Notice2023-19847
Notice of Filing and Request for Comment on ICE Clear Europe Limited's Request To Withdraw From Registration as a Clearing Agency
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Published
September 14, 2023
Issuing agencies
Securities and Exchange Commission
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<title>Federal Register, Volume 88 Issue 177 (Thursday, September 14, 2023)</title>
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[Federal Register Volume 88, Number 177 (Thursday, September 14, 2023)]
[Notices]
[Pages 63173-63176]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-19847]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98331; File No. 4-809]
Notice of Filing and Request for Comment on ICE Clear Europe
Limited's Request To Withdraw From Registration as a Clearing Agency
September 8, 2023.
I. Introduction
Pursuant to section 19(a)(3) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act''),\1\ on August 10, 2023, ICE Clear Europe
Limited (``ICE Clear Europe'') filed with the Securities and Exchange
Commission (``Commission'') a written request (the ``Written Request'')
\2\ to withdraw from registration as a clearing agency under section
17A of the Exchange Act.\3\ The Commission is publishing this notice to
solicit comments from interested persons concerning ICE Clear Europe's
Written Request.
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\1\ 15 U.S.C. 78s(a)(3).
\2\ See Letter from Hester Serafini, President, ICEEU, to
Vanessa Countryman, Secretary, Securities and Exchange Commission
(dated August 10 2023).
\3\ 15 U.S.C. 78q-1.
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[[Page 63174]]
II. Description
The statements in this Item II concerning the background of ICE
Clear Europe's request for withdrawal from registration as a clearing
agency and its reasons for making the request have been submitted by
ICE Clear Europe in its Written Request. ICE Clear Europe is registered
with the Commission as a clearing agency under section 17A of the
Exchange Act.\4\ In its Written Request, ICE Clear Europe represents
that it intends to terminate its credit default swap clearing business
as of October 27, 2023 and, on that basis, seeks to withdraw its
registration as a clearing agency pursuant to section 19(a)(3) of the
Act on that date or as soon thereafter as is practicable.\5\
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\4\ 15 U.S.C. 78q-1.
\5\ See 15 U.S.C. 78s(a)(3).
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A. Background
ICE Clear Europe states in the Written Request that it is a
clearing agency registered with the Commission that is based in London,
United Kingdom (``UK'') and incorporated as a private limited company
under English law.\6\ ICE Clear Europe is an indirect wholly owned
subsidiary of Intercontinental Exchange, Inc (``ICE''). ICE Clear
Europe provides clearing and settlement services for two primary
categories of derivative contracts: (1) exchange-traded futures and
options contracts traded on the ICE Futures Europe, ICE Futures U.S.,
ICE Endex, and ICE Futures Abu Dhabi markets (the ``F&O Business'');
and (2) over-the-counter index and single-name credit default swap
(``CDS'') contracts (the ``CDS Business'').
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\6\ ``Clearing agency'' is defined in section 3(a)(23)(A) of the
Act as, in relevant part, ``any person who acts as an intermediary
in making payments or deliveries or both in connection with
transactions in securities or who provides facilities for comparison
of data respecting the terms of settlement of securities
transactions, to reduce the number of settlements of securities
transactions, or for the allocation of securities settlement
responsibilities.'' 15 U.S.C. 78c(a)(23)(A).
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In addition to its registration as a clearing agency under the Act,
ICE Clear Europe further states in the Written Request that it is:
authorized as a recognized clearing house under UK law; \7\ recognized
as a third-country central counterparty under the European Market
Infrastructure Regulation; \8\ registered as a derivatives clearing
organization (``DCO'') under the Commodity Exchange Act; \9\ recognized
as a foreign central counterparty under the Swiss Financial Market
Infrastructure Act; \10\ and recognized as a remote clearing house in
the Abu Dhabi Global Market.\11\
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\7\ See UK Financial Services and Markets Act of 2000 c. 8,
available at <a href="https://www.legislation.gov.uk/ukpga/2000/8/contents">https://www.legislation.gov.uk/ukpga/2000/8/contents</a>.
