Notice2023-19843
Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Recovery and Wind-Down Plan
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
September 14, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 177 (Thursday, September 14, 2023)</title>
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[Federal Register Volume 88, Number 177 (Thursday, September 14, 2023)]
[Notices]
[Pages 63157-63160]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-19843]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98335.; File No. SR-FICC-2023-013]
Self-Regulatory Organizations; Fixed Income Clearing Corporation;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the Recovery and Wind-Down Plan
September 8, 2023.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on September 1, 2023, 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. NSCC filed the
proposed rule change pursuant to section 19(b)(3)(A) of the Act \3\ and
Rule 19b-4(f)(4) thereunder.\4\ 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.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(4).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule change consists of amendments to the Recovery and
Wind-down Plan to reflect business and product developments that have
taken place since the time it was last amended, and make certain
changes to improve the clarity of the Plan and make other updates and
technical revisions, as described in greater detail below.\5\
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\5\ Capitalized terms not defined herein are defined in the FICC
Government Securities Division (``GSD'') Rulebook (the ``GSD
Rules'') or the FICC Mortgage-Backed Securities Division (``MBSD'')
Clearing Rules (the ``MBSD Rules,'' and collectively with the GSD
Rules, the ``Rules''), available at <a href="http://www.dtcc.com/legal/rules-and-procedures">www.dtcc.com/legal/rules-and-procedures</a>, or in the Recovery & Wind-down Plan of FICC (the ``R&W
Plan'' or ``Plan'').
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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
Executive Summary
The R&W Plan was adopted in August 2018 \6\ and is maintained by
FICC for compliance with Rule 17Ad-22(e)(3)(ii) under the Act.\7\ This
section of the Act requires registered clearing agencies to, in short,
establish, implement and maintain plans for the recovery and orderly
wind-down of the covered clearing agency necessitated by credit losses,
liquidity shortfalls, losses from general business risk, or any other
losses. The Plan is intended to be used by the Board and FICC
management in the event FICC encounters scenarios that could
potentially prevent it from being able to provide its critical services
to the marketplace as a going concern.
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\6\ See Securities Exchange Act Release Nos. 83973 (Aug. 28,
2018), 83 FR 44942 (Sep. 4, 2018) (SR-FICC-2017-021); and 83954
(Aug. 27, 2018), 83 FR 44361 (Aug. 30, 2018) (SR-FICC-2017-805).
\7\ 17 CFR 240.17Ad-22(e)(3)(ii). FICC is a ``covered clearing
agency'' as defined in Rule 17Ad-22(a)(5) under the Act and must
comply with paragraph (e) of Rule 17Ad-22.
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The R&W Plan is comprised of two primary sections: (i) the
``Recovery Plan,'' that sets out the tools and strategies to enable
FICC to recover, in the event it experiences losses that exceed its
prefunded resources, and (ii) the ``Wind-down Plan,'' that describes
the tools and strategies to be used to conduct an orderly wind-down of
FICC's business in a manner designed to permit the continuation of
FICC's critical services in the event that its recovery efforts are not
successful.
The purpose of the rule proposal is to amend the R&W Plan to
reflect business and product developments that have taken place since
the time it was last amended,\8\ make certain changes to improve the
clarity of the Plan and make other updates and technical revisions.
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\8\ See Securities Exchange Act Release No. 91430 (Mar. 29,
2021), 86 FR 17432 (Apr. 2, 2021) (SR-FICC-2021-002).
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FICC believes that by helping to ensure that the R&W Plan reflects
current business and product developments, providing additional
clarity, and making necessary grammatical corrections, that the
proposed rule change would help it continue to maintain the Plan in a
manner that supports the continuity of FICC's critical services and
enables its Members and Limited Members to maintain access to FICC's
services through the transfer of its membership in the event FICC
defaults or the Wind-down Plan is ever triggered by the Board.
