[Federal Register Volume 82, Number 100 (Thursday, May 25, 2017)]
[Notices]
[Pages 24177-24180]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-10690]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80734; File Nos. SR-DTC-2017-002; SR-FICC-2017-006; SR-
NSCC-2017-002]


Self-Regulatory Organizations; The Depository Trust Company; 
Fixed Income Clearing Corporation; National Securities Clearing 
Corporation; Order Approving Proposed Rule Changes To Enhance the 
Credit Risk Rating Matrix and Make Other Changes

May 19, 2017.
    On March 22, 2017, The Depository Trust Company (``DTC''), Fixed 
Income Clearing Corporation (``FICC''), and National Securities 
Clearing Corporation (``NSCC,'' each a ``Clearing Agency,'' and 
collectively, ``Clearing Agencies'') filed with the Securities and 
Exchange Commission (``Commission'') proposed rule changes SR-DTC-2017-
002, SR-FICC-2017-006, and SR-NSCC-2017-002 (collectively, the 
``Proposed Rule Changes'') pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 
thereunder.\2\ The Proposed Rule Changes were published for comment in 
the Federal Register on April 11, 2017.\3\ The Commission received no 
comments to the Proposed Rule Changes. This order approves the Proposed 
Rule Changes.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4. The Clearing Agencies also filed the 
Proposed Rule Changes as advance notices pursuant to Section 
806(e)(1) of the Payment, Clearing, and Settlement Supervision Act 
of 2010 and Rule 19b-4(n)(1) under the Act. 15 U.S.C. 5465(e)(1) and 
17 CFR 240.19b-4(n)(1). The advance notices were published for 
comment in the Federal Register on April 7, 2017. See Securities 
Exchange Act Release Nos. 80395 (April 7, 2017), 82 FR 17921 (April 
13, 2017) (SR-NSCC-2017-801); 80396 (April 7, 2017), 82 FR 17906 
(April 13, 2017) (SR-FICC-2017-804); and 80394 (April 7, 2017), 82 
FR 17901 (April 13, 2017) (SR-DTC-2017-801). The Commission did not 
receive any comments on the advance notices.
    \3\ Securities Exchange Act Release Nos. 30383 (April 5, 2017), 
82 FR 17468 (April 11, 2017) (SR-FICC-2017-006); 80382 (April 5, 
2017), 82 FR 17483 (April 11, 2017) (SR-DTC-2017-002); and 80381 
(April 5, 2017), 82 FR 17475 (April 11, 2017) (SR-NSCC-2017-002) 
(``Notices'').
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I. Description of the Proposed Rule Changes

