[Federal Register Volume 83, Number 162 (Tuesday, August 21, 2018)]
[Notices]
[Pages 42340-42344]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-17956]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83850; File No. SR-FICC-2018-008]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Notice of Filing of Proposed Rule Change To Apply Government Securities 
Division Corporation Default Rule to Sponsored Members and Make Other 
Changes

August 15, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on August 6, 2018, 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. The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.

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[[Page 42341]]

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

    The proposed rule change consists of modifications to FICC's 
Government Securities Division (``GSD'') Rulebook (``GSD Rules'') \3\ 
in order to apply GSD Rule 22B (Corporation Default) to Sponsored 
Members as well as make certain other changes, as described in greater 
detail below.
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    \3\ Capitalized terms not defined herein are defined in the GSD 
Rules, available at http://www.dtcc.com/~/media/Files/Downloads/
legal/rules/ficc_gov_rules.pdf.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

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

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

1. Purpose
    The purpose of this proposed rule change is to amend GSD Rule 3A 
(Sponsoring Members and Sponsored Members) in order to apply GSD Rule 
22B (Corporation Default) to Sponsored Members. In addition, the 
proposed rule change would make certain other changes, as described in 
greater detail below.
(i) Background
    Under GSD Rule 3A (Sponsoring Members and Sponsored Members), Bank 
Netting Members that are well-capitalized (as defined by the Federal 
Deposit Insurance Corporation's applicable regulations) and have at 
least $5 billion in equity capital (Sponsoring Members) are permitted 
to sponsor qualified institutional buyers as defined by Rule 144A \4\ 
under the Securities Act of 1933, as amended (``Securities Act''),\5\ 
and certain legal entities that, although not organized as entities 
specifically listed in paragraph (a)(1)(i) of Rule 144A under the 
Securities Act, satisfy the financial requirements necessary to be 
qualified institutional buyers as specified in that paragraph 
(Sponsored Members) into GSD membership.
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    \4\ See 17 CFR 230.144A.
    \5\ 15 U.S.C. 77a et seq.
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    In connection with the onboarding of new Sponsoring Members and 
their respective Sponsored Members into GSD membership, FICC has 
received certain questions regarding the applicability of GSD Rule 22B 
(Corporation Default) to Sponsoring Members and their respective 
Sponsored Members. GSD Rule 22B provides that close out netting will be 
applied to obligations between GSD and its Members in the event that a 
Corporation Default occurs.\6\ GSD Rule 22B currently does not apply to 
Sponsored Members but does apply to Sponsoring Members in their 
capacity as Netting Members. Not applying GSD Rule 22B to Sponsored 
Members creates an inconsistency with respect to the legal framework 
and process applicable to the Sponsored Members versus other GSD 
Members\7\ in the event that a Corporation Default occurs.
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    \6\ Events that shall constitute a Corporation Default are 
described in Section (b) of GSD Rule 22B. Supra note 3.
    \7\ GSD Rule 1 (Definitions) defines ``Member'' as a Comparison-
Only Member or a Netting Member. Supra note 3. For purposes of this 
filing, the term ``Member'' shall exclude Comparison-Only Members 
because Comparison-Only Members are not relevant in the context of 
Corporation Default provisions as such Members only participate in 
the Comparison System.
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(ii) Proposed Changes to the GSD Rules
GSD Rule 3A (Sponsoring Members and Sponsored Members)
    FICC is proposing to add an introductory paragraph to Section 17 of 
GSD Rule 3A (Sponsoring Members and Sponsored Members) which makes it 
clear that for purposes of the Rules, Schedules, Interpretations and 
Statements of Policy referenced in Section 17 of GSD Rule 3A, 
Sponsoring Members and/or Sponsored Members, in their respective 
capacities as such, would be ``Members.'' Adding this clarifying 
paragraph would be helpful to Sponsoring Members and Sponsored Members 
because it would enable them to know which Rules, Schedules, 
Interpretations and Statements of Policy would govern their rights, 
liabilities and obligations in their respective capacities as 
Sponsoring Members and/or Sponsored Members.
    In order to ensure that all GSD Members are subject to a common, 
transparent legal framework in a Corporation Default situation, FICC is 
proposing to modify GSD Rule 3A so that GSD Rule 22B (Corporation 
Default) would apply to Sponsored Members in the same manner as it 
applies to all other GSD Members. Specifically, FICC proposes to add a 
new subsection (a) to Section 17 of GSD Rule 3A which would provide 
that GSD Rule 22B would apply to Sponsored Members. This proposed 
change would necessitate a technical change to renumber all subsequent 
subsections in Section 17 of GSD Rule 3A.
    GSD Rule 22B defines the term ``Corporation Default'' and sets 
forth the close out netting process in the event of a Corporation 
Default. Section (b)(ii) of GSD Rule 22B provides that the following 
events shall constitute a Corporation Default: (A) the dissolution of 
FICC (other than pursuant to a consolidation, amalgamation, or 
merger),\8\ (B) the institution by FICC of a proceeding seeking a 
judgment of insolvency or bankruptcy or any other relief under any 
bankruptcy or insolvency law or other similar law affecting creditors' 
rights, or the presentation of a petition for FICC's winding-up or 
liquidation, or the making of a general assignment for the benefit of 
creditors,\9\ (C) the institution of a proceeding against FICC seeking 
a judgment of insolvency or bankruptcy or any other relief under any 
bankruptcy or insolvency law or other similar law affecting creditors' 
rights, or the presentation of a petition for FICC's winding-up or 
liquidation and, in each case, such proceeding or petition resulting in 
a judgement of insolvency or bankruptcy or the entry of an order for 
relief or the making of an order for FICC's winding-up or 
liquidation,\10\ or (D) FICC seeking or becoming subject to the 
appointment of a receiver, trustee, or other similar official pursuant 
to the federal securities laws or Title II of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act \11\ for FICC or for all or 
substantially all of FICC's assets.\12\
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    \8\ See Section (b)(ii)(A) of GSD Rule 22B. Supra note 3.
    \9\ See Section (b)(ii)(B) of GSD Rule 22B. Supra note 3.
    \10\ See Section (b)(ii)(C) of GSD Rule 22B. Supra note 3.
    \11\ 12 U.S.C. 5381 et seq.
    \12\ See Section (b)(ii)(D) of GSD Rule 22B. Supra note 3.
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    In addition, subject to the limitations set forth therein, Section 
(b)(i) of GSD Rule 22B provides that a Corporation Default is deemed to 
have occurred on the eighth (8th) day after FICC receives notice from a 
GSD Member of FICC's failure to make, when due, an undisputed payment 
or delivery to such Member that is required to be made by FICC under 
the GSD Rules; provided that, such failure remains unremedied

