Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Reorganizations Guide and the Fee Guide, 79388-79393 [2022-28080]
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79388
Federal Register / Vol. 87, No. 247 / Tuesday, December 27, 2022 / Notices
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NASDAQ–2022–076, and
should be submitted on or before
January 17, 2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022–28079 Filed 12–23–22; 8:45 am]
BILLING CODE 8011–01–P
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–96543; File No. SR–DTC–
2022–013]
Self-Regulatory Organizations; The
Depository Trust Company; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend the
Reorganizations Guide and the Fee
Guide
December 20, 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
15, 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)(4) thereunder.4 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The purpose of the proposed rule
change is to amend the Reorganizations
Guide to (i) provide Participants with
the option to submit instructions for the
withdrawal of an earlier acceptance of
an Automated Tender Offer Program
(‘‘ATOP’’)-eligible 5 offer (each, an
‘‘ATOP Offer’’) via Application Program
Interface (‘‘API’’) and ISO 20022 realTKELLEY on DSK125TN23PROD with NOTICES
17 17
CFR 200.30–3(a)(12), (59).
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).
5 ATOP is a DTC program through which
Participant instructions are transmitted to the agent
for an ATOP offer and through which a participant
can tender its securities to the agent’s account at
DTC.
1 15
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time messaging (collectively,
‘‘Automated Instruction Messaging’’),
(ii) postpone the retirement of DTC’s
legacy computer-to-computer facility
(‘‘CCF’’) files for corporate actions
entitlements and allocations (‘‘CCF
Entitlements and Allocations Files’’) 6 to
July 1, 2024, and (iii) make technical
and ministerial changes. In addition,
DTC is proposing to amend the Fee
Guide to continue to charge Participants
that consume CCF Entitlements and
Allocations Files after December 31,
2022 the CCF File Fee of $50,000, as
described in greater detail below.7
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 amend the Reorganizations
Guide to (i) provide Participants with
the option to submit instructions for the
withdrawal of an earlier acceptance of
an Automated Tender Offer Program
(‘‘ATOP’’)-eligible 8 offer (each, an
‘‘ATOP Offer’’) via Application Program
Interface (‘‘API’’) and ISO 20022 realtime messaging (collectively,
‘‘Automated Instruction Messaging’’),
(ii) postpone the retirement of DTC’s
legacy computer-to-computer facility
6 There are three types of CCF files representing
the corporate actions lifecycle: corporate actions
announcements (‘‘CCF Announcements Files’’); the
CCF Entitlements and Allocations Files; and
corporate actions instructions from Participants
through CCF files (‘‘CCF Corporate Actions
Instructions Files’’). All CCF Announcement Files
were retired as of December 31, 2018. See Securities
Exchange Act Release No. 79746 (January 5, 2017),
82 FR 3372 (January 11, 2017) (SR–DTC–2016–014).
7 Each term not otherwise defined herein has its
respective meaning as set forth in the Rules, ByLaws and Organization Certificate of DTC (the
‘‘Rules’’), the Guide to the DTC Fee Schedule (‘‘Fee
Guide’’), and the Reorganizations Service Guide
(the ‘‘Reorganizations Guide’’), available at https://
www.dtcc.com/legal/rules-and-procedures.aspx.
8 ATOP is a DTC program through which
Participant instructions are transmitted to the agent
for an ATOP offer and through which a participant
can tender its securities to the agent’s account at
DTC.
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(‘‘CCF’’) files for corporate actions
entitlements and allocations (‘‘CCF
Entitlements and Allocations Files’’) 9 to
July 1, 2024, and (iii) make technical
and ministerial changes. In addition,
DTC is proposing to amend the Fee
Guide to continue to charge Participants
that consume CCF Entitlements and
Allocations Files after December 31,
2022 the CCF File Fee of $50,000, as
discussed more fully below.
(i) Automated Instruction Messaging
A. Background
On July 7, 2021, DTC filed a rule
filing 10 (the ‘‘ATOP Automated
Messaging Filing’’) that provided
Participants with the option to use
Automated Instruction Messaging to
submit acceptance, protect, and cover of
protect instructions (each, an
‘‘Acceptance Instruction’’) for ATOP
Offers instead of submitting those
instructions through the Participant
Tender Offer Program (‘‘PTOP’’) or
Voluntary Tenders and Exchanges
functions through PTS and PBS,
respectively.11
As described in the ATOP Automated
Messaging Filing, the submission of
voluntary reorganizations instructions
through PTS and PBS is a nonautomated
key-entry process, and there are certain
potential risks and costs associated with
manual processing, particularly in
connection with voluntary
reorganizations instructions.
Nonautomated input may increase the
likelihood of errors, which can result in
rejected instructions or erroneous
9 There are three types of CCF files representing
the corporate actions lifecycle: corporate actions
announcements (‘‘CCF Announcements Files’’); the
CCF Entitlements and Allocations Files; and
corporate actions instructions from Participants
through CCF files (‘‘CCF Corporate Actions
Instructions Files’’). All CCF Announcement Files
were retired as of December 31, 2018. See Securities
Exchange Act Release No. 79746 (January 5, 2017),
82 FR 3372 (January 11, 2017) (SR–DTC–2016–014).
10 See Securities Exchange Act Release No. 92339
(July 7, 2021), 86 FR 36810 (July 13, 2021) (SR–
DTC–2021–010). In addition, DTC subsequently
filed a rule filing that similarly provided
Participants with the option to use Automated
Instruction Messaging to submit acceptance,
protect, and cover of protect instructions for
Automated Subscription Offer Program and APUT
offers. See Securities Exchange Act Release No.
95197 (July 5, 2022), 87 FR 41153 (July 11, 2022)
(SR–DTC–2022–007).
11 PTS (Participant Terminal System) and PBS
(Participant Browser System) are user interfaces for
DTC settlement and asset services functions. PTS is
mainframe-based, and PBS is web-based with a
mainframe back-end. Participants may use either
PTS or PBS, as they are functionally equivalent.
PTOP and Voluntary Tenders and Exchanges are
functions of PTS and PBS, respectively, that are
currently used by Participants to submit
instructions, submit protects, submit cover of
protects, submit cover of protects on behalf of
another Participant, and submit withdrawals on
various voluntary reorganization events.
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elections. Rejected instructions and
erroneous elections can delay the
submission of the instructions for
voluntary offers, which typically have to
be submitted within a short timeframe.
Further, because information about a
voluntary offer and the compilation and
transmission of instructions flows
across different market segments, the
lack of automation and standardization
can also lead to errors along the chain.
ISO 20022 is a standard that provides
the financial industry with a common
language to capture business
transactions and associated message
flows. The benefits offered by ISO 20022
include, but are not limited to (i) greater
straight through processing by utilizing
a data model that conforms to market
practice and (ii) improved accuracy and
less processing risk due to enhanced
data elements. APIs provides enhanced
flexibility for Participants, making the
process of accessing from, and
transmitting information to, DTC and its
downstream customers more efficient.
The flexibility of APIs and its use of
modern programming languages provide
benefits that include but are not limited
to (i) less frequent maintenance, (ii)
client development and implementation
can be quicker to market, and (iii) more
efficient integration channels.
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B. Automated Instruction Messaging
DTC is proposing to enhance
Automated Instruction Messaging for
ATOP Offers by providing Participants
with the ability to use Automated
Instruction Messaging to submit an
instruction to withdraw an Acceptance
Instruction.12 Automated Instruction
Messaging for withdrawal instructions
must be for the full quantity of the
original Acceptance Instruction.
Participants that are submitting
withdrawal instructions for less than the
full quantity must continue to submit
those instructions via PTS/PBS.
As with Automated Instruction
Messaging for other actions for ATOP,
ASOP and APUT eligible offers,
Automated Instruction Messaging for
withdrawal instructions for an ATOP
Offer would consist of (i) Automated
Instruction Messages for the input of
instructions and (ii) Automated
Response Messages for feedback and
status output with respect to submitted
instructions. The ISO 20022 Corporate
Action Instruction (CAIN) message and
the API POST function are Automated
Instruction Messages. The ISO 20022
Corporate Action Instruction Status
12 DTC notes that withdrawal actions—whether
through Automated Instruction Messaging or PTS/
PBS—are only available when provided for under
the terms of the applicable ATOP Offer.
