83_FR_40769 83 FR 40611 - Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Correct Certain References, Provide Transparency to Existing Processes and Amend Existing Practices in Connection With the Mortgage-Backed Securities Division Electronic Pool Notification Rules

83 FR 40611 - Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Correct Certain References, Provide Transparency to Existing Processes and Amend Existing Practices in Connection With the Mortgage-Backed Securities Division Electronic Pool Notification Rules

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 158 (August 15, 2018)

Page Range40611-40617
FR Document2018-17489

Federal Register, Volume 83 Issue 158 (Wednesday, August 15, 2018)
[Federal Register Volume 83, Number 158 (Wednesday, August 15, 2018)]
[Notices]
[Pages 40611-40617]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-17489]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83808; File No. SR-FICC-2018-007]


Self-Regulatory Organizations; Fixed Income Clearing Corporation; 
Notice of Filing of Proposed Rule Change To Correct Certain References, 
Provide Transparency to Existing Processes and Amend Existing Practices 
in Connection With the Mortgage-Backed Securities Division Electronic 
Pool Notification Rules

August 9, 2018.
    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 August 3, 2018, Fixed Income Clearing Corporation (``FICC'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II and III below, which 
Items have been prepared by the clearing agency. 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.
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change consists of amendments to the FICC 
Mortgage-Backed Securities Division (``MBSD'') electronic pool 
notification (``EPN'') Rules (the ``EPN Rules'') \3\ as described 
below.
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    \3\ Terms not defined herein are defined in the EPN Rules, 
available at http://www.dtcc.com/legal/rules-and-procedures.
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    FICC is proposing to correct the EPN Rules by (i) deleting 
references to the term ``EPN Procedures,'' (ii) amending the definition 
of the term ``Interested Person'' to delete the reference to 
``Comparison Only System,'' (iii) deleting the defined term for ``Par 
Amount,'' (iv) replacing references to the term ``Vice President'' with 
the term ``Executive Director,'' (v) amending Sec. 3 (Agreements of EPN 
User) in EPN Rule 1 (Requirements Applicable to EPN Users) of Article 
III (EPN Users) to clarify an EPN User's obligation to process Messages 
through the EPN system during a system disruption, and (vi) amending 
EPN Rule 4 (Admission to Premises of Corporation; Power of Attorney) of 
Article III (EPN Users) to replace a reference to ``he'' with ``such 
person.''
    FICC is proposing to amend various sections in the EPN Rules to 
provide transparency to FICC's existing processes. Specifically, FICC 
is proposing to amend EPN Rule 1 (Definitions) of Article I 
(Definitions and General Provisions); Section 2 (Limitations) in EPN 
Rule 1 (Accounts) and Section 1 (Availability of Reports), Section 2 
(Message Detail Report), Section 3 (Message Summary Report), and 
Section 5 (Good Delivery; Time Stamps) in EPN Rule 2 (Reports) of 
Article II (Messages Processed by the Corporation); and EPN Rule 5 (Use 
of EPN Service) of Article III (EPN Users).
    FICC is also proposing to amend its existing practice in connection 
with an EPN User's submission of a cancel and correct Message.\4\ 
Specifically, FICC is proposing to establish one good delivery time 
stamp (referred to as the ``T2'' \5\ time stamp) that reflects the same 
processing time on the pool seller's and the pool buyer's cancel and 
correct Message, respectively. The proposed change would not affect 
FICC's guarantee and novation of transactions submitted by Clearing 
Members through MBSD's Clearing System.\6\
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    \4\ See Article II, EPN Rule 2, Sec. 5, supra note 3.
    \5\ The reference to ``T2'' does not relate to the two business 
days settlement cycle for broker-dealer securities transactions, 
known as ``T+2.''
    \6\ MBSD maintains two sets of rulebooks. The EPN Rules govern 
MBSD's EPN Service, and the MBSD Clearing Rules (the ``MBSD Rules'') 
govern MBSD's clearance and settlement service. The MBSD Rules are 
available at http://www.dtcc.com/legal/rules-and-procedures. 
Pursuant to the MBSD Rules, the term ``Clearing System'' means the 
(i) system of services provided by MBSD to persons that are Clearing 
Members thereof, including trade comparison, to-be-announced 
netting, pool comparison, pool netting, and settlement, as 
applicable, and (ii) operations carried out by MBSD in the course of 
providing such services, as provided in the MBSD Rules. See MBSD 
Rule 1, Definitions.
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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
    FICC is proposing to correct the EPN Rules by (i) deleting 
references to the term ``EPN Procedures'' because FICC does not 
maintain EPN Procedures, (ii) amending the definition of the term 
``Interested Person'' to delete the reference to ``Comparison Only 
System'' because MBSD does not maintain a Comparison Only System, (iii) 
deleting the defined term for ``Par Amount'' because this term is not 
used in the EPN Rules, (iv) replacing references to the term ``Vice 
President'' with the term ``Executive Director'' because FICC no longer 
utilizes the Vice President title, (v) amending Sec. 3 (Agreements of 
EPN User) in EPN Rule 1 (Requirements Applicable to EPN Users) of 
Article III (EPN Users) to clarify an EPN User's obligation to process 
Messages through the EPN system during a system disruption because this 
change would be an accurate reflection of FICC's existing practice, and 
(vi) amending EPN Rule 4 (Admission to Premises of Corporation; Power 
of Attorney) of Article III (EPN User) to replace a reference to ``he'' 
with ``such person'' because the reference to ``such person'' would be 
gender neutral.

[[Page 40612]]

    FICC is proposing to amend various sections in the EPN Rules to 
provide transparency to FICC's existing processes. Specifically, FICC 
is proposing to amend EPN Rule 1 (Definitions) of Article 1 
(Definitions and General Provisions); Section 2 (Limitations) in EPN 
Rule 1 (Accounts) and Section 1 (Availability of Reports), Section 2 
(Message Detail Report), Section 3 (Message Summary Report), and 
Section 5 (Good Delivery; Time Stamps) in EPN Rule 2 (Reports) of 
Article II (Messages Processed by the Corporation); and EPN Rule 5 (Use 
of EPN Service) of Article III (EPN Users).
    FICC is also proposing to amend its existing practice in connection 
with an EPN User's submission of a cancel and correct Message.\7\ 
Specifically, FICC is proposing to establish one good delivery T2 time 
stamp \8\ that reflects the same processing time on the pool seller's 
and the pool buyer's cancel and correct Message, respectively. As a 
result of this change, in the event that the T2 time stamp reflects a 
time that does not meet the good delivery requirements in accordance 
with the Securities Industry and Financial Markets Association's 
(``SIFMA'') Uniform Practices Manual for the Clearance and Settlement 
of Mortgage-Backed Securities and Other Related Securities (referred to 
in the EPN Rules as the ``SIFMA Guidelines''),\9\ the financing of the 
mortgage pools associated with the Message, if any, would be the 
responsibility of the counterparties to such Message, as determined by 
such parties, in accordance with the SIFMA Guidelines. FICC is 
proposing this change because it would be consistent with the SIFMA 
Guidelines, and FICC believes that the parties to the Message are best 
positioned to ensure that a cancel and correct Message meets the good 
delivery requirements. The proposed change would not affect FICC's 
guarantee and novation of transactions submitted by Clearing Members 
through MBSD's Clearing System.
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    \7\ See supra note 4.
    \8\ The good delivery T2 time stamp indicates whether good 
delivery has occurred with respect to a Message--meaning, if the T2 
time stamp reflects a time that is at or before the established 
deadline, then good delivery has been established and the pool buyer 
will accept the Message with respect to the allocated securities.
    \9\ The SIFMA Guidelines are available at https://www.sifma.org/resources/general/tba-market-governance/.
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    The proposed changes are described in detail below.

(1) MBSD's EPN Service

    MBSD's electronic pool notification service (referred to in the EPN 
Rules as the ``EPN Service'') enables users to reduce risk and 
streamline their operations by providing an automated manner for market 
participants that have an obligation to deliver pools (``pool 
sellers'') to transmit pool information efficiently and reliably to 
their counterparties (``pool buyers'') in real time. Market 
participants that wish to utilize the EPN Service are required to 
submit an application to MBSD. The application process and the use of 
the EPN Service are governed by the EPN Rules.\10\ The EPN Rules are 
designed to be consistent with the SIFMA Guidelines, which reflect 
common industry practices for the trading, clearance and settlement of 
mortgage-backed securities transactions. MBSD's Clearing Members are 
required to be EPN Users; however, one can be an EPN User and not a 
Clearing Member.\11\
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    \10\ See Article III, EPN Rule 1, supra note 3.
    \11\ Pursuant to the MBSD Rules, the term ``Clearing Member'' 
means any entity admitted into membership pursuant to MBSD Rule 2A. 
See MBSD Rule 1, Definitions, supra note 6.
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(2) Proposed Changes To Correct the EPN Rules

    FICC is proposing to amend the EPN Rules in order to correct 
various provisions in the EPN Rules. The proposed changes would help 
ensure that the EPN Rules are clear and accurate. The proposed changes 
reflect MBSD's existing practices and FICC believes that these changes 
would help EPN Users better understand their rights and obligations 
under the EPN Rules. The proposed changes are described in detail 
below.

a. Article I--Definitions and General Provisions

Proposed Changes to EPN Rule 1--Definitions
    FICC is proposing to delete the term ``EPN Procedures.'' EPN Rule 
11 of Article V empowers FICC to adopt EPN Procedures as FICC ``deems 
necessary or desirable.'' \12\ It appears that when FICC instituted the 
EPN Service and the related EPN Rules, EPN Procedures were not adopted 
at that time.\13\ Since FICC does not currently maintain EPN 
Procedures, FICC has decided to conform the EPN Rules to its practices 
by deleting this definition and the related references throughout the 
EPN Rules because this inchoate power is itself not necessary.
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    \12\ See supra note 3.
    \13\ FICC instituted the EPN Service and the related EPN Rules 
on a pilot basis in February 1995. The Commission's temporary 
approval order notes that Amendment No. 2 to the proposed rule 
change clarified that ``the only MBS rules and procedures applicable 
to EPN users are the rules and procedures located in Articles VI, 
VII, VIII, IX, and X of MBS's rules.'' See Release No. 35009 
(November 25, 1994) 59 FR 61913 (December 2, 1994) (SR-MBS-94-02). 
The Commission granted permanent approval of the EPN Service and the 
related EPN Rules in November 1995. See Release No. 36540 (November 
30, 1995) 60 FR 63089 (December 8, 1995) (SR-MBS-95-09). It should 
be noted FICC submitted a proposed rule change in June 2017 which, 
among other things, renumbered the references of Articles VI, VII, 
VIII, IX, and X to refer to Articles I, II, III, IV and V, 
respectively. See Release No. 81002 (June 22, 2017) 82 FR 29355 
(June 28, 2017) (SR-FICC-2017-015).
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    FICC is proposing to amend the term ``EPN Service'' to delete the 
reference to EPN Procedures.
    FICC is proposing to amend the term ``EPN User Profile'' to delete 
the reference to EPN Procedures. In connection with this change, FICC 
is proposing to make a grammatical correction to this definition by 
replacing the word ``in'' with ``by'' so that the definition would 
state that ``the EPN User Profile would be on a form specified `by' 
FICC.''
    FICC is proposing to amend the term ``Interested Person'' to delete 
the reference to Comparison Only System because MBSD does not maintain 
a Comparison Only System. FICC believes that the inclusion of this term 
in the EPN Rules was an error.
    FICC is proposing to delete the term ``Par Amount'' because this 
term is not otherwise referred to in the EPN Rules. FICC believes that 
the inclusion of this term in the EPN Rules was an error and that it 
has no practical effect because this term is not used in the EPN Rules. 
FICC notes that this term was included and not defined in a version of 
the EPN Rules that was filed with the Commission on October 20, 
1999.\14\
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    \14\ Release No. 42721 (April 25, 2000) 65 FR 25778 (May 3, 
2000) (SR-MBSCC-99-8).
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b. Article III--EPN Users

i. Proposed Changes to EPN Rule 1--Requirements Applicable to EPN Users
    Section 3 (Agreements of EPN Users) sets forth a list of terms that 
an applicant is required to agree to, as specified in the EPN User 
Agreement. This list states, in part, that an applicant shall agree (i) 
to abide by and be bound by the EPN Rules and EPN Procedures, (ii) that 
the EPN Rules and EPN Procedures are incorporated into every contract 
or Message, (iii) that the EPN User shall pay fines that are imposed in 
accordance with the EPN Rules and EPN Procedures, and (iv) that it is 
bound by any amendment to the EPN Rules and EPN Procedures. FICC is 
proposing to delete all references in this section to the EPN 
Procedures.
    Section 3 also includes a paragraph that states that in the event 
of an EPN

