Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change Relating to the GCF Repo® Service, 24922-24927 [2016-09718]

Download as PDF 24922 Federal Register / Vol. 81, No. 81 / Wednesday, April 27, 2016 / Notices Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSE–2016–22. 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 Web site (https://www.sec.gov/ rules/sro.shtml). 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 Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSE– 2016–22, and should be submitted on or before May 18, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Brent J. Fields, Secretary. [FR Doc. 2016–09717 Filed 4–26–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION asabaliauskas on DSK3SPTVN1PROD with NOTICES [Release No. 34–77675; File No. SR–FICC– 2016–001] Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change Relating to the GCF Repo® Service April 21, 2016. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 10 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:29 Apr 26, 2016 Jkt 238001 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 19, 2016, the Fixed Income Clearing Corporation (‘‘FICC’’ or the ‘‘Corporation’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared primarily by FICC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Clearing Agency’s Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change consists of amendments to the Government Securities Division (‘‘GSD’’) Rulebook 3 (‘‘GSD Rules’’) in order to: (1) Permanently adopt the pilot program (the ‘‘2015 Pilot Program’’) 4 that is currently in effect for the GCF Repo® 5 service and that is scheduled to expire on June 22, 2016; (2) add clarifying rule changes regarding a process that is currently in effect with respect to the GCF Repo service and that FICC refers to as the ‘‘net-of-net’’ settlement process; and (3) make technical changes to the GSD Rules. The proposed rule changes consist of changes to GSD Rule 1, GSD Rule 20 and the Schedule of GCF Timeframes. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to those terms in the GSD Rules. 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. 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 The GSD Rulebook is available at DTCC’s Web site, www.dtcc.com/legal/rules-andprocedures.aspx. 4 Securities Exchange Act Release No. 34–75258 (June 22, 2015), 80 FR 36879 (June 26, 2015) (SR– FICC–2015–002). 5 GCF Repo is a registered trademark of FICC/ DTCC. 2 17 PO 00000 Frm 00140 Fmt 4703 Sfmt 4703 (A) Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose i. Background: Description of the GCF Repo Service and History (1) Development of the GCF Repo Service The GCF Repo service was developed as part of a collaborative effort among the Government Securities Clearing Corporation (‘‘GSCC’’) (FICC’s predecessor), its two clearing banks (The Bank of New York Mellon (‘‘BNY’’) and JPMorgan Chase Bank, National Association (‘‘Chase’’)) and industry representatives. GSCC introduced the GCF Repo service on an intra-clearing bank basis in 1998.6 Under the intrabank service, Dealers 7 could only engage in GCF Repo Transactions 8 with other Dealers that cleared at the same clearing bank. Currently, the GCF Repo service allows Netting Members 9 that participate in the service to trade general collateral repos 10 throughout the day without requiring intra-day, trade-for-trade settlement on a deliveryversus-payment (‘‘DVP’’) basis. The service allows Dealers to trade such general collateral repos, based on rate and term, throughout the day with InterDealer Broker Netting Members 11 on a blind basis. Standardized Generic CUSIP Numbers 12 have been established exclusively for GCF Repo 6 Securities Exchange Act Release No. 34–40623 (October 30, 1998) 63 FR 59831 (November 5, 1998) (SR–GSCC–98–02). 7 Pursuant to the GSD Rules, the term ‘‘Dealer’’ means a member that is a registered Government Securities Dealer. GSD Rule 1, Definitions. 8 Pursuant to the GSD Rules, the term ‘‘GCF Repo Transaction’’ means a Repo Transaction involving Generic CUSIP Numbers the data on which are submitted to the Corporation on a Locked-In-Trade basis pursuant to the provisions of Rule 6C, for netting and settlement by the Corporation pursuant to the provisions of Rule 20. GSD Rule 1, Definitions. 9 Pursuant to the GSD Rules, the term ‘‘Netting Member’’ means a Member that is a Member of the Comparison System and the Netting System. GSD Rule 1, Definitions. 10 A general collateral repo is a repo in which the underlying securities collateral is nonspecific, general collateral whose identification is at the option of the seller. This is in contrast to a specific collateral repo. 11 Pursuant to the GSD Rules, the term ‘‘InterDealer Broker Netting Member’’ shall have the meaning set forth in Section 2 of Rule 2A. GSD Rule 1, Definitions. 12 Pursuant to the GSD Rules, the term ‘‘Generic CUSIP Number’’ means a Committee on Uniform Securities Identification Procedures identifying number established for a category of securities, as opposed to a specific security. The Corporation shall use separate Generic CUSIP Numbers for General Collateral Repo Transactions and GCF Repo Transactions. GSD Rule 1, Definitions. E:\FR\FM\27APN1.SGM 27APN1 Federal Register / Vol. 81, No. 81 / Wednesday, April 27, 2016 / Notices processing and are used to specify the acceptable type of underlying Fedwire book-entry eligible collateral, which includes Treasuries, Agencies and certain mortgage-backed securities. (2) Creation of the Interbank Version of the GCF Repo Service In 1999, GSCC expanded the GCF Repo service to permit Dealers to engage in GCF Repo trading on an inter-clearing bank basis, meaning that Dealers using different clearing banks could enter into GCF Repo Transactions (on a blind brokered basis).13 Because Dealers that participate in the GCF Repo service do not all clear at the same clearing bank, introducing the service as an interbank service necessitated the establishment of a mechanism to permit after-hours movements of securities between the two clearing banks to deal with the fact that GSCC would likely have unbalanced net GCF securities and cash positions within each clearing bank (meaning that, it is likely that at the end of GCF Repo processing each business day, the Dealers in one clearing bank will be net funds borrowers, while the Dealers at the other clearing bank will be net funds lenders). To address this issue, GSCC and its clearing banks established, and the Commission approved, a legal mechanism by which securities would ‘‘move’’ across the clearing banks without the use of the securities Fedwire.14 Therefore, at the end of the day, after the GCF Net Settlement Position 15 results are produced, securities are pledged via a tri-party-like mechanism and the interbank cash component is moved via Fedwire. In the morning, the pledges are unwound (meaning that funds are returned to the net funds lenders and securities are returned to the net funds borrowers). The following simplified example illustrates the manner in which the GCF Repo services works on an interbank basis: Assume that Dealer B clears at BNY and Dealer C clears at Chase. Further assume that: (i) Outside of FICC, Dealer B engages in a tri-party repo transaction asabaliauskas on DSK3SPTVN1PROD with NOTICES 13 Securities Exchange Act Release No. 34–41303 (April 16, 1999) 64 FR 20346 (April 26, 1999) (SR– GSCC–99–01). 14 See id. for a detailed description of the clearing bank and FICC accounts needed to effect the after hour movement of securities. It should be noted that movements of cash do not present the same issue because the cash Fedwire is open later than the securities Fedwire. 15 Pursuant to the GSD Rules, the term ‘‘GCF Net Settlement Position’’ means, on a particular Business Day as regards a Netting Member’s GCF Repo Transaction activity in a particular Generic CUSIP Number, either a GCF Net Funds Lender Position or a GCF Net Funds Borrower Position, as the context requires. See GSD Rule 1, Definitions. VerDate Sep<11>2014 17:29 Apr 26, 2016 Jkt 238001 with Party X to obtain funds and seeks to invest such funds via a GCF Repo Transaction, (ii) outside of FICC, Dealer C engages in a DVP repo with Party Y to buy securities and seeks to finance these securities via a GCF Repo Transaction, and (iii) Dealer B and Dealer C enter into a GCF Repo Transaction (on a blind basis via a GCF Repo broker) and submit the trade details to FICC. At the end of ‘‘Day 1’’, GCF Repo collateral must be allocated, i.e., Dealer B must receive the securities. However, the securities that Dealer B is to receive are at Chase and the securities Fedwire is closed. The after-hours movement mechanism permits the securities to be ‘‘sent’’ to Dealer B as follows: FICC will instruct Chase to allocate to a special FICC clearance account at Chase securities in an amount equal to the net short securities position. FICC has established on its own books and records two ‘‘securities accounts’’ as defined in Article 8 of the New York Uniform Commercial Code, one in the name of Chase (‘‘FICC Account for Chase’’) and one in the name of BNY (‘‘FICC Account for BNY’’). The FICC Account for Chase is comprised of the securities in FICC’s special clearance account maintained by BNY (‘‘FICC Special Clearance Account at BNY for Chase’’), and the FICC Account for BNY is comprised of the securities in FICC’s special clearance account maintained by Chase (‘‘FICC Special Clearance Account at Chase for BNY’’).16 The establishment of these securities accounts by FICC in the name of the clearing banks enables the bank that is in the net long securities position to ‘‘receive’’ securities by pledge after the close of the securities Fedwire. Once the clearing bank has ‘‘received’’ the securities by pledge, it