Notice2022-28483
Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 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 3, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 1 (Tuesday, January 3, 2023)</title>
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[Federal Register Volume 88, Number 1 (Tuesday, January 3, 2023)]
[Notices]
[Pages 121-125]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-28483]
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SECURITIES AND EXCHANGE COMMISSION
Release No. 34-96586; File No. SR-DTC-2022-014]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend the Fee Guide
December 27, 2022.
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 22, 2022, 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 Rule 19b-
4(f)(2) 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).
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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 Guide to
the DTC Fee Schedule \6\ (``Fee Guide'') to revise certain fees charged
to Participants for settlement services,\7\ as described below.
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\5\ Each capitalized term not otherwise defined herein has its
respective meaning as set forth the Rules, By-Laws and Organization
Certificate of DTC (the ``Rules''), available at <a href="http://www.dtcc.com/legal/rules-and-procedures.aspx">http://www.dtcc.com/legal/rules-and-procedures.aspx</a>.
\6\ Available at http://www.dtcc.com/~/media/Files/Downloads/
legal/fee-guides/dtcfeeguide.pdf.
\7\ Pursuant to Rule 2, Section 1, each Participant shall pay to
DTC the compensation due it for services rendered to the Participant
based on DTC's fee schedules. See Rule 2, supra note 5.
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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 Fee to revise certain fees
charged to Participants for settlement services, as described below.
Overview
DTC is a central securities depository, and as such, provides a
central location in which Eligible Securities \8\ may be
[[Page 122]]
immobilized, or through which Securities may be dematerialized, and
interests, in the form of Security Entitlements,\9\ in those Securities
reflected in Accounts maintained for Participants.\10\ DTC provides its
Participants with settlement services relating to Deliveries \11\ of
such Securities on DTC's books.\12\
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\8\ Pursuant to Rule 5, Section 1, an Eligible Security shall
only be a Security accepted by DTC, in its sole discretion, as an
Eligible Security. See Rule 5, supra note 5. See also, DTC
Operational Arrangements Necessary for Securities to Become and
Remain Eligible for DTC Services (``OA''), available at http://
www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/
eligibility/operational-arrangements.pdf, at 6-19 (setting forth DTC
eligibility requirements).
\9\ Pursuant to Rule 1, the term ``Security Entitlement'' has
the meaning given to the term ``security entitlement'' in Section 8-
102 of the New York Uniform Commercial Code. The interest of a
Participant or Pledgee in a Security credited to its Account is a
Security Entitlement. See Rule 1, supra note 5.
\10\ See also DTC Disclosure Framework for Covered Clearing
Agencies and Financial Market Infrastructures, available at <a href="https://www.dtcc.com/-/media/Files/Downloads/legal/policy-and-compliance/DTC_Disclosure_Framework.pdf">https://www.dtcc.com/-/media/Files/Downloads/legal/policy-and-compliance/DTC_Disclosure_Framework.pdf</a>, at 5.
\11\ Pursuant to Rule 1, the term Delivery, as used with respect
to a Security held in the form of a Security Entitlement on the
books of DTC, means debiting the Security from an Account of the
Deliverer and crediting the Security to an Account of the Receiver.
A Delivery may be a Delivery Versus Payment or a Free Delivery, or
both collectively, as the context may require. See Rule 1, supra
note 5.
\12\ See Rule 9(A), Rule 9(B), Rule 9(C) and Rule 9(D), supra
note 5, and Settlement Service Guide (``Settlement Guide''),
available at http://www.dtcc.com/~/media/Files/Downloads/legal/
service-guides/Settlement.pdf, at 21-31. DTC allows a Participant to
settle securities transactions by making book-entry Deliveries to
another Participant's account. DTC reduces the seller's position and
increases the buyer's position without the need to move physical
certificates. See Settlement Guide at 4-5.
