Notice2024-25430
Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Partial Amendment No. 1 to Advance Notice To Modify the GSD Rules (i) Regarding the Separate Calculation, Collection and Holding of Margin for Proprietary Transactions and That for Indirect Participant Transactions, and (ii) To Address the Conditions of Note H to Rule 15c3-3a
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
November 1, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 89 Issue 212 (Friday, November 1, 2024)</title>
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<body><pre>
[Federal Register Volume 89, Number 212 (Friday, November 1, 2024)]
[Notices]
[Pages 87449-87452]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-25430]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101455; File No. SR-FICC-2024-802]
Self-Regulatory Organizations; Fixed Income Clearing Corporation;
Notice of Filing of Partial Amendment No. 1 to Advance Notice To Modify
the GSD Rules (i) Regarding the Separate Calculation, Collection and
Holding of Margin for Proprietary Transactions and That for Indirect
Participant Transactions, and (ii) To Address the Conditions of Note H
to Rule 15c3-3a
October 28, 2024.
On March 14, 2024, Fixed Income Clearing Corporation (``FICC'')
filed with the Securities and Exchange Commission (``Commission'')
advance notice SR-FICC-2024-802 pursuant to Section 806(e)(1) of Title
VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act
entitled the Payment, Clearing, and Settlement Supervision Act of 2010
(``Clearing Supervision Act'') \1\ and Rule 19b-4(n)(1)(i) under the
Securities Exchange Act of 1934 (``Exchange Act'').\2\ In the advance
notice, FICC proposes to modify its Government Securities Division
(``GSD'') Rulebook (``GSD Rules'') to calculate, collect, and hold
margin for proprietary transactions of a direct participant separately
from margin submitted to FICC by a direct participant on behalf of
indirect participants and to address conditions of Note H to Rule 15c3-
3a under the Exchange Act (the ``Advance Notice'').\3\ The Advance
Notice was published for public comment in the Federal Register on
March 28, 2024.\4\ Upon publication of notice of filing of the Advance
Notice, the Commission extended the review period of the Advance Notice
for an additional 60 days because the Commission determined that the
Advance Notice raised novel and complex issues.\5\
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\1\ 12 U.S.C. 5465(e)(1).
\2\ 17 CFR 240.19b-4(n)(1)(i).
\3\ See Securities Exchange Act Release No. 99149 (Dec. 13,
2023), 89 FR 2714 (Jan. 16, 2024) (S7-23-22) (``Adopting Release,''
and the rules adopted therein as ``Treasury Clearing Rules''). See
also 17 CFR 240.15c3-3a.
\4\ Securities Exchange Act Release No. 99845 (Mar. 22, 2024),
89 FR 21586 (Mar. 28, 2024) (File No. SR-FICC-2024-802) (``Notice of
Filing''). On March 14, 2024, FICC filed the Advance Notice as a
proposed rule change with the Commission pursuant to Section
19(b)(1) of the Exchange Act, 15 U.S.C. 78s(b)(1), and Rule 19b-4
thereunder, 17 CFR 240.19b-4. Securities Exchange Act Release No.
99844 (March 22, 2024), 89 FR 21603 (Mar. 28, 2024) (File No. SR-
FICC-2024-007) (``Proposed Rule Change''). On April 24, 2024, the
Commission designated a longer period within which to approve,
disapprove, or institute proceedings to determine whether to approve
or disapprove the proposed rule change, pursuant to section 19(b)(2)
of the Exchange Act, 15 U.S.C. 78s(b)(2)(ii). Securities Exchange
Act Release No. 100022 (Apr. 24, 2024), 89 FR 34289 (Apr. 30, 2024)
(File No. SR-FICC-2024-007). On June 21, 2024, the Commission
published in the Federal Register an Order Instituting Proceedings
to determine whether to approve or disapprove the proposed rule
change. Securities Exchange Act Release No. 100401 (Jun. 21, 2024),
89 FR 53690 (Jun. 27, 2024) (File No. SR-FICC-2024-007). On
September 18, 2024, the Commission designated a longer period for
Commission action on the proceedings to determine whether to
disapprove the proposed rule change, until November 10, 2024.
Securities Exchange Act Release No. 101082 (Sep. 18, 2024), 89 FR
77949 (Sep. 24, 2024) (File No. SR-FICC-2024-007).