can credit them by book-entry to a FICC GCF Repo account at that clearing bank and then to the Dealers that clear at that bank that are net long the securities in connection with GCF Repo trades. In the example, Chase, as agent for FICC, will transmit to BNY a description of the securities in the FICC Special Clearance Account at Chase for BNY. Based on this description, BNY will transfer funds equal to the funds borrowed position to the FICC GCF Repo account at Chase. Upon receipt of the funds by Chase, Chase will release any liens it may have on the FICC Special Clearance Account at Chase for 16 FICC has appointed Chase as its agent to maintain FICC’s books and records with respect to the BNY securities account, and FICC has appointed BNY as its agent to maintain FICC’s books and records with respect to the Chase securities account. PO 00000 Frm 00141 Fmt 4703 Sfmt 4703 24923 BNY, and FICC will release any liens it may have on FICC Account for BNY (both of these accounts being comprised of the same securities). BNY will credit the securities in the FICC Account for BNY to FICC’s GCF Repo account at BNY, and BNY will further credit these securities to Dealer B, who, as noted, is in a net long securities position. In the morning of ‘‘Day 2,’’ all securities and funds movements occurring on Day 1, are reversed (‘‘unwind’’). (3) Issues With Morning Unwind Process In 2003, FICC shifted the GCF Repo service back to intrabank status only.17 By that time, the service had grown significantly in participation and volume. However, with the increase in use of the interbank service, certain payments systems risk issues arose from the inter-bank funds settlements related to the service, namely, the large interbank funds movement in the morning. FICC shifted the service back to intrabank status to enable management to study the issues presented and identify a satisfactory solution for bringing the service back to interbank status. (4) The NFE Filing and Restoration of Service to Interbank Status In 2007, FICC submitted a rule filing to address the issues raised by the interbank morning funds movement and return the GCF Repo service to interbank status (the ‘‘2007 NFE Filing’’).18 The 2007 NFE Filing addressed these issues by using a hold against a Dealer’s ‘‘net free equity’’ (‘‘NFE’’) at the clearing bank to collateralize its GCF Repo cash obligation to FICC on an intraday basis.19 ii. Annual Pilot Program, and Reasons for Adopting the Pilot Program Permanently In July 2011, FICC submitted a rule filing to the Commission (SR–FICC– 2011–05) 20 proposing to make certain 17 Securities Exchange Act Release No. 34–48006 (June 10, 2003), 66 FR 35745 (June 16, 2003) (SR– FICC–2003–04). 18 Securities Exchange Act Release No. 34–57652 (April 11, 2008), 73 FR 20999 (April 17, 2008) (SR– FICC–2007–08). 19 NFE is a methodology that clearing banks use to determine whether an account holder (such as a dealer) has sufficient collateral to enter a specific transaction. NFE allows the clearing bank to place a limit on its customer’s activity by calculating a value on the customer’s balances at the bank. Bank customers have the ability to monitor their NFE balance throughout the day. 20 Securities Exchange Act Release No. 34–65213 (August 29, 2011), 76 FR 54824 (September 2, 2011) (SR–FICC–2011–05). E:\FR\FM\27APN1.SGM 27APN1 24924 Federal Register / Vol. 81, No. 81 / Wednesday, April 27, 2016 / Notices asabaliauskas on DSK3SPTVN1PROD with NOTICES changes to its GCF Repo service in order to comply with the recommendations that had been made by the Tri-party Repo Infrastructure Reform Task Force (‘‘TPR’’),21 an industry group formed and sponsored by the Federal Reserve Bank of New York to advance tri-party repo reform recommendations.22 Because the GCF Repo service operates as a tri-party mechanism, FICC was requested to incorporate changes to the GCF Repo service to align the service with the other TPR recommended changes for the overall tri-party market. In SR–FICC–2011–05, FICC proposed the following rule changes with respect to the GCF Repo service to address the TPR’s Recommendations: (1) (a) To move the Day 2 unwind from 7:30 a.m. to 3:30 p.m., (b) to move the NFE process from morning to a time established by the Corporation as announced by notice to all members, (c) to move the cut-off time of GCF Repo submissions from 3:35 p.m. to 3:00 p.m., and (d) to move the cut-off time for dealer affirmation or disaffirmation from 3:45 p.m. to 3:00 p.m.; and (2) To establish rules for intraday GCF Repo collateral substitutions. The rule changes described in SR– FICC–2011–05 were proposed to be run as a pilot program for one year starting from the date on which the filing was approved by the Commission (the ‘‘2011 Pilot Program’’).23 Throughout 2011 and the earlier half of 2012, FICC implemented the changes referred to in paragraphs (1)(c) and (1)(d) above. On June 8, 2012, FICC submitted a rule filing to continue the 2011 Pilot Program, with certain modifications (the ‘‘2012 Pilot Program’’).24 Specifically, the 2012 Pilot Program adopted the following additional changes: (1) The cut-off time for GCF Repo trade submissions was moved from 3:35 p.m. to 3:00 p.m.; (2) the 3:45 p.m. cut-off time for Dealer affirmation or disaffirmation was moved from 3:45 p.m. to 3:00 p.m.; (3) Rule 20 Section 3 was amended to delete the reference to the ‘‘morning’’ timeframe on Day 2 with respect to the NFE process and to add 21 Information about the Federal Reserve’s Triparty Repo Infrastructure Reform is available via https://www.newyorkfed.org/banking/tpr_infr_ reform.html. 22 The main purpose of the TPR was to develop recommendations to address the risk presented by tri-party repo transactions due to the morning reversal or ‘‘unwind’’ process and to move to a process by which transactions are collateralized all day. The TPR’s efforts shall hereinafter be referred to as ‘‘Tri-party Reform.’’ 23 Securities Exchange Act Release No. 34–65213 (August 29, 2011), 76 FR 54824 (September 2, 2011) (SR–FICC–2011–05). 24 Securities Exchange Release No. 34–67621 (August 8, 2012), 77 FR 48572 (August 14, 2012) (SR–FICC–2012–05). VerDate Sep<11>2014 17:29 Apr 26, 2016 Jkt 238001 language referencing ‘‘at the time established by the Corporation’’; (4) Rule 20 Section 3 was amended to provide that all requests for GCF Repo securities collateral substitutions must be submitted by the GCF Repo securities collateral provider by the applicable deadline on Day 2 (the ‘‘substitution deadline’’); (5) Rule 20 Section 7 was amended to change references to the term ‘‘Security’’ to ‘‘security’’ to conform to the use of ‘‘security’’ throughout the rule; and (6) a defined term for ‘‘GCF Collateral Excess Account’’ was introduced into the GSD Rules. For the next 3 years after that, FICC submitted and the Commission approved rule filings to extend the pilot while the industry was implementing Tri-Party Reform and adapting to the changes brought about by Tri-Party Reform.25 FICC is seeking the Commission’s approval to permanently adopt the rule changes associated with the 2015 Pilot Program, which expires on June 22, 2016. In addition, FICC is also seeking to add a clarification to the GSD Rules to reflect the net-of-net settlement process in the GCF Repo service, as further explained below. The net-of-net settlement clarification is also a result of Tri-Party Reform and reflects current practice at the GSD. FICC would like to permanently adopt these changes because there is no longer a need to keep extending the pilot. The rule changes associated with the pilot have been in place since 2011 with certain additional modifications that were made in connection with the 2012 Pilot Program, and Netting Members are accustomed to them; this is also the case with the net-of-net settlement changes, which came into effect when the clearing banks implemented this process in 2014 and 2015. This change required no operational changes on the part of FICC; however, FICC is proposing to make changes to the GSD Rules in an effort to ensure that the Rules reflect the current net-of-net settlement process. Any future changes that arise as a result of Tri-Party Reform will constitute stand-alone rule changes and are not expected to affect the rule changes covered in this present filing. In addition to the above, FICC is also proposing to amend the GSD Rules to include technical clean-up changes to the GSD Rules. 