[Federal Register Volume 88, Number 137 (Wednesday, July 19, 2023)]
[Notices]
[Pages 46336-46339]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-15259]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97891; File No. SR-DTC-2023-006]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Clearing Agency Model Risk Management Framework

July 13, 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 June 30, 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)(4) 
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)(4).
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I. Clearing Agency's Statement of the Terms of Substance of the 
Proposed Rule Change

    The proposed rule change consists of amends (sic) the Clearing 
Agency Model Risk Management Framework (``Framework'') of DTC and its 
affiliates that are central counterparties, National Securities 
Clearing Corporation (``NSCC'') and Fixed Income Clearing Corporation 
(``FICC,'' and together with NSCC, the ``CCPs,'' and the CCPs together 
with DTC, the ``Clearing Agencies'').\5\ The Framework was adopted by 
the Clearing Agencies to support their compliance with Rule 17Ad-22(e) 
(the ``Covered Clearing Agency Standards'') under the Act,\6\ and, in 
this regard, applies solely to models \7\ utilized by the Clearing 
Agencies that are subject to the model risk management requirements set 
forth in Rules 17Ad-22(e)(4), (e)(6), and (e)(7) under the Act,\8\ as 
described in greater detail below.\9\
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    \5\ The Framework sets forth the model risk management practices 
that the Clearing Agencies follow to identify, measure, monitor, and 
manage the risks associated with the design, development, 
implementation, use, and validation of quantitative models. The 
Framework is filed as a rule of the Clearing Agencies. See 
Securities Exchange Act Release Nos. 81485 (August 25, 2017), 82 FR 
41433 (August 31, 2017) (SR-DTC-2017-008, SR-FICC-2017-014, SR-NSCC-
2017-008) (``2017 Notice''); 88911 (May 20, 2020), 85 FR 31828 (May 
27, 2020) (SR-DTC-2020-008, SR-FICC-2020-004, SR-NSCC-2020-008); 
92379 (July 13, 2021), 86 FR 38143 (July 19, 2021) (SR-DTC-2021-
013); 92381 (July 13, 2021), 86 FR 38163 (July 19, 2021) (SR-NSCC-
2021-008); 92380 (July 13, 2021), 86 FR 38140 (July 19, 2021) (SR-
FICC-2021-006); 94273 (February 17, 2022), 87 FR 10395 (February 24, 
2022) (SR-DTC-2022-001); 94272 (February 17, 2022), 87 FR 10419 
(February 24, 2022) (SR-NSCC-2022-001); and 94271 (February 17, 
2022), 87 FR 10411 (February 24, 2022) (SR-FICC-2022-001) 
(collectively, the ``MRMF Filings'').
    \6\ 17 CFR 240.17Ad-22(e). Each of DTC, NSCC and FICC is a 
``covered clearing agency'' as defined in Rule 17Ad-22(a)(5) under 
the Act and must comply with Rule 17Ad-22(e).
    \7\ Pursuant to Section 3.1 (Model Inventory) of the Framework, 
the Clearing Agencies have adopted the following definition of 
``model'': ``[M]odel'' refers to a quantitative method, system, or 
approach that applies statistical, economic, financial, or 
mathematical theories, techniques, and assumptions to process input 
data into quantitative estimates. A ``model'' consists of three 
components: (i) an information input component, which delivers 
assumptions and data to the model; (ii) a processing component, 
which transforms inputs into estimates; and (iii) a reporting 
component, which translates the estimates into useful business 
information. The definition of model also covers quantitative 
approaches whose inputs are partially or wholly qualitative or based 
on expert judgment, provided that the output is quantitative in 
nature. See 2017 Notice, supra note 9. See also Supervisory Guidance 
on Model Risk Management, SR Letter 11-7 Attachment, dated April 4, 
2011, issued by the Board of Governors of the Federal Reserve System 
and the Office of the Comptroller of the Currency, available at 
https://www.federalreserve.gov/supervisionreg/srletters/sr1107a1.pdf, page 3.
    \8\ 17 CFR 240.17Ad-22(e)(4), (e)(6) and (e)(7). References to 
Rule 17Ad-22(e)(6) and compliance therewith apply to the CCPs only 
and not to DTC because DTC is not a central counterparty.
    \9\ Capitalized terms not defined herein are defined in the 
Rules, By-Laws and Organization Certificate of DTC (``Rules'') 
available at http://www.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 of DTC amends the Clearing Agency Model 
Risk Management Framework (``Framework'') of DTC and its affiliates 
that are central counterparties, National Securities Clearing 
Corporation (``NSCC'') and Fixed Income Clearing Corporation

