
CHAPTER I
Article 1 
This Regulation lays down rules on the transparency of securities financing transactions (SFTs) and of reuse.
Article 2 

1. This Regulation applies to:
(a) a counterparty to an SFT that is established:
((i)) in the United Kingdom, including all its branches irrespective of where they are located;
((ii)) in a third country, if the SFT is concluded in the course of the operations of a branch in the United Kingdom of that counterparty;
(b) management companies, managers and operators of UCITS and UCITS investment companies;
(c) managers of alternative investment funds (AIFMs) authorised  or registered in accordance with the Alternative Investment Fund Managers Regulations 2013;
(d) a counterparty engaging in reuse that is established:
((i)) in the United Kingdom, including all its branches irrespective of where they are located;
((ii)) in a third country, where either:

— the reuse is effected in the course of the operations of a branch in the United Kingdom of that counterparty, or
— the reuse concerns financial instruments provided under a collateral arrangement by a counterparty established in the United Kingdom or a branch in the United Kingdom of a counterparty established in a third country.
2. Articles 4 and 15 do not apply to:
(a) the Bank of England and other United Kingdom bodies charged with, or intervening in, the management of the public debt;
(b) the Bank for International Settlements.
3. Article 4 does not apply to transactions  to which: 
(a) the Bank of England; or
(b) another United Kingdom body charged with, or intervening in, the management of the public debt,
4. The Treasury may by statutory instrument amend the list set out in paragraph (2) of this Article.
Article 3 
For purposes of this Regulation, the following definitions apply:

((1)) ‘trade repository’ means a legal person that centrally collects and maintains the records of SFTs;
((2)) ‘counterparties’ means financial counterparties and non-financial counterparties;
((3)) ‘financial counterparty’ means:

((a)) an investment firm within the meaning given in Article 2(1A) of MIFIR which:
(i) has its registered office or head office in the United Kingdom;
(ii) has permission under Part 4A of the FSMA to carry on regulated activities relating to investment services and activities (as defined in Article 2(1)(2) of the MIFIR) in the United Kingdom;
(iii) would require authorisation under Directive 2014/65/EU  (as it had effect immediately before  IP completion day) if it had its registered office (or if it does not have a registered office, its head offices) in an EEA state; and
(iv) is not a firm which has permission under Part 4A of the FSMA to carry on regulated activities as an exempt investment firm, within the meaning of regulation 8 of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017;
((b)) a credit institution which is a CRR firm (within the definition in Article 4(1)(2A) of the Capital Requirements Regulation);
((c)) an insurance undertaking or a reinsurance undertaking;
((d)) a UK UCITS (within the definition in section 237(3)  of the FSMA) and, where relevant, its management company (within the definition in section 237(2) of the FSMA);
((e)) an occupational pension scheme within the meaning of section 1(1) of the Pension Schemes Act 1993;
((f)) an AIF managed by AIFMs (within the definition in regulation 4 of the Alternative Investment Fund Managers Regulations 2013) authorised or registered in accordance with those Regulations;
((g)) a CCP authorised in accordance with Regulation (EU) No 648/2012 as  it forms part of  assimilated  law;
((h)) a central securities depository authorised in accordance with Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories;
((i)) a third-country entity which would require authorisation or registration in accordance with the legislative acts referred to in points (a) to (h) if it were established in the United Kingdom;
((4)) ‘non-financial counterparty’ means an undertaking established in the United Kingdom or in a third country other than the entities referred to in point (3);
((5)) ‘established’ means:

