Notice2021-28569
Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Reorganizations Guide and the Fee Guide
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 5, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 3 (Wednesday, January 5, 2022)</title>
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[Federal Register Volume 87, Number 3 (Wednesday, January 5, 2022)]
[Notices]
[Pages 528-532]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-28569]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93885; File No. SR-DTC-2021-018]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend the Reorganizations Guide and the Fee Guide
December 30, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on December 29, 2021, The Depository Trust Company (``DTC'') 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. DTC filed the proposed rule
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rules 19b-
4(f)(2) and (f)(4) thereunder.\4\ The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(2) and (f)(4).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule change \5\ consists of amendments to the
Reorganizations Guide and the Fee Guide to (i) postpone the retirement
of DTC's legacy computer to computer facility (``CCF'') files for
corporate actions entitlements and allocations (``CCF Entitlements and
Allocations Files'') \6\ to January 1, 2023,
[[Page 529]]
and (ii) amend the Fee Guide to apply the CCF File Fee to Participants
that consume CCF Entitlements and Allocations Files \7\ between January
1, 2022 and December 31, 2022, as more fully described below.
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\5\ Each term not otherwise defined herein has its respective
meaning as set forth in the Rules, By-Laws and Organization
Certificate of DTC (the ``Rules''), the Guide to the DTC Fee
Schedule (``Fee Guide''), and the Reorganizations Service Guide
(``Reorganizations Guide''), available at <a href="http://www.dtcc.com/legal/rules-and-procedures.aspx">http://www.dtcc.com/legal/rules-and-procedures.aspx</a>.
\6\ Each of the CCF Entitlements and Allocations Files falls
into one of two categories (each, a ``File Category''): (i) Pre-
allocation (``Pre-Allocation CCF Files''), which includes files
containing a Participant's allocation projections and entitlements,
or (ii) allocation/post-allocation (``Allocation/Post-Allocation CCF
Files''), which includes files containing information on a
Participant's allocations and pending allocations. See Important
Notice 13851-20 (August 27, 2020), available at <a href="https://www.dtcc.com/legal/important-notices">https://www.dtcc.com/legal/important-notices</a>.
\7\ There are three types of CCF files representing the
corporate actions lifecycle: Corporate actions announcements (``CCF
Announcements Files''); the CCF Entitlements and Allocations Files;
and corporate actions instructions from Participants through CCF
files (``CCF Corporate Actions Instructions Files''). All CCF
Announcement Files were retired as of December 31, 2018. See
Securities Exchange Act Release No. 79746 (January 5, 2017), 82 FR
3372 (January 11, 2017) (SR-DTC-2016-014). CCF Corporate Actions
Instructions Files have not yet been retired and are not subject to
this proposed rule change.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, the clearing agency included
statements concerning the purpose of and basis for the proposed rule
change and discussed any comments it received on the proposed rule
change. The text of these statements may be examined at the places
specified in Item IV below. The clearing agency has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
The proposed rule change would amend the Reorganizations Guide and
the Fee Guide to (i) postpone the retirement of CCF Entitlements and
Allocations Files to January 1, 2023, and (ii) amend the Fee Guide to
apply the CCF File Fee to Participants that consume CCF Entitlements
and Allocations Files between January 1, 2022 and December 31, 2022, as
more fully described below.
(i) Retirement of CCF Entitlements and Allocations Files and CCF File
Fee
A. Background
On November 19, 2020, DTC filed a rule change (the ``CCF Retirement
Filing'') \8\ that amended the Reorganizations Guide and the Fee Guide
to (i) set a retirement date for CCF Entitlements and Allocations Files
of January 1, 2022, and (ii) apply a $50,000,000 CCF File Fee, per File
Category (Pre-Allocation or Allocation/Post-Allocation) of CCF
Entitlements and Allocations Files, to Participants that continued to
consume CCF Entitlements and Allocations Files between January 1, 2021
and December 31, 2021 (``Original Fee Period'').
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\8\ See Securities Exchange Act Release No. 90490 (November 23,
2020), 85 FR 76645 (November 30, 2020) (SR-DTC-2020-016).
