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 20, 2024, The Depository Trust Company (“DTC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I below, which Item has been prepared by the DTC. DTC has designated this proposal for immediate effectiveness 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.

I. Clearing Agency's Statement of the Terms of Substance of the Proposed Rule Change

The proposed rule change ^[5] consists of amendments to the DTC Settlement Service Guide (“Settlement Guide”) ^[6] relating to processes designed to optimize the number of transactions processed for settlement (“Settlement Optimization”). More specifically, references to and descriptions of the Night Batch Process ^[7] will be removed ( printed page 1557) and replaced with text that provides (i) more flexibility regarding the application of the Settlement Optimization processes and (ii) more clarity around DTC's settlement cycles and the processes run during those cycles, all of which better reflect current settlement processing at DTC, as described in greater detail below.

The proposed rule change, including the DTC's statement of the purpose of, and statutory basis for, the proposed rule change, is available on the DTC's website at www.dtcc.com/​legal/​rules-and-procedures and on the Commission's website at www.sec.gov/​rules/​sro.shtml.

II. 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.^[8] Comments may be submitted electronically by using the Commission's internet comment form ( www.sec.gov/​rules/​sro.shtml) or by sending an email to rule-comments@sec.gov. Please include file number SR-DTC-2024-016 on the subject line. Alternatively, paper comments may be sent to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to file number SR-DTC-2024-016. 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 ( www.sec.gov/​rules/​sro.shtml). 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-2024-016 and should be submitted on or before January 29, 2025.