82_FR_17991 82 FR 17921 - Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing of Advance Notice To Enhance the Credit Risk Rating Matrix and Make Other Changes

82 FR 17921 - Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing of Advance Notice To Enhance the Credit Risk Rating Matrix and Make Other Changes

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 70 (April 13, 2017)

Page Range17921-17927
FR Document2017-07453

Federal Register, Volume 82 Issue 70 (Thursday, April 13, 2017)
[Federal Register Volume 82, Number 70 (Thursday, April 13, 2017)]
[Notices]
[Pages 17921-17927]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-07453]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80396; File No. SR-NSCC-2017-801]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Notice of Filing of Advance Notice To Enhance the Credit 
Risk Rating Matrix and Make Other Changes

April 7, 2017.
    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 (``Act''),\2\ notice is hereby given that on March 
22, 2017, National Securities Clearing Corporation (``NSCC'') filed 
with the Securities and Exchange Commission (``Commission'') the 
advance notice SR-NSCC-2017-801 (``Advance Notice'') as described in 
Items I, II and III below, which Items have been prepared by NSCC.\3\ 
The Commission is publishing this notice to solicit comments on the 
Advance Notice from interested persons.
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    \1\ 12 U.S.C. 5465(e)(1).
    \2\ 17 CFR 240.19b-4(n)(1)(i).
    \3\ On March 22, 2017, NSCC filed this Advance Notice as a 
proposed rule change (SR-NSCC-2017-002) with the Commission pursuant 
to Section 19(b)(1) of the Act, 15 U.S.C. 78s(b)(1), and Rule 19b-4, 
17 CFR 240.19b-4. A copy of the proposed rule change is available at 
http://www.dtcc.com/legal/sec-rule-filings.aspx.
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I. Clearing Agency's Statement of the Terms of Substance of the Advance 
Notice

    This Advance Notice consists of proposed modifications to NSCC's 
Rules and Procedures (``Rules'').\4\ The proposed rule change would 
amend the Rules in order to (i) enhance the matrix (hereinafter 
referred to as the ``Credit Risk Rating Matrix'' or ``CRRM'') \5\ 
developed by NSCC to evaluate the risks posed by certain Members 
(``CRRM-Rated Members'') to NSCC and its Members from providing 
services to these CRRM-Rated Members and (ii) make other amendments to 
the Rules to provide more transparency and clarity regarding NSCC's 
current ongoing membership monitoring process.
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    \4\ Capitalized terms not defined herein are defined in the 
Rules, available at http://www.dtcc.com/~/media/Files/Downloads/
legal/rules/nscc_rules.pdf.
    \5\ The proposed rule changes with respect to the enhancement of 
the CRRM are reflected in the inclusion of (i) qualitative factors 
and examples thereof in the proposed new definition for ``Credit 
Risk Rating Matrix'' in Rule 1 and (ii) Members that are foreign 
banks or trust companies that have audited financial data that is 
publicly available in Section 4(b)(i) of Rule 2B.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Advance Notice

    In its filing with the Commission, the clearing agency included 
statements concerning the purpose of and basis for the Advance Notice 
and discussed any comments it received on the Advance Notice. 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 and B below, of the most significant aspects of such 
statements.

(A) Clearing Agency's Statement on Comments on the Advance Notice 
Received From Members, Participants, or Others

    Written comments relating to this proposal have not been solicited 
or received. NSCC will notify the Commission of any written comments 
received by NSCC.

(B) Advance Notice Filed Pursuant to Section 806(e) of the Payment, 
Clearing and Settlement Supervision Act

Nature of the Proposed Change
    The proposed rule change would, among other things, enhance the 
CRRM to enable it to rate Members that are foreign banks or trust 
companies and have audited financial data that is publicly available. 
It would also enhance the CRRM by allowing it to take into account 
qualitative factors when generating credit ratings for Members. In 
addition, it would enhance the CRRM by shifting it from a relative 
scoring approach to an absolute scoring approach.
    This rule filing also contains proposed rule changes that are not 
related to the proposed CRRM enhancements but that provide specificity, 
clarity and additional transparency to the Rules related to NSCC's 
current ongoing membership monitoring process.
(i) Background
    NSCC occupies an important role in the securities settlement system 
by interposing itself as a central counterparty between Members that 
are counterparties to transactions accepted for clearing by NSCC, 
thereby reducing the risk faced by Members. NSCC uses the CRRM, the 
Watch List (as defined below) and the enhanced surveillance to manage 
and monitor default risks of Members on an ongoing basis, as discussed 
below. The level and frequency of such monitoring for a Member is 
determined by the Member's risk of default as assessed by NSCC. Members 
that are deemed by NSCC to pose a heightened risk to NSCC and its 
Members are subject to closer and more frequent monitoring.
Existing Credit Risk Rating Matrix
    In 2005, the Commission approved a proposed rule change filed by 
NSCC (``Initial Filing'') \6\ to establish new criteria for placing 
certain Members on a list for closer monitoring (``Watch List'').
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    \6\ See Securities Exchange Act Release No. 51362 (March 11, 
2005), 70 FR 13562 (March 21, 2005) (SR-NSCC-2003-11).
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    NSCC proposed in the Initial Filing that all U.S. broker-dealers 
and U.S. banks that were Members would be assigned a rating generated 
by entering financial data of those Members into an internal risk 
assessment matrix, i.e., the CRRM. However, the text of the current 
Rule 2B, Section 4, does not specify which Members are CRRM-Rated 
Members and whether non-CRRM-Rated

[[Page 17922]]

Members may be included on the Watch List.
    Currently, Members that are U.S. broker-dealers and U.S. banks are 
assessed against the CRRM and assigned a credit rating based on certain 
quantitative factors.\7\ Unfavorably-rated Members are placed on the 
Watch List. In addition, NSCC credit risk staff may downgrade a 
particular Member's credit rating based on various qualitative factors. 
An example of such qualitative factors might be that the Member in 
question received a qualified audit opinion on its annual audit. NSCC 
believes that, in order to protect NSCC and its other Members, it is 
important that credit risk staff maintain the discretion to downgrade a 
Member's credit rating on the CRRM and thus subject the Member to 
closer monitoring.
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    \7\ Quantitative factors considered by NSCC include (a) for 
broker dealers, size (i.e., total excess net capital), capital, 
leverage, liquidity, and profitability and (b) for banks, size, 
capital, asset quality, earnings, and liquidity.
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    The current CRRM is comprised of two credit rating models--one for 
the U.S. broker-dealers and one for the U.S. banks--and generates 
credit ratings for the relevant Members based on a 7-point rating 
system, with ``1'' being the strongest credit rating and ``7'' being 
the weakest credit rating.
    Over time, the current CRRM has not kept pace with NSCC's evolving 
membership base and heightened expectations from regulators and 
stakeholders for robustness of financial models. Specifically, the 
current CRRM only generates credit ratings for those Members that are 
U.S. banks or U.S. broker-dealers that file standard reports with their 
regulators. Although these types of Members currently represent the 
vast majority (approximately 95%) of Members at NSCC,\8\ foreign banks 
and trust companies are expected to be a growing category of NSCC's 
membership base in the future, and the proposed enhancements to the 
CRRM would enable it to assign credit ratings to these entities. 
Foreign banks and trust companies are typically large global financial 
institutions that have complex businesses and conduct a high volume of 
activities. Although foreign banks and trust companies are not 
currently rated by the CRRM, they are monitored by NSCC's credit risk 
staff using financial criteria deemed relevant by NSCC and can be 
placed on the Watch List if they experience a financial change that 
presents risk to NSCC. Given the potential increase in the number of 
Members that are foreign banks or trust companies in the coming years, 
there is a need to formalize NSCC's credit risk evaluation process of 
these Members by assigning credit ratings to them in order to better 
facilitate the comparability of credit risks among Members.\9\
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    \8\ As of March 16, 2017, there are 155 Members. Of the 155 
Members, 11 (or 7%) are U.S. banks, 136 (or 88%) are U.S. broker-
dealers and one (or 1%) is a foreign bank or trust company.
    \9\ CRRM is applied across NSCC and its affiliated clearing 
agencies, Fixed Income Clearing Corporation (``FICC'') and The 
Depository Trust Company (``DTC''). Specifically, in order to run 
the CRRM, credit risk staff uses the financial data of the 
applicable NSCC Members in addition to data of applicable members 
and participants of FICC and DTC, respectively. In this way, each 
applicable NSCC Member is rated against other applicable members and 
participants of FICC and DTC, respectively.
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    In addition, the current CRRM assigns each Member that is a U.S. 
bank or U.S. broker-dealer and that files standard reports with its 
regulator(s) a credit rating based on inputting certain quantitative 
data relative to the applicable Member into the CRRM. Accordingly, a 
Member's credit rating is currently based solely upon quantitative 
factors. It is only after the CRRM has generated a credit rating with 
respect to a particular Member that such Member's credit rating may be 
downgraded manually by credit risk staff, after taking into 
consideration relevant qualitative factors. The inability of the 
current CRRM to take into account qualitative factors requires frequent 
and manual overrides by credit risk staff, which may result in 
inconsistent and/or incomplete credit ratings for Members.
    Furthermore, the current CRRM uses a relative scoring approach and 
relies on peer grouping of Members to calculate the credit rating of a 
Member. This approach is not ideal because a Member's credit rating can 
be affected by changes in its peer group even if the Member's financial 
condition is unchanged.
Proposed Credit Risk Rating Matrix Enhancements
    To improve the coverage and the effectiveness of the current CRRM, 
NSCC is proposing three enhancements. The first proposed enhancement 
would expand the scope of CRRM coverage by enabling the CRRM to 
generate credit ratings for Members that are foreign banks or trust 
companies and that have audited financial data that is publicly 
available. The second proposed enhancement would incorporate 
qualitative factors into the CRRM and therefore is expected to reduce 
the need and the frequency of manual overrides of Member credit 
ratings. The third enhancement would replace the relative scoring 
approach currently used by CRRM with a statistical approach to estimate 
the absolute probability of default of each Member.
A. Enable the CRRM to Generate Credit Ratings for Foreign Bank or Trust 
Company Members
    The current CRRM is comprised of two credit rating models--one for 
the U.S. broker-dealers and one for the U.S. banks. NSCC is proposing 
to enhance the CRRM by adding an additional credit rating model for the 
foreign banks and trust companies. The additional model would expand 
the membership classes to which the CRRM would apply to include Members 
that are foreign banks or trust companies and that have audited 
financial data that is publicly available. The CRRM credit rating of a 
Member that is a foreign bank or trust company would be based on 
quantitative factors, including size, capital, leverage, liquidity, 
profitability and growth, and qualitative factors, including market 
position and sustainability, information reporting and compliance, 
management quality, capital management and business/product diversity. 
By enabling the CRRM to generate credit ratings for these Members, the 
enhanced CRRM would provide more comprehensive credit risk coverage of 
NSCC's membership base.
    With the proposed enhancement to the CRRM as described above, 
applicable foreign bank or trust company Members would be included in 
the CRRM process and be evaluated more effectively and efficiently 
because financial data with respect to these foreign bank or trust 
company Members could be extracted from data sources in an automated 
form.\10\
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    \10\ Currently, these Members are monitored by NSCC credit risk 
staff that review similar criteria as those reviewed for CRRM-Rated 
Members, but such review occurs outside of the CRRM process.
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    After the proposed enhancement, CRRM would be able to generate 
credit ratings on an ongoing basis for all Members that are U.S. banks, 
U.S. brokers-dealers and foreign banks and trust companies, which 
together represent approximately 96% of the NSCC Members.\11\
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    \11\ As of March 16, 2017, there are 7 Members that would not be 
rated by the enhanced CRRM, as proposed, because they are central 
securities depositories, securities exchanges and U.S. trust 
companies that do not file Call Reports (as defined below).
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B. Incorporate Qualitative Factors Into the CRRM
    In addition, as proposed, the enhanced CRRM would blend qualitative 
factors with quantitative factors to produce a credit rating for each 
applicable Member in relation to