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As discussed in the CCF Retirement Filing, DTC has been informing
Participants that corporate actions CCF files \9\ will be retired and
will be replaced by ISO 20022 messaging since 2011.\10\ ISO 20022
messaging offers enhanced efficiency and transparency in the corporate
action lifecycle because, in contrast to the proprietary function and
activity codes of CCF Files, ISO 20022 is a business-model-based
standard for the development of messages for the international
financial services industry.
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\9\ There are three event groups for CCF files for corporate
actions. Participants subscribe to the CCF files for each event
group separately. The event groups are (i) distributions
(``Distributions''), such as cash and stock dividends, principal and
interest, and capital gain distributions; (ii) redemptions
(``Redemptions''), such as full and partial calls, final paydowns,
and maturities; and (iii) reorganizations (``Reorganizations''),
which include both mandatory and voluntary reorganizations such as
exchange offers, conversions, Dutch auctions, mergers, puts, reverse
stock splits, tender offers, and warrant exercises.
\10\ See Securities Exchange Act Release No. 63886 (February 10,
2011), 76 FR 9070 (February 16, 2011) (SR-DTC-2011-02) (indicating
that DTC will continue to support its legacy proprietary CCF files
until 2015.)
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DTC has been working with Participants to specifically support
their orderly transition from CCF Entitlements and Allocations Files to
ISO 20022 messaging since 2013. DTC began providing Participants with
parallel entitlements and allocations ISO 20022 messaging in 2013
(Distributions), 2015 (Redemptions) and 2017 (Reorganizations). In
addition, since 2016, DTC had been communicating with Participants
about the deadline for retirement of the CCF Entitlements and
Allocation Files and postponed the projected retirement date multiple
times.\11\ Finally, in 2020, DTC filed the CCF Retirement Filing and
continued to work with Participants to support their orderly migration
away from the CCF Entitlements and Allocations Files to ISO 20022
messaging before the January 1, 2022.
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\11\ See Important Notice 2538-16 (January 21, 2016), supra note
6; Important Notice 4381-16 (November 4, 2016), supra note 6;
Important Notice 5099-17 (February 2017), supra note 6; Important
Notice 7488-18 (February 28, 2018), supra note 6; Important Notice
9861-18 (October 9, 2018), supra note 6.
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B. Proposed Rule Change
Most Participants have successfully migrated from CCF Entitlements
and Allocations Files to ISO 20022 messaging. However, DTC understands
that a few Participants are still testing the ISO 20022 messages and
that not all will be ready to transition away from the CCF Entitlements
and Allocations Files before January 1, 2022.
Therefore, pursuant to this proposed rule change, DTC would
postpone the retirement date of the CCF Entitlements and Allocation
Files to January 1, 2023, and would charge Participants the $50,000 CCF
File Fee for each File Category of CCF Entitlements and Allocations
Files that they consume between January 1, 2022 and December 31, 2022
(the ``New Fee Period''). The CCF File Fee would be charged to the
Account of the Participant, upon the Participant's first receipt of CCF
Entitlements and Allocations Files in a particular File Category during
the New Fee Period. The CCF File Fee would cover all CCF Entitlements
and Allocations Files within that File Category during the New Fee
Period.
Pursuant to the proposed rule change, DTC would amend the
description of the CCF File Fee in the Fee Guide to conform with the
proposed rule change. DTC would also amend the Reorganizations Guide to
reflect the January 1, 2023 retirement date for CCF Entitlements and
Allocations Files. Specifically, in the ``Preparing to Use the
Services'' subsection of the ``How Reorganizations Work'' section of
the Reorganizations Guide, DTC is proposing to replace ``*CCF files
associated with entitlements and allocations will be retired as of
January 1, 2022'' with ``*CCF files associated with entitlements and
allocations will be retired as of January 1, 2023.''
Implementation Date
DTC will implement the proposed changes on January 1, 2022. DTC
will announce the implementation date of the proposed rule change in an
Important Notice posted on its website.
