UNITED STATES OF AMERICA 

 COMMODITY FUTURES TRADING COMMISSION 

 SECURITIES AND EXCHANGE COMMISSION 

 JOINT CFTC-SEC STAFF ROUNDTABLE ON IMPLEMENTATION 

 PHASING FOR FINAL RULES FOR SWAPS AND 

 SECURITY-BASED SWAPS UNDER TITLE VII OF THE 

 DODD-FRANK WALL STREET REFORM AND CONSUMER 

 PROTECTION ACT 

 Washington, D.C. 

 Monday, May 2, 2011 
 2 

 1 A G E N D A 

 2 Opening Statements by CFTC and SEC: 

 3 GARY GENSLER 

 Chairman, CFTC 

 4 

 MARY L. SCHAPIRO 

 5 Chairman, SEC 

 6 RICK SHILTS 

 Co-Moderator CFTC 

 7 

 ROBERT COOK 

 8 Co-Moderator SEC 

 9 JOHN LAWTON 

 CFTC 

 10 

 HEATHER SEIDEL 

 11 CFTC 

 12 BRIAN BUSSEY 

 SEC 

 13 

 PETER CURLEY 

 14 CFTC 

 15 JACK HABERT 

 SEC 

 16 

 Panel One: Process for Registering and Making 

 17 Operational Clearing Entities, Trading Platforms, 

 and Data Repositories: 

 18 

 CHRIS EDMONDS 

 19 ICE Trust 

 20 DAN MAGUIRE 

 LCH.Clearnet 

 21 

 SUNIL CUTINHO 

 22 CME Group 
 3 

 1 A G E N D A 

 2 LARRY THOMPSON 

 The Depository Trust & Clearing 

 3 Corporation 

 4 LEE OLESKY 

 Tradeweb 

 5 

 NEAL BRADY 

 6 Eris Exchange 

 7 ADAM COOPER 

 Citadel, LLC 

 8 

 JAMIE CAWLEY 

 9 Javelin Capital Markets, LLC 

 10 RONALD LEVI 

 GFI Group, Inc. 

 11 

 RAF PRITCHARD 

 12 TriOptima - triResolve 

 13 GARY DeWAAL 

 Newedge USA 

 14 

 CHRISTOPHER MORAN 

 15 Nomura Securities International 

 16 WALLY TURBEVILLE 

 Better Markets, Inc. 

 17 

 Panel Two: Process of Registering and Making 

 18 Operational Dealers and Major Participants: 

 19 DAN ROTH 

 National Futures Association 

 20 

 JOHN HORKAN 

 21 Bank of America Merrill Lynch 

 22 JOHN GIDMAN 

 Loomis Sayles & Co. 
 4 

 1 A G E N D A 

 2 ATHANASSIOS DIPLAS 

 Deutsche Bank 

 3 

 ALEXANDRA GUES 

 4 Barclays Capital 

 5 STEVE O'CONNOR 

 Morgan Stanley 

 6 

 MATT PICARDI 

 7 Shell Energy North America 

 8 WALLY TURBEVILLE 

 Better Markets, Inc. 

 9 

 Panel Three: Connectivity and infrastructure 

 10 Issues: 

 11 JOHN OMAHEN 

 SunGard 

 12 

 JEFF GOOCH 

 13 MarkitSERV 

 14 R.J. CUMMINGS 

 ICE Trust 

 15 

 PETER AXILROD 

 16 The Depository Trust & Clearing 

 Corporation 

 17 

 SUNIL CUTINHO 

 18 CME Group 

 19 DOUG FRIEDMAN 

 Tradeweb 

 20 

 RONALD LEVI 

 21 GFI Group, Inc. 

 22 
 5 

 1 A G E N D A 

 2 STEVE O'CONNOR 

 Morgan Stanley 

 3 

 KATHRYN BEARD 

 4 BlackRock Solutions 

 5 ADAM COOPER 

 Citadel, LLC 

 6 

 7 * * * * * 

 8 

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 12 

 13 

 14 

 15 

 16 

 17 

 18 

 19 

 20 

 21 

 22 
 6 

 1 P R O C E E D I N G S 

 2 (9:19 a.m.) 

 3 MR. SHILTS: If everyone could find -- 

 4 take their seats and we'll get started. We have a 

 5 busy couple of days. We're still missing a few 

 6 panelists, but in any event, we'll get started. 

 7 Good morning, everyone. My name is Rick 

 8 Shilts and I'm the director of the Division of 

 9 Market Oversight here at the CFTC. I'm pleased to 

 10 open this two-day joint CFTC-SEC public roundtable 

 11 to discuss phasing the implementation of effective 

 12 dates for final roles that will be promulgated 

 13 under Title VII of the Dodd-Frank Act. 

 14 We have a full agenda that is designed 

 15 to focus the discussion on the pertinent issues 

 16 related to implementation. The discussion is 

 17 divided into a number of panels, three today and 

 18 four for tomorrow. 

 19 As you all know, the Dodd-Frank act 

 20 brings the over the counter derivatives under 

 21 comprehensive regulation. Standardized 

 22 derivatives will be traded on transparent trading 
 7 

 1 platforms and cleared by regulated central 

 2 counterparties. There will be increased 

 3 transparency as information on swaps and 

 4 security-based swaps will be available to 

 5 regulatory authorities, and transaction data will 

 6 be available to the public on a real- time basis. 

 7 The overarching goal is to reduce risk in our 

 8 economy, which will greatly benefit the American 

 9 public. 

 10 The CFTC and SEC have issued proposals 

 11 in most of the rule-making areas. Here at the 

 12 CFTC, as of last Wednesday, we have substantially 

 13 completed the proposal phase of our rule-writing 

 14 to implement the Dodd-Frank Act. 

 15 The public now has the opportunity to 

 16 review the whole mosaic of CFTC proposed rules. 

 17 To facilitate comment on the regulatory scheme as 

 18 a whole, the CFTC reopened or extended the comment 

 19 periods for most of our Dodd-Frank proposed rules 

 20 for an additional 30 days. 

 21 In addition to requesting comment, on 

 22 the substantive elements of the proposed 
 8 

 1 rule-makings, both the CFTC and the SEC have 

 2 requested comment on how the various aspects of 

 3 the regulatory requirements should be phased in, 

 4 adopting effective dates for the final rules. 

 5 The specific purpose of the roundtable 

 6 panels today and tomorrow is to hear the opinions 

 7 and advice of diverse interests -- of persons with 

 8 diverse interests, experience, and points of view 

 9 on the sequencing of the implementation of the 

 10 various aspects of the legislation. 

 11 Under Dodd-Frank, the SEC and CFTC have 

 12 flexibility to set effective dates, as well as a 

 13 schedule for market participants to come into 

 14 compliance with the final rules. This flexibility 

 15 allows the commissions to tailor the timing of the 

 16 implementation of rule effective dates based on 

 17 factors such as the ability of market participants 

 18 to develop the systems, processes, and 

 19 capabilities necessary to comply with the new 

 20 regulatory requirements. 

 21 As a result, the commissions are 

 22 considering how to phase implementation. Areas 
 9 

 1 under consideration include the type of swap or 

 2 security-based swap, the asset class, the type of 

 3 market participant, timing related to the 

 4 development of needed market infrastructures, and 

 5 whether participants might be required to have 

 6 policies and procedures in place ahead of 

 7 compliance with policies and procedures by 

 8 non-registrants. In addition, effective dates for 

 9 certain rules may be conditioned upon other rules 

 10 being finalized, their effective dates, and the 

 11 associated implementation schedules. 

 12 Compliance also may need to be phased in 

 13 depending on whether an entity has been previously 

 14 regulated, or has not been regulated before. In 

 15 phasing effective dates, we are also considering 

 16 the interdependence of various rules. 

 17 In general, we hope to focus the 

 18 roundtable discussions on questions related to 

 19 compliance dates for the following: New rules for 

 20 clearing entities, the clearing mandate; new rules 

 21 for trading platforms such as swap and 

 22 security-based swap execution facilities; new 
 10 

 1 rules for reporting data for swaps and 

 2 security-based swaps, both to data repositories 

 3 and for real-time public reporting purposes; and 

 4 new rules for dealers and major participants. 

 5 As you may know, the staff put out -- 

 6 the CFTC staff put out a list of concepts that 

 7 sets forth a framework for thinking about 

 8 implementation. A couple of the key aspects of 

 9 those concepts are that implementation would be 

 10 facilitated if effective dates are phased in over 

 11 time rather than all at once. This means that 

 12 certain rules or elements of these rules could be 

 13 implemented at different times, and that the 

 14 timing of implementation could vary depending on 

 15 such considerations as the type of product, asset 

 16 class, or type of swap. 

 17 Also, it seems to us that various market 

 18 infrastructures could be operational -- that is, 

 19 open for business -- before compliance with 

 20 various mandates is required. For example, 

 21 clearing organizations could be up and running to 

 22 accept swaps for clearing before the clearing 
 11 

 1 mandate is in place. And SEFs and other trading 

 2 platforms could be listing swaps for trading 

 3 before the trading mandate is in place. 

 4 Our goal is to help focus the discussion 

 5 today and tomorrow on the factors that should be 

 6 taken into account in coming up with the most 

 7 natural sequencing of rule implementation. Before 

 8 we begin, I'd like to thank the many distinguished 

 9 panelists today who have taken time out of their 

 10 busy schedules and agreed to participate on these 

 11 panels to discuss these important subjects. I'd 

 12 also like to thank the staffs of the SEC and the 

 13 CFTC for their work in planning today's 

 14 roundtables. Staff has been diligently reading 

 15 and analyzing the numerous comments received to 

 16 develop final rules that are consistent with the 

 17 legislation and take into account the issues and 

 18 costs to be borne by market participants to come 

 19 into compliance. 

 20 We look forward to hearing the thoughts 

 21 of the participants on the panels. The 

 22 roundtables will greatly assist us in crafting 
 12 

 1 implementation schedules and effective dates that 

 2 ensure appropriate implementation of the rules 

 3 required by the Dodd-Frank Act in the most logical 

 4 and cost-effective manner. 

 5 For the record, I would like to note 

 6 that all statements and opinions that may be 

 7 expressed and all questions asked by CFTC staff 

 8 are those of CFTC staff and do not represent the 

 9 views of any commissioner or the Commission 

 10 collectively. Also, I would like to reiterate 

 11 that the purpose of these panel discussions is to 

 12 address issues related to implementation, not the 

 13 substantive elements of any particular rule 

 14 proposal. 

 15 Staffs of both agencies have been 

 16 reviewing comments received regarding the 

 17 substantive elements of the rule proposals, and 

 18 will continue to consider comments in developing 

 19 final rules. Therefore, in order to ensure that 

 20 we are able to hear the opinions of all the 

 21 participants in all the panels schedules for 

 22 discussion today and tomorrow, I urge you to limit 
 13 

 1 your remarks to implementation issues and 

 2 considerations. We will remind panel participants 

 3 who stray too far from the important issues of 

 4 implementation and compliance. 

 5 Now, before I turn it over to my 

 6 colleague, Robert Cook, for opening comments, I 

 7 need to note some housekeeping items. I want to 

 8 point out that this is not the only opportunity 

 9 for interested parties to have input on these 

 10 issues. The CFTC has opened a comment file 

 11 whereby anyone can submit comments related to 

 12 implementation. The comment file will be open 

 13 until June 10. 

 14 Also, please not that this meeting is 

 15 being recorded and a transcript will be made 

 16 public. The microphones are in front of you. 

 17 Press the button and you'll see the red light. 

 18 This means you can talk. Speak directly into the 

 19 mic. When you finish, please press the button 

 20 again to turn off the mic. And also please 

 21 refrain from putting any BlackBerry or cell phone 

 22 on the table as they may cause interference with 
 14 

 1 our audio system. 

 2 And now, I'd like to invite Robert Cook 

 3 to make some opening remarks. Robert? 

 4 MR. COOK: Thank you, Rick. Good 

 5 morning. I'm Robert Cook and I am the director of 

 6 the Division of Trading and Markets at the SEC. 

 7 And I'm joined today by Heather Seidel, who serves 

 8 as associate director in the Division's Office of 

 9 Market Supervision. 

 10 It's my pleasure to join Rick in 

 11 welcoming you to this joint CFTC-SEC staff 

 12 roundtable on the implementation of rules to be 

 13 adopted by our agencies that would regulate the 

 14 clearing, trading, and reporting of swaps and 

 15 security- based swaps, as well as the 

 16 registration, business operations, and conduct of 

 17 dealers and major participants in swaps and 

 18 security-based swaps. 

 19 On behalf of the SEC staff, I'd like to 

 20 thank all of our distinguished panelists who are 

 21 here with us today to share their insights, 

 22 advice, and recommendations on this very important 
 15 

 1 topic. We are grateful to each of you for taking 

 2 time out of your busy schedules -- and in some 

 3 cases, for changing your schedules -- to be here 

 4 today. And we look forward to hearing your views. 

 5 I also want to thank the CFTC for 

 6 hosting this roundtable, and the staff at both the 

 7 CFTC and the SEC who have worked tirelessly behind 

 8 the scenes to make this roundtable a reality. 

 9 Before continuing, for the record I also 

 10 need to give our standard disclaimer that all of 

 11 my remarks and questions, and those of my SEC 

 12 colleagues participating in the roundtable over 

 13 the next two days, reflect only our personal views 

 14 and do not necessarily reflect the views of the 

 15 SEC, any individual SEC commissioner, or other 

 16 members of the SEC staff. 

 17 Our discussion today needs to begin with 

 18 the recognition that implementing the swap rules 

 19 is a substantial undertaking that presents 

 20 significant challenges for market participants, 

 21 including developing new operations, internal 

 22 systems and controls, technology infrastructures, 
 16 

 1 external connectivity, legal documentation, 

 2 trading conventions, and compliance regimes. 

 3 We are seeking to transition a large 

 4 existing market that developed outside the scope 

 5 of any significant regulatory restrictions or 

 6 requirements to a new paradigm of comprehensive 

 7 regulation. As regulators, we believe we have a 

 8 number of tools at our disposal to facilitate this 

 9 effort. For example, we can adjust the order in 

 10 which we adopt rules. We can adjust the sequence 

 11 in which the rules become effective, and when 

 12 compliance with them is required. And we can take 

 13 into account differences in products, asset 

 14 classes, market participants, and the development 

 15 of critical market infrastructures. 

 16 Our job is to sort through the 

 17 complexities and interdependencies and to 

 18 determine how best to use our tools so that the 

 19 transition will occur in a logical, integrated, 

 20 and cost-effective manner without causing market 

 21 dislocation or creating other unintended 

 22 consequences. Clearly, we need your help in this 
 17 

 1 effort. 

 2 Rick has done an excellent job in 

 3 summarizing the objectives of this roundtable, and 

 4 how we hope it will assist the agencies in 

 5 developing an effective implementation framework. 

 6 I want to add just a few brief remarks on where we 

 7 are at the SEC in terms of proposing our rules for 

 8 security-based swaps, and on some additional 

 9 implementation questions as to which we hope to 

 10 hear comment from panelists at this roundtable or 

 11 afterwards from interested parties. 

 12 First, although we at the SEC have 

 13 issued most of our rules related to security-based 

 14 swaps, unlike the CFTC we are still in the 

 15 proposal phase of our rule-making process. In 

 16 particular, we are working on proposing rules 

 17 regarding the substantive requirements for 

 18 securities-based swap dealers and major 

 19 security-based swap participants. 

 20 Once we have issued all of our 

 21 proposals, the staff will consider whether to 

 22 recommend providing an opportunity for interested 
 18 

 1 parties to comment on how all the pieces fit 

 2 together, just as the CFTC has done. But in the 

 3 meantime, we have not closed our comment files. 

 4 And we continue to welcome comments on our rules, 

 5 even if the formal comment period has expired, in 

 6 how they relate to each other and to the rules 

 7 that have been proposed by the CFTC. As a 

 8 practical matter, this means that you'll have at 

 9 least another month or two to comment on 

 10 everything we're doing as we complete the proposal 

 11 phase and before we adopt any final rules. We are 

 12 already studying very closely the comments that we 

 13 have received so far on the substantive aspects of 

 14 our rules. 

 15 Now as Rick mentioned, the purpose of 

 16 this roundtable is to address issues related to 

 17 implementation sequencing and timing, and not the 

 18 substantive elements of any particular rule 

 19 proposal. But we recognize that to some extent, 

 20 the choices we make regarding the substance of our 

 21 rules may affect your recommendations for how we 

 22 approach the implementation process. We think 
 19 

 1 that is the case. We would be interested in 

 2 hearing about it. 

 3 We also recognize that certain themes 

 4 that have emerged from the substantive comments on 

 5 our rules to date might inform how we proceed with 

 6 finalizing our rules. For example, one such theme 

 7 is concern over the international reach and 

 8 effectiveness of our proposed rules, including 

 9 with respect to the mandatory clearing 

 10 requirement, data reporting, SEF trading, and 

 11 dealer registration. We acknowledge this concern, 

 12 and the request for greater clarity in this area. 

 13 The SEC staff is actively considering 

 14 whether we can address these issues in the context 

 15 of our adoption of each separate rule that raises 

 16 international issues, or whether we need to 

 17 address these concerns through a separate release 

 18 focusing more holistically on all the 

 19 international questions that have been raised. 

 20 In the meantime, we would be interested 

 21 in hearing from each of the relevant panels about 

 22 the extent to which we need to take into account 
 20 

 1 international jurisdictional and harmonization 

 2 issues in considering our implementation 

 3 framework. 

 4 Another concern that has been raised 

 5 across a number of rule-makings is that 

 6 inconsistency between the regulations adopted by 

 7 the two agencies may impose unnecessary costs and 

 8 burdens on certain market participants and might 

 9 complicate or delay the implementation process 

 10 itself. Once again, we acknowledge this concern. 

 11 We have worked hard to coordinate with the CFTC 

 12 staff on our respective approaches to each of our 

 13 proposed rules, and we will continue to do so. 

 14 As we move toward the adoption phase, we 

 15 would especially welcome input on whether for any 

 16 particular rules, certain inconsistencies are 

 17 justified, or perhaps even required by meaningful 

 18 differences in the markets and trading 

 19 characteristics of the different products we 

 20 regulate. And if that is not the case, to what 

 21 extent do you value consistency over any 

 22 particular substantive result? 
 21 

 1 Similarly, given that the two agencies 

 2 are at slightly different phases in our 

 3 rule-making efforts, we would welcome comment on 

 4 potential implications or the markets. If the 

 5 agencies would move forward with adopting their 

 6 rules at different times, it's consistency in the 

 7 timing of rule adoptions as important as 

 8 consistency in the substance of those rules? How 

 9 important is consistency in the role compliance 

 10 states? Again, do different products have 

 11 different trading characteristics or market 

 12 infrastructure, such as the stage of the 

 13 development in terms of clearing, that might 

 14 warrant different implementation timeframes? Do 

 15 differences in market participants who trade swaps 

 16 or security-based swaps warrant different 

 17 approaches to implementation? 

 18 Finally, and with a view to next steps 

 19 after this roundtable, let me note that we 

 20 recognize market participants have important 

 21 decisions to make in determining how best to 

 22 allocate their resources effectively and build the 
 22 

 1 new regime for swaps contemplated by our rules. 

 2 A key input to these allocation 

 3 decisions, of course, will be how the agency 

 4 sequences the implementation of the rules. In 

 5 this regard, I would welcome comments on how we 

 6 can be most effective in facilitating the 

 7 efficient allocation and management of resources 

 8 over the coming years by market participants 

 9 consistent with the goals of Dodd-Frank. For 

 10 example, how useful would it be in terms of the 

 11 overall process for the SEC to set out a game plan 

 12 that describes with some specificity the order in 

 13 which we'll adopt our rules, the order in which 

 14 those rules would become effective, and so forth. 

 15 In other words, a roadmap for how we will get from 

 16 where we are right now to the world envisioned by 

 17 Dodd-Frank. Is such an approach practical? And 

 18 would it create any unnecessary delay? Or would 

 19 it ultimately help us to get to the end of the 

 20 implementation process more quickly and 

 21 effectively? 

 22 With that, let me again thank our 
 23 

 1 panelists for their participation. The insights 

 2 you bring will be extremely valuable as we move 

 3 toward the adoption phase of our Title VII 

 4 rule-making. And please remember that any other 

 5 interested party is welcomed and encouraged to 

 6 submit written comments related to the 

 7 implementation issues that we are addressing at 

 8 this roundtable. 

 9 These comments will be studied closely 

 10 by the staff and will help inform our approach to 

 11 the implementation of our rules. Like the CFTC, 

 12 the SEC has opened a comment file for this 

 13 purpose. You will find it -- you will find a link 

 14 for it on our website by going to the press 

 15 release announcing this roundtable. 

 16 And with that, I'll turn it back over to 

 17 you, Rick. 

 18 MR. SHILTS: Thank you, Robert. Before 

 19 I go through the agenda to start the first panel, 

 20 I see that Chairman Schapiro and Chairman Gensler 

 21 here, I wondered if you wanted to make any opening 

 22 remarks? 
 24 

 1 CHAIRPERSON SCHAPIRO: (inaudible) 

 2 CHAIRMAN GENSLER: I'll echo Chairman 

 3 Schapiro's comments to thank everybody on this 

 4 panel and the subsequent panels. This is really 

 5 important to the American public as we move 

 6 through the proposals and ultimately to the final 

 7 rules, hopefully later this year. 

 8 But the implementation to do this in a 

 9 balanced way -- get the job done the American 

 10 public expects, but also try to lower the cost and 

 11 burden so that it's done in a phased way will be 

 12 very helpful. Thank you. 

 13 MR. SHILTS: And thank you. As I said, 

 14 we have three panels scheduled for today. Our 

 15 first panel is entitled, Process for Registering 

 16 and Making Operational Clearing Entities, Trading 

 17 Platforms, and Data Repositories. It will run 

 18 from 9:30 to noon, when we will take a one-hour 

 19 lunch break. We may take a short break during 

 20 this discussion around 10:45. 

 21 Our second panel -- excuse me -- is 

 22 titled, Process of Registering and Making 
 25 

 1 Operational Dealers and Major Participants. It 

 2 will run from 1:00 to 2:30. And then our third 

 3 panel today is entitled, Connectivity and 

 4 Infrastructure Issues. It will run from 2:45 to 

 5 4:00 today. That will conclude the discussions 

 6 for today, and on both days we will try to end 

 7 around 4:00. 

 8 So let's get started with the first 

 9 panel. For panel 1, it will focus on 

 10 implementation issues related to the process for 

 11 registering and making operational clearing 

 12 entities, trading platforms, and data 

 13 repositories. Some concepts to be addressed 

 14 include issues related to entities being able to 

 15 be registered or provisionally registered, and the 

 16 time required to be operational and assume the 

 17 basic functions of a clearing organization, a SEF 

 18 or security-based SEF, or an SDR. 

 19 We want to hear views on the timing for 

 20 implementation of policies, procedures, rules, and 

 21 systems necessary to begin operations. Should the 

 22 timing phase in, recognize differences in asset 
 26 

 1 class, type of market participant, rule 

 2 dependency, or something else? What do we need to 

 3 consider effectively to harmonize the rule- 

 4 makings from both a domestic and an international 

 5 perspective? 

 6 And before we begin the discussion, I'd 

 7 like to go around the table and have everyone 

 8 introduce themselves and identify who they 

 9 represent. We'll go this way. John? 

 10 MR. LAWTON: I'm John Lawton, deputy 

 11 director, Division of Clearing and Intermediary 

 12 Oversight at CFTC. 

 13 MR. MORAN: Hi. Chris Moran, Nomura 

 14 Securities, global head of Fixed Income 

 15 Operations. 

 16 MR. TURBEVILLE: Wally Turbeville, 

 17 Better Markets. 

 18 MR. DeWAAL: Gary DeWaal, global general 

 19 counsel, Newedge. 

 20 MR. PRITCHARD: Raf Pritchard, 

 21 TriOptima. 

 22 MR. LEVI: Ron Levi. I'm representing 
 27 

 1 GFI Group and the WMBA. 

 2 MR. CAWLEY: James Cawley, CEO of 

 3 Javelin Capital Markets. 

 4 MR. COOPER: Adam Cooper, chief legal 

 5 officer, Citadel. 

 6 MR. BRADY: Neal Brady, CEO Eris 

 7 Exchange. 

 8 MR. OLESKY: Lee Olesky, CEO of 

 9 Tradeweb. 

 10 MR. THOMPSON: Larry Thompson, general 

 11 counsel, Depository Trust and Clearing 

 12 Corporation. 

 13 MR. CUTINHO: Sunil Cutinho. I lead the 

 14 operations systems and infrastructure team for the 

 15 CME Clearinghouse. 

 16 MR. MAGUIRE: Hi, I'm Danny Maguire. I 

 17 represent LCH.Clearnet Group. 

 18 MR. EDMONDS: Chris Edmonds from ICE 

 19 Trust. 

 20 MS. SEIDEL: Heather Seidel, associate 

 21 director, Division of Trading and Markets at the 

 22 SEC. 
 28 

 1 MR. SHILTS: Okay. Thank you to 

 2 everyone. And now to start off with the first 

 3 question, I'll turn to John. 

 4 MR. LAWTON: Good morning. For clearing 

 5 entities, trading platforms, and data 

 6 repositories, registration and development of 

 7 applicable rules and procedures would have to be 

 8 completed before compliance with those rules and 

 9 procedures by market participants could be 

 10 required. This suggests a two-step process where 

 11 market infrastructures are required to be 

 12 registered and have in place their rules and 

 13 procedures before market participants are required 

 14 to use those infrastructures. 

 15 If the commissions were to follow this 

 16 approach, how quickly could each type of 

 17 infrastructure be open for business? And what are 

 18 the implications of following this sort of 

 19 two-step approach. 

 20 Let's start the discussion with the 

 21 clearinghouses, then move to the trading 

 22 platforms, and then move to the data repositories. 
 29 

 1 So if someone from one of the clearinghouses could 

 2 open it up. 

 3 MR. CUTINHO: We have a Dodd-Frank 

 4 compliant clearing service for our energy 

 5 commodities, credit default swaps, and interest 

 6 rate swap asset classes. We've been operational 

 7 for credit default swaps since December of 2009, 

 8 and for interest rate swaps since October of 2010. 

 9 We feel that we have an open clearing 

 10 service. We have an API, we are connected to 

 11 three platforms right now. There are several that 

 12 are currently certifying to the platform. 

 13 In terms of clearing members, we have 13 

 14 clearing members for both the CDS and the rate 

 15 asset class. Our clearing members have been 

 16 operational since the time of the launch. They 

 17 are also continuously testing with customers. We 

 18 have cleared both dealer and customer trades. 

 19 As I said before, we are already 

 20 registered with the DCO -- as a DCO with the CFTC, 

 21 and we have -- and we are providing reports to the 

 22 CFTC on a daily basis on both the trade level as 
 30 

 1 well as the portfolio margin. 

 2 MR. EDMONDS: I think when we look at 

 3 the opportunity that faces us as an industry as a 

 4 whole -- and John, specifically to your question 

 5 -- you know, the impact of the changes while we 

 6 all have compliant operations today, the question 

 7 is, can we be compliant tomorrow? And you know, 

 8 Intercontinental Exchange has a number of 

 9 different clearinghouses, a number of different 

 10 asset classes. I just happen to focus on the one 

 11 on CDS. 

 12 I think the industry is asking, you 

 13 know, regardless of what day you start, give us a 

 14 date. Tell us who is impacted. Tell us what's 

 15 impacted, and let us figure out how. And you will 

 16 hold us accountable to that over time of whether 

 17 or not we're complaint to your comment about the 

 18 rules and how they're written. 

 19 The difficulty for us -- and the comment 

 20 was made by Robert in his opening statement -- is, 

 21 how do we allocate those resources? And where do 

 22 we start? And right now, it's a little bit like 
 31 

 1 watching an election process and the polls come 

 2 in. And one day we're going this path, the next 

 3 day we're going this path. At some point in time, 

 4 we have to make a decision and allocate those 

 5 resources. 

 6 And certainly for ICE trust 

 7 specifically, as Dodd-Frank deems our operation, 

 8 which is currently a limited purpose trust vehicle 

 9 or a depository institution, will be deemed a DCO 

 10 come July. You know, we're compliant within the 

 11 DCO rules as they exist today, but there's a lot 

 12 of uncertainty about what exists tomorrow. And 

 13 the sooner we get there, the better. 

 14 So if I had, you know, some magic wand 

 15 or somebody gave me the opportunity to influence 

 16 the person with the magic wand, you know -- tier 

 17 one, the phasing approach? I don't see how -- you 

 18 have no other choice than to go in a phasing 

 19 approach. My only advice is, let's get started. 

 20 It's the uncertainty, I think, that's 

 21 challenging the market, whether it's clearing 

 22 members, end users, clearinghouses, execution 
 32 

 1 platforms, SDR. It's all about when do we jump 

 2 off the bridge together? The sooner the better. 

 3 SPEAKER: I also think that -- to Chris' 

 4 point -- that the phased approach should 

 5 definitely be done by asset class. Because 

 6 there's many different individuals around the 

 7 table that actually have different processing and 

 8 piping. And phasing in by asset class, I think, 

 9 would be the best approach. 

 10 MR. MAGUIRE: On behalf of LCH Group, 

 11 first of all, I'd just like to thank both of the 

 12 commissions for inviting us here to represent our 

 13 views over the next two days. 

 14 And going to John's question, we as a 

 15 group really split this into probably four 

 16 categories or four sections. In terms of what are 

 17 the impediments for us as a registered DCO to be 

 18 able to offer all of these services across the 

 19 group. 

 20 At a high level we look at the 

 21 international alignment on regulation. I'll jump 

 22 into detail shortly. The second one would be 
 33 

 1 around rule compliance and our internal governance 

 2 and policy approval. Because we have to navigate 

 3 that through various committees and boards. There 

 4 are risk perspectives in there as well. And then 

 5 finally, the operational, technical scalability 

 6 side of things. So we sort of see it in four 

 7 categories. 

 8 Just jumping into the international 

 9 side, we think it's critical that the rule-makings 

 10 are aligned with the international standards. 

 11 Being a little bit selfish, specifically, with the 

 12 EU given we have as CCPs both in the euro zone and 

 13 the UK and here in the States. 

 14 Also, we have a product mix that spans 

 15 both across the CFTC rule-making and, likewise, 

 16 the SEC jurisdiction as well. So we think it's 

 17 absolutely critical that the risk management 

 18 requirements between those agencies are very well 

 19 dovetailed as best possible. 

 20 And then also, when we look at the CCPs 

 21 such as our limited and assay entity, which is 

 22 based outside of the U.S., we think if we are 
 34 

 1 clearing on behalf of U.S. Entities 100 percent 

 2 should be subject to the U.S. rule- making 

 3 approach and home supervision. But for those 

 4 transactions and those entities that are non-U.S. 

 5 executing outside of the U.S. on the home rules, 

 6 they should be outside of the touch of the U.S. 

 7 regulation. 

 8 Moving on to the compliance and the 

 9 governance aspects. Inevitably when the 

 10 finalization of the rules is complete there's 

 11 going to be some changes required around, for 

 12 example, membership and the open access side of 

 13 things. Default management arrangements, 

 14 potentially around the -- you know, the 

 15 composition of risk committees, boards, 

 16 shareholder ownership, et cetera. None of those 

 17 things are trivial, although we understand and 

 18 accept that there will be change required around 

 19 those. 

 20 So for us, this is going to require 

 21 potentially member consultation, ballots, 

 22 shareholder votes, et cetera. And as I say, none 
 35 

 1 of those are trivial. We accept that we will go 

 2 through those. But those are not short things 

 3 that we have to do. 

 4 And finally as well, we have to get 

 5 approval from our local regulators as well as our 

 6 regulators here in the U.S. So as much as we like 

 7 to move those things forward as quick as possible, 

 8 there's a natural transition that you go through. 

 9 Just going on the risk standpoint, I 

 10 think something that's really come to the fore 

 11 here is the CCPs are going to become more and more 

 12 important. They're already important, but 

 13 systemically important, I guess, as we move 

 14 forward. And you've got to have supreme 

 15 resilience and security, and that's across all 

 16 different aspects. That's your risk management 

 17 framework, but that's technology as well and 

 18 operational processes. 

 19 So we think the phasing has got to be 

 20 realistic and achievable. We worry that if the 

 21 window is too small there's a huge amount of what 

 22 needs to be done via the FCMs. The CCP or DCO is 
 36 

 1 the clients, and all the other infrastructure 

 2 providers. So a small window is not ideal. We 

 3 fully support the idea of phasing. We're 

 4 relatively agnostic, although we obviously have 

 5 commercial buyers in there, but from an 

 6 implementation standpoint we're agnostic in terms 

 7 of -- to Christopher's point, which asset class 

 8 goes first or which part of the infrastructure 

 9 goes first. We just need to make sure we're 

 10 ready. 

 11 And I think the biggest elephant in the 

 12 room, for want of a better phrase, is around the 

 13 technical obstacles. Building out end-to-end 

 14 infrastructure for these products. We've got an 

 15 established clearinghouse, we have 50 percent of 

 16 the global interest rates, swap market going 

 17 through it. But these rules are game changing. 

 18 We're going to see higher volumes, smaller 

 19 transactions. So the 50 percent we've seen for 

 20 the last 10 years is probably going to be very 

 21 different as we move forward when we see the 

 22 finalization of the rules. So a lot of the 
 37 

 1 processing is going to change. 

 2 And we think, with all the end-to-end 

 3 testing and the sort of choreography between all 

 4 of the infrastructure providers around the table 

 5 in the room, it's not a trivial exercise. So we 

 6 have a patchwork quilt that we need to get 

 7 through. And we think, you know, that all of 

 8 these things suggest that a phasing approach is 

 9 definitely the right approach. And it needs to be 

 10 a reasonably wide window to make sure there aren't 

 11 any unintended consequences from rushing. 

 12 MR. SHILTS: If I could just ask a quick 

 13 question. And it -- we're going to have other 

 14 panels to kind of talk about some technology 

 15 infrastructure issues. But you talked about the 

 16 various other -- the window for getting rules and 

 17 processes and other things in place. Do you just 

 18 have any -- both yourself and others -- any 

 19 comments as to what the nature of the timeframe? 

 20 What are you talking about that would be realistic 

 21 in terms of an implementation schedule? 

 22 MR. EDMONDS: I think part of that's a 
 38 

 1 function on the magnitude of the final rules as 

 2 they come out, Rick. So it's a little bit 

 3 difficult. But I'll take one stab at it. 

 4 You know, if I think about the open 

 5 access requirement that Dan made mention of, you 

 6 know, we certainly have open access availability 

 7 today. But if I think about it as it relates to 

 8 swap execution facilities. Until we know the 

 9 magnitude of the changes from a risk perspective, 

 10 when are you going to guarantee the transaction? 

 11 Is the transaction guaranteed at the point of 

 12 execution? Well, if it's guaranteed at the point 

 13 of execution the lift that the clearinghouses will 

 14 have in order to submit or to accept that 

 15 information and give the response back to the 

 16 market participants is significant. 

 17 And you know, the more prescriptive you 

 18 are in the rules or the commissions are in the 

 19 rules, the more potential risk associates with 

 20 that -- is associated with that risk horizon or 

 21 that time horizon of implementing those risk 

 22 filters. But without those risk filters the 
 39 

 1 amount of danger that we as a CCP are taking at 

 2 that point in time is not a level that we've been 

 3 comfortable with in the past, and I think it would 

 4 be difficult going forward. 

 5 And that's not what we were looking to 

 6 accomplish as an industry. You know, the 

 7 legislation was not there to increase the risk, it 

 8 was there to decrease the risk over time and 

 9 increase that transparency. 

 10 So if we look at that without 

 11 establishing what the obligations of the DCO are, 

 12 the transparency requirements of the SDRs that 

 13 come around that. And then when you get to the 

 14 execution piece of it, how the execution 

 15 facilities plug into that infrastructure? I do 

 16 think when you think about sequencing that you 

 17 have to put it in that direction. Otherwise there 

 18 will be a number of unintended consequences that 

 19 you have to deal with, notwithstanding those that 

 20 may come voluntarily over time. 

 21 MR. CUTINHO: I think to add to what 

 22 Chris said, there are some rule changes that are 
 40 

 1 in progress. For example, segregation. Those we 

 2 do need a lot of time to analyze them. 

 3 In terms of risk monitoring in real 

 4 time, we feel that a clearinghouse should provide 

 5 real-time monitoring of risk at the member level. 

 6 And it should also provide its clearing members 

 7 the opportunity to monitor risk for their 

 8 customers. So, we believe -- so the service we've 

 9 built is real-time clearing service so that it can 

 10 respond in real time based on the risk or the 

 11 limits that we have placed on the system. So to 

 12 the extent that we can respond to the platforms or 

 13 market participants in real time, we believe that 

 14 the system will be safe. 

 15 Now it's not possible, as Chris pointed 

 16 out, to apply guarantees further upstream because 

 17 there are a lot of SEFs in place. And as a 

 18 clearinghouse, it's a point of convergence. 

 19 That's the place where all transactions end up. 

 20 So the best place to -- monitoring of credit and 

 21 monitoring of risk is at the clearinghouse. 

