[Federal Register Volume 75, Number 47 (Thursday, March 11, 2010)]
[Notices]
[Pages 11627-11631]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-5320]
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DEPARTMENT OF THE TREASURY
Order Granting Temporary Exemptions From Certain Government
Securities Act Provisions and Regulations in Connection With a Request
From ICE Trust U.S. LLC Related to Central Clearing of Credit Default
Swaps, and Request for Comments
AGENCY: Department of the Treasury, Office of the Assistant Secretary
for Financial Markets.
ACTION: Notice of temporary exemptions.
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SUMMARY: The Department of the Treasury (Treasury) is granting
temporary exemptions from certain Government Securities Act provisions
and regulations regarding the central clearing of credit default swaps
that reference government securities. The temporary exemptions were
requested by ICE Trust U.S. LLC. Treasury is also soliciting public
comment on this order.
DATES: Effective Date March 7, 2010.
FOR FURTHER INFORMATION CONTACT: Lori Santamorena, Lee Grandy, or Kevin
Hawkins, Bureau of the Public Debt, Department of the Treasury, at 202-
504-3632.
SUPPLEMENTARY INFORMATION: The following is Treasury's order granting
temporary exemptions:
I. Introduction
Treasury regulations govern transactions in government securities
\1\ by government securities brokers \2\ and government securities
dealers \3\ under Section 15C of the Securities Exchange Act of 1934
(Exchange Act), as amended by the Government Securities Act of 1986
(GSA). These regulations impose obligations concerning financial
responsibility, protection of customer securities and balances, and
recordkeeping and reporting.
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\1\ The term government securities is defined at 15 U.S.C.
78c(a)(42).
\2\ A government securities broker generally is ``any person
regularly engaged in the business of effecting transactions in
government securities for the account of others,'' with certain
exclusions. 15 U.S.C. 78c(a)(43).
\3\ A government securities dealer generally is ``any person
engaged in the business of buying and selling government securities
for his own account, through a broker or otherwise,'' with certain
exclusions. 15 U.S.C. 78c(a)(44).
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Treasury has issued multiple orders providing temporary conditional
exemptions to permit ICE Trust U.S. LLC (ICE Trust) to clear and settle
transactions in credit default swaps (CDS) \4\ that reference
government securities (collectively, ``the ICE Trust orders'').
Specifically, on March 6, 2009, Treasury granted a temporary exemption
from certain GSA provisions and regulations to ICE Trust, certain ICE
Trust participants, and certain eligible contract participants (ECPs)
\5\ (the March 6, 2009 order).\6\ In the same order Treasury also
granted a limited temporary exemption from certain GSA regulatory
requirements to government securities brokers and government securities
dealers that are not financial institutions. On December 7, 2009,
[[Page 11628]]
Treasury extended the expiration date of these temporary exemptions
until March 7, 2010 (the December 7, 2009 order).\7\ Also, on January
28, 2010, Treasury granted a temporary, conditional exemption \8\ until
March 7, 2010, to certain ICE Trust clearing members and certain ECPs
to accommodate using ICE Trust to clear customer CDS transactions (the
January 28, 2010 order).
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\4\ A CDS is a bilateral contract between two parties, known as
counterparties. The value of this financial contract is based on
underlying obligations of a single entity (reference entity) or on a
particular security or other debt obligation, or an index of several
such entities, securities, or obligations. The obligation of a
seller to make payments under a CDS contract is triggered by a
default or other credit event as to such entity or entities or such
security or securities.
\5\ ECPs are defined in Section 1a(12) of the Commodity Exchange
Act, 7 U.S.C. 1 et seq. The use of the term ECPs in this order
refers to the definition of ECPs in effect on the date of this
order, and excludes persons that are ECPs under Section 1a(12)(C).
The temporary exemption provided to ECPs in this order also applies
to interdealer brokers that are ECPs.
\6\ 74 FR 10647, March 11, 2009 Order Granting Temporary
Exemptions from Certain Provisions of the Government Securities Act
and Treasury's Government Securities Act Regulations in Connection
with a Request on Behalf of ICE US Trust LLC Related to Central
Clearing of Credit Default Swaps, and Request for Comments,
available at: http://www.treasurydirect.gov/instit/statreg/gsareg/gsareq_treasexemptiveorder309.pdf.
