[Federal Register Volume 83, Number 207 (Thursday, October 25, 2018)]
[Notices]
[Pages 53925-53928]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-23280]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84458; File Nos. SR-DTC-2018-009; SR-FICC-2018-010; SR-
NSCC-2018-009]


Self-Regulatory Organizations; The Depository Trust Company; 
Fixed Income Clearing Corporation; National Securities Clearing 
Corporation; Notice of Filing and Immediate Effectiveness of Proposed 
Rule Changes To Amend the Clearing Agency Frameworks

October 19, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on October 11, 2018, The Depository Trust Company (``DTC''), Fixed 
Income Clearing Corporation (``FICC''), and National Securities 
Clearing Corporation (``NSCC,'' and together with DTC and FICC, the 
``Clearing Agencies'') filed with the Securities and Exchange 
Commission (``Commission'') the proposed rule changes as described in 
Items I and II below, which Items have been prepared primarily by the 
Clearing Agencies. The Clearing Agencies filed the proposed rule 
changes pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ The Commission is publishing this notice to 
solicit comments on the proposed rule changes from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Clearing Agencies' Statements of the Terms of Substance of the 
Proposed Rule Changes

    The proposed rule changes would amend the Clearing Agency Stress 
Testing Framework (Market Risk) (``Stress Testing Framework''), 
Clearing Agency Liquidity Risk Management Framework (``Liquidity Risk 
Management Framework''), Clearing Agency Model Risk Management 
Framework (``Model Risk Management Framework''), Clearing Agency 
Operational Risk Management Framework (``Operational Risk Management 
Framework''), Clearing Agency Risk Management Framework (``Risk 
Management Framework''), Clearing Agency Securities Valuation Framework 
(``Securities Valuation Framework''), Clearing Agency Policy on Capital 
Requirements (``Capital Policy''), and Clearing Agency Capital 
Replenishment Plan (``Capital Replenishment Plan,'' and, together with 
the Stress Testing Framework, Liquidity Risk Management Framework, 
Model Risk Management Framework, Operational Risk Management Framework, 
Risk Management Framework, Securities Valuation Framework and Capital 
Policy, the ``Clearing Agency Frameworks'' or ``Frameworks'') of the 
Clearing Agencies.
    Specifically, the proposed rule changes would (1) amend each of the 
Clearing Agency Frameworks to incorporate and align with an existing 
delegation of authority to the General Counsel and Deputy General 
Counsels of the Clearing Agencies to approve certain changes to the 
Clearing Agency Frameworks; (2) revise the identification of the 
individuals who own and manage the Frameworks, where applicable; (3) 
make further corrections and clarifications to the Stress Testing 
Framework, including revisions to the description of responsibilities 
of certain groups and expansion of reverse stress testing analyses, as 
further described below; and (4) correct the description of an 
assumption underlying a stress scenario in the Liquidity Risk 
Management Framework, as further described below.

II. Clearing Agencies' Statements of the Purpose of, and Statutory 
Basis for, the Proposed Rule Changes

    In their filings with the Commission, the Clearing Agencies 
included statements concerning the purpose of and basis for the 
proposed rule changes and discussed any comments they received on the 
proposed rule changes. The text of these statements may be examined at 
the places specified in Item IV below. The Clearing Agencies have 
prepared summaries, set forth in sections A, B, and C below, of the 
most significant aspects of such statements.

(A) Clearing Agencies' Statements of the Purpose of, and Statutory 
Basis for, the Proposed Rule Changes

