[Federal Register Volume 86, Number 135 (Monday, July 19, 2021)]
[Notices]
[Pages 38143-38147]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-15187]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92379; File No. SR-DTC-2021-013)]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Clearing Agency Model Risk Management Framework

July 13, 2021.
    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 July 7, 2021, The Depository Trust Company (``DTC'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I, II and III below, which Items have been 
prepared by the clearing agency. DTC filed the proposed rule change 
pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(1) 
thereunder.\4\ The Commission is publishing this notice to solicit 
comments on the proposed rule change 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)(1).

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[[Page 38144]]

I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change clarifies the scope of the Clearing Agency 
Model Risk Management Framework (``Framework'') of DTC and its 
affiliates National Securities Clearing Corporation (``NSCC'') and 
Fixed Income Clearing Corporation (``FICC,'' and together with NSCC, 
the ``CCPs,'' and the CCPs together with DTC, the ``Clearing 
Agencies'').\5\ The Framework has been adopted by the Clearing Agencies 
to support their compliance with Rule 17Ad-22(e) (the ``Covered 
Clearing Agency Standards'').\6\ The proposed rule change \7\ would 
amend the Framework to clarify that the Framework applies solely to 
models \8\ utilized by the Clearing Agencies that are subject to the 
model risk management requirements set forth in Rule 17Ad-22(e)(4), 
(e)(6), and (e)(7) under the Act.\9\ The proposed rule change also 
makes other technical and clarifying changes to the text, as more fully 
described below.
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    \5\ The Framework sets forth the model risk management practices 
that the Clearing Agencies follow to identify, measure, monitor, and 
manage the risks associated with the design, development, 
implementation, use, and validation of quantitative models. The 
Framework is filed as a rule of the Clearing Agencies. See 
Securities Exchange Act Release No. 81485 (August 25, 2017), 82 FR 
41433 (August 31, 2017) (File Nos. SR-DTC-2017-008; SR-FICC-2017-
014; SR-NSCC-2017-008) (``2017 Notice'') and Securities Exchange Act 
Release No. 88911 (May 20, 2020), 85 FR 31828 (May 27, 2020) (File 
Nos. SR-DTC-2020-008; SR-FICC-2020-004; SR-NSCC-2020-008) (``2020 
Notice'') (collectively, the MRMF Filings'').
    \6\ 17 CFR 240.17Ad-22(e). Each of DTC, NSCC and FICC is a 
``covered clearing agency'' as defined in Rule 17Ad-22(a)(5) and 
must comply with Rule 17Ad-22(e).
    \7\ Amending the Framework does not require any changes to the 
Rules, By-Laws and Organization Certificate of DTC, the Rulebook of 
the Government Securities Division of FICC, the Clearing Rules of 
the Mortgage-Backed Securities Division of FICC, or the Rules & 
Procedures of NSCC, because the Framework is a standalone document. 
See MRMF Filings, supra note 5.
    \8\ See infra note 16 for the definition of ``model'' as adopted 
by the Clearing Agencies pursuant to the Framework.
    \9\ 17 CFR 240.17Ad-22(e)(4), (e)(6) and (e)(7). References to 
Rule 17Ad-22(e)(6) and compliance therewith apply to the CCPs only 
and do not apply to DTC.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, the clearing agency included 
statements concerning the purpose of and basis for the proposed rule 
change and discussed any comments it received on the proposed rule 
change. The text of these statements may be examined at the places 
specified in Item IV below. The clearing agency has prepared summaries, 
set forth in sections A, B, and C below, of the most significant 
aspects of such statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