((a)) if the counterparty is a natural person, where it has its head office;
((b)) if the counterparty is a legal person, where it has its registered office;
((c)) if the counterparty has, under its national law, no registered office, where it has its head office;
((6)) ‘branch’ means a place of business other than the head office which is part of a counterparty and which has no legal personality;
((7)) ‘securities or commodities lending’ or ‘securities or commodities borrowing’ means a transaction by which a counterparty transfers securities or commodities subject to a commitment that the borrower will return equivalent securities or commodities on a future date or when requested to do so by the transferor, that transaction being considered as securities or commodities lending for the counterparty transferring the securities or commodities and being considered as securities or commodities borrowing for the counterparty to which they are transferred;
((8)) ‘buy-sell back transaction’ or ‘sell-buy back transaction’ means a transaction by which a counterparty buys or sells securities, commodities, or guaranteed rights relating to title to securities or commodities, agreeing, respectively, to sell or to buy back securities, commodities or such guaranteed rights of the same description at a specified price on a future date, that transaction being a buy-sell back transaction for the counterparty buying the securities, commodities or guaranteed rights, and a sell-buy back transaction for the counterparty selling them, such buy-sell back transaction or sell-buy back transaction not being governed by a repurchase agreement or by a reverse-repurchase agreement within the meaning of point (9);
((9)) ‘repurchase transaction’ means a transaction governed by an agreement by which a counterparty transfers securities, commodities, or guaranteed rights relating to title to securities or commodities where that guarantee is issued by a recognised exchange which holds the rights to the securities or commodities and the agreement does not allow a counterparty to transfer or pledge a particular security or commodity to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities or commodities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities or commodities and a reverse repurchase agreement for the counterparty buying them;
((10)) ‘margin lending transaction’ means a transaction in which a counterparty extends credit in connection with the purchase, sale, carrying or trading of securities, but not including other loans that are secured by collateral in the form of securities;
((11)) ‘securities financing transaction’ or ‘SFT’ means:

((a)) a repurchase transaction;
((b)) securities or commodities lending and securities or commodities borrowing;
((c)) a buy-sell back transaction or sell-buy back transaction;
((d)) a margin lending transaction;
((12)) ‘reuse’ means the use by a receiving counterparty, in its own name and on its own account or on the account of another counterparty, including any natural person, of financial instruments received under a collateral arrangement, such use comprising transfer of title or exercise of a right of use in accordance with                    regulation 16 of the Financial Collateral Arrangements (No.2) Regulations 2003  but not including the liquidation of a financial instrument in the event of default of the providing counterparty;
((13)) ‘title transfer collateral arrangement’ means a title transfer financial collateral arrangement as defined in  regulation 3 of the Financial Collateral Arrangements (No.2) Regulations 2003  concluded between counterparties to secure any obligation;
((14)) ‘security collateral arrangement’ means a security financial collateral arrangement as defined in  regulation 3 of the Financial Collateral Arrangements (No.2) Regulations 2003  concluded between counterparties to secure any obligation;
((15)) ‘collateral arrangement’ means a title transfer collateral arrangement and security collateral arrangement;
((16)) ‘financial instrument’ means a financial instrument as defined in  regulation 2(1) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017/701;
((17)) ‘commodity’ means a commodity as defined in point (1) of Article 2 of Commission Regulation (EC) No 1287/2006;
((18)) ‘total return swap’ means a derivative contract as defined in point (7) of Article 2 of Regulation (EU) No 648/2012 in which one counterparty transfers the total economic performance, including income from interest and fees, gains and losses from price movements, and credit losses, of a reference obligation to another counterparty;
((19)) “AIF” has the meaning given in the definition in regulation 3 of the Alternative Investment Fund Managers Regulations 2013;
((20)) “Capital Requirements Regulation” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) 648/2012;
((21)) “CCP” has the meaning given in Article 2(1) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;
((22)) “CRR firm” has the meaning given in Article 4.1(2A) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26th June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012;
((23)) “FCA” means the Financial Conduct Authority;
((24)) “the FSMA” means the Financial Services and Markets Act 2000;
((25)) “insurance undertaking” and  “reinsurance undertaking” have the meanings given in section 417(1)  of the FSMA;
((26)) “investment firm” has the meaning given in Article 2(1A)  of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;
((27)) “management company” and  “the operator” have the meanings given in section 237(2)  of the FSMA;
((28)) “MIFIR” means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) 648/2012;
((29)) “open ended investment company” has the meaning given by section 236 of the FSMA;
((30)) any reference in this Regulation to a sourcebook is to a sourcebook in the Handbook of Rules and Guidance published by the FCA under FSMA as in force on  IP completion day;
((31)) “UCITS” has the meaning given in section 236A  of the FSMA;
((32)) “UK law in relation to collective investment undertakings” means the law of any part of the United Kingdom which was relied on by the United Kingdom immediately before  IP completion day to implement Directives 2009/65/EC and 2011/61/EU.
CHAPTER II
Article 4 

