[Federal Register Volume 88, Number 15 (Tuesday, January 24, 2023)]
[Notices]
[Pages 4271-4275]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-01276]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96700; File No. SR-LCH SA-2023-002]


Self-Regulatory Organizations; LCH SA; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change, as Modified by 
Amendment No. 1, Relating to the CDSClear Fee Grid for 2023

January 18, 2023.
    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 January 5, 2023, Banque Centrale de Compensation, which conducts 
business under the name LCH SA (``LCH SA''), filed with the Securities 
and Exchange Commission (``Commission'' or ``SEC'') the proposed rule 
change described in Items I, II and III below, which Items have been 
prepared primarily by LCH SA. LCH SA filed the proposed rule change 
pursuant to Section 19(b)(3)(A) of the Act,\3\ and Rule 19b-4(f)(2) \4\ 
thereunder, so that the proposal was effective upon filing with the 
Commission. On January 13, 2023, LCH SA filed Amendment No. 1 to the 
proposed rule change, which replaced and superseded in its entirety the 
original filing.\5\ The Commission is publishing this notice to solicit 
comments on the proposed rule change, as modified by Amendment No. 1 
(hereafter, the ``proposed rule change''), from interested persons.
---------------------------------------------------------------------------

    \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)(2).
    \5\ Amendment No. 1 amends Exhibit 1A to correct a non-
substantive formatting error and adds further explanation and 
justification to Part II(b), statutory basis. Amendment No. 1 also 
submits an exhibit to the proposed rule change as an Exhibit 3. In a 
separate correspondence that accompanies Amendment No. 1, LCH SA 
requests confidential treatment for this Exhibit 3.
---------------------------------------------------------------------------

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

    (a) On January 5, 2023, Banque Centrale de Compensation, which 
conducts business under the name LCH SA (``LCH SA''), filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change SR-LCH SA-2023-002 (``Proposed Rule Change'') pursuant to 
Section 19(b) of the Securities Exchange Act of 1934 (``Act'') and Rule 
19b-4 thereunder in order to modify and update the current CDSClear fee 
grid to be effective early January 2023. This Amendment No. 1 to the 
Proposed Rule

[[Page 4272]]

Change,\6\ will replace and supersede entirety the original filing.
---------------------------------------------------------------------------

    \6\ Available on LCH SA website: Proposed Rule Changes [verbar] 
LCH Group (https://www.lch.com/resources/rulebooks/proposed-rule-changes).
---------------------------------------------------------------------------

    The text of the Proposed Rule Change is in Exhibit 5 [sic].\7\
---------------------------------------------------------------------------

    \7\ All capitalized terms not defined herein have the same 
definition as in the CDS Clearing Rule Book, Supplement or 
Procedures, as applicable.
---------------------------------------------------------------------------

    The implementation of the Proposed Rule Change will be contingent 
on LCH SA's receipt of all necessary regulatory approvals.
    (b) Not applicable.
    (c) Not applicable.

II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, LCH SA 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. LCH SA has prepared summaries, set forth in sections A, 
B, and C below, of the most significant aspects of these statements.

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

(a) Purpose
    The purpose of the proposed fee changes is for LCH SA to reflect 
the ongoing development and new product scope of the CDSClear service 
\8\ with the objective to meet clearing members and clients' 
expectations on the clearing offer.
---------------------------------------------------------------------------

    \8\ Self-Regulatory Organizations; LCH SA; Order Approving 
Proposed Rule Change Relating to the Clearing of Markit 
iTraxx[supreg] Australia Indices and the Associated Single-Name 
Constituents and Remediation of WWR Margin Instability, Exchange Act 
Release No. 34-95503 (August 16, 2022); 87 FR 51471 (August 22, 
2022) (SR-LCH SA-2022-004); Self-Regulatory Organizations; LCH SA; 
Notice of Filing of Amendment No. 2 and Order Granting Accelerated 
Approval of Proposed Rule Change, as Modified by Amendment No. 2, 
Relating to Providing Clearing Services for Additional Index and 
Single Name Credit Default Swaps, Exchange Act Release No. 34-96468 
(Dec. 8, 2022); 87 FR 76519 (Dec. 14, 2022) (SR-LCH SA-2022-007).
---------------------------------------------------------------------------