[[Page 46337]]

(``FICC,'' and together with NSCC, the ``CCPs,'' and the CCPs together 
with DTC, the ``Clearing Agencies'').\10\ The Framework was adopted by 
the Clearing Agencies to support their compliance with Rule 17Ad-22(e) 
(the ``Covered Clearing Agency Standards'') under the Act,\11\ and, in 
this regard, applies solely to models \12\ utilized by the Clearing 
Agencies that are subject to the model risk management requirements set 
forth in Rules 17Ad-22(e)(4), (e)(6), and (e)(7) under the Act.\13\
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    \10\ The Framework sets forth the model risk management 
practices that the Clearing Agencies follow to identify, measure, 
monitor, and manage the risks associated with the design, 
development, implementation, use, and validation of quantitative 
models. The Framework is filed as a rule of the Clearing Agencies. 
See Securities Exchange Act Release Nos. 81485 (August 25, 2017), 82 
FR 41433 (August 31, 2017) (SR-DTC-2017-008, SR-FICC-2017-014, SR-
NSCC-2017-008) (``2017 Notice''); 88911 (May 20, 2020), 85 FR 31828 
(May 27, 2020) (SR-DTC-2020-008, SR-FICC-2020-004, SR-NSCC-2020-
008); 92379 (July 13, 2021), 86 FR 38143 (July 19, 2021) (SR-DTC-
2021-013); 92381 (July 13, 2021), 86 FR 38163 (July 19, 2021) (SR-
NSCC-2021-008); 92380 (July 13, 2021), 86 FR 38140 (July 19, 2021) 
(SR-FICC-2021-006); 94273 (February 17, 2022), 87 FR 10395 (February 
24, 2022) (SR-DTC-2022-001); 94272 (February 17, 2022), 87 FR 10419 
(February 24, 2022) (SR-NSCC-2022-001); and 94271 (February 17, 
2022), 87 FR 10411 (February 24, 2022) (SR-FICC-2022-001) 
(collectively, the ``MRMF Filings'').
    \11\ 17 CFR 240.17Ad-22(e).
    \12\ Supra note 7.
    \13\ Supra note 8.
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    The proposed rule change would amend the Framework \14\ to account 
for and implement a new model performance monitoring and reporting tool 
(i.e., the Model Health Index (``MHI'')), to help the Clearing Agencies 
assess a model's overall health between periodic validations, as 
described below.
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    \14\ Amending the Framework does not require any changes to the 
Rules, By-Laws and Organization Certificate of DTC (available at 
http://www.dtcc.com/~/media/Files/Downloads/legal/rules/
dtc_rules.pdf) (the ``DTC Rules''), the Rulebook of the Government 
Securities Division of FICC (available at https://www.dtcc.com/~/
media/Files/Downloads/legal/rules/ficc_gov_rules.pdf) (the ``GSD 
Rules''), the Clearing Rules of the Mortgage-Backed Securities 
Division of FICC (available at http://www.dtcc.com/~/media/Files/
Downloads/legal/rules/ficc_mbsd_rules.pdf) (the ``MBSD Rules''), or 
the Rules & Procedures of NSCC (available at http://www.dtcc.com/~/
media/Files/Downloads/legal/rules/nscc_rules.pdf) (the ``NSCC 
Rules,'' and collectively with the DTC Rules, GSD Rules, and MBSD 
Rules, the ``Rules''), because the Framework is a standalone 
document. See MRMF Filings, supra note 9.
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Background
    The Framework outlines the applicable regulatory requirements 
mentioned above, describes the risks that the Clearing Agencies' model 
risk management program are designed to mitigate, and sets forth 
specific model risk management practices and requirements adopted by 
the Clearing Agencies to help ensure compliance with the Covered 
Clearing Agency Standards. These practices and requirements include, 
among other things, the maintenance of a model inventory (``Model 
Inventory''), a process for rating model materiality and complexity, 
processes for performing model validations and resolving findings 
identified during model validation, and processes for model performance 
monitoring, including backtesting and sensitivity analyses. The 
Framework also describes applicable internal ownership and governance 
requirements.\15\
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    \15\ See MRMF Filings, supra note 9, for additional information 
on the contents of the Framework.
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    DTC's Model Risk Management (``MRM'') group within the DTCC Group 
Chief Risk Office is responsible for the model risk management program 
of the Clearing Agencies, including, but not limited to, a periodic 
Model Validation for each model subject to the Framework that is 
