
[Federal Register Volume 82, Number 60 (Thursday, March 30, 2017)]
[Notices]
[Pages 15749-15763]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-06241]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80303; File No. SR-FICC-2017-005]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Notice of Filing of Proposed Rule Change To Establish the Centrally 
Cleared Institutional Triparty Service and Make Other Changes

March 24, 2017.
    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 March 9, 2017, Fixed Income Clearing Corporation (``FICC'') 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.\3\ The Commission is 
publishing this notice to

[[Page 15750]]

solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ On March 9, 2017, FICC filed this proposed rule change as an 
advance notice (SR-FICC-2017-803) with the Commission pursuant to 
Section 806(e)(1) of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act entitled the Payment, Clearing, and Settlement 
Supervision Act of 2010, 12 U.S.C. 5465(e)(1), and Rule 19b-
4(n)(1)(i) of the Act, 17 CFR 240.19b-4(n)(1)(i). A copy of the 
advance notice is available at http://www.dtcc.com/legal/sec-rule-filings.aspx.
---------------------------------------------------------------------------

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

    The proposed rule change consists of amendments to the Government 
Securities Division (``GSD'') Rulebook (``GSD Rules'') \4\ that would 
(i) establish the ``Centrally Cleared Institutional Triparty Service'' 
or the ``CCITTM Service'' \5\ and thereby make central 
clearing available to the institutional tri-party repurchase agreement 
(``repo'') market \6\ and (ii) make other amendments and clarifications 
to the GSD Rules, as described below.
---------------------------------------------------------------------------

    \4\ Capitalized terms not defined herein are defined in the GSD 
Rules, available at http://www.dtcc.com/legal/rules-and-procedures.
    \5\ CCIT is a trademark of The Depository Trust & Clearing 
Corporation. Pursuant to this filing, ``Centrally Cleared 
Institutional Triparty Service'' or ``CCIT Service'' would be 
defined as ``the service offered by the Corporation to clear 
institutional triparty repurchase agreement transactions, as more 
fully described in Rule 3B.'' Proposed GSD Rule 1, Definitions.
    \6\ The proposed rule changes with respect to the establishment 
of the proposed CCIT Service are reflected in proposed GSD Rule 3B, 
and conforming changes are proposed to GSD Rules 1, 2, 2A (Section 
2), 4 (Sections 1a and 7), 5, 22C, 24, 30 and 49.
---------------------------------------------------------------------------

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 would, among other things, make central 
clearing available to the institutional tri-party repo market through 
the proposed CCIT Service.
    The proposed CCIT Service would allow the submission of tri-party 
repo transactions in GCF Repo[supreg] \7\ Securities between Netting 
Members that participate in the GCF Repo Service \8\ and institutional 
counterparties (other than investment companies registered under the 
Investment Company Act of 1940, as amended \9\ (``RICs'')), where the 
institutional counterparties are the cash lenders in the transactions 
submitted to GSD. The proposed CCIT Service would create a new GSD 
limited service membership type for such institutional cash lenders, 
each referred to as a ``Centrally Cleared Institutional Triparty 
Member'' or ``CCIT Member.'' \10\
---------------------------------------------------------------------------

    \7\ GCF Repo is a registered trademark of FICC.
    \8\ Pursuant to this filing, ``GCF Repo Service'' would be 
defined as ``the service offered by the Corporation to compare, net 
and settle GCF Repo Transactions.'' Proposed GSD Rule 1, 
Definitions.
    \9\ 15 U.S.C. 80a-1 et seq.
    \10\ Pursuant to this filing, the term ``Centrally Cleared 
Institutional Triparty Member'' or ``CCIT Member'' would be defined 
as ``a legal entity other than a Registered Investment Company 
approved to participate in the Corporation's CCIT Service as a cash 
lender.'' Proposed GSD Rule 1, Definitions.
---------------------------------------------------------------------------

    This filing also contains proposed rule changes that are not 
related to the proposed CCIT Service that provide specificity, clarity 
and additional transparency to the GSD Rules.
(i) Background on the Proposed CCIT Service
    FICC believes that the tri-party repo market is critical to the 
stability of the U.S. financial system. The tri-party repo market 
creates market liquidity and price transparency for U.S. government and 
corporate securities, is interconnected with other payment clearing and 
settlement services that are central to the U.S. financial market, and 
serves as a critical source of funding for systemically important 
broker-dealers that make markets in U.S. government and corporate 
obligations.\11\ At its peak in 2008, about $2.8 trillion of securities 
were funded by tri-party repos.\12\ Volumes shrank to $1.6 trillion in 
the second half of the recent financial crisis and have been relatively 
steady around that level since then.\13\ Nonetheless, FICC believes the 
tri-party repo market remains a critical source of funding for broker-
dealers and an important cash management tool for institutional 
counterparties.
---------------------------------------------------------------------------

    \11\ See Federal Reserve Bank of New York, Tri-Party Repo 
Infrastructure Reform, https://www.newyorkfed.org/banking/tpr_infr_reform.html (last visited Mar. 6, 2017).
    \12\ See A. Copeland et al., The Tri-Party Repo Market before 
the 2010 Reforms, Federal Reserve Bank of New York Staff Report No. 
477 (Nov. 2010), https://www.newyorkfed.org/medialibrary/media/research/staff_reports/sr477.pdf.
    \13\ See Federal Reserve Bank of New York, Tri-Party Repo 
Volume, https://www.newyorkfed.org/data-and-statistics/data-visualization/tri-party-repo/index.html#interactive/volume/collateral_value (last visited Mar. 6, 2017).
---------------------------------------------------------------------------

    In response to the 2008 financial crisis, regulators asked tri-
party repo market participants to identify ways to reduce reliance on 
intraday credit, make risk management practices more robust to a broad 
range of events, and take steps to reduce the risk that a dealer's 
default could prompt destabilizing fire sales \14\ of its collateral by 
its lenders, with the goal of enhancing the tri-party repo market's 
ability to navigate stressed market conditions by implementing 
solutions that help mitigate risk and better safeguard the U.S. 
financial market.
---------------------------------------------------------------------------

    \14\ Fire sale risk is the risk of rapid asset sales of 
securities held by cash lenders when a dealer defaults. This rapid 
sale has the potential to create a market crisis because cash 
lenders are likely to sell large amounts of securities in a short 
period of time, which could dramatically reduce the price of such 
securities that such lenders are looking to sell.
---------------------------------------------------------------------------

    Currently, FICC provides central clearing to a portion of the tri-
party repo market. Specifically, GSD's GCF Repo Service provides 
central clearing to sell-side entities, such as dealers that enter into 
tri-party repo transactions in GCF Repo Securities with each other.\15\ 
There is currently no U.S. clearing organization that novates tri-party 
repos between sell-side firms and institutional counterparties.
---------------------------------------------------------------------------

    \15\ According to FICC's data, during 2016, the average daily 
dollar value of compared GCF Repo Transactions was approximately 
$114 billion.
---------------------------------------------------------------------------

    FICC believes that central clearing of eligible tri-party repo 
transactions between GSD Netting Members and institutional 
counterparties through the proposed CCIT Service would help to 
safeguard the tri-party repo market in a number of ways. For example, 
the proposed CCIT Service would permit institutional firms that are 
eligible to participate in FICC as CCIT Members to benefit from FICC's 
guaranty of completion of settlement of their eligible tri-party repo 
transactions with Netting Members. FICC believes this would mitigate 
the risk of a large-scale exit by these institutional firms from the 
U.S. financial market in a stress scenario and therefore lower the risk 
of a liquidity drain in such a scenario. Specifically, to the extent 
institutional firms would otherwise be engaging in the same type of 
eligible tri-party repo trading activity outside of a central 
counterparty, having such activity novated to FICC and subject to 
FICC's guaranty of completion of settlement would reduce the risk that 
such institutional firms discontinue such trading activity in a Netting 
Member default situation.
    Similarly, FICC believes that broadening the pool of tri-party 
repos eligible for central clearing at FICC through the proposed CCIT 
Service to institutional activity as well as sell-side activity would 
also reduce the potential for market disruption from fire sales by 
virtue of FICC's ability to centralize and control the liquidation of 
the portfolio

[[Page 15751]]

of a defaulted Netting Member. Specifically, in a Netting Member 
default situation, the more institutional firms participate in FICC as 
CCIT Members, the more trading activity with the defaulted Netting 
Member could be centrally liquidated in an orderly manner by FICC 
rather by individual counterparties in potential fire sale conditions.
    Moreover, FICC believes that the proposed CCIT Service would 
decrease settlement and operational risk in the U.S. tri-party repo 
market as more tri-party repos for a greater number of Members would be 
eligible to be netted and subject to guaranteed settlement, novation, 
and independent risk management through FICC.
    Depending on the nature of their GSD-cleared portfolios and the 
purposes for which Netting Members borrow cash from institutional tri-
party money lenders through the proposed CCIT Service, the proposed 
CCIT Service would also provide Netting Members with the potential for 
more efficient use of collateral.\16\ Novation of tri-party repo 
borrowing activity to FICC through the proposed CCIT Service may also 
afford Netting Members the ability to offset on their balance sheets 
their obligations to FICC on CCIT Transactions against their 
obligations to FICC on other eligible FICC-cleared activity, as well as 
take lesser capital charges than would be required to the extent they 
engaged in the same borrowing activity outside of a central 
counterparty.\17\ By potentially alleviating balance sheet and capital 
constraints on their Netting Member counterparties, participation in 
FICC as CCIT Members may afford eligible institutional firms increased 
lending capacity and income.
---------------------------------------------------------------------------

    \16\ The potential for more efficient use of collateral by 
Netting Members relates to the fact that, to the extent they borrow 
cash today via tri-party repo, Netting Members are required to 
collateralize their tri-party cash lenders, typically to a 102 
percent haircut for GSD eligible securities. See SIFMA, US Repo 
Market Fact Sheet 2016, p. 3, https://www.sifma.org/WorkArea/DownloadAsset.aspx?id=8589961606 (last visited Mar. 6, 2017). Such 
collateral is separate and apart from the Clearing Fund that Netting 
Members are required to post to FICC to support their sell-side 
activity in the same asset classes. If a Netting Member's tri-party 
borrowing activity were novated to FICC through the proposed CCIT 
Service, its Clearing Fund requirement to FICC could potentially be 
reduced to the extent it has offsetting cash lending activity within 
GSD.
    \17\ Netting Members interested in such relief should discuss 
this matter with their accounting and regulatory capital experts.
---------------------------------------------------------------------------

(ii) Detailed Description of the Proposed Rule Changes Related to the 
Proposed CCIT Service

