Notice2024-29919
Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing of Amendment No. 1 to Advance Notice To Raise Prefunded Liquidity Resources Through the Periodic Issuance and Private Placement of Senior Notes
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 18, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 243 (Wednesday, December 18, 2024)</title>
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[Federal Register Volume 89, Number 243 (Wednesday, December 18, 2024)]
[Notices]
[Pages 102985-102989]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-29919]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101890; File No. SR-DTC-2023-801]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing of Amendment No. 1 to Advance Notice To Raise
Prefunded Liquidity Resources Through the Periodic Issuance and Private
Placement of Senior Notes
December 12, 2024.
On August 15, 2023, The Depository Trust Company (``DTC'') filed
with the Securities and Exchange Commission (``Commission'') advance
notice SR-DTC-2023-801 (``Initial Filing'') pursuant 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 (``Clearing Supervision Act'') \1\ and Rule
19b-4(n)(1)(i) under the Securities Exchange Act of 1934 (``Act'').\2\
The Initial Filing was published for comment in the Federal Register on
August 31, 2023.\3\ The Commission has received comment on the Initial
Filing.\4\ Notice is hereby given that on December 3, 2024, DTC filed
with the Commission Amendment No. 1 to the Initial Filing as described
in Items I, II and III below, which Items have been prepared by the
clearing agency. This Amendment No. 1 supersedes and replaces the
Initial Filing in its entirety. The Commission is publishing this
notice to solicit comments on Amendment No. 1 from interested persons.
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\1\ 12 U.S.C. 5465(e)(1).
\2\ 17 CFR 240.19b-4(n)(1)(i).
\3\ Securities Exchange Act Release No. 98227 (Aug. 25, 2023),
88 FR 60251 (Aug. 31, 2023).
\4\ Comments on the Initial Filing are available at <a href="https://www.sec.gov/comments/sr-dtc-2023-801/srdtc2023801.htm">https://www.sec.gov/comments/sr-dtc-2023-801/srdtc2023801.htm</a>.
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I. Clearing Agency's Statement of the Terms of Substance of the Advance
Notice
Pursuant to the Clearing Supervision Act \5\ and Rule 19b-
4(n)(1)(i) under the Act,\6\ DTC is filing this Amendment No. 1 to
advance notice SR-DTC-2023-801 \7\ in connection with a proposal to
raise prefunded liquidity resources through the periodic issuance and
private placement of senior notes (``Debt Issuance''). The proceeds
from the Debt Issuance would supplement DTC's existing default
liquidity risk management resources, as described in greater detail
below.
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\5\ 12 U.S.C. 5465(e)(1).
\6\ 17 CFR 240.19b-4(n)(1)(i).
\7\ See Securities Exchange Act Release No. 98227 (Aug. 25,
2023), 88 FR 60251 (Aug. 31, 2023) (SR-DTC-2023-801).
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Advance Notice
In its filing with the Commission, the clearing agency 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. The clearing agency has prepared summaries, set forth in
sections A and B below, of the most significant aspects of such
statements.
(A) Clearing Agency's Statement on Comments on the Advance Notice
Received From Members, Participants, or Others
Written comments on the advance notice have not been solicited or
received. DTC will notify the Commission of any written comments
received by DTC. If any written comments are received by DTC, they will
be publicly filed as an Exhibit 2 to this filing.
Persons submitting comments are cautioned that, the Commission does
not edit personal identifying information from comment submissions.
Commenters should submit only information that they wish to make
available publicly, including their name, email address, and any other
identifying information.
All prospective commenters should follow the Commission's
instructions on how to submit comments, available at <a href="http://www.sec.gov/regulatory-actions/how-to-submit-comments">www.sec.gov/regulatory-actions/how-to-submit-comments</a>. General questions regarding
the rule filing process or logistical questions regarding this filing
should be directed to the Main Office of the Commission's Division of
Trading and Markets at <a href="/cdn-cgi/l/email-protection#a5d1d7c4c1cccbc2c4cbc1c8c4d7cec0d1d6e5d6c0c68bc2cad3"><span class="__cf_email__" data-cfemail="1165637075787f76707f757c70637a746562516274723f767e67">[email protected]</span></a> or 202-551-5777.
