Federal Register / Vol. 86, No. 131 / Tuesday, July 13, 2021 / Notices 36815 

17 15 U.S.C. 78q–1(b)(3)(I). 

18 Id. 

19 15 U.S.C. 78s(b)(3)(A). 

20 17 CFR 240.19b–4(f). 

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Capitalized terms not defined herein are defined 

in the Rules, available at https://dtcc.com/∼/media/ 

Files/Downloads/legal/rules/nscc_rules.pdf. 

DTC Cut-off Time that would be most 

appropriate to the circumstances, 

thereby facilitating the timely and 

orderly submission of instructions. 

Finally, DTC believes that the 

proposed rule change to amend the 

Guide to make technical and clarifying 

changes would enhance the clarity and 

transparency of the Guide. By 

enhancing the clarity and transparency 

of the Guide, the proposed rule change 

would allow Participants to more 

efficiently and effectively conduct their 

business in connection with processing 

reorganization events and associated 

securities transactions. 

Based on the foregoing, DTC believes 

that the proposed rule change is 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions, consistent with 

Section 17A(b)(3)(F) of the Act, cited 

above. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

DTC believes that the proposed rule 

change to provide Participants with the 

option to use Automated Instruction 

Messaging for ATOP Offers would not 

have any impact on competition.17

Automated Instruction Messaging 

would be an optional service that would 

be available to all Participants in 

connection with ATOP Offers. In 

addition, DTC believes that the 

proposed rule change to amend the 

Guide to adjust and clarify DTC Cut-Off 

Times for the submission of ATOP Offer 

instructions, and to make technical and 

ministerial changes to the Guide, would 

not have any impact on competition 

because it would merely provide 

Participants with clear directions about 

the deadlines for the submission of 

instructions, and would enhance the 

clarity of the procedures relating to 

ATOP Offers. In light of the foregoing, 

DTC does not believe that the proposed 

rule change would impose a burden on 

competition.18

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

Written comments relating to the 

proposed rule change have not been 

solicited or received. DTC will notify 

the Commission of any written 

comments received by DTC. 

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) 19 of the Act and paragraph 

(f) 20 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

DTC–2021–010 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–DTC–2021–010. 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 (http://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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of DTC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). All comments received 

will be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–DTC– 

2021–010 and should be submitted on 

or before August 3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–14795 Filed 7–12–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92334; File No. SR–NSCC– 

2021–007] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing of 

Proposed Rule Change Relating To 

Confidential Information, Market 

Disruption Events, and Other Changes 

July 7, 2021. 

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 June 25, 

2021, 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. 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 consists of 

modifications to NSCC’s Rules & 

Procedures (‘‘Rules’’) 3 to (i) revise 

certain provisions in the Rules relating 

to the confidentiality of information 

furnished by applicants, Members and 

Limited Members (collectively, 


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4Section 1.C. of Rule 2A, supra note 3. Rule 2A 

relates to initial membership requirements 

including information that NSCC may require 

applicants to furnish to become Members or 

Limited Members of NSCC. 

5Section 3 of Rule 15, supra note 3. Rule 15 

relates to assurances of financial responsibility and 

operational capability including information that 

NSCC may require Members or applicants to 

furnish. 

‘‘participants’’) to NSCC, (ii) require that 

each participant maintain confidential 

information furnished by NSCC or its 

affiliates in confidence and restrict use 

and disclosure of such information, (iii) 

add certain officers who are allowed to 

determine that there is a Market 

Disruption Event pursuant to Rule 60 

and (iv) add a new Rule 60A to address 

situations in which it is necessary to 

disconnect a Member, Limited Member, 

third party service provider, or service 

bureau due to an imminent threat of 

harm to NSCC, Members, Limited 

Members and/or other market 

participants. Each of the proposed 

changes is 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 proposed rule change consists of 

modifications to (i) revise certain 

provisions in the Rules relating to the 

confidentiality of information furnished 

by participants to NSCC, (ii) require that 

each participant maintain confidential 

information furnished by NSCC or its 

affiliates in confidence and restrict use 

and disclosure of such information, (iii) 

add certain officers who are allowed to 

determine that there is a Market 

Disruption Event pursuant to Rule 60 

and (iv) add a new Rule 60A to address 

situations in which it is necessary to 

disconnect a Member, Limited Member, 

third party service provider, or service 

bureau due to an imminent threat of 

harm to NSCC, Members, Limited 

Members and/or other market 

participants. Each of the proposed 

changes is described in greater detail 

below. 

(i) NSCC Confidentiality Requirements 

Section 1.C. of Rule 2A 4 and Section 

3 of Rule 15 5 each contain provisions 

relating to confidentiality of information 

furnished by participants to NSCC 

(collectively, the ‘‘NSCC Confidentiality 

Requirements’’). The NSCC 

Confidentiality Requirements provide 

that such furnished information will be 

held by NSCC in the same degree of 

confidence as may be required by law or 

the rules and regulations of the 

appropriate regulatory body having 

jurisdiction over the participant. NSCC 

is proposing to update the NSCC 

Confidentiality Requirements because 

such provisions (i) may result in 

unequal treatment of participants due to 

differing laws or regulations of 

regulatory bodies, (ii) may result in a 

potential conflict of laws where rules or 

regulations governing a regulatory body 

of a participant differ from the laws 

applicable to NSCC, or a participant has 

multiple regulatory bodies whose rules 

conflict, (iii) are burdensome as they 

require NSCC to track the rules and 

regulations of each regulatory body of 

its participants, and ensure that 

information provided by participants to 

NSCC is held in confidence to the same 

degree as it is held by such regulatory 

bodies and (iv) are unnecessary as NSCC 

has sufficient protections in place 

relating to protection and 

confidentiality of participant data. 