1. Purpose
    The proposed rule change clarifies the scope of the Framework to 
make clear that it applies solely to models that are subject to Rule 
17Ad-22(e)(4), (e)(6), and (e)(7).\10\ The proposed rule change also 
makes other technical and clarifying changes to the text.
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    \10\ Id.
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Background
    The Framework is maintained by the Clearing Agencies to support 
their compliance with the requirements of the Covered Clearing Agency 
Standards relating to model risk management. The Covered Clearing 
Agency Standards require that the Clearing Agencies take a variety of 
steps to manage the models that they employ in identifying, measuring, 
monitoring, and managing their respective credit exposures and 
liquidity risks, including that the Clearing Agencies conduct daily 
backtesting of model performance, periodic sensitivity analyses of 
models, and annual validation of models.\11\
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    \11\ Id.
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    The Framework outlines the applicable regulatory requirements 
described above, describes the risks that the Clearing Agencies' model 
risk management program are designed to mitigate, and sets forth 
specific model risk management practices and requirements adopted by 
the Clearing Agencies in order to ensure compliance with the Covered 
Clearing Agency Standards. These practices and requirements include, 
among other things, the maintenance of a model inventory, a process for 
rating model materiality and complexity, processes for performing model 
validations and resolving findings identified during model validation, 
and processes for model performance monitoring, including backtesting 
and sensitivity analyses. The Framework also describes applicable 
internal ownership and governance requirements.\12\
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    \12\ See MRMF Filings, supra note 5, for additional information 
on the contents of the Framework.
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    The Depository Trust & Clearing Corporation (``DTCC''), the parent 
company of the Clearing Agencies, has established a robust model risk 
management program, which applies to models employed across multiple 
business lines and corporate functions.\13\ DTCC may implement changes 
in its model risk management program from time to time, some of which 
changes may impact only lower-risk, lower-materiality models that are 
not subject to the specific model risk management requirements of the 
Covered Clearing Agency Standards. The Clearing Agencies previously 
adopted changes to the Framework in connection with proposed 
enhancements to their model risk management program, which rule changes 
also deleted the defined term ``Clearing Agency Model'' on grounds that 
the Framework related solely to models of the Clearing Agencies, and it 
was unnecessary to use the modifier ``Clearing Agency''.\14\ In view of 
continued expansion of DTCC's model risk management program, however, 
the Clearing Agencies desire to avoid any doubt as to the applicability 
of the Framework to specific models, and therefore propose to adopt 
further clarifying changes to the text of the Framework.
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    \13\ DTCC operates on a shared services model with respect to 
the Clearing Agencies. 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 Clearing Agency.
    \14\ See 2020 Notice, supra note 5.
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Proposed Rule Change
    Section 1 (Executive Summary) of the Framework recites the 
regulatory requirements applicable to model risk management for credit 
risk models, liquidity risk models, and margin models that are set 
forth in the Covered Clearing Agency Standards. The proposed rule 
change clarifies the Framework's scope by (i) amending Section 1 of the 
Framework to add a sentence that states that the Framework supports the 
Clearing Agencies in complying with their rule filing requirements 
under Rule 19b-4 \15\ because the Framework itself is a rule that 
governs the Clearing Agencies' management of their credit risk, margin, 
and liquidity risk management models and (ii) adding a footnote that 
states that only those models that satisfy the definition of ``model'' 
set forth in Section 3.1 of the Framework, and that support the 
Clearing Agencies' compliance with the Standards, are models subject to 
the Framework and, in contrast, models of the Clearing Agencies that 
would satisfy the definition of ``model'' as set forth under Section 
3.1 of the Framework, but do not support the Clearing Agencies' 
compliance with the Standards, are not

[[Page 38145]]