\8\ See Regulation (EU) No 648/2012 of the European Parliament
and of the Council of 4 July 2012 on OTC derivatives, central
counterparties and trade repositories.
\9\ See 7 U.S.C. 7a-1.
\10\ See Federal Act on Financial Market Infrastructures and
Market Conduct in Securities and Derivatives Trading of 19 June
2015.
\11\ See Abu Dhabi Global Market Financial Services and Markets
Regulations 2015, available at <a href="https://en.adgm.thomsonreuters.com/rulebook/financial-services-and-markets-regulations-2015-0">https://en.adgm.thomsonreuters.com/rulebook/financial-services-and-markets-regulations-2015-0</a>.
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In addition, on July 23, 2009, the Commission granted ICE Clear
Europe a temporary conditional exemption from the requirement to
register as a clearing agency under section 17A of the Act solely to
perform the functions of a clearing agency for ``Cleared CDS.'' \12\
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\12\ See Order Granting Temporary Exemptions Under the
Securities Exchange Act of 1934 in Connection with Request on Behalf
of Ice Clear Europe Limited Related to Central Clearing of Credit
Default Swaps, and Request for Comments, Securities Exchange Act
Release No. 60372 (July, 23, 2009), 74 FR 37748 (July 29, 2009)
(``Original Registration Exemption''). The Original Registration
Exemption was extended on November 29, 2010. Order Extending
Temporary Conditional Exemptions Under The Securities Exchange Act
of 1934 in Connection with Request on Behalf of Ice Clear Europe,
Limited Related to Central Clearing of Credit Default Swaps and
Request for Comment, Securities Exchange Act Release No. 63389 (Nov.
29, 2010), 75 FR 75520 (Dec. 3, 2010).
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Section 763(b) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (``Dodd-Frank Act'') \13\ added section 17A(l)
to the Exchange Act,\14\ which provides, in relevant part, that a DCO
registered with the CFTC that is required to register under section 17A
is deemed to be registered under section 17A solely for the purpose of
clearing SBS to the extent that, before the date of enactment of
section 17A(l), the DCO cleared swaps pursuant to an exemption from
registration as a clearing agency. Pursuant to section 17A(l) of the
Act,\15\ ICE Clear Europe was deemed registered as a clearing agency
for the purpose of clearing security-based swaps, specifically single-
name CDS.\16\ Effective July 16, 2011, ICE Clear Europe became a
registered clearing agency for purposes of clearing single-name
CDS.\17\ ICE Clear Europe constitutes a ``covered clearing agency'' for
purposes of Commission Rule 17Ad-22.\18\
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\13\ The Dodd-Frank Wall Street Reform and Consumer Protection
Act, Public Law 111-203, 124 Stat. 1376 (2010).
\14\ 15 U.S.C. 78q-1(1).
\15\ Section 17A(l) of the Act was added by section 763(b) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act,
Public Law 111-203, 124 Stat. 1376 (2010).
\16\ See Amendment to Rule Filing Requirements for Dually-
Registered Clearing Agencies, Securities Exchange Act Release No.
69284, 78 FR 21046, 21047 & n.20 (Apr. 9, 2013) (File No. S7-29-11).
ICE Clear Europe does not clear security-based swaps other than
single-name CDS.
\17\ See id.
\18\ See Definition of ``Covered Clearing Agency,'' Securities
Exchange Act Release No. 88616, 85 FR 28853, 28855 n.21 (May 14,
2020) (File No. S7-23-16).
