Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Apply Government Securities Division Corporation Default Rule to Sponsored Members and Make Other Changes, 42340-42344 [2018-17956]
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42340
Federal Register / Vol. 83, No. 162 / Tuesday, August 21, 2018 / Notices
the Commission will: (a) By order
approve or disapprove such 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–
CboeBZX–2018–058 on the subject line.
Paper Comments
sradovich on DSK3GMQ082PROD with NOTICES
• 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–CboeBZX–2018–058. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (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 website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–CboeBZX–2018–058, and
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should be submitted on or before
September 11, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.69
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–17957 Filed 8–20–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Securities Exchange Act of 1934; Release
No. 34–83856/August 15, 2018]
Order Granting Petition for Review and
Scheduling Filing of Statements
In the Matter of Financial Industry
Regulatory Authority, Inc.
For an Order Granting the Approval of
Proposed Rule Change to Adopt FINRA
Rule 1113 (Restriction Pertaining to New
Member Applications) and to Amend the
FINRA Rule 9520 Series (Eligibility
Proceedings) (File No. SR–FINRA–2010–
056)
This matter comes before the
Securities and Exchange Commission
(‘‘Commission’’) on petition to review
the approval, pursuant to delegated
authority, of the Financial Industry
Regulatory Authority, Inc. (‘‘FINRA’’)
proposed rule change to adopt FINRA
Rule 1113 (Restriction Pertaining to
New Member Applications) and to
amend the FINRA Rule 9520 Series
(Eligibility Proceedings).
On November 15, 2010, the
Commission issued a notice of filing of
the proposed rule change filed with the
Commission pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Exchange Act’’) 1 and Rule
19b–4 2 thereunder.3 The proposed rule
change was published for comment in
the Federal Register on November 22,
2010.4 On February 18, 2011, after
consideration of the record for the
proposed rule change, the Division of
Trading and Markets (‘‘Division’’),
pursuant to delegated authority,5
approved the proposed rule change
(‘‘Approval Order’’).6
On March 4, 2011, pursuant to
Commission Rule of Practice 430,7
Manuel P. Asensio (‘‘Asensio’’) filed a
69 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Exchange Act Release No. 63316 (Nov. 15,
2010), 75 FR 71166 (Nov. 22, 2010) (File No. SR–
FINRA–2010–056).
4 See Id.
5 17 CFR 200.30 3(a)(12).
6 See Exchange Act Release No. 63933 (Feb. 18,
2011), 76 FR 10629 (Feb. 25, 2011).
7 17 CFR 201.430.
1 15
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petition for review of the Approval
Order. Pursuant to Commission Rule of
Practice 431(e), the Approval Order was
stayed by the filing with the
Commission of a notice of intention to
petition for review.8 Pursuant to Rule
431 of the Rules of Practice,9 the
petition for review of the Approval
Order is granted. Further, the
Commission hereby establishes that any
party to the action or other person may
file a written statement in support of or
in opposition to the Approval Order on
or before September 5.
For the reasons stated above, it is
hereby:
Ordered that Asensio’s petition for
review of the Division’s action to
approve the proposed rule change by
delegated authority be Granted; and
It is further Ordered that any party or
other person may file a statement in
support of or in opposition to the action
made pursuant to delegated authority on
or before September 5.
It is further Ordered that the Approval
Order shall remain stayed pending
further order by the Commission.
By the Commission.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–17958 Filed 8–20–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83850; File No. SR–FICC–
2018–008]
Self-Regulatory Organizations; Fixed
Income Clearing Corporation; Notice of
Filing of Proposed Rule Change To
Apply Government Securities Division
Corporation Default Rule to Sponsored
Members and Make Other Changes
August 15, 2018.
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 August 6,
2018, Fixed Income Clearing
Corporation (‘‘FICC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the clearing agency. The Commission
is publishing this notice to solicit
comments on the proposed rule change
from interested persons.
8 17
CFR 201.431(e).
CFR 201.431.
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
9 17
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Federal Register / Vol. 83, No. 162 / Tuesday, August 21, 2018 / Notices
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The proposed rule change consists of
modifications to FICC’s Government
Securities Division (‘‘GSD’’) Rulebook
(‘‘GSD Rules’’) 3 in order to apply GSD
Rule 22B (Corporation Default) to
Sponsored Members as well as make
certain other changes, as described in
greater detail below.
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
The purpose of this proposed rule
change is to amend GSD Rule 3A
(Sponsoring Members and Sponsored
Members) in order to apply GSD Rule
22B (Corporation Default) to Sponsored
Members. In addition, the proposed rule
change would make certain other
changes, as described in greater detail
below.
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(i) Background
Under GSD Rule 3A (Sponsoring
Members and Sponsored Members),
Bank Netting Members that are wellcapitalized (as defined by the Federal
Deposit Insurance Corporation’s
applicable regulations) and have at least
$5 billion in equity capital (Sponsoring
Members) are permitted to sponsor
qualified institutional buyers as defined
by Rule 144A 4 under the Securities Act
of 1933, as amended (‘‘Securities Act’’),5
and certain legal entities that, although
not organized as entities specifically
listed in paragraph (a)(1)(i) of Rule 144A
under the Securities Act, satisfy the
financial requirements necessary to be
qualified institutional buyers as
3 Capitalized terms not defined herein are defined
in the GSD Rules, available at https://
www.dtcc.com/∼/media/Files/Downloads/legal/
rules/ficc_gov_rules.pdf.
4 See 17 CFR 230.144A.
5 15 U.S.C. 77a et seq.
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specified in that paragraph (Sponsored
Members) into GSD membership.
In connection with the onboarding of
new Sponsoring Members and their
respective Sponsored Members into
GSD membership, FICC has received
certain questions regarding the
applicability of GSD Rule 22B
(Corporation Default) to Sponsoring
Members and their respective
Sponsored Members. GSD Rule 22B
provides that close out netting will be
applied to obligations between GSD and
its Members in the event that a
Corporation Default occurs.6 GSD Rule
22B currently does not apply to
Sponsored Members but does apply to
Sponsoring Members in their capacity
as Netting Members. Not applying GSD
Rule 22B to Sponsored Members creates
an inconsistency with respect to the
legal framework and process applicable
to the Sponsored Members versus other
GSD Members7 in the event that a
Corporation Default occurs.
