Notice2026-00115
Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Guide to the DTC Fee Schedule and Operational Arrangements Relating to Rapid Issuance
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 8, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 5 (Thursday, January 8, 2026)</title>
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[Federal Register Volume 91, Number 5 (Thursday, January 8, 2026)]
[Notices]
[Pages 751-754]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-00115]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104537; File No. SR-DTC-2025-020]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend the Guide to the DTC Fee Schedule and Operational Arrangements
Relating to Rapid Issuance
January 5, 2026.
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 23, 2025, The Depository Trust Company (``DTC'') filed with
the Securities and Exchange Commission (``Commission'') the proposed
rule change \3\ 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 \4\ and Rule 19b-
4(f)(6) thereunder.\5\ 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\ Capitalized terms not defined herein are defined in the
Rules, By-Laws and Organization Certificate of DTC (``DTC Rules''),
the DTC Operational Arrangements (Necessary for Securities to Become
and Remain Eligible for DTC Services) (``OA'') each available at
<a href="http://www.dtcc.com/legal/rules-and-procedures">www.dtcc.com/legal/rules-and-procedures</a>.
\4\ 15 U.S.C. 78s(b)(3)(A).
\5\ 17 CFR 240.19b-4(f)(6).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The purpose of the proposed rule change is to (i) amend the Guide
to the DTC Fee Schedule (``Fee Guide'') \6\ to add a fee for the new
Rapid Issuance process \7\ and expand the application of two existing
fees (i.e., the Eligibility Fee and Later Surcharge, as defined below)
to cover Rapid Issuance; (ii) amend the OA to not require securities
issued through UWC be confirmed by the Agent in the Asset Services
Central portal but, instead, by email; and (iii) set a new
implementation date for Rapid Issuance.
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\6\ <a href="http://www.dtcc.com/-/media/Files/Downloads/legal/fee-guides/DTC-Fee-Schedule.pdf">www.dtcc.com/-/media/Files/Downloads/legal/fee-guides/DTC-Fee-Schedule.pdf</a>.
\7\ Securities Exchange Act Release No. 104095 (Sept. 26, 2025),
90 FR 47068 (Sept. 30, 2025) (SR-DTC-2025-015) (``Rapid Issuance
Proposal'').
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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 purpose of the proposed rule change is to (i) amend the Guide
to the Fee Guide to add a fee for the new Rapid Issuance process and
expand the application of two existing fees (i.e., the Eligibility Fee
and Later Surcharge, as defined below) to cover Rapid Issuance; (ii)
amend the OA to not require securities issued through UWC be confirmed
by the Agent in the Asset Services Central portal but, instead, by
email; and (iii) set a new implementation date for Rapid Issuance.
Background
Rapid Issuance, a newly established issuance process at DTC,\8\ is
designed to simplify and streamline the process by which structured
notes are made eligible at and issued through DTC. The process applies
to structured note offerings that share a single base prospectus \9\
but require on-demand creation of new issuances, similar to that used
for Money Market Instruments (``MMI'') today. More specifically,
eligibility may be requested for a block of 979 structured note CUSIPs
\10\ under
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the same base prospectus, which facilitates a more ``rapid issuance''
of CUSIPs through DTC than if each CUSIP were made eligible
individually.
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\8\ Id.
\9\ A base prospectus is a legal document that provides detailed
information about a securities offering, including the terms,
issuer, and risks involved. It serves as a foundational document for
multiple securities issuances over time allowing issuers to offer
new securities without having to file a new prospectus for each
issuance.
\10\ A CUSIP number is the identification number created by the
American Banking Association's Committee on Uniform Security
Identification Procedures (``CUSIP'') to uniquely identify issuers
and issues of securities and financial instruments. Committee on
Uniform Securities Identification Procedures, available at
<a href="http://www.aba.com/about-us/our-story/cusip-securities-identification">www.aba.com/about-us/our-story/cusip-securities-identification</a>. See
Underwriting Guide, at 6 and 9, available at <a href="http://www.dtcc.com/legal/rules-and-procedures">www.dtcc.com/legal/rules-and-procedures</a>.
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Participation in Rapid Issuance is voluntary, and issuers retain
access to existing paths for structured note eligibility, such as the
UW SOURCE system and the MMI system.
Proposed Changes
With this proposed rule change, DTC is establishing a fee of $180
per CUSIP issued through Rapid Issuance (``Rapid Issuance Fee''). The
fee will apply to a CUSIP when the applicable security is issued,
separate from when the applicable CUSIPs are made eligible at DTC.
DTC also proposes to extend two existing eligibility-related fees,
previously only applicable to onboarding MMI CUSIPs, to Rapid Issuance.
First, a $250 eligibility fee (``Eligibility Fee'')--currently charged
when a block of MMI CUSIPs under a single base prospectus becomes
eligible--will now apply when a block of CUSIPs is made eligible
(separate from when issued) for Rapid Issuance. Second, a $300 late
surcharge (``Late Surcharge'')--currently assessed when an MMI
eligibility request is submitted on the same day as an issuance--will
now apply to Rapid Issuance eligibility requests when a Rapid Issuance
eligibility request is submitted the same day as an issuance.
