86186 Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 

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). 

5See Securities Exchange Act Release Nos. 81635 

(September 15, 2017), 82 FR 44224 (September 21, 

2017) (SR–DTC–2017–013; SR–FICC–2017–016; 

SR–NSCC–2017–012) (‘‘Initial Filing’’) and 

Securities Exchange Act Release Nos. 89271 (July 

09, 2020), 85 FR 42933 (July 15, 2020) (SR–NSCC– 

2020–012); Securities Exchange Act Release No. 

89269 (July 09, 2020), 85 FR 42954 (July 15, 2020) 

(SR–DTC–2020–009); and Securities Exchange Act 

Release No. 89270 (July 09, 2020), 85 FR 42927 

(July 15, 2020) (SR–FICC–2020–007) (together with 

the Initial Filing, the ‘‘Framework Filings’’) 

6Supra note 5. 

7 17 CFR 240.17Ad–22(e)(1), (3), (20), (21), (22) 

and (23). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99097; File No. SR–FICC– 

2023–016] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Clearing Agency Risk Management 

Framework 

December 6, 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 December 

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. FICC 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. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change of Fixed 

Income Clearing Corporation (‘‘FICC’’) is 

provided hereto [sic] as Exhibit 5 and 

amends the Clearing Agency Risk 

Management Framework (‘‘Risk 

Management Framework’’, or 

‘‘Framework’’) of FICC and its affiliates, 

The Depository Trust Company (‘‘DTC’’) 

and National Securities Clearing 

Corporation (‘‘NSCC,’’ and together with 

FICC and DTC, the ‘‘Clearing 

Agencies’’).5 The proposed rule change 

would amend the Risk Management 

Framework to clarify and revise the 

descriptions of certain matters within 

the Framework, as further described 

below. The proposed changes would 

update and clarify the Risk Management 

Framework but do not reflect changes to 

how the Clearing Agencies comply with 

the applicable requirements of Rule 

17Ad–22(e), as described in greater 

detail below. 

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 

The Clearing Agencies adopted the 

Risk Management Framework 6 to 

provide an outline for how each of the 

Clearing Agencies (i) maintains a wellfounded, clear, transparent and 

enforceable legal basis for each aspect of 

its activities; (ii) comprehensively 

manages legal, credit, liquidity, 

operational, general business, 

investment, custody, and other risks 

that arise in or are borne by it; (iii) 

identifies, monitors, and manages risks 

related to links it establishes with one 

or more clearing agencies, financial 

market utilities, or trading markets; (iv) 

meets the requirements of its 

participants and the markets it serves 

efficiently and effectively; (v) uses, or at 

a minimum accommodates, relevant 

internationally accepted communication 

procedures and standards in order to 

facilitate efficient payment, clearing and 

settlement; and (vi) publicly discloses 

certain information, including market 

data. In this way, the Risk Management 

Framework currently supports the 

Clearing Agencies’ compliance with 

Rules 17Ad–22(e)(1), (3), (20), (21), (22) 

and (23) of the Standards,7 as described 

in the Framework Filings. In addition to 

setting forth the way each of the 

Clearing Agencies addresses these 

requirements, the Risk Management 

Framework also contains a section titled 

‘‘Framework Ownership and Change 

Management’’ that, among other 

matters, describes the Framework 

ownership and the required governance 

process for review and approval of 

changes to the Framework. In 

connection with the annual review and 

approval of the Framework by the Board 

of Directors of NSCC, DTC and FICC 

(each a ‘‘Board’’ and collectively, the 

‘‘Boards’’), the Clearing Agencies are 

proposing to make certain revisions to 

the Framework. 

The proposed changes would clarify 

and enhance the descriptions in the 

Risk Management Framework, for 

example, (i) clarify the cadence of 

publication of disclosure frameworks; 

(ii) clarify the description of the 

Clearing Agencies recovery and winddown processes and procedures; and 

(iii) make other non-substantive 

clarifying and clean-up changes to the 

Framework. Each of these categories of 

changes are discussed in further detail 

below. 

i. Proposed Amendment To Clarify the 

Cadence of Publication of Disclosure 

Frameworks 

Section 4.1 of the Framework 

describes certain tools provided to 

Clearing Agency participants to assist 

participants in understanding the 

Clearing Agencies’ products and 

services and their use. One such tool is 

the publication of disclosure 

frameworks to the DTCC website. The 

proposed change would enhance the 

description in the third bullet of Section 

4.1, to add that although each of the 

Clearing Agencies publish to the DTCC 

website disclosure frameworks that are 

updated on a biennial basis, such 

frameworks are also updated more 

frequently for material changes. 

ii. Proposed Amendment To Clarify the 

Description of Recovery and WindDown 

Section 5 of the Framework describes 

the Clearing Agencies identification of 

scenarios that may potentially prevent 

them from being able to provide critical 

operations and services, and assessment 

of options for recovery and orderly 

wind-down, and maintenance of 

appropriate plans for recovery and 

orderly wind-down. The proposed 

changes to Section 5 are primarily 

rephrasing and grammatical choices that 

clarify the Framework and conform the 

language in the Framework to the 

Clearing Agencies’ stand-alone Recovery 

and Wind-Down Plans. 

iii. Proposed Amendment To Make 

Other Non-Substantive Clarifying 

Changes 

These proposed changes consist of 

rephrasing for clarity and removal of 

unnecessary language in the 

Framework. These changes include: (i) 

changes to Section 1 to simplify the 

description of other documentation of 

the Clearing Agencies that support the 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 86187 

8 15 U.S.C. 78q–1(b)(3)(F). 

