[Federal Register Volume 89, Number 10 (Tuesday, January 16, 2024)]
[Notices]
[Pages 2702-2707]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-00630]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99303; File No. SR-NSCC-2023-011]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Order Granting Approval of a Proposed Rule Change To 
Refine the Margin Liquidity Adjustment (``MLA'') Charge Calculation and 
the Description of the MLA Charge

January 9, 2024.

I. Introduction

    On November 17, 2023, National Securities Clearing Corporation 
(``NSCC'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ 
proposed rule change SR-NSCC-2023-011 (``Proposed Rule Change'') to 
modify NSCC's Rules & Procedures (``Rules'') \3\ to refine the Margin 
Liquidity Adjustment (``MLA'') charge calculation and the description 
of the MLA Charge, as described in greater detail below. The Proposed 
Rule Change was published for public comment in the Federal Register on 
December 1, 2023.\4\ The Commission has received no comments on the 
Proposed Rule Change. For the reasons discussed below, the Commission 
is approving the Proposed Rule Change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Terms not defined herein are defined in the NSCC Rules, as 
applicable, available at http://dtcc.com/~/media/Files/Downloads/
legal/rules/nscc_rules.pdf.
    \4\ See Securities Exchange Act Release No. 99022 (Nov. 27, 
2023), 88 FR 83993 (Dec. 1, 2023) (File No. SR-NSCC-2023-011) 
(``Notice of Filing'').
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II. Background

A. Overview of NSCC's Margin Methodology

    NSCC provides central counterparty (``CCP'') services, including 
clearing, settlement, risk management, and a guarantee of completion 
for virtually all broker-to-broker trades involving equity securities, 
corporate and municipal debt securities, and certain other securities. 
As a CCP, NSCC interposes itself as the buyer to every seller and 
seller to every buyer for the financial transactions it clears. As 
such, NSCC is exposed to the risk that one or more of its members may 
fail to make a payment or to deliver securities.
    A key tool that NSCC uses to manage its credit exposure to its 
members is determining and collecting an appropriate Required Fund 
Deposit (i.e., margin) for each member.\5\ The objective of a Member's 
margin is to mitigate potential losses to NSCC associated with 
liquidating a Member's portfolio in the event NSCC ceases to act for 
that Member (hereinafter referred to as a ``default'').\6\ The 
aggregated amount of all members' margin constitutes the NSCC Clearing 
Fund. NSCC would access its Clearing Fund should a defaulting Member's 
own margin be insufficient to satisfy losses to NSCC caused by the 
liquidation of that Member's portfolio.\7\ Each member's margin 
consists of several components, each of which is designed to address 
specific risks faced by NSCC arising out of its members' trading 
activity.
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    \5\ See Rule 4 (Clearing Fund) and Procedure XV (Clearing Fund 
Formula and Other Matters) of the Rules, supra note 3.
    \6\ The Rules identify when NSCC may cease to act for a Member 
and the types of actions NSCC may take. For example, NSCC may 
suspend a firm's membership with NSCC or prohibit or limit a 
Member's access to NSCC's services in the event that Member defaults 
on a financial or other obligation to NSCC. See Rule 46 
(Restrictions on Access to Services) of the Rules, supra note 3.
    \7\ See Rule 4 (Clearing Fund), supra note 3.
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B. NSCC's MLA Charge

    The MLA Charge \8\ is a margin component designed to address the 
market impact costs of liquidating a defaulted Member's portfolio that 
may increase when that portfolio includes large Net Unsettled Positions 
in a particular group of securities with a similar risk profile or in a 
particular asset type (referred to as ``asset groups''), thereby 
causing those costs to be higher than the amount collected for the 
Member's volatility charge.\9\ A portfolio with large Net Unsettled 
Positions in a particular group of securities with a similar risk 
profile or in a particular asset type may be more difficult to 
liquidate in the market in the event the Member defaults because a 
concentration in that group of securities or in an asset type could 
reduce the marketability of those large positions. Therefore, such 
portfolios create a risk that NSCC may face increased market impact 
cost to liquidate that portfolio in the assumed margin period of risk 
of three business days at market prices.
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    \8\ See Securities Exchange Act Release Nos. 90181 (Oct. 14, 
2020), 85 FR 66646 (Oct. 20, 2020) (File No. SR-NSCC-2020-016) and 
90034 (Sep. 28, 2020), 85 FR 62342 (Oct. 2, 2020) (File No. SR-NSCC-
2020-804) (introduced the MLA Charge).
    \9\ The volatility charge is designed to capture the market 
price risk associated with liquidating each Member's portfolio at a 
99th percentile level of confidence. See Notice of Filing, supra 
note 4, at 83994.
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    The MLA Charge is calculated to address this increased market 
impact cost by determining an amount of margin to mitigate this risk. 
The MLA Charge is calculated for different asset groups. Essentially, 
the calculation is designed to compare the total market value of a Net 
Unsettled Position in a particular asset group, which NSCC would be 
required to liquidate in the event of a Member default, to the 
available trading volume of that asset group or equities subgroup in 
the market.\10\
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    \10\ See id.
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    Specifically, when calculating the MLA Charge, NSCC currently 
categorizes securities into separate asset groups that have similar 
risk profiles--(1) equities \11\ (excluding equities