    As specified in Exhibit 5 [sic], LCH SA is proposing to amend the 
CDSClear fee grid for 2023 as follows.
(1) Clearing Fees for Sovereign Index and Single Name CDS Activity
    LCH SA CDSClear currently offers an Unlimited Tariff for General 
Members that covers all self-clearing Corporate and Financials CDS 
Index and Single Names activity for a Financial Group of a Clearing 
Member for an annual fixed fee of [euro]1,350,000 (no variable fees).
    As the scope of products covered by the Unlimited Tariff for 
General Members does not include Sovereign Single Names CDS, the 
proposed change introduces a distinct fixed fee of [euro]180,000 per 
annum \9\ for General Members to cover all self-clearing Sovereign 
Single Names CDS activity for a Financial Group of a Clearing Member. 
General Members can opt-in for this tariff or pay variable fees to 
clear Sovereign Single Name CDS as per the current fee grid.
---------------------------------------------------------------------------

    \9\ This annual fixed fee of [euro]180,000 will be divided by 
twelve and be charged monthly, equaling [euro]15,000 per month.
---------------------------------------------------------------------------

    As per the existing fee grid, CDSClear offers a full discount of 
Sovereign Single Names variable fees for one calendar year from the 
launch date of this initiative. This initiative launched on December 
14, 2022. As such, LCH SA proposes to amend the fee grid to clarify the 
full extent of this discount (i.e., from December 14, 2022 up to and 
including December 14, 2023).
    LCH SA proposes to authorize General Members to switch between the 
annual fixed fee tariff and the variable fees for Sovereign Single Name 
CDS no more than once per year, such change to be effective from the 
start of the next month following a 15 business days' notice period.
(2) General Members' Introductory Tariff
    General Members under the Introductory Tariff pay an annual 
Membership and clearing fixed fee to cover all self-clearing Corporate, 
Financials and Sovereign Index and Single Names activity of:
     [euro]200,000 if the total annual gross notional cleared 
is under [euro]10bn.
     [euro]400,000 if the total annual gross notional cleared 
is over [euro]10bn.
    Besides, currently:
     Where the total annual gross notional cleared by a General 
Member under the Introductory Tariff reaches [euro]10bn in any calendar 
year, then no further fixed fees are payable that year and the General 
Member will automatically be invoiced at the higher tariff of 
[euro]400,000 for the following year.
     Where the total annual gross notional cleared by a General 
Member under the Introductory Tariff on the higher tariff of 
[euro]400,000 falls below [euro]10bn in any calendar year, the General 
Member will automatically be invoiced at the lower tariff of 
[euro]200,000 for the following year.
    The General Members' Introductory Tariff is charged monthly at one-
twelfth of the total per month.
    Under the proposal, rather than having a dividing threshold of 
[euro]10bn in total annual gross notional cleared, all General Members 
automatically would be charged the higher tariff, and rebated a certain 
amount if their gross notional clearing activity does not cross the 
[euro]10bn threshold at the end of the year. As proposed, General 
Members under the Introductory Tariff would be charged an annual 
Membership and clearing fee of [euro]400,000 for any given calendar 
year (one-twelfth being charged each month) but those having cleared 
less than [euro]10bn in that year would get a rebate in their last bill 
for the year such that their annual Membership and clearing fee amount 
would revert to [euro]200,000.
(3) Select Members' Tariff
    Select Members currently pay an annual membership and clearing 
fixed fee to cover all self-clearing Corporate, Financials and 
Sovereign Index and Single Names activity of:
     [euro]250,000 if the total annual gross notional cleared 
is under [euro]20bn.
     [euro]450,000 if the total annual gross notional cleared 
is over [euro]20bn.
    With the proposed change, the threshold would be lowered to 
[euro]10 billion from [euro]20 billion. Select Members would pay an 
annual Membership and clearing fixed fee to cover all self-clearing 
Corporate, Financials and Sovereign Index and Single Names activity of:
     [euro]250,000 if the total annual gross notional cleared 
is under [euro]10bn.
     [euro]450,000 if the total annual gross notional cleared 
is over [euro]10bn.
    Currently, where the total annual gross notional cleared by a 
Select Member reaches [euro]20bn in any calendar year, then no further 
fixed fees are payable that year and the Select Member will 
automatically be invoiced at the higher tariff of [euro]450,000 for the 
following year. Also under the present rules, where the total annual 
gross notional cleared by a Select Member on the higher tariff of 
[euro]450,000 falls below [euro]20bn in any calendar year, the Select 
Member will automatically be invoiced at the lower tariff of 
[euro]250,000 for the following year. As with the General Members' 
Introductory Tariff, the Select Members' Tariff is charged monthly at 
one-twelfth of the total per month.
    According to the proposal, not only would the total annual gross 
notional cleared threshold be halved, but also Select Members 
automatically would be charged the higher tariff, and rebated a certain 
amount if their gross notional clearing activity does not cross the 
newly lowered [euro]10bn threshold at the end of the year. Select 
Members would be charged an annual membership and clearing fee of 
[euro]450,000 for any given

