[Federal Register Volume 86, Number 76 (Thursday, April 22, 2021)]
[Notices]
[Pages 21392-21393]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-08305]



[[Page 21392]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91587; File Nos. SR-DTC-2021-002; SR-FICC-2021-001; SR-
NSCC-2021-003]


Self-Regulatory Organizations; The Depository Trust Company; 
Fixed Income Clearing Corporation; National Securities Clearing 
Corporation; Order Approving Proposed Rule Changes To Revise the 
Clearing Agency Investment Policy

April 16, 2021.
    On March 8, 2021, The Depository Trust Company (``DTC''), Fixed 
Income Clearing Corporation (``FICC''), and National Securities 
Clearing Corporation (``NSCC,'' each a ``Clearing Agency,'' and 
collectively, the ``Clearing Agencies''), filed with the Securities and 
Exchange Commission (``Commission'') proposed rule changes SR-DTC-2021-
002; SR-FICC-2021-001; SR-NSCC-2021-003, respectively, pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 19b-4 thereunder.\2\ The proposed rule changes were published 
for comment in the Federal Register on March 16, 2021,\3\ and the 
Commission received no comment letters regarding the proposed rule 
changes. For the reasons discussed below, the Commission is granting 
approval of the proposed rule changes.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release Nos. 91291 (March 10, 
2021), 86 FR 14500 (March 16, 2021) (SR-DTC-2021-002) (``DTC Notice 
of Filing''); 91292 (March 10, 2021), 86 FR 14503 (March 16, 2021) 
(SR-FICC-2021-001) (``FICC Notice of Filing''); and 91293 (March 10, 
2021), 86 FR 14506 (March 16, 2021) (SR-NSCC2021-003) (``NSCC Notice 
of Filing'').
    \4\ Capitalized terms not defined herein are defined in the DTC 
Rules, By-laws and Organization Certificate (``DTC Rules''), the 
Rules & Procedures of NSCC (``NSCC Rules''), the Clearing Rules of 
the Mortgage-Backed Securities Division of FICC (``MBSD Rules''), or 
the Rulebook of the Government Securities Division of FICC (``GSD 
Rules''), as applicable, available at http://dtcc.com/legal/rules-and-procedures.
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I. Description of the Proposed Rule Changes

A. Background

    Each Clearing Agency has established a Clearing Agency Investment 
Policy (``Investment Policy''),\5\ which governs the management, 
custody, and investment of cash deposited to the DTC Participants Fund 
and the respective NSCC and FICC Clearing Funds,\6\ the proprietary 
liquid net assets (cash and cash equivalents) of the Clearing Agencies, 
and other funds held by the Clearing Agencies pursuant to their 
respective rules. The Investment Policy states that it would adhere to 
a conservative investment philosophy that places the highest priority 
on maximizing the liquidity and avoiding risk to the funds in the 
custody of the Clearing Agencies.\7\
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    \5\ See Securities Exchange Act Release No. 79528 (December 12, 
2016), 81 FR 91232 (December 16, 2016) (SR-DTC-2016-007; SR-FICC-
2016-005; SR-NSCC-2016-003) (``2016 Framework Order'').
    \6\ The DTC Participants Fund and the respective Clearing Funds 
of NSCC and FICC are described further in DTC Rules, NSCC Rules, 
MBSD Rules, GSD Rules, respectively. See DTC Rules, Rule 4 
(Participants Fund and Participants Investment); NSCC Rules, Rule 4 
(Clearing Fund); GSD Rules, Rule 4 (Clearing Fund and Loss 
Allocation); MBSD Rules, Rule 4 (Clearing Fund and Loss Allocation).
    \7\ See 2016 Framework Order, 81 FR at 91233.
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    The Investment Policy includes, generally, a glossary of key terms, 
the roles and responsibilities of DTCC staff in administering the 
Investment Policy, guiding principles for investments, sources of 
investable funds, allowable investments of those funds, limitations on 
such investments, authority required for those investments, and 
authority required to exceed established investment limits.\8\ In 
particular, the Investment Policy provides that allowable investments 
include bank deposits, reverse repurchase agreements, direct 
obligations of the U.S. government, money market mutual funds, high-
grade corporate debt, and hedge transactions.\9\
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    \8\ See 2016 Framework Order, 81 FR at 91232-33.
    \9\ See DTC Notice of Filing, 86 FR at 14501; FICC Notice of 
Filing, 86 FR at 14504; NSCC Notice of Filing, 86 FR at 14506.
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B. Settling Bank Deposit Investment Limits

    The Investment Policy sets forth the investment limits applicable 
to bank deposit investments. Currently, bank deposit investment limits 
are determined based on the bank counterparty's external credit 
rating.\10\
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    \10\ See DTC Notice of Filing, 86 FR at 14501; FICC Notice of 
Filing, 86 FR at 14504; NSCC Notice of Filing, 86 FR at 14507.
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    The Clearing Agencies propose to revise the methodology for setting 
investment limits on bank deposits with a particular counterparty by 
including a consideration of the size of the bank counterparty, 
measured as the total shareholders' equity capital, in this 
calculation. Under the proposed methodology, an investment limit for a 
bank deposit counterparty would continue to be based on the 
counterparty's credit rating, but would be the lower of (1) a 
percentage of its total shareholders' equity capital, and (2) the 
applicable dollar value that is currently in the Investment Policy. The 
proposed approach would take into account the size of a counterparty in 
setting investment limits rather than applying the same investment 
limits to each counterparty with the same credit rating without regard 
to the entity's size.

