Self-Regulatory Organizations; The Depository Trust Company (“DTC”); Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Implement a Fee Associated With the Expansion of DTC's Ability To Collect and Pass Through Fees Owed by Participants to American Depositary Receipt Agents, 40250-40252 [2013-15897]

Download as PDF 40250 Federal Register / Vol. 78, No. 128 / Wednesday, July 3, 2013 / Notices emcdonald on DSK67QTVN1PROD with NOTICES protection of investors or the public interest; (ii) does not impose any significant burden on competition; and (iii) does not become operative prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest. A proposed rule change filed under Rule 19b–4(f)(6) 11 normally does not become operative prior to 30 days from the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),12 the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested the Commission to waive the 30-day operative delay, as well as the 5-day pre-filing requirement, so that the proposed rule change may become effective and operative upon filing. The Commission believes that waiving the 30-day operative delay and the 5-day pre-filing requirement is consistent with the protection of investors and the public interest. The Exchange, as a trading center, is required under Regulation SHO to establish, maintain and enforce written policies and procedures reasonably designed to prevent the execution of sell short orders of covered securities subject to the short sale price test restriction at or below the current national best bid. Because the rule amendment is designed to address this requirement under Rule 201, the Commission agrees to waive the operative delay and prefiling requirement. Accordingly, the Commission grants the Exchange’s request and designates the proposal effective upon filing.13 At any time within 60 days of the filing of such 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 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: 11 Id. 12 17 CFR 240.19b–4(f)(6)(iii). 13 For purposes of only waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition and capital formation. See 15 U.S.C. 78c(f). VerDate Mar<15>2010 17:48 Jul 02, 2013 Jkt 229001 Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR–NSX–2013–13 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File No. SR–NSX–2013–13. This file number should be included in the subject line if email is used. To help the Commission process and review comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site 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 a.m. and 3 p.m. eastern time. Copies of such filings will also be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to file number SR–NSX– 2013–13 and should be submitted on or before July 24, 2013. For the Commission by the Division of Trading and Markets, pursuant to the delegated authority.14 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–15932 Filed 7–2–13; 8:45 am] BILLING CODE 8011–01–P PO 00000 14 17 CFR 200.30–3(a)(12). Frm 00162 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–69864; File No. SR–DTC– 2013–08] Self-Regulatory Organizations; The Depository Trust Company (‘‘DTC’’); Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Implement a Fee Associated With the Expansion of DTC’s Ability To Collect and Pass Through Fees Owed by Participants to American Depositary Receipt Agents June 26, 2013. 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 June 13, 2013, DTC filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change described in Items I, II and III below, which Items have been prepared primarily by DTC. DTC filed the rule change pursuant to Section 19(b)(3)(A) 3 of the Act and Rule 19b–4(f)(2) 4 thereunder, so that the proposal was effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the rule change from interested parties. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The purposed of the proposed rule change is to implement a fee associated with the expansion of DTC’s ability to collect and pass through fees owed by DTC participants (‘‘Participants’’) to American Depositary Receipt Agents. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements.5 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b–4(f)(2). 5 The Commission has modified the text of the summaries prepared by DTC. 2 17 E:\FR\FM\03JYN1.SGM 03JYN1 Federal Register / Vol. 78, No. 128 / Wednesday, July 3, 2013 / Notices emcdonald on DSK67QTVN1PROD with NOTICES (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change (a) Proposal Overview On June 12, 2006, the Commission approved a rule filing for the establishment of a mechanism by which DTC could collect and pass through Depositary Service Fees (‘‘DSFs’’) owed by Participants to American Depositary Receipt (‘‘ADR’’) agents for issues that did not pay periodic dividends.6 In 2009, DTC expanded the scope and timing by which DTC could collect and pass through fees owed by Participants to ADR agents so that DTC now collects all allowable DSFs, dividend fees, passthrough expenses and other special fees governed by the ADR agreement.7 DTC collects such fees at the request of the depositary bank. In order to cover the costs incurred in collecting and passing through these fees, DTC retains a collection charge equal to three percent (3%) of the ADR agent fee amount collected from each Participant up to a maximum of $20,000 per CUSIP.8 Based on the experience to date, and with increased challenges due to the rapid growth of unsponsored ADRs, the depositary banks and DTC have held discussions on expanding and refining