39092 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

34 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 http://www.dtcc.com/∼/ 

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

4Public Law 115–97 (2017), section 864(c)(8). 

5 Id. 

6Withholding of Tax and Information Reporting 

With Respect to Interests in Partnerships Engaged 

in a U.S. Trade or Business, 85 FR 76910 (Nov. 30, 

2020). 

7 26 CFR 1.1446–4(a). 

8 I.R.C. Section 1446(f). 

9 Id. 

10 Id. 

11See note 6. 

12See note 6, at 76922. 

13 Id. 

14The Final Regulations provided that if a direct 

clearing member of a U.S. clearing organization is 

not of a type of entity permitted to perform Section 

1446(f) Withholding, the IRS and Treasury 

Department will issue proposed guidance that 

would revise the Final Regulations to require 

Section 1446(f) Withholding by U.S. clearing 

organization on such direct clearing member. Id. 

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 the Exchange. 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–NYSEArca–2021–54 and 

should be submitted on or before 

August 13, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.34

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15655 Filed 7–22–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92437; File No. SR–NSCC– 

2021–009] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing of a 

Proposed Rule Change To Modify the 

Rules & Procedures of National 

Securities Clearing Corporation in 

Connection With the Implementation of 

Section 1446(f) of the Internal Revenue 

Code of 1986 

July 19, 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 July 14, 

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 the Rules & Procedures 

(‘‘Rules’’) 3 of NSCC in connection with 

the implementation of section 1446(f) of 

the Internal Revenue Code of 1986, as 

amended, that was enacted as part of the 

Tax Cuts and Jobs Act of 2017,4 and the 

Treasury Regulations or other official 

interpretations thereunder, as in effect 

from time to time (collectively ‘‘Section 

1446(f)’’), 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 purpose of this proposed rule 

change is to amend the Rules in 

connection with the implementation of 

Section 1446(f). The proposed rule 

change also includes technical changes. 

(i) Background 

Section 1446(f) and Section 1446(f) 

Withholding 

Section 1446(f) was enacted on 

December 22, 2017, as part of the Tax 

Cuts and Jobs Act of 2017,5 and the U.S. 

Treasury Department (‘‘Treasury 

Department’’) finalized and issued 

various implementing regulations on 

October 7, 2020,6 including the tax 

withholding required pursuant to 

Treasury Regulation Section 1.1446(f)– 

4(a) 7 upon the transfer of an interest in 

a publicly traded partnership (‘‘Section 

1446(f) Withholding’’). It is NSCC’s 

understanding that Section 1446(f) 

Withholding is designed to ensure any 

non-U.S. person (either individual or 

entity) appropriately files a U.S. federal 

income tax return following the sale or 

disposition of its interest in certain 

partnerships. 

Section 1446(f) generally imposes a 

ten percent (10%) withholding tax on 

the payment of gross proceeds arising 

from the sale or other disposition by a 

non-U.S. person of an interest in certain 

partnerships that are engaged in a U.S. 

trade or business.8 In such a case, a tax 

withholding obligation is imposed on 

the buyer of the partnership interest, 

who is required to remit the withheld 

tax amount to the U.S. Internal Revenue 

Service (‘‘IRS’’), unless or to the extent 

an applicable exception applies.9 The 

buyer obligated to withhold the 10% tax 

is liable for any amount that it 

underwithheld, plus associated interest 

and penalties.10

On October 7, 2020, the IRS and 

Treasury Department issued final 

regulations under Section 1446(f) (the 

‘‘Final Regulations’’),11 which require 

Section 1446(f) Withholding on 

partnerships that are publicly traded on 

exchanges (‘‘PTPs’’) in respect of 

transfers that occur on or after January 

1, 2022. The Final Regulations provided 

U.S. clearing organizations, such as 

NSCC, an exemption from the obligation 

to perform the Section 1446(f) 

Withholding at this time.12 This 

exemption is premised in part on the 

IRS and Treasury Department’s 

understanding that all of NSCC’s nonU.S. Members are of the types of entities 

that are permitted to perform the 

Section 1446(f) Withholding 

themselves.13 14 NSCC currently clears 

and settles all transactions on a netted 

basis. If NSCC were required to perform 

Section 1446(f) Withholding, NSCC 

would have to clear and settle transfers 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 39093 

15See note 6, at 76922. 

16 It is NSCC’s understanding that, based on the 

types of services that NSCC provides to Limited 

Members, notwithstanding any exemption, NSCC 

would not need to perform Section 1446(f) 

Withholding with respect to Limited Members’ 

activities at NSCC. 