[[Page 42342]]

throughout the seven (7) day period following FICC's receipt of the 
notice.\13\
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    \13\ See Section (b)(i) of GSD Rule 22B. Supra note 3.
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    FICC's provision of clearance and settlement services, including 
the timely settlement of Transactions in the ordinary course of 
business, are a part of FICC's fundamental directive as a registered 
clearing agency under the Act. The seven (7) day period provided by 
Section (b)(i) of GSD Rule 22B is intended to address the circumstance 
where FICC experiences an operational issue that prevents it from 
completing such clearance and settlement services. In this 
circumstance, if FICC is not able to rectify the failure and satisfy 
its obligations in seven (7) days, GSD Rule 22B requires that all 
Transactions which have been subject to Novation pursuant to the GSD 
Rules but have not yet settled and any rights and obligations of the 
parties thereto to be immediately terminated.\14\ The seven (7) day 
period is designed to avoid a systemic disruption in such circumstance.
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    \14\ See Section (a) of GSD Rule 22B. Supra note 3.
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    In connection with the proposed rule change to apply GSD Rule 22B 
to Sponsored Members, FICC is also proposing to add language to clarify 
that the commencement of the seven (7) day period preceding a potential 
Corporation Default, as provided by Section (b)(i) of GSD Rule 22B, 
would not modify FICC's obligations to satisfy any undisputed payment 
or delivery obligation to a Sponsored Member under the GSD Rules, 
including any undisputed interest payment obligation owing to the 
Sponsored Member on an open Sponsored Member Trade, and that such 
obligation would continue to accrue in favor of the Sponsored Member 
for the duration of the seven (7) day period. Specifically, FICC is 
proposing to include in the proposed new subsection (a) to Section 17 
of GSD Rule 3A language that makes it clear that FICC would be 
responsible for satisfying any undisputed payment or delivery 
obligation required to be made by FICC to a Sponsored Member under the 
GSD Rules, including, but not limited to, any undisputed interest 
payment obligation that accrues in favor of a Sponsored Member on a 
Sponsored Member Trade that has been subject to Novation pursuant to 
the GSD Rules but has not yet settled and for which FICC has received 
notice from such Sponsored Member of FICC's failure to make, when due, 
such undisputed interest payment to such Sponsored Member within the 
meaning of Section (b)(i) of GSD Rule 22B.
GSD Rule 22B (Corporation Default)
    FICC is proposing to amend the wording of the third sentence of 
Section (a) of GSD Rule 22B to provide greater clarity regarding the 
close out netting process upon a Corporation Default. Specifically, 
FICC is proposing to delete a reference to Section 2(a) of GSD Rule 22A 
in that sentence and modify the reference to Section 2(b) of GSD Rule 
22A to specifically refer to Section 2(b)(i) of GSD Rule 22A.
    FICC is proposing to delete the reference to Section 2(a) of GSD 
Rule 22A in the third sentence of Section (a) of GSD Rule 22B because 
this reference is unnecessary and potentially confusing to GSD Members. 
The reference to Section 2(a) of GSD Rule 22A is meant to set forth 
Transactions that would not be subject to the close out netting process 
in the event of a Corporation Default by referring (by way of analogy) 
to Transactions that FICC would not close out in the event FICC ceases 
to act for a GSD Member. However, Section (a) of GSD Rule 22B already 
contains a statement that makes it clear which Transactions are subject 
to the close out netting process in the event of a Corporation Default: 
``all Transactions which have been subject to Novation pursuant to 