 22 MR. SHILTS: Do any of the other 
 41 

 1 participants -- sorry. 

 2 MR. MAGUIRE: Just from the LCH Group 

 3 standpoint, there's -- specifically to the 

 4 question around timing and what are the real key 

 5 things, I think it's pretty well understood by the 

 6 industry. There's obviously this gap between when 

 7 the rules are proposed and the finalization of the 

 8 rules. Until we have finality it's going to be 

 9 very hard to put a number or a date on that. So I 

 10 just echo CME and ICE's perspective on that. 

 11 But when I look at what are the key kind 

 12 of rules that we need some high level of 

 13 prescription and definition on, whatever they may 

 14 be, it's really around the risk requirements. 

 15 It's the account structure side of things for some 

 16 groups. Even across ECPs, we've got different 

 17 levels of capability around different types of 

 18 segregation. So, there's the account structure. 

 19 There's the governance and sort of board 

 20 composition and shareholder side of things. And 

 21 then, there's the open access -- the membership 

 22 requirements. Those, for us, are some of the key 
 42 

 1 items that we need finalization on. 

 2 Once we have a -- you know, a final 

 3 statement on that, it's going to be easier for us 

 4 to predict how far from that. But those are 

 5 probably the key points for us. 

 6 MR. THOMPSON: Hey, John. You mentioned 

 7 that some of us have some other views. We do. 

 8 And the order of implementation, I think, is key 

 9 to answer some of the other questions that you 

 10 just raised. 

 11 And I'd like to start it by saying we 

 12 should go back to front. Start off with the 

 13 implementation of the swap data repositories, then 

 14 on to your SEFs and to your CCPs. 

 15 You need the trade data to really make 

 16 sensible decisions about some of the other issues 

 17 that have been raised so far today. You need to 

 18 understand what the cleared open interest will be, 

 19 and the kind of liquidations that may give rise in 

 20 order to understand the extent and the 

 21 restrictions that ought to be put onto the 

 22 marketplace. And also, what the CCP liquidations 
 43 

 1 are going to look like. 

 2 Within each level of processing, the 

 3 implementation should be sequenced by asset class 

 4 from the most electronic to the least. So that 

 5 you would probably start with credit first and 

 6 rates, and so on in that order. Commodities 

 7 probably should be the last, given the high 

 8 percentage of end users to end user trades. In 

 9 fact, that it's less electronic in that respect. 

 10 To reporting. Regulatory reporting, 

 11 obviously, in our view, should be done first. And 

 12 the focus should be starting with a very granular 

 13 level of trade reporting and the flow of that. We 

 14 believe that at the very beginning, you have to 

 15 have very good rulebooks. Those rulebooks have to 

 16 be put in place before you can start all of that. 

 17 So that, you know, you have a very clear 

 18 understanding of what the rights and obligations 

 19 of all of the parties, you know what all of the 

 20 connections are, you know what all of the 

 21 reporting will be. And you got to make certain 

 22 that you get complete buy in by all parts of the 
 44 

 1 industry. 

 2 And from the SDR standpoint, in order to 

 3 get the best information you have to have all of 

 4 the trades reported to the swap data repository. 

 5 You cannot have cherry-picking going on. So from 

 6 our standpoint, if you want to look at it, let's 

 7 start with the back and build the back end so that 

 8 you have transparency to answer some of the 

 9 questions that I think have been fairly raised by 

 10 some of your other users. 

 11 MR. COOPER: If I can just make a 

 12 comment or two in support of some of these 

 13 comments that have been made. 

 14 First I think, critical to all of this 

 15 is there be a balanced and inclusive sort of 

 16 membership composition of the governance 

 17 committees that, as was mentioned earlier, will 

 18 need to sit down at the CCPs and make some of 

 19 these rules and hash through. I think this is an 

 20 initiative where all stakeholders need to be 

 21 fairly represented around the table in order to 

 22 have the most robust input. 
 45 

 1 A phased implementation and a rational 

 2 sequencing, of course, makes sense. And I concur 

 3 with Larry's view that there's tremendous data 

 4 that exists today that will help inform the asset 

 5 classes that can be phased first. And I would 

 6 suggest those for which the infrastructure already 

 7 exists today. We've heard, like with CDS and the 

 8 CME and rates products, there's much of that 

 9 infrastructure that's already built. And in 

 10 addition, that information will help inform what 

 11 participants are included in sort of the phase out 

 12 process. 

 13 The last point I'd make is that in the 

 14 context of the implementation and the sequencing, 

 15 I don't think that we need to do sort of a serial 

 16 back to front end, necessarily. I think, in fact, 

 17 we can multitask. And that a number of these 

 18 processes can proceed in parallel. 

 19 And the final point I'd make isn't in 

 20 connection with any kind of rational sequencing. 

 21 Let's just make sure that there are objective and 

 22 measurable milestones. With everybody around the 
 46 

 1 table -- there's on-boarding and there's testing 

 2 to ensure during the phase-in period that 

 3 everything is working just fine. 

 4 MR. COOK: Adam, can I just ask if you 

 5 could elaborate a little bit on your point about 

 6 multitasking and phasing and parallel? Can you 

 7 give us a little bit more color of what you have 

 8 in mind there? 

 9 MR. COOPER: I would suggest -- I mean, 

 10 I'm sort of responding and supporting Larry's 

 11 point that swap depository -- you know, 

 12 repositories are very useful. You know, instead 

 13 of doing it let's do it back end to front end. 

 14 There's a lot that can be done in terms 

 15 of establishing the integrity of the reporting 

 16 system and the information available in the data 

 17 repositories. Disseminating it to the market 

 18 while at the same time, for example, ensuring that 

 19 there's inclusive and sort of robust composition 

 20 to the membership and the risk management and the 

 21 other critical committees at the clearinghouses. 

 22 As the rules for compliance and segregation and 
 47 

 1 all of the necessary components for product roll 

 2 out are sort of being digested by the marketplace 

 3 -- these committees and user groups, advisory 

 4 groups, dealers, end users, you know, a variety of 

 5 the stakeholders -- can be actually rolling up 

 6 their sleeves, sitting down, and doing the hard 

 7 work. 

 8 Let's talk about, you know, getting the 

 9 agreements -- standard form agreements that the 

 10 industry will need in place at the same time that 

 11 we may be finalizing rules and identifying what 

 12 sequences of asset classes make the most sense. 

 13 We can put agreements in place, we can do a whole 

 14 bunch of work in terms of -- I know it's a later 

 15 panel -- connectivity of potential clearing firms 

 16 and CCPs can be undertaken. It's not reinventing 

 17 the world. A lot of this technology and a lot of 

 18 this infrastructure already exist. So let's take 

 19 advantage of it. 

 20 I think the key is in sort of 

 21 identifying milestones, you know. And criteria 

 22 that will measure success or failure or, you know, 
 48 

 1 need to work harder at this. And as an industry, 

 2 as a community of all stakeholders, you know, sort 

 3 of let's be critical about whether we're meeting 

 4 those milestones. 

 5 MR. BRADY: Yes, I just have a few 

 6 comments to, you know, support some of what Adam 

 7 said and some of the earlier comments. And also, 

 8 to Chris' point earlier. 

 9 I think there's a whole lot of readiness 

 10 out there. There's a lot of work that's already 

 11 been done. I mean, I think just from the trading 

 12 platform side, you know, there was a showcase here 

 13 where there was a number of platforms that showed 

 14 that a lot of investment has been made. There's a 

 15 lot of platforms already operating in this 

 16 marketplace that certainly need to be retooled and 

 17 fitted to meet the mandates of Dodd-Frank. 

 18 But I think the idea of a hard date, of 

 19 taking the uncertainty out and also providing that 

 20 -- you know, the game plan, the road map that was 

 21 mentioned, I think, would be very, very important 

 22 to really catalyze and focus the energy of the 
 49 

 1 industry. And I think there's a pretty broad 

 2 consensus that clearly this has to be phased. And 

 3 it would seem logical that you'd focus on the most 

 4 liquid contracts in the CDS indices and rates, 

 5 places where either they're already being cleared, 

 6 there are already platforms, there are 

 7 single-dealer platforms, multi-dealer platforms. 

 8 You know, platforms like Eris Exchange, which is a 

 9 futures exchange which trades a, you know, 

 10 standardized interest rate swaps. I think the 

 11 industry is ready to go and waiting for that hard 

 12 date. 

 13 The other point I would make is to say 

 14 that in this, I believe there needs to be a 

 15 certain amount of flexibility provided in the 

 16 process. You know, in Eris Exchange we were able 

 17 to apply for a DCM and were a company that -- you 

 18 know, a new start that was formed a little over a 

 19 year ago. The rest of the -- majority of the 

 20 players are already existing platforms and 

 21 organizations. I believe it's possible to put the 

 22 rulebooks and the correct, you know, documentation 
 50 

 1 in place if there was an approach that allowed, 

 2 perhaps, provisional registration. You know, 

 3 subject to meeting the -- what's put in the 

 4 rulebook and in the rules. And then watched over 

 5 closely. And there was an open for business date 

 6 of -- you know, it's been thrown around -- 

 7 December 31. Get the registration done by then, 

 8 but then watch it over close. I think that would 

 9 be very, very useful. 

 10 MR. CAWLEY: Yes. I would like to echo 

 11 and agree with some of the comments Neal and some 

 12 of the other guys have said. 

 13 You definitely need to have a specific 

 14 date to which we can work towards. We need to 

 15 know where the goalposts are. That said, it seems 

 16 to make sense that you need to have some type of, 

 17 you know, graduation into the process. Wading 

 18 into it too tight and it creates a chaos, too long 

 19 and you have the manana effect where it never gets 

 20 done. 

 21 We also need to be mindful that we're 

 22 two and a half years past the financial crisis. 
 51 

 1 And that's, you know -- there has been 

 2 considerable infrastructure built by some in that 

 3 period that's ready to go. And there are others 

 4 who are quickly and deliberately moving towards 

 5 those goals as well. 

 6 So again, you need a date. You need a 

 7 period in which to graduate the market into that. 

 8 But you need to be mindful that if it is too long, 

 9 it could have negative consequences. 

 10 Talking about consequences, you need to 

 11 have negative -- you need to have some type of 

 12 carrot and stick. If you don't get -- if an 

 13 entity doesn't comply with in the given timeframe, 

 14 you know, what are the consequences? Are they 

 15 allowed to clear, are they allowed to trade? I 

 16 mean, you should really take a very black and 

 17 white view to that. You're either in and ready or 

 18 you're not. 

 19 MR. MORAN: And just on that -- on the 

 20 regulatory capital implications that would happen 

 21 in the event that you were not to clear certain 

 22 swaps. Because I think in doing so, that would 
 52 

 1 actually allow for dealers and clients to 

 2 understand what the implications are. 

 3 I think a lot of infrastructure has been 

 4 built. I think we're just waiting for that last 

 5 10, 15 percent to build out on certain things, 

 6 such as segregation. And a lot of the additional 

 7 functionality that needs to exist. But until we 

 8 have some clarity there, firms on the dealer and 

 9 client side are looking to allocate resources. 

 10 And right now, I think without having that date 

 11 and without having the regulatory capital 

 12 implications it's difficult to understand, you 

 13 know, what the penalties are for not clearing. 

 14 MR. TURBEVILLE: I think it's -- as the 

 15 one entity that's not going to profit or lose 

 16 particularly from how this comes off -- public 

 17 interest is our business. 

 18 One of the questions -- one of the 

 19 observations is that there's a lot of discussion 

 20 about you've got to phase, got to -- but also from 

 21 the public's perspective, the public doesn't 

 22 understand necessarily the differences between the 
 53 

 1 various organizations. For instance, clearing. 

 2 You're either clearing product now or as you 

 3 sequence additional product that you clear that's 

 4 in your control. So you can control how you phase 

 5 in your business or not. 

 6 It would seem to me that as we talk 

 7 about how to do this asset class by asset class, 

 8 or whichever plan is discussed, we need to really 

 9 talk about the sequencing in a three-dimensional 

 10 way. How does it work with matching data and 

 11 clearing? And it would seem to me that the focus 

 12 really has to more go to the matching side in 

 13 terms of sequencing and how that works. Because 

 14 the clearing side will operate -- will phase in 

 15 itself. And the data side would presumably as 

 16 well. 

 17 In terms of sequencing, what gets 

 18 matched out there and how it gets matched in the 

 19 market might be the way to think of it. And as 

 20 the leading indicator of how things get sequenced. 

 21 I just wonder if you think that's true. That's a 

 22 -- 
 54 

 1 MR. EDMONDS: Personally I think I'd 

 2 disagree with you there, Wally. Because today 

 3 when we control out destiny we control our destiny 

 4 because there are commercial reasons and we make 

 5 the decision to allocate the resources that way. 

 6 The other side of the implementation of these 

 7 rules may not be in the same manner. And it may 

 8 be mandated -- it certainly seems like it will be 

 9 mandated that we are required to clear certain 

 10 products at certain points in time. 

 11 MR. TURBEVILLE: But only if you seek to 

 12 have them mandated, right? 

 13 MR. EDMONDS: Okay. So if I have a 

 14 business today and I'm clearing credit default 

 15 swaps and they're mandated to be cleared tomorrow? 

 16 And I need to expand that to five other pieces of 

 17 the credit default swap market, today I control 

 18 that timing. I may not control that timing 

 19 tomorrow. That's my point. (inaudible) or 

 20 jeopardize pieces of the business. 

 21 MR. CAWLEY: Can I ask a question? What 

 22 kind of timing are the commissions considering? 
 55 

 1 Are we looking at days, weeks? Or are we looking 

 2 at years or months? 

 3 MR. COOK: We thought you had it done 

 4 already. 

 5 MR. CAWLEY: Well, we're ready to go. 

 6 MR. COOK: I think that's really the 

 7 purpose of this roundtable, is to launch a 

 8 discussion about what is the reasonable timeframe. 

 9 Obviously we want to -- and how do we get there in 

 10 the quickest and yet most practical, 

 11 cost-effective way? So again, speaking for the 

 12 staff, we don't have a fixed -- on the SEC side, 

 13 we don't have a fixed timeframe in mind that we're 

 14 trying to get you to guess at or confirm. We 

 15 really want to hear what you guys think would be 

 16 the best way. How would you think about it if you 

 17 were in our shoes. 

 18 MR. SHILTS: And I guess just from our 

 19 standpoint, we did put out these concepts and did 

 20 throw out a date to say -- the end of this year. 

 21 So something, you know, that might be reasonable 

 22 or something to think about in terms of your 
 56 

 1 comments. 

 2 MR. CAWLEY: Well, I'll say, you know, 

 3 from where we sit as an execution venue hoping -- 

 4 or expecting to apply as a SEF, you know, we're 

 5 looking at our clearinghouse counterparts and 

 6 connectivity into those. And then, you know, once 

 7 we get connectivity into those, you know, how 

 8 quickly can we get a trade confirm back with the 

 9 CME, with LCH, and with ICE and others. 

 10 We're certainly prepared and have the 

 11 capability to give a real-time, you know, trade 

 12 execution message to the CCP. We'd like to 

 13 receive that message back in real time. We think 

 14 that that goes a long way to trade integrity, and 

 15 you know, decreasing settlement risk in the 

 16 system. 

 17 MR. LEVI: The IDBs work every day with 

 18 many technologies and many protocols. And just on 

 19 your last point, we already have certain areas and 

 20 certain asset classes where we get more or less 

 21 real-time confirmation back from the 

 22 clearinghouse. Actually, commodities, what we 
 57 

 1 think is probably the one where there's the most 

 2 infrastructure as opposed to the least 

 3 infrastructure. 

 4 The point is that each asset class, each 

 5 market does have different protocols and does have 

 6 different technologies attached to it. It's very 

 7 important that we don't come out with a 

 8 one-size-fits-all regulation, and even timing for 

 9 when the rules come into place. We certainly 

 10 agree that a phased approach on an asset class by 

 11 asset class basis is the right way forward. 

 12 Although, once again, I would probably argue with 

 13 Larry as to which should come first. 

 14 Larry mentioned CDS as being the primary 

 15 mover. The issue with CDS is, at the moment it's 

 16 going to be -- there's going to be two sets of 

 17 regulation. So harmonization between the two sets 

 18 of rules is absolutely key. If you think of it, 

 19 those things are traded on a platform today with 

 20 an index price and a single name price. If we had 

 21 to develop two platforms with two different sets 

 22 of regulation, I think that would cause great 
 58 

 1 dislocation. 

 2 On the subject of dislocation and 

 3 harmony, it's important that there is harmony with 

 4 other international jurisdictions. It's very easy 

 5 for hot money, for hot liquidity to flow from one 

 6 marketplace to another. We've seen it in the 

 7 past. And I think that's a very real threat. 

 8 I'm not suggesting by any means that an 

 9 entire marketplace will up and leave, but the 

 10 marginal liquidity and the marginal trades will 

 11 certainly go to where the regulation is most 

 12 conducive to trade. 

 13 I did very much like Adam's suggestion 

 14 of standard form agreements. I think there's 

 15 going to need to be many of these between 

 16 clearinghouses and SEFs and users and 

 17 clearinghouses. And I think as soon as we can get 

 18 to work on some of those and set those, that will 

 19 help things greatly. 

 20 We've spoken about interim registration 

 21 of various parties. We believe a shelf 

 22 registration may well help things whereby there's 
 59 

 1 a fear, irrational or not, of being a SEF or being 

 2 a swap dealer or whatever else. And the fear is 

 3 that if you become a SEF when all your other 

 4 competitors are not SEF, you may lose out business 

 5 because it's so prescriptive it hurts your 

 6 business. 

 7 What we think may work is if we can 

 8 apply, we can be given registration. But then 

 9 it's up to us to activate it. Maybe you give us a 

 10 short window so that when the rules are right or 

 11 when everything else is ready we can push the 

 12 button and go. 

 13 MR. PRITCHARD: Hi. As a swap data 

 14 repository provider, I'd like to follow up on some 

 15 of Larry's points. But obviously as a swap data 

 16 repository provider we agree with that. 

 17 I think both the chairman and the 

 18 moderator started out by saying that the topic 

 19 today is really the sequence and the timing of the 

 20 rule-makings and their effectiveness rather than 

 21 the substance. 

 22 And I think we would agree that getting 
 60 

 1 the data collected into one place where it hasn't 

 2 been centrally collected before would be a huge 

 3 asset to the remainder of the process. And we can 

 4 see that, you know, a lot of the discussions later 

 5 are about phasing in by a different category, such 

 6 as asset class and type of market participant. 

 7 And I think a lot is known about the ODC swap 

 8 market. But it is also true that there's more to 

 9 be learned once we get this data in. We'll 

 10 definitely be learning more. And you know, some 

 11 of those categories refer to what you might think 

 12 of as the structure of the OTC swap market. And I 

 13 think, you know, there are other aspects to that. 

 14 You know, there's the customized standardized 

 15 dimension, there's buy side and sell side. 

 16 There's a level of market exposure, there's 

 17 bilateral versus centrally cleared, collateralized 

 18 versus non- collateralized. There's a huge amount 

 19 of information to be gathered, not just about the 

 20 line items but about the structure of the market 

 21 and the benefit of getting all that data into one 

 22 place and cleaning it a little and looking at it. 
 61 

 1 It's not to be underestimated, to the whole of the 

 2 rest of this process. 

 3 And so we strongly agree with Larry's 

 4 comments about benefit of putting relatively -- 

 5 timing and sequence of swap data repositories up 

 6 the ordering. 

 7 As also, you know, just getting a cut of 

 8 the data, getting the noise out of the data, 

 9 cleaning up what is housekeeping events from what 

 10 are true price forming and risk events. Doing all 

 11 of that, an initial cut that, on the data, will 

 12 help answer a lot of these questions that are much 

 13 more substantive to the ordering. 

 14 MR. TURBEVILLE: Just to clarify, it 

 15 sounds like what both of you are saying is that 

 16 there's a sequencing associated with swap data 

 17 repositories. Which is getting the data in, 

 18 cleansing it or ordering it, and analyzing it. 

 19 Dissemination is maybe a next order event in terms 

 20 of -- which quite interests us is, how information 

 21 gets disseminated to the marketplace. But the 

 22 first stage in terms of data is capturing it, 
 62 

 1 looking at it, and making some sense of it. And 

 2 then dissemination is a next stage event. 

 3 MR. THOMPSON: Well, what I would say 

 4 is, what you have to have is the regulators have 

 5 to understand the qualities of the marketplace. 

 6 So regulator transparency into the market, which 

 7 is what I and what Ralph was just talking about, 

 8 are key to understanding that first. And then 

 9 making decisions by the regulators as to what 

 10 should be disseminated to the public clearly would 

 11 be something that they would then be in a position 

 12 to make. 

 13 But a lot of the decisions about the 

 14 qualities of the market, what should be cleared, 

 15 what is liquid, what is not liquid, how easily 

 16 you're going to be able to handle liquidations in 

 17 this marketplace, to go to the issues that Chris 

 18 raised earlier about what additional risks they're 

 19 taking on, the understanding of those things all 

 20 relate to having good data. And I would agree on 

 21 the issue of harmonization, that you not only need 

 22 harmonization among the commissions, which is 
 63 

 1 critical. But you also need international 

 2 harmonization. 

 3 This is a global marketplace. And the 

 4 information is going to come from many different 

 5 areas. We and the trade information warehouse 

 6 already receive data from 90 different countries. 

 7 And you want to continue that if you want to have 

 8 a view as to what the marketplace looks like. You 

 9 don't want to fragment that. 

 10 So it's critical that we look at the 

 11 issues of harmonization, not only among the 

 12 commissions but clearly among the international 

 13 standards. And therefore, you need to look at 

 14 what are the international standards that are 

 15 going to be governing this? 

 16 What I would suggest is, you look at 

 17 CPSS-IOSCO, where the SEC is co-chairing a group 

 18 looking at this very issue. They've come out in 

 19 May of 2010 with some preliminary standards. We 

 20 think those standards are very good. We think 

 21 those are the standards that should be met by at 

 22 least swap data repositories, if not other 
 64 

 1 clearing agencies that they'll be coming out with. 

 2 Because there's an international flavor that deals 

 3 with risk and those issues there. So, we would 

 4 suggest -- and by the way, we think the 

 5 commissions in that rule-making are taking into 

 6 account the CPSS-IOSCO rule-makings in what 

 7 they're coming out with. It's somewhere in the 

 8 details. 

 9 And what we would suggest is that what 

 10 you really want to do is, you want to get the 

 11 information flowing to you. You don't want to be 

 12 so prescriptive the first time around that the 

 13 information doesn't get to you because it's going 

 14 to take a long time to implement that exact rule. 

 15 That you come up with something that's general 

 16 enough where the information will get to you, and 

 17 then once you have the information and are able to 

 18 study it, then you can write a more specific rule 

 19 as you get closer to it. And we would suggest 

 20 that, you know, that is an approach that you might 

 21 want to take. 

 22 Thank you. 
 65 

 1 MR. SHILTS: Could I just make a 

 2 comment? And then a question related to that. 

 3 And I guess I would definitely agree 

 4 that for implementation of certain of the mandates 

 5 in Dodd-Frank, that having good information is 

 6 essential, whether it be for real-time reporting 

 7 or mandatory clearing or the trade execution 

 8 requirements. But I think what we're trying -- 

 9 thinking about here is, is that necessary to be in 

 10 place before we go ahead. Kind of people talked 

 11 about a parallel path, and having procedures and 

 12 rules in place for registering for clearing 

 13 organizations or for SEFs to trade swaps. Not 

 14 necessarily to have the mandates in place, but to 

 15 provide some certainty -- as was mentioned about, 

 16 you know, everybody wants to get going and know 

 17 what's -- to try to minimize this time lag before 

 18 you have all the SDRs operational and the data in 

 19 place to have kind of on a parallel path where 

 20 entities can come in, be registered as clearing 

 21 organizations and SEFs for trading swaps, but not 

 22 necessarily the implementation of the various 
 66 

 1 mandates. 

 2 So, just thoughts on that. 

 3 MR. OLESKY: Yes, if I could just make a 

 4 comment on that. When it comes to the phasing and 

 5 timing of different things, I would echo what 

 6 someone said earlier about having some certainty 

 7 on these timelines is critical in terms of us 

 8 being able to efficiently allocate our capital. 

 9 But we think about phasing and timing at Tradeweb, 

 10 we break it into three groups. We have our 

 11 clients, we have our own technology, and we have 

 12 what we think is a registration readiness mandate. 

 13 And if we look at each of those three 

 14 components and we think about which one should go 

 15 first, which one can we be ready for as early as 

 16 the end of the year? We would agree that the 

 17 registration process is the one that could open 

 18 things fairly easily. 

 19 And I think in support of that, we think 

 20 that, you know, market participants will gain from 

 21 having that certainty as to who the SEFs are, who 

 22 the central counterparties are. And it will allow 
 67 

 1 this ecosystem to start to develop, too, from a 

 2 technology standpoint and a readiness standpoint 

 3 to tie into these central hubs. Because in a 

 4 sense, the SEFs and the central counterparties are 

 5 the hubs here, and that's the first thing to move. 

 6 When we look at our client readiness, 

 7 you really have to bring in -- and we're going to 

 8 talk about this later and the clients themselves 

 9 will represent it -- you're talking about clearing 

 10 readiness, really, is I think the big stumbling 

 11 block or the big challenge there. And that's on a 

 12 different path. And that, I think -- that's going 

 13 to take quite a bit longer. 

 14 Technical readiness for the SEF really 

 15 will be based on when we get finalized rules. So, 

 16 that's one -- it's hard to comment on not knowing 

 17 exactly what the final rules will be, but I think 

 18 that's a relatively easy thing once we know what 

 19 the rules are. 

 20 But just to reiterate, registration 

 21 readiness we think is something that could be in 

 22 the early phase. 
 68 

 1 MR. CAWLEY: Yes, I would echo Lee's 

 2 comments. Really the central hub is clearing and 

 3 execution together. And you need to get each one 

 4 of them up and running, and then you need to make 

 5 sure that they connect and that they comply with 

 6 the open access provisions of Dodd-Frank and so 

 7 forth. And leverage whatever technology 

 8 infrastructure may or may not exist, and then go 

 9 from there. 

 10 But I think the key really is -- with 

 11 all due respect to the SDRs here -- it really is 

 12 margin and clearing and then execution. Perhaps a 

 13 parallel track on trade reporting on a post-trade 

 14 basis. But really, the key here is linking the 

 15 clearinghouse to the SEF. 

 16 MR. DeWAAL: Just a quick comment. 

 17 Depending on the view of what open access is and 

 18 how diverse should be the number of clearing 

 19 brokers at clearinghouses, obviously it's very, 

 20 very important for firms like ours to know whether 

 21 we're even going to be invited to the game. So 

 22 for us it's critical to understand what the 
 69 

 1 membership requirement is going to be, so that 

 2 rules related to membership requirements are 

 3 obviously, to us, the most important thing. 

 4 Because if we're not invited we're not going to 

 5 invest in the technology. And I think as some 

 6 people have said, and you'll hear later on, the 

 7 devil is in the details. It's not quick and easy 

 8 and it's not cheap to hook up. The more SEFs, the 

 9 more decisions that are going to have to be made 

 10 by brokers like ours as to who to connect. 

 11 If there's a date that's relatively 

 12 quick, it's going to be very, very difficult to do 

 13 it. There was some suggestion before about 

 14 encouraging things before they were done. I think 

 15 that's a great idea. But again, to us first and 

 16 foremost, we need to have certainty as to whether 

 17 we're going to be invited to participate. 

 18 MR. MORAN: The only thing I'd add to 

 19 that is, I think -- obviously there's been a lot 

 20 of discussion around the connectivity and 

 21 clearing. The one part that I think we might have 

 22 overstepped is the legal entity aspect where most 
 70 

 1 firms -- especially in most of the bank holding 

 2 companies -- are derivative booking entities. So, 

 3 how does that actually come into play with 

 4 regulation of registering as a security swap 

 5 dealer from a foreign company, who actually -- how 

 6 that comes into play with derivatives that are 

 7 booked with non-U.S. counterparties within that 

 8 entity. And to be honest with you, that will 

 9 really drive a lot of inter-company trades and 

 10 between different affiliate trades. And it 

 11 becomes actually more of an issue around how we 

 12 actually manage our derivative books today. Most 

 13 dealers -- the derivative portfolios are managed 

 14 on a global booking basis. 

 15 MR. MAGUIRE: I think just going back to 

 16 the sequencing. I think you are sort of touching 

 17 on two of the key facets of Dodd-Frank here about 

 18 systemic risk reduction on one hand, but also 

 19 about fair open transparent markets as well. And 

 20 it depends what you're solving for first, I guess. 

 21 I decision needs to be made. I think we'd like to 

 22 solve for everything at the same time, but in 
 71 

 1 terms of sequencing it's not going to be easy to 

 2 sort of draw a line through that. 

 3 And I'm going to agreement with quite a 

 4 few people and disagreeing with quite a few as 

 5 well, I guess, on the SDR side. You get a picture 

 6 of what the data is. But I guess my question is, 

 7 what do you do with that, then? What do you 

 8 actually do with that if another Lehman defaults 

 9 or something along those lines happens again? 

 10 From the clearinghouse standpoint, by definition 

 11 we deal in good data as well. We have to have 

 12 good data because we risk managing the book. And 

 13 if there is a default of a client, a clearing 

 14 broker, or otherwise, we sit behind that data and 

 15 we risk manage it and we trade execute hedges on 

 16 why into position and put markets back to an 

 17 orderly state. 

 18 So, if you're solving for systemic risk 

 19 reduction, I think really the clearing mandate is 

 20 probably primarily the one to go with first. 

 21 Obviously, connectivity with all of the other 

 22 infrastructure providers. Whereas if you have 
 72 

 1 more of the fair open access, which I think we 

 2 have to solve for all of these things, is a 

 3 probably slightly different answer. 

 4 MR. COOPER: Can I just maybe try to add 

 5 a little more, I guess, flesh to the bones of what 

 6 this implementation would be? 

 7 First, just as to the SDR comment. I 

 8 don't want to forget, there's a lot of data that's 

 9 currently available -- historical data -- that can 

 10 easily be mined and be incredibly useful in 

 11 helping sequence and understand product classes, 

 12 participants, et cetera. 

 13 A couple of comments have focused on, 

 14 you know, we need to know what the rules are. And 

 15 we need to know what the data is. And of course 

 16 that's critically important. But the rules will 

 17 be finalized. I mean, thanks to the enormously 

 18 hard work of CFTC and SEC staff, I think we're 

 19 relatively close. 

 20 What we can start focusing on is a sort 

 21 of a T+ regime. T being date rules are finalized. 

 22 Even before rules are finalized, as I suggested 
 73 

 1 before, by side dealers, clearing members, 

 2 industry associations can sit down to try to 

 3 complete industry documentation. Standard form 

 4 templates. T, the rules are finalized. Everybody 

 5 can kind of leap into action, understand what they 

 6 need to be doing. 

 7 Within a day that might, you know, be T 

 8 plus 180, CCPs and others can work to implement so 

 9 that they're fully compliant with the final rules 

 10 that have been released. What does that mean? 

 11 Open for business. What does open for business 

 12 mean? It would be all the things that we've 

 13 talked about that Dodd-Frank requires. Open, non- 

 14 discriminatory access for clearing of trades, 

 15 real-time acceptance of clearing of trades, and 

 16 indemnity between clearing members. All of these 

 17 things can be done sort of between T and T plus 

 18 180. 

 19 During that same period of time, I would 

 20 propose, there could be publication of phase in 

 21 mandatory 1, sort of cleared products based on a 

 22 lot of the information we're able to mine from the 
 74 

 1 SDRs that exists right now as to what are the most 

 2 liquid instruments that have historically been 

 3 traded. 

 4 You can move towards, then, preparation 

 5 for kind of a voluntary clearing launch, if you 

 6 will, that would take place let's just say between 

 7 day 180 and day 240, where dealers and buy side 

 8 are permitted to voluntarily clear these products 

 9 to ensure testing and working to identify approved 

 10 clearing member -- enter into all required legal 

 11 documentation. Work to become, you know, fully 

 12 operational. All leading towards a mandatory 

 13 clearing date. And there may not be a big baying 

 14 one date for all products, but a phased in date 

 15 which, if we have sort of rule finalization by 

 16 July 13, could be as early as March 1, I propose, 

 17 2012 for mandatory clearing. 

 18 And whether or not those are the exact 

 19 dates and the exact sequencing -- this is sort of 

 20 not reinventing the wheel here. There is a way to 

 21 devise a project plan that is rational and 

 22 sequences things with all relevant stakeholders 
 75 

 1 around the table. And I think that's, in fact, 

 2 what the questions you're asking are driving 

 3 towards. 

 4 MR. TURBEVILLE: Can I just ask the 

 5 regulators a question? The way I understand it is 

 6 that with clearing and the mandatory clearing 

 7 thing that occurs, is that everything that's being 

 8 cleared now is being deemed to be submitted for 

 9 mandatory clearing approval one way or the other 

 10 -- deemed to be. And so there's a process that's 

 11 going to happen where the -- you'll decide whether 

 12 items are being -- are going to be mandatorily 

 13 clearable or not. Those items will have already 

 14 been cleared and the systems for clearing them are 

 15 going to be there. 

 16 When the mandatory clearing decision 

 17 gets made, what will happen is nature will take 

 18 its course and the rules will require a certain 

 19 kind of matching of buyers and sellers on those 

 20 instruments. So, a lot of this really does have 

 21 to do with registration and approval of rules and 

 22 getting rulebooks in place. And sequencing will 
 76 

 1 be perhaps more organic than has been suggested in 

 2 a lot of our discussions. And I'm sure, including 

 3 mine. I'm not saying I had it right. 

 4 But it just occurs to me there's an 

 5 organic element to this that will occur. Do you 

 6 see that to be sort of true? 

 7 MR. LAWTON: I think so. 

 8 MR. OLESKY: If it's okay, I wanted to 

 9 go back to a comment Robert Cook made at the 

 10 outset about the consistency of timing between the 

 11 agencies and how critical is it. 

 12 If we're talking now about sequencing in 

 13 and we put forward the idea that registration is 

 14 first, that's perhaps a first thing, year in kind 

 15 of thing. And you asked the question, how 

 16 important is it for each of the SEC and CFTC to 

 17 have the same timing? And I think that that is -- 

 18 I mean, there's a lot of issues here, but that is 

 19 a very important issue in the event there's 

 20 differences. 

 21 So, if there's no differences, actually 

 22 timing is not as important. If there are 
 77 

 1 differences, timing is very, very important 

 2 because, you know, when you're running the 

 3 business and you have to decide, okay, do we 

 4 invest in this technology, do we get ready for 

 5 this structure, not having it happen at the same 

 6 time if there's differences makes it that much 

 7 more complicated to implement. And frankly, that 

 8 much more costly. 

 9 So on the timing between the agencies, 

 10 I'd say, you know -- we would be in favor of as 

 11 few differences as possible. But in terms of 

 12 registration, if it's the same, the timing is not 

 13 as essential. If there are some differences it 

 14 becomes a big cost factor and a management 

 15 challenge. 

 16 MR. LEVI: In terms of data for the SDRs 

 17 -- and back data that Adam mentioned. The WMBA 

 18 would be very happy to make our data available to 

 19 the potential SDRs. 

 20 I think you'll agree that the back 

 21 testing of that data will give us clues as to 

 22 which asset classes may go first, which contracts 
 78 

 1 would be available for clearing, how long that 

 2 that would take you. However, the flipside of 

 3 that is that it's important that once things are 

 4 made available for clearing that all the front 

 5 end, the trading -- the different trading 

 6 technologies and the different trading 

 7 methodologies -- get to start at the same time. 

 8 The worry would be that the clearinghouses that do 

 9 have the vertical silos push it towards themselves 

 10 first. 

 11 It's fairly important that the SEFs get 

 12 the same recognition and the same timing as the 

 13 DCMs. 

 14 MR. LAWTON: One question on the 

 15 clearing side. People mentioned a number of 

 16 different things that may raise issues, and I'm 

 17 wondering which aspect of the proposed clearing 

 18 rules probably creates the biggest obstacle to an 

 19 open for business date? Is it, for example, risk 

 20 management issues? Is it open access issues? Is 

 21 it client clearing issues? Is it connectivity 

 22 with other platforms issues? 
 79 

 1 Is there one? Or is there any sequence? 

 2 Which would you say is the hardest? 

 3 MR. EDMONDS: You know, for us I don't 

 4 think it's the rulebook. I don't think it's 

 5 getting the rules set. I mean, certainly once the 

 6 final rules are published by the respective 

 7 commissions I think we could respond very quickly 

 8 to that. I think there will be some time in 

 9 digesting that for the industry. I mean, a number 

 10 of participants today have talked about the right 

 11 documentation existing between clearing members, 

 12 CCPs, SEFs, you know, the governance structure 

 13 around that. But, you know, we can't even really 

 14 begin that in earnest until we understand the 

 15 magnitude of the proposed rules. 