(ii) Proposed Changes to the GSD Rules
GSD Rule 3A (Sponsoring Members and
Sponsored Members)
FICC is proposing to add an
introductory paragraph to Section 17 of
GSD Rule 3A (Sponsoring Members and
Sponsored Members) which makes it
clear that for purposes of the Rules,
Schedules, Interpretations and
Statements of Policy referenced in
Section 17 of GSD Rule 3A, Sponsoring
Members and/or Sponsored Members,
in their respective capacities as such,
would be ‘‘Members.’’ Adding this
clarifying paragraph would be helpful to
Sponsoring Members and Sponsored
Members because it would enable them
to know which Rules, Schedules,
Interpretations and Statements of Policy
would govern their rights, liabilities and
obligations in their respective capacities
as Sponsoring Members and/or
Sponsored Members.
In order to ensure that all GSD
Members are subject to a common,
transparent legal framework in a
Corporation Default situation, FICC is
proposing to modify GSD Rule 3A so
that GSD Rule 22B (Corporation Default)
would apply to Sponsored Members in
the same manner as it applies to all
other GSD Members. Specifically, FICC
6 Events that shall constitute a Corporation
Default are described in Section (b) of GSD Rule
22B. Supra note 3.
7 GSD Rule 1 (Definitions) defines ‘‘Member’’ as
a Comparison-Only Member or a Netting Member.
Supra note 3. For purposes of this filing, the term
‘‘Member’’ shall exclude Comparison-Only
Members because Comparison-Only Members are
not relevant in the context of Corporation Default
provisions as such Members only participate in the
Comparison System.
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42341
proposes to add a new subsection (a) to
Section 17 of GSD Rule 3A which
would provide that GSD Rule 22B
would apply to Sponsored Members.
This proposed change would necessitate
a technical change to renumber all
subsequent subsections in Section 17 of
GSD Rule 3A.
GSD Rule 22B defines the term
‘‘Corporation Default’’ and sets forth the
close out netting process in the event of
a Corporation Default. Section (b)(ii) of
GSD Rule 22B provides that the
following events shall constitute a
Corporation Default: (A) the dissolution
of FICC (other than pursuant to a
consolidation, amalgamation, or
merger),8 (B) the institution by FICC of
a proceeding seeking a judgment of
insolvency or bankruptcy or any other
relief under any bankruptcy or
insolvency law or other similar law
affecting creditors’ rights, or the
presentation of a petition for FICC’s
winding-up or liquidation, or the
making of a general assignment for the
benefit of creditors,9 (C) the institution
of a proceeding against FICC seeking a
judgment of insolvency or bankruptcy
or any other relief under any bankruptcy
or insolvency law or other similar law
affecting creditors’ rights, or the
presentation of a petition for FICC’s
winding-up or liquidation and, in each
case, such proceeding or petition
resulting in a judgement of insolvency
or bankruptcy or the entry of an order
for relief or the making of an order for
FICC’s winding-up or liquidation,10 or
(D) FICC seeking or becoming subject to
the appointment of a receiver, trustee, or
other similar official pursuant to the
federal securities laws or Title II of the
Dodd-Frank Wall Street Reform and
Consumer Protection Act 11 for FICC or
for all or substantially all of FICC’s
assets.12
In addition, subject to the limitations
set forth therein, Section (b)(i) of GSD
Rule 22B provides that a Corporation
Default is deemed to have occurred on
the eighth (8th) day after FICC receives
notice from a GSD Member of FICC’s
failure to make, when due, an
undisputed payment or delivery to such
Member that is required to be made by
FICC under the GSD Rules; provided
that, such failure remains unremedied
8 See Section (b)(ii)(A) of GSD Rule 22B. Supra
note 3.
9 See Section (b)(ii)(B) of GSD Rule 22B. Supra
note 3.
10 See Section (b)(ii)(C) of GSD Rule 22B. Supra
note 3.
11 12 U.S.C. 5381 et seq.
12 See Section (b)(ii)(D) of GSD Rule 22B. Supra
note 3.
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Federal Register / Vol. 83, No. 162 / Tuesday, August 21, 2018 / Notices
throughout the seven (7) day period
following FICC’s receipt of the notice.13
FICC’s provision of clearance and
settlement services, including the timely
settlement of Transactions in the
ordinary course of business, are a part
of FICC’s fundamental directive as a
registered clearing agency under the
Act. The seven (7) day period provided
by Section (b)(i) of GSD Rule 22B is
intended to address the circumstance
where FICC experiences an operational
issue that prevents it from completing
such clearance and settlement services.
In this circumstance, if FICC is not able
to rectify the failure and satisfy its
obligations in seven (7) days, GSD Rule
22B requires that all Transactions which
have been subject to Novation pursuant
to the GSD Rules but have not yet
settled and any rights and obligations of
the parties thereto to be immediately
terminated.14 The seven (7) day period
is designed to avoid a systemic
disruption in such circumstance.
In connection with the proposed rule
change to apply GSD Rule 22B to
Sponsored Members, FICC is also
proposing to add language to clarify that
the commencement of the seven (7) day
period preceding a potential
Corporation Default, as provided by
Section (b)(i) of GSD Rule 22B, would
not modify FICC’s obligations to satisfy
any undisputed payment or delivery
obligation to a Sponsored Member
under the GSD Rules, including any
undisputed interest payment obligation
owing to the Sponsored Member on an
open Sponsored Member Trade, and
that such obligation would continue to
accrue in favor of the Sponsored
Member for the duration of the seven (7)
day period. Specifically, FICC is
proposing to include in the proposed
new subsection (a) to Section 17 of GSD
Rule 3A language that makes it clear
that FICC would be responsible for
satisfying any undisputed payment or
delivery obligation required to be made
by FICC to a Sponsored Member under
the GSD Rules, including, but not
limited to, any undisputed interest
payment obligation that accrues in favor
of a Sponsored Member on a Sponsored
Member Trade that has been subject to
Novation pursuant to the GSD Rules but
has not yet settled and for which FICC
has received notice from such
Sponsored Member of FICC’s failure to
make, when due, such undisputed
interest payment to such Sponsored
Member within the meaning of Section
(b)(i) of GSD Rule 22B.
