[Senate Hearing 112-740] [From the U.S. Government Publishing Office] S. Hrg. 112-740 PERSPECTIVES ON MONEY MARKET MUTUAL FUND REFORMS ======================================================================= HEARING before the COMMITTEE ON BANKING,HOUSING,AND URBAN AFFAIRS UNITED STATES SENATE ONE HUNDRED TWELFTH CONGRESS SECOND SESSION ON EXAMINING THE HEALTH AND STABILITY OF MONEY MARKET MUTUAL FUNDS __________ JUNE 21, 2012 __________ Printed for the use of the Committee on Banking, Housing, and Urban Affairs [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT] Available at: http: //www.fdsys.gov / _____ U.S. GOVERNMENT PRINTING OFFICE 79-589 PDF WASHINGTON : 2013 ----------------------------------------------------------------------- For sale by the Superintendent of Documents, U.S. Government Printing Office Internet: bookstore.gpo.gov Phone: toll free (866) 512-1800; DC area (202) 512-1800 Fax: (202) 512-2104 Mail: Stop IDCC, Washington, DC 20402-0001 COMMITTEE ON BANKING, HOUSING, AND URBAN AFFAIRS TIM JOHNSON, South Dakota, Chairman JACK REED, Rhode Island RICHARD C. SHELBY, Alabama CHARLES E. SCHUMER, New York MIKE CRAPO, Idaho ROBERT MENENDEZ, New Jersey BOB CORKER, Tennessee DANIEL K. AKAKA, Hawaii JIM DeMINT, South Carolina SHERROD BROWN, Ohio DAVID VITTER, Louisiana JON TESTER, Montana MIKE JOHANNS, Nebraska HERB KOHL, Wisconsin PATRICK J. TOOMEY, Pennsylvania MARK R. WARNER, Virginia MARK KIRK, Illinois JEFF MERKLEY, Oregon JERRY MORAN, Kansas MICHAEL F. BENNET, Colorado ROGER F. WICKER, Mississippi KAY HAGAN, North Carolina Dwight Fettig, Staff Director William D. Duhnke, Republican Staff Director Charles Yi, Chief Counsel Laura Swanson, Policy Director Dean Shahinian, Senior Counsel Jana Steenholdt, Legislative Assistant Levon Bagramian, Legislative Assistant Andrew Olmem, Republican Chief Counsel Mike Piwowar, Republican Chief Economist Dana Wade, Republican Professional Staff Member Dawn Ratliff, Chief Clerk Riker Vermilye, Hearing Clerk Shelvin Simmons, IT Director Jim Crowell, Editor (ii) C O N T E N T S ---------- THURSDAY, JUNE 21, 2012 Page Opening statement of Chairman Johnson............................ 1 Prepared statement........................................... 26 Opening statements, comments, or prepared statements of: Senator Shelby Prepared statement....................................... 26 WITNESSES Mary L. Schapiro, Chairman, Securities and Exchange Commission... 1 Prepared statement........................................... 27 Nancy Kopp, Treasurer, State of Maryland Prepared statement........................................... 32 Paul Schott Stevens, President and Chief Executive Officer, Investment Company Institute Prepared statement........................................... 43 J. Christopher Donahue, President and Chief Executive Officer, Federated Investors, Inc. Prepared statement........................................... 110 Bradley S. Fox, Vice President and Treasurer, Safeway, Inc. Prepared statement........................................... 123 David S. Scharfstein, Edmund Cogswell Converse Professor of Finance and Banking, Harvard Business School Prepared statement........................................... 126 Additional Material Supplied for the Record Prepared statement submitted by the Financial Services Institute. 137 Letter submitted by Michele M. Jalbert, Executive Director-- Policy and Strategy, The New England Council................... 140 Prepared statement submitted by Jeffrey N. Gordon, Richard Paul Richman Professor of Law and Co-Director, Center for Law and Economic Studies, Columbia Law School.......................... 143 (iii) PERSPECTIVES ON MONEY MARKET MUTUAL FUND REFORMS ---------- THURSDAY, JUNE 21, 2012 U.S. Senate, Committee on Banking, Housing, and Urban Affairs, Washington, DC. The Committee met, pursuant to notice, at 10:04 a.m., in room SD-538, Dirksen Senate Office Building, Hon. Tim Johnson, Chairman of the Committee, presiding. OPENING STATEMENT OF CHAIRMAN TIM JOHNSON Chairman Johnson. I call this hearing to order. Today we will examine the health and stability of money market mutual funds, the impact of 2010 reforms, and the potential positive and negative consequences of additional proposed reforms from the perspectives of the industry's regulator, the industry itself, users of the industry's products, and an academic expert. I look forward to hearing the testimony and recommendations as the Committee continues its oversight of the financial markets. Because we are anticipating a series of 11 votes starting in an hour, we are going to forgo opening statements from the Committee's Members in order to begin the questioning of our witnesses. I will remind my colleagues that the record will be open for the next 7 days for opening statements and any other materials you would like to submit. I will also ask everyone to stick to 5 minutes for your questions. On today's first panel we have the Chairman of the Securities and Exchange Commission, Chairman Mary Schapiro. Chairman Schapiro, please begin your testimony. STATEMENT OF MARY L. SCHAPIRO, CHAIRMAN, SECURITIES AND EXCHANGE COMMISSION Ms. Schapiro. Chairman Johnson, Ranking Member Shelby, and Members of the Committee, I appreciate the opportunity to testify about money market mutual funds and the continuing risks they pose to our financial system. As we all know, during the financial crisis a single money market fund known as the ``Reserve Primary Fund'' broke the buck, triggering a run not only on that fund but on funds across the market. Within a matter of days, investors had withdrawn about $300 billion from prime money market funds, or 14 percent of those funds' assets. It was one of several destabilizing events during the crisis. To meet their customers' redemption demands, money market funds began selling portfolio securities into markets that were already under stress, further depressing the value of those securities and creating a vicious cycle. Soon, other funds holding those same securities were struggling to meet the demands of their customers and found themselves at risk of breaking the buck. The shock waves were widespread. Money market funds began hoarding cash and stopped rolling over existing positions in commercial paper and other debt issued by companies, financial institutions, and municipalities. This dramatically reduced the cash and liquidity available for those entities. In the final 2 weeks of September 2008, money market funds reduced their holdings of commercial paper alone by more than $200 billion. The runs on money market funds ended only after the Treasury Department took the unprecedented step of using the Exchange Stabilization Fund to guarantee more than $3 trillion in money market fund shares. While this step dramatically improved the market, it also put U.S. taxpayers directly at risk for money market fund losses. In the wake of the financial crisis, many have rightfully asked where were the regulators and why didn't they do more to address systemic risks. Having reviewed this issue closely and methodically since my arrival in 2009, I have come to understand that money market funds pose such a risk and others agree. Current and former regulators of both political parties have raised flags about the risks posed by money market funds and the need for reform, as has the Financial Stability Oversight Council. Two years ago, we at the SEC passed a series of measures to increase the resiliency of money market funds by instituting liquidity standards, reducing maturities, and improving credit quality, all important reforms and one of the first significant responses to the financial crisis by any Government regulator. But while these steps have been widely hailed, I said then and still believe that more needs to be done. That is because the incentive to run clearly remains. And since Congress specifically prohibited the use of the Exchange Stabilization Fund to again guarantee money market funds, this core part of our financial system is now operating without a net. There are several features of money market funds that can contribute to destabilizing runs. First, the stable $1 share price, together with a history of sponsor support, has fostered an expectation of safety. Based on a staff analysis since money market funds were first introduced, fund sponsors have stepped in with their own capital at least 300 times to absorb losses or protect their funds from falling below $1. When a sponsor does not or cannot support a fund, investors lose confidence and rush to redeem. Second, because an early redeeming shareholder can receive their full $1, investors have an incentive to redeem at the first sign of problems in a fund. Because large, sophisticated institutional investors are more likely to be closely monitoring investments and can move large sums of money very quickly, the slower-moving retail investors and small businesses will bear the full loss. And, third, if too many investors redeem at the same time, the fund can be forced to sell securities at fire sale prices, causing the fund to break $1 and depressing the broader short- term credit market. This spreads the contagion to other funds. It is for these reasons that I asked the staff to explore a number of structural reforms, including two in particular that may be promising. The first option would require money market funds, like all other mutual funds, to simply set their share prices based on the market value of the fund's underlying assets. But understanding that the dollar is important to investors who use this product, a second option would be to allow money market funds to maintain a stable value, as they do today, but require the funds to maintain a capital buffer to support the funds' stable values and to impose restrictions on redemptions. On many occasions, Members of this Committee have appropriately noted the importance of capital buffers. Here, a capital buffer would increase money market funds' ability to suffer losses without breaking the buck and would permit, for example, money market funds to sell some securities at a loss to meet redemptions during a crisis. If a large credit event occurred, the buffer could help manage the loss, and additional redemption restrictions or fees could slow the run, possibly supplement the capital and dramatically reduce the contagion to other funds and the system. These ideas and others are the subject of continuing analysis and discussion at the Commission. Of course, if the Commission were to propose reforms, there would be an opportunity for public consideration and comment. That would trigger a meaningful and informed public debate on this critical issue for the Nation's investors, taxpayers, and the financial system at large. It is essential that we address this risk now rather than waiting until the middle of the next crisis. Thank you, and I am, of course, pleased to answer your questions. Chairman Johnson. Thank you, Chairman Schapiro. We will now begin the questions. Will the clerk please put 5 minutes on the clock for each Member's questions? Chairman Schapiro, as a result of the 2010 reforms, funds now publish the assets they hold in their portfolios. What does the SEC know about money market funds that they did not know before the crisis? How has this new information informed the SEC's views on the risk of money market funds? Ms. Schapiro. Senator, I would say that the transparency initiatives that the SEC undertook in this connection have been extremely useful to us in monitoring the risks that money market funds are taking. I will also say anecdotally that every morning when I pick up the newspaper and read about an earthquake in Japan or problems in European financial institutions, the first question I ask our staff is: What is money market fund exposure to these incidents and to these institutions? What the data has done is it has given us a window into those exposures in a much more granular way, but it also helps us understand the risks that exist within fund portfolios. We have, in fact, hired a former money market fund portfolio manager to help us work through this data. I will say, we have noticed some interesting things, such as some fund managers are taking on significantly greater risk than others, although all their share prices are still priced at $1. We have also learned that while most funds significantly reduced their exposures to European banks in light of all the problems in the eurozone, some funds did not. These funds were actually able to capture higher yields, which is very enticing to investors but, again, shows you that the $1 share price can be a little bit misleading. The risks that funds are taking are not prohibited by our rules, but it is very important, obviously, for us to have a good handle on what those risks are. So we look at the data very carefully, and we worry about some of it. Chairman Johnson. Which one or two provisions in the 2010 reforms do you believe have been most beneficial? What analysis has the SEC conducted on the full impact and effectiveness of the 2010 reforms? And has such analysis informed your view on what worked well? Ms. Schapiro. Sure. Well, of course, we have studied the 2010 reforms very carefully. I would say from my perspective, the most valuable reforms have been the liquidity requirements--the requirement for 10 percent daily liquidity and 30 percent weekly liquidity, which are, in fact, exceeded on average by funds. But those have been the most helpful in meeting redemptions, particularly high numbers of redemptions that we saw, for example, this past summer. We have analyzed the 2010 reforms carefully. We believe they have served their purpose quite well. They do not solve for the problem we are most concerned with right now, which is the potential for a money market fund to suffer a severe loss as a result of a credit event and not be able to absorb that loss, and the propensity for there to be runs on money market funds. But that said, we think the 2010 reforms were extremely positive, and if we put out a release recommending further reforms, we will include in that a careful analysis of the 2010 reforms and why we believe we need to go further. Chairman Johnson. There are pros and cons with any policy proposal. What would be the impact of additional reforms such as floating net asset value, capital buffer, or redemption restriction on those who use and rely on money market funds, including municipalities, companies, and retail investors, if implemented? And do you agree with some who have suggested that additional reforms may cause investors to move assets out of the money market funds? Ms. Schapiro. Well, Senator, that is a question that I could answer over a very long period of time, but I think clearly additional reforms in this area will have costs associated with them, and we would intend in our release to fully analyze not just operational administrative costs, which could come from systems programming or other kinds of changes, but also competitive issues and opportunity costs and the full range of costs and benefits. But I believe the costs would be far, far outweighed by the benefits of forestalling another potentially devastating run, as we saw in 2008 when Reserve broke the buck. We will also try to measure the 2008 costs, but they are the costs of damaged investor confidence. They are the costs of funds frozen in order to liquidate and investors not having access to their accounts during that period. They are the costs of a short-term credit market freezing up and public companies and others not being able to issue commercial paper or have their commercial paper rolled over. They are the costs of small businesses and individuals not being able to access their cash management accounts and make payrolls or tuition payments. The implications of another run for our economy are very broad and very deep, and so those are costs we need to take into account as well as the costs, of course, of any proposed changes, whether it is floating NAV or capital. Chairman Johnson. Senator Shelby. Senator Shelby. Thank you. Chairman Schapiro, in your written testimony, you mention, and I will quote you, ``runs with potential systemic impacts on the financial system'' as a justification for additional money market fund regulation. Has the Financial Stability Oversight Council designated any money market funds or activities as ``systemically important''? Ms. Schapiro. Senator, as you know, in the annual report of the Financial Stability Oversight Council, money market funds were discussed at length as a weakness and potential systemic risk for the U.S. financial system. The FSOC has not designated any institutions at this point as systemically important financial institutions. Senator Shelby. Yesterday the Wall Street Journal reported that a new SEC study has found that money market mutual funds received financial support from their sponsors more than 300 times since the 1970s, and that is about 100 more times than previously reported. Did the Commission, Madam Chairman, review or approve this study? And if so, could you provide a copy of the study to this Committee? And how many times, if I could add, have money market funds required sponsor support since the 2010 reforms? Is that too much? That is a lot. Ms. Schapiro. It tests my ability to remember, but I hope that you will remind me of any pieces of this that I have forgotten. Senator, the staff did a tabulation, essentially--not really a study--a tabulation of occasions where sponsor support has been given to money market funds. It does not even include all kinds of sponsor support, so I actually believe that the number may be conservative. But essentially it is a tabulation of many instances where people came to us in order to get authority to do sponsor support because what they wanted to do was an affiliated transaction, which would be a violation of the SEC rules. I would be more than happy to provide the information to the Committee. As I said, it is likely a conservative number because those instances that came to the Commission staff's attention because relief was sought or we were notified about the support that was given. I believe that Moody's reported a number somewhere in the vicinity of 200, and I do not know exactly what data looked at and over what period of time. I know our staff reviewed everything back to the inception of money market funds in the 1970s. I will say, just as an example that our staff may have had a different baseline at Moody's, that Moody's reported that during the financial crisis, 62 money market funds required support from their sponsors, but they looked only at the 100 largest funds as an example. Our staff looked at everything back to the inception of money market funds in the 1970s. Senator Shelby. Madam Chairman, did the SEC work with the Federal Reserve in developing the 2010 money market fund reforms? And if so, would you explain to us the Fed's involvement, if any? Ms. Schapiro. Senator, I would be happy to supplement the record with the specific but I am not sure to what extent the staff consulted with or talked with the Federal Reserve Board staff with respect to the 2010 reforms. They may well have. I just do not know the extent of it. Senator Shelby. Is the SEC currently working with the Federal Reserve in developing further reforms? Ms. Schapiro. Yes, our staffs have had lots of conversations about the potential reforms. Senator Shelby. OK. Chairman Schapiro, multiple Fed officials have included discussions of the risks posed by money market funds in recent speeches on shadow banking. Are money market funds so-called shadow banks? Ms. Schapiro. I am not a big fan of the expression ``shadow banks.'' I would say money market funds---- Senator Shelby. How do you define it, too, right? Ms. Schapiro. Right, exactly. I would say that money market funds are hugely important and popular investment products in our economy, and they are important for millions of investors, and they have generally been well and responsibly managed. So this is not in any way about ``shadow banks'' or negative connotations. This is about my belief that their structure presents systemic risk that, as Chairman of the SEC, I think it is important we talk about and debate openly and publicly. Senator Shelby. Should the Fed be the primary regulator of money market funds? Ms. Schapiro. I think the SEC is a fine regulator of money market funds. I think they are at the end of the day--and this is part of what is lost in this discussion--investment products. And the SEC is truly the Federal Government's expert on investment products. The confusion or the complication is that their value does not fluctuate like investment products can, should, and do because we have the fiction of the stable net asset value. Senator Shelby. Thank you, Mr. Chairman. Chairman Johnson. Senator Reed. Senator Reed. Well, thank you, Mr. Chairman. I want to commend you and Ranking Member Shelby for holding this hearing because, looking back over the last several years, there were many, many issues that had potential dire consequences to the financial system which were not examined, even though they were small risks, it appeared, but the consequences were, as we discovered in 2008 and 2009, extraordinary. So I think this is a very, very important topic. Let me follow up a question that Senator Shelby posed; that is, the Financial Stability Oversight Council has not designated a mutual fund as systemically important and subject to regulation, but they can do that. Is that correct? Ms. Schapiro. I believe that we could designate individual funds as systemically important or the activity of maturity transformation or credit intermediation or whatever as systemically important activities. Senator Reed. And that raises a possibility that if the SEC does not promulgate a rule which would apply to all mutual funds, then the FSOC could pick out, presumably, the largest funds and impose restrictions or impose operating procedures on them under their authority. Is that a fair estimate? Ms. Schapiro. I think that is right. We are working to refine what criteria would be used for asset managers in designating them as systemically important. But I believe that is right. Senator Reed. So you could have essentially a system in which some are regulated and some are not. I would presume anything the SEC did under the Investment Act would apply to every mutual fund equally. Ms. Schapiro. It would apply to all 2a-7 money market funds, and the risk of having some designated and some not designated is that, of course, a run can start on a particular fund, but the contagion spreads it very quickly across many money market funds because, frankly, there is no incentive not to run. If you can get your dollar out as an early redeemer, why would you take the chance and stay in a fund and potentially have to bear the losses? Senator Reed. And as you point out, most of the institutional investors have the most connectivity to the fund, they monitor it on an individual basis, unlike retail investors, and they typically under the present rules could withdraw their funds at the full NAV, the dollar NAV, and then at the end of the line, others might get less. Is that correct? Ms. Schapiro. That is right. The tendency is for the losses to be concentrated in the remaining or the slower-moving shareholders, which are always retail investors and, small businesses, not the largest institutions, that are, in fact, monitoring their funds. Senator Reed. One of the issues that was also raised by Senator Shelby is that your testimony about 300 essentially situations where the sponsor of the fund stepped in and provided capital, which raises the issue, if that is the norm, if they have both the intent and the capability of doing that, then essentially the funds can police themselves. But that raises another issue about both the capacity of these funds and their willingness. And perhaps the notion in terms of the--is there any consideration to--I know stress-testing of the financial companies are popular now, but looking at the capacity of funds to be able to support--or sponsors to be able to support their funds as something that you would consider? Ms. Schapiro. We do have stress-testing now as part of the 2010 reforms, but it is really stress-testing the portfolio of the funds as opposed to testing their capacity and willingness to step in and support a fund that is in danger of breaking the dollar. The real concern about that is not that it is necessarily a bad thing to have sponsor support and prevent a fund from breaking the dollar. It is that there will come a time when a fund will not have, as you say, either the capacity or the willingness to step in and support its fund, and investors believe that there will be support because history has shown us that in hundreds of instances funds have stepped in to do that. And, of course, history has shown us that when things got very bad, the Federal Government stepped in to do that. So experience is trumping their theoretical understanding that these are at risk. Senator Reed. A final question. I am concerned about the impact on municipal participants. Many municipalities, State and local governments, use money market funds in a very efficient way to manage their case. Are you looking seriously at any impact that that could have on municipalities, particularly at a time when, frankly, they are all under real siege because of the local and national economy? Ms. Schapiro. Absolutely. We obviously have concerns. We have listened carefully to State and local governments and their concerns about money market funds. It has really come from two perspectives. One is that they use them as cash management vehicles and they need a stable-value product to do that, which is one reason we have an option for capital which would allow the product to stay a stable-value product. Their other concern is whether money market funds will continue to exist and be able to buy municipal securities. I would note that only about 10 percent of the total municipal securities are held by money market funds. It is a larger percentage for very short-term paper, but I believe money market funds will continue to exist, and they will continue to invest in municipal securities. But if a municipal treasurer cannot bear the risk of loss of even a penny a share in their cash management account, one has to wonder whether a money market fund really is the right place for them to be in the first instance because they do have that risk if the fund breaks the buck. Senator Reed. Thank you. Thank you, Mr. Chairman. Chairman Johnson. Senator Toomey. Senator Toomey. Thank you, Mr. Chairman, and I, too, would like to thank you for having this hearing, and the Ranking Member as well. This certainly is a very, very important topic, and I appreciate the chance to have this discussion. Thank you, Madam Chairman, for being with us today. In a footnote on the first page of your testimony, you acknowledge that the views of your testimony are your views and not the views of the Commission. Ms. Schapiro. That is right. Senator Toomey. Is it fair to say that the views that you have expressed, in fact, do not represent the majority of the Commission? Ms. Schapiro. Senator, I guess I would not say that. Clearly the Commission as a whole has not joined me in this testimony. I think that some would tell you that they still have open minds and they want to engage with the document from the staff when it is circulated, see what the proposals are, see what the cost/benefit and other analyses are. But you are right that some of them have expressed their views that nothing more needs to be done, that the 2010 reforms were sufficient. But I am hopeful that we will have the debate that I think we need to have. Senator Toomey. I will go out on a limb. It seems to me that there is a majority on the Commission that does not share your view on this. But we will see how this develops. I also want to make the point that the disclosure that there were 300 instances in which there was some voluntary support succeeded in getting some sensational stories written. But the fact