    The Proposed Rule Changes consist of proposed modifications to the 
Rules, By-Laws and Organizational Certificate of DTC (``DTC Rules''), 
the Rulebook of GSD (``GSD Rules''), the Clearing Rules of MBSD (``MBSD 
Rules''), and the Rules & Procedures of NSCC (``NSCC Rules'') 
(collectively, the ``Rules'').\4\ The Proposed Rule Changes are 
proposals by the Clearing Agencies to amend the Rules to: (i) Enhance 
their shared credit risk rating matrix (``Credit Risk Rating Matrix'' 
or ``CRRM''), which was developed by the Clearing Agencies to evaluate 
the credit risks posed by certain Clearing Agency members to the 
Clearing Agencies (and by implication to all of the Clearing Agency 
members), as a result of providing services to such members; and (ii) 
make other amendments to the Rules, both related and unrelated to the 
CRRM, to provide more transparency and description regarding the 
Clearing Agencies' current ongoing membership monitoring process, as 
described below.
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    \4\ Available at http://www.dtcc.com/en/legal/rules-and-procedures. FICC is comprised of two divisions: The Government 
Securities Division (``GSD'') and the Mortgage-Backed Securities 
Division (``MBSD''). Each division serves as a central counterparty, 
becoming the buyer and seller to each of their respective members' 
securities transactions and guarantying settlement of those 
transactions, even if a member defaults. GSD provides, among other 
things, clearance and settlement for trades in U.S. Government debt 
issues. MBSD provides, among other things, clearance and settlement 
for trades in mortgage-backed securities. GSD and MBSD maintain 
separate sets of rules, margin models, and clearing funds.
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    Currently, the CRRM rates the credit risk presented by members of 
the Clearing Agencies that are U.S. broker-dealers and U.S. banks. The 
CRRM assigns a credit rating based on certain quantitative factors 
(``Credit Rating''), which vary based upon whether the member is a 
broker-dealer or bank.\5\ The current CRRM also uses a relative scoring 
approach (i.e., rating participants on a curve) and relies on peer 
grouping of members to calculate the Credit Rating of a member. 
Ultimately, the ratings generated are based on a 7-point rating system, 
with ``1'' being the strongest Credit Rating and ``7'' being the 
weakest Credit Rating. Although the current CRRM does not directly 
consider qualitative factors, the Clearing Agencies' credit risk staff 
may manually downgrade a particular member's Credit Rating based on 
various qualitative factors.\6\ Members that receive a Credit Rating of 
5, 6, or 7 are placed on the Clearing Agencies' ``Watch List,'' as 
these members present a greater risk of default.\7\
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    \5\ For U.S. broker-dealers, the Clearing Agencies consider size 
(i.e., total excess net capital), capital, leverage, liquidity, and 
profitability. For U.S. banks, the Clearing Agencies consider size, 
capital, asset quality, earnings, and liquidity.
    \6\ Quantitative factors currently considered by the Clearing 
Agencies include: (a) Available news reports and/or regulatory 
observations relating to the member; (b) member's liquidity 
arrangements; and (c) material changes to the member's 
organizational structure.
    \7\ Members on the Watch List are subject to enhanced 
surveillance by the Clearing Agencies and additional margin charges.
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    To improve the coverage and the effectiveness of the current CRRM, 
the Clearing Agencies are proposing three enhancements, as discussed 
below. In addition to the enhancements, the Clearing Agencies also 
propose to make other changes to their Rules to more fully describe the 
Clearing Agencies' current ongoing membership monitoring process, both 
related and unrelated to the CRRM, also discussed below.\8\
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    \8\ Although each of the Clearing Agencies uses the CRRM 
uniformly, the description of the respective Clearing Agencies' 
Rules regarding the CRRM are different. To address this issue, the 
Clearing Agencies propose to adopt similar Rules at each Clearing 
Agency.
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A. Proposed CRRM Enhancements

    Currently, the CRRM is comprised of two Credit Rating models--one 
for U.S. broker-dealers and one for U.S. banks. The first proposed 
enhancement would expand the CRRM by adding a third model that would 
enable the CRRM to generate Credit Ratings for members that are foreign 
banks or foreign trust companies that have audited financial data that 
is publicly available. The Credit Rating for these particular members 
would be based on both quantitative and qualitative factors, as 
indicated in the second enhancement, below. According to the Clearing

[[Page 24178]]

Agencies, the expected benefit of this expansion and enhancement of the 
CRRM would be that the Clearing Agencies could better evaluate the 
default risk of their foreign bank or foreign trust company members.
    The second proposed enhancement would supplement the Clearing 
Agencies' ability to manually downgrade members by incorporating new 
qualitative factors into the two existing CRRM models, as well as in 
the new foreign bank and trust company model.\9\ Instead of relying 
primarily on quantitative data, as do the current CRRM models, the 
proposed enhancement would modify the CRRM models to blend qualitative 
factors with quantitative factors to produce a Credit Rating for each 
applicable member in relation to the member's credit risk. For U.S. 
banks, foreign banks, and foreign trust companies, the enhanced CRRM 
would use 70/30 weights between quantitative and qualitative factors to 
generate Credit Ratings. For U.S. broker-dealers, the weights between 
quantitative and qualitative factors would be 60/40. According to the 
Clearing Agencies, these weights were chosen by the Clearing Agencies 
based on the industry best practice, as well as research and 
sensitivity analysis conducted by the Clearing Agencies.\10\ The 
Clearing Agencies would review and adjust both the weights and the 
quantitative and qualitative factors as needed, based on recalibration 
of the CRRM. According to the Clearing Agencies, this proposed 
enhancement is expected to reduce the need and the frequency for them 
to manually override a member's Credit Rating.
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    \9\ Quantitative and qualitative factors used for each of the 
three models differ. The quantitative factors for foreign banks and 
foreign trust companies would include size, capital, leverage, 
liquidity, profitability, and growth. Qualitative factors would 
include market position and sustainability, information reporting 
and compliance, management quality, capital management, and 
business/product diversity. The added qualitative factors for U.S. 
broker-dealers would include market position and sustainability, 
management quality, capital management, liquidity management, 
geographic diversification, business/product diversity, and access 
to alternative sources of funding. The added qualitative factors for 
U.S. banks would include the current business environment, 
regulatory compliance and litigation risk, management quality, 
liquidity management, and parental demands/needs.
    \10\ Notices at 82 FR 17485, 17477, 17470.
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    The third enhancement would replace the current CRRM's relative 
scoring approach (which considers other members' Credit Ratings) with a 
statistical approach that would estimate the absolute probability of 
default of each member by ranking members based on their individual 
probability of default. According to the Clearing Agencies, under the 
current relative scoring approach, a member's Credit Rating can be 
affected by changes in its peer group, even if the member's financial 
condition is unchanged. They believe this issue would be addressed by 
the proposed statistical approach because it would eliminate any 
potential distortion of the rating from the member's peer group that 
can occur under the relative scoring approach, and therefore a member's 
Credit Rating would better reflect the absolute measure of the member's 
default risk.

