Form SDR Form SDR: APPLICATION OR AMENDMENT TO APPLICATION FOR RE

OMB APPROVAL
OMB Number: 3235-0719

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

Expires: May 31, 2018
Estimated average
burden hours
per initial response...... 482
per annual amendment ... 12
per other amendment ..... 12
per withdrawal ............... 12

FORM SDR

APPLICATION OR AMENDMENT TO APPLICATION
FOR REGISTRATION OR WITHDRAWAL FROM
REGISTRATION AS SECURITY-BASED SWAP DATA
REPOSITORY UNDER THE SECURITIES EXCHANGE
ACT OF 1934

SEC 2911 (2/15)

Persons who respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.

GENERAL INSTRUCTIONS FOR PREPARING AND FILING FORM SDR
1.

Form SDR and exhibits thereto are to be filed electronically in a tagged data format through EDGAR with the
Securities and Exchange Commission by an applicant for registration as a security-based swap data repository,
by a registered security-based swap data repository amending its application for registration, or by a registered
security-based swap data repository withdrawing its registration, pursuant to Section 13(n) of the Securities
Exchange Act of 1934 (“Exchange Act”) and Rules 13n-1 and 13n-2 thereunder. The electronic filing
requirements of Regulation S-T will apply to all such filings.

2.

With respect to an applicant for registration as a security-based swap data repository, Form SDR also
constitutes an application for registration as a securities information processor. An amendment or withdrawal
on Form SDR also constitutes an amendment or withdrawal of securities information processor registration
pursuant to Section 11A of the Exchange Act and the rules and regulations thereunder. Applicants for
registration as a securities information processor not seeking to become dually-registered as a security-based
swap data repository and a securities information processor, or registered securities information processors that
are not dually-registered as a security-based swap data repository and a securities information processor, should
continue to file on Form SIP.

3.

Upon the filing of an application for registration, the Commission will publish notice of the filing and afford
interested persons an opportunity to submit written data, views, and arguments. No application for registration
shall be effective unless the Commission, by order, grants such registration.

4.

Individuals’ names shall be given in full (last name, first name, middle name).

5.

Form SDR shall be signed by a person who is duly authorized to act on behalf of the security-based swap data
repository.

6.

If Form SDR is being filed as an application for registration, all applicable items must be answered in full. If
any item is not applicable, indicate by “none” or “N/A” as appropriate.

7.

Disclosure of the information specified on this form is mandatory prior to processing of an application for
registration as a security-based swap data repository and a securities information processor. The information
will be used for the principal purpose of determining whether the Commission should grant or deny registration
to an applicant. Except in cases where confidential treatment is requested by the applicant and granted by the
Commission pursuant to the Freedom of Information Act and the rules of the Commission thereunder,
information supplied on this form may be made available on the Commission’s website, will be included
routinely in the public files of the Commission, and will be available for inspection by any interested person. A
form that is not prepared and executed in compliance with applicable requirements may be deemed as not
acceptable for filing. Acceptance of this form, however, shall not constitute any finding that it has been filed as
required or that the information submitted is true, current, or complete. Intentional misstatements or omissions
of fact constitute federal criminal violations (see 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)).

8.

Rule 13n-1(d) under the Exchange Act requires a security-based swap data repository to amend promptly Form
SDR if any information contained in items 1 through 17, 26, and 48 of this application, or any amendment
thereto, is or becomes inaccurate for any reason. Rule 13n-1(d) under the Exchange Act also requires a
security-based swap data repository to file annually an amendment on Form SDR within 60 days after the end
of each fiscal year of such security-based swap data repository. Rule 13n-2 under the Exchange Act requires a
security-based swap data repository that seeks to withdraw from registration to file such withdrawal on Form
SDR.

9.

For the purposes of this form, the term “applicant” includes any applicant for registration as a security-based
swap data repository or any registered security-based swap data repository that is amending Form SDR or
withdrawing its registration as a security-based swap data repository. In addition, the term “applicant” includes
any applicant for registration as a securities information processor.

