[Federal Register Volume 86, Number 210 (Wednesday, November 3, 2021)]
[Notices]
[Pages 60721-60725]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-23918]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93442; File No. SR-DTC-2021-015]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
To Amend DTC's Procedures and Make Clarifying Changes to the DTC Rules

October 28, 2021.
    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 October 18, 2021, 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)(6) thereunder.\4\ The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change consists of amendments to the DTC Rules, 
By-Laws and Organization Certificate (``Rules'') in order to (i) amend 
and clarify certain notice provisions relating to proposed rule changes 
and changes to DTC's Procedures, (ii) eliminate obsolete Rules, and 
(iii) make technical and clarifying changes to the Rules, as discussed 
more fully below.\5\
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    \5\ Each term not otherwise defined herein has its respective 
meaning as set forth in the Rules, which includes, but is not 
limited to, the By-Laws of DTC (``By-Laws''), available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

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

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

1. Purpose
    The purpose of the proposed rule change is to (i) amend and clarify 
certain notice provisions relating to proposed rule changes and changes 
to DTC's Procedures, (ii) eliminate obsolete Rules, and (iii) make 
technical and clarifying changes to the Rules, as discussed more fully 
below.
(i) Amend and Clarify Certain Notice Provisions
    Pursuant to the proposed rule change, DTC would amend and clarify 
certain notice provisions relating to proposed rule changes and changes 
to DTC's Procedures. Specifically, in Rule 19 (Notice of Proposed Rule 
Changes), DTC is proposing to replace ``immediately'' with ``promptly'' 
in order to provide that DTC will promptly--but might not immediately--
notify Participants, Pledgees, and registered clearing agencies of any 
proposed rule changes. DTC is also proposing to delete the requirement 
in Rule 27 (Procedures) that DTC provide Participants and Pledgees with 
ten Business Days' notice of any amendment to the Procedures. DTC 
believes that the foregoing requirements are not necessary or practical 
because, as explained below, Participants and Pledgees (and registered 
clearing agencies, as applicable) are already provided adequate notice 
of any changes or proposed changes to DTC's Rules or Procedures through 
the rule change process.
    As a clearing agency registered with the Commission, DTC's Rules 
and Procedures are adopted and enforced pursuant to a clear framework 
under the Act. Under the rule change process, generally, before a 
proposed rule change may take effect, (i) the change and an explanatory 
statement must be filed with the Commission and posted by DTC on its 
website, (ii) notice of the filing and the substantive terms or 
description of the change must be published by the Commission in the 
Federal Register for public review and comment, and (iii) the 
Commission must approve the change (or the change must otherwise be 
permitted to take effect). DTC's Rules are filed with and reviewed by 
the Commission. As a clearing agency registered under Section 17A of 
the Act,\6\ a self-regulatory organization subject to Section 19 of the

[[Page 60722]]

