Self-Regulatory Organizations; The Depository Trust Company; National Securities Clearing Corporation; Fixed Income Clearing Corporation; Order Approving Proposed Rule Changes, as Modified by Amendments No. 1, To Adopt the Clearing Agency Policy on Capital Requirements and the Clearing Agency Capital Replenishment Plan, 32399-32402 [2017-14671]

Download as PDF Federal Register / Vol. 82, No. 133 / Thursday, July 13, 2017 / Notices above should allow the Exchanges to monitor the use of conference calls. Based on the foregoing, the Commission believes that the proposed rule changes present no novel regulatory issues and therefore finds the proposed rule changes to be consistent with the Act. The Commission believes that it is reasonable for NYSE and NYSE MKT to allow floor brokers to use personal cellular or wireless telephones on their equities Floors, subject to Exchange approval, registration requirements, and a regulatory framework similar to that which currently exists for use of Exchange authorized and Exchange provided portable telephones on their equities Floors, and for the use of personal cellular telephones on options floors, in compliance with Exchange Rules and federal securities laws. The Commission expects that the Exchanges will monitor compliance with Exchange rules by floor brokers using personal cellular or wireless telephones on the Floor and will inform the Commission if they encounter unanticipated difficulties in enforcing their rules, and make any subsequent changes to their rules to address these issues, or otherwise find that the use of personal telephones raises regulatory concerns. IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,37 that the proposed rule changes (SR–NYSE– 2017–07 and SR–NYSEMKT–2017–16), each as modified by their respective Amendment No. 1, be, and hereby are, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–14670 Filed 7–12–17; 8:45 am] sradovich on DSK3GMQ082PROD with NOTICES BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81105; File Nos. SR–DTC– 2017–003, SR–NSCC–2017–004, SR–FICC– 2017–007] Self-Regulatory Organizations; The Depository Trust Company; National Securities Clearing Corporation; Fixed Income Clearing Corporation; Order Approving Proposed Rule Changes, as Modified by Amendments No. 1, To Adopt the Clearing Agency Policy on Capital Requirements and the Clearing Agency Capital Replenishment Plan July 7, 2017. I. Introduction On April 6, 2017, The Depository Trust Company (‘‘DTC’’), National Securities Clearing Corporation (‘‘NSCC’’), and Fixed Income Clearing Corporation (‘‘FICC,’’ each a ‘‘Clearing Agency,’’ and collectively, the ‘‘Clearing Agencies’’), filed with the Securities and Exchange Commission (‘‘Commission’’) proposed rule changes SR–DTC–2017– 003, SR–NSCC–2017–004, and SR– FICC–2017–007, respectively, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder.2 On April 13, 2017, the Clearing Agencies each filed Amendment No. 1 to their respective proposed rule changes. Amendments No. 1 made technical corrections to each Exhibit 5 of the proposed rule change filings. The proposed rule changes, as modified by Amendments No. 1 (hereinafter, ‘‘Proposed Rule Changes’’), were published for comment in the Federal Register on April 25, 2017.3 The Commission did not receive any comment letters on the Proposed Rule Changes. For the reasons discussed below, the Commission approves the Proposed Rule Changes. II. Description of the Proposed Rule Changes The Proposed Rule Changes are proposals by the Clearing Agencies to adopt the Clearing Agency Policy on Capital Requirements (‘‘Policy’’) and the Clearing Agency Capital Replenishment Plan (‘‘Plan’’), as described below. A. Overview of the Policy The Policy is designed to provide the Clearing Agencies with a framework for holding sufficient liquid net assets (‘‘LNA’’) funded by equity to cover 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 Securities Exchange Act Release No. 80491 (April 19, 2017), 82 FR 19127 (April 25, 2017) (SR– DTC–2017–003, SR–NSCC–2017–004, SR–FICC– 2017–007) (‘‘Notice’’). 2 17 37 15 38 17 U.S.C. 78s(b)(2). CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:41 Jul 12, 2017 Jkt 241001 PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 32399 potential general business losses, as required under applicable regulatory standards.4 Pursuant to the Policy, the Clearing Agencies would hold LNA funded by equity in amounts designed to satisfy each Clearing Agency’s General Business Risk Capital Requirement and Credit Risk Capital Requirement, as described below. The sum of a Clearing Agency’s General Business Risk Capital Requirement and Credit Risk Capital Requirement constitutes its Total Capital Requirement. In addition to the Total Capital Requirement, the Policy would provide for the maintenance of an additional, discretionary amount of LNA funded by equity (i.e., a ‘‘Buffer’’), also described below. The Policy would describe how the Treasury group of The Depository Trust & Clearing Corporation (‘‘Treasury’’) 5 would monitor and manage the LNA funded by equity to satisfy the Total Capital Requirement at all times.6 More specifically, each Clearing Agency would manage its LNA funded by equity in a number of ways, including (i) taking steps to maintain an appropriate and sustainable level of profitability; (ii) maintaining the Buffer in addition to the Total Capital Requirement; (iii) taking steps to increase the amount of LNA funded by equity when necessary; and (iv) maintaining a viable plan for the replenishment of equity through the Plan.7 The Policy would further provide that DTCC would maintain insurance policies that cover certain potential Clearing Agency losses.8 1. General Business Risk Capital Requirement According to the Policy, each Clearing Agency would calculate the General Business Risk Capital Requirement by first calculating three separate amounts related to general business risk. Specifically, each Clearing Agency would calculate an amount based on (i) the Clearing Agency’s general business risk profile (‘‘Risk-Based Capital Requirement’’); 9 (ii) the time estimated 4 Notice, 82 FR at 19127; see also 17 CFR 240.17Ad–22(e)(15). 5 The Depository Trust & Clearing Corporation (‘‘DTCC’’) is the parent company of the Clearing Agencies. DTCC operates on a shared services model with respect to the Clearing Agencies. Most corporate functions are established and managed on an enterprise-wide basis pursuant to intercompany agreements under which it is generally DTCC that provides a relevant service to a Clearing Agency. 6 Notice, 82 FR 19128. 7 Notice, 82 FR 19128–19129. 8 Notice, 82 FR 19129. 