to be made on Form SBSEF, pursuant to
proposed Rule 803, on a one-time basis. The Commission preliminarily
estimates that five entities initially would seek to register with the
Commission as SBSEFs. The Commission estimates the burdens of proposed
Rule 803 and Form SBSEF to be 1,475 hours. These entities would incur
initial, one-time burdens, because once an entity is registered as an
SBSEF, its registration obligations are complete. The Commission's
estimate regarding the initial burden that an entity would incur to
file a Form SBSEF is informed by the estimates made by the CFTC for the
completion of Form SEF and compliance with Sec.  37.3 of the CFTC
regulations (which governs registration of SEFs). Proposed Form SBSEF
would request almost exactly the same information as required by Form
SEF. Proposed Rule 803 is substantially similar to Sec.  37.3. The CFTC
has estimated that the initial compliance burden associated with its
registration requirements in Sec.  37.3 and Form SEF to be 295 hours
per SEF applicant.\480\ For purposes of calculating burden hours, the
CFTC considered the entire SEF application process to constitute a
single information collection; the Commission is utilizing the same
approach for SBSEFs. The Commission preliminarily believes that SBSEFs
would prepare Form SBSEF internally. The Commission requests comment on
the accuracy of this estimate.
---------------------------------------------------------------------------

    \480\ See OMB, Supporting Statement for New and Revised
Information Collections: Core Principles and Other Requirements for
Swap Execution Facilities, OMB Control Number 3038-0074, Attachment
A (July 7, 2021), available at https://omb.report/icr/202107-3038-004/doc/113431800.pdf.
---------------------------------------------------------------------------

b. Ongoing Compliance With Other Requirements That Are Similar to the
Remainder of Part 37
    The Commission preliminarily estimates the aggregate ongoing annual
hour burden for compliance with all of the proposed SBSEF rules that
have analogs in part 37 to be 1,935 hours.\481\ The CFTC has estimated
that the compliance burden for all of the sections of part 37 combined,
other than the initial burden of 295 hours per SEF for registration-
related compliance discussed above, to be an ongoing annual burden of
387 hours per SEF.\482\ With exception of Sec.  37.600, which
implements a CEA Core Principle for SEFs relating to position limits
that is not in the SEA, every other section of part 37 has an analog in
proposed Regulation SE that is substantively similar.\483\ Therefore,
the Commission preliminarily estimates that the aggregate CFTC estimate
of 387 hours per SEF per year serves as a reasonable estimate for the
annual hourly burden on each SBSEF.
---------------------------------------------------------------------------

    \481\ 1,935 hours = 387 hours (annual burden per respondent) x 5
(number of respondents).
    \482\ See OMB, Supporting Statement for New and Revised
Information Collections, OMB Control Number 3038-0074, at 8
(estimating that on a net basis the total burden hours imposed on
each SEF will be 387 hours).
    \483\ As discussed previously, portions of the CFTC guidance
have been incorporated into certain rules being proposed by the
Commission in Regulation SE. The CFTC guidance clarifies portions of
its rules by suggesting means for compliance and does not
fundamentally alter those rules. Therefore, the Commission believes
that no adjustments to the CFTC estimates, on which the Commission
is basing its own estimates, would be appropriate despite adapting
that guidance into the Commission's proposed rules.
---------------------------------------------------------------------------

    As discussed in more detail below, certain SBSEF rules proposed in
Regulation SE are derived from other parts of the CFTC rules (e.g.,
part 40) and the burdens for those section will be based on the
appropriate burden hours of the corresponding CFTC part. For reference,
the following table lists all sections of part 37 and the corresponding
proposed SBSEF rule. Please see above for more detailed descriptions of
a particular proposed SBSEF rule.

------------------------------------------------------------------------
                                                         Analogous SBSEF
                                                          Rule No. (387
                                                        aggregate burden
                                                         hours per SBSEF
                                                         not  including
                                                          proposed Rule
   CFTC part 37 section (387                                   803
  aggregate  burden hours per                            (registration)
 SEF not including Sec.   37.3           Topic             and certain
        (registration)                                   other rules not
                                                           modelled on
                                                          part 37 rules
                                                           (discussed
                                                          separately in
                                                         the  following
                                                            sections)
------------------------------------------------------------------------
37.1..........................  scope.................  800.
37.2..........................  applicable provisions.  801.
37.4..........................  procedures for listing  810.
                                 products.
37.5..........................  compliance............  811.

37.6..........................  enforceability........  812.
37.7..........................  prohibited use of data  813.
37.8..........................  entities operating as   814.
                                 SEFs and DCMs.
37.9..........................  methods of execution..  815.
37.10.........................  process to make swaps   816.
                                 available for trade.
37.11.........................  reserved section......  not applicable.
37.12.........................  trade execution         817.
                                 compliance schedule.
37.100........................  CP 1 (compliance with   818 (CP1).
                                 Core Principles).
37.200 through 37.206.........  CP 2 (compliance with   819 (CP2).
                                 rules).
37.300 through 37.301.........  CP 3 (manipulation)...  820 (CP3).
37.400 through 37.408.........  CP 4 (monitoring of     821 (CP4).
                                 trading and trade
                                 processing).
37.500 through 37.504.........  CP 5 (ability to        822 (CP5).
                                 obtain information).
37.600 through 37.601.........  CP 6 (position limits)  no equivalent
                                                         requirement in
                                                         the SEA; CP
                                                         numbering
                                                         diverges after
                                                         this point.
37.700 through 37.703.........  CP 7 (financial         823 (CP6).
                                 integrity of
                                 transactions).
37.800 through 37.801.........  CP 8 (emergency         824 (CP7).
                                 authority).
37.900 through 37.901.........  CP 9 (publication of    825 (CP 8).
                                 trading information).
37.1000 through 37.1001.......  CP 10 (recordkeeping    826 (CP 9).
                                 and reporting).
37.1100 through 37.1101.......  CP 11 (anti-trust)....  827 (CP10).
37.1200.......................  CP 12 (conflicts of     828 (CP 11).
                                 interest).
37.1300 through 37.1307.......  CP 13 (financial        829 (CP 12).
                                 resources).
37.1400 through 37.1401.......  CP 14 (system           830 (CP 13).
                                 safeguards).
37.1500 through 1501..........  CP 15 (CCO)...........  831 (CP 14).
Appendix A (Form SEF).........  Form SEF..............  Form SBSEF.\484\
Appendix B....................  Guidance relating to    guidance
                                 Core Principles.        incorporated
                                                         throughout
                                                         proposed rules
                                                         818 through
                                                         831.
------------------------------------------------------------------------

3. Aggregate Burdens for Rules Modelled on CFTC Part 40 Rules
---------------------------------------------------------------------------

    \484\ The burdens of registering using Form SBSEF are discussed
in the previous section.
---------------------------------------------------------------------------

    A number of rules contained in Proposed Regulation SE are modelled
after rules in part 40 of the CFTC's rules, including Sec. Sec.  40.2
(Listing products for trading by certification), 40.3 (Voluntary
submission of new products for Commission review and approval), 40.5
(Voluntary submission of rules for Commission review and approval), and
40.6 (Self-certification of rules). The Commission is proposing Rules
804, 805, 806, and 807--which are closely modelled on Sec. Sec.  40.2,
40.3, 40.5, and 40.6, respectively--in order to harmonize with the
procedures that the CFTC applies to SEFs with respect to establishing
new rules and listing products. In addition, proposed Rule 808 is
modelled after Sec.  40.8 and would provide that certain information in
a Form SBSEF application or a rule or product filing would be made
publicly available, notwithstanding the SBSEF's request for
confidential treatment. Proposed Rule 809 is loosely modelled after
Sec.  40.12 and would set forth a mechanism for a tolling of the period
for consideration of a product pending the issuance by the SEC and the
CFTC of joint interpretation clarifying which agency has jurisdiction
over the product.
a. Rule and Product Filing Processes for SBSEFs
    Under proposed Rules 804 and 805, an SBSEF would be required to
submit filings for new products that it seeks to list. Under proposed
Rules 806 and 807, an SBSEF would be required to submit rule filings
for new rules or rule amendments, including changes to a product's
terms or conditions. The Commission's estimate regarding the burdens
that an SBSEF would incur to comply with the proposed rule and product
filing processes in proposed Rules 804, 805, 806, and 807 is informed
by the estimates made by the CFTC for compliance with Sec. Sec.  40.2,
40.3, 40.5, and 40.6, the burden hours for which have been approved by
OMB.\485\ The Commission is estimating a total of five SBSEF
respondents. The Commission preliminarily estimates that the aggregate
ongoing annual hourly burden for all SBSEFs to prepare and submit rule
and product filings under proposed Rules 804, 805, 806, and 807
(including the cover sheet) \486\ would be 300 hours.
---------------------------------------------------------------------------

    \485\ See 75 FR 67282 (November 2, 2010) (CFTC proposal to amend
17 CFR 40.2 through 40.5); OMB, Supporting Statement for Information
Collection Renewal: OMB Control Number 3038-0093, Attachment A (July
10, 2020), available at https://omb.report/icr/202005-3038-001/doc/101274002.pdf (noting the estimated average number of hours to
burden hours report is 2 hours, and the number of annual responses
from each entity is 100).
    \486\ Each of the filings that would be required by proposed
Rules 804 through 807 would have to include a submission cover sheet
that is modelled on the cover sheet and instructions used by SEFs in
conjunction with analogous filings with the CFTC, with the
submitting entity checking the appropriate box to indicate which
type of the filing it is making. Any burden hours attributable to a
respondent completing this cover sheet, which is an integral part of
the filing, are not estimated separately from the paperwork burden
of the substantive filing. Instead, they are contained within the
aggregate burden hours estimate for rule and product filings
pursuant to proposed Rules 804 through 807, which are based upon the
CFTC's estimates. See supra note 465.
---------------------------------------------------------------------------

    Based on the CFTC's experience with SEFs, the Commission estimates
that on average an SBSEF would incur an ongoing annual burden of 2
hours of work per rule or product filing. Although the CFTC estimated
an average of 100 responses per year per respondent,\487\ the
Commission believes that an estimate of 30 responses is appropriate
given the more limited scope of the SBS market, as opposed to the swap
market. This would result in a total estimated ongoing annual burden of
60 hours per respondent \488\ and 300 hours for all the respondents

annually.\489\ The Commission solicits comments regarding the accuracy
of its estimates.
---------------------------------------------------------------------------

    \487\ See id.
    \488\ 60 hours = 30 (number of responses per year per
respondent) x 2 hours (burden per response).
    \489\ 300 hours = 60 hours (annual burden per respondent
pursuant to proposed Rules 804, 805, 806, and 807) x 5 (number of
respondents).
---------------------------------------------------------------------------

b. Burdens Related to Rules Modelled After Other Part 40 Rules
i. Rule 802
    Certain definitions contained in proposed Rule 802 are modelled
after provisions of part 40. These definitions would not result in any
paperwork burden.
ii. Rule 809
    Proposed Rule 809 is loosely modelled on Sec.  40.12 of the CFTC's
rules and would apply in situations where an SBSEF wishes to list a
product and it is unclear whether the product should be classified as
an SBS subject to the jurisdiction of the SEC or a swap subject to the
jurisdiction of the CFTC. Proposed Rule 809 would provide that a
product certification made by an SBSEF pursuant to proposed Rule 804
shall be stayed, or the review period for a product that has been
submitted for Commission approval by an SBSEF pursuant to proposed Rule
805 shall be tolled, upon request for a joint interpretation of whether
the product is a swap, SBS, or mixed swap made pursuant to Rule 3a68-2
under the SEA \490\ by the SBSEF, the SEC, or the CFTC.
---------------------------------------------------------------------------

    \490\ 17 CFR 240.3a68-2.
---------------------------------------------------------------------------

    Proposed Rule 809 itself does not include a process for determining
whether the SEC or CFTC has jurisdiction over a product. Proposed Rule
809 would enable the SEC to stay or toll the product filing while the
SEC and CFTC consider a joint interpretation under existing SEA Rule
3a68-2, the burden hours of which have already been approved by
OMB.\491\ The only burden imposed on an SBSEF under Rule 809 would be
checking a box on the submission cover sheet if the SBSEF intends to
request a joint interpretation from the Commission and the CFTC
pursuant to SEA Rule 3a68-2.\492\ The Commission preliminarily
estimates that each such indication would impose a burden of 0.25
hours. Furthermore, the Commission preliminarily estimates that each
SBSEF would make one such indication per year.\493\ Accordingly, the
aggregate ongoing annual burden for all SBSEFs to comply with Rule 809
would be 1.25 hours.\494\ The Commission believes that this work,
should it be required, would be conducted internally. The Commission
solicits comment as to the accuracy of these estimates.
---------------------------------------------------------------------------