A. Proposed Changes to GSD Rule 1 (Definitions)

    FICC is proposing to amend the ``Applicant Questionnaire'' 
definition to delete the reference to ``Rule 2'' because this 
questionnaire is not mentioned in GSD Rule 2; however, it is mentioned 
in other GSD Rules, including, but not limited to, proposed GSD Rule 
3B. In light of the fact that proposed GSD Rule 3B would provide that 
references to a ``Member'' in other GSD Rules would not apply to CCIT 
Members unless specifically noted as such in proposed GSD Rule 3B or in 
such other GSD Rules, FICC is also proposing to amend the ``Applicant 
Questionnaire'' definition to specifically refer to CCIT Members.
    FICC is proposing to add the following defined terms, which relate 
to the proposed CCIT Service: ``CCIT,'' ``CCIT Account,'' ``CCIT Daily 
Repo Interest,'' ``CCIT MRA Account,'' ``CCIT Transaction,'' 
``Centrally Cleared Institutional Triparty Member or CCIT Member,'' 
``Centrally Cleared Institutional Triparty Service or CCIT Service,'' 
``Joint Account,'' ``Joint Account Submitter'' and ``Joint Account 
Submitter Agreement.''
    FICC is proposing to amend the definition of ``Contract Value'' to 
refer to a CCIT Transaction. FICC is also proposing to make a 
grammatical correction to this definition.
    FICC is proposing to amend the definition of ``Controlling 
Management'' in order to incorporate concepts that apply to CCIT 
Members and Registered Investment Company Netting Members and 
applicants to become such.
    FICC is proposing to amend the definition of ``GCF Net Funds 
Borrower Position'' to refer to CCIT Transactions and to add an 
explicit definition for the term ``GCF Net Funds Borrower.''
    FICC is proposing to amend the definition of ``GCF Net Funds Lender 
Position'' to refer to CCIT Members and CCIT Transactions and to 
include an explicit definition for the term ``GCF Net Funds Lender,'' 
which would include a Netting Member or a CCIT Member, as applicable.
    FICC is proposing to amend the definition of ``GCF Net Settlement 
Position'' and ``GCF Repo Security'' to refer to CCIT Transactions.
    FICC is proposing to include ``GCF Repo Service'' as a defined term 
in order to facilitate the drafting of proposed GSD Rule 3B, which 
covers the proposed CCIT Service.
    FICC is proposing to amend the definitions of ``Invoice Amount,'' 
``Member,'' ``Miscellaneous Adjustment Amount'' and ``Net Assets'' to 
refer to a CCIT Member.
    FICC is also proposing to amend the definition of a ``Tier Two 
Member'' (previously referred to in the GSD Rules as a ``Tier Two 
Netting Member'') to include a CCIT Member.

B. Proposed Changes to GSD Rule 2 (Members)

    FICC is proposing to amend GSD Rule 2 (Members) to include CCIT 
Members as a membership type and to make conforming changes that 
accommodate this inclusion.

C. Proposed Changes to GSD Rule 2A (Initial Membership Requirements)

    FICC is proposing to amend Section 2 of GSD Rule 2A (Initial 
Membership Requirements) to make conforming changes to accommodate the 
revised term ``Tier Two Member.''

D. Proposed GSD Rule 3B (Centrally Cleared Institutional Triparty 
Service)

    FICC is proposing to add GSD Rule 3B, entitled ``Centrally Cleared 
Institutional Triparty Service.'' This new rule would govern the 
proposed CCIT Service and would be comprised of 17 sections, each of 
which is described immediately below.
Proposed GSD Rule 3B, Section 1 (General)
    Section 1 of proposed GSD Rule 3B would be a general provision 
regarding the GSD Rules applicable to CCIT Members and to Netting 
Members that participate in the proposed CCIT Service.
    Section 1 of proposed GSD Rule 3B would establish that CCIT Members 
would be governed by proposed GSD Rule 3B, and that references to the 
term ``Member'' in other GSD Rules would not apply to CCIT Members 
unless specifically noted as such in proposed GSD Rule 3B or in such 
other GSD Rules. Section 1 of proposed GSD Rule 3B would also make 
clear that a Netting Member must be a participant of the GCF Repo 
Service in order to be a counterparty to a CCIT Member in a CCIT 
Transaction and that, in addition to the GSD Rules governing Netting 
Members, Netting Members that submit CCIT Transactions would also be 
subject to the provisions of proposed GSD Rule 3B and other GSD Rules 
applicable to CCIT Transactions.

[[Page 15752]]

Proposed GSD Rule 3B, Section 2 (Eligibility for Membership: CCIT 
Member)
    Section 2 of proposed GSD Rule 3B would establish the initial 
membership eligibility requirements for applicants that wish to become 
CCIT Members.
    Under Section 2 of proposed GSD Rule 3B, a legal entity would be 
eligible to apply to become a CCIT Member if it satisfies the following 
requirements: (i) Financial responsibility and ability to pay 
anticipated fees pursuant to the GSD Rules, including having minimum 
Net Assets \18\ of $100 million, or a prescribed multiplier of $100 
million in the case of applicants whose financial statements are 
prepared other than in accordance with U.S. generally accepted 
accounting principles; \19\ (ii) operational capability (applicable to 
a Joint Account Submitter, if relevant) to communicate with FICC and 
fulfill anticipated commitments to and meet other operational 
requirements of FICC; (iii) provision of an opinion of counsel 
acceptable to FICC that the GSD Rules would be enforceable against such 
applicant if it were to become a CCIT Member; and (iv) provision of an 
opinion of counsel (if required by FICC in its sole discretion) 
acceptable to FICC that, in the event FICC were to cease to act for the 
applicant after such applicant becomes a CCIT Member, FICC would be 
able to exercise the remedies described in the GSD Rules.
---------------------------------------------------------------------------

    \18\ Pursuant to the GSD Rules, the term ``Net Assets'' means 
``the difference between the total assets and the total liabilities 
of a Netting Member.'' GSD Rule 1, Definitions. This filing would 
amend this definition to include CCIT Members. With respect to a 
CCIT Member applicant, the determination as to whether the applicant 
satisfies the minimum Net Asset requirement under Section 2 of 
proposed GSD Rule 3B would be based on financial disclosures 
provided by the applicant as part of the membership application 
process.
    \19\ FICC may impose greater standards on the applicant based 
upon the level of the anticipated positions and obligations of the 
applicant, the anticipated risk associated with the volume and types 
of transactions the applicant proposes to process through FICC and 
the overall financial condition of the applicant. Proposed GSD Rule 
3B, Section 2.
---------------------------------------------------------------------------

    In addition, FICC would have the sole discretion to determine 
whether the applicability of any enumerated Disqualification Criteria 
(as set forth in Section 2 of proposed GSD Rule 3B) should be the basis 
for denial of the membership application.
    Section 2 of proposed GSD Rule 3B also states that FICC would 
retain the right to deny membership to an applicant if FICC becomes 
aware of any factor or circumstance about the applicant or its 
Controlling Management \20\ which may affect the suitability of that 
particular applicant as a Member of GSD. Further, applicants would be 
required to inform FICC as to any member of their Controlling 
Management that is or becomes subject to Statutory Disqualification.
---------------------------------------------------------------------------

    \20\ Pursuant to this filing, the term ``Controlling 
Management'' would be revised to mean ``the Chief Executive Officer, 
the Chief Financial Officer, and the Chief Operations Officer, or 
their equivalents, of an applicant or Member or such other 
individuals or entities with direct or indirect control over the 
applicant or Member; provided that with respect to a Registered 
Investment Company Netting Member or an applicant to become a 
Registered Investment Company Netting Member, the term `Controlling 
Management' shall include the investment manager.'' Proposed GSD 
Rule 1, Definitions.
---------------------------------------------------------------------------

    Section 2 of proposed GSD Rule 3B also includes provisions that 
would allow CCIT Members to be represented by a Joint Account.\21\
---------------------------------------------------------------------------

    \21\ Pursuant to this filing, ``Joint Account'' would be defined 
as ``two or more CCIT Members represented by a Joint Account 
Submitter.'' Proposed GSD Rule 1, Definitions.
---------------------------------------------------------------------------

    In the market today, some institutional cash lenders submit trades 
as a ``joint account'' rather than at the individual legal entity 
level. This means that two or more institutional cash lenders create a 
joint account and have a submitter (such as their agent lender) conduct 
the trading on their behalf. The proposed rule changes would 
accommodate this structure and would provide that two or more approved 
CCIT Members may be represented by a Joint Account Submitter,\22\ 
provided that the applicable CCIT Members enter into a Joint Account 
Submitter Agreement with FICC. This agreement would permit CCIT 
Transactions to be submitted through a Joint Account on behalf of the 
CCIT Members. If FICC terminates a Joint Account Submitter Agreement, 
such Joint Account Submitter would no longer be permitted to represent 
the CCIT Members in the Joint Account. Each such CCIT Member would then 
be required to assume the duties of the Joint Account Submitter or 
appoint a new Joint Account Submitter subject to the requirements of 
the GSD Rules.
---------------------------------------------------------------------------

    \22\ Pursuant to this filing, the term ``Joint Account 
Submitter'' would be defined as ``an authorized entity that (i) is 
acting as agent for two or more CCIT Members that are trading and 
submitting CCIT Transactions as a Joint Account and (ii) has been 
appointed by each such CCIT Member pursuant to a Joint Account 
Submitter Agreement.'' Proposed GSD Rule 1, Definitions.
---------------------------------------------------------------------------

Proposed GSD Rule 3B, Section 3 (Membership Application Process To 
Become a CCIT Member)
    Section 3 of proposed GSD Rule 3B would establish the membership 
application process that would be required of each applicant to become 
a CCIT Member.
    Under Section 3 of proposed GSD Rule 3B, each applicant would be 
required to complete all documents and it or its Joint Account 
Submitter, as applicable, would be required to fulfill, within the 
timeframes established by FICC, any operational testing requirements 
and related reporting requirements that may be imposed by FICC to 
ensure the operational capability of the applicant. In addition, each 
applicant would be required to complete and deliver a FATCA 
Certification to FICC, and if the applicant is an FFI Member,\23\ the 
applicant would also be required to certify and periodically recertify 
that it is FATCA Compliant, unless such requirements have been 
explicitly waived in writing by FICC, and no such waiver would be 
issued if it would cause FICC to be obligated to withhold under FATCA 
on gross proceeds from the sale or other disposition of any property. 
The applicant would also be required to indemnify FICC as a result of 
its failing to be FATCA Compliant. Section 3 of proposed GSD Rule 3B 
would also provide for confidential treatment of information furnished 
to FICC pursuant to proposed GSD Rule 3B.
---------------------------------------------------------------------------

    \23\ Pursuant to GSD Rule 1, the term ``FFI Member'' means ``any 
Person that is treated as a non-U.S. entity for U.S. federal income 
tax purposes.'' For the avoidance of doubt, the term FFI Member also 
includes ``any Member that is a U.S. branch of an entity that is 
treated as a non-U.S. entity for U.S. federal income tax purposes.'' 
GSD Rules, supra note 4.
---------------------------------------------------------------------------

    In connection with FICC's evaluation of an applicant, FICC would be 
able to: (i) If applicable, contact the applicant's primary regulatory 
authority, other examining authority or regulator, or any self-
regulatory organization of which the applicant is a member and request 
from such authority or organization any records, reports or other 
information that, in their judgment, may be relevant to the 
application; (ii) examine the books, records and operational procedures 
of, and inspect the premises of, the applicant or its Controlling 
Management as they may be related to the business to be conducted 
through GSD; and (iii) take such other evidence or make such other 
inquiries as is necessary, including sworn or unsworn testimony, to 
ascertain relevant facts bearing upon the applicant's qualifications.
    Section 3 of proposed GSD Rule 3B would make clear that, 
notwithstanding that FICC has approved an application to become a CCIT 
Member, if a material change in the condition of the applicant