13 See
Section (a) of GSD Rule 22B. Supra note
application’’ language from the third
sentence of Section (a) of GSD Rule 22B.
FICC is proposing to delete the ‘‘, to the
extent applicable,’’ language because
Section 2(b)(i) of GSD Rule 22A would
always be applicable for purposes of the
Board determining a single net amount
owed by or to each Member under GSD
Rule 22B after a Corporation Default has
occurred. Likewise, FICC is proposing to
streamline the wording of the third
sentence of Section (a) of GSD Rule 22B
by deleting the ‘‘and application’’
language because it is extraneous
wording that is unnecessary and not
relevant in the context of Section 2(b)(i)
of GSD Rule 22A.
Lastly, FICC is proposing a change to
the third sentence of Section (a) of GSD
Rule 22B to make it clear that, although
GSD Rule 22B would apply to
Sponsored Members pursuant to this
proposal, the loss allocation provisions
of GSD Rule 4 (Clearing Fund and Loss
Allocation) referenced in GSD Rule 22B
would not apply to Sponsored
Members. Specifically, FICC is
proposing a clarifying change in that
sentence to add ‘‘, to the extent such
provisions are otherwise applicable to
such Member’’ following the reference
in that sentence to the loss allocation
provisions in GSD Rule 4. This
proposed change is consistent with
Section 12(a) of GSD Rule 3A, which
provides that Sponsored Members are
not obligated for allocations, pursuant to
GSD Rule 4, of loss or liability incurred
by FICC.
2. Statutory Basis
FICC believes this proposal is
consistent with the requirements of the
Act, and the rules and regulations
thereunder applicable to a registered
clearing agency. Specifically, FICC
believes this proposal is consistent with
Section 17A(b)(3)(F) of the Act 17 and
Rule 17Ad–22(e)(23)(i),18 as
promulgated under the Act, for the
reasons described below.
Section 17A(b)(3)(F) of the Act
requires, in part, that the GSD Rules be
designed to ‘‘promote the prompt and
accurate clearance and settlement of
securities transactions.’’ 19 FICC believes
that the proposed rule change to apply
GSD Rule 22B to Sponsored Members in
the same manner as it applies to all
other GSD Members would help to
ensure that all GSD Members are subject
to a common, transparent legal
framework in a Corporation Default
situation. Having a common,
transparent legal framework in a
Section (b)(i) of GSD Rule 22B. Supra note
14 See
GSD Rule 22B (Corporation Default)
FICC is proposing to amend the
wording of the third sentence of Section
(a) of GSD Rule 22B to provide greater
clarity regarding the close out netting
process upon a Corporation Default.
Specifically, FICC is proposing to delete
a reference to Section 2(a) of GSD Rule
22A in that sentence and modify the
reference to Section 2(b) of GSD Rule
22A to specifically refer to Section
2(b)(i) of GSD Rule 22A.
FICC is proposing to delete the
reference to Section 2(a) of GSD Rule
22A in the third sentence of Section (a)
of GSD Rule 22B because this reference
is unnecessary and potentially
confusing to GSD Members. The
reference to Section 2(a) of GSD Rule
22A is meant to set forth Transactions
that would not be subject to the close
out netting process in the event of a
Corporation Default by referring (by way
of analogy) to Transactions that FICC
would not close out in the event FICC
ceases to act for a GSD Member.
However, Section (a) of GSD Rule 22B
already contains a statement that makes
it clear which Transactions are subject
to the close out netting process in the
event of a Corporation Default: ‘‘all
Transactions which have been subject to
Novation pursuant to these [GSD] Rules
. . . .’’ 15 Therefore, the reference to
Section 2(a) of GSD Rule 22A is not
necessary and potentially confusing to
GSD Members, and FICC proposes to
delete it from the third sentence of
Section (a) of GSD Rule 22B.
In addition, FICC is proposing to
modify the reference to Section 2(b) of
GSD Rule 22A in the third sentence of
Section (a) of GSD Rule 22B to
specifically refer to Section 2(b)(i) of
GSD Rule 22A. Section (a) of GSD Rule
22B provides, in relevant part, that ‘‘the
Board shall determine a single net
amount owed by or to each Member
. . . by applying the close out . . .
procedures of Section 2(a) and (b) of
[GSD] Rule 22A . . . .’’ 16 The reference
to the entirety of Section 2(b) of GSD
Rule 22A could cause confusion for
GSD Members. This is because only
subsection (i) of Section 2(b) of GSD
Rule 22A, which speaks specifically to
final net settlement positions, is
relevant in the context of GSD Rule 22B.
The rest of Section 2(b) of GSD Rule
22A is not relevant. Therefore, FICC is
proposing to amend the reference to
point specifically to Section 2(b)(i) of
GSD Rule 22A.
FICC is also proposing to delete the ‘‘,
to the extent applicable,’’ and ‘‘and
15 See
3.
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17 15
U.S.C. 78q–1(b)(3)(F).
CFR 240.17Ad–22(e)(23)(i).
19 15 U.S.C. 78q–1(b)(3)(F).
18 17
16 Id.
3.
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3.
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Federal Register / Vol. 83, No. 162 / Tuesday, August 21, 2018 / Notices
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Corporation Default situation would
facilitate an orderly close out netting of
obligations between FICC and the GSD
Members in the event that a Corporation
Default occurs. An orderly close out
netting of obligations between FICC and
the GSD Members would provide clarity
and certainty to market participants in
a time of distress regarding their rights
and obligations and the rights and
obligations of FICC. Clarity and
certainty of the rights and obligations of
market participants as well as rights and
obligations of FICC would in turn
promote the prompt and accurate
clearance and settlement of securities
transactions. Therefore, FICC believes
that the proposed rule change to apply
GSD Rule 22B to Sponsored Members in
the same manner as it applies to all
other GSD Members is consistent with
Section 17A(b)(3)(F) of the Act.
