81 FR 826 - Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Postponing the Date for Retirement of Computer to Computer Facility Corporate Action Announcement Files, and Implementing a Fee Associated With Its Use
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 4 (January 7, 2016)
Federal Register Volume 81, Issue 4 (January 7, 2016)
| Page Range | 826-828 | |
| FR Document | 2015-33310 |
[Federal Register Volume 81, Number 4 (Thursday, January 7, 2016)] [Notices] [Pages 826-828] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-33310] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-76811; File No. SR-DTC-2015-013] Self-Regulatory Organizations; The Depository Trust Company; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Postponing the Date for Retirement of Computer to Computer Facility Corporate Action Announcement Files, and Implementing a Fee Associated With Its Use December 31, 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 Rules 19b-4(f)(2) and (f)(4) 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. --------------------------------------------------------------------------- \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) and (f)(4). --------------------------------------------------------------------------- I. Clearing Agency's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change consists of (i) the postponement of the date for the retirement of DTC's proprietary computer to computer facility (``CCF'') files for corporate action announcements (``CCF Announcement Files'') until further notice; and (ii) the implementation of a fee associated with the use of CCF Announcement Files. 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 (i) postpone the date for the retirement of CCF Announcement Files until further notice, and (ii) implement a fee associated with the use of CCF Announcement Files, as described below.\5\ --------------------------------------------------------------------------- \5\ 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 and the Guide to the 2015 DTC Fee Schedule (``Fee Schedule''), available at http:// www.dtcc.com/~/media/Files/Downloads/legal/fee-guides/ dtcfeeguide.pdf?la=en. --------------------------------------------------------------------------- Background DTC handles essential aspects of processing corporate action \6\ events by routinely receiving and distributing information to its Participants using CCF Announcement Files. There are three corporate action event groups for which CCF files are available: Distributions, Redemptions, and Reorganizations. Participants subscribe to the CCF files for each event group separately. --------------------------------------------------------------------------- \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 through its Mandatory and Voluntary Reorganization Services. See DTC Operational Arrangements (``OA''), available at http://www.dtcc.com/~/media/Files/Downloads/legal/ issue-eligibility/eligibility/operational-arrangements.pdf. --------------------------------------------------------------------------- Postponement of the Date for Retirement Since 2011, DTC has informed Participants that CCF Announcement Files will be retired in 2015, and has been supporting Participant efforts to migrate to the ISO 20022 standard by providing a robust online learning center, hosting ISO specific monthly [[Page 827]] calls and offering a dedicated email box for client inquiries.\7\ --------------------------------------------------------------------------- \7\ See Securities Exchange Act Release No. 63886 (February 10, 2011), 76 FR 9070 (February 16, 2011) (File No. SR-DTC-2011-02); Securities Exchange Act Release No. 68114 (October 26, 2012), 77 FR 66497 (November 5, 2011) (File No. SR-DTC-2012-08). --------------------------------------------------------------------------- The use of the ISO 20022 standard reduces risk and improves transparency in the announcement and processing of corporate actions. ISO 20022 is a standard that provides the financial industry with a common language to capture business transactions and associated message flows. ISO 20022 is a business-model-based standard for the development of messages for the international financial services industry and can support different messaging syntaxes, including XML. In contrast, CCF files use proprietary function and activity codes which differ from the market standard codes. With the ISO 20022 standard, corporate action announcements are identified by a unique corporate action ID and are event based. ISO 20022 standard messages provide more data elements than the CCF files and they are available in near real-time throughout the day. Certain Participants nevertheless have inquired whether DTC could continue supporting CCF Announcement Files while they prepare to transition to the ISO 20022 standard, which is provided to Participants free of charge. Some Participants suggested that they were willing to pay for continued use of CCF Announcement Files while they prepare to migrate to ISO 20022 standard. In response to these Participant requests, with this proposed rule change, DTC would postpone the date for the retirement of CCF Announcement Files and implement a fee for a Participant's continued receipt of the CCF Announcement Files. A new retirement date would be announced, subject to a future proposed rule change and Important Notice issued by DTC. Implementation of a CCF File Fee To encourage full adoption of the ISO 20022 standard, DTC is proposing to implement a fee for each event group of CCF Announcement Files that a Participant receives (the ``CCF File Fee''). The CCF File Fee would be $50,000 per event group, per twelve month period as set forth below for each event group (the ``Fee Period''). The CCF File Fee would be charged to the Account of the Participant, upon the Participant's first receipt of CCF Announcement Files for a particular event group during the Fee Period. The CCF File Fee would cover all CCF Announcement Files within that event group during the Fee Period. In addition, once a Participant that is part of an Affiliated Family \8\ is charged the CCF File Fee for a particular event group, the other Participants that are part of the Affiliated Family will not be charged the CCF File Fee for such event group during that Fee Period. The amount of the CCF File Fee is based on DTC's analysis of industry- standard pricing for equivalent data. --------------------------------------------------------------------------- \8\ An Affiliated Family means each Participant that controls or is controlled by another Participant and each Participant that is under the common control of any Person. For purposes of this definition, ``control'' means the direct or indirect ownership of more than 50% of the voting securities or other voting interests of any Person. Rule 1, supra note 1 [sic]. --------------------------------------------------------------------------- DTC has communicated with its Participants about the CCF File Fee through several outreach efforts, including Important Notices \9\ and customer surveys regarding the December 2015 date and the amount of the CCF File Fee. DTC did not receive any objections during its outreach. --------------------------------------------------------------------------- \9\ See, e.g., Important Notice B#0354-15, available at http:// dtcc.com/~/media/Files/pdf/2015/3/25/0354-15.pdf; Important Notice B# 1946-15, available at http://www.dtcc.com/globals/pdfs/2015/october/22/1946-15. --------------------------------------------------------------------------- Implementation Schedule DTC would implement the CFF File Fee in three phases, divided by event group. The timeline for the implementation of the fees would be as follows:CCF Announcement Files for the Distributions event group would be subject to a CCF File Fee beginning on January 1, 2016. The Fee Period would run from January through December.\10\ --------------------------------------------------------------------------- \10\ On December 30, 2015, staff of the Commission's Division of Trading and Markets had a conversation with DTC's legal counsel to confirm that the Fee Period for the Distributions event group would run from January 1 through December 31, as provided in the proposed rule text. --------------------------------------------------------------------------- CCF Announcement Files for the Redemptions event group would be subject to a CCF File Fee beginning on July 1, 2016. The Fee Period would run from July through June.\11\ --------------------------------------------------------------------------- \11\ On December 30, 2015, staff of the Commission's Division of Trading and Markets had a conversation with DTC's legal counsel to confirm that the Fee Period for the Redemptions event group would run from July 1 through June 30, as provided in the proposed rule text. --------------------------------------------------------------------------- CCF Announcement Files for the Reorganizations event group would be subject to a CCF File Fee at a future date to be announced by Important Notice. The Fee Period would be announced by Important Notice. Implementation Date The proposed rule change would take effect on January 1, 2016. 2. Statutory Basis Section 17(A)(b)(3)(F) of the Act, requires, inter alia, that DTC's Rules be designed to promote the prompt and accurate clearance and settlement of securities transactions.\12\ By postponing the date for the retirement of CCF Announcement Files until further notice, the proposed rule change would allow Participants to minimize potential business interruption by undertaking an orderly and organized migration from CCF files to the ISO 20022 standard. The proposed rule change thereby facilitates the transition to the ISO 20022 standard without disrupting the announcement of corporate actions and the clearance and settlement activities related thereto. In addition, by revising the Fee Schedule to implement a fee for Participants that continue to receive the CCF Announcement Files, the proposed rule change encourages efficiencies in communicating information about corporate action events and in Participants' transition to the industry-standard ISO 20022. Therefore, DTC believes that the proposed rule change would promote the prompt and accurate clearance and settlement of securities transactions and is consistent with the requirements of the Act, in particular Section 17(A)(b)(3)(F) of the Act, cited above. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78q-1(b)(3)(F). --------------------------------------------------------------------------- Section 17A(b)(3)(D) of the Act requires that DTC's Rules provide for the equitable allocation of reasonable dues, fees, and other charges among its Participants.