[Federal Register Volume 82, Number 9 (Friday, January 13, 2017)]
[Notices]
[Pages 4426-4430]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-00625]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79763; File No. SR-DTC-2016-802]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of No Objection To Advance Notice Filing Relating To Processing 
of Transactions in Money Market Instruments

January 9, 2017.
    The Depository Trust Company (``DTC'') filed with the Securities 
and Exchange Commission (``Commission'') on September 23, 2016 advance 
notice SR-DTC-2016-802 (``Advance Notice'') pursuant to Section 
806(e)(1) of the Payment, Clearing, and Settlement Supervision Act of 
2010 (``Payment, Clearing and Settlement Supervision Act'') \1\ and 
Rule 19b-4(n)(1)(i) \2\ under the Securities Exchange Act of 1934 
(``Exchange Act'') to establish a change in the processing of 
transactions in money market instruments (``MMI'').\3\ The Advance 
Notice was published for

[[Page 4427]]

comment in the Federal Register on November 9, 2016.\4\ The Commission 
did not receive any comments on the Advance Notice. This publication 
serves as notice of no objection to the Advance Notice.
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    \1\ 12 U.S.C. 5465(e)(1). The Financial Stability Oversight 
Council designated DTC a systemically important financial market 
utility on July 18, 2012. See Financial Stability Oversight Council 
2012 Annual Report, Appendix A, http://www.treasury.gov/initiatives/fsoc/Documents/2012%20Annual%20Report.pdf. Therefore, DTC is 
required to comply with the Payment, Clearing and Settlement 
Supervision Act and file advance notices with the Commission. See 12 
U.S.C. 5465(e).
    \2\ 17 CFR 240.19b-4(n)(1)(i).
    \3\ MMI are short-term debt securities issued by financial 
institutions, large corporations, or state and local governments 
that generally mature 1 to 270 days from their original issuance 
date, and include, but are not limited to, commercial paper, 
banker's acceptances, and short-term bank notes. Most MMI trade in 
large denominations (typically, $250,000 to $50 million) and are 
purchased by institutional investors.
    \4\ Securities Exchange Act Release No. 79224 (November 3, 
2016), 81 FR 78884 (November 9, 2016) (SR-DTC-2016-802). DTC also 
filed a related proposed rule change with the Commission pursuant to 
Section 19(b)(1) of the Exchange Act and Rule 19b-4 thereunder, 
seeking approval of changes to its rules necessary to implement the 
Advance Notice. 15 U.S.C. 78s(b)(1) and 17 CFR 240.19b-4, 
respectively. Notice of the proposed rule change was published in 
the Federal Register on October 11, 2016. See Securities Exchange 
Act Release No. 34-79046 (October 5, 2016), 81 FR 70200 (October 11, 
2016) (SR-DTC-2016-008). On, November 18, 2016, the Commission 
extended to January 9, 2017 the date by which it shall either 
approve, disapprove, or institute proceedings to determine whether 
to approve or disapprove the proposed rule change. See Securities 
Exchange Act Release No. 34-79351 (November 18, 2016), 81 FR 85295 
(November 25, 2016) (SR-DTC-2016-008). The Commission did not 
receive any comments on the proposal.
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I. Description of the Advance Notice

