Daily Computation of Customer and Broker-Dealer Reserve Requirements Under the Broker-Dealer Customer Protection Rule

Federal RegisterJan 13, 2025

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 240 and 249

[Release No. 34-102022; File No. S7-11-23]

RIN 3235-AN28

Daily Computation of Customer and Broker-Dealer Reserve Requirements Under the Broker-Dealer Customer Protection Rule

AGENCY:

Securities and Exchange Commission.

ACTION:

Final rule.

SUMMARY:

The Securities and Exchange Commission (“Commission”) is adopting amendments to the broker-dealer customer protection rule to require certain broker-dealers to perform their reserve computations for accounts of customers and proprietary accounts of broker-dealers and make any required deposits into their reserve bank accounts daily rather than weekly. The Commission also is adopting amendments to the broker-dealer net capital rule and customer protection rule to permit certain broker-dealers that perform a daily reserve computation for accounts of customers to reduce aggregate debit items (

i.e.,

customer-related receivables) by 2% rather than 3% as part of the computation. Finally, the Commission is adopting technical amendments to the Financial and Operational Combined Uniform Single Report (“FOCUS Report”) to conform it to the amendments with respect to the lowering of the debit reduction from 3% to 2%.

DATES:

Effective date:

March 14, 2025.

Compliance date:

The compliance date is discussed in section III. of this release.

FOR FURTHER INFORMATION CONTACT:

Michael A. Macchiaroli, Associate Director; Thomas K. McGowan, Associate Director; Randall W. Roy, Deputy Associate Director; Raymond Lombardo, Assistant Director; Sheila Dombal Swartz, Senior Special Counsel; or Abraham Jacob, Special Counsel, at (202) 551-5500, Office of Broker-Dealer Finances, Division of Trading and Markets; Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-7010.

SUPPLEMENTARY INFORMATION:

The Commission is amending:

Commission

reference

CFR citation

(17 CFR)

Rule 15c3-1

17 CFR 240.15c3-1.

Rule 15c3-3

17 CFR 240.15c3-3.

Form X-17A-5 Part II

17 CFR 249.617.

Table of Contents

I. Introduction

A. The Need For Daily Reserve Computations

B. Overview of the Final Amendments

C. Overview of Rule 15c3-3 and Broker-Dealer Liquidations

1. Overview of Rule 15c3-3

2. Overview of Broker-Dealer Liquidations and SIPA

II. Discussion of Comments and Final Amendments

A. Requirement To Perform a Daily Computation

1. Proposal

2. Comments Received and Final Amendments

B. Compliance With Daily Reserve Computation After Exceeding $500 Million Threshold

1. Proposal

2. Comments Received and Final Amendments

C. Reducing the Aggregate Debit Reduction From 3% to 2%

1. Amendments to Rules 15c3-1 and 15c3-3

2. Conforming Amendments to the FOCUS Report

D. Voluntary Customer and PAB Reserve Computations

E. Other Comments

1. Sweep Programs and Other “Cash in Motion” or “Transitory” Credits”

2. Requests for Interpretations and Clarifications

F. Reserve Account Requirements for Security-Based Swaps

III. Compliance Date

IV. Economic Analysis

A. Introduction

B. Baseline

1. Regulatory Baseline

2. Affected Broker-Dealers

3. Debit Reduction in the Customer Reserve Computation for Certain Broker-Dealers

C. Economic Effects of the Final Amendments

1. Benefits

2. Costs

3. Other Compliance Costs

D. Effects on Efficiency, Competition, and Capital Formation

E. Reasonable Alternatives

1. Over-Funding of the Customer and PAB Reserve Bank Accounts

2. A Threshold Based on a Different Metric

3. Daily Computation Requirement for All Carrying Broker-Dealers

4. A Higher or Lower Threshold for Daily Computation

5. Calculation Based on the Maximum Value Over the Past Year

6. Daily Computation if an Average Required Deposit Exceeds a Threshold

7. Daily Computation Requirement Based on Average Total Credits per Number of Customer and PAB Accounts

8. Daily Computation Based on Average Total Credits From the Most Recent Calendar Year

9. Reduction of the Aggregate Debit Items Charge From 3% to 1%

10. Exemption for Cash in Motion

V. Paperwork Reduction Act

A. Summary of Collections of Information Under the Final Amendments

B. Use of the Information

C. Respondents

1. Recordkeeping Requirements

2. Notification Requirement To Revert to Weekly Computations

3. Notification Requirement To Voluntarily Perform Daily Customer Reserve Computation With 2% Debit Reduction

D. Total Annual Burden Estimate

1. Recordkeeping Requirements

2. Notification Requirement To Revert to Weekly Computations

3. Notification Requirement To Voluntarily Perform Daily Customer Reserve Computation With 2% Debit Reduction

4. Summary of the Burden Revisions

E. Collections of Information Are Mandatory

F. Confidentiality of Response to Collections of Information

G. Retention Period for Recordkeeping Requirements

VI. Regulatory Flexibiliy Act Certification

VII. Other Matters

Statutory Authority

I. Introduction

A. The Need For Daily Reserve Computations

Section 15(c)(3)(A) of the Securities Exchange Act of 1934 (“Exchange Act”) provides, in pertinent part, that no broker-dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any security (with exceptions for certain securities) in contravention of such rules and regulations as the Commission shall prescribe as necessary or appropriate in the public interest or for the protection of investors to provide safeguards with respect to the financial responsibility and related practices of broker-dealers including, but not limited to, the acceptance of custody and use of customers' securities and the carrying and use of customers' deposits or credit balances.

The statute further

provides, in pertinent part, that the rules and regulations shall require the maintenance of reserves with respect to customers' deposits or credit balances.

15 U.S.C. 78

(c)(3)(A). The amendments to section 15(c)(3) of the Exchange Act granting this rulemaking authority were adopted in section 7(d) of the Securities Investor Protection Act of 1970 (“SIPA”). Public Law 91-598, 7(d), Dec. 30, 1970, 84 Stat. 1563. Rule 15c3-3 was promulgated in the aftermath of the securities industry “paper work crisis” of 1967-1970.

See

Commission,

Study of Unsafe and Unsound Practices of Brokers and Dealers,

H.R. Doc. No. 231, 92d Cong., 1st Sess. 6 (1971) (“During the 1967-70 period of severe operational and financial problems, many firms, primarily because of inadequate and inefficient recordkeeping and segregation systems and

procedures, and the infrequent counting of securities in their possession, mishandled and misused customers' funds and securities. . . . Firms used customers' free credit and other credit balances in their daily activities.”)

Id.

at 43.

15 U.S.C. 78

(c)(3)(A).

Pursuant to this statutory directive, the Commission adopted the customer protection rule (“Rule 15c3-3”) in 1972.

This rule requires broker-dealers that hold customer cash and securities (“carrying broker-dealers”) to treat these assets in a manner that facilitates their prompt return to the customers if the broker-dealer fails financially.

The goal of the rule is to place a carrying broker-dealer in a position where it is able to wind down in an orderly self-liquidation without the need of financial assistance provided by the Securities Investor Protection Corporation (“SIPC”) through a formal proceeding under SIPA.

See Broker-Dealers; Maintenance of Certain Basic Reserves,

Exchange Act Release No. 9856 (Nov. 17, 1972) [37 FR 25224 (Nov. 29, 1972)] (“Rule 15c3-3 Adopting Release”).

See

section I.C.1. of this release (discussing Rule 15c3-3).

See Financial Responsibility Rules for Broker-Dealers; Final Rule,

Exchange Act Release No. 70072 (July 30, 2013) [78 FR 51824, 51869 (Aug. 21, 2013)] (“Financial Responsibility Rules for Broker-Dealers”);

See also

section I.C.2. of this release (discussing broker-dealer liquidations and SIPA).

In order to facilitate an orderly self-liquidation, Rule 15c3-3 requires a carrying broker-dealer to compute the net amount of cash owed to customers under a formula in the rule (“customer reserve computation”).

Generally, carrying broker-dealers must perform their customer reserve computation and make any required deposits in a special reserve account at a bank (“customer reserve bank account”) weekly.

This weekly cadence has been in effect since 1973.

The rule also addresses how a carrying broker-dealer must treat proprietary securities and cash it holds for other broker-dealers, known as proprietary accounts of broker-dealers (“PAB accounts”).

While broker-dealers are not treated as customers under preexisting Rule 15c3-3, the rule requires a carrying broker-dealer to perform a PAB reserve computation and make any required deposits into its PAB reserve bank account weekly, similar to the requirements for the customer reserve computation and customer reserve bank account.

The net amount of cash owed to customers is generally the amount the total cash owed to customers (

e.g.,

cash balances in securities accounts) (referred to as “credits”)

exceeds

the total amount of cash customers owe the carrying broker-dealer (

e.g.,

margin loans to customers) (referred to as “debits”). 17 CFR 240.15c3-3a (“Rule 15c3-3a”).

Preexisting Rule 15c3-3 also permits carrying broker-dealers to perform the customer reserve computation more frequently than weekly (

e.g.,

daily) and, in certain limited circumstances, monthly.

See

paragraph (e)(3) of Rule 15c3-3.

See

Rule 15c3-3 Adopting Release, 37 FR at 25226. While Rule 15c3-3 was adopted in 1972, the effective date for the rule was January 15, 1973.

Id.

The term PAB account means a proprietary securities account of a broker-dealer (which includes a foreign broker-dealer, or a foreign bank acting as a broker-dealer) other than a delivery-versus-payment account or a receipt-versus-payment account. The term does not include an account that has been subordinated to the claims of creditors of the carrying broker-dealer.

See

paragraph (a)(16) of Rule 15c3-3. For example, a broker-dealer that is not a carrying broker-dealer (

e.g.,

a broker-dealer that introduces its customer accounts to a carrying broker-dealer (“introducing broker-dealer”)) may hold its proprietary securities and cash at a carrying broker-dealer. In this case, the securities account of the introducing broker-dealer held at the carrying broker-dealer would be a PAB account and the introducing broker-dealer would be a PAB account holder of the carrying broker-dealer.

See Daily Computation of Customer and Broker-Dealer Reserve Requirements under the Broker-Dealer Customer Protection Rule,

Exchange Act Release No. 97877 (July 12, 2023) [88 FR 45836, 45837 (July 18, 2023)] (“Proposing Release”).

See

section I.C.1. of this release (discussing Rule 15c3-3).

Since the adoption of Rule 15c3-3 in 1972, investor—including retail investor—participation in the U.S. securities markets has grown dramatically, which has led to a correspondingly dramatic increase in the amount of cash carrying broker-dealers hold for customers.

Cash owed to customers and PAB account holders may include proceeds received from sales of securities, cash customers and PAB account holders deposit for the purpose of purchasing securities, and monthly or quarterly dividends received on behalf of customers and PAB account holders.

Carrying broker-dealers may receive large cash inflows on behalf of their customers and PAB account holders during the week (

e.g.,

month-end or quarter-end interest and dividend payments) and days prior to the next required weekly reserve computations and deposits into the reserve bank accounts.

This can lead to situations where—for a period of days—the net amount of cash owed to customers and PAB account holders is greater than the amounts held in the carrying broker-dealer's combined customer and PAB reserve bank accounts.

This creates a “mismatch” or difference between the net cash owed to customers and PAB accounts holders and the amounts held in the carrying broker-dealer's combined customer and PAB reserve bank accounts. Moreover, because of the dramatic increase in cash held by carrying broker-dealers since 1972, the amount of the mismatch between cash owed and cash reserved can be much larger than the Commission contemplated when it adopted the requirement to perform a weekly reserve computation. The potential for much larger mismatches today (as compared to 1972) poses a risk that if the carrying broker-dealer fails financially it may not be able to promptly return all cash and securities owed to customers and PAB account holders in an orderly self-liquidation and, instead, will need to be liquidated in a SIPA proceeding.

Broker-dealers file monthly or quarterly financial and operational information using the FOCUS Report. Based on FOCUS Report data as of December 31, 2023, carrying broker-dealers, in aggregate, reported approximately $1.1 trillion in total customer and PAB credits.

See

section IV.B.2. of this release (discussing affected broker-dealers in the baseline). Of that amount, approximately $965 billion constituted total credits for customer accounts (the remaining balance was total credits for PAB accounts). Further, carrying broker-dealers reported approximately $319 billion in customer free credit balances. By comparison, free credit balances at year-end 1970 totaled $2 billion for all broker-dealers that were NYSE members and carried public customer accounts.

See

Study of Unsafe and Unsound Practices of Brokers and Dealers at 51. Free credit balances are generally liabilities of a broker-dealer to customers which are subject to immediate cash payment to customers on demand, whether resulting from sales of securities, dividends, interest, deposits or otherwise, subject to certain exclusions.