The regulatory bodies that have 

jurisdiction over participants differ by 

participant depending on certain criteria 

of each participant, including the type 

of entity of the participant, where the 

participant was organized, the types of 

businesses in which the participant 

engages and where the participant is 

doing business. In addition, many 

participants are regulated by more than 

one regulatory body. As a result, a 

requirement to maintain confidentiality 

standards for information provided by a 

participant based on the regulatory body 

or bodies that regulate such participant 

result in varying standards of 

confidentiality for participants that are 

regulated by different regulatory bodies. 

Such varying standards may result in 

unequal treatment of participants due to 

differing laws or regulations of the 

regulatory body or bodies governing 

such participants. In addition, such 

varying standards may result in a 

potential conflict of laws where rules or 

regulations governing a regulatory body 

of a participant differ from the laws 

applicable to NSCC or an entity that has 

multiple regulatory bodies whose rules 

conflict. 

NSCC believes that it is unnecessarily 

burdensome to determine the rules and 

regulations of each of the regulatory 

bodies that regulate its participants. 

Such regulatory bodies include 

numerous U.S. federal and state 

regulators as well as foreign national, 

state and local regulators. NSCC 

proposes revising the language in the 

NSCC Confidentiality Requirements to 

maintain one confidentiality standard 

for all participants rather than 

maintaining potentially different 

confidentiality standards for 

participants based on the various, 

unrelated regulatory bodies regulating 

such participants. NSCC is proposing to 

replace the existing language in the 

NSCC Confidentiality Requirements 

with language that would provide that 

NSCC will hold non-public information 

furnished pursuant to those Rules in 

confidence as may be required under 

the law or the rules and regulations 

applicable to NSCC that relate to the 

confidentiality of records. Such laws, 

rules and regulations would include 

national, state and foreign laws 

governing confidentiality of data that 

are applicable to NSCC in connection 

with its collection and disclosure of 

data. 

NSCC believes that the rules and 

regulations applicable to NSCC 

governing the use and disclosure of 

confidential information provide 

standards that are representative of 

those of the various regulatory bodies 

governing its participants. As a result, 

NSCC does not believe that the 

proposed rule change relating to the 

NSCC Confidentiality Requirements 

would result in any change to NSCC’s 

practices relating to data protection and 

confidentiality of information provided 

by participants. 

(ii) Participant Confidentiality 

Requirements 

Historically, NSCC has generally not 

provided, nor been requested to 

provide, information that contains 

confidential or proprietary information 

of NSCC or its affiliates to its 

participants except for information 

necessary for participants and their 

service providers and service bureaus to 

connect to NSCC and to participate in 

the services that NSCC offers to its 

Members and Limited Members. While 

certain information is protected by 

intellectual property rights of NSCC and 


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6 DTCC provides a set of core business processes 

for NSCC and DTCC’s other subsidiaries, including 

the technology systems and networks that provide 

connectivity between NSCC and its participants and 

that provide the ability of NSCC to provide the 

services as required under its Rules. 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 NSCC and DTCC’s 

other subsidiaries. 

7Rule 60, supra note 3. 

8 Id. 

9 Id. 

10Section 2 of Rule 60, id. 

11Some Members and Limited Members use third 

parties to connect to NSCC’s systems and/or to send 

data to NSCC and receive data from NSCC on the 

Member’s or Limited Member’s behalf. Such third 

parties are referred to as ‘‘service providers’’ or 

‘‘service bureaus’’ herein. 

12Affiliate is defined in Rule 1 and is intended 

to cover DTCC and DTCC’s other subsidiaries that 

use shared systems with NSCC. Rule 1, supra note 

3. See description of the shared systems of DTCC, 

NSCC and DTCC’s other subsidiaries, supra note 6. 

its affiliates under applicable 

intellectual property laws, such as 

copyright laws and trademark laws, the 

Rules do not include any express 

obligations for participants to protect 

confidential information received by 

them from NSCC or its affiliates. 

In connection with the development 

of cyber and information security 

programs pursuant to applicable 

regulatory requirements by participants, 

NSCC and its parent company, The 

Depository Trust & Clearing Corporation 

(‘‘DTCC’’), have received an increasing 

number of requests from participants for 

confidential and proprietary 

information of NSCC and DTCC.6 This 

includes, for example, information 

regarding DTCC’s network operations 

and data security practices, legal 

settlements, and other information. 

Additionally, in the event there is a 

cyber incident relating to a participant, 

NSCC or DTCC may be requested to 

disclose confidential information 

regarding its cyber threat indicators, 

sources of cyber threat information, or 

other information and actions taken 

related to a cyber event. 

In order to provide for contractual 

protections for such confidential 

information of DTCC, NSCC and DTCC’s 

other subsidiaries, NSCC is proposing to 

add provisions to the Rules that would 

require participants to maintain 

confidential information of NSCC and 

its affiliates that NSCC provides to such 

participants in confidence and not to 

disclose such confidential information 

except as necessary to perform such 

participant’s obligations under NSCC’s 

Rules or as otherwise required by 

applicable law (‘‘Participant 

Confidentiality Requirements’’). The 

Participant Confidentiality 

Requirements would provide that in the 

event of a breach of the Participant 

Confidentiality Requirements, NSCC or 

DTCC would be entitled to seek any 

temporary or permanent injunctive or 

other equitable relief in addition to any 

monetary damages under the Rules. In 

addition, as with any failure to comply 

with its Rules, NSCC would have the 

ability to impose other disciplinary 

proceedings or restrictions on access to 

services as provided in the Rules for 

failure to comply with the Participant 

Confidentiality Requirements. 