these [GSD] Rules . . . .'' \15\ Therefore, the reference to Section 
2(a) of GSD Rule 22A is not necessary and potentially confusing to GSD 
Members, and FICC proposes to delete it from the third sentence of 
Section (a) of GSD Rule 22B.
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    \15\ See Section (a) of GSD Rule 22B. Supra note 3.
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    In addition, FICC is proposing to modify the reference to Section 
2(b) of GSD Rule 22A in the third sentence of Section (a) of GSD Rule 
22B to specifically refer to Section 2(b)(i) of GSD Rule 22A. Section 
(a) of GSD Rule 22B provides, in relevant part, that ``the Board shall 
determine a single net amount owed by or to each Member . . . by 
applying the close out . . . procedures of Section 2(a) and (b) of 
[GSD] Rule 22A . . . .'' \16\ The reference to the entirety of Section 
2(b) of GSD Rule 22A could cause confusion for GSD Members. This is 
because only subsection (i) of Section 2(b) of GSD Rule 22A, which 
speaks specifically to final net settlement positions, is relevant in 
the context of GSD Rule 22B. The rest of Section 2(b) of GSD Rule 22A 
is not relevant. Therefore, FICC is proposing to amend the reference to 
point specifically to Section 2(b)(i) of GSD Rule 22A.
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    \16\ Id.
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    FICC is also proposing to delete the ``, to the extent 
applicable,'' and ``and application'' language from the third sentence 
of Section (a) of GSD Rule 22B. FICC is proposing to delete the ``, to 
the extent applicable,'' language because Section 2(b)(i) of GSD Rule 
22A would always be applicable for purposes of the Board determining a 
single net amount owed by or to each Member under GSD Rule 22B after a 
Corporation Default has occurred. Likewise, FICC is proposing to 
streamline the wording of the third sentence of Section (a) of GSD Rule 
22B by deleting the ``and application'' language because it is 
extraneous wording that is unnecessary and not relevant in the context 
of Section 2(b)(i) of GSD Rule 22A.
    Lastly, FICC is proposing a change to the third sentence of Section 
(a) of GSD Rule 22B to make it clear that, although GSD Rule 22B would 
apply to Sponsored Members pursuant to this proposal, the loss 
allocation provisions of GSD Rule 4 (Clearing Fund and Loss Allocation) 
referenced in GSD Rule 22B would not apply to Sponsored Members. 
Specifically, FICC is proposing a clarifying change in that sentence to 
add ``, to the extent such provisions are otherwise applicable to such 
Member'' following the reference in that sentence to the loss 
allocation provisions in GSD Rule 4. This proposed change is consistent 
with Section 12(a) of GSD Rule 3A, which provides that Sponsored 
Members are not obligated for allocations, pursuant to GSD Rule 4, of 
loss or liability incurred by FICC.
2. Statutory Basis
    FICC believes this proposal is consistent with the requirements of 
the Act, and the rules and regulations thereunder applicable to a 
registered clearing agency. Specifically, FICC believes this proposal 
is consistent with Section 17A(b)(3)(F) of the Act \17\ and Rule 17Ad-
22(e)(23)(i),\18\ as promulgated under the Act, for the reasons 
described below.
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    \17\ 15 U.S.C. 78q-1(b)(3)(F).
    \18\ 17 CFR 240.17Ad-22(e)(23)(i).
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    Section 17A(b)(3)(F) of the Act requires, in part, that the GSD 
Rules be designed to ``promote the prompt and accurate clearance and 
settlement of securities transactions.'' \19\ FICC believes that the 
proposed rule change to apply GSD Rule 22B to Sponsored Members in the 
same manner as it applies to all other GSD Members would help to ensure 
that all GSD Members are subject to a common, transparent legal 
framework in a Corporation Default situation. Having a common, 
transparent legal framework in a

