[Federal Register Volume 82, Number 146 (Tuesday, August 1, 2017)]
[Notices]
[Pages 35844-35855]
[FR Doc No: 2017-16173]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81223; File No. SBSDR-2017-01]

Security-Based Swap Data Repositories; ICE Trade Vault, LLC;
Notice of Filing of Amended Application for Registration as a Security-
Based Swap Data Repository

July 27, 2017.

I. Introduction

    On May 1, 2017, ICE Trade Vault, LLC (``ICE Trade Vault'') amended
its Form SDR (``Initial Form SDR'') \1\ seeking registration with the
Securities and Exchange Commission (``Commission'' or ``SEC'') as a
security-based swap data repository (``SDR'') (``Amended Form
SDR'').\2\ In its Amended Form SDR, ICE Trade Vault proposes to operate
as a registered SDR for security-based swap (``SBS'') transactions in
the credit derivatives asset class.\3\ The Commission previously
published notice of ICE Trade Vault's Initial Form SDR on April 22,
2016, to solicit comments from interested persons. The comment period
closed on May 31, 2016. To date, the Commission has received six
comment letters on the ICE Trade Vault application.\4\ After the close
of the comment period, ICE Trade Vault submitted its Amended Form SDR
with revisions to several policies and procedures.\5\ ICE Trade Vault's
proposed revisions described herein reflect substantive changes from
what was reflected in ICE Trade Vault's Initial Form SDR, including
amendments to the process to confirm data accuracy and completeness
with a non-reporting side; fee schedule; policies and procedures
regarding access; policies and procedures on regulator access; policies
and procedures related to the correction of errors; policies and
procedures related to satisfying the requirements of Regulation SBSR;
and certain key terms and definitions. The Commission seeks comment
from interested parties on these changes and is publishing ICE Trade
Vault's revisions in its Amended Form SDR with a 21-day comment
period.\6\
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    \1\ See Exchange Act Release No. 77699 (Apr. 22, 2016), 81 FR
25475 (Apr. 28, 2016) (``ICE Trade Vault Notice Release''). As noted
in the ICE Trade Vault Notice Release, ICE Trade Vault's Form SDR
was submitted to the Commission on March 29, 2016 and amended on
April 18, 2016.
    \2\ ICE Trade Vault filed its Amended Form SDR, including the
exhibits thereto, electronically with the Commission. The
descriptions set forth in this notice regarding the structure and
operations of ICE Trade Vault have been derived, excerpted, and/or
summarized from information in ICE Trade Vault's Amended Form SDR
application, and principally from ICE Trade Vault's Guidebook
(Exhibit GG.2), which outlines the applicant's policies and
procedures designed to address its statutory and regulatory
obligations as an SDR registered with the Commission. ICE Trade
Vault's Amended Form SDR and non-confidential exhibits thereto are
available on https://www.sec.gov/Archives/edgar/data/1658496/000165849617000009/0001658496-17-000009-index.htm. In addition, the
public may access copies of these materials on the Commission's Web
site at: https://www.sec.gov/rules/other/2017/34-81223.pdf.
    \3\ ICE Trade Vault's Form SDR application also constitutes an
application for registration as a securities information processor.
See Exchange Act Release No. 74246 (Feb. 11, 2015), 80 FR 14438,
14458 (Mar. 19, 2015) (``SDR Adopting Release'').
    \4\ See letters from Tara Kruse, Director, Co-Head of Data,
Reporting and FpML, International Swaps and Derivatives Association,
Inc. (May 24, 2016); Tara Kruse, Director, Co-Head of Data,
Reporting and FpML, International Swaps and Derivatives Association,
Inc. (May 31, 2016); Jennifer S. Choi, Associate General Counsel,
Investment Company Institute (May 31, 2016); Timothy W. Cameron,
Asset Management Group--Head, and Laura Martin, Asset Management
Group--Managing Director and Associate General Counsel, Securities
Industry and Financial Markets Association (May 31, 2016); Tod
Skarecky, Vice President, Clarus Financial Technology (May 31,
2016); Andrew Rogers, Director and Global Head of Reference Data,
IHS Markit (Aug. 8, 2016). Additionally, on July 1, 2016, ICE Trade
Vault submitted its own letter, responding to comments received. See
letter from Kara Dutta, General Counsel, and Tara Manuel, Director,
ICE Trade Vault, LLC (July 1, 2016). Copies of all comment letters
are available at https://www.sec.gov/comments/sbsdr-2016-01/sbsdr201601.htm.
    \5\ See supra note 2.
    \6\ The Commission intends to address any comments received for
this notice, as well as those comments previously submitted
regarding the Initial Form SDR, when the Commission makes a
determination of whether to register ICE Trade Vault as an SDR
pursuant to Rule 13n-1(c).
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II. Background

A. SDR Registration, Duties and Core Principles, and Regulation SBSR

    Section 763(i) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 added Section 13(n) to the Securities Exchange
Act of 1934 (``Exchange Act''), which makes it ``unlawful for any
person, unless registered with the Commission, directly or indirectly,
to make use of the mails or any means or instrumentality of interstate
commerce to perform the function of a security-based SDR.'' To be
registered and maintain registration, each SDR must comply with certain
requirements and ``core principles'' described in Section 13(n) as well
as any requirements that the Commission may impose by rule or
regulation.\7\
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    \7\ 15 U.S.C. 78m(n).
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    Exchange Act Rules 13n-1 through 13n-12 (``SDR rules'') establish
the procedures and Form SDR by which an SDR shall register with the
Commission and certain ``duties and core principles'' to which an SDR
must adhere.\8\ Among other requirements, the SDR rules require an SDR
to collect and maintain accurate SBS data and make such data available
to the Commission and other authorities so that relevant authorities
will be better able to monitor the buildup and concentration of risk
exposure in the SBS market.\9\
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    \8\ See SDR Adopting Release, 80 FR 14438.
    \9\ See id. at 14450.
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    Concurrent with the Commission's adoption of the SDR rules, the
Commission adopted,\10\ and later amended,\11\ Exchange Act Rules 900
to 909 (``Regulation SBSR''),\12\ which, among other things, provide
for the reporting of SBS trade data to registered

SDRs, and the public dissemination of SBS transaction, volume, and
pricing information by registered SDRs. In addition, Regulation SBSR
requires each registered SDR to register with the Commission as a
securities information processor (``SIP'').\13\
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    \10\ See Securities Exchange Act Release No. 74244 (Feb. 11,
2015), 80 FR 14563 (Mar. 19, 2015).
    \11\ See Securities Exchange Act Release No. 78321 (July 14,
2016), 81 FR 53546 (Aug. 12, 2016).
    \12\ See 17 CFR 242.900 to 242.909; see also Exchange Act
Release No. 74244 (Feb. 11, 2015), 80 FR 14563 (Mar. 19, 2015)
(``Regulation SBSR Adopting Release'').
    \13\ See Regulation SBSR Adopting Release, 80 FR at 14567; see
supra note 3.
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B. Standard for Granting SDR Registration

    To be registered with the Commission as an SDR and maintain such
registration, an SDR is required (absent an exemption) to comply with
the requirements and core principles described in Exchange Act Section
13(n), as well as with any requirements that the Commission adopts by
rule or regulation.\14\ Exchange Act Rule 13n-1(c)(3) provides that the
Commission shall grant the registration of an SDR if it finds that the
SDR is so organized, and has the capacity, to be able to (i) assure the
prompt, accurate, and reliable performance of its functions as an SDR,
(ii) comply with any applicable provisions of the securities laws and
the rules and regulations thereunder, and (iii) carry out its functions
in a manner consistent with the purposes of Section 13(n) of the
Exchange Act and the rules and regulations thereunder.\15\ The
Commission shall deny registration of an SDR if it does not make any
such finding.\16\
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    \14\ See Exchange Act Section 13(n)(3), 15 U.S.C. 78m(n)(3).
    \15\ See 17 CFR 240.13n-1(c)(3).
    \16\ See id.
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    In determining whether an applicant meets the criteria set forth in
Exchange Act Rule 13n-1(c), the Commission will consider the
information reflected by the applicant on its Form SDR, as well as any
additional information obtained from the applicant. For example, Form
SDR requires an applicant to provide a list of the asset class(es) for
which the applicant is collecting and maintaining data or for which it
proposes to collect and maintain data, a description of the functions
that it performs or proposes to perform, general information regarding
its business organization, and contact information.\17\ This, and other
information reflected on the Form SDR, will assist the Commission in
understanding the basis for registration as well as the SDR applicant's
overall business structure, financial condition, track record in
providing access to its services and data, technological reliability,
and policies and procedures to comply with its statutory and regulatory
obligations.\18\ Furthermore, the information requested in Form SDR
will enable the Commission to assess whether the SDR applicant would be
so organized, and have the capacity to comply with the federal
securities laws and the rules and regulations thereunder, and
ultimately whether to grant or deny an application for
registration.\19\
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    \17\ See SDR Adopting Release, 80 FR at 14459.
    \18\ See id. at 14458.
    \19\ See id. at 14458-59.
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III. ICE Trade Vault's Amended Form SDR

    As noted above, in its Amended Form SDR, ICE Trade Vault proposes
amendments to the following:
     Process to confirm data accuracy and completeness with a
non-reporting side;
     Its fee schedule;
     Policies and procedures regarding access to ICE Trade
Vault's system and services;
     Policies and procedures related to the correction of
errors;
     Policies and procedures on regulator access;
     Certain policies and procedures related to satisfying the
requirements of Regulation SBSR; and
     Certain key terms and definitions.

