[Federal Register Volume 87, Number 234 (Wednesday, December 7, 2022)]
[Notices]
[Pages 75079-75083]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-26536]



[[Page 75079]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96427; File No. SR-DTC-2022-012]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Distributions Guide

December 1, 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 November 22, 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.
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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)(_).
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change would amend the Distributions Guide to 
accommodate Participants' tax reporting and withholding obligations by 
enhancing DTC's Procedure for the Tax Event Announcements feature 
(``Tax Event Announcements'') of DTC's Distributions Service as set 
forth in the Distributions Guide to (i) add two new ``Sub-Event Types'' 
and one ``Event Type'' under Tax Event Announcements, (ii) eliminate a 
``CUSIP Limit'' for an existing Sub-Event Type known as ``1042-S 
Classifications'' and (iii) make clarifying changes to the Tax Event 
Announcements section of the Distributions Guide, as described in 
greater detail below.\5\
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    \5\ Each capitalized term not otherwise defined herein has its 
respective meaning as set forth in the Rules, By-Laws and 
Organization Certificate of The Depository Trust Company (``DTC 
Rules''), available at http://www.dtcc.com/legal/rules-and-procedures.aspx, or the DTC Corporate Actions Distributions Service 
Guide (``Distributions Guide''), available at https://www.dtcc.com/
~/media/Files/Downloads/legal/service-guides/Service-Guide-
Distributions.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 Distributions Guide \6\ to 
accommodate Participants' tax reporting and withholding obligations by 
enhancing DTC's Procedure for the Tax Event Announcements feature 
(``Tax Event Announcements'') of DTC's Distributions Service \7\ as set 
forth in the Distributions Guide to (i) add two new ``Sub-Event Types'' 
and one ``Event Type'' under Tax Event Announcements, (ii) eliminate a 
``CUSIP Limit'' for an existing Sub-Event Type known as ``1042-S 
Classifications'' and (iii) make clarifying changes to the Tax Event 
Announcements section of the Distributions Guide, as described below.
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    \6\ The Distributions Guide is a Procedure of DTC. Pursuant to 
the DTC Rules, the term ``Procedures'' means the Procedures, service 
guides, and regulations of DTC adopted pursuant to Rule 27, as 
amended from time to time. See Rule 1, Section 1, supra note 5. They 
are binding on DTC and each Participant in the same manner that they 
are bound by the DTC Rules. See Rule 27, supra note 5.
    \7\ Tax Event Announcements provide Participants with 
information-only announcements regarding taxable events that may 
give rise to information and/or withholding obligations that occur 
even in the absence of an actual distribution of dividend and 
interest payments (``Tax Events''). See Distributions Guide, supra 
note 5, at 14.
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(a) Announcements
    The Distributions Service includes the announcement 
(``Announcements''), collection, allocation, and reporting by DTC, on 