 16 So assuming that we could get those 

 17 things done, certainly the risk management issues 

 18 and the level of prescription that you're going to 

 19 put around the risk management protocol could have 

 20 potential impact. Don't know yet because don't 

 21 know where we are on the final rules. Some of -- 

 22 you know, we all have different flavors of it. 
 80 

 1 And we would all sit here and represent to you 

 2 that we are compliant and we are very happy with 

 3 the way we run the book and how we sleep at night 

 4 on that front. 

 5 If I look at the other client access 

 6 side, certainly I think it's been official for all 

 7 of the CCPs to have as many customers as possible. 

 8 So there's no lack of desire to open up that 

 9 universe to the largest group possible. However, 

 10 under what terms? What I mean under what terms 

 11 is, you know, again how prescriptive is that going 

 12 to be? Dan raised earlier the idea around 

 13 individual segregation and what that would mean, 

 14 Sunil as well. And understanding the impact of 

 15 that business. 

 16 I mean, certainly CCPs have developed 

 17 over time based on, you know, certain industry 

 18 protocol that existed, some borrowed from the 

 19 futures business, some borrowed from, you know, 

 20 prime dealer relationships that existed over time 

 21 to get to kind of the best in class. If we're 

 22 going to significantly impact that with the rule 
 81 

 1 piece, that then also has unintended consequences 

 2 potentially of impacting risk management 

 3 structures -- default waterfalls Dan raised 

 4 earlier -- you're talking about a magnitude of 

 5 change there that will take a little bit longer 

 6 time than something as simple as rulebooks and the 

 7 right level of documentation. 

 8 I don't know how we can give you a more 

 9 complete answer until we know exactly the level of 

 10 magnitude you're envisioning. 

 11 MR. THOMPSON: Again, though, it strikes 

 12 me that what you're talking about is information 

 13 and information -- data mining. Very much what 

 14 you mentioned earlier. That obviously there is a 

 15 lot of information right now that's available. 

 16 But there should be even more information that's 

 17 available, and with the development of the SDRs 

 18 and putting that in the proper sequence, you can 

 19 make the right decisions about what should be, you 

 20 know, the compromise together with the SEC, the 

 21 CFTC, as well as going to the international 

 22 regulators and making certain that they have the 
 82 

 1 same information available so that you don't have 

 2 a situation where you're going to have different 

 3 rules for different parts of essentially the same 

 4 clearer doing different things because there was a 

 5 lack of information and a lack of knowledge about 

 6 the risk tolerances and the risk structures of 

 7 that particular asset class. 

 8 So again, it goes to the issue of 

 9 putting the back first, developing that, making 

 10 certain that that information is rich, that 

 11 information is useful to all of the regulators, 

 12 it's in place, and that that can be put in place 

 13 relatively quickly. There's no doubt about that. 

 14 That form a standpoint of right now, we've been 

 15 working with buy side as well as sell side on a 

 16 structure. Where all of them would agree to -- 

 17 you know, where that information would be 

 18 available to regulators not only here in this 

 19 country but obviously internationally as well. 

 20 Because it's a global marketplace. 

 21 To make certain that the right decisions 

 22 are made in a timely fashion, and that you don't 
 83 

 1 have a situation where a market player would not 

 2 necessarily be able to make the right decisions 

 3 about allocation of their resources because there 

 4 was wrong information that was given to them. 

 5 I just think it makes sense. I think 

 6 Ralph, you know, would agree with that point. 

 7 MR. CUTINHO: From the clearinghouse's 

 8 perspective, I think we want to make two points. 

 9 First is that when we decide to clear something we 

 10 are taking very informed risk management 

 11 decisions. So, a lot of things go into that 

 12 decision and an analysis of the liquidity of the 

 13 product. We also work with our member banks to 

 14 decide how the product will be liquidated, not 

 15 just by us but by the members themselves. If one 

 16 of their customers were to fail -- to the member. 

 17 So a lot of this analysis goes into deciding 

 18 whether a product should be cleared or not. 

 19 So, we don't believe that, you know, 

 20 data should be in an SDR before clearing has to be 

 21 done. Case in point as empirical evidence. So 

 22 interest rate swaps have been cleared for a while 
 84 

 1 right now. And we've also started providing 

 2 clearing services for clients. So, that's the 

 3 testimony. We have also sustained shocks from 

 4 Lehman, and a lot of other shocks over the last 

 5 seven to eight years, you know, clearing these 

 6 products. 

 7 In terms of what is the most challenging 

 8 for a clearinghouse? Operationally, I think we 

 9 are ready. We are ready to receive the trades, we 

 10 are ready to respond in real time. 

 11 From a risk management perspective, we 

 12 have risk management in place as well as a 

 13 waterfall process in place. We've come to the 

 14 CFTC for an approval for these products. 

 15 I think, as Chris pointed out, it's -- 

 16 you know, the changes in the segregation model is 

 17 something that will affect the balance. So as far 

 18 as that is concerned, you know, we would need more 

 19 time to analyze those changes. And those could 

 20 have an impact on the margins or on the default 

 21 waterfall. 

 22 Thanks. 
 85 

 1 MR. MAGUIRE: From the LCH.Clearnet 

 2 Group's perspective, segregation is something that 

 3 we already lie with in Europe, so it isn't a 

 4 challenge for us to offer that. It doesn't really 

 5 change a great deal in terms of implementation for 

 6 ourselves. 

 7 But in terms of the key rule-makings 

 8 that are the biggest impediments, I think it's to 

 9 John's point. The DCO risk requirements, which is 

 10 all-encompassing, really. There's the member or 

 11 the open access to the membership requirements and 

 12 the associated restructuring and default 

 13 management processes around that. That's probably 

 14 the key thing for us right now. 

 15 And I think another thing, there has 

 16 been quite a thread throughout the conversation 

 17 around trade registration. And there's points 

 18 about real-time registration. I think if you 

 19 think about what the clearinghouses are supposed 

 20 to do, it's take risk out. It's reduce risk. 

 21 So we have an approach and a policy 

 22 whereby we take trades in, will confirm back to 
 86 

 1 the execution affirmation platform immediately 

 2 that would receive those that they're good trades. 

 3 But putting us on risk without calculating the 

 4 incremental risk, making sure the collateral is 

 5 covered, is not something we would advocate. 

 6 Maybe it's different from other traditional 

 7 markets, but we think we need to know what our 

 8 risk is and have it covered before we confirm it 

 9 back. 

 10 So, CCPs have got to work to compress 

 11 that time frame. But I wouldn't advocate 

 12 execution equals clearing, because that puts 

 13 clearinghouses at risk, essentially. And that's 

 14 not really the intention, I don't think, here. 

 15 MR. COOK: I'd like to tie some of the 

 16 comments about risk and needing clarity on some of 

 17 the rules of the road back to something Chris said 

 18 earlier about dealers needing to pick which 

 19 entities to book it. 

 20 So we've created a little bit of an 

 21 artificial distinction, just as a practical 

 22 matter, by dividing into two panels. You know, we 
 87 

 1 have this panel is mostly about SEFs and clearing 

 2 agencies and SDRs. And the panel to follow will 

 3 be more about dealers and major swap participants. 

 4 But I think Chris was making the point 

 5 that the dealers need to know maybe about what the 

 6 capital rules are, other rules are, to know which 

 7 entity they're going to use as a booking entity. 

 8 And I'd like to know whether -- and that, in turn, 

 9 could affect the rollout of clearing and SEFs. 

 10 I'd like to hear from both the clearing 

 11 side and the SEF side. If you're hearing that 

 12 when you talk to your clients about -- and 

 13 customers about the implementation phase in, and 

 14 if you agree that that is part of the puzzle that 

 15 we can't view the market infrastructures entirely 

 16 separate from the rollout of the dealer rules. 

 17 MR. CAWLEY: Yes. From a -- you know, 

 18 from a market intelligence standpoint, we hear 

 19 anecdotally all the time from customers who are 

 20 looking at CCPs right now and deciding where to 

 21 put their portfolio. And there seems to be, you 

 22 know, solid negotiation going on there, as one 
 88 

 1 would expect. But there is a disparity there. 

 2 And it needs to be cleaned up before you move 

 3 forward, certainly. 

 4 MR. SHILTS: Any other comments on that? 

 5 I'd like to turn to another topic. Is there 

 6 anything more on the clearing aspects? 

 7 MR. CAWLEY: Just one -- just to echo 

 8 what Gary DeWaal said earlier when it comes to 

 9 open access. I think the commissions really need 

 10 to define what open access means and how it needs 

 11 to be followed. Which FCMs can participate, which 

 12 FCMs cannot? What are the capital requirements? 

 13 What are the operational requirements that go 

 14 along with membership? And how they will affect 

 15 -- and how the clearinghouses are addressing 

 16 those. 

 17 But specifically, you know, open access 

 18 in terms of FCM participation. But also open 

 19 access in terms of workflow. It's really 

 20 important that we have symmetrical workflow where 

 21 trades are submitted as directly and as quickly as 

 22 possible from a SEF to a clearinghouse. So, you 
 89 

 1 know, what are the components that go into that? 

 2 And when I say symmetrical, I mean that 

 3 the SEFs submit both the buy side and the sell 

 4 side leg of any trade simultaneously to the 

 5 clearinghouse. That it doesn't get submitted by 

 6 one of the two parties on behalf of the second 

 7 party. It becomes very convoluted and becomes 

 8 very complex, which increases latency in the 

 9 system. 

 10 So again, being mindful of open access 

 11 in terms of participation. But also in terms of 

 12 open access in streamlining the workflows to 

 13 ensure that, you know, trade integrity is 

 14 maintained. 

 15 MR. SHILTS: Okay. I just -- the next 

 16 topic we wanted to talk about relates to some of 

 17 these same issues related to SEFs. And I'll just 

 18 tee it up kind of quickly and then we'll take a 

 19 short 10-minute break. 

 20 But as we discussed, I mean, there's a 

 21 clearing mandate and then there's a trading 

 22 mandate for a better term. And that would apply 
 90 

 1 to swaps that are -- the trading mandate would 

 2 apply to swaps that are subject to the clearing 

 3 mandate, that are then listed by either some 

 4 designated contract markets for commodity swaps or 

 5 the SEFs. And then those that the -- in the case 

 6 of the -- ours, that the CFTC has determined are 

 7 made available to trade. And then they would have 

 8 to be executed either on DCMs or SEFs under some 

 9 pre-trade transparency provisions. And we put out 

 10 various proposals, or they'd be in an order book, 

 11 or certain RFQ-type systems. 

 12 But before there is a trading mandate -- 

 13 and I think the -- to kind of frame the discussion 

 14 is that we know that there's a number of entities 

 15 that are thinking about or developing systems to 

 16 become SEFs, to trade swaps. So that -- we want 

 17 to focus on in the next discussion is what types 

 18 of requirements, provisions, roadblocks are there 

 19 for these various entities to become open for 

 20 business or operational to trade swaps? Again, 

 21 kind of thinking about it in the context of if we 

 22 had a date of, say, the end of the year -- just 
 91 

 1 for something to think about. 

 2 Again, it's -- the focus on the 

 3 discussion will be on becoming operational to 

 4 trade swaps. It won't be to implement the trading 

 5 mandate, which has been discussed. May need 

 6 additional information to have determinations 

 7 about what swaps are mandatorily cleared. They 

 8 might be listed, we may need data from the swap 

 9 data repositories, or whatever. So it's, again, 

 10 to kind of focus on what's needed, what are the 

 11 roadblocks, what are the key things that need to 

 12 be in place to have open access? To have your 

 13 self-regulatory responsibilities, et cetera. What 

 14 would need to be done to be provisionally 

 15 registered? And then thinking about that longer 

 16 term, how much time would it take to become fully 

 17 compliant with all of the various requirements 

 18 that might be imposed to execute swaps in a 

 19 transparent way to meet the -- for those that are 

 20 subject to the mandatory trade execution 

 21 requirement? 

 22 So think about that. And then let's 
 92 

 1 just take like a 10-minute break. And hopefully 

 2 start maybe at 5 till 11? Thanks. 

 3 (Recess) 

 4 MR. SHILTS: If everyone could please 

 5 take their seats so we could get restarted? 

 6 Okay, as I kind of teed it up before we 

 7 took the break. Again, the question or the topic 

 8 we want to kind of focus on now is kind of what 

 9 rules or processes or minimum capabilities should 

 10 be in place before the agencies permit agencies to 

 11 operate as a SEF? At least provisionally. And 

 12 then, after that if there's a provisional 

 13 registration to how much time -- what are the key 

 14 issues that would need to be addressed before they 

 15 could come into full compliance with all of the 

 16 SEF requirements, including those related to the 

 17 trading mandate. So anybody want to start the 

 18 discussion? 

 19 MR. LEVI: We are open and operational 

 20 now with very many of the attributes that we 

 21 believe will be required to become a SEF. How 

 22 long it takes us to become compliant with every 
 93 

 1 regulation depends on what those regulations are. 

 2 I'll point again to the harmonization 

 3 question, both between the two regulatory bodies 

 4 and harmonization with international 

 5 jurisdictions. The rulebook is an important piece 

 6 for us. In order to provide a well thought-out 

 7 rulebook will take some time, and the danger is 

 8 also, once again, that there are differences 

 9 between the rulebooks of the different SEFs. 

 10 The WMBA has been in contact with many 

 11 other potential SEFs, and we feel that a common 

 12 rulebook or a CRO, a common regulatory 

 13 organization for our industry, may well solve 

 14 that. It's some way towards Adam's idea of 

 15 standardized documentation and a standardized 

 16 rulebook. So we think that would help. 

 17 Once again, depending on which asset 

 18 classes go first or which asset classes are 

 19 amongst the first phase will determine how long it 

 20 takes us. Sending data to an SDR is relatively 

 21 easy, and we could do that more or less -- well, 

 22 within 30 days, I would say. 
 94 

 1 The APIs, or the links with the 

 2 clearinghouses, are obviously very important and 

 3 those things do take time, depending on the 

 4 complexity of what's given to us. 

 5 MR. SHILTS: Could you just explain why 

 6 you think the asset class would matter in the 

 7 context of an entity that wants to operate as a 

 8 SEF? And see -- you know, they could decide what 

 9 swaps they're going to trade. So why -- I guess 

 10 I'm just -- if you could elaborate why you think 

 11 asset class would be relevant? 

 12 MR. LEVI: Because some asset classes 

 13 are pretty close to the regulation right now. In 

 14 my mind, commodities, as I was -- as I mentioned 

 15 before, are pretty close. A lot of it trades on 

 16 the screen. Nearly all of it is cleared at one 

 17 clearinghouse or another. We send our 

 18 confirmations either to ICE or to CME. So a lot 

 19 of it is done. 

 20 You could add a few finishing touches, 

 21 i.e., it has to go to an SDR as well, which is 

 22 what, as I say, is relatively easy. And you are 
 95 

 1 more or less in place. And a lot of those markers 

 2 do trade on a continuous basis. If you go to IRS, 

 3 where there's no real clearinghouse in the U.S. 

 4 doing any great volume, where it's still not 

 5 really traded on screen, that may take longer. If 

 6 you go to CDS, where there is certainly a 

 7 difference at the moment between the CFTC rules as 

 8 proposed and the SEC rules as proposed. That 

 9 those markets -- that the index market and the 

 10 single- name market are obviously very 

 11 interlinked. We have to get that right between 

 12 the two to try and develop for one market, and one 

 13 set of regulations, and another set of regulation 

 14 would be extremely difficult. 

 15 I say depending on asset classes because 

 16 some already have most things in place. And 

 17 others are coming from the wilderness, really. 

 18 MR. EDMONDS: Yes, Ron, I want to touch 

 19 on what you raised a little bit earlier about the 

 20 CDS market and how, you know, developing for two 

 21 different structures is potentially problematic. 

 22 At the end of the day -- if I could just modify 
 96 

 1 your statement just a little bit -- it's really 

 2 their one market. And the regulatory status is 

 3 making them two. And that regulatory status 

 4 making them two creates capital inefficiency, 

 5 which is problematic for the market. 

 6 And so I think if you'd be so kind to 

 7 let me amend your statement, it's really those 

 8 things that you're looking at to try to get the 

 9 most capital efficient ways that the market 

 10 behaves similar to the way it has developed over 

 11 time. 

 12 MR. LEVI: Chris, I'll happily take the 

 13 correction. It is one market, and the two 

 14 different sets of regulation will be problematic. 

 15 And once again, those are markets I think that 

 16 risk going offshore. That they're fairly easily 

 17 traded -- certainly the index market, I think, 

 18 could easily trade elsewhere. 

 19 CHAIRMAN GENSLER: Rick, I'm going to do 

 20 an audible here. Is the most important thing 

 21 portfolio margining, then? 

 22 MR. EDMONDS: As it relates specifically 
 97 

 1 to the CDS market, because -- 

 2 CHAIRMAN GENSLER: Yeah, that's what I'm 

 3 asking -- I'm asking about credit default swaps in 

 4 between our core nation with the Securities and 

 5 Exchange Commission. 

 6 MR. EDMONDS: That affects governance, 

 7 that's going to affect risk requirements, that's 

 8 going to affect default waterfall management. 

 9 From a clearing to the CDS, absolutely that is the 

 10 biggest thing at the moment. How do we account 

 11 for it in class? Who trades single names versus 

 12 doesn't trade the other, potentially? How we 

 13 handle the registration of potential members -- 

 14 that would be a very important piece, if not the 

 15 most important. 

 16 CHAIRMAN GENSLER: I'm sorry, so 

 17 portfolio margining is not the most important? 

 18 MR. EDMONDS: No, it is. I'm saying it 

 19 spans across all of the different other elements, 

 20 is the point I was trying to make. 

 21 CHAIRMAN GENSLER: All right, thanks. 

 22 MR. OLESKY: In terms of the limitations 
 98 

 1 -- going back to your question -- I think we look 

 2 at this -- we break it into two things. One sort 

 3 of process rules and the other is operational 

 4 rules. And on the process side of things, 

 5 rulebook, criteria, that sort of thing, we think 

 6 that's relatively -- that's the first -- that 

 7 should go first. 

 8 The operational -- 

 9 MR. SHILTS: And would that be something 

 10 doable like by the end of the year? 

 11 MR. OLESKY: Yes, we think it is. We 

 12 think it is. Operational is a little different. 

 13 So you're monitoring surveillance, audit -- you 

 14 know, we haven't really done this before. So when 

 15 you get into the operational aspects, if we're 

 16 going to outsource that, if we're going to build 

 17 internal teams to do it, I think that will take a 

 18 little bit more time and investment. So we would 

 19 suggest process first, operational second when it 

 20 comes to this specific issue. 

 21 MR. SHILTS: And just as -- and in 

 22 response to your comments, and then for others, 
 99 

 1 what particular requirements or procedures or 

 2 oversight procedures should be in place to people 

 3 think to be -- say, to be provisionally 

 4 registered? I know you're saying that there may 

 5 be other things that may have to be phased in, but 

 6 do you have any thoughts on what should be in 

 7 place initially? 

 8 MR. OLESKY: I would stick with the sort 

 9 of rulebook criteria oriented things first. What 

 10 that does is, it sets up these hubs that are SEFs 

 11 or clearing corps -- whatever role you're going to 

 12 play -- for the marketplace as a place to 

 13 gravitate towards so that you've got -- because 

 14 there's hundreds and hundreds of clients out 

 15 there. There's going to be a more limited subset 

 16 of SEFs and clearing corps. And I think it allows 

 17 the market to identify who they're going to 

 18 develop to with technology and relationships and 

 19 clearing, et cetera, so. 

 20 MR. BRADY: Yes, I'd like to make just a 

 21 couple comments. What I think -- Lee mentioned, 

 22 you know, the sort of rulebook readiness and then 
 100 

 1 getting your own platforms ready and then clients 

 2 being ready. And, you know, we look at the world 

 3 in a similar fashion. 

 4 I think there's a general consensus here 

 5 that the rulebook side, the process side. It is 

 6 possible to get ready and open for business date 

 7 of the end of the year, particularly if there is a 

 8 provisional registration allowed and there's more 

 9 of a principles-based, you know, approach that's 

 10 applied. 

 11 Operationally, you know, our own 

 12 platforms. I also believe there's a high degree 

 13 of confidence that we can be ready. I mean, we're 

 14 a functioning DCM today with an RFQ based platform 

 15 and moving to a central limit order book platform 

 16 later this month. But I mean, the various 

 17 platforms here around the table are, I think, 

 18 ready to go. And with a date certainly, you know, 

 19 could be ready to go. 

 20 So then that leaves, you know, the 

 21 client readiness and to Adam's, you know, timeline 

 22 which we, you know, generally support the approach 
 101 

 1 of T plus 180. And then having a voluntary phase 

 2 in, we think that's important to test systems. 

 3 And then I think the question would become then, 

 4 you know, who comes next? And I think there is 

 5 enough data out there to look at the large clients 

 6 and sort of segment this and put the -- you know, 

 7 perhaps the mandates on the dealers and the large 

 8 clients first in the first wave. You know, I 

 9 think you're able to find -- and then perhaps 

 10 phase, you know, a tier two of clients. And we 

 11 can go into all the -- you have other panels 

 12 around particular issues faced by certain types of 

 13 buy sides. 

 14 But I think with that sort of reasonable 

 15 approach, knowing that we can get our own house in 

 16 order and then really focusing on the client 

 17 readiness and phasing that intelligently is very 

 18 important. And then, you know, with that 

 19 approach, you know, we're big proponents that the 

 20 trading mandate can come, you know, fairly closely 

 21 on the heels of the clearing mandate. And that 

 22 that trading mandate actually is what delivers a 
 102 

 1 lot of what Dodd-Frank is all about. It brings 

 2 more transparency and sort of price setting to the 

 3 clearing -- DCOs that they can risk manage those 

 4 correctly. And also brings, you know, other 

 5 counterparties to, you know, distribute out the 

 6 risk that's being held. 

 7 MR. OLESKY: If I could -- I agree with 

 8 everything Neal just said. I just want to add a 

 9 further clarification in terms of the rules. 

 10 One of the concerns we've had is, you 

 11 know, so much is going to be changing here in 

 12 terms of the liquidity in the market, the 

 13 participants, the way participants interact. We 

 14 would encourage both commissions to be flexible in 

 15 terms of our rule-making so that we can adapt to 

 16 those changes. Because we fully expect a lot is 

 17 going to happen, and we're not all going to get it 

 18 right from the very beginning. 

 19 So we are saying, a good place to start 

 20 is with the rulebook. Let's get that out there 

 21 and plant the flag. But recognizing that as 

 22 things transition into this new market environment 
 103 

 1 there's going to be change. And we would want the 

 2 flexibility or be able to have flexibility 

 3 available to us to adjust to that in terms of 

 4 different trading protocols, different business 

 5 models. 

 6 MR. COOPER: And I think that ability 

 7 for the trading platforms to evolve is really key, 

 8 and in fact will come the sooner we launch central 

 9 clearing. And good clearing -- that is with 

 10 straight-through processing and all the attributes 

 11 that really make for a robust platform. SEFs and 

 12 trading facilities will naturally be pulled along 

 13 in a way that is very, very efficient, and 

 14 supports the launch of the central clearing. 

 15 I think the key is that there be open 

 16 access through a wide variety of modalities and 

 17 execution facilities in order to foster 

 18 competition, to make the platforms even more 

 19 robust and meaningful. But again, the key is 

 20 launch central clearing first, the right kind of 

 21 good clearing, and the SEF sort of structure will 

 22 naturally, quickly evolve out of that. 
 104 

 1 MR. CAWLEY: Just from Javelin's 

 2 standpoint, I would agree with what Adam has said, 

 3 and others. 

 4 I think every venue here -- execution 

 5 venue -- has done test trades that are Dodd-Frank 

 6 compliant. We certainly did our first last 

 7 summer. And I think from the most part, I 

 8 understand that the technology is built and 

 9 procedures and operational readiness is moving 

 10 right along. 

 11 For us, where we sit right now is 

 12 connecting into all CCPs, which we currently do 

 13 not. Not for want of, you know -- we're just 

 14 waiting to see what the rules are coming down, and 

 15 we're negotiating to come in. We connect to some 

 16 and we'd like to connect to more. 

 17 So, the idea then of getting this done 

 18 in a fairly -- from an execution standpoint is -- 

 19 you know, is in a matter of months, I have to be 

 20 candid. I agree with Adam's earlier comment 

 21 before the break, where he set a schedule of six 

 22 months. From an execution standpoint, I would 
 105 

 1 even argue sooner. We were certainly looking 

 2 towards July as the start date, with a fairly 

 3 tight graduating window in shortly thereafter. 

 4 But then again, it depends on what you 

 5 want on day one. Assuming you have open access 

 6 and assuming you got direct connectivity and 

 7 trading systems that comply in terms of 

 8 pre-imposed trade transparency. 

 9 You asked the question, well, what -- 

 10 you know, notwithstanding, what rulebooks? You 

 11 asked the question what should the bare minimum be 

 12 for a SEF to go live on day one, and then 

 13 graduating it in. I agree with Lee's comment 

 14 earlier that rulebooks can run in tandem in the 

 15 background once we demonstrate some -- you know, 

 16 some degree of compliance and sophistication so 

 17 customers have a basic understanding of how we're 

 18 going to look. 

 19 One of the items, though -- it comes 

 20 back to, what do you want on day one vis-à-vis 

 21 trade certainty? And I know we're going to talk 

 22 about this on another panel. But if you come in 
 106 

 1 and say, well, we'd like to have real- time 

 2 connectivity from SEFs to CCPs and then, likewise, 

 3 from the CCPs back to SEFs, I've only heard 

 4 probably one CCP say that they're prepared to give 

 5 that real-time connectivity back. 

 6 We're certainly prepared from the SEF 

 7 standpoint to deliver a trade on a real-time basis 

 8 with the expectation or the hope that we get that 

 9 connectivity back. Now behind that, there's some 

 10 workflow issues that need to be addressed, and 

 11 certainly some technology that needs to be 

 12 addressed. Some of it may have been built with 

 13 certain CCPs, some of -- some CCPs may not have 

 14 it. And certain SEFs may not have it. 

 15 So it really comes back to what do you 

 16 want on day one? Do you want that real-time trade 

 17 acceptance and confirmation, or do you not? 

 18 MR. SHILTS: And I guess you'd be 

 19 suggesting that that be phased in? That would -- 

 20 MR. CAWLEY: It depends on what your 

 21 timeframe is. Frankly, the technology exists 

 22 today and it's widely available in other 
 107 

 1 marketplaces. And it's certainly available with 

 2 certain CCPs here. And I know from the SEF 

 3 standpoint, you know, Javelin is prepared to offer 

 4 it. So if you're asking me if it be phased in, we 

 5 could deliver it in a matter of months, certainly 

 6 inside of three to six months. 

 7 So if you're going to say to phase it in 

 8 over six months, that's plenty of time. We would 

 9 even argue for sooner. 

 10 MR. COOK: Can I ask when you're talking 

 11 about, you know, the first phase being more 

 12 process and the second maybe being some of the 

 13 rules. So what actually is in the first phase? I 

 14 mean, what -- is it -- the rulebook comes later, 

 15 then what does it mean to have a phase one? What 

 16 actually would be included in that? 

 17 MR. CAWLEY: The ability to open for 

 18 business and then put a trade through. And make 

 19 sure it gets to the CCP. And in a very basic 

 20 sense. So, you know, right now although certain 

 21 firms are ready to go both on the clearing side 

 22 and on the execution side, I think the challenge 
 108 

 1 is the customer base right now is waiting for, you 

 2 know, the commissions to determine exactly what 

 3 margin is going to be. Both for cleared, and then 

 4 what the capital applied to uncleared trades, 

 5 importantly, is going to be. And I think if you 

 6 strike the wrong balance there, you might not -- 

 7 you want to encourage trading and you want to 

 8 encourage clearing of swaps. So, I think you need 

 9 to have that addressed first before -- because you 

 10 can open for business and no one will show up, 

 11 because there's no reason to submit a cleared 

 12 trade. 

 13 MR. TURBEVILLE: Just a -- I think I 

 14 hear what you're saying and I want to make sure -- 

 15 maybe it's the old lawyer in me coming out. 

 16 What you were actually saying was, 

 17 transact in accordance with the rules for 

 18 transacting cleared, mandated cleared 

 19 transactions? Match that way and get to the CCP 

 20 and get it cleared? So it's a qualifying match in 

 21 a qualifying submission to the CCP. 

 22 MR. CAWLEY: Yes, that's exactly right. 
 109 

 1 MR. TURBEVILLE: Specifically for these 

 2 guys. 

 3 MR. CAWLEY: You know, a qualified trade 

 4 being submitted and then being accepted. 

 5 But the notion is that, we can build and 

 6 we can invest in technology and infrastructure -- 

 7 and as Lee and others have mentioned today, it's 

 8 tough to decide and allocate capital when you've 

 9 yet to define what some of the rules are. That 

 10 said, from where we sit strategically, you need to 

 11 determine what -- well, why would somebody submit 

 12 a trade for clearing if they don't necessarily 

 13 have to? So, you need to come in and say, well, 

 14 you have to. And what does that mean? You know, 

 15 what's the penalty -- I don't want to use the word 

 16 penalty. What is the margin for a clear trade? 

 17 What's the capital required for an unclear trade? 

 18 Are they being appropriately matched to 

 19 those trades? If they're not -- for example, 

 20 trading goes on every day right now, in a 

 21 bilateral sense, but they're -- you know, the 

 22 capital is not being applied in a uniform way, 
 110 

 1 obviously. 

 2 MR. TURBEVILLE: And the other thing 

 3 that's sort of interesting, it seems fairly 

 4 obvious is that there -- each element -- the 

 5 technological elements of all of this? They exist 

 6 out there. There's no requirement in this process 

 7 to invent cold fusion by any of these folks. The 

 8 steps all exist, they've been done. People have 

 9 managed to match transactions for years now, and 

 10 get them to clearing and back without harming the 

 11 environment or the planet. 

 12 So, all of those elements actually 

 13 exist. It just strikes me that the bigger issues 

 14 are associated with the rule side of it and the 

 15 certainty of how things are going to actually -- 

 16 what requirements are going to be put on the 

 17 marketplace at a later date. So the systems are 

 18 out there, and given the right level of 

 19 investment, if you threw enough money at it you 

 20 could get all this stuff done, like, really fast. 

 21 MR. LEVI: I think we could do it very 

 22 quickly, but it depends on what the rules are. It 
 111 

 1 depends on how many changes we have to make. To 

 2 point out, once again, that the SEFs or the IDBs 

 3 that we are, at the moment -- there are many 

 4 different forms of execution. It's not just a 

 5 continuous bid offer-type screen. That there's 

 6 auction technology, there's voice broking, there's 

 7 very many different types. To try and stop all 

 8 that and go to just bid offer would harm the 

 9 market. It would greatly harm the liquidity. 

 10 It's really important that the rules 

 11 take that into account, and it's really important 

 12 that the rules have the flexibility built within 

 13 them that recognize that the markets are all very, 

 14 very different. Risk is paramount, but keeping 

 15 hold of some sort of liquidity, allowing the end 

 16 user the ability to hedge their risk is also very 

 17 important. 

 18 MR. TURBEVILLE: But I think one of the 

 19 important things is that there's been a lot of 

 20 discussion in the marketplace of ideas that 

 21 there's this huge cost to implement Dodd-Frank 

 22 generally and these matters generally. And you're 
 112 

 1 talking about a cost there which is a cost of, you 

 2 know, changing the market and having the market 

 3 adapt. 

 4 But on the other hand, I think that it's 

 5 worthwhile thinking about the fact that all of 

 6 these component parts exist out there. If you 

 7 threw enough money at them, you could get them 

 8 done really quick. Or you could pay it out very 

 9 slowly and it would take a long, long time. It's 

 10 sort of a -- that's sort of what the decision is, 

 11 is how much money the infrastructure providers are 

 12 willing to put into it. 

 13 From our perspective, since the Bank of 

 14 England said that the financial crisis costs the 

 15 world something between $6 trillion and $20 

 16 trillion in GDP, we think -- we're eager for it to 

 17 happen sooner rather than later, so we think that 

 18 putting money on it is a good idea. But in terms 

 19 of building something, building a structure, this 

 20 is not something outside the capability of 

 21 humankind to do and it's really a matter of what 

 22 resources you throw at it. 
 113 

 1 Other issues, like what you described 

 2 here, are sort of another kind of issue, which is 

 3 very important. Don't injure the market, do it 

 4 prudently. And it seems to me that in terms of 

 5 phasing, it's not building the structures or 

 6 getting it capable to go. It's judgment about how 

 7 you roll it out to make it sensible inside the 

 8 market. 

 9 MR. LEVI: It's not about the money, 

 10 because I think all of us here would spend as much 

 11 money as necessary to get things done. It's a 

 12 question of clarity of regulation and well thought 

 13 out regulation. 

 14 The last thing anybody would want would 

 15 be to have to change something, for it to work 

 16 very, very badly, and have to change it again. So 

 17 it's well thought out -- obviously, very well 

 18 thought out regulation and clarity is what we're 

 19 all after right now. 

 20 MR. OLESKY: If I could also add. I 

 21 don't think my shareholders would appreciate me 

 22 saying we'll spend as much as we have to. This 
 114 

 1 gets back to the certainty around the timeline. 

 2 To make informed decisions about how 

 3 much to spend, what to build, you really need that 

 4 timeline. Because we're running businesses here 

 5 and the issue is, what is the return? And if you 

 6 don't have a sense of, you know, with great 

 7 certainty -- because we're basically building 

 8 something new here. When will it all become 

 9 effective, I think, is a very important component 

 10 in the decision making for all of us. So it just 

 11 goes back to the certainty around timing. 

 12 MR. TURBEVILLE: And I think you make a 

 13 great point, which is from the perspective of a 

 14 given company that's an infrastructure provider, 

 15 your rational decision would not necessarily be to 

 16 get it done as fast as would be good for the 

 17 entire public. I think that's right. 

 18 I think regulators are the ones who are 

 19 interested in the broader public's interest, and 

 20 it's up to them to give the timeline. Otherwise, 

 21 rational decisions by companies like yours could 

 22 have this go for longer durations than would be 
 115 

 1 good for the entire public. So timeline, you're 

 2 absolutely right, is like essential. And I think 

 3 we need to recognize that while the market will 

 4 spontaneously grow, timelines in terms of when 

 5 things are required have to be very clear. And 

 6 that will inform you as to how much -- when you go 

 7 to your shareholders saying, we have to do this. 

 8 Do we want to do it? Yes, okay. We're going to 

 9 make this expenditure because we want to be in the 

 10 business. 

 11 MR. OLESKY: Right. It also helps in 

 12 prioritization. When you sit down to build 

 13 technology, you want to have as much of the 

 14 picture as you possibly can when you start to do 

 15 the architecture for something. So, you know, the 

 16 more certainty you have -- actually in addition to 

 17 having a certain timeline, the more certainty you 

 18 have, the lower the cost is going to be. Because 

 19 we all do this, and one of the challenges is, you 

 20 know, if you start to build something and then you 

 21 go back to your developers and say two months into 

 22 it, we have got to change this and this. Well, 
 116 

 1 that ends up becoming a much more expensive and 

 2 lengthy process. 

 3 MR. DeWAAL: You know, I hate to be the 

 4 old party pooper, but again unless I misread the 

 5 Commodity Exchange Act and Dodd-Frank, at the end 

 6 of the day these trades have to be processed on 

 7 behalf of customers through clearing brokers like 

 8 myself. And it's sort of odd that at this late in 

 9 the game we don't know whether we're going to be 

 10 participants or not. And that logjam needs to be 

 11 resolved, I think, relatively quickly. 

 12 I can tell you from some of the -- we 

 13 are members of all of the -- a lot of the swap 

 14 initiatives out there, whether they're the ones 

 15 that are novated as futures -- most of the ones 

 16 that are novated as futures -- and it's not an 

 17 easy task to hook up to these facilities. We need 

 18 lead time for brokers like ours that aren't 

 19 natural swap dealers. There's supplements to our 

 20 back office system that need to be acquired and 

 21 tested before we can make connectivity to the 

 22 clearinghouses, and ultimately to the SEFs. And 
 117 

 1 this isn't going to happen overnight. 

 2 And you know, I agree with you. You 

 3 know, I suppose if all the money was there it 

 4 could be spent and we could do that overnight. 

 5 But all the money isn't there and we can't do it 

 6 overnight. So, we need to have certainty as to 

 7 whether we're going to be allowed to become 

 8 members of the CCPs. And we need that as quickly 

 9 as possible, otherwise there's going to be a very, 

 10 very limited universe of clearing brokers. 

 11 MR. MORAN: Just touching -- I'm sorry 

 12 -- just touching on a lot of the comments that 

 13 have been made. I still think that we come back 

 14 to what Lee's point is around timing. 

 15 There are pipes and plumbing today that 

 16 allow us to clear in many of the clearing corps. 

 17 Most of the dealer community who has agreed to be 

 18 a central clearer, as an FCM for clients, have 

 19 built out that infrastructure. Or let's say, are 

 20 about 80 to 90 percent already built out. 

 21 What we're really looking for is timing 

 22 on when clearing will actually become a reality. 
 118 

 1 Today's market, on a bilateral basis, there's many 

 2 clients that do not post IM or independent amount, 

 3 however you want to call it. And that's the cost 

 4 of capital for them. So until there's regulation 

 5 that actually comes down that will say, you know, 

 6 this is the date that actually has to clear, it's 

 7 not -- my opinion, I don't believe it's actually 

 8 going to happen until that occurs. 

