Citation: "79 FR 27654"
Document Number: "Release No. 34-72131; File No. SR-NSCC-2014-805"
May 8, 2014.
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 ("Clearing Supervision Act") /1/ and Rule 19b-4(n)(1)(i) under the Securities Exchange Act of 1934, /2/ notice is hereby given that on
FOOTNOTE 1 12 U.S.C. 5465(e)(1). END FOOTNOTE
FOOTNOTE 2 17 CFR 240.19b-4(n)(1)(i). END FOOTNOTE
I. Clearing Agency's Statement of the Terms of Substance of the Advance Notice
NSCC is renewing its 364-day syndicated revolving credit facility ("Renewal"), as more fully described below.
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Advance Notice
In its filing with the Commission, NSCC 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. NSCC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of such statements.
A. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Advance Notice
As part of its liquidity risk management regime, NSCC maintains a 364-day committed revolving line of credit with a syndicate of commercial lenders which is renewed every year. The terms and conditions of the current Renewal will be specified in the Thirteenth Amended and Restated Revolving Credit Agreement, to be dated as of
FOOTNOTE 3 The Renewal Agreement will provide for both DTC and NSCC as borrowers, with an aggregate commitment of
FOOTNOTE 4 Last year, the Commission published notice of no objection to NSCC's advance notice filing with respect to NSCC's renewal beginning on
This agreement and its substantially similar predecessor agreements have been in place since the introduction of same day funds settlement at NSCC. NSCC requires same-day liquidity resources to cover the failure-to-settle of its largest Member or affiliated family of Members. If a Member defaults on its end of day settlement obligations, NSCC may borrow under the line to enable it, if necessary, to fund settlement among non-defaulting Members. Any borrowing would be secured principally by (i) securities deposited by Members in
2. Statutory Basis
The Renewal is consistent with Section 805(b) of the Clearing Supervision Act /6/ and with Commission Rule 17Ad-22(d)(11) /7/ (regarding default procedures) because it mitigates liquidity risk.
FOOTNOTE 6 12 U.S.C. 5461(b).
FOOTNOTE 7 17 CFR 240.17Ad-22(d)(11). END FOOTNOTE
B. Clearing Agency's Statement on Comments on the Advance Notice Received From Members, Participants, or Others
Written comments on the Advance Notice have not yet been solicited or received. NSCC will notify the Commission of any written comments received by NSCC.
C. Advance Notice Filed Pursuant to Section 806(e) of the Payment, Clearing and Settlement Supervision Act
1. Description of Change
The terms and conditions to be specified in the Renewal Agreement are substantially the same as the terms and conditions specified in the Existing Agreement, except that, in order to help protect against concentration risk, an enhancement is being added for a back-up Administrative Agent and Collateral Agent in case the primary Administrative Agent and Collateral Agent is unable to perform its obligations.
2. Anticipated Effect on and Management of Risks
As noted, the committed revolving line of credit is a cornerstone of NSCC risk management and this Renewal is critical to the NSCC risk management infrastructure. The Renewal does not otherwise affect or alter the management of risk at NSCC.
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. NSCC 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 NSCC 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 NSCC in writing that it does not object to the proposed change and authorizes NSCC to implement the proposed change on an earlier date, subject to any conditions imposed by the Commission.
NSCC shall post notice on its Web site 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:
* Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
* Send an email to email@example.com. Please include File No. SR-NSCC-2014-805 on the subject line.
