[Federal Register Volume 89, Number 212 (Friday, November 1, 2024)]
[Notices]
[Pages 87449-87452]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-25430]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101455; File No. SR-FICC-2024-802]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Notice of Filing of Partial Amendment No. 1 to Advance Notice To Modify 
the GSD Rules (i) Regarding the Separate Calculation, Collection and 
Holding of Margin for Proprietary Transactions and That for Indirect 
Participant Transactions, and (ii) To Address the Conditions of Note H 
to Rule 15c3-3a

October 28, 2024.
    On March 14, 2024, Fixed Income Clearing Corporation (``FICC'') 
filed with the Securities and Exchange Commission (``Commission'') 
advance notice SR-FICC-2024-802 pursuant to Section 806(e)(1) of Title 
VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act 
entitled the Payment, Clearing, and Settlement Supervision Act of 2010 
(``Clearing Supervision Act'') \1\ and Rule 19b-4(n)(1)(i) under the 
Securities Exchange Act of 1934 (``Exchange Act'').\2\ In the advance 
notice, FICC proposes to modify its Government Securities Division 
(``GSD'') Rulebook (``GSD Rules'') to calculate, collect, and hold 
margin for proprietary transactions of a direct participant separately 
from margin submitted to FICC by a direct participant on behalf of 
indirect participants and to address conditions of Note H to Rule 15c3-
3a under the Exchange Act (the ``Advance Notice'').\3\ The Advance 
Notice was published for public comment in the Federal Register on 
March 28, 2024.\4\ Upon publication of notice of filing of the Advance 
Notice, the Commission extended the review period of the Advance Notice 
for an additional 60 days because the Commission determined that the 
Advance Notice raised novel and complex issues.\5\
---------------------------------------------------------------------------

    \1\ 12 U.S.C. 5465(e)(1).
    \2\ 17 CFR 240.19b-4(n)(1)(i).
    \3\ See Securities Exchange Act Release No. 99149 (Dec. 13, 
2023), 89 FR 2714 (Jan. 16, 2024) (S7-23-22) (``Adopting Release,'' 
and the rules adopted therein as ``Treasury Clearing Rules''). See 
also 17 CFR 240.15c3-3a.
    \4\ Securities Exchange Act Release No. 99845 (Mar. 22, 2024), 
89 FR 21586 (Mar. 28, 2024) (File No. SR-FICC-2024-802) (``Notice of 
Filing''). On March 14, 2024, FICC filed the Advance Notice as a 
proposed rule change with the Commission pursuant to Section 
19(b)(1) of the Exchange Act, 15 U.S.C. 78s(b)(1), and Rule 19b-4 
thereunder, 17 CFR 240.19b-4. Securities Exchange Act Release No. 
99844 (March 22, 2024), 89 FR 21603 (Mar. 28, 2024) (File No. SR-
FICC-2024-007) (``Proposed Rule Change''). On April 24, 2024, the 
Commission designated a longer period within which to approve, 
disapprove, or institute proceedings to determine whether to approve 
or disapprove the proposed rule change, pursuant to section 19(b)(2) 
of the Exchange Act, 15 U.S.C. 78s(b)(2)(ii). Securities Exchange 
Act Release No. 100022 (Apr. 24, 2024), 89 FR 34289 (Apr. 30, 2024) 
(File No. SR-FICC-2024-007). On June 21, 2024, the Commission 
published in the Federal Register an Order Instituting Proceedings 
to determine whether to approve or disapprove the proposed rule 
change. Securities Exchange Act Release No. 100401 (Jun. 21, 2024), 
89 FR 53690 (Jun. 27, 2024) (File No. SR-FICC-2024-007). On 
September 18, 2024, the Commission designated a longer period for 
Commission action on the proceedings to determine whether to 
disapprove the proposed rule change, until November 10, 2024. 
Securities Exchange Act Release No. 101082 (Sep. 18, 2024), 89 FR 
77949 (Sep. 24, 2024) (File No. SR-FICC-2024-007).
    \5\ Pursuant to Section 806(e)(1)(H) of the Clearing Supervision 
Act, the Commission may extend the review period of an advance 
notice for an additional 60 days, if the changes proposed in the 
advance notice raise novel or complex issues, subject to the 
Commission providing the financial market utility (``FMU'') with 
prompt written notice of the extension.12 U.S.C. 5465(e)(1)(H); see 
supra note 4, 89 FR at 21602 (explaining the Commission's rationale 
for determining that the proposed changes in the Advance Notice 
raise novel and complex issues).
---------------------------------------------------------------------------