    \491\ OMB recently approved an extension without change of the
collection for Rule 3a68-2. See Supporting Statement for the
Paperwork Reduction Act New Information Collection Submission for
Rule 3a68-2 (Interpretation of Swaps, Security-Based Swaps, and
Mixed Swaps) and Rule 3a68-4(c) (Process for Determining Regulatory
Treatment for Mixed Swaps), OMB Control Number 3235-0685, Supporting
Statement A (December 23, 2021), available at https://omb.report/icr/202112-3235-018/doc/117438500.pdf.
    \492\ See supra section VI(E).
    \493\ The Commission preliminarily believes that the
establishment of a registration regime and listing procedures for
SBSEFs could affect the distribution, but likely not the total
number, of requests for joint interpretations under Rule 3a68-2 of
the SEA. SBS products may be developed in the bilateral market
before they are listed on SBSEFs, and there are incentives to
resolving jurisdictional issues before they can develop traction in
the market. Accordingly, requests for a joint interpretation under
Rule 3a68-2 could occur before such products are listed by an SBSEF,
and such requests are already considered in the approved PRA burden
estimates for Rule 3a68-2.
    \494\ 1.25 hours = 1 (number of responses per year per
respondent) x 0.25 hours (burden per response) x 5 (number of
respondents).
---------------------------------------------------------------------------

4. Aggregate Burdens for Rules Modelled After CFTC Rules Other Than
Parts 37 and 40
    The proposed rules similar to rules of the CFTC other than part 37
and part 40 are proposed Rules 811(d), 816(e), 819(h), 819(i), 819(j),
819(k), 826(f), and 834. These proposed rules generate various
categories of burdens for SBSEFs or market participants.
a. Rule 811(d)
    Section 1.60 of the CFTC's rules requires a SEF to provide the CFTC
with copies of any legal proceeding to which it is a party, or to which
its property or assets is subject.
    Paragraph (d) of proposed Rule 811 would adapt paragraphs (a), (c),
and (e) of Sec.  1.60 to apply to SBSEFs. Paragraph (d)(1) would
require an SBSEF to provide the Commission a copy of the complaint, any
dispositive or partially dispositive decision, any notice of appeal
filed concerning such decision, and such further documents as the
Commission may thereafter request filed in any material legal
proceeding to which the SBSEF is a party or its property or assets is
subject. Paragraph (d)(2) would require an SBSEF to provide notices of
similar actions against any officer, director, or other official of the
SBSEF from conduct in such person's capacity as an official of the
SBSEF alleging violations of certain enumerated actions.
    The Commission preliminarily estimates that an SBSEF would provide
the information required by proposed Rule 811(d) once per year, and
that each submission would take 0.20 hours. Thus, the Commission
preliminarily estimates that the aggregate ongoing annual burden for
all SBSEFs to comply with requests for documents or information
pursuant to proposed Rule 811(d) would be 1 hour.\495\ The Commission
is basing its estimate on the CFTC estimate included in its submission
to OMB for Sec.  1.60 of the CFTC's rules, for which the CFTC estimated
that each of the 79 entities to which the rule applies makes, on
average, one submission of documents to the Commission per year. The
CFTC further estimated that the time required to prepare one submission
is approximately 0.20 hour, totaling 15.8 hours (79 x 0.20)
annually.\496\
---------------------------------------------------------------------------

    \495\ 1 (number of responses per year per respondent) x 0.20
hours (burden per response) x 5 (number of respondents) = 1 hour.
    \496\ See OMB, Supporting Statement for New and Revised
Information Collections: OMB Control Number 3038-0033 (August 23,
2018), available at https://omb.report/icr/201808-3038-004/doc/85625801.pdf.
---------------------------------------------------------------------------

    For PRA purposes, the Commission preliminarily believes that it is
reasonable to apply the CFTC's approach to proposed Rule 811(d). The
Commission believes that this work, should it be required, would be
conducted internally. The Commission solicits comment as to the
accuracy of these estimates.
b. Rule 819(h)
    Paragraph (h) of proposed Rule 819 generally would prohibit persons
who are employees of an SBSEF, or who otherwise might have access to
confidential information because of their role with the SBSEF, from
improperly utilizing that information. Proposed Rule 819(h) is modelled
on Sec.  1.59 of the CFTC's rules. The Commission does not believe that
this proposed rule would result in a paperwork burden.
c. Rule 819(i)
    Paragraph (i) of proposed Rule 819 would bar persons with specified
disciplinary histories from serving on the governing board or
committees of an SBSEF, and impose certain other duties on the SBSEF
associated with that fundamental requirement. Proposed Rule 819(i) is
modelled on Sec.  1.63 of the CFTC's rules.

    The Commission preliminarily estimates that an SBSEF would provide
the information required by proposed Rule 819(i) once per year, and
that each submission would take 79.83 hours. Thus, the Commission
preliminarily estimates that the aggregate ongoing annual burden for
all SBSEFs to comply with proposed Rule 819(i) would be 399.15
hours.\497\ The Commission is basing its estimate on the one that the
CFTC included in its submission to OMB for its adoption of Sec.  1.63,
where the CFTC estimated that each respondent would make, on average,
one submission to the CFTC per year. The CFTC further estimated that
the time required to prepare one submission is approximately 79.83
hours.\498\
---------------------------------------------------------------------------

    \497\ 1 (number of responses per year per respondent) x 79.83
hours (burden per response) x 5 (number of respondents) = 399.15
hours.
    \498\ See CFTC, Service on Self-Regulatory Organization
Governing Boards or Committees by Persons with Disciplinary
Histories (February 27, 1990), 55 FR 7884, 7890 (March 6, 1990)
(final rule PRA for Sec.  1.63).
---------------------------------------------------------------------------

    For PRA purposes, the Commission preliminarily believes that it is
reasonable to apply the CFTC's approach to proposed Rule 819(i), and
that this work would be conducted internally. The Commission solicits
comment as to the accuracy of these estimates.
d. Rule 819(j)
    Paragraph (j) of proposed Rule 819 is modelled on Sec.  1.67 of the
CFTC's rules. Rule 819(j)(1) would provide that, upon any final
disciplinary action in which an SBSEF finds that a member has committed
a rule violation that involved a transaction for a customer, whether
executed or not, and that resulted in financial harm to the customer,
the SBSEF must promptly provide written notice of the disciplinary
action to the member.
    The Commission preliminarily estimates that an SBSEF would need 0.5
hours to prepare a notice and provide it to a member. This estimate is
based on a previous Commission estimate for the time that it would take
to prepare and submit a simple notice.\499\ The Commission estimates
that these notices would occur once per year at each SBSEF, resulting
in an aggregate ongoing annual burden to comply with proposed Rule
819(j) of 2.5 hours.\500\ The Commission believes that this work,
should it be required, would be conducted internally. The Commission
solicits comment as to the accuracy of these estimates.
---------------------------------------------------------------------------

    \499\ Proposed Rule 819(j) would not address any of the
requirements or process concerning taking final disciplinary
actions; it merely would require that a notice be provided. A
provision of Regulation SCI, Rule 1000(b)(4)(i), also requires
providing a simple notice and the Commission estimated that it would
take 0.5 hours to prepare and such a notice. See Regulation Systems
Compliance and Integrity; Final Rule, SEA Release No. 73639
(November 19, 2014), 79 FR 72251, 72381 (December 5, 2014).
    \500\ 2.5 hours (0.5 hours of in-house counsel time) x (1
responses per year) x (5 respondents). The once per year estimate is
based on a previous CFTC estimate included in its submission to OMB
for Sec.  1.67 along with other rules.
---------------------------------------------------------------------------

e. Rule 819(k)
    Paragraph (k) of proposed Rule 819 would require non-U.S. persons
who trade on an SBSEF to have an agent for service process, which could
be an agent of its own choosing or, by default, the SBSEF. Proposed
Rule 819(k) is modelled on provisions of Sec.  15.05 of the CFTC's
rules that apply to SEFs. The Commission does not believe that this
proposed rule would result in a paperwork burden.
f. Rule 826(f)
    Proposed Rule 826(f) is modelled on Sec.  1.37(c) and would require
an SBSEF to keep a record in permanent form, which shall show the true
name, address, and principal occupation or business of any non-U.S.
member that executes transactions on the SBSEF and must, upon request,
provide to the Commission information regarding the name of any person
guaranteeing such transactions or exercising any control over the
trading of such non-U.S. member.
    The Commission preliminarily estimates that each SBSEF would need
to update information required by Rule 826(f) once per year and that
each submission would take 0.4 hours. Thus, the Commission
preliminarily estimates that the aggregate ongoing annual burden for
all SBSEFs to comply with requests for documents or information
pursuant to proposed Rule 826(f) would be 2 hours.\501\ The Commission
is basing its estimate on the estimate included by the CFTC in its
submission to OMB regarding Sec.  1.37(c), where the CFTC estimated
that it would take a SEF 0.4 hours to prepare each record in accordance
with Sec.  1.37(c).
---------------------------------------------------------------------------

    \501\ 1 (number of responses per year per respondent) x 0.40
hours (burden per response) x 5 (number of respondents) = 2 hours.
---------------------------------------------------------------------------

    For PRA purposes, the Commission preliminarily believes that it is
reasonable to apply the CFTC's approach to proposed Rule 826(f). The
Commission believes that this work, should it be required, would be
conducted internally. The Commission solicits comment as to the
accuracy of these estimates.
g. Rule 834
    Proposed Rule 834 of Regulation SE would implement section 765 of
the Dodd-Frank Act with respect to SBSEFs and SBS exchanges and, in
addition, adapt certain CFTC rules that are designed to mitigate
conflicts of interest at SEFs (and other CFTC-registered entities).
Proposed Rule 834 would provide that each SBSEF and SBS exchange must
create and maintain rules to mitigate conflicts of interest between
SBSEFs and SBS exchanges and their members, including by prohibiting
members from owning 20% or more of the voting rights of an SBSEF or SBS
exchange and from exercising disproportionate influence in disciplinary
proceedings. Proposed Rule 834 also would require each SBSEF and SBS
exchange to submit to the Commission after every governing board
election a list of each governing board's members, the groups they
represent, and how the composition of the board complies with the
requirements of Rule 834. Establishing such rules and submitting such
lists to the Commission would result in a paperwork burden for SBSEFs
and SBS exchanges.
    The Commission preliminarily estimates that proposed Rules 834(b)
and (c) together would have an initial, one-time paperwork burden of 15
hours per entity associated with drafting and implementing any such
rules, for an aggregate one-time paperwork burden of 120 hours.\502\
Proposed Rules 834(b) and (c) are substantially similar to proposed
Rule 702(c) of Regulation MC.\503\ In its PRA analysis for proposed
Rule 702(c), the Commission estimated that there would be a one-time
paperwork burden of 15 hours per entity associated with drafting and
implementation of any such rules by each SBSEF or SBS exchange.\504\
---------------------------------------------------------------------------

    \502\ 1 (number of responses per respondent) x 15 hours (burden
per response) x 8 (5 SBSEFs + 3 SBS exchanges) = 120 hours.
    \503\ Regulation MC Proposal, 75 FR at 65916.
    \504\ See id.
---------------------------------------------------------------------------

    Additionally, the Commission preliminarily estimates that proposed
Rule 834(d), proposed Rule 834(e), and proposed Rule 834(f), combined,
would result in an aggregate ongoing annual paperwork burden of 10
hours.\505\ Proposed Rules 834(d), (e), and (f) are substantially
similar to proposed Rule 702(h) in Regulation MC in 2010 \506\ and CFTC
Sec.  1.64(c)(4), CFTC Sec.  1.64(b), and CFTC Sec.  1.64(d),
respectively. The Commission is basing its estimate on the

CFTC's estimate that Rules 1.41(d),\507\ 1.63, 1.64, and 1.67 would
result in an average annual paperwork burden of 1.25 hours per response
that was included in its submission to OMB.\508\
---------------------------------------------------------------------------

