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Notice2026-21136

Self-Regulatory Organizations; CME Securities Clearing Inc.; Order Approving Proposed Rule Change To Amend Rule 410, Rule 101, the Capped Liquidity Facility Procedure, and the Liquidity Risk Management Policy

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Published
October 16, 2026

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 91 Issue 199 (Friday, October 16, 2026)</title>
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[Federal Register Volume 91, Number 199 (Friday, October 16, 2026)]
[Notices]
[Pages 65821-65827]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21136]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106657; File No. SR-CMESC-2026-008]


Self-Regulatory Organizations; CME Securities Clearing Inc.; 
Order Approving Proposed Rule Change To Amend Rule 410, Rule 101, the 
Capped Liquidity Facility Procedure, and the Liquidity Risk Management 
Policy

October 13, 2026.
    On August 21, 2026, CME Securities Clearing Inc. (``CMESC'') filed 
with the Securities and Exchange Commission (``Commission'') proposed 
rule change CMESC-2026-008, pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (the ``Act'') \1\ and Rule 19b-4 
thereunder.\2\ The proposed rule change was published for public 
comment in the Federal Register on September 3, 2026.\3\ The Commission 
has received no comments on the changes proposed. For the reasons 
discussed below, the Commission is approving the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 106243 (Aug. 31, 
2026), 91 FR 56678 (Sept. 3, 2026) (File No. SR-CMESC-2026-008) 
(``Notice of Filing'').
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I. Background

    As a registered clearing agency providing central counterparty 
services, CMESC is a covered clearing agency subject to clearing agency 
standards provided in Section 17A of the Act,\4\ and rules thereunder. 
Rule 17ad-22(e)(7) under the Act requires each covered clearing agency 
to maintain and hold qualifying liquid resources at a minimum to effect 
same-day, intraday and multiday settlement of payment obligations with 
a high degree of confidence under a wide range of foreseeable stress 
scenarios, including, but not limited to, the default of the 
participant family that would generate the largest aggregate payment 
obligation for the covered clearing agency in extreme but plausible 
market conditions.\5\ CMESC has established several liquidity tools in 
its Rules and policies and procedures to meet these requirements, 
including the Capped Liquidity Facility (``CLF'') \6\ in Rule 410, the 
associated CLF Procedure, and the Liquidity Risk Management Policy 
(``LRMP'').\7\ The CLF is designed to provide access to required 
liquidity in the event CMESC's other sources of liquidity are 
unavailable or insufficient.
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    \4\ 15 U.S.C. 78q-1(b)(3)(F).
    \5\ See Rule 17ad-22(e)(7)(i) and (ii), 17 CFR 240.17ad-
22(e)(7)(i) and (ii).
    \6\ Capitalized terms used herein and not defined have the 
meanings assigned to such terms in the Rules of CME Securities 
Clearing Inc. (``Rules''), as applicable, available at <a href="https://www.cmegroup.com/rulebook/CMESC/CMESC%20Rulebook.pdf">https://www.cmegroup.com/rulebook/CMESC/CMESC%20Rulebook.pdf</a>.
    \7\ The LRMP and CLF Procedure were submitted to the Commission 
as part of the Application.
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    To facilitate the implementation of the CLF in connection with 
launching its Clearing Services, the proposed rule change would amend 
Rules 410 and 101 regarding the CLF and CLF Master Repurchase Agreement 
(``CLF MRA''), the CLF Procedure, and the LRMP, as described below.

II. Description of the Proposed Rule Change

A. Amendments to Rule 410

1. Rules-Based CLF MRA
    Under existing Rule 410(a) each Member is required to enter into a 
separate CLF MRA with CMESC to purchase Eligible Securities up to the 
Member's Allocated CLF Amount if CMESC declares a CLF Event. First, the 
proposed rule change would amend Rule 410(a)(i) to provide instead that 
each Member is a party to a CLF MRA by operation of Rule 410(a) without 
any additional execution steps by CMESC or Members. CMESC states that 
it is proposing this rules-based MRA to mitigate administrative burdens 
on both CMESC and the Members in preparing and executing separate 
agreements and to promote efficiency and consistency.\8\
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    \8\ See Notice of Filing, supra note 3, 91 FR at 56679.
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    Second, the proposed rule change would modify the first sentence of 
Rule 410(a)(i) to make clear that the CLF MRA will be on terms set out 
at the end of Rule 410 and move existing Rule 410(a)(ii)(A)-(F) that 
contains the terms of CLF MRA to the end of Rule 410 with certain 
adjustments, as described below:
    <bullet> The proposed CLF MRA set out at the end of Rule 410 will 
include new language to provide that the CLF MRA is entered into 
between CMESC and each Member by operation of Rule 410 and that 
capitalized terms used but not defined in the CLF MRA have the meanings 
set forth in the Rules;
    <bullet> As a rules-based agreement, the proposed CLF MRA will 
incorporate by reference the SIFMA Master Repurchase Agreement 
September 1996 version (``SIFMA MRA'') (without the referenced annexes 
therein), rather than being established as a separate agreement in a 
form based on the SIFMA Master Repurchase Agreement as provided in 
existing Rule 410(a)(ii), and will provide that each CLF Transaction is 
subject to the terms of the SIFMA MRA and Rule 410(a);
    <bullet> In addition to incorporating the SIFMA MRA, the proposed 
CLF MRA will provide that, notwithstanding anything else in the SIFMA 
MRA, certain terms will apply to CLF Event Transactions between CMESC 
and the Member. These terms are listed as paragraphs (a)-(g) in the 
proposed CLF MRA and are described below:
    [ssquf] Existing Rule 410(a)(ii)(A) will become new paragraph (a) 
in the proposed CLF MRA except that the reference to ``this Rule 410'' 
will be changed to ``Rule 410'';
    [ssquf] Existing Rule 410(a)(ii)(B) will become new paragraph (b) 
of the proposed CLF MRA and the proposed rule change would create a new 
defined term ``Liquidating Trade'' to refer to a trade liquidating the 
financed securities in clause (x) of this new paragraph (b);
    [ssquf] Existing Rule 410(a)(ii)(C) will become new paragraph (c) 
of the proposed CLF MRA and a new sentence would be added from existing 
Rule 410(g) to new paragraph (c), which will provide that ``[e]ach CLF 
Event Transaction will be entered into on an overnight basis, unless 
otherwise specified by the Corporation''; the text of ``trade 
liquidating the financed

