[Federal Register Volume 85, Number 54 (Thursday, March 19, 2020)]
[Notices]
[Pages 15837-15841]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-05679]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88380; File No. SR-DTC-2020-005]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
To Amend the DTC Fee Guide To Add Fees Relating to the Provision of 
Status Information for Institutional Transactions to a Matching Utility

March 13, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on March 6, 2020, 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\ The Commission is 
publishing this notice to solicit comments on the proposed rule change 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change of DTC is attached hereto as Exhibit 5. 
The proposed rule change would amend the Guide to the DTC Fee Schedule 
(``Fee Guide'') \4\ to add a fee and other charge relating to the 
provision of status information (``Status Information'') for 
institutional transactions in Eligible Securities (``Institutional 
Transactions'') \5\ to an entity providing a matching service \6\ 
(``Matching Utility''), as described below.
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    \4\ Each capitalized term not otherwise defined herein has its 
respective meaning as set forth in the Fee Guide and the Rules, By-
Laws and Organization Certificate of DTC (the ``Rules''), available 
at http://www.dtcc.com/legal/rules-and-procedures.aspx.
    \5\ An Institutional Transaction is a securities transaction 
between a broker-dealer and its institutional customer (e.g., sell-
side firms, buy-side institutions, and custodians).
    \6\ A ``matching service'' is an electronic service to match 
trade information, centrally, between a broker-dealer and its 
institutional customer. The matching service intermediary matches 
(i.e., reconciles) trade information from the counterparties to an 
Institutional Transaction, to generate an affirmed transaction 
(``Affirmed Transaction'') which is then used to provide settlement 
instructions for the Affirmed Transactions to the central securities 
depository, such as DTC, at which the Affirmed Transaction settles. 
See Securities Exchange Act Release No. 39829 (April 6, 1998), 63 FR 
17943 (April 13, 1998) at 17946 (providing interpretive guidance on 
types of entities that may provide a matching service).
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    Pursuant to an approved DTC rule change (``Status Information Rule 
Change''),\7\ DTC will implement changes to the DTC Settlement Service 
Guide \8\ (``Settlement Guide'') to allow DTC to provide Status 
Information for an Institutional Transaction to a Matching Utility. 
Upon implementation of the Status Information Rule Change, the related 
amendment to the Settlement Guide will allow the Matching Utility to 
further provide the Status Information to the counterparties to an 
Institutional Transaction to facilitate coordination of

[[Page 15838]]

the resolution of a processing exception (``Exception'') between the 
counterparties. Pursuant to the Status Information Rule Change, the 
Status Information Rule Change will become effective upon the filing of 
the amendment to the Fee Guide proposed herein, and therefore would 
become effective upon the filing of the of proposed rule change.
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    \7\ See Securities Exchange Act Release No. 86589 (August 7, 
2019), 84 FR 40107 (August 13, 2018) (SR-DTC-2018-010).
    \8\ Available at http://www.dtcc.com/~/media/Files/Downloads/
legal/service-guides/Settlement.pdf.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

    In its filing with the Commission, the clearing agency included 
statements concerning the purpose of and basis for the proposed rule 
change and discussed any comments it received on the proposed rule 
change. The text of these statements may be examined at the places 
specified in Item IV below. The clearing agency has prepared summaries, 
set forth in sections A, B, and C below, of the most significant 
aspects of such statements.

