[Federal Register Volume 78, Number 204 (Tuesday, October 22, 2013)]
[Notices]
[Pages 62893-62896]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-24678]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70689; File No. SR-NSCC-2013-802]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Notice of Filing Amendment No. 3 to Advance Notice, as 
Previously Modified by Amendment Nos. 1 and 2, To Institute 
Supplemental Liquidity Deposits to Its Clearing Fund Designed To 
Increase Liquidity Resources To Meet Its Liquidity Needs

October 15, 2013.
    On March 21, 2013, National Securities Clearing Corporation 
(``NSCC'') filed with the Securities and Exchange Commission 
(``Commission'') advance notice SR-NSCC-2013-802 (``Advance Notice'') 
pursuant to Section 806(e)(1) of the Payment, Clearing, and Settlement 
Supervision Act of 2010 (``Clearing Supervision Act'') \1\ and Rule 
19b-4(n)(1)(i) \2\ thereunder.\3\ On April 19, 2013, NSCC filed with 
the Commission Amendment No. 1 to the Advance Notice, which the 
Commission published for comment in the Federal Register on May 1, 
2013.\4\ On May 20, 2013, the Commission extended the period of review 
of the Advance Notice, as modified by Amendment No. 1.\5\ On June 11, 
2013, NSCC filed with the Commission Amendment No. 2 to the Advance 
Notice, as previously modified by Amendment No. 1, which the Commission 
published for comment in the Federal Register on July 15, 2013.\6\ As 
of October 15, 2013, the Commission had received 22 comment letters on 
the proposal contained in the Advance Notice and its related Proposed 
Rule Change,\7\ including NSCC's two responses to the comment letters 
received as of August 20, 2013.\8\
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    \1\ 12 U.S.C. 5465(e)(1).
    \2\ 17 CFR 240.19b-4(n)(1)(i).
    \3\ NSCC also filed the proposal contained in the Advance Notice 
as proposed rule change SR-NSCC-2013-02 (``Proposed Rule Change'') 
under Section 19(b)(1) of the Securities and Exchange Act of 1934 
(``Exchange Act'') and Rule 19b-4 thereunder. Release No. 34-69313 
(Apr. 4, 2013), 78 FR 21487 (Apr. 10, 2013). On April 19, 2013, NSCC 
filed Amendment No. 1 to the Proposed Rule Change, which, on May 22, 
2013, the Commission published notice of and designated a longer 
period of review for Commission action on the Proposed Rule Change, 
as modified by Amendment No. 1. Release No. 34-69620 (May 22, 2013), 
78 FR 32292 (May 29, 2013). On June 11, 2013, NSCC filed Amendment 
No. 2 to the Proposed Rule Change, which the Commission published 
notice of with an order instituting proceedings to determine whether 
to approve or disapprove the Proposed Rule Change (``Order 
Instituting Proceedings''). Release No. 34-69951 (Jul. 9, 2013), 78 
FR 42140 (Jul. 15, 2013). On September 25, 2013, the Commission 
designated a longer period of review for Commission action on the 
Order Instituting Proceedings. Release No. 34-70501 (Sep. 25, 2013), 
78 FR 60347 (Oct. 1, 2013). On October 7, 2013, NSCC filed Amendment 
No. 3 to the Proposed Rule Change, of which the Commission published 
notice. Release No. 34-70688 (Oct. 15, 2013). The proposal in the 
Advance Notice, as amended, and the Proposed Rule Change, as 
amended, shall not take effect until all regulatory actions required 
with respect to the proposal are completed.
    \4\ Release No. 34-69451 (Apr. 25, 2013), 78 FR 25496 (May 1, 
2013).
    \5\ Release No. 34-69605 (May 20, 2013), 78 FR 31616 (May 24, 
2013).
    \6\ Release No. 34-69954 (Jul. 9, 2013), 78 FR 42127 (Jul. 15, 
2013).
    \7\ See Comments Received on File Nos. SR-NSCC-2013-02 (http://sec.gov/comments/sr-nscc-2013-02/nscc201302.shtml) and SR-NSCC-2013-
802 (http://sec.gov/comments/sr-nscc-2013-802/nscc2013802.shtml). 
Since the proposal contained in the Advance Notice was also filed as 
a Proposed Rule Change, see Release No. 34-69313, supra note 3, the 
Commission is considering all public comments received on the 
proposal regardless of whether the comments are submitted to the 
Advance Notice, as amended, or the Proposed Rule Change, as amended.
    \8\ NSCC also received a comment letter directly prior to filing 
the Advance Notice and related Proposed Rule Change with the 
Commission, which NSCC provided to the Commission in Amendment No. 1 
to the filings. See Exhibit 2 to File No. SR-NSCC-2013-802 (http://sec.gov/rules/sro/nscc/2013/34-69451-ex2.pdf).

