[Federal Register Volume 88, Number 177 (Thursday, September 14, 2023)]
[Notices]
[Pages 63157-63160]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-19843]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-98335.; File No. SR-FICC-2023-013]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Recovery and Wind-Down Plan

September 8, 2023.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on September 1, 2023, Fixed Income Clearing Corporation (``FICC'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II and III below, which 
Items have been prepared by the clearing agency. NSCC filed the 
proposed rule change pursuant to section 19(b)(3)(A) of the Act \3\ and 
Rule 19b-4(f)(4) thereunder.\4\ The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(4).
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change consists of amendments to the Recovery and 
Wind-down Plan to reflect business and product developments that have 
taken place since the time it was last amended, and make certain 
changes to improve the clarity of the Plan and make other updates and 
technical revisions, as described in greater detail below.\5\
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    \5\ Capitalized terms not defined herein are defined in the FICC 
Government Securities Division (``GSD'') Rulebook (the ``GSD 
Rules'') or the FICC Mortgage-Backed Securities Division (``MBSD'') 
Clearing Rules (the ``MBSD Rules,'' and collectively with the GSD 
Rules, the ``Rules''), available at www.dtcc.com/legal/rules-and-procedures, or in the Recovery & Wind-down Plan of FICC (the ``R&W 
Plan'' or ``Plan'').
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, the clearing agency included 
statements concerning the purpose of and basis for the proposed rule 
change and discussed any comments it received on the proposed rule 
change. The text of these statements may be examined at the places 
specified in Item IV below. The clearing agency has prepared summaries, 
set forth in sections A, B, and C below, of the most significant 
aspects of such statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

1. Purpose
Executive Summary
    The R&W Plan was adopted in August 2018 \6\ and is maintained by 
FICC for compliance with Rule 17Ad-22(e)(3)(ii) under the Act.\7\ This 
section of the Act requires registered clearing agencies to, in short, 
establish, implement and maintain plans for the recovery and orderly 
wind-down of the covered clearing agency necessitated by credit losses, 
liquidity shortfalls, losses from general business risk, or any other 
losses. The Plan is intended to be used by the Board and FICC 
management in the event FICC encounters scenarios that could 
potentially prevent it from being able to provide its critical services 
to the marketplace as a going concern.
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    \6\ See Securities Exchange Act Release Nos. 83973 (Aug. 28, 
2018), 83 FR 44942 (Sep. 4, 2018) (SR-FICC-2017-021); and 83954 
(Aug. 27, 2018), 83 FR 44361 (Aug. 30, 2018) (SR-FICC-2017-805).
    \7\ 17 CFR 240.17Ad-22(e)(3)(ii). FICC is a ``covered clearing 
agency'' as defined in Rule 17Ad-22(a)(5) under the Act and must 
comply with paragraph (e) of Rule 17Ad-22.
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    The R&W Plan is comprised of two primary sections: (i) the 
``Recovery Plan,'' that sets out the tools and strategies to enable 
FICC to recover, in the event it experiences losses that exceed its 
prefunded resources, and (ii) the ``Wind-down Plan,'' that describes 
the tools and strategies to be used to conduct an orderly wind-down of 
FICC's business in a manner designed to permit the continuation of 
FICC's critical services in the event that its recovery efforts are not 
successful.
    The purpose of the rule proposal is to amend the R&W Plan to 
reflect business and product developments that have taken place since 
the time it was last amended,\8\ make certain changes to improve the 
clarity of the Plan and make other updates and technical revisions.
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    \8\ See Securities Exchange Act Release No. 91430 (Mar. 29, 
2021), 86 FR 17432 (Apr. 2, 2021) (SR-FICC-2021-002).
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    FICC believes that by helping to ensure that the R&W Plan reflects 
current business and product developments, providing additional 
clarity, and making necessary grammatical corrections, that the 
proposed rule change would help it continue to maintain the Plan in a 
manner that supports the continuity of FICC's critical services and 
enables its Members and Limited Members to maintain access to FICC's 
services through the transfer of its membership in the event FICC 
defaults or the Wind-down Plan is ever triggered by the Board.
Background
    The R&W Plan is managed by the Office of Recovery & Resolution 
Planning (referred to in the Plan as the ``R&R Team'') of FICC's parent 
company, the Depository Trust & Clearing Corporation (``DTCC''),\9\ on 
behalf of FICC, with review and oversight by the DTCC Management 
Committee and the Board. In accordance with the SEC's Approval Order 
covering the Plan,\10\ the Board, or such committees as may be 
delegated authority by the Board from time to time, is required to 
review and approve the R&W Plan biennially and would also review and 
approve any changes that are proposed to the R&W Plan outside of the 
biennial review. FICC completed its most recent biennial review in 
2022. The proposed rule change reflects amendments proposed to the 
Plans resulting from that review, which are described in greater detail 
below. None of the proposed changes modify FICC's general objectives 
and approach with respect to its recovery and wind-down strategy as set 
forth under the current Plan.
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    \9\ DTCC operates on a shared service model with respect to FICC 
and its other affiliated clearing agencies, National Securities 
Clearing Corporation (``NSCC'') and The Depository Trust Company 
(``DTC''). Most corporate functions are established and managed on 
an enterprise-wide basis pursuant to intercompany agreements under 
which it is generally DTCC that provides relevant services to FICC, 
NSCC and DTC (collectively, the ``Clearing Agencies'').
    \10\ Supra note 6.
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A. Proposed Amendments to the R&W Plan
    FICC is proposing the changes to the following sections of the Plan 
based upon business updates and product