(iii) Market Disruption Events 

Rule 60 (Market Disruption and Force 

Majeure) 7 (the ‘‘Force Majeure Rule’’) 

contains provisions that identify the 

events or circumstances that would be 

considered a Market Disruption Event, 

including, for example, events that lead 

to the suspension or limitation of 

trading or banking in the markets in 

which NSCC operates, or the 

unavailability or failure of any material 

payment, bank transfer, wire or 

securities settlement systems.8 Under 

the Force Majeure Rule, during the 

pendency of a Market Disruption Event, 

NSCC would be entitled to (i) suspend 

the provision of any or all services and 

(ii) take, or refrain from taking, or 

require Members and Limited Members 

to take, or refrain from taking, any 

actions NSCC considers appropriate to 

address, alleviate, or mitigate the event 

and facilitate the continuation of 

NSCC’s services as may be practicable.9

Section 2 of the Force Majeure Rule 

provides that the Board of Directors may 

determine the existence of a Market 

Disruption Event and the actions to be 

taken in response thereto.10 However, if 

the Board of Directors is unable to 

convene, the Force Majeure Rule 

provides that certain officers may make 

such determination, on an interim basis, 

which determination is then ratified, 

modified or rescinded as soon as 

practicable by the Board of Directors. 

The officers that may make such 

determination are all senior executive 

officers of NSCC: Chief Executive 

Officer, Chief Financial Officer, Group 

Chief Risk Officer and General Counsel. 

The proposed rule change would add 

two senior executive officers of NSCC, 

the Chief Information Officer and the 

Head of Clearing Agency Services, to the 

list of officers that could make such 

determination if the Board of Directors 

is unable to convene. These two officers, 

like the other senior executive officers 

currently listed in the Rules, maintain 

senior executive level positions at 

NSCC, oversee divisions of NSCC, and 

hold positions at NSCC that would 

provide them a necessary global view 

into NSCC’s operations and systems to 

enable them to determine the existence 

of a Market Disruption Event in the 

event that the Board of Directors in 

unable to convene. Adding these two 

additional officers would facilitate 

NSCC’s ability to implement its 

emergency procedures in the event of a 

Market Disruption Event. 

(iv) Systems Disconnect: Threat of 

Significant Impact to NSCC’s Systems 

The proposed rule change would add 

a new Rule 60A (Systems Disconnect: 

Threat of Significant Impact to the 

Corporation’s Systems) (‘‘Systems 

Disconnect Rule’’) that would address 

situations in which NSCC determines it 

is necessary for NSCC to disconnect a 

single or limited number of Members, 

Limited Members, or third party service 

providers or service bureaus used by 

Members or Limited Members to 

connect to NSCC11 (collectively, ‘‘DTCC 

Systems Participants’’) from NSCC’s 

systems or network due to an imminent 

threat of harm to NSCC’s or DTCC’s 

systems. The imminent threat could be 

the result of a system disruption or 

cyber incident applicable to the DTCC 

Systems Participants. This would allow 

DTCC to work with the affected 

participants while protecting NSCC, its 

systems and its other participants. 

The proposed Systems Disconnect 

Rule would be structured similarly to 

the Force Majeure Rule. The Systems 

Disconnect Rule would address NSCC’s 

authority to take certain actions upon 

the occurrence, and during the 

pendency, of a Major Event. A ‘‘Major 

Event’’ would be defined as the 

happening of one or more Systems 

Disruption(s) (as defined below) that is 

reasonably likely to have a significant 

impact on NSCC’s operations, including 

the DTCC Systems (as defined below), 

that affect the business, operations, 

safeguarding of securities or funds, or 

physical functions of NSCC, Members, 

Limited Members, and/or other market 

participants. ‘‘Systems Disruption’’ 

would be defined as the unavailability, 

failure, malfunction, overload, or 

restriction (whether partial or total) of a 

DTCC Systems Participant’s systems 

that disrupts or degrades the normal 

operation of such DTCC Systems 

Participant’s systems; or anything that 

impacts or alters the normal 

communication or the files that are 

received, or information transmitted, to 

or from the DTCC Systems. ‘‘DTCC 

Systems’’ would be defined as the 

systems, equipment and technology 

networks of DTCC, NSCC and/or their 

Affiliates,12 whether owned, leased, or 

licensed, software, devices, IP addresses 


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13Section 1.C. of Rule 2A, supra note 3. 

14Section 3 of Rule 15, supra note 3. 

15Section 1.C. of Rule 2A, supra note 3. 

16Rule 2B, supra note 3. 

17Rule 1, supra note 3. 

18Rule 42, supra note 3. 

or other addresses or accounts used in 

connection with providing the services 

set forth in the Rules, or used to transact 

business or to manage the connection 

with NSCC. 

The proposed Systems Disconnect 

Rule would allow NSCC to mitigate the 

effect of such events by facilitating the 

continuity of services (or, if deemed 

necessary, the temporary suspension of 

services). To that end, under the 

proposed Systems Disconnect Rule, 

NSCC would be entitled, during the 

pendency of a Major Event, to (1) 

disconnect a DTCC Systems 

Participant’s systems from the DTCC 

Systems, (2) suspend the receipt and/or 

transmission of files or communications 

to or from the DTCC Systems Participant 

to the DTCC Systems and/or (3) take, or 

refrain from taking, or require a DTCC 

Systems Participant to take or refrain 

from taking, any actions that NSCC 

considers appropriate to prevent, 

address, correct, mitigate or alleviate the 

Major Event and facilitate the 

continuation of services as may be 

practicable and, in that context, issue 

instructions to the DTCC Systems 

Participant. 

