[Federal Register Volume 80, Number 147 (Friday, July 31, 2015)]
[Notices]
[Pages 45693-45694]
[FR Doc No: 2015-18767]

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SECURITIES AND EXCHANGE COMMISSION

Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE., Washington, DC
20549-2736.

Extension:
    Form N-3; SEC File No. 270-281, OMB Control No. 3235-0316.

    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (the ``Commission'') has submitted to the Office of
Management and Budget a request for extension of the previously
approved collection of information discussed below.
    The title for the collection of information is ``Form N-3 (17 CFR
239.17a and 274.11b) under the Securities Act of 1933 (15 U.S.C. 77)
and under the Investment Company Act of 1940 (15 U.S.C. 80a),
Registration Statement of Separate Accounts Organized as Management
Investment Companies.'' Form N-3 is the form used by separate accounts
offering variable annuity contracts which are organized as management
investment companies

to register under the Investment Company Act of 1940 (``Investment
Company Act'') and/or to register their securities under the Securities
Act of 1933 (``Securities Act''). Form N-3 is also the form used to
file a registration statement under the Securities Act (and any
amendments thereto) for variable annuity contracts funded by separate
accounts which would be required to be registered under the Investment
Company Act as management investment companies except for the exclusion
provided by Section 3(c)(11) of the Investment Company Act (15 U.S.C.
80a-3(c)(11)). Section 5 of the Securities Act (15 U.S.C. 77e) requires
the filing of a registration statement prior to the offer of securities
to the public and that the statement be effective before any securities
are sold, and Section 8 of the Investment Company Act (15 U.S.C. 80a-8)
requires a separate account to register as an investment company.
    Form N-3 also permits separate accounts offering variable annuity
contracts which are organized as investment companies to provide
investors with a prospectus and a statement of additional information
covering essential information about the separate account when it makes
an initial or additional offering of its securities. Section 5(b) of
the Securities Act requires that investors be provided with a
prospectus containing the information required in a registration
statement prior to the sale or at the time of confirmation or delivery
of the securities. The form also may be used by the Commission in its
regulatory review, inspection, and policy-making roles.
    Commission staff estimates that there are zero initial registration
statements and 10 post-effective amendments to initial registration
statements filed on Form N-3 annually and that the average number of
portfolios referenced in each post-effective amendment is 2. The
Commission further estimates that the hour burden for preparing and
filing a post-effective amendment on Form N-3 is 155.2 hours per
portfolio. The total annual hour burden for preparing and filing post-
effective amendments is 3104 hours (10 post-effective amendments x 2
portfolios x 155.2 hours per portfolio). The estimated annual hour
burden for preparing and filing initial registration statements is 0
hours. The total annual hour burden for Form N-3, therefore, is
estimated to be 3,104 hours (3,104 hours + 0 hours).
    The information collection requirements imposed by Form N-3 are
mandatory. Responses to the collection of information will not be kept
confidential. An agency may not conduct or sponsor, and a person is not
required to respond to a collection of information unless it displays a
currently valid control number.
    The public may view the background documentation for this
information collection at the following Web site, www.reginfo.gov.
Comments should be directed to: (i) Desk Officer for the Securities and
Exchange Commission, Office of Information and Regulatory Affairs,
Office of Management and Budget, Room 10102, New Executive Office
Building, Washington, DC 20503, or by sending an email to:
<EMAIL_ADDRESS>and (ii) Pamela Dyson, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send an email
to<EMAIL_ADDRESS>Comments must be submitted to OMB within 30
days of this notice.

    Dated: July 27, 2015.
 Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-18767 Filed 7-30-15; 8:45 am]
 BILLING CODE 8011-01-P