A. Process To Confirm Data Accuracy and Completeness With a Non-
Reporting Side

    Section 13(n)(5)(B) of the Exchange Act requires that an SDR
confirm the accuracy of the data that was submitted with both
counterparties to the SBS.\20\ Exchange Act Rule 13n-5(b)(1)(iii)
requires every SDR to establish, maintain, and enforce written policies
and procedures reasonably designed to satisfy itself that the
transaction data that has been submitted to the SDR is complete and
accurate.\21\ Exchange Act Rule 13n-4(b)(3) requires every SDR to
confirm, as prescribed in Exchange Act Rule 13n-5, with both
counterparties the accuracy of the information submitted to the
SDRs.\22\
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    \20\ See 15 U.S.C. 78m(n)(5)(B).
    \21\ See 17 CFR 240.13n-5(b)(1)(iii); see also SDR Adopting
Release, 80 FR at 14491.
    \22\ See 17 CFR 240.13n-4(b)(3).
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    In its Initial Form SDR, ICE Trade Vault did not propose a process
to reach out to a non-reporting side to confirm data accuracy and
completeness. ICE Trade Vault proposed to have policies and procedures
requiring Users \23\ to report complete and accurate trade information
(and make representations to that effect) and to review and resolve all
error messages generated by the ICE Trade Vault system. If any trade
information was found to be incorrect or incomplete, ICE Trade Vault
proposed that it would require Users to correct and resubmit such
information to the ICE Trade Vault system. For SBS that were not
executed on a platform, ICE Trade Vault proposed that it would require
the reporting side to provide the method used to confirm the trade
information (e.g., electronic confirmation service or paper
confirmation). If the counterparties to an SBS used a paper
confirmation to confirm the trade, ICE Trade Vault proposed that it
would require the reporting side to upload to the ICE Vault Trade
system a copy of the confirmation that was agreed upon by the
counterparties. Additionally, with regard to any missing unique
identification codes (``UICs''), in its Initial Form SDR, ICE Trade
Vault proposed to (i) allow (but not require) the reporting side to
submit the non-reporting side's UIC information (other than
counterparty ID), and (ii) otherwise require the reporting side to
inform the non-reporting side that its trade information was reported
without required UIC information, in which case if the non-reporting
side was not a User, ICE Trade Vault directed the non-reporting side to
contact ICE Trade Vault to onboard to provide such UIC information.\24\
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    \23\ As discussed below, a ``User'' is an entity that has
validly enrolled with ICE Trade Vault. See infra Section III.F.2.
    \24\ As discussed below, Rule 903 of Regulation SBSR requires a
registered SDR to use UICs to specifically identify a variety of
persons and things. See infra Section III.F.3
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    In its Amended Form SDR, in Section 4.10.1 of the revised
Guidebook, ICE Trade Vault proposes to reach out to non-reporting sides
to confirm data accuracy and completeness. If the non-reporting side is
a ``participant'' under the Regulation SBSR rules \25\ but is not

a User of ICE Trade Vault and has not designated a Third Party Reporter
\26\ or Execution Agent \27\ to report on its behalf, ICE Trade Vault
proposes that:
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    \25\ Regulation SBSR states that the term ``Participant'' as
with respect to a registered security-based swap data repository,
means: (1) A counterparty, that meets the criteria of Sec.
242.908(b), of a security-based swap that is reported to that
registered security-based swap data repository to satisfy an
obligation under Sec.  242.901(a); (2) A platform that reports a
security-based swap to that registered security-based swap data
repository to satisfy an obligation under Sec.  242.901(a); (3) A
registered clearing agency that is required to report to that
registered security-based swap data repository whether or not it has
accepted a security-based swap for clearing pursuant to Sec.
242.901(e)(1)(ii); or (4) A registered broker-dealer (including a
registered security-based swap execution facility) that is required
to report a security-based swap to that registered security-based
swap data repository by Sec.  242.901(a). See 17 CFR 240.900(u). It
should be noted that someone who is a ``participant'' as that term
is defined in Regulation SBSR would not automatically be a ``User''
as defined in ICE Trade Vault's policies and procedures. For
example, if a reporting side were to report a SBS transaction to ICE
Trade Vault, the non-reporting side counterparty would be a
``participant'' of ICE Trade Vault under Regulation SBSR simply by
virtue of the reporting side's actions, but would not be an on-
boarded ``User'' of the SDR unless it actively registered with ICE
Trade Vault by signing a User Agreement. In its Form SDR, ICE Trade
Vault uses the term ``SEC Participant'' to refer to a
``participant'' as defined in Regulation SBSR. See infra Section
III.F.2.
    \26\ In its Amended Form SDR, ICE Trade Vault proposes to define
``Third Party Reporter'' as ``[a] person that has been authorized by
a Counterparty or a Platform to report SBSDR Information to ICE
Trade Vault on behalf of such Counterparty or Platform.'' See also
Exhibits N.7 (Third-Party Reporter Onboarding Guide) and U.2 (ICE
Trade Vault Security-Based SDR User Agreement).
    \27\ In its Amended Form SDR, ICE Trade Vault proposes to define
``Execution Agent'' as ``[a]ny person other than a broker or trader
that facilitates the execution of a Security-based swap on behalf of
a direct Counterparty.'' See also Exhibits N.8 (Execution Agent
Onboarding Guide) and U.2.

    . . . ICE Trade Vault will attempt to notify the non-Reporting
Side of the missing UIC information using the email address for the
non-Reporting Side that was reported by the Reporting Side. Such
email notice to the non-Reporting Side will indicate that ICE Trade
Vault has received trade information to which the non-Reporting Side
is indicated as a party to the trade. The email notice will further
indicate the non-Reporting Side's trade information was reported to
ICE Trade Vault without the required UIC information and that the
non-Reporting Side should contact ICE Trade Vault
<EMAIL_ADDRESS>to register for access to the SBSDR
Service in order to provide any missing UICs. If the Reporting Side
provided the non-Reporting Side's LEI but elected not to provide an
email address for the non-Reporting Side, ICE Trade Vault will
attempt to so notify the non-Reporting Side using available email
contact information contained in the static data maintained by ICE
Trade Vault with respect to market participants, to the extent Trade
Vault is permitted by Applicable Law to utilize such data (without
contravening, for example, local privacy laws or contractual
obligations of ICE Trade Vault).
    ICE Trade Vault will not verify the validity of any email
address and will not confirm whether any of its email notices were
duly received or take further action if an email notice is rejected.

B. Fee Schedule

    Section 13(n)(7)(A) of the Exchange Act provides that an SDR shall
not (i) adopt any rule or take any action that results in any
unreasonable restraint of trade; or (ii) impose any material anti-
competitive burden on the trading, clearing or reporting of
transactions.\28\ Exchange Act Rule 13n-4(c)(1)(i) requires each SDR to
ensure that any dues, fees, or other charges that it imposes, and any
discounts or rebates that it offers, are fair and reasonable and not
unreasonably discriminatory.\29\ Rule 13n-4(c)(1)(i) also requires such
dues, fees, other charges, discounts, or rebates to be applied
consistently across all similarly-situated users of the SDR's
services.\30\
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    \28\ See 7 U.S.C. 24a(f)(1)(A), (B).
    \29\ See 17 CFR 240.13n-4(c)(1)(i).
    \30\ See id.
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    In its Initial Form SDR, ICE Trade Vault proposed charging fees
based upon the outstanding notional value of an SBS.\31\ As part of its
Amended Form SDR, in revised Exhibit M.2, ICE Trade Vault proposes a
different fee framework. ICE Trade Vault now proposes to charge fees
based upon message traffic for an SBS instead of upon outstanding
notional value. In addition, ICE Trade Vault proposes to impose fees on
a ``Third Party Reporter'' (such as a registered SBS dealer) when it
reports UICs as agent on behalf of a client/non-User. ICE Trade Vault
also proposes to impose different fee structures for counterparties
that connect using Execution Agents and Third Party Reporters.
Specifically, and in pertinent part, ICE Trade Vault proposes that:
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    \31\ See Exhibit M.2

    Repository Fees \32\ will be assessed upon the ICE Trade Vault
Service's acceptance of any trade message \33\ for a Security-based
swap will be charged as follows:
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    \32\ For additional information regarding ICE Trade Vault's
proposed fees, please see chart contained in Exhibit M.2.
    \33\ A trade message is defined as any submittal of trade data
whether the initial report, creating a new Unique Trade Identifier
(``UTI''), or a subsequent report on an existing UTI including
lifecycle events, disputes, and UIC updates.
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     Cleared Security-based swap User \34\--A Repository Fee
will be charged to the Clearing Agency (``CA'') that cleared the
Security-based swap; and
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    \34\ ICE Trade Vault notes that a ``User,'' as defined in
Section 1.48 of the revised Guidebook, is an entity that has validly
enrolled with ICE Trade Vault through a duly executed User
Agreement. See Exhibit M.2.
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     Uncleared/Bilateral Security-based swap User--A
Repository Fee will be charged to the User which submitted the
record as a counterparty or execution agent to the Trade.
    A User will obtain access to all onboarding documentation and
UAT \35\ environments, without incurring any charges, once the User
Agreement has been executed. Fees will only be charged once the User
has been granted access to the Production system upon their request.
Termination and rejection messages submitted for an Original \36\
Security-based swap will not have any fee applied. Where a Reporting
Side submits Unique Identification Code (``UIC'') information on
behalf of a Non-Reporting Side, that Reporting Side will not be
charged an additional reporting fee.
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    \35\ The term ``UAT'' refers to user acceptance testing.
    \36\ ICE Trade Vault notes that an ``Original Security-based
swap'' means ``a swap that has been accepted for clearing by a
derivatives clearing organization, also known as an `alpha' swap.''
See Exhibit M.2.