Rule 17Ad–22(e)(23)(i) under the Act
requires FICC to establish, implement,
maintain and enforce written policies
and procedures reasonably designed to
publicly disclose all relevant rules and
material procedures.20 FICC believes
that the proposed rule changes to (i)
amend the third sentence of Section (a)
of GSD Rule 22B by (A) deleting the
unnecessary and potentially confusing
reference to Section 2(a) of GSD Rule
22A and (B) modifying the reference to
Section 2(b) of GSD Rule 22A to
specifically refer to Section 2(b)(i) of
GSD Rule 22A, and (ii) make clarifying
and/or technical changes in GSD Rule
3A and GSD Rule 22B, would ensure
that the GSD Rules remain clear and
accurate to GSD Members. Having clear
and accurate GSD Rules would facilitate
GSD Members’ understanding of those
rules and provide GSD Members with
increased predictability and certainty
regarding their obligations. As such,
FICC believes that these proposed rule
changes are consistent with Rule 17Ad–
22(e)(23)(i) under the Act.
(B) Clearing Agency’s Statement on
Burden on Competition
FICC believes that the proposed rule
change to apply GSD Rule 22B to
Sponsored Members could have an
impact on competition. This is because
the proposed change to apply GSD Rule
22B to Sponsored Members would (i)
provide for the immediate termination
upon a Corporation Default of all
Transactions to which a Sponsored
Member is a party and which have been
subject to Novation pursuant to GSD
Rules but have not yet settled and (ii)
require a Sponsored Member to provide
FICC with a 7-day period under the
circumstances described in Section
(b)(i) of GSD Rule 22B before such
termination can occur. FICC believes
this proposed rule change could both
promote competition and burden
competition. The proposed rule change
to apply GSD Rule 22B to Sponsored
Members could promote competition by
ensuring that GSD Members are subject
to a common, transparent legal
framework in a Corporation Default.
Applying the close out netting process
and the 7-day period requirement to
Sponsored Members in the same
manner as they apply to all other GSD
Members would help ensure that, in the
unlikely event that FICC becomes
insolvent or defaults in its obligations to
GSD Members, all GSD Members follow
the same procedures in closing out their
positions and netting them against
FICC’s obligations to the GSD Members.
Requiring that all GSD Members follow
the same procedures in closing out their
positions in a Corporation Default
would help promote competition
because all GSD Members would be
treated alike during a stressed market
condition. Conversely, the propose rule
change to apply GSD Rule 22B to
Sponsored Members could burden
competition by subjecting the
Sponsored Members to the close out
netting process and the 7-day period
requirement. However, FICC believes
any burden on competition that is
created by this proposed rule change
would be necessary and appropriate in
furtherance of the purposes of the Act,
as permitted by Section 17A(b)(3)(I) of
the Act.21
FICC believes any burden on
competition that is created by the
proposed rule change to apply GSD Rule
22B to Sponsored Members would be
necessary in furtherance of the purposes
of the Act 22 because the GSD Rules are
required to be designed to ‘‘promote the
prompt and accurate clearance and
settlement of securities transactions.’’ 23
As described above, the proposed rule
change to apply GSD Rule 22B to
Sponsored Members would help to
ensure that all GSD Members are subject
to a common, transparent legal
framework in a Corporation Default.
Having a common, transparent legal
framework in a Corporation Default
situation would facilitate an orderly
close out netting of obligations between
FICC and the GSD Members in the event
that a Corporation Default occurs. An
orderly close out netting of obligations
between FICC and the GSD Members
would provide clarity and certainty to
market participants in a time of distress
U.S.C. 78q–1(b)(3)(I).
22 Id.
20 17
CFR 240.17Ad–22(e)(23)(i).
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17:31 Aug 20, 2018
23 15
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regarding their rights and obligations
and the rights and obligations of FICC.
Clarity and certainty of the rights and
obligations of market participants as
well as the rights and obligations of
FICC would in turn promote the prompt
and accurate clearance and settlement of
securities transactions. Therefore, FICC
believes any burden that is created by
the proposed rule change to apply GSD
Rule 22B to Sponsored Members would
be necessary in furtherance of the
purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.24
FICC also believes any burden on
competition that is created by the
proposed rule change to apply GSD Rule
22B to Sponsored Members would be
appropriate in furtherance of the
purposes of the Act.25 As described
above, the proposed rule change to
apply GSD Rule 22B to Sponsored
Members would subject Sponsored
Members to the close out netting
process and the 7-day period
requirement. Subjecting Sponsored
Members to the close out netting
process would facilitate an orderly close
out netting of obligations between FICC
and all GSD Members (including the
Sponsored Members) in the event that a
Corporation Default occurs. Requiring
Sponsored Members to provide FICC
with a 7-day period under the
circumstances described in Section
(b)(i) of GSD Rule 22B would help to
avoid a systemic disruption under such
circumstances. Therefore, FICC believes
any burden that is created by the
proposed rule change to apply GSD Rule
22B to Sponsored Members would be
appropriate in furtherance of the
purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.26
FICC does not believe that the
proposed rule changes to (i) amend the
third sentence of Section (a) of GSD
Rule 22B by (A) deleting the
unnecessary and potentially confusing
reference to Section 2(a) of GSD Rule
22A and (B) modifying the reference to
Section 2(b) of GSD Rule 22A to
specifically refer to Section 2(b)(i) of
GSD Rule 22A, and (ii) make clarifying
and/or technical changes in GSD Rule
3A and GSD Rule 22B, would have an
impact on competition.27 These changes
would simply provide specificity,
clarity and additional transparency
within the GSD Rules and not affect
GSD Members’ rights and obligations.
As such, FICC believes that these
24 15
21 15
PO 00000
U.S.C. 78q–1(b)(3)(I).
25 Id.
26 Id.
U.S.C. 78q–1(b)(3)(F).