Act,\7\ and a systemically important financial market utility under 
Title VIII of Dodd-Frank Wall Street Reform and Consumer Protection Act 
of 2010 (``Dodd-Frank''),\8\ DTC is required to follow: (i) A specified 
process \9\ whenever it proposes a new rule or a change or amendment to 
its Rules and (ii) a specified process \10\ whenever it proposes to 
make a change to its rules, procedures or operations that could 
materially affect the nature or level of risks presented by DTC.
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    \6\ 15 U.S.C. 78q-1.
    \7\ 15 U.S.C. 78s.
    \8\ 12 U.S.C. 5465(e)(1).
    \9\ This process is set forth in Section 19(b) of the Exchange 
Act and Exchange Act Rule 19b-4. 15 U.S.C. 78s(b) and 17 CFR 
240.19b-4.
    \10\ This process is set forth in Section 806(e) of Dodd-Frank 
and Exchange Act Rule 19b-4. 12 U.S.C. 5465(e) and 17 CFR 240.19b-4.
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    These rule change processes provide notice to Participants, 
Pledgees, and registered clearing agencies, among others, and provide 
an opportunity for those parties to comment on such changes. Rule 19b-4 
under the Act requires that DTC post any rule change proposals on its 
website within two business days after the filing of a proposed rule 
change,\11\ post any rule changes that are approved by the Commission 
within two business days after it has been notified of the Commission's 
approval \12\ and post any rule change within two business days of the 
Commissions notice of such proposed change for rule changes that are 
effective upon filing.\13\ DTC complies--and will continue to comply--
with such notice requirements which it believes are adequate.
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    \11\ 17 CFR 240.19b-4(l).
    \12\ 17 CFR 240.19b-4(m)(2).
    \13\ Id.
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    In terms of technical changes that relate to the notice provisions, 
DTC is proposing to amend the language in Rule 19 to (i) more closely 
align with the SEC's interpretation \14\ of the requirement for a 
clearing agency to provide for the fair representation of its 
members,\15\ and (ii) clarify that DTC will notify Participants, 
Pledgees and registered clearing agencies of any rule change proposals 
by posting the proposal on the DTC website.\16\ Further, in order to 
clarify that Pledgees are bound by Procedures in the same manner they 
are bound to the Rules, DTC is proposing to add ``Pledgee'' to the 
third sentence of Rule 27.\17\
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    \14\ See Securities Exchange Act Release No. 16900 (June 17, 
1980), 20 FR 415 (July 1, 1980) (``Clearing agencies, however, 
should incorporate in their rules a procedure pursuant to which 
participants and registered clearing agencies will normally receive 
the text or a brief description of the proposed rule and its purpose 
and effect in sufficient time, in view of the date by which the 
Commission may be expected to act upon the filing, to permit the 
participants and registered clearing agencies to comment to the 
Commission'') (emphasis added).
    \15\ 15 U.S.C. 78q-1(b)(3)(C).
    \16\ Pursuant to the proposed rule change, DTC would add the 
defined terms ``DTC Website'' and ``DTCC'' to Section 1 of Rule 1 
(Definitions; Governing Law). ``DTC Website'' would be defined as 
``any URL (Uniform Resource Locator) designated by the Corporation 
from time to time which may include DTCC's website at https://www.dtcc.com.'' ``DTCC'' would be defined as ``The Depository Trust 
& Clearing Corporation.''
    \17\ As a ministerial correction to Rule 27, DTC is also 
proposing to replace the term ``DTC officer'' with ``officer of the 
Corporation.''
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(ii) Eliminate Obsolete Rules
    DTC periodically reviews the Rules for accuracy and applicability. 
In the most recent review, DTC identified the following two Rules for 
removal from the Rules.
A. Rule 8 (Deliveries of Notifications Among Participants and Pledgees)
    DTC is proposing to remove Rule 8 from the Rules because the 
subject delivery service is no longer utilized by Participants and 
Pledgees. Rule 8 provides that DTC will accept deliveries of hard copy 
confirmations, advices and other records from a Participant or Pledgee 
