[Federal Register Volume 76, Number 171 (Friday, September 2, 2011)]
[Notices]
[Pages 54824-54827]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-22490]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65213; File No. SR-FICC-2011-05]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Order Approving Proposed Rule Change To Amend the Rules Regarding the 
GCF Repo Service To Adopt Changes Recommended by the Tri-Party Repo 
Infrastructure Reform Task Force

August 29, 2011.

I. Introduction

    On July 12, 2011, the Fixed Income Clearing Corporation (``FICC'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change SR-FICC-2011-05 pursuant to Section 19(b)(1) of 
the Securities Exchange Act of 1934 (``Act'').\1\ The proposed rule 
change was published for comment in the Federal Register on July 29, 
2011.\2\ The Commission received no comment letters. For the reasons 
discussed below, the Commission is granting approval of the proposed 
rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ Securities Exchange Act Release No. 34-64955 (July 25, 
2011), 76 FR 45638 (July 29, 2011).
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II. Description

    This rule change will make certain changes to its GCF Repo[supreg] 
\3\ service in order to comply with the recommendations made by the 
Tri-Party Repo Infrastructure Reform Task Force (``TPR''), an industry 
group formed and sponsored by the Federal Reserve Bank of New York.\4\ 
Because the GCF Repo service operates as a tri-party repo mechanism, 
FICC is incorporating changes to the GCF Repo service to align the 
service with the other TPR recommended changes for the overall tri-
party repo market.
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    \3\ GCF Repo is a registered trademark of FICC/DTCC.
    \4\ The main purpose of the TPR is to develop recommendations to 
address the risk presented by tri-party repo transactions due to the 
current morning reversal or ``unwind'' process and to move to a 
process by which tri-party repo transactions are collateralized all 
day. Currently, tri-party repo transactions unwind in the morning 
between 7 a.m. and 8 a.m. E.S.T. The GSD Schedule of GCF Timeframes 
provides that the unwind of GCF Repo transactions (both overnight 
and term) must be accomplished by 7:30 a.m. The TPR has mandated 
that the collateral used in tri-party repo and GCF Repo transactions 
be ``locked up'' until 3:30 p.m. E.S.T. This would serve to reduce 
the intraday exposure to the dealers that the clearing banks 
currently face with the start of daily unwind.
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    FICC will initially implement the changes described herein in a 
pilot program (``Pilot Program''). FICC will run the Pilot Program for 
one year starting from the date of this Commission approval. If FICC 
wishes to extend the Pilot Program or to implement the changes in the 
Pilot Program permanently, FICC shall submit a proposed rule change 
filing to the Commission for that purpose.

A. Background: Description of the GCF Repo Service and History

(1) Creation of the GCF Repo Service
    The GCF Repo service allows GSD dealer members to trade general 
collateral repos \5\ throughout the day without requiring intra-day, 
trade-for-trade settlement on a delivery-versus-payment (DVP) basis. 
The service allows the dealers to trade such general collateral repos, 
based on rate and term, throughout the day with inter-dealer broker 
netting members on a blind basis. Standardized, generic CUSIP numbers 
have been established exclusively for GCF Repo processing and are used 
to specify the acceptable type of underlying Fedwire book-entry 
eligible collateral, which includes Treasuries,

[[Page 54825]]