\7\ 74 FR 64127, December 7, 2009 Order Extending Temporary
Exemptions from Certain Government Securities Act Provisions and
Regulations in Connection with a Request from ICE Trust U.S. LLC
Related to Central Clearing of Credit Default Swaps, available at:
http://www.treasurydirect.gov/instit/statreg/gsareg/FR_Treasury_Order_ICE_Extension_(12-7-09).pdf.
\8\ 75 FR 4626, January 28, 2010 Order Granting a Temporary
Exemption from Certain Government Securities Act Provisions and
Regulations in Connection with a Request from ICE Trust U.S. LLC
Related to Central Clearing of Credit Default Swaps, and Request for
Comments, available at: http://www.treasurydirect.gov/instit/statreg/gsareg/TreasuryICEOrderFedRegisterJan282010.pdf.
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On February 23, 2010, Treasury received a letter (the request) \9\
from ICE Trust asking that Treasury extend the temporary exemptions in
the March 6, 2009 and January 28, 2010 orders. The request relates to
the exemption for ICE Trust clearing members, including certain
entities affiliated with ICE Trust clearing members,\10\ and certain
ECPs from provisions of the Exchange Act governing government
securities transactions, to the extent such provisions would otherwise
apply to such ICE Trust clearing members and ECPs in regard to cleared
CDS.\11\ The request also relates to the temporary exemption previously
granted to registered or noticed government securities brokers and
government securities dealers that are not financial institutions.
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\9\ Letter from Kevin McClear, General Counsel, ICE Trust to the
Commissioner of the Public Debt, Van Zeck, February 23, 2010,
available at: http://www.treasurydirect.gov/instit/statreg/gsareg/gsareg.htm.
\10\ ICE Trust stated that, for purposes of its request, an
affiliate means an entity that, directly or indirectly, through one
or more intermediaries, controls or is controlled by, or is under
common control with, a clearing member.
\11\ For purposes of this order, cleared CDS means a credit
default swap that is submitted (or offered, purchased, or sold on
terms providing for submission) to ICE Trust, that is offered only
to, purchased only by, and sold only to ECPs (as defined in Section
1a(12) of the Commodity Exchange Act as in effect on the date of
this order (other than a person that is an ECP under paragraph (C)
of that section)), and that references a government security.
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ICE Trust has stated that the existing orders have allowed the
financial industry to advance the goal of central clearing of CDS. It
also states that the orders should be extended because allowing them to
expire will jeopardize the ability of ICE Trust to continue operations;
that any regulatory risk to the use of ICE Trust as a central
counterparty (CCP) could create a significant barrier to the goal of
encouraging the use of CCPs in the clearing of CDS; and that it would
be premature to allow the orders to expire in the absence of a clear
framework for continuing ICE Trust's service. ICE Trust also notes that
the orders provide regulatory agencies with adequate authority to
monitor ICE Trust's activities, and that ICE Trust is also
comprehensively monitored and regulated by state and federal banking
supervisors.
Based on the facts presented and the representations made in the
request,\12\ Treasury is granting a temporary exemption to certain ICE
Trust clearing members and certain ECPs from the GSA provisions in
connection with using ICE Trust to clear both ICE Trust clearing
members' proprietary and customer CDS transactions that reference
government securities. Treasury is also granting a limited exemption
from certain Treasury regulatory requirements for registered or noticed
government securities brokers and government securities dealers that
are not financial institutions with respect to both proprietary and
customer CDS transactions that reference government securities. The
exemptions are subject to certain conditions and will expire on
November 30, 2010, unless Treasury renews, revokes, or modifies them.
These temporary exemptions are consistent with an extension of
temporary exemptions the Securities and Exchange Commission (SEC)
recently granted to ICE Trust related to the central clearing of
CDS.\13\
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\12\ See note 9, supra. The temporary exemptions Treasury is
granting in this order are based on representations made in the
current request and previous requests from ICE Trust. Treasury
recognizes, however, that there could be legal uncertainty in the
event that one or more of the underlying representations were to
become inaccurate. Accordingly, if these temporary exemptions become
unavailable by reason of an underlying representation no longer
being materially accurate, the legal status of existing open
positions in cleared CDS associated with persons subject to the
unavailable exemptions will remain unchanged, but no new positions
can be established pursuant to the temporary exemptions until all of
the underlying representations are again accurate.