that it came without the accompanying analysis and without the accompanying data so that people really cannot evaluate is it pretty unfortunate because there are--I have seen articles in which people leap to conclusions that may not be supported by the data. And I would like to drill down a little bit into this topic since you have raised this and seem to be making this an important basis for suggesting that we need some really extraordinary new regulations. The Boston Federal Reserve Bank recently cited that there were 47 instances of direct support between 2007 and 2010. In a recent speech, Federal Reserve Governor Tarullo referred to around 100 instances between 1989 and 2003. Moody's reported in 2010 that there were 181 cases between 1980 and August of 2009. My first question is: Is everybody using the same definition of what constitutes support? Ms. Schapiro. They may not be, and they may not also be looking at the entire universe of money market funds, as I said earlier. Senator Toomey. Right. OK. So could you tell us what is the definition that you have used to define an instance of this voluntary support that gets you to this count of 300? Ms. Schapiro. Yes, I believe we have used, a pretty conservative evaluation, looking at those instances for example where money market funds came to the staff of the SEC and sought authority to essentially violate the affiliated transactions rules by making a contribution to the fund. We have generally talked about it as buying out distressed paper, entering into a capital support agreement, or a letter of credit. We did not count renewals of capital support agreements, and we did not count other types of potential contributions. Senator Toomey. OK. So a credit agreement is essentially a conditional support. If that was never drawn on, does it still count toward the 300? Ms. Schapiro. Yes, because it still shows up as a liability on the balance sheet. Senator Toomey. OK, but there was no credit event that occurred, there was no adverse outcome for the fund; it was simply an arrangement that was made and was never used in that case. Another question: Do you distinguish between significant and de minimis amounts of support? Ms. Schapiro. No, and I do not actually think that it is necessarily relevant to distinguish between them. If a fund is going to break the buck, it is going to break the buck, and capital support is there. It contributes to the understanding of investors. Senator Toomey. Well, I mean, if it is a de minimis arrangement, then it is not clear that the consequence would be breaking the buck. But let me ask another question. In the event that a sponsor had an agreement to purchase securities and the securities eventually paid in full, would that still count as one of these instances? Ms. Schapiro. Yes, it would. Senator Toomey. OK. How about the number of instances since the 2010--precisely how many of the 300 occurred after the new regulations were imposed in 2010? Ms. Schapiro. My understanding is that since 2010 there have been three sponsor support occasions that were necessary because of the downgrade of a foreign bank. I believe it was a Norwegian bank. Senator Toomey. But it is very hard for us to evaluate when you say ``necessary'' without--I mean, we just went through a number of examples in which support is defined in ways that certainly would not suggest to me or I think to many people that there was any real danger. And my concern is that this is the impression that is being created, that these are all instances about which we should be very concerned, when, in fact, it sounds as though many of them are not terribly disturbing. Ms. Schapiro. Senator, as I said, I am more than happy to provide the background information to you, but I think it is also important to note that money market funds come to us and ask us for the authority to enter into these arrangements. So these are not generated by the SEC. These are generated---- Senator Toomey. No, I understand. They are heavily regulated, and they are forced to come to you for permission to do many things. But that does not mean the thing they are forced to request permission for are necessarily disturbing or evidence that there is a problem here. So you will give us public release of all the data and the analysis that accompanied it. When do you expect we would be able to get a chance to look at that? Ms. Schapiro. I would endeavor to get it to you as quickly as possible, in the next couple weeks. Senator Toomey. OK. I just would like to make the general point and just wrap up my time. Your testimony, which I read closely, in my view you are portraying an industry that is extremely vulnerable, that has all these risks of runs, and I really find that extraordinary in light of the actual history. When you think of the way this industry has thrived for decades, that have seen so many extraordinary events, serious recessions, bouts of inflation, the crash of the S&L industry, all kinds of devastating natural disasters, 9/11, all the while prior to the financial crisis of 2008 there were thousands of bank failures, individual years in which hundreds of banks failed, and during all that time one money market fund broke the buck. There was no run, there was no contagion, and investors got 96 cents out of every dollar. Then along comes the financial crisis. It is the worst since the Great Depression. Investment banks go down in smoke. Commercial banks crumble. An entire industry is wiped out. The big wire house broker-dealers no longer exist, all either forced to be bought or convert their charter. And while the entire financial services sector is virtually collapsing and seizing up, the panic that seized this whole sector did, in fact, affect some of the money market funds somewhat; one of them broke the buck, extraordinary measures were taken. I understand all that. And then you impose new regulations that you talked about: liquidity and maturity and credit enhancement and more transparency. And since then, we have had another round of real stresses, you know, an ongoing terrible recession, European credit crisis, downgrade of the U.S. Government, considerable redemption pressure, and not a single problem in this whole industry. No one gets in trouble. And now without having had a chance to look at this data that you cite and citing the very characteristics that have been in place from the very first day of this industry, you are telling us that this is a very vulnerable industry and there are great threats of a run and using that to justify regulations that I think threaten the very existence of this industry. Chairman Johnson. Senator Menendez. Senator Menendez. Thank you, Mr. Chairman. Madam Chair, thank you for your service. I am not sure which analysis you are referring to that you are going to make public, because I had a line of questions about your analysis process, and for which reforms are you talking about? Ms. Schapiro. Sure. I was asked by Senator Shelby and Senator Toomey to provide the background on the 300 occasions where there has been capital support provided to money market funds. Senator Menendez. OK. So my question then is: Have you at the SEC studied the impact of the SEC's 2010 changes on money markets? Ms. Schapiro. Yes, we have. And in the release, if we publish one, laying out potential further reforms, we would, of course, lay that full analysis out. But I will tell you we believe the 2010 reforms worked extremely well for what they were designed to do, which is to assure that there is sufficient liquidity in money market funds to meet heavy redemptions. And as we saw through last summer in Europe when there was a period of extraordinary redemptions, they performed very well. But even during that 3-week period from June 14th on, about $100 billion was withdrawn from money market funds. That compares to $300 billion withdrawn from money market funds in just a few days after Reserve broke the buck. So I would disagree that there was no run. There was clearly a run in 2008. The goal here is to not demonize an industry. As I said, this is an industry that has performed very well, has structural weakness---- Senator Menendez. I do not want to spend my time with you answering Senator Toomey. Ms. Schapiro. I am sorry. I apologize. Senator Menendez. I appreciate that you want to do that, but that is good for Presidential debates. [Laughter.] Senator Menendez. Let me ask you this: Are you going to release the impact of the 2010 changes before you move on to your next set of reforms? I mean, I think some of us would like to know what in essence those 2010 changes did before you move on to a next set of reforms to get a sense here of the impact? For example, you know, how much have they reduced systemic risk, the 2010 reforms? Have they reduced systemic risk? And if so, by how much? Ms. Schapiro. We could certainly do that, and as the Chairman has said, the record will be open for a period after the hearing. We could provide that in the form of a response on the record. Senator Menendez. OK. Let me ask you this: Have you done an analysis of your proposed reforms that are coming down the pike that you can share with us? Ms. Schapiro. Well, that would be in the form of a proposed rule recommendation with lots of alternatives and options and lots of questions. That would include a compliance cost/benefit analysis of the proposed options, floating net asset value or capital buffer with redemption restrictions, and also a cost/ benefit analysis compared to what the costs are of a run to our economy, and all the alternatives, where money might flow if it were to flow out of money market funds as a result of any reforms. So we have quite a detailed cost/benefit and economic analysis in the proposing release. Senator Menendez. In that analysis, are you going to define the reforms both on safety and soundness but also on whether investors will be willing to invest in these funds? Ms. Schapiro. Yes, we would look at what the competitive impacts might be of any reforms. Senator Menendez. And do you believe--I have heard some criticism that there is not a wide enough array of options being considered. Ms. Schapiro. Well as you might recall, the President's Working Group in 2010 published a report that laid out more than half a dozen options for reform, including capital and floating NAV, but also a liquidity facility, converting money market funds into special-purpose banks, and there were four or five other recommendations there. Senator Menendez. Well, I am concerned about the net asset value of fluctuation, and that is one that I think is problematic, and I think we have written to the Commission, along with others, expressing that view. How much would capital buffers cost, and how much would they reduce systemic risk? Ms. Schapiro. Well, it depends on obviously how you structure a capital buffer. I think that a quite small capital buffer coupled with limitations or fees on redemptions would permit you to have a small buffer, and yet require redeeming shareholders to bear the loss, some of the loss, some of the costs of their redemptions. At the same time, the small buffer would allow you to have fluctuations that could be absorbed on a day-to-day basis. So we will try to cost out in our release what the cost of capital would be. Senator Menendez. But right now you cannot tell us how much that would reduce systemic risk, what you are proposing? Ms. Schapiro. Well, I think that is part of our analysis, but I think a capital buffer would allow the money market fund to maintain the stable value, as it does today, but support it through the absorption of relatively small mark-to-market losses that occur without breaking the buck. Senator Menendez. Thank you, Mr. Chairman. Chairman Johnson. Senator Crapo. Senator Crapo. Thank you, Mr. Chairman. And, Chairman Schapiro, I want to follow up a little bit on Senator Menendez's questions about the analysis that you have made. It is my understanding that if money market funds were forced to float their net asset value, there is a great concern about the fact that the flow of hundreds of billions of dollars of both corporate and municipal financing would be severely disrupted. Have you or your staff undertaken any studies as to how the reforms that you have floated might affect the ability to investors to continue to use money market funds as an effective cash management tool? Ms. Schapiro. Absolutely, part of our analysis is the impact on State and municipal governments' use of money market funds for cash management, and we understand that many of them operate under legal requirements to utilize a stable-value product. That is one reason we are proposing alternatives. If you need to use a stable-value product, then there is a capital alternative that would allow the money market fund to still price at $1. But we will look at the cost implications for municipalities of both the cash management aspect of money market funds but also their capacity to buy State and local paper. Senator Crapo. But at this point have you reached any conclusions as to what kind of disruption might be caused in the economy if you--in the development of capital in this context? Ms. Schapiro. We have obviously had conversations with State and local governments. We held a roundtable last year where we had participation from State and local governments talking about the issues and their concerns. Will they need to have additional staff? Will they have to change their programs? Senator Crapo. And what conclusions have you come up with from those conversations? Ms. Schapiro. Well, part of our release is to seek specific economic data about what those costs would be and then be able to compare those costs against the costs of the potential for a run that freezes money market funds, suspends redemptions, and gives them no access whatsoever to their cash management vehicle. Senator Crapo. OK. In April, a committee of the International Organization of Securities Commissions issued a report on the money market funds that included proposals to float the net asset value or imposed other varieties of capital buffers. Three of the five SEC Commissioners issued, I think, a rare statement that said that that report does not reflect the views and input of a majority of the Commission. My question is: Who at the SEC did provide the input on this report? And were the three dissenting Commissioners consulted? Ms. Schapiro. The staff works with IOSCO on an IOSCO committee that was dealing with these issues. The Commissioners did disagree with the conclusions. Those disagreements were registered at the highest levels of IOSCO. The paper was published prematurely, quite honestly, through a genuine miscommunication in the process at IOSCO, before the Commission was able to register that there was not a majority of the Commission's support. But I should emphasize this was a consultative staff paper seeking comment on a broad range of potential options. Senator Crapo. All right. Thank you. Professor James Angel from Georgetown University makes the point that it is extremely important to distinguish between a destabilizing run and an orderly walk. In a run, apparently, as he says, the funds are forced to sell assets at potentially distressed prices, potentially destabilizing money markets. In a walk, the funds can be used in a normal cash-flow manner from maturing assets to meet redemptions. Are you focusing on that kind of distinction? Do you agree with that distinction in the first place? And do you think that the reforms that you are talking about properly take into account that kind of distinction? Ms. Schapiro. I think the reforms do take into account that kind of distinction. Our concern is the propensity to run. Our concern is not to keep money market funds in business or to limit people's ability to withdraw and move their money from fund to fund, but our concern is the destabilizing run such as we saw in 2008. And we are very focused on that. We have had a number of our staff look at Professor Angel's report. I think it contains assertions and conjectures and, frankly, qualitative statements, but not the kind of quantitative data and analysis that we would expect to include along with our reform proposals. Senator Crapo. So although you may disagree with his analysis, you do agree with the distinction that there is a difference between a run and an orderly walk, as the term has been used? Ms. Schapiro. I think when a fund breaks the buck, it is very hard to have an orderly walk because a fund is likely to suspend redemptions, which freezes everybody in place, including people who need access to their funds for cash management purposes--payrolls, tuitions, mortgage payments. And so my concern is about the potential to break the buck because of the brittleness of the $1 value and that leading to a run. Senator Crapo. Thank you. Chairman Johnson. Senator Warner. Senator Warner. Thank you, Mr. Chairman. Let me also thank you and the Ranking Member for holding this hearing. I want to go back to some of the comments that Senator Reed and Senator Toomey made. You know, I share, Chairman Schapiro, your concern that if you have got to have an intervention and whether that intervention is de minimis or larger, if it is breaking the buck, it has the potential of starting and unraveling. The interesting thing, though, is that when we look at the FSOC, normally we go after the largest systemic important institutions. My sense is--and I am anxious to see the data as well--that the largest money market funds are probably the safest in terms of shoring up if they get into this gray area, and it really is the smaller ones, the ones on the fringe that may be providing the most threat to the system. And I guess this again goes back to--I want to comment a little bit more about Senator Reed's questions about--and I know there is not an equivalency of some type of stress test or analysis. Could you speak to that a little bit more? Ms. Schapiro. Sure. I think the stress test is an interesting idea, the stress test with respect to the capacity to provide capital. I think the problem is if there is going to be capital support, it ought to be explicit capital support. Investors ought to be able to know that it will be there when it is needed, not be left to wonder whether the sponsor is still capable of providing that support, or still willing to provide that support. And I think that is why my view is that we need to move forward with a rule that would require either a floating net asset value or a capital buffer coupled with some kind of redemption fee or limitation in order to ensure that those who redeem early are bearing some of the costs---- Senator Warner. So in a sense no differentiation between those money market funds who have had long, stable relations, everybody would be in the same pot, right? Ms. Schapiro. Well, I think---- Senator Warner. And with the capital buffer, if we are going to go on the capital buffer, would the capital buffer be for, you know, a Lehman-style collapse? Or would the capital buffer be just kind of in the normal course to have a small reserve here so that if there was something that kind of got you near that de minimis cushion? Ms. Schapiro. I think one of the---- Senator Warner. Or would that be part of the review and analysis you are trying---- Ms. Schapiro. Well, that is certainly part of the analysis, the Reserve Fund was about a $62 billion fund, but I do not believe a household name. They held only about 1.2 percent of their assets in Lehman paper, a $785 million investment. When they broke the buck, yes, admittedly it was at a time of general crisis in the economy, but it spread rapidly to many, many other money market funds. And if you read former Secretary Paulson's book, he talks about really standing on the edge of the cliff, hearing from money market fund managers who just did not know what was going to happen to them because redemptions were going through the roof. And if they were going to have to sell securities into this very depressed market in order to meet redemptions, they were going to create this spiraling down that would be very, very difficult to stop, which is why Treasury did step in and, to the tune of more than $3 trillion, guarantee all money market funds. Senator Warner. But if you had to put a capital buffer to be in place for that level of potential contagion, wouldn't you potentially really disrupt this whole---- Ms. Schapiro. I think a capital buffer to contain that level would be prohibitively expensive and probably does not make sense, which is why you could have a much smaller capital buffer if it is coupled with some kinds of limitations on redemptions so that at least the losses are borne by all redeemers, not just those who are left at the end of the day. Senator Warner. But, again, your notion here on these reforms would be systemwide, not with some analysis of those funds that are graded stronger versus those that are more on the periphery? Ms. Schapiro. I think it needs to be explicit. I think investors need to understand will the capital be there or will it not be there, and a uniform capital requirement or capital buffer or NAV buffer has that benefit to it. Just to assume that because a sponsor never had to support its money market fund in the past means it never will in the future would be very concerning to me because, in fact, that is what---- Senator Warner. Let me just ask one last question. Is there any sense of--since you have seen improvements since the 2010 reforms, have you looked at other things in terms of additional liquidity requirements as opposed to some of the reforms you are looking at? Are there other ways to get at this protection without looking at the two options you have looked at so far? Ms. Schapiro. We have. As I said, the President's Working Group published a paper that laid out lots of different options: a liquidity facility, converting these to bank products, special-purpose banks, a two-tiered money market fund structure where you would have tighter restrictions on a stable value fund and less tight on a floating rate fund. There were several other alternatives. We took comment on those. We also held a roundtable on those. And we are open--and I should say this adamantly--we are open to continuing to discuss options. We have had lots of very constructive conversations with industry, but I think we have to get at the structural weakness, and I am not sure just enhanced liquidity requirements going to 50 percent weekly liquidity, for example, rather than 30 percent would get us there. But, again, if we can put a release out, we can have this discussion in far more concrete and specific terms with some economic analysis to accompany it. Senator Warner. Thank you, Mr. Chairman. Chairman Johnson. Senator Bennet. Senator Bennet. Thank you, Mr. Chairman, and I thank you and the Ranking Member for having the hearing. And, Madam Chairman, it is nice to see you again. Thank you for your service. I have actually lived this as a former school superintendent. I have seen the huge importance of money market funds to school districts and to municipalities, both for cash management but also for financing. And I also saw the challenges that arise when there is a run, and it is hair raising. But I think we need to be really cautious about this because I think the costs are potentially very real and very large for municipalities, for school districts, for local government, and there has been a lot of general talk about that today. I wonder, have you done specific analysis yet on the potential costs to these local governments? Ms. Schapiro. Yes, our release will talk about, to the extent we have data on the potential costs to municipalities and State issuers, as well as on them and their capacity using these vehicles for cash management. But we will also seek additional data and input on those very issues. We recognize this is not a costless proposition by any means. I spent time with a number of members, from Colorado in particular, but other States as well, after Reserve broke the buck and I was brand-new at the SEC, and those members were frantic because their local governments could not access their accounts at Reserve. Senator Bennet. I was there and I know it, and so having lived it, I have seen it, and still I am deeply worried about the unintended consequences that might arise here, because what I know in our case is that the financing we were able to do dramatically improved the conditions for kids in the Denver public schools who for the first time actually in our history are seeing resources added back to their classrooms, while districts around us are having to cut back. And had the transaction not been one that we could have done, that would not be the case today. So I guess my plea as you go forward is one for precision and for paying very close attention to what effect this might have on liquidity at the local level, not for the municipalities themselves, not for the school districts themselves, but for the people that we serve in those places. Ms. Schapiro. Absolutely. We recognize that these are incredibly valuable tools, and our goal is to make them stronger and better able to withstand---- Senator Bennet. I wanted to ask a question that I heard a little earlier, maybe in a different way, and it is a hard one, sort of, because it asks you to look back. But if you look back to--you know, had the Dodd-Frank Act law been in place and had the 2010 reforms been in effect 4 years ago, what do you think the likelihood is that the Reserve Fund would have broken the buck? Is it possible that requirements under Dodd-Frank would have reduced the likelihood that Lehman Brothers, in which the Reserve Fund was heavily invested, would have been in such terrible shape? Would the liquidity requirements and improved credit standards in the 2010 reforms have affected the wherewithal of the Reserve Fund under such circumstances? Ms. Schapiro. I do not know that the 2010 amendments would have been enough. I think they have been very valuable. I think they have contributed to the resiliency of money market funds. But they do not address a sudden credit event that causes a loss, which is what we had in Reserve when Lehman declared bankruptcy and the paper was valued at zero. Those reforms, while they require more liquidity, they require shorter maturities, they require higher quality, they do not address a sudden credit event. They really do not address or alter the incentive a shareholder has to run if they even fear losses because there is no penalty to getting out quick. There is a real penalty to hanging around, potentially. I do not think they address the unfair results that can occur when a sophisticated institutional investor gets out quickly and losses are concentrated with retail investors or retail investors are left in a frozen fund and cannot access their liquidity. So I do not think they would have been enough, and that is really why we are here today. Senator Bennet. Thank you, Mr. Chairman. Chairman Johnson. Any additional questions for Chairman Schapiro can be submitted for the record. You may be excused. I will now ask the witnesses of the second panel to quickly take their seats. We welcome you and thank you for your willingness to testify before this Committee. The Honorable Nancy Kopp is the treasurer of the State of Maryland. Mr. Paul Schott Stevens is the president of Investment Company Institute, the national association for investment companies. Mr. Christopher Donahue is the president, CEO, and director of Federated Investors. Mr. Bradley Fox is vice president and treasurer of Safeway. And, finally, we have with us Professor David Scharfstein, the Edmund Cogswell Converse Professor of Finance and Banking at Harvard Business School. Because we are running short on time, we are going to move right to questions of our second panel. Each of our witnesses statements will be submitted for the record. I will ask the clerk to put 5 minutes on the clock for each Member's questions. Professor Scharfstein, please describe the causes of the run on money fund in September 2008 and the reasons