9 Each Clearing Agency would calculate its RiskBased Capital Requirement by identifying the general business risk profile of that Clearing Agency through (i) analysis of business performance, key E:\FR\FM\13JYN1.SGM Continued 13JYN1 32400 Federal Register / Vol. 82, No. 133 / Thursday, July 13, 2017 / Notices sradovich on DSK3GMQ082PROD with NOTICES to execute a recovery or orderly winddown of the critical operations of the Clearing Agency (‘‘Recovery/Winddown Capital Requirement’’); 10 and (iii) an analysis of the Clearing Agency’s estimated operating expenses for a sixmonth period (‘‘Operating Expense Capital Requirement’’).11 The Clearing Agencies would calculate each of these three amounts annually.12 The greatest amount would constitute each Clearing Agency’s General Business Risk Capital Requirement.13 The Policy would require the Clearing Agencies to hold an amount of LNA funded by equity to meet the General Business Risk Capital Requirement in cash and cash equivalents, which are performance indicators, and market environment; and (ii) comparison of financial performance versus the Clearing Agency’s budget. Notice, 82 FR 19128. Under the Policy, business risks that make up a Clearing Agency’s general business risk profile would include, for example, the risk that revenues decline or expenses grow, the operational risks of deficiencies in its systems or disruptions to processing from internal or external events, or investment risk of loss of financial resources. Id. Treasury would then calculate the amount necessary to cover those potential general business losses so the Clearing Agency can continue operations and services if the losses materialize. Id. The sum of these amounts would constitute that Clearing Agency’s Risk-Based Capital Requirement. Id. 10 Each Clearing Agency would determine its Recovery/Wind-down Capital Requirement as the amount that each Clearing Agency’s Board of Directors (‘‘Board’’) deems sufficient to ensure a recovery or orderly wind-down of critical operations and services of the Clearing Agency. Notice, 82 FR 19128. On an annual basis, and in order to assist each Board in making its determination, Treasury would calculate the greater of (i) the estimated amount sufficient to ensure a recovery of critical operations and services of the Clearing Agency; and (ii) the estimated amount sufficient to ensure an orderly wind-down of critical operations and services of the Clearing Agency. Id. Under the Policy, the Treasury would make these calculations in consultation with and reference to the plans maintained by the Clearing Agencies that are developed by the Clearing Agencies in compliance with Rule 17Ad–22(e)(3)(ii) under the Act. Id.; see also 17 CFR 240.17Ad– 22(e)(3). The Commission granted the Clearing Agencies a temporary exemption from compliance with the recovery and wind-down plan requirements of Rule 17Ad–22(e)(3)(ii). See Securities Exchange Act Release No. 80378 (April 5, 2017) (S7–03–14). Until such time as the Clearing Agencies have recovery and wind-down plans that are approved by their Boards in anticipation of compliance with Rule 17Ad–22(e)(3)(ii), the Recovery/Wind-down Capital Requirement of each Clearing Agency would be assumed to be zero. Notice, 82 FR 19129. The General Business Risk Capital Requirement would therefore be the greater of the Risk-Based Capital Requirement and the Operating Expense Capital Requirement. 11 Notice, 82 FR 19128. 12 Id. 13 Treasury would annually determine the Operating Expense Capital Requirement of each Clearing Agency by calculating the greater of (i) six times the average monthly operating expense for that Clearing Agency, over the prior twelve-month period, and (ii) a prospective operating expense estimate based on forecasted expense data. Notice, 82 FR 19129. VerDate Sep<11>2014 17:41 Jul 12, 2017 Jkt 241001 highly liquid securities or bank deposits.14 The Policy also would require each Clearing Agency to hold such amount in addition to the resources held by each Clearing Agency to cover certain credit and liquidity risks, as required under applicable regulatory standards.15 2. Credit Risk Capital Requirement As a second component of the Total Capital Requirement, the Policy would provide that each Clearing Agency maintain a Credit Risk Capital Requirement, in accordance with each Clearing Agency’s respective rules.16 Specifically, the rules of each Clearing Agency provide, in part, that in the event of a participant 17 default, NSCC will apply at least 25 percent of its retained earnings, each division of FICC will apply up to 25 percent of its retained earnings, and DTC may apply its retained earnings. The Credit Risk Capital Requirement is different than the general business risk regulatory requirement. Whereas the latter is designed to address general business risks, pursuant to Rule 17Ad– 22(e)(15) under the Act,18 the Credit Risk Capital Requirement is designed to help address potential losses due to a participant default that were not covered through margin requirements, which is not required by that rule.19 3. Buffer In addition to calculating and maintaining the Total Capital Requirement, the Clearing Agencies would each calculate and maintain a Buffer (i.e., a discretionary amount of additional LNA funded by equity).20 The Buffer would generally equal approximately four to six months of operating expenses for the respective Clearing Agency based on various factors, including historical fluctuations of LNA funded by equity and estimates of potential losses from general business risk.21 Treasury would reassess the Buffer periodically.22 14 Id. 15 Notice, 82 FR 19128; see also 17 CFR 240.17Ad–22(e)(15)(ii)(A). 16 See DTC Rule 4, GSD Rule 4, MBSD Rule 4, and NSCC Rule 3 and Addendum E, available at http:// dtcc.com/legal/rules-and-procedures. Notice, 82 FR 19128. 17 FICC and NSCC refer to their participants as ‘‘Members,’’ while DTC refers to its participants as ‘‘Participants.’’ These terms are defined in the rules of each of the Clearing Agencies. Supra note 16. In this filing ‘‘participant’’ or ‘‘participants’’ refers to both the Members of FICC and NSCC and the Participants of DTC. 18 See 17 CFR 240.17Ad–22(e)(15). 19 Notice, 82 FR 19128. 20 Id. 21 Id. 22 Id. PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 B. Overview of the Plan The Plan is designed to provide a viable mechanism for raising additional LNA funded by equity should a Clearing Agency’s equity fall close to or below the amount required by the Total Capital Requirement.23 The Plan would do so by establishing (i) roles and responsibilities for implementation of the Plan; (ii) circumstances triggering implementation of the Plan; (iii) guiding principles for implementation and execution of the Plan; and (iv) a description of the tools for replenishment.24 The Plan would provide for annual review and approval by the respective Board of each Clearing Agency (or such committees as may be delegated authority by the respective Board).25 1. Roles and Responsibilities Pursuant to the Plan, Treasury would be responsible for identify the triggering events for replenishing the LNA funded by equity. The Plan would outline the steps Treasury would take, including identifying the required equity, analyzing that Clearing Agency’s financial outlook, and selecting the appropriate replenishment tools.26 The Board of the affected Clearing Agency would be responsible for approving the proposal for implementation of the Plan, once triggered, and reviewing a report on the replenishment of the Plan.27 2. Triggers Under the Plan, the circumstances that could trigger the Plan would be (i) when equity held by a Clearing Agency is at or below the Clearing Agency’s Total Capital Requirement, plus the equivalent of one month of operating expenses of that Clearing Agency, as determined pursuant to the Policy; or (ii) the Board of a Clearing Agency determines that the Plan should be implemented.28 The Plan would identify certain risks that, if realized, may cause these triggers to occur, including, for example, unexpected declines in revenue, disruptions to systems or processes that lead to large losses, or investment risks.29 3. Guiding Principles The Plan would set forth a number of guiding principles. For example, the Plan would provide that Treasury should have the necessary flexibility 23 Notice, 82 FR 19129. 