(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

1. Purpose
    The proposed rule change would amend the Fee Guide to add a fee and 
other charge relating to provision of Status Information for 
Institutional Transactions to a Matching Utility, as described below.
    Pursuant to the Status Information Rule Change, DTC will implement 
changes to the Settlement Guide to allow DTC to provide Status 
Information for an Institutional Transaction to a Matching Utility. 
Upon implementation of the Status Information Rule Change, the related 
amendment to the Settlement Guide will allow the Matching Utility to 
further provide the Status Information to the counterparties to an 
Institutional Transaction to facilitate coordination of the resolution 
of an Exception between the counterparties. Pursuant to the Status 
Information Rule Change, the Status Information Rule Change will become 
effective upon the filing of the amendment to the Fee Guide proposed 
herein, and therefore would become effective upon the filing of the 
proposed rule change.
Background
    DTC may accept Institutional Transactions from a Matching Utility 
that is (i) a clearing agency registered pursuant to Section 17A of the 
Act,\9\ (ii) an entity that has obtained an exemption from such 
registration from the Commission, or (iii) a ``qualified vendor'' for 
trade confirmation/affirmation services as defined by the rules of a 
self-regulatory organization.\10\
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    \9\ 15 U.S.C. 78q-1.
    \10\ See Settlement Guide, supra note 8 at 36, available at 
http://www.dtcc.com/legal/rules-and-procedures.
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    The submission of an Affirmed Transaction by the Matching Utility 
to DTC, on behalf of a Participant, constitutes the duly authorized 
instruction of the Participant to DTC to process the Affirmed 
Transaction in accordance with the Rules and Procedures.\11\
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    \11\ Id.
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    A transaction submitted to DTC for processing may be subject to a 
processing Exception, causing it to recycle in the DTC system or not be 
processed because the transaction does not satisfy certain requirements 
and/or controls set forth in the Rules and Settlement Guide.\12\ A 
Matching Utility that has submitted an Institutional Transaction to DTC 
or is otherwise involved with the matching of a transaction, does not 
receive Status Information regarding the transaction and is therefore 
unable to provide services to facilitate resolution of processing 
Exceptions occurring at DTC. Therefore, to resolve an Exception, the 
Participants to an Institutional Transaction must (i) access Status 
Information directly through the DTC Settlement User Interface and 
(ii), as necessary, supply the information to their customers that are 
counterparties to the transaction on their books, to facilitate the 
coordination of the resolution of the Exception among the 
counterparties. Pursuant to the Status Information Rule Change,\13\ DTC 
will implement changes to the Settlement Guide to allow DTC to provide 
Status Information for an Institutional Transaction to a Matching 
Utility. The proposal would allow the Matching Utility to further 
provide the Status Information to the counterparties to the 
Institutional Transaction to facilitate coordination of the resolution 
of Exceptions among counterparties.\14\ The Status Information Rule 
Change would provide that DTC may charge a fee (``Status Information 
Fee'') to a Matching Utility that receives Status Information as set 
forth in the DTC Fee Guide.\15\
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    \12\ See Settlement Guide, supra note 8, at 55-62 for addition 
information relating to recycling processing of transactions.
    \13\ See supra note 7.
    \14\ DTC has been informed by its Matching Utility affiliate, 
ITP Matching (US) LLC (``ITP''), that institutional clients are 
expected to realize enhanced efficiencies in terms of time for 
resolution of exceptions. This is due to the ability institutional 
clients would have through the matching utility to view exceptions 
in a central interface rather than having to obtain exception 
information separately by each DTC Participant they engage with for 
the matching of transactions. The proposed rule change would not 
change or have any effect on Participants' ability to continue to 
access Status Information directly through the DTC Settlement User 
Interface.
    \15\ See supra note 7.
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    In addition, pursuant to the Status Information Rule Change, DTC 
would develop the mechanism (``Non-Submitting Matching Utility 
Interface'') necessary for DTC to directly provide Status Information 
to a Matching Utility for each transaction submitted to DTC to which a 
customer of the Matching Utility is a party to the transaction and 
matched the transaction via the Matching Utility, regardless of whether 
or not that Matching Utility submitted the transaction to DTC, subject 
to (i) the agreement by the Matching Utility to pay DTC for the 
reasonable cost (``Status Information Development Charge'') to cover 
the development of the mechanism by DTC and (ii) the Matching Utility 
subscribing to receive Status Information, as described above. To the 
extent that the transaction is an interoperable transaction submitted 
to DTC by another Matching Utility, then to receive Status Information 
for the interoperable transaction, the Matching Utility would be 
required to submit an indicator to DTC for notifying DTC that a 
customer of the Matching Utility is a party to the transaction.
    Any Matching Utility that satisfies requirements set forth in the 
Status Information Rule Change may become a subscriber to receive 
Status Information. DTC is aware of three Matching Utilities, 
specifically Bloomberg STP LLC (``Bloomberg''), ITP and SS&C 
Technologies, Inc (``SS&C''), that would be eligible to subscribe to 
receive Status Information.\16\
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    \16\ In 2001, the Commission issued an order providing for 
exemption from registration as a clearing agency for ITP's 
predecessor. See Securities Exchange Act Release No. 44188 (April 
17, 2001), 66 FR 20494 (April 23, 2001) (600-32) (Global Joint 
Venture Matching Services--US, LLC; Order Granting Exemption from 
Registration as a Clearing Agency). In 2015, the Commission issued 
an order providing for exemption from registration as a clearing 
agency for both Bloomberg and SS&C. See Securities Exchange Act 
Release No. 76514 (November 24, 2015), 80 FR 75387 (December 1, 
2015) (600-33, 600-34) (Bloomberg STP LLC; SS&C Technologies, Inc.; 
Order of the Commission Approving Applications for an Exemption from 
Registration as a Clearing Agency; Notice).
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Proposed Rule Change
    Pursuant to the proposed rule change, DTC would amend the Fee Guide 
to implement the following fee and other charge, as follows:
    a. To cover the cost of providing a Matching Utility with Status 
Information, DTC would amend the Fee

