Notice2023-12871
Self-Regulatory Organizations; LCH SA; Notice of Filing of Proposed Rule Change Relating to Triparty Collateral Mechanism
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 16, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 116 (Friday, June 16, 2023)</title>
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[Federal Register Volume 88, Number 116 (Friday, June 16, 2023)]
[Notices]
[Pages 39492-39496]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-12871]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97706; File No. SR-LCH SA-2023-004]
Self-Regulatory Organizations; LCH SA; Notice of Filing of
Proposed Rule Change Relating to Triparty Collateral Mechanism
June 12, 2023.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on May 30, 2023, Banque Centrale de Compensation,
which conducts business under the name LCH SA (``LCH SA''), filed with
the Securities and Exchange Commission (``Commission'') the proposed
rule change described in Items I, II and III below, which Items have
been primarily prepared by LCH SA. 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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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
LCH SA is proposing to amend its (i) CDS Clearing Rule Book (``Rule
Book'') and (ii) CDS Clearing Procedures (``Procedures'') to
incorporate new terms and to make conforming, clarifying and clean-up
changes to offer the triparty
[[Page 39493]]
collateral solution to CDSClear clearing members (the ``Proposed Rule
Change'').
The text of the Proposed Rule Change has been annexed as Exhibit 5
to file number SR-LCH SA-2023-004.\3\
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\3\ All capitalized terms not defined herein have the same
definition as in the Rule Book or Procedures, as applicable.
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The implementation of the Proposed Rule Change will be contingent
on LCH SA's receipt of all necessary regulatory approvals, including
the approval by the Commission of the Proposed Rule Change described
herein.
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, LCH SA included statements
concerning the purpose of and basis for the Proposed Rule Change and
discussed any comments it received on the Proposed Rule Change. The
text of these statements may be examined at the places specified in
Item IV below. LCH SA has prepared summaries, set forth in sections A,
B, and C below, of the most significant aspects of 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 is being adopted to extend to CDSClear
service the triparty collateral solution already offered to the
clearing members of LCH SA Non US Business.
LCH SA, as a clearing agency, should have procedures in place to
deal with the default of a clearing member. In order to minimize the
contagion risk of such a default, LCH SA calculates margin requirements
in respect of each clearing member and requires all of them to transfer
collateral to meet their respective margin requirements.
In addition to the current currencies and securities that are
eligible as Collateral to be posted on a bilateral basis, LCH SA is
proposing to offer the triparty collateral solution to the clearing
members of the CDSClear service (the ``Clearing Members''),\4\ Clearing
Members have expressed interest in using this solution in respect of
the CDSClear service as well so as to enable them to harmonize their
operational process across all clearing services of LCH SA and benefit
from flexibility in their collateral management framework as well as
the ability to transfer securities as collateral in a more efficient
and automated way than on a bilateral basis. Pursuant to this triparty
collateral solution, LCH SA and a Clearing Member may appoint Euroclear
Bank and/or Euroclear France as a triparty agent and authorize such
triparty agent to enter settlement instructions on their behalf into
the securities settlement system to affect movements of securities
between a giver account and a taker account opened with the relevant
triparty agent on a full title transfer basis for the purposes of
transferring Collateral to LCH SA or releasing such Collateral. The
triparty collateral solution is an additional way of transferring
Collateral to LCH SA by a Clearing Member which is under no obligation
to use this solution. LCH SA is not changing collateral eligibility or
concentration limits, but rather, is merely providing for a different
process for posting acceptable collateral.
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\4\ LCH SA already offers a tri-party collateral solution to
members of its non-U.S. business lines. Indeed, when this triparty
solution was launched for the LCH SA RepoClear and EquityClear &
CommodityClear services, the CDSClear roadmap was busy with other
initiatives such that it was decided to postpone the inclusion of
CDSClear in the scope of services for which Clearing Members could
use the triparty solution.
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The Rule Book and Section 3 of the Procedures are proposed to be
amended to offer this triparty collateral solution.
1. Rule Book
LCH SA is proposing to modify Section 1.1.1 (Terms defined in the
CDS Clearing Rule Book) to incorporate the defined term of ``Triparty
Documentation'' to refer to the documentation entered into between LCH
SA, the relevant triparty agent and a Clearing Member having exercised
its option to transfer Eligible Collateral on a full title transfer
basis to LCH SA through a triparty arrangement pursuant to Section 3 of
the Procedures.