Frm 00092
Fmt 4703
Sfmt 4703
42343
27 Id.
E:\FR\FM\21AUN1.SGM
21AUN1
42344
Federal Register / Vol. 83, No. 162 / Tuesday, August 21, 2018 / Notices
proposed rule changes would not have
any impact on competition.
(C) Clearing Agency’s Statement on
Comments on the Proposed Rule
Change Received From Members,
Participants, or Others
FICC reviewed the proposed rule
change with its Sponsoring Members in
order to benefit from their expertise on
the Sponsored Members. Written
comments relating to this proposed rule
change have not been received from the
Sponsoring Members or any other
person. 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
such 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:
sradovich on DSK3GMQ082PROD with NOTICES
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–2018–008 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549.
All submissions should refer to File
Number SR–FICC–2018–008. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
VerDate Sep<11>2014
17:31 Aug 20, 2018
Jkt 244001
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of FICC and on DTCC’s website
(https://dtcc.com/legal/sec-rulefilings.aspx). All comments received
will be posted without change. Persons
submitting comments are cautioned that
we do not redact or edit personal
identifying information from comment
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–FICC–
2018–008 and should be submitted on
or before September 11, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.28
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–17956 Filed 8–20–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83853; File No. SR–
CboeEDGX–2018–035]
Self-Regulatory Organizations; Cboe
EDGX Exchange, Inc.; Notice of Filing
of a Proposed Rule Change To Permit
the Listing and Trading of Options
That Overlie the Mini-SPX Index, the
Russell 2000 Index, and the Dow Jones
Industrial Average
August 15, 2018.
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 August
10, 2018, Cboe EDGX Exchange, Inc.
(the ‘‘Exchange’’ or ‘‘EDGX’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II and III below, which Items
have been prepared by the Exchange.
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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 Substance of
the Proposed Rule Change
The Exchange filed a proposal to
permit the listing and trading of options
that overlie the Mini-SPX Index (‘‘XSP
options’’), the Russell 2000 Index (‘‘RUT
options’’), and the Dow Jones Industrial
Average (‘‘DJX options’’).
The text of the proposed rule change
is available at the Exchange’s website at
www.markets.cboe.com, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange 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
Exchange has prepared summaries, set
forth in Sections A, B, and C below, of
the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The proposed rule change amends the
Exchange’s index rules to permit the
listing and trading of XSP options, RUT
options, and DJX options. XSP options
are options on the Mini SPX Index, the
current value of which is 1/10th the
value of the Standard & Poor’s 500 Stock
Index reported by the reporting
authority.3 RUT options are options on
the Russell 2000 Index. DJX options are
options based on 1/100th of the value of
the Dow Jones Industrial Average. The
index underlying each of XSP, RUT, and
DJX options satisfies the criteria of a
broad-based index for the initial listing
of options on that index, as set forth in
Rule 29.3(b):
(1) The index is broad-based index, as
defined in Rule 29.2(j) (an index
designed to be representative of a stock
market as a whole or of a range of
companies in unrelated industries);
(2) The options are designated as
A.M.-settled;
28 17
1 15
PO 00000
Frm 00093
Fmt 4703
Sfmt 4703
3 See proposed Rule 29.11, Interpretation and
Policy .01.
E:\FR\FM\21AUN1.SGM
21AUN1
Agencies
[Federal Register Volume 83, Number 162 (Tuesday, August 21, 2018)]
[Notices]
[Pages 42340-42344]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-17956]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-83850; File No. SR-FICC-2018-008]
Self-Regulatory Organizations; Fixed Income Clearing Corporation;
Notice of Filing of Proposed Rule Change To Apply Government Securities
Division Corporation Default Rule to Sponsored Members and Make Other
Changes
August 15, 2018.
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 August 6, 2018, Fixed Income Clearing Corporation (``FICC'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II and III below, which
Items have been prepared by the clearing agency. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
[[Page 42341]]
I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule change consists of modifications to FICC's
Government Securities Division (``GSD'') Rulebook (``GSD Rules'') \3\
in order to apply GSD Rule 22B (Corporation Default) to Sponsored
Members as well as make certain other changes, as described in greater
detail below.
---------------------------------------------------------------------------
\3\ Capitalized terms not defined herein are defined in the GSD
Rules, available at https://www.dtcc.com/~/media/Files/Downloads/
legal/rules/ficc_gov_rules.pdf.
---------------------------------------------------------------------------
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
The purpose of this proposed rule change is to amend GSD Rule 3A
(Sponsoring Members and Sponsored Members) in order to apply GSD Rule
22B (Corporation Default) to Sponsored Members. In addition, the
proposed rule change would make certain other changes, as described in
greater detail below.
(i) Background
Under GSD Rule 3A (Sponsoring Members and Sponsored Members), Bank
Netting Members that are well-capitalized (as defined by the Federal
Deposit Insurance Corporation's applicable regulations) and have at
least $5 billion in equity capital (Sponsoring Members) are permitted
to sponsor qualified institutional buyers as defined by Rule 144A \4\
under the Securities Act of 1933, as amended (``Securities Act''),\5\
and certain legal entities that, although not organized as entities
specifically listed in paragraph (a)(1)(i) of Rule 144A under the
Securities Act, satisfy the financial requirements necessary to be
qualified institutional buyers as specified in that paragraph
(Sponsored Members) into GSD membership.
---------------------------------------------------------------------------
\4\ See 17 CFR 230.144A.
\5\ 15 U.S.C. 77a et seq.
---------------------------------------------------------------------------
In connection with the onboarding of new Sponsoring Members and
their respective Sponsored Members into GSD membership, FICC has
received certain questions regarding the applicability of GSD Rule 22B
(Corporation Default) to Sponsoring Members and their respective
Sponsored Members. GSD Rule 22B provides that close out netting will be
applied to obligations between GSD and its Members in the event that a
Corporation Default occurs.\6\ GSD Rule 22B currently does not apply to
Sponsored Members but does apply to Sponsoring Members in their
capacity as Netting Members. Not applying GSD Rule 22B to Sponsored
Members creates an inconsistency with respect to the legal framework
and process applicable to the Sponsored Members versus other GSD
Members\7\ in the event that a Corporation Default occurs.