When determining these fees and their structure, DTC accounted for
several key considerations. First, DTC followed its pricing policy,
which sets fees based on actual costs, with a modest margin added to
cover development and ongoing operational expenses. By following this
policy, the fees for Rapid Issuance help ensure a reasonable return on
investment for DTC's development efforts and maintain the process over
time. Second, DTC chose a per-issuance model for the Rapid Issuance Fee
to help ensure costs are fairly distributed among users according to
their usage of the process, while the Eligibility Fee and Late
Surcharge apply equally to every group of CUSIPs made eligible. Third,
the Eligibility Fee and Late Surcharge will be applied in the same way
and in the same amount to Rapid Issuance as they currently are for MMI
because the respective processes are very similar.
Changes to the Fee Guide
In connection with the above, DTC will make several changes to the
Fee Guide. First, to effectuate the Rapid Issuance Fee, the
Underwriting section of the Fee Guide will be updated to include the
Rapid Issuance Fee of $180, per issuance per CUSIP. This fee will be
listed under a new heading titled ``Rapid Issuance.''
Second, to apply the Eligibility Fee and Late Surcharge to Rapid
Issuance, those fees will be modified in the Fee Guide to remove
references to them applying only to MMI. Specifically, references to
MMI will be deleted from the fee names themselves (i.e., the
Eligibility Fee will be renamed from ``Submission of MMI for
eligibility'' to ``Submission for eligibility,'' and the Late Surcharge
Fee will be renamed from ``Late filing of MMI (surcharge)'' to ``Late
filing (surcharge)''). Additionally, the heading to the fees, as it
appears in the Underwriting section of the Fee Guide, will be updated
from ``Money Market Instruments'' to ``Money Market Instruments and
Rapid Issuance.''
Third, text in the Fee Guide describing conditions that apply to
the Late Surcharge will be updated to better reflect both current
practice and the fee's expanded application to Rapid Issuance.
Specifically, the description will be updated from ``Per program,
applies when the eligibility form was received the same day as the
first issuance of the MMI'' \11\ to ``Per program; applies when the
eligibility request is received on the same day as the issue's
effective date, and DTC eligibility is approved on that effective
date.'' This updated language does two things: one, updating ``form''
to ``request'' better represents DTC's systemic eligibility process,
and, two, updating ``first issuance of the MMI'' to ``is received on
the same day as the issue's effective date'' removes the exclusive
reference to MMI and clarifies that DTC tracks the effective date of an
issue rather than monitoring the initial issuance date of the program
for purposes of applying the fee. Additionally, specifying ``and DTC
eligibility was approved on that effective date'' ensures that the Late
Surcharge will not apply if eligibility is not granted by DTC on the
effective date.
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\11\ In this context, ``program'' means securities made eligible
as part of the same base prospectus.
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Changes to the OA
In the Rapid Issuance Proposal,\12\ a requirement was added as part
of the proposal that securities issued through UWC had to be confirmed
by the Agent in the Asset Services Central portal. However, due to
internal business and resourcing decisions, development and launch of
the Asset Services Central portal has been delayed. As such, the
requirement that securities issued through UWC be confirmed by the
Agent in the Asset Services Central portal is now being removed.
Instead, such confirmations will need to be supplied by the Agent to
DTC's Underwriting Department by email, as is the case today for
securities issued via UW SOURCE.
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\12\ Rapid Issuance Proposal, supra note 7.
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Implementation Timeframe
In the Rapid Issuance Proposal,\13\ the implementation date for
Rapid Issuance had been set for November 3, 2025. However, due to the
government shutdown, DTC was unable to file and implement the
associated fee changes described in this proposal prior to November 3,
2025. As such, DTC suspended the implementation of Rapid Issuance,
pursuant to Rule 18 (Extension, Waiver or Suspension of Rules and
Procedures) of the DTC Rules,\14\ until this filing could be made and a
new implementation date set. Therefore, pursuant to this filing, all of
the above changes now will be implemented by March 31, 2026, with the
specific implementation date being announced by Important Notice no
less than 30 days prior to the implementation date. Accordingly, the
associated ``implementation legends'' to the DTC Rules that will be
changed under the Rapid Issuance Proposal will be updated to state the
new implementation timing.
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\13\ Id.
\14\ DTC Rules, supra note 3.
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2. Statutory Basis
Fee Changes
Section 17A(b)(3)(D) of the Act requires that DTC's Rules provide
for the equitable allocation of reasonable dues, fees, and other
charges among its Participants.\15\ DTC believes that the Rapid
Issuance Fee, and the expansion of the Eligibility Fee and Late
Surcharge to Rapid Issuance, are consistent with this provision of the
Act.
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\15\ 15 U.S.C. 78q-1(b)(3)(D).
