Notice2023-07412
Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Make Administrative Updates to NSCC's Rules and Certificate of Incorporation
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 10, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 68 (Monday, April 10, 2023)</title>
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[Federal Register Volume 88, Number 68 (Monday, April 10, 2023)]
[Notices]
[Pages 21216-21217]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-07412]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97249; File No. SR-NSCC-2023-004]
Self-Regulatory Organizations; National Securities Clearing
Corporation; Notice of Filing and Immediate Effectiveness of a Proposed
Rule Change To Make Administrative Updates to NSCC's Rules and
Certificate of Incorporation
April 4, 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 March 30, 2023, National Securities Clearing Corporation (``NSCC'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II and III below, which
Items have been prepared by the clearing agency. NSCC filed the
proposed rule change pursuant to Section 19(b)(3)(A) of the Act \3\ and
Rule 19b-4(f)(3) thereunder.\4\ The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
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\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)(3).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule change \5\ would (i) revise NSCC's Certificate of
Incorporation \6\ to update NSCC's registered agent upon whom process
against NSCC may be served and (ii) update the Rules to provide an
email address for sending a copy of any notices to NSCC, as described
in greater detail below.
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\5\ Capitalized terms not defined herein are defined in NSCC's
Rules & Procedures (``Rules''), available at <a href="https://www.dtcc.com/legal/rules-and-procedures">https://www.dtcc.com/legal/rules-and-procedures</a>.
\6\ NSCC's Certificate of Incorporation is available at <a href="http://www.dtcc.com/legal/rules-and-procedures">http://www.dtcc.com/legal/rules-and-procedures</a>.
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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 would (i) revise NSCC's Certificate of
Incorporation to update NSCC's registered agent upon whom process
against NSCC may be served and (ii) update the Rules to provide an
email address for sending copies of any notice to NSCC, as described in
greater detail below.
Proposed Updates to NSCC's Certificate of Incorporation
NSCC's Certificate of Incorporation currently states that the
Secretary of State is NSCC's designated agent for service of process,
and that copies of any process against NSCC shall be mailed to NSCC at
55 Water Street, New York, NY 10041 (``55 Water''). With NSCC's
upcoming departure from 55 Water, NSCC would amend its Certificate of
Incorporation to appoint C T Corporation System as its registered agent
upon whom process against NSCC may be served, and provide C T
Corporation System's address.
Proposed Updates to Rule 45
NSCC proposes to revise Section 2 of Rule 45 (Notices), which
currently provides that any notice from an Interested Person to NSCC
shall be sufficiently served on NSCC if the notice is in writing and
delivered or mailed to NSCC at its principal place of business. NSCC
would update this section to provide an email address for sending a
copy of notices to NSCC's General Counsel's Office.
2. Statutory Basis
Section 17A(b)(3)(F) of the Act requires that the rules of the
clearing agency be designed, inter alia, to promote the prompt and
accurate
[[Page 21217]]
clearance and settlement of securities transactions.\7\ NSCC believes
the proposed rule change is consistent with the Section 17A(b)(3)(F) of
the Act.
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\7\ 15 U.S.C. 78q-1(b)(3)(F).
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As described above, the proposed rule change would update (i) the
NSCC Certificate of Incorporation to change NSCC's registered agent for
serving process on NSCC and (ii) Rule 45 to provide an email address
for sending a copy of notices to NSCC's General Counsel's Office.
The proposed changes are intended to update information on NSCC's
process agent and how to send notices to NSCC. With these changes, NSCC
believes its members and the public would be better informed on how
best to serve NSCC, which could help promote the prompt and accurate
clearance and settlement of securities transactions of those members
and the public, consistent with the requirements of the Act, in
particular Section 17A(b)(3)(F) of the Act, cited above.
(B) Clearing Agency's Statement on Burden on Competition
NSCC does not believe that the proposed rule change would have any
impact or impose any burden on competition because, as described above,
the proposed rule change simply updates certain process and notice
information and should not have any competitive impact on members or
their use of NSCC services.
(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
NSCC has not received or solicited any written comments relating to
this proposal. If any written comments are received, NSCC will amend
this filing to publicly file such comments as an Exhibit 2 to this
filing, as required by Form 19b-4 and the General Instructions thereto.
Persons submitting written comments are cautioned that, according
to Section IV (Solicitation of Comments) of the Exhibit 1A in the
General Instructions to Form 19b-4, the Commission does not edit
personal identifying information from comment submissions. Commenters
should submit only information that they wish to make available
publicly, including their name, email address, and any other
identifying information.
All prospective commenters should follow the Commission's
instructions on How to Submit Comments, available at <a href="https://www.sec.gov/regulatory-actions/how-to-submit-comments">https://www.sec.gov/regulatory-actions/how-to-submit-comments</a>. General
questions regarding the rule filing process or logistical questions
regarding this filing should be directed to the Main Office of the
Commission's Division of Trading and Markets at
<a href="/cdn-cgi/l/email-protection#1d696f7c7974737a7c7379707c6f7678696e5d6e787e337a726b"><span class="__cf_email__" data-cfemail="ed999f8c8984838a8c8389808c9f8688999ead9e888ec38a829b">[email protected]</span></a> or 202-551-5777.
NSCC reserves the right to not respond to any comments received.
III. Date of Effectiveness of the Proposed Rule Change, and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \8\ of the Act and paragraph (f) \9\ 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.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f).
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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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#a9dbdcc5cc84cac6c4c4ccc7dddae9daccca87cec6df"><span class="__cf_email__" data-cfemail="6c1e190009410f0301010902181f2c1f090f420b031a">[email protected]</span></a>. Please include
File Number SR-NSCC-2023-004 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-NSCC-2023-004. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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
(<a href="http://dtcc.com/legal/sec-rule-filings.aspx">http://dtcc.com/legal/sec-rule-filings.aspx</a>). 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-2023-004 and should be submitted on
or before May 1, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-07412 Filed 4-7-23; 8:45 am]
BILLING CODE 8011-01-P
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