Notice2024-06576
Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the DTC Corporate Actions Distributions Service Guide and the DTC Settlement Service 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
March 28, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 61 (Thursday, March 28, 2024)</title>
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[Federal Register Volume 89, Number 61 (Thursday, March 28, 2024)]
[Notices]
[Pages 21557-21564]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-06576]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99843; File No. SR-DTC-2024-002]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the DTC Corporate Actions Distributions Service Guide and the DTC
Settlement Service Guide
March 22, 2024.
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 March 20, 2024, 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)(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)(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 DTC
Corporate Actions Distributions Service Guide (``Distributions Guide'')
\5\ and the DTC Settlement Service Guide (``Settlement Guide'') \6\
(collectively, ``Guides'') \7\ to make technical revisions to the
Guides in anticipation of the U.S. market transition to a shortened
standard settlement cycle from the current two business days after
trade date (``T+2'') to one business day after trade date (``T+1''), as
described in greater detail below.\8\
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\5\ Available at <a href="http://www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Service-Guide-Distributions.pdf">www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Service-Guide-Distributions.pdf</a>.
\6\ Available at <a href="http://www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Settlement.pdf">www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Settlement.pdf</a>.
\7\ The Guides are Procedures of DTC. Pursuant to the Rules, the
term ``Procedures'' means the Procedures, service guides, and
regulations of DTC adopted pursuant to Rule 27, as amended from time
to time. See Rule 1, Section 1, infra note 8. They are binding on
DTC and each Participant in the same manner that they are bound by
the Rules. See Rule 27, infra note 8.
\8\ 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">www.dtcc.com/legal/rules-and-procedures</a>.
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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 DTC Corporate Actions
Distributions Service Guide (``Distributions Guide'') \9\ and the DTC
Settlement Service Guide (``Settlement Guide'') \10\ (collectively,
``Guides'') \11\ to make technical revisions to the Guides in
anticipation of the U.S. market transition to a shortened standard
settlement cycle from the current two business days after trade date
(``T+2'') to one business day after trade date (``T+1''), as described
below. The proposed rule changes to the Guides would become effective
on May 28, 2024.\12\
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\9\ Supra note 5.
\10\ Supra note 6.
\11\ Supra note 7.
\12\ DTC will post a version of the relevant sections of the
respective Guides reflecting the changes as they would appear upon
the effectiveness of the subsequent proposed rule change mentioned
above and will include a note on the cover page of the Guides to
advise Participants of these changes.
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The standard settlement cycle for certain securities was last
changed in 2017, when the Commission adopted the current version of
Rule 15c6-1(a) \13\ under the Act, which (subject to certain
exceptions) prohibits any broker-dealer from entering into a contract
for the purchase or sale of a security that provides for payment and
delivery later than two business days after the trade date, unless
otherwise expressly agreed to by the parties at the time of the
transaction.\14\ The implementation of this change moved the length of
the settlement cycle from three business days after trade date (T+3) to
T+2.
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\13\ 17 CFR 240.15c6-1.
\14\ See Securities Exchange Act Release No. 80295 (Mar. 22,
2017), 82 FR 15564 (Mar. 29, 2017).
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To further reduce market and counterparty risk, decrease clearing
capital requirements, reduce liquidity demands, and strengthen and
modernize securities settlement in the U.S. financial markets, the
financial services industry, in coordination with its regulators, has
been working on shortening the standard settlement cycle from T+2 to
T+1. In connection therewith, the Commission has adopted a rule change
to shorten the standard settlement cycle from T+2 to T+1, with a
compliance date of May 28, 2024.\15\
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\15\ See Securities Exchange Act Release No. 96930 (Feb. 15,
2023), 88 FR 13872 (Mar. 6, 2023) (S7-05-22) (Shortening the
Securities Transaction Settlement Cycle).
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Effect on DTC
DTC provides depository and book-entry services pursuant to its
Rules and Procedures, including, but not limited to, its service guides
and Operational Arrangements.\16\ DTC services include custody of
securities certificates and other instruments, and settlement and asset
services for types of eligible securities including, among others,
equities, warrants, rights, corporate debt and notes, municipal bonds,
government securities, asset-backed securities, depositary receipts and
money market instruments.
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\16\ Available at <a href="http://www.dtcc.com/legal/rules-and-procedures">www.dtcc.com/legal/rules-and-procedures</a>.
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DTC, through its nominee, Cede & Co., is the registered holder of
securities on the books of the issuer or its transfer agent; that is,
DTC is the direct holder of legal title to the securities on the books
of the issuer. DTC receives distributions, dividends, and corporate
actions from the issuer and passes them to its Participants.
DTC processes transactions for settlement, subject to its risk
controls, on the same day it receives them. Distributions on securities
held at DTC on behalf of its Participants pass through DTC and are
credited to the accounts of Participants on the same day that they are
paid to DTC. As a result, DTC's Rules and Procedures are not generally
affected by the industry's move to T+1.