B. Proposed Other Changes Related to the CRRM

    The Proposed Rule Changes also contain a number of other changes to 
the Clearing Agencies' Rules with respect to the CRRM. Generally, these 
CRRM-related changes are intended to make the Rules more clear, 
consistent, and current for members that rely on them. The proposed 
CRRM-related changes would include:
     Adding both the CRRM and the Watch List to the definitions 
sections of the Clearing Agencies' Rules;
     providing more description regarding the Clearing 
Agencies' continuing ability to downgrade a member's Credit Rating if 
the Clearing Agencies believe the factors used as part of the CRRM may 
not identify all risks that a member may present to the Clearing 
Agencies, and providing more description that any such downgrade could 
result in the member being placed on the Watch List and/or being 
subject to enhanced surveillance;
     providing more description regarding the Clearing 
Agencies' ability to place non-CRRM members on the Watch List and/or 
subject them to enhanced surveillance, if necessary under certain 
specified conditions, such as news reports and/or regulatory 
observations that raise reasonable concerns relating to the member and 
material changes to the member's organizational structure;
     providing more description regarding, with respect to 
members on the Watch List, that the Clearing Agencies will (i) collect 
additional deposits to the clearing fund; and (ii) retain deposits in 
excess of the required deposits;
     providing more description regarding the Clearing 
Agencies' ability to continue to monitor and review all members on an 
ongoing and periodic basis, and that such monitoring may include 
conducting reviews of news and market developments relating to these 
members, as well as financial reports and other public information of 
these members;
     providing more description regarding both members placed 
on the Watch List and members subject to enhanced surveillance for 
other reasons being subject to more thorough monitoring of their 
financial condition and/or operational capability, and being required 
to provide more frequent financial disclosures;
     providing more description regarding thresholds for any 
margin ``add-on charges'' \11\ not applying to Watch List members, but 
applying to non-Watch List members; and
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    \11\ Add-on charges are margin requirements that are in addition 
to the Clearing Agencies' primary value-at-risk margin requirement, 
such as an intraday charge to account for market volatility and a 
charge for having a concentrated position in a security. See, e.g., 
NSCC Procedure XV, Section 1.(B), supra note 4.
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     conforming changes to other sections of the Clearing 
Agencies' Rules to use consistent terminology and to provide updated 
cross references.

C. Proposed Other Changes Unrelated to the CRRM

    The Clearing Agencies also propose changes that would provide more 
description regarding the Clearing Agencies' explicit authority to 
review additional reporting from members regarding their financial or 
operational condition. Such reporting could include information 
regarding the businesses and operations of the member and its risk 
management practices with respect to the Clearing Agencies' services 
utilized by the member for another person (``Indirect Member''). 
According to the Clearing Agencies, such a review could result in the 
member being placed on the Watch List, and/or becoming subject to 
enhanced surveillance. The Clearing Agencies believe such authority 
would enable them to better determine whether the member and Indirect 
Member has sufficient financial resources and monitor compliance with 
the Clearing Agencies' financial requirements on an ongoing basis.