17NSCC may waive this requirement from time to 

time with respect to a specific FFI Member if the 

FFI Member is unable to satisfy the requirement 

due to unusual and/or extraordinary circumstances, 

such as an unanticipated regulatory change in the 

tax withholding requirement or if the FFI Member 

is rectifying an unexpected change in its tax 

withholding status. 

of PTP interest on a gross basis, which 

may be disruptive to the efficiency and 

liquidity of the trading of PTP interests 

in the capital markets, as noted in the 

Final Regulations.15

Currently, all of NSCC’s non-U.S. 

Members are of the types of entities 

permitted to perform the Section 1446(f) 

Withholding themselves either because 

(i) they are the types of entities allowed 

to perform U.S. tax withholdings 

pursuant to applicable Treasury 

Regulations or (ii) they have entered 

into the requisite agreements with the 

IRS that allow them to perform U.S. tax 

withholdings (commonly known as the 

Qualified Intermediary Agreements). 

Nearly all such Members have 

historically accepted the responsibility 

to perform all U.S. tax withholdings in 

respect of their NSCC accounts, and it 

is NSCC’s understanding that they 

would continue do the same for Section 

1446(f) Withholding. 

(ii) Proposed Rule Changes 

In order to comport with the 

legislative understanding underlying the 

Section 1446(f) Withholding exemption, 

NSCC is proposing amendments to its 

Rules to ensure that all NSCC FFI 

Members that are Members would 

accept the responsibility to perform the 

Section 1446(f) Withholding.16

Rule 1 (Definitions and Descriptions) 

NSCC is proposing to add the 

following terms and definitions in Rule 

1 (Definitions and Descriptions), as 

described below. 

The term ‘‘Section 1446(f)’’ would 

mean section 1446(f) of the Code and 

the related Treasury Regulations or 

other official interpretations thereof, as 

in effect from time to time. 

The term ‘‘Section 1446(f) 

Withholding’’ would mean the tax 

withholding required pursuant to 

Treasury Regulation Section 1.1446(f)– 

4(a), upon the transfer of an interest in 

a publicly traded partnership. As 

defined, ‘‘Section 1446(f) Withholding’’ 

would not apply to any tax withholding 

required on distributions made by such 

a partnership. 

The term ‘‘Section 1446(f) 

Withholding Agent’’ would mean an FFI 

Member that is a Member and has 

certified to NSCC that Section 1446(f) 

Withholding would not apply to any 

Gross Credit Balance of such FFI 

Member by providing to NSCC a Tax 

Certification (as defined below and in 

the proposed rule text). 

The term ‘‘Section 1446(f) 

Withholding Compliance Date’’ would 

mean January 1, 2022 or, if the 

commencement of Section 1446(f) 

Withholding is delayed beyond January 

1, 2022 under Section 1446(f), two 

calendar months plus one calendar day 

before such delayed effective date. 

NSCC is proposing to delete ‘‘FATCA 

Certification’’ and replace it with ‘‘Tax 

Certification.’’ As proposed, the term 

‘‘Tax Certification’’ would mean an 

executed copy of the relevant tax form 

required by the IRS, as in effect from 

time to time, that each Member and 

Limited Member (or applicant to 

become such) shall provide from time to 

time to NSCC as set forth under the 

Rules and Procedures. 

NSCC is also proposing two technical 

changes. First, NSCC is proposing to 

delete ‘‘FATCA Compliance Date’’ from 

Rule 1 because it would no longer be 

used in the Rules under the proposal. 

Second, NSCC is proposing to delete the 

definition of ‘‘Code’’ that is currently 

embedded within the definition of 

‘‘FATCA’’ and add it as a standalone 

definition entry in Rule 1 so that it can 

be readily identified. 

Rule 2 (Members and Limited Members) 

NSCC is proposing to retitle Section 

4(iii) of Rule 2 (Members and Limited 

Members) from ‘‘FATCA’’ to ‘‘FATCA 

and Section 1446(f).’’ 