[[Page 63158]]

developments that have occurred since the Plan was last amended.\11\
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    \11\ Supra note 8.
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    Section 2.3 (MBSD) describes the way in which TBA transactions are 
processed by FICC. For purposes of completeness, the proposed rule 
change would augment the existing description to add that the 
processing consists of the following steps: trade matching, novation, 
the Do Not Allocate (``DNA'') process, TBA Netting, electronic pool 
notification (``EPN'') allocation, pool comparison, Pool Netting, pool 
conversion and settlement. Similarly, in the paragraph of this section 
that describes the TBA Netting process,\12\ the description would be 
expanded to include that net positions created by the TBA Netting 
process are referred to as the settlement balance order (``SBO'') 
position,\13\ which constitutes settlement obligations against which 
Members will submit pool information for the Pool Netting process or 
offset such SBO position with other SBO position or trade-for-trade 
transaction, as applicable, through the DNA process.\14\
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    \12\ See MBSD Rule 6 (TBA Netting).
    \13\ The term ``SBO'' means the settlement balance orders that 
constitute the net positions of a Clearing Member as a result of the 
TBA Netting process.
    \14\ The DNA process gives Members the ability to offset TBA 
obligations with other TBA obligations meaning that, SBO positions 
and/or trade-for-trade transactions may be offset with other SBO 
positions and/or trade for-trade transactions, as applicable, 
subject to certain restrictions.
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    Section 2.4 (Intercompany Arrangements) describes how corporate 
support services are provided to FICC from DTCC and DTCC's other 
subsidiaries, through intercompany agreements under a shared services 
model. This section includes a table, (Facilities, Table 2-B), that 
lists each of the DTCC facilities utilized by the Clearing Agencies and 
indicates whether the facility is owned or leased. FICC proposes to 
update this table to add Washington DC, London, UK, and McLean, 
Virginia as additional DTCC facility locations.
    Section 2.5 (FMI Links) \15\ describes some of the key financial 
market infrastructures (``FMIs''), both domestic and foreign, that FICC 
has identified as critical ``links.'' \16\ As set out in this section 
of the Plan, the inventory of FICC's links is maintained by DTCC's 
Systemic Risk Office (``SRO'') and the SRO has set forth a set of 
practices and protocols for managing and reviewing the various risks 
and controls associated with clearing agency links. Based on a change 
to the SRO Clearing Agency Links-Risk Review Procedures, the proposal 
would clarify that in addition to approval by the Chief Systemic Risk 
Officer, the inventory of clearing agency links is also subject to the 
approval of a Deputy General Counsel of the General Counsel's Office.
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    \15\ For purposes of consistency, under the proposed rule change 
all references to ``FMI Links'' would be revised to refer to these 
as ``Clearing Agency Links.''
    \16\ As defined in Rule 17Ad-22(a)(8) under the Act, a link 
``means, for purposes of paragraph (e)(20) of Rule 17Ad-22, a set of 
contractual and operational arrangements between two or more 
clearing agencies, financial market utilities, or trading markets 
that connect them directly or indirectly for the purposes of 
participating in settlement, cross margining, expanding their 
services to additional instruments or participants, or for any other 
purposes material to their business.'' 17 CFR 240.17Ad-22(a)(8).
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    Section 3 (Critical Services) defines the criteria for classifying 
certain of FICC's services as ``critical,'' \17\ and identifies such 
critical services and the rationale for their classification. The 
identification of FICC's critical services is important for evaluating 
how the recovery tools and the wind-down strategy would facilitate and 
provide for the continuation of FICC's critical services to the markets 
it serves. Included in this section are two tables (Table 3-B: GSD 
Critical Services and Table 3-C: MBSD Critical Services) that list each 
of the services, functions or activities that FICC has identified as 
``critical'' based on the applicability of the criteria. The proposed 
