[Federal Register Volume 88, Number 1 (Tuesday, January 3, 2023)]
[Notices]
[Pages 121-125]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-28483]


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SECURITIES AND EXCHANGE COMMISSION

Release No. 34-96586; File No. SR-DTC-2022-014]


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

December 27, 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 December 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)(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 proposed rule change \5\ consists of amendments to the Guide to 
the DTC Fee Schedule \6\ (``Fee Guide'') to revise certain fees charged 
to Participants for settlement services,\7\ as described below.
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    \5\ Each capitalized term not otherwise defined herein has its 
respective meaning as set forth the Rules, By-Laws and Organization 
Certificate of DTC (the ``Rules''), available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
    \6\ Available at http://www.dtcc.com/~/media/Files/Downloads/
legal/fee-guides/dtcfeeguide.pdf.
    \7\ Pursuant to Rule 2, Section 1, each Participant shall pay to 
DTC the compensation due it for services rendered to the Participant 
based on DTC's fee schedules. See Rule 2, supra note 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 proposed rule change would amend the Fee to revise certain fees 
charged to Participants for settlement services, as described below.
Overview
    DTC is a central securities depository, and as such, provides a 
central location in which Eligible Securities \8\ may be

[[Page 122]]

immobilized, or through which Securities may be dematerialized, and 
interests, in the form of Security Entitlements,\9\ in those Securities 
reflected in Accounts maintained for Participants.\10\ DTC provides its 
Participants with settlement services relating to Deliveries \11\ of 
such Securities on DTC's books.\12\
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    \8\ Pursuant to Rule 5, Section 1, an Eligible Security shall 
only be a Security accepted by DTC, in its sole discretion, as an 
Eligible Security. See Rule 5, supra note 5. See also, DTC 
Operational Arrangements Necessary for Securities to Become and 
Remain Eligible for DTC Services (``OA''), available at http://
www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/
eligibility/operational-arrangements.pdf, at 6-19 (setting forth DTC 
eligibility requirements).
    \9\ Pursuant to Rule 1, the term ``Security Entitlement'' has 
the meaning given to the term ``security entitlement'' in Section 8-
102 of the New York Uniform Commercial Code. The interest of a 
Participant or Pledgee in a Security credited to its Account is a 
Security Entitlement. See Rule 1, supra note 5.
    \10\ See also DTC Disclosure Framework for Covered Clearing 
Agencies and Financial Market Infrastructures, available at https://www.dtcc.com/-/media/Files/Downloads/legal/policy-and-compliance/DTC_Disclosure_Framework.pdf, at 5.
    \11\ 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. 
A Delivery may be a Delivery Versus Payment or a Free Delivery, or 
both collectively, as the context may require. See Rule 1, supra 
note 5.
    \12\ See Rule 9(A), Rule 9(B), Rule 9(C) and Rule 9(D), supra 
note 5, and Settlement Service Guide (``Settlement Guide''), 
available at http://www.dtcc.com/~/media/Files/Downloads/legal/
service-guides/Settlement.pdf, at 21-31. DTC allows a Participant to 
settle securities transactions by making book-entry Deliveries to 
another Participant's account. DTC reduces the seller's position and 
increases the buyer's position without the need to move physical 
certificates. See Settlement Guide at 4-5.
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    DTC operates a ``low cost'' pricing model and has in place 
procedures to control costs and to regularly review pricing levels 
against costs of operation. It reviews pricing levels against its costs 
of operation during the annual budget process. The budget is approved 
annually by the Board. DTC's fees are cost-based plus a markup, as 
approved by the Board or management (pursuant to authority delegated by 
the Board), as applicable. This markup of ``low margin'' is applied to 
recover development costs and operating expenses, and to accumulate 
capital sufficient to meet regulatory and economic requirements.\13\
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    \13\ For this purpose, DTC has established a percentage-based 
range (``Preferred Range'') for its operating margin. Currently, 
DTC's operating margin is below the Preferred Range and the fee 
increase is projected to bring DTC's operating margin within the 
Preferred Range.
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    After evaluation of DTC's short-term and long-term financial 
position in consideration of expected Participant activity, revenues, 
cost of funding, market volatility, and the financial markets more 
broadly, DTC has determined that it should increase the overall amount 
it collects from Participants through fees for its settlement services 
relating to Deliveries in order to cover its costs for settlement 
services and maintain the appropriate low margin above costs.
    Specifically, operating expense increases for DTC's settlement 