    The Advance Notice is a proposal by DTC to modify (i) the DTC 
Rules, By-laws and Organization Certificate (``Rules''),\5\ (ii) the 
DTC Settlement Service Guide (``Settlement Guide''),\6\ and (iii) the 
DTC Distributions Service Guide (``Distributions Guide''),\7\ to change 
the way in which DTC processes transactions in money market instruments 
(``MMI''). The proposal would affect DTC's processing of issuances of 
MMI securities as well as maturity presentments, income presentments, 
principal presentments, and reorganization presentments (collectively, 
``presentments'' and with issuances of MMI securities, ``MMI 
Obligations'').
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    \5\ Available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
    \6\ Available at http://www.dtcc.com/~/media/Files/Downloads/
legal/service-guides/Settlement.pdf.
    \7\ Available at http://www.dtcc.com/~/media/Files/Downloads/
legal/service-guides/
Distributions%20Service%20Guide%20FINAL%20November%202014.pdf.
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    Specifically, DTC proposes to: (i) With respect to delivery of MMI 
securities, require purchasers of the securities (or their custodian, 
if applicable) to acknowledge that they agree to receive the securities 
via DTC's Receiver Authorized Delivery (``RAD'') system before DTC 
processes the transaction; (ii) with respect to cash, require an 
issuing and paying agent (``IPA'') of an MMI issuer to acknowledge its 
funding obligations for MMI presentments before DTC processes the 
transaction, except in limited circumstances where there are no funding 
obligations; \8\ (iii) implement an enhanced process to check certain 
MMI transactions against DTC's risk management controls (referred to as 
``MMI Optimization''); (iv) eliminate the largest provisional net 
credit risk management control; and (v) eliminate DTC's receive versus 
payment net additions control, as described below. In addition, the 
proposal would amend DTC's Distributions Guide to conform to the 
proposed changes.
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    \8\ An affirmative MMI funding acknowledgement by the IPA would 
not be required where the aggregate amount of an issuer's delivery 
of MMI securities that have been approved in RAD exceeds the 
aggregate amount of presentments because payment for those 
securities would fully fund the presentments. In such a case, the 
IPA would be deemed to have provided a funding acknowledgement and 
DTC would process the transactions, subject to risk management 
controls.
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A. Background

    Today, according to DTC, when an issuer issues MMI securities at 
DTC, the IPA for that issuer sends issuance instructions to DTC 
electronically, which results in crediting the applicable MMI 
securities to the DTC account of the IPA. The MMI securities are then 
delivered by DTC to the accounts of the applicable DTC participants 
(``Participants'') that are purchasing the issuance, typically as 
custodians for individual investors, in accordance with their purchase 
amounts. The IPA's delivery instructions may be free of payment or, 
most often, for payment (i.e., delivery versus payment or ``DVP''). 
Unlike deliveries free of payment, DVP transactions are subject to 
DTC's risk management controls for both the IPA and the receiving 
Participants, which means they are monitored for Net Debit Cap and 
Collateral Monitor sufficiency.\9\
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    \9\ DVP transfers at DTC are structured so that the completion 
of delivery of securities to a Participant in end-of-day settlement 
is contingent on the receiving Participant satisfying its end-of-day 
net settlement obligation, if any. The risk of Participant failure 