Background
The R&W Plan is managed by the Office of Recovery & Resolution
Planning (referred to in the Plan as the ``R&R Team'') of FICC's parent
company, the Depository Trust & Clearing Corporation (``DTCC''),\9\ on
behalf of FICC, with review and oversight by the DTCC Management
Committee and the Board. In accordance with the SEC's Approval Order
covering the Plan,\10\ the Board, or such committees as may be
delegated authority by the Board from time to time, is required to
review and approve the R&W Plan biennially and would also review and
approve any changes that are proposed to the R&W Plan outside of the
biennial review. FICC completed its most recent biennial review in
2022. The proposed rule change reflects amendments proposed to the
Plans resulting from that review, which are described in greater detail
below. None of the proposed changes modify FICC's general objectives
and approach with respect to its recovery and wind-down strategy as set
forth under the current Plan.
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\9\ DTCC operates on a shared service model with respect to FICC
and its other affiliated clearing agencies, National Securities
Clearing Corporation (``NSCC'') and The Depository Trust Company
(``DTC''). Most corporate functions are established and managed on
an enterprise-wide basis pursuant to intercompany agreements under
which it is generally DTCC that provides relevant services to FICC,
NSCC and DTC (collectively, the ``Clearing Agencies'').
\10\ Supra note 6.
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A. Proposed Amendments to the R&W Plan
FICC is proposing the changes to the following sections of the Plan
based upon business updates and product
[[Page 63158]]
developments that have occurred since the Plan was last amended.\11\
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\11\ Supra note 8.
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Section 2.3 (MBSD) describes the way in which TBA transactions are
processed by FICC. For purposes of completeness, the proposed rule
change would augment the existing description to add that the
processing consists of the following steps: trade matching, novation,
the Do Not Allocate (``DNA'') process, TBA Netting, electronic pool
notification (``EPN'') allocation, pool comparison, Pool Netting, pool
conversion and settlement. Similarly, in the paragraph of this section
that describes the TBA Netting process,\12\ the description would be
expanded to include that net positions created by the TBA Netting
process are referred to as the settlement balance order (``SBO'')
position,\13\ which constitutes settlement obligations against which
Members will submit pool information for the Pool Netting process or
offset such SBO position with other SBO position or trade-for-trade
transaction, as applicable, through the DNA process.\14\
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\12\ See MBSD Rule 6 (TBA Netting).
\13\ The term ``SBO'' means the settlement balance orders that
constitute the net positions of a Clearing Member as a result of the
TBA Netting process.
\14\ The DNA process gives Members the ability to offset TBA
obligations with other TBA obligations meaning that, SBO positions
and/or trade-for-trade transactions may be offset with other SBO
positions and/or trade for-trade transactions, as applicable,
subject to certain restrictions.
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Section 2.4 (Intercompany Arrangements) describes how corporate
support services are provided to FICC from DTCC and DTCC's other
subsidiaries, through intercompany agreements under a shared services
model. This section includes a table, (Facilities, Table 2-B), that
lists each of the DTCC facilities utilized by the Clearing Agencies and
indicates whether the facility is owned or leased. FICC proposes to
update this table to add Washington DC, London, UK, and McLean,
Virginia as additional DTCC facility locations.
Section 2.5 (FMI Links) \15\ describes some of the key financial
market infrastructures (``FMIs''), both domestic and foreign, that FICC
has identified as critical ``links.'' \16\ As set out in this section
of the Plan, the inventory of FICC's links is maintained by DTCC's
Systemic Risk Office (``SRO'') and the SRO has set forth a set of
practices and protocols for managing and reviewing the various risks
and controls associated with clearing agency links. Based on a change
to the SRO Clearing Agency Links-Risk Review Procedures, the proposal
would clarify that in addition to approval by the Chief Systemic Risk
Officer, the inventory of clearing agency links is also subject to the
approval of a Deputy General Counsel of the General Counsel's Office.
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\15\ For purposes of consistency, under the proposed rule change
all references to ``FMI Links'' would be revised to refer to these
as ``Clearing Agency Links.''
\16\ As defined in Rule 17Ad-22(a)(8) under the Act, a link
``means, for purposes of paragraph (e)(20) of Rule 17Ad-22, a set of
contractual and operational arrangements between two or more
clearing agencies, financial market utilities, or trading markets
that connect them directly or indirectly for the purposes of
participating in settlement, cross margining, expanding their
services to additional instruments or participants, or for any other
purposes material to their business.'' 17 CFR 240.17Ad-22(a)(8).