the current DSF collection process in order to include unsponsored ADR programs. Unsponsored ADR programs differ from sponsored ADR programs in two primary ways. First, multiple depositary banks can file a registration statement in respect of the same foreign private issuer, and, second, there is no contractual relationship between the foreign private issuer and the ADR depositary that establishes an unsponsored ADR program. In the case of an unsponsored ADR program, the terms and conditions are between the depositary bank and the investor and are contained in the form of an ADR receipt, which is filed as an exhibit to a Depositary’s Form F–6 registration statement. In order to streamline the process associated with collecting DSFs on unsponsored ADRs, DTC has agreed to collect and pass through the fees from Participants to ADR agents. In order to make this possible, the ADR depositary banks have agreed that the depositary bank that first files an F–6 registration statement for a particular unsponsored 6 Release No. 34–53970 (June 12, 2006) 71 FR 34974 (June 16, 2006) (SR–DTC–2006–08). 7 Release No. 34–59821 (April 24, 2009) 74 FR 20513 (May 4, 2009) (SR–DTC–2009–05). 8 See Release No. 34–59821 (March 23, 2009) 74 FR 13490 (March 27, 2009) (SR–DTC–2009–05) which modified the fees from the original filing. VerDate Mar<15>2010 17:48 Jul 02, 2013 Jkt 229001 ADR program (‘‘First Filer’’) will establish the record date and rate at which the DSF will be assessed on all Participants holding depositary receipts.9 DTC will require the ADR depositary banks to notify DTC thirty calendar days prior to the ‘‘record date’’ that a DSF is due and payable. In addition, DTC will require the First Filer to submit an attestation that (i) under the terms and conditions of the ADR receipt with the investor, the specific fee is allowable and that (ii) all depositaries have been contacted and have confirmed they are likewise entitled to charge the shareholder the same depositary servicing fee in accordance with the respective terms and conditions applicable to the ADRs issued by them for this unsponsored program.10 The attestation will be in a form prescribed by DTC, and may be changed periodically to address operational issues. In the event that a Participant asks DTC to substantiate the fee, DTC may require the ADR depositary to provide DTC with a copy of its fee schedule. DTC may, at its discretion, provide copies of the fee schedule to its Participants to substantiate the fee. DTC states that it has discussed this proposal with the Securities Industry and Financial Markets Association (‘‘SIFMA’’) Securities Operation Division (‘‘SOD’’). DTC states that SIFMA’s SOD endorses DTC’s plan to collect such fees through its monthly billing process. According to DTC, this process will eliminate invoice and check processing for Participants and the depositary banks and ADR depositaries will no longer have to mail invoices and reminders to Participants holding ADR securities at DTC. Furthermore, according to DTC, Participants will have a transparent view into upcoming ADR fees, and a centralized source for information about the ADR fee and the collection of the fees. DTC expects to begin collecting ADR agent fees as expanded by this proposed rule change filing on August 1, 2013. DTC will charge a service fee associated with this expansion, the details of which are contained in 9 This process mirrors the process established for the payment of dividends on unsponsored depositary receipts whereby the First Filer establishes a uniform dividend distribution rate paid by each depositary with an outstanding issued ADR position at DTC. 10 In their ADR terms and conditions applicable to investors some depositaries have decided, for some issues, not to have depositary servicing fees. Since shares held at Cede & Co, DTC’s nominee name, are held in fungible mass, DTC will not collect a DSF fee for an issue if one or more of the ADR depositary banks do not charge a fee or charge different fees. PO 00000 Frm 00163 Fmt 4703 Sfmt 4703 40251 Exhibit 5 to this proposed rule change filing. (b) Statutory Basis DTC states the proposed rule change is consistent with the provisions of the Act, and the rules and regulations thereunder applicable to DTC and in particular Section 17A(b)(3)(D) 11 because it implements a fee associated with the collection of unsponsored ADRs and as such it clarifies and updates DTC’s Fee Schedule in order to facilitate a more efficient fee collection process for unsponsored ADRs and provides for an equitable allocation of fees. (B) Self-Regulatory Organization’s Statement on Burden on Competition DTC does not believe that the proposed rule change will have any impact or impose any burden on competition. (C) Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments relating to the proposed rule change have not been solicited or received. DTC will notify the Commission of any written comments received by DTC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective upon filing pursuant to Section 19(b)(3)(A) 12 of the Act and Rule 19b–4(f)(2).13 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 • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or 11 15 U.S.C. 78q–1(b)(3)(D). U.S.C. 78s(b)(3)(A). 13 17 CFR 240.19b–4(f)(2). 12 15 E:\FR\FM\03JYN1.SGM 03JYN1 40252 Federal Register / Vol. 78, No. 128 / Wednesday, July 3, 2013 / Notices • Send an email to rulecomments@sec.gov. Please include File Number SR–DTC–2013–08 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. emcdonald on DSK67QTVN1PROD with NOTICES All submissions should refer to File Number SR–DTC–2013–08. 