[[Page 40613]]

system disruption and an extension of the cut-off times for 
communicating pool allocation information pursuant to the SIFMA 
Guidelines, EPN Users ``will'' be relieved of their obligation to 
process Messages through the EPN Service until the beginning of the 
next Business Day after the EPN system has been recovered. FICC is 
proposing to amend this provision to state that EPN Users ``may'' be 
relieved of their obligation to process Messages through the EPN 
Service until ``later in the Business Day or'' the beginning of the 
next Business Day after the EPN system has been recovered.
    FICC is proposing this change because the nature of the EPN system 
disruption and MBSD's ability to promptly fix such disruption 
determines whether the cut-off time would be extended to later in the 
Business Day or the next Business Day. In the event that FICC has the 
ability to promptly fix the EPN system disruption, EPN Users may be 
required to process their Messages in accordance with the applicable 
timeframes for the remainder of the Business Day. However, if FICC 
cannot promptly fix the EPN system disruption, MBSD would relieve EPN 
Users of their obligation to process Messages through the EPN Service 
until the beginning of the next Business Day. In all cases, FICC 
coordinates with EPN Users and, to the extent necessary, SIFMA to 
communicate whether an extension of the cut-off time is necessary. 
Though EPN system disruptions are rare, the proposed change is 
consistent with MBSD's existing practice of handling system disruptions 
that impact the EPN Service.
    Section 5 (EPN Users Bound by EPN Rules, EPN Procedures and 
Applicable Laws) states, in part, that the use of FICC's facilities by 
an EPN User shall constitute such EPN User's agreement with FICC and 
with all other EPN Users to be bound by the provisions of, and by any 
action taken or order issued by FICC pursuant to the EPN Rules and any 
amendment thereto, and to such EPN Procedures that FICC from time to 
time may adopt. FICC is proposing to amend the title of this section 
and the paragraph in this section to delete all references to EPN 
Procedures.
    Section 6 (EPN Rules and EPN Procedures Incorporated in EPN User 
Messages) states that the EPN Rules and the EPN Procedures adopted from 
time to time by FICC shall be deemed incorporated in each Message that 
occurs through the EPN Service. It also states that if the terms 
contained in any other agreement between EPN Users are inconsistent 
with the provisions of the EPN Rules or the EPN Procedures, the EPN 
Rules and the EPN Procedures shall be controlling. FICC is proposing to 
amend the title of this section and the paragraph in this section to 
delete all references to EPN Procedures.
ii. Proposed Changes to EPN Rule 3--When the Corporation Declines To 
Act for an EPN User
    Section 1 (Ceasing to Act for an EPN User) in EPN Rule 3 states, in 
part, that FICC may at any time cease to act for an EPN User if the EPN 
User has (i) failed to perform its obligations to FICC or other EPN 
Users under the EPN Rules or the EPN Procedures or (ii) materially 
violated any of the EPN Rules, EPN Procedures or any agreement with 
FICC. FICC is proposing to amend this section to delete all references 
to the EPN Procedures.
iii. Proposed Changes to EPN Rule 4--Admission to Premises of 
Corporation; Powers of Attorney
    EPN Rule 4 states, in part, that no person shall be permitted to 
enter FICC's premises as the representative of any EPN User unless 
``he'' has first been approved by FICC. FICC is proposing to delete the 
reference to ``he'' and replace it with ``such person'' because FICC 
believes that it would be more appropriate to use gender neutral 
terminology.

c. Article V--Miscellaneous

i. Proposed Changes to EPN Rule 1--Action by the Corporation
    EPN Rule 1 states that except where action by the Board, or any 
committee of the Board, is specifically required by the By-Laws or the 
EPN Rules, FICC may act by its President, any Managing Director or any 
Vice President or by such person as may be designated from time to time 
by the Board. FICC is proposing to amend this sentence to delete the 
reference to Vice President and replace it with Executive Director. 
FICC is proposing this change because FICC no longer utilizes the Vice 
President title. This category of officers is currently referred to as 
Executive Directors.
ii. Proposed Changes to EPN Rule 3--Fines and Other Sanctions
    EPN Rule 3 states that FICC may impose a fine on an EPN User for a 
violation of the EPN Rules or EPN Procedures. FICC is proposing to 
amend this paragraph to delete the reference to EPN Procedures.
iii. Proposed Changes to EPN Rule 4--Communications
    Section 1 (Communications) states, in part, that each EPN User 
maintaining an Account shall be required to maintain such data 
processing and communications equipment as FICC may specify in the EPN 
Procedures. FICC is proposing to delete the reference to EPN Procedures 
and amend this sentence to state that each EPN User maintaining an 
Account shall be required to maintain such data processing and 
communications equipment as FICC may specify from time to time. The 
proposed change is consistent with FICC's existing practice of 
providing data processing and communications equipment requirements to 
all approved applicants during the membership onboarding process. In 
the event that FICC changes or updates its data processing and 
communications equipment requirements, FICC partners with applicants 
and EPN Users to help ensure that their equipment is adequate and that 
such EPN Users are operationally ready. EPN Users are made aware of all 
changes or updates to FICC's data processing and communications 
equipment requirements because FICC communicates such changes through 
various forms of communication including but not limited to important 
notices, electronic mail and phone.
iv. Proposed Changes to EPN Rule 7--Hearings
    Section 1 (Requests for a Hearing) states, in part, that if an 
Interested Person's written statement contests FICC's determination 
that such Interested Person has violated an EPN Rule or EPN Procedure, 
the statement must specifically admit or deny each violation alleged 
and detail the reasons why the EPN Rules or EPN Procedures alleged to 
have been violated are being contested. FICC is proposing to amend this 
sentence to delete all references to the EPN Procedures.
v. Proposed Changes to EPN Rule 11--EPN Procedures
    FICC is proposing to delete this rule its entirety because FICC 
does not maintain EPN Procedures. EPN Rule 11 of Article V empowers 
FICC to adopt EPN Procedures as FICC ``deems necessary or desirable.'' 
\15\ It appears that when FICC instituted the EPN Service and the 
related EPN Rules, EPN Procedures were not adopted at that time.\16\ 
Since FICC does not currently maintain EPN Procedures, FICC has decided 
to conform the EPN Rules to its practices by deleting this Rule, the 
defined term from EPN Rule 1 of Article

[[Page 40614]]

I (as stated above), and related references throughout the EPN Rules 
because this inchoate power is itself not necessary. FICC would reserve 
this rule for future use and this rule would be entitled ``Reserved for 
Future Use.''
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    \15\ See supra note 3.
    \16\ See supra note 13.
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vi. Proposed Changes to EPN Rule 12--Waivers, Etc.
    EPN Rule 12 states, in part, that the time fixed by the EPN Rules, 
the EPN Procedures or any regulations issued by FICC for the doing of 
any act may be extended, waived or suspended by the Board or by any 
officer of FICC having a rank of Vice President or higher whenever such 
extension, waiver or suspension is necessary or expedient. FICC is 
proposing to amend this sentence to delete all references to EPN 
Procedures and delete all references to regulations issued by FICC. 
FICC is also proposing to delete the reference to ``Vice President'' 
and replace it with ``Executive Director'' because FICC no longer 
utilizes the Vice President title. This category of officers is 
currently referred to as Executive Directors.
vii. Proposed Changes to EPN Rule 17--Forms
    EPN Rule 17 states, in part, that any information required to be 
delivered to FICC by use of any such forms may be delivered by the use 
of any media, as shall be prescribed in the EPN Procedures or by FICC 
from time to time. FICC is proposing to delete the reference to EPN 
Procedures. In the event that FICC requires that a particular form 
should be delivered by use of any media, it is FICC's existing practice 
to provide this information directly to the affected EPN User. To the 
extent that such requirement is applicable to a group or category of 
EPN Users, such EPN Users are made aware of FICC's requirements because 
FICC announces such information through important notices, available at 
http://www.dtcc.com/legal/important-notices.

(3) Proposed Changes To Provide Enhanced Transparency to the EPN Rules

    FICC is proposing to amend the EPN Rules to provide transparency to 
various provisions in the EPN Rules. The proposed changes would help 
ensure that the EPN Rules are clear and accurate. The proposed changes 
reflect MBSD's existing practices and FICC believes that these changes 
would help EPN Users better understand their rights and obligations 
under the EPN Rules. The proposed changes are described in detail 
below.

a. Article I--Definitions and General Provisions

Proposed Changes to EPN Rule 1--Definitions
    FICC is proposing to amend the term ``Message'' to delete the 
reference to EPN Procedures. FICC would define this term as all 
electronic messages sent and received by an EPN User through the EPN 
Service.