\5\ Pursuant to Section 806(e)(1)(H) of the Clearing Supervision
Act, the Commission may extend the review period of an advance
notice for an additional 60 days, if the changes proposed in the
advance notice raise novel or complex issues, subject to the
Commission providing the financial market utility (``FMU'') with
prompt written notice of the extension.12 U.S.C. 5465(e)(1)(H); see
supra note 4, 89 FR at 21602 (explaining the Commission's rationale
for determining that the proposed changes in the Advance Notice
raise novel and complex issues).
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On April 24, 2024, the Commission requested additional information
from FICC pursuant to Section 806(e)(1)(D) of the Clearing Supervision
Act, which tolled the Commission's period of review of the Advance
Notice until 120 days from the date the information requested by the
Commission was received by the Commission.\6\ On June 25, 2024, the
Commission received FICC's response to the Commission's request for
additional information.\7\ On September 24, 2024, the Commission
requested additional information from FICC pursuant to Section
806(e)(1)(D) of the Clearing Supervision Act, which tolled the
Commission's period of review of the Advance Notice until 120 days from
the date the information requested by the Commission was received by
the Commission.\8\
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\6\ See 12 U.S.C. 5465(e)(1)(D). A memo regarding the Request
for Additional Information and the tolled period of review is
available at <a href="https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-462751-1210414.pdf">https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-462751-1210414.pdf</a>.
\7\ See 12 U.S.C. 5465(e)(1)(E)(ii) and (G)(ii); A memo
regarding its receipt of FICC's response to the Request for
Additional Information is available at <a href="https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-494123-1433426.pdf">https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-494123-1433426.pdf</a>.
\8\ See 12 U.S.C. 5465(e)(1)(D). A memo regarding the Request
for Additional Information and the tolled period of review is
available at <a href="https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-524215-1504462.pdf">https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802-524215-1504462.pdf</a>.
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The Commission has received comments regarding the substance of the
Advance Notice.\9\ The Commission also received a letter from FICC
responding to the comments.\10\
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\9\ Comments on the Advance Notice are available at <a href="https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802.htm">https://www.sec.gov/comments/sr-ficc-2024-802/srficc2024802.htm</a>. Comments on
the Proposed Rule Change are available at <a href="https://www.sec.gov/comments/sr-ficc-2024-007/srficc2024007.htm">https://www.sec.gov/comments/sr-ficc-2024-007/srficc2024007.htm</a>. Because the proposals
contained in the Proposed Rule Change and the Advance Notice are the
same, the Commission considers all comments received on the
proposal, regardless of whether the comments are submitted with
respect to the Advance Notice or the Proposed Rule Change. The
comment letters to the Proposed Rule Change and Advance Notice also
contained comments on the substance of another FICC proposed rule
change, FICC-2024-005. The Commission will only be considering
comments relevant to this proposal and will address the comments on
the other proposed rule change in a separate order.
\10\ See Letter from Laura Klimpel, Managing Director, Head of
Fixed Income and Financing Solutions, Depository Trust & Clearing
Corporation, (Aug. 1, 2024) (``FICC Letter'').
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Pursuant to Section 806(e)(1) of the Clearing Supervision Act and
Rule 19b-4(n)(1)(i) under the Exchange Act, notice is hereby given that
on October 25, 2024, FICC filed with the Commission Partial Amendment
No. 1 as described in Item I below.\11\ The Commission is publishing
this notice to solicit comments on Partial Amendment No. 1 from
interested persons.
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\11\ Text of the proposed changes made by the Partial Amendment
No. 1 to the Advance Notice is available at <a href="https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>. The GSD
Rules are available at https://www.dtcc.com/~/media/Files/Downloads/
legal/rules/ficc_gov_rules.pdf. Terms not otherwise defined herein
are defined in the GSD Rules or in the Advance Notice.
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I. Summary of the Terms of Substance of Partial Amendment No. 1 to the
Advance Notice
FICC filed Partial Amendment No. 1 to its previously submitted
Advance Notice, which would make several changes to FICC's GSD Rules to
(1) provide for FICC to calculate, collect, and hold margin for the
proprietary transactions of a Netting Member separately and
independently from the margin for transactions that the Netting Member
submits to FICC on behalf of indirect participants; (2) simplify and
revise the account types through which Members may record transactions
at FICC and adopt a new Rule 2B to provide clearer public disclosures
through the Rules regarding the GSD account structure; (3) allow
Netting Members to elect for margin for indirect participant
transactions to be calculated on a gross basis (i.e., an indirect
participant-by-indirect participant basis) and legally segregated from
the margin for the Netting Member's proprietary
[[Page 87450]]
transactions (as well as those of other indirect participants); (4)
align FICC's margin calculation methodology with the expanded account
types and enhance public disclosure through the Rules of that
calculation methodology; and (5) simplify the requirements for brokered
transactions so that they only apply to transactions executed by an
Inter-Dealer Broker Netting Member on the trading platform offered by
that Inter-Dealer Broker Netting Member.
