[Federal Register Volume 86, Number 30 (Wednesday, February 17, 2021)]
[Notices]
[Pages 9968-9972]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-03090]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91098; File No. SR-DTC-2021-001)]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
To Add New Fees for DTC's Money Market Instrument Program

February 10, 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 February 1, 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 DTC. DTC filed the proposed rule change pursuant 
to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(2) 
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)(2).
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The purpose of the proposed rule change is to amend the Guide to 
the DTC Fee Schedule \5\ (``Fee Guide'') to add new fees within the 
Corporate Actions section,\6\ and specifically as that section relates 
to the DTC's Money Market Instrument program (``MMI Program''),\7\ as 
described in greater detail below.\8\
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    \5\ Available at http://www.dtcc.com/~/media/Files/Downloads/
legal/fee-guides/dtcfeeguide.pdf.
    \6\ See id at 6-8.
    \7\ Pursuant to the Rules, the term ``MMI Program'' means the 
Program for transactions in MMI Securities, as provided in Rule 9(C) 
and as specified in the Procedures. See Rule 1, supra note 1. 
Pursuant to the Rules, the term ``MMI Securities'' means an Eligible 
Security described in the second paragraph of Section 1 of Rule 5, 
that would, upon a determination of eligibility by the Corporation, 
be assigned an Acronym by DTC. Id. Under the Rules, MMI Securities 
are processed differently than other Securities. See Rule 9(C), 
supra note 1; and DTC Operational Arrangements (Necessary for 
Securities to Become and Remain Eligible for DTC Services), at 3, 
available at http://www.dtcc.com/~/media/Files/Downloads/legal/
issue-eligibility/eligibility/operational-arrangements.pdf. The 
Procedures applicable to settlement processing of MMI Securities are 
set forth in the DTC Settlement Service Guide (``Settlement 
Guide''), available at http://www.dtcc.com/~/media/Files/Downloads/
legal/service-guides/Settlement.pdf.
    \8\ Each capitalized term not otherwise defined herein has its 
respective meaning as set forth in the Rules, By-Laws and 
Organization Certificate of DTC (the ``Rules''), available at http:/
/dtcc.com/~/media/Files/Downloads/legal/rules/dtc_rules.pdf.
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II. Clearing Agency's Statement of the Purpose of, and Statutory Basis 
for, the Proposed Rule Change

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

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

(1) Purpose
    The proposed rule change would amend the Fee Guide to add new fees 
within the Corporate Actions section,\9\ and specifically as that 
section relates to the MMI Program, as described below.
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    \9\ See supra note 5.

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[[Page 9969]]