why after the 2010 reforms you recommend further reforms to preserve financial stability? Mr. Scharfstein. Thank you, Senator. The run on the money funds in September of 2008 was triggered by the failure of Lehman Brothers. Actually, in the months--in the year, actually, leading up to the failure of Lehman Brothers, recent research shows that not just their Reserve Primary Fund but a whole host of other funds took the opportunity to increase risk in their portfolios. There were stresses in those markets at the time, increased yields on various forms of paper that was issued by financial institutions, and those funds increased-- not all but quite a few--the risk of their portfolios. And so there was a lot of exposure to risky paper in those funds, and so when Lehman failed, there was a run on the Reserve Primary Fund. Institutional investors--the run basically occurred by institutional investors, not retail investors--pulled their funds out. The 2010 reforms are desirable. They go some of the way. But I would say that they are not enough, and I think if you look at the recent experience with the European sovereign debt crisis, what we saw was a similar event that happened--not as extreme. The run was not as quick. It was more a trot. What we saw, though, was, again, funds increasing their risk and their exposure to euro zone banks, and when the crisis escalated last summer, what we saw was large withdrawals from those funds. Those had implications for foreign banks, which are the main users of the money funds. They are the main issuers into the money funds as the foreign banks. And that created a dollar funding problem for them, which spilled over and I think has affected the ability of those banks to make loans to U.S. firms and other companies that need dollar funding. I would also say that the liquidity requirements as part of that fund also kind of get in--are at cross-purposes with other efforts that are in place to try to get U.S. banks to fund themselves in a more long-term basis. If you require money funds to hold short-term paper, that means that banks are going to be issuing more short-term paper, and part of what we are trying to do is get banks to fund themselves in a more stable way as well. Chairman Johnson. Ms. Kopp and Mr. Fox, what impacts have the 2010 SEC reforms had on users of money market funds such as State Governments and companies? Ms. Kopp, please begin. Ms. Kopp. Thank you, Senator. As you know, the States and local governments--and I am here representing 13 organizations of State, local, and municipal governments--use money market funds for liquidity, for money management, as well as for financing. And the fact is that the increased tightening of the credit standards, the shortening of the duration, the enhanced disclosure of having on the Web site the total portfolio has made it more possible for us to compare the sites, to compare the funds, and to go where we have to go. But as you know, we use these funds for daily liquidity, for managing our money, and that is our main concern. It has made it simpler. We think they have been very important. We think there has not been a lot of time since 2010 to measure all of the impact. But what the professor called a trot and the Senator called a walk, both I think are testament to the fact that we have not had runs. Chairman Johnson. Mr. Fox, what are your views? Mr. Fox. I would agree as well. I think the money market funds have been extremely efficient allocators of capital from investors to borrowers. In the corporate marketplace, some 40 percent of all corporate commercial paper is purchased by 2a-7 money market funds. The improvements and the reforms from 2010 in liquidity, safety, and transparency have only enhanced the role that they play in the marketplace, and, you know, I think that is shown with the fact that there are $900 billion invested currently in prime money market funds, 2a-7 prime money market funds from institutional investors. So they have proven very resilient in the face of very serious global market turmoil from the European debt crisis. Chairman Johnson. Senator Shelby. Senator Shelby. Thank you, Mr. Chairman. I will direct this question to Mr. Stevens and Mr. Donahue. Some have argued that a product that seeks to maintain a stable net asset value while investing in instruments that can decline in value is essentially maintaining a fiction. Is the stable net asset value money market fund a fiction? Mr. Stevens. And if it is not, why not? Mr. Stevens. It is clearly not, Senator. Senator Shelby. OK. Mr. Stevens. We have actually done a considerable amount of empirical analysis of the variability of funds' net asset values per share over extended periods of time. The degree to which they fluctuate is really quite marginal. You can look at it in periods of stress. You can look at it over long periods of time. Senator Shelby. Does it depend on what you are investing in? Mr. Stevens. Well, we invest--you are absolutely right. We invest only in the shortest, highest-quality paper that is available. Senator Shelby. And that is the protection, is it? Mr. Stevens. That is what under the structure of Rule 2a-7 permits funds to keep their net asset value per share with a great deal of precision around $1. Senator Shelby. Mr. Donahue, do you have any comment? Mr. Donahue. We had a hearing back with the SEC, an administrative law hearing, in the late 1970s on this exact subject, and it was the same issues and the same question. The SEC is in effect looking for a redo here. But the reason that the NAV is solid at a dollar and not a gimmick or whatever is precisely because of the portfolios and the credit work to hold the maturity and all of the enhancements that were added in 2010, like Know Your Customer. So it is a solid thing that has gone a great thing for the American public. Senator Shelby. Ms. Kopp and Mr. Fox, have the disclosure requirements improved your ability to manage cash? And would your ability to manage cash, which is very important, be further improved if the information was provided in real time or near real time? Ms. Kopp. Well, if you are talking, Senator, of going to a floating rate NAV---- Senator Shelby. Right. Ms. Kopp. ----when you are talking about real time, let me just make it clear that, first of all, throughout the country there are laws and ordinances, particularly with local government, that require a stable-value vehicle. So they would have to change all of those laws to pull out--or pull out their money. Last week, the GFOA, which met--the local finance people met in Chicago, and there was a clear consensus, almost unanimous, that they would simply be forced to move out, A, because of the law; and, B, because their accounting systems simply do not allow them to go to that system. So they would have to go to banks, presumably, which are less transparent and not safe. Senator Shelby. Do you agree with that, Mr. Fox? Mr. Fox. I think from a systems standpoint, it would be very difficult to monitor a floating net asset value from money market funds, and corporations would simply not use them as investment vehicles. The transparency from the 2010 reforms has been very helpful. We look at these portfolios. We understand where they are invested, and we are comfortable with the stable $1 net asset value. Senator Shelby. I will direct this first to Professor Scharfstein. What should be done to decrease the expectation of another taxpayer-funded bailout of the money market fund industry? Is it more capital? And how much capital? Mr. Scharfstein. I would say it is more capital, and I think that is the proper lens--I think it should be more capital. I think that is the proper lens to look at this through. You know, there was extraordinary support for these funds during the crisis and the Treasury guarantee. You know, calibrating the exact amount of capital is difficult. I do not think it is going to be nearly as costly as people say. In fact, if the industry is correct and there is not that much risk in the funds, then having a subordinated share class, as has been proposed, should really not be very costly at all. Senator Shelby. Is the bigger the fund, the larger the fund, the less likelihood of visiting the taxpayers? In other words, you have got a lot of small money market funds that operate everywhere, and some of them operate very well. But in a time of crisis, do the big ones as a result have more potential to save themselves than others? Mr. Scharfstein. Well, certainly sponsors' support, you know, is important, and that can be helpful. But I think clear capital that is set aside in advance would be better. Senator Shelby. What would you suggest about capital? Have you got a figure in mind? We are talking about a lot of money out there. Mr. Scharfstein. That is right. I think if you had a subordinated share class, you know, on the order of 3 percent, I do not see that as being particularly difficult to do or particularly costly. Senator Shelby. Mr. Donahue? Mr. Donahue. That just will not work. The math does not work. The reason you do not hear proposals---- Senator Shelby. Tell us why it will not work. Mr. Donahue. I will tell you. We have a $2.5 trillion industry, and so if you say 3 percent of capital, that is $75 billion of capital. I do not know where you are going to get $75 billion of capital. But assuming you can, that demands a return on capital. Our cost of capital is like 11 percent. Let us use 10 percent. It is easier numbers. That means you have got to earn $7.5 billion to pay for the $75 billion. Where are you going to earn that? From the $2.5 trillion in the industry. That is 30 basis points. In today's way, it does not work. We as an adviser in good times have revenues of 15 basis points, so the numbers just do not work. Senator Shelby. I understand to some extent the interest of people and the use of money market funds. You know, it works well. But I also sitting up here as a Senator want to make sure that the taxpayers do not have to bail out anybody. We have done that. We have been down that road. That is a bad road to go down, as you well know. Mr. Donahue. Senator the best part of Dodd-Frank is that part that says you are not allowed to redo the insurance thing for money funds, which we did not ask for and did not want. Senator Shelby. Thank you. Chairman Johnson. Senator Reed. Senator Reed. Thank you. Mr. Donahue, implicit in a lot of the questions and in the operation of the funds is that the funds are prepared and have the capacity to, at least on a temporary basis, go up and maintain the dollar NAV. Is that a fair assumption? Mr. Donahue. The way I would put it is because of the construct of their portfolio, they are able to maintain a $1 NAV. But if they blow a credit and it is a franchise issue, then it is not going to be a $1 NAV. Then you are going to have the suspension of redemption and the orderly liquidation of the fund. But notice you do not have a run because you suspend the redemptions, the people do not run, and you have an orderly liquidation, which is not what happened in the Reserve case and which was improved in the 2010 amendments. Senator Reed. But here is the situation. You have a prominent fund that miscalculated, in the case of the experience in 2008 where it held assets, Reserve had assets in Lehman which were rated, I think, AAA 24 hours before they went bankrupt. So, you know, they looked pretty good. And because of the notoriety and also, I think, because of the assumption that people have that a lot of mutual funds are basically sort of-- you know, their portfolios are fairly similar, that there was this run. So, I mean, your presumption would be that in a situation, which might happen, that one fund could, in fact, break the buck, stop redemptions, and that would have no spillover effect on the funds. Is that the presumption? I just want to understand. Mr. Donahue. No. What I am saying is that because of the 2010 amendments, you will not have a run in the fund that breaks the buck because you have got this other---- Senator Reed. Right. Mr. Donahue. Now, what has happened in the 2010 amendments is that you have more cash in the system. We are required to maintain 30 percent weekly cash when 15 percent went out and everybody is maintaining about 40. You have transparency, which is the questions you have been asking already. People know what is in the portfolio. They know whether you have this stuff. And we have a Know Your Customer requirement, which means you have got to know who is coming in and who is going out. But more important than that, the key is do you have liquidity in the system. The problem in 2008 was there was no liquidity in the system. And when there was a deviation of net asset value in 1994, it was no harm, no foul. Why? Because there was liquidity in the system and things could work out. But when the marketplace was shut down, you had a problem. Senator Reed. But here, again, I think Senator Shelby's comments go right to the heart of what our job is. We have to contemplate, particularly after 2008, things that seem so far removed from the day-to-day practice. There is a possibility, given all these rules, that there could be a liquidity problem in the overall system, not emanating from what you are doing, but, you know, take a case where a European banking system, where political and economic problems collide, and liquidity starts freezing up, then it is not the question of how much liquidity you are holding. You just cannot get access to a sufficient liquidity to redeem, not in one fund or any fund. Is that a possibility? Mr. Donahue. That is a possibility, and specifically it is addressed by Congress in Dodd-Frank, which directs the Fed, as soon as practicable--I do not think it has been practicable yet. They are supposed to come up with rules and regulations to govern emergency lending that is supposed to ``add money and liquidity to the financial system,'' not allowed to aid an individual company or failing financial company, and it has to be done in a way where they do not lose money, and it has to be exited quickly. P.S., that is exactly what they did with the AMLF which money funds back at that time. Senator Reed. But that essentially--I mean, we are getting to sort of what this all might ultimately rest upon--is the Federal Reserve stepping in and declaring that this is not--we know you cannot do it for an individual company, but that the potential impacts of a failing fund could trigger failures in other well-run funds; therefore, we are stepping in and using Federal resources to support. Is that, Mr. Stevens--I am just trying to figure out, you know, what is the assumption underlying---- Mr. Stevens. Senator, if I might, what Chairman Schapiro's testimony invites is to look at all 300 of those events through the lens of what happened in September 2008. It is true Reserve had a contagion effect on other money market funds, but it had that effect in the context of a raging epidemic in the banking system. And looking at it from the point of view of 2008, you can also look at it from the point of view of 1994. That is the only other time a fund broke a dollar. Actually, money fund assets grew that month, and the world yawned. It did not have a knock-on effect. So I would invite you to scrutinize whether it is likely, particularly with the enormous natural liquidity in these funds today--prime money funds have today $600 billion in assets that they can liquidate within a week to meet redemptions. Whether we have done what the industry thinks we have to address in any reasonable term the kind of crisis that we might meet without-- and, Senator Shelby, I agree with you--without any prospect of our going to the taxpayer again, although taxpayers paid nothing on that guarantee program, and they made a billion and a quarter. Senator Reed. But, again, I think your point is extremely well taken. You know, we cannot ignore 1994, but we cannot ignore 2008. We have to look at both. Mr. Stevens. Agreed. Senator Reed. We have to assess a probability. And then we also have to, I think, probe, as I have tried to do--and thank you, Mr. Donahue; you have been extremely helpful--what are the underlying assumptions if we get into a 2008. Because in the 1994 situation, the markets sort of moved forward on their own, and we just looked and nodded approvingly. But in the 2008 situation, I think we have to be very careful of probing what are the assumptions, and getting back to Senator Shelby's point, if there is one assumption that is worst, worst, worst, worst, worst, worst case, 0.000001 probability, the Fed has this general authority to come in now and move resources, at least we have to have that on the table. I think that has to be acknowledged. Mr. Stevens. The Fed has on numerous occasions taken steps to make sure the commercial paper markets in the United States are functioning effectively. That is its job for the future as well. Senator Reed. I just want to make sure that we all understand that it is explicit, it is not implicit, because down the road, you know, if the Fed does take a move like this, you know, I do not--I think we all want to have said, well, we knew we had that authority and this is not one of these unauthorized bailouts, et cetera. But thank you. Your testimony has been extremely helpful. Chairman Johnson. Senator Toomey. Senator Toomey. Thank you very much, Mr. Chairman. I would like to direct several questions to Mr. Donahue. Thanks to all of you for being here today. But the first question would be in response to Chairman Schapiro's points. You know, one of the central arguments that she seems to be making is that the past instances in which sponsors provided some degree of voluntary support to their money funds means that these funds are not as safe as they appear. I think that is one of her central arguments. Could you respond to that premise? Mr. Donahue. Yes, Senator. We create a lot of funds. I am one of 13 kids. I have eight of my own. And we create a lot of children, too, and you are forever supporting them. And so the idea that you support funds--and you look at any other kind of products. People are supporting their products. What are they trying to do? They are making independent, voluntary, marketplace analysis and judgments about what to do with the product. So, you know, I do not know anything about the 300 or the 200. None of that really matters. What matters is that you have good, solid people deciding whether or not and what to do to help shareholders. And I think that what the support shows is the inherent resiliency of the funds. When you have $2.6 trillion in these funds with no interest and lots of regulatory abuse, that is really an accomplishment. And it is because the people want the cash management system. And if you talk about support in terms of what was done that the Chairman was talking about, how about the support that every single one is doing 100 percent on waiving investment advisory fees in order to keep the funds going during these low-interest times? So I look at support as something that is not unlike having a family. You birthed the fund. Well, what are you going to do about keeping it going? Now, we also merge funds out of existence. We buy other funds and put them out of existence. But, overall, we are trying to enhance the relationship with the clients, some of whom are at this table, in the way they deal in the marketplace. Senator Toomey. So would it be fair to say that in many instances, these--many of the instances that she is citing are really manifestations of the strength of an industry rather than weakness? Mr. Donahue. They are manifestations of the strength and they are manifestations of the judgment people make about why to do something. For example, there may be a reputational issue. The customers may be somewhat uncomfortable with a name, even though it is going to pay off on time and in full. There may be questions that you want to improve things. So there could be a lot of reasons. You may have individual customers that you are trying to deal with. And so there are a lot of reasons other than you had to buy the Lehman paper out for doing that. And there are different elements to it. But I think it shows a strong dynamism in the industry to be able to see the variety of moves that people have made to support these strong products. Senator Toomey. The same question I have also for Mr. Donahue is that some have suggested that having a fixed net asset value is somehow unfair to investors because investors do not really understand and they think that this is really akin to a bank deposit and a guaranteed thing. That strikes me as a rather surprising argument, but it appears frequently. I think a variation on that is in Chairman Schapiro's testimony. What is your reaction to that? Mr. Donahue. We have 5,000 institutional clients and millions of individual investors behind that. Most of our institutional investors deal with us in one account. I assure you they understand what a money market fund is. And if there was any good thing to come out of Reserve Fund, which there really was not, the one good thing is they realized that the investors bore the loss and there was no bailout of a money fund. So people understand it. Fidelity has run a good survey of their retail base and said they understand what the lay of the land is. And I think one of the things about all this regulatory noise on money funds has done is re-emphasize what we put on the front page of every prospectus and every annual report, that these things are not guaranteed, they are not backed by the FDIC, and you may lose money. Senator Toomey. Thanks very much. Mr. Chairman, I would just like to ask unanimous consent to submit for the record a statement from the Financial Services Institute. Chairman Johnson. Without objection. Senator Toomey. Thank you very much. Ms. Kopp. Mr. Chairman, could I just add on behalf of many of the investors--we do represent millions--we do read the prospectus, and we know it is an investment. It is not a savings account. And the reforms of 2010 and the experience of 2008 I think has brought that home very clearly. So I think treating us sort of like children is really not appropriate. Chairman Johnson. Senator Menendez. Senator Menendez. Thank you, Mr. Chairman. I want to be succinct. I would have so many questions for all of you, but the vote is going to expire that is presently going on. So let me concentrate on two, Mr. Donahue, that you raise in your testimony which caught my attention as I was reading it. And I am going to give you the headings, and I would like you to give me the why you make that proposition. On page 11 [Page 116 below], you say, ``Reforms currently under consideration are fundamentally at odds with the nature of money market funds and the needs of their shareholders.'' Why? Chairman Johnson. Excuse me. My staff is informing me that we are all needed on the floor for the first vote. Because of this, I will remind my colleagues if they have more questions for our witnesses, they can submit them for the record. I apologize to panel two that we were unable to finish. I want to thank our witnesses for their thoughtful testimony today and their cooperation in answering the written questions that my colleagues will be sending them. This hearing is adjourned. [Whereupon, at 11:26 a.m., the hearing was adjourned.] [Prepared statements and additional material supplied for the record follow:] PREPARED STATEMENT OF CHAIRMAN TIM JOHNSON Today, we are here to review the current state of regulations responsible for providing stability to the money market mutual funds and protecting investors. More than 50 million municipalities, companies, retail investors, and others use money market mutual funds. There are $2.6 trillion invested in these funds, which are often viewed as convenient, efficient, and predictable for cash management, investment, and other purposes. With Americans so heavily invested in these funds this Committee has a responsibility to conduct oversight to see to it that the Securities and Exchange Commission is doing its part and has the resources and authority necessary to effectively regulate this critically important financial market. Market uncertainty during the financial crisis in 2008 destabilized the money market mutual fund industry, prompting the Treasury Department to temporarily guarantee funds' holdings. That 1-year guarantee prevented a potential systemic run on the money market mutual fund industry. In response, the SEC adopted significant new rules in 2010 designed to increase the funds' resilience to economic shocks and to reduce the risks of runs. The key reforms required funds to shorten maturities of portfolio holdings, increase cash holdings, improve credit quality, and report their portfolio holdings on a monthly basis. The adoption of these rules has no doubt improved investor protection, but questions still remain about what risk the funds present to investors and the American economy, and whether more action needs to be taken to address that risk. Some regulators and economists have raised concerns that money market funds pose significant risks to financial stability, and have argued for further structural changes in addition to the 2010 reforms. They have proposed floating the net asset value, requiring a capital buffer and imposing redemption restrictions. At the same time, some funds and users, including municipalities, corporations and retail investors, have urged caution, arguing that further reforms should wait until the impact of the 2010 reforms can be more fully studied. They have raised concerns that new regulatory changes might increase risks or disrupt or damage their operations. Recognizing the diversity of views on this topic, today's hearing is an opportunity to examine the SEC's current regulation of the funds, including the impact of the 2010 reforms, and to better understand whether additional regulations are needed. Our witnesses today represent many interested parties and a broad range of perspectives, including the industry's regulator, the industry itself, users of the industry's products, and an academic expert. I hope to hear from our witnesses about the health and stability of money market funds today, the impact of the 2010 reforms, the potential positive and negative consequences of the additional proposed reforms, and how funds have performed during recent severe economic events such as the European debt crisis. I look forward to hearing their testimony and recommendations as we continue our rigorous oversight of the financial markets. ______ PREPARED STATEMENT OF SENATOR RICHARD C. SHELBY Thank you, Mr. Chairman. Today the Committee will hear a range of perspectives on money market fund reform. Since their introduction 40 years ago, money market funds have been an important source of short-term financing for businesses, banks, and State and local governments. Money market funds have offered investors a low-cost means to invest in money market instruments and provided them with an efficient cash management vehicle. But, unlike other mutual funds, money market funds are permitted by the SEC to maintain a stable net asset value (NAV). The stable NAV feature of money market funds offers investors the convenience and simplicity of buying and selling shares at a constant one-dollar per share. However, because the market value of the instruments held by the funds can decline, the stable NAV gives the impression that money market funds are without risk and guaranteed to never ``break the buck.'' Indeed, investment management firms have intervened several times with capital contributions and other forms of support to prevent their money market funds from breaking the buck. According to the SEC, U.S. money market funds received financial support from their sponsors hundreds of times before the financial crisis. During the crisis, firms provided financial support dozens of times. One notable exception is the Reserve Primary Fund, which broke the buck in September 2008 because of its exposure to Lehman Brothers. Shortly thereafter, the Treasury Department and the Federal