As a clarification regarding the collateral eligible to Triparty,
it is a subset of the LCH SA list of eligible collateral, restricted to
bonds that can settle in the Euroclear CSDs (i.e., does not include
U.S. Treasuries, UK Gilts, Non-Euro Non-Cash debts and Equities), are
interoperable between Euroclear Bank and Euroclear France, and are
eligible to 3G pool. A new indent (xxiv) is proposed to be added to
Article 2.2.1.1 in order to provide for a new membership requirement
pursuant to which the Applicant shall accept to comply with the
performance of its obligations pursuant to a Triparty Documentation. As
a consequence, the following indents would be renumbered.
Article 2.2.2.1 is also proposed to be amended to add the
obligation to comply with the performance of the obligations pursuant
to a Triparty Documentation in a new indent (vii) as a continuing
obligation for a Clearing Member. Consequently, the following indents
would need to be renumbered.
Since the Triparty Documentation will provide for the haircut that
will apply to the relevant Eligible Collateral, a reference to the
Triparty Documentation is proposed to be added in Article 4.2.6.4 which
currently provides, among others, that LCH SA may apply haircuts to
Eligible Collateral as set out on the website.\5\
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\5\ As noted below, haircuts and concentration limits in respect
of Eligible Collateral will be published on LCH SA's website, and
the Triparty Documentation may impose additional eligibility
criteria and concentration limits in respect of Eligible Collateral
transferred with full title pursuant to a triparty arrangement.
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The failure of a Clearing Member to perform its obligations in
accordance with, or a breach of, any Triparty Documentation is proposed
to be added to the list of Events provided for in Article 4.3.1.1, as
an Event that might constitute an Event of Default in respect of a
Clearing Member, as this is currently the case in respect of the CDS
Clearing Documentation and the Pledge Agreement.
The Rule Book would be also amended to make the following
conforming changes that are not related to the implementation of the
triparty collateral solution for the CDSClear service. The definition
of ``Pledged Eligible Collateral'' in Section 1.1.1 (Terms defined in
the CDS Clearing Rule Book) is proposed to be amended by removing a
reference to a Clearing Notice since the list of Eligible Currencies
and Eligible Collateral is set out in Section 3 of the Procedures in
accordance with Article 4.2.6.1 and the proposed amended Section 3 of
the Procedures would provide where the list of Eligible Collateral
(including Pledged Eligible Collateral) could be found.
Article 2.2.2.1 would be amended to correct a cross-reference in
indent (iv).
Finally, Article 4.2.6.1 is proposed to be amended by making a
reference to Section 3 of the Procedures in respect of the conditions
that will govern the notification of any change in Eligible Currencies
and Eligible Collateral.
2. Procedures
LCH SA also proposes to modify Section 3 of the Procedures to
incorporate terms for implementing this triparty collateral solution.
Section 3.10 (Eligible Collateral transferred with full title) is
proposed to be amended to include securities transferred pursuant to a
triparty arrangement by adding a new paragraph 3.10.2 (Eligible
Collateral provided
[[Page 39494]]
pursuant to a triparty arrangement) and a new introductory paragraph.
Consequently, the current Section 3.10 will be moved under a
paragraph 3.10.1 entitled ``Eligible Collateral provided on a bilateral
basis'' and any reference to Eligible Collateral provided with full
title transfer in this new paragraph 3.10.1 will be clarified by adding
that such Eligible Collateral is provided on a bilateral basis. Any
cross-reference to Section 3.10 in Section 3 of the Procedures is
proposed to be replaced by a cross-reference to paragraph 3.10.1 where
necessary.
As a result of the new paragraph 3.10.2, a cross-reference to this
new paragraph, indent (d) in each section referring to the return of
any type of Collateral in indent (f) of Section 3.7 (Euro denominated
Cash Collateral), indent (f) of Section 3.8 (Non-Euro denominated Cash
Collateral), indent (c) of Section 3.9 (Eligible Collateral), indent
(b) of paragraph 3.10.1 (Eligible Collateral provided on a bilateral
basis) and indent (a) of Section 3.15 (Eligible Collateral transfer
pursuant to the Pledge Agreement).
New sub-paragraph 3.10.2, as further described in the next
paragraph, will mainly replicate sub-paragraph 3.10.1 subject to the
necessary amendments to be made to refer to the triparty arrangements.