24 Id. 25 Id. 26 Id. 27 Id. 28 Id. 29 Id. E:\FR\FM\13JYN1.SGM 13JYN1 Federal Register / Vol. 82, No. 133 / Thursday, July 13, 2017 / Notices III. Discussion and Commission Findings Section 19(b)(2)(C) of the Act 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.37 After carefully considering the Proposed Rule Changes, the Commission finds that the Proposed Rule Changes are consistent with the requirements of the Act and the rules 4. Replenishment Tools and regulations thereunder applicable to the Clearing Agencies. Specifically, the The Plan would identify the Commission finds that the Proposed replenishment tools that may be utilized Rule Changes are consistent with when the Plan is triggered, as well as the Section 17A(b)(3)(F) of the Act 38 and estimated timeframe for using each tool. Rule 17Ad–22(e)(15) under the Act.39 Specifically, the Plan would provide for A. Consistency With Section two types of replenishment tools: (i) 17A(b)(3)(F) Bridge financing, which would provide Section 17A(b)(3)(F) of the Act immediate financing but would be requires, in part, that the rules of the considered only an initial step in Clearing Agencies be designed to assure implementation of the Plan; and (ii) the safeguarding of securities and funds capital replenishment, which would which are in the custody or control of provide the affected Clearing Agency the Clearing Agencies or for which they 32 with the required additional equity. are responsible.40 According to the Plan, the As described above, the Policy and replenishment tools could be the Plan are designed to provide a effectuated by either DTCC or by a framework to help each Clearing Agency Clearing Agency directly.33 Actions that monitor, identify, and manage their may be taken by DTCC to provide respective general business risks. In needed equity to the affected Clearing addition, the Policy and the Plan, Agency, in the form of bridge financing together, would require each of the or a capital replenishment, include (i) Clearing Agencies to prepare, calculate, and maintain sufficient LNA funded by contributing existing prefunded equity to cover the General Business resources to the affected Clearing Agency; (ii) borrowing under an existing Risk Capital Requirement, Credit Risk Capital Requirement, and the Buffer. line of credit to which DTCC is a party; As detailed above, the Policy would (iii) making a claim for insurance provide that, in order to cover potential proceeds, when applicable; (iv) general business losses, the General authorizing, issuing, and selling shares Business Risk Capital Requirement of common stock of DTCC to certain would be calculated and maintained as DTCC shareholders, pursuant to the the larger of (i) an amount calculated terms and restrictions set forth in the based on the Clearing Agency’s general DTCC Certificate of Incorporation and business risk profile; (ii) an amount the DTCC Fourth Amended and based on the time estimated to execute Restated Shareholders Agreement; 34 (v) a recovery or orderly wind-down of the issuing or selling preferred stock by critical operations of the Clearing DTCC; or (vi) selling or divesting of Agency; and (iii) an amount based on an assets or businesses.35 Actions that may analysis of the Clearing Agency’s be taken by each Clearing Agency to estimated operating expenses for a sixraise the needed equity include month period. The Policy would further increasing fees for services, when require the Clearing Agencies to appropriate, or decreasing expenses.36 maintain the Credit Risk Capital Requirement to help address potential 30 Id. losses due to a participant default that 31 Id. were not covered through margin 32 Id. requirements, and the Buffer. The Policy 33 Id. would provide that the available LNA 34 See Securities Exchange Act Release No. 74142 sradovich on DSK3GMQ082PROD with NOTICES and discretion, as appropriate, to implement the Plan, including the ability to determine, based on appropriate analysis, the sequence and combination of replenishment tools to be used.30 Similarly, the Plan would provide that the prioritization of replenishment tools should be based on each tool’s capacity, at the time the Plan is implemented, to return the affected Clearing Agency’s LNA funded by equity to an appropriate level, in the shortest possible timeframe.31 (January 27, 2015), 80 FR 5188 (January 30, 2015); (SR–FICC–2014–810; SR–NSCC–2014–811; SR– DTC–2014–812). 35 Notice, 82 FR 19129–19130. 36 Notice, 82 FR 19130. VerDate Sep<11>2014 17:41 Jul 12, 2017 Jkt 241001 PO 00000 U.S.C. 78s(b)(2)(C). U.S.C. 78q–1(b)(3)(F). 39 17 CFR 240.17Ad–22(e)(15). 40 15 U.S.C. 78q–1(b)(3)(F). funded by equity would be continuously monitored and managed to ensure satisfaction of the Total Capital Requirement. Meanwhile, the Plan would provide a mechanism for raising additional LNA funded by equity should a Clearing Agency’s equity fall close to or below the amount required by the Total Capital Requirement. Under such a framework, the Clearing Agencies could be better positioned to withstand stress caused by a general business loss or a participant default, and be better positioned to continue their critical operations and services, which helps to promote the prompt and accurate clearance and settlement of securities transactions. Furthermore, as described above, by setting aside and maintaining the Total Capital Requirement for each Clearing Agency to absorb potential losses due to general business risk and a participant default, the Policy and the Plan are designed to help reduce the possibility of the Clearing Agencies’ failure, mitigate the risk of financial loss contagion caused by the Clearing Agencies’ failure, which could help further assure the safeguarding of securities and funds which are in the custody or control of the Clearing Agencies, or for which they are responsible. Accordingly, the Commission believes that the Proposed Rule Changes are consistent with the requirements of Section 17A(b)(3)(F) of the Act.41 B. Consistency With Rule 17Ad– 22(e)(15) Rule 17Ad–22(e)(15) under the Act requires the Clearing Agencies to establish, implement, maintain and enforce written policies and procedures reasonably designed to identify, monitor, and manage their respective general business risk and hold sufficient liquid net assets funded by equity to cover potential general business losses so that the Clearing Agencies can continue operations and services as a going concern if those losses materialize, including by satisfying Rule 17Ad–22(e)(15)(i) through (iii).42 Rule 17Ad–22(e)(15)(i) under the Act requires the Clearing Agencies to determine the amount of LNA funded by equity based upon its general business risk profile and the length of time required to achieve a recovery or orderly wind-down, as appropriate, of its critical operations and services if such action is taken.43 In addition, Rule 37 15 38 15 Frm 00086 Fmt 4703 Sfmt 4703 32401 41 Id. 42 17 43 17 E:\FR\FM\13JYN1.SGM CFR 240.17Ad–22(e)(15). CFR 240.17Ad–22(e)(15)(i). 