that are addressed to another Participant or Pledgee at its offices. 
DTC, in turn, will make the hard-copy documents available to the 
addressee.
    Rule 8 has appeared in the Rules, in its current form, since at 
least 1980.\18\ Rule 8 relates back to a time when physical securities 
processing and the associated documentation were only in hardcopy form. 
It is DTC's understanding that, as technology started to advance, 
including, but not limited to the automation and availability of data 
files, Participants and Pledgees began using other means, including 
electronic or computer-generated messaging, to communicate and exchange 
documentation relating to a securities transaction.
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    \18\ See DTC CA-1 Application for Permanent Registration as a 
Clearing Agency, dated December 15, 1980 (File 600-1) at page 594.
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    No Participant or Pledgee has used DTC facilities to deliver 
hardcopy documents to other Participants and Pledgees in several years. 
DTC is not aware of any Participant or Pledgee that has expressed 
interest in doing so. Therefore, DTC is proposing to remove Rule 8 from 
the Rules and reflect that the Rule number is reserved for future use.
B. Rule 34 (EB Collateral Positioning)
    DTC is proposing to remove Rule 34 from the Rules because, as 
explained below, the predicate service operated by Euroclear Bank SA/NV 
(``EB'') is no longer being offered. In 2016, DTC filed a rule filing 
with the Commission to add Rule 34 to the Rules.\19\ The purpose of 
Rule 34 was to establish a free-of-payment (``FOP'') Participant 
Account for EB at DTC \20\ and to provide Participants with a framework 
for positioning securities they held at DTC for collateral transfers on 
the books of EB in connection with EB's collateral management services 
(``Collateral Positioning'').\21\ Rule 34 also reflects that EB would 
only accept deliveries of securities for Collateral Positioning from 
Participants that were also (i) participants of EB and (ii) users of 
DTCC Euroclear Global Collateral Ltd. (``DEGCL'') Inventory Management 
Service (``DEGCL IMS''). DEGCL was a United Kingdom joint venture of 
The Depository Trust & Clearing Corporation (``DTCC'') and Euroclear 
S.A./N.V. (``Euroclear''), formed for the purpose of offering global 
information, record keeping, and processing services for derivatives 
collateral transactions and other types of financing transactions. The 
DEGCL IMS service offered each user an automated mechanism for using 
the securities it held at DTC as collateral on the books of EB. DEGCL 
IMS was operated by EB and other entities in the Euroclear group, as 
the service provider to DEGCL, in accordance with the appropriate 
agreements among them and in compliance with applicable regulatory 
requirements. There was no direct relationship between DTC and DEGCL 
IMS. However, DTC understood that EB was acting as a service provider 
to DEGCL, and accordingly, that Rule 34 supported the DEGCL IMS 
service.
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    \19\ Securities Exchange Act Release No. 78358 (July 19, 2016), 
81 FR 48482 (July 25, 2016) (SR-DTC-2016-004).
    \20\ In 2019, EB applied and was approved by DTC for a delivery 
versus payment (``DVP'') Participant Account at DTC. In 2019, DTC 
filed a rule filing to make non-substantive changes to the Rule in 
order to reflect the change to the account structure of EB. See 
Securities Exchange Act Release No. 87474 (November 6, 2019), 84 FR 
61670 (November 13, 2019) (SR-DTC-2019-010).
    \21\ For a description of Collateral Positioning, see Securities 
Exchange Act Release No. 78358 (July 19, 2016), 81 FR 48482 (July 
25, 2016) (SR-DTC-2016-004).
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    On March 10, 2020, the DEGCL joint venture was dissolved.\22\ As a 
result, the DEGCL IMS service is no longer offered, rendering Rule 34 
obsolete. Accordingly, DTC is proposing to remove Rule 34 from the 
Rules and reflect that the Rule number is reserved for future use.
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    \22\ See Update on DTCC-Euroclear GlobalCollateral Joint 
Venture, available at https://www.dtcc.com/news/2020/january/14/update-on-dtcc-euroclear-globalcollateral-joint-venture.