services are driven by compensation and contract inflation, IT risk 
mitigation, resiliency initiatives and infrastructure investments 
partially offset by efficiencies. In this regard, the proposed rule 
change would increase certain fees relating to book-entry delivery in 
the settlement services section \14\ of the Fee Guide to bring the 
operating margin for DTC's settlement services within the Preferred 
Range, as described below.
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    \14\ See Fee Guide, supra note 6, at 18.
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Fee Revisions and Consolidations for Certain Settlement Services
Fee Increase for Day Deliver Orders
    A Participant may submit an instruction (``Deliver Order'') to DTC 
to make a Delivery \15\ of Eligible Securities via book-entry to 
another Participant's account.\16\ DTC reduces the Deliverer's \17\ 
position and increases the Receiver's \18\ position without the need to 
move physical certificates. Deliveries can be made Delivery Versus 
Payment \19\ or as a Free Delivery,\20\ depending on the applicable 
Participant's delivery instructions provided in the Deliver Order.
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    \15\ Supra note 12.
    \16\ See Rule 9(B), supra note 5.
    \17\ Pursuant to Rule 1, the term ``Deliverer,'' as used with 
respect to a Delivery of a Security, means the Person which Delivers 
the Security. See Rule 1, supra note 5.
    \18\ Pursuant to Rule 1, the term ``Receiver,'' as used with 
respect to a Delivery of a Security, means the Person which receives 
the Security. See id.
    \19\ Pursuant to Rule 1, the term ``Delivery Versus Payment'' 
means a Delivery against a settlement debit to the Account of the 
Receiver, as provided in Rule 9(A) and Rule 9(B) and as specified in 
the Procedures. See Rule 1, supra note 5.
    \20\ Pursuant to Rule 1, the term ``Free Delivery'' means a 
Delivery free of any payment by the Receiver through the facilities 
of the Corporation, as provided in Rule 9(B) and as specified in the 
Procedures. See id.
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    A Participant is charged a fee, named in the Fee Guide as ``Day 
Deliver Order (including reclaims; excluding stock loans),'' (``Day 
Deliver Order Fee'') of 40 cents for a Deliver Order, except the charge 
is 17 cents for Deliver Orders submitted by the Participant for 
processing in the night cycle.\21\ The latter fee, named the ``Night 
Deliver Order'' fee \22\ (``Night Deliver Order Fee''), is lower than 
the former because it is designed to encourage earlier submission of 
transactions by Participants, which results in more efficient 
settlement processing by increasing the volume of transactions 
processed in the night-cycle, which, in turn, enhances intraday 
settlement processing.\23\
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    \21\ See Fee Guide, supra note 6, at 18. On the night before 
settlement day (``S-1'') DTC commences ``night cycle'' processing. 
During the night cycle, DTC operates a process (``Night Batch 
Process'') that utilizes a settlement processing algorithm capable 
of evaluating each Participant's transaction obligations, available 
positions, transaction priorities and risk management controls. 
Specifically, at approximately 8:30 p.m. on S-1, DTC subjects all 
transactions eligible for processing to the Night Batch Process. The 
Night Batch Process runs ``off-line'' (i.e., is not 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 are incorporated back 
into DTC's core processing environment on a transaction-by-
transaction basis prior to the start of daytime processing. 
Transactions that have satisfied DTC's risk controls will be staged 
for settlement. However, as was the case prior to this change, if a 
transaction cannot satisfy DTC's control functions initially, then 
it will recycle throughout the day, continuously attempting to 
satisfy the controls until approximately 3:10 p.m. for valued 
transactions and until 6:35 p.m. for free transactions. See 
Settlement Guide, supra note 12, at 7 and 72.
    \22\ See id.
    \23\ See Securities Exchange Act Release No. 84768 (December 10, 
2018), 83 FR 64401 (December 14, 2018) (SR-DTC-2018-011).
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    The Receiver of the Delivery is charged 11 cents, regardless of 
time, per receive. This fee is named in the Fee Guide as ``Receive, 
regardless of time (excluding reclaims and stock loans and returns).'' 
\24\
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    \24\ See Fee Guide, supra note 6, at 18.
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    Pursuant to the proposed rule change, DTC would increase the Day 
Deliver Order Fee from 40 cents to 54 cents per item. The proposed fee 
reflects an amount that would facilitate DTC's ability, as discussed 
above, to increase the overall fees DTC collects from Participants 
relating to its settlement services in order to cover its costs and 
maintain the appropriate low margin above costs.
    As a result of the above-described proposed change, the Fee Guide 
entry for the Day Deliver Order Fee would be revised, as follows (Bold, 
italicized text indicates additions, Bold, strikethrough text indicates 
deletions):