 9 And that's pretty evident in the open 

 10 interest that currently sits out there today on 

 11 the client side. So until those decisions and 

 12 regulation are put forth and the capital issues 

 13 that need to be addressed, I think clearing will 

 14 not become a reality until there's a certain hard 

 15 date and hard timeline. 

 16 MS. BRINKLEY: Chairman Gensler, did you 

 17 have? 

 18 CHAIRMAN GENSLER: It's just a question 

 19 for Gary. So you're referring to what we put out 

 20 last December about participant eligibility or 

 21 membership, that the clearinghouses would have to 

 22 accept somebody who's just less than $5 billion in 
 119 

 1 capital and $1 trillion swap book. Is that what 

 2 you're referring to? 

 3 MR. DeWAAL: Something like that, yes. 

 4 CHAIRMAN GENSLER: Yes, yes. Just, you 

 5 know. Well, you know what our proposal is and 

 6 we've gotten lots of comments on it. It's open 

 7 for comment, again, for 30 more days. So if -- 

 8 you know, we'll hear broadly from the public. 

 9 I think the reason -- I can only speak 

 10 for myself -- the reason I supported that rule and 

 11 I think it's a good rule, I think it lowers risk 

 12 to the American public by broadening the 

 13 clearinghouses futures commission merchants. It's 

 14 worked very well in the futures world. It's not 

 15 that swaps are identical, but I think they can 

 16 learn from that, so. 

 17 MR. DeWAAL: And I think as you're 

 18 aware, we're not going to get the substantive -- 

 19 the base here. 

 20 You've told me I can't get into 

 21 substantive comments, but obviously certainly -- 

 22 you know, once that rule is enacted and then once 
 120 

 1 the clearinghouses respond to it, by formulating 

 2 specific rules that will give us the guidance we 

 3 need. You know, and it's not just firms like New 

 4 Edge. I mean, New Edge probably can meet most of 

 5 the eligibility requirements of most of the 

 6 clearinghouses today. But there are a number of 

 7 other firms that probably are on the cusp. And 

 8 you know, either we're going to have a broad 

 9 clearing system or we're not. 

 10 MR. LAWTON: Quick question for Gary, 

 11 follow-up. If those rules went final, how long do 

 12 you think firms would need -- firms that are on 

 13 the cusp -- 

 14 MR. DeWAAL: When you said the CFTC 

 15 rules or then the rules articulated by the 

 16 clearinghouses for membership? Yes, I mean 

 17 obviously, once the CFTC rules are out, that would 

 18 certainly give an indication of where the world is 

 19 going to go. And then obviously, the devil is in 

 20 the details at the clearinghouse level. Then it's 

 21 a function of each firm and making assessments 

 22 about how to make connectivity. And I think 
 121 

 1 you'll hear later on over the next two days the 

 2 difficulty of making the connectivity 

 3 clearinghouse by clearinghouse and SEF by SEF. 

 4 I mean, one of the things that I think 

 5 about when I think about this thing just generally 

 6 is that, again, those who connect first will 

 7 clearly be in a predominant position. Obviously 

 8 this is an industry where liquidity shows 

 9 reluctance to move. You know, first in line tends 

 10 to have great benefits. You know, and if in fact 

 11 things look difficult and delay implementation and 

 12 then we move closer and closer to the starting 

 13 line and then everyone's allowed to participate, 

 14 the reality of life is the incumbents will 

 15 definitely have an advantage. 

 16 And again, that's your job to make the 

 17 public policy on that. But that's just the 

 18 reality. 

 19 MR. SHILTS: I'd like to ask a question 

 20 similar to the one John asked before about -- with 

 21 respect to clearing. And that is, for SEFs 

 22 becoming open for business operational, say for 
 122 

 1 example by the end of the year. You know, as 

 2 mentioned as a possibility. 

 3 And again, assuming that there isn't a 

 4 trading mandate in place so that the requirements 

 5 that the CFTC or the SEC may impose for how those 

 6 types of trades are executed, the pre-trade 

 7 transparency provisions -- that that doesn't have 

 8 to be in place, because it's presumed that there's 

 9 been no determinations about particular swaps 

 10 being -- having to be under the mandatory trade 

 11 execution provision. 

 12 So what do you view as being the key 

 13 roadblocks or things that need to be in place that 

 14 would prevent you from, say, being operational by 

 15 the end of the year? Is it any of the particular 

 16 core principle requirements? Or something else 

 17 that would be the most problematic? 

 18 And the other thing to touch on on that 

 19 is that, as you know, there's been a lot of 

 20 discussion about the self regulatory 

 21 responsibilities that SEFs would have to assume 

 22 because swaps are fungible and can be traded on 
 123 

 1 multiple venues. So are there particular issues 

 2 related to that characteristic of swaps which is 

 3 different from futures that would go into 

 4 determinations about being -- the ability to be 

 5 ready to be open for business? 

 6 MR. OLESKY: I think, Rick, getting to 

 7 the latter part of your question, it's the breadth 

 8 of our responsibility and the availability of 

 9 outside help that's still not clear. So, just as 

 10 an example, one of the things we're concerned with 

 11 is position limits or any area where we have 

 12 responsibility -- is it responsibility, as we like 

 13 to say, for our own classroom? Or is it 

 14 responsibility for the whole school? And if it's 

 15 responsibility for the whole school, we're just -- 

 16 we have a lot of work to do, and I think we would 

 17 need some outside help. Because we can monitor 

 18 things happening on our own -- I'll speak for 

 19 Tradeweb -- on our system quite well and we can 

 20 run reports and we can have a team doing that. 

 21 But if we have a broader responsibility beyond the 

 22 classroom that is Tradeweb, I think it will be 
 124 

 1 more difficult. 

 2 And that kind of goes back to my earlier 

 3 points about the operational aspect of doing the 

 4 monitoring and surveillance coming after the 

 5 rulebook and the registration. 

 6 MR. EDMONDS: Yes, I mean, Rick, I would 

 7 say to Lee's point there are some unintended 

 8 consequences to that as well as it comes back into 

 9 the CCP. So, open access rule, I think we all 

 10 know what that looks like. And, you know, have an 

 11 opinion around that. 

 12 But we also have to make some judgment 

 13 on whether or not -- at least until some point in 

 14 time that these SEFs have been defined and blessed 

 15 that they meet the requirements required by the 

 16 individual commissions. As they're connecting, we 

 17 have to make capital allocations of who is going 

 18 to have the bandwidth. And there's a finite 

 19 amount of bandwidth of who's going to get here at 

 20 what point in time. 

 21 And as much as we're debating rules on 

 22 clearing, we also debating rules on the execution 
 125 

 1 piece. And we're all sitting here at a little bit 

 2 of a Mexican standoff and going, well, what do you 

 3 have? Or a game of poker, you know, there's some 

 4 bluffing going on. And we have to sort through 

 5 that in some form or fashion. 

 6 And the industry and a voluntary market 

 7 has done that for commercial reasons over time. 

 8 Now we're trying to deal with the prescription 

 9 coming forward, you know, that kind of takes some 

 10 of that toolset out of your hands. 

 11 But you know, no one can represent -- 

 12 you know, regardless of the number of, you know, 

 13 very fine institutions represented in this panel, 

 14 no one can represent to you that they are 

 15 completely compliant as a Dodd-Frank SEF. It's 

 16 not there yet. And we have got to get there. So 

 17 when folks say, you know, gosh, you know, you got 

 18 -- Chris, you got to make sure that you are 

 19 compliant with the open access. I realize that. 

 20 You've got to make sure you're a SEF. 

 21 MR. CAWLEY: Chris is right. There's 

 22 clearly -- looks as if there could be a day one 
 126 

 1 and day two implementation, in terms of -- both 

 2 from the CCP side and also from the SEF side. 

 3 Chris is right. 

 4 You know, from the SEF standpoint no one 

 5 can go out there and say, well we're fully 

 6 compliant. Because we don't know what it is. So, 

 7 the sooner there's clarity and definition brought 

 8 to that, you know, I think the better we all are 

 9 and the safer the market becomes. 

 10 One of the other things to contemplate 

 11 as we consider, you know, day one and day two 

 12 events is -- and readiness really is -- and 

 13 certainly in terms of capital allocation and 

 14 resource constraints -- is we need to be also 

 15 mindful that there are competitive forces at work 

 16 if you allow -- if you set the baseline. They all 

 17 start in the same starting line, they all come 

 18 together. You know, let them, then, make their 

 19 own internal capital allocation decisions. And 

 20 let them, you know, succeed or fail based on those 

 21 decisions. 

 22 But be mindful that there is competition 
 127 

 1 in the marketplace, both with SEFs and also with 

 2 CCPs. And we shouldn't be looking to solve for 

 3 the weakest link in the chain, as well, to put 

 4 regulation implementation into some sort of 

 5 holding pattern waiting for the last guy to 

 6 implement. That makes us then captive to the 

 7 weakest guy in the system. 

 8 So, allow competition to flourish. 

 9 Allow us to compete with each other. Allow us to 

 10 work together to address issues that clearly 

 11 affect us all. But bring definition to some of 

 12 the basic -- to the base level as to where we're 

 13 going. 

 14 MR. TURBEVILLE: In terms of 

 15 understanding how things work, Chris, you 

 16 mentioned something that is kind of interesting 

 17 that I've heard before. You talk about limited 

 18 bandwidth? And I guess it would be good for folks 

 19 to understand that, because in terms of 

 20 competition to the extent that there's limited 

 21 bandwidth, that affects competition and the 

 22 potential for competition. And I'd like to 
 128 

 1 understand in terms of you guys, what do you guys 

 2 mean by that? What are the limitations, right, on 

 3 how? 

 4 MR. EDMONDS: So, let's -- one example. 

 5 Let's just say, hypothetically, we say that all 

 6 SEFs have to be connected to all relevant CCPs 

 7 under the open access requirement by July 18. 

 8 There are not enough days. And we -- because we 

 9 don't know what necessarily classifies as a SEF 

 10 today. 

 11 I mean, I get phone calls on a fairly 

 12 regular basis where some guy picks up the phone 

 13 and says, hey, I'm a SEF. You've never heard of 

 14 them, you know. You don't know where they are. 

 15 And they see an opportunity. And I'm sure they're 

 16 doing their best to seize that opportunity at the 

 17 point in time. And then there are other folks who 

 18 effectively operate what we all look at and say 

 19 and would probably under oath say, yes, that looks 

 20 like a SEF to me, in my opinion. They're all 

 21 going to be equal on the same day. 

 22 So without that phased in approach -- 
 129 

 1 and there's some method to the madness, if you 

 2 will, of qualifying, well, are you or aren't you? 

 3 Step one. And then, you know, it has to go into, 

 4 you know, a compete for resources at that point in 

 5 time. 

 6 And at the same time -- sorry -- at the 

 7 same time, not all SEFs are -- their timeline of 

 8 connecting to the CCPs are going to be the same. 

 9 So there's going to be an alignment between the 

 10 resources of the SEFs looking to connect and the 

 11 resources of the CCPs allowing the connection 

 12 under the open access piece. And those don't 

 13 necessarily just by magic line up on the same day. 

 14 MR. TURBEVILLE: So you're talking about 

 15 just as a practical matter -- 

 16 MR. EDMONDS: Practical matter -- 

 17 MR. TURBEVILLE: -- given the, you know, 

 18 infinite number of SEFs out there, and may, in 

 19 fact, from your description may be getting toward 

 20 infinite in terms of number -- 

 21 MR. EDMONDS: I think Chairman Gensler 

 22 is probably the best at making that market. So 
 130 

 1 I'm not going to take that away from him at this 

 2 point. So. 

 3 MR. TURBEVILLE: It's just impractical. 

 4 MR. EDMONDS: Yes. 

 5 MR. TURBEVILLE: So it's not bandwidth 

 6 in the sense of, you know, some technological or 

 7 strain -- it's just -- 

 8 MR. EDMONDS: Hours and days -- 

 9 MR. TURBEVILLE: Hours and days. Just 

 10 wouldn't work. 

 11 MR. MAGUIRE: It's resources. It's 

 12 purely resources. I think SEFs, SDRs, reporting 

 13 and reconciliation groups, consultancies on behalf 

 14 of clients, FCMs, clients, executing brokers -- 

 15 it's kind of nice to be popular for once in my 

 16 life. But it is every day, as Chris says, there's 

 17 another SEF on the line. There's another 

 18 something coming up. So it's a true resource 

 19 issue. It's not there's anything else there. 

 20 It's we're agnostic to SEFs. We're agnostic to -- 

 21 everybody is agnostic to each other at the moment, 

 22 I guess. But we are agnostic, it's just a 
 131 

 1 practical reality of implementing this stuff. 

 2 And I think it's practical reality of 

 3 implementing it safely and securely as well. 

 4 Because if this stuff goes wrong on any given day, 

 5 that's a real bad thing for everybody. So I think 

 6 we've got to have that in mind as well. 

 7 MR. TURBEVILLE: From the public 

 8 standpoint -- and just to -- then all that being 

 9 true, yes, it would seem to me that the real issue 

 10 here is transparency of your process to make sure 

 11 that things don't get into discussions about, you 

 12 know, who was fair to whom and that sort of thing. 

 13 Because these issues have been talked about as 

 14 recently as this weekend in The New York Times 

 15 about how -- to make certain that as transparent 

 16 as you guys can make your process? That's all to 

 17 the good in terms of implementing this thing in a 

 18 reasonable way without a lot of confusion and 

 19 fighting at the end. 

 20 MR. LEVI: I think it's possible that -- 

 21 MR. SHILTS: Could we just have maybe 

 22 one or two more comments on the SEFs? Because 
 132 

 1 we'd like to turn and talk a little bit about the 

 2 swap data repository. There are some similar 

 3 issues. 

 4 MR. LEVI: Very sympathetic to the 

 5 clearinghouses. It's very possible that the shelf 

 6 registration or an interim registration of SEFs 

 7 would help them sort who the real SEFs are and who 

 8 the not-real SEFs are. 

 9 MR. CUTINHO: Just final comment on 

 10 that. I think we have some experience, actually. 

 11 While launching our services we had several 

 12 platforms actually try and connect to us. We 

 13 cannot speak to the rulebook issues of SEFs. I 

 14 think there are resources, there are resource 

 15 implications, and things like that. 

 16 But as far as speaking to connectivity 

 17 and supporting SEFs or on-boarding them, as long 

 18 as you have a very open API, a well defined 

 19 documentation, and a certification period we give, 

 20 typically, four to six weeks for a platform to 

 21 actually certify. So they go through different 

 22 workflows. 
 133 

 1 And this is done in concert with the 

 2 clients as well as clearing members. So that is 

 3 how the process works. It has worked two times, 

 4 and it continues to work today. Because there are 

 5 several entities that are trying to certify 

 6 through us. 

 7 There is a risk element to it. 

 8 Essentially we assess the SEFs and the clearing 

 9 members assess the SEFs as well, because it's 

 10 their clients that are trading on these entities. 

 11 So with all these checks and balances in 

 12 place, we are confident that we have a good 

 13 process to on-board SEFs, from an operational 

 14 perspective. 

 15 MR. SHILTS: Okay, thank you. And now 

 16 for just -- try to seek some comments on -- with 

 17 respect to similar concepts for swap data 

 18 repositories. And thinking about what policies, 

 19 procedures, rulebooks, whatever should be in place 

 20 for initial, say, provisional registration of 

 21 entities operating as swap data repositories. 

 22 Again, possibly thinking about the end of the year 
 134 

 1 maybe for certain asset classes. 

 2 So, what should we be looking for? For 

 3 SDRs to have in place to be, say, provisionally 

 4 registered? And then thinking about a timeline 

 5 for the various other requirements that would need 

 6 to be adopted, say, over time to -- before they 

 7 would get permanent registration as an SDR? 

 8 MR. THOMPSON: We would think that you 

 9 want to have a very strong rulebook from the very 

 10 beginning. We think already there have been a lot 

 11 of thinking done by regulators internationally 

 12 about what swap data repositories should look like 

 13 and what should be the baseline requirements. As 

 14 I mentioned earlier, the CPSS- IOSCO standards 

 15 that are already out there. 

 16 So, we would be very strong advocates 

 17 that membership requirements, BCP requirements, 

 18 all of that should be well in place well before 

 19 one begins any kind of provisional operation. 

 20 Again, to the point that you don't want 

 21 to be subject to your weakest link. You really 

 22 want to make certain, especially since the issue 
 135 

 1 of transparency is so important in this 

 2 marketplace. And in our view, given the 

 3 experience that we've had where if you have 

 4 transparency in the market on the part of 

 5 regulators and, hopefully, the public, some of 

 6 these other issues can be worked on to make a lot 

 7 more sense and put in place. But you clearly need 

 8 to have a very strong swap data repository system. 

 9 And we would advocate for very strong requirements 

 10 at the very beginning. 

 11 MR. PRITCHARD: Yes, I'd echo a lot of 

 12 what Larry says there. A couple of points to add, 

 13 I think. 

 14 In recognition of the global nature of 

 15 the OTC swap market, you know, we've operated a 

 16 repository for some time now and also a commercial 

 17 service that collects a huge amount of swap data. 

 18 We would think that that would, across the world, 

 19 support the case for recognition of foreign 

 20 registration as far as provisional registration 

 21 goes in order to speed up that process. 

 22 We're going to get on and talk about the 
 136 

 1 phasing of the data repositories in a moment. We 

 2 can wait for that. We can launch into that. 

 3 That was the only point I had about 

 4 registration. 

 5 MR. SHILTS: What other -- 

 6 MR. THOMPSON: The one issue I did want 

 7 to highlight there is what Raf just mentioned, the 

 8 international issue here. And that is, obviously, 

 9 the issue of harmonization with not only just the 

 10 two commissions, the SEC and the CFTC, but 

 11 obviously with the EU. And at the moment, there 

 12 is a very troublesome provision in terms of 

 13 harmonization, which is the indemnification 

 14 provision which happens to be in Dodd- Frank. 

 15 We understand that that's part of the 

 16 law that has to be dealt with, but we did want to 

 17 raise that because that does lead to the 

 18 possibility of fragmentation in the international 

 19 marketplace. 

 20 MR. SHILTS: Assuming we -- the agencies 

 21 have some sort of a provisional registration in 

 22 place and that entities do -- various entities do 
 137 

 1 come in to be provisionally registered as swap 

 2 data repositories, with respect to be coming into 

 3 full compliance, what do people think are some of 

 4 the major issues that would have to be faced? Is 

 5 it the development of unique identifiers? Or 

 6 valuation? Or connectivity? Or whatever? What 

 7 would be the main drivers for getting into full 

 8 compliance? And what might be like a timeframe 

 9 for that? 

 10 MR. THOMPSON: The one thing I wanted to 

 11 mention -- and I think it was mentioned earlier in 

 12 the context of the clearing as well -- is that if 

 13 the rules are written in a general enough fashion 

 14 and a principle manner, then how the information 

 15 gets to the SDR would be something that we could 

 16 work on and then be able to better define later 

 17 on, as opposed to be overly prescriptive in terms 

 18 of what the rules are, in terms of how you want 

 19 the information delivered to you. 

 20 We think we can get the information 

 21 delivered to the commissions because of the work 

 22 that we've been doing already with both the buy 
 138 

 1 side and the sell side, well within this year. 

 2 And we think that information will be very rich. 

 3 We need to know pretty soon that we need 

 4 to start working on that. But we think that that 

 5 is a timeframe that is doable and that we and our 

 6 constituents would be ready to commit to. 

 7 MR. PRITCHARD: We would echo that 

 8 point. I think the repositories out there 

 9 currently collect a huge amount of data. We 

 10 collect 3.9 million outstanding life contracts and 

 11 rates. 

 12 And to Larry's point, I think how the 

 13 data gets to an SDR is less important than getting 

 14 integrity around the population. Getting that cut 

 15 -- the whole market and getting accuracy around 

 16 the data. 

 17 Also in terms of sequencing, you know, 

 18 as a software service provider we would observe 

 19 obviously that building real-time solutions is a 

 20 lot more critical and sensitive than building 

 21 daily batch solutions. And so in terms of getting 

 22 that first cut, it might make sense to prioritize 
 139 

 1 a daily batch snapshot of the market. And then 

 2 you get all that structural information that you 

 3 get that complete -- somebody said earlier, 

 4 getting the complete picture before you do the 

 5 architecture is important. 

 6 You get that complete picture on a daily 

 7 batch basis, then you could sequence the real-time 

 8 -- the more real-time sensitive parts of the 

 9 reporting requirements subsequent to that. And 

 10 that would put you in a good position to make good 

 11 decisions down the line. 

 12 MR. SHILTS: We understand that ISDA is 

 13 going out and looking at, I guess, RFPs or 

 14 whatever in the context of setting up additional 

 15 -- data repositories. Could someone kind of talk 

 16 about that and how that may intersect with our 

 17 adoption of regulations and the implementation? 

 18 That whole mechanism? 

 19 MR. THOMPSON: There is an ISDA process. 

 20 There was an ISDA process for credit, which we 

 21 have. There was an earlier ISDA process, my 

 22 understanding for rates. And because of 
 140 

 1 Dodd-Frank, I believe, they're going out and 

 2 requesting additional information. 

 3 You know, how that all intersects, you 

 4 know, is going to be something that the industry 

 5 is going to have to look at obviously very 

 6 closely. And I think both we and the industry and 

 7 whoever the winners are of the ISDA process would 

 8 obviously have to come to not only the two 

 9 commissions to get a full understanding of what 

 10 that process is, but obviously also has to play 

 11 into the international market as well and 

 12 understand what those requirements are. 

 13 We obviously believe that most of the 

 14 requirements are already, as I've mentioned 

 15 before, have been looked at from a broad 

 16 international standpoint. This being a global 

 17 business and generally reflected in the CPSS-IOSCO 

 18 documents. But the particulars of the ISDA 

 19 process is probably best left to ISDA to explain 

 20 and not us. 

 21 MR. SHILTS: I guess I was also 

 22 wondering -- I mean, under Dodd-Frank there's not 
 141 

 1 any restrictions on the number of SDRs per asset 

 2 class. So there can be more than one. And just 

 3 wondering how this -- your thoughts on how this 

 4 ISDA process and who might be selected for 

 5 particular asset class -- how that may -- does it 

 6 have any bearing on what we're doing? Or the SEC? 

 7 MR. PRITCHARD: What we can say, as a 

 8 software provider, we responded to the ISDA 

 9 process for the rate RFP a year and a half ago and 

 10 offered to provide the functionality that they 

 11 were seeking. And did that successfully, and have 

 12 implemented that. And that's the basis on which 

 13 our current rates repository operates. And we are 

 14 actively working now that the ambition of what has 

 15 been required has changed, to offer to provide the 

 16 rates repository at that new level. 

 17 But I think as Larry said, that's really 

 18 for -- a matter for ISDA. We're the provider of 

 19 the service, they talked to the regulators and 

 20 came up with a specification of what they were 

 21 asking for. And they asked the market for it, and 

 22 we as a service provider bid to provide that. 
 142 

 1 MR. CUTINHO: I think from a 

 2 clearinghouse perspective as well as our 

 3 intentions to become an SDR, we think that it has 

 4 to be a competitive market, just like clearing. 

 5 So we support Dodd-Frank Act in that perspective. 

 6 So we would like the flexibility to be 

 7 an SDR as well. 

 8 MR. COOPER: One thing to keep in mind, 

 9 I think, no matter how or whether the process 

 10 affects the implementation of SDRs, a ton of 

 11 information is being captured right now. Once we 

 12 launch central clearing, that information will be 

 13 readily available to the regulators and help 

 14 inform subsequent rollout of other rules and 

 15 regulations. And so, in and of itself, 

 16 implementation of these SDR rules should not be 

 17 the tail wagging the dog. 

 18 MR. THOMPSON: The only thing I want to 

 19 say in that regard -- and just so we're clear -- 

 20 obviously everyone wants to make certain that the 

 21 information that Adam mentioned, which is already 

 22 there and which should be kept there, will be kept 
 143 

 1 there as long as there's no fragmentation in the 

 2 marketplace. 

 3 To the extent that there's 

 4 fragmentation, either because the commission rules 

 5 are not aligned properly or not aligned 

 6 internationally, there could be fragmentation. 

 7 And therefore, we would always want to work with 

 8 both the buy side as well as the sell side in 

 9 trying to make certain -- and with all other 

 10 industry participants to make certain that that 

 11 information is available to regulators, 

 12 internationally so that they can provide the 

 13 transparency into the marketplace so that you 

 14 don't have a situation that occurred prior to 2008 

 15 where that information was simply not available to 

 16 the marketplace and to the regulators to make 

 17 informed decisions about that place. 

 18 And right now, at least for a couple of 

 19 classes, they're in a much better position to be 

 20 able to see transparent into the marketplace, 

 21 especially the credit default swap, because of the 

 22 information that's being made available 
 144 

 1 post-Lehman. And actually during the Lehman 

 2 crisis, as you all know, we provided information 

 3 to regulators and to the public about Lehman that 

 4 actually quieted the market during that time 

 5 period. 

 6 We think that's extremely important 

 7 going forward. And to the extent that there might 

 8 be forces that fragment that market, that could 

 9 lead to systemic risk in that marketplace. And 

 10 that would not, I don't think, be the kind of 

 11 result that Dodd-Frank was looking for. 

 12 MR. MORAN: No, and I think just keeping 

 13 with that message I think, you know, obviously we 

 14 want to submit data to the repository not based on 

 15 necessarily jurisdiction, but based on our global 

 16 trading books. 

 17 And then, therefore, the local 

 18 regulators and our primary regulator can then view 

 19 that information in the same format and then have 

 20 conversations between each other. And therefore, 

 21 we're not duplicating efforts. 

 22 MR. COOK: Can I ask about the 
 145 

 1 dissemination of trade data? We haven't really -- 

 2 I don't think we've heard any comments about where 

 3 people think that should fit in the process. And 

 4 I think it's an interesting question that may be 

 5 relevant across the different categories of market 

 6 participants here. 

 7 Can you speak a little bit to how you 

 8 would suggest we think about phasing in the 

 9 dissemination of trading? And of course, you 

 10 know, one of the perspectives we bring to bear on 

 11 this question is our -- from the SEC side is our 

 12 experience with TRACE and the development of 

 13 TRACE. And that did occur in a phased in way over 

 14 time. But also, there was a lot of concern 

 15 expressed by market participants about the speed 

 16 with which it was happening and whether that was 

 17 contributing or inhibiting liquidity in the 

 18 markets. 

 19 And I think we feel, over time, that 

 20 that experience has led to improved markets in the 

 21 fixed-income area. And would suggest that we need 

 22 to approach this area with a similar -- with some 
 146 

 1 degree of skepticism on the one had about concerns 

 2 over trade dissemination. But on the other hand, 

 3 sensitivity to the issues of moving too quickly 

 4 with blocked trades and the like. 

 5 But I would be interested in comments 

 6 from any of the panelists on the sequencing and 

 7 phasing of dissemination requirements. 

 8 MR. OLESKY: Well, I'll kick it off. 

 9 Certainly one of the main policy objectives here 

 10 is transparency. So, I think it's a really 

 11 important issue. 

 12 The first thing that comes to my mind 

 13 is, without knowing, you know, what the block 

 14 rules are and what the specific, you know -- what 

 15 the details are, it's very hard to be responsive 

 16 to that issue. 

 17 We have a commercial imperative where 

 18 we'll obviously follow whatever the rules are as 

 19 far as the transparency and dissemination prices, 

 20 but we'd also as a market data player would like 

 21 to be able to distribute our market data directly 

 22 to our clients, and through third parties if we 
 147 

 1 choose to. 

 2 So, we're going to do that right away. 

 3 We do that today, and we'll do it in -- you know, 

 4 once we -- if we get to be a SEF, we'll do it as 

 5 being a SEF. But I think the -- it's hard to come 

 6 up with that until you get a sense of -- I mean, 

 7 there's some general ideas in terms of how this 

 8 should work. But to be precise on timing is 

 9 difficult, not knowing what are the block rules. 

 10 And I think the other thing that we have 

 11 to keep in mind is the likely behavior is going to 

 12 change considerably over this period. So I guess 

 13 I'd be an advocate of really digesting this 

 14 information in this interim period, rather than 

 15 leading with, you know, we should do this, be 

 16 prescriptive, do this. Really learn, take in as 

 17 much information as possible, and then release the 

 18 transparency rules. I just think we'll be much 

 19 more informed, because things are going to change. 

 20 MR. TURBEVILLE: If you connect up that 

 21 kind of a process with the non-fragmentation 

 22 arguments and the rest, the concern is that once 
 148 

 1 it gets started the swap data repositories will 

 2 become juggernauts and will be dominant. 

 3 It would seem to me that the key 

 4 question on dissemination -- if that kind of 

 5 phasing occurs, is to be very, very clear about 

 6 what the requirements, ultimately, of 

 7 dissemination are going to be before you get stuck 

 8 with somebody. And in addition, not just 

 9 dissemination to the public, but what kind of 

 10 analytics SDRs are going to be required to do on 

 11 behalf of the regulators. To the extent that 

 12 you're going to depend on them for the regulators, 

 13 to make sure those standards are in place before 

 14 somebody gets embedded and can't be dislodged. 

 15 MR. BRADY: You know, from our 

 16 perspective I think the key to the dissemination 

 17 issue and the block threshold is also to retain 

 18 some amount of flexibility. I think there's a lot 

 19 to be learned looking at data today. But as Lee 

 20 mentioned, we're moving into a whole different 

 21 world where it's cleared and the market will trade 

 22 differently. Also, I just think it's an area 
 149 

 1 where the flexibility is key. 

 2 I mean, if you look at the key issues 

 3 facing platforms -- to kind of get back to the SEF 

 4 discussion or a DCM that trades a Dodd-Frank 

 5 compliant, you know, type of swap -- you've got 

 6 the central limit order book, the RFQ, and the 

 7 block. I mean, sort of the good news is on the 

 8 central limit order book and the RFQ, the healthy 

 9 debate, you know, in the fall. And I think people 

 10 know roughly where things came out. If you just 

 11 take interest rate swaps, you know, to be very 

 12 specific. And the CFTC came out with a guideline 

 13 around the number of people that need to receive 

 14 an RFQ. You know, the central limit order book is 

 15 allowed but it's not mandated. 

 16 I mean, the other piece in this puzzle 

 17 that's missing is the block issues, or the 

 18 thresholds and the dissemination. I think the key 

 19 is to put a stake in the ground that it's coming, 

 20 that there is a threshold. But that will also be 

 21 looked at very carefully as we roll out this major 

 22 implementation. 
 150 

 1 I mean, on the DCM side we've benefited 

 2 at Eris Exchange from already having DCM 

 3 principles in place. And we've obviously filed an 

 4 application. We've looked at those three 

 5 different execution venues and been in dialogue 

 6 with the commission. I think the idea is to get 

 7 the guidelines and the rules out there and then 

 8 have this iterative process where the various 

 9 platforms and participants come and dial up with 

 10 you. 

 11 MR. SHILTS: Well, we only have a few 

 12 minutes left. And the one other area I wanted to 

 13 touch on with respect to the swap data 

 14 repositories is just thoughts on how the 

 15 implementation would be affected by asset class. 

 16 Because we know there's different levels of 

 17 development in the development of the SDRs by 

 18 asset class. 

 19 So I don't know if just anybody has a 

 20 couple of comments on that. Then we'll try to end 

 21 up close to being on time. 

 22 MR. CAWLEY: Certainly from where we sit 
 151 

 1 -- and I think it was mentioned at the beginning 

 2 of today's panel -- interest rate swaps, vanilla 

 3 swaps clearly qualify for a day one index right 

 4 behind that or on the same day. And the 

 5 constituents of the indices certainly as well. 

 6 And then it trails off from there over time, with 

 7 the 450 to 500-odd names that trade with America 

 8 today. 

 9 MR. PRITCHARD: I think following on the 

 10 comments that we made earlier, that I'd certainly 

 11 agree with that about interest rate swaps. But 

 12 also, generally, that in every asset class there 

 13 are going to be standardized and is going to be 

 14 customized. And the smarter prioritization, we 

 15 would suggest, would be to get with the daily 

 16 batch reporting of all the data as an early 

 17 priority. And then to add the -- to build on 

 18 that, once you get that complete population with 

 19 all the data that you want to capture on that in 

 20 the repository. 

 21 MR. THOMPSON: In that regard, obviously 

 22 from our standpoint we think credit is a very 
 152 

 1 obvious area since there's a lot of information we 

 2 already have on credit default swaps. 

 3 We would follow that probably with 

 4 rates. And then go and look at, you know, each 

 5 class in terms of its automation, because we think 

 6 that is the easiest one. 

 7 Ron mentioned that he thought 

 8 commodities were fairly automated, to the extent 

 9 that they are. And that would naturally follow. 

 10 So, we would follow it in that -- in those 

 11 footsteps. 

 12 The biggest issue, obviously -- and this 

 13 would, I think, actually be from the clearing 

 14 perspective -- is that the rules right now between 

 15 the SEC and the CFTC could make for some 

 16 differences that could be problematic. And 

 17 obviously, to the extent that this is a global 

 18 market, you need to look at harmonizing the rules 

 19 as well on the international regulators. 

 20 Thank you. 

 21 MR. SHILTS: Anyone for one last comment 

 22 before we close this session? 
 153 

 1 MR. EDMONDS: Rick, the only thing I'd 

 2 add to that is, you know, instead of looking at it 

 3 necessarily by asset class, the commissions may 

 4 want to look at it by the instruments that have 

 5 the greatest amount of liquidity. And, you know, 

 6 the trades that are happening there. 

 7 I don't know the value necessarily. 

 8 Arguments can be made both sides. If something 

 9 trades once a month, of having that data captured. 

 10 But something that's traded multiple times a day, 

 11 multiple times an hour, making sure that you had 

 12 that data first. And then as it begins to trail 

 13 out, maybe one way to look at it, instead of being 

 14 so focused on what asset classes go to it, maybe 

 15 it's something on the amount of liquidity being 

 16 there to stake your priority. 

 17 MR. SHILTS: All right. With that, I 

 18 want to thank all the panelists. I think it was 

 19 very informative. We're going to take a break, a 

 20 lunch break. We're going to come back at 1:00. 

 21 And I think some of the same people will be on the 

 22 next panels, too. So we look forward to that. 
 154 

 1 And again, thank you, everyone. 

 2 (Whereupon, at 12:02 p.m., a 

 3 luncheon recess was taken.) 

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 155 

 1 A F T E R N O O N S E S S I O N 

 2 (1:08 p.m.) 

 3 MR. COOK: All right, we'll get started 

 4 now, now that we have the mood all set. So, 

 5 welcome back to the afternoon session of our first 

 6 day of the round table on implementation. Again, 

 7 I'm Robert Cook, director of the Division of 

 8 Trading and Markets at the SEC, and Brian Bussey, 

 9 associate director in the Division's office of 

 10 Trading Practices and Processing joins me for this 

 11 second panel. 

 12 We got off to a good start this morning 

 13 and I look forward to additional dialogue and 

 14 insight this afternoon on implementation issues. 

 15 The first panel this afternoon will focus on 

 16 dealers and major participants. As the agenda 

 17 indicates, some of the areas we will cover in this 

 18 panel will be the timing of the registration 

 19 process, the time necessary to implement policies, 

 20 procedures, rules and systems necessary to begin 

 21 operations as a dealer or major participant, the 

 22 timing of compliance with business conduct and 
 156 

 1 other requirements, and international timing and 

 2 coordination issues. 

 3 In addition, we will discuss whether 

 4 requirements should be phased in by asset class, 

 5 type of market participant, or other factors. 

 6 As I mentioned in my opening remarks 

 7 this morning, the SEC is still in the process of 

 8 proposing substantive requirements for dealers and 

 9 major participants with the exception of trade 

 10 verification and acknowledgment requirements, 

 11 which we proposed in January. Nevertheless, we 

 12 look forward to input we receive today as we move 

 13 toward proposing various rules in this area in the 

 14 coming months. 

 15 Before we begin the panel, let me ask if 

 16 we could just go around again and have everyone 

 17 introduce themselves and, again, you'll need to 

 18 push the red button in front of you to turn your 

 19 mic on. 

 20 MR. O'CONNER: Hi, I'm Steve O'Conner, 

 21 Morgan Stanley. 

 22 MR. PICARDI: Matt Picardi with Shell 
 157 

 1 Energy North America. 

 2 MR. TURBEVILLE: Wally Turbeville, 

 3 Better Markets. 

 4 MR. LAWTON: John Lawton, DCIL CFTC. 

 5 MR. SHILTS: Rick Shilts, director of 

 6 the Division of Market Oversight at CFTC. 

 7 MR. BUSSEY: Brian Bussey, associate 

 8 director, Trading Practices and Processing at the 

 9 SEC. 

 10 MR. ROTH: Dan Roth, National Futures 

 11 Association. 

 12 MR. HORKAN: John Horkan, Bank of 

 13 America, Merrill Lynch. 

 14 MR. GIDMAN: John Gidman, Loomis Sayles. 

 15 MR. DIPLAS: Athanassios Diplas, 

 16 Deutsche Bank. 

 17 MS. GUEST: Alexandra Guest, Barclays 

 18 Capital. 

 19 MR. SHILTS: Just quickly, I was told 

 20 that they're having some difficulty hearing 

 21 people, so maybe if everyone, including myself, 

 22 gets a little closer to the microphones when they 
 158 

 1 speak. Thank you. 