    On April 24, 2024, the Commission requested additional information 
from FICC pursuant to Section 806(e)(1)(D) of the Clearing Supervision 
Act, which tolled the Commission's period of review of the Advance 
Notice until 120 days from the date the information requested by the 
Commission was received by the Commission.\6\ On June 25, 2024, the 
Commission received FICC's response to the Commission's request for 
additional information.\7\ On September 24, 2024, the Commission 
requested additional information from FICC pursuant to Section 
806(e)(1)(D) of the Clearing Supervision Act, which tolled the 
Commission's period of review of the Advance Notice until 120 days from 
the date the information requested by the Commission was received by 
the Commission.\8\
---------------------------------------------------------------------------

    \6\ See 12 U.S.C. 5465(e)(1)(D). A memo regarding the Request 
for Additional Information and the tolled period of review is 
available at https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-462751-1210414.pdf.
    \7\ See 12 U.S.C. 5465(e)(1)(E)(ii) and (G)(ii); A memo 
regarding its receipt of FICC's response to the Request for 
Additional Information is available at https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-494123-1433426.pdf.
    \8\ See 12 U.S.C. 5465(e)(1)(D). A memo regarding the Request 
for Additional Information and the tolled period of review is 
available at https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-524215-1504462.pdf.
---------------------------------------------------------------------------

    The Commission has received comments regarding the substance of the 
Advance Notice.\9\ The Commission also received a letter from FICC 
responding to the comments.\10\
---------------------------------------------------------------------------

    \9\ Comments on the Advance Notice are available at https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802.htm. Comments on 
the Proposed Rule Change are available at https://www.sec.gov/comments/sr-ficc-2024-007/srficc2024007.htm. Because the proposals 
contained in the Proposed Rule Change and the Advance Notice are the 
same, the Commission considers all comments received on the 
proposal, regardless of whether the comments are submitted with 
respect to the Advance Notice or the Proposed Rule Change. The 
comment letters to the Proposed Rule Change and Advance Notice also 
contained comments on the substance of another FICC proposed rule 
change, FICC-2024-005. The Commission will only be considering 
comments relevant to this proposal and will address the comments on 
the other proposed rule change in a separate order.
    \10\ See Letter from Laura Klimpel, Managing Director, Head of 
Fixed Income and Financing Solutions, Depository Trust & Clearing 
Corporation, (Aug. 1, 2024) (``FICC Letter'').
---------------------------------------------------------------------------

    Pursuant to Section 806(e)(1) of the Clearing Supervision Act and 
Rule 19b-4(n)(1)(i) under the Exchange Act, notice is hereby given that 
on October 25, 2024, FICC filed with the Commission Partial Amendment 
No. 1 as described in Item I below.\11\ The Commission is publishing 
this notice to solicit comments on Partial Amendment No. 1 from 
interested persons.
---------------------------------------------------------------------------

    \11\ Text of the proposed changes made by the Partial Amendment 
No. 1 to the Advance Notice is available at https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking. The GSD 
Rules are available at https://www.dtcc.com/~/media/Files/Downloads/
legal/rules/ficc_gov_rules.pdf. Terms not otherwise defined herein 
are defined in the GSD Rules or in the Advance Notice.
---------------------------------------------------------------------------

I. Summary of the Terms of Substance of Partial Amendment No. 1 to the 
Advance Notice

    FICC filed Partial Amendment No. 1 to its previously submitted 
Advance Notice, which would make several changes to FICC's GSD Rules to 
(1) provide for FICC to calculate, collect, and hold margin for the 
proprietary transactions of a Netting Member separately and 
independently from the margin for transactions that the Netting Member 
submits to FICC on behalf of indirect participants; (2) simplify and 
revise the account types through which Members may record transactions 
at FICC and adopt a new Rule 2B to provide clearer public disclosures 
through the Rules regarding the GSD account structure; (3) allow 
Netting Members to elect for margin for indirect participant 
transactions to be calculated on a gross basis (i.e., an indirect 
participant-by-indirect participant basis) and legally segregated from 
the margin for the Netting Member's proprietary