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Advice (CAIS) message and the API GET
function are Automated Response
Messages.
As noted above, automating the
submission of withdrawal instructions
for ATOP Offers would streamline the
flow of information and reduce the
costs, errors and risks that are associated
with nonautomated processing.
Accordingly, pursuant to the proposed
rule change, DTC would enhance the
ability of Participants to automate and
standardize the submission of
withdrawal instructions for ATOP
Offers through Automated Instruction
Messaging.
C. Proposed Rule Changes
Pursuant to the proposed rule change,
DTC is proposing to:
1. Add references to ‘‘Automated
Instruction Messaging’’ or ‘‘Automated
Instruction Message,’’ as context
requires, where other types of
instruction input for withdrawals of
instructions for ATOP Offers (e.g., PTS
PTOP and PBS Voluntary Tenders and
Exchanges) are referenced.
2. In the ‘‘Automated Instruction
Messaging’’ Section:
a. Amend the text of footnote 1 to
read, ‘‘Automated Instruction Messaging
for withdrawal instructions for ATOPeligible offers will be available in Q1 of
2023.’’
b. At the bottom of the enumerated
list of actions for ATOP Offers that can
be taken via Automated Instruction
Messaging, insert ‘‘5. Withdrawal (for
full amount of original instruction
only).’’
c. Amend the note under the
enumerated list of actions for ATOP
Offers that can be taken via Automated
Instruction Messaging to state:
‘‘Withdrawal instructions submitted via
Automated Instruction Messaging must
be for the full quantity of the original
instruction. Partial withdrawal
instructions for ATOP-eligible offers
must be performed via PTS/PBS and
cannot be instructed via Automated
Instruction Message.’’
3. In the ‘‘Instructions/Expirations’’
section, amend the note ‘‘All
withdrawal/cancellation instructions
must be performed via PTS/PBS,’’ to
read, ‘‘Partial withdrawal instructions
must be performed via PTS/PBS.’’
4. At the end of the first paragraph of
the ‘‘Withdrawing an Acceptance of an
ATOP-Eligible Offer’’ section, insert the
following sentence: ‘‘Note: Only full
withdrawals will be accepted via
Automated Instruction Messaging.
Partial withdrawal instructions must be
performed via PTS/PBS.’’
5. Amend the second paragraph in the
‘‘Checklist for Withdrawing an
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79389
Acceptance’’ section to read, ‘‘Enter and
transmit an instruction to withdraw the
acceptance via PTS PTOP, PBS
Voluntary Tenders and Exchanges, or
Automated Instruction Messaging. For
instructions transmitted via PTS/PBS,
the withdrawal request can be for all or
any part of the acceptance previously
submitted, and you can submit more
than one withdrawal request as long as
the quantity of securities indicated in
the withdrawal instructions does not
exceed the original quantity of the
acceptance. Withdrawal instructions
submitted via Automated Instruction
Messaging must be for the full quantity
of the original instruction.’’
6. Amend the first bullet under the
fourth paragraph in the ‘‘Checklist for
Withdrawing an Acceptance’’ section to
read, ‘‘You can inquire about your
withdrawal instructions and the status
thereof via the PTS PTOP or PBS
Voluntary Tenders and Exchanges
function’s inquiry feature, or via
Automated Instruction Messaging.’’
7. Make ministerial changes for
clarity, to correct typos and omissions
and to enhance conformity and
readability, including, but not limited
to:
a. In the ‘‘Important Legal
Information’’ replace ‘‘Copyright ©
2022’’ with ‘‘Copyright © 2023.’’
b. Delete all instances of the following
sentences: ‘‘If possible, DTC will
attempt to notify you of the rejection,
but DTC cannot guarantee such
notification,’’ ‘‘If practicable, DTC will
attempt to notify you of the rejection,
but cannot guarantee such notification,’’
‘‘DTC will attempt to notify your
designated coordinator by telephone of
the rejection, but DTC cannot guarantee
that this will be done,’’ and ‘‘If rejection
is for a reason other than that your
tender price was not accepted or that a
pro rata portion of your tender was not
accepted, DTC will attempt to notify
you by telephone, calling first the
coordinator (s) at the telephone number
(s) entered on the instructions form, but
takes no responsibility therefor.’’ DTC is
proposing to delete these sentences in
order to make it clear that Participants
are solely responsible for monitoring
their accounts and the response
messages to ensure that they properly
submitted their instructions and that the
instructions were accepted.
c. In ‘‘How to View Mandatory and
Voluntary Reorganization
Announcements’’ section, delete the
footnote that reads ‘‘The RIPS function
for mandatory reorganizations
announcements will be retired on
November 16, 2020.’’ DTC is proposing
to delete this sentence because RIPS for
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mandatory reorganizations has been
retired.
(ii) CCF Entitlements and Allocations
Files and CCF File Fee
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A. Background
On November 19, 2020, DTC filed a
rule change (the ‘‘2021 CCF Retirement
Filing’’) 13 that amended the
Reorganizations Guide and the Fee
Guide to (i) set a retirement date for CCF
Entitlements and Allocations Files of
January 1, 2022, and (ii) apply a $50,000
CCF File Fee, per File Category (PreAllocation or Allocation/PostAllocation) of CCF Entitlements and
Allocations Files,14 to Participants that
continued to consume CCF Entitlements
and Allocations Files between January
1, 2021 and December 31, 2021. The
CCF File Fee was charged to the
Account of the Participant upon the
Participant’s first receipt of CCF
Entitlements and Allocations Files in a
particular File Category during 2021.
The CCF File Fee covered all CCF
Entitlements and Allocations Files
within that File Category during 2021.
Many Participants completed their
adoption of ISO 20022 messaging for
entitlements and allocations
information, and their migration from
the CCF Entitlements and Allocations
Files, before the January 1, 2022
retirement date. However, some
Participants had not completed their
system development for the ISO 20022
messaging requested that DTC continue
to offer the CCF Entitlements and
Allocations Files for another year.
Accordingly, on December 29, 2021,
DTC filed a rule change (‘‘2022 CCF
Retirement Filing’’) 15 to postpone the
retirement date of the CCF Entitlements
and Allocation Files to January 1, 2023,
and to charge Participants the $50,000
CCF File Fee for each File Category of
CCF Entitlements and Allocations Files
that they consumed between January 1,
2022 and December 31, 2022. The CCF
File Fee was charged to the Account of
the Participant upon the Participant’s
first receipt of CCF Entitlements and
13 See Securities Exchange Act Release No. 90490
(November 23, 2020), 85 FR 76645 (November 30,
2020) (SR–DTC–2020–016).
14 Each of the CCF Entitlements and Allocations
Files falls into one of two categories (each, a ‘‘File
Category’’): (i) pre-allocation (‘‘Pre-Allocation CCF
Files’’), which includes files containing a
Participant’s allocation projections and
entitlements, or (ii) allocation/post-allocation
(‘‘Allocation/Post-Allocation CCF Files’’), which
includes files containing information on a
Participant’s allocations and pending allocations.
See Important Notice 13851–20 (August 27, 2020),
available at https://www.dtcc.com/legal/importantnotices.
15 See Securities Exchange Act Release No. 93885
(December 30, 2021), 87 FR 528 (January 5, 2022)
(SR–DTC–2021–018).
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Allocations Files in a particular File
Category during 2022. The CCF File Fee
covered all CCF Entitlements and
Allocations Files within that File
Category during 2022.
As discussed in the 2021 and 2022
CCF Retirement Filings, DTC has been
informing Participants that corporate
actions CCF files 16 will be retired and
will be replaced by ISO 20022
messaging since 2011.17 As noted above,
ISO 20022 messaging offers enhanced
efficiency and transparency in the
corporate action lifecycle because, in
contrast to the proprietary function and
activity codes of CCF Files, ISO 20022
is a business-model-based standard for
the development of messages for the
international financial services industry.
DTC has been working with
Participants to specifically support their
orderly transition from CCF
Entitlements and Allocations Files to
ISO 20022 messaging since 2013. DTC
began providing Participants with
parallel entitlements and allocations
ISO 20022 messaging in 2013
(Distributions), 2015 (Redemptions) and
2017 (Reorganizations). In addition,
since 2016,DTC had been
communicating with Participants about
the deadline for retirement of the CCF
Entitlements and Allocation Files and
postponed the projected retirement date
multiple times.18 Until the 2021 CCF
Retirement Filing, DTC had not imposed
a fee on Participants’ continued use of
CCF Entitlements and Allocations Files.
