[Federal Register Volume 89, Number 124 (Thursday, June 27, 2024)]
[Notices]
[Pages 53681-53684]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-14068]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100399; File No. SR-FICC-2024-005]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Order Instituting Proceedings To Determine Whether To Approve or 
Disapprove a Proposed Rule Change, as Modified by Partial Amendment No. 
1, To Modify the GSD Rules To Facilitate Access to Clearance and 
Settlement of All Eligible Secondary Market Transactions in U.S. 
Treasury Securities

June 21, 2024.

I. Introduction

    On March 11, 2024, Fixed Income Clearing Corporation (``FICC'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change SR-FICC-2024-005 pursuant to Section 19(b) of the 
Securities Exchange Act of 1934 (``Exchange Act'') \1\ and Rule 19b-4 
\2\ thereunder to modify FICC's Government Securities Division 
(``GSD'') Rulebook (``GSD Rules'') to facilitate access to clearance 
and settlement services of all eligible secondary market transactions 
in U.S. Treasury securities.\3\ On March 19, 2024, FICC filed Partial 
Amendment No. 1 to make clarifications and corrections \4\ to the 
proposed rule change. The proposed rule change, as modified by Partial 
Amendment No. 1, is referred to herein as the ``Proposed Rule Change.'' 
The Proposed Rule Change was published for public comment in the 
Federal Register on March 27, 2024.\5\ The Commission has received 
comments regarding the substance of the changes proposed in the 
Proposed Rule Change.\6\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Notice of Filing supra note 5, at 89 FR 21363.
    \4\ Partial Amendment No. 1 made clarifications and corrections 
to the description of the proposed rule change and Exhibit 5. 
Specifically, as originally filed, the description of the proposed 
rule change made a reference to an incorrect section of the GSD 
Rulebook. Partial Amendment No. 1 corrects that reference. 
Additionally, as originally filed, the description of the proposed 
rule change and Exhibit 5 contained inconsistent references 
regarding whether FICC or its Board would be responsible for 
approving membership applications and related membership matters. 
Partial Amendment No. 1 clarifies and corrects those references. 
These clarifications and corrections have been incorporated, as 
appropriate, into the description of the proposed rule change in 
this order instituting proceedings.
    \5\ Securities Exchange Act Release No. 99817 (March 21, 2024), 
89 FR 21362 (March 27, 2024) (File No. SR-FICC-2024-005) (``Notice 
of Filing'').
    \6\ Comments on the Proposed Rule Change are available at 
https://www.sec.gov/comments/sr-ficc-2024-005/srficc2024005.htm.
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    On May 1, 2024, pursuant to Section 19(b)(2) of the Exchange 
Act,\7\ the Commission designated a longer period within which to 
approve, disapprove, or institute proceedings to determine whether to 
approve or disapprove the Proposed Rule Change.\8\ The Commission is 
instituting proceedings, pursuant to Section 19(b)(2)(B) of the 
Exchange Act,\9\ to determine whether to approve or disapprove the 
Proposed Rule Change.
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    \7\ 15 U.S.C. 78s(b)(2).
    \8\ Securities Exchange Act Release No. 100031 (Apr. 25, 2024), 
89 FR 35269 (May 1, 2024) (File No. SR-FICC-2023-005).
    \9\ 15 U.S.C. 78s(b)(2)(B).
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II. Summary of the Proposed Rule Change