The proposed Systems Disconnect 

Rule would define the governance 

procedures for how NSCC would 

determine whether, and how, to 

implement the provisions of the rule. A 

determination that a Major Event has 

occurred could be made by the same 

officers with delegated authority under 

the Force Majeure Rule as discussed 

above (an ‘‘Officer Major Event 

Action’’). Following this determination, 

any management committee on which 

all of the foregoing officers serve would 

convene, and NSCC would convene a 

Board of Directors meeting as soon as 

practicable thereafter, and in any event 

within five Business Days following 

such determination, in each case, to 

ratify, modify, or rescind the Officer 

Major Event Action. The proposed 

Systems Disconnect Rule would require 

Members and Limited Members to 

notify NSCC immediately upon 

becoming aware of a Major Event, and, 

likewise, would require NSCC to 

promptly notify the DTCC Systems 

Participant(s) of any action NSCC takes 

or intends to take with respect to such 

DTCC Systems Participant(s) pursuant 

to the proposed rule. 

Finally, the Systems Disconnect Rule 

would address certain miscellaneous 

matters including: (i) A limitation of 

liability for any failure or delay in 

performance, in whole or in part of 

NSCC’s obligations under the Rules, 

arising out of or related to a Major 

Event, (ii) a statement that the power of 

NSCC to take any action pursuant to the 

Systems Disconnect Rule also includes 

the power to repeal, rescind, revoke, 

amend or vary such action, (iii) a 

statement that the powers of NSCC 

pursuant to the Systems Disconnect 

Rule shall be in addition to and not in 

derogation of, authority granted 

elsewhere in the Rules to take action as 

specified therein, (iv) a requirement that 

Members and Limited Members shall 

keep any DTCC Confidential 

Information (as defined below) provided 

to them by NSCC and/or in connection 

with a Major Event confidential and (v) 

a statement that in the event of any 

conflict between the provisions of the 

Systems Disconnect Rule and any other 

Rules or Procedures, the provisions of 

the Systems Disconnect Rule would 

prevail. 

(v) Proposed Rule Changes 

The proposed rule change would 

amend the Rules to make the following 

changes to implement the changes 

discussed above: 

NSCC Confidentiality Requirements 

Changes 

The proposed rule change would 

amend the NSCC Confidentiality 

Requirements in Section 1.C. of Rule 

2A 13 and Section 3 of Rule 15 14 to state 

as follows: 

Any non-public information 

furnished to the Corporation pursuant to 

this Rule shall be held in confidence as 

may be required under the laws, rules 

and regulations applicable to the 

Corporation that relate to the 

confidentiality of records. 

As discussed above, the proposed 

language is intended to provide one 

standard that NSCC would apply 

uniformly to all participants, which 

assures participants that such 

information would be held in 

confidence with appropriate controls. 

NSCC would add ‘‘non-public’’ when 

describing the information that is 

subject to the NSCC Confidentiality 

Requirements to make it clear that such 

requirements would only apply to 

information that is not public in both 

Section 1.C. of Rule 2A and Section 3 

of Rule 15. NSCC would also amend a 

sentence in Addendum L that references 

the NSCC Confidentiality Requirements 

set forth in Rule 15 to reflect the 

proposed updated language. 

Section 1.C. of Rule 2A would also 

include language relating to Participant 

Confidentiality Requirements as 

described below. 

Participant Confidentiality 

Requirements 

In order to provide for Participant 

Confidentiality Requirements, NSCC 

would add provisions in Section 1.C. of 

Rule 2A 15 (with respect to applicants) 

and a new Section 5 of Rule 2B 16 (with 

respect to Members and Limited 

Members) to state that each participant 

shall maintain DTCC Confidential 

Information in confidence to the same 

extent and using the same means it uses 

to protect its own confidential 

information, but no less than a 

reasonable standard of care, and shall 

not use DTCC Confidential Information 

or disclose DTCC Confidential 

Information to any third party except as 

necessary to perform its obligations 

under the Rules or as otherwise required 

by applicable law. NSCC would add a 

new definition of DTCC Confidential 

Information in Rule 1 17 to provide that 

‘‘DTCC Confidential Information’’ 

would mean all non-public information 

provided by DTCC and/or NSCC that (i) 

is marked or otherwise identified in 

writing prior to disclosure to the 

recipient as confidential, (ii) is 

designated by DTCC or NSCC as 

confidential, or (iii) the recipient knows 

or, under the circumstances 

surrounding disclosure, ought to 

reasonably know is confidential. NSCC 

would also add a definition of DTCC in 

Rule 1 and remove a corresponding 

definition in Rule 42 18 since it would 

be defined in Rule 1. 

NSCC would also add a statement in 

each provision relating to Participant 

Confidentiality Requirements that each 

participant acknowledges that a breach 

of its confidentiality obligations under 

the Rules may result in serious and 

irreparable harm to NSCC and/or DTCC 

for which there is no adequate remedy 

at law. In the event of such a breach by 

the participant, NSCC and/or DTCC 

would be entitled to seek any temporary 

or permanent injunctive or other 

equitable relief in addition to any 

monetary damages. In addition, NSCC 

would re-number the existing Section 5 

of Rule 2B to Section 6 to reflect the 

addition of the new Section 5. 

Force Majeure Rule Officer Additions 

The proposed rule change would add 

the Chief Information Officer and the 

Head of Clearing Agency Services to the 

list of officers that could make a 

determination of a Market Disruption 


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19Rule 60, supra note 3. 

20 15 U.S.C. 78q–1(b)(3)(F). 

21 17 CFR 240.17Ad–22(e)(1) and (e)(21). 

22 17 CFR 240.17Ad–22(e)(2) and (e)(17). 

23 15 U.S.C. 78q–1(b)(3)(F). 

24Rule 2A, supra note 3. 

25Rule 15, supra note 3. 

