[Federal Register Volume 78, Number 95 (Thursday, May 16, 2013)]
[Notices]
[Pages 28933-28936]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-11603]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69556; File No. SR-DTC-2013-802])


Self-Regulatory Organizations; The Depository Trusts Company; 
Notice of Filing and No Objection To Advance Notice To Renew Its 
Existing Credit Facility

May 10, 2013.
    Pursuant to Section 806(e)(1) of Title VIII of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, entitled the Payment, 
Clearing, and Settlement Supervision Act of 2010 \1\ (``Clearing 
Supervision Act'') and Rule 19b-4(n)(1)(i) under the Securities 
Exchange Act of 1934,\2\ notice is hereby given that on April 22, 2013, 
The Depository Trust Company (``DTC'') filed with the Securities and 
Exchange Commission (``Commission'') advance notice SR-DTC-2013-802 
(``Advance Notice'') as described in Items I, II and III below, which 
Items have been prepared primarily by DTC. This publication serves as 
solicitation of comments on the Advance Notice from

[[Page 28934]]

interested persons and as notice of no objection to the Advance Notice.
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    \1\ 12 U.S.C. 5465(e)(1).
    \2\ 17 CFR 240.19b-4(n)(1)(i).
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I. Clearing Agency's Statement of the Terms of Substance for the 
Advance Notice

    DTC is renewing its 364-day syndicated, revolving credit facility 
(``Renewal''), as described in additional detail below.

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Advance Notice

    In its filing with the Commission, DTC included statements 
concerning the purpose of and basis for the Advance Notice and 
discussed any comments it received on the Advance Notice. The text of 
these statements may be examined at the places specified in Item IV 
below. DTC has prepared summaries, set forth in sections A and B below, 
of the most significant aspects of such statements.\3\
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    \3\ The Commission has modified the text of the summaries 
prepared by DTC.
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(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Advance Notice

Description of Change
    As part of its liquidity risk management regime, DTC maintains a 
$1.9 billion, 364-day committed, revolving line of credit with a 
syndicate of commercial lenders (``Credit Facility''), which is renewed 
every year. The terms and conditions of the Renewal are specified in 
the Twelfth Amended and Restated Revolving Credit Agreement to be dated 
as of May 14, 2013, among DTC, National Securities Clearing Corporation 
(``NSCC''),\4\ the lenders party thereto, and JPMorgan Chase Bank, N.A. 
as the administrative agent, and are substantially the same as the 
terms and conditions of the existing Credit Facility agreement dated as 
of May 15, 2012 among the same parties. Although the aggregate 
commitments being sought under the Renewal increased to $16 billion, 
the commitments to DTC as a borrower will remain at $1.9 billion as 
provided in the existing Credit Facility agreement. As of April 19, 
2013, NSCC and DTC had received aggregate commitments of $10.121 
billion towards the Renewal.
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    \4\ The Credit Facility provides for both DTC and NSCC as 
borrowers, with an aggregate commitment of $1.9 billion for DTC and 
the amount of any excess aggregate commitment for NSCC. The 
borrowers are not jointly and severally liable and each lender has a 
ratable commitment to each borrower. DTC and NSCC have separate 
collateral to secure their separate borrowings.
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    This agreement and its substantially similar predecessor agreements 
have been in place since the introduction of same-day funds settlement 
at DTC because DTC requires same-day liquidity resources to cover the 
failure-to-settle of its largest Participant or affiliated family of 
Participants. If a Participant fails to satisfy its end-of-day net 
settlement obligation, DTC may borrow under the Credit Facility to 
enable it, if necessary, to fund settlement among non-defaulting 
Participants. Any borrowing would be secured principally by securities 
that were intended to be delivered to the defaulting Participant upon 
payment of its net settlement obligation and securities previously 
designated by the defaulting Participant as collateral, was well as the 
portion of the Participant's deposit to the Participants Fund held as 
DTC Series A Preferred Stock.\5\ The Credit Facility is built into 
DTC's primary risk management controls (i.e., the net debit cap and 
collateral monitor), which require that the end-of-day net funds 
settlement obligation of a Participant is fully collateralized and 
cannot exceed DTC's liquidity resources.
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    \5\ DTC maintains a Participants Fund to which each Participant 
is required to make a cash deposit, based on its historic settlement 
activity, which is partially allocated to an investment in shares of 
DTC Series A Preferred Stock up to 25% of the Participant's required 
cash amount. The cash portion of the Participants Fund additionally 
provides a liquidity resource for settlement and, to the extent 
invested in securities, repurchase agreements or deposits may be 
pledged to support a borrowing. See DTC's Rules, By-laws, 
Organization Certificate, Rules 4 and 4(A) (http://dtcc.com/legal/rules_proc/dtc_rules.pdf).
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Anticipated Effect on and Management of Risk
    DTC believes that the Credit Facility is a cornerstone of DTC risk 
management and its renewal is critical to the DTC risk management 
infrastructure. The Renewal does not otherwise affect or alter the 
management of risk at DTC.