rule change would update Table 3-B to enhance the description of the 
GSD's ``Sponsored Membership Service'' by adding at the end of the 
description that this service is comprised of two available offerings, 
the Sponsored DVP service and the Sponsored GC Service.\18\
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    \17\ The criteria that is used to identify a FICC service or 
function as critical includes consideration as to whether (1) there 
is a lack of alternative providers or products; (2) the inability of 
FICC to act as a central counterparty through either Division would 
increase Members' credit risk and disrupt their ability to initiate 
new transactions; (3) the failure or disruption of the multilateral 
netting performed by each FICC Division could materially and 
negatively impact the volume of financial transactions and the 
liquidity of the U.S. Fixed Income markets; and (4) the service is 
interconnected with other participants and processes within the U.S. 
financial system (for example, with other FMIs, settlement banks, 
broker-dealers, and exchanges).
    \18\ FICC's Sponsored DVP service offers eligible clients the 
ability to lend cash or eligible collateral via FICC-cleared DVP 
repo transactions in U.S. Treasury and Agency Securities on an 
overnight and term basis, as well as outright purchases and sales of 
such securities, to be settled on a Delivery-vs-Payment (DVP) basis. 
FICC's Sponsored General Collateral service offers eligible clients 
the ability to execute general collateral repo transactions (in the 
same asset classes currently eligible for Netting Members to 
transact in via FICC's existing GCF Repo[supreg] Service) with each 
other and settle such repo transactions on the tri-party repo 
platform of BNY Mellon.
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    Section 5.2.4 (Recovery Corridor and Recovery Phase) outlines the 
early warning indicators to be used by FICC to evaluate its options and 
potentially prepare to enter the ``Recovery Phase,'' which phase refers 
to the actions to be taken by FICC to restore its financial resources 
and avoid a wind-down of its business. This section contains 
descriptions of potential stress events that could lead to recovery, 
and several early warning indicators and metrics that FICC has 
established to evaluate its options and potentially prepare to enter 
the Recovery Phase. These indicators, which are referred to in the 
Recovery Plan as recovery corridor indicators (``Corridor Indicators'' 
or ``Indicator(s)''),\19\ are calibrated against FICC's financial 
resources and are designed to give FICC the ability to replenish 
financial resources, typically through business-as-usual tools applied 
prior to entering the Recovery Phase. Included in this section is a 
table (Table 5-A: Corridor Indicators) that identifies for each 
Indicator (i) how it is measured, (ii) the basis for the evaluation of 
the status of the Indicator, (iii) the type of metrics used for 
determining the status of the deterioration or improvement of the 
Indicator, and (iv) ``Corridor Actions & Escalation,'' which are those 
steps that may be taken to improve the status of the Indicator and the 
management escalations required to authorize those steps. The proposed 
rule change would make the following clarifications to Table 5-A.
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    \19\ The majority of the Corridor Indicators, as identified in 
the Recovery Plan, relate directly to conditions that may require 
FICC to adjust its strategy for hedging and liquidating a defaulting 
Member's portfolio, and any such changes would include an assessment 
of the status of the Corridor Indicators.
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    First, for purposes of providing additional context on the 
applicable measurement, the proposed rule change would clarify the 
``Hedge Effectiveness'' Indicator \20\ set out in Table 5-A. 
Specifically, the language in the measurement column for this Indicator 
would be revised to clarify that if the hedge effectiveness measures 
are outside of the designated metrics due to certain types of factors 
(e.g., mismatch in portfolio profit and loss (``P&L'') and hedge P&L 
due to timing of initiating the hedge or the portfolio), management 
would document the performance and only escalate to the Board Risk 
Committee and Management Risk Committee if the measurement status 
deteriorates in a material respect. Second, for the ``Retirements/Trade 
Volume Reductions'' Indicator,\21\ a

