81 FR 535 - Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Add a Fee To Be Charged To Transfer Agents of DTC-Eligible Issues Subject to a Corporate Action

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 3 (January 6, 2016)

Page Range		535-536
FR Document		2015-33218
Federal Register, Volume 81 Issue 3 (Wednesday, January 6, 2016)
[Federal Register Volume 81, Number 3 (Wednesday, January 6, 2016)]
[Notices]
[Pages 535-536]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-33218]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76802; File No. SR-DTC-2015-012]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Add a Fee To Be Charged To Transfer Agents of DTC-Eligible Issues 
Subject to a Corporate Action

December 30, 2015.
    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 24, 2015, 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 proposed rule change was effective upon filing with the Commission. 
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 consists of a change to DTC's Fee Schedule 
(``Fee Schedule'') \5\ to add a new fee that would be charged to the 
transfer agent of any DTC-eligible issue when the transfer agent 
notifies DTC of a corporate action event (``Corporate Action'') that 
requires a new CUSIP to be made DTC-eligible,\6\ as more fully 
described below.\7\
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    \5\ Available at http://www.dtcc.com/~/media/Files/Downloads/
legal/fee-guides/dtcfeeguide.pdf?la=en.
    \6\ Corporate Actions processed by DTC include but are not 
limited to the restructuring of DTC-eligible securities resulting 
from mergers, acquisitions, and reverse splits. DTC performs 
Corporate Actions processing primarily through its Mandatory and 
Voluntary Reorganization Services by the DTC Reorganization 
Department (``Reorganization''). Additionally, with respect to any 
Corporate Action that requires DTC to make a new CUSIP(s) DTC-
eligible DTC's Underwriting Department (``Underwriting'') must also 
process the eligibility component of the Corporate Action. DTC 
processes the new CUSIP(s) for eligibility pursuant to the transfer 
agent's notification to DTC of the Corporate Action and related 
instructions and information detailing the issuance of the new 
CUSIP(s) provided by the transfer agent. See generally, the DTC 
Operational Arrangements (``OA''), available at http://www.dtcc.com/
~/media/Files/Downloads/legal/issue-eligibility/eligibility/
operational-arrangements.pdf.
    \7\ Each 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://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, DTC 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. DTC 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 add a fee to the Fee Schedule that 
would be charged to the transfer agent of a DTC-eligible security when 
DTC is notified by the transfer agent to process a Corporate Action 
with respect to the security that requires DTC to make a new CUSIP 
eligible for DTC services.
Background
    Securities may become eligible for deposit at DTC through initial 
offerings,\8\ the Older Issue Eligibility Request process,\9\ and 
Corporate Actions processing.\10\ Through ongoing efforts to evaluate 
its fees and align them with operating costs, DTC has identified that 
it is not recovering costs that it incurs in connection with making 
securities eligible for DTC services through its Corporate Actions 
process.\11\
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    \8\ An initial offering is made eligible for deposit at DTC 
pursuant to an eligibility request to Underwriting from a sponsoring 
Participant. See OA, supra note 6, pp. 1-2 (Submission of an 
Eligibility Request to DTC).
    \9\ Older issues (i.e., issues on the secondary market) may be 
made eligible for deposit pursuant to an Older Issue Eligibility 
Request of a DTC Participant to Underwriting. See id [sic] at p. 2.
    \10\ See supra text accompanying note 6.
    \11\ Eligibility fees for initial offerings and older issues are 
charged to the Participants that sponsor the issues for DTC 
eligibility. DTC does not currently charge an eligibility fee with 
respect to CUSIPS [sic] made eligible in connection with a Corporate 
Action. See Fee Schedule, supra note 5, at pp. 25-26.
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Proposal
    Pursuant to the proposed rule change, in order to align DTC's fees 
with the costs it incurs in making securities eligible for DTC services 
through its processing of Corporate Actions, DTC would implement a new 
fee, to be known as the Corporate Actions Eligibility Fee (``New 
Fee''), which would be charged to the transfer agent of any DTC-
eligible security when the transfer agent notifies DTC of a Corporate 
Action that requires DTC to make a new CUSIP eligible for DTC services. 
The amount of the New Fee would be $1,000 per new CUSIP for any 
security that is made eligible at DTC in connection with a Corporate 
Action.\12\