records these rules require SBS Entities to make, keep current, and/or
preserve.\148\ The objective of these rules--taken as a whole--is to
assist the Commission in monitoring and examining for compliance with
substantive Exchange Act requirements applicable to SBS Entities (e.g.,
business conduct requirements) as well as to promote the prudent
operation of these firms.\149\ The Commission believes the comparable
Spanish recordkeeping rules achieve these outcomes with respect to
compliance with substantive Spanish requirements for which preliminary
positive substituted compliance determinations were being made in the
proposed Order (e.g., the preliminary positive substituted compliance
determinations with respect to the majority of the Exchange Act
business conduct requirements). At the same time, the recordkeeping
rules address different categories of records through distinct
requirements within the rules. Each requirement with respect to a
specific category of records (e.g., paragraph (b)(1) of Exchange Act
rule 18a-5 addressing trade blotters) can be viewed in isolation as a
distinct recordkeeping rule. Therefore, the Commission made preliminary
substituted compliance determinations at this level of Exchange Act
rules 18a-5 and 18a-6.\150\ The Commission did not receive comment on
this granular approach and is adopting it as proposed.\151\
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    \148\ See Spanish Substituted Compliance Notice and Proposed
Order, 86 FR 47679.
    \149\ See, e.g., Exchange Act Release No. 71958 (Apr. 17, 2014),
79 FR 25194, 25199-200 (May 2, 2014).
    \150\ See Spanish Substituted Compliance Notice and Proposed
Order, 86 FR 47679.
    \151\ See paras. (e)(1)(i) and (e)(2)(ii) of the Order.
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    Second, the Commission did not make a preliminary positive
substituted compliance determination with respect to a discrete
provision of the recordkeeping, reporting, and notification
requirements if it was fully or partially linked to a substantive
Exchange Act requirement for which substituted compliance was not
available or for which a preliminary positive substituted compliance
determination was not being made.\152\ In particular, a preliminary
positive substituted compliance determination was not made, in full or
in part, for recordkeeping, reporting, or notification requirements
linked to the following Exchange Act rules for which substituted
compliance is not available or a preliminary positive substituted
compliance determination was not made: (1) Exchange Act rule 15Fh-4;
(2) Exchange Act rule 15Fh-5; (3) Exchange Act rule 15Fh-6; (4)
Exchange Act rule 18a-4; (5) Regulation SBSR; (6) Form SBSE and its
variations; (7) Exchange Act rule 15Fh-1; and (8) Exchange Act rule
15Fh-2. This proposed approach was consistent with the approach taken
by the Commission in the French Substituted Compliance Order and UK
Substituted Compliance Order.\153\ The Commission did not receive
comment on these limitations and the Order includes them.\154\
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    \152\ See Spanish Substituted Compliance Notice and Proposed
Order, 86 FR 47679 (discussing this limitation).
    \153\ See French Substituted Compliance Order, 86 FR 41650; UK
Substituted Compliance Order, 86 FR 45778.
    \154\ See para. (e) of the Order.
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    Third, the Commission conditioned substituted compliance with
discrete provisions of the recordkeeping, reporting, and notification
requirements that were fully or partially linked to a substantive
Exchange Act requirement for which substituted compliance was available
on the Covered Entity applying substituted compliance with respect to
the linked Exchange Act requirement.\155\ In particular, substituted
compliance for a provision of the recordkeeping, reporting, and
notification requirements that is linked to the following Exchange Act
rules was conditioned on the SBS Entity applying substituted compliance
to the linked substantive Exchange Act rule: (1) Exchange Act rule
15Fh-3, except paragraphs (a) and (d) for which substituted compliance
was not requested; (2) Exchange Act rule 15Fi-2; (3) Exchange Act rule
15Fi-3; (4) Exchange Act rule 15Fi-4; (5) Exchange Act rule 15Fi-5; and
(6) Exchange Act rule 15Fk-1. The Commission did not receive comment on
these conditions and the Order includes them.\156\
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    \155\ See Spanish Substituted Compliance Notice and Proposed
Order, 86 FR 47679 (discussing this condition).
    \156\ See para. (e) of the Order.
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    Fourth, the Commission conditioned substituted compliance with
Exchange Act rule 18a-7 on Covered Entities filing periodic unaudited
financial and operational information with the Commission or its
designee in the manner and format required by Commission rule or
order.\157\ The Commission did not receive comment on this condition
and the Order includes it.\158\
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    \157\ See Spanish Substituted Compliance Notice and Proposed
Order, 86 FR 47683 (discussing this condition). See also Exchange
Act Release No. 93335 (Oct. 14, 2021) (order specifying the manner
and format of filing unaudited financial and operational information
by Covered Entities relying on substituted compliance determinations
with respect to Exchange Act rule 18a-7).
    \158\ See para. (e)(3) of the Order.
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    Fifth, the proposed Order conditioned substituted compliance with
Exchange Act rule 18a-8 on Covered entities simultaneously sending a
copy of any notice required to be sent by Spanish or EU law to the
Commission in the manner specified on the Commission's website and
including with the transmission the contact information of an
individual who can provide further information about the matter that is
the subject of the notice.\159\ The Commission did not receive comment
on these conditions and the Order includes them.\160\
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    \159\ See Spanish Substituted Compliance Notice and Proposed
Order, 86 FR 47683-84 (discussing this condition).
    \160\ See para. (e)(4)(ii)(A) of the Order.
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    Sixth, the proposed Order included a condition that Covered
Entities must promptly furnish to a representative of the Commission
upon request an English translation of any record, report, or
notification of the Covered Entity that is required to be made,
preserved, filed, or subject to examination pursuant to Exchange Act
section 15F of this Order.\161\ The Commission did not receive a
comment on this condition and the Order includes it.\162\
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    \161\ See Spanish Substituted Compliance Notice and Proposed
Order, 86 FR 47685 (discussing this condition).
    \162\ See para. (e)(7) of the Order.
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2. Citations to EU and Spanish Law
    The Commission received a comment recommending changes to the
proposed Order to refine the scope of Spanish law provisions that would
operate as conditions to substituted compliance.\163\ The Commission
reviewed each of the Spanish law citations that the commenter
recommended removing from the proposed Order for relevance to the
comparable Exchange Act requirement while also keeping in mind that
each EU or Spanish law citation was included in the CNMV Application
intentionally. The Commission's conclusion and reasoning with respect
to the commenter's recommendations are discussed in further detail
below.
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    \163\ See Santander Letter at 1-2.
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    The commenter recommended removing references to SSMA articles
276bis, 276ter, 276quater, and 276quinquies from paragraphs
(e)(1)(i)(F)(1), and (e)(2)(i)(A), (B), and (C) of the proposed Order.
The commenter stated that SSMA articles 276bis, 276ter, 276quater, and

276quinquies set out requirements regarding notifications to the CNMV
about certain violations under Spanish law and are unrelated to the
Commission's recordkeeping requirements addressed by paragraphs
(e)(1)(i)(F)(1), and (e)(2)(i)(A), (B), and (C). Instead, the commenter
states, SSMA articles 276bis, 276ter, 276quater, and 276quinquies
should be, and are, included in paragraph (e)(4)(i), which addresses
the Commission's notification requirements. The Commission agrees with
the commenter's reasoning and is therefore removing references to SSMA
articles 276bis, 276ter, 276quater, and 276quinquies from paragraphs
(e)(1)(i)(F)(1), and (e)(2)(i)(A), (B), and (C) of the Order.\164\
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    \164\ Compare paras. (e)(1)(i)(F)(1), and (e)(2)(i)(A), (B), and
(C) of the proposed Order, with paras. (e)(1)(i)(F)(1), and
(e)(2)(i)(A), (B), and (C) of the Order.
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    In addition, as discussed in Part VI.B. above, MLD and SMLA are
supervised by SEPBLAC and COPBLAC which are not signatories to the
supervisory and enforcement memorandum of understanding with the
Commission. Accordingly, paragraphs (e)(1)(i)(G), (e)(1)(i)(I), and
(e)(2)(i)(F) of the Order no longer require a Covered Entity to be
subject to and comply with MLD articles 11 and 13 and SMLA articles 3-7
and instead require the Covered Entity to be subject to and comply with
comparable MiFID-based requirements.\165\
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    \165\ Compare paras. (e)(1)(i)(G), (e)(1)(i)(I), and
(e)(2)(i)(F) of the proposed Order, with paras. (e)(1)(i)(G),
(e)(1)(i)(I), and (e)(2)(i)(F) of the Order.
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    No other comments were received regarding any other Spanish law
provisions that would operate as conditions to substituted compliance.
Accordingly, the Commission is issuing these remaining conditions as
proposed.

VIII. Supervisory and Enforcement Considerations

A. Proposed Approach

    Exchange Act rule 3a71-6(a)(2)(i) provides that the Commission's
assessments regarding the comparability of foreign requirements in part
should take into account ``the effectiveness of the supervisory program
administered, and the enforcement authority exercised'' by the foreign
financial regulatory authority. This provision is intended to help
ensure that substituted compliance is not predicated on rules that
appear high-quality on paper if market participants in practice are
allowed to fall short of their obligations, while also recognizing that
differences among supervisory and enforcement regimes should not be
assumed to reflect flaws in one regime or another.\166\ The CNMV
Application accordingly included information regarding the supervisory
and enforcement framework applicable to derivatives markets and market
participants in Spain.
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    \166\ See French Substituted Compliance Notice and Proposed
Order, 85 FR 85734.
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    In proposing to grant substituted compliance in connection with the
CNMV Application, the Commission preliminarily concluded that the
relevant supervisory and enforcement considerations were consistent
with substituted compliance. That preliminary conclusion took into
account information regarding the CNMV and the Bank of Spain (together,
the ``Spanish Authorities'') and the ECB's roles and practices in
supervising investment firms and credit institutions located in Spain,
as well as their enforcement-related authority and practices.\167\
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    \167\ Id. at 85734-36.
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B. Commenter Views and Final Provisions

    Commenters did not address the Commission's preliminary conclusions
regarding supervisory and enforcement considerations, and the
Commission continues to conclude that the relevant supervisory and
enforcement considerations in Spain are consistent with substituted
compliance. In particular, based on the available information regarding
the Spanish Authorities' and the ECB's authority and practices to
oversee market participants' compliance with applicable requirements
and to take action in the event of violations, the Commission remains
of the view that, consistent with rule 3a71-6, comparability
determinations reflect Spain and EU requirements as they apply in
practice.
    To be clear, the supervisory and enforcement considerations
addressed by rule 3a71-6 do not mandate that the Commission make
judgments regarding the comparative merits of U.S. and foreign
supervisory and enforcement frameworks, or to require specific findings
regarding the supervisory and enforcement effectiveness of a foreign
regime. The rule 3a71-6 considerations regarding supervisory and
enforcement effectiveness instead address whether comparability
analyses related to substituted compliance reflect requirements that
market participants must follow, and for which market participants are
subject to enforcement consequences in the event of violations. Those
considerations are satisfied here.