Regarding the changes described in (3) above, Partial Amendment No.
1 makes several changes to the requirements regarding Segregated
Customer Margin. First, as originally proposed, the Advance Notice
requires FICC to establish and maintain on its books and records a
Segregated Customer Margin Custody Account corresponding to each
Segregated Indirect Participants Account.\12\ Partial Amendment No. 1
deletes and replaces language in Rule 4, Section 1a, requiring
Segregated Customer Margin credited to a Segregated Customer Margin
Custody Account to be used exclusively to settle and margin
Transactions in U.S. Treasury securities recorded in the corresponding
Segregated Indirect Participants Account, with language requiring
Segregated Customer Margin credited to a Segregated Customer Margin
Custody Account to secure Transactions recorded in the corresponding
Segregated Indirect Participants Account and satisfy payment and
delivery obligations owning to the Corporation (including liquidating
or otherwise using such Segregated Customer Margin to obtain relevant
cash or securities) in connection with a default in respect of such
Transactions.
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\12\ Notice of Filing supra note 4.
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Similarly, Partial Amendment No. 1 deletes and replaces language in
Rule 4, Section 5 regarding the use of Clearing Fund and Segregated
Customer Margin requiring FICC to only use the portion of Segregated
Customer Margin that supports each Segregated Indirect Participant's
Transactions. The Advance Notice stated that FICC could use that
portion to secure or settle the obligations of that Segregated Indirect
Participant, and of the Sponsoring Member or Agent Clearing Member with
respect to the obligations of that Segregated Indirect Participant,
whereas Partial Amendment No. 1 replaces this language to state that
FICC may only use that portion of Segregated Customer Margin to secure
the Transactions of that Segregated Indirect Participant recorded in
the corresponding Segregated Indirect Participants Account and satisfy
payment and delivery obligations owing to FICC (including liquidating
or otherwise using such Segregated Customer Margin to obtain relevant
cash or securities) in connection with a default in respect of such
Transactions. Additionally, Partial Amendment No 1. clarifies language
in that portion of Rule 4 regarding FICC's prohibition on using
Segregated Customer Margin from one Segregated Indirect Participant's
Transactions to secure or settle another Segregated Indirect
Participant's Transaction by deleting reference to the term ``settle''
and replacing with satisfying payment or delivery obligations in
connection with another Segregated Indirect Participant's Transaction.
Second, as originally proposed, the Advance Notice requires FICC to
hold all Segregated Customer Margin in an account at a bank within the
meaning of the Exchange Act that is insured by the Federal Deposit
Insurance Corporation or at the Federal Reserve Bank of New York, which
account shall be segregated from any other account of the Corporation
and used exclusively to hold Segregated Customer Margin.\13\
Additionally, the Advance Notice requires Segregated Customer Margin to
be subject to a written notice of the bank or Federal Reserve Bank
provided to and retained by the Corporation that the Segregated
Customer Margin in the account is being held by the bank or Federal
Reserve Bank pursuant to SEC Rule 15c3-3 and is being kept separate
from any other accounts maintained by the Corporation or any other
person at the bank or Federal Reserve Bank.\14\ Partial Amendment No. 1
revises the Advance Notice to insert text that clarifies that FICC
shall not only hold Segregated Customer Margin in an account of FICC at
a bank within the meaning of the Exchange Act that is insured by the
Federal Deposit Insurance Corporation, but shall also hold Segregated
Customer Margin in an account at a bank that is also a qualified
custodian under the Investment Company Act of 1940,\15\ as amended.\16\
Additionally, the Advance Notice inserts text that clarifies that not
only is each account holding Segregated Customer Margin being held by a
bank or Federal Reserve Bank pursuant to SEC Rule 15c3-3 is being kept
separate from any other accounts maintained by FICC or any other person
at the bank or Federal Reserve Bank, but also requires these accounts
to not be commingled with any other accounts maintained by FICC or any
other persona at the bank or Federal Reserve Bank.