subject to the Framework.\16\ In this regard, the proposed rule change 
would also amend certain references to models in subsequent sections to 
refer to models ``subject to this Framework''. Specifically, the text 
``subject to this Framework'' would modify references to models in (i) 
Section 3.1 with respect to (a) models to be added to the Clearing 
Agencies' model inventory and (b) models subject to validation as set 
forth in Section 2,\17\ (ii) Section 3.2 (Model Materiality and 
Complexity) with respect to the assignment of complexity ratings to 
models,\18\ (iii) Section 3.3 (Full Model Validation) with respect to a 
requirement relating to the validation of new models,\19\ (iv) Section 
3.4 (Periodic Model Validation) with respect to periodic validation of 
models,\20\ (v) Section 3.5 (Model Change Management) with respect to 
models that require changes in either structure or technique, (vi) 
Section 3.7 (Resolution of Model Validation Findings) with respect to 
internal tracking and reporting relating to model validations \21\ and 
(vii) Section 4.2 (Escalation) \22\ with respect to internal escalation 
of model performance monitoring oversight concerns.\23\
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    \15\ 17 CFR 240.19b-4.
    \16\ Pursuant to Section 3.1 of the Framework, the Clearing 
Agencies have adopted the following definition of ``model'': 
``[M]odel'' refers to a quantitative method, system, or approach 
that applies statistical, economic, financial, or mathematical 
theories, techniques, and assumptions to process input data into 
quantitative estimates. A ``model'' consists of three components: an 
information input component, which delivers assumptions and data to 
the model; a processing component, which transforms inputs into 
estimates; and a reporting component, which translates the estimates 
into useful business information. The definition of `model' also 
covers quantitative approaches whose inputs are partially or wholly 
qualitative or based on expert judgment, provided that the output is 
quantitative in nature. See 2017 Notice, supra note 5. See also 
Supervisory Guidance on Model Risk Management, SR Letter 11-7 
Attachment, dated April 4, 2011, issued by the Board of Governors of 
the Federal Reserve System and the Office of the Comptroller of the 
Currency, available at https://www.federalreserve.gov/supervisionreg/srletters/sr1107a1.pdf, page 3.
    \17\ Also in this regard, the applicable sentence that this 
reference would be added to would also replace the words ``All 
models (including, without limitation, all credit risk models margin 
models, and liquidity risk models)'' with ``All models.'' The 
described reference to ``subject to this Framework'' would be added 
after the newly added text ``All models.''
    \18\ In this instance, the new text ``subject to this 
Framework'' would be preceded with the added text ``that is'' so 
that the reference to ``model'' in this context reads ``. . . model 
that is subject to this Framework . . . .''
    \19\ Similar to the prior reference from Section 3.1, the added 
reference to ``subject to this Framework'' in Section 3.3 would be 
preceded with the added text ``that is'' so that the reference to 
``model'' in this context reads ``. . . new model that is subject to 
this Framework . . . .''
    \20\ Similar to the prior reference from Section 3.3, the added 
reference to ``subject to this Framework in Section 3.4 would be 
followed with the added text ``that is'' so that the reference to 
``model'' in this context reads ``. . . model subject to this 
Framework that is . . . .''
    \21\ The reference to model in this instance also refers to a 
new model or a model change and the applicable text reads ``. . . 
new model or model change . . . .'' To improve the flow of the text, 
the words ``or model change'' would be deleted and ``or changed'' 
would be added after ``new.'' Also, the addition of ``subject to 
this Framework'' would be preceded by newly added words ``that is'' 
so that the reference to ``model'' in this case refers to ``. . . 
new or changed model that is subject to this Framework . . . .''
    \22\ In this instance the existing text does not use the word 
``model'' even though it is referencing the escalation of issues 
relating to models. The applicable sentence currently begins with 
``[a]ll model performance monitoring oversight concerns . . . .''
    \23\ See MRMF Filings, supra note 5, for additional information 
on the contents of these sections, and the Framework in general.