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DTC operates a ``low cost'' pricing model and has in place
procedures to control costs and to regularly review pricing levels
against costs of operation. It reviews pricing levels against its costs
of operation during the annual budget process. The budget is approved
annually by the Board. DTC's fees are cost-based plus a markup, as
approved by the Board or management (pursuant to authority delegated by
the Board), as applicable. This markup of ``low margin'' is applied to
recover development costs and operating expenses, and to accumulate
capital sufficient to meet regulatory and economic requirements.\13\
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\13\ For this purpose, DTC has established a percentage-based
range (``Preferred Range'') for its operating margin. Currently,
DTC's operating margin is below the Preferred Range and the fee
increase is projected to bring DTC's operating margin within the
Preferred Range.
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After evaluation of DTC's short-term and long-term financial
position in consideration of expected Participant activity, revenues,
cost of funding, market volatility, and the financial markets more
broadly, DTC has determined that it should increase the overall amount
it collects from Participants through fees for its settlement services
relating to Deliveries in order to cover its costs for settlement
services and maintain the appropriate low margin above costs.
Specifically, operating expense increases for DTC's settlement
services are driven by compensation and contract inflation, IT risk
mitigation, resiliency initiatives and infrastructure investments
partially offset by efficiencies. In this regard, the proposed rule
change would increase certain fees relating to book-entry delivery in
the settlement services section \14\ of the Fee Guide to bring the
operating margin for DTC's settlement services within the Preferred
Range, as described below.
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\14\ See Fee Guide, supra note 6, at 18.
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Fee Revisions and Consolidations for Certain Settlement Services
Fee Increase for Day Deliver Orders
A Participant may submit an instruction (``Deliver Order'') to DTC
to make a Delivery \15\ of Eligible Securities via book-entry to
another Participant's account.\16\ DTC reduces the Deliverer's \17\
position and increases the Receiver's \18\ position without the need to
move physical certificates. Deliveries can be made Delivery Versus
Payment \19\ or as a Free Delivery,\20\ depending on the applicable
Participant's delivery instructions provided in the Deliver Order.
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\15\ Supra note 12.
\16\ See Rule 9(B), supra note 5.
\17\ Pursuant to Rule 1, the term ``Deliverer,'' as used with
respect to a Delivery of a Security, means the Person which Delivers
the Security. See Rule 1, supra note 5.
\18\ Pursuant to Rule 1, the term ``Receiver,'' as used with
respect to a Delivery of a Security, means the Person which receives
the Security. See id.
\19\ Pursuant to Rule 1, the term ``Delivery Versus Payment''
means a Delivery against a settlement debit to the Account of the
Receiver, as provided in Rule 9(A) and Rule 9(B) and as specified in
the Procedures. See Rule 1, supra note 5.
\20\ Pursuant to Rule 1, the term ``Free Delivery'' means a
Delivery free of any payment by the Receiver through the facilities
of the Corporation, as provided in Rule 9(B) and as specified in the
Procedures. See id.
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A Participant is charged a fee, named in the Fee Guide as ``Day
Deliver Order (including reclaims; excluding stock loans),'' (``Day
Deliver Order Fee'') of 40 cents for a Deliver Order, except the charge
is 17 cents for Deliver Orders submitted by the Participant for
processing in the night cycle.\21\ The latter fee, named the ``Night
Deliver Order'' fee \22\ (``Night Deliver Order Fee''), is lower than
the former because it is designed to encourage earlier submission of
transactions by Participants, which results in more efficient
settlement processing by increasing the volume of transactions
processed in the night-cycle, which, in turn, enhances intraday
settlement processing.\23\
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\21\ See Fee Guide, supra note 6, at 18. On the night before
settlement day (``S-1'') DTC commences ``night cycle'' processing.
During the night cycle, DTC operates a process (``Night Batch
Process'') that utilizes a settlement processing algorithm capable
of evaluating each Participant's transaction obligations, available
positions, transaction priorities and risk management controls.