25 Securities Exchange Act Release No. 34–70068 (July 30, 2013), 78 FR 47453 (August 5, 2013) (SR– FICC–2013–06); Securities Exchange Act Release No. 34–72457 (June 24, 2014), 79 FR 36856 (June 30, 2014) (SR–FICC–2014–02); and Securities Exchange Act Release No. 34–75258 (June 22, 2015), 80 FR 36879 (SR–FICC–2015–002). PO 00000 Frm 00142 Fmt 4703 Sfmt 4703 iii. The Manner in Which the Proposed Rule Change Will Affect GSD Netting Members FICC does not believe that the permanent adoption of the rule changes associated with the 2015 Pilot Program will affect Netting Members because the proposed rule changes have been in place since the approval of the 2011 and 2012 pilot-related filings.26 In addition, FICC does not believe that the inclusion of the rule changes associated with the net-of-net settlement will affect Netting Members because these changes are also in effect and reflect current practice. The proposed technical changes will not affect Netting Members because they do not change the existing meaning of the GSD Rules. These rule changes are as follows: (1) Proposed Change Regarding the Morning Unwind and Related Rule Changes At the beginning of the Tri-Party Reform effort, the TPR recommended that the daily unwind 27 for all tri-party transactions be moved from the morning to 3:30 p.m. The TPR made this recommendation in order to achieve the benefit of reducing the banks’ intraday exposure to the Dealers. Because the GCF Repo service is essentially a triparty mechanism, the TPR requested that FICC accommodate this time change. For the GSD Rules, this necessitated a change to the GSD’s Schedule of GCF Timeframes. Specifically, the 7:30 a.m. time in the Schedule of GCF Timeframes was deleted and the language therein was moved to a new time of 3:30 p.m. Because the net-of-net settlement process has now replaced the unwind, as further described below, FICC is further amending the language for the 3:30 p.m. time slot to reflect the net-ofnet settlement process. At the same time as the change to the time of the unwind needed to be made, GSD was also required to make an additional change to its processes in conjunction with the move of the unwind to 3:30 p.m. As noted above, the NFE process works in conjunction with the unwind. The process utilizes a hold against a Netting Member’s NFE at the clearing bank to collateralize the Netting Member’s GCF Repo cash obligation to FICC on an intraday basis. As part of Tri-Party Reform, because the unwind moved from the morning to 3:30 p.m. and because the NFE process was tied to the moment of the unwind, the NFE process also was required to move to coincide with the new time. As part of 26 See 27 See E:\FR\FM\27APN1.SGM footnotes 23 and 24 above. footnote 22 above. 27APN1 Federal Register / Vol. 81, No. 81 / Wednesday, April 27, 2016 / Notices asabaliauskas on DSK3SPTVN1PROD with NOTICES the pilot, the necessary rule change was made to the paragraph in Section 3 of GSD Rule 20 that addresses the NFE process to delete the reference to the ‘‘morning’’ timeframe and to replace it with general language referencing ‘‘at the time established by the Corporation.’’ Because the net-of-net settlement process has now replaced the unwind, as further described below, FICC is further amending the language in the NFE paragraph to reflect the netof-net settlement process by deleting the reference to ‘‘Day 2’’ and replacing it with ‘‘a particular Business Day.’’ The change to the time of the unwind also necessitated a change to the cut-off time for GCF Repo trade submissions in the Schedule of GCF Timeframes to an earlier time of 3:00 p.m. in order to allow FICC time to submit files to the clearing banks which, in turn, provide files to Netting Members by 3:30 p.m. This permits Netting Members to have a complete picture of their positions as the unwind (now the net-of-net) occurs at 3:30 p.m. In addition, the 3:45 p.m. cut-off for Dealer affirmation or disaffirmation in the Schedule of GCF Timeframes was moved to 3:00 p.m. so that the new 3:00 p.m. cut-off for submissions also became the cut-off for Dealer affirmations and disaffirmations. (2) Proposed Change Regarding Intraday GCF Repo Securities Collateral Substitutions As a result of moving the time change of the unwind (which is now the net-ofnet settlement process) to 3:30 p.m., the provider of the GCF Repo securities collateral needs a substitution mechanism for the return of its posted collateral in order to make securities deliveries for utilization of such securities in its business activities. The 2015 Pilot Program rule filing (and the previous pilot filings) added a paragraph to Section 3 of Rule 20 to accommodate intraday substitution of collateral. In this filing FICC is further amending this paragraph in Section 3 of Rule 20 to delete ‘‘During Day 2’’ and replace it with ‘‘On any Business Day’’ to accommodate the net-of-net settlement process. If the GCF Repo Transaction is between Netting Member counterparties effecting the transaction through the same clearing bank (i.e., intrabank), such clearing bank will process each substitution request of the provider of GCF Repo securities collateral submitted prior to the substitution deadline. Netting Members are able to substitute GCF Repo collateral during the day until such time as their new requirement for that day is fully satisfied and delivered to GSD. For a VerDate Sep<11>2014 17:29 Apr 26, 2016 Jkt 238001 GCF Repo Transaction that was processed on an interbank basis, FICC initiates a debit of the securities in the account of the lender through the FICC GCF Repo account at the clearing bank of the lender and the FICC GCF Repo account at the clearing bank of the borrower. This movement is done so that a borrower who elects to substitute collateral will have access to the collateral for which it is substituting. This is reflected in the Schedule of GCF Repo Timeframes as the timeframe of 7:30 a.m. through 2:30 p.m. Once the debit has settled, borrowers can submit substitution requests until the substitution deadline. (3) Proposed Changes Regarding the Net-of-Net Settlement Process As stated above, as part of the Triparty Reform effort, GCF Repo Transactions are no longer unwound in the sense of having a reversal of the activity of the previous day. Instead, new obligations and entitlements are netted with the previous day’s obligations and entitlements, thereby requiring settlement of only the differential between the previous day’s activity and the new activity. To illustrate, consider the scenario in which a Netting Member has on a Business Day a $100 million delivery obligation to FICC, and on the following Business Day, the same Netting Member has a $110 million delivery obligation to FICC in the same Generic CUSIP Number. Prior to the net-of-net implementation, to unwind the first Business Day’s transaction, FICC would have returned the $100 million on the second Business Day, and the Netting Member would have also been required to deliver the $110 million on that Business Day to FICC. However, after net-of-net implementation, on the second Business Day, FICC’s return of $100 million to the Netting Member is netted against the Netting Member’s obligation to deliver $110 million to FICC, such that the Netting Member is only required to deliver the additional $10 million to FICC. The net-of-net settlement process was implemented by the clearing banks in 2014–2015 and it became FICC’s practice at that time. Thus, FICC is proposing to revise the references in Rule 20 to accurately reflect the net-ofnet settlement process. Some of the proposed rule changes necessary to reflect the net-of-net settlement process have already been discussed above. In addition to the changes in this regard discussed above, FICC is proposing to delete the ‘‘Day 1/ Day 2’’ terminology in Section 3 of GSD Rule 20, delete terminology pertaining PO 00000 Frm 00143 Fmt 4703 Sfmt 4703 24925 to ‘‘reversal’’ of obligations, and insert terminology regarding ‘‘netting’’ of obligations. (4) Proposed Changes Regarding the Technical Changes The technical clean-up changes will not affect Netting Members because these changes do not change the meaning of the GSD Rules as they apply to such Members. iv. Any Significant Problems Known to FICC That Netting Members Are Likely To Have in Complying With the Proposed Rule Change FICC does not believe that Netting Members will have problems in complying with the proposed rule changes that permanently adopt the 2015 Pilot and the net-of-net settlement process because these changes are already in effect and reflect current practice. In addition, FICC is not aware of any problems that Netting Members have in complying with these provisions today. FICC does not believe that Netting Members will have a problem complying with the technical changes because they do not change the manner in which the Rules apply to such Members. v. Detailed Description of the Proposed Rule Changes in Exhibit 5 The proposed rule changes are as follows: (1) Proposed Changes to Rule 1 The term ‘‘GCF Collateral Excess Account’’ means an account established by a GCF Custodian Bank in the name of the Corporation to hold securities it credits to the GCF Securities Account the Corporation establishes for another GCF Clearing Agent Bank. (2) Proposed Changes to Rule 20 Section 3 (a) References to ‘‘Day 1’’ and ‘‘Day 2’’ are proposed to be replaced with references to ‘‘particular’’ or ‘‘next’’ Business Days in order to accommodate the net-of-net settlement clarification. Additional drafting changes are reflected, where necessary, to add clarity to this change. (b) A new paragraph has been added to reflect the collateral substitution process. (c) The second sentence of the fifth paragraph has been moved to the end of the paragraph for ease of reading. This change also necessitates the deletion of the last sentence of the existing paragraph, which reads as follows: ‘‘subject to the provisions of the second sentence of this paragraph’’. E:\FR\FM\27APN1.SGM 27APN1 24926 Federal Register / Vol. 81, No. 81 / Wednesday, April 27, 2016 / Notices (d) The seventh paragraph has been amended to delete the reference to ‘‘the morning of Day 2’’ and replace such reference with ‘‘a particular Business Day at a time established by the Corporation. . . .’’ This change reflects that the NFE process is no longer in the morning and also further accommodates the net-of-net settlement clarification. (3) Proposed Change to Rule 20 Section 7 Rule 20 Section 7 is proposed to be amended to reflect the following technical clean-up changes: (a) The term ‘‘Security’’ has been changed to ‘‘security’’ in order to conform to the use of ‘‘security’’ throughout this section. (b) The term ‘‘GCF Collateral Excess Account’’ was inadvertently not included in the Rules thus, it is being introduced in this section in order to add clarity. This term is defined in Rule 1 as ‘‘the account established by a GCF Custodian Bank in the name of the Corporation to hold securities it credits to the GCF Securities Account the Corporation establishes for another GCF Clearing Bank.’’ (4) Proposed Changes to the Schedule of GCF Timeframes The Schedule of GCF Timeframes is proposed to be amended as follows: (a) To delete the 7:30 a.m. deadline for the return of collateral and replace it with a 3:30 p.m. time at which the net-of-net settlement process occurs. (b) To add the 7:30 a.m. through 2:30 p.m. timeframe for the facilitation of interbank collateral substitutions. (c) To change the cut-off time for GCF Repo Transaction submission from 3:35 p.m. to 3:00 p.m. and to also make 3:00 p.m. the deadline for Dealer trade affirmation or disaffirmation and to state that all unaffirmed trades will be automatically affirmed by FICC, that FICC will notify banks and Dealers of final positions and that collateral allocations begin. (d) To delete the 3:45 p.m. deadline (all of whose processes are now referenced at the 3:00 p.m. timeframe). asabaliauskas on DSK3SPTVN1PROD with NOTICES 2. Statutory Basis This proposed rule change is designed to: (1) Permanently adopt the rules in the 2015 Pilot Program; (2) incorporate language into the GSD Rules to reflect the net-of-net settlement process; and (3) make technical changes to the GSD Rules. The 2015 Pilot Program has already been approved by the Commission as consistent with the VerDate Sep<11>2014 17:29 Apr 26, 2016 Jkt 238001 Act.28 The rules adopted in the 2015 Pilot Program were intended to advance the TPR’s Tri-Party Reform recommendations to make the tri-party repo industry safer by moving the morning unwind process to the afternoon in an effort to ensure that such transactions are collateralized all day, thereby limiting the amount of intraday credit that is extended by clearing banks during the day. Permanently adopting these rules will serve to minimize systemic risk and bring certainty to market participants. Accordingly, the permanent adoption the 2015 Pilot Program rules will help to protect investors and the public interest, and help to assure the safeguarding of securities and funds which are in FICC’s custody or control or for which FICC is responsible, consistent with Section 17A(b)(3)(F) of the Exchange Act.29 Permanently adopting these rules will also avoid the need for FICC to renew the pilot program annually. Codifying the net-of-net settlement process in the GSD Rules constitutes no change to FICC’s current operations because the net-of-net settlement process was implemented by the clearing banks in 2014–2015. Changing the GSD Rules to reflect the net-of-net settlement process will eliminate obsolete language from the GSD Rules. Similarly, the technical changes proposed in this filing will make nonsubstantive corrections that will clarify the GSD Rules. Accordingly, the changes related to the net-of-net settlement process and the technical changes to the GSD Rules will provide for a more well-founded and transparent legal framework for FICC’s activities, consistent with Exchange Act Rule 17Ad–22(d)(1).30 (B) Clearing Agency’s Statement on Burden on Competition FICC does not believe that the proposed rule change would impose any burden on competition. The proposed changes apply to all Netting Members participating in the GCF Repo service and reflect industry reform efforts that apply to similar transactions outside of FICC. (C) Clearing Agency’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments on the proposed rule change have not yet been solicited 28 Securities Exchange Act Release No. 34–75258 (June 22, 2015), 80 FR 36879 (June 26, 2015) (SR– FICC–2015–002); 15 U.S.C. 78a et seq. 29 15 U.S.C. 78q–1(b)(3)(F). 30 17 CFR 240.17Ad–22(d)(1). PO 00000 Frm 00144 Fmt 4703 Sfmt 4703 or received. FICC will notify the Commission of any written comments received by FICC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change; or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml) or • Send an email to rule-comments@ sec.gov. Please include File Number SR– FICC–2016–001 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–FICC–2016–001. 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 Web site (https://www.sec.gov/ rules/sro.shtml). 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 Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official E:\FR\FM\27APN1.SGM 27APN1 24927 Federal Register / Vol. 81, No. 81 / Wednesday, April 27, 2016 / Notices business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filings also will be available for inspection and copying at the principal office of FICC and on FICC’s Web site at https://www.dtcc.com/legal/sec-rulefilings.aspx. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–FICC–2016–001 and should be submitted on or before May 18, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.31 Brent J. Fields, Secretary. [FR Doc. 2016–09718 Filed 4–26–16; 8:45 am] BILLING CODE 8011–01–P SOCIAL SECURITY ADMINISTRATION [Docket No: SSA–2016–0018] Agency Information Collection Activities: Proposed Request The Social Security Administration (SSA) publishes a list of information collection packages requiring clearance by the Office of Management and Budget (OMB) in compliance with Public Law 104–13, the Paperwork Reduction Act of 1995, effective October 1, 1995. This notice includes a new information collection and a revision of an OMB-approved information collection. SSA is soliciting comments on the accuracy of the agency’s burden estimate; the need for the information; its practical utility; ways to enhance its quality, utility, and clarity; and ways to minimize burden on respondents, including the use of automated collection techniques or other forms of information technology. Mail, email, or fax your comments and recommendations on the information collection(s) to the OMB Desk Officer and SSA Reports Clearance Officer at the following addresses or fax numbers. (OMB) Office of Management and Budget, Attn: Desk Officer for SSA, Fax: 202–395–6974, Email address: OIRA_Submission@omb.eop.gov (SSA) Social Security Administration, OLCA, Attn: Reports Clearance Director, 3100 West High Rise, 6401 Security Blvd., Baltimore, MD 21235, Fax: 410–966–2830, Email address: OR.Reports.Clearance@ssa.gov Or you may submit your comments online through www.regulations.gov, referencing Docket ID Number [SSA– 2016–0018]. I. The information collections below are pending at SSA. SSA will submit them to OMB within 60 days from the date of this notice. To be sure we consider your comments, we must receive them no later than June 27, 2016. Individuals can obtain copies of the collection instruments by writing to the above email address. 1. Report of Adult FunctioningEmployer—20 CFR 404.1512 and 20 CFR 416.912—0960—NEW. Section 205(a), 223(d)(5)(A), 1631(d)(1), and 1631(e)(1) of the Social Security Act (Act) require claimants applying for Social Security Disability Insurance (SSDI) or Supplemental Security Income (SSI) benefits to provide SSA with medical and other evidence of their disability. 20 CFR 404.1512 and 20 CFR 416.912 of the Code of Federal Regulations provides detailed requirements of the types of evidence Social Security disability claimants and beneficiaries must provide showing how their impairment(s) affects their ability to work (e.g., evidence of age, education and training, work experience, daily activities, efforts to work, and any other evidence). Past employers familiar with the claimant’s ability to perform work activities complete Form SSA–385–BK, Report of Adult Functioning-Employer to provide SSA with information about the employees day-to-day functioning in the work setting. SSA and Disability Determination Services use the information Form SSA–3385–BK collects as the basis to determine eligibility or continued eligibility for disability benefits. The respondents are claimants’ past employers. Type of Request: This is a new information collection. Modality of completion Number of respondents Frequency of response Average burden per response (minutes) Estimated total annual burden (hours) SSA–3385–BK ................................................................................................. 3,900 1 20 1,300 asabaliauskas on DSK3SPTVN1PROD with NOTICES 2. Work Incentives Planning and Assistance Program—0960–0629. As part of SSA’s strategy to assist SSDI beneficiaries and SSI recipients who wish to return to work and achieve selfsufficiency, SSA established the Work Incentives Planning and Assistance (WIPA) program. This community based, work incentive, planning and assistance project collects identifying claimant information via project sites and community work incentives coordinators (CWIC). SSA uses this information to ensure proper management of the project, with particular emphasis on administration, budgeting, and training. In addition, project sites and CWIC’s collect data from SSDI beneficiaries and SSI recipients on background employment, training, benefits, and work incentives. SSA is interested in identifying SSDI beneficiary and SSI recipient outcomes under the WIPA program, to determine Number of respondents Modality of completion Small WIPA Site (under 150 beneficiaries served) ......................................... Medium WIPA Site (150–599 beneficiaries served) ........................................ 31 17 the extent to which beneficiaries with disabilities and SSI recipients achieve their employment, financial, and healthcare goals. SSA will also use the data in its analysis for future planning for SSDI and SSI programs. Respondents are SSDI beneficiaries, SSI recipients, community project sites, and employment advisors. Type of Request: Revision of an OMBapproved information collection. Average burden per response (minutes) Frequency of response 4,800 7,500 1 1 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:29 Apr 26, 2016 Jkt 238001 PO 00000 Frm 00145 Fmt 4703 Sfmt 4703 E:\FR\FM\27APN1.SGM 27APN1 20 20 Estimated total annual burden (hours) 1,600 2,500