[[Page 2703]]

defined as Illiquid Securities pursuant to the Rules),\12\ (2) Illiquid 
Securities, (3) unit investment trusts, or UITs, (4) municipal bonds 
(including municipal bond ETPs), and (5) corporate bonds (including 
corporate bond ETPs).\13\ NSCC then further segments the equities asset 
group into the following subgroups: (i) micro-capitalization equities, 
(ii) small capitalization equities, (iii) medium capitalization 
equities, (iv) large capitalization equities, (v) treasury ETPs, and 
(vi) all other ETPs.\14\ NSCC then calculates a measurement of market 
impact cost for each asset group and equities asset subgroup for which 
a Member has Net Unsettled Positions in its portfolio.\15\
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    \11\ NSCC excludes long positions in Family-Issued Securities, 
as defined in Rule 1 (Definitions) of the Rules, from the MLA 
Charge. NSCC believes the margin charge applicable to long Net 
Unsettled Positions in Family-Issued Securities pursuant to Sections 
I(A)(1)(a)(iv) and (2)(a)(iv) of Procedure XV of the Rules provides 
adequate mitigation of the risks presented by those Net Unsettled 
Positions, such that an MLA Charge would not be triggered. See id. 
at n.14. See also supra note 3.
    \12\ See Rule 1 (Definitions), supra note 3.
    \13\ See Sections I(A)(1)(g) and I(A)(2)(f) of Procedure XV of 
the Rules, supra note 3. Additional details regarding the 
calculation of the MLA Charge are set forth in the NSCC's 
Methodology Documentation for Quantitative Margin Risk Models 
(``Methodology Documentation''). NSCC would revise the Methodology 
Documentation to incorporate the changes in the Proposed Rule Change 
and included copies of changes to the Methodology Documentation in 
Exhibit 3b to the Proposed Rule Change. Pursuant to 17 CFR 240.24b-
2, NSCC requested confidential treatment of Exhibit 3b.
    \14\ Id. The market capitalization categorizations currently are 
as follows: (i) micro-capitalization equities have a capitalization 
of less than $300 million, (ii) small capitalization equities have a 
capitalization of equal to or greater than $300 million and less 
than $2 billion, (iii) medium capitalization equities have a 
capitalization of equal to or greater than $2 billion and less than 
$10 billion, and (iv) large capitalization equities have a 
capitalization of equal to or greater than $10 billion. NSCC reviews 
these categories annually, and any changes that NSCC deems 
appropriate are subject to NSCC's model risk management governance 
procedures set forth in the Clearing Agency Model Risk Management 
Framework (``Model Risk Management Framework''). See Securities 
Exchange Act Release Nos. 81485 (Aug. 25, 2017), 82 FR 41433 (Aug. 
31, 2017) (File No. SR-NSCC-2017-008); 84458 (Oct. 19, 2018), 83 FR 
53925 (Oct. 25, 2018) (File No. SR-NSCC-2018-009); 88911 (May 20, 
2020), 85 FR 31828 (May 27, 2020) (File No. SR-NSCC-2020-008); 92381 
(July 13, 2021), 86 FR 38163 (July 19, 2021) (SR-NSCC-2021-008); and 
94272 (Feb. 17, 2022), 87 FR 10419 (Feb., 24 2022) (SR-NSCC-2022-
001).
    \15\ See Sections I(A)(1)(g) and I(A)(2)(f) of Procedure XV of 
the Rules, supra note 3.
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III. Description of the Proposed Rule Change

    NSCC proposes to refine the MLA Charge calculation to more 
accurately calculate the impact costs of liquidating a security/
portfolio by (i) moving all exchange traded products (``ETPs'') (other 
than those deemed to be Illiquid Securities) into the equities asset 
group and calculating impact cost at the security level rather than at 
the subgroup level for the equities asset subgroups, and (ii) improving 
the calculations relating to exchange traded funds (``ETFs'') by adding 
a calculation for latent liquidity for equity ETFs with in-kind 
baskets. In addition, NSCC proposes to amend the description of the MLA 
Charge to clarify the description of the calculation with respect to 
SFT Positions in connection with Securities Financing Transactions.