Reserve, concerned about runs on money market funds, put the U.S. taxpayer in the position of guaranteeing that no other money market fund in the country would break the buck. The Treasury Department instituted a temporary guarantee program and the Federal Reserve opened emergency lending facilities to help money market funds meet their redemption requests. These actions have increased the expectation that the Federal Government will support the money market industry again with taxpayer dollars in times of crisis. In 2010, the SEC adopted several rules to reduce the risk of runs on money market funds. The rules imposed minimum liquidity requirements, higher credit quality limits, and shorter maturity limits. The SEC also imposed new stress test requirements and disclosure requirements to improve the transparency of fund portfolio holdings. By all accounts, money market funds, thus far, have been able to withstand the ongoing European crisis without any risk of runs. For this reason, some say that the SEC's 2010 money market reforms are sufficient. I look forward to hearing from the two industry witnesses and the two treasurers representing users of money market funds on why they believe that additional reforms are not warranted. Others, including Chairman Schapiro, say that the SEC's 2010 money market reforms have not gone far enough. I would like Chairman Schapiro to tell us what analysis the SEC has done to conclude that additional reforms are necessary, and how the SEC determined that the three proposals currently under consideration--a floating NAV, redemption restrictions, and a capital buffer--are the right solutions for the problems they are intended to solve. I also look forward to hearing from Professor Scharfstein regarding his academic group's capital buffer proposal. The loudest voices advocating additional money market fund reforms, however, have come from inside the Federal Reserve. Fed Chairman Bernanke, Fed Governor Tarullo, and multiple regional Fed Presidents have given speeches in which they raise the issue of so- called ``structural vulnerabilities'' to highlight the need for additional reform. Further, according to the minutes of the Financial Stability Oversight Council (FSOC) meeting held last February, Fed staff participated with SEC staff in a discussion of money market funds. Unfortunately, the Fed is not represented in today's important hearing and they should be. Perhaps, Mr. Chairman, we can leave the record open and give the Fed an opportunity to submit testimony for the record. I would be very interested in learning what analysis it has done to conclude that additional money market reforms are necessary. Thank you, Mr. Chairman. ______ PREPARED STATEMENT OF MARY L. SCHAPIRO Chairman, Securities and Exchange Commission June 21, 2012 Chairman Johnson, Ranking Member Shelby, and Members of the Committee: Thank you for the opportunity to testify about the Securities and Exchange Commission's regulation of money market funds. \1\ The risks posed by money market funds to the financial system are part of the important unfinished business from the financial crisis of 2008. One of the seminal events of that crisis occurred in September, after Lehman Brothers filed for bankruptcy and the Reserve Primary Fund ``broke the buck,'' triggering a run on money market funds and freezing the short-term credit markets. Although the Commission took steps in 2010 to make money market funds more resilient, they still remain susceptible today to investor runs with potential systemic impacts on the financial system, as occurred during the financial crisis just 4 years ago. Unless money market fund regulation is reformed, taxpayers and markets will continue to be at risk that a money market fund can ``break the buck'' and transform a moderate financial shock into a destabilizing run. In such a scenario, policy makers would again be left with two unacceptable choices: a bailout or a crisis. --------------------------------------------------------------------------- \1\ The views expressed in this testimony are those of the Chairman of the Securities and Exchange Commission and do not necessarily represent the views of the full Commission. --------------------------------------------------------------------------- My testimony today will discuss the history of money market funds, the remaining systemic risk they pose to the financial system even after the 2010 reforms, and the need for further reforms to protect investors, taxpayers and the broader financial system. Background Money market funds are important and popular investment products for millions of investors. They facilitate efficient cash management for both retail and institutional investors, who use them for everything from making mortgage payments and paying college tuition bills to the short-term investment of cash received through business operations until needed to fund payrolls or pay tax withholding. Money market funds bring together investors seeking low-risk, highly liquid investments and borrowers seeking short-term funding. With nearly $2.5 trillion in assets under management, money market funds are important and, in some cases, substantial providers of credit to businesses, financial institutions, and some municipalities who use this financing for working capital needs and to otherwise fund their day-to-day businesses activities. Money market funds are mutual funds. Like other mutual funds, they are regulated under the Investment Company Act of 1940. In addition, money market funds must comply with Investment Company Act rule 2a-7, which exempts money market funds from several provisions of the Investment Company Act--most notably the valuation requirements--to permit them to maintain stable net asset values per share (NAV), typically $1.00. Under this special rule, money market funds, unlike traditional mutual funds, can maintain a stable value generally by using an ``amortized cost'' accounting convention, rather than market values, when valuing the funds' assets and pricing their shares. The rule essentially permits a money market fund to ``round'' its share price to $1.00, but requires a money market fund to reprice its shares, if the mark-to-market per-share value of its assets falls more than one-half of one percent (below $0.9950), an event colloquially known as ``breaking the buck.'' The Commission adopted rule 2a-7 in 1983 with the understanding that the value of the short-term instruments in which the funds invest would rarely fluctuate enough to cause the market-based value of the fund's shares to deviate materially from a fund's typical $1.00 stable value. Rule 2a-7 limits money market funds' investments to short-term, high-quality securities for this very purpose. Despite these risk-limiting provisions, money market funds can--and do--lose value. When, despite these risk-limiting provisions, money market fund assets have lost value, fund ``sponsors'' (the asset managers--and their corporate parents--who offer and manage these funds) have used their own capital to absorb losses or protect their funds from breaking the buck. Based on an SEC staff review, sponsors have voluntarily provided support to money market funds on more than 300 occasions since they were first offered in the 1970s. \2\ Some of the credit events that led to the need for sponsor support include the default of Integrated Resources commercial paper in 1989, the default of Mortgage & Realty Trust and MNC Financial Corp commercial paper in 1990; the seizure by State insurance regulators of Mutual Benefit Life Insurance (a put provider for some money market fund instruments); the bankruptcy of Orange County in 1994; the downgrade and eventual administrative supervision by State insurance regulators of American General Life Insurance Co in 1999; the default of Pacific Gas & Electric and Southern California Edison Co. commercial paper in 2001; and investments in SIVs, Lehman Brothers, AIG and other financial sector debt securities in 2007-2008. In part because of voluntary sponsor support, until 2008, only one small money market fund ever broke the buck, and in that case only a small number of institutional investors were affected. --------------------------------------------------------------------------- \2\ Forms of sponsor support include purchasing defaulted or devalued securities out of a fund at par/amortized cost, providing a capital support agreement for the fund, and sponsor-purchased letters of credit for the fund. Sponsor support does not include a sponsor taking an ownership interest in (i.e., purchasing shares of) a money market fund. --------------------------------------------------------------------------- The amount of assets in money market funds has grown substantially, and grew particularly rapidly during recent years from under $100 million in 1990 to almost $4 trillion just before the 2008 financial crisis. This growth was fueled largely by institutional investors, who were attracted to money market funds as apparently riskless investments paying yields above riskless rates. By 2008, more than two-thirds of money market fund assets came from institutional investors, which could wire large amounts of money in and out of their funds on a moment's notice. Some of these institutional assets were what are known in the business as ``hot money''--assets that would be quickly redeemed if a problem arose, or even if a competing fund had higher yields. To compete for that money, some money market fund sponsors invested in new, riskier types of securities, such as ``structured investment vehicles.'' The larger amount of assets in money market funds contributed to the likelihood that a credit event would create stresses on one or more funds, and that fund sponsors would not have access to a sufficient amount of capital to support the funds. The 2008 Financial Crisis Implicit sponsor support as a mechanism to maintain a stable $1.00 share price increasingly came under strain as the size of money market funds grew into a several trillion dollar industry. The Reserve Primary Fund broke the buck after it suffered losses its sponsor could not absorb. The Reserve Primary Fund, a $62 billion money market fund, held $785 million in Lehman Brothers debt on the day of Lehman Brothers' bankruptcy and immediately began experiencing a run--shareholders requested redemptions of approximately $40 billion in just two days. The Reserve Primary Fund announced that it would reprice its shares below $1.00, or break the buck. Almost immediately, the run on the Reserve Primary Fund spread, first to the Reserve's family of money market funds, and then to other money market funds. Investors withdrew approximately $300 billion (14 percent) from prime money market funds during the week of September 15, 2008. Money market funds met those redemption demands by selling portfolio securities into markets that were already under stress, depressing the securities' values and thus affecting the ability of funds holding the same securities to maintain a $1.00 share price even if the other funds were not experiencing heavy redemptions. Money market funds began to hoard cash in order to meet redemptions and stopped rolling over existing positions in commercial paper and other debt issued by companies, financial institutions, and some municipalities. In the final two weeks of September 2008, money market funds reduced their holdings of commercial paper by $200.3 billion, or 29 percent. Money market funds were (and are) substantial participants in the short-term markets--in 2008 they held about 40 percent of outstanding commercial paper. The funds' retreat from those markets caused them to freeze. During the last 2 weeks in September 2008, companies that issued short-term debt were largely shut out of the credit markets. Cities and municipalities that rely on short-term notes to pay for routine operations while waiting for tax revenues to be collected were forced to search for other financing. The few companies that retained access to short-term credit in the markets were forced to pay higher rates or accept extremely short-term--sometimes overnight--loans, or both. All of this occurred against the backdrop of a broader financial crisis, which was exacerbated by the growing credit crunch in the short-term markets. More than 100 funds were bailed out by their sponsors during September 2008. But the fund sponsors were unable to stop the run, which ended only when the Federal Government intervened in an unprecedented manner. In September 2008, the Treasury Department temporarily guaranteed the $1.00 share price of more than $3 trillion in money market fund shares and the Board of Governors of the Federal Reserve System created facilities to support the short-term markets. These actions placed taxpayers directly at risk for losses in money market funds but eased the redemption pressures facing the funds and allowed the short-term markets to resume more normal operations. Because the Federal Government was forced to intervene we do not know what the full consequences of an unchecked run on money market funds would have been. The experience of shareholders of the Reserve Primary Fund, however, is instructive about the impact of an unchecked run on investors. While some observe that shareholders in the Reserve Primary Fund ultimately ``lost'' only one penny per share, this ignores the very real harm that resulted from shareholders losing access to the liquidity that money market funds promise. They were left waiting for a court proceeding to resolve a host of legal issues before they could regain access to their funds. In the meantime, their ability to make mortgage payments, pay employees' salaries and fund their businesses was substantially impaired, and Reserve Fund investors were left in a sea of uncertainty and confusion. Some of their money is still waiting to be distributed. The next run might be even more difficult to stop, however, and the harm will not be limited to a discrete group of investors. The tools that were used to stop the run on money market funds in 2008 are either no longer available or unlikely to be effective in preventing a similar run today. In September 2008, the Treasury Department used the Exchange Stabilization Fund to fund the guarantee program, but in October 2008 Congress specifically prohibited the use of this fund again to guarantee money market fund shares. \3\ The Federal Reserve Board's Asset-Backed Commercial Paper Money Market Mutual Fund Liquidity Facility (AMLF), through which credit was extended to U.S. banks and bank holding companies to finance purchases of high-quality asset backed commercial paper (ABCP) from money market funds, expired on February 1, 2010. Given the significant decline in money market investments in ABCP since 2008, reopening the AMLF would provide little benefit to money market funds today. For example, ABCP investments accounted for over 20 percent of Moody's-rated U.S. prime money market fund assets at the end of August 2008, but accounted for less than 10 percent of those assets by the end of August 2011. --------------------------------------------------------------------------- \3\ See, Emergency Economic Stabilization Act of 2008, Public Law 110-343, 122 Stat. 3765 131 (``The Secretary is prohibited from using the Exchange Stabilization Fund for the establishment of any future guaranty programs for the United States money market mutual fund industry.''). --------------------------------------------------------------------------- The 2010 Reforms Shortly after I joined the Commission in 2009, I asked the Commission's staff to prepare rulemaking designed to address concerns about money market funds revealed by the 2007-2008 crisis. The staff, with assistance from a report prepared by the money market fund industry, quickly identified some immediate reforms that would make money market funds more resilient. I am proud of this initial reform effort, but it is important to recognize what it did and did not do. The initial reforms, adopted and implemented in 2010, were designed to reduce the risks of money market funds' portfolios by reducing maturities; improving credit standards; and, for the first time, mandating liquidity requirements so that money market funds could better meet redemption demands. The new reforms also required money market funds to report comprehensive portfolio and ``shadow NAV'' information to the Commission and the public. The 2010 rules made money market funds more resilient in the face of redemptions by requiring them to increase the liquidity of their portfolios. But the amendments did not (1) change the incentives of shareholders to redeem if they fear that the fund will experience losses; (2) fundamentally change the dynamics of a run, which, once started, will quickly burn through the additional fund liquidity; (3) prevent early redeeming, often institutional investors from shifting losses to remaining, often retail investors or (4) enable money market funds to withstand a ``credit event'' or the loss in value of a security held by a money market fund, precisely what triggered the run on the Reserve Primary Fund. That money market funds were able to meet redemptions last summer when the markets were under stress suggests the 2010 reforms have helped address the risks they were designed to address. However, the reforms were not designed to address the structural features of money market funds that make them susceptible to runs, and the heavy redemptions of 2011 were (1) substantially less than in 2008, (2) made over a longer period of time, and (3) not accompanied by losses in fund portfolios. During the 3-week period beginning June 14, 2011, investors withdrew approximately $100 billion from prime money market funds. In contrast, during the 2008 financial crisis, investors withdrew over $300 billion from prime money market funds in a few days. These are significant differences. If there had been real credit losses last summer, the level of redemptions in some funds could very well have forced a money market fund or funds to break the buck, leading to the type of destabilizing run experienced in 2008. The events of last summer demonstrate that money market fund shareholders continue today to be prone to engage in heavy redemptions if they fear losses may be imminent. About 6 percent of prime fund assets were redeemed during a 3-week period beginning June 14, 2011, and one fund lost 23 percent of its assets during that period even though the funds involved had not experienced any losses. The incentive to run clearly remains in place notwithstanding the 2010 reforms. Susceptibility to Runs Money market funds are vulnerable to runs because shareholders have an incentive to redeem their shares before others do when there is a perception that the fund might suffer a loss. Several features of money market funds, their sponsors, and their investors contribute to this incentive. Misplaced Expectations. The stable $1.00 share price has fostered an expectation of safety, although money market funds are subject to credit, interest-rate, and liquidity risk. Recurrent sponsor support has taught investors to look beyond disclosures that these investments are not guaranteed and can lose value. As a result, when a fund breaks a dollar, investors lose confidence and rush to redeem. Not only did large numbers of investors redeem their shares from The Reserve Primary Fund that held Lehman Brothers commercial paper, they also redeemed from other Reserve money market funds that held no Lehman Brothers paper, including a Government fund. First Mover Advantages. Investors have an incentive to redeem at the first sign of problems in a money market fund. An early redeeming shareholder will receive $1.00 for each share redeemed even if the fund has experienced a loss and the market value of the shares will be worth less (e.g., $0.998). By taking more than their pro rata share of the assets, these redemptions at $1.00 per share concentrate losses in the remaining shareholders of a fund that is now smaller. \4\ As a result a small credit loss in a portfolio security, if accompanied by sufficient redemptions, can threaten the fund with having to break the buck. --------------------------------------------------------------------------- \4\ Assume, for example, a fund with 1,000 shares outstanding with two shareholders, A and B, each of which owns 500 shares. An issuer of a security held by the fund defaults, resulting in a 25 basis point loss for the fund--a significant loss, but not one that is large enough to force the fund to break the buck. Shareholder A, aware of a problem and unsure of what shareholder B will do, redeems all of his shares and receives $1.00 per share even though the shares of the fund have a market value of $0.998. The fund now has only 500 shares outstanding, but instead of a 25 basis point loss has a 50 basis point loss and will have broken the buck. Shareholder A has effectively shifted his losses to Shareholder B. --------------------------------------------------------------------------- Moreover, early redeemers tend to be institutional investors with substantial amounts at stake who can commit resources to watch their investments carefully and who have access to technology to redeem quickly. This can provide an advantage over retail investors who are not able to monitor the fund's portfolio as closely. As a consequence, a run on a fund will result in a wealth transfer from retail investors (including small businesses) to institutional investors. This result is inconsistent with the precepts of the Investment Company Act, which is based on equal treatment of shareholders. Mismatch of Assets and Liabilities. Finally, money market funds offer shares that are redeemable upon demand, but invest in short-term securities that are less liquid. If all or many investors redeem at the same time, the fund will be forced to sell securities at fire sale prices, causing the fund to break a dollar, but also depressing prevailing market prices and thereby placing pressure on the ability of other funds to maintain a stable net asset value. A run on one fund can therefore create stresses on other funds' ability to maintain a $1.00 stable net asset value, prompting shareholder redemptions from those funds and instigating a pernicious cycle building quickly towards a more generalized run on money market funds. Given the role money market funds play in providing short-term funding to companies in the short-term markets, a run presents not simply an investment risk to the fund's shareholders, but significant systemic risk. No one can predict what will cause the next crisis, or what will cause the next money market fund to break the buck. But we all know unexpected events will happen in the future. If that stress affects a money market fund whose sponsor is unable or unwilling to bail it out, it could lead to the next destabilizing run. To be clear, I am not suggesting that any fund breaking the buck will cause a destabilizing run on other money market funds--it is possible that an individual fund could have a credit event that is specific to it and not trigger a broad run--only that policy makers should recognize that the risk of a destabilizing run remains. Money market funds remain large, and continue to invest in securities subject to interest rate and credit risk. They continue, for example, to have considerable exposure to European banks, with, as of May 31, 2012, approximately 30 percent of prime fund assets invested in debt issued by banks based in Europe generally and approximately 14 percent of prime fund assets invested in debt issued by banks located in the eurozone. Additional Needed Reforms The Commission staff currently is exploring a number of structural reforms, including two in particular that may be promising. The first option would require money market funds, like all other mutual funds, to buy and sell their shares based on the market value of the funds' assets. That is, to use ``floating'' net assets values. Such a proposal would allow for public comment on whether requiring money market funds to use floating NAVs would cause shareholders to become accustomed to fluctuations in the funds' share prices, and thus less likely to redeem en masse if they fear a loss is imminent, as they do today. It would also treat all investors more fairly in times of stress. A second option would allow money market funds to maintain a stable value as they do today, but would require the funds to maintain a capital buffer to support the funds' stable values, possibly combined with limited restrictions or fees on redemptions. The capital buffer would not necessarily be big enough to absorb losses from all credit events. Instead, the buffer would absorb the relatively small mark-to- market losses that occur in a fund's portfolio day to day, including when a fund is under stress. This would increase money market funds' ability to suffer losses without breaking the buck and would permit, for example, money market funds to sell some securities at a loss to meet redemptions during a crisis. As described above, many money market funds effectively already rely on capital to maintain their stable values: hundreds of funds have required sponsor bailouts over the years to maintain their stable values. Requiring funds to maintain a buffer simply would make explicit the minimum amount of capital available to a fund. Today, in contrast, an investor must wonder whether a sponsor will have the capital to bailout its fund and, even if so, if the sponsor will choose to use it for a fund bailout. Limits on redemptions could further enhance a money market fund's resiliency and better prepare it to handle a credit event. Restrictions on redemptions could be in several forms designed to require redeeming shareholders to bear the cost of their redemptions when liquidity is tight. Redemption restrictions could be designed to limit any impact on day-to-day transactions. These ideas and others are the subject of continuing analysis and discussion at the Commission. If the Commission were to propose further reforms, there will, of course, be an opportunity for full public consideration and comment. In addition to a detailed release seeking comment on the likely effectiveness and impacts of the proposed reforms, the proposal will also include a discussion of their benefits, costs, and economic implications. Conclusion In closing, money market funds as currently structured pose a significant destabilizing risk to the financial system. While the Commission's 2010 reforms made meaningful improvements in the liquidity of money market funds, they remain susceptible to the risk of destabilizing runs. Thank you for the opportunity to testify on this important issue. I am happy to answer any questions that you might have. ______ PREPARED STATEMENT OF NANCY KOPP Treasurer, State of Maryland June 21, 2012 Introduction Chairman Johnson, Ranking Member Shelby, and Members of the Committee, thank you for providing the National Association of State Treasurers (NAST) the opportunity to testify on the issue of money market mutual funds (MMFs). It is an honor and a privilege to be here today. I am Nancy Kopp, the Treasurer for the State of Maryland and chair of the NAST Legislative Committee. NAST is a bipartisan association that is comprised of all State treasurers, or State finance officials with comparable responsibilities, from the United States, its commonwealths, territories, and the District of Columbia. I appreciate this timely hearing appropriately named ``Perspectives on Money Market Reforms'' as I can assure you State Treasurers have a unique perspective given their important role within the States of ensuring proper cash flow management. The Importance of Money Market Funds to the States MMFs are a vital cash management tool for State Governments, their political subdivisions, and their respective instrumentalities, all of which rely upon them to manage short-term investments that provide ready liquidity, preservation of capital, and diversification of credit. There are few options that have the multiple features of safety, return, liquidity