As proposed, a legend would be added to the Reorganizations Guide
and the Fee Guide stating there are changes that became effective upon
filing with the Commission but have not yet been implemented. The
proposed legend also would include that the implementation date will be
January 1, 2022. In addition, the proposed legend would state that the
legend would automatically be removed upon the implementation of the
proposed changes.
2. Statutory Basis
Section 17A(b)(3)(F) of the Act requires, inter alia, that the
Rules be designed to promote the prompt and
[[Page 530]]
accurate clearance and settlement of securities transactions.\12\
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\12\ 15 U.S.C. 78q-1(b)(3)(F).
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As described above, the proposed rule change would (i) postpone the
retirement of CCF Entitlements and Allocations Files to January 1,
2023, and (ii) apply the CCF File Fee to Participants that continue to
consume CCF Entitlements and Allocations Files during the New Fee
Period. By postponing the retirement of CCF Entitlements and
Allocations Files to January 1, 2023, the proposed rule change would
allow Participants to minimize potential business interruptions by
undertaking an orderly and organized migration from CCF files to the
more efficient ISO 20022 standard. Similarly, by charging a CCF File
Fee to those Participants that continue to receive CCF Entitlements and
Allocations Files after December 31, 2021, the proposed rule change
would encourage Participants to accelerate system development and the
adoption of the ISO 20022 standard. In this manner, the proposed rule
change would encourage and facilitate the transition to the ISO 20022
standard, which provides efficiencies and enhanced transparency in
processing corporate actions and the settlement activities related
thereto. Accordingly, DTC believes that the proposed rule change would
promote the prompt and accurate clearance and settlement of securities
transactions, consistent with the requirements of Section 17A(b)(3)(F)
of the Act, cited above.
Section 17A(b)(3)(D) of the Act requires that the Rules provide for
the equitable allocation of reasonable dues, fees, and other charges
among its Participants.\13\ DTC believes that the proposed rule change
to apply the CCF File Fee to Participants that continue to consume CCF
Entitlements and Allocations Files during the New Fee Period would
provide for the equitable allocation of reasonable fees.
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\13\ 15 U.S.C. 78q-1(b)(3)(D).
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DTC believes that the proposed application of the CCF File Fee
would be equitably allocated because the CCF File Fee (i) would only be
charged to those Participants that have delayed their migration from
CCF Entitlements and Allocations Files beyond December 31, 2021 \14\
and (ii) would be applied in accordance with the Participant's use of a
particular File Category.
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\14\ As discussed above, DTC has been communicating with
Participants about the migration from CCF files to the ISO 20022
standard for corporate actions events since 2011. Since 2013, DTC
has been communicating with Participants about targeted retirement
dates for CCF Entitlements and Allocations Files and has, at the
request of Participants, postponed the projected dates numerous
times. Before October 2018, DTC had always told Participants that
there would not be any charges for the continued consumption of CCF
Entitlements and Allocations Files. After the CCF Retirement Filing
most Participants did complete development and fully adopted the ISO
20022 standard for entitlements and allocations information,
illustrating the effectiveness of the CCF File Fee.
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Further, DTC believes that the application of the $50,000 CCF File
Fee would be reasonable. As discussed above, Participants that did not
complete their migration to ISO 20022 by January 1, 2021 were charged
the $50,000 CCF File Fee for each File Category of CCF Entitlements and
Allocations Files that they consumed during the Original Fee Period.
Most Participants completed their migration during the Original Fee
Period, which DTC believes is due, in part, to the application of the
CCF Fee. Based on this prior experience with the CCF File Fee, DTC
believes that the CCF File Fee in the amount of $50,000 provides the
necessary encouragement for Participants to accelerate their system
development for their adoption of the ISO 20022 standard for
entitlements and allocations information.\15\ Further, during the
application of the CCF File Fee to CCF Entitlements and Allocations
Files during the Original Fee Period, DTC had not received any negative
feedback from Participants suggesting that the $50,000 fee was overly
burdensome.\16\
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\15\ The CCF File Fee is not designed to cover costs incurred by
DTC as a result of continuing to service CCF files.