to settle is managed through risk management controls that would 
enable DTC to complete settlement despite the failure to settle of 
the Participant, or affiliated family of Participants, with the 
largest net settlement obligation. The two principal controls are 
the Net Debit Cap and Collateral Monitor. The largest net settlement 
obligation of a Participant or affiliated family of Participants 
cannot exceed DTC liquidity resources, based on the Net Debit Cap, 
and must be fully collateralized, based on the Collateral Monitor.
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    When MMI securities of a particular acronym \10\ mature, the 
current presentment process involves DTC automatically sweeping the 
matured positions from the applicable Participant accounts and debiting 
the settlement account of the applicable IPA for the amount of the 
matured position, with corresponding credits made to the settlement 
accounts of the deliverers. Because presentments are currently 
processed automatically at DTC, IPAs have the option to refuse to pay 
(``RTP'') for maturing MMI Obligations to protect against the 
possibility that an IPA may not be able to fund settlement because it 
has not received funds from the relevant issuer. An IPA that refuses 
payment for a presentment (i.e., refuses to make payment for the 
delivery of matured MMI securities for which it is the designated IPA 
and/or pay interest or dividend income on MMI securities for which it 
is the designated IPA) must notify DTC of its RTP. An IPA may notify 
DTC of an RTP until 3:00 p.m. ET on the date of the affected 
presentment.
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    \10\ MMI of an issuer are designated by DTC using unique four-
character identifiers referred to as acronyms. An MMI issuer can 
have multiple acronyms representing its securities. MMI transactions 
and other functions relating to MMI are done on an ``acronym-by-
acronym'' basis.
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    Under the current Rules, the effect of an RTP is for DTC to reverse 
all processed MMI security deliveries of that MMI acronym, including 
issuances, related funds credits and debits, and presentments, which 
means that the securities would fail to settle. This reversal of 
processed (but not yet settled) transactions could override DTC's risk 
management controls (i.e., Collateral Monitor and Net Debit Cap) and 
could result in a Participant's account having, unexpectedly, a net 
debit balance that exceeds its Net Debit Cap and/or having insufficient 
collateral to secure its settlement obligations throughout the day. 
Thus, RTPs can create uncertainty and pose systemic risk with respect 
to a Participant's and, ultimately, DTC's ability to complete end-of-
day net funds settlement.
    Currently, to mitigate the risks associated with an RTP, the Rules 
and the Settlement Guide provide for the Largest Provisional Net Credit 
control (``LPNC Control''). Under the LPNC Control, DTC withholds from 
each Participant's Net Debit Cap the two largest intraday net MMI 
credits owed to that Participant. The MMI credits withheld are not 
included in the calculation of the Participant's Collateral Monitor or 
its net debit balance. This provides protection in the event that 
processed (but not yet settled) MMI transactions are reversed by DTC as 
a result of an RTP.\11\
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    \11\ See Securities Exchange Act Release No. 71888 (April 7, 
2014), 79 FR 20285 (April 11, 2014) (SR-DTC-2014-02) (clarifying the 
LPNC procedures in the Settlement Guide) and Securities Exchange Act 
Release No. 68983 (February 25, 2013), 78 FR 13924 (March 1, 2013) 
(SR-DTC-2012-10) (updating the Rules related to LPNC).
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    According to DTC, its Rules and procedures relating to settlement