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 81, Number 81 (Wednesday, April 27, 2016)]
[Notices]
[Pages 24922-24927]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-09718]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77675; File No. SR-FICC-2016-001]

Self-Regulatory Organizations; Fixed Income Clearing Corporation;
Notice of Filing of Proposed Rule Change Relating to the GCF
Repo[supreg] Service

April 21, 2016.
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 April 19, 2016, the Fixed Income Clearing Corporation (``FICC'' or
the ``Corporation'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared primarily by FICC. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change

The proposed rule change consists of amendments to the Government
Securities Division (``GSD'') Rulebook \3\ (``GSD Rules'') in order to:
(1) Permanently adopt the pilot program (the ``2015 Pilot Program'')
\4\ that is currently in effect for the GCF Repo[supreg] \5\ service
and that is scheduled to expire on June 22, 2016; (2) add clarifying
rule changes regarding a process that is currently in effect with
respect to the GCF Repo service and that FICC refers to as the ``net-
of-net'' settlement process; and (3) make technical changes to the GSD
Rules. The proposed rule changes consist of changes to GSD Rule 1, GSD
Rule 20 and the Schedule of GCF Timeframes.
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\3\ The GSD Rulebook is available at DTCC's Web site,
www.dtcc.com/legal/rules-and-procedures.aspx.
\4\ Securities Exchange Act Release No. 34-75258 (June 22,
2015), 80 FR 36879 (June 26, 2015) (SR-FICC-2015-002).
\5\ GCF Repo is a registered trademark of FICC/DTCC.
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Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to those terms in the GSD Rules.

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

i. Background: Description of the GCF Repo Service and History
(1) Development of the GCF Repo Service
The GCF Repo service was developed as part of a collaborative
effort among the Government Securities Clearing Corporation (``GSCC'')
(FICC's predecessor), its two clearing banks (The Bank of New York
Mellon (``BNY'') and JPMorgan Chase Bank, National Association
(``Chase'')) and industry representatives. GSCC introduced the GCF Repo
service on an intra-clearing bank basis in 1998.\6\ Under the intrabank
service, Dealers \7\ could only engage in GCF Repo Transactions \8\
with other Dealers that cleared at the same clearing bank.
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\6\ Securities Exchange Act Release No. 34-40623 (October 30,
1998) 63 FR 59831 (November 5, 1998) (SR-GSCC-98-02).
\7\ Pursuant to the GSD Rules, the term ``Dealer'' means a
member that is a registered Government Securities Dealer. GSD Rule
1, Definitions.
\8\ Pursuant to the GSD Rules, the term ``GCF Repo Transaction''
means a Repo Transaction involving Generic CUSIP Numbers the data on
which are submitted to the Corporation on a Locked-In-Trade basis
pursuant to the provisions of Rule 6C, for netting and settlement by
the Corporation pursuant to the provisions of Rule 20. GSD Rule 1,
Definitions.
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Currently, the GCF Repo service allows Netting Members \9\ that
participate in the service to trade general collateral repos \10\
throughout the day without requiring intra-day, trade-for-trade
settlement on a delivery-versus-payment (``DVP'') basis. The service
allows Dealers to trade such general collateral repos, based on rate
and term, throughout the day with Inter-Dealer Broker Netting Members
\11\ on a blind basis. Standardized Generic CUSIP Numbers \12\ have
been established exclusively for GCF Repo

[[Page 24923]]