behalf of its Participants, of dividend, interest and principal 
payments for Eligible Securities held by Participants at DTC. This 
centralized processing provides efficiency for Participants for their 
receipt of (i) payment information and (ii) payments on distributions 
covered by Announcements (``Distribution Event'') \8\ from multiple 
issuers and agents.
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    \8\ Distribution Events covered by Announcements include cash 
dividends, interest, principal, capital gains, sale of rights on 
American depositary receipts, return of capital, dividend with 
option, stock splits, stock dividends, automatic dividend 
reinvestments, spinoffs, rights distributions, pay in kind, and 
liquidation. See Distributions Guide, supra note 5, at 12.
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    DTC also provides a Participant holding a Security in its DTC 
account with Tax Event Announcements (``Tax Event Announcements 
Feature'') for distributions subject to Sections 305(c) (``305(c) 
Deemed Distributions'') and 871(m) (``871 Dividend Equivalent Amount'') 
of the Internal Revenue Code of 1986, as amended \9\ (``Code''),\10\ as 
well as classification information for Form 1042-S reporting purposes 
(``1042-S Classifications'').\11\
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    \9\ 26 U.S.C 305(c) and 26 U.S.C. 871(m).
    \10\ See Distributions Guide, supra note 5, at 14-15. See also 
Securities Exchange Act Release No. 81871 (October 13, 2017), 82 FR 
48734 (October 19, 2017) (SR-DTC-2017-018) and Securities Exchange 
Act Release No. 87729 (December 12, 2019), 84 FR 69424 (December 18, 
2019) (SR-DTC-2019-011).
    \11\ See Distributions Guide, supra note 5, at 14-15. See also 
Securities Exchange Act Release No. 95231 (July 8, 2022), 87 FR 
42243 (July 14, 2022) (SR-DTC-2022-008).
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    The proposed rule change would enhance Tax Event Announcements by 
adding two new Tax Event Announcements as ``Sub-Event Types'':\12\ (i) 
``1446(f) Excess of Cumulative Net Income'' \13\ and (ii) ``92-Day 
Exemption Qualified Notice,'' as more fully described below.
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    \12\ Tax Event Announcements are classified by ``Event Type'' 
and Sub-Event Type. See Distributions Guide, supra note 5, at 14.
    \13\ The cumulative net income is the net income earned by the 
partnership since the formation of the partnership that has not been 
previously distributed by the partnership 1.1446(f)-4(c)(2)(iii)
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    Although all existing Tax Event Announcements are classified as a 
``Tax Event'' Event Type, the ``General Information'' Event Type would 
be added to the Tax Event Announcements Feature in the Distributions 
Guide and used for the 92-Day Exemption Qualified Notice Sub-Event 
Type. However, the Event Type for the 1446(f) Excess of Cumulative Net 
Income Sub-Event Type would be a Tax Event.
Internal Revenue Code Section 1446(f)
    Section 1446(f) of the Internal Revenue Code was enacted on 
December 22, 2017, as part of the Tax Cuts and Jobs Act of 2017 (``Jobs 
Act'').\14\ The U.S. Treasury Department (``Treasury Department'') 
finalized corresponding regulations on October 7, 2020,\15\ including 
the tax withholding required pursuant to Treasury Regulation Section 
1.1446(f)-4(a) \16\