Agencies and certain mortgage-backed securities.\6\
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    \5\ A general collateral repo is a repo in which the underlying 
securities collateral is nonspecific, general collateral whose 
identification is at the option of the seller. This is in contrast 
to a specific collateral repo.
    \6\ In 2009, the Commission approved FICC rule filing 2009-04 to 
add debt securities issued under the Debt Guaranty Program component 
of the Federal Deposit Insurance Corporation's (the ``FDIC's'') 
Temporary Liquidity Guarantee Program (the ``TLGP'') to the GCF Repo 
service. See Securities Exchange Act Release No. 34-58696 
(September, 30, 2008), 73 FR 58698 (October 7, 2008). The TLGP, one 
of the steps taken by the U.S. Government to stabilize the credit 
markets and stimulate lending, was designed to allow banks to issue 
FDIC-insured debt, ensuring that the banks would be able to roll 
over any debt coming due in the coming months. The guarantee 
consists of timely payment of principal and interest. The expiration 
of the FDIC's guarantee is the earlier of either the maturity date 
of the issued debt or June 2012.
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    The GCF Repo service was developed as part of a collaborative 
effort among the Government Securities Clearing Corporation (``GSCC'') 
(FICC's predecessor), its two clearing banks (The Bank of New York 
Mellon (``BNY'') and JPMorgan Chase Bank, National Association 
(``Chase'')), and industry representatives. GSCC introduced the GCF 
Repo service on an intra-clearing bank basis in 1998.\7\ Under the 
intrabank service, dealers could only engage in GCF Repo transactions 
with other dealers that cleared at the same clearing bank.
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    \7\ See Securities Exchange Act Release No. 34-40623 (October 
30, 1998), 63 FR 59831 (November 5, 1998).
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(2) Creation of the Interbank Version of the GCF Repo Service
    In 1999, GSCC expanded the GCF Repo service to permit dealer 
participants to engage in GCF Repo trading on an interbank basis, 
meaning that dealers using different clearing banks could enter into 
GCF Repo transactions (on a blind brokered basis).\8\ Because dealer 
members that participate in the GCF Repo service do not all clear at 
the same clearing bank, introducing the service as an interbank service 
necessitated the establishment of a mechanism to permit after-hours 
movements of securities between the two clearing banks to deal with the 
fact that GSCC would likely have unbalanced net GCF securities and cash 
positions within each clearing bank (that is, it is likely that at the 
end of GCF Repo processing each business day, the dealers in one 
clearing bank will be net funds borrowers, while the dealers at the 
other clearing bank will be net funds lenders). To address this issue, 
GSCC and its clearing banks established, and the Commission approved, a 
legal mechanism by which securities would ``move'' across the clearing 
banks without the use of the Fedwire Securities Service (``Fedwire 
Securities'').\9\ (Movements of cash do not present the same issue 
because the Fedwire Funds Service (``Fedwire Funds'') is open later 
than Fedwire Securities). Therefore, at the end of the day, after the 
GCF net results are produced, securities are pledged via a tri-party-
like mechanism and the interbank cash component is moved via Fedwire 
Funds. In the morning, the pledges are unwound; that is, funds are 
returned to the net funds lenders and securities are returned to the 
net funds borrowers.
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    \8\ See Securities Exchange Act Release No. 34-41303 (April 16, 
1999), 64 FR 20346 (April 26, 1999).
    \9\ See Id. for a detailed description of the clearing bank and 
FICC accounts needed to effect the after-hour movement of 
securities.
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(3) Issues With Morning Unwind Process
    In 2003, FICC shifted the GCF Repo service back to intrabank status 
only.\10\ By that time, the service had grown significantly in 
participation and volume. However, with the increase in use of the 
interbank service, certain payments systems risk issues arose from the 
interbank funds settlements related to the service, namely, the large 
interbank funds movement in the morning. FICC shifted the service back 
to intrabank status to enable management to study the issues presented 
and identify a satisfactory solution for bringing the service back to 
interbank status.
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    \10\ See Securities Exchange Act Release No. 34-48006 (June 10, 
2003), 68 FR 35745 (June 16, 2003).