See

paragraph (a)(8) of Rule 15c3-3.

See

Proposing Release, 88 FR at 45842.

See id.

The potential size of the mismatch risk impacting carrying broker-dealers today can be demonstrated through the size of the deposits they are required to make into their reserve bank accounts. For example, during the 2023 calendar year, the largest required additional deposits into the

customer reserve bank accounts

of all carrying broker-dealers ranged from approximately $2.3 billion to over $10 billion.

During the 2023 calendar year, the largest required additional deposits into their

PAB reserve bank accounts

ranged from approximately $345 million to almost $4.0 billion.

Furthermore, during the

2023 calendar year, the top ten additional required deposits to the

customer reserve bank accounts

for the 20 carrying broker-dealers with the lowest average total credits (of the 49 carrying broker-dealers estimated to be subject to the final amendments),

ranged from approximately $74.3 million to over $600 million.

Moreover, the largest potential mismatches today occur at carrying broker-dealers that reported the greatest amount of total credits for their customers and PAB account holders (

i.e.,

amounts that exceed the final $500 million threshold discussed below).

In 2023, in the aggregate, the average mismatch for customer reserve bank accounts was 15.7% for carrying broker-dealers above the $500 million threshold.

It was 6.4% for carrying broker-dealers below the threshold.

This data is based on the 25 largest additional deposit requirements reported in the monthly FOCUS Reports filed during the 2023 calendar year.

This data is based on the 25 largest additional deposit requirements reported in the monthly FOCUS Reports filed during the 2023 calendar year. The largest additional deposit requirements were made by carrying broker-dealers that also had the 25 largest credit balances based on 2023 FOCUS Report data. A total of nine carrying broker-dealers made the 25 largest additional deposit requirements into the customer reserve bank accounts. Six of the 25 largest additional deposits into the customer reserve bank accounts were made by three carrying broker-dealers that voluntarily perform a daily reserve computation. The mean of these additional deposit requirements was $4.2 billion, and the median was $3.6 billion. With respect to the largest deposits into the PAB reserve bank accounts, a total of six carrying broker-dealers made the 25 largest

additional deposit requirements. Twenty-one of the 25 largest additional deposits into the PAB reserve bank accounts were made by four carrying broker-dealers that voluntarily perform a daily reserve computation. The mean of these additional deposit requirements was approximately $1.3 billion, and the median was approximately $1.1 billion. In addition to large deposit requirements, the customer and PAB reserve computations also permitted some carrying broker-dealers to make large withdrawals from both their customer and PAB reserve bank accounts during the 2023 calendar year. For example, during the 2023 calendar year, the 25 largest withdrawals from customer reserve bank accounts ranged from approximately $1.2 billion to $4.8 billion, and the 25 largest withdrawals from PAB reserve bank accounts ranged from $170 million to $2.6 billion.

See

section IV.B.2. in this release (discussing scope of affected entities in the economic baseline).

This data is based on the largest additional deposit requirements reported in the monthly FOCUS Reports filed during the 2023 calendar year for carrying broker-dealers above the $500 million threshold.

See

section II.A. of this release (describing the final $500 million threshold).

See

section IV.B.2. of this release (discussing average mismatches). The aggregated average mismatch of 15.7% is calculated as an average of the average mismatches for all carrying broker-dealers that met the $500 million threshold. The same was done for carrying broker-dealers below the $500 million threshold.

See

section IV.B.2. of this release (discussing average mismatches).

These large deposit requirements and mismatch percentages indicate that there may be times when the net amount of cash owed to customers and PAB account holders is substantially greater than the amounts on deposit in the customer and PAB reserve bank accounts.

Large mismatches may lead to correspondingly large shortfalls in the amounts available in the customer and PAB reserve bank accounts, which, in the event of a failure of a carrying broker-dealer, may result in the delayed reimbursement of customer securities and cash, and the potential that customers' claims may not be satisfied in full.

In the case of a large shortfall, the cash and securities owed to customers or PAB account holders may be tied up in liquidation proceedings and these customers or PAB account holders would have to wait to receive their cash and securities until the broker-dealer liquidation is carried out under SIPA, which may take a significant amount of time.

This potential delay in obtaining access to their securities and cash also could cause customers to rapidly withdraw cash from a carrying broker-dealer during times of market turmoil, putting further stress on the carrying broker-dealer and the securities markets more generally, as well as potentially triggering or accelerating the failure of a carrying broker-dealer.

See

Proposing Release, 88 FR at 45843.

See id.

at 45842.

How quickly claims are satisfied in a SIPA liquidation depends on the complexity of the liquidation and the condition of the carrying broker-dealer's records.

See How The Claims Process Works,

available at

https://www.sipc.org/cases-and-claims/how-the-claims-process-works; see also

Proposing Release, 88 FR at 45848; section IV.A. of this release (discussing potential risks that an intra-week mismatch introduces); section IV.C. (discussing economic effects of the final amendments).

Further, in a SIPA liquidation, SIPC may be required to advance money from the SIPC Fund

to the extent the fund of customer property was insufficient to make customers—but not to PAB account holders—whole through the

pro rata

distribution.

In particular, if the mismatch or difference between the net amount a carrying broker-dealer owes its customers and PAB account holders and the combined amounts in the customer and PAB reserve accounts was sufficiently large, customers' claims may not be satisfied in full.

In this case, the trustee would need to use the SIPC Fund to satisfy customers' claims to make them whole. This risk may be exacerbated for carrying broker-dealers experiencing large aggregate intra-week mismatches.

As a result, the SIPC Fund may be at a higher risk of depletion.

See

section I.C.2. of this release (discussing the SIPC Fund).

See

Proposing Release, 88 FR at 45842. The amount that can be advanced to each customer is capped at $500,000 (of which $250,000 can be used to cover cash claims). Broker-dealers with securities accounts at a failed broker-dealer—as SIPA customers—have the right to a

pro rata

share of customer property in a SIPA liquidation, but they are not entitled to advances from the SIPC Fund.

See

section I.C.2. of this release (providing an overview of broker-dealer liquidations and SIPA).

See

Proposing Release, 88 FR at 45842.

See

Proposing Release, 88 FR at 45848.

See also

section IV.A. of this release (discussing potential risks that an intra-week mismatch introduces).

See

section IV.A. of this release (discussing potential risks that an intra-week mismatch introduces).

To address these risks, the Commission is amending Rule 15c3-3 to require carrying broker-dealers that owe large amounts of cash to customers and PAB account holders (

i.e.,

have large total credits), measured by both their customer and PAB reserve computations for the previous 12 month ends (

i.e.,

a rolling 12-month average), to perform those computations and make any required deposits into their respective reserve bank accounts daily rather than weekly.

The final amendments—by requiring daily rather than weekly reserve computations—will more quickly apply the protective measures of the Rule 15c3-3 reserve requirements to cash of customers and PAB account holders that is newly deposited into the carrying broker-dealer. This will reduce the risk—caused by the dramatic increase in cash carrying broker-dealers hold—that if the carrying broker-dealer fails financially, it may be unable to promptly return cash and securities to customers and PAB account holders through an orderly self-liquidation. It also reduces the risk that the SIPC Fund may be depleted.

Further, a daily computation—as compared with a weekly computation—will more dynamically match the net amount of cash owed to customers and PAB account holders with the amount on deposit in the carrying broker-dealer's customer and PAB reserve bank accounts (

i.e.,

daily changes in the net cash owed to customers and PAB account holders will be accounted for more quickly in the reserve computations). While Rule 15c3-3 currently permits a carrying broker-dealer to elect to perform its customer and PAB reserve computations more frequently than weekly,

a practical effect of a daily computation requirement will permit carrying broker-dealers to withdraw excess cash or qualified securities more quickly from the reserve bank account, which will improve their liquidity.

See

section II.A. of this release (discussing the final $500 million threshold, which is a modification from the proposed $250 million threshold);

See also

Proposing Release, 88 FR at 45843-45 (discussing proposed $250 million threshold).

See

Proposing Release, 88 FR 45842-43, 45848.

See

paragraph (e)(3)(iv) of Rule 15c3-3.

See supra

note 16 (citing data related to the 25 largest withdrawals from customer and PAB reserve bank accounts for the calendar year 2023).

In sum, the daily reserve computations—by protecting customer and PAB cash more quickly than is the

case with weekly computations—will make the financial system safer by: (1) increasing the likelihood that a failing carrying broker-dealer can self-liquidate (meaning customers and PAB account holders do not temporarily lose access to their cash and securities); (2) lowering the risk that the SIPC Fund may be depleted by having to address a large shortfall in customer cash held by a failed carrying broker-dealer; and (3) increasing the liquidity of carrying broker-dealers performing the daily customer and PAB reserve computations thereby positioning them to better address potential financial shocks.

B. Overview of the Final Amendments

The Commission proposed the requirement to perform daily customer and PAB reserve computations on July 12, 2023.

The Commission received comments from a variety of persons, including broker-dealers, retail investors, industry associations, and other market participants.

As discussed in detail below, the Commission has modified the final amendments in response to comments. For example, while the Commission is retaining the overall structure of the proposal, the Commission has raised the threshold from $250 million to $500 million. The Commission also is reducing the 3% aggregate debit items charge (“3% debit reduction”) that certain carrying broker-dealers must take in performing a customer reserve computation to 2% (“2% debit reduction”) if they perform a daily customer reserve computation.

See

Proposing Release.

Comment letters on the Proposing Release are available at

https://www.sec.gov/comments/s7-11-23/s71123.htm.

See

section II.C. of this release (describing this modification in more detail).

The final amendments are summarized below.

Daily Computation

—Under the final amendments, a carrying broker-dealer that has average total credits that are equal to or greater than $500 million (“$500 Million Threshold”) must perform the customer and/or PAB reserve computations daily, rather than weekly as is required under preexisting Rule 15c3-3.

As proposed and under the final amendments, a carrying broker-dealer must perform the customer and PAB reserve computations, as applicable, as of the close of the previous business day, and any required deposits must be made no later than one hour after the opening of banking business on the second following business day.

See

paragraph (e)(3)(i)(A)(

) of Rule 15c3-3, as amended.

See id.

Definition of Average Total Credits

—As proposed and under the final amendments, “average total credits” means the arithmetic mean of the sum of total credits in the customer reserve computation and the PAB reserve computation reported in the carrying broker-dealer's 12 most recently filed month-end FOCUS Reports.

This means the average total credits are a 12-month rolling average, as the carrying broker-dealer must add up the sum of the total credits reported in the customer and PAB reserve computations in each of the 12 most recently filed month-end FOCUS Reports and divide that amount by 12 to calculate the arithmetic mean of the total credits.

See id.

Six-Month Compliance Period after Exceeding $500 Million Threshold

—Under the final amendments, a carrying broker-dealer must comply with the requirement to perform a customer and PAB reserve computation daily no later than six months after its average total credits equal or exceed the $500 Million Threshold.

See id.

60-day Written DEA Notification to Revert to Weekly Computation

—Under the final amendments, in the event that a carrying broker-dealer's 12-month rolling average of total credits subsequently falls below the $500 Million Threshold, it must continue to perform customer and PAB reserve computations daily until it provides written notification to its designated examining authority (“DEA”) of its election to perform weekly computations. The amendments require the carrying broker-dealer to provide this written notification 60 days prior to reverting to weekly computations.

See

paragraph (e)(3)(i)(B)(

) of Rule 15c3-3, as amended.

Lowering the 3% Debit Reduction to 2% for Carrying Broker Dealers that Perform a Daily Customer Reserve Computation

—As discussed in more detail below, the minimum net capital requirement for broker-dealers is the greater of a fixed-dollar amount specified in Rule 15c3-1 and an amount determined by applying one of two financial ratios: the 15-to-1 aggregate indebtedness to net capital ratio (“basic method”) or the 2% of aggregate debit items ratio (“alternative method”).

A carrying broker-dealer using the alternative method must reduce aggregate debit items by 3% when performing its customer reserve computation under Rule 15c3-3. This can increase the amount the carrying broker-dealer must lock up in its customer reserve bank account.

See

section I.C.1. of this release (describing these provisions of the Rule 15c3-1 in more detail).

Under the final amendments, the Commission has modified Rule 15c3-1 to permit carrying broker-dealers that use the alternative method and are above the $500 Million Threshold (

i.e.,

that perform a daily customer reserve computation) to reduce their aggregate debit items by 2% rather than 3%.