(B) Clearing Agency's Statement on Comments on the Advance Notice 
Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
Advance Notice.

III. Date of Effectiveness of the Advance Notice and Timing for 
Commission Action

    The clearing agency may implement the proposed change pursuant to 
Section 806(e)(1)(G) of the Clearing Supervision Act if it has not 
received an objection to the proposed change within 60 days of the 
later of (i) the date that the Commission received the advance notice 
or (ii) the date the Commission receives any further information it 
requested for consideration of the notice.\6\ The clearing agency shall 
not implement the proposed change if the Commission has any objection 
to the proposed change.\7\
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    \6\ 12 U.S.C. 5465(e)(1)(G).
    \7\ 12 U.S.C. 5465(e)(1)(F).
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    The Commission may extend the period for review by an additional 60 
days if the proposed change raises novel or complex issues, subject to 
the Commission providing the clearing agency with prompt written notice 
of the extension.\8\ A proposed change may be implemented in less than 
60 days from the date of receipt of the advance notice, or the date the 
Commission receives any further information it requested, if the 
Commission notifies the clearing agency in writing that it does not 
object to the proposed change and authorizes the clearing agency to 
implement the proposed change on an earlier date, subject to any 
conditions imposed by the Commission.\9\ The clearing agency shall post 
notice on its Web site of proposed changes that are implemented.\10\
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    \8\ 12 U.S.C. 5465(e)(1)(H).
    \9\ 12 U.S.C. 5465(e)(1)(I).
    \10\ 17 CFR 240.19b-4(n)(4)(i).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the advance 
notice is consistent with the Clearing Supervision Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File No. SR-DTC-2013-802 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File No. SR-DTC-2013-802. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's

[[Page 28935]]

Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the 
submission, all subsequent amendments, all written statements with 
respect to the advance notice that are filed with the Commission, and 
all written communications relating to the advance notice between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for Web site viewing and printing in the Commission's Public 
Reference Room, 100 F Street, NE., Washington, DC 20549, on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of 
such filings also will be available for inspection and copying at the 
principal office of DTC and on DTC's Web site at http://dtcc.com/downloads/legal/rule_filings/2013/dtc/SR-DTC-2013-802.pdf.
    All comments received will be posted without change; the Commission 
does not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly. All submissions should refer to File No. SR-DTC-2013-802 and 
should be submitted on or before June 6, 2013.

