Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 86183 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(2). 

10 15 U.S.C. 78s(b)(2)(B). 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

The proposed fee changes are not 

unfairly discriminatory among issuers of 

operating company equity securities 

because the same fee schedule will 

apply to all such issuers. Further, the 

Exchange operates in a competitive 

environment and its fees are constrained 

by competition in the marketplace. 

Other venues currently list all of the 

categories of securities covered by the 

proposed fees and if a company believes 

that the Exchange’s fees are 

unreasonable it can decide either not to 

list its securities or to list them on an 

alternative venue. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is designed to 

ensure that the fees charged by the 

Exchange accurately reflect the services 

provided and benefits realized by listed 

companies. The market for listing 

services is extremely competitive. Each 

listing exchange has a different fee 

schedule that applies to issuers seeking 

to list securities on its exchange. Issuers 

have the option to list their securities on 

these alternative venues based on the 

fees charged and the value provided by 

each listing. Because issuers have a 

choice to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed fee changes impose a burden 

on competition. 

Intramarket Competition 

The proposed amended fees will be 

charged to all listed issuers on the same 

basis. The Exchange does not believe 

that the proposed amended fees will 

have any meaningful effect on the 

competition among issuers listed on the 

Exchange. 

Intermarket Competition 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees, and because 

issuers may change their chosen listing 

venue, the Exchange does not believe its 

proposed fee change can impose any 

burden on intermarket competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to section 

19(b)(3)(A) 8 of the Act and 

subparagraph (f)(2) of Rule 19b–4 9

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such 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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under section 19(b)(2)(B) 10 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

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– 

NYSE–2023–49 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–NYSE–2023–49. 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 the 

Exchange. 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–NYSE–2023–49 and should be 

submitted on or before January 2, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27157 Filed 12–11–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99098; File No. SR–NSCC– 

2023–012] 

Self-Regulatory Organizations; 

National Securities 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, National Securities Clearing 

Corporation (‘‘NSCC’’) 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 


ddrumheller on DSK120RN23PROD with NOTICES1
86184 Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 

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). 8 15 U.S.C. 78q–1(b)(3)(F). 

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 National 

Securities Clearing Corporation 

(‘‘NSCC’’) is provided hereto [sic] as 

Exhibit 5 and amends the Clearing 

Agency Risk Management Framework 

(‘‘Risk Management Framework’’, or 

‘‘Framework’’) of NSCC and its 

affiliates, The Depository Trust 

Company (‘‘DTC’’) and Fixed Income 

Clearing Corporation (‘‘FICC,’’ and 

together with NSCC 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 

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, 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 86185 

9 Id. 

10 Id. 

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

12 17 CFR 240.19b–4(f). 13 17 CFR 200.30–3(a)(12). 

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 

NSCC 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. 

NSCC 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– 

NSCC–2023–012 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–NSCC–2023–012. 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 (https://

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–NSCC–2023–012 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. 2023–27162 Filed 12–11–23; 8:45 am] 

BILLING CODE 8011–01–P 


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