[[Page 17923]]

the Member's credit risk. For U.S. and foreign banks and trust 
companies, the enhanced CRRM would use a 70/30 weighted split between 
quantitative and qualitative factors to generate credit ratings. For 
U.S. broker-dealers, the weight split between quantitative and 
qualitative factors would be 60/40. These weight splits are chosen by 
NSCC based on the industry best practice as well as research and 
sensitivity analysis conducted by NSCC. NSCC would review and adjust 
the weight splits as well as the quantitative and qualitative factors, 
as needed, based on recalibration of the CRRM to be conducted by NSCC 
approximately every three to five years.
    Although there are advantages to measuring credit risk 
quantitatively, quantitative evaluation models alone are incapable of 
fully capturing all credit risks. Certain qualitative factors may 
indicate that a Member is or will soon be undergoing financial 
distress, which may in turn signal a higher default exposure to NSCC 
and its other Members. As such, a key enhancement being proposed to the 
CRRM is the incorporation of relevant qualitative factors into each of 
the three credit rating models mentioned above. By including 
qualitative factors in the three credit rating models, the enhanced 
CRRM would capture risks that would otherwise not be accounted for with 
quantitative factors alone.\12\ Adding qualitative factors to the CRRM 
would not only enable it to generate more consistent and comprehensive 
credit ratings for applicable Members, but it would also help reduce 
the need and frequency of manual credit rating overrides by the credit 
risk staff because overrides would likely only be required under more 
limited circumstances.\13\
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    \12\ The initial set of qualitative factors that would be 
incorporated into the CRRM includes (a) for U.S. broker dealers, 
market position and sustainability, management quality, capital 
management, liquidity management, geographic diversification, 
business/product diversity and access to funding, (b) for U.S. 
banks, environment, compliance/litigation, management quality, 
liquidity management and parental demands and (c) for foreign banks 
and trust companies, market position and sustainability, information 
reporting and compliance, management quality, capital management and 
business/product diversity.
    \13\ Once a Member is assigned a credit rating, if circumstances 
warrant, credit risk staff would still have the ability to override 
the CRRM-issued credit rating by manually downgrading such rating as 
they do today. To ensure a conservative approach, the CRRM-issued 
credit ratings cannot be manually upgraded.
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C. Shifting From Relative Scoring to Absolute Scoring
    As proposed, the enhanced CRRM would use an absolute scoring 
approach and rank each Member based on its individual probability of 
default rather than the relative scoring approach that is currently in 
use. This proposed change is designed to have a Member's CRRM-generated 
credit rating reflect an absolute measure of the Member's default risk 
and eliminate any potential distortion of a Member's credit rating from 
the Member's peer group that may occur under the relative scoring 
approach used in the existing CRRM.
D. Watch List and Enhanced Surveillance
    In addition to the Watch List, NSCC also maintains an enhanced 
surveillance list (referenced herein and in the proposed rule text as 
``enhanced surveillance'') for membership monitoring. The enhanced 
surveillance list is generally used when Members are undergoing drastic 
and unexpected changes in their financial conditions or operation 
capabilities and thus are deemed by NSCC to be of the highest risk 
level and/or warrant additional scrutiny due to NSCC's ongoing concerns 
about these Members. Accordingly, Members that are subject to enhanced 
surveillance are reported to NSCC's management committees and are also 
regularly reviewed by a cross-functional team comprised of senior 
management of NSCC. More often than not, Members that are subject to 
enhanced surveillance are also on the Watch List. The group of Members 
that is subject to enhanced surveillance is generally much smaller than 
the group on the Watch List. The enhanced surveillance list is an 
internal tool for NSCC that triggers increased monitoring of a Member 
above the monitoring that occurs when a Member is on the Watch List.
    A Member could be placed on the Watch List either based on its 
credit rating of 5, 6 or 7, which can either be generated by the CRRM 
or from a manual downgrade, or when NSCC deems such placement as 
necessary to protect NSCC and its Members. In contrast, a Member would 
be subject to enhanced surveillance only when close monitoring of the 
Member is deemed necessary to protect NSCC and its Members.
    The Watch List and enhanced surveillance tools are not mutually 
exclusive; they may complement each other under certain circumstances. 
A key distinction between the Watch List and enhanced surveillance is 
that being placed on the Watch List may result in Required Deposit \14\ 
related consequences under the Rules, whereas enhanced surveillance 
does not.\15\ For example, a Member that is in a precarious situation 
could be placed on the Watch List and be subject to enhanced 
surveillance; however, because the Watch List status could increase a 
Member's Required Deposit, when NSCC has preliminary concerns about a 
Member, to avoid potential increase to a Member's Required Deposit, 
NSCC may opt not to place the Member on the Watch List until it is 
certain that such concerns would not be alleviated in the short-term. 
Instead, in such a situation, NSCC might first subject the Member to 
enhanced surveillance in order to closely monitor the Member's 
situation without affecting the Member's Required Deposit. If the 
Member's situation improves, then it will no longer be subject to 
enhanced surveillance. If the situation of the Member worsens, the 
Member may then be placed on the Watch List as deemed necessary by 
NSCC.
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    \14\ See Rule 4 (Section 1). The ``Required Deposit'' is the 
amount that each Member is required to deposit in NSCC's Clearing 
Fund. Rules, supra note 4.
    \15\ NSCC expects to provide additional clarity to Members 
regarding the Watch List and its impact on Required Deposit in a 
subsequent proposed rule change to be filed with the Commission in 
2017.
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(ii) Detailed Description of the Proposed Rule Changes Related to the 
Proposed CRRM Enhancements
    In connection with the proposed enhancements to the CRRM, NSCC 
proposes to amend the Rules to (1) incorporate qualitative factors into 
CRRM and (2) add Members that are foreign banks or trust companies to 
the categories of Members that would be assigned credit ratings by NSCC 
using the CRRM.
A. Proposed Changes to Rule 1 (Definitions and Descriptions)
    NSCC is proposing to include qualitative factors, such as 
management quality, market position/environment, and capital and 
liquidity risk management in the proposed new definition for ``Credit 
Risk Rating Matrix'' in Rule 1 because, as proposed, the enhanced CRRM 
would blend both qualitative factors and quantitative factors to 
produce a credit rating for each applicable Member.
B. Proposed Changes to Section 4(b)(i) of Rule 2B (Ongoing Membership 
Requirements and Monitoring)
    NSCC is proposing to expand the membership types to which the CRRM 
would apply to include Members that are foreign banks or trust 
companies and that have audited financial data that is

[[Page 17924]]

publicly available by amending Section 4 of Rule 2B.
    The enhanced CRRM would assign credit ratings for each Member that 
is a foreign bank or trust company based on its publicly available 
audited financial data. The credit rating would be based on an 18-point 
scale, which is then mapped to the 7-point rating system currently in 
use today, with ``1'' being the strongest credit rating and ``7'' being 
the weakest credit rating.
(iii) Other Proposed Rule Changes
    This rule filing also contains proposed rule changes that are 
unrelated to the proposed enhancement of the CRRM. These proposed rule 
changes would provide specificity, clarity and additional transparency 
to the Rules with respect to NSCC's current ongoing membership 
monitoring process, as described below.
A. Proposed Changes to Rule 1 (Definitions and Descriptions)
    NSCC is proposing to amend Rule 1 to add definitions for the CRRM 
and the Watch List.
    The proposed definition of the CRRM would provide that the term 
``Credit Risk Rating Matrix'' means a matrix of credit ratings of 
Members as specified in Section 4 of Rule 2B. The definition would 
state that the CRRM is developed by NSCC to evaluate the credit risk 
such Members pose to NSCC and its Members and is based on factors 
determined to be relevant by NSCC from time to time, which factors are 
designed to collectively reflect the financial and operational 
condition of a Member. The proposed definition would state that, in 
addition to the proposed qualitative factors described above, these 
factors include quantitative factors, such as capital, assets, earnings 
and liquidity.
    The proposed definition of the Watch List would provide that the 
term ``Watch List'' means, at any time and from time to time, the list 
of Members whose credit ratings derived from the CRRM are 5, 6 or 7, as 
well as Members and Limited Members that, based on NSCC's consideration 
of relevant factors, including those set forth in Section 4(d) of Rule 
2B (described below), are deemed by NSCC to pose a heightened risk to 
NSCC and its Members.
B. Proposed Changes to Rule 2B (Ongoing Membership Requirements and 
Monitoring)
Section 2B of Rule 2B
    NSCC is proposing to amend Section 2B of Rule 2B to state that NSCC 
may review the financial responsibility and operational capability of 
each Member and may otherwise require additional reporting from the 
Member regarding its financial or operational condition that may (1) 
include information regarding the businesses and operations of the 
Member and its risk management practices with respect to NSCC's 
services utilized by the Member for another Person and (2) result in 
the Member being placed on the Watch List and/or being subject to 
enhanced surveillance as determined by NSCC.
    Members are direct participants of NSCC. However, there are firms 
that rely on the services provided by Members in order to have their 
activity cleared and settled through NSCC's facilities (the ``indirect 
participants''). These indirect participants pose certain risks to NSCC 
that need to be identified and monitored as part of NSCC's ongoing 
member due diligence process. In order for NSCC to understand (1) the 
material dependencies between Members and the indirect participants 
that rely on the Members for the clearance and settlement of the 
indirect participants' transactions, (2) significant Member-indirect 
participant relationships and (3) the various risk controls and 
mitigants that these Members employ to manage their risks with respect 
to such relationships, NSCC may request information from Members 
regarding the Members' businesses and operations as well as their risk 
management practices with respect to services of NSCC utilized by the 
Members for indirect participants. The information provided by Members 
would then be taken into consideration by NSCC when determining whether 
a Member may need to be placed on the Watch List, be subject to 
enhanced surveillance or both.
Section 4 of NSCC Rule 2B
    NSCC is proposing to amend Section 4 of Rule 2B in order to (1) 
specify the membership types that are currently subject to NSCC's 
ongoing monitoring and review, (2) clarify which U.S. broker-dealers 
and U.S. banks will be assigned a credit rating by NSCC in accordance 
with the CRRM, (3) provide that NSCC may manually downgrade a CRRM-
Rated Member's credit rating in certain instances, (4) provide that 
NSCC may place non-CRRM-Rated Members and certain Limited Members on 
the Watch List and/or subject them to enhanced surveillance, if 
necessary, (5) describe some of the factors that could be taken into 
consideration by NSCC when downgrading a Member's or Limited Member's 
credit rating, placing a Member or Limited Member on the Watch List 
and/or subjecting a Member or Limited Member to enhanced surveillance, 
(6) allow NSCC to collect additional deposits to the Clearing Fund and 
to retain deposits in excess of the Required Deposit from Members or 
Limited Members that are on the Watch List and (7) provide for enhanced 
monitoring of Members or Limited Members that are on the Watch List 
and/or are subject to enhanced surveillance.
    In connection with the forgoing, NSCC proposes to delete the 
current first paragraph in Section 4 of NSCC Rule 2B and add the 
following:
    1. Section 4(a), specifying that NSCC currently monitors and 
reviews all Members and certain Limited Members on an ongoing and 
periodic basis, which may include monitoring news and market 
developments relating to these Members and Limited Members and 
conducting reviews of financial reports and other public information of 
these Members and Limited Members.
    2. Section 4(b)(i), clarifying that (1) Members that are (A) U.S. 
banks or trust companies that file the Consolidated Report of Condition 
and Income (``Call Report'') or (B) U.S. broker-dealers that file the 
Financial and Operational Combined Uniform Single Report (``FOCUS 
Report'') or the equivalent with their regulators, would be assigned a 
credit rating by NSCC in accordance with the CRRM and (2) each CRRM-
Rated Member's credit rating would be reassessed upon receipt of 
additional information from the Member.
    3. Section 4(b)(ii), providing that, because the factors used as 
part of the CRRM may not identify all risks that a Member may pose to 
NSCC, NSCC may, in addition to other actions permitted by the Rules, 
downgrade the Member's credit rating derived from the CRRM if NSCC 
believes the CRRM-generated rating is insufficiently conservative or if 
it deems such downgrade as necessary to protect NSCC and its Members. 
Depending on the credit rating of the Member, a downgrade may result in 
the Member being placed on the Watch List and/or being subject to 
enhanced surveillance based on relevant factors.
    4. Section 4(c), specifying that, other than CRRM-Rated Members, 
NSCC may place Members and Limited Members that are monitored and 
reviewed by NSCC on the Watch List and/or subject them to enhanced 
surveillance even though they are not being assigned credit ratings by 
NSCC in accordance with the CRRM.
    5. Section 4(d), describing some of the factors that could be taken 
into consideration by NSCC when downgrading a Member's credit rating, 
placing a Member or Limited Member on the Watch List and/or subjecting 
a