[[Page 42343]]

Corporation Default situation would facilitate an orderly close out 
netting of obligations between FICC and the GSD Members in the event 
that a Corporation Default occurs. An orderly close out netting of 
obligations between FICC and the GSD Members would provide clarity and 
certainty to market participants in a time of distress regarding their 
rights and obligations and the rights and obligations of FICC. Clarity 
and certainty of the rights and obligations of market participants as 
well as rights and obligations of FICC would in turn promote the prompt 
and accurate clearance and settlement of securities transactions. 
Therefore, FICC believes that the proposed rule change to apply GSD 
Rule 22B to Sponsored Members in the same manner as it applies to all 
other GSD Members is consistent with Section 17A(b)(3)(F) of the Act.
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    \19\ 15 U.S.C. 78q-1(b)(3)(F).
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    Rule 17Ad-22(e)(23)(i) under the Act requires FICC to establish, 
implement, maintain and enforce written policies and procedures 
reasonably designed to publicly disclose all relevant rules and 
material procedures.\20\ FICC believes that the proposed rule changes 
to (i) amend the third sentence of Section (a) of GSD Rule 22B by (A) 
deleting the unnecessary and potentially confusing reference to Section 
2(a) of GSD Rule 22A and (B) modifying the reference to Section 2(b) of 
GSD Rule 22A to specifically refer to Section 2(b)(i) of GSD Rule 22A, 
and (ii) make clarifying and/or technical changes in GSD Rule 3A and 
GSD Rule 22B, would ensure that the GSD Rules remain clear and accurate 
to GSD Members. Having clear and accurate GSD Rules would facilitate 
GSD Members' understanding of those rules and provide GSD Members with 
increased predictability and certainty regarding their obligations. As 
such, FICC believes that these proposed rule changes are consistent 
with Rule 17Ad-22(e)(23)(i) under the Act.
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    \20\ 17 CFR 240.17Ad-22(e)(23)(i).
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(B) Clearing Agency's Statement on Burden on Competition