approved for use in production not less than annually (or more 
frequently as may be contemplated by such Clearing Agency's established 
risk management framework), including each credit risk model,\16\ each 
liquidity risk model,\17\ and each CCP's margin systems and related 
models,\18\ as required by the risk management standards described 
within the Framework.
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    \16\ See 17 CFR 240.17Ad-22(e)(4)(vii).
    \17\ See 17 CFR 240.17Ad-22(e)(7)(vii).
    \18\ See 17 CFR 240.17Ad-22(e)(6)(vii).
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    In addition to performing model validations, as described above, 
the Clearing Agencies monitor model performance. Pursuant to Section 
3.8 of the Framework model performance monitoring (``MPM'') is the 
process evaluating an active model's ongoing performance. The model 
owner (``Model Owner'') \19\ is responsible for composing an MPM plan 
(``MPM Plan'') for each model as part of model development, executing 
MPM activities according to each model's MPM Plan and reporting MPM 
results to MRM. MRM is responsible for providing oversight of MPM 
activities by setting organizational standards and providing critical 
analysis for identifying model issues and/or limitations, and 
escalating issues pertaining to MPM to the Management Risk Committee 
(``MRC'') and/or Board Risk Committee (``BRC'') as necessary.
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    \19\ Pursuant to Section 3.1 (Model Inventory) of the Framework, 
the person designated by the applicable business area or support 
function to be responsible for a particular model is recorded as the 
Model Owner for such model by MRM in the Model Inventory.
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    While the Clearing Agencies believe that their existing model risk 
assessment, performance monitoring reports and other metrics continue 
to be sufficient measures of the Clearing Agencies' model risk, the 
Clearing Agencies propose to enhance their model performance monitoring 
processes with the addition of MHI, as described below.
Proposed Rule Change
    Pursuant to the proposed rule change, the Clearing Agencies would 
update the Framework to account for and implement the MHI--a tool to 
assess a model's overall health between periodic validations. As would 
be described in a new section of the Framework, the MHI would evaluate 
measurable indicators of a model's overall fitness (e.g., performance 
monitoring and findings management), assess progress or deterioration 
over time, and synthesize all metrics into a model health rating (i.e., 
an MHI score). An MHI score would be calculated in the aggregate for 
all models in the Model Inventory.
    An MHI score would be calculated for each model to facilitate not 
only an in-depth look into a particular model as needed but also its 
fitness for purpose (e.g., legal entity, business unit, model use, 
etc.). Indicators and factors considered in calculating an MHI score 
may be added or removed by a Clearing Agency, in accordance with its 
internal procedures, but the parameters and rationale of any additions 
or removals would be reflected in written procedures established by the 
applicable Clearing Agency. Indicators and factors that the Clearing 
Agencies may use include, but are not limited to:
    A. Model Grade: reflects the updated model grade (``Model Grade'') 
\20\ after quarterly Risk Rating Assessment or after periodic 
validation/annual review.
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    \20\ As described in Section 3.3 (Model Validation) of the 
Framework, a Model Grade outlines the overall quality of the model 
developer's efforts to develop the model and reflects the extent to 
which the model developer has effectively reduced model risk during 
model development.
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    B. Approval Status: applies to models that have not been approved 
but have been provisionally approved for use (in accordance with 
Section 3.6 (Model Approval and Control) of the Framework), or models 
rejected during their periodic validation process that are still in 
production but in the process of retirement.
    C. Number and Status of Findings:
     Number of Validation Findings--represents the risk 
engendered by the severity and number of findings identified during a 
review; it is more conservative than the validation