[[Page 17925]]

Member or Limited Member to enhanced surveillance. These factors 
include but are not limited to (i) news reports and/or regulatory 
observations that raise reasonable concerns relating to the Member or 
Limited Member, (ii) reasonable concerns around the Member's or Limited 
Member's liquidity arrangements, (iii) material changes to the Member's 
or Limited Member's organizational structure, (iv) reasonable concerns 
of NSCC about the Member's or Limited Member's financial stability due 
to particular facts and circumstances, such as material litigation or 
other legal and/or regulatory risks, (v) failure of the Member or 
Limited Member to demonstrate satisfactory financial condition or 
operational capability or if NSCC has a reasonable concern regarding 
the Member's or Limited Member's ability to maintain applicable 
membership standards and (vi) failure of the Member or Limited Member 
to provide information required by NSCC to assess risk exposures posed 
by the Member's or Limited Member's activity.
    6. Section 4(e), allowing NSCC to (1) require a Member or Limited 
Member that has been placed on the Watch List to make and maintain 
additional deposits to the Clearing Fund and (2) withhold any deposit 
in excess of the Required Deposit of a Member or Limited Member that 
has been placed on the Watch List as provided in Section 9 of Rule 4.
    7. Section 4(f), providing that NSCC would, in addition to other 
actions permitted by the Rules, conduct a more thorough monitoring of 
the financial condition and/or operational capability of, and require 
more frequent financial disclosures from, not only those Members and 
Limited Members that are placed on the Watch List but also Members and 
Limited Members subject to enhanced surveillance, including examples of 
how the monitoring could be conducted and the types of disclosures that 
may be required. In addition, Members and Limited Members that are 
subject to enhanced surveillance would be reported to NSCC's management 
committees and regularly reviewed by a cross-functional team comprised 
of senior management of NSCC.
    In addition to the proposed changes described above, NSCC is 
proposing to make technical corrections to the second paragraph of 
Section 4 of Rule 2B to (1) renumber the paragraph as Section 4(g), (2) 
update an internal cross reference and (3) clarify that the references 
in the paragraph to Members under surveillance are referring to Members 
on the Watch List.
C. Proposed Changes to Rule 4 (Clearing Fund)
    NSCC is proposing to amend Section 9 of Rule 4 to clarify that NSCC 
may, in its discretion, withhold all or part of any excess Clearing 
Fund deposit of Members that are on the Watch List.
D. Proposed Changes to Procedure XV (Clearing Fund Formula and Other 
Matters)
    NSCC is proposing to amend Section I(B)(1) of Procedure XV to 
clarify that Members or Limited Members that are placed on the Watch 
List would be required to make additional Clearing Fund deposits, as 
determined by NSCC.
    In addition, NSCC is proposing to make the following technical 
corrections to Section I(B)(1) of Procedure XV, (i) renumber the final 
three paragraphs as Section I(B)(2) and title the new subsection 
``Family Issued Securities'' to reflect the different subject matter of 
the new subsection, (ii) capitalize references to the Credit Risk 
Rating Matrix to reflect the proposed addition of the defined term to 
Rule 1 and (iii) make other grammatical corrections to the new Section 
I(B)(2).
    Finally, NSCC is proposing to amend Section II(C) of Procedure XV 
to clarify that, although NSCC would not request additional Clearing 
Fund deposits from Members unless they exceed a predetermined 
threshold, such floor would not apply to Members or Limited Members 
that are on the Watch List.
E. Additional Proposed Changes to Rule 1 (Definitions and Descriptions) 
and Procedure XV (Clearing Fund Formula and Other Matters)
    NSCC is proposing to amend the definition of ``Illiquid Position'' 
in Rule 1 as well as Procedure XV Sections I(A)(1) and I(A)(2), each as 
proposed in connection with a separate proposed rule change filed with 
the Commission but not yet approved.\16\ Specifically, the proposed 
amendments would replace and conform references to ``credit risk 
matrix'' with ``Credit Risk Rating Matrix'' in the proposed definition 
of ``Illiquid Position'' in Rule 1 as well as Procedure XV Sections 
I(A)(1) and I(A)(2).
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    \16\ See Securities Exchange Act Release No. 80260 (March 16, 
2017), 82 FR 14781 (March 22, 2017) (SR-NSCC-2017-001).
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Implementation Timeframe
    Pending Commission approval, NSCC expects to implement this 
proposal promptly. Members would be advised of the implementation date 
of this proposal through issuance of a NSCC Important Notice.
Expected Effect on Risks to the Clearing Agency, Its Participants and 
the Market
    The proposed rule changes would mitigate counterparty credit risk 
for NSCC by allowing NSCC to more accurately monitor the 
creditworthiness and risk profile of its Members. The enhanced CRRM 
would provide a more robust credit rating methodology by incorporating 
qualitative factors and adopting an absolute scoring approach. Both of 
these enhancements would improve NSCC's ability to monitor the credit 
risk of its Members and are expected to lessen the frequency of manual 
overrides. The enhanced CRRM would also expand the coverage of NSCC's 
membership by providing credit ratings for Members that are foreign 
banks or trust companies, which are not covered under the existing 
CRRM.
    By mitigating counterparty credit risk for NSCC as described above, 
the enhanced CRRM would also mitigate risk for Members because lowering 
the risk profile for NSCC would in turn lower the risk exposure that 
Members may have with respect to NSCC in its role as a central 
counterparty.
Management of Identified Risks
    The proposed rule changes are designed to mitigate counterparty 
credit risk for NSCC and to provide greater clarity and transparency to 
Members regarding the counterparty credit risk management approach used 
by NSCC.
    The enhanced CRRM would improve NSCC's ability to monitor the 
probability of default for Members that are rated by the CRRM and is 
expected to lessen the need and the frequency of manual downgrades due 
to the anticipated improvement in the accuracy of the credit ratings 
generated by the enhanced CRRM.
    NSCC employs a risk-based approach to conducting monitoring and 
review of its Members by using the CRRM to identify higher risk 
Members. Once identified, NSCC would place these Members on the Watch 
List, which would result in more frequent review by NSCC of these 
Members than the other Members. For Members that are placed on the 
Watch List, NSCC would conduct more thorough monitoring of these 
Members' financial condition and/or operational capability, which could 
include, for example, on-site visits or additional due diligence 
information requests.
    Members that have been placed on the Watch List may also be 
required to maintain a higher deposit to the Clearing Fund, which would 
help offset potential risks to NSCC and its Members arising from 
activity submitted by these Members.

[[Page 17926]]

    The enhanced CRRM would also expand the coverage of NSCC's 
membership by providing credit ratings for foreign banks and trust 
companies, which are not currently rated under the existing CRRM. The 
addition of these entities would allow NSCC to employ its risk-based 
approach to identify those higher risk Members for additional 
monitoring with more efficiency (by reducing the need for manual 
overrides) and effectiveness (by generating a more comprehensive and 
accurate credit rating after taking into account both quantitative and 
qualitative factors and adopting the absolute scoring approach).
    Thus, the enhanced CRRM would help NSCC to identify those Members 
that could present credit risk to NSCC, which then would allow NSCC to 
better manage the potential risks from these Members.
Consistency With the Clearing Supervision Act
    The proposed enhancements to the CRRM as described in detail above 
would be consistent with Section 805(b) of Clearing Supervision 
Act.\17\ The objectives and principles of Section 805(b) of the 
Clearing Supervision Act include, among other things, the promotion of 
robust risk management.\18\
---------------------------------------------------------------------------

    \17\ 12 U.S.C. 5464(b).
    \18\ Id.
---------------------------------------------------------------------------

    By enhancing the CRRM to enable it to assign credit ratings to 
Members that are foreign banks or trust companies and that have audited 
financial data that is publicly available, the proposed rule change 
would expand the CRRM's applicability to a wider group of Members, 
which would improve NSCC's membership monitoring process and promote 
robust risk management, consistent with the objectives and principles 
of Section 805(b) of the Clearing Supervision Act cited above.
    Similarly, by enhancing the CRRM to enable it to incorporate 
qualitative factors when assigning a Member's credit rating, the 
proposed change would enable NSCC to take into account relevant 
qualitative factors in an automated and more effective manner when 
monitoring the credit risks presented by the Members, which would 
improve NSCC's membership monitoring process overall and promote robust 
risk management, consistent with the objectives and principles of 
Section 805(b) of the Clearing Supervision Act cited above.
    Likewise, by enhancing the CRRM to shift from a relative scoring 
approach to an absolute scoring approach when assigning a Member's 
credit rating, the proposed rule change would enable NSCC to generate 
credit ratings for Members that are more reflective of the Members' 
default risk, which would improve NSCC's membership monitoring process 
and promote robust risk management, consistent with the objectives and 
principles of Section 805(b) of the Clearing Supervision Act cited 
above.
    The proposed enhancements to the CRRM are consistent with Rule 
17Ad-22(e)(3)(i) under the Act, which was recently adopted by the 
Commission.\19\ Rule 17Ad-22(e)(3)(i) will require NSCC to establish, 
implement, maintain and enforce written policies and procedures 
reasonably designed to maintain a sound risk management framework for 
comprehensively managing risks that arise in or are born by NSCC, which 
includes * * * systems designed to identify, measure, monitor and 
manage the range of risks that arise in or are borne by NSCC.\20\ The 
proposed enhancements to the CRRM have been designed to assist NSCC in 
identifying, measuring, monitoring and managing the credit risks to 
NSCC posed by its Members. The proposed enhancements to the CRRM 
accomplish this by (i) expanding the CRRM's applicability to a wider 
group of Members to include Members that are foreign banks or trust 
companies, (ii) enabling the CRRM to take into account relevant 
qualitative factors in an automated and more effective manner when 
monitoring the credit risks presented by Members and (iii) enabling the 
CRRM to generate credit ratings for Members that are more reflective of 
the Members' default risk by shifting to an absolute scoring approach, 
all of which would improve NSCC's membership monitoring process 
overall. Therefore, NSCC believes the proposed enhancements to the CRRM 
would assist NSCC in identifying, measuring, monitoring and managing 
risks that arise in or are born by NSCC, consistent with the 
requirements of Rule 17Ad-22(e)(3)(i).
---------------------------------------------------------------------------