Further, carrying broker-dealers that use the alternative method and are below the $500 Million Threshold may voluntarily perform a daily customer reserve computation under Rule 15c3-3 and, in so doing, apply the 2% debit reduction in lieu of the 3% debit reduction if they notify their DEA at least 30-days prior to beginning the daily customer reserve computation. Under the final amendments, carrying broker-dealers voluntarily performing a daily reserve computation and applying the 2% debit reduction must receive prior approval from their DEA to revert to a weekly customer reserve computation.

If they revert to performing a weekly customer reserve computation, they also must revert to applying a 3% debit reduction. Finally, under the final amendments, the Commission is adopting technical amendments to the FOCUS Report to conform it to the amendments with respect to the lowering of the debit reduction from 3% to 2%.

See

paragraph (a)(1)(ii)(A) of Rule 15c3-1, as amended and paragraph (e)(3)(v) of Rule 15c3-3, as amended.

See

paragraph (e)(3)(v) of Rule 15c3-3, as amended.

Compliance Date

—Generally, carrying broker-dealers that exceed the $500 Million Threshold using each of the 12 filed month-end FOCUS Reports from July 31, 2024, through June 30, 2025, must perform customer and PAB reserve computations daily beginning no later than December 31, 2025 (

i.e.,

six months after June 30, 2025).

On or after the effective date of the final amendments, a carrying broker-dealer may voluntarily perform a daily customer reserve computation and apply the 2% debit reduction, provided it notifies its DEA in writing at least 30 calendar days prior to beginning the daily customer reserve computation that applies the 2% debit reduction.

See

section III. of this release (discussing the compliance date).

See id.

Reserve Account Requirements for Security-Based Swaps

—The Commission is not adopting any changes to the reserve account requirements for security-based swaps.

C. Overview of Rule 15c3-3 and Broker-Dealer Liquidations

1. Overview of Rule 15c3-3

Rule 15c3-3 is designed to give specific protection to customer funds and securities, in effect forbidding broker-dealers from using customer assets to finance any part of their businesses unrelated to servicing securities customers. For example, a broker-dealer is “virtually” precluded from using customer funds to buy securities for its own account.

To meet this objective, Rule 15c3-3 requires a carrying broker-dealer to take two primary steps to safeguard these assets, as described in this section below. The steps are designed to protect customers by segregating their securities and cash from the carrying broker-dealer's proprietary business activities. The final amendments address the second step. If the carrying broker-dealer fails financially, the customer securities and cash should be readily available to be returned to the customers, which facilitates an orderly self-liquidation. However, if the failed carrying broker-dealer is liquidated under SIPA, the customer securities and cash should be isolated and readily identifiable as “customer property” and, consequently, available to be distributed to customers ahead of other creditors.

See Net Capital Requirements for Brokers and Dealers,

Exchange Act Release No. 21651 (Jan. 11, 1985) [50 FR 2690, 2690 (Jan. 18, 1985)].

See also Broker-Dealers; Maintenance of Certain Basic Reserves,

Exchange Act Release No. 9856 (Nov. 17, 1972) [37 FR 25224, 25224 (Nov. 29, 1972)]; Proposing Release, 88 FR at 45837.

See

section I.C.2. of this release (discussing broker-dealer liquidations under SIPA).

The first step required by Rule 15c3-3 is that a carrying broker-dealer must maintain physical possession or control over customers' fully paid and excess margin securities.

Control means the carrying broker-dealer must hold these securities in one of several locations specified in Rule 15c3-3 and free of liens or any other interest that a third-party could exercise to secure an obligation of the carrying broker-dealer.

Permissible locations include a clearing corporation and a “bank,” as defined in section 3(a)(6) of the Exchange Act.

See

paragraph (b) of Rule 15c3-3; Proposing Release, 88 FR at 45838.

See

paragraph (c) of Rule 15c3-3. A carrying broker-dealer does not treat customer securities as its own assets. Rather, the carrying broker-dealer holds them in a custodial capacity, and the possession and control requirement is designed to ensure that the carrying broker-dealer treats them in a manner that allows for their prompt return.

See id.

In 2020, the Commission issued a statement describing its position that, for a period of five years, special purpose broker-dealers operating under the circumstances set forth in the statement will not be subject to a Commission enforcement action on the basis that the broker-dealer deems itself to have obtained and maintained physical possession or control of customer fully paid and excess margin “digital asset securities” for purposes of Rule 15c3-3.

See Commission Statement on Custody of Digital Asset Securities by Special Purpose Broker-Dealers,

Exchange Act Release No. 90788 (Dec. 23, 2020), 86 FR 11627 (Feb. 21, 2021). While the final amendments apply to all carrying broker-dealers, including special purpose broker-dealers, the amendments do not alter the current possession and control requirements of Rule 15c3-3 for any broker-dealer.

See also

Division of Trading and Markets, Commission and Office of General Counsel, FINRA,

Joint Staff Statement on Broker-Dealer Custody of Digital Asset Securities

(July 8, 2019), available at

https://www.sec.gov/news/public-statement/joint-staffstatement-broker-dealer-custody-digital-asset-securities.

The 2019 staff statement represents the views of the staff. It is not a rule, regulation, or statement of the Commission. Furthermore, the Commission has neither approved nor disapproved its content. This staff statement, like all staff statements, has no legal force or effect: it does not alter or amend applicable law; and it creates no new or additional obligations for any person.

The second step is that Rule 15c3-3 requires carrying broker-dealers to have a customer reserve bank account that must hold cash and/or qualified securities (

e.g.,

U.S. Treasury securities) in an amount determined by a computation of the net cash owed to the carrying broker-dealer's customers pursuant to a formula set forth in Exchange Act Rule 15c3-3a, the customer reserve computation.

Preexisting Rule 15c3-3 requires carrying broker-dealers to perform the customer reserve computation as of the close of the last business day of the week and make any required deposits into the customer reserve bank account weekly. Rule 15c3-3 also permits carrying broker-dealers to perform the customer reserve computation more frequently than weekly (

e.g.,

daily),

and, in certain limited circumstances, to perform a monthly computation.

See

Rule 15c3-3a.

See

paragraph (e)(3)(iv) of Rule 15c3-3.

See

paragraph (e)(3)(i) of Rule 15c3-3.

Under the customer reserve computation, the carrying broker-dealer adds up customer credit items and then subtracts from that amount customer debit items.

The credit items include credit balances in customer securities accounts (

i.e.,

cash owed to customers) and funds obtained through the use of customer securities (

e.g.,

a loan from a bank collateralized with customer margin securities).

The debit items include money owed by customers (

e.g.,

from margin lending), securities borrowed by the carrying broker-dealer to effectuate customer short sales, and margin required and on deposit with certain clearing agencies as a consequence of customer securities transactions.

If credit items exceed debit items, the net amount must be on deposit in the customer reserve bank account in the form of cash and/or qualified securities.

The carrying broker-dealer must make a deposit into the customer reserve bank account by 10 a.m. of the second business day following the “as of” date of the new computation if the computation shows the amount required to be on deposit in the customer reserve bank account is greater than the amount currently on deposit in the account.

Conversely, if the computation shows the amount required to be on deposit in the customer reserve bank account is less than the amount currently on deposit in the account, the carrying broker-dealer can withdraw the difference.

A carrying broker-dealer also must make and maintain a record of each computation.

See

Rule 15c3-3a.

See

Rule 15c3-3a, Items 1-9; Proposing Release, 88 FR at 45838.

See

Rule 15c3-3a, Items 10-15.

See

paragraph (e) of Rule 15c3-3.

See

paragraph (e)(3)(i) of Rule 15c3-3. For example, a carrying broker-dealer would perform the customer reserve computation on Monday as of the close of business on the previous Friday and generally be required to make the necessary deposit no later than 10 a.m. Tuesday.

See

Proposing Release, 88 FR at 45839.

See

paragraph (e) of Rule 15c3-3.

See

paragraph (e)(3)(v) of Rule 15c3-3. Each record must be preserved in accordance with Rule 17a-4.

Id. See also

Proposing Release, 88 FR at 45839. As a result of the final amendments, paragraph (e)(3)(v) is being re-designated as paragraph (e)(3)(vi).

The customer reserve computation permits the carrying broker-dealer to offset customer credit items only with customer debit items.

This means the carrying broker-dealer can use customer cash to facilitate customer transactions such as financing customer margin loans and borrowing securities to make deliveries of securities customers have sold short. For example, if a carrying broker-dealer holds $100 for customer A, the carrying broker-dealer can use that $100 to finance a security purchase of customer B (

i.e.,

make a margin loan to customer B). The $100 the carrying broker-dealer owes customer A is a credit in the customer reserve computation and the $100 customer B owes the carrying broker-dealer is a debit in the computation. Therefore, under the customer reserve computation there would be no requirement to maintain cash and/or qualified securities in the customer reserve bank account. However, if the carrying broker-dealer did not use the $100 held in customer A's account for this purpose, there would be no offsetting

debit and, consequently, the carrying broker-dealer would need to have on deposit in the customer reserve bank account cash and/or qualified securities in an amount at least equal to $100.

See

paragraph (e)(2) of Rule 15c3-3; Rule 15c3-3a.

See

Proposing Release 88 FR at 45839, n.22.

Rule 15c3-3 also addresses how a carrying broker-dealer must treat proprietary securities and cash it holds for other broker-dealers, known as PAB accounts. While broker-dealers are not treated as customers of the carrying broker-dealer under Rule 15c3-3,

the rule requires the carrying broker-dealer to have a PAB reserve bank account.

The PAB reserve bank account must hold cash and/or qualified securities in an amount determined by the PAB reserve computation. Under preexisting Rule 15c3-3, carrying broker-dealers are generally required to perform the PAB reserve computation and make any required deposits into the PAB reserve bank account weekly, similar to the requirements for the customer reserve computation.

Finally, consistent with the requirements for the customer reserve computation, the PAB reserve computation permits the carrying broker-dealer to offset PAB credit items only with PAB debit items.

See

paragraph (a)(1) of Rule 15c3-3. The definition of “customer” in SIPA, however, is broader than the definition in Rule 15c3-3 in that the SIPA definition includes broker-dealers that have proprietary accounts at the carrying broker-dealer. As discussed in section I.C.2. of this release, broker-dealers—as customers under SIPA—have the right to a

pro rata

share of customer property in a SIPA liquidation.

See

15 U.S.C. 78

lll

(2).

See

paragraph (e)(1) of Rule 15c3-3. Carrying broker-dealers also must obtain and maintain physical possession or control of securities carried for a PAB account holder unless the carrying broker-dealer has provided written notice to the PAB account holder that it may use those securities in the ordinary course of its securities business and has provided opportunity for the PAB account holder to object to such use.

See

paragraph (b)(5) of Rule 15c3-3.

See

Financial Responsibility Rules for Broker-Dealers, 78 FR at 51827-31 (adopting a PAB reserve computation and possession and control requirements for securities held in PAB accounts under Rule 15c3-3).

See

paragraph (e)(3) of Rule 15c3-3; Proposing Release, 88 FR at 45839-40.

See

paragraph (e)(2) of Rule 15c3-3.

2. Overview of Broker-Dealer Liquidations and SIPA

SIPA

affords certain protections against loss to customers resulting from a broker-dealer failure through the establishment of SIPC and the SIPC Fund.

SIPC oversees the liquidation of SIPC-member broker-dealers that fail financially and where customer assets the broker-dealer holds (

i.e.,

cash or securities) are missing from customers' securities accounts (

i.e.,

broker-dealers that cannot return these assets through a self-liquidation).

See

15 U.S.C. 78aaa

et seq.

See

15 U.S.C. 78ccc(a)(1) and 78ddd(a)(1).

With some limited exceptions set forth in SIPA, all registered broker-dealers are SIPC members. 15 U.S.C. 78ccc(a)(2). SIPC is a non-profit member organization created in 1970 under SIPA. 15 U.S.C. 78ccc(a); Proposing Release, 88 FR at 45840.

In a SIPA liquidation of a broker-dealer, SIPC and a court-appointed trustee work to return customers' cash and securities as quickly as possible. Customers under SIPA, including broker-dealers with securities accounts at the failed broker-dealer (“SIPA customers”), generally are entitled to certain protections, including the right to share

pro rata

with other SIPA customers in the customer property held by the carrying broker-dealer by way of a priority claim on the customer property compared to general unsecured creditors of the carrying broker-dealer.

See

15 U.S.C. 78fff-2(c) and 15 U.S.C. 78fff-3(a). SIPA liquidations generally involve customer claims and the claims of general unsecured creditors. Customer claims are satisfied out of the customer estate, while general unsecured claims are paid from the general estate (any remaining assets). To the extent a customer's claims are not fully satisfied through advances from the SIPC Fund and the customer's share of the customer estate, a customer will be eligible to receive a distribution as a general creditor if there are any general estate assets.