    Specifically, ICE Trade Vault proposes the following pricing
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schedule:

    Direct Reporting by Counterparty Users: The minimum monthly
invoice per User will be $375. In a given month, each User
represented as a counterparty shall be invoiced the greater of (i)
the total of all Repository Fees incurred by User or (ii) $375. If
the User does not have any submittals in a given month but does have
open positions on Security-based swaps in the ICE Trade Vault
Service, the $375 will be charged as a minimum maintenance fee in
the place of any Repository Fees. If the User does not have any
submittals in a given month and does not have any open positions
then no fees will be charged.
    Direct Reporting by Clearing Agency Users: The minimum monthly
invoice per User which is a Clearing Agency will be $375. In a given
month, each Clearing Agency User represented as a counterparty shall
be invoiced the greater of (i) the total of all Repository Fees
incurred by User or (ii) $375. If the User does not have any
submittals in a given month but does have open positions on
Security-based swaps in the ICE Trade Vault Service, the $375 will
be charged as a minimum maintenance fee in the place of any
Repository Fees. If the User does not have any submittals in a given
month and does not have any open positions then no fees will be
charged.
    Reporting by Execution Agent Users: All Security-based swaps
reported to ICE Trade Vault by an Execution Agent will be charged
the Repository Fee in the following manner:
     For all Security-based swaps reported by an Execution
Agent where they are acting on behalf of the counterparty and listed
as the Execution Agent, the Execution Agent will be charged the
Repository Fee. The underlying funds, accounts or other principals
will not be charged a fee.
     For all Security-based swaps reported by an Execution
Agent where they are acting as the counterparty, the Execution Agent
will be charged the Repository Fee.
     The Minimum Monthly Amount per Execution Agent will be
a total of $375 inclusive of all transactions in which the Execution
Agent is acting in its capacity as such and any proprietary
transactions.
    Reporting by Third Party Reporters: For all transactions
reported to ICE Trade Vault for Security-based swaps by a Third
Party Reporter, the Third Party Service Reporter will only be
charged a Repository Fee for those transactions it reports on behalf
of non-Users of ICE Trade Vault and will be charged in the following
manner:
     Each non-User that the Third Party Reporter reports on
behalf of will have an invoice created as if they were a User,
meaning that in a given month, each non-User represented as a
counterparty for which the Third Party Reporter reported on behalf
of shall be invoiced the greater of (i) the total of all Repository
Fees incurred by non-User or (ii) $200. If the non-User does not
have any submittals by the Third Party Reporter in

a given month but does have open positions on Security-based swaps
in the ICE Trade Vault Service, $200 will be charged as a minimum
maintenance fee in the place of any Repository Fees. If the non-User
does not have any submittals by the Third Party Reporter in a given
month and does not have any open positions then no fees will be
charged.
     Details of the Repository Fees incurred or the Minimum
Monthly Amount for each non-User will be detailed on the Third-Party
Service Provider's invoice and summed across all non-Users to
determine the total amount charged to any one Third Party Reporter.

C. Policies and Procedures Regarding Access to ICE Trade Vault's System
and Services

    As part of its Amended Form SDR, ICE Trade Vault proposes changes
to Section 3 of its revised Guidebook to address the issue of a User's
access rights to data contained in ICE Trade Vault.\37\ In Section 3.1,
ICE Trade Vault notes that ``Users shall only have access to (i) data
they reported; (ii) data that pertains to a Security-based swap to
which they are a Counterparty; (iii) data that pertains to a Security-
based swap for which the User is an Execution Agent, Platform,
registered broker-dealer or a Third Party Reporter; and (iv) data that
ICE Trade Vault is required to disseminate publicly (i.e., Public
Data).''
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    \37\ ICE Trade Vault has deleted the definition of ``Ancillary
Services'' in its Guidebook (Exhibit GG.2). In this context, Section
3.1 of the Guidebook on Fair and Open Access Policy now provides
that ``[e]xcept for ancillary services that ICE Trade Vault is
required to provide under SEC rules, access to, and use of, the ICE
SBSDR Service does not require the use of any ancillary service
offered by ICE Trade Vault.'' In addition, ``Ancillary Services'' is
no longer described or captured in the context of Section 2.4 in the
Guidebook, which discusses ICE Trade Vault service pricing.
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1. Denial of User Enrollment and Access Determination
    In its Initial Form SDR, ICE Trade Vault proposed some policies and
procedures relating to access restrictions to its system. In its
Amended Form SDR, ICE Trade Vault provides more information by
proposing new Section 3.1.2 to its Guidebook, which provides that:

    ICE Trade Vault may decline the request of an applicant to
become a User of the ICE SBSDR Service if such denial is required in
order to comply with Applicable Law (e.g., to comply with sanctions
administered and enforced by the Office of Foreign Assets Control of
the U.S. Department of the Treasury (``OFAC'')). ICE Trade Vault
shall notify the SEC of any such denial.
    If an applicant is denied by ICE Trade Vault for any other
reason, the denial shall be treated as an ``Access Determination''
(as defined below), and the applicant will be entitled to notice and
an opportunity to contest such determination in accordance with
Section 3.4 of this Guidebook. If the denial of an application is
reversed, the applicant will be granted access to the ICE SBSDR
Service promptly following completion of onboarding requirements.

2. Violations of Guidebook/Applicable Law
    In its Amended Form SDR, ICE Trade Vault proposes new Sections 3.2
to 3.6 to its Guidebook to address policies and procedures that govern
in circumstances in which the User has violated the Guidebook and/or
applicable law.\38\ In Section 3.2 of the revised Guidebook, ICE Trade
Vault proposes that it ``shall have the authority to conduct inquiries
into, and impose access restrictions in response to, any violation of
this Guidebook and/or Applicable Law (`Violations') committed by Users
as provided in this Section 3.2.''
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    \38\ The Commission notes that SDRs are not self-regulatory
organizations as defined in Section 3(a)(26) of the Exchange Act.
See 15 U.S.C. 78c(a)(26).
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    Additionally, in Section 3.2, ICE Trade Vault provides a
description of the powers and duties of the CCO:

     The CCO is responsible for enforcing this Section 3.2
and shall have the authority to inspect the books and records of all
Users that are reasonably relevant to any inquiry carried out
pursuant to this Section 3.2. The CCO shall also have the authority
to require any User to appear before him or her to answer questions
regarding possible Violations. The CCO may also delegate such
authority to ICE Trade Vault employees, including officers, and such
other individuals (who possess the requisite independence from ICE
Trade Vault and the relevant User) as ICE Trade Vault may hire on a
contractual basis.
     The CCO shall conduct inquiries of possible Violations,
prepare written reports with respect to such inquiries, furnish such
reports to the Board of Directors and conduct the examinations with
respect to such Violations.
    If, in any case, the CCO (or another ICE Trade Vault employee
designated for this purpose by ICE Trade Vault) concludes that a
Violation may have occurred, he or she may:
     issue a warning letter to the User informing it that
there may have been a Violation and that such continued activity may
result in access restrictions and notice to the SEC; and/or
     negotiate a written settlement agreement with the User,
whereby the User, with or without admitting responsibility, may
agree to (i) comply with a cease and desist order; and/or (ii) a
limitation of access to the ICE SBSDR Services and the System.
    Any settlement recommended by the CCO shall be subject to the
approval of the Board of Directors and shall become final and
effective pursuant to Rule 3.2.3.
    ICE Trade Vault also describes the disciplinary authority of the
Board of Directors:
     The Board of Directors shall have the power to direct
that an inquiry of any possible Violation be conducted by the CCO
and shall hear any matter referred to it by the CCO regarding a
possible Violation.
     In any case where the Board of Directors concludes that
a Violation has occurred, the Board of Directors may: (i) Refer or
return the matter to the CCO with instructions for further
investigation; (ii) approve a settlement agreement negotiated
pursuant to Section 3.2.2 with such User (which may provide for
consequences other than those recommended by the CCO); and/or (iii)
take, or instruct the CCO to take, any further action it deems
necessary including, but not limited to, issuing:
    [ssquf] A cease and desist order or a written warning; and/or
    [ssquf] a limitation of access to the ICE SBSDR Services and the
System.
3. Revocation of Access
    In its Amended Form SDR, in Section 3.3 of the revised Guidebook,
ICE Trade Vault provides more information about the procedures for
revocation of a User's access:

    ICE Trade Vault may revoke a User's access to the System, the
ICE SBSDR Service or SBSDR Information \39\ in accordance with this
Section 3.3 following a determination that (i) the User has violated
any provision of the User Agreement (including by failing to pay any
fees when due), this Guidebook, Applicable Law or any ICE Trade
Vault policies and procedures related to the ICE SBSDR Service or
(ii) such action is necessary or appropriate in light of ICE Trade
Vault's regulatory responsibilities or for the protection of the
integrity of the System (each, an `Access Determination''). Access
Determinations shall be made by the CCO based on the information
gathered during the inquiry, if any, conducted in accordance with
Section 3.2.2 and reviewed by the President and General Counsel of
ICE Trade Vault within 5 business days of such determination prior
to implementing any revocation of access. Notwithstanding the
foregoing, the CCO's Access Determination may be implemented
immediately without prior review by the President or General Counsel
(``Immediate Revocation'') where the CCO determines such revocation
is necessary for the protection of the integrity of the System or to
fulfill ICE Trade Vault's regulatory responsibilities.
---------------------------------------------------------------------------

    \39\ ICE Trade Vault defines ``SBSDR Information'' in its
Guidebook as ``[a]ny information that ICE Trade Vault receives from
Users or maintains on their behalf as part of the ICE SBSDR
Service.''
---------------------------------------------------------------------------

    If (i) an Immediate Revocation occurs or (ii) the President and
General Counsel conclude that an Access Determination is appropriate
and in compliance with Applicable Law, the CCO shall, within 1
business day, provide notice by email to the User to which the
Access Determination applies, including in such notice the specific
reasons for the determination. If the President and General

Counsel conclude that limitation or revocation of access pursuant to
an Access Determination made by the CCO would constitute
unreasonable discrimination, the President and General Counsel shall
take such actions as are necessary to maintain or restore access to
the System, the ICE SBSDR Service or SBSDR Information, as
---------------------------------------------------------------------------
applicable.

4. Review and Dispute of Revocation of Access
    In its Amended Form SDR, in Section 3.4 of the revised Guidebook,
ICE Trade Vault provides more procedures about the review and dispute
of revocation of access:

     Following notice of an Access Determination to a User
that does not involve an Immediate Revocation, revocation of such
User's access shall occur only after User has been given an
opportunity to contest the determination before the Board of
Directors within 10 business days of such notice. In the event of an
Immediate Revocation, a User shall be entitled to notice and
opportunity to contest within 10 business days of such revocation.
     In order to contest an Access Determination, the User
must notify ICE Trade Vault within 1 business day of notice of such
determination. A meeting to address the determination shall occur as
promptly as possible within the timeframes specified in this Section
3.4 and may be held by telephone, in person or via such other means
as are acceptable to ICE Trade Vault. ICE Trade Vault and User will
each be responsible for their own expenses in participating in the
meeting.
     The User shall be notified of the time, place and date
of the hearing not less than 2 business days in advance of such
date.
     At the meeting, the User will have an opportunity to
present evidence before the Board of Directors. The User is not
required to, but may be if it wishes, represented by counsel at
User's sole expense except as provided below.
     Within 5 business days after the meeting, a majority of
the Board of Directors will either affirm or reverse the Access
Determination. The User shall be notified in writing of the Board of
Directors' decision. If the Board of Directors decides to affirm the
Access Determination, the notification shall include the grounds for
such decision. The Board of Director's decision shall become final
and effective once notified to the User.
    A record shall be kept of any meeting held in accordance with
this Section 3.4. The cost of the transcript may be charged in whole
or in part to the User in the event that the Access Determination is
affirmed.

