[Federal Register Volume 86, Number 224 (Wednesday, November 24, 2021)]
[Notices]
[Pages 67097-67100]
[FR Doc No: 2021-25623]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93610; File No. SR-ICC-2021-020]

Self-Regulatory Organizations; ICE Clear Credit LLC; Order
Approving Proposed Rule Change Relating to the Stress Testing Framework
and the Indirect Participant Risk Monitoring and Review Policy

November 18, 2021.

I. Introduction

    On September 27, 2021, ICE Clear Credit LLC (``ICC'') filed with
the Securities and Exchange Commission (``Commission'') pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (the
``Act''),\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
revise the ICC CDS Clearing: Stress-Testing Framework (``Stress Testing
Framework'') and to adopt and formalize the ICC Indirect Participant
Risk Monitoring and Review Policy (``Indirect Participant Risk
Policy''). The proposed rule change was published in the Federal
Register on October 7, 2021.\3\ The Commission did not receive comments
on the proposed rule change. For the reasons discussed below, the
Commission is approving the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Self-Regulatory Organizations; ICE Clear Credit LLC; Notice
of Filing of Proposed Rule Change Relating to the Stress Testing
Framework and the Indirect Participant Risk Monitoring and Review
Policy, Exchange Act Release No. 93235 (Oct. 1, 2021); 86 FR 55888
(Oct. 7, 2021) (SR-ICC-2021-020) (``Notice'').
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II. Description of the Proposed Rule Change

    The proposed rule change would revise the Stress Testing Framework,
which describes various stress tests executed by ICC and the governance
process surrounding these tests. The proposed changes relate primarily
to clarifications of ICC's stress testing practices, updates to
descriptions of stress scenarios and governance, and clean-up changes
to certain definitions and references throughout the Stress Testing
Framework, as well as the addition of an appendix to the Stress Testing
Framework to provide details on ICC's existing stress test methodology.
The proposed rule change also would adopt the Indirect Participant Risk
Policy to memorialize ICC's existing risk management practices for the
adequate identification, monitoring, and management of risks arising
from, and relating to, indirect participants, defined as the underlying
clients of ICC's Clearing Participants (``CPs'').\4\
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    \4\ The following description of the proposed rule change is
substantially excerpted from the Notice.
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A. Stress Testing Framework

    The proposed changes define and/or abbreviate various terms
throughout the document, starting in Section 2 (Overview). For example,
the term Guaranty Fund would be abbreviated as ``GF.'' Regarding the
stress test methodology in Section 3 (Methodology), ICC would define
the term financial resources in a new footnote to mean ``available
funds from the Initial Margin (IM) requirements and GF contributions
related to the selected portfolios.'' The proposed footnote also would
clarify that the related analysis of IM requirements may exclude
certain charges to ``provision for losses associated with bid/offer
exposure upon portfolio liquidation.'' Similarly, ICC would make
corresponding changes to the subsequent text in Section 3 to conform
the description of charges that may be excluded from analyzed IM
requirements. As summarized in more detail below, ICC also would add a
new Section 16 as Appendix A that describes details on ICC's stress
test methodology, and would add references to such appendix in Sections
3, 5 (Predefined Scenarios), and 13 (Interpretation of Results). ICC
would add proposed footnotes in Subsection 5.1 (Historically Observed
Extreme but Plausible Market Scenarios) that contain formulas for
defining the greatest observed N-day relative spread increases and
decreases regarding certain spread scenarios. The proposed amendments
to Section 12 (Portfolio Selection) would specify that client stress
testing is executed daily (rather than ``at least monthly''), and also
reference the Indirect Participant Risk Policy for further details on
the analysis. In Section 14 (Post-Stress Testing Review & Governance
Structure), ICC proposes a grammatical update to make the term
``meeting'' plural to reflect the weekly and monthly meetings of the
ICC Risk Management Department (``Risk Department''), and to
memorialize that the Stress Testing Framework is subject to review by
the ICC Risk Committee and review and approval by the Board at least
annually. ICC also proposes to include the Indirect Participant Risk
Policy as a reference in Section 15.
    As noted above, ICC proposes new Section 16 as Appendix A, which is
intended to provide more detail and clarity on ICC's stress test
methodology and would not change the existing methodology.\5\ The
proposed appendix defines key terms and sets out underlying formulas
and equations used for stress testing. Key terms and related equations
to define them include, among others, Stress Testing Profit/Losses,
which represent the CP portfolio hypothetical response to the
considered stress testing scenarios. The proposed appendix also
explains the determination of the order of defaulting CP Affiliate
Groups (``AGs''), which consist of CPs that fall under a common parent
entity, in order to establish if the available financial resources are
sufficient to cover hypothetical losses associated with the two
greatest CP AG uncollateralized stress losses, and discusses the
consideration given to wrong way risk exposure. Finally, the proposed
appendix details how ICC determines if the available financial
resources are sufficient to cover the hypothetical losses associated
with the two greatest CP AG uncollateralized losses under the extreme
but plausible scenarios.
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    \5\ See Notice at 55888.
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B. Indirect Participant Risk Policy