    \505\ 10 hours = 1 (number of responses per respondent) x 1.25
hours (burden per response) x 8 (number of SBSEF + SBS exchange
respondents).
    \506\ Regulation MC Proposal, 75 FR at 65932.
    \507\ While Sec.  1.41(d) created an exemption from the
requirements of section 5a(a)(12)(A) of the CEA for contract market
rules not related to terms and conditions, the CFTC did not break
out the portion of the burden hours for which this amendment is
responsible. Therefore, to be conservative, the Commission is
including it in its estimate for the burden hours of proposed Rules
834(d), (e), and (f).
    \508\ See 58 FR 37644, 37653.
---------------------------------------------------------------------------

    The Commission preliminarily estimates that proposed Rule 834(g)
would have an aggregate ongoing annual burden of 16 hours.\509\
Proposed Rule 834(g) is substantially similar to Sec.  1.69 of the
CFTC's rules, and the Commission is basing its estimate on the CFTC's
estimate for Sec.  1.69 of 2 hours per response that was included in
its submission to OMB.\510\
---------------------------------------------------------------------------

    \509\ 16 hours = 1 (number of responses per respondent) x 2
hours (burden per response) x 8 (number of SBSEF + SBS exchange
respondents).
    \510\ See 64 FR at 16, 22.
---------------------------------------------------------------------------

    The Commission does not believe that proposed Rule 834(h) would
result in a paperwork burden not already included in the above
estimates. Proposed Rule 834(h) collates into a single rule the
requirements for an SBSEF to file rules to comply with proposed Rule
834. As it has already described the paperwork burdens of proposed
Rules 834(b) through (g), the Commission does not believe that proposed
Rule 834(h) would result in a separate paperwork burden not already
included above. Thus, the total aggregate ongoing annual burden is
estimated at 26 hours.\511\
---------------------------------------------------------------------------

    \511\ 26 hours = 10 hours (from the second sentence of proposed
Rules 834(d), 834(e), and 834(f)) + 16 hours (from proposed Rule
834(g)) + 0 hours (from proposed Rule 834(h).
---------------------------------------------------------------------------

5. Miscellaneous Burdens
a. Rule 833
    Proposed Rule 833 would describe how exemptions could be obtained
for foreign SBS trading venues from the SEA definitions of
``exchange,'' ``security-based swap execution facility,'' and
``broker'' and how SBS executed on a foreign trading venue could become
exempt from the SEA's trade execution requirement. Based on the CFTC's
experience in the SEF market,\512\ the Commission preliminarily
estimates that there would be three requests for an exemption order
under either or both paragraphs (a) and (b) of Rule 833 in the first
year and 2 requests in each subsequent year; and that each submission
would require an initial, one-time burden of 80 hours. Once an
exemption has been granted to an applicant, no further action is
required. The Commission preliminarily estimates the burden to submit
an exemption request under one or both paragraphs of proposed Rule 833
would be 240 hours in the first year \513\ and 160 hours in each
subsequent year.\514\ The Commission solicits comment as to the
accuracy of these estimates.
---------------------------------------------------------------------------

    \512\ See supra note 244.
    \513\ 240 hours (80 hours of in-house counsel time) x (3
respondents).
    \514\ 160 hours (80 hours of in-house counsel time) x (2
respondents). This estimate is informed by Rule 908(c) of the
Commission's Regulation SBSR, which sets forth the requirements
surrounding requests under which regulatory reporting and public
dissemination of SBS transactions can be satisfied by complying with
the rules of a foreign jurisdiction rather than the parallel rules
applicable in the United States. The materials necessary to support
such a request under Rule 908(c) are broadly similar to the
materials necessary to support a request for an exemption order
under one or both paragraphs of proposed Rule 833. The Commission
estimated that the burden of a request under Rule 908(c) would be 80
hours of in-house counsel time; therefore, the Commission
preliminarily estimates that burden for submitting documents and
information in support of a request for an exemption order under
Rule 833 would be the same.
---------------------------------------------------------------------------

b. Rule 835
    Proposed Rule 835 would provide that, if an SBSEF issues a final
disciplinary action against a member, takes final action with respect
to a denial or conditioning membership, or takes final action with
respect to a denial or limitation of access of a person to any services
offered by the SBSEF, the SBSEF shall file a notice of such action with
the Commission within 30 days and serve a copy on the affected person.
    The Commission preliminarily estimates that it would take 0.5 hours
to prepare this notice and provide it to the Commission and the
affected person. This estimate is based on a previous Commission
estimate for the time that it would take to prepare and submit a simple
notice.\515\ The Commission preliminarily believes that it would take
an additional 0.25 hours to create and serve a copy of that notice on
the affected person. The Commission estimates that these notices would
occur once per month at each SBSEF, resulting in an aggregate annual
burden to comply with proposed Rule 835 of 45 hours.\516\ The
Commission believes that this work, should it be required, would be
conducted internally. The Commission solicits comment as to the
accuracy of these estimates.
---------------------------------------------------------------------------

    \515\ A provision of Regulation SCI, Rule 1000(b)(4)(i), also
requires providing a simple notice and the Commission estimated that
it would take 0.5 hours to prepare and such a notice. See Regulation
Systems Compliance and Integrity; Final Rule, SEA Release No. 73639
(November 19, 2014), 79 FR 72251, 72381 (December 5, 2014).
    \516\ 45 hours (0.75 hours of in-house counsel time) x (12
responses per year) x (5 respondents).
---------------------------------------------------------------------------

6. Total Paperwork Burden Under Proposed Regulation SE
    Based on the foregoing, the Commission preliminarily estimates that
the total one-time burden for all SBSEFs, persons that seek an
exemption order under proposed Rule 833, and SBS exchanges combined
pursuant to the requirements under Regulation SE is equal to 1,995
hours. The Commission preliminarily estimates that annual ongoing
burden for all SBSEFs, persons that seek an exemption order under
proposed Rule 833, and SBS exchanges combined pursuant to the
requirements under Regulation SE is equal to 2,711.9 hours.
---------------------------------------------------------------------------

    \517\ Three respondents in the first year and then two each
subsequent year.

                                        Summary of Aggregate Burden Hours
----------------------------------------------------------------------------------------------------------------
                                       Burden hours
     Proposed rule or provision       per respondent      One-time or ongoing       Respondents     Total hours
----------------------------------------------------------------------------------------------------------------
Registration (Rule 803, Form SBSEF).             295  One-Time..................               5           1,475
Rules modelled on CFTC part 37                   387  Ongoing...................               5           1,935
 (other than registration).
Rule and product filing processes                 60  Ongoing...................               5             300
 (Rules 804 through 807).
809.................................            0.25  Ongoing...................               5            1.25
811(d)..............................             0.2  Ongoing...................               5               1
819(i)..............................           79.83  Ongoing...................               5          399.15
819(j)..............................             0.5  Ongoing...................               5             2.5
826(f)..............................             0.4  Ongoing...................               5               2
833.................................              80  One-Time..................     \517\ 3 & 2       240 & 160

834(b) through (c)..................              15  One-Time..................               8             120
834(d) through (g)..................            3.25  Ongoing...................               8              26
835.................................               9  Ongoing...................               5              45
----------------------------------------------------------------------------------------------------------------

E. Collection of Information Is Mandatory

    The collections of information imposed on SBSEFs throughout
Regulation SE would be mandatory for registered SBSEFs. The collection
of information with respect to proposed Rule 833 would be mandatory for
persons that seek an exemption order under Rule 833. The collection of
information with respect to proposed Rule 834 would be mandatory for
SBS exchanges.

F. Responses to Collection of Information Will Not Be Confidential

    The collection of information required under Regulation SE would
generally not be kept confidential, unless confidential treatment is
requested and granted by the Commission pursuant to Rule 24b-2 under
the SEA.

G. Retention Period of Recordkeeping Requirements

    Although recordkeeping and retention requirements have not yet been
established for SBSEFs, the Commission is authorized to adopt such
rules under section 3D of the SEA. Proposed Rule 826 under Regulation
SE would implement section 3D(d)(9) of the SEA to require an SBSEF to
maintain records, for a minimum of five years, of all activities
relating to the business of the SBSEF, including a complete audit
trail.

H. Request for Comment

    The Commission solicits comment on all aspects of its PRA estimates
regarding the above, particularly the following:
    221. Please provide any data or analysis bearing on whether the
proposed collection of information is necessary for the proper
performance of the functions of the agency, including whether the
information shall have practical utility.
    222. Do you believe that the Commission's estimate of the burden of
the proposed collections of information is accurate? Why or why not? If
not, what aspects (in your view) require adjustment? To the extent
possible, please provide data to support your contention.
    223. Do you believe that there are ways to enhance the quality,
utility, and clarity of the information proposed to be collected? If
so, please describe.
    224. Do you believe that there are ways to minimize the burden of
collection of information on respondents, including through the use of
automated collection techniques or other forms of information
technology? If so, please describe.
    225. Do you believe that the proposed rules and amendments would
have any effects on any other collection of information not previously
identified in this section? If so, please describe and quantify to the
extent feasible.
    Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits
comments to: (1) Evaluate whether the proposed collection of
information is necessary for the proper performance of the functions of
the Commission, including whether the information will have practical
utility; (2) evaluate the accuracy of the Commission's estimate of the
burden of the proposed collection of information; (3) determine whether
there are ways to enhance the quality, utility, and clarity of the
information to be collected; and (4) determine whether there are ways
to minimize the burden of the collection of information on those who
are to respond, including through the use of automated collection
techniques or other forms of information technology. Persons wishing to
submit comments on the collection of information requirements should
direct them to the OMB Desk Officer for the Securities and Exchange
Commission, [email protected], and should send
a copy to Vanessa A. Countryman, Secretary, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549-1090 with reference
to File No. S7-14-22. OMB is required to make a decision concerning the
collection of information between 30 and 60 days after publication;
therefore, a comment to OMB is best assured of having its full effect
if OMB receives it within 30 days of publication. Requests for the
materials submitted to OMB by the Commission with regard to this
collection of information should be in writing, refer to File No. S7-
14-22, and be submitted to the Securities and Exchange Commission,
Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736. As
OMB is required to make a decision concerning the collection of
information between 30 and 60 days after publication, a comment to OMB
is best assured of having its full effect if OMB receives it within 30
days of publication.

XXI. Regulatory Flexibility Act Certification

    The Regulatory Flexibility Act (``RFA'') \518\ requires Federal
agencies, in promulgating rules, to consider the impact of those rules
on small entities. Section 603(a) of the Administrative Procedure
Act,\519\ as amended by the RFA, generally requires the Commission to
undertake a regulatory flexibility analysis of all proposed rules, or
proposed rule amendments, to determine the impact of such rulemaking on
``small entities.'' \520\ Section 605(b) of the RFA states that this
requirement shall not apply to any proposed rule or proposed rule
amendment which, if adopted, would not have a significant economic
impact on a substantial number of small entities.\521\
---------------------------------------------------------------------------

    \518\ 5 U.S.C. 601 et seq.
    \519\ 5 U.S.C. 603(a).
    \520\ Although section 601(b) of the RFA defines the term
``small entity,'' the statute permits agencies to formulate their
own definitions. The Commission has adopted definitions for the term
``small entity'' for the purposes of Commission rulemaking in
accordance with the RFA. Those definitions, as relevant to this
proposed rulemaking, are set forth in Rule 0-10 under the SEA, 17
CFR 240.0-10. See SEA Release No. 18452 (January 28, 1982), 47 FR
5215 (February 4, 1982) (File No. AS-305).
    \521\ See 5 U.S.C. 605(b).
---------------------------------------------------------------------------

A. SBSEFs

    Most of proposed Regulation SE, and the related rules and rule
amendments, would apply to registered SBSEFs (or entities that are
seeking to register with the Commission as SBSEFs). In the Dodd-Frank
Act, Congress defined SBSEFs as a new type of trading venue for SBS and
mandated the registration of these entities. Based on its understanding
of the market, and review of and consultation with industry sources,
the Commission preliminarily estimates that five entities will seek to

register as SBSEFs and thus would be subject to Regulation SE and the
related rules and rule amendments.
    For purposes of Commission rulemaking in connection with the RFA, a
small entity includes: (1) When used with reference to an ``issuer'' or
a ``person,'' other than an investment company, an ``issuer'' or
``person'' that, on the last day of its most recent fiscal year, had
total assets of $5 million or less; \522\ or (2) a broker-dealer with
total capital (net worth plus subordinated liabilities) of less than
$500,000 on the date in the prior fiscal year as of which its audited
financial statements were prepared pursuant to Rule 17a-5(d) under the
SEA,\523\ or, if not required to file such statements, a broker-dealer
with total capital (net worth plus subordinated liabilities) of less
than $500,000 on the last business day of the preceding fiscal year (or
in the time that it has been in business, if shorter); and is not
affiliated with any person (other than a natural person) that is not a
small business or small organization.\524\ Under the standards adopted
by the Small Business Administration (``SBA''), entities in financial
investments and related activities \525\ are considered small entities
if they have $41.5 million or less in annual receipts.
---------------------------------------------------------------------------

    \522\ See 17 CFR 240.0-10(a).
    \523\ 17 CFR 240.17a-5(d).
    \524\ See 17 CFR 240.0-10(c).
    \525\ These entities would include firms involved in investment
banking and securities dealing; securities brokerage; commodity
contracts dealing; commodity contracts brokerage; securities and
commodity exchanges; portfolio management; investment advice; trust,
fiduciary and custody activities; miscellaneous intermediation; and
miscellaneous financial investment activities. See SBA's Table of
Small Business Size Standards, Subsector 523.
---------------------------------------------------------------------------

    The Commission preliminarily believes that most, if not all, SBSEFs
would be large business entities or subsidiaries of large business
entities, and that every SBSEF (or its parent entity) would have assets
in excess of $5 million and annual receipts in excess of $41,500,000.
Therefore, the Commission preliminarily believes that none of the
potential SBSEFs would be considered small entities.