1. Counterparties to SFTs shall report the details of any SFT they have concluded, as well as any modification or termination thereof, to a trade repository registered in accordance with Article 5 or recognised in accordance with Article 19. Those details shall be reported no later than the working day following the conclusion, modification or termination of the transaction.The reporting obligation laid down in the first subparagraph shall apply to SFTs which:
(a) were concluded before the relevant date of application referred to in point (a) of Article 33(2) and remain outstanding on that date, if:
((i)) the remaining maturity of those SFTs on that date exceeds 180 days; or
((ii)) those SFTs have an open maturity and remain outstanding 180 days after that date;
(b) are concluded on or after the relevant date of application referred to in point (a) of Article 33(2).The SFTs referred to in point (a) of the second subparagraph shall be reported within 190 days of the relevant date of application referred to in point (a) of Article 33(2).
2. A counterparty which is subject to the reporting obligation may delegate the reporting of the details of SFTs.
3. Where a financial counterparty concludes an SFT with a non-financial counterparty which on its balance sheet dates does not exceed the limits of at least two of the three criteria laid down in Article 3(3) of Directive 2013/34/EU of the European Parliament and of the Council, the financial counterparty shall be responsible for reporting on behalf of both counterparties.Where a UCITS managed by a management company is the counterparty to SFTs, the management company shall be responsible for reporting on behalf of that UCITS.Where an AIF is the counterparty to SFTs, its AIFM shall be responsible for reporting on behalf of that AIF.
4. Counterparties shall keep a record of any SFT that they have concluded, modified or terminated for at least five years following the termination of the transaction.
5. Where a trade repository is not available to record the details of SFTs:
(a) except where the FCA has suspended the reporting obligation under point (b), counterparties shall ensure that such details are reported to the FCA. In this case the FCA shall ensure that all the relevant entities referred to in Article 12(2) have access to all the details of SFTs they need to fulfil their respective responsibilities and mandates;
(b) the FCA may, having:
(i) provided a report to the Treasury setting out its reasons for suspending the reporting obligation in point (a);
(ii) specified a date:(aa) on which the suspension of that obligation will end; and(bb) by which it anticipates counterparties will be able to report details of any SFTs as set out in paragraph 5a; and
(iii) consulted the Treasury and the Bank of England,
with the consent of the Treasury, suspend the reporting obligation in point (a) for a period of up to one year;
(c) the Treasury may by regulations amend point (b) so as to extend the period for the time being specified in that provision.
(5a.) Details of any SFTs that counterparties have concluded, and of any modification or termination of the SFT, that have not been reported to a trade repository in accordance with the reporting obligations in paragraph 1 during a period when the FCA has suspended the reporting obligation under paragraph (5)(b), must be reported by those counterparties to a trade repository following the end of the suspension of the reporting obligation by no later than the end of the period specified by the FCA for this purpose.
6. In respect of information received under this Article, trade repositories ... shall comply with the obligations set out in particular in Article 80 of Regulation (EU) No 648/2012. For the purposes of this Article, references in Article 80 of Regulation (EU) No 648/2012 to Article 9 thereof and to ‘derivative contracts’ shall be construed as references to this Article and to ‘SFTs’ respectively.
7. A counterparty that reports the details of an SFT to a trade repository or to the FCA, or an entity that reports such details on behalf of a counterparty shall not be considered to infringe any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.
8. No liability resulting from that disclosure shall lie with the reporting entity or its directors or employees.
9. In order to ensure consistent application of this Article and in order to ensure consistency with the reporting made under Article 9 of Regulation (EU) No 648/2012 and internationally agreed standards,  the Bank of England and the FCA shall make  regulatory technical standards specifying the details of the reports referred to in paragraphs 1 and 5 of this Article for the different types of SFTs that shall include at least:
(a) the parties to the SFT and, where different, the beneficiary of the rights and obligations arising therefrom;
(b) the principal amount; the currency; the assets used as collateral and their type, quality, and value; the method used to provide collateral; whether collateral is available for reuse; in cases where the collateral is distinguishable from other assets, whether it has been reused; any substitution of the collateral; the repurchase rate, lending fee or margin lending rate; any haircut; the value date; the maturity date; the first callable date; and the market segment;
(c) depending on the SFT, details of the following:
((i)) cash collateral reinvestment;
((ii)) securities or commodities being lent or borrowed.In making those technical standards the Bank of England and the FCA  shall take into account the technical specificities of pools of assets and shall provide for the possibility of reporting position level collateral data where appropriate.The Bank of England shall make the regulatory standards referred to in the first subparagraph which apply to CCPs and central securities depositories authorised in accordance with Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012. The FCA shall make the regulatory standards referred to in the first subparagraph which apply to other counterparties....
10. In order to ensure uniform conditions of application of paragraph 1 of this Article and, to the extent feasible, consistency with the reporting pursuant to Article 9 of Regulation (EU) No 648/2012 and harmonisation of formats between trade repositories,  the Bank of England and the FCA shall make  implementing technical standards specifying the format and frequency of the reports referred to in paragraphs 1 and 5 of this Article for the different types of SFTs.The format shall include, in particular:
(a) global legal entity identifiers (LEIs), or pre-LEIs until the global legal entity identifier system is fully implemented;
(b) international securities identification numbers (ISINs); and
(c) unique trade identifiers.The Bank of England shall make the implementing standards referred to in the first subparagraph which apply to CCPs and central securities depositories authorised in accordance with Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012. The FCA shall make the implementing standards referred to in the first subparagraph which apply to other counterparties.In making those technical standards, the Bank of England and the FCA  shall take into account international developments and standards agreed at   national
                           or global level....
CHAPTER III
Article 5 

