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Request for Exemptive Relief

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Request for Exemptive Relief Katten 525 W. Monroe Street Chicago, lL 60661-3693 3i2.go2.5200 tel 3iz.goz.io6i fax ARTHURW. HAHN arthur.hahn Okattenlaw.com 312.902.5241 direct 312.577.8892 fax December 24,2008 Ms. Florence E. Harmon Acting Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Request for Exemptive Relief Dear Ms. Harmon: The market for credit derivatives, and in particular, credit default swaps ("CDSs") has grown exponentially over the past decade.' As this market has grown, the need for operational improvements in the clearing and settlement process has also grown, including the need for a strong central counterparty clearinghouse for these products.2 LFFE Administration and Management ("LIFFE A&M) has developed and makes available to its members an over-the- counter ("OTC") derivatives processing service, called Bclear (referred to herein as "Bclear" or the "Bclear Service"), that will provide a mechanism for the processing and centralized clearing of CDSs based on credit default swap indices ("Index CDSS").~ The Bclear Service processes OTC transactions and submits them for clearance to LCH.Clearnet Ltd. ("LCH.Clearnet"), which stands as the central counterparty to all transactions processed through c clear.^ LIFFE A&M began processing Index CDSs through Bclear on 1 The Bank for International Settlements estimated that the notional amount of outstanding CDSs in 1998 was approximately $108 billion. By 2007, that number had grown to approximately $58 trillion. Bank for International Settlements, Press Release, The Global Derivatives Market at End-June 2001, December 20, 2001, and Bank for International Settlements Monetary and Economic Department, OTC Derivatives Market Activity in the Second Half of 2007, May 2008 2 The President's Working Group on Financial Markets included in its recommendations the need to enhance the operational infrastructure for the OTC derivatives markets. Policy Statement on Financial Market Developments,The President's Working Group on Financial Markets, March 2008. LIFFE A&M initially intends to offer the Bclear Service with respect to CDSs on the iTraxx Europe indices and has entered into a license agreement with International Index Company Ltd./Markit Group Ltd. to use the iTraxx Europe indices. On October 31, 2008, LIFFE announced changes to its clearing arrangements which, subject to regulatory approval, will be implemented in the first quarter of 2009. These will involve LIFFE A&M becoming the central counterparty to all transactions entered into on the LIFFE market and all transactions which are CHICAGO CHARLOTFE IRVING LONDON LOS ANGELES NEW YORK PAL0 ALTO WASHINGTON, DC WWW.KATTENLAW.COM LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN CORNISH LLP A limited liability partnership including professional corporations Katten KattenMuchinRosenmanLLP Ms. Florence E. Harmon December 24,2008 Page 2 December 22,2008 for non-U.S. persons and would like to make such service available to certain market participants in the United States on the terms described herein.5 We note that the question of whether a particular CDS is a security is a facts and circumstances analysis. In the interest of moving forward with the development of a central clearinghouse for CDSs for US market participants, we have assumed, solely for purposes of this request and without prejudice to any resolution of the issue, that these products are securities. Given this assumption, the offering of the Bclear Service with respect to CDSs to market participants in the United States may raise certain issues under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. I. Request for Exemptive Relief We request that the Securities and Exchange Commission (the "Commission") grant the following exemptive relief: (i) on behalf of LIFFE A&M and any of its members, exemptive relief from Section 15 of the Exchange Act by reason of LIFFE A&M or its members not registering under the Exchange Act as broker-dealers; and (ii) on behalf of LCH.Clearnet and any of its members, exemptive relief from Section 17A of the Exchange Act by reason of LCH.Clearnet not registering under the Exchange Act as a clearing agency, in each case, if LIFFE A&M, LCH.Clearnet and any of their respective members make the Index CDS processing and clearance services described herein available to certain market participants in the United States. As explained in more detail below, we believe that the regulatory regime that governs the activities of LIFFE A&M and LCH.Clearnet and their respective members and LCH.ClearnetYsrisk management controls are sufficiently robust to provide an appropriate level of protection to market participants using the Bclear Service to process and clear Index CDSs. Accordingly, we believe that the granting of the requested exemptive relief is appropriate. 