13JYN1 sradovich on DSK3GMQ082PROD with NOTICES 32402 Federal Register / Vol. 82, No. 133 / Thursday, July 13, 2017 / Notices 17Ad–22(e)(15)(ii) requires, in part, that the Clearing Agencies hold LNA funded by equity equal to the greater of either (i) six months of the covered clearing agency’s current operating expenses, or (ii) the amount determined by the board of directors to be sufficient to ensure a recovery or orderly wind-down of critical operations and services of the covered clearing agency.44 As described above, pursuant to the Policy, each Clearing Agency would be required to calculate and maintain their respective Total Capital Requirement. The Total Capital Requirement would be calculated by summing each Clearing Agency’s respective General Business Risk Capital Requirement and Credit Risk Capital Requirement, and would be satisfied by LNA funded by equity. Specifically, as detailed above, the Policy would provide that the General Business Risk Capital Requirement would be calculated as the larger of (i) an amount calculated based on the Clearing Agency’s general business risk profile, defined as its Risk-Based Capital Requirement; (ii) an amount based on the time estimated to execute a recovery or orderly wind-down of the critical operations of the Clearing Agency, defined as its Recovery/Wind-down Capital Requirement; and (iii) an amount based on an analysis of the Clearing Agency’s estimated operating expenses for a six-month period, defined as its Operating Expense Capital Requirement. By requiring each Clearing Agency to calculate its General Business Risk Capital Requirement as the larger amount of the Risk-Based Capital Requirement, the Recovery/Wind-down Capital Requirement, and the Operating Expense Capital Requirement, and by requiring the General Business Risk Capital Requirement with LNA funded by equity, the Commission believes that the Policy is consistent with Rule 17Ad–22(e)(15)(i) and (ii) under the Act.45 Rule 17Ad–22(e)(15)(ii) under the Act further requires, in part, that the LNA funded by equity held by the Clearing Agencies pursuant to Rule 17Ad– 22(e)(15)(ii) shall be (A) in addition to resources held to cover participant defaults or other credits and liquidity risks; and (B) of high quality and sufficiently liquid to allow the Clearing Agencies to meet their current and projected operating expenses under a range of scenarios, including in adverse market conditions.46 As described above, the Policy would identify the General Business Risk Capital Requirement of each Clearing Agency as a separate component of each Clearing Agency’s Total Capital Requirement, and would provide that LNA funded by equity as General Business Risk Capital Requirement be in addition to (i) LNA funded by equity held as that Clearing Agency’s Credit Risk Capital Requirement; (ii) resources held by that Clearing Agency in compliance with Rule 17Ad–22(e)(4) under the Act for credit risk (which resources are also held in addition to that Clearing Agency’s Credit Risk Capital Requirement); 47 and (iii) resources held by that Clearing Agency in compliance with Rule 17Ad–22(e)(7) under the Act for liquidity risk.48 Additionally, the Policy would provide that the Clearing Agencies must meet their Total Capital Requirement by holding LNA funded by equity in cash, highly liquid securities, or bank deposits, to comply with Rule 17Ad– 22(e)(15)(ii)(B). Moreover, the Policy would provide that the available LNA funded by equity would be continuously monitored and managed to ensure satisfaction of the Total Capital Requirement. Therefore, the Commission believes that adoption of the Policy is consistent with Rule 17Ad–22(e)(15)(ii)(A) and (B) under the Act.49 Rule 17Ad–22(e)(15)(iii) requires the Clearing Agencies to maintain a viable plan, approved by their Boards, and updated at least annually, for raising additional equity should the LNA funded by equity fall close to or below the amount required.50 As described above, the Plan would designate to Treasury the responsibilities of monitoring the sufficiency of each Clearing Agency’s LNA funded by equity and the triggering events for implementation of the Plan. The Plan also would provide tools to raise additional LNA funded by equity, in the event that such capital drops near or below the Total Capital Requirement. In addition, the Plan would provide that the respective Boards of the Clearing Agencies, or such committees as may be delegated authority by the respective Boards, would review and approve the Plan annually. Therefore, the Commission believes that adoption of the Plan is consistent with Rule 17Ad– 22(e)(15)(iii) under the Act.51 47 17 CFR 240.17Ad–22(e)(4). CFR 240.17Ad–22(e)(7). 49 17 CFR 240.17Ad–22(e)(15)(ii)(A), (B). 50 17 CFR 240.17Ad–22(e)(15)(iii). 51 Id. 48 17 44 17 CFR 240.17Ad–22(e)(15)(ii). CFR 240.17Ad–22(e)(15)(i), (ii). 46 17 CFR 240.17Ad–22(e)(15)(ii)(A), (B). 45 17 VerDate Sep<11>2014 17:41 Jul 12, 2017 Jkt 241001 PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 III. Conclusion On the basis of the foregoing, the Commission finds that the Proposed Rule Changes are consistent with the requirements of the Act and in particular with the requirements of Section 17A(b)(3)(F) 52 and the rules and regulations thereunder. It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that proposed rule changes SR–DTC–2017– 003, SR–NSCC–2017–004, and SR– FICC–2017–007 be, and hereby are, approved.53 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.54 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–14671 Filed 7–12–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81092; File No. SR–BOX– 2017–22] Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend IM–3120–2 to Rule 3120 To Extend the Pilot Program That Eliminated the Position Limits for Options on SPDR S&P 500 ETF (‘‘SPY’’) (‘‘SPY Pilot Program’’) July 7, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on June 29, 2017, BOX Options Exchange LLC (the ‘‘Exchange’’) 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 by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change The Exchange proposes to amend IM– 3120–2 to Rule 3120 to extend the pilot program that eliminated the position 52 15 U.S.C. 78q–1(b)(3)(F). approving the Proposed Rule Changes, the Commission considered the proposals’ impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 54 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 53 In E:\FR\FM\13JYN1.SGM 13JYN1