[[Page 15839]]

Guide to add the Status Information Fee in the amount of $90,000 per 
year. The proposed Status Information Fee is structured to use a flat 
annual fee rather than a volume-based fee, because DTC's ongoing 
estimated support costs relating to providing Status Information to a 
Matching Utility are fixed and are not expected to fluctuate based on 
message volume. DTC expects to incur a unique cost of $90,000 annually 
for each Matching Utility that subscribes to receive Status Information 
and therefore the Status Information Fee would be charged on an annual 
basis to each Matching Utility that subscribes to receive Status 
Information in accordance with the Status Information Proposal.\17\
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    \17\ As mentioned above, the proposed Status Information Fee is 
structured to use a flat annual fee rather than a volume-based fee, 
because DTC's ongoing estimated support costs relating to providing 
Status Information to a Matching Utility are fixed and are not 
expected to fluctuate based on message volume. The cost assumptions 
used by DTC to calculate the Status Information Fee include direct 
technology costs to support the provision of Status Information to a 
Matching Utility, plus allocated costs based on anticipated indirect 
support. The direct technology costs include basic production 
support, as well as enhancements and maintenance required as part of 
ongoing production support. The allocated indirect costs are 
estimated using the actual indirect cost attribution for the 
Settlement business within DTC, including costs relating to product 
support, risk management, client support, infrastructure support and 
other internal support services.
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    b. DTC would amend the Fee Guide to add the Status Information 
Development Charge. The Status Information Development Charge would be 
listed in the Fee Guide as a one-time charge, charged ``At cost'',\18\ 
and would billed to a Matching Utility in the amount to cover the 
reasonable cost to DTC to develop a Non-Submitting Matching Utility 
Interface for the Matching Utility that agrees in writing 
(``Agreement'') to pay the Status Information Development Charge and 
subscribes to receive Status Information, as described above.\19\
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    \18\ ``At cost'' for this purpose means that the Status 
Information Development Charge would equal the total cost for DTC to 
establish the interface with respect to a given Matching Utility. In 
this regard, the amount of the Status Information Development Charge 
charged to a Matching Utility would be calculated based on actual 
cost to DTC to establish the interface once the total development 
and testing of the interface for the Matching Utility is complete 
and the actual cost to DTC is known. DTC estimates the total cost to 
DTC to produce the Non-Submitting Matching Utility Interface for the 
first subscriber that requests it as approximately $300,000. This 
cost estimate is based on estimated costs to DTC related to 
applications development, end to end functional testing, user 
acceptance testing and performance testing. However, costs to DTC 
could vary depending in part on specifications requested by the 
Matching Utility and the variability in development expenses over 
time. If DTC's calculation of the Status Information Development 
Charge for any Matching Utility materially differs in an amount 
greater than the estimate of $300,000 stated above, DTC would submit 
a proposed rule change that includes a new estimate.
    \19\ The Agreement would include any related terms and 
conditions as negotiated between DTC and the Matching Utility and be 
accompanied by a statement of work prepared by DTC that outlines 
work to be performed by DTC to develop the interface and includes an 
estimate of the related costs used by DTC to calculate the Status 
Information Development Charge.
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    DTC believes that the cost to DTC to establish access to the Non-
Submitting Matching Utility Interface for a second or subsequent 
Matching Utility that subscribes once the interface has been 
established may be substantially less than the initial development 
cost. Therefore, the Status Information Development Charge charged to a 
second or subsequent Matching Utility that requests access to the 