[[Page 65822]]

securities'' in clause (x) of this new paragraph (c) would be replaced 
with ``Liquidating Trade'' as a result of the creation of the new 
defined term described above; the text ``upon expiration of the term of 
a CLF Event Transaction'' would be added to the end of clause (z) of 
this new paragraph (c) to clarify that each CLF Event Transaction will 
remain open until the occurrence of the CLF Event Transaction 
Termination Date upon expiration of the term of a CLF Event 
Transaction;
    [ssquf] Existing Rule 410(a)(ii)(D) will become new paragraph (d) 
of the proposed CLF MRA with minor adjustments and will state that 
``[i]t shall be an ``Event of Default'' (for purposes of this CLF MRA) 
with respect to the buyer under a CLF MRA if the Corporation ceases to 
act for the Member pursuant to Rule 901 or 902'';
    [ssquf] Existing Rule 410(a)(ii)(E) will become new paragraph (e) 
of the proposed CLF MRA with minor adjustments and will state that 
``[t]here shall be no ``Event of Default'' (for purposes of this CLF 
MRA) with respect to the Corporation as the seller other than a 
Corporation Default within the meaning of Rule 714'';
    [ssquf] Existing Rule 410(a)(ii)(F) will become new paragraph (f) 
of the proposed CLF MRA without any changes;
    [ssquf] Finally, the proposed rule change would add a new paragraph 
(g) in the proposed CLF MRA to deal with any potential conflicts 
between the CLF MRA and SIFMA MRA, which states that in the event of 
any inconsistency between the terms of the SIFMA MRA and the CLF MRA, 
the terms of the CLF MRA will govern.
    [ssquf] After moving existing Rule 410(a)(ii) to the proposed CLF 
MRA at the end of Rule 410, existing Rule 410(a)(i) would be renumbered 
as Rule 410(a).
    Finally, the proposed rule change would make additional clean-up 
changes to Rule 410(a). First, the proposed rule change would remove a 
sentence in existing Rule 410(a)(i) regarding the categories of 
securities CMESC may include as Eligible Securities in the context of a 
CLF Event Transaction. This sentence repeats the same provision in 
existing Rule 410(e) (to be renumbered as Rule 410(c) as described 
below) and its deletion will remove redundancy. Second, the phrase 
``pursuant to Rule 410(b) below'' would be added to the last sentence 
of Rule 410(a)(i) to clarify that CMESC's declaration of a CLF Event 
and the ensuing actions taken by CMESC will be pursuant to Rule 410(b).
2. CLF Size and Allocated CLF Amount
    Existing Rule 410(i) (to be renumbered as Rule 410(e)) would be 
amended to provide additional detail regarding the calculations of the 
CLF size and the Allocated CLF Amount. CMESC states that these 
amendments do not change the existing methodology and formulae used to 
size the CLF and calculate each Member's allocation.\9\
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    \9\ Id.
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a. Sizing the CLF
    The proposed rule change would clarify the first sentence of Rule 
410(i)(i) regarding the assessment CMESC conducts at least quarterly by 
specifying that CMESC shall conduct an assessment at least every 
quarter, or more frequently as CMESC deems appropriate, ``to determine 
the required size of the CLF and each Member's Allocated CLF Amount.'' 
CMESC states that this additional detail clarifies the purpose of the 
quarterly assessment (or more frequently as determined appropriate by 
CMESC) that will determine the size and allocation of the CLF.\10\
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    \10\ Id. at 56680.
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    Second, the proposed rule change would provide additional details 
regarding its calculation of the size of the CLF. CMESC states that 
these changes are designed to provide clarity and transparency in how 
CMESC calculates the size of the CLF and that they do not change the 
existing methodology to size the CLF.\11\ Currently, Rule 410(i)(i) 
provides that CMESC will determine the size of the CLF through the 
assessment to evaluate its hypothetical liquidity need in the event of 
a default of a Participant Family (defined as the ``Stress Potential 
Payment Obligation'' or ``SPPO'') to which CMESC would be obligated to 
make the largest cash payment. The proposed rule change would modify 
the second sentence of Rule 410(i)(i) to make clear that CMESC would 
calculate the SPPO of each Participant Family by evaluating the 
hypothetical cash settlement obligation that CMESC may experience in 
the event of a Default of such Participant Family in extreme but 
plausible market conditions, using a lookback period deemed appropriate 
by CMESC. The proposed rule change would also add a new sentence to 
Rule 410(i)(i) to explain that CMESC will use the largest SPPO across 
all Participant Families (defined as ``Cover 1 SPPO'') over the 
designated lookback period as the starting point for determining the 
required size of the CLF.
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    \11\ Id.
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    Finally, the proposed rule change includes non-substantive changes 
to the last sentence of Rule 410(i)(i) (renumbered as Rule 410(e)(i)). 
Specifically, the proposed rule change would add certain text to 
specify that CMESC may ``also'' consider other factors it deems 
relevant ``in sizing the CLF'' to make clear that in addition to 
assessing the SPPO of each Participant Family over the designated 
lookback period and to determine the Cover 1 SPPO over the lookback 
period as the starting point in determining the size of the CLF, CMESC 
may also consider other factors it deems relevant in its calculation of 
the size of the CLF. As a result of these proposed revisions, the 
proposed rule change would eliminate a redundant phrase ``in 
determining the required size of the CLF (e.g., aggregated Allocated 
Capped CLF Amounts of all Members)'' from the end of this sentence and 
add ``as deemed relevant by the Corporation'' to the end of this 
sentence as a clarifying change.
b. Calculation of the Allocated CLF Amount
    The proposed rule change would also include amendments to Rule 
410(i)(ii) (renumbered as Rule 410(e)(ii)). CMESC states that these 
changes are designed to enhance the description of the calculation of 
the Allocated CLF Amount for added clarity and transparency and would 
not change the calculation or methodology used to determine each 
Member's Allocated CLF Amount, as described in the Application 
materials.\12\
---------------------------------------------------------------------------