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    The proposed rule change makes several other technical and 
clarifying changes to the text of the Framework. It revises a sentence 
in Section 1 that currently states ``FICC/GSD, FICC/MBSD, and NSCC are 
each a ``Central Counterparty'' or ``CCP'' and are collectively 
referred to as the ``Central Counterparties'' or ``CCPs''. The proposed 
revisions to this sentence (i) changes the first reference to ``Central 
Counterparty'' from a capitalized term to an uncapitalized term, (ii) 
deletes the second reference to this term in this sentence (shown as 
``Central Counterparties'') such that ``CCP'' will be the sole defined 
term used to described central counterparties, and (iii) adds ``below'' 
after the words ``referred to.''
    It defines a term for ``Clearing Agency Model Documentation'' to 
reduce the repetition of listing numerous documents that are 
subordinate to the Framework with respect to model risk management. The 
proposed rule change updates the titles of certain Clearing Agency 
Model Documentation.\24\ It also consolidates a reference to 
supplementary model risk documentation applicable to the Clearing 
Agencies that may be created from time to time into the newly defined 
term ``Clearing Agency Model Documentation''. The proposed rule change 
adds this defined term to three sentences in Section 1 to replace 
references in the section to specifically named model documentation and 
supplemental model documentation. It also consolidates two references 
that respectively provide that the documentation that is specifically 
named in the Framework, and the supplemental documentation that may be 
created, are subordinate to the Framework and are reasonably and fairly 
implied by the Framework, into one such reference with respect to 
Clearing Agency Model Documentation.
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    \24\ Section 1 provides that this documentation each of which 
may be updated, amended, retired, or replaced from time to time. In 
this regard, the text would be updated to reflect that (i) ``DTCC 
Model Validation Procedures'' has been changed to ``Model Validation 
Procedures'', (ii) ``DTCC Model Performance Monitoring Procedures'' 
has been changed to ``DTCC Model Performance Standards & Policy'', 
and (iii) ``DTCC Backtesting Procedures'' has been changed to 
``Clearing Agency Backtesting Procedures.'' Also, the ``Quantitative 
Risk Management Policy'' and ``Quantitative Risk Management 
Monitoring Procedures'' would be added as supporting documents.
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    The proposed rule change updates prior references to the Model 
Validation & Control unit (defined in the Framework as ``MVC''), the 
name of which has recently changed, to instead refer generically to the 
unit within the Clearing Agencies' Group Chief Risk office that 
performs second-line model risk management functions. This generic 
reference to this unit would be defined as ``MRM'' in the Framework 
and, therefore, all references to ``MVC'' would be replaced with 
``MRM'' beginning from the first use of ``MVC'' in Section 3, and with 
respect to all subsequent references to ``MVC,'' through and including 
the last reference to ``MVC'' in the second to last paragraph of 
Section 5.
    In addition, a sentence in Section 3.1 that states ``[a]ll Model 
Validations are performed by MVC, which consists of qualified persons 
who are free from influence from the persons responsible for the 
development or operation of the models being validated, as required by 
the risk management standards described in Section 2[.]'' would be 
revised to delete the clause ``as required by the risk management 
standards described in Section 2'' and the comma immediately preceding 
that clause would be deleted. This clause is unnecessary because it 
follows in a paragraph that already makes reference to the referenced 
``risk management standards'' in a similar context.
    Also, a sentence in Section 3.8 describes that as part of model 
performance monitoring, on at least a monthly basis, a sensitivity 
analysis is performed on each CCP's margin models, the key parameters 
and assumptions for backtesting of such margin models are reviewed, and 
modifications will be considered to ensure the backtesting practices 
are appropriate for determining the adequacy of such CCP's margin 
resources. This sentence ends with a clause that states ``which 
Quantitative Risk Management (``QRM'') performs as required by the risk 
management standards described in Section 2.'' The reference to the 
requirements of Section