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Subsequently, in connection with the proposed merger of ICE Clear
Europe's indirect parent company, Intercontinental Exchange, Inc., and
NYSE Euronext, ICE Clear Europe requested from the Commission an
exemption from clearing agency registration under section 17A(b) of the
Act and Rule 17Ab2-1 thereunder in connection with ICE Clear Europe's
clearing of certain futures and options contracts on underlying U.S.
equity securities, which contracts were traded on the LIFFE
Administration and Management Market (and subsequently have been traded
on the ICE Futures Europe market), as part of ICE Clear Europe's F&O
Business.\19\ By order dated June 27, 2013, the Commission granted ICE
Clear Europe's request (the ``Securities Product Exemption'').\20\ ICE
Clear Europe states that activity is unrelated to ICE Clear Europe's
CDS Business.
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\19\ See Order Pursuant to section 17A of the Securities
Exchange Act of 1934 Granting Exemption from the Clearing Agency
Registration Requirement Under section 17A(b) of the Exchange Act
for ICE Clear Europe Limited in Connection with its Proposal to
Clear Contracts Traded on the LIFFE Administration and Management
Market, Exchange Act Release No. 69872 (June 27, 2013), 78 FR 40220
(July 3, 2013).
\20\ Id.
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B. Planned Termination of the CDS Business
As it has publicly announced, ICE Clear Europe has determined to
cease acting as a clearing agency for all classes of CDS contracts,
thus terminating its CDS Business in its entirety.\21\ ICE Clear Europe
Clearing Rules provide a procedure for the termination of clearing
services in this product category and set out the rights and
obligations of Clearing Members and ICE Clear Europe in connection with
the termination, including ICE Clear Europe's obligation to provide
advance notice of the termination by Circular.\22\
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\21\ Cessation of Clearing of CDS Contracts, Circular C22/076
(June 30, 2022), available at <a href="https://www.theice.com/publicdocs/clear_europe/circulars/C22076.pdf">https://www.theice.com/publicdocs/clear_europe/circulars/C22076.pdf</a>.
\22\ See, e.g., ICE Clear Europe Rule 105. Capitalized terms
used but not defined herein have the meanings specified in the ICE
Clear Europe Clearing Rules (the ``ICE Clear Europe Rules''). In its
rules, ICE Clear Europe defines the term ``Circular'' to mean a
publication issued by ICE Clear Europe for the attention of all
Clearing Members and posted on ICE Clear Europe's website in
accordance with ICE Clear Europe's Rule 109(g).
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By Circular, ICE Clear Europe has designated October 27, 2023 as
the date on which it will terminate all services
[[Page 63175]]
related to its CDS Business.\23\ This date is defined in ICE Clear
Europe's Rule 101 as the ``Withdrawal Date.'' \24\ CDS Clearing Members
are required under ICE Clear Europe's Rules to use reasonable endeavors
to close out all of their open cleared CDS positions by that date.\25\
Furthermore, until the Withdrawal Date, CDS Clearing Members are only
permitted to submit for clearing new CDS transactions for risk reducing
purposes.\26\ If a CDS Clearing Member has complied with its
obligations to close out all of its cleared CDS positions at ICE Clear
Europe by the Withdrawal Date, the ``Termination Date'' for that
member's CDS clearing membership under ICE Clear Europe's Rules will
occur as soon as practicable thereafter.\27\ To the extent any CDS
Clearing Member has not closed out all of its own cleared CDS positions
by the Withdrawal Date, ICE Clear Europe has the authority under ICE
Clear Europe's Rules to terminate and cash settle those contracts \28\
and represents in the Written Request that it would expect to do so at
that time. Following termination of all CDS positions, ICE Clear
Europe's Rules require ICE Clear Europe to calculate a final settlement
amount for each CDS Clearing Member reflecting any net amount due to or
from the CDS Clearing Member.
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\23\ See ICE Clear Europe, Circular C22/109, Cessations of
clearing of CDS Contracts: Postponement of Withdrawal Date (dated
Sep. 26, 2022), available at <a href="https://www.theice.com/publicdocs/clear_europe/circulars/C22109.pdf">https://www.theice.com/publicdocs/clear_europe/circulars/C22109.pdf</a>.