Background
    The MMI Program operates using an automated platform providing MMI 
Issuing and Paying Agents \10\ (each, an ``IPA'') with the ability to 
issue, service, and settle Securities that are money market instruments 
(``MMI Securities'') that are processed in DTC's MMI Program \11\ that 
they introduce into the marketplace through DTC. The MMI Program is 
designed to provide an IPA with the capability to process all corporate 
action activity associated with MMI Securities without requiring manual 
intervention by DTC. However, from time to time, IPAs make requests for 
adjustments relating to MMI Securities that require manual intervention 
by DTC, as described below. While MMI Securities processing is fully 
automated, the adjustments require manual intervention by DTC, 
introducing settlement and operational risk to DTC and its 
Participants, as described below. DTC does not currently charge its 
Participants for these adjustments.
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    \10\ Pursuant to the Rules, the term (i) ``MMI Issuing Agent'' 
means a Participant, acting as an issuing agent for an issuer with 
respect to a particular issue for MMI Securities of that issuer, 
that has executed such agreements as the Corporation shall require 
in connection with the participation of such Participant in the MMI 
Program in that capacity, and (ii) ``MMI Paying Agent'' means a 
Participant, acting as a paying agent for an issuer with respect to 
a particular issue of MMI Securities of that issuer, that has 
executed such agreements as the Corporation shall require in 
connection with the participation of such Participant in the MMI 
Program in that capacity. See Rule 1, supra note 1.
    \11\ Eligibility for inclusion in the MMI Program covers 
Securities that are money market instruments, which are short-term 
debt Securities that generally mature 1 to 270 days from their 
original issuance date. MMI Securities include, but are not limited 
to, commercial paper, banker's acceptances and short-term bank notes 
and are issued by financial institutions, large corporations, or 
state and local governments. Most MMI Securities trade in large 
denominations (typically, $250,000 to $50 million) and are purchased 
by institutional investors. Eligibility for inclusion in the MMI 
Program also covers medium term notes that mature over a longer 
term.
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    DTC's Rules relating to settlement processing for the MMI Program 
are designed, among other things, to limit settlement risk for DTC and 
Participants. In this regard, DTC implemented rule changes (``MMI Rule 
Changes'') to the MMI Program to eliminate risks associated with intra-
day reversals of processed MMI obligations to prevent the possibility 
that a reversal could override risk controls and heighten settlement 
risk.\12\
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    \12\ See Securities Exchange Act Release No. 79764 (January 9, 
2017), 82 FR 4434 (January 13, 2017) (SR-DTC-2016-008).
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    When an issue is made eligible at DTC, DTC's system for processing 
of MMI transactions (``MMI System'') allows the IPA to create an 
instruction to add a CUSIP number \13\ (``CUSIP'') and security-level 
details (e.g., interest rate, maturity date, payment frequency) to 
DTC's masterfile.\14\ In this regard, the MMI system provides an IPA 
with the ability to issue, inquire about, withdraw or cancel 
instructions for all MMI Securities for which it is the IPA.\15\
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    \13\ A CUSIP number is the identification number created by the 
American Banking Association's Committee on Uniform Security 
Identification Procedures (CUSIP) to uniquely identify issuers and 
issues of securities and financial instruments. See Committee on 
Uniform Securities Identification Procedures, available at https://www.aba.com/about-us/our-story/cusip-securities-identification. See 
DTC Underwriting Service Guide (``Underwriting Guide''), available 
at http://www.dtcc.com/~/media/Files/Downloads/legal/service-guides/
Underwriting-Service-Guide.pdf at 6.
    \14\ See Underwriting Guide, supra note 13 at 12.
    \15\ See id at 13.
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    When a maturity date, call date or payable date (``Event Date'') 
for an MMI Security that is on deposit at DTC arrives, the event is 
automatically processed by the MMI System. First, the MMI System would 
require the IPA to acknowledge its payment obligations associated with 
the event.\16\ Second, once the transaction is acknowledged by the IPA, 
the MMI System would process the related maturity, redemption or 
interest payment, which includes Deliveries of Securities between 
Participants and IPAs, as applicable, and inclusion of related funds 
payments in DTC's end-of-day settlement.\17\
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    \16\ See Settlement Guide, supra note 7 at 46-47.
    \17\ See id at 47.
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    If an IPA notifies DTC on or after an Event Date that the IPA needs 
to modify details that impact the processing of an event, such as 
changing the Event Date to a later date, modifying the event type 
(e.g., from a principal payment to an interest payment) or a changing 
the rate, this presents DTC and its Participants with increased 
settlement and operational risk that the Rules applicable to the MMI 
Program have been designed to mitigate. In the case of a change in 
Event Date once that date has arrived, because the MMI System would 
have begun processing the event, effecting the change would require DTC 
to manually back the event out of the MMI System and change the Event 
Date. In cases where the transaction has been processed, this would 
require a reversal of the transaction, involving movement of Securities 
and reversals of funds credits and debits to the IPA and Participants 
holding the affected MMI Security, that the MMI Rule Change was 
intended to eliminate.\18\ Any resulting reversals of funds credits to 
Participants whose Securities are being redeemed would create 
settlement risk for DTC and Participants if it is in an amount that 
places the Participant in a Net Debit Balance, by potentially causing 
affected Participants to be in a position to satisfy a Net Debit 
Balance it might not otherwise have incurred and that would need to be 
funded in order to complete settlement. Operational risk arises as well 
since manual intervention is required to make the reversals which 
introduces the possibility of a manual error by staff making the 
entries. Similar risks arise in the case of a modification of the event 
type or change in interest rate, each of which requires manual 
intervention by DTC to make the adjustment requested by the IPA and 
potential movement of Securities and/or reversal of funds credits and 
debits. In addition, incorrect information previously provided by an 
IPA that requires adjustment and related to a transaction that has been 
acknowledged by an IPA could present settlement risk to DTC and 
Participants in the event DTC was unable to make the requested 
adjustment on that date and the IPA was not able to meet its related 
obligation to make payment for the affected MMI Securities.
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    \18\ Tasks involved for DTC to make an adjustment, may include, 
but not be limited to, receiving the request from the Participant, 
determining the positions that would be impacted by the adjustment, 
reviewing the positions and obligations of the affected 
Participants, and effectuating the adjustment. Most issues for which 
adjustments are requested have many holders, and the processing of 
the adjustments causes heightened operational risk to DTC and its 
Participants.
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    As a Participant, an IPA maintains a responsibility to check the 
accuracy, where applicable, of all statements and reports received from 
DTC and to notify DTC of any discrepancies.\19\ DTC relies, among other 
things, upon the duty of Participants and other authorized users to 
exercise diligence in all aspects of each transaction processed through 
DTC.\20\ IPAs receive output and have access to reports on DTC's MMI 
System regarding the status of their issues. Failure of Participants to 
correct errors and discrepancies, including those relating to data that 
is provided by them for MMI Securities they service, such as Event 
Dates, types and rates, in a timely manner may create undue settlement 
and operational risk to DTC and its Participants, such as those 
described above.
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    \19\ See Settlement Guide, supra note 7 at 2.
    \20\ Id.
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    In this regard, adjustments can normally be made by an IPA during 
the lifecycle of the MMI Security with minimal intervention by DTC if 
the adjustment is made prior to an Event Date because the MMI System 
would