A. Moving Liquid ETPs Into Equities Asset Group and Providing Security 
Level Market Impact Cost Calculations

    NSCC proposes to move all ETPs, including corporate bond ETPs and 
municipal bond ETPs, other than ETPs that are deemed to be Illiquid 
Securities, into the equities asset group. Currently, corporate bond 
ETPs and municipal bond ETPs are included as corporate bonds and 
municipal bonds, respectively, for purposes of the MLA Charge 
calculation. ETPs are traded on an exchange giving them equity-like 
properties, such as trading volume data at the security level apart 
from their underlying assets which may not be actively traded. 
Therefore, the impact costs of liquidating ETPs can be estimated in the 
same manner as other items in the equities asset subgroups, at the 
security level, as discussed below. ETPs that are deemed to be Illiquid 
Securities would be included in the Illiquid Securities category.\16\
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    \16\ See definition of ``Illiquid Security'' in Rule 1, supra 
note 3. For instance, if an ETP is not listed on a specified 
securities exchange or has a limited trading history, as defined in 
the definition, it would be treated as an Illiquid Security for 
purposes of the MLA Charge calculations.
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    NSCC also proposes to revise the market impact cost calculation for 
the equities asset group and subgroups to calculate the impact cost at 
the security level. Based on a review of its margin methodologies (and 
the ETF Study discussed below), NSCC has determined that equities and 
liquid ETPs display a wide disparity of trading volumes (as measured by 
average daily volumes) even within subgroups, and the market impact 
costs are more dependent on specific securities than the subgroup.\17\ 
As a result, NSCC is proposing to calculate the market impact costs for 
securities in the equities asset group, including liquid ETPs, at the 
security level rather than at the subgroup level, which NSCC states has 
shown to be a more accurate calculation of market impact costs for 
these securities.\18\
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    \17\ See Notice of Filing, supra note 4, at 83996.
    \18\ Id.
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    Currently, the MLA Charge calculation for the equity asset 
subgroups includes a measurement of the concentration of the Net 
Unsettled Position in the subgroup.\19\ Since the market impact cost 
would be calculated at the security level for the equities asset group, 
rather than the subgroup level, this measurement would no longer be 
necessary and would be removed.
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    \19\ See id. at 83995.
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    In addition, for each asset group or subgroup, NSCC currently 
compares the calculated market impact cost to a portion of the 
volatility charge that is allocated to Net Unsettled Positions in that 
asset group or subgroup and compares that ratio to a threshold to 
determine if an MLA Charge is applicable to that asset group or 
subgroup.\20\ Since the market impact cost would be calculated at the 
security level for all assets in the equity asset group, rather than 
the subgroup level, this comparison would be at the asset group level 
for all asset groups, including the equities asset group, and would no 
longer be made at the subgroup level for subgroups within the equities 
asset group.
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    \20\ Supra note 3. NSCC's margining methodology uses a three-day 
assumed period of risk. For purposes of this calculation, NSCC uses 
a portion of the applicable volatility charge that is based on one-
day assumed period of risk and calculated by applying a simple 
square-root of time scaling, referred to in this proposed rule 
change as ``1-day volatility charge.'' Any changes that NSCC deems 
appropriate to this assumed period of risk would be subject to 
NSCC's model risk management governance procedures set forth in the 
Model Risk Management Framework. See supra note 14. See also 
Sections I(A)(1)(g) and I(A)(2)(f) of Procedure XV of the Rules, 
supra note 3.
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    To reflect these changes in the Rules, NSCC would amend Sections 
I(A)(1)(g) and I(A)(2)(f) of Procedure XV of the Rules \21\ to move all 
ETP categories as subgroups in the equities asset group other than ETPs 
that are deemed to be Illiquid Securities, which would be categorized 
as Illiquid Securities. A footnote in each of these sections would be 
added to the ``all other ETPs'' category to clarify that ETPs with 
underlying securities separately categorized in an equities asset 
subgroup would be categorized by the asset types and capitalizations of 
their underlying securities, and that ETPs that are deemed Illiquid 
Securities would be categorized in the Illiquid Securities asset group.
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    \21\ See Sections I(A)(1)(g) and I(A)(2)(f) of Procedure XV of 
the Rules, supra note 3.
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    Sections I(A)(1)(g) and I(A)(2)(f) of Procedure XV would be 
restructured to reflect that the market impact calculation for 
securities in the equities asset group would be calculated at the 
security level rather than the subgroup

