[Federal Register Volume 88, Number 68 (Monday, April 10, 2023)]
[Notices]
[Pages 21214-21216]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-07413]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97250; File No. SR-DTC-2023-004]
Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Make Administrative Updates to DTC's Rules, Organization
Certificate, and Certain Service Guides
April 4, 2023.
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 March 28, 2023, 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)(3) 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)(3).
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I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule change \5\ would (i) update the Rules to reflect
the change in address of DTC's principal office from 55 Water Street,
New York, NY 10041 (``55 Water'') to 140 58th Street, Brooklyn, NY
11220 (``140 Brooklyn'') in DTC's Organization Certificate; (ii) update
Rule 2 to remove a reference to 55 Water and provide an email address
for Participants and Pledgees to send a copy of any notices to DTC;
(iii) update the Important Legal Information disclaimers of DTC's
ClaimConnect\TM\ Service Guide, Custody Service Guide, Deposits Service
Guide, and Settlement Service Guide to provide more appropriate URL
addresses and remove references to DTCC Learning that are no longer
applicable, and in the ClaimConnect Service Guide and Settlement
Service Guide, delete an errant copyright mark at the end of the DTCC
Learning reference; (iv) update DTC's Distributions Service Guide to
correct a technical error in an address provided; and (v) update DTC's
Deposits Service Guide to change the mailing address for assignments to
Cede & Co. from Box 20, Bowling Green Station, New York, NY 10274
(``Bowling Green'') to 570 Washington Blvd., Jersey City, NJ 07310
(``570 Washington''), as described in greater detail below.
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\5\ Each capitalized term not otherwise defined herein has its
respective meaning as set forth in the Rules, By-Laws and
Organization Certificate of DTC (the ``Rules''), ClaimConnect\TM\
Service Guide, Custody Service Guide, Deposits Service Guide,
Distributions Service Guide, and Settlement Service Guide, as
applicable, available at http://www.dtcc.com/legal/rules-and-procedures.aspx.
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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 (i) update the Rules to reflect the
change in address of DTC's principal office from 55 Water to 140
Brooklyn in DTC's Organization Certificate; (ii) update Rule 2 to
remove a reference to 55 Water and provide an email address for
Participants and Pledgees to send a copy of any notices to DTC; (iii)
update the Important Legal Information disclaimers of DTC's
ClaimConnect\TM\ Service Guide, Custody Service Guide, Deposits Service
Guide, and Settlement Service Guide to provide more appropriate URL
addresses and remove references to DTCC Learning that are no longer
applicable, and in the ClaimConnect Service Guide and Settlement
Service Guide, delete an errant copyright mark at the end of the DTCC
Learning reference; (iv) update DTC's Distributions Service Guide to
correct a technical error in an address provided; and (v) update DTC's
Deposits Service Guide to change the mailing address for assignments to
Cede & Co. from Bowling Green to 570 Washington, as described in
greater detail below.
[[Page 21215]]
Proposed Updates to the Rules
Organization Certificate
DTC proposes to update its Organization Certificate, which
currently states that DTC's principal office is located at 55 Water.
DTC is vacating 55 Water and relocating its principal office to 140
Brooklyn. As such, DTC would update its Organization Certificate to
state 140 Brooklyn as the location of its new principal office.
Rule 2
DTC proposes to revise Section 4 of Rule 2 (Participants and
Pledgees), which currently provides that any notice from a Participant
or Pledgee to DTC, including any notice under any agreement between DTC
and a Participant or Pledgee, shall be sufficiently served on DTC if
the notice is in writing and delivered or mailed to DTC at 55 Water.
DTC would update this provision by replacing 55 Water with ``its
principal office,'' and adding an email address for sending a copy of
notices to DTC's General Counsel's Office.
Proposed Updates to DTC Service Guides
ClaimConnect Service Guide, Custody Service Guide, Deposits Service
Guide, and Settlement Service Guide
Currently, the Important Legal Information disclaimers at the
beginning of the ClaimConnect Service Guide, Custody Service Guide,
Deposit Service Guide, and Settlement Service Guide each provide, inter
alia, information about where to access the applicable service guide
(as well as DTC's other service guides) and DTC Important Notices.