A. Background

    FICC, through GSD, serves as a central counterparty and provides 
real-time trade matching, clearing, risk management and netting for 
cash purchases and sales of U.S. Treasury securities as well as 
repurchase and reverse repurchase transactions involving U.S. Treasury 
securities. Currently, FICC is the sole provider of clearance and 
settlement services for U.S. Treasury securities.
    On December 13, 2023, the Commission adopted amendments to the 
standards applicable to covered clearing agencies, such as FICC,\10\ 
requiring each such clearing agency for U.S. Treasury securities to 
have written policies and procedures reasonably designed to, among 
other things, ensure that it has appropriate means to facilitate access 
to clearance and settlement services of all eligible secondary market 
transactions in U.S. Treasury securities, including those of the 
clearing agency's direct and indirect participants.\11\
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    \10\ A ``covered clearing agency'' is, among other things, a 
registered clearing agency that provides the services of a central 
counterparty, and a central counterparty is a clearing agency that 
interposes itself between the counterparties to securities 
transactions, acting functionally as the buyer to every seller and 
the seller to every buyer. 17 CFR 240.17Ad-22(a); see also 15 U.S.C. 
78c(a)(23) (defining a clearing agency). FICC is a clearing agency 
registered with the Commission under Section 17A of the Exchange Act 
(15 U.S.C. 78q-1), and it acts as a central counterparty.
    \11\ 17 CFR 240.17Ad-22(e)(18)(iv)(C). See Securities Exchange 
Act Release No. 99149 (Dec. 13, 2023), 89 FR 2714 (Jan. 16, 2024) 
(``Adopting Release'', and the rules adopted therein referred to 
herein as ``Treasury Clearing Rules''). FICC must implement the new 
requirements of Rule 17Ad-22(e)(18)(iv)(C) by March 31, 2025. FICC 
will file separate proposed rule changes to address other 
requirements applicable to it and adopted as part of the Treasury 
Clearing Rules.
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    GSD's central counterparty services are currently available 
directly to entities that are approved under the GSD Rules \12\ to be 
Netting Members.\13\
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    \12\ The GSD Rules are available at https://www.dtcc.com/~/
media/Files/Downloads/legal/rules/ficc_gov_rules.pdf. Terms not 
otherwise defined herein are defined in the GSD Rules.
    \13\ See Rule 2, supra note 12.
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    Currently, there are different Netting Member application 
categories based upon the type of legal entity (i.e., Bank Netting 
Member, Dealer Netting Member, Inter-Dealer Broker Netting Member) and 
whether an entity is incorporated in the United States or not (i.e., a 
Foreign Netting Member). Netting Member applicants must meet both 
financial and operational minimum eligibility requirements \14\ and, as 
GSD Members, must adhere to ongoing minimum membership standards.\15\ 
Furthermore, both the minimum eligibility requirements and ongoing 
standards vary depending on the relevant Netting Membership category. 
However, in general, all Netting Member categories may access the 
services

[[Page 53682]]

available through GSD's Comparison System \16\ and Netting System.\17\
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    \14\ See Rule 2A, supra note 12.
    \15\ See Rule 3, supra note 12.
    \16\ See Rule 5, supra note 12. GSD also has a limited 
membership that permits Comparison-Only Members to participate only 
in its Comparison System. FICC does not act as a central 
counterparty for activity processed through its Comparison System 
and the services offered through its Comparison System are not 
guaranteed by FICC.
    \17\ See Rule 11, supra note 12.
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    Market participants may also access GSD's clearing services 
indirectly through a Netting Member. There are currently two indirect 
participation models to facilitate this--the Sponsored Service \18\ and 
the correspondent clearing/prime broker services.\19\ Each of these 
indirect participation models gives market participants different 
options to consider in accessing FICC's clearance and settlement 
services. The primary difference between the two models is that an 
indirect participant who becomes a Sponsored Member must establish an 
indirect, limited purpose GSD membership, whereas the correspondent 
clearing/prime broker services do not require an indirect member to 
establish any relationship with GSD.
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    \18\ See Rule 3A, supra note 12.
    \19\ See Rule 8, supra note 12.
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    The Sponsored Service permits Netting Members, approved under the 
GSD Rules as ``Sponsoring Members,'' to sponsor certain institutional 
firms, referred to as ``Sponsored Members,'' into GSD membership. The 
Sponsoring Member is permitted to submit to FICC for comparison, 
novation, and netting certain types of eligible transactions either 
between itself and its Sponsored Members (i.e., ``done with''), or 
between the Sponsored Members and other third-party Netting Members 
(i.e., ``done away''). For operational and administrative purposes, a 
Sponsored Member appoints its Sponsoring Member to act as processing 
agent with respect to the Sponsored Member's satisfaction of its 
securities and funds-only settlement obligations.\20\
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    \20\ See Rule 3A, supra note 12. An entity that chooses to 
become a Sponsoring Member retains its status as a Netting Member 
and can continue to submit any non-Sponsored Member activity to FICC 
as such.
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    A Sponsored Member is a GSD Member and the legal counterparty to 
FICC for any submitted transactions.\21\ However, the Sponsoring Member 
unconditionally guarantees to FICC the Sponsored Member's performance 
under a Sponsoring Member Guaranty, which guarantees to FICC the 
payment and performance of a Sponsored Member's obligations to 
FICC.\22\ Therefore, FICC relies on the financial resources of the 
Sponsoring Member in relying upon the Sponsoring Member Guaranty. If a 
Sponsoring Member fails to perform under the Sponsoring Member 
Guaranty, FICC may cease to act for the Sponsoring Member both as a 
Sponsoring Member as well as a Netting Member.
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    \21\ See Rule 3A, section 7 (describing novation of Sponsored 
Member Trades) and 2 (identifying membership types), supra note 12.
    \22\ See Rules 3A (describing the operation of the Sponsoring 
Member Guaranty) and 1 (defining the Sponsoring Member Guaranty), 
supra note 12.
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    Netting Members may also submit to FICC eligible activity on behalf 
of their customers through the correspondent clearing/prime broker 
services. Currently, the Netting Member is referred to as the 
``Submitting Member'' and the customer is referred to as the 
``Executing Firm.'' \23\ Unlike the Sponsored Service, FICC has no 
relationship with the Executing Firm, and all obligations (i.e., margin 
and settlement) under the GSD Rules remain with the Submitting Member. 
Executing Firms may execute trades with any Netting Member, including 
their submitting Netting Member (i.e., ``done with'' transactions), or 
a customer of any other Netting Member in clearing (i.e., ``done away'' 
transactions). Additionally, Submitting Members have the option of 
either netting Executing Firm activity with other activity they submit 
to FICC (i.e., Submitting Member proprietary activity) or segregating 
Executing Firm activity in separate accounts. In all cases, however, 
the Submitting Member must identify the relevant Executing Firm(s) on 
the FICC transaction submission file.
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    \23\ See Rule 8, supra note 12. There are no operational 
differences between the current correspondent clearing service and 
the prime broker service. FICC provides a report to prime brokers 
that identifies margin calculation for their customers transactions 
and does not provide such report to Members using the correspondent 
clearing service. FICC would provide consistent reporting to all 
Agent Clearing Members under the proposal.
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B. Proposed Changes