B. Proposed Rule Change
Almost all Participants have now
successfully migrated from CCF
Entitlements and Allocations Files to
ISO 20022 messaging. There are,
however, a few Participants that have
indicated to DTC that, for reasons
internal to their respective firms, they
16 There are three event groups for CCF files for
corporate actions. Participants subscribe to the CCF
files for each event group separately. The event
groups are (i) distributions (‘‘Distributions’’), such
as cash and stock dividends, principal and interest,
and capital gain distributions; (ii) redemptions
(‘‘Redemptions’’), such as full and partial calls, final
paydowns, and maturities; and (iii) reorganizations
(‘‘Reorganizations’’), which include both mandatory
and voluntary reorganizations such as exchange
offers, conversions, Dutch auctions, mergers, puts,
reverse stock splits, tender offers, and warrant
exercises.
17 See Securities Exchange Act Release No. 63886
(February 10, 2011), 76 FR 9070 (February 16, 2011)
(SR–DTC–2011–02) (indicating that DTC would
continue to support its legacy proprietary CCF files
until 2015).
18 See Important Notice 2538–16 (January 21,
2016), supra note 15; Important Notice 4381–16
(November 4, 2016), supra note 15; Important
Notice 5099–17 (February 2017), supra note 15;
Important Notice 7488–18 (February 28, 2018),
supra note 15; Important Notice 9861–18 (October
9, 2018), supra note 15.
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would not be able to complete their
migration by the end of 2022.
Therefore, pursuant to this proposed
rule change, DTC would postpone the
retirement date of the CCF Entitlements
and Allocation Files to July 1, 2024, and
would continue to charge each
Participant the CCF File Fee of $50,000
for each File Category of CCF
Entitlements and Allocations Files that
it consumes during each of the
following fee periods (each, a ‘‘Fee
Period’’): (i) from January 1, 2023
through December 31, 2023, and (ii)
from January 1, 2024 through June 30,
2024. The CCF File Fee would be
charged to the Account of the
Participant, upon the Participant’s first
receipt of CCF Entitlements and
Allocations Files in a particular File
Category during that specific Fee Period.
The CCF File Fee would cover all CCF
Entitlements and Allocations Files
within that File Category during that
Fee Period.
Pursuant to the proposed rule change,
DTC would amend the description of
the CCF File Fee in the Fee Guide to
conform with the proposed rule change.
DTC would also amend the
Reorganizations Guide to reflect the July
1, 2024, retirement date for CCF
Entitlements and Allocations Files.
Specifically, in the ‘‘Preparing to Use
the Services’’ subsection of the ‘‘How
Reorganizations Work’’ section of the
Reorganizations Guide, DTC is
proposing to replace ‘‘*CCF files
associated with entitlements and
allocations will be retired as of January
1, 2023’’ with ‘‘*CCF files associated
with entitlements and allocations will
be retired as of July 1, 2024.’’
Implementation Date
DTC will implement the proposed
changes on January 1, 2023. DTC will
announce the implementation date of
the proposed rule change in an
Important Notice posted on its website.
As proposed, a legend would be
added to the Reorganizations Guide and
the Fee Guide stating there are changes
that became effective upon filing with
the Commission but have not yet been
implemented. The proposed legend also
would include that the implementation
date will be January 1, 2023. In
addition, the proposed legend would
state that the legend would
automatically be removed upon the
implementation of the proposed
changes.
2. Statutory Basis
Section 17A(b)(3)(F) of the Act
requires, in part, that the Rules be
designed to promote the prompt and
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accurate clearance and settlement of
securities transactions.19
The proposed rule change would
amend the Reorganizations Guide to
provide Participants with the option to
use Automated Instruction Messaging
for withdrawal instructions for ATOP
Offers. As discussed above, Automated
Instruction Messaging provides greater
straight-through processing, improved
accuracy, more efficient integration
channels and less processing risk than
nonautomated processing.
DTC believes that the proposed rule
change to amend the Reorganizations
Guide to make technical and clarifying
changes would enhance the clarity and
transparency of the Reorganizations
Guide. By enhancing the clarity and
transparency of the Reorganizations
Guide, the proposed rule change would
allow Participants to more efficiently
and effectively conduct their business in
connection with processing
reorganization events and associated
securities transactions. Based on the
foregoing, DTC believes that the
proposed rule change is designed to
promote the prompt and accurate
clearance and settlement of securities
transactions, consistent with section
17A(b)(3)(F) of the Act, cited above.
In addition, the proposed rule change
would (i) postpone the retirement of
CCF Entitlements and Allocations Files
to July 1, 2024, and (ii) continue the
application of a CCF File Fee of $50,000
to Participants that continue to consume
CCF Entitlements and Allocations Files
after December 31, 2022. By postponing
the retirement of CCF Entitlements and
Allocations Files to July 1, 2024, the
proposed rule change would allow
Participants to minimize potential
business interruptions by undertaking
an orderly and organized migration from
CCF files to the more efficient ISO
20022 standard. Similarly, by
continuing to charge a CCF File Fee of
$50,000 to those Participants that
continue to receive CCF Entitlements
and Allocations Files after December 31,
2022, the proposed rule change would
encourage the few remaining
Participants still utilizing CCF
Entitlements and Allocations Files to
accelerate system development and
their adoption of the ISO 20022
standard. In this manner, the proposed
rule change would encourage and
facilitate the transition to the ISO 20022
standard, which provides efficiencies
and enhanced transparency in
processing corporate actions and the
settlement activities related thereto.
Accordingly, DTC believes that the
proposed rule change would promote
19 15
U.S.C. 78q–1(b)(3)(F).
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the prompt and accurate clearance and
settlement of securities transactions,
consistent with the requirements of
17A(b)(3)(F) of the Act, cited above.
Section 17A(b)(3)(D) of the Act
requires that the Rules provide for the
equitable allocation of reasonable dues,
fees, and other charges among its
Participants.20 DTC believes that the
proposed rule change to continue to
apply the $50,000 CCF File Fee to
Participants that continue to consume
CCF Entitlements and Allocations Files
after December 31, 2022 would provide
for the equitable allocation of reasonable
fees.
DTC believes that the proposed
application of the CCF File Fee would
be equitably allocated because the CCF
File Fee (i) would only be charged to
those Participants that have delayed
their migration from CCF Entitlements
and Allocations Files beyond December
31, 2022 21 and (ii) would be applied in
accordance with the Participant’s use of
a particular File Category during a
specific Fee Period.
Further, DTC believes that the
continued application of the $50,000
CCF File Fee would be reasonable. As
discussed above, Participants that did
not complete their migration to ISO
20022 by January 1, 2021, or January 1,
2022, were charged the $50,000 CCF
File Fee for each File Category of CCF
Entitlements and Allocations Files that
they consumed during each calendar
year. Most Participants have now
completed their migration, which DTC
believes is due, in part, to the
application of the CCF File Fee. Based
on this prior experience with the CCF
File Fee, DTC believes that the CCF File
Fee in the amount of $50,000 provides
the necessary encouragement for
Participants to accelerate their system
development for their adoption of the
ISO 20022 standard for entitlements and
allocations information.22 Further,
during the prior applications of the CCF
File Fee to CCF Entitlements and
Allocations Files, DTC had not received
any negative feedback from Participants
that suggested that the $50,000 fee was
overly burdensome.
Therefore, DTC believes that the
proposed rule change regarding the CCF
20 15
U.S.C. 78q–1(b)(3)(D).
noted above, DTC has been communicating
with Participants about the migration from CCF
files to the ISO 20022 standard for corporate actions
events since 2011. Since 2013, DTC has been
communicating with Participants about targeted
retirement dates for CCF Entitlements and
Allocations Files and has, at the request of
Participants, postponed the projected dates
numerous times.
22 The CCF File Fee is not designed to cover costs
incurred by DTC as a result of continuing to service
CCF files.
21 As
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
79391
File Fee provides for the equitable
allocation of reasonable dues, fees, and
other charges among its Participants,
consistent with 17A(b)(3)(D) of the Act,
cited above.