IX. Conclusion

    It is hereby determined and ordered, pursuant to rule 3a71-6 under
the Exchange Act, that a Covered Entity (as defined in paragraph (f)(1)
of this Order) may satisfy the requirements under the Exchange Act that
are addressed in paragraphs (b) through (e) of this Order so long as
the Covered Entity is subject to and complies with relevant
requirements of the Kingdom of Spain and the European Union and with
the conditions of this Order, as amended or superseded from time to
time.
    (a) General conditions.
    This Order is subject to the following general conditions, in
addition to the conditions specified in paragraphs (b) through (e):
    (1) Activities as MiFID ``investment services or activities.'' For
each condition in paragraphs (b) through (e) of this Order that
requires the application of, and the Covered Entity's compliance with,
provisions of MiFID; provisions of SSMA and/or RD 217/2008 that
implement MiFID; and/or other EU and Spanish requirements adopted
pursuant to those provisions, the Covered Entity's relevant security-
based swap activities constitute ``investment services'' or
``investment activities,'' as defined in MiFID article 4(1)(2) and in
SSMA article 140, and fall within the scope of the Covered Entity's
authorization from the CNMV and the ECB to provide investment services
and/or perform investment activities in the Kingdom of Spain.
    (2) Counterparties as MiFID ``clients.'' For each condition in
paragraphs (b) through (e) of this Order that requires the application
of, and the Covered Entity's compliance with, provisions of MiFID;
provisions of SSMA and/or RD 217/2008 that implement MiFID; and/or
other EU and Spanish requirements adopted pursuant to those provisions,
the relevant counterparty (or potential counterparty) to the Covered
Entity is a ``client'' (or potential ``client''), as defined in MiFID
article 4(1)(9) and in the First Additional Provision of Royal Decree
Law 14/2018, of 28 September.
    (3) Security-based swaps as MiFID ``financial instruments.'' For
each condition in paragraphs (b) through (e) of this Order that
requires the application of, and the Covered Entity's compliance with,
provisions of MiFID; provisions of SSMA and/or RD 217/2008 that
implement MiFID; and/or other EU and Spanish requirements adopted
pursuant to those provisions, the relevant security-based swap is a
``financial instrument,'' as defined in MiFID article 4(1)(15) and in
the Annex to SSMA.

    (4) Covered Entity as CRD/CRR ``institution.'' For each condition
in paragraph (b) through (e) of this Order that requires the
application of, and the Covered Entity's compliance with, the
provisions of CRD; provisions of LOSSEC, RD 84/2015, BoS Circular 2/
2016, SSMA, and/or RD 217/2008 that implement CRD; CRR; and/or other EU
and Spanish requirements adopted pursuant to those provisions, the
Covered Entity is an ``institution,'' as defined in CRD article 3(1)(3)
and CRR article 4(1)(3), and either a credit institution, as defined in
LOSSEC article 1 (in the case of a provision of LOSSEC, RD 84/2015,
and/or BoS Circular 2/2016), or an investment firm, as defined in SSMA
article 138 (in the case of a provision of SSMA and/or RD 217/2008 that
implements CRD).
    (5) Counterparties as EMIR ``counterparties.'' For each condition
in paragraphs (b) through (e) of this Order that requires the
application of, and the Covered Entity's compliance with, provisions of
EMIR, EMIR RTS, EMIR Margin RTS, and/or other EU requirements adopted
pursuant to those provisions, if the relevant provision applies only to
the Covered Entity's activities with specified types of counterparties,
and if the counterparty to the Covered Entity is not any of the
specified types of counterparty, the Covered Entity complies with the
applicable condition of this Order:
    (i) As if the counterparty were the specified type of counterparty;
in this regard, if the Covered Entity reasonably determines that the
counterparty would be a financial counterparty if it were established
in the EU and authorized by an appropriate EU authority, it must treat
the counterparty as if the counterparty were a financial counterparty;
    (ii) Without regard to the application of EMIR article 13; and
    (iii) Only to the extent that an Exchange Act section or rule cited
in paragraphs (b) through (e) of this Order applies to the security-
based swap activities with that counterparty.
    (6) Security-based swap status under EMIR. For each condition in
paragraphs (b) through (e) of this Order that requires the application
of, and the Covered Entity's compliance with, provisions of EMIR, EMIR
RTS, EMIR Margin RTS, and/or other EU requirements adopted pursuant to
those provisions, if the relevant provision applies to the Covered
Entity's OTC derivatives or OTC derivative contracts that have not been
cleared by a central counterparty, then either:
    (i) The relevant security-based swap is an ``OTC derivative'' or
``OTC derivative contract,'' as defined in EMIR article 2(7), that has
not been cleared by a central counterparty and otherwise is subject to
the provisions of EMIR article 11, EMIR RTS articles 11 through 15, and
EMIR Margin RTS article 2; or
    (ii) The relevant security-based swap has been cleared by a central
counterparty that is authorized or recognized to clear derivatives
contracts by a relevant authority in the EU.
    (7) Memorandum of Understanding with the Spanish Authorities. The
Commission and the CNMV and the Bank of Spain have a supervisory and
enforcement memorandum of understanding and/or other arrangement
addressing cooperation with respect to this Order at the time the
Covered Entity complies with the relevant requirements under the
Exchange Act via compliance with one or more provisions of this Order.
    (8) Memorandum of Understanding Regarding ECB-Owned Information.
The Commission and the ECB have a supervisory and enforcement
memorandum of understanding and/or other arrangement addressing
cooperation with respect to this Order as it pertains to information
owned by the ECB at the time the Covered Entity complies with the
relevant requirements under the Exchange Act via compliance with one or
more provisions of this Order.
    (9) Notice to Commission. A Covered Entity relying on this Order
must provide notice of its intent to rely on this Order by notifying
the Commission in writing. Such notice must be sent to the Commission
in the manner specified on the Commission's website. The notice must
include the contact information of an individual who can provide
further information about the matter that is the subject of the notice.
The notice must also identify each specific substituted compliance
determination within paragraphs (b) through (e) of this Order for which
the Covered Entity intends to apply substituted compliance. A Covered
Entity must promptly provide an amended notice if it modifies its
reliance on the substituted compliance determinations in this Order.
    (10) European Union Cross-Border Matters.
    (i) If, in relation to a particular service provided by a Covered
Entity, responsibility for ensuring compliance with any provision of
MiFID or MiFIR or any other EU or Spanish requirement adopted pursuant
to MiFID or MiFIR listed in paragraphs (b) through (e) of this Order is
allocated to an authority of the Member State of the European Union in
whose territory a Covered Entity provides the service, the CNMV must be
the authority responsible for supervision and enforcement of that
provision or requirement in relation to the particular service.
    (ii) If responsibility for ensuring compliance with any provision
of MAR or any other EU requirement adopted pursuant to MAR listed in
paragraphs (b) through (e) of this Order is allocated to one or more
authorities of a Member State of the European Union, one of such
authorities must be the CNMV.
    (11) Notification Requirements Related to Changes in Capital. A
Covered Entity that is prudentially regulated relying on this Order
must apply substituted compliance with respect to the requirements of
Exchange Act rule 18a-8(c) and the requirements of Exchange Act rule
18a-8(h) as applied to Exchange Act rule 18a-8(c).
    (b) Substituted compliance in connection with risk control
requirements.
    This Order extends to the following provisions related to risk
control:
    (1) Internal risk management. The requirements of Exchange Act
section 15F(j)(2) and related aspects of Exchange Act rule 15Fh-
3(h)(2)(iii)(I), provided that
    (i) The Covered Entity is subject to and complies with the
requirements of:
    (A) MiFID articles 16 and 23; SSMA articles 193, 194, 208bis,
220bis, 221, 222, 223, and 224; and RD 217/2008 articles 30, 30bis,
30ter, 30qu[aacute]ter, 30quinqies, 30sexies, 32, 41, 42, 43, 44, 45,
46, 47, 48, 61, 66, 67, 68, 69, 70, 71, 72, 72bis, 72ter, 73, 74,
74bis, 74ter, 75, 75bis, 76, 76bis, and 79; and, if the Covered Entity
is a credit institution, also BoS Circular 2/2016 article 43 and RD 84/
2015 article 22;
    (B) MiFID Org Reg articles 21 through 37, 72 through 76 and Annex
IV;
    (C) CRD articles 74, 76, 79 through 87, 88(1), 91(1) and (2), 91(7)
through (9), 92, 94, and 95; SSMA articles 182(1) and (2) and 183(1)
and (2); and RD 217/2008 article 35; and, if the Covered Entity is a
credit institution, also LOSSEC articles 24, 25, 26, 27, 28, 29, 32,
33, 34, 36, 37, and 38; RD 84/2015 articles 29, 30, 31, 32, 33, 34, 35,
36, 37, 39, 41, 42, 43, 44, 46, 47, 48, 49, 50, 51, 52, 53, and 54; and
BoS Circular 2/2016 articles 26, 27, 28, 29, 30, 31, 32, 33(4), 34, 35,
36, 37, 38, 39, 40, 41, 46, 47, 48, 49, 50, 51, 52, and 60; and, if the
Covered Entity is an investment firm, also SSMA articles 183(3), 184,
184bis, 185, 185bis, 186, 188, 189(1) through (3) and (5), 189bis,
189ter, and 192bis; and RD 217/2008 articles 14(1)(f), 20, 20bis, 21,
22, 24, 31, 31bis, 36, 38, 39(1) and (2), 40, 88, 90, 91, 92, 93, 94,
95, 96, 97(1) through (3), and 98;