    \12\ Id.
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    First, existing Rule 410(i)(ii) provides that CMESC shall calculate 
each Member's Allocated CLF Amount at the time CMESC performs its 
assessment referred to in clause (i) of Rule 410(i). The proposed rule 
change would amend this sentence to clarify that CMESC will calculate 
each Member's Allocated CLF Amount at the time ``as'' it performs its 
assessment and change the reference to ``clause (i)'' in this sentence 
to Rule 410(e)(i) due to renumbering Rule 410(i) to Rule 410(e).
    Second, the second sentence of current Rule 410(i)(ii) states that, 
each Member's Allocated CLF Amount will be calculated on a pro rata 
basis, based on the size of each Member's ``SPPO'' relative to the 
total aggregate SPPO across all Members. The proposed rule change would 
add a new defined term ``Maximum SPPO'', as described in the paragraph 
below, and would specify that the Maximum SPPO is determined using ``a 
designated lookback period'' in the second sentence of Rule 410(i)(ii).

[[Page 65823]]

As such, the proposed rule change would modify the second sentence of 
Rule 410(i)(ii) to provide that ``[e]ach Member's Allocated CLF Amount 
will be calculated on a pro rata basis, based on the size of each 
Member's Maximum SPPO during the designated lookback period relative to 
the total aggregate Maximum SPPOs across all Members during the same 
period.'' The proposed rule change would also define the pro rata ratio 
described in this sentence as the ``Obligation Ratio.''
    Third, the proposed rule change would amend the third sentence of 
existing Rule 410(i)(ii) by replacing the first reference to each 
Member's ``SPPO'' with the ``Maximum SPPO for purposes of calculating 
the Member's Obligation Ratio.'' In addition, the proposed rule change 
would clarify that a Member's Maximum SPPO is calculated by taking the 
sum of the Member's largest SPPO plus the two largest SPPOs among the 
Users it authorizes, if applicable, over the designated lookback 
period. The word ``two'' would be inserted before the term ``largest 
SPPO'', while pluralizing the latter reference in the existing text. In 
the same sentence, ``of the two'' would be deleted and replaced with 
``among the.'' Parallel changes would be included in the subsequent 
sentence. CMESC states that this formulation is intended to result in a 
clearer, more precise description of CMESC's process for incorporating 
User SPPOs in the calculation of a Member's Maximum SPPO and aligns 
with the way the process is described in the CLF Procedure.\13\ CMESC 
states that the process itself is unchanged; only the language in the 
Rulebook and the CLF Procedure used to describe the calculation process 
is being updated for additional clarity.\14\
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    \13\ Id.
    \14\ Id.
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    Fourth, ``SPPO'' would be replaced with ``Maximum SPPO'' in the 
fourth sentence of existing Rule 410(i)(ii) to conform to the defined 
term and to add ``Obligation Ratio and'' in front of Allocated CLF 
Amount to make clear that CMESC, at its sole discretion, can add a 
multiplier to a particular Member's Maximum SPPO as part of determining 
that Member's Obligation Ratio and Allocated CLF Amount.
    Fifth, the proposed rule change would add a sentence between the 
fourth sentence and fifth sentence in existing Rule 410(i)(ii) to 
enhance the description of the allocation of the CLF, which provides 
that each Member's Allocated CLF Amount is calculated as the product of 
the Member's Obligation Ratio and the required CLF size determined in 
accordance with Rule 410(e)(i), which provides for at least quarterly 
resizing (or more frequently as the Corporation deems appropriate). 
Although this calculation is implied in the second sentence of existing 
Rule 410(i)(ii) regarding each Member's Allocated CLF Amount calculated 
on a pro rata basis, CMESC states that by explicitly establishing how a 
Member's Allocated CLF Amount is calculated, the proposed change will 
provide clarity and transparency with respect to each Member's CLF 
obligation.\15\
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    \15\ Id. at 56681.