[[Page 9970]]

not yet have begun processing the event. However, if an IPA does not 
act to correct the information for its issue prior to an Event Date, 
DTC would process the event using the existing information that was 
previously entered by the IPA in the MMI System.\21\ Once processing on 
the Event Date has begun, adjustments require intervention by DTC in 
the form of manual entry of movements of MMI Securities and funds to 
effectuate the adjustments. DTC staff must perform a significant amount 
of work to input the adjustment and ensure it settles accurately in a 
timely fashion. Depending on the amount, an adjustment may have a 
significant effect on the amount of a Participant's net settlement 
balance, presenting settlement risk and settlement uncertainty to DTC 
and the Participant. In addition, the Participant that held an MMI for 
which the transaction has been processed must be contacted, and 
agreement by the Participant to the adjustment must be received, prior 
to entering the adjustment, which can extend the period of uncertainty 
relating to settlement of the transaction.
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    \21\ The terms of an MMI Security, including maturity date, 
redemption dates, and interest rates are established at the time of 
the Securities issuance, and are entered directly by the IPA into 
the MMI System in connection with the issuance of the MMI Security, 
as described above.
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    Considering the risks presented by the processing of adjustments 
relating to MMI Securities as discussed above, DTC is proposing to add 
new fees to the Fee Guide to encourage an IPA to implement practices 
that promote efficient market behavior, including meeting an IPA's 
obligations to reconcile its activity at DTC and ensure its accuracy in 
accordance with the Rules. The fees would be intended to (i) deter 
behavior by an IPA, such as the input of incorrect information and/or a 
failure to timely reconcile its MMI activity, that could result in the 
IPA requesting an adjustment that presents settlement and operational 
risk to DTC and its Participants that the MMI Rule Change was designed 
to eliminate, and (ii) encourage IPAs, through disincentives, to 
perform the necessary levels of due diligence and operational 
disciplines to fulfill their obligations. The proposed fees would be 
set on a sliding scale, categorized by three types of adjustment 
requests, that considers the level of settlement risk DTC believes an 
adjustment type presents to DTC and its Participants, as described 
below.
    First, adjustments requiring position reinstatement to reverse a 
processed transaction either on Event Date or after Event Date, would 
cause the IPA for the affected MMI Security to incur a fee of $10,000 
per CUSIP. This type of adjustment would incur the highest of the three 
proposed adjustment fee amounts because it involves the movement of MMI 
Securities positions between an IPA and Participants and the debit of 
funds previously credited to Participants for the redemption of the MMI 
Securities. This type of adjustment presents the highest level of risk 
as it involves the reinstatement of the full position and the debiting 
of the full value of an issue that was previously credited to 
Participants holding the issue. This type of adjustment would present a 
higher level of settlement risk than an adjustment of an event type, 
such as an interest payment, that would typically be for a percentage 
amount that is less than the full value of the MMI Securities 
outstanding for the CUSIP.
    Second, events requiring the modification of the event type would 
cause the IPA for the affected MMI Security to incur a fee of $7,500 
per CUSIP. This type of adjustment would incur the second highest fee 
of the three proposed adjustment fee categories because it would 
typically involve the movement of Securities and funds, though not for 
the entire outstanding amount of the issue, and therefore presents 
potential settlement risk to DTC and Participants, although potentially 
less than if a reinstatement to reverse a full redemption of a Security 
was required to make the requested adjustment.
    Third, events requiring a rate change and possibly a manual 
allocation of funds relating to the corrected rate would cause the IPA 
for the affected issue to incur a charge of $2,000 per CUSIP. This type 
of adjustment would incur the lowest fee amount of the three proposed 
adjustment fee categories because it would involve the movement of 
funds, either in the form of an allocation to, or a debit from, 
Participants holding an MMI Security, and would not involve the 
movement of MMI Securities.
Proposed Rule Change
    Pursuant to the proposed rule change, the following entries would 
be added to the Fee Guide in the Corporate Actions section \22\ under 
the heading for ``Agent Fees'':
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    \22\ See Fee Guide, supra note 5 at 6-8.