    The risk management program at ICC includes various elements
designed to ensure the adequate identification, monitoring and
management of risks arising from and relating to indirect participants.
ICC proposes to adopt the proposed Indirect Participant Risk Policy to
memorialize such practices, analyses, and associated governance
arrangements. The proposed Indirect Participant Risk Policy document is
divided into seven sections, which are summarized below.
    Section 1 (Background) introduces the purpose of the document and
defines key terms. More specifically, Section 1 defines Indirect
Participants (``IPs'') as the underlying clients of ICC's CPs. Section
1 also defines Futures Commission Merchants/Broker Dealers (``FCMs/
BDs'') as ICC's CPs with clients. Section 1 states that Indirect
Participants can pose risk to CPs and indirectly to ICC due to the
presence of Large Traders (``LTs''). A Large Trader is defined as a
client of a CP, or a simultaneous client of multiple CPs, that exhibits
large risk exposure in its portfolio that transpires through
concentrated position(s), significant level of collateralization, and
large uncollateralized losses under extreme but plausible market stress
scenarios.
    Sections 2 through 4 describe and memorialize the identification,
monitoring, and risk management practices related to IPs and the
presence of LTs. Section 2 introduces a client-

focused risk report, named the Client Gross Margin Report (``CGMR''),
that enables ICC to determine the presence of potential LTs and assess
the level of risk that they may pose to the CP and/or ICC. The CGMR
summarizes client risk exposure across all FCMs/BDs and corresponding
IPs, which allows the Risk Department to monitor and identify the FCMs/
BDs with the largest IPs. The Risk Department and Risk Committee review
the results from the CGMR at least on a monthly basis, and the Risk
Department has the ability to monitor the IPs more frequently, if it
deems necessary. Section 3 introduces and details the Large Trader
Report, which is a complementary report to the CGMR that summarizes
ICC's IPs with risk profiles prone to adverse risk distribution, due to
their size, across all FCMs/BDs. The criteria for the selection of IPs
in the Large Trader Report is based on analyzing IPs' U.S. Dollar
(``USD'') equivalent Gross IM requirements across FCMs/BDs and
identifying a select group of accounts with the largest total USD
equivalent Gross IM requirements. Section 3 also describes another
complementary report, called the Adverse Risk Distribution Report,
which indicates the probability of an IP adversely distributing its
risk across multiple FCMs/BDs and thus provides guidance on additional
IPs to be included for reporting. Section 3 states that the Large
Trader Report and the Adverse Risk Distribution Report analysis are
executed daily, and that the Risk Committee reviews the results from
both reports at least on a monthly basis. Section 4 introduces and
describes the Customer Stress Test Risk Report (``CSTRR''), which is an
additional complementary analysis to the CGMR for client portfolio
level stress testing. The CSTRR analysis assumes that individual LTs
are entering a state of default and triggering the default of their
corresponding FCMs/BDs. The IPs selected for the analysis exhibit the
largest stress loss over financial resources being tested for each of
the selected top FCMs/BDs with the largest USD equivalent Gross IM
requirements, thereby capturing the clients with the largest risk
exposure, who are deemed LTs. Section 4 states that the Risk Department
executes individual client portfolio stress testing on a daily basis,
and reviews the results with the Risk Committee at least on a monthly
basis.
    Section 5 (Governance) memorializes governance procedures
associated with the performance and review of the risk analyses
summarized above. The Indirect Participant Risk Policy specifies the
group or individual involved in the execution, interpretation, review,
and reporting of the analyses as well as the frequency. More
specifically, Section 5 states that the Risk Department staff executes
and reviews the CGMR and Large Trader Report at least monthly, with
monthly reporting to the Risk Committee. Section 5 also states that the
IP stress testing is executed daily by the Risk Department with monthly
review and reporting to the Risk Committee via the CSTRR. Section 5
further states that the Chief Risk Officer, or a designee, performs the
review and interpretation of the CGMR, Large Trader Report, and CSTRR
results. Section 5 also sets out the actions to be taken if the Risk
Department and the Risk Committee deem the risk arising from IPs to be
significant.
    Sections 6 and 7 provide additional reference information regarding
the Indirect Participant Risk Policy. In Section 6, ICC includes a
references section with a specific reference to the Stress Testing
Framework. Section 7 includes a revision history that tracks the date,
version, and revisions to the document.