\13\ DTC believes that the proposed fee would be consistent with this provision because it would apply equally in accordance with Participant use of the CCF Announcement Files, and is therefore equitable, and is based on industry-standard pricing, and therefore, reasonable. --------------------------------------------------------------------------- \13\ 15 U.S.C. 78q-1(b)(3)(D). --------------------------------------------------------------------------- (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 postponement of the date for the retirement of CCF Announcement Files would apply equally to all Participants, and the proposed fee would apply equally in accordance with Participant use of the CCF Announcement Files. (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 [[Page 828]] solicited or received. DTC will notify the Commission of any written comments received by DTC. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act \14\ and subparagraphs (f)(2) and (f)(4) 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. --------------------------------------------------------------------------- \14\ 15 U.S.C. 78s(b)(3)(A). \15\ 17 CFR 240.19b-4(f)(2) and (f)(4). --------------------------------------------------------------------------- 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-2015-013 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-2015-013. 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-2015-013 and should be submitted on or before January 28, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\16\ Jill M. Peterson, Assistant Secretary. --------------------------------------------------------------------------- \16\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- [FR Doc. 2015-33310 Filed 1-6-16; 8:45 am] BILLING CODE 8011-01-P
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filing also will be available for Nos. 1 and 2, on an accelerated basis, announcements (‘‘CCF Announcement
inspection and copying at the principal pursuant to Section 19(b)(2) of the Act. Files’’) until further notice; and (ii) the
office of the Exchange. All comments implementation of a fee associated with
VII. Conclusion
received will be posted without change; the use of CCF Announcement Files.
the Commission does not edit personal It is therefore ordered, pursuant to
Section 19(b)(2) of the Act 95 that the II. Clearing Agency’s Statement of the
identifying information from Purpose of, and Statutory Basis for, the
submissions. You should submit only proposed rule change (SR–NYSE–2015–
02), as modified by Amendment Nos. 1 Proposed Rule Change
information that you wish to make
available publicly. All submissions and 2, be, and hereby is, approved. In its filing with the Commission,
should refer to File Number SR–NYSE– For the Commission, by the Division of DTC included statements concerning
2015–02 and should be submitted on or Trading and Markets, pursuant to delegated the purpose of and basis for the
before January 28, 2016. authority.96 proposed rule change and discussed any
Jill M. Peterson, comments it received on the proposed
VI. Accelerated Approval of Proposed rule change. The text of these statements
Rule Change, as Modified by Assistant Secretary.
may be examined at the places specified
Amendment Nos. 1 and 2 [FR Doc. 2015–33313 Filed 1–6–16; 8:45 am]
in Item IV below. DTC has prepared
BILLING CODE 8011–01–P
The Commission finds good cause, summaries, set forth in sections A, B,
pursuant to Section 19(b)(2) of the Act, and C below, of the most significant
to approve the proposed rule change, as aspects of such statements.
SECURITIES AND EXCHANGE
modified by Amendment Nos. 1 and 2, COMMISSION (A) Clearing Agency’s Statement of the
prior to the 30th day after the date of Purpose of, and Statutory Basis for, the
[Release No. 34–76811; File No. SR–DTC–
publication of Amendment Nos. 1 and 2015–013] Proposed Rule Change
2 in the Federal Register. As discussed
above, Amendment No. 1 merely 1. Purpose
Self-Regulatory Organizations; The
clarified that the proposed exemption Depository Trust Company; Notice of The proposed rule change would (i)
from shareholder approval transactions Filing and Immediate Effectiveness of postpone the date for the retirement of
involving the sale of stock for cash by Proposed Rule Change Postponing the CCF Announcement Files until further
an early stage company applies not only Date for Retirement of Computer to notice, and (ii) implement a fee
to a Related Party, as originally Computer Facility Corporate Action associated with the use of CCF
proposed, but also to a subsidiary, Announcement Files, and Announcement Files, as described
affiliate or other closely-related person Implementing a Fee Associated With below.5
of a Related Party; or any company or Its Use Background
entity in which a Related Party has a
substantial direct or indirect interest.93 December 31, 2015. DTC handles essential aspects of
Similarly, Amendment No. 2 clarified Pursuant to Section 19(b)(1) of the processing corporate action 6 events by
that (i) an early stage company may not Securities Exchange Act of 1934 routinely receiving and distributing
use the proposed exemption to fund an (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 information to its Participants using
acquisition of stock or assets of another notice is hereby given that on December CCF Announcement Files. There are
company that would otherwise require 24, 2015, The Depository Trust three corporate action event groups for
shareholder approval under Section Company (‘‘DTC’’) filed with the which CCF files are available:
312.03(b) of the Manual; (ii) any sale of Securities and Exchange Commission Distributions, Redemptions, and
a listed company’s securities at a below- (‘‘Commission’’) the proposed rule Reorganizations. Participants subscribe
market price to an employee, director or change as described in Items I, II and III to the CCF files for each event group
service provider constitutes equity below, which Items have been prepared separately.