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    With respect to informing each Member of its individual Allocated 
CLF Amount, the proposed rule change would clarify that CMESC will 
provide each Member with its individual Allocated CLF Amount following 
each re-sizing of the CLF. Therefore, references to the ``periodic 
report'' from the fifth sentence would be deleted and ``following each 
resizing of the CLF'' would be added to the same sentence.
    Finally, the proposed rule change would combine and restate the 
last two sentences of existing Rule 410(i)(ii). The changes consist of 
restating CMESC's obligation to notify each Member of its Allocated CLF 
Amount following each resizing, and to remove a redundancy regarding 
Members' obligations to enter into CLF Event Transactions upon CMESC's 
declaration of a CLF Event, which is already provided for in greater 
detail in Rule 410(b)(i)(B).
c. Member Information To Facilitate CLF Calculations
    In addition to the proposed changes described above, which are 
designed to enhance the description of the CLF allocation, CMESC also 
proposes modifications to Rule 410(i)(ii) (renumbered as Rule 
410(e)(ii)) to provide a new requirement for a Member, in order to 
commence clearance and settlement of Eligible Securities Transactions, 
to provide information to CMESC to support CMESC's determination of 
such Member's Allocated CLF Amount. Specifically, the proposed rule 
change would insert in Rule 410(i)(ii) a provision that requires a 
Member to provide certain information, including, without limitation, 
the projected volumes and sizes of Eligible Securities Transactions to 
be submitted for clearance and settlement by the Member and its 
authorized Users, if any, over a period deemed relevant by CMESC, which 
will be incorporated as an input into the sizing and allocation 
calculations for the CLF. CMESC states that this information is 
intended to facilitate CMESC's assessment of the Cover 1 SPPO as well 
as a Member's Maximum SPPO for purposes of calculating the Member's 
Allocated CLF Amount during an initial ramp-up phase.\16\ CMESC states 
that its Cover 1 SPPO calculations and Maximum SPPO calculations for 
new Members will leverage this projected data and blend it with data 
from the Member's actual cleared activity on a going-forward basis, 
until the appropriate lookback period has lapsed.\17\ For avoidance of 
doubt, the information required under the proposed changes to Rule 
410(i)(ii), renumbered as Rule 410(e)(ii), serves as an input to 
existing methodologies for calculating the size and allocation of the 
CLF, which are unchanged by the proposed modifications.
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    \16\ Id.
    \17\ Id.
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3. Other Clarifying and Technical Amendments to Rule 410
    CMESC further proposes several non-substantive, clarifying changes 
to Rule 410 to improve readability and remove redundancies. The table 
below lists each Rule 410 subsection which CMESC is proposing changes, 
describing the proposed changes, and indicating the types of changes, 
i.e., whether the changes are in the nature of clarification, 
technical, or incorporation of proposed changes to Rule 410.

----------------------------------------------------------------------------------------------------------------
               Rule                                 Proposed change                            Purpose
----------------------------------------------------------------------------------------------------------------
Rule 410(b)(i)(A).................  To facilitate readability, added the sentence    Clarification; consolidated
                                     ``the Corporation has sole discretion as to      existing Rule 410(c) into
                                     the non-Defaulting Members with whom it will     Rule 410(b)(i)(A).
                                     enter into CLF Event Transactions upon
                                     declaration of a CLF Event and the terms of
                                     each such transaction;'' from existing Rule
                                     410(c).