9 Id. 10 Id. 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f). 

activities described in the Framework 

by removing statements regarding the 

maintenance of those documents that 

are not relevant to the operation of this 

Framework and removing redundant 

sentences; (ii) add ‘‘and’’ for 

grammatical purposes in the second 

sentence of the last paragraph of Section 

3.2 as well as the words ‘‘when 

required’’ as clarifying language; (3) 

remove the words ‘‘Market Risk’’ from 

the heading ‘‘Clearing Agency Stress 

Testing Framework’’ in Section 3.3.3 

and add ‘‘liquidity resources’’ to align 

with other documentation of the 

Clearing Agencies; (4) deletion of the 

word ‘‘all’’ in various sentences in 

Section 4.2.2, as unnecessary. 

2. Statutory Basis 

The Clearing Agencies believe that the 

proposed changes are consistent with 

section 17A(b)(3)(F) of the Act 8 for the 

reasons described below. Section 

17A(b)(3)(F) of the Act requires, in part, 

that the rules of a registered clearing 

agency be designed to promote the 

prompt and accurate clearance and 

settlement of securities transactions, 

and to assure the safeguarding of 

securities and funds which are in the 

custody or control of the clearing agency 

or for which it is responsible.9 The 

proposed changes would clarify the 

descriptions of certain matters within 

the Framework to improve 

comprehensiveness and align with other 

documentation of the Clearing Agencies, 

as described above. By creating clearer, 

updated descriptions, the Clearing 

Agencies believe that the proposed 

changes would make the Risk 

Management Framework more effective 

in providing an overview of the 

important risk management activities of 

the Clearing Agencies, as described 

therein. 

As described in the Framework 

Filings, the risk management functions 

described in the Risk Management 

Framework allow the Clearing Agencies 

to continue to promote the prompt and 

accurate clearance and settlement of 

securities transactions and continue to 

assure the safeguarding of securities and 

funds which are in their custody or 

control or for which they are 

responsible notwithstanding the default 

of a member of an affiliated family. The 

proposed changes to improve the clarity 

and accuracy of the descriptions of risk 

management functions within the 

Framework would assist the Clearing 

Agencies in carrying out these risk 

management functions. Therefore, the 

Clearing Agencies believe these 

proposed changes are consistent with 

the requirements of section 17A(b)(3)(F) 

of the Act.10

(B) Clearing Agency’s Statement on 

Burden on Competition 

The Clearing Agencies do not believe 

that the proposed changes to the 

Framework described above would have 

any impact, or impose any burden, on 

competition. As described above, the 

proposed rule changes would improve 

the comprehensiveness of the 

Framework by creating clearer, updated 

descriptions, thereby making the Risk 

Management Framework more effective 

in providing an overview of the 

important risk management activities of 

the Clearing Agencies. As such, the 

Clearing Agencies do not believe that 

the proposed rule changes would have 

any impact on competition. 

(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, they will be publicly filed as 

an Exhibit 2 to this filing, as required by 

Form 19b–4 and the General 

Instructions thereto. 

Persons submitting 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 

https://www.sec.gov/regulatory-actions/ 

how-to-submitcomments. 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 

tradingandmarkets@sec.gov or 202– 

551–5777. 

FICC reserves the right not to 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) 11 of the Act and paragraph 

(f) 12 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. 

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 rule-comments@

sec.gov. Please include file number SR– 

FICC–2023–016 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–2023–016. 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 FICC 

and on DTCC’s website (https://

dtcc.com/legal/sec-rule-filings.aspx). Do 

not include personal identifiable 


ddrumheller on DSK120RN23PROD with NOTICES1
86188 Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 

13 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Exchange Act Release No. 95417 (Aug. 3, 

2022), 87 FR 48530 (Aug. 9, 2022), File No. SR– 

MSRB–2022–06 (establishing the MSRB’s Annual 

Rate Card Process with respect to the setting of 

certain fee rates each calendar year (an ‘‘Annual 

Rate Card’’) and setting the initial Rate Card Fees 

through December 31, 2023) (the ‘‘Annual Rate Card 

Process Notice’’). 

4The MSRB has designated the proposed rule 

change as establishing or changing a due, fee, or 

other charge under Section 19(b)(3)(A)(ii) of the 

Exchange Act (15 U.S.C. 78s(b)(3)(A)(ii)) and Rule 

19b–4(f)(2) (17 CFR 240.19b–4(f)(2)) thereunder. 