[[Page 2704]]

level, as discussed above. As a result of this change, the current 
component that measures the concentration of each Net Unsettled 
Position in a subgroup would be removed from Sections I(A)(1)(g)(i)(4) 
and I(A)(2)(f)(i)(4) of Procedure XV. References to subgroup 
calculations would also be removed in applicable provisions, including 
the provisions relating to comparing the calculated market impact cost 
at the subgroup level to the volatility charge applicable to the Net 
Unsettled Positions and an applicable MLA Charge at the subgroup level 
and a sentence that states that all MLA Charges for each of the 
equities subgroups shall be added together to result in one MLA Charge 
for the equities subgroup. In addition, references to subgroups with 
respect to calculations relating to asset groups other than the 
equities asset group currently in Sections I(A)(1)(g)(ii) and 
I(A)(2)(f)(ii) (i.e., references to the treasury ETP and other ETP 
subgroups) would be removed since those would be calculated as part of 
the equities asset group, as discussed above.
    NSCC would add language to clarify that for each Member, all MLA 
Charges for each of the asset groups shall be added together to result 
in a total MLA Charge.

B. Changes to ETF Calculations

    NSCC proposes to amend the impact cost calculations for ETFs to 
more accurately account for the market impact of these securities and 
in response to regulatory feedback on NSCC's margin methodologies, by 
incorporating ``latent'' liquidity to more accurately reflect the 
market liquidity of ETFs.\22\ ETFs are securities that are traded on an 
exchange and that track underlying securities, indexes or other 
financial instruments, including equities, corporate and municipal 
bonds and treasury instruments. Unlike mutual funds, ETFs are created 
with the assistance of certain financial institutions called authorized 
participants (``APs''), often banks, that are given the ability to 
create and redeem ETF shares directly from the ETF issuer. To create 
ETF shares, an AP can either deliver a pre-specified bundle of 
securities underlying the ETFs (i.e., an ``in-kind basket'') in 
exchange for ETF shares, or provide cash equal to the value of the cost 
of purchasing underlying securities for the ETF shares. To redeem ETF 
shares, an AP would do the opposite--deliver ETF shares to the ETF 
issuer in exchange for an in-kind basket of underlying securities or 
cash equal to the value of the underlying securities.
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    \22\ See Notice of Filing, supra note 4, at 83996.
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    Throughout the life of an ETF, APs create and redeem shares 
depending on the market and arbitrage opportunities. As a result, ETFs, 
particularly those with in-kind creation/redemption mechanisms, tend to 
trade close to the value of the underlying securities. For instance, if 
the market price of the ETF on the secondary market (discussed below) 
is above the value of the securities underlying the ETF, the AP can 
purchase underlying securities (at the lower price) and exchange those 
securities to create new ETFs. Likewise, if the market price of the ETF 
falls below the value of the securities underlying the ETFs, an AP can 
buy ETF shares on the secondary market and redeem them with the ETF 
issuer in exchange for the underlying securities.
    As a result of this structure, ETF market liquidity can be divided 
into two markets: the primary market and the secondary market. The 
primary market consists of APs creating and redeeming ETF shares 
directly with the ETF issuer. The secondary market consists of 
investors buying and selling ETFs through exchanges. Often the stocks 
underlying an ETF basket have much larger trading volumes than the 
trading volume of the ETF itself. Upon the liquidation of a portfolio 
with ETFs, the ability of APs to create and redeem ETF shares provides 
additional liquidity, also called ``latent liquidity,'' which changes 
the market risk profile of ETFs with in-kind basket creation/redemption 
processes.
    The current impact cost calculation for the MLA Charge does not 
include calculations measuring the impact relating to latent liquidity. 
NSCC recently commissioned a review of ETFs (``ETF Study'') that 
included an ETF market review, risk characteristics, and an independent 
simulation of market impact costs associated with sample clearing 
portfolios.\23\ Based on the ETF Study, it was observed that most 
equity ETFs with an in-kind creation/redemption process trade with very 
tight premium/discount to net asset value (``NAV''), or close to the 
value of the underlying securities.\24\ Often, however, the stocks 
underlying the equity ETF baskets have a much larger trading volume 
than the equity ETF itself, which creates latent liquidity.
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    \23\ NSCC included the ETF Study in Exhibit 3c to the Proposed 
Rule Change. Pursuant to 17 CFR 240.24b-2, NSCC requested 
confidential treatment of Exhibit 3c.
    \24\ Id. When an ETF's market price is higher than its NAV, it's 
trading at a premium, when it's lower, it's trading at a discount. 
The spread between the premium or discount to the NAV represents a 
potential cost to close out the paired ETF and its in-kind basket.
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    As a result, NSCC is proposing to include, as part of its impact 