[[Page 15753]]

or its Controlling Management were to occur, which in the judgment of 
FICC could bring into question the applicant's ability to perform as a 
CCIT Member, and such material change were to become known to FICC 
prior to the applicant's commencing use of GSD's services, FICC would 
have the right to stay commencement of the applicant's use of GSD's 
services until a reconsideration by FICC of the applicant's financial 
responsibility and operational capability could be completed. As a 
result of such reconsideration, FICC could determine to withdraw 
approval of an application to become a CCIT Member or condition the 
approval upon the furnishing of additional information or assurances.
    Section 3 of proposed GSD Rule 3B would also state that FICC could 
deny an application to become a CCIT Member upon FICC's determination 
that FICC does not have adequate personnel, space, data processing 
capacity, or other operational capability at that time to perform its 
services for the applicant without impairing the ability of FICC to 
provide services for its existing Members (including CCIT Members), to 
assure the prompt, accurate, and orderly processing and settlement of 
securities transactions or to otherwise carry out its functions; 
provided, however, that any such applications which are denied pursuant 
to this provision would be approved as promptly as the capabilities of 
FICC permit.
    Upon FICC's denial of an application to become a CCIT Member, FICC 
would furnish the applicant with a concise written statement setting 
forth the specific grounds under consideration upon which any such 
denial may be based and would notify the applicant of its right to 
request a hearing, such request to be filed by the applicant with FICC 
pursuant to GSD Rule 37 (Hearing Procedures).
Proposed GSD Rule 3B, Section 4 (Membership Agreement)
    Section 4 of proposed GSD Rule 3B would govern the agreements that 
CCIT Member applicants would be required to sign and deliver to FICC.
    Section 4 of proposed GSD Rule 3B would describe the terms of the 
membership agreement that every CCIT Member applicant would be required 
to execute with FICC and, in the case of CCIT Member applicants that 
intend to participate in the proposed CCIT Service through a Joint 
Account, this section would require that such applicants also execute a 
Joint Account Submitter Agreement with FICC. This section would also 
specify the rights, obligations, and liability that a CCIT Member that 
participates in the proposed CCIT Service would have vis-[agrave]-vis 
its Joint Account Submitter, as well as the conditions under which FICC 
would be able to terminate the Joint Account Submitter Agreement. It 
should be noted that the Joint Account Submitter in its capacity as 
such would not be a Member.
Proposed GSD Rule 3B, Section 5 (On-Going Membership Requirements)
    Section 5 of proposed GSD Rule 3B would establish on-going 
membership requirements and would make clear that the initial 
eligibility qualifications and standards for CCIT membership would be 
continuing membership requirements. Additional on-going membership 
requirements would also apply to CCIT Members as described below.
    Each CCIT Member would be required to submit the following to FICC: 
(i) Disclosure on at least an annual basis regarding such CCIT Member's 
Net Assets, and (ii) any financial statements the CCIT Member makes 
publicly available. In addition, each CCIT Member would be required to 
submit such other reports, financial, and other information as FICC 
from time to time may reasonably require. The time periods prescribed 
for submission of required disclosure would be set forth in notices 
posted to FICC's Web site and/or distributed by FICC from time to time. 
It would be the CCIT Member's responsibility to retrieve all notices 
daily from FICC's Web site.
    In addition, a CCIT Member would be required to submit written 
notice of any CCIT Reportable Event \24\ at least 90 calendar days 
prior to the effective date of such CCIT Reportable Event, unless the 
CCIT Member demonstrates that it could not have reasonably done so, and 
provides notice, both orally and in writing, to FICC as soon as 
possible.
---------------------------------------------------------------------------

    \24\ Proposed GSD Rule 3B would define a ``CCIT Reportable 
Event'' as ``(i) an event that would, after giving effect thereto, 
cause a material change in the control, ownership or management of 
the CCIT Member, or that could have a material impact on such CCIT 
Member's business and/or financial condition; (ii) material changes 
in the CCIT Member's business lines, including new business lines 
undertaken; or (iii) any litigation which could reasonably be 
anticipated to have a material negative effect on the CCIT Member's 
financial condition or ability to conduct business.'' Proposed GSD 
Rule 3B, Section 5(c).
---------------------------------------------------------------------------

    CCIT Members that are FFI Members would also be subject to FATCA-
related reporting requirements.
    Section 5 of proposed GSD Rule 3B would provide that a CCIT Member 
that fails to submit required information within the prescribed 
timeframes and in the manner requested by FICC would be subject to the 
applicable fines noted under ``Failure to Timely Provide Financial and 
Related Information'' and ``Reportable Events--Fine for Failure of 
Timely Notification,'' as applicable, in the Fine Schedules of the GSD 
Rules.
    FICC could, from time to time, require CCIT Members or their Joint 
Account Submitters, as applicable, to fulfill certain operational 
testing requirements and related reporting requirements to ensure the 
continuing operational capability of the CCIT Members. FICC would 
assess a fine or terminate the membership of any CCIT Member that does 
not fulfill any such operational testing and related reporting 
requirements within the timeframes established by FICC. If a Joint 
Account Submitter does not fulfill any such operational testing and 
related reporting requirements within the timeframes established by 
FICC, FICC could terminate the Joint Account Submitter Agreements for 
any or all CCIT Members that such Joint Account Submitter represents.
    A CCIT Member would also be required to promptly inform FICC, both 
orally and in writing, if it no longer is in compliance with any of the 
relevant qualifications and standards for admission to membership set 
forth in proposed GSD Rule 3B. Notification would be required within 
two Business Days from the date on which the CCIT Member first learns 
of its non-compliance. FICC would assess a $1,000.00 fine against any 
CCIT Member that fails to notify FICC. In addition, a CCIT Member would 
be required to notify FICC within two Business Days of learning that an 
investigation or proceeding to which it is or is becoming the subject 
of would cause the CCIT Member to fall out of compliance with any of 
the relevant qualifications and standards for membership set forth in 
proposed GSD Rule 3B. However, the CCIT Member would not be required to 
notify FICC if doing so would cause the CCIT Member to violate an 
applicable law, rule, or regulation.
    If with respect to a CCIT Member: (i) The CCIT Member fails to 
maintain the relevant standards and qualifications for admission to 
membership, including, but not limited to, minimum capital standards, 
operational testing, and related reporting requirements imposed by FICC 
from time to time; (ii) the CCIT Member violates any GSD Rule or other 
agreement with FICC; (iii) the CCIT Member fails to satisfy in a timely 
manner any obligation to FICC; (iv) there is any CCIT Reportable Event 
relating to such Member; or (v) FICC otherwise deems it necessary or 
advisable, in order to (a) protect FICC,

[[Page 15754]]

its Members (including CCIT Members), or its creditors or investors; 
(b) safeguard securities and funds in the custody or control of FICC or 
for which FICC is responsible; or (c) promote the prompt and accurate 
processing, clearance or settlement of securities transactions, FICC 
would undertake appropriate action to determine the status of the CCIT 
Member and its continued eligibility. In addition, FICC could review 
the financial responsibility and operational capability of the CCIT 
Member and/or its Controlling Management to the extent provided in the 
GSD Rules and otherwise require from the CCIT Member additional 
reporting of its financial or operational condition at such intervals 
and in such detail as FICC determines, and would make a determination 
as to whether such CCIT Member should be placed on the Watch List by 
FICC consistent with the provisions of Section 5 of proposed GSD Rule 
3B (described below).
    In addition, if FICC has reason to believe that a CCIT Member may 
fail to comply with any of the GSD Rules, FICC could require the CCIT 
Member to provide FICC, within such timeframe, in such detail, and 
pursuant to such manner as FICC determines, with assurances in writing 
of a credible nature that the CCIT Member shall not, in fact, violate 
the GSD Rules. Each CCIT Member, or any applicant to become such, would 
be required to furnish to FICC such adequate assurances of the CCIT 
Member's financial responsibility and operational capability as FICC 
could at any time or from time to time deem necessary or advisable in 
order to (i) protect FICC, its Members (including CCIT Members), or its 
creditors or investors; (ii) safeguard securities and funds in the 
custody or control of FICC or for which FICC is responsible; or (iii) 
promote the prompt and accurate processing, clearance or settlement of 
securities transactions. Upon the request of a CCIT Member or applicant 
to become such, FICC could choose to confer with the CCIT Member or 
applicant before or after requiring it to furnish adequate assurances 
pursuant to this proposed GSD Rule 3B.
    Adequate assurances of financial responsibility or operational 
capability of a CCIT Member or applicant to become such, as could be 
required by FICC pursuant to proposed GSD Rule 3B, could include, but 
would not be limited to, as appropriate in the context of the CCIT 
Member's use of GSD's services: (i) Imposing restrictions or 
modifications on the CCIT Member's use of GSD's services (whether 
generally, or with respect to certain transactions); or (ii) requiring 
additional reporting by the CCIT Member of its financial or operational 
condition at such intervals and in such detail as FICC determines.
    Section 5 of proposed GSD Rule 3B would provide that in the event 
that a CCIT Member fails to satisfy the relevant requirements of any 
GSD Rules, FICC would cease to act for the CCIT Member, unless the CCIT 
Member requests that such action not be taken and FICC determines that 
it is appropriate instead to establish a time period (the 
``Noncompliance Time Period''), which would be no longer than 30 
calendar days (unless otherwise determined by FICC), during which the 
CCIT Member would be required to resume compliance with such 
requirements. In the event that the CCIT Member is unable to satisfy 
such requirements within the Noncompliance Time Period, FICC would 
cease to act for the CCIT Member. If FICC takes any cease to act action 
pursuant to this provision, it would be required to promptly file with 
its records and with the Commission a full report of such actions, and 
the reasons thereof. Notwithstanding anything to the contrary in 
Section 5 of proposed GSD Rule 3B, if FICC, in its sole discretion, 
determines that a CCIT Member's financial condition has significantly 
deteriorated during a Noncompliance Time Period, FICC could immediately 
cease to act for the CCIT Member.
    Section 5 of proposed GSD Rule 3B would require that CCIT Members 
and their Joint Account Submitters, as applicable, comply with all 
applicable laws, including applicable laws relating to securities, 
taxation and money laundering, as well as global sanctions regulations 
in connection with their use of GSD's services. As part of their 
compliance with global sanctions regulations, all CCIT Members and 
their Joint Account Submitters would be prohibited from conducting any 
transaction or activity through FICC which they know to violate global 
sanctions regulations. CCIT Members subject to the jurisdiction of the 
U.S. would be required to periodically confirm that they and their 
Joint Account Submitters, as applicable, have implemented a risk-based 
program reasonably designed to comply with applicable sanctions 
regulations issued by the Office of Foreign Assets Control. Failure to 
do so in the manner and timeframes set forth by FICC from time to time 
would result in a $5,000.00 fine.
    Section 5 of proposed GSD Rule 3B would also prohibit a CCIT Member 
that is an FFI Member from conducting CCIT Transactions or activity 
through FICC if such CCIT Member is not FATCA Compliant, unless such 
requirement has been explicitly waived in writing by FICC with respect 
to the specific CCIT Member. In addition, CCIT Members that are FFI 
Members would be required, as applicable under FATCA, to certify and 
periodically recertify to FICC that they are FATCA Compliant by 
providing to FICC a FATCA Certification. Failure to do so in the manner 
and timeframes set forth by FICC from time to time would result in a 
fine, unless such requirement has been explicitly waived in writing by 
FICC with respect to the specific CCIT Member. Nevertheless, no waiver 
would be issued if it would cause FICC to be obligated to withhold 
under FATCA on gross proceeds from the sale or other disposition of any 
property. A CCIT Member that is an FFI Member would also be required to 
indemnify FICC for losses, liabilities, or expenses sustained by FICC 
as a result of such CCIT Member failing to be FATCA Compliant.
    Section 5 of proposed GSD Rule 3B would also provide that a CCIT 
Member and its Controlling Management's books and records, insofar as 
they relate to such CCIT Member's transactions processed through FICC, 
would be required to be open to the inspection of the duly authorized 
representatives of FICC upon reasonable prior notice and during the 
CCIT Member's or its Controlling Management's normal business hours. 
Each CCIT Member would be required to furnish to FICC all such 
information about the CCIT Member's and its Controlling Management's 
business and transactions as FICC may require; provided that (i) the 
aforesaid rights of FICC would be subject to any applicable laws, 
rules, or regulations of regulatory bodies having jurisdiction over the 
CCIT Member or its Controlling Management that relate to the 
confidentiality of records; and (ii) if the CCIT Member ceases 
membership, FICC would have no right to inspect the CCIT Member's or 
its Controlling Management's books and records or to require 
information relating to transactions wholly subsequent to the time when 
the CCIT Member ceases membership.
    Section 5 of proposed GSD Rule 3B would also provide that a CCIT 
Member could be monitored for financial and/or operational factors as 
FICC deems necessary to protect FICC and its Members from undue risk. 
CCIT Members would not be assigned a rating from the Credit Risk Rating 
Matrix; however, they could be included on the Watch List at FICC's 
discretion. Placement on the Watch List would result in a more thorough 
monitoring of the CCIT Member's financial and/or