[[Page 65824]]

 
Rule 410(b)(i)(B).................  Added ``selected to participate in CLF Event     Clarification; consolidated
                                     Transactions'' to refer more precisely to the    existing Rule 410(d) into
                                     Member that is selected by CMESC to              Rule 410(b)(i)(B).
                                     participate in CLF Event Transactions.
                                    Added ``and any additional pertinent
                                     information; Upon notice from the Corporation,
                                     such Member must enter into the CLF Event
                                     Transaction(s) with the Corporation at an
                                     aggregate purchase price up to the maximum
                                     amount allocated to such Member (`Allocated
                                     CLF Amount') as calculated by the
                                     Corporation'' from existing Rule 410(d).
                                    Created the defined term ``Allocated CLF
                                     Amount'' to replace existing ``Allocated
                                     Capped CLF Amount'' throughout Rule 410.
Rule 410(b)(i)(C).................  Replaced ``an aggregate purchase price up to     Clarification; removed
                                     the maximum amount allocated to such Member      redundancy that overlaps
                                     (`Allocated Capped CLF Amount')'' with ``the     with 410(b)(i)(B).
                                     aggregate purchase price determined by the
                                     Corporation, in its sole discretion.''.
Rule 410(b)(i)(D).................  Deleted existing Rule 410(b)(i)(D) in its        Removed redundancy that
                                     entirety (i.e., ``Pursuant to the terms of the   overlaps with paragraph
                                     CLF MRA, each CLF Event Transaction will         (c) of CLF MRA.
                                     remain open until the earlier of (x) such time
                                     that the Corporation has executed a trade
                                     liquidating the financed securities
                                     (`Liquidating Trade'), (y) such time that the
                                     Corporation has obtained liquidity through its
                                     other available liquid resources and closes
                                     the CLF Event Transactions or (z) the CLF
                                     Event Transaction Termination Date'').
                                    Added ``Each CLF Event Transaction will remain
                                     open pursuant to and in accordance with the
                                     terms of the CLF MRA set forth at the end of
                                     this Rule 410'' to set out the sequence of
                                     events and the timeline of a CLF Event
                                     Transaction.
Rule 410(b)(i)(E).................  Added ``that is a'' to refer to each Member      Technical and
                                     ``that is a'' party to a CLF Event Transaction.  Clarification.
                                    Added ``exchange for cash in'' to the part that
                                     states ``each such Member to deliver the
                                     related Eligible Securities to the Corporation
                                     in exchange for cash in order to enable the
                                     Corporation to complete settlement. . . .''.
Rule 410(c).......................  Deleted........................................  Technical; consolidated
                                                                                      into Rule 410(b)(i)(A).
Rule 410(d).......................  Deleted........................................  Technical; consolidated
                                                                                      into Rule 410(b)(i)(B).
Rule 410(e).......................  Renumbered as Rule 410(c)......................  Technical.
Rule 410(f).......................  Renumbered as Rule 410(d)......................  Technical.
Rule 410(g).......................  Deleted........................................  Technical; consolidated
                                                                                      into CLF MRA paragraph
                                                                                      (c).
Rule 410(h).......................  Deleted........................................  Technical; removed to
                                                                                      reduce redundancy due to
                                                                                      overlap with Rule
                                                                                      410(b)(i)(E).
Rule 410(j).......................  Renumbered as Rule 410(f)......................  Technical.
                                    Replaced ``Allocated Capped CLF Amount'' with
                                     ``Allocated CLF Amount'' for consistency with
                                     the new proposed defined term.
Rule 410(k).......................  Renumbered as Rule 410(g)......................  Technical.
Rule 410(l).......................  Renumbered as Rule 410(h)......................  Technical.
Rule 410..........................  Added ``to'' in the legacy text relocated to     Technical.
                                     CLF MRA paragraph (d) for grammatical accuracy.
----------------------------------------------------------------------------------------------------------------

B. Amendments to Rule 101

    As a result of the proposed changes to Rule 410(a) described above 
to create a rules-based CLF MRA, the definition of ``CLF MRA'' in Rule 
101 would be amended to conform to the proposed changes to Rule 410(a). 
The proposed rule change would add more detail to the definition of 
``CLF MRA'' in Rule 101 to prescribe that ``CLF MRA means a Capped 
Liquidity Facility Master Repurchase Agreement formed between a Member 
and the Corporation by operation of Rule 410(a), which governs any CLF 
Event Transaction between the Member and the Corporation, as defined 
and further prescribed in Rule 410.'' This new definition clarifies 
that the CLF MRA is a rules-based agreement between a Member and CMESC 
by operation of Rule 410(a) and that CLF MRA governs CLF Event 
Transactions between the Member and CMESC as further prescribed in Rule 
410.