    \19\ 17 CFR 240.17Ad-22(e)(3)(i). The Commission adopted 
amendments to Rule 17Ad-22, including the addition of new subsection 
17Ad-22(e), on September 28, 2016. See Securities Exchange Act 
Release No. 78961 (September 28, 2016), 81 FR 70786 (October 13, 
2016) (S7-03-14). FICC is a ``covered clearing agency'' as defined 
by the new Rule 17Ad-22(a)(5) and must comply with new subsection 
(e) of Rule 17Ad-22 by April 11, 2017. Id.
    \20\ Id.
---------------------------------------------------------------------------

    The proposed rule change to Section 2B of Rule 2B with respect to 
the scope of information that may be requested by NSCC from its Members 
has been designed to be consistent with Rule 17Ad-22(e)(19) under the 
Act, which was recently adopted by the Commission.\21\ Rule 17Ad-
22(e)(19) will require NSCC to establish, implement, maintain and 
enforce written policies and procedures reasonably designed to 
identify, monitor, and manage the material risk to NSCC arising from 
arrangements in which firms that are indirect participants in NSCC rely 
on the services provided by Members to access NSCC's payment, clearing, 
or settlement facilities.\22\ By expressly reflecting in the Rules what 
is already NSCC's current practice associated with its request for 
additional reporting of a Member's financial or operational conditions 
to state that such request may include information regarding the 
businesses and operations of the Member, as well as its risk management 
practices with respect to services of NSCC utilized by the Member for 
another Person, this proposed rule change would help enable NSCC to 
have rule provisions that are reasonably designed to identify, monitor 
and manage the material risks to NSCC arising from tiered participation 
arrangements consistent with Rule 17Ad-22(e)(19).
---------------------------------------------------------------------------

    \21\ 17 CFR 240.17Ad-22(e)(19). Id.
    \22\ Id.
---------------------------------------------------------------------------

III. Date of Effectiveness of the Advance Notice, and Timing for 
Commission Action

    The proposed change may be implemented if the Commission does not 
object to the proposed change within 60 days of the later of (i) the 
date that the proposed change was filed with the Commission or (ii) the 
date that any additional information requested by the Commission is 
received. The clearing agency shall not implement the proposed change 
if the Commission has any objection to the proposed change.
    The Commission may extend the period for review by an additional 60 
days if the proposed change raises novel or complex issues, subject to 
the Commission providing the clearing agency with prompt written notice 
of the extension. A proposed change may be implemented in less than 60 
days from the date the advance notice is filed, or the date further 
information requested by the Commission is received, if the Commission 
notifies the clearing agency in writing that it does not object to the 
proposed change and authorizes the clearing agency to implement the 
proposed change on an earlier date, subject to any conditions imposed 
by the Commission.
    The clearing agency shall post notice on its Web site of proposed 
changes that are implemented.

[[Page 17927]]

    The proposal shall not take effect until all regulatory actions 
required with respect to the proposal are completed.

IV. 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

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NSCC-2017-801 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-NSCC-2017-801. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 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 public in accordance with the provisions 
of 5 U.S.C. 552, will be available for Web site viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE., Washington, 
DC 20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of NSCC and on DTCC's Web site 
(http://dtcc.com/legal/sec-rule-filings.aspx). All comments received 
will be posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NSCC-2017-801 and should be submitted on 
or before April 28, 2017.

    By the Commission.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-07453 Filed 4-12-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                     Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices                                                17921

                                                    post all comments on the Commission’s                   Exchange Commission (‘‘Commission’’)                   (B) Advance Notice Filed Pursuant to
                                                    Internet Web site (http://www.sec.gov/                  the advance notice SR–NSCC–2017–801                    Section 806(e) of the Payment, Clearing
                                                    rules/sro.shtml). Copies of the                         (‘‘Advance Notice’’) as described in                   and Settlement Supervision Act
                                                    submission, all subsequent                              Items I, II and III below, which Items
                                                                                                                                                                   Nature of the Proposed Change
                                                    amendments, all written statements                      have been prepared by NSCC.3 The
                                                    with respect to the proposed rule                       Commission is publishing this notice to                   The proposed rule change would,
                                                    change that are filed with the                          solicit comments on the Advance Notice                 among other things, enhance the CRRM
                                                    Commission, and all written                             from interested persons.                               to enable it to rate Members that are
                                                    communications relating to the                                                                                 foreign banks or trust companies and
                                                    proposed rule change between the                        I. Clearing Agency’s Statement of the                  have audited financial data that is
                                                    Commission and any person, other than                   Terms of Substance of the Advance                      publicly available. It would also
                                                    those that may be withheld from the                     Notice                                                 enhance the CRRM by allowing it to
                                                    public in accordance with the                              This Advance Notice consists of                     take into account qualitative factors
                                                    provisions of 5 U.S.C. 552, will be                     proposed modifications to NSCC’s Rules                 when generating credit ratings for
                                                    available for Web site viewing and                      and Procedures (‘‘Rules’’).4 The                       Members. In addition, it would enhance
                                                    printing in the Commission’s Public                     proposed rule change would amend the                   the CRRM by shifting it from a relative
                                                    Reference Room, 100 F Street NE.,                       Rules in order to (i) enhance the matrix               scoring approach to an absolute scoring
                                                    Washington, DC 20549, on official                       (hereinafter referred to as the ‘‘Credit               approach.
                                                    business days between the hours of                      Risk Rating Matrix’’ or ‘‘CRRM’’) 5                       This rule filing also contains
                                                    10:00 a.m. and 3:00 p.m. Copies of the                  developed by NSCC to evaluate the risks                proposed rule changes that are not
                                                    filing also will be available for                       posed by certain Members (‘‘CRRM-                      related to the proposed CRRM
                                                    inspection and copying at the principal                 Rated Members’’) to NSCC and its                       enhancements but that provide
                                                    office of the Exchange. All comments                    Members from providing services to                     specificity, clarity and additional
                                                    received will be posted without change;                 these CRRM-Rated Members and (ii)                      transparency to the Rules related to
                                                    the Commission does not edit personal                   make other amendments to the Rules to                  NSCC’s current ongoing membership
                                                    identifying information from                            provide more transparency and clarity                  monitoring process.
                                                    submissions. You should submit only                     regarding NSCC’s current ongoing
                                                    information that you wish to make                       membership monitoring process.                         (i) Background
                                                    available publicly. All submissions                                                                               NSCC occupies an important role in
                                                    should refer to File Number SR–NYSE–                    II. Clearing Agency’s Statement of the
                                                                                                                                                                   the securities settlement system by
                                                    2017–15 and should be submitted on or                   Purpose of, and Statutory Basis for, the
                                                                                                                                                                   interposing itself as a central
                                                    before May 4, 2017.                                     Advance Notice
                                                                                                                                                                   counterparty between Members that are
                                                      For the Commission, by the Division of                   In its filing with the Commission, the              counterparties to transactions accepted
                                                    Trading and Markets, pursuant to delegated              clearing agency included statements                    for clearing by NSCC, thereby reducing
                                                    authority.12                                            concerning the purpose of and basis for                the risk faced by Members. NSCC uses
                                                    Eduardo A. Aleman,                                      the Advance Notice and discussed any                   the CRRM, the Watch List (as defined
                                                    Assistant Secretary.                                    comments it received on the Advance                    below) and the enhanced surveillance to
                                                    [FR Doc. 2017–07455 Filed 4–12–17; 8:45 am]
                                                                                                            Notice. The text of these statements may               manage and monitor default risks of
                                                    BILLING CODE 8011–01–P
                                                                                                            be examined at the places specified in                 Members on an ongoing basis, as
                                                                                                            Item IV below. The clearing agency has                 discussed below. The level and
                                                                                                            prepared summaries, set forth in                       frequency of such monitoring for a
                                                    SECURITIES AND EXCHANGE                                 sections A and B below, of the most                    Member is determined by the Member’s
                                                    COMMISSION                                              significant aspects of such statements.                risk of default as assessed by NSCC.
                                                                                                            (A) Clearing Agency’s Statement on                     Members that are deemed by NSCC to
                                                    [Release No. 34–80396; File No. SR–NSCC–
                                                    2017–801]                                               Comments on the Advance Notice                         pose a heightened risk to NSCC and its
                                                                                                            Received From Members, Participants,                   Members are subject to closer and more
                                                    Self-Regulatory Organizations;                          or Others                                              frequent monitoring.
                                                    National Securities Clearing                                                                                   Existing Credit Risk Rating Matrix
                                                                                                              Written comments relating to this
                                                    Corporation; Notice of Filing of
                                                                                                            proposal have not been solicited or                       In 2005, the Commission approved a
                                                    Advance Notice To Enhance the Credit
                                                                                                            received. NSCC will notify the                         proposed rule change filed by NSCC
                                                    Risk Rating Matrix and Make Other
                                                                                                            Commission of any written comments                     (‘‘Initial Filing’’) 6 to establish new
                                                    Changes
                                                                                                            received by NSCC.                                      criteria for placing certain Members on
                                                    April 7, 2017.                                                                                                 a list for closer monitoring (‘‘Watch
                                                       Pursuant to Section 806(e)(1) of Title                 3 On March 22, 2017, NSCC filed this Advance
                                                                                                                                                                   List’’).
                                                    VIII of the Dodd-Frank Wall Street                      Notice as a proposed rule change (SR–NSCC–2017–
                                                                                                            002) with the Commission pursuant to Section              NSCC proposed in the Initial Filing
                                                    Reform and Consumer Protection Act                      19(b)(1) of the Act, 15 U.S.C. 78s(b)(1), and Rule     that all U.S. broker-dealers and U.S.
                                                    entitled the Payment, Clearing, and                     19b–4, 17 CFR 240.19b–4. A copy of the proposed        banks that were Members would be
                                                    Settlement Supervision Act of 2010                      rule change is available at http://www.dtcc.com/       assigned a rating generated by entering
                                                    (‘‘Clearing Supervision Act’’) 1 and Rule               legal/sec-rule-filings.aspx.
                                                                                                              4 Capitalized terms not defined herein are defined   financial data of those Members into an
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    19b–4(n)(1)(i) under the Securities                     in the Rules, available at http://www.dtcc.com/∼/      internal risk assessment matrix, i.e., the
                                                    Exchange Act of 1934 (‘‘Act’’),2 notice is              media/Files/Downloads/legal/rules/nscc_rules.pdf.      CRRM. However, the text of the current
                                                    hereby given that on March 22, 2017,                      5 The proposed rule changes with respect to the
                                                                                                                                                                   Rule 2B, Section 4, does not specify
                                                    National Securities Clearing Corporation                enhancement of the CRRM are reflected in the           which Members are CRRM-Rated
                                                    (‘‘NSCC’’) filed with the Securities and                inclusion of (i) qualitative factors and examples
                                                                                                            thereof in the proposed new definition for ‘‘Credit    Members and whether non-CRRM-Rated
                                                                                                            Risk Rating Matrix’’ in Rule 1 and (ii) Members that
                                                      12 17 CFR 200.30–3(a)(12).                            are foreign banks or trust companies that have           6 See Securities Exchange Act Release No. 51362
                                                      1 12 U.S.C. 5465(e)(1).                               audited financial data that is publicly available in   (March 11, 2005), 70 FR 13562 (March 21, 2005)
                                                      2 17 CFR 240.19b–4(n)(1)(i).                          Section 4(b)(i) of Rule 2B.                            (SR–NSCC–2003–11).