 2 MR. COOK: Great, thanks. And again 

 3 we'd like to extend our gratitude to all the 

 4 panelists for joining us today and we look forward 

 5 to your input on the topics before us. 

 6 So, unless you have anything further, 

 7 Rick? I'll ask Brian to kick it off with the 

 8 first question. 

 9 MR. BUSSEY: Thank you, Robert. We had 

 10 a bit of discussion this morning about looking at 

 11 the bigger picture and how the various rulemaking 

 12 streams should fit together and we didn't talk 

 13 much about the topic of today's -- or of this 

 14 panel, which is where the dealer and major 

 15 participants registration and substantive 

 16 requirements should fit into the overall 

 17 implementation of the Title VII requirements, so 

 18 I'd like to start off with kind of this broad 

 19 question of where the panelists think that 

 20 registration and substantive requirements for 

 21 dealers, I think in the first instance, and then 

 22 participants in the second instance should fit 
 159 

 1 into the overall major categories of Title VII. 

 2 MR. PICARDI: I guess I'm willing to get 

 3 started. Maybe from the perspective of someone 

 4 that's not entirely certain if the organization I 

 5 work for is a dealer or a large end user and 

 6 certainly trying to figure that out and the reason 

 7 I was willing to get started is because that's one 

 8 of the threshold issues we need resolved and 

 9 certainly with the definition of swap coming out 

 10 and having the recent opportunity to comment on 

 11 the swap dealer definition, when you see how that 

 12 looks and how our organization is affected and 

 13 then if we have to restructure to accommodate it 

 14 or to be able to participate in the markets in 

 15 effective ways is real important to us, and we 

 16 probably come at this a little differently than 

 17 some of the other participants around the table 

 18 because we've never been subject to prudential 

 19 regulation before. 

 20 So, for us, we're probably at the end of 

 21 the train because we're probably the (inaudible) 

 22 folks, even though we've been in these markets and 
 160 

 1 have some experience with setting up some of these 

 2 systems, we come at this with less experience in 

 3 this arena dealing with capital requirements and 

 4 things -- the new capital requirements and things 

 5 like that. 

 6 So, from our perspective we feel that 

 7 once those definitions are resolved and the 

 8 institutional items that were discussed this 

 9 morning that can take place in parallel, because 

 10 we do envision no matter what happens, being 

 11 (inaudible) that participates on those platforms. 

 12 Having those resolved first will help the 

 13 regulators get a lot of, first of all, 

 14 transactions cleared, and secondly, getting the 

 15 reporting part of the aspect on getting SDR set up 

 16 will help us because then we can look at the world 

 17 and go, if we're a dealer, what's not being 

 18 cleared, how do we need to go about doing it. But 

 19 in terms of balancing your look to get things 

 20 implemented and dealing with organizations like 

 21 ours, we think getting those issues resolved, a 

 22 process that helps us figure out how to structure 
 161 

 1 ourselves, process the figures out, you know, that 

 2 lets us then determine how to register, and then 

 3 one that lets those organizations in parallel get 

 4 set up will help the commissions also meet the 

 5 requirements of Dodd- Frank in an economic manner 

 6 and maybe more expeditiously. 

 7 MS. GUEST: I think just to add to the 

 8 complexity of what he's saying, from my 

 9 perspective there are an awful lot of our clients 

 10 who were hearing something similar from the -- you 

 11 know, lots of phone calls. Are we a swap dealer? 

 12 We're not really sure what are we, and that 

 13 there's a lot of uncertainty out there from 

 14 entities who aren't even necessarily sure that 

 15 what they do is deal in swaps. And there are some 

 16 complex contractual arrangements that don't 

 17 involve ISDAs, not always obvious what the nature 

 18 and character of that instrument is. And it's 

 19 important for us to know who it is that we're 

 20 dealing with and what category to put them in 

 21 because of course there are other things that then 

 22 flow from that. 
 162 

 1 So, I think the registration is 

 2 obviously something that has to come early, but I 

 3 think we -- our view is that not everything, 

 4 necessarily, has to apply on day one and that you 

 5 can look at some kind of provisional registration. 

 6 The theme that you might hear me repeat, because I 

 7 think it sort of underlies almost everything that 

 8 we think about this topic, is that for almost any 

 9 piece of the implementation there's really a 

 10 three-stage process. Stage one is your sort of 

 11 beta phase or your voluntary compliance phase or 

 12 your risk-free trial period, we've called it in 

 13 some contexts, and then you'd sort of have a 

 14 trigger that moves you into phase two. Phase two 

 15 is mandatory but with accommodations. Those 

 16 accommodations might mean that not -- say, for 

 17 example, in this context -- not all of the rules 

 18 and things have to kick in on day one. There may 

 19 be some that I can't comply with on day one, but 

 20 it would be okay for me to tell you, hey, by the 

 21 way, I can't comply with this on day one for the 

 22 following reasons. Some of the kinds of things 
 163 

 1 we've talked about with the commission previously 

 2 are, for example, technology issues where I have a 

 3 risk management system that sits in one part of my 

 4 organization, I want to leverage that to be able 

 5 to use that risk management knowledge, expertise, 

 6 and technology as I get this set up. 

 7 There may be reasons in some of the 

 8 business conduct standards why I can't do that. I 

 9 think that would be something that would be 

 10 reasonable to compromise to allow me to leverage 

 11 that because we want to be able to do this, as 

 12 people observed earlier, in this sort of really 

 13 safe and sound and practical manner. 

 14 I think once you kind of have everybody 

 15 in substantial compliance you can then look at the 

 16 reasons why people haven't been able to comply so 

 17 far. They may suggest accommodations that you 

 18 need to carry through, they may suggest issues 

 19 that are sort of fundamental issues that you might 

 20 want to even look back and tweak the rule, and 

 21 then you can move to phase three. Phase three 

 22 would be full compliance for everybody. 
 164 

 1 But if you sort of think about it in a 

 2 phased way like that within the phasing, we think 

 3 that's helpful. 

 4 MR. O'CONNER: I would just add that, I 

 5 mean, there's a lot of talk about when the mandate 

 6 will apply and when everybody has to have 

 7 everything done before the curtain comes down. I 

 8 think as important is having systems and market 

 9 infrastructure open and available for use, and so 

 10 I think -- and so, therefore, early registration 

 11 is important, so I would imagine that you would 

 12 want certainly the banks and dealers to register 

 13 as soon as possible. 

 14 Having said that, we -- you know, a 

 15 choice of legal entities is one challenge for 

 16 dealers. I mean, there are banks within our 

 17 corporate structures, FCMs, swap dealers, all of 

 18 which would be subject to the nuances of the final 

 19 rules once they're out, so I think one 

 20 prerequisite for registration is the dealers, the 

 21 FCMs knowing exactly what legal entities they will 

 22 be using and filing the appropriate registrations. 
 165 

 1 MR. DIPLAS: I think that's the key 

 2 issue in what you asked originally. It's not a 

 3 question for some of us whether Morgan Stanley or 

 4 Deutsche Bank or Barclays or whoever is going to 

 5 be a swap dealer. But the issue is which legal 

 6 entity we think that organization is going to be 

 7 that swap dealer, perhaps for selling product or 

 8 not and the discussions, I think, that we have -- 

 9 as we have seen from our experience with other 

 10 dealers, there are pretty convoluted discussions 

 11 taking place internally that we're just starting 

 12 to understand that some of it, I think, we have 

 13 pretty good knowledge by now in terms of how the 

 14 rules will come out. Some of them are quite up in 

 15 the air and those actually might determine those 

 16 choices. Capital rules are very important from 

 17 that perspective and also the coordination with 

 18 some of those that have also dealt by the 

 19 Prudential regulators or not because also we're 

 20 going to be using non-banking entities, so the 

 21 greater (inaudible) probably would become the most 

 22 relevant constraint. And having that information 
 166 

 1 as soon as possible obviously is going to guide 

 2 some of these decisions. 

 3 The second thing about -- in the case -- 

 4 let's say for now we made the wrong decision and 

 5 we have to back track, we have to be cognizant of 

 6 the lead times associated with actually rebuilding 

 7 infrastructure or repapering docs, especially 

 8 talking about moving existing trades and having to 

 9 maintain risk-balance books. 

 10 MR. TURBEVILLE: That all sounds pretty 

 11 rational but it's a huge difference between talk 

 12 about phasing in things because this morning the 

 13 discussion was all about integrating a lot of 

 14 different operations, multiple sets, and various 

 15 layers, talking about which subsidiary is the 

 16 optimal one for an integrated international bank 

 17 to use is sort of a different issue, a different 

 18 kind of issue. And it strikes me -- you can react 

 19 to it, but it strikes me as that's less persuasive 

 20 in terms of why something should be phased in or 

 21 not. It's one thing if you've got to fit lots of 

 22 pieces together, it's another if you're trying to 
 167 

 1 optimize the subsidiary within your large 

 2 international group to do transactions. 

 3 MR. DIPLAS: Well, it's not simply 

 4 optimizing, but also understanding what is 

 5 appropriate based on how some of these roles look. 

 6 Some (inaudible) might not be appropriate. It's 

 7 not a matter of being optimal, it's a matter of 

 8 being actually accurate. 

 9 When it comes to phasing if I want to 

 10 take a step back, our (inaudible) to phasing is 

 11 that probably it would be guided by six underlined 

 12 principles. One is to provide enough time for the 

 13 market infrastructure and the operations to catch 

 14 up and do this appropriately so we cause no harm, 

 15 i.e., no market disruption. The second would be 

 16 to prioritize data reporting to regulators so they 

 17 can have informed future rule-making. The third 

 18 would be to phase in the requirements depending on 

 19 the market participant and the asset class. The 

 20 fourth would be to figure out within an asset 

 21 class which actions are going to reduce systemic 

 22 risk the most and prioritize those. The fifth 
 168 

 1 would be to allow time for adequate testing, and 

 2 that's what Steve touched on, to ensure that the 

 3 actual infrastructure is appropriately built to 

 4 withstand that change that's taking place. And 

 5 the sixth is that we sequence -- different 

 6 regulators sequence rules appropriately to ensure 

 7 that actually market participants, either within 

 8 the same asset class or that might be delayed in 

 9 the phasing, et cetera, find the same treatment. 

 10 Give an example for the latter, when 

 11 we're talking about if the prudential regulators 

 12 come out and say the capital rules or the margin 

 13 rules for non-clear transaction are X and X is 

 14 (inaudible) versus the cleared ones, but we have a 

 15 market participant such as the (inaudible) asset 

 16 manager that cannot comply on time and has a 

 17 two-year lead time, that participant would be 

 18 unfairly penalized. 

 19 So, having that kind of coordination, 

 20 from our respect, is extremely valuable. 

 21 MR. HORKAN: And I would sort of add on, 

 22 you know, as Athanassios said, lots of 
 169 

 1 infrastructure work, lots of things that we'll 

 2 have to do that clearly we'll want to optimize, 

 3 but that's clearly not necessarily the main 

 4 objective of the regulators. But the implications 

 5 in terms of signing up clients and documenting, I 

 6 don't think there's any way to minimize how much 

 7 effort that's going to be. And it's more than 

 8 just throwing resources at it, and perhaps John 

 9 can speak to it, but he's going to sign up all his 

 10 clients and then we have to sign up with them and 

 11 then link up all with the other participants that 

 12 we talked about this morning. That's just a large 

 13 amount of documentation that is required and, you 

 14 know, hopefully later we'll also talk about 

 15 standard forms to help maybe implement that in a 

 16 more efficient manner. 

 17 MR. GIDMAN: And, you know, before we 

 18 know how long it's going to take to get to the end 

 19 line, what the appropriate sequencing or phasing 

 20 would be, we need to find a common starting point. 

 21 And I think Matthew's comments at the outset 

 22 about, you know, are you an end user, are you a 
 170 

 1 dealer, or are you both, you know, which legal 

 2 entities within your organizations would best be 

 3 appropriate, I think there's a general sense of 

 4 lack of clarity on the part of many types of 

 5 market participants about what exactly the 

 6 definitions will be such that we can all 

 7 collectively determine what the right sequence and 

 8 what the right phasing would be from a practical 

 9 standpoint. 

 10 And in the cases of an institutional 

 11 asset management firm, you know, is the major swap 

 12 participant at the advisor level, is it at the 

 13 fund, is it at the ERISA account, or at the other 

 14 account? Is it at the entity level or the 

 15 beneficial owner? These are all questions that we 

 16 need certainty before we can determining what the 

 17 right sequencing should be. 

 18 MS. GUEST: I think just to add 

 19 complexity to that, if you look at an 

 20 international fund structure, there are still some 

 21 open issues with respect to how those entities are 

 22 going to be treated and where CFTC's or SEC's 
 171 

 1 jurisdiction lies. And we were more enlightened 

 2 now than we were at the beginning of last week 

 3 about what a swap is, but I'm not sure we're more 

 4 enlightened about which swaps, in the 

 5 international context, necessarily count. So, to 

 6 an extent, I may have the same problem Matthew has 

 7 where I don't know some of my entities whether or 

 8 not they are or aren't dealers that would be 

 9 required to register. So, it's not just an 

 10 optimization exercise, it's identification of 

 11 which ones would have to. 

 12 MR. ROTH: Can I just mention, there's a 

 13 logistical element to the registration process, 

 14 too, that I just wanted to mention because in its 

 15 registration rule release, the commission raises 

 16 the possibility of delegating a portion -- all or 

 17 a portion of the registration process to NFA. And 

 18 if that process is in fact delegated to NFA, 

 19 there's two components to it. One is just 

 20 processing the application itself, and that's, 

 21 frankly, not that hard for us. We had to make 

 22 certain programming changes to our web based 
 172 

 1 registration system, but we've already done that 

 2 to accommodate the new categories of registration. 

 3 We can process the applications tomorrow if that's 

 4 what the commission decided. 

 5 The second part of it, though, and the 

 6 trickier part of it for us, is the 4s submissions, 

 7 because the commission proposed that you can 

 8 receive a provisional registration, an applicant 

 9 can receive a provisional registration upon the 

 10 filing of the application that is in good order, 

 11 but that as the 4s requirements become 

 12 implemented, firms then have to make their 4s 

 13 submissions to presumably NFA so that we can 

 14 determine whether those 4s submissions are in 

 15 compliance with the commission's rules. 

 16 That process is going to be trickier. 

 17 We need to know when those final -- once those 

 18 final rules are adopted, we can finalize the 

 19 development of guidance for our staff that's going 

 20 to be reviewing the 4s submissions, but we can't 

 21 really finalize that process until the rules are 

 22 in their final form. But in addition to 
 173 

 1 developing the guidance, we're frankly -- for 

 2 certain of these areas may be somewhat familiar to 

 3 us but for other areas we're going to have to go 

 4 outside of NFA and bring talent into NFA that's 

 5 not currently in-house to review those 4s 

 6 submissions. 

 7 So, you know, our thought was that as 

 8 the rules become implemented and as the 4s 

 9 submissions start coming in, I think it could take 

 10 NFA certainly six months from the date the rules 

 11 are adopted in their final form until we're really 

 12 ready to review the 4s submissions. 

 13 MR. LAWTON: Hey, Dan, follow-up. Which 

 14 particular 4s submissions do you think you're 

 15 ready now and which parts do you think you're -- 

 16 MR. ROTH: You know, I would think, 

 17 John, our thought on this is that the submissions 

 18 regarding the bilateral, the non cleared stuff, is 

 19 going to be more foreign to NFA than the cleared 

 20 materials. So, I think we're going to need 

 21 outside help on all of it, but the 4s submissions 

 22 regarding business conduct rules with respect to 
 174 

 1 the non cleared transactions, I think, would be an 

 2 area where we would feel a particularly acute need 

 3 to go outside of NFA and bring that talent in. 

 4 MR. BUSSEY: Just kind of summing up 

 5 what I think I was hearing, a concern about 

 6 definitions and about the rule set that will apply 

 7 to dealers and major participants, but I didn't 

 8 hear anyone talk about any of the other streams. 

 9 So, am I to take it that, you know, SDRs, 

 10 clearing, all the other components of Dodd-Frank, 

 11 do not -- can go before the registration and 

 12 substantive requirements for dealers? 

 13 MR. GIDMAN: I think, you know, that 

 14 what I believe is that the definitions are the, 

 15 you know, the important starting point for all 

 16 participants, and that once we have those 

 17 definitions, then we can begin the process of 

 18 identifying what reasonable phasing and sequencing 

 19 would be, and particularly when we're looking at 

 20 complex relationships with multiple sub accounts, 

 21 different regulated entities and different capital 

 22 and corporate structure it becomes very important 
 175 

 1 to have clear rules of the road as we start on 

 2 this process. 

 3 The technical difficulty, the time to do 

 4 things, you know, we're all highly regulated 

 5 entities. Our biggest firms all have significant 

 6 infrastructure, but we need to make sure that, you 

 7 know, there's open access for those participants 

 8 that are not the largest and that there's an open 

 9 architecture to all of the new facilities that are 

 10 coming online. 

 11 MR. COOK: I think within the stream of 

 12 rules around participants, I think you mentioned a 

 13 couple of predicates to deciding which legal 

 14 entity you would use. So, let's say we have the 

 15 definitions in place, and you mentioned capital, 

 16 maybe some of the SEC requirements, is there 

 17 anything else that stands in the way of figuring 

 18 out which legal entity you want to use? 

 19 MR. HORKAN: I would just say sort of 

 20 the implications from an international perspective 

 21 are quite critical and harmonization with 

 22 international regulators is critical. I think 
 176 

 1 this is a great first step for harmonization here 

 2 with what we can control in the U.S., but we all 

 3 run pretty global businesses. Our infrastructures 

 4 are set up mostly globally and, you know, managing 

 5 that dimension around legal entity is something 

 6 we're actively trying to understand. 

 7 MR. PICARDI: I would add that I think 

 8 also from our perspective how affiliates will deal 

 9 with each other and the rules around that would be 

 10 important from our perspective. 

 11 MS. GUEST: And just at a more mundane 

 12 level, I think operationally there can be some 

 13 complexity just with different time zones 

 14 depending upon which entity and how the time 

 15 frames work, may have systems that currently, say, 

 16 in Asia, that wouldn't be appropriate to put in 

 17 Asia, I might need to move those systems to a 

 18 different jurisdiction to comply with some of the 

 19 timing requirements depend. So, there's just a 

 20 few mundane things like that that we will need to 

 21 think about internally but that take time again. 

 22 But, again, that's time to get to full 
 177 

 1 compliance, I don't think that we couldn't 

 2 provisionally register if that didn't necessarily 

 3 mean that the full panoply of the proposed rules 

 4 and regulations applied at that instance. If it's 

 5 a phased in process then I think we could 

 6 provisionally register and if we had to switch out 

 7 the entity, we could switch out the entity and we 

 8 could get ourselves to full compliance over a 

 9 period of time. 

 10 MR. DIPLAS: With respect to phasing, 

 11 though, I mean, our expectation is that we would 

 12 have to make those decisions quite early. We 

 13 expect that the dealers will be the first ones to 

 14 be captured no matter what, how the rules look, 

 15 and we expect to -- there is more (inaudible) 

 16 probably around the major swap participants 

 17 exactly as to how many they are, who they are, and 

 18 how much infrastructure built they will have from 

 19 their standpoint. 

 20 We expect to, if we look at the main 

 21 kind of themes that we're looking here between 

 22 clearing and execution, you -- most dealers -- 
 178 

 1 basically right now we have to make probably one 

 2 fundamental choice with respect to clearing, i.e., 

 3 do they use one entity as a clearing member or 

 4 two? Some people will make the choice to use an 

 5 FCM just simply for client business and probably a 

 6 banking entity for the principle side of the 

 7 house. Some of them might choose to actually take 

 8 that entity and use it as a client of the FCM. 

 9 So, I think you're going to see these two flavors 

 10 basically and we've heard kind of things from both 

 11 sides talking to other dealers. And some of them 

 12 might backtrack actually at this point so I'm not 

 13 -- but that is probably the major decision. 

 14 In terms of the execution, the same 

 15 thing will happen. For now most of the execution 

 16 around swaps happens to be sitting on the banking 

 17 side of the house. There will be similar systems 

 18 that have to be built on the FCM side and that's 

 19 probably most of the time that the dealers will 

 20 have to dedicate in infrastructure build simply 

 21 from just starting themselves if, say for example, 

 22 their execution in the beginning just for dealer 
 179 

 1 trades. The build, of course, is similar, but in 

 2 large scale when it comes to the client whether 

 3 we're talking now the client clearing or client 

 4 trading, et cetera. 

 5 MR. GIDMAN: You know, I think one of 

 6 the concerns that you could have is that there's a 

 7 rush on the part of market participants to comply 

 8 and to build out infrastructure, but there's a 

 9 significant distance between the most technically 

 10 sophisticated and the largest players and those 

 11 that are not. And when we look at mutual funds 

 12 and similarly organized funds, ERISA accounts, and 

 13 pension plans of government employees, there's a 

 14 wide difference between the technical capabilities 

 15 of those participants from the top to the bottom, 

 16 but many of those participants need the same 

 17 access to market facilities and to markets as the 

 18 very largest. They need access to swaps in order 

 19 to manage their risk, in order to match their 

 20 pension, income, and assets with liabilities, and 

 21 to efficiently gain access to markets. And we 

 22 want to make sure that as there's a rush to build 
 180 

 1 this infrastructure that there continues to be 

 2 open access to these markets for all participants 

 3 regardless of size. 

 4 MR. PICARDI: I would second John's 

 5 concern in our space. We deal with, both 

 6 physically and with financial instruments, 

 7 entities that have different levels of 

 8 sophistication and entities that are producers, 

 9 entities that are -- and not wholesalers, but true 

 10 smaller end users. And in our travels we've found 

 11 there's a wide range of understanding or even 

 12 awareness that when they introduce instruments in 

 13 the future they, you know, may have new regulatory 

 14 requirements and so it's important to make sure 

 15 that that gets out to the folks that we deal with. 

 16 But also the comment I heard earlier that's 

 17 important from our perspective is flexibility in 

 18 this process, and we feel that the commission 

 19 staff seems to have gotten that message in a lot 

 20 of the comments that we've participated in by 

 21 virtue of the concepts that have been raised here 

 22 and that's important to our sector. 
 181 

 1 MR. COOK: I think one of the concepts 

 2 that you guys had put out was that there may be a 

 3 difference in implementation for the registered 

 4 entities versus the other participants in the 

 5 market which seems to be what you guys are echoing 

 6 and supporting, is that right? 

 7 MR. DIPLAS: We thought that was very 

 8 helpful, actually. The concept document that came 

 9 out on Friday was very helpful in that respect. 

 10 And the comments that we have put forward in the 

 11 implementation plans that we gave to both the SEC 

 12 and the CFTC reflected the kind of reality that 

 13 basically different market participants are in 

 14 different states of readiness and, therefore, 

 15 there needed to be appropriate time to actually 

 16 build that infrastructure and we think that the 

 17 CFTC's proposal is very reasonable in that 

 18 respect. 

 19 MR. GIDMAN: We thought your themes and 

 20 your questions were exactly right. We thought it 

 21 was exactly the right perspective. 

 22 MR. LAWTON: With regard to 
 182 

 1 documentation of client accounts, what steps are 

 2 necessary to get client accounts documented both, 

 3 first, I guess, on the cleared side and then on 

 4 the uncleared side? And what kind of time frames 

 5 do you think we're looking at? 

 6 MR. DIPLAS: Well, talking to our 

 7 clients, we have seen -- I mean, depending on the 

 8 type of account, there are accounts, more or less 

 9 single entity accounts, which are probably easy to 

 10 document with, and there are the multi-hundreds of 

 11 thousands of accounts type entity that's actually 

 12 much more challenging. So, the same problem, of 

 13 course, that we face in actually signing 

 14 documentation with them they face it internally 

 15 themselves taking the same documentation to their 

 16 own clients. 

 17 To give the example of a large asset 

 18 manager that might have 2,000 accounts, then ask 

 19 the manager if he or she wants to go to 4 CCPs, 

 20 that means 8,000 documents, and if they want 10 

 21 dealer FCMs, that's 80,000 documents. These are 

 22 not boilerplate documents, clearly, they basically 
 183 

 1 have to be negotiated and they have to go back and 

 2 present to their clients and to the extent that -- 

 3 if you think about it even in man hours or man 

 4 weeks or whatever, one client -- an attorney can 

 5 do 100 of these a week, which sounds pretty 

 6 aggressive, we're talking about 800 man weeks. 

 7 So, that's the kind of challenge they 

 8 face on their side. We face the same thing, 

 9 obviously, from our side. Now, we're, in general, 

 10 in the business of chasing clients o sign up as 

 11 many clients as possible and it's very strange to 

 12 be worried that too many will come at the same 

 13 time. 

 14 If you ask the dealers, most of them 

 15 have been chasing the same top 50 accounts, so 

 16 that space among the major dealers is probably 100 

 17 accounts. Now, Dodd-Frank is not talking about 

 18 100 accounts, it's talking about everybody, so I'm 

 19 trying to figure out how we're going to sequence 

 20 those. It's simply a bandwidth issue, not even 

 21 when we have no substantive disagreement about the 

 22 rules. 
 184 

 1 So, we think for some of these larger 

 2 and multi- thousand type accounts it would be -- 

 3 they need 18 to 24 months simply to sign 

 4 documentation. 

 5 MR. GIDMAN: I'm not as concerned about 

 6 the top accounts. I think you guys will take good 

 7 care of them. 

 8 But there are about 157,000 mutual or 40 

 9 act or similarly organized funds in the United 

 10 States along with ERISA accounts and state and 

 11 municipal and federal pension plans. Each of 

 12 those, on average, has 7 managers and each of 

 13 those managed accounts may have 5 to 13 different 

 14 subaccounts for managing different parts of those 

 15 accounts. So, very soon you're getting up to 8- 

 16 to 10 million volume of accounts. Almost all of 

 17 them have very poor technical capability to be 

 18 able to comply with these requirements even though 

 19 in good faith, you know, they need access to those 

 20 markets and they need access to those facilities. 

 21 So, from a phasing standpoint, from an 

 22 industry resource standpoint, it's not an 
 185 

 1 insurmountable challenge, but it's a challenge. 

 2 MR. COOK: Can you just give us some 

 3 examples of what are some of the areas in which 

 4 their technology might get in the way of the rules 

 5 as least as you know them to be now? 

 6 MR. GIDMAN: When you look at 

 7 institutional accounts, typically an ERISA account 

 8 or a mutual -- an ERISA account is going to have 

 9 multiple managers. Each one of those managers is 

 10 responsible for one sleeve of that product set and 

 11 that product set or strategy may have overlapping 

 12 asset classes. They may all use swaps, but they 

 13 may use those through multiple custodians and 

 14 multiple other accounts and they really don't have 

 15 the ability to do any of the MSP tests to see 

 16 whether or not they fall under those guidelines. 

 17 Even though they're not even close to the 

 18 threshold there's uncertainty about whether or not 

 19 they would be required to do those tests on a 

 20 daily basis. They certainly don't have the 

 21 ability to look through or look across those 

 22 accounts that are at third parties, and many of 
 186 

 1 them don't have the technical capability, which is 

 2 why they hire third parties. They hire 

 3 consultants, they hire investment advisors, and 

 4 they hire multiple custodians or other service 

 5 providers. 

 6 MR. COOK: But it's about doing the 

 7 calculation to determine if you're an MSP that 

 8 you're talking -- 

 9 MR. GIDMAN: The calculation is one of 

 10 the biggest things. When you look at kind of the 

 11 life cycle of a trade, what they almost all have 

 12 in common right now is connectivity to the DTC and 

 13 the Trade Information Warehouse, so about 98 

 14 percent of those entities connect in one form or 

 15 another to the DTC for trade information on swaps. 

 16 However, with regard to SEFs and clearing and 

 17 further up the stack, they don't really have the 

 18 technical capability to do that. And they have 

 19 the safe harbor to be able to conduct these trades 

 20 by any means of interstate commerce, and that's 

 21 what they do. You know, many of these trades are 

 22 done over the phone and really when we're talking 
 187 

 1 about bottom up or back to front, the one thing 

 2 that we really have in common at this point is a 

 3 single trade repository where at the end of the 

 4 day these trades, and through the lifecycle of the 

 5 trades, you know, there's a reasonable gold record 

 6 of it. We're concerned that, you know, there's 

 7 the potential of fragmentation in this market, 

 8 which would make it more difficult to bring these 

 9 records ever together. 

 10 MR. O'CONNER: Sorry, just a couple of 

 11 things actually. I'll make another point on the 

 12 client side and then I'll talk to the uncleared 

 13 situation as well. 

 14 Wearing my ISDA hat, one thing we hear a 

 15 lot from the buy side asset managers is that in 

 16 addition to all of this stuff that John has just 

 17 been through, there's a huge education process 

 18 needed at every client to enable them to make 

 19 decisions as to whether to continue to trade or 

 20 not in a cleared space, and if they do, which CCP 

 21 to choose, which FCM, et cetera, et cetera, and 

 22 that process can't be underestimated and often 
 188 

 1 decisions need to be made that are then ratified 

 2 by boards (inaudible) client, then that board 

 3 might meet once a quarter or twice a year, and so 

 4 there's a time delay there just adding to what 

 5 John had said. 

 6 On the uncleared side, a typical large 

 7 dealer may have 20,000 derivative clients that are 

 8 typically executed under an ISDA Master Agreement. 

 9 Those master agreements often take months to 

 10 negotiate in the first place and they will all 

 11 need to be renegotiated. And the reasons for that 

 12 are to add extra provisions with regard to know 

 13 your client rules that are coming through 

 14 Dodd-Frank, so extra representations will be 

 15 needed there, the suitability representations 

 16 needed. There are new margin, collateral terms, 

 17 credit limits, that need to be imposed. And if 

 18 you -- you know, just trying to put some numbers 

 19 around this -- if you have 20,000 accounts and 

 20 there are -- you know, and it takes a day, let's 

 21 say, to renegotiate each one, which is somewhat 

 22 aggressive from the point of view of anyone who's 
 189 

 1 looked at these things, and there are 200 trading 

 2 days in a year, that's 100 man years' worth of 

 3 effort. 

 4 So, now you could say, that's 100 -- 

 5 let's just have 100 lawyers do it in a year, but 

 6 then you get into, you know, a bandwidth concern 

 7 because those guys who would be renegotiating that 

 8 are the same people who are going to be writing 

 9 all the new policies and procedures and all the 

 10 other bodies of work that are going on at the 

 11 firms as well. 

 12 MR. TURBEVILLE: I would have thought 

 13 that a lot of the provisions, especially if you're 

 14 talking about corporate -- business conduct 

 15 provisions, are going to be standardized chunks of 

 16 language. That's the way the rules actually are 

 17 written to encourage the potential for 

 18 standardized chunks of language to make it as easy 

 19 as possible so that you don't have to sic a lawyer 

 20 on an individual client for, you know, 100,000 man 

 21 years of legal work. 

 22 MR. O'CONNER: No, no, I agree with that 
 190 

 1 point and that's why I'm erring on the one-day per 

 2 agreement rather than three months, which is the, 

 3 you know -- 

 4 MR. TURBEVILLE: I understand that. 

 5 There are some other things you were using, like 

 6 renegotiating credit limits. What is that? 

 7 MR. O'CONNER: Well, no, the rules 

 8 published two weeks ago require margin -- 

 9 MR. TURBEVILLE: Right. 

 10 MR. O'CONNER: -- in the bilateral space 

 11 and/or credit limits. Most ISRA agreements with 

 12 end users outside of the institutional space don't 

 13 have an equilateral or credit limits right now. 

 14 MR. TURBEVILLE: Don't have any -- so, 

 15 Morgan Stanley actually foregoes credit on swaps 

 16 in an un-kept circumstance where you actually 

 17 extend credit to other people without any cap? 

 18 MR. O'CONNER: All banks extend credit 

 19 through derivatives. 

 20 MR. TURBEVILLE: With caps. 

 21 MR. O'CONNER: No. Well, the cap being 

 22 the ability -- 
 191 

 1 MR. TURBEVILLE: To call for collateral. 

 2 MR. O'CONNER: No, to continue to trade. 

 3 But generally, certainly in the corporate space, 

 4 most corporations when trading derivatives with 

 5 the banks don't have credit limits or collateral 

 6 agreements in the market. 

 7 MR. DIPLAS: I think it varies a lot 

 8 though, we need to eventually be doing it with the 

 9 type of client. Hedge funds have different 

 10 treatment, so leveraged accounts versus 

 11 unleveraged accounts have quite different 

 12 treatment to the extent that now the law will 

 13 require some of these entities to actually now 

 14 trade with different entities within our own 

 15 organizations, we have to redo that credit 

 16 analysis. If the cleared business will go with 

 17 entity A within Deutsche Bank versus the unclear 

 18 are going to entity B, those two entities will 

 19 face perhaps a different risk profile from the 

 20 clients and they will have to reevaluate those. 

 21 Also, the proposed rules say that, for 

 22 example, asset managers and levered accounts, 
 192 

 1 which until now might not have been paying initial 

 2 margins for uncleared transactions, all right, now 

 3 they will. 

 4 MR. TURBEVILLE: I understand that. 

 5 MR. DIPLAS: They will have to redo a 

 6 lot of this, so what Steve is talking about is 

 7 that you have to do a redo of all of those clients 

 8 and I think one-day is an extremely aggressive 

 9 timeline, frankly. I don't know anyone that will 

 10 do that. But -- 

 11 MR. TURBEVILLE: I'm just -- it's 

 12 actually a big point because it got to be a lot of 

 13 discussion around the FDIC rules, but what I'm 

 14 trying to ask very specifically, and I'm just 

 15 interested academically, is it common practice of 

 16 U.S. banks to actually extend credit under 

 17 derivatives in un-kept amounts to corporations? 

 18 MR. DIPLAS: Different banks deal with 

 19 the clients' different ways. When Steve was 

 20 talking about extending limit -- I'm sorry, 

 21 extending credit, that doesn't mean that that 

 22 extension of credit is necessarily unhedged. We 
 193 

 1 might face corporate end user X at $100 million, 

 2 just for arguments sake, in a derivative exposure. 

 3 Our job, and Steve (inaudible) and I have done 

 4 this in the past, was to actually go and hedge 

 5 that exposure. So, you might say, yes, I'm 

 6 extending it, but I'm also taking action to hedge 

 7 that exposure, and based on the cost of that hedge 

 8 I will price the transaction appropriately. 

 9 So, I think it sounds too simple to just 

 10 say they extend credit in an unlimited amount. 

 11 Nobody has unlimited credit. 

 12 MR. COOK: Chairman -- that's what I was 

 13 trying to get across is nobody has unlimited 

 14 credit. 

 15 MR. HORKAN: Well, and one challenge 

 16 we'll face is we'll have internal credit limits, 

 17 which I think is where you were trying to go, but 

 18 the requirement now is for us to set up collateral 

 19 service agreements with these end users that won't 

 20 actually be implemented. So, we have to go to our 

 21 clients and ask for them to sign a document that 

 22 they're not going to actually have to use based on 
 194 

 1 the rules and that's going to be a challenge for 

 2 us. Why are they going to want to waste their 

 3 effort and resources to deal with this? 

 4 MR. O'CONNER: Yeah, and just to add a 

 5 bit more -- so, you can -- looking at a bank's 

 6 trading portfolio, you can broadly divide that 

 7 into two halves, the collateralized -- so, what I 

 8 mean is, variation and/or initial margin -- and 

 9 then the uncollateralized, and it's generally the 

 10 case that the hedge fund and leveraged accounts 

 11 will -- and other dealers, will be in the margined 

 12 category and corporations and governments will 

 13 typically be in the unmargined, and while the 

 14 banks have very robust procedures for managing 

 15 risk and observing actual exposure versus credit 

 16 limits, there are no provisions typically in the 

 17 documents that provide for collateral in that 

 18 uncollateralized sector. 

 19 CHAIRMAN GENSLER: I couldn't help but 

 20 ask Steve, it's not on that issue, it's the 20,000 

 21 clients, if I might. Though it wasn't put in the 

 22 CFTC staff concepts, if the lawyers were able to 
 195 

 1 tell us that we had a way to phase rules by the 

 2 size of your counterparty or the number of trades 

 3 they enter into or some measurement of -- are 

 4 there easy ways to take your 20,000 and his 

 5 20,000, and et cetera, and sort of say you've got 

 6 to get the more active documents done sooner, et 

 7 cetera, et cetera? I mean, does it sort of fall 

 8 into easy ways that are not capricious or 

 9 arbitrary and the lawyers would let us phase? 

 10 MR. O'CONNER: I think ignoring that 

 11 last caveat -- 

 12 CHAIRMAN GENSLER: The Administrative 

 13 Procedures Act -- 

 14 MR. O'CONNER: I think that there are 

 15 ways like that of analyzing business according to 

 16 trading volume or size of clients. So, to the 

 17 extent you could come up with some fair way of 

 18 capturing -- I mean, if you're asking can you get 

 19 to the 80/20 situation, I think, yes. 