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[[Page 62894]]

    Pursuant to Section 806(e)(1) of the Clearing Supervision Act \9\ 
and Rule 19b-4(n)(1)(i) \10\ thereunder, notice is hereby given that on 
October 4, 2013, NSCC filed with the Commission Amendment No. 3 to the 
Advance Notice, as previously modified by Amendment Nos. 1 and 2, as 
described in Item I, II and III below, which Items have been prepared 
primarily by NSCC. The Commission is publishing this notice to solicit 
comments on the Advance Notice, as modified by Amendment No. 3, from 
interested persons.\11\
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    \9\ 12 U.S.C. 5465(e)(1).
    \10\ 17 CFR 240.19b-4(n)(1)(i).
    \11\ Defined terms that are not defined in this notice are 
defined in Amended Exhibit 5 to the Advance Notice, available at 
http://sec.gov/rules/sro/nscc.shtml, under File No. SR-NSCC-2013-
802, Additional Materials.
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I. Clearing Agency's Statement of the Terms of Substance of the Advance 
Notice

    The Advance Notice, as modified by Amendments No. 1, No. 2, and No. 
3, is a proposal by NSCC to amend its Rules & Procedures (the ``NSCC 
Rules'') to provide for supplemental liquidity deposits to its Clearing 
Fund (the ``NSCC Clearing Fund'') to ensure that NSCC has adequate 
liquidity resources to meet its liquidity needs (the ``SLD Proposal'' 
or sometimes the ``Proposal''), as described below. NSCC filed 
Amendment No. 3 (this ``Amendment'') to the Advance Notice, as 
previously modified by Amendment No. 1 and No. 2, in order to delete 
the provisions in the proposed Rule relating to Regular Activity 
Liquidity Obligations (as defined), to respond to concerns raised by 
Members. As a result the Proposal, as revised, would impose 
supplemental liquidity obligations on affected Members only with 
respect to activity relating to monthly options expiry periods (defined 
in the proposed Rule as ``Special Activity Liquidity Obligations'').

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Advance Notice

    In its filing with the Commission, NSCC included statements 
concerning the purpose of and basis for the Advance Notice, as modified 
by Amendment No. 3, and discussed any comments it received on the 
Advance Notice. The text of these statements may be examined at the 
places specified in Item IV below. NSCC has prepared summaries, set 
forth in sections A, B, and C below, of the most significant aspects of 
such statements.

(A) Advance Notice Filed Pursuant to Section 806(e) of the Payment, 
Clearing and Settlement Supervision Act