V. Commission Findings and Notice of No Objection

    Although Title VIII does not specify a standard of review for 
advance notices, the Commission believes that the stated purpose of 
Title VIII is instructive.\11\ The stated purpose of Title VIII is to 
mitigate systemic risk in the financial system and promote financial 
stability by, among other things, promoting uniform risk management 
standards for systemically-important financial market utilities 
(``FMU'') \12\ and providing an enhanced role for the Board of 
Governors of the Federal Reserve System (``Board of Governors'') in the 
supervision of risk management standards for systemically-important 
FMUs.\13\
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    \11\ 12 U.S.C. 5461(b).
    \12\ DTC was designated as a systemically important FMU by the 
Financial Stability Oversight Council (``FSOC'') on July 18, 2012. 
FSOC 2012 Annual Report, Appendix A, http://www.treasury.gov/initiatives/fsoc/Documents/2012%20Annual%20Report.pdf.
    \13\ 12 U.S.C. 5461(b).
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    Section 805(a)(2) of the Clearing Supervision Act authorizes the 
Commission to prescribe risk management standards for the payment, 
clearing, and settlement activities of designated clearing entities and 
financial institutions engaged in designated activities for which it is 
the supervisory agency or the appropriate financial regulator.\14\ 
Section 805(b) of the Clearing Supervision Act states that the 
objectives and principles for the risk management standards prescribed 
under Section 805(a) shall be to:
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    \14\ 12 U.S.C. 5464(a)(2).
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     promote robust risk management;
     promote safety and soundness;
     reduce systemic risks; and
     support the stability of the broader financial system.\15\
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    \15\ 12 U.S.C. 5464(b).
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    The Commission adopted risk management standards under Section 
805(a)(2) of the Clearing Supervision Act on October 22, 2012 
(``Clearing Agency Standards'').\16\ The Clearing Agency Standards 
became effective on January 2, 2013 and require registered clearing 
agencies to establish, implement, maintain, and enforce written 
policies and procedures that are reasonably designed to meet certain 
minimum requirements for their operations and risk management practices 
on an ongoing basis.\17\ As such, it is appropriate for the Commission 
to review advance notices against the objectives and principles for 
risk management standards as described in Section 805(b), as well as 
the applicable Clearing Agency Standards promulgated under Section 
805(a).
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    \16\ Release No. 34-68080 (Oct. 22, 2012), 77 FR 66219 (Nov. 2, 
2012).
    \17\ The Clearing Agency Standards are substantially similar to 
the risk management standards established by the Board of Governors 
governing the operations of designated FMUs that are not clearing 
entities and financial institutions engaged in designated activities 
for which the Commission or the Commodity Futures Trading Commission 
is the Supervisory Agency. See Financial Market Utilities, 77 FR 
45907 (Aug. 2, 2012).
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    The Advance Notice is a proposal to enter into a renewed Credit 
Facility, as described above, which is designed to help mitigate the 
risk that DTC would be under collateralized in the event that a 
Participant would fail to satisfy its end-of-day net settlement 
obligation. Consistent with Section 805(b) of the Clearing Supervision 
Act,\18\ the Commission believes the proposal promotes robust risk 
management, as well as the safety and soundness of DTC's operations, 
while reducing systemic risks and supporting the stability of the 
broader financial system, by maintaining a cornerstone to DTC's risk 
management system in a Credit Facility, in preparation for a possible 
failure-to-settle by a Participant.
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    \18\ See 12 U.S.C. 5464(b).
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    Additionally, Commission Rule 17Ad-22(d)(11) regarding default 
procedures,\19\ adopted as part of the Clearing Agency Standards,\20\ 
requires that registered clearing agencies ``establish, implement, 
maintain and enforce written policies and procedures reasonably 
designed to, as applicable . . . establish default procedures that 
ensure that the clearing agency can take timely action to contain 
losses and liquidity pressures and to continue meeting its obligations 
in the event of a participant default.'' \21\ Here, as described above, 
the renewed Credit Facility should help DTC continue to meet its 
respective obligations in a timely fashion, in the event that a 
Participant fails-to-settle, thereby helping to contain losses and 
liquidity pressures from that failure.
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    \19\ 17 CFR 240.17Ad-22(d)(11).
    \20\ Release No. 34-68080 (Oct. 22, 2012), 77 FR 66219 (Nov. 2, 
2012).
    \21\ 17 CFR 240.17Ad-22(d)(11).
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    As described in Item III above, Section 806(e)(1)(G) of the 
Clearing Supervision Act provides that a designated FMU may implement a 
change contained in an advance notice if it has not received an 
objection to the proposed change within the applicable 60 day 
period.\22\ However, Section 806(e)(1)(I) allows the Commission to 
issue a non-objection prior to the 60th day.\23\ If the Commission 
chooses to issue a non-objection prior to the 60th day, it must notify 
the designated FMU in writing that it does not object and authorize 
implementation of the change on an earlier date.\24\ If the Commission 
chooses to object prior to the 60th day, it must similarly notify the 
designated FMU.\25\
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    \22\ See 12 U.S.C. 5465(e)(1)(G).
    \23\ 12 U.S.C. 5465(e)(1)(I).
    \24\ Id.
    \25\ 12. U.S.C. 5465(e)(1)(E).
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    In its filing with the Commission, DTC requested that the 
Commission notify DTC, under Section 806(e)(1)(I) of the Clearing 
Supervision Act, that the Commission has no objection to the Advance 
Notice no later than Friday, May 10, 2013, two business days before the 
existing Credit Facility is set to expire on Tuesday, May 14, 2013, to 
ensure that there is no period of time that DTC operates without the 
Credit Facility.
    For the reasons stated above, the Commission does not object to the 
Advance Notice.

VI. Conclusion

    It is therefore noticed, pursuant to Section 806(e)(1)(I) of the 
Clearing Supervision Act,\26\ that the Commission does not object to 
the change described in advance notice SR-DTC-2013-802 and that DTC be 
and hereby is

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authorized to implement the change as of the date of this notice.
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    \26\ 12 U.S.C. 5465(e)(1)(I).

    By the Commission.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-11603 Filed 5-15-13; 8:45 am]
BILLING CODE 8011-01-P