1. Purpose
    The Clearing Agencies adopted the Clearing Agency Frameworks \5\ in 
order to set forth the manner in which each of the Clearing Agencies 
addresses certain risks as required by Rule 17Ad-22(e) under the 
Act,\6\ as described in the Initial Filings. In addition to setting 
forth the manner in which each of the Clearing Agencies addresses the 
requirements of Rule 17Ad-22(e), each Framework also contains a section 
titled ``Framework Ownership and Change Management'' that, among other 
matters, identifies the title of the individual or group who owns and 
is responsible for managing the Framework and describes the required 
governance process for review and approval of changes to the Framework.
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    \5\ See Securities Exchange Act Release Nos. 82368 (December 19, 
2017), 82 FR 61082 (December 26, 2017) (SR-DTC-2017-005; SR-FICC-
2017-009; SR-NSCC-2017-006) (Stress Testing Framework); 82377 
(December 21, 2017), 82 FR 61617 (December 28, 2017) (SR-DTC-2017-
004; SR-NSCC-2017-005; SR-FICC-2017-008) (Liquidity Risk Management 
Framework); 81485 (August 25, 2017), 82 FR 41433 (August 31, 2017) 
(SR-DTC-2017-008; SR-FICC-2017-014; SR-NSCC-2017-008) (Model Risk 
Management Framework); 81745 (September 28, 2017), 82 FR 46332 
(October 4, 2017) (SR-DTC-2017-014; SR-NSCC-2017-013; SR-FICC-2017-
017) (Operational Risk Management Framework); 81635 (September 15, 
2017), 82 FR 44224 (September 21, 2017) (SR-DTC-2017-013; SR-NSCC-
2017-012; SR-FICC-2017-016) (Risk Management Framework); 82006 
(November 2, 2017), 82 FR 51892 (November 8, 2017) (SR-DTC-2017-016; 
SR-NSCC-2017-016; SR-FICC-2017-020) (Securities Valuation 
Framework); 81105 (July 7, 2017), 82 FR 32399 (July 13, 2017) (SR-
DTC-2017-003, SR-FICC-2017-007, SR-NSCC-2017-004) (Capital Policy 
and Capital Replenishment Plan) (each, an ``Initial Filing'' and 
collectively, ``Initial Filings'').
    \6\ 17 CFR 240.17Ad-22(e).
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    The Clearing Agencies are proposing to (1) amend each of the 
Clearing Agency Frameworks in order to align with an existing 
delegation of authority to the General Counsel and Deputy General 
Counsels of the Clearing Agencies to approve certain changes to the 
Clearing Agency Frameworks; (2) revise the identification of the 
individuals who own and manage the Frameworks, where applicable; (3) 
make further corrections and clarifications to the Stress Testing 
Framework, including revisions to the description of responsibilities 
of certain groups and expansion of the reverse stress testing analyses, 
as further described below; and (4) correct the description of an 
assumption underlying a stress scenario in the Liquidity Risk 
Management Framework, as further described below.

[[Page 53926]]