Such amendments would, include the requirement for a Clearing Member to
enter into the triparty documentation as set out in a new sub-paragraph
(a) and the reference to triparty accounts to be used by LCH SA.
However, there will be some differences in the timelines applicable to
the Clearing Member for the purposes of transferring, or requesting
return of, securities subject to the triparty arrangements, as
described below, and mainly due to the use of a triparty agent for
managing their Collateral posted with LCH SA. In new paragraph 3.10.2
(Eligible Collateral provided pursuant to a triparty arrangement), it
is proposed to add a new sub-paragraph (a) (General information)
pursuant to which the Clearing Member, a triparty agent which is either
Euroclear Bank or Euroclear France and LCH SA may enter into the
relevant triparty documentation available upon request to the CDSClear
Business Development & Relationship Management team. Under the Triparty
Documentation, the relevant triparty agent will be authorized by LCH SA
and the Clearing Member to enter settlement instructions on their
behalf into the relevant securities settlement system to transfer with
full title securities as Eligible Collateral between LCH SA and the
Clearing Member. Pursuant to the following sub-paragraph (b)
(Securities accounts), LCH SA will hold such Collateral in a security
account in each Euroclear Bank and Euroclear France for the Clearing
member's house activity and in a security account in each Euroclear
Bank and Euroclear France for the Clearing member's client activity
(excluding any FCM Clients since the provision of securities pursuant
to this triparty collateral solution will not be permitted for FCM
Clients pursuant to new sub-paragraph (c) of new paragraph 3.1.0.2,
indent (ii)). LCH SA may invest Eligible Collateral provided to LCH SA
with full title pursuant to a triparty arrangement in accordance with
Paragraph 3.11(b). Pursuant to a new sub-paragraph (c) included in new
paragraph 3.10.2, the provisions on the transfer of Eligible Collateral
pursuant to a triparty arrangement will be described; the purpose of
such transfer is either for transferring additional Collateral or
substituting such Collateral for any alternative Collateral recorded in
its Collateral Accounts. The Clearing Member will need to notify LCH SA
of its request to transfer such Eligible Collateral pursuant to a
triparty arrangement by no later than 16:00 CET on a Business Day
(``Day minus one'') in order for the Clearing Member's request to be
processed on the next following Business Day (``Day'') and to enable
the transfer to occur on Day in respect of the relevant Collateral
Account. It is also specified that the Clearing Member shall notify to
LCH SA which CCM Client Collateral Account shall record Eligible
Collateral provided pursuant to a triparty arrangement, otherwise such
request will not be accepted by LCH SA. The relevant instructions must
be submitted, via Euroclear Bank or Euroclear France, as applicable, on
Day minus one. Depending on the time when LCH SA receives the
confirmation of settlement from Euroclear Bank or Euroclear France on
Day, such Eligible Collateral provided pursuant to a triparty
arrangement will form part of the relevant Margin Balance. The
following paragraph (d) will deal with the applicable conditions for
returning such Eligible Collateral. Such return will be subject to the
notification of the Clearing Member's request to LCH SA by the Clearing
Member by no later than 12:00 CET on a Business Day (``Day'') in order
for the Clearing Member's request to be processed on Day and to allow
LCH SA to give instructions to make the transfer to occur on Day during
the Additional Specific Collateral Slot. Any request received by LCH SA
pursuant to this process shall be deemed firm and irrevocable. On Day,
following the First Intraday Slot and, in any event, by 12:00 CET at
the latest, LCH SA will re-calculate the value of the Eligible
Collateral to be returned (the ``Eligible Triparty Collateral Value'').
If LCH SA holds sufficient Collateral (other than that which is to be
returned) to cover the relevant Margin Requirement, it will return the
Eligible Collateral. If LCH SA does not hold sufficient Collateral
(other than that which is to be returned) to cover the relevant Margin
Requirement, LCH SA will debit an amount of Euro-denominated Cash
Collateral equal to the Eligible Triparty Collateral Value from the
relevant TARGET2 Account(s) of the Clearing Member (or the relevant
cash accounts of its TARGET2 Payment Agent) during the Additional
Specific Collateral Slot. Provided an amount of Euro-denominated Cash
Collateral equal to the Eligible Triparty Collateral Value is received
by LCH SA, LCH SA will process the return of the Eligible Collateral to
the Clearing Member, otherwise the Clearing Member's return request
will be deemed void and no return will be processed. LCH SA's inability
to debit Euro-denominated Cash Collateral equal to the Eligible
Triparty Collateral Value intra-day through TARGET2 shall not
constitute a Payment Failure in respect of the Clearing Member. When
these conditions applicable to the Collateral's return are satisfied,
the relevant instructions will be submitted via Euroclear Bank or
Euroclear France, as applicable, on Day between 13:00 and 15:00 CET, in
advance of the relevant Central Securities Depository/International
Central Securities Depository cut-off time (except in exceptional
circumstances, as determined in an objective and commercially
reasonable manner). Last paragraph of new paragraph 3.10.2 will provide
for exceptional time limits for notification of transfer and return
requests in case of atypical market conditions.