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 Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site 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 such filings also will be available for inspection and copying at the principal office of DTC and on DTC’s Web site at http://www.dtcc.com/downloads/legal/ rule_filings/2013/dtc/ SR_DTC_2013_08.pdf. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–DTC– 2013–08 and should be submitted on or before July 24, 2013. For the Commission by the Division of Trading and Markets, pursuant to delegated authority.14 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–15897 Filed 7–2–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–69869; File No. SR–NYSE– 2013–32] Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving a Proposed Rule Change Proposing an Amendment to the Bylaws of Its Wholly-Owned Subsidiary, NYSE Regulation, Inc. (‘‘NYSE Regulation’’), To Eliminate a Requirement That Not Less Than Two Members of the Board of Directors of NYSE Regulation Must Qualify as ‘‘Fair Representation Candidates’’ June 27, 2013. I. Introduction On May 8, 2013, the New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to amend the bylaws of its wholly-owned subsidiary NYSE Regulation, Inc. (‘‘NYSE Regulation’’) to eliminate a requirement that not less than two members of the board of directors of NYSE Regulation (‘‘NYSE Regulation Board’’ or ‘‘Board’’) must qualify as ‘‘fair representation candidates’’ (as that term is defined in those bylaws). A requirement that such directors constitute a minimum of 20% of the NYSE Regulation Board would remain in place. The proposed rule change was published for comment in the Federal Register on May 22, 2013.3 The Commission received no comments on the proposed rule change. II. Description of the Proposal The Exchange proposes to amend the Fourth Amended and Restated Bylaws of NYSE Regulation (‘‘NYSE Regulation Bylaws’’) to eliminate the requirement that not less than two members of the NYSE Regulation Board must be ‘‘fair representation candidates’’ (as defined in the NYSE Regulation Bylaws). However, the current requirement that such directors constitute a minimum of 20% of the Board would continue to apply. Furthermore, under the proposal, if the number that is equal to 20% of the entire Board is not a whole number, such number would be rounded up to the next whole number, and a provision 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 69590 (May 16, 2013), 78 FR 30378 (‘‘Notice’’). 2 17 14 17 CFR 200.30–3(a)(12). VerDate Mar<15>2010 17:48 Jul 02, 2013 Jkt 229001 PO 00000 Frm 00164 Fmt 4703 Sfmt 4703 so stating would be added to the NYSE Regulation Bylaws. As defined in the NYSE Regulation Bylaws, the fair representation candidates are Board members who are determined by member organizations of the Exchange through a specified petition process (‘‘Petition Candidates’’) or, in the absence of a sufficient number of Petition Candidates, candidates would be recommended by the Director Candidate Recommendation Committee (‘‘DCRC’’) of NYSE Regulation. In addition, fair representation candidates for the NYSE Regulation Board must qualify as ‘‘non-affiliated directors’’ (as such term is defined in the NYSE Regulation Bylaws), i.e., such persons must be U.S. Persons who are not members of the board of directors of NYSE Euronext and qualify as independent under the director independence policy of NYSE Regulation.4 Finally, like all members of the NYSE Regulation Board except for the Chief Executive Officer, the fair representation candidates must qualify as independent under the director independence policy of NYSE Regulation.5 The Exchange stated that it is not proposing to change the NYSE Regulation independence requirements.6 The NYSE Regulation Bylaws provide that the Board shall consist of not less than three persons and that the number of directors shall be fixed from time to time by the Exchange, as sole equity member of NYSE Regulation. The size of the NYSE Regulation Board is currently fixed at five members, of which four positions are currently filled and one position is open.7 The Exchange represented that both the Exchange and NYSE Regulation believe that a board 4 See Securities Act Release No. 67564 (August 1, 2012), 77 FR 47161 (August 7, 2012) (SR–NYSE– 2012–17) (approving a new director independence policy for NYSE, NYSE Regulation, NYSE Market, Inc., and NYSE MKT LLC). 5 The NYSE Regulation Bylaws require that a majority of the NYSE Regulation Board must consist of non-affiliated directors. The remaining directors are comprised of the Chief Executive Officer of NYSE Regulation and members of the board of directors of NYSE Euronext that qualify as independent under the NYSE Euronext independence policy. The NYSE Regulation Bylaws do not require any affiliated directors other than the Chief Executive Officer of NYSE Regulation. 6 See Notice, 78 FR at 30379. 7 The Exchange noted that the number of directors on the NYSE Regulation Board was reduced from ten to five in early 2013 in connection with the Financial Industry Regulatory Authority’s (‘‘FINRA’’) completion of specified milestones in the regulatory services agreement by and among FINRA, NYSE Group, Inc., NYSE, NYSE Regulation, NYSE Arca, Inc., and NYSE MKT LLC pursuant to which FINRA assumed responsibility for performing the market surveillance and enforcement functions previously conducted by NYSE Regulation. See Notice, 78 FR at 30379 n.6. E:\FR\FM\03JYN1.SGM 03JYN1