(B) Clearing Agency’s Statement on
Burden on Competition
DTC believes that the proposed rule
change to provide Participants with the
option to use Automated Instruction
Messaging for withdrawal instructions
for ATOP Offers would not have any
impact on competition. Because
Automated Instruction Messaging is an
optional service that would be available
to all Participants in connection with
ATOP Offers, DTC does not believe that
the proposed rule change would impose
a burden on competition.23 In addition,
DTC believes that the proposed rule
change to make technical and
ministerial changes to the
Reorganizations Guide, would not have
any impact on competition because it
would merely enhance the clarity of the
procedures relating to ATOP Offers. In
light of the foregoing, DTC does not
believe that the proposed rule changes
would impose a burden on
competition.24
DTC believes that the proposed rule
change with respect to postponing the
retirement of CCF Entitlements and
Allocations Files to July 1, 2024 would
not have any impact on competition.
The proposed rule change would
provide any Participant that has not
completed its migration from CCF
Entitlements and Allocation Files with
additional time to complete its testing
and development of its systems and
finalize the transition to ISO 20022
messaging. Therefore, DTC believes that
the proposed rule change with respect
to postponing the retirement of CCF
Entitlements and Allocations Files to
July 1, 2024 would not have a burden
on competition.25
DTC believes that the proposed rule
change with respect to amending the
Fee Guide to continue to apply the CCF
File Fee to Participants that continue to
consume CCF Entitlements and
Allocations Files after December 31,
2022 could have an impact on
competition because it could create a
burden on competition.26 Although the
proposed application of the CCF File
Fee is designed to incentivize
Participants to accelerate and complete
their adoption of the ISO 20022
standard, DTC recognizes and
appreciates that continuing to charge
23 15
U.S.C. 78q–1(b)(3)(I).
24 Id.
25 15
U.S.C. 78q–1(b)(3)(I).
26 Id.
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the fee could negatively affect such
Participants’ operating costs. However,
DTC believes that any burden on
competition would not be significant
and would be necessary and appropriate
in furtherance of the purposes of the
Act, as permitted by 17A(b)(3)(I) of the
Act.27
DTC believes any burden on
competition would not be significant
because (i) the fee would only be
charged once per File Category, upon
the Participant’s first receipt of CCF
Entitlements and Allocations Files for a
File Category during a particular Fee
Period, and (ii) the application of the
CCF File Fee for a File Category would
cover the consumption of all CCF
Entitlements and Allocations Files
within that File Category during that
Fee Period. In addition, based on DTC’s
prior use of the CCF File Fee for CCF
Entitlements and Application Files,
DTC has no indication that the amount
of the fee creates a significant burden on
any Participant.
DTC believes that any burden on
competition that may be created by the
proposed change to amend the Fee
Guide to continue to apply the CCF File
Fee to Participants that continue to
consume CCF Entitlements and
Allocations Files after December 31,
2022 would be necessary and
appropriate in furtherance of the
purposes of the Act, as permitted by
17A(b)(3)(I) of the Act.28 DTC believes
that this proposed change would be
necessary because some Participants
have yet to adopt the ISO 20022
standard, despite at least nine years of
communication and prompting on the
issue.29 As noted above, the ISO 20022
standard provides efficiencies and
enhanced transparency in processing
corporate actions and the settlement
activities related thereto. Thus, DTC
believes that the proposed rule change
would promote the prompt and accurate
clearance and settlement of securities
transactions, consistent with
17A(b)(3)(F) of the Act.30
DTC believes that the proposed rule
change to continue to apply the CCF
File Fee to Participants that continue to
consume CCF Entitlements and
Allocations Files after December 31,
2022 would be appropriate in
furtherance of the purposes of the Act,
as permitted by 17A(b)(3)(I) of the Act.31
As discussed above, Participants that
did not complete their migration to ISO
20022 by January 1, 2021 or by January
27 Id.
28 Id.
29 See
supra notes 17 and 18.
U.S.C. 78q–1(b)(3)(F).
31 15 U.S.C. 78q–1(b)(3)(I).
1, 2022 were charged the $50,000 CCF
File Fee for each File Category of CCF
Entitlements and Allocations Files that
they consumed during the each calendar
year. Most Participants have now
completed their migration, which DTC
believes is due, in part, to the
application of the $50,000 CCF File Fee.
DTC’s prior experience with the $50,000
CCF File Fee illustrates that a $50,000
CCF File Fee provides the necessary
encouragement for Participants to
accelerate their system development for
the full adoption of the ISO 20022
standard. Further, during the previous
application of the CCF File Fee to CCF
Entitlements and Allocations Files, DTC
had not received any negative feedback
from Participants that suggested that the
$50,000 fee was overly burdensome.
Accordingly, DTC believes that the
continued application of the $50,000
CCF File Fee would be appropriate here
in order to incentivize the remaining
Participants to accelerate their migration
to the ISO 20022 standard. In addition,
as discussed above, DTC believes that
the proposed continued application of
the CCF File Fee would be equitably
allocated because the CCF File Fee (i)
would only be charged to those
Participants that have delayed their
migration from CCF Entitlements and
Allocations beyond December 31, 2022,
and (ii) would be applied in accordance
with the Participant’s use of a particular
File Category during a specific Fee
Period.
Therefore, for these reasons, DTC
believes that a perceived competitive
burden of the proposed rule change to
continue to apply the CCF File Fee to
Participants that continue to consume
CCF Entitlements and Allocations Files
after December 31, 2022, would be
necessary and appropriate in
furtherance of the purposes of the Act,
as permitted by 17A(b)(3)(I) of the Act.32
(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.
30 15
VerDate Sep<11>2014
22:43 Dec 23, 2022
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
https://www.sec.gov/regulatory-actions/
how-to-submit-comments. 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
tradingandmarkets@sec.gov 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 19(b)(3)(A) 33 of the
Act and paragraph (f) 34 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.
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
DTC–2022–013 on the subject line.
Paper Comments
• 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–2022–013. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
33 15
32 Id.
Jkt 259001
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34 17
Fmt 4703
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U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).
27DEN1
Federal Register / Vol. 87, No. 247 / Tuesday, December 27, 2022 / Notices
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of DTC and on DTCC’s website
(https://dtcc.com/legal/sec-rulefilings.aspx). 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–
2022–013 and should be submitted on
or before January 17, 2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.35
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022–28080 Filed 12–23–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–96545; File No. SR–MIAX–
2022–48]
Self-Regulatory Organizations; Miami
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To No Longer Operate MIAX’s
10 Gigabit Ultra-Low Latency
Connectivity on a Single Shared
Network With Its Affiliate, MIAX
PEARL, LLC
TKELLEY on DSK125TN23PROD with NOTICES
December 20, 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
16, 2022, Miami International Securities
Exchange, LLC (‘‘MIAX Options’’ or the
‘‘Exchange’’) filed with the Securities
35 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Sep<11>2014
22:43 Dec 23, 2022
Jkt 259001
and Exchange Commission
(‘‘Commission’’) a proposed rule change
as described in Items I, II, and III below,
which Items have been prepared by the
Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing a proposal to
no longer operate 10 gigabit (‘‘Gb’’)
ultra-low latency (‘‘ULL’’) connectivity
to the Exchange on a single shared
network with its affiliate, MIAX PEARL,
LLC (‘‘MIAX Pearl’’), due to everincreasing capacity constraints and to
accommodate anticipated access needs
for Members 3 and other market
participants.
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxoptions.com/rulefilings/ at MIAX Options’ principal
office, and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange 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
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to no longer
operate 10Gb ULL connectivity to the
Exchange on a single shared network
with its affiliate, MIAX Pearl, due to
ever-increasing capacity constraints and
to accommodate anticipated access
needs for Members and other market
participants. The Exchange has shared a
single network with MIAX Pearl since
MIAX Pearl became operational on
February 6, 2017.4 On the contrary, the
3 The term ‘‘Member’’ means an individual or
organization approved to exercise the trading rights
associated with a Trading Permit. Members are
deemed ‘‘members’’ under the Exchange Act. See
Exchange Rule 100.