[[Page 15755]]

operational condition, as applicable, and activities by FICC. FICC 
could require CCIT Members placed on the Watch List to make more 
frequent financial disclosures, possibly including interim and/or pro 
forma reports. A CCIT Member would be placed on the Watch List if FICC 
takes any action against such CCIT Member pursuant to Section 5(f) of 
proposed GSD Rule 3B. A CCIT Member would continue to be included on 
the Watch List until the condition(s) that resulted in its placement on 
the Watch List improved to the point where the condition(s) are no 
longer present or a determination is made by FICC that close monitoring 
is no longer warranted.
Proposed GSD Rule 3B, Section 6 (Voluntary Termination)
    Section 6 of proposed GSD Rule 3B would establish the requirements 
regarding a CCIT Member's election to voluntarily terminate its GSD 
membership.
    A CCIT Member would be permitted to elect to terminate its 
membership by providing FICC with 10 Business Days' written notice of 
such termination; however, FICC, in its discretion, could accept such 
termination within a shorter notice period. FICC's acceptance, which 
would be no later than 10 Business Days after receipt of the written 
notice, would be evidenced by a notice to Members (including CCIT 
Members) announcing the CCIT Member's termination and the effective 
date of the termination of the CCIT Member (the ``Termination Date''). 
As of the Termination Date, a CCIT Member that terminates its 
membership in GSD would no longer be eligible or required to submit to 
FICC data on trades and would no longer be eligible to have its trade 
data submitted by a Joint Account Submitter, unless the Board 
determines otherwise in order to ensure an orderly liquidation of the 
CCIT Member's positions. Section 6 of proposed GSD Rule 3B would 
provide that a CCIT Member's voluntary termination of membership would 
not affect its obligations to FICC, or the rights of FICC, with respect 
to transactions submitted to FICC before the Termination Date.
Proposed GSD Rule 3B, Section 7 (Loss Allocation Obligations of CCIT 
Members)
    CCIT Members would only be permitted to participate in the proposed 
CCIT Service as cash lenders, and FICC would have a perfected security 
interest in each CCIT Member's underlying repo securities. In the event 
that a CCIT Member defaults or becomes insolvent, FICC would obtain and 
deliver the underlying repo securities to the Netting Member with whom 
the defaulted CCIT Member had open CCIT Transactions. As a result of 
FICC's perfected security interest, CCIT Members would not present 
market risk because FICC would not be required to take market action in 
order to obtain the underlying repo securities. In light of the 
foregoing, FICC believes it is appropriate from a risk management 
perspective not to require a Required Fund Deposit from CCIT Members.
    However, FICC does propose to establish loss allocation obligations 
for CCIT Members, and Section 7 of proposed GSD Rule 3B would set forth 
such obligations.
    In particular, Section 7 of proposed GSD Rule 3B provides that 
Section 7 of GSD Rule 4 (Clearing Fund and Loss Allocation), which 
covers loss allocation generally, would apply to CCIT Members as Tier 
Two Members. Section 7 of proposed GSD Rule 3B and Section 7 of GSD 
Rule 4, together, would provide that CCIT Members would be responsible 
for the total amount of loss allocated to them. With respect to CCIT 
Members with a Joint Account Submitter, loss allocation would be 
calculated at the Joint Account level and then applied pro rata to each 
CCIT Member within the Joint Account based on the trade settlement 
allocation instructions. If, at the time FICC calculates loss 
allocation, the trade settlement allocation instructions to the 
individual CCIT Member level have not yet been received by FICC, the 
CCIT Members in the Joint Account would be required to provide the 
allocation to FICC within the timeframes set by FICC in its discretion.
Proposed GSD Rule 3B, Section 8 (Obligations Under Rule 4 Regarding 
Netting Members That Participate in the CCIT Service)
    Section 8 of proposed GSD Rule 3B would establish the applicability 
of GSD Rule 4 (Clearing Fund and Loss Allocation) to Netting Members 
with respect to their CCIT Transactions.
    Section 8 of proposed GSD Rule 3B would provide that the provisions 
of GSD Rule 4 would apply to the CCIT Service activity of Netting 
Members in the same manner that such provisions apply to Netting 
Members' GCF Repo Transaction activity.
Proposed GSD Rule 3B, Section 9 (Trade Submission and the Comparison 
System)
    Section 9 of proposed GSD Rule 3B would establish trade submission 
and comparison requirements for CCIT Transactions.
    With respect to trade submission, Section 9 of proposed GSD Rule 3B 
would permit CCIT Members (whether submitting individually or through a 
Joint Account) to submit only CCIT Transactions to FICC. FICC would 
leverage its existing GCF Repo Service infrastructure and operations to 
process CCIT Transactions, subject to certain differences given the 
nature of the CCIT Transactions and certain industry conventions 
applicable to such transactions, which FICC wishes to accommodate in 
its processing. CCIT Transactions would be required to be in Generic 
CUSIP Numbers approved by FICC for the GCF Repo Service.
    Each CCIT Member would be required to maintain two accounts at the 
GCF Clearing Agent Bank(s) at which Netting Members with whom the CCIT 
Member enters into CCIT Transactions maintain accounts. CCIT Members 
acting through a Joint Account would be required to cause the Joint 
Account Submitter to maintain two accounts for the Joint Account 
activity at the GCF Clearing Agent Bank(s) at which the Netting Members 
with whom the CCIT Members enter into CCIT Transactions maintain 
accounts. One account at each such GCF Clearing Agent Bank would be 
designated for the CCIT Member's activity with FICC, and the second 
account would be designated for purposes of the committed liquidity 
facility to which the CCIT Member would be subject. This facility is 
described in Section 14 of proposed GSD Rule 3B.
    With respect to trade comparison, Section 9 of proposed GSD Rule 3B 
would provide that the provisions of GSD Rule 5 (Comparison System) 
would apply to CCIT Transactions, subject to the following: (i) 
``Member,'' when used in GSD Rule 5 (Comparison System), would include 
a CCIT Member or a Joint Account Submitter acting on behalf of a CCIT 
Member, as applicable; (ii) with respect to Section 3 (Trade Submission 
Communication Methods) of GSD Rule 5, CCIT Transactions could only be 
submitted using the Interactive Submission Method or FICC's web 
interface; and (iii) with respect to Section 4 (Submission Size 
Alternatives) of GSD Rule 5, CCIT Transactions would be required to be 
submitted exactly as executed.
    Also with respect to trade comparison, FICC would permit CCIT 
Transactions to be submitted for either Bilateral Comparison or Locked-
In Comparison. Currently, in the GCF Repo Service (which the CCIT 
Service would be leveraging), transactions are submitted for Locked-In 
Comparison. Because institutional tri-party repo

[[Page 15756]]

transactions are typically transacted on a bilateral basis, FICC wishes 
to accommodate this convention and allow CCIT Transactions to be 
submitted for either Bilateral Comparison or Locked-In Comparison.
    Section 9 of proposed GSD Rule 3B would provide that GSD Rule 6A 
(Bilateral Comparison) would govern the comparison of CCIT Transactions 
that are submitted for Bilateral Comparison, subject to the following:
    (i) ``Member,'' when used in GSD Rule 6A, would include a CCIT 
Member or a Joint Account Submitter acting on behalf of a CCIT Member, 
as applicable;
    (ii) with respect to Section 1 (General) of GSD Rule 6A, the 
Schedule of Required and Other Data Submission Items for GCF Repo 
Transactions would apply to CCIT Transactions. The Schedule of Required 
Match Data and the Schedule of Money Tolerances would not apply to CCIT 
Transactions. With respect to the Schedule of Required and Other Data 
Submission Items for GCF Repo Transactions, the fields requiring Broker 
information would not apply; and
    (iii) with respect to Section 2 (Submission Method Requirements) of 
GSD Rule 6A, CCIT Transactions could only be submitted using the 
Interactive Submission Method or FICC's web interface.
    Section 9 of proposed GSD Rule 3B would provide that the following 
provisions of GSD Rule 6C (Locked-In Comparison) would govern the 
comparison of CCIT Transactions that are submitted on a Locked-In Trade 
basis: Section 1 (General), Section 2 (Authorizations of Transmission 
to and Receipt by the Corporation of Data on Locked-In Trades), the 
first sentence in Section 4 (Submission Requirements), Section 5 (GCF 
Repo Transactions), Section 7 (Reporting of Locked-In Trades), Section 
8 (Discretion to not Accept Data), Section 9 (Binding Nature of 
Comparison System Output on Locked-In Trades), Section 12 (Affirmation, 
Cancellation and Modification Requirements for Data on GCF Repo 
Transactions) and Section 13 (Timing of Comparison). For purposes of 
the application of these provisions to CCIT Transactions, CCIT 
Transactions would be treated as GCF Repo Transactions. ``Member,'' 
when used in applicable parts of GSD Rule 6C, would include a CCIT 
Member or, as applicable, a Joint Account Submitter acting on behalf of 
a CCIT Member.
    Section 9 of proposed GSD Rule 3B states that the Schedule of GCF 
Timeframes would apply to CCIT Transactions (whether submitted for 
Bilateral Comparison or Locked-In Comparison) and CCIT Members would be 
subject to any applicable late fees (applied at the Joint Account level 
if applicable) noted in the Fee Structure for failure to meet 
applicable deadlines. CCIT Members would be subject to all consequences 
for not meeting the deadlines in the schedules noted in GSD Rule 20 
(Special Provisions for GCF Repo Transactions) in the same manner that 
such consequences apply to Netting Members.
Proposed GSD Rule 3B, Section 10 (Forward Trades)
    Section 10 of proposed GSD Rule 3B would apply to CCIT Transactions 
that are Forward Trades.
    Section 10 of proposed GSD Rule 3B would provide that the 
provisions of GSD Rule 14 (Forward Trades) would apply to CCIT 
Transactions in the same way such provisions apply to GCF Repo 
Transactions.
Proposed GSD Rule 3B, Section 11 (Netting System and Settlement of CCIT 
Transactions)
    Section 11 of proposed GSD Rule 3B would govern the netting and 
settlement of CCIT Transactions.
    Section 11 of proposed GSD Rule 3B would provide that GSD Rule 20 
(Special Provisions for GCF Repo Transactions) would apply to the 
netting and settlement obligations of FICC and each party to a CCIT 
Transaction in the same manner in which such provisions apply to GCF 
Repo Transactions, subject to the following: (i) When used, ``Netting 
Member'' would include a CCIT Member or, as applicable, a Joint 
Account; (ii) CCIT Members (whether acting individually or through a 
Joint Account) would always be GCF Net Funds Lenders; (iii) CCIT 
Members would not be Interbank Pledging Members; \25\ (iv) CCIT Members 
would not be initiators of requests for collateral substitutions but 
would be the recipients of such collateral substitutions; \26\ and (v) 
the CCIT Transaction activity of Netting Members would be netted with 
such Netting Members' GCF Repo Service activity for one net obligation 
per GCF Repo Service Generic CUSIP Number.
---------------------------------------------------------------------------