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10. Applicants filing Form SDR as an amendment (other than an annual amendment) need to update any
information contained in items 1 through 17, 26, and 48 that has become inaccurate since the security-based
swap data repository’s last filing of Form SDR. An applicant submitting an amendment (other than an annual
amendment) represents that all unamended information contained in items 1 through 17, 26, and 48 remains
true, current, and complete as filed.
11. Applicants filing a withdrawal need to update any items or exhibits that are being amended since the securitybased swap data repository’s last filing of Form SDR. An applicant submitting a withdrawal represents that all
unamended items and exhibits remain true, current, and complete as filed.
12. Applicants filing an annual amendment must file a complete form, including all pages, answers to all items,
together with all exhibits. Applicants filing an annual amendment must indicate which items have been
amended since the last annual amendment, or, if the security-based swap data repository has not yet filed an
annual amendment, since the security-based swap data repository’s application for registration.
DEFINITIONS: Unless the context requires otherwise, all terms used in this form have the same meaning as in the
Exchange Act, as amended, and in the rules and regulations of the Commission thereunder.
This collection of information will be reviewed by the Office of Management and Budget in accordance with the
clearance requirements of 44 U.S.C. 3507. An agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently valid control number. The Commission
estimates that the average burden to respond to Form SDR will be between 12 and 482 hours depending upon the
purpose for which the form is being filed. Any member of the public may direct to the Commission any comments
concerning the accuracy of this burden estimate and any suggestions for reducing this burden. It is mandatory that a
security-based swap data repository file all notifications, updates, and reports required by Rules 13n-1 and 13n-2
using Form SDR.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SDR
APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION OR
WITHDRAWAL FROM REGISTRATION AS SECURITY-BASED SWAP DATA
REPOSITORY UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Exact Name of Applicant as Specified in Charter)

(Address of Principal Executive Offices)
If this is an APPLICATION for registration, complete this form in full and check here ...............................................
If this is an AMENDMENT to an application, or to an effective registration (other than an annual amendment), list
all items that are amended and check here ......................................................................................................................

If this is an ANNUAL AMENDMENT to an application, or to an effective registration, complete this form in full,
list all items that are amended since the last annual amendment, and check here ..........................................................

If this is a WITHDRAWAL from registration, list all items that are amended and check here .....................................

Or check here to confirm that there is no inaccurate information to update ...................................................................
GENERAL INFORMATION
1.

Name under which business is conducted, if different than name specified herein:

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2.

If name of business is amended, state previous business name:

3.

Mailing address:

(Number and Street)
(City)
4.

(State/Country)

List of principal office(s) and address(es) where security-based swap data repository and securities information
processor activities are conducted:
Office

5.

(Mailing Zip/Postal Code)

Address

If the applicant is a successor (within the definition of Rule 12b-2 under the Exchange Act) to a previously
registered security-based swap data repository, please complete the following:
a.

Date of succession:

b.

Full name and address of predecessor security-based swap data repository:

(Name)
(Number and Street)
(City)
c.

(State/Country)

(Mailing Zip/Postal Code)

Predecessor’s CIK

6.

List all asset classes of security-based swaps for which the applicant is collecting and maintaining data or for
which it proposes to collect and maintain data.

7.

Furnish a description of the function(s) that the applicant performs or proposes to perform.

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8.

Applicant is a:

Corporation
Partnership
Other Form of Organization (Specify)

9.

If the applicant is a corporation or other form of organization (besides a partnership):
a.

Date of incorporation or organization

b.

Place of incorporation or state/country of organization

10. If the applicant is a partnership:
a.

Date of filing of partnership agreement

b.

Place where partnership agreement was filed

11. Applicant understands and consents that any notice or service of process, pleadings, or other documents in
connection with any action or proceeding against the applicant may be effectuated by certified mail to the
officer specified or person named below at the U.S. address given. Such officer or person cannot be a
Commission member, official, or employee.
(Name of Person or, if Applicant is a Corporation, Title of Officer)
(Name of Applicant or Applicable Entity)
(Number and Street)
(City)

(State)

(Area Code)

(Zip Code)

(Telephone Number)

12. If this is a withdrawal from registration, furnish:
a.

Name(s) and address(es) of the person(s) who has or will have custody or possession of the books and
records that the applicant maintained in connection with its performance of security-based swap data
repository and securities information processor functions.

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_____________________________________________________________________________________________
(Name of Person)
(Number and Street)
(City)

(State/Country)

(Area Code)

b.