Agencies

[Federal Register Volume 82, Number 133 (Thursday, July 13, 2017)]
[Notices]
[Pages 32399-32402]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-14671]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81105; File Nos. SR-DTC-2017-003, SR-NSCC-2017-004, SR-
FICC-2017-007]


Self-Regulatory Organizations; The Depository Trust Company; 
National Securities Clearing Corporation; Fixed Income Clearing 
Corporation; Order Approving Proposed Rule Changes, as Modified by 
Amendments No. 1, To Adopt the Clearing Agency Policy on Capital 
Requirements and the Clearing Agency Capital Replenishment Plan

July 7, 2017.

I. Introduction

    On April 6, 2017, The Depository Trust Company (``DTC''), National 
Securities Clearing Corporation (``NSCC''), and Fixed Income Clearing 
Corporation (``FICC,'' each a ``Clearing Agency,'' and collectively, 
the ``Clearing Agencies''), filed with the Securities and Exchange 
Commission (``Commission'') proposed rule changes SR-DTC-2017-003, SR-
NSCC-2017-004, and SR-FICC-2017-007, respectively, pursuant to Section 
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 
19b-4 thereunder.\2\ On April 13, 2017, the Clearing Agencies each 
filed Amendment No. 1 to their respective proposed rule changes. 
Amendments No. 1 made technical corrections to each Exhibit 5 of the 
proposed rule change filings. The proposed rule changes, as modified by 
Amendments No. 1 (hereinafter, ``Proposed Rule Changes''), were 
published for comment in the Federal Register on April 25, 2017.\3\ The 
Commission did not receive any comment letters on the Proposed Rule 
Changes. For the reasons discussed below, the Commission approves the 
Proposed Rule Changes.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 80491 (April 19, 2017), 
82 FR 19127 (April 25, 2017) (SR-DTC-2017-003, SR-NSCC-2017-004, SR-
FICC-2017-007) (``Notice'').
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II. Description of the Proposed Rule Changes

    The Proposed Rule Changes are proposals by the Clearing Agencies to 
adopt the Clearing Agency Policy on Capital Requirements (``Policy'') 
and the Clearing Agency Capital Replenishment Plan (``Plan''), as 
described below.

A. Overview of the Policy

    The Policy is designed to provide the Clearing Agencies with a 
framework for holding sufficient liquid net assets (``LNA'') funded by 
equity to cover potential general business losses, as required under 
applicable regulatory standards.\4\ Pursuant to the Policy, the 
Clearing Agencies would hold LNA funded by equity in amounts designed 
to satisfy each Clearing Agency's General Business Risk Capital 
Requirement and Credit Risk Capital Requirement, as described below. 
The sum of a Clearing Agency's General Business Risk Capital 
Requirement and Credit Risk Capital Requirement constitutes its Total 
Capital Requirement. In addition to the Total Capital Requirement, the 
Policy would provide for the maintenance of an additional, 
discretionary amount of LNA funded by equity (i.e., a ``Buffer''), also 
described below.
---------------------------------------------------------------------------

    \4\ Notice, 82 FR at 19127; see also 17 CFR 240.17Ad-22(e)(15).
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    The Policy would describe how the Treasury group of The Depository 
Trust & Clearing Corporation (``Treasury'') \5\ would monitor and 
manage the LNA funded by equity to satisfy the Total Capital 
Requirement at all times.\6\ More specifically, each Clearing Agency 
would manage its LNA funded by equity in a number of ways, including 
(i) taking steps to maintain an appropriate and sustainable level of 
profitability; (ii) maintaining the Buffer in addition to the Total 
Capital Requirement; (iii) taking steps to increase the amount of LNA 
funded by equity when necessary; and (iv) maintaining a viable plan for 
the replenishment of equity through the Plan.\7\ The Policy would 
further provide that DTCC would maintain insurance policies that cover 
certain potential Clearing Agency losses.\8\
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    \5\ The Depository Trust & Clearing Corporation (``DTCC'') is 
the parent company of the Clearing Agencies. DTCC operates on a 
shared services model with respect to the Clearing Agencies. Most 
corporate functions are established and managed on an enterprise-
wide basis pursuant to intercompany agreements under which it is 
generally DTCC that provides a relevant service to a Clearing 
Agency.
    \6\ Notice, 82 FR 19128.
    \7\ Notice, 82 FR 19128-19129.
    \8\ Notice, 82 FR 19129.
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1. General Business Risk Capital Requirement
    According to the Policy, each Clearing Agency would calculate the 
General Business Risk Capital Requirement by first calculating three 
separate amounts related to general business risk. Specifically, each 
Clearing Agency would calculate an amount based on (i) the Clearing 
Agency's general business risk profile (``Risk-Based Capital 
Requirement''); \9\ (ii) the time estimated

[[Page 32400]]