    \25\ Interbank processing is not a feature of the CCIT Service 
because CCIT Members would be required to have accounts at each GCF 
Clearing Agent Bank at which Netting Members with whom the CCIT 
Members enter into CCIT Transactions maintain accounts. The net cash 
requirement for each account would be settled at the applicable 
bank, thereby eliminating the need for interbank processing.
    \26\ Because CCIT Members would be cash lenders in CCIT 
Transactions, they would not initiate collateral substitutions, as 
collateral substitution is a market practice initiated by cash 
borrowers in repo transactions.
---------------------------------------------------------------------------

    Section 11 of proposed GSD Rule 3B would also provide that on each 
Business Day, CCIT Members submitting CCIT Transactions through a Joint 
Account would be required to cause their Joint Account Submitter to 
submit the trade settlement allocation with respect to trades settled 
by the Joint Account during that Business Day.
    In the event that FICC ceases to act for a CCIT Member, FICC would 
need to obtain the underlying securities collateral to avoid having to 
take market action to purchase such securities. To address this 
concern, Section 11 of proposed GSD Rule 3B would provide that each 
CCIT Member grants to FICC a security interest in the underlying 
securities as security for the CCIT Member's performance of its 
obligations under each CCIT Transaction. Section 11 of proposed GSD 
Rule 3B would further provide that in the event a CCIT Transaction were 
re-characterized as a loan, the securities delivered to the CCIT Member 
would be deemed pledged to such Member as security for the performance 
of FICC's obligations. In such circumstances, FICC would not be 
considered to have a security interest in the securities but as owning 
the securities. In addition, Section 11 of proposed GSD Rule 3B would 
provide that if FICC ceases to act for a CCIT Member, FICC could 
instruct the relevant GCF Clearing Agent Bank to deliver to FICC the 
Eligible Securities that the CCIT Member is obligated to return to FICC 
against payment by FICC of the Contract Value.
Proposed GSD Rule 3B, Section 12 (Compared Trades)
    Section 12 of proposed GSD Rule 3B would establish FICC's guaranty 
of settlement of CCIT Transactions.
    Section 12 of proposed GSD Rule 3B would provide that GSD Rule 11B 
(Guaranty of Settlement) would apply to CCIT Transactions that are 
Compared Trades.
Proposed GSD Rule 3B, Section 13 (Funds-Only Settlement)
    Section 13 of proposed GSD Rule 3B would establish the funds-only 
settlement obligations that would apply to CCIT Members and to Netting 
Members that are parties to CCIT Transactions.
    FICC proposes that CCIT Members would have Funds-Only Settlement 
Amount obligations as set forth in GSD Rule 13 (Funds-Only Settlement), 
and that GSD Rule 13 would apply in its entirety to CCIT Members in the 
same manner as it applies to Netting

[[Page 15757]]

Members, except that only the following components of Section 1 
(General) of GSD Rule 13 would apply to CCIT Members: (i) The Invoice 
Amount,\27\ and (ii) the Miscellaneous Adjustment Amount.\28\ FICC 
proposes to not collect/pay the remaining funds-only settlement 
components included in Section 1 of GSD Rule 13 from/to CCIT Members in 
order to align with current market practice for institutional cash 
lenders in the tri-party repo market. Such modified approach to the 
funds-only settlement process would be appropriate for FICC to take 
with respect to CCIT Members in light of the fact that no market action 
would be required by FICC in the event of a CCIT Member's default due 
to the perfected security interest FICC would have in such CCIT 
Member's underlying repo securities.
---------------------------------------------------------------------------

    \27\ Pursuant to the GSD Rules, the term ``Invoice Amount'' 
means ``all fee amounts due and owing from a Netting Member to the 
Corporation on a particular Business Day.'' GSD Rule 1, Definitions. 
This filing would amend this definition to include CCIT Members.
    \28\ Pursuant to the GSD Rules, the ``Miscellaneous Adjustment 
Amount'' means ``the net total of all miscellaneous funds-only 
amounts that, on a particular Business Day, are required to be paid 
by a Netting Member to the Corporation and/or are entitled to be 
collected by a Member from the Corporation.'' GSD Rule 1, 
Definitions. This filing would amend this definition to include CCIT 
Members.
---------------------------------------------------------------------------

    For Netting Members that are parties to CCIT Transactions, FICC 
proposes that the Invoice Amount, the Miscellaneous Adjustment Amount, 
and the Transaction Adjustment Payment components of Section 1 of GSD 
Rule 13 would apply (inclusive of their CCIT Transactions) in the same 
manner that such components are currently applied to their GSD funds-
only settlement obligations.
    However, the GCF Interest Rate Mark and Interest Rate Mark 
components of Section 1 of GSD Rule 13 would apply in a different 
manner with respect to Netting Members' CCIT Transactions than such 
components are currently applied to their GSD funds-only settlement 
obligations. Specifically, if the GCF Interest Rate Mark funds-only 
settlement component (for a CCIT Transaction for which the Start Leg 
has settled) or the Interest Rate Mark funds-only settlement component 
(for a CCIT Transaction that is a Forward Trade, during such CCIT 
Transaction's Forward-Starting Period) result in a debit to the Netting 
Member, such debit amount would be collected and held by FICC overnight 
and then returned to the Netting Member the following day in a credit 
for the same amount, plus a use of funds amount (Interest Rate Market 
Adjustment Payment). FICC proposes to collect and hold debit amounts 
reflecting Netting Members' GCF Interest Rate Mark or Interest Rate 
Mark, as applicable, overnight to mitigate the interest rate risk that 
FICC faces from a Netting Member's default with respect to its CCIT 
Transactions. However, if the GCF Interest Rate Mark or the Interest 
Rate Mark component, as applicable, results in a credit to a Netting 
Member, the Netting Member would not be paid the credit because the 
related debit would not be collected from the CCIT Member for the 
reasons described above.
    In addition, FICC proposes to apply a new funds-only settlement 
component to CCIT Transactions, which would be referred to as ``CCIT 
Daily Repo Interest.'' CCIT Daily Repo Interest would reflect the daily 
interest earned on a CCIT Transaction and would be collected by FICC on 
each Business Day during the course of a CCIT Transaction from the cash 
borrowing Netting Member party to a CCIT Transaction (other than on the 
Actual Settlement Date of the CCIT Transactions on which it would be 
treated as a Transaction Adjustment Payment) and paid through by FICC 
on the same day to the cash lending CCIT Member as part of the funds-
only settlement process, unless the parties enter into a negative rate 
CCIT Transaction, in which case the debits and credits would be 
reversed. It should be noted that a Netting Member would not receive 
any use of funds amount credit from FICC on any CCIT Daily Repo 
Interest collected from such Netting Member during the course of a CCIT 
Transaction because the related debit would not be collected from the 
CCIT Member in order to align with current market practice for 
institutional cash lenders in the tri-party repo market.
Proposed GSD Rule 3B, Section 14 (Liquidity Requirements of CCIT 
Members)
    Section 14 of proposed GSD Rule 3B would establish a rules-based 
committed liquidity facility for CCIT Members.
    The September 1996 Securities Industry and Financial Markets 
Association Master Repurchase Agreement (without the referenced 
annexes) (the ``SIFMA MRA'') would be incorporated by reference into 
the GSD Rules as a master repurchase agreement between FICC as seller 
and each CCIT Member as buyer (the ``CCIT MRA'').
    The CCIT MRA could be invoked by FICC in the event that FICC ceases 
to act for a Netting Member that engaged in CCIT Transactions (the 
``Defaulting Member''), and would require CCIT Members that have open 
trades with the Defaulting Member to enter into repo transactions 
subject to the CCIT MRA (each, a ``CCIT MRA Transaction''). Only CCIT 
Members that have outstanding CCIT Transactions with the Defaulting 
Member would be required to enter into CCIT MRA Transactions, and the 
aggregate total purchase price of a CCIT Member's CCIT MRA Transactions 
would be limited to no more than the aggregate total principal dollar 
amount of such CCIT Member's outstanding CCIT Transactions with the 
Defaulting Member. The securities posted to the CCIT Members under CCIT 
MRA Transactions would have a market value of 102 percent of the 
aggregate purchase price, and the pricing rate in respect of each CCIT 
MRA Transaction would be the rate published on FICC's Web site at the 
time that FICC initiates such CCIT MRA Transaction, corresponding to: 
(A) U.S. Treasury 30-year maturity (CUSIP: 371487AE9) if the underlying 
securities are U.S. Treasury securities; (B) Non-Mortgage Backed U.S. 
Agency Securities (CUSIP: 371487AH2) if the underlying securities are 
non-mortgage-backed U.S. agency securities; or (C) Fannie Mae and 
Freddie Mac Fixed Rate MBS (CUSIP: 371487AL3) if the underlying 
securities are mortgage-backed securities, or, if the relevant 
foregoing rate is unavailable, a rate that FICC reasonably determines 
approximates the average daily interest rate paid by a seller of the 
underlying securities under a cleared repo transaction.
    CCIT MRA Transactions would be terminable only by demand of FICC, 
except in the following circumstances: (i) A Corporation Default occurs 
during the term of a CCIT MRA Transaction; or (ii) if FICC is not able 
to settle a CCIT MRA Transaction by (x) the 30th calendar day following 
the entry into such CCIT MRA Transaction where the underlying 
securities are non-mortgage-backed U.S. agency securities or U.S. 
Treasury securities, or (y) the 60th calendar day following the entry 
into such CCIT MRA Transaction where the underlying securities are 
mortgage-backed securities (any such day, a ``CCIT MRA Termination 
Date''). In either of the aforementioned circumstances, the affected 
CCIT Member would have the right to terminate the CCIT MRA Transaction 
and sell the underlying securities.
    Section 14 of proposed GSD Rule 3B would also make clear that all 
delivery obligations with respect to an original CCIT Transaction would 
be deemed satisfied by operation of Section 14, and settlement of any 
original CCIT Transaction between FICC and any CCIT