    (D) CRR articles 286 through 288 and 293; and
    (E) EMIR Margin RTS article 2;
    (ii) If the Covered Entity is an investment firm, the Covered
Entity is not exempt from certain provisions of RD 217/2008 pursuant to
RD 217/2008 article 87(2) and/or (3) and/or exempt from SSMA article
189 pursuant to SSMA article 189(6) and/or (7); and
    (iii) If the Covered Entity is an investment firm, the Covered
Entity establishes, maintains, and implements policies and procedures
for management of residual risk associated with the use of recognized
credit risk mitigation techniques described in RD 217/2008 article
103(1)(c).
    (2) Trade acknowledgement and verification. The requirements of
Exchange Act rule 15Fi-2, provided that the Covered Entity is subject
to and complies with the requirements of EMIR article 11(1)(a) and EMIR
RTS article 12.
    (3) Portfolio reconciliation and dispute reporting. The
requirements of Exchange Act rule 15Fi-3, provided that:
    (i) The Covered Entity is subject to and complies with the
requirements of EMIR article 11(1)(b) and EMIR RTS articles 13 and 15;
and
    (ii) The Covered Entity provides the Commission with reports
regarding disputes between counterparties on the same basis as it
provides those reports to competent authorities pursuant to EMIR RTS
article 15(2).
    (4) Portfolio compression. The requirements of Exchange Act rule
15Fi-4, provided that the Covered Entity is subject to and complies
with the requirements of EMIR RTS article 14.
    (5) Trading relationship documentation. The requirements of
Exchange Act rule 15Fi-5, other than paragraph (b)(5) to that rule when
the counterparty is a U.S. person, provided that the Covered Entity is
subject to and complies with the requirements of EMIR article 11(1)(a),
EMIR RTS article 12, and EMIR Margin RTS article 2.
    (c) Substituted compliance in connection with internal supervision
and compliance requirements and certain Exchange Act section 15F(j)
requirements.
    This Order extends to the following provisions related to internal
supervision and compliance and Exchange Act section 15F(j)
requirements:
    (1) Internal supervision. The requirements of Exchange Act rule
15Fh-3(h) and Exchange Act sections 15F(j)(4)(A) and (j)(5), provided
that:
    (i) The Covered Entity is subject to and complies with the
requirements identified in paragraph (c)(3) of this Order and complies
with the other conditions in that paragraph;
    (ii) The Covered Entity complies with paragraph (c)(4) of this
Order; and
    (iii) This paragraph (c) does not extend to the requirements of
paragraph (h)(2)(iii)(I) to rule 15Fh-3 to the extent those
requirements pertain to compliance with Exchange Act sections
15F(j)(2), (j)(3), (j)(4)(B) and (j)(6), or to the general and
supporting provisions of paragraph (h) to rule 15Fh-3 in connection
with those Exchange Act sections.
    (2) Chief compliance officers. The requirements of Exchange Act
section 15F(k) and Exchange Act rule 15Fk-1, provided that:
    (i) The Covered Entity is subject to and complies with the
requirements identified in paragraph (c)(3) of this Order and complies
with the other conditions in that paragraph;
    (ii) All reports required pursuant to MiFID Org Reg article
22(2)(c) must also:
    (A) Be provided to the Commission at least annually, and in the
English language;
    (B) Include a certification signed by the chief compliance officer
or senior officer (as defined in Exchange Act rule 15Fk-1(e)(2)) of the
Covered Entity that, to the best of the certifier's knowledge and
reasonable belief and under penalty of law, the report is accurate and
complete in all material respects;
    (C) Address the Covered Entity's compliance with:
    (i) Applicable requirements under the Exchange Act; and
    (ii) The other applicable conditions of this Order in connection
with requirements for which the Covered Entity is relying on this
Order;
    (D) Be provided to the Commission no later than 15 days following
the earlier of:
    (i) The submission of the report to the Covered Entity's management
body; or
    (ii) The time the report is required to be submitted to the
management body; and
    (E) Together cover the entire period that the Covered Entity's
annual compliance report referenced in Exchange Act section 15F(k)(3)
and Exchange Act rule 15Fk-1(c) would be required to cover.
    (3) Applicable supervisory and compliance requirements. (i)
Paragraphs (c)(1) and (c)(2) are conditioned on the Covered Entity
being subject to and complying with the following requirements:
    (A) MiFID articles 16 and 23; SSMA articles 193, 194, 208bis,
220bis, 221, 222, 223, and 224; and RD 217/2008 articles 30, 30bis,
30ter, 30qu[aacute]ter, 30quinqies, 30sexies, 32, 41, 42, 43, 44, 45,
46, 47, 48, 61, 66, 67, 68, 69, 70, 71, 72, 72bis, 72ter, 73, 74,
74bis, 74ter, 75, 75bis, 76, 76bis, and 79; and, if the Covered Entity
is a credit institution, also BoS Circular 2/2016 article 43 and RD 84/
2015 article 22;
    (B) MiFID Org Reg articles 21 through 37, 72 through 76 and Annex
IV;
    (C) CRD articles 74, 76, 79 through 87, 88(1), 91(1) and (2), 91(7)
through (9), 92, 94, and 95; SSMA articles 182(1) and (2) and 183(1)
and (2); and RD 217/2008 article 35; and, if the Covered Entity is a
credit institution, also LOSSEC articles 24, 25, 26, 27, 28, 29, 32,
33, 34, 36, 37, and 38; RD 84/2015 articles 29, 30, 31, 32, 33, 34, 35,
36, 37, 39, 41, 42, 43, 44, 46, 47, 48, 49, 50, 51, 52, 53, and 54; and
BoS Circular 2/2016 articles 26, 27, 28, 29, 30, 31, 32, 33(4), 34, 35,
36, 37, 38, 39, 40, 41, 46, 47, 48, 49, 50, 51, 52, and 60; and, if the
Covered Entity is an investment firm, also SSMA articles 183(3), 184,
184bis, 185, 185bis, 186, 188, 189(1) through (3) and (5), 189bis,
189ter, and 192bis; and RD 217/2008 articles 14(1)(f), 20, 20bis, 21,
22, 24, 30, 31, 31bis, 36, 38, 39(1) and (2), 40, 88, 90, 91, 92, 93,
94, 95, 96, 97(1) through (3), and 98;
    (D) CRR articles 286 through 288 and 293; and
    (E) EMIR Margin RTS article 2.
    (ii) Paragraphs (c)(1) and (c)(2) also are conditioned on the
Covered Entity's compliance with the following conditions:
    (A) If the Covered Entity is an investment firm, the Covered Entity
is not exempt from certain provisions of RD 217/2008 pursuant to RD
217/2008 article 87(2) and/or (3) and/or exempt from SSMA article 189
pursuant to SSMA article 189(6) and/or (7); and
    (B) If the Covered Entity is an investment firm, the Covered Entity
establishes, maintains, and implements policies and procedures for
management of residual risk associated with the use of recognized
credit risk mitigation techniques described in RD 217/2008 article
103(1)(c).
    (4) Additional condition to paragraph (c)(1). Paragraph (c)(1)
further is conditioned on the requirement that the Covered Entity
complies with the provisions specified in paragraph (c)(3) as if those
provisions also require compliance with:
    (i) Applicable requirements under the Exchange Act; and
    (ii) The other applicable conditions of this Order in connection
with requirements for which the Covered Entity is relying on this
Order.