[[Page 75080]]

upon the transfer of an interest in a publicly traded partnership by a 
foreign partner, or pursuant to 1.1446(f)-4(c)(2)(iii) with respect to 
an amount realized on a distribution from a publicly traded partnership 
to a foreign partner (a ``Section 1446(f) Withholding'').
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    \14\ Public Law 115-97 (2017), Section 864(c)(8).
    \15\ Withholding of Tax and Information Reporting With Respect 
to Interests in Partnerships Engaged in a U.S. Trade or Business, 85 
FR 76910 (November 30, 2020).
    \16\ 26 CFR 1.1446(f)-4(a).
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    It is DTC's understanding that a Section 1446(f) Withholding is 
designed to ensure foreign partners file U.S. federal income tax 
returns to report their effectively connected income.
    The Final Regulations require a Section 1446(f) Withholding on 
partnerships that are publicly traded on exchanges (``PTPs'') in 
respect of transfers that occur on or after January 1, 2022. The 
Treasury Department and the IRS published Notice 2021-51 to defer the 
applicability date to transfers and distributions that occur on or 
after January 1, 2023.\17\
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    \17\ IRS Notice 2021-15 (August 24, 2021), available at https://www.irs.gov/pub/irs-drop/n-21-51.pdf.
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Proposed 1446(f) Excess of Cumulative Net Income Sub-Event Type
    The proposed 1446(f) Excess of Cumulative Net Income Event Sub-Type 
is intended to facilitate Participants' and their customers' compliance 
with tax withholding obligations in connection with the implementation 
of section 1446(f) of the Code that was enacted as part of the Jobs 
Act,\18\ and the Treasury Regulations or other official interpretations 
thereunder, as in effect from time to time (collectively, ``Section 
1446(f)'').
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    \18\ Public Law 115-97 (2017), section 864(c)(8).
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    Section 1446(f) requires tax withholding in accordance with 
Treasury Regulation Section 1.1446(f)-4(c)(2)(iii) with respect to an 
amount realized on a distribution from a PTP (a ``Section 1446(f) 
Withholding''). The amount realized on a distribution from a PTP is the 
amount of the distribution reduced by the portion of the distribution 
that is attributable to the cumulative net income. The cumulative net 
income is the net income earned by the PTP since its formation that has 
not been previously distributed by the partnership. If a portion of a 
distribution made by a PTP is attributable to an amount in excess of 
cumulative net income, a broker is required to withhold only on this 
portion for purposes of Section 1446(f)
    The Final Regulations include a requirement for a PTP to identify 
such excess portion of the distribution as an amount in excess of 
cumulative net income on a qualified notice and to deliver the notice 
to any registered holder that is a nominee.\19\ It was noted in the 
release for the Final Regulations that PTP interests are generally 
immobilized at a central depository and registered in the name of the 
depository's nominee and that furnishing the qualified notice to the 
PTP's registered holders that are nominees would facilitate the 
dissemination of information provided on the qualified notice to 
relevant market participants.\20\
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    \19\ See supra note 15, at 76928.
    \20\ Id.
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    To facilitate the distribution of the qualified notices that DTC, 
as holder of record through its nominee, Cede & Co., would receive from 
PTPs in this regard, DTC proposes to add the new 1446(f) Excess of 
Cumulative Net Income Sub-Event Type to the Distributions Guide, as 