b. Article II--Messages Processed by the Corporation

i. Proposed Changes to EPN Rule 1--Accounts
    Section 2 (Limitations) states that FICC may specify in the EPN 
Procedures that certain Messages between EPN Users are not eligible for 
the EPN Service. FICC is proposing to delete the reference to EPN 
Procedures and amend this section to state that certain Messages may be 
ineligible if FICC determines that such Messages are not submitted in a 
manner that is consistent with the communication links, formats, 
timeframes, and deadlines established by FICC.
    Currently, an EPN User is informed of the requisite communication 
links, formats, timeframes, and deadlines when such EPN User's 
application has been approved by MBSD. This information is communicated 
to all approved applicants during the membership onboarding process. 
The communication links and formats are also available in MBSD's 
implementation guidelines at http://www.dtcc.com/clearing-services/ficc-mbsd/ficc-mbsd-user-documentation. The timeframes and deadlines 
are available at http://www.dtcc.com/~/media/Files/Downloads/Clearing-
Services/FICC/MBSD/MBSD-Clearing-Schedules-and-Timeframes.pdf.
ii. Proposed Changes to EPN Rule 2--Reports
    Section 1 (Availability of Reports) states that the Message Detail 
Report and the Message Summary Report are available at a time specified 
in the EPN Procedures. FICC is proposing to delete the reference to EPN 
Procedures and amend this section to state that these reports would be 
available at a time specified in the time schedule posted on FICC's 
website. This proposed change refers to the timeframes available at 
http://www.dtcc.com/~/media/Files/Downloads/Clearing-Services/FICC/
MBSD/MBSD-Clearing-Schedules-and-Timeframes.pdf.
    Section 2 (Message Detail Report) states that the Message Detail 
Report shall list the contents of each Message as described in the EPN 
Procedures. FICC is proposing to delete the reference to EPN Procedures 
and amend this section to state that for each Eligible Security, the 
Message Detail Report would include, but would not be limited to, the 
pool number, original face value, current face value, maturity date, 
pool factor, CUSIP Number, issue date, principal and interest, and 
total net money. In connection with this change, FICC is proposing to 
amend Article I, EPN Rule 1 (Definitions) to include a defined term for 
``CUSIP Number.'' This term would be defined as the Committee on 
Uniform Securities Identification Procedures identifying number for an 
EPN Eligible Security. The proposed change to this section would be 
consistent with the information that is currently included in the 
Message Detail Report.
    Section 3 (Message Summary Report) states that the Message Summary 
Report shall list the contents of each Message as described in the EPN 
Procedures. FICC is proposing to delete the reference to EPN Procedures 
and amend this section to state that for each Eligible Security, the 
Message Summary Report would include, but would not be limited to, the 
total original face value, total net money, CUSIP Number, and summary 
of the number and type of Messages. The proposed change to this section 
would be consistent with the information that is currently included in 
the Message Summary Report.
    Section 5 (Good Delivery; Time Stamps) states that each EPN Message 
shall include one or more time stamps, one of which will include a good 
delivery time stamp as described in the EPN Procedures. FICC is 
proposing to delete the reference to ``EPN'' in the term ``EPN 
Message'' because ``EPN Message'' is not a defined term, however, 
``Message'' is a defined term. FICC is also proposing to delete the 
reference to EPN Procedures. FICC is also proposing to amend this 
section to state that the good delivery time stamp would be referred to 
as ``T2'' and that the application of this time stamp would determine 
good delivery among EPN Users pursuant to the SIFMA Guidelines. The 
proposed change would also state that the remainder of the time stamps 
would be for the EPN Service's operational, processing, and reporting 
purposes.\17\
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    \17\ Each Message reflects additional time stamps (e.g., T1, T3, 
T4, and T5) that are solely for FICC's operational, processing and 
reporting purposes. T1 represents the time when the Message is 
received by the EPN Service for processing; T3 represents the time 
when the EPN Service's Message Processor sends the Message to the 
Outbound Table; T4 represents the time when the Message Processor 
archives the Message; and T5 represents the time when the EPN 
Service's Output Formatter writes the Message to the Outbound Table. 
The Message Processor, Outbound Table and the Output Formatter are 
operational components of the EPN Service.

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[[Page 40615]]

    In accordance with the SIFMA Guidelines, pool sellers use the EPN 
Service to transmit pool information in real-time to their pool buyer 
counterparties. Two Business Days prior to the established settlement 
date of to-be-announced settlement obligations (known as ``48-Hour 
Day''), pool sellers that have an obligation to deliver pools to pool 
buyers must submit pool information that such pool sellers intend to 
allocate in satisfaction of their settlement obligation. This 
notification must occur by 3:00 p.m. on 48-Hour Day.\18\ The 3:00 p.m. 
cut-off time establishes that good delivery has occurred for purposes 
of the established settlement date--meaning that, if a pool seller 
submits its pool information in a Message by the 3:00 p.m. cut-off time 
on 48-Hour Day, then the pool buyer is obligated to accept the mortgage 
pools on the settlement date. In the event that the pool seller's 
notification does not meet the 3:00 p.m. deadline, the pool buyer will 
determine whether it is willing to accept the pools subsequent to the 
settlement date, and either the pool seller or the pool buyer will 
finance the mortgage pools until the delivery date. The delivery of the 
mortgage pools and any financing arrangement occur outside of the EPN 
Service.
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    \18\ See MBSD's timeframes, available at http://www.dtcc.com/~/
media/Files/Downloads/Clearing-Services/FICC/MBSD/MBSD-Clearing-
Schedules-and-Timeframes.pdf; and see the SIFMA Guidelines, Chapter 
7, supra note 9.
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    Because the timing of each Message is important, the EPN system 
applies time stamps to each Message that is processed through the EPN 
Service. The time stamp designated as T2 establishes whether the pool 
seller has met good delivery--meaning, the 3:00 p.m. cut-off time on 
48-Hour Day.\19\
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    \19\ In the event that a pool seller fails to submit its pool 
information, such pool seller's obligation to submit the pool 
information remains ongoing until the pool information is submitted.
---------------------------------------------------------------------------

    In the event that the pool seller decides to substitute a mortgage 
pool for which pool information has already been provided, the pool 
seller must submit a cancel and correct Message by 12:15 p.m. on any 
Business Day prior to the delivery of the mortgage pool.\20\ Upon 
receipt of the pool seller's Message, the EPN system transmits the 
Message to the pool buyer. The T2 time stamp on the Message received by 
the pool buyer establishes whether good delivery has occurred for 
purposes of the pool seller's pool substitution. In the event that the 
T2 time stamp on the pool buyer's Message is after 12:15 p.m., FICC is 
responsible for financing the mortgage pools associated with the 
Message until the delivery date so long as the T2 time stamp on the 
pool seller's Message reflects a time that is at or before 12:15 p.m. 
As set forth in subsection (4) below, FICC is proposing to establish 
one good delivery T2 time stamp that reflects the same processing time 
on the pool seller's Message and the pool buyer's Message, 
respectively. This T2 time stamp would determine whether the pool 
seller's cancel and correct Message has met the good delivery 
requirement.
---------------------------------------------------------------------------

    \20\ Supra note 18.
---------------------------------------------------------------------------

c. Article III--EPN Users

Proposed Changes to EPN Rule 5--Use of EPN Service
    EPN Rule 5 states, in part, that all EPN Users will use the EPN 
Service for EPN Eligible Securities in a manner set forth in the EPN 
Procedures and that this shall be accomplished by providing (for each 
Message that an EPN User sends or receives) the pricing and other 
descriptive information, in the manner, and by the cut-off times, 
specified in the EPN Procedures. FICC is proposing to delete the 
references to EPN Procedures and amend this rule to state that the EPN 
User will use the EPN Service in a manner set forth in the EPN Rules 
and that this shall be accomplished by providing (for each Message that 
an EPN User sends or receives) the pricing and other descriptive 
information, in the manner, and by the times, specified on FICC's 
website. This information is communicated to all approved applicants 
during the membership onboarding process. The information that an EPN 
User is required to include in a Message is available at http://www.dtcc.com/clearing-services/ficc-mbsd/ficc-mbsd-user-documentation.aspx, and the timeframes are available at http://
www.dtcc.com/~/media/Files/Downloads/Clearing-Services/FICC/MBSD/MBSD-
Clearing-Schedules-and-Timeframes.pdf.

(4) Proposed Change to the EPN System's Processing of the Good Delivery 
T2 Time Stamp for Pool Substitutions

    As described above in subsection (3)b.ii., if a pool seller decides 
to substitute a mortgage pool for which pool information has already 
been provided, the pool seller must submit a cancel and correct Message 
by 12:15 p.m. on any Business Day prior to the delivery of the mortgage 
pool. Upon receipt of the pool seller's Message, the EPN system applies 
a T2 time stamp to the pool seller's Message to reflect the time that 
the EPN system received the pool seller's Message. The EPN system also 
applies a T2 time stamp to the pool buyer's Message to reflect the time 
that the pool buyer received the pool seller's Message. The T2 time 
stamp on the pool buyer's Message establishes whether good delivery has 
occurred for purposes of the pool seller's pool substitution. In the 
event that the T2 time stamp on the pool buyer's Message reflects a 
time that is after 12:15 p.m., FICC is responsible for financing the 
mortgage pools that are associated with the Message until the next 
Business Day.\21\
---------------------------------------------------------------------------

    \21\ To date, all Messages have met the established good 
delivery requirements, and as a result, FICC has not had to finance 
any mortgage pools.
---------------------------------------------------------------------------

    FICC is proposing to establish one good delivery T2 time stamp that 
reflects the same processing time on the pool seller's Message and the 
pool buyer's Message, respectively. This time stamp would determine 
whether the 12:15 p.m. cut-off time has been met for purposes of 
establishing good delivery of the pool buyer's pool substitution. As a 
result of this change, in the event that the T2 time stamp reflects a 
time that does not meet the 12:15 p.m. cut-off time, the financing of 
the mortgage pools, if any, would be the responsibility of the 
counterparties to the Message as determined by such parties in 
accordance with the SIFMA Guidelines. FICC is proposing this change 
because it would be consistent with the SIFMA Guidelines and FICC 
believes that the parties to the Message are best positioned to ensure 
that the Message meets the good delivery requirements.
    The proposed change would be consistent with FICC's proposal to 
amend Section 5 (Good Delivery; Time Stamps) in EPN Rule 2 (Reports) of 
Article II (Messages Processed by the Corporation) (as referenced above 
in subsection (3)b.ii.) to state that the good delivery time stamp 
would be referred to as ``T2'' and the application of this time stamp 
would determine good delivery among EPN Users pursuant to the SIFMA 
Guidelines.
    The proposed change would not affect FICC's guarantee and novation 
of transactions submitted by Clearing Members through MBSD's Clearing 
System.

(5) Implementation of the Proposed Rule Changes

    The proposed changes to (i) correct the EPN Rules (as described 
above in

[[Page 40616]]

subsection (2)) and (ii) provide transparency to the EPN Rules (as 
described above in subsection (3)) would become operative on the date 
of the Commission's approval of this proposed rule change.
    The proposed change to the EPN system's processing of the good 
delivery T2 time stamp for pool substitutions (as described above in 
subsection (4)) would become operative within 45 Business Days after 
the date of the Commission's approval of this proposed rule change. 
FICC would add a legend to Article II (Messages Processed by the 
Corporation) that identifies the implementation date of the proposed 
change to Section 5 of EPN Rule 2.
2. Statutory Basis
    Section 17A(b)(3)(F) of the Securities Exchange Act of 1934 
(``Act'') requires, in part, that the EPN Rules be designed to promote 
the prompt and accurate clearance and settlement of securities 
transactions.\22\
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    The proposed changes to (i) correct the EPN Rules (as described 
above in subsection (2) of Item II.(A)1) and (ii) provide transparency 
to the EPN Rules (as described above in subsection (3) of Item II (A)1) 
would help to ensure that the EPN Rules are accurate and clear to EPN 
Users. When EPN Users better understand their rights and obligations 
regarding the EPN Service, such EPN Users are more likely to act in 
accordance with the EPN Rules, which FICC believes would promote the 
prompt and accurate clearance and settlement of securities 
transactions. As such, FICC believes that the proposed changes to 
correct and provide transparency to the EPN Rules would be consistent 
with Section 17A(b)(3)(F) of the Act.\23\
---------------------------------------------------------------------------

    \23\ Id.
---------------------------------------------------------------------------

    The proposed change to established one good delivery T2 time stamp 
(as described above in subsection (4) of Item II (A)1) would be 
consistent with the SIFMA Guidelines and would further encourage EPN 
Users to adhere to the 12:15 p.m. deadline for substitutions. Because 
the proposed change would be consistent with the SIFMA Guidelines, 
which reflect industry best practices, FICC believes that the proposed 
change would help the seamless processing of transactions through the 
EPN Service. As a result, FICC believes the proposed change further 
promotes the prompt and accurate clearance and settlement of securities 
transactions. As such, FICC believes that the proposed change would be 
consistent with Section 17A(b)(3)(F) of the Act.\24\
---------------------------------------------------------------------------

    \24\ Id.
---------------------------------------------------------------------------

    Rule 17Ad-22(e)(23)(i) under the Act requires, in part, that FICC 
establish, implement, maintain and enforce written policies and 
procedures reasonably designed to provide for publicly disclosing all 
relevant rules and material procedures.\25\ As described above, the 
proposed rule changes to (i) correct the EPN Rules (as described above 
in subsection (2) of Item II (A)1), (ii) provide transparency to the 
EPN Rules (as described above in subsection (3) Item II (A)1) and (iii) 
amend the EPN system's processing of T2 time stamps for pool 
substitutions would better disclose all relevant and material aspects 
of the EPN Service. Therefore, FICC believes the proposed changes to 
correct and provide transparency to the EPN Rules are consistent with 
Rule 17Ad-22(e)(23)(i).\26\
---------------------------------------------------------------------------