1. Description of Change
Existing Proposal
    As noted in the original proposal contained in the Advance Notice, 
as modified by Amendments No. 1 and No. 2, the SLD Proposal would 
modify the NSCC Rules to add a new Rule 4(A), to establish a 
supplemental liquidity funding obligation designed to cover the 
liquidity exposure attributable to those Members and families of 
affiliated Members (``Affiliated Families'') that regularly incur the 
largest gross settlement debits over a settlement cycle during both 
times of normal trading activity (``Regular Activity Periods'') and 
times of increased trading and settlement activity that arise around 
monthly options expiration dates (``Options Expiration Activity 
Periods'').
    Under the existing Proposal, the Liquidity Obligation of a Member 
or Affiliated Family with respect to a Regular Activity Period (a 
``Regular Activity Liquidity Obligation'') or an Options Expiration 
Activity Period (a ``Special Activity Liquidity Obligation'') would be 
imposed on the 30 Members or Affiliated Families who generate the 
largest aggregate liquidity needs over a settlement cycle that would 
apply in the event of a closeout (that is, over a period from date of 
default through the following three settlement days), based upon an 
historical look-back period. The calculations for both the Regular 
Activity Liquidity Obligation and the Special Activity Liquidity 
Obligation were designed so that NSCC has adequate liquidity resources 
to enable it to settle transactions, notwithstanding the default of one 
of these 30 largest Members or Affiliated Families during Regular 
Activity Periods, as well as during Options Expiration Activity 
Periods. The liquidity obligations imposed on Members of Affiliated 
Families would be apportioned among the Members in that Affiliated 
Family in proportion to the liquidity risk (or peak exposure) they 
present to NSCC. The Regular Activity Liquidity Obligation of an 
Unaffiliated Member or Affiliated Family that has a Regular Activity 
Liquidity Obligation (a Regular Activity Liquidity Provider) is 
satisfied by such Regular Activity Liquidity Provider making a Regular 
Activity Supplemental Deposit to the Clearing Fund in the amount of its 
Regular Activity Liquidity Obligation, offset by (i) the total amount 
(if any) if its commitment and the commitment of its ``Designated 
Lender'' under NSCC's committed line of credit (the ``Credit 
Facility'') and (ii) a share of the unallocated commitments of other 
lenders under the Credit Facility.
    The cash deposit in respect of a Special Activity Liquidity 
Obligation (a ``Special Activity Supplemental Deposit'') is structured 
in the existing SLD Proposal to address any additional liquidity 
shortfalls (over and above NSCC's other available liquidity resources) 
that arise during the heightened activity period around monthly options 
expiration. As such, these additional Special Activity Supplemental 
Deposits would be required to be maintained on deposit with NSCC only 
through the completion of the related settlement cycle and for a few 
days thereafter.
Objections From Commenters
    The key concerns raised by commenters with respect to the existing 
SLD Proposal were as follows:
    First, commenters claimed that Members were not sufficiently 
consulted or involved during the development of the Proposal (even 
though NSCC management conducted significant Member outreach), so that 
the Proposal lacked input that could have potentially resulted in a 
less burdensome approach.
    Second, commenters claimed that the Proposal was anticompetitive or 
discriminatory because the obligation to provide supplemental liquidity 
was imposed on only the 30 largest Unaffiliated Members or Affiliated 
Families (even though those Members collectively represent 
approximately 85% of NSCC's total membership by peak liquidity needs), 
rather than all Members of NSCC. This concern was raised in the context 
of Regular Activity Supplemental Deposits.
    Third, commenters claimed that the existing Proposal was 
anticompetitive or discriminatory because, with respect to Regular 
Activity Supplemental Deposits, it gave a dollar for dollar credit for 
commitments made by Regular Activity Liquidity Providers or their 
Designated Lenders under the Credit Facility--supposedly favoring 
Regular Activity Liquidity Providers with affiliated banks.
    NSCC believes that the proposed amendments and items described 
below address or mitigate all of these concerns.
Proposed Amendments
    NSCC is proposing to amend the existing SLD Proposal by removing 
those provisions that, collectively, deal with the imposition of 
Regular Activity Liquidity Obligations, while

[[Page 62895]]