DTC reserves the right not to respond to any comments received.
(B) Advance Notice Filed Pursuant to Section 806(e) of the Clearing
Supervision Act
Description of Proposed Change
DTC is proposing to raise prefunded liquidity through the periodic
issuance and private placement of senior notes to qualified
institutional investors in an aggregate amount not to exceed $3
billion, as described in greater detail below. The proceeds of the Debt
Issuance would supplement DTC's qualifying liquidity resources, which
are described in the Clearing Agency Liquidity Risk Management
Framework (``Framework'') \8\ and include cash deposits to its
Participants Fund and cash that would be obtained by drawing upon DTC's
committed 364-day credit facility with a consortium of banks (``Line of
Credit'').\9\
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\8\ See Securities Exchange Act Release Nos. 82377 (Dec. 21,
2017), 82 FR 61617 (Dec. 28, 2017) (SR-DTC-2017-004; SR-FICC-2017-
008; SR-NSCC-2017-005). Following the completion of the initial
issuance and private placement of senior notes, the Clearing
Agencies would file a proposed rule change to amend the Framework to
include the proceeds of the Debt Issuance as an additional
qualifying liquidity resource of DTC.
\9\ Capitalized terms not defined herein are defined in the
Rules, By-Laws and Organization Certificate of DTC (``Rules'')
available at www.dtcc.com/~/media/Files/Downloads/legal/rules/
dtc_rules.pdf. See also Securities Exchange Act Release No. 80605
(May 5, 2017), 82 FR 21850 (May 10, 2017) (SR-DTC-2017-802; SR-NSCC-
2017-802).
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[[Page 102986]]
More precisely, while the specific terms of any future Debt
Issuance would depend on a number of factors, as described in greater
detail below, DTC is requesting the authority to use the proceeds of
any Debt Issuance as default liquidity.\10\
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\10\ In addition to default liquidity, DTC may use the proceeds
of a Debt Issuance to prepay a prior Debt Issuance before maturity
but would not use the proceeds for any other purpose. DTC filed as a
confidential exhibit to this filing a sample term sheet that may be
indicative of the possible terms of any future Debt Issuance.
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DTC, along with its affiliates, National Securities Clearing
Corporation (``NSCC'') and Fixed Income Clearing Corporation (``FICC,''
and, together with NSCC and DTC, the ``Clearing Agencies''), maintain
the Framework which sets forth the manner in which DTC measures,
monitors and manages the liquidity risks that arise in or are borne by
it.\11\ DTC's liquidity risk management strategy and tools are designed
to maintain sufficient available liquid resources to complete system-
wide settlement on each business day, with a high degree of confidence
and notwithstanding the failure to settle of the Participant, or
affiliated family of Participants, with the largest settlement
obligation.\12\
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\11\ Supra note 6. Each of the Clearing Agencies is a wholly
owned subsidiary of The Depository Trust & Clearing Corporation,
which operates on a shared service model with respect to the
Clearing Agencies. Most corporate functions are established and
managed on an enterprise-wide basis pursuant to intercompany
agreements under which it is generally DTCC that provides relevant
services to the Clearing Agencies.
\12\ Id.
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The proposed Debt Issuance would provide DTC with an additional
source of default liquidity, which would allow it to (a) diversify its
sources of default liquidity, including the concentration of liquidity
providers, and (b) mitigate risks to DTC that it is unable to secure
default liquidity resources in an amount necessary to meet its
liquidity needs. DTC utilizes certain rules-based tools, including the
Net Debit Cap and the Collateral Monitor, to manage the liquidity risks
its Participants' present to it.\13\ These two controls work together
to protect the DTC settlement system in the event of a Participant
default. The Collateral Monitor requires net debit settlement
obligations, as they accrue intraday, to be fully collateralized and
the Net Debit Cap limits the amount of any Participant's net debit
settlement obligation to an amount that can be satisfied with DTC's
default liquidity resources.
