[Federal Register Volume 84, Number 153 (Thursday, August 8, 2019)]
[Notices]
[Pages 39025-39028]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-16939]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86554; File No. SR-DTC-2019-005]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing of Proposed Rule Change To Amend the Settlement Guide 
To Implement a New Algorithm for Transactions Processed in the Night 
Cycle

August 2, 2019.
    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 July 22, 2019, 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. 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.
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change \3\ of DTC consists of amendments to the 
Procedures \4\ set forth in the Settlement Guide \5\ to implement a new 
processing algorithm for book-entry Deliveries \6\ and Payment Orders 
\7\ processed in the DTC night cycle (``Night Cycle''), as described in 
greater detail below.
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    \3\ Capitalized terms not defined herein are defined in the 
Rules, By-Laws and Organization Certificate of DTC (``Rules''), 
available at www.dtcc.com/~/media/Files/Downloads/legal/rules/
dtc_rules.pdf, and the DTC Settlement Service Guide (``Settlement 
Guide''), available at http://www.dtcc.com/~/media/Files/Downloads/
legal/service-guides/Settlement.pdf.
    \4\ Pursuant to the 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 3. Pursuant to Rule 27, each Participant and DTC is bound 
by the Procedures and any amendment thereto in the same manner as it 
is bound by the Rules. See Rule 27, supra note 3.
    \5\ Supra note 3.
    \6\ Pursuant to Rule 1, the term ``Delivery'' as used with 
respect to a Security held in the form of a Security Entitlement on 
the books of DTC, means debiting the Security from an Account of the 
Deliverer and crediting the Security to an Account of the Receiver. 
Supra note 3.
    \7\ Pursuant to the Settlement Guide, ``Payment Order'' means a 
transaction in which a Participant charges another Participant for 
changes in value for outstanding stock loans or option contract 
premiums. See Settlement Guide, supra note 3, at 5.
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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 this proposed rule change is to amend the Settlement 
Guide to implement a new processing algorithm for Deliveries and 
Payment Orders processed in the Night Cycle.
(i) Background
    Pursuant to the proposed rule change, DTC is proposing to make 
enhancements to its processing of transactions in the Night Cycle 
(``Night Cycle Reengineering''), as more fully described below. Night 
Cycle Reengineering is designed to maximize transaction throughput by 
optimizing available positions and controlling the order in which 
transactions are attempted for settlement within existing Night Cycle 
timeframes. The reengineered Night Cycle would introduce a new, 
advanced settlement processing algorithm capable of evaluating each 
Participant's transaction obligations, available positions, transaction 
priorities and risk management controls, including Net Debit Cap and 
Collateral Monitor,\8\ to identify the transaction processing order 
that maximizes Night Cycle settlement rates. DTC believes that the 
proposed rule change would facilitate more efficient processing of 
Deliveries and Payment Orders in the Night Cycle and increase the 
percentage of transactions that have been processed for settlement

[[Page 39026]]