[[Page 4428]]

processing for the MMI program \12\ were designed to limit credit, 
liquidity, and operational risk for DTC and Participants. In connection 
with ongoing efforts by DTC to evaluate the risk associated with the 
processing of MMI Obligations, DTC has determined that the risks 
presented by intra-day reversals of processed MMI Obligations should be 
eliminated to prevent the possibility that a reversal could override 
DTC's risk controls and heighten liquidity and settlement risk. DTC 
also states that eliminating intra-day reversals of processed MMI 
Obligations would enhance intra-day finality and allow for the 
elimination of the LPNC Control, which creates intra-day blockage and 
affects liquidity through the withholding of settlement credits.
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    \12\ The procedures applicable to MMI settlement processing are 
set forth in the Settlement Guide. Supra note 6.
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B. Proposed Changes

    The proposal would eliminate provisions for intra-day reversals of 
processed MMI Obligations based on an IPA's RTP or issuer insolvency of 
which DTC becomes aware, as described below.
    Pursuant to the proposal, DTC would no longer automatically process 
MMI Obligations. DTC's processing of MMI Obligations involves the 
delivery of cash and/or securities. With respect to securities, DTC 
would require purchasers of MMI issuances (or their custodian, if 
applicable) to acknowledge in RAD that they agree to receive the MMI 
securities before DTC processes the transaction. With respect to cash, 
an IPA would make an MMI funding acknowledgment using a new DTC 
platform designed to accept such acknowledgments. When an MMI funding 
acknowledgement is received, DTC would attempt to process transactions 
in the acronym(s) for which the MMI funding acknowledgment pertains.
    If the IPA has provided an MMI funding acknowledgment for the full 
amount of presentments, then all transactions in that acronym would be 
sent to the normal DTC processing system and tested against DTC's risk 
management controls. If the IPA provides an MMI funding acknowledgement 
for only partial funding of the presentments, then DTC would undertake 
the proposed ``MMI Optimization'' process to determine whether risk 
management controls would be satisfied by all deliverers and purchasers 
of the acronym and determine whether all parties would maintain 
adequate positions to complete the applicable transactions. However, as 
long as the issuances that could satisfy deliverer and purchaser risk 
controls for that MMI acronym are equal to or greater than the maturing 
presentments of that acronym, the applicable transactions (i.e., those 
that pass risk controls) could be processed without an IPA's funding 
acknowledgement.
    If DTC does not receive the necessary acknowledgments from both the 
IPA and purchasers for an acronym for which maturing MMI Obligations 
are due on that day and/or DTC is aware, through ordinary business 
channels, that the issuer of an acronym is insolvent (``Acronym Payment 
Failure''), then DTC would not process transactions in the acronym.\13\
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    \13\ DTC would automatically consider an Acronym Payment Failure 
that occurred due to an IPA's failure to provide timely MMI funding 
acknowledgement (i.e., provide the acknowledgment by 3:00 p.m. ET) 
as an RTP.
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    In the event of an Acronym Payment Failure, DTC would: (i) Prevent 
further issuance and maturity activity for the acronym in DTC's system; 
(ii) prevent deliveries of MMI securities of the acronym and halt all 
activity in that acronym; (iii) set the collateral value of the MMI 
securities in the acronym to zero for purposes of calculating the 
Collateral Monitor of any affected Participant; and (iv) notify 
Participants of the Acronym Payment Failure via DTC's current 
notification process. Notwithstanding the occurrence of an Acronym 
Payment Failure, the IPA would remain liable for funding pursuant to 
any MMI funding acknowledgment previously provided for that business 
day.
    A ``Temporary Acronym Payment Failure'' would occur when an IPA 
notifies DTC that it temporarily refuses to pay income presentments, 
and only income presentments, for an acronym, which typically would be 
due to an issuer's inability to fund income presentments on that day. A 
Temporary Acronym Payment Failure would only be initiated if there are 
no maturity presentments, principal presentments, and/or reorganization 
presentments on that business day. DTC would require the issuer and/or 
IPA to resolve such a situation by the next business day.
    In the event of a Temporary Acronym Payment Failure, DTC would: (i) 
Temporarily devalue to zero all of the issuer's MMI securities for 
purposes of calculating the Collateral Monitor, unless and until the 
IPA acknowledges funding with respect to the income payments on the 
following business day; (ii) notify Participants of the delayed 
payment; and (iii) block from DTC's systems all further issuances and 
maturities by that issuer for the remainder of the business day on 
which notification of the Temporary Payment Failure was received by 
DTC. An IPA would not be able to avail itself of a Temporary Acronym 
Payment Failure for the same acronym on consecutive business days.
    The Commission understands that the proposal would not: (i) 
Decrease the total number and value of transactions that would pass 
DTC's risk controls throughout the processing day; or (ii) increase the 
volume of transactions that would fail to settle. The Commission also 
understands that the proposal would reduce blockage caused by DTC. Non-
MMI transactions and fully funded MMI transactions would likely have a 
reduction in blockage as a result of the elimination of the LPNC 
Control. The elimination of the LPNC Control would no longer withhold 
billions of dollars of settlement credits as it does today, thus 
permitting MMI transactions subject to the LPNC Control to process 
earlier in the day. Moreover, it is expected that the value and volume 
of MMI transactions recycling due to failure to meet DTC's risk 
management controls during the late morning and afternoon periods would 
be reduced, as a result of such transactions being held outside of 
DTC's processing system while they await the necessary acknowledgments.
    Similar to the LPNC Control, the RVPNA Control is used to prevent a 
Participant from delivering free of value or undervalued any MMI 
securities that were received for payment on the same day.\14\ For 
example, under DTC's current rules, if Participant A delivers MMI 
securities to Participant B for payment, and then Participant B 
delivers the same MMI securities to Participant C free of payment 
(subject to risk management controls), the delivery to Participant C is 
final when the securities are credited to Participant C. DTC would, 
therefore, be unable to reverse the delivery to Participant C and, 
thus, DTC could not reverse the delivery from Participant B to 
Participant A. The RVPNA Control protects DTC against being unable to 
reverse such transactions of MMI Securities in the event of an RTP by 
the IPA. Because DTC would no longer permit the reversal of processed 
MMI transactions, DTC would no longer need the RVPNA Control.
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    \14\ For purposes of RVPNA, MMI securities are considered 
undervalued if they are delivered for less than 10 percent below 
market value.