    (d) Substituted compliance in connection with counterparty
protection requirements.
    This Order extends to the following provisions related to
counterparty protection:
    (1) Disclosure of information regarding material risks and
characteristics. The requirements of Exchange Act rule 15Fh-3(b)
relating to disclosure of material risks and characteristics of one or
more security-based swaps subject thereto, provided that the Covered
Entity, in relation to that security-based swap, is subject to and
complies with the requirements of MiFID article 24(4); SSMA articles
209(1) and (3) and 210(1); RD 217/2008 articles 65 and 77(1); and MiFID
Org Reg articles 48-50.
    (2) Disclosure of information regarding material incentives or
conflicts of interest. The requirements of Exchange Act rule 15Fh-3(b)
relating to disclosure of material incentives or conflicts of interest
that a Covered Entity may have in connection with one or more security-
based swaps subject thereto, provided that the Covered Entity, in
relation to that security-based swap, is subject to and complies with
the requirements of either:
    (i) MiFID article 23(2) and (3); RD 217/2008 article 61(2) and (3);
and MiFID Org Reg articles 33-35;
    (ii) MiFID article 24(9); MiFID Delegated Directive article 11(5);
and SSMA articles 220ter, 220qu[aacute]ter, and 220quinquies; RD 217/
2008 articles 62, 63, and 64; or
    (iii) MAR article 20(1) and MAR Investment Recommendations
Regulation articles 5 and 6.
    (3) ``Know your counterparty.'' The requirements of Exchange Act
rule 15Fh-3(e), as applied to one or more security-based swap
counterparties subject thereto, provided that the Covered Entity, in
relation to the relevant security-based swap counterparty, is subject
to and complies with the requirements of MiFID article 16(2) and (6);
SSMA articles 193(2)(a) and 194(1); RD 217/2008 articles 30 and 32(1)
and (10); MiFID Org Reg articles 21, 22, 25, 26, 72, 74, 75 and
applicable parts of Annexes I and IV; CRD articles 74(1) and 85(1);
SSMA articles 182(1) and 193(3)(b); and RD 217/2008 article 35 and, if
the Covered Entity is a credit institution, also LOSSEC article 29(1);
RD 84/2015 articles 43 and 52(1); BoS Circular 2/2016 article 28; and,
if the Covered Entity is an investment firm, also SSMA article 189bis
and RD 217/2008 article 96(1).
    (4) Suitability. The requirements of Exchange Act rule 15Fh-3(f),
as applied to one or more recommendations of a security-based swap or
trading strategy involving a security-based swap subject thereto,
provided that:
    (i) The Covered Entity, in relation to the relevant recommendation,
is subject to and complies with the requirements of MiFID articles
24(2) and (3) and 25(1) and (2); SSMA articles 208ter(1) and (2),
209(2), 212, 213, and 220sexies; RD 217/2008 articles 66, 71, 72,
72bis, 72ter, 73, 74, 74bis, 74ter, 75, 75bis, 76bis, and 80; CNMV
Technical Guide 4/2017; and MiFID Org Reg articles 21(1)(b) and (d),
54, and 55; and
    (ii) The counterparty to which the Covered Entity makes the
recommendation is a ``professional client'' mentioned in MiFID Annex II
section I and in SSMA article 205 and RD 217/2008 article 58 and is not
a ``special entity'' as defined in Exchange Act section 15F(h)(2)(C)
and Exchange Act rule 15Fh-2(d).
    (5) Fair and balanced communications. The requirements of Exchange
Act rule 15Fh-3(g), as applied to one or more communications subject
thereto, provided that the Covered Entity, in relation to the relevant
communication, is subject to and complies with the requirements of:
    (i) Either MiFID articles 24(1) and (3) and SSMA articles 208 and
209(2) or MiFID article 30(1) and SSMA article 207(4); and
    (ii) MiFID articles 24(4) and (5); SSMA articles 209(1) and (3) and
210(1); RD 217/2008 article 77; MiFID Org Reg articles 46-48; MAR
articles 12(1)(c), 15 and 20(1); and MAR Investment Recommendations
Regulation articles 3 and 4.
    (6) Daily mark disclosure. The requirements of Exchange Act rule
15Fh-3(c), as applied to one or more security-based swaps subject
thereto, provided that the Covered Entity is required to reconcile, and
does reconcile, the portfolio containing the relevant security-based
swap on each business day pursuant to EMIR articles 11(1)(b) and 11(2)
and EMIR RTS article 13.
    (e) Substituted compliance in connection with recordkeeping,
reporting, and notification requirements.
    This Order extends to the following provisions that apply to a
Covered Entity related to recordkeeping, reporting, and notification:
    (1)(i) Make and keep current certain records. The requirements of
the following provisions of Exchange Act rule 18a-5, provided that the
Covered Entity complies with the relevant conditions in this paragraph
(e)(1)(i) and with the applicable conditions in paragraph (e)(1)(ii):
    (A) The requirements of Exchange Act rule 18a-5(b)(1), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 74, 75, and Annex IV; MiFIR
article 25(1);
    (B) The requirements of Exchange Act rule 18a-5(b)(2), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Delegated Directive article 2; MiFID Org Reg
articles 72, 74 and 75; EMIR article 39(4); RD 217/2008 article 41;
    (C) The requirements of Exchange Act rule 18a-5(b)(3), provided
that the Covered Entity is subject to and complies with the
requirements of CRR article 103; MiFID articles 16(6), 25(5), and
25(6); MiFID Org Reg articles 59, 74, 75 and Annex IV; MiFIR article
25(1); EMIR articles 9(2) and 11(1)(a); SSMA articles 194(1), 218, and
211; and RD 217/2008 articles 3, 32(1), and 82;
    (D) The requirements of Exchange Act rule 18a-5(b)(4), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg article 59; EMIR articles 9(2) and
11(1)(a); MiFID articles 16(6), 25(5), and 25(6); SSMA articles 194(1),
218, and 211; and RD 217/2008 articles 3, 32(1), and 82;
    (E) The requirements of Exchange Act rule 18a-5(b)(5), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 74, 75, and Annex IV; and MiFIR
article 25(1);
    (F) The requirements of Exchange Act rules 18a-5(b)(6) and (b)(11),
provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of CRR articles 103, 105(3), and 105(10); CRD article 73;
MiFID articles 16(6), 25(5), 25(6); MiFID Delegated Directive article
2; MiFID Org Reg articles 59, 74, 75, and Annex IV; MiFIR article
25(1); EMIR articles 9(2), 11(1)(a), and 39(4); SSMA articles 194(1),
218, 211; and RD 217/2008 articles 3, 32(1), 41, and 82; and
    (2) The Covered Entity applies substituted compliance for the
requirements of Exchange Act rule 15Fi-2 pursuant to this Order;
    (G) The requirements of Exchange Act rule 18a-5(b)(7), provided
that the Covered Entity is subject to and complies with the
requirements of MiFIR article 25(1); MiFID article 25(2); MiFID Org Reg
article 74 and section 1 of Annex 4; and SSMA article 213; (H) The
requirements of Exchange Act rule 18a-5(b)(8), provided that the
Covered Entity is subject to and complies with the requirements of
MiFID Org Reg articles 21(1)(d), 35; CRD articles 88,