NSCC is also proposing to delete a 

reference to FATCA Compliance Date in 

the first paragraph of Section 4(iii) of 

Rule 2 because it is no longer relevant 

given FATCA is already in effect. In 

addition, NSCC is proposing to add a 

paragraph to Section 4(iii) of Rule 2 to 

require that, beginning on the Section 

1446(f) Withholding Compliance Date, 

each FFI Member that is a Member must 

agree not to conduct any transaction or 

activity through NSCC if such FFI 

Member is not a Section 1446(f) 

Withholding Agent, unless such 

requirement has been explicitly waived 

in writing by NSCC with respect to the 

specific FFI Member.17

In addition, NSCC is proposing to 

revise the last two paragraphs in Section 

4(iii) of Rule 2 by changing FATCA 

Certification to Tax Certification, 

deleting a reference to FATCA, as well 

as adding references to Section 1446(f) 

Withholding Agent. As revised, each 

FFI Member is required to certify and 

periodically recertify to NSCC that such 

FFI Member is FATCA Compliant and/ 

or a Section 1446(f) Withholding Agent, 

as applicable, by providing to NSCC a 

Tax Certification. In addition, an FFI 

Member shall indemnify NSCC for any 

loss, liability or expense sustained by 

NSCC as a result of such FFI Member 

failing to be FATCA Compliant or a 

Section 1446(f) Withholding Agent. 

Rule 2A (Initial Membership 

Requirements) 

NSCC is proposing to revise Section 

1.B and 1.C of Rule 2A (Initial 

Membership Requirements) by 

including a reference to Section 1446(f) 

Withholding Agent and replacing 

FATCA Certification with Tax 

Certification, respectively. As proposed, 

Section 1.B of Rule 2A would provide 

that any applicant that shall be an FFI 

Member must be FATCA Compliant 

and/or a Section 1446(f) Withholding 

Agent, as applicable. In addition, as 

proposed, Section 1.C of Rule 2A would 

provide that, as part of its membership 

application, each applicant shall 

complete and deliver to NSCC a Tax 

Certification instead of a FATCA 

Certification. NSCC is also proposing a 

technical change by deleting an 

extraneous comma from Section 1.C of 

Rule 2A. 

Rule 2B (Ongoing Membership 

Requirements and Monitoring) 

NSCC is proposing to revise Section 

2.B.(c) of Rule 2B (Ongoing Membership 

Requirements and Monitoring) by 

removing a reference to FATCA 

Compliance Date because it is no longer 

relevant given FATCA is already in 

effect. NSCC is also proposing to replace 

FATCA Certification with Tax 

Certification in Section 2.B.(c)(i) of Rule 

2B and change two days to two calendar 

days in that section. Lastly, NSCC is 

proposing to add a new sentence to 

Section 2.B.(c) of Rule 2B that provides, 

beginning on the Section 1446(f) 

Withholding Compliance Date, each FFI 

Member that is a Member shall inform 

NSCC, both orally and in writing, if it 

has reason to know that it is not, or will 

not be, a Section 1446(f) Withholding 

Agent within two calendar days of 

knowledge thereof. 

Rule 53 (Alternative Investment Product 

Services and Members) 

NSCC is proposing to revise Sections 

1(d)(iv) and 5(e)(i) of Rule 53 

(Alternative Investment Product 

Services and Members) by replacing 

references of FATCA Certification with 

Tax Certification. In addition, NSCC is 


khammond on DSKJM1Z7X2PROD with NOTICES
39094 Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 

18 15 U.S.C. 78q–1(b)(3)(F). 

19 Id. 

20See note 6, at 76922. 

21 Id. 

22Supra note 14. 

23See note 6, at 76922. 

24 Id. 

25 15 U.S.C. 78q–1(b)(3)(F). 

26 Id. 

proposing to retitle Section 5(e) of Rule 

53 as ‘‘Tax Considerations—AIP Settling 

Sub-Accounts.’’ 

Addendum O (Admission of Non-U.S. 

Entities as Direct NSCC Members) 

NSCC is proposing to revise 

Addendum O (Admission of Non-U.S. 

Entities as Direct NSCC Members) to 

include requirements associated with 

Section 1446(f) Withholding. As 

proposed, NSCC would require each 

non-U.S. entity that is applying to 

become a Member or certain Limited 

Member to (i) agree not to conduct any 

transaction or activity through NSCC if 

the non-U.S. entity is not FATCA 

Compliant and/or is not a Section 

1446(f) Withholding Agent, as 

applicable and (ii) indemnify NSCC for 

any loss, liability or expense sustained 

by NSCC as a result of the non-U.S. 

entity failing to be FATCA Compliant or 

a Section 1446(f) Withholding Agent. 