prior to the start of regular daytime processing.
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    \8\ In managing its credit risk, DTC uses the Collateral Monitor 
and Net Debit Cap. These two controls work together to protect the 
DTC settlement system in the event of Participant default. The 
Collateral Monitor requires net debit settlement obligations, as 
they accrue intraday, to be fully collateralized; the Net Debit Cap 
limits the amount of any Participant's net debit settlement 
obligation to an amount that can be satisfied with DTC liquidity 
resources (the Participants Fund and the committed line of credit 
from a consortium of lenders). See Settlement Guide, supra note 3, 
at 64-67.
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DTC Transaction Processing
    When a Deliver Order \9\ or Payment Order has been submitted to DTC 
for processing, the transaction must be approved by the Receiver 
through the Receiver Authorized Delivery function (``RAD''), before it 
will be staged for DTC settlement processing in accordance with the 
Rules and the Settlement Guide.\10\ After a Receiver approves a 
Delivery or Payment Order using RAD, DTC checks risk controls, 
including the Net Debit Cap and Collateral Monitor of the Participants 
to the transaction.\11\ DTC also checks whether or not the Participant 
that would make the Delivery has a sufficient position in the subject 
Securities available in the Participant's Account.\12\ If a transaction 
satisfies DTC risk controls, namely the Net Debit Cap and Collateral 
Monitor, and the Delivering Participant has sufficient position in the 
applicable Securities, then the transaction will be processed by DTC 
and will become complete if the Receiver satisfies its end-of-day funds 
settlement obligation.\13\ If a transaction is not processed, i.e., 
because DTC risk controls are not met, or if the Deliverer has 
insufficient position in the applicable Securities, this would result 
in an Exception such that the transaction will pend in DTC's system and 
recycle until the condition causing the pend is satisfied.\14\
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    \9\ Pursuant to the Settlement Guide, ``Deliver Order'' is the 
term used to define a book-entry movement of shares of a particular 
Security between two DTC Participants. See Settlement Guide, supra 
note 3, at 4. DTC acts in accordance with duly authorized 
instructions from a Participant to effect transfers by a Participant 
of its Deposited Securities to another Participant or Participants. 
See Rule 6, supra note 3. Any Participant making a Delivery Versus 
Payment of Securities through the facilities of DTC shall provide 
DTC with an instruction specifying the amount of the payment 
therefor in accordance with the Procedures. After receipt of such 
instruction, DTC is authorized to, and shall (subject to the right 
of DTC to cease to act for a Participant pursuant to the Rules and 
the Procedures), credit the Account of the Deliverer with the amount 
specified and debit the Account of the Receiver with the same 
amount. See Rule 9(A), Section 1, supra note 3.
    \10\ RAD allows Participants to review and either approve or 
reject incoming Deliveries before they are processed. See Settlement 
Guide, supra note 3, at 53. RAD limits a Participant's exposure from 
misdirected or erroneously entered transactions. See Settlement 
Guide, supra note 3, at 5.
    \11\ See Settlement Guide, supra note 3, at 64-68.
    \12\ See Settlement Guide, supra note 3, at 55.
    \13\ See Rules 9(A) and 9(B), supra note 3.
    \14\ See Settlement Guide, supra note 3, at 55.
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    An incomplete transaction recycles in DTC's system until the end of 
the day, and if it remains incomplete at the end of the day it will not 
be processed, will be removed from processing and will not settle.\15\ 
If the Participants to the transaction wish to settle the transaction 
through DTC, it will need to be resubmitted.
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    \15\ Id.
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    DTC currently processes transactions in real-time from 
approximately 8:30 p.m. Eastern Time (``ET'') on the night before 
settlement day until 3:30 p.m. ET on settlement day for valued 
transactions and until 6:35 p.m. ET for free transactions.\16\ The 
Night Cycle starts at approximately 8:30 p.m. ET on the Business Day 
prior to settlement date and runs until approximately 10 p.m. ET each 
Business Day. Transactions that cannot satisfy DTC's controls at the 
time they are introduced to DTC will recycle throughout the day and be 
continuously reattempted until approximately 3:10 p.m. for valued 
transactions, and 6:35 p.m. for free transactions.\17\ Transactions 
that satisfy DTC's controls are processed immediately as described 
above. The end-of-day settlement process for valued transactions 
typically concludes between approximately 4 p.m. and 4:30 p.m.\18\
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    \16\ Valued transactions are processed as Deliveries Versus 
Payment, as defined in Rule 1, supra note 3, with the related 
