Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Clarify That Federal Reserve Banks, Central Counterparties, and Central Securities Depositories Shall Not Be Considered Either “Mandatory Purchaser Participants” or “Voluntary Purchaser Participants”, 70250-70251 [2014-27842]

Download as PDF 70250 Federal Register / Vol. 79, No. 227 / Tuesday, November 25, 2014 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.33 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–27839 Filed 11–24–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73644; File No. SR–NSCC– 2014–10] Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Clarify That Federal Reserve Banks, Central Counterparties, and Central Securities Depositories Shall Not Be Considered Either ‘‘Mandatory Purchaser Participants’’ or ‘‘Voluntary Purchaser Participants’’ November 19, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on November 12, 2014, National Securities Clearing Corporation (‘‘NSCC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II and III below, which Items have been prepared by NSCC. NSCC filed the proposed rule change pursuant to Section 19(b)(3)(A) 3 of the Act and Rule 19b–4(f)(1) 4 thereunder. The proposed rule change was effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. wreier-aviles on DSK4TPTVN1PROD with NOTICES I. Clearing Agency’s Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change consists of amendments to Rule 64 Rules & Procedures (‘‘Rules’’) of NSCC in order to clarify that Federal Reserve Banks, central counterparties, and central securities depositories shall not be considered either ‘‘Mandatory Purchaser Participants’’ or ‘‘Voluntary Purchaser Participants’’ as such terms are defined therein, as more fully described below. 33 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b–4(f)(1). 1 15 VerDate Sep<11>2014 14:41 Nov 24, 2014 II. Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, NSCC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. 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 Proposed Rule Change 1. Purpose Pursuant to the Third Amended and Restated Shareholders Agreement, dated as of December 7, 2005 (‘‘Shareholders Agreement’’), by and among The Depository Trust & Clearing Corporation (‘‘DTCC’’), The Depository Trust Company (‘‘DTC’’), NSCC, Fixed Income Clearing Corporation (‘‘FICC’’) and the other parties thereto, and NSCC Rule 64: (1) Members (as such term is defined in the Rules 5) other than non-U.S. based central securities depositories are required to be ‘‘Mandatory Purchaser Participants’’ (as such term is defined in Rule 64) and be parties to the Shareholders Agreement; (2) users whose use of NSCC is more limited and does not include the guaranteed services, i.e., Fund Members, Insurance Carrier/Retirement Services Members, Municipal Comparison Only Members, and Mutual Fund/Insurance Services Members (as such terms are defined in the Rules), are permitted, but not required, to purchase and own shares of DTCC common stock (‘‘Common Shares’’) and be parties to the Shareholders Agreement; and (3) all other users i.e., Data Services Only Members, Commission Billing Members, Settling Bank Only Members, Investment Manager/Agent Members, TPP Members, TPA Members, AIP Members, and AIP Settling Bank Only Members (as such terms are defined in the Rules), are not permitted to purchase and own Common Shares or be parties to the Shareholders Agreement. NSCC is proposing to amend Rule 64, as marked on Exhibit 5 hereto, in order to make clear Federal Reserve Banks, central counterparties, and central securities depositories shall not be considered either Mandatory Purchaser Participants or Voluntary Purchaser 5 NSCC’s Rules are available at http://dtcc.com/ legal/rules-and-procedures.aspx. Jkt 235001 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 Participants (as such terms are defined in Rule 64). NSCC has interpreted Rule 64 to exclude from its provisions: (1) Federal Reserve Banks, because it was never intended that such governmental authorities should be required to own shares in DTCC notwithstanding that they may use certain services of NSCC; and (2) central counterparties and central securities depositories, because link arrangements between NSCC and these entities are for the purpose of extending clearing agency services across borders or among closely related activities and products, but not for ownership purposes. 2. Statutory Basis The proposed rule change is consistent with the Act, and the rules and regulations thereunder, in particular Section 17A(b)(3)(C) which requires that the rules of NSCC ‘‘assure a fair representation of its shareholders (or members) and participants in the selection of its directors and administration of its affairs . . . [and the Commission] may determine that the representation of participants is fair if they are afforded a reasonable opportunity to acquire voting stock of the clearing agency, directly or indirectly, in reasonable proportion to their use of such clearing agency.’’ 