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\13\ A description of the calculation of each Participant's Net
Debit Cap and Collateral Monitor is available in the Settlement
Service Guide. See DTC Settlement Service Guide, available at
<a href="http://www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Settlement.pdf">www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Settlement.pdf</a>.
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As stated above, DTC currently maintains two key default liquidity
resources to draw upon in the event of a Participant default: cash
deposits to its Participants Fund and cash that would be obtained by
drawing upon the Line of Credit.\14\ By allowing DTC to diversify its
sources of default liquidity, the proposal would allow DTC flexibility
in the number of resources it has at its disposal, as well as which
resources it accesses and at what levels when it has a liquidity need.
Diversification mitigates the risk, for example, that DTC is unable to
renew its Line of Credit, which is renewed annually and dependent on
continued lender interest, at the targeted amount by providing DTC with
an alternative and supplemental source of default liquidity.
Additionally, diversification of DTC's sources of default liquidity
would provide DTC with the flexibility needed to properly manage
anticipated changes to its liquidity needs, thereby allowing DTC to
optimize its liquidity resources in line with its liquidity needs.
Lastly, allowing DTC to mitigate the risk that it is unable to secure
default liquidity resources in an amount necessary to meet its
liquidity needs, supports DTC's liquidity risk management strategy.
Therefore, providing additional certainty, stability, and safety to
DTC, its Participants, and the U.S. markets that it serves.
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\14\ Under DTC Rule 10 (Discretionary Termination) and DTC Rule
11 (Mandatory Termination), a Participant will be in default if it
fails to pay any amount due to DTC within specified timeframes,
including the failure to fund a settlement obligation, to pay
required deposits to the Participants Fund or to pay adequate
assurances to DTC within the required timeframes. See supra note 7.
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Terms of the Debt Issuance. The timing of a Debt Issuance would
depend on a number of factors, including, for example, market
conditions for the issuance of senior notes and the timing of any
changes to DTC's liquidity needs. However, when it determines to do so
it would engage a trustee and underwriting banks to issue the senior
notes to qualified institutional investors through a private placement
and offering in reliance on an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933.\15\ DTC would be party
to certain transaction documents in connection with each issuance and
private placement, including an indenture with the trustee and purchase
agreements. The purchase agreements would each be based on the standard
form of dealer agreement for similar debt issuances, which is published
by the Securities Industry and Financial Markets Association.
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\15\ 15 U.S.C. 77d(a)(2).
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While the anticipated material terms and conditions of a future
Debt Issuance are summarized below, the actual terms of a future Debt
Issuance would depend on a number of factors, including DTC's liquidity
needs and the debt market conditions at the time of issuance.
Therefore, with the exception of the authorized aggregate amount that
DTC may issue of $3 billion, the anticipated terms summarized below are
reasonable estimates, but may not reflect the actual terms of a future
Debt Issuance.
DTC is proposing to issue up to an aggregate amount of $3 billion
in senior notes, as DTC deems reasonable, or as necessitated by
liquidity needs. While, at the time of this filing, DTC would not need
to issue up to the aggregate amount of $3 billion based on its current
liquidity requirements, DTC believes that is advisable to authorize up
to this aggregate amount in order to help manage its potential future
liquidity needs and the potential risk that it is not able to obtain
the requisite amounts from its other sources of default liquidity.
The senior notes would be represented by unsecured, unsubordinated
and non-convertible medium-term and long-term global notes held in the
name of DTC (as the central securities depository) or its nominee, Cede
& Co. The notes would be issued and transferred only through the book-
entry system of DTC. The senior notes would be interest bearing at
either fixed or floating interest rates that are set at market rates
customary for such type of debt and reflective of the creditworthiness
of DTC.