[[Page 4273]]

calendar year (one twelfth being charged each month) but those having 
cleared less than [euro]10bn in that year would get a rebate in their 
last bill for the year such that their annual Membership and clearing 
fee amount to [euro]250,000.
(4) CCP Switch Programme
    The proposals to the CDSClear fee grid are intended to reflect the 
incentive fee programme offered to existing and new clearing members 
(CCP Switch Programme), a proposed rule change that was recently filed 
with and given immediate effectiveness by the SEC.\10\
---------------------------------------------------------------------------

    \10\ Self-Regulatory Organizations; LCH SA; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change, as Modified by 
Amendment No. 1, Relating to the CDSClear CCP Switch Programme, 
Exchange Act Release No. Release No. 34-95808 (September 16, 2022); 
87 FR 57931 (September 22, 2022) (SR-LCH SA-2022-005).
---------------------------------------------------------------------------

(5) High Turnover Fee Plan
    The proposed CDSClear fee grid would introduce a High Turnover Fee 
Plan (HTFP) for Clients and Select Members.
    Currently, CDSClear Clearing Members are charged a variable fee on 
their client clearing flows per [euro]/$ million of gross notional 
cleared, as follows:

                                                              Variable Fee--Client Clearing
                                                          [Per million gross notional cleared]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                        Credit index                                       Credit index
                            EUR indices                                 EUR single      options--EUR     U.S. indices     U.S. single      option--U.S.
                                                                          names           indices                            names           Indices
--------------------------------------------------------------------------------------------------------------------------------------------------------
[euro]4                                                                    [euro]12          [euro]4               $5              $17               $4
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Similarly, Select Members are charged a variable fee on their House 
flows per EUR/USD million of gross notional cleared defined as follows:

                                                       Variable Fee--Select Members Self-Clearing
                                                          [Per million gross notional cleared]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                        Credit index                                       Credit index
                            EUR indices                                 EUR single      options--EUR     U.S. indices     U.S. single      option--U.S.
                                                                          names           indices                            names           indices
--------------------------------------------------------------------------------------------------------------------------------------------------------
[euro]4                                                                    [euro]10         [euro]10               $5              $13              $10
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Under the proposal, the HTFP introduction would establish a 
variable fee grid based on notional in order to make it more attractive 
for new Select Members as well as new buy-side clients to select 
CDSClear as their CCP and/or CDSClear existing Select Members, and 
clients to clear more by decreasing the marginal variable fee past 
predefined notional thresholds as detailed below, and in Exhibit 5 
[sic]. The HTFP thus provides Select Members and Clients with the same 
type of incentive to clear more volumes than the Unlimited Tariff 
offers to General Members, under which they pay an annual fixed fee of 
[euro]1.35m that covers all self-clearing Corporate and Financial Index 
and Single Names activity as well as Sovereign Index activity for all 
entities part of the Financial Group of a given Clearing Member. As a 
result, the HTFP doesn't need to be offered to the General Members.
    The buckets would apply to the actual notional cleared in a given 
calendar year distinctly for Euro denominated Indices, US Dollar 
denominated Indices, Euro denominated Single Names and US Dollar 
denominated Single Names only.