more fully described below. Subject to requirements described below, 
DTC would (i) receive the qualified notices that PTPs provide to DTC 
for this purpose and (ii) distribute the information to Participants 
that hold the applicable securities through the Tax Event Announcements 
Feature.
Proposed 92-Day Exemption Qualified Notice Sub-Event Type
    The proposed 92-Day Exemption Qualified Notice Sub-Event Type is 
intended to facilitate Participants' ability to receive general 
information relating to an exception from the Section 1446(f) 
Withholding requirement. The Final Regulations provide exceptions to 
the withholding requirement. One exception provides that under certain 
circumstances as specified in the Final Regulations, brokers may rely 
on a qualified notice from the PTP providing for an exception from 
Section 1446(f) Withholding requirement for a transfer of an interest 
in a PTP, if the PTP posts the qualified notice within 92 days ending 
on the date of the transfer.\21\
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    \21\ See supra note 15, at 76925.
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    To facilitate the distribution of the qualified notices that DTC, 
may receive from PTPs in this regard, DTC proposes to add the new 92-
Day Exemption Qualified Notice Sub-Event Type to the Distributions 
Guide, as more fully described below. Subject to requirements described 
below, DTC would (i) receive the qualified notices that PTPs provide to 
DTC for this purpose and (ii) distribute the information to 
Participants that hold the applicable securities through the Tax Event 
Announcements Feature.
Proposed Rule Change
New Event Sub-Types
    Pursuant to the proposed rule change, the Distributions Guide would 
be revised to reflect the addition of the 1446(f) Excess of Cumulative 
Net Income and 92-Day Exemption Qualified Notice Event Sub-Types under 
The Tax Event Announcement Feature subsection.
    As stated above, while existing Event Sub-Types are classified 
under the Event Type ``Tax Event,'' the proposed rule change would add 
a Tax Event to the Tax Event Announcement Feature referred to as 
``General Information'' that would include the 92-Day Exemption 
Qualified Notice Event Sub-Type. The 1446(f) Excess of Cumulative Net 
Income Event Sub-Type would be categorized under the ``Tax Event'' 
Event Type.
    The proposed text to be added to the Distributions Guide relating 
to the 1446(f) Excess of Cumulative Net Income Event Sub-Type would 
include that these announcements are ``linked'' to distribution 
announcements from a PTP and provide the amount of the distribution 
that is in excess of cumulative net income. The text would also note 
that the announcement for this Event Sub-Type would include a ``Cash 
Rate'' field that is used to provide the amount of a distribution that 
is in excess of cumulative net income, or if the Qualified Notice 
states that none of the distribution is in excess of cumulative net 
income, then the Cash Rate field would reflect zero.
    The proposed text to be added to the Distributions Guide relating 
to the 92-Day Exemption Qualified Notice Event Sub-Type would indicate 
that the announcement for this Event Sub-Type would include a 
``Declared Publication Date'' field used to provide the posting date of 
a qualified notice issued by a PTP.
    Similarly, text in the Distributions Guide that describes Tax Event 
Announcements generally as ``information only announcements regarding 
taxable events that may give rise to information and/or withholding 
obligations which occur even in the absence of an actual distribution 
of dividend and interest payments'' would be expanded to state that 
these announcements also include ``information only announcements 
regarding the taxability of a corresponding distribution'' and/or 
``other relevant tax data that DTC receives from an issuer.''