[[Page 46338]]

thresholds and posits that each finding adds a layer of risk to the 
model.
     Number of Overdue Findings--captures the marginal risk of 
findings that remain outstanding beyond the remediation timeframe 
determined during validation.
     Number of Remediated Findings--acknowledges the reduction 
in findings risk and its positive contribution to alleviating model 
health.
    D. Model Performance Monitoring Result: factors in updated model 
performance which, if results reflect a rating that may portend 
deterioration in overall model health and trigger escalation pursuant 
to a model's MPM Plan.
    E. Compensating Control recognizes the mitigating effect of 
controls in reducing associated risks.
    F. Model Dependencies: captures the deterioration in upstream 
models that may negatively impact the health of individual and 
aggregate model risk of downstream models; measured using the upstream 
model's most current residual risk rating.
    As mentioned above, an aggregate MHI score would also be calculated 
considering individual MHI scores of all models in the Model Inventory. 
Such aggregate MHI score would be computed using such methodologies 
and/or factors as the Clearing Agencies deem appropriate from time to 
time to reflect aggregate model health.
    MHI scores and related information would be reported to members of 
management and the Board of Directors (``Board'') of the applicable 
Clearing Agency that perform responsibilities regarding model risk 
management and compliance with the Framework, including the BRC, MRC 
and the Model Risk Governance Council (``MRGC'').\21\
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    \21\ In accordance with Section 3.2 of the Framework, the MRGC 
discusses and/or reviews certain model risk related matters which 
could result in advice and/or recommendation, which is generally 
directed to the interested party of a given model that brings the 
matter, as applicable.
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    To effectuate this proposed change, the Framework would be revised 
to add a new Section 3.9 (Model Health Index), as noted above, that 
would provide for the MHI, as described above.
    Separately, Section 1 (Executive Summary) of the Framework would be 
amended to list Section 3.9 as one of the topics that is discussed 
within the Framework, and section cross-references in the Framework 
would be updated to accommodate the addition of Section 3.9.
2. Statutory Basis
    The Clearing Agencies believe that the proposed rule change is 
consistent with Section 17A(b)(3)(F) of the Act,\22\ as well as Rules 
17Ad-22(e)(4) and (e)(7) thereunder,\23\ for the reasons described 
below.
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    \22\ 15 U.S.C. 78q-1(b)(3)(F).
    \23\ 17 CFR 240.17Ad-22(e)(4) and (e)(7).
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    Section 17A(b)(3)(F) of the Act \24\ requires, inter alia, that the 
rules of a clearing agency be designed to assure the safeguarding of 
securities and funds which are in the custody or control of the 
clearing agency or for which it is responsible. As described above, the 
proposed rule change would revise the Framework to account for and 
implement the MHI, which would enhance the Clearing Agencies' ability 
to monitor the usefulness of models between periodic validations and 
provide applicable reporting and information to management and the 
applicable Board of the Clearing Agencies that perform responsibilities 
regarding model risk management and compliance with the Framework. By 
modifying the Framework in this regard, the proposed rule change 
supports the Clearing Agencies' performance of their responsibilities 
under the Framework, including but not limited to assuring that models 
function as intended. Enhanced monitoring of the models between 
periodic validations further supports the Clearing Agencies in their 
safeguarding of securities and funds which are in the custody or 
control of the Clearing Agencies or for which they are responsible; 
thus, promoting the ability of the Clearing Agencies to better manage 
credit exposures and liquidity risk that may impact the safeguarding of 
those funds and securities.
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    \24\ 15 U.S.C. 78q-1(b)(3)(F).
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    Rule 17Ad-22(e)(4) under the Act,\25\ requires, inter alia, that a 
covered clearing agency establish, implement, maintain, and enforce 