5Rate Card Fees for activities occurring prior to 

the January 1, 2024 effectiveness of the new rates 

will continue to accrue at the rates in effect prior 

to that date. 

6See supra note 3. 

7Available at https://www.msrb.org/MSRBFunding-Policy-0. The board of directors of the 

MSRB approved its current Funding Policy on July 

28, 2022 with an effective date of October 1, 2022. 

8See Section 15B(b)(2)(J) of the Exchange Act (15 

U.S.C. 78o–4(b)(2)(J)). 

9The MSRB anticipates amending the rates of 

assessment for the Rate Card Fees specified in the 

2024 Rate Card with a subsequent rule filing with 

the Commission that would become effective as of 

January 1, 2025 for the calendar year 2025. 

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–2023–016 and 

should be submitted on or before 

January 2, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27160 Filed 12–11–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99096; File No. SR–MSRB– 

2023–06] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Establish the 2024 Rate 

Card Fees for Dealers and Municipal 

Advisors Pursuant to MSRB Rules A– 

11 and A–13 

December 6, 2023. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on November 30, 2023, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’ 

or ‘‘Board’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the MSRB. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The MSRB filed with the Commission 

a proposed rule change to amend, 

consistent with the MSRB’s annual ratesetting process (‘‘Annual Rate Card 

Process’’): 3 (i) Supplementary Material 

.01 to Rule A–11 to modify the rate of 

assessment for the annual rate card fees 

on municipal advisors for covered 

professionals under Rule A–11(b) (the 

‘‘Municipal Advisor Professional Fee’’); 

and (ii) Supplementary Material .01 to 

Rule A–13 to modify the rate of 

assessments for the annual rate card fees 

on brokers, dealers, and municipal 

securities dealers (collectively, 

‘‘dealers’’) for certain underwriting fees 

under Rule A–13(b), transaction fees 

under Rule A–13(d)(i) and (ii), and trade 

count fees under Rule A–13(d)(iv)(a) 

and (b) (collectively, the ‘‘Market 

Activity Fees’’ and, together with the 

Municipal Advisor Professional Fee, the 

‘‘Rate Card Fees’’). The proposed 

amendments to Supplementary Material 

.01 to Rule A–11 and Supplementary 

Material .01 to Rule A–13 collectively 

make up the ‘‘proposed rule change’’. 

The MSRB has designated the 

proposed rule change for immediate 

effectiveness.4 The new Rate Card Fees 

reflected in the proposed rule change 

will become effective as of January 1, 

2024.5

The text of the proposed rule change 

is available on the MSRB’s website at 

https://msrb.org/2023-SEC-Filings, at 

the MSRB’s principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

MSRB 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 MSRB has 

prepared summaries, set forth in 

Sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend the rate of 

assessments for the MSRB’s Rate Card 

Fees under its Annual Rate Card 

Process. The Annual Rate Card Process 

was established in 2022 to create a 

process by which the four individual 

Rate Card Fees would be adjusted on an 

annual basis under a single rate setting 

process.6 In conjunction with the 

establishment of the Annual Rate Card 

Process, the MSRB established its initial 

Annual Rate Card to implement Rate 

Card Fees intended to remain in effect 

through calendar year 2023 (the ‘‘2023 

Rate Card’’), with new Rate Card Fees 

expected to be established for 

subsequent calendar years. Pursuant to 

this process and consistent with the 

MSRB’s funding policy (the ‘‘MSRB 

Funding Policy’’),7 the MSRB has 

conducted its annual review of the Rate 

Card Fees and has determined that an 

adjustment is necessary and appropriate 

to defray the costs and expenses of 

operating and administering the MSRB.8

Accordingly, the proposed rule change 

would effectuate a new Annual Rate 

Card (the ‘‘2024 Rate Card’’) which will 

remain in effect until a subsequent 

proposed rule change amending the 

Rate Card Fees becomes effective.9

MSRB Review of the Proposed Rate 

Card Fees for Fiscal Year 2024 

The MSRB undertook the Annual Rate 

Card Process as described in the MSRB 

Funding Policy to establish the 

proposed Rate Card Fees for 2024. The 

Annual Rate Card Process is intended to 

establish a fee structure that is more 

transparent and predictable for the 

MSRB’s stakeholders while also 

retaining the MSRB’s flexibility to react 

to changing market or budgetary 

circumstances when establishing 

reasonable fees to be paid by regulated 

entities. The Annual Rate Card Process 

consists of: (i) developing the fiscal year 

operational funding level for the 

upcoming fiscal year, (ii) reconciling 

any material reserves variances, (iii) 

incorporating other anticipated revenue 

for the upcoming fiscal year, (iv) 

validating contribution targets and 

reconciling any rate card fee variances 

from the prior fiscal year, and (v) setting 

rates of assessment for the Annual Rate 

Card based on forecasted volume of 

activity for the coming fiscal year. 

Development of the Fiscal Year 

Operational Funding Level. In July 

2023, the board of directors of the MSRB 


ddrumheller on DSK120RN23PROD with NOTICES1