[[Page 536]]

The New Fee takes into account the allocation of resources required and 
more manually intensive processing performed by Reorganization and 
Underwriting in order for DTC to provide the services necessary to make 
new CUSIPs DTC-eligible when they are issued as a result of Corporate 
Actions.
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    \12\ For example, in the case of an issue of DTC-eligible common 
stock under CUSIP W which undergoes a reverse split, with the newly-
denominated common stock issued under CUSIP X, the transfer agent 
for that security would incur a charge of $1,000 for the processing 
of the reverse split. If the same issuer subsequently undergoes a 
reorganization involving the exchange of the common stock under 
CUSIP X for common and preferred stock under CUSIPs Y and Z, 
respectively, the transfer agent would be charged $2,000 in 
connection with the exchange reflecting the sum of a $1,000 fee 
relating to the issuance of CUSIP Y and a $1,000 fee relating to the 
issuance of CUSIP Z).
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Implementation Date
    The implementation date of the proposed rule change would be 
January 1, 2016.
2. Statutory Basis
    Section 17A(b)(3)(F) \13\ 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. DTC 
believes that the proposed rule change is consistent with this 
provision because the New Fee would offset costs incurred by DTC in its 
allocation of resources necessary for making CUSIPs eligible in 
connection with Corporate Actions. The New Fee is designed to 
facilitate allocation of resources necessary for the continued offering 
of this service, thus the proposed rule change would promote the prompt 
and accurate clearance and settlement of securities transactions.
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    \13\ 15 U.S.C. 78q-1(b)(3)(F).
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(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 the proposed rule 
change equally applies (on a per CUSIP basis) to all issues made 
eligible for DTC services as the result of a Corporate Action.

(C) Clearing Agency's Statement on Comments on the Proposed Rule Change 
Received From Members, Participants, or Others

    Written comments relating to the proposed rule change have not been 
solicited or received. DTC will notify the Commission of any written 
comments received by DTC. DTC management has discussed its intent to 
implement the New Fee with members of the Securities Transfer 
Association at industry meetings.

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) of the Act \14\ and paragraph (f) of Rule 19b-4 
thereunder.\15\ 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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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 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-2015-012 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-DTC-2015-012. 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 Web site (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 Web site 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 
Web site (http://dtcc.com/legal/sec-rule-filings.aspx). All comments 
received will be posted without change; the Commission does not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-DTC-2015-012 and should be 
submitted on or before January 27, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-33218 Filed 1-5-16; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 81, No. 3 / Wednesday, January 6, 2016 / Notices 535