---------------------------------------------------------------------------
\6\ Events that shall constitute a Corporation Default are
described in Section (b) of GSD Rule 22B. Supra note 3.
\7\ GSD Rule 1 (Definitions) defines ``Member'' as a Comparison-
Only Member or a Netting Member. Supra note 3. For purposes of this
filing, the term ``Member'' shall exclude Comparison-Only Members
because Comparison-Only Members are not relevant in the context of
Corporation Default provisions as such Members only participate in
the Comparison System.
---------------------------------------------------------------------------
(ii) Proposed Changes to the GSD Rules
GSD Rule 3A (Sponsoring Members and Sponsored Members)
FICC is proposing to add an introductory paragraph to Section 17 of
GSD Rule 3A (Sponsoring Members and Sponsored Members) which makes it
clear that for purposes of the Rules, Schedules, Interpretations and
Statements of Policy referenced in Section 17 of GSD Rule 3A,
Sponsoring Members and/or Sponsored Members, in their respective
capacities as such, would be ``Members.'' Adding this clarifying
paragraph would be helpful to Sponsoring Members and Sponsored Members
because it would enable them to know which Rules, Schedules,
Interpretations and Statements of Policy would govern their rights,
liabilities and obligations in their respective capacities as
Sponsoring Members and/or Sponsored Members.
In order to ensure that all GSD Members are subject to a common,
transparent legal framework in a Corporation Default situation, FICC is
proposing to modify GSD Rule 3A so that GSD Rule 22B (Corporation
Default) would apply to Sponsored Members in the same manner as it
applies to all other GSD Members. Specifically, FICC proposes to add a
new subsection (a) to Section 17 of GSD Rule 3A which would provide
that GSD Rule 22B would apply to Sponsored Members. This proposed
change would necessitate a technical change to renumber all subsequent
subsections in Section 17 of GSD Rule 3A.
GSD Rule 22B defines the term ``Corporation Default'' and sets
forth the close out netting process in the event of a Corporation
Default. Section (b)(ii) of GSD Rule 22B provides that the following
events shall constitute a Corporation Default: (A) the dissolution of
FICC (other than pursuant to a consolidation, amalgamation, or
merger),\8\ (B) the institution by FICC of a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors'
rights, or the presentation of a petition for FICC's winding-up or
liquidation, or the making of a general assignment for the benefit of
creditors,\9\ (C) the institution of a proceeding against FICC seeking
a judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors'
rights, or the presentation of a petition for FICC's winding-up or
liquidation and, in each case, such proceeding or petition resulting in
a judgement of insolvency or bankruptcy or the entry of an order for
relief or the making of an order for FICC's winding-up or
liquidation,\10\ or (D) FICC seeking or becoming subject to the
appointment of a receiver, trustee, or other similar official pursuant
to the federal securities laws or Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act \11\ for FICC or for all or
substantially all of FICC's assets.\12\
---------------------------------------------------------------------------
\8\ See Section (b)(ii)(A) of GSD Rule 22B. Supra note 3.
\9\ See Section (b)(ii)(B) of GSD Rule 22B. Supra note 3.
\10\ See Section (b)(ii)(C) of GSD Rule 22B. Supra note 3.
\11\ 12 U.S.C. 5381 et seq.
\12\ See Section (b)(ii)(D) of GSD Rule 22B. Supra note 3.
---------------------------------------------------------------------------
In addition, subject to the limitations set forth therein, Section
(b)(i) of GSD Rule 22B provides that a Corporation Default is deemed to
have occurred on the eighth (8th) day after FICC receives notice from a
GSD Member of FICC's failure to make, when due, an undisputed payment
or delivery to such Member that is required to be made by FICC under
the GSD Rules; provided that, such failure remains unremedied
[[Page 42342]]
throughout the seven (7) day period following FICC's receipt of the
notice.\13\
---------------------------------------------------------------------------
\13\ See Section (b)(i) of GSD Rule 22B. Supra note 3.
---------------------------------------------------------------------------
FICC's provision of clearance and settlement services, including
the timely settlement of Transactions in the ordinary course of
business, are a part of FICC's fundamental directive as a registered
clearing agency under the Act. The seven (7) day period provided by
Section (b)(i) of GSD Rule 22B is intended to address the circumstance
where FICC experiences an operational issue that prevents it from
completing such clearance and settlement services. In this
circumstance, if FICC is not able to rectify the failure and satisfy
its obligations in seven (7) days, GSD Rule 22B requires that all
Transactions which have been subject to Novation pursuant to the GSD
Rules but have not yet settled and any rights and obligations of the
parties thereto to be immediately terminated.\14\ The seven (7) day
period is designed to avoid a systemic disruption in such circumstance.
---------------------------------------------------------------------------
\14\ See Section (a) of GSD Rule 22B. Supra note 3.
---------------------------------------------------------------------------
In connection with the proposed rule change to apply GSD Rule 22B
to Sponsored Members, FICC is also proposing to add language to clarify
that the commencement of the seven (7) day period preceding a potential
Corporation Default, as provided by Section (b)(i) of GSD Rule 22B,
would not modify FICC's obligations to satisfy any undisputed payment
or delivery obligation to a Sponsored Member under the GSD Rules,
including any undisputed interest payment obligation owing to the
Sponsored Member on an open Sponsored Member Trade, and that such
obligation would continue to accrue in favor of the Sponsored Member
for the duration of the seven (7) day period. Specifically, FICC is
proposing to include in the proposed new subsection (a) to Section 17
of GSD Rule 3A language that makes it clear that FICC would be
responsible for satisfying any undisputed payment or delivery
obligation required to be made by FICC to a Sponsored Member under the
GSD Rules, including, but not limited to, any undisputed interest
payment obligation that accrues in favor of a Sponsored Member on a
Sponsored Member Trade that has been subject to Novation pursuant to
the GSD Rules but has not yet settled and for which FICC has received
notice from such Sponsored Member of FICC's failure to make, when due,
such undisputed interest payment to such Sponsored Member within the
meaning of Section (b)(i) of GSD Rule 22B.