[[Page 87450]]

transactions (as well as those of other indirect participants); (4) 
align FICC's margin calculation methodology with the expanded account 
types and enhance public disclosure through the Rules of that 
calculation methodology; and (5) simplify the requirements for brokered 
transactions so that they only apply to transactions executed by an 
Inter-Dealer Broker Netting Member on the trading platform offered by 
that Inter-Dealer Broker Netting Member.
    Regarding the changes described in (3) above, Partial Amendment No. 
1 makes several changes to the requirements regarding Segregated 
Customer Margin. First, as originally proposed, the Advance Notice 
requires FICC to establish and maintain on its books and records a 
Segregated Customer Margin Custody Account corresponding to each 
Segregated Indirect Participants Account.\12\ Partial Amendment No. 1 
deletes and replaces language in Rule 4, Section 1a, requiring 
Segregated Customer Margin credited to a Segregated Customer Margin 
Custody Account to be used exclusively to settle and margin 
Transactions in U.S. Treasury securities recorded in the corresponding 
Segregated Indirect Participants Account, with language requiring 
Segregated Customer Margin credited to a Segregated Customer Margin 
Custody Account to secure Transactions recorded in the corresponding 
Segregated Indirect Participants Account and satisfy payment and 
delivery obligations owning to the Corporation (including liquidating 
or otherwise using such Segregated Customer Margin to obtain relevant 
cash or securities) in connection with a default in respect of such 
Transactions.
---------------------------------------------------------------------------

    \12\ Notice of Filing supra note 4.
---------------------------------------------------------------------------

    Similarly, Partial Amendment No. 1 deletes and replaces language in 
Rule 4, Section 5 regarding the use of Clearing Fund and Segregated 
Customer Margin requiring FICC to only use the portion of Segregated 
Customer Margin that supports each Segregated Indirect Participant's 
Transactions. The Advance Notice stated that FICC could use that 
portion to secure or settle the obligations of that Segregated Indirect 
Participant, and of the Sponsoring Member or Agent Clearing Member with 
respect to the obligations of that Segregated Indirect Participant, 
whereas Partial Amendment No. 1 replaces this language to state that 
FICC may only use that portion of Segregated Customer Margin to secure 
the Transactions of that Segregated Indirect Participant recorded in 
the corresponding Segregated Indirect Participants Account and satisfy 
payment and delivery obligations owing to FICC (including liquidating 
or otherwise using such Segregated Customer Margin to obtain relevant 
cash or securities) in connection with a default in respect of such 
Transactions. Additionally, Partial Amendment No 1. clarifies language 
in that portion of Rule 4 regarding FICC's prohibition on using 
Segregated Customer Margin from one Segregated Indirect Participant's 
Transactions to secure or settle another Segregated Indirect 
Participant's Transaction by deleting reference to the term ``settle'' 
and replacing with satisfying payment or delivery obligations in 
connection with another Segregated Indirect Participant's Transaction.
    Second, as originally proposed, the Advance Notice requires FICC to 
hold all Segregated Customer Margin in an account at a bank within the 
meaning of the Exchange Act that is insured by the Federal Deposit 
Insurance Corporation or at the Federal Reserve Bank of New York, which 
account shall be segregated from any other account of the Corporation 
and used exclusively to hold Segregated Customer Margin.\13\ 
Additionally, the Advance Notice requires Segregated Customer Margin to 
be subject to a written notice of the bank or Federal Reserve Bank 
provided to and retained by the Corporation that the Segregated 
Customer Margin in the account is being held by the bank or Federal 
Reserve Bank pursuant to SEC Rule 15c3-3 and is being kept separate 
from any other accounts maintained by the Corporation or any other 
person at the bank or Federal Reserve Bank.\14\ Partial Amendment No. 1 
revises the Advance Notice to insert text that clarifies that FICC 
shall not only hold Segregated Customer Margin in an account of FICC at 
a bank within the meaning of the Exchange Act that is insured by the 
Federal Deposit Insurance Corporation, but shall also hold Segregated 
Customer Margin in an account at a bank that is also a qualified 
custodian under the Investment Company Act of 1940,\15\ as amended.\16\ 
Additionally, the Advance Notice inserts text that clarifies that not 
only is each account holding Segregated Customer Margin being held by a 
bank or Federal Reserve Bank pursuant to SEC Rule 15c3-3 is being kept 
separate from any other accounts maintained by FICC or any other person 
at the bank or Federal Reserve Bank, but also requires these accounts 
to not be commingled with any other accounts maintained by FICC or any 
other persona at the bank or Federal Reserve Bank.
---------------------------------------------------------------------------

    \13\ Id.
    \14\ Id.
    \15\ 15 U.S.C. 80a-1 et seq.
    \16\ Notice of Filing supra note 4.
---------------------------------------------------------------------------

    Third, as originally proposed, the Advance Notice requires any 
interest earned on Segregated Customer Margin to be paid by FICC to the 
Netting Member.\17\ Partial Amendment No. 1 inserts language to clarify 
that any interest earned on Segregated Customer Margin consisting of 
cash shall be paid to the Netting Member for the benefit of, and as 
agent for, its Segregated Indirect Participants.
---------------------------------------------------------------------------

