[Federal Register Volume 77, Number 245 (Thursday, December 20, 2012)]
[Notices]
[Pages 75453-75454]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-30649]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 68443; File No. SR-DTC-2012-09]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Make Ministerial Changes to the Existing Reorganization Service Guide

December 14, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder \2\ notice is hereby given that 
on December 6, 2012, 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 primarily by DTC. DTC filed the proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) \3\ of the Act and Rule 19b-
4(f)(4)(i) \4\ thereunder, so that the proposed rule change was 
effective upon filing with the Commission. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested parties.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(4)(i).
---------------------------------------------------------------------------

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

    As discussed below, this rule change will make ministerial changes 
regarding inputs and methods of notification in the Reorganization 
Service Guide (``Reorg Guide'').

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

    In its filing with the Commission, DTC included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. DTC has prepared summaries, set forth in sections (A), 
(B) and (C) below, of the most significant aspects of such 
statements.\5\
---------------------------------------------------------------------------

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

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

    DTC receives and distributes information to Participants about 
various reorganization activities through its reorganization service. 
Following the distribution of the information, DTC will process 
Participants' elections with respect to this activity on their behalf. 
DTC will also assign voting or consenting rights to Participants in 
conjunction with shareholder meetings or consent solicitations through 
its reorganization service.
    With this rule filing, DTC is updating the Reorg Guide in order to 
make ministerial changes regarding inputs and methods of notification. 
The changes include changing the name of the ``Participant Terminal 
System'' or ``PTS'' to ``Participant Browser System'' or ``PBS,'' 
updating contact information, and updating the time that acceptances 
can be transmitted via the Participant Tender Offer PBS function. 
Additionally, greater detail is being included on how the 
``Conversion'' and

[[Page 75454]]

``Proxy'' features work. For the Conversion feature, the Reorg Guide 
will now state that: ``On Conversions where the entitlement could be 
Cash, proceeds are credited to your account after the price 
determination period,'' and ``DTC will chill Delivery Orders the 
evening prior to the redemption date.'' For the Proxy feature, the 
Reorg Guide will now state that: ``DTC also offers election processing 
for Consent Solicitation events via its ATOP (Automated Tender Offer 
Program) service. Under this service, DTC allows participant 
instructions on Consent Solicitation events to be accepted via ATOP and 
transmitted electronically to balloting agents.'' These changes will 
provide a more concise and coherent description of the procedures.
    The proposed rule change is consistent with the requirements of the 
Act, specifically Section 17A(b)(3)(F),\6\ and the rules and 
regulations thereunder, applicable to DTC in that it promotes 
efficiencies in the prompt and accurate clearance and settlement of 
securities transactions by enhancing the utilization of DTC's existing 
services. Moreover, the proposed rule change reduces the costs, 
inefficiencies and risks associated with the processing or 
reorganization events by clarifying the procedures associated with the 
Reorganization Service.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

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

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

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

    Written comments relating to the proposed rule change have not yet 
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 forgoing rule change has become effective pursuant to Section 
19(b)(3)(A)(iii) of the Act \7\ and Rule 19b-4(f)(4)(i) \8\ thereunder 
because it effects a change in an existing service of DTC that does not 
significantly affect the safeguarding of securities or funds in the 
custody or control of DTC or for which it is responsible and does not 
significantly affect the respective rights or obligations of DTC or 
persons using this service. 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.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(4)(i).
---------------------------------------------------------------------------

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 No. SR-DTC- 2012-09 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-DTC-2012-09. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filings will also be available 
for inspection and copying at the principal office of DTC and on DTC's 
Web site at http://www.dtcc.com/downloads/legal/rule_filings/2012/dtc/SR-DTC-2012-09.pdf.
    All comments received will be posted without change; the Commission 
does not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly. All submissions should refer to File Number SR-DTC-2012-09 
and should be submitted on or before January 10, 2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30649 Filed 12-19-12; 8:45 am]
BILLING CODE 8011-01-P