26 15 U.S.C. 78q–1(b)(3)(F). 

27 Id. 

Event if the Board of Directors is unable 

to convene in Rule 60.19

Systems Disconnect Rule 

The proposed rule change would add 

a new Rule 60A entitled ‘‘Systems 

Disconnect: Threat of Significant Impact 

to the Corporation’s Systems’’ that 

would address situations in which 

NSCC determines it is necessary for 

NSCC to disconnect a DTCC Systems 

Participant or DTCC Systems 

Participants from NSCC’s systems or 

network due to an imminent threat of 

harm to NSCC’s or DTCC’s systems 

consistent with the description above. 

The proposed Systems Disconnect Rule 

would include new definitions for 

‘‘DTCC Systems,’’ ‘‘DTCC Systems 

Participant,’’ ‘‘Major Event’’ and 

‘‘Systems Disruption’’ consistent with 

the descriptions of the Systems 

Disconnect Rule above. 

2. Statutory Basis 

NSCC 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, NSCC 

believes that each of the proposed rule 

changes is consistent with Section 

17A(b)(3)(F) of the Act,20 and Rules 

17Ad–22(e)(1) and (e)(21) 21

promulgated under the Act. In addition, 

NSCC believes that the proposed 

changes to add the two senior executive 

officers in the Force Majeure Rule and 

to add the proposed Systems Disconnect 

Rule are consistent with Rules 17Ad– 

22(e)(2) and (e)(17) under the Act.22

Section 17A(b)(3)(F) 

Section 17A(b)(3)(F) of the Act 23

requires, in part, that the Rules be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions, to assure the 

safeguarding of securities and funds 

which are in the custody or control of 

NSCC or for which it is responsible, and 

to remove impediments to and perfect 

the mechanism of a national system for 

the prompt and accurate clearance and 

settlement of securities transactions. 

NSCC believes that the proposed 

changes revising the NSCC 

Confidentiality Requirements and 

adding the Participant Confidentiality 

Requirements are each consistent with 

this provision of the Act. The proposed 

revisions to the NSCC Confidentiality 

Requirements are consistent with this 

provision because the proposed 

revisions would provide a clear and 

consistent standard relating to how 

NSCC holds the information furnished 

by participants pursuant to Rule 2A 24

and Rule 15.25 The confidential 

information that NSCC receives 

pursuant to Rule 2A and Rule 15 is used 

by NSCC to determine whether to admit 

a participant as a Member or Limited 

Member, to continue to allow such 

participant to be a Member or Limited 

Member, or to better understand the 

risks relating to each participant. 

Providing a clear and consistent 

standard would facilitate this process by 

allowing participants to better 

understand NSCC’s obligations with 

respect to such information and 

providing a uniform obligation for 

NSCC with respect to such information. 

NSCC believes that facilitating the 

ability of NSCC to evaluate participants 

would promote the prompt and accurate 

clearance and settlement of securities 

transactions by NSCC. As such, NSCC 

believes the proposed rule changes are 

consistent with Section 17A(b)(3)(F) of 

the Act.26

NSCC also believes that the proposed 

rule change adding the Participant 

Confidentiality Requirements is 

consistent with this provision of the Act 

because the proposed revisions to the 

Participant Confidentiality 

Requirements would provide a clear and 

consistent contractual obligation for 

participants who are requesting 

confidential information from NSCC. 

Having clear and consistent Rules 

would help participants to better 

understand their rights and obligations 

regarding NSCC’s clearance and 

settlement services. The information 

requested by participants that would be 

subject to the Participant Confidentiality 

Requirements would be used by 

participants to determine whether to 

participate in NSCC’s services, NSCC 

system requirements and NSCC system 

safeguards. NSCC believes that when 

Members and Limited Members better 

understand their rights and obligations 

regarding NSCC’s clearance and 

settlement services, they can better act 

in accordance with the Rules. NSCC 

believes that better enabling Members 

and Limited Members to comply with 

the Rules would promote the prompt 

and accurate clearance and settlement of 

securities transactions by NSCC. As 

such, NSCC believes the proposed rule 

changes are consistent with Section 

17A(b)(3)(F) of the Act.27

NSCC believes that the proposed 

changes to add the two officers to make 

a determination of a Market Disruption 

Event and to add the Systems 

Disconnect Rule are also consistent with 

this provision of the Act because those 

changes would enhance and streamline 

NSCC’s ability to take necessary actions 

in the event of a Market Disruption 

Event or a Major Event. Improving the 

ability of NSCC to react to a Market 

Disruption Event or a Major Event 

would allow NSCC to protect its 

participants and their ability to 

promptly and accurately clear and settle 

securities transactions, and allow NSCC 

to safeguard securities and funds that 

are in its custody or control. In 

particular, allowing two additional 

officers that are able to make an interim 

determination of a Market Disruption 

Event in the event that the Board of 

Directors is unable to convene would 

add additional flexibility and tools to 

NSCC while maintaining proper risk 

controls and improve the ability of 

NSCC to act in the event of a Market 

Disruption Event. Also, providing for 

the ability of NSCC to disconnect DTCC 

Systems Participants, suspend the 

receipt or transmission of files or 

communications to or from a DTCC 

Systems Participant, and/or require the 

DTCC Systems Participant to take such 

other actions as are necessary to protect 

NSCC and its participants would, in 

each case, provide additional tools for 

NSCC in the event of a Major Event. 