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(4) The NFE Filing and Restoration of Service to Interbank Status
    In 2007, FICC submitted to the Commission a proposed rule change to 
address the issues raised by the interbank morning funds movement and 
return the GCF Repo service to interbank status (``2007 NFE 
Filing'').\11\ The 2007 NFE Filing addressed these issues by using a 
hold against a dealer's ``net free equity'' (``NFE'') at the clearing 
bank to collateralize its GCF Repo cash obligation to FICC on an 
intraday basis.\12\
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    \11\ See Securities Exchange Act Release No. 34-57652 (April 11, 
2008), 73 FR 20999 (April 17, 2008).
    \12\ NFE is a methodology that clearing banks use to determine 
whether an account holder (such as a dealer) has sufficient 
collateral to enter into a specific transaction. NFE allows the 
clearing bank to place a limit on its customer's activity by 
calculating a value on the customer's balances at the bank. Bank 
customers have the ability to monitor their NFE balance throughout 
the day.
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    The 2007 NFE Filing replaced the Day 2 morning unwind process with 
an alternate process, which is currently in effect. Specifically, in 
lieu of making funds payments, the interbank dealers grant to FICC a 
security interest in their NFE-related collateral equal to their 
prorated share of the total interbank funds amount. FICC, in turn, 
grants to the other clearing bank (that was due to receive the funds) a 
security interest in the NFE-related collateral to support the debit in 
the FICC account at the clearing bank. The debit in the FICC account 
occurs because the dealers who are due to receive funds in the morning 
must receive those funds at that time in return for their release of 
collateral. The debit in the FICC account at the clearing bank gets 
satisfied during the end of day GCF Repo settlement process. 
Specifically, that day's new activity yields a new interbank funds 
amount that will move at end of day--however, this amount gets netted 
with the amount that would have been due in the morning, thus further 
reducing the interbank funds movement. The NFE holds are released when 
the interbank funds movement is made at end of day. The 2007 NFE Filing 
did not involve any changes to the after-hours movement of securities 
occurring at the end of the day on Day 1.
    As part of the 2007 NFE Filing, FICC imposed certain additional 
risk management measures with respect to the GCF Repo service. First, 
FICC imposed a collateral premium (``GCF Premium Charge'') on the GCF 
Repo portion of the Clearing Fund deposits of all GCF participants to 
further protect FICC in the event of an intra-day default of a GCF Repo 
participant. FICC requires GCF Repo participants to submit a quarterly 
``snapshot'' of their holdings by asset type to enable risk management 
staff to determine the appropriate GCF Premium Charge. As with all 
other instances of late submissions of required information, members 
who do not submit this required information by the deadlines 
established by FICC are subject to a fine and an increased Clearing 
Fund premium.
    Second, the 2007 NFE Filing addressed the situation where FICC 
becomes concerned about the volume of interbank GCF Repo activity. Such 
a concern might arise, for example, if market events were to cause 
dealers to turn to the GCF Repo service for increased funding at levels 
beyond normal processing. The 2007 NFE Filing provides FICC with the 
discretion to institute risk mitigation and appropriate disincentive 
measures in order to bring GCF Repo levels to a comfortable level from 
a risk management perspective.\13\
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    \13\ Specifically, the 2007 NFE Filing introduced the term ``GCF 
Repo Event,'' which will be declared by FICC if either of the 
following occurs: (i) The GCF interbank funds amount exceeds five 
times the average interbank funds amount over the previous ninety 
days for three consecutive days; or (ii) the GCF interbank funds 
amount exceeds fifty percent of the amount of GCF Repo collateral 
pledged for three consecutive days. FICC reviews these figures on a 
semi-annual basis to determine whether they remain adequate. FICC 
also has the right to declare a GCF Repo Event in any other 
circumstances where it is concerned about GCF Repo volumes and 
believes it is necessary to declare a GCF Repo Event in order to 
protect itself and its members. FICC will inform its members about 
the declaration of the GCF Repo Event via important notice. FICC 
will also inform the Commission about the declaration of the GCF 
Repo Event.