    FICC believes that the proposed rule change to apply GSD Rule 22B 
to Sponsored Members could have an impact on competition. This is 
because the proposed change to apply GSD Rule 22B to Sponsored Members 
would (i) provide for the immediate termination upon a Corporation 
Default of all Transactions to which a Sponsored Member is a party and 
which have been subject to Novation pursuant to GSD Rules but have not 
yet settled and (ii) require a Sponsored Member to provide FICC with a 
7-day period under the circumstances described in Section (b)(i) of GSD 
Rule 22B before such termination can occur. FICC believes this proposed 
rule change could both promote competition and burden competition. The 
proposed rule change to apply GSD Rule 22B to Sponsored Members could 
promote competition by ensuring that GSD Members are subject to a 
common, transparent legal framework in a Corporation Default. Applying 
the close out netting process and the 7-day period requirement to 
Sponsored Members in the same manner as they apply to all other GSD 
Members would help ensure that, in the unlikely event that FICC becomes 
insolvent or defaults in its obligations to GSD Members, all GSD 
Members follow the same procedures in closing out their positions and 
netting them against FICC's obligations to the GSD Members. Requiring 
that all GSD Members follow the same procedures in closing out their 
positions in a Corporation Default would help promote competition 
because all GSD Members would be treated alike during a stressed market 
condition. Conversely, the propose rule change to apply GSD Rule 22B to 
Sponsored Members could burden competition by subjecting the Sponsored 
Members to the close out netting process and the 7-day period 
requirement. However, FICC believes any burden on competition that is 
created by this proposed rule change would be necessary and appropriate 
in furtherance of the purposes of the Act, as permitted by Section 
17A(b)(3)(I) of the Act.\21\
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    \21\ 15 U.S.C. 78q-1(b)(3)(I).
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    FICC believes any burden on competition that is created by the 
proposed rule change to apply GSD Rule 22B to Sponsored Members would 
be necessary in furtherance of the purposes of the Act \22\ because the 
GSD Rules are required to be designed to ``promote the prompt and 
accurate clearance and settlement of securities transactions.'' \23\ As 
described above, the proposed rule change to apply GSD Rule 22B to 
Sponsored Members would help to ensure that all GSD Members are subject 
to a common, transparent legal framework in a Corporation Default. 
Having a common, transparent legal framework in a Corporation Default 
situation would facilitate an orderly close out netting of obligations 
between FICC and the GSD Members in the event that a Corporation 
Default occurs. An orderly close out netting of obligations between 
FICC and the GSD Members would provide clarity and certainty to market 
participants in a time of distress regarding their rights and 
obligations and the rights and obligations of FICC. Clarity and 
certainty of the rights and obligations of market participants as well 
as the rights and obligations of FICC would in turn promote the prompt 
and accurate clearance and settlement of securities transactions. 
Therefore, FICC believes any burden that is created by the proposed 
rule change to apply GSD Rule 22B to Sponsored Members would be 
necessary in furtherance of the purposes of the Act, as permitted by 
Section 17A(b)(3)(I) of the Act.\24\
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    \22\ Id.
    \23\ 15 U.S.C. 78q-1(b)(3)(F).
    \24\ 15 U.S.C. 78q-1(b)(3)(I).
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    FICC also believes any burden on competition that is created by the 
proposed rule change to apply GSD Rule 22B to Sponsored Members would 
be appropriate in furtherance of the purposes of the Act.\25\ As 
described above, the proposed rule change to apply GSD Rule 22B to 
Sponsored Members would subject Sponsored Members to the close out 
netting process and the 7-day period requirement. Subjecting Sponsored 
Members to the close out netting process would facilitate an orderly 
close out netting of obligations between FICC and all GSD Members 
(including the Sponsored Members) in the event that a Corporation 
Default occurs. Requiring Sponsored Members to provide FICC with a 7-
day period under the circumstances described in Section (b)(i) of GSD 
Rule 22B would help to avoid a systemic disruption under such 
circumstances. Therefore, FICC believes any burden that is created by 
the proposed rule change to apply GSD Rule 22B to Sponsored Members 
would be appropriate in furtherance of the purposes of the Act, as 
permitted by Section 17A(b)(3)(I) of the Act.\26\
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    \25\ Id.
    \26\ Id.
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    FICC does not believe that the proposed rule changes to (i) amend 
the third sentence of Section (a) of GSD Rule 22B by (A) deleting the 
unnecessary and potentially confusing reference to Section 2(a) of GSD 
Rule 22A and (B) modifying the reference to Section 2(b) of GSD Rule 
22A to specifically refer to Section 2(b)(i) of GSD Rule 22A, and (ii) 
make clarifying and/or technical changes in GSD Rule 3A and GSD Rule 
22B, would have an impact on competition.\27\ These changes would 
simply provide specificity, clarity and additional transparency within 
the GSD Rules and not affect GSD Members' rights and obligations. As 
such, FICC believes that these

[[Page 42344]]

proposed rule changes would not have any impact on competition.
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    \27\ Id.
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    FICC reviewed the proposed rule change with its Sponsoring Members 
in order to benefit from their expertise on the Sponsored Members. 
Written comments relating to this proposed rule change have not been 
received from the Sponsoring Members or any other person. 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.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-FICC-2018-008 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-2018-008. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of FICC and on DTCC's website 
(http://dtcc.com/legal/sec-rule-filings.aspx). All comments received 
will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-FICC-2018-008 and should be submitted on 
or before September 11, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-17956 Filed 8-20-18; 8:45 am]
 BILLING CODE 8011-01-P