(Mailing Zip/Postal Code)

(Telephone Number)

If different from above, provide address(es) where such books and records will be located.

(Number and Street)
(City)

(State/Country)

(Mailing Zip/Postal Code)

13. SIGNATURE: Applicant has duly caused this application, amendment, or withdrawal to be signed on its behalf
by the undersigned, hereunto duly authorized, on this date:
.
Applicant and the undersigned hereby represent that all information contained herein is true, current, and
complete. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C.
1001 and 15 U.S.C. 78ff(a)). It is understood that all required items and exhibits are considered integral parts of
this form and that the submission of any amendment or withdrawal represents that all unamended items and
exhibits remain true, current, and complete as previously filed and that the submission of any amendment (other
than an annual amendment) represents that all unamended information contained in items 1 through 17, 26, and
48 remains true, current, and complete as filed. If the applicant is a non-resident security-based swap data
repository, the applicant and the undersigned further represent that the applicant can, as a matter of law, and
will provide the Commission with prompt access to the applicant’s books and records and that the applicant can,
as a matter of law, and will submit to an onsite inspection and examination by the Commission. For purposes of
this certification, “non-resident security-based swap data repository” means (i) in the case of an individual, one
who resides in or has his principal place of business in any place not in the United States; (ii) in the case of a
corporation, one incorporated in or having its principal place of business in any place not in the United States;
or (iii) in the case of a partnership or other unincorporated organization or association, one having its principal
place of business in any place not in the United States.
(Name of Applicant)
(Signature of General Partner, Managing Agent, or Principal Officer)
(Title)
EXHIBITS — BUSINESS ORGANIZATION
14. List as Exhibit A any person as defined in Section 3(a)(9) of the Exchange Act that owns 10 percent or more of
the applicant’s stock or that, either directly or indirectly, through agreement or otherwise, in any other manner,
may control or direct the management or policies of the applicant. State in Exhibit A the full name and address
of each such person and attach a copy of the agreement or, if there is none written, describe the agreement or

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basis upon which such person exercises or may exercise such control or direction.
15. Attach as Exhibit B the following information about the chief compliance officer who has been appointed by
the board of directors of the applicant or a person or group performing a function similar to such board of
directors:
a.

Name

b.

Title

c.

Date of commencement and, if appropriate, termination of present term of position

d.

Length of time the chief compliance officer has held the same position

e.

Brief account of the business experience of the chief compliance officer over the last five years

f.

Any other business affiliations in the securities industry or derivatives industry

g.

Details of:
(1)
(2)
(3)
(4)
(5)

any order of the Commission with respect to such person pursuant to Sections 15(b)(4), 15(b)(6),
19(h)(2), or 19(h)(3) of the Exchange Act;
any conviction or injunction of a type described in Sections 15(b)(4)(B) or (C) of the Exchange
Act within the past ten years;
any action of a self-regulatory organization with respect to such person imposing a final
disciplinary sanction pursuant to Sections 6(b)(6), l5A(b)(7), or 17A(b)(3)(G) of the Exchange
Act;
any final action by a self-regulatory organization with respect to such person constituting a denial,
bar, prohibition, or limitation of membership, participation, or association with a member, or of
access to services offered by such organization or a member thereof; and
any final action by another federal regulatory agency, including the Commodity Futures Trading
Commission, any state regulatory agency, or any foreign financial regulatory authority resulting
in:
i. a finding that such person has made a false statement or omission, or has been dishonest,
unfair, or unethical;
ii. a finding that such person has been involved in a violation of any securities-related
regulations or statutes;
iii. a finding that such person has been a cause of a business having its authorization to do
business denied, suspended, revoked, or restricted;
iv. an order entered, in the past ten years, against such person in connection with a securitiesrelated activity; or
v. any disciplinary sanction, including a denial, suspension, or revocation of such person’s
registration or license or otherwise, by order, a prevention from associating with a securitiesrelated business or a restriction of such person’s activities.

16. Attach as Exhibit C a list of the officers, directors, governors, and persons performing similar functions, and the
members of all standing committees grouped by committee of the applicant or of the entity identified in item 19
that performs the security-based swap data repository and securities information processor activities of the
applicant, indicating for each:
a.
b.
c.
d.
e.