B. Persons Requesting an Exemption Order Pursuant to Rule 833

    Proposed Rule 833 would describe how foreign SBS trading venues
could become exempt from the SEA definitions of ``exchange,''
``security-based swap execution facility,'' and ``broker'' and how SBS
executed on a foreign trading venue could become exempt from the SEA's
trade execution requirement. Based on the fact that the CFTC has
granted similar exemptions with respect to three foreign
jurisdictions,\526\ the Commission preliminarily estimates that there
would be three requests under one or both paragraphs of proposed Rule
833 in the first year and two in each subsequent year. These requests
would likely be submitted by foreign SBS trading venues, foreign
authorities that license and regulate those trading venues, or covered
persons (as defined in proposed Rule 832) who are members of such
trading venues.
---------------------------------------------------------------------------

    \526\ See supra note 244.
---------------------------------------------------------------------------

    Based on the Commission's existing information about the SBS
market, the Commission preliminarily believes that no person likely to
request an exemption order pursuant to proposed Rule 833 would be
considered a small entity. The Commission preliminarily believes that
most, if not all, of the persons requesting exemptions would be large
business entities or subsidiaries of large business entities, and on
its own, or through its parent entity, would have assets in excess of
$5 million (or in the case of a broker-dealer, total capital of less
than $500,000) and annual receipts in excess of $41,500,000. Therefore,
the Commission preliminarily believes that they would not be considered
small entities.

C. SBS Exchanges

    Certain rules under proposed Regulation SE would apply to SBS
exchanges. Currently, there are no SBS exchanges. However, the
Commission preliminarily estimates that there could be up to three
entities would be considered SBS exchanges and would thus be subject to
certain requirements of proposed Regulation SE.
    For purposes of Commission rulemaking in connection with the RFA, a
small entity includes, when used with reference to an exchange, an
exchange that has been exempted from the reporting requirements of Rule
601 of Regulation NMS \527\ and is not affiliated with any person
(other than a natural person) that is not a small business or small
organization.\528\ Under the standards adopted by the SBA, entities
involved in financial investments and related activities \529\ are
considered small entities if they have $41.5 million or less in annual
receipts.
---------------------------------------------------------------------------

    \527\ 17 CFR 242.601.
    \528\ See 17 CFR 240.0-10(e).
    \529\ These entities would include firms involved in investment
banking and securities dealing, securities brokerage, commodity
contracts dealing, commodity contracts brokerage, securities and
commodity exchanges, miscellaneous intermediation, portfolio
management, investment advice, trust, fiduciary and custody
activities, and miscellaneous financial investment activities. See
SBA's Table of Small Business Size Standards, Subsector 523.
---------------------------------------------------------------------------

    Based on these definitions and the Commission's existing
information about national securities exchanges, the Commission
preliminarily believes that the entities likely to be considered SBS
exchanges would not be considered small entities. Under the standard
requiring exemption from the reporting requirements of Rule 601 under
the SEA, none of the exchanges subject to the proposed Regulation SE is
a ``small entity'' for the purposes of the RFA. In addition, the
Commission preliminarily believes that any SBS exchange would have
annual receipts in excess of $41,500,000. Therefore, the Commission
preliminarily believes that no potential SBS exchange would be
considered small entities.

D. Certification

    For the foregoing reasons, the Commission certifies that the
proposed rules, form, and cover sheet under Regulation SE and the
related rules and rule amendments, if adopted, would not have a
significant economic impact on a substantial number of small entities
for purposes of the RFA. The Commission invites commenters to address
whether the proposed rules would have a significant economic impact on
a substantial number of small entities, and, if so, what would be the
nature of any impact on small entities. The Commission requests that
commenters provide empirical data to illustrate the extent of the
impact.

XXII. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, (``SBREFA''),\530\ the Commission requests comment on the
potential effect of the proposed Regulation SE, and related proposed
rules and rule amendments under the SEA, on the United States economy
on an annual basis. The Commission also requests comment on any
potential increases in costs or prices for consumers or individual
industries, and any potential effect on competition, investment, or
innovation. Commenters are requested to provide empirical data and
other factual support for their views to the extent possible.
---------------------------------------------------------------------------

    \530\ Public Law 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C., and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

Statutory Authority

    Pursuant to the SEA (particularly Sections 3(b), 3C, 3D, and 36
thereof, 15 U.S.C. 78c, 78c-3, 78c-4, and 78mm,

respectively) and the Dodd-Frank Act (particularly section 765 thereof,
15 U.S.C. 8343), the Commission is proposing to amend Sec. Sec.
201.101, 201.202, 201.210, 201.401, 201.450, 201.460, 232.405, and
240.3a1-1 of chapter II of title 17 of the Code of Federal Regulations
and is proposing new Sec. Sec.  201.442, 201.443, 240.15a-12, and
242.800 through 242.835, as set forth below.

List of Subjects

17 CFR Part 201

    Administrative practice and procedure.

17 CFR Part 232

    Administrative practice and procedure, Confidential business
information, Incorporation by reference, Reporting and recordkeeping
requirements, Securities.

17 CFR Part 240

    Brokers, Dealers, Registration, Securities.

17 CFR 242 and 249

    Brokers, Security-based swap execution facilities, Reporting and
recordkeeping requirements.

    For the reasons stated in the preamble, the Commission is proposing
to amend title 17, chapter II of the Code of the Federal Regulations as
follows:

PART 201--RULES OF PRACTICE

0
1. The authority citation for part 201, subpart D, is revised to read
as follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77h-1, 77j, 77s, 77u,
78c(b), 78c-4, 78d-1, 78d-2, 78l, 78m, 78n, 78o(d), 78o-3, 78s, 78u-
2, 78u-3, 78v, 78w, 77sss, 77ttt, 80a-8, 80a-9, 80a-37, 80a-38, 80a-
39, 80a-40, 80a-41, 80a-44, 80b-3, 80b-9, 80b-11, 80b-12, 7202,
7215, and 7217.

Sec.  201.101   Definitions.

0
2. Amend Sec.  201.101 by adding paragraph (a)(9)(ix) to read as
follows:
* * * * *
    (a) * * *
    (9) * * *
    (ix) By the filing, pursuant to Sec.  201.442, of an application
for review of a determination of a security-based swap execution
facility;
* * * * *
0
3. Amend Sec.  201.202 by revising paragraph (a) to read as follows:

Sec.  201.202  Specification of procedures by parties in certain
proceedings.

    (a) Motion to specify procedures. In any proceeding other than an
enforcement or disciplinary proceeding, a proceeding to review a
determination by a self-regulatory organization pursuant to Sec. Sec.
201.420 and 201.421, a proceeding to review a determination of the
Board pursuant to Sec. Sec.  201.440 and 201.441, or a proceeding to
review a determination by a security-based swap execution facility
pursuant to Sec. Sec.  201.442 and 201.443, a party may, at any time up
to 20 days prior to the start of a hearing, make a motion to specify
the procedures necessary or appropriate for the proceeding with
particular reference to:
    (1) Whether there should be an initial decision by a hearing
officer;
    (2) Whether any interested division of the Commission may assist in
the preparation of the Commission's decision; and
    (3) Whether there should be a 30-day waiting period between the
issuance of the Commission's order and the date it is to become
effective.
* * * * *
0
4. Amend Sec.  201.210 by revising the paragraph (a) heading, paragraph
(a)(1), paragraph (b) heading, paragraph (b)(1), and paragraph (c)
introductory text to read as follows:

Sec.  201.210  Parties, limited participants and amici curiae.

    (a) Parties in an enforcement or disciplinary proceeding, a
proceeding to review a self-regulatory organization determination, a
proceeding to review a Board determination, or a proceeding to review a
determination by a security-based swap execution facility--(1)
Generally. No person shall be granted leave to become a party or a non-
party participant on a limited basis in an enforcement or disciplinary
proceeding, a proceeding to review a determination by a self-regulatory
organization pursuant to Sec. Sec.  201.420 and 201.421, a proceeding
to review a determination by the Board pursuant to Sec. Sec.  201.440
and 201.441, or a proceeding to review a determination by a security-
based swap execution facility pursuant to Sec. Sec.  201.442 and
201.443, except as authorized by paragraph (c) of this section.
* * * * *
    (b) Intervention as party--(1) Generally. In any proceeding, other
than an enforcement proceeding, a disciplinary proceeding, a proceeding
to review a self-regulatory determination, a proceeding to review a
Board determination, or a proceeding to review a security-based swap
execution facility determination, any person may seek leave to
intervene as a party by filing a motion setting forth the person's
interest in the proceeding. No person, however, shall be admitted as a
party to a proceeding by intervention unless it is determined that
leave to participate pursuant to paragraph (c) of this section would be
inadequate for the protection of the person's interests. In a
proceeding under the Investment Company Act of 1940, any representative
of interested security holders, or any other person whose participation
in the proceeding may be in the public interest or for the protection
of investors, may be admitted as a party upon the filing of a written
motion setting forth the person's interest in the proceeding.
* * * * *
    (c) Leave to participate on a limited basis. In any proceeding,
other than an enforcement proceeding, a disciplinary proceeding, a
proceeding to review a self-regulatory determination, a proceeding to
review a Board determination, or a proceeding to review a security-
based swap execution facility determination, any person may seek leave
to participate on a limited basis as a non-party participant as any
matter affecting the person's interests:
* * * * *
0
5. Amend Sec.  201.401 by adding paragraph (f) to read as follows:

Sec.  201.401  Consideration of stays.

* * * * *
    (f) Lifting of stay of action by a security-based swap execution
facility--(1) Availability. Any person aggrieved by a stay of action by
a security-based swap execution facility entered in accordance with
Sec.  201.442(c) may make a motion to lift the stay. The Commission
may, at any time, on its own motion determine whether to lift the
automatic stay.
    (2) Summary action. The Commission may lift a stay summarily,
without notice and opportunity for hearing.
    (3) Expedited consideration. The Commission may expedite
consideration of a motion to lift a stay of action by a security-based
swap execution facility, consistent with the Commission's other
responsibilities. Where consideration is expedited, persons opposing
the lifting of the stay may file a statement in opposition within two
days of service of the motion requesting lifting of the stay unless the
Commission, by written order, shall specify a different period.
0
6. Add Sec.  201.442 to read as follows:

Sec.  201.442   Appeal of determination by security-based swap
execution facility.