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                                                    17922                            Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices

                                                    Members may be included on the Watch                       potential increase in the number of                      estimate the absolute probability of
                                                    List.                                                      Members that are foreign banks or trust                  default of each Member.
                                                       Currently, Members that are U.S.                        companies in the coming years, there is
                                                    broker-dealers and U.S. banks are                                                                                   A. Enable the CRRM to Generate Credit
                                                                                                               a need to formalize NSCC’s credit risk
                                                                                                                                                                        Ratings for Foreign Bank or Trust
                                                    assessed against the CRRM and assigned                     evaluation process of these Members by
                                                                                                                                                                        Company Members
                                                    a credit rating based on certain                           assigning credit ratings to them in order
                                                    quantitative factors.7 Unfavorably-rated                   to better facilitate the comparability of                   The current CRRM is comprised of
                                                    Members are placed on the Watch List.                      credit risks among Members.9                             two credit rating models—one for the
                                                    In addition, NSCC credit risk staff may                       In addition, the current CRRM assigns                 U.S. broker-dealers and one for the U.S.
                                                    downgrade a particular Member’s credit                     each Member that is a U.S. bank or U.S.                  banks. NSCC is proposing to enhance
                                                    rating based on various qualitative                        broker-dealer and that files standard                    the CRRM by adding an additional
                                                    factors. An example of such qualitative                    reports with its regulator(s) a credit                   credit rating model for the foreign banks
                                                    factors might be that the Member in                        rating based on inputting certain                        and trust companies. The additional
                                                    question received a qualified audit                        quantitative data relative to the                        model would expand the membership
                                                    opinion on its annual audit. NSCC                          applicable Member into the CRRM.                         classes to which the CRRM would apply
                                                    believes that, in order to protect NSCC                    Accordingly, a Member’s credit rating is                 to include Members that are foreign
                                                    and its other Members, it is important                     currently based solely upon quantitative                 banks or trust companies and that have
                                                    that credit risk staff maintain the                        factors. It is only after the CRRM has                   audited financial data that is publicly
                                                    discretion to downgrade a Member’s                         generated a credit rating with respect to                available. The CRRM credit rating of a
                                                    credit rating on the CRRM and thus                         a particular Member that such Member’s                   Member that is a foreign bank or trust
                                                    subject the Member to closer                               credit rating may be downgraded                          company would be based on
                                                    monitoring.                                                manually by credit risk staff, after taking              quantitative factors, including size,
                                                       The current CRRM is comprised of                        into consideration relevant qualitative                  capital, leverage, liquidity, profitability
                                                    two credit rating models—one for the                       factors. The inability of the current                    and growth, and qualitative factors,
                                                    U.S. broker-dealers and one for the U.S.                   CRRM to take into account qualitative                    including market position and
                                                    banks—and generates credit ratings for                     factors requires frequent and manual                     sustainability, information reporting
                                                    the relevant Members based on a 7-point                    overrides by credit risk staff, which may                and compliance, management quality,
                                                    rating system, with ‘‘1’’ being the                        result in inconsistent and/or incomplete                 capital management and business/
                                                    strongest credit rating and ‘‘7’’ being the                credit ratings for Members.                              product diversity. By enabling the
                                                    weakest credit rating.                                        Furthermore, the current CRRM uses                    CRRM to generate credit ratings for
                                                       Over time, the current CRRM has not                     a relative scoring approach and relies on                these Members, the enhanced CRRM
                                                    kept pace with NSCC’s evolving                             peer grouping of Members to calculate                    would provide more comprehensive
                                                    membership base and heightened                             the credit rating of a Member. This                      credit risk coverage of NSCC’s
                                                    expectations from regulators and                           approach is not ideal because a                          membership base.
                                                    stakeholders for robustness of financial                   Member’s credit rating can be affected                      With the proposed enhancement to
                                                    models. Specifically, the current CRRM                     by changes in its peer group even if the                 the CRRM as described above,
                                                    only generates credit ratings for those                    Member’s financial condition is                          applicable foreign bank or trust
                                                    Members that are U.S. banks or U.S.                        unchanged.                                               company Members would be included
                                                    broker-dealers that file standard reports                                                                           in the CRRM process and be evaluated
                                                                                                               Proposed Credit Risk Rating Matrix                       more effectively and efficiently because
                                                    with their regulators. Although these                      Enhancements
                                                    types of Members currently represent                                                                                financial data with respect to these
                                                                                                                  To improve the coverage and the                       foreign bank or trust company Members
                                                    the vast majority (approximately 95%)
                                                                                                               effectiveness of the current CRRM,                       could be extracted from data sources in
                                                    of Members at NSCC,8 foreign banks and
                                                                                                               NSCC is proposing three enhancements.                    an automated form.10
                                                    trust companies are expected to be a
                                                                                                               The first proposed enhancement would                        After the proposed enhancement,
                                                    growing category of NSCC’s
                                                                                                               expand the scope of CRRM coverage by                     CRRM would be able to generate credit
                                                    membership base in the future, and the
                                                                                                               enabling the CRRM to generate credit                     ratings on an ongoing basis for all
                                                    proposed enhancements to the CRRM
                                                                                                               ratings for Members that are foreign                     Members that are U.S. banks, U.S.
                                                    would enable it to assign credit ratings
                                                                                                               banks or trust companies and that have                   brokers-dealers and foreign banks and
                                                    to these entities. Foreign banks and trust
                                                                                                               audited financial data that is publicly                  trust companies, which together
                                                    companies are typically large global                                                                                represent approximately 96% of the
                                                                                                               available. The second proposed
                                                    financial institutions that have complex                                                                            NSCC Members.11
                                                                                                               enhancement would incorporate
                                                    businesses and conduct a high volume
                                                                                                               qualitative factors into the CRRM and                    B. Incorporate Qualitative Factors Into
                                                    of activities. Although foreign banks and
                                                                                                               therefore is expected to reduce the need                 the CRRM
                                                    trust companies are not currently rated
                                                                                                               and the frequency of manual overrides
                                                    by the CRRM, they are monitored by                                                                                    In addition, as proposed, the
                                                                                                               of Member credit ratings. The third
                                                    NSCC’s credit risk staff using financial                                                                            enhanced CRRM would blend
                                                                                                               enhancement would replace the relative
                                                    criteria deemed relevant by NSCC and                                                                                qualitative factors with quantitative
                                                                                                               scoring approach currently used by
                                                    can be placed on the Watch List if they                                                                             factors to produce a credit rating for
                                                                                                               CRRM with a statistical approach to
                                                    experience a financial change that                                                                                  each applicable Member in relation to
                                                    presents risk to NSCC. Given the
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                                                                                                                 9 CRRM is applied across NSCC and its affiliated
                                                                                                                                                                          10 Currently, these Members are monitored by
                                                                                                               clearing agencies, Fixed Income Clearing
                                                      7 Quantitative  factors considered by NSCC                                                                        NSCC credit risk staff that review similar criteria as
                                                                                                               Corporation (‘‘FICC’’) and The Depository Trust
                                                    include (a) for broker dealers, size (i.e., total excess   Company (‘‘DTC’’). Specifically, in order to run the     those reviewed for CRRM-Rated Members, but such
                                                    net capital), capital, leverage, liquidity, and            CRRM, credit risk staff uses the financial data of the   review occurs outside of the CRRM process.
                                                    profitability and (b) for banks, size, capital, asset      applicable NSCC Members in addition to data of             11 As of March 16, 2017, there are 7 Members that
                                                    quality, earnings, and liquidity.                          applicable members and participants of FICC and          would not be rated by the enhanced CRRM, as
                                                       8 As of March 16, 2017, there are 155 Members.          DTC, respectively. In this way, each applicable          proposed, because they are central securities
                                                    Of the 155 Members, 11 (or 7%) are U.S. banks, 136         NSCC Member is rated against other applicable            depositories, securities exchanges and U.S. trust
                                                    (or 88%) are U.S. broker-dealers and one (or 1%)           members and participants of FICC and DTC,                companies that do not file Call Reports (as defined
                                                    is a foreign bank or trust company.                        respectively.                                            below).



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                                                                                   Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices                                                      17923

                                                    the Member’s credit risk. For U.S. and                   individual probability of default rather                 consequences under the Rules, whereas
                                                    foreign banks and trust companies, the                   than the relative scoring approach that                  enhanced surveillance does not.15 For
                                                    enhanced CRRM would use a 70/30                          is currently in use. This proposed                       example, a Member that is in a
                                                    weighted split between quantitative and                  change is designed to have a Member’s                    precarious situation could be placed on
                                                    qualitative factors to generate credit                   CRRM-generated credit rating reflect an                  the Watch List and be subject to
                                                    ratings. For U.S. broker-dealers, the                    absolute measure of the Member’s                         enhanced surveillance; however,
                                                    weight split between quantitative and                    default risk and eliminate any potential                 because the Watch List status could
                                                    qualitative factors would be 60/40.                      distortion of a Member’s credit rating                   increase a Member’s Required Deposit,
                                                    These weight splits are chosen by NSCC                   from the Member’s peer group that may                    when NSCC has preliminary concerns
                                                    based on the industry best practice as                   occur under the relative scoring                         about a Member, to avoid potential
                                                    well as research and sensitivity analysis                approach used in the existing CRRM.                      increase to a Member’s Required
                                                    conducted by NSCC. NSCC would                                                                                     Deposit, NSCC may opt not to place the
                                                    review and adjust the weight splits as                   D. Watch List and Enhanced
                                                                                                                                                                      Member on the Watch List until it is
                                                    well as the quantitative and qualitative                 Surveillance
                                                                                                                                                                      certain that such concerns would not be
                                                    factors, as needed, based on                                In addition to the Watch List, NSCC                   alleviated in the short-term. Instead, in
                                                    recalibration of the CRRM to be                          also maintains an enhanced surveillance                  such a situation, NSCC might first
                                                    conducted by NSCC approximately                          list (referenced herein and in the                       subject the Member to enhanced
                                                    every three to five years.                               proposed rule text as ‘‘enhanced                         surveillance in order to closely monitor
                                                       Although there are advantages to                      surveillance’’) for membership                           the Member’s situation without affecting
                                                    measuring credit risk quantitatively,                    monitoring. The enhanced surveillance                    the Member’s Required Deposit. If the
                                                    quantitative evaluation models alone are                 list is generally used when Members are                  Member’s situation improves, then it
                                                    incapable of fully capturing all credit                  undergoing drastic and unexpected                        will no longer be subject to enhanced
                                                    risks. Certain qualitative factors may                   changes in their financial conditions or                 surveillance. If the situation of the
                                                    indicate that a Member is or will soon                   operation capabilities and thus are                      Member worsens, the Member may then
                                                    be undergoing financial distress, which                  deemed by NSCC to be of the highest                      be placed on the Watch List as deemed
                                                    may in turn signal a higher default                      risk level and/or warrant additional                     necessary by NSCC.
                                                    exposure to NSCC and its other                           scrutiny due to NSCC’s ongoing
                                                    Members. As such, a key enhancement                                                                               (ii) Detailed Description of the Proposed
                                                                                                             concerns about these Members.                            Rule Changes Related to the Proposed
                                                    being proposed to the CRRM is the                        Accordingly, Members that are subject
                                                    incorporation of relevant qualitative                                                                             CRRM Enhancements
                                                                                                             to enhanced surveillance are reported to
                                                    factors into each of the three credit                                                                               In connection with the proposed
                                                                                                             NSCC’s management committees and
                                                    rating models mentioned above. By                                                                                 enhancements to the CRRM, NSCC
                                                                                                             are also regularly reviewed by a cross-
                                                    including qualitative factors in the three                                                                        proposes to amend the Rules to (1)
                                                                                                             functional team comprised of senior
                                                    credit rating models, the enhanced                                                                                incorporate qualitative factors into
                                                                                                             management of NSCC. More often than
                                                    CRRM would capture risks that would                                                                               CRRM and (2) add Members that are
                                                                                                             not, Members that are subject to
                                                    otherwise not be accounted for with                                                                               foreign banks or trust companies to the
                                                                                                             enhanced surveillance are also on the
                                                    quantitative factors alone.12 Adding                                                                              categories of Members that would be
                                                                                                             Watch List. The group of Members that
                                                    qualitative factors to the CRRM would                                                                             assigned credit ratings by NSCC using
                                                                                                             is subject to enhanced surveillance is
                                                    not only enable it to generate more                                                                               the CRRM.
                                                    consistent and comprehensive credit                      generally much smaller than the group
                                                    ratings for applicable Members, but it                   on the Watch List. The enhanced                          A. Proposed Changes to Rule 1
                                                    would also help reduce the need and                      surveillance list is an internal tool for                (Definitions and Descriptions)
                                                    frequency of manual credit rating                        NSCC that triggers increased monitoring
                                                                                                             of a Member above the monitoring that                      NSCC is proposing to include
                                                    overrides by the credit risk staff because
                                                                                                             occurs when a Member is on the Watch                     qualitative factors, such as management
                                                    overrides would likely only be required
                                                                                                             List.                                                    quality, market position/environment,
                                                    under more limited circumstances.13
                                                                                                                A Member could be placed on the                       and capital and liquidity risk
                                                    C. Shifting From Relative Scoring to                     Watch List either based on its credit                    management in the proposed new
                                                    Absolute Scoring                                         rating of 5, 6 or 7, which can either be                 definition for ‘‘Credit Risk Rating
                                                      As proposed, the enhanced CRRM                         generated by the CRRM or from a                          Matrix’’ in Rule 1 because, as proposed,
                                                    would use an absolute scoring approach                   manual downgrade, or when NSCC                           the enhanced CRRM would blend both
                                                    and rank each Member based on its                        deems such placement as necessary to                     qualitative factors and quantitative
                                                                                                             protect NSCC and its Members. In                         factors to produce a credit rating for
                                                      12 The initial set of qualitative factors that would
                                                                                                             contrast, a Member would be subject to                   each applicable Member.
                                                    be incorporated into the CRRM includes (a) for U.S.      enhanced surveillance only when close
                                                    broker dealers, market position and sustainability,                                                               B. Proposed Changes to Section 4(b)(i)
                                                    management quality, capital management, liquidity        monitoring of the Member is deemed                       of Rule 2B (Ongoing Membership
                                                    management, geographic diversification, business/        necessary to protect NSCC and its                        Requirements and Monitoring)
                                                    product diversity and access to funding, (b) for U.S.    Members.
                                                    banks, environment, compliance/litigation,                                                                          NSCC is proposing to expand the
                                                    management quality, liquidity management and                The Watch List and enhanced
                                                                                                                                                                      membership types to which the CRRM
                                                    parental demands and (c) for foreign banks and           surveillance tools are not mutually
                                                                                                                                                                      would apply to include Members that
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                                                    trust companies, market position and sustainability,     exclusive; they may complement each
                                                    information reporting and compliance, management                                                                  are foreign banks or trust companies and
                                                    quality, capital management and business/product         other under certain circumstances. A
                                                                                                                                                                      that have audited financial data that is
                                                    diversity.                                               key distinction between the Watch List
                                                      13 Once a Member is assigned a credit rating, if       and enhanced surveillance is that being
                                                    circumstances warrant, credit risk staff would still                                                              deposit in NSCC’s Clearing Fund. Rules, supra note
                                                                                                             placed on the Watch List may result in                   4.
                                                    have the ability to override the CRRM-issued credit
                                                    rating by manually downgrading such rating as they       Required Deposit 14 related                                 15 NSCC expects to provide additional clarity to