 20 CHAIRMAN GENSLER: Yeah, I mean, how 

 21 many of those 20,000 do more than 5 transactions a 

 22 year or something? I mean -- 
 196 

 1 MR. O'CONNER: That's a good question. 

 2 Maybe 5- to 10,000. 

 3 CHAIRMAN GENSLER: But, I mean, there 

 4 may be ways -- 

 5 MR. O'CONNER: So, the numbers come down 

 6 pretty quick. 

 7 CHAIRMAN GENSLER: That might be a 

 8 helpful thing to learn more from the major dealers 

 9 if there's a way to -- that said, you know, the 

 10 top 1,000 customers are here, you know, for 

 11 instance, which might be -- would the top 1,000 be 

 12 95 percent of your business? 

 13 MR. O'CONNER: It's probably 95 percent 

 14 of the systemic risk in terms of credit exposures 

 15 and -- 

 16 CHAIRMAN GENSLER: So, I'm going to put 

 17 out a question and then I'll go back to my seat, 

 18 but just it would be helpful to know, you know, 

 19 that sort of whether it's the 80/20 rule, the 

 20 90/10 rule, but what number of counter parties 

 21 really gets a 90 or 95 percent of your book? And 

 22 then maybe there's a way to -- 
 197 

 1 MR. DIPLAS: I think we should look into 

 2 that, but of course instinctively it sounds right, 

 3 kind of, your ballpark, that gets you very close 

 4 to that. In the past or other situations, but 

 5 without being subject to the APA, but when it came 

 6 to voluntary agreements we did take a similar 

 7 approach. For example, when doing novations, et 

 8 cetera, novation protocol, things like that, we 

 9 started with the very active accounts and we want 

 10 to make sure that those are definitely captured 

 11 and we can worry about some of those later. So, 

 12 that would be an appropriate, again, subject to 

 13 (inaudible). 

 14 MR. GIDMAN: It's probably closer to 

 15 98/2 than to 80/20. 

 16 MR. HORKAN: Two points. One, I would 

 17 also differentiate between financial clients and 

 18 corporate end users where, you know, the volume of 

 19 transactions for financial is going to be much 

 20 higher but on an exposure basis, corporates will 

 21 be a more significant percentage. 

 22 Secondly, and I don't think it really 
 198 

 1 came up in the context this morning is, you know, 

 2 the idea of standards around product definitions 

 3 and client account numbers, LEIs, you know, that 

 4 is, in my former role, extremely difficult just 

 5 for one firm to manage all the different entities 

 6 that clients like John have. The ability for us 

 7 to do it as a community is going to be a wonderful 

 8 challenge that I think some of these SDRs, et 

 9 cetera, are looking to solve for, but I personally 

 10 would be of the opinion that, you know, that's 

 11 going to be after a lot of the execution of this 

 12 is implemented and it will require a rework which, 

 13 unfortunately from an efficiency model, is quite 

 14 unfortunate. 

 15 MR. DIPLAS: I think it's challenging 

 16 but it's actually also a very good opportunity 

 17 because actually the legal entity identified was a 

 18 kind of a static data problem that most firms 

 19 faced and created a lot of risk. To the extent we 

 20 have enough time to actually do it properly, I 

 21 think that's going to be some thing very positive 

 22 that's going to come out of this exercise. 
 199 

 1 MR. GIDMAN: It's one of the best things 

 2 to come out of this exercise. 

 3 MR. BUSSEY: We've talked, I think, in 

 4 two ways about distinguishing between similarly 

 5 situated entities. Chairman Gensler's suggestion 

 6 about differentiating between high volume clients 

 7 and low volume clients on the one hand, and then I 

 8 heard some praise for the CFTC staff approach or 

 9 proposed approach on distinguishing between, say, 

 10 a Loomis and a B of A or a Deutsche in terms of 

 11 size of financial intermediary. Can you talk a 

 12 bit about how we should think about competition in 

 13 both of the -- competition and fairness type of 

 14 issues if we go down the path of distinguishing in 

 15 those types of ways in our implementation? Or 

 16 not? 

 17 MR. O'CONNER: I think there's a real 

 18 challenge there, so in other words, if you do look 

 19 to an asset manager that has, you know, thousands 

 20 of accounts and there is general agreement that 

 21 they need longer then to -- then go to the single 

 22 fund and say, right, you have three months. Is 
 200 

 1 that fair or not? And I'm answering your question 

 2 with a question, but that's the crux of the matter 

 3 and without -- perhaps the -- rather than 

 4 differentiating between asset manager and hedge 

 5 fund, for instance, perhaps more it should be, 

 6 what are those accounts that do pose the greatest 

 7 systemic risk or have the highest assets under 

 8 management or have the largest trading volumes, 

 9 and whether that account is a standalone or within 

 10 a money manager, maybe that is one way of phrasing 

 11 that. 

 12 MR. GIDMAN: Yeah, it may not be the 

 13 size or the type of entity, it's really from a 

 14 prudential perspective it's the types of 

 15 activities and the systemic risk that's introduced 

 16 by those activities. 

 17 MR. O'CONNER: And I think -- sorry, 

 18 without putting words into your mouth, the other 

 19 thing we hear from asset managers within ISDA is 

 20 that because of their fiduciary responsibilities 

 21 it's hard if you set a target for them saying, you 

 22 have to have 50 percent of your account list done 
 201 

 1 by date X and then, you know, the rest can follow 

 2 six months later, how do you go about choosing 

 3 which -- who -- some might complain if they go 

 4 first and some might complain if they don't go 

 5 first. 

 6 MR. HORKAN: Yeah, I would suggest sort 

 7 of the principles of fair practice I think have to 

 8 be the starting point of all of this effort or 

 9 else, you know, there will be unintended 

 10 consequences. I think the things I heard this 

 11 morning were sort of the roadmap -- set a starting 

 12 point but have a long enough window for us to get 

 13 through the window and not have bottlenecks, and 

 14 importantly, you know, not have us have to 

 15 differentiate, you know, we're going to clearly 

 16 treat John the best, but not have us have to 

 17 differentiate amongst the 20,000 clients that 

 18 Steven mentioned and, you know, not have to, from 

 19 an operational perspective, differentiate these 

 20 clients, you know, for this interim period of time 

 21 which would then go away. That doesn't seem -- 

 22 I'm not sure (inaudible) able to do it, frankly. 
 202 

 1 MR. COOK: Yeah, I think this is a 

 2 challenge. On the other hand, you know, we don't 

 3 want to have to wait until the very last client is 

 4 ready, right. I think this would be a good area 

 5 for people to think about some more and maybe 

 6 offer some suggestions in the comment file. 

 7 I wanted to ask also on the question of 

 8 documentation and redoing the documents, and 

 9 sometimes I think -- I'm not sure whether we're 

 10 talking about customers or accounts and you may 

 11 have 20,000 accounts, it doesn't mean you have 

 12 20,000 different documents, so you know, I think 

 13 the numbers can balloon up pretty quickly if you 

 14 don't talk about them the right way. But even 

 15 setting that aside, is there a role for industry 

 16 groups to help facilitate through protocols or 

 17 standard documentation some of this to help ease 

 18 the transition in a way that kind of tries to 

 19 strike the right balance? We're not typically in 

 20 the business of coming up with legal documents for 

 21 or between -- you know, contracts between market 

 22 participants, but it may be that these issues that 
 203 

 1 you're talking about are relatively common across 

 2 the relevant parties and could be susceptible to 

 3 some type of industry initiative to address them. 

 4 MR. O'CONNER: Yeah, I think that -- 

 5 yes, absolutely, if there are changes to master 

 6 agreements that are agreed upon between -- 

 7 generally agreed upon between all constituents at 

 8 the market, then absolutely, and there's a history 

 9 here through the ISDA credit protocols where the 

 10 whole industry can move on the same day and that 

 11 becomes far more efficient. So, absolutely, that 

 12 will be a very useful tool for us. And the idea 

 13 there is the industry agrees on a structure and 

 14 then either -- well, generally by accessing a 

 15 website in some authenticated way, then that can 

 16 be deemed to be adopted in their agreements. 

 17 There will be some components, though, 

 18 that are subject to bilateral negotiations, for 

 19 instance, credit limits or collateral terms or 

 20 perhaps some of the reps and warranties that are 

 21 needed, but absolutely where there is an 

 22 opportunity to use a protocol, then ISDA will 
 204 

 1 absolutely be looking at that. 

 2 MR. DIPLAS: Yeah, I mean, an example of 

 3 that is there has been a lot of work that has 

 4 taken place recently in terms of creating a 

 5 standard give up agreement for cleared 

 6 transactions that's being done under the auspice 

 7 of the FIA and, you know, it has been -- it's a 

 8 complicated discussion, it's taken us a long time. 

 9 We're actually practically very close right now 

 10 having at least a standard agreement that people 

 11 don't have to actually go redraft every time they 

 12 want to phase a new account. 

 13 Now, as Steve said, there are variables 

 14 there. The agreement might be identical, but 

 15 obviously you have negotiated differently between 

 16 a $10 million hedge fund and $1 trillion asset 

 17 manager, but at least it saves us from all the 

 18 effort of redoing all -- the whole document every 

 19 time we talk to an account. 

 20 So, this is probably the most 

 21 significant development, I think, from that 

 22 standpoint. 
 205 

 1 MR. GIDMAN: The combination of the ISDA 

 2 agreements with the published rules of entities 

 3 such as the Trade Information Warehouse Deriv/SERV 

 4 provide a good framework but there's still a fair 

 5 amount of customization negotiation off of those 

 6 basis. 

 7 MR. COOK: Are there steps we can take 

 8 in our rules to help facilitate that type of 

 9 approach? I mean, obviously we need to -- once 

 10 the rules are out there, should they have things 

 11 in them like deadlines or other types of 

 12 milestones that could help force progress on this 

 13 if it doesn't happen on its own? Or incentivize 

 14 progress on this one? 

 15 MR. O'CONNER: I would imagine that all 

 16 new rules will have deadlines on them, won't they? 

 17 MR. DIPLAS: I guess the deadline is the 

 18 mandate with incentivized to get things done way 

 19 before that. I mean, the approach that we have 

 20 taken as a marketplace has been to take an 

 21 approach where we're open for business at day X 

 22 and we mandate a certain practice by date Y, and 
 206 

 1 we can always discuss what is the appropriate gap 

 2 between those two or interval between those two, 

 3 but that's the approach we have been taking. 

 4 Clearly, even from a competitive standpoint among 

 5 other dealers, we actually want to get a lot of 

 6 these things done as quickly as possible so we can 

 7 actually go sell those services to clients. 

 8 So, that incentive is definitely there 

 9 and the dealers actually that can process a lot of 

 10 this quickly will have a competitive advantage. 

 11 MR. LAWTON: What distinction is there 

 12 between cleared and uncleared trades with regard 

 13 to the ease of getting your documentation in 

 14 order? 

 15 MR. DIPLAS: Well, the uncleared is 

 16 already there. 

 17 MR. O'CONNER: Yes, but there are these 

 18 fixes that I mentioned. I think those -- 

 19 negotiating those modifications to the bilateral, 

 20 I would propose, would be easier than getting 

 21 documents in place for clearing because that is 

 22 very new to the end users and to the FCMs and to 
 207 

 1 the clearinghouses themselves in terms of, you 

 2 know, client clearing within the OTC space. So, 

 3 I'd imagine that would be much more time consuming 

 4 than the changes in the bilateral space. 

 5 MR. DIPLAS: Also, from the standpoint 

 6 of the client -- some of the asset managers 

 7 mentioned, and again, we have actually heard 

 8 different asset managers take a different read of 

 9 this, some of them believe that some -- their 

 10 investment management agreement might have to be 

 11 redone because it didn't explicitly contemplate 

 12 the concept of cleared swaps, so they might have 

 13 authorization for swaps, but not cleared swaps, 

 14 which are considered to be a new entity. 

 15 As I said, we have two different views 

 16 on that one, but if that is the case for some of 

 17 them that would mean a serious kind of reeducation 

 18 effort with their own accounts before we even get 

 19 to the FCM type documents. I don't know, John, if 

 20 you agree with that one. 

 21 MR. GIDMAN: I think in almost all cases 

 22 it will effect the management agreements. 
 208 

 1 MS. GUEST: I think there's also 

 2 significant operational component to opening a 

 3 clearing account versus opening an OTC 

 4 relationship. I can negotiate an OTC relationship 

 5 and do a couple of trades and maybe that's fine. 

 6 In a clearing context the economics are very 

 7 different and I need to have a certain amount of 

 8 volume there to make it even worthwhile for me to 

 9 open that relationship to start off with. And so 

 10 because there are a lot of ongoing administrative 

 11 steps, you have to -- even just at the level of 

 12 sending out account statements and managing the 

 13 client funds, there's a very different series of 

 14 things that has to happen in opening that 

 15 relationship. So it's a lot more complicated and 

 16 takes a lot longer than even the sort of -- I 

 17 can't remember the timeframe, Steve, that you gave 

 18 for negotiating at ISDA, but it typically takes a 

 19 lot longer and the risks are different. 

 20 And I think also in the new world you 

 21 may have the clearing relationship happening in a 

 22 different entity than you have the non cleared and 
 209 

 1 depending on how some of the margin requirements 

 2 and capital requirements play out, you're going to 

 3 have some complexity around how you manage your 

 4 overall risk profile with that client. I think 

 5 it's further complicated by some of the conflicts 

 6 rules that the agencies proposed because I think 

 7 there's information I need to share to manage a 

 8 global relationship and global risk against a 

 9 global client with whom I may have both cleared 

 10 and uncleared on a global basis. 

 11 MR. TURBEVILLE: The folks that Matthew 

 12 deals with and I used to deal with a lot of those 

 13 same folks, a lot of those folks actually do a lot 

 14 of cleared business already so they were -- 

 15 they're accustomed to them in some type of energy 

 16 -- in the energy field, a lot of them do cleared 

 17 transactions and uncleared transactions. I'm just 

 18 wondering how many people actually have existing 

 19 clearing capability that would otherwise -- that 

 20 do swaps, but they also are not unfamiliar with 

 21 the world of clearing because a lot of the people 

 22 I'm familiar with are very familiar with the world 
 210 

 1 of clearing. 

 2 MR. PICARDI: We deal with folks that -- 

 3 well, we do clear a lot of transactions, but we 

 4 also deal with folks that don't clear and have 

 5 customized arrangements and so I think those would 

 6 be trying to think through how that would work 

 7 under this environment. Those would have to be 

 8 probably dealt with individually and be time 

 9 intensive because we also set up master netting 

 10 arrangements (inaudible) where we'd be netting 

 11 physical transactions against financials to try to 

 12 reduce any credit exposure we would have to those 

 13 entities, so thinking through what's going on, the 

 14 original question being, which might be easier, 

 15 clearing or unclear. Just thinking about -- off 

 16 the top of my head, the portfolio we see, probably 

 17 those uncleared more sophisticated arrangements 

 18 would be more challenging. 

 19 MR. TURBEVILLE: Yeah, but you do a lot 

 20 of transactions with people like Calpine and El 

 21 Paso and folks like that that also do an immense 

 22 amount of cleared business as well. 
 211 

 1 MR. PICARDI: Well, we do -- exactly, 

 2 yeah, no question we do a lot of that business as 

 3 well. 

 4 MR. BUSSEY: Can you talk a little bit 

 5 about the capital and margin rules across -- 

 6 there's a number of regulators that are working on 

 7 capital and margin rules in this space, the CFTC 

 8 and us, obviously, and then also the prudential 

 9 regulators and how timing of the various rules 

 10 will impact -- timing of those rules will impact 

 11 the timing of overall registration and compliance 

 12 on the dealer side? 

 13 MR. O'CONNER: Yes, so I guess now we 

 14 have the CFTC and the SEC that will have margin 

 15 rules but also the Fed and the FDIC. One 

 16 interesting question or observation that has 

 17 arisen post the publishing of the rules a couple 

 18 weeks ago is that from a timing perspective if the 

 19 Fed and the FDIC move to mandate collateral in the 

 20 bilateral space prior to the clearing mandate 

 21 crystallizing for clear trades, that could, 

 22 itself, accelerate clearing or put -- effectively 
 212 

 1 bring the timeline forward for clearing. And the 

 2 reason for that is that if a market participant is 

 3 trading bilaterally in a -- what is a clearable 

 4 product not yet subject to a clearing mandate, 

 5 those trades will be subject to variation and 

 6 initial margin according to Fed/FDIC rules, for 

 7 instance, and because those bilateral accounts are 

 8 spread across many dealers, then the amounts of 

 9 initial margin in the bilateral world would be 

 10 greater than if they were condensed through one 

 11 FCM into a clearinghouse for two reasons. One is 

 12 that you get the portfolio benefit and the other 

 13 is that the 99 percent 10- day bar prescribed is 

 14 typically higher than what a clearinghouse would 

 15 as well. So, there's a double whammy. 

 16 So, to the extent that you -- the CFTC 

 17 and SEC have a -- you know, give a certain period 

 18 before the window -- before the (inaudible) window 

 19 closes of a year or whatever the timeline is, if 

 20 the prudential regulators have a timeline in the 

 21 bilateral space that is sooner than that, that 

 22 could crystallize an acceleration of take up of 
 213 

 1 clearing prior to when your mandate actually 

 2 crystallizes. 

 3 MR. TURBEVILLE: And again, that's not 

 4 actually specifically a requirement of 

 5 collateralization. In the FDIC -- in the 

 6 prudential regulator's rules what they're saying 

 7 is, you have to treat it as if it was a credit 

 8 extension and set a credit limit associated with 

 9 the appropriate credit exposure you might want to 

 10 take to that party. So, I think what you're 

 11 saying, which I think is quite profound, is that 

 12 if you actually treat bilateral swaps and the 

 13 risks associated with them in a sensible, prudent 

 14 way. You actually would move that business into 

 15 the clearing context because it's more efficient 

 16 and less expensive, which I think is absolutely 

 17 accurate. And it's absolutely unfortunate that 

 18 we've gone this many years -- and excuse the 

 19 speech, short one -- without actually recognizing 

 20 the actual cost of counterparty credit exposures 

 21 that the FDIC and the prudential regulators have 

 22 actually forced people to do causing, in your 
 214 

 1 suggestion, this business to actually move into 

 2 clearing. Sorry about the speech. 

 3 MR. DIPLAS: It's a little bit more 

 4 nuanced than that though in the sense that -- just 

 5 to give a very simple example. Let's say that 

 6 based on the three- or five-day (inaudible), the 

 7 cleared margin would be 1 percent and the 

 8 uncleared with a 10-day (inaudible) is 2 percent. 

 9 MR. TURBEVILLE: Ten-day holding period. 

 10 It's not always the case. 

 11 MR. DIPLAS: No, no, I'm sorry. I'm 

 12 making up the number just to make the point here. 

 13 The point is that there is already, as you said, 

 14 the incentive to move that business to the cleared 

 15 world. So issue number one is, first of all, is 

 16 that the unclear trade is actually margined up 

 17 properly or margined in a way that's actually 

 18 intended to penalize, i.e., it's not risk 

 19 proportion. 

 20 Second issue is, if you, even though 

 21 you're willing to take your trade into the 

 22 clearing environment, that large asset manager, 
 215 

 1 though, might need two years, you're just going to 

 2 suffer the penalty without having the ability to 

 3 get the benefit of moving that transaction there. 

 4 So, that's why we're talking about the -- having 

 5 some synchronization between when these rules 

 6 become effective. That is very important, not 

 7 only here, but internationally. 

 8 MR. TURBEVILLE: And I understand the 

 9 effectiveness. I also understand that the 10-day 

 10 holding period versus a 3- or 5-day holding period 

 11 is a judgment call that's made with some rational 

 12 basis because you're doing a swap as opposed to 

 13 something that is cleared. So, we can debate 

 14 whether it's accurately calculated and we can also 

 15 debate whether the difference between 10 and 5 in 

 16 a given instrument makes any difference. I think 

 17 the general principle is a good one, which is -- 

 18 MR. DIPLAS: We agree. Yeah. 

 19 MR. LAWTON: Question: With regard to 

 20 trades between a dealer and a financial end user, 

 21 it's a one-way requirement so there's clearly an 

 22 incentive for the end user to want to move into 
 216 

 1 clearing in that circumstance. What is the 

 2 incentive for the dealer in that circumstance? 

 3 MR. DIPLAS: Does it matter? I mean, if 

 4 the client wants to actually do a clear trade they 

 5 will ask for a clear trade. It almost doesn't 

 6 matter. The client makes the decision as to what 

 7 type of trade they want to do, so if they have the 

 8 alternative to clear that trade, it will make 

 9 economic sense for them to actually go that way. 

 10 I mean, I don't know. 

 11 MR. O'CONNER: And typically the 

 12 financial end users have two-way variation margin 

 13 already and already provide initial margin to the 

 14 extent there's leveraged accounts. So, the 

 15 transition from bilateral to cleared, in that 

 16 sense, isn't great. In other words -- I mean, 

 17 it's a great thing, it's not a great change. 

 18 Sorry. And therefore, margin -- initial margin 

 19 may change a little bit, but typically the 

 20 variation margin is two-way already in the market 

 21 between financial end users and dealers. 

 22 MR. DIPLAS: Apart from the -- you 
 217 

 1 mentioned margin, but there is also capital on the 

 2 other side. I think one of the most important 

 3 kind of elements that's kind of out there lurking 

 4 a little bit is the work that is done under Basel 

 5 in terms of the treatment of the guaranty fund 

 6 contributions of clearing members. There is no 

 7 mention that this is supposed to take -- it's 

 8 going to take effect, obviously, in -- whatever -- 

 9 one or two years, but the issue is that the 

 10 proposed rule is going to make it very punitive to 

 11 actually have large guaranty fund contributions. 

 12 So, if that proceeds as it has been shown, there 

 13 will be a huge incentive to go rework the actual 

 14 risk management at the CCP level and alter the 

 15 distribution between initial margin and guaranty 

 16 fund contributions. 

 17 In certain asset classes, probably it 

 18 doesn't make as much difference. In some of the 

 19 other asset classes, such as credits, especially 

 20 single name credit default swaps that have very 

 21 fat tails, i.e., large jump to default component, 

 22 that shift could be very significant, it could 
 218 

 1 basically change the ratio -- increase 

 2 tremendously the initial margin associated with it 

 3 in order to reduce the mutualizations for the 

 4 capital hit. So, this is, again, one of those 

 5 kind of the great unknowns that we are also trying 

 6 to figure out basically as we design that system 

 7 and also as we try to appreciate the benefit of 

 8 offering those services. 

 9 And obviously the same costs will be 

 10 passed to the clients as well. 

 11 MR. COOK: Can we ask about some of the 

 12 other operational requirements that would apply to 

 13 dealers and how you would suggest we think about 

 14 phasing in these? I'm thinking in particular of, 

 15 for example, about the business conduct 

 16 requirements, both external facing and the 

 17 internal risk management requirements and other 

 18 operational aspects of the rules set around 

 19 dealers. You know, what do you see as the 

 20 challenges in implementing those? What's going to 

 21 be -- is there -- anything jump out as being more 

 22 readily susceptible to implementation earlier? 
 219 

 1 What needs to come later? What are the roadblocks 

 2 to rolling out that regime? 

 3 MR. O'CONNER: I think that the 

 4 challenge with regard to setting up the policies 

 5 and procedures to ensure compliance with the rule 

 6 sets is pretty significant. And in the concept 

 7 paper, I know that bank holding companies are 

 8 deemed to be pretty good at doing policies and 

 9 procedures so they can be, you know, the first 

 10 movers. And I would agree with that, but a lot of 

 11 the new rules aren't in existence in the bank 

 12 holding company world. A lot of the Dodd-Frank 

 13 requirements just isn't there in the bank holding 

 14 company world. So, there's just an enormous 

 15 amount of scoping and analysis and procedure 

 16 writing that needs to go on to cover all those 

 17 rules, and then systems for education and 

 18 monitoring compliance, et cetera, is all needed. 

 19 As to what components might be 

 20 implemented before others, perhaps that's 

 21 something we could get back to you with, do some 

 22 analysis for you, but, you know, on the client 
 220 

 1 facing side, the new business conduct rules are 

 2 around providing pre-trade information to clients, 

 3 et cetera, just is quite a -- I mean, that is 

 4 stuff that we are doing in our business but to put 

 5 a framework around that to ensure that that 

 6 happens on each and every trade does require quite 

 7 a build of all the aspects I just mentioned. 

 8 But I think it would be useful for us 

 9 all to do some analysis in terms of what could 

 10 possibly go before others from that point of view. 

 11 MS. GUEST: I think that's right. I 

 12 think you also may find that depending upon how 

 13 different institutions are structured and which 

 14 entity does what and just how things function 

 15 within the institution, you may find that although 

 16 generically it's easier for me to do it than it 

 17 will be for Matthew, it's going to be -- certain 

 18 things will still be challenging for me. So, for 

 19 example, as I mentioned earlier, something like 

 20 the risk management systems that sit within one 

 21 entity that I may want to use in my clearing side, 

 22 they may be licensed to that entity. There may be 
 221 

 1 something as simple as having to renegotiate a 

 2 license agreement and reestablish a whole -- that 

 3 same technology framework, duplicate it, and bring 

 4 it over to another entity. Those things will take 

 5 time, but it would be perfectly reasonable for me 

 6 to send you a note or whoever a note and say, you 

 7 know, by the way, this piece is something I'm not 

 8 going to be able to do for some period of time. 

 9 I'm working on it and we'll get there. 

 10 And that's why we were sort of thinking, 

 11 as I said earlier, about sort of a three-step -- a 

 12 day one, day two, day three kind of structure for 

 13 the implementation, so at day two I'm going to be 

 14 telling you what my challenges are and you're 

 15 going to then have a chance to see what they are 

 16 and determine, you know, are any of those things 

 17 that are going to be ongoing that we may need to 

 18 tweak the framework slightly for. 

 19 I think -- the other thing just to flag, 

 20 I mean, I think -- you said it earlier in the very 

 21 beginning, you can't underestimate, as Steve just 

 22 said, again, the challenge that we face from a 
 222 

 1 sort of compliance perspective. We have traders 

 2 who have been doing stuff for years and years and 

 3 they're used to picking up a phone and calling the 

 4 counterparty and doing a deal. Tomorrow they have 

 5 to start by saying, who is this counterparty? Is 

 6 this someone I can even talk to now? If it's 

 7 someone I can talk to, now I have to think about 

 8 what I can say to them and what I can't. And if 

 9 ultimately it's someone with whom I can negotiate 

 10 a deal, the way that I do it, the way that I book 

 11 it, the way that I report it, everything has now 

 12 changed. That's a huge educational effort and 

 13 it's one that's going to be extraordinarily 

 14 difficult to design a compliance and monitoring 

 15 program around. 

 16 So, we really need to do a lot of 

 17 education and training. We need to build a whole 

 18 new compliance program around what is essentially 

 19 new activity. And we have a lot of people who 

 20 have to relearn and I think there's going to be 

 21 some growing pains in there. And I think it's 

 22 going to be really important for us to work 
 223 

 1 closely with the regulators for you to understand 

 2 where we're seeing those growing pains as we go 

 3 along. 

 4 MR. TURBEVILLE: B of A, Merrill Lynch, 

 5 Deutsche Bank, Barclays, Morgan Stanley, you guys 

 6 are all clearly dealers, right? I mean, are you 

 7 guys working on it right now? Because, I mean, I 

 8 have no doubt on earth that all of you are going 

 9 to make the cut. You're big enough. So, wouldn't 

 10 you be working on all that right now and getting 

 11 all that stuff tamped down? For instance, the 

 12 whole issue of business conduct issues, right? 

 13 Educating those guys who would pick up the phone 

 14 and goof and call somebody and make a deal with 

 15 somebody they shouldn't be making a deal with. 

 16 Just a thought. 

 17 MR. DIPLAS: Well, yeah, but the "all 

 18 that" is not finalized yet, so whatever "all that" 

 19 that is, yes, we're going to work on it, but very 

 20 broadly, I think the distinction that Robert, I 

 21 think made was between kind of internal policy 

 22 procedures and the external business client facing 
 224 

 1 business conduct rules, that would be probably the 

 2 most accurate distinction. 

 3 The former we can probably deal with 

 4 much earlier, the latter, in our phasing 

 5 proposals, has been put more towards the end 

 6 because it will take the most substantive change 

 7 in infrastructure, compliance build, et cetera, 

 8 and also change the fundamental nature of the 

 9 relationship. It will also -- I mean, this is not 

 10 supposed to be a content discussion, but rather a 

 11 timing discussion, but also it has the potential 

 12 to change, to affect whether we can face certain 

 13 entities or not. That's a business model change 

 14 that's actually very fundamental. Some things 

 15 when it comes to sharing different models or 

 16 certain transactions, might also be something that 

 17 might have to be done at a market wide level 

 18 because it says (inaudible) verifiable. So, it's 

 19 much more a challenge in that segment that you 

 20 articulated basically, and we think it should go 

 21 towards the end. 

 22 MR. TURBEVILLE: I got it, I got it. I 
 225 

 1 understand, but I mean, you've been at like 500 

 2 roundtables, you're like one of the world's 

 3 experts in this stuff. I know. The fact is, 99.9 

 4 percent of everything -- 99.9 percent, that's an 

 5 absurd number, but it is a large percentage of 

 6 everything that needs to be done is already known 

 7 and you know that you're going to have to do it. 

 8 So, I would guess that -- what I'm trying to get 

 9 across is a lot of the information that's coming 

 10 this way is, god, there's all this stuff we have 

 11 to do. But the fact is I know you've probably 

 12 been working on it for months and will continue to 

 13 because you're really very efficient in sharp 

 14 outfits. All of you. So, I'm guessing that a lot 

 15 of this is -- I understand, this takes time, time, 

 16 time, but a lot of this has already been done and 

 17 it would be useful to these guys and for the 

 18 public -- 

 19 MR. DIPLAS: Well, the issue is that 

 20 each one of these items in isolation would take 

 21 minimal time, but we're discussing about 1,000 of 

 22 these items all happening concurrently. So a lot 
 226 

 1 of this, as I said, even after we agree on the 

 2 rules and we have pencils down, still has a 

 3 certain time for implementation. That is the 

 4 challenge here, not whether you can do one of them 

 5 only. 

 6 MR. TURBEVILLE: No, I got that. I'm 

 7 not saying that. What I'm saying is that you -- 

 8 that I would guess in reality you've been working 

 9 towards implementation for months already. 

 10 MR. HORKAN: Yeah, and I think it sort 

 11 of comes back full circle when (inaudible) said, 

 12 you know, at the beginning we talked about the 

 13 multiple legal entities that we're going to have 

 14 to look to do all these items for and I think we 

 15 are actively working on and we have lots of, you 

 16 know, history to be able to implement it. But we 

 17 have lots of different -- when definitions come 

 18 and we put our pencils down and we decide which 

 19 legal entities we're going to do, and we're going 

 20 to need legal entities for FCMs, for swap dealers, 

 21 and eventually we'll need it for a push-out 

 22 entity, we'll then have to implement it for all 
 227 

 1 those. 

 2 MR. TURBEVILLE: And my point is that 

 3 you've been equipped to actually think about that 

 4 for months and think about it now. I know 

 5 definitions just came out to some extent, but 

 6 there were no surprises and none of them affected 

 7 you, so -- 

 8 MR. GIDMAN: But the key for sequencing 

 9 and phasing for all of us is to have clarity 

 10 around definitions so that we can take concepts 

 11 and make them concrete. 

 12 MR. BUSSEY: We have about 10 minutes 

 13 left. I just wanted to ask one close out question 

 14 on this and then touch very briefly on 

 15 international issues. And the close out question 

 16 is, outside of definitions, capital margin issues, 

 17 are there any substantive requirements that we're 

 18 doing rules on that will drive where you decide 

 19 where to do the dealer business? Or is it really 

 20 just capital -- obviously definitions, but then 

 21 capital and margin that will drive that and none 

 22 of the other substantive requirements? And I 
 228 

 1 guess it's picking up on something you suggested 

 2 early on in your statement, Alexandra. 

 3 MS. GUEST: Yeah, I think part of the 

 4 answer to that is probably going to go to your 

 5 next question, which is the international pieces 

 6 of it. Certainly in our case we've got a large, 

 7 complex institution. We do business globally with 

 8 global clients and these are global markets. So, 

 9 you know, how some of the other things play out is 

 10 going to be critical to, I think, the answer to 

 11 this question, unfortunately. 

 12 MR. BUSSEY: But putting aside the 

 13 international for just a moment, things like how 

 14 we do business conduct or the CFTC does business 

 15 conduct, how we do internal risk management stuff, 

 16 those aren't things that are going to drive your 

 17 decision where to place your business? I think 

 18 Gary wants to answer, so I'll let him. 

 19 CHAIRMAN GENSLER: I have a question 

 20 after. 

 21 MR. PICARDI: If I could, because that 

 22 is something that we've been thinking about, not, 
 229 

 1 you know, certainly the international piece is 

 2 important and capital has certainly been something 

 3 we look at in terms of the way we're structured, 

 4 but the rules so far as we've read it seems to be, 

 5 you know, something we can work with subject to 

 6 clarifying. 

 7 I think the bigger issues are some of 

 8 these other things that you mentioned, once we get 

 9 set up, you know, client communications that you 

 10 were talking about, dealing with special entities. 

 11 We sell physical commodities to municipalities. 

 12 Not only do we have a duty to tell them -- that 

 13 goes beyond even telling them maybe of a material 

 14 change that might affect the transaction, we have 

 15 a duty to act as an advisor at the same time we're 

 16 -- completely new role for the type of 

 17 organization that we have. So, those things are 

 18 certainly a concern for us. 

 19 What else -- oh, the chief compliance 

 20 officer, some of the duties that go with that are 

 21 going to be a challenge for us. When we define 

 22 how we want to set up our organization, do we have 
 230 

 1 enough dealing activity in it? How are we going 

 2 to staff it up? You know, maybe we don't and it's 

 3 not something we want to continue because all the 

 4 rules that go with that just don't make economic 

 5 sense. Real time reporting, that's another thing 

 6 that we've struggled with a little bit. All the 

 7 pre-trade information, recording -- setting up 

 8 recording, whose lines do we record if we have to 

 9 do that. These are things that we have some of 

 10 that from our trading days, but new people within 

 11 the organization will be subject to that. 

 12 So, there are issues, at least from our 

 13 perspective as someone coming at this a little 

 14 farther than the other players, that will make it 

 15 more difficult for us and that's why we recommend 

 16 a phasing approach that puts our type of 

 17 participant near the back end of full compliance. 

 18 CHAIRMAN GENSLER: I was just going to 

 19 mention on this capital point, and it may be that 

 20 it's not on the website yet, what we voted on last 

 21 week, but if you look closely at it when you do 

 22 get a chance to look at it, you'll see that at 
 231 

 1 least the CFTC's proposal is that capital is the 

 2 same whether it's in the bank or it's part of a 

 3 bank holding company, it's basically what the 

 4 prudential regulator is doing. So, at least 

 5 intent was to be neutral on which legal entity 

 6 within a bank holding company. 

 7 But you'll want to take a look at that 

 8 and so that issue may -- may go away, then again, 

 9 if we wrote -- you know, it's a proposal and 

 10 you'll have to see what the final is and things 

 11 like that. 

 12 MR. O'CONNER: And I think, Brian, from 

 13 a bank perspective, the main rules are the ones 

 14 you mentioned, so capital margin definitions. 

 15 MR. BUSSEY: On international, I 

 16 understand there's a lot of interest in how the 

 17 SEC and CFTC are going to apply or potentially 

 18 apply rules to international activities, either of 

 19 local based entities or entities operating 

 20 overseas, but in terms of looking at the overall 

 21 landscape of what other regulators are doing 

 22 internationally, I think with possibly one 
 232 

 1 exception, I'm not aware of any other major 

 2 jurisdiction that's contemplating a swap dealer or 

 3 security based swap dealer type of regulatory 

 4 effort. In other words, if you look, for example, 

 5 in Europe, I think their focus is on clearing, on 

 6 SDRs, and on reporting, but they're going to be 

 7 using their existing scheme for regulating 

 8 intermediaries in this space and that they're to 

 9 contemplating anything as significant as what 

 10 Congress did last summer. 

 11 So, in terms of thinking about 

 12 international coordination issues in this space, 

 13 is it really just focused on what the SEC and the 

 14 CFTC decide on jurisdictional reach and so forth? 

 15 Or is there some other international component 

 16 that's involved here? 

 17 MR. O'CONNER: I mean, ideally we would 

 18 like all rules to change on the same day and be 

 19 exactly the same, but we -- that's not the world 

 20 we're in. So I think Europe will -- the rules set 

 21 in Europe hopefully will be very similar to the 

 22 rules set in the U.S. There will be permanent 
 233 

 1 differences and I expect there will be timing 

 2 differences. But we -- I guess John or I are the 

 3 opposite to Athanassios and Alexandra in the 

 4 sense, you know, we're U.S. banks with foreign 

 5 branches and subsidiaries, and they're European 

 6 based. My hope would be that the playing field 

 7 would be level within each market and to the 

 8 extent that Europe moves or is moving to the same 

 9 place, then from an extra-territoriality point of 

 10 view, that those local regulators, to an extent, 

 11 they are moving towards the same or similar final 

 12 rule sets, I think that's an important fact 

 13 pattern that should be recognized. 