Those disclaimers also state that inquiries about DTC's service guides
should be directed to DTCC Learning at 55 Water and provide a specific
email address.
The proposed rule change would update the Important Legal
Information disclaimers of each of those four service guides to provide
more appropriate URL addresses for accessing the DTC service guides and
Important Notices, and to remove references to contacting DTCC Learning
because DTCC Learning is no longer a central resource for fielding
general inquiries regarding the service guides themselves. Rather,
inquiries regarding the services covered in the guides should be
directed to the appropriate resources for the related services, as
already identified throughout the service guides.
Additionally, in the ClaimConnect Service Guide and Settlement
Service Guide, an errant copyright mark at the end of the DTCC Learning
reference in the Important Legal Information disclaimer would be
deleted.
Distributions Service Guide
Currently, the DTC Distributions Service Guide lists the address of
DTC's Central Delivery Department as 570 Washington Street, Jersey
City, NJ (emphasis added). However, ``Street'' is incorrect--it should
be ``Boulevard.'' As such, the proposed rule change would update the
address from ``Street'' to ``Blvd.'' and add the corresponding zip code
of 07310.
Deposits Service Guide
Currently, the DTC Deposits Service Guide lists the address for
assignments to Cede & Co. as Bowling Green. The proposed rule change
would update the address from Bowling Green to 570 Washington.
2. Statutory Basis
Section 17A(b)(3)(F) of the Act requires that the rules of the
clearing agency be designed, inter alia, to promote the prompt and
accurate clearance and settlement of securities transactions.\6\ DTC
believes the proposed rule change is consistent with the Section
17A(b)(3)(F) of the Act.
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\6\ 15 U.S.C. 78q-1(b)(3)(F).
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As described above, the proposed rule change would (i) update DTC's
Organization Certificate to reflect the new location of DTC's principal
office; (ii) update Rule 2 to remove a reference to 55 Water and to add
an email address for sending copies of notices to DTC's General
Counsel's Office; (iii) update the Important Legal Information
disclaimers of the ClaimConnect Service Guide, Custody Service Guide,
Deposits Service Guide, and Settlement Service Guide to provide more
appropriate URL addresses for accessing DTC's service guides and
Important Notices, and remove obsolete references to DTCC Learning, and
in the ClaimConnect Service Guide and Settlement Service Guide, delete
an errant copyright mark at the end of the DTCC Learning reference;
(iv) update the Distributions Service Guide to make a technical
correction to an address provided; and (v) update the Deposits Service
Guide to provide the updated mailing address for assignments to Cede &
Co.
Each of these proposed changes is intended to provide users of
DTC's services with more current and accurate information, thus
enabling users to be better informed on how and where they should
engage DTC regarding their use of DTC services for securities
transactions. Therefore, DTC believes that the proposed rule change
would help promote the prompt and accurate clearance and settlement of
securities transactions, consistent with the requirements of the Act,
in particular Section 17A(b)(3)(F) of the Act, cited above.
(B) Clearing Agency's Statement on Burden on Competition
DTC does not believe that the proposed rule change would have any
impact or impose any burden on competition because, as described above,
the proposed rule change simply updates certain contact and reference
information and makes technical corrections, none of which should have
any competitive impact on Participants or their use of DTC services.
(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, DTC will amend
this filing to publicly file such comments as an Exhibit 2 to this
filing, as required by Form 19b-4 and the General Instructions thereto.
Persons submitting written 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-submit-comments. General
questions regarding the rule filing process or logistical questions
regarding this filing should be directed to the Main Office of the
Commission's Division of Trading and Markets at
[email protected] or 202-551-5777.
DTC reserves the right to not respond to any comments received.
III. Date of Effectiveness of the Proposed Rule Change, and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \7\ of the Act and paragraph
[[Page 21216]]
(f) \8\ 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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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 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-2023-004 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-2023-004. 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-2023-004 and should be submitted on
or before May 1, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-07413 Filed 4-7-23; 8:45 am]
BILLING CODE 8011-01-P