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As described above, DTC is establishing a Rapid Issuance Fee of
$180 per CUSIP issued, as well as applying the existing Eligibility Fee
and Later Surcharge to Rapid Issuance eligibility. DTC believes these
proposed changes are an equitable allocation of the fees because each
Participant that effects an issuance under Rapid Issuance will be
charged the same Rapid
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Issuance Fee per CUSIP, while eligibility under Rapid Issuance will be
subject to the same Eligibility Fee and Later Surcharge as the
existing, parallel MMI eligibility process.
DTC also believes these fees are reasonable because, as described
above, they are (i) consistent with DTC's pricing policy; (ii)
structured so that parties issuing CUSIPs or making CUSIPs eligible pay
the same amount per issuance or eligibility request, respectively; and
(iii) structured to align with actual usage of the service.
Therefore, by establishing fees that align with the cost of the
service and charging those fees only to the Participants that use the
service, based on their usage, DTC believes the proposed rule change
would provide for the equitable allocation of reasonable dues, fees and
other charges among its Participants consistent with the requirements
of Section 17A(b)(3)(D) of the Act.\16\
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\16\ Id.
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Portal Usage and Implementation Changes
Section 17A(b)(3)(F) of the Act requires, in part, that DTC's Rules
be designed to promote the prompt and accurate clearance and settlement
of securities transactions.\17\ DTC believes the proposed change in
usage of the Asset Services Central portal and the new implementation
date are consistent with that requirement.
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\17\ 15 U.S.C. 78q-1(b)(3)(F).
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As described above, DTC will amend the OA to not require securities
issued through UWC to be confirmed by the Agent in the Asset Services
Central portal but, instead, by email, since the portal will not be
active. Additionally, DTC is setting a new implementation date for
Rapid Issuance to be in the first quarter of 2026, to be announced by
Important Notice no later than 30 days prior to implementation. By
updating the OA to no longer require usage of the Asset Services
Central portal but instead require confirmations by email, as are done
today for UW SOURCE issuances, and by setting a new implementation date
that provides sufficient advance notice, Participants and issuers will
be well informed on how and when to use Rapid Issuance, which will help
promote the prompt and accurate clearance and settlement of their
issuances through DTC, consistent with Section 17A(b)(3)(F) of the
Act.\18\
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\18\ Id.
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(B) Clearing Agency's Statement on Burden on Competition
DTC does not believe that the proposed changes to (i) establish the
Rapid Issuance Fee and expand the application of the existing
Eligibility Fee and Late Surcharge, (ii) remove the requirement to use
the Asset Services Central portal, or (iii) set a new implementation
date will have any impact on competition.
As described above, DTC believes that the proposed fees are
equitable and reasonable. As such, DTC does not expect that the fees
will cause any competitive advantages or disadvantages among
Participants. Moreover, Rapid Issuance is a voluntary service. If
Participants prefer to issue their structured notes through DTC's other
methods, they can do so. Regarding the Assets Services Central portal,
since the portal was never live, there should be no impact on
Participants or issuers, who would simply confirm issuances via email,
like is already done for UW SOURCE issuances. Similarly, since Rapid
Issuance was never implemented, there should be no competitive
advantage or disadvantage with the later implementation date.
(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 will be
publicly filed 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="http://www.sec.gov/rules-regulations/how-submit-comment">www.sec.gov/rules-regulations/how-submit-comment</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#0f7b7d6e6b6661686e616b626e7d646a7b7c4f7c6a6c21686079"><span class="__cf_email__" data-cfemail="2054524144494e47414e444d41524b455453605345430e474f56">[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
Because the foregoing proposed rule change does not:
(i) significantly affect the protection of investors or the public
interest;
(ii) impose any significant burden on competition; and
(iii) become operative for 30 days from the date on which it was
filed, or such shorter time as the Commission may designate, it has
become effective pursuant to Section 19(b)(3)(A) \19\ of the Act and
Rule 19b-4(f)(6) \20\ thereunder.
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\19\ 15 U.S.C. 78s(b)(3)(A).
\20\ 17 CFR 240.19b-4(f)(6).
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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.
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-regulations/self-regulatory-organization-rulemaking">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>);
or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#2b595e474e06484446464e455f586b584e48054c445d"><span class="__cf_email__" data-cfemail="6614130a034b05090b0b030812152615030548010910">[email protected]</span></a>. Please include
File Number SR-DTC-2025-020 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-2025-020. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking">https://www.sec.gov/rules-regulations/self-regulatory-organization-rulemaking</a>). Copies of the
filing will be available for inspection and copying at the principal
office of DTC and on DTCC's website (<a href="http://www.dtcc.com/legal/sec-rule-filings">www.dtcc.com/legal/sec-rule-filings</a>). Do not include personal identifiable information in
submissions; you should submit only information that you wish
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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-2025-020 and should be submitted on or before January 29, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
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\21\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2026-00115 Filed 1-7-26; 8:45 am]
BILLING CODE 8011-01-P
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