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[[Page 4429]]

II. Discussion and Commission Findings

    Although the Act does not specify a standard of review for an 
advance notice, its stated purpose is instructive: 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 and strengthening the 
liquidity of systemically important financial market utilities.\15\ 
Section 805(a)(2) of the 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.\16\ Section 805(b) of the Act 
states that the objectives and principles for the risk management 
standards prescribed under Section 805(a) shall be to:
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    \15\ See 12 U.S.C. 5461(b).
    \16\ 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.\17\
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    \17\ 12 U.S.C. 5464(b).
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    The Commission has adopted risk management standards under Section 
805(a)(2) of the Act \18\ and Section 17A of the Exchange Act \19\ 
(``Clearing Agency Standards'').\20\ The Clearing Agency Standards 
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.\21\ Therefore, it is 
appropriate for the Commission to review proposed changes in advance 
notices against the objectives and principles of these risk management 
standards as described in Section 805(b) of the Act and in the Clearing 
Agency Standards.
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    \18\ 12 U.S.C. 5464(a)(2).
    \19\ 15 U.S.C. 78q-1.
    \20\ See 17 CFR 240.17Ad-22. Securities Exchange Act Release No. 
68080 (October 22, 2012), 77 FR 66220 (November 2, 2012) (S7-08-11).
    \21\ Id.
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A. Consistency With Section 805(b) of the Act

    The Commission believes that the proposed changes in the Advance 
Notice are consistent with the objectives and principles described in 
Section 805(b) of the Act.\22\
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    \22\ Id.
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    First, the Commission believes that the changes proposed in the 
Advance Notice promote robust risk management. Under the proposal, DTC 
would no longer automatically process MMI presentments. Instead, before 
it processes a presentment, DTC would require purchasers of MMI 
issuances (or their custodian, if applicable) to acknowledge in RAD 
that the purchasers agree to receive the MMI securities before DTC 
processes the transaction. The proposal would also require the 
applicable IPA to provide an MMI funding acknowledgment, as applicable. 
The MMI funding acknowledgement would be a commitment by the IPA to 
make the applicable funds available to DTC. Although the proposed 
changes would establish new requirements before DTC would process such 
MMI transactions, the Commission believes that the benefits of 
eliminating the risk of a potential override of DTC's risk management 
controls from an RTP supports such requirements.
    DTC also would employ the proposed MMI Optimization, which would, 
for MMI transactions that await funding, continually test the net 
effect of transactions, across multiple MMI issuers, on receiving and 
delivering Participants' risk controls and then process the 
transactions once the controls are met. MMI Optimization would help 
maximize processing and facilitate more timely settlement of 
transactions, thus reducing risks that transactions may not settle.
    Second, the Commission believes that the changes proposed in the 
Advance Notice promote safety and soundness. Currently, as described 
above, if DTC were to reverse MMI transactions because of an RTP, the 
reversal could override DTC's risk management controls. The Advance 
Notice would eliminate RTPs and resulting reversals of MMI 
transactions, and thus eliminates this opportunity to override DTC's 
risk management controls.
    Third, the Commission believes that the Advance Notice helps reduce 
systemic risk. As described above, DTC would no longer automatically 
process MMI presentments. Rather, DTC would require purchasers to 
authorize delivery via RAD and IPAs to provide a funding acknowledgment 
before processing MMI presentments, as applicable. Because these 
changes would eliminate the risk of reversals due to an RTP, the 
changes would mitigate the risk of a potential override of DTC's risk 
management controls. In turn, this would reduce DTC's exposure to 
potential failures, promote DTC's safety and soundness, as discussed 
above, and thereby reduce the systemic risk to the financial system.
    Fourth, the Commission believes that the Advance Notice promotes 
the stability of the broader financial system. As described above, the 
LPNC Control currently withholds from each Participant the two largest 
intraday net MMI credits out of all of the MMI credits owed to that 
Participant in order to protect DTC from a Participant breaching its 
Net Debit Cap or having insufficient collateral in the event of a 
reversed because of an RTP. However, withholding the credits makes them 
unavailable to the Participant, which can cause blockage (i.e., the 
failure of a transaction to process because of insufficient liquidity) 
for the Participant. Meanwhile, the RVPNA Control limits a 
Participant's ability to deliver MMI that the Participant is also due 
to receive that day. By preventing Participants from delivering certain 
MMI securities, the RVPNA Control creates blockage.
    Because DTC would no longer process MMI transactions without a 
purchaser's RAD acknowledgement and an IPA's MMI funding 
acknowledgement, as applicable, RTPs and resulting intraday reversals 
no longer present the risk that the LPNC and RVPNA Controls are meant 
to address. As such, DTC would eliminate these controls. This change 
would make available to Participants the intraday credits that were 
previously withheld, which would decrease intraday liquidity blockage 
for the Participant and enable DTC to process MMI transactions earlier. 
Thus, Participants would have less exposure to intraday reversals that 
increase liquidity and settlement risk and a more complete view of 
their actual intraday net debit and credit balances.
    For the above reasons, the Commission believes that the changes 
proposed in the Advance Notice promote robust risk management, promote 
safety and soundness, reduce systemic risks, and support the stability 
of the broader financial system consistent with Section 805(b) of the 
Act.\23\
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    \23\ 12 U.S.C. 5464(b).
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B. Consistency With Rule 17Ad-22(d) of the Exchange Act