[[Page 15758]]

Member would be final, notwithstanding that the relevant Eligible 
Securities are not required to be delivered to FICC in connection with 
such original CCIT Transaction by the CCIT Member that was a buyer in 
the original CCIT Transaction (such delivery being netted against 
delivery to the buyer under the CCIT MRA).
    In addition to the above, Section 14 of proposed GSD Rule 3B also 
provides for uncommitted liquidity repurchase transactions between each 
CCIT Member as Buyer and FICC as Seller under the SIFMA MRA that would 
also be incorporated by reference in the GSD Rules.
Proposed GSD Rule 3B, Section 15 (Restrictions on Access to Services by 
a CCIT Member, Insolvency of a CCIT Member and Wind-Down of a CCIT 
Member)
    Section 15 of proposed GSD Rule 3B would govern (i) the rights of 
FICC to restrict a CCIT Member's access to its services, (ii) FICC's 
rights in the event of an insolvency of a CCIT Member, and (iii) the 
winding down of a CCIT Member's CCIT activity.
    Section 15 of proposed GSD Rule 3B would provide that the 
provisions of GSD Rule 21 (Restrictions on Access to Services), GSD 
Rule 21A (Wind-Down of a Netting Member) and GSD Rule 22 (Insolvency of 
a Member) would apply to CCIT Members in the same manner as such 
provisions apply to Netting Members.
Proposed GSD Rule 3B, Section 16 (Procedures for When the Corporation 
Ceases To Act for a CCIT Member)
    Section 16 of proposed GSD Rule 3B would establish FICC's 
procedures for when it ceases to act for a CCIT Member.
    Section 16 of proposed GSD Rule 3B would provide that GSD Rule 22A 
(Procedures for When the Corporation Ceases to Act) would apply when 
FICC ceases to act for a CCIT Member in the same manner as such rule 
applies to Netting Members, except that with respect to Section 2(b) of 
GSD Rule 22A, the CCIT Member for whom FICC has ceased to act would be 
required to return each Eligible Security that the CCIT Member is 
obligated to return to FICC against payment by FICC of the Contract 
Value.
Proposed GSD Rule 3B, Section 17 (Other Applicable Rules, Schedules, 
Interpretations and Statements)
    Section 17 of proposed GSD Rule 3B would establish certain other 
GSD Rules as being applicable to CCIT Members in the same manner that 
such rules apply to Netting Members.
    Section 17 of proposed GSD Rule 3B would provide that GSD Rule 1 
(Definitions), GSD Rule 22B (Corporation Default), proposed GSD Rule 
22C (Interpretation in Relation to the Federal Deposit Insurance 
Corporation Act of 1991), GSD Rule 23 (Fine Payments), GSD Rule 25 
(Bills Rendered), GSD Rule 27 (Admission to Premises of the 
Corporation, Powers of Attorney, Etc.), GSD Rule 28 (Forms), GSD Rule 
29 (Release of Clearing Data), GSD Rule 31 (Distribution Facilities), 
GSD Rule 32 (Signatures), GSD Rule 33 (Procedures), GSD Rule 34 
(Insurance), GSD Rule 35 (Financial Reports), GSD Rule 36 (Rule 
Changes), GSD Rule 37 (Hearing Procedures), GSD Rule 38 (Governing Law 
and Captions), GSD Rule 39 (Limitations of Liability), GSD Rule 40 
(General Provisions), GSD Rule 41 (Cross-Guaranty Agreements), GSD Rule 
42 (Suspension of Rules), GSD Rule 44 (Action by the Corporation), GSD 
Rule 45 (Notices), GSD Rule 46 (Interpretation of Terms), GSD Rule 47 
(Interpretation of Rules) and GSD Rule 48 (Disciplinary Proceedings) 
would apply to CCIT Members in the same manner that such rules apply to 
Netting Members.
    Section 17 of proposed GSD Rule 3B would provide that CCIT Members 
would be Voluntary Purchaser Participants within the meaning of the 
Shareholders Agreement of DTCC, dated as of November 4, 1999, as 
heretofore or hereafter amended and restated.\29\ In addition, Section 
17 of proposed GSD Rule 3B would provide that all schedules cited in or 
pertaining to the GSD Rules which are cited in proposed GSD Rule 3B 
would apply to CCIT Members and that the Statements of Policy or 
Interpretation contained in the GSD Rules as applicable to the CCIT 
Service would also be applicable to CCIT Members.
---------------------------------------------------------------------------

    \29\ GSD Rule 49, DTCC Shareholders Agreement.
---------------------------------------------------------------------------

E. Proposed Changes to GSD Rule 4 (Clearing Fund and Loss Allocation)

    The proposed changes to GSD Rule 4 (Clearing Fund and Loss 
Allocation) would provide that CCIT Members would be treated as Tier 
Two Members for purposes of default loss allocation.
    Unlike Tier One Netting Members, which are subject to default loss 
mutualization, a Tier Two Member is only subject to loss allocation as 
a result of the default of a Netting Member with whom it had open FICC-
cleared transactions at the time of such Netting Member's default. FICC 
assesses Tier Two Members ratably based upon their open trading 
activity with the Defaulting Member that resulted in a loss. Tier Two 
Members whose trades with the Defaulting Member result in a bilateral 
liquidation profit are not allocated any portion of a Remaining Loss.
    In light of the fact that a CCIT Member would only provide 
liquidity as a cash lender in the proposed CCIT Service and would not 
present market risk to FICC due to the perfected security interest FICC 
would have in such CCIT Member's underlying repo securities, FICC 
believes it is appropriate to treat CCIT Members as Tier Two Members 
and subject them to default loss allocation obligations with respect to 
the default of a Netting Member with whom they had open CCIT 
Transactions at the time of such Netting Member's default, but not loss 
mutualization obligations as is required for Tier One Netting Members 
as described above. Specifically, the proposed changes to GSD Rule 4 
would provide that loss would be assessed against CCIT Members as Tier 
Two Members ratably based upon a percentage of loss attributable to 
each CCIT Member's specific Generic CUSIP Number that it had open with 
the Defaulting Member.
    Conforming changes would also be made to GSD Rule 4 to refer to the 
defined term ``Tier Two Member'' (previously referred to in the GSD 
Rules as a ``Tier Two Netting Member''), which defined term would be 
revised by this filing to include a CCIT Member.

F. Proposed Changes to GSD Rule 5 (Comparison System)

    Conforming changes would be made to GSD Rule 5 (Comparison System) 
to reference obligations between a Netting Member and a CCIT Member (or 
Joint Account, as applicable) with respect to novation.

G. Proposed Changes to GSD Rule 22C (Interpretation in Relation to the 
Federal Deposit Insurance Corporation Act of 1991)

    Conforming changes would be made to GSD Rule 22C, formerly GSD Rule 
22B Section (c), in order to establish that any actions taken under 
Section 11(e) of proposed GSD Rule 3B constitute remedies under a 
``security agreement or arrangement or other credit enhancement.'' \30\
---------------------------------------------------------------------------

    \30\ Certain other proposed changes to GSD Rule 22B unrelated to 
the establishment of the proposed CCIT Service are described below 
in Item II(A)1(iv).
---------------------------------------------------------------------------

H. Proposed Changes to GSD Rule 24 (Charges for Services Rendered)

    Conforming changes would be made to GSD Rule 24 (Charges for 
Services

[[Page 15759]]

Rendered) to provide that CCIT Members would be responsible for all 
fees pertaining to their CCIT Member activity as set forth in the Fee 
Structure. Such fees would be applied at the Joint Account level where 
applicable.

I. Proposed Changes to GSD Rule 30 (Lists to be Maintained)

    Conforming changes would be made to GSD Rule 30 (Lists to be 
Maintained) to reflect that FICC would maintain lists of all CCIT 
Members (and their Joint Account Submitters, as applicable) and that 
such lists would be made available to Members upon request.

J. Proposed Changes to GSD Rule 49 (DTCC Shareholders Agreement)

    The proposed changes to Section 3 of GSD Rule 49 (DTCC Shareholders 
Agreement) would provide that all Tier Two Members, including CCIT 
Members and Netting Members whose membership type has been designated 
as a ``Tier Two Member'' type by FICC pursuant to GSD Rule 2A (Initial 
Membership Requirements), are Voluntary Purchaser Participants.
(iii) Impact of the Proposed CCIT Service on Various Persons
    The proposed CCIT Service would be voluntary. Institutional cash 
lenders that wish to become CCIT Members and Netting Members that wish 
to participate in the proposed CCIT Service would have an opportunity 
to review the proposed rule change and determine if they would like to 
participate. Choosing to participate would make these entities subject 
to all of the rule changes that would be applicable to the proposed 
CCIT Service as described below.
    The proposed CCIT Service would affect institutional cash lenders 
that choose to become CCIT Members because it would impose various 
requirements on them. These requirements include, but are not limited 
to, the following sections of proposed GSD Rule 3B: (1) Eligibility and 
initial application requirements as specified in Sections 1, 2, 3 and 
4; (2) on-going membership requirements as specified in Section 5; (3) 
loss allocation requirements as specified in Section 7; (4) trade 
submission requirements as specified in Section 9; (5) netting and 
settlement requirements as specified in Section 11; (6) funds-only 
settlement requirements as specified in Section 13; and (7) liquidity 
requirements in the event of a default of a Netting Member with whom 
such CCIT Member has traded as specified in Section 14.
    Specific details on the requirements and the manner in which the 
proposed CCIT Service would affect institutional cash lenders that 
choose to become CCIT Members can be found above in Section (ii)--
Detailed Description of the Proposed Rule Changes Related to the 
Proposed CCIT Service.
    The proposed CCIT Service would affect Netting Members that choose 
to participate in the service because it would impose various 
requirements on them. These requirements include, but are not limited 
to, the funds-only settlement requirements as specified in Section 13 
of proposed GSD Rule 3B.
    Specific details on these requirements and the manner in which the 
proposed CCIT Service would affect Netting Members that choose to 
participate in the proposed CCIT Service are described above in Section 
(ii)--Detailed Description of the Proposed Rule Changes Related to the 
Proposed CCIT Service.
(iv) Other Proposed Rule Changes
    This filing contains proposed rule changes that are in addition to 
the ones related to the establishment of the proposed CCIT Service. The 
proposed rule changes that are not related to the proposed CCIT Service 
would provide specificity, clarity and additional transparency to the 
GSD Rules as described below.