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             Fee name                Amount ($)          Conditions
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MMI Position Reinstatement                 10,000  per CUSIP.
 (Maturity Date/Call Date/Payable
 Date Correction).
Event Type Modification (Change             7,500  per CUSIP.
 of Principal to Interest).
Rate Change (Post-Payable) And              2,000  per CUSIP.
 Manual Allocations.
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    Over the course of the previous two years, DTC has discussed with 
impacted Participants the (i) risks associated with Participants' 
practices with respect to MMI processing that results in their requests 
to make late adjustments and (ii) proposed fees. While Participants 
have been informed of these risks and the potential for the fee 
proposal, and, the requests from Participants for late adjustments have 
continued to an extent that DTC believes the implementation of proposed 
fees is necessary to encourage the Participants to adjust their 
practices to avoid the need for the late adjustments to their MMI 
activity.
Implementation Timeframe
    The proposed rule change would become effective upon filing with 
the Commission such that the text of the Fee Guide would be revised as 
set forth above.
(2) Statutory Basis
    DTC believes that 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 that this 
proposal is consistent with Sections 17A(b)(3)(D) \23\ and 17A(b)(3)(F) 
\24\ of the Act and Rule 17Ad-22(e)(23)(ii),\25\ as promulgated under 
the Act, for the reasons described below.
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    \23\ 15 U.S.C. 78q-1(b)(3)(D).
    \24\ 15 U.S.C. 78q-1(b)(3)(F).
    \25\ 17 CFR 240.17Ad-22(e)(23)(ii).
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    (i) Section 17A(b)(3)(D) of the Act requires, inter alia, that the 
Rules provide for the equitable allocation of reasonable dues, fees, 
and other charges among participants.\26\ For the reasons set forth 
below, DTC believes that the

[[Page 9971]]