Specifically, at approximately 8:30 p.m. on S-1, DTC subjects all
transactions eligible for processing to the Night Batch Process. The
Night Batch Process runs ``off-line'' (i.e., is not visible to
Participants), allowing DTC to run multiple processing scenarios
until the optimal processing scenario is identified. Once the
optimal scenario is identified, the results are incorporated back
into DTC's core processing environment on a transaction-by-
transaction basis prior to the start of daytime processing.
Transactions that have satisfied DTC's risk controls will be staged
for settlement. However, as was the case prior to this change, if a
transaction cannot satisfy DTC's control functions initially, then
it will recycle throughout the day, continuously attempting to
satisfy the controls until approximately 3:10 p.m. for valued
transactions and until 6:35 p.m. for free transactions. See
Settlement Guide, supra note 12, at 7 and 72.
\22\ See id.
\23\ See Securities Exchange Act Release No. 84768 (December 10,
2018), 83 FR 64401 (December 14, 2018) (SR-DTC-2018-011).
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The Receiver of the Delivery is charged 11 cents, regardless of
time, per receive. This fee is named in the Fee Guide as ``Receive,
regardless of time (excluding reclaims and stock loans and returns).''
\24\
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\24\ See Fee Guide, supra note 6, at 18.
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Pursuant to the proposed rule change, DTC would increase the Day
Deliver Order Fee from 40 cents to 54 cents per item. The proposed fee
reflects an amount that would facilitate DTC's ability, as discussed
above, to increase the overall fees DTC collects from Participants
relating to its settlement services in order to cover its costs and
maintain the appropriate low margin above costs.
As a result of the above-described proposed change, the Fee Guide
entry for the Day Deliver Order Fee would be revised, as follows (Bold,
italicized text indicates additions, Bold, strikethrough text indicates
deletions):
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Fee name Amount ($) Conditions
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Day deliver order (including 0.40 0.54 Per item; charged to
reclaims; excluding stock deliverer; applies to
loans). each DO submitted.
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As a result of its review of pricing levels against costs of
operation of its settlement services, DTC believes that the proposed
fee changes would enable DTC to offset its cost and expense while
generating a low margin within the Preferred Range.
Fee Increase for Deliveries and Receives of Securities To and From CNS
Another important use of DTC book-entry transfer services is the
interface of DTC with its affiliate National Securities Clearing
Corporation (``NSCC'') for the processing of trades that are cleared
and settled in the NSCC Continuous Net Settlement (``CNS'') system and
are processed as Free Deliveries at DTC.\25\ DTC also processes Free
Deliveries as instructed by NSCC to DTC relating to NSCC's Automated
Customer Account Transfer Service (``ACATS'').\26\
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\25\ See Settlement Guide, supra note 12, at 18-20.
\26\ See id at 20.
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A Participant is charged 7 cents for the Delivery of a Security to
the NSCC CNS account at DTC (``CNS Account'') or for an ACATS Delivery
on the Participant's behalf.\27\ Likewise, the receiving Participant of
a Security from the CNS Account is charged 7 cents for the Delivery of
the Securities from the CNS Account or for an ACATS Delivery to its
account.\28\ This fee is named in the Fee Guide as ``Delivery to/from
CNS (including ACATS).'' \29\
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\27\ See Fee Guide, supra note 6, at 18.
\28\ Id.
\29\ Id.
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Specifically, pursuant to the proposed rule change, DTC would
increase the Delivery to/from CNS (including ACATS) fee from 7 cents to
17 cents.
As a result of the above-described proposed changes, the text of
the Fee Guide relating to these fees would be revised as follows (Bold,
italicized text indicates additions, Bold, strikethrough text indicates
deletions):
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Fee name Amount ($) Conditions
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Delivery to/from CNS (including 0.07 0.17 Per delivery or
ACATS). receive.
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As a result of its review of pricing levels against costs of
operation, DTC believes that these proposed fee amounts would enable
DTC to offset its cost and expense while generating a low margin.