A. Proposed Changes to GSD Rule 2A (Initial Membership Requirements)

    Section 3 of GSD Rule 2A governs the admission criteria and 
membership qualifications and standards for Comparison-Only Members.
    FICC is proposing to amend Section 3(a) of GSD Rule 2A because FICC 
interprets this Section as applying specifically to the operational 
capability requirement for applicants to become Comparison-Only 
Members, but the existing rule text is more broadly written. In order 
to align the rule text with FICC's interpretation of the requirement of 
this Section, FICC is proposing to amend the rule text to provide that 
it applies only with respect to the operational capability requirement 
for applicants that wish to become Comparison-Only Members.\31\
---------------------------------------------------------------------------

    \31\ The operational capability requirement is also applicable 
to applicants to become Netting Members, pursuant to GSD Rule 2A, 
Section 4. GSD Rule 2A, Initial Membership Requirements.
---------------------------------------------------------------------------

B. Proposed Changes to GSD Rule 3 (Ongoing Membership Requirements)

    GSD Rule 3 governs ongoing standards for Members.\32\
---------------------------------------------------------------------------

    \32\ Pursuant to the GSD Rules, the term ``Member'' means a 
``Comparison-Only Member'' or a ``Netting Member.'' The term 
``Member'' also includes a Sponsoring Member in its capacity as a 
Sponsoring Member and a Sponsored Member, each to the extent 
specified in GSD Rule 3A. GSD Rule 1, Definitions. This filing would 
amend this definition to include CCIT Members to the extent 
specified in proposed GSD Rule 3B.
---------------------------------------------------------------------------

    Section 7 of GSD Rule 3 relates to a Member's ongoing obligation to 
inform FICC, both orally and in writing, if it is no longer in 
compliance with any of the relevant qualifications. This includes, but 
is not limited to, a Member's ongoing obligation to notify FICC within 
two business days of learning of an investigation or proceeding to 
which it is or is becoming the subject of that would cause the Member 
to fall out of compliance with any of the relevant qualifications and 
standards for membership set forth in GSD Rules 2, 2A and 3. FICC is 
proposing to change the rule text in order clarify that this obligation 
to notify FICC arises at the point in time that such Member learns that 
an investigation or proceeding would cause it to fall out of compliance 
(and not before such time). FICC believes that the proposed change 
provides Members with clarity on the point in time at which a Member is 
required to notify FICC. Certain other conforming and typographical 
changes would also be made to this Section.
    Section 10 of GSD Rule 3 provides that a Member's books and 
records, insofar as they relate to such Member's transactions processed 
through FICC, would be required to be open to the inspection of the 
duly authorized representatives of FICC in accordance with the 
provisions of this Section. In light of the fact that Registered 
Investment Companies are permitted to be Netting Members under GSD Rule 
3, and Registered Investment Company trading activity is typically 
controlled by a separate investment adviser, FICC proposes to amend 
Section 10 to require that, in addition to having access to the books 
and records of the Registered Investment Company Netting Member itself 
(as is required under current GSD Rule 3), that FICC also have access 
to the books and records of the Controlling Management of a Registered 
Investment Company Netting Member in accordance with the provisions of 
this Section.
    Section 13 of GSD Rule 3 governs Comparison-Only Members' and 
Netting Members', as applicable, election to terminate their GSD 
membership. Currently, this rule states that a Comparison-Only Member's 
or Netting Member's, as applicable, request to terminate its GSD 
membership will not be effective until accepted by FICC. Because the 
existing rule is open-ended with respect to FICC's duty to accept such 
Member's request to terminate its

[[Page 15760]]

membership and such open-endedness could create uncertainty for a 
Member that wishes to terminate its GSD membership as to when such 
termination will be effective, FICC is proposing to amend this section 
to provide that a Member's written notice of its termination would not 
be effective until accepted by FICC, which acceptance could be no later 
than 10 Business Days after the receipt of the written notice from such 
Member.

C. Proposed Changes to GSD Rule 4 (Clearing Fund and Loss Allocation)

    Section 5 of GSD Rule 4 governs FICC's use of Clearing Fund 
deposits. FICC proposes to correct an out-of-date cross-reference and 
make a typographical correction to this section.

D. Proposed Changes to GSD Rule 20 (Special Provisions For GCF Repo 
Transactions) and the Schedule of GCF Timeframes

    Section 3 of GSD Rule 20 governs FICC's collateral allocation 
requirements for each Netting Member in a GCF Net Funds Borrower 
Position or GCF Net Funds Lender Position.
    FICC proposes to amend Section 3 of GSD Rule 20 to require that all 
GCF Repo Transactions be fully collateralized at the time established 
by FICC in the Schedule of GCF Timeframes,\33\ and to amend the 
Schedule of GCF Timeframes to establish 9:00 New York Time as the 
deadline for satisfaction of such requirement. FICC also proposes to 
amend Section 3 of GSD Rule 20 to prohibit a Member that receives 
collateral in the GCF Repo process (i.e., a Member with a Collateral 
Allocation Entitlement) from withdrawing the securities or cash 
collateral that such Member receives.
---------------------------------------------------------------------------

    \33\ The Schedule of GCF Timeframes is an appendix to the GSD 
Rules.
---------------------------------------------------------------------------

E. Proposed Changes to GSD Rule 22B (Corporation Default)

    GSD Rule 22B describes specific events that would cause a 
Corporation Default \34\ and the effect of this default on Transactions 
that have been submitted to FICC.
---------------------------------------------------------------------------

    \34\ Subsection (b) of GSD Rule 22B describes the events that 
would cause FICC to be in default to its Members. GSD Rule 22B, 
Corporation Default.
---------------------------------------------------------------------------

    FICC proposes to amend GSD Rule 22B to specify the steps that 
Members would need to take in the event of a Corporation Default. The 
proposed rule changes to subsection (a) of GSD Rule 22B would state 
that upon the immediate termination of the open Transactions between 
Members that have been novated to FICC, such Members would be required 
to promptly take market action to close out such positions. Each Member 
would then report the results of the market action to the Board. FICC 
believes that the proposed change would be helpful to Members and would 
promote clarity and transparency with respect to the process 
surrounding a Corporation Default.

F. Proposed Changes to GSD Rule 35 (Financial Reports)

    FICC proposes to amend GSD Rule 35 (Financial Reports) to add a 
provision to reflect FICC's current practice of having its independent 
public accountants conduct an annual study and evaluation of FICC's 
system of internal accounting controls with respect to the safeguarding 
of participants' assets, prompt and accurate clearance and settlement 
of securities transactions, and the reliability of related records. 
Such study and evaluation is conducted in accordance with the standards 
established by the American Institute of Certified Public Accountants 
and is made available to all Members within a reasonable time upon 
receipt from FICC's independent accountants.
2. Statutory Basis
    Section 17A(b)(3)(F) of the Act requires, in part, that the GSD 
Rules be designed to (i) ``promote the prompt and accurate clearance 
and settlement of securities transactions'' \35\ and (ii) ``remove 
impediments to and perfect the mechanism of a national system for the 
prompt and accurate clearance and settlement of securities 
transactions, and, in general, to protect investors and the public 
interest.'' \36\ By expanding the availability of GSD's infrastructure 
to institutional cash lenders, FICC believes that the proposed rule 
change would help to safeguard the tri-party repo market, as the 
proposed rule change to establish the proposed CCIT Service would (i) 
decrease settlement and operational risk (by making a greater number of 
transactions eligible to be netted and subject to guaranteed 
settlement, novation, and independent risk management through FICC), 
(ii) lower the risk of liquidity drain in the tri-party repo market 
(through FICC's guaranty of completion of settlement for a greater 
number of eligible tri-party repo transactions), and (iii) protect 
against fire sale risk (through FICC's ability to centralize and 
control the liquidation of a greater portion of a failed counterparty's 
portfolio). By decreasing settlement and operational risk, FICC 
believes the proposed rule change would ``promote the prompt and 
accurate clearance and settlement of securities transactions'' and 
``remove impediments to and perfect the mechanism of a national system 
for the prompt and accurate clearance and settlement of securities 
transactions'' consistent with the requirements of the Act, in 
particular Section 17A(b)(3)(F), cited above. By lowering the risk of 
liquidity drain in the tri-party repo market and protecting against 
fire sale risk, FICC believes the proposed rule change would ``protect 
investors and the public interest,'' consistent with the requirements 
of the Act, in particular Section 17A(b)(3)(F), cited above.
---------------------------------------------------------------------------

    \35\ 15 U.S.C. 78q-1(b)(3)(F).
    \36\ Id.
---------------------------------------------------------------------------

    Section 17A(b)(3)(F) of the Act requires, in part, that the GSD 
Rules 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.''\37\ By providing for sufficient liquidity 
resources for FICC to settle the obligations of a CCIT Member's 
defaulted Netting Member pre-novation counterparty in the form of the 
CCIT MRA and by protecting FICC from market risk in the event of a CCIT 
Member's default in the form of the perfected security interest in 
FICC's favor in each CCIT Member's underlying repo securities, the 
proposed CCIT Service would provide for prudent risk management of CCIT 
Transactions and CCIT Members by FICC and would contribute to FICC's 
financial stability. Therefore, FICC believes the proposed rule change 
would ``assure the safeguarding of securities and funds which are in 
the custody or control of the clearing agency or for which it is 
responsible,'' consistent with the requirements of the Act, in 
particular Section 17A(b)(3)(F), cited above.
---------------------------------------------------------------------------

    \37\ Id.
---------------------------------------------------------------------------

    Section 17A(b)(3)(G) of the Act requires that the GSD Rules 
``provide that . . . [the clearing agency's] participants shall be 
appropriately disciplined for violation of any provision of the rules 
of the clearing agency by expulsion, suspension, limitation of 
activities, functions, and operations, fine, censure, or any other 
fitting sanction.'' \38\ Section 17A(b)(3)(H) of the Act requires, in 
part, that the GSD Rules ``provide a fair procedure with respect to the 
disciplining of participants, the denial of participation to any person 
seeking participation therein, and the prohibition or limitation by the 
clearing agency of any person with respect to access to services

[[Page 15761]]

offered by the clearing agency.'' \39\ By subjecting CCIT Members, and 
applicants that wish to become CCIT Members, to comparable admission 
requirements \40\ and the same disciplinary requirements (and related 
due process procedures) as those applicable to Netting Members, and 
applicants that wish to become Netting Members, the proposed CCIT 
Service would establish an appropriate framework for the admission and 
disciplining of CCIT Members. Such framework for the admission and 
disciplining of CCIT Members would be appropriate in light of the fact 
that CCIT Members would enjoy rights and privileges vis-[agrave]-vis 
FICC that are similar to those rights and privileges enjoyed by Netting 
Members. Therefore, FICC believes the proposed rule change would 
``provide that . . . its participants shall be appropriately 
disciplined for violation of any provision of the rules of the clearing 
agency by expulsion, suspension, limitation of activities, functions, 
and operations, fine, censure, or any other fitting sanction,'' and 
also ``provide a fair procedure with respect to the disciplining of 
participants, the denial of participation to any person seeking 
participation therein, and the prohibition or limitation by the 
clearing agency of any person with respect to access to services 
offered by the clearing agency,'' consistent with the requirements of 
the Act, in particular Sections 17A(b)(3)(G) and 17A(b)(3)(H), cited 
above.
---------------------------------------------------------------------------