\24\ Under ICE Clear Europe Rule 105(c), the Withdrawal Date, or
October 27, 2023, will also be the ``Termination Close-Out Deadline
Date'' and the ``Termination Date'' (i.e., the date on which a CDS
Clearing Member's membership as such terminates) as those terms are
defined in ICE Clear Europe Rule 101 and used in ICE Clear Europe
Rule 918.
\25\ See ICE Clear Europe Rules 105(c), 209(b), and 918(a)(i).
As discussed in Circular C22/076, ICE Clear Europe will, upon
request of a CDS Clearing Member, facilitate the termination and
reestablishment of positions at another clearing house.
\26\ See ICE Clear Europe Rules 105(c), 209(b), and 918(a)(iii).
\27\ The occurrence of the Termination Date for a CDS Clearing
Member has a number of consequences under the Rules, including that
the CDS Clearing Member is not responsible for replenishment of the
CDS Guaranty Fund in respect of Events of Default with respect to
other CDS Clearing Members occurring after such date. See ICE Clear
Europe Rule 918(d).
\28\ See ICE Clear Europe Rule 105(b).
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ICE Clear Europe states that, as a result of these provisions,
effective as of the Withdrawal Date, it will cease to clear any CDS
contracts, no additional CDS contracts will be accepted for clearing,
and all outstanding CDS transactions will be terminated. Thus, as of
the Withdrawal Date, ICE Clear Europe's CDS Business will be
terminated. Both ICE Clear Europe and CDS Clearing Members will be
obligated to satisfy any respective final settlement amount arising
from such termination, including with respect to any final fees and
interest payments (for the October 2023 period). ICE Clear Europe
represents in the Written Request that the termination of the CDS
Business will have no effect on the F&O Business, and that Clearing
Members that are both F&O Clearing Members and CDS Clearing Members
will continue in their capacities as F&O Clearing Members after the
Withdrawal Date.
C. Request for Withdrawal of Clearing Agency Registration
ICE Clear Europe represents in the Written Request that, upon
termination of the CDS Business on the Withdrawal Date as described
above, ICE Clear Europe would no longer be engaged in any clearing
agency activity relating to security-based swaps. As a result, ICE
Clear Europe would no longer be required to be registered as a clearing
agency under section 17A of the Act. Accordingly, ICE Clear Europe
requests withdrawal of its registration as of the Withdrawal Date, or
as soon as practicable thereafter.
In support of this request, ICE Clear Europe represents as follows:
1. ICE Clear Europe has notified its CDS Clearing Members, by
Circular, that under ICE Clear Europe Rule 105 they are obligated to
use reasonable endeavors to close out all open positions in CDS
Contracts by the Withdrawal Date of October 27, 2023.
2. At end-of-day (18:00 London time) on October 26, 2023, ICE Clear
Europe will be permanently closed for CDS trade submission.
Accordingly, effective as of the Withdrawal Date, ICE Clear Europe will
no longer accept any CDS Contracts for clearing, and all open positions
in CDS Contracts will have been closed out by the CDS Clearing Members
holding the positions. To the extent any CDS Clearing Member has not
completed the closing out of any open CDS positions as of the
Withdrawal Date, ICE Clear Europe will be entitled and expects,
pursuant to ICE Clear Europe Rule 105(b), to terminate and cash settle
such positions. As a result, all liabilities in respect of the close
out and/or termination of any open positions in CDS Contracts will be
finally determined by end-of-day (18:00 London time) on the Withdrawal
Date.\29\
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\29\ ICE Clear Europe states in its request letter that, if
there were to be an Event of Default with respect to a CDS Clearing
Member at or prior to the Withdrawal Date, other CDS Clearing
Members would remain liable with respect to losses arising
therefrom, to the extent provided in ICE Clear Europe's Rules,
through application of their CDS Guaranty Fund Contributions and
obligations to pay assessments as necessary. Under ICE Clear Europe
Rule 105(a), ICE Clear Europe could also elect to further delay the
Withdrawal Date until the completion of the CDS default management
process. In such case, ICE Clear Europe would similarly expect to
delay its withdrawal from clearing agency registration until the
completion of the default management process.