i. Proposed Amendments Regarding Delegation of Authority for Change 
Management
    Currently, most of the Clearing Agency Frameworks (with the 
exception of the Capital Policy and Capital Replenishment Plan) include 
a statement within the ``Framework Ownership and Change Management'' 
section that any change to the Framework must be approved by the 
Boards, or such committees as may be delegated authority by the Boards 
from time to time pursuant to their charters. The Capital Policy and 
Capital Replenishment Plan each provide that ``routine'' changes to 
these documents be approved by the DTCC Treasury Group,\7\ which owns 
these documents, and that ``material'' changes to these documents be 
approved by the Boards, or such committees as may be delegated 
authority by the Boards from time to time pursuant to their charters.
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    \7\ The parent company of the Clearing Agencies is The 
Depository Trust & Clearing Corporation (``DTCC''). DTCC operates on 
a shared services model with respect to the Clearing Agencies and 
its other subsidiaries. Most corporate functions are established and 
managed on an enterprise-wide basis pursuant to intercompany 
agreements under which it is generally DTCC that provides a relevant 
service to a subsidiary, including the Clearing Agencies.
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    The Boards have delegated to the General Counsel and the Deputy 
General Counsels of the Clearing Agencies the authority to approve 
certain proposed rule changes of the Clearing Agencies and the filings 
with respect to such proposed rule changes required by Rule 19b-4 under 
the Act.\8\ Specifically, the Boards have delegated to the General 
Counsel and Deputy General Counsels of the Clearing Agencies authority 
to approve (1) proposed rule changes that may be filed pursuant to 
Section 19(b)(3)(A) of the Act,\9\ (2) proposed rule changes that 
constitute clarifications, corrections or minor changes in the rules of 
the Clearing Agencies but that will not be filed pursuant to Section 
19(b)(3)(A) of the Act,\10\ in each case, other than any rule change 
where the aggregate annual fees generated as a result of such rule 
change are anticipated to be more than $1,000,000 at the time of the 
filing, and (3) all proposed changes that are subject to an advance 
notice as required by Rule 19b-4(n) under the Act \11\ but do not 
constitute a change to the rules of Clearing Agencies.
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    \8\ 17 CFR 240.19b-4.
    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ Id.
    \11\ 17 CFR 240.19b-4(n).
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    Therefore, the statement within the ``Framework Ownership and 
Change Management'' section of the Clearing Agency Frameworks that the 
Boards or committees of the Board must approve changes to the Clearing 
Agency Frameworks is inconsistent with these existing delegations of 
approval authority. As such, the Clearing Agencies are proposing to 
amend each of the Clearing Agency Frameworks to clarify that changes to 
the Clearing Agency Frameworks may be approved by (1) the Boards, (2) 
such Board committees as may be delegated authority by the Boards from 
time to time pursuant to their charters, or (3), with respect to 
certain changes, the General Counsel or Deputy General Counsels of the 
Clearing Agencies, pursuant to authority delegated by the Boards and 
with the advice and direction of the Framework owner.
    The proposed change would make the Clearing Agency Frameworks 
consistent with existing internal delegations of authority and would 
also facilitate expedited review and approval of changes that may not 
require the review and approval of the Boards or committees of the 
Boards.
ii. Proposed Revision to the Identification of the Clearing Agency 
Frameworks' Owners
    The ``Framework Ownership and Change Management'' section in most 
of the Clearing Agency Frameworks (with the exception of the Capital 
Policy and the Capital Replenishment Plan) \12\ also identifies the 
individual who owns and manages that Framework. Currently, each of the 
Frameworks identifies the title of that individual. The Clearing 
Agencies are proposing to revise each of the Clearing Agency Frameworks 
to remove the title of that individual and instead provide that the 
individual who owns and manages the Framework is an officer within the 
applicable business group. The proposed change would permit the 
Clearing Agencies to change the title of the individual who owns and 
manages the Clearing Agency Frameworks, so long as that individual is 
an officer of the Clearing Agencies.
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    \12\ The Capital Policy and the Capital Replenishment Plan are 
both owned by the DTCC Treasury Group. Therefore, the Clearing 
Agencies are not proposing changes to these documents with respect 
to their ownership.
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iii. Proposed Revisions to Stress Testing Framework
    The Stress Testing Framework describes the procedures by which the 
Clearing Agencies perform stress testing of each of their respective 
total prefunded financial resources, exclusive of assessments for 
additional contributions or other resources that are not prefunded that 
may be available to the Clearing Agencies and is maintained by the 
Clearing Agencies pursuant to Rule 17Ad-22(e)(4) under the Act.\13\ In 
addition to the proposed changes discussed above, the Clearing Agencies 
are proposing to make the following changes to the Stress Testing 
Framework.
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    \13\ See supra note 5; 17 CFR 240.17Ad-22(e)(4).
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    First, the Clearing Agencies are proposing to enhance the 
descriptions of certain matters within the Stress Testing Framework 
that would clarify, but would not substantively change, those 
statements. The proposed revisions would enhance the clarity of the 
current description of the purpose of the Clearing Agencies' stress 
testing methodologies and the description of the monthly review and 
evaluation of the stress testing results and underlying parameters and 
assumptions. The proposed changes would state that the monthly review 
would include (1) analyses of model parameters, model assumptions, and 
model performance; and (2) evaluation of the set of stress scenarios to 
confirm their continued comprehensiveness and relevance.
    Second, the Clearing Agencies are proposing to revise the Stress 
Testing Framework to update the responsibilities of certain groups 
within the DTCC Group Chief Risk Office (``GCRO''). For example, the 
Clearing Agencies are proposing to revise the Stress Testing Framework 
to reflect that, due to a recent reorganization within the GCRO, 
certain tasks that were previously the responsibility of the Market 
Analytics group were delegated to the Systemic Risk Office, including 
the responsibility for designing macroeconomic scenarios that are used 
in the development of hypothetical scenarios used in stress testing. 
Additionally, the Clearing Agencies are separately proposing to revise 
the Stress Testing Framework to clarify that certain responsibilities 
of the Data and Portfolio Analytics group (``DPA'') require input from 
other groups within the Quantitative Risk Management team (``QRM'') of 
the GCRO by replacing ``DPA'' with ``QRM'' in the descriptions of these 
responsibilities.
    Finally, the Clearing Agencies are proposing to update the 
descriptions of reverse stress testing analyses within the Stress 
Testing Framework to reflect the current practice of performing these 
analyses for each of the Clearing Agencies.\14\ Reverse stress testing