 14 MR. HORKAN: Yeah, I concur. Sort of 

 15 the level playing field is critical. You know, 

 16 we're all, for the most part, global entities, but 

 17 we are different in a lot of instances. You know, 

 18 we're clearly a U.S.-based firm, but we have lots 

 19 of subsidiaries and branches and how we deal with 

 20 international clients and how is that treated -- 

 21 having the ability to be either subsidiaries or 

 22 branches, guaranteed or not guaranteed, you know, 
 234 

 1 making that not be a competitive disadvantage just 

 2 because we're a U.S.-based firm is clearly 

 3 something critical and it clearly affects our 

 4 client bases. I mentioned, you know, we, in 

 5 particular, deal with lots of corporations who are 

 6 end users and they'll deal out of multiple 

 7 jurisdictions as well and not limiting their 

 8 ability to leverage us as a counterparty because 

 9 we're competitively disadvantaged for some nuance 

 10 of the rule relative to a foreign dealer, I think, 

 11 is really important for them as clients. 

 12 MR. GIDMAN: And a key aspect of level 

 13 playing field is not only geography and 

 14 jurisdiction, but also that the vertical elements 

 15 of this marketplace has open access and open 

 16 architecture for market participants at various 

 17 levels in the stack. 

 18 MR. DIPLAS: I agree with the comments 

 19 made earlier. I think you'll hear comments from 

 20 both U.S. firms in terms of worrying about how 

 21 their foreign subsidiaries are captured here. You 

 22 will also hear from foreign firms in terms of how 
 235 

 1 -- whether, by being swap dealers here, all their 

 2 activity internationally is captured by U.S. 

 3 Regulators or not, and to the extent that they're 

 4 also different, that could present a problem. 

 5 So, I think as Steve said, we don't 

 6 expect the rules to be identical, we hope to have 

 7 harmonious rules and that's probably going to help 

 8 for most of these cases. 

 9 To the extent that they diverge, we have 

 10 sometimes even practical issues with facing a 

 11 certain client in terms of whether we're trade in 

 12 a certain jurisdiction or not. We might be in a 

 13 Catch-22 situation that either we would break the 

 14 U.S. law or the European law. That would be 

 15 pretty bad. 

 16 So, that's something we hope, basically, 

 17 to achieve. I think that's kind of the most 

 18 important element here. I mean, big picture, 

 19 we're moving along consistently, I think, with the 

 20 elements you articulate towards the reduce of 

 21 systemic risk are similar in U.S. and Europe, so 

 22 that part is encouraging. But kind of some of 
 236 

 1 these details and actually having -- working out 

 2 the nuances as to how far the reach of each 

 3 jurisdiction is, is actually something very 

 4 important. 

 5 The second part, which I think is 

 6 critical and was touched upon on the first panel, 

 7 is the issue of data and I think data 

 8 repositories. Again, we would encourage you to 

 9 have a cooperative agreement with other regulators 

 10 to ensure that for example the single report 

 11 (inaudible) we have started with works 

 12 internationally and that will give you a full 

 13 picture of the risk activity internationally. 

 14 We want to avoid fragmentation and 

 15 creating silos of data that would be 

 16 disadvantageous for both us and you at the same 

 17 time. 

 18 MR. GIDMAN: That's really the biggest 

 19 risk I think a lot of market participants see is 

 20 the danger of fragmentation. And starting with, 

 21 you know, a good solid foundation at the 

 22 repository would be helpful in building out the 
 237 

 1 rest of the infrastructure in a way that's 

 2 interoperable. 

 3 MR. COOK: Great. Thanks. With that I 

 4 think we'll bring this panel to a close, and, 

 5 again, want to thank our panelists for sharing 

 6 their time and thoughts with us today and we'll 

 7 take a 15-minute break and come back at 2:45 for 

 8 the last panel of the day on connectivity and 

 9 infrastructure issues. Thank you. 

 10 (Recess) 

 11 MR. SHILTS: If people want to start 

 12 taking their seats we can get going here in a 

 13 minute or two. 

 14 Okay, I think we'll get started with our 

 15 third panel today. This panel will address 

 16 various issues related to connectivity and market 

 17 infrastructures. We want to consider what changes 

 18 need to be made and the timing of these changes to 

 19 effect the necessary connectivity between and 

 20 among clearing entities, trading platforms, and 

 21 data repositories, as well as the need to effect 

 22 connectivity between and among the market 
 238 

 1 infrastructures and market participants. We'd 

 2 also like to explore the time and resources needed 

 3 to establish connectivity and either to modify or 

 4 build these new infrastructures. 

 5 Finally, we'd like to consider issues 

 6 related to the interrelationship of our final 

 7 rules and the timing and how they should be 

 8 sequenced or prioritized. 

 9 Before we begin, I think we'll go around 

 10 and introduce everyone on the panel. Again, I'm 

 11 Rick Shilts, the director of our division of 

 12 market oversight at the CFTC. 

 13 MR. CURLEY: Peter Curley from the 

 14 Division of Trading and Markets at the SEC. 

 15 MR. HABERT: Jack Habert, Division of 

 16 Trading and Markets, the SEC. 

 17 MR. CUTINHO: Sunil Cutinho from the CME 

 18 Clearinghouse. 

 19 MR. OMAHEN: John Omahen from SunGard. 

 20 MR. AXILROD: Pete Axilrod from DTCC. 

 21 MR. CUMMINGS: RJ Cummings, Inter 

 22 Continental Exchange. 
 239 

 1 MR. FRIEDMAN: Doug Friedman, Tradeweb. 

 2 MR. LEVI: Ron Levi, GFI Group, 

 3 representing the WNBA. 

 4 MR. O'CONNER: Steve O'Connor, Morgan 

 5 Stanley. 

 6 MR. GOOCH: Jeff Gooch, MarkitSERV. 

 7 MR. COOPER: Adam Cooper, Citadel. 

 8 MS. BEARD: Kathryn Beard, BlackRock 

 9 Financial. 

 10 MR. LAWTON: John Lawton, Clearing and 

 11 Intermediary Oversight Division, CFTC. 

 12 MR. SHILTS: Just to get started, maybe 

 13 kind of a general question just to get responses 

 14 as to what steps related to connectivity 

 15 infrastructures would be required to establish all 

 16 the various necessary connections among clearing 

 17 entities, trading platforms, and data 

 18 repositories? Just kind of in a general sense to 

 19 get going. 

 20 MR. GOOCH: Do you want me to kick off 

 21 there? I think there's two types of work needed 

 22 to be done. I think one is building physical 
 240 

 1 connectivity and I think as you have mentioned on 

 2 some of the previous panels, yeah, in certain 

 3 markets we're largely there, most of the major 

 4 players in the credit markets, the interest rate 

 5 markets are connected up. Certainly we have most 

 6 of the CCPs connected to those networks and 

 7 increasingly most of the execution platform 

 8 (inaudible) as well. 

 9 I think if you look at the requirements 

 10 in the draft rules that are out at the moment, 

 11 they require more than connections. They actually 

 12 require a bunch of timeliness requirements, which 

 13 in themselves, I think, require business process 

 14 changes, particular the fund managers. So, I 

 15 think in terms of effort, the wiring is largely 

 16 there. There will be some tweaks needed, of 

 17 course. But it's really around how do you get 

 18 information into that network in an appropriate 

 19 timeframe. And there's a lot of practices at the 

 20 moment. You have fund managers entering 

 21 allocations on to trades later in the day, for 

 22 example, which are very difficult to comply with 
 241 

 1 when you need to have confirms in 15 minutes, or 

 2 clearinghouse entries in 15 minutes, which happen 

 3 at the fund allocation level. The need to take 

 4 very complex bespoke trades and put them onto 

 5 networks electronically within 30 minutes or 

 6 whatever the timeframe is, those are things which 

 7 are all possible but are very big changes. So, I 

 8 think, you know, the hard thing to do is to get 

 9 any information in the right timeframe. The 

 10 network itself, for some of the asset classes, are 

 11 largely there. For others like the foreign 

 12 exchange, it's got more work to do. You know, 

 13 they're in a very different place. 

 14 MR. CUTINHO: From the CME's 

 15 perspective, in terms of -- I'll echo what Jeff 

 16 had stated -- we have connectivity to several 

 17 platforms. We have an API. The API is 

 18 extensible, it can handle the asset classes, we've 

 19 demonstrated that. I think the most important is 

 20 timing. We do -- we can receive trades in real 

 21 time, we can respond in real time, but Jeff's 

 22 point is around allocations, so if those have to 
 242 

 1 be done in a timely manner, then it's based on 

 2 user behavior as well as platform support. 

 3 MR. AXILROD: Yeah, I guess I would say, 

 4 oversimplifying, everybody ought to be connected 

 5 to everybody and it's too easy to do to have that 

 6 be an excuse to delay implementation. And what I 

 7 mean by that is, when -- you know, it's a fairly 

 8 well established principle now that SDRs should 

 9 not be vertically bundled with anything else, 

 10 needs to be completely neutral as to where they 

 11 can take trades -- as to who can provide trades, 

 12 and essentially an SDR should take trades in 

 13 whatever manner any market participant who has the 

 14 reporting obligation wants them to take it as long 

 15 as it's compliant with the, you know, timing 

 16 provisions. And I think the same thing is true 

 17 for the market infrastructures. DCOs and SEFs 

 18 ought to be able to send trades to whichever in 

 19 the other horizontal part of the infrastructure 

 20 needs them according to client wishes, and I also 

 21 think they ought to be governed separately to 

 22 ensure absolute neutrality and no vertical 
 243 

 1 bundling. But it's too easy to put these 

 2 connections in to have them be a gating factor. 

 3 MR. LEVI: I think it's very nice to say 

 4 we should all be connected to everyone. I think 

 5 at each particular part of the equation that there 

 6 will be many participants, many new entrants. The 

 7 SDRs that we'll connect to first will probably be 

 8 the incumbents. There's obviously going to be 

 9 many new entrants and which ones we connect to 

 10 will be dictated to by our customers, which one 

 11 they direct us to. We're going to have to make 

 12 choices in order to reach whatever deadline is 

 13 made. 

 14 MS. BEARD: From a buy side perspective, 

 15 we have to connect to many different platforms. 

 16 And to adapt easily we'd like to see 

 17 standardization of technology so that messages, 

 18 infrastructure, and technology are the same to the 

 19 point that it is almost a plug-and-play, and it 

 20 will greatly eliminate the amount of time it will 

 21 take to connect up to these various platforms. 

 22 MR. O'CONNER: And from a bank 
 244 

 1 perspective, I also -- I concur. And I think 

 2 there's going to be an enormous amount of data 

 3 flowing around the market and to the extent the 

 4 industry can work together on unique legal entity 

 5 identifiers, unique products identifiers, and 

 6 unique transaction identifiers, then that is going 

 7 to lay the groundwork for that flow of 

 8 information. And I agree on the open access point 

 9 that was raised before and was just raised again. 

 10 And I think that there should be unbundled access 

 11 at all layers to all parts of the infrastructure. 

 12 MR. COOPER: I would just echo all the 

 13 comments but add maybe an optimistic note on top 

 14 of that which is to say that all of this should be 

 15 capable of ready scalability, because very quickly 

 16 I think we will see that the volume and the flows 

 17 increased dramatically. 

 18 MR. CURLEY: And maybe just expand on 

 19 what you're saying, Steve. What work has been 

 20 done in connection with some of those protocols to 

 21 this point? You mentioned the legal entity 

 22 identifier. What other work is in progress there 
 245 

 1 at this point? 

 2 MR. O'CONNER: I think we're at the 

 3 beginning of that process. I think legal entity 

 4 identifier, I mean, work streams are being formed 

 5 around the industry and we need to focus on that. 

 6 And I think that the product and transaction 

 7 identifier is somewhat lagging. I don't know 

 8 whether Jeff would add anything there. 

 9 MR. GOOCH: I think that the key thing 

 10 identified is a certain amount exists at the 

 11 moment. For example, I think we have about 25,000 

 12 entities on our system for the rates and credit 

 13 market. Most of those I'd have big codes 

 14 (inaudible) tend to use the (inaudible) or DTCC 

 15 warehouse identifiers we tend to use in the credit 

 16 market. So, mapping those to whatever the various 

 17 industry groups to choose as the official one is 

 18 relatively straightforward. 

 19 I think transaction IDs, again, TOW 

 20 issues those in the credit markets. We have 

 21 similar ones in the rates and equities markets. 

 22 We (inaudible) platform. I think that that can be 
 246 

 1 extended. It can map to some new format. 

 2 I think product identifiers is probably 

 3 the thing with the most work to do given the sort 

 4 of interaction between product identifiers and 

 5 public disclosure. That's quite a complex thing 

 6 to work through and I know (inaudible) been 

 7 thinking about that. You know, our view is we 

 8 will just carry and generate whatever is required 

 9 once the new rules are clear. 

 10 MR. CUMMINGS: I think one of the things 

 11 about any product identifiers is that regardless 

 12 of how this identifier ends up being generated or 

 13 what the source is, it's an industry group. Those 

 14 product identifiers, for instance in the credit 

 15 market, it's standard, it's the red ID. That ID 

 16 shouldn't come with license restrictions where 

 17 other counter parties are unable to obtain or have 

 18 to pay a prohibitive fee to get access to use that 

 19 ID and distribute it around the marketplace. 

 20 MR. O'CONNER: Yeah, I'd agree with 

 21 that. And I think if there is too much insularity 

 22 or things of the nature RJ just described, then 
 247 

 1 you sort of get into a bespoke environment in 

 2 certain sectors of the market that doesn't allow 

 3 for interoperability in the future or fungibility. 

 4 For instance, if a client wants to change a 

 5 clearinghouse if the things are too bespoke around 

 6 one clearinghouse versus another, then that's 

 7 harmful to liquidity. And I think that to the 

 8 extent there is this bedrock that we all agree 

 9 upon of the identifiers, that that provides a 

 10 framework for more fungibility and that holy grail 

 11 of interoperability, which people talk about but 

 12 may be some way off. 

 13 MR. SHILTS: I have maybe a step back 

 14 for a moment. I mean, we're talking about 

 15 connections in various ways, but maybe just to 

 16 back up a minute, at least for me, to explain, 

 17 what exactly do we mean by establishing these 

 18 connections? Are we talking -- is it some sort of 

 19 like secure Internet connection? Or does it vary 

 20 depending on the different types of market 

 21 infrastructures and participants? And who does 

 22 this? How long does it take to get done? Are 
 248 

 1 there bottlenecks? I mean, just kind of more the 

 2 mechanics of that and what we should be focusing 

 3 on in implementation. 

 4 MR. GOOCH: Okay, I think there's one 

 5 area in the current rules, which are slightly 

 6 problematic. I think the CFTC and SEC have taken 

 7 different approaches to that in the rules. If I 

 8 grossly oversimplify your two positions, I think 

 9 the SEC have largely said, it doesn't matter how 

 10 it's done as long as the information flows to the 

 11 right place. I think the CFTC have laid out 

 12 relatively sensible ways of the information 

 13 flowing in particular cases but taking choice away 

 14 from participants. You know, I think given that 

 15 networks exist, people should be allowed to use 

 16 what exists or use something different if that's 

 17 better. I'm not here to argue one particular 

 18 model's merits over another. I think that's for 

 19 me and others commercially to make the case for 

 20 customers. 

 21 But I think the rule set should look at 

 22 it and say, things have to be connected, there has 
 249 

 1 to be some of the open access requirements people 

 2 have talked about, there has to be freedom of 

 3 information for certain IP, that all makes sense 

 4 to write rules about. And if we have a set of 

 5 rules like that, I think, you know, within the 

 6 existing networks and the options are being 

 7 created by people, you can deliver what's needed 

 8 relatively quickly. 

 9 If we start dictating different 

 10 solutions and different scenarios it, A, gets 

 11 quite complex, some participants, you know, around 

 12 this table would actively advocate some of those 

 13 new models and maybe they are commercially the 

 14 right solution and they'll win out in the 

 15 marketplace. Others will be prevented from 

 16 entering certain markets because they can't build 

 17 the infrastructure themselves, particularly some 

 18 of the new SEFs, I think Chris Edmonds mentioned 

 19 lots of new guys he's never heard of trying 

 20 (inaudible) SEFs. They're not in a position to 

 21 build lots of connectivity themselves, it's a 

 22 massive barrier to their entry to the marketplace 
 250 

 1 if they're required to. If they want to, fair 

 2 enough, they should be allowed to. 

 3 And the final thing I'll say is about 

 4 regulation of that connectivity and the SEC has 

 5 taken a view that how it's done they're not too 

 6 involved. They want to regulate that through 

 7 these new clearing agency structures. The CFTC 

 8 has gone down a different route, not regulating it 

 9 but being more prescriptive. I think some more 

 10 commonality there would make it easier to deliver. 

 11 MR. AXILROD: I think between 

 12 infrastructure providers, you know, direct 

 13 computer-to-computer links using nonproprietary 

 14 commercially available protocols should be fine 

 15 and people should not be limited to just one. 

 16 They should -- the infrastructure provider should 

 17 be able to support several or they probably 

 18 shouldn't be in the game. 

 19 With respect to connectivity to market 

 20 participants though it's a very different story. 

 21 You know, there -- as mentioned before, there are 

 22 thousands of market participants that access swap 
 251 

 1 data repositories at the moment. My lawyer isn't 

 2 here but I think the statute -- the Dodd-Frank Act 

 3 itself puts on a swap data repository a 

 4 requirement to confirm all information submitted 

 5 to it with both parties to the trade. There are a 

 6 lot of ways of doing it, but by far the vast 

 7 majority of actual market participants, as opposed 

 8 to, you know, the 92-2 rule again, they really 

 9 don't have the wherewithal to connect up CPU to 

 10 CPU, for instance, and there really needs to be, 

 11 for smaller participants, sort of a GUI or a 

 12 secure web connection or something that doesn't 

 13 take a lot of technology to hook up to. 

 14 And the other thing that people sort of 

 15 underestimate here, there has to be enough 

 16 customer service for these thousands of players so 

 17 when they see something submitted with their name 

 18 on it that's incorrect, they can switch it. And 

 19 if they've got a problem, you know, notifying the 

 20 repository, hey, this is incorrect, they've got to 

 21 have a number to call up, says I can't do this. 

 22 So there has to be a fairly large customer network 
 252 

 1 and a fairly large capability to do customer 

 2 service as part of that connectivity, both on the 

 3 customer side and, by the way, on the side of the 

 4 other parts of the infrastructure. 

 5 MR. FRIEDMAN: Yeah, I think that's why 

 6 you have to start the process first so you can 

 7 identify the players and so that the market 

 8 participants know who they need to connect to if 

 9 they're not already connected and not already 

 10 using their pipes and plumbing, and that way you 

 11 can sort of define the universe for the market 

 12 participants. And if those venues, the registered 

 13 entities -- SEFs, DCOs, SDRs -- are all working 

 14 with each other on a fair basis so that those 

 15 market participants have fair access to get to 

 16 those different -- whether it's DCOs or SDRs 

 17 through a SEF, they know where they need to work 

 18 -- who to work with if they are not already 

 19 working with them. 

 20 MR. CURLEY: And just to play that out a 

 21 little further, so are these types of technologies 

 22 the ones for the customers you were describing, 
 253 

 1 Peter, are these appearing now in the marketplace? 

 2 Are they starting to become available? Or are 

 3 there steps that are necessary -- 

 4 MR. AXILROD: All of these connectivity 

 5 technologies that I've referred to and that I 

 6 think others have referred to, exist today and are 

 7 being used today by pretty much all market 

 8 participants, all participants in the swap market 

 9 as far as I know, or most of them. 

 10 MR. CURLEY: And this includes the GUIs 

 11 and these other more end user friendly type of 

 12 technologies? 

 13 MR. AXILROD: Yes. 

 14 MR. CURLEY: Good. 

 15 MS. BEARD: Yeah, but from a 

 16 connectivity perspective I would argue that it's 

 17 not as easy as everybody's making it out to be 

 18 simply because these protocols are out there. 

 19 They're not being used consistently across the 

 20 different platforms. So, it will be building a 

 21 new interface over and over and over again unless 

 22 we have consistency across platforms. 
 254 

 1 Secondly, much of the infrastructure 

 2 that is out there needs to work for all market 

 3 participants, so, you know, not a dealer-to-dealer 

 4 market. It needs to work for the buy side firms 

 5 as well as all market participants to be 

 6 efficient. 

 7 MR. OMAHEN: I would just reiterate a 

 8 little bit of what Kathryn said. Even if you have 

 9 a protocol like extensible markup language, that 

 10 it seems that is being used repeatedly, how it's 

 11 actually implemented can differ greatly between 

 12 clearinghouses and market participants. So, the 

 13 piping may be easy to establish, but making the 

 14 sense of the data going through that piping 

 15 remains, I think, a significant challenge. 

 16 MR. AXILROD: And to that I'd add, 

 17 that's correct. There really has to be sort of a 

 18 common, for the lack of a better term, messaging 

 19 protocol or messaging choreography where certain 

 20 messages get sent from one place to another at 

 21 particular timeframes and messages back to satisfy 

 22 various Dodd-Frank requirements. We've been 
 255 

 1 focused on the SDR end of that, and I think if 

 2 those are different from platform to platform, 

 3 it's going to be almost impossible for the market 

 4 participants to use them. 

 5 And also to Kathryn's point, the 

 6 payload, in other words, what's in the messages, 

 7 pretty much has to be common again or else the 

 8 market participants aren't going to be able to use 

 9 it. Now, it can be common -- if it's computer to 

 10 computer it's this payload, if you're using the 

 11 web it's a spreadsheet with this format, but, 

 12 again, if there's too much difference from 

 13 platform to platform it's just going to be a mess. 

 14 MR. SHILTS: But do you have any 

 15 suggestions or thoughts on how that could be made 

 16 better so that it doesn't create the delays you 

 17 seem to be suggesting? 

 18 MR. AXILROD: Well, maybe I can defer. 

 19 I mean, I think IDSA has done a very good job with 

 20 FPML and that sort of language to have a common 

 21 way of talking about most swaps. There are some 

 22 swaps that aren't covered. I think most providers 
 256 

 1 can take spreadsheet information and translate it 

 2 to FPML. I think it's largely there. 

 3 MR. CUTINHO: One of the things on what 

 4 we have done is when we launched a service for 

 5 interest rates, for example, we worked with ISDA 

 6 and the FPML group so if you look at the latest 

 7 spec, the risk API is a part of the spec. The 

 8 clearing flows are a part of the specifications so 

 9 I think this is -- we can solve these issues. 

 10 In terms of workflow, what we have done 

 11 is for platforms we have extended the workflow 

 12 we've already had to cross other asset classes, 

 13 just allowed the API to support different payloads 

 14 depending upon whether it's a listed derivatives 

 15 business or an over the counter business. So, we 

 16 do support an extensible API standard. I think 

 17 one of the most important things for us, or 

 18 learnings has been that working the industry 

 19 group, if we put a service out there, it will end 

 20 up in a very standard fashion as Kathryn has 

 21 explained. 

 22 MR. AXILROD: The one thing that isn't 
 257 

 1 there, but I know firms are working on, are the 

 2 sort of real-time reporting formats which are 

 3 smaller templates and I think it's fair to say 

 4 that for paper confirmed trades that are 

 5 non-standard, you know, there is nothing really 

 6 for the primary economic terms that's out there 

 7 and we may just have to sort of have a link to an 

 8 actual text image that you can read to get beyond 

 9 sort of the basic data. But I know that the 

 10 market participants, particularly those with heavy 

 11 reporting -- I guess it's everybody because if you 

 12 don't report you still have to verify -- are 

 13 working quite hard on developing a standard 

 14 real-time reporting template which is sort of 

 15 based on the CFTC proposed rules. And I think it 

 16 behooves all of us providers to support that 

 17 effort and use that template. 

 18 MR. GOOCH: Yeah, if I can continue the 

 19 (inaudible) just to keep Steve happy, I think it 

 20 would be a shame to move away from FPML at this 

 21 point. I think we have, you know, sort of on our 

 22 platform about 2,300 (inaudible) either sending 
 258 

 1 FPML or using spreadsheet conversions to generate 

 2 it; you know, about 98 percent of the credit 

 3 market; about 80 percent of the interest rate 

 4 market. So that produces a pretty solid base as a 

 5 common platform, as Kathryn mentioned to do 

 6 things. It would be a real shame (inaudible) 

 7 different SEFs, different DCOs, different SDRs all 

 8 creating different formats, everyone having to 

 9 connect to everybody. I think at the moment, 

 10 whether you do it through a neutral (inaudible) 

 11 like us or through our other providers, you know, 

 12 keeping that common (inaudible), I think is very 

 13 important. 

 14 MR. CUMMINGS: Just to add one 

 15 additional point. I mean, I think it's probably a 

 16 bad idea to be overly prescriptive in the 

 17 application language that we use for what amounts 

 18 to a relatively small amount of asset classes, 

 19 each one have a primary protocol that's in use, 

 20 widely accepted and adopted by the market 

 21 participants. What I will say is that for 

 22 commodities, for instance, FPML is not used at 
 259 

 1 all. It's 100 percent FIXML following on with the 

 2 experience in the listed futures markets. 

 3 So, to be prescriptive for a protocol at 

 4 this point is probably premature. 

 5 MR. SHILTS: What's kind of the timing 

 6 considerations we should have in terms of coming 

 7 up with these -- the industry coming up with these 

 8 protocols to facilitate reporting? 

 9 MR. CUMMINGS: Coming up with the 

 10 protocols? I mean, the protocols already exist -- 

 11 MR. SHILTS: I mean, it's where they're 

 12 widely adopted and used. 

 13 MR. CUMMINGS: I don't know that the 

 14 adoption is much of a problem. I mean, if you try 

 15 and find a universal protocol to fit across all 

 16 asset classes, we'll be back here in about four 

 17 years trying to figure out how to get another 

 18 universal protocol to fit all asset classes. If 

 19 you lean more to the strengths of each asset 

 20 class, and the providers that are there and the 

 21 protocol that is widely being used, you're not 

 22 going to have a very long walk to get these 
 260 

 1 implemented, as Peter said earlier. 

 2 MR. GOOCH: I think coming back to my 

 3 earlier comments, I think the connectivity largely 

 4 exists, you know, there are things that have to be 

 5 changed, (inaudible) types added, but I think most 

 6 of that from a sort of central provider 

 7 perspective is on a six- to nine-month timeframe, 

 8 it's not years to fix that. The bigger change is 

 9 getting the small participants who have not 

 10 historically connected to connect and getting 

 11 everyone able to submit data within the timeframes 

 12 required. I mean, I think the 15-minute timeframe 

 13 creates rework for almost everybody. You know, if 

 14 we were at sort of four hours or something then, 

 15 you know, most dealers would be comfortably with 

 16 inside that without any problems at all. I think 

 17 it a little bit depends on how quickly, when we 

 18 can phase in -- how quickly people submit data 

 19 would pretty -- make life a lot easier. The basic 

 20 networks there -- though I would agree with RJ, I 

 21 think (inaudible) commodities and FX is slightly 

 22 different cases and maybe slightly different 
 261 

 1 decisions should be made there. 

 2 MR. AXILROD: I just want to pick up on 

 3 one of Jeff's points. In terms of timing, I don't 

 4 think market participants, although they can 

 5 correct me, can produce primary economic terms as 

 6 you've defined it any faster than they can produce 

 7 confirm information, so those will -- as a 

 8 practical matter, those will probably collapse 

 9 into each other just because of what's -- it's the 

 10 same information, so if a firm can produce one, 

 11 they can produce the other more or less. 

 12 MR. SHILTS: And Jeff, you said six to 

 13 nine months. I mean, what's -- could you repeat 

 14 that what you were talking about? 

 15 MR. GOOCH: I was basically looking at 

 16 -- I guess a company's job is to provide these 

 17 networks at the moment. If you need to tweak out 

 18 a network to add some of these extra message 

 19 types, send them through to the SDRs, you know, we 

 20 have most of the DCOs connected already, a little 

 21 bit more SEF connectivity, that itself is not a 

 22 major project. So, am I at the bottleneck in the 
 262 

 1 context of six months, maybe nine-month timeframe? 

 2 No. I mean, that's something that we can get done 

 3 relatively quickly. 

 4 Can everyone be connected to it in those 

 5 timeframes? Well, most people already are other 

 6 than sort of (inaudible), but are all of our users 

 7 in a position to submit all of the data that 

 8 quickly? Probably not given these issues of 

 9 pre-allocation. Many fund managers don't do 

 10 pre-allocations. Many of them do end of day 

 11 compliance checks to finalize allocations, for 

 12 example. There's some quite big business changes 

 13 some of those guys would need to make in order to 

 14 submit within the timeframes, so it's not that the 

 15 connectivity is the constraint but actually the 

 16 availability of the data in some cases. That, I 

 17 think, would take a lot longer but, you know, 

 18 listening to some of the earlier conversations 

 19 today, those participants may have that period of 

 20 time. 

 21 It would certainly, from my perspective, 

 22 a lot of the major dealers, once we define them, 
 263 

 1 probably do have most of the data available 

 2 relatively quickly. If we could sort of work down 

 3 the user list and the sort of financial players 

 4 and then sort of corporates, who are probably less 

 5 likely to have anything at the moment, you could 

 6 imagine some sort of phasing around that over a 

 7 more appropriate time period. 

 8 MR. CUMMINGS: Yeah, I would agree with 

 9 that. I mean, if you look at multiple SEFs 

 10 connecting up to a single DCO or maybe two DCOs in 

 11 some cases, aside from the work flow items that 

 12 Jeff alluded to, there's also additional rules 

 13 that I know are under consideration that a DCO 

 14 would have to impose upon SEFs. And their 

 15 conformance testing in order -- once connectivity 

 16 is available there's a relatively lengthy 

 17 conformance process. And one of the things that 

 18 DCOs are worried about with multiple SEFs 

 19 connecting to them is the issue of pre-trade 

 20 execution limits on the SEF itself. How does the 

 21 SEF inoculate itself against big market shifts, 

 22 large price moves, and not pass those into a DCO 
 264 

 1 and, in essence, shift the risk where those 

 2 entities are interconnected between each other? 

 3 MR. LEVI: We're also fairly worried 

 4 about the testing and you guys having enough 

 5 resources to get us up and running quickly. In 

 6 terms of risk limits, once again, we'll take our 

 7 lead from you. We have credit filters on most of 

 8 our systems. We can limit how much any particular 

 9 entity trades, so we're fairly confident we can 

 10 come up to scratch on that one once you tell us 

 11 what you need. 

 12 MR. CURLEY: And just to round that out, 

 13 what are the types of timeframes associated with 

 14 the testing between infrastructure providers that 

 15 you would anticipate? 

 16 MR. LEVI: I would say that six to nine 

 17 months would probably get us through most of it. 

 18 I think each connection would take -- depending on 

 19 the complexity and I'll stick my neck out -- 

 20 between 6 and 10 weeks, but then you're going to 

 21 have to do quite a lot in parallel and you're 

 22 going to have to do some front ones before you do 
 265 

 1 some back ones and some back ones before you do 

 2 some front ones. So, I think Jeff's times, six to 

 3 nine months to tweak everything can get everything 

 4 in line, seems relatively fair. 

 5 MR. OMAHEN: I'd just like to add a 

 6 little bit here. I think we're really focusing on 

 7 transaction reporting here. There is an aspect to 

 8 this whole business post clearing, that is the 

 9 position keeping, position maintenance. You know, 

 10 that sector there is much less agile by comparison 

 11 for the transaction reporting side, and looking 

 12 from past initiatives that have taken place there, 

 13 such as the Option Symbology Initiative by the 

 14 OCC, the launch of security futures, these are 

 15 major projects that literally were multiyear 

 16 projects. They weren't in the range of six to 

 17 nine months, they were actually more one to two 

 18 years from inception to final go-live. So, you 

 19 know, in that sector you're talking about more 

 20 than just transactions, you're actually talking 

 21 about brining in additional data from 

 22 clearinghouses, you're talking about sending 
 266 

 1 positional data to regulators, and there's just a 

 2 lot more of that work to be done. 

 3 By necessity with a lot of the new asset 

 4 classes with cleared IRS, cleared CDS, these 

 5 systems increasingly depend on data and processing 

 6 from clearinghouses, so what you've also got is a 

 7 sort of increased interdependency of these systems 

 8 and increased data flowing between them all of 

 9 which is, as we discussed with transactions, not 

 10 necessarily standard between different 

 11 clearinghouses and providers and represents, you 

 12 know, a challenge because each has to be built 

 13 coded to and integrated often in existing clearing 

 14 infrastructure that is not necessarily, as I said, 

 15 the most agile and able to change. 

 16 MR. CUTINHO: The one thing we'd like to 

 17 add there is -- I agree with John here. We went 

 18 through an experience trying to launch both CDS 

 19 and rates with SunGard. It's important to keep 

 20 the back office infrastructure in mind. When we 

 21 say we are ready and in terms of our APIs being 

 22 open, that's where we are going. And we believe 
 267 

 1 that having a standard API at the back end for 

 2 both real-time reporting of trades to the back 

 3 office as well as end of day position keeping, I 

 4 think it's important to have standards, especially 

 5 for the back office venders. 

 6 What is also very important is that now 

 7 we are seeing a lot more players in the 

 8 marketplace. A lot of derivatives players who 

 9 traditionally did not do bookkeeping for firms are 

 10 now entering the space and they have started to 

 11 certify, which is very encouraging. So, that is 

 12 what an open API will do, and especially if the 

 13 schema is widely available on the web and there 

 14 are no restrictions to actually certifying and 

 15 testing with a firm, then you will see a lot more 

 16 players coming into the marketplace. 

 17 MR. HABERT: Just a follow-up. You 

 18 mentioned the to 10 weeks to develop the 

 19 connections, what actually goes into that 

 20 connection if you can flesh that out? What are 

 21 the steps? 

 22 MR. LEVI: Once you build your API, 
 268 

 1 which probably takes you longer depending on the 

 2 complexity of your system, it's a question of 

 3 connecting one API to the other API, for example, 

 4 our SEF connecting to Sunil's DCO. It just takes 

 5 time for testing, takes time to check for 

 6 confliction, make sure everything runs smoothly. 

 7 It's not necessarily difficult, it just takes time 

 8 because it's a process. It's testing, mostly 

 9 testing. 

 10 MR. SHILTS: And is that all internal to 

 11 each entity that's being -- 

 12 MR. LEVI: Well, you have to coordinate, 

 13 so if I said, I'm ready tomorrow to start, Sunil, 

 14 and he said, look, I'm really sorry, I can't get 

 15 you on until October, I have to wait for him. 

 16 See? The big issue with all of these things, with 

 17 all this interconnectivity, is having -- each 

 18 person having the time to connect to everybody 

 19 else. If there's 20 new SEFs, the buy side may 

 20 want to connect to some of those SEFs, but it's 

 21 when they have the time. It's the same with the 

 22 DCOs, it's the same with the SDRs. It's a 
 269 

 1 question of prioritizing which ones you're going 

 2 to work on and hoping that your counterparty has 

 3 time for you as well. 

 4 MR. FRIEDMAN: Yeah, and I think we're 

 5 already connected to CME and ICE and LCH and we're 

 6 clearing trades with them, it's just a matter of 

 7 tweaking or modifying the field so that if there's 

 8 new information that needs to be passed to each 

 9 other that that's done. But, you know, a lot of 

 10 that connectivity work is done, it's just a matter 

 11 of defining the rules and the fields that are 

 12 necessary to effectuate what needs to be 

 13 effectuated and tweaking those to get it right. 

 14 MR. AXILROD: I must say that a lot of 

 15 the testing just has to do with the number of use 

 16 cases and there's always many more than you think 

 17 even as -- you know, I'm just reporting a piece of 

 18 data from one place to another, you know, what 

 19 does the acknowledgement back look like or if 

 20 you're not using a guaranteed delivery process? 

 21 What happens if there's an invalid field? And 

 22 that's just pretty straightforward stuff. When 
 270 

 1 you have more processing as opposed to something 

 2 where a clearer might or might not accept the 

 3 trade, it gets more complicated and all of that 

 4 uses case testing sort of increases the time 

 5 exponentially as you get more and more use cases. 

 6 Having gone through this more times than 

 7 I care to remember, it just takes longer than you 

 8 think, especially since the whole industry has to 

 9 do it at the same time. 

 10 MS. BEARD: I would agree with that and 

 11 taking it even further upstream to SEF 

 12 connectivity, from the buy side perspective we 

 13 have started meeting potential SEFs and talking to 

 14 them about connectivity, and the lack of data 

 15 standards around the technology has forced them to 

 16 all develop their own specs in speaking to us and 

 17 they're not consistent and they don't have the 

 18 same data and they don't have the same workflow 

 19 associated with them, which would mean every SEF 

 20 that you connect to, you're going to have to build 

 21 a separate interface. And that's where we can get 

 22 ahead of the game and develop a standard protocol 
 271 

 1 for these SEFs so that we can improve the ease of 

 2 adaptability. 