    \17\ Id.
---------------------------------------------------------------------------

    Fourth, as originally proposed, the Advance Notice would apply 
three requirements to each Segregated Customer Margin Requirement for a 
particular Segregated Indirect Participants Account: (1) A minimum of 
40 percent of the Segregated Customer Margin Requirement for such 
Account shall be satisfied with cash and/or Eligible Clearing Fund 
Treasury Securities; (2) the lesser of $5,000,000 or 10 percent of the 
Segregated Customer Margin Requirement for the Account must be made and 
maintained in cash; and (3) a minimum of the product of $1 million and 
the number of Segregated Indirect Participants whose Transactions are 
recorded in such Segregated Indirect Participants Account must be made 
and maintained in cash.\18\ Partial Amendment No. 1 would revise the 
Advance Notice by deleting the second requirement regarding the lesser 
of $5,000,000 or 10 percent of the Segregated Customer Margin 
Requirement for the Account must be made and maintained in cash.
---------------------------------------------------------------------------

    \18\ Id.
---------------------------------------------------------------------------

    Fifth, as originally proposed, FICC had the discretion to retain 
some or all of the Excess Segregated Customer Margin if the Member had 
an outstanding payment or margin obligation to FICC with respect to the 
Transactions of any Segregated Indirect Participant.\19\ Partial 
Amendment No. 1 would revise the Advance Notice by adding text that 
clarifies the FICC shall not retain the Excess Segregated Customer 
Margin with respect to the Transactions of a Segregated Indirect 
Participant when they have determined, in their sole discretion, that 
such outstanding payment or margin obligation is unrelated to the 
Transactions of that Segregated Indirect Participant.
---------------------------------------------------------------------------

    \19\ Id.
---------------------------------------------------------------------------

    Sixth, Partial Amendment No. 1 would make the following change to 
the Margin Component Schedule in the Advance Notice regarding 
Segregated Customer Margin Requirement

[[Page 87451]]

Calculations.\20\ As originally proposed, each Segregated Indirect 
Participant would be required to deposit in the Segregated Indirect 
Participants Account Required Fund Deposit the greater of the (i) the 
sum of the Unadjusted GSD Margin Portfolio Amount and all applicable 
additional charges; and (ii) a minimum charge of $1 million. Partial 
Amendment No. 1 would revise the Advance Notice by inserting text to 
clarify that FICC may, in its sole discretion, adjust the minimum 
charge of $1 million in the Segregated Indirect Participants Account 
Required Fund Deposit if FICC determines that a different minimum 
charge would be appropriate and consistent with achieving its 
backtesting coverage target and that Members would be notified of any 
such adjustment by an Important Notice.
---------------------------------------------------------------------------

    \20\ Id.
---------------------------------------------------------------------------

    Seventh, Partial Amendment No. 1 would add text to Rule 3A, Section 
3, as proposed to be amended by SR-FICC-2024-005,\21\ to state that a 
Sponsored Member may be a series of a limited liability company, 
statutory trust, or other legal entity.
---------------------------------------------------------------------------

    \21\ Securities Exchange Act Release No. 99817 (March 21, 2024), 
89 FR 21362 (March 27, 2024) (File No. SR-FICC-2024-005).
---------------------------------------------------------------------------

    Regarding the changes described in (4) above, Partial Amendment No. 
1 would add language to clarify how the definition of Current Net 
Settlement Position relates to Sponsored GC Trades and that the 
definition does not refer to calculating the Net Settlement Position 
under Rule 11. As originally proposed, the definition stated that, if a 
Current Net Settlement Position recorded in a Sponsoring Member Omnibus 
Account or Segregated Indirect Participants Account is not clearly 
allocable to an individual Sponsored Member or Segregated Indirect 
Participant, including because one or more transactions recorded in the 
Account did not settle on its original Scheduled Settlement Date, then, 
for purposes of calculating the relevant Netting Member's Sponsoring 
Member Omnibus Account Required Fund Deposit or Segregated Customer 
Margin Requirement for such Account, FICC shall allocate the positions 
in the manner specified. In Partial Amendment No. 1, the definition 
states if a Current Net Settlement Position recorded in a Sponsoring 
Member Omnibus Account or Segregated Indirect Participants Account is 
not clearly allocable to an individual Sponsored Member or Segregated 
Indirect Participant, including because one or more transactions (other 
than Sponsored GC Trades) recorded in the Account did not settle on its 
original Scheduled Settlement Date (such failure to settle would not 
occur with respect to Sponsored GC Trades), then, for purposes of 
calculating the relevant Netting Member's Sponsoring Member Omnibus 
Account Required Fund Deposit or Segregated Customer Margin Requirement 
for such Account and not for purposes of calculating the Net Settlement 
Position under Rule 11, FICC shall allocate the positions in the manner 
specified.\22\
---------------------------------------------------------------------------