processing and are used to specify the acceptable type of underlying
Fedwire book-entry eligible collateral, which includes Treasuries,
Agencies and certain mortgage-backed securities.
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\9\ Pursuant to the GSD Rules, the term ``Netting Member'' means
a Member that is a Member of the Comparison System and the Netting
System. GSD Rule 1, Definitions.
\10\ A general collateral repo is a repo in which the underlying
securities collateral is nonspecific, general collateral whose
identification is at the option of the seller. This is in contrast
to a specific collateral repo.
\11\ Pursuant to the GSD Rules, the term ``Inter-Dealer Broker
Netting Member'' shall have the meaning set forth in Section 2 of
Rule 2A. GSD Rule 1, Definitions.
\12\ Pursuant to the GSD Rules, the term ``Generic CUSIP
Number'' means a Committee on Uniform Securities Identification
Procedures identifying number established for a category of
securities, as opposed to a specific security. The Corporation shall
use separate Generic CUSIP Numbers for General Collateral Repo
Transactions and GCF Repo Transactions. GSD Rule 1, Definitions.
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(2) Creation of the Interbank Version of the GCF Repo Service
In 1999, GSCC expanded the GCF Repo service to permit Dealers to
engage in GCF Repo trading on an inter-clearing bank basis, meaning
that Dealers using different clearing banks could enter into GCF Repo
Transactions (on a blind brokered basis).\13\ Because Dealers that
participate in the GCF Repo service do not all clear at the same
clearing bank, introducing the service as an interbank service
necessitated the establishment of a mechanism to permit after-hours
movements of securities between the two clearing banks to deal with the
fact that GSCC would likely have unbalanced net GCF securities and cash
positions within each clearing bank (meaning that, it is likely that at
the end of GCF Repo processing each business day, the Dealers in one
clearing bank will be net funds borrowers, while the Dealers at the
other clearing bank will be net funds lenders). To address this issue,
GSCC and its clearing banks established, and the Commission approved, a
legal mechanism by which securities would ``move'' across the clearing
banks without the use of the securities Fedwire.\14\ Therefore, at the
end of the day, after the GCF Net Settlement Position \15\ results are
produced, securities are pledged via a tri-party-like mechanism and the
interbank cash component is moved via Fedwire. In the morning, the
pledges are unwound (meaning that funds are returned to the net funds
lenders and securities are returned to the net funds borrowers).
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\13\ Securities Exchange Act Release No. 34-41303 (April 16,
1999) 64 FR 20346 (April 26, 1999) (SR-GSCC-99-01).
\14\ See id. for a detailed description of the clearing bank and
FICC accounts needed to effect the after hour movement of
securities. It should be noted that movements of cash do not present
the same issue because the cash Fedwire is open later than the
securities Fedwire.
\15\ Pursuant to the GSD Rules, the term ``GCF Net Settlement
Position'' means, on a particular Business Day as regards a Netting
Member's GCF Repo Transaction activity in a particular Generic CUSIP
Number, either a GCF Net Funds Lender Position or a GCF Net Funds
Borrower Position, as the context requires. See GSD Rule 1,
Definitions.
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The following simplified example illustrates the manner in which
the GCF Repo services works on an interbank basis:
Assume that Dealer B clears at BNY and Dealer C clears at Chase.
Further assume that: (i) Outside of FICC, Dealer B engages in a tri-
party repo transaction with Party X to obtain funds and seeks to invest
such funds via a GCF Repo Transaction, (ii) outside of FICC, Dealer C
engages in a DVP repo with Party Y to buy securities and seeks to
finance these securities via a GCF Repo Transaction, and (iii) Dealer B
and Dealer C enter into a GCF Repo Transaction (on a blind basis via a
GCF Repo broker) and submit the trade details to FICC.
At the end of ``Day 1'', GCF Repo collateral must be allocated,
i.e., Dealer B must receive the securities. However, the securities
that Dealer B is to receive are at Chase and the securities Fedwire is
closed. The after-hours movement mechanism permits the securities to be
``sent'' to Dealer B as follows: FICC will instruct Chase to allocate
to a special FICC clearance account at Chase securities in an amount
equal to the net short securities position.
FICC has established on its own books and records two ``securities
accounts'' as defined in Article 8 of the New York Uniform Commercial
Code, one in the name of Chase (``FICC Account for Chase'') and one in
the name of BNY (``FICC Account for BNY''). The FICC Account for Chase
is comprised of the securities in FICC's special clearance account
maintained by BNY (``FICC Special Clearance Account at BNY for
Chase''), and the FICC Account for BNY is comprised of the securities
in FICC's special clearance account maintained by Chase (``FICC Special
Clearance Account at Chase for BNY'').\16\ The establishment of these
securities accounts by FICC in the name of the clearing banks enables
the bank that is in the net long securities position to ``receive''
securities by pledge after the close of the securities Fedwire. Once
the clearing bank has ``received'' the securities by pledge, it can
credit them by book-entry to a FICC GCF Repo account at that clearing
bank and then to the Dealers that clear at that bank that are net long
the securities in connection with GCF Repo trades.
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\16\ FICC has appointed Chase as its agent to maintain FICC's
books and records with respect to the BNY securities account, and
FICC has appointed BNY as its agent to maintain FICC's books and
records with respect to the Chase securities account.
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In the example, Chase, as agent for FICC, will transmit to BNY a
description of the securities in the FICC Special Clearance Account at
Chase for BNY. Based on this description, BNY will transfer funds equal
to the funds borrowed position to the FICC GCF Repo account at Chase.
Upon receipt of the funds by Chase, Chase will release any liens it may
have on the FICC Special Clearance Account at Chase for BNY, and FICC
will release any liens it may have on FICC Account for BNY (both of
these accounts being comprised of the same securities). BNY will credit
the securities in the FICC Account for BNY to FICC's GCF Repo account
at BNY, and BNY will further credit these securities to Dealer B, who,
as noted, is in a net long securities position. In the morning of ``Day
2,'' all securities and funds movements occurring on Day 1, are
reversed (``unwind'').
(3) Issues With Morning Unwind Process
In 2003, FICC shifted the GCF Repo service back to intrabank status
only.\17\ By that time, the service had grown significantly in
participation and volume. However, with the increase in use of the
interbank service, certain payments systems risk issues arose from the
inter-bank funds settlements related to the service, namely, the large
interbank funds movement in the morning. FICC shifted the service back
to intrabank status to enable management to study the issues presented
and identify a satisfactory solution for bringing the service back to
interbank status.
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\17\ Securities Exchange Act Release No. 34-48006 (June 10,
2003), 66 FR 35745 (June 16, 2003) (SR-FICC-2003-04).
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(4) The NFE Filing and Restoration of Service to Interbank Status
In 2007, FICC submitted a rule filing to address the issues raised
by the interbank morning funds movement and return the GCF Repo service
to interbank status (the ``2007 NFE Filing'').\18\ The 2007 NFE Filing
addressed these issues by using a hold against a Dealer's ``net free
equity'' (``NFE'') at the clearing bank to collateralize its GCF Repo
cash obligation to FICC on an intraday basis.\19\
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\18\ Securities Exchange Act Release No. 34-57652 (April 11,
2008), 73 FR 20999 (April 17, 2008) (SR-FICC-2007-08).
\19\ NFE is a methodology that clearing banks use to determine
whether an account holder (such as a dealer) has sufficient
collateral to enter a specific transaction. NFE allows the clearing
bank to place a limit on its customer's activity by calculating a
value on the customer's balances at the bank. Bank customers have
the ability to monitor their NFE balance throughout the day.
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ii. Annual Pilot Program, and Reasons for Adopting the Pilot Program
Permanently
In July 2011, FICC submitted a rule filing to the Commission (SR-
FICC-2011-05) \20\ proposing to make certain

[[Page 24924]]