C. Amendments to CLF Procedure

    The CLF Procedure establishes a framework for the governance, 
execution and testing of CMESC's CLF, covering areas such as 
calculation of the size and apportioning of CLF among Members, 
administration of CLF Event Transactions, notification to Members, 
Member attestation, and operational testing. As a result of the 
proposed amendments to Rule 410 described above, CMESC states that 
similar changes would be made to the CLF Procedure that are consistent 
with the proposed amendments to Rule 410, as described below, for the 
purpose of aligning provisions of the CLF Procedure with Rule 410.\18\
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    \18\ Id. at 56682.
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1. Rules-Based CLF MRA
    The proposed rule change would amend the Governance section of the 
CLF Procedure to add that CLF Event Transactions are governed by a CLF 
MRA, as set out in the Rules. This proposed addition is to align with 
and acknowledge the proposed amendment to Rule 410 to state that each 
Member is a party to a CLF MRA pursuant to and by operation of Rule 
410(a), without additional steps taken by CMESC or Members to execute 
an agreement. The proposed rule change would also update the internal 
governance committee identified in the Governance section that is 
responsible for reviewing and

[[Page 65825]]

approving the CLF Procedure on at least an annual basis.
2. Sizing the CLF
    The proposed rule change would amend the Sizing of the Facility 
section of the CLF Procedure to add that CMESC may consider additional 
factors in addition to the Cover 1 SPPO amount, including but not 
limited to information requested from Members. These proposed additions 
are to align with and acknowledge similar proposed amendments to Rule 
410 as described above.
    More specifically, the proposed rule change would modify the Sizing 
of the Facility section of the CLF Procedure to clarify that the 
objective of its CLF sizing methodology is to use the Cover 1 SPPO as 
the starting point for estimating CMESC's hypothetical liquidity needs 
under extreme but plausible market conditions. The proposed rule change 
would add language to this section to mirror and align with the 
language at Rule 410(i)(i) (to be renumbered as Rule 410(e)(i)), which 
provides consideration of these historical and relevant factors in 
sizing the CLF.
    CMESC also proposes that the CLF Procedure expressly state that 
with respect to a Member approved by CMESC to commence clearance and 
settlement of Eligible Securities Transactions, a Member's SPPO may be 
based on information provided by the Member, in accordance with 
abovementioned amendments to the Rules. This addition would account for 
circumstances where CMESC does not already have historical trade 
submission data from the Member to determine that Member's SPPO (e.g., 
a new Member) and CMESC seeks to request from and rely on appropriate 
information supplied by a Member in order for CMESC to determine a 
Member's SPPO. This addition also would bring the CLF Procedure into 
alignment with Rule 410, as proposed to be amended.
3. Apportioning the CLF
    The proposed rule change would amend the Apportioning section of 
the CLF Procedure to similarly add that CMESC may request information 
from Members to facilitate CMESC's calculation of each Member's 
Allocated CLF Amount and to remove the description of how CMESC would 
otherwise calculate the CLF obligation of a Member that had no 
transactions during the relevant lookback period. The proposed 
additions are to align with and acknowledge the proposed amendments to 
Rule 410(i)(ii).
    Consistent with proposed changes to Rule 410(i)(ii) (renumbered as 
Rule 410(e)(ii)), the CLF Procedure would provide that a Member's 
Maximum SPPO may be based on information requested by CMESC, including 
the Member's projected volumes and sizes of transactions to be cleared, 
to be calculated using a minimum lookback period as defined in the CLF 
Procedure. The proposed change is designed to establish a method for 
CMESC to compute each Member's Allocated CLF Amount in accordance with 
CMESC Rules.
4. Notification and Attestation
    The proposed rule change would modify the Notification and 
Attestation sections of the CLF Procedure to clarify that on at least a 
quarterly basis and upon any resizing of the CLF, each Member will be 
informed of its individual Allocated CLF Amount, as well as the 
effective date of any amended Allocated CLF Amount. An authorized 
representative must acknowledge and affirm the Member's potential CLF 
obligations on at least an annual basis, as well as make other 
acknowledgments as required to ensure Members are aware of and prepared 
to meet their relevant obligations.
    These proposed changes regarding notice would be consistent with 
changes proposed for Rule 410. CMESC states that these proposed 
amendments would enhance clarity on the operation of the CLF and that 
they are reasonably designed to ensure that CMESC and its Members will 
engage in meaningful and helpful information exchange in support of 
assuring that Members meet their obligations under the CMESC Rules, 
thereby facilitating CMESC meeting its obligations under the Act and 
the rules thereunder.\19\
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    \19\ Id. at 56683.
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5. Other Clarification and Clean-Up Changes
    Finally, the proposed rule change would include other clarifying, 
clean-up changes throughout the CLF Procedure. CMESC's proposed 
clarifying, clean-up changes fall within the following categories: (1) 
use capitalized terms for consistency with the CMESC Rules and, where 
indicated, the LRMP and the CLF Procedure; \20\ (2) use precise 
terminology consistently across the CMESC Rules, the LRMP, and the CLF 
Procedure; \21\ (3) correct minor grammatical or typographical errors; 
and (4) make clarifying changes to improve the readability of the CLF 
Procedure. CMESC states that these changes do not change the substance 
of the proposed rule change.\22\
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    \20\ As examples, the proposed rule change would use capitalized 
terms as defined in CMESC's Rules, including ``CLF Event 
Transaction(s);'' ``Corporation;'' ``Allocated CLF Amount,'' 
consistently throughout Sections 3 through 10 of the CLF Procedure.
    \21\ As examples, Section 3.2 of the CLF Procedure would be 
revised to replace phrases like ``financial obligations'' with 
``liquidity needs'' and ``funding'' to ``liquidity'' to be 
consistent with the terminology used in the CMESC Rules.
    \22\ See Notice of Filing, supra note 3, 91 FR at 56683.
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D. Proposed Amendments to LRMP