compensation under Section 303A.08 of by DTC. DTC filed the proposed rule Postponement of the Date for Retirement
the Manual and is therefore subject to change pursuant to Section 19(b)(3)(A)
of the Act 3 and Rules 19b–4(f)(2) and Since 2011, DTC has informed
the shareholder approval requirements
(f)(4) thereunder.4 The proposed rule Participants that CCF Announcement
under that rule; and (iii) shareholder
change was effective upon filing with Files will be retired in 2015, and has
approval of any issuance is required if
the Commission. The Commission is been supporting Participant efforts to
any of the subparagraphs of Section
publishing this notice to solicit migrate to the ISO 20022 standard by
312.03 require such approval,
comments on the proposed rule change providing a robust online learning
notwithstanding the fact that the
from interested persons. center, hosting ISO specific monthly
transaction does not require approval
under Section 312.03(b) or one or more I. Clearing Agency’s Statement of the 5 Each term not otherwise defined herein has its
of the other subparagraphs.94 The Terms of Substance of the Proposed respective meaning as set forth in the Rules, By-
Commission believes that these Rule Change Laws and Organization Certificate of DTC (the
revisions provide greater clarity on the ‘‘Rules’’), available at http://www.dtcc.com/legal/
application of the proposal and remove The proposed rule change consists of rules-and-procedures.aspx and the Guide to the
(i) the postponement of the date for the 2015 DTC Fee Schedule (‘‘Fee Schedule’’), available
uncertainty as to which transactions the at http://www.dtcc.com/∼/media/Files/Downloads/
Exchange proposes to exempt from retirement of DTC’s proprietary legal/fee-guides/dtcfeeguide.pdf?la=en.
shareholder approval under Section computer to computer facility (‘‘CCF’’) 6 Corporate actions processed by DTC include but
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312.03. files for corporate action are not limited to the restructuring of DTC-eligible
securities resulting from mergers, acquisitions, and
Accordingly, the Commission finds 95 15 reverse splits. DTC performs corporate actions
U.S.C. 78f(b)(2).
good cause for approving the proposed 96 17 CFR 200.30–3(a)(12).
processing through its Mandatory and Voluntary
rule change, as modified by Amendment 1 15 U.S.C. 78s(b)(1).
Reorganization Services. See DTC Operational
Arrangements (‘‘OA’’), available at http://
2 17 CFR 240.19b–4.
www.dtcc.com/∼/media/Files/Downloads/legal/
93 See supra note 7. 3 15 U.S.C. 78s(b)(3)(A).
issue-eligibility/eligibility/operational-
94 See Amendment No. 2, supra note 12. 4 17 CFR 240.19b–4(f)(2) and (f)(4). arrangements.pdf.
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![Federal Register / Vol. 81, No. 4 / Thursday, January 7, 2016 / Notices 827
calls and offering a dedicated email box group during the Fee Period. In 2. Statutory Basis
for client inquiries.7 addition, once a Participant that is part Section 17(A)(b)(3)(F) of the Act,
The use of the ISO 20022 standard of an Affiliated Family 8 is charged the requires, inter alia, that DTC’s Rules be
reduces risk and improves transparency CCF File Fee for a particular event designed to promote the prompt and
in the announcement and processing of group, the other Participants that are accurate clearance and settlement of
corporate actions. ISO 20022 is a part of the Affiliated Family will not be securities transactions.12 By postponing
standard that provides the financial charged the CCF File Fee for such event the date for the retirement of CCF
industry with a common language to group during that Fee Period. The Announcement Files until further
capture business transactions and amount of the CCF File Fee is based on notice, the proposed rule change would
associated message flows. ISO 20022 is DTC’s analysis of industry-standard allow Participants to minimize potential
a business-model-based standard for the pricing for equivalent data. business interruption by undertaking an
development of messages for the DTC has communicated with its orderly and organized migration from
international financial services industry Participants about the CCF File Fee CCF files to the ISO 20022 standard.