    (a) Application for review; when available. An application for
review by the Commission may be filed by any person who is aggrieved by
a determination of a security-based swap execution facility with
respect to any:

    (1) Final disciplinary action, as defined in Sec.  240.835(b)(1);
    (2) Final action with respect to a denial or conditioning of
membership, as defined in Sec.  240.835(b)(2); or
    (3) Final action with respect to a denial or limitation of access
to any service offered by the security-based swap execution facility,
as defined in Sec.  240.835(b)(2).
    (b) Procedure. An aggrieved person may file an application for
review with the Commission pursuant to Sec.  201.151 within 30 days
after the notice filed with the Commission pursuant to Sec.  242.835 by
the security-based swap execution facility of the determination is
received by the aggrieved person. The aggrieved person shall serve the
application on the security-based swap execution facility at the same
time. The application shall identify the determination complained of,
set forth in summary form a statement of alleged errors in the action
and supporting reasons therefor, and state an address where the
applicant can be served. The application should not exceed two pages in
length. If the applicant will be represented by a representative, the
application shall be accompanied by the notice of appearance required
by Sec.  201.102(d). Any exception to an action not supported in an
opening brief that complies with Sec.  201.450(b) may, at the
discretion of the Commission, be deemed to have been waived by the
applicant.
    (c) Stay of determination. Filing an application for review with
the Commission pursuant to paragraph (b) of this section operates as a
stay of the security-based swap execution facility's determination,
unless the Commission otherwise orders either pursuant to a motion
filed in accordance with Sec.  201.401(f) or upon its own motion.
    (d) Certification of the record; service of the index. Within 14
days after receipt of an application for review, the security-based
swap execution facility shall certify and file electronically in the
form and manner specified by the Office of the Secretary one unredacted
copy of the record upon which it took the complained-of action.
    (1) The security-based swap execution facility shall file
electronically with the Commission one copy of an index of such record
in the form and manner specified by the Commission, and shall serve one
copy of the index on each party. If such index contains any sensitive
personal information, as defined in paragraph (d)(2) of this section,
the security-based swap execution facility also shall file
electronically with the Commission one redacted copy of such index,
subject to the requirements of paragraph (d)(2).
    (2) Sensitive personal information includes a Social Security
number, taxpayer identification number, financial account number,
credit card or debit card number, passport number, driver's license
number, State-issued identification number, home address (other than
city and State), telephone number, date of birth (other than year),
names and initials of minor children, as well as any unnecessary health
information identifiable by individual, such as an individual's medical
records. Sensitive personal information shall not be included in, and
must be redacted or omitted from, all filings.
    (i) Exceptions. The following information may be included and is
not required to be redacted from filings:
    (A) The last four digits of a financial account number, credit card
or debit card number, passport number, driver's license number, and
State-issued identification number;
    (B) Home addresses and telephone numbers of parties and persons
filing documents with the Commission; and
    (C) Business telephone numbers.
    (ii) [Reserved]
    (e) Certification. Any filing made pursuant to this section, other
than the record upon which the action complained of was taken, must
include a certification that any information described in paragraph
(d)(2) of this section has been omitted or redacted from the filing.
0
7. Add Sec.  201.443 to read as follows:

Sec.  201.443   Commission consideration of security-based swap
execution facility determinations.

    (a) Commission review other than pursuant to an application for
review. The Commission may, on its own initiative, order review of any
determination by a security-based swap execution facility that could be
subject to an application for review pursuant to Sec.  201.442(a)
within 40 days after the security-based swap execution facility
provided notice to the Commission thereof.
    (b) Supplemental briefing. The Commission may at any time before
issuing its decision raise or consider any matter that it deems
material, whether or not raised by the parties. The Commission will
give notice to the parties and an opportunity for supplemental briefing
with respect to issues not briefed by the parties where the Commission
believes that such briefing could significantly aid the decisional
process.
0
8. Amend Sec.  201.450, by redesignating paragraphs (a)(2)(iv) and
(a)(2)(v) as paragraphs (a)(2)(v) and (a)(2)(vi) and adding new
paragraph (a)(2)(iv).
    The addition reads as follows:

Sec.  201.450   Briefs filed with the Commission.

* * * * *
    (a) * * *
    (2) * * *
    (iv) Receipt by the Commission of an index to the record of a
determination by a security-based swap execution facility filed
pursuant to Sec.  201.442(d).
* * * * *
0
9. Amend Sec.  201.460 by adding paragraph (a)(4) to read as follows:

Sec.  201.460   Record before the Commission.

* * * * *
    (a) * * *
    (4) In a proceeding for final decision before the Commission
reviewing a determination of a security-based swap execution facility,
the record shall consist of:
    (i) The record certified pursuant to Sec.  201.442(d) by the
security-based swap execution facility;
    (ii) Any application for review; and
    (iii) Any submissions, moving papers, and briefs filed on appeal or
review.
* * * * *

PART 232--GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS

0
10. The general authority citation for part 232 continues to read as
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *
0
11. Amend Sec.  232.405 by:
0
a. Revising the introductory text and paragraphs (a)(2) and (4);
0
b. Adding paragraph (b)(1)(iii); and
0
c. Revising Note 1 to Sec.  232.405.
    The revisions and addition read as follows:

Sec.  232.405   Interactive Data File submissions.

    This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), paragraph (101) of Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Form F-10 (Sec.
239.40 of this chapter), paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec.  249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (Sec.  249.240f of this
chapter), paragraph C.(6) of the General Instructions to Form 6-K
(Sec.  249.306 of this chapter), General Instruction C.3.(g)

of Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec.  239.17a
and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4
(Sec. Sec.  239.17b and 274.11c of this chapter), General Instruction
C.3.(h) of Form N-6 (Sec. Sec.  239.17c and 274.11d of this chapter),
General Instruction C.4 of Form N-CSR (Sec. Sec.  249.331 and 274.128
of this chapter), Rules 803(b)(1)(i), 803(b)(3), 803(e), 804(a)(1),
805(a)(1), 806(a)(1), 807(a)(1), 807(d), 829(g)(6), and 831(j)(2) of
Regulation SE (Sec. Sec.  242.803 through 807, 829, and 831 of this
chapter), Registration Instructions to Form SBSEF (Sec.  249.2001 of
this chapter), and Instruction A to the Security-Based Swap Execution
Facility Submission Cover Sheet (Sec.  249.2002 of this chapter)
specify when electronic filers are required or permitted to submit an
Interactive Data File (Sec.  232.11), as further described in note 1 to
this section. This section imposes content, format, and submission
requirements for an Interactive Data File, but does not change the
substantive content requirements for the financial and other
disclosures in the Related Official Filing (Sec.  232.11).
    (a) * * *
    (2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Form F-10 (Sec.  239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec.  249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec.  249.306 of this chapter),
General Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and
274.11A of this chapter), General Instruction I of Form N-2 (Sec. Sec.
239.14 and 274.11a-1 of this chapter), General Instruction C.3.(h) of
Form N-3 (Sec. Sec.  239.17a and 274.11b of this chapter), General
Instruction C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c of this
chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.  239.17c
and 274.11d of this chapter), General Instruction C.4 of Form N-CSR
(Sec. Sec.  249.331 and 274.128 of this chapter), Rules 803(b)(1)(i),
803(b)(3), 803(e), 804(a)(1), 805(a)(1), 806(a)(1), 807(a)(1), 807(d),
829(g)(6), and 831(j)(2) of Regulation SE (Sec. Sec.  242.803 through
242.807, 242.829, and 242.831 of this chapter), Registration
Instructions to Form SBSEF (Sec.  249.2001 of this chapter), and
Instruction A to the Security-Based Swap Execution Facility Submission
Cover Sheet (Sec.  249.2002 of this chapter), as applicable;
* * * * *
    (4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, Item 601(b)(101) of Regulation S-K (Sec.  229.601(b)(101)
of this chapter), paragraph (101) of Part II--Information Not Required
to be Delivered to Offerees or Purchasers of Form F-10 (Sec.  239.40 of
this chapter), paragraph 101 of the Instructions as to Exhibits of Form
20-F (Sec.  249.220f of this chapter), paragraph B.(15) of the General
Instructions to Form 40-F (Sec.  249.240f of this chapter), paragraph
C.(6) of the General Instructions to Form 6-K (Sec.  249.306 of this
chapter), General Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A
and 274.11A of this chapter), General Instruction I of Form N-2
(Sec. Sec.  239.14 and 274.11a-1 of this chapter), General Instruction
C.3.(h) of Form N-3 (Sec. Sec.  239.17a and 274.11b of this chapter),
General Instruction C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c
of this chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.
239.17c and 274.11d of this chapter), General Instruction C.4 of Form
N-CSR (Sec. Sec.  249.331 and 274.128 of this chapter), Rules
803(b)(1)(i), 803(b)(3), 803(e), 804(a)(1), 805(a)(1), 806(a)(1),
807(a)(1), 807(d), 829(g)(6), and 831(j)(2) of Regulation SE
(Sec. Sec.  242.803 through 242.807, 242.829, and 242.831 of this
chapter), Registration Instructions to Form SBSEF (Sec.  249.2001 of
this chapter), or Instruction A to the Security-Based Swap Execution
Facility Submission Cover Sheet (Sec.  249.2002 of this chapter), as
applicable.
    (b) * * *
    (1) * * *
    (iii) For electronic filers subject to Regulation SE (Sec. Sec.
242.800 et seq.), the content of documents required to be filed
electronically under Rules 803(b)(1)(i), 803(b)(3), 803(e), 804(a)(1),
805(a)(1), 806(a)(1), 807(a)(1), 807(d), 829(g)(6), and 831(j)(2) of
Regulation SE (Sec. Sec.  242.803 through 807, 829, and 831 of this
chapter), Registration Instructions to Form SBSEF (Sec.  249.2001 of
this chapter), and Instruction A to the Security-Based Swap Execution
Facility Submission Cover Sheet (Sec.  249.2002 of this chapter), as
applicable.
* * * * *

    Note 1 to Sec.  232.405:  Section 229.601(b)(101) of this
chapter (Item 601(b)(101) of Regulation S-K) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Sec.  239.11 of this chapter (Form S-1), Sec.
239.13 of this chapter (Form S-3), Sec.  239.25 of this chapter
(Form S-4), Sec.  239.18 of this chapter (Form S-11), Sec.  239.31
of this chapter (Form F-1), Sec.  239.33 of this chapter (Form F-3),
Sec.  239.34 of this chapter (Form F-4), Sec.  249.310 of this
chapter (Form 10-K), Sec.  249.308a of this chapter (Form 10-Q), and
Sec.  249.308 of this chapter (Form 8-K). Paragraph (101) of Part
II--Information not Required to be Delivered to Offerees or
Purchasers of Sec.  239.40 of this chapter (Form F-10) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form F-10. Paragraph 101 of the Instructions as to
Exhibits of Sec.  249.220f of this chapter (Form 20-F) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form 20-F. Paragraph B.(15) of the General
Instructions to Sec.  249.240f of this chapter (Form 40-F) and
Paragraph C.(6) of the General Instructions to Sec.  249.306 of this
chapter (Form 6-K) specify the circumstances under which an
Interactive Data File must be submitted and the circumstances under
which it is permitted to be submitted, with respect to Sec.
249.240f of this chapter (Form 40-F) and Sec.  249.306 of this
chapter (Form 6-K). Rules 803(b)(1)(i), 803(b)(3), 803(e),
804(a)(1), 805(a)(1), 806(a)(1), 807(a)(1), 807(d), 829(g)(6), and
831(j)(2) of Regulation SE (Sec. Sec.  242.803 through 242.807,
242.829, and 242.831 of this chapter), Registration Instructions to
Form SBSEF (Sec.  249.2001 of this chapter), and Instruction A to
the Security-Based Swap Execution Facility Submission Cover Sheet
(Sec.  249.2002 of this chapter), as applicable. Section
229.601(b)(101) (Item 601(b)(101) of Regulation S-K), paragraph
(101) of Part II--Information not Required to be Delivered to
Offerees or Purchasers of Form F-10, paragraph 101 of the
Instructions as to Exhibits of Form 20-F, paragraph B.(15) of the
General Instructions to Form 40-F, and paragraph C.(6) of the
General Instructions to Form 6-K all prohibit submission of an
Interactive Data File by an issuer that prepares its financial
statements in accordance with 17 CFR 210.6-01 through 210.6-10
(Article 6 of Regulation S-X). For an issuer that is a management
investment company or separate account registered under the
Investment Company Act of 1940 (15 U.S.C. 80a et seq.) or a business
development company as defined in Section 2(a)(48) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), General Instruction
C.3.(g) of Form N-1A (Sec. Sec.  239.15A and 274.11A of this
chapter), General Instruction I of Form N-2 (Sec. Sec.  239.14 and
274.11a-1 of this chapter), General Instruction C.3.(h) of Form N-3
(Sec. Sec.  239.17a and 274.11b of this chapter), General
Instruction C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c of
this chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.
239.17c and 274.11d of this chapter), and General Instruction C.4 of
Form N-CSR (Sec. Sec.  249.331 and 274.128 of this chapter), as
applicable, specifies the circumstances under which an Interactive
Data File must be submitted.

* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
12. The general authority citation for part 240 continues to read as
follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20,
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq., and
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350;
Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-106,
sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *
0
13. Amend Sec.  240.3a1-1 by adding paragraphs (a)(4) and (5) and
revising paragraph (b) introductory text to read as follows:

Sec.  240.3a1-1  Exemption from the definition of ``exchange'' under
Section 3(a)(1) of the Act.