interface may be lower than the Status Information Development Charge 
charged to the initial Matching Utility that requests the initial 
development of the Non-Submitting Matching Utility Interface. This 
presumes that DTC would be able to leverage prior work done by it to 
establish the interface and depends in part on specifications requested 
by a Matching Utility and the variability in development expenses over 
time. In this regard, the Status Information Development Charge charged 
to a Matching Utility would reflect the actual cost to DTC to provide 
that Matching Utility with access to the Non-Submitting Matching 
Utility Interface, including, but not limited to, as applicable, taking 
into account available cost reductions resulting from DTC's prior 
development of the Non-Submitting Matching Utility Interface with 
respect to the initial requester and additional development and testing 
costs incurred by DTC in order to meet specifications requested by the 
Matching Utility.
Implementation Timeframe
    The proposed rule change would become effective upon filing with 
the Commission.
2. Statutory Basis
    Section 17A(b)(3)(F) \20\ of the Act requires that the rules of the 
clearing agency be designed, inter alia, to promote the prompt and 
accurate clearance and settlement of securities transactions. DTC 
believes that the proposed rule change is consistent with this 
provision because the proposed fees would offset costs incurred by DTC 
in providing Status Information to Matching Utilities. As described 
above, the Status Information Fee is designed to cover the costs to DTC 
for the continued offering of Status Information to a Matching Utility 
and the Status Information Development Charge is designed to cover the 
costs to DTC for development of the Non-Submitting Matching Utility 
Interface.
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    \20\ 15 U.S.C. 78q-1(b)(3)(F).
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    By allowing DTC to cover the costs associated with providing Status 
Information to Matching Utilities, the proposed rule change would 
facilitate the distribution of information on Exceptions to these 
parties. This distribution of Status Information would allow for 
enhanced communication among the parties to an Eligible Transaction to 
address an Exception so that the Eligible Transaction may be processed. 
Therefore, by allowing DTC to cover its costs associated with its 
facilitating the distribution of Status Information to a Matching 
Utility, and thereby facilitating the ability of a Matching Utility to 
provide this information to the applicable parties to an Eligible 
Transaction that may address related Exceptions and resolve related 
issues so that a transaction may be processed for settlement, DTC 
believes that the proposed rule change would promote the prompt and 
accurate clearance and settlement of securities transactions consistent 
with Section 17A(b)(3)(F) of the Act.\21\
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    \21\ Id.
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    Section 17A(b)(3)(D) \22\ of the Act requires that the rules of the 
clearing agency provide for the equitable allocation of reasonable 
dues, fees, and other charges among its participants. The Status 
Information Fee and Status Information Development Charge proposed 
herein are not participant fees but rather would be charged to Matching 
Utilities. Nonetheless, DTC believes that the proposed rule change 
would provide for the equitable allocation of reasonable fees among 
Matching Utilities that subscribe to receive Status Information.
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    \22\ 15 U.S.C. 78q-1(b)(3)(D).
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    As described in Item II.(A) above, the proposed Status Information 
Fee is structured to use a flat annual fee rather than a volume-based 
fee, because DTC's ongoing estimated support costs relating to 
providing Status Information to a Matching Utility are fixed and are 
not expected to fluctuate based on message volume. As described in Item 
II.(A) 1. above, the cost assumptions used by DTC to calculate the 
Status Information Fee include direct technology costs to support the 
provision of Status Information to a Matching Utility, plus allocated 
costs based on anticipated indirect support. The direct costs are based 
on required technology support