to execute a recovery or orderly wind-down of the critical operations 
of the Clearing Agency (``Recovery/Wind-down Capital Requirement''); 
\10\ and (iii) an analysis of the Clearing Agency's estimated operating 
expenses for a six-month period (``Operating Expense Capital 
Requirement'').\11\ The Clearing Agencies would calculate each of these 
three amounts annually.\12\ The greatest amount would constitute each 
Clearing Agency's General Business Risk Capital Requirement.\13\
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    \9\ Each Clearing Agency would calculate its Risk-Based Capital 
Requirement by identifying the general business risk profile of that 
Clearing Agency through (i) analysis of business performance, key 
performance indicators, and market environment; and (ii) comparison 
of financial performance versus the Clearing Agency's budget. 
Notice, 82 FR 19128. Under the Policy, business risks that make up a 
Clearing Agency's general business risk profile would include, for 
example, the risk that revenues decline or expenses grow, the 
operational risks of deficiencies in its systems or disruptions to 
processing from internal or external events, or investment risk of 
loss of financial resources. Id. Treasury would then calculate the 
amount necessary to cover those potential general business losses so 
the Clearing Agency can continue operations and services if the 
losses materialize. Id. The sum of these amounts would constitute 
that Clearing Agency's Risk-Based Capital Requirement. Id.
    \10\ Each Clearing Agency would determine its Recovery/Wind-down 
Capital Requirement as the amount that each Clearing Agency's Board 
of Directors (``Board'') deems sufficient to ensure a recovery or 
orderly wind-down of critical operations and services of the 
Clearing Agency. Notice, 82 FR 19128. On an annual basis, and in 
order to assist each Board in making its determination, Treasury 
would calculate the greater of (i) the estimated amount sufficient 
to ensure a recovery of critical operations and services of the 
Clearing Agency; and (ii) the estimated amount sufficient to ensure 
an orderly wind-down of critical operations and services of the 
Clearing Agency. Id. Under the Policy, the Treasury would make these 
calculations in consultation with and reference to the plans 
maintained by the Clearing Agencies that are developed by the 
Clearing Agencies in compliance with Rule 17Ad-22(e)(3)(ii) under 
the Act. Id.; see also 17 CFR 240.17Ad-22(e)(3). The Commission 
granted the Clearing Agencies a temporary exemption from compliance 
with the recovery and wind-down plan requirements of Rule 17Ad-
22(e)(3)(ii). See Securities Exchange Act Release No. 80378 (April 
5, 2017) (S7-03-14). Until such time as the Clearing Agencies have 
recovery and wind-down plans that are approved by their Boards in 
anticipation of compliance with Rule 17Ad-22(e)(3)(ii), the 
Recovery/Wind-down Capital Requirement of each Clearing Agency would 
be assumed to be zero. Notice, 82 FR 19129. The General Business 
Risk Capital Requirement would therefore be the greater of the Risk-
Based Capital Requirement and the Operating Expense Capital 
Requirement.
    \11\ Notice, 82 FR 19128.
    \12\ Id.
    \13\ Treasury would annually determine the Operating Expense 
Capital Requirement of each Clearing Agency by calculating the 
greater of (i) six times the average monthly operating expense for 
that Clearing Agency, over the prior twelve-month period, and (ii) a 
prospective operating expense estimate based on forecasted expense 
data. Notice, 82 FR 19129.
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    The Policy would require the Clearing Agencies to hold an amount of 
LNA funded by equity to meet the General Business Risk Capital 
Requirement in cash and cash equivalents, which are highly liquid 
securities or bank deposits.\14\ The Policy also would require each 
Clearing Agency to hold such amount in addition to the resources held 
by each Clearing Agency to cover certain credit and liquidity risks, as 
required under applicable regulatory standards.\15\
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    \14\ Id.
    \15\ Notice, 82 FR 19128; see also 17 CFR 240.17Ad-
22(e)(15)(ii)(A).
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2. Credit Risk Capital Requirement
    As a second component of the Total Capital Requirement, the Policy 
would provide that each Clearing Agency maintain a Credit Risk Capital 
Requirement, in accordance with each Clearing Agency's respective 
rules.\16\ Specifically, the rules of each Clearing Agency provide, in 
part, that in the event of a participant \17\ default, NSCC will apply 
at least 25 percent of its retained earnings, each division of FICC 
will apply up to 25 percent of its retained earnings, and DTC may apply 
its retained earnings.
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    \16\ See DTC Rule 4, GSD Rule 4, MBSD Rule 4, and NSCC Rule 3 
and Addendum E, available at http://dtcc.com/legal/rules-and-procedures. Notice, 82 FR 19128.
    \17\ FICC and NSCC refer to their participants as ``Members,'' 
while DTC refers to its participants as ``Participants.'' These 
terms are defined in the rules of each of the Clearing Agencies. 
Supra note 16. In this filing ``participant'' or ``participants'' 
refers to both the Members of FICC and NSCC and the Participants of 
DTC.
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    The Credit Risk Capital Requirement is different than the general 
business risk regulatory requirement. Whereas the latter is designed to 
address general business risks, pursuant to Rule 17Ad-22(e)(15) under 
the Act,\18\ the Credit Risk Capital Requirement is designed to help 
address potential losses due to a participant default that were not 
covered through margin requirements, which is not required by that 
rule.\19\
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    \18\ See 17 CFR 240.17Ad-22(e)(15).
    \19\ Notice, 82 FR 19128.
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3. Buffer
    In addition to calculating and maintaining the Total Capital 
Requirement, the Clearing Agencies would each calculate and maintain a 
Buffer (i.e., a discretionary amount of additional LNA funded by 
equity).\20\ The Buffer would generally equal approximately four to six 
months of operating expenses for the respective Clearing Agency based 
on various factors, including historical fluctuations of LNA funded by 
equity and estimates of potential losses from general business 
risk.\21\ Treasury would reassess the Buffer periodically.\22\
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    \20\ Id.
    \21\ Id.
    \22\ Id.
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B. Overview of the Plan

    The Plan is designed to provide a viable mechanism for raising 
additional LNA funded by equity should a Clearing Agency's equity fall 
close to or below the amount required by the Total Capital 
Requirement.\23\ The Plan would do so by establishing (i) roles and 
responsibilities for implementation of the Plan; (ii) circumstances 
triggering implementation of the Plan; (iii) guiding principles for 
implementation and execution of the Plan; and (iv) a description of the 
tools for replenishment.\24\ The Plan would provide for annual review 
and approval by the respective Board of each Clearing Agency (or such 
committees as may be delegated authority by the respective Board).\25\
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    \23\ Notice, 82 FR 19129.
    \24\ Id.
    \25\ Id.
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1. Roles and Responsibilities
    Pursuant to the Plan, Treasury would be responsible for identify 
the triggering events for replenishing the LNA funded by equity. The 
Plan would outline the steps Treasury would take, including identifying 
the required equity, analyzing that Clearing Agency's financial 
outlook, and selecting the appropriate replenishment tools.\26\ The 
Board of the affected Clearing Agency would be responsible for 
approving the proposal for implementation of the Plan, once triggered, 
and reviewing a report on the replenishment of the Plan.\27\
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    \26\ Id.
    \27\ Id.
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2. Triggers
    Under the Plan, the circumstances that could trigger the Plan would 
be (i) when equity held by a Clearing Agency is at or below the 
Clearing Agency's Total Capital Requirement, plus the equivalent of one 
month of operating expenses of that Clearing Agency, as determined 
pursuant to the Policy; or (ii) the Board of a Clearing Agency 
determines that the Plan should be implemented.\28\ The Plan would 
identify certain risks that, if realized, may cause these triggers to 
occur, including, for example, unexpected declines in revenue, 
disruptions to systems or processes that lead to large losses, or 
investment risks.\29\
---------------------------------------------------------------------------