See

15 U.S.C. 78fff2(c)(1).

SIPA protections also include the ability for a SIPA customer—other than a SIPA customer that is a broker-dealer (

i.e.,

a PAB account holder)—to receive an advance from the SIPC Fund of up to $500,000 (of which $250,000 can be used to cover cash claims), if the amount of customer property is insufficient to satisfy the customer's claim for securities and/or cash.

The SIPC Fund largely is financed through assessments paid to SIPC by its broker-dealer members.

The SIPC Fund is used to pay SIPC's expenses, the administrative costs of a SIPA liquidation to the extent the carrying broker-dealer's estate is insufficient to cover those costs, and—as stated above in this section—to pay advances to SIPA customers whose claims cannot be fully satisfied by the estate of a failed carrying broker-dealer.

The SIPC Fund—which consists of cash and U.S. Government securities—totaled approximately $4.47 billion as of December 31, 2023.

Finally, the schedule for calculation of the annual assessment for SIPC members is governed under the SIPC Bylaws and generally depends on the level of SIPC's unrestricted net assets.

The current assessment rate (effective January 1, 2024) is 0.15% of net operating revenues.

A summary of the possible level of SIPC assessments is as follows:

15 U.S.C. 78fff-3.

15 U.S.C. 78ddd(c) and (d); Proposing Release, 88 FR at 45841. The SIPC Fund is also financed through interest on U.S. Government securities held in the SIPC Fund.

See

2023 SIPC Annual Report at 4, available at

https://www.sipc.org/media/annual-reports/2023-annual-report.pdf.

In the event that the SIPC Fund is or may reasonably appear to be insufficient for the purposes of SIPA, the Commission is authorized to lend SIPC up to $2.5 billion, which the Commission, in turn, would borrow from the U.S. Treasury. 15 U.S.C. 78ddd(g) and (h). The Commission has not borrowed funds under the authority in SIPA since the legislation was enacted in 1970.

See

2023 SIPC Annual Report at 3; Proposing Release, 88 FR at 45841, n.49. In 2023, no liquidations under SIPA were initiated. Over the last ten-year period, the annual average of new cases was 0.2. Since the inception of SIPC, liquidation proceedings under SIPA were commenced for 330 SIPC-member broker-dealers. These 330 members represent less than 1% of the approximately 40,000 broker-dealers that have been SIPC members during the past fifty-three years. In addition, during that timeframe, cash and securities distributed for accounts of customers totaled approximately $142.5 billion. Of that amount, approximately $141.6 billion came from debtors' estates and $915.7 million came from the SIPC Fund. Currently, SIPC has 3,297 members.

See

SIPC 2023 Annual Report at 8.

See

2023 SIPC Annual Report at 10. The target level of the SIPC Fund is set out in SIPC's Bylaws and has increased from an initial target of $150 million in 1970, to the current target of $5.0 billion as measured in unrestricted net assets.

See

Article 6 (Assessments) of SIPC Bylaws; The SIPC Fund, available at

https://www.sipc.org/about-sipc/the-sipc-fund;

2023 SIPC Annual Report at 3.

See

Article 6 (Assessments) of SIPC Bylaws. SIPC's unrestricted net assets are SIPC's total assets (including the SIPC Fund) less liabilities, which include estimated costs to complete ongoing SIPA liquidations.

See

2023 SIPC Annual Report at 20.

See also

15 U.S.C. 78ddd(c) and (d); Proposing Release, 88 FR at 45841.

See

Assessment Rate, available at

https://www.sipc.org/for-members/assessment-rate.

The amount of each SIPC member's assessment for the member's fiscal year is the product of the assessment rate established by SIPC for that fiscal year and either the member's gross revenues or net operating revenues from the securities business.

See

section 6(a)(1) of SIPC's Bylaws; Proposing Release, 88 FR at 45841.

Table 1—SIPC Assessment Schedule

Unrestricted net assets/SIPC Fund balance

Annual assessment rate

Unrestricted net assets $2.5-<$5 billion (and reasonably likely to remain less than $5 billion but not less than $2.5 billion)

0.15% of net operating revenues.

SIPC Fund balance of $150 million—unrestricted net assets of <$2.5 billion

0.25% of net operating revenues.

SIPC Fund balance $100 million-<$150 million

Determined by SIPC, but not less than 0.25% of gross revenues.

SIPC Fund balance below $100 million

Determined by SIPC, but not less than 0.5% of gross revenues.

Unrestricted net assets ≥$5 billion (and reasonably likely to remain >$5 billion (after review of study * and consultation with Commission and SROs))

SIPC may not more than once in any four-year period, increase or decrease the assessment rate by up to, but not more than, 25% of the assessment rate in effect at that time.

* When unrestricted net assets total $5 billion, SIPC will commission a study every four years to examine the adequacy of SIPC's unrestricted net asset balance and the SIPC Fund and the appropriate assessment rate.

See

section 6(a)(1)(C) and (D) of SIPC's Bylaws.

II. Discussion of Comments and Final Amendments

A. Requirement To Perform a Daily Computation

1. Proposal

The Commission proposed amendments to Rule 15c3-3 that would require carrying broker-dealers with large amounts of total credits to perform the customer and PAB reserve computations daily rather than weekly.

More specifically, the amendments would add paragraph (e)(3)(i)(B) to Rule 15c3-3.

This paragraph would provide that a carrying broker-dealer with average total credits that are equal to or greater than $250 million (“$250 Million Threshold”) must make the computation necessary to determine the amounts required to be deposited in the customer and PAB reserve bank accounts daily as of the close of the previous business day.

The paragraph would further provide that the deposit so computed must be made no later than one hour after the opening of banking business on the second following business day.

For purposes of paragraph (e)(3) of Rule 15c3-3, the Commission proposed to define average total credits as the arithmetic mean of the sum of total credits in the customer reserve computation and PAB reserve computation reported in the twelve most recently filed month-end FOCUS Reports.

Based on regulatory filings for the period of January 2022 through December 2022, the $250 Million Threshold would have applied the proposed daily computation requirement to approximately 63 carrying broker-dealers.

These broker-dealers included 11 carrying broker-dealers that already voluntarily performed the customer reserve computation daily.

See

section I.A. of this release (discussing the need for daily reserve computations); Proposing Release, 88 FR at 45843.

See

paragraph (e)(3)(i)(B) to Rule 15c3-3, as proposed to be amended. In addition, the Commission proposed the following conforming amendments to paragraph (e)(3)(i) of Rule 15c3-3: (1) paragraph (e)(3)(i) would be re-lettered paragraph (e)(3)(i)(A); and (2) the text in paragraph (e)(3)(i) regarding monthly computations would be set forth in new paragraph (e)(3)(i)(C). Further, the phrase “[e]xcept as provided in paragraphs (e)(3)(i)(B)(

) and (C) of this section” would be added to the beginning of paragraph (e)(3)(i)(A) of Rule 15c3-3, as proposed to be amended, to clarify that the weekly computation requirement in paragraph (e)(3)(i)(A) applies unless the carrying broker-dealer is subject to the daily computation requirement of paragraph (e)(3)(i)(B)(

) or meets the conditions of paragraph (e)(3)(i)(C) to perform a monthly computation.

See

Proposing Release, 88 FR at 45843, n.74. The Commission did not receive comments on these proposed conforming amendments and is adopting them as proposed.

The text of paragraph (e)(3)(i)(B) of Rule 15c3-3—as proposed to be amended—was modelled closely on the preexisting text of paragraph (e)(3)(i) of Rule 15c3-3.

See

Proposing Release 88 FR at 45843, n.75.

For example, a carrying broker-dealer performing the computation on Tuesday—as of the close of business on Monday—would be required to make the deposit on Wednesday, assuming all three days are business days. On Wednesday, the carrying broker-dealer would perform the computation as of the close of business Tuesday and be required to make the deposit on Thursday (assuming Thursday is a business day).

See

Proposing Release 88 FR at 45844.

See

paragraph (e)(3)(i)(B)(

) of Rule 15c3-3, as proposed to be amended. This would mean the carrying broker-dealer would add up the sum of the total credits reported in the customer and PAB reserve computations in each of the twelve most recently filed month-end FOCUS Reports and divide that amount by 12 to calculate the arithmetic mean of the total credits.

See

Proposing Release, 88 FR at 45844, n.76.

See

Proposing Release, 88 FR at 45844, n.79.

See

Proposing Release, 88 FR at 45844, n.80.

2. Comments Received and Final Amendments

Many commenters supported the overall proposal.

Commenters stated that the proposal would help protect customers, and address potential risks in a more timely and proactive manner, which safeguards investors and market participants, as well as strengthens the overall resilience of the financial markets.

One commenter, however, stated that the preexisting weekly reserve requirements have proven effective for the industry and not resulted in any problems.

See, e.g.,

Letter from Joshua Beattie, FriendshipWorks (July 20, 2023); Roger Cryer (Aug. 16, 2023); Ethan Jenni (Aug. 20, 2023); Ruth Earle (Aug. 20, 2023); Jesse Tutti (Aug. 20, 2023); Nathan Saint (Aug. 20, 2023); Chris Edmondson (Aug. 20, 2023); and Janice Schrader (Aug. 21, 2023).

See

Letter from Joseph (Sept. 8, 2023); Golden DOGE (Sept. 9, 2023).

See

Letter from Christopher A. Iacovella President & CEO, American Securities Association (Sept. 11, 2023) (“ASA Letter”) at 4.

The Commission agrees with commenters that the amendments to require daily customer and PAB reserve computations will protect customer and PAB cash more quickly than is the case with weekly computations. While the preexisting weekly customer and PAB reserve requirements have generally been effective,

the observed large deposit requirements, and differences or “mismatches” between the net amount of cash a carrying broker-dealer owes its customers and PAB account holders and the amounts on deposit in the customer and PAB reserve bank accounts, indicate that a daily reserve computation requirement enhances the preexisting rule.

See

section II.C.2. of this release (discussing broker-dealer liquidations and SIPA).

See

section I.A. of this release (discussing the need for daily reserve computations); section IV.B.2. of this release (discussing average mismatches).

As discussed in section I.A. of this release, a daily reserve computation requirement will make the financial system safer by: (1) increasing the likelihood that a failing carrying broker-dealer can self-liquidate (meaning customers and PAB account holders do not temporarily lose access to their cash and securities); (2) lowering the risk that the SIPC Fund may be depleted by having to address a large shortfall in customer cash held by a failed carrying broker-dealer; and (3) increasing the liquidity of carrying broker-dealers performing the daily customer and PAB reserve computations thereby positioning them to better address potential financial shocks.

Regarding the proposed $250 Million Threshold, one commenter suggested modifying the proposal to include a second test that would need to be met to trigger the requirement to perform daily reserve computations.

In particular, the commenter recommended requiring a carrying broker-dealer to perform daily computations if it exceeds the proposed $250 Million Threshold

and

has average net credits of $10 million or more because some carrying broker-dealers that meet the proposed $250 Million Threshold do not present a material risk as they do not carry a large excess of credits over debits. This commenter also stated that a number of carrying broker-dealers rarely have an excess of credits over debits because of the nature of their activities, and the customer protection benefit of a daily computation requirement for these carrying broker-dealers is minimal, and should be weighed against the significant costs of the proposal, which are not commensurate with the risk profiles they present.

Another commenter stated the Commission should adopt a threshold using risk or liquidity factors because they are better predictors of a failing carrying broker-dealer than a fixed threshold based on size.

The commenter stated that this threshold classification would avoid penalizing carrying broker-dealers with strong balance sheets that exceed a fixed threshold.

One commenter stated that the Commission should define the threshold as a formula that it could adjust periodically without further rulemaking, because the proposed threshold is based on a narrow set of FOCUS reports and could become outdated as a result of material changes.

See

Letter from Kevin Zambrowicz, Deputy General Counsel (Institutional) & Managing Partner, SIFMA (Sept. 11, 2023) (“SIFMA Letter) at 6-7.

See id.

See

ASA Letter at 5.

See id.

The commenter did not identify specific risk or liquidity factors that the Commission could use for this purpose but suggested that the Commission could consider the liquidity factors in a FINRA concept release for a potential FINRA liquidity risk management rule.

Id.

See

Letter from Andrew Hartnett, NASAA President and Deputy Commissioner, Iowa Insurance Division (Sept. 11, 2023) (“NASAA Letter”) at 2-3. The commenter stated that this alternative would ensure that the Commission reevaluates, and refreshes (as necessary) the proposal's systemic risk mitigation aims and ease the Commission's future burdens given the significant effort required to engage in rulemaking.