proposed rule change described above would provide for the equitable 
allocation of reasonable dues, fees, and other charges among 
participants.
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    \26\ 15 U.S.C. 78q-1(b)(3)(D).
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    DTC believes that the proposed rule change to add new fees as 
described above under a new heading ``MMI Exception Processing Fees'' 
would provide for the equitable allocation of reasonable fees.\27\ Each 
proposed fee under this heading would be charged to a Participant in 
accordance with the types and numbers of MMI-related adjustments 
requested by a Participant. In this regard, DTC believes the proposed 
MMI exception processing fees would be equitably allocated because each 
Participant that requests an adjustment relating to an MMI event that 
has reached its Event Date would be charged in accordance with the risk 
DTC believes that the Participant's exception processing request 
presents to DTC and its Participants, based on the proposed three 
categories of adjustments and respective fees, as described above. 
Further, DTC believes that the proposed fees would be reasonable. As 
discussed above, the proposed fees were designed specifically to 
incentivize Participants to accurately input information relating to 
MMI Securities and timely address any discrepancies so as to avoid the 
risks to DTC and Participants associated with exception processing in 
this regard. DTC believes that charging fees in the amounts as proposed 
would provide the necessary encouragement to Participants to adjust 
their own practices with respect to MMI processing so as to avoid (i) 
the risks discussed above to DTC and its Participants associated with 
late MMI adjustment processing and (ii) incurring the proposed fees.
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    \27\ Id.
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    (ii) Section 17A(b)(3)(F) \28\ of the Act requires, inter alia, 
that the Rules provide for the prompt and accurate clearance and 
settlement of securities transactions by DTC. DTC believes that the 
proposed MMI exception processing fees, as described above, would 
provide for the prompt and accurate clearance and settlement of 
securities transactions, because DTC believes it would encourage IPAs 
to make timely adjustments to MMI issues they are responsible for, and 
avoid unexpected transactions that reverse payments and Securities 
movements associated with MMI transactions that are subject to an 
adjustment on or after the relevant Event Date, Therefore, the proposed 
rule change would enhance certainty for Participants with respect to 
their settlement obligations by allowing them to (i) allocate funds and 
Securities accordingly and (ii) promote their ability to satisfy their 
settlement obligations in a timely manner.
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    \28\ 15 U.S.C. 78q-1(b)(3)(F).
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    (iii) Rule 17Ad-22(e)(23)(ii) under the Act requires DTC to 
establish, implement, maintain and enforce written policies and 
procedures reasonably designed to provide sufficient information to 
enable participants to identify and evaluate the risks, fees, and other 
material costs they incur by participating in DTC.\29\ DTC believes 
that the proposed rule changes with respect to implementing MMI 
exception processing fees would help ensure that the pricing structure 
of the Fee Guide is well-defined and clear to Participants. Having a 
well-defined and clear Fee Guide would help Participants to better 
understand the fees and help provide Participants with increased 
predictability and certainty regarding the fees they incur in 
participating in DTC. In this way, DTC believes the proposed rule 
changes to the Fee Guide, as described above, are consistent with Rule 
17Ad-22(e)(23)(ii) under the Act, cited above.
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    \29\ 17 CFR 240.17Ad-22(e)(23)(ii).
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(B) Clearing Agency's Statement on Burden on Competition

    Impact on Competition. DTC believes that the proposed rule change 
to add new fees as described above may have an impact on competition, 
because these proposed adjustments could result in a fee increase to 
Participants for the relevant service.\30\ DTC believes that the 
proposed fees for adjustments to MMI processing requested by 
Participants could create a burden on competition by negatively 
affecting such Participants' operating costs. However, DTC believes 
that the burden on competition would not be significant and would be 
necessary and appropriate 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)(I).
    \31\ Id.
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    Burden on Competition Would Not Be Significant. DTC believes that 
any burden on competition that may be imposed by the proposed fees for 
adjustments would be insignificant because a Participant can avoid the 
fee by submitting adjustments before an Event Date for a given 
Security.
    Burden on Competition Would Be Necessary and Appropriate. DTC 
believes that any burden on competition that is created by the proposed 
fees for MMI adjustments would be necessary and appropriate in 
furtherance of the purposes of the Act, as permitted by Section 
17A(b)(3)(I) of the Act.\32\ The proposal necessary to manage the 
potential risks posed to the Participants relating to adjustments, as 
described above. The proposal is appropriate because of the size of the 
proposed fees are tied to the underlying risks associated with 
adjustment requests, as described above. Therefore, DTC believes that 
any burden on competition that may be imposed by the proposed rule 
changes would be necessary and appropriate, as permitted by Section 
17A(b)(3)(I) of the Act.\33\
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    \32\ 15 U.S.C. 78q-1(b)(3)(I).
    \33\ 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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) \34\ of the Act and paragraph (f) \35\ 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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    \34\ 15 U.S.C 78s(b)(3)(A).
    \35\ 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-2021-001 on the subject line.

Paper Comments

     Send paper comments in triplicate to Vanessa Countryman, 
Secretary, Securities and Exchange Commission,

[[Page 9972]]

100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-DTC-2021-001. 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 such 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-2021-001 and 
should be submitted on or before March 10, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\36\
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    \36\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-03090 Filed 2-16-21; 8:45 am]
BILLING CODE 8011-01-P