and can support different messaging through several outreach efforts, The proposed rule change thereby
syntaxes, including XML. In contrast, including Important Notices 9 and facilitates the transition to the ISO
CCF files use proprietary function and customer surveys regarding the 20022 standard without disrupting the
activity codes which differ from the December 2015 date and the amount of announcement of corporate actions and
market standard codes. With the ISO the CCF File Fee. DTC did not receive the clearance and settlement activities
20022 standard, corporate action any objections during its outreach. related thereto. In addition, by revising
announcements are identified by a the Fee Schedule to implement a fee for
unique corporate action ID and are Implementation Schedule
Participants that continue to receive the
event based. ISO 20022 standard CCF Announcement Files, the proposed
DTC would implement the CFF File
messages provide more data elements rule change encourages efficiencies in
Fee in three phases, divided by event
than the CCF files and they are available communicating information about
group. The timeline for the
in near real-time throughout the day. corporate action events and in
Certain Participants nevertheless have implementation of the fees would be as
follows: Participants’ transition to the industry-
inquired whether DTC could continue
• CCF Announcement Files for the standard ISO 20022. Therefore, DTC
supporting CCF Announcement Files
Distributions event group would be believes that the proposed rule change
while they prepare to transition to the
subject to a CCF File Fee beginning on would promote the prompt and accurate
ISO 20022 standard, which is provided
January 1, 2016. The Fee Period would clearance and settlement of securities
to Participants free of charge. Some
run from January through December.10 transactions and is consistent with the
Participants suggested that they were
• CCF Announcement Files for the requirements of the Act, in particular
willing to pay for continued use of CCF
Redemptions event group would be Section 17(A)(b)(3)(F) of the Act, cited
Announcement Files while they prepare
subject to a CCF File Fee beginning on above.
to migrate to ISO 20022 standard. Section 17A(b)(3)(D) of the Act
In response to these Participant July 1, 2016. The Fee Period would run
requires that DTC’s Rules provide for
requests, with this proposed rule from July through June.11
the equitable allocation of reasonable
change, DTC would postpone the date • CCF Announcement Files for the dues, fees, and other charges among its
for the retirement of CCF Reorganizations event group would be Participants.13 DTC believes that the
Announcement Files and implement a subject to a CCF File Fee at a future date proposed fee would be consistent with
fee for a Participant’s continued receipt to be announced by Important Notice. this provision because it would apply
of the CCF Announcement Files. A new The Fee Period would be announced by equally in accordance with Participant
retirement date would be announced, Important Notice. use of the CCF Announcement Files,
subject to a future proposed rule change and is therefore equitable, and is based
and Important Notice issued by DTC. Implementation Date
on industry-standard pricing, and
Implementation of a CCF File Fee The proposed rule change would take therefore, reasonable.
effect on January 1, 2016.
To encourage full adoption of the ISO (B) Clearing Agency’s Statement on
20022 standard, DTC is proposing to 8 An Affiliated Family means each Participant
Burden on Competition
implement a fee for each event group of that controls or is controlled by another Participant DTC does not believe that the
CCF Announcement Files that a and each Participant that is under the common proposed rule change would have any
Participant receives (the ‘‘CCF File control of any Person. For purposes of this
definition, ‘‘control’’ means the direct or indirect impact, or impose any burden, on
Fee’’). The CCF File Fee would be ownership of more than 50% of the voting competition, because the postponement
$50,000 per event group, per twelve securities or other voting interests of any Person. of the date for the retirement of CCF
month period as set forth below for each Rule 1, supra note 1 [sic]. Announcement Files would apply
event group (the ‘‘Fee Period’’). The CCF 9 See, e.g., Important Notice B#0354–15, available
equally to all Participants, and the
File Fee would be charged to the at http://dtcc.com/∼/media/Files/pdf/2015/3/25/
0354-15.pdf; Important Notice B# 1946–15, proposed fee would apply equally in
Account of the Participant, upon the available at http://www.dtcc.com/globals/pdfs/ accordance with Participant use of the
Participant’s first receipt of CCF 2015/october/22/1946-15. CCF Announcement Files.