5. Notification of the SEC
    Rule 909 of Regulation SBSR requires each registered SDR to
register as a SIP. As such, Exchange Act Section 11A(b)(5)--which
requires a SIP to promptly notify the Commission if it prohibits or
limits any person in respect of access to services offered, directly or
indirectly by the SIP--also applies to an SDR.\40\ Accordingly, an SDR
must promptly notify the Commission if it prohibits or limits access to
any of its services to any person.\41\
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    \40\ See SDR Adopting Release, 80 FR at 14482.
    \41\ See id.
---------------------------------------------------------------------------

    In its Amended Form SDR, in Section 3.5 of the revised Guidebook,
ICE Trade Vault provides the following information about its procedures
for notifying the Commission:\42\
---------------------------------------------------------------------------

    \42\ Section 3.5 mirrors the provisions of Exchange Act Section
11A(b)(5).

    If the Board of Directors affirms an Access Determination, ICE
Trade Vault shall promptly file notice thereof with the SEC in such
form and with such information as the SEC may prescribe. ICE Trade
Vault will also notify the SEC of all final Access Determinations by
ICE Trade Vault in its annual amendment to its Form SDR. Any notice
to the SEC of an Access Determination shall be subject to review by
the SEC on its own motion, or upon application to the SEC by the
User whose access has been limited or revoked (the ``Suspended
User''), within thirty days after notice of the Access Determination
has been filed with the SEC and received by the Suspended User.
Application to the SEC for review, or the initiation of review by
the SEC on its own motion, will not operate as a stay of the Access
Determination unless the SEC so orders. If the SEC deems it
appropriate, it will establish an expedited procedure to determine
whether a stay is warranted.
    After a hearing on the merits of an Access Determination, the
SEC may determine that the Suspended User has not been discriminated
against unfairly and dismiss the proceedings or, determine that the
Access Determination imposes a burden on competition which is not
justified under Applicable Law and set aside the Access
Determination and require ICE Trade Vault to restore access to the
Suspended User. If ICE Trade Vault is required to restore access to
the Suspended User, it shall do so within 1 business day of receipt
of such order from the SEC.

6. Implementation of a Revocation of Access
    In its Amended Form SDR, in Section 3.6 of the revised Guidebook,
ICE Trade Vault provides procedural information about the
implementation of a revocation of access:

    Upon an Access Determination becoming effective (whether due to
an Immediate Revocation or because the User has not requested a
hearing within five business days of receipt of its notice of Access
Determination or the Board of Directors affirmed an Access
Determination), ICE Trade Vault will notify the User (the
``Terminated User'') of the effective date of revocation of access.
The notice provided to the Terminated User will also specify how any
pending submissions will be handled. ICE Trade Vault will take all
necessary steps to terminate the Terminated User's license to access
and use the System in accordance with the Access Determination,
including by cancelling such User's ID and password(s).
    Upon the termination of a Terminated User's access, ICE Trade
Vault will, as soon as possible, notify all other Users of the
revocation of access. ICE Trade Vault's notice to other Users will
provide, to the extent relevant, information on how pending
transaction submissions and other pending matters will be impacted
by the Access Determination and what steps are to be taken by all
affected parties.
    ICE Trade Vault shall not accept any submission from a
Terminated User that was effected after the time at which the Access
Determination became effective. If a Terminated User has satisfied
all outstanding obligations to ICE Trade Vault, ICE Trade Vault will
consider allowing a Terminated User to submit data via a Third Party
Reporter on a case-by-case basis.

D. Policies and Procedures on Regulator Access

    Exchange Act Sections 13(n)(5)(G) and (H) conditionally require
SDRs to make SBS data available to certain named authorities and other
persons that the Commission has deemed to be appropriate. The
Commission adopted Exchange Act Rules 13n-4(b)(9), (b)(10) and (d) to
implement this data access requirement.
    In its Amended Form SDR, in Section 3.1.3 of the revised Guidebook,
ICE Trade Vault proposes that any regulator requiring or requesting
access to SBS data should contact the Chief Compliance Officer and
``certify that it is acting within the scope of its jurisdiction and a
Memorandum of Understanding between such Regulator and the SEC that is
in full force an effect (an `MOU').'' ICE Trade Vault further proposes
to notify the SEC of any initial request from a regulator for data
access, and states that afterward, following execution of necessary
documentation, ICE Trade Vault would provide the Regulator with access
to SBS data to the extent consistent and compliant with confidentiality
conditions imposed by applicable law and any relevant MOU. In Section
3.1.3, ICE Trade Vault also states that access may include, when
permitted by applicable law and a relevant MOU, tools for monitoring,
screening and analyzing SBS trade information.

E. Policies and Procedures Related to the Correction of Errors

    Exchange Act Rule 13n-5(b)(6) requires that each SDR establish
procedures and provide facilities reasonably designed to effectively
resolve disputes over the accuracy of transaction data and positions
that are

maintained and recorded in the SDR.\43\ If a reporting side discovers
that information previously submitted to an SDR contains errors, Rule
905(a) of Regulation SBSR requires any counterparty or other person
having a duty to report an SBS transaction that discovers an error in
information previously reported pursuant to Regulation SBSR to correct
such errors in accordance with the procedures specified in Rules
905(a)(1)-(2).\44\ Rule 905(b) of Regulation SBSR then requires the SDR
to correct such information in its system and, if applicable, to
correct the publicly disseminated data.\45\
---------------------------------------------------------------------------

    \43\ See 17 CFR 240.13n-5(b)(6); see also SDR Adopting Release,
80 FR at 14497.
    \44\ See 17 CFR 240.905(a). Rule 905(a)(1) provides that if a
person that was not the reporting side for a SBS transaction
discovers an error in the information reported with respect to such
SBS, that person shall promptly notify the person having the duty to
report the SBS of the error. See 17 CFR 240.905(a)(1). Rule
905(a)(2) provides that if the person having the duty to report a
SBS transaction discovers an error in the information reported with
respect to a SBS, or receives notification from a counterparty of an
error, such person shall promptly submit to the entity to which the
SBS was originally reported an amended report pertaining to the
original transaction report. If the person having the duty to report
reported the initial transaction to a registered security-based swap
data repository, such person shall submit an amended report to the
registered security-based swap data repository in a manner
consistent with the policies and procedures contemplated by Sec.
242.907(a)(3). See 17 CFR 240.905(a)(2).
    \45\ See 17 CFR 240.905(b).
---------------------------------------------------------------------------

    As part of its Amended Form SDR, ICE Trade Vault proposes changes
to its revised Guidebook in relevant sections. In Section 4.2.3, ICE
Trade Vault proposes that:

    Users that are non-Reporting Sides may (but are not obligated
to) verify or dispute the accuracy of trade information that has
been submitted by a Reporting Side to ICE Trade Vault where the non-
Reporting Side is identified as the Counterparty by sending a
verification message indicating that it verifies or disputes such
trade information. . . . If the non-Reporting Side is not a User,
the non-Reporting Side should contact ICE Trade Vault
<EMAIL_ADDRESS>to register for access to the SBSDR
Service and its trade information.

    In Section 4.6, ICE Trade Vault proposes the following clarifying
information with regard to its error correction processes:

    In accordance with Exchange Act Rule 905(a), Users are
responsible for the timely resolution of errors contained in trade
information that they submit to ICE Trade Vault. ICE Trade Vault
provides Users electronic methods to extract SBSDR Information for
reconciliation purposes. If the Reporting Side discovers an error
contained in the trade information that it previously submitted to
the System, or receives notification from a Counterparty of an
error, the Reporting Side shall promptly submit to the System
amended trade information that remediates such error. If the non-
Reporting Side discovers an error contained in the trade information
submitted to the System on its behalf, that Counterparty shall
promptly notify the Reporting Side of such error. Both Platforms and
Clearing Agencies are similarly required to promptly notify ICE
Trade Vault of any trade information submitted in error to the
System. In accordance with Exchange Act Rule 905(b), the SBSDR, upon
discovery of an error or receipt of notice of an error, will verify
the accuracy of the terms of the Security-based swap and, following
such verification, promptly correct the erroneous information
regarding such Security-based swap contained in its system. ICE
Trade Vault will disseminate a corrected transaction report in
instances where the initial report included erroneous primary trade
information.

    In Section 4.6.1, ICE Trade Vault provides more information about
the applicable dispute resolution process which varies depending on
whether the data for a reported transaction was submitted by a clearing
agency or a platform, or for transactions that were neither cleared nor
executed on a platform (and were thus reported by a designated
counterparty):

    Disputes involving clearing transactions shall be resolved in
accordance with the Clearing Agency's rules and Applicable Law. For
an alpha Security-based swap executed on a Platform and reported by
a Platform User, disputes must be resolved in accordance with the
Platform's rules and Applicable Law. For Security-based swaps that
are reported by a User that is neither a Platform nor a Clearing
Agency, Counterparties shall resolve disputes with respect to SBSDR
Information in accordance with the Counterparties' master trading
agreement and Applicable Law.
    Users are required to promptly notify ICE Trade Vault of trade
Information that is disputed. Users shall utilize the ``Dispute''
functionality contained in the ICE SBSDR Service to do so. A User
can identify disputed SBSDR Information stored in the System by
submitting a dispute message via a delimited file upload and
populating a ``Y'' value in the ``Dispute Status'' field and the
Counterparty ID of the party that initiated the dispute in the
``Disputing Party'' field. The SBSDR Information associated with the
Security-based swap will be deemed ``Disputed'' until such time that
the Counterparty that initiated the dispute process submits a
message to the System indicating that the SBSDR Information is no
longer in dispute by submitting a dispute message via a delimited
file upload and populating a ``N'' value in the ``Dispute Status''.
ICE SBSDR Service will provide Regulators with reports identifying
the SBSDR Information that is deemed disputed.

    In Section 4.7 of the revised Guidebook, ICE Trade Vault also
clarifies that ``Error Correction'' will be an available flag that
``[i]ndicates that the data reflects a correction to previously
submitted information on a Security-based swap and that the report does
not represent a new transaction, but merely a revision of a previous
transaction.''