All submissions should refer to File notice is hereby given that on December and C below, of the most significant
Number SR–NYSEArca–2015–125. This 24, 2015, The Depository Trust aspects of such statements.
file number should be included on the Company (‘‘DTC’’) filed with the
(A) Clearing Agency’s Statement of the
subject line if email is used. To help the Securities and Exchange Commission
Purpose of, and Statutory Basis for, the
Commission process and review your (‘‘Commission’’) the proposed rule
Proposed Rule Change
comments more efficiently, please use change as described in Items I, II and III
only one method. The Commission will below, which Items have been prepared 1. Purpose
post all comments on the Commission’s by DTC. DTC filed the proposed rule The proposed rule change would add
Internet Web site (http://www.sec.gov/ change pursuant to section 19(b)(3)(A) a fee to the Fee Schedule that would be
rules/sro.shtml). Copies of the of the Act 3 and Rule 19b–4(f)(2) charged to the transfer agent of a DTC-
submission, all subsequent thereunder.4 The proposed rule change eligible security when DTC is notified
amendments, all written statements was effective upon filing with the by the transfer agent to process a
with respect to the proposed rule Commission. The Commission is Corporate Action with respect to the
change that are filed with the publishing this notice to solicit security that requires DTC to make a
Commission, and all written comments on the proposed rule change new CUSIP eligible for DTC services.
communications relating to the from interested persons.
proposed rule change between the Background
I. Clearing Agency’s Statement of the
Commission and any person, other than Securities may become eligible for
Terms of Substance of the Proposed
those that may be withheld from the deposit at DTC through initial
Rule Change
public in accordance with the offerings,8 the Older Issue Eligibility
provisions of 5 U.S.C. 552, will be The proposed rule change consists of Request process,9 and Corporate Actions
available for Web site viewing and a change to DTC’s Fee Schedule (‘‘Fee processing.10 Through ongoing efforts to
printing in the Commission’s Public Schedule’’) 5 to add a new fee that evaluate its fees and align them with
Reference Section, 100 F Street NE., would be charged to the transfer agent operating costs, DTC has identified that
Washington, DC 20549–1090 on official of any DTC-eligible issue when the it is not recovering costs that it incurs
business days between the hours of transfer agent notifies DTC of a in connection with making securities
10:00 a.m. and 3:00 p.m. Copies of the corporate action event (‘‘Corporate eligible for DTC services through its
filing will also be available for Action’’) that requires a new CUSIP to Corporate Actions process.11
inspection and copying at the principal be made DTC-eligible,6 as more fully
office of the Exchange. All comments described below.7 Proposal
received will be posted without change; II. Clearing Agency’s Statement of the Pursuant to the proposed rule change,
the Commission does not edit personal Purpose of, and Statutory Basis for, the in order to align DTC’s fees with the
identifying information from Proposed Rule Change costs it incurs in making securities
submissions. You should submit only eligible for DTC services through its
information that you wish to make In its filing with the Commission, processing of Corporate Actions, DTC
available publicly. All submissions DTC included statements concerning would implement a new fee, to be
should refer to File Number SR– the purpose of and basis for the known as the Corporate Actions
NYSEArca–2015–125 and should be proposed rule change and discussed any Eligibility Fee (‘‘New Fee’’), which
submitted on or before January 27, 2016. comments it received on the proposed would be charged to the transfer agent
rule change. The text of these statements of any DTC-eligible security when the
For the Commission, by the Division of may be examined at the places specified
Trading and Markets, pursuant to delegated transfer agent notifies DTC of a
authority.44
in Item IV below. DTC has prepared Corporate Action that requires DTC to
summaries, set forth in sections A, B,
Jill M. Peterson, make a new CUSIP eligible for DTC
Assistant Secretary. 3 15
services. The amount of the New Fee
U.S.C. 78s(b)(3)(A).
[FR Doc. 2015–33207 Filed 1–5–16; 8:45 am] 4 17 CFR 240.19b–4(f)(2).
would be $1,000 per new CUSIP for any
BILLING CODE 8011–01–P 5 Available at http://www.dtcc.com/∼/media/ security that is made eligible at DTC in
Files/Downloads/legal/fee-guides/ connection with a Corporate Action.12
dtcfeeguide.pdf?la=en.
6 Corporate Actions processed by DTC include 8 An initial offering is made eligible for deposit
SECURITIES AND EXCHANGE but are not limited to the restructuring of DTC- at DTC pursuant to an eligibility request to
COMMISSION eligible securities resulting from mergers, Underwriting from a sponsoring Participant. See
acquisitions, and reverse splits. DTC performs OA, supra note 6, pp. 1–2 (Submission of an
[Release No. 34–76802; File No. SR–DTC– Corporate Actions processing primarily through its
2015–012] Eligibility Request to DTC).
Mandatory and Voluntary Reorganization Services 9 Older issues (i.e., issues on the secondary
by the DTC Reorganization Department
market) may be made eligible for deposit pursuant
Self-Regulatory Organizations; The (‘‘Reorganization’’). Additionally, with respect to
to an Older Issue Eligibility Request of a DTC
Depository Trust Company; Notice of any Corporate Action that requires DTC to make a
Participant to Underwriting. See id [sic] at p. 2.
new CUSIP(s) DTC-eligible DTC’s Underwriting
Filing and Immediate Effectiveness of Department (‘‘Underwriting’’) must also process the
10 See supra text accompanying note 6.