written policies and procedures reasonably designed to manage risks 
associated with its credit risk management models. As discussed above, 
the proposed rule change would revise the Framework to provide for the 
MHI, which would enhance the Clearing Agencies' ability to monitor the 
usefulness of models and provide applicable reporting and information 
to management and the applicable Board of the Clearing Agencies that 
perform responsibilities regarding model risk management and compliance 
with the Framework, which is designed, among other things, to manage 
liquidity risks in accordance Rule 17Ad-22(e)(4).\26\ By enhancing the 
Framework in this regard, the proposed rule change supports the 
Clearing Agencies' performance of their responsibilities under the 
Framework, including but not limited to assuring that models developed 
function as intended to support the Clearing Agencies in identifying, 
measuring, monitoring, and managing their respective credit exposures 
to cover these risks. Therefore, the Clearing Agencies believe that the 
proposed changes to the Framework are consistent with Rule 17Ad-
22(e)(4).\27\
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    \25\ 17 CFR 240.17Ad-22(e)(4).
    \26\ Id.
    \27\ Id.
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    Rule 17Ad-22 (e)(7) under the Act \28\ requires, inter alia, that a 
covered clearing agency establish, implement, maintain, and enforce 
written policies and procedures reasonably designed to manage risks 
associated with its liquidity risk management models. As discussed 
above, the proposed rule change would revise the Framework to provide 
for the MHI, which would to enhance the Clearing Agencies' ability to 
monitor the usefulness of models and provide applicable reporting and 
information to management and the applicable Board of the Clearing 
Agencies that perform responsibilities regarding model risk management 
and compliance with the Framework, which is designed, among other 
things, to manage liquidity risks in accordance Rule 17Ad-22(e)(7).\29\ 
By enhancing the Framework in this regard, the proposed rule change 
supports the Clearing Agencies' performance of their responsibilities 
under the Framework, including but not limited to assuring that models 
developed function as intended to support the Clearing Agencies in 
identifying, measuring, monitoring, and managing their respective 
liquidity risks to cover these risks. Therefore, the Clearing Agencies 
believe that the proposed changes to the Framework are consistent with 
Rule 17Ad-22(e)(7).\30\
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    \28\ 17 CFR 240.17Ad-22(e)(7).
    \29\ Id.
    \30\ Id.
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(B) Clearing Agency's Statement on Burden on Competition

    The Clearing Agencies do not believe that the proposed rule change 
would have any impact, or impose any burden, on competition because the 
proposed rule change simply modifies the Framework governing the 
management of model risk by the Clearing Agencies to add a new model 
risk reporting tool, as described above, and (a) would not effectuate 
any changes to the Clearing Agencies' model risk management tools as 
they apply to their respective Members or Participants and (b) would 
not have an effect with respect to the

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obligations of participants utilizing Clearing Agency 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, 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.
    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) \31\ of the Act and paragraph (f) \32\ 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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    \31\ 15 U.S.C. 78s(b)(3)(A).
    \32\ 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-DTC-2023-006 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-2023-006. 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 (https://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 
a.m. and 3 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). Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to File Number SR-DTC-2023-006 and should be submitted on 
or before August 9, 2023.

    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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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-15259 Filed 7-18-23; 8:45 am]
BILLING CODE 8011-01-P