[[Page 4274]]

[GRAPHIC] [TIFF OMITTED] TN24JA23.252

    Finally, the HTFP would exclude from the determination of the total 
cleared notional:
     the notional cleared for which a CCP Switch credit note 
was used to zero out the clearing fees; and
     the notional cleared part of a CCP Switch that thus did 
not attract any clearing fees.
(6) LSOC Account Structure Fees
    Today, LCH SA did not have any futures commission merchant (FCM) 
using its clearing services but in view of a first FCM to join the 
CDSClear service in the coming months, it is proposed to not charge any 
account structure fees for Legally Segregated, Operationally Commingled 
(LSOC) account structures.
(7) Extension of the Fee Holiday Period for Options Cleared by Clients 
and Maintenance of the EEP Usage Free of Charge in 2023
    LCH SA is proposing to renew the fee holiday \11\ for Client 
clearing Options in 2023 as well as to maintain for 2023 the Electronic 
Exercise Platform (EEP) usage free of charge, both to promote and 
encourage option clearing take-up.
---------------------------------------------------------------------------

    \11\ Self-Regulatory Organizations; LCH SA; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change Relating to the 
Amendments of the CDSClear Fee Grid, Release No. 34-90862 (Jan. 6, 
2021), 86 FR 2468 (Jan. 12, 2021), File No. SR-LCH SA-2020-007.
---------------------------------------------------------------------------

(b) Statutory Basis
    Section 17A(b)(3)(D) of the Act requires that the rules of a 
clearing agency provide for the equitable allocation of reasonable 
dues, fees, and other charges among its participants.\12\
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78q-1(b)(3)(D).
---------------------------------------------------------------------------

    LCH SA believes that this proposed rule change concerning its 
clearing fee changes is consistent with the requirements of Section 17A 
of the Act \13\ and the rules and regulations thereunder applicable to 
it, and in particular provides for the equitable allocation of 
reasonable fees, dues, and other charges among clearing members and 
market participants by ensuring that clearing members and clients pay 
reasonable fees and dues for the services provided by LCH SA, within 
the meaning of Section 17A(b)(3)(D) of the Act.\14\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78q-1.
    \14\ 15 U.S.C. 78q-1(b)(3)(D).
---------------------------------------------------------------------------

    In order to take into account the new product scope of the clearing 
services offered by CDSClear, including, for example, Markit 
iTraxx[supreg] Australia Indices and the Associated Single-Name 
Constituents, as well as the iTraxx Asia ex Japan Index, the Markit CDX 
Emerging Markets Index and the single name credit default swaps 
(``CDS'') that comprise each index, LCH SA is proposing to introduce a 
fixed fee tariff covering all self-clearing Sovereign Single Names CDS 
activity carried out by a Financial Group of a Clearing Member. The 
fixed fee amount was reasonably determined by LCH SA on the basis of 
the expected General Members' cleared volumes, examining both the 
Sovereign Single Name CDS cleared notional by other Credit CCPs as well 
as the outstanding bilateral notional of Sovereign Single Name CDS 
available to clear.
    This proposed additional tariff for Sovereign Single Name CDS does 
not impact the existing tariffs applicable to existing clearing 
services (i.e., the General Members' Unlimited tariff for Corporates 
and Financials Index and Single Names the General Members' Unlimited 
tariff for Options as well as the General Members' Introductory tariffs 
for Indices, Single Names and Options). The proposed additional tariff 
also provides General Members more optionality to manage their cost of 
clearing Sovereign Single Name CDS by offering a similar choice of 
tariffs to the existing ones for Corporates and Financials Index and 
Single Names or for Options.
    For both General Members under the Introductory Tariff and Select 
Members, LCH SA is proposing to adjust the way it collects the fixed 
fee amount in a transparent manner that is equally applicable to ensure 
that those Clearing Members are charged the relevant fixed fee amount 
depending on their total notional cleared for the calendar year in 
which they cleared such notional.
    Additionally, for Select Members, LCH SA is proposing to lower by 
half the threshold amount which determines the amount of the annual 
clearing fixed fee to cover all self-clearing Corporate, Financials and 
Sovereign Index and Single Names activity, thus impacting the rebate 
that may be granted.
    LCH SA believes that implementing such adjustments made to avoid 
General Members under the Introductory Tariff paying more than Select 
Members for the same notional cleared whilst General Members have more 
obligations than Select Members is consistent with the requirements of 
Section 17A of the Act \15\ and the regulations thereunder applicable 
to it, and in particular provides for the equitable allocation of 
reasonable fees, dues, and other charges among clearing members and 
market participants by ensuring that Members pay reasonable fees and 
dues for the services provided by LCH SA, within the meaning of Section 
17A(b)(3)(D) of the Act.\16\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78q-1.
    \16\ 15 U.S.C. 78q-1(b)(3)(D).