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[[Page 60723]]

(iii) Other Technical and Clarifying Changes
A. Rule 22 (Right to Contest Decisions)
a. Clarify the Time Period for an Interested Person To Request a 
Hearing
    Rule 22 provides that a Participant or Pledgee, applicant to become 
a Participant or Pledgee or issuer of a Security, as the case may be 
(an ``Interested Person''), shall have an opportunity to be heard on 
any decision of DTC to take certain specified actions against such 
Interested Person.\23\ The Rule provides that the Interested Person 
``may request an opportunity to be heard by filing with the Secretary 
of [DTC], within the applicable time period specified by these Rules, a 
written request for a hearing . . . '' (emphasis added).\24\ The time 
period, five Business Days, is not expressly stated in Rule 22.\25\ 
Therefore, in order to enhance the transparency of the hearing process, 
DTC is proposing to amend Rule 22 to expressly reflect the five 
Business Day time period within which an Interested Person must file 
its request for a hearing under Rule 22.
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    \23\ See Section 1 of Rule 22, supra note 5 (stating that an 
Interested Person ``shall have an opportunity to be heard on any 
decision of the Corporation: (a) Which proposes to deny the 
applicant's application to become a Participant or Pledgee; (b) to 
cease to act for the Participant pursuant to Rule 10, 11 or 12; (c) 
to summarily suspend and close the Accounts of the Participant or 
Pledgee pursuant to the Exchange Act; (d) to terminate its agreement 
with the Pledgee, as provided in Section 3 of Rule 2; (e) which 
proposes to impose a disciplinary sanction pursuant to Rule 21; or 
(f) any determination of the Corporation that an Eligible Security 
shall cease to be such.'')
    \24\ See Section 2 of Rule 22, supra note 5.
    \25\ The five Business Day time period is specified in Rule 21, 
supra note 5 (``The sanction proposed may be imposed by the Chairman 
of the Board, the President or the Secretary unless, within five 
Business Days after notification of such proposed sanction, the 
Participant or Pledgee provides notice of its desire to contest the 
sanction, as provided in Rule 22.'') (emphasis added). See also 
Securities Exchange Act Release No. 57406 (February 29, 2008), 73 FR 
12236 (March 6, 2008) (SR-DTC-2007-06) (providing that ``an 
Interested Person has five business days from the date on which DTC 
first informs it of a sanction or a denial of membership in which to 
request a hearing.'').
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    Therefore, pursuant to the proposed rule change, DTC would amend 
Rule 22 to provide that an Interested Person may request an opportunity 
to be heard by filing with the Secretary of DTC, within five Business 
Days from the date on which DTC informed the Interested Person of an 
action or proposed action of DTC with respect to the Interested Person 
(or such other applicable time period specified by the Rules).
    In sum, DTC believes that by clarifying the DTC time period for an 
Interested Person to request a hearing, the proposed rule change would 
provide transparency for Participants with respect to their rights to a 
hearing under the Rules.
b. Align the DTC Process of Appointing a Hearing Panel With the NSCC 
Panel Selection Process
    Currently, Section 5 of Rule 22 provides that ``[a] hearing 
requested in connection with any matter which is not deemed a ``Minor 
Rule Violation'' as defined in Section 4 of this Rule, and any hearing 
requested in connection with an appeal of the decision of the Minor 
Rule Violation Panel, shall be before three members of a panel (a 
``Panel'') selected by the Chairman of the Board from a pool (a 
``Pool'') of Persons employed by or partners of Participants. Persons 
shall be appointed members of the Pool by the Board of Directors or the 
Chairman of the Board. Notwithstanding the above, the Panel shall not 
include any Person who had responsibility for the action or proposed 
action of the Corporation as to which the hearing relates.'' \26\
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    \26\ Supra note 5.
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    In contrast, Rule 37 of the National Securities Clearing 
Corporation (``NSCC'') Rules and Procedures (``NSCC Rules'') provides 
that the hearing would be before a panel of three individuals drawn 
from members of the Board of Directors or their designees, and that the 
members of the Panel would be selected by the Chairman of the Board. 
Further, in addition to excluding from the panel any individual who had 
responsibility for the action or proposed action of NSCC as to which 
the hearing relates, NSCC Rule 37 also excludes any individual 
representing the Interested Person against which the proposed action is 
to be taken.\27\
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    \27\ See Section 4 of NSCC Rule 37 (``A hearing on any matter 
not covered by Section 2 of this rule, or a further hearing 
requested pursuant to Section 2 shall be before a panel (hereinafter 
the ``Panel'') of three individuals drawn from members of the Board 
of Directors or their designees. The members of the Panel shall be 
selected by the Chairman of the Board. Notwithstanding the above, 
the Panel shall not include any individual representing the 
Interested Person against which the proposed action is to be taken, 
nor any person who had responsibility for the action or proposed 
action of the Corporation as to which the hearing relates.''). The 
NSCC Rules are available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
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    DTC believes that panel selection process set forth in NSCC Rule 37 
provides (i) a more straightforward and streamlined process than the 
current DTC process, which requires the additional step of selecting a 
Pool of potential panelists, a subset of which would then be selected 
for the Panel, and (ii) clearer guidance about avoiding conflicts of 
interests on the Panel. Further, DTC believes that aligning its Panel 
selection process with that of NSCC would provide enhanced efficiency 
for the DTC hearing process, as well as provide transparency and 
consistent treatment for Participants, particularly for a Participant 
that is a common member of NSCC that may have concurrent rights to a 
hearing under the Rules and the NSCC Rules.
    Accordingly, DTC is proposing to replace the first two paragraphs 
of Section 5 of Rule 22 with the following two paragraphs:

    A hearing requested in connection with any matter which is not 
deemed a ``Minor Rule Violation'' as defined in Section 4 of this 
Rule, and any hearing requested in connection with an appeal of the 
decision of the Minor Rule Violation Panel, shall be before three 
members of a panel (a ``Panel'') drawn from members of the Board of 
Directors or their designees. The members of the Panel shall be 
selected by the Chairman of the Board.
    Notwithstanding the above, the Panel shall not include any 
individual representing the Interested Person against which the 
proposed action will be taken, nor any Person who had responsibility 
for the action or proposed action of the Corporation as to which the 
hearing relates.
B. Align Rule 23 (Bills Rendered) With NSCC Rule 26 (Bills Rendered)
    Rule 23 (Bills Rendered) currently provides that ``[t]he 
Corporation shall render bills to Participants in the manner specified 
in the Procedures for charges on account of services provided or fines 
imposed.'' DTC is proposing to amend this Rule to align with NSCC Rule 
26 (Bills Rendered), which provides additional details about the 
process that is applicable to both DTC and NSCC.\28\ Specifically, DTC 
would amend Rule 23 to state that ``[t]he Corporation shall render 
bills to Participants for charges on account of services provided or 
fines imposed and shall charge their respective accounts with the 
amounts thereof on or before such date as determined by the Corporation 
from time to time.'' DTC believes that aligning the language of Rule 23 
with the analogous NSCC Rule 26 would provide transparency and 
consistent treatment of the rendering and payment of bills for 
Participants, in particular for Participants that are also members of 
NSCC.
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    \28\ NSCC Rule 26 provides, in relevant part, that ``[t]he 
Corporation will render bills to Members . . . for charges on 
account of the business of any month and will charge their 
respective accounts with the amounts thereof on or before such date 
as determined by the Corporation from time to time.'' Supra note 27.

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[[Page 60724]]

C. Replace References to Vice President With Executive Director
    In 2018, DTC determined that the title of ``Vice President'' should 
be replaced by the title ``Executive Director.'' \29\ DTC is proposing 
to amend the Rules to replace the term ``Vice President,'' which 
appears in Section 3 of Rule 1 and in Rule 28, with the term 
``Executive Director.''
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    \29\ Securities Exchange Act Release No. 82915 (March 20, 2018), 
83 FR 12970 (March 26, 2018) (SR-DTC-2018-001).
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D. Amend the By-Laws
    Pursuant to the proposed rule change, DTC is proposing to amend 
Article V of the By-Laws to expressly provide that designees of the 
Board of Directors have the power to interpret the Rules of DTC. This 
amendment would provide consistency across the overlapping Boards of 
Directors of the three DTCC registered clearing agencies, DTC, 
NSCC,\30\ and the Fixed Income Clearing Agency (``FICC'').\31\
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    \30\ NSCC Rule 47 provides, in part, ``The Board of Directors of 
the Corporation or their designee(s) shall have the authority to 
interpret the Rules of the Corporation.'' Supra note 27.
    \31\ Rule 47 of the Government Securities Division Rulebook of 
FICC (``FICC GSD Rules'') provides, in part, ``The Board of 
Directors of the Corporation or their designee(s) shall have the 
authority to interpret the Rules of the Corporation.'' The FICC GSD 
Rules are available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
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Implementation Timeframe
    DTC would implement the proposed changes no earlier than thirty 
(30) days after the date of filing, or such shorter time as the 
Commission may designate. As proposed, a legend would be added to the 
Rules stating there are changes that were effective upon filing but 
have not yet been implemented. The legend would also state that DTC 
would implement the proposed changes no earlier than thirty (30) days 
after the date of filing, or such shorter time as the Commission may 
designate. The proposed legend would state that the legend would 
automatically be removed upon the implementation of the proposed 
changes. DTC would announce the implementation date of the proposed 
changes by Important Notice posted to its website.
2. Statutory Basis
    Section 17A(b)(3)(F) of the Act requires, in part, that the Rules 
be designed to promote the prompt and accurate clearance and settlement 
of securities transactions.\32\
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    \32\ 15 U.S.C. 78q-1(b)(3)(F).
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    DTC believes that the proposed changes to amend and clarify certain 
notice provisions relating to proposed rule changes and changes to the 
Procedures would enhance the efficiency of DTC's process for notifying 
its Participants and Pledgees about changes to its Rules and 
Procedures. As discussed above in detail, DTC believes that 
Participants and Pledgees are already provided adequate notice of any 
rule changes, including changes to its Procedures, through the rule 
change process. As such, the requirements for DTC to immediately 
provide notice of any proposal it has made to change any Rule to 
provide ten Business Days' notice of changes to Procedures are 
impractical and unnecessary and therefore can negatively impact the 
efficiency of the process. Specifically, because DTC is already subject 
to--and complies with--the time periods required by the Act and Dodd 
Frank,\33\ DTC believes that self-imposed requirements to provide 
notice more quickly (in the case of proposed rule changes) or farther 
in advance (in case of changes to Procedures) than what is required by 
statute is unnecessary. In addition, DTC believes that the requirements 
are impractical because (i)(x) the requirement to immediately give 
notice requires DTC to coordinate an almost simultaneous submission of 
a proposed rule filing and notification to Participants, Pledgees, and 
registered clearing agencies, and (y) Participants, Pledgees, and 
registered clearing agencies would not be prejudiced by the delta 
between immediately and promptly; and (ii) the requirement to provide 
Participants and Pledgees notice of changes to Procedures ten Business 
Days in advance, especially when such parties already receive adequate 
notice of the changes, could cause delays in the rule filing process 
and/or the implementation of an amended rule and procedure. 
Accordingly, DTC believes that, by removing unnecessary and impractical 
timing requirements for notice, the proposed rule change is designed to 
enhance the efficiency of DTC's notice process and implementation of 
the amended Rules and Procedures, thereby promoting the prompt and 
accurate clearance and settlement of securities transactions, as 
provided under such amended Rules and Procedures. As such, DTC believes 
that the proposed changes would be consistent with Section 17A(b)(3)(F) 
of the Act, cited above.
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    \33\ See supra notes 9 and 10.
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    DTC believes that the proposed rule change to make technical and 
clarifying changes, in particular (i) removing obsolete Rules 8 and 34, 
(ii) replacing references to Vice President with Executive Director in 
Rules 1 and 28, (iii) amending the Bylaws to expressly provide that 
designees of the Board of Directors have the power to interpret the 
Rules, (iv) amending Rule 22 to enhance the transparency around, and 
efficiency of, the hearing process for Interested Persons, and (v) 
amend Rule 23 to align the text with a parallel NSCC Rule would enhance 
the clarity and transparency of the Rules. By enhancing the clarity and 
transparency of the Rules, the proposed rule change would allow 
Participants to more efficiently and effectively conduct their business 
in accordance with the Rules. Therefore, 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.