Announcement Files for a particular 10 On December 30, 2015, staff of the
event group during the Fee Period. The Commission’s Division of Trading and Markets had (C) Clearing Agency’s Statement on
CCF File Fee would cover all CCF a conversation with DTC’s legal counsel to confirm Comments on the Proposed Rule
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that the Fee Period for the Distributions event group Change Received From Members,
Announcement Files within that event would run from January 1 through December 31, as
provided in the proposed rule text. Participants, or Others
7 See Securities Exchange Act Release No. 63886 11 On December 30, 2015, staff of the
Written comments relating to the
(February 10, 2011), 76 FR 9070 (February 16, 2011) Commission’s Division of Trading and Markets had
(File No. SR–DTC–2011–02); Securities Exchange a conversation with DTC’s legal counsel to confirm
proposed rule change have not been
Act Release No. 68114 (October 26, 2012), 77 FR that the Fee Period for the Redemptions event group
12 15 U.S.C. 78q–1(b)(3)(F).
66497 (November 5, 2011) (File No. SR–DTC–2012– would run from July 1 through June 30, as provided
08). in the proposed rule text. 13 15 U.S.C. 78q–1(b)(3)(D).
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solicited or received. DTC will notify Reference Room, 100 F Street NE., I. Self-Regulatory Organization’s
the Commission of any written Washington, DC 20549 on official Statement of the Terms of Substance of
comments received by DTC. business days between the hours of the Proposed Rule Change
10:00 a.m. and 3:00 p.m. Copies of the SCCP is filing this proposed rule
III. Date of Effectiveness of the
filing also will be available for change with respect to amendments of
Proposed Rule Change and Timing for
inspection and copying at the principal the By-Laws (the ‘‘By-Laws’’) of its
Commission Action
office of DTC and on DTCC’s Web site parent corporation, Nasdaq, Inc.
The foregoing rule change has become (http://dtcc.com/legal/sec-rule-
(‘‘Nasdaq’’ or the ‘‘Company’’), to revise
effective pursuant to Section 19(b)(3)(A) filings.aspx). All comments received
the requirements regarding Director
of the Act 14 and subparagraphs (f)(2) will be posted without change; the classifications. This Amendment No. 1
and (f)(4) of Rule 19b–4 thereunder.15 At Commission does not edit personal
to SR–SCCP–2015–02 amends and
any time within 60 days of the filing of identifying information from replaces the original filing in its
the proposed rule change, the submissions. You should submit only entirety. The proposed amendments
Commission summarily may information that you wish to make will be implemented on a date
temporarily suspend such rule change if available publicly. All submissions
designated by the Company following
it appears to the Commission that such should refer to File Number SR–DTC– approval by the Commission. The text of
action is necessary or appropriate in the 2015–013 and should be submitted on
the proposed rule change is available on
public interest, for the protection of or before January 28, 2016. SCCP’s Web site at http://
investors, or otherwise in furtherance of
For the Commission, by the Division of nasdaqomxphlx.cchwallstreet.com/
the purposes of the Act. Trading and Markets, pursuant to delegated nasdaqomxphlx/sccp/, at the principal
IV. Solicitation of Comments authority.16 office of SCCP, and at the Commission’s
Jill M. Peterson, Public Reference Room.
Interested persons are invited to
submit written data, views and Assistant Secretary.