    First, FICC proposes to re-name GSD's existing correspondent 
clearing/prime broker services the ``Agent Clearing Service,'' which 
would continue to allow Netting Members to submit, on behalf of their 
customers, transactions to FICC for novation. FICC believes that this 
proposed change would improve the transparency of the GSD Rules 
regarding the availability and operations of this service to both 
Netting Members and, indirectly, their customers.\24\ FICC also 
believes this proposed change would enhance the ability of indirect 
participants to identify the correspondent clearing/prime broker 
services as a workable ``done away'' model that allows indirect 
participants to access clearing through multiple direct 
participants.\25\
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    \24\ See Notice of Filing supra note 5, at 89 FR 21365.
    \25\ See id.
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    FICC would require Agent Clearing Members to process and record 
their customers' activity in separate ``Agent Clearing Member Omnibus 
Accounts'' to facilitate FICC's ability to monitor and, ultimately, 
risk manage that activity appropriately. FICC would also require Agent 
Clearing Members to provide FICC with certain customer information, 
pursuant to the existing ongoing membership requirements in the GSD 
Rules. FICC believes this information sharing would better enable FICC 
to identify and manage the risks posed by such indirect participants 
and would support FICC's compliance with the requirements of Rule 17ad-
22(e)(18)(iii) under the Exchange Act to monitor compliance with its 
participation requirements on an ongoing basis.\26\
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    \26\ See id.; 17 CFR 240.17Ad-22(e)(18)(iii).
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    Second, FICC proposes to update certain qualifications for GSD's 
membership categories. These proposed rule changes would (1) eliminate 
the current two Sponsoring Member categories and apply to all 
Sponsoring Members the qualifications applicable to the current 
Category 2 Sponsoring Members, (2) remove the requirement that 
Sponsored Members either be ``qualified institutional buyers'' as such 
term is defined by Rule 144A under the Securities Act of 1933,\27\ or 
satisfy the financial requirements of such definition, (3) clarify the 
eligibility criteria for non-U.S. Netting Member applicants, and (4) 
describe how FICC may consider Netting Member applicants that do not 
qualify under an existing Netting Member category. FICC believes these 
proposed changes would support FICC's continued maintenance of 
objective, risk-based and publicly disclosed participation criteria 
and, therefore, facilitate open access to GSD's clearing services.\28\
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    \27\ 17 CFR 230.144A.
    \28\ See Notice of Filing supra note 5, at 89 FR 21365.
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    Finally, FICC proposes changes to the GSD Rules designed to 
describe the criteria and related requirements regarding direct and 
indirect access to GSD's clearing services. FICC believes these 
proposed changes should enhance the ability of market participants, and 
in particular indirect participants, to understand and evaluate the 
comparative tradeoffs of using GSD's