NSCC is also proposing to retitle the 

second bullet in Addendum O to 

‘‘FACTA Compliance, Section 1446(f) 

Withholding, and Tax Certification.’’ In 

addition, NSCC is proposing to remove 

the reference to FATCA Compliance 

Date from the second bullet in 

Addendum O because it is no longer 

relevant given FATCA is already in 

effect. Furthermore, NSCC is proposing 

to revise the second bullet in 

Addendum O by (i) adding references to 

Section 1446(f) Withholding 

Compliance Date and Section 1446(f) 

Withholding Agent and (ii) replacing 

FATCA Certification with Tax 

Certification. As proposed, the second 

bullet in Addendum O would provide, 

in part, that each non-U.S. entity that is 

applying to become a Member or certain 

Limited Member must be at all times 

FATCA Compliant and, beginning on 

the Section 1446(f) Withholding 

Compliance Date, be a Section 1446(f) 

Withholding Agent, if applicable, and 

must certify and recertify to NSCC that 

it is FATCA Compliant and/or a Section 

1446(f) Withholding Agent, as 

applicable, by providing to NSCC a Tax 

Certification, unless such requirements 

have been explicitly waived in writing 

by NSCC. 

(iii) Member Outreach 

Beginning in December 2020, NSCC 

conducted ongoing outreach to non-U.S. 

Members that are not currently 

performing U.S. tax withholding in 

order to provide them with notice of the 

proposed changes. As of the date of this 

filing, no written comments relating to 

the proposed changes have been 

received in response to this outreach. 

The Commission will be notified of any 

written comments received. 

2. Statutory Basis 

NSCC believes this proposal is 

consistent with Section 17A(b)(3)(F) 18

of the Act for the reasons described 

below. 

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

requires, in part, that the Rules be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions.19 NSCC believes 

that the proposed rule change to amend 

the Rules in connection with the 

implementation of Section 1446(f) is 

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

the Act. This is because the proposed 

rule change is designed to ensure that 

all NSCC FFI Members that are 

Members would accept the 

responsibility to perform the Section 

1446(f) Withholding, consistent with the 

understanding of the IRS and Treasury 

Department as expressed in the Final 

Regulations.20

As mentioned above, the Final 

Regulations provided NSCC an 

exemption from the obligation to 

perform Section 1446(f) Withholding at 

this time.21 However, the Final 

Regulations also provided that if a direct 

clearing member of a U.S. clearing 

organization is not of a type of entity 

permitted to perform Section 1446(f) 

Withholding, the IRS and Treasury 

Department will issue proposed 

guidance that would revise the Final 

Regulations to require Section 1446(f) 

Withholding by U.S. clearing 

organization, such as NSCC, on such 

direct clearing member.22 If the IRS and 

Treasury Department were to revise the 

Final Regulations and revoke NSCC’s 

exemption, NSCC would be required to 

clear and settle each transfer of PTP 

interest on a gross basis in order to 

perform Section 1446(f) Withholding on 

such transfer. Given that NSCC 

currently clears and settles all 

transactions on a netted basis, if NSCC 

has to clear and settle transfers of PTP 

interest on a gross basis, it may be 

disruptive to the efficiency and liquidity 

of the trading of PTP interests in the 

capital markets, as noted in the Final 

Regulations.23

In order to be consistent with the 

understanding of the IRS and Treasury 

Department which NSCC’s Section 

1446(f) exemption was premised 

upon,24 NSCC is proposing that, unless 

waived by NSCC, beginning on the 

Section 1446(f) Withholding 

Compliance Date, each FFI Member that 

is a Member would have to agree not to 

conduct any transaction or activity 

through NSCC if such FFI Member is 

not a Section 1446(f) Withholding 

Agent. In addition, each FFI Member 

that is a Member would have to provide 

periodic certifications to NSCC 

regarding its Section 1446(f) 

Withholding Agent status. Taken 

together, these requirements would help 

to ensure that all NSCC FFI Members 

that are Members would accept their 

responsibility to perform the Section 

1446(f) Withholding (i.e., be a Section 

1446(f) Withholding Agent). 

By ensuring that all NSCC FFI 

Members that are Members would 

accept their responsibility to perform 

the Section 1446(f) Withholding, NSCC 

believes it would minimize the 

likelihood that the IRS and Treasury 

Department would revise the Final 

Regulations to revoke NSCC’s Section 

1446(f) exemption. Having the IRS and 

the Treasury Department continue to 

exempt NSCC from Section 1446(f) 

Withholding would enable NSCC to 

continue to clear and settle all 

transactions (including transfers of PTP 

interest) on a netted basis and avoid any 

potential disruption to the efficiency 

and liquidity of the trading of PTP 

interests in the capital market. By 

avoiding any potential disruption to the 

efficiency and liquidity of the trading of 

PTP interest in the capital market, the 

proposed rule change would help to 

promote the prompt and accurate 

clearance and settlement of transactions. 