calculation, a measure of the latent liquidity for equity ETFs with in-
kind basket creation/redemption processes and a measure of the costs 
associated with primary market activity to more accurately assess the 
impact costs relating to liquidating portfolios containing equity ETFs. 
The proposed calculation would take into account liquidity in the 
primary and secondary market for liquid equity ETFs with in-kind 
creation/redemption processes, by comparing the market impact cost of 
such equity ETFs based on a hypothetical liquidation in the primary 
market and in the secondary market.
    To determine the impact costs of a liquidation of equity ETFs with 
in-kind baskets, NSCC would run the proposed MLA Charge calculations 
described above in two scenarios for portfolios that contain such ETFs 
and compare the two calculations to determine the impact cost. NSCC 
would run a baseline calculation (``Baseline Calculation'') to simulate 
all the ETF positions being liquidated in the secondary market and the 
impact cost calculation would be at the security level (i.e., the ETF 
shares) as liquid equities (as discussed above). NSCC would also run an 
alternative calculation (``Create/Redeem Calculation'') to simulate the 
ETF positions being liquidated in the primary market using the 
creation/redemption process.
    The Create/Redeem Calculation would be calculated as follows:
    <bullet> First, the liquid equity ETFs eligible for in-kind create/
redeem process would be fully decomposed into (a) the corresponding 
underlying baskets of the liquid equity ETFs and (b) pairs of such ETFs 
and their corresponding underlying baskets;
    <bullet> Second, the decomposed underlying baskets and the residual 
securities in the portfolio (i.e., the securities in the original 
portfolio that are not ETFs eligible for in-kind create/redeem process) 
would be netted at the security level;
    <bullet> Third, the impact cost on the portfolio from the second 
step would be calculated assuming all the securities would be 
liquidated in the secondary market, and the impact costs would be 
calculated as described above as if such securities are liquid 
equities;
    <bullet> Fourth, the impact cost calculated in the third step would 
be adjusted by an amount to account for the portfolio

[[Page 2705]]

risk difference \25\ from the netted securities resulting from the 
second step, as compared to the original portfolio;
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    \25\ The original portfolio used in the Baseline Calculation and 
the decomposed portfolio from step two would have different 
portfolio risks. As a result, because such portfolios would contain 
different positions, they would have different VaR Charges if 
calculated separately. The VaR Charge of the original portfolio is a 
component of the MLA Charge calculation for the portfolio from step 
two. Step four would adjust for those differences as part of the 
impact cost.
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    <bullet> Fifth, the impact cost for paired ETFs and their 
corresponding underlying baskets would be calculated by multiplying the 
gross market amount of the ETFs by a haircut representing the premium/
discount; \26\ and
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    \26\ The haircut is calculated as an estimate of the cost of 
closing out the ETFs and underlying pairs using the create/redeem 
process. The haircut is a model parameter and will be reviewed at 
least monthly in accordance with the model risk management 
governance procedures set forth in the model Risk Management 
Framework. See supra note 14.
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    <bullet> Lastly, the impact costs from step four and step five 
would be added together.
    NSCC would then use the smaller calculated impact costs of either 
the Baseline Calculation or the Create/Redeem Calculation for purposes 
of calculating the MLA Charge.
    To reflect these changes in the Rules, NSCC would add language in 
Sections I(A)(1)(g) and I(A)(2)(f) of Procedure XV stating that the 
impact cost for ETFs with in-kind baskets would include calculations 
comparing impact costs in the secondary market and the primary market 
for such equity ETFs, as discussed above. NSCC would indicate that it 
would calculate impact costs in two scenarios: (1) a baseline 
calculation to simulate such ETFs being liquidated in the secondary 
market where the impact costs would be calculated at the security level 
(i.e., the ETF shares) utilizing the equities asset subgroup security 
level and (2) a create/redeem calculation to simulate an authorized 
participant using the primary market to liquidate such ETFs using the 
creation/redemption process. The proposed language would include a 
description of the how the impact costs for the create/redeem 
calculation would be calculated by decomposing the ETFs into their 
underlying securities and calculating impact costs of such underlying 
securities utilizing the equity asset subgroup calculations (as 
discussed above). The proposed language would also state that an 
adjustment would be made in the create/redeem calculation to reflect 
the different portfolio risks of the original portfolio used in the 
baseline calculation and the decomposed portfolio used in the create/
redeem calculation. The proposed language would provide that NSCC would 
then use the smaller calculated impact costs of the scenarios for 
purposes of the MLA Charge for such ETFs.