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2 is unnecessary when naming the group that performs these tasks. 
Therefore, Clearing Agencies will delete the clause referencing these 
requirements, and a comma that proceeds it, from the sentence in 
Section 3.8 described immediately above, and add a new sentence, to 
follow the existing sentence, stating that Quantitative Risk Management 
performs these functions, without referencing the requirements 
described in Section 2. The new sentence will read ``Quantitative Risk 
Management (``QRM'') performs these functions.'' In addition, in this 
same sentence, the proposed rule change will delete ``a'' that 
currently appears before the words ``sensitivity analysis''.
    The proposed rule change also makes certain technical and 
grammatical corrections, including elimination of unused or misapplied 
defined terms. The proposed rule change deletes the text ``in 
compliance with applicable legal requirements'' from sentence in 
Section 1 (Executive Summary) that states that Section 3 of the 
Framework describes key aspects of the Framework in terms of the manner 
in which the Clearing Agencies identify, measure, monitor, and manage 
model risk. Referring to compliance with applicable legal requirements 
with respect to an individual section is unnecessary, because Section 1 
contains a separate reference indicating that the Framework itself is 
designed to support compliance with the legal requirements set forth 
under the Covered Clearing Agency Standards relating to model risk 
management. The proposed rule change would also modify the beginning of 
the sentence described immediately above that currently includes the 
text ``Section 3 describes key aspects of the Framework in terms of the 
manner in which the Clearing Agencies identify, measure, monitor, and 
manage model risk . . .'' to delete the words ``Framework in terms of 
the'' to simplify the text by deleting a clause that does not enhance 
the meaning of the sentence.
    Finally, the proposed rule change replaces a reference to 
``quantitative models'' to ``models'' in the Executive Summary under 
Section 1. This use of ``quantitative'' is redundant because, by 
definition, models covered by the Framework are quantitative in 
nature.\25\
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    \25\ As noted above, pursuant to Section 3.1 of the Framework, 
the term ``model'' refers to a quantitative method, system, or 
approach that applies statistical, economic, financial, or 
mathematical theories, techniques, and assumptions to process input 
data into quantitative estimates.
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2. Statutory Basis
    DTC believes that the proposed rule change is consistent with 
Section 17A(b)(3)(F) of the Act,\26\ as well as Rule 17Ad-22(e)(4), 
(e)(6), and (e)(7) thereunder,\27\ for the reasons described below.
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    \26\ 15 U.S.C. 78q-1(b)(3)(F).
    \27\ 17 CFR 240.17Ad-22(e)(4), (e)(6) and (e)(7). References to 
Rule 17Ad-22(e)(6) and compliance therewith apply to the CCPs only 
and do not apply to DTC.
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    Section 17A(b)(3)(F) of the Act \28\ requires, inter alia, that the 
rules of a clearing agency be designed 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. As described above, the 
Framework describes the process by which the Clearing Agencies 
identify, measure, monitor, and manage the risks associated with the 
design, development, implementation, use, and validation of 
quantitative models. The quantitative models covered by the Framework 
are utilized by the Clearing Agencies, as applicable, to manage risks 
associated with the safeguarding of securities and funds that are in 
their custody or control or for which they are responsible, and the 
proposed rule change clarifies the applicability of the Framework to 
specific models, thereby better supporting the ability of the Clearing 
Agencies to perform these important risk management functions and 
comply with other regulatory requirements, including Rule 19b-4.
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    \28\ 15 U.S.C. 78q-1(b)(3)(F).
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    Rule 17Ad-22(e)(4), (e)(6), and (e)(7) \29\ requires, inter alia, 
that a covered clearing agency establish, implement, maintain and 
enforce written policies and procedures reasonably designed to manage 
risks associated with its credit risk management models, margin models, 
and liquidity risk management models, as applicable. As discussed 
above, the proposed rule change clarifies the applicability of the 
Framework to such types of models, thereby better supporting the 
ability of the Clearing Agencies to comply with these requirements. 
Therefore, the Clearing Agencies believe that the proposed changes to 
the Framework are consistent with Rule 17Ad-22(e)(4), (e)(6), and 
(e)(7).\30\
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    \29\ 17 CFR 240.17Ad-22(e)(4), (e)(6) and (e)(7). References to 
Rule 17Ad-22(e)(6) and compliance therewith apply to the CCPs only 
and do not apply to DTC.
    \30\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

    The Clearing Agencies do not believe that the proposed rule change 
would have any impact, or impose any burden, on competition because the 
proposed rule change simply clarifies the scope and administration of 
the Framework by the Clearing Agencies and would not effectuate any 
changes to the Clearing Agencies' model risk management tools as they 
currently apply to their respective Members or Participants.

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
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 Commission of any written comments received by the Clearing 
Agencies.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) \31\ of the Act and paragraph (f) \32\ of Rule 19b-4 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears 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.
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    \31\ 15 U.S.C. 78s(b)(3)(A).
    \32\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is 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 Number SR-DTC-2021-013 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 Number SR-DTC-2021-013. This file

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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 change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change 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 Number SR-DTC-2021-013 and should be submitted on 
or before August 9, 2021.
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    \33\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-15187 Filed 7-16-21; 8:45 am]
BILLING CODE 8011-01-P