Improving the governance around the 

determination of a Market Disruption 

Event, and the implementation of 

procedures allowing NSCC to 

disconnect a DTCC Systems Participant 

or DTCC Systems Participants from 

NSCC’s systems or network due to an 

imminent threat of harm, would 

improve NSCC’s ability to address and 

minimize losses to NSCC and its 

participants. Risks, threats and potential 

vulnerabilities due to a Market 

Disruption Event or a Major Event could 

impact NSCC’s ability to clear and settle 

securities transactions, or to safeguard 

the securities and funds which are in its 

custody or control or for which it is 

responsible. In addition, providing 

governance around the ability to 

disconnect a DTCC Systems Participant 

that is having a systems disruption that 

could disrupt the ability of NSCC or 

other DTCC Systems Participants from 

using NSCC’s systems would remove 

impediments to and perfect the 

mechanism of a national system for the 

prompt and accurate clearance and 

settlement of securities transactions. 

Although disconnecting or limiting the 

service of a DTCC Systems Participant 


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28 Id. 

29 Id. 

30 17 CFR 240.17Ad–22(e)(1). 

31 Id. 

32 17 CFR 240.17Ad–22(e)(21). 

33 Id. 

34 17 CFR 240.17Ad–22(e)(2). 

35 Id. 

in the event of a Major Event would 

likely be an impediment to such DTCC 

Systems Participant, improving NSCC’s 

ability to address and minimize losses 

to NSCC and its participants, and 

reducing risks, threats and potential 

vulnerabilities due to a Major Event that 

could impact NSCC’s ability to clear and 

settle securities transactions, or to 

safeguard the securities and funds 

which are in its custody or control or for 

which it is responsible, would be 

consistent with Section 17A(b)(3)(F) of 

the Act.28

Therefore, by implementing tools that 

would help to mitigate these risks, 

NSCC believes that the proposed rule 

change would promote the prompt and 

accurate clearance and settlement of 

securities transactions, assure the 

safeguarding of securities and funds 

which are in the custody or control of 

NSCC or for which it is responsible, and 

remove impediments to and perfect the 

mechanism of a national system for the 

prompt and accurate clearance and 

settlement of securities transactions, 

consistent with the requirements of 

Section 17A(b)(3)(F) of the Act.29

Rule 17Ad–22(e)(1) 

In addition, the proposed rule change 

is designed to be consistent with Rule 

17Ad–22(e)(1) promulgated under the 

Act,30 which requires NSCC to establish, 

implement, maintain and enforce 

written policies and procedures 

reasonably designed to provide for a 

well-founded, clear, transparent and 

enforceable legal basis for each aspect of 

its activities in all relevant jurisdictions. 

Establishing clear and consistent rules 

for each participant with respect to the 

NSCC Confidentiality Requirements 

would allow NSCC to maintain one 

confidentiality standard for all 

participants rather than maintaining 

potentially different confidentiality 

standards for participants based on the 

various, unrelated regulatory bodies 

governing such participants. In 

addition, setting forth a clear 

contractual obligation relating to 

Participant Confidentiality 

Requirements would enhance the 

understanding of the participants 

receiving information from NSCC and 

allow NSCC to treat participants equally 

with respect to how the information 

furnished to participants should be 

protected by the participants. 

Adding the two officers to make a 

determination of a Market Disruption 

Event and adding the Systems 

Disconnect Rule are also consistent with 

Rule 17Ad–22(e)(1) under the Act 

because those changes would describe 

the circumstances under which NSCC 

could take actions in the event of a 

Market Disruption Event or a Major 

Event that are necessary to protect 

NSCC and its participants. Providing 

clear guidelines with respect to Market 

Disruption Events and Major Events 

would allow participants to understand 

the rights and obligations of the 

participants in the event of a Market 

Disruption Event or a Major Event. 

Therefore, by establishing uniform 

and clear standards with respect to its 

receipt and furnishing of confidential 

information, and by providing clear 

rights and obligations of NSCC and its 

participants with respect to Market 

Disruption Events and Major Events, 

NSCC believes that the proposed rule 

change is consistent with the 

requirements of Rule 17Ad–22(e)(1) 

promulgated under the Act.31

Rule 17Ad–22(e)(21) 

In addition, the proposed rule change 

is designed to be consistent with Rule 

17Ad–22(e)(21) promulgated under the 

Act,32 which requires NSCC to, inter 

alia, establish, implement, maintain and 

enforce written policies and procedures 

reasonably designed to be efficient and 

effective in meeting the requirements of 

its participants and the markets it 

serves. The proposed rule change would 

streamline the NSCC Confidentiality 

Requirements by providing that NSCC 

would apply one standard for all 

participants relating to confidential 

information sent to NSCC by 

participants, which would enhance (i) 

efficiency by avoiding applying varying 

standards of confidentiality based on 

the rules and regulations of the varying 

regulatory bodies that regulate the 

participants, and (ii) effectiveness by 

reducing potential conflicts of laws and 

providing equal treatment to 

participants relating to such 

confidential information. 

The addition of the Participant 

Confidentiality Requirements would 

also provide a uniform and easily 

discernable requirement for all 

participants with respect to confidential 

information provided by NSCC allowing 

NSCC to provide necessary information 

to such participants in a safe and 

efficient manner. Adding two additional 

officers that are able to make an interim 

determination of a Market Disruption 

Event in the event that the Board of 

Directors is unable to convene would 

add additional flexibility and tools to 

NSCC while maintaining proper risk 

controls and improve the ability of 

NSCC to act quickly, efficiently and 

effectively in a Market Disruption Event 

to address and minimize losses. Also, 

providing for the ability of NSCC to 

disconnect DTCC Systems Participants, 

suspend the receipt or transmission of 

files or communications to or from a 

DTCC Systems Participant, and/or 

require the DTCC Systems Participant to 

take such other actions as are necessary 

to protect NSCC and its participants 

would, in each case, provide additional 

tools for NSCC in the event of a Major 

Event and improve NSCC’s ability to act 

quickly, efficiently and effectively in the 

event of a Major Event to address and 

minimize losses. 