\13\ See the SEC's Web site at http://www.sec.gov for the recent
Securities Exchange Act Release. Order Extending Temporary
Exemptions Under the Securities Exchange Act of 1934 in Connection
with Request of ICE Trust U.S. LLC Related to Central Clearing of
Credit Default Swaps, and Request for Comments.
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In providing these temporary exemptions from certain provisions of
Section 15C of the Exchange Act, Treasury is not determining whether
particular CDS are ``government securities'' under 15 U.S.C. Sec.
78c(a)(42).
II. Discussion
A. ICE Trust's Clearing Activity
In its request for an extension, ICE Trust represents that, other
than as discussed in its request, there have been no material changes
to the operations of ICE Trust and the representations made in their
previous letters requesting the relief Treasury provided in the ICE
Trust orders.
The request states that, to date, the products eligible for
clearing at ICE Trust include CDS transactions involving certain
indices and CDS contracts based on individual reference entities or
securities (single-name CDS contracts) that meet ICE Trust's risk
management and other criteria. The request also states that since the
date of the March 2009 order, ICE Trust has cleared approximately $3.5
trillion in notional amount of index-based CDS contracts and
approximately $10.3 billion in notional amount of single-name CDS
contracts. We understand that to date, ICE Trust has not cleared any
CDS contracts that reference U.S. government securities.
B. Conditional Temporary Exemption for Certain ICE Trust Clearing
Members and Certain ECPs
In the March 6, 2009 order, Treasury concluded that the CCP
clearing facility for CDS proposed by ICE Trust may increase
transparency, enhance counterparty risk management, and contribute
generally to the goal of mitigating systemic risk. Treasury further
recognized the possibility that applying the GSA requirements to
certain CDS market participants that are not registered or noticed
government securities brokers or government securities dealers could
deter some of them from using ICE Trust to clear CDS transactions where
the CDS references a government security, and thereby reduce the
potential systemic risk mitigation and other benefits of central
clearing. Consistent with these findings, as well as with the public
interest and the protection of investors, Treasury temporarily exempted
ICE Trust, certain ICE Trust clearing members, and certain ECPs from
the GSA provisions. For similar reasons, in the December 7, 2009 order
Treasury extended these temporary exemptions until March 7, 2010.
Also, on January 28, 2010, Treasury granted until March 7, 2010, a
temporary, conditional exemption to accommodate customer clearing. The
[[Page 11629]]
exemption was granted to certain ICE Trust clearing members and certain
ECPs from the GSA provisions in connection with using ICE Trust to
clear CDS transactions of their customers. Treasury recognized that
facilitating the central clearing of CDS transactions, including those
of ICE Trust clearing members' customers, will increase transparency,
enhance counterparty risk management, and contribute generally to the
goal of mitigating systemic risk.
Treasury finds that the circumstances upon which it issued the
previous exemptions still exist and, therefore, Treasury believes that
granting this temporary exemption is warranted and appropriate.
For these reasons, the Secretary finds that, it is consistent with
the public interest, the protection of investors, and the purposes of
the Exchange Act to grant the conditional, temporary exemption set
forth below. This exemption will expire on November 30, 2010, unless
Treasury renews, revokes, or modifies it and is consistent with a
recent extension of temporary exemptions the SEC granted related to a
request from ICE Trust concerning central clearing of CDS.\14\
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\14\ See note 13, supra.
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C. Temporary Exemption for Registered or Noticed Government Securities
Brokers and Government Securities Dealers That Are Not Financial
Institutions
In its March 6, 2009 order, Treasury provided a temporary exemption
for government securities brokers and government securities dealers
that are not financial institutions from certain GSA regulations with
respect to CDS transactions that are submitted to ICE Trust for
clearance and settlement.