Section 3.9 (Eligible Collateral) which applies to any type of
securities transferred on a full title transfer basis (including both
securities transferred on a bilateral basis or pursuant to a triparty
arrangement) or pursuant to the pledge agreement will be amended to
clarify where the information on eligible securities, applicable
haircuts and concentration limits can be found: on the website and in
respect of securities transferred in accordance with the triparty
collateral solution, in the Triparty Documentation as well. In
addition, the amendment process in respect of such eligible securities
will be clarified in Section 3 of the Procedures by adding a reference
to a notification
[[Page 39495]]
by way of a Clearing Notice (that is proposed to be removed from the
Rule Book as previously described). Additional eligibility criteria and
concentration limits in respect of securities provided pursuant to a
triparty arrangement will be subject to the prior consent of the
relevant triparty agent as provided for in a new paragraph 3.10.2 (a)
of Section 3 of the Procedures. As a result, the reference to a
Clearing Notice mentioned in Section 3.13 applicable to Eligible
Collateral pursuant to the Pledge Agreement will be removed as there
will be no Clearing Notice which describes such Eligible Collateral,
all relevant information will be found on the website.
Section 3.9 will be also amended to clarify that Eligible
Collateral transferred with full title may be provided on a bilateral
basis or pursuant to a triparty arrangement, where necessary. Indent
(c) (Events affecting the eligibility of Eligible Collateral) is
proposed to be amended to exclude securities transferred pursuant to
the triparty collateral solution from the current management process
applicable to Collateral Events. Such Collateral Events will be managed
by the relevant triparty agent in accordance with the Triparty
Documentation. Consequently, the scope of Section 3.12 is reduced to
Eligible Collateral transferred with full title on a bilateral basis.
Other amendments will be made to Section 3 of the Procedures in
order to correct some cross-references or typographical errors.
With the exception of the above proposed CDS Clearing Rules
changes, no other change are required.
2. Statutory Basis
LCH SA believes that the Proposed Rule Change is consistent with
the requirements of section 17A of the Securities Exchange Act of 1934
\6\ (the ``Act'') and the regulations thereunder, including the
standards under Rule 17Ad-22.\7\ Section 17(A)(b)(3)(F) \8\ of the Act
requires, among other things, that the rules of a clearing agency be
designed to promote the prompt and accurate clearance and settlement of
securities transactions and derivative agreements, contracts, and
transactions and 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.
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\6\ 15 U.S.C. 78q-1.
\7\ 17 CFR 240.17Ad-22.
\8\ 15 U.S.C. 78q-1(b)(3)(F).
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By offering an optional mechanism to LCH SA CDSClear Clearing
Members allowing them to cover their margins with eligible securities
through the use of a triparty agent, the Proposed Rule Change will
broaden the solutions for Clearing Members to deposit collateral to LCH
SA and enable further optimization of their collateral management
framework, reducing the overall cost of clearing which in turn may lead
Clearing Members to clear more products more systematically, and thus
contributing to the prompt and accurate clearance process and
settlement of securities transactions and derivative agreements,
contracts, and transactions and to assure the safeguarding of
securities which is consistent with the requirements of section
17(A)(b)(3)(F).\9\ Further, given that the risks affecting the security
are the same independently of how the security is lodged, what applies
for the bilateral arrangement will also apply for the tri-party
collateral mechanism, the Proposed Rule Change will not have any impact
on the the safeguarding of securities and funds which are in the
custody or control of the clearing agency or on the existing risk
methodology applied by LCH SA.
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\9\ 15 U.S.C. 78q-1(b)(3)(F).