    \38\ 15 U.S.C. 78q-1(b)(3)(G).
    \39\ 15 U.S.C. 78q-1(b)(3)(H).
    \40\ There would be certain differences between the admission 
requirements applicable to CCIT Members under proposed GSD Rule 3B 
and those applicable to Netting Members under GSD Rule 2A. For 
example, under proposed GSD Rule 3B, FICC proposes to require that 
CCIT Member applicants provide certain opinions of counsel in 
connection with their applications to become CCIT Members (as 
described above) to which Netting Member applicants are not subject. 
In addition, CCIT Member applicants would not be subject to the same 
requirements regarding business history as Netting Member applicants 
are subject to.
    FICC believes that these differences in the admission 
requirements between CCIT Member applicants and Netting Member 
applicants are appropriate and consistent with the requirements of 
the Act (in particular Section 17A(b)(3)(H), cited above), in light 
of the differences between the proposed CCIT Service and services 
available to Netting Members.
    With respect to the opinion of counsel requirements for CCIT 
Member applicants, because FICC is anticipating that many of the 
firms that would apply to become CCIT Members would be of legal 
entity types that are not otherwise eligible to become Netting 
Members, FICC believes the opinion of counsel requirements are 
necessary in order to establish an appropriate framework for the 
admission of CCIT Members because they ensure that FICC is able to 
obtain the same level of legal comfort with respect to its rights 
vis-[agrave]-vis CCIT Members as it has with respect to its Netting 
Members. With respect to the business history requirements, FICC 
believes that it is not necessary to establish the same requirements 
for CCIT Members as it has for Netting Members because CCIT Members 
do not present FICC with the credit and market risk exposure that 
Netting Members do in light of the fact that CCIT Members (i) would 
only be allowed to lend cash into GSD and (ii) would be required to 
grant FICC an enforceable and perfected security interest in the 
securities collateral posted to them under CCIT Transactions, which 
FICC would be able to foreclose upon in the event of a CCIT Member's 
default in order to complete settlement without having to take 
market action.
---------------------------------------------------------------------------

    The proposal is also consistent with Rules 17Ad-22(d)(2) and 
(d)(9), promulgated under the Act. Rule 17Ad-22(d)(2) requires, in 
part, that FICC establish, implement, maintain and enforce written 
policies and procedures reasonably designed to ``require participants 
to have sufficient financial resources and robust operational capacity 
to meet obligations arising from participation in the clearing 
agency.'' \41\ Rule 17Ad-22(d)(9) requires that FICC establish, 
implement, maintain and enforce written policies and procedures 
reasonably designed to ``provide market participants with sufficient 
information for them to identify and evaluate the risks and costs 
associated with using its services.'' \42\ In connection with the 
establishment of the proposed CCIT Service, FICC would make certain 
modifications to the GSD Rules (as described above) in order to create 
the requirements that would be applicable to CCIT Members, including 
initial and on-going financial responsibility and operational capacity 
requirements, as well as the requirements that would be applicable to 
Netting Members with respect to their participation in the proposed 
CCIT Service. If approved, the requirements applicable to the proposed 
CCIT Service would become part of the GSD Rules, which are publicly 
available on The Depository Trust & Clearing Corporation's Web site 
(www.dtcc.com), and market participants would be able to review them in 
connection with their evaluation of potential participation in the 
proposed CCIT Service. Therefore, FICC believes the proposed rule 
change would ``require participants to have sufficient financial 
resources and robust operational capacity to meet obligations arising 
from participation in the clearing agency'' and ``provide market 
participants with sufficient information for them to identify and 
evaluate the risks and costs associated with using its services,'' 
consistent with the requirements of Rules 17Ad-22(d)(2) and (d)(9), 
cited above.
---------------------------------------------------------------------------

    \41\ 17 CFR 240.17Ad-22(d)(2).
    \42\ 17 CFR 240.17Ad-22(d)(9).
---------------------------------------------------------------------------

    As stated above, Section 17A(b)(3)(F) of the Act requires, in part, 
that the GSD Rules be designed to (i) ``promote the prompt and accurate 
clearance and settlement of securities transactions'' \43\ and (ii) 
``remove impediments to and perfect the mechanism of a national system 
for the prompt and accurate clearance and settlement of securities 
transactions.'' \44\ By providing specificity, clarity and additional 
transparency to the GSD Rules, the proposed rule changes to Section 
3(a) of GSD Rule 2A (Initial Membership Requirements), Sections 7, 10 
and 13 of GSD Rule 3 (Ongoing Membership Requirements), Section 5 of 
GSD Rule 4 (Clearing Fund and Loss Allocation), Section 3 of GSD Rule 
20 (Special Provisions for GCF Repo Transactions) and the Schedule of 
GCF Timeframes, Subsection (a) of GSD Rule 22B (Corporation Default), 
and GSD Rule 35 (Financial Reports) that are unrelated to the proposed 
CCIT Service, would provide Members with a better understanding of the 
GSD Rules, making errors in the performance of their responsibilities 
to FICC less likely to occur and thereby ensuring that FICC's clearing 
and settlement system works efficiently. Therefore, FICC believes the 
proposed rule change would ``promote the prompt and accurate clearance 
and settlement of securities transactions'' by FICC and also ``remove 
impediments to and perfect the mechanism of a national system for the 
prompt and accurate clearance and settlement of securities 
transactions,'' consistent with the requirements of the Act, in 
particular Section 17A(b)(3)(F), cited above.
---------------------------------------------------------------------------

    \43\ 15 U.S.C. 78q-1(b)(3)(F).
    \44\ Id.
---------------------------------------------------------------------------

(B) Clearing Agency's Statement on Burden on Competition

    FICC believes that the proposed rule change to establish the 
proposed CCIT Service would promote competition by increasing the types 
of entities that may participate in FICC and therefore permit more 
market participants to utilize FICC's services.
    At the same time, the proposed rule change may impose a burden on 
competition by limiting participation in the proposed CCIT Service to 
institutional cash lenders and Netting Members that are eligible to 
participate in the service. However, FICC believes any burden on 
competition that may result from the proposed rule change would not be 
significant and would be necessary and appropriate in furtherance of 
the purposes of the Act, as permitted by Section 17A(b)(3)(I) of

[[Page 15762]]

the Act,\45\ for the reasons described below.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------

    First, although the proposal would limit the legal entities that 
would be eligible to participate in the proposed CCIT Service as CCIT 
Members to non-RICs, and this limitation may impact RICs by excluding 
them from being able to novate their tri-party repo lending activity in 
GCF Repo eligible asset classes to FICC (and avail themselves of the 
commensurate benefits described in Section (i)--Background on the 
Proposed CCIT Service above), FICC believes that any related burden on 
competition would be necessary and appropriate in furtherance of the 
purposes of the Act in light of the fact that the legal ability of RICs 
to participate in the proposed CCIT Service is uncertain in light of 
the regulatory requirements applicable to them under the Investment 
Company Act of 1940 (including, for example, liquid asset requirements 
and counterparty diversification requirements), and therefore it is 
necessary and appropriate in furtherance of the purposes of the Act to 
exclude them, at this time, from the proposed CCIT Service until such 
legal uncertainty can be resolved. Moreover, FICC believes any related 
burden on competition would not be significant because, as described in 
Section (iii)--Impact of the Proposed CCIT Service on Various Persons 
above, the proposed CCIT Service would be voluntary and would not 
restrict the ability of RICs to enter into tri-party repo transactions 
with Netting Members in GCF Repo eligible asset classes outside of GSD.
    Second, although the proposal would limit participation in the 
proposed CCIT Service as CCIT Members to legal entities that are able 
to satisfy the eligibility requirements specified in proposed GSD Rule 
3B, and this limitation may impact institutional cash lenders that are 
unable to satisfy such eligibility requirements by excluding them from 
being able to novate their tri-party repo lending activity in GCF Repo 
eligible asset classes to FICC (and avail themselves of the 
commensurate benefits described in Section (i)--Background on the 
Proposed CCIT Service above), FICC believes that any related burden on 
competition would be necessary and appropriate in furtherance of the 
purposes of the Act in light of the fact that such eligibility 
requirements are designed to allow FICC to prudently manage the risks 
associated with CCIT Members' participation in the proposed CCIT 
Service. For example, the proposed minimum Net Asset requirements of 
$100 million or more and credit monitoring requirements for CCIT 
Members included in the proposed GSD Rule 3B are designed to allow FICC 
to manage the credit risk associated with CCIT Members' participation 
in the proposed CCIT Service. The requirement that CCIT Members grant 
FICC an enforceable and perfected security interest in the securities 
collateral posted to them under CCIT Transactions is designed to allow 
FICC to manage the market risk associated with CCIT Members' 
participation in the proposed CCIT Service. Moreover, the requirement 
that CCIT Members provide FICC with a committed liquidity facility in 
the event FICC ceases to act for a Netting Member with whom they have 
open CCIT Transactions is designed to allow FICC to manage the 
liquidity risk associated with CCIT Members' participation in the 
proposed CCIT Service. Furthermore, FICC believes any related burden on 
competition would not be significant because, as described in Section 
(iii)--Impact of the Proposed CCIT Service on Various Persons above and 
in the preceding paragraph, the proposed CCIT Service would be 
voluntary and would not restrict the ability of institutional cash 
lenders to enter into tri-party repo transactions with Netting Members 
in GCF Repo eligible asset classes outside of GSD.
    Third, although the proposal would limit participation in the 
proposed CCIT Service to Netting Members that are participants in the 
GCF Repo Service, and this limitation may impact Netting Members that 
do not participate in the GCF Repo Service by excluding them from being 
able to novate their institutional tri-party repo borrowing activity in 
GCF Repo eligible asset classes to FICC (and avail themselves of the 
commensurate benefits described in Section (i)--Background on the 
Proposed CCIT Service above), FICC believes that any related burden on 
competition is necessary and appropriate in furtherance of the purposes 
of the Act in light of the fact that all Netting Members that fulfill 
the application requirements, including but not limited to completing 
the necessary documentation, are eligible to become GCF Repo 
participants and would therefore be eligible to participate in the 
proposed CCIT Service. Moreover, FICC believes any related burden on 
competition would not be significant because, as described in Section 
(iii)--Impact of the Proposed CCIT Service on Various Persons above and 
in the preceding paragraphs, participation in the proposed CCIT Service 
would be voluntary and would not restrict the ability of Netting 
Members to enter into tri-party repo borrowing transactions with 
institutional counterparties in GCF Repo eligible asset classes outside 
of GSD.
    FICC believes that the proposed changes to Section 3(a) of GSD Rule 
2A (Initial Membership Requirements), Sections 7, 10 and 13 of GSD Rule 
3 (Ongoing Membership Requirements), Section 5 of GSD Rule 4 (Clearing 
Fund and Loss Allocation), Section 3 of GSD Rule 20 (Special Provisions 
for GCF Repo Transactions) and the Schedule of GCF Timeframes, 
Subsection (a) of GSD Rule 22B (Corporation Default), and GSD Rule 35 
(Financial Reports) that are unrelated to the proposed CCIT Service 
would not have an impact, nor impose any burden, on competition because 
each of such proposed changes are designed to provide specificity, 
clarity, and additional transparency within the GSD Rules.

(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. FICC will notify the Commission of any written 
comments received by FICC.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.
    The proposal shall not take effect until all regulatory actions 
required with respect to the proposal are completed.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

[[Page 15763]]

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-FICC-2017-005 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-FICC-2017-005. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of FICC and on 
DTCC's Web site (http://dtcc.com/legal/sec-rule-filings.aspx). All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-FICC-2017-005 and should be 
submitted on or before April 20, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\46\
---------------------------------------------------------------------------

    \46\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-06241 Filed 3-29-17; 8:45 am]
 BILLING CODE 8011-01-P