As such, NSCC believes the proposed 

rule change to amend the Rules in 

connection with the implementation of 

Section 1446(f) is consistent with 

Section 17A(b)(3)(F) of the Act.25

NSCC believes the proposal to make 

technical changes to the Rules is also 

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

the Act.26 The proposed technical 

changes to the Rules would help ensure 

that the Rules remain accurate and clear 

to Members. Having accurate and clear 

Rules would help Members to better 

understand their rights and obligations 

regarding NSCC’s clearance and 

settlement services. NSCC believes that 

when Members better understand their 

rights and obligations regarding NSCC’s 

clearance and settlement services, they 

can act in accordance with the Rules. 

NSCC believes that better enabling 

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 proposal to make technical 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 139 / Friday, July 23, 2021 / Notices 39095 

27 Id. 

28See note 6, at 76922. 

29 15 U.S.C. 78q–1(b)(3)(F). 30See note 6, at 76922. 31 17 CFR 200.30–3(a)(12). 

changes to the Rules is consistent with 

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

(B) Clearing Agency’s Statement on 

Burden on Competition 

NSCC believes that the proposed rule 

change to amend the Rules in 

connection with the implementation of 

Section 1446(f) could impose a burden 

on competition because the change 

could impose a cost on firms that 

currently do not do U.S. tax 

withholding by requiring them to 

perform the Section 1446(f) 

Withholding by the Section 1446(f) 

Withholding Compliance Date. 

However, NSCC believes any such 

burden is necessary and appropriate. 

Specifically, NSCC believes that any 

burden on competition that is created by 

the proposed rule change would be 

necessary in furtherance of the purposes 

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

described above, the proposed rule 

change is designed to ensure that all 

NSCC FFI Members that are Members 

would accept the responsibility to 

perform the Section 1446(f) 

Withholding, consistent with the 

understanding of the IRS and Treasury 

Department as expressed in the Final 

Regulations.28 By ensuring that all 

NSCC FFI Members that are Members 

would accept their responsibility to 

perform the Section 1446(f) 

Withholding, NSCC believes it would 

minimize the likelihood that the IRS 

and Treasury Department would revise 

the Final Regulations to revoke NSCC’s 

Section 1446(f) exemption. Having the 

IRS and the Treasury Department 

continue to exempt NSCC from Section 

1446(f) Withholding would enable 

NSCC to continue to clear and settle all 

transactions (including transfers of PTP 

interest) on a netted basis and avoid any 

potential disruption to the efficiency 

and liquidity of the trading of PTP 

interests in the capital market. By 

avoiding any potential disruption to the 

efficiency and liquidity of the trading of 

PTP interest in the capital market, the 

proposed rule change would help to 

promote the prompt and accurate 

clearance and settlement of transactions, 

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

the Act.29 NSCC also believes that any 

burden that is created by the proposed 

rule change would be appropriate. This 

is because the proposed change would 

be limited to Section 1446(f) 

Withholding and associated certification 

and is also consistent with the 

understanding of the IRS and Treasury 

Department as expressed in the Final 

Regulations.30

NSCC does not believe the proposal to 

make technical changes to the Rules 

would impact competition. The changes 

would apply equally to all Members and 

would not affect Members’ rights and 

obligations. As such, NSCC believes the 

proposal to make technical changes to 

the Rules would not have any impact on 

competition. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

Written comments relating to this 

proposed rule change have not been 

solicited or received. 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–2021–009 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–2021–009. 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– 

2021–009 and should be submitted on 

or before August 13, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15654 Filed 7–22–21; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[License No. 09/49–0469] 

Grayhawk Venture Fund II, L.P.; 

Surrender of License of Small 

Business Investment Company 

Pursuant to the authority granted to 

the United States Small Business 

Administration under the Small 

Business Investment Act of 1958, as 

amended, under Section 309 of the Act 

and Section 107.1900 of the Small 

Business Administration Rules and 

Regulations (13 CFR 107.1900) to 

function as a small business investment 

company under the Small Business 

Investment Company License No. 09/ 

49–0469 issued to Grayhawk Venture 


khammond on DSKJM1Z7X2PROD with NOTICES