DTC expects the average maturity of the senior notes issued under
the Debt Issuance would be no shorter than approximately two years and
no longer than approximately ten years, which are the typical lengths
of medium-term and long-term debt. DTC does not believe maturities over
ten years would be suitable as debt with longer maturities are
generally more expensive to issue and may present higher risks related
to interest rates. DTC would time each debt issuance and stagger
maturity dates of each issuance in order to ladder the maturities. DTC
would have the ability to make use of optional features to redeem the
issued senior notes, in whole or in part, at any time prior to the
maturity date of notes. More specifically, DTC would have the option to
prepay any amount of principal owed on the issued senior notes before
such
[[Page 102987]]
payment is due, i.e., before the maturity date.
DTC would hold the proceeds from the Debt Issuance in either its
cash deposit account at the Federal Reserve Bank of New York
(``FRBNY'') or in accounts at other creditworthy financial institutions
in accordance with the Clearing Agency Investment Policy.\16\ These
amounts would be available to draw to complete settlement as needed.
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\16\ See Securities Exchange Act Release Nos. 79528 (Dec. 12,
2016), 81 FR 91232 (Dec. 16, 2016) (SR-DTC-2016-007, SR-FICC-2016-
005, SR-NSCC-2016-003); 84949 (Dec. 21, 2018), 83 FR 67779 (Dec. 31,
2018) (SR-DTC-2018-012, SR-FICC-2018-014, SR-NSCC-2018-013).
Following the issuance of a Notice of No Objection by the Commission
of this proposal, the Clearing Agencies would file a proposed rule
change to amend the Clearing Agency Investment Policy to include the
proceeds as default liquidity funds, within the definition of
``Investable Funds,'' as such term is defined therein, and provide
that such amounts would be held in bank deposits at eligible
commercial banks or at DTC's cash deposit account at the FRBNY.
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DTC Liquidity Risk Management. DTC's liquidity needs for settlement
are driven by protecting DTC against the possibility that a Participant
may fail to pay its settlement obligations on a business day. The tools
available to DTC under its Rules (e.g., the Participants Fund, Net
Debit Cap and Collateral Monitor) allow it to regularly test the
sufficiency of liquid resources on an intraday and end-of-day basis and
adjust to stressed circumstances during a settlement day to protect
itself and Participants against liquidity exposure under normal and
stressed market conditions.\17\ DTC calculates its liquidity needs per
Participant (at a legal entity level) and further aggregates these
amounts at a family level (that is, including all affiliated
Participants, based on the assumption that all such affiliates may fail
simultaneously). In this regard, DTC monitors settlement flows and net-
debit obligations on a daily basis, determines the appropriateness of
each Participant's Net Debit Cap and monitors net settlement activity.
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\17\ Supra note 6.
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As noted above, the Framework describes DTC's liquidity risk
management strategy, which is designed to maintain sufficient liquid
resources to complete system-wide settlement on each business day, with
a high degree of confidence and notwithstanding the failure to settle
of the Participant, or affiliated family of Participants, with the
largest settlement obligation.\18\ The Framework also describes how DTC
meets its requirement to hold qualifying liquid resources, as such term
is defined in Rule 17ad-22(a)(14) under the Act,\19\ sufficient to meet
its minimum liquidity resource requirement in each relevant currency
for which it has payment obligations owed to its Participants. DTC
considers each of its existing default liquidity resources to be
qualifying liquid resources, and the proceeds from the Debt Issuance
would also be default liquidity that is considered a qualifying liquid
resource.
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\18\ Supra note 7.
\19\ 17 CFR 240.17ad-22(a)(14).
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The proceeds from the Debt Issuance would provide DTC with
additional, prefunded, and readily available qualifying liquid
resources to be used to complete system-wide settlement if a
Participant defaults. For DTC, the Participants Fund, Net Debit Cap and
Collateral Monitor tools work together to limit potential liquidity
requirements in default scenarios both on an intra-day and end-of-day
basis. So, while DTC's current available liquidity resources are
sufficient to satisfy the single-largest family default under stressed
but plausible conditions, the Debt Issuance would allow DTC to
diversify its sources of default liquidity and mitigate risks to DTC
that it is unable to secure default liquidity resources in an amount
necessary to meet its liquidity needs. More specifically, the proposal
would provide DTC with the flexibility to reduce its reliance on the
Line of Credit, which is renewed annually and dependent on continued
lender interest and meet any increased liquidity needs it may face in
the future. As a source of prefunded, default liquidity, the Debt
Issuance would provide additional certainty, stability, and safety to
DTC, its Participants, and the U.S. markets that it serves.