[[Page 53683]]

central clearing services depending on the relevant access model.\29\
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    \29\ See id.
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III. Proceedings To Determine Whether To Approve or Disapprove the 
Proposed Rule Change and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Exchange Act to determine whether the Proposed Rule 
Change should be approved or disapproved.\30\ Institution of 
proceedings is appropriate at this time in view of the legal and policy 
issues raised by the Proposed Rule Change. Institution of proceedings 
does not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, the Commission seeks and 
encourages interested persons to comment on the Proposed Rule Change, 
which would provide the Commission with arguments to support the 
Commission's analysis as to whether to approve or disapprove the 
Proposed Rule Change.
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    \30\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Exchange Act,\31\ the 
Commission is providing notice of the grounds for disapproval under 
consideration. The Commission is instituting proceedings to allow for 
additional analysis of, and input from commenters with respect to, the 
Proposed Rule Change's consistency with Section 17A of the Exchange Act 
\32\ and the rules thereunder, including the following provisions:
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    \31\ Id.
    \32\ 15 U.S.C. 78q-1.
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     Section 17A(b)(3)(F) of the Exchange Act,\33\ which 
requires, among other things, that the rules of a clearing agency are 
designed to promote the prompt and accurate clearance and settlement of 
securities transactions, as well as to foster cooperation and 
coordination with persons engaged in the clearance and settlement of 
securities transactions; and, in general, to protect investors and the 
public interest;
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    \33\ 15 U.S.C. 78q-1(b)(3)(F).
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     Rule 17ad-22(e)(18)(i) under the Exchange Act,\34\ which 
requires that a covered clearing agency establish, implement, maintain, 
and enforce written policies and procedures reasonably designed to 
establish objective, risk-based, and publicly disclosed criteria for 
participation, which permit fair and open access by direct and, where 
relevant, indirect participants and other financial market utilities;
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    \34\ 17 CFR 240.17ad-22(e)(18)(iii).
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     Rule 17ad-22(e)(18)(ii) under the Exchange Act,\35\ which 
requires that a covered clearing agency establish, implement, maintain, 
and enforce written policies and procedures reasonably designed to 
establish objective, risk-based, and publicly disclosed criteria for 
participation, which require participants to have sufficient financial 
resources and robust operational capacity to meet obligations arising 
from participation in the clearing agency;
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    \35\ 17 CFR 240.17ad-22(e)(18)(iii).
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     Rule 17ad-22(e)(18)(iv)(C) under the Exchange Act,\36\ 
which requires that a covered clearing agency establish, implement, 
maintain, and enforce written policies and procedures reasonably 
designed to establish objective, risk-based, and publicly disclosed 
criteria for participation, which, when the covered clearing agency 
provides central counterparty services in transactions in U.S. Treasury 
securities, ensure that it has appropriate means to facilitate access 
to clearance and settlement services of all eligible secondary market 
transactions in U.S. Treasury securities, including those of indirect 
participants;
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    \36\ 17 CFR 240.17ad-22(e)(18)(iv)(C).
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     Rule 17ad-22(e)(19) under the Exchange Act,\37\ which 
requires that a covered clearing agency establish, implement, maintain, 
and enforce written policies and procedures reasonably designed to 
identify, monitor, and manage the material risks to the covered 
clearing agency arising from arrangements in which firms that are 
indirect participants in the covered clearing agency rely on the 
services provided by direct participants to access the covered clearing 
agency's payment, clearing, or settlement facilities; and
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    \37\ 17 CFR 240.17ad-22(e)(19).
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     Rule 17ad-22(e)(23)(ii) under the Exchange Act,\38\ which 
requires that a covered clearing agency establish, implement, maintain, 
and enforce written policies and procedures reasonably designed to 
provide sufficient information to enable participants to identify and 
evaluate the risks, fees, and other material costs they incur by 
participating in the covered clearing agency.
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    \38\ 17 CFR 240.17ad-22(e)(23)(ii).
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    The Commission asks that the commenters address the sufficiency of 
FICC's statements in support of the Proposed Rule Change, which are set 
forth in the Notice of Filing, in addition to any other comments they 
may wish to submit about the Proposed Rule Change. In particular, the 
Commission seeks comment on the following questions and asks commenters 
to submit data where appropriate to support their views.
    1. What are commenters' views on whether the changes in the 
Proposed Rule Change are consistent with Rule 17ad-22(e)(18)(iv)(C), 
i.e., that it is reasonably designed to ensure that FICC has 
appropriate means to facilitate access to clearance and settlement 
services of all eligible secondary market transactions covered by Rule 
17ad-22(e)(18)(iv)(A), including the transactions of indirect 
participants? With respect to how the proposed rule change addresses 
``done with'' and ``done away'' transactions of indirect participants 
(as those transactions were described in part II.A above), what are 
commenters' views about whether that proposed approach is consistent 
with Rule 17ad-22(e)(18)(iv)(c) and Section 17A(b)(3) of the Exchange 
Act?
    2. As suggested by commenters, should the proposed rule change be 
revised to include additional requirements for the proposed change to 
meet Rule 17ad-22(e)(18)(iv)(C)'s requirement that the proposed rule 
facilitate access to clearance and settlement of all eligible secondary 
market transaction of all eligible secondary market transactions 
covered by Rule 17ad-22(e)(18)(iv)(A), including the transactions of 
indirect participants?
    3. For example, in terms of additional requirements, what are 
commenters' views on whether FICC needs to include a porting mechanism 
(i.e., a process at FICC to transfer a customer's positions from one 
direct participant to another, particularly in the event of the default 
of the direct participant submitting the customer's positions) \39\ in 
order for the rules to facilitate access to clearance and settlement 
services?
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    \39\ See, e.g., Letter from Robert Toomey, Head of Capital 
Markets, Managing Director/Associate General Counsel, Securities 
Industry and Financial Markets Association (May 22, 2024), at 4; 
Letter from Katherine Darras, General Counsel, International Swaps 
and Derivatives Association (Apr. 17, 2024) at 5 (stating that FICC 
should include a porting mechanism or process in its Rules), 
available at https://www.sec.gov/comments/sr-ficc-2024-005/srficc2024005.htm.
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    4. In addition, what are commenters' views on whether changes to 
particular clearing models at FICC are necessary for the rules to 
facilitate access to clearance and settlement services? Which clearing 
model(s) (i.e., Sponsored or Agent Clearing Programs), and which margin 
configuration(s), (i.e., segregated and/or net), are the most