Participant Impact
The proposed rule change is expected to increase DTC's annual
revenue by approximately $30 million. Individual Participant impacts
are project to vary depending on a Participant's settlement activity
impacted by the proposed fee changes. As a result of the fee change,
(i) 80% of Participants are projected to incur a 25% or less increase
in overall fees charged, (ii) 13% are projected to incur an increase
above 25% and below 50%, and (iii) 7% of Participants are projected to
incur an increase in fees of greater than 50%.
Participant Outreach
DTC has conducted ongoing outreach to each Participant in order to
provide them with notice of the proposed changes and the anticipated
impact for the Participant. As of the date of this filing, no written
comments relating to the proposed changes have been received in
response to this outreach. The Commission will be notified of any
written comments received.
Implementation Timeframe
DTC would implement this proposal on January 1, 2023. As proposed,
a legend would be added to the Fee Guide stating there are changes that
have become effective upon filing with the Commission but have not yet
been implemented. The proposed legend also would include a date on
which such changes would be implemented and the file number of this
proposal, and state that, once this proposal is implemented, the legend
would automatically be removed from the Fee Guide.
2. Statutory Basis
DTC believes this proposal is consistent with the requirements of
the Act, and the rules and regulations thereunder applicable to a
registered clearing agency. Specifically, DTC believes the proposed
changes to modify settlement service fees, as described above, are
consistent with Section 17A(b)(3)(D) of the Act,\30\ for the reasons
described below. DTC believes that the proposed changes to update the
Fee Guide with the new fees are consistent with Rule 17Ad-
22(e)(23)(ii),\31\ as promulgated under the Act, for the reasons
described below.
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\30\ 15 U.S.C. 78q-1(b)(3)(D).
\31\ 17 CFR.17Ad-22(e)(23)(ii).
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Section 17A(b)(3)(D) of the Act requires, inter alia, that the
Rules provide for the equitable allocation of reasonable dues, fees,
and other charges among participants.\32\ For the reasons set forth
below, DTC believes that each of the proposed rule changes described
above would provide for the equitable allocation of reasonable dues,
fees, and other charges among Participants.
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\32\ 15 U.S.C. 78q-1(b)(3)(D).
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DTC believes the proposed rule change to (i) increase the Day
Deliver Order Fee, and (ii) increase the Delivery to/from CNS fee as
described above, would provide for the equitable allocation of
reasonable fees. While the impact of the proposed fees would vary based
on Members' usage of the underlying DTC services, the proposed rule
change would not alter how these Fees are calculated or how such fees
are allocated to Participants. In this regard, since the proposed
change would not alter how these fees are charged to Participants, DTC
believes that the fees would continue to be equitably allocated because
they would continue to be charged based on volume of transaction
activity for a given Participant. More specifically, as mentioned
above, the Day Deliver Order Fee and the Night Deliver Order Fee are
charged based on a Participant's volume of Deliveries during the
applicable timeframes, as described above. As such, and as is currently
the case, Participants that provide a greater number of Delivery
instructions, or receive a greater number of Deliveries, would
generally be subject to a higher overall charge for Deliveries and/or
Receives, as applicable, based on volume of related transactions.
Conversely, Participants that make fewer Deliveries and or receive few
Deliveries would generally be subject to a smaller overall charge for
Deliveries and receives based on volume.
Similarly, DTC believes that the Day Deliver Order Fee and the
Delivery to/from CNS fee would continue to be
[[Page 124]]
reasonable fees under the proposed change described above. The proposed
fees were selected for adjustment based on an analysis of projected
market volumes and revenues for DTC during its annual budgeting
process. Based on this analysis, first, DTC determined that it would
increase the Delivery to/from CNS fee by an amount similar to the
amount it was reduced in 2021.\33\ DTC then determined that the Day
Deliver Order Fee, which was also reduced in 2021, would be increased
by an amount sufficient to close a remaining projected shortfall of
DTC's operating margin versus the Preferred Range.\34\ The proposed fee
changes are intended to better align to the projected operating costs
and expenses of DTC relating to settlement service and would result in
an overall increase of fees imposed on DTC's Participants and are
expected to bring DTC's operating margin for its settlement services
within the Preferred Range. For this reason, DTC believes that the
proposed rule change to (i) increase the Day Deliver Order Fee, and
(ii) increase the Delivery to/from CNS fee, as described above, would
be reasonable fees charged by DTC for these services and is consistent
with Section 17A(b)(3)(D) of the Act.\35\
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\33\ In 2021, DTC reduced this fee from 16 cents to the current
7 cents. See Securities Exchange Act Release Number 90546 (December
7, 2020), 85 FR 78897 (December 1, 2020) (SR-DTC-2020-014).