II. Discussion of Commission Findings

    Section 19(b)(2)(C) of the Act directs the Commission to approve a 
proposed rule change of a self-regulatory organization if it finds that 
such proposed rule change is consistent with the requirements of the 
Act and rules and regulations thereunder applicable to such 
organization.\12\ After carefully considering the Proposed Rule 
Changes, the Commission finds that the Proposed Rule Changes are 
consistent with the requirements of the Act and the rules

[[Page 24179]]

and regulations thereunder applicable to the Clearing Agencies. In 
particular, the Commission believes the proposal is consistent with 
Section 17A(b)(3)(F) of the Act,\13\ as well as Rules 17Ad-22(e)(1), 
(3), and (18) thereunder.\14\
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    \12\ 15 U.S.C. 78s(b)(2)(C).
    \13\ 15 U.S.C. 78q-1(b)(3)(F).
    \14\ 17 CFR 240.17Ad-22(e)(1), (3), and (18).
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A. Consistency With Section 17A(b)(3)(F) of the Act

    Section 17A(b)(3)(F) of the Act requires, in part, that the rules 
of a clearing agency be designed to (i) promote the prompt and accurate 
clearance and settlement of securities transactions, (ii) assure the 
safeguarding of securities and funds which are in the custody and 
control of the Clearing Agencies or for which it is responsible, and 
(iii) protect investors and the public interest, generally.\15\
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    \15\ 15 U.S.C. 78q-1(b)(3)(F).
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    First, the Commission believes that (i) the above described CRRM-
related changes that are intended to make the Rules more clear, 
consistent, and current for members that rely on them, as well as (ii) 
the above described non-CRRM related changes that are intended to 
provide more description regarding the Clearing Agencies' explicit 
authority to review additional reporting from members regarding their 
financial or operational condition, are each consistent with promoting 
prompt and accurate clearance and settlement. These changes are 
designed to provide specificity, clarity, and additional transparency 
to the Rules by improving the descriptions of the Clearing Agencies' 
existing practices. Such improved descriptions could help members 
better understand the Rules, which could help decrease the likelihood 
of errors in the performance of members' responsibilities to the 
Clearing Agencies, thereby helping to ensure that the Clearing 
Agencies' clearing and settlement systems work more efficiently. 
Therefore, the Commission believes that these Proposed Rule Changes 
could promote the prompt and accurate clearance and settlement of 
securities transactions by the Clearing Agencies, consistent with 
Section 17A(b)(3)(F) of the Act.\16\
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    \16\ Id.
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    Second, the Commission believes that the proposed enhancements to 
the CRRM are consistent with safeguarding funds within the Clearing 
Agencies' control. As described above, the Clearing Agencies propose to 
improve their methodology for calculating CRRM ratings by (i) more 
effectively evaluating the credit risk presented by a distinct class of 
members (i.e., foreign banks and foreign trust companies); (ii) more 
effectively incorporating qualitative data into the Credit Rating; and 
(iii) more accurately measuring the absolute probability of default by 
rated members. These enhancements, both individually and collectively, 
could improve the Clearing Agencies' ability to determine and evaluate 
the credit risk presented by many of the Clearing Agencies' members, 
which could enable the Clearing Agencies to deploy more effectively 
their risk management tools to manage the credit, market, and liquidity 
risks presented by such members. By enabling the Clearing Agencies to 
more effectively utilize their risk management tools, the proposed 
enhancements to the CRRM could help mitigate the risk that the Clearing 
Agencies would suffer a loss from a member default. Therefore, the 
Commission believes that these Proposed Rule Changes could help 
safeguard funds within the Clearing Agencies' control, consistent with 
Section 17A(b)(3)(F) of the Act.\17\
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    \17\ Id.
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    Third, the Commission believes that the proposed enhancements to 
the CRRM also could help protect investors and the public interest by 
mitigating some of the systemic risk presented by FICC and NSCC as 
central counterparties and by DTC as a securities depository. Because a 
defaulting member could place stresses on the Clearing Agencies, with 
respect to the Clearing Agencies' ability to meet their respective 
clearance and settlement obligations (upon which the broader financial 
system relies), it is imperative that the Clearing Agencies have a 
strong understanding of the credit risk presented by their members. As 
described above, the Proposed Rule Changes would add three enhancements 
to the CRRM to enable the Clearing Agencies to measure more effectively 
the credit risk presented by many members. As such, the Clearing 
Agencies could have a more refined view and understanding of credit 
risks presented by the CRRM rated members, which could help improve the 
Clearing Agencies' ability to calculate margin and deploy risk-
management tools; thus, improving the likelihood that the Clearing 
Agencies would continue to meet their clearance and settlement 
obligations, despite a member default. Accordingly, the Commission 
believes that the proposed changes related to the CRRM enhancement 
could help protect investors and the public interest by promoting the 
stability of the broader financial system, consistent with Section 
17A(b)(3)(F) of the Act.\18\
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    \18\ Id.
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B. Consistency With Rules 17Ad-22(e)(1), (e)(3), and (e)(18)