6 NSCC implements and meets this requirement through NSCC Rule 64, which afford NSCC’s Members a reasonable opportunity to acquire voting stock indirectly in the clearing agency in reasonable proportion to their use of the clearing agency.7 The proposed rule change constitutes a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of this existing rule. (B) Clearing Agency’s Statement on Burden on Competition The proposed rule change will not have any impact, or impose any burden, on competition. (C) Clearing Agency’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not yet been solicited or received. NSCC will notify 6 15 U.S.C. 78q–1(b)(3)(C). Commission orders approving NSCC and DTC’s rule filings which implemented the current stock ownership structure that satisfies the fair representation requirements. Securities Exchange Act Release No. 41800 (August 27, 1999), 64 FR 48694 (September 7, 1999) (SR–NSCC–1999–10); and Securities Exchange Act Release No. 41786 (August 24, 1999), 64 FR 47882 (September 1, 1999) (SR–DTC–1999–17). 7 See E:\FR\FM\25NON1.SGM 25NON1 Federal Register / Vol. 79, No. 227 / Tuesday, November 25, 2014 / Notices the Commission of any written comments received by NSCC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) 8 of the Act and paragraph (f) of Rule 19b–4 9 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: wreier-aviles on DSK4TPTVN1PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NSCC–2014–10 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC, 20549–1090. All submissions should refer to File Number SR–NSCC–2014–10. 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 proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change 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 the filing also will be available for inspection and copying at the principal office of NSCC and on NSCC’s Web site at http://dtcc.com/legal/sec-rulefilings.aspx. 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 Number SR–NSCC– 2014–10 and should be submitted on or before December 16, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–27842 Filed 11–24–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73645; File No. SR–ICEEU– 2014–22] Self-Regulatory Organizations; ICE Clear Europe Limited; Notice of Filing of Proposed Rule Change Relating to ICE Clear Europe Board Risk Committee November 18, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on November 10, 2014, ICE Clear Europe Limited (‘‘ICE Clear Europe’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared primarily by ICE Clear Europe. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The principal purpose of the proposed changes is to establish a risk committee (the ‘‘Board Risk Committee’’) which would advise the ICE Clear Europe Board (the ‘‘Board’’) on certain clearing house-wide risk management matters. 10 17 8 15 9 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f). VerDate Sep<11>2014 14:41 Nov 24, 2014 Jkt 235001 PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 70251 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, ICE Clear Europe included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. ICE Clear Europe has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of these statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change (a) Purpose The purpose of the amendments is for ICE Clear Europe to establish the Board Risk Committee. Establishment of the Board Risk Committee is required under Article 28 of the European Market Infrastructure Regulation (‘‘EMIR’’),3 which will apply to ICE Clear Europe as an authorized central counterparty. The Board Risk Committee will advise the Board with respect to various firm-wide risk management matters, with the goal of enabling the Board to ensure that ICE Clear Europe (i) implements and maintains agreed risk management procedures, processes and controls, (ii) provides appropriate access to participation in its clearing services and (iii) appropriately considers the interests of non-clearing member users of cleared products, including with respect to account segregation and collateral protection. The activities of the Board Risk Committee will relate to all categories of products cleared at ICE Clear Europe, and are in addition to ICE Clear Europe’s existing product-specific risk committees (F&O, CDS and FX). Pursuant to its terms of reference, the Board Risk Committee will report directly to the Board and receive and review all recommendations from each of the product-specific risk committees. The Board Risk Committee will undertake at least annual reviews of business risk mitigation procedures and controls and will have oversight of all risks facing ICE Clear Europe, including counterparty credit risk (across all clearing services) and non-counterparty credit risk matters, such as operational and liquidity risk. The Board Risk Committee will also advise the Board 3 Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. E:\FR\FM\25NON1.SGM 25NON1