1. A trade repository shall register with  the FCA  for the purposes of Article 4 under the conditions and the procedure set out in this Article.
2. To be eligible to be registered under this Article, a trade repository shall be a legal person established in the  United Kingdom, apply procedures to verify the completeness and correctness of the details reported to it under Article 4(1), and meet the requirements laid down in Articles 78, 79 and 80 of Regulation (EU) No 648/2012. For the purposes of this Article, references in Articles 78 and 80 of Regulation (EU) No 648/2012 to Article 9 thereof shall be construed as references to Article 4 of this Regulation.
3. The registration of a trade repository shall be effective for the entire territory of the United Kingdom.
4. A registered trade repository shall comply at all times with the conditions for registration. A trade repository shall, without undue delay, notify the FCA of any material changes to the conditions for registration.
5. A trade repository shall submit to the FCA either of the following:
(a) an application for registration;
(b) an application for an extension of registration for the purposes of Article 4 of this Regulation in the case of a trade repository already registered under Title VI, Chapter 1 of Regulation (EU) No 648/2012.
6. The FCA shall assess whether the application is complete within 20 working days of receipt of the application.Where the application is not complete, the FCA shall set a deadline by which the trade repository is to provide additional information.After assessing an application as complete, the FCA shall notify the trade repository accordingly.
7. In order to ensure consistent application of this Article,  the FCA may make  technical standards specifying the details of all of the following:
(a) the procedures referred to in paragraph 2 of this Article and which are to be applied by trade repositories in order to verify the completeness and correctness of the details reported to them under Article 4(1);
(b) the application for registration referred to in point (a) of paragraph 5;
(c) a simplified application for an extension of registration referred to in point (b) of paragraph 5 in order to avoid duplicate requirements....
8. In order to ensure uniform conditions of application of paragraphs 1 and 2,  the FCA may make  technical standards specifying the format of both of the following:
(a) the application for registration referred to in point (a) of paragraph 5;
(b) the application for an extension of registration referred to in point (b) of paragraph 5.With regard to point (b) of the first subparagraph, the FCA shall develop a simplified format to avoid duplicate procedures....
Article 6 
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Article 7 

1. The FCA shall, within 40 working days of the notification referred to in Article 5(6), examine the application for registration, or for an extension of registration, based on the compliance of the trade repository with this Chapter and shall adopt a fully reasoned decision accepting or refusing registration or an extension of registration.
2. A decision issued by the FCA pursuant to paragraph 1 shall take effect on the fifth working day following its adoption.
Article 8 

1. Where the FCA adopts a decision as referred to in Article 7(1) or withdraws the registration as referred to in Article 10(1), it shall notify the trade repository within five working days with a fully reasoned explanation for its decision....
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. The FCA shall publish on its website a list of trade repositories registered in accordance with this Regulation. That list shall be updated within five working days of the adoption of a decision under paragraph 1.
Article 9 
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Article 10 

1. The FCA may, on its own initiative, withdraw the registration of a trade repository where the trade repository:
(a) expressly renounces the registration or has provided no services for the preceding six months;
(b) obtained the registration by making false statements or by any other irregular means; or
(c) no longer meets the conditions for registration.
2. The FCA may also, on its own initiative, withdraw the registration of a trade repository where it is desirable to do so to advance one or more of its operational objectives set out in section 1B(3) of the FSMA.
3. The FCA may, on an application by a trade repository, withdraw the registration of the trade repository.
4. A decision to withdraw the registration of a trade repository under paragraphs 1, 2 or 3 shall be reflected in the Register.
Article 10a 