 3 MR. SHILTS: And who would be developing 

 4 that standard protocol? 

 5 MS. BEARD: Well, to Jeff's point, I 

 6 mean, there's ISDA that can do it. You can form a 

 7 working group. 

 8 MR. GOOCH: Yeah, I mean, certainly, to 

 9 clarify my earlier comments, yeah, I'm very much 

 10 focused on post- trade, so the pre-trade stuff is 

 11 much more complex, issues of latency, fortunately 

 12 not my problem, but there's a lot of work to be 

 13 done there. 

 14 MR. LEVI: I would say it's fairly 

 15 difficult to have a standardized link in because 

 16 the functionality of each produce and each 

 17 technology is very, very different. Something 

 18 that one SEF can do may not be something that 

 19 another SEF can do. What do you do? Do you go to 

 20 the lowest common denominator and miss out on all 

 21 the huge development dollars that have been spent 

 22 in the past years to develop better technology? 
 272 

 1 It's a difficult conundrum. 

 2 MR. SHILTS: It sounds like, I guess, 

 3 one of the key concerns is that each -- whether 

 4 it's the clearing organizations, the SEFs or 

 5 participants, it's just devoting time from their 

 6 staffs to work with all these other parties that 

 7 they would be connecting to, and that would take 

 8 time. 

 9 Are there any other obstacles in terms 

 10 of hardware that has to be bought or just 

 11 something else that would be driving this? 

 12 Something we should be aware of that would affect 

 13 implementation? Something beyond the time spent 

 14 for each individual entity to have to go and work 

 15 with all the other entities? 

 16 MR. GOOCH: I think a little bit depends 

 17 how you choose to connect. If you want every 

 18 participant to connect directly to every other 

 19 participant, then you're going to get a lot of 

 20 hardware, a lot of dedicated lines, a lot of cost 

 21 built in. What tends to happen in most 

 22 marketplaces is you get middleware vendors 
 273 

 1 stepping in in the pre-trade space. People like 

 2 Ion are very active, Logiscape in the FX space, 

 3 there's a number of guys who specialize in that to 

 4 try to avoid that problem. In the post-trade set 

 5 there's ourselves, (inaudible), SunGard, there's a 

 6 bunch of others that tend to get involved. You 

 7 know, what tends to happen is people find the cost 

 8 of that network prohibitive. In certain cases 

 9 it's justified. Generally people end up with, you 

 10 know, a vendor stepping in to avoid all that cost. 

 11 You know, I think some flexibility in the rules to 

 12 let customers make their own choice around that, I 

 13 think, is what's needed and then people will find 

 14 the cheapest and most effective way of getting the 

 15 job done. 

 16 MR. AXILROD: I was just going to add, 

 17 the -- I mean, in a way, you know, the providers 

 18 sitting around the table are not going to be the 

 19 gating factor. Since every market participant 

 20 really has to be connected to at least one part of 

 21 this infrastructure, since every single trade has 

 22 to be reported to an SDR. And information has to 
 274 

 1 continue to flow about that trade over the 

 2 lifetime of that trade. In a way, if you want to 

 3 get this done quickly, the industry sort of has to 

 4 go student body left or student body right. If 

 5 half of them go one way, a third go another way, 

 6 and a third go some other way, I think the odds of 

 7 getting data sets that are complete and accurate 

 8 and where the integrity is reliable go down. And 

 9 so I think that's really -- since this is in a lot 

 10 of cases -- in some cases, as Jeff mentioned, a 

 11 lot of the work is done. The rates market is 

 12 about 70 -- what did you say? 80 percent 

 13 electronic already? -- it just happens to be in 

 14 markets, not at somebody acting as an SDR. Credit 

 15 markets 98 percent electronic. I think -- I don't 

 16 know what -- I think FX is next in terms of the 

 17 amount that is electronic. 

 18 But to the -- as long as they're in 

 19 place and everybody can -- you've got to get 

 20 everybody to use it the same way, you know, 

 21 several thousand participants globally, you can 

 22 make it. If they're trying to do it differently, 
 275 

 1 it's going to be a problem. So, leverage what's 

 2 electronic first and then gradually move back into 

 3 things that are more paper and really the best 

 4 thing I think that the regulators can do -- it's 

 5 not my job, but, you know, there was a lot of 

 6 pressure put on market participants to electronify 

 7 what was previously paper over the years. That's 

 8 paid enormous dividends and the more that 

 9 regulators can get market participants to 

 10 electronify what's electronifiable, the better off 

 11 you'll be and the better data you'll get. 

 12 MR. COOPER: It just seems to me also 

 13 I'm hearing that it is difficult, it will take a 

 14 long time, but nothing sharpens the mind like a 

 15 deadline. Right? So, with a date certain in the 

 16 sand, and the industry groups with all 

 17 constituents and stakeholders around the table, 

 18 I'm sure we can make great progress. 

 19 The other thing I would say is I think 

 20 that we can borrow from existing regulatory 

 21 regimes where reporting obligations are imposed, 

 22 in many cases, on the clearing firms. So, in 
 276 

 1 fact, it's not literally every single participant 

 2 in the marketplace at any given time has to have 

 3 complete scalable reporting obligations. I think 

 4 that there will be reporting parties who will be 

 5 responsible on behalf of their clients. Maybe the 

 6 clearing firms are the most natural candidates for 

 7 that. But I do think we can leverage, you know, 

 8 some of the kind of market structure that's being 

 9 developed to enhance and facilitate the build out 

 10 of these reporting regimes. 

 11 MR. CUMMINGS: I would agree with those 

 12 statements as long as it's by asset class. You 

 13 know, to say that we need a uniform protocol 

 14 across all SEFs, I think we need to focus on it by 

 15 asset class because surely the commodities space 

 16 is 100 percent FIXML. We do trade capture 

 17 reporting to the CFTC today in swaps, in FIXML per 

 18 your guidance. We've been working on that for 

 19 several years now, so to move to something that 

 20 isn't native to an asset class is probably a 

 21 mistake, if you want to get things done quickly. 

 22 MR. AXILROD: Yeah, I would second the 
 277 

 1 asset class part, each asset class is going to 

 2 have its own rules, but I'd put in a note of 

 3 caution about the willingness of people, 

 4 especially since -- willingness of people to let 

 5 somebody else take over their reporting 

 6 obligations completely. They're still statutorily 

 7 on the hook and even buy side firms and corporate 

 8 end users who, if they do trades with dealers that 

 9 are U.S. people, don't have a reporting 

 10 obligation. When they do trades with dealers that 

 11 are non U.S. people they have a reporting 

 12 obligation and they also have an obligation to 

 13 correct misstatements that have been reported on 

 14 their behalf. And I've had a number of 

 15 conversations with even corporate end users who 

 16 are basically saying, okay, this is a serious 

 17 obligation, it's nice that so-and-so says he can 

 18 report everything for me, but I want to have 

 19 control over that. And I think there ought to be 

 20 a way of letting them have control over it if they 

 21 want to. 

 22 MR. O'CONNER: And the other drawback of 
 278 

 1 having the clearinghouse responsible for the 

 2 reporting requirement is what do you do for the 

 3 uncleared trades? So then you have to build 

 4 something different so therefore either the SDR or 

 5 the middle ware provider has to take over that, so 

 6 you might end up with two different models in the 

 7 market, which is probably not efficient. 

 8 MR. GOOCH: I think we can all argue the 

 9 benefits of different models. I think the best 

 10 thing is to have a set of rules that says it has 

 11 to be done then let the marketplace argue about 

 12 which is the most efficient. I think every asset 

 13 class might come to slightly different conclusions 

 14 to RJ's point and I don't think there has to be 

 15 dictated from the center the best topography for 

 16 it. What has to be dictated is what kind of 

 17 information, in what form or how quickly and where 

 18 it needs to go, and then we'll argue about our 

 19 different models and who can do the best job in 

 20 the next couple of years, and (inaudible) spent 

 21 lots of marketing dollars doing it, but I think 

 22 it's very hard to put one model and say that's the 
 279 

 1 best model for every asset class, everywhere, and 

 2 every type of user. 

 3 MR. CURLEY: Can I just expand on 

 4 something you had mentioned earlier too, the 

 5 lifecycle activity as well, and issues associated 

 6 with that or challenges associated with that that 

 7 need to be addressed in the context of the 

 8 connectivity? 

 9 MR. AXILROD: Yeah, I think some 

 10 preliminary work we've done with users both buy 

 11 and sell side have indicated that unless -- right, 

 12 let me back up. Most lifecycle events, if they're 

 13 confirmable, are reportable since confirm 

 14 information has to be reported. In any event, a 

 15 lot of them are price-forming events so they'd 

 16 have to be reported in real time, not all of them. 

 17 Unless trades, however, are cleared or what we 

 18 called gold record warehouse, in other words, 

 19 where there's a central record keeper that has -- 

 20 whose records trump the internal records of the 

 21 firm's, I don't know that everybody has reached a 

 22 point of confidence, even for trades that don't 
 280 

 1 change very much, that if you built a position out 

 2 of an initial report and reports of all the post 

 3 trade events, you'd actually get it right just 

 4 because there are too many things that might 

 5 intervene, might not be reported. 

 6 I know that one of the things -- the 

 7 industry would like to get to that point, I think, 

 8 so the idea is that people would just report both. 

 9 I'll report you at the end of the day, I'll report 

 10 what I've got, I will also, in the middle of the 

 11 day, report all the events. The SDRs keep track 

 12 of both and if there are any discrepancies they're 

 13 noted and the firms deal with them or you get a 

 14 reason for them. And in the middle of the day if 

 15 you're looking at positions inter-day, for 

 16 regulatory reporting, all you can do is take the 

 17 -- all you can do is take the events that come in 

 18 and add the to whichever starting number you want, 

 19 whether it's the firm reported number or the 

 20 position built out of previous events. 

 21 MR. CUTINHO: I think a clearinghouse, 

 22 like today, does report to the regulator both the 
 281 

 1 end of day position and we also have events that 

 2 make up that position. So when there are events 

 3 like terminations or offsets, like netting, you do 

 4 see the trades that make up the final end of day 

 5 positions. So, you see the start of day position 

 6 and then the intervening trades and the end of day 

 7 position. So, we do that today for clear trades. 

 8 In terms of unclear trades, as Peter 

 9 pointed out, we can definitely show that 

 10 information. If we get all the events, if they 

 11 have confirmations, it's very easy to report on 

 12 the events. 

 13 MR. HABERT: Can I just pick up -- a few 

 14 have mentioned sort of the asset classes and doing 

 15 things by asset class and obviously in the first 

 16 two panels that came up a lot. So, say you 

 17 develop the connections right now and you get the 

 18 connectivity going, and we talked about rates and 

 19 credit, are you going to need to modify all of 

 20 that or tweak all of that as the new classes 

 21 either become required to trade -- I'm sorry, 

 22 required to be cleared or made available to trade 
 282 

 1 on a SEF? Is that going to require, you know, 

 2 another six months to get that all done or is it 

 3 going to be able to be done quickly because you 

 4 can have more general documentation at the stage? 

 5 MR. OMAHEN: I would say it's still 

 6 going to be work. Certainly some will be 

 7 leveraged so it won't be quite as much work as the 

 8 first time, but ultimately it's creating more 

 9 overall work but spacing it out in a more 

 10 manageable challenge. So, I do think that that -- 

 11 I mean, from the post clearing vendor perspective, 

 12 I think that would be helpful, but we have to make 

 13 sure you understand that it is still a significant 

 14 effort even after the first one has gone live. 

 15 MR. GOOCH: I'd probably take a slight 

 16 different angle on that one. I think adding 

 17 clearinghouses or adding SEFs would then lead to 

 18 an ongoing process. To my mind, the six to nine 

 19 months gets you at a starting point where we have 

 20 a number of, you know, DCOs, CMEs, ICE, LCH, a 

 21 bunch of other that, you know, IDCG, et cetera, 

 22 you know, have all those guys all connected up. 
 283 

 1 Have that network, then you add new people as they 

 2 come along. I wouldn't see another six- to 

 3 nine-month period for an asset class once it's set 

 4 up. I think you want to do the work once, create 

 5 the connectivity, and have that evolve with the 

 6 asset class (inaudible) rather than having some 

 7 sort of future period. 

 8 I think there's a big difference though 

 9 between what should be available and what's 

 10 mandated. I think, you know, picking up from some 

 11 of the earlier panels, clearly the step where 

 12 everyone goes out, says I'm a -- whatever they 

 13 are, DCO, SDR, clearing agency, (inaudible), 

 14 whatever that happens to be -- and gets themselves 

 15 registered as what they need to be, and it would 

 16 be a later phase when you say to people, then, 

 17 therefore, you have to, you know, put your trades 

 18 on a DCL or to an SDR, et cetera. I think it's a 

 19 natural phasing to that. But that's probably not 

 20 about creating new connections but about reusing 

 21 that information. I would certainly say that, you 

 22 know, SDRs to my mind come first because you're 
 284 

 1 basically saying to people, conduct your business 

 2 in a certain way under Dodd- Frank, get yourself 

 3 registered, follow those rules, and now do things 

 4 which you think are useful. 

 5 If you want to clear straight away, you 

 6 should be able to clear because the DCOs are 

 7 available. If you want to use a SEF, use the SEF. 

 8 But at some point the government's going to step 

 9 in and say, even if you didn't want to do that, 

 10 we're going to make you do it. And the first 

 11 thing to make people do, in my mind, is they've 

 12 got trades they don't want to show to the 

 13 regulators, make them show them to the regulators 

 14 in the SDR. Then you should probably step in a 

 15 counterparty risk by making them clear them and 

 16 then you sort of interfere with how they conduct 

 17 their business by making them execute in a certain 

 18 way as a next stage. 

 19 But I would separate the two. Have 

 20 everyone available, have everyone connected, let 

 21 people use what's commercially sensible, then 

 22 start to step in and say, I know you didn't choose 
 285 

 1 to do this, but you must show us your trades, you 

 2 (inaudible) you risk certain trades, and then 

 3 (inaudible) how they actually conduct their 

 4 business day-to-day. 

 5 MS. BEARD: I would agree with those 

 6 comments as well. I think it's -- although it's 

 7 still work, it would still be less work to add 

 8 additional asset classes and it would also help -- 

 9 we heard this in some of the previous panels, we 

 10 don't want a siloed or fragmented workflow 

 11 process. We'd like, you know, all aspect classes 

 12 even if they have specific nuances, and 

 13 additionally keeping that in mind as we move 

 14 forward, we don't want to retrofit into a process 

 15 that has already existed. We want to keep in mind 

 16 that we want to add additional asset classes. 

 17 MR. CUMMINGS: Yeah, I see it a little 

 18 bit differently. I mean, for an SDR, they're 

 19 going to be taking trades and lifecycle events, 

 20 you know, after they've already been registered in 

 21 a clearinghouse. So by definition, the SDR is 

 22 going to have to speak the language of the DCO, 
 286 

 1 period, on and on, going into the future until 

 2 these instruments roll off the board for offsets, 

 3 onsets, netting, deliveries, payments. So those 

 4 two languages are going to have to coexist per 

 5 asset class, maybe for multiple asset classes. 

 6 The SEFs will probably have to speak 

 7 that language as well for that asset class. So, 

 8 if a DCO is -- FPML, for instance the SDR is going 

 9 to have to be FPML. It won't necessarily be FIXML 

 10 or XML or some proprietary standard. The SEF is 

 11 going to have to register trades at the DCO as 

 12 well as report to the SDR. It's all going to fall 

 13 into line by asset class. 

 14 As an SDR wants to bring on new asset 

 15 classes that it didn't initially go out with, it's 

 16 going to have to speak the language of the new 

 17 asset class, which by definition is the DCO's 

 18 language of that new asset class if it's not the 

 19 same. 

 20 MR. CUTINHO: From a clearing 

 21 perspective, I think there are risk management 

 22 considerations to adding new asset classes to 
 287 

 1 clear, so not just operational. Even within an 

 2 asset class there are risk management 

 3 considerations if, you know, you're clearing swaps 

 4 versus options and swaps. So, those are separate 

 5 from the operational considerations. 

 6 Operationally, I think I would agree 

 7 with Kathryn. The workflow should not necessarily 

 8 change. The workflow should remain the same. 

 9 What would change is the payload and then there 

 10 are certain nuances of different types of 

 11 products. 

 12 MR. LEVI: I think just in response to 

 13 R.J., we would hope there would be more than one 

 14 DCO for each asset class. We've spoken about 

 15 interoperability and we hope there will be some 

 16 competition that will provide better service and 

 17 better value for the customer. To say it's just 

 18 one DCO and that DCO can dictate which protocol to 

 19 use, I think, is a -- at this stage is a little 

 20 bit much. We have to wait and see how that moves 

 21 forward. 

 22 MR. CUMMINGS: I think that's a fair 
 288 

 1 point. I wasn't intending that there would only 

 2 be one DCO, I'm just saying that the SDR 

 3 connecting to a DCO is going to have to speak that 

 4 DCO's language. Where there's one, two, three, 

 5 the burden falls to the SDR. 

 6 MR. AXILROD: Well, I think we're all 

 7 losing sight a little bit that all us providers -- 

 8 this ain't our data. The data belongs to the 

 9 market participants, and it's the market 

 10 participants that ultimately have the reporting 

 11 responsibility by statute. Yes, they can use 

 12 agents, but using an agent doesn't get them off 

 13 the hook legally for their reporting 

 14 responsibility. So, what I think all of us 

 15 infrastructure providers ought to be doing is 

 16 viewing ourselves as having two constituents: The 

 17 market participants and the regulators. And our 

 18 function really ought to be, as much as possible, 

 19 making sure that the market participants can 

 20 themselves assure that the information you see is 

 21 as accurate as possible. And I think that's 

 22 really what should dictate the practice because in 
 289 

 1 every asset class there are likely to be multiple 

 2 clearers and many, many trades that are not 

 3 cleared and they will be of the same type. You 

 4 can't say that all trades of a certain type are 

 5 going to be cleared because there's end user 

 6 exemption, so forth and so on. And I think that 

 7 we should all be looking at you two guys -- or you 

 8 two groups of people as the clients and we're the 

 9 facilitators, at least from the SDR's point of 

 10 view. We're trying to take in data in the most 

 11 efficient way for the users, for the market 

 12 participants, and show it to you all, that's some 

 13 connectivity that we also need to have, you know, 

 14 online portals to the regulators, and show it to 

 15 you all in the most efficient way possible or in 

 16 the way you want to see it, and that's sort of my 

 17 view. 

 18 MR. CURLEY: I also wanted to introduce 

 19 the international topic a little bit and just ask 

 20 whether any of the things that we've talked about 

 21 to this point have different features when we add 

 22 an international component to the connectivity 
 290 

 1 questions. 

 2 MR. GOOCH: I think the biggest issue on 

 3 international is just the extra territoriality 

 4 issue that always comes up. And if you just take 

 5 us as an example, we have a U.S. entity and a 

 6 European entity. We have technology in both 

 7 centers and we largely divide by asset classes. 

 8 It's slightly simplistic, so we tend to do credit 

 9 in the U.S. and rates in London. 

 10 Now, that's fine, it works. Works 

 11 practically speaking, but then, you know, do we in 

 12 our London business have to register something in 

 13 the U.S. and does that now mean will the Korean 

 14 activity for their domestic market that goes to 

 15 that same platform is now subject to investigation 

 16 by the CFTC? Are they going to be happy about 

 17 that? So, I think some clarity around, you know, 

 18 what does it mean to be registered and what rights 

 19 does that give people? Can I create a U.S. shell 

 20 company to own my U.S. business that's regulated 

 21 that outsources the technology back to London? Or 

 22 do I have to move my data centers? Some of those 
 291 

 1 things could be quite large. I'm assuming we get 

 2 a very practical solution because if we don't, the 

 3 Europeans are going to ask for exactly the 

 4 opposite on the other side of the fence, you know, 

 5 all the credit stuff will be moved back to London. 

 6 So, I think, you know, the 

 7 internationality probably will be a non issue 

 8 because it will all get sorted out, but there is 

 9 that kind of nuclear winter scenario in the back 

 10 of everyone's minds that if everyone can't come to 

 11 some sense of accommodation, we're all going to 

 12 duplicate technologies and connections all over 

 13 the world and it's going to be slow and 

 14 horrendously expensive. 

 15 MR. AXILROD: Yeah, there is a 

 16 particular sort of technological operational issue 

 17 that goes like this: Right now people -- since 

 18 the U.S. is first, all of the who has what 

 19 reporting obligation and so forth is U.S.-centric. 

 20 When there's a trade between a U.S. person and a 

 21 non-U.S. Person, the U.S. person has the 

 22 reporting obligation. 
 292 

 1 Well, assuming -- you know, it's been a 

 2 bit controversial whether you should have one 

 3 repository per asset class. The flipside, I hope, 

 4 is not controversial, which is the same swap 

 5 shouldn't be reported to multiple repositories 

 6 because you'll never then -- even with U.S. Eyes 

 7 it's going to be very hard to untangle, you know, 

 8 what's the correct information, double counting, 

 9 all that stuff. Well, the European legislation is 

 10 undoubtedly going to be a mirror image of the U.S. 

 11 legislation, so you're going to have plenty of 

 12 swaps where the party with the reporting 

 13 obligation, if they're transatlantic swaps, 

 14 different parties are going to have the reporting 

 15 obligation depending upon the law that applies. 

 16 So, you're going to need to have a solution, a 

 17 reporting solution, that works in that 

 18 environment. To build one now that doesn't work 

 19 in that sort of environment, is just asking for 

 20 trouble about a year down the road. 

 21 That's very easy with trades executed on 

 22 electronic platforms are cleared because the 
 293 

 1 electronic platform or the clearer has the right 

 2 version of the trade. Where they are -- any part 

 3 of this process is bilateral and, you know, one of 

 4 the counterparties is supposed to report, you're 

 5 going to end up in a situation where both 

 6 counterparties have a reporting obligation under 

 7 some law and the process that you implement has to 

 8 be able to deal with that and make sure that 

 9 you're not double counting and that the regulators 

 10 know exactly what it is they're looking at. 

 11 MR. O'CONNER: Yeah, and I would add one 

 12 flavor of problem you get when looking to the 

 13 international stages is the political angle and 

 14 it's certainly the market participants' view that 

 15 there should be one global SDR per product, if 

 16 that's achievable. And a way to deal with local 

 17 regulatory preference for domestic SDRs is to make 

 18 the global SDR information available to them on an 

 19 unencumbered basis as required subject to proper 

 20 agreement, because as soon as you get to multiple 

 21 SDRs per product, then you lose one of the primary 

 22 goals of the whole approach which is to give you 
 294 

 1 guys insight into the whole market. And with 

 2 multiple SDRs per asset class, you need to have an 

 3 SDR of SDRs, some form of aggregator that sits on 

 4 top of those which is getting very costly and 

 5 inefficient as well. 

 6 CHAIRMAN GENSLER: Can I just ask a 

 7 question? Because I know, Steve, you've raised 

 8 this in meetings upstairs, but I'm not sure the 

 9 statute agrees with you, even if we agreed with 

 10 you, because we heard earlier today that some of 

 11 the clearinghouses, I guess CME is going to apply 

 12 to be SDR, and I presume they might apply in the 

 13 same space that somebody else at this end of the 

 14 table is sitting. So, we might have 

 15 clearinghouses as well. What do you suggest that 

 16 we in the SEC do in that circumstance where -- 

 17 they're competitors that want to both be SDRs? 

 18 MR. O'CONNER: Yeah, so, I understand 

 19 the competition argument and everybody should be 

 20 welcome to try to win mandates in that space. The 

 21 way that ISDA organized itself is for each product 

 22 to set up committees that undertake a formal RFP 
 295 

 1 review of all, you know, anybody who wants to 

 2 propose, basically, and we think that's the way 

 3 forward to choose one per market. And competition 

 4 should be allowed, but the point I'm making is 

 5 that that will lead us down a road to, you know, 

 6 the fragmented SDR where you need then to create 

 7 some kind of -- you know, then you're having 

 8 another RFP, this is going to be the aggregator of 

 9 what's in all the local SDRs or the clearinghouse 

 10 A plus B plus DTCC aggregation questions. 

 11 So, it's -- I understand the question 

 12 and I think there's no elegant solution, but it's 

 13 a tricky one. 

 14 MR. AXILROD: Yeah, I might say, though, 

 15 that the market may work itself out, right. Just 

 16 because someone registers as an SDR, just like you 

 17 might register as a DCO, doesn't mean that people 

 18 are actually going to use you as an SDR, and while 

 19 DCOs can register as SDRs, I'm assuming -- maybe 

 20 I'm wrong -- that essentially vertical tying or 

 21 bundling isn't going to be allowed, you're not 

 22 going to be able to say, if you use my DCO you 
 296 

 1 have to use my SDR. At least DTCC was told that. 

 2 When we registered I realized -- when we became 

 3 regulated I realized that wasn't under Dodd- 

 4 Frank. But if that isn't allowed, then presumably 

 5 it's going to be up to the market participants to 

 6 use whatever SDR they want to use and the other 

 7 parts of the market infrastructure should be able 

 8 to direct those trades as the market participants 

 9 want because ultimately it's the market 

 10 participants that are going to have to have a 

 11 reconciliation and control process to the SDR to 

 12 make sure your data is accurate. 

 13 So, it may be, even if there are 

 14 multiple SDRs registered, that the market will 

 15 sort itself out fairly quickly. If that doesn't 

 16 happen, then you'll end up in this dilemma. 

 17 MR. CUTINHO: There are multiple 

 18 clearinghouses today, and they are reporting net 

 19 risk to the CFTC. So, I don't understand why 

 20 multiple SDRs would be an issue. So, as long as 

 21 we all follow the same API and reporting format, 

 22 we believe that the market should be open. 
 297 

 1 MR. AXILROD: I will point out, because 

 2 it is for sure a fact, that if you have multiple 

 3 SDRs, the public reporting of open interest will 

 4 in fact be overstated and misleading. Now, 

 5 somebody can pull all that together and work out 

 6 the net so it's not, but we shouldn't have a 

 7 public reporting system where you know for sure 

 8 that the open interest reporting is simply wrong 

 9 and misleading, and that's what's going to happen 

 10 if you have multiple SDRs that report open 

 11 interest and so forth to the public. 

 12 MR. LAWTON: Would there be a way that 

 13 both sides would have to report to a single SDR? 

 14 You could have multiple SDRs but not have the 

 15 different sides of a trade report? 

 16 MR. AXILROD: You would have to have 

 17 each -- in order to avoid that result you would 

 18 have to have each firm only report to one SDR, 

 19 which I think is impossible under the statute 

 20 because -- no, the statute doesn't address SDR 

 21 reporting, just clearing. So, it's not clear who 

 22 chooses. 
 298 

 1 MR. SHILTS: I wanted to go back to -- I 

 2 guess for a little clarity on something that was 

 3 mentioned a little bit earlier and there was the 

 4 discussion of the six- to nine-month timeframe, 

 5 but then there was also the discussion about all 

 6 the various entities who have to make arrangements 

 7 with all the other entities as far as getting 

 8 connectivity arrangements in place. So I guess 

 9 what I was wondering is this kind of an estimate 

 10 really realistic or should it be more framed in 

 11 the context of specific types of -- for certain 

 12 asset classes? And any further elaboration on 

 13 that would be helpful. 

 14 MR. GOOCH: Perhaps I should clarify 

 15 because I think I was the first one to -- 

 16 MR. SHILTS: And six to nine months from 

 17 when? 

 18 MR. GOOCH: Okay. Let's start with the 

 19 easy part. I think six to nine months from when 

 20 the rules are clear. I think at that point you 

 21 can do it. The six to nine months in my mind were 

 22 around making the network itself compliant with 
 299 

 1 the rules. I don't think there's a lot of work to 

 2 be done but there would be some -- you know, you 

 3 could create fast changes to the rules that made 

 4 that a sure estimate, but I mean imagining they'll 

 5 be as the current drafts or they'll be slightly 

 6 easier to implement. So I think you can take that 

 7 core network and modify it in that kind of time 

 8 period. I think what you can't do is make 

 9 everyone in the industry ready to send the data in 

 10 the appropriate timeframe to that. 

 11 And secondly, I think the point that Ron 

 12 and others have made around testing, if you come 

 13 through a sort of middleware provider, everyone 

 14 tests the middleware once and then we connect out 

 15 to all their parties and that's very efficient 

 16 testing hierarchy. If you go for one-to-one 

 17 connections, then you have, in theory, you know, 

 18 tens of thousands all of which have to be 

 19 individually tested. You know, that's certainly 

 20 not a six- to nine-month project. 

 21 But to be clear I think I was saying, 

 22 yeah, from our perspective you could modify the 
 300 

 1 network in the center, have the DCOs, the SDRs, 

 2 the SEFs connected to that, which they already 

 3 largely are, in that time period and then 

 4 certainly if the major dealers were already 

 5 connected, you know, compliant for the bulk of 

 6 their business and then kind of work through. 

 7 I think the big thing around -- 

 8 generally true about Dodd-Frank (inaudible) in 

 9 this case it's probably 80 to 90 percent of the 

 10 work comes from the weird edge cases and things 

 11 that people don't talk about, you know, taking 

 12 core transactions, making them available to SDRs, 

 13 available to the public, entering to clearing, 

 14 that's actually a relatively easy thing to do 

 15 because we've all spent four or five years working 

 16 out how to get it done. It wasn't easy five years 

 17 ago, but we've all worked through that and 

 18 delivered it. 

 19 Some of the new things that are being 

 20 added, you know, some of the bespoke trades, the 

 21 electronified, some of the collateral information 

 22 that's being asked for, that would be much tougher 
 301 

 1 to do and could take a lot longer, but if you kind 

 2 of focus on the things we always talk about at 

 3 these meetings, which as far as I can see is, you 

 4 know, 95, 99 percent of transactions available to 

 5 regulators, available for clearing, you know, the 

 6 ability to take them off a trading platform, that 

 7 is not such a big lift because we've all spent a 

 8 long time and a lot of money making that possible. 

 9 It wasn't cheap and it wasn't easy, but it has now 

 10 been done. It needs a little bit of tweaking, 

 11 maybe it does, maybe it doesn't once we see the 

 12 final rules. 

 13 And I think some guys around this table 

 14 are already heavily connected to that and can use 

 15 it. Some corporates are definitely not going to 

 16 be ready in six to nine months, but, you know, 

 17 some phasing around that, I think, would 

 18 definitely be appropriate. 

 19 MR. COOPER: I'd just like to emphasize 

 20 that last point. I think that's the point to 

 21 focus on, is that the products that we launch for 

 22 clearing right away are going to be the ones that 
 302 

 1 everyone's most familiar with, that are most 

 2 liquid, that are right there in the market and for 

 3 which the connectivity problems or issues we're 

 4 talking about are going to be relatively 

 5 straightforward as compared to the edge cases. 

 6 MR. O'CONNER: And to be clear, the six 

 7 to nine months is to do with the messaging only, 

 8 right? 

 9 MR. GOOCH: Yes. 

 10 MR. O'CONNER: In other words, to get to 

 11 -- there are many other things beyond messaging 

 12 that are important, right, to have clearing up and 

 13 running, you need risk margin segregation, 

 14 documentation, membership criteria, et cetera. 

 15 So, his six to nine, I think is just the messaging 

 16 network. 

 17 MR. GOOCH: Yeah, I'm not including the 

 18 million documents we talked about in the previous 

 19 panel. So, I do think that the network and 

 20 connectivity is the gating factor. The other 

 21 things are much more complex to achieve. 

 22 MR. LEVI: I pretty much concur with 
 303 

 1 Jeff. The six to nine months allows us to 

 2 redevelop or reengineer our systems to make sure 

 3 the APIs are up to scratch and to release them. 

 4 The connectivity, as we've mentioned, depends on 

 5 other people and we can't be held responsible for 

 6 what -- for the resources the other people give 

 7 us. 

 8 MS. BEARD: And I think, Jeff, that the 

 9 six to nine months -- and we'll use market as an 

 10 example, is for you to get your platform 

 11 compliant, but then it's to communicate to the buy 

 12 side who then has to develop after that or 

 13 possibly concurrently but to your protocol once 

 14 you're completed. So, it could be an additional 

 15 several months after the six to nine months for 

 16 market participants. 

 17 MR. GOOCH: Yeah, I think that's fair. 

 18 I think we could be ready in that time period. 

 19 You know, some firms will be ready at the same 

 20 point, some firms will require a little bit of 

 21 extra time. Some firms, you know, who do end of 

 22 day compliance checking, for example, have a 
 304 

 1 fundamental business change to make. I don't know 

 2 how long that will take them. That's not 

 3 something they're turning around that quickly. 

 4 Other guys like corporates, you know, there's a 

 5 whole education exercise (inaudible) and 

 6 spreadsheet uploads, but if they have a 15- or 

 7 30-minute requirement that's going to be quite 

 8 tough on them. So, I think there's definitely 

 9 some phasing beyond that, you know, very much 

 10 talking about that core network, getting kind of, 

 11 you know, the major dealers on board, I think, and 

 12 then working out, you know, educators later and 

 13 other participants. 

 14 MR. AXILROD: Yeah, I just want -- a 

 15 note of caution on the, you know, 95 percent of 

 16 the stuff is good and we should start clearing it 

 17 and all that. That's all well and good because 

 18 that's how clearing is supposed to work. You 

 19 bring stuff in and eventually bring more in. In 

 20 terms of reporting, I think it's kind of dangerous 

 21 to do it that way just because, remember, all the 

 22 AIG trades, if we did it that way, wouldn't have 
 305 

 1 been reported and in fact they weren't reported to 

 2 the Trade Information Warehouse because they were 

 3 bespoke and not electronically confirmed. It's -- 

 4 I think it's very important, especially since a 

 5 lot of times it's the bespoke trades that are the 

 6 larger risk creating trades and not the 

 7 standardized ones, to start out with at least some 

 8 reporting of bespoke trades. Report what you can, 

 9 underline, direction, counterparty, notional, it 

 10 may mean nothing, but if it's -- because of all 

 11 the bespoke clauses, but at least if you see a lot 

 12 of large one-way positions building up, if that's 

 13 connected to the actual image of the paper 

 14 confirm, you can go in and read it and see for 

 15 yourself, but if you put that aside and say we're 

 16 just going to start with the easy stuff, you're 

 17 going to miss AIG were it to happen again. 

 18 MR. SHILTS: Okay, I think we're about 

 19 at 4:00, near the end. Does anyone have a final 

 20 comment? 

 21 MR. O'CONNER: I have one comment and 

 22 this applies to all three panels, I think, today. 
 306 

 1 I think to the extent that the commissions could 

 2 try to publish a timeline that would be very 

 3 helpful to the industry both in terms of rule 

 4 finalization and effective dates for 

 5 implementation. I spend a lot of time working 

 6 with clients and the number one question on 

 7 people's minds is when is all this going to apply 

 8 to me. So, to the extent we can provide some 

 9 clarity to the market, I think that would be 

 10 greatly appreciated, and it can be in the form of 

 11 a draft timeline that's put up, you know, comments 

 12 are invited, but I think that will be very useful 

 13 to the market. 

 14 MR. COOPER: I guess I would just 

 15 conclude, you know, by echoing, yes, timeline is 

 16 very helpful. As I said before, nothing focuses 

 17 the mind like a deadline, but I don't think we can 

 18 end the day saying, geeze, there's a lot of hard 

 19 work, it's going to take a long time. I think 

 20 what we have to recognize is the tremendous work 

 21 that the SEC and the CFTC have done in 

 22 promulgating a lot of very, very complicated and 
 307 

 1 challenging rules. The market has a lot of 

 2 information. There is almost uniform alignment of 

 3 interest among most market participants to achieve 

 4 rapid and effective clearing as soon as possible. 

 5 So, I'd like to end the day on sort of an 

 6 optimistic note that the time to move forward is 

 7 now so we can begin that hard work and get it done 

 8 quickly. 

 9 CHAIRMAN GENSLER: Oh, I was just going 

 10 to thank everybody, and I'm sure Chairman Shapiro, 

 11 if she was still here, would thank everybody if I 

 12 can speak for her too. But it's been a terrific, 

 13 very informative day and we've got another one of 

 14 these days tomorrow, but thank you all for being 

 15 so gracious with your time and advice. 

 16 MR. SHILTS: Once again, thank you and 

 17 we have registration tomorrow and we begin the 

 18 four panels at 9:30 tomorrow, so thanks again. 

 19 (Whereupon, at 4:12 p.m., the 

 20 PROCEEDINGS were adjourned.) 

 21 

 22 * * * * * 
 308 

 1 CERTIFICATE OF NOTARY PUBLIC 

 2 DISTRICT OF COLUMBIA 

 3 I, Irene Gray, notary public in and for 

 4 the District of Columbia, do hereby certify that 

 5 the forgoing PROCEEDING was duly recorded and 

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 8 under penalty of perjury; that said transcript is a 

 9 true record of the testimony given by witnesses; 

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 13 that I am not a relative or employee of any 

 14 attorney or counsel employed by the parties hereto, 

 15 nor financially or otherwise interested in the 

 16 outcome of this action. 

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 21 My Commission Expires: April 14, 2011 

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