4 See Press Release ‘‘MIAX PEARL Successfully
Launches Trading Operations’’ (February 7, 2017),
PO 00000
Frm 00121
Fmt 4703
Sfmt 4703
79393
Exchange and its other affiliate, MIAX
Emerald, LLC (‘‘MIAX Emerald’’)
operate on separate, unshared 10Gb ULL
networks, since the launch of MIAX
Emerald in March 2019.5 The Exchange
believes this separated network
structure is also similar to at least one
other national securities exchange group
with multiple exchanges.6 Operating
two separate national securities
exchanges on a single shared network
provided certain benefits, such as
streamlined connectivity to multiple
exchanges, and simplified exchange
infrastructure. However, doing so is no
longer sustainable due to everincreasing capacity constraints and
current System 7 limitations. The
network is not an unlimited resource.
As described more fully below, the
connectivity needs of Members and
market participants increased every year
since the launch of MIAX Pearl and the
operations of the Exchange and MIAX
Pearl on a single shared 10Gb ULL
network is no longer feasible. This
requires constant System expansion to
meet Member demand for additional
ports and 10Gb ULL connections, which
has resulted in limited available System
headroom (described in detail below).
Therefore, the Exchange proposes to
provide 10Gb ULL connectivity to the
Exchange and MIAX Pearl on separate
networks so that the Exchange and
MIAX Pearl may increase their
respective System capacities to meet the
ongoing and anticipated connectivity
needs of Members, prospective
Members, and other market participants.
The Exchange began to operate on a
single shared network with MIAX Pearl
when MIAX Pearl commenced
operations as a national securities
available at https://www.miaxoptions.com/pressreleases?_miax_filter_created%5Bmin%5D=201702-01+00%3A00%3A00&_miax_filter_
created%5Bmax%5D=2017-0228+23%3A59%3A59&actions=&_miax_filter_
month=2&_miax_filter_year=2017; see also
Securities Exchange Act Release No. 79543
(December 13, 2016), 81 FR 92901 (December 20,
2016) (File No. 10–227) (order approving
application of MIAX PEARL, LLC for registration as
a national securities exchange).
5 See Securities Exchange Act Release No. 87877
(December 31, 2019), 85 FR 738 (January 7, 2020)
(SR–EMERALD–2019–39) (proposal to adopt
connectivity fees without providing access to MIAX
Emerald’s affiliates, MIAX and MIAX Pearl, via a
single shared connection).
6 See the Physical Connectivity Fees sections of
the Cboe BYX Exchange, Inc. (‘‘BYX’’), Cboe BZX
Exchange, Inc. (‘‘BYX’’), Cboe EDGA Exchange, Inc.
(‘‘EDGA’’), and Cboe EDGX Exchange, Inc.
(‘‘EDGX’’, collectively with BYX, BZX, and EDGA,
the ‘‘Cboe Equity Exchanges’’) equity fee schedules
(not providing that a single port provides
connectivity to each of Cboe Equity Exchanges).
7 The term ‘‘System’’ means the automated
trading system used by the Exchange for the trading
of securities. See Exchange Rule 100.
E:\FR\FM\27DEN1.SGM
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]]>Agencies
[Federal Register Volume 87, Number 247 (Tuesday, December 27, 2022)]
[Notices]
[Pages 79388-79393]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-28080]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96543; File No. SR-DTC-2022-013]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the Reorganizations Guide and the Fee Guide
December 20, 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 15, 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)(4) thereunder.\4\ The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The purpose of the proposed rule change is to amend the
Reorganizations Guide to (i) provide Participants with the option to
submit instructions for the withdrawal of an earlier acceptance of an
Automated Tender Offer Program (``ATOP'')-eligible \5\ offer (each, an
``ATOP Offer'') via Application Program Interface (``API'') and ISO
20022 real-time messaging (collectively, ``Automated Instruction
Messaging''), (ii) postpone the retirement of DTC's legacy computer-to-
computer facility (``CCF'') files for corporate actions entitlements
and allocations (``CCF Entitlements and Allocations Files'') \6\ to
July 1, 2024, and (iii) make technical and ministerial changes. In
addition, DTC is proposing to amend the Fee Guide to continue to charge
Participants that consume CCF Entitlements and Allocations Files after
December 31, 2022 the CCF File Fee of $50,000, as described in greater
detail below.\7\
---------------------------------------------------------------------------
\5\ ATOP is a DTC program through which Participant instructions
are transmitted to the agent for an ATOP offer and through which a
participant can tender its securities to the agent's account at DTC.
\6\ There are three types of CCF files representing the
corporate actions lifecycle: corporate actions announcements (``CCF
Announcements Files''); the CCF Entitlements and Allocations Files;
and corporate actions instructions from Participants through CCF
files (``CCF Corporate Actions Instructions Files''). All CCF
Announcement Files were retired as of December 31, 2018. See
Securities Exchange Act Release No. 79746 (January 5, 2017), 82 FR
3372 (January 11, 2017) (SR-DTC-2016-014).
\7\ Each term not otherwise defined herein has its respective
meaning as set forth in the Rules, By-Laws and Organization
Certificate of DTC (the ``Rules''), the Guide to the DTC Fee
Schedule (``Fee Guide''), and the Reorganizations Service Guide (the
``Reorganizations Guide''), available at https://www.dtcc.com/legal/rules-and-procedures.aspx.
---------------------------------------------------------------------------
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 amend the
Reorganizations Guide to (i) provide Participants with the option to
submit instructions for the withdrawal of an earlier acceptance of an
Automated Tender Offer Program (``ATOP'')-eligible \8\ offer (each, an
``ATOP Offer'') via Application Program Interface (``API'') and ISO
20022 real-time messaging (collectively, ``Automated Instruction
Messaging''), (ii) postpone the retirement of DTC's legacy computer-to-
computer facility (``CCF'') files for corporate actions entitlements
and allocations (``CCF Entitlements and Allocations Files'') \9\ to
July 1, 2024, and (iii) make technical and ministerial changes. In
addition, DTC is proposing to amend the Fee Guide to continue to charge
Participants that consume CCF Entitlements and Allocations Files after
December 31, 2022 the CCF File Fee of $50,000, as discussed more fully
below.
---------------------------------------------------------------------------
\8\ ATOP is a DTC program through which Participant instructions
are transmitted to the agent for an ATOP offer and through which a
participant can tender its securities to the agent's account at DTC.
\9\ There are three types of CCF files representing the
corporate actions lifecycle: corporate actions announcements (``CCF
Announcements Files''); the CCF Entitlements and Allocations Files;
and corporate actions instructions from Participants through CCF
files (``CCF Corporate Actions Instructions Files''). All CCF
Announcement Files were retired as of December 31, 2018. See
Securities Exchange Act Release No. 79746 (January 5, 2017), 82 FR
3372 (January 11, 2017) (SR-DTC-2016-014).
---------------------------------------------------------------------------
(i) Automated Instruction Messaging
A. Background
On July 7, 2021, DTC filed a rule filing \10\ (the ``ATOP Automated
Messaging Filing'') that provided Participants with the option to use
Automated Instruction Messaging to submit acceptance, protect, and
cover of protect instructions (each, an ``Acceptance Instruction'') for
ATOP Offers instead of submitting those instructions through the
Participant Tender Offer Program (``PTOP'') or Voluntary Tenders and
Exchanges functions through PTS and PBS, respectively.\11\
---------------------------------------------------------------------------
\10\ See Securities Exchange Act Release No. 92339 (July 7,
2021), 86 FR 36810 (July 13, 2021) (SR-DTC-2021-010). In addition,
DTC subsequently filed a rule filing that similarly provided
Participants with the option to use Automated Instruction Messaging
to submit acceptance, protect, and cover of protect instructions for
Automated Subscription Offer Program and APUT offers. See Securities
Exchange Act Release No. 95197 (July 5, 2022), 87 FR 41153 (July 11,
2022) (SR-DTC-2022-007).
\11\ PTS (Participant Terminal System) and PBS (Participant
Browser System) are user interfaces for DTC settlement and asset
services functions. PTS is mainframe-based, and PBS is web-based
with a mainframe back-end. Participants may use either PTS or PBS,
as they are functionally equivalent. PTOP and Voluntary Tenders and
Exchanges are functions of PTS and PBS, respectively, that are
currently used by Participants to submit instructions, submit
protects, submit cover of protects, submit cover of protects on
behalf of another Participant, and submit withdrawals on various
voluntary reorganization events.