GSD Rule 22B (Corporation Default)
FICC is proposing to amend the wording of the third sentence of
Section (a) of GSD Rule 22B to provide greater clarity regarding the
close out netting process upon a Corporation Default. Specifically,
FICC is proposing to delete a reference to Section 2(a) of GSD Rule 22A
in that sentence and modify the reference to Section 2(b) of GSD Rule
22A to specifically refer to Section 2(b)(i) of GSD Rule 22A.
FICC is proposing to delete the reference to Section 2(a) of GSD
Rule 22A in the third sentence of Section (a) of GSD Rule 22B because
this reference is unnecessary and potentially confusing to GSD Members.
The reference to Section 2(a) of GSD Rule 22A is meant to set forth
Transactions that would not be subject to the close out netting process
in the event of a Corporation Default by referring (by way of analogy)
to Transactions that FICC would not close out in the event FICC ceases
to act for a GSD Member. However, Section (a) of GSD Rule 22B already
contains a statement that makes it clear which Transactions are subject
to the close out netting process in the event of a Corporation Default:
``all Transactions which have been subject to Novation pursuant to
these [GSD] Rules . . . .'' \15\ Therefore, the reference to Section
2(a) of GSD Rule 22A is not necessary and potentially confusing to GSD
Members, and FICC proposes to delete it from the third sentence of
Section (a) of GSD Rule 22B.
---------------------------------------------------------------------------
\15\ See Section (a) of GSD Rule 22B. Supra note 3.
---------------------------------------------------------------------------
In addition, FICC is proposing to modify the reference to Section
2(b) of GSD Rule 22A in the third sentence of Section (a) of GSD Rule
22B to specifically refer to Section 2(b)(i) of GSD Rule 22A. Section
(a) of GSD Rule 22B provides, in relevant part, that ``the Board shall
determine a single net amount owed by or to each Member . . . by
applying the close out . . . procedures of Section 2(a) and (b) of
[GSD] Rule 22A . . . .'' \16\ The reference to the entirety of Section
2(b) of GSD Rule 22A could cause confusion for GSD Members. This is
because only subsection (i) of Section 2(b) of GSD Rule 22A, which
speaks specifically to final net settlement positions, is relevant in
the context of GSD Rule 22B. The rest of Section 2(b) of GSD Rule 22A
is not relevant. Therefore, FICC is proposing to amend the reference to
point specifically to Section 2(b)(i) of GSD Rule 22A.
---------------------------------------------------------------------------
\16\ Id.
---------------------------------------------------------------------------
FICC is also proposing to delete the ``, to the extent
applicable,'' and ``and application'' language from the third sentence
of Section (a) of GSD Rule 22B. FICC is proposing to delete the ``, to
the extent applicable,'' language because Section 2(b)(i) of GSD Rule
22A would always be applicable for purposes of the Board determining a
single net amount owed by or to each Member under GSD Rule 22B after a
Corporation Default has occurred. Likewise, FICC is proposing to
streamline the wording of the third sentence of Section (a) of GSD Rule
22B by deleting the ``and application'' language because it is
extraneous wording that is unnecessary and not relevant in the context
of Section 2(b)(i) of GSD Rule 22A.
Lastly, FICC is proposing a change to the third sentence of Section
(a) of GSD Rule 22B to make it clear that, although GSD Rule 22B would
apply to Sponsored Members pursuant to this proposal, the loss
allocation provisions of GSD Rule 4 (Clearing Fund and Loss Allocation)
referenced in GSD Rule 22B would not apply to Sponsored Members.
Specifically, FICC is proposing a clarifying change in that sentence to
add ``, to the extent such provisions are otherwise applicable to such
Member'' following the reference in that sentence to the loss
allocation provisions in GSD Rule 4. This proposed change is consistent
with Section 12(a) of GSD Rule 3A, which provides that Sponsored
Members are not obligated for allocations, pursuant to GSD Rule 4, of
loss or liability incurred by FICC.
2. Statutory Basis
FICC believes this proposal is consistent with the requirements of
the Act, and the rules and regulations thereunder applicable to a
registered clearing agency. Specifically, FICC believes this proposal
is consistent with Section 17A(b)(3)(F) of the Act \17\ and Rule 17Ad-
22(e)(23)(i),\18\ as promulgated under the Act, for the reasons
described below.
---------------------------------------------------------------------------
\17\ 15 U.S.C. 78q-1(b)(3)(F).
\18\ 17 CFR 240.17Ad-22(e)(23)(i).
---------------------------------------------------------------------------
Section 17A(b)(3)(F) of the Act requires, in part, that the GSD
Rules be designed to ``promote the prompt and accurate clearance and
settlement of securities transactions.'' \19\ FICC believes that the
proposed rule change to apply GSD Rule 22B to Sponsored Members in the
same manner as it applies to all other GSD Members would help to ensure
that all GSD Members are subject to a common, transparent legal
framework in a Corporation Default situation. Having a common,
transparent legal framework in a
[[Page 42343]]
Corporation Default situation would facilitate an orderly close out
netting of obligations between FICC and the GSD Members in the event
that a Corporation Default occurs. An orderly close out netting of
obligations between FICC and the GSD Members would provide clarity and
certainty to market participants in a time of distress regarding their
rights and obligations and the rights and obligations of FICC. Clarity
and certainty of the rights and obligations of market participants as
well as rights and obligations of FICC would in turn promote the prompt
and accurate clearance and settlement of securities transactions.
Therefore, FICC believes that the proposed rule change to apply GSD
Rule 22B to Sponsored Members in the same manner as it applies to all
other GSD Members is consistent with Section 17A(b)(3)(F) of the Act.