and stable market history as MMFs and that is why so many States and local governments choose this product for their short- and mid-term investing and cash management needs. Additionally, States rely on MMFs to buy short term securities issued by States, local governments, and authorities. MMFs are by far the largest purchasers of these bonds, and if capitalization requirements and other restrictions put limits on their investment capital their demand for these bonds will decrease, and costs to issue these bonds--borne at the expense of taxpayers--would rise. NAST Support for SEC Changes to Rule 2a-7 in 2010 Before the proposed SEC regulations are discussed, it is important to note that NAST is on record supporting the amendments to Rule 2a-7 adopted by the SEC in 2010. The regulation of MMFs was brought under scrutiny by regulators following the Reserve Primary Fund's NAV dropping below $1.00, or ``breaking the buck'', during the global financial crisis of 2008. The SEC appropriately responded by amending Rule 2a-7 which strengthened MMFs by increasing liquidity and credit quality requirements, enhanced disclosures to require reporting of portfolio holdings monthly to the Commission, shortened portfolio maturities, and permitted a suspension of redemptions if a fund has broken the buck or is at imminent risk of breaking the buck. NAST believes the Commission's amendments to Rule 2a-7 finalized on May 5, 2010, have made MMFs more transparent, less subject to interest rate risk, more creditworthy and less susceptible to redemption demand pressure during periods of stress in the financial markets. However, we are concerned that some Commissioners and members of the staff, as well as other Federal regulators and officials, have publicly indicated support for further amending Rule 2a-7 without taking into consideration the effectiveness of the 2010 amendments. Such potential changes to Rule 2a-7 that have been discussed recently include restrictions on the redemption of MMF shares by investors, requiring MMFs to adopt a floating daily net asset value (NAV), and/or mandating that MMFs hold levels of capital similar to banking institutions. In March 2012 at the NAST Federal Affairs Conference, NAST passed its Federal Securities Regulation of Money Market Mutual Funds Resolution which is included as an attachment to this testimony. Specifically, there are three purported proposals from the SEC that cause us concern: Changing From a Stable NAV to a Floating NAV Feature State Treasurers recognize that a floating NAV would increase accounting work tremendously because it would require the daily booking of the mark-to-market value of each fund. Being able to currently book the value of the fund as a dollar in equals a dollar out without having to note the daily fluctuations of its worth, is invaluable. When many Governments are hard pressed to hire teachers and public safety officers, it is difficult to see how States would be able to appropriate funds for more accountants to do this work, which in the end, would be of no value to the overarching issue as to whether it would prevent a run on these funds. If the stable NAV is changed to a floating NAV, we will have to look to other investment products to avoid unnecessary accounting burdens. It is important to note that a floating NAV would have negligible day-to-day changes, but the accounting for these changes is significant. In addition, many government jurisdictions are required by statute to invest only in products with a stable NAV like MMFs. If the SEC changes the NAV to a floating feature, these jurisdictions would be forced to find alternative investments that are not as attractive as MMFs for a variety of reasons discussed in this testimony. The Importance of Liquidity Another important feature of these funds is their liquidity. Often State and local governments receive payments that can be placed in a fund, sometimes as briefly as one night, because the funds are needed in the morning. This feature allows State and local governments to place these monies in a safe environment while still earning interest for the taxpayers. Often payments come in later in the day and no other product offers the ability to make an investment later in the day, including bank deposits. It is this key cash management tool, which attracts so many Governments--and other businesses--to these funds. Placing Capital Requirements on Funds The SEC is also looking at the possibility of placing capital requirements on MMFs to be held against a possible run on MMFs. Again, Treasurers are concerned that the additional costs of MMF operations could result in lower yields--or eliminate these funds altogether--and would push Treasurers into using other less attractive investment alternatives. It is also unlikely that placing capital requirements on these funds will actually prevent a run on these products, or otherwise truly benefit the market. Placing Redemption Requirements on Funds As discussed previously, Treasurers use MMFs to move money in and out on a daily basis in order to meet their cash management needs. Requirements that would limit the amount that could be withdrawn from a Government's MMF account would be highly disruptive. If money is held back or delayed, State Treasurers would have to then create a system and use precious resources to track these holdbacks and have to plan for the future accordingly. If this becomes a requirement, Treasurers will seek other investments to find more reliable forms of liquidity. Additionally, this could be especially problematic for smaller Governments whose investments may not be large enough to buffer these requirements, and who need access to the full value of their account in order to make various payments, including payroll. State and Local Governments Organizations Standing Together On March 8, 2012, NAST joined 13 other organizations representing State and local governments in a joint letter to each of the SEC Commissioners expressing concern over potential regulations presently being considered. These organizations include the:American Public Power Association Council of Development Finance Agencies Council of Infrastructure Financing Authorities Government Finance Officers Association International City/County Management Association International Municipal Lawyers Association National Association of Counties National Association of Health and Educational Facilities Finance Authorities National Association of Local Housing Financing Agencies National Association of State Auditors, Comptrollers and Treasurers National Association of State Treasurers National Council of State Housing Agencies National League of Cities U.S. Conference of Mayors The letter was intended to make clear to the SEC how vital MMFs are for members of the listed organizations who utilize MMFs on a daily basis. The cosigners also supported the changes to SEC Rule 2a-7 in 2010 and would support initiatives that would strengthen MMFs and ensure investors are investing in high-quality securities. However, these State and local organizations all recognized that if the discussed SEC regulations were to require a floating NAV, it very well could preclude State and local governments' ability to invest in these securities. As the cosigning organizations include issuers of municipal securities, a further concern that the SEC regulations would ``dampen investor demand for the bonds we offer and therefore increase costs for the State and local governments that need to raise capital for the vital infrastructure and services.'' A letter to this Committee, outlining our concerns about possible changes to MMFs from the State and local government community, including NAST, is also included in this testimony. Effect on the Municipal Securities Market Money Market Mutual Funds are by far the largest purchaser of short term municipal debt. If investors no longer use MMFs, then these funds will not have the same purchasing power to buy our debt. That would create a negative situation for State and local governments--a decrease in demand for our debt means the cost of issuing that debt will increase, on top of the likely increase in fees that would occur if Governments would no longer be able to use MMMFs for their investment and cash management purposes. Finding Alternative Investments if MMFs Are Not Viable One question that must be answered is why State Treasurers utilize MMFs rather than bank deposits or investing directly in commercial paper. First, Treasurers, as financial stewards of their respective States, have been able to use the well regulated MMFs to improve return. Banks are paying very little on deposits and deposits are only insured up to $250,000. First tier commercial paper that is not asset- backed pays slightly more than deposits, but less than MMFs. Commercial paper also has transaction costs, custodial fees, less flexibility, and importantly lacks the liquidity of MMFs as it does not have an active secondary market. Finally, one critical distinction to be made between MMFs and commercial paper is that MMFs allow for greater diversity of exposure and lower credit risk. The same cannot be said of commercial paper since it is an individual security with risked based on that security alone. If, for example, a State had purchased Lehman Brothers commercial paper in 2008 as an alternative to MMFs, it would have had to absorb the entire loss of that particular holding. Treasurer Kopp, State Treasurer of Maryland, Utilization of PMMF's As Treasurer of Maryland I would like to convey how important MMFs are to States that utilize MMF's by showing how MMFs are used in my State. The State of Maryland uses MMFs to achieve the most efficient liquidity while earning a modest return like most other governmental entities throughout the Nation. The State of Maryland averages between $250 and $350 million in MMFs deposits on a daily basis for the operating fund depending on the fiscal year cycle. The State Debt and Lease programs average an additional $100 million invested in MMFs. The Maryland Local Government Investment Pool (LGIP) averages between $250 and $350 million in MMF deposits on a daily basis depending on the total size of the pool which varies from $2.5 billion to $3.5 billion, again depending on fiscal year cycle and available competing options. The Maryland State Retirement System had $1.569 billion of the $36.2 billion invested in MMFs as of May 31, 2012. Through the years the State has relied on MMFs for a safe place to put unexpected deposits that arrive late in the day until a more appropriate investment can be purchased and for daily liquidity for unexpected outflows or to cover failed delivery of expected incoming funds. In 2008, the State of Maryland had over $230 million invested in The Reserve Primary Fund. As we monitored the economic conditions and the Reserve Prime Fund Portfolio, we determined that the risk of the Primary Fund was more than we desired. So we transferred our investment into the Reserve Government Fund. When the Reserve Primary Fund ``broke the buck'' on September 16, 2008, our funds were safely invested in the Government Fund. We had read the prospectus and knew that MMFs had the option to delay return of investments in dire economic circumstances. Therefore, we were prepared to wait for our investment to be returned. Our total Reserve Government Fund investment was returned January 21, 2009, with interest. We had invested in the fund that matched our risk tolerance. The 2010 SEC reforms to MMFs were most welcome and thorough. Our research of MMF portfolios (we are always looking for better investment opportunities) has shown that since the implementation of the enhancements overall, MMFs are safer and the participants are more aware of the risks as well as the benefits of investing in these instruments. While recognizing the importance of preventing systemic and or idiosyncratic events, the stable NAV is critical to State and local government participation. As Washington State Treasurer James Mcintire pointed out in his letter to the SEC on November 15, 2011, ``Many local communities and special districts lack the financial management and accounting resources to properly equip them to invest in floating NAV funds.'' During the Government Finance Officers Association's Conference in Chicago last week, the almost unanimous consensuses was that if MMFs have floating NAVs most Government entities will have to pull their money out. All are struggling with budget issues and do not have the resources to enhance personnel or systems to accurately account for a floating NAV. This will put further strains on their cash management. Furthermore, the banking system is not prepared to accept these additional deposits. Conclusion NAST believes that any of the suggested reforms mentioned above may further lead to a contraction in the availability of short-term financing and adversely affect the investment choices of public funds and the continued ability of State Governments, their political subdivisions and their respective instrumentalities to obtain financing to support the implementation of a wide variety of public initiatives. In effect, these regulations will increase costs and will not have the intended effect of making MMFs more stable. Of course, additional costs will be paid by investors and issuers alike, including the States and their taxpayers. Many State Treasurers also manage LGIPs, which are pooled investment funds operated for the benefit of State or local government units. By pooling assets from numerous State and local government entities, LGIPs offer economies of scale, liquidity, and diversification, thereby reducing costs for them and ultimately for taxpayers. While LGIPs are not governed by Commission and Rule 2a-7, the investment guidelines for LGIPs typically track the Rule 2a-7. Therefore, any changes to MMF rules would also impact the governmental entities that invest in LGIPs. As State Government officials, State Treasurers have enormous respect for and appreciate the responsibilities facing Government officials and regulators. No investor or Government official wants to again go through an experience as challenging as the financial crisis in 2008. However, the rationale for changing MMF regulation should be informed by the effectiveness of the amendments to Rule 2a-7 adopted in 2010 as well as the impact such changes may have on State and local governments. We are also concerned about how the changes would impact the ability of States to manage LGIPs. These changes would simply increase costs to taxpayers by both taking away a key investment and cash management tool used by thousands of Governments, and possibly curtailing or eliminating the largest purchaser of short term municipal debt. Both of these scenarios would be the outcome of changing the stable NAV to a floating NAV, and one the National Association of State Treasurers would hope leaders in Washington, would try to avoid. [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT] PREPARED STATEMENT OF PAUL SCHOTT STEVENS President and Chief Executive Officer, Investment Company Institute June 21, 2012 Opening Statement Good morning, Chairman Johnson, Senator Shelby, and Members of the Committee. I very much appreciate the opportunity to appear today to offer ICI's perspective on the State of the money market fund industry. For almost 5 years, ICI has been deeply engaged in analysis and discussion of events in the money market and the role of money market funds. We take pride in the fact that our engagement helped produce the first comprehensive regulatory reforms for any financial product in the wake of the crisis--five months before the Dodd-Frank Act was passed. The reforms for money market funds in 2010 benefit investors and the economy by raising credit standards and shortening maturities for funds' portfolios. They remove incentives for investors to redeem rapidly, by increasing transparency of fund holdings and authorizing an orderly liquidation if a fund risks breaking the dollar. And those reforms sharply reduce the spillover effects of money market fund redemptions on the broader markets. As of December 2011, prime money market funds held $660 billion in assets that would be liquid within a week--more than twice the amount that investors redeemed from prime funds in the week of September 15, 2008. Today, prime funds keep more than 30 percent of their assets in liquidity buffers composed primarily of Treasury and Government securities and repurchase agreements--precisely the instruments investors were seeking in 2008. We didn't have to wait long to put these reforms to the test. In the summer of 2011, markets were rattled by three significant events: the eurozone crisis; the showdown over the U.S. debt ceiling; and the historic downgrade by Standard & Poor's of U.S. Government long-term debt. Money market funds did indeed see large redemptions. From early June to early August, investors withdrew 10 percent of their assets from prime money market funds--$172 billion in all. During the debt- ceiling crisis, prime and Government funds together saw an outflow of $114 billion in just 4 trading days. But this withdrawal from money market funds had no discernable effects at all--either on the funds or on the markets. From April through December, prime money market funds kept their daily liquidity at more than twice the required level, and weekly liquidity stayed one- third to one-half higher than required. Among the prime funds with the greatest exposure to European financial institutions, the average mark-to-market price of their shares fell by nine-tenths of a basis point. On a $1.00 fund share, that's nine one-thousandths of a penny. It's clear from this experience that the reforms of 2010 have worked--and that money market funds today are a fundamentally different product than in 2008. Unfortunately, that message hasn't gotten through to the regulatory community. They tell us that money market funds are ``susceptible'' to runs. They're worried that the Government can't ``bail out'' these funds in a future crisis. Both of these statements are based in myths. Let's look at September 2008. Regulators talk about the ``contagion'' from Reserve Primary's failure. But Reserve Primary broke the dollar in the middle of a raging epidemic of bank failures. In the turmoil, banks were refusing to lend to each other, even overnight. Two things stand out. First, Reserve Primary's breaking the dollar did not trigger the tightening of the commercial paper market-- investors of all types began abandoning that market days before Reserve Primary failed. Second, investors did not flee from the money market fund structure. Rather, they fled from securities of financial institutions and sought the refuge of U.S. Treasury securities--by buying shares in money market funds invested in Government securities. Assets of taxable funds--prime and Government--declined by only 4 percent in the week of September 15. The Treasury and the Federal Reserve stepped in to restore the financial markets. Let me be clear: money market funds received no financial support from the Federal Government. The Treasury guarantee program never paid a dime in claims--instead, it collected $1.2 billion for the taxpayers. It's quite a stretch to call that a ``bailout.'' The Federal Reserve's facilities were designed to use money market funds to access the markets and pump in needed liquidity. That's Central Banking 101. Our shareholders realize that money market funds are investments-- and they bear the risk of loss. No one in the investment community believes that these funds carry a Government guarantee--and no one in our industry wants one. Period--full stop. In conclusion, let me address the issue of sponsor support for funds. Since the 1970s, advisers to money market funds have on occasion chosen to address credit or valuation issues in their portfolios and support their funds. They did so with private resources--not taxpayer dollars. And they did so for business interests--to protect their brand or preserve their fund's rating. The SEC hasn't released any data to back its claims about sponsor support. We can say, however, that we know of only one instance of sponsor support since the 2010 reforms, and that in that case the security in question was in no danger of defaulting. Yet the SEC suggests that every case of sponsor support should be seen as a repeat of September 2008. They suggest that without sponsor support, money market funds would have triggered runs. Decades of experience with these funds suggest just the opposite. Before the latest financial crisis, there was only one occasion when a money market fund broke a dollar, in 1994. The world yawned. Persistently viewing money market funds through the narrow prism of 2008, the SEC clings to plans to impose structural changes that would destroy money market funds, at great cost to investors, State and local governments, business, and the economy. That is an outcome that we must avoid. Thank you, and I'm happy to take your questions. [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT] PREPARED STATEMENT OF J. CHRISTOPHER DONAHUE President and Chief Executive Officer, Federated Investors, Inc. June 21, 2012 Opening Statement I would like to briefly respond to the major points made in Chairman Schapiro's testimony. First, the Chairman is primarily concerned that a credit event will cause a money market fund to break a dollar. Rule 2a-7 already makes sure these are rare events with minimal impact, but it cannot prevent them altogether. We are investment professionals at managing risks, not magicians who make risks disappear. The President's Working Group acknowledged this when it observed that: ``Attempting to prevent any fund from ever breaking the buck would be an impractical goal that might lead . . . to draconian and--from a broad economic perspective-- counterproductive measures.'' Yet this is precisely what a capital requirement attempts to do-- prevent a fund from ever breaking a dollar. The Chairman knows that raising capital directly from third parties is impractical, that sponsors cannot afford capital and that, at current market rates, funds do not have the income to build their own capital cushion. Even at normal interest rates, it would take over a decade for funds to build even a 1 percent capital cushion on their own. A 1 percent capital cushion would not have prevented the Reserve Primary Fund from breaking a dollar, so clearly capital will not prevent funds from ever breaking a dollar. It may lull shareholders into a false sense of security, however, and increase their expectations of a bailout. In short, requiring capital would be counterproductive. Second, the Chairman asserts that small investors will bear the loss from a credit event, because large institutional shareholders will redeem before the fund breaks a dollar. This ignores the responsibility of the fund's directors in protecting the interest of all shareholders. In fact, if you listened only to the Chairman's speeches and testimony on money market funds, you would never know that funds have directors, a majority of whom are independent of the fund's manager, or that Rule 2a-7 has always required them to prevent material dilution or other unfair results to shareholders. The contrast between the actions of the directors of the Reserve Primary Fund and the directors of the Putnam Prime Money Market Fund during the financial crisis is instructive. The Reserve Fund directors allowed shareholders to continue redeeming for a dollar for more than a day after the Lehman bankruptcy, even though Reserve did not provide any concrete support to the fund. They may have done this because, at the time, directors could not suspend redemptions without first obtaining an order from the Commission. Notwithstanding this, when faced with redemption requests in excess of their fund's liquidity, the Putnam Fund directors suspended redemptions until they could arrange a merger with a Federated advised money market fund which had access to the Federal Reserve's liquidity program for asset-backed securities. By making their shareholders' interest paramount to all other considerations, the Putnam Fund directors protected their shareholders, large and small. Despite her professed concern for small investors, the Chairman has never mentioned any reforms that would make it easier for directors to protect them or that would help directors prepare for an event that might threaten their fund's $1 NAV. Third, the Chairman persists in assuming that a money market fund breaking a dollar will cause a run by its shareholders, which will lead to a fire sale of the portfolio, which will result in a downward spiral of asset prices and a credit crunch. Her assumptions are based on the behavior of prime fund shareholders during the greatest financial crisis since the Great Depression; a crisis that was fully underway before the Reserve Fund broke a dollar. She ignores the fact that none of these things occurred when the Community Bankers fund broke a dollar in 1994, when the market was not undergoing a liquidity crisis. The Chairman did announce yesterday, with much fanfare, that sponsors have had to step in 300 times to prevent their funds from breaking a dollar. While I share Senator Toomey's skepticism as to how her staff arrived at this figure, I also wonder what we are supposed to conclude from this number. She admits that sponsor support is not necessarily a bad thing. She cannot be suggesting that funds are regularly on the verge of breaking a dollar--her written statement says that these 300 ``occasions'' relate to about a dozen credit events over a span of three decades. I think that the ability of sponsors to handle nearly all of these events without Government intervention demonstrates the inherent strength and resilience of money market funds. I bet the FDIC would be envious of this record. Tellingly, the Chairman ignores how the reforms adopted in 2010 addressed all of her assumed problems. Funds that break a dollar can now suspend redemptions and liquidate without a Commission order, so funds can stop a run by their shareholders. Investors can see all of their fund's holdings, so they would know that other funds are not at risk of breaking a dollar. Funds currently have three times the liquidity needed to handle the level of redemptions experienced during the financial crisis, so funds would not need to conduct fire sales and would not cause asset prices to spiral downward. After the 2010 reforms, there is no reason to suppose that a fund breaking a dollar will snowball into some sort of credit crunch. Fourth, the Chairman's dogmatic belief in the systemic risks of money market funds will necessarily taint any cost/benefit analysis of her proposed reforms. If she begins by assuming that a fund breaking a dollar will cascade into a full scale financial crisis of the magnitude experienced in 2008, then the case for reform is a foregone conclusion. In other words, she would make perfection the enemy of the good. If it adopts reforms on this basis, the Commission will sacrifice real, quantifiable benefits to millions of shareholders and borrowers for speculative and unsubstantiated reductions in supposed systemic risks. This approach to risk/reward analysis would be like requiring passengers on a cruise ship to spend the trip in the life boats: you'd be safer in theory, but it would defeat the purpose. Ironically, if (as every survey indicates) her proposed reforms will drive shareholders out of money market funds and into the largest banks, then they will increase systemic risk and make credit markets more fragile. Finally, the Chairman calls for an honest, public debate of her proposed reforms. Federated already tried the case for a stable NAV in an evidentiary heading before an administrative judge in the 1970s, which the Commission settled by issuing the original exemptive orders permitting use of amortized cost valuation. More recently, the Commission requested comment on a floating NAV in both the reforms proposed in 2009 and in connection with the President's Working