    The Commission also believes that the Advance Notice is consistent 
with the Clearing Agency Standards, in particular Rule 17Ad-22(d)(12) 
under the Exchange Act.\24\ Rule 17Ad-22(d)(12) requires DTC to 
establish, implement, maintain and enforce written policies and 
procedures

[[Page 4430]]

reasonably designed to ensure that final settlement occurs no later 
than the end of the settlement day; and require that intraday or real-
time finality be provided where necessary to reduce risks.\25\ Through 
this proposal, DTC would no longer process MMI transactions 
automatically but, rather, would first require an IPA's funding 
acknowledgment and a purchaser's RAD acknowledgment, as applicable. 
Where a funding acknowledgement is provided, DTC would no longer permit 
an RTP, thus eliminating the risk of an intraday reversal of a 
processed MMI transaction. Additionally, the proposal would eliminate 
the LPNC and RVPNA Controls, which would help eliminate the blockage 
caused by the LPNC Control's withholding of Participants' two largest 
net credits for MMI transactions and the RVPNA Control's restriction on 
delivering certain MMI securities. Each of these proposed changes, both 
individually and collectively, would help ensure that final settlement 
occurs at the end of the day. As such, the Commission believes that the 
changes proposed in the Advance Notice are consistent with Rule 17Ad-
22(d)(12) under the Exchange Act.\26\
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    \24\ 17 CFR 240.17Ad-22(d)(12).
    \25\ Id.
    \26\ Id.
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III. Conclusion

    It is therefore noticed, pursuant to Section 806(e)(1)(I) of the 
Payment, Clearing and Settlement Supervision Act,\27\ that the 
Commission does not object to the Advance Notice (SR-DTC-2016-802) and 
that DTC is authorized to implement the proposed change as of the date 
of this notice or the date of an order by the Commission authorizing 
DTC to implement DTC's proposed rule change SR-DTC-2016-008 that is 
consistent with this Advance Notice, whichever is later.
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    \27\ 12 U.S.C. 5465(e)(1)(I).

    By the Commission.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-00625 Filed 1-12-17; 8:45 am]
 BILLING CODE 8011-01-P