III. Discussion and Commission Findings

    Section 19(b)(2)(C) of the Act directs the Commission to approve a
proposed rule change of a self-regulatory organization if it finds that
such proposed rule change is consistent with the requirements of the
Act and the rules and regulations thereunder applicable to such
organization.\6\ For the reasons given below, the Commission finds that
the proposed rule change is consistent with Section 17A(b)(3)(F) of the
Act \7\ and Rules 17Ad-22(e)(2)(i) and (v), (e)(4)(vi), and (e)(19)
thereunder.\8\
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    \6\ 15 U.S.C. 78s(b)(2)(C).
    \7\ 15 U.S.C. 78q-1(b)(3)(F).
    \8\ 17 CFR 240.17Ad-22(e)(2)(i) and (v), (e)(4)(vi), and
(e)(19).
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A. Consistency With Section 17A(b)(3)(F) of the Act

    Section 17A(b)(3)(F) of the Act requires, among other things, that
the rules of ICC be designed to promote the prompt and accurate
clearance and settlement of securities transactions and, to the extent
applicable, derivative agreements, contracts, and transactions, as well
as to assure the safeguarding of securities and funds which are in the
custody or control of ICC or for which it is responsible. \9\
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    \9\ 15 U.S.C. 78q-1(b)(3)(F).
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    As described in Section II.A above, the proposed changes to the
Stress Testing Framework generally provide more detail to inform the
ongoing implementation of the stress testing methodology for use in
ICC's daily risk management process by defining key terms, adding a new
appendix that describes ICC's existing stress test methodology with
specific formulas or equations, referencing such appendix in relevant
sections of the document, memorializing the internal governance review
and approval process, and making other clarification and clean-up
changes.
    The Commission believes that, by defining the key term ``financial
resources'' and clarifying that the related analysis of IM requirements
may exclude certain charges to provision for losses associated with
bid/offer exposure upon portfolio liquidation, the proposed rule change
would enhance ICC's ability to establish whether available financial
resources are sufficient to cover hypothetical losses of the two
greatest clearing participant affiliate groups.
    The proposed rule change also updates certain terminology and
references, and makes other clarifying updates to the Stress Testing
Framework. Specifically, such changes include: using ``GF'' to
reference the term Guaranty Fund; adding footnotes that contain
formulas for defining the greatest observed N-day relative spread
increases and decreases regarding certain spread scenarios; making the
term ``meeting'' plural to reflect the weekly and monthly meetings of
the Risk Department; specifying that client stress testing is executed
daily (rather than ``at least monthly''); including the Indirect
Participant Risk Policy as a general reference in Section 15 of the
document and specifically cross-referencing the Indirect Participant
Risk Policy in Section 12 for further details on the client stress
testing analysis; adding Appendix A to provide more detail and clarity
on ICC's stress test methodology by defining key terms and underlying
formulas and equations used for stress testing, explaining how ICC
accounts for wrong way risk exposure, and also how ICC determines the
order of defaulting CP AGs and whether the available financial
resources are sufficient to cover the hypothetical losses associated
with the two greatest CP AG uncollateralized losses under the extreme
but plausible scenarios; and including specific references to proposed
Appendix A in relevant sections of the document. The Commission
believes that all of these clarifications and updates enhance the
accuracy, completeness, and readability of the Stress Testing
Framework.