However, certain provisions in the Distributions Guide and
Settlement Guide relating to distributions on securities held at DTC
and settlement timeframes are based on a presumption that transactions
settle on a two-day settlement cycle (i.e., T+2). This would change as
the securities industry switches to a standard T+1, as noted above.
Therefore, DTC proposes to make the below described changes.
Distributions Guide Changes
DTC would modify the Distributions Guide text relating to (i) the
DTC interim accounting process and (ii) the impact of the shortened
settlement cycle
[[Page 21558]]
on the timing of the allocation of stock distributions.
Interim Accounting Process
Interim accounting is an important part of the entitlement and
allocation process relating to distributions. During the interim
accounting period, DTC facilitates the entitlements and allocation
process systematically for both the buyer and seller of a transaction
conducted in the marketplace and submitted to NSCC's Continuous Net
Settlement service (``CNS'').\17\ The interim accounting period is
defined as the time period during which a trade settling has income or
a due bill attached to it.\18\ The interim accounting period (also
referred to as the due bill period) is determined in accordance with
market rules \19\ and currently extends for the time from the record
date \20\ plus one day up to the ex-date plus one day.\21\
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\17\ Securities movements for transactions processed through CNS
occur free of payment at DTC. See DTC Settlement Service Guide,
available at <a href="http://www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Settlement.pdf">www.dtcc.com/-/media/Files/Downloads/legal/service-guides/Settlement.pdf</a>, at 15.
\18\ In the absence of DTC's interim accounting process, trades
scheduled to settle after the record date ``with distribution''
(those that entitle the receiver to the distribution) would have a
due bill or income payment attached to detail the entitlement and
associated obligations between the seller and buyer relating to the
distribution. The distribution entitlement would then need to be
handled between the seller and the buyer of the security outside of
DTC's Distributions Service.
\19\ E.g., New York Stock Exchange (``NYSE'') Rules 255-259,
available at <a href="http://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Rules.pdf">www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Rules.pdf</a>.
\20\ The record date is the date when an investor must be on the
issuer's books as a shareholder to receive a distribution.
\21\ The ex-date is determined in accordance with the applicable
market procedures. E.g., NYSE Listed Company Manual, Section 703.03
(part 2) (Stock Split/Stock Rights/Stock Dividend Listing Process),
available at <a href="http://www.nysemanual.nyse.com/lcm/Help/mapContent.asp?sec=lcm-sections&title=sx-ruling-nyse-policymanual_703.02">www.nysemanual.nyse.com/lcm/Help/mapContent.asp?sec=lcm-sections&title=sx-ruling-nyse-policymanual_703.02</a>(part2)&id=chp_1_8_3_4.
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In order to prepare for the migration to T+1 settlement, DTC would
modify the interim accounting process to account for the shortened
period. In this regard, DTC would revise the Distributions Guide to
state that the interim accounting period would reflect the anticipated
due bill period that would be recognized by the industry, in light of
the T+1 settlement cycle, such that the interim accounting period would
extend from the record date plus one day up to the due bill redemption
date (typically ex-date for equities and payable date minus one day for
debt). Proposed changes to the text of the Distributions Guide relating
to the interim accounting period would be reflected in the text of the
subsections of the Interim Accounting section of the Distributions
Guide.
``Overview'' Subsection
The subsection titled ``Overview'' provides a general description
of the Interim Accounting process. The proposed rule change would make
a technical change to remove a typo from a sentence that provides a
general description for when the interim accounting process relating to
a distribution begins and ends. The same sentence would also be revised
to reflect a timing change to the interim account period necessitated
by the shortening of the settlement cycle.
``Reasons for Interim Accounting'' Subsection
The subsection titled ``Reasons for Interim Accounting'' describes
that normally, the registered holder of a security on the close of
business on the record date is entitled to the distribution. The
subsection provides examples of common reasons when this does not
occur. One of these is where an exchange declares a late or irregular
ex-date for an equity issue. The Distributions Guide describes that for
equity issues, there are times when the listed exchange would declare
an ex-date that is not one business day prior to the record date (e.g.,
an ex-date that equals payable date plus one day). The Distributions
Guide also states that at such times, a buyer is entitled to the
distribution when the registered holder of an equity issue sells the
security prior to the ex-date.
The proposed rule change would amend text in the ``Reasons for
Interim Accounting'' section to revise the description of the timing
relating to an exchange's declaration of a late or irregular ex-date
for an equity issue. In this regard, the text would be revised to
describe that there are times for equity issues when the listed
exchange would declare an ex-date that is not ``equal to'' the record
date, rather than declaring an ex-date that is ``one business day prior
to'' the record date, as described above.