    \28\ Id.
    \29\ Id.
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3. Guiding Principles
    The Plan would set forth a number of guiding principles. For 
example, the Plan would provide that Treasury should have the necessary 
flexibility

[[Page 32401]]

and discretion, as appropriate, to implement the Plan, including the 
ability to determine, based on appropriate analysis, the sequence and 
combination of replenishment tools to be used.\30\ Similarly, the Plan 
would provide that the prioritization of replenishment tools should be 
based on each tool's capacity, at the time the Plan is implemented, to 
return the affected Clearing Agency's LNA funded by equity to an 
appropriate level, in the shortest possible timeframe.\31\
---------------------------------------------------------------------------

    \30\ Id.
    \31\ Id.
---------------------------------------------------------------------------

4. Replenishment Tools
    The Plan would identify the replenishment tools that may be 
utilized when the Plan is triggered, as well as the estimated timeframe 
for using each tool. Specifically, the Plan would provide for two types 
of replenishment tools: (i) Bridge financing, which would provide 
immediate financing but would be considered only an initial step in 
implementation of the Plan; and (ii) capital replenishment, which would 
provide the affected Clearing Agency with the required additional 
equity.\32\
---------------------------------------------------------------------------

    \32\ Id.
---------------------------------------------------------------------------

    According to the Plan, the replenishment tools could be effectuated 
by either DTCC or by a Clearing Agency directly.\33\ Actions that may 
be taken by DTCC to provide needed equity to the affected Clearing 
Agency, in the form of bridge financing or a capital replenishment, 
include (i) contributing existing prefunded resources to the affected 
Clearing Agency; (ii) borrowing under an existing line of credit to 
which DTCC is a party; (iii) making a claim for insurance proceeds, 
when applicable; (iv) authorizing, issuing, and selling shares of 
common stock of DTCC to certain DTCC shareholders, pursuant to the 
terms and restrictions set forth in the DTCC Certificate of 
Incorporation and the DTCC Fourth Amended and Restated Shareholders 
Agreement; \34\ (v) issuing or selling preferred stock by DTCC; or (vi) 
selling or divesting of assets or businesses.\35\ Actions that may be 
taken by each Clearing Agency to raise the needed equity include 
increasing fees for services, when appropriate, or decreasing 
expenses.\36\
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    \33\ Id.
    \34\ See Securities Exchange Act Release No. 74142 (January 27, 
2015), 80 FR 5188 (January 30, 2015); (SR-FICC-2014-810; SR-NSCC-
2014-811; SR-DTC-2014-812).
    \35\ Notice, 82 FR 19129-19130.
    \36\ Notice, 82 FR 19130.
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III. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act 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.\37\ After carefully considering the Proposed Rule 
Changes, the Commission finds that the Proposed Rule Changes are 
consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to the Clearing Agencies. 
Specifically, the Commission finds that the Proposed Rule Changes are 
consistent with Section 17A(b)(3)(F) of the Act \38\ and Rule 17Ad-
22(e)(15) under the Act.\39\
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    \37\ 15 U.S.C. 78s(b)(2)(C).
    \38\ 15 U.S.C. 78q-1(b)(3)(F).
    \39\ 17 CFR 240.17Ad-22(e)(15).
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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 the Clearing Agencies be designed to assure the safeguarding of 
securities and funds which are in the custody or control of the 
Clearing Agencies or for which they are responsible.\40\
---------------------------------------------------------------------------

    \40\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    As described above, the Policy and the Plan are designed to provide 
a framework to help each Clearing Agency monitor, identify, and manage 
their respective general business risks. In addition, the Policy and 
the Plan, together, would require each of the Clearing Agencies to 
prepare, calculate, and maintain sufficient LNA funded by equity to 
cover the General Business Risk Capital Requirement, Credit Risk 
Capital Requirement, and the Buffer.
    As detailed above, the Policy would provide that, in order to cover 
potential general business losses, the General Business Risk Capital 
Requirement would be calculated and maintained as the larger of (i) an 
amount calculated based on the Clearing Agency's general business risk 
profile; (ii) an amount based on the time estimated to execute a 
recovery or orderly wind-down of the critical operations of the 
Clearing Agency; and (iii) an amount based on an analysis of the 
Clearing Agency's estimated operating expenses for a six-month period. 
The Policy would further require the Clearing Agencies to maintain the 
Credit Risk Capital Requirement to help address potential losses due to 
a participant default that were not covered through margin 
requirements, and the Buffer. The Policy would provide that the 
available LNA funded by equity would be continuously monitored and 
managed to ensure satisfaction of the Total Capital Requirement. 
Meanwhile, the Plan would provide a mechanism for raising additional 
LNA funded by equity should a Clearing Agency's equity fall close to or 
below the amount required by the Total Capital Requirement. Under such 
a framework, the Clearing Agencies could be better positioned to 
withstand stress caused by a general business loss or a participant 
default, and be better positioned to continue their critical operations 
and services, which helps to promote the prompt and accurate clearance 
and settlement of securities transactions.
    Furthermore, as described above, by setting aside and maintaining 
the Total Capital Requirement for each Clearing Agency to absorb 
potential losses due to general business risk and a participant 
default, the Policy and the Plan are designed to help reduce the 
possibility of the Clearing Agencies' failure, mitigate the risk of 
financial loss contagion caused by the Clearing Agencies' failure, 
which could help further assure the safeguarding of securities and 
funds which are in the custody or control of the Clearing Agencies, or 
for which they are responsible. Accordingly, the Commission believes 
that the Proposed Rule Changes are consistent with the requirements of 
Section 17A(b)(3)(F) of the Act.\41\
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    \41\ Id.
---------------------------------------------------------------------------

B. Consistency With Rule 17Ad-22(e)(15)

    Rule 17Ad-22(e)(15) under the Act requires the Clearing Agencies to 
establish, implement, maintain and enforce written policies and 
procedures reasonably designed to identify, monitor, and manage their 
respective general business risk and hold sufficient liquid net assets 
funded by equity to cover potential general business losses so that the 
Clearing Agencies can continue operations and services as a going 
concern if those losses materialize, including by satisfying Rule 17Ad-
22(e)(15)(i) through (iii).\42\
---------------------------------------------------------------------------