    The Commission believes that the changes proposed in the Proposed 
Rule Changes are consistent with Rules 17Ad-22(e)(1), (e)(3)(i), and 
(e)(18) under the Act.\19\
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    \19\ 17 CFR 240.17Ad-22(e)(1); (e)(2); and (e)(3).
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    The Commission believes that the changes proposed in the Proposed 
Rule Changes are consistent with Rule 17Ad-22(e)(1) under the Act, 
which requires, in part, that the Clearing Agencies ``establish, 
implement, maintain and enforce written policies and procedures 
reasonably designed to . . . [p]rovide for a well-founded, clear, 
transparent and enforceable legal basis for each aspect of its 
activities.'' \20\ As described above, the Clearing Agencies propose a 
number of other changes to their Rules that are designed to update them 
and to make them more consistent and provide greater description for 
members that rely on them. As such, the Commission believes that these 
proposed changes could make the Clearing Agencies' Rules more clear and 
transparent for members that rely on them, consistent with Rule 17Ad-
22(e)(1).
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    \20\ 17 CFR 240.17Ad-22(e)(1).
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    The Commission also believes that the changes proposed in the 
Proposed Rule Changes are consistent with Rule 17Ad-22(e)(3)(i) under 
the Act, which requires, in part, that the Clearing Agencies 
``establish, implement, maintain and enforce written policies and 
procedures reasonably designed to . . . [m]aintain a sound risk 
management framework for comprehensively managing . . . risks that 
arise in or are born by [the Clearing Agencies], which includes . . . 
systems designed to identify, measure, monitor and manage the range of 
risks that arise in or are borne by [the Clearing Agencies].'' \21\ As 
discussed above, the CRRM is a risk measurement tool used by the 
Clearing Agencies to help assess the credit risk presented by their 
various members. The proposed enhancements to the CRRM could help the 
Clearing Agencies better identify and measure such risks, which in turn 
could help facilitate the Clearing Agencies' management of credit, 
market, and liquidity risk that arises from being a central 
counterparty (in the case of NSCC and FICC) and central securities 
depository (in the case of DTC). Accordingly, the Commission believes 
that the proposed enhancements are

[[Page 24180]]

designed to help effectively manage the Clearing Agencies' risk 
exposures, including their credit exposure to participants, arising 
from their payment, clearing, and settlement processes, consistent with 
Rule 17Ad-22(e)(3)(i).
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    \21\ 17 CFR 240.17Ad-22(e)(3)(i).
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    Finally, the Commission believes that the proposal is consistent 
with Rule 17Ad-22(e)(18) under the Act, which requires, in part, that 
the Clearing Agencies ``establish, implement, maintain and enforce 
written policies and procedures reasonably designed to . . . 
[e]stablish objective, risk-based, and publicly disclosed criteria for 
participation, which . . . require participants to have sufficient 
financial resources and robust operational capacity to meet obligations 
arising from participation in the clearing agency, and monitor 
compliance with such participation requirements on an ongoing basis.'' 
\22\ As described above, the proposal would provide more description 
regarding the Clearing Agencies' authority to review additional 
reporting from members regarding their financial or operational 
condition and the financial information of any Indirect Member. Because 
such authority could enable the Clearing Agencies to better determine 
whether the member has sufficient financial resources and monitor 
compliance with the Clearing Agencies' financial requirements on an 
ongoing basis, the Commission believes this requirement is consistent 
with Rule 17Ad-22(e)(18).
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    \22\ 17 CFR 240.17Ad-22(e)(18).
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III. Conclusion

    On the basis of the foregoing, the Commission finds that the 
Proposed Rule Changes are consistent with the requirements of the Act, 
in particular the requirements of Section 17A of the Act \23\ and the 
rules and regulations promulgated thereunder.
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    \23\ 15 U.S.C. 78q-1.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that proposed rule changes SR-DTC-2017-002, SR-FICC-2017-006, and SR-
NSCC-2017-002 be and hereby are APPROVED as of the date of this order 
or the date of a notice by the Commission authorizing the Clearing 
Agencies to implement their advance notice proposals (SR-DTC-2017-801, 
SR-FICC-2017-804, and SR-NSCC-2017-801) that are consistent with the 
Proposed Rule Changes, whichever is later.\24\
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    \24\ In approving the proposed rule change, the Commission 
considered the proposals' impact on efficiency, competition, and 
capital formation. 15 U.S.C. 78c(f).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-10690 Filed 5-24-17; 8:45 am]
BILLING CODE 8011-01-P