Proposed Rule Change To Add a Fee eligibility component of the Corporate Action. DTC 11 Eligibility fees for initial offerings and older

To Be Charged To Transfer Agents of processes the new CUSIP(s) for eligibility pursuant issues are charged to the Participants that sponsor
to the transfer agent’s notification to DTC of the the issues for DTC eligibility. DTC does not
DTC-Eligible Issues Subject to a currently charge an eligibility fee with respect to
Corporate Action and related instructions and
Corporate Action information detailing the issuance of the new CUSIPS [sic] made eligible in connection with a
CUSIP(s) provided by the transfer agent. See Corporate Action. See Fee Schedule, supra note 5,
mstockstill on DSK4VPTVN1PROD with NOTICES

December 30, 2015. generally, the DTC Operational Arrangements at pp. 25–26.
Pursuant to section 19(b)(1) of the (‘‘OA’’), available at http://www.dtcc.com/∼/media/ 12 For example, in the case of an issue of DTC-

Securities Exchange Act of 1934 Files/Downloads/legal/issue-eligibility/eligibility/ eligible common stock under CUSIP W which
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 operational-arrangements.pdf. undergoes a reverse split, with the newly-
7 Each term not otherwise defined herein has its denominated common stock issued under CUSIP X,
respective meaning as set forth in the Rules, By- the transfer agent for that security would incur a
44 17 CFR 200.30–3(a)(12). Laws and Organization Certificate of DTC (the charge of $1,000 for the processing of the reverse
1 15 U.S.C. 78s(b)(1). ‘‘Rules’’), available at http://www.dtcc.com/legal/ split. If the same issuer subsequently undergoes a
2 17 CFR 240.19b–4. rules-and-procedures.aspx. Continued

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536 Federal Register / Vol. 81, No. 3 / Wednesday, January 6, 2016 / Notices