[[Page 53927]]

analyses are performed on at least a semi-annual basis and provide 
another means for testing the sufficiency of the Clearing Agencies' 
respective prefunded financial resources, in addition to the stress 
testing that is performed by the Clearing Agencies pursuant to the 
requirements of Rule 17Ad-22(e)(4) under the Act.\15\ The Stress 
Testing Framework currently states that the reverse stress testing 
analyses are performed for FICC and NSCC. Since the implementation of 
the Stress Testing Framework, the Clearing Agencies have expanded these 
analyses to cover DTC as well. Therefore, the Clearing Agencies are 
proposing to update the Stress Testing Framework to reflect the current 
practice of performing reverse stress testing analyses for each of the 
Clearing Agencies.
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    \14\ Reverse stress testing is a method for identifying events 
that may cause a Clearing Agency to exhaust its prefunded financial 
resources. Reverse stress testing could involve, for example, 
assuming that a particular set of circumstances, or event, does 
exhaust a Clearing Agency's prefunded financial resources, and then 
determining the size of security price movements in those 
circumstances.
    \15\ 17 CFR 240.17Ad-22(e)(4).
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iv. Proposed Correction to Liquidity Risk Management Framework
    The Liquidity Risk Management Framework sets forth the manner in 
which each of the Clearing Agencies measures, monitors and manages the 
liquidity risks that arise in or are borne by such Clearing Agency, 
including (i) the manner in which each Clearing Agency deploys its 
liquidity tools to meet its settlement obligations on an ongoing and 
timely basis and (ii) each applicable Clearing Agency's use of intraday 
liquidity, in accordance with applicable legal requirements. The 
Liquidity Risk Management Framework assists the Clearing Agencies with 
the requirements of Rule 17Ad-22(e)(7) under the Act.\16\
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    \16\ See supra note 5; 17 CFR 240.17Ad-22(e)(7).
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    In addition to the proposed changes discussed above, the Clearing 
Agencies are proposing to correct an error in the examples of 
assumptions that may be used in the Level 1 stress scenarios that are 
used in the Clearing Agencies' daily liquidity analyses, as described 
in the Initial Filing. Currently, the Liquidity Risk Management 
Framework states that these assumptions may include the simultaneous 
default, without prior warning, of all members of the affiliated family 
with the largest settlement obligations. The proposed change would 
remove ``without prior warning,'' which was included in error, as the 
assumption that may be used for Level 1 stress scenarios would assume 
some prior warning or expectation of this event.
2. Statutory Basis
    The Clearing Agencies believe that the proposed changes are 
consistent with Section 17A(b)(3)(F) of the Act, which requires, in 
part, that the rules of a registered clearing agency be designed to 
promote the prompt and accurate clearance and settlement of securities 
transactions, and to assure the safeguarding of securities and funds 
which are in the custody or control of the clearing agency or for which 
it is responsible, for the reasons described below.\17\
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    \17\ 15 U.S.C. 78q-1(b)(3)(F).
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    The proposed change to reflect the existing delegation of authority 
to the General Counsel and Deputy General Counsels of the Clearing 
Agencies to approve certain changes to the Clearing Agency Frameworks 
would align the change management process applicable to the Frameworks 
to existing governance and delegations of authority within the Clearing 
Agencies. The proposed change would also permit an expedited review and 
approval of changes that do not require action by the Boards or Board 
committees. In this way, the proposed change would simplify the steps 
necessary for the Clearing Agencies to make certain non-material 
changes to the Clearing Agency Frameworks, subject to required 
regulatory review and approval of such changes. The proposed change to 
revise the identification of the individual who owns and manages 
certain of the Clearing Agency Frameworks to an officer within the 
relevant business unit would provide the Clearing Agencies with 
flexibility to change that individual or the title of that individual, 
while ensuring the owner has an appropriate level of authority.
    The other proposed changes to the Stress Testing Framework and the 
Liquidity Risk Management Framework would clarify and correct the 
descriptions of certain matters, as described above. For example, the 
proposed change to clarify in the Stress Testing Framework that reverse 
stress testing may be performed for each of the Clearing Agencies would 
update this Framework to reflect current practice and would correct the 
existing statements that such analyses are only performed for FICC and 
NSCC. By creating clearer descriptions, updating descriptions to 
reflect current practice, and correcting errors, the Clearing Agencies 
believe that the proposed changes would make these Frameworks more 
effective in providing an overview of the important risk management 
activities described therein.
    As described in the Initial Filings, the risk management functions 
described in the Clearing Agency Frameworks allow the Clearing Agencies 
to continue the prompt and accurate clearance and settlement of 
securities and can continue to assure the safeguarding of securities 
and funds which are in their custody or control or for which they are 
responsible notwithstanding the default of a member of an affiliated 
family. The proposed changes to improve the clarity and accuracy of the 
descriptions of these functions within the Clearing Agency Frameworks 
would assist the Clearing Agencies in carrying out these risk 
management functions. Therefore, the Clearing Agencies believe the 
proposed changes are consistent with the requirements of Section 
17A(b)(3)(F) of the Act.\18\
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    \18\ Id.
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(B) Clearing Agencies' Statements on Burden on Competition