Name
Title
Dates of commencement and, if appropriate, termination of present term of office or position
Length of time each present officer, director, governor, persons performing similar functions, or member of
a standing committee has held the same office or position
Brief account of the business experience of each officer, director, governor, persons performing similar
functions, or member of a standing committee over the last five years

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f.
g.

Any other business affiliations in the securities industry or derivatives industry
Details of:
(1)
(2)
(3)
(4)
(5)

any order of the Commission with respect to such person pursuant to Sections 15(b)(4), 15(b)(6),
19(h)(2), or 19(h)(3) of the Exchange Act;
any conviction or injunction of a type described in Sections 15(b)(4)(B) or (C) of the Exchange
Act within the past ten years;
any action of a self-regulatory organization with respect to such person imposing a final
disciplinary sanction pursuant to Sections 6(b)(6), l5A(b)(7), or 17A(b)(3)(G) of the Exchange
Act;
any final action by a self-regulatory organization with respect to such person constituting a denial,
bar, prohibition, or limitation of membership, participation, or association with a member, or of
access to services offered by such organization or a member thereof; and
any final action by another federal regulatory agency, including the Commodity Futures Trading
Commission, any state regulatory agency, or any foreign financial regulatory authority resulting
in:
i. a finding that such person has made a false statement or omission, or has been dishonest,
unfair, or unethical;
ii. a finding that such person has been involved in a violation of any securities-related
regulations or statutes;
iii. a finding that such person has been a cause of a business having its authorization to do
business denied, suspended, revoked, or restricted;
iv. an order entered, in the past ten years, against such person in connection with a securitiesrelated activity; or
v. any disciplinary sanction, including a denial, suspension, or revocation of such person’s
registration or license or otherwise, by order, a prevention from associating with a securitiesrelated business or a restriction of such person’s activities.

17. Attach as Exhibit D a copy of documents relating to the governance arrangements of the applicant, including,
but not limited to, the nomination and selection process of the members on the applicant’s board of directors, a
person or group performing a function similar to a board of directors (collectively, “board”), or any committee
that has the authority to act on behalf of the board; the responsibilities of the board and each such committee;
the composition of the board and each such committee; and the applicant’s policies and procedures reasonably
designed to ensure that the applicant’s senior management and each member of the board or such committee
possess requisite skills and expertise to fulfill their responsibilities in the management and governance of the
applicant, to have a clear understanding of their responsibilities, and to exercise sound judgment about the
applicant’s affairs.
18. Attach as Exhibit E a copy of the constitution, articles of incorporation or association with all amendments
thereto, existing by-laws, rules, procedures, and instruments corresponding thereto, of the applicant.
19. Attach as Exhibit F a narrative and/or graphic description of the organizational structure of the applicant. Note:
If the security-based swap data repository or securities information processor activities of the applicant are
conducted primarily by a division, subdivision, or other segregable entity within the applicant’s corporation or
organization, describe the relationship of such entity within the overall organizational structure and attach as
Exhibit F the description that applies to the segregable entity.
20. Attach as Exhibit G a list of all affiliates of the applicant and indicate the general nature of the affiliation. For
purposes of this application, an “affiliate” of an applicant means a person that, directly or indirectly, controls, is
controlled by, or is under common control with the applicant.
21. Attach as Exhibit H a brief description of any material pending legal proceeding(s), other than ordinary and
routine litigation incidental to the business, to which the applicant or any of its affiliates is a party or to which
any of its property is the subject. Include the name of the court or agency in which the proceeding(s) are
pending, the date(s) instituted, the principal parties to the proceeding, a description of the factual basis alleged