    Further, as described in Section II.A above, the proposed changes
to the Stress Testing Framework specify that it is subject to review by
the Risk Committee and review and approval by the Board at least
annually. The Commission believes that these revisions update and
clarify the governance arrangements of the Stress Testing Framework
and, in turn, would help to facilitate consistent, ongoing adherence by
the relevant groups at ICC.
    For these reasons, the Commission believes that the proposed
changes to the Stress Testing Framework, taken together, would enhance
the accuracy and transparency of ICC's stress testing practices and
related governance processes. The Commission also believes that having
policies and procedures that clearly and accurately document ICC's
stress testing practices and related governance processes are an
important and integral component to the effectiveness of ICC's risk
management system, which promotes the prompt and accurate clearance and
settlement of securities transactions, derivatives agreements,
contracts, and transactions and contributes to the safeguarding of
securities and funds associated with security-based swap transactions
in ICC's custody or control, or for which ICC is responsible. As such,
the proposed rule changes to the Stress Testing Framework are designed
to promote the prompt and accurate clearance and settlement of
securities transactions, derivatives agreements, contracts, and
transactions and to contribute to the safeguarding of securities and
funds associated with security-based swap transactions in ICC's custody
or control, or for which ICC is responsible within the meaning of
Section 17A(b)(3)(F) of the Act.\10\
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    \10\ 15 U.S.C. 78q-1(b)(3)(F).
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    As described in Section II.B above, the proposed Indirect
Participant Risk Policy memorializes ICC's current practices, analyses,
and associated governance arrangements to ensure the adequate
identification, monitoring, and management of risks arising from and
relating to indirect participants. The Commission believes all seven
sections of the proposed document, as discussed in Part II.B above,
would help ensure that ICC is able to promptly and accurately clear and
settle transactions and safeguard securities and funds which are in its
custody or control or for which it is responsible. More specifically,
the Commission believes that Section 1, by defining key terms used
throughout the document, such as Indirect Participants, Large Traders,
and FCMs/BDs; Sections 2 through 4, by describing and memorializing the
identification, monitoring, and specific risk reports and analyses
related to Indirect Participants and the presence of Large Traders;
Section 5, by memorializing governance procedures associated with the
performance and review of ICC's risk analyses; Section 6, by including
a references section with a specific reference to the Stress Testing
Framework; and Section 7, by including a revision history that tracks
the date, version, and revisions of all document changes, would
complement the Stress Testing Framework and strengthen ICC's overall
risk management program by formalizing the additional risk management
practices and associated governance processes specifically designed for
identifying and monitoring indirect participants that can pose
significant risks to CPs, and indirectly to ICC. By helping ICC manage
such risks and the credit exposures associated with clearing credit
default swaps (``CDS'') transactions, the Commission believes that the
proposed adoption of the Indirect Participant Risk Policy would help
improve ICC's ability to avoid the losses that could result from the
underestimation of ICC's credit exposures and miscalculation of margin
requirements for such transactions. Because such losses could disrupt
ICC's ability to operate and thus clear and settle CDS transactions,
the Commission finds the proposed Indirect Participant Risk Policy, by
helping to enhance ICC's overall risk management and financial
stability, would help to ensure that ICC is able to promptly and
accurately clear and settle CDS transactions. Additionally, because
such losses could also threaten access to securities and funds in ICC's
control, the Commission finds the proposed rule change would help
assure the safeguarding of securities and funds that are in the custody
or control of ICC or for which it is responsible.
    Therefore, for all of the foregoing reasons, the Commission finds
that the proposed rule change would promote the prompt and accurate
clearance and settlement of securities transactions and assure the
safeguarding of securities and funds in ICE Clear Europe's custody and
control, consistent with the Section 17A(b)(3)(F) of the Act.\11\
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    \11\ 15 U.S.C. 78q-1(b)(3)(F).
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B. Consistency With Rules 17Ad-22(e)(2)(i) and (v) Under the Act