(1.) The FCA must publish on its website a list of trade repositories registered in accordance with Article 7 (“the Register”).
(2.) On the adoption of a decision under Article 7 or 10, the FCA must notify its decision to the trade repository concerned.
(3.) A refusal of an application to register under Article 7 comes into effect on the fifth working day following its adoption.
(4.) A withdrawal of registration under Article 10 takes effect:
(a) immediately upon the adoption of the decision if the notice states that is the case;
(b) on such date as may be specified in that notice; or
(c) if no date is specified in the notice, when the matter to which the notice relates is no longer open to review.
(5.) A decision to withdraw registration on the FCA's own initiative under paragraph 1 or 2 of Article 10 may be expressed to take effect immediately (or on a specified date) only if the FCA, having regard to the ground on which it is exercising its power reasonably considers that it is necessary for the withdrawal or direction to take effect immediately (or on that date).
(6.) If the decision referred to in paragraph 2 is:
(a) to refuse the application for registration made under Article 5
(b) to exercise the FCA's power under paragraph 1 or 2 of Article 10 to withdraw the registration of the trade repository on the FCA's own initiative; or
(c) to refuse an application made by a trade repository under paragraph 3 of Article 10 to withdraw the registration of the trade repository,the FCA must give the trade repository a written notice.
(7.) A written notice under paragraph 6 must:
(a) give details of the decision made by the FCA;
(b) state the FCA's reasons for the decision;
(c) state when the decision takes effect; and
(d) inform the trade repository that it may either:
(i) request a review of the decision by the FCA, and make written representations for the purpose of the review, within such period as may be specified in the notice; or
(ii) refer the matter to the Upper Tribunal (“the Tribunal”) within such period as may be specified in the notice; and
(e) indicate the procedure on a reference to the Tribunal.
(8.) If the trade repository requests a review of the decision made by the FCA (“the original decision”) the FCA must consider any written representations made by the trade repository and review the original decision.
(9.) On a review under paragraph 8, the FCA may make any decision (“the new decision”) it could have made on the application.
(10.) The FCA must give the trade repository written notice of its decision on the review.
(11.) This paragraph applies to a decision—
(a) to maintain a decision to refuse an application for registration, made under Article 7;
(b) to refuse to revoke a decision made under paragraph 1 or 2 of Article 10 to withdraw the registration of the trade repository on the FCA's own initiative; or
(c) to maintain a decision to refuse an application from a trade repository under paragraph 3 of Article 71 to withdraw the registration of the trade repository.
(12.) A written notice in relation to a decision to which paragraph 11 applies must:
(a) give details of the new decision made by the FCA;
(b) state the FCA's reasons for the new decision;
(c) state whether the decision takes effect immediately or on such date as may be specified in the notice;
(d) inform the trade repository that it may, within such period as may be specified in the notice, refer the new decision to the Tribunal; and
(e) indicate the procedure on a reference to the Tribunal.
Article 10b 

(1.) A trade repository may, subject to paragraph 2, refer to the Tribunal the FCA's decision to:
(a) refuse to register the trade repository under Article 7;
(b) exercise its power under paragraph 1 or 2 of Article 10 to withdraw the registration of a trade repository; or
(c) refuse the trade repository's application under paragraph 3 of Article 10 to withdraw its registration.
(2.) Where there is a review under paragraph 8 of Article 10a, paragraph 1 applies only in relation to the FCA's decision in response to that review.
Article 11 

1. The FCA shall charge the trade repositories fees in accordance with this Regulation and in accordance with the  statutory instruments  adopted pursuant to paragraph 2 of this Article. Those fees shall be proportionate to the turnover of the trade repository concerned and fully cover the FCA’s necessary expenditure relating to the registration, recognition and supervision of trade repositories ....Where a trade repository has already been registered under Title VI, Chapter 1, of Regulation (EU) No 648/2012, the fees referred to in the first subparagraph of this paragraph shall only be adjusted to reflect additional necessary expenditure and costs relating to the registration, recognition and supervision of trade repositories pursuant to this Regulation.
2. The Treasury may, by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament,  specify further the type of fees, the matters for which fees are due, the amount of the fees and the manner in which they are to be paid.
Article 12 