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to underlie the proceeding(s), and the relief sought. Include similar information as to any such proceeding(s)
known to be contemplated by any governmental agencies.
22. Attach as Exhibit I copies of all material contracts with any security-based swap execution facility, clearing
agency, central counterparty, or third party service provider. To the extent that form contracts are used by the
applicant, submit a sample of each type of form contract used. In addition, include a list of security-based swap
execution facilities, clearing agencies, central counterparties, and third party service providers with whom the
applicant has entered into material contracts.
23. Attach as Exhibit J procedures implemented by the applicant to minimize conflicts of interest in the decisionmaking process of the applicant and to resolve any such conflicts of interest.
EXHIBITS — FINANCIAL INFORMATION
24. Attach as Exhibit K a statement of financial position, results of operations, statement of sources and application
of revenues and all notes or schedules thereto, as of the most recent fiscal year of the applicant. If statements
certified by an independent public accountant are available, such statements shall be submitted as Exhibit K.
Alternatively, a financial report, as described in Rule 13n-11(f) under the Exchange Act, may be filed as Exhibit
K.
25. Attach as Exhibit L a statement of financial position and results of operations for each affiliate of the applicant
as of the end of the most recent fiscal year of each such affiliate. Alternatively, identify, if available, the most
recently filed annual report on Form 10-K under the Exchange Act for any such affiliate as Exhibit L.
26. Attach as Exhibit M the following:
a.

A complete list of all dues, fees, and other charges imposed, or to be imposed, as well as all discounts or
rebates offered, or to be offered, by or on behalf of the applicant for its services, including the securitybased swap data repository’s services, securities information processor’s services, and any ancillary
services, and identify the service(s) provided for each such due, fee, other charge, discount, or rebate;

b.

A description of the basis and methods used in determining at least annually the level and structure of the
services as well as the dues, fees, other charges, discounts, or rebates listed in paragraph a of this item; and

c.

If the applicant differentiates, or proposes to differentiate, among its customers, or classes of customers in
the amount of any dues, fees, or other charges imposed or any discount or rebate offered for the same or
similar services, then state and indicate the amount of each differential. In addition, identify and describe
any differences in the cost of providing such services, and any other factors, that account for such
differences.

EXHIBITS — OPERATIONAL CAPABILITY
27. Attach as Exhibit N a narrative description, or the functional specifications, of each service or function listed in
item 7 and performed as a security-based swap data repository or securities information processor. Include a
description of all procedures utilized for the collection and maintenance of information or records with respect
to transactions or positions in, or the terms and conditions of, security-based swaps entered into by market
participants.
28. Attach as Exhibit O a list of all computer hardware utilized by the applicant to perform the security-based swap
data repository or securities information processor functions listed in item 7, indicating:
a.

Name of manufacturer and manufacturer’s equipment identification number;

b.

Whether such hardware is purchased or leased (If leased, state from whom leased, duration of lease, and
any provisions for purchase or renewal); and

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c.

Where such equipment (exclusive of terminals and other access devices) is physically located.

29. Attach as Exhibit P a description of the personnel qualifications for each category of professional, nonprofessional, and supervisory employees employed by the applicant or the division, subdivision, or other
segregable entity within the applicant as described in item 19.
30. Attach as Exhibit Q a description of the measures or procedures implemented by the applicant to provide for the
security of any system employed to perform the functions of the security-based swap data repository or
securities information processor. Include a general description of any physical and operational safeguards
designed to prevent unauthorized access (whether by input or retrieval) to the system. Describe any
circumstances within the past year in which the described security measures or safeguards failed to prevent any
such unauthorized access to the system and any measures taken to prevent a reoccurrence. Describe any
measures used by the applicant to satisfy itself that the information received or disseminated by the system is
accurate.

31. Where security-based swap data repository or securities information processor functions are performed by

automated facilities or systems, attach as Exhibit R a description of all backup systems or subsystems that are
designed to prevent interruptions in the performance of any such function as a result of technical malfunctions
or otherwise in the system itself, in any permitted input or output system connection, or as a result of any
independent source.

32. Attach as Exhibit S the following:
a.

b.

For each of the security-based swap data repository or securities information processor functions described
in item 7:
(1)

quantify in appropriate units of measure the limits on the applicant’s capacity to receive (or
collect), process, store, or display (or disseminate for display or other use) the data elements
included within each function (e.g., number of inquiries from remote terminals); and

(2)

identify the factors (mechanical, electronic, or other) that account for the current limitations
reported in answer to (1) on the applicant’s capacity to receive (or collect), process, store, or
display (or disseminate for display or other use) the data elements included within each function.

If the applicant is able to employ, or presently employs, its system(s) for any use other than for performing
the functions of a security-based swap data repository or securities information processor, state the
priorities of assignment of capacity between such functions and such other uses, and state the methods used
or able to be used to divert capacity between such functions and other uses.