    Rules 17Ad-22(e)(2)(i) and (v) require ICC to establish, implement,
maintain and enforce written policies and procedures reasonably
designed to provide for governance arrangements that are clear and
transparent and specify clear and direct lines of responsibility,
respectively.\12\
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    \12\ 17 CFR 240.17Ad-22(e)(2)(i) and (v).
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    The Commission believes that the proposed changes to the Stress
Testing Framework, in changing the term ``meeting'' to ``meetings'' to
reflect that Risk Department management holds weekly and monthly
meetings to review and discuss the previous period's stress testing
results and issues for each considered stress test scenario involving
CP AGs, would strengthen the governance arrangements set forth in the
Stress Testing Framework by updating and clearly documenting the
frequency of Risk Department management meetings to review and discuss
the previous period's stress testing results for CP AGs, consistent
with Rule 17Ad-22(e)(2)(i).\13\ The Commission also believes that the
proposed changes to the Stress Testing Framework, in memorializing that
the Stress Testing Framework is subject to review by the Risk Committee
and review and approval by the Board at least annually, would specify
the roles and responsibilities of the Risk Committee and the Board in
reviewing and approving the Stress Testing Framework on an annual
basis, consistent with Rule 17Ad-22(e)(2)(v).\14\
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    \13\ 17 CFR 240.17Ad-22(e)(2)(i).
    \14\ 17 CFR 240.17Ad-22(e)(2)(v).
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    Further, the Commission believes that the proposed Indirect
Participant Risk Policy, in specifying in Section 2 that the Risk
Department and Risk Committee review the results from the CGMR at least
on a monthly basis, and the Risk Department has the ability to monitor
the IPs more frequently, if it deems necessary; in specifying in
Section 3 that the Large Trader Report and the Adverse Risk
Distribution Report analysis are executed daily by the Risk Department,
and that the Risk Committee reviews the results from both reports at
least on a monthly basis; and in specifying in Section 4 that the Risk
Department executes individual client portfolio stress testing on a
daily basis, and reviews the results with the Risk Committee at least
on a monthly basis, would clearly document the roles and
responsibilities of the Risk Department and the Risk Committee in the
ongoing execution and review of specific risk reports and analyses
related to Indirect Participants and the presence of Large Traders,
consistent with Rule 17Ad-22(e)(2)(v).\15\ The Commission also believes
that Section 5, in memorializing the governance procedures associated
with the

performance and review of ICC's risk analyses as specified in Sections
2 through 4 above; in specifying that the Chief Risk Officer, or a
designee, performs the review and interpretation of the CGMR, Large
Trader Report, and CSTRR results; and in documenting the actions to be
taken if the Risk Department and the Risk Committee deem the risk
arising from Indirect Participants to be significant, would clearly
assign governance responsibilities to the Risk Department, the Risk
Committee, and the Chief Risk Officer in terms of the execution,
interpretation, review, and reporting of the risk analyses, as well as
the frequency of performing such responsibilities, consistent with Rule
17Ad-22(e)(2)(v).\16\
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    \15\ 17 CFR 240.17Ad-22(e)(2)(v).
    \16\ 17 CFR 240.17Ad-22(e)(2)(v).
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    The Commission therefore finds that these aspects of proposed rule
change would ensure that ICC's governance processes for the Stress
Testing Framework and the Indirect Participant Risk Policy are clear,
transparent, and documented accurately, consistent with the
requirements of Rules 17Ad-22(e)(2)(i) and (v).\17\
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    \17\ 17 CFR 240.17Ad-22(e)(2)(i) and (v).
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C. Consistency With Rule 17Ad-22(e)(4)(vi) Under the Act