``Without DTC's Interim Accounting'' Subsection
The subsection titled ``Without DTC's Interim Accounting'' would be
revised to correct a typographical error by removing an errant comma.
``Interim Accounting Usage'' Subsection
Activation of DTC's Interim Accounting process depends on the type
of distribution. The ``Interim Accounting Usage'' subsection within the
Distributions Guide provides a table that describes the conditions
under which interim accounting occurs for types of distributions. The
proposed rule change would revise this table to adjust timeframes
relating to activation of Interim Accounting for certain types of
distributions to account for the shortening of the settlement cycle:
BILLING CODE 8011-01-P
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[GRAPHIC] [TIFF OMITTED] TN28MR24.026
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[GRAPHIC] [TIFF OMITTED] TN28MR24.027
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BILLING CODE 2011-01-C
``Interim Accounting for an Ex-Date Change Due to Unscheduled Closing
of a Stock Exchange'' Subsection
Occasionally, there is an unscheduled closing of one or more stock
exchanges (e.g., a National Day of Mourning, an event causing
significant market disruption or regional impact, etc.). During an
unscheduled closing, a listed exchange would typically move ex-dates
that were scheduled for that date to the next business day that the
exchange is open, which is usually the record date. Such a move is
necessary because ex-dates must occur on a business day that the listed
exchange is open.\22\
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\22\ See, e.g., FINRA Rule 11140--Transactions in Securities
``Ex-Dividend,'' ``Ex-Rights'' or ``Ex-Warrants'' available at
<a href="http://www.finra.org/rules-guidance/rulebooks/finra-rules/11140">www.finra.org/rules-guidance/rulebooks/finra-rules/11140</a>.
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When there is an unscheduled closing of a stock exchange and an ex-
date is moved, DTC does not apply the interim accounting process
described above.\23\ This is because it is DTC's general understanding
that when there is an unscheduled closure, the intent is for the last
day of trading with a due bill to be the business day prior to the
unscheduled closure because there should not be any executed trades in
the security on the day of closure.\24\
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\23\ See Securities Exchange Act Release No. 90747 (Dec. 21,
2020), 85 FR 85249 (Dec. 29, 2020) (SR-DTC-2020-019).
\24\ Id.
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Pursuant to the proposed rule change, DTC would modify the text of
the section of the Distributions Guide that describes DTC's process in
this regard to reflect the effect of the shortened period on interim
accounting (i.e., that it is not applied) between trade date and
settlement date by modifying an example included within the text. The
text change would revise references to certain dates, including sample
calendar dates for a hypothetical ex-date and unscheduled closure date,
as well as text describing how the ex-date falls in relation to a
hypothetical record date depending on standard practice under the
timing set forth in the example, as well as in the event an exchange
changes the ex-date due to an unscheduled closure.
``Allocations'' Subsection
DTC would adjust descriptions relating to stock distributions in
the section of the Distributions Guide titled Allocations relating to
the date on which certain stock distributions, the timing for which are
tied to the settlement cycle, are allocated. Specifically, the table
would be revised for affected distribution types, as follows to account
for the shortening of the settlement cycle:
[[Page 21562]]
[GRAPHIC] [TIFF OMITTED] TN28MR24.028
Settlement Guide Changes
Moving settlement to the end of trade date would compress certain
activities and processes required to achieve settlement on T+1. In the
current T+2 settlement environment, DTC processes certain transactions
for settlement during the day on settlement date and other transactions
the night before settlement date (``S-1'') during the so called ``night
cycle,'' which begins at 8:30 p.m. on S-1.
Processing transactions during the night cycle allows for earlier
settlement of certain transactions that are included in the night
cycle, thereby reducing counterparty risk and, with respect to
transactions that are cleared through NSCC, enables such transactions
to be removed from members' marginable portfolios, which in turn
reduces such members' NSCC margin requirements. DTC uses a process
called the ``Night Batch Process'' to control the order of processing
of transactions in the night cycle. During the Night Batch Process, DTC
evaluates each participant's available positions, transaction priority
and risk management controls, and identifies the transaction processing
order that optimizes the number of transactions processed for
settlement. The Night Batch Process allows DTC to run multiple
processing scenarios until it identifies an optimal processing
scenario.
At approximately 8:30 p.m. on S-1, DTC subjects all transactions
eligible for processing to the Night Batch Process, which is run in an
``offline'' batch that is not visible to Participants, allowing DTC to
run multiple processing scenarios until the optimal processing scenario
is identified. The results of the Night Batch Process are incorporated
back into DTC's core processing environment on a transaction-by-
transaction basis. Changing from settling on a standard T+2 to a T+1
basis would require DTC and Participants to initiate and complete
certain settlement-related processes sooner relative to the time a
trade is executed. This would require changes to certain timeframes for
settlement activities that occur on S-1.
