Security-Based Swap Data Repositories; ICE Trade Vault, LLC; Notice of Filing of Amended Application for Registration as a Security-Based Swap Data Repository, 35844-35855 [2017-16173]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 82, Number 146 (Tuesday, August 1, 2017)]
[Notices]
[Pages 35844-35855]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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

[[Page 35845]]

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

[[Page 35846]]

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 
(TradeVaultSupport@theice.com) 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

[[Page 35847]]

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

[[Page 35848]]

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\
---------------------------------------------------------------------------

    \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

[[Page 35849]]

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 
(TradeVaultSupport@theice.com) 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 4.2.5.4 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

[[Page 35850]]

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 4.2.5.4 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 4.2.5.5:

    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 4.2.5.6 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 4.2.5.7 
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 
4.2.5.10:

    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

[[Page 35851]]

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

[[Page 35852]]

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 (TradeVaultSupport@theice.com) 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: 
TradeVaultSupport@theice.com'' 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 https://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 (TradeVaultSupport@theice.com) 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.

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

[[Page 35853]]

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 
4.2.5.9 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

[[Page 35854]]

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

[[Page 35855]]

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 (https://www.sec.gov/rules/proposed.shtml); or
     Send an email to rule-comments@sec.gov. 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 (https://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