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[[Page 54826]]

B. Changes to the GCF Repo Service To Implement the TPR's 
Recommendations

    FICC is adopting the following rule changes with respect to the GCF 
Repo service to address the TPR's Recommendations:
    (1)(a) To move the Day 2 unwind from 7:30 a.m. to 3:30 p.m.; (b) to 
move the NFE process \14\ from morning to a time established by FICC as 
announced by notice to all members; \15\ (c) to move the cut-off time 
of GCF Repo submissions from 3:35 p.m. to 3 p.m.; and (d) to move the 
cut-off time for dealer affirmation or disaffirmation from 3:45 p.m. to 
3 p.m.; and
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    \14\ No other changes are being made to the NFE process that was 
in place by the 2007 NFE Filing; the risk management measures that 
were put in place by the 2007 NFE Filing remain in place.
    \15\ The time range initially is between 8 a.m. and 1 p.m.
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    (2) To establish rules for intraday GCF Repo collateral 
substitutions.\16\
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    \16\ Only cash substitutions will be permitted for interbank GCF 
Repo transactions, as discussed in more detail below.
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(1) Change Regarding the Morning Unwind and Related Rule Changes
    The TPR has recommended that the Day 2 unwind for all tri-party 
transactions are moved from the morning to 3:30 p.m. The TPR has made 
this recommendation in order to reduce the clearing banks' intraday 
exposure to the dealers. As previously stated, because the GCF Repo 
service is essentially a tri-party repo mechanism, FICC has also been 
requested by the TPR to accommodate this time change. For the GSD 
rules, this necessitates a change to the GSD's ``Schedule of GCF 
Timeframes'' (``Schedule''). Specifically, the 7:30 a.m. time in the 
Schedule is deleted and the language therein is moved to a new time of 
3:30 p.m.
    The change to the time of the intrabank unwind also necessitates a 
change to the cut-off time for GCF Repo trade submissions, which is 
currently 3:35 p.m. in the Schedule. FICC is amending the Schedule to 
change the cut-off time to 3:00 p.m. to allow FICC to submit files to 
the clearing banks which, in turn, will provide files to the dealers by 
3:30 p.m. As a result, dealers should have a complete picture of their 
positions as the unwind occurs at 3:30 p.m. The 3:45 p.m. cutoff for 
dealer affirmation or disaffirmation is moved to 3 p.m. so that the new 
3 p.m. cutoff for submissions is also the cutoff for dealer 
affirmations and disaffirmations.\17\
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    \17\ This change updates the current Schedule to provide that 
the cutoff for submissions and dealer affirmations/disaffirmations 
is at the same time, which is consistent with. current practice.
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    Because the Day 2 unwind is moving from the morning to 3:30 p.m. 
and because the NFE process established by the 2007 NFE Filing is tied 
to the moment of the interbank unwind, the NFE process will also move 
to the time established by FICC as announced by notice to all members. 
This range will be between 8 a.m. and 1 p.m. Because the NFE process is 
a legal process and not an operational process, it is not reflected on 
the Schedule. FICC is deleting the reference to the ``morning'' 
timeframe on Day 2 with respect to the NFE process in Section 3 of Rule 
20 and adding language referencing ``at the time established by the 
Corporation.''
(2) Change Regarding Intraday GCF Repo Securities Collateral 
Substitutions
    As a result of the time change of the unwind (i.e., the reversal on 
Day 2 of collateral allocations established by FICC for each netting 
member's GCF net funds borrower positions and GCF net funds lender 
positions on Day 1 to 3:30 p.m., the provider of GCF Repo securities 
collateral in a GCF Repo transaction on Day 1 will no longer have 
access to such securities at the beginning of Day 2. Therefore, during 