91(1), 91(8); MiFID articles 9(1) and 16(3); SSMA articles 193(2)(b)
and 208bis; LOSSEC articles 24(1) and 29(2); and BoS Circular 2/2016
Rule 32(1);
    (I) The requirements of Exchange Act rule 18a-5(b)(13), regarding
one or more provisions of Exchange Act rules 15Fh-3 or 15Fk-1 for which
substituted compliance is available under this Order, provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 72, 73, 74, 75, and Annexes I
and IV; MiFID articles 16(6) and 25(2); EMIR article 39(5); SSMA
articles 194(1) and 213; and RD 217/2008 article 32(1) and (10), in
each case with respect to the relevant security-based swap or activity;
    (2) With respect to the portion of Exchange Act rule 18a-5(b)(13)
that relates to one or more provisions of Exchange Act rule 15Fh-3 for
which substituted compliance is available under this Order, the Covered
Entity applies substituted compliance for such business conduct
standard(s) of Exchange Act rule 15Fh-3 pursuant to this Order, as
applicable, with respect to the relevant security-based swap or
activity; and
    (3) With respect to the portion of Exchange Act rule 18a-5(b)(13)
that relates to Exchange Act rule 15Fk-1, the Covered Entity applies
substituted compliance for Exchange Act section 15F(k) and Exchange Act
rule 15Fk-1 pursuant to this Order;
    (J) The requirements of Exchange Act rule 18a-5(b)(14)(i) and (ii),
provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 11(1)(b) and EMIR RTS article 15(1)(a);
and
    (2) The Covered Entity applies substituted compliance for Exchange
Act rule 15Fi-3 pursuant to this Order; and
    (K) The requirements of Exchange Act rule 18a-5(b)(14)(iii),
provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 11(1)(b) and EMIR RTS article 15(1)(a), in
each case with respect to such security-based swap portfolio(s); and
    (2) The Covered Entity applies substituted compliance for Exchange
Act rule 15Fi-4 pursuant to this Order.
    (ii) Paragraph (e)(1)(i) is subject to the following further
conditions:
    (A) Paragraphs (e)(1)(i)(A) through (C) and (G) are subject to the
condition that the Covered Entity preserves all of the data elements
necessary to create the records required by the applicable Exchange Act
rules cited in such paragraphs and upon request furnishes promptly to
representatives of the Commission the records required by those rules;
    (B) A Covered Entity may apply the substituted compliance
determination in paragraph (e)(1)(i)(I) to records of compliance with
Exchange Act rule 15Fh-3(b), (c), (e), (f) and (g) in respect of one or
more security-based swaps or activities related to security-based
swaps; and
    (C) This Order does not extend to the requirements of Exchange Act
rule 18a-5(b)(9), (b)(10) or (b)(12).
    (2)(i) Preserve certain records. The requirements of the following
provisions of Exchange Act rule 18a-6, provided that the Covered Entity
complies with the relevant conditions in this paragraph (e)(2)(i) and
with the applicable conditions in paragraph (e)(2)(ii):
    (A) The requirements of Exchange Act rule 18a-6(a)(2), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 72, 74, 75, and Annex IV; CRR
article 103; MiFIR article 25(1); EMIR article 9(2); MiFID articles
16(6) and 69(2); CRD article 73; MiFID Delegated Directive article 2;
SSMA articles 194(1), 234; and RD 217/2008 articles 32(1) and 41;
    (B) The requirements of Exchange Act rule 18a-6(b)(2)(i), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 72, 74, 75, and Annex IV; CRR
article 103; MiFIR article 25(1); EMIR article 9(2); MiFID articles
16(6) and 69(2); CRD article 73; MiFID Delegated Directive article 2;
SSMA articles 194(1), 234; and RD 217/2008 articles 32(1) and 41;
    (C) The requirements of Exchange Act rule 18a-6(b)(2)(ii), provided
that the Covered Entity is subject to and complies with the
requirements of CRR article 103; MiFID Org Reg articles 72, 73, 74, 75,
76, Annex I and Annex IV; MiFIR article 25(1); EMIR article 9(2); CRD
article 73; MiFID articles 16(6), 16(7); MiFID Delegated Directive
article 2; SSMA articles 194(1) through (3); and RD 217/2008 articles
32(1) through (8) and 41;
    (D) The requirements of Exchange Act rule 18a-6(b)(2)(iii),
provided that the Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MiFID Org Reg articles 72(1) and 73;
MiFID article 16(6); SSMA articles 194(1); and RD 217/2008 article
32(1);
    (E) The requirements of Exchange Act rule 18a-6(b)(2)(iv), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 72(1) and 73; MiFIR article
25(1); EMIR article 9(2); MiFID article 16(6); SSMA articles 194(1);
and RD 217/2008 article 32(1);
    (F) The requirements of Exchange Act rule 18a-6(b)(2)(vii),
regarding one or more provisions of Exchange Act rules 15Fh-3 or 15Fk-1
for which substituted compliance is available under this Order,
provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MiFID Org Reg articles 72, 74, and
75 and Annexes I and IV; MiFID article 16(6); SSMA articles 194(1); and
RD 217/2008 article 32(1) and (10), in each case with respect to the
relevant security-based swap or activity;
    (2) With respect to the portion of Exchange Act rule 18a-
6(b)(2)(vii) that relates to one or more provisions of Exchange Act
rule 15Fh-3 for which substituted compliance is available under this
Order, the Covered Entity applies substituted compliance for such
business conduct standard(s) of Exchange Act rule 15Fh-3 pursuant to
this Order, as applicable, with respect to the relevant security-based
swap or activity; and
    (3) With respect to the portion of Exchange Act rule 18a-
6(b)(2)(vii) that relates to Exchange Act rule 15Fk-1, the Covered
Entity applies substituted compliance for Exchange Act section 15F(k)
and Exchange Act rule 15Fk-1 pursuant to this Order;
    (G) The requirements of Exchange Act rule 18a-6(c), provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 21(1)(f) and 72(1); MiFID
article 16(6); SSMA articles 194(1); and RD 217/2008 article 32(1); and
    (2) This Order does not extend to the requirements of Exchange act
rule 18a-6(c) relating to Forms SBSE, SBSE-A, SBSE-C, SBSE-W, all
amendments to these forms, and all other licenses or other
documentation showing the registration of the Covered Entity with any
securities regulatory authority or the U.S. Commodity Futures Trading
Commission;
    (H) The requirements of Exchange Act rule 18a-6(d)(1), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 35 and 72(1); CRD articles 88,
91(1), 91(8); MiFID article 9(1), 16(3), 16(6); LOSSEC articles 24(1)
and 29(1) and (2); SSMA articles 193(2)(b), 194(1), and 208bis; RD 217/
2008 articles 30, 31, and 32(1); and BoS Circular 2/2016 Rule 32(1);
    (I) The requirements of Exchange Act rule 18a-6(d)(2)(ii), provided
that the Covered Entity is subject to and