* Send paper comments in triplicate to Secretary,
All submissions should refer to File No. SR-NSCC-2014-805. 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 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
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-NSCC-2014-805 and should be submitted on or before
V. Commission Findings and Notice of No Objection
Although the Clearing Supervision Act does not specify a standard of review for advance notices, the Commission believes that the stated purpose of the Clearing Supervision Act is instructive. /8/ The stated purpose is to mitigate systemic risk in the financial system and promote financial stability by, among other things, promoting uniform risk management standards for SIFMUs. /9/
FOOTNOTE 8 12 U.S.C. 5461(b). END FOOTNOTE
FOOTNOTE 9 Id. END FOOTNOTE
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. /10/ 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:
FOOTNOTE 10 12 U.S.C. 5464(a)(2). END FOOTNOTE
* Promote robust risk management;
* promote safety and soundness;
* reduce systemic risks; and
* support the stability of the broader financial system. /11/
FOOTNOTE 11 12 U.S.C. 5464(b). END FOOTNOTE
The Commission adopted risk management standards under Section 805(a)(2) of the Clearing Supervision Act on
FOOTNOTE 12 Release No. 34-68080 (
FOOTNOTE 13 The Clearing Agency Standards are substantially similar to the risk management standards established by the
FOOTNOTE 14 See 12 U.S.C. 5464(b). END FOOTNOTE
FOOTNOTE 15 See 12 U.S.C. 5464(a). END FOOTNOTE
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 NSCC would be unable to meet payment or settlement obligations in the event of a Member default. Consistent with Section 805(b) of the Clearing Supervision Act, /16/ the Commission believes the proposal promotes robust risk management, as well as the safety and soundness of NSCC's operations, while reducing systemic risks and supporting the stability of the broader financial system, by providing a readily available source of liquidity for NSCC.
FOOTNOTE 16 See 12 U.S.C. 5464(b). END FOOTNOTE
Additionally, Commission Rule 17Ad-22(d)(11), /17/ adopted as part of the Clearing Agency Standards, /18/ 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." /19/ Here, as described above, the renewed credit facility will help NSCC continue to meet its respective obligations in a timely fashion in the event of a Member default, thereby helping to contain losses and liquidity pressures from that default.
FOOTNOTE 17 17 CFR 240.17Ad-22(d)(11). END FOOTNOTE
FOOTNOTE 18 Release No. 34-68080 (
FOOTNOTE 19 17 CFR 240.17Ad-22(d)(11). END FOOTNOTE
Finally, Commission Rule 17Ad-22(b)(3), /20/ also adopted as part of the Clearing Agency Standards, /21/ requires a central counterparty ("CCP"), like NSCC, /22/ to "establish, implement, maintain and enforce written policies and procedures reasonably designed to . . . [m]aintain sufficient financial resources to withstand, at a minimum, a default by the participant family to which it has the largest exposure in extreme but plausible market conditions. . . ." /23/ Here, as described above, NSCC's proposal to enter into a renewed credit facility will help it maintain sufficient financial resources to withstand, at a minimum, a default by an NSCC Member to which NSCC has the largest exposure.
FOOTNOTE 20 17 CFR 240.17Ad-22(b)(3). END FOOTNOTE
FOOTNOTE 21 Release No. 34-68080 (
FOOTNOTE 22 See FSOC Designation, supra note 6. END FOOTNOTE
FOOTNOTE 23 17 CFR 240.17Ad-22(b)(3). END FOOTNOTE
As described in Item III above, Section 806(e)(1)(G) of the Clearing Supervision Act provides that a designated SIFMU 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. /24/ However, Section 806(e)(1)(I) of the Clearing Supervision Act allows the Commission to issue a non-objection prior to the 60th day. /25/ If the Commission chooses to issue no objection prior to the 60th day, it must notify the SIFMU in writing that it does not object and authorize implementation of the change on an earlier date. /26/ If the Commission chooses to object prior to the 60th day, it must similarly notify the SIFMU. /27/
FOOTNOTE 24 See 12 U.S.C. 5465(e)(1)(G). END FOOTNOTE
FOOTNOTE 25 12 U.S.C. 5465(e)(1)(I). END FOOTNOTE
FOOTNOTE 26 Id. END FOOTNOTE
FOOTNOTE 27 12. U.S.C. 5465(e)(1)(E). END FOOTNOTE
In its filing with the Commission, NSCC requested that the Commission notify NSCC, under Section 806(e)(1)(I) of the Clearing Supervision Act, that the Commission has no objection to the Advance Notice no later than
For the reasons stated above, the Commission does not object to the Advance Notice.
It is therefore noticed, pursuant to Section 806(e)(1)(I) of the Clearing Supervision Act, /28/ that the Commission does not object to the change described in advance notice SR-NSCC-2014-805 and that NSCC be and hereby is authorized to implement the change as of the date of this notice.
FOOTNOTE 28 12 U.S.C. 5465(e)(1)(I). END FOOTNOTE
By the Commission.
Kevin M. O'Neill,
[FR Doc. 2014-11035 Filed 5-13-14;
BILLING CODE 8011-01-P
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