                                                    do today. To ensure a conservative approach, the                                                                  Members regarding the Watch List and its impact
                                                    CRRM-issued credit ratings cannot be manually               14 See Rule 4 (Section 1). The ‘‘Required Deposit’’   on Required Deposit in a subsequent proposed rule
                                                    upgraded.                                                is the amount that each Member is required to            change to be filed with the Commission in 2017.



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                                                    17924                         Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices

                                                    publicly available by amending Section                  and may otherwise require additional                  surveillance, (6) allow NSCC to collect
                                                    4 of Rule 2B.                                           reporting from the Member regarding its               additional deposits to the Clearing Fund
                                                       The enhanced CRRM would assign                       financial or operational condition that               and to retain deposits in excess of the
                                                    credit ratings for each Member that is a                may (1) include information regarding                 Required Deposit from Members or
                                                    foreign bank or trust company based on                  the businesses and operations of the                  Limited Members that are on the Watch
                                                    its publicly available audited financial                Member and its risk management                        List and (7) provide for enhanced
                                                    data. The credit rating would be based                  practices with respect to NSCC’s                      monitoring of Members or Limited
                                                    on an 18-point scale, which is then                     services utilized by the Member for                   Members that are on the Watch List
                                                    mapped to the 7-point rating system                     another Person and (2) result in the                  and/or are subject to enhanced
                                                    currently in use today, with ‘‘1’’ being                Member being placed on the Watch List                 surveillance.
                                                    the strongest credit rating and ‘‘7’’ being             and/or being subject to enhanced                         In connection with the forgoing,
                                                    the weakest credit rating.                              surveillance as determined by NSCC.                   NSCC proposes to delete the current
                                                                                                               Members are direct participants of                 first paragraph in Section 4 of NSCC
                                                    (iii) Other Proposed Rule Changes
                                                                                                            NSCC. However, there are firms that                   Rule 2B and add the following:
                                                       This rule filing also contains                       rely on the services provided by                         1. Section 4(a), specifying that NSCC
                                                    proposed rule changes that are                          Members in order to have their activity               currently monitors and reviews all
                                                    unrelated to the proposed enhancement                   cleared and settled through NSCC’s                    Members and certain Limited Members
                                                    of the CRRM. These proposed rule                        facilities (the ‘‘indirect participants’’).           on an ongoing and periodic basis, which
                                                    changes would provide specificity,                      These indirect participants pose certain              may include monitoring news and
                                                    clarity and additional transparency to                  risks to NSCC that need to be identified              market developments relating to these
                                                    the Rules with respect to NSCC’s                        and monitored as part of NSCC’s                       Members and Limited Members and
                                                    current ongoing membership monitoring                   ongoing member due diligence process.                 conducting reviews of financial reports
                                                    process, as described below.                            In order for NSCC to understand (1) the               and other public information of these
                                                    A. Proposed Changes to Rule 1                           material dependencies between                         Members and Limited Members.
                                                                                                            Members and the indirect participants                    2. Section 4(b)(i), clarifying that (1)
                                                    (Definitions and Descriptions)
                                                                                                            that rely on the Members for the                      Members that are (A) U.S. banks or trust
                                                       NSCC is proposing to amend Rule 1                    clearance and settlement of the indirect              companies that file the Consolidated
                                                    to add definitions for the CRRM and the                 participants’ transactions, (2) significant           Report of Condition and Income (‘‘Call
                                                    Watch List.                                             Member-indirect participant                           Report’’) or (B) U.S. broker-dealers that
                                                       The proposed definition of the CRRM                  relationships and (3) the various risk                file the Financial and Operational
                                                    would provide that the term ‘‘Credit                    controls and mitigants that these                     Combined Uniform Single Report
                                                    Risk Rating Matrix’’ means a matrix of                  Members employ to manage their risks                  (‘‘FOCUS Report’’) or the equivalent
                                                    credit ratings of Members as specified in               with respect to such relationships,                   with their regulators, would be assigned
                                                    Section 4 of Rule 2B. The definition                    NSCC may request information from                     a credit rating by NSCC in accordance
                                                    would state that the CRRM is developed                  Members regarding the Members’                        with the CRRM and (2) each CRRM-
                                                    by NSCC to evaluate the credit risk such                businesses and operations as well as                  Rated Member’s credit rating would be
                                                    Members pose to NSCC and its Members                    their risk management practices with                  reassessed upon receipt of additional
                                                    and is based on factors determined to be                respect to services of NSCC utilized by               information from the Member.
                                                    relevant by NSCC from time to time,                     the Members for indirect participants.                   3. Section 4(b)(ii), providing that,
                                                    which factors are designed to                           The information provided by Members                   because the factors used as part of the
                                                    collectively reflect the financial and                  would then be taken into consideration                CRRM may not identify all risks that a
                                                    operational condition of a Member. The                  by NSCC when determining whether a                    Member may pose to NSCC, NSCC may,
                                                    proposed definition would state that, in                Member may need to be placed on the                   in addition to other actions permitted by
                                                    addition to the proposed qualitative                    Watch List, be subject to enhanced                    the Rules, downgrade the Member’s
                                                    factors described above, these factors                  surveillance or both.                                 credit rating derived from the CRRM if
                                                    include quantitative factors, such as                                                                         NSCC believes the CRRM-generated
                                                    capital, assets, earnings and liquidity.                Section 4 of NSCC Rule 2B                             rating is insufficiently conservative or if
                                                       The proposed definition of the Watch                   NSCC is proposing to amend Section                  it deems such downgrade as necessary
                                                    List would provide that the term                        4 of Rule 2B in order to (1) specify the              to protect NSCC and its Members.
                                                    ‘‘Watch List’’ means, at any time and                   membership types that are currently                   Depending on the credit rating of the
                                                    from time to time, the list of Members                  subject to NSCC’s ongoing monitoring                  Member, a downgrade may result in the
                                                    whose credit ratings derived from the                   and review, (2) clarify which U.S.                    Member being placed on the Watch List
                                                    CRRM are 5, 6 or 7, as well as Members                  broker-dealers and U.S. banks will be                 and/or being subject to enhanced
                                                    and Limited Members that, based on                      assigned a credit rating by NSCC in                   surveillance based on relevant factors.
                                                    NSCC’s consideration of relevant                        accordance with the CRRM, (3) provide                    4. Section 4(c), specifying that, other
                                                    factors, including those set forth in                   that NSCC may manually downgrade a                    than CRRM-Rated Members, NSCC may
                                                    Section 4(d) of Rule 2B (described                      CRRM-Rated Member’s credit rating in                  place Members and Limited Members
                                                    below), are deemed by NSCC to pose a                    certain instances, (4) provide that NSCC              that are monitored and reviewed by
                                                    heightened risk to NSCC and its                         may place non-CRRM-Rated Members                      NSCC on the Watch List and/or subject
                                                    Members.                                                and certain Limited Members on the                    them to enhanced surveillance even
                                                                                                            Watch List and/or subject them to                     though they are not being assigned
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                                                    B. Proposed Changes to Rule 2B
                                                    (Ongoing Membership Requirements                        enhanced surveillance, if necessary, (5)              credit ratings by NSCC in accordance
                                                    and Monitoring)                                         describe some of the factors that could               with the CRRM.
                                                                                                            be taken into consideration by NSCC                      5. Section 4(d), describing some of the
                                                    Section 2B of Rule 2B                                   when downgrading a Member’s or                        factors that could be taken into
                                                      NSCC is proposing to amend Section                    Limited Member’s credit rating, placing               consideration by NSCC when
                                                    2B of Rule 2B to state that NSCC may                    a Member or Limited Member on the                     downgrading a Member’s credit rating,
                                                    review the financial responsibility and                 Watch List and/or subjecting a Member                 placing a Member or Limited Member
                                                    operational capability of each Member                   or Limited Member to enhanced                         on the Watch List and/or subjecting a


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                                                                                  Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices                                          17925