By diversifying DTC's sources of qualifying liquid resources, the
Debt Issuance could also mitigate concentration risks related to its
liquidity providers. More specifically, while DTC would not limit the
potential qualified institutional investors that purchase senior notes
and therefore, is not able to ensure that the Debt Issuance would
reduce concentration risk, the types of entities who typically invest
in senior notes (for example, insurance companies, asset managers and
pension funds) are generally not Participants of DTC or lenders under
the Line of Credit. Therefore, the prospective investors in the senior
notes are not expected to be the same firms that currently provide any
material amount of default liquidity resources to DTC either through
the Line of Credit, or as DTC Participants. In this way, the proposed
Debt Issuance would reduce the concentration risk related to its
liquidity providers, by reducing the likelihood that an impairment of a
liquidity provider to perform under one qualifying liquid resource
would impact DTC's ability to fully access its other qualifying liquid
resources.
Anticipated Effect on and Management of Risk
In connection with its role as a central securities depository
(``CSD''), DTC provides for both the settlement of book-entry transfer
and pledge of interests in eligible deposited securities and net funds
settlement. A financially strong and well-managed, well-designed CSD,
with appropriate risk management arrangements, can reduce the risk
faced by participants, contributing to the goal of systemic financial
stability. In order to sufficiently perform this role, it is critical
that DTC has access to adequate liquidity resources to enable it to
complete system-wide settlement every business day, including following
a Participant default. DTC believes that the overall impact of the
proposed Debt Issuance on risks presented by DTC would be to reduce the
liquidity risks associated with DTC's net settlement obligations by
providing it with an additional source of liquidity to complete system-
wide settlement in the event of a Participant default. DTC further
believes that a reduction in its liquidity risk would reduce systemic
risk and would have a positive impact on the safety and soundness of
the wider financial system.
While the proposed Debt Issuance, like any liquidity resource,
would involve certain risks, most of these risks are standard in any
debt issuance. One risk associated with the proposed Debt Issuance
would be the risk that DTC does not have sufficient funds to repay
issued senior notes when the notes mature. DTC believes that this risk
is extremely remote, as the proceeds of the Debt Issuance would be used
only in the event of a Participant default, and DTC would replenish
that cash, as it would replenish any of its liquidity resources that
are used to facilitate settlement in the event of a Participant
default, with the proceeds of the close out of that defaulted
Participant's portfolio. This notwithstanding, in the event that
proceeds from the close out are insufficient to fully repay a liquidity
borrowing, then DTC would look to its loss waterfall to repay any
outstanding liquidity borrowings.\20\ DTC would further mitigate this
risk through the timing of each debt issuance and by staggering the
maturity dates of the
[[Page 102988]]
issued senior notes in a way that would provide DTC with time to
complete the close out of a defaulted Participant's portfolio. A second
risk is that DTC may be unable to issue new senior notes as issued
notes mature due to, for example, stressed markets at the time the
issued debt matures. This risk is mitigated by the fact that DTC
maintains a number of different default liquidity resources, described
above, and would not depend on the Debt Issuance as its sole source of
liquidity.
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\20\ See Rule 4 (Participants Fund and Participants Investment)
of the Rules, supra note 7.
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DTC may be exposed to interest rate risk, which is the risk that a
change in interest rates could cause an increase to the net cost of
carry of the Debt Issuance.\21\ DTC would mitigate this risk by issuing
senior notes at different maturities and at both fixed interest rates
and floating interest rates. The interest rates for the senior notes
issued at floating interest rates would generally correlate with the
rates on investments of those proceeds and would be expected to result
in a largely stable net spread between the borrowing interest rate and
the investment interest rate, mitigating this risk. For the senior
notes issued with a fixed interest rate, DTC would consider interest
rate swaps as a method to mitigate interest rate risk, depending on
market environment at that time.