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3. Accordingly, effective as of the Withdrawal Date, ICE Clear
Europe will no longer be performing any activities of a clearing agency
with respect to security-based swaps that would require registration
under the Act.
4. On the next business day following the Withdrawal Date (i.e.,
October 30, 2023), any remaining Margin or Permitted Cover held by ICE
Clear Europe in respect of CDS Contracts will be available to CDS
Clearing Members for withdrawal in accordance with standard ICE Clear
Europe procedures, either through ``auto-release'' under ICE Clear
Europe's banking system or as instructed by the relevant CDS Clearing
Member. On that same day (i.e., October 30, 2023), a new Guaranty Fund
Period for the CDS Guaranty Fund will start. ICE Clear Europe will set
the required CDS Guaranty Fund Contribution to ``zero'' and notify CDS
Clearing Members in accordance with ICE Clear Europe Rule 1102 by end-
of-day that same day (i.e., 18:00 London Time on October 30, 2023). The
next day, on October 31, 2023, the CDS Guaranty Fund Contributions of
CDS Clearing Members will be available for withdrawal in accordance
with standard ICE Clear Europe procedures, either through ``auto-
release'' under ICE Clear Europe's banking system or as instructed by
the relevant CDS Clearing Member.
5. On the following Monday, November 6, 2023, ICE Clear Europe will
follow its business-as-usual established processes for clearing
membership terminations to calculate a final settlement amount
reflecting any remaining net amount owed to or by each CDS Clearing
Member, including with respect to any final fees and interest payments
for the October 2023 period. Any such final amounts will be settled by
09:00 London time on November 7, 2023.
6. ICE Clear Europe, based on the above, believes that all known
claims of ICE Clear Europe and CDS Clearing Members relating to the CDS
Business will have been determined and settled as of the Withdrawal
Date or, if any claims are not yet settled as of the Withdrawal Date,
they will be settled on November 7, 2023 pursuant to its business-as-
usual established processes described above. Based on ICE Clear
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Europe's Rules, ICE Clear Europe expects that claims against it in
respect of the CDS clearing business would be limited to those of CDS
Clearing Members arising in connection with cleared CDS contracts.
Accordingly, once such contracts are terminated and finally settled in
accordance with ICE Clear Europe's Rules as described above, and the
Margin, Permitted Cover, and CDS Guaranty Fund Contributions of CDS
Clearing Members are made available for withdrawal as described above,
ICE Clear Europe does not anticipate that there would be any further
claims of CDS Clearing Members in respect of the CDS clearing business.
ICE Clear Europe further does not believe other persons would have
claims against it in respect of cleared CDS contracts \30\ and that it
has no other known or anticipated claims by or against it that are
associated with its CDS Business or clearing agency registration.
However, to the extent any valid claims relating to the CDS business
may nonetheless be brought against it in the five years following
withdrawal from registration (or such longer period as may be required
by law), ICE Clear Europe--which will remain a going concern--would
expect to pay such claims in the ordinary course of its operations.
Finally, ICE Clear Europe will maintain records necessary to evaluate
and address any contingent or other claims that be brought against it
after withdrawal of its registration, for the period and in the manner
discussed in point 7 below.
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\30\ See, e.g., ICE Clear Europe Rule 111(f).
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7. ICE Clear Europe will retain and maintain all documents, books,
and records, including correspondence, memoranda, papers, notices,
accounts, and other records made or received by it in the ordinary
course of its CDS Business and its activities as a registered clearing
agency, in accordance with the requirements of Exchange Act Rule 17a-
1(a) and (b),\31\ for a period of at least five years from the
effective date of the withdrawal of registration. ICE Clear Europe
further will produce such records and furnish such information at the
request of any representative of the Commission, in accordance with
Exchange Act Rule 17a-1(c).\32\
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\31\ 17 CFR 240.17a-1(a) and (b).