                                                    Member or Limited Member to                             C. Proposed Changes to Rule 4 (Clearing               Expected Effect on Risks to the Clearing
                                                    enhanced surveillance. These factors                    Fund)                                                 Agency, Its Participants and the Market
                                                    include but are not limited to (i) news                    NSCC is proposing to amend Section                    The proposed rule changes would
                                                    reports and/or regulatory observations                  9 of Rule 4 to clarify that NSCC may, in              mitigate counterparty credit risk for
                                                    that raise reasonable concerns relating                 its discretion, withhold all or part of any           NSCC by allowing NSCC to more
                                                    to the Member or Limited Member, (ii)                   excess Clearing Fund deposit of                       accurately monitor the creditworthiness
                                                    reasonable concerns around the                          Members that are on the Watch List.                   and risk profile of its Members. The
                                                    Member’s or Limited Member’s liquidity                                                                        enhanced CRRM would provide a more
                                                    arrangements, (iii) material changes to                 D. Proposed Changes to Procedure XV                   robust credit rating methodology by
                                                    the Member’s or Limited Member’s                        (Clearing Fund Formula and Other                      incorporating qualitative factors and
                                                    organizational structure, (iv) reasonable               Matters)                                              adopting an absolute scoring approach.
                                                    concerns of NSCC about the Member’s                        NSCC is proposing to amend Section                 Both of these enhancements would
                                                    or Limited Member’s financial stability                 I(B)(1) of Procedure XV to clarify that               improve NSCC’s ability to monitor the
                                                    due to particular facts and                             Members or Limited Members that are                   credit risk of its Members and are
                                                    circumstances, such as material                         placed on the Watch List would be                     expected to lessen the frequency of
                                                    litigation or other legal and/or                        required to make additional Clearing                  manual overrides. The enhanced CRRM
                                                    regulatory risks, (v) failure of the                    Fund deposits, as determined by NSCC.                 would also expand the coverage of
                                                    Member or Limited Member to                                In addition, NSCC is proposing to                  NSCC’s membership by providing credit
                                                    demonstrate satisfactory financial                      make the following technical                          ratings for Members that are foreign
                                                    condition or operational capability or if               corrections to Section I(B)(1) of                     banks or trust companies, which are not
                                                    NSCC has a reasonable concern                           Procedure XV, (i) renumber the final                  covered under the existing CRRM.
                                                    regarding the Member’s or Limited                       three paragraphs as Section I(B)(2) and                  By mitigating counterparty credit risk
                                                    Member’s ability to maintain applicable                 title the new subsection ‘‘Family Issued              for NSCC as described above, the
                                                    membership standards and (vi) failure                   Securities’’ to reflect the different                 enhanced CRRM would also mitigate
                                                    of the Member or Limited Member to                      subject matter of the new subsection, (ii)            risk for Members because lowering the
                                                    provide information required by NSCC                    capitalize references to the Credit Risk              risk profile for NSCC would in turn
                                                    to assess risk exposures posed by the                   Rating Matrix to reflect the proposed                 lower the risk exposure that Members
                                                    Member’s or Limited Member’s activity.                  addition of the defined term to Rule 1                may have with respect to NSCC in its
                                                       6. Section 4(e), allowing NSCC to (1)                and (iii) make other grammatical                      role as a central counterparty.
                                                    require a Member or Limited Member                      corrections to the new Section I(B)(2).
                                                    that has been placed on the Watch List                                                                        Management of Identified Risks
                                                                                                               Finally, NSCC is proposing to amend
                                                    to make and maintain additional                         Section II(C) of Procedure XV to clarify                 The proposed rule changes are
                                                    deposits to the Clearing Fund and (2)                   that, although NSCC would not request                 designed to mitigate counterparty credit
                                                    withhold any deposit in excess of the                   additional Clearing Fund deposits from                risk for NSCC and to provide greater
                                                    Required Deposit of a Member or                         Members unless they exceed a                          clarity and transparency to Members
                                                    Limited Member that has been placed                     predetermined threshold, such floor                   regarding the counterparty credit risk
                                                    on the Watch List as provided in                        would not apply to Members or Limited                 management approach used by NSCC.
                                                    Section 9 of Rule 4.                                    Members that are on the Watch List.                      The enhanced CRRM would improve
                                                       7. Section 4(f), providing that NSCC                                                                       NSCC’s ability to monitor the
                                                    would, in addition to other actions                     E. Additional Proposed Changes to Rule                probability of default for Members that
                                                    permitted by the Rules, conduct a more                  1 (Definitions and Descriptions) and                  are rated by the CRRM and is expected
                                                    thorough monitoring of the financial                    Procedure XV (Clearing Fund Formula                   to lessen the need and the frequency of
                                                    condition and/or operational capability                 and Other Matters)                                    manual downgrades due to the
                                                    of, and require more frequent financial                    NSCC is proposing to amend the                     anticipated improvement in the
                                                    disclosures from, not only those                        definition of ‘‘Illiquid Position’’ in Rule           accuracy of the credit ratings generated
                                                    Members and Limited Members that are                    1 as well as Procedure XV Sections                    by the enhanced CRRM.
                                                    placed on the Watch List but also                       I(A)(1) and I(A)(2), each as proposed in                 NSCC employs a risk-based approach
                                                    Members and Limited Members subject                     connection with a separate proposed                   to conducting monitoring and review of
                                                    to enhanced surveillance, including                     rule change filed with the Commission                 its Members by using the CRRM to
                                                    examples of how the monitoring could                    but not yet approved.16 Specifically, the             identify higher risk Members. Once
                                                    be conducted and the types of                                                                                 identified, NSCC would place these
                                                                                                            proposed amendments would replace
                                                    disclosures that may be required. In                                                                          Members on the Watch List, which
                                                                                                            and conform references to ‘‘credit risk
                                                    addition, Members and Limited                                                                                 would result in more frequent review by
                                                                                                            matrix’’ with ‘‘Credit Risk Rating
                                                    Members that are subject to enhanced                                                                          NSCC of these Members than the other
                                                                                                            Matrix’’ in the proposed definition of
                                                    surveillance would be reported to                                                                             Members. For Members that are placed
                                                                                                            ‘‘Illiquid Position’’ in Rule 1 as well as
                                                    NSCC’s management committees and                                                                              on the Watch List, NSCC would conduct
                                                                                                            Procedure XV Sections I(A)(1) and
                                                    regularly reviewed by a cross-functional                                                                      more thorough monitoring of these
                                                                                                            I(A)(2).
                                                    team comprised of senior management                                                                           Members’ financial condition and/or
                                                    of NSCC.                                                Implementation Timeframe                              operational capability, which could
                                                       In addition to the proposed changes                                                                        include, for example, on-site visits or
                                                                                                              Pending Commission approval, NSCC
                                                    described above, NSCC is proposing to
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                                                                                                            expects to implement this proposal                    additional due diligence information
                                                    make technical corrections to the                                                                             requests.
                                                                                                            promptly. Members would be advised of
                                                    second paragraph of Section 4 of Rule                                                                            Members that have been placed on the
                                                                                                            the implementation date of this
                                                    2B to (1) renumber the paragraph as                                                                           Watch List may also be required to
                                                                                                            proposal through issuance of a NSCC
                                                    Section 4(g), (2) update an internal cross                                                                    maintain a higher deposit to the
                                                                                                            Important Notice.
                                                    reference and (3) clarify that the                                                                            Clearing Fund, which would help offset
                                                    references in the paragraph to Members                    16 See Securities Exchange Act Release No. 80260    potential risks to NSCC and its Members
                                                    under surveillance are referring to                     (March 16, 2017), 82 FR 14781 (March 22, 2017)        arising from activity submitted by these
                                                    Members on the Watch List.                              (SR–NSCC–2017–001).                                   Members.


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                                                    17926                            Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices

                                                       The enhanced CRRM would also                            NSCC to generate credit ratings for                   Commission.21 Rule 17Ad–22(e)(19)
                                                    expand the coverage of NSCC’s                              Members that are more reflective of the               will require NSCC to establish,
                                                    membership by providing credit ratings                     Members’ default risk, which would                    implement, maintain and enforce
                                                    for foreign banks and trust companies,                     improve NSCC’s membership                             written policies and procedures
                                                    which are not currently rated under the                    monitoring process and promote robust                 reasonably designed to identify,
                                                    existing CRRM. The addition of these                       risk management, consistent with the                  monitor, and manage the material risk to
                                                    entities would allow NSCC to employ                        objectives and principles of Section                  NSCC arising from arrangements in
                                                    its risk-based approach to identify those                  805(b) of the Clearing Supervision Act                which firms that are indirect
                                                    higher risk Members for additional                         cited above.                                          participants in NSCC rely on the
                                                    monitoring with more efficiency (by                           The proposed enhancements to the                   services provided by Members to access
                                                    reducing the need for manual overrides)                    CRRM are consistent with Rule 17Ad–                   NSCC’s payment, clearing, or settlement
                                                    and effectiveness (by generating a more                    22(e)(3)(i) under the Act, which was                  facilities.22 By expressly reflecting in
                                                    comprehensive and accurate credit                          recently adopted by the Commission.19                 the Rules what is already NSCC’s
                                                    rating after taking into account both                      Rule 17Ad–22(e)(3)(i) will require NSCC               current practice associated with its
                                                    quantitative and qualitative factors and                   to establish, implement, maintain and                 request for additional reporting of a
                                                    adopting the absolute scoring approach).                   enforce written policies and procedures               Member’s financial or operational
                                                       Thus, the enhanced CRRM would                           reasonably designed to maintain a                     conditions to state that such request
                                                    help NSCC to identify those Members                        sound risk management framework for                   may include information regarding the
                                                    that could present credit risk to NSCC,                    comprehensively managing risks that                   businesses and operations of the
                                                    which then would allow NSCC to better                      arise in or are born by NSCC, which                   Member, as well as its risk management
                                                    manage the potential risks from these                      includes * * * systems designed to                    practices with respect to services of
                                                    Members.                                                   identify, measure, monitor and manage                 NSCC utilized by the Member for
                                                                                                               the range of risks that arise in or are               another Person, this proposed rule
                                                    Consistency With the Clearing
                                                                                                               borne by NSCC.20 The proposed                         change would help enable NSCC to have
                                                    Supervision Act
                                                                                                               enhancements to the CRRM have been                    rule provisions that are reasonably
                                                      The proposed enhancements to the                         designed to assist NSCC in identifying,               designed to identify, monitor and
                                                    CRRM as described in detail above                          measuring, monitoring and managing                    manage the material risks to NSCC
                                                    would be consistent with Section 805(b)                    the credit risks to NSCC posed by its                 arising from tiered participation
                                                    of Clearing Supervision Act.17 The                         Members. The proposed enhancements                    arrangements consistent with Rule
                                                    objectives and principles of Section                       to the CRRM accomplish this by (i)                    17Ad–22(e)(19).
                                                    805(b) of the Clearing Supervision Act                     expanding the CRRM’s applicability to a
                                                    include, among other things, the                                                                                 III. Date of Effectiveness of the Advance
                                                                                                               wider group of Members to include                     Notice, and Timing for Commission
                                                    promotion of robust risk management.18                     Members that are foreign banks or trust
                                                       By enhancing the CRRM to enable it                                                                            Action
                                                                                                               companies, (ii) enabling the CRRM to
                                                    to assign credit ratings to Members that                                                                            The proposed change may be
                                                                                                               take into account relevant qualitative
                                                    are foreign banks or trust companies and                                                                         implemented if the Commission does
                                                                                                               factors in an automated and more
                                                    that have audited financial data that is                                                                         not object to the proposed change
                                                                                                               effective manner when monitoring the
                                                    publicly available, the proposed rule                                                                            within 60 days of the later of (i) the date
                                                                                                               credit risks presented by Members and
                                                    change would expand the CRRM’s                                                                                   that the proposed change was filed with
                                                                                                               (iii) enabling the CRRM to generate
                                                    applicability to a wider group of                                                                                the Commission or (ii) the date that any
                                                                                                               credit ratings for Members that are more
                                                    Members, which would improve                                                                                     additional information requested by the
                                                                                                               reflective of the Members’ default risk
                                                    NSCC’s membership monitoring process                                                                             Commission is received. The clearing
                                                                                                               by shifting to an absolute scoring
                                                    and promote robust risk management,                                                                              agency shall not implement the
                                                                                                               approach, all of which would improve
                                                    consistent with the objectives and                                                                               proposed change if the Commission has
                                                                                                               NSCC’s membership monitoring process
                                                    principles of Section 805(b) of the                                                                              any objection to the proposed change.
                                                                                                               overall. Therefore, NSCC believes the                    The Commission may extend the
                                                    Clearing Supervision Act cited above.
                                                       Similarly, by enhancing the CRRM to                     proposed enhancements to the CRRM                     period for review by an additional 60
                                                    enable it to incorporate qualitative                       would assist NSCC in identifying,                     days if the proposed change raises novel
                                                    factors when assigning a Member’s                          measuring, monitoring and managing                    or complex issues, subject to the
                                                    credit rating, the proposed change                         risks that arise in or are born by NSCC,              Commission providing the clearing
                                                    would enable NSCC to take into account                     consistent with the requirements of Rule              agency with prompt written notice of
                                                    relevant qualitative factors in an                         17Ad–22(e)(3)(i).                                     the extension. A proposed change may
                                                    automated and more effective manner                           The proposed rule change to Section                be implemented in less than 60 days
                                                    when monitoring the credit risks                           2B of Rule 2B with respect to the scope               from the date the advance notice is
                                                    presented by the Members, which                            of information that may be requested by               filed, or the date further information
                                                    would improve NSCC’s membership                            NSCC from its Members has been                        requested by the Commission is
                                                    monitoring process overall and promote                     designed to be consistent with Rule                   received, if the Commission notifies the
                                                    robust risk management, consistent with                    17Ad–22(e)(19) under the Act, which                   clearing agency in writing that it does
                                                    the objectives and principles of Section                   was recently adopted by the                           not object to the proposed change and
                                                    805(b) of the Clearing Supervision Act                                                                           authorizes the clearing agency to
                                                                                                                  19 17 CFR 240.17Ad–22(e)(3)(i). The Commission
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                                                    cited above.                                                                                                     implement the proposed change on an
                                                                                                               adopted amendments to Rule 17Ad–22, including
                                                       Likewise, by enhancing the CRRM to                      the addition of new subsection 17Ad–22(e), on         earlier date, subject to any conditions
                                                    shift from a relative scoring approach to                  September 28, 2016. See Securities Exchange Act       imposed by the Commission.
                                                    an absolute scoring approach when                          Release No. 78961 (September 28, 2016), 81 FR            The clearing agency shall post notice
                                                    assigning a Member’s credit rating, the                    70786 (October 13, 2016) (S7–03–14). FICC is a        on its Web site of proposed changes that
                                                                                                               ‘‘covered clearing agency’’ as defined by the new
                                                    proposed rule change would enable                          Rule 17Ad–22(a)(5) and must comply with new           are implemented.
                                                                                                               subsection (e) of Rule 17Ad–22 by April 11, 2017.
                                                      17 12    U.S.C. 5464(b).                                 Id.                                                     21 17    CFR 240.17Ad–22(e)(19). Id.
                                                      18 Id.                                                      20 Id.                                               22 Id.