changes to its GCF Repo service in order to comply with the
recommendations that had been made by the Tri-party Repo Infrastructure
Reform Task Force (``TPR''),\21\ an industry group formed and sponsored
by the Federal Reserve Bank of New York to advance tri-party repo
reform recommendations.\22\ Because the GCF Repo service operates as a
tri-party mechanism, FICC was requested to incorporate changes to the
GCF Repo service to align the service with the other TPR recommended
changes for the overall tri-party market. In SR-FICC-2011-05, FICC
proposed the following rule changes with respect to the GCF Repo
service to address the TPR's Recommendations:
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\20\ Securities Exchange Act Release No. 34-65213 (August 29,
2011), 76 FR 54824 (September 2, 2011) (SR-FICC-2011-05).
\21\ Information about the Federal Reserve's Tri-party Repo
Infrastructure Reform is available via https://www.newyorkfed.org/banking/tpr_infr_reform.html.
\22\ The main purpose of the TPR was to develop recommendations
to address the risk presented by tri-party repo transactions due to
the morning reversal or ``unwind'' process and to move to a process
by which transactions are collateralized all day. The TPR's efforts
shall hereinafter be referred to as ``Tri-party Reform.''
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(1) (a) To move the Day 2 unwind from 7:30 a.m. to 3:30 p.m., (b)
to move the NFE process from morning to a time established by the
Corporation as announced by notice to all members, (c) to move the cut-
off time of GCF Repo submissions from 3:35 p.m. to 3:00 p.m., and (d)
to move the cut-off time for dealer affirmation or disaffirmation from
3:45 p.m. to 3:00 p.m.; and
(2) To establish rules for intraday GCF Repo collateral
substitutions.
The rule changes described in SR-FICC-2011-05 were proposed to be
run as a pilot program for one year starting from the date on which the
filing was approved by the Commission (the ``2011 Pilot Program'').\23\
Throughout 2011 and the earlier half of 2012, FICC implemented the
changes referred to in paragraphs (1)(c) and (1)(d) above. On June 8,
2012, FICC submitted a rule filing to continue the 2011 Pilot Program,
with certain modifications (the ``2012 Pilot Program'').\24\
Specifically, the 2012 Pilot Program adopted the following additional
changes: (1) The cut-off time for GCF Repo trade submissions was moved
from 3:35 p.m. to 3:00 p.m.; (2) the 3:45 p.m. cut-off time for Dealer
affirmation or disaffirmation was moved from 3:45 p.m. to 3:00 p.m.;
(3) Rule 20 Section 3 was amended to delete the reference to the
``morning'' timeframe on Day 2 with respect to the NFE process and to
add language referencing ``at the time established by the
Corporation''; (4) Rule 20 Section 3 was amended to provide that all
requests for GCF Repo securities collateral substitutions must be
submitted by the GCF Repo securities collateral provider by the
applicable deadline on Day 2 (the ``substitution deadline''); (5) Rule
20 Section 7 was amended to change references to the term ``Security''
to ``security'' to conform to the use of ``security'' throughout the
rule; and (6) a defined term for ``GCF Collateral Excess Account'' was
introduced into the GSD Rules. For the next 3 years after that, FICC
submitted and the Commission approved rule filings to extend the pilot
while the industry was implementing Tri-Party Reform and adapting to
the changes brought about by Tri-Party Reform.\25\
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\23\ Securities Exchange Act Release No. 34-65213 (August 29,
2011), 76 FR 54824 (September 2, 2011) (SR-FICC-2011-05).
\24\ Securities Exchange Release No. 34-67621 (August 8, 2012),
77 FR 48572 (August 14, 2012) (SR-FICC-2012-05).
\25\ Securities Exchange Act Release No. 34-70068 (July 30,
2013), 78 FR 47453 (August 5, 2013) (SR-FICC-2013-06); Securities
Exchange Act Release No. 34-72457 (June 24, 2014), 79 FR 36856 (June
30, 2014) (SR-FICC-2014-02); and Securities Exchange Act Release No.
34-75258 (June 22, 2015), 80 FR 36879 (SR-FICC-2015-002).
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FICC is seeking the Commission's approval to permanently adopt the
rule changes associated with the 2015 Pilot Program, which expires on
June 22, 2016. In addition, FICC is also seeking to add a clarification
to the GSD Rules to reflect the net-of-net settlement process in the
GCF Repo service, as further explained below. The net-of-net settlement
clarification is also a result of Tri-Party Reform and reflects current
practice at the GSD. FICC would like to permanently adopt these changes
because there is no longer a need to keep extending the pilot. The rule
changes associated with the pilot have been in place since 2011 with
certain additional modifications that were made in connection with the
2012 Pilot Program, and Netting Members are accustomed to them; this is
also the case with the net-of-net settlement changes, which came into
effect when the clearing banks implemented this process in 2014 and
2015. This change required no operational changes on the part of FICC;
however, FICC is proposing to make changes to the GSD Rules in an
effort to ensure that the Rules reflect the current net-of-net
settlement process. Any future changes that arise as a result of Tri-
Party Reform will constitute stand-alone rule changes and are not
expected to affect the rule changes covered in this present filing.
In addition to the above, FICC is also proposing to amend the GSD
Rules to include technical clean-up changes to the GSD Rules.
iii. The Manner in Which the Proposed Rule Change Will Affect GSD
Netting Members
FICC does not believe that the permanent adoption of the rule
changes associated with the 2015 Pilot Program will affect Netting
Members because the proposed rule changes have been in place since the
approval of the 2011 and 2012 pilot-related filings.\26\ In addition,
FICC does not believe that the inclusion of the rule changes associated
with the net-of-net settlement will affect Netting Members because
these changes are also in effect and reflect current practice.
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\26\ See footnotes 23 and 24 above.
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The proposed technical changes will not affect Netting Members
because they do not change the existing meaning of the GSD Rules.
These rule changes are as follows:
(1) Proposed Change Regarding the Morning Unwind and Related Rule
Changes
At the beginning of the Tri-Party Reform effort, the TPR
recommended that the daily unwind \27\ for all tri-party transactions
be moved from the morning to 3:30 p.m. The TPR made this recommendation
in order to achieve the benefit of reducing the banks' intraday
exposure to the Dealers. Because the GCF Repo service is essentially a
tri-party mechanism, the TPR requested that FICC accommodate this time
change. For the GSD Rules, this necessitated a change to the GSD's
Schedule of GCF Timeframes. Specifically, the 7:30 a.m. time in the
Schedule of GCF Timeframes was deleted and the language therein was
moved to a new time of 3:30 p.m. Because the net-of-net settlement
process has now replaced the unwind, as further described below, FICC
is further amending the language for the 3:30 p.m. time slot to reflect
the net-of-net settlement process.
---------------------------------------------------------------------------

\27\ See footnote 22 above.
---------------------------------------------------------------------------

At the same time as the change to the time of the unwind needed to
be made, GSD was also required to make an additional change to its
processes in conjunction with the move of the unwind to 3:30 p.m. As
noted above, the NFE process works in conjunction with the unwind. The
process utilizes a hold against a Netting Member's NFE at the clearing
bank to collateralize the Netting Member's GCF Repo cash obligation to
FICC on an intraday basis. As part of Tri-Party Reform, because the
unwind moved from the morning to 3:30 p.m. and because the NFE process
was tied to the moment of the unwind, the NFE process also was required
to move to coincide with the new time. As part of

[[Page 24925]]