    The Clearing Agencies do not believe that the proposed changes to 
the Clearing Agency Frameworks described above would have any impact, 
or impose any burden, on competition. As described above, the proposed 
rule changes would improve the change management process applicable to 
the Clearing Agency Frameworks, and would improve the clarity and 
accuracy of the descriptions of certain matters within the Frameworks. 
Therefore, the proposed changes are technical and non-material in 
nature, relating mostly to the operation of the Clearing Agency 
Frameworks rather than the risk management functions described therein.
    Further, the Clearing Agencies do not believe that the proposed 
change to update the Stress Testing Framework to state that reverse 
stress testing may be performed for each of the Clearing Agencies would 
have any impact, or impose any burden, on competition. The proposed 
change would reflect the recent expansion of reverse stress testing to 
cover DTC and, similar to the use of reverse stress testing with NSCC 
and FICC, these analyses are applied consistently to all DTC 
participants.
    As such, the Clearing Agencies do not believe that the proposed 
rule changes would have any impact on competition.

(C) Clearing Agencies' Statements on Comments on the Proposed Rule 
Changes Received From Members, Participants, or Others

    The Clearing Agencies have not solicited or received any written 
comments relating to this proposal. The Clearing Agencies will notify 
the

[[Page 53928]]

Commission of any written comments received by the Clearing Agencies.

III. Date of Effectiveness of the Proposed Rule Changes, and Timing for 
Commission Action

    Because the foregoing proposed rule changes do not:
    (i) Significantly affect the protection of investors or the public 
interest;
    (ii) impose any significant burden on competition; and
    (iii) become operative for 30 days from the date on which it was 
filed, or such shorter time as the Commission may designate, it has 
become effective pursuant to Section 19(b)(3)(A) of the Act \19\ and 
Rule 19b-4(f)(6) thereunder.\20\
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    \19\ 15 U.S.C. 78s(b)(3)(A).
    \20\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) \21\ normally 
does not become operative for 30 days after the date of filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\22\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest.
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    \21\ Id.
    \22\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Clearing Agencies have asked the Commission to designate a 
shorter time for the proposal to become operative. The Clearing 
Agencies state that the proposed rule changes would allow the Clearing 
Agencies to maintain clear and accurate internal procedures, and avoid 
any errors in carrying out the important responsibilities described 
therein. The Commission believes that allowing the Clearing Agencies to 
maintain clear and accurate internal procedures and avoid potential 
confusion in carrying out their responsibilities is consistent with the 
protection of investors and the public interest given the important 
role that the Clearing Agencies play in the financial markets. 
Accordingly, the Commission waives the 30-day operative delay and 
designates the proposed rule changes to be operative upon filing.\23\
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    \23\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
changes, the Commission summarily may temporarily suspend such rule 
changes if they appear to the Commission that such action is necessary 
or appropriate in the public interest, for the protection of investors, 
or otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
changes are consistent with the 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 Numbers SR-DTC-2018-009, SR-FICC-2018-010, or SR-NSCC-2018-009 on 
the subject line.

Paper Comments

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

All submissions should refer to File Numbers SR-DTC-2018-009, SR-FICC-
2018-010, or SR-NSCC-2018-009. 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 website 
(http://www.sec.gov/rules/sro.shtml). Copies of the submission, all 
subsequent amendments, all written statements with respect to the 
proposed rule changes that are filed with the Commission, and all 
written communications relating to the proposed rule changes 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 website 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 the filing also will be available for inspection and copying 
at the principal office of DTC and on DTCC's website (http://dtcc.com/legal/sec-rule-filings.aspx). All comments received will be posted 
without change. Persons submitting comments are cautioned that we do 
not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Numbers SR-
DTC-2018-009, SR-FICC-2018-010, or SR-NSCC-2018-009 and should be 
submitted on or before November 15, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-23280 Filed 10-24-18; 8:45 am]
 BILLING CODE 8011-01-P