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\21\ The ``net cost of carry'' generally refers to the
difference between the interest earned on the invested proceeds of
an issuance and the interest rate paid on that issuance.
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DTC could also face a related financial risk that the expense of a
Debt Issuance exceeds DTC's income and may have a negative impact on
DTC's financial health or its creditworthiness. DTC would mitigate this
risk by evaluating the expected net cost of carry (discussed above) of
a Debt Issuance prior to issuing any debt, and if the financing costs
for the issuance of senior notes increase, such that it is not
financially advisable to issue additional senior notes, then DTC may
determine to use its alternative liquidity resources to meet its
liquidity needs during those market conditions.
DTC believes that the significant systemic risk mitigation benefits
of providing DTC with additional, prefunded liquidity resources
outweigh these risks.
Consistency With Clearing Supervision Act
DTC believes that that proposal would be consistent with Title VIII
of the Dodd-Frank Wall Street Reform and Consumer Protection Act
entitled the Payment, Clearing, and Settlement Supervision Act of 2010
(``Clearing Supervision Act''), specifically with the risk management
objectives and principles of Section 802(b)(1), and with certain of the
risk management standards adopted by the Commission pursuant to Section
805(a)(2), for the reasons described below.\22\
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\22\ 12 U.S.C. 5464(a)(2) and (b)(1).
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(i) Consistency With Section 805(b)(1) of the Clearing Supervision Act
Although the Clearing Supervision 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.\23\
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\23\ 12 U.S.C. 5464(b)(1).
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DTC believes the proposal is consistent with Section 805(b)(1) of
the Clearing Supervision Act because it would support the mitigation of
systemic risk in the financial system and promote financial stability
in the event of a Participant default by strengthening DTC's liquidity.
The proposed Debt Issuance is designed to reduce DTC's liquidity risks
by providing it with an additional source of liquidity to complete
system-wide settlement in the event of a Participant default. By
supplementing DTC's existing default liquidity resources with prefunded
liquidity, the proposal would contribute to DTC's goal of assuring that
DTC has adequate liquidity resources to meet its settlement obligations
notwithstanding the default of any of its Participants.
In its critical role as a CSD, DTC provides for both the settlement
of book-entry transfer and pledge of interests in eligible deposited
securities and net funds settlement. In order to sufficiently perform
this role, it is critical that DTC has access to adequate liquidity
resources to enable it to complete system-wide settlement every
business day, including following a Participant default. Therefore, a
reduction in DTC's liquidity risk would reduce systemic risk and would
have a positive impact on the safety and soundness of the wider
financial system.
As a result, DTC believes the proposed Debt Issuance would be
consistent with the objectives and principles of Section 805(b)(1) of
the Clearing Supervision Act, which specify the promotion of robust
risk management, promotion of safety and soundness, reduction of
systemic risks and support of the stability of the broader financial
system by, among other things, strengthening the liquidity of
systemically important financial market utilities, such as DTC.\24\
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\24\ 12 U.S.C. 5464(b)(1).
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(ii) Consistency With Rule 17ad-22(e)(7)(i) and (ii) Under the Act
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,
like DTC, and financial institutions engaged in designated activities
for which the Commission is the supervisory agency or the appropriate
financial regulator.\25\ The Commission has accordingly adopted risk
management standards under Section 805(a)(2) of the Clearing
Supervision Act \26\ and Section 17A of the Act (``Covered Clearing
Agency Standards'').\27\ The Covered Clearing Agency Standards require
covered 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.\28\
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\25\ 12 U.S.C. 5464(a)(2).
\26\ Id.
\27\ 17 CFR 240.17ad-22(e).
\28\ Id.