C. Changes Concerning SFT Positions

    Rule 56 describes the SFT Clearing Service and contains a 
description of how the Clearing Fund formula is calculated with respect 
to SFT Positions, including how such positions are calculated with 
respect to the MLA Charge.\27\ The Proposed Rule Change would update 
the language in Rule 56 relating to the MLA Charge to clarify how NSCC 
would calculate the MLA Charge with respect to SFT Positions for 
transparency and to reflect the proposed MLA Charge refinements, but it 
would not change how NSCC would calculate the MLA Charge with respect 
to SFT positions. NSCC would clarify how SFT Positions would be 
categorized for purposes of the MLA Charge by replacing language 
stating that SFT Positions are ``aggregated with'' Net Unsettled 
Positions in the same asset group or subgroup with language that 
clarifies that SFT Positions would be categorized in the same asset 
groups or subgroups as the underlying SFT Securities in such SFT 
Positions. NSCC would also clarify language discussing an added 
calculation relating to the MLA Charge in the event a Member's 
portfolio contains both (i) SFT Positions and (ii) Net Unsettled 
Positions or Net Balance Order Unsettled Positions. The language in 
Rule 56 relating to the added calculation for SFT positions does not 
reference Net Balance Order Unsettled Positions which are treated in 
the same manner as Net Unsettled Positions for purposes of the added 
calculation when a portfolio contains both (i) SFT Positions and (ii) 
Net Unsettled Positions or Net Balance Order Unsettled Positions. The 
proposed language would add a reference to Net Balance Order Unsettled 
Positions.
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    \27\ See Rule 56 (Securities Financing Transaction Clearing 
Service) of the Rules, supra note 3.
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    NSCC is also proposing to add a sentence in Sections I(A)(1)(g) and 
I(A)(2)(f) of Procedure XV of the Rules clarifying that if a Member's 
portfolio contains both (i) SFT Positions and (ii) Net Unsettled 
Positions or Net Balance Order Unsettled Positions, the MLA Charge 
shall be calculated as set forth in Rule 56.

IV. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act \28\ 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 the rules and regulations thereunder 
applicable to such organization. After carefully considering the 
proposed rule change, the Commission finds that the Proposed Rule 
Change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to NSCC. In particular, the 
Commission finds that the Proposed Rule Change is consistent with 
Section 17A(b)(3)(F) \29\ of the Act and Rules 17Ad-22(e)(4)(i), and 
(e)(6)(i) thereunder.\30\
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    \28\ 15 U.S.C. 78s(b)(2)(C).
    \29\ 15 U.S.C. 78q-1(b)(3)(F).
    \30\ 17 CFR 240.17Ad-22(e)(4)(i) and(e)(6)(i).
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A. Consistency With Section 17A(b)(3)(F) of the Act