* * * * *
    (a) * * *
    (4) Has registered with the Commission as a security-based swap
execution facility pursuant Sec.  242.803 and provides a market place
for no securities other than security-based swaps; or
    (5) Has registered with the Commission as a clearing agency
pursuant to section 17A of the Act (15 U.S.C. 78q-1) and limits its
exchange functions to operation of a trading session that is designed
to further the accuracy of end-of-day valuations.
    (b) Notwithstanding paragraphs (a)(1) through (a)(3) of this
section, an organization, association, or group of persons shall not be
exempt under this section from the definition of ``exchange,'' if:
* * * * *
0
14. Add Sec.  240.15a-12 to read as follows:

Sec.  240.15a-12   Exemption for certain security-based swap execution
facilities from certain broker requirements.

    (a) For purposes of this section, an SBSEF-B means a security-based
swap execution facility that does not engage in any securities activity
other than facilitating the trading of security-based swaps on or
through the security-based swap execution facility.
    (b) An SBSEF-B that registers with the Commission pursuant to Sec.
242.803 shall be deemed also to have registered with the Commission
pursuant to sections 15(a) and (b) of the Act (15 U.S.C. 78o(a)(1) and
(b)).
    (c) Except as provided in paragraph (d) of this section, an SBSEF-B
shall be exempt from any provision of the Act or the Commission's rules
thereunder applicable to brokers that, by its terms, requires,
prohibits, restricts, limits, conditions, or affects the activities of
a broker, unless such provision specifies that it applies to a
security-based swap execution facility.
    (d) Notwithstanding paragraph (c) of this section, the following
provisions of the Act and the Commission's rules thereunder shall apply
to an SBSEF-B:
    (1) Section 15(b)(4) of the Act (15 U.S.C. 78o(b)(4));
    (2) Section 15(b)(6) of the Act (15 U.S.C. 78o(b)(6)); and
    (3) Section 17(b) of the Act (15 U.S.C. 78q(b)).
    (e) An SBSEF-B shall be exempt from the Securities Investor
Protection Act.

PART 242--REGULATIONS M, SHO, ATS, AC, NMS, AND SE AND CUSTOMER
MARGIN REQUIREMENTS FOR SECURITY FUTURES

0
15. The general authority citation for part 242 is revised and an
authority citation for Sec. Sec.  242.800 through 242.835 is added to
read as follows:

    Authority:  15 U.S.C. 77g, 77q(a), 77s(a), 78b, 78c, 78c-4,
78g(c)(2), 78i(a), 78j, 78k-1(c), 78l, 78m, 78n, 78o(b), 78o(c),
78o(g), 78q(a), 78q(b), 78q(h), 78w(a), 78dd-1, 78mm, 80a-23, 80a-
29, 80a-37, and 8343.
* * * * *
    Sections 242.800 through 242.835 are also issued under sec. 943,
Pub. L. 111-203, Section 763.
0
16. The heading for part 242 is revised to read as set forth above.
0
17. Sections 242.800 through 242.835 are added to read as follows:

Sec.
* * * * *
242.800 Scope.
242.801 Applicable provisions.
242.802 Definitions.
242.803 Requirements and procedures for registration.
242.804 Listing products for trading by certification.
242.805 Voluntary submission of new products for Commission review
and approval.
242.806 Voluntary submission of rules for Commission review and
approval.
242.807 Self-certification of rules.
242.808 Availability of public information.
242.809 Stay of certification and tolling of review period pending
jurisdictional determination.
242.810 Product filings by security-based swap execution facilities
that are not yet registered and by dormant security-based swap
execution facilities.
242.811 Information relating to security-based swap execution
facility compliance.
242.812 Enforceability.
242.813 Prohibited use of data collected for regulation purposes.
242.814 Entity operating both a national securities exchange and
security-based swap execution facility.
242.815 Methods of execution for Required and Permitted
Transactions.
242.816 Trade execution requirement and exemptions therefrom.
242.817 Trade execution compliance schedule.
242.818 Core Principle 1--Compliance with core principles.
242.819 Core Principle 2--Compliance with rules.
242.820 Core Principle 3--Security-based swaps not readily
susceptible to manipulation.
242.821 Core Principle 4--Monitoring of trading and trade
processing.
242.822 Core Principle 5--Ability to obtain information.
242.823 Core Principle 6--Financial integrity of transactions.
242.824 Core Principle 7--Emergency authority.
242.825 Core Principle 8--Timely publication of trading information.
242.826 Core Principle 9--Recordkeeping and reporting.
242.827 Core Principle 10--Antitrust considerations.
242.828 Core Principle 11--Conflicts of interest.
242.829 Core Principle 12--Financial resources.
242.830 Core Principle 13--System safeguards.
242.831 Core Principle 14--Designation of chief compliance officers.
242.832 Application of the trade execution requirement to cross-
border security-based swap transactions.
242.833 Cross-border exemptions.
242.834 Mitigation of conflicts of interest of security-based swap
execution facilities and certain exchanges.
242.835 Notice to Commission by security-based swap execution
facility of final disciplinary action or denial or limitation of
access.

Sec.  242.800   Scope.

    The provisions of this section shall apply to every security-based
swap execution facility that is registered or is applying to become
registered as a security-based swap execution facility under section 3D
of the Securities Exchange Act (the ``Act'').

Sec.  242.801   Applicable provisions.

    A security-based swap execution facility shall comply with the
requirements of this section and all other applicable Commission rules,
including any related definitions and cross-referenced sections.

Sec.  242.802   Definitions.

    The following terms, and any other terms defined within a rule in
this chapter, are defined as follows solely for purposes of this
chapter:
    Block trade means a security-based swap transaction that is subject
to

public dissemination pursuant to Sec.  242.902 and:
    (1) Involves a security-based swap that is listed on a security-
based swap execution facility or national securities exchange;
    (2) Is executed on a security-based swap execution facility's
trading system or platform that is not an order book or occurs away
from the security-based swap execution facility's or national
securities exchange's system or platform and is executed pursuant to
the rules and procedures of the security-based swap execution facility
or national securities exchange;
    (3) Is a security-based swap based on a single credit instrument
(or issuer of credit instruments) or a narrow-based index of credit
instruments (or issuers of credit instruments) having a notional size
of $5 million or greater; and
    (4) Is reported subject to the rules and procedures of the
security-based swap execution facility or national securities exchange.
    Business day means the intraday period of time starting at 8:15
a.m. and ending at 4:45 p.m. Eastern Standard Time or Eastern Daylight
Savings Time, whichever is currently in effect in Washington, DC, on
all days except Saturdays, Sundays, and Federal holidays in Washington,
DC.
    Committee member means a member, or functional equivalent thereof,
of any committee of a security-based swap execution facility.
    Correcting trade means a trade executed and submitted for clearing
to a registered clearing agency with the same terms and conditions as
an error trade other than any corrections to any operational or
clerical error and the time of execution.
    Disciplinary committee means any person or committee of persons, or
any subcommittee thereof, that is authorized by a security-based swap
execution facility or SBS exchange to issue disciplinary charges, to
conduct disciplinary proceedings, to settle disciplinary charges, to
impose disciplinary sanctions, or to hear appeals thereof in cases
involving any violation of the rules of the security-based swap
execution facility or SBS exchange, except those cases where the person
or committee is authorized summarily to impose minor penalties for
violating rules regarding decorum, attire, the timely submission of
accurate records for clearing or verifying each day's transactions, or
other similar activities.
    Dormant product means:
    (1) Any security-based swap listed on security-based swap execution
facility that has no open interest and in which no trading has occurred
for a period of 12 complete calendar months following a certification
to, or approval by, the Commission; provided, however, that no
security-based swap initially and originally certified to, or approved
by, the Commission within the preceding 36 complete calendar months
shall be considered to be a dormant product;
    (2) Any security-based swap of a dormant security-based swap
execution facility; or
    (3) Any security-based swap not otherwise a dormant product that a
security-based swap execution facility self-declares through
certification to be a dormant product.
    Dormant security-based swap execution facility means a security-
based swap execution facility on which no trading has occurred for the
previous 12 consecutive calendar months; provided, however, that no
security-based swap execution facility shall be considered to be a
dormant security-based swap execution facility if its initial and
original Commission order of registration was issued within the
preceding 36 consecutive calendar months.
    Dormant rule means:
    (1) Any rule of a security-based swap execution facility which
remains unimplemented for 12 consecutive calendar months following a
certification with, or an approval by, the Commission; or
    (2) Any rule or rule amendment of a dormant security-based swap
execution facility.
    Electronic trading facility means a trading facility that operates
by means of an electronic or telecommunications network and maintains
an automated audit trail of bids, offers, and the matching orders or
the execution of transactions on the facility.
    Emergency means any occurrence or circumstance that, in the opinion
of the governing board of a security-based swap execution facility, or
a person or persons duly authorized to issue such an opinion on behalf
of the governing board of the security-based swap execution facility
under circumstances and pursuant to procedures that are specified by
rule, requires immediate action and threatens or may threaten such
things as the fair and orderly trading in, or the liquidation of or
delivery pursuant to, any security-based swaps, including:
    (1) Any manipulative or attempted manipulative activity;
    (2) Any actual, attempted, or threatened corner, squeeze,
congestion, or undue concentration of positions;
    (3) Any circumstances which may materially affect the performance
of security-based swaps or transactions, including failure of the
payment system or the bankruptcy or insolvency of any market
participant;
    (4) Any action taken by any governmental body, or any other
security-based swap execution facility, market, or facility which may
have a direct impact on trading or clearing and settlement; and
    (5) Any other circumstance which may have a severe, adverse effect
upon the functioning of the security-based swap execution facility.
    Employee means any person hired or otherwise employed on a salaried
or contract basis by a security-based swap execution facility, but does
not include:
    (1) Any governing board member compensated by the security-based
swap execution facility solely for governing board activities; or
    (2) Any committee member compensated by a security-based swap
execution facility solely for committee activities; or
    (3) Any consultant hired by a security-based swap execution
facility.
    Error trade means any trade executed on or subject to the rules of
a security-based swap execution facility that contains an operational
or clerical error.
    Governing board means the board of directors of a security-based
swap execution facility, or for a security-based swap execution
facility whose organizational structure does not include a board of
directors, a body performing a function similar to a board of
directors.
    Governing board member means a member, or functional equivalent
thereof, of the governing board of a security-based swap execution
facility.
    Member, with respect to a national securities exchange, has the
same meaning as in section 3(a)(3) of the Act. Member, with respect to
a security-based swap execution facility, means an individual,
association, partnership, corporation, or trust owning or holding a
membership in, admitted to membership representation on, or having
trading privileges on the security-based swap execution facility.
    Non-U.S. member means a member of a security-based swap execution
facility that is not a U.S. person.
    Offsetting trade means a trade executed and submitted for clearing
to a registered clearing agency with terms and conditions that
economically reverse an error trade that was accepted for clearing.
    Order book means an electronic trading facility, a trading
facility, or a trading system or platform in which all market
participants in the trading system or platform have the ability to