In crafting this temporary exemption, Treasury balanced the need to
avoid creating disincentives to the prompt use of CCPs against the
critical role that certain government securities brokers and government
securities dealers play in promoting market integrity and protecting
customers. Treasury recognized that the full range of GSA requirements
should not be applied immediately to government securities brokers and
government securities dealers that engage in transactions involving CDS
that reference a government security.
Accordingly, in light of the risk management and systemic benefits
in continuing to facilitate CDS clearing by ICE Trust, the Secretary
finds, pursuant to Section 15C(a)(5) of the Exchange Act, that it is
consistent with the public interest, the protection of investors, and
the purposes of the Exchange Act to grant a temporary exemption to
registered or noticed government securities brokers and government
securities dealers that are not financial institutions from the
regulations in 17 CFR parts 402, 403, 404, and 405 except as
circumscribed below.\15\ Treasury is providing this temporary exemption
to maintain consistency with the SEC's requirements applicable to
registered broker-dealers with respect to CDS transactions that are
submitted to ICE Trust for clearance and settlement. This exemption
will expire on November 30, 2010, unless Treasury renews, revokes, or
modifies it.
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\15\ The rules in part 400 are excluded because they are rules
of general application. The rules in part 401 are excluded because
they cover existing exemptions. The rules in part 449 are excluded
because they describe forms that are required by other rules.
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However, consistent with the March 6, 2009 order, this order does
not exempt registered or noticed government securities brokers or
government securities dealers from the following: (1) The capital
requirements for registered government securities brokers and
government securities dealers in part 402 of the GSA regulations (which
are comparable to SEC Rule 15c3-1 on net capital); \16\ (2) the
provisions of part 403 of the GSA regulations that incorporate and
modify SEC Rule 15c3-3 on reserves and custody of securities; (3) the
provisions of parts 404 and 405 of the GSA regulations that incorporate
and modify SEC Rules 17a-3 through 17a-5, 17h-1T and 17h-2T, on records
and reports; and (4) the provisions of part 404 of the GSA regulations
that incorporate and modify SEC Rule 17a-13 on quarterly security
counts. This temporary exemption applies to these entities'
transactions in cleared CDS.\17\
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\16\ Part 402 does not apply to registered broker-dealers that
are subject to Rule 15c3-1.
\17\ See note 11, supra.
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With respect to noticed government securities brokers and
government securities dealers that are financial institutions, the GSA
regulations generally adopt the appropriate regulatory agency rules for
financial institutions that are comparable to the SEC rules to which
the Treasury exemption does not apply. The GSA regulations also
incorporate other rules of the appropriate regulatory agencies that are
applicable to financial institutions. Consistent with Treasury's March
6, 2009 order, this temporary exemption does not apply to financial
institution government securities brokers and government securities
dealers, who should continue to comply with existing rules.
D. Consultations and Considerations
In ordering these temporary exemptions, Treasury has consulted with
and considered the views of the staffs of the SEC, the Commodity
Futures Trading Commission (CFTC), and the appropriate regulatory
agencies for financial institutions.\18\
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\18\ The definition of appropriate regulatory agency with
respect to a government securities broker or a government securities
dealer is set out at 15 U.S.C. 78c(a)(34)(G). The definition
includes the Board of Governors of the Federal Reserve System, the
Comptroller of the Currency, the Federal Deposit Insurance
Corporation, the Director of Thrift Supervision, and in limited
circumstances the SEC.
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Treasury continues to believe that applying the GSA requirements to
certain CDS market participants that are not registered or noticed
government securities brokers or government securities dealers could
deter some of them from using ICE Trust to clear CDS transactions where
the CDS references a government security, thereby reducing the
potential systemic risk mitigation and other benefits of central
clearing. Treasury also continues to believe that, in order to avoid
creating obstacles to the use of CCPs for CDS, the full range of GSA
requirements generally should not be applied to government securities
brokers and government securities dealers for transactions involving
CDS that reference government securities. Moreover, Treasury continues
to believe that it would be premature to allow the exemptions to
expire.
Treasury bases this order on the facts and circumstances presented
and representations made by ICE Trust in the request. ICE Trust has
indicated that there have been no material changes to any of the facts
or circumstances in its request for extension and expansion of the
March 6, 2009 order that would cause such representations to no longer
be materially accurate.