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Section 3 (Critical Services) defines the criteria for classifying
certain of FICC's services as ``critical,'' \17\ and identifies such
critical services and the rationale for their classification. The
identification of FICC's critical services is important for evaluating
how the recovery tools and the wind-down strategy would facilitate and
provide for the continuation of FICC's critical services to the markets
it serves. Included in this section are two tables (Table 3-B: GSD
Critical Services and Table 3-C: MBSD Critical Services) that list each
of the services, functions or activities that FICC has identified as
``critical'' based on the applicability of the criteria. The proposed
rule change would update Table 3-B to enhance the description of the
GSD's ``Sponsored Membership Service'' by adding at the end of the
description that this service is comprised of two available offerings,
the Sponsored DVP service and the Sponsored GC Service.\18\
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\17\ The criteria that is used to identify a FICC service or
function as critical includes consideration as to whether (1) there
is a lack of alternative providers or products; (2) the inability of
FICC to act as a central counterparty through either Division would
increase Members' credit risk and disrupt their ability to initiate
new transactions; (3) the failure or disruption of the multilateral
netting performed by each FICC Division could materially and
negatively impact the volume of financial transactions and the
liquidity of the U.S. Fixed Income markets; and (4) the service is
interconnected with other participants and processes within the U.S.
financial system (for example, with other FMIs, settlement banks,
broker-dealers, and exchanges).
\18\ FICC's Sponsored DVP service offers eligible clients the
ability to lend cash or eligible collateral via FICC-cleared DVP
repo transactions in U.S. Treasury and Agency Securities on an
overnight and term basis, as well as outright purchases and sales of
such securities, to be settled on a Delivery-vs-Payment (DVP) basis.
FICC's Sponsored General Collateral service offers eligible clients
the ability to execute general collateral repo transactions (in the
same asset classes currently eligible for Netting Members to
transact in via FICC's existing GCF Repo[supreg] Service) with each
other and settle such repo transactions on the tri-party repo
platform of BNY Mellon.
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Section 5.2.4 (Recovery Corridor and Recovery Phase) outlines the
early warning indicators to be used by FICC to evaluate its options and
potentially prepare to enter the ``Recovery Phase,'' which phase refers
to the actions to be taken by FICC to restore its financial resources
and avoid a wind-down of its business. This section contains
descriptions of potential stress events that could lead to recovery,
and several early warning indicators and metrics that FICC has
established to evaluate its options and potentially prepare to enter
the Recovery Phase. These indicators, which are referred to in the
Recovery Plan as recovery corridor indicators (``Corridor Indicators''
or ``Indicator(s)''),\19\ are calibrated against FICC's financial
resources and are designed to give FICC the ability to replenish
financial resources, typically through business-as-usual tools applied
prior to entering the Recovery Phase. Included in this section is a
table (Table 5-A: Corridor Indicators) that identifies for each
Indicator (i) how it is measured, (ii) the basis for the evaluation of
the status of the Indicator, (iii) the type of metrics used for
determining the status of the deterioration or improvement of the
Indicator, and (iv) ``Corridor Actions & Escalation,'' which are those
steps that may be taken to improve the status of the Indicator and the
management escalations required to authorize those steps. The proposed
rule change would make the following clarifications to Table 5-A.
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\19\ The majority of the Corridor Indicators, as identified in
the Recovery Plan, relate directly to conditions that may require
FICC to adjust its strategy for hedging and liquidating a defaulting
Member's portfolio, and any such changes would include an assessment
of the status of the Corridor Indicators.
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First, for purposes of providing additional context on the
applicable measurement, the proposed rule change would clarify the
``Hedge Effectiveness'' Indicator \20\ set out in Table 5-A.
Specifically, the language in the measurement column for this Indicator
would be revised to clarify that if the hedge effectiveness measures
are outside of the designated metrics due to certain types of factors
(e.g., mismatch in portfolio profit and loss (``P&L'') and hedge P&L
due to timing of initiating the hedge or the portfolio), management
would document the performance and only escalate to the Board Risk
Committee and Management Risk Committee if the measurement status
deteriorates in a material respect. Second, for the ``Retirements/Trade
Volume Reductions'' Indicator,\21\ a
[[Page 63159]]
clarification would be made to identify Client Account Management and
FICC Global Business Operations as the internal groups responsible for
measurement of the applicable deterioration and improvement Indicator
metrics.