    \25\ 17 CFR 240.17Ad-22(e)(23)(i).
    \26\ Id.
---------------------------------------------------------------------------

(B) Clearing Agency's Statement on Burden on Competition

    FICC does not believe the proposed rule changes to (i) correct the 
EPN Rules (as described above in subsection (2) of Item II(A)1) and 
(ii) provide transparency to the EPN Rules (as described above in 
subsection (3) of Item II(A)1) would impact competition. The proposed 
rule changes would help to ensure that the EPN Rules remain clear and 
accurate. In addition, the changes would facilitate EPN Users' 
understanding of the EPN Rules and their obligations thereunder. These 
changes would apply equally to all EPN Users and would not affect 
FICC's operations or the rights and obligations of EPN membership. As 
such, FICC believes the proposed rule changes to correct and provide 
transparency to the EPN Rules would not have any impact on competition.
    FICC believes that the proposed change to establish one good 
delivery T2 time stamp (as described above in subsection (4) of Item 
II(A)1) could have an impact on competition among the parties to the 
Message because either the pool seller or the pool buyer (as determined 
by the parties in accordance with the SIFMA Guidelines) would be 
responsible for financing the substituted mortgage pools associated 
with a Message that does not meet the good delivery requirements. FICC 
does not believe that the burden on competition would be significant 
because it would similarly affect both counterparties to a cancel and 
correct Message that does not meet the good delivery requirements in 
accordance with the SIFMA Guidelines.
    FICC believes that any burden on competition that is created by the 
proposed change would be necessary and appropriate in furtherance of 
the purposes of the Act, as permitted by Section 17A(b)(3)(I) of the 
Act.\27\ FICC believes that the proposed change would be necessary in 
furtherance of the Act because it would be consistent with the SIFMA 
Guidelines, which reflect best practices. The SIFMA Guidelines require 
either the pool seller or the pool buyer to take responsibility of the 
mortgage pools in the event that a cancel and correct Message does not 
meet good delivery requirements. FICC believes the proposed change 
would be appropriate in furtherance of the Act because EPN Users are 
parties to each Message, aware of the good delivery requirements and 
best positioned to ensure that cancel and correct Messages meet the 
good delivery requirements. As a result, FICC believes any burden on 
competition that is created by the proposed rule change would be 
necessary and appropriate in furtherance of the purposes of the Act, as 
permitted by Section 17A(b)(3)(I) of the Act.\28\
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78q-1(b)(3)(I).
    \28\ Id.
---------------------------------------------------------------------------

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    FICC has not received or solicited any written comments relating to 
this proposal. FICC will notify the Commission of any written comments 
received by FICC.

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

[[Page 40617]]

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 [email protected]. Please include 
File Number SR-FICC-2018-007 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549.

All submissions should refer to File Number SR-FICC-2018-007. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of FICC and on DTCC's website 
(http://dtcc.com/legal/sec-rule-filings.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-FICC-2018-007 and should be submitted on 
or before September 5, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
---------------------------------------------------------------------------

    \29\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-17489 Filed 8-14-18; 8:45 am]
BILLING CODE 8011-01-P



                                                                             Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices                                                      40611

                                               writing within 60 days of this                             is publishing this notice to solicit                      guarantee and novation of transactions
                                               publication.                                               comments on the proposed rule change                      submitted by Clearing Members through
                                                 Rule 17f–1(c) is a reporting rule and                    from interested persons.                                  MBSD’s Clearing System.6
                                               does not specify a retention period. The
                                                                                                          I. Clearing Agency’s Statement of the                     II. Clearing Agency’s Statement of the
                                               rule requires an incident-based
                                                                                                          Terms of Substance of the Proposed                        Purpose of, and Statutory Basis for, the
                                               reporting requirement by the reporting                     Rule Change                                               Proposed Rule Change
                                               institutions when securities certificates
                                               are discovered to be missing, lost,                           The proposed rule change consists of                     In its filing with the Commission, the
                                               counterfeit, or stolen. Registering under                  amendments to the FICC Mortgage-
                                                                                                                                                                    clearing agency included statements
                                               Rule 17f–1(c) is mandatory to obtain the                   Backed Securities Division (‘‘MBSD’’)
                                                                                                                                                                    concerning the purpose of and basis for
                                               benefit of a central database that stores                  electronic pool notification (‘‘EPN’’)
                                                                                                                                                                    the proposed rule change and discussed
                                               information about missing, lost,                           Rules (the ‘‘EPN Rules’’) 3 as described
                                                                                                                                                                    any comments it received on the
                                               counterfeit, or stolen securities for the                  below.
                                                                                                             FICC is proposing to correct the EPN                   proposed rule change. The text of these
                                               Lost and Stolen Securities Program.                                                                                  statements may be examined at the
                                               Reporting institutions required to                         Rules by (i) deleting references to the
                                                                                                          term ‘‘EPN Procedures,’’ (ii) amending                    places specified in Item IV below. The
                                               register under Rule 17f–1(c) will not be                                                                             clearing agency has prepared
                                               kept confidential; however, the Lost and                   the definition of the term ‘‘Interested
                                                                                                          Person’’ to delete the reference to                       summaries, set forth in sections A, B,
                                               Stolen Securities Program database will                                                                              and C below, of the most significant
                                               be kept confidential.                                      ‘‘Comparison Only System,’’ (iii)
                                                                                                          deleting the defined term for ‘‘Par                       aspects of such statements.
                                                 An agency may not conduct or
                                               sponsor, and a person is not required to                   Amount,’’ (iv) replacing references to                    (A) Clearing Agency’s Statement of the
                                               respond to, a collection of information                    the term ‘‘Vice President’’ with the term                 Purpose of, and Statutory Basis for, the
                                               under the PRA unless it displays a                         ‘‘Executive Director,’’ (v) amending Sec.                 Proposed Rule Change
                                               currently valid OMB control number.                        3 (Agreements of EPN User) in EPN Rule
                                                                                                          1 (Requirements Applicable to EPN                         1. Purpose
                                                 Please direct your written comments
                                               to: Pamela Dyson, Director/Chief                           Users) of Article III (EPN Users) to                         FICC is proposing to correct the EPN
                                               Information Officer, Securities and                        clarify an EPN User’s obligation to                       Rules by (i) deleting references to the
                                               Exchange Commission, c/o Candace                           process Messages through the EPN                          term ‘‘EPN Procedures’’ because FICC
                                               Kenner, 100 F Street NE, Washington                        system during a system disruption, and                    does not maintain EPN Procedures, (ii)
                                               DC 20549, or send an email to: PRA_                        (vi) amending EPN Rule 4 (Admission to                    amending the definition of the term
                                               Mailbox@sec.gov.                                           Premises of Corporation; Power of                         ‘‘Interested Person’’ to delete the
                                                                                                          Attorney) of Article III (EPN Users) to                   reference to ‘‘Comparison Only System’’
                                                 Dated: August 9, 2018.                                   replace a reference to ‘‘he’’ with ‘‘such                 because MBSD does not maintain a
                                               Eduardo A. Aleman.                                         person.’’                                                 Comparison Only System, (iii) deleting
                                               Assistant Secretary.                                          FICC is proposing to amend various                     the defined term for ‘‘Par Amount’’
                                               [FR Doc. 2018–17487 Filed 8–14–18; 8:45 am]                sections in the EPN Rules to provide                      because this term is not used in the EPN
                                               BILLING CODE 8011–01–P                                     transparency to FICC’s existing                           Rules, (iv) replacing references to the
                                                                                                          processes. Specifically, FICC is                          term ‘‘Vice President’’ with the term
                                                                                                          proposing to amend EPN Rule 1                             ‘‘Executive Director’’ because FICC no
                                               SECURITIES AND EXCHANGE                                    (Definitions) of Article I (Definitions and               longer utilizes the Vice President title,
                                               COMMISSION                                                 General Provisions); Section 2                            (v) amending Sec. 3 (Agreements of EPN
                                               [Release No. 34–83808; File No. SR–FICC–
                                                                                                          (Limitations) in EPN Rule 1 (Accounts)                    User) in EPN Rule 1 (Requirements
                                               2018–007]                                                  and Section 1 (Availability of Reports),                  Applicable to EPN Users) of Article III
                                                                                                          Section 2 (Message Detail Report),                        (EPN Users) to clarify an EPN User’s
                                               Self-Regulatory Organizations; Fixed                       Section 3 (Message Summary Report),                       obligation to process Messages through
                                               Income Clearing Corporation; Notice of                     and Section 5 (Good Delivery; Time                        the EPN system during a system
                                               Filing of Proposed Rule Change To                          Stamps) in EPN Rule 2 (Reports) of                        disruption because this change would
                                               Correct Certain References, Provide                        Article II (Messages Processed by the                     be an accurate reflection of FICC’s
                                               Transparency to Existing Processes                         Corporation); and EPN Rule 5 (Use of                      existing practice, and (vi) amending
                                               and Amend Existing Practices in                            EPN Service) of Article III (EPN Users).                  EPN Rule 4 (Admission to Premises of
                                               Connection With the Mortgage-Backed                           FICC is also proposing to amend its
                                                                                                                                                                    Corporation; Power of Attorney) of
                                               Securities Division Electronic Pool                        existing practice in connection with an
                                                                                                                                                                    Article III (EPN User) to replace a
                                               Notification Rules                                         EPN User’s submission of a cancel and
                                                                                                                                                                    reference to ‘‘he’’ with ‘‘such person’’
                                                                                                          correct Message.4 Specifically, FICC is
                                               August 9, 2018.                                                                                                      because the reference to ‘‘such person’’
                                                                                                          proposing to establish one good delivery                  would be gender neutral.
                                                  Pursuant to Section 19(b)(1) of the                     time stamp (referred to as the ‘‘T2’’ 5
                                               Securities Exchange Act of 1934                            time stamp) that reflects the same                          6 MBSD maintains two sets of rulebooks. The EPN
                                               (‘‘Act’’) 1 and Rule 19b–4 thereunder,2                    processing time on the pool seller’s and                  Rules govern MBSD’s EPN Service, and the MBSD
                                               notice is hereby given that on August 3,                   the pool buyer’s cancel and correct                       Clearing Rules (the ‘‘MBSD Rules’’) govern MBSD’s
                                               2018, Fixed Income Clearing                                Message, respectively. The proposed                       clearance and settlement service. The MBSD Rules
                                               Corporation (‘‘FICC’’) filed with the                      change would not affect FICC’s                            are available at http://www.dtcc.com/legal/rules-
                                                                                                                                                                    and-procedures. Pursuant to the MBSD Rules, the
                                               Securities and Exchange Commission
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                                                                                    term ‘‘Clearing System’’ means the (i) system of
                                               (‘‘Commission’’) the proposed rule                            3 Terms not defined herein are defined in the EPN
                                                                                                                                                                    services provided by MBSD to persons that are
                                               change as described in Items I, II and III                 Rules, available at http://www.dtcc.com/legal/rules-      Clearing Members thereof, including trade
                                                                                                          and-procedures.                                           comparison, to-be-announced netting, pool
                                               below, which Items have been prepared                         4 See Article II, EPN Rule 2, Sec. 5, supra note
                                                                                                                                                                    comparison, pool netting, and settlement, as
                                               by the clearing agency. The Commission                     3.                                                        applicable, and (ii) operations carried out by MBSD
                                                                                                             5 The reference to ‘‘T2’’ does not relate to the two   in the course of providing such services, as
                                                 1 15   U.S.C. 78s(b)(1).                                 business days settlement cycle for broker-dealer          provided in the MBSD Rules. See MBSD Rule 1,
                                                 2 17   CFR 240.19b–4.                                    securities transactions, known as ‘‘T+2.’’                Definitions.