Day 2 prior to the unwind of the Day 1 collateral allocations, the 
provider of GCF Repo securities collateral needs a substitution 
mechanism for the return of its posted GCF Repo securities collateral 
in order to utilize such securities in its business activities. FICC is 
establishing a substitution process for this purpose in conjunction 
with its clearing banks. The language for the substitution mechanism is 
being added to Section 3 of GSD Rule 20. The rule change provides that 
all requests for substitution for the GCF Repo securities collateral 
must be submitted by the provider of the GCF Repo securities collateral 
by the applicable deadline on Day 2 (``Substitution Deadline'').\18\
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    \18\ FICC will establish such deadline prior to the 
implementation of the changes to this service in conjunction with 
the clearing banks and the Federal Reserve in light of market 
circumstances. The initial substitution deadline is anticipated to 
be 1 p.m.; however, this will be finalized with the Federal Reserve 
and the clearing banks. The time range will be between 8 a.m. and 1 
p.m. FICC will provide members advanced notice of the substitution 
deadline and any future changes thereto by important notice.
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(3) Substitutions on Intrabank GCF Repos
    If the GCF Repo transaction is between dealer counterparties 
effecting the transaction through the same clearing bank, on Day 2 such 
clearing bank will process each substitution request of the provider of 
GCF Repo securities collateral submitted prior to the substitution 
deadline promptly upon receipt of such request. The return of the GCF 
Repo securities collateral in exchange for cash and/or eligible 
securities of equivalent value can be accomplished by simple debits and 
credits to the accounts of the GCF Repo dealer counterparties at the 
clearing bank. Eligible securities for this purpose will be the same as 
those currently permitted under the GSD rules for collateral 
allocations, namely, (i) Comparable Securities,\19\ (ii) Other 
Acceptable Securities,\20\ or (iii) U.S. Treasury bills, notes or bonds 
maturing in a time frame no greater than that of the securities that 
have been traded (except where such traded securities are U.S. Treasury 
bills, substitution may be with Comparable Securities and/or cash 
only).
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    \19\ GSD Rule 1 defines ``Comparable Securities'' as follows: 
The term ``Comparable Securities'' means, with respect to a security 
or securities that are represented by a particular Generic CUSIP 
Number, any other security or securities that are represented by the 
same Generic CUSIP Number. Fixed Income Clearing Corporation, 
Government Securities Division Rulebook, Rule 1--Definitions.
    \20\ GSD Rule 1 defines ``Other Acceptable Securities'' as 
follows:
    The term ``Other Acceptable Securities'' means, with respect to:
    (an) adjustable-rate mortgage-backed security or securities 
issued by Ginnie Mae, any fixed-rate mortgage-backed security or 
securities issued by Ginnie Mae, or (an) adjustable-rate mortgage-
backed security or securities issued by either Fannie Mae or Freddie 
Mac: (a) Any fixed-rate mortgage-backed security or securities 
issued by Fannie Mae and Freddie Mac, (b) any fixed-rate mortgage-
backed security or securities issued by Ginnie Mae, or (c) any 
adjustable-rate mortgage-backed security or securities issued by 
Ginnie Mae. Fixed Income Clearing Corporation, Government Securities 
Division Rulebook, Rule 1--Definitions.
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(4) Substitutions on Interbank GCF Repos
    For a GCF Repo that was processed on an interbank basis and to 
accommodate a potential substitution request, FICC will initiate a 
debit of the securities in the account of the lender through the FICC 
GCF Repo accounts at the clearing bank of the lender and the FICC GCF 
Repo account at the clearing bank of the borrower (``Interbank 
Movement''). This Interbank Movement is being done so that a borrower 
who elects to substitute