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DTC believes that the proposed Debt Issuance is consistent with
Rule 17ad-22(e)(7)(i) and (ii) of the Covered Clearing Agency Standards
for the reasons described below.\29\
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\29\ 17 CFR 240.17ad-22(e)(7)(i), (ii).
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Rule 17ad-22(e)(7)(i) under the Act requires that DTC establish,
implement, maintain and enforce written policies and procedures
reasonably designed to maintain sufficient liquid resources at the
minimum in all relevant currencies to effect same-day and, where
appropriate, intraday and multiday settlement of payment obligations
with a high degree of confidence under a wide range of foreseeable
stress scenarios that includes, but is not limited to, the default of
the participant family that would generate the largest aggregate
payment obligation for the covered clearing agency in extreme but
plausible market conditions.\30\ Rule 17ad-22(e)(7)(ii) under the Act
requires that DTC establish, implement, maintain and enforce written
policies and procedures reasonably designed to hold qualifying liquid
resources sufficient to meet the minimum liquidity resource requirement
under Rule 17ad-22(e)(7)(i)
[[Page 102989]]
in each relevant currency for which DTC has payment obligations owed to
its Participants.\31\
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\30\ 17 CFR 240.17ad-22(e)(7)(i).
\31\ 17 CFR 240.17ad-22(e)(7)(ii). For purposes of this Rule,
``qualifying liquid resources'' are defined in Rule 17ad-22(a)(14)
as including, in part, cash held either at the central bank of issue
or at creditworthy commercial banks. 17 CFR 240.17ad-22(a)(14).
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As described above, the proposed Debt Issuance would provide DTC
with an additional resource of prefunded default liquidity, which it
would use to complete system-wide settlement every business day,
including following a Participant default. The proceeds of the Debt
Issuance would be cash held by DTC at either its cash deposit account
at the FRBNY or at a creditworthy commercial bank, pursuant to the
Clearing Agency Investment Policy.\32\ Therefore, the proceeds of the
Debt Issuance would be considered a qualifying liquid resource, as
defined by Rule 17ad-22(a)(14).\33\ As such, the proposed Debt Issuance
would support DTC's ability to hold sufficient qualifying liquid
resources to meet its minimum liquidity resource requirement under Rule
17ad-22(e)(7)(i) under the Act.\34\
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\32\ Supra note 14.
\33\ 17 CFR 240.17ad-22(a)(14).
\34\ 17 CFR 240.17ad-22(e)(7)(i).
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For these reasons, DTC believes the proposal would support DTC's
compliance with Rule 17ad-22(e)(7)(i) and (ii) under the Act by
providing it with an additional qualifying liquid resource.\35\
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\35\ 17 CFR 240.17ad-22(e)(7)(i), (ii).
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III. Date of Effectiveness of the Advance Notice, and Timing for
Commission Action
The proposed change may be implemented if the Commission does not
object to the proposed change within 60 days of the later of (i) the
date that the proposed change was filed with the Commission or (ii) the
date that any additional information requested by the Commission is
received. The clearing agency shall not implement the proposed change
if the Commission has any objection to the proposed change.
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. A proposed change may be implemented in less than 60
days from the date the advance notice is filed, or the date further
information requested by the Commission is received, 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.
The clearing agency shall post notice on its website of proposed
changes that are implemented.
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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>);
or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#047671686129676b6969616a7077447761672a636b72"><span class="__cf_email__" data-cfemail="7103041d145c121e1c1c141f0502310214125f161e07">[email protected]</span></a>. Please include
File Number SR-DTC-2023-801 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-DTC-2023-801. 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 internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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 website 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 a.m. and 3 p.m.
Copies of the filing also will be available for inspection and copying
at the principal office of DTC and on DTCC's website (<a href="http://www.dtcc.com/legal/sec-rule-filings">www.dtcc.com/legal/sec-rule-filings</a>).
Do not include personal identifiable information in submissions;
you should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to File Number SR-DTC-2023-801 and should
be submitted on or before January 8, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\36\
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\36\ 17 CFR 200.30-3(a)(91).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-29919 Filed 12-17-24; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on December 18, 2024.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.