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appropriate place to make such requirements? \40\
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    \40\ See, e.g., Letter from Jennifer W. Han, Executive Vice 
President, Chief Counsel and Head of Regulatory Affairs, MFA, at 7 
(Apr. 17, 2024) stating that FICC should, with respect to a direct 
participant that offers clearing services to an indirect 
participant, require the direct participant to allow, but not 
require, the direct participant to post or finance its own margin 
for the transactions it clears at FICC, and, if the indirect 
participant chooses to post or finance its own margin, require the 
direct participant to accept done-away transactions executed by the 
indirect participant with third parties), available at https://www.sec.gov/comments/sr-ficc-2024-007/srficc2024007-461691-1208034.pdf.
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    5. Are there other steps FICC must take for the proposed rule 
change to facilitate those transactions consistent with Section 17A of 
the Exchange Act, including, but not limited to, Section 17A(b)(3)(E)?

IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the Proposed Rule Change. In particular, the Commission invites 
the written views of interested persons concerning whether the Proposed 
Rule Change is consistent with Section 17A(b)(3)(F) \41\ and Rules 
17ad-22(e)(18)(iii), (e)(18)(iv)(C), (e)(19), and (e)(23)(ii) \42\ of 
the Exchange Act, or any other provision of the Exchange Act, or the 
rules and regulations thereunder. Although there do not appear to be 
any issues relevant to approval or disapproval that would be 
facilitated by an oral presentation of views, data, and arguments, the 
Commission will consider, pursuant to Rule 19b-4(g) under the Exchange 
Act,\43\ any request for an opportunity to make an oral 
presentation.\44\
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    \41\ 15 U.S.C. 78q-1(b)(3)(F).
    \42\ 17 CFR 240.17Ad-22(e)(18)(iii), 17 CFR 240.17Ad-
22(e)(18)(iv)(C), 17 CFR 240.17Ad-22(e)(19), and 17 CFR 240.17Ad-
22(e)(23)(ii).
    \43\ 17 CFR 240.19b-4(g).
    \44\ Section 19(b)(2) of the Exchange Act grants to the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Acts Amendments of 1975, Senate Comm. 
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
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    The Commission asks that commenters address the sufficiency of 
FICC's statements in support of the Proposed Rule Change, which are set 
forth in the Notice of Filing \45\ in addition to any other comments 
they may wish to submit about the Proposed Rule Change.
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    \45\ See Notice of Filing, supra note 5.
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    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-FICC-2024-005 on the subject line.

Paper Comments

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

All submissions should refer to file number SR-FICC-2024-005. 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 such filing also will be available for 
inspection and copying at the principal office of FICC and on FICC's 
website (www.dtcc.com/legal/sec-rule-filings).
    Do not include personal identifiable information in submissions; 
you should submit only information that you wish to make available 
publicly. We may redact in part or withhold entirely from publication 
submitted material that is obscene or subject to copyright protection.
    All submissions should refer to File Number SR-FICC-2024-005 and 
should be submitted on or before July 18, 2024. Rebuttal comments 
should be submitted by August 1, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\46\
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    \46\ 17 CFR 200.30-3(a)(31).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-14068 Filed 6-26-24; 8:45 am]
BILLING CODE 8011-01-P