Notice2026-20230
Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Clearing Agency Risk Management Framework
Primary source
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Published
October 2, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 190 (Friday, October 2, 2026)</title>
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[Federal Register Volume 91, Number 190 (Friday, October 2, 2026)]
[Notices]
[Pages 62763-62767]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-20230]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-106524; File No. SR-DTC-2026-011]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend the Clearing Agency Risk Management Framework
September 29, 2026.
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 18, 2026, The Depository Trust Company (``DTC'') filed
with the
[[Page 62764]]
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. DTC 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 Clearing
Agency Risk Management Framework (``Risk Management Framework'' or
``Framework'') of DTC and its affiliates, Fixed Income Clearing
Corporation (``FICC'') and National Securities Clearing Corporation
(``NSCC,'' and together with FICC and DTC, the ``Clearing
Agencies'').\5\ Specifically, the proposed rule change would amend the
Risk Management Framework to clarify and update the Framework. The
proposed changes would update and clarify the Framework by (1) revising
the format and structure of various sections to reflect internal policy
and procedure governance requirements, (2) updating the descriptions to
reflect that the Risk Management Framework supports the Clearing
Agencies' compliance with Rules 17ad-25(j) \6\ and 17ad-26 \7\ under
the Act; (3) adding a description of the Clearing Agency Framework for
Certain Requirements on Governance and Conflicts of Interests, which
was adopted by the Clearing Agencies in 2024 \8\ and (4) adding
clarifying, conforming, and administrative updates that do not alter
how the Clearing Agencies comply with the applicable requirements of
Rule 17ad-22(e) under the Act.\9\
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\5\ See Securities Exchange Act Release Nos. 81635 (Sept. 15,
2017), 82 FR 44224 (Sept. 21, 2017) (SR-DTC-2017-013, SR-FICC-2017-
016, SR-NSCC-2017-012) (``Initial Filing''); 89271 (July 9, 2020),
85 FR 42933 (July 15, 2020) (SR-NSCC-2020-012); 89269 (July 9,
2020), 85 FR 42954 (July 15, 2020) (SR-DTC-2020-009); 89270 (July 9,
2020), 85 FR 42927 (July 15, 2020) (SR-FICC-2020-007); 96799 (Feb.
03, 2023), 88 FR 8506 (Feb. 9, 2023) (SR-DTC-2023-001); 96800 (Feb.
3, 2023), 88 FR 8491 (Feb. 9, 2023) (SR-FICC-2023-001); 96801 (Feb.
3, 2023), 88 FR 8502 (Feb. 9, 2023) (SR-NSCC-2023-001); 99097 (Dec.
6, 2023), 88 FR 86186 (Dec. 12, 2023) (SR-FICC-2023-016); 99098
(Dec. 6, 2023), 88 FR 86183 (Dec. 12, 2023) (SR-NSCC-2023-012);
99108 (Dec. 07, 2023), 88 FR 86430 (Dec. 13, 2023) (SR-DTC-2023-
012); 101685 (Nov. 21, 2024), 89 FR 93689 (Nov. 27, 2024) (SR-DTC-
2024-003, SR-FICC-2024-006, SR-NSCC-2024-003); 102652 (Mar. 13,
2025), 90 FR 12858 (Mar. 19, 2025) (SR-DTC-2025-002); 102653 (Mar.
13, 2025), 90 FR 12870 (Mar. 19, 2025) (SR-FICC-2025-004); and
102654 (Mar. 13, 2025), 90 FR 12844 (Mar. 19, 2025) (SR-NSCC-2025-
002) (together with the Initial Filing, the ``Framework Filings'').
\6\ 17 CFR 240.17ad-25(j) (``Rule 17ad-25(j)'').
\7\ 17 CFR 240.17ad-26 (``Rule 17ad-26'').
\8\ See Securities Exchange Act Release No. 101764 (Nov. 26,
2024), 82 FR 44224 (Dec. 3, 2024) (SR-DTC-2024-009, SR-FICC-2024-
010, SR-NSCC-2024-006).
\9\ 17 CFR 240.17ad-22(e) (``Rule 17ad-22(e)'').