the pilot, the necessary rule change was made to the paragraph in
Section 3 of GSD Rule 20 that addresses the NFE process to delete the
reference to the ``morning'' timeframe and to replace it with general
language referencing ``at the time established by the Corporation.''
Because the net-of-net settlement process has now replaced the unwind,
as further described below, FICC is further amending the language in
the NFE paragraph to reflect the net-of-net settlement process by
deleting the reference to ``Day 2'' and replacing it with ``a
particular Business Day.''
The change to the time of the unwind also necessitated a change to
the cut-off time for GCF Repo trade submissions in the Schedule of GCF
Timeframes to an earlier time of 3:00 p.m. in order to allow FICC time
to submit files to the clearing banks which, in turn, provide files to
Netting Members by 3:30 p.m. This permits Netting Members to have a
complete picture of their positions as the unwind (now the net-of-net)
occurs at 3:30 p.m. In addition, the 3:45 p.m. cut-off for Dealer
affirmation or disaffirmation in the Schedule of GCF Timeframes was
moved to 3:00 p.m. so that the new 3:00 p.m. cut-off for submissions
also became the cut-off for Dealer affirmations and disaffirmations.
(2) Proposed Change Regarding Intraday GCF Repo Securities Collateral
Substitutions
As a result of moving the time change of the unwind (which is now
the net-of-net settlement process) to 3:30 p.m., the provider of the
GCF Repo securities collateral needs a substitution mechanism for the
return of its posted collateral in order to make securities deliveries
for utilization of such securities in its business activities. The 2015
Pilot Program rule filing (and the previous pilot filings) added a
paragraph to Section 3 of Rule 20 to accommodate intraday substitution
of collateral. In this filing FICC is further amending this paragraph
in Section 3 of Rule 20 to delete ``During Day 2'' and replace it with
``On any Business Day'' to accommodate the net-of-net settlement
process.
If the GCF Repo Transaction is between Netting Member
counterparties effecting the transaction through the same clearing bank
(i.e., intrabank), such clearing bank will process each substitution
request of the provider of GCF Repo securities collateral submitted
prior to the substitution deadline. Netting Members are able to
substitute GCF Repo collateral during the day until such time as their
new requirement for that day is fully satisfied and delivered to GSD.
For a GCF Repo Transaction that was processed on an interbank basis,
FICC initiates a debit of the securities in the account of the lender
through the FICC GCF Repo account at the clearing bank of the lender
and the FICC GCF Repo account at the clearing bank of the borrower.
This movement is done so that a borrower who elects to substitute
collateral will have access to the collateral for which it is
substituting. This is reflected in the Schedule of GCF Repo Timeframes
as the timeframe of 7:30 a.m. through 2:30 p.m. Once the debit has
settled, borrowers can submit substitution requests until the
substitution deadline.
(3) Proposed Changes Regarding the Net-of-Net Settlement Process
As stated above, as part of the Tri-party Reform effort, GCF Repo
Transactions are no longer unwound in the sense of having a reversal of
the activity of the previous day. Instead, new obligations and
entitlements are netted with the previous day's obligations and
entitlements, thereby requiring settlement of only the differential
between the previous day's activity and the new activity. To
illustrate, consider the scenario in which a Netting Member has on a
Business Day a $100 million delivery obligation to FICC, and on the
following Business Day, the same Netting Member has a $110 million
delivery obligation to FICC in the same Generic CUSIP Number. Prior to
the net-of-net implementation, to unwind the first Business Day's
transaction, FICC would have returned the $100 million on the second
Business Day, and the Netting Member would have also been required to
deliver the $110 million on that Business Day to FICC. However, after
net-of-net implementation, on the second Business Day, FICC's return of
$100 million to the Netting Member is netted against the Netting
Member's obligation to deliver $110 million to FICC, such that the
Netting Member is only required to deliver the additional $10 million
to FICC.
The net-of-net settlement process was implemented by the clearing
banks in 2014-2015 and it became FICC's practice at that time. Thus,
FICC is proposing to revise the references in Rule 20 to accurately
reflect the net-of-net settlement process.
Some of the proposed rule changes necessary to reflect the net-of-
net settlement process have already been discussed above. In addition
to the changes in this regard discussed above, FICC is proposing to
delete the ``Day 1/Day 2'' terminology in Section 3 of GSD Rule 20,
delete terminology pertaining to ``reversal'' of obligations, and
insert terminology regarding ``netting'' of obligations.
(4) Proposed Changes Regarding the Technical Changes
The technical clean-up changes will not affect Netting Members
because these changes do not change the meaning of the GSD Rules as
they apply to such Members.
iv. Any Significant Problems Known to FICC That Netting Members Are
Likely To Have in Complying With the Proposed Rule Change
FICC does not believe that Netting Members will have problems in
complying with the proposed rule changes that permanently adopt the
2015 Pilot and the net-of-net settlement process because these changes
are already in effect and reflect current practice. In addition, FICC
is not aware of any problems that Netting Members have in complying
with these provisions today. FICC does not believe that Netting Members
will have a problem complying with the technical changes because they
do not change the manner in which the Rules apply to such Members.
v. Detailed Description of the Proposed Rule Changes in Exhibit 5
The proposed rule changes are as follows:
(1) Proposed Changes to Rule 1
The term ``GCF Collateral Excess Account'' means an account
established by a GCF Custodian Bank in the name of the Corporation to
hold securities it credits to the GCF Securities Account the
Corporation establishes for another GCF Clearing Agent Bank.
(2) Proposed Changes to Rule 20 Section 3
(a) References to ``Day 1'' and ``Day 2'' are proposed to be
replaced with references to ``particular'' or ``next'' Business Days in
order to accommodate the net-of-net settlement clarification.
Additional drafting changes are reflected, where necessary, to add
clarity to this change.
(b) A new paragraph has been added to reflect the collateral
substitution process.
(c) The second sentence of the fifth paragraph has been moved to
the end of the paragraph for ease of reading. This change also
necessitates the deletion of the last sentence of the existing
paragraph, which reads as follows: ``subject to the provisions of the
second sentence of this paragraph''.

[[Page 24926]]

(d) The seventh paragraph has been amended to delete the reference
to ``the morning of Day 2'' and replace such reference with ``a
particular Business Day at a time established by the Corporation. . .
.'' This change reflects that the NFE process is no longer in the
morning and also further accommodates the net-of-net settlement
clarification.
(3) Proposed Change to Rule 20 Section 7
Rule 20 Section 7 is proposed to be amended to reflect the
following technical clean-up changes:
(a) The term ``Security'' has been changed to ``security'' in order
to conform to the use of ``security'' throughout this section.
(b) The term ``GCF Collateral Excess Account'' was inadvertently
not included in the Rules thus, it is being introduced in this section
in order to add clarity. This term is defined in Rule 1 as ``the
account established by a GCF Custodian Bank in the name of the
Corporation to hold securities it credits to the GCF Securities Account
the Corporation establishes for another GCF Clearing Bank.''
(4) Proposed Changes to the Schedule of GCF Timeframes
The Schedule of GCF Timeframes is proposed to be amended as
follows:
(a) To delete the 7:30 a.m. deadline for the return of collateral
and replace it with a 3:30 p.m. time at which the net-of-net settlement
process occurs.
(b) To add the 7:30 a.m. through 2:30 p.m. timeframe for the
facilitation of interbank collateral substitutions.
(c) To change the cut-off time for GCF Repo Transaction submission
from 3:35 p.m. to 3:00 p.m. and to also make 3:00 p.m. the deadline for
Dealer trade affirmation or disaffirmation and to state that all
unaffirmed trades will be automatically affirmed by FICC, that FICC
will notify banks and Dealers of final positions and that collateral
allocations begin.
(d) To delete the 3:45 p.m. deadline (all of whose processes are
now referenced at the 3:00 p.m. timeframe).
2. Statutory Basis
This proposed rule change is designed to: (1) Permanently adopt the
rules in the 2015 Pilot Program; (2) incorporate language into the GSD
Rules to reflect the net-of-net settlement process; and (3) make
technical changes to the GSD Rules. The 2015 Pilot Program has already
been approved by the Commission as consistent with the Act.\28\ The
rules adopted in the 2015 Pilot Program were intended to advance the
TPR's Tri-Party Reform recommendations to make the tri-party repo
industry safer by moving the morning unwind process to the afternoon in
an effort to ensure that such transactions are collateralized all day,
thereby limiting the amount of intraday credit that is extended by
clearing banks during the day. Permanently adopting these rules will
serve to minimize systemic risk and bring certainty to market
participants. Accordingly, the permanent adoption the 2015 Pilot
Program rules will help to protect investors and the public interest,
and help to assure the safeguarding of securities and funds which are
in FICC's custody or control or for which FICC is responsible,
consistent with Section 17A(b)(3)(F) of the Exchange Act.\29\
Permanently adopting these rules will also avoid the need for FICC to
renew the pilot program annually.
---------------------------------------------------------------------------

\28\ Securities Exchange Act Release No. 34-75258 (June 22,
2015), 80 FR 36879 (June 26, 2015) (SR-FICC-2015-002); 15 U.S.C. 78a
et seq.
\29\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

Codifying the net-of-net settlement process in the GSD Rules
constitutes no change to FICC's current operations because the net-of-
net settlement process was implemented by the clearing banks in 2014-
2015. Changing the GSD Rules to reflect the net-of-net settlement
process will eliminate obsolete language from the GSD Rules. Similarly,
the technical changes proposed in this filing will make non-substantive
corrections that will clarify the GSD Rules. Accordingly, the changes
related to the net-of-net settlement process and the technical changes
to the GSD Rules will provide for a more well-founded and transparent
legal framework for FICC's activities, consistent with Exchange Act
Rule 17Ad-22(d)(1).\30\
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\30\ 17 CFR 240.17Ad-22(d)(1).
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(B) Clearing Agency's Statement on Burden on Competition

FICC does not believe that the proposed rule change would impose
any burden on competition. The proposed changes apply to all Netting
Members participating in the GCF Repo service and reflect industry
reform efforts that apply to similar transactions outside of FICC.

Written comments on the proposed rule change have not yet been
solicited or received. FICC will notify the Commission of any written
comments received by FICC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove the proposed rule change; or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml) or
Send an email to rule-comments@sec.gov. Please include
File Number SR-FICC-2016-001 on the subject line.

Paper Comments

Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-FICC-2016-001. 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 Web site (https://www.sec.gov/rules/sro.shtml). 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 Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official

[[Page 24927]]

business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
such filings also will be available for inspection and copying at the
principal office of FICC and on FICC's Web site at https://www.dtcc.com/legal/sec-rule-filings.aspx.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-FICC-2016-001
and should be submitted on or before May 18, 2016.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
---------------------------------------------------------------------------

\31\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-09718 Filed 4-26-16; 8:45 am]
BILLING CODE 8011-01-P

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