---------------------------------------------------------------------------
\19\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------
Rule 17Ad-22(e)(23)(i) under the Act requires FICC to establish,
implement, maintain and enforce written policies and procedures
reasonably designed to publicly disclose all relevant rules and
material procedures.\20\ FICC believes that the proposed rule changes
to (i) amend the third sentence of Section (a) of GSD Rule 22B by (A)
deleting the unnecessary and potentially confusing reference to Section
2(a) of GSD Rule 22A and (B) modifying the reference to Section 2(b) of
GSD Rule 22A to specifically refer to Section 2(b)(i) of GSD Rule 22A,
and (ii) make clarifying and/or technical changes in GSD Rule 3A and
GSD Rule 22B, would ensure that the GSD Rules remain clear and accurate
to GSD Members. Having clear and accurate GSD Rules would facilitate
GSD Members' understanding of those rules and provide GSD Members with
increased predictability and certainty regarding their obligations. As
such, FICC believes that these proposed rule changes are consistent
with Rule 17Ad-22(e)(23)(i) under the Act.
---------------------------------------------------------------------------
\20\ 17 CFR 240.17Ad-22(e)(23)(i).
---------------------------------------------------------------------------
(B) Clearing Agency's Statement on Burden on Competition
FICC believes that the proposed rule change to apply GSD Rule 22B
to Sponsored Members could have an impact on competition. This is
because the proposed change to apply GSD Rule 22B to Sponsored Members
would (i) provide for the immediate termination upon a Corporation
Default of all Transactions to which a Sponsored Member is a party and
which have been subject to Novation pursuant to GSD Rules but have not
yet settled and (ii) require a Sponsored Member to provide FICC with a
7-day period under the circumstances described in Section (b)(i) of GSD
Rule 22B before such termination can occur. FICC believes this proposed
rule change could both promote competition and burden competition. The
proposed rule change to apply GSD Rule 22B to Sponsored Members could
promote competition by ensuring that GSD Members are subject to a
common, transparent legal framework in a Corporation Default. Applying
the close out netting process and the 7-day period requirement to
Sponsored Members in the same manner as they apply to all other GSD
Members would help ensure that, in the unlikely event that FICC becomes
insolvent or defaults in its obligations to GSD Members, all GSD
Members follow the same procedures in closing out their positions and
netting them against FICC's obligations to the GSD Members. Requiring
that all GSD Members follow the same procedures in closing out their
positions in a Corporation Default would help promote competition
because all GSD Members would be treated alike during a stressed market
condition. Conversely, the propose rule change to apply GSD Rule 22B to
Sponsored Members could burden competition by subjecting the Sponsored
Members to the close out netting process and the 7-day period
requirement. However, FICC believes any burden on competition that is
created by this proposed rule change would be necessary and appropriate
in furtherance of the purposes of the Act, as permitted by Section
17A(b)(3)(I) of the Act.\21\
---------------------------------------------------------------------------
\21\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------
FICC believes any burden on competition that is created by the
proposed rule change to apply GSD Rule 22B to Sponsored Members would
be necessary in furtherance of the purposes of the Act \22\ because the
GSD Rules are required to be designed to ``promote the prompt and
accurate clearance and settlement of securities transactions.'' \23\ As
described above, the proposed rule change to apply GSD Rule 22B to
Sponsored Members would help to ensure that all GSD Members are subject
to a common, transparent legal framework in a Corporation Default.
Having a common, transparent legal framework in a Corporation Default
situation would facilitate an orderly close out netting of obligations
between FICC and the GSD Members in the event that a Corporation
Default occurs. An orderly close out netting of obligations between
FICC and the GSD Members would provide clarity and certainty to market
participants in a time of distress regarding their rights and
obligations and the rights and obligations of FICC. Clarity and
certainty of the rights and obligations of market participants as well
as the rights and obligations of FICC would in turn promote the prompt
and accurate clearance and settlement of securities transactions.
Therefore, FICC believes any burden that is created by the proposed
rule change to apply GSD Rule 22B to Sponsored Members would be
necessary in furtherance of the purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.\24\
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\22\ Id.
\23\ 15 U.S.C. 78q-1(b)(3)(F).
\24\ 15 U.S.C. 78q-1(b)(3)(I).
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FICC also believes any burden on competition that is created by the
proposed rule change to apply GSD Rule 22B to Sponsored Members would
be appropriate in furtherance of the purposes of the Act.\25\ As
described above, the proposed rule change to apply GSD Rule 22B to
Sponsored Members would subject Sponsored Members to the close out
netting process and the 7-day period requirement. Subjecting Sponsored
Members to the close out netting process would facilitate an orderly
close out netting of obligations between FICC and all GSD Members
(including the Sponsored Members) in the event that a Corporation
Default occurs. Requiring Sponsored Members to provide FICC with a 7-
day period under the circumstances described in Section (b)(i) of GSD
Rule 22B would help to avoid a systemic disruption under such
circumstances. Therefore, FICC believes any burden that is created by
the proposed rule change to apply GSD Rule 22B to Sponsored Members
would be appropriate in furtherance of the purposes of the Act, as
permitted by Section 17A(b)(3)(I) of the Act.\26\
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\25\ Id.
\26\ Id.
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FICC does not believe that the proposed rule changes to (i) amend
the third sentence of Section (a) of GSD Rule 22B by (A) deleting the
unnecessary and potentially confusing reference to Section 2(a) of GSD
Rule 22A and (B) modifying the reference to Section 2(b) of GSD Rule
22A to specifically refer to Section 2(b)(i) of GSD Rule 22A, and (ii)
make clarifying and/or technical changes in GSD Rule 3A and GSD Rule
22B, would have an impact on competition.\27\ These changes would
simply provide specificity, clarity and additional transparency within
the GSD Rules and not affect GSD Members' rights and obligations. As
such, FICC believes that these
[[Page 42344]]
proposed rule changes would not have any impact on competition.
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\27\ Id.
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
FICC reviewed the proposed rule change with its Sponsoring Members
in order to benefit from their expertise on the Sponsored Members.
Written comments relating to this proposed rule change have not been
received from the Sponsoring Members or any other person. 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 such 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 [email protected]. Please include
File Number SR-FICC-2018-008 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-FICC-2018-008. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (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 website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of FICC and on DTCC's website
(https://dtcc.com/legal/sec-rule-filings.aspx). All comments received
will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-FICC-2018-008 and should be submitted on
or before September 11, 2018.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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\28\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-17956 Filed 8-20-18; 8:45 am]
BILLING CODE 8011-01-P