    \42\ 17 CFR 240.17Ad-22(e)(15).
---------------------------------------------------------------------------

    Rule 17Ad-22(e)(15)(i) under the Act requires the Clearing Agencies 
to determine the amount of LNA funded by equity based upon its general 
business risk profile and the length of time required to achieve a 
recovery or orderly wind-down, as appropriate, of its critical 
operations and services if such action is taken.\43\ In addition, Rule

[[Page 32402]]

17Ad-22(e)(15)(ii) requires, in part, that the Clearing Agencies hold 
LNA funded by equity equal to the greater of either (i) six months of 
the covered clearing agency's current operating expenses, or (ii) the 
amount determined by the board of directors to be sufficient to ensure 
a recovery or orderly wind-down of critical operations and services of 
the covered clearing agency.\44\
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    \43\ 17 CFR 240.17Ad-22(e)(15)(i).
    \44\ 17 CFR 240.17Ad-22(e)(15)(ii).
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    As described above, pursuant to the Policy, each Clearing Agency 
would be required to calculate and maintain their respective Total 
Capital Requirement. The Total Capital Requirement would be calculated 
by summing each Clearing Agency's respective General Business Risk 
Capital Requirement and Credit Risk Capital Requirement, and would be 
satisfied by LNA funded by equity. Specifically, as detailed above, the 
Policy would provide that the General Business Risk Capital Requirement 
would be calculated as the larger of (i) an amount calculated based on 
the Clearing Agency's general business risk profile, defined as its 
Risk-Based Capital Requirement; (ii) an amount based on the time 
estimated to execute a recovery or orderly wind-down of the critical 
operations of the Clearing Agency, defined as its Recovery/Wind-down 
Capital Requirement; and (iii) an amount based on an analysis of the 
Clearing Agency's estimated operating expenses for a six-month period, 
defined as its Operating Expense Capital Requirement.
    By requiring each Clearing Agency to calculate its General Business 
Risk Capital Requirement as the larger amount of the Risk-Based Capital 
Requirement, the Recovery/Wind-down Capital Requirement, and the 
Operating Expense Capital Requirement, and by requiring the General 
Business Risk Capital Requirement with LNA funded by equity, the 
Commission believes that the Policy is consistent with Rule 17Ad-
22(e)(15)(i) and (ii) under the Act.\45\
---------------------------------------------------------------------------

    \45\ 17 CFR 240.17Ad-22(e)(15)(i), (ii).
---------------------------------------------------------------------------

    Rule 17Ad-22(e)(15)(ii) under the Act further requires, in part, 
that the LNA funded by equity held by the Clearing Agencies pursuant to 
Rule 17Ad-22(e)(15)(ii) shall be (A) in addition to resources held to 
cover participant defaults or other credits and liquidity risks; and 
(B) of high quality and sufficiently liquid to allow the Clearing 
Agencies to meet their current and projected operating expenses under a 
range of scenarios, including in adverse market conditions.\46\
---------------------------------------------------------------------------

    \46\ 17 CFR 240.17Ad-22(e)(15)(ii)(A), (B).
---------------------------------------------------------------------------

    As described above, the Policy would identify the General Business 
Risk Capital Requirement of each Clearing Agency as a separate 
component of each Clearing Agency's Total Capital Requirement, and 
would provide that LNA funded by equity as General Business Risk 
Capital Requirement be in addition to (i) LNA funded by equity held as 
that Clearing Agency's Credit Risk Capital Requirement; (ii) resources 
held by that Clearing Agency in compliance with Rule 17Ad-22(e)(4) 
under the Act for credit risk (which resources are also held in 
addition to that Clearing Agency's Credit Risk Capital Requirement); 
\47\ and (iii) resources held by that Clearing Agency in compliance 
with Rule 17Ad-22(e)(7) under the Act for liquidity risk.\48\ 
Additionally, the Policy would provide that the Clearing Agencies must 
meet their Total Capital Requirement by holding LNA funded by equity in 
cash, highly liquid securities, or bank deposits, to comply with Rule 
17Ad-22(e)(15)(ii)(B). Moreover, the Policy would provide that the 
available LNA funded by equity would be continuously monitored and 
managed to ensure satisfaction of the Total Capital Requirement. 
Therefore, the Commission believes that adoption of the Policy is 
consistent with Rule 17Ad-22(e)(15)(ii)(A) and (B) under the Act.\49\
---------------------------------------------------------------------------

    \47\ 17 CFR 240.17Ad-22(e)(4).
    \48\ 17 CFR 240.17Ad-22(e)(7).
    \49\ 17 CFR 240.17Ad-22(e)(15)(ii)(A), (B).
---------------------------------------------------------------------------

    Rule 17Ad-22(e)(15)(iii) requires the Clearing Agencies to maintain 
a viable plan, approved by their Boards, and updated at least annually, 
for raising additional equity should the LNA funded by equity fall 
close to or below the amount required.\50\ As described above, the Plan 
would designate to Treasury the responsibilities of monitoring the 
sufficiency of each Clearing Agency's LNA funded by equity and the 
triggering events for implementation of the Plan. The Plan also would 
provide tools to raise additional LNA funded by equity, in the event 
that such capital drops near or below the Total Capital Requirement. In 
addition, the Plan would provide that the respective Boards of the 
Clearing Agencies, or such committees as may be delegated authority by 
the respective Boards, would review and approve the Plan annually. 
Therefore, the Commission believes that adoption of the Plan is 
consistent with Rule 17Ad-22(e)(15)(iii) under the Act.\51\
---------------------------------------------------------------------------

    \50\ 17 CFR 240.17Ad-22(e)(15)(iii).
    \51\ Id.
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III. Conclusion

    On the basis of the foregoing, the Commission finds that the 
Proposed Rule Changes are consistent with the requirements of the Act 
and in particular with the requirements of Section 17A(b)(3)(F) \52\ 
and the rules and regulations thereunder.
---------------------------------------------------------------------------

    \52\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that proposed rule changes SR-DTC-2017-003, SR-NSCC-2017-004, and SR-
FICC-2017-007 be, and hereby are, approved.\53\
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    \53\ In approving the Proposed Rule Changes, 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.\54\
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    \54\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-14671 Filed 7-12-17; 8:45 am]
 BILLING CODE 8011-01-P