F. Certain Policies and Procedures Related to Compliance With
Regulation SBSR

    As part of its Amended Form SDR, ICE Trade Vault revises several
aspects of its application that relate to compliance with Regulation
SBSR. As discussed below, ICE Trade Vault provides additional detail to
clarify how it intends to support the reporting of SBS information and
the manner in which it will publicly disseminate SBS transaction,
volume and pricing information.
1. Policies and Procedures for Reporting SBS Transactions
    Rule 907 of Regulation SBSR requires an SDR to establish and make
publicly available certain policies and procedures, which include the
specific data elements that must be reported, acceptable data formats,
and the procedures for reporting life cycle events and error
corrections.\46\ As discussed below, ICE Trade Vault expands the
discussion in its Guidebook related to the reporting of a number of
categories of SBS transactions, including historical SBS, exotic SBS,
package transactions, SBS that have been submitted to clearing and the
reporting of life cycle events. In addition to the revisions in the
Guidebook, ICE Trade Vault also revises Exhibit N.5 (``Fields and
Validations''), which contains the data fields, required formats and
validations for the data Users must submit. In its revised Exhibit N.5,
ICE Trade Vault provides additional information on the required data
fields and which fields are subject to public dissemination. For more
information on the content of Exhibit N.5, interested persons may
review that exhibit.
---------------------------------------------------------------------------

    \46\ See 17 CFR 240.907.
---------------------------------------------------------------------------

a. Policies and Procedures for Reporting Historical SBS
    In its Amended Form SDR, ICE Trade Vault expands the discussion in
its revised Guidebook related to the reporting of historical SBS to
clarify how Users must report such transactions. Section <IP_ADDRESS> of the
revised Guidebook now states that ``[i]n accordance with Exchange Act
Rule 901(i), Users must report all of the information required by
Exchange Act

Rule 901(c) and 901(d) that is available for the Historical Security-
Based Swaps they are reporting and must indicate whether the swap is
open at the time of the report.'' Revised Section <IP_ADDRESS> also provides
additional clarity on how Users must submit historical SBS transactions
to ICE Trade Vault:

    The System will accept Historical Security-based swaps via API
submissions in the Extensible Markup Language (``XML'') format. For
the avoidance of doubt, only Users may submit trade information to
the System. Where a field is not applicable for a historical
submission, a ``Not Applicable'' indicator should be submitted.
b. Policies and Procedures for Reporting Exotic SBS
    As part of its revised Guidebook, ICE Trade Vault provides
additional clarity related to the reporting of transactions in exotic
SBS by further explaining the process in Section <IP_ADDRESS>:

    ICE Trade Vault supports the reporting of highly customized and
bespoke Security-based swaps which are commonly referred to as
``exotic swaps''. A Security-based swap will be considered exotic
when the information reported pursuant to Exchange Act Rule
901(c)(1)(i)-(iv) does not provide all of the material information
necessary to identify the Security-based swap or does not contain
the data elements necessary to calculate the price. Users shall
report the terms of any fixed or floating rate payments, or
otherwise customized or non-standard payment streams, including the
frequency and contingencies of any such payments with respect to
exotic Security-based swaps. Users should submit exotics under the
exotic product identifier, and, where a field is not applicable for
an exotic submission, a ``Not Applicable'' indicator should be
submitted. To ensure that users of public reports of ``exotic
swaps'' do not get a distorted view of the market, Users shall
submit a value of ``Y'' for the flag indicating that the Security-
based swap is customized and does not provide all of the material
information necessary to identify such customized Security-based
swap or does not contain the data elements necessary to calculate
the price.

    In revised Section 6.5 if its revised Guidebook, ICE Trade Vault
also clarifies that Product IDs for ``[e]xotic and basket products will
be created upon request when there is need to execute a trade that does
not conform to the current product structure.''
c. Policies and Procedures for Reporting Package Transactions
    The revised Guidebook includes additional clarity related to the
reporting of package transactions. Specifically, in Section <IP_ADDRESS> of
its revised Guidebook, ICE Trade Vault proposes the following:

    ICE Trade Vault supports the reporting of package Security-based
swaps. For Security-based swaps that were executed as ad-hoc spread
or package transactions, Users should submit trade information in
accordance with the appropriate product identifiers with a
Transaction ID per leg of the package transaction with each
indicating it is part of a package trade with a Package ID included
on each to link the Security-based swaps. To ensure that users of
public reports of ``package swaps'' do not get a distorted view of
the market, Users shall submit a value of ``Y'' for the flag
indicating that the Security-based swap is part of a package.
d. Policies and Procedures for Reporting SBS Submitted to Clearing
    For SBS transactions that are submitted to clearing, ICE Trade
Vault includes in its revised Guidebook greater detail on how such
transactions must be reported, including how it will process a clearing
message that is received prior to the initial SBS transaction message
(an ``alpha'' transaction message).\47\ Specifically, Section <IP_ADDRESS>
of the revised Guidebook states:
---------------------------------------------------------------------------

    \47\ In the agency model for clearing of swap transactions,
which predominates in the United States, a swap that is submitted to
clearing--typically referred to in the industry as an ``alpha''--is,
if accepted by the clearing agency, terminated and replaced with two
new swaps, known as the ``beta'' and ``gamma.'' One of the direct
counterparties to the alpha becomes a direct counterparty to the
beta, the other direct counterparty to the alpha becomes a direct
counterparty to the gamma, and the clearing agency becomes a direct
counterparty to each of the beta and the gamma. To facilitate
linking together the alpha, beta, and gamma transaction reports,
Rule 901(d)(10) requires that the transaction ID of the alpha be
included in transaction reports of the beta and gamma.

    The Clearing Agency must submit the Cleared Novation Termination
or Rejection message for the alpha Security-based swap to the SBSDR
where the alpha was reported. The Cleared Novation message to
terminate an alpha must be submitted by a Clearing Agency User and
include the alpha Transaction ID, alpha SBSDR, alpha's buyer and
seller IDs, beta and gamma Transaction IDs, action type, Life Cycle
Event, and clearing acceptance timestamps. Upon receiving a cleared
novation termination message, ICE Trade Vault will validate that it
currently has the related alpha trade to be terminated; if it does
not have the alpha trade, the Cleared Novation message will fail. If
the Cleared Novation message fails on the first attempt to report,
the Clearing Agency should attempt to report it again at the end of
the following business day. If the Cleared Novation message still
fails, the Clearing Agency should contact the counterparties to
confirm the accuracy of the alpha trade's Transaction ID and the
SBSDR to which it was to be reported.
e. Policies and Procedures for Reporting Life Cycle Events
    In its revised Guidebook, ICE Trade Vault also provides additional
detail on the reporting of life cycle events, stating in Section
<IP_ADDRESS>:

    In accordance with Exchange Act Rule 901(e) and 901(j), Users
must report Life Cycle Events for previously submitted trade
information to the System within 24 hours of the occurrence of a
Life Cycle Event, or if 24 hours falls on a day that is not a
business day, by the same time on the next business day. Users shall
include the ``Previous Transaction ID'' for the original trade in
association with Life Cycle Events. Users will submit the full
updated or new trade terms which resulted from the Life Cycle Event
and include the ``Life Cycle Event Status'' to indicate the event
which occurred. The System will accept Life Cycle Events via API
submissions in the ExtensibleMarkup Language (``XML'') format. For
the avoidance of doubt, only Users may submit trade information to
the System.

    In addition, in Section 4.4 of its revised Guidebook ICE Trade
Vault added the life cycle event status of ``Cleared Novation'' and
made adjustments to other Life Cycle Event Status titles and
descriptions.
f. Policies and Procedures for Agent and Other Reporting Entity
Reporting
    In its Amended Form SDR, ICE Trade Vault clarifies how execution
agents, registered broker-dealers, and third party reporters may report
on behalf of counterparties. These revisions have implications relating
to the application of fees by ICE Trade Vault, the reporting of parent
and affiliate information, and the reporting of missing UIC
information.
    As discussed above, the revisions ICE Trade Vault made to its
Guidebook provide for execution agents, registered broker-dealers and
third party reporters becoming Users.\48\ In addition, ICE Trade Vault
includes a separate section on ``Other Reporting Entities'' in Section
4.2.4 of its Guidebook that provides:
---------------------------------------------------------------------------

    \48\ ICE Trade Vault has also includes in its revised
application Exhibit U.2 (ICE Trade Vault Security-Based SDR User
Agreement). This user agreement sets out the terms on which ICE
Trade Vault will provide Users with access to the ICE Trade Vault
Platform.

    A Platform on which a Security-based swap was executed and
submitted for clearing to a Clearing Agency shall report to an SBSDR
certain information as required under Applicable SEC Regulations and
promptly provide that Clearing Agency with the Transaction ID of the
submitted Security-based swap and the identity of the SBSDR to which
the transaction will be reported.
    In accordance with Exchange Act Rule 906(c), each User that is a
Platform, or a registered broker-dealer (including a registered
SBSEF) shall establish, maintain, and enforce written policies and
procedures that are reasonably designed to ensure that it complies
with any obligations to report information to the ICE SBSDR Service
in a

manner consistent with Applicable SEC Regulations. Each such User
shall review and update its policies and procedures at least once
annually in accordance with Exchange Act Rule 906(c).