    \22\ Partial Amendment No. 1 would also amend the definition of 
Netting Member Capital to use the defined terms Net Assets and 
Equity Capital.
---------------------------------------------------------------------------

    Regarding the changes described in (5) above, Partial Amendment No. 
1 makes several changes to the Advance Notice and existing rules 
regarding the use of the term Brokered Transactions, including changes 
to its definition. Specifically, Partial Amendment No. 1 would delete 
and add text to the definition of Brokered Transaction to clarify that 
a Brokered Transaction means the side of a transaction, including a 
Repo Transaction, that is submitted to the Corporation for Novation by 
an Inter-Dealer Broker Netting Member calling for the delivery of an 
Eligible Netting Security, or the posting of cash or an Eligible 
Netting Security as collateral, that such Inter-Dealer Broker Netting 
Member enters into with another Netting Member or a Sponsored Member or 
Executing Firm Customer through the Inter-Dealer Broker Netting 
Member's own trading platform. As initially proposed, the definition of 
Brokered Transaction referred only to any transaction, including a Repo 
Transaction, calling for the delivery of an Eligible Netting Security, 
or the posting of cash or an Eligible Netting Security as collateral.
    Partial Amendment No. 1 also revises text proposed in SR-FICC-2024-
005 regarding the treatment of Agent Clearing Transactions and deletes 
reference to the term Brokered Transactions, such that Brokered 
Transactions would not be excluded from being an Agent Clearing 
Transaction.
    Additionally, Partial Amendment No. 1 makes the following changes 
to delete references to the term Brokered Transactions: (i) amends text 
from the Advance Notice regarding Rule 1, to remove the term Brokered 
Transactions from the definition of Dealer Account; (ii) revises Rule 
4, Section 7 regarding loss allocation for Inter-Dealer Broker Netting 
Members, to replace a reference to a Segregated Repo Account, with a 
reference to a Broker Account, and to remove a reference to a Non-IDB 
Repo Broker, as the Advance Notice deletes the use of that term from 
the Rules; and (iii) amends existing Rule 3A Section 5 regarding 
Sponsored Member Trades and deletes reference to the term Brokered 
Transactions, such that the text now states that Sponsored Member 
Trades (other than Sponsored GC Trades) may be any type of transaction 
eligible for submission to FICC for netting with the exception of 
Netting Eligible Auction Purchases and GCF Repo Transactions.
    Finally, Partial Amendment No. 1 makes several technical and 
conforming changes throughout the Advance Notice, such as renumbering 
section numbers to reflect the addition of new sections.
    Partial Amendment No. 1 would not change the purpose of, or 
statutory basis for the Advance Notice. All other representations in 
the Advance Notice remain as stated therein and no other changes are 
being made.

II. Solicitation of Comments

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

Electronic Comments

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking); 
or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#cfbdbaa3aae2aca0a2a2aaa1bbbc8fbcaaace1a8a0b9"><span class="__cf_email__" data-cfemail="81f3f4ede4ace2eeecece4eff5f2c1f2e4e2afe6eef7">[email protected]</span></a>. Please include 
file number SR-FICC-2024-802 on the subject line.

Paper Comments

    <bullet> 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-2024-802. 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-regulations/self-regulatory-organization-rulemaking). Copies of the 
submission, all subsequent amendments, all written statements with 
respect to the advance notice that are filed with the Commission, and 
all written communications relating to the advance notice between the 
Commission and any person, other than those that may be withheld from 
the

[[Page 87452]]

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 
such filing also will be available for inspection and copying at the 
principal office of FICC and on DTCC's website at (https://dtcc.com/legal/sec-rule-filings.aspx). Do not include personal identifiable 
information in submissions; you should submit only information that you 
wish to make available publicly. We may redact in part or withhold 
entirely from publication submitted material that is obscene or subject 
to copyright protection. All submissions should refer to File Number 
SR-FICC-2024-802 and should be submitted on or before November 18, 
2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(31).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-25430 Filed 10-31-24; 8:45 am]
BILLING CODE 8011-01-P


</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>