11. The CDS Market CDSs represent contractual agreements between counterparties, pursuant to which one party (the buyer) pays a premium to the other party (the seller) for protection against the happening of certain credit events. Each CDS contract incorporates the following features: (i) a reference entity (the underlying entity with respect to which the buyer is seeking protection) or in the case accepted by LIFFE A&M through Bclear, including CDS transactions. Under these arrangements, LIFFE A&M will outsource certain functions to LCH.Clearnet, including those concerning the management of clearing member defaults. At this time, we are not seeking exemptive relief for LIFFE A&M to act as the central counterparty to CDS transactions. 5 If, in the future, LIFFE A&M offers the Bclear Service with respect to CDSs on single names, rather than indices, LIFFE A&M and LCH.Clearnet will seek additional exemptive relief before offering such service to market participants in the United States. Katten KattenMuchin Rosenman LLP Ms. Florence E. Harmon December 24,2008 Page 3 of an index, a group of reference entities; (ii) a reference obligation (upon the occurrence of a credit event, this identifies the lowest seniority of bond that can be delivered); (iii) a term; (iv) a notional amount; and (v) specified credit events that trigger the obligation of the seller to pay the buyer. As noted above, the CDS market represented approximately 10% of the OTC derivatives market as at December 31, 2007, with notional value outstanding of $58 trillion out of a total $596 trilli~n.~Single name CDS contracts represented 55% of this total with $32 trillion notional value outstanding; index contracts represent the remaining $26 trillion. Rapid year on year growth in CDS transactions initially led to trade processing inefficiencies with a significant number of trades being processed manually. Industry participants have since taken significant steps to automate transactions with an overall strategic ambition to ensure the majority of transactions are confirmed and processed in a T+O timeframe. Although progress has been made in trade processing, the concentration of the majority of CDS transactions among a relatively small group of major dealers has led to concerns from regulators, including the Commission and the New York Federal Reserve Bank, that the collapse of a major dealer and the potential systemic risk may add significant strain to financial markets. This has prompted calls for a clearing house environment to be set up to act as a central counterparty for CDS transactions. 111. Description of LIFFE A&M and LCH.Clearnet A. Regulation of LIFFE A&M and LCH.Clearnet LIFFE A&M is a Recognised Investment Exchange ("RIE) under the UK Financial Services and Markets Act 2000 ("FSMA). Recognition as an REhas been granted to LIFFE A&M by the UK Financial Services Authority (the "FSA), the designated agency under FSMA. The regulatory obligations of REs are set out in Regulations made under FSMA (the "Recognition ~e~uirements").~In summary, these stipulate that an RE: 1. must have financial resources sufficient for the proper performance of its functions as an RE; 2. must be a fit and proper person to perform the functions of an RE; 6 Bank for International Settlements semi-annual OTC derivatives statistics at end-December 2007. 7 The Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges and Clearing Houses) Regulations 200 1. Katten Ms. Florence E. Harmon December 24,2008 Page 4 3. must ensure that the systems and controls used in the performance of its functions are adequate and appropriate for the scale and nature of its business; 4. must ensure that business conducted by means of its facilities is conducted in an orderly manner and so as to afford proper protection to investors; 5. must ensure that access to its facilities is subject to criteria designed to protect the orderly functioning of the market and the interests of investors; 6. must ensure that satisfactory arrangements are made for the timely discharge of the rights and liabilities of the parties to transactions effected on the RE; 7. must be able and willing to promote and maintain high standards of integrity and fair dealing in the carrying on of regulated activities by persons in the course of using the facilities provided by the RE; 8. must ensure that appropriate procedures are adopted for it to make rules, for keeping its rules under review and for amending them; 9. must ensure that appropriate measures are adopted to reduce the extent to which the RE'S facilities can be used for a purpose connected with market abuse or financial crime, and to facilitate their detection and monitor their incidence; 10. must have effective arrangements for monitoring and enforcing compliance with its rules; and 11. must have effective arrangements for the investigation and resolution of complaints arising in connection with the performance of, or failure to perform, any of its regulatory functions. LIFFE A&M operates a central order books and wholesale trading facilities through the LIFFE CONNECT@ electronic trading platform as "trading services," subject to the oversight of the FSA.
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