    Rule 17Ad-22(e)(4)(vi) requires ICC to establish, implement,
maintain and enforce written policies and procedures reasonably
designed to effectively identify, measure, monitor, and manage its
credit exposures to participants and those arising from its payment,
clearing, and settlement processes, including by testing the
sufficiency of its total financial resources available to meet the
minimum financial resource requirements, as applicable, by conducting
stress testing of its total financial resources once each day using
standard predetermined parameters and assumptions; conducting a
comprehensive analysis on at least a monthly basis of the existing
stress testing scenarios, models, and underlying parameters and
assumptions; and reporting the results of its analyses to appropriate
decision makers at ICC.\18\
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    \18\ 17 CFR 240.17Ad-22(e)(4)(vi).
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    The Commission believes that the proposed changes to the Stress
Testing Framework, in defining the key term ``financial resources'' and
clarifying that the related analysis of IM requirements may exclude
certain charges to provision for losses associated with bid/offer
exposure upon portfolio liquidation; in specifying that client stress
testing is executed daily (rather than ``at least monthly''), and also
referencing the Indirect Participant Risk Policy for further details on
the analysis; and in adding Appendix A to provide more detail and
clarity on ICC's stress test methodology by defining key terms and
underlying formulas and equations used for stress testing, explaining
how ICC accounts for wrong way risk exposure, and also how ICC
determines the order of defaulting CP AGs and whether the available
financial resources are sufficient to cover the hypothetical losses
associated with the two greatest CP AG uncollateralized losses under
the extreme but plausible scenarios, would more clearly describe how
ICC manages its credit exposures to CPs and tests the sufficiency of
its total financial resources available to cover the default of the two
greatest CP AGs.
    For all of the foregoing reasons, the Commission finds that these
aspects of the proposed rule change are consistent with the
requirements of Rule 17Ad-22(e)(4)(vi).\19\
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    \19\ 17 CFR 240.17Ad-22(e)(4)(vi).
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D. Consistency With Rule 17Ad-22(e)(19) Under the Act

    Rule 17Ad-22(e)(19) requires ICC to establish, implement, maintain
and enforce written policies and procedures reasonably designed to
identify, monitor, and manage the material risks to ICC arising from
arrangements in which firms that are indirect participants in ICC rely
on the services provided by direct participants to access ICC's
payment, clearing, or settlement facilities.\20\ The Commission
believes the proposed Indirect Participant Risk Policy, in describing
and memorializing the identification, monitoring, and specific risk
reports and analyses related to Indirect Participants and the presence
of Large Traders, would formalize ICC's risk management practices and
governance procedures associated with the performance and review of the
risk reports and analyses that are specifically designed for
identifying and monitoring indirect participants that can pose material
risks to their CPs as direct participants of ICC, and indirectly to
ICC. The Commission also believes that the proposed changes to the
Stress Testing Framework, in specifying that individual client legal
entity stress testing is executed daily (rather than ``at least
monthly''), would enhance ICC's ability to more readily identify,
monitor, and manage the level of risks arising from indirect
participants as clients of CPs who rely on their CPs to access clearing
and settlement facilities at ICC.
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    \20\ 17 CFR 240.17Ad-22(e)(19).
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    For these reasons, the Commission finds that these aspects of the
proposed rule change are consistent with the requirements of Rule 17Ad-
22(e)(19).\21\
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    \21\ 17 CFR 240.17Ad-22(e)(19).
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IV. Conclusion

    On the basis of the foregoing, the Commission finds that the
proposed rule change is consistent with the requirements of the Act,
and in particular, with the requirements of Section 17A(b)(3)(F) of the
Act \22\ and Rules 17Ad-22(e)(2)(i) and (v), (e)(4)(vi), and (e)(19)
thereunder.\23\
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    \22\ 15 U.S.C. 78q-1(b)(3)(F).
    \23\ 17 CFR 240.17Ad-22(e)(2)(i) and (v), (e)(4)(vi), and
(e)(19).
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    It is therefore ordered pursuant to Section 19(b)(2) of the Act
\24\ that the proposed rule change (SR-ICC-2021-020) be, and hereby is,
approved.\25\
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    \24\ 15 U.S.C. 78s(b)(2).
    \25\ In approving the proposed rule change, the Commission
considered the proposal's impact on efficiency, competition, and
capital formation. 15 U.S.C. 78c(f).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-25623 Filed 11-23-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: September 25, 2007 (Volume 72, Number 185)]
[Notices]
[Page 54505-54506]
[DOCID:fr25se07-91]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56452; File No. SR-NYSEArca-2007-89]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1
Thereto To Amend Fees for the Entry of Good Till Cancelled or Good Till
Date Orders