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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
DTC proposes to amend the Risk Management Framework of the Clearing
Agencies. Specifically, the proposed rule change would amend the Risk
Management Framework to clarify and update the Framework. The proposed
changes would update and clarify the Framework by (1) revising the
format and structure of various sections to reflect internal policy and
procedure governance requirements, (2) updating the descriptions to
reflect that the Risk Management Framework supports the Clearing
Agencies' compliance with Rule 17ad-25(j) and Rule 17ad-26; (3) adding
a description of the Clearing Agency Framework for Certain Requirements
on Governance and Conflicts of Interests, which was adopted by the
Clearing Agencies in 2024 and (4) adding clarifying, conforming, and
administrative updates that do not alter how the Clearing Agencies
comply with the applicable requirements of Rule 17ad-22(e).
Risk Management Framework
The Clearing Agencies adopted the Risk Management Framework \10\ to
provide an outline for how each of the Clearing Agencies (i)
comprehensively manages legal, credit, liquidity, operational, general
business, investment, custody, and other risks that arise in or are
borne by it; (ii) maintains a well-founded, clear, transparent and
enforceable legal basis for each aspect of its activities; (iii)
identifies, monitors, and manages risks related to links it establishes
with one or more clearing agencies, financial market utilities, or
trading markets; (iv) publicly discloses certain information, including
market data; (v) meets the requirements of its participants and the
markets it serves efficiently and effectively; (vi) uses, or at a
minimum accommodates, relevant internationally accepted communication
procedures and standards in order to facilitate efficient payment,
clearing and settlement; and (vii) conducts an annual review of the
Government Securities Division of FICC's access models. In this way,
the Risk Management Framework currently supports the Clearing Agencies'
compliance with Rules 17ad-22(e)(1), (3), (18), (20), (21), (22), (23),
17ad-25(j) and 17ad-26 under the Act,\11\ as described in the Framework
Filings.
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\10\ Supra note 5.
\11\ 17 CFR 240.17ad-22(e)(1), (3), (18), (20), (21), (22),
(23), 17ad-25(j), and 17ad-26.
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In addition to setting forth the manner in which each of the
Clearing Agencies addresses these requirements, the Risk Management
Framework also describes the Framework ownership and the required
governance process for review and approval of changes to the Framework.
In connection with the annual review and approval of the Framework by
the Board of Directors of each of DTC, FICC and NSCC (each a ``Board''
and collectively, the ``Boards''), the Clearing Agencies are proposing
to make certain revisions to the Framework.
Proposed Changes
1. Revising Format and Structure
The proposed changes would reformat and reorganize the Framework to
align with the Clearing Agencies' internal governance guidelines for
policies, procedures and frameworks. Each Clearing Agency maintains
guidelines regarding the required structure, organization, and content
of such documents which are intended to ensure that the Clearing
Agencies' policies, procedures and frameworks are well-written, well-
structured, accurate and easy to understand.
The proposed revisions are intended to conform the Framework to
those guidelines and include the following changes:\12\
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\12\ References to Section numbers herein are referring to
Section numbers following the proposed changes.
[[Page 62765]]
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Section Proposed changes
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Section 1.................... Rename the section ``Executive Summary''
to ``Purpose'' and revise the
accompanying description to articulate
the purpose of the Framework.
Delete the sentence defining DTCC and
identifying it as the parent of the
Clearing Agencies, and relocate that
definition to the first reference to
DTCC in Section 2.
Delete the four paragraphs describing the
Framework, the treatment of risks not
addressed by the Framework, supporting
documentation, and the meaning of
references, and relocate that content to
Section 2.
Section 2.................... Rename the section ``Framework Ownership
and Change'' to ``Roles and
Responsibilities'' and move language
from Section 1 to this Section as
described above.
Delete the sentence addressing ownership
of the Framework and move it to Section
3.
Delete the paragraph describing ownership
of the processes addressed by the
Framework and move it to Section 3.
Delete the paragraph describing the
approval process for changes to the
Framework and move it to Section 8.
Delete the sentence regarding review of
the Framework by the General Counsel's
Office and move it to Section 3.
Delete the sentence addressing annual
Board approval of the Framework and move
it to Section 8.
Delete the sentence regarding the legend
associated with the Framework and move
it to Section 8.
Sections 3-6................. Create new Section 3, titled ``Audience''
and move language from Section 2 to this
Section as described above.
Renumber the headings and subheadings in
current Sections 3 through 5 to reflect
the addition of the new Section 3.