1. A trade repository shall regularly, and in an easily accessible way, publish aggregate positions by type of SFTs reported to it.
2. A trade repository shall collect and maintain the details of SFTs and shall ensure that the following entities have direct and immediate access to these details to enable them to fulfil their respective responsibilities and mandates:
(a) the FCA;
(b) the Prudential Regulation Authority;
(c) the Pensions Regulator;
(d) the Bank of England;
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(g) the relevant authorities of a third country in respect of which the regulations pursuant to Article 19(1) have been prescribed by the Treasury;
(e) the Panel on Takeovers and Mergers;
(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(k) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(l) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(m) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. In order to ensure consistent application of this Article, the FCA shall, ... taking into account the needs of the entities referred to in paragraph 2,  make  technical standards specifying:
(a) the frequency and the details of the aggregate positions referred to in paragraph 1 and the details of SFTs referred to in paragraph 2;
(b) the operational standards required, to allow the timely, structured and comprehensive:
((i)) collection of data by trade repositories;
((ii)) aggregation and comparison of data across repositories;
(c) the details of the information to which the entities referred to in paragraph 2 are to have access, taking into account their mandate and their specific needs;
(d) the terms and conditions under which the entities referred to in paragraph 2 are to have direct and immediate access to data held in trade repositories.Those ... technical standards shall ensure that the information published under paragraph 1 does not enable the identification of a party to any SFT....
CHAPTER IV
Article 13 

1. UCITS management companies, UCITS investment companies, and AIFMs shall inform investors on the use they make of SFTs and total return swaps in the following manner:
(a) for UCITS management companies or UCITS investment companies in the half-yearly and annual reports referred to in  section 4.5.3 of the Collective Investment Schemes sourcebook;
(b) for AIFMs in the annual report referred to in  section 3.3 of the Investment Funds sourcebook.
2. The information on SFTs and total return swaps shall include the data provided for in Section A of the Annex.
3. In order to ensure uniform disclosure of data but also to take account of the specificities of different types of SFTs and total return swaps,  the FCA  may, taking into account the requirements laid down in  the UK law in relation to collective investment undertakings  as well as evolving market practices,  make  technical standards further specifying the content of Section A of the Annex....
Article 14 

1. The UCITS prospectus referred to in  section 4.2.2 of the Collective Investment Schemes sourcebook, and the disclosure by AIFMs to investors referred to in  section 3.2.2 of the Investment Funds sourcebook  shall specify the SFT and total return swaps which UCITS management companies or UCITS investment companies, and AIFMs respectively, are authorised to use and include a clear statement that those transactions and instruments are used.
2. The prospectus and the disclosure to investors referred to in paragraph 1 shall include the data provided for in Section B of the Annex.
3. In order to reflect evolving market practices or to ensure uniform disclosure of data, the FCA may, taking into account the requirements laid down in  the UK law in relation to collective investment undertakings, make
                      technical standards further specifying the content of Section B of the Annex.In preparing the draft regulatory technical standards referred to in the first subparagraph, the FCA shall take into account the need to allow for a sufficient time before their application....
CHAPTER V
Article 15 

1. Any right of counterparties to reuse financial instruments received as collateral shall be subject to at least both of the following conditions:
(a) the providing counterparty has been duly informed in writing by the receiving counterparty of the risks and consequences that may be involved in one of the following:
((i)) granting consent to a right of use of collateral provided under a security collateral arrangement in accordance with  regulation 16 of the Financial Collateral Arrangements (No.2) Regulations 2003;
((ii)) concluding a title transfer collateral arrangement;
(b) the providing counterparty has granted its prior express consent, as evidenced by a signature, in writing or in a legally equivalent manner, of the providing counterparty to a security collateral arrangement, the terms of which provide a right of use in accordance with Article 5 of Directive 2002/47/EC, or has expressly agreed to provide collateral by way of a title transfer collateral arrangement.With regard to point (a) of the first subparagraph, the providing counterparty shall at least be informed in writing of the risks and consequences that may arise in the event of the default of the receiving counterparty.
2. Any exercise by counterparties of their right to reuse shall be subject to at least both of the following conditions:
(a) reuse is undertaken in accordance with the terms specified in the collateral arrangement referred to in point (b) of paragraph 1;
(b) the financial instruments received under a collateral arrangement are transferred from the account of the providing counterparty.By way of derogation from point (b) of the first subparagraph, where a counterparty to a collateral arrangement is established in a third country and the account of the counterparty providing the collateral is maintained in and subject to the law of a third country, the reuse shall be evidenced either by a transfer from the account of the providing counterparty or by other appropriate means.
3. This Article is without prejudice to ... national law that aims to ensure a higher level of protection for providing counterparties.
4. This Article shall not affect national law concerning the validity or effect of a transaction.
CHAPTER VI
Article 16 
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Article 17 
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Article 18 