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\20\ Hedging is a risk management strategy that would be
employed when executing the liquidation of a defaulting Member's
portfolio to potentially help reduce the risk of loss of an existing
position.
\21\ The Retirements/Transaction Reductions indicator measures
Member terminations or curtailment of transactions that impact the
financial viability of FICC.
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B. Other Updates, Clarifications and Technical Revisions
FICC is also proposing to make other updates and technical
revisions to the Plan. These technical revisions would, for example,
make grammatical corrections, update the names of certain FICC internal
groups, and clarify the description of internal organizations, without
changing the substantive statements being revised.
For example, in Section 2.4, Table 2-A (SIFMU Legal Entity
Structure and Intercompany Agreements), for purposes of clarifying the
full scope of services provided by FICC's affiliate, DTC, the
description of DTC's services would be revised from ``Underwriting,
Securities Processing, Corporate Actions,'' to ``Asset Services.'' Some
other examples include: (i) a revision would be made throughout the
Plan to reflect an internal name change from DTCC's ``Operational Risk
Management'' to ``Operational Risk,'' and add a new internal
organization, ``Embedded Risk Management,'' \22\ (ii) all references to
``FMI Links'' would be revised to refer to these as ``Clearing Agency
Links,'' and (iii) in the section covering DTCC facilities, the name of
the DTCC legal entity that is the holder of the lease for the Manila
location would be changed from ``DTCC'' to ``DTCC Manila.''
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\22\ The Embedded Risk Management group supports the R&R Team.
For example, they may assist in the identification of new
initiatives, processes, or product developments that may impact
FICC's R&W Plan.
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FICC believes the proposed updates and technical revisions would
improve the clarity and accuracy of the Plan and, therefore, would help
facilitate the execution of Plan, if necessary.
2. Statutory Basis
FICC believes that the proposal is consistent with the requirements
of the Act and the rules and regulations thereunder applicable to a
registered clearing agency. In particular, FICC believes that the
amendments to the R&W Plan are consistent with section 17A(b)(3)(F) of
the Act \23\ and Rule 17Ad-22(e)(3)(ii) under the Act \24\ for the
reasons described below.
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\23\ 15 U.S.C. 78q-1(b)(3)(F).
\24\ 17 CFR 240.17Ad-22(e)(3)(ii).
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Section 17A(b)(3)(F) of the Act requires, in part, that the rules
of FICC be designed to promote the prompt and accurate clearance and
settlement of securities transactions. As described above, the proposed
rule change would update the R&W Plan to reflect business and product
developments and make certain technical corrections. By helping to
ensure that the R&W Plan reflects current business and product
developments, and providing additional clarity, FICC believes that the
proposed rule change would help it continue to maintain the Plan in a
manner that supports the continuity of FICC's critical services and
enables its Participants and Pledgees to maintain access to FICC's
services through the transfer of its membership in the event FICC
defaults or the Wind-down Plan is ever triggered by the Board. Further,
by facilitating the continuity of its critical clearance and settlement
services, FICC believes the Plan and the proposed rule change would
continue to promote the prompt and accurate clearance and settlement of
securities transactions. Therefore, FICC believes the proposed
amendments to the R&W Plan are consistent with the requirements of
section 17A(b)(3)(F) of the Act.
Rule 17Ad-22(e)(3)(ii) under the Act requires FICC to establish,
implement, maintain and enforce written policies and procedures
reasonably designed to maintain a sound risk management framework for
comprehensively managing legal, credit, liquidity, operational, general
business, investment, custody, and other risks that arise in or are
borne by the covered clearing agency, which includes plans for the
recovery and orderly wind-down of the covered clearing agency
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses.\25\
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\25\ Id.