    The proposed rule change includes several corresponding 
modifications to the LRMP to align with proposed changes to Rule 410 as 
discussed above. The LRMP contains CMESC's policies and procedures to 
monitor, measure, and manage potential liquidity events and resources 
available to satisfy liquidity obligations in extreme but plausible 
market conditions. Specifically, the proposed rule change would amend 
Section 5.5.3.2. provisions on the declaration of a CLF Event to 
clarify that CMESC will notify Members of their CLF Event Transactions 
and also the cash amount required to be obtained (in total across 
Members and per Member), the type and volume of securities to be 
utilized, and the initial tenor of the CLF Event Transactions, and 
declare an end to the CLF Event once it has determined that the CLF 
Event Transactions entered into pursuant to the CLF are no longer 
necessary. Additionally, conforming changes to Sections 6.1.1.4.2. and 
6.1.1.4.3. would clarify that CLF sizing is based primarily on Cover 1 
SPPO, and apportioning is based primarily on the Member's maximum SPPO 
and the maximum SPPOs across all Members within a defined lookback 
period, consistent with proposed changes to Rule 410. The proposed rule 
change would include additional changes to Section 6.1.1.4.2. to align 
the description of frequency for determining the size of the CLF at 
least quarterly, or more frequently if CMESC determines appropriate, 
with that in Rule 410(e)(i). Finally, CMESC states that other non-
substantive clarifying, organizational and cleanup changes to the LRMP 
would be designed to fully align the LRMP with the proposed changes in 
Rule 410.\23\
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    \23\ Id.

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[[Page 65826]]

III. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act \24\ 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 review of the proposed rule change, 
the Commission finds that the proposed rule change is consistent with 
the requirements of the Act and the rules and regulations thereunder 
applicable to CMESC. More specifically, for the reasons given below, 
the Commission finds that the proposed rule change is consistent with 
Section 17A(b)(3)(F) of the Act \25\ and Rules 17ad-22(e)(1) and (e)(7) 
thereunder.\26\
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    \24\ 15 U.S.C. 78s(b)(2)(C).
    \25\ 15 U.S.C. 78q-1(b)(3)(F).
    \26\ 17 CFR 240.17ad-22(e)(1) and (e)(7).
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A. Consistency With Section 17A(b)(3)(F)

    Section 17A(b)(3)(F) of the Act requires, in part, that the rules 
of a clearing agency be designed to promote the prompt and accurate 
clearance and settlement of securities transactions and, in general, to 
protect investors and the public interest.\27\
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    \27\ 15 U.S.C. 78q-1(b)(3)(F).
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    As described above in Section II.A.1., the proposed rule change 
would establish a rules-based CLF MRA under which each Member is bound 
by a unified, standardized agreement by operation of Rule 410(a), 
without the need for CMESC and each Member to negotiate and execute 
separate bilateral agreements. This approach should avoid the 
administrative burden and delay associated with preparing and executing 
numerous separate agreements, fosters consistency by ensuring all 
Members are subject to a unified set of terms, and provides legal 
certainty regarding the rights and obligations of CMESC and its Members 
in a CLF Event. By facilitating the prompt implementation of the CLF, 
the proposed rule change helps ensure that CMESC has sufficient 
qualifying liquid resources to meet its settlement obligations in the 
event of a Member default. As a result, the proposed rule change 
promotes the prompt and accurate clearance and settlement of securities 
transactions and the protection of investors and the public interest, 
consistent with Section 17A(b)(3)(F) of the Act.
    Further, as described above in Section II.A.2, the amendments to 
Rules 410(i)(i) and (ii) (renumbered as Rules 410(e)(i) and (ii)), and 
the conforming changes to the CLF Procedure and LRMP, which include 
additional details regarding CMESC's calculation of the Cover 1 SPPO 
used to size the CLF and each Member's Maximum SPPO, Obligation Ratio, 
and Allocated CLF Amount, should support Members' ability to understand 
and plan for their potential CLF obligations. Moreover, the new 
information requirement for Members to commence clearing Eligible 
Securities Transactions should enable CMESC to receive the information 
it deems relevant to size and allocate the CLF appropriately and 
continue to meet its liquidity needs. These changes should reduce the 
risk of settlement failure by helping ensure that CMESC has sufficient 
liquid resources to meet its settlement obligations in the event of a 
Member default, thereby protecting investors and the public interest, 
consistent with Section 17A(b)(3)(F) of the Act.
    Finally, the clarifying and technical amendments to Rule 410, the 
CLF Procedure, and the LRMP, which remove redundancies and align 
terminology across CMESC's Rules, the CLF Procedure, and the LRMP, 
support CMESC's ability to administer the CLF consistently and without 
ambiguity, which in turn supports CMESC's ability to meet its 
settlement obligations, thereby promoting the prompt and accurate 
clearance and settlement of securities transactions, consistent with 
Section 17A(b)(3)(F) of the Act.
    For these reasons, the Commission finds that the proposed rule 
change promotes the prompt and accurate clearance and settlement of 
securities transactions and protects investors and the public interest, 
consistent with Section 17A(b)(3)(F) of the Act.