1. Prompt and Accurate Clearance and Settlement
    Section 17A(b)(3)(F) of the Act \31\ requires that the rules of a 
clearing agency, such as NSCC, be designed to, among other things, 
promote the prompt and accurate clearance and settlement of securities 
transactions and assure the safeguarding of securities and funds which 
are in the custody or control of the clearing agency or for which it is 
responsible.\32\ The Commission believes that the Proposed Rule Change 
is consistent with Section 17A(b)(3)(F) of the Act for the reasons 
stated below.
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    \31\ 15 U.S.C. 78q-1(b)(3)(F).
    \32\ Id.
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    As described above in Sections III.A and B, NSCC proposes to refine 
the MLA Charge calculation to more accurately calculate the impact 
costs of liquidating a security/portfolio by moving all ETPs (except 
for Illiquid Securities) into the equities asset group and calculating 
impact cost at the security level rather than at the subgroup level for 
the equities asset subgroups, and by adding a calculation for latent 
liquidity for equity ETFs. As a result, the proposal would better align 
the MLA Charge with the risks arising from position concentrations in 
portfolios containing ETPs and ETFs. The Commission believes that a 
closer alignment between the MLA Charge and the risks presented by the 
concentration of securities Member portfolios would help facilitate 
NSCC's ability to set margins that more accurately reflect the risks 
posed by such portfolios. Setting

[[Page 2706]]

margins that accurately reflect the risks posed by its members' 
portfolios could reduce the likelihood that NSCC would not have 
collected sufficient margin to address losses arising out of a member 
default. Reducing the likelihood that NSCC holds insufficient margin to 
address default losses would, in turn, further assure that NSCC's 
operation of its critical clearance and settlement services would not 
be disrupted because of insufficient financial resources.
    As part of the Proposed Rule Change, NSCC filed Exhibit 3a--Summary 
of Impact Study (``Impact Study''), which provided the actual MLA 
Charges at the member-level, account-level, and CCP-level, from January 
3, 2022 through June 30, 2023, as compared to the MLA Charges that NSCC 
would have assessed if the proposed amendments had been in place during 
that time period.\33\ The Commission reviewed and analyzed the Impact 
Study, which showed, among other things, that had the proposed 
amendments been in place during that period, it would have resulted in 
an average daily increase of $62 million in the aggregate MLA Charge. 
Therefore, the Commission believes that the Impact Study demonstrates 
that the proposed MLA Charge calculation would enable NSCC to set more 
precise margin coverage levels than those using the current 
calculation, providing further assurance that NSCC's operation of its 
critical clearance and settlement services would not be disrupted 
because of insufficient financial resources.
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    \33\ NSCC has requested confidential treatment of Exhibit 3a, 
pursuant to 17 CFR 240.24b-2.
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    As described above in Section III.C, NSCC proposes to provide 
transparency to the Rules by updating the language relating to how the 
MLA Charge is calculated with respect to SFT Positions. Enhancing the 
clarity of the NSCC Rules would enable members to more efficiently and 
effectively understand and conduct their business in accordance with 
the NSCC Rules.
    Accordingly, for the reasons above, the Commission finds that the 
Proposed Rule Change should help NSCC to continue providing prompt and 
accurate clearance and settlement of securities transactions, 
consistent with Section 17A(b)(3)(F) of the Act.\34\
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    \34\ 15 U.S.C. 78q-1(b)(3)(F).
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2. Safeguarding Securities and Funds
    In the event that a defaulted member's own margin be insufficient 
to satisfy losses to NSCC caused by the liquidation of that member's 
portfolio, NSCC would access the mutualized Clearing Fund. As discussed 
above in Section IV.A.1, NSCC's proposed enhancements to the MLA Charge 
calculation discussed in Sections III.A and B should help facilitate 
NSCC's ability to promptly respond to changing risk profiles of its 
members' portfolios, and thereby set margins that more accurately 
reflect the risks posed by such portfolios. As a result, the proposal 
would better align the MLA Charge with the risks arising from position 
concentrations in portfolios containing ETPs and ETFs should help 
ensure that NSCC collects sufficient margin from its members. 
Accordingly, the Proposed Rule Change should help minimize the 
likelihood that NSCC would have to access the Clearing Fund, thereby 
limiting non-defaulting members' exposure to mutualized losses.
    The Commission believes that by helping to limit the exposure of 
NSCC's non-defaulting members to mutualized losses, the Proposed Rule 
Change would help NSCC assure the safeguarding of securities and funds 
which are in its custody or control, consistent with Section 
17A(b)(3)(F) of the Act.\35\
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    \35\ Id.
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B. Consistency With Rule 17Ad-22(e)(4)(i) Under the Act