    In addition, ICE Trade Vault updates Section 4.10 of its Guidebook
concerning the reporting of missing UIC information to reflect how
participants that connect via execution agents or third party reporters
may receive missing UIC reports, stating that it ``will make available
a report on missing UIC information for each User . . . listed as the
Execution Agent or Third Party Reporter'' of a counterparty. Finally,
ICE Trade Vault notes in Section 6.2 of its revised Guidebook that all
Users must register for an LEI. As a result, execution agents,
registered broker-dealers, and third party reporters--as Users--would
be required to register for an LEI.
    ICE Trade Vault submits new Exhibits N.7 (``Security-Based Swap
Data Repository Third Party Reporter Onboarding Process'') and N.8
(``Security-Based Swap Data Repository Execution Agent Onboarding
Process'') outlining the onboarding procedures for those entities.\49\
ICE Trade Vault revises its fee schedule (Exhibit M.2) to include
execution agents and third party reporters.\50\ In addition, ICE Trade
Vault updates Section 6.3 of its Guidebook to provide that Execution
Agent Users and Third Party Reporter Users ``must execute [Exhibit
U.5--ICE Trade Vault--Ultimate Parent Affiliate Form] for any parties
for which they report who are not Users themselves.''
---------------------------------------------------------------------------

    \49\ ICE Trade Vault's Amended Form SDR also includes new
Exhibit N.6 (``Security-Based Swap Data Repository User
(Counterparty, Platform or Clearing Agency) Onboarding Process''),
outlining the onboarding procedures for the entities included
therein.
    \50\ See supra Section III.B for a discussion of amended Exhibit
M.2.
---------------------------------------------------------------------------

2. Applying, Identifying and Establishing Flags
    Exchange Act Rule 907(a)(4) requires an SDR to have policies and
procedures for identifying and establishing flags to denote
characteristics or circumstances associated with the execution or
reporting of an SBS that could, in the SDR's reasonable estimation,
cause a person without knowledge of these characteristic(s) or
circumstance(s), to receive a distorted view of the market, and for
applying and directing users to apply such flags, as applicable.\51\
ICE Trade Vault expands its discussion of the use of flags in its
revised Guidebook. In particular, Section 4.7.2 of the revised
Guidebook provides detail on the process ICE Trade Vault intends to
adopt to determine if additional flags need to be established:
---------------------------------------------------------------------------

    \51\ See 17 CFR 240.907(a)(4).

    In accordance with Exchange Act Rule 907(a)(4), ICE Trade Vault
will consult with its Users regarding the adequacy of the flags
listed above to determine whether additional flags are needed. In
particular, ICE Trade Vault will formally request, no less than
twice per calendar year, that Users identify characteristics of a
Security-based swap, or circumstances associated with the execution
or reporting of the Security-based swap, that could cause a person
without knowledge of these characteristics or circumstances to
receive a distorted view of the market. If at any time a User or a
recognized industry trade association notifies ICE Trade Vault of
the existence of such characteristics and circumstances, and ICE
Trade Vault concludes, in its fair and reasonable estimation, that a
new flag is needed to prevent a person without knowledge of these
characteristics or circumstances from receiving a distorted view of
the market, ICE Trade Vault will create such new flags and record
---------------------------------------------------------------------------
them in the Guidebook.

    ICE Trade Vault also includes additional updates to the discussion
of flags in Section 4.7 of the revised Guidebook by (i) delineating the
names and descriptions of its current set of flags, (ii) explaining
which flags will prevent public dissemination and how those flags
operate, and (iii) clarifying the duty of Users to apply flags.
3. UICs
    Rule 903 of Regulation SBSR requires a registered SDR to use
UICs.\52\ Rule 903(b) further requires the information necessary to
interpret any codes used for reporting or public dissemination to be
widely available to users of the information on a non-fee basis and
without usage restrictions.\53\ The following UICs are specifically
required by Regulation SBSR: Counterparty ID, product ID, transaction
ID, broker ID, execution agent ID, branch ID, trading desk ID, trader
ID, platform ID, and ultimate parent ID.\54\ In Section 6 of its
revised Guidebook, ICE Trade Vault provides additional detail and, in
some instances, changes its requirements, with respect to the
assignment and reporting of certain UICs. The introduction to Section 6
of the revised Guidebook now provides:
---------------------------------------------------------------------------

    \52\ See 17 CFR 240.903.
    \53\ See 17 CFR 240.903(b).
    \54\ See 17 CFR 240.900 (defining UIC as ``a unique
identification code assigned to a person, unit of a person, product,
or transaction'' and further defining those items for which a UIC is
to be assigned).

    Users reporting on behalf of a Reporting Side must report
Reporting Side UIC information as well as the Counterparty ID and
Execution Agent ID of the non-Reporting Side and, where applicable,
the Clearing Agency ID and Platform ID. Users reporting on behalf of
a Platform must report the Counterparty ID or the Execution Agent ID
of each Counterparty, as applicable, and the Platform ID. When there
is no applicable UIC code for a field, a ``Not Applicable'' value
must be submitted in order for the field to be considered reported.
Users reporting on behalf of a Reporting Side may submit the non-
Reporting Side UIC information, but they are not required to do so.
Users reporting on behalf of Reporting Sides and Users reporting on
behalf of a Platform can submit all UIC information in the standard
Trade Vault SECXML submission message. If the Reporting Side User
does not supply the non-Reporting Side's UIC information and the
non-Reporting Side is an SEC Participant, then the non-Reporting
Side or its Execution Agent or Third Party Reporter (if any) must
submit this information to ICE Trade Vault. UICs for the non-
Reporting side can be provided using a UIC csv upload containing a
---------------------------------------------------------------------------
minimal number of fields including:

(a) Submitter ID
(b) Submitter ID Source
(c) USI (Transaction ID)
(d) Counterparty 1/Counterparty 2 Branch ID
(e) Counterparty 1/Counterparty 2 Broker ID
(f) Counterparty 1/Counterparty 2 Trading Desk ID
(g) Counterparty 1/Counterparty 2 Trader ID

    With respect to the reporting of counterparty, execution agent and
broker IDs, ICE Trade Vault states in Section 6.2 of its revised
Guidebook:

    The SEC has recognized the Global LEI System administered by the
Regulatory Oversight Committee (``ROC'') as a standards-setting
system with respect to the assignment of IDs to different types of
entities, and ICE Trade Vault shall accept LEIs as Counterparty IDs.
All Users are required to register for an LEI for themselves. If a
Counterparty does not have an LEI at time of reporting, or is not
eligible to obtain an LEI, the User reporting the trade must
complete a document describing why the Counterparty is reporting
without an LEI a minimum of two business days prior to reporting.
Please reference Exhibit U.4, ICE Trade Vault Non-Legal Entity
Identifier Counterparty Setup Notification Request. Users are
expected to inform ICE Trade Vault of the identity of the
Counterparties that intend to trade before executing and reporting
such Security-based swaps. For entities with an LEI, ICE Trade Vault
will verify the entity name and LEI in GLEIF and then make the
entity eligible for submission for Users using an LEI. For entities
which submit the ICE Trade Vault Non-Legal Entity Identifier
Counterparty Setup Notification, ICE Trade Vault will create an
Internal ID. Users may then report Security-based swaps using that
ID for such entity. If an invalid Counterparty ID, Execution Agent
ID or Broker ID is entered, the System will send an error message to
the Reporting Side indicating such information and the submission
will receive an ``Invalid'' status.

    For the reporting of parent and affiliate information, ICE Trade
Vault updated Section 6.3 of its revised Guidebook to exempt externally

managed investment vehicles from providing such information and explain
in more detail how Users should submit parent and affiliate information
using a form provided by ICE Trade Vault, stating that:

    Execution Agent Users and Third Party Reporter Users must
execute this form for any parties for which they report who are not
Users themselves. Users (including Execution Agents and Third Party
Reporters) shall promptly notify ICE Trade Vault of any changes to
such information. Please refer to ``U.5--ICE Trade Vault--Ultimate
Parent Affiliate Form'' for further details. This information will
be submitted via the U.5 form and not on a trade-by-trade basis
itself and should be submitted a minimum of 2 business days prior to
reporting. If the non-Reporting Side is not a User, and needs to
report this form, the non-Reporting Side should contact ICE Trade
Vault<EMAIL_ADDRESS>to register for access to the
SBSDR Service and to submit the Ultimate Parent/Affiliate form.

    ICE Trade Vault also updated Section 6.4 of its revised Guidebook
pertaining to the reporting of branch, trader and trading desk IDs as
follows:

    Until an internationally recognized standard-setting system
emerges for assigning UICs that meets the SEC's criteria, Users must
generate their own Branch IDs, Trader IDs or Trading Desk IDs before
reporting a Security-based swap. Users will be required to supply
these IDs in a format that is acceptable to ICE Trade Vault. These
IDs must consist of alphanumeric characters and be less than 54
characters long that have been concatenated with their LEI to ensure
uniqueness across Users. All letters will be upper-cased to prevent
duplicate reporting.

    Lastly, ICE Trade Vault clarifies the procedures for creating
product IDs in Section 6.5 of its revised Guidebook. First, as
discussed above, Section 6.5 of the revised Guidebook now states that
``[e]xotic and basket products will be created upon request when there
is need to execute a trade that does not conform to the current product
structure. Users may submit Product IDs or the underlying taxonomy
fields.'' In addition, Section 6.5.1 of the revised Guidebook explains
that ``Users shall notify the ICE SBSDR Service of any new Security-
based swap products they intend to report a minimum of 2 business days
prior to executing and reporting Security-based swaps for that product
to ICE Trade Vault by submitting the relevant product information to:
<EMAIL_ADDRESS>and that ``[t]he request should include
the data for the prescribed taxonomy fields.'' Finally, ICE Trade Vault
also clarifies that ``[i]f a Product ID is not yet established, the
trade information submission will fail the validations performed by the
System and the Security-based swap will be placed in an `Invalid'
status.'' Nevertheless, when Users submit underlying taxonomy fields
rather than a Product ID, ICE Trade Vault continues to direct its Users
to provide a Committee on Uniform Security Identification Procedures
(CUSIP) number \55\ or International Securities Identification
Numbering (ISIN) code \56\ to report the underlying reference
obligation.\57\ As with its Initial Form SDR, ICE Trade Vault's Amended
Form SDR does not address how it intends to require and accept
information regarding the specific underlying asset, including the use
of these codes, in a manner that comports with the requirements of Rule
903(b).
---------------------------------------------------------------------------

    \55\ CUSIP numbers are nine character alphanumeric codes that
uniquely identify securities. The CUSIP system is owned by the
American Bankers Association and managed by Standard & Poor's. See
https://www.cusip.com/cusip/about-cgs-identifiers.htm.
    \56\ ISIN codes are twelve character alphanumeric codes that
uniquely identify securities. In the U.S., ISIN codes are extended
versions of CUSIP numbers. See http://www.isin.org/about/.
    \57\ See Exhibit N.5.
---------------------------------------------------------------------------

4. Reporting Missing UIC Information and Missing UIC Reports
    Rule 906(a) of Regulation SBSR requires SDRs to identify any SBS
reported to it for which the SDR does not have the counterparty ID and
(if applicable) the broker ID, branch ID, execution agent ID, trading
desk ID, and trader ID of each direct counterparty.\58\ Once a day,
SDRs are required to send a report to each participant of the SDR or,
if applicable, an execution agent, identifying, for each SBS to which
that participant is a counterparty, the SBS for which the SDR is
missing UIC information.\59\ ICE Trade Vault revised Section 4.10 of
its Guidebook to state the following process for communicating to
participants that an SBS is missing UIC information:
---------------------------------------------------------------------------

    \58\ See 17 CFR 240.906(a).
    \59\ See id.