---------------------------------------------------------------------------
As described in the ATOP Automated Messaging Filing, the submission
of voluntary reorganizations instructions through PTS and PBS is a
nonautomated key-entry process, and there are certain potential risks
and costs associated with manual processing, particularly in connection
with voluntary reorganizations instructions. Nonautomated input may
increase the likelihood of errors, which can result in rejected
instructions or erroneous
[[Page 79389]]
elections. Rejected instructions and erroneous elections can delay the
submission of the instructions for voluntary offers, which typically
have to be submitted within a short timeframe. Further, because
information about a voluntary offer and the compilation and
transmission of instructions flows across different market segments,
the lack of automation and standardization can also lead to errors
along the chain.
ISO 20022 is a standard that provides the financial industry with a
common language to capture business transactions and associated message
flows. The benefits offered by ISO 20022 include, but are not limited
to (i) greater straight through processing by utilizing a data model
that conforms to market practice and (ii) improved accuracy and less
processing risk due to enhanced data elements. APIs provides enhanced
flexibility for Participants, making the process of accessing from, and
transmitting information to, DTC and its downstream customers more
efficient. The flexibility of APIs and its use of modern programming
languages provide benefits that include but are not limited to (i) less
frequent maintenance, (ii) client development and implementation can be
quicker to market, and (iii) more efficient integration channels.
B. Automated Instruction Messaging
DTC is proposing to enhance Automated Instruction Messaging for
ATOP Offers by providing Participants with the ability to use Automated
Instruction Messaging to submit an instruction to withdraw an
Acceptance Instruction.\12\ Automated Instruction Messaging for
withdrawal instructions must be for the full quantity of the original
Acceptance Instruction. Participants that are submitting withdrawal
instructions for less than the full quantity must continue to submit
those instructions via PTS/PBS.
---------------------------------------------------------------------------
\12\ DTC notes that withdrawal actions--whether through
Automated Instruction Messaging or PTS/PBS--are only available when
provided for under the terms of the applicable ATOP Offer.
---------------------------------------------------------------------------
As with Automated Instruction Messaging for other actions for ATOP,
ASOP and APUT eligible offers, Automated Instruction Messaging for
withdrawal instructions for an ATOP Offer would consist of (i)
Automated Instruction Messages for the input of instructions and (ii)
Automated Response Messages for feedback and status output with respect
to submitted instructions. The ISO 20022 Corporate Action Instruction
(CAIN) message and the API POST function are Automated Instruction
Messages. The ISO 20022 Corporate Action Instruction Status Advice
(CAIS) message and the API GET function are Automated Response
Messages.
As noted above, automating the submission of withdrawal
instructions for ATOP Offers would streamline the flow of information
and reduce the costs, errors and risks that are associated with
nonautomated processing. Accordingly, pursuant to the proposed rule
change, DTC would enhance the ability of Participants to automate and
standardize the submission of withdrawal instructions for ATOP Offers
through Automated Instruction Messaging.
C. Proposed Rule Changes
Pursuant to the proposed rule change, DTC is proposing to:
1. Add references to ``Automated Instruction Messaging'' or
``Automated Instruction Message,'' as context requires, where other
types of instruction input for withdrawals of instructions for ATOP
Offers (e.g., PTS PTOP and PBS Voluntary Tenders and Exchanges) are
referenced.
2. In the ``Automated Instruction Messaging'' Section:
a. Amend the text of footnote 1 to read, ``Automated Instruction
Messaging for withdrawal instructions for ATOP-eligible offers will be
available in Q1 of 2023.''
b. At the bottom of the enumerated list of actions for ATOP Offers
that can be taken via Automated Instruction Messaging, insert ``5.
Withdrawal (for full amount of original instruction only).''
c. Amend the note under the enumerated list of actions for ATOP
Offers that can be taken via Automated Instruction Messaging to state:
``Withdrawal instructions submitted via Automated Instruction Messaging
must be for the full quantity of the original instruction. Partial
withdrawal instructions for ATOP-eligible offers must be performed via
PTS/PBS and cannot be instructed via Automated Instruction Message.''
3. In the ``Instructions/Expirations'' section, amend the note
``All withdrawal/cancellation instructions must be performed via PTS/
PBS,'' to read, ``Partial withdrawal instructions must be performed via
PTS/PBS.''
4. At the end of the first paragraph of the ``Withdrawing an
Acceptance of an ATOP-Eligible Offer'' section, insert the following
sentence: ``Note: Only full withdrawals will be accepted via Automated
Instruction Messaging. Partial withdrawal instructions must be
performed via PTS/PBS.''
5. Amend the second paragraph in the ``Checklist for Withdrawing an
Acceptance'' section to read, ``Enter and transmit an instruction to
withdraw the acceptance via PTS PTOP, PBS Voluntary Tenders and
Exchanges, or Automated Instruction Messaging. For instructions
transmitted via PTS/PBS, the withdrawal request can be for all or any
part of the acceptance previously submitted, and you can submit more
than one withdrawal request as long as the quantity of securities
indicated in the withdrawal instructions does not exceed the original
quantity of the acceptance. Withdrawal instructions submitted via
Automated Instruction Messaging must be for the full quantity of the
original instruction.''
6. Amend the first bullet under the fourth paragraph in the
``Checklist for Withdrawing an Acceptance'' section to read, ``You can
inquire about your withdrawal instructions and the status thereof via
the PTS PTOP or PBS Voluntary Tenders and Exchanges function's inquiry
feature, or via Automated Instruction Messaging.''
7. Make ministerial changes for clarity, to correct typos and
omissions and to enhance conformity and readability, including, but not
limited to:
a. In the ``Important Legal Information'' replace ``Copyright
(copyright) 2022'' with ``Copyright (copyright) 2023.''
b. Delete all instances of the following sentences: ``If possible,
DTC will attempt to notify you of the rejection, but DTC cannot
guarantee such notification,'' ``If practicable, DTC will attempt to
notify you of the rejection, but cannot guarantee such notification,''
``DTC will attempt to notify your designated coordinator by telephone
of the rejection, but DTC cannot guarantee that this will be done,''
and ``If rejection is for a reason other than that your tender price
was not accepted or that a pro rata portion of your tender was not
accepted, DTC will attempt to notify you by telephone, calling first
the coordinator (s) at the telephone number (s) entered on the
instructions form, but takes no responsibility therefor.'' DTC is
proposing to delete these sentences in order to make it clear that
Participants are solely responsible for monitoring their accounts and
the response messages to ensure that they properly submitted their
instructions and that the instructions were accepted.
c. In ``How to View Mandatory and Voluntary Reorganization
Announcements'' section, delete the footnote that reads ``The RIPS
function for mandatory reorganizations announcements will be retired on
November 16, 2020.'' DTC is proposing to delete this sentence because
RIPS for
[[Page 79390]]
mandatory reorganizations has been retired.
(ii) CCF Entitlements and Allocations Files and CCF File Fee
A. Background
On November 19, 2020, DTC filed a rule change (the ``2021 CCF
Retirement Filing'') \13\ that amended the Reorganizations Guide and
the Fee Guide to (i) set a retirement date for CCF Entitlements and
Allocations Files of January 1, 2022, and (ii) apply a $50,000 CCF File
Fee, per File Category (Pre-Allocation or Allocation/Post-Allocation)
of CCF Entitlements and Allocations Files,\14\ to Participants that
continued to consume CCF Entitlements and Allocations Files between
January 1, 2021 and December 31, 2021. The CCF File Fee was charged to
the Account of the Participant upon the Participant's first receipt of
CCF Entitlements and Allocations Files in a particular File Category
during 2021. The CCF File Fee covered all CCF Entitlements and
Allocations Files within that File Category during 2021.
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\13\ See Securities Exchange Act Release No. 90490 (November 23,
2020), 85 FR 76645 (November 30, 2020) (SR-DTC-2020-016).
\14\ Each of the CCF Entitlements and Allocations Files falls
into one of two categories (each, a ``File Category''): (i) pre-
allocation (``Pre-Allocation CCF Files''), which includes files
containing a Participant's allocation projections and entitlements,
or (ii) allocation/post-allocation (``Allocation/Post-Allocation CCF
Files''), which includes files containing information on a
Participant's allocations and pending allocations. See Important
Notice 13851-20 (August 27, 2020), available at https://www.dtcc.com/legal/important-notices.