III. Solicitation of Comments
When Treasury issued the March 6, 2009 and January 28, 2010 orders,
we solicited comment on all aspects of the temporary exemptions, and
specifically requested comment as to the duration of the temporary
exemptions and the appropriateness of the exemptive conditions. We
received no comments.
In connection with this order, we reiterate our request for
comments on the relief we are granting and whether the conditions we
have placed on the relief adequately protect customer funds and
securities from the threat posed by a clearing member's insolvency.
Treasury will continue to monitor ICE Trust's progress and the
development of
[[Page 11630]]
CCPs for the CDS market and determine to what extent, if any,
additional action might be necessary. For example, as circumstances
warrant, certain conditions could be added, altered, or eliminated from
this order.
Treasury also will continue to consult with the staffs of the SEC,
the CFTC, and the appropriate regulatory agencies for financial
institutions on this matter.
You may send comments to: Government Securities Regulations Staff,
Bureau of the Public Debt, 799 9th Street NW., Washington, DC 20239-
0001. You may also send comments by e-mail to govsecreg@bpd.treas.gov.
Please provide your full name and mailing address. You may download
this order, and review the comments we receive, from the Bureau of the
Public Debt's Web site at http://www.treasurydirect.gov. The order and
comments also will be available for public inspection and copying at
the Treasury Department Library, Room 1428, Main Treasury Building,
1500 Pennsylvania Avenue, NW., Washington, DC 20220. To visit the
library, call (202) 622-0990 for an appointment.
IV. Conclusion
It is hereby ordered, pursuant to Section 15C(a)(5) of the Exchange
Act, that, until November 30, 2010:
(a) Conditional Temporary Exemption for Certain ECPs and ICE Trust
Clearing Members.
(1) Persons eligible. This exemption is available to any ECP \19\
and any ICE Trust clearing member except for: ICE Trust clearing
members and ECPs that are registered or noticed as government
securities brokers or government securities dealers under Section
15C(a)(1) of the Exchange Act; ECPs as defined in Section 1a(12)(C) of
the Commodity Exchange Act; and ECPs that are not ICE Trust clearing
members and that receive or hold funds or securities for the purpose of
purchasing, selling, clearing, settling, or holding cleared CDS
positions for other persons.
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\19\ See note 5, supra.
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(2) Scope of exemption. Subject to the conditions specified in
paragraph (3) of this section, ECPs and ICE Trust clearing members,
solely with respect to cleared CDS, are exempt from the provisions of
Section 15C(a), (b), and (d) (other than subsection (d)(3)) of the
Exchange Act, and the rules thereunder.
(3) Conditions for ICE Trust clearing members.
(i) Each ICE Trust clearing member relying on this exemption must
be in material compliance with ICE Trust rules.
(ii) Each ICE Trust clearing member relying on this exemption that
participates in the clearing of cleared CDS transactions on behalf of
its customers must promptly provide a certification to ICE Trust that
states that it is relying on the temporary exemption.
(4) Additional conditions for certain ICE Trust clearing members.
Each ICE Trust clearing member relying on the exemption that receives
or holds funds or securities for the purpose of purchasing, selling,
clearing, settling, or holding cleared CDS positions for U.S. persons
(or for any persons if the ICE Trust clearing member is a U.S. clearing
member)--other than for an affiliate that controls, is controlled by,
or is under common control with the ICE Trust clearing member--also
must comply with the following six conditions with respect to such
activities:
(i) No natural persons. The U.S. persons (or any persons if the ICE
Trust clearing member is a U.S. clearing member) for whom the ICE Trust
clearing member receives or holds such funds or securities may not be
natural persons.
(ii) Disclosures. The ICE Trust clearing member must disclose to
such U.S. persons (or to any such persons if the ICE Trust clearing
member is a U.S. clearing member) that: (A) the ICE Trust clearing
member is not regulated by Treasury or the SEC with respect to
activities covered by this exemption; (B) U.S. government securities
broker and government securities dealer segregation requirements and
protections under the Securities Investor Protection Act will not apply
to any funds or securities held by the ICE Trust clearing member; (C)
the insolvency law of the applicable jurisdiction may affect such
persons' ability to recover funds and securities, or the speed of any
such recovery, in an insolvency proceeding; and (D) if applicable, non-
U.S. clearing members may be subject to an insolvency regime that is
materially different from that applicable to U.S. persons.