[[Page 63159]]

clarification would be made to identify Client Account Management and 
FICC Global Business Operations as the internal groups responsible for 
measurement of the applicable deterioration and improvement Indicator 
metrics.
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    \20\ Hedging is a risk management strategy that would be 
employed when executing the liquidation of a defaulting Member's 
portfolio to potentially help reduce the risk of loss of an existing 
position.
    \21\ The Retirements/Transaction Reductions indicator measures 
Member terminations or curtailment of transactions that impact the 
financial viability of FICC.
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B. Other Updates, Clarifications and Technical Revisions
    FICC is also proposing to make other updates and technical 
revisions to the Plan. These technical revisions would, for example, 
make grammatical corrections, update the names of certain FICC internal 
groups, and clarify the description of internal organizations, without 
changing the substantive statements being revised.
    For example, in Section 2.4, Table 2-A (SIFMU Legal Entity 
Structure and Intercompany Agreements), for purposes of clarifying the 
full scope of services provided by FICC's affiliate, DTC, the 
description of DTC's services would be revised from ``Underwriting, 
Securities Processing, Corporate Actions,'' to ``Asset Services.'' Some 
other examples include: (i) a revision would be made throughout the 
Plan to reflect an internal name change from DTCC's ``Operational Risk 
Management'' to ``Operational Risk,'' and add a new internal 
organization, ``Embedded Risk Management,'' \22\ (ii) all references to 
``FMI Links'' would be revised to refer to these as ``Clearing Agency 
Links,'' and (iii) in the section covering DTCC facilities, the name of 
the DTCC legal entity that is the holder of the lease for the Manila 
location would be changed from ``DTCC'' to ``DTCC Manila.''
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    \22\ The Embedded Risk Management group supports the R&R Team. 
For example, they may assist in the identification of new 
initiatives, processes, or product developments that may impact 
FICC's R&W Plan.
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    FICC believes the proposed updates and technical revisions would 
improve the clarity and accuracy of the Plan and, therefore, would help 
facilitate the execution of Plan, if necessary.
2. Statutory Basis
    FICC believes that the proposal is consistent with the requirements 
of the Act and the rules and regulations thereunder applicable to a 
registered clearing agency. In particular, FICC believes that the 
amendments to the R&W Plan are consistent with section 17A(b)(3)(F) of 
the Act \23\ and Rule 17Ad-22(e)(3)(ii) under the Act \24\ for the 
reasons described below.
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    \23\ 15 U.S.C. 78q-1(b)(3)(F).
    \24\ 17 CFR 240.17Ad-22(e)(3)(ii).
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    Section 17A(b)(3)(F) of the Act requires, in part, that the rules 
of FICC be designed to promote the prompt and accurate clearance and 
settlement of securities transactions. As described above, the proposed 
rule change would update the R&W Plan to reflect business and product 
developments and make certain technical corrections. By helping to 
ensure that the R&W Plan reflects current business and product 
developments, and providing additional clarity, FICC believes that the 
proposed rule change would help it continue to maintain the Plan in a 
manner that supports the continuity of FICC's critical services and 
enables its Participants and Pledgees to maintain access to FICC's 
services through the transfer of its membership in the event FICC 
defaults or the Wind-down Plan is ever triggered by the Board. Further, 
by facilitating the continuity of its critical clearance and settlement 
services, FICC believes the Plan and the proposed rule change would 
continue to promote the prompt and accurate clearance and settlement of 
securities transactions. Therefore, FICC believes the proposed 
amendments to the R&W Plan are consistent with the requirements of 
section 17A(b)(3)(F) of the Act.
    Rule 17Ad-22(e)(3)(ii) under the Act requires FICC to establish, 
implement, maintain and enforce written policies and procedures 
reasonably designed to maintain a sound risk management framework for 
comprehensively managing legal, credit, liquidity, operational, general 
business, investment, custody, and other risks that arise in or are 
borne by the covered clearing agency, which includes plans for the 
recovery and orderly wind-down of the covered clearing agency 
necessitated by credit losses, liquidity shortfalls, losses from 
general business risk, or any other losses.\25\
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    \25\ Id.
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    Specifically, the Recovery Plan defines the risk management 
activities, stress conditions and indicators, and tools that FICC may 
use to address stress scenarios that could eventually prevent it from 
being able to provide its critical services as a going concern. Through 
the framework of the Crisis Continuum, the Recovery Plan addresses 
measures that FICC may take to address risks of credit losses and 
liquidity shortfalls, and other losses that could arise from a 
Participant default. The Recovery Plan also addresses the management of 
general business risks and other non-default risks that could lead to 
losses. The Wind-down Plan would be triggered by a determination by the 
Board that recovery efforts have not been, or are unlikely to be, 
successful in returning FICC to viability as a going concern. Once 
triggered, the Wind-down Plan sets forth clear mechanisms for the 
transfer of FICC's membership and business and is designed to 
facilitate continued access to FICC's critical services and to minimize 
market impact of the transfer. By establishing the framework and 
strategy for the execution of the transfer and wind-down of FICC in 
order to facilitate continuous access to its critical services, the 
Wind-down Plan establishes a plan for the orderly wind-down of FICC.
    As described above, the proposed rule change would update the R&W 
Plan to reflect business and product developments and make certain 
technical corrections. By ensuring that material provisions of the Plan 
are current, clear, and technically correct, FICC believes that the 
proposed amendments are designed to support the maintenance of the Plan 
for the recovery and orderly wind-down of the covered clearing agency 
necessitated by credit losses, liquidity shortfalls, losses from 
general business risk, or any other losses, and, as such, meets the 
requirements of Rule 17Ad-22(e)(3)(ii) under the Act.\26\ Therefore, 
the proposed changes would help FICC to maintain the Plan in a way that 
continues to be consistent with the requirements of Rule 17Ad-
22(e)(3)(ii).
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    \26\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