Agencies

[Federal Register Volume 78, Number 128 (Wednesday, July 3, 2013)]
[Notices]
[Pages 40250-40252]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-15897]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69864; File No. SR-DTC-2013-08]


Self-Regulatory Organizations; The Depository Trust Company 
(``DTC''); Notice of Filing and Immediate Effectiveness of Proposed 
Rule Change To Implement a Fee Associated With the Expansion of DTC's 
Ability To Collect and Pass Through Fees Owed by Participants to 
American Depositary Receipt Agents

 June 26, 2013.
    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 June 13, 2013, DTC filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change described in Items I, II and 
III below, which Items have been prepared primarily by DTC. DTC filed 
the rule change pursuant to Section 19(b)(3)(A) \3\ of the Act and Rule 
19b-4(f)(2) \4\ thereunder, so that the proposal was effective upon 
filing with the Commission. The Commission is publishing this notice to 
solicit comments on the rule change from interested parties.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The purposed of the proposed rule change is to implement a fee 
associated with the expansion of DTC's ability to collect and pass 
through fees owed by DTC participants (``Participants'') to American 
Depositary Receipt Agents.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of these 
statements.\5\
---------------------------------------------------------------------------

    \5\ The Commission has modified the text of the summaries 
prepared by DTC.

---------------------------------------------------------------------------

[[Page 40251]]

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

(a) Proposal Overview
    On June 12, 2006, the Commission approved a rule filing for the 
establishment of a mechanism by which DTC could collect and pass 
through Depositary Service Fees (``DSFs'') owed by Participants to 
American Depositary Receipt (``ADR'') agents for issues that did not 
pay periodic dividends.\6\ In 2009, DTC expanded the scope and timing 
by which DTC could collect and pass through fees owed by Participants 
to ADR agents so that DTC now collects all allowable DSFs, dividend 
fees, pass-through expenses and other special fees governed by the ADR 
agreement.\7\ DTC collects such fees at the request of the depositary 
bank. In order to cover the costs incurred in collecting and passing 
through these fees, DTC retains a collection charge equal to three 
percent (3%) of the ADR agent fee amount collected from each 
Participant up to a maximum of $20,000 per CUSIP.\8\
---------------------------------------------------------------------------

    \6\ Release No. 34-53970 (June 12, 2006) 71 FR 34974 (June 16, 
2006) (SR-DTC-2006-08).
    \7\ Release No. 34-59821 (April 24, 2009) 74 FR 20513 (May 4, 
2009) (SR-DTC-2009-05).
    \8\ See Release No. 34-59821 (March 23, 2009) 74 FR 13490 (March 
27, 2009) (SR-DTC-2009-05) which modified the fees from the original 
filing.
---------------------------------------------------------------------------