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------------------------------------------------------------------------
            Fee name               Amount ($)           Conditions
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Day deliver order (including          0.40 0.54  Per item; charged to
 reclaims; excluding stock                        deliverer; applies to
 loans).                                          each DO submitted.
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    As a result of its review of pricing levels against costs of 
operation of its settlement services, DTC believes that the proposed 
fee changes would enable DTC to offset its cost and expense while 
generating a low margin within the Preferred Range.
Fee Increase for Deliveries and Receives of Securities To and From CNS
    Another important use of DTC book-entry transfer services is the 
interface of DTC with its affiliate National Securities Clearing 
Corporation (``NSCC'') for the processing of trades that are cleared 
and settled in the NSCC Continuous Net Settlement (``CNS'') system and 
are processed as Free Deliveries at DTC.\25\ DTC also processes Free 
Deliveries as instructed by NSCC to DTC relating to NSCC's Automated 
Customer Account Transfer Service (``ACATS'').\26\
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    \25\ See Settlement Guide, supra note 12, at 18-20.
    \26\ See id at 20.
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    A Participant is charged 7 cents for the Delivery of a Security to 
the NSCC CNS account at DTC (``CNS Account'') or for an ACATS Delivery 
on the Participant's behalf.\27\ Likewise, the receiving Participant of 
a Security from the CNS Account is charged 7 cents for the Delivery of 
the Securities from the CNS Account or for an ACATS Delivery to its 
account.\28\ This fee is named in the Fee Guide as ``Delivery to/from 
CNS (including ACATS).'' \29\
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    \27\ See Fee Guide, supra note 6, at 18.
    \28\ Id.
    \29\ Id.
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    Specifically, pursuant to the proposed rule change, DTC would 
increase the Delivery to/from CNS (including ACATS) fee from 7 cents to 
17 cents.
    As a result of the above-described proposed changes, the text of 
the Fee Guide relating to these fees would be revised as follows (Bold, 
italicized text indicates additions, Bold, strikethrough text indicates 
deletions):

------------------------------------------------------------------------
            Fee name               Amount ($)           Conditions
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Delivery to/from CNS (including       0.07 0.17  Per delivery or
 ACATS).                                          receive.
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    As a result of its review of pricing levels against costs of 
operation, DTC believes that these proposed fee amounts would enable 
DTC to offset its cost and expense while generating a low margin.
Participant Impact
    The proposed rule change is expected to increase DTC's annual 
revenue by approximately $30 million. Individual Participant impacts 
are project to vary depending on a Participant's settlement activity 
impacted by the proposed fee changes. As a result of the fee change, 
(i) 80% of Participants are projected to incur a 25% or less increase 
in overall fees charged, (ii) 13% are projected to incur an increase 
above 25% and below 50%, and (iii) 7% of Participants are projected to 
incur an increase in fees of greater than 50%.
Participant Outreach
    DTC has conducted ongoing outreach to each Participant in order to 
provide them with notice of the proposed changes and the anticipated 
impact for the Participant. 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.
Implementation Timeframe
    DTC would implement this proposal on January 1, 2023. As proposed, 
a legend would be added to the Fee Guide stating there are changes that 
have become effective upon filing with the Commission but have not yet 
been implemented. The proposed legend also would include a date on 
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 Fee 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 the proposed 
changes to modify settlement service fees, as described above, are 
consistent with Section 17A(b)(3)(D) of the Act,\30\ for the reasons 
described below. DTC believes that the proposed changes to update the 
Fee Guide with the new fees are consistent with Rule 17Ad-
22(e)(23)(ii),\31\ as promulgated under the Act, for the reasons 
described below.
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    \30\ 15 U.S.C. 78q-1(b)(3)(D).
    \31\ 17 CFR.17Ad-22(e)(23)(ii).
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    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.\32\ For the reasons set forth 
below, DTC believes that each of the proposed rule changes described 
above would provide for the equitable allocation of reasonable dues, 
fees, and other charges among Participants.
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    \32\ 15 U.S.C. 78q-1(b)(3)(D).
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    DTC believes the proposed rule change to (i) increase the Day 
Deliver Order Fee, and (ii) increase the Delivery to/from CNS fee as 
described above, would provide for the equitable allocation of 
reasonable fees. While the impact of the proposed fees would vary based 
on Members' usage of the underlying DTC services, the proposed rule 
change would not alter how these Fees are calculated or how such fees 
are allocated to Participants. In this regard, since the proposed 
change would not alter how these fees are charged to Participants, DTC 
believes that the fees would continue to be equitably allocated because 
they would continue to be charged based on volume of transaction 
activity for a given Participant. More specifically, as mentioned 
above, the Day Deliver Order Fee and the Night Deliver Order Fee are 
charged based on a Participant's volume of Deliveries during the 
applicable timeframes, as described above. As such, and as is currently 
the case, Participants that provide a greater number of Delivery 
instructions, or receive a greater number of Deliveries, would 
generally be subject to a higher overall charge for Deliveries and/or 
Receives, as applicable, based on volume of related transactions. 
Conversely, Participants that make fewer Deliveries and or receive few 
Deliveries would generally be subject to a smaller overall charge for 
Deliveries and receives based on volume.
    Similarly, DTC believes that the Day Deliver Order Fee and the 
Delivery to/from CNS fee would continue to be