    Rule 17Ad-22(e)(4)(i) under the Act requires that each covered 
clearing agency that provides central counterparty services, such as 
NSCC, establish, implement, maintain and enforce written policies and 
procedures reasonably designed to effectively identify, measure, 
monitor, and manage its credit exposures to participants and those 
arising from its payment, clearing, and settlement processes, including 
by maintaining sufficient financial resources to cover its credit 
exposure to each participant fully with a high degree of 
confidence.\36\ The Commission believes that the proposal is consistent 
with Rule 17Ad-22(e)(4)(i) under the Act for the reasons stated below.
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    \36\ 17 CFR 240.17Ad-22(e)(4)(i).
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    As discussed above in Section IV.A, NSCC's proposed enhancements to 
the MLA Charge calculation would apportion a higher MLA Charge to those 
members' accounts that present greater potential risk to NSCC due to 
large Net Unsettled Positions in a particular group of securities with 
a similar risk profile or asset types that may be more difficult to 
liquidate in the market in the event the member defaults. As a result, 
the proposal would better align the MLA Charge with the risks arising 
from position concentration in such portfolios. The Commission has 
reviewed and analyzed the filing materials, including the Impact 
Study,\37\ and agrees that the proposed enhancements to the MLA Charge 
calculation should better enable NSCC to collect margin amounts that 
are sufficient to mitigate NSCC's credit exposures to its members' 
portfolios, as compared to the current methodology.
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    \37\ See supra note 33.
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    Accordingly, the Commission finds the Proposed Rule Change is 
consistent with Rule 17Ad-22(e)(4)(i) under the Act because it is 
designed to assist NSCC in managing its credit exposures to its members 
by maintaining sufficient financial resources to cover its credit 
exposure to the portfolios of members with ETP and equity ETF positions 
in their respective portfolios.\38\
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    \38\ 17 CFR 240.17Ad-22(e)(4)(i).
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C. Consistency With Rule 17Ad-22(e)(6)(i) Under the Act

    Rule 17Ad-22(e)(6)(i) under the Act requires that each covered 
clearing agency that provides central counterparty services, such as 
NSCC, establish, implement, maintain and enforce written policies and 
procedures reasonably designed to cover its credit exposures to its 
participants by establishing a risk-based margin system that, at a 
minimum, considers, and produces margin levels commensurate with, the 
risks and particular attributes of each relevant product, portfolio, 
and market.\39\ The Commission believes that the proposal is consistent 
with Rule 17Ad-22(e)(6)(i) under the Act for the reasons stated below.
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    \39\ 17 CFR 240.17Ad-22(e)(6)(i).
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    As discussed above in Section IV.A, NSCC's proposed enhancements to 
the MLA Charge calculation would apportion a higher MLA Charge to those 
member accounts that present greater potential risk to NSCC due to 
large Net Unsettled Positions in a particular group of securities with 
a similar risk profile or asset types that may be more difficult to 
liquidate in the market in the event the member defaults. As a result, 
the proposal would better align the MLA Charge with the risks arising 
from position concentration in such member portfolios. The Commission 
has reviewed and analyzed the filing materials, including the Impact 
Study,\40\ and agrees that the proposed enhancements to the MLA Charge 
calculation would enable NSCC to set margins that more accurately 
reflect the risks posed by such portfolios than the current 
methodology. As a result, implementing the Proposed Rule Change would 
better enable NSCC to set and collect margin at levels

[[Page 2707]]

commensurate with the risks associated with the portfolios of its 
members.
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    \40\ See supra note 33.
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    Accordingly, the Commission finds the Proposed Rule Change is 
consistent with Rule 17Ad-22(e)(6)(i) under the Act because it is 
designed to assist NSCC in maintaining a risk-based margin system that 
considers, and produces margin levels commensurate with, the risks and 
particular attributes of members' portfolios.\41\
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    \41\ 17 CFR 240.17Ad-22(e)(6)(i).
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VII. Conclusion

    On the basis of the foregoing, the Commission finds that the 
Proposed Rule Change is consistent with the requirements of the Act and 
in particular with the requirements of Section 17A of the Act \42\ and 
the rules and regulations promulgated thereunder.
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    \42\ 15 U.S.C. 78q-1.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the Act 
\43\ that Proposed Rule Change SR-NSCC-2023-011, be, and hereby is, 
approved.\44\
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    \43\ 15 U.S.C. 78s(b)(2).
    \44\ In approving the Proposed Rule Change, the Commission 
considered its 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.\45\
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    \45\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-00630 Filed 1-12-24; 8:45 am]
BILLING CODE 8011-01-P