(B) Clearing Agency's Statement on Burden on Competition

    DTC believes that the proposed rule change to amend and clarify 
certain notice provisions relating to proposed rule changes and changes 
to Procedures would not have any impact on competition. While the 
proposed change would impact the rights and obligations of Participants 
and Pledgees to receive notices more quickly (in the case of proposed 
rule changes) or farther in advance (in case of changes to Procedures) 
than what is required by statute, the impact of the proposed changes on 
the Participants and Pledgees would be minimal. As discussed above, DTC 
believes that the proposed changes to the notice provisions are 
removing unnecessary and impractical timing requirements for notices, 
and Participants and Pledgees would continue to receive adequate notice 
under the rule change process and continue to be treated equally with 
respect to such notices. As such, DTC believes the proposed rule change 
to amend and clarify certain notice provisions relating to proposed 
rule changes and changes to Procedures would not have any impact on 
competition.\34\
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    \34\ 15 U.S.C. 78q-1(b)(3)(I).
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    DTC believes that the proposed rule change to make technical and 
clarifying changes described herein would not have any impact on 
competition because it would enhance the clarity and transparency of 
the Rules and therefore would not affect the rights or obligations of 
any party. Accordingly, DTC does not believe that the proposed rule 
change would have any impact on competition.\35\
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    \35\ Id.

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[[Page 60725]]

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

    DTC has not received or solicited any written comments relating to 
this proposal. If any written comments are received, they will be 
publicly filed as an Exhibit 2 to this filing, as required by Form 19b-
4 and the General Instructions thereto.
    Persons submitting 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

    Because the foregoing proposed rule change does not:
    (i) Significantly affect the protection of investors or the public 
interest;
    (ii) impose any significant burden on competition; and
    (iii) become operative for 30 days from the date on which it was 
filed, or such shorter time as the Commission may designate, it has 
become effective pursuant to Section 19(b)(3)(A) \36\ of the Act and 
Rule 19b-4(f)(6) thereunder; \37\and
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    \36\ 15 U.S.C. 78s(b)(3)(A).
    \37\ 17 CFR 240.19b-4(f)(6).
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    (iv) DTC would announce the implementation date of the proposed 
changes by Important Notice posted to its website.
    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-DTC-2021-015 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-2021-015. 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 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-2021-015 and should be submitted on 
or before November 24, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\38\
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    \38\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-23918 Filed 11-2-21; 8:45 am]
BILLING CODE 8011-01-P