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reasonable fees under the proposed change described above. The proposed 
fees were selected for adjustment based on an analysis of projected 
market volumes and revenues for DTC during its annual budgeting 
process. Based on this analysis, first, DTC determined that it would 
increase the Delivery to/from CNS fee by an amount similar to the 
amount it was reduced in 2021.\33\ DTC then determined that the Day 
Deliver Order Fee, which was also reduced in 2021, would be increased 
by an amount sufficient to close a remaining projected shortfall of 
DTC's operating margin versus the Preferred Range.\34\ The proposed fee 
changes are intended to better align to the projected operating costs 
and expenses of DTC relating to settlement service and would result in 
an overall increase of fees imposed on DTC's Participants and are 
expected to bring DTC's operating margin for its settlement services 
within the Preferred Range. For this reason, DTC believes that the 
proposed rule change to (i) increase the Day Deliver Order Fee, and 
(ii) increase the Delivery to/from CNS fee, as described above, would 
be reasonable fees charged by DTC for these services and is consistent 
with Section 17A(b)(3)(D) of the Act.\35\
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    \33\ In 2021, DTC reduced this fee from 16 cents to the current 
7 cents. See Securities Exchange Act Release Number 90546 (December 
7, 2020), 85 FR 78897 (December 1, 2020) (SR-DTC-2020-014).
    \34\ In 2021, DTC reduced the Day Deliver Order Fee from 45 
cents to the current 40 cents. Id.
    \35\ Supra note 32.
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    Rule 17Ad-22(e)(23)(ii) under the Act \36\ 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 the covered clearing 
agency. The proposed fees would be clearly and transparently published 
in the Fee Guide, which is available on a public website,\37\ thereby 
enabling Participants to identify the fees and costs associated with 
participating in DTC. As such, DTC believes the proposed rule change is 
consistent with Rule 17Ad-22(e)(23)(ii) under the Act.\38\
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    \36\ 17 CFR 240.17Ad-22(e)(23)(ii).
    \37\ See supra note 6.
    \38\ 17 CFR 240.17Ad-22(e)(23)(ii).
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(B) Clearing Agency's Statement on Burden on Competition

    DTC believes that the proposed rule change to increase the Day 
Deliver Order Fees and the Delivery to/from CNS fee may present a 
competitive burden among Participants because this change could 
increase the fees of those Participants that perform activity covered 
by these fees. DTC does not believe the proposed change in and of 
itself would mean that the burden on competition among Participants is 
significant. This is because even though the amount of the fee increase 
may seem significant, DTC believes the increase in fees would similarly 
affect all Participants that utilize DTC's services and be reflective 
of each Participant's individual activity at DTC, and therefore the 
burden on competition would not be significant. Regardless of whether 
the burden on competition is deemed significant, DTC believes any 
burden that is created by the proposed change would be necessary and 
appropriate in furtherance of the purposes of the Act, as permitted by 
Section 17A(b)(3)(I) of the Act.\39\
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    \39\ 15 U.S.C. 78q-1(b)(3)(I).
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    Any such burden would be necessary because these proposed fee 
increases would provide DTC with the ability to achieve and maintain 
its net income margin. Any such burden would be appropriate because DTC 
believes that the fees would continue to be equitably allocated because 
they would continue to be charged based on volume of transaction 
activity for a given Participant.

(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 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-submitcomments. General questions 
regarding the rule filing process or logistical questions regarding 
this filing should be directed to the Main Office of the Commission's 
Division of Trading and Markets at [email protected] or 202-
551-5777.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) \40\ of the Act and paragraph (f) \41\ 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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    \40\ 15 U.S.C. 78s(b)(3)(A).
    \41\ 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-2022-014 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-2022-014. 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,

[[Page 125]]

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-2022-014 and should be submitted on 
or before January 24, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\42\
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    \42\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-28483 Filed 12-30-22; 8:45 am]
BILLING CODE 8011-01-P