EXHIBITS — ACCESS TO SERVICES AND DATA
33. Attach as Exhibit T the following:
a.

State the number of persons who subscribe, or who have notified the applicant of their intention to
subscribe, to the applicant’s services.

b.

For each instance during the past year in which any person has been prohibited or limited with respect to
access to services offered or data maintained by the applicant, indicate the name of each such person and
the reason for the prohibition or limitation.

c.

For each of such services that involves the supply of information to a quotation board, ticker device,
electronic information terminal, or other such device, state the total number of devices to which
information is, or will be supplied (“serviced”) and any minimum and or maximum number of devices
required or permitted by agreement or otherwise to be serviced by the applicant. In addition, define the

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data elements for each service.
d.

For each service that is furnished in machine-readable form, state the storage media of any service
furnished and define the data elements of such service.

34. Attach as Exhibit U copies of all contracts governing the terms by which persons may subscribe to the securitybased swap data repository services, securities information processor services, and any ancillary services
provided by the applicant. To the extent that form contracts are used by the applicant, submit a sample of each
type of form contract used.
35. Attach as Exhibit V a description of any specifications, qualifications, or other criteria that limit, are interpreted
to limit, or have the effect of limiting access to or use of any security-based swap data repository or securities
information processor services offered or data maintained by the applicant and state the reasons for imposing
such specifications, qualifications, or other criteria.
36. Attach as Exhibit W any specifications, qualifications, or other criteria required of persons who supply securitybased swap information to the applicant for collection, maintenance, processing, preparing for distribution, and
publication by the applicant or of persons who seek to connect to or link with the applicant.
37. Attach as Exhibit X any specifications, qualifications, or other criteria required of any person, including, but not
limited to, regulators, market participants, market infrastructures, venues from which data could be submitted to
the applicant, and third party service providers, who requests access to data maintained by the applicant.
38. Attach as Exhibit Y policies and procedures implemented by the applicant to review any prohibition or
limitation of any person with respect to access to services offered or data maintained by the applicant and to
grant such person access to such services or data if such person has been discriminated against unfairly.
EXHIBITS — OTHER POLICIES AND PROCEDURES
39. Attach as Exhibit Z policies and procedures implemented by the applicant to protect the privacy of any and all
security-based swap transaction information that the applicant receives from a market participant or any
registered entity.
40. Attach as Exhibit AA a description of safeguards, policies, and procedures implemented by the applicant to
prevent the misappropriation or misuse of (a) any confidential information received by the applicant, including,
but not limited to, trade data, position data, and any nonpublic personal information about a market participant
or any of its customers; (b) material, nonpublic information; and/or (c) intellectual property by applicant or any
person associated with the applicant for their personal benefit or the benefit of others.
41. Attach as Exhibit BB policies and procedures implemented by the applicant regarding its use of the securitybased swap transaction information that it receives from a market participant, any registered entity, or any
person for non-commercial and/or commercial purposes.
42. Attach as Exhibit CC procedures and a description of facilities of the applicant for effectively resolving disputes
over the accuracy of the transaction data and positions that are recorded in the security-based swap data
repository.
43. Attach as Exhibit DD policies and procedures relating to the applicant’s calculation of positions.
44. Attach as Exhibit EE policies and procedures implemented by the applicant to prevent any provision in a valid
security-based swap from being invalidated or modified through the procedures or operations of the applicant.
45. Attach as Exhibit FF a plan to ensure that the transaction data and position data that are recorded in the
applicant continue to be maintained after the applicant withdraws from registration as a security-based swap
data repository, which shall include procedures for transferring the transaction data and position data to the

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Commission or its designee (including another registered security-based swap data repository).
46. Attach as Exhibit GG all of the policies and procedures required under Regulation SBSR.
47. If the applicant has a rulebook, then the applicant may attach the rulebook as Exhibit HH.

EXHIBIT — LEGAL OPINION
48. If the applicant is a non-resident security-based swap data repository, then attach as Exhibit II an opinion of
counsel that the security-based swap data repository can, as a matter of law, provide the Commission with
prompt access to the books and records of such security-based swap data repository and that the security-based
swap data repository can, as a matter of law, submit to onsite inspection and examination by the Commission.

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