maintaining the provisions relating to Special Activity Liquidity 
Obligations. The proposed Rule, as so revised, would thus impose only 
Special Activity Liquidity Obligations with respect to the heightened 
activity of Options Expiration Activity Periods (that is, the four days 
beginning with the Friday that precedes the monthly expiration date for 
stock options, and ending on the third settlement day following). Under 
the revised Proposal, as under the existing Proposal as it relates to 
Special Activity Liquidity Obligations, only those Unaffiliated Members 
or Affiliated Families among the top 30 whose activity during monthly 
Options Expiration Activity Periods generate liquidity needs in excess 
of NSCC's then available liquidity resources will be obligated to fund 
such additional amounts. That is, the allocation formula ratably 
applies the additional amount needed during the relevant Options 
Expiration Activity Period based upon the affected Member's Special 
Activity Peak Liquidity Exposure. To the extent that a Member's Special 
Activity Peak Liquidity Exposure is less than or equal to NSCC's then 
available liquidity resources, its share of the Special Activity Peak 
Liquidity Need will be zero.
    In addition, under the revised SLD Proposal, as under the existing 
Proposal as it relates to Special Activity Liquidity Obligations, 
Unaffiliated Members and Affiliated Families, will be able to manage 
their exposures by making Special Activities Prefund Deposits where 
they project their own activity will increase their liquidity exposure. 
For example, if a Special Activity Liquidity Provider anticipates that 
its Special Activity Peak Liquidity Exposure at any time during a 
particular Options Expiration Activity Period will be greater than the 
amount calculated by NSCC, it can make an additional cash deposit to 
the Clearing Fund (in excess of its Required Deposit) that it 
designates as a ``Special Activity Prefund Deposit.'' However, to the 
extent that a Member fails to adequately prefund its activity, it may 
be subject to a Special Activity Liquidity Call in the same manner as 
provided in the existing Proposal.
    With these changes, NSCC is removing those provisions of the 
existing SLD Proposal that generated most concern from commenters, 
while retaining those provisions that enable NSCC to collect additional 
liquidity resources to cover the heightened liquidity needs that arise 
during monthly Options Expiration Activity Periods. Every Unaffiliated 
Member and Affiliated Family among the top 30 whose activity causes a 
liquidity need in excess of NSCC's available liquidity resources will 
contribute ratably to such shortfall, so the Proposal fairly and 
equitably apportions the obligation among those Unaffiliated Members 
and Affiliated Families whose activity cause the need. The removal of 
those provisions relating to how commitments under the Credit Facility 
would be credited against the cash deposit obligations of Regular 
Activity Liquidity Providers render concerns about such allocation 
moot.
    As indicated in NSCC's August 20, 2013 letter to the Commission, 
DTCC is separately establishing a standing member-based advisory group, 
the Clearing Agency Liquidity Council (``CALC''), as a forum for the 
discussion of liquidity and liquidity-related financing needs and 
trends. The CALC will initially focus on liquidity initiatives 
currently being considered by NSCC to address liquidity funding during 
periods of normal activity, including issues raised by commenters on 
the existing SLD Proposal. In response to commenters' more general 
concerns regarding NSCC's reliance on the Credit Facility and related 
refinancing risk, NSCC will review with the CALC the financing options 
available to NSCC to supplement the Clearing Fund as a liquidity 
resource, and the related costs of those options. Any new initiatives 
proposed as a result of the CALC review that require regulatory 
approval will be addressed in a separate filing.
    Reporting. As noted in the previous amendment to the Advance 
Notice, NSCC agrees that Members have to be able to plan for their 
liquidity obligations. At the same time, NSCC also believes it is 
critical that Members understand the risks that their own activity 
presents to NSCC, and be prepared to monitor their activity and alter 
their behavior if they want to minimize the liquidity risk they present 
to NSCC. Accordingly, NSCC will make available to each Member a daily 
report showing the amount of liquidity NSCC would need in the event of 
the default of such Member. Separately, NSCC will provide, and continue 
to discuss with Special Activity Liquidity Providers, the reports 
regarding their Special Activity Liquidity Obligations as currently 
provided in the proposed Rule.
    Finally, the amendment makes certain technical corrections and 
clarifies the time period for when Special Activity Liquidity Calls 
must be satisfied.
    Implementation Timeframe. The SLD Proposal will be implemented on 
February 1, 2014. As a result, the first time that Members will be 
obligated to fund any Special Activity Supplemental Deposits will be 
for the Options Expiration Activity Period in February 2014. NSCC Risk 
staff will provide to affected Members their Special Activity Peak 
Liquidity Exposures for the relevant Special Activity Lookback Period 
by no later than January 15, 2014.
2. Anticipated Effect on Management of Risk
    As described in above, NSCC is proposing to amend the Advance 
Notice to address concerns raised by commenters, by removing provisions 
relating to Regular Activity Liquidity Obligations, while maintaining 
provisions relating to Special Activity Liquidity Obligations. NSCC 
believes that the SLD Proposal, as amended hereby, has been designed to 
mitigate any unintended impact on competition that may have been 
perceived by the existing SLD Proposal, while ameliorating liquidity 
risk by providing NSCC with a mechanism to cover peak liquidity needs 
relating to options expiry periods.