Id.

at 3.

Some commenters suggested eliminating the proposed $250 Million Threshold so that all carrying broker-dealers would be required to perform daily customer and PAB reserve computations.

One of these commenters stated that the mismatch risk applies equally to both large and small carrying broker-dealers, and, as such, the Commission should apply the requirement to all carrying broker-dealers so that customers are not left vulnerable simply because they hold their securities accounts at smaller broker-dealers.

The commenter also stated that this modification would eliminate the need for carrying broker-dealers to monitor their average total credits over a 12-month period to determine whether or not they meet the $250 Million Threshold.

See

Letter from Stephen W. Hall, Legal Director and Securities Specialist, Better Markets, Inc. (Sept. 11, 2023) (“Better Markets Letter”) at 8; Cory (Sept. 19, 2023) (“Cory Letter”). Another commenter stated that it is possible that a threshold based on a narrow set of FOCUS Reports could become stale if the data changes materially and that one remedy would be to require all carrying broker-dealers to compute reserve requirements daily. The commenter, however, recognized the Commission's implicit concern that extending the requirement to all carrying broker-dealers might be unnecessarily burdensome, and stated that there is a potential consensus to support a reasonable “balanced demarcation” [between carrying broker-dealers with large amounts of total credits relative to smaller carrying broker dealers].

See

NASAA Letter at 2.

See

Better Markets Letter at 8.

See id

at 8-9.

The final amendments modify the proposal by raising the $250 Million Threshold to $500 million. This threshold is designed to provide a balanced demarcation between carrying broker-dealers with large amounts of total credits relative to smaller carrying broker-dealers (with lower average total credits). The former are more likely to have larger mismatches in any given year, and are better positioned to absorb the increased costs resulting from performing daily reserve computations.

For example, when proposed, the threshold was estimated to apply the daily reserve computations requirement to 63 of the 187 total broker-dealers subject to the customer and PAB reserve requirements of Rule 15c3-3.

Further, at proposal, the mismatch risk was calculated as a carrying broker-dealer's deposit divided by its reserve account balance from any month. The average of these mismatches for each carrying broker-dealer during 2022 was computed to determine the average mismatches.

100

For example, in 2022, on the aggregate level, the average mismatch across the 187 carrying broker-dealers for customer reserve accounts was 11.2% for carrying broker-dealers above the proposed $250 Million Threshold.

101

It was 6.1% for carrying broker-dealers below the proposed $250 Million Threshold.

See

section IV.B.2. of this release (discussing the number of affected broker-dealers as part of the baseline for the economic analysis of the final amendments).

See

Proposing Release, 88 FR at 45849-50. Included in the 187 carrying broker-dealers were 25 carrying broker-dealers that reported zero customer or PAB credits in 2022.

100

See id.

at 45852.

101

See

Proposing Release, 88 FR at 45852 (table 4 depicting broker-dealer deposits and withdrawals as a share of the reserve account balance). In this release, the aggregated average mismatch of 11.2% is calculated as an average of the average mismatches for all carrying broker-dealers that met the proposed $250 Million Threshold in 2022. A mismatch is calculated as a carrying broker-dealer's deposit (FOCUS Report Line 4520) divided by its reserve account balance from any month (Line 4530). The average of these mismatches for each broker-dealer is computed to determine the “average mismatches.” The same was done for carrying broker-dealers below the proposed $250 Million Threshold in 2022. Using a $500 Million Threshold, based on 2022 data, on the aggregate level, the average mismatch across the 187 carrying broker-dealers for customer reserve accounts was 11.9% for carrying broker-dealers above the $500 Million Threshold, and 6.1% for carrying broker-dealers below the $500 Million Threshold.

The threshold is being raised to $500 Million to further narrow the scope of the final amendments to carrying broker-dealers whose average mismatches are larger as compared to carrying broker-dealers that are below the threshold.

102

In particular, the $500 Million Threshold is estimated to apply the daily computation requirement to 49 of the 191 carrying broker-dealers subject to the customer and PAB reserve requirements of Rule 15c3-3.

103

Nine of these 49 carrying broker-dealers already voluntarily perform daily customer and PAB reserve computations.

104

Moreover, it is estimated that these 49 carrying broker-dealers—in the aggregate—account for 99.3% of the total credits of all 191 carrying broker-dealers subject to the requirement.

105

Further, the average mismatches were generally higher for carrying broker-dealers above the $500 Million Threshold as compared to carrying broker-dealers below the threshold.

106

For example, the average mismatch across the 191 carrying broker-dealers for customer reserve bank accounts is 15.7% for carrying broker-dealers above the $500 Million Threshold.

107

It is 6.4% for carrying broker-dealers below the threshold.

102

See

section IV.B.2. of this release.

103

Included in the 191 carrying broker-dealers were 29 carrying broker-dealers that reported zero customer or PAB credits in 2023.

See

section IV.B.2. of this release.

104

Based on FOCUS Report data for December 31, 2023.

105

See id.

106

See section IV.B.2. of this release, table 5—Broker-Dealer Deposits and Withdrawals as a Share of Reserve Account Balance, 2023.

107

See

section IV.B.2. of this release.

These data indicate that the $500 Million Threshold will apply to carrying

broker-dealers that hold the bulk of total credits in the industry and to the carrying broker-dealers that tend to have the larger mismatches as measured by the average of reserve deposits required for the carrying broker-dealer relative to the average balance in its reserve accounts. In this way, the $500 Million Threshold seeks to reasonably balance the enhancements to customer protection under Rule 15c3-3 through reductions in the mismatch risk, with the potential increases in compliance costs and staffing that may be necessary to perform a daily reserve computation. The $500 Million Threshold is a straightforward way to narrow the scope of the final rule to carrying broke/r-dealers that tend to have larger mismatches. For example, this modification will exclude an additional 12 carrying broker-dealers from the scope of the final rule.

108

For these reasons, the Commission is not modifying the final $500 Million Threshold to include the second test a commenter suggested (

i.e.,

having average net credits of $10 million or more) or to use risk or liquidity factors, as a different commenter suggested. These suggested modifications would narrow the application of the rule in a way that would exclude some carrying broker-dealers from the daily reserve computation requirement that have the potential for large mismatch risks.

108

This estimate is based on FOCUS Report data for calendar year 2023.

Further, the final $500 Million Threshold—because it is based on total customer and PAB credits (as opposed to a net amount of credits)—will apply the daily reserve computations requirement to carrying broker-dealers that tend to have large obligations to customers (

e.g.,

through receiving large infusions of customer cash, holding cash balances in customers' securities accounts, or using customer margin securities). Using a net credit amount, in addition to the $500 Million Threshold would exclude 10 of the 49 carrying broker-dealers that would be subject to the daily reserve requirement based on FOCUS Report data for calendar year 2023.

109

At the time of the weekly computation, however, a carrying broker-dealer may have substantial debits to offset the credits and, therefore, have a relatively small amount of excess credits in comparison to its total credits. This could cause the carrying broker-dealer to stay under the threshold notwithstanding the fact that it typically has large amounts of total credits, and large intra-week mismatches.

110

Consequently, a net credit amount may not indicate that a carrying broker-dealer is at a lower risk of large intra-week mismatches because it does not account for large fluctuations in the net cash owed to customers and PAB account holders between reserve computations. The final amendments are designed to reduce the mismatch risk for carrying broker-dealers with large amounts of total credits (who are more likely to have larger mismatches) by protecting customer and PAB cash more quickly than is the case with weekly computations. This will increase the likelihood that a failing carrying broker-dealer can self-liquidate (meaning customers and PAB account holders do not temporarily lose access to their cash and securities).

109

See

section IV.E.2. of this release (discussing alternative thresholds based on different metrics).

110

Based on FOCUS Report data for calendar year 2023, at least one carrying broker-dealer that would be excluded from the scope of the rule using a net credit amount in addition to a $500 Million Threshold had two of the top 100 largest deposits in customer reserve bank accounts in 2023. Further, four of the top 25 PAB reserve bank account deposits in calendar year 2023 were made by two carrying broker-dealers that would be excluded using the net credit amount in addition to the $500 Million Threshold.

Finally, the $500 Million Threshold also is designed as a straightforward way for a carrying broker-dealer to determine whether it is subject to the requirement to perform daily customer and PAB reserve computations. As such, it will be simple for carrying broker-dealers and the Commission or Commission staff to calculate and monitor because it is a fixed-threshold and the data for the calculation is derived from FOCUS Reports.

111

Setting formula-based thresholds that incorporate dynamic risk or liquidity factors would make the rule requirements less predictable and more complex to monitor because of their variability. Moreover, carrying broker-dealers in compliance with the net capital rule typically have strong balance sheets because the rule imposes a net liquid assets test that is designed to promote liquidity within broker-dealers.

112

During times of market stress, however, carrying broker-dealers may experience fluctuations in their capital if customers and/or PAB account holders rapidly withdraw cash and securities from their accounts to reduce their exposure to the carrying broker-dealer and the securities markets more generally.

113

Consequently, a formula-based threshold that incorporates dynamic risk or liquidity factors would exclude carrying broker-dealers that are more likely to experience larger mismatches, including carrying broker-dealers with large amounts of credits that have strong balance sheets.

114

A fixed threshold also is consistent with other thresholds and ratios in the Commission's broker-dealer financial responsibility rules, which use fixed-dollar amounts or predetermined ratios that do not contain formulas for future adjustments.

115

Finally, the $500 Million Threshold will incorporate any month-to-month material changes because it uses a 12-month rolling average (as compared to basing the calculation on a single filing or date).

116

For these reasons, the Commission is not adopting a formula-based threshold that incorporates dynamic risk or liquidity factors, or a threshold that can be adjusted without rulemaking as some commenters suggested.

111

A uniform threshold also is less costly to monitor because it does not change.

See

the Economic Analysis in section IV. of this release (discussing the economic effects of the final amendments).

112

See

Rule 15c3-1. The net capital rule also requires that a carrying broker-dealer must not otherwise be insolvent as defined in the net capital rule.

See

paragraph (a)(16) of Rule 15c3-1 (defining the term insolvent).

113

See

section IV.D. of this release (discussing capital losses that could arise in times of market stress); section I.A. of this release (discussing the need for daily reserve computations).

114

See

paragraph (a)(16) of Rule 15c3-1 (defining the term insolvent).

115

See

Rules 15c3-1 and 15c3-3.

116

See

NASAA Letter at 2;

See also

section IV.B.2. of this release (discussing the scope of affected broker-dealers).

Under Rule 15c3-1, a carrying broker-dealer using the alternative method must reduce aggregate debit items (

i.e.,

the total of all debit items in the customer reserve computation) by 3% when performing its customer reserve computation under Rule 15c3-3.

165

Conversely, Note E(3) to the customer reserve computation under Rule 15c3-3a requires a carrying broker-dealer using the basic method to reduce by 1% the total debit balances in customer cash and margin accounts (

i.e.,

margin loan balances customers owe the carrying broker-dealer).

166

Both of these provisions can increase the amount that must be on deposit (locked up) in the customer reserve bank account; however, the 3% debit reduction can result in an even larger increase in the deposit requirement.

167

This is because the reduction is larger (3% compared to 1%) and is applied to the total amount of debit items while the 1% debit reduction applies to a single category of debit items: customer margin loan balances.

165

See

paragraph (a)(1)(ii)(A) of Rule 15c3-1.

166

See

Rule 15c3-3a, Item 10 (debit balances in customers' cash and margin accounts excluding unsecured accounts and accounts doubtful of collection).

167

See

Financial Responsibility Rules for Broker-Dealers, 78 FR at 51858.

The Commission is lowering the 3% debit reduction to 2% in response to comments that a reduction as large as 3% would no longer be necessary if the requirement to perform a daily reserve computation is adopted.

168

This modification to the proposal is designed to recalibrate how Rule 15c3-3 addresses the risk that the amount on deposit in the customer reserve bank account is less than the net amount of cash owed to customers in light of the new requirement to perform daily customer and PAB reserve computations. As a commenter stated, “[u]nder a daily computation, the value of debit items and the amounts owing to customers on any given day are accounted for in the next day's computation and the difference is protected via the following day's deposit into the Special Reserve Bank Accounts” and therefore “[t]he amount of assets in the Special Reserve Bank Accounts would . . . more quickly reflect the amounts owing to customers on any given day and the value of debit items, thereby reducing the need for any cushion [(

i.e.,

the 3% debit reduction)] to account for a potential mismatch.”

169

Similarly, another commenter stated that when the Commission adopted the 3% debit reduction in 1975 the purpose was to provide, in the event of a liquidation, an additional cushion of secured debit items which will be available to satisfy customers with whom the carrying broker-dealer effects transactions.