Therefore, by establishing a more 

efficient and effective process for the 

treatment of confidential language, and 

establishing procedures designed to 

improve NSCC’s ability to act quickly, 

efficiently and effectively in the event of 

a Market Disruption Event and a Major 

Event, NSCC believes that the proposed 

rule change is consistent with the 

requirements of Rule 17Ad–22(e)(21) 

promulgated under the Act.33

Rule 17Ad–22(e)(2) 

In addition, the proposed rule change 

is designed to be consistent with Rule 

17Ad–22(e)(2) promulgated under the 

Act,34 which requires NSCC to, inter 

alia, establish, implement, maintain and 

enforce written policies and procedures 

reasonably designed to provide for 

governance arrangements that are clear 

and transparent and that specify clear 

and direct lines of responsibility. 

Adding two additional officers that 

are able to make an interim 

determination of a Market Disruption 

Event in the event that the Board of 

Directors is unable to convene would 

add additional flexibility and tools to 

NSCC while maintaining proper risk 

controls, and improve the ability of 

NSCC to act quickly, efficiently and 

effectively in a Market Disruption Event 

and mitigate any impact from such 

Market Disruption Event. Adding these 

officers to the governance procedures 

relating to a determination of a Market 

Disruption Event would make such 

governance procedures clear and 

transparent, and specify clear and direct 

lines of responsibility with respect to 

the determination of a Market 

Disruption Event, consistent with Rule 

17Ad–22(e)(2) under the Act.35

Adding the governance procedures 

relating to making a determination of a 

Major Event in the Systems Disconnect 


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36 Id. 

37 Id. 

38 17 CFR 240.17Ad–22(e)(17)(i). 39 Id. 

40 15 U.S.C. 78q–1(b)(3)(I). 

41 Id. 

42 15 U.S.C. 78q–1(b)(3)(F). 

43 17 CFR 240.17Ad–22(e)(1), (e)(2), (e)(17) and 

(e)(21). 

44 15 U.S.C. 78q–1(b)(3)(F). 

45 17 CFR 240.17Ad–22(e)(1). 

Rule is also consistent with Rule 17Ad– 

22(e)(2) promulgated under the Act.36

Identifying the officers that have the 

ability to determine if there is a Major 

Event, and providing for the ability of 

any management committee on which 

all of such officers serve and the Board 

of Directors to ratify, modify or rescind 

any determination of a Major Event by 

an officer would make such governance 

procedures clear and transparent, and 

specify clear and direct lines of 

responsibility with respect to the 

determination of a Major Event, 

consistent with Rule 17Ad–22(e)(2).37

Rule 17Ad–22(e)(17) 

In addition, the proposed rule change 

is designed to be consistent with Rule 

17Ad–22(e)(17)(i) promulgated under 

the Act,38 which requires NSCC to 

establish, implement, maintain and 

enforce written policies and procedures 

reasonably designed to manage the 

covered clearing agency’s operational 

risks by identifying the plausible 

sources of operational risk, both internal 

and external, and mitigating their 

impact through the use of appropriate 

systems, policies, procedures, and 

controls. 

Adding two additional officers that 

are able to make an interim 

determination of a Market Disruption 

Event in the event that the Board of 

Directors is unable to convene would 

add additional flexibility and tools to 

NSCC while maintaining proper risk 

controls and improve the ability of 

NSCC to act quickly, efficiently and 

effectively in a Market Disruption Event 

and mitigate any impact from such 

Market Disruption Event. Also, 

providing for the ability of NSCC to 

disconnect DTCC Systems Participants, 

suspend the receipt or transmission of 

files or communications to or from a 

DTCC Systems Participant, and/or 

require the DTCC Systems Participant to 

take such other actions as are necessary 

to protect NSCC and its participants 

would, in each case, provide additional 

tools for NSCC in the event of a Major 

Event and improve NSCC’s ability to act 

quickly, efficiently and effectively in the 

event of a Major Event and mitigate any 

impact from such Major Event. 

Therefore, by providing clear, 

efficient procedures of NSCC and its 

participants with respect to Market 

Disruption Events and Major Events that 

help identify and mitigate operational 

risks, NSCC believes that the proposed 

rule change is consistent with the 

requirements of Rule 17Ad–22(e)(17)(i) 

promulgated under the Act.39

(B) Clearing Agency’s Statement on 

Burden on Competition 

NSCC does not believe that the 

proposed changes relating to the NSCC 

Confidentiality Requirements would 

have any impact on competition. These 

changes would provide one standard for 

how NSCC treats participant 

information furnished subject to the 

NSCC Confidentiality Requirements but 

would not affect the information that 

the participants are required to provide 

or affect the manner in which the 

participants must provide the 

information. As such, NSCC believes 

these proposed rule changes would not 

have any impact on competition. 

NSCC does not believe the proposed 

changes relating to adding Participant 

Confidentiality Requirements would 

have any impact on competition. 

Although the addition of the Participant 

Confidentiality Requirements would be 

adding obligations on participants with 

respect to how they treat confidential or 

proprietary information of NSCC or its 

affiliates, such obligations would be 

minimal because NSCC would only 

require that such participants hold such 

confidential information using the same 

means they use to protect their own 

confidential information but not less 

than a reasonable standard of care. The 

use of this standard would protect 

NSCC by providing a clear legal 

obligation to protect such information 

but would not be burdensome or 

expensive for participants, and therefore 

NSCC believes that it would not have 

any impact on competition. 

NSCC does not believe the changes 

relating to adding the two officers to 

make a determination of a Market 

Disruption Event would have any 

impact on competition. The proposed 

rule change would add two senior 

executive officers of NSCC, the Chief 

Information Officer and the Head of 

Clearing Agency Services, to the list of 

officers that could make a determination 

of a Market Disruption Event if the 

Board of Directors is unable to convene. 