(B) Comments on Competition

    NSCC believes that the revised SLD Proposal will not impose any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Securities and Exchange Act of 1934, 
as amended (``Exchange Act''). The Special Activity Liquidity 
Obligations imposed on Special Activity Liquidity Providers will ensure 
that all Unaffiliated Members and Affiliated Families whose activity 
present liquidity exposure to NSCC during periods of heightened 
activity during Options Expiration Activity Periods fairly and 
equitably contribute to NSCC's liquidity resources for settlement. NSCC 
believes the changes that have been made to the existing Proposal fully 
address the concerns raised by commenters, and eliminate any impact 
that the SLD Proposal might have on competition. To the extent there 
remains any perceived burden on competition caused by the Proposal, 
NSCC believes that such burden is not unreasonable or inappropriate to 
prevent systemic risk given that the Proposal contributes to the goal 
of financial stability in the event of Member default.

(C) Clearing Agency's Statement on Comments on the Advance Notice 
Received From Members, Participants, or Others

    Written comments on the Advance Notice, including NSCC's formal 
response to the written comments, have

[[Page 62896]]

been filed with the Commission and are available on the Commission's 
Web site.

III. Date of Effectiveness of the Advance Notice and Timing for 
Commission Action

    The clearing agency may implement the proposed change pursuant to 
Section 806(e)(1)(G) of the Clearing Supervision Act \12\ if it has not 
received an objection to the proposed change within 60 days of the 
later of (i) the date that the Commission received the advance notice 
or (ii) the date the Commission receives any further information it 
requested for consideration of the notice. The clearing agency shall 
not implement the proposed change if the Commission has any objection 
to the proposed change.
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    \12\ 12 U.S.C. 5465(e)(1)(G).
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    The Commission may extend the period for review by an additional 60 
days if the proposed change raises novel or complex issues, subject to 
the Commission providing the clearing agency with prompt written notice 
of the extension. A proposed change may be implemented in less than 60 
days from the date of receipt of the advance notice, or the date the 
Commission receives any further information it requested, if the 
Commission notifies the clearing agency in writing that it does not 
object to the proposed change and authorizes the clearing agency to 
implement the proposed change on an earlier date, subject to any 
conditions imposed by the Commission. The clearing agency shall post 
notice on its Web site of proposed changes that are implemented.
    The proposal shall not take effect until all regulatory actions 
required with respect to the proposal are completed.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the Advance 
Notice, as modified by Amendment No. 3, is consistent with the Clearing 
Supervision Act. Comments may be submitted by any of the following 
methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File No. SR-NSCC-2013-802 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-NSCC-2013-802. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the Advance Notice, as amended, that 
are filed with the Commission, and all written communications relating 
to the Advance Notice, as amended, between the Commission and any 
person, other than those that may be withheld from the public in 
accordance with the provisions of 5 U.S.C. 552, will be available for 
Web site viewing and printing in the Commission's Public Reference 
Room, 100 F Street NE., Washington, DC 20549, on official business days 
between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filings 
also will be available for inspection and copying at the principal 
office of NSCC and on NSCC's Web site at http://dtcc.com/legal/rule_filings/nscc/2013.php. All comments received will be posted without 
change; the Commission does not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly. All submissions should refer to File No. SR-
NSCC-2013-802 and should be submitted on or before November 5, 2013.

    By the Commission.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-24678 Filed 10-21-13; 8:45 am]
BILLING CODE 8011-01-P