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Many Participants completed their adoption of ISO 20022 messaging
for entitlements and allocations information, and their migration from
the CCF Entitlements and Allocations Files, before the January 1, 2022
retirement date. However, some Participants had not completed their
system development for the ISO 20022 messaging requested that DTC
continue to offer the CCF Entitlements and Allocations Files for
another year. Accordingly, on December 29, 2021, DTC filed a rule
change (``2022 CCF Retirement Filing'') \15\ to postpone the retirement
date of the CCF Entitlements and Allocation Files to January 1, 2023,
and to charge Participants the $50,000 CCF File Fee for each File
Category of CCF Entitlements and Allocations Files that they consumed
between January 1, 2022 and December 31, 2022. The CCF File Fee was
charged to the Account of the Participant upon the Participant's first
receipt of CCF Entitlements and Allocations Files in a particular File
Category during 2022. The CCF File Fee covered all CCF Entitlements and
Allocations Files within that File Category during 2022.
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\15\ See Securities Exchange Act Release No. 93885 (December 30,
2021), 87 FR 528 (January 5, 2022) (SR-DTC-2021-018).
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As discussed in the 2021 and 2022 CCF Retirement Filings, DTC has
been informing Participants that corporate actions CCF files \16\ will
be retired and will be replaced by ISO 20022 messaging since 2011.\17\
As noted above, ISO 20022 messaging offers enhanced efficiency and
transparency in the corporate action lifecycle because, in contrast to
the proprietary function and activity codes of CCF Files, ISO 20022 is
a business-model-based standard for the development of messages for the
international financial services industry.
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\16\ There are three event groups for CCF files for corporate
actions. Participants subscribe to the CCF files for each event
group separately. The event groups are (i) distributions
(``Distributions''), such as cash and stock dividends, principal and
interest, and capital gain distributions; (ii) redemptions
(``Redemptions''), such as full and partial calls, final paydowns,
and maturities; and (iii) reorganizations (``Reorganizations''),
which include both mandatory and voluntary reorganizations such as
exchange offers, conversions, Dutch auctions, mergers, puts, reverse
stock splits, tender offers, and warrant exercises.
\17\ See Securities Exchange Act Release No. 63886 (February 10,
2011), 76 FR 9070 (February 16, 2011) (SR-DTC-2011-02) (indicating
that DTC would continue to support its legacy proprietary CCF files
until 2015).
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DTC has been working with Participants to specifically support
their orderly transition from CCF Entitlements and Allocations Files to
ISO 20022 messaging since 2013. DTC began providing Participants with
parallel entitlements and allocations ISO 20022 messaging in 2013
(Distributions), 2015 (Redemptions) and 2017 (Reorganizations). In
addition, since 2016,DTC had been communicating with Participants about
the deadline for retirement of the CCF Entitlements and Allocation
Files and postponed the projected retirement date multiple times.\18\
Until the 2021 CCF Retirement Filing, DTC had not imposed a fee on
Participants' continued use of CCF Entitlements and Allocations Files.
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\18\ See Important Notice 2538-16 (January 21, 2016), supra note
15; Important Notice 4381-16 (November 4, 2016), supra note 15;
Important Notice 5099-17 (February 2017), supra note 15; Important
Notice 7488-18 (February 28, 2018), supra note 15; Important Notice
9861-18 (October 9, 2018), supra note 15.
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B. Proposed Rule Change
Almost all Participants have now successfully migrated from CCF
Entitlements and Allocations Files to ISO 20022 messaging. There are,
however, a few Participants that have indicated to DTC that, for
reasons internal to their respective firms, they would not be able to
complete their migration by the end of 2022.
Therefore, pursuant to this proposed rule change, DTC would
postpone the retirement date of the CCF Entitlements and Allocation
Files to July 1, 2024, and would continue to charge each Participant
the CCF File Fee of $50,000 for each File Category of CCF Entitlements
and Allocations Files that it consumes during each of the following fee
periods (each, a ``Fee Period''): (i) from January 1, 2023 through
December 31, 2023, and (ii) from January 1, 2024 through June 30, 2024.
The CCF File Fee would be charged to the Account of the Participant,
upon the Participant's first receipt of CCF Entitlements and
Allocations Files in a particular File Category during that specific
Fee Period. The CCF File Fee would cover all CCF Entitlements and
Allocations Files within that File Category during that Fee Period.
Pursuant to the proposed rule change, DTC would amend the
description of the CCF File Fee in the Fee Guide to conform with the
proposed rule change. DTC would also amend the Reorganizations Guide to
reflect the July 1, 2024, retirement date for CCF Entitlements and
Allocations Files. Specifically, in the ``Preparing to Use the
Services'' subsection of the ``How Reorganizations Work'' section of
the Reorganizations Guide, DTC is proposing to replace ``*CCF files
associated with entitlements and allocations will be retired as of
January 1, 2023'' with ``*CCF files associated with entitlements and
allocations will be retired as of July 1, 2024.''
Implementation Date
DTC will implement the proposed changes on January 1, 2023. DTC
will announce the implementation date of the proposed rule change in an
Important Notice posted on its website.
As proposed, a legend would be added to the Reorganizations Guide
and the Fee Guide stating there are changes that became effective upon
filing with the Commission but have not yet been implemented. The
proposed legend also would include that the implementation date will be
January 1, 2023. In addition, the proposed legend would state that the
legend would automatically be removed upon the implementation of the
proposed changes.
2. Statutory Basis
Section 17A(b)(3)(F) of the Act requires, in part, that the Rules
be designed to promote the prompt and
[[Page 79391]]
accurate clearance and settlement of securities transactions.\19\
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\19\ 15 U.S.C. 78q-1(b)(3)(F).
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The proposed rule change would amend the Reorganizations Guide to
provide Participants with the option to use Automated Instruction
Messaging for withdrawal instructions for ATOP Offers. As discussed
above, Automated Instruction Messaging provides greater straight-
through processing, improved accuracy, more efficient integration
channels and less processing risk than nonautomated processing.
DTC believes that the proposed rule change to amend the
Reorganizations Guide to make technical and clarifying changes would
enhance the clarity and transparency of the Reorganizations Guide. By
enhancing the clarity and transparency of the Reorganizations Guide,
the proposed rule change would allow Participants to more efficiently
and effectively conduct their business in connection with processing
reorganization events and associated securities transactions. Based on
the foregoing, DTC believes that the proposed rule change is designed
to promote the prompt and accurate clearance and settlement of
securities transactions, consistent with section 17A(b)(3)(F) of the
Act, cited above.
In addition, the proposed rule change would (i) postpone the
retirement of CCF Entitlements and Allocations Files to July 1, 2024,
and (ii) continue the application of a CCF File Fee of $50,000 to
Participants that continue to consume CCF Entitlements and Allocations
Files after December 31, 2022. By postponing the retirement of CCF
Entitlements and Allocations Files to July 1, 2024, the proposed rule
change would allow Participants to minimize potential business
interruptions by undertaking an orderly and organized migration from
CCF files to the more efficient ISO 20022 standard. Similarly, by
continuing to charge a CCF File Fee of $50,000 to those Participants
that continue to receive CCF Entitlements and Allocations Files after
December 31, 2022, the proposed rule change would encourage the few
remaining Participants still utilizing CCF Entitlements and Allocations
Files to accelerate system development and their adoption of the ISO
20022 standard. In this manner, the proposed rule change would
encourage and facilitate the transition to the ISO 20022 standard,
which provides efficiencies and enhanced transparency in processing
corporate actions and the settlement activities related thereto.
Accordingly, DTC believes that the proposed rule change would promote
the prompt and accurate clearance and settlement of securities
transactions, consistent with the requirements of 17A(b)(3)(F) of the
Act, cited above.
Section 17A(b)(3)(D) of the Act requires that the Rules provide for
the equitable allocation of reasonable dues, fees, and other charges
among its Participants.\20\ DTC believes that the proposed rule change
to continue to apply the $50,000 CCF File Fee to Participants that
continue to consume CCF Entitlements and Allocations Files after
December 31, 2022 would provide for the equitable allocation of
reasonable fees.
---------------------------------------------------------------------------
\20\ 15 U.S.C. 78q-1(b)(3)(D).
---------------------------------------------------------------------------
DTC believes that the proposed application of the CCF File Fee
would be equitably allocated because the CCF File Fee (i) would only be
charged to those Participants that have delayed their migration from
CCF Entitlements and Allocations Files beyond December 31, 2022 \21\
and (ii) would be applied in accordance with the Participant's use of a
particular File Category during a specific Fee Period.