\32\ See also 17 CFR 240.17a-1(c).
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8. Following the effectiveness of its withdrawal from registration
hereunder, ICE Clear Europe will not seek to engage in securities
clearing activity relating to security-based swaps in reliance on any
deemed registered status pursuant to section 17A(l) of the Act. ICE
Clear Europe notes that its affiliate, ICE Clear Credit LLC, will
continue to clear security-based swaps as a registered clearing agency.
If other affiliates of ICE Clear Europe seek to clear security-based
swaps or other securities products in a manner that requires
registration with the Commission under the Act, such affiliate would do
so after registration with the Commission pursuant to the process set
forth in Exchange Act Rule 17Ab2-1.\33\
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\33\ 17 CFR 240.17Ab2-1.
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ICE Clear Europe therefore requests that the Commission issue an
order, pursuant to section 19(a)(3) of the Act,\34\ that its
registration as a clearing agency under section 17A of the Act \35\
with respect to security-based swaps be withdrawn as of the Withdrawal
Date of October 27, 2023, or as soon as practicable thereafter.
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\34\ 15 U.S.C. 78s(a)(3).
\35\ 15 U.S.C. 78q-1.
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In the Written Request, ICE Clear Europe also requests that,
effective as of the withdrawal of its registration hereunder, the
Securities Product Exemption be withdrawn. As noted above, ICE Clear
Europe requested, and the Commission granted, the Securities Product
Exemption in light of the combination of security-based swap clearing
activity and securities option clearing activity contemplated by ICE
Clear Europe at the time. ICE Clear Europe represents in the Written
Request that, upon cessation of security-based swap clearing activity
and withdrawal of its clearing agency registration, ICE Clear Europe
will fall within the category of foreign clearing agencies for which
registration (or an exemption) is not required due to its lack of
contact with the U.S.\36\ Accordingly, in ICE Clear Europe's view, the
Securities Product Exemption will not be necessary for ICE Clear
Europe's continued operation of the F&O clearing service following
withdrawal of its clearing agency registration. As a result, ICE Clear
Europe requests that the Commission terminate the Securities Product
Exemption at the same time it approves ICE Clear Europe's request to
withdraw from registration as a clearing agency.
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\36\ In the Written Request, ICE Clear Europe represents that it
does not currently clear any equity options on U.S. securities or
single stock futures on U.S. securities. ICE Clear Europe further
represents that ICE Clear Europe Rule 207(g) is intended to
comprehensively exclude U.S. person Clearing Members for the purpose
of clearing contracts that are futures or options on underlying U.S.
securities.
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III. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the requested
withdrawal is consistent with the Exchange 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/other.shtml">http://www.sec.gov/rules/other.shtml</a>), or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#bbc9ced7de96d8d4d6d6ded5cfc8fbc8ded895dcd4cd"><span class="__cf_email__" data-cfemail="aad8dfc6cf87c9c5c7c7cfc4ded9ead9cfc984cdc5dc">[email protected]</span></a>. Please include
File No. 4-809 on the subject line.
Paper Comments
<bullet> Send paper comments to Secretary, Securities and Exchange
Commission, 100 F Street NE, Washington, DC, 20549-1090.
All submissions should refer to File Number 4-809. 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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>).
Comments are also available for website viewing and printing in the
Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10 a.m. and 3
p.m. Operating conditions may limit access to the Commission's Public
Reference Room.
Do not include personal identifiable information in submissions;
you should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to File Number 4-809 and should be
submitted on or before October 5, 2023.
By the Commission.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-19847 Filed 9-13-23; 8:45 am]
BILLING CODE 8011-01-P
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