The New Fee takes into account the III. Date of Effectiveness of the filing also will be available for
allocation of resources required and Proposed Rule Change and Timing for inspection and copying at the principal
more manually intensive processing Commission Action office of DTC and on DTCC’s Web site
performed by Reorganization and The foregoing rule change has become (http://dtcc.com/legal/sec-rule-
Underwriting in order for DTC to effective pursuant to section 19(b)(3)(A) filings.aspx). All comments received
provide the services necessary to make of the Act 14 and paragraph (f) of Rule will be posted without change; the
new CUSIPs DTC-eligible when they are 19b–4 thereunder.15 At any time within Commission does not edit personal
issued as a result of Corporate Actions. 60 days of the filing of the proposed rule identifying information from
change, the Commission summarily may submissions. You should submit only
Implementation Date information that you wish to make
temporarily suspend such rule change if
it appears to the Commission that such available publicly. All submissions
The implementation date of the
action is necessary or appropriate in the should refer to File Number SR–DTC–
proposed rule change would be January
public interest, for the protection of 2015–012 and should be submitted on
1, 2016. or before January 27, 2016.
investors, or otherwise in furtherance of
2. Statutory Basis the purposes of the Act. For the Commission, by the Division of
Trading and Markets, pursuant to delegated
Section 17A(b)(3)(F) 13of the Act IV. Solicitation of Comments authority.16
requires that the rules of the clearing Interested persons are invited to Jill M. Peterson,
agency be designed, inter alia, to submit written data, views, and Assistant Secretary.
promote the prompt and accurate arguments concerning the foregoing, [FR Doc. 2015–33218 Filed 1–5–16; 8:45 am]
clearance and settlement of securities including whether the proposed rule
BILLING CODE 8011–01–P
transactions. DTC believes that the change is consistent with the Act.
proposed rule change is consistent with Comments may be submitted by any of
this provision because the New Fee the following methods: SECURITIES AND EXCHANGE
would offset costs incurred by DTC in Electronic Comments COMMISSION
its allocation of resources necessary for
making CUSIPs eligible in connection • Use the Commission’s Internet [Release No. 34–76803; File No. SR–NYSE–
comment form (http://www.sec.gov/ 2015–67]
with Corporate Actions. The New Fee is
rules/sro.shtml); or
designed to facilitate allocation of • Send an email to rule- Self-Regulatory Organizations; New
resources necessary for the continued comments@sec.gov. Please include File York Stock Exchange LLC; Notice of
offering of this service, thus the Number SR–DTC–2015–012 on the Filing and Immediate Effectiveness of
proposed rule change would promote subject line. Proposed Rule Change Adopting New
the prompt and accurate clearance and
Paper Comments Rules To Reflect the Implementation of
settlement of securities transactions. Pillar, the Exchange’s New Trading
• Send paper comments in triplicate Technology Platform
(B) Clearing Agency’s Statement on to Secretary, Securities and Exchange
Burden on Competition Commission, 100 F Street NE., December 30, 2015.
DTC does not believe that the Washington, DC 20549–1090. Pursuant to section 19(b)(1) 1 of the
proposed rule change would have any All submissions should refer to File Securities Exchange Act of 1934 (the
impact or impose any burden on Number SR–DTC–2015–012. This file ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
competition because the proposed rule number should be included on the notice is hereby given that on December
change equally applies (on a per CUSIP subject line if email is used. To help the 18, 2015, New York Stock Exchange
basis) to all issues made eligible for DTC Commission process and review your LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
services as the result of a Corporate comments more efficiently, please use with the Securities and Exchange
Action. only one method. The Commission will Commission (the ‘‘Commission’’) the
post all comments on the Commission’s proposed rule change as described in
(C) Clearing Agency’s Statement on Internet Web site (http://www.sec.gov/ Items I and II below, which Items have
Comments on the Proposed Rule rules/sro.shtml). Copies of the been prepared by the self-regulatory
Change Received From Members, submission, all subsequent organization. The Commission is
Participants, or Others amendments, all written statements publishing this notice to solicit
with respect to the proposed rule comments on the proposed rule change
Written comments relating to the change that are filed with the from interested persons.
proposed rule change have not been Commission, and all written
solicited or received. DTC will notify communications relating to the I. Self-Regulatory Organization’s
the Commission of any written proposed rule change between the Statement of the Terms of Substance of
comments received by DTC. DTC Commission and any person, other than the Proposed Rule Change
management has discussed its intent to those that may be withheld from the The Exchange proposes to adopt new
implement the New Fee with members public in accordance with the rules to reflect the implementation of
of the Securities Transfer Association at provisions of 5 U.S.C. 552, will be Pillar, the Exchange’s new trading
industry meetings. available for Web site viewing and technology platform. The proposed rule
mstockstill on DSK4VPTVN1PROD with NOTICES

printing in the Commission’s Public change is available on the Exchange’s
reorganization involving the exchange of the Reference Room, 100 F Street NE., Web site at www.nyse.com, at the
common stock under CUSIP X for common and Washington, DC 20549 on official principal office of the Exchange, and at
preferred stock under CUSIPs Y and Z, respectively, business days between the hours of
the transfer agent would be charged $2,000 in
connection with the exchange reflecting the sum of 10:00 a.m. and 3:00 p.m. Copies of the 16 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
a $1,000 fee relating to the issuance of CUSIP Y and
a $1,000 fee relating to the issuance of CUSIP Z). 14 15 U.S.C. 78s(b)(3)(A). 2 15 U.S.C. 78a.
13 15 U.S.C. 78q–1(b)(3)(F). 15 17 CFR 240.19b–4(f). 3 17 CFR 240.19b–4.

VerDate Sep<11>2014 17:32 Jan 05, 2016 Jkt 238001 PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 E:\FR\FM\06JAN1.SGM 06JAN1
Document Created: 2016-01-06 04:02:15
Document Modified: 2016-01-06 04:02:15
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		81 FR 535