Section 7.................... Create a new Section 7, titled
``Exceptions,'' describing the process
for escalating, approving, and
documenting exceptions to the Framework
in accordance with applicable internal
compliance guidelines governing
policies, procedures, and frameworks.
Section 8.................... Create a new Section 8, titled
``Framework Governance'' and relocate
the governance-related provisions
currently contained in Section 2 to this
Section as described above.
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2. Updating Descriptions To Reflect Support of Compliance With Rule
17ad-25(j) and Rule 17ad-26
The proposed changes include additional disclosures intended to
address the Clearing Agencies' compliance with the requirements of Rule
17ad-25(j), related to the management of risks presented by core
service providers and the solicitation of stakeholder views, and the
requirements set forth in Rule 17ad-26, relating to the maintenance of
the Clearing Agencies' recovery and wind-down plans.\13\
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\13\ See 17 CFR 240.17ad-25(j) and 17ad-26.
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Specifically, Section 1 would be revised to include references to
Rule 17ad-25(j) and Rule 17ad-26, clarifying that the Framework
supports compliance with those requirements. Section 5.2.1 would be
updated to state that, consistent with Rule 17ad-25(j), the Clearing
Agencies have established policies and procedures to manage risks
arising from relationships with providers of core services. Section 5.3
would be enhanced to include a description of the Clearing Agencies'
advisory councils as part of their compliance with Rule 17ad-25(j). In
addition, Section 6 would be revised to reference Rule 17ad-26 and to
state that it requires the recovery and wind-down plans to identify the
core staffing and providers of core services necessary to support the
continued provision of core services.
3. Add Reference to Clearing Agency Framework for Certain Requirements
on Governance and Conflicts of Interests
Section 4.3.3 currently lists additional frameworks adopted by the
Clearing Agencies that support the Framework. The proposed revision
would add the Clearing Agency Framework for Certain Requirements on
Governance and Conflicts of Interest, adopted by the Clearing Agencies
in 2024,\14\ and include a brief description of its purpose and scope.
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\14\ See supra note 8.
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4. Immaterial Changes for Clarification Purposes
The proposed changes include a number of clarifying, conforming,
and administrative updates to improve the accuracy, consistency, and
readability of the Framework.
The following changes would be made throughout the Framework: (i)
replace references to 17 CFR 240.17Ad-22(e) with 17 CFR 240.17ad-22(e),
(ii) replace references to the Risk Department with the Group Chief
Risk Office to reflect the department's current name; and (iii) update
section references to align with the organizational and formatting
revisions described above.
Additional revisions would be made to specific sections of the
Framework. In Section 4.1.1, a semicolon would be added in two places.
In Section 4.1.2, a period would replace a comma in the first bullet
point of the renamed Group Chief Risk Office subsection. In Section
4.1.3, the phrase ``independent validation'' would be replaced with
``independent and objective assurance'' to more accurately describe the
role of the Internal Audit department. In Section 4.2, the description
of the policy governing the establishment and oversight of internal
committees and councils would be enhanced to clarify that each
committee is periodically reviewed to confirm that it continues to
fulfill its intended purpose effectively. In Section 4.3.1, the
apostrophe after ``Agencies''' would be removed and ``business person''
would be replaced with ``businessperson'' for grammatical consistency.
In Section 4.3.3, definitions that are not used in the Framework would
be removed, and the Clearing Agency Securities Valuation Framework
would be renamed the Clearing Agency Price and Margin Input Data
Framework to reflect its current title.
Further clarifications would be made in Section 5.1, including the
removal of the phrase ``among other things'' as unnecessary,
clarification that each of FICC and NSCC publishes public guides
describing the methodologies used to calculate their respective
Clearing Fund components and provides calculators that estimate certain
margin requirements as examples of information available to
participants, the addition of the word ``with'' for clarity, and the
insertion of a comma after ``time'' to improve readability. In Section
5.2.1, a comma would be added after ``time,'' a sentence that was
inadvertently presented as a separate bullet would be incorporated into
the preceding bullet, and ``third party'' would be revised to ``third-
party.'' In
[[Page 62766]]
Section 5.2.2, the word ``relevant'' would be capitalized because it is
the first word of the sentence. Section 5.3 would be updated to more
accurately describe the processes and year-end reporting used by the
Clearing Agencies to measure and monitor performance against their
goals and targets. In Section 5.4, ``its'' would be replaced with
``their'' for grammatical correctness. Finally, Section 6 would be
revised to reflect that Board approval of the Recovery and Wind-down
Plans is now required annually, rather than biennially.