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\13\ Id.
\14\ Id.
\15\ 15 U.S.C. 80a-1 et seq.
\16\ Notice of Filing supra note 4.
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Third, as originally proposed, the Advance Notice requires any
interest earned on Segregated Customer Margin to be paid by FICC to the
Netting Member.\17\ Partial Amendment No. 1 inserts language to clarify
that any interest earned on Segregated Customer Margin consisting of
cash shall be paid to the Netting Member for the benefit of, and as
agent for, its Segregated Indirect Participants.
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\17\ Id.
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Fourth, as originally proposed, the Advance Notice would apply
three requirements to each Segregated Customer Margin Requirement for a
particular Segregated Indirect Participants Account: (1) A minimum of
40 percent of the Segregated Customer Margin Requirement for such
Account shall be satisfied with cash and/or Eligible Clearing Fund
Treasury Securities; (2) the lesser of $5,000,000 or 10 percent of the
Segregated Customer Margin Requirement for the Account must be made and
maintained in cash; and (3) a minimum of the product of $1 million and
the number of Segregated Indirect Participants whose Transactions are
recorded in such Segregated Indirect Participants Account must be made
and maintained in cash.\18\ Partial Amendment No. 1 would revise the
Advance Notice by deleting the second requirement regarding the lesser
of $5,000,000 or 10 percent of the Segregated Customer Margin
Requirement for the Account must be made and maintained in cash.
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\18\ Id.
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Fifth, as originally proposed, FICC had the discretion to retain
some or all of the Excess Segregated Customer Margin if the Member had
an outstanding payment or margin obligation to FICC with respect to the
Transactions of any Segregated Indirect Participant.\19\ Partial
Amendment No. 1 would revise the Advance Notice by adding text that
clarifies the FICC shall not retain the Excess Segregated Customer
Margin with respect to the Transactions of a Segregated Indirect
Participant when they have determined, in their sole discretion, that
such outstanding payment or margin obligation is unrelated to the
Transactions of that Segregated Indirect Participant.
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\19\ Id.
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Sixth, Partial Amendment No. 1 would make the following change to
the Margin Component Schedule in the Advance Notice regarding
Segregated Customer Margin Requirement
[[Page 87451]]
Calculations.\20\ As originally proposed, each Segregated Indirect
Participant would be required to deposit in the Segregated Indirect
Participants Account Required Fund Deposit the greater of the (i) the
sum of the Unadjusted GSD Margin Portfolio Amount and all applicable
additional charges; and (ii) a minimum charge of $1 million. Partial
Amendment No. 1 would revise the Advance Notice by inserting text to
clarify that FICC may, in its sole discretion, adjust the minimum
charge of $1 million in the Segregated Indirect Participants Account
Required Fund Deposit if FICC determines that a different minimum
charge would be appropriate and consistent with achieving its
backtesting coverage target and that Members would be notified of any
such adjustment by an Important Notice.
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\20\ Id.
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Seventh, Partial Amendment No. 1 would add text to Rule 3A, Section
3, as proposed to be amended by SR-FICC-2024-005,\21\ to state that a
Sponsored Member may be a series of a limited liability company,
statutory trust, or other legal entity.
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\21\ Securities Exchange Act Release No. 99817 (March 21, 2024),
89 FR 21362 (March 27, 2024) (File No. SR-FICC-2024-005).
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Regarding the changes described in (4) above, Partial Amendment No.
1 would add language to clarify how the definition of Current Net
Settlement Position relates to Sponsored GC Trades and that the
definition does not refer to calculating the Net Settlement Position
under Rule 11. As originally proposed, the definition stated that, if a
Current Net Settlement Position recorded in a Sponsoring Member Omnibus
Account or Segregated Indirect Participants Account is not clearly
allocable to an individual Sponsored Member or Segregated Indirect
Participant, including because one or more transactions recorded in the
Account did not settle on its original Scheduled Settlement Date, then,
for purposes of calculating the relevant Netting Member's Sponsoring
Member Omnibus Account Required Fund Deposit or Segregated Customer
Margin Requirement for such Account, FICC shall allocate the positions
in the manner specified. In Partial Amendment No. 1, the definition
states if a Current Net Settlement Position recorded in a Sponsoring
Member Omnibus Account or Segregated Indirect Participants Account is
not clearly allocable to an individual Sponsored Member or Segregated
Indirect Participant, including because one or more transactions (other
than Sponsored GC Trades) recorded in the Account did not settle on its
original Scheduled Settlement Date (such failure to settle would not
occur with respect to Sponsored GC Trades), then, for purposes of
calculating the relevant Netting Member's Sponsoring Member Omnibus
Account Required Fund Deposit or Segregated Customer Margin Requirement
for such Account and not for purposes of calculating the Net Settlement
Position under Rule 11, FICC shall allocate the positions in the manner
specified.\22\
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\22\ Partial Amendment No. 1 would also amend the definition of
Netting Member Capital to use the defined terms Net Assets and
Equity Capital.