Group report. No one, apart from members of the Federal Reserve and academics, supported this proposal. Essentially, the Chairman is insisting that the debate on floating the NAV continue until she gets the answer she wants. Regarding her alternative reforms, I have explained why it is not feasible to impose a meaningful capital requirement. Although the Chairman did not say much about redemption restrictions, she knows that there are insurmountable legal and operational obstacles to such restrictions. She has no reason to believe that investors will continue to use funds subject to these restrictions. Therefore, all of the Chairman's proposals would have the same result--the effective destruction of money market funds. I look forward to answering your questions. Prepared Statement Chairman Johnson, Ranking Member Shelby, Members of the Committee, I want to thank you for providing me the opportunity to appear at today's hearing. I am the President and CEO of Federated Investors, Inc. (Federated), the third largest manager of money market funds (MMFs) in the United States. Our MMFs currently have assets of approximately $240 billion, with millions of individual and thousands of institution shareholders for whom we provide investment management, including corporations, Government entities, insurance companies, foundations and endowments, banks, and broker-dealers. Federated has 1,450 employees. Federated has provided extensive data and commentary to the Securities and Exchange Commission (SEC), in response to its request for comments on the Report of the President's Working Group on Financial Markets regarding possible changes to MMFs (the ``PWG Report'') \1\ and to the Financial Stability Oversight Council (FSOC) and banking regulators in connection with rule making proposals to implement Titles I and II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ``Dodd-Frank Act''). A list of links to Federated's comment letters is included at the end of my statement. --------------------------------------------------------------------------- \1\ The PWG Report was published for comment in Release No. IC- 29497, ``President's Working Group Report on Money Market Funds'' (Nov. 3, 2010), available at http://www.sec.gov/rules/other/2010/ic- 29497.pdf. --------------------------------------------------------------------------- We are concerned that, based upon recent speeches by the SEC Chairman and a number of members of the Federal Reserve Board, key regulators have largely disregarded the comments received in response to the PWG Report--not only Federated's comments, but also others who pointed out errors underlying, obstacles to and unintended consequences of possible reforms. More disturbingly, although as of this date neither the SEC nor FSOC have proposed rules or other action specifically targeting MMFs, key members of both agencies have continued to pursue reform proposals heedless of the PWG Report's important warning that ``[a]ttempting to prevent any fund from ever breaking the buck would be an impractical goal that might lead . . . to draconian and--from a broad economic perspective--counterproductive measures . . . '' \2\ Their attempt to eliminate risk from MMFs has resulted in draconian proposals that would eliminate MMFs, if not altogether, then as a meaningful component of the U.S. cash markets. --------------------------------------------------------------------------- \2\ PWG Report at 13. --------------------------------------------------------------------------- Let us remember that money market funds did not cause the recent financial crisis. \3\ They were simply not immune to the largest financial crisis since the Great Depression. Yet instead of targeting the causes of the crisis, the SEC Chairman and certain members of the FSOC have threatened ill-conceived reforms whose demonstrable costs far outweigh any plausible benefits. Indeed, even the existence of a benefit from the proposals being discussed is debatable when a full accounting of the impact on the banking system and the expansion of the Federal safety net are taken into account. The flawed process leading to this outcome--where bank regulators now dictate the content of securities law without meaningful dialog with those affected or serious study of unintended consequences--does not embody the best traditions of Government. It is therefore incumbent upon all of us, regulators, industry and Congress, to bring perspective and rationality to the debate. It is our obligation to weigh the enormous benefits of MMFs against a realistic assessment of the speculative benefits, and evidence of significant adverse economic consequences, that the various ``reform'' proposals would bring. We strongly endorse Congressional efforts to clarify the SEC's statutory obligation to perform cost/ benefit analysis and to commission a thorough evaluation of the need for additional reform to money market funds. Such a study should not only include an evaluation of the impact of the 2010 reforms to MMF regulations, but also should factor in the reforms adopted in the Dodd- Frank Act. Americans deserve a regulatory process that can hear their voice: they would prefer to keep the massive efficiency gains with the current system and accept the risk of a very high quality, tightly regulated investment product, rather than turn back the clock and return to a world even more dominated by the largest banks. --------------------------------------------------------------------------- \3\ ``Dissecting the Financial Collapse of 2007-2008: A Two-Year Flight to Quality'', May 2012, available at http://www.sec.gov/ comments/4-619/4619-188.pdf. --------------------------------------------------------------------------- Setting the Record Straight on Money Market Funds Before addressing these threatened reforms, I would like to dispel some myths regarding MMFs that purport to justify the need for further reforms. Myth: The $1 share price of MMFs is a ``fiction'' or ``gimmick.'' Fact: The stable $1 price is real--MMFs have redeemed their shares for at a stable $1 price for over 40 years, with only two exceptions. Every day, for over 38 years, Federated's MMFs have redeemed shares at a stable $1 value. This is true of every other MMF currently in existence. During the past 40-plus years, only two MMFs have redeemed shares for less than a $1, known as ``breaking a dollar.'' This record of stability is the result of the high quality and short-duration of MMF portfolios, not accounting wizardry. Regulations require MMF portfolios to consist of a diversified cross-section of the highest quality debt instruments available in the market. The market values of these instruments rarely deviate significantly from their amortized cost. Federated regularly monitors the estimated market value of its MMFs (known as their ``shadow prices''), which typically do not deviate by even a tenth of a cent from $1 (i.e., 10 basis points). An Investment Company Institute (ICI) sampling of the shadow prices of other MMFs shows that this is common throughout the industry. \4\ --------------------------------------------------------------------------- \4\ ``Pricing of U.S. Money Market Funds at 4'', ICI Research Report (Jan. 2011), available at http://www.ici.org/pdf/ ppr_11_mmf_pricing.pdf. --------------------------------------------------------------------------- Such small shadow price deviations do not affect a MMF's ability to operate at a stable value because portfolio instruments quickly return to their amortized cost. MMFs typically maintain an average maturity of between 30 and 50 days. This makes it easy for MMFs to wait for investments to mature, rather than selling them at a gain or loss. MMFs also avoid gains and losses by maintaining more than enough liquidity to meet anticipated shareholder redemptions. This ``best practice'' was codified in the regulatory reforms adopted in 2010. The MMFs' record for managing liquidity is exemplary--no fund has ever broken a dollar because a fund failed to maintain sufficient liquidity to meet redemptions. The capacity of some MMFs to maintain daily liquidity was tested again in the summer of 2011, and every fund answered the challenge without any disruption to the market. On a related point, critics sometimes assert that the $1 share price misleads investors into believing that MMFs are like banks. These critics overlook the fact that most of the money held in MMFs comes from sophisticated institutional investors, who surely appreciate the differences between MMFs and banks. Recent surveys show that most retail investors also appreciate that their MMF can break a dollar and that no one has promised to protect them from any losses. \5\ These critics further ignore the bold face disclaimer on the front of every Federated MMF prospectus and advertisement: ``Not FDIC Insured--May Lose Value--No Bank Guarantee.'' Thus, MMFs fully disclose the risk that they may break a dollar and the overwhelming majority of MMF shareholders understand and accept this risk. --------------------------------------------------------------------------- \5\ ``The Investor's Perspective: What Individual Investors Know About the Risks of Money Market Mutual Funds'', FMR LLC (Apr. 2012), available at http://www.sec.gov/comments/4-619/4619-170.pdf. Myth: MMFs have only been able to maintain a $1 share price due to the --------------------------------------------------------------------------- support provided by their managers. Fact: Over 90 percent of MMFs have maintained a $1 share price without any support from their managers. At the beginning of 2007, there were 728 MMFs. The Federal Reserve has recently asserted that, from 2007 to 2010, approximately 50 MMFs received support from their manager. \6\ This means that over 90 percent of MMFs maintained a $1 share price throughout the recent financial crisis without any support from their managers. All of Federated's MMFs maintained a $1 share price without any support from Federated during the period. Historically, managers have provided support to their funds in part because they typically do not incur any losses as a result of the support. This explains why managers commonly find it in their interest to protect their MMFs' shareholders at no material cost to themselves. Although no manager promises to provide support for its funds, mutually beneficial support arrangements should be appreciated as an indication of the resilience of MMFs rather than as a weakness. --------------------------------------------------------------------------- \6\ Presentation by Federal Reserve Bank of Boston President Rosengren (Apr. 11, 2012), available at http://www.frbatlanta.org/ documents/news/conferences/12fmc/12fmc_rosengren_pres.pdf. --------------------------------------------------------------------------- Myth: MMFs are susceptible to runs. Fact: In over 40 years, there has been only one run on prime MMFs and it was a consequence of a general flight to safety at the height of the financial crisis. As I noted, there have been two instances of a MMF breaking a dollar. The first, in 1994, did not produce a run on MMFs. In fact, it went largely unnoticed. The second, the Reserve Fund, coincided with the redemption of approximately 15 percent of the assets held by prime MMFs during the week of September 15, 2008. So far as I know, the SEC has not attempted to study why breaking a dollar in 1994 had no impact on other funds, while prime MMFs experienced substantial redemptions at the time the Reserve Fund broke a dollar. The SEC appears to assume that, because the run on MMFs coincided with the Reserve Fund breaking a dollar, the Reserve Fund caused the run. A comparison of the market conditions in 1994 and 2008 refutes this assumption. In 1994, the Community Bankers MMF broke a dollar because it held derivative securities that the SEC found ``were too risky and volatile for a money market fund.'' \7\ The credit market was operating normally, so there were no concerns about the availability of liquidity. The market therefore viewed Community Bankers as an isolated incident, with no implications for other MMFs or for the market in general. Shareholders did not run from other MMFs because they had no reason to suspect that another MMF would break a dollar. --------------------------------------------------------------------------- \7\ In the Matter of Craig S. Vanucci and Brian K. Andrew, Investment Company Act Release No. 23638 (Jan. 11, 1999), available at http://www.sec.gov/litigation/admin/33-7625.txt. --------------------------------------------------------------------------- In contrast, 2008 was marked by a complete loss of confidence in the financial system. The run on MMFs coincided with the rescue of AIG, the arranged merger of Merrill Lynch with Bank of America and many other financial shocks. Many investors were uncertain as to whether other financial institutions would fail and whether they would receive Government support. Rather than risk a default, these investors sought to shift their cash to Government securities, draining liquidity from the credit market. The credit market was completely frozen before the Reserve Fund tried to liquidate its portfolio. Other MMFs were not immune to this market turmoil. Their shareholders also fled to Government securities, as evidenced by the fact that nearly two-thirds of the assets redeemed from prime MMFs were added to Government MMFs. This also shows that redemptions were motivated by concerns regarding the credit market generally and not MMFs themselves. This suggests that the shareholders would have redeemed regardless of whether the Reserve Fund broke a dollar, in order to eliminate credit risk by shifting their cash to Government securities. Thus, the record over the past 40 years includes one fund that broke a dollar without causing a run, and one run that coincided with a MMF fund breaking a dollar but was largely caused by a flight to safety in response to an unprecedented financial crisis. That certainly does not qualify MMFs as ``susceptible'' to runs. There is no reason to project that an event in the future that causes one or more MMFs to break a dollar would prompt shareholders to redeem from other MMFs not affected or threatened by the event. Indeed, in light of the significant enhancements in transparency and liquidity of MMFs following the 2010 reforms, MMF investors should be even less likely to run. Myth: Taxpayers rescued MMFs in 2008. Fact: We did not ask for or need the Treasury's Temporary Guarantee Program (the ``Treasury Program'') and no claims were made under the program. MMFs required liquid markets, not tax dollars, to weather the financial crisis in 2008. Their portfolios were sound, but the global liquidity crisis impacted MMFs just as it did virtually all other asset classes. Due the lack of market liquidity, we requested liquidity, rather than Federal insurance, for our MMFs in response to the financial crisis. During our discussions, the Treasury told us that the Treasury Program was going to be announced; we never asked for it. We did not think that the Treasury Program addressed the real problem--the need to reassure shareholders that MMFs had enough liquidity to continue to redeem their shares for $1. In my view, the Federal Reserve's Asset-Backed Commercial Paper Money Market Mutual Fund Liquidity Facility (AMLF), \8\ rather than the Treasury Program, restored confidence in MMFs. AMLF provided funding to banks and other institutions to buy asset-backed commercial paper from MMFs. AMLF ultimately funded sales of approximately $220 billion, a small fraction of the massive liquidity the Federal Reserve pumped into virtually every corner of the financial markets during the crisis. --------------------------------------------------------------------------- \8\ Information on AMLF can be found at http:// www.federalreserve.gov/newsevents/reform_amlf.htm. Another liquidity facility, the Money Market Investor Funding Facility was established but never utilized. --------------------------------------------------------------------------- AMLF was announced on the same day as the Treasury Program-- September 19, 2008. By the second week of October, prime MMF assets had stabilized. Although some would attribute this to the combination of AMLF and the Treasury Program, it is noteworthy that prime fund assets grew continuously throughout the rest of 2008, even though the Treasury Program only covered balances held on September 19th, so these additional assets were not guaranteed. Moreover, the Treasury Program was limited to $50 billion, which was just over 1 percent of the September 19th MMF assets. Thus, within four weeks of the onset of the financial crisis, investors were confident enough to invest in prime MMFs without reliance on a Federal guarantee. Regardless of the reasons, it cannot be disputed that confidence in prime MMFs was fully restored without any Federal expenditures. In fact, the Treasury kept all $1.2 billion of premiums paid under the Treasury Program without paying any claims. All of the paper sold under AMLF was repaid in full, with interest, when due. The recovery of prime MMFs with a relatively minor liquidity program is a testament to the inherent resiliency of MMFs. If banks and other financial institutions had responded as well to their support measures, which included trillions in additional Federal deposit insurance, multiple liquidity programs and the investment of hundreds of billions under TARP, the financial crisis would have been resolved before the end of 2008. MMFs were the last institutions to require a liquidity program and the first to recover--a mark of resiliency and not of ``fragility.'' The 2010 Reforms Addressed the Need for Liquidity During a Financial Crisis MMFs were not only the first to recover from the financial crisis; they also were the first to adopt reforms to prevent a recurrence of problems encountered during the crisis. In March 2009, the ICI provided the SEC with proposed regulatory reforms. Using the ICI's report as a starting point, the SEC proposed reforms in June of 2009 and adopted final rules in February 2010. Most of the reforms were implemented by May 2010 and the balance by the end of that year. No other industry responded as promptly or adopted such far-reaching reforms as MMFs. Four of the reforms targeted liquidity. First, the SEC adopted a new rule, 22e-3, permitting a MMF's board of directors to suspend redemptions while liquidating a fund. This gives directors two options if a MMF breaks a dollar. If there is adequate market liquidity, the fund can operate with a fluctuating NAV and sell its portfolio to pay for redemptions. If markets are frozen or it would otherwise serve the shareholders' interest, the directors can suspend redemptions and distribute payments from the portfolio as it matures. As I mentioned, MMFs historically maintain average maturities of 30 to 50 days, so shareholders would receive most of their money back within this period. The maximum permitted maturity is 397 days, so the liquidation would not take much longer than a year to complete. Rule 22e-3 gives directors the power to prevent a run from a MMF that has broken or threatens to break a dollar. It also prevents a fire sale of the portfolio into an illiquid market. The result is that every MMF, not just the largest, already has the type of orderly resolution plan contemplated by Title II of the Dodd-Frank Act, except that the plan does not require a Federal receiver or Federal insurance. The second reform was to increase transparency. Every MMF must post its entire portfolio on its Web site as of the end of each month. This allows the public and regulators to identify which MMFs are affected by a credit or other adverse event Although affected MMFs may need to address the event, shareholders in unaffected funds will not face the same uncertainty as investors in banks and other less transparent institutions. They should not have any reason to redeem from MMFs that they know to be sound and unimpaired by the event. The third reform codified an industry practice of knowing your customers and monitoring their share activity. This requires that a MMF manager monitor and prepare for the risk of large shareholder redemptions, taking into account current market conditions. This is designed to assure that MMFs remain prepared to meet their shareholders' liquidity needs. The final reform deals with the possibility that some shareholders may nevertheless redeem from MMFs on the occurrence of certain market events, regardless of their actual risks. The reform established liquidity floors: minimum amounts of liquidity that each MMF must be able to generate on a daily and weekly basis without selling anything other than Treasury and other Government securities. The floors are 10 percent for daily liquidity and 30 percent for weekly liquidity. Remember that 15 percent of prime fund assets were redeemed during the week of September 15, 2008, so the weekly liquidity floor is twice the level of redemptions experienced during that period. In these still uncertain times, prime MMFs are maintaining an average weekly liquidity of 43 percent, nearly three times the level of the 2008 redemptions. \9\ --------------------------------------------------------------------------- \9\ ICI summary of data from Form N-MFPs as of April 30, 2012. --------------------------------------------------------------------------- These reforms were tested during the summer of 2011. In response to concerns about European banks and whether Congress would raise the U.S. debt ceiling, shareholders redeemed over 10 percent of prime MMF assets during the period from June 8 through August 3, 2011. \10\ As you would expect, redemptions were higher in some prime MMFs than in others. None of the MMFs had trouble meeting these redemption requests and there was no impact on the overall market. Throughout the period, average weekly liquidity in prime MMFs remained at 40 percent or more, so the funds covered these redemptions without tapping into their liquidity cushion. The new reforms clearly passed this real-life stress test. --------------------------------------------------------------------------- \10\ ``ICI Summary: Money Market Funds Asset Data'', available at http://www.ici.org/info/mm_summary_data_2012.xls. --------------------------------------------------------------------------- Certain members of FSOC and the Chairman of the SEC contend that more must be done to prevent a recurrence of the redemptions experienced in September 2008. Apart from ignoring the fact that prime MMFs are already prepared to handle significantly larger redemptions, their contention also ignores how the redemptions resulted from a general financial panic. No reform of MMFs can prevent shareholders from seeking a safe haven during such a complete loss of investor confidence. Efforts to eliminate all risks from MMFs will not prevent a future crisis; they will only eliminate MMFs. Reforms Currently Under Consideration Are Fundamentally at Odds With the Nature of Money Market Funds and the Needs of Their Shareholders Investors use MMFs to obtain stability and daily liquidity with a market rate of return. Each of the reforms that the SEC Chairman has recommended: a floating NAV, redemption restrictions and capital, would eliminate one of these essential elements. The consequences of these reforms would therefore be, from an investor's perspective, the elimination of MMFs as a viable alternative for cash investment. This is confirmed by surveys and other data, which suggest that the threatened reforms would drive upwards of three-quarters of their assets from MMFs. (a) MMF NAVs Should Only Float When Necessary To Protect Shareholders MMFs already have floating NAVs, as demonstrated by the fact that funds have broken a dollar. The question is how often the NAV should float. Under current regulations, directors must float the NAV when necessary to protect shareholders from excessive dilution or other unfair results. Dilution is presumed to be excessive when the shadow price deviates from $1 by more than half a cent, although directors retain some latitude for judgment even in this circumstance. The threatened reform would require the NAV to float regardless of the shareholders' interest. Studies of historical shadow prices show that share prices would fluctuate infrequently, with periods of several years between price fluctuations. Moreover, the price changes would typically not amount to more than one or occasionally two-tenths of a percent and would not last for longer than several weeks. The potential fluctuations would require shareholders to monitor, calculate and record infinitesimal and ephemeral gains and losses on cash investments for accounting and tax purposes. From a shareholder's perspective, dealing with these potential price fluctuations would result in enormous costs. Surveys show that investors would rather move their money elsewhere rather than deal with such pointless fluctuations. \11\ Many fiduciaries will not have a choice, as statutes or trust instruments may require investment of cash in stable value investments. Therefore, eliminating the stable value that, under normal circumstances, shareholders want and MMFs deliver will eliminate MMFs as a viable alternative for most cash investors. --------------------------------------------------------------------------- \11\ ``The Investor's Perspective: What Individual Investors Know About the Risks of Money Market Mutual Funds'', supra note 5, and ``Money Market Fund Regulations: The Voice of the Treasurer'', Apr. 2012, available at http://www.ici.org/pdf/ rpt_12_tsi_voice_treasurer.pdf. --------------------------------------------------------------------------- (b) Redemption Restrictions Could Be Worse Than Floating NAVs Shareholders object to redemption restrictions even more strongly than they do to a floating NAV. This is understandable: although a floating NAV would cause share prices to fluctuate needlessly, the fluctuations would be infrequent and temporary. Redemption restrictions, on the other hand, would continually disrupt a shareholder's access to his or her cash in order to address an event (the fund breaking a dollar) that might occur once in 20 years, if it ever occurs at all. Their reaction is similar to passengers on a cruise who have been asked to confine their activities to the lifeboats just in case the ship hits an iceberg. In addition to shareholders' rejection of redemption restrictions, there are no practical means of implementing them. Although the SEC has not provided any details of the redemption restrictions under consideration, as a general matter they must involve: (1) setting aside a certain percentage of shares or proceeds from the redemption of shares for a period of time and (2) charging any losses incurred by the fund during the period against the shares or proceeds set aside. Fund organizational documents and share trading systems were not designed to do these things. Therefore, implementing redemption restrictions would entail completely rewriting every fund's organization documents and getting shareholders to approve the changes, and reprogramming every trading system for fund shares. The transition costs would be staggering, as would the ongoing operational cost of tracking and restricting shares or proceeds. Many intermediaries would probably stop offering MMFs rather than bear these costs. (c) Reguiring Excess Capital Would Prevent Money Market Funds From Offering a Market Rate of Return and Introduce Moral Hazards Even the SEC Chairman and members of the FSOC seem to have realized that forcing MMFs to raise subordinated capital from third parties or their managers would make the fund unduly complicated and impractical. I will therefore assume that the only capital proposal still under consideration would be for MMFs to build up capital over time through retaining a portion of their earnings. From a shareholder's perspective, this form of capital requirement would impose a certain loss--in the form of reduced returns--in order to reduce the risk of a speculative loss--the