170

This commenter stated that a shift to a daily customer reserve computation enabled by technological advancements since 1975 will result in a more precise and up-to-date computation, thereby mitigating the risk that the 3% debit reduction addresses in the customer reserve computation.

171

The commenter went on to state that “a 1% deduction in line with that applied to other broker-dealers seems appropriate for firms that calculate net capital under the alternative method.”

172

168

See

SIFMA Letter at 5; Raymond James Letter at 2; ASA Letter at 5; ASA Letter 2; ASA Letter 3.

169

See

SIFMA Letter at 6.

170

See

Raymond James Letter at 2.

171

See id.

172

See id.

Commenters suggested eliminating the 3% debit reduction that applies to carrying broker-dealers using the alternative method. This would then subject these carrying broker-dealers to the 1% debit reduction that applies to carrying broker-dealers using the basic method. For the reasons discussed below, the Commission is not taking this approach and instead is lowering the 3% debit reduction to 2%.

In order to understand the Commission's rationale for recalibrating Rule 15c3-3 in this manner, it is necessary to discuss the origins and purpose of the 3% debit reduction and its connection to Rule 15c3-1. Rule 15c3-3—when it was adopted in 1972—required carrying broker-dealers to reduce the value of debit balances in cash and margin accounts by 1% when performing the customer reserve computation.

173

Debit balances in cash and margin accounts was one of three categories of debit balances included in the customer reserve computation at that time (

i.e.,

the 1% debit reduction did not apply to the total value of debits in the customer reserve computation).

174

In 1972, the Commission also proposed significant revisions to Rule 15c3-1 (the broker-dealer net capital rule).

175

The original rule prohibited a broker-dealer from having aggregate indebtedness that exceeded 2000% of its net capital, exclusive of exchange memberships and fixed assets (a 20-to-1 requirement).

176

Moreover, the rule did not apply to broker-dealers that were members of a securities exchange on the premise that these broker-dealers were subject to capital requirements promulgated by their respective exchanges. The 1972 proposed amendments—among other things—would apply Rule 15c3-1 to all broker-dealers (

i.e.,

a uniform net capital rule) and change the minimum net capital requirement to the greater of a fixed-dollar amount and a ratio amount: the 15-to-1 aggregate indebtedness to net capital ratio (

i.e.,

the basic method). Thus, as originally proposed in 1972, the amendments to Rule 15c3-1 did not include the alternative method of computing minimum net capital.

173

See

Rule 15c3-3 Adopting Release, 37 FR at 25229.

174

See id.

In 1972, there were three categories of debit items in the customer reserve computation: Items 10, 11, and 12.

Id.

Item 10 was where the carrying broker-dealer recorded the value of debit balances in cash and margin accounts.

Id.

Today, there are six categories of debit items in the customer reserve computation: Items 10, 11, 12, 13, 14, and 15.

See

Rule 15c3-3a. Item 10 continues to be where the carrying broker-dealer records the value of debit balances in cash and margin accounts.

Id.

175

See Net Capital Rule-Proposed Uniform and Comprehensive Regulation,

Exchange Act Release No. 9891 (Dec. 5, 1972) [38 FR 56 (Jan. 3, 1973)].

176

Net Capital Requirements for Brokers and Dealers; Amended Rules, 47 FR at 3512.

While the 1972 amendments to Rule 15c3-1 were still pending, the Commission proposed further amendments to the rule as well as corresponding amendments to Rule 15c3-3. They included a 1974 proposal to add the alternative method of calculating minimum net capital.

177

The proposed alternative method would require a carrying broker-dealer to maintain a minimum level of net capital equal to the greater of $100,000 or 4% of aggregate debit balances includable in the customer reserve computation.

178

At that time, the Commission acknowledged that the alternative method could result in lower minimum net capital requirements as compared with the basic method.

179

Given this

impact, the Commission proposed a number of more stringent requirements for carrying broker-dealers using the alternative method, including that they would need to apply the 3% debit reduction in lieu of the existing 1% debit reduction in Rule 15c3-3.

180

In proposing the 3% debit reduction, the Commission explained that the proposed debit reduction would require a 100% reserve for customer funds not available for use by the broker-dealer, and an additional 3% commitment of the broker-dealer's own liquid capital in the form of cash or qualified securities as an additional reserve and to insure the broker-dealer's ability to finance its customer-related receivables.

181

177

See Alternative Net Capital Requirement for Certain Brokers and Dealers,

Exchange Act Release No. 11094 (Nov. 11, 1974) [39 FR 41540 (Nov. 29, 1974)].

178

Id.

at 41541-42.

179

Id.

at 41540. (“The Commission has determined to publish for comment a new concept to measure the capital adequacy of broker-dealers which would eliminate in part restraints presently imposed by the net capital ratio and aggregate indebtedness concepts which have served as the

primary source of protection of customers and other broker-dealers for over 30 years. As a result of the numerous changes that have occurred in the securities industry over the last five years, the evolving future structure of the securities markets and the future needs of the nation's corporate issuers to raise both equity and debt capital, it is important at this time to develop new approaches to the financial responsibility and capital adequacy of broker-dealers for both the protection of customers and to maintain sound and viable primary and secondary capital markets.”).

180

Id.

at 41542.

181

Id.

The Commission further explained that such additional reserves will be available to provide self-regulatory organizations and others with additional assets for the satisfaction of customer cash claims and to redeem customers' securities which have been hypothecated or otherwise encumbered when necessary for the orderly winding up of the business of any broker-dealer.

Id.

The Commission adopted the proposed amendments to Rules 15c3-1 and 15c3-3 in 1975.

182

They included the alternative method for calculating the minimum net capital requirement and the requirement that carrying broker-dealers using the alternative method apply the 3% debit reduction.

183

In this regard, the Commission explained “that the objectives of the [alternative method] can only be achieved by further strengthening the custodial requirements and Reserve Formula safeguards developed for the protection of customer assets established by [Rule 15c3-3]” and therefore the alternative method “requires aggregate debit items in the Reserve Formula to be reduced by 3% rather than the 1% reduction of certain debit items which now exists.”

184

The Commission stated that this “reduction of debit items will thus provide, in the event of a liquidation, an additional cushion of secured debit items which will be available to satisfy customers with whom the broker or dealer effects transactions.”

185

182

See Adoption of Uniform Net Capital Rule and an Alternative Net Capital Requirement for Certain Brokers and Dealer,

Exchange Act Release No. 11497 (June. 26, 1975) [40 FR 29795 (July 16, 1975)].

183

In 1982, the Commission modified the alternative method to reduce the ratio from 4% of aggregate debit items to 2% of aggregate debit items.

See Net Capital Requirements for Brokers and Dealers; Amended Rules.

184

See Adoption of Uniform Net Capital Rule and an Alternative Net Capital Requirement for Certain Brokers and Dealers,

40 FR at 29798.

185

Id.

Thus, the 3% debit reduction is designed to compensate for the potential lower minimum net capital requirement resulting from carrying broker-dealers electing the alternative method in lieu of the basic method. Consequently, the Commission lowered the capital requirements and strengthened the customer reserve computation requirements for carrying broker-dealers using the alternative method. In particular, the 3% debit reduction decreases the amount of debits that offset credits in the customer reserve computation and, thereby, can increase the amounts carrying broker-dealers must lock up in their customer reserve bank accounts. The 3% debit reduction applies to

aggregate

debit items in the customer reserve computation under Rule 15c3-3 (

i.e.,

all debit items in the customer reserve computation). Carrying broker-dealers that use the basic method to compute their minimum net capital requirement must reduce certain debits (

i.e.,

not all debits) by 1%. This results in a lower reduction and a correspondingly smaller potential increase in the amount carrying broker-dealers applying the 1% debit reduction must lock up in their customer reserve bank accounts.

For these reasons, the Commission is not eliminating the 3% debit reduction as commenters suggested because doing so would subject carrying broker-dealers using the alternative method to the same 1% debit reduction that applies to carrying broker-dealers using the basic method.

186

As discussed above in this section, the 3% debit reduction is designed to compensate for how the alternative method can result in a lower minimum net capital requirement than the basic method. In addition, as stated in this section above, the 49 carrying broker-dealers that exceeded the $500 Million Threshold for calendar year 2023 use the alternative method for net capital purposes. The Commission also estimates that these 49 carrying broker-dealers, based on FOCUS Report data for January 2023 through December 2023, held 99.3% of aggregate total credits of all carrying broker-dealers.

187

Therefore, carrying broker-dealers using the alternative method for net capital hold the bulk of customer credits (

i.e.,

amounts the carrying broker-dealer owes customers) as compared to carrying broker-dealers using the basic method.

186

See

sections IV.B.3. and C.1. of this release (discussing the 2% debit reduction).

187

See

section IV.B.2. of this release (discussing scope of affected carrying broker-dealers). In comparison, there were 3,461 broker-dealers registered with the Commission on December 31, 2023.

However, the new requirement to perform daily customer reserve computations significantly strengthens the customer protection measures of Rule 15c3-3. In particular, performing a daily customer reserve computation reduces the risk that the net amount of cash owed to customers will be substantially greater than the amount on deposit in a carrying broker-dealer's customer reserve bank account.

188

A daily computation requirement allows for cash owed to customers from a particular day to be included in that day's customer reserve computation, computed the next business day and any required deposits made the following business day. Therefore, under a daily customer reserve computation, the amount on deposit in the customer reserve bank account will more quickly reflect the net amount of cash the carrying broker-dealer owes its customers. Performing a daily customer reserve computation also will reduce the maximum time between required deposits into a customer reserve bank account to two business days. In contrast, under a weekly customer reserve computation, a carrying broker-dealer performs the customer reserve computation on Monday, using numbers as of the close of business on Friday, and makes any required deposits in its customer reserve bank account on Tuesday (typically) of each week. Therefore, the next deposit requirement under a weekly customer reserve computation will be the Tuesday of the following week.

188

See

table 5, panel C in section IV. of this release.

These enhancements to the customer protection measures of Rule 15c3-3 warrant a corresponding adjustment to the 3% debit reduction in order to avoid overcompensating for the differences between the alternative and basic method. Consequently, the Commission is lowering the 3% debit reduction to 2% for carrying broker-dealers that use the alternative method if they perform a daily customer reserve computation.

189

Lowering the debit reduction to 2% is designed to adjust this risk-reducing measure in response to the customer protection enhancements of the new daily customer reserve computation requirements while maintaining a debit reduction amount (2% as compared to 1%) that will continue to compensate for the differences between the alternative and basic methods of calculating minimum net capital requirements.

189

The 2% debit reduction also is consistent with the incremental increase in the frequency of the customer reserve computation for carrying broker-dealers that perform a monthly customer reserve computation and carrying broker-dealers that elect to compute net capital under the alternative method and perform a customer reserve computation weekly or daily under the amendments. Monthly customer reserve computations require a 5% buffer above the carrying broker-dealer's deposit

requirement, while carrying broker-dealers electing the alternative method for net capital are required to use a 3% “buffer” for weekly customer reserve computations and a 2% “buffer” for daily customer reserve computations.

See

paragraph (e)(3)(i)(A) of Rule 15c3-3 and paragraph (a)(1)(ii)(A) of Rule 15c3-1, as amended.

In order to implement this change, the Commission is amending paragraph (a)(1)(ii)(A) of Rule 15c3-1 to provide that a carrying broker-dealer that is required to perform a daily customer reserve computation under paragraph (e) of Rule 15c3-3 may reduce aggregate debit items in such computation by 2% (rather than 3%).

190

Carrying broker-dealers that elect the alternative method for calculating their minimum net capital requirement and perform their customer reserve computation weekly must continue to apply the preexisting 3% debit reduction. Further, this amendment to Rule 15c3-1 applies only to a carrying broker-dealer's customer reserve computation. It does not amend or change the minimum net capital requirements for carrying broker-dealers under Rule 15c3-1 irrespective of whether they use the basic or alternative methods. Consequently, carrying broker-dealers electing the alternative method must continue to maintain the greater of $250,000 or 2% of aggregate debit items under Rule 15c3-1 and they remain subject to an early warning notification requirement under Rule 17a-11 if their net capital falls below 5% of aggregate debit items.

191

190

See

paragraph (a)(1)(ii)(A) of Rule 15c3-1, as amended. In order to implement this change, the following phrase is being added to the end of the current rule text in paragraph (a)(1)(ii)(A): “provided, however, that, if a broker or dealer is required to make the computation required by § 240.15c3-3(e) and set forth in Exhibit A, § 240.15c3-3a, on a daily basis, the broker or dealer may reduce aggregate debit items in such computation by 2%.”