                                          VerDate Sep<11>2014      18:28 Aug 14, 2018   Jkt 244001   PO 00000   Frm 00113   Fmt 4703   Sfmt 4703   E:\FR\FM\15AUN1.SGM      15AUN1


                                               40612                      Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices

                                                  FICC is proposing to amend various                   the ‘‘EPN Service’’) enables users to                   FICC does not currently maintain EPN
                                               sections in the EPN Rules to provide                    reduce risk and streamline their                        Procedures, FICC has decided to
                                               transparency to FICC’s existing                         operations by providing an automated                    conform the EPN Rules to its practices
                                               processes. Specifically, FICC is                        manner for market participants that                     by deleting this definition and the
                                               proposing to amend EPN Rule 1                           have an obligation to deliver pools                     related references throughout the EPN
                                               (Definitions) of Article 1 (Definitions                 (‘‘pool sellers’’) to transmit pool                     Rules because this inchoate power is
                                               and General Provisions); Section 2                      information efficiently and reliably to                 itself not necessary.
                                               (Limitations) in EPN Rule 1 (Accounts)                  their counterparties (‘‘pool buyers’’) in                  FICC is proposing to amend the term
                                               and Section 1 (Availability of Reports),                real time. Market participants that wish                ‘‘EPN Service’’ to delete the reference to
                                               Section 2 (Message Detail Report),                      to utilize the EPN Service are required                 EPN Procedures.
                                               Section 3 (Message Summary Report),                     to submit an application to MBSD. The                      FICC is proposing to amend the term
                                               and Section 5 (Good Delivery; Time                      application process and the use of the                  ‘‘EPN User Profile’’ to delete the
                                               Stamps) in EPN Rule 2 (Reports) of                      EPN Service are governed by the EPN                     reference to EPN Procedures. In
                                               Article II (Messages Processed by the                   Rules.10 The EPN Rules are designed to                  connection with this change, FICC is
                                               Corporation); and EPN Rule 5 (Use of                    be consistent with the SIFMA                            proposing to make a grammatical
                                               EPN Service) of Article III (EPN Users).                Guidelines, which reflect common                        correction to this definition by replacing
                                                  FICC is also proposing to amend its                  industry practices for the trading,                     the word ‘‘in’’ with ‘‘by’’ so that the
                                               existing practice in connection with an                 clearance and settlement of mortgage-                   definition would state that ‘‘the EPN
                                               EPN User’s submission of a cancel and                   backed securities transactions. MBSD’s                  User Profile would be on a form
                                               correct Message.7 Specifically, FICC is                 Clearing Members are required to be                     specified ‘by’ FICC.’’
                                               proposing to establish one good delivery                EPN Users; however, one can be an EPN                      FICC is proposing to amend the term
                                               T2 time stamp 8 that reflects the same                  User and not a Clearing Member.11                       ‘‘Interested Person’’ to delete the
                                               processing time on the pool seller’s and                                                                        reference to Comparison Only System
                                               the pool buyer’s cancel and correct                     (2) Proposed Changes To Correct the
                                                                                                       EPN Rules                                               because MBSD does not maintain a
                                               Message, respectively. As a result of this                                                                      Comparison Only System. FICC believes
                                               change, in the event that the T2 time                     FICC is proposing to amend the EPN                    that the inclusion of this term in the
                                               stamp reflects a time that does not meet                Rules in order to correct various                       EPN Rules was an error.
                                               the good delivery requirements in                       provisions in the EPN Rules. The                           FICC is proposing to delete the term
                                               accordance with the Securities Industry                 proposed changes would help ensure                      ‘‘Par Amount’’ because this term is not
                                               and Financial Markets Association’s                     that the EPN Rules are clear and                        otherwise referred to in the EPN Rules.
                                               (‘‘SIFMA’’) Uniform Practices Manual                    accurate. The proposed changes reflect                  FICC believes that the inclusion of this
                                               for the Clearance and Settlement of                     MBSD’s existing practices and FICC                      term in the EPN Rules was an error and
                                               Mortgage-Backed Securities and Other                    believes that these changes would help                  that it has no practical effect because
                                               Related Securities (referred to in the                  EPN Users better understand their rights                this term is not used in the EPN Rules.
                                               EPN Rules as the ‘‘SIFMA                                and obligations under the EPN Rules.                    FICC notes that this term was included
                                               Guidelines’’),9 the financing of the                    The proposed changes are described in                   and not defined in a version of the EPN
                                               mortgage pools associated with the                      detail below.                                           Rules that was filed with the
                                               Message, if any, would be the                                                                                   Commission on October 20, 1999.14
                                               responsibility of the counterparties to                 a. Article I—Definitions and General
                                               such Message, as determined by such                     Provisions                                              b. Article III—EPN Users
                                               parties, in accordance with the SIFMA                   Proposed Changes to EPN Rule 1—                         i. Proposed Changes to EPN Rule 1—
                                               Guidelines. FICC is proposing this                      Definitions                                             Requirements Applicable to EPN Users
                                               change because it would be consistent
                                                                                                          FICC is proposing to delete the term                    Section 3 (Agreements of EPN Users)
                                               with the SIFMA Guidelines, and FICC
                                                                                                       ‘‘EPN Procedures.’’ EPN Rule 11 of                      sets forth a list of terms that an
                                               believes that the parties to the Message
                                                                                                       Article V empowers FICC to adopt EPN                    applicant is required to agree to, as
                                               are best positioned to ensure that a
                                                                                                       Procedures as FICC ‘‘deems necessary or                 specified in the EPN User Agreement.
                                               cancel and correct Message meets the
                                                                                                       desirable.’’ 12 It appears that when FICC               This list states, in part, that an applicant
                                               good delivery requirements. The
                                                                                                       instituted the EPN Service and the                      shall agree (i) to abide by and be bound
                                               proposed change would not affect
                                               FICC’s guarantee and novation of                        related EPN Rules, EPN Procedures                       by the EPN Rules and EPN Procedures,
                                               transactions submitted by Clearing                      were not adopted at that time.13 Since                  (ii) that the EPN Rules and EPN
                                               Members through MBSD’s Clearing                           10 See
                                                                                                                                                               Procedures are incorporated into every
                                                                                                                 Article III, EPN Rule 1, supra note 3.
                                               System.                                                   11 Pursuant   to the MBSD Rules, the term
                                                                                                                                                               contract or Message, (iii) that the EPN
                                                  The proposed changes are described                   ‘‘Clearing Member’’ means any entity admitted into      User shall pay fines that are imposed in
                                               in detail below.                                        membership pursuant to MBSD Rule 2A. See MBSD           accordance with the EPN Rules and EPN
                                                                                                       Rule 1, Definitions, supra note 6.                      Procedures, and (iv) that it is bound by
                                               (1) MBSD’s EPN Service                                     12 See supra note 3.
                                                                                                                                                               any amendment to the EPN Rules and
                                                 MBSD’s electronic pool notification                      13 FICC instituted the EPN Service and the related
                                                                                                                                                               EPN Procedures. FICC is proposing to
                                               service (referred to in the EPN Rules as                EPN Rules on a pilot basis in February 1995. The
                                                                                                       Commission’s temporary approval order notes that        delete all references in this section to
                                                                                                       Amendment No. 2 to the proposed rule change             the EPN Procedures.
                                                 7 See supra note 4.                                   clarified that ‘‘the only MBS rules and procedures         Section 3 also includes a paragraph
                                                 8 The  good delivery T2 time stamp indicates          applicable to EPN users are the rules and
                                                                                                                                                               that states that in the event of an EPN
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                                               whether good delivery has occurred with respect to      procedures located in Articles VI, VII, VIII, IX, and
                                               a Message—meaning, if the T2 time stamp reflects        X of MBS’s rules.’’ See Release No. 35009
                                               a time that is at or before the established deadline,   (November 25, 1994) 59 FR 61913 (December 2,            June 2017 which, among other things, renumbered
                                               then good delivery has been established and the         1994) (SR–MBS–94–02). The Commission granted            the references of Articles VI, VII, VIII, IX, and X to
                                               pool buyer will accept the Message with respect to      permanent approval of the EPN Service and the           refer to Articles I, II, III, IV and V, respectively. See
                                               the allocated securities.                               related EPN Rules in November 1995. See Release         Release No. 81002 (June 22, 2017) 82 FR 29355
                                                  9 The SIFMA Guidelines are available at https://     No. 36540 (November 30, 1995) 60 FR 63089               (June 28, 2017) (SR–FICC–2017–015).
                                               www.sifma.org/resources/general/tba-market-             (December 8, 1995) (SR–MBS–95–09). It should be            14 Release No. 42721 (April 25, 2000) 65 FR 25778

                                               governance/.                                            noted FICC submitted a proposed rule change in          (May 3, 2000) (SR–MBSCC–99–8).



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                                                                          Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices                                           40613