Agencies

[Federal Register Volume 79, Number 227 (Tuesday, November 25, 2014)]
[Notices]
[Pages 70250-70251]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-27842]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73644; File No. SR-NSCC-2014-10]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Notice of Filing and Immediate Effectiveness of Proposed 
Rule Change To Clarify That Federal Reserve Banks, Central 
Counterparties, and Central Securities Depositories Shall Not Be 
Considered Either ``Mandatory Purchaser Participants'' or ``Voluntary 
Purchaser Participants''

November 19, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on November 12, 2014, National Securities Clearing Corporation 
(``NSCC'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II 
and III below, which Items have been prepared by NSCC. NSCC filed the 
proposed rule change pursuant to Section 19(b)(3)(A) \3\ of the Act and 
Rule 19b-4(f)(1) \4\ thereunder. The proposed rule change was effective 
upon filing with the Commission. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(1).
---------------------------------------------------------------------------

I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change consists of amendments to Rule 64 Rules & 
Procedures (``Rules'') of NSCC in order to clarify that Federal Reserve 
Banks, central counterparties, and central securities depositories 
shall not be considered either ``Mandatory Purchaser Participants'' or 
``Voluntary Purchaser Participants'' as such terms are defined therein, 
as more fully described below.

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, NSCC included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. 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 Proposed Rule Change

1. Purpose
    Pursuant to the Third Amended and Restated Shareholders Agreement, 
dated as of December 7, 2005 (``Shareholders Agreement''), by and among 
The Depository Trust & Clearing Corporation (``DTCC''), The Depository 
Trust Company (``DTC''), NSCC, Fixed Income Clearing Corporation 
(``FICC'') and the other parties thereto, and NSCC Rule 64: (1) Members 
(as such term is defined in the Rules \5\) other than non-U.S. based 
central securities depositories are required to be ``Mandatory 
Purchaser Participants'' (as such term is defined in Rule 64) and be 
parties to the Shareholders Agreement; (2) users whose use of NSCC is 
more limited and does not include the guaranteed services, i.e., Fund 
Members, Insurance Carrier/Retirement Services Members, Municipal 
Comparison Only Members, and Mutual Fund/Insurance Services Members (as 
such terms are defined in the Rules), are permitted, but not required, 
to purchase and own shares of DTCC common stock (``Common Shares'') and 
be parties to the Shareholders Agreement; and (3) all other users i.e., 
Data Services Only Members, Commission Billing Members, Settling Bank 
Only Members, Investment Manager/Agent Members, TPP Members, TPA 
Members, AIP Members, and AIP Settling Bank Only Members (as such terms 
are defined in the Rules), are not permitted to purchase and own Common 
Shares or be parties to the Shareholders Agreement.
---------------------------------------------------------------------------

    \5\ NSCC's Rules are available at http://dtcc.com/legal/rules-and-procedures.aspx.
---------------------------------------------------------------------------

    NSCC is proposing to amend Rule 64, as marked on Exhibit 5 hereto, 
in order to make clear Federal Reserve Banks, central counterparties, 
and central securities depositories shall not be considered either 
Mandatory Purchaser Participants or Voluntary Purchaser Participants 
(as such terms are defined in Rule 64). NSCC has interpreted Rule 64 to 
exclude from its provisions: (1) Federal Reserve Banks, because it was 
never intended that such governmental authorities should be required to 
own shares in DTCC notwithstanding that they may use certain services 
of NSCC; and (2) central counterparties and central securities 
depositories, because link arrangements between NSCC and these entities 
are for the purpose of extending clearing agency services across 
borders or among closely related activities and products, but not for 
ownership purposes.
2. Statutory Basis
    The proposed rule change is consistent with the Act, and the rules 
and regulations thereunder, in particular Section 17A(b)(3)(C) which 
requires that the rules of NSCC ``assure a fair representation of its 
shareholders (or members) and participants in the selection of its 
directors and administration of its affairs . . . [and the Commission] 
may determine that the representation of participants is fair if they 
are afforded a reasonable opportunity to acquire voting stock of the 
clearing agency, directly or indirectly, in reasonable proportion to 
their use of such clearing agency.'' \6\ NSCC implements and meets this 
requirement through NSCC Rule 64, which afford NSCC's Members a 
reasonable opportunity to acquire voting stock indirectly in the 
clearing agency in reasonable proportion to their use of the clearing 
agency.\7\ The proposed rule change constitutes a stated policy, 
practice, or interpretation with respect to the meaning, 
administration, or enforcement of this existing rule.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78q-1(b)(3)(C).
    \7\ See Commission orders approving NSCC and DTC's rule filings 
which implemented the current stock ownership structure that 
satisfies the fair representation requirements. Securities Exchange 
Act Release No. 41800 (August 27, 1999), 64 FR 48694 (September 7, 
1999) (SR-NSCC-1999-10); and Securities Exchange Act Release No. 
41786 (August 24, 1999), 64 FR 47882 (September 1, 1999) (SR-DTC-
1999-17).
---------------------------------------------------------------------------

(B) Clearing Agency's Statement on Burden on Competition

    The proposed rule change will not have any impact, or impose any 
burden, on competition.

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    Written comments relating to the proposed rule change have not yet 
been solicited or received. NSCC will notify

[[Page 70251]]

the Commission of any written comments received by NSCC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) \8\ of the Act and paragraph (f) of Rule 19b-4 \9\ 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the 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 rule-comments@sec.gov. Please include 
File Number SR-NSCC-2014-10 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NSCC-2014-10. 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 proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change 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 the filing also will be available 
for inspection and copying at the principal office of NSCC and on 
NSCC's Web site at http://dtcc.com/legal/sec-rule-filings.aspx. 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 Number SR-NSCC-2014-10 and should be 
submitted on or before December 16, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-27842 Filed 11-24-14; 8:45 am]
BILLING CODE 8011-01-P