    FICC does not believe that the proposed rule change would have any 
impact, or impose any burden, on competition. FICC does not anticipate 
that the proposal would affect its day-to-day operations under normal 
circumstances, or in the management of a typical Member default 
scenario or non-default event. The R&W Plan was developed and 
documented in order to satisfy applicable regulatory requirements, as 
discussed above. The proposal is intended to enhance and update the 
Plan to ensure it is clear and remains current in the event it is ever 
necessary to be implemented. The proposed revisions would not affect 
any changes to the overall structure or operation of the Plan or FICC's 
recovery and wind-down strategy as set forth under the current Plan. As 
such, FICC believes the proposal would not have any impact, or impose 
any burden, on competition.

[[Page 63160]]

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    FICC has not received or solicited any written comments relating to 
this proposal. If any written comments are received, FICC will amend 
this filing to publicly file such comments as an Exhibit 2 to this 
filing, as required by Form 19b-4 and the General Instructions thereto.
    Persons submitting written comments are cautioned that, according 
to Section IV (Solicitation of Comments) of the Exhibit 1A in the 
General Instructions to Form 19b-4, the Commission does not edit 
personal identifying information from comment submissions. Commenters 
should submit only information that they wish to make available 
publicly, including their name, email address, and any other 
identifying information.
    All prospective commenters should follow the Commission's 
instructions on How to Submit Comments, available at www.sec.gov/regulatory-actions/how-to-submit-comments. General questions regarding 
the rule filing process or logistical questions regarding this filing 
should be directed to the Main Office of the Commission's Division of 
Trading and Markets at [email protected] or 202-551-5777.
    FICC reserves the right to not respond to any comments received.

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

    The foregoing rule change has become effective pursuant to section 
19(b)(3)(A) \27\ of the Act and paragraph (f) \28\ of Rule 19b-4 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
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    \27\ 15 U.S.C. 78s(b)(3)(A).
    \28\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-FICC-2023-013 on the subject line.

Paper Comments

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

    All submissions should refer to file number SR-FICC-2023-013. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549 on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of NSCC and on DTCC's 
website (http://dtcc.com/legal/sec-rule-filings.aspx). Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to File Number SR-FICC-2023-013 and should be submitted on 
or before October 5, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-19843 Filed 9-13-23; 8:45 am]
BILLING CODE 8011-01-P