\16\ DTC also had charged a similar $50,000 CCF File Fee to
Participants that continued to receive the CCF Announcements Files
between 2016-2018, in order to encourage Participants to migrate
from CCF Announcements Files to ISO 20022 messaging. DTC believes
that the CCF File Fee provided a strong incentive for Participants
to accelerate their migration from the CCF format to the ISO 2002
standard, thereby allowing DTC to retire all of the CCF
Announcements Files by December 31, 2018. See Securities Exchange
Act No. 76811 (December 31, 2015), 81 FR 826 (January 7, 2016) (SR-
DTC-2015-013) (postponing retirement of CCF Announcements Files and
implementation of a $50,000 CCF File Fee to encourage prompt
transition to the ISO 20022 standard); and see also Securities
Exchange Act Release No. 79746 (January 5, 2017), 82 FR 3372
(January 11, 2017) (SR-DTC-2016-014) (establishing the retirement
date for CCF Announcement Files).
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Therefore, DTC believes that the proposed rule change regarding the
CCF File Fee provides for the equitable allocation of reasonable dues,
fees, and other charges among its Participants, consistent with Section
17A(b)(3)(D) of the Act, cited above.
(B) Clearing Agency's Statement on Burden on Competition
DTC believes that the proposed rule change with respect to
postponing the retirement of CCF Entitlements and Allocations Files to
January 1, 2023 would not have any impact on competition. The proposed
rule change would provide any Participant that has not completed its
migration from CCF Entitlements and Allocation Files with additional
time to complete its testing and development of its systems, and
finalize the transition to ISO 20022 messaging. Therefore, DTC believes
that the proposed rule change with respect to postponing the retirement
of CCF Entitlements and Allocations Files to January 1, 2023 would not
have a burden on competition.\17\
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\17\ 15 U.S.C. 78q-1(b)(3)(I).
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DTC believes that the proposed rule change with respect to amending
the Fee Guide to apply the CCF File Fee to Participants that continue
to consume CCF Entitlements and Allocations Files during the New Fee
Period could have an impact on competition because it could create a
burden on competition.\18\ Although the proposed application of the CCF
File Fee is designed to incentivize Participants to accelerate their
adoption of the ISO 20022 standard, DTC recognizes and appreciates that
charging the fee could negatively affect such Participants' operating
costs. However, DTC believes that any burden on competition would not
be significant and would be necessary and appropriate in furtherance of
the purposes of the Act, as permitted by Section 17A(b)(3)(I) of the
Act.\19\
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\18\ Id.
\19\ Id.
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DTC believes any burden on competition would not be significant
because (i) the fee would only be charged once per File Category, upon
the Participant's first receipt of CCF Entitlements and Allocations
Files for a File Category during the New Fee Period, and (ii) the
application of the CCF File Fee for a File Category would cover the
consumption of all CCF Entitlements and Allocations Files within that
File Category during the New Fee Period. In addition, based on DTC's
prior use of the CCF File Fee for CCF Announcements Files \20\ and CCF
Entitlements and Application Files, DTC has no indication that the
amount of the fee creates a significant burden on any Participant.
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\20\ See supra note 16.
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DTC believes that any burden on competition that may be created by
the proposed change to amend the Fee Guide to apply the CCF File Fee to
Participants that continue to consume CCF Entitlements and Allocations
Files during the New Fee Period would be
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necessary and appropriate in furtherance of the purposes of the Act, as
permitted by Section 17A(b)(3)(I) of the Act.\21\ DTC believes that
this proposed change would be necessary because some Participants have
yet to adopt the ISO 20022 standard, despite at least seven years of
communication and prompting on the issue.\22\ As noted above, the ISO
20022 standard provides efficiencies and enhanced transparency in
processing corporate actions and the settlement activities related
thereto. Thus, DTC believes that the proposed rule change would promote
the prompt and accurate clearance and settlement of securities
transactions, consistent with Section 17A(b)(3)(F) of the Act.\23\
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\21\ Id.
\22\ See supra notes 10 and 11.
\23\ 15 U.S.C. 78q-1(b)(3)(F).