    In accordance with Exchange Act Rule 906(a), a User reporting on
behalf of a Reporting Side is required to report its UIC information
to the SBSDR. Such a User may also report the non-Reporting Side's
UIC information but is not required to do so. A User that is a non-
Reporting Side must submit to the System any missing UIC information
not provided by the Reporting Side in accordance with Exchange Act
Rule 906(a).
    ICE Trade Vault will identify in its records any Security-based
swap reported to it for which ICE Trade Vault does not have required
UIC information. In addition, once a day, the ICE SBSDR Service will
make available a report on missing UIC information for each User
that is either a Counterparty to a Security-based swap that lacks
required UIC information for their side of the Security-based swap
or is listed as the Execution Agent or Third Party Reporter of such
a Counterparty. It is the duty of each User to login to the System
on all business days and verify whether any of its trades have been
specified in a missing UIC information report. A User that has
trades specified in such a report shall provide the missing
information with respect to the relevant side of each Security-based
swap referenced in the report to ICE Trade Vault within 24 hours in
accordance with Exchange Act Rule 906(a). Failures to provide
missing UIC information in a timely manner may be reported to the
SEC. For the avoidance of doubt, UIC fields with a ``Not
Applicable'' value will not be included in these reports.

    ICE Trade Vault also includes revisions to its policies and
procedures for reaching out to non-reporting sides that have SBS with
missing UIC information in Section 4.10.1 in its revised Guidebook:

    If the non-Reporting Side's UIC information is not reported and
the non-Reporting Side is an SEC Participant but is not a User of
ICE Trade Vault and has not designated a Third Party Reporter or
Execution Agent to report on its behalf, ICE Trade Vault will
attempt to notify the non-Reporting Side of the missing UIC
information using the email address for the non-Reporting Side that
was reported by the Reporting Side. Such email notice to the non-
Reporting Side will indicate that ICE Trade Vault has received trade
information to which the non-Reporting Side is indicated as a party
to the trade. The email notice will further indicate the non-
Reporting Side's trade information was reported to ICE Trade Vault
without the required UIC information and that the non-Reporting Side
should contact ICE Trade Vault<EMAIL_ADDRESS>to
register for access to the SBSDR Service in order to provide any
missing UICs. If the Reporting Side provided the non-Reporting
Side's LEI but elected not to provide an email address for the non-
Reporting Side, ICE Trade Vault will attempt to so notify the non-
Reporting Side using available email contact information contained
in the static data maintained by ICE Trade Vault with respect to
market participants, to the extent Trade Vault is permitted by
Applicable Law to utilize such data (without contravening, for
example, local privacy laws or contractual obligations of ICE Trade
Vault).
    ICE Trade Vault will not verify the validity of any email
address and will not confirm whether any of its email notices were
duly received or take further action if an email notice is rejected.

    In addition, as outlined in supra Section III.B, ICE Trade Vault
clarified in its fee schedule that when ``a Reporting Side submits UIC
information on behalf of a Non-Reporting Side, that Reporting Side will
not be charged an additional reporting fee.'' \60\
---------------------------------------------------------------------------

    \60\ See Exhibit M.2.

---------------------------------------------------------------------------

5. Policies and Procedures for Conducting Public Dissemination of SBS
Data
    ICE Trade Vault updated the description of how it intends to
conduct public dissemination in accordance with Rule 902 of Regulation
SBSR in its revised Guidebook. In Section 5, ICE Trade Vault clarifies
that reports of publicly disseminated data ``will be available at
www.ICETradeVault.com and will be widely accessible as defined under
Exchange Act Rule 900(tt).'' Furthermore, in Section 5.1, ICE Trade
Vault adjusts the prohibition on advance disclosure of SBS transaction
information to reflect the requirements of Exchange Act Rule 902(d) by
banning Users from disclosing any trade information required to be
submitted to ICE Trade Vault prior to submission of such information to
ICE Trade Vault. ICE Trade Vault also updates Section 5.3 to (i)
clarify the items of information that it will not disseminate \61\ and
(ii) explain that ``Users of the public dissemination service will be
able to use the ticker ID for a particular trade report to link it to
subsequent reports of actions and lifecycle events in relation to the
subject transaction.''
---------------------------------------------------------------------------

    \61\ ICE Trade Vault removes Non-Mandatory Reports from the list
of items that are not subject to dissemination. Revised Section
<IP_ADDRESS> of the Guidebook provides that ``ICE Trade Vault has chosen
not to accept Non-Mandatory Reports.''
---------------------------------------------------------------------------

    ICE Trade Vault also amends its Public Dissemination Regulatory
Guide (Exhibit N.4), which outlines its policies and procedures for
publicly disseminating SBS transaction data. This guide was a
confidential exhibit in the Initial Form SDR but is a public exhibit in
its Amended Form SDR. The revisions to this guide generally mirror the
changes made in Section 5 of the Guidebook described above and serve to
provide additional clarity on the manner in which ICE Trade Vault
intends to publicly disseminate SBS transaction data and how the public
can access disseminated data.

G. Replace Certain Key Terms and Definitions

    As part of its Amended Form SDR, ICE Trade Vault proposes changes
to certain defined terms in Section 1 of its revised Guidebook.
1. ``Verified'' Definition
    Exchange Act Rule 905(b) sets forth the duties of a registered SDR
relating to corrections. If the registered SDR either discovers an
error in a transaction on its system or receives notice of an error
from a reporting side, the registered SDR must verify the accuracy of
the terms of the SBS and, following such verification, promptly correct
the erroneous information contained in its system.
    In its Amended Form SDR, ICE Trade Vault proposes to replace the
term ``Confirmed'' with the term ``Verified.'' In its Initial Form SDR,
ICE Trade Vault had proposed to ``deem[ ] the trade information it
receives in respect of a Security-based swap to be Confirmed' if the
Security-based swap has been: Accepted by a Clearing Agency, executed
on a Platform, deemed confirmed by an electronic confirmation service,
or documented in a confirmation that has been submitted to the System
to evidence the terms that were agreed upon by the Counterparties.''
    ICE Trade Vault now proposes to define the term ``Verified'' as:
``ICE Trade Vault considers the trade information it receives in
respect of a Security-based swap to be ``Verified'' if (i) the
Security-based swap has been: Submitted by a Clearing Agency User,
submitted by a Platform User, or submitted by an electronic
confirmation service or affirmation platform User, (ii) the Security-
based swap is an inter-affiliate swap or (iii) the non-Reporting Side
User has submitted a verification message with respect to the Security-
based swap.''
2. ``User'' Definition
    ICE Trade Vault proposes to replace the term ``Participant'' with
the term ``User'' and clarify which categories of entities may qualify
as Users. In its Initial Form SDR, ICE Trade Vault had proposed to use
the term ``Participant'' to describe entities that had validly enrolled
to use the ICE SBSDR Service, and specified the types of entities
eligible for this status would be SBS counterparties, and platforms and
clearing agencies that report SBS transactions. In its Amended Form
SDR, ICE Trade Vault now proposes to use the term ``User'' instead of
``Participant'' to describe an entity that has validly enrolled to use
the ICE SBSDR Service, which distinguishes this term from references to
a ``participant'' under Regulation SBSR rules.\62\ Furthermore, ICE
Trade Vault proposes to expand the types of entities that may be Users
to include not only counterparties, platforms and clearing agencies,
but also ``Execution Agents,'' \63\ ``Third Party Reporters,'' \64\ and
registered broker-dealers (including registered Security-based swap
execution facilities).\65\
---------------------------------------------------------------------------

    \62\ See supra note 24.
    \63\ ``Execution Agent'' is a newly defined term in ICE's
Amended Form SDR. See supra note 27.
    \64\ ``Third Party Reporter'' is a newly defined term in ICE's
Amended Form SDR. See supra note 26.
    \65\ The ICE Trade Vault Security-Based SDR User Agreement
(Exhibit U.2) has been revised to reflect these proposed changes.
---------------------------------------------------------------------------

H. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning ICE Trade Vault's Amended Form SDR, including
whether ICE Trade Vault has satisfied the requirements for registration
as an SDR. Commenters are requested, to the extent possible, to provide
empirical data and other factual support for their views. As detailed
below, the Commission seeks comment on a number of issues, including
whether certain policies and procedures are ``reasonably designed,''
which may involve, among other things, being sufficiently detailed. In
addition, the Commission seeks comment on the following issues:
    1. Exchange Act Section 13(n)(5)(B) requires that all SDRs confirm
with both counterparties to the SBS the accuracy of the data that was
submitted. Exchange Act Rule 13n-4(b)(3) states that an SDR shall
confirm with both counterparties to the SBS the accuracy of the data
that was submitted. Exchange Act Rule 13n-5(b)(1)(iii) requires every
SDR to establish, maintain, and enforce written policies and procedures
reasonably designed to satisfy itself that the transaction data that
has been submitted to the SDR is complete and accurate. In this regard,
please provide your views as to whether ICE Trade Vault's Amended Form
SDR regarding the proposed approach to confirm data accuracy and
completeness with non-reporting parties is reasonably designed to allow
ICE Trade Vault to meet the requirements of the Exchange Act and the
rules thereunder.
    2. Exchange Act Rule 13n-4(c)(1)(i) requires that each SDR ensure
that any dues, fees, or other charges imposed by, and any discounts or
rebates offered by, a SDR are fair and reasonable and not unreasonably
discriminatory. The rule also requires such dues, fees, other charges,
discounts, or rebates to be applied consistently across all similarly-
situated users of the SDR's services. Please provide your views as to
whether ICE Trade Vault's Amended Form SDR with regard to its fee
schedule is fair and reasonable and not unreasonably discriminatory.
Specifically, please provide your views as to whether ICE Trade Vault's
Amended Form SDR with regard to its revised approach of a
differentiated fee structure for counterparties using Third Party
Reporters as compared to those using