1. Any confidential information received, exchanged or transmitted pursuant to this Regulation shall be subject to the conditions of professional secrecy laid down in paragraphs 2 and 3.
2. The obligation of professional secrecy shall apply to all persons who work or have worked for the entities referred to in Article 12(2) ..., or for auditors and experts instructed by the  FCA. No confidential information that   those persons receive in the course of their duties   shall be divulged to any person or authority, except in summary or aggregate form such that an individual counterparty, trade repository or any other person cannot be identified, without prejudice to national criminal or tax law or to this Regulation.
3. Without prejudice to  the law applying in any part of the United Kingdom,  where the competent authorities receive 
                      confidential information pursuant to this Regulation they  may use it only in the performance of   their duties and for the exercise of their functions, within the scope of this Regulation or, in the case of other authorities, bodies or natural or legal persons, for the purpose for which such information was provided to them or in the context of administrative or judicial proceedings specifically relating to the exercise of those functions, or both. Where   the competent authorities   or another authority, body or person communicating information consents thereto, the authority receiving the information may use it for other non-commercial purposes.
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5. Paragraphs 1, 2 and 3 shall not prevent the competent authorities from exchanging or transmitting confidential information in accordance with any provision of the law applying in any part of the United Kingdom.
CHAPTER VII
Article 19 

1. The Treasury  may  make provision, by regulations,  determining that the legal and supervisory arrangements of a third country ensure that:
(a) trade repositories authorised in that third country comply with legally binding requirements which are equivalent to those laid down in this Regulation including compliance with the requirements to give direct and immediate access to the data to the entities referred to in Article 12(2);
(b) effective supervision of trade repositories and effective enforcement of their obligations takes place in that third country on an ongoing basis;
(c) guarantees of professional secrecy exist, including the protection of business secrets shared with third parties by the authorities, and those guarantees are at least equivalent to those laid down in this Regulation; and
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .The implementing act referred to in the first subparagraph shall also specify the relevant third-country authorities that are entitled to access the data on SFTs held in trade repositories established in the  United Kingdom.Regulations made under this paragraph must also specify the relevant authorities in third countries which are entitled to access the data on SFTs held in trade repositories established in the United Kingdom.
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. A trade repository established in a third country may provide its services and activities to entities established in the United Kingdom for the purposes of Article 4 only after its recognition by  the FCA  in accordance with the requirements laid down in paragraph 4 of this Article.
4. A trade repository referred to in paragraph 3 shall submit to the FCA either of the following:
(a) an application for recognition;
(b) an application for extension of the registration for the purposes of Article 4 of this Regulation in the case of a trade repository already recognised in accordance with Regulation (EU) No 648/2012.
5. An application as referred to in paragraph 4 shall be accompanied by all necessary information, including at least the information necessary to verify that the trade repository is authorised and subject to effective supervision in a third country which satisfies all of the following criteria:
(a) the Treasury  has determined, by means of  regulations  pursuant to paragraph 1, that the third country has an equivalent and enforceable regulatory and supervisory framework;
(b) the relevant authorities of the third country have entered into cooperation arrangements with the FCA specifying at least:
((i)) a mechanism for the exchange of information between the FCA... on the one hand and the relevant competent authorities of the third country concerned on the other; and
((ii)) procedures concerning the coordination of supervisory activities....
6. Within 30 working days of receipt of the application, the FCA shall assess whether the application is complete. If the FCA determines that the application is not complete, it shall set a deadline by which the applicant trade repository is to provide additional information.
7. Within 180 working days of the submission of a complete application, the FCA shall inform the applicant trade repository in writing with a fully reasoned explanation whether the recognition has been granted or refused.
8. The FCA shall publish on its website a list of the trade repositories recognised in accordance with this Article.
Article 20 
The FCA may conclude cooperation arrangements with relevant authorities of third countries that need to fulfil their respective responsibilities and mandates regarding mutual exchange of information on SFTs made available to the FCA by United Kingdom trade repositories in accordance with Article 12(2) and on SFT data collected and maintained by third-country authorities, provided that guarantees of professional secrecy exist, including with regard to the protection of business secrets shared by the authorities with third parties.
Article 21 