[[Page 15840]]

for the new service. The allocated indirect costs are estimated using 
the actual indirect cost attribution for the Settlement business within 
DTC. DTC believes the proposed flat fee would be equitably allocated 
because it would require a Matching Utility to pay DTC a fee for the 
cost DTC believes would be directly attributable to the Matching 
Utility's request to receive Status Information, as described 
above.\23\ DTC believes the proposed Status Information Fee is 
reasonable because, as described above, it is based the actual direct 
and attributed costs DTC expects to incur by providing the information 
to a Matching Utility that subscribes to receive it consistent with 
Section 17(A)(b)(3)(D) of the Act.\24\
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    \23\ If the fee was structured differently, such as by using a 
volume-based fee, it is possible that a Matching Utility could be 
charged less or more than the actual cost for DTC to provide the 
service to that Matching Utility, which DTC believes would not be 
equitable, because by DTC establishing the fee using a volume-based 
structure, a Matching Utility could end up paying total fees that 
are higher or lower than those paid by another Matching Utility for 
a product that costs DTC the same amount to provide to the Matching 
Utility, regardless of the transaction volume associated with the 
Matching Utility.
    \24\ 15 U.S.C. 78q-1(b)(3)(D).
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(B) Clearing Agency's Statement on Burden on Competition

    DTC believes that the proposed changes to the Fee Schedule could 
impose a burden on competition because it would implement a new fee and 
a new charge payable by a Matching Utility that subscribes for a 
voluntary service to receive Status Information from DTC, thereby 
potentially creating costs to a Matching Utility not previously charged 
for a voluntary service not previously provided.
    DTC believes the primary benefit a Matching Utility would realize 
from its receipt of Status Information from DTC would be the added 
value the Matching Utility could provide in its services to its 
customers through the reduction of costs to those customers, as 
described below. In this regard, if the Status Information received by 
a Matching Utility from DTC was provided by the Matching Utility to its 
customers, it would facilitate the ability of customers of the Matching 
Utility to efficiently monitor and resolve Exceptions by accessing 
Status Information from a centralized point of access as opposed to 
through multiple entities. In this regard, DTC does not believe that 
any burden on competition imposed by the proposed changes to the Fee 
Schedule would be significant in relation to the benefit a Matching 
Utility could realize by receiving Status Information from DTC. By 
allowing DTC to meet its costs in providing Status Information to a 
Matching Utility in a centralized format, as described above, the 
proposed rule change would allow DTC to provide Status Information to a 
Matching Utility, which would facilitate the Matching Utility's ability 
to provide its customers with enhanced value in its services, by 
facilitating reductions in costs incurred by the Matching Utility's 
customers regarding the monitoring of Exceptions by providing a 
centralized point of access to Status Information rather than receiving 
information through multiple entities.
    DTC believes that any burden on competition that is created by the 
proposed changes to the Fee Schedule would be necessary and appropriate 
in furtherance of the purposes of the Act,\25\ as described below.
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    \25\ 15 U.S.C. 78q-1(b)(3)(I).
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    Any burden on competition that is created by the proposed rule 
changes would be necessary in order to facilitate DTC's ability to 
provide Status Information to Matching Utilities, as described above, 
which would facilitate the prompt and accurate clearance and settlement 
of related transactions, as described in Item II.(A) 2. above.
    DTC believes that any burden on competition imposed by the proposed 
changes to the Fee Schedule would be appropriate because (i) the Status 
Information Fee and Status Information Development Charge relate to the 
use by a Matching Utility of a voluntary service of DTC and (ii)(a) the 
Status Information Fee would only be billed to a Matching Utility that 
subscribes to receive Status Information and (b) the Status Information 
Development Charge would only be charged to a Matching Utility that 
requests that DTC develop a Non-Submitting Matching Utility Interface 
for the Matching Utility and agrees in writing to pay the charge and 
subscribes to receive Status Information, as described above.
    DTC does not believe the proposed rule change would unduly 
disadvantage one Matching Utility versus another, because if a Matching 
Utility does not believe Status Information would provide it, or its 
customers, with enough benefit under its own business model, it could 
choose not to subscribe and not incur the costs of fees proposed above.

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    Written comments relating to this 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 rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \26\ and paragraph (f) of Rule 19b-4 
thereunder.\27\ At any time within 60 days of the filing of the 
proposed rule change, the Commission summarily may temporarily suspend 
such rule change if it appears to the Commission that such action is 
necessary or appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of the Act.
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    \26\ 15 U.S.C. 78s(b)(3)(A).
    \27\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-DTC-2020-005 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-2020-005. 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 (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 website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official

[[Page 15841]]

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 (http://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-2020-005 
and should be submitted on or before April 9, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(12).
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Matthew J. DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-05679 Filed 3-18-20; 8:45 am]
 BILLING CODE 8011-01-P