payments settled through end-of-day settlement. Free transactions do 
not have an associated payment. Processing of valued transactions 
must be completed earlier on settlement date than free transactions 
so that DTC can settle the related payments of funds in accordance 
with established timeframes for the DTC end-of-day settlement 
process as set forth in the Settlement Guide. See Settlement Guide, 
supra note 3, at 17-20. In accordance with the Settlement Processing 
Schedule, valued transactions must be approved in RAD by the 
Receiver by 3:30 p.m. ET. Any valued transactions not approved by 
the Receiver by this time are removed from the system. See 
Settlement Guide, supra note 3, at 24-27.
    \17\ Certain Participants manage their securities inventory by 
controlling when securities transactions are submitted to DTC for 
processing, i.e., they may hold off submitting outgoing transactions 
(deliveries) until incoming transactions (receives) are processed. 
The window between 3:10 p.m. ET and 3:30 p.m. ET provides such 
Participants with an opportunity to react to receive transactions 
and submit applicable delivery transactions. The cutoff for all 
valued transactions is 3:30 p.m. ET, which allows DTC to calculate 
final settlement balances and complete end of day funds settlement. 
Free transactions are allowed to recycle until 6:35 p.m. ET since 
many free transactions are blocked intraday by the Collateral 
Monitor until end of day funds settlement is complete and the 
Collateral Monitor controls are ``released.'' See Settlement Guide, 
supra note 3, at 24-27.
    \18\ See Settlement Guide, supra note 3, at 17-20.
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Proposed Night Cycle Reengineering Processing Rules
    Other than a limited look-ahead process as described below, DTC 
does not employ a processing mechanism that is designed to proactively 
optimize the percentage of available transactions that are processed 
for settlement on settlement date. As described below, DTC proposes to 
implement a process that would facilitate a higher percentage of 
available transactions being processed for settlement during the Night 
Cycle.\19\
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    \19\ Approximately 50 percent of transactions available for 
processing at the start of the Night Cycle are processed for 
settlement during the Night Cycle. DTC anticipates that the proposal 
would increase the percentage of transactions processed for 
settlement during the Night Cycle to approximately 65 percent.
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    Pursuant to the proposed rule change, DTC would introduce an 
algorithm that would test multiple scenarios that would incorporate all 
transactions available for processing at the start of the Night Cycle 
as a single batch (``Night Batch Process''), to determine the order of 
processing of those transactions that allows for the optimal percentage 
of the transactions to satisfy risk and position controls (i.e., the 
Collateral Monitor and Net Debit Cap controls), and therefore be 
processed for settlement in the Night Cycle. Consistent with DTC's 
existing processing environment, the scenarios used would only involve 
processing of the transactions on a bilateral basis (i.e., no netting 
of Deliveries).\20\ Once the optimal order of processing has been 
identified, the results reflecting this optimal processing order would 
be incorporated into DTC's core processing environment on a 
transaction-by-transaction basis, and member output would be produced 
using existing DTC output facilities. Delivery instructions provided to 
DTC after the Night Batch Process has begun would be submitted for 
daytime processing.
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    \20\ The proposed rule change relates only to the processing 
order of Deliveries and does not impact DTC's funds settlement 
process, by which associated funds debits and credits in the 
Participant's settlement account are netted intraday to calculate, 
at any time, a net debit balance or net credit balance, resulting in 
an end-of-day settlement obligation or right to receive payment.
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Inventory Management System Submission Order
    Participants can use a profile in the Inventory Management System 
(``IMS'') that allows them to define the order in which their 
transactions get submitted for processing during the Night Cycle.\21\
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    \21\ See Securities Exchange Act Release No. 52450 (September 
15, 2005), 70 FR 55641 (September 22, 2005) (File No. SR-DTC-2005-
07) and Securities Exchange Act Release No. 50944 (December 29, 
2004), 70 FR 1927 (January 11, 2005) (File No. SR-DTC-2004-10).
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    Specifically, IMS provides Participants with two (2) different 
types of transaction ordering: Submission ordering and recycle 
ordering. The submission ordering allows Participants to control the 
order in which different transaction types are submitted into DTC's 
core processing system. The