Execution Agents is fair, reasonable and not unreasonably
discriminatory and whether those categories of Users represent
similarly-situated users of the SDR's services. Further, do commenters
believe that the structure and level of the proposed fees will impact
market participants' ability to comply with the reporting requirements
of Regulation SBSR? In particular, do commenters believe the proposed
fees will adversely impact those participants that are not Security-
Based Swap Dealers or Major Security-Based Swap Participants (as
defined in Exchange Act Section 3)? Considering that SDR fees
constitute a potential cost of trading SBS, please also provide your
views as to whether the proposed fees (including the differentiated fee
structure for Third Party Reporters and Execution Agents described
above) will affect market participants' incentives to engage in SBS
transactions, given that fees incurred by Users of ICE Trade Vault
could be passed on to non-Users. Please also provide your views as to
whether the structure and level of the proposed fees will influence
current market practice and structure in the SBS market, particularly
in respect of mode of execution (i.e., platform-based versus over-the-
counter) and post-trade processing (i.e., clearance and settlement).
    3. Exchange Act Rule 13n-4(c)(1)(iv) requires that each SDR
establish, maintain, and enforce written policies and procedures
reasonably designed to review any prohibition or limitation of any
person with respect to access to services offered, directly or
indirectly, or data maintained by the SDR and to grant such person
access to such services or data if such person has been discriminated
against unfairly. Please provide your views as to whether ICE Trade
Vault's Amended Form SDR with regard to its revised policies and
procedures is reasonably designed to provide a mechanism for Users to
effectively address ICE Trade Vault's access restrictions.
    4. Exchange Act Sections 13(n)(5)(G) and (H) and Exchange Act Rules
13n-4(b)(9), (b)(10) and (d) conditionally require SDRs to make SBS
data available to certain authorities. Please provide your views
regarding the proposed approach of ICE Trade Vault's Amended Form SDR
to that data access requirement. Among other matters, commenters may
wish to address the part of the proposal that would condition access on
authorities certifying that they are acting within the scope of their
jurisdiction (as well as certifying consistency with an applicable
memorandum of understanding).
    5. Exchange Act Rule 13n-5(b)(6) requires every SDR to establish
procedures and to provide facilities reasonably designed to effectively
resolve disputes over the accuracy of the transaction data and
positions that are recorded in the SDR. Please provide your views as to
whether ICE Trade Vault's revised policies and procedures are
reasonably designed to provide a mechanism for Users and their
counterparties to effectively resolve disputes over the accuracy of SBS
data that it maintains. Should the policies and procedures specify
timeframes in the dispute resolution process to facilitate timely and
conclusive resolution of disputes? Why or why not? Please provide your
views as to whether it would be helpful to Users if ICE Trade Vault's
revised policies and procedures in Section 3.6 of the Guidebook
provided more information with regard to how pending transaction
submissions and other pending matters will be impacted where ICE Trade
Vault chooses not to accept any submission from a Terminated User with
respect to a transaction that was effected after the time at which the
Access Determination became effective.
    6. Rule 905(b) of Regulation SBSR requires an SDR, upon discovery
or receipt of notice of an error, to correct such information in its
system and, if applicable, to correct the publicly disseminated data.
Please provide your views on ICE Trade Vault's approach to correction
of errors in light of Rule 905(b).
    7. Exchange Act Rule 13n-5(b)(3) requires every SDR to establish,
maintain, and enforce written policies and procedures reasonably
designed to ensure that the transaction data and positions that it
maintains are complete and accurate. Please provide your views as to
whether ICE Trade Vault's revised policies and procedures are
reasonably designed to ensure that the transaction data and positions
that it maintains are complete and accurate, as required by Rule 13n-
5(b)(3).
    8. Regulation SBSR imposes duties on various market participants to
report SBS transaction information to a registered SDR. Please provide
your views as to whether the revised ICE Trade Vault application and
the associated policies and procedures provide sufficient information
to participants, as defined by Rule 900(u) of Regulation SBSR, about
how they would discharge these regulatory duties when reporting to ICE
Trade Vault. If applicable, please describe in detail what additional
information you believe is necessary to allow a participant to satisfy
any reporting obligation that it might incur under Regulation SBSR.
    9. Rule 903(b) of Regulation SBSR in part provides that an SDR may
permit required data elements to be reported using codes if the
information necessary to interpret such codes is widely available to
users on a non-fee basis. Notwithstanding this requirement, ICE Trade
Vault has proposed to rely on proprietary classification systems such
as CUSIP numbers and/or ISIN codes to identify the underlying reference
obligation in certain situations, which may subject market participants
to fees and usage restrictions in contravention of Rule 903(b). Please
provide your views as to whether the approach proposed by ICE Trade
Vault would be an appropriate means of reporting that information, or
whether use of those proprietary classification systems would unduly
increase the cost of compliance with reporting information pursuant to
Regulation SBSR or impair access to publicly disseminated data.
    10. Rule 901(d)(5) of Regulation SBSR requires reporting sides to
report any additional data elements included in the agreement between
the counterparties that are necessary for a person to determine the
market value of the transaction, to the extent not already provided.
Please provide your views as to whether ICE Trade Vault has
sufficiently explained how Users can satisfy this requirement and
whether ICE Trade Vault's policies and procedures should include
specific data categories necessary to determine the market value of a
custom basket of securities that underlies a SBS (e.g. components and
risk weights of the basket).
    11. Rule 901(e) of Regulation SBSR requires reporting sides to
report life cycle events, and any adjustments due to life cycle events,
that results in a change to previously reported primary or secondary
trade information. Please provide your views as to whether ICE Trade
Vault has provided sufficient information in its Amended Form SDR to
explain how a User would report life cycle events under Rule 901(e) of
Regulation SBSR. Please describe any additional information that you
feel is necessary.
    12. Rule 907(a)(4) of Regulation SBSR requires an SDR to have
policies and procedures for identifying and establishing flags to
denote characteristics or circumstances associated with the execution
or reporting of an SBS that could, in the SDR's reasonable estimation,
cause a person without knowledge of these characteristic(s) or
circumstance(s), to

receive a distorted view of the market, and for applying and directing
users to apply such flags, as applicable. Please provide your views as
to whether ICE Trade Vault's revised policies and procedures for
developing condition flags as required by Rule 907(a)(4) of Regulation
SBSR would prevent market participants from receiving a distorted view
of the market. Are there additional condition flags that you believe
ICE Trade Vault should establish to prevent market participants from
receiving a distorted view of the market? If so, please describe such
condition flags and explain why you believe that they are appropriate
under Rule 907(a)(4).
    13. Rule 903(a) of Regulation SBSR provides, in relevant part, that
if no system has been recognized by the Commission, or a recognized
system has not assigned a UIC to a particular person, unit of a person,
or product, the registered SDR shall assign a UIC to that person, unit
of person, or product using its own methodology. Please provide your
views as to whether the revised approach regarding UICs as described in
ICE Trade Vault's Amended Form SDR is appropriate in light of the
requirements of Rule 903(a) of Regulation SBSR. Why or why not?
    14. Rule 906(a) of Regulation SBSR requires an SDR to send a daily
report to each participant of that SDR (or the participant's execution
agent), identifying, for each SBS to which that participant is a
counterparty, any SBS for which the SDR lacks required UIC information.
Please provide your views as to whether ICE Trade Vault's approach to
satisfying the requirements of Rule 906(a) are appropriate. Why or why
not?
    15. Rule 907 of Regulation SBSR generally requires that an SDR have
policies and procedures with respect to the reporting and dissemination
of data. Please provide your views as to whether ICE Trade Vault has
provided sufficient information in its Amended Form SDR (including
through the publication of its previously confidential Exhibit N.4) to
explain the manner in which ICE Trade Vault intends to publicly
disseminate SBS transaction information under Rule 902 of Regulation
SBSR. If not, what additional information do you think that ICE Trade
Vault should provide about how it intends to effect public
dissemination of SBS transactions?
    16. Please provide your views as to whether ICE Trade Vault's
Amended Form SDR includes sufficient information about how an agent
could report SBS transaction information to ICE Trade Vault on behalf
of a principal (i.e., a person who has a duty under Regulation SBSR to
report). If applicable, please describe any additional information that
you believe is necessary.
    17. Rule 906(b) of Regulation SBSR imposes a duty on certain
participants, as defined by Rule 900(u) of Regulation SBSR, of an SDR
to provide such SDR with information sufficient to identify their
ultimate parent(s) and any affiliate(s) that are also participants of
the SDR using ultimate parent and counterparty IDs, and Rule 907(a)(6)
requires an SDR to have policies and procedures in place to obtain such
information from its participants. Please provide your views as to
whether ICE Trade Vault's policies and procedures for satisfying the
requirements of Rule 907(a)(6) are appropriate and provide sufficient
information to participants about how they would discharge their
regulatory duties under Rule 906(b). If applicable, please describe in
detail what additional information you believe is necessary to allow a
participant to satisfy its Rule 906(b) obligation.
    18. Please provide your views as to whether the replacement of the
terms ``confirmed'' with ``verified'' and ``Participant'' with ``User''
in ICE Trade Vault's Guidebook is clear and appropriate. Additionally,
please provide your views as to whether the definitions of the terms
``Execution Agent'' and ``Third Party Reporter'' are clear and
appropriate.
    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SBSDR-2017-01 on the subject line.

Paper Comments

     Send paper comments to Brent J. Fields, Secretary,
Securities and Exchange Commission, 100 F Street NE., Washington, DC
20549-1090. All submissions should refer to File Number SBSDR-2017-01.
    To help the Commission process and review your comments more
efficiently, please use only one method of submission. The Commission
will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/other.shtml).
    Copies of the Form SDR, all subsequent amendments, all written
statements with respect to the Form SDR that are filed with the
Commission, and all written communications relating to the Form SDR
between the Commission and any person, other than those that may be
withheld from the public in accordance with the provisions of 5 U.S.C.
552, will be available for Web site viewing and printing in the
Commission's Public Reference Section, 100 F Street, NE., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m.
    All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SBSDR-2017-01 and
should be submitted on or before August 22, 2017.

    By the Commission.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-16173 Filed 7-31-17; 8:45 am]
 BILLING CODE 8011-01-P