II. Self-Regulatory Organization’s
arguments concerning the foregoing, [FR Doc. 2015–33310 Filed 1–6–16; 8:45 am]
Statement of the Purpose of, and
including whether the proposed rule BILLING CODE 8011–01–P
Statutory Basis for, the Proposed Rule
change is consistent with the Act. Change
Comments may be submitted by any of
the following methods: SECURITIES AND EXCHANGE In its filing with the Commission,
COMMISSION SCCP included statements concerning
Electronic Comments the purpose of and basis for the
• Use the Commission’s Internet [Release No. 34–76807; File No. SR–SCCP– proposed rule change and discussed any
comment form (http://www.sec.gov/ 2015–02] comments it received on the proposed
rules/sro.shtml); or rule change. The text of these statements
• Send an email to rule-comments@ Self-Regulatory Organizations; Stock may be examined at the places specified
sec.gov. Please include File Number SR– Clearing Corporation of Philadelphia; in Item IV below. SCCP has prepared
DTC–2015–013 on the subject line. Notice of Filing of Proposed Rule summaries, set forth in sections A, B,
Change, as Modified by Amendment and C below, of the most significant
Paper Comments No. 1 Thereto, To Amend the By-Laws aspects of such statements.
• Send paper comments in triplicate of Nasdaq, Inc.
A. Self-Regulatory Organization’s
to Secretary, Securities and Exchange
December 31, 2015. Statement of the Purpose of, and
Commission, 100 F Street NE.,
Pursuant to Section 19(b)(1) of the Statutory Basis for, the Proposed Rule
Washington, DC 20549–1090.
Securities Exchange Act of 1934 Change
All submissions should refer to File
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 1. Purpose
Number SR–DTC–2015–013. This file
notice is hereby given that on December
number should be included on the The Company is proposing
21, 2015, Stock Clearing Corporation of
subject line if email is used. To help the amendments to certain provisions of its
Philadelphia (‘‘SCCP’’) filed with the
Commission process and review your By-Laws that relate to Director 4
Securities and Exchange Commission
comments more efficiently, please use classifications.5 Specifically, the
(‘‘SEC’’ or ‘‘Commission’’) the proposed
only one method. The Commission will Company proposes to revise Section 4.3
rule change as described in Items I and
post all comments on the Commission’s of the By-Laws to state that it may,
II below, which Items have been
Internet Web site (http://www.sec.gov/ rather than shall, include at least one,
prepared by SCCP. On December 29,
rules/sro.shtml). Copies of the but no more than two, Issuer Directors
2015, SCCP filed Amendment No. 1 to
submission, all subsequent on its Board. In addition, the Company
the proposal.3 The Commission is
amendments, all written statements proposes to revise Section 4.7 of the By-
publishing this notice to solicit
with respect to the proposed rule Laws to clarify the procedures when a
comments on the proposed rule change,
change that are filed with the Director’s classification changes
as modified by Amendment No. 1, from
Commission, and all written
interested persons.
communications relating to the 4 ‘‘Director’’ means a member of the Company’s
proposed rule change between the 16 17
Board of Directors. See Article I(j) of the By-Laws.
CFR 200.30–3(a)(12). 5 The provisions of the Company’s By-Laws that
Commission and any person, other than 1 15 U.S.C. 78s(b)(1).
relate to Director classifications are completely
those that may be withheld from the
rmajette on DSK2TPTVN1PROD with NOTICES
2 17 CFR 240.19b–4.
distinct from the Listing Rules of The NASDAQ
public in accordance with the 3 Amendment No. 1 amends and replaces the Stock Market. Therefore, the proposed amendments
provisions of 5 U.S.C. 552, will be original filing in its entirety. In Amendment No. 1, do not affect in any way the Company’s obligation,
available for Web site viewing and SCCP, among other things, clarified the operation as an issuer listed on The NASDAQ Stock Market,
of the current and proposed provisions of the By- to comply with the Listing Rules, and the Company
printing in the Commission’s Public Laws of Nasdaq, Inc. and how the proposed rule will continue to comply with the Listing Rules,
change would operate in conjunction with the including provisions relating to corporate
14 15 U.S.C. 78s(b)(3)(A). Listing Rules of The NASDAQ Stock Market. See governance, following the effectiveness of the
15 17 CFR 240.19b–4(f)(2) and (f)(4). infra, note 5. proposed By-Law amendments.
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Document Created: 2016-01-07 00:13:20
Document Modified: 2016-01-07 00:13:20
| 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 826 |
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