2. Statutory Basis
The Clearing Agencies believe that the proposed changes are
consistent with Section 17A(b)(3)(F) of the Act \15\ for the reasons
described below. Section 17A(b)(3)(F) of the Act requires, in part,
that the rules of a registered clearing agency be designed to promote
the prompt and accurate clearance and settlement of securities
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.\16\
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\15\ 15 U.S.C. 78q-1(b)(3)(F).
\16\ Id.
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The proposed changes would clarify and enhance the descriptions in
the Risk Management Framework and correct errors in those descriptions
by, for example, (1) revising the format and structure of various
sections to reflect internal policy and procedure governance
requirements, (2) updating the descriptions to reflect that the Risk
Management Framework supports the Clearing Agencies' compliance with
Rule 17ad-25(j) and Rule 17ad-26; (3) adding a description of Clearing
Agency Framework for Certain Requirements on Governance and Conflicts
of Interests, and (4) adding clarifying, conforming, and administrative
updates that do not alter how the Clearing Agencies comply with the
applicable requirements of Rule 17ad-22(e) under the Act.\17\ By
creating clearer, updated descriptions and correcting errors, the
Clearing Agencies believe that the proposed changes would make the Risk
Management Framework more effective in providing an overview of the
important risk management activities of the Clearing Agencies, as
described therein.
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\17\ 17 CFR 240.17ad-22(e).
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As described in the Framework Filings, the risk management
functions described in the Risk Management Framework allow the Clearing
Agencies to continue to promote the prompt and accurate clearance and
settlement of securities transactions and continue to assure the
safeguarding of securities and funds which are in their custody or
control or for which they are responsible. The proposed changes to
improve the clarity and accuracy of the descriptions of risk management
functions within the Framework would assist the Clearing Agencies in
carrying out these risk management functions. Therefore, the Clearing
Agencies believe these proposed changes are consistent with the
requirements of Section 17A(b)(3)(F) of the Act.\18\
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\18\ 15 U.S.C. 78q-1(b)(3)(F).
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(B) Clearing Agency's Statement on Burden on Competition
The Clearing Agencies do not believe that the proposed changes to
the Framework described above would have any impact, or impose any
burden, on competition. As described above, the proposed rule changes
would improve the comprehensiveness of the Framework by creating
clearer, updated descriptions and correcting errors, thereby making the
Risk Management Framework more effective in providing an overview of
the important risk management activities of the Clearing Agencies. As
such, the Clearing Agencies do not believe the proposed rule changes
would have any impact on competition.
(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
The Clearing Agencies have not received or solicited any written
comments relating to this proposal. If any written comments are
received, they will be publicly filed as an Exhibit 2 to this filing,
as required by Form 19b-4 and the General Instructions thereto.
Persons submitting 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/rules-regulations/how-submit-comment">www.sec.gov/rules-regulations/how-submit-comment</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#3f4b4d5e5b5651585e515b525e4d545a4b4c7f4c5a5c11585049"><span class="__cf_email__" data-cfemail="6014120104090e07010e040d01120b051413201305034e070f16">[email protected]</span></a> or 202-551-5777.
The Clearing Agencies reserve the right not to 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) of the Act \19\ and paragraph (f) of Rule 19b-4
thereunder.\20\ 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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\19\ 15 U.S.C. 78s(b)(3)(A).
\20\ 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="http://www.sec.gov/rules/sro.shtml">www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#8ffdfae3eaa2ece0e2e2eae1fbfccffceaeca1e8e0f9"><span class="__cf_email__" data-cfemail="0c7e796069216f6361616962787f4c7f696f226b637a">[email protected]</span></a>. Please include
file number SR-DTC-2026-011 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-DTC-2026-011. 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 filing will be available for inspection and
copying at the principal office of DTC and on DTCC's website
(<a href="http://www.dtcc.com/legal/sec-rule-filings">www.dtcc.com/legal/sec-rule-filings</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
[[Page 62767]]
to File Number SR-DTC-2026-011 and should be submitted on or before
October 23, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
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\21\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-20230 Filed 10-1-26; 8:45 am]
BILLING CODE 8011-01-P
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