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Regarding the changes described in (5) above, Partial Amendment No.
1 makes several changes to the Advance Notice and existing rules
regarding the use of the term Brokered Transactions, including changes
to its definition. Specifically, Partial Amendment No. 1 would delete
and add text to the definition of Brokered Transaction to clarify that
a Brokered Transaction means the side of a transaction, including a
Repo Transaction, that is submitted to the Corporation for Novation by
an Inter-Dealer Broker Netting Member calling for the delivery of an
Eligible Netting Security, or the posting of cash or an Eligible
Netting Security as collateral, that such Inter-Dealer Broker Netting
Member enters into with another Netting Member or a Sponsored Member or
Executing Firm Customer through the Inter-Dealer Broker Netting
Member's own trading platform. As initially proposed, the definition of
Brokered Transaction referred only to any transaction, including a Repo
Transaction, calling for the delivery of an Eligible Netting Security,
or the posting of cash or an Eligible Netting Security as collateral.
Partial Amendment No. 1 also revises text proposed in SR-FICC-2024-
005 regarding the treatment of Agent Clearing Transactions and deletes
reference to the term Brokered Transactions, such that Brokered
Transactions would not be excluded from being an Agent Clearing
Transaction.
Additionally, Partial Amendment No. 1 makes the following changes
to delete references to the term Brokered Transactions: (i) amends text
from the Advance Notice regarding Rule 1, to remove the term Brokered
Transactions from the definition of Dealer Account; (ii) revises Rule
4, Section 7 regarding loss allocation for Inter-Dealer Broker Netting
Members, to replace a reference to a Segregated Repo Account, with a
reference to a Broker Account, and to remove a reference to a Non-IDB
Repo Broker, as the Advance Notice deletes the use of that term from
the Rules; and (iii) amends existing Rule 3A Section 5 regarding
Sponsored Member Trades and deletes reference to the term Brokered
Transactions, such that the text now states that Sponsored Member
Trades (other than Sponsored GC Trades) may be any type of transaction
eligible for submission to FICC for netting with the exception of
Netting Eligible Auction Purchases and GCF Repo Transactions.
Finally, Partial Amendment No. 1 makes several technical and
conforming changes throughout the Advance Notice, such as renumbering
section numbers to reflect the addition of new sections.
Partial Amendment No. 1 would not change the purpose of, or
statutory basis for the Advance Notice. All other representations in
the Advance Notice remain as stated therein and no other changes are
being made.
II. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the Advance
Notice is consistent with the Clearing Supervision Act. Comments may be
submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>);
or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#cfbdbaa3aae2aca0a2a2aaa1bbbc8fbcaaace1a8a0b9"><span class="__cf_email__" data-cfemail="81f3f4ede4ace2eeecece4eff5f2c1f2e4e2afe6eef7">[email protected]</span></a>. Please include
file number SR-FICC-2024-802 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-FICC-2024-802. 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-regulations/self-regulatory-organization-rulemaking">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>). Copies of the
submission, all subsequent amendments, all written statements with
respect to the advance notice that are filed with the Commission, and
all written communications relating to the advance notice between the
Commission and any person, other than those that may be withheld from
the
[[Page 87452]]
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
such filing also will be available for inspection and copying at the
principal office of FICC and on DTCC's website at (<a href="https://dtcc.com/legal/sec-rule-filings.aspx">https://dtcc.com/legal/sec-rule-filings.aspx</a>). Do not include personal identifiable
information in submissions; you should submit only information that you
wish to make available publicly. We may redact in part or withhold
entirely from publication submitted material that is obscene or subject
to copyright protection. All submissions should refer to File Number
SR-FICC-2024-802 and should be submitted on or before November 18,
2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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\23\ 17 CFR 200.30-3(a)(31).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-25430 Filed 10-31-24; 8:45 am]
BILLING CODE 8011-01-P
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