[[Page 75081]]

Other Changes
1042-S Classifications
    In July 2022, DTC amended the Distributions Guide to add a new Tax 
Event ``Sub Event Type'' (i.e., the ``1042-S Classification'') to 
facilitate the distribution of certain tax classification information 
in a centralized format to Participants holding certain Securities at 
DTC.\22\ For 1042-S Classifications, DTC accepts templates from issuers 
that delineate various tax components that make up a distribution. 
Subject to requirements in the Distributions Guide, DTC (i) receives 
1042-S Classification information that issuers voluntarily provide to 
DTC for this purpose and (ii) distributes the information to 
Participants that hold the applicable securities. Information that 
Issuers are required to provide to DTC pursuant to Rule 1.1446-4(b)(4) 
may also be included in the 1042-S Classification Sub Event Type.
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    \22\ Supra note 11.
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    The Distributions Guide states that each issuer and its affiliates, 
in the aggregate, may provide templates for up to, but no more than, 12 
CUSIP numbers per month (``CUSIP Limit'').\23\ The rule change that 
implemented the 1042-S Classification Event Sub-Type and the CUSIP 
Limit \24\ stated that depending on demand for the transmittal of 1042-
S Classifications through the facilities of DTC, and general 
availability of processing resources at DTC, DTC may submit a future 
proposed rule change to amend the Distributions Guide to increase the 
CUSIP Limit.
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    \23\ Distributions Guide, supra note 5, at 15.
    \24\ Supra note 11.
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    Since the implementation of the 1042-S Classification Event Sub-
Type, DTC has observed increased demand from issuers to submit 
templates for greater than the CUSIP Limit and DTC has determined, 
based on its administration of this process, that it maintains the 
processing resources necessary to accommodate such demand. In this 
regard, pursuant to the proposed rule change issuers and their 
affiliates would no longer be subject to the CUSIP Limit and the text 
that imposes the CUSIP Limit would be removed from the Distributions 
Guide.
Clarifying Changes
    The subsection titled ``The Tax Event Announcement Feature'' under 
the ``Tax Event Announcements'' section of the Distributions Guide 
would be reformatted for readability and ease of reference. This 
subsection contains details on the Event Sub-Types and related fields 
that are reported through the Tax Event Announcements feature. 
Currently, the Tax Events and fields described in this subsection are 
the 305(c) Deemed Distributions, 871(m) Dividend Equivalent Amount and 
1042-S Classifications. The revised text would include the newly 
proposed Event Sub-Types and related information, including fields and 
respective Event Type classifications to this subsection, as described 
above.
    Pursuant to the proposed rule change, this subsection would be 
reformatted to consolidate all information relating to the respective 
Event Sub-Types into a table that includes the corresponding Event Type 
and Fields next to each of the five Event Sub-Types mentioned above. An 
introductory paragraph would be added to the beginning of the section 
to summarize the types of Tax Event Announcements that DTC processes. 
Certain existing ``Important Notes'' would continue to be included in 
the text. These Important Notes relate to 1042-S Classifications, 
including the use of templates and submission of qualified notices, and 
a disclaimer relating to Participants' responsibility to ensure the 
accuracy and completeness of Tax Event Announcement information. As 
mentioned above, a note relating to the CUSIP Limit would be deleted.
Applicability of Tax Event Fee
    As with DTC's distribution of other Tax Event information to 
Participants, the distribution of information for the 1446(f) Excess of 
Cumulative Net Income and 92-Day Exemption Qualified Notice Event Sub-
Types would be subject to the existing ``Tax Event Announcement Fee'' 
of $12 per Announcement, as set forth in the Fee Guide.\25\
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    \25\ See DTC Fee Guide, available at https://www.dtcc.com/~/
media/Files/Downloads/legal/fee-guides/2022-DTC-Fee-Schedule-FINAL, 
at 15.
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2. Statutory Basis
    DTC believes that the proposed rule change is consistent with the 
requirements of the Securities Exchange Act of 1934 (``Act''), and the 
rules and regulations thereunder applicable to DTC, in particular 
Section 17A(b)(3)(F) \26\ of the Act.
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    \26\ 15 U.S.C. 78q-1(b)(3)(F).
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    Section 17A(b)(3)(F) of the Act requires, inter alia, that the 
rules of the clearing agency be designed to promote the prompt and 
accurate clearance and settlement of securities transactions.\27\ As 
described above, the proposed rule change would update the 
Distributions Guide to (i) include the distribution of Announcements 
for two new Event Sub-Types, (ii) eliminate the CUSIP Limit for 
the1042-S [sic] Classification Event Sub-Type, and (iii) make certain 
related clarifying changes, as described above. By enhancing the Tax 
Event Announcement Feature in this regard, the proposed rule change 
would enhance the Tax Events to help facilitate Participants' 
compliance with U.S. federal tax withholding obligations for Eligible 
Securities subject to Tax Events categorized within Event Sub-Types 
that are on Deposit at DTC and making use of DTC's book-entry transfer 
and settlement services. This would further facilitate Participants' 
ability to continue to maintain Eligible Securities on Deposit at DTC 
and make use of DTC's book-entry transfer and settlement services with 
respect to those Securities, in accordance with DTC Rules requirements 
relating to the use of DTC services by Participants.\28\ Therefore, by 
facilitating Participant's ability to continue to use DTC's book-entry 
transfer and settlement services at DTC with respect to Eligible 
Securities that are subject to such Event Sub-Types, the proposed rule 
change would help promote the prompt and accurate clearance and 
settlement of securities transactions, consistent with the requirements 
of the Act, in particular Section 17A(b)(3)(F) of the Act, cited above.
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    \27\ Id.
    \28\ In connection with their use of DTC's services, 
Participants must comply with all applicable laws, including, but 
not limited to, all applicable laws relating to taxation. See DTC 
Rule 2, Section 8, supra note 5.
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(B) Clearing Agency's Statement on Burden on Competition