[[Page 54827]]

collateral will have access to the collateral for which it is 
substituting. The Interbank Movement is expected to occur in the 
morning, though the clearing banks and FICC have the capability to have 
the Interbank Movement occur at any point during the day up until 2:30 
p.m. The agreed upon final timeframe will be determined as between FICC 
and the clearing banks prior to the implementation date of the Pilot 
Program. During the Pilot Program, FICC and the clearing banks will 
unwind the intrabank GCF Repo transactions at 3:30 p.m. FICC and the 
clearing banks will determine the most appropriate timeframe for the 
Interbank Movement process to occur.
    On Day 2, GCF Repo securities collateral will be debited from the 
securities account of the receiver of the collateral at its clearing 
bank, and from a FICC account at the same clearing bank. If a 
substitution request is received by the clearing bank of the provider 
of GCF Repo securities collateral prior to the substitution deadline at 
a time specified in FICC's procedures,\21\ that clearing bank will 
process the substitution request by releasing the GCF Repo securities 
collateral from the FICC GCF Repo account at such clearing bank and 
crediting it to the account of the provider of GCF Repo securities 
collateral. All cash substituted for the GCF Repo securities collateral 
being released will be credited to FICC's GCF Repo account at the 
clearing bank of the provider of GCF Repo securities collateral.
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    \21\ This timeframe will also be established in consultation 
with the clearing banks and the Federal Reserve. The parties are 
considering whether to have the substitution process be accomplished 
in two batches during the day depending upon the time of submission 
of the notifications for substitution. In any event, substitution 
requests will be subject to the substitution deadline. The details 
of the batches, if applied, will be announced to members by 
important notice. The deadline for submission of GCF Repo 
substitution requests will be the same for intrabank and interbank 
processing.
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    Simultaneously, with the debit of the GCF Repo securities 
collateral from the account at the clearing bank of the original 
receiver of GCF Repo securities collateral, such clearing bank will 
effect a cash debit equal to the value of the securities collateral in 
FICC's GCF Repo account at such clearing bank and will credit the 
account of the original receiver of securities collateral at such 
clearing bank with such cash amount in order to make payment to the 
original receiver of securities collateral. (This is because when the 
original receiver of securities collateral is debited the securities, 
it must receive the funds.) In order to secure FICC's obligation to 
repay the balance in FICC's GCF Repo account at the clearing bank of 
the original receiver of GCF Repo securities collateral, FICC will 
grant to such clearing bank a security interest in the cash substituted 
for the GCF securities collateral in FICC's GCF repo account at the 
other clearing bank.
    For substitutions that occur with respect to GCF Repo transactions 
that were processed on an interbank basis, FICC and the clearing banks 
will initially only permit cash substitutions in order to accommodate 
current processing systems. In the future, as systems are upgraded, 
FICC may permit securities substitutions in the same way as described 
above for GCF Repo transactions occurring on the intra-bank basis. If 
interbank securities substitutions are permitted, FICC will announce 
this to members by important notice.

C. Other rule changes

    FICC is also making technical changes to Section 7 of GSD Rule 20, 
which relate to the GCF Repo collateral process. Specifically, FICC is 
changing reference to the defined term ``Security'' to ``security'' to 
conform to the use of ``security'' throughout the rule. The rule change 
also introduces a term that previously had not been included in the 
rules inadvertently, ``GCF Collateral Excess Account.'' This term is 
defined as ``the account established by a GCF Custodian Bank in the 
name of the Corporation to hold securities it credits to the GCF 
Securities Account the Corporation establishes for another GCF Clearing 
Bank.''

III. Discussion

    Section 17A(b)(3)(F) of the Act \22\ requires, among other things, 
that the rules of a clearing agency be designed to promote the prompt 
and accurate clearance and settlement of security transactions and 
assure the safeguarding of securities and funds which are in the 
custody or control of such clearing agency or for which it is 
responsible.
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    \22\ 15 U.S.C. 78q-1(b)(3)(F).
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    Because the proposed rule change aligns the GCF Repo service with 
recommendations being made by the TPR to address risks in the overall 
tri-party repo market, it will promote the prompt and accurate 
clearance and settlement of security transactions and assure the 
safeguarding of securities and funds which are in the custody or 
control of FICC or for which it is responsible, and therefore is 
consistent with the requirements of Section 17A(b)(3)(F) of the Act. 
The proposed rule change is not inconsistent with the existing rules of 
FICC, including any other rules proposed to be amended.

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposal is consistent with the requirements of the Act and in 
particular with the requirements of Section 17A of the Act \23\ and the 
rules and regulations thereunder.
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    \23\ 15 U.S.C. 78q-1.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\24\ that the proposed rule change (File No. SR-FICC-2011-05) be, 
and hereby is, approved.\25\
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    \24\ 15 U.S.C. 78s(b)(2).
    \25\ In approving the proposed rule change, the Commission 
considered the proposal's impact on efficiency, competition and 
capital formation. 15 U.S.C. 78c(f).

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
Elizabeth M. Murphy,
Secretary.
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    \26\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2011-22490 Filed 9-1-11; 8:45 am]
BILLING CODE 8011-01-P