Such addition would provide additional 

officers who could determine whether 

there is a Market Disruption Event but 

would not otherwise affect the rights of 

Members or Limited Members or NSCC 

in the determination of a Market 

Disruption Event or if a Market 

Disruption Event is declared. Therefore, 

NSCC does not believe that the addition 

of the two officers would have any 

impact on competition. 

NSCC does not believe that the 

changes relating to adding the Systems 

Disconnect Rule would have any 

impact, or impose any burden, on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act.40 To the extent that 

NSCC determines that there is a Major 

Event, it could take or refrain from 

taking actions, or require participants to 

take or refrain from taking actions, that 

could burden competition because such 

requirements could cause participants 

to incur additional costs, allow NSCC to 

suspend services or communications, or 

disconnect a DTCC Systems Participant 

from the DTCC Systems. NSCC believes 

such burden on competition could be 

significant but would be both necessary 

and appropriate in furtherance of the 

purposes of the Act, as permitted by 

Section 17A(b)(3)(I) of the Act,41 for the 

reasons described below. 

NSCC believes that the proposed 

changes to add the Systems Disconnect 

Rule are necessary in furtherance of the 

purposes of Section 17A(b)(3)(F) of the 

Act,42 and Rules 17Ad–22(e)(1), (e)(2), 

(e)(17) and (e)(21) promulgated under 

the Act.43 The proposed changes to add 

the Systems Disconnect Rule would (i) 

improve the ability of NSCC to react to 

a Major Event allowing NSCC to protect 

itself and its participants and their 

ability to promptly and accurately clear 

and settle securities transactions, and 

allow NSCC to safeguard securities and 

funds that are in its custody or control, 

consistent with the requirements of 

Section 17A(b)(3)(F) of the Act,44 (ii) 

provide clear guidelines with respect to 

Major Events that would allow 

participants to understand the rights 

and obligations of the participants and 

NSCC in the event of a Major Event, 

consistent with Rule 17Ad–22(e)(1) 

promulgated under the Act,45 (iii) 

identify the officers that have the ability 

to determine if there is a Major Event, 

and provide for the ability of any 

management committee on which all of 

such officers serve, and the Board of 

Directors, to ratify, modify or rescind 

any determination of a Major Event by 

an officer, which would make such 

governance procedures clear and 

transparent, and specify clear and direct 

lines of responsibility with respect to 

the determination of a Major Event, 

consistent with Rule 17Ad 22(e)(2) 


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46 17 CFR 240.17Ad–22(e)(2). 

47 17 CFR 240.17Ad–22(e)(17)(i). 

48 17 CFR 240.17Ad–22(e)(21). 

49 15 U.S.C. 78q–1(b)(3)(I). 

50 17 CFR 200.30–3(a)(12). 

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). 

5Capitalized terms used herein and not defined 

shall have the meanings assigned to such terms in 

the GSD Rules, MBSD Rules and EPN Rules, as 

applicable, available at http://www.dtcc.com/legal/ 

rules-and-procedures.aspx. 

promulgated under the Act,46 (iv) 

improve the ability of NSCC to act 

quickly, efficiently and effectively in the 

event of a Major Event, and mitigate any 

impact from such event by providing 

clear, efficient procedures of NSCC and 

its participants with respect to such 

event, consistent with the requirements 

of Rule 17Ad–22(e)(17)(i) promulgated 

under the Act 47 and (v) establish 

procedures designed to improve NSCC’s 

ability to act quickly, efficiently and 

effectively in the event of a Major Event, 

consistent with the requirements of Rule 

17Ad–22(e)(21) promulgated under the 

Act.48

In addition, NSCC believes that the 

proposed changes to add the Systems 

Disconnect Rule are appropriate in 

furtherance of the Act. Such changes 

have been designed to improve the 

ability of NSCC to act quickly, 

efficiently and effectively in the event of 

a Major Event, and mitigate any impact 

from such event while also providing 

the Members and Limited Members 

clear guidelines with respect to such 

event to allow participants to 

understand their rights and obligations. 

Such changes have also been designed 

to apply uniformly to all Members and 

Limited Members in the event of a 

Major Event and should not affect 

NSCC’s day-to-day operations under 

normal circumstances, or in the 

management of a typical Member or 

Limited Member default scenario or 

non-default event. 

Therefore, NSCC does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act.49

(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. NSCC will notify the 

Commission of any written comments 

received by NSCC. 

III. Date of Effectiveness of the 

Proposed Rule Change, and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NSCC–2021–007 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–2021–007. 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 (http://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 

10:00 a.m. and 3:00 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-rulefilings.aspx). All comments received 

will be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NSCC– 

2021–007 and should be submitted on 

or before August 3, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.50

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–14791 Filed 7–12–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92340; File No. SR–FICC– 

2021–005] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Modify the 

FICC Government Securities Division 

Rulebook, FICC Mortgage-Backed 

Securities Division Clearing Rules, and 

FICC Mortgage-Backed Securities 

Division EPN Rules 

July 7, 2021. 

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 June 30, 

2021, 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 FICC 

consists of modifications to the FICC 

Government Securities Division 

(‘‘GSD’’) Rulebook (‘‘GSD Rules’’), the 

FICC Mortgage-Backed Securities 

Division (‘‘MBSD’’) Clearing Rules 

(‘‘MBSD Rules’’) and the FICC MBSD 

EPN Rules (‘‘EPN Rules,’’ and together 

with the GSD Rules and the MBSD 

Rules, the ‘‘Rules’’) 5 in order to (i) 


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