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\21\ As noted above, DTC has been communicating with
Participants about the migration from CCF files to the ISO 20022
standard for corporate actions events since 2011. Since 2013, DTC
has been communicating with Participants about targeted retirement
dates for CCF Entitlements and Allocations Files and has, at the
request of Participants, postponed the projected dates numerous
times.
---------------------------------------------------------------------------
Further, DTC believes that the continued application of the $50,000
CCF File Fee would be reasonable. As discussed above, Participants that
did not complete their migration to ISO 20022 by January 1, 2021, or
January 1, 2022, were charged the $50,000 CCF File Fee for each File
Category of CCF Entitlements and Allocations Files that they consumed
during each calendar year. Most Participants have now completed their
migration, which DTC believes is due, in part, to the application of
the CCF File Fee. Based on this prior experience with the CCF File Fee,
DTC believes that the CCF File Fee in the amount of $50,000 provides
the necessary encouragement for Participants to accelerate their system
development for their adoption of the ISO 20022 standard for
entitlements and allocations information.\22\ Further, during the prior
applications of the CCF File Fee to CCF Entitlements and Allocations
Files, DTC had not received any negative feedback from Participants
that suggested that the $50,000 fee was overly burdensome.
---------------------------------------------------------------------------
\22\ The CCF File Fee is not designed to cover costs incurred by
DTC as a result of continuing to service CCF files.
---------------------------------------------------------------------------
Therefore, DTC believes that the proposed rule change regarding the
CCF File Fee provides for the equitable allocation of reasonable dues,
fees, and other charges among its Participants, consistent with
17A(b)(3)(D) of the Act, cited above.
(B) Clearing Agency's Statement on Burden on Competition
DTC believes that the proposed rule change to provide Participants
with the option to use Automated Instruction Messaging for withdrawal
instructions for ATOP Offers would not have any impact on competition.
Because Automated Instruction Messaging is an optional service that
would be available to all Participants in connection with ATOP Offers,
DTC does not believe that the proposed rule change would impose a
burden on competition.\23\ In addition, DTC believes that the proposed
rule change to make technical and ministerial changes to the
Reorganizations Guide, would not have any impact on competition because
it would merely enhance the clarity of the procedures relating to ATOP
Offers. In light of the foregoing, DTC does not believe that the
proposed rule changes would impose a burden on competition.\24\
---------------------------------------------------------------------------
\23\ 15 U.S.C. 78q-1(b)(3)(I).
\24\ Id.
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DTC believes that the proposed rule change with respect to
postponing the retirement of CCF Entitlements and Allocations Files to
July 1, 2024 would not have any impact on competition. The proposed
rule change would provide any Participant that has not completed its
migration from CCF Entitlements and Allocation Files with additional
time to complete its testing and development of its systems and
finalize the transition to ISO 20022 messaging. Therefore, DTC believes
that the proposed rule change with respect to postponing the retirement
of CCF Entitlements and Allocations Files to July 1, 2024 would not
have a burden on competition.\25\
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\25\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------
DTC believes that the proposed rule change with respect to amending
the Fee Guide to continue to apply the CCF File Fee to Participants
that continue to consume CCF Entitlements and Allocations Files after
December 31, 2022 could have an impact on competition because it could
create a burden on competition.\26\ Although the proposed application
of the CCF File Fee is designed to incentivize Participants to
accelerate and complete their adoption of the ISO 20022 standard, DTC
recognizes and appreciates that continuing to charge
[[Page 79392]]
the fee could negatively affect such Participants' operating costs.
However, DTC believes that any burden on competition would not be
significant and would be necessary and appropriate in furtherance of
the purposes of the Act, as permitted by 17A(b)(3)(I) of the Act.\27\
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\26\ Id.
\27\ Id.
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DTC believes any burden on competition would not be significant
because (i) the fee would only be charged once per File Category, upon
the Participant's first receipt of CCF Entitlements and Allocations
Files for a File Category during a particular Fee Period, and (ii) the
application of the CCF File Fee for a File Category would cover the
consumption of all CCF Entitlements and Allocations Files within that
File Category during that Fee Period. In addition, based on DTC's prior
use of the CCF File Fee for CCF Entitlements and Application Files, DTC
has no indication that the amount of the fee creates a significant
burden on any Participant.
DTC believes that any burden on competition that may be created by
the proposed change to amend the Fee Guide to continue to apply the CCF
File Fee to Participants that continue to consume CCF Entitlements and
Allocations Files after December 31, 2022 would be necessary and
appropriate in furtherance of the purposes of the Act, as permitted by
17A(b)(3)(I) of the Act.\28\ DTC believes that this proposed change
would be necessary because some Participants have yet to adopt the ISO
20022 standard, despite at least nine years of communication and
prompting on the issue.\29\ As noted above, the ISO 20022 standard
provides efficiencies and enhanced transparency in processing corporate
actions and the settlement activities related thereto. Thus, DTC
believes that the proposed rule change would promote the prompt and
accurate clearance and settlement of securities transactions,
consistent with 17A(b)(3)(F) of the Act.\30\
---------------------------------------------------------------------------
\28\ Id.
\29\ See supra notes 17 and 18.
\30\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------
DTC believes that the proposed rule change to continue to apply the
CCF File Fee to Participants that continue to consume CCF Entitlements
and Allocations Files after December 31, 2022 would be appropriate in
furtherance of the purposes of the Act, as permitted by 17A(b)(3)(I) of
the Act.\31\ As discussed above, Participants that did not complete
their migration to ISO 20022 by January 1, 2021 or by January 1, 2022
were charged the $50,000 CCF File Fee for each File Category of CCF
Entitlements and Allocations Files that they consumed during the each
calendar year. Most Participants have now completed their migration,
which DTC believes is due, in part, to the application of the $50,000
CCF File Fee. DTC's prior experience with the $50,000 CCF File Fee
illustrates that a $50,000 CCF File Fee provides the necessary
encouragement for Participants to accelerate their system development
for the full adoption of the ISO 20022 standard. Further, during the
previous application of the CCF File Fee to CCF Entitlements and
Allocations Files, DTC had not received any negative feedback from
Participants that suggested that the $50,000 fee was overly burdensome.
Accordingly, DTC believes that the continued application of the $50,000
CCF File Fee would be appropriate here in order to incentivize the
remaining Participants to accelerate their migration to the ISO 20022
standard. In addition, as discussed above, DTC believes that the
proposed continued application of the CCF File Fee would be equitably
allocated because the CCF File Fee (i) would only be charged to those
Participants that have delayed their migration from CCF Entitlements
and Allocations beyond December 31, 2022, and (ii) would be applied in
accordance with the Participant's use of a particular File Category
during a specific Fee Period.
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\31\ 15 U.S.C. 78q-1(b)(3)(I).
---------------------------------------------------------------------------
Therefore, for these reasons, DTC believes that a perceived
competitive burden of the proposed rule change to continue to apply the
CCF File Fee to Participants that continue to consume CCF Entitlements
and Allocations Files after December 31, 2022, would be necessary and
appropriate in furtherance of the purposes of the Act, as permitted by
17A(b)(3)(I) of the Act.\32\
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\32\ Id.
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
DTC has not received or solicited any written comments relating to
this proposal. If any written comments are received, 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 https://www.sec.gov/regulatory-actions/how-to-submit-comments. 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
[email protected] 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
19(b)(3)(A) \33\ of the Act and paragraph (f) \34\ 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.
---------------------------------------------------------------------------
\33\ 15 U.S.C. 78s(b)(3)(A).
\34\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-DTC-2022-013 on the subject line.
Paper Comments
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-2022-013. 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 (https://www.sec.gov/rules/sro.shtml).
Copies of the
[[Page 79393]]
submission, all subsequent amendments, all written statements with
respect to the proposed rule change that are filed with the Commission,
and all written communications relating to the proposed rule change
between the Commission and any person, other than those that may be
withheld from the public in accordance with the provisions of 5 U.S.C.
552, will be available for website viewing and printing in the
Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of DTC and on DTCC's website
(https://dtcc.com/legal/sec-rule-filings.aspx). 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-2022-013 and should be submitted on
or before January 17, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
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\35\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-28080 Filed 12-23-22; 8:45 am]
BILLING CODE 8011-01-P