    Based on the experience to date, and with increased challenges due 
to the rapid growth of unsponsored ADRs, the depositary banks and DTC 
have held discussions on expanding and refining the current DSF 
collection process in order to include unsponsored ADR programs. 
Unsponsored ADR programs differ from sponsored ADR programs in two 
primary ways. First, multiple depositary banks can file a registration 
statement in respect of the same foreign private issuer, and, second, 
there is no contractual relationship between the foreign private issuer 
and the ADR depositary that establishes an unsponsored ADR program. In 
the case of an unsponsored ADR program, the terms and conditions are 
between the depositary bank and the investor and are contained in the 
form of an ADR receipt, which is filed as an exhibit to a Depositary's 
Form F-6 registration statement.
    In order to streamline the process associated with collecting DSFs 
on unsponsored ADRs, DTC has agreed to collect and pass through the 
fees from Participants to ADR agents. In order to make this possible, 
the ADR depositary banks have agreed that the depositary bank that 
first files an F-6 registration statement for a particular unsponsored 
ADR program (``First Filer'') will establish the record date and rate 
at which the DSF will be assessed on all Participants holding 
depositary receipts.\9\ DTC will require the ADR depositary banks to 
notify DTC thirty calendar days prior to the ``record date'' that a DSF 
is due and payable. In addition, DTC will require the First Filer to 
submit an attestation that (i) under the terms and conditions of the 
ADR receipt with the investor, the specific fee is allowable and that 
(ii) all depositaries have been contacted and have confirmed they are 
likewise entitled to charge the shareholder the same depositary 
servicing fee in accordance with the respective terms and conditions 
applicable to the ADRs issued by them for this unsponsored program.\10\ 
The attestation will be in a form prescribed by DTC, and may be changed 
periodically to address operational issues. In the event that a 
Participant asks DTC to substantiate the fee, DTC may require the ADR 
depositary to provide DTC with a copy of its fee schedule. DTC may, at 
its discretion, provide copies of the fee schedule to its Participants 
to substantiate the fee.
---------------------------------------------------------------------------

    \9\ This process mirrors the process established for the payment 
of dividends on unsponsored depositary receipts whereby the First 
Filer establishes a uniform dividend distribution rate paid by each 
depositary with an outstanding issued ADR position at DTC.
    \10\ In their ADR terms and conditions applicable to investors 
some depositaries have decided, for some issues, not to have 
depositary servicing fees. Since shares held at Cede & Co, DTC's 
nominee name, are held in fungible mass, DTC will not collect a DSF 
fee for an issue if one or more of the ADR depositary banks do not 
charge a fee or charge different fees.
---------------------------------------------------------------------------

    DTC states that it has discussed this proposal with the Securities 
Industry and Financial Markets Association (``SIFMA'') Securities 
Operation Division (``SOD''). DTC states that SIFMA's SOD endorses 
DTC's plan to collect such fees through its monthly billing process. 
According to DTC, this process will eliminate invoice and check 
processing for Participants and the depositary banks and ADR 
depositaries will no longer have to mail invoices and reminders to 
Participants holding ADR securities at DTC. Furthermore, according to 
DTC, Participants will have a transparent view into upcoming ADR fees, 
and a centralized source for information about the ADR fee and the 
collection of the fees. DTC expects to begin collecting ADR agent fees 
as expanded by this proposed rule change filing on August 1, 2013. DTC 
will charge a service fee associated with this expansion, the details 
of which are contained in Exhibit 5 to this proposed rule change 
filing.
 (b) Statutory Basis
    DTC states the proposed rule change is consistent with the 
provisions of the Act, and the rules and regulations thereunder 
applicable to DTC and in particular Section 17A(b)(3)(D) \11\ because 
it implements a fee associated with the collection of unsponsored ADRs 
and as such it clarifies and updates DTC's Fee Schedule in order to 
facilitate a more efficient fee collection process for unsponsored ADRs 
and provides for an equitable allocation of fees.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78q-1(b)(3)(D).
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    DTC does not believe that the proposed rule change will have any 
impact or impose any burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    Written comments relating to the proposed rule change have not been 
solicited or received. DTC will notify the Commission of any written 
comments received by DTC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing proposed rule change has become effective upon filing 
pursuant to Section 19(b)(3)(A) \12\ of the Act and Rule 19b-
4(f)(2).\13\ 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.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or

[[Page 40252]]

     Send an email to rule-comments@sec.gov. Please include 
File Number SR-DTC-2013-08 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-DTC-2013-08. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site 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 such filings also will be available 
for inspection and copying at the principal office of DTC and on DTC's 
Web site at http://www.dtcc.com/downloads/legal/rule_filings/2013/dtc/SR_DTC_2013_08.pdf. All comments received will be posted without 
change; the Commission does not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly. All submissions should refer to File Number 
SR-DTC-2013-08 and should be submitted on or before July 24, 2013.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-15897 Filed 7-2-13; 8:45 am]
BILLING CODE 8011-01-P