C. Description of Investable Funds of GSD

    The Clearing Agencies also propose to amend their respective 
Investment Policy to revise the description of investable funds of GSD. 
The current term used in the Investment Policy, ``GSD Forward Margin,'' 
would be changed to ``GSD Forward Mark Adjustment Payment.'' The GSD 
Rules define these funds as ``Forward Mark Adjustment Payment,'' \11\ 
and the Clearing Agencies represent that the proposed change is to 
harmonize the terms used in the Investment Policy with the GSD Rules, 
and prevent any confusion about which funds are investable by the 
Clearing Agencies pursuant to the Investment Policy.\12\
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    \11\ See GSD Rules, Rule 1 (Definitions).
    \12\ See DTC Notice of Filing, 86 FR at 14501; FICC Notice of 
Filing, 86 FR at 14504; NSCC Notice of Filing, 86 FR at 14507.
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II. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act \13\ directs the Commission to 
approve a proposed rule change of a self-regulatory organization if it 
finds that such proposed rule change is consistent with the 
requirements of the Act and rules and regulations thereunder applicable 
to such organization. After careful consideration, the Commission finds 
that the proposed rule changes are consistent with the requirements of 
the Act and the rules and regulations thereunder applicable to the 
Clearing Agencies. In particular, the Commission finds that the 
proposed rule changes are consistent with Section 17A(b)(3)(F) \14\ of 
the Act and Rule 17Ad-22(e)(16) thereunder.\15\
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    \13\ 15 U.S.C. 78s(b)(2)(C).
    \14\ 15 U.S.C. 78q-1(b)(3)(F).
    \15\ 17 CFR 240.17Ad-22(e)(16).
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A. Consistency With Section 17A(b)(3)(F) of the Act

    Section 17A(b)(3)(F) of the Act requires, in part, that the rules 
of a clearing agency be designed to assure the safeguarding of 
securities and funds which are in the custody or control of the 
clearing agency or for which it is responsible.\16\
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    \16\ 15 U.S.C. 78q-1(b)(3)(F).
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    The proposed changes would require the Clearing Agencies to 
consider the counterparty shareholders' equity capital in limiting 
investments for bank deposit investments. By considering not only the 
credit rating of a bank

[[Page 21393]]

counterparty, but also the size of a bank counterparty in setting its 
bank deposit investment limit, the proposed change would help the 
Clearing Agencies to cap their exposure to smaller counterparties, 
measured by their shareholders' equity capital. In turn, the proposed 
changes should help the Clearing Agencies to continue to adhere to the 
prudent and conservative investment philosophy that places the highest 
priority on maximizing liquidity and risk avoidance.
    In addition, the proposed changes would align the terminology used 
in the Investment Policy with the terminology used in the GSD Rules to 
clarify the investable funds that are subject to the Investment Policy. 
By eliminating inconsistent use of terminology, the proposed changes 
should help to improve the effectiveness of the Investment Policy.
    Therefore, for the reasons stated above, the Commission believes 
that the proposed rule changes are designed to assure the safeguarding 
of securities and funds in the custody and control of the Clearing 
Agencies consistent with the requirements of Section 17A(b)(3)(F) of 
the Act.\17\
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    \17\ Id.
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B. Consistency With Rule 17Ad-22(e)(16) Under the Act

    Rule 17Ad-22(e)(16) under the Act requires the Clearing Agencies to 
establish, implement, maintain and enforce written policies and 
procedures reasonably designed to safeguard the Clearing Agencies' own 
and their participants' assets, minimize the risk of loss and delay in 
access to these assets, and invest such assets in instruments with 
minimal credit, market, and liquidity risks.\18\
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    \18\ 17 CFR 240.17Ad-22(e)(16).
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    As stated above, the proposed changes would require the Clearing 
Agencies to consider the counterparty shareholders' equity capital in 
limiting investment for bank deposit investments, and align the 
description of investable funds of GSD in the Investment Policy with 
the description of these funds in the GSD Rules to clarify the funds 
that are subject to the Investment Policy. By limiting the Clearing 
Agencies' exposure to smaller counterparties and removing any confusion 
about which funds are subject to the Investment Policy, the proposed 
changes are designed to strengthen the risk management objectives, and 
improve the clarity, of the Investment Policy.
    Accordingly, the Commission believes that the proposed changes are 
reasonably designed to help safeguard the Clearing Agencies' own and 
their participants' assets, minimize the risk of loss and delay in 
access to these assets, and invest such assets in instruments with 
minimal credit, market, and liquidity risks, and is therefore 
consistent with Rule 17Ad-22(e)(16) under the Act.\19\
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    \19\ Id.
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III. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule changes are consistent with the requirements of the Act, 
and in particular, with the requirements of Section 17A of the Act,\20\ 
and the rules and regulations promulgated thereunder.
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    \20\ 15 U.S.C. 78q-1.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\21\ that proposed rule changes SR-DTC-2021-002, SR-FICC-2021-001, 
SR-NSCC-2021-003, be, and they hereby are, Approved.\22\
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    \21\ 15 U.S.C. 78s(b)(2).
    \22\ In approving the proposed rule changes, the Commission 
considered the proposals' impact on efficiency, competition, and 
capital formation. See 15 U.S.C. 78c(f).
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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).

J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 2021-08305 Filed 4-21-21; 8:45 am]
BILLING CODE 8011-01-P