possibility that the fund might break a dollar. It also would take an exceedingly long time to build up a significant capital buffer. With interest rates currently near zero, MMFs do not have any income to retain for a capital buffer. Even in normal market conditions, the yield on a prime MMF averages only 18 basis points more than the yield on a Government agency MMF. Assuming for purposes of analysis that the difference is constant, which it is not, and that shareholders would continue to use prime MMFs if this spread was cut in half, which they may not, it would take over 11 years for a prime fund to build a 1 percent capital buffer through retained earnings. This analysis does not include the taxes imposed on the fund's retained income. After factoring in State taxes, close to half of any earnings reduction will go to the Government rather than building a capital buffer for the shareholders. Federal corporate income taxes alone, at current rates, would increase the time required to build a 1 percent capital buffer to more than 17 years. Capital buffers also could create a moral hazard by leading MMF shareholders to believe that they will not bear the risk of portfolio losses. This can only increase expectations that a MMF should be bailed out if its losses exceed the capital buffer, as Federal regulators would have represented to the public that their capital requirements were sufficient to make MMFs safe. The financial system will be better off if the hint of protection from a capital buffer does not dilute current warnings that MMFs are not guaranteed and may lose money. Once we understand that MMFs are investments, we should realize that MMFs are already funded entirely by shareholder capital. Shareholders receive higher yields to compensate them for the risk of their MMF breaking a dollar, which has proven to be a highly profitable arrangement for MMF shareholders. Destruction of Money Market Funds Will Injure the Economy and Increase Systemic Risks As I noted, the best available estimates suggest that requiring a floating NAV or redemption restrictions will drive upwards of three- quarters of the assets out of MMFs. At current asset levels, this would comprise more than $2 trillion. It is harder to estimate the impact of capital requirements, insofar as we do not know the elasticity of demand for prime MMFs relative to their spread over Government MMFs. Reduced returns will surely translate into reduced assets, however. Where would all this money go? Very large institutional investors, those with over $100 million in investments who could qualify for the Rule 144A safe harbor, might invest directly in the same instruments as MMFs. They would have to hire managers for these investments, who would be unlikely to have as many resources or as much experience as those who currently manage MMFs. The portfolios would not be as well diversified as MMFs. A better alternative for these institutions might be to invest in a private MMF, completely unregulated by the SEC. Thus, one consequence of the threatened reforms would be to reduce the SEC's oversight and regulation of participants in the money markets. Other institutional investors, and nearly all retail investors, would have to move their cash to banks. This would increase systemic risks in several respects. First, bank holding companies already designated as systemic risks under the Dodd-Frank Act control over half of MMF assets. \12\ This suggests that most of the money driven out of MMFs will end up in banks that are already too big from a systemic risk perspective. --------------------------------------------------------------------------- \12\ Crane Data. --------------------------------------------------------------------------- Second, much of the retail and some of the institutional money will end up in insured accounts, increasing the size of the Federal safety net. Banks will also need to raise additional capital for these deposits, at a time when they are already straining to comply with the new Basil III requirements. Third, to limit the need for additional capital, banks are unlikely to use the new funds to make commercial loans. Unlike prime MMFs, which have to put every dollar to work, banks have the option of leaving funds in their Federal Reserve accounts. Banks may also find it easier to invest in Treasury and Government agency securities. To the extent that banks choose to make commercial loans, the absence of competition from MMFs will allow them to charge higher interest rates. Hence, the reduction in prime MMF assets will produce a corresponding reduction in credit to the private sector and an increase in the cost of such credit. If we consider that prime MMFs hold over 40 percent of the outstanding commercial paper, we can appreciate the potential impact of this on the economy. The credit impact on municipalities will be even worse. Most municipalities rely on loans from tax-exempt MMFs to bridge the period between expenditures and periodic tax collections. Before MMFs, banks provided this financing, charging municipalities the prime rate for their working capital. Assuming banks will return to this role, the additional interest charges will place a considerable drag on already over-burdened municipal budgets. The reforms will destroy MMFs in a more fundamental sense as well. As I observed, investors look to MMFs for stability and daily liquidity with a market rate of return. A floating NAV would prevent MMFs from offering stability, redemption restrictions would prevent them from offering daily liquidity, and capital requirements would prevent them from offering a market rate of return. Therefore, all of the reforms are designed to eradicate MMFs as we now know them, rather than to ``shore up'' the funds as asserted by the SEC's Chairman. The SEC Should Conduct a Thorough Study of Money Market Funds, Their Shareholders and the Effects of the 2010 Reforms and the Dodd- Frank Act Before Proposing Any Further Reforms Previous reforms to MMF regulations involved careful examinations by the SEC staff of the performance and operations of MMFs, including on-site visits and face-to-face discussions with fund managers. In the case of the 2010 reforms, the SEC staff had the benefit of a report and recommendations from the ICI's Money Market Fund Working Group. The Working Group was composed primarily of portfolio managers who had hands-on experience in guiding their MMFs through the 2008 financial crisis. This put them in the best position to know what tools and changes might serve to avoid or manage another crisis. The SEC gave serious consideration to the reforms proposed by the ICI Working Group. Although the reforms adopted by the SEC in 2010 went further than Federated thought was warranted, the reforms were largely consistent with the information provided in the Working Group's report. Such due diligence and interaction has been lacking in this ``second phase'' of the reform process. So far the process has consisted of a series of trial balloons floated by the regulators and shot down by the industry, representatives of MMF shareholders and organizations concerned with the efficiency of short-term credit markets. The SEC staff has not made any efforts to look beyond industry-level data and examine what happened to individual funds and shareholders during September 2008, or to establish what changes might be realistic from a performance or operational perspective. The 2010 reforms require MMFs to file a monthly report with the SEC containing volumes of information regarding their portfolios. The SEC staff has yet to use this information to provide any public assessment of the impact of the 2010 reforms on the risks and character of MMFs. In addition, the SEC staff has not attempted to analyze whether the ``know your customer'' requirements of the 2010 reforms have affected fund cash flows. As a first critical step in their cost/benefit analysis of possible reforms, the SEC staff must identify the benefits of MMFs to investors, capital formation and market efficiency, and quantify these benefits to the fullest possible extent. They must quantify how the proposed reforms would jeopardize these benefits. As numerous commenters have documented significant adverse consequences, the SEC must thoroughly evaluate the associated cost and risk to the capital markets and economy, including the substantial risk of the loss or increased cost of credit to the many borrowers who rely on MMFs for short term funding. The SEC staff also must demonstrate and measure any purported reduction in systemic risk of a proposed reform. The SEC may not, as Commissioner Gallagher aptly put it, ``simply hand-wave and speak vaguely of addressing `systemic risk' or some other kind of protean problem.'' \13\ I hope that the Committee agrees that any further reforms of MMF regulations should comply with the same rigorous standards for cost/benefit analysis that the SEC has represented it will apply to regulations mandated by the Dodd-Frank Act. --------------------------------------------------------------------------- \13\ ``SEC Reform After Dodd-Frank and the Financial Crisis'', speech by Commissioner Daniel M. Gallagher before the U.S. Chamber of Commerce (Dec. 14, 2011), available at http://www.sec.gov/news/speech/ 2011/spch121411dmg.htm. --------------------------------------------------------------------------- The ICI, Federated, and other MMF managers, and other organizations have attempted to fill this information gap by sponsoring surveys and preparing studies of the financial and operational impact of various proposals. With the advent of FSOC, the SEC staff no longer appears to give this information the same consideration that they gave to the ICI Working Group report. Certainly the SEC Chairman continues to make public statements that either are contradicted by these studies or fail to acknowledge important issues raised by them. Although I confess to being skeptical of the need for further reforms, Federated is willing to consider and assist the SEC, the ICI and the industry in assessing reform proposals that would enhance the resilience of MMFs. I am asking this Committee to encourage the SEC to do the research necessary to determine what changes, if any, are truly needed, and to express its commitment to the continued vitality and growth of this important investment product. I look forward to answering your questions. [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT] PREPARED STATEMENT OF BRADLEY S. FOX Vice President and Treasurer, Safeway, Inc. June 21, 2012 The U.S. Chamber of Commerce is the world's largest business federation, representing the interests of more than 3 million businesses of all sizes, sectors, and regions, as well as State and local chambers and industry associations. More than 96 percent of the Chamber's members are small businesses with 100 or fewer employees, 70 percent of which have 10 or fewer employees. Yet, virtually all of the Nation's largest companies are also active members. We are particularly cognizant of the problems of smaller businesses, as well as issues facing the business community at large. Besides representing a cross-section of the American business community in terms of number of employees, the Chamber represents a wide management spectrum by type of business and location. Each major classification of American business--manufacturing, retailing, services, construction, wholesaling, and finance--is represented. Also, the Chamber has substantial membership in all 50 States. The Chamber's international reach is substantial as well. It believes that global interdependence provides an opportunity, not a threat. In addition to the U.S. Chamber of Commerce's 115 American Chambers of Commerce abroad, an increasing number of members are engaged in the export and import of both goods and services and have ongoing investment activities. The Chamber favors strengthened international competitiveness and opposes artificial U.S. and foreign barriers to international business. Positions on national issues are developed by a cross-section of Chamber members serving on committees, subcommittees, and task forces. More than 1,000 business people participate in this process. Good morning Chairman Johnson, Ranking Member Shelby, and Members of the Committee. Thank you for the opportunity to discuss the potential impact that additional changes to money market mutual fund regulation contemplated by the Securities and Exchange Commission (SEC) would have on the business community. My name is Brad Fox, and I am the Vice President and Treasurer of Safeway Inc. Safeway Inc. is one of the largest food and drug retailers in North America with 1,678 stores and $44 Billion in annual revenue at year end 2011. We employ approximately 178,000 people in a geographic footprint that includes the western and southwestern regions of the U.S., the Chicago area and the mid-Atlantic region, with stores locally here in the District of Columbia, Baltimore, and Northern Virginia areas. I am also a Chairman Emeritus of the National Association of Corporate Treasurers (NACT). I am here testifying on behalf of the U.S. Chamber of Commerce and the hundreds of corporate treasurers who are tasked with managing their companies' cash flows and ensuring that they have the working capital necessary to efficiently support their operations. I have been active in an advocacy role on money market fund regulatory change since the fall of 2009, representing the interests of Safeway and the membership of the NACT. Key Points There are several important points that I wish to stress to the Committee: Money market mutual funds play a critical role in meeting the short-term investment needs of companies across the country. According to May 2012 data from Investment Company Institute, corporate treasurers with cash balances and other institutional investors continue to have confidence in these funds, investing up to $900 billion or approximately 65 percent of the assets in prime money market funds because they provide liquidity, flexibility, transparency, investment diversity, and built-in credit analysis. There are no comparable investment alternatives available in the marketplace today. Money market funds also represent a significant source of affordable, short-term financing for many Main Street companies. Approximately 40 percent of all corporate commercial paper in the market place is purchased by these funds. Treasurers are extremely concerned that the changes to money market mutual fund regulation would fundamentally alter the product so that it no longer remains a viable investment option. The significance of such a change cannot be overstated. Should it happen, money market mutual funds would no longer remain a viable buyer of corporate commercial paper, which would drive up borrowing costs significantly and force companies to fund their day to day operations in a less efficient manner. Some corporate treasures are already making plans to withdraw funds from money market accounts to ensure full access to their funds and avoid the proposed redemption holdback. Also, floating net asset values for money market funds would result in a significant accounting burden for companies across America investing in this product. Most treasury workstations built for managing corporate cash do not have accounting systems to track net asset values (NAVs) on each transfer into and out of money market funds. Putting the systems issue aside, many treasurers would refrain from returning to money market funds to avoid the significant time and effort required to record the gains and losses on each investment and the potential impact on quarterly earnings results. The NACT believes that the SEC must carefully consider whether any additional regulations are required, as the 2010 reforms seem to be working even under the stress of the European sovereign debt crisis. Additional regulations can make the capital markets inefficient and drive up costs harming corporate growth and job creation. Why Money Market Mutual Funds Are Important Money market mutual funds play a critical role in the U.S. economy because they work well to serve the investment and short-term funding needs of businesses across America. Corporate treasurers rely on money market mutual funds to efficiently and affordably manage cash. Cash balances for companies fluctuate on a daily, weekly, monthly, or other periodic basis, and depending on the nature of the business, some companies' cash levels can swing widely--from hundreds of dollars to hundreds of millions of dollars. A corporate treasurer's job is to ensure that there is sufficient liquidity to meet working capital needs, and money market mutual funds are the most liquid, flexible and efficient way to do that on the investment side. They are also an important source of short term funding. Money Market Mutual Funds as an Investment There are many reasons why money market funds are an attractive investment choice in the business community. For companies with cash surpluses, money market mutual funds offer a stable $1.00 price per share that allows for ease of accounting for frequent investments and redemptions. They also offer market rates of return for cash that typically get no interest earnings sitting in a commercial bank account. Moreover, investments in money market mutual funds can be made and redeemed on a daily basis without fees or penalty, providing the liquidity needed to manage working capital needs. These funds also offer a diversified and expertly managed short- term investment vehicle. This allows companies to invest in one fund while diversifying exposure to a number of underlying investments. Additionally, investment advisors to money market mutual funds perform the credit analysis of the underlying assets so that treasurers and their staffs don't have to spend time and resources analyzing the credit worthiness of multiple individual investments, but rather the mutual fund itself. It is important to note that corporate treasurers understand the risk of investing in money market mutual funds. We are professional stewards of our companies' cash and we take our responsibility seriously. As a large food retailer, we have significant cash inflows and outflows on a daily basis that need to be managed efficiently and effectively. In the few instances when we have cash to invest, money market mutual funds are attractive to us since they are subject to a high degree of transparency, which means that we can easily ascertain what investments are in each money market mutual fund and the degree of risk associated with each fund. Money Market Mutual Funds as a Financing Source Money market mutual funds also represent a major source of funding to the corporate commercial paper market in the U.S., purchasing approximately 40 percent of all outstanding commercial paper. In April 2012, U.S. money market mutual funds held $380 billion in commercial paper, according to iMoneyNet. This source of financing is vital to companies across America as commercial paper is an easy, affordable way to quickly obtain short-term financing. Without money market mutual funds, the commercial paper market would be substantially less liquid, forcing companies to turn to more expensive means of financing. Higher financing costs will create a drag on business expansion and job creation. For example, Safeway is a business with significant swings in weekly cash flows, so we have found it most efficient to manage our net borrowing position in the commercial paper market. As our working capital needs can change over the course of a week by as much as $200 million, the ability to borrow overnight in the commercial paper market allows us to manage our position very efficiently. On a daily basis, we collect all of our cash, checks, and payment card receipts from our stores. We then review and pay all vendor and other operating and capital expenses. The commercial paper position is then adjusted accordingly through incremental borrowing or repayment to balance our daily books and avoid holding excess cash. If instead, we had to use our revolving credit facility with our banks for overnight borrowings, those borrowings would be priced at the Prime Rate, approximately 2.5 percent higher than where we can place overnight commercial paper. To request a more comparable, LIBOR-based funding from our bank group would require 3 days advance notice, be for a minimum term of 14 days and still be at a rate about 0.25 percent higher than our commercial paper for the same term. These borrowing restrictions would inevitably lead to over or under-borrowed positions because they will rely on longer term forecasts, further driving up costs when compared to balancing at the margin using overnight commercial paper. Our banks provide these credit facilities to serve as backup lines for commercial paper issuance. Their preference is to not fund these low-priced credit facilities to investment grade companies, and to save their capital for loans to lower rated companies which do not have the same access to public markets where they can earn higher returns. 2010 Changes to Rule 2a-7 Before discussing possible further changes in the regulation of money market mutual funds, it is important to emphasize that such changes will not occur in a vacuum. Just 2 years ago, the U.S. Securities and Exchange Commission made enhancements to money market mutual fund regulation through Rule 2a-7. These changes greatly strengthened these funds, but most importantly, increased their liquidity requirements. Funds are now required to meet a daily liquidity requirement such that 10 percent of the assets turn into cash in one day and 30 percent within one week. This large liquidity buffer makes it unlikely that large redemption requests--even at the rate seen in the 2008 financial crisis--would force a fund to sell assets at a loss prior to their maturity. Despite the fact that the 2010 reforms have just been implemented, advocates of further regulation have focused much attention on three significant structural changes to money market funds--redemption restrictions, a floating NAV and a mandatory capital buffer. As discussed below, we believe each of these would have a significant negative impact on the ongoing viability of these funds, and thereby inflict collateral damage on the corporate commercial paper market. Redemption Restrictions There are serious concerns about the SEC's potential implementation of redemption holdbacks or other restrictions on the ability to access funds invested in money market mutual funds. Some corporate treasures are already making plans to withdraw funds from money market accounts to have full access to their funds and avoid the complexities of monitoring simultaneous holdback positions on multiple transfers into and out of money market funds. The reasons for this should be obvious. If corporate treasurers can't get access to cash investments, they would be forced to seek alternative resources to meet working capital needs. This includes issuing debt or drawing on our credit facilities, incurring additional costs that may be deployed more efficiently elsewhere. Such actions are imprudent and illogical. Let me be clear: a corporate treasurer's number one priority is liquidity, so any kind of redemption holdback or restriction will not work. We would take our money elsewhere. Floating Net Asset Value There are similar concerns among the treasurer community with regard to the proposal to establish floating NAVs for money market mutual funds. Most treasury workstations built for managing corporate cash do not have accounting systems in place to track NAVs on each transfer into and out of money market funds. Treasury workstations would need to be upgraded to accommodate these changes, and that investment would significantly lag behind the timing of implementing floating NAVs. As a result, corporate treasurers would likely withdraw money market fund investments until the systems issue is solved. On a related note, the systems upgrade costs would force a reallocation of capital expenditure away from more economically productive uses like business expansion and job growth. Even putting the systems issue aside, many treasurers would refrain from returning to money market funds to avoid having to record the gains and losses on each investment that would flow through quarterly earnings results. Corporate treasurers diversify fund investments, and as such, are typically in multiple money market mutual funds at any given time. Tracking the capital gains and losses on each fund where investments and redemptions occur frequently is very complex. Treasurers currently don't have the manpower (or resources) to track this, nor do we have the desire to expend limited resources doing so. We would simply find other places for our cash. In addition, many treasurers are precluded from investing in variable rate instruments. Taken as a whole, the challenges associated with investment in floating NAV funds would outweigh the potential return for many treasurers. Capital Buffer One other proposal that the Securities and Exchange Commission has publicly discussed is the implementation of some type of capital buffer in an attempt to protect against losses. While this should sound appealing to investors, the reality is it doesn't. If the capital buffer is funded by the parent company, due to already thin profit margins, it would drive some fund companies out of business, leaving fewer choices for investors. Additionally, some costs may be passed on to investors. If the capital buffer is built up over time by allocating some of the fund's yield to the buffer, it would take too long to build the necessary buffer to protect against losses. Similarly, the creation of a subordinated class of shares to provide the buffer would require additional returns to be paid to those shareholders, and given the near zero interest rate environment, this could eliminate any remaining returns for investors. Thus, increasing fees or reducing yields is likely to deter many investors, including corporate treasurers, from investing in money market mutual funds. Summary/Conclusion In summary, Corporate Treasurers are very concerned about a sizable contraction of the 2a-7 money market mutual fund industry that is likely to result from the changes currently contemplated by the SEC. On the investing side, corporations would be forced to withdraw from prime money market funds to ensure full access to their money and avoid the accounting burden imposed by floating NAVs, and instead invest in less flexible bank investment products, other unregulated funds, or individual securities. In so doing, they would lose the liquidity and risk diversification benefit of the 2a-7 structure and increase individual counterparty risk. On the funding side, a decrease in 2a-7 capacity would lead to higher costs and less liquidity for commercial paper issuers, and place greater stress on banks to make up the difference with additional lending. There would be greater uncertainty in the daily activities of treasury departments, and that uncertainty would likely lead to more caution in planning capital investments to grow businesses and create jobs. Rule 2a-7 money market mutual funds have been the gold standard structure around the world for many years. The question must be asked, why make additional changes now? With the reforms implemented in 2010 to provide greater liquidity, safety and transparency, these funds have proven to be very stable and attractive investments during a time of great upheaval in global markets related to the European sovereign debt crisis. Given this stress test and resulting strong performance by money market mutual funds, we renew our advocacy position questioning whether any further regulation of the money market mutual fund industry by the SEC is needed. Altering the structure and nature of money market mutual funds would take away a vital short-term cash management tool for companies throughout the country. Thank you. ______ PREPARED STATEMENT OF DAVID S. SCHARFSTEIN Edmund Cogswell Converse Professor of Finance and Banking, Harvard Business School June 21, 2012 Chairman Johnson, Ranking Member Shelby, and Members of the Committee, thank you for the opportunity to appear here today to offer my perspectives on money market mutual fund reform. My name is David Scharfstein, and I am the Edmund Cogswell Converse Professor of Finance and Banking at Harvard Business School. I am also a member of the Squam Lake Group, which is comprised of 13 financial economists who offer guidance on the reform of financial regulation. Our group has issued a policy brief that advocates the introduction of capital buffers for money market funds. I would like to provide a rationale for our recommendations, but my statement, though aided by feedback from members of the Squam Lake Group, is not being made on its behalf or any other organizations with which I am affiliated. Introduction Observers of the first 35 years of money market fund (MMF) history might have concluded that MMFs are a relatively safe investment and cash management tool with no significant implications for financial system stability. But the events surrounding the financial crisis of 2007-2009 suggest otherwise. When the Primary Reserve Fund ``broke the buck'' after the failure of Lehman Brothers, it precipitated large redemptions from prime MMFs, mainly by institutional investors who were concerned that large MMF exposures to stressed financial firms would lead to losses. This ``run'' on prime MMFs added to stresses on the financial system at the peak of the financial crisis because large banks depend on MMFs for short-term funding. Faced with large withdrawals, MMFs were unable to invest in the commercial paper (CP), repurchase agreements (repo) and certificates of deposit (CDs) issued by large banks, broker-dealers, and finance companies. To stop the run, stabilize the money markets, and ease the funding difficulties of large financial institutions, the U.S. Treasury had little choice but to temporarily guarantee MMF balances. While extreme, the events of 2008 point to fundamental risks that prime money market funds pose for the financial system. The main points that I want to make are as follows: 1. Prime MMFs have evolved into a critical source of short-term, wholesale funding for large, global banks. They are now a much less important funding source for nonfinancial firms. 