In this regard, DTC would modify provisions of the Settlement Guide
relating to certain settlement processing timeframes to accommodate the
move to T+1.
First, cutoffs in the settlement processing schedule relating to
authorization and exemption (``ANE'') of institutional transactions
would be changed from 6:30 p.m. to 10:45 p.m. The order of where this
item appears in the list of settlement processing timeframes would also
be adjusted to reflect that it would occur later in the settlement
processing schedule than certain items for which timeframes are not
changing. This change
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accommodates a change to the institutional processing affirmation
cutoff by the matching utility, DTCC ITP Matching (US) LLC
(``ITP''),\25\ to 9 p.m. on T from 11:30 a.m. on T+1. This change would
allow time for affirmed trades processed by ITP to be input into DTC
for timely settlement processing upon the transition to T+1. A second
stated time for the cutoff for ANE for 7:30 p.m. on S-1 would be
removed as it relates to certain operational transaction input
processes that are no longer used.
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\25\ DTC also processes book-entry transfers for institutional
trades of its Participants, affirmed and matched by an applicable
settlement matching service, including its affiliate, ITP.
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The start of the night cycle would be moved to a later time to
accommodate the above-mentioned adjustment relating to night cycle
processing. This adjustment would allow additional time for input of
transactions into DTC's night cycle. As mentioned above, the Night
Batch Process starts at approximately 8:30 p.m. ET on the business day
prior to settlement date. Pursuant to the proposed rule change, the
start of the Night Batch Process would be moved to 11:30 p.m. on S-1.
Considering the proposed time for the start of the Night Batch
Process, the final cutoff for submission of Deliveries to the Night
Cycle, or Night Deliver Orders would be moved from 8 p.m. to 11 p.m. on
S-1.
Second, the section of the Settlement Guide relating to the ID Net
Service, which is designed to facilitate more streamlined processing of
certain transactions between brokers and custodians, would be modified
to change the time a matching utility (such as ITP) must submit
affirmed transactions for them to be ID Net eligible. Like the change
relating to the processing of ANE described above, this change
accommodates a change to the affirmation cutoff by ITP described above.
Currently, the Settlement Guide requires such affirmed transactions to
be submitted to DTC no later than 11:30 a.m. on S-1. The proposed rule
change would modify this deadline to become 9 p.m. on S-1.
Finally, the section of the Settlement Guide relating to the Night
Batch Process would be revised to reflect the above-described change on
the timing of the start of the Night Batch Process, which would be
modified from the current time of 8 p.m. on S-1 to 11:30 p.m. on S-1.
Implementation Date
The proposed rule changes to the Guides would take effect on May
28, 2024.
2. Statutory Basis
Section 17A(b)(3)(F) of the Act \26\ requires that the rules of the
clearing agency be designed, inter alia, to promote the prompt and
accurate clearance and settlement of securities transactions. DTC
believes that the proposed rule change is consistent with this
provision because it would allow settlement transactions and
distributions to continue to be processed when the U.S. market standard
settlement cycle is shortened. Thus, by allowing processing of
transactions in settlement and the Distributions Service in accordance
with standard U.S. settlement timeframes (including when the standard
settlement cycle is shortened), the proposed rule changes would promote
the prompt and accurate clearance and settlement of securities
transactions.
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\26\ 15 U.S.C. 78q-1(b)(3)(F).
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(B) Clearing Agency's Statement on Burden on Competition
DTC does not believe that the proposed rule change would have any
impact on competition because the proposed rule change consists of
conforming and technical changes to the texts of the Guides that would
correspond with the industry's transition to a T+1 settlement cycle.
(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="http://www.sec.gov/regulatory-actions/how-to-submit-comments">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#15616774717c7b72747b717874677e706166556670763b727a63"><span class="__cf_email__" data-cfemail="e5919784818c8b82848b818884978e809196a5968086cb828a93">[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) \27\ of the Act and paragraph (f) \28\ 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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\27\ 15 U.S.C. 78s(b)(3)(A).
\28\ 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#5725223b327a34383a3a323923241724323479303821"><span class="__cf_email__" data-cfemail="087a7d646d256b6765656d667c7b487b6d6b266f677e">[email protected]</span></a>. Please include
file number SR-DTC-2024-002 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-2024-002. 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
[[Page 21564]]
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549 on official business days between the hours of 10
a.m. and 3 p.m. 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">dtcc.com/legal/sec-rule-filings</a>). Do not include personal
identifiable information in submissions; you should submit only
information that you wish to make available publicly. We may redact in
part or withhold entirely from publication submitted material that is
obscene or subject to copyright protection. All submissions should
refer to File Number SR-DTC-2024-002 and should be submitted on or
before April 18, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-06576 Filed 3-27-24; 8:45 am]
BILLING CODE 8011-01-P
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