Federal Register / Vol. 88, No. 238 / Wednesday, December 13, 2023 / Notices 86429 

35For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

36 17 CFR 200.30–3(a)(12), (59). 

1Although the rules under Section 8(b) of the 

Investment Company Act are generally procedural 

in nature, two of the rules require respondents to 

disclose some limited information. Rule 8b–3 (17 

CFR 270.8b–3) provides that whenever a 

registration form requires the title of securities to 

be stated, the registrant must indicate the type and 

general character of the securities to be issued. Rule 

8b–22 (17 CFR 270.8b–22) provides that if the 

existence of control is open to reasonable doubt, the 

registrant may disclaim the existence of control, but 

it must state the material facts pertinent to the 

possible existence of control. The information 

required by both of these rules is necessary to 

ensure that investors have clear and complete 

information upon which to base an investment 

decision. 

designates the proposed rule change 

operative upon filing.35

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

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– 

NASDAQ–2023–051 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–NASDAQ–2023–051. 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–NASDAQ–2023–051 and should be 

submitted on or before January 3, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.36

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27259 Filed 12–12–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–135, OMB Control No. 

3235–0176] 

Proposed Collection; Comment 

Request; Extension: Rule 8b–1 to 8b– 

5; 8b–10 to 8b–22; and 8b–25 to 8b–31 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Rules 8b–1 to 8b–5; 8b–10 to 8b–22; 

and 8b–25 to 8b–31 (‘‘rules under 

Section 8(b)’’) (17 CFR 270.8b–1 to 8b– 

33) under the Investment Company Act 

of 1940 (15 U.S.C. 80a–1 et seq.) 

(‘‘Investment Company Act’’) set forth 

the procedures for preparing and filing 

a registration statement under the 

Investment Company Act. These 

procedures are intended to facilitate the 

registration process. These rules 

generally do not require respondents to 

report information.1

The Commission believes that it is 

appropriate to estimate the total 

respondent burden associated with 

preparing each registration statement 

form rather than attempt to isolate the 

impact of the procedural instructions 

under Section 8(b) of the Investment 

Company Act, which impose burdens 

only in the context of the preparation of 

the various registration statement forms. 

Accordingly, the Commission is not 

submitting a separate burden estimate 

for the rules under Section 8(b), but 

instead will include the burden for 

these rules in its estimates of burden for 

each of the registration forms under the 

Investment Company Act. The 

Commission is, however, submitting an 

hourly burden estimate of one hour for 

administrative purposes. 

The collection of information under 

the rules under Section 8(b) is 

mandatory. The information provided 

under the rules under Section 8(b) is not 

kept confidential. An agency may not 

conduct or sponsor, and a person is not 

required to respond to, a collection of 

information unless it displays a 

currently valid OMB control number. 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

by February 12, 2024. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: David Bottom, Chief Information 

Officer, Securities and Exchange 

Commission, c/o John Pezzullo, 100 F 

Street NE, Washington, DC 20549 or 

send an email to: PRA_Mailbox@

sec.gov. 


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86430 Federal Register / Vol. 88, No. 238 / Wednesday, December 13, 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). 

Dated: December 8, 2023. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27325 Filed 12–12–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99108; File No. SR–DTC– 

2023–012] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Clearing Agency Risk Management 

Framework 

December 7, 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, The Depository Trust Company 

(‘‘DTC’’) 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. DTC 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 The 

Depository Trust Company (‘‘DTC’’) is 

provided hereto [sic] as Exhibit 5 and 

amends the Clearing Agency Risk 

Management Framework (‘‘Risk 

Management Framework’’, or 

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

Fixed Income Clearing Corporation 

(‘‘FICC’’) 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. 


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