2. Prime MMF portfolios embed financial system risk because they are short-term claims on large, global banks. Moreover, during periods of stress to the financial system, some MMFs have actively taken on systemic risk by investing in higher- yielding, risky securities in an effort to grow their assets under management. 3. The structure of MMF funding embeds financial system risk because MMF shareholders can pull their funds on demand, and have done so en masse when risk is amplified. This in turn creates systemic funding difficulties for large banks that rely on MMFs for their funding. 4. The SEC's 2010 reforms are a potentially useful first step in enhancing money market fund stability, but more reforms are needed to reduce risk in the financial system. Requiring capital buffers large enough to meaningfully reduce portfolio and run risk is a desirable next step in MMF reform. Money Market Funds and Systemic Risk A. MMFs as an Important Funding Source for Large, Global Banks Total MMF assets are almost $2.6 trillion. Of this amount, $1.4 trillion are in prime funds, down from a peak of over $2 trillion in August 2008. Approximately $900 billion of prime MMF assets are in institutional funds, and the remainder are in retail funds. Importantly, prime MMF portfolios are mainly invested in money-market instruments issued by large, global banks--for the most part in CP, repo, and CDs. Exhibit 1 lists the largest nongovernment issuers of money market instruments held by prime MMFs. \1\ These top 50 issuers account for 93 percent of prime MMF assets that are not backed by the Government. And 93 percent of these are claims on large global banks, most of which (78 percent) are foreign banks. The rest are mostly claims on financial firms, including the finance arms of large corporations. There are only 2 nonfinancial firms in the top 50 issuers. Altogether, only about 3 percent of prime MMF assets are invested in paper issued by nonfinancial firms. A combination of dramatic growth of financial CP, and declining nonfinancial CP issuance since its peak in 2000, has meant that MMFs have small exposures to nonfinancial issuers. \2\ --------------------------------------------------------------------------- \1\ I am grateful to Peter Crane of Crane Data for providing these data. \2\ As of the first quarter 2012, there was only $127 billion of domestic nonfinancial CP outstanding, down from its peak of over $300 billion in 2000. Commercial paper is also a much smaller share of the liabilities of nonfinancial firms--now just 1.6 percent as compared to its peak of 6.5 percent in 2000. --------------------------------------------------------------------------- Given that prime MMFs mostly invest in money market instruments issued by financial firms, it is not surprising that they provide a sizable share of the short-term, wholesale funding of large financial institutions. A rough estimate is that prime MMFs provide about 25 percent of this funding. \3\ --------------------------------------------------------------------------- \3\ Here I am defining short-term wholesale funding as uninsured domestic deposits + primary dealer repo + financial CP. --------------------------------------------------------------------------- Thus, prime MMFs essentially collect funds from individuals and firms to provide financing to large banks, which in turn use the proceeds to buy securities and make loans. This process essentially adds a step in the chain of credit intermediation. The benefit of adding this step is that it provides MMF investors with a diversified pool of deposit-like instruments with the convenience of a single deposit-like account. But the cost is that it adds risk to the financial system. Risk is increased because MMFs allow investors to redeem their shares on demand, thereby increasing the likelihood of a run on MMFs and the banks they fund during periods of stress to the financial system. Risk may also be increased because MMFs have incentives to chase yield (and risk) in an effort to attract more assets. And investors may be willing move assets to a riskier fund because they can exit the fund on demand. MMFs and their investors do not take into account the full societal costs of the risks they take because they do not bear all the costs and because the Government has proven willing to support money markets and MMFs during times of financial system stress. Indeed, most of the Government interventions during the financial crisis were directed at supporting the money markets and money market funds. (See Exhibit 2 for a list of these interventions.) Regulation of MMFs is needed to reduce excessive run risk and portfolio risk. B. Systemic Portfolio Risk In a recent speech, Eric Rosengren, President and CEO of the Federal Reserve Bank of Boston, noted that there is considerable credit risk in the portfolios of prime MMFs as measured by credit default swap (CDS) spreads. \4\ He reported that as of September 30, 2011, 23 percent of holdings were backed by a firm with a CDS spread between 200 and 300 basis points, about 10 percent by a firm with a CDS spread between 300 and 400 basis points, and almost 5 percent were backed by a firm with a CDS spread in excess of 400 basis points. For reference, as of September 30, 2011, the average investment grade corporate bond had a CDS spread of roughly 145 basis points. \5\ Thus, as of September 2011, a meaningful fraction of the securities in prime MMFs were issued by firms with CDS spreads well in excess those of the safest investment grade companies. --------------------------------------------------------------------------- \4\ See, ``Money Market Mutual Funds and Financial Stability'', speech by Eric Rosengren at Federal Reserve Bank of Atlanta 2012 Financial Markets Conference, Stone Mountain, Georgia, April 11, 2012. http://www.bos.frb.org/news/speeches/rosengren/2012/041112/041112.pdf \5\ In particular, the CDX.IG CDS index, which includes 125 investment grade corporate bonds, had a 5-year CDS spread of 144 basis points on September 30, 2011. By contrast, the CDX.HY CDS index, which includes 100 high yield bonds, had a 5-year CDS spread of 829 bps. Note that these CDS spreads are for bonds with a longer maturity and, in some cases, lower seniority than the money market instruments held in MMF portfolios, and thus will tend to be riskier. Nevertheless, the point is that MMFs can have significant exposures to risky banks. --------------------------------------------------------------------------- Importantly, because MMFs own a pool of claims on large financial institutions, this credit risk also includes considerable financial system risk. If the financial system is under stress, as it was in the 2 years surrounding the failure of Lehman Brothers in September 2008, it manifests itself in short-term funding difficulties, and an increase in the risk of money market instruments. Moreover, during the financial crisis of 2007-2009, and the more recent eurozone sovereign debt crisis, some MMFs actually sought to increase risk and yield in an attempt to attract investors and grow assets under management in a low interest-rate environment. In particular, during the summer of 2007, interest rates on asset-backed commercial paper (ABCP) rose dramatically in response to concerns about the quality of subprime loans that served as collateral for these conduits. Some MMFs responded to this spike in market risk by actually increasing portfolio risk, taking on higher-yielding instruments like ABCP in an effort to boost returns and attract new investors. Indeed, institutional investors proved to be very responsive to higher yields, moving assets to MMFs that had increased yields and risk. Exhibit 3, based on data used in a 2012 study by Marcin Kacperczyk and Philipp Schnabl, shows that MMFs offering the highest yields were able to grow their assets by close to 60 percent from August 2007-August 2008, while those that did not increase yields by very much saw little or no asset growth. \6\ --------------------------------------------------------------------------- \6\ See, Marcin Kacperczyk and Philipp Schnabl, ``How Safe Are Money Market Funds?'' Working Paper, Stern School of Business, New York University, April 2012. I am grateful to Philipp Schnabl for preparing Exhibit 3. --------------------------------------------------------------------------- Prime institutional funds responded in similar fashion to the eurozone sovereign debt crisis. As concerns rose about the exposure of eurozone banks to struggling eurozone countries (such as Greece, Portugal, Spain, and Italy), yields on instruments issued by these banks increased. This created an opportunity for MMFs to increase yields and attract assets, albeit with an increase in risk. Indeed, a recent study by Sergey Chernenko and Adi Sunderam finds that some funds loaded up on the riskier, higher-yielding securities of eurozone banks and in the process were able to grow assets. \7\ --------------------------------------------------------------------------- \7\ Sergey Chernenko and Adi Sunderam, ``The Quiet Run of 2011: Money Market Funds and the European Debt Crisis'', Working Paper, Harvard Business School, March 2012. --------------------------------------------------------------------------- Two important points emerge from these studies. First, some MMFs view it as in their interest to chase risk in an attempt to increase yields and grow assets even though such risk-taking could threaten the viability of the fund, trigger runs at the fund and other ones (as later happened with the Reserve Primary Fund), and ultimately threaten the stability of the broader financial system. Second, institutional investors can be extremely yield sensitive and risk tolerant; they appear willing to move large sums to increase returns by 10 or 20 basis points. In part, this may be because they get some measure of protection from the option to redeem their shares on demand. But when they protect themselves in this way, they exacerbate the stress on MMFs and they threaten the ability of MMFs to fund the activities of the banking sector. C. Systemic Funding Risk As just noted, the funding structure of MMFs creates risks for the broader financial system. Because MMF shares are demandable claims-- they allow investors to redeem their shares on a daily basis--investors can pull their funds from MMFs at the slightest hint of trouble. Funding risks are also amplified by the fact that MMFs are allowed to maintain a stable $1 NAV per share using amortized cost accounting and rounding. This enables investors to redeem their shares at a $1 share price even if the marked-to-market value is less than $1 per share. The stable NAV feature creates incentives for investors to beat other investors out the door before the fund breaks the buck and is no longer allowed to redeem shares at the $1 share price. A run is not just damaging to the MMF, but it could be damaging to the broader financial system. A run at one MMF could precipitate runs on other MMFs if, as one might expect, investors are concerned that the factors that led to losses in one fund could affect other funds. In this case, multiple funds will have difficulty rolling over the securities in their portfolio, amplifying the funding stresses on financial institutions, which can spill over into the real economy. It is altogether possible that an otherwise healthy bank will face funding difficulties because the failure of another bank leads to a run on the MMF sector. A systemic MMF run has occurred twice in the last 4 years. As shown in Exhibit 4, the failure of Lehman Brothers in September 2008 precipitated a run on prime institutional MMFs, with assets falling by 29 percent within 2 weeks. There was no run on prime funds by retail investors. The run would likely have been much more severe had Treasury not stepped in and temporarily guaranteed MMF balances. A similar, but slower-moving version of this story played out in the second half of 2011, as prime institutional MMF investors became concerned about the exposure of European banks to the sovereign debt of struggling eurozone countries. Given the large presence of money market instruments issued by eurozone banks in the portfolios of U.S. MMFs, this led to significant redemptions from prime institutional MMFs from June-December 2011, as shown in Exhibit 4. Again, the redemptions were more pronounced among institutional investors than retail investors. This is consistent with research showing that it is institutional investors that are more prone to chase yield and risk, and then pull their funds when their perspectives on risk change. \8\ MMF outflows have added to the stresses on eurozone banks, particularly on their ability to fund their dollar loans both here and abroad. --------------------------------------------------------------------------- \8\ Kacperczyk and Schnabl, op. cit. --------------------------------------------------------------------------- Regulatory Reform Alternatives and the Need for Capital Buffers The broad goal of money market fund regulation should be to ensure that portfolio risk and funding risk are within acceptable limits. Regulation can take a variety of forms to achieve this objective. Portfolio risk can be limited by placing restrictions on what MMFs can hold in their portfolios, or by reducing the incentives of MMFs to take excessive risk. Funding risk can be limited by reducing the ability of shareholders to redeem their shares on demand, or by reducing their incentives to do so. A number of reform proposals are being considered, including elimination of stable NAVs and capital buffers (possibly combined with redemption restrictions). These reforms would be in addition to new regulations adopted by the SEC in early 2010, which require MMFs to hold more liquid, higher quality and shorter maturity assets, allow MMFs to suspend redemptions under certain conditions, and require more disclosure of MMF portfolio holdings and their value. The MMF industry has argued that these reforms are sufficient to ensure MMF safety. \9\ While these reforms may, in fact, be helpful in reducing portfolio and funding risk, SEC Chairman Mary Shapiro is right to point out that more needs to be done. \10\ While it is desirable to have MMFs hold more liquid securities to buffer against large redemptions, it is often difficult for regulators to identify assets that will continue to be liquid during a liquidity crisis. Indeed, even securities backed by high quality collateral became illiquid during the financial crisis in 2008. \11\ Moreover, the requirement that MMFs hold shorter maturity securities, while potentially enhancing the safety of MMFs, may actually come in conflict with the objectives of other regulatory initiatives to get banks to be less reliant on short-term, wholesale funding. \12\ --------------------------------------------------------------------------- \9\ See, for example, ``Response to Reported SEC Money Market Funds Proposals'', Investment Company Institute, February 17, 2012. \10\ SEC Chairman Schapiro is quoted as saying, ``While many say our 2010 reforms did the trick--and no more reform is needed--I disagree. The fact is that those reforms have not addressed the structural flaws in the product. Investors still have incentives to run from money market funds at the first sign of a problem.'' See, Sarah N. Lynch, ``SEC Schapiro Renews Call for Money Fund Reforms'', Reuters, March 15, 2012. \11\ See, Morgan Ricks, ``Reforming the Short-Term Funding Markets'', The Harvard John M. Olin Discussion Paper Series, No. 713, May 2012. \12\ In particular, the Tri-Party Repo Task Force established by Federal Reserve Bank of New York has recommended that dealers should shift to longer-term repo funding. See also ``Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,'' Bank for International Settlements, December 2010, for a description of international regulatory initiatives to reduce bank dependence on short-term funding. --------------------------------------------------------------------------- Additional reforms are also needed because a number of the tools that the Government used to support money markets and stabilize MMFs are now more restricted or unavailable. In particular, the Emergency Economic Stabilization Act of 2008, the legislation that created the Troubled Asset Relief Program, outlaws the use of Treasury's Exchange Stabilization Fund to guarantee MMF shares as it did in September 2008. And programs that the Federal Reserve and FDIC introduced to stabilize money markets during the crisis would now require either executive branch or Congressional approval. \13\ Some might argue that without these emergency supports, moral hazard will be reduced and, as a result, MMFs and their shareholders will take less risk. But the response of MMFs and their shareholders to the eurozone sovereign debt crisis suggests otherwise. --------------------------------------------------------------------------- \13\ Ricks, op. cit. --------------------------------------------------------------------------- The two main types of reform proposals are (i) replacement of the stable NAV structure with a floating NAV structure; (ii) various forms of capital buffers. The capital buffer proposals include: requirements that sponsors put their own capital at risk; creation of two shareholder classes, one subordinate to the other; and redemption holdbacks that are put at risk when shareholders redeem their shares. Floating NAV Proposal As noted, above stable NAVs exacerbate run incentives when MMFs get in trouble because early redemptions are made at the $1 share price even if the market-value NAV is less than $1. There are a number of ways in which a floating NAV structure would help promote MMF stability. First, it would reduce the benefits of early redemptions from a stressed fund since redemptions would occur at market values rather than an inflated $1 NAV. Second, it would likely make clear to investors that MMFs are risky investment vehicles and it would provide a more transparent view of the risk. This could help to dampen the sort of yield-chasing behavior we have recently observed, followed by the runs that occur during a crisis. Thus, the floating NAV proposal, while mainly acting to reduce funding risk, could also help to reduce portfolio risk. The MMF industry has strongly opposed floating NAVs, arguing that investors derive significant operating, accounting, and tax management benefits from the ability to transact at a fixed price. \14\ While there may be benefits of such a pricing structure, it is unclear how much of the institutional demand for MMFs derives from such a structure. After all, many large institutional investors manage their own pool of money market instruments, which of course fluctuate in value. It is possible that a good deal of MMF demand comes from the higher yields they have historically been able to offer, combined with the potential benefits of being able to diversify across money market instruments. These benefits would continue to exist in a floating NAV structure. --------------------------------------------------------------------------- \14\ See, ``Report of the Money Market Working Group'', Investment Company Institute, March 17, 2009. --------------------------------------------------------------------------- Another concern is that floating NAVs might not be sufficient to stop runs in times of stress. Advocates of floating NAVs believe that the fixed NAV structure is the attribute of MMFs that significantly exacerbates run incentives. An alternative view is that runs derive from a change in investor perception of risk combined with their ability to redeem shares on demand regardless of whether the redemption occurs at $1 or slightly less. Indeed, given the illiquidity of securities in MMF portfolios, mass selling of those securities could drive down their price. The prospect of fire sales also gives MMF shareholders incentives to exit early and could precipitate a run. One MMF industry study has pointed out that floating-NAV instruments, such as ``ultra-short'' bond funds and certain French floating-NAV money market funds were not immune from substantial sudden redemptions during the financial crisis. \15\ If so, then some form of a capital buffer could be a more effective run-prevention mechanism. --------------------------------------------------------------------------- \15\ Ibid. --------------------------------------------------------------------------- Capital Buffers The Squam Lake Group, of which I am a member, has proposed capital buffers as a mechanism for promoting more stable MMFs. \16\ The policy brief outlines a number of possible ways that capital buffers could be structured and suggests that individual MMFs be given some flexibility in choosing the precise form of the buffer. For example, some sponsors may prefer to set aside their own capital, while others may prefer to issue a subordinated, loss-absorbing share class. While some choice may be desirable, it will be necessary to restrict the menu of options so that investors can readily assess the degree of capital support. --------------------------------------------------------------------------- \16\ ``Reforming Money Market Funds: A Proposal by the Squam Lake Group'', January 14, 2011. --------------------------------------------------------------------------- With a capital buffer, first losses are incurred by capital providers, either fund sponsors or subordinated share classes. This reduces the incentive of MMF investors to run because they can be more confident that their investment is protected. A capital buffer could also act to reduce portfolio risk. If the sponsor provides the capital, the sponsor would presumably have greater incentives than it does now to avoid losses. Even if capital is provided by a subordinated share class, sponsors would have incentives to reduce portfolio risk to limit the cost of this capital and increase yields on the senior share classes. Although capital buffers may seem like a significant departure from the current regime, MMF sponsors have often provided capital support when necessary. As documented recently by Eric Rosengren, fund sponsors provided capital support in 56 instances from 2007-2010. In nine cases, support exceeded 1 percent of net asset value. \17\ However, capital requirements are preferable to ad hoc capital support because with capital requirements investors will know that there is layer of capital support to protect them; if capital support is ad hoc, investors will run in the face of uncertainty about whether support will be forthcoming. --------------------------------------------------------------------------- \17\ Rosengren, op. cit. --------------------------------------------------------------------------- There is also active debate about what the right level of capital should be. Industry advocates suggest relatively low levels of capital given historical loss rates. However, it is important to set capital levels comfortably above historical loss rates and prior levels of ad hoc capital support so that investors are confident that their funds are safe and have no incentive to run. In addition, historical loss during the crisis of 2007-2009 occurred against the backdrop of extraordinary Government support of the money markets and money market funds. Without such support, which may not be forthcoming to the same degree in the next crisis, loss rates could well be higher than the historical crisis average. For these reasons, capital buffers would need to be set meaningfully in excess of historical loss rates and ad hoc capital support levels. Finally, the MMF industry has generally opposed capital buffers, arguing that they are costly and would make MMF sponsorship unprofitable. While there are costs of a capital buffer, the costs should not be particularly high if, as industry opponents argue, MMFs are relatively safe. \18\ Moreover, as discussed above Moreover, capital is also costly to banks, and yet there is widespread agreement that they should hold capital. Like banks, MMFs are systemically significant financial intermediaries and as such should have capital buffers to promote a more stable financial system. --------------------------------------------------------------------------- \18\ For example, suppose there was a capital buffer that required sponsors to set aside 2 percent of NAV in Treasuries. Sponsors would have to pay a liquidity premium for holding Treasuries. This liquidity premium is on the order of 1 percent. With a 2 percent buffer, this cost amounts to just 2 basis points. The potentially greater cost comes from the possibility that the sponsor loses the capital as compared to a situation where the sponsor just walks away from the fund. If the risk is low, this cost should be minimal. Note also that many sponsors choose to support their funds when they risk breaking the buck, so relative to such noncontractual support the cost of the buffer is even lower. --------------------------------------------------------------------------- Thank you for the opportunity to present my views on money market fund reform. I look forward to answering any questions you may have. [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT] Additional Material Supplied for the Record PREPARED STATEMENT SUBMITTED BY THE FINANCIAL SERVICES INSTITUTE [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT] LETTER SUBMITTED BY MICHELE M. JALBERT, EXECUTIVE DIRECTOR--POLICY AND STRATEGY, THE NEW ENGLAND COUNCIL [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT] PREPARED STATEMENT SUBMITTED BY JEFFREY N. GORDON, RICHARD PAUL RICHMAN PROFESSOR OF LAW AND CO-DIRECTOR, CENTER FOR LAW AND ECONOMIC STUDIES, COLUMBIA LAW SCHOOL [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]