191

See

paragraph (a)(1)(ii) of Rule 15c3-1; paragraph (b)(2) of Rule 17a-11.

In addition, the Commission is modifying paragraph (e)(3) of Rule 15c3-3 to add a new paragraph (e)(3)(v) to permit a carrying broker-dealer that voluntarily performs the customer reserve computation daily under preexisting paragraph (e)(3)(iv) of Rule 15c3-1 to reduce its aggregate debit items by 2%, if the carrying broker-dealer notifies its DEA, in writing, of its election at least 30 calendar days before beginning such computation.

192

The new paragraph also provides that if a carrying broker-dealer has notified its DEA of this election, the carrying broker-dealer must continue to compute the customer reserve computation daily unless a change is approved by its DEA.

193

This amendment is being made in Rule 15c3-3 (as compared to Rule 15c3-1 where the 3% and 2% debit reduction provisions are located) because it relates to a carrying broker-dealer voluntarily performing a daily customer reserve computation. Therefore, to maintain consistency with existing rule text, this new paragraph follows paragraph (e)(3)(iv) of Rule 15c3-3, which permits carrying broker-dealers to voluntarily perform reserve computations more frequently than required under the rule.

194

The notice requirement to voluntarily begin the daily customer reserve computations with the 2% debit reduction will assist the DEA in monitoring the carrying broker-dealer. For example, upon receiving the notice, the DEA can contact the carrying broker-dealer to inquire about its plan for transitioning to a daily customer reserve computation and about any changes to its systems and processes for performing the daily computation and for applying the lower 2% debit reduction (in lieu of the 3% debit reduction). The approval requirement to revert to performing a weekly customer reserve computation is designed to ensure that a carrying broker-dealer performs a daily customer reserve requirement consistently rather than constantly switching between daily and weekly reserve computations depending on which approach is more advantageous on a given day. This will prevent a carrying broker-dealer from performing a daily customer reserve computation on an

ad hoc

basis solely to reduce an excess of credits over debits in the customer reserve computation and thereby minimize deposit requirements in the customer reserve bank account.

192

See

paragraph (e)(3)(v) of Rule 15c3-3, as amended.

193

Id.

194

See

paragraph (e)(3)(iv) of Rule 15c3-3, as amended.

Commenters stated that lowering the 3% debit reduction will increase the liquidity of carrying broker-dealers because it will reduce the extra buffer of broker-dealer capital that must be deposited into the customer reserve bank account. For example, a commenter stated that the new requirement to perform a customer reserve computation daily would reduce the need for any cushion to account for a mismatch and, consequently, would increase liquidity and lower costs for customer financing by allowing carrying broker-dealers to use assets that would otherwise be locked up (in their customer reserve bank account).

195

This commenter further stated that the increased liquidity resulting from lowering the amount of the 3% debit reduction could be redeployed by carrying broker-dealers to provide customers with more financing at a lower cost, which benefits customers and carrying broker-dealers.

196

This commenter also stated that carrying broker-dealers would use this additional liquidity to pay the costs associated with transitioning from weekly to daily reserve computations, potentially allowing carrying broker-dealers to make the transition more efficiently and at a lower relative cost.

197

Another commenter stated that this modification would provide financial relief to carrying broker-dealers.

198

195

See

SIFMA Letter at 6. This commenter stated one member carrying broker-dealer estimated that eliminating the 3% debit reduction in favor of the 1% debit reduction would free up $3 billion in liquidity.

Id.

Another commenter stated that this potential change would, on average, amount to approximately $50 million in liquid assets each week.

See

Raymond James Letter at 2. Lowering the 3% debit reduction to 2% will result in additional liquidity for carrying broker-dealers performing a daily customer reserve computation.

196

See

SIFMA Letter at 6.

197

See

SIFMA Letter at 6.

198

See

ASA Letter at 5.

Decreasing the debit reduction from 3% to 2% will provide extra liquidity to carrying broker-dealers, as commenters suggested. Enhancing the liquidity of carrying broker-dealers will position them to better withstand financial shocks and thereby lower the risk that such a shock causes the carrying broker-dealer to fail financially (which in turn will benefit the carrying broker-dealer's customers, counterparties, and creditors). Further, carrying broker-dealers will be able to use this extra liquidity to pay the initial and ongoing compliance costs to transition from weekly to daily reserve computations. They also may use the extra liquidity to address situations where they must make large additional deposits into the customer or PAB reserve bank accounts to account for large infusions of customer or PAB account holder cash that is intended to be swept out of the broker-dealer but gets accounted for in the reserve computations before it can be swept.

199

See

section II.E.1. of this release (describing sweep programs and other transitory credits).

2. Conforming Amendments to the FOCUS Report

The Commission is adopting amendments to the Part II of the FOCUS Report to conform the reporting obligations with the final amendment lowering the debit reduction from 3% to 2% for carrying broker-dealers that use the alternative method and perform daily customer and PAB reserve computations.

200

Currently, in the Computation for Determination of Customer Reserve Requirements in Part II of the FOCUS Report, the form includes a line for a carrying broker-dealer that uses the alternative method for computing net capital to report the 3% debit reduction. The amendments to the FOCUS Report add a line to report the 2% debit reduction in lieu of reporting the 3% debit reduction. The existing line to report the 3% deduction is being retained for carrying broker-dealers that are below the $500 Million Threshold and that do not voluntarily perform daily customer and PAB reserve computations.

200

In addition to amending the FOCUS Report Part II as part of the final amendments, the Commission is updating the FOCUS Report on the Commission's website that highlights the fields that security-based swap dealers and major security-based swap participants relying on a Commission substituted compliance order (“Covered Entities”) must complete pursuant to the

Amended and Restated Order Specifying the Manner and Format of Filing Unaudited Financial and Operational Information by Security-Based Swap Dealers and Major Security-Based Swap Participants that are not U.S. Persons and are Relying on Substituted Compliance Determinations with Respect to Rule 18a-7,

Exchange Act Release No. 101932 (Dec. 16, 2024). However, these amendments do not result in any changes to the number of fields in the FOCUS Report that Covered Entities must complete.

Further, the Commission is amending the line for reporting “Total Debits” in the Computation for Determination of Customer Reserve Requirements in Part II of the FOCUS Report to reflect that Total Debits equals “Aggregate Debit Items” less the 3% or 2% debit reduction, as applicable. The Commission also is adding an additional line under “Frequency of Computation” to require that a carrying broker-dealer check one of two new boxes to indicate whether it is using the 2% debit reduction or 3% debit reduction. Finally, the Commission is amending the footnote to the Computation for Determination of Customer Reserve Requirements in the FOCUS Report Part II to add a reference to paragraph (e)(3)(v) of Rule 15c3-3.

D. Voluntary Customer and PAB Reserve Computations

The Commission proposed to amend paragraph (e)(3)(iv) of Rule 15c3-3, which permits interim reserve computations to be performed between the days that the weekly or permitted monthly computations must be performed.

201

In particular, preexisting paragraph (e)(3)(iv) of Rule 15c3-3 provided that computations

in addition to

the computations required in paragraph (e)(3) (

i.e.,

the weekly and permitted monthly computations) may be made as of the close of

any

business day, and the deposits so computed must be made no later than one hour after the opening of banking business on the second following business day.

202

The amendment to paragraph (e)(3)(iv) provides that computations—other than those made under paragraph (e)(3)(i)(B)(

) of Rule 15c3-3, as amended (

i.e.,

the daily computations)—may be made as of the close of any business day.

203

This amendment specifies that the option to perform a customer or PAB reserve computation more frequently than weekly or monthly (as applicable) remains available to carrying broker-dealers that must make such computations weekly or monthly. Carrying broker-dealers voluntarily performing daily customer and PAB reserve computations have used this option.

204

201

See

Proposing Release, 88 FR at 45845.

202

17 CFR 240.15c3-3(e)(3)(iv); Proposing Release, 88 FR at 45845.

203

This proposed amendment would insert the phrase “other than computations made under paragraph (e)(3)(i)(B)(

) of this section,” following the words “this paragraph (e)(3),” in preexisting paragraph (e)(3)(iv) of Rule 15c3-3.

See

Proposing Release, 88 FR at 45845. The Commission did not receive any comments on this amendment and is adopting it as proposed.

204

See

Proposing Release, 88 FR at 45845.

A commenter stated that the proposal permits carrying broker-dealers that perform weekly reserve computations to continue to make voluntary, interim computations but does not expressly require approval from the carrying broker-dealer's DEA.

205

The commenter stated that the Commission should make this approval a requirement in the final rule, as well as require approval from the DEA for the carrying broker-dealer to cease performing the interim computation.

206

The commenter stated these changes would help guard against a carrying broker-dealer performing interim reserve computations opportunistically to minimize required reserve account deposits.

207

205

See

SIPC Letter at 2.

206

See id.

207

See id.

The final amendments do not include this modification, as it would impose new requirements on carrying broker-dealers that elect to perform an interim reserve computation. Further, carrying broker-dealers that utilize this provision to perform an interim reserve computation will remain subject to the 3% debit reduction. In addition, the Commission estimates that, based on data for January 2023 through December 2023, 49 carrying broker-dealers, which held 99.3% of aggregated total credits of all carrying broker-dealers, will exceed the $500 Million Threshold and will be required to perform a daily customer and PAB reserve computation.

208

Because these carrying broker-dealers will perform daily customer and PAB computations under the final amendments, they will not perform interim reserve computations. Given that these carrying broker-dealers hold nearly all of the total credits of all carrying broker-dealers, an amendment to the rule as the commenter suggested is not merited given the relatively smaller amounts required to be on deposit for the remaining carrying broker-dealers.

209

For these reasons, the Commission is not adopting the commenter's suggested modification and is adopting the amendment as proposed.

210

208

See

section IV.B.2. of this release (discussing affected broker-dealers in the baseline).

209

A carrying broker-dealer that is under the $500 Million Threshold may nonetheless elect to perform a daily customer reserve computation in order to apply the 2% debit reduction in lieu of the 3% reduction. A carrying broker-dealer making this election will be subject to the DEA notification requirements of paragraph (e)(3)(v) of Rule 15c3-3, as amended.

210

See

paragraph (e)(3)(iv) of Rule15c3-3, as amended.

E. Other Comments

The Commission received other comments related to the proposal that cover technical questions about how the final amendments will operate, as well as requests for clarification and interpretations on specific issues related to performing a customer and PAB reserve computation daily.

1. Sweep Programs and Other “Cash in Motion” or “Transitory” Credits”

The Commission received two comments regarding sweep

programs

211

and performing daily customer and PAB reserve computations.

212

One commenter stated that a daily reserve computation would not benefit customers of carrying broker-dealers with widely-used sweep programs.

213

This commenter stated that sweep programs contribute to protecting customer assets and already address the mismatch risk the proposal seeks to remedy by regularly moving customer cash off a carrying broker-dealer's balance sheet.

214

In addition, this commenter stated that if a carrying broker-dealer receives customer cash after the daily sweep cutoff time, it is generally swept early the next business day and, as such, will be protected sooner than including such cash in a daily reserve computation.

215

211

A sweep program is a service provided by a carrying broker-dealer where it offers to its customer the option to automatically transfer free credit balances in the securities account of the customer to either a money market fund or an account at a bank whose deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”).

See

paragraph (a)(17) of Rule 15c3-3. The sweep program requirements for customer accounts are set forth in paragraph (j)(2)(ii) of Rule 15c3-3. Broker-dealers are not customers under Rule 15c3-3. Therefore, PAB account holders are not subject to the sweep program requirements under the rule with respect to their free credit balances.

See

paragraph (a)(1) of Rule 15c3-3. Nonetheless, PAB account holders may elect to have their free credit balances included in a sweep program.

See

Proposing Release, 88 FR at 45842, n.58.

212

See

ASA Letter at 2; SIFMA Letter at 7; ASA Letter 3.

213

See

ASA Letter at 2.

214

See id.

215

See id.

This commenter also stated that there are potential benefits to more frequent customer and PAB reserve computations but raised concerns about potential impacts on liquidity, particularly in cases where a free credit balance is “transitory” or is “cash in motion,”

216

such as cash that the carrying broker-dealer needs the next day to fund an Automated Clearing House transfer or a wire request received after banking cutoff times.

217

This commenter stated that carrying broker-dealers may need to use their own funds to account for transitory funds and that this may result in only large carrying broker-dealers (with substantial liquidity) being able to service ultra-high net worth clients with large transitory credits.

218

The commenter stated that this would disadvantage smaller carrying broker-dealers who would be unable to compete for certain types of clients or transactions.