(iii) Prompt transfer of funds and securities. As promptly as
practicable after receipt, the ICE Trust clearing member must transfer
such funds and securities (other than those promptly returned to such
other person) to: (A) the ICE Trust clearing member's Custodial Client
Omnibus Margin Account at ICE Trust; or (B) an account held by a third-
party custodian, subject to the requirements in paragraph (vi) of this
section.
(iv) Segregation until transfer. To the extent there is any delay
in transferring such funds and securities (collateral) to the third
parties identified in paragraph (iii) of this section, the ICE Trust
clearing member must segregate the collateral in a way that, pursuant
to applicable law, is reasonably expected to protect such collateral
from the ICE Trust clearing member's creditors. The ICE Trust clearing
member must not permit persons for whom it receives or holds such funds
and securities to ``opt out'' of such segregation even if regulations
or laws otherwise would permit it.
(v) Cooperation with SEC. The ICE Trust clearing member must be in
compliance with any request from the SEC for information, documents, or
assistance related to CDS transactions cleared by ICE Trust.
(vi) Requirements for third-party custodian account. An ICE Trust
clearing member that transfers customer assets to an account held by a
third-party custodian under paragraph (iii) of this section must be in
material compliance with the SEC's requirements set forth in its
related exemptive order concerning third-party custodian accounts.\20\
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\20\ See note 13 infra.
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(b) Temporary Exemption for Registered or Noticed Government
Securities Brokers and Government Securities Dealers that are not
Financial Institutions.
Registered or noticed government securities brokers and government
securities dealers that are not financial institutions are exempt from
the regulations in 17 CFR parts 402, 403, 404, and 405. However, this
order does not exempt registered or noticed government securities
brokers or government securities dealers that are not financial
institutions from the following:
(1) The capital requirements for registered government securities
brokers and government securities dealers in part 402 of the GSA
regulations (which are comparable to SEC Rule 15c3-1 on net capital);
(2) the provisions of part 403 of the GSA regulations that
incorporate and modify SEC Rule 15c3-3 on reserves and custody of
securities;
(3) the provisions of parts 404 and 405 of the GSA regulations that
incorporate and modify SEC Rules 17a-3 through 17a-5, 17h-1T and 17h-
2T, on records and reports; and
(4) the provisions of part 404 of the GSA regulations that
incorporate and modify SEC Rule 17a-13 on quarterly security counts.
This temporary exemption applies to these entities' transactions in
cleared CDS.
[[Page 11631]]
The temporary exemptions contained in this order are based on the
facts and circumstances presented in the request and are conditioned on
compliance with the terms of this order. These temporary exemptions
could become unavailable if the facts or circumstances change such that
the representations in the request are no longer materially accurate or
in the event of non-compliance. If the SEC were to withdraw or modify
the terms of its order, Treasury may revoke or modify this order
accordingly. The status of cleared CDS submitted to ICE Trust prior to
such change would be unaffected.
V. Paperwork Reduction Act
This order includes two requests that fall within the definition of
``information'' under the regulations implementing the Paperwork
Reduction Act (PRA). 5 CFR 1320.3(h). One is the certification that ICE
Trust clearing members must provide to ICE Trust under paragraph
(a)(3)(ii) of this order, concerning their reliance on Treasury's
temporary exemption. The second is the disclosures that certain ICE
Trust clearing members must make if they receive or hold funds or
securities for the purpose of purchasing, selling, clearing, settling,
or holding cleared CDS positions for U.S. persons, under paragraph
(a)(4)(ii) of this order.
However, Treasury at this time estimates that there will not be 10
or more ICE Trust clearing members that will be relying on this order
to clear CDS that reference a government security. As a result, these
requests do not constitute ``collections of information'' subject to
the PRA. 5 CFR 1320.3(c). Therefore, the PRA does not apply to this
order.
Mary J. Miller,
Assistant Secretary for Financial Markets.
[FR Doc. 2010-5320 Filed 3-10-10; 8:45 am]
BILLING CODE 4810-39-P