---------------------------------------------------------------------------

[[Page 4275]]

    LCH SA has determined that the proposed fees associated to the High 
Turnover Fee Plan are reasonable and appropriate to charge to offer and 
maintain CDSClear clearing services. In particular, LCH SA believes 
that the volume-based discounts have been set up at an appropriate 
level, given the costs and expenses to LCH SA in providing such 
services. LCH SA also considers that the introduction of the High 
Turnover Fee Plan is designed to be more appropriate and attractive for 
Select Members and Clients in order to promote the clearing activity. 
As a reminder, the current fee grid already includes an Unlimited 
Tariff for General Members which also implies a decreasing marginal 
clearing fee rate as cleared notional increases, and thus promotes the 
clearing activity even further than the HTFP as it applies to all 
entities part of the Financial Group of a given Clearing Member.
    Finally, LCH SA believes that the renewal of the fee holiday for 
options clearing fees for Clients in 2023 will contribute to growing 
the options client clearing activity. As a result, LCH SA considers 
that the introduction of the High Turnover Fee Plan as well as the 
renewal of the fee holiday for Clients clearing Options are also 
consistent with the prompt and accurate clearance in accordance with 
Section 17A(b)(3)(F) of the Exchange Act.\17\
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    Furthermore, LCH SA has determined that not charging any account 
structure fees for Legally Segregated, Operationally Commingled (LSOC) 
account structures is consistent with the absence of charge for account 
structure fees for a Clearing Member's main Gross Omnibus Segregated 
Account (GOSA), and as such guarantees equal applicability of fees to 
any category of market participant wishing to access the CDSClear 
clearing service.
    For all the reasons stated above, LCH SA believes that the Proposed 
Rule Change is consistent with the requirements of Section 17A(b)(3)(D) 
of the Act.\18\
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78q-1(b)(3)(D).
---------------------------------------------------------------------------

B. Clearing Agency's Statement on Burden on Competition.

    Section 17A(b)(3)(I) of the Act requires that the rules of a 
clearing agency not impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act.\19\
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------

    LCH SA does not believe that the Proposed Rule Change would impose 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act because LCH SA is offering the 
possibility for CDSClear members and clients to obtain a more 
appropriate and flexible access to the clearing services. The Proposed 
Rule Change would not affect the ability of Clearing Members or other 
market participants generally to engage in cleared transactions or to 
access clearing services.
    Additionally, the clearing fee conditions would remain transparent 
and equally applicable to any category of market participant wishing to 
access the CDSClear clearing service for the extensive scope of 
products offered, including those that are not mandatory for clearing.
    Further, as explained above, LCH SA believes that the fee rates 
would be maintained at an appropriate level, given the costs and 
expenses to LCH SA in offering the relevant clearing services.

C. Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants or Others

    Written comments relating to the proposed rule change have not been 
solicited or received. LCH SA will notify the Commission of any written 
comments received by LCH SA.

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

    The foregoing proposed rule change has become effective upon filing 
pursuant to Section 19(b)(3)(A) \20\ of the Act and Rule 19b-4(f)(2) 
\21\ thereunder because it establishes a fee or other charge imposed by 
LCH SA on its Clearing Members. At any time within 60 days of the 
filing of the proposed rule change, the Commission summarily may 
temporarily suspend such proposed 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.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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-LCH SA-2023-002 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-LCH SA-2023-002. 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 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 LCH SA and on LCH SA's website 
at: https://www.lch.com/resources/rulebooks/proposed-rule-changes. 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-LCH SA-2023-002 and should 
be submitted on or before February 14, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-01276 Filed 1-23-23; 8:45 am]
BILLING CODE 8011-01-P