[[Page 39027]]

submission order functionality allows Participants to prioritize 
transactions by transaction types. The recycle ordering allows 
Participants to control how DTC attempts to process recycling, or 
pending, transactions. Similar to the submission ordering, Participants 
can also prioritize transactions by transaction types under recycle 
ordering. Additionally, Participants can instruct DTC to (i) attempt 
transactions in the defined order but complete any transaction that can 
be completed, (ii) only complete transactions in the defined order, or 
(iii) not complete any transactions until instructed to do so.
    Because the proposed Night Batch Process would attempt to maximize 
settlement regardless of transaction type, the IMS profile would become 
obsolete with respect to transactions processed in the Night Cycle.
Look-Ahead Processing
    Pursuant to the Settlement Guide, DTC's look-ahead process (``Look-
Ahead Process'') runs throughout the processing day at fifteen-minute 
intervals and selects pairs of transactions that when processed 
simultaneously will not violate the involved Participants' Net Debit 
Cap, Collateral Monitor and other risk management system controls.\22\
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    \22\ See Settlement Guide, supra note 3, at 43.
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    The Look-Ahead Process reduces transaction blockage for Securities 
by identifying a receive transaction pending due to a Net Debit Cap 
insufficiency, and determines whether the processing of an offsetting 
delivery transaction pending because of a quantity deficiency in the 
same Security would permit both transactions to be completed in 
compliance with DTC's risk management system controls.\23\ DTC's 
processing system calculates the net effect to the Collateral Monitor 
and Net Debit Cap controls for all three Participants involved and if 
the net effect will not result in a deficit in the Collateral Monitor 
or Net Debit Cap for any of the three Participants, the system 
processes the transactions simultaneously.\24\
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    \23\ Id.
    \24\ Id.
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    Pursuant to the proposed rule change, because the Night Batch 
Process would provide an algorithm to maximize settlement for all 
transactions processed in the Night Cycle, the Look-Ahead Process would 
become obsolete for Night Cycle processing and would not be utilized 
for processing of transactions in the Night Batch Process.
(ii) Proposed Rule Changes
    Pursuant to the proposed rule change, DTC would add a section to 
the Settlement Guide titled ``Batch Processing'' that would set forth 
the following text:
    During the Night Batch Process, DTC evaluates each Participant's 
available positions, transaction priority and risk management controls 
and identifies the transaction processing order that optimizes the 
number of transactions processed for settlement. The Night Batch 
Process allows DTC to run multiple processing scenarios until it 
identifies an optimal processing scenario.
    At approximately 8:30 p.m. on S-1, DTC will subject all 
transactions eligible for processing to the Night Batch Process. The 
Night Batch Process will be run in an ``off-line'' batch that will not 
be visible to Participants, allowing DTC to run multiple processing 
scenarios until the optimal processing scenario is identified. Once the 
optimal scenario is identified, the results of the Night Batch Process 
will be incorporated back into DTC's core processing environment on a 
transaction-by-transaction basis, and Participant output will be 
produced using existing DTC output facilities.
    In addition, the proposed rule change would add a definition for 
the Night Batch Process to the Settlement Guide to state that it is a 
process that operates to control the order of processing of 
transactions in the Night Cycle.
    The proposed rule change would also add a sentence to the section 
of the Settlement Guide describing the Look-Ahead Process to state that 
the Look-Ahead Process would not be utilized during the Night Batch 
Process.
    As described above, the IMS profile that allows Participants to 
define the order in which their transactions get submitted for 
settlement during the Night Cycle would become obsolete. DTC's 
Procedures relating to the implementation of rule changes relating to 
this profile were set forth in two DTC Important Notices \25\ (``IMS 
Important Notices'') that were included in the applicable rule filings 
cited above,\26\ and these Procedures were not added to the text of any 
other DTC Rule or Procedure, including the Rules and Settlement Guide. 
Therefore, no amendment to the text of the Rules or a service guide is 
proposed with respect to the proposed rule change relating to this IMS 
profile. DTC would describe the proposed change relating to IMS in an 
Important Notice issued at the time of implementation of the proposed 
rule change with a citation to the two IMS Important Notices, cited 
above.
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    \25\ See DTC Important Notice No. B#6329 (September 7, 2004) and 
DTC Important Notice No. B#7594 (April 25, 2005).
    \26\ See supra note 21.
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(iii) Participant Outreach
    Beginning in March 2018, DTC has conducted ongoing outreach with 
Participants to provide them with notice of the proposed changes. As of 
the date of this filing, no written comments relating to the proposed 
changes have been received in response to this outreach. The Commission 
will be notified of any written comments received.
(iv) Implementation Timeframe
    Pending Commission approval, DTC expects to implement this proposal 
by September 26, 2019 and would announce the effective date of the 
proposed change by an Important Notice posted to its website. As 
proposed, a legend would be added to the Settlement Guide stating there 
are changes that have been approved by the Commission but have not yet 
been implemented. The proposed legend also would include a date by 
which such changes would be implemented and the file number of this 
proposal, and state that, once this proposal is implemented, the legend 
would automatically be removed from the Settlement Guide.
2. Statutory Basis
    DTC believes this proposal is consistent with the requirements of 
the Act and the rules and regulations thereunder applicable to a 
registered clearing agency. Specifically, DTC believes this proposal is 
consistent with Section 17A(b)(3)(F) of the Act \27\ for the reasons 
described below.
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    \27\ 15 U.S.C. 78q-1(b)(3)(F).
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    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.\28\ DTC believes that the proposed changes 
to implement the Night Batch Process, which would test the entire batch 
of transactions available for processing at the start of the Night 
Batch Process to determine the optimal order to process transactions in 
the Night Cycle, such that they may satisfy risk and position controls, 
would help maximize the number of transactions processed for settlement 
during the Night Cycle. Therefore, DTC believes that the proposed 
changes to implement the Night Batch Process would promote the prompt 
and accurate clearance and settlement of Securities transactions,