219

Another commenter stated that the proposed daily computation requirement would impose substantial unintended costs on carrying broker-dealers that regularly deposit inflows of customer cash into reserve bank accounts or transfer them into a sweep account.

220

For these carrying broker-dealers, the commenter stated that a daily computation could require them to segregate large portions of funds that are already protected by virtue of the sweep/deposit.

221

Commenters stated that, although this issue exists with the preexisting weekly computations under Rule 15c3-3, this risk is exacerbated under a daily computation because carrying broker- dealers will no longer have a week to resolve any issues, which creates uncertainty, as the amount of cash tied up would vary each day.

222

216

See

ASA Letter at 2. The commenter stated that for purposes of the comment, transitory means free credits that are: (1) included in the computation; (2) will be needed to fund a known activity the first following day; and (3) will be included in the deposit due the morning of the second following day (despite the fact that the free credits have already been used for another client directed purpose).

Id.

The commenter also referred to these transitory credits as “cash in motion.”

See

ASA Letter 2 at 1.

217

See

ASA Letter at 2.

218

See

ASA Letter 3 at 1.

219

Id.

220

See

SIFMA Letter at 7. For example, that commenter stated that if a carrying broker-dealer receives $100 million shortly before market close on Monday, that $100 million will be incorporated into the customer reserve computation for Monday. Even if the carrying broker-dealer sweeps the funds into a sweep program first thing Tuesday morning as part of its normal operations, the commenter stated that it would still need to deposit $100 million into its customer reserve bank account on Wednesday morning, since the relevant computation would be as of close of business on Monday. The commenter stated that this would effectively require carrying broker-dealer to use its own $100 million, thereby tying up liquidity for no corresponding benefit.

Id.

221

See

SIFMA Letter at 7. The commenter did not provide data regarding the specific amounts of cash each day that is not swept to a carrying broker-dealer's sweep program because the carrying broker-dealer received it after the sweep cut-off time.

222

See

SIFMA Letter at 7; ASA Letter at 3; ASA Letter 2 at 1; ASA Letter 3 at 3.

One commenter stated that Commission staff has previously recognized this issue under existing staff no-action positions where carrying broker-dealers in certain circumstances have withdrawn funds from the special reserve bank account or deposited funds into separate special reserve bank accounts that are promptly swept or are otherwise used to meet specific customer instructions.

223

This commenter further stated that if funds the carrying broker-dealer receives from or for customers are swept on a same or next day basis into a sweep program or into a customer reserve bank account, they are protected against loss and there is no reason for including these amounts in a reserve computation.

224

Accordingly, the commenter suggested that the Commission simplify the staff no-action positions and permit a carrying broker-dealer to exclude from the customer and PAB reserve computations any funds that the carrying broker-dealer has swept or deposited promptly upon receipt.

225

223

See

SIFMA Letter at 7. The commenter stated that these staff no-action positions have a number of provisions that are challenging for carrying broker-dealers to meet (

e.g.,

requiring that funds received per transaction or with respect to a particular customer equal at least 25% of the total credits of the carrying broker-dealer's most recent reserve computation).

Id. See also

Letter from Michael A. Macchiaroli, Assistant Director, Commission to Mr. Salvatore Pallante, Vice President, NYSE (Apr. 25, 1990) (“NYSE Letter”)(stating that the staff will not recommend enforcement action to the Commission if a carrying broker-dealer withdraws funds from the special reserve bank account without a computation under paragraph (g) of Rule 15c3-3 to fulfill certain specific customer transactions where such transaction represents 25% or more of the total credits in the carrying broker-dealer's most recent reserve account computation, and where the customer funds received are deposited into a separate reserve bank account) and FINRA Interpretations of Financial and Operational Rules, 15c3-3(g)/05, available at

www.finra.org;

Letter from Aase A. Berling, Staff Accountant, Division of Market Regulation, Commission to James A. Francis, Vice President, The Ohio Company (Mar. 21, 1985) (“Ohio Company Letter”)(stating that the staff will not recommend enforcement action to the Commission if a carrying broker-dealer makes a withdrawal from the special reserve bank account without performing a computation in order to obtain sufficient cash to effect the purchase of money market fund shares for customers, and deposits such funds into a separate reserve bank account to purchase money market fund shares) and FINRA Interpretations of Financial and Operational Rules 15c3-3(g)/021, available at

www.finra.org.

Staff statements (including those cited herein) represent views of the Commission staff and are not a rule, regulation, or statement of the Commission. The Commission has neither approved nor disapproved of these staff statements, and, like all staff statements, they have no legal force or effect, do not alter or amend applicable law, and create no new or additional obligations for any person.

224

See

SIFMA Letter at 7.

225

See id.

Another commenter stated that the Commission should permit cash held for a customer that is intended to be swept not be treated as a credit in the customer reserve computation. The commenter stated that this suggestion is analogous to a current interpretation under Rule 15c3-3a that states, if a carrying broker-dealer pre-funds a redemption of money market shares but still carries the shares long in the customer's account, it cannot treat the pre-funding as a debit in the reserve computation. The commenter stated that cash held for a customer that is intended to be swept should not be treated as a credit in the reserve computation just as pre-funded money market fund redemptions are not treated as debits in the computation.

226

See

ASA Letter 3 at 3.

For the reasons discussed below, the final amendments do not exclude cash that is intended to be swept or is otherwise “transitory” or in “motion” from the customer and PAB reserve computations. However, the final amendments lowering the debit reduction from 3% to 2% in the customer reserve computations mitigate concerns commenters raised about how a daily reserve requirement could require carrying broker-dealers to use their own capital to fund reserve account deposit requirements that relate

to cash that will be swept or otherwise deployed the next day. In particular, a carrying broker-dealer can use the additional liquidity available to it through the lower 2% debit reduction to meet a required reserve deposit that results from a situation where cash is not swept or otherwise deployed quickly enough to avoid its inclusion in the customer or PAB reserve computations. Further, in response to the comment that smaller carrying broker-dealers may be disadvantaged in servicing customers with large transitory credits as compared to larger carrying broker-dealers with more liquidity, smaller carrying broker-dealers (as measured in terms of average total credits) also can use this additional liquidity to provide services to all types of customers, including ultra-high net worth individuals with large transitory credits.

227

In addition, raising the threshold to $500 Million will exclude an additional cohort of smaller carrying broker-dealers—relative to the carrying broker-dealers subject to the requirement—from the scope of the final amendments as compared to the proposal. These smaller carrying broker-dealers (as measured in terms of average total credits) may continue to perform weekly customer and PAB reserve computations and will have a week to resolve any issues related to transitory credits.

228

Lowering the debit reduction from 3% to 2% and increasing the threshold from $250 million to $500 million will address—in part—concerns about transitory credits by either providing excess liquidity to account for these credits or excluding a larger number of relatively smaller carrying broker-dealers from the need to address these credits on a daily basis.

227

In addition, with respect to accounts of high net worth individuals, the staff has issued no-action positions regarding smaller carrying broker-dealers that receive substantial deposits from individual customers for a current specific purpose.

See, e.g.,

NYSE Letter.

228

See

section II.A.2. of this release (discussing the $500 Million Threshold).

Transferring cash in a customer or PAB account to an FDIC-insured bank as part of a sweep program protects customers' and PAB account holders' cash in that it is no longer on the carrying broker-dealer's balance sheet. Other cash that has been redeployed such as cash used to purchase securities also is no longer included on a carrying broker-dealer's balance sheet.

229

However, this does not mean that it would be appropriate to permit a carrying broker-dealer performing daily customer and PAB reserve computations to exclude cash of customer and PAB account holders (including cash received after the daily cutoff time for a sweep program and other “transitory credits”) from its customer and PAB reserve computations because the intent is to sweep the cash out of the accounts or otherwise deploy it before the next deposit into the customer and PAB reserve accounts is due. Uninvested cash (such as cash received after a sweep cut-off time) held for customers and PAB account holders remains in the customer's or PAB account holder's securities account and on a carrying broker-dealer's balance sheet. A carrying broker-dealer must include this cash in its customer or PAB reserve computation for that particular business day because the carrying broker-dealer owes that cash to its customer and PAB account holders, and it will not receive FDIC protection until it is swept the next business day.

229

Customer securities are protected under the possession and control requirements under paragraphs (b) and (c) of Rule 15c3-3.

See

section I.C.1. of this release (discussing the possession and control requirements of Rule 15c3-3).

As discussed in section I.C.1. of this release, preexisting Rule 15c3-3 is designed to protect customers by segregating their securities and cash from the carrying broker-dealer's proprietary business activities. This is accomplished through the customer and PAB reserve computations. If a carrying broker-dealer excludes customer and PAB cash that is included in its books and records from its reserve computation, it increases the risk that—if the carrying broker-dealer fails—the cash and securities may not be readily available to be returned to customers and PAB account holders. This, in turn, would increase the risk that a carrying broker-dealer may be unable to promptly return cash and securities to customer and PAB account holders in the event the carrying broker-dealer fails financially. This risk is exacerbated for PAB account holders, as they are not entitled to advances from the SIPC Fund.

In response to the comment that the Commission should permit cash held for a customer that is intended to be swept not be treated as a credit in the customer reserve computation, a carrying broker-dealer cannot include this debit in the reserve computation because the receivable is from the money market fund and not the customer. In other words, the carrying broker-dealer cannot treat the pre-funding like a margin loan collateralized by the money market shares carried in the account. Margin loans are debits in the reserve computation, but they are loans to the customers to purchase the securities and the customer owes the money to the carrying broker-dealer. In the case of cash intended to be swept, however, the carrying broker-dealer holds the cash for the customer, which is a credit item in the reserve computation. This cash is a customer payable (

i.e.,

customer credit) until it is swept and is no longer on the carrying broker-dealer's books and records. A carrying broker-dealer must include such customer credits in its customer reserve computation.

In response to comments that the issue related to cash in motion or transitory credits will be exacerbated under a daily computation requirement because a carrying broker-dealer will no longer have a week to resolve issues under a daily computation requirement because credit amounts vary each day,

230

the scenario of having to account for cash that the carrying broker-dealer no longer holds also can occur under the preexisting weekly reserve computation requirement. For example, customer cash deposited at the carrying broker-dealer on Friday after the time when it can be swept to a money market fund or bank must be accounted for in the customer reserve computation performed the following Monday (using numbers as of the close of business Friday) and, to the extent it creates a deposit requirement, the required deposit must be made by 10 a.m. on Tuesday even though by that time the customer cash has been swept to the money market fund or bank. Moreover, unless the carrying broker-dealer performs an intra-week reserve computation, the cash must remain in the customer reserve bank account until the following Tuesday. A daily reserve computation requirement will shorten the time that the cash must be held in the customer reserve bank account.

230

See

SIFMA Letter at 7; ASA Letter at 2; ASA Letter 2 at 1.

While a daily reserve computation requirement will shorten the time that a carrying broker-dealer must hold cash in the customer reserve bank account, the Commission recognizes that a carrying broker-dealer performing a daily reserve computation will need to manage its sweep cash and other transitory credits daily rather than weekly. This increase in frequency in performing the customer and PAB reserve computations will not exacerbate the issue related to sweep-related cash and transitory credits as daily cash fluctuations may become more predictable over time, but it will require the carrying broker-dealer to manage this cash more quickly and efficiently, as compared to a weekly computation. This increase in efficiency, however, as a result of a daily reserve computation requirement

will allow a carrying broker-dealer to withdraw funds more quickly from its customer reserve bank account, as compared to a weekly reserve computation, which will improve its liquidity.

231

See

section I.A. of this release (discussing the need for daily reserve computations and ability of carrying broker-dealers to be able to withdraw excess cash or qualified securities more quickly from the reserve bank account under a daily reserve computation requirement, which will improve their liquidity); section IV.D. of this release (discussing increase in operational efficiency for carrying broker-dealers as a result of the amendments allowing for the more efficient management of funds); section IV.E.10. of this release (discussing exemptions for cash in motion as a reasonable alternative, including the costs).

Further, while the amount of credits related to cash that is not swept in a particular business day or other “cash in motion” would vary each day under a daily reserve computation requirement, the same is true for all customer credits and debits in the customer and PAB reserve computations. Therefore, a carrying broker-dealer must maintain sufficient capital or access to funding to make any required deposit into its customer or PAB reserve bank account, including any increased deposit requirements related to “transitory credits” or “cash in motion,” including when cash is not swept soon enough. This ensures that broker-dealers maintain sufficient access to capital and funding to support the volume of customer and PAB account holder business that they are carrying.

While lowering the debit reduction to 2% and raising of the threshold to $500 million mitigates concerns commenters raised regarding issues related to cash sweeps and other transitory

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