complies with the requirements of EMIR article 9(2); MiFID Org Reg
articles 72(1) and 72(3); MiFID article 16(6); SSMA articles 194(1);
and RD 217/2008 article 32(1);
    (J) The requirements of Exchange Act rule 18a-6(d)(3)(ii), provided
that the Covered Entity is subject to and complies with the
requirements of MiFID Org Reg articles 21(1)(f), 72, 73, and Annex I;
MiFID article 16(6); SSMA articles 194(1); and RD 217/2008 article
32(1);
    (K) The requirements of Exchange Act rule 18a-6(d)(4) and (d)(5),
provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of EMIR article 9(2); MiFID Org Reg articles 24, 25(2),
72(1) and 73; MiFID articles 16(2), 16(6), and 25(5); SSMA articles
193(2)(a), 194(1), and 218; and RD 217/2008 articles 30(2), 32(1), and
82; and
    (2) The Covered Entity applies substituted compliance for Exchange
Act rules 15Fi-3, 15Fi-4, and 15Fi-5 pursuant to this Order;
    (L) The requirements of Exchange Act rule 18a-6(e), provided that
the Covered Entity is subject to and complies with the requirements of
MiFID Org Reg articles 21(2), 58, 72(1) and 72(3); MiFID articles
16(5), 16(6); SSMA articles 193(3) and 194(1); and RD 217/2008 article
32(1); and
    (M) The requirements of Exchange Act rule 18a-6(f), provided that
the Covered Entity is subject to and complies with the requirements of
MiFID Org Reg article 31(1); MiFID article 16(5); and SSMA article
193(3).
    (ii) Paragraph (e)(2)(i) is subject to the following further
conditions:
    (A) A Covered Entity may apply the substituted compliance
determination in paragraph (e)(2)(i)(F) to records related to Exchange
Act rule 15Fh-3(b), (c), (e), (f) and (g) in respect of one or more
security-based swaps or activities related to security-based swaps; and
    (B) This Order does not extend to the requirements of Exchange Act
rule 18a-6(b)(2)(v), (b)(2)(vi), or (b)(2)(viii).
    (3) File Reports. The requirements of Exchange Act rule 18a-7(a)(2)
and the requirements of Exchange Act rule 18a-7(j) as applied to the
requirements of Exchange Act rule 18a-7(a)(2), provided that:
    (i) The Covered Entity is subject to and complies with the
requirements of CRR articles 99, 394, 430 and Part Six: Title II and
Title III; CRR Reporting ITS annexes I, II, III, IV, V, VIII, IX, X,
XI, XII and XIII, as applicable; and
    (ii) The Covered Entity files periodic unaudited financial and
operational information with the Commission or its designee in the
manner and format required by Commission rule or order and presents the
financial information in the filing in accordance with generally
accepted accounting principles that the Covered Entity uses to prepare
general purpose publicly available or available to be issued financial
statements in Spain.
    (4)(i) Provide Notification. The requirements of the following
provisions of Exchange Act rule 18a-8, provided that the Covered Entity
complies with the relevant conditions in this paragraph (e)(4)(i) and
with the applicable conditions in paragraph (e)(4)(ii):
    (A) The requirements of Exchange Act rule 18a-8(c) and the
requirements of Exchange Act rule 18a-8(h) as applied to the
requirements of Exchange Act rule 18a-8(c), provided that the Covered
Entity is subject to and complies with the requirements of LOSSEC
articles 116, 119, 121, and 122; and SSMA articles 276bis, 276ter,
276qu[aacute]ter, and 276quinquies;
    (B) The requirements of Exchange Act rule 18a-8(d) and the
requirements of Exchange Act rule 18a-8(h) as applied to the
requirements of Exchange Act rule 18a-8(d), provided that:
    (1) The Covered Entity is subject to and complies with the
requirements of LOSSEC articles 116, 119, 121, and 122; and SSMA
articles 276bis, 276ter, 276qu[aacute]ter, and 276quinquies; and
    (2) This Order does not extend to the requirements of Exchange Act
rule 18a-8(d) to give notice with respect to books and records required
by Exchange Act rule 18a-5 for which the Covered Entity does not apply
substituted compliance pursuant to this Order;
    (ii) Paragraph (e)(4)(i) is subject to the following further
conditions:
    (A) The Covered Entity:
    (1) Simultaneously sends a copy of any notice required to be sent
by Spanish law cited in this paragraph of the Order to the Commission
in the manner specified on the Commission's website; and
    (2) Includes with the transmission the contact information of an
individual who can provide further information about the matter that is
the subject of the notice; and
    (B) This Order does not extend to the requirements of paragraph (g)
of rule 18a-8 or to the requirements of Exchange Act rule 18a-8(h) as
applied to such requirements.
    (5) Daily Trading Records. The requirements of Exchange Act section
15F(g), provided that the Covered Entity is subject to and complies
with the requirements of SSMA Article 194(1); and RD 217/2008 Article
32(1).
    (6) Examination and Production of Records. Notwithstanding the
forgoing provisions of paragraph (e) of this Order, this Order does not
extend to, and Covered Entities remain subject to, the requirement of
Exchange Act section 15F(f) to keep books and records open to
inspection by any representative of the Commission and the requirement
of Exchange Act rule 18a-6(g) to furnish promptly to a representative
of the Commission legible, true, complete, and current copies of those
records of the Covered Entity that are required to be preserved under
Exchange Act rule 18a-6, or any other records of the Covered Entity
that are subject to examination or required to be made or maintained
pursuant to Exchange Act section 15F that are requested by a
representative of the Commission.
    (7) English Translations. Notwithstanding the forgoing provisions
of paragraph (e) of this Order, to the extent documents are not
prepared in the English language, Covered Entities must promptly
furnish to a representative of the Commission upon request an English
translation of any record, report, or notification of the Covered
Entity that is required to be made, preserved, filed, or subject to
examination pursuant to Exchange Act section 15F of this Order.
    (f) Definitions.
    (1) ``Covered Entity'' means an entity that:
    (i) Is a security-based swap dealer or major security-based swap
participant registered with the Commission;
    (ii) Is not a ``U.S. person,'' as that term is defined in rule
3a71-3(a)(4) under the Exchange Act; and
    (iii) Is an investment firm or a credit institution authorized by
the CNMV and the ECB to provide investment services and/or perform
investment activities in the Kingdom of Spain; and
    (iv) Is a significant institution supervised by the CNMV and the
ECB (with the participation of the BoS).
    (2) ``MiFID'' means the ``Markets in Financial Instruments
Directive,'' Directive 2014/65/EU, as amended from time to time.
    (3) ``MiFID Org Reg'' means Commission Delegated Regulation (EU)
2017/565, as amended from time to time.
    (4) ``MiFID Delegated Directive'' means Commission Delegated
Directive (EU) 2017/593, as amended from time to time.
    (5) ``MiFIR'' means Regulation (EU) 600/2014, as amended from time
to time.
    (6) ``EMIR'' means the ``European Market Infrastructure
Regulation,''