1. The Treasury
                  may  by regulations make provision  determining that the legal, supervisory and enforcement arrangements of a third country:
(a) are equivalent to the requirements laid down in Article 4;
(b) ensure protection of professional secrecy equivalent to that laid down in this Regulation;
(c) are being effectively applied and enforced in an equitable and non-distortive manner in order to ensure effective supervision and enforcement in that third country; and
(d) ensure that the entities referred to in Article 12(2) have either direct access to the details on SFT data pursuant to Article 19(1) or indirect access to the details on SFTs pursuant to Article 20.
2. Where  the Treasury  has  made regulations  on equivalence with regard to a third country, as referred to in paragraph 1 of this Article, counterparties entering into a transaction subject to this Regulation shall be deemed to have fulfilled the requirements laid down in Article 4 where at least one of the counterparties is established in that third country and the counterparties have complied with the relevant obligations of that third country in relation to that transaction.......
CHAPTER VIII
Article 22 

1. Any power to make regulations conferred on the Treasury by this Regulation, is exercisable by statutory instrument.
2. Such regulations may:
(a) contain incidental, supplemental, consequential and transitional provision, and
(b) may make different provision for different purposes.
3. A statutory instrument containing regulations made under this Regulation is subject to annulment in pursuance of a resolution in either House of Parliament.
Article 23 
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Article 24 
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Article 25 
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Article 26 
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Article 27 
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Article 28 
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CHAPTER IX
Article 29 
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CHAPTER X
Article 30 
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Article 31 
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Article 32 
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Article 33 
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...Done at Strasbourg, 25 November 2015.
For the European Parliament
The President
M. SCHULZ
For the Council
The President
N. SCHMIT
ANNEX
Section A –

— The amount of securities and commodities on loan as a proportion of total lendable assets defined as excluding cash and cash equivalents;
— The amount of assets engaged in each type of SFTs and total return swaps expressed as an absolute amount (in the collective investment undertaking’s currency) and as a proportion of the collective investment undertaking’s assets under management (AUM).


— Ten largest collateral issuers across all SFTs and total return swaps (break down of volumes of the collateral securities and commodities received per issuer’s name);
— Top 10 counterparties of each type of SFTs and total return swaps separately (Name of counterparty and gross volume of outstanding transactions).


— Type and quality of collateral;
— Maturity tenor of the collateral broken down in the following maturity buckets: less than one day, one day to one week, one week to one month, one to three months, three months to one year, above one year, open maturity;
— Currency of the collateral;
— Maturity tenor of the SFTs and total return swaps broken down in the following maturity buckets: less than one day, one day to one week, one week to one month, one to three months, three months to one year, above one year, open transactions;
— Country in which the counterparties are established;
— Settlement and clearing (e.g., tri-party, Central Counterparty, bilateral).


— Share of collateral received that is reused, compared to the maximum amount specified in the prospectus or in the disclosure to investors;
— Cash collateral reinvestment returns to the collective investment undertaking.

Number and names of custodians and the amount of collateral assets safe-kept by each of the custodians

The proportion of collateral held in segregated accounts or in pooled accounts, or in any other accounts

Data on return and cost for each type of SFTs and total return swaps broken down between the collective investment undertaking, the manager of the collective investment undertaking and third parties (e.g. agent lender) in absolute terms and as a percentage of overall returns generated by that type of SFTs and total return swaps

Section B –

— General description of the SFTs and total return swaps used by the collective investment undertaking and the rationale for their use.
— Overall data to be reported for each type of SFTs and total return swaps
— Types of assets that can be subject to them
— Maximum proportion of AUM that can be subject to them
— Expected proportion of AUM that will be subject to each of them.
— Criteria used to select counterparties (including legal status, country of origin, minimum credit rating).
— Acceptable collateral: description of acceptable collateral with regard to asset types, issuer, maturity, liquidity as well as the collateral diversification and correlation policies.
— Collateral valuation: description of the collateral valuation methodology used and its rationale, and whether daily mark-to-market and daily variation margins are used.
— Risk management: description of the risks linked to SFTs and total return swaps as well as risks linked to collateral management, such as operational, liquidity, counterparty, custody and legal risks and, where applicable, the risks arising from its reuse.
— Specification of how assets subject to SFTs and total return swaps and collateral received are safe-kept (e.g. with fund custodian).
— Specification of any restrictions (regulatory or self-imposed) on reuse of collateral.
— Policy on sharing of return generated by SFTs and total return swaps: description of the proportions of the revenue generated by SFTs and total return swaps that is returned to the collective investment undertaking, and of the costs and fees assigned to the manager or third parties (e.g. the agent lender). The prospectus or disclosure to investors shall also indicate if these are related parties to the manager.