enter multiple bids and offers, observe or receive bids and offers
entered by other market participants, and transact on such bids and
offers.
    Oversight panel means any panel, or any subcommittee thereof,
authorized by an SBSEF or SBS exchange to recommend or establish
policies or procedures with respect to the surveillance, compliance,
rule enforcement, or disciplinary responsibilities of the SBSEF or SBS
exchange.
    Records has the meaning as in section 3(a)(37) of the Act (15
U.S.C. 78c(a)(37)).
    Rule means any constitutional provision, article of incorporation,
by-law, rule, regulation, resolution, interpretation, stated policy,
advisory, terms and conditions, trading protocol, agreement, or
instrument corresponding thereto, including those that authorize a
response or establish standards for responding to a specific emergency,
and any amendment or addition thereto or repeal thereof, made or issued
by a security-based swap execution facility or by the governing board
thereof or any committee thereof, in whatever form adopted.
    SBS exchange means a national securities exchange that posts or
makes available for trading security-based swaps.
    Security-based swap execution facility has the same meaning as in
section 3(a)(77) of the Act (15 U.S.C. 78c(a)(77)) but does not include
an entity that is registered with the Commission as a clearing agency
pursuant to section 17A of the Act (15 U.S.C. 78q-1) and limits its
security-based swap execution facility functions to operation of a
trading session that is designed to further the accuracy of end-of-day
valuations.
    Senior officer means the chief executive officer or other
equivalent officer of a security-based swap execution facility.
    Terms and conditions means any definition of the trading unit or
the specific asset underlying a security-based swap, description of the
payments to be exchanged under a security-based swap, specification of
cash settlement or delivery standards and procedures, and establishment
of buyers' and sellers' rights and obligations under the security-based
swap. Terms and conditions of a security-based swap include provisions
relating to the following:
    (1) Identification of the major group, category, type, or class in
which the security-based swap falls (such as a credit or equity
security-based swap) and of any further sub-group, category, type, or
class that further describes the security-based swap;
    (2) Notional amounts, quantity standards, or other unit size
characteristics;
    (3) Any applicable premiums or discounts for delivery of a non-par
product;
    (4) Trading hours and the listing of security-based swaps;
    (5) Pricing basis for establishing the payment obligations under,
and mark-to-market value of, the security-based swap including, as
applicable, the accrual start dates, termination, or maturity dates,
and, for each leg of the security-based swap, the initial cash flow
components, spreads, and points, and the relevant indexes, prices,
rates, coupons, or other price reference measures;
    (6) Any price limits, trading halts, or circuit breaker provisions,
and procedures for the establishment of daily settlement prices;
    (7) Payment and reset frequency, day count conventions, business
calendars, and accrual features;
    (8) If physical delivery applies, delivery standards and
procedures, including fees related to delivery or the delivery process,
alternatives to delivery, and applicable penalties or sanctions for
failure to perform;
    (9) If cash-settled, the definition, composition, calculation, and
revision of the cash settlement price, and the settlement currency;
    (10) Payment or collection of option premiums or margins;
    (11) Option exercise price, if it is constant, and method for
calculating the exercise price, if it is variable;
    (12) Threshold prices for an option, the existence of which is
contingent upon those prices;
    (13) Any restrictions or requirements for exercising an option; and
    (14) Life cycle events.
    Trading facility--(1) In general. The term trading facility means a
person or group of persons that constitutes, maintains, or provides a
physical or electronic facility or system in which multiple
participants have the ability to execute or trade agreements,
contracts, or transactions--
    (i) By accepting bids or offers made by other participants that are
open to multiple participants in the facility or system; or
    (ii) Through the interaction of multiple bids or multiple offers
within a system with a pre-determined non-discretionary automated trade
matching and execution algorithm.
    (2) Exclusions. (i) The term trading facility does not include:
    (A) A person or group of persons solely because the person or group
of persons constitutes, maintains, or provides an electronic facility
or system that enables participants to negotiate the terms of and enter
into bilateral transactions as a result of communications exchanged by
the parties and not from interaction of multiple bids and multiple
offers within a predetermined, nondiscretionary automated trade
matching and execution algorithm;
    (B) A government securities dealer or government securities broker,
to the extent that the dealer or broker executes or trades agreements,
contracts, or transactions in government securities, or assists persons
in communicating about, negotiating, entering into, executing, or
trading an agreement, contract, or transaction in government securities
(as the terms government securities dealer, government securities
broker, and government securities are defined in section 3(a) of the
Act); or
    (C) A facility on which bids and offers, and acceptances of bids
and offers effected on the facility, are not binding.
    (ii) Any person, group of persons, dealer, broker, or facility
described in paragraphs (z)(2)(i)(A) through (C) is excluded from the
meaning of the term ``trading facility'' for the purposes of this
chapter without any prior specific approval, certification, or other
action by the Commission.
    (3) Special rule. A person or group of persons that would not
otherwise constitute a trading facility shall not be considered to be a
trading facility solely as a result of the submission to a registered
clearing agency of transactions executed on or through the person or
group of persons.
    U.S. person has the same meaning as in Sec.  240.3a71-3(a)(4).

Sec.  242.803  Requirements and procedures for registration.

    (a) Requirements for registration. (1) Any person operating a
facility that offers a trading system or platform in which more than
one market participant has the ability to execute or trade security-
based swaps with more than one other market participant on the system
or platform shall register the facility as a security-based swap
execution facility under this section or as a national securities
exchange pursuant to section 6 of the Act.
    (2) Minimum trading functionality. A security-based swap execution
facility shall, at a minimum, offer an order book.
    (3) A security-based swap execution facility is not required to
provide an order book under this section for transactions defined in
Sec.  242.815(d)(2),

(3), and (4) except that a security-based swap execution facility must
provide an order book under this section for Required Transactions that
are components of transactions defined in Sec.  242.815(d)(2), (3), and
(4) when such Required Transactions are not executed as components of
transactions defined in Sec.  242.815(d)(2), (3), and (4).
    (b) Procedures for full registration. (1) An entity requesting
registration as a security-based swap execution facility shall:
    (i) File electronically a complete Form SBSEF as set forth in Sec.
249.2001, or any successor forms, and all information and documentation
described in such forms with the Commission using the EDGAR system as
an Interactive Data File in accordance with Sec.  232.405; and
    (ii) Provide to the Commission, upon the Commission's request, any
additional information and documentation necessary to review an
application.
    (2) Request for confidential treatment. (i) An applicant requesting
registration as a security-based swap execution facility shall identify
with particularity any information in the application that will be
subject to a request for confidential treatment pursuant to Sec.
240.24b-2.
    (ii) As set forth in Sec.  242.808, certain information provided in
an application shall be made publicly available.
    (3) Amendment of application prior to full registration. An
applicant amending a pending application for registration as a
security-based swap execution facility or requesting an amendment to an
order of registration shall file an amended application electronically
with the Commission using the EDGAR system as an Interactive Data File
in accordance with Sec.  232.405.
    (4) Effect of incomplete application. If an application is
incomplete pursuant to paragraph (b)(1) of this section, the Commission
shall notify the applicant that its application will not be deemed to
have been submitted for purposes of the Commission's review.
    (5) Commission review period. The Commission shall approve or deny
an application for registration as a security-based swap execution
facility within 180 days of the filing of the application. If the
Commission notifies the person that its application is materially
incomplete and specifies the deficiencies in the application, the
running of the 180-day period shall be stayed from the time of such
notification until the application is resubmitted in completed form,
provided that the Commission shall have not less than 60 days to
approve or deny the application from the time the application is
resubmitted in completed form.
    (6) Commission determination. (i) The Commission shall issue an
order granting registration upon a Commission determination, in its own
discretion, that the applicant has demonstrated compliance with the Act
and the Commission's rules applicable to security-based swap execution
facilities. If deemed appropriate, the Commission may issue an order
granting registration subject to conditions.
    (ii) The Commission may issue an order denying registration upon a
Commission determination, in its own discretion, that the applicant has
not demonstrated compliance with the Act and the Commission's rules
applicable to security-based swap execution facilities. If the
Commission denies an application, it shall specify the grounds for the
denial.
    (c) Reinstatement of dormant registration. A dormant security-based
swap execution facility may reinstate its registration under the
procedures of paragraph (b) of this section. The applicant may rely
upon previously submitted materials if such materials accurately
describe the dormant security-based swap execution facility's
conditions at the time that it applies for reinstatement of its
registration.
    (d) Request for transfer of registration. (1) A security-based swap
execution facility seeking to transfer its registration from its
current legal entity to a new legal entity as a result of a corporate
change shall file a request for approval to transfer such registration
with the Commission in the form and manner specified by the Commission.
    (2) A request for transfer of registration shall be filed no later
than three months prior to the anticipated corporate change; or in the
event that the security-based swap execution facility could not have
known of the anticipated change three months prior to the anticipated
change, as soon as it knows of such change.
    (3) The request for transfer of registration shall include the
following:
    (i) The underlying agreement that governs the corporate change;
    (ii) A description of the corporate change, including the reason
for the change and its impact on the security-based swap execution
facility, including its governance and operations, and its impact on
the rights and obligations of members;
    (iii) A discussion of the transferee's ability to comply with the
Act, including the core principles applicable to security-based swap
execution facilities and the Commission's rules thereunder;
    (iv) The governing documents of the transferee, including, but not
limited to, articles of incorporation and bylaws;
    (v) The transferee's rules marked to show changes from the current
rules of the security-based swap execution facility;
    (vi) A representation by the transferee that it:
    (A) Will be the surviving entity and successor-in-interest to the
transferor security-based swap execution facility and will retain and
assume, without limitation, all of the assets and liabilities of the
transferor;
    (B) Will assume responsibility for complying with all applicable
provisions of the Act and the Commission's rules thereunder;
    (C) Will assume, maintain, and enforce all rules implementing and
complying with the core principles applicable to security-based swap
execution facilities, including the adoption of the transferor's
rulebook, as amended in the request, and that any such amendments will
be submitted to the Commission pursuant to Sec.  242.806 or Sec.
242.807;
    (D) Will comply with all regulatory responsibilities except if
otherwise indicated in the request, and will maintain and enforce all
regulatory programs; and
    (E) Will notify members of all changes to the transferor's rulebook
prior to the transfer and will further notify members of the concurrent
transfer of the registration to the transferee upon Commission approval
and issuance of an order permitting this transfer.
    (vii) A representation by the transferee that upon the transfer:
    (A) It will assume responsibility for and maintain compliance with
core principles for all security-based swaps previously made available
for trading through the transferor, whether by certification or
approval; and
    (B) None of the proposed rule changes will affect the rights and
obligations of any member.
    (4) Upon review of a request for transfer of registration, the
Commission, as soon as practicable, shall issue an order either
approving or denying the request.
    (e) Request for withdrawal of application for registration. An
applicant for registration as a security-based swap execution facility
may withdraw its application submitted pursuant to paragraph (b) of
this section by filing a withdrawal request electronically with the
Commission using the EDGAR system as an Interactive Data File in
accordance with

Sec.  232.405. Withdrawal of an application for registration shall not
affect any action taken or to be taken by the Commission based upon
actions, activities, or events occurring during the time that the
application was pending with the Commission.
    (f) Request for vacation of registration. A security-based swap
execution facility may request that its registration be vacated by
filing a vacation request electronically with the Commission using the
EDGAR system as an Interactive Data File in accordance with Sec.
232.405 at least 90 days prior to the date that the vacation is
requested to take effect. Upon receipt of such request, the Commission
shall promptly order the vacation to be effective upon the date named
in the request and send a copy of the request and its order to all
other security-based swap execution facilities, SBS exchanges, and
registered clearing agencies that clear security-based swaps. Vacation
of registration shall not affect any action taken or to be taken by the
Commission based upon actions, activities, or events occurring during
the time that the security-based swap execution facility was registered
by the Commission. From and after the date upon which the vacation
became effective the said security-based swap execution facility can
thereafter be registered again by applying to the Commission in the
manner provided in paragraph (b) of this section for an original
application.

Sec.  242.804  Listing products for trading by certification.

    (a) General. A security-based swap execution facility must comply
with the submission requirements of this section prior to listing a
product for trading that has not been approved under Sec.  242.805 or
that remains a dormant product subsequent to being submitted under this
section or approved under Sec.  242.805 of this section. A submission
shall comply with the following conditions:
    (1) The security-based swap execution facility has filed its
submission electronically with the Commission using the EDGAR system as
an Interactive Data File in accordance with Sec.  232.405;
    (2) The Commission has received the submission by the open of
business on the business day that is ten business days preceding the
product's listing; and
    (3) The submission includes:
    (i) A copy of the submission cover sheet in accordance with the
instructions in Sec.  249.2002;
    (ii) A copy of the product's rules, including all rules related to
its terms and conditions;
    (iii) The intended listing date;
    (iv) A certification by the security-based swap execution facility
that the product to be listed complies with the Act and the
Commission's rules thereunder;
    (v) A concise explanation and analysis of the product and its
compliance with applicable provisions of the Act, including core
principles, and the Commission's rules thereunder. This explanation and
analysis shall either be accompanied by the documentation relied upon
to establish the basis for compliance with applicable law, or
incorporate information contained in such documentation, with
appropriate citations to data sources;
    (vi) A certification that the security-based swap execution
facility posted a notice of pending product certification with the
Commission and a copy of the submission, concurrent with the filing of
a submission with the Commission, on the security-based swap execution
facility's website. Information that the security-based swap execution
facility seeks to keep confidential may be redacted from the documents
published on the security-based swap execution's website but must be
republished consistent with any determination made pursuant to Sec.
240.24b-2; and
    (vii) A request for confidential treatment, if appropriate, as
permitted under Sec.  240.24b-2.
    (b) Additional information. If requested by Commission staff, a
security-based swap execution facility shall provide any additional
evidence, information, or data that demonstrates that the security-
based swap meets, initially or on a continuing basis, the requirements
of the Act or the Commission`s rules or policies thereunder.
    (c) Stay of certification of product. (1) General. The Commission
may stay the certification of a product submitted pursuant to paragraph
(a) of this section by issuing a notification informing the security-
based swap execution facility that the Commission is staying the
certification of the product on the grounds that the product presents
novel or complex issues that require additional time to analyze, the
product is accompanied by an inadequate explanation, or the product is
potentially inconsistent with the Act or the Commission's rules
thereunder. The Commission will have an additional 90 days from the
date of the notification to conduct the review.
    (2) Public comment. The Commission shall provide a 30-day comment
period within the 90-day period in which the stay is in effect, as
described in paragraph (c)(1) of this section. The Commission shall
publish a notice of the 30-day comment period on the Commission's
website. Comments from the public shall be submitted as specified in
that notice.
    (3) Expiration of a stay of certification of product. A product
subject to a stay pursuant to this paragraph shall become effective,
pursuant to the certification, at the expiration of the 90-day review
period described in paragraph (c)(1) of this section, unless the
Commission withdraws the stay prior to that time, or the Commission
notifies the security-based swap execution facility during the 90-day
time period that it objects to the proposed certification on the
grounds that the product is inconsistent with the Act or the
Commission's rules.