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DTC believes that the proposed rule change to apply the CCF File
Fee to Participants that continue to consume CCF Entitlements and
Allocations Files during the New Fee Period would be appropriate in
furtherance of the purposes of the Act, as permitted by Section
17A(b)(3)(I) of the Act.\24\ DTC's prior experience with the $50,000
CCF File Fee and the successful retirement of CCF Announcements Files
illustrates that a $50,000 CCF File Fee provides the necessary
encouragement for Participants to accelerate their system development
for the full adoption of the ISO 20022 standard. Further, during the
application of the CCF File Fee to CCF Announcements Files, DTC had not
received any negative feedback from Participants that suggested that
the $50,000 fee was overly burdensome; nor did DTC receive any
objections during the application of the CCF File Fee to CCF
Entitlements and Allocations Files during the Original Fee Period that
suggested that the $50,000 fee was overly burdensome. Accordingly, DTC
believes that application of the $50,000 CCF File Fee would be
appropriate here in order to incentivize Participants to accelerate
their migration to the ISO 20022 standard. In addition, as discussed
above, DTC believes that the proposed application of the CCF File Fee
would be equitably allocated because the CCF File Fee (i) would only be
charged to those Participants that have delayed their migration from
CCF Entitlements and Allocations beyond December 31, 2021 and (ii)
would be applied in accordance with the Participant's use of a
particular File Category.
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\24\ 15 U.S.C. 78q-1(b)(3)(I).
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Therefore, for these reasons, DTC believes that a perceived
competitive burden of the proposed rule change to apply the CCF File
Fee to Participants that continue to consume CCF Entitlements and
Allocations Files during the Fee Period would be necessary and
appropriate in furtherance of the purposes of the Act, as permitted by
Section 17A(b)(3)(I) of the Act.\25\
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\25\ 15 U.S.C. 78q-1(b)(3)(I).
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
DTC has not received or solicited any written comments relating to
this proposal. If any written comments are received, DTC will amend
this filing to publicly file such comments as an Exhibit 2 to this
filing, as required by Form 19b-4 and the General Instructions thereto.
Persons submitting written comments are cautioned that, according
to Section IV (Solicitation of Comments) of the Exhibit 1A in the
General Instructions to Form 19b-4, the Commission does not edit
personal identifying information from comment submissions. Commenters
should submit only information that they wish to make available
publicly, including their name, email address, and any other
identifying information.
All prospective commenters should follow the Commission's
instructions on How to Submit Comments, available at <a href="https://www.sec.gov/regulatory-actions/how-to-submit-comments">https://www.sec.gov/regulatory-actions/how-to-submit-comments</a>. General
questions regarding the rule filing process or logistical questions
regarding this filing should be directed to the Main Office of the
Commission's Division of Trading and Markets at
<a href="/cdn-cgi/l/email-protection#a4d0d6c5c0cdcac3c5cac0c9c5d6cfc1d0d7e4d7c1c78ac3cbd2"><span class="__cf_email__" data-cfemail="1d696f7c7974737a7c7379707c6f7678696e5d6e787e337a726b">[email protected]</span></a> or 202-551-5777.
DTC reserves the right to not respond to any comments received.
III. Date of Effectiveness of the Proposed Rule Change, and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \26\ of the Act and paragraph (f) \27\ of Rule 19b-4
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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\26\ 15 U.S.C 78s(b)(3)(A).
\27\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#6b191e070e46080406060e051f182b180e08450c041d"><span class="__cf_email__" data-cfemail="fb898e979ed6989496969e958f88bb889e98d59c948d">[email protected]</span></a>. Please include
File Number SR-DTC-2021-018 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to File Number SR-DTC-2021-018. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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 DTC and on DTCC's
website (<a href="https://dtcc.com/legal/sec-rule-filings.aspx">https://dtcc.com/legal/sec-rule-filings.aspx</a>). All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-DTC-2021-018 and should be submitted on
or before January 26, 2022.
[[Page 532]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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\28\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2021-28569 Filed 1-4-22; 8:45 am]
BILLING CODE 8011-01-P
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