B. Consistency With Rule 17ad-22(e)(1)

    Rule 17ad-22(e)(1) under the Act requires that a covered clearing 
agency establish, implement, maintain and enforce written policies and 
procedures reasonably designed to provide for a well-founded, clear, 
transparent, and enforceable legal basis for each aspect of its 
activities in all relevant jurisdictions.\28\
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    \28\ 17 CFR 240.17ad-22(e)(1).
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    As described above, the proposed rule change establishes a rules-
based CLF MRA in Rule 410, with a conforming definitional change in 
Rule 101, and makes conforming, clarifying, and technical changes to 
Rule 410, the CLF Procedure, and the LRMP to ensure consistent use of 
defined terms and precise terminology throughout. These changes should 
improve the readability, clarity, and transparency of CMESC's Rules by 
ensuring that defined terms and precise terminology are used 
consistently throughout. Further, by incorporating the SIFMA MRA by 
reference and providing that the CLF MRA governs in the event of an 
inconsistency with the SIFMA MRA, the proposed rule change should 
provide a clear, transparent, and enforceable legal basis for CMESC and 
its Members' rights and obligations in a CLF Event. Accordingly, the 
proposed rule changes are consistent with Rule 17ad-22(e)(1).

C. Consistency With Rule 17ad-22(e)(7)

    Rule 17ad-22(e)(7) under the Act requires, in part, that a covered 
clearing agency establish, implement, maintain and enforce written 
policies and procedures reasonably designed to effectively measure, 
monitor, and manage the liquidity risk that arises in or is borne by 
the covered clearing agency, including measuring, monitoring, and 
managing its settlement and funding flows on an ongoing and timely 
basis, and its use of intraday liquidity.\29\
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    \29\ Rule 17ad-22(e)(7).
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    Specifically, Rule 17ad-22(e)(7)(i) under the Act requires policies 
and procedures for maintaining sufficient qualifying liquid resources 
to effect same-day settlement of payment obligations with a high degree 
of confidence under a wide range of foreseeable stress scenarios, 
including the default of the participant family that would generate the 
largest aggregate payment obligation in extreme but plausible market 
conditions.\30\
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    \30\ Rule 17ad-22(e)(7)(i), 17 CFR 240.17ad-22(e)(7)(i).
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    As described above, the proposed changes to Rules 410 and 101, the 
CLF Procedure, and LRMP facilitate CMESC's implementation of the CLF by 
creating a rules-based CLF MRA designed to provide CMESC with a 
liquidity resource in the event that CMESC's other liquidity resources 
prove insufficient during a Member default, enhancing the descriptions 
of the calculation of the CLF and each Member's Allocated CLF Amount, 
adding the information requirement imposed on Members to allow CMESC to 
receive information deemed relevant by CMESC to assess the size of the 
CLF and determine a new Member's Allocated CLF Amount, and making 
conforming, clarifying and technical changes to reduce redundancy and 
promote clarity. These changes should support CMESC's ability to 
effectively assess and determine the CLF sizing and allocation and 
support Members' ability to understand and plan for their

[[Page 65827]]

potential CLF obligations, which should strengthen CMESC's measurement, 
monitoring, and management of liquidity risk and help CMESC maintain 
and hold sufficient liquid resources to effect same-day settlement of 
payment obligations in the event of a default of the participant family 
that would generate the largest aggregate payment obligation in extreme 
but plausible market conditions. In particular, because the CLF is 
sized starting from the Cover 1 SPPO, and it serves as a backstop when 
CMESC's other sources of liquidity are unavailable or insufficient, 
clarifying the sizing and allocation process and ensuring that CMESC 
has the Member information needed to compute it should help CMESC 
maintain an appropriately sized and allocated facility, consistent with 
Rule 17ad-22(e)(7).

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
in particular with the requirements of Section 17A of the Act \31\ and 
the rules and regulations promulgated thereunder.
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    \31\ 15 U.S.C. 78q-1.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the Act 
\32\ that proposed rule change SR-CMESC-2026-008 be, and hereby is, 
APPROVED.\33\
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    \32\ 15 U.S.C. 78s(b)(2).
    \33\ In approving the proposed rule change, the Commission 
considered the proposals' impact on efficiency, competition, and 
capital formation. 15 U.S.C. 78c(f).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
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    \34\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-21136 Filed 10-15-26; 8:45 am]
BILLING CODE 8011-01-P


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Indexed from Federal Register on October 16, 2026.

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