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Specifically, the Recovery Plan defines the risk management
activities, stress conditions and indicators, and tools that FICC may
use to address stress scenarios that could eventually prevent it from
being able to provide its critical services as a going concern. Through
the framework of the Crisis Continuum, the Recovery Plan addresses
measures that FICC may take to address risks of credit losses and
liquidity shortfalls, and other losses that could arise from a
Participant default. The Recovery Plan also addresses the management of
general business risks and other non-default risks that could lead to
losses. The Wind-down Plan would be triggered by a determination by the
Board that recovery efforts have not been, or are unlikely to be,
successful in returning FICC to viability as a going concern. Once
triggered, the Wind-down Plan sets forth clear mechanisms for the
transfer of FICC's membership and business and is designed to
facilitate continued access to FICC's critical services and to minimize
market impact of the transfer. By establishing the framework and
strategy for the execution of the transfer and wind-down of FICC in
order to facilitate continuous access to its critical services, the
Wind-down Plan establishes a plan for the orderly wind-down of FICC.
As described above, the proposed rule change would update the R&W
Plan to reflect business and product developments and make certain
technical corrections. By ensuring that material provisions of the Plan
are current, clear, and technically correct, FICC believes that the
proposed amendments are designed to support the maintenance of the Plan
for the recovery and orderly wind-down of the covered clearing agency
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses, and, as such, meets the
requirements of Rule 17Ad-22(e)(3)(ii) under the Act.\26\ Therefore,
the proposed changes would help FICC to maintain the Plan in a way that
continues to be consistent with the requirements of Rule 17Ad-
22(e)(3)(ii).
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\26\ Id.
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(B) Clearing Agency's Statement on Burden on Competition
FICC does not believe that the proposed rule change would have any
impact, or impose any burden, on competition. FICC does not anticipate
that the proposal would affect its day-to-day operations under normal
circumstances, or in the management of a typical Member default
scenario or non-default event. The R&W Plan was developed and
documented in order to satisfy applicable regulatory requirements, as
discussed above. The proposal is intended to enhance and update the
Plan to ensure it is clear and remains current in the event it is ever
necessary to be implemented. The proposed revisions would not affect
any changes to the overall structure or operation of the Plan or FICC's
recovery and wind-down strategy as set forth under the current Plan. As
such, FICC believes the proposal would not have any impact, or impose
any burden, on competition.
[[Page 63160]]
(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
FICC has not received or solicited any written comments relating to
this proposal. If any written comments are received, FICC will amend
this filing to publicly file such comments as an Exhibit 2 to this
filing, as required by Form 19b-4 and the General Instructions thereto.
Persons submitting written comments are cautioned that, according
to Section IV (Solicitation of Comments) of the Exhibit 1A in the
General Instructions to Form 19b-4, the Commission does not edit
personal identifying information from comment submissions. Commenters
should submit only information that they wish to make available
publicly, including their name, email address, and any other
identifying information.
All prospective commenters should follow the Commission's
instructions on How to Submit Comments, available at <a href="http://www.sec.gov/regulatory-actions/how-to-submit-comments">www.sec.gov/regulatory-actions/how-to-submit-comments</a>. General questions regarding
the rule filing process or logistical questions regarding this filing
should be directed to the Main Office of the Commission's Division of
Trading and Markets at <a href="/cdn-cgi/l/email-protection#7b0f091a1f12151c1a151f161a09101e0f083b081e18551c140d"><span class="__cf_email__" data-cfemail="e094928184898e87818e848d81928b859493a0938583ce878f96">[email protected]</span></a> or 202-551-5777.
FICC reserves the right to not respond to any comments received.
III. Date of Effectiveness of the Proposed Rule Change, and Timing for
Commission Action
The foregoing rule change has become effective pursuant to section
19(b)(3)(A) \27\ of the Act and paragraph (f) \28\ of Rule 19b-4
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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\27\ 15 U.S.C. 78s(b)(3)(A).
\28\ 17 CFR 240.19b-4(f).
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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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#592b2c353c743a3634343c372d2a192a3c3a773e362f"><span class="__cf_email__" data-cfemail="ef9d9a838ac28c8082828a819b9caf9c8a8cc1888099">[email protected]</span></a>. Please include
file number SR-FICC-2023-013 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.
All submissions should refer to file number SR-FICC-2023-013. 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="https://www.sec.gov/rules/sro.shtml">https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of NSCC and on DTCC's
website (<a href="http://dtcc.com/legal/sec-rule-filings.aspx">http://dtcc.com/legal/sec-rule-filings.aspx</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-FICC-2023-013 and should be submitted on
or before October 5, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-19843 Filed 9-13-23; 8:45 am]
BILLING CODE 8011-01-P
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