    DTC believes that the proposed rule change to amend the 
Distributions Guide to (i) include the distribution of Announcements 
for two new Event Sub-Types, (ii) eliminate the CUSIP Limit for the 
1042-S Classification Event Sub-Type, and (iii) make certain related 
clarifying changes, as described above, could impose a burden on 
competition by subjecting Participants to additional costs. More 
specifically, Participants that hold Eligible Securities that may be 
subject to categorization under the proposed 1446(f) Excess of 
Cumulative Net Income or 92-Day Exemption Qualified Notice Event Sub-
Types, as well as the 1042-S Classification (to the extent an issuer or 
its affiliates submit 1042-S Classification information that exceeds 
the current CUSIP Limit), to additional fees, which may negatively 
affect such Participant's operating costs.
    DTC believes any burden on competition imposed by the proposed rule 
changes would not be significant, and to the extent the proposed rule

[[Page 75082]]

change may impose a burden on competition, DTC believes it would be 
necessary and appropriate in furtherance of the purposes of the 
Act.\29\
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    \29\ 15 U.S.C. 78q-1(b)(3)(I).
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    DTC has discussed the proposal with Participants that hold Eligible 
Securities that may be subject to categorization under the 1446(f) 
Excess of Cumulative Net Income, 92-Day Exemption Qualified Notice 
Event and 1042-S Classification Sub-Types, and issuers of those 
Securities, and DTC understands that Participants and their customers 
would otherwise need to obtain the necessary information directly from 
the respective individual issuers or from third-party vendors. DTC 
understands that having to obtain this information on an individual 
CUSIP-by-CUSIP basis from issuers or getting this information after the 
distribution from a vendor, creates inefficiencies and timing issues 
for Participants and their customers relating to the piecemeal nature 
of the retrieval of such information, that would be mitigated if such 
information were made available in a more centralized format through 
DTC.
    DTC believes that any burden on competition imposed by the proposal 
would be necessary because the proposed rule change would provide 
Participants with a centralized means to receive announcement 
information needed to facilitate their compliance with tax withholding 
and reporting obligations relating to payments on Eligible Securities 
for which issuers provide information to DTC relating to Eligible 
Securities categorized under the various Event Sub-Types, as described 
above.
    DTC believes that any burden on competition imposed by the proposal 
would be appropriate because the fees are intended to provide revenue 
that is close to the costs to DTC of building and providing the 
services described above. DTC believes the Tax Event Announcements 
feature has a positive effect on competition among Participants because 
the service allows Participants to receive applicable tax information 
in a more efficient manner, thereby reducing the resources they would 
need to allocate to obtain the applicable tax-related information on a 
CUSIP-by-CUSIP basis through issuers and third-party vendors. The 
service also provides issuers with a more efficient method of providing 
Tax Event information to parties that need to see such information in 
order to facilitate timely tax withholding and reporting. DTC believes 
this enhances competition among Participants by allowing parties to 
receive such information more quickly and in a more streamlined manner.
    Based on experiences with existing services provided through the 
Tax Event Announcements feature and discussions with Participants, DTC 
believes that despite the Tax Event Fee that would be charged to 
Participants holding affected Securities for the distribution of 
1446(f) Excess of Cumulative Net Income and 92-Day Exemption Qualified 
Notice-related information, the distribution of such information 
through the facilities of DTC would provide benefits to Participants in 
terms of processing and timing efficiencies that should mitigate the 
impact of any such fees charged. As such, DTC believes these proposed 
rule changes would be appropriate in furtherance of the purposes of the 
Act, as permitted by Section 17A(b)(3)(I) of the Act.\30\
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    \30\ Id.
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    DTC does not believe that the aspect of the proposed rule change to 
make certain clarifying changes to the Distributions Guide, as 
described above, would have an impact on competition.\31\ Having a 
clearer Distributions Guide facilitates Participants' understanding of 
the Distributions Guide and provide Participants with increased 
predictability and certainty regarding their obligations about DTC Tax 
Event Announcement feature. Therefore, DTC believes that the proposed 
rule change to make clarifying changes to the Rules and the Settlement 
Guide would not have an impact on competition.\32\
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    \31\ Id.
    \32\ Id.
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    DTC believes that the aspect of the proposed rule change to 
eliminate the CUSIP Limit for an issuer and its affiliates to be able 
to submit up to 12 templates per month, as described above, could 
promote competition for issuers and their affiliates, because issuers 
and their affiliates would no longer be subject to the CUSIP Limit for 
submission of templates per month, and all Participants holding the 
applicable issues would be able to receive the aggregate amount of 
notices for any issuer and its affiliates as all other Participants 
holding the same issues.

(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 Securities and Exchange Commission 
(``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.
    DTC reserves the right to not respond to any comments received.

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

    The foregoing rule change has become effective pursuant to Section 
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.
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    \33\ 15 U.S.C. 78s(b)(3)(A).
    \34\ 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 [email protected]. Please include 
File Number SR-DTC-2022-012 on the subject line.

Paper Comments

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


[[Page 75083]]


All submissions should refer to File Number SR-DTC-2022-012. 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-2022-012 and should be submitted on 
or before December 28, 2022.

    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. 2022-26536 Filed 12-6-22; 8:45 am]
BILLING CODE 8011-01-P