                                               system disruption and an extension of                   EPN Rules and the EPN Procedures                      Account shall be required to maintain
                                               the cut-off times for communicating                     shall be controlling. FICC is proposing               such data processing and
                                               pool allocation information pursuant to                 to amend the title of this section and the            communications equipment as FICC
                                               the SIFMA Guidelines, EPN Users                         paragraph in this section to delete all               may specify in the EPN Procedures.
                                               ‘‘will’’ be relieved of their obligation to             references to EPN Procedures.                         FICC is proposing to delete the reference
                                               process Messages through the EPN                                                                              to EPN Procedures and amend this
                                                                                                       ii. Proposed Changes to EPN Rule 3—
                                               Service until the beginning of the next                                                                       sentence to state that each EPN User
                                                                                                       When the Corporation Declines To Act
                                               Business Day after the EPN system has                                                                         maintaining an Account shall be
                                                                                                       for an EPN User
                                               been recovered. FICC is proposing to                                                                          required to maintain such data
                                               amend this provision to state that EPN                     Section 1 (Ceasing to Act for an EPN               processing and communications
                                               Users ‘‘may’’ be relieved of their                      User) in EPN Rule 3 states, in part, that             equipment as FICC may specify from
                                               obligation to process Messages through                  FICC may at any time cease to act for an              time to time. The proposed change is
                                               the EPN Service until ‘‘later in the                    EPN User if the EPN User has (i) failed               consistent with FICC’s existing practice
                                               Business Day or’’ the beginning of the                  to perform its obligations to FICC or                 of providing data processing and
                                               next Business Day after the EPN system                  other EPN Users under the EPN Rules or                communications equipment
                                               has been recovered.                                     the EPN Procedures or (ii) materially                 requirements to all approved applicants
                                                  FICC is proposing this change because                violated any of the EPN Rules, EPN                    during the membership onboarding
                                               the nature of the EPN system disruption                 Procedures or any agreement with FICC.                process. In the event that FICC changes
                                               and MBSD’s ability to promptly fix such                 FICC is proposing to amend this section               or updates its data processing and
                                               disruption determines whether the cut-                  to delete all references to the EPN                   communications equipment
                                               off time would be extended to later in                  Procedures.                                           requirements, FICC partners with
                                               the Business Day or the next Business                   iii. Proposed Changes to EPN Rule 4—                  applicants and EPN Users to help
                                               Day. In the event that FICC has the                     Admission to Premises of Corporation;                 ensure that their equipment is adequate
                                               ability to promptly fix the EPN system                  Powers of Attorney                                    and that such EPN Users are
                                               disruption, EPN Users may be required                                                                         operationally ready. EPN Users are
                                               to process their Messages in accordance                    EPN Rule 4 states, in part, that no                made aware of all changes or updates to
                                               with the applicable timeframes for the                  person shall be permitted to enter                    FICC’s data processing and
                                               remainder of the Business Day.                          FICC’s premises as the representative of              communications equipment
                                               However, if FICC cannot promptly fix                    any EPN User unless ‘‘he’’ has first been             requirements because FICC
                                               the EPN system disruption, MBSD                         approved by FICC. FICC is proposing to                communicates such changes through
                                               would relieve EPN Users of their                        delete the reference to ‘‘he’’ and replace            various forms of communication
                                               obligation to process Messages through                  it with ‘‘such person’’ because FICC                  including but not limited to important
                                               the EPN Service until the beginning of                  believes that it would be more                        notices, electronic mail and phone.
                                               the next Business Day. In all cases, FICC               appropriate to use gender neutral
                                               coordinates with EPN Users and, to the                  terminology.                                          iv. Proposed Changes to EPN Rule 7—
                                               extent necessary, SIFMA to                                                                                    Hearings
                                                                                                       c. Article V—Miscellaneous
                                               communicate whether an extension of                                                                              Section 1 (Requests for a Hearing)
                                               the cut-off time is necessary. Though                   i. Proposed Changes to EPN Rule 1—                    states, in part, that if an Interested
                                               EPN system disruptions are rare, the                    Action by the Corporation                             Person’s written statement contests
                                               proposed change is consistent with                         EPN Rule 1 states that except where                FICC’s determination that such
                                               MBSD’s existing practice of handling                    action by the Board, or any committee                 Interested Person has violated an EPN
                                               system disruptions that impact the EPN                  of the Board, is specifically required by             Rule or EPN Procedure, the statement
                                               Service.                                                the By-Laws or the EPN Rules, FICC                    must specifically admit or deny each
                                                  Section 5 (EPN Users Bound by EPN                    may act by its President, any Managing                violation alleged and detail the reasons
                                               Rules, EPN Procedures and Applicable                    Director or any Vice President or by                  why the EPN Rules or EPN Procedures
                                               Laws) states, in part, that the use of                  such person as may be designated from                 alleged to have been violated are being
                                               FICC’s facilities by an EPN User shall                  time to time by the Board. FICC is                    contested. FICC is proposing to amend
                                               constitute such EPN User’s agreement                    proposing to amend this sentence to                   this sentence to delete all references to
                                               with FICC and with all other EPN Users                  delete the reference to Vice President                the EPN Procedures.
                                               to be bound by the provisions of, and by                and replace it with Executive Director.
                                               any action taken or order issued by FICC                                                                      v. Proposed Changes to EPN Rule 11—
                                                                                                       FICC is proposing this change because                 EPN Procedures
                                               pursuant to the EPN Rules and any                       FICC no longer utilizes the Vice
                                               amendment thereto, and to such EPN                      President title. This category of officers               FICC is proposing to delete this rule
                                               Procedures that FICC from time to time                  is currently referred to as Executive                 its entirety because FICC does not
                                               may adopt. FICC is proposing to amend                   Directors.                                            maintain EPN Procedures. EPN Rule 11
                                               the title of this section and the                                                                             of Article V empowers FICC to adopt
                                               paragraph in this section to delete all                 ii. Proposed Changes to EPN Rule 3—                   EPN Procedures as FICC ‘‘deems
                                               references to EPN Procedures.                           Fines and Other Sanctions                             necessary or desirable.’’ 15 It appears
                                                  Section 6 (EPN Rules and EPN                            EPN Rule 3 states that FICC may                    that when FICC instituted the EPN
                                               Procedures Incorporated in EPN User                     impose a fine on an EPN User for a                    Service and the related EPN Rules, EPN
                                               Messages) states that the EPN Rules and                 violation of the EPN Rules or EPN                     Procedures were not adopted at that
                                               the EPN Procedures adopted from time                    Procedures. FICC is proposing to amend                time.16 Since FICC does not currently
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                                               to time by FICC shall be deemed                         this paragraph to delete the reference to             maintain EPN Procedures, FICC has
                                               incorporated in each Message that                       EPN Procedures.                                       decided to conform the EPN Rules to its
                                               occurs through the EPN Service. It also                                                                       practices by deleting this Rule, the
                                               states that if the terms contained in any               iii. Proposed Changes to EPN Rule 4—
                                                                                                                                                             defined term from EPN Rule 1 of Article
                                               other agreement between EPN Users are                   Communications
                                               inconsistent with the provisions of the                    Section 1 (Communications) states, in                15 See   supra note 3.
                                               EPN Rules or the EPN Procedures, the                    part, that each EPN User maintaining an                 16 See   supra note 13.



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                                               40614                      Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices

                                               I (as stated above), and related                        a. Article I—Definitions and General                  as described in the EPN Procedures.
                                               references throughout the EPN Rules                     Provisions                                            FICC is proposing to delete the reference
                                               because this inchoate power is itself not                                                                     to EPN Procedures and amend this
                                                                                                       Proposed Changes to EPN Rule 1—
                                               necessary. FICC would reserve this rule                                                                       section to state that for each Eligible
                                                                                                       Definitions
                                               for future use and this rule would be                                                                         Security, the Message Detail Report
                                               entitled ‘‘Reserved for Future Use.’’                     FICC is proposing to amend the term                 would include, but would not be
                                                                                                       ‘‘Message’’ to delete the reference to                limited to, the pool number, original
                                               vi. Proposed Changes to EPN Rule 12—                    EPN Procedures. FICC would define this                face value, current face value, maturity
                                               Waivers, Etc.                                           term as all electronic messages sent and              date, pool factor, CUSIP Number, issue
                                                                                                       received by an EPN User through the                   date, principal and interest, and total
                                                  EPN Rule 12 states, in part, that the
                                                                                                       EPN Service.                                          net money. In connection with this
                                               time fixed by the EPN Rules, the EPN
                                                                                                                                                             change, FICC is proposing to amend
                                               Procedures or any regulations issued by                 b. Article II—Messages Processed by the
                                                                                                                                                             Article I, EPN Rule 1 (Definitions) to
                                               FICC for the doing of any act may be                    Corporation
                                                                                                                                                             include a defined term for ‘‘CUSIP
                                               extended, waived or suspended by the                                                                          Number.’’ This term would be defined
                                                                                                       i. Proposed Changes to EPN Rule 1—
                                               Board or by any officer of FICC having                                                                        as the Committee on Uniform Securities
                                                                                                       Accounts
                                               a rank of Vice President or higher                                                                            Identification Procedures identifying
                                               whenever such extension, waiver or                        Section 2 (Limitations) states that
                                                                                                       FICC may specify in the EPN Procedures                number for an EPN Eligible Security.
                                               suspension is necessary or expedient.                                                                         The proposed change to this section
                                               FICC is proposing to amend this                         that certain Messages between EPN
                                                                                                       Users are not eligible for the EPN                    would be consistent with the
                                               sentence to delete all references to EPN                                                                      information that is currently included in
                                               Procedures and delete all references to                 Service. FICC is proposing to delete the
                                                                                                       reference to EPN Procedures and amend                 the Message Detail Report.
                                               regulations issued by FICC. FICC is also                                                                        Section 3 (Message Summary Report)
                                               proposing to delete the reference to                    this section to state that certain
                                                                                                                                                             states that the Message Summary Report
                                               ‘‘Vice President’’ and replace it with                  Messages may be ineligible if FICC
                                                                                                                                                             shall list the contents of each Message
                                               ‘‘Executive Director’’ because FICC no                  determines that such Messages are not
                                                                                                                                                             as described in the EPN Procedures.
                                               longer utilizes the Vice President title.               submitted in a manner that is consistent
                                                                                                                                                             FICC is proposing to delete the reference
                                               This category of officers is currently                  with the communication links, formats,
                                                                                                                                                             to EPN Procedures and amend this
                                               referred to as Executive Directors.                     timeframes, and deadlines established
                                                                                                                                                             section to state that for each Eligible
                                                                                                       by FICC.
                                               vii. Proposed Changes to EPN Rule 17—                                                                         Security, the Message Summary Report
                                                                                                         Currently, an EPN User is informed of
                                               Forms                                                                                                         would include, but would not be
                                                                                                       the requisite communication links,
                                                                                                                                                             limited to, the total original face value,
                                                                                                       formats, timeframes, and deadlines
                                                 EPN Rule 17 states, in part, that any                                                                       total net money, CUSIP Number, and
                                                                                                       when such EPN User’s application has
                                               information required to be delivered to                                                                       summary of the number and type of
                                                                                                       been approved by MBSD. This
                                               FICC by use of any such forms may be                                                                          Messages. The proposed change to this
                                                                                                       information is communicated to all
                                               delivered by the use of any media, as                                                                         section would be consistent with the
                                                                                                       approved applicants during the
                                               shall be prescribed in the EPN                                                                                information that is currently included in
                                                                                                       membership onboarding process. The
                                               Procedures or by FICC from time to                                                                            the Message Summary Report.
                                                                                                       communication links and formats are                     Section 5 (Good Delivery; Time
                                               time. FICC is proposing to delete the                   also available in MBSD’s
                                               reference to EPN Procedures. In the                                                                           Stamps) states that each EPN Message
                                                                                                       implementation guidelines at http://                  shall include one or more time stamps,
                                               event that FICC requires that a                         www.dtcc.com/clearing-services/ficc-
                                               particular form should be delivered by                                                                        one of which will include a good
                                                                                                       mbsd/ficc-mbsd-user-documentation.                    delivery time stamp as described in the
                                               use of any media, it is FICC’s existing                 The timeframes and deadlines are
                                               practice to provide this information                                                                          EPN Procedures. FICC is proposing to
                                                                                                       available at http://www.dtcc.com/∼/                   delete the reference to ‘‘EPN’’ in the
                                               directly to the affected EPN User. To the               media/Files/Downloads/Clearing-
                                               extent that such requirement is                                                                               term ‘‘EPN Message’’ because ‘‘EPN
                                                                                                       Services/FICC/MBSD/MBSD-Clearing-                     Message’’ is not a defined term,
                                               applicable to a group or category of EPN                Schedules-and-Timeframes.pdf.
                                               Users, such EPN Users are made aware                                                                          however, ‘‘Message’’ is a defined term.
                                               of FICC’s requirements because FICC                     ii. Proposed Changes to EPN Rule 2—                   FICC is also proposing to delete the
                                               announces such information through                      Reports                                               reference to EPN Procedures. FICC is
                                               important notices, available at http://                                                                       also proposing to amend this section to
                                                                                                         Section 1 (Availability of Reports)
                                               www.dtcc.com/legal/important-notices.                                                                         state that the good delivery time stamp
                                                                                                       states that the Message Detail Report
                                                                                                                                                             would be referred to as ‘‘T2’’ and that
                                               (3) Proposed Changes To Provide                         and the Message Summary Report are
                                                                                                                                                             the application of this time stamp
                                               Enhanced Transparency to the EPN                        available at a time specified in the EPN
                                                                                                                                                             would determine good delivery among
                                               Rules                                                   Procedures. FICC is proposing to delete
                                                                                                                                                             EPN Users pursuant to the SIFMA
                                                                                                       the reference to EPN Procedures and
                                                                                                                                                             Guidelines. The proposed change would
                                                 FICC is proposing to amend the EPN                    amend this section to state that these
                                                                                                                                                             also state that the remainder of the time
                                               Rules to provide transparency to various                reports would be available at a time
                                                                                                                                                             stamps would be for the EPN Service’s
                                               provisions in the EPN Rules. The                        specified in the time schedule posted on
                                                                                                                                                             operational, processing, and reporting
                                               proposed changes would help ensure                      FICC’s website. This proposed change
                                                                                                                                                             purposes.17
                                               that the EPN Rules are clear and                        refers to the timeframes available at
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                                               accurate. The proposed changes reflect                  http://www.dtcc.com/∼/media/Files/                       17 Each Message reflects additional time stamps
                                               MBSD’s existing practices and FICC                      Downloads/Clearing-Services/FICC/                     (e.g., T1, T3, T4, and T5) that are solely for FICC’s
                                               believes that these changes would help                  MBSD/MBSD-Clearing-Schedules-and-                     operational, processing and reporting purposes. T1
                                               EPN Users better understand their rights                Timeframes.pdf.                                       represents the time when the Message is received
                                                                                                                                                             by the EPN Service for processing; T3 represents the
                                               and obligations under the EPN Rules.                      Section 2 (Message Detail Report)                   time when the EPN Service’s Message Processor
                                               The proposed changes are described in                   states that the Message Detail Report                 sends the Message to the Outbound Table; T4
                                               detail below.                                           shall list the contents of each Message               represents the time when the Message Processor