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                                                                                  Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices                                                     17927

                                                      The proposal shall not take effect                      By the Commission.                                   proposed rule change. The text of these
                                                    until all regulatory actions required                   Eduardo A. Aleman,                                     statements may be examined at the
                                                    with respect to the proposal are                        Assistant Secretary.                                   places specified in Item IV below. The
                                                    completed.                                              [FR Doc. 2017–07453 Filed 4–12–17; 8:45 am]            Exchange has prepared summaries, set
                                                                                                                                                                   forth in sections A, B, and C below, of
                                                    IV. Solicitation of Comments                            BILLING CODE 8011–01–P
                                                                                                                                                                   the most significant aspects of such
                                                       Interested persons are invited to                                                                           statements.
                                                    submit written data, views and                          SECURITIES AND EXCHANGE                                A. Self-Regulatory Organization’s
                                                    arguments concerning the foregoing,                     COMMISSION                                             Statement of the Purpose of, and
                                                    including whether the Advance Notice
                                                                                                            [Release No. 34–80401; File No. SR–                    Statutory Basis for, the Proposed Rule
                                                    is consistent with the Clearing
                                                                                                            PEARL–2017–17]                                         Change
                                                    Supervision Act. Comments may be
                                                    submitted by any of the following                       Self-Regulatory Organizations; MIAX                    1. Purpose
                                                    methods:                                                PEARL, LLC; Notice of Filing and                          The purpose of this proposed rule
                                                    Electronic Comments                                     Immediate Effectiveness of a Proposed                  change is to waive transaction rebates/
                                                                                                            Rule Change To Amend the MIAX                          fees applicable to executions that occur
                                                      • Use the Commission’s Internet                       PEARL Fee Schedule                                     as part of the Exchange’s opening
                                                    comment form (http://www.sec.gov/                                                                              procedures as described in Rule 503
                                                    rules/sro.shtml); or                                    April 7, 2017.
                                                                                                                                                                   (‘‘Openings on the Exchange’’) or that
                                                      • Send an email to rule-comments@                        Pursuant to the provisions of Section               uncross the ABBO,3 as described in
                                                    sec.gov. Please include File Number SR–                 19(b)(1) of the Securities Exchange Act                Rule 515 (‘‘Execution of Orders’’).
                                                    NSCC–2017–801 on the subject line.                      of 1934 (‘‘Act’’),1 and Rule 19b–4                        Under the Openings on the Exchange
                                                                                                            thereunder,2 notice is hereby given that               Rule, the Exchange will accept orders
                                                    Paper Comments                                          on April 6, 2017, MIAX PEARL, LLC                      for queuing in a series of options prior
                                                       • Send paper comments in triplicate                  (‘‘MIAX PEARL’’ or ‘‘Exchange’’) filed                 to the opening of trading in that series
                                                    to Secretary, Securities and Exchange                   with the Securities and Exchange                       of options. As such and as further
                                                    Commission, 100 F Street NE.,                           Commission (‘‘Commission’’) a                          described in Rule 503, executions might
                                                    Washington, DC 20549.                                   proposed rule change as described in                   occur in a series as part of the Exchange
                                                    All submissions should refer to File                    Items I, II, and III below, which Items                Opening as the series is being opened
                                                    Number SR–NSCC–2017–801. This file                      have been prepared by the Exchange.                    for trading. Pursuant to Section 1)a) of
                                                    number should be included on the                        The Commission is publishing this                      the Exchange’s Fee Schedule, the
                                                    subject line if email is used. To help the              notice to solicit comments on the                      Exchange currently assesses transaction
                                                    Commission process and review your                      proposed rule change from interested                   rebates and fees for transactions that
                                                    comments more efficiently, please use                   persons.                                               occur as part of the Exchange Opening.
                                                    only one method. The Commission will                    I. Self-Regulatory Organization’s                      In order to determine the applicable
                                                    post all comments on the Commission’s                   Statement of the Terms of Substance of                 transaction rebate and fee, the Exchange
                                                    Internet Web site (http://www.sec.gov/                  the Proposed Rule Change                               treats orders from Priority Customer 4
                                                    rules/sro.shtml). Copies of the                                                                                origin type as a ‘‘Maker,’’ and treats
                                                                                                               The Exchange is filing a proposal to
                                                    submission, all subsequent                                                                                     orders from all origin types other than
                                                                                                            amend the MIAX PEARL Fee Schedule
                                                    amendments, all written statements                                                                             Priority Customer (i.e., MIAX PEARL
                                                                                                            (the ‘‘Fee Schedule’’) to waive
                                                    with respect to the Advance Notice that                                                                        Market Maker 5 and Non-Priority
                                                                                                            transaction rebates/fees applicable to
                                                    are filed with the Commission, and all                                                                         Customer, Firm, BD and Non-MIAX
                                                                                                            transactions executed during the
                                                    written communications relating to the                                                                         PEARL Market Maker) 6 as a ‘‘Taker.’’
                                                                                                            opening and transactions that uncross
                                                    Advance Notice between the                                                                                     The Exchange now proposes that, for
                                                                                                            the Away Best Bid or Offer (‘‘ABBO’’).
                                                    Commission and any person, other than                      The Exchange initially filed the                    executions occurring as part of the
                                                    those that may be withheld from the                     proposal on March 29, 2017 (SR–                        Exchange Opening, the Exchange will
                                                    public in accordance with the                           PEARL–2017–13). That filing has been                   neither charge a fee nor provide a
                                                    provisions of 5 U.S.C. 552, will be                     withdrawn and replaced with the                        rebate, regardless of origin type.
                                                    available for Web site viewing and                                                                                Further, pursuant to Section 1)a) of
                                                                                                            current filing (SR–PEARL–2017–17).
                                                    printing in the Commission’s Public                        The text of the proposed rule change                the Exchange’s Fee Schedule, the
                                                    Reference Room, 100 F Street NE.,                       is available on the Exchange’s Web site                Exchange currently assesses transaction
                                                    Washington, DC 20549 on official                        at http://www.miaxoptions.com/rule-                    rebates and fees for transactions that
                                                    business days between the hours of                      filings/pearl, at MIAX PEARL’s                         uncross the ABBO. In order to
                                                    10:00 a.m. and 3:00 p.m. Copies of the                  principal office, and at the
                                                    filing also will be available for                       Commission’s Public Reference Room.
                                                                                                                                                                     3 See  MIAX PEARL Rule 100.
                                                                                                                                                                     4 The  term ‘‘Priority Customer’’ is defined in
                                                    inspection and copying at the principal
                                                                                                            II. Self-Regulatory Organization’s                     Exchange Rule 100 to mean a person or entity that
                                                    office of NSCC and on DTCC’s Web site                                                                          (i) is not a broker or dealer in securities, and (ii)
                                                    (http://dtcc.com/legal/sec-rule-                        Statement of the Purpose of, and                       does not place more than 390 orders in listed
                                                    filings.aspx). All comments received                    Statutory Basis for, the Proposed Rule                 options per day on average during a calendar month
                                                    will be posted without change; the                      Change                                                 for its own beneficial accounts(s). The number of
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                                                                                   orders is counted in accordance with Rule 100
                                                    Commission does not edit personal                          In its filing with the Commission, the              Interpretation and Policy .01.
                                                    identifying information from                            Exchange included statements                              5 The term ‘‘Market Maker’’ is defined in
                                                    submissions. You should submit only                     concerning the purpose of and basis for                Exchange Rule 100 to mean a Member registered
                                                    information that you wish to make                       the proposed rule change and discussed                 with the Exchange for the purpose of making
                                                    available publicly. All submissions                                                                            markets in options contracts traded on the
                                                                                                            any comments it received on the                        Exchange and that is vested with the rights and
                                                    should refer to File Number SR–NSCC–                                                                           responsibilities specified in Chapter VI of the
                                                    2017–801 and should be submitted on                       1 15   U.S.C. 78s(b)(1).                             Exchange’s Rules.
                                                    or before April 28, 2017.                                 2 17   CFR 240.19b–4.                                   6 See MIAX PEARL Fee Schedule, Section 1(a).




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Document Created: 2017-04-13 01:09:13
Document Modified: 2017-04-13 01:09:13
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation82 FR 17921 

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