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The triparty collateral mechanism is also offering an optional
solution that would reduce the number of manual actions necessary in
the processing of non-cash collateral deposit/release for both the
clearing agency and the Clearing Members. Indeed, there is only a
single instruction required from the Clearing Member (i.e. the triparty
ticket amount) to allocate a basket of securities in the system with an
automatic process for the settlement of margin calls and handling of
coupons. This contributes to reduce the operational risk associated
with the settlement of margin call and is thus consistent with the
provisions of Rule 17Ad-22(e)(17) \10\ requiring a covered clearing
agency to manage operational risks by identifying the plausible sources
of operational risk, both internal and external, and mitigating their
impact through the use of appropriate systems, policies, procedures,
and controls.
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\10\ 17 CFR 240.17Ad-22(e)(17).
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LCH SA also believes that the Proposed Rule Change is consistent
with the requirements of a well-founded, clear, transparent, and
enforceable legal framework of Exchange Act Rule 17Ad-22(e)(1).\11\ As
described above, the Proposed Rule Change will be adding (i) a new
membership requirement regarding the compliance of the Clearing Member
with the triparty documentation; and (ii) the failure of a Clearing
Member to perform its obligations in accordance with, or a breach of,
any Triparty Documentation to the list of Events that might constitute
an Event of Default in respect of a Clearing Member which constitutes a
relevant and appropriate legal framework consistent with the
requirements of Exchange Act Rule 17Ad-22(e)(1).\12\
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\11\ 17 CFR 240.17Ad-22(e)(1).
\12\ 17 CFR 240.17Ad-22(e)(1).
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For the reasons stated above, LCH SA believes that the Proposed
Rule Change with respect to the triparty collateral mechanism is
consistent with the requirements of prompt and accurate clearance and
settlement of securities transactions in section 17(A)(b)(3)(F) \13\ of
the Act, the requirements of operational risk management in Rule 17Ad-
22(e)(17) \14\ and of a well-founded legal framework in Rule 17Ad-
22(e)(1).\15\
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\13\ 15 U.S.C. 78q-1(b)(3)(F).
\14\ 17 CFR 240.17Ad-22(e)(17).
\15\ 17 CFR 240.17Ad-22(e)(1).
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B. Clearing Agency's Statement on Burden on Competition
Section 17A(b)(3)(I) of the Act requires that the rules of a
clearing agency not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.\16\ LCH SA does
not believe that the proposed rule change would impose burdens on
competition that are not necessary or appropriate in furtherance of the
purposes of the Act. The Proposed Rule Change would not affect the
ability of Clearing Members or other market participants generally to
engage in cleared transactions or to access clearing services.
Specifically, in order for its clearing services to be aligned, the
Proposed Rule Change will extend to CDSClear service the existing
triparty collateral mechanism which is an additional Collateral
transferring solution already offered to clearing members of LCH SA Non
U.S. Business lines.
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\16\ 15 U.S.C. 78q-1(b)(3)(I).
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The Proposed Rule Change would be offered equally to all CDSClear
clearing members. However, it is specified that on the expected launch
date, the Triparty collateral mechanism would not be available in
respect of the client activity of the CDSClear clearing members, in
accordance with the amended list of eligible securities published on
LCH SA's website.
Therefore, LCH SA does not believe that the proposed rule change
would impose a burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
[[Page 39496]]
C. Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants or Others
Written comments relating to the proposed rule change have not been
solicited or received. LCH SA will notify the Commission of any written
comments received by LCH SA.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e694938a83cb85898b8b83889295a6958385c8818990"><span class="__cf_email__" data-cfemail="1765627b723a74787a7a727963645764727439707861">[email protected]</span></a>. Please include
File Number SR-LCH SA-2023-004 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-LCH SA-2023-004.
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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for website
viewing and printing in the Commission's Public Reference Room, 100 F
Street NE, Washington, DC 20549 on official business days between the
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be
available for inspection and copying at the principal office of LCH SA
and on LCH SA's website at: <a href="https://www.lch.com/resources/rulebooks/proposed-rule-changes">https://www.lch.com/resources/rulebooks/proposed-rule-changes</a>. Do not include personal identifiable information
in submissions; you should submit only information that you wish to
make available publicly. We may redact in part or withhold entirely
from publication submitted material that is obscene or subject to
copyright protection. All submissions should refer to File Number SR-
LCH SA-2023-004 and should be submitted on or before July 7, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-12871 Filed 6-15-23; 8:45 am]
BILLING CODE 8011-01-P
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