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                                                                           Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices                                                  40615

                                                  In accordance with the SIFMA                          delivery has occurred for purposes of                delivery of the mortgage pool. Upon
                                               Guidelines, pool sellers use the EPN                     the pool seller’s pool substitution. In the          receipt of the pool seller’s Message, the
                                               Service to transmit pool information in                  event that the T2 time stamp on the pool             EPN system applies a T2 time stamp to
                                               real-time to their pool buyer                            buyer’s Message is after 12:15 p.m.,                 the pool seller’s Message to reflect the
                                               counterparties. Two Business Days prior                  FICC is responsible for financing the                time that the EPN system received the
                                               to the established settlement date of to-                mortgage pools associated with the                   pool seller’s Message. The EPN system
                                               be-announced settlement obligations                      Message until the delivery date so long              also applies a T2 time stamp to the pool
                                               (known as ‘‘48-Hour Day’’), pool sellers                 as the T2 time stamp on the pool seller’s            buyer’s Message to reflect the time that
                                               that have an obligation to deliver pools                 Message reflects a time that is at or                the pool buyer received the pool seller’s
                                               to pool buyers must submit pool                          before 12:15 p.m. As set forth in                    Message. The T2 time stamp on the pool
                                               information that such pool sellers                       subsection (4) below, FICC is proposing              buyer’s Message establishes whether
                                               intend to allocate in satisfaction of their              to establish one good delivery T2 time               good delivery has occurred for purposes
                                               settlement obligation. This notification                 stamp that reflects the same processing              of the pool seller’s pool substitution. In
                                               must occur by 3:00 p.m. on 48-Hour                       time on the pool seller’s Message and                the event that the T2 time stamp on the
                                               Day.18 The 3:00 p.m. cut-off time                        the pool buyer’s Message, respectively.              pool buyer’s Message reflects a time that
                                               establishes that good delivery has                       This T2 time stamp would determine                   is after 12:15 p.m., FICC is responsible
                                               occurred for purposes of the established                 whether the pool seller’s cancel and                 for financing the mortgage pools that are
                                               settlement date—meaning that, if a pool                  correct Message has met the good                     associated with the Message until the
                                               seller submits its pool information in a                 delivery requirement.                                next Business Day.21
                                               Message by the 3:00 p.m. cut-off time on                                                                         FICC is proposing to establish one
                                                                                                        c. Article III—EPN Users                             good delivery T2 time stamp that
                                               48-Hour Day, then the pool buyer is
                                               obligated to accept the mortgage pools                   Proposed Changes to EPN Rule 5—Use                   reflects the same processing time on the
                                               on the settlement date. In the event that                of EPN Service                                       pool seller’s Message and the pool
                                               the pool seller’s notification does not                     EPN Rule 5 states, in part, that all              buyer’s Message, respectively. This time
                                               meet the 3:00 p.m. deadline, the pool                    EPN Users will use the EPN Service for               stamp would determine whether the
                                               buyer will determine whether it is                       EPN Eligible Securities in a manner set              12:15 p.m. cut-off time has been met for
                                               willing to accept the pools subsequent                   forth in the EPN Procedures and that                 purposes of establishing good delivery
                                               to the settlement date, and either the                   this shall be accomplished by providing              of the pool buyer’s pool substitution. As
                                               pool seller or the pool buyer will                       (for each Message that an EPN User                   a result of this change, in the event that
                                               finance the mortgage pools until the                     sends or receives) the pricing and other             the T2 time stamp reflects a time that
                                               delivery date. The delivery of the                       descriptive information, in the manner,              does not meet the 12:15 p.m. cut-off
                                               mortgage pools and any financing                         and by the cut-off times, specified in the           time, the financing of the mortgage
                                               arrangement occur outside of the EPN                     EPN Procedures. FICC is proposing to                 pools, if any, would be the
                                               Service.                                                 delete the references to EPN Procedures              responsibility of the counterparties to
                                                  Because the timing of each Message is                 and amend this rule to state that the                the Message as determined by such
                                               important, the EPN system applies time                   EPN User will use the EPN Service in                 parties in accordance with the SIFMA
                                               stamps to each Message that is                           a manner set forth in the EPN Rules and              Guidelines. FICC is proposing this
                                               processed through the EPN Service. The                   that this shall be accomplished by                   change because it would be consistent
                                               time stamp designated as T2 establishes                  providing (for each Message that an EPN              with the SIFMA Guidelines and FICC
                                               whether the pool seller has met good                     User sends or receives) the pricing and              believes that the parties to the Message
                                               delivery—meaning, the 3:00 p.m. cut-off                  other descriptive information, in the                are best positioned to ensure that the
                                               time on 48-Hour Day.19                                   manner, and by the times, specified on               Message meets the good delivery
                                                  In the event that the pool seller                     FICC’s website. This information is                  requirements.
                                               decides to substitute a mortgage pool for                                                                        The proposed change would be
                                                                                                        communicated to all approved
                                               which pool information has already                                                                            consistent with FICC’s proposal to
                                                                                                        applicants during the membership
                                               been provided, the pool seller must                                                                           amend Section 5 (Good Delivery; Time
                                                                                                        onboarding process. The information
                                               submit a cancel and correct Message by                                                                        Stamps) in EPN Rule 2 (Reports) of
                                                                                                        that an EPN User is required to include
                                               12:15 p.m. on any Business Day prior to                                                                       Article II (Messages Processed by the
                                                                                                        in a Message is available at http://
                                               the delivery of the mortgage pool.20                                                                          Corporation) (as referenced above in
                                                                                                        www.dtcc.com/clearing-services/ficc-
                                               Upon receipt of the pool seller’s                                                                             subsection (3)b.ii.) to state that the good
                                                                                                        mbsd/ficc-mbsd-user-
                                               Message, the EPN system transmits the                                                                         delivery time stamp would be referred
                                                                                                        documentation.aspx, and the
                                               Message to the pool buyer. The T2 time                                                                        to as ‘‘T2’’ and the application of this
                                                                                                        timeframes are available at http://
                                               stamp on the Message received by the                                                                          time stamp would determine good
                                                                                                        www.dtcc.com/∼/media/Files/
                                               pool buyer establishes whether good                                                                           delivery among EPN Users pursuant to
                                                                                                        Downloads/Clearing-Services/FICC/
                                                                                                                                                             the SIFMA Guidelines.
                                                                                                        MBSD/MBSD-Clearing-Schedules-and-
                                               archives the Message; and T5 represents the time                                                                 The proposed change would not affect
                                                                                                        Timeframes.pdf.
                                               when the EPN Service’s Output Formatter writes                                                                FICC’s guarantee and novation of
                                               the Message to the Outbound Table. The Message                                                                transactions submitted by Clearing
                                               Processor, Outbound Table and the Output
                                                                                                        (4) Proposed Change to the EPN
                                               Formatter are operational components of the EPN          System’s Processing of the Good                      Members through MBSD’s Clearing
                                               Service.                                                 Delivery T2 Time Stamp for Pool                      System.
                                                  18 See MBSD’s timeframes, available at http://
                                                                                                        Substitutions
                                                                                                                                                             (5) Implementation of the Proposed
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                                               www.dtcc.com/∼/media/Files/Downloads/Clearing-
                                               Services/FICC/MBSD/MBSD-Clearing-Schedules-                As described above in subsection                   Rule Changes
                                               and-Timeframes.pdf; and see the SIFMA                    (3)b.ii., if a pool seller decides to
                                               Guidelines, Chapter 7, supra note 9.                                                                            The proposed changes to (i) correct
                                                                                                        substitute a mortgage pool for which
                                                  19 In the event that a pool seller fails to submit                                                         the EPN Rules (as described above in
                                                                                                        pool information has already been
                                               its pool information, such pool seller’s obligation to
                                               submit the pool information remains ongoing until        provided, the pool seller must submit a                21 To date, all Messages have met the established
                                               the pool information is submitted.                       cancel and correct Message by 12:15                  good delivery requirements, and as a result, FICC
                                                  20 Supra note 18.                                     p.m. on any Business Day prior to the                has not had to finance any mortgage pools.



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                                               40616                         Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices

                                               subsection (2)) and (ii) provide                           would be consistent with Section                        in accordance with the SIFMA
                                               transparency to the EPN Rules (as                          17A(b)(3)(F) of the Act.24                              Guidelines.
                                               described above in subsection (3))                            Rule 17Ad–22(e)(23)(i) under the Act                    FICC believes that any burden on
                                               would become operative on the date of                      requires, in part, that FICC establish,                 competition that is created by the
                                               the Commission’s approval of this                          implement, maintain and enforce                         proposed change would be necessary
                                               proposed rule change.                                      written policies and procedures                         and appropriate in furtherance of the
                                                  The proposed change to the EPN                          reasonably designed to provide for                      purposes of the Act, as permitted by
                                               system’s processing of the good delivery                   publicly disclosing all relevant rules                  Section 17A(b)(3)(I) of the Act.27 FICC
                                               T2 time stamp for pool substitutions (as                   and material procedures.25 As described                 believes that the proposed change
                                               described above in subsection (4))                         above, the proposed rule changes to (i)                 would be necessary in furtherance of the
                                               would become operative within 45                           correct the EPN Rules (as described                     Act because it would be consistent with
                                               Business Days after the date of the                        above in subsection (2) of Item II (A)1),               the SIFMA Guidelines, which reflect
                                               Commission’s approval of this proposed                     (ii) provide transparency to the EPN                    best practices. The SIFMA Guidelines
                                               rule change. FICC would add a legend                       Rules (as described above in subsection                 require either the pool seller or the pool
                                               to Article II (Messages Processed by the                   (3) Item II (A)1) and (iii) amend the EPN               buyer to take responsibility of the
                                               Corporation) that identifies the                           system’s processing of T2 time stamps                   mortgage pools in the event that a
                                               implementation date of the proposed                        for pool substitutions would better                     cancel and correct Message does not
                                               change to Section 5 of EPN Rule 2.                         disclose all relevant and material                      meet good delivery requirements. FICC
                                                                                                          aspects of the EPN Service. Therefore,                  believes the proposed change would be
                                               2. Statutory Basis                                         FICC believes the proposed changes to                   appropriate in furtherance of the Act
                                                  Section 17A(b)(3)(F) of the Securities                  correct and provide transparency to the                 because EPN Users are parties to each
                                               Exchange Act of 1934 (‘‘Act’’) requires,                   EPN Rules are consistent with Rule                      Message, aware of the good delivery
                                               in part, that the EPN Rules be designed                    17Ad–22(e)(23)(i).26                                    requirements and best positioned to
                                               to promote the prompt and accurate                         (B) Clearing Agency’s Statement on                      ensure that cancel and correct Messages
                                               clearance and settlement of securities                     Burden on Competition                                   meet the good delivery requirements. As
                                               transactions.22                                                                                                    a result, FICC believes any burden on
                                                                                                             FICC does not believe the proposed                   competition that is created by the
                                                  The proposed changes to (i) correct                     rule changes to (i) correct the EPN Rules
                                               the EPN Rules (as described above in                                                                               proposed rule change would be
                                                                                                          (as described above in subsection (2) of                necessary and appropriate in
                                               subsection (2) of Item II.(A)1) and (ii)                   Item II(A)1) and (ii) provide
                                               provide transparency to the EPN Rules                                                                              furtherance of the purposes of the Act,
                                                                                                          transparency to the EPN Rules (as                       as permitted by Section 17A(b)(3)(I) of
                                               (as described above in subsection (3) of                   described above in subsection (3) of
                                               Item II (A)1) would help to ensure that                                                                            the Act.28
                                                                                                          Item II(A)1) would impact competition.
                                               the EPN Rules are accurate and clear to                    The proposed rule changes would help                    (C) Clearing Agency’s Statement on
                                               EPN Users. When EPN Users better                           to ensure that the EPN Rules remain                     Comments on the Proposed Rule
                                               understand their rights and obligations                    clear and accurate. In addition, the                    Change Received From Members,
                                               regarding the EPN Service, such EPN                        changes would facilitate EPN Users’                     Participants, or Others
                                               Users are more likely to act in                            understanding of the EPN Rules and
                                               accordance with the EPN Rules, which                                                                                 FICC has not received or solicited any
                                                                                                          their obligations thereunder. These                     written comments relating to this
                                               FICC believes would promote the                            changes would apply equally to all EPN
                                               prompt and accurate clearance and                                                                                  proposal. FICC will notify the
                                                                                                          Users and would not affect FICC’s                       Commission of any written comments
                                               settlement of securities transactions. As                  operations or the rights and obligations
                                               such, FICC believes that the proposed                                                                              received by FICC.
                                                                                                          of EPN membership. As such, FICC
                                               changes to correct and provide                             believes the proposed rule changes to                   III. Date of Effectiveness of the
                                               transparency to the EPN Rules would be                     correct and provide transparency to the                 Proposed Rule Change, and Timing for
                                               consistent with Section 17A(b)(3)(F) of                    EPN Rules would not have any impact                     Commission Action
                                               the Act.23                                                 on competition.                                            Within 45 days of the date of
                                                  The proposed change to established                         FICC believes that the proposed                      publication of this notice in the Federal
                                               one good delivery T2 time stamp (as                        change to establish one good delivery                   Register or within such longer period
                                               described above in subsection (4) of                       T2 time stamp (as described above in                    up to 90 days (i) as the Commission may
                                               Item II (A)1) would be consistent with                     subsection (4) of Item II(A)1) could have               designate if it finds such longer period
                                               the SIFMA Guidelines and would                             an impact on competition among the                      to be appropriate and publishes its
                                               further encourage EPN Users to adhere                      parties to the Message because either the               reasons for so finding or (ii) as to which
                                               to the 12:15 p.m. deadline for                             pool seller or the pool buyer (as                       the self-regulatory organization
                                               substitutions. Because the proposed                        determined by the parties in accordance                 consents, the Commission will:
                                               change would be consistent with the                        with the SIFMA Guidelines) would be                        (A) By order approve or disapprove
                                               SIFMA Guidelines, which reflect                            responsible for financing the substituted               such proposed rule change, or
                                               industry best practices, FICC believes                     mortgage pools associated with a                           (B) institute proceedings to determine
                                               that the proposed change would help                        Message that does not meet the good                     whether the proposed rule change
                                               the seamless processing of transactions                    delivery requirements. FICC does not                    should be disapproved.
                                               through the EPN Service. As a result,                      believe that the burden on competition
                                               FICC believes the proposed change                          would be significant because it would                   IV. Solicitation of Comments
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                                               further promotes the prompt and                            similarly affect both counterparties to a                 Interested persons are invited to
                                               accurate clearance and settlement of                       cancel and correct Message that does                    submit written data, views and
                                               securities transactions. As such, FICC                     not meet the good delivery requirements                 arguments concerning the foregoing,
                                               believes that the proposed change                                                                                  including whether the proposed rule
                                                                                                            24 Id.
                                                 22 15    U.S.C. 78q–1(b)(3)(F).                            25 17    CFR 240.17Ad–22(e)(23)(i).                     27 15    U.S.C. 78q–1(b)(3)(I).
                                                 23 Id.                                                     26 Id.                                                  28 Id.




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                                                                            Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices                                                 40617

                                               change is consistent with the Act.                        SELECTIVE SERVICE SYSTEM                              Administration under the Small
                                               Comments may be submitted by any of                                                                             Business Investment Act of 1958, as
                                               the following methods:                                    Forms Submitted to the Office of                      amended, under Section 309 of the Act
                                                                                                         Management and Budget for Extension                   and Section 107.1900 of the Small
                                               Electronic Comments                                       of Clearance                                          Business Administration Rules and
                                                 • Use the Commission’s internet                                                                               Regulations (13 CFR 107.1900) to
                                                                                                         AGENCY:   Selective Service System.
                                               comment form (http://www.sec.gov/                                                                               function as a small business investment
                                               rules/sro.shtml); or                                      ACTION:   Notice.
                                                                                                                                                               company under the Small Business
                                                 • Send an email to rule-comments@                         The following form has been                         Investment Company License No. 09/
                                               sec.gov. Please include File Number SR–                   submitted to the Office of Management                 09–0465 issued to Levine Leichtman
                                               FICC–2018–007 on the subject line.                        and Budget (OMB) for extension of                     Capital Partners, LP, said license is
                                               Paper Comments                                            clearance with change in compliance                   hereby declared null and void.
                                                                                                         with the Paperwork Reduction Act:
                                                  • Send paper comments in triplicate                                                                          United States Small Business
                                                                                                         SSS Form 1                                            Administration.
                                               to Secretary, Securities and Exchange
                                               Commission, 100 F Street NE,                                                                                      Dated: April 23, 2018.
                                                                                                           Title: The Selective Service System
                                               Washington, DC 20549.                                                                                           A. Joseph Shepard,
                                                                                                         Registration Form.
                                               All submissions should refer to File                        Purpose: Is used to register men and                Associate Administrator for Investment and
                                               Number SR–FICC–2018–007. This file                        establish a data base for use in                      Innovation.
                                               number should be included on the                          identifying manpower to the military                  [FR Doc. 2018–17579 Filed 8–14–18; 8:45 am]
                                               subject line if email is used. To help the                services during a national emergency.                 BILLING CODE P
                                               Commission process and review your                          Respondents: All 18-year-old males
                                               comments more efficiently, please use                     who are United States citizens and those
                                               only one method. The Commission will                      male immigrants residing in the United                SMALL BUSINESS ADMINISTRATION
                                               post all comments on the Commission’s                     States at the time of their 18th birthday
                                                                                                                                                               [Disaster Declaration #15626 and #15627;
                                               internet website (http://www.sec.gov/                     are required to register with the                     Nebraska Disaster Number NE–00071]
                                               rules/sro.shtml). Copies of the                           Selective Service System.
                                               submission, all subsequent                                  Frequency: Registration with the                    Administrative Declaration of a
                                               amendments, all written statements                        Selective Service System is a one-time                Disaster for the State of Nebraska
                                               with respect to the proposed rule                         occurrence.
                                               change that are filed with the                              Burden: A burden of two minutes or                  AGENCY: U.S. Small Business
                                               Commission, and all written                               less on the individual respondent.                    Administration.
                                               communications relating to the                              Change: Collecting telephone                        ACTION: Notice.
                                               proposed rule change between the                          numbers from respondents.
                                               Commission and any person, other than                       Copies of the above identified form                 SUMMARY:    This is a notice of an
                                               those that may be withheld from the                       can be obtained upon written request to               Administrative declaration of a disaster
                                               public in accordance with the                             the Selective Service System,                         for the State of Nebraska dated 08/07/
                                               provisions of 5 U.S.C. 552, will be                       Operations Directorate, 1515 Wilson                   2018.
                                               available for website viewing and                         Boulevard, Arlington, Virginia 22209–                    Incident: Severe Storms and Flooding.
                                               printing in the Commission’s Public                       2425.                                                    Incident Period: 06/25/2018 through
                                                                                                           Written comments and                                06/30/2018.
                                               Reference Room, 100 F Street NE,
                                                                                                         recommendations for the proposed                      DATES: Issued on 08/07/2018.
                                               Washington, DC 20549 on official
                                                                                                         extension of clearance with change of                    Physical Loan Application Deadline
                                               business days between the hours of
                                                                                                         the form should be sent within 30 days                Date: 10/09/2018.
                                               10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                         of the publication of this notice to the                 Economic Injury (EIDL) Loan
                                               filing also will be available for
                                                                                                         Selective Service System, Operations                  Application Deadline Date: 05/07/2019.
                                               inspection and copying at the principal
                                                                                                         Directorate, 1515 Wilson Boulevard,
                                               office of FICC and on DTCC’s website                                                                            ADDRESSES: Submit completed loan
                                                                                                         Arlington, Virginia 22209–2425.
                                               (http://dtcc.com/legal/sec-rule-                                                                                applications to: U.S. Small Business
                                                                                                           A copy of the comments should be
                                               filings.aspx). All comments received                                                                            Administration, Processing and
                                                                                                         sent to the Office of Information and
                                               will be posted without change. Persons                                                                          Disbursement Center, 14925 Kingsport
                                                                                                         Regulatory Affairs, Attention: Desk
                                               submitting comments are cautioned that                                                                          Road, Fort Worth, TX 76155.
                                                                                                         Officer, Selective Service System, Office
                                               we do not redact or edit personal                                                                               FOR FURTHER INFORMATION CONTACT: A.
                                                                                                         of Management and Budget, New
                                               identifying information from comment                                                                            Escobar, Office of Disaster Assistance,
                                                                                                         Executive Office Building, Room 3235,
                                               submissions. You should submit only                                                                             U.S. Small Business Administration,
                                                                                                         Washington, DC 20503.
                                               information that you wish to make                                                                               409 3rd Street SW, Suite 6050,
                                               available publicly. All submissions                         Dated: August 7, 2018.
                                                                                                                                                               Washington, DC 20416, (202) 205–6734.
                                               should refer to File Number SR–FICC–                      Donald M. Benton,
                                                                                                                                                               SUPPLEMENTARY INFORMATION: Notice is
                                               2018–007 and should be submitted on                       Director.
                                                                                                                                                               hereby given that as a result of the
                                               or before September 5, 2018.                              [FR Doc. 2018–17625 Filed 8–14–18; 8:45 am]
                                                                                                                                                               Administrator’s disaster declaration,
                                                 For the Commission, by the Division of                  BILLING CODE 8015–01–P
                                                                                                                                                               applications for disaster loans may be
                                               Trading and Markets, pursuant to delegated                                                                      filed at the address listed above or other
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                                               authority.29                                                                                                    locally announced locations.
                                               Eduardo A. Aleman,                                        SMALL BUSINESS ADMINISTRATION                            The following areas have been
                                               Assistant Secretary.                                                                                            determined to be adversely affected by
                                                                                                         Surrender of License of Small
                                               [FR Doc. 2018–17489 Filed 8–14–18; 8:45 am]                                                                     the disaster:
                                                                                                         Business Investment Company
                                               BILLING CODE 8011–01–P                                                                                             Primary Counties:
                                                                                                           Pursuant to the authority granted to                   Iowa.
                                                 29 17   CFR 200.30–3(a)(12).                            the United States Small Business                         Contiguous Counties:


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Document Created: 2018-08-15 01:27:12
Document Modified: 2018-08-15 01:27:12
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 40611 

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