\34\ In 2021, DTC reduced the Day Deliver Order Fee from 45
cents to the current 40 cents. Id.
\35\ Supra note 32.
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Rule 17Ad-22(e)(23)(ii) under the Act \36\ requires DTC to
establish, implement, maintain, and enforce written policies and
procedures reasonably designed to provide sufficient information to
enable participants to identify and evaluate the risks, fees, and other
material costs they incur by participating in the covered clearing
agency. The proposed fees would be clearly and transparently published
in the Fee Guide, which is available on a public website,\37\ thereby
enabling Participants to identify the fees and costs associated with
participating in DTC. As such, DTC believes the proposed rule change is
consistent with Rule 17Ad-22(e)(23)(ii) under the Act.\38\
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\36\ 17 CFR 240.17Ad-22(e)(23)(ii).
\37\ See supra note 6.
\38\ 17 CFR 240.17Ad-22(e)(23)(ii).
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(B) Clearing Agency's Statement on Burden on Competition
DTC believes that the proposed rule change to increase the Day
Deliver Order Fees and the Delivery to/from CNS fee may present a
competitive burden among Participants because this change could
increase the fees of those Participants that perform activity covered
by these fees. DTC does not believe the proposed change in and of
itself would mean that the burden on competition among Participants is
significant. This is because even though the amount of the fee increase
may seem significant, DTC believes the increase in fees would similarly
affect all Participants that utilize DTC's services and be reflective
of each Participant's individual activity at DTC, and therefore the
burden on competition would not be significant. Regardless of whether
the burden on competition is deemed significant, DTC believes any
burden 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.\39\
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\39\ 15 U.S.C. 78q-1(b)(3)(I).
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Any such burden would be necessary because these proposed fee
increases would provide DTC with the ability to achieve and maintain
its net income margin. Any such burden would be appropriate because DTC
believes that the fees would continue to be equitably allocated because
they would continue to be charged based on volume of transaction
activity for a given Participant.
(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, they would be
publicly filed as an Exhibit 2 to this filing, as required by Form 19b-
4 and the General Instructions thereto.
Persons submitting 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-submitcomments">https://www.sec.gov/regulatory-actions/how-to-submitcomments</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#87f3f5e6e3eee9e0e6e9e3eae6f5ece2f3f4c7f4e2e4a9e0e8f1"><span class="__cf_email__" data-cfemail="f98d8b989d90979e98979d94988b929c8d8ab98a9c9ad79e968f">[email protected]</span></a> or 202-
551-5777.
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) \40\ of the Act and paragraph (f) \41\ 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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\40\ 15 U.S.C. 78s(b)(3)(A).
\41\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#1664637a733b75797b7b737862655665737538717960"><span class="__cf_email__" data-cfemail="780a0d141d551b1715151d160c0b380b1d1b561f170e">[email protected]</span></a>. Please include
File Number SR-DTC-2022-014 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-2022-014. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE,
[[Page 125]]
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="http://dtcc.com/legal/sec-rule-filings.aspx">http://dtcc.com/legal/sec-rule-filings.aspx</a>). All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-DTC-2022-014 and should be submitted on
or before January 24, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\42\
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\42\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-28483 Filed 12-30-22; 8:45 am]
BILLING CODE 8011-01-P
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