[[Page 39028]]

consistent with Section 17A(b)(3)(F) of the Act.
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    \28\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

    DTC believes the proposed changes could burden competition. This is 
because by implementing the Night Batch Process, Participants would no 
longer be able to use IMS to direct the prioritization of the 
processing of their transactions in the Night Cycle. DTC does not 
believe any burden on competition presented by the proposal would be 
significant, because the benefit that would be realized from the 
processing of a higher percentage of transactions during the Night 
Cycle through the optimized process described above would offset the 
burden of a Participant not being able to determine the order of 
processing on its own, and therefore render as insignificant any 
residual burden of a Participant no longer being able to use IMS to 
direct prioritization of transactions.
    DTC believes any burden on competition that is created by these 
proposed changes would be necessary and appropriate in furtherance of 
the purposes of the Act, as permitted by Section 17A(b)(3)(I) of the 
Act.\29\
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    \29\ 15 U.S.C. 78q-1(b)(3)(I).
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    The proposed changes to implement the Night Batch Process would be 
necessary in furtherance of the purposes of the Act because the Rules 
must be designed to promote the prompt and accurate clearance and 
settlement of Securities transactions.\30\ As described above, DTC 
believes that the proposed changes would promote the prompt and 
accurate clearance and settlement of Securities transactions by 
maximizing the number of settled transactions during the Night Cycle. 
As such, DTC believes these proposed changes would be necessary in 
furtherance of the purposes of the Act, as permitted by Section 
17A(b)(3)(I) of the Act.\31\
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    \30\ 15 U.S.C. 78q-1(b)(3)(F).
    \31\ 15 U.S.C. 78q-1(b)(3)(I).
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    DTC believes any burden on competition that is created by the 
proposed changes to implement the Night Batch Process would also be 
appropriate in furtherance of the purposes of the Act. The proposed 
changes would enable DTC to optimize the available Securities positions 
and their settlement order. Having the ability to optimize the 
available Securities positions and their settlement order would help 
DTC to maximize the number of settled transactions during the Night 
Cycle. As such, DTC believes these proposed changes would be 
appropriate in furtherance of the purposes of the Act, as permitted by 
Section 17A(b)(3)(I) of the Act.\32\
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    \32\ Id.
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(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

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-2019-005 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-2019-005. 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 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-2019-005 and should be submitted on 
or before August 29, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
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    \33\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-16939 Filed 8-7-19; 8:45 am]
BILLING CODE 8011-01-P