September 18, 2007.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on August 28, 2007, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange''), through its wholly owned subsidiary NYSE Arca Equities,
Inc. (``NYSE Arca Equities''), filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I, II , and III below, which Items have been substantially
prepared by the Exchange. On September 18, 2007, NYSE Arca filed
Amendment No. 1 to the proposed rule change. The Exchange filed the
proposed rule change pursuant to section 19(b)(3)(A) of the Act \3\ and
Rule 19b-4(f)(2) thereunder,\4\ which renders it effective upon filing
with the Commission. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend the section of its Schedule of Fees
and Charges for Exchange Services (the ``Fee Schedule'') that applies
to orders submitted by ETP Holders \5\ identified with a time-in-force
modifier of either Good Till Cancelled (``GTC'') or Good Till Date
(``GTD'') \6\ (either or both referred to herein as an ``Open Order
Modifier(s)''). The text of the proposed rule change is available on
the Exchange's Web site at http://www.nyse.com, at the Exchange's
Office of the Secretary and at the Commission's Public Reference Room.
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    \5\ See NYSE Arca Equities Rule 1.1(n) for definition of ``ETP
Holders.''
    \6\ See NYSE Arca Equities Rule 7.31(c)(2).
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NYSE Arca included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. The
Exchange has prepared summaries set forth in sections A, B, and C below
of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend relevant sections of its Fee
Schedule that apply to orders submitted to the Exchange that are
affixed with an Open Order Modifier. This filing intends to clarify the
intentions of the Exchange regarding fees and credits applicable to
such orders since the introduction of Open Order Modifiers,\7\ and to
conform the Fee Schedule to its billing practice.
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    \7\ See Securities Exchange Act Release No. 53394 (March 1,
2006), 71 FR 11696 (March 8, 2006) (SR-PCX-2006-07).
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    NYSE Arca Equities did not intend to offer, nor has it offered, the
credits normally afforded to orders that provide liquidity within its
book. According to the amended Fee Schedule, a limit order affixed with
an Open Order Modifier that executes within the same day on which it
was entered \8\ will be subject to and eligible for all charges and
credits currently afforded to limit orders not affixed with an Open
Order Modifier. However, such orders, or any unexecuted portion
thereof, that remain eligible for execution beyond the initial trading
day are not eligible for any credits (e.g., Liquidity Provider Credits)
when subsequently executed.
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    \8\ Limit orders affixed with an Open Order Modifier may be
entered during any trading session, but are only eligible for
execution during the Core Trading Session (9:30 a.m. Eastern Time to
4:00 p.m. Eastern Time).
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    The Exchange believes this filing to be consistent with its
practices since the inception of the Open Order Modifiers, and with the
information available to ETP Holders since their introduction.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
section 6(b) of the Act \9\ in general and furthers the objectives of
section 6(b)(4) \10\ in particular in that it is intended to provide
for the equitable allocation of reasonable dues, fees, and other
charges among its members and other persons using its facilities.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(4).
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B. Self Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    Written comments on the proposed rule change were neither solicited
nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing proposed rule change is subject to section
19(b)(3)(A)(ii) of the Act \11\ and subparagraph (f)(2) of Rule 19b-4
thereunder \12\ because it establishes or changes a due, fee, or other
charge applicable only to a member imposed by a self-regulatory
organization. Accordingly, the proposal is effective upon Commission
receipt of the filing. At any time within 60 days of the filing of the
proposed rule change, the Commission may summarily abrogate such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.\13\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \12\ 17 CFR 240.19b-4(f)(2).
    \13\ For purposes of calculating the 60-day period within which
the Commission may summarily abrogate the proposed rule change under
Section 19(b)(3)(C) of the Act, the Commission considers the period
to commence on September 17, 2007, the date on which the NYSE Arca
submitted Amendment No. 1. See 15 U.S.C. 78s(b)(3)(C).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2007-89 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2007-89. This
file number should be included on the subject line if e-mail 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 proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of NYSE Arca. 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-NYSEArca-2007-89 and should
be submitted on or before October 16, 2007.
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    \14\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-18819 Filed 9-24-07; 8:45 am]

BILLING CODE 8010-01-P