Sec.  242.805  Voluntary submission of new products for Commission
review and approval.

    (a) Request for approval. A security-based swap execution facility
may request that the Commission approve a new or dormant product prior
to listing the product for trading, or if a product was initially
submitted under Sec.  242.804, subsequent to listing the product for
trading. A submission requesting approval shall:
    (1) Be filed electronically with the Commission using the EDGAR
system as an Interactive Data File in accordance with Sec.  232.405;
    (2) Include a copy of the submission cover sheet in accordance with
the instructions in Sec.  249.2002;
    (3) Include a copy of the rules that set forth the security-based
swap's terms and conditions;
    (4) Include an explanation and analysis of the product and its
compliance with applicable provisions of the Act, including the core
principles and the Commission's rules thereunder. This explanation and
analysis shall either be accompanied by the documentation relied upon
to establish the basis for compliance with the applicable law, or
incorporate information contained in such documentation, with
appropriate citations to data sources;
    (5) Describe any agreements or contracts entered into with other
parties that enable the security-based swap execution facility to carry
out its responsibilities;
    (6) Include, if appropriate, a request for confidential treatment
as permitted under Sec.  240.24b-2;
    (7) Certify that the security-based swap execution facility posted
a notice of its request for Commission approval

of the new product and a copy of the submission, concurrent with the
filing of a submission with the Commission, on the security-based swap
execution facility's website. Information that the security-based swap
execution facility seeks to keep confidential may be redacted from the
documents published on the security-based swap execution facility's
website but must be republished consistent with any determination made
pursuant to Sec.  240.24b-2; and
    (8) Include, if requested by Commission staff, additional evidence,
information, or data demonstrating that the security-based swap meets,
initially or on a continuing basis, the requirements of the Act, or
other requirement for registration under the Act, or the Commission's
rules or policies thereunder. The security-based swap execution
facility shall submit the requested information by the open of business
on the date that is two business days from the date of request by
Commission staff, or at the conclusion of such extended period agreed
to by Commission staff after timely receipt of a written request from
the security-based swap execution facility.
    (b) Standard for review and approval. The Commission shall approve
a new product unless the terms and conditions of the product violate
the Act or the Commission's rules thereunder.
    (c) 45-day review. A product submitted for Commission approval
under this paragraph shall be deemed approved by the Commission 45 days
after receipt by the Commission, or at the conclusion of an extended
period as provided under paragraph (d) of this section, unless notified
otherwise within the applicable period, if:
    (1) The submission complies with the requirements of paragraph (a)
of this section; and
    (2) The submitting security-based swap execution facility does not
amend the terms or conditions of the product or supplement the request
for approval, except as requested by the Commission or for correction
of typographical errors, renumbering, or other non-substantive
revisions, during that period. Any voluntary, substantive amendment by
the security-based swap execution facility will be treated as a new
submission under this section.
    (d) Extension of time. The Commission may extend the 45-day review
period in paragraph (c) of this section for:
    (1) An additional 45 days, if the product raises novel or complex
issues that require additional time to analyze, in which case the
Commission shall notify the security-based swap execution facility
within the initial 45-day review period and shall briefly describe the
nature of the specific issue(s) for which additional time for review is
required; or
    (2) Any extended review period to which the security-based swap
execution facility agrees in writing.
    (e) Notice of non-approval. The Commission, at any time during its
review under this section, may notify the security-based swap execution
facility that it will not, or is unable to, approve the product. This
notification will briefly specify the nature of the issues raised and
the specific provision of the Act or the Commission's rules thereunder,
including the form or content requirements of paragraph (a) of this
section, that the product violates, appears to violate, or potentially
violates but which cannot be ascertained from the submission.
    (f) Effect of non-approval. (1) Notification to a security-based
swap execution facility under paragraph (e) of this section of the
Commission's determination not to approve a product does not prejudice
the security-based swap execution facility from subsequently submitting
a revised version of the product for Commission approval, or from
submitting the product as initially proposed pursuant to a supplemented
submission.
    (2) Notification to a security-based swap execution facility under
paragraph (e) of this section of the Commission's refusal to approve a
product shall be presumptive evidence that the security-based swap
execution facility may not truthfully certify under Sec.  242.804 that
the same, or substantially the same, product does not violate the Act
or the Commission's rules thereunder.

Sec.  242.806  Voluntary submission of rules for Commission review and
approval.

    (a) Request for approval of rules. A security-based swap execution
facility may request that the Commission approve a new rule, rule
amendment, or dormant rule prior to implementation of the rule, or if
the request was initially submitted under Sec.  242.806 or 242.807,
subsequent to implementation of the rule. A request for approval shall:
    (1) Be filed electronically with the Commission using the EDGAR
system as an Interactive Data File in accordance with Sec.  232.405;
    (2) Include a copy of the submission cover sheet in accordance with
the instructions in appendix B to Regulation SE (17 CFR 242.800 through
242.835);
    (3) Set forth the text of the rule or rule amendment (in the case
of a rule amendment, deletions and additions must be indicated);
    (4) Describe the proposed effective date of the rule or rule
amendment and any action taken or anticipated to be taken to adopt the
proposed rule by the security-based swap execution facility or by its
governing board or by any committee thereof, and cite the rules of the
security-based swap execution facility that authorize the adoption of
the proposed rule;
    (5) Provide an explanation and analysis of the operation, purpose,
and effect of the proposed rule or rule amendment and its compliance
with applicable provisions of the Act, including the core principles
relating to security-based swap execution facilities and the
Commission's rules thereunder and, as applicable, a description of the
anticipated benefits to market participants or others, any potential
anticompetitive effects on market participants or others, and how the
rule fits into the security-based swap execution facility's framework
of regulation;
    (6) Certify that the security-based swap execution facility posted
a notice of pending rule with the Commission and a copy of the
submission, concurrent with the filing of a submission with the
Commission, on the security-based swap execution facility's website.
Information that the security-based swap execution facility seeks to
keep confidential may be redacted from the documents published on the
security-based swap execution facility's website but must be
republished consistent with any determination made pursuant to Sec.
240.24b-2;
    (7) Provide additional information which may be beneficial to the
Commission in analyzing the new rule or rule amendment. If a proposed
rule affects, directly or indirectly, the application of any other rule
of the security-based swap execution facility, the pertinent text of
any such rule must be set forth and the anticipated effect described;
    (8) Provide a brief explanation of any substantive opposing views
expressed to the security-based swap execution facility by governing
board or committee members, members of the security-based swap
execution facility, or market participants that were not incorporated
into the rule, or a statement that no such opposing views were
expressed; and
    (9) As appropriate, include a request for confidential treatment as
permitted under Sec.  240.24b-2.
    (b) Standard for review and approval. The Commission shall approve
a new rule or rule amendment unless the rule or rule amendment is
inconsistent with

the Act or the Commission's rules thereunder.
    (c) 45-day review. A rule or rule amendment submitted for
Commission approval under paragraph (a) of this section shall be deemed
approved by the Commission 45 days after receipt by the Commission, or
at the conclusion of such extended period as provided under paragraph
(d) of this section, unless the security-based swap execution facility
is notified otherwise within the applicable period, if:
    (1) The submission complies with the requirements of paragraph (a)
of this section;
    (2) The security-based swap execution facility does not amend the
proposed rule or supplement the submission, except as requested by the
Commission, during the pendency of the review period, other than for
correction of typographical errors, renumbering, or other non-
substantive revisions. Any amendment or supplementation not requested
by the Commission will be treated as the submission of a new filing
under this section.
    (d) Extension of time for review. The Commission may further extend
the review period in paragraph (c) of this section for:
    (1) An additional 45 days, if the proposed rule or rule amendment
raises novel or complex issues that require additional time for review
or is of major economic significance, the submission is incomplete, or
the requestor does not respond completely to Commission questions in a
timely manner, in which case the Commission shall notify the submitting
security-based swap execution facility within the initial 45-day review
period and shall briefly describe the nature of the specific issues for
which additional time for review shall be required; or
    (2) Any period, beyond the additional 45 days provided in paragraph
(d)(1) of this section, to which the security-based swap execution
facility agrees in writing.
    (e) Notice of non-approval. Any time during its review under this
section, the Commission may notify the security-based swap execution
facility that it will not, or is unable to, approve the new rule or
rule amendment. This notification will briefly specify the nature of
the issues raised and the specific provision of the Act or the
Commission's rules thereunder, including the form or content
requirements of this section, with which the new rule or rule amendment
is inconsistent or appears to be inconsistent with the Act or the
Commission's rules thereunder.
    (f) Effect of non-approval. (1) Notification to a security-based
swap execution facility under paragraph (e) of this section does not
prevent the security-based swap execution facility from subsequently
submitting a revised version of the proposed rule or rule amendment for
Commission review and approval or from submitting the new rule or rule
amendment as initially proposed in a supplemented submission. The
revised submission will be reviewed without prejudice.
    (2) Notification to a security-based swap execution facility under
paragraph (e) of this section of the Commission's determination not to
approve a proposed rule or rule amendment shall be presumptive evidence
that the security-based swap execution facility may not truthfully
certify the same, or substantially the same, proposed rule or rule
amendment under Sec.  242.807(a).
    (g) Expedited approval. Notwithstanding the provisions of paragraph
(c) of this section, changes to a proposed rule or a rule amendment,
including changes to terms and conditions of a product that are
consistent with the Act and the Commission's rules thereunder, may be
approved by the Commission at such time and under such conditions as
the Commission shall specify in the written notification; provided,
however, that the Commission may, at any time, alter or revoke the
applicability of such a notice to any particular product or rule
amendment.

Sec.  242.807  Self-certification of rules.

    (a) Required certification. A security-based swap execution
facility shall comply with the following conditions prior to
implementing any rule--other than a rule delisting or withdrawing the
certification of a product with no open interest and submitted in
compliance with paragraphs (a)(1), (2) and (6) of this section--that
has not obtained Commission approval under Sec.  242.806, or that
remains a dormant rule subsequent to being submitted under this section
or approved under Sec.  242.806.
    (1) The security-based swap execution facility has filed its
submission electronically with the Commission using the EDGAR system as
an Interactive Data File in accordance with Sec.  232.405 of this
chapter.
    (2) The security-based swap execution facility has provided a
certification that it posted a notice of pending certification with the
Commission and a copy of the submission, concurrent with the filing of
a submission with the Commission, on the security-based swap execution
facility's website. Information that the security-based swap execution
facility seeks to keep confidential may be redacted from the documents
published on the security-based swap execution facility's website but
it must be republished consistent with any determination made pursuant
to Sec.  240.24b-2 of this chapter.
    (3) The Commission has received the submission not later than the
open of business on the business day that is ten business days prior to
the security-based swap execution facility's implementation of the rule
or rule amendment.
    (4) The Commission has not stayed the submission pursuant to Sec.
242.807(c).
    (5) A new rule or rule amendment that establishes standards for
responding to an emergency shall be submitted pursuant to Sec.
242.807(a). A rule or rule amendment implemented under procedures of
the governing board to respond to an emergency shall, if practicable,
be filed with the Commission prior to implementation or, if not
practicable, be filed with the Commission at the earliest possible time
after implementation, but in no event more than 24 hours after
implementation. Any such submission shall be subject to the