Regulation (EU) 648/2012, as amended from time to time.
    (7) ``EMIR RTS'' means Commission Delegated Regulation (EU) 149/
2013, as amended from time to time.
    (8) ``EMIR Margin RTS'' means Commission Delegated Regulation (EU)
2016/2251, as amended from time to time.
    (9) ``CRD'' means Directive 2013/36/EU, as amended from time to
time.
    (10) ``CRR'' means Regulation (EU) 575/2013, as amended from time
to time.
    (11) ``CRR Reporting ITS'' means Commission Implementing Regulation
(EU) 680/2014, as amended from time to time.
    (12) ``MAR'' means the ``Market Abuse Regulation,'' Regulation (EU)
596/2014, as amended from time to time.
    (13) ``MAR Investment Recommendations Regulation'' means Commission
Delegated Regulation (EU) 2016/958, as amended from time to time.
    (14) ``CNMV'' means the Spanish Comisi[oacute]n Nacional del
Mercado de Valores.
    (15) ``BoS'' means the Spanish Banco de Espa[ntilde]a.
    (16) ``ECB'' means the European Central Bank.
    (17) ``Accounting Directive'' means Directive 2013/34/EU of the
European Parliament and of the Council of 26 June 2013, as amended from
time to time.
    (18) ``BRRD'' means Bank Recovery and Resolution Directive 2014/59/
EU of the European Parliament and of the Council of 15 May 2014, as
amended from time to time.
    (19) ``SSMA'' means the Spanish Securities Market Act, Royal
Legislative Decree 4/2015, of October 23, as amended from time to time.
    (20) ``RD 217/2008'' means Royal Decree 217/2008, of February 15,
as amended from time to time.
    (21) ``LOSSEC'' means the Act on Regulation, Supervision, and
Solvency of Credit Institutions, Law 10/2014, of June 26, as amended
from time to time.
    (22) ``RD 84/2015'' means Royal Decree 84/2015, of February 13, as
amended from time to time.
    (23) ``BoS Circular 2/2016'' means Circular 2/2016, of February 2,
of the Bank of Spain, as amended from time to time.
    (24) ``Prudentially regulated'' means a Covered Entity that has a
``prudential regulator'' as that term is defined